HARLEY-DAVIDSON, INC. - Annual Report: 2023 (Form 10-K)

The Company reported operating income of $779.1 million in 2023 compared to $909.3 million in 2022. The HDMC segment reported operating income of $661.2 million compared to $677.1 million in 2022. Operating loss from the LiveWire segment increased $31.5 million compared to 2022. Operating income from the HDFS segment decreased $82.8 million compared to 2022. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment discussions for a more detailed analysis of the factors affecting operating results.

Other income, net in 2023 was impacted by higher non-operating income related to the Company's defined benefit plans, partially offset by a loss related to an increase in the fair value of LiveWire's warrants. Investment income increased in 2023 as compared to 2022 driven by higher income from cash equivalents and investments in marketable securities.

The Company's effective income tax rate for 2023 was a 19.8% expense compared to a 20.6% expense for 2022. The Company's 2023 effective tax rate was favorably impacted by discrete income tax benefits recorded during the year. Refer to Note 3 of the Notes to Consolidated financial statements for further discussion regarding the Company’s effective tax rate.

Diluted earnings per share was $4.87 in 2023 compared to $4.96 in 2022. Diluted weighted average shares outstanding decreased from 149.4 million in 2022 to 145.1 million in 2023 primarily due to repurchases of common stock, which benefited diluted earnings per share.

Harley-Davidson Motorcycle Retail Sales and Registration Data

Harley-Davidson Motorcycle Retail Sales(a)

Retail unit sales of new Harley-Davidson motorcycles were as follows:


	2023	2022	Increase (Decrease)	% Change
United States	98,468	109,190	(10,722)	(9.8)	%
Canada	7,422	7,924	(502)	(6.3)
North America	105,890	117,114	(11,224)	(9.6)
Europe/Middle East/Africa (EMEA)	27,005	30,510	(3,505)	(11.5)
Asia Pacific	26,953	27,905	(952)	(3.4)
Latin America	2,923	2,922	1	—
	162,771	178,451	(15,680)	(8.8)	%

(a)Data source for retail sales figures shown above is new sales warranty and registration information provided by dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning new retail sales, and the Company does not regularly verify the information that its dealers supply. This information is subject to revision.

Worldwide retail sales of new motorcycles decreased 8.8% during 2023 compared to 2022 driven primarily by a decline in North America.

North America retail sales were adversely impacted by macro-economic conditions and changes in product as the Company focused on more profitable models. During 2023, the Company believes high interest rates continued to impact consumer discretionary purchases. Additionally, retail sales were impacted by the discontinuation of legacy Sportster models at the end of 2022 as the Company shifted to the more profitable Sport models in 2023. The decline in EMEA was primarily driven by challenging economic conditions and a planned unit mix shift towards more profitable core motorcycle models. In Asia Pacific, retail sales growth was strong in the first half of the year, but slowed in the second half of the year, with modest annual growth in Japan offset by a decline in Australia and South Korea.

Worldwide retail inventory of new motorcycles was up approximately 50% at the end of the fourth quarter of 2023 compared to the end of the fourth quarter of 2022, but remained nearly 20% lower than levels experienced at the end of the fourth quarter of 2019. The Company believes current overall dealer inventory is appropriate given the upcoming spring riding season and the recent launch of new model year 2024 motorcycles. Changes in retail inventory of new motorcycles are calculated based on units at the end of each quarter rather than based on an average of monthly inventory levels within the quarter.

In the U.S., retail transaction prices for new motorcycles on average fell below the Company's targeted range of plus or minus 2% of Manufacturer's Suggested Retail Prices during 2023 as the Company introduced promotions in the fourth quarter of 2023.

The Company's Harley-Davidson motorcycle U.S. market share of new 601+cc motorcycles for 2023 was 37.9%, down 3.3 percentage points compared to 2022 (Source: Motorcycle Industry Council). The Company's Harley-Davidson motorcycle European market share of new 601+cc motorcycles for 2023 was 4.8%, down 1.3 percentage points compared to 2022 (Source: Management Services Helwig Schmitt GmbH).

Motorcycle Registration Data - 601+cc(a)

Industry retail registration data for new motorcycles was as follows:


	2023	2022	Increase	% Change
United States(b)	256,710	264,367	(7,657)	(2.9)	%
Europe(c)	473,486	406,145	67,341	16.6	%

(a)Data includes on-road models with internal combustion engines with displacements greater than 600cc's and electric motorcycles with kilowatt peak power equivalents greater than 600cc's (601+cc). On-road 601+cc models include dual purpose models, three-wheeled motorcycles and autocycles.

(b)United States industry data is derived from information provided by Motorcycle Industry Council. This third-party data is subject to revision and update.

(c)Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, Netherlands, Norway, Spain, Sweden, Switzerland, and the United Kingdom. Industry data is derived from information provided by Management Services Helwig Schmitt GmbH. This third-party data is subject to revision and update.

HDMC Segment

Harley-Davidson Motorcycle Unit Shipments

Wholesale motorcycle unit shipments were as follows:


	2023			2022			Unit	Unit
	Units	Mix %		Units	Mix %		Increase (Decrease)	% Change
Motorcycle Units:
United States	113,867	63.3	%	118,836	61.4	%	(4,969)	(4.2)	%
International	66,117	36.7	%	74,691	38.6	%	(8,574)	(11.5)
	179,984	100.0	%	193,527	100.0	%	(13,543)	(7.0)	%
Motorcycle Units:
Grand American Touring(a)	92,683	51.6	%	89,849	46.4	%	2,834	3.2	%
Cruiser	63,945	35.5	%	59,010	30.5	%	4,935	8.4
Sport and Lightweight	18,228	10.1	%	33,894	17.5	%	(15,666)	(46.2)
Adventure Touring	5,128	2.8	%	10,774	5.6	%	(5,646)	(52.4)
	179,984	100.0	%	193,527	100.0	%	(13,543)	(7.0)	%

(a)Includes CVOTM and Trike

HDMC shipped 179,984 motorcycles worldwide during 2023, which was 7.0% lower than during 2022 and in line with the decrease in retail sales during 2023. HDMC's shipments during 2023 were adversely impacted by market conditions and the discontinuation of legacy Sportster models in North America at the end of 2022 as the Company shifted to more profitable Sport models in 2023.

The motorcycles shipped during 2023 compared to 2022 included a higher mix of Grand American Touring and Cruiser motorcycles as a percent of total shipments and a lower mix of Sport and Lightweight and Adventure Touring motorcycles reflecting the Company's focus on more profitable models. A limited number of select model year 2024 motorcycles, representing approximately 2% of total 2023 shipments, were shipped in late 2023 to better position Harley-Davidson dealers for the launch of the new 2024 model year motorcycles.

Segment Results

Condensed statements of operations for the HDMC segment were as follows (in thousands):


	2023			2022			Increase (Decrease)		% Change
Revenue:
Motorcycles	$	3,798,977		$	3,787,484		$	11,493	0.3	%
Parts and accessories	698,095			731,645			(33,550)		(4.6)
Apparel	244,333			271,107			(26,774)		(9.9)
Licensing	28,599			39,423			(10,824)		(27.5)
Other	74,590			58,013			16,577		28.6
	4,844,594			4,887,672			(43,078)		(0.9)
Cost of goods sold	3,278,052			3,359,799			(81,747)		(2.4)
Gross profit	1,566,542			1,527,873			38,669		2.5
Operating expenses:
Selling & administrative expense	799,375			719,800			79,575		11.1
Engineering expense	106,016			131,530			(25,514)		(19.4)
Restructuring expense	—			(544)			544		(100.0)
	905,391			850,786			54,605		6.4	%
Operating income	$	661,151		$	677,087		$	(15,936)	(2.4)	%
Operating margin	13.6		%	13.9		%	(0.3)		pts.

The estimated impacts of the significant factors affecting the change in revenue, cost of goods sold and gross profit from 2022 to 2023 were as follows (in millions):


	Revenue		Cost of Goods Sold		Gross Profit
2022	$	4,887.7	$	3,359.8	$	1,527.9
Volume	(364.0)		(232.8)		(131.2)
Price, net of related costs	139.0		—		139.0
Foreign currency exchange rates and hedging	(26.7)		27.3		(54.0)
Shipment mix	208.6		75.6		133.0
Raw material prices	—		(38.2)		38.2
Manufacturing and other costs	—		86.4		(86.4)
	(43.1)		(81.7)		38.6
2023	$	4,844.6	$	3,278.1	$	1,566.5

The following factors affected the change in net revenue, cost of goods sold and gross profit from 2022 to 2023:

•The decrease in volume was primarily due to lower wholesale motorcycle shipments.

•Revenue benefited from higher prices on new model year 2023 motorcycles partially offset by higher promotional costs in the fourth quarter of 2023. A portion of these promotional costs involved promotions that will continue into calendar year 2024 to promote the sale of model year 2023 carryover inventory at dealers. The Company expects this will help drive dealer retail performance in 2024(1).

•Revenue and gross profit were negatively impacted by weaker foreign currency exchange rates relative to the U.S. dollar as well as less favorable net foreign currency impacts associated with hedging and balance sheet remeasurements recorded in cost of goods sold.

•Changes in the shipment mix had a favorable impact on gross profit.

•Raw material costs benefited from a decline in prices, primarily related to metals.

•Manufacturing and other costs were negatively impacted by continued moderate inflation, higher costs associated with producing fewer units than in 2022 and supply challenges, partially offset by productivity savings, including a reduced reliance on expedited modes of freight.

Operating expenses were higher in 2023 compared to 2022 as the Company continued to execute Hardware strategic priorities and included higher spending related to marketing and advertising and employee-related costs.

LiveWire Segment

Segment Results

Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):


	2023		2022		(Decrease) Increase		% Change







Revenue	38,298		46,833		(8,535)		(18.2)
Cost of goods sold	44,254		43,929		325		0.7
Gross profit	(5,956)		2,904		(8,860)		(305.1)
Selling, administrative and engineering expense	110,853		88,219		22,634		25.7
Operating loss	$	(116,809)	$	(85,315)	$	(31,494)	36.9	%

LiveWire motorcycle unit shipments	660		597		63		10.6	%

During 2023, revenue decreased by $8.5 million, or 18.2%, compared to 2022. The decrease was primarily due to lower volumes of electric balance bikes and lower average prices on electric motorcycles, partially offset by higher volumes of electric motorcycles. Cost of sales increased by $0.3 million, or 0.7%, during 2023 compared to 2022 on higher volumes of electric motorcycles.

During 2023, selling, administrative and engineering expense increased $22.6 million, or 25.7%, compared to 2022 driven by higher product development costs as well as higher costs associated with standing up the new organization.

HDFS Segment

Segment Results

Condensed statements of operations for the HDFS segment were as follows (in thousands):


	2023		2022		(Decrease) Increase		% Change
HDFS revenue:
Interest income	$	802,078	$	693,615	$	108,463	15.6	%
Other income	151,508		127,010		24,498		19.3
	953,586		820,625		132,961		16.2
HDFS expenses:
Interest expense	332,380		217,653		114,727		52.7
Provision for credit losses	227,158		145,133		82,025		56.5
Operating expenses	159,306		140,333		18,973		13.5

The Company reported operating income of $909.3 million in 2022 compared to $823.4 million in 2021. The HDMC segment reported operating income of $677.1 million, an improvement from $476.8 million in 2021. Operating loss from the LiveWire segment increased $17.1 million compared to 2021. Operating income from the HDFS segment decreased $97.3 million compared to 2021. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment discussions for a more detailed analysis of the factors affecting operating results.

Other income (expense) in 2022 was impacted by higher non-operating income related to the Company's defined benefit plans as well as income related to a decrease in the fair value of LiveWire's warrants. Investment income decreased in 2022 as compared to 2021 driven by lower income from investments in marketable securities.

The Company's effective income tax rate for 2022 was a 20.6% expense compared to a 20.7% expense for 2021. The Company's 2022 effective tax rate was favorably impacted by discrete income tax benefits recorded during the year. Refer to Note 3 of the Notes to Consolidated financial statements for further discussion regarding the Company’s effective tax rate.

Diluted earnings per share was $4.96 in 2022 compared to $4.19 in 2021. Diluted weighted average shares outstanding decreased from 155.0 million in 2021 to 149.4 million in 2022.

Harley-Davidson Motorcycle Retail Sales and Registration Data

Harley-Davidson Motorcycle Retail Sales(a)

Retail unit sales of new Harley-Davidson motorcycles were as follows:


	2022	2021	Increase (Decrease)	% Change
United States	109,190	125,713	(16,523)	(13.1)	%
Canada	7,924	8,005	(81)	(1.0)
North America	117,114	133,718	(16,604)	(12.4)
Europe/Middle East/Africa (EMEA)	30,510	30,907	(397)	(1.3)
Asia Pacific	27,905	25,020	2,885	11.5
Latin America	2,922	3,652	(730)	(20.0)
	178,451	193,297	(14,846)	(7.7)	%

Worldwide retail sales of new motorcycles decreased 7.7% during 2022 compared to 2021. Retail sales during 2022 were adversely impacted by low dealer inventory levels during the 2022 riding season following the Company's suspension of production and shipments for approximately two weeks during the second quarter of 2022.

In North America, retail sales in 2022 were down compared to 2021 led by a 13.1% decline in the U.S. where results were most heavily impacted by lower production and retail inventory levels. Retail sales were down slightly in EMEA and Latin America, but increased in Asia Pacific during 2022 compared to 2021.

Worldwide retail inventory of new motorcycles at Harley-Davidson dealers was up approximately 14,700 units at the end of the fourth quarter of 2022 compared to the prior year but remained at historically low levels.

In the U.S., retail transaction prices for new motorcycles on average were within the Company's targeted range of plus or minus 2% of Manufacturer's Suggested Retail Prices during 2022.

The Company's Harley-Davidson motorcycle U.S. market share of new 601+cc motorcycles for 2022 was 41.2%, down 3.2 percentage points compared to 2021 (Source: Motorcycle Industry Council). The Company's U.S. market share declined on lower retail sales following the suspension of production and shipments for approximately two weeks during the second quarter of 2022.

The Company's Harley-Davidson motorcycle European market share of new 601+cc motorcycles for 2022 was 6.1%, up 0.2 percentage points compared to 2021 reflecting an increase in HDMC retail sales relative to the rest of the market in Europe (Source: Management Services Helwig Schmitt GmbH).

Motorcycle Registration Data - 601+cc(a)

Industry retail registration data for new motorcycles was as follows:


	2022	2021	Increase	% Change
United States(b)	264,367	281,502	(17,135)	(6.1)	%
Europe(c)	406,145	431,127	(24,982)	(5.8)	%

(b)United States industry data is derived from information provided by Motorcycle Industry Council. This third-party data is subject to revision and update.

HDMC Segment

Harley-Davidson Motorcycle Unit Shipments

Wholesale motorcycle unit shipments were as follows:


	2022			2021			Unit	Unit
	Units	Mix %		Units	Mix %		Increase (Decrease)	% Change
Motorcycle Units:
United States	118,836	61.4	%	119,761	63.7	%	(925)	(0.8)	%
International	74,691	38.6	%	68,272	36.3	%	6,419	9.4
	193,527	100.0	%	188,033	100.0	%	5,494	2.9	%
Motorcycle Units:
Grand American Touring(a)	89,849	46.4	%	93,961	49.9	%	(4,112)	(4.4)	%
Cruiser	59,010	30.5	%	59,033	31.4	%	(23)	—
Sport and Lightweight	33,894	17.5	%	25,123	13.4	%	8,771	34.9
Adventure Touring	10,774	5.6	%	9,916	5.3	%	858	8.7
	193,527	100.0	%	188,033	100.0	%	5,494	2.9	%

(a)Includes CVOTM and Trike

HDMC shipped 193,527 motorcycles worldwide during 2022, which was 2.9% higher than during 2021. HDMC's shipments during 2022 were impacted by the suspension of production and shipments during the second quarter of 2022, which disrupted the flow of inventory to dealers during the peak riding season.

The motorcycles shipped during 2022 compared to 2021 included a lower mix of Grand American Touring and Cruiser motorcycles shipped as a percent of total shipments and a higher mix of Sport and Lightweight and Adventure Touring motorcycles. The Company's Pan America™ Adventure Touring motorcycles were launched in the second quarter of 2021.

Segment Results

Condensed statements of operations for the HDMC segment were as follows (in thousands):


	2022			2021			Increase (Decrease)		% Change
Revenue:
Motorcycles	$	3,787,484		$	3,468,689		$	318,795	9.2	%
Parts and accessories	731,645			$	740,893		(9,248)		(1.2)
Apparel	271,107			$	228,011		43,096		18.9
Licensing	39,423			$	37,790		1,633		4.3
Other	58,013			$	29,051		28,962		99.7
	4,887,672			$	4,504,434		383,238		8.5
Cost of goods sold	3,359,799			$	3,204,907		154,892		4.8
Gross profit	1,527,873			$	1,299,527		228,346		17.6
Operating expenses:
Selling & administrative expense	719,800			$	686,753		33,047		4.8
Engineering expense	131,530			$	133,226		(1,696)		(1.3)
Restructuring expense	(544)			$	2,741		(3,285)		(119.8)
	850,786			$	822,720		28,066		3.4	%
Operating income (loss)	$	677,087		$	476,807		$	200,280	42.0	%
Operating margin	13.9		%	10.6		%	3.3		pts.

The estimated impacts of the significant factors affecting the change in revenue, cost of goods sold and gross profit from 2021 to 2022 were as follows (in millions):


	Revenue		Cost of Goods Sold		Gross Profit
2021	$	4,504.4	$	3,204.9	$	1,299.5
Volume	152.9		94.8		58.1
Price, net of related costs	330.4		—		330.4
Foreign currency exchange rates and hedging	(148.8)		(83.3)		(65.5)
Shipment mix	48.8		48.0		0.8
Raw material prices	—		30.0		(30.0)
Manufacturing and other costs	—		65.4		(65.4)
	383.3		154.9		228.4
2022	$	4,887.7	$	3,359.8	$	1,527.9

The following factors affected the change in net revenue, cost of goods sold and gross profit from 2021 to 2022:

•The increase in volume was due to higher wholesale motorcycle shipments and higher apparel sales.

•During 2022, revenue benefited from higher prices on new model year 2022 motorcycles coupled with pricing surcharges in select markets.

•Revenue and gross profit were negatively impacted by weaker foreign currency exchange rates relative to the U.S. dollar, partially offset by favorable net foreign currency gains associated with hedging and balance sheet remeasurements recorded in cost of goods sold.

•Changes in the shipment mix had a favorable impact on gross profit during 2022 due primarily to a change in the mix of models within motorcycle families.

•Raw material cost increases were driven by cost inflation as well as other supply chain challenges.

•Manufacturing and other costs increased due primarily to higher costs associated with supply chain challenges. These higher costs were partially offset by lower EU tariff costs compared to 2021 and a lower fixed cost per unit resulting from higher production volumes. The Company also benefited from cost productivity savings.

Operating expenses were higher in 2022 compared to 2021 due primarily to The Hardwire initiatives and higher warranty and recall expenses. These cost increases were partially offset by the Company's ongoing effort to prudently manage spending.

LiveWire Segment

Segment Results

Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):


2022	2021	(Decrease) Increase	% Change

3. Income Taxes

4. Capital Stock and Earnings Per Share

5. Additional Balance Sheet and Cash Flow Information

6. Finance Receivables

7. Goodwill and Intangible Assets

8. Derivative Financial Instruments and Hedging Activities

9. Leases

10. Debt

11. Asset-Backed Financing

12. Fair Value

13. Product Warranty and Recall Campaigns

14. Employee Benefit Plans and Other Postretirement Benefits

15. Commitments and Contingencies

100

16. Share-Based Awards

101

17. Accumulated Other Comprehensive Loss

103

18. Reportable Segments and Geographic Information

104

19. Supplemental Consolidating Data

107

20. Subsequent Event

114

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

We have audited Harley-Davidson, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Harley-Davidson, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 23, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control Over Financial Reporting

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

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

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

February 23, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Harley-Davidson, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.


			Allowance for Credit Losses - Retail Finance Receivables
Description of the Matter			The Company’s retail receivable portfolio totaled $6.8 billion as of December 31, 2023, and the associated allowance for credit losses (ACL) was $367.0 million. As discussed in Note 6 to the consolidated financial statements, the Company utilizes a vintage-based loss forecast methodology to measure the expected lifetime credit losses of retail finance receivables. Economic forecasts for a two-year period are incorporated into the methodology to reflect the estimated impact of changes in future economic conditions. To establish the economic forecasts, management considers various third-party economic forecast scenarios and applies a probability-weighting to those economic forecast scenarios. For periods beyond the Company’s incorporated economic forecasts, the Company reverts to its average historical loss experience using a mean-reversion process over a three-year period. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, or term as well as other relevant factors. Auditing management’s estimate of the ACL for retail finance receivables was especially challenging due to the complexity of management’s retail receivables loss forecasting models and subjective management assumptions applied in determining the probability-weighting of its economic forecasts.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the ACL process. These procedures included testing controls over management’s review of key assumptions such as the economic forecasts, the monitoring of the ACL models, and the completeness and accuracy of key inputs used in the ACL models. To test the ACL, our audit procedures included, among others, evaluating the Company’s loss forecasting models, the economic forecasts considered by management, and the underlying data used in the models. We involved our internal specialist to assist with our reperformance of targeted model loss calculations for a sample of loans. We evaluated management’s judgments in probability-weighting different third-party economic forecast scenarios and compared management’s economic forecasts to other available information for contrary or corroborative evidence. In addition, we reviewed the Company’s historical loss statistics, peer information, and subsequent events and considered whether this information corroborates or contradicts management’s measurement of the ACL.

/s/

We have served as the Company’s auditor since 1982

February 23, 2024

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2023, 2022 and 2021

(In thousands, except per share amounts)


	2023	2022	2021
Revenue:
Motorcycles and related products	$	$	$
Financial services

Costs and expenses:
Motorcycles and related products cost of goods sold
Financial services interest expense
Financial services provision for credit losses
Selling, administrative and engineering expense

Operating income
Other income, net
Investment income
Interest expense

Income before income taxes
Income tax provision
Net income
Less: Loss attributable to noncontrolling interests
Net income attributable to Harley-Davidson, Inc.	$	$	$
Earnings per share:
Basic	$	$	$
Diluted	$	$	$
Cash dividends per share	$	$	$

The accompanying notes are integral to the consolidated financial statements.

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31, 2023, 2022 and 2021

(In thousands)


	2023	2022	2021
Net income	$	$	$
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		()	()

Derivative financial instruments		()
Pension and postretirement benefit plans		()
		()
Comprehensive income
Less: Comprehensive loss attributable to noncontrolling interests		$	$
Comprehensive income attributable to Harley-Davidson, Inc.	$	$	$

The accompanying notes are integral to the consolidated financial statements.

HARLEY-DAVIDSON, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2023 and 2022

(In thousands)


	2023	2022
ASSETS

Cash and cash equivalents	$	$

Accounts receivable, net
Finance receivables, net of allowance of $ and $
Inventories, net
Restricted cash
Other current assets
Current assets
Finance receivables, net of allowance of $ and $
Property, plant and equipment, net
Pension and postretirement assets
Goodwill
Deferred income taxes
Lease assets
Other long-term assets
	$	$
LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable	$	$
Accrued liabilities
Short-term deposits, net
Short-term debt
Current portion of long-term debt, net
Current liabilities
Long-term deposits, net
Long-term debt, net
Lease liabilities
Pension and postretirement liabilities
Deferred income taxes
Other long-term liabilities
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, issued
Common stock (Note 4)
Additional paid-in-capital
Retained earnings
Accumulated other comprehensive loss	()	()
Treasury stock, at cost (Note 4)	()	()
Total Harley-Davidson, Inc. shareholders' equity
Noncontrolling interest	()
Total equity
	$	$

HARLEY-DAVIDSON, INC.

CONSOLIDATED BALANCE SHEETS (continued)

December 31, 2023 and 2022

(In thousands)


	2023	2022
Balances held by consolidated variable interest entities (Note 11)
Finance receivables, net - current	$	$
Other assets	$	$
Finance receivables, net - non-current	$	$
Restricted cash - current and non-current	$	$
Current portion of long-term debt, net	$	$
Long-term debt, net	$	$

The accompanying notes are integral to the consolidated financial statements.

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2023, 2022 and 2021

(In thousands)


	2023	2022		2021
Net cash provided by operating activities (Note 5)	$	$		$
Cash flows from investing activities:
Capital expenditures	()	()		()
Origination of finance receivables	()	()		()
Collections of finance receivables





Other investing activities	()
Net cash used by investing activities	()	()		()
Cash flows from financing activities:
Proceeds from issuance of medium-term notes
Repayments of medium-term notes	()	()		()


Proceeds from securitization debt
Repayments of securitization debt	()	()		()
Borrowings of asset-backed commercial paper
Repayments of asset-backed commercial paper	()	()		()
Net increase (decrease) in unsecured commercial paper				()

Net increase in deposits
Dividends paid	()	()		()
Repurchase of common stock	()	()		()
Cash received from business combination
Other financing activities		()
Net cash used by financing activities	()	()		()
Effect of exchange rate changes on cash, cash equivalents and restricted cash		()		()
Net increase (decrease) in cash, cash equivalents and restricted cash	$	$	()	$	()

Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period	$	$		$
Net increase (decrease) in cash, cash equivalents and restricted cash		()		()
Cash, cash equivalents and restricted cash, end of period	$	$		$

Reconciliation of cash, cash equivalents and restricted cash on the Consolidated balance sheets to the Consolidated statements of cash flows:
Cash and cash equivalents	$	$		$
Restricted cash
Restricted cash included in Other long-term assets
Cash, cash equivalents and restricted cash per the Consolidated statements of cash flows	$	$		$

The accompanying notes are integral to the consolidated financial statements.

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years ended December 31, 2023, 2022 and 2021

(In thousands, except share and per share amounts)

Equity Attributable to Harley-Davidson, Inc.

Common Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Treasury Stock

Total

Equity Attributable to Noncontrolling Interests

Total Equity

Issued
Shares

Balance

Balance, December 31, 2020

()

Net income

—

Other comprehensive income, net of tax (Note 17)

—

Dividends ($ per share)

—

()

—

()

—

()

Repurchase of common stock

—

()

—

()

Share-based compensation

—

Balance, December 31, 2021

()

Net income

—

()

Other comprehensive loss, net of tax (Note 17)

—

()

—

()

—

()

Dividends ($ per share)

—

()

—

()

—

()

Repurchase of common stock

—

()

—

()

Share-based compensation

—

LiveWire business combination

—

Balance, December 31, 2022

()

Net income

—

()

Other comprehensive income, net of tax (Note 17)

—

Dividends ($ per share)

—

()

—

()

—

()

Repurchase of common stock

—

()

—

()

Share-based compensation

—

Balance, December 31, 2023

()

The accompanying notes are integral to the consolidated financial statements.

HARLEY-DAVIDSON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million, including a $ million investment from the Company, net of transaction expenses, a $ million investment from an independent investor, and a $ million investment from ABIC. The Company has a controlling equity interest in LiveWire Group, Inc. As the controlling shareholder, the Company consolidates LiveWire Group, Inc. results with additional adjustments to recognize non-controlling shareholder interests.

The Company operates in reportable segments: Harley-Davidson Motor Company (HDMC), LiveWire and Harley-Davidson Financial Services (HDFS).

Substantially all of the Company’s international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of international subsidiaries have been translated at period-end exchange rates, and revenues and expenses have been translated using average exchange rates for the period. Monetary assets and liabilities denominated in a currency that is different from an entity's functional currency are remeasured from the transactional currency to the entity's functional currency on a monthly basis. The aggregate transaction gain resulting from foreign currency remeasurements was $ million, $ million, and $ million for the years ended December 31, 2023, 2022 and 2021, respectively.

The allowance for doubtful accounts deducted from total accounts receivable was $ million and $ million as of December 31, 2023 and 2022, respectively.

million and $ million at December 31, 2023 and 2022, respectively, are valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method.

years for buildings, years for building and land improvements, to years for machinery and equipment, and to years for software. Accelerated methods of depreciation are used for income tax purposes.

Refer to Notes 12 and 14 for further discussion regarding the Company's assets measured at fair value.

Research and development expenses were $ million, $ million and $ million for 2023, 2022 and 2021, respectively.

During 2023, 2022 and 2021, the Company incurred $ million, $ million and $ million in advertising costs, respectively.

$ $ Parts and accessories $ Apparel $ Licensing $ Other $ $ LiveWire $ Motorcycles and related products revenue $ HDFS:Interest income $ Other $ Financial services revenue $ $ $ $

Motorcycles and Related Products Revenue (HDMC and LiveWire Segments)

Motorcycles, Electric Balance Bikes, Parts and Accessories, and Apparel – Revenues from the sale of motorcycles, electric balance bikes, parts and accessories, and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers. The sale of products to independent dealers outside the U.S. and Canada is generally on open account with terms that approximate - days and the resulting receivables are included in Accounts receivable, net on the Consolidated balance sheets. The sale of products to independent dealers in the U.S. and Canada is financed through HDFS and the related receivables are included in Finance receivables, net on the Consolidated balance sheets.

The Company may offer sales incentive programs to dealers and retail customers designed to promote the sale of motorcycles, parts and accessories, and apparel. The Company estimates its variable consideration sold under its sales incentive programs using the expected value method. The Company accounts for consideration payable to a customer as part of its sales incentives as a reduction of revenue, which is accrued at the later of the date the related sale is recorded or the date the incentive program is both approved and communicated.

The Company offers the right to return eligible parts and accessories and apparel. When the Company offers a right to return, it estimates returns based on an analysis of historical trends and records revenue on the initial sale only in the amount that it expects to be entitled. The remaining consideration is deferred in a refund liability account. The refund liability is remeasured for changes in the estimate at each reporting date with a corresponding adjustment to revenue.

Variable consideration related to sales incentives and rights to return is adjusted at the earliest of when the amount of consideration the Company expects to receive changes or the consideration becomes fixed. Adjustments for variable consideration related to previously recognized sales were not material during any periods presented.

Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment costs. The Company accrues for the shipping and handling in the same period that the related revenue is recognized.

The Company offers standard, limited warranties on its motorcycles, electric balance bikes and parts and accessories. These warranties provide assurance that the product will function as expected and are not separate performance obligations. The Company accounts for estimated warranty costs as a liability when control of the product transfers to the customer.

Licensing – The Company licenses the Harley-Davidson name and other trademarks owned by the Company and collects royalties from its licensees. The trademark licenses are considered symbolic intellectual property, which grant the licensees a right to access the Company’s intellectual property. The Company satisfies its performance obligation over the license period, as the Company fulfills its promise to grant the licensees rights to use and benefit from the intellectual property as well as maintain the intellectual property.

years.

Other – Other revenue consists primarily of revenue from membership sales, museum admissions and events, and other miscellaneous products and services.

Financial Services Revenue (HDFS Segment)

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

Other Income – Other income consists primarily of insurance and licensing revenues. HDFS works with certain unaffiliated third parties to offer motorcycle insurance and voluntary protection products through most dealers in the U.S. and Canada. HDFS also works with third-party financial institutions that issue credit cards or offer other financial products bearing the Harley-Davidson brand in the U.S. and internationally. For many of these contracts, the Company grants temporary rights to use the licensed trademarks owned by the Company and collects royalties from its customers in connection with sales of their products. The trademark licenses are considered symbolic intellectual property, which grant the customer a right to access the intellectual property. The Company satisfies its performance obligation over the license period, as it fulfills its promise to grant the customer rights to use and benefit from the intellectual property as well as maintain the intellectual property. Royalty and profit sharing amounts are received either quarterly or per annum, based upon the contract. Revenue, in the form of sales-based royalties, is recognized when the customers’ subsequent sales occur. Revenue will be recognized over the remaining contract terms which range up to years. The Company is the primary obligor for certain other voluntary protection product contracts and as a result, revenue is recognized over the life of the contract as the Company fulfills its performance obligation.

Contract Liabilities

The Company maintains certain contract liability balances related to payments received at contract inception in advance of the Company’s performance under the contract and generally relates to the sale of memberships, loyalty points earned under membership programs and certain insurance-related contracts. Contract liabilities are recognized as revenue as the Company performs under the contract. Contract liabilities $ Balance, end of period$ $

Previously deferred contract liabilities recognized as revenue in 2023 and 2022 were $ million and $ million, respectively. The Company expects to recognize approximately $ million of the remaining unearned revenue in 2024 and $ million thereafter.

$ $ State Foreign Deferred:Federal()()()State()()()Foreign() ()()()()$ $ $ $ $ Foreign $ $ $ $ $ State taxes, net of federal benefit Foreign rate differential Foreign derived intangible income()() Research and development credit()()()Unrecognized tax benefits including interest and penalties()()()Valuation allowance adjustments ()State credits()()()Global intangible low-taxed income

Return to provision adjustments

()()Executive compensation limitation Other foreign inclusions

Tax incentives

()()()Other

Income tax provision

$ $ $

The 2017 Tax Cuts and Jobs Act subjects U.S. shareholders to current tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries for which a company can elect to either recognize deferred taxes or to provide tax expense in the year incurred. The Company has elected to account for GILTI in the year the tax is incurred.

The Company qualifies for certain tax holidays in Thailand if certain employment and manufacturing criteria are met. The impact of the tax holiday decreased foreign taxes by $ million and $ million in 2023 and 2022, respectively. The benefit of the tax holiday on net income per share (diluted) was $ and $ in 2023 and 2022, respectively.

$ Stock compensation Net operating loss and research & development tax credit carryforwards Amortization of research and experimental costs Other Valuation allowance()() Deferred income tax liabilities:Depreciation, tax in excess of book()()Pension and postretirement healthcare plan obligations()()Withholding tax()()Other()()()()$ $

The Company reviews its deferred income tax asset valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred income tax asset is considered, along with any positive or negative evidence including tax law changes. Since future financial results and tax law may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.

$ 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Indefinite $ $

The Company also had Wisconsin research and development credit carryforwards of $ million at December 31, 2023, expiring in 2025-2038.

At December 31, 2023, the Company had a deferred tax asset of $ million related to its state net operating loss and Wisconsin research and development credit carryforwards and a deferred tax asset of $ million related to foreign net operating losses.

million at December 31, 2023 and included $ million related to state net operating loss and Wisconsin research and development credit carryforwards, $ million related to foreign net operating loss carryforwards and $ million related to other deferred tax assets. The change in the valuation allowance from prior year included an increase of $ million related to state net operating loss and Wisconsin research and development credit carryforwards and an increase of $ million related to foreign operations. $ Increase in unrecognized tax benefits for tax positions taken in a prior period Decrease in unrecognized tax benefits for tax positions taken in a prior period()()Increase in unrecognized tax benefits for tax positions taken in the current period Statute lapses ()Settlements with taxing authorities()()Unrecognized tax benefits, end of period$ $

The amount of unrecognized tax benefits as of December 31, 2023 and 2022 that, if recognized, would affect the effective tax rate was $ million and $ million, respectively.

The total gross amount of benefit related to interest and penalties associated with unrecognized tax benefits recognized during 2023, 2022 and 2021 in the Consolidated statements of operations was $ million, $ million and $ million, respectively.

The total gross amount of interest and penalties associated with unrecognized tax benefits recognized at December 31, 2023 and 2022 in the Consolidated balance sheets was $ million and $ million, respectively.

The Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits related to continuing operations during the fiscal year ending December 31, 2024. However, the Company is under regular audit by tax authorities. The Company believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provision includes amounts sufficient to pay any assessments. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

The Company or one of its subsidiaries files income tax returns in the U.S. federal and Wisconsin state jurisdictions and various other state and foreign jurisdictions. The Company is no longer subject to income tax examinations for Wisconsin state income taxes before 2019 or for U.S. federal income taxes before 2020. In all other jurisdictions, tax periods prior to 2017 are closed.

shares of preferred stock of $ par value, of which is outstanding. The Company's common stock has a par value of $ per share. Issued Outstanding Treasury stock shares

Discretionary share repurchases were $ million or million shares and $ million or million shares during the years ended December 31, 2023 and 2022, respectively. There were discretionary share repurchases during the year ended December 31, 2021. Share repurchases of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units (RSUs) and performance shares were $ million or million

million or million shares, and $ million or million shares during the years ended December 31, 2023, 2022 and 2021, respectively, as discussed further in Note 16.

The Company paid cash dividends of $, $, and $ per share during the years ended December 31, 2023, 2022, and 2021, respectively.

$ $ Basic weighted-average shares outstanding Effect of dilutive securities – employee stock compensation plan Diluted weighted-average shares outstanding Earnings per share:Basic$ $ $ Diluted$ $ $

Shares of common stock related to share-based compensation that were not included in the effect of dilutive securities because the effect would have been anti-dilutive include million, million and million shares during 2023, 2022 and 2021, respectively.

Mutual funds, included in Other long-term assets on the Consolidated balance sheets, are carried at fair value with gains and losses recorded in income. Mutual funds are held to support certain deferred compensation obligations.

$ Motorcycle finished goods Parts and accessories and apparel Inventory at lower of FIFO cost or net realizable value Excess of FIFO over LIFO cost()()$ $

Inventory obsolescence reserves deducted from FIFO cost were $ million and $ million as of December 31, 2023 and 2022, respectively.

$ Buildings and related improvements Machinery and equipment Software Construction in progress Accumulated depreciation()()$ $

Software, net of accumulated amortization, included in Property, plant and equipment, net, was $ million and $ million as of December 31, 2023 and 2022, respectively.

$ Sales incentive programs Warranty and recalls Interest Tax-related accruals

Contract liability

Leases Fair value of derivative financial instruments Other $ $

Deposits – HDFS offers brokered certificates of deposit to customers indirectly through contractual arrangements with third-party banks and/or securities brokerage firms through its bank subsidiary. The Company had $ million and $ million, net of fees, of interest-bearing brokered certificates of deposit outstanding as of December 31, 2023 and December 31, 2022, respectively. The liabilities for deposits are included in Short-term deposits, net or Long-term deposits, net on the Consolidated balance sheets based upon the term of each brokered certificate of deposit issued. Each separate brokered certificate of deposit is issued under a master certificate, and as such, all outstanding brokered certificates of deposit are considered below the Federal Deposit Insurance Corporation insurance coverage limits.

2025 2026 2027 Thereafter Future maturities Unamortized fees()$

$ $ Adjustments to reconcile Net income to Net cash provided by operating activities:Depreciation and amortization Amortization of deferred loan origination costs Amortization of financing origination fees Provision for long-term employee benefits()() Employee benefit plan contributions and payments()()()Stock compensation expense Net change in wholesale finance receivables related to sales()() Provision for credit losses Deferred income taxes()()()Other, net()()()Changes in current assets and liabilities:Accounts receivable, net()()()Finance receivables – accrued interest and other() Inventories, net ()()Accounts payable and accrued liabilities Other current assets()() () Net cash provided by operating activities$ $ $

Cash paid during the years ended December 31, for interest and income taxes was as follows (in thousands):


	2023	2022	2021
Interest	$	$	$
Income taxes	$	$	$

% and % of gross outstanding retail finance receivables were originated in Texas and California, respectively. There were no other states that accounted for more than 10% of gross outstanding retail finance receivables.

The Company offers wholesale financing to its dealers in the U.S. and Canada. Wholesale finance receivables are related primarily to the Company's sale of motorcycles and related parts and accessories to dealers. Wholesale loans to dealers are generally secured by financed inventory or property.

$ Canada Wholesale finance receivables:United States Canada Allowance for credit losses()()$ $

Approved but unfunded retail finance loans totaled $ million and $ million at December 31, 2023 and 2022, respectively. Unused lines of credit extended to the Company's wholesale finance customers totaled $ billion and $ billion at December 31, 2023 and 2022, respectively.

Wholesale finance receivables are generally contractually due within one year. $ $ 2025 2026 2027 2028 Thereafter $ $ $

The Company’s finance receivables are reported at amortized cost, net of the allowance for credit losses. Amortized cost includes the principal outstanding, accrued interest, and deferred loan fees and costs. The allowance for credit losses represents the Company’s estimate of lifetime losses for its finance receivables. Based on differences in the nature of the finance receivables and the underlying methodology for calculating the allowance for loan losses, the Company segments its finance receivables into the retail and wholesale portfolios. The Company further disaggregates each portfolio by credit quality indicators. As the credit risk varies between the retail and wholesale portfolios, the Company utilizes different credit quality indicators for each portfolio.

The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. The Company performs a collective evaluation of the adequacy of the retail allowance for credit losses. The Company utilizes a vintage-based loss forecast methodology that includes decompositions for probability of default, exposure at default, attrition rate, and recovery balance rate. Reasonable and supportable economic forecasts for a period are incorporated into the methodology to reflect the estimated impact of changes in future economic conditions, such as unemployment rates, household obligations or other relevant factors, over the reasonable and supportable period. For periods beyond the Company’s reasonable and supportable forecasts, the Company reverts to its average historical loss experience using a mean-reversion process over a period. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, or term as well as other relevant factors.

$ $ Provision for credit losses Charge-offs() ()Recoveries Balance, end of period$ $ $


	2022
	Retail	Wholesale	Total
Balance, beginning of period	$	$	$

Provision for credit losses
Charge-offs	()		()
Recoveries

Balance, end of period	$	$	$

$ $ Provision for credit losses () Charge-offs() ()Recoveries Foreign currency contracts$ $ $ $ $ $ Commodity contracts Cross-currency swaps Commodity contracts Interest rate caps $ $ $ $ $ $

(a)Includes $ million of cross-currency swaps recorded in Other long-term assets as of December 31, 2023 with all remaining amounts recorded in Other current assets.

(b)Includes $ million of cross-currency swaps recorded in Other long-term liabilities as of December 31, 2022 with all remaining amounts recorded in Accrued liabilities.

(c)Includes $ million and $ million of interest rate caps recorded in Other Long-term assets as of December 31, 2023 and December 31, 2022, respectively, with all remaining amounts recorded in Other current assets.

$ $ $ $ $()Commodity contracts() () Cross-currency swaps ()() ()()Treasury rate lock contracts ()()()Interest rate swaps ()

Swap rate lock contracts

() () $ $()$()$ $()$()

The location and amount of gains and losses recognized in income related to derivative financial instruments designated as cash flow hedges for the years ended December 31, were as follows (in thousands):


	Motorcycles and related products cost of goods sold		Selling, administrative & engineering expense		Interest expense		Financial services interest expense
	2023
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded	$		$		$		$

Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts	$		$	—	$	—	$	—
Commodity contracts	$	()	$	—	$	—	$	—
Cross-currency swaps	$	—	$		$	—	$	—
Treasury rate lock contracts	$	—	$	—	$	()	$
Swap rate lock contracts	$	—	$	—	$	—	$	()

	2022
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded	$		$		$		$

Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts	$		$	—	$	—	$	—
Commodity contracts	$		$	—	$	—	$	—
Cross-currency swaps	$	—	$	()	$	—	$	—
Treasury rate lock contracts	$	—	$	—	$	()	$	()

2025 2026 2027 2028 Thereafter Future lease payments Present value discount()Lease liabilities$ $ROU assets obtained in exchange for lease obligations, net of modifications$$Weighted-average remaining lease term (in years)Weighted-average discount rate % %

10.

$ $ Asset-backed U.S. commercial paper conduit facility Asset-backed securitization debt Unamortized discounts and debt issuance costs()()

Due in 2023, issued May 2020(a)

Due in 2024, issued November 2019(b)

Due in 2025, issued June 2020

Due in 2026, issued April 2023(c)

% Due in 2027, issued February 2022

Due in 2028, issued March 2023 % Unamortized discounts and debt issuance costs()() Senior notes:Due in 2025, issued July 2015

Due in 2045, issued July 2015

Unamortized discounts and debt issuance costs()() Long-term debt Current portion of long-term debt, net()()Long-term debt, net$ $

(a)€ million par value remeasured to U.S. dollar at December 31, 2022

(b)€ million par value remeasured to U.S. dollar at December 31, 2023 and 2022, respectively

(c)€ million par value remeasured to U.S. dollar at December 31, 2023

2025 2026 2027 2028 Thereafter Future principal payments$ Unamortized discounts and debt issuances costs()$

Unsecured Commercial Paper – Commercial paper maturities may range up to days from the issuance date. The weighted-average interest rate of outstanding commercial paper balances was % and % at December 31, 2023 and 2022, respectively.

Credit Facilities – The Company has a $ million credit facility that matures in April 2027 and a $ million credit facility that matures in April 2025. The credit facilities (together, the Global Credit Facilities) bear interest at variable rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based on the average daily unused portion of the aggregate commitments. The Global Credit Facilities are committed facilities primarily used to support the Company's unsecured commercial paper program.

Unsecured Notes – The fixed-rate U.S. dollar-denominated unsecured notes provide for semi-annual interest payments and the fixed-rate foreign currency-dominated unsecured notes provide for annual interest payments. Principal on the unsecured notes is due at maturity.

million of % and € million of % medium-term notes matured, respectively, and the principal and accrued interest were paid in full. During February and June of 2022, $ million of % and $ million of % medium-term notes matured, respectively, and the principal and accrued interest were paid in full.

Operating and Financial Covenants – Harley-Davidson Financial Services Inc. and the Company are subject to various operating and financial covenants related to the credit facilities and various operating covenants under the medium-term and senior notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.

The operating covenants limit the Company’s and Harley-Davidson Financial Services Inc.'s ability to:

•Assume or incur certain liens;

•Participate in certain mergers or consolidations; and

•Purchase or hold margin stock.

Under the current financial covenants of the Global Credit Facilities, the ratio of Harley-Davidson Financial Services Inc.’s consolidated debt, excluding secured debt, to Harley-Davidson Financial Services' consolidated allowance for credit losses on finance receivables plus Harley-Davidson Financial Services Inc’s consolidated shareholders' equity, excluding AOCL, cannot exceed to 1.0 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and consolidated shareholders’ equity (where the Company's consolidated debt in each case excludes that of Harley-Davidson Financial Services Inc. and its subsidiaries, and the Company's consolidated shareholders’ equity excludes AOCL), cannot exceed to 1.0 as of the end of any fiscal quarter. No financial covenants are required under the medium-term or senior notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.

11.

$()$ $ $ $ Asset-backed U.S. commercial paper conduit facility () Unconsolidated VIEs:Asset-backed Canadian commercial paper conduit facility () $ $()$ $ $ $ 2022Finance receivablesAllowance for credit lossesRestricted cashOther assetsTotal assetsAsset-backed debtOn-balance sheet assets and liabilities:Consolidated VIEs:Asset-backed securitizations$ $()$ $ $ $ Asset-backed U.S. commercial paper conduit facility () Unconsolidated VIEs:Asset-backed Canadian commercial paper conduit facility () $ $()$ $ $ $

On-Balance Sheet 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 on-balance sheet asset-backed securitization SPE is a separate legal entity, and the U.S. retail motorcycle finance receivables included in the asset-backed securitizations are only available for payment of the secured debt and other obligations arising from the 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. Restricted cash 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 currently have various contractual maturities ranging from 2024 to 2031.

The Company is the primary beneficiary of its on-balance sheet asset-backed securitization VIEs because it retains servicing rights and a residual interest in the VIEs in the form of a debt security. As the servicer, the Company is the variable interest holder with the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. As a residual interest holder, the Company has the obligation to absorb losses and the right to receive benefits which could potentially be significant to the VIE.

In 2023, the Company transferred $ billion of U.S. retail motorcycle finance receivables to separate SPEs which, in turn, issued $ billion, or $ billion net of discount and issuance costs, of secured notes through two separate on-balance sheet asset-backed securitization transactions. In 2022, the Company transferred $ billion of U.S. retail motorcycle finance receivables to separate SPEs which, in turn, issued $ billion, or $ billion net of discount and issuance costs, of secured notes through two separate on-balance sheet asset-backed securitization transactions.

%October 2024 - April 2031February 2023$%March 2024 - June 2030June 2022$%April 2028April 2022$%April 2023 - January 2030August 2021$%August 2022 - May 2029February 2021$%February 2022 - September 2028

The Company uses the market approach to derive the fair value for its derivative financial instruments (Level 2). Foreign currency contracts, commodity contracts, and cross-currency swaps are valued using quoted forward rates and prices; interest rate caps are valued using quoted interest rates and yield curves.

LiveWire has outstanding warrants to purchase the common stock of LiveWire Group, Inc. comprised of public (Level 1) and private placement (Level 2) warrants. The private placement warrants have terms and provisions that are economically similar to those of the public warrants. The fair value of the public and private placement warrants is determined using the closing market price of the public warrants. The warrants entitle the registered warrant holder to purchase share of LiveWire common stock at a price of $ per share and expire from the completion of the LiveWire business combination that occurred in 2022.

Nonrecurring Fair Value Measurements – Repossessed inventory was $ million and $ million at December 31, 2023 and 2022, respectively, for which the fair value adjustment was a decrease of $ million and $ million, respectively. Fair value is estimated using Level 2 inputs based on the recent market values of repossessed inventory.

Fair Value of Financial Instruments Measured at Cost – The carrying value of the Company’s Cash and cash equivalents and Restricted cash approximates their fair values. $ $ $ Liabilities:Deposits, net$ $ $ $ Debt:Unsecured commercial paper$ $ $ $ Asset-backed U.S. commercial paper conduit facilities$ $ $ $ Asset-backed Canadian commercial paper conduit facility$ $ $ $ Asset-backed securitization debt$ $ $ $ Medium-term notes$ $ $ $ Senior notes$ $ $ $

Finance Receivables, net – The carrying value of retail and wholesale finance receivables is amortized cost less an allowance for credit losses. The fair value of retail finance receivables is generally calculated by discounting future cash flows using an estimated discount rate that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The amortized cost basis of wholesale finance receivables approximates fair value because they are generally either short-term or have interest rates that adjust with changes in market interest rates.

13.

limited warranty on all new motorcycles sold worldwide, except in Japan, where the Company currently provides a standard limited warranty. The Company also provides a unlimited warranty on the battery for electric motorcycles. In addition, the Company provides a warranty for parts and accessories. The warranty coverage for the retail customer generally begins when the product is sold to a retail customer. The Company accrues for future warranty claims at the time of shipment using an estimated cost based primarily on historical Company claim information.

Additionally, the Company has from time to time initiated certain voluntary recall campaigns. The Company records estimated recall costs when the liability is both probable and estimable. This generally occurs when the Company's management approves and commits to a recall. The warranty and recall liabilities are included in Accrued liabilities and Other long-term liabilities on the Consolidated balance sheets.

$ $ Warranties issued during the period Settlements made during the period()()()Recalls and changes to pre-existing warranty liabilities ()Balance, end of period$ $ $

million, $ million and $ million at December 31, 2023, 2022 and 2021, respectively.

14.

after rendering at least years of service to the Company. Some of the plans require participant contributions to partially offset benefit costs.

Obligations and Funded Status:

$ $ $ Service cost

Actuarial loss / (gains)

()()()Plan participant contributions

Plan amendment

Benefits paid()()()()

Settlements

()() ()Benefit obligation, end of period Change in plan assets:Fair value of plan assets, beginning of period Return on plan assets () ()Plan participant contributions Benefits paid()()()()Fair value of plan assets, end of period Funded status of the plan$ $ $ $()Funded status as recognized on the Consolidated balance sheets:Pension and postretirement assets$ $ $ $ Accrued liabilities()() ()Pension and postretirement liabilities()()()()$ $ $ $()Amounts included in Accumulated other comprehensive loss, net of tax:Prior service credits$ $ $ $()Actuarial losses (gains) ()()$ $ $()$()

$ Fair value of plan assets$ $ Plans with ABO in excess of fair value of plan assets: $ Granted $ Vested()$ Forfeited()$ Nonvested, end of period $

As of December 31, 2023, there was $ million of unrecognized compensation cost related to RSUs, aspirational shares, performance shares and performance shares settled in stock, net of estimated forfeitures, that is expected to be recognized over a weighted-average period of years.

Restricted Stock Units and Performance Shares - Settled in Cash – RSUs and performance shares settled in cash are recorded in the Consolidated balance sheets as a liability until vested. The fair value is determined based on the market price of the Company’s stock and is remeasured at each balance sheet date.

$ Granted $ Vested()$ Forfeited()$ Nonvested, end of period $

Stock Options – The Company estimated the grant date fair value of its 2021 stock option award using a Monte Carlo simulation, assuming a % expected dividend yield, an expected volatility rate of %, a risk-free interest rate of %, and an expected term of years. The Company uses historical volatility to determine the expected volatility of its stock. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury rates at the time of grant. The expected term of options granted assumes the options will be exercised halfway between the time that they are earned based on achieving the market condition and the end of the award term. There were stock options granted in 2023 or 2022.

103

$ Options granted $ Exercised $ Forfeited()$ Outstanding, end of period $ Exercisable, end of period $ $ $ Outstanding$ $ $ Exercisable$ $ $ )()) ) ) ()$()$()

(a)Amounts reclassified are included in the computation of net periodic benefit cost, discussed further in Note 14.

18.

segments: Harley-Davidson Motor Company (HDMC), LiveWire, and Harley-Davidson Financial Services (HDFS). The Company's reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.

HDMC designs, manufactures and sells motorcycles and also sells motorcycle parts, accessories, and apparel as well as licenses its trademarks. HDMC’s products are sold to retail customers primarily through a network of independent dealers. HDMC conducts business on a global basis, with sales in the U.S., Canada, Europe/Middle East/Africa (EMEA), Asia Pacific, and Latin America.

105

$ $ Gross profit Selling, administrative and engineering expense

Operating income

LiveWire: Revenue Gross profit() () Selling, administrative and engineering expense Operating loss()()()HDFS:Financial services revenue Financial services expense Operating income Operating income $ $ $

Additional segment information is set forth below as of December 31 (in thousands):

HDMC

LiveWire

HDFS

Consolidated

2023:

Assets

Depreciation and amortization

Capital expenditures

2022:

Assets

Depreciation and amortization

Capital expenditures

2021:

Assets

Depreciation and amortization

Capital expenditures

106

$ $ EMEA Canada Japan Australia and New Zealand Other countries $ $ $

LiveWire revenue(a):

United States International $ $ $

HDFS revenue(a):

United States$ $ $ Canada Europe Other countries $ $ $

Long-lived assets(b):

United States$ $ $ Thailand Other countries $ $ $

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

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

107

19.

$ $()$ Financial services () () Costs and expenses:Motorcycles and related products cost of goods sold Financial services interest expense Financial services provision for credit losses Selling, administrative and engineering expense () () Operating income Other income, net Investment income () Interest expense Income before income taxes () Income tax provision Net income () Less: (income) loss attributable to noncontrolling interests Net income attributable to Harley-Davidson, Inc.$ $ $()$

108

109

$ $ $ Accounts receivable, net () Finance receivables, net Inventories, net Restricted cash Other current assets () () Finance receivables, net Property, plant and equipment, net Pension and postretirement assets Goodwill Deferred income taxes () Lease assets Other long-term assets () $ $ $()$ LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent liabilities:Accounts payable$ $ $()$ Accrued liabilities () Short-term deposits, net Short-term debt Current portion of long-term debt, net () Long-term deposits, net Long-term debt, net Lease liabilities Pension and postretirement liabilities Deferred income taxes Other long-term liabilities

Commitments and contingencies (Note 15)

Shareholders’ equity () $ $ $()$

110

Commitments and contingencies (Note 15)

Shareholders’ equity () $ $ $()$

111

$ $()$ Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization Amortization of deferred loan origination costs Amortization of financing origination fees Provision for long-term employee benefits() ()Employee benefit plan contributions and payments () ()Stock compensation expense Net change in wholesale finance receivables related to sales ()()Provision for credit losses Deferred income taxes()() ()Other, net()()()()Changes in current assets and liabilities:

Accounts receivable, net

() ()Finance receivables - accrued interest and other () ()

Inventories, net

Accounts payable and accrued liabilities

() () Other current assets()() () () Net cash provided by operating activities () Cash flows from investing activities:Capital expenditures()() ()Origination of finance receivables () ()Collections on finance receivables () Other investing activities() ()Net cash used by investing activities()() ()

112

Repayments of medium-term notes () ()Proceeds from securitization debt Repayments of securitization debt () ()Borrowings of asset-backed commercial paper Repayments of asset-backed commercial paper () ()Net increase in unsecured commercial paper Net increase in deposits Dividends paid ()() ()Repurchase of common stock() ()Other financing activities () Net cash (used) provided by financing activities() ()Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

$ $()$ $ Cash, cash equivalents and restricted cash:Cash, cash equivalents and restricted cash, beginning of period$ $ $ $ Net decrease in cash, cash equivalents and restricted cash () Cash, cash equivalents and restricted cash, end of period$ $ $ $

113

$ $()$ Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization Amortization of deferred loan origination costs Amortization of financing origination fees Provision for long-term employee benefits() ()Employee benefit plan contributions and payments() ()Stock compensation expense Net change in wholesale finance receivables related to sales ()()Provision for credit losses Deferred income taxes()()()()Other, net()()()()Changes in current assets and liabilities:

Accounts receivable, net

() ()Finance receivables - accrued interest and other

Inventories, net

() ()

Accounts payable and accrued liabilities

() () Other current assets()() ()() ()()Net cash provided by operating activities () Cash flows from investing activities:Capital expenditures()() ()Origination of finance receivables () ()Collections on finance receivables () Other investing activities Net cash used by investing activities()() ()

114

Cash received from business combination

Other financing activities() ()Net cash (used) provided by financing activities()() ()Effect of exchange rate changes on cash, cash equivalents and restricted cash()() ()

Net decrease in cash, cash equivalents and restricted cash

$()$()$ $()Cash, cash equivalents and restricted cash:Cash, cash equivalents and restricted cash, beginning of period$ $ $ $

Net decrease in cash, cash equivalents and restricted cash

()() ()Cash, cash equivalents and restricted cash, end of period$ $ $ $

20.

million of U.S. retail motorcycle finance receivables to an SPE which, in turn, issued $ million of debt to the U.S. Conduit Facilities. In February 2024, the Company also transferred C$ million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of C$ million.

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

None.

Item 9A. Controls and Procedures

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

Management’s Report on Internal Control over Financial Reporting – The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of management, including the principal executive officer and

115

principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation under the framework in Internal Control – Integrated Framework, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023. Ernst & Young LLP, an independent registered public accounting firm, has audited the Consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of the Company’s internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm – The attestation report required under this Item 9A is contained in Item 8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K under the heading Report of Independent Registered Public Accounting Firm.

Changes in Internal Controls – There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

During the three months ended December 31, 2023, no director or Section 16 officer of the Company or a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information to be included in the Company’s definitive proxy statement for the 2024 annual meeting of shareholders (the Proxy Statement) under the captions Questions and Answers about the Company – Who are our executive officers for SEC purposes?, Board Matters and Corporate Governance – Audit and Finance Committee, Proposal 1: Election of Directors, Audit and Finance Committee Report, and Board Matters and Corporate Governance – Independence of Directors is incorporated by reference herein.

The information on beneficial ownership reporting compliance will be contained under the caption Section 16(A) Beneficial Ownership Reporting - Delinquent Section 16(A) Reports in our 2024 proxy statement and is incorporated herein by reference.

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

Item 11. Executive Compensation

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

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

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

116

The following table provides information about the Company’s equity compensation plans as of December 31, 2023:


Plan Category	Number of securities to be issued upon the exercise of outstanding options	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Plan approved by shareholders:
Management employees	625,875	$	41.93	4,701,888
Plan not approved by shareholders:
Non-employee Board of Directors	—	$	—	39,117
	625,875			4,741,005

Documents for the Company’s equity compensation plans have been filed with the Securities and Exchange Commission on a timely basis and included in the list of exhibits to this Annual Report on Form 10-K.

Under the Company’s management plan its Board of Directors may grant to employees share-based awards including restricted stock units (RSUs), performance shares, aspirational performance shares and nonqualified stock options. RSUs vest ratably over a three-year period. Performance shares include a three-year performance period with vesting based on achievement of internal performance targets and, beginning with the 2021 grant, include a vesting component based on a Total Shareholder Return (TSR) relative to a peer group. Aspirational performance shares are earned only to the extent the aspirational share price goals for the Company's stock are achieved by December 31, 2025. If a share price goal is met, then 50% of the associated aspirational performance shares vest and the remaining 50% vest on the one-year anniversary of the date on which the share price goal was achieved. Dividend or dividend equivalents are paid on RSUs, performance shares and aspirational shares that ultimately vest. Stock options granted under the Plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and for grants made prior to 2021 vest ratably over a three-year period with the first one-third of the grant becoming exercisable one year after the date of grant. Stock options granted under the Plan in 2021 include a service component to vest and a market condition to become exercisable. The 2021 stock options expire 10 years from the grant date or, if the grantee's employment ceases prior to December 31, 2023, 6 years from the grant date. Stock options granted prior to 2021 expire 10 years from the date of grant.

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

In May 2021, the Human Resources Committee of the Company's Board of Directors approved updated stock ownership guidelines (Ownership Guidelines). The Ownership Guidelines stipulate that all Directors hold five times their annual retainer in shares of common stock, the Chief Executive Officer hold six times his or her base salary in shares of common stock or certain rights to acquire common stock and Senior Management Leaders and other Senior leaders (Senior Executives) hold from one time to three times of their base salary in shares of common stock, or certain rights to acquire common stock, depending on their level. The Directors, the Chief Executive Officer and Senior Executives have five years from either: (i) the date they are elected a Director, become the Chief Executive Officer or become a Senior Executive; or (ii) May 20, 2021, whichever is longer, to accumulate the appropriate number of shares of common stock. Restricted stock, RSUs, shares held in 401(k) accounts, deferred stock units and shares of common stock held directly count toward satisfying the guidelines for common stock ownership.

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

The information to be included in the Company's Proxy Statement under the captions Certain Transactions and Board Matters and Corporate Governance – Independence of Directors are incorporated by reference herein.

Item 14. Principal Accountant Fees and Services

The information to be included in the Company's Proxy Statement under the caption Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm – Fees Paid to Ernst & Young LLP is incorporated by reference herein.

117

PART IV

Item 15. Exhibits and Financial Statement Schedules

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


(1)	Financial Statements under Item 8. Consolidated Financial Statements and Supplementary Data
	Reports of Independent Registered Public Accounting Firm	56
	Consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020	59
	Consolidated statements of comprehensive income for the years ended December 31, 2022, 2021, and 2020	60
	Consolidated balance sheets at December 31, 2022 and 2021	61
	Consolidated statements of cash flows for the years ended December 31, 2022, 2021, and 2020	63
	Consolidated statements of shareholders’ equity for the years ended December 31, 2022, 2021, and 2020	64
	Notes to Consolidated financial statements	65
(2)	Financial Statement Schedule
	Schedule II – Valuation and qualifying accounts	118
(3)	Exhibits	119

Reference is made to the separate Index to Exhibits contained on the following pages filed herewith.

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

Item 16. Form 10-K Summary

None.

118

HARLEY-DAVIDSON, INC.

SCHEDULE II -

$ $ Provision charged to expense Reserve adjustments ()()Write-offs, net of recoveries()()()Balance, end of period$ $ $ Finance receivables - Allowance for credit lossesBalance, beginning of period$ $ $ Provision for credit losses Charge-offs, net of recoveries()()()Balance, end of period$ $ $

Inventories - Allowance for obsolescence(a)

Balance, beginning of period$ $ $ Provision charged to expense Reserve adjustments ()()Write-offs, net of recoveries()()()Balance, end of period$ $ $ Deferred tax assets - Valuation allowanceBalance, beginning of period$ $ $ Adjustments ()Balance, end of period$ $ $

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

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

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

119


INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No.						Description
2.1						Business Combination Agreement, dated as of December 12, 2021, by and among Harley-Davidson, Inc., AEA-Bridges Impact Corp., LW EV Holdings, Inc., LW EV Merger Sub, Inc. and LiveWire EV, LLC (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated December 15, 2021 (File No. 1-9183))
3.1						Restated Articles of Incorporation of Harley-Davidson, Inc. as amended through May 28, 2020 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2021 (File No. 1-9183))
3.2						Amended and Restated By-Laws of Harley-Davidson, Inc., effective as of February 4, 2022 (incorporated herein by reference to Exhibit 3.01 to the Registrant's Current Report on Form 8-k dated February 8, 2022 (File No. 1-9183))
4.1						5-Year Credit Agreement, dated as of April 6, 2018, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent 2020 (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018 (File No. 1-9183))
4.2						Amendment No. 2 to 5-Year Credit Agreement, dated as of April 1, 2020, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as, among other things, global administrative agent, relating to the 5-Year Credit Agreement, dated as of April 6, 2018, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent (incorporated herein by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 29, 2020 (File No. 1-9183))
4.3						Officers' Certificate, dated February 9, 2018, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of 3.350% Medium-Term Notes due 2023 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2018 (File No. 1-9183))
4.4						Fiscal Agency Agreement, dated November 19, 2019, relating to the 0.9% Medium Term Notes due November 2024, among certain subsidiaries of the Company, The Bank of New York Mellon Trust Company, N.A. and The Bank of New York Mellon, London Branch (incorporated herein by reference to Exhibit 4.20 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-9183))
4.5						Fiscal Agency Agreement, dated May 19, 2020, relating to the 3.875% Medium Term Notes due May 2023, among certain subsidiaries of the Company, The Bank of New York Mellon, London Branch and The Bank of New York Mellon SA/NV, Luxembourg Branch (incorporated herein by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 2020 (File No. 1-9183))
4.6						Officers' Certificate, dated June 8, 2020, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of 3.350% Medium-Term Notes due 2025 (incorporated herein by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 2020 (File No. 1-9183))
4.7						Officers' Certificate, dated July 28, 2015 establishing the form of 3.500% Senior Notes due 2025 and 4.625% Senior Notes due 2045 (incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on From 8-K dated July 28, 2015 (File No. 1-9183))
4.8						Indenture, dated as of March 4, 2011, among Harley-Davidson Financial Services, Inc., Issuer, Harley-Davidson Credit Corp., Guarantor, and Bank of New York Mellon Trust Company, N.A., Trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated March 1, 2011 (File No. 1-9183))
4.9						Indenture, dated July 28, 2015, by and between Harley-Davidson, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee. (incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated July 28, 2015 (File No. 1-9183))
4.10						Description of Registrants Securities (incorporated herein by reference to Exhibit 4.22 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-9183))
4.11						Officers' Certificate, dated February 14, 2022, pursuant to Sections 102 and 301 of the Indenture, dated December 18, 2020, with the form of 3.050% Medium-Term Notes due 2027 (incorporated herein by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 27, 2022 (File No. 9183))
4.12						Second Amended and Restated 5-Year Credit Agreement, dated as of April 7, 2022, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto, and JPMorgan Chase Bank, N.A., as, among other things, global administrative agent, relating to the 5-year Credit Agreement, dated as of April 1, 2020, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent (incorporated herein by reference to Exhibit 4.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 27, 2022 (File No. 9183))

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

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).

120


INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No.						Description
4.13						Second Amended and 7-Year Restated Credit Agreement, dated as of April 7, 2022, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto, and JPMorgan Chase Bank, N.A., as, among other things, global administrative agent, relating to the 7-year Credit Agreement, dated as of April 1, 2020, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent (incorporated herein by reference to Exhibit 4.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 27, 2022 (File No. 1-9183))
4.14						Officers' Certificate, dated March 10, 2023, pursuant to Sections 102 and 301 of the Indenture, dated December 18, 2020, with the form of 6.50% Medium-Term Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 1-9183))
4.15						Officers' Certificate, dated April 3, 2023, pursuant to a fiscal agency agreement dated April 5, 2023, with the form of 5.125% Guaranteed Notes due 2026 (incorporated herein by reference to Exhibit 4.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No. 1-9183))
10.1*						Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on April 25, 2009 filed on April 3, 2009 (File No. 1-9183))
10.2*						Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.3*						Form of Notice of Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.4*						Form of Notice of Special Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.5*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.6*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
10.7*						Amended and Restated Harley-Davidson, Inc. 2014 Incentive Stock Plan as amended effective January 25, 2019 (incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 1-9183))
10.8*						Form of Notice of Grant of Stock Options and Stock Option Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2015 (File No. 1-9183))
10.9*						Form of Notice of Grant of Stock Options and Stock Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2015 (File No. 1-9183))
10.10*						Form of Notice of Award of Performance Shares and Performance Share Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 1-9183))

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

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).

121


INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No.						Description
10.11*						Form of Notice of Award of Performance Share Units and Performance Share Unit Agreement (Standard International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 1-9183))
10.12*						Form of Notice of Award of Performance Shares and Performance Share Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 1-9183))
10.13*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special Retention) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 1-9183))
10.14*						Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard), Form of Notice of Award of Performance Share Units and Performance Share Unit Agreement (Standard International), and Form of Notice of Award of Performance Shares and Performance Shares Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2018 (incorporated herein by reference to Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
10.15*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard International), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special), and Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special Retention) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2019 (incorporated herein by reference to Exhibit 10.45 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
10.16*						Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard) and Form of Notice of Award of Performance Share Units and Performance Share Unit Agreement (Standard International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2019 (incorporated herein by reference to Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
10.17*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard International), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special Retention), and Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2018 (incorporated herein by reference to Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
10.18*						Harley-Davidson, Inc. 2020 Incentive Stock Plan (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on May 21, 2020 filed on April 9, 2020 (File No. 1-9183))
10.19*						Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan to Mr. Zeitz (incorporated herein by reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-9183))
10.20*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard International), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special Retention), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special International Retention), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (All-US), and Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (All-International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan first approved for use in February 2021 (incorporated herein by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-9183))
10.21*						Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan first approved for use in February 2021 (incorporated herein by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-9183))
10.22*						Amended and Restated Harley-Davidson, Inc. Director Stock Plan as amended effective May 19, 2023

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

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).

122


INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No.						Description
10.23*						Director Compensation Policy approved April 29, 2016 (incorporated herein by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2016 (File No. 1-9183))
10.24*						Harley-Davidson Retiree Insurance Allowance Plan, as amended and restated effective January 1, 2016 (incorporated herein by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-9183))
10.25*						Harley-Davidson Pension Benefit Restoration Plan as amended and restated effective January 1, 2009 (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-9183))
10.26*						Deferred Compensation Plan for Nonemployee Directors as amended and restated effective January 1, 2009 (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-9183))
10.27*						Harley-Davidson Management Deferred Compensation Plan as amended and restated effective January 1, 2017 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2016 (File No. 1-9183))
10.28*						Harley-Davidson, Inc. Short-Term Incentive Plan for Senior Executives (incorporated herein by reference to Appendix D to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held April 30, 2011 (File No. 1-9183))
10.29*						Amended and Restated Harley-Davidson, Inc. Employee Incentive Plan as amended effective January 1, 2021 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2021 (File No. 1-9183))
10.30*						Executive Severance Plan amendments through May 31, 2021 (incorporated herein by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-9183))
10.31*						Form of Transition Agreement between the Registrant and each of Messrs. Zeitz, Krause, Root, Koval, and Krishnan and Ms. Termaat (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020 (File No. 1-9183))
10.32*						Acting President and Chief Executive Officer offer letter (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2020 (File No. 1-9183))
10.33*						President and Chief Executive Officer letter agreement dated December 1, 2021 (incorporated herein by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 1-9183))
10.34						Settlement Agreement, dated March 27, 2020, by and among Harley-Davidson, Inc., and Impala Master Fund Ltd. and Impala Asset Management LLC (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 30, 2020 (File No. 1-9183))
10.35						Long Term Collaboration Agreement, dated as of December 12, 2021, by and between LiveWire EV, LLC and Kwang Yang Motor Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 15, 2021 (File No. 1-9183))
10.36						Form of Investment Agreement (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed December 15, 2021 (File No. 1-9183))
10.37						Cooperation Agreement, dated as of February 2, 2022, by and among Harley-Davidson, Inc. and H Management and certain of its affiliates (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 3, 2021 (File No. 1-9183))
10.38*						Amended and restated Harley-Davidson, Inc. 2020 Incentive Stock Plan ( incorporated herein by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on May 12, 2022 filed on April 1, 2022 (File No. 1-9183))
10.39*						Harley-Davidson, Inc. 2022 Aspirational Incentive Stock Plan (incorporated herein by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on May 12, 2022 filed on April 1, 2022 (File No. 1-9183))
10.40*						Form of Notice of Award of Performance Shares and Performance Shares Agreement (Aspirational Incentive Stock Plan - Non-CEO Award), Form of Notice of Award of Performance Shares and Performance Shares Agreement (Aspirational Incentive Stock Plan - CEO Award) (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-Q for the quarter ended September 25, 2022 (File No. 1-9183))

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

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).

123


INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No.						Description
10.41*						Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan first approved for use in February 2023 (incorporated herein by reference to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-9183))
10.42*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan first approved for use in February 2023
10.43*						Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan first approved for use in February 2023 (incorporated herein by reference to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-9183))
10.44						Form of Investment Agreements (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 (File No. 333-262573) filed on February 7, 2022).
10.45						Registration Rights Agreement, dated as of September 26, 2022 by and among LiveWire EV, LLC and the holders party thereto (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.46#						Separation Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.47						Tax Matters Agreement, dated as of September 26, 2022, by and among LiveWire Group, Inc. and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.48#						Contract Manufacturing Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson Motor Company Group, LLC. (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.49#						Transition Services Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC. and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.50#						Master Services Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.51#						Intellectual Property License Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.52#						Trademark License Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.53#						Joint Development Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.54*						Employee Matters Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed September 26, 2022 (File No. 1-9183))
10.55						Investor Support Agreement, dated as of December 12, 2021, by and among AEA-Bridges Sponsor LLC, LiveWire EV, LLC, LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), Harley-Davidson, Inc., John Garcia, John Replogle, and George Serafeim (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 (File No. 333-262573), filed on May 20, 2022).
10.56*						Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan first approved for use in February 2024
21						Harley-Davidson, Inc. Subsidiaries
23						Consent of Independent Registered Public Accounting Firm

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

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).

124


INDEX TO EXHIBITS [Items 15(a)(3) and 15(c)]
Exhibit No.						Description
31.1						Chief Executive Officer Certification pursuant to Rule 13a-14(a)
31.2						Chief Financial Officer Certification pursuant to Rule 13a-14(a)
32						Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
97						Financial Statement Compensation Recoupment Policy
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

125

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2024.



HARLEY-DAVIDSON, INC.
By:						/s/ Jochen Zeitz
						Jochen Zeitz
						President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2024.



Name						Title

/s/ Jochen Zeitz						Chairman, President and Chief Executive Officer
Jochen Zeitz						(Principal executive officer)

/s/ Jonathan R. Root						Chief Financial Officer
Jonathan R. Root						(Principal financial officer)

/s/ Mark R. Kornetzke						Chief Accounting Officer
Mark R. Kornetzke						(Principal accounting officer)

/s/ Troy Alstead						Director
Troy Alstead

/s/ Jared D. Dourdeville						Director
Jared D. Dourdeville

/s/ James Duncan Farley, Jr.						Director
James Duncan Farley, Jr.

/s/ Allan Golston						Director
Allan Golston

/s/ Sara Levinson						Director
Sara Levinson

/s/ Norman Thomas Linebarger						Presiding Director
Norman Thomas Linebarger

/s/ Rafeh Masood						Director
Rafeh Masood

/s/ Maryrose Sylvester						Director
Maryrose Sylvester

HARLEY-DAVIDSON, INC. - Annual Report: 2023 (Form 10-K)

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