Harley-Davidson Motor Company was founded in 1903. Harley-Davidson, Inc. was incorporated in 1981, at which time it purchased the Harley-Davidson® motorcycle business from AMF Incorporated in a management buyout. In 1986, Harley-Davidson, Inc. became publicly held. Harley-Davidson, Inc. is the parent company of the group of companies referred to as Harley-Davidson Motor Company and Harley-Davidson Financial Services. Unless the context otherwise requires, all references to the “Company” include Harley-Davidson, Inc. and all of its subsidiaries. The Company operates in twothree segments: MotorcyclesHarley-Davidson Motor Company (HDMC), LiveWire, and Related Products (Motorcycles) andHarley-Davidson Financial Services.Services (HDFS). The Company's reportable segments, which are discussed in greater detail below, are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations. Revenue by segment for the last three fiscal years was as follows (in thousands):

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 its shareholders. 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. Harley-Davidson has long been associated with igniting desirability, and it is embedded in its vision; it is at the heart of its mission and it is part of its 118-year120-year legacy. To drive desirability, the Company will:

The Hardwire strategic priorities are as follows:

The Company plans to focus on approximately 50 global markets that matter most to its future growth. This includes the following priority markets: United States, DACH (Germany, Austria, and Switzerland), Japan, China, Canada, France, United Kingdom, Italy, Australia, and New Zealand. The Company will also continue to test further avenues for desirable long-term growth such as premium low-displacement motorcycles.

HDMC designs, manufactures and sells Harley-Davidson motorcycles. The Motorcycles segmentHDMC also sells motorcycle parts, accessories, and apparel as well as licenses its trademarks. The Motorcycles segmentHDMC conducts business on a global basis, with sales in the United States (U.S.), Canada, Europe/Middle East/Africa (EMEA), Asia Pacific, and Latin America. The Company'sHDMC's products are sold to retail customers primarily through a network of independent dealers. Dealers generally stock and sell the Company'sHarley-Davidson motorcycles, parts and accessories, apparel, and licensed products and service motorcycles. Dealership points by geographic location as of December 31, 20212023 were as follows:

The Company'sHDMC's parts and accessories and apparel are also retailed through the Company'sHDMC's eCommerce websites in the U.S., in Canada and in certain European markets. Products sold through the U.S. eCommerce website are retailed to consumers through authorized U.S. dealers. Products sold through theCanadian and European eCommerce websitewebsites are retailed by the CompanyHDMC directly to the consumer. In addition, the CompanyHDMC utilizes third-party eCommerce websites in other select international markets.

Competition in the motorcycle industry is based upon a number of factors including product capabilities and features, styling, price, quality, reliability, warranty, availability of financing, and quality of the dealer networks that sell the products. The Company believes its Harley-Davidson motorcycles continue to generally command a premium price at retail relative to competitors’ motorcycles. Harley-Davidson motorcycles offer unique styling, customization, innovative design, distinctive sound, superior quality and reliability and include a warranty. The CompanyHDMC also considers the availability of its line of motorcycle parts and accessories and apparel, the availability of financing through Harley-Davidson Financial ServicesHDFS and its global network of dealers to be competitive advantages.

Industry data includes on-road motorcycles with internal combustion engines with displacements greater than 600cc600cc's and electric motorcycles with kWkilowatt peak power equivalents greater than 600cc (601+cc).600cc's. In 2021,2023, approximately 81%77% of the total annual dealer retail sales of new Harley-Davidson motorcycles were sold in the U.S. and European 601+cc markets. Other significant markets for the Company,HDMC, based on the Company's 2021HDMC's 2023 retail sales data, include Canada, Japan, Australia, and New Zealand and China.

The Company owns, and continues to obtain, patent rights that relate to itsHDMC motorcycles and related products and processes for their production. Certain technology-related intellectual property is also protected, where appropriate, by license agreements, confidentiality agreements or other agreements with suppliers, employees and other third parties. The CompanyHDMC diligently protects its intellectual property, including patents and trade secrets, and its rights to innovative and proprietary technologies and designs. This protection, including enforcement, is important as the CompanyHDMC moves forward with investments in new products, designs and technologies. While the Company believes patents are important to itsHDMC's business operations and in the aggregate constitute a valuable asset, the success of the business is not dependent on any one patent or group of patents. The Company’sHDMC's active patent portfolio has an average remaining age of approximately sixthirteen years. A patent review committee manages the patent strategy and portfolio of the Company.HDMC.

Trademarks are important to the Company’s motorcycle and related productsHDMC's businesses and licensing activities. The CompanyHDMC has a vigorous worldwide program of trademark registration and enforcement to maintain and strengthen the value of the trademarks and prevent the unauthorized use of those trademarks. The HARLEY-DAVIDSON trademark and the Bar and Shield trademark are each highly recognizable to the public and are very valuable assets. Additionally, the CompanyHDMC uses numerous other trademarks, trade names and logos which are registered worldwide. The following are among the Company’sHDMC's trademarks: HARLEY-DAVIDSON, H-D, HARLEY, the Bar & Shield Logo, MOTORCLOTHES, the MotorClothes Logo, the #1 Logo, the Willie G Skull Logo, HARLEY OWNERS GROUP, H.O.G., the H.O.G. Logo, LIVEWIRE,SCREAMIN' EAGLE, SOFTAIL and SPORTSTER. The HARLEY-DAVIDSON trademark has been used since 1903 and the Bar and Shield trademark since at least 1910. Substantially all of theHDMC's trademarks are owned by Harley-Davidson Motor Company, Inc., which manages HDMC's global trademark strategy and portfolio.

Experiences that build community and connect consumerspeople with the Harley-Davidson brand and with one another have traditionally beenare at the center of much of the Company’sHDMC's marketing efforts. To develop, engage and retain committed riders, the CompanyHDMC participates in and sponsors motorcycle rallies, tours, racing activities, music festivals and other special events. This includes events sponsored byHDMC also sponsors the Harley Owners Group (H.O.G.®) to build community, H-D Membership and connect Harley-Davidson motorcycleRiding Academy which together focus on connecting Harley-Davidson riders, around the world. These activities help inspireinspiring interest in riding, fosterfostering motorcycle culture, training new riders and buildbuilding a passionate community of Harley-Davidson riders. The COVID-19 pandemic continues to impactriders and enthusiasts around the Company's ability to participate in and sponsor certain events. The Company has resumed activities; however, it continues to modify the experience to remain compliant with COVID-19 protocols.world.

The Company'sHDMC's principal raw materials include steel and aluminum castings, forgings, steel sheet and bar. The CompanyHDMC also purchases certain motorcycle components including, but not limited to, electronic fuel injection systems, batteries, tires, seats, electrical components, instruments and wheels. The CompanyHDMC closely monitors the overall viability of its supply base. The Company isHDMC proactively workingworks with its suppliers in an effort to avoid or minimize disruptions resulting from supply chain challenges. This includes managing through the impact of the current global shortage of semiconductor chips. During 2021, these challenges, such as those that HDMC experienced during 2022, which resulted in increased costs and disruptions in the availability of certain raw materials and purchased components, which in turn impacted the Company's production, shipments and revenues.components.

HDFS 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. Harley-Davidson Financial ServicesHDFS also works with certain unaffiliated insurance companiesthird parties to provide motorcycle insurance and voluntary protection products to motorcycle owners. Harley-Davidson Financial ServicesHDFS conducts business principally in the U.S. and Canada. The Company’s dealers andof 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 Harley-Davidson Financial Services.HDFS.

In the U.S. and Canada, Harley-Davidson Financial ServicesHDFS financed 64.8%67.5% and 33.3% of new Harley-Davidson motorcycles retailed by dealers during 2021,2023, respectively, compared to 67.6%64.9% and 42.2%31.5%, respectively, during 2020.2022. 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-relatedinsurance and voluntary protection products, such as extended service contracts, Harley-Davidson Financial ServicesHDFS 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 dealers in their local markets.

Depending on the specific facts and circumstances involved, non-compliance with these laws may limit the ability of Harley-Davidson Financial ServicesHDFS 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 Harley-Davidson Financial ServicesHDFS to the payment of damages or penalties and administrative sanctions, including “cease and desist” orders, and could limit the number of loans eligible for Harley-Davidson Financial Services' securitizationHDFS'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 Harley-Davidson Financial ServicesHDFS 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 Harley-Davidson Financial Services.HDFS.

Such regulatory requirements and associated supervision also could limit the discretion of Harley-Davidson Financial ServicesHDFS 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 Harley-Davidson Financial Services,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 Harley-Davidson Financial Services.HDFS. This process allows Harley-Davidson Financial ServicesHDFS to offer retail products with many common characteristics across the U.S. and to similarly service loans to U.S. retail customers.

Based on employee-provided identity information, 71.8%70.6% of the Company’s global workforce was male and 78.4%75.7% of the U.S. workforce was white at the end of 2021.2023. 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.

AsThe Intergovernmental Panel on Climate Change and other experts continue to advise that we must act now to secure a producerlivable and sustainable future for all. Climate change caused by increased levels of heavyweight gasoline-powered motorcycles,greenhouse gases creates risks to both the Company recognizes the impactCompany's business model and its products and their production have on the environment.operations. The Company continues to strive to reduce its environmental impact across all aspects of its business and has committed to achieving net zero carbon emissions by 2050. During 2023, the Company worked toward calculating its carbon footprint at all scopes, including all relevant categories of Scope 3, in addition to the Scope 1 and Scope 2 footprints that the Company reports in its Inclusive Stakeholder Management Report. The Company aimsalso worked on a climate scenario analysis that follows the Task Force on Climate-Related Financial Disclosures framework. The climate scenario analysis will assist the Company to have interimunderstand and quantify risks and uncertainties under different hypothetical futures. The Company also worked to implement a new supplier scorecard that will enable it to better engage with its supplier network to support suppliers as they calculate their carbon footprint, set science-based targets, to get to net zero carbon emissions set by the end of 2022 that are basedand track progress, including progress on the principles of the Science Based Targets initiative to keep the earth’s temperature rise below 1.5°C and the benefits of high-quality carbon credits focused on nature and biodiversity conservation. developing less carbon-intensive material alternatives.

The Company is focusing on the following areas as it defines its path to 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 focus on supporting sustainable developments and resiliency. Regulatory developments, global climate changes

In 2022, the Company signed onto the Business Ambition for 1.5°C campaign from We Mean Business and consumer preferencesthe UN-backed Race to Zero campaign, formalizing its commitments based on the principles of the Science Based Targets initiative (SBTi) to keep the earth’s temperature rise below 1.5°C. To further understand its status and areas of opportunity, the Company also submitted responses to the CDP Climate questionnaire publicly for the first-time in 2023 and our submission can be found on the Carbon Disclosure Project (CDP) website. The Company is not including the information contained on or available through the CDP website as a part of, or incorporating such information by reference into, this Annual Report on Form 10-K. In 2024, the Company is undertaking work to prepare for compliance with the Corporate Sustainability Reporting Directive from the European Union and will impactuse the Company’s interim targets.double materiality assessment and other elements of the work to help drive performance and progress and improve disclosures. The Company intends to continue to share its progress in its annual Inclusive Stakeholder Management Report.

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 future efforts, are uncertain.

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.

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.

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 or outside their respective countries. Furthermore, many competitors headquartered outside the U.S. experience a financial benefit fromwhen there is 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 itstheir principal competitors. Additionally, the Company’s LiveWire segment is subject to strong competition in the electric vehicle sector from many companies that are at various levels of maturity, 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. 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, or suppliers may be unwilling to provide product at lower volumes. In addition, the Company’s financial services operations faceHarley-Davidson Financial Services segment 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.

prospects, financial condition and operating results. Such recalls, whether caused by systems or components engineered or manufactured by the Company, LiveWire or the suppliers of either of them, 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 of the Company or LiveWire with a resulting adverse impact on sales of new products.

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.

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 frommarket with certain of its motorcycles produced at its Thailand manufacturing facility at a reduced tariff rate were revoked. The revocation of the BOI decisions 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. (Tariff Resolution). The Tariff Resolutionagreement became effective on January 1, 20222022. In December 2023, the EU extended its tariff suspension to March 31, 2025 and will remain in effect untilthe U.S. extended its tariff suspension to December 31, 2023. During such time, the2025. The U.S. and EU will monitor and reviewcontinue negotiations on a resolution related to the operation of the Tariff Resolution, seeking to conclude the negotiationstrade conflict on steel and aluminum tariffs by the end date of the Tariff Resolution.tariffs. 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.suspensions. 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’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 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.

expenditures and/or sales restrictions. Regulations related to concerns about global climatethe electric vehicle industry and alternative energy are currently evolving and the Company’s LiveWire segment faces 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 relatedthereby 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 thatnoise required to be emitted by electric vehicles, may impact the Company’s competitors may respond to these pressures in a manner that gives them a competitive advantage. Further, if the proposed separationdesign or function of the business of LiveWire occurs, then in the near term, the LiveWire business will be focusing on electric vehicles, and thereby lead to decreased consumer appeal; (vi) changes in regulations governing the Company will not be focusing onrange and miles per gallon of gasoline equivalent calculations could lower LiveWire’s electric vehicles’ ratings, making electric vehicles beyond those offered by LiveWire. As a result,less appealing to consumers; and (vii) the separationamendment or rescission of the LiveWireCAFE standards could reduce new business will adversely affect the Company's efforts to develop electric vehicles outside ofopportunities for the LiveWire business. To the extent compliance with new regulations is cost prohibitive, the Company’s business, at least in the near term,prospects, financial condition and thatoperating results 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.be materially and adversely affected.

Violations of, or non-compliance with, relevant laws and regulations may limit the ability of Harley-Davidson Financial ServicesHDFS 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 Harley-Davidson Financial ServicesHDFS to payment of damages, civil fines, or criminal penalties and administrative sanctions and could limit the number of loans eligible for Harley-Davidson Financial Services securitizationsHDFS securitization programs. Such regulatory requirements and associated supervision also could limit the discretion of Harley-Davidson Financial ServicesHDFS 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 Harley-Davidson Financial Services,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 Harley-Davidson Financial Services,HDFS, any of which may adversely affect the business of Harley-Davidson Financial ServicesHDFS 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. The Bureau and the Federal Trade Commission (“FTC”) regularly investigate the products, services and operations of those engaged in vehicle finance activities. As a result of such investigations, both the Bureau and the FTC have announced various enforcement actions against lenders and servicers in the past few years involving significant penalties, consent orders, cease and desist orders and similar remedies that, if applicable to us or the products and services we offer, may require us to cease or alter certain business practices, which could have a material adverse effect on our results of operations, financial condition, and liquidity. 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 Harley-Davidson Financial Services’HDFS' earnings, limit its access to capital, limit the number of loans eligible for Harley-Davidson Financial ServicesHDFS securitization programs and have a material adverse effect on Harley-Davidson Financial Services’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 Harley-Davidson Financial Services,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.

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

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. 

None.

Not Applicable.

Harley-Davidson, Inc. common stock is traded on the New York Stock Exchange under the trading symbol HOG. As of January 30, 2022,31, 2024, there were 65,37562,630 shareholders of record of Harley-Davidson, Inc. common stock.

The Company’s share repurchases, which consisted of discretionary share repurchases and 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, 2021:2023:

In February 2018,2020, the Company's Board of Directors authorized the Company to repurchase up to 15.010.0 million shares of its common stock on a discretionary basis with no dollar limit or expiration date. In February 2020,August 2023, 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, 2021, 18.22023, 9.7 million shares remained under these authorizations.the 2023 authorization, as the Company exhausted all remaining shares under the 2020 authorization during the quarter ended December 31, 2023. The Company repurchased no4.1 million shares on a discretionary basis during the quarter ended December 31, 2021. The Company plans to execute discretionary share repurchases in 2022.2023.

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 repurchase authority has no expiration date but may be suspended, modified or discontinued at any time.

The amount of capital to be allocated to share repurchases is approved periodically by the Company’s Board of Directors, taking into account the Company’s expected cash flow over time. The specific number of shares repurchased, if any, and the timing of repurchases are determined by the Company management from time to time and 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 2021,2023, the Company acquired 2,0509,479 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares.

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

During 2023, a challenging economic environment, including high-interest rates, adversely impacted consumer demand for premium discretionary products as the Company continued to progress on key elements of The Company’s netHardwire strategy, including a continued focus on its most profitable products and markets.

Net income attributable to Harley-Davidson, Inc. for 20212023 was $650.0$706.6 million, or $4.19$4.87 per diluted share, compared to $1.3$741.4 million, or $0.01$4.96 per diluted share, in 2020 driven by higher2022 due to lower operating income in both the MotorcyclesHDMC and Financial Services segments.HDFS segments as well as a higher operating loss in the LiveWire segment, partially offset by higher non-operating income and a lower income tax provision on lower income before income taxes.

Motorcycles segmentHDMC operating income was $408.6$661.2 million in 20212023 compared to operating income of $677.1 million in 2022. The reduction in operating income in 2023 was due primarily to a decrease in motorcycle shipments which decreased following a decline in retail motorcycle sales. Operating income was also impacted by higher manufacturing and operating expenses and unfavorable foreign currency exchange rates which were mostly offset by the positive impact of higher prices and a more profitable motorcycle product mix as well as lower raw material costs compared to 2022.

LiveWire operating loss was $116.8 million in 2023 compared to an operating loss of $186.1$85.3 million in 2020 which was adversely impacted by the onset of the COVID-19 pandemic.2022. The improvementincrease in operating resultsloss in 20212023 was driven by a 29.8% increasedue primarily to higher operating expenses as LiveWire continued to invest in wholesale motorcycle shipments, favorable product mix, higher pricing and lower restructuring expenses which more than offset higher supply chain and tariff costs incurrednew products.

HDFS operating income was $234.7 million in 2021.

Retail sales of Harley-Davidson motorcycles declined during 2023 as high interest rates adversely impacted consumer discretionary spending and lower restructuring charges. The provision for credit losses declined primarily due to improved economic conditions and favorable retail credit loss performance.

To date, the Company continues to pursue its appeals of the revocation of the BOIsBOI 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.

The Company expects Motorcycles segmentHDMC revenue growth,to be flat to down 9% in 2024 compared to 2021, between 5% and 10%. This revenue growth guidance incorporates2023. The Company expects worldwide dealer retail unit sales of Harley-Davidson motorcycles in 2024 to be flat to up 9% compared to 2023. The Company believes dealer inventory is currently appropriately positioned; therefore, the Company's current informationexpectation is for wholesale shipments to move on a balanced basis with dealer retail unit sales in 2024 so that dealer inventory remains appropriately positioned throughout the course of the year. Therefore, the Company expects wholesale unit shipments of Harley-Davidson motorcycles in 2024 to be down between 1% and expectations10% compared to 2023. In addition, the Company's revenue expectation for 2024 assumes (i) pricing to be down slightly compared to 2023 given the elimination of the pricing surcharge in 2023 and a fine-tuned pricing strategy in 2024, especially with respect to the Company's new Touring models, (ii) the impact of supply chain challenges including semiconductor chip availability that the industry is facing. The Company expects revenuemotorcycle shipment mix to be positively impacted by global pricing actionsfavorable compared to 2023 given the Company's continued focus on core products as the Company works to offset cost headwinds across the supply chain. Furthermore, the Company expects revenue growth from parts and accessories and apparel and licensing, as it executespart of The Hardwire strategy.strategy and (iii) an adverse impact of foreign currency exchange rates in 2024.

The Company expects Motorcycles segmentHDMC operating margin as a percent of revenue of 11% to 12%.be 12.6% to 13.6% in 2024. The Company believes the anticipated positiveexpected decline in operating margin compared to 2023 will be due to (i) lower expected wholesale unit volumes compared to 2023 and the resulting negative impact fromof higher motorcycle volume, product mixcosts per unit, (ii) lower overall pricing compared to 2023 and pricing, combined with growth in revenue from higher-margin partscontinued modest supply chain inflation, and accessories and apparel, will more than offset(iii) the expected cost inflation across the supply chain. Also, the removalimpact of the additional EU tariffs is expected to contribute over a percentage point of margin growth.unfavorable foreign currency exchange rates. Finally, the Company also expects 2022 operating marginsome incremental manufacturing costs to be positively impacted by operating expense leverage, even asre-align factory processes in the Company increases investment in LiveWire.initial year of production of its new model year 2024 Touring motorcycles.

The Company expects Financial ServicesLiveWire motorcycle sales of 1,000 to 1,500 units and a LiveWire operating loss of $115 million to $125 million in 2024. This range is consistent with the 2023 operating loss while selling between 50% and 125% more motorcycle units.

The Company expects HDFS operating income to decline 20%be flat to 25%up 5% in 2024 compared to 2021. This decline is largely2023. The Company expects HDFS results to stabilize in 2024 as it compares to the higher interest rate environment that began in 2022 and with a resultmoderation in borrowing costs in 2024 based on anticipated actions of the favorableU.S. Federal Reserve. The Company also expects the average yield on the retail and wholesale finance receivable portfolios to be more in-line with the recent higher interest rate environment as the retail portfolio shifts to include a higher mix of recent loans with higher interest rates resulting in greater interest revenue. Additionally, the Company expects the credit loss allowance reductionsrate will begin to moderate in the second half of 2024 compared to the second half of 2023 as consumers adjust to the existing economic environment.

The Company has a cost productivity target to eliminate $400 million of incremental supply chain cost incurred since 2020 by 2025. The Company achieved approximately $50 million in productivity savings in 2022 and lower actual credit lossesapproximately $70 million in 2021 that are not expected to repeat2023. The Company remains focused on production efficiency, logistics network optimization and supplier cost optimization through consolidation and regionalization in 2022.

The Company expects capital investments in 2024 of between $190$225 and $220$250 million. The Company plans to continue to invest behindin product development and capability enhancement inenhancements that support of The Hardwire strategy. The Company's focus remains on core product innovation, investments in manufacturing to automate and reduce costs to improve productivity as well as planned investments for LiveWire. 

The Company's capital allocation priorities are to fund profitable growth through The Hardwire initiatives, to pay dividends, and to execute discretionary share repurchases which theon a discretionary basis. The Company plansis currently planning to dorepurchase a similar dollar amount of shares in 2022.2024 as were repurchased in 2023.

The Company reported operating income of $823.4$779.1 million in 20212023 compared to $9.7$909.3 million in 2020.2022. The MotorcyclesHDMC segment reported operating income of $408.6$661.2 million an improvement from an operating loss of $186.1compared to $677.1 million in 2020.2022. Operating loss from the LiveWire segment increased $31.5 million compared to 2022. Operating income from the Financial ServicesHDFS segment increased $219.0decreased $82.8 million compared to 2020.2022. Refer to the Motorcycles and Related ProductsHDMC Segment, LiveWire Segment and Financial ServicesHDFS Segment discussions for a more detailed analysis of the factors affecting operating results.

Other income, (expense)net in 20212023 was impacted by higher non-operating income related to the Company's defined benefit plans.plans, partially offset by a loss related to an increase in the fair value of LiveWire's warrants. Investment income decreasedincreased in 20212023 as compared to 20202022 driven by lowerhigher income from cash equivalents and investments in marketable securities.

Diluted earnings per share was $4.19$4.87 in 20212023 compared to $0.01$4.96 in 2020.2022. Diluted weighted average shares outstanding increaseddecreased from 153.9149.4 million in 20202022 to 155.0145.1 million in 2021.2023 primarily due to repurchases of common stock, which benefited diluted earnings per share.

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

Worldwide retail sales of new motorcycles were up 7.8%decreased 8.8% during 20212023 compared to 2020 when2022 driven primarily by a decline in North America.

North America retail sales were adversely impacted by macro-economic conditions and changes in product as the Company focused on more profitable models. During 2023, the Company believes high interest rates continued to impact consumer discretionary purchases. Additionally, retail sales were impacted by the onsetdiscontinuation of the COVID-19 pandemic. Retail sales during 2021 also reflected strategic decisions made as part of The Rewire.

Worldwide retail inventory of new motorcycles was downup approximately 23%50% at the end of the fourth quarter of 2023 compared to the end of 2020 and down a similar amount relative tothe fourth quarter of 2022, but remained nearly 20% lower than levels experienced at the end of the thirdfourth quarter of 2021 primarily due to strong demand,2019. The Company believes current overall dealer inventory is appropriate given the upcoming spring riding season and the recent launch of new model year 2024 motorcycles. Changes in particularretail inventory of new motorcycles are calculated based on units at the end of each quarter rather than based on an average of monthly inventory levels within the quarter.

The Company's Harley-Davidson motorcycle U.S. market share of new 601+cc motorcycles for 20212023 was 44.5%37.9%, up 2.4down 3.3 percentage points compared to 20202022 (Source: Motorcycle Industry Council). The Company's U.S. market share increased on stronger retail sales performance relative to the industry, as well as stronger performance in the Company's Grand American Touring and Cruiser segments.