•~~York, Pennsylvania – International Association of Machinist and Aerospace Workers (IAM), agreement will expire on October 15, 2022~~

•~~Milwaukee, Wisconsin – United Steelworkers of America (USW) and IAM, agreements will expire on March 31, 2024~~

•~~Tomahawk, Wisconsin – USW, agreement will expire on March 31, 2024~~

Harley-Davidson Financial Services Segment (HDFS)

~~The Financial Services segment consists of~~ HDFS ~~which~~ is engaged in the business of financing and servicing wholesale inventory receivables and retail consumer loans, primarily for the purchase of Harley-Davidson and LiveWire motorcycles. HDFS also works with certain unaffiliated insurance companies to provide motorcycle insurance and protection products to motorcycle owners. HDFS conducts business principally in the U.S. and Canada. The ~~Company’s independent~~ dealers ~~and~~of HDMC as well as their retail customers in EMEA, Asia Pacific and Latin America generally have access to financing through third-party financial institutions, some of which have licensing agreements with HDFS.

Wholesale Financial Services – HDFS provides wholesale financial services to the U.S. and Canadian independent ~~Harley-Davidson~~ dealers of HDMC and LiveWire, including floorplan and open account financing of motorcycles and ~~P&A.~~parts and accessories. All of the U.S. and Canadian independent dealers of HDMC and all U.S. independent dealers of LiveWire utilized ~~HDFS'~~HDFS financing programs at some point during ~~2020.~~2022.

Retail Financial Services – HDFS provides retail financing to consumers, consisting primarily of installment lending for the purchase of new and used Harley-Davidson motorcycles. ~~HDFS’~~HDFS’s retail financial services are available through most ~~independent Harley-Davidson~~of the dealerships of HDMC and LiveWire in the U.S. and Canada.

Insurance Services – HDFS works with certain unaffiliated insurance companies which offer point-of-sale protection products through most ~~independent Harley-Davidson~~of the dealers of HDMC and LiveWire in the U.S. and Canada, including motorcycle insurance, extended service contracts and motorcycle maintenance protection. HDFS also direct-markets motorcycle insurance and extended service contracts to owners of Harley-Davidson motorcycles. In addition, HDFS markets a comprehensive package of business insurance coverages and services to owners of independent ~~Harley-Davidson~~HDMC and LiveWire dealerships.

Licensing – HDFS has licensing arrangements with third-party financial institutions that issue credit cards bearing the Harley-Davidson brand in the U.S. and certain international markets. Internationally, HDFS licenses the Harley-Davidson brand to local third-party financial institutions that offer products to ~~the Company’s~~ retail customers of HDMC such as financing and insurance.

Funding – The Company believes a diversified and cost-effective funding strategy is important to meet ~~HDFS’~~HDFS's goal of providing credit while delivering appropriate returns and profitability. ~~Financial Services~~HDFS operations in ~~2020~~2022 were funded with unsecured debt, unsecured commercial paper, asset-backed commercial paper conduit facilities, committed unsecured bank facilities, asset-backed securitizations, and ~~deposits.~~brokered certificates of deposit that HDFS offers to customers indirectly through contractual arrangements with third-party banks and/or securities brokerage firms through its bank subsidiary.

Competition – The Company regards ~~its~~the ability of HDFS to offer a package of wholesale and retail financial services in the U.S. and Canada as a significant competitive advantage. Competitors in the financial services industry compete for business based largely on price and, to a lesser extent, service. HDFS competes on convenience, service, brand association, dealer relations, industry experience, terms, and price.

In the U.S. and Canada, HDFS financed ~~67.6%~~64.9% and ~~42.2%~~31.5% of new Harley-Davidson motorcycles retailed by ~~independent~~ dealers during ~~2020,~~2022, respectively, compared to ~~65.9%~~64.8% and ~~45.0%~~33.3%, respectively, during ~~2019.~~2021. Competitors for retail motorcycle finance business are primarily banks, credit unions and other financial institutions. In the motorcycle insurance business, competition primarily comes from national insurance companies and from insurance agencies serving local or regional markets. For insurance-related products such as extended service contracts, HDFS faces competition from certain regional and national industry participants as well as dealer in-house programs. Competition for the wholesale motorcycle finance business primarily consists of banks and other financial institutions providing wholesale financing to ~~independent Harley-Davidson~~ dealers in their local markets.

Trademarks – HDFS uses various trademarks and trade names for its financial services and products, which are licensed from ~~H-D U.S.A.~~Harley-Davidson Motor Company, Inc., ~~LLC,~~ including HARLEY-DAVIDSON, H-D and the Bar & Shield ~~logo.~~Logo.

Seasonality – HDFS experiences seasonal variations in retail financing activities based on the timing of regional riding seasons in the U.S. and Canada. In general, from mid-March through August, retail financing volume is greatest. HDFS wholesale financing volume is affected by inventory levels at ~~independent Harley-Davidson~~ dealers. ~~Independent dealers~~Dealers generally have higher inventory in the first half of the year. As a result, outstanding wholesale finance receivables are generally higher during the same period.

Regulation – HDFS operations are generally subject to supervision and regulation by federal and state administrative agencies and various foreign governmental authorities. Many of the requirements imposed by such entities are in place to provide consumer protection as it pertains to the selling and servicing of financial products and services. Therefore, HDFS operations may be subject to limitations imposed by regulations, laws and judicial and/or administrative decisions. In the U.S., for example, applicable laws include the federal Truth-in-Lending Act, Equal Credit Opportunity Act and Fair Credit Reporting Act.

Depending on the specific facts and circumstances involved, non-compliance with these laws may limit the ability of HDFS to collect all or part of the principal or interest on applicable loans, entitling the borrower to rescind the loan or to obtain a refund of amounts previously paid, or could subject HDFS to the payment of damages or penalties and administrative sanctions, including “cease and desist” orders, and could limit the number of loans eligible for ~~HDFS' securitization~~HDFS's asset-backed financing programs.

The Dodd-Frank Wall Street Reform and Consumer Protection Act granted the federal Consumer Financial Protection Bureau (the Bureau) significant supervisory, enforcement and rule-making authority in the area of consumer financial products and services. Certain actions and regulations of the Bureau will directly impact HDFS and its operations. For example, the Bureau has supervisory authority over non-bank larger participants in the vehicle financing market, which includes a non-bank subsidiary of HDFS.

Such regulatory requirements and associated supervision also could limit the discretion of HDFS in operating its business. Noncompliance with applicable statutes or regulations could result in the suspension or revocation of any charter, license or registration at issue, as well as the imposition of civil fines, criminal penalties and administrative sanctions.

Eaglemark Savings Bank (ESB), a subsidiary of HDFS, is a Nevada state thrift chartered as an Industrial Loan Company. The activities of ESB are governed by federal laws and regulations and State of Nevada banking laws. ESB is subject to examination by the Federal Deposit Insurance Corporation (FDIC) and Nevada state bank examiners. ESB originates retail loans, retains certain of those loans and sells the remaining loans to a non-banking subsidiary of HDFS. This process allows HDFS to offer retail products with many common characteristics across the U.S. and to similarly service loans to U.S. retail customers.

~~Employees~~ ~~– As of December 31, 2020, the Financial Services segment had approximately 550 employees.~~

Human Capital Management

Under The Rewire, the Company undertook a thorough review of its operating model, resulting in a complete organizational restructuring that resulted in the elimination of approximately 700 positions globally, including the termination of approximately 500 employees. The result is, asWorkforce Composition –As of December 31, ~~2020, a~~2022, the Company’s global workforce was comprised of approximately ~~5,200 employees. As part of The Rewire,~~6,300 employees, including approximately 5,500, 200 and 600 employees within the HDMC, LiveWire, and HDFS segments, respectively. Of all employees, 84.7% are based in the U.S., 55.6% are salaried, and 39.1%, or approximately 2,500 hourly unionized employees at the Company's U.S. manufacturing facilities, are represented as follows with collective bargaining agreements:

•York, Pennsylvania – International Association of Machinist and Aerospace Workers (IAM); agreement will expire on October 15, 2027

•Milwaukee, Wisconsin – United Steelworkers of America (USW) and IAM; agreements will expire on March 31, 2024

•Tomahawk, Wisconsin – USW, agreement will expire on March 31, 2024

Based on employee-provided identity information, 71.2% of the Company’s global workforce was male and 76.2% of the U.S. workforce was white at the end of 2022. The following table provides gender and race/ethnicity information for the Company's employees at the end of the last two years and for new hires during those years. The information is presented for both the total workforce and for the management and above portion of the Company's workforce. The gender identity information is for the global workforce and the race/ethnicity information is for the U.S. workforce.


	Management and Above								Total Workforce
	Employees				New Hires				Employees				New Hires
	2022		2021		2022		2021		2022		2021		2022		2021
Global Gender Identity:
Male	68.0	%	70.5	%	66.7	%	65.9	%	71.2	%	71.8	%	70.6	%	73.9	%
Female	32.0	%	29.5	%	33.3	%	34.1	%	28.8	%	28.2	%	29.4	%	26.1	%

Diversity (U.S.):
White	84.3	%	87.4	%	74.0	%	64.1	%	76.2	%	78.4	%	61.4	%	64.2	%
Of global majority	15.7	%	12.6	%	26.0	%	35.9	%	23.8	%	21.6	%	38.6	%	35.8	%

Female & Diverse:
U.S. white male	44.3	%	48.9	%	38.9	%	29.5	%	46.2	%	49.2	%	35.7	%	42.9	%
Global females & U.S. males of global majority	39.7	%	35.7	%	50.0	%	51.1	%	42.4	%	40.9	%	51.7	%	50.2	%

Employee Wellbeing –Inclusive Stakeholder Management ~~(ISM) team was formed, bringing together personnel focused on~~continues to be one of six key ~~elements of inclusion, sustainability, social impact~~priorities under The Hardwire, and ~~future of work. One of~~ the Company's first commitments under ISM was to extend employee ownership to all employees by offering an equity grant to approximately 4,500 employees not otherwise eligible for equity grants, including hourly production workers, in February 2021.

~~The~~ Company believes that the success of The Hardwire will be realized through the engagement and empowerment of its employees. The ~~Company believes all stakeholders~~Company's overall employee wellbeing objectives are ~~more successful when they are included. Key areas of focus for~~to develop an inclusive and diverse workforce and establish progressive work environments, policies, and practices. Progress against those objectives included:

•In 2022, the Company ~~include:~~extended, to all U.S. employees, the availability of free, confidential financial education and one-on-one support through a partnership with Operation HOPE, a non-profit, for purpose organization dedicated to financial dignity and inclusion.

~~Diversity, Equity~~•In 2022, the Company continued with a commitment to a flexible workplace environment by not mandating “days in the office” while maintaining a virtual first mindset. In April 2022, the Company updated its vacation policy for salaried employees, implementing a flexible policy that does not limit vacation time, rather it allows the employee to manage and ~~Inclusion (DEI)~~ flex their time off while meeting their performance objectives.

•–In April 2022, the Company conducted a Month of Volunteering challenge. Over one hundred employees completed 667 hours of service. This new program encouraged employees to make meaningful impacts in their local communities while deepening relationships and contributing positively to their physical and mental health.

•In 2022, the Company continued to implement its revamped Total Rewards approach which included pay for performance, pay transparency, and annual market evaluations. In addition, a pay equity evaluation was conducted by an external party. The Company continues to focus on managing its healthcare costs through education and wellness activities and in 2022 did not pass any additional costs on to its workforce while continuing to provide above market medical, dental and vision benefits.

•The Company ~~understands~~continued its strong health and safety performance through 2022 with its best performance since it started tracking health and safety metrics, ending the year with a 0.4 recordable rate, 0.2 restricted time (DART) rate and 0.2 lost time (DAFWII) rate for the Company.

•With respect to training and development in 2022, the Company had six employees selected to participate in a new mentoring initiative for diverse, rising leaders through its partnership with PwC CEO Action. Four employees participated in United Way of Greater Milwaukee & Waukesha County Project LEAD (Leadership Effectiveness & Diversity). This in-depth seven-week training program prepares community members for leadership roles on nonprofit boards and committees, with an emphasis on recruiting participants from underrepresented board populations (women, racially and ethnically diverse, young professionals).

•In 2022, 15 employees participated in the Southeastern Wisconsin YWCA Conversations on Race program and approximately 70 leaders across the Company participated in a two-day Courageous Leader DEI Summit.

•With respect to learning and development in 2022, the Company hosted a leadership and culture series that involved 1,075 employees in 9 targeted topics, enabling them to learn and connect with others around the ~~strength~~world, while helping the Company continue its journey of building an H-D#1 culture. Over 500 employees participated in the New Employee Community onboarding experience to strengthen their transition into the Company. Forty leaders participated in one-on-one coaching to support their leadership development, and 2,570 people consumed 27,669 on-demand digital learning items through our online learning portal, an increase of 4% compared to 2021. In addition, the Company engaged employees in asynchronous dialogue, reaching over 2,000 employees through various leadership and learning channels.

Climate Change

The Intergovernmental Panel on Climate Change and other experts continue to advise that we must act now to secure a livable and sustainable future for all. Climate change caused by increased levels of greenhouse gases creates risks to both the Company's business model and its operations. The Company continues to strive to reduce its environmental impact across all aspects of its ~~brand worldwide requires a diverse~~business and ~~inclusive workforce.~~ has committed to achieving net zero carbon emissions by 2050.

The Company is ~~committed~~focusing on the following areas as it defines its path to ~~building~~achieving net zero carbon emissions: (1) improving fuel economy and reducing emissions for combustion products; (2) working with its suppliers and through the upstream tiers to reduce the impacts of the entire supply chain; (3) using less energy and an increased mix of renewable energy in its factories and offices (and encouraging efforts for energy producers to be carbon neutral); (4) advancing and leading the industry in electric motorcycles; and (5) defining its approach to the use of carbon credits and offsets with a ~~more equitable workplace~~focus on supporting sustainable developments and ~~is revamping talent acquisition, development~~resiliency.

In 2022, the Company signed onto the Business Ambition for 1.5°C campaign from We Mean Business and ~~recognition practices accordingly. Harley-Davidson's DEI strategy focuses~~the UN-backed Race to Zero campaign, formalizing its commitments based on ~~three core principles: Invite Everyone~~the principles of the Science Based Targets initiative (SBTi) to keep the earth’s temperature rise below 1.5°C. In ~~Illuminate~~2023, the ~~Issues,~~Company aims to set interim targets and ~~Infuse Talent~~.have those targets validated by the SBTi. To ~~create~~further understand its status and areas of opportunity, the Company also submitted responses to the CDP Climate questionnaire as a ~~culture~~first-time responder, opting to keep our score private in 2022. This exercise allowed the Company to identify areas of ~~inclusion~~opportunity including further integrating Environmental, Social, and a workplace that supports diversity of background, thought, and perspectives, Business Employee Resource Groups (BERGs) provide opportunities for employees to exchange ideas, influence and deliver programming, grow and develop professionally andGovernance

911

~~personally,~~(ESG) across the business to better drive and measure performance and progress. The Company intends to continue to share its progress in its annual Inclusive Stakeholder Management Report.

Regulatory developments, global climate changes and consumer preferences will impact the Company’s interim targets.

In addition, climate change-related legislation and regulation could impact the Company and the actions it takes to respond to climate change concerns. The motorcycle industry is already subject to regulations worldwide that govern product characteristics and that differ by region, country, state or province and locality. Regulations continue to be proposed to address concerns regarding the environment, including global climate change and its impact. The precise implications of those actions, as well as support business initiatives. Currently, the following BERGs have been established and participation is open to all employees: African American, Asian Professionals, Latin American Professionals, LGBTQ+, Military, Women, and Young Professionals.~~Based on employee provided identity information, 71.4% of the Company’s workforce is male, 82.0% is White and 85.3% is U.S. based.~~

~~Health and Safety~~ –The Company believes that providing and expecting a healthy and safe work environment is vital to our success. It has created a world-class safety program that reduces safety risk by instilling a company-wide safety culture, instituting proactive engineering standards, implementing work-hardening programs, and providing on-site ergonomic resources and medical clinics. This cornerstone of the Company's workplace environment became even more front and center with the onset of the COVID-19 pandemic. Harley-Davidson quickly pivoted the majority of its salaried workforce to predominately remote work in March 2020. The Company's manufacturing facilities largely shut down mid-March through May 2020 resulting in layoffs for hourly workers, in accordance with the Company's collective bargaining agreements. As production resumed, the Company implemented strict protocols following best practice guidance from the Center for Disease Control (CDC) and World Health Organization (WHO), all while exceeding the Company's world class health and safety metrics (2020 OSHA Recordable Rate: 0.3, down 0.3 from 2019).

~~Talent and Culture~~ –The Company launched H-D #1 leadership principles to its global workforce in 2020 to serve as a guide in its cultural journey to become a high-performing organization. The Company is committed to making Harley-Davidson synonymous with highly desirable, inspiring, and engaged workplaces. The Company is evolving its workspaces and work ways, as well as its talent, employee development and retention practices to advance its five-year strategic plan, The Hardwire.future efforts, are uncertain.

Internet Access

The Company’s website address is http://www.harley-davidson.com. The Company’s website address for investor relations is http://investor.harley-davidson.com/.

The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports, are available on its investor relations website free of charge as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the United States Securities and Exchange Commission (SEC) and will be available on its investor website for a period of five (5) years thereafter. Prior SEC filings can be found on the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR).

In addition, the Company makes available, through its investor relations website, the following corporate governance materials: (i) the Company’s Corporate Governance Policy; (ii) Committee Charters approved by the Company’s Board of Directors for the Audit and Finance Committee, Human Resources Committee, Nominating and Corporate Governance Committee and Brand and Sustainability Committee; (iii) the Company’s Financial Code of Ethics; (iv) the Company’s Code of Business Conduct (the Code of Conduct); (v) the Conflict of Interest Process for Directors, Executive Officers and Other Employees (the Conflict Process); (vi) a list of the Company’s Board of Directors; (vii) the Company’s Bylaws; (viii) the Company’s Environmental and Energy Policy; (ix) the Company’s Policy for Managing Disclosure of Material Information; (x) the Company’s Supplier Code of Conduct; (xi) the ~~Sustainability Strategy~~Inclusive Stakeholder Management Report; (xii) the California Transparency in Supply Chain Act Disclosure; (xiii) the Statement on Conflict Minerals; (xiv) the Political Engagement and Contributions ~~2017-2020;~~2017-2021; and (xv) the Company's Clawback Policy. The Company's Notice of Annual Meeting and Proxy Statement for its ~~2021~~2023 annual meeting of shareholders, which will include information related to the compensation of the Company's named executive officers, will be made available through its investor relations website.

The Company satisfies the disclosure requirements under the Code of Conduct, the Conflict Process and applicable New York Stock Exchange listing requirements regarding waivers of the Code of Conduct or the Conflict Process by disclosing the information in the Company’s proxy statement for its annual meeting of shareholders or on its investor relations website. The Company is not including the information contained on or available through any of its websites as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

Item 1A. Risk Factors

An investment in Harley-Davidson, Inc. involves risks, including those discussed below. These risk factors should be considered carefully before deciding whether to invest in the Company.

Operational Risks

•~~The Company’s operations have been and may continue to be disrupted to varying degrees due to the COVID-19 pandemic.~~ The spread of COVID-19 and the subsequent actions taken to mitigate the spread impacted the Company's operations and ability to carry out its business as usual. The Company closed facilities, including temporarily suspending its global manufacturing starting in March 2020 through May 2020. At the end of April 2020, nearly sixty percent of the Company's global dealer network was temporarily closed due to various federal, state and local government actions that were implemented to attempt to mitigate the public health crisis. The Company’s worldwide retail sales of new Harley-Davidson motorcycles were down significantly versus the prior year due to the temporary dealer closures. In addition, the COVID-19 pandemic has disrupted the Company’s supply chain, including shortages and shipment delays; limited the ability of the Company’s distributors and independent dealers to operate; caused some retail customers to delay their purchase decisions; adversely impacted the ability of the Company’s retail credit customers to meet their loan obligations on a timely basis and made collection efforts more difficult; disrupted global capital markets impacting the Company’s access to capital, cost of capital, and overall liquidity levels; delayed the Company’s new product development efforts; and resulted in the cancellation or adjustments to the scope of riding and similar events that are important to the Company’s marketing efforts. While many of actions implemented to mitigate the spread of COVID-19 have been rolled back in certain markets, the continued spread of COVID-19, and the efforts to avoid that, could do the following, each of which could be material: (i) result in further disruptions of the Company’s supply chain; (ii) again limit the ability of the Company’s distributors and independent dealers to operate, which could impact their ability to purchase and sell the Company’s products and meet their loan obligations to the Company; (iii) continue to cause some retail customers to delay their purchase decisions, which could cause a decrease in demand for the Company’s product; (iv) continue to adversely impact the ability of the Company’s retail credit customers to meet their loan obligations on a timely basis and make collection efforts more difficult; (v) result in further disruption of global capital markets; (vi) continue to delay the Company’s new product development efforts; and (vii) cause other unpredictable events.

•The Company’s ability to remain competitive is dependent upon its capability to develop and successfully introduce new, innovative and compliant products. The motorcycle market ~~continues~~and electric vehicle market are highly competitive and continue to change in terms of styling preferences and advances in new technologies and, at the same time, ~~it is~~are subject to increasing regulations, including related to safety and emissions. Price, reliability, styling, quality, and product features are some of the factors that impact competition in the motorcycle market and electric vehicle market. The Company and LiveWire must continue to distinguish ~~its~~their products from ~~its~~their competitors’ products with unique styling and new technologies that consumers desire. Introducing new models may not lead to the desired result of driving unit sales growth. As the Company incorporates new and different features and technology into its products, the Company must protect its intellectual property from imitators and ensure its products do not infringe the intellectual property of other companies. In addition, these new products must comply with applicable regulations ~~worldwide~~in the markets in which they are sold and satisfy the potential demand for products that produce lower emissions and achieve better fuel economy. The Company must make product advancements to respond to changing consumer preferences, market demands, and ~~market demands.~~legal and regulatory requirements. The Company

must also be able to design and manufacture these products and deliver them to a global marketplace in an efficient and timely manner and at prices that are attractive to customers. As a pioneer in a new industry, the Company’s LiveWire segment operations inherently have limited experience designing, testing, manufacturing, marketing and selling electric motorcycles and the Company therefore cannot assure that they will be able to meet customer expectations. Electric vehicles are inherently new products and electric vehicle companies experience delays in the design, production and commercial release of new products. To the extent the LiveWire segment operations delay the launch of future models of electric vehicles, their growth prospects could be adversely affected as they may fail to establish or grow their market share. There can be no assurances that the Company will be successful in these endeavors, or that existing and prospective customers will like or want the Company’s new products.

•Increased supply of and/or declining prices for used motorcycles and excess supply of new motorcycles may adversely impact retail sales of new motorcycles by the Company’s ~~independent~~ dealers. The Company has observed that when the supply of used motorcycles increases or the prices for used Harley-Davidson motorcycles decline, there can be reduced demand among retail purchasers for new Harley-Davidson motorcycles (at or near manufacturer’s suggested retail prices). Further, the Company and its ~~independent~~ dealers can and do take actions that influence the markets for new and used Harley-Davidson motorcycles. For example, introduction of new motorcycle models with significantly different functionality, technology or other customer satisfiers can result in increased supply of used motorcycles, which could result in declining prices for used motorcycles and prior model-year new motorcycles. Also, while the Company is operating with a remodeled approach to supply and inventory management, that approach may not be effective, or the Company’s competitors could choose to supply new motorcycles to the market in excess of demand at reduced prices, which could also have the effect of reducing demand for new Harley-Davidson motorcycles (at or near manufacturer’s suggested retail prices). Ultimately, reduced demand among retail purchasers for new Harley-Davidson motorcycles leads to reduced shipments by the Company.

•The ~~motorcycle industry has become increasingly competitive.~~Company faces increasing competition and failure to compete effectively may adversely impact its business and operating results. Many of the Company’s competitors are more diversified than the Company, and they may compete in all segments of the motorcycle market, other powersports markets and/or the automotive market. Also, the Company’s manufacturer’s suggested retail price for its motorcycles is generally higher than its competitors, and asif price becomes a more important factor for consumers in the markets in which the Company competes, the Company may be at a competitive disadvantage. The Company also faces pricing pressure from international competitors who may have the advantage of manufacturing and marketing products in their respective countries, allowing them to sell products at lower prices within their respective countries. Furthermore, many competitors headquartered outside the U.S. experience a financial benefit from a strengthening in the U.S. dollar relative to their home currency that can enable them to reduce prices to U.S. consumers. The Company isand LiveWire Group, Inc. are also subject to policies and actions of the U.S. Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE). Many major competitors of the Company and LiveWire Group, Inc. are not subject to the requirements of the SEC or the NYSE rules. As a result, the Company or LiveWire Group, Inc. may be required to disclose certain information that may put the Company or LiveWire Group, Inc. at a competitive disadvantage to ~~its~~their principal competitors. Additionally, the Company’s LiveWire segment operations are subject to strong competition in the electric vehicle sector from a growing list of companies, which include several major motorcycle companies that have electric vehicles available today and other current and prospective motorcycle manufacturers that are developing electric vehicles. Increased competition may lead to lower vehicle unit sales and increased inventory, which may result in downward price pressure and adversely affect the business, prospects, financial condition and operating results of the LiveWire segment operations. As a result of new entrants into the electric vehicle market, there may be increased competition for component and other parts of LiveWire’s electric vehicles, which may have limited or single-source supply. In addition, the ~~Company’s financial services~~Harley-Davidson Financial Services segment operations ~~face~~faces competition from various banks, insurance companies and other financial institutions that may have access to additional sources of capital at more competitive rates and terms, particularly for borrowers in higher credit tiers. The Company's responses to these competitive pressures, or its failure to adequately address and respond to these competitive pressures, may have a material adverse effect on the Company’s business and results of operations.

•The Company must prevent and detect issues with its products, components purchased from suppliers and ~~its suppliers’~~their manufacturing processes to reduce recall campaigns, warranty costs, litigation, product liability claims, delays in new model launches and regulatory investigations.The Company must also complete any recall campaigns within cost expectations.The Company must continually improve and adhere to product development and manufacturing processes and ensure that its suppliers and their sub-tier suppliers adhere to product development and manufacturing processes, to ensure high quality products that are compliant with applicable regulations are sold to retail customers. If product designs or manufacturing processes are defective, the Company could experience delays in new model launches, field actions such as product programs and product recalls, inquiries or investigations from

regulatory agencies, and warranty claims and product liability claims, which may involve purported class actions. For example, during the second quarter of 2022, the Company received information from a third-party sub-supplier concerning a potential regulatory compliance matter relating to the sub-supplier’s brake hose assemblies. As a result, out of an abundance of caution, the Company suspended all vehicle assembly and shipments (excluding LiveWire models, which did not utilize the brake hose assemblies at issue) for approximately two weeks during the second quarter of 2022. As permitted by federal law, both the sub-supplier and the Company leveraged NHTSA’s standard process to petition the agency for a determination that the potential non-compliance is inconsequential to motor vehicle safety. If NHTSA grants the Company’s inconsequentiality petition, the Company will be exempt from conducting a field action or a recall of its motorcycles related to this matter. Based on its expectation that its petition will be granted, the Company does not expect that this matter will result in material costs in the future and no such costs have been accrued. However, it is possible that a recall or field action could be required that could cause the Company to incur material costs. Further, LiveWire’s electric vehicles are highly dependent on software, which is inherently complex and may contain latent defects or errors or be subject to external attacks. Although LiveWire attempts to remedy any issues it observes in its electric vehicles as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not completely satisfy its customers. While LiveWire performs extensive internal testing on its electric vehicles and features, it currently has a limited frame of reference by which to evaluate its long-term quality, reliability, durability and performance characteristics when operating in the field. There can be no assurance that LiveWire will be able to detect and fix all defects in its electric vehicles prior to their sale to or installation for customers. Any product recall in the future, whether initiated by the Company or a supplier, may result in adverse publicity, damage the Company’s brand image, and adversely affect the Company’s business, prospects, financial condition and operating results. Such recalls, whether caused by systems or components engineered or manufactured by the Company or its suppliers, may involve significant expense, the possibility of lawsuits, and diversion of management’s attention and other resources, which could adversely affect the Company’s brand image and the Company’s business, prospects, financial condition and operating results. While the Company uses reasonable methods to estimate the cost of warranty, recall and product liabilities, and appropriately reflects those in its financial statements, there is a risk the actual costs could exceed estimates and result in damages that are not covered by insurance. Further, selling products with quality issues, the announcement of recalls and the filing of product liability claims (whether or not successful), may also adversely affect the Company’s reputation and brand strength with a resulting adverse impact on ~~sales of new products.~~sales.

•A significant cybersecurity incident or data privacy breach may adversely affect the Company’s reputation, revenue and earnings. The Company and certain of its third-party service providers and vendors receive, store and transmit digital personal information in connection with the Company’s human resources operations, financial services operations, e-commerce, the Harley Owners Group, ~~independent~~ dealer management, mobile applications and other aspects of its business. The Company’s information systems, and those of its third-party service providers and vendors, are ~~vulnerable~~susceptible to continually evolving cybersecurity risks. Unauthorized parties ~~have attempted to and may attempt~~engage in ~~the future~~a regular practice of attempting to gain access to these systems or the information the Company and its third-party service providers and vendors maintain and use through fraud or other means of deceiving the Company's employees and third-party service providers and vendors. Hardware, software or applications the Company develops or obtains from third-parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security and/or the Company’s operations. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and may be difficult to anticipate or detect. The Company has implemented and regularly reviews and updates processes and procedures designed to protect against unauthorized access to or use of secured data and to prevent data loss. However, the ever-evolving threats mean the Company and third-party service providers and vendors must continually evaluate and adapt systems and processes, and there is no guarantee that they will be adequate to safeguard against all ~~data security breaches~~cybersecurity incidents or misuses of data. The Company ~~has~~and certain of the Company's third-party providers have experienced information security attacks, but to date they have not materially compromised the Company’s computing environment or resulted in a material impact on the Company’s business or operations or the material release of confidential information about its employees, customers, dealers, suppliers or other third parties. Any future significant compromise or breach of the Company’s data security, whether external or internal, or misuse of customer, employee, dealer, supplier or Company data could result in disruption to the Company’s operations, significant costs, lost sales, lawsuits with third-parties, fines and ~~lawsuits~~penalties, government enforcement actions, unauthorized release of confidential or otherwise protected information, corruption of data, negative impact on the value of investment in research, development and engineering, remediation costs, and/or damage to the Company’s reputation. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous with new and evolving requirements, compliance could also result in the Company being required to incur additional costs.

•The Company relies on ~~third-party~~its suppliers to obtain raw materials and provide component parts for use in the manufacture of its motorcycles. The Company may experience supply problems relating to raw materials and

components such as component shortages, unfavorable pricing, poor quality, termination of supply of some of the Company's components or untimely delivery. The prices for these raw materials and components may fluctuate depending on market conditions, which include inflation of raw material costs and the current inflationary environment in the U.S., exchange rate fluctuations, commodity market volatility, tariffs, embargoes, sanctions, trade policies, and other trade restrictions. In certain circumstances, the Company relies on a single supplier to provide ~~the entire requirement of a specific part,~~component parts, and a change in this established supply relationship may cause disruption in the Company’s production schedule. In addition, the price and availability of raw materials and component parts from suppliers can be adversely affected by factors outside of the Company’s control such as the supply of a necessary raw material, capacity constraints, labor shortages or disputes, natural disasters or widespread infectious disease like ~~COVID-19.~~COVID-19, trade and shipping disruptions, fluctuating costs of ocean freight, wars and trade policies. Further, the Company's suppliers may experience difficulty in funding their day-to-day cash flow needs because of tightening credit caused by financial market disruption. In addition, adverse economic conditions and related pressure on select suppliers due to difficulties in the global manufacturing arena could adversely affect their ability to supply the Company. The unavailability of any component or supplier could result in production delays, product design changes, and impact the Company’s ability to fulfill orders. Changes in laws and policies relating to trade and taxation may also adversely impact the Company's foreign suppliers. These supplier risks may have a material adverse effect on the Company’s business and results of operations. Such disruptions have resulted in and could further result in manufacturing inefficiencies due to the delay in delivering components for production or having to find alternative components due to lack of availability and could place the Company in an uncompetitive position resulting in a material adverse effect on its operations, financial condition and/or cash flows. The Company’s LiveWire segment operations are dependent on the continued supply of battery cells for the battery packs used in LiveWire’s electric vehicles. While LiveWire has entered into a supply agreement to acquire lithium-ion battery cells, LiveWire may have limited flexibility to immediately change suppliers in the event of any disruption in the supply of those cells, which could then disrupt production of LiveWire’s electric vehicles.

•The Company depends upon third-parties to manufacture and to supply key semiconductor chip components necessary for its motorcycles. The Company may be unable to find alternative sources in a timely manner and its business could continue to be adversely impacted if these manufacturers are unable to provide an adequate supply of semiconductor chips. Semiconductor chips are a vital input component to the electrical architecture of the Company's motorcycles, controlling wide aspects of the motorcycles’ operations. Many of the key semiconductor chips used in the Company's motorcycles come from single-source or limited-source suppliers, and therefore a disruption with any one manufacturer or supplier in the Company's supply chain would continue to have an adverse effect on its ability to effectively produce and timely deliver its motorcycles. Due to the Company's reliance on these semiconductor chips, it is subject to shortages and long lead times in their supply. While the Company has entered into a supply agreement to acquire semiconductor chips, the Company has limited flexibility to immediately change suppliers in the event of any disruption in the supply of those chips, which could then disrupt production of the Company's motorcycles. The Company is in the process of qualifying alternative manufacturers for semiconductor chips, as needed. The Company has in the past experienced, and may in the future experience, semiconductor chip shortages, and the availability and cost of these components would be difficult to predict. For example, the manufacturers of the Company's ABS chip and engine control module chip, experienced supply shortages, which impacted their ability to supply the Company with required volumes and impacted the Company's production capacity. Additionally, these manufacturers may also experience temporary or permanent disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural disasters, component or material shortages, cost increases, acquisitions, insolvency, changes in legal or regulatory requirements, or other similar problems. In particular, a continued increase in demand for semiconductor chips, combined with the lagging effects of the COVID-19 pandemic, has resulted in a severe global shortage of chips. As a result, the Company's ability to source semiconductor chips used in its motorcycles has been and will likely continue to be adversely affected. This shortage resulted in increased chip delivery lead times, delays in the production of the Company's motorcycles, and increased costs to source available semiconductor chips. To the extent this semiconductor chip shortage continues, and the Company is unable to mitigate the effects of this shortage, the Company's ability to deliver sufficient quantities of its motorcycles may be adversely affected. In addition, the Company may be required to incur additional costs and expenses in managing the ongoing semiconductor chips shortage, including additional research and development expenses and engineering design and development costs in the event that new suppliers must be onboarded on an expedited basis.

•The Company’s operations have been and may continue to be disrupted to varying degrees due to the COVID-19 pandemic. The spread of COVID-19 and the subsequent actions taken to mitigate the spread have impacted, and may

continue to impact, the Company's operations and ability to carry out its business as usual. The impact of COVID-19 and associated variants, including changes in consumer and business behavior, pandemic fears, market downturns, and restrictions on business and individual activities, has at times caused significant volatility in the global economy. The spread of COVID-19 and associated variants has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, and initially led to a global decrease in vehicle sales in markets around the world.

During the course of the COVID-19 pandemic, government authorities implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. These measures adversely impacted and may in the future continue to adversely impact: (i) the Company's employees and operations; (ii) the operations of the Company's suppliers, vendors and business partners; (iii) the activities of the Company's retail customers; (iv) the Company's production plans, sales and marketing activities; and (v) the Company's business and results of operations. In addition, the Company is not able to conduct various aspects of its business on a remote basis. These measures by government authorities may remain in place, in whole or in part, for a significant period of time and they are likely to continue to adversely affect the Company's sales and marketing activities, and its business, prospects, financial condition and operating results.

In addition, the COVID-19 pandemic has disrupted the Company’s supply chain, operations, and ability to carry out its business as usual, including through: (i) a rapid increase in demand; (ii) supply shortages; (iii) significant global shipment delays, including longer shipping times and increased expedited freight costs; (iv) limiting the ability of the Company’s distributors and dealers to operate; (v) delays to some customer purchase decisions; (vi) adversely impacting the ability of the Company’s retail credit customers to meet their loan obligations on a timely basis and making collection efforts more difficult; (vii) disruption to global capital markets impacting the Company’s access to capital, cost of capital, and overall liquidity levels; and (viii) the cancellation or adjustments to the scope of riding and similar events that are important to the Company’s marketing efforts. While many of the actions implemented to mitigate the spread of COVID-19 have been rolled back in many markets, the continued spread of COVID-19, and the efforts to avoid that, could do the following, each of which could be material: (i) result in further disruptions of the Company’s supply chain; (ii) again limit the ability of the Company’s distributors and dealers to operate, which could impact their ability to purchase and sell the Company’s products and meet their loan obligations to the Company; (iii) continue to cause some retail customers to delay their purchase decisions, which could cause a decrease in demand for the Company’s product; (iv) continue to adversely impact the ability of the Company’s retail credit customers to meet their loan obligations on a timely basis and make collection efforts more difficult; (v) result in further disruption of global capital markets; and (vi) cause other unpredictable events.

The extent to which the COVID-19 pandemic impacts the Company's business, prospects, financial condition and operating results will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and spread of the pandemic, its severity, the existence and severity of COVID-19 variants, the actions to contain the virus or treat its impact, how quickly and to what extent normal economic and operating activities can resume, and whether and to what extent COVID-19 or variants thereof, re-emerge, spread and impact the Company and its suppliers after normal activities resume. Even after the COVID-19 pandemic has subsided, the Company may continue to experience an adverse impact to its business as a result of the pandemic’s global economic impact, including any recession that has occurred or may occur in the future.

•The Company primarily sells its products at wholesale and must rely to a large extent on a network of ~~independent~~ dealers and distributors to manage the retail distribution of its products. The Company depends on the capability of its distributors and ~~independent~~ dealers to develop and implement effective retail sales plans to create demand among retail purchasers for the motorcycles and related products and services that the dealers purchase from the Company. If the Company’s distributors and ~~independent~~ dealers are not successful in these endeavors, or do not appropriately adapt to the evolving retail landscape and implement the Company's retail strategy, including the creation of an innovative go-to-market model blending digital and physical retail formats to create an experience tailored to the local market, then the Company will be unable to maintain or grow its revenues and meet its financial expectations. Further, there is no assurance that the Company's retail strategy will be successful. Additionally, distributors and ~~independent~~ dealers may experience difficulty in funding their day-to-day cash flow needs and paying their obligations resulting from adverse business conditions, such as weakened retail sales and tightened credit. If distributors and ~~independent~~ dealers are unsuccessful, they may exit or be forced to exit the business or, in some cases, the Company may seek to terminate relationships with certain distributors and ~~independent~~ dealerships. As a result, the Company could face additional adverse consequences related to the termination of distributor and ~~independent~~ dealer relationships. Additionally, liquidating a former distributor or ~~independent~~ dealer’s inventory of new and used motorcycles can add downward pressure on new and used motorcycle prices. Further, the unplanned loss of any of the Company’s distributors or ~~independent~~ dealers may lead to inadequate market coverage for retail sales of new motorcycles and for servicing previously sold motorcycles, create negative impressions of the Company with its retail customers, and adversely impact the Company’s ability to collect wholesale receivables that are associated with that ~~independent~~ dealer.

•Weather may impact retail sales by the Company's ~~independent~~ dealers. The Company has observed that abnormally cold and/or wet conditions in a region, including impacts from hurricanes or unusual storms, could have the effect of reducing demand or changing the timing for purchases of new and used Harley-Davidson ~~motorcycles.~~motorcycles and parts and accessories. Reduced demand for new Harley-Davidson motorcycles ultimately leads to reduced shipments by the Company.

•The Company’s ~~Motorcycles segment is~~motorcycle operations are dependent upon unionized labor. A substantial portion of the hourly production employees working in the ~~Motorcycles segment~~Company's motorcycle operations are represented by unions and covered by collective bargaining agreements. The Company is currently a party to three collective bargaining agreements with local affiliates of the International Association of Machinists and Aerospace Workers and the United Steelworkers of America. Current collective bargaining agreements with hourly employees in Wisconsin will expire in 2024, and the agreement with employees in Pennsylvania will expire in ~~2022.~~2027. There is no certainty that the Company will be successful in negotiating new agreements with these unions that extend beyond the current expiration dates or that these new agreements will be on terms that will allow the Company to be competitive. The Company's decisions regarding opening, closing, expanding, contracting or restructuring its facilities may require changes to existing or new bargaining agreements. Failure to renew agreements when they expire or to establish new collective bargaining agreements on terms acceptable to the Company and the unions could result in the relocation of production facilities, work stoppages or other labor disruptions, which may have a material adverse effect on the Company’s business and results of operations.

•The Company incurs substantial costs with respect to employee pension and healthcare benefits. The Company’s cash funding requirements and its estimates of liabilities and expenses for pensions and healthcare benefits for both active and retired employees are based on several factors that are outside the Company’s control. These factors include funding requirements of the Pension Protection Act of 2006, the rate used to discount the future estimated liabilities, the rate of return on plan assets, current and projected healthcare costs, healthcare reform or legislation, retirement age and mortality. Changes in these factors can impact the expense, liabilities and cash requirements associated with these benefits, which could have a material adverse effect on future results of operations, liquidity or shareholders’ equity. In addition, costs associated with these benefits may put the Company under significant cost pressure as compared to its competitors that may not bear the costs of similar benefit plans.

•The Company relies on ~~third parties~~third-parties to perform certain operating and administrative functions for the Company. Similar to suppliers of raw materials and components, the Company may experience problems with outsourced services, such as unfavorable pricing, untimely delivery of services, or poor quality. Also, these suppliers may experience adverse economic conditions due to ~~difficulties in the global economy~~changing economic factors that could lead to difficulties supporting the Company's ~~operations.~~operations, such as inflation, turnover, and labor strikes or shortages. In light of the amount and types of functions that the Company has outsourced, these service provider risks may have a material adverse effect on the Company's business and results of operations.

•The Company’s operations are dependent upon attracting and retaining skilled employees, including skilled labor, executive officers and other senior leaders. The Company’s future success depends on its continuing ability to

identify, hire, develop, motivate, retain and promote skilled personnel for all areas of its organization and to effectively execute reorganization actions within expected costs and realize the expected benefits of those actions. The Company is highly dependent on its senior management, including its Chief Executive Officer, Jochen Zeitz, and other key personnel. The loss of key personnel, including Jochen Zeitz, could adversely affect the Company’s operations and profitability. Further, the Company’s current and future total compensation arrangements, which include benefits and incentive awards, may not be successful in attracting new employees and retaining and motivating the Company’s existing employees. In addition, the Company must cultivate and sustain a work environment where employees are engaged and energized in their jobs to maximize their performance, and the Company must effectively execute reorganization actions. If the Company does not succeed in attracting new personnel, retaining existing personnel, implementing effective succession plans and motivating and engaging personnel, including executive officers, the Company may be unable to develop and distribute products and services and effectively execute its plans and strategies.

Strategic Risks

•The Company may not be able to successfully execute its ~~short-term and long-term~~ business plans and strategies. There is no assurance that the Company will be able to execute its business plans and strategies, including the Company’s ~~recently announced~~ strategic plan, The Hardwire. The Company’s ability to meet the strategic priorities in The Hardwire depends upon, among other factors, the Company’s ability to: (i) realize ~~expectations concerning market demand for electric, middleweight, and small-displacement models, which may depend in part on~~ the ~~building~~anticipated business benefits of ~~necessary infrastructure for electric models,~~LiveWire as a separate business; (ii) develop and introduce products, services and experiences on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, including successfully implementing and executing plans to strengthen and grow its leadership position in Grand American Touring, larger Cruiser, and Trike, focusing on opportunities in profitable segments, and growing its complementary businesses, including HDFS, parts and accessories, and apparel and licensing, and membership and experiences; (iii) successfully carry out its global manufacturing and assembly ~~operations,~~operations; (iv) effectively implement changes relating to its dealers and distribution methods, which include the creation of an innovative go-to-market model blending digital and physical retail formats to create an experience tailored to the local market; (v) accurately analyze, predict and react to changing market ~~conditions,~~conditions; (vi) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new ~~competitors,~~competitors; (vii) optimize long-term value for all stakeholders; and ~~(vii)~~(viii) avoid adverse impacts to its operations and/or demand for its products that may result due to the ~~ongoing~~ COVID-19 pandemic.

•The Company may not realize the expected business benefits from LiveWire as a separate business of the Company. The Company expects to maintain a controlling equity ownership of LiveWire as a separate business and significant ongoing commercial relationships with it. There are no assurances that LiveWire as a separate but consolidated business will be able to execute its business plans and strategies. The Company’s ability to realize the expected business benefits from LiveWire as a separate business will be affected by, among other factors: (i) the status of LiveWire as a separate business as an early stage company with a history of losses that is expected to incur significant expenses and continuing losses for several years until it begins significant deliveries of its electric vehicles, which may occur later than expected or not at all; (ii) the ability of LiveWire as a separate business to achieve profitability, which is dependent on the successful development and commercial introduction and acceptance of its electric vehicles, and its services, which may not occur; (iii) that LiveWire as a separate business will be a new entrant into a new space and it may not be able to adequately control the costs of its operations; (iv) the rapidly growing electric vehicle sector and products and services of LiveWire as a separate business are and will be subject to strong competition from a growing list of competitors; (v) the business and prospects of LiveWire as a separate business are heavily dependent on its ability to develop, maintain and strengthen its brand, and it may lose the opportunity to build a critical mass of customers; (vi) the ability of LiveWire as a separate business to execute on its plans to develop, produce, market and sell its electric vehicles; and (vii) the willingness and ability of the retail partners of LiveWire as a separate business, largely drawn from the Company’s traditional motorcycle dealer network, to be able to effectively establish or maintain relationships with customers for electric vehicles. The failure of LiveWire as a separate business to successfully manage these risks may adversely affect the business and results of the Company’s operations.

•International sales and operations subject the Company to risks that may have a material adverse effect on its business. ~~While the Company has narrowed its geographic reach on an international basis, international~~International operations and sales remain an important part of the Company’s strategy. There is no assurance that the Company will succeed with its new approach to international markets which includes focusing on high potential markets, and exiting or reducing its presence in remaining markets. Further, international operations and sales are subject to various risks, including political and economic instability, local labor market conditions, the imposition of foreign tariffs (including rebalancing tariffs in response to tariffs the U.S. imposes) and other trade barriers, the impact of foreign government laws and regulations and U.S. laws and

regulations that apply to international operations, the effects of income and withholding taxes, governmental expropriation and differences in business practices. The Company may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international operations and sales that could cause loss of revenues and earnings. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on the Company’s net sales, financial condition, profitability and cash flows. International sales require modification of products to meet local requirements or preferences, which may impact the Company's ability to achieve international sales growth. Business practices that may be accepted in other countries can violate U.S. or other laws that apply to the Company. Violations of laws that apply to the Company's foreign operations, such as the U.S. Foreign Corrupt Practices Act, could result in severe criminal or civil sanctions, could disrupt the Company's business and result in an adverse effect on the Company's reputation, business and results of operations.

•The Company’s success depends upon the continued strength of the Harley-Davidson brand. The Company believes that the Harley-Davidson brand has significantly contributed to the success of its business and that maintaining and enhancing the brand is critical to expanding its customer base. Failure to protect the brand from infringers or to grow or maintain the value of the Harley-Davidson brand may have a material adverse effect on the Company’s business and results of operations. Further, third-parties with whom the Company has business relationships, including its brand ambassadors and influencer network, may fail to represent the brand in a manner consistent with the Company’s brand image or act in a manner that harms the Company’s reputation, which could cause immediate harm to the Company’s reputation and brand. The reputations of the Company’s brand ambassadors could impact how consumers view the Company’s products or brand. The use of social media by the Company, its brand ambassadors, and its consumers has increased the risk that its brand and reputation could be negatively impacted. The speed and reach of information dissemination have drastically increased with the use of social media. The dissemination of information via social media has given users the ability to organize collective actions such as boycotts and other brand-damaging behaviors more effectively and could harm the Company’s brand or business, regardless of the information’s accuracy. The harm may be immediate, without affording the Company an opportunity for redress or correction and may have an adverse effect on the Company’s business, financial condition and results of operations. In addition, an increase in the use of social media for product promotion and marketing may increase the burden on the Company to monitor compliance of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations. The Company's reputation may also be adversely affected by inappropriate use of its marks or name, including potential negative publicity, loss of confidence, or other damage to the Company's image due to licensed use.

•The timing and amount of the Company's share repurchase strategy is subject to a ~~launch~~number of ~~a premium low displacement motorcycle for the China market is uncertain~~.uncertainties. The Company's Board of Directors has authorized the Company’s discretionary repurchase of outstanding common stock to be systematically completed in the open market or through privately negotiated transactions. The amount and timing of share repurchases are based on a variety of factors that could cause the Company ~~has identified China as a priority geographic~~to limit, suspend, or delay future stock repurchases. Such factors include, but are not limited to: (i) unfavorable market and economic conditions, (ii) the trading price of its ~~objectives include launching a premium low displacement motorcycle for~~common stock, (iii) the ~~China market. In 2019,~~nature and magnitude of other investment opportunities available to the Company ~~announced a collaboration with Zhejiang Qianjiang Motorcycle Co., Ltd.~~from time to ~~support~~time, (iv) legal constraints on trading at certain times; and (v) the ~~launch~~availability of ~~a smaller, more accessible Harley-Davidson motorcycle planned for~~cash. Delaying, limiting or suspending the China market in 2020. To date, the Company has not launched a premium low displacement motorcycle through this collaboration. If this collaboration is not productive, although the Company believes it could collaborate with others, there is no assurance that would be the case. If the Company is not able to launch a premium low displacement motorcycle for the China market, that would adverselyCompany's stock repurchase program may negatively affect performance versus earnings per share targets, and ultimately its ~~growth plans for China.~~stock price.

•The ~~Company continues~~Company's insurance coverage strategy may not be adequate to ~~explore and consider the details related to its electric motorcycle strategy and its ultimate approach may expose the Company to~~protect it from all business risks. The Company ~~is focusing its electric strategy through a separate division with a dedicated leadership team. While the objective is to allow for greater flexibility in product development and~~may be subject, in the ~~creation~~ordinary course of ~~an innovative go-to-market strategy~~business, to losses resulting from product liability, accidents, acts of God and other claims against it, for ~~its electric motorcycles, there is no assurance that~~which the Company may have no insurance coverage. Its policies may include significant deductibles or self-insured retentions, policy limitations and exclusions, and the Company cannot be certain that its insurance coverage will be ~~able~~sufficient to ~~create a successful electric motorcycle strategy~~cover all future losses or ~~successfully execute~~claims against it. A loss that is uninsured or which exceeds policy limits may require the Company to pay substantial amounts, which may harm the Company’s financial condition and operating results.

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Financial Risks

•The ~~financial services~~HDFS segment operations are exposed to credit risk on its retail and wholesale finance receivables. Credit risk is the risk of loss arising from a failure by a customer, including the Company's ~~independent~~ dealers, to meet the terms of any contract with ~~the Company’s financial services operations.~~HDFS. Credit losses are influenced by general business and economic conditions, including inflation, unemployment rates, bankruptcy filings, recessionary conditions and other factors that negatively affect household incomes, as well as contract terms and customer credit profiles. Credit losses are also influenced by the markets for new and used motorcycles, and the Company and its ~~independent~~ dealers can and do take actions that impact those markets. For example, the introduction of new models by the Company that represent significant upgrades on previous models may result in increased supply or decreased demand in the market for used Harley-Davidson branded motorcycles, including those motorcycles that serve as collateral or security for credit that HDFS has extended. This in turn could adversely impact the prices at which repossessed motorcycles may be sold, which may lead to increased credit losses for HDFS. Negative changes in general business, economic or market factors may have an additional adverse impact on the Company’s financial services credit losses and future earnings. The Company believes ~~HDFS'~~HDFS's retail credit losses may continue to increase over time due to changing consumer credit behavior, ~~HDFS'~~HDFS's efforts to increase prudently structured loan approvals to sub-prime borrowers, and new financing programs that may result in different loan performance than ~~our~~the Company's existing programs.

•The Company is exposed to market risk from changes in foreign currency exchange rates, commodity prices and interest rates. The Company sells its products globally and in most markets outside the U.S. those sales are made in the foreign country’s local currency. As a result, a weakening in those foreign currencies relative to the U.S. dollar can adversely affect the Company's revenue and margin, and cause volatility in its results of operations. Furthermore, many competitors headquartered outside the U.S. experience a financial benefit from a strengthening in the U.S. dollar relative to their home currency that can enable them to reduce prices to U.S. consumers. The Company is also subject to risks associated with changes in prices of commodities. Earnings from the Company’s financial services business are affected by changes in interest rates. In certain regions, including North America and Europe, financing for new vehicle sales has been available at relatively low interest rates for several years due to, among other things, expansive government monetary policies. As benchmark interest rates rise, rates available to consumers for new vehicle financing have risen as well, which may make the Company’s motorcycles less affordable to customers or steer customers to less expensive motorcycles that would be less profitable for the Company, adversely affecting the Company’s financial condition and operating results. Additionally, if consumer interest rates increase substantially or if financial service providers, including Harley-Davidson Financial Services, tighten lending standards or restrict their lending to certain classes of credit, customers may not desire or be able to obtain financing to purchase the Company’s motorcycles. As a result, a substantial increase in customer interest rates or tightening of lending standards could have a material adverse effect on the Company’s business, prospects, financial condition and operating results. Although the Company uses derivative financial instruments to some extent ~~attempt~~ to manage a portion of its exposure to foreign currency exchange rates, commodity prices, and interest rate risks, the Company does not attempt to manage its entire expected exposure, and these derivative financial instruments generally do not extend beyond one year and may expose the Company to credit risk in the event of counterparty default to the derivative financial instruments. There can be no assurance that in the future the Company will successfully manage these risks.

•The ~~financial services~~HDFS segment operations are highly dependent on accessing capital markets to fund operations at competitive interest rates, the Company’s access to capital and its cost of capital are highly dependent upon its credit ratings, and any negative credit rating actions ~~will~~may adversely affect its earnings and results of operations. Liquidity is essential to the Company’s financial services business. Disruptions in financial markets may cause lenders and institutional investors to reduce or cease to loan money to borrowers, including financial institutions. The Company’s ~~financial services~~HDFS segment operations may be negatively affected by difficulty in raising capital in the long-term and short-term capital markets. These negative consequences may in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital and reduced funds available through its ~~financial services~~HDFS segment operations to provide loans to ~~independent~~ dealers and their retail customers. Additionally, the ability of the Company and its ~~financial services~~HDFS segment operations to access unsecured capital markets is influenced by their short-term and long-term credit ratings. If the Company’s credit ratings are downgraded or its ratings outlook is negatively changed, then the Company’s cost of borrowing could increase, which may result in reduced earnings and reduced interest margins, and the Company’s access to capital may be disrupted or impaired.

Legal, Regulatory & Compliance Risks

•Changes in trade policies, including the imposition of tariffs, their enforcement and downstream consequences, may have a material adverse impact on ~~our~~the Company's business, results of operations and outlook. Tariffs and/or other developments with respect to trade policies, trade agreements and government regulations could have a

material adverse impact on the Company's business, financial condition and results of operations. Without limitation, (i) tariffs currently in place, (ii) the imposition by the U.S. government of new tariffs on imports to the U.S. and/or (iii) the imposition by foreign countries of tariffs on U.S. origin products could materially increase: (a) the cost of Harley-Davidson products that the Company is offering for sale in relevant countries, (b) the cost of certain products that the Company sources from foreign manufacturers and (c) the prices of certain raw materials that the Company utilizes. The Company may not be able to pass such increased costs on to distributors, ~~independent~~ dealers or ~~their~~ customers, and the Company may not be able to secure sources of certain products and materials that are not subject to tariffs on a timely basis. Such developments could have a material adverse impact on the Company's business, financial condition and results of operations.

As an example, in 2018, the European Union (EU) placed an

incremental tariff on U.S. origin motorcycles imported into the EU. Subsequently, in April 2021, the Binding Origin Information (BOI) decisions that allowed the Company to supply its EU market with certain of its motorcycles produced at its Thailand manufacturing facility at a reduced tariff rate were revoked. The revocation of the BOI decsions effectively classified all motorcycles the Company imports into the EU as U.S. origin products, subjecting them to the incremental tariff. On October 30, 2021, the U.S. agreed not to apply Section 232 duties and allow duty-free importation of steel and aluminum from the EU at a historical-based volume and the EU agreed to suspend related tariffs on U.S. products, including the incremental tariff on motorcycles imported into the EU from the U.S.~~, which is scheduled~~ (Tariff Resolution). The Tariff Resolution became effective on January 1, 2022 and will remain in effect until December 31, 2023. The U.S. and EU will monitor and review the operation of the Tariff Resolution, seeking to ~~increase effective June 1, 2021.~~ conclude the negotiations on steel and aluminum tariffs by the end date of the Tariff Resolution. These negotiations are ongoing and there are no assurances the U.S. and EU will reach a resolution that concludes the trade conflict on steel and aluminum tariffs beyond the expiration of the Tariff Resolution on December 31, 2023. Increased tariffs on motorcycles imported into the EU from the U.S. or any of the Company's other facilities may adversely impact the Company's sales and profitability.

In addition, the U.S. government imposed increased tariffs on imports from China (Section 301 tariffs), which has resulted in higher costs for components and products sourced from China. The ongoing impact of these tariffs will depend on future trade discussions between the U.S. and China or the Company’s ability to avoid or offset these costs should the tariffs remain in place.

•The Company must comply with governmental laws and regulations that are subject to change and involve significant costs. The Company’s sales and operations in areas outside the U.S. ~~may be~~are subject to foreign laws, regulations and the legal systems of foreign courts or tribunals. These laws and policies governing operations of foreign-based companies may result in increased costs or restrictions on the ability of the Company to sell its products in certain countries. U.S. laws and policies affecting foreign trade and taxation may also adversely affect the Company's international sales operations.

The Company’s U.S. sales and operations are subject to governmental policies and regulatory actions of agencies of the United States Government, including the United States Environmental Protection Agency (EPA), SEC, National Highway Traffic Safety Administration, U.S. Department of Labor and Federal Trade Commission. In addition, the Company’s sales and operations are also subject to laws and actions of state legislatures and other local regulators, including ~~independent~~ dealer statutes and licensing laws. Changes in regulations, changes in interpretations of regulations by governmental agencies, or the imposition of additional regulations may have a material adverse effect on the Company’s business and results of operations.

The Company's LiveWire segment operations, its third-party outsourcing partners, and its suppliers are or may be subject to substantial regulation under foreign, federal, state, and local laws. The evaluation of the requirements for licenses, approvals, certificates and government authorizations necessary to manufacture, sell, deploy or service electric vehicles in the jurisdictions in which the LiveWire segment operations operate or intend to operate continues, and to the extent not already taken, actions necessary will be taken to comply. The Company’s LiveWire segment operations may experience difficulties in obtaining or complying with various licenses, approvals, certifications and other governmental authorizations necessary to manufacture, sell, deploy or service its electric vehicles in any of these jurisdictions. If the Company’s LiveWire segment operations, its third-party outsourcing partners or its suppliers are unable to obtain or comply with any of the licenses, approvals, certifications or other governmental authorizations necessary to carry out operations in the jurisdictions in which LiveWire or they currently operate, or those jurisdictions in which LiveWire or they plan to operate in the future, the Company’s business, prospects, financial condition and operating results could be materially adversely affected.

Tax – The Company is subject to income and non-income based taxes in the U.S. federal and state jurisdictions and in various foreign jurisdictions. Significant judgment is required in determining the Company's worldwide income tax

liabilities and other tax ~~liabilities including the impact of the 2017 Tax Cuts and Jobs Act (2017 Tax Act).~~liabilities. The Company believes that it complies with applicable tax laws. If the governing tax authorities have a different interpretation of the applicable laws or if there is a change in tax laws, the Company's financial condition and/or results of operations may be adversely affected. To the extent there are considerable changes to tax laws, the Company may need to readjust its tax strategy, and may not be able to take full advantage of, or fully mitigate the adverse impacts of, such changes.

Environmental – ~~The majority~~Many of the ~~Company’s motorcycle products use internal combustion engines. These motorcycle~~Company's products are subject to statutory and regulatory requirements governing emissions, noise and ~~noise,~~other matters, including standards imposed by the EPA, state regulatory agencies, such as the California Air Resources Board, and regulatory agencies in certain foreign countries where the Company’s motorcycle products are sold. The Company is also subject to statutory and regulatory requirements governing emissions and noise in the conduct of the Company’s manufacturing operations. Any significant change to the regulatory requirements governing emissions and noise may substantially increase the cost of manufacturing the Company’s products. If the Company fails to meet existing or new requirements, then the Company may be unable to produce and sell certain products or may be subject to fines or penalties.

~~Further,~~Electric Vehicles - The Company's LiveWire segment operations are subject to substantial regulation. Unfavorable changes to, or failure to comply with, current or future regulations could substantially harm the Company’s business and its operating results. Increased environmental, safety, emissions or other regulations may result in ~~response~~higher costs, cash expenditures and/or sales restrictions. Regulations related to ~~concerns about global climate~~the electric vehicle industry and alternative energy are currently evolving and the Company’s LiveWire segment operations face risks associated with changes to these regulations, such as: (i) the imposition of a carbon tax or the introduction of a cap-and-trade system on electric utilities, either of which could increase the cost of electricity and ~~related~~thereby the cost of operating an electric vehicle; (ii) new state regulations of electric vehicles fees could discourage consumer demand for electric vehicles; (iii) the increase of subsidies for alternative fuels such as corn and ethanol could reduce the operating cost of vehicles that use such alternative fuels and gasoline, and thereby reduce the appeal of electric vehicles; (iv) changes to the regulations governing the assembly and transportation of battery cells could increase the cost of battery cells or make such commodities more difficult to obtain; (v) changes in consumer preferences, the Company is likely to face greater regulatory and customer pressure to develop products that generate less emissions. This will require the Company to spend additional funds on research, product development and implementation costs, and subject the Companyregulation, for example relating to the ~~risk that~~noise required to be emitted by electric vehicles, may impact the design or function of electric vehicles, and thereby lead to decreased consumer appeal; (vi) changes in regulations governing the range and miles per gallon of gasoline-equivalent calculations could lower LiveWire’s electric vehicles’ ratings, making electric vehicles less appealing to consumers; and (vii) the amendment or rescission of the CAFE standards could reduce new business opportunities for the LiveWire business. To the extent compliance with new regulations is cost prohibitive, the Company’s ~~competitors may respond to these pressures in a manner that gives them a competitive advantage.~~business, prospects, financial condition and operating results could be materially and adversely affected.

Financial Services – ~~The Company’s financial services~~HDFS segment operations are governed by a wide range of U.S. federal and state and foreign laws that regulate financial and lending institutions, and financial services activities. In the U.S. for example, these laws include the federal Truth-in-Lending Act, Equal Credit Opportunity Act and Fair Credit Reporting Act. ~~The financial services~~HDFS operations originate the majority of its consumer loans through its subsidiary, Eaglemark Savings Bank, a Nevada state thrift chartered as an Industrial Loan Company. U.S. federal and state bodies may in the future impose additional laws, ~~regulation~~regulations and supervision over the financial services industry.

Violations of, or non-compliance with, relevant laws and regulations may limit the ability of HDFS to collect all or part of the principal or interest on applicable loans, may entitle the borrower to rescind the loan or obtain a refund of amounts previously paid, could subject HDFS to payment of damages, civil fines, or criminal penalties and administrative sanctions and could limit the number of loans eligible for HDFS ~~securitizations~~securitization programs. Such regulatory requirements and associated supervision also could limit the discretion of HDFS in operating its business, such as through the suspension or revocation of any charter, license or registration at issue, as well as the imposition of administrative sanctions, including "cease and desist" orders. The Company cannot assure that the applicable laws or regulations will not be amended or construed in ways that are adverse to HDFS, that new laws and regulations will

not be adopted in the future, or that laws and regulations will not attempt to limit the interest rates or convenience fees charged by HDFS, any of which may adversely affect the business of HDFS or its results of operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) is a sweeping piece of legislation impacting financial services and the full effect continues to evolve as regulations that are intended to implement the Dodd-Frank Act are adopted, and the text of the Dodd-Frank Act is analyzed by stakeholders and the courts. The Dodd-Frank Act also created the Consumer Financial Protection Bureau (the Bureau). The Bureau has significant enforcement and rule-making authority in the area of consumer financial products and services. The direction that the Bureau will take, the regulations it will adopt, and its interpretation of existing laws and regulations are all elements that are not yet fully known and subject to change. Compliance may be costly and could affect operating results as the implementation of new forms, processes, procedures and controls and infrastructure may be required.

Compliance may create operational constraints and place limits on pricing. Failure to comply, as well as changes to laws and regulations, or the imposition of additional laws and regulations, could affect ~~HDFS’~~HDFS' earnings, limit its access to capital, limit the number of loans eligible for HDFS securitization programs and have a material adverse effect on HDFS’ business and results of operations. The Bureau also has supervisory authority over certain non-bank larger participants in the vehicle financing market, which includes a non-bank subsidiary of HDFS, allowing the Bureau to conduct comprehensive and rigorous on-site examinations that could result in enforcement actions, fines, changes to processes and procedures, product-related changes or consumer refunds, or other actions.

•The Company’s operations may be affected by greenhouse emissions and climate change and related regulations. Climate change is receiving increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The U.S. Congress has previously considered and may in the future implement restrictions on greenhouse gas emissions. In addition, several U.S. states, including states where the Company has manufacturing facilities, have previously considered and may in the future implement greenhouse gas registration and reduction programs. Energy security and availability and its related costs affect all aspects of the Company’s manufacturing operations ~~in the U.S.,~~worldwide, including the Company’s supply chain. The Company’s manufacturing facilities use energy, including electricity and natural gas, and certain of the Company’s facilities emit amounts of greenhouse gas that may be affected by these legislative and regulatory efforts. Greenhouse gas regulation could increase the price of the electricity the Company purchases, increase costs for use of natural gas, potentially restrict access to or the use of natural gas, require the Company to purchase allowances to offset the Company’s own emissions or result in an overall increase in costs of raw materials, any one of which could increase the Company’s costs, reduce competitiveness in a global economy or otherwise negatively affect the Company’s business, operations or financial results. Many of the Company’s suppliers face similar circumstances. Physical risks to the Company’s business operations as identified by the Intergovernmental Panel on Climate Change and other expert bodies include scenarios such as sea level rise, extreme weather conditions and resource shortages. Extreme weather may disrupt the production and supply of component parts or other items such as natural gas, a fuel necessary for the manufacture of motorcycles and their components. Supply disruptions would raise market rates and jeopardize the continuity of motorcycle production.

Further, in response to concerns about global climate changes and related changes in consumer preferences, the Company is likely to face greater regulatory, customer and investor pressure to develop products that generate less emissions. This will require the Company to spend additional funds on research, product development and implementation costs, and subject the Company to the risk that the Company’s competitors may respond to these pressures in a manner that gives them a competitive advantage. For example, both the United Kingdom (UK) and EU passed legislation in 2022 to end fossil fuel car sales in 2030 and 2040, respectively. While these laws target fossil fuel cars, the ongoing concerns about global climate and related changes in consumer preferences could lead to a similar ban on internal combustion engines, which would have a material adverse effect on the Company’s business and results of operations. Further, in the near term, the Company will not be primarily focused on electric vehicles but will be channeling its focus in this area through its majority investment in LiveWire Group, Inc. As a result, the separation of the LiveWire business may adversely affect the Company's efforts to develop electric vehicles outside of the LiveWire business, at least in the near term, and that could have longer-term negative impacts on the Company's ability to offer electric vehicles in response to pressure to develop products that generate less emissions.

•Regulations related to materials that the Company purchases to use in its products could cause the Company to incur additional expenses and may have other adverse consequences. Laws or regulations impacting the Company's supply chain, such as the UK Modern Slavery Act and the Uyghur Forced Labor Prevention Act, could affect the sourcing and availability of some of the raw materials that the Company uses in the manufacturing of its ~~products.~~products and the apparel and licensing products sourced from its suppliers. The Company's supply chain is complex, and if it is not able to fully understand its supply chain and effectively mitigate any issues, then the Company may face reputational challenges with customers, investors or others and other adverse consequences. For example, many countries in which the Company distributes its products are introducing regulations that require knowledge and disclosure of virtually all materials and chemicals in the Company’s products. Accordingly, the Company could incur significant costs related to the process of complying with these laws, including potential difficulty or added costs in satisfying the disclosure requirements.

•The Company is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject the Company to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect the Company’s business, results of operations, financial condition and reputation. The Company is subject to anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations in various jurisdictions in which

it conducts or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), and other anti-corruption laws and regulations. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation. The Company’s policies and procedures designed to ensure compliance with these regulations may not be sufficient and its directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which the Company may be held responsible.

The Company’s business also must be conducted in compliance with applicable economic and trade sanctions laws and regulations, such as those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and other relevant sanctions authorities. The Company’s global operations expose the Company to the risk of violating, or being accused of violating, anti-corruption laws and economic and trade sanctions laws and regulations. The Company’s failure to comply with these laws and regulations may expose it to reputational harm as well as significant penalties, including criminal fines, imprisonment, civil fines, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. Despite the Company’s compliance efforts and activities, it cannot assure compliance by its employees or representatives for which it may be held responsible, and any such violation could materially adversely affect the Company’s reputation, business, prospects, financial condition and operating results.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject the Company to whistleblower complaints, adverse media coverage, investigations and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, prospects, financial condition and operating results. In addition, changes in economic sanctions laws in the future could adversely impact the Company’s business and investments in its common stock.

•The Company may be unable to complete environmental, social and governance, or ESG initiatives, in whole or in part, which could lead to less opportunity for it to have ESG investors and partners and could negatively impact ESG-focused investors when evaluating the Company. There has been increased focus, including by consumers, investors, employees and other stakeholders, as well as by governmental and non-governmental organizations, on environmental, social and governance matters generally and with regard to the motorcycle industry specifically.

The Company has undertaken, and plans to continue undertaking, ESG initiatives. Any failure by the Company to meet its commitments or loss of confidence on the part of customers, investors, employees, brand partners and other stakeholders as it relates to its ESG initiatives could negatively impact its brand, its business, prospects, financial condition and operating results. These impacts could be difficult and costly to overcome, even if such concerns were based on inaccurate or misleading information.

In addition, achieving the Company’s ESG initiatives may result in increased costs in its supply chain, fulfillment, or corporate business operations, and could deviate from its initial estimates and have a material adverse effect on our business and financial condition. In addition, standards and research regarding ESG initiatives could change and become more onerous both for the Company and its third-party suppliers and vendors to meet successfully. Evolving data and research could undermine or refute the Company’s current claims and beliefs that it has made in reliance on current research, which could also result in costs, a decrease in revenue, changes to projections or plans, and negative market perception that could have a material adverse effect on our business and financial condition.

A variety of organizations measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, the company’s efforts and impacts on climate change and human rights, ethics and compliance with laws, and the role of the company’s board of directors in supervising various sustainability issues. In light of investors’ increased focus on ESG matters, there can be no certainty that the Company will manage such issues successfully, or that it will successfully meet investors' or society’s ESG expectations, which could have a material adverse affect on its business and financial conditions and operating results.

Finally, while the Company may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events,

including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved in measuring and reporting on many ESG matters.

General Risks

•Changes in general economic and business conditions, tightening of credit and retail markets, political events or other factors may adversely impact ~~independent~~ dealers’ retail sales. The motorcycle industry is impacted by general economic conditions over which motorcycle manufacturers have little control. These factors can weaken the retail environment and lead to weaker demand for discretionary purchases, such as the Company's motorcycles. Weakened economic conditions in certain business sectors and geographic areas can also result in reduced demand for the Company's products. Tightening of credit can limit the availability of funds from financial institutions and other lenders and sources of capital which could adversely affect the ability of retail consumers to obtain loans for the

purchase of motorcycles from lenders, including HDFS. Should general economic conditions or motorcycle industry demand decline, the Company’s results of operations and financial condition may be substantially adversely affected. The motorcycle industry can also be affected by political ~~conditions~~events and other factors over which motorcycle manufacturers have little control.

•Geopolitical conditions, including regional conflicts, terrorism, war, and international disputes could cause damage or disruption to commerce and the economy, and thus have a material adverse effect on the Company’s financial condition and operating results. Recent escalation in regional conflicts, including the risk of increased tensions between China and Taiwan, could result in increased pressure on our supply chain, which could increase the cost of manufacturing. The Company has a number of suppliers in China and a Long-Term Collaboration Agreement (LTCA) with Zhejiang Qianjiang Motorcycle Co., Ltd. and a conflict between China and Taiwan may impact the Company's supply chain and projects related to the LCTA. The length, impact and outcome of international conflicts are highly unpredictable, and such conflicts could lead to significant volatility in commodity prices and supply and prices of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increases in cyberattacks and espionage, which could impact the Company's financial condition and operating results.

•The ongoing conflict between Russia and Ukraine could adversely affect the Company's business, financial condition and operating results. Following the full-scale military invasion of Ukraine by Russian troops in February 2022, the U.S. and global markets are experiencing volatility and disruption. Although the length, impact and outcome of the ongoing military conflict in Ukraine are highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply and prices of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increases in cyberattacks and espionage. The ongoing conflict has led to an unprecedented expansion of sanctions programs imposed by the United States, European Union, United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic. The Company has suspended its business in Russia. While the Company has not experienced any material interruptions to its infrastructure, supplies, technology systems or networks needed to support its operations or significant costs due to the conflict, the Company cannot provide assurance that will remain the case. The Company has no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond its control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and the Company's business for an unknown period of time.

•The Company is and may in the future become subject to legal proceedings and commercial or contractual disputes. The uncertainty associated with substantial unresolved claims and lawsuits may harm the Company’s business, financial condition, reputation and brand. The defense of the lawsuits may result in the expenditures of significant financial resources and the diversion of management’s time and attention away from business operations. In addition, although the Company is unable to determine the amount, if any, that it may be required to pay in connection with the resolution of the lawsuits by settlement or otherwise, any such payment may have a material adverse effect on the Company’s business and results of operations. Refer to Note 16 of the Notes to Consolidated financial statements for a discussion of certain legal proceedings in which the Company is involved.

The Company disclaims any obligation to update these risk factors or any other forward-looking statements. The Company assumes no obligation, and specifically disclaims any such obligation, to update these risk factors or any other

forward-looking statements to reflect actual results, changes in assumptions or other factors affecting such forward-looking statements.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

A summary of the principal operating properties of the Company as of December 31, ~~2020~~2022 is as follows:

Type of Facility

Location

Status

~~Motorcycle and Related Products:~~HDMC:

Corporate office

Milwaukee, WI

Owned

Product development center

Wauwatosa, WI

Owned

Manufacturing - Motorcycle powertrain production~~(a)~~

Menomonee Falls, WI

Owned

Manufacturing - Motorcycle components parts production and painting~~(b)~~

Tomahawk, WI

Owned

Manufacturing - Motorcycle parts fabrication, painting and assembly~~(c)~~

York, PA

Owned

Manufacturing - Motorcycle production for Asian and European markets~~(d)~~

Rayong, Thailand

Owned

Manufacturing - Motorcycle assembly for Brazilian market~~(e)~~

Manaus, Brazil

Leased

~~Financial Services:~~HDFS:

Corporate office

Chicago, IL

Leased

Wholesale and retail operations office

Plano, TX

Leased

Retail operations office

~~(f)~~Reno, NV

Leased

~~(a)Motorcycle powertrain production~~

~~(b)Production and painting~~LiveWire has a virtual headquarters to access talent from across the globe. As of ~~motorcycle component parts~~

~~(c)Motorcycle parts fabrication, painting and assembly~~

~~(d)Motorcycle production for certain Asian and European markets~~

~~(e)Assembly of select models for~~December 31, 2022, LiveWire leased office facilities in multiple locations in the ~~Brazilian market~~

~~(f)HDFS completed a sale of its Carson City, NV facility in December 2020 and plans to move retail operations to Reno, NV in April 2021~~United States.

Item 3. Legal Proceedings

Refer to Note 16 of the Notes to Consolidated financial statements for a discussion of certain legal proceedings in which the Company is involved.

Item 4. Mine Safety Disclosures

Not Applicable.

1826

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Harley-Davidson, Inc. common stock is traded on the New York Stock Exchange under the trading symbol HOG. As of January ~~31, 2021,~~27, 2023, there were ~~66,959~~64,116 shareholders of record of Harley-Davidson, Inc. common stock.

The Company’s share repurchases, which consisted of shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares were as follows during the quarter ended December 31, ~~2020:~~2022:

2020 Fiscal Month Total Number of
Shares Purchased Average Price
Paid per Share Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
September 28 to November 1 738 $ 24 738 18,246,721
November 2 to November 29 556 $ 33 556 18,246,721
November 30 to December 31 1,849 $ 40 1,849 18,246,721
3,143 $ 35 3,143


2022 Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
September 27 to October 31	447	$	43	447	9,872,167
November 1 to November 28	2,313	$	44	2,313	9,872,167
November 29 to December 31	179	$	47	179	9,872,167
	2,939	$	44	2,939

In February 2018, the Company's Board of Directors authorized the Company to repurchase up to 15.0 million shares of its common stock on a discretionary basis with no dollar limit or expiration date. In February 2020, the Company's Board of Directors authorized the Company to repurchase up to 10.0 million additional shares of its common stock on a discretionary basis with no dollar limit or expiration date. As of December 31, ~~2020, 18.2~~2022, 9.9 million shares remained under ~~these authorizations.~~the 2020 authorization, as the Company exhausted all remaining shares under the 2018 authorization during the quarter ended September 25, 2022. The Company repurchased no shares on a discretionary basis during the quarter ended December 31, ~~2020.~~2022.

Under the share repurchase authorization, the Company’s common stock may be purchased through any one or more of a Rule 10b5-1 trading plan and discretionary purchases on the open market, block trades, accelerated share repurchases or privately negotiated transactions. The number of shares repurchased, if any, and the timing of repurchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors. The repurchase authority has no expiration date but may be suspended, modified or discontinued at any time.

The Harley-Davidson, Inc. 2020 Incentive Stock Plan and the 2022 Aspirational Incentive Stock Plan (Incentive Plans) and predecessor stock plans permit participants to satisfy all or a portion of the statutory federal, state, and local withholding tax obligations arising in connection with plan awards by electing to (a) have the Company withhold shares otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver other previously owned shares, in each case having a value equal to the amount to be withheld. During the fourth quarter of ~~2020,~~2022, the Company acquired ~~3,143~~2,939 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock ~~units.~~units and performance shares. At the Company's 2022 Annual Meeting of Shareholders held May 12, 2022, the shareholders of the Company approved an amendment to the 2020 Incentive Stock Plan to increase the authorized number of shares under the Incentive Plan by 3.1 million shares. As amended, the 2020 Incentive Stock Plan provides that up to a total of 8.5 million shares of the Company's common stock may be issued thereunder.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters within Part III of this Annual Report contains certain information relating to the Company’s equity compensation plans.

The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such a filing: the SEC requires the Company to include a line graph presentation comparing cumulative five year common stock returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Standard & Poor’s (S&P) MidCap 400 Index as the broad-based ~~index. The~~index and the S&P MidCap 400 Consumer Discretionary Index ~~was chosen~~ as ~~the Company does not believe any other published industry or line-of-business index adequately represents the current operations of the Company.~~its peer index. The graph assumes a beginning investment of $100 on December 31, ~~2015~~2017 and that all dividends are reinvested.

2015 2016 2017 2018 2019 2020
Harley-Davidson, Inc. $ 100 $ 132 $ 119 $ 83 $ 94 $ 94
S&P MidCap 400 Index $ 100 $ 121 $ 140 $ 125 $ 157 $ 179


	2017		2018		2019		2020		2021		2022
Harley-Davidson, Inc.	$	100	$	69	$	79	$	79	$	82	$	92
S&P MidCap 400 Index	$	100	$	89	$	112	$	127	$	159	$	138
S&P MidCap 400 Consumer Discretionary Index	$	100	$	82	$	104	$	136	$	174	$	137

Item 6. ~~Selected Financial Data~~

~~Not Applicable.~~[Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Harley-Davidson, Inc. ~~is the parent company of~~operates in three segments: Harley-Davidson Motor Company (HDMC), LiveWire, and Harley-Davidson Financial Services (HDFS). Unless the context otherwise requires, all references to the "Company" include Harley-Davidson, Inc. and all its subsidiaries. ~~The Company operates in two segments: Motorcycles and Related Products (Motorcycles) and Financial Services.~~

The “% Change” figures included in the ~~“Results~~Results of ~~Operations”~~Operations section were calculated using unrounded dollar amounts and may differ from calculations using the rounded dollar amounts presented. Certain “% Change” deemed not meaningful (NM) have been excluded.

(1) Note Regarding Forward-Looking Statements

The Company intends that certain matters discussed in this report are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by reference to this footnote or because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” “may,” “will,” “estimates,” “targets,” ~~“intend”~~“intends,” "forecasts," "sees," "feels," or words of similar meaning. Similarly, statements that describe or refer to future expectations, future plans, strategies, objectives, outlooks, targets, guidance, commitments or goals are also forward-looking statements. Such ~~forward-~~

~~looking~~forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially, unfavorably or favorably, from those anticipated as of the date of this report. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this report, including in Item 1A. Risk Factors and under the ~~“Cautionary Statements”~~Cautionary Statements section in this Item 7. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in the ~~“Overview”~~Overview and ~~“Guidance”~~Guidance sections in this Item 7 are only made as of February 2, ~~2021~~2023 and the remaining forward-looking statements in this report are only made as of the date of the filing of this report (February ~~23, 2021)~~24, 2023), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Overview(1)

~~The Company’s net~~Net income attributable to Harley-Davidson, Inc. for ~~2020~~2022 was ~~$1.3~~$741.4 million, or ~~$0.01~~$4.96 per diluted share, compared to ~~$423.6~~$650.0 million, or ~~$2.68~~$4.19 per diluted share, in ~~2019 on~~2021 driven by higher operating income in the HDMC segment partially offset by lower operating income in ~~both~~ the ~~Motorcycles~~HDFS segment and ~~Financial Services segments.~~a higher operating loss in the LiveWire segment.

HDMC operating income was $677.1 million in 2022 compared to operating income of $476.8 million in 2021. The ~~Motorcycles segment reported~~improvement in operating results in 2022 was driven by higher pricing and a 2.9% increase in wholesale motorcycle shipments which more than offset the unfavorable impact of foreign currency changes and higher costs incurred in 2022.

LiveWire operating loss was $85.3 million in 2022 compared to an operating loss of ~~$186.1~~$68.2 million in ~~2020 down $475.7~~2021. The increase in operating loss in 2022 was due primarily to higher operating expenses in 2022 on increased investments in product development and higher people costs.

HDFS operating income was $317.5 million ~~from~~in 2022 compared to operating income of ~~$289.6~~$414.8 million in ~~2019.~~2021. The decline in operating income was ~~due primarily to a 32.1% decrease in wholesale motorcycle shipments, a less favorable product mix and higher restructuring expenses, partially offset~~driven by ~~reduced selling, administrative and engineering expenses.~~

~~Operating income from the Financial Services segment in 2020 was down $70.2 million or 26.4% compared to 2019 due primarily to~~ an increase in the provision for credit losses and higher interest expense, partially offset by higher interest income and restructuring charges. The provision for credit losses was higher due to negative economic conditions during 2020 and also reflects the continued impact of the 2020 adoption of a new accounting standard related to the recognition of expected credit losses. The new standard requires recognition of full lifetime expected credit losses upon initial recognition of a financial instrument carried at amortized cost, replacing the prior, incurred loss methodology. The Company adopted the new accounting standard on January 1, 2020 using a modified retrospective approach. As a result, prior period results were not restated.lower operating expenses.

Worldwide ~~independent~~ dealer retail sales of new Harley-Davidson motorcycles ~~decreased 17.4%~~declined 7.7% in ~~2020~~2022 compared to ~~2019.~~2021 driven by a decline in North America. During 2022, retail sales decreased 12.4% in North America compared to 2021, which was partially offset by a 3.0% increase in the Company's markets outside of North America. Retail sales were adversely impacted primarily in the first half of 2020, by a temporary suspension of the Company's manufacturing operations, from mid-March through May 2020, and independent dealer closures related to the COVID-19 pandemic. The Company believes retail sales in the second half of 2020, compared to prior year,during 2022 were adversely impacted by ~~the Company's decision to reset its new model year launch timing, beginning in 2020, from the third quarter to the first quarter. In addition, the Company believes lower~~low dealer inventory levels during the riding season related to ~~its new approach~~a suspension of production and shipments for approximately two weeks during the second quarter as discussed further under Supply Matter below. Refer to ~~supply~~the Retail Sales and ~~inventory management also resulted in lower~~Registration Data section for further discussion of retail sales results.

Key Factors Impacting the Company

Supply Chain – During 2022, the Company continued to experience disruption and increased costs related to global supply chain challenges, including continued global semiconductor chip shortages. As a result of these challenges, the Company experienced higher costs in 2022, although the rate of year-over-year inflation moderated during the second half of ~~2020 compared~~the year relative to inflation rates experienced during the ~~same period last~~first half of the year.

~~COVID-19 Pandemic Response~~ The moderation in inflation experienced during the second half of the year resulted primarily from the normalization of logistics inflation and ~~Recovery Actions(1)~~to a lesser extent raw materials inflation which slowed as the metal markets improved. In addition, the Company continued to reduce its reliance on expedited shipping during the second half of 2022. In 2023, the Company is expecting additional moderation in supply chain cost inflation with continued improvement in logistics. The Company also expects less volatility in its supply chain in 2023 and plans to reduce its use of expedited modes of freight.

~~Cash Preservation~~Supply Matter – During ~~2020,~~the second quarter of 2022, the Company ~~delivered on its previously disclosed plans~~received information from a third-party sub-supplier concerning a potential regulatory compliance matter relating to ~~reduce planned capital and planned non-capital spending to preserve approximately $250 million~~the sub-supplier’s brake hose assemblies. As a result, out of ~~cash in 2020. The spending reductions exclude the impact~~an abundance of ~~restructuring charges as discussed further under “Restructuring Plan Costs and Savings”. Also, during 2020,~~caution, the Company suspended ~~discretionary share repurchases~~all vehicle assembly and ~~reduced its cash dividend to $0.02 per share~~shipments (excluding LiveWire models, which did not utilize the brake hose assemblies at issue) for approximately two weeks during the second ~~third~~quarter of 2022. Since then, the Company has been working through the regulatory compliance matter with the sub-supplier, the Company’s relevant Tier-1 suppliers, and ~~fourth quarters~~the National Highway Traffic Safety Administration (NHTSA), which is the agency responsible for brake hose assembly compliance in the United States.

In connection with this matter, in July of ~~2020.~~2022, the sub-supplier notified NHTSA of a population of brake hose assemblies that were potentially non-compliant with select NHTSA laboratory test standards. Based on that filing, in August, the Company notified NHTSA of the corresponding population of Harley-Davidson motorcycles containing those brake hose assemblies. In October, the sub-supplier submitted an amendment to NHTSA expanding its population of potentially non-compliant brake hose assemblies to include units produced by the sub-supplier for use in the Company’s motorcycles beginning as early as model year 2008. In December, the Company supplemented its August notification, expanding the population of motorcycles to include all Harley-Davidson motorcycles that contained the newly identified brake hose assemblies. No LiveWire motorcycles are included in these populations.

As permitted by federal law, both the sub-supplier and the Company leveraged NHTSA’s standard process to petition the agency for a determination that the potential non-compliance is inconsequential to motor vehicle safety. If NHTSA grants the Company’s inconsequentiality petition, the Company will be exempt from conducting a field action or a recall of its motorcycles related to this matter.

In its inconsequentiality petition, the Company presented NHTSA with: (1) extensive independent, third-party and internal testing demonstrating that the brake hose assemblies at issue are robust to extreme conditions - which far exceed

maximum expected motorcycle lifetime demands - with no impact to brake performance; and (2) real-world field safety data showing no documented crashes or injuries attributable to the laboratory test potential non-compliance at issue. The Company believes its petition is closely comparable to inconsequentiality petitions NHTSA has granted in the past. The Company is also confident that it has presented a strong position that the potential noncompliance is inconsequential to motor vehicle safety and, therefore, no field action or recall is necessary.

Based on its expectation that its petition will be granted, the Company does not expect that this matter will result in material costs in the future and no such costs have been accrued to date. However, it is possible that a recall or field action could be required that could cause the Company to incur material costs. There are several variables and uncertainties associated with any potential recall or field action that are not yet known including, but not limited to, the population of brake hose assemblies and motorcycles, the specific field or recall action required, the complexity of the required repair, and the number of motorcycle owners that would participate. Based on the Company’s information and assumptions, it estimates the cost of a potential recall or field action, if it were to occur, could range from approximately $200 million to $400 million, and the Company would seek full recovery of that amount.

Interest Rates - Interest rates increased significantly during 2022 as central banks attempted to reduce inflation. Rising interest rates may adversely impact HDFS' interest income margin to the extent HDFS is unable to offset a higher cost of funds with increased interest rates on products it offers to its customers. Additionally, higher interest rates may make the Company’s motorcycles less affordable, adversely impact product mix or impact customers’ ability to obtain financing to purchase the Company’s motorcycles.

~~Liquidity~~Suspension of Additional European Union Tariffs –In April 2021, the Company received notification from the Economic Ministry of Belgium that, following a request from the European Union (EU), the Company would be subject to revocation of the Binding Origin Information (BOI) decisions that allowed it to supply its EU markets with certain motorcycles produced at its Thailand manufacturing facility at tariff rates of 6%. As a result of the revocation, all non-electric motorcycles that Harley-Davidson imported into the EU, regardless of origin, were subject to a total tariff rate of 31% from April 19, 2021 through the end of 2021. On October 30, 2021, the U.S. and EU announced an agreement related to the Section 232 tariffs on steel and aluminum that were implemented in 2018 by the U.S. and the subsequent rebalancing tariff measures taken by the EU. This agreement suspended the additional tariffs initially imposed by the EU on the Company's motorcycles, reducing the total EU tariff rate on the Company’s motorcycles from 31% to 6%, effective January 1, 2022. The lower 6% tariff rate applies to all motorcycles imported by the Company into the EU, regardless of origin. Under the agreement between the U.S. and the EU, the lower tariff rate will remain in effect until December 31, 2023. The U.S. and EU will monitor and review the operation of the agreement, seeking to conclude the negotiations on steel and aluminum tariffs by December 31, 2023. These negotiations are ongoing, and there are no assurances the U.S. and EU will reach a resolution that concludes the trade conflict on steel and aluminum tariffs beyond December 31, 2023.

To date, the Company continues to pursue its appeals of the revocation of the BOI decisions and the denial of its application for temporary extended reliance on the 6% tariff rate (for motorcycles produced in Thailand and ordered prior to April 19, 2021), although there is no assurance that these appeals will continue or be successful.

LiveWire Transaction – On September 26, 2022, the Company's electric motorcycle subsidiary completed a merger with AEA-Bridges Impact Corp. (ABIC), a special purpose acquisition company, to create a new publicly traded company, LiveWire Group, Inc. (the "LiveWire Transaction"). As described below, the transaction was financed with ABIC's cash held in trust less redemptions, a cash investment from the Company and an investment from Kwang Yang Motor Co., Ltd. (KYMCO), an independent strategic investor.

At the ~~end 2020,~~closing of the LiveWire Transaction, LiveWire Group, Inc. received net proceeds of approximately $294 million, including a $180 million investment from the Company, net of transaction expenses, a $100 million investment from KYMCO and a $14 million investment from ABIC, net of redemptions and transaction expenses. Following the closing, the Company had ~~$4.7 billion~~an equity interest in LiveWire Group, Inc. of ~~available liquidity through cash, cash equivalents~~approximately 89.4%. ABIC's shareholders and ~~availability under its credit~~founders had an equity interest of approximately 5.7% and ~~conduit facilities. Liquidity is discussed in more detail under “Liquidity and Capital Resources”~~KYMCO had an equity interest of approximately 4.9%.

~~Supporting Dealers and Riders~~ ~~– The Company's response and recovery plans have included supporting global dealers and customers. HDFS~~ As the controlling shareholder, the Company continues to ~~work~~consolidate LiveWire Group, Inc. results, with ~~qualified retail borrowers who have been impacted by the COVID-19 pandemic by offering short-term~~additional adjustments to payment due dates. These temporary extensions do not affect the associated interest rate or loan term. At the end of 2020, the volume of payment extensions on eligible retail loans declined, but has not yet returned to pre-COVID-19 pandemic levels. recognize non-controlling shareholder interests.

COVID-19 Pandemic –The Company continues to ~~grant payment extensions to customers in accordance with its policies.~~

~~Community Strength~~ ~~– The Company continues to proactively manage through~~monitor the impact of the COVID-19 pandemic and ~~has implemented robust protocols~~government actions and measures taken to ~~keep workers safe in~~prevent its ~~manufacturing facilities. Most non-production workers continue to work remotely in light of the COVID-19 pandemic.~~

spread. The full impact of the COVID-19 pandemic on future results depends on future developments, such as the ultimate duration and scope of the pandemic including associated variants, the success of vaccination programs, the consequences of vaccine requirements, and its impact on the Company's employees, customers, ~~independent~~ dealers, distributors, and suppliers. ~~While the Company's manufacturing operations were temporarily suspended and subsequently resumed in 2020, COVID-19 pandemic related impacts and disruptions could occur in the future.~~ Future

impacts and disruptions could have an adverse effect on production, supply chains, distribution, and demand for the Company's products. Refer to Part I, Item 1A. Risk ~~Factors for additional information regarding the potential impact of the COVID-19 pandemic on the Company.~~

~~The Rewire~~

During 2020, the Company executed a set of actions, referred to as The Rewire. The Rewire was a critical overhaul of the Company's business to set the Company on a new course and provide a solid foundation to execute its 2021-2025 strategic plan, The Hardwire. Key elements of The Rewire included the following:

~~New operating model with reduced complexity and increased speed~~ – The Company implemented a new operating model to eliminate duplication and complexity across its global operations resulting in fewer positions across the Company's global operations and annual ongoing savings as discussed further under “Restructuring Plan Costs and Savings”.

~~Reset global business and focus on high-potential markets~~ – The Company plans to concentrate on approximately 50 markets primarily in North America, Europe and parts of Asia Pacific that represent a high percentage of the Company’s expected volume and growth potential.

~~Refined motorcycle line-up and high-impact product launches~~ ~~– The Company streamlined its planned product portfolio, changed its model year launch timing and go-to-market practices for maximum impact and success.~~

~~Growth through Parts & Accessories (P&A) and General Merchandise (GM)~~ ~~– P&A and GM are now organized around dedicated leaders with strategies poised for new growth as the Company invests in new channel strategies and better product assortments.~~

~~Protecting value~~ – The Company is operating with a new approach to supply and inventory management, with a focus on a strong independent dealer network to better preserve the value and desirability of Harley-Davidson motorcycles for customers. The Company believes a strong network of profitable dealers is essential to delivering the most desirable Harley-Davidson experience. The Company reduced its global dealer network during 2020 and continues work to optimize its network of independent dealers to strengthen priority markets and provide and improve the customer experience.

~~The Hardwire(1)~~

The Hardwire is the Company's 2021-2025 strategic plan guided by its mission and vision, which the Company introduced on February 2, 2021. The plan targets long-term profitable growth through focused efforts that extend and strengthen the brand and drive value for all stakeholders. The Company's ambition is to enhance its position as the most desirable motorcycle brand in the world. Desirability is a motivating force driven by emotion. Refer to ~~Item 1. Business~~Factors for ~~more details on The Hardwire strategic plan and financial targets.~~further discussion of these risks.

Guidance(1)

On February 2, ~~2021,~~2023, the Company announced the following guidance for ~~2021. During 2021,~~2023:

The Company expects HDMC revenue growth of between 4% and 7% in 2023 compared to 2022. The Company expects revenue to be positively impacted by unit growth, beneficial product mix as the ~~first year of The Hardwire,~~Company focuses on its most profitable products, and pricing actions intended to offset a moderated inflationary outlook. Furthermore, the Company expects ~~to continue to manage through the ongoing uncertainties brought on by the COVID-19 pandemic and its impact on revenue and its supply chain. The Company's guidance for 2021 is as follows:~~

•~~Motorcycles segment~~ revenue growth ~~compared to 2020, between 20%~~from parts and ~~25%~~accessories and apparel and licensing as it executes The Hardwire strategy.

•~~Motorcycles segment~~The Company expects HDMC operating margin as a percent of revenue to be in the range of 5%14.1% to ~~7%,~~14.6% in 2023. The Company believes the anticipated positive impact from higher motorcycle volume, product mix and pricing, combined with supply chain productivity which ~~includes approximately~~the Company expects will offset cost inflation and currency headwinds.

The Company expects LiveWire motorcycle shipments of 750 to 2,000 units and a LiveWire operating loss of $115 million to $125 million in 2023. The LiveWire expectations assume a launch of ~~gross annual~~LiveWire's Del Mar electric motorcycle in the second half of 2023.

The Company expects HDFS operating income to decline 20% to 25% in 2023 compared to 2022. This decline is largely a result of the higher interest rate environment causing the Company's borrowing costs to increase combined with an increase in credit losses.

The Company has a cost ~~savings resulting from 2020 restructuring actions~~

•~~Approximately $20~~productivity target to eliminate $400 million of ~~restructuring expense~~incremental costs by 2025. The Company reduced costs by approximately $50 million during 2022 and expects to reduce an additional $140 million in 2023 through production efficiency and reduced waste.

The Company expects capital investments in 2023 of between $225 and $250 million. The Company plans to continue to invest behind product development and capability enhancement in support of The Hardwire strategy.

The Company's capital allocation priorities are to fund growth through The Hardwire initiatives, to pay dividends, and to execute discretionary share repurchases.

•~~Financial Services operating income growth, compared to 2020, between 10% and 15%~~

•~~Capital expenditures between $190 and $220 million~~

2231

~~Restructuring Plan Costs and Savings(1)~~

During 2020, the Company initiated certain restructuring activities as part of The Rewire including a workforce reduction, the termination of certain current and future products, facility changes, optimizing its global independent dealer network, exiting certain international markets, and discontinuing its sales and manufacturing operations in India. These actions included restructuring expenses related to employee termination costs, contract termination costs and non-current asset adjustments. The workforce reduction resulted in the elimination of approximately 700 positions globally, including the termination of approximately 500 employees. In addition, the India action will result in the termination of approximately 70 employees. The Company incurred $130 million of restructuring expense in connection with these actions during 2020. The Company expects to incur total restructuring expenses for these actions of approximately $150 million, including approximately $20 million in 2021. The Company's total estimated restructuring expense is down from its previous estimate of $169 million. The Company continues to expect ongoing gross savings resulting from these restructuring activities of approximately $115 million. Refer to ~~Note 3 of the Notes to Consolidated financial statements~~ ~~for additional information regarding the Company's restructuring expenses.~~

Results of Operations ~~2020~~2022 Compared to ~~2019~~2021

Consolidated Results


(in thousands, except earnings per share)	(in thousands, except earnings per share)	2020		2019		(Decrease) Increase		% Change		(in thousands, except earnings per share)	2022		2021		Increase (Decrease)
Operating (loss) income from Motorcycles and Related Products		$	(186,122)	$	289,620	$	(475,742)	NM
Operating income from Financial Services		195,801		265,988		(70,187)		(26.4)
Operating income - HDMC										Operating income - HDMC	$	677,087	$	476,807	$	200,280
Operating loss - LiveWire										Operating loss - LiveWire	(85,315)		(68,182)		(17,133)
Operating income - HDFS										Operating income - HDFS	317,506		414,814		(97,308)
Operating income	Operating income	9,679		555,608		(545,929)		(98.3)		Operating income	909,278		823,439		85,839
Other (expense) income, net		(1,848)		16,514		(18,362)		NM
Other income, net										Other income, net	48,652		20,076		28,576
Investment income	Investment income	7,560		16,371		(8,811)		(53.8)		Investment income	4,538		6,694		(2,156)
Interest expense	Interest expense	31,121		31,078		43		0.1		Interest expense	31,235		30,972		263
(Loss) income before income taxes		(15,730)		557,415		(573,145)		NM
Income tax (benefit) provision		(17,028)		133,780		(150,808)		NM
Income before income taxes										Income before income taxes	931,233		819,237		111,996
Income tax provision										Income tax provision	192,019		169,213		22,806

Net income	Net income	$	1,298	$	423,635	$	(422,337)	(99.7)	%	Net income	739,214		650,024		89,190
Less: Loss attributable to noncontrolling interests										Less: Loss attributable to noncontrolling interests	2,194		—		2,194
Net income attributable to Harley-Davidson, Inc.										Net income attributable to Harley-Davidson, Inc.	$	741,408	$	650,024	$	91,384

Diluted earnings per share	Diluted earnings per share	$	0.01	$	2.68	$	(2.67)	(99.6)	%	Diluted earnings per share	$	4.96	$	4.19	$	0.77


Wisconsin			39-1382325
(State of organization)			(I.R.S. Employer Identification No.)

3700 West Juneau Avenue	Milwaukee	Wisconsin	53208
(Address of principal executive offices)			(Zip code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock Par value, $.01 per share	HOG	New York Stock Exchange


Part I		3
Item 1.	Business	3
Item 1A.	Risk Factors	1112
Item 1B.	Unresolved Staff Comments	1826
Item 2.	Properties	1826
Item 3.	Legal Proceedings	1826
Item 4.	Mine Safety Disclosures	1826
Part II		27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1927
Item 6.	~~Selected Financial Data~~[Reserved]	2028
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2028
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	3751
Item 8.	~~Consolidated~~ Financial Statements and Supplementary Data	3953
Item 9.	Changes in and Disagreements ~~with~~With Accountants on Accounting and Financial Disclosure	96114
Item 9A.	Controls and Procedures	96114
Item 9B.	Other information	115
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	115
Part III		115
Item 10.	Directors, Executive Officers and Corporate Governance	97115
Item 11.	Executive Compensation	97115
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	97116
Item 13.	Certain Relationships and Related Transactions, and Director Independence	98116
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	98116
Part IV		118
Item 15.	Exhibits and Financial ~~Statements~~Statement Schedules	99118
Item 16.	Form 10-K Summary	99118
Signatures		~~106~~126


	2022		2021		2020

HDMC	$	4,887,672	$	4,504,434	$	3,233,191
LiveWire	46,833		35,806		30,863
HDFS	820,625		796,068		790,323
	$	5,755,130	$	5,336,308	$	4,054,377


		2020		2019		2018			2022		2021		2020
Motorcycles	Motorcycles	72.0	%	77.4	%	78.1	%	Motorcycles	77.5	%	77.0	%	72.3	%
Parts & Accessories		20.2	%	15.6	%	15.2	%
General Merchandise		5.7	%	5.2	%	4.9	%
Parts and accessories								Parts and accessories	15.0		16.4		20.4
Apparel								Apparel	5.5		5.1		5.8
Licensing	Licensing	0.9	%	0.8	%	0.8	%	Licensing	0.8		0.8		0.9
Other products and services	Other products and services	1.2	%	1.0	%	1.0	%	Other products and services	1.2		0.7		0.6
		100.0	%	100.0	%	100.0	%		100.0	%	100.0	%	100.0	%


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


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


	U.S.	Canada	EMEA	Asia Pacific	Latin America	Total
Independent dealership points	630	51	369	282	47	1,379


2020 Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
September 28 to November 1	738	$	24	738	18,246,721
November 2 to November 29	556	$	33	556	18,246,721
November 30 to December 31	1,849	$	40	1,849	18,246,721
	3,143	$	35	3,143


	2015		2016		2017		2018		2019		2020
Harley-Davidson, Inc.	$	100	$	132	$	119	$	83	$	94	$	94
S&P MidCap 400 Index	$	100	$	121	$	140	$	125	$	157	$	179


		2020	2019	Decrease	% Change			2022	2021	Increase (Decrease)	% Change
United States	United States	103,650	125,960	(22,310)	(17.7)	%	United States	109,190	125,713	(16,523)	(13.1)	%
Canada	Canada	6,477	8,946	(2,469)	(27.6)		Canada	7,924	8,005	(81)	(1.0)
Total North America		110,127	134,906	(24,779)	(18.4)
North America							North America	117,114	133,718	(16,604)	(12.4)
Europe/Middle East/Africa (EMEA)	Europe/Middle East/Africa (EMEA)	36,906	44,086	(7,180)	(16.3)		Europe/Middle East/Africa (EMEA)	30,510	30,907	(397)	(1.3)
Asia Pacific	Asia Pacific	27,220	29,513	(2,293)	(7.8)		Asia Pacific	27,905	25,020	2,885	11.5
Latin America	Latin America	5,995	9,768	(3,773)	(38.6)		Latin America	2,922	3,652	(730)	(20.0)
Total worldwide retail sales		180,248	218,273	(38,025)	(17.4)	%
								178,451	193,297	(14,846)	(7.7)	%


	2022	2021	Increase	% Change
United States(b)	264,367	281,502	(17,135)	(6.1)	%
Europe(c)	406,223	431,127	(24,904)	(5.8)	%


		2020			2019			Unit	Unit			2022			2021			Unit	Unit
		Units	Mix %		Units	Mix %		Decrease	% Change			Units	Mix %		Units	Mix %		Increase (Decrease)	% Change
Motorcycle Units:	Motorcycle Units:										Motorcycle Units:
United States	United States	79,731	54.9	%	124,326	58.1	%	(44,595)	(35.9)	%	United States	118,836	61.4	%	119,761	63.7	%	(925)	(0.8)	%
International	International	65,515	45.1	%	89,613	41.9	%	(24,098)	(26.9)		International	74,691	38.6	%	68,272	36.3	%	6,419	9.4
		145,246	100.0	%	213,939	100.0	%	(68,693)	(32.1)	%		193,527	100.0	%	188,033	100.0	%	5,494	2.9	%
Motorcycle Units:	Motorcycle Units:										Motorcycle Units:
Touring motorcycle units		56,067	38.6	%	91,018	42.5	%	(34,951)	(38.4)	%
Cruiser motorcycle units(a)		55,229	38.0	%	76,052	35.6	%	(20,823)	(27.4)
Sportster® / Street motorcycle units		33,950	23.4	%	46,869	21.9	%	(12,919)	(27.6)
Grand American Touring(a)											Grand American Touring(a)	89,849	46.4	%	93,961	49.9	%	(4,112)	(4.4)	%
Cruiser											Cruiser	59,010	30.5	%	59,033	31.4	%	(23)	—
Sportster® / Street											Sportster® / Street	33,894	17.5	%	25,123	13.4	%	8,771	34.9
Adventure Touring											Adventure Touring	10,774	5.6	%	9,916	5.3	%	858	8.7
		145,246	100.0	%	213,939	100.0	%	(68,693)	(32.1)	%		193,527	100.0	%	188,033	100.0	%	5,494	2.9	%


	Revenue		Cost of Goods Sold		Gross Profit
2019	$	4,573	$	3,230	$	1,343
Volume	(1,282)		(832)		(450)
Price, net of related costs	55		7		48
Foreign currency exchange rates and hedging	(11)		23		(34)
Shipment mix	(71)		(7)		(64)
Raw material prices	—		(10)		10
Manufacturing and other costs	—		25		(25)
	(1,309)		(794)		(515)
2020	$	3,264	$	2,436	$	828


	2022		2021
Balance, beginning of period	$	339,379	$	390,936
Provision for credit losses	145,133		25,049
Charge-offs, net of recoveries	(125,801)		(76,606)

Balance, end of period	$	358,711	$	339,379


	2020		2019		2018
Industry new motorcycle registrations	241,792		252,842		263,750
Harley-Davidson new motorcycle registrations	101,744		124,040		131,064
Harley-Davidson U.S. market share	42.1	%	49.1	%	49.7	%


	2022		2021		2020
Industry new motorcycle registrations:
United States(c)	264,367		281,502		241,790
Europe(d)	406,223		431,127		411,991

Harley-Davidson new motorcycle registrations:
United States(c)	108,984		125,044		101,272
Europe(d)	24,775		25,438		31,548

Harley-Davidson market share data:
United States(c)	41.2	%	44.4	%	41.9	%
Europe(d)	6.1	%	5.9	%	7.7	%


	2020		2019		2018
Industry new motorcycle registrations	411,079		413,254		405,304
Harley-Davidson new motorcycle registrations	31,547		37,619		41,004
Harley-Davidson European market share	7.7	%	9.1	%	10.1	%


	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.


		Amounts based on current assumptions		Impact of a 1% decrease in the discount rate		Impact of a 1% increase in the healthcare cost trend rate		Impact of a 1% decrease in the expected return on assets			Amounts based on current assumptions		Impact of a 1% decrease in the discount rate		Impact of a 1% increase in the healthcare cost trend rate		Impact of a 1% decrease in the expected return on assets
2020 Net periodic benefit cost:
2022 Net periodic benefit cost:										2022 Net periodic benefit cost:
Pension and SERPA	Pension and SERPA	$	33,016	$	31,108	n/a		$	20,164	Pension and SERPA	$	(14,362)	$	28,587	n/a		$	22,488
Postretirement healthcare	Postretirement healthcare	$	5,393	$	(843)	$	435	$	1,985	Postretirement healthcare	$	(4,813)	$	(935)	$	490	$	2,253
2020 Benefit obligations:
2022 Benefit obligations:										2022 Benefit obligations:
Pension and SERPA	Pension and SERPA	$	2,390,435	$	393,880	n/a		n/a		Pension and SERPA	$	1,553,912	$	182,298	n/a		n/a
Postretirement healthcare	Postretirement healthcare	$	315,245	$	28,651	$	8,295	n/a		Postretirement healthcare	$	210,811	$	15,245	$	4,573	n/a


Cash and cash equivalents(a)		$	~~3,257,203~~1,433,175



U.S. commercial paper conduit facility:
Committed asset-backed U.S. commercial paper conduit facility(b)	1,500,000
Borrowings against committed facility	(300,000)
Net asset-backed U.S. commercial paper conduit committed facility availability	1,200,000

Uncommitted asset-backed U.S. commercial paper conduit facility	125,794
Borrowings against uncommitted facility	(125,794)
Net asset-backed U.S. commercial paper conduit uncommitted facility availability	—
Total net U.S. commercial paper conduit facility availability		1,200,000

Asset-backed Canadian commercial paper conduit facility(b)(c)		92,283
Borrowings against committed facility		(71,785)
Net asset-backed Canadian commercial paper conduit facility		20,498

Availability under credit and conduit facilities:
Credit facilities		~~750,726~~1,420,000
~~Asset-backed U.S. commercial~~Commercial paper ~~conduit facility~~outstanding~~(a)~~		~~600,000~~ (770,468)
~~Asset-backed Canadian commercial paper conduit~~Net credit facility availability~~(a)~~		~~55,980~~649,532
		$	~~4,663,909~~3,303,205


	2020		2019
Net cash provided by operating activities	$	1,177,890	$	868,272
Net cash used by investing activities	(66,783)		(508,126)
Net cash provided (used) by financing activities	1,373,983		(712,223)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	18,712		(2,305)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	2,503,802	$	(354,382)


			~~Page~~
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			4054
Consolidated Statements of Operations			4457
Consolidated Statements of Comprehensive Income			4558
Consolidated Balance Sheets			4659
Consolidated Statements of Cash Flows			4861
Consolidated Statements of Shareholders’ Equity			4962
Notes to Consolidated Financial Statements			5063
1. Summary of Significant Accounting Policies			5063
2. Revenue			5365
3. Restructuring Activities			5467
4. Income Taxes			5669
5. Capital Stock and Earnings Per Share			5971
6. Additional Balance Sheet and Cash Flow Information			5972
7. Finance Receivables			6174
8. Goodwill and Intangible Assets			6780
9. Derivative Financial Instruments and Hedging Activities			6881
10. Leases			7184
11. Debt			7285
12. Asset-Backed Financing			7487
13. Fair Value			7890
14. Product Warranty and Recall Campaigns			8092
15. Employee Benefit Plans and Other Postretirement Benefits			8093
16. Commitments and Contingencies			87100
17. Share-Based Awards			87101
18. Accumulated Other Comprehensive Loss			89103
19. Reportable Segments and Geographic Information			90104
20. Supplemental Consolidating Data			93107
21. Subsequent Event			96114


			Allowance for Credit Losses - Retail Finance Receivables
Description of the Matter			The Company’s retail receivable portfolio totaled ~~$6.3~~$6.7 billion as of December 31, ~~2020,~~2022, and the associated allowance for credit losses (ACL) was ~~$371.7~~$345.3 million. As discussed ~~above and~~ in ~~Notes 1 and~~Note 7 to the consolidated financial statements, ~~effective January 1, 2020,~~ the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments, which requires the Company to recognize expected lifetime losses on finance receivables held at amortized cost, upon origination. Upon adoption, the Company increased its ACL by $100.6 million and reduced retained earnings net, of deferred taxes, by $78.2 million through a cumulative-effect adjustment. The Company utilizes a vintage-based loss forecast methodology to measure the expected lifetime credit losses of retail finance ~~receivables credit losses.~~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 ~~development and operation~~monitoring of the ACL models, and the completeness and accuracy of key inputs and assumptions 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 prepared by management, and the underlying data used in the models. We involved our internal ~~specialists in evaluating the~~specialist to assist with our reperformance of targeted model ~~methodology and model performance and tested key modeling assumptions.~~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. ~~Additionally, we tested the accuracy of data utilized within the models and re-performed the model calculations for a sample of loans.~~ 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.


			~~Restructuring activities~~
~~Description of the Matter~~			The Company recorded $130.0 million of restructuring expenses during the year ended December 31, 2020. As discussed in Note 3 to the consolidated financial statements, restructuring activities included a workforce reduction, the termination of certain products, facility changes, optimizing the global independent dealer network, exiting certain international markets, and discontinuing the sales and manufacturing operations in India. These actions resulted in restructuring expenses that included employee termination costs, contract termination costs and non-current asset adjustments. The Company’s liability for accrued restructuring expenses was $23.9 million as of December 31, 2020. Auditing the Company’s restructuring expenses was complex due to the comprehensive scope of the different actions taken which required management to assess the timing of recognition of the costs associated with these actions. In addition, determining the classification and disclosure of restructuring expenses in the consolidated financial statement required the Company to maintain detailed record-keeping of the various restructuring activities.
~~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 restructuring process. These procedures included testing controls over authorization of the significant restructuring actions, management’s review and assessment of the accounting treatment and timing of recognition for significant actions, and the Company’s review of the presentation and disclosure of restructuring activities. To test the restructuring costs and year-end restructuring liability, our audit procedures included, among others, gaining an understanding of approved restructuring actions and evaluating the accounting treatment and timing of recognition for significant actions. In addition, we tested the Company’s computation of restructuring expenses and year-end liability, reviewed a sample of contracts and settlement agreements, and tested cash payments made related to the restructuring actions. We also tested the presentation and disclosure of the restructuring expenses in the consolidated financial statements.


	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	3,257,203	$	833,868

Accounts receivable, net	143,082		259,334
Finance receivables, net of allowance of $72,632 and $43,006	1,509,539		2,272,522
Inventories, net	523,497		603,571
Restricted cash	131,642		64,554
Other current assets	280,470		168,974
	5,845,433		4,202,823
Finance receivables, net of allowance of $318,304 and $155,575	4,933,469		5,101,844
Property, plant and equipment, net	743,784		847,382
Pension and postretirement assets	95,711		56,014
Goodwill	65,976		64,160
Deferred income taxes	158,538		101,204
Lease assets	45,203		61,618
Other long-term assets	122,487		93,114
	$	12,010,601	$	10,528,159
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	290,904	$	294,380
Accrued liabilities	557,214		582,288
Deposits	79,965		0
Short-term debt	1,014,274		571,995
Current portion of long-term debt, net	2,039,597		1,748,109
	3,981,954		3,196,772
Long-term debt, net	5,932,933		5,124,826
Lease liabilities	30,115		44,447
Pension and postretirement liabilities	114,206		128,651

Deferred income taxes	8,607		8,135
Other long-term liabilities	220,001		221,329
Commitments and contingencies (Note 16)	0		0
Shareholders’ equity:
Preferred stock, NaN issued	0		0
Common stock (Note 5)	1,685		1,828
Additional paid-in-capital	1,507,706		1,491,004
Retained earnings	1,284,823		2,193,997
Accumulated other comprehensive loss	(483,417)		(536,949)
Treasury stock, at cost (Note 5)	(588,012)		(1,345,881)
	1,722,785		1,803,999
	$	12,010,601	$	10,528,159


	2020		2019
Balances held by consolidated variable interest entities (Note 12)
Finance receivables, net - current	$	530,882	$	291,444
Other assets	$	3,753	$	2,420
Finance receivables, net - non-current	$	1,889,472	$	1,027,179
Restricted cash - current and non-current	$	142,892	$	63,812
Current portion of long-term debt, net	$	608,987	$	317,607
Long-term debt, net	$	1,585,174	$	937,212


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
	Issued Shares	Balance
Balance, December 31, 2017	181,286,547	$	1,813	$	1,422,808	$	1,607,570	$	(500,049)	$	(687,865)	$	1,844,277
Net income	—	—		—		531,451		—		—		531,451
Other comprehensive loss, net of tax (Note 18)	—	—		—		—		(21,287)		—		(21,287)
Dividends ($1.48 per share)	—	—		—		(245,810)		—		—		(245,810)
Repurchase of common stock	—	—		—		—		—		(390,606)		(390,606)
Share-based compensation	644,678	6		36,812		—		—		13,082		49,900
Cumulative effect of change in accounting	—	—		—		6,024		—		—		6,024
Reclassification of certain tax effects	—	—		—		108,348		(108,348)		—		0
Balance, December 31, 2018	181,931,225	1,819		1,459,620		2,007,583		(629,684)		(1,065,389)		1,773,949
Net income	—	—		—		423,635		—		—		423,635
Other comprehensive income, net of tax (Note 18)	—	—		—		—		92,735		—		92,735
Dividends ($1.50 per share)	—	—		—		(237,221)		—		—		(237,221)
Repurchase of common stock	—	—		—		—		—		(296,520)		(296,520)
Share-based compensation	885,311	9		31,384		—		—		16,028		47,421




Balance, December 31, 2019	182,816,536	1,828		1,491,004		2,193,997		(536,949)		(1,345,881)		1,803,999
Net income	—	—		—		1,298		—		—		1,298
Other comprehensive income, net of tax (Note 18)	—	—		—		—		53,532		—		53,532
Dividends ($0.44 per share)	—	—		—		(68,087)		—		—		(68,087)
Repurchase of common stock	—	—		—		—		—		(8,006)		(8,006)
Share-based compensation	686,990	7		16,702		—		—		1,569		18,278


Retirement of treasury stock	(15,000,000)	(150)		—		(764,156)		—		764,306		0
Cumulative effect of change in accounting	—	—		—		(78,229)		—		—		(78,229)
Balance, December 31, 2020	168,503,526	$	1,685	$	1,507,706	$	1,284,823	$	(483,417)	$	(588,012)	$	1,722,785


	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, 2019	182,816,536	$	1,828	$	1,491,004	$	2,193,997	$	(536,949)	$	(1,345,881)	$	1,803,999	$	—	$	1,803,999
Net income	—	—		—		1,298		—		—		1,298		—		1,298
Other comprehensive income, net of tax (Note 18)	—	—		—		—		53,532		—		53,532		—		53,532
Dividends ($0.44 per share)	—	—		—		(68,087)		—		—		(68,087)		—		(68,087)
Repurchase of common stock	—	—		—		—		—		(8,006)		(8,006)		—		(8,006)
Share-based compensation	686,990	7		16,702		—		—		1,569		18,278		—		18,278
Retirement of treasury stock	(15,000,000)	(150)		—		(764,156)		—		764,306		—		—		—
Cumulative effect of change in accounting	—	—		—		(78,229)		—		—		(78,229)		—		(78,229)
Balance, December 31, 2020	168,503,526	1,685		1,507,706		1,284,823		(483,417)		(588,012)		1,722,785		—		1,722,785
Net income	—	—		—		650,024		—		—		650,024		—		650,024
Other comprehensive income, net of tax (Note 18)	—	—		—		—		242,498		—		242,498		—		242,498
Dividends ($0.60 per share)	—	—		—		(92,426)		—		—		(92,426)		—		(92,426)
Repurchase of common stock	—	—		—		—		—		(11,623)		(11,623)		—		(11,623)
Share-based compensation	861,160	9		39,305		—		—		2,672		41,986		—		41,986




Balance, December 31, 2021	169,364,686	1,694		1,547,011		1,842,421		(240,919)		(596,963)		2,553,244		—		2,553,244
Net income	—	—		—		741,408		—		—		741,408		(2,194)		739,214
Other comprehensive loss, net of tax (Note 18)	—	—		—		—		(101,010)		—		(101,010)		—		(101,010)
Dividends ($0.63 per share)	—	—		—		(93,180)		—		—		(93,180)		—		(93,180)
Repurchase of common stock	—	—		—		—		—		(338,627)		(338,627)		—		(338,627)
Share-based compensation	1,035,526	10		48,019		—		—		526		48,555		565		49,120
LiveWire business combination	—	—		93,129		—		—		—		93,129		4,918		98,047



Balance, December 31, 2022	170,400,212	$	1,704	$	1,688,159	$	2,490,649	$	(341,929)	$	(935,064)	$	2,903,519	$	3,289	$	2,906,808


	December 31, 2019		Effect of Adoption		January 1, 2020
ASSETS
Finance receivables(a)	$	7,572,947	$	0	$	7,572,947
Allowance for credit losses on finance receivables(a)	$	(198,581)	$	(100,604)	$	(299,185)
Deferred income taxes	$	101,204	$	22,484	$	123,688

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued liabilities	$	582,288	$	109	$	582,397
Retained earnings	$	2,193,997	$	(78,229)	$	2,115,768


	2020		2019
Motorcycles and Related Products:
Motorcycles	$	2,350,407	$	3,538,269
Parts & Accessories	659,634		713,400
General Merchandise	186,068		237,566
Licensing	29,750		35,917
Other	38,195		47,526
	3,264,054		4,572,678
Financial Services:
Interest income	682,517		678,205
Other	107,806		110,906
	790,323		789,111
	$	4,054,377	$	5,361,789


	2020
	Employee Termination Benefits		Contract Terminations & Other		Non-Current Asset Adjustments		Total
Balance, beginning of period	$	0	$	0	$	0	$	0
Restructuring expense	28,913		70,894		30,202		130,009
Utilized – cash	(21,494)		(54,773)		0		(76,267)
Utilized – non cash	0		0		(30,202)		(30,202)
Foreign currency changes	305		75		0		380
Balance, end of period	$	7,724	$	16,196	$	0	$	23,920


		2019
		Manufacturing Optimization Plan								Reorganization Plan					2022
		Employee Termination Benefits		Accelerated Depreciation		Other		Total		Employee Termination Benefits		Total			Employee Termination Benefits		Contract Terminations & Other		Non-Current Asset Adjustments		Total
Balance, beginning of period	Balance, beginning of period	$	24,958	$	0	$	79	$	25,037	$	3,461	$	28,498	Balance, beginning of period	$	121	$	2,874	$	—	$	2,995
Restructuring expense		15		14,684		17,971		32,670		(317)		32,353
Utilized - cash		(24,102)		0		(16,950)		(41,052)		(3,118)		(44,170)
Utilized - non cash		0		(14,684)		(1,094)		(15,778)		0		(15,778)
Restructuring benefit														Restructuring benefit	—		(544)		—		(544)
Utilized – cash														Utilized – cash	(124)		(2,325)		—		(2,449)
Utilized – non cash														Utilized – non cash	—		—		—		—
Foreign currency changes	Foreign currency changes	(6)		0		(4)		(10)		(26)		(36)		Foreign currency changes	3		(5)		—		(2)
Balance, end of period	Balance, end of period	$	865	$	0	$	2	$	867	$	0	$	867	Balance, end of period	$	—	$	—	$	—	$	—
															2021
															Employee Termination Benefits		Contract Terminations & Other		Non-Current Asset Adjustments		Total
Balance, beginning of period														Balance, beginning of period	$	7,724	$	16,196	$	—	$	23,920
Restructuring (benefit) expense														Restructuring (benefit) expense	(1,400)		4,405		410		3,415
Utilized – cash														Utilized – cash	(6,025)		(17,608)		—		(23,633)
Utilized – non cash														Utilized – non cash	—		—		(410)		(410)
Foreign currency changes														Foreign currency changes	(178)		(119)		—		(297)
Balance, end of period														Balance, end of period	$	121	$	2,874	$	—	$	2,995
															2020
															Employee Termination Benefits		Contract Terminations & Other		Non-Current Asset Adjustments		Total
Balance, beginning of period														Balance, beginning of period	$	—	$	—	$	—	$	—
Restructuring expense														Restructuring expense	28,913		70,894		30,202		130,009
Utilized – cash														Utilized – cash	(21,494)		(54,773)		—		(76,267)
Utilized – non cash														Utilized – non cash	—		—		(30,202)		(30,202)
Foreign currency changes														Foreign currency changes	305		75		—		380
Balance, end of period														Balance, end of period	$	7,724	$	16,196	$	—	$	23,920


Year of Expiration	2020
2031	$	252,142
2033	49
2034	2,455
2035	7,800
2038	3,992
2039	11,710
2040	29,836
Indefinite	9,449
	$	317,433


2023	80,106
2024	80,378
2025	24,006
2026	79,742
2027	54,158
Thereafter	—
Future maturities	318,390
Unamortized fees	(1,015)
	$	317,375


		2020							2022
		Retail		Wholesale		Total			Retail		Wholesale		Total
Balance, beginning of period	Balance, beginning of period	$	188,501	$	10,080	$	198,581	Balance, beginning of period	$	326,320	$	13,059	$	339,379
Cumulative effect of change in accounting(a)		95,558		5,046		100,604
Provision for credit losses	Provision for credit losses	175,225		6,645		181,870		Provision for credit losses	144,756		377		145,133
Charge-offs	Charge-offs	(137,371)		(2,573)		(139,944)		Charge-offs	(176,718)		—		(176,718)
Recoveries	Recoveries	49,825		0		49,825		Recoveries	50,917		—		50,917
Balance, end of period	Balance, end of period	$	371,738	$	19,198	$	390,936	Balance, end of period	$	345,275	$	13,436	$	358,711


	~~2019~~
~~Prime~~	$	~~5,278,093~~
~~Sub-prime~~	~~1,138,335~~
	$	~~6,416,428~~


	December 31, 2022
	2022		2021		2020		2019		2018		2017 & Prior		Total
U.S. Retail:
Super prime	$	1,118,198	$	612,890	$	276,492	$	159,550	$	69,652	$	26,701	$	2,263,483
Prime	1,433,141		887,817		425,401		260,458		135,454		79,611		3,221,882
Sub-prime	420,660		298,153		164,946		108,372		57,993		46,827		1,096,951
	2,971,999		1,798,860		866,839		528,380		263,099		153,139		6,582,316
Canadian Retail:
Super prime	49,033		30,090		17,553		12,215		4,975		1,527		115,393
Prime	16,094		10,705		7,283		5,098		3,068		1,787		44,035
Sub-prime	2,223		1,402		1,173		869		475		315		6,457
	67,350		42,197		26,009		18,182		8,518		3,629		165,885
	$	3,039,349	$	1,841,057	$	892,848	$	546,562	$	271,617	$	156,768	$	6,748,201


	December 31, 2021
	2021		2020		2019		2018		2017		2016 & Prior		Total
U.S. Retail:
Super prime	$	1,010,636	$	484,479	$	316,390	$	171,763	$	65,753	$	27,424	$	2,076,445
Prime	1,391,385		712,858		470,177		277,206		142,288		82,169		3,076,083
Sub-prime	476,688		273,787		182,002		105,330		61,923		51,035		1,150,765
	2,878,709		1,471,124		968,569		554,299		269,964		160,628		6,303,293
Canadian Retail:
Super prime	51,779		32,724		27,073		13,984		4,619		1,614		131,793
Prime	16,882		12,675		9,244		6,230		3,628		1,779		50,438
Sub-prime	2,356		2,134		1,571		947		606		381		7,995
	71,017		47,533		37,888		21,161		8,853		3,774		190,226
	$	2,949,726	$	1,518,657	$	1,006,457	$	575,460	$	278,817	$	164,402	$	6,493,519