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Harley-Davidson, Inc. (NYSE:HOG)

Q1 2009 Earnings Call

April 16, 2009 9:00 am ET

Executives

Amy Guiffre – Director of Investor Relations

James L. Ziemer – President and Chief Executive Officer

Thomas E. Bergmann – Chief Financial Officer

Analysts

Timothy Conder – Wells Fargo

Craig Kennison - Robert W. Baird & Co., Inc.

James Hardiman - FTN Midwest Securities Corp.

Robin Farley - UBS

Felicia Hendrix – Barclays Capital

Sharon Zackfia – William Blair

Edward Aaron - RBC Capital Markets

Operator

Welcome everyone to the first quarter 2009 earnings results for Harley-Davidson, Inc. (Operator Instructions)

I would now like to turn the call over to the Director of Investor Relations, Amy Guiffre.

Amy Guiffre

Thank you, Patrick, and good morning everyone. Welcome to Harley-Davidson’s first quarter 2009 conference call. Today, Harley-Davidson CEO, Jim Ziemer, will provide comments on our business. Harley-Davidson CFO and Interim President of Harley-Davidson Financial Services, Tom Bergmann, will share the financial results for the quarter. At the close of our prepared comments, Tom and Jim will open the call to your questions.

Before we begin, please note that this call is being web cast live on Harley-Davidson.com and will be available for replay throughout the next several weeks. It can also be accessed until April 23 by calling 706-645-9291 or 800-642-1687 in the U.S. The PIN number is 90951487#.

Our comments today will include forward-looking statements that are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters we have noted in our latest earnings release and filings with the SEC. Harley-Davidson disclaims any obligation to update information in this call.

Now I will turn the call over to the President and CEO of Harley-Davidson, Inc., Jim Ziemer.

James Ziemer

Good morning. Thank you for calling in. As you know, at the end of this month I am retiring after 40 wonderful years with Harley-Davidson. So this is my last earnings call. If I add them all up I think it comes out to something like 80 or more calls, although who is counting. In the future, I look forward to listening in online and letting someone else field your great, thoughtful questions. I know my successor, Keith Wandell, is truly excited to join Harley-Davidson and is honored to have the opportunity to lead this amazing organization. He looks forward to getting to know those of you who cover Harley-Davidson.

While I won’t take a lot of time on today’s call I do want to provide an update on a few things and also share a few perspectives. Obviously these are challenging times for Harley-Davidson as they are for most companies. While we prefer the challenges that come with managing in good times, we also have no doubt that our responsibility is to manage our company well in both good times and in times of challenge and to do so in a way that protects and enhances our Harley-Davidson brand and drives growth over the long-term.

As a management team, we have been extremely determined to make what we believe are wise choices that will best equip Harley-Davidson for long-term success. In January we announced a clear, three-part strategy to guide Harley-Davidson through this difficult recession and at the same time strengthen our operations, our market presence and our financial results for the longer term. Tom is going to update you on a number of the details so I will just refresh on the high points.

That strategy has three main thrusts. Investing in the Harley-Davidson brand, getting our cost structure right and obtaining funding to support the lending activities of HDFS. Looking at the first of these, the Harley-Davidson brand consistently ranks among the strongest of the strong. It is a unique brand that is built on personal relationships and a deep connection with customers, unmatched riding experiences and a proud history. More than anything, the unique ability of our products to fulfill the dreams of every generation that comes along.

Now that is a great asset to have during tough times. It is the single biggest reason we believe we are in better shape than so many other similar companies. Now turning to our cost structure, we have begun executing a number of changes including the planned consolidation of some of our production facilities. Our objectives are clear and straight-forward. We need to reduce excess capacity and make the necessary changes that will enable us to be more competitive for the long-term.

When it comes to funding for HDFS, we continue to work on putting that in place. As Tom will spotlight in greater detail, we believe we are well on the way to provide for HDFS’ needs. HDFS fills an important role in retail motorcycle sales and dealer wholesale credit especially in the current environment.

Now let’s turn for a minute to our leadership transition. My successor, Keith Wandell, brings an abundance of experience that I am sure will serve this great company going forward as Harley-Davidson continues to expand its global reach and achieve operational and organizational excellence at every level. I know his values are closely aligned with the things that Harley-Davidson values. I will be working closely with Keith to assure a seamless transition. Keith is fortunate to be joined by the richly talented leadership team that is in place at Harley-Davidson and by all of our great employees and our outstanding dealer network and their suppliers who know this organization so well. I want to acknowledge and thank each and every member of the Harley-Davidson family for everything you do for this company. It is a passion and the commitment of all our stakeholders that make Harley-Davidson a very special company.

I will be back for the Q&A later in the call. For now, I will leave you with one last thought. That thought is completely personal. Leading this company has been a true privilege both when times were booming and in times of adversity. I am very proud of what our team has accomplished during my time at the company. As you think about where this company will be in the next 40 years I have great conviction that Harley-Davidson will emerge from these challenging economic times in a stronger position to take advantage of the opportunities that lay ahead.

With that, I’ll turn it over to Tom.

Thomas Bergmann

Thank you Jim. Good morning everyone. As we exit the first quarter there is a lot of activity at Harley-Davidson. We continue to proactively strengthen our brand value and our premium positioning. Our national Screw It, Let’s Ride; Ride Free and Super Ride efforts continue to generate a lot of thought and reinforce the core values and strength of our brand. This year, our dealers have trained nearly 5,000 people to ride motorcycles through our Riders Edge New Rider Course which is up over last year.

A few weeks ago, our Young Adult Outreach Team rode into Austin’s South by Southwest Music Festival where they created an impromptu hang out dubbed The Golden Horse Saloon. The spotlight was on the new 883 Iron Dark Custom and they made thousands of live impressions and even more on Facebook, MySpace and Twitter during the three-day festival. There is no doubt that the Harley-Davidson experience is alive in the marketplace with customers of all ages.

In terms of the brand and the overall business, we continue to be focused on the long-term while we manage through the current economic environment. We are making progress towards restructuring our business and reducing our fixed cost structure. As promised, I will provide an update on the progress of the restructuring activities in just a few minutes.

First, I will review the first quarter 2009 results for the motorcycles and related products segment. I will start by looking at our dealers’ retail sales. On a worldwide basis, retail sales of Harley-Davidson motorcycles by our dealers were down 12% compared to a year ago. In the U.S., first quarter 2009 retail sales of new Harley-Davidson motorcycles decreased 9.7% compared to the same period in 2008. In last year’s first quarter, U.S. retail sales decreased 12.8% compared to the prior year.

As Jim mentioned in the press release we are mildly encouraged by the slower rate of retail sales decline relative to the prior two quarters but we do remain cautious. Overall the U.S. 651+ cc motorcycle market decreased 22.3% in the first quarter. Harley-Davidson’s market share increased to 57.8% during the first quarter, an increase of over 8 percentage points over last year’s 49.6% market share during the first quarter.

This year’s first quarter international retail sales were down 17.2% compared to last year’s first quarter when our international dealers’ first quarter retail sales were up 16.8%. We continue to expect tough economic conditions globally and therefore we continue to expect a decline in overall international retail sales for the full year.

During the quarter, the Europe region was down 17.4%. Clearly many European countries are experiencing the same economic challenges as many other parts of the world compounded by the late arrival of good weather in some European countries. However, we did see retail sales trends improve in late March compared to the first two months of the year.

The Latin America region was down 26.3% or 488 units versus the same period last year. However, the region was up over 50% in the first quarter of 2008. One key driver of the retail sales decline was the significant weakness of the Brazilian and Mexican currencies versus the U.S. dollar.

Canada was down 30.4% or 816 units as the country is also experiencing a softening of the overall economy particularly in the regions that support the automotive industry and the oil producing regions as well as the impact of higher local retail pricing.

The Asia Pacific region was down 7.2% or 382 units compared to the first quarter of 2008 primarily driven by challenging economic conditions negatively impacting customer traffic at dealerships in Japan. As stated in the release this morning, we shipped 74,670 Harley-Davidson motorcycles worldwide during the first quarter and anticipate shipping between 55,000 to 59,000 units in the second quarter of 2009. This is approximately 21,300 to 25,300 fewer units than the second quarter of 2008 as we continue to implement the overall 10-13% shipment reduction versus last year.

We continue to expect to ship between 254,000 and 273,000 Harley-Davidson motorcycles for the full year 2009.

Now let’s take a look at motorcycle family shipment mix in the first quarter. Touring was 34.8% compared to 36.7%. Custom, representing our Soft Tail, Dyna and VRSV motorcycles was 42.7% compared to 40.5%. Sportster motorcycles were 22.5% of the total shipment mix for the first quarter of 2009 compared to 22.8% during the first quarter last year.

Turning to first quarter financials for the motorcycle and related products segment, revenue from Harley-Davidson motorcycles was $1.01 billion, down 0.3% from the first quarter of 2008. This decrease was primarily the result of the negative impact of foreign currency exchange rates and an unfavorable product mix resulting in a decrease in average revenue per unit of $565.

Revenue from parts and accessories was $169.8 million for the quarter or a decrease of 6.7% from the year-ago quarter. This decline is primarily attributable to the decrease in accessory sales which are generally correlated to new motorcycle retail sales. Parts sales continued to be steady and were flat compared to last year’s first quarter. General merchandise revenue for the quarter was $75.2 million, a decrease of 10.5% or $8.8 million.

Taking a look at margins, gross margin in the quarter was 36.9% of revenue, up from 36.4% in the first quarter of 2008. One primary driver of this increase in margin was favorable raw material prices compared to last year’s first quarter. Operating margin for the first quarter 2009 was 17.7%, down from 20% during the first quarter of 2008. This decrease was primarily driven by the negative impact of $34.9 million in pre-tax restructuring charges. We continue to expect gross margins to be between 30.5% and 31.5% for 2009 which compares to 34.5% for the full year of 2008. The decrease is primarily due to an expected unfavorable shipment mix versus 2008, the allocation of fixed cost over fewer units and expected unfavorable foreign currency exchange rates versus 2008.

Now I will provide an update on our planned restructuring and volume reduction activities. Overall, we are making good progress. In January we initially estimated that the planned unit volume reduction and restructuring activities would result in the elimination of about 800 hourly production jobs during 2009 and 2010. After further development and refinement of development and restructuring plans we now expect approximately 300 to 400 additional production jobs will be eliminated over the next two years.

Regarding cost, we now expect costs associated with the restructuring activity to be approximately $120-150 million over the next two years compared to our original estimate of $110-140 million. Of these charges, we continue to expect that approximately 75% will be cash. We now expect to incur between $90-110 million of these costs in 2009 including the $34.9 million incurred in the first quarter of this year. The remaining restructuring costs between $30-40 million are expected to be incurred in 2010.

We are also increasing our range of expected savings and now estimate ongoing annual savings of approximately $70-80 million upon completion of the volume reduction and restructuring actions with 2009 savings estimated to be between $20-25 million and 2010 savings estimated to be between $40-55 million. We will continue to provide quarterly updates as we implement the volume reduction and restructuring activities.

Let’s move on to Harley-Davidson Financial Services segment results for the first quarter.

As the Interim President of HDFS, I am pleased with the progress we continue to make in the operations of the business. I, along with the strong HDFS leadership team and dedicated employees, remain focused on our 2009 priorities which are: To obtain the required funding, continue to make appropriate underwriting enhancements and improve our selection operations while continuing to support the Harley-Davidson Dealer Network.

During the first quarter, Harley-Davidson Financial Services reported operating income of $11.2 million, a decrease of $23.7 million compared to operating income of $34.9 million during the year-ago quarter. This decrease was primarily due to write down’s of retained securitization interest in financed receivables held for sale. The quarterly discounted cash flow analysis used to value the held for sale portfolio resulted in a fair value lower than the carrying value and therefore required an $8.6 million write down. This was primarily due to higher projected credit loss assumptions partially offset by an improvement in the interest rate environment.

Our quarterly review and evaluation of the assumptions used to value the retained securitization interest pool resulted in a $17.1 million write down this quarter also due to higher projected credit loss assumptions. During the first quarter HDFS originated $476 million in retail motorcycle loans compared to $580 million in the first quarter of 2008. HDFS’ U.S. retail market share of new Harley-Davidson motorcycles sold was 46.9% compared to 51.4% in the first quarter of 2008. This decrease in market share highlights that Harley-Davidson motorcycle retail financing continues to be a competitive market place in many regions of the United States.

Throughout the first quarter of 2009 we continued to take actions to adjust our underwriting standards and collection practices to mitigate the impact of a deteriorating U.S. economy on the loan portfolio. In January we implemented additional underwriting changes including increased down payments in certain credit tiers and more conservative loan-to-value requirements. The results of previous underwriting enhancements and improvements in collection activities are beginning to show in our performance.

In terms of credit performance, the 30+ day delinquency rate for managed retail motorcycle loans increased just 11 basis points to 4.89% at the end of the first quarter 2009 compared to 4.78% at the end of the first quarter of 2008. Relative to other consumer finance portfolios we continue to perform well due to the loyalty of our customers and the improvements made to underwriting and collection activities.

Annualized credit losses on managed retail motorcycle loans were 3.41% for the first quarter of 2009 compared to 2.71% for the same period in 2008, a 70 basis point increase. The year-over-year increase in losses was driven by higher frequency of loss and a higher average loss per motorcycle as we saw a decline in recovery values during the first quarter. However, we have seen some improvement in auction prices during the last few weeks. Notwithstanding, the actions and improvements we made to our underwriting and portfolio management activities, we continue to expect higher retail credit losses throughout this year due to a challenging consumer environment and rising unemployment in the United States.

We will continue to evaluate our underwriting criteria to balance the availability of credit with the appropriate returns on the portfolio. As you have just heard, there is a lot of activity at HDFS and the management team is doing a great job working through all of it while staying focused on our objectives. I am pleased to announce a new member of the management team, Steve Cunningham. Steve joins us as the new CFO of HDFS. Prior to coming to HDFS he spent eight years at Capital One Financial Corporation, most recently as CFO for the auto finance business.

I would also like to take a moment to thank Harley-Davidson’s Treasurer, Perry Glassgow, for serving as the Acting CFO of HDFS.

I will now provide an update on HDFS funding. As stated on January 23 we expected a funding need of $1 billion during 2009. I also said we needed to address the $500 million asset backed conduit facility which was set to expire on March 31, 2009. In addition, during 2009 we also need to address the $950 million 364 day credit facility which expires in July of this year. I am pleased that we have made very good progress during the first quarter in all of these areas.

As I said in January, one of our preferred funding paths was to seek funding through the unsecured debt market. We accomplished this in February when we completed a $600 million unsecured debt transaction. We will continue to carefully monitor the unsecured debt market for additional opportunities. In March, we extended the term of the $500 million asset backed conduit facility. The conduit now expires in March 2010. We are currently working with several of our banking partners in an effort to increase the size of this conduit facility over the next few weeks.

At the same time we are working towards renewing a substantial portion of the $950 million 364 day credit facility as we balance our funding requirements between the conduit and unsecured bank credit markets. We also intend to attempt to access the term asset backed securitization market in the second quarter. We expect this transaction will be eligible for the Federal Reserve Bank’s TALF program. In addition to the capital market financing alternatives we have also taken other actions to meet our funding needs.

In February the Harley-Davidson Board approved a reduction of our dividend from $0.33 to $0.10 which provided about $54 million of cash savings in the first quarter. We are also focused on improving the company’s overall operating cash flow by improving our management of working capital and reducing capital expenditures which I will talk about in a moment.

These actions, combined with the $600 million unsecured debt transaction put us squarely on track to obtain the $1 billion funding needs for 2009 which I referenced in January. The potential increase in the asset backed conduit and renewal of a substantial portion of the 364 day credit facility would exceed our total 2009 funding needs and begin to fund 2010’s liquidity needs.

So to wrap up my HDFS comments, we are working aggressively to obtain additional funding and actively managing the loan portfolio in a challenging environment. I expect 2009 to continue to be a tough year but believe we have got a strong team in place and are taking the appropriate steps to manage through it.

Now here is our remaining Harley-Davidson, Inc. consolidated financial results. Cash and marketable securities at the end of the first quarter totaled $899.3 million as of March 29, 2009 compared to $333.2 million last year. Cash used by operations was $244.6 million. This compares to $146.8 million of cash provided by operations in the first quarter of 2008. This decrease is primarily driven by two factors; first, outstanding wholesale receivables were higher this quarter versus last year as we extended the winter financing support program from mid-March to the end of April. Second, we did not complete a securitization transaction during the first quarter this year versus a $540 million securitization transaction completed during the first quarter of last year.

For the first quarter of 2009 depreciation was $56.2 million. As I mentioned, we are working to reduce costs and capital expenditures. As a result, capital expenditures were $22.9 million, down 47% compared to the first quarter of 2008. For the full year of 2009 we now expect capital expenditures in the range of $170-200 million including restructuring capital expenditures of $20-30 million in 2009. In aggregate, this is a $20 million reduction from our previous capital expenditure guidance.

Our first quarter effective income tax rate was 47.6% compared to 36% in the same quarter last year. This increase was due to an unanticipated change in Wisconsin tax law which resulted in the establishment of a valuation allowance of $22.5 million related to net operating loss carry forwards as well as tax implications of MV Agusta. We expect our full year effective income tax rate to be approximately 43%.

All in all, net income was $117.3 million in the first quarter, down 37.4% from the same period last year. Diluted earnings per share for the first quarter were $0.50, a decrease of 36.7% from the year-ago period. So to wrap it up, at the beginning of the call Jim reiterated the three areas of focus to manage through the current economic environment. During the first quarter we continued to strengthen the Harley-Davidson brand and have made good progress towards improving our cost structure and obtaining the necessary funding for HDFS. We will continue to focus on managing through these turbulent times and are confident we will emerge even stronger.

Now before we go to questions, I would just like to take a moment and personally recognize Jim’s amazing journey here at Harley-Davidson. To go from elevator operator to CEO is truly unbelievable. Jim’s integrity, strong values and love and passion for motorcycling and this company [inaudible] and is evidenced by his strong support among the employees here. He will be missed by many. Thank you Jim. I have truly enjoyed working beside you over the past three years. Thank you.

James Ziemer

Thanks Tom. That’s not in the script.

Thomas Bergmann

No, I went a little off script but it is very well deserved. With that, can we turn it over to questions?

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Timothy Conder – Wells Fargo.

Timothy Conder – Wells Fargo

Jim, enjoy the retirement. It is well deserved and thanks for the job done over the years. A couple of questions gentlemen. Tom could you maybe give us a little more clarity given the reserves you took in the first quarter for HDFS what are your assumptions for credit losses that you now have built into the reserves for the year? Then, also a clarification on used pricing. If I heard your commentary right on HDFS you said that a little bit higher loss rate and then you mentioned something about recent auctions have been stabilizing. So you are basically saying in the first quarter you did see some erosion in used pricing but that is stabilizing?

Thomas Bergmann

First, on credit losses for 2009 as we took another look at the year and what is happening in the U.S. economy with unemployment we did increase our credit loss assumptions both for our held for sale portfolio as well as for our retained interest. Obviously that resulted in the write down for the quarter. Based on what we know today and based on what we see in the environment we thought it was prudent to take up those credit loss assumptions for the rest of the year. Regarding the used prices, we did see a decline in recovered values during the first quarter and auction prices went down. Some of that can be attributed to tighter dealer cash flows and less auction involvement during the winter months but we have seen in the last few weeks better results at our auctions. We have also done a lot of work to increase the number of auction sites and how we prepare the bikes for auction as well as doing online auction processing. So I think a combination of now that we are into riding season and the actions we are taking to improve our auction results we are starting to see a recovery in recovery values.

Timothy Conder – Wells Fargo

So on that process does the Trade In/Trade Up program we heard from several dealers that was pretty successful but they potentially some of them even got a little heavy on used sportster inventory. Did that factor into the first quarter pricing in any way?

Thomas Bergmann

No, I don’t really think it had an impact during the first quarter here. You are referring to the Ride Free program which we are very happy with the results of that during the quarter. I don’t think that really impacted it during the first quarter here.

Timothy Conder – Wells Fargo

Again, in your reserves on the credit losses do you feel pretty comfortable now that you have taken a pretty conservative stance with regard to the balance of the year given what you are seeing in the broad economy at this point?

Thomas Bergmann

Yes, every quarter we go through it and a lot develops during the quarter so we take a look at all the latest economic forecasts as well as our own credit models and based on what we know today, based on our own model I feel very good we made a good estimate for the rest of 2009. We will have to wait and see how the rest of the year plays out. So as you know, we have got tough headwinds with consumer confidence and unemployment but on the flip side you can see our portfolio is performing quite well in this environment as we have seen the seasonal decline in delinquencies that we see every spring and as well only to have an 11 basis point increase year-over-year I think says a lot about the performance of the portfolio. So I think we are doing a lot of right things but a lot of tough headwinds right now in the economy.

James Ziemer

We have always been very conservative as we looked at these reserves. There are a lot of dynamics obviously as Tom mentioned with consumer confidence and the economy. At the same time, Harley-Davidson is doing quite well considering all the economic headwinds. Our retail sales in the U.S. were down 9.7. Total industry was down 22%. If you take Harley-Davidson out of that industry in comparison the industry was down 35%. So I think that helps too in managing the resale of repossessed motorcycles.

Timothy Conder – Wells Fargo

Your tact with controlling inventories has been very good. Lastly, gross margins with guidance does that include or exclude the restructuring and the incremental restructuring is that built in as part of your union contract or was that something outside of the union contract, personnel adjustments that are provided for in the union contract?

Thomas Bergmann

The restructuring costs are outside of the gross margin line so it would have no impact there. The additional headcount action is really just a result as we have spent the last three months and our manufacturing teams have gone back and looked at ways to take volume out and implement the restructuring activities it really became more efficient ways to do it and it ended up with a revised number.

Operator

The next question comes from Craig Kennison - Robert W. Baird & Co., Inc.

Craig Kennison - Robert W. Baird & Co., Inc.

Jim let me also congratulate you on an incredible 40-year run. Best wishes to you. On the TALF program can you give us an idea of what the appetite is for a deal? Is there a market for a non-TALF securitization?

Thomas Bergmann

As I have said, we are getting ready to prepare and we expect in the second quarter to come into the term asset backed market. The market has opened up, as you know with a few transactions being done. Based on our discussion with our underwriters and different potential investors we do think there is demand out there for a Harley-Davidson asset backed transaction. We think the best chances of success are making it a TALF eligible transaction. When we go-to-market we will see where the market it and where investor demand and appetite is but we want to make it TALF eligible and then that way we can both get non-TALF as well as TALF investors into the transaction.

Craig Kennison - Robert W. Baird & Co., Inc.

Do you have a sense of the size of the transaction and the potential cost of debt?

Thomas Bergmann

Not at this point. We are looking at a lot of alternatives and how to structure the transaction. A lot of it is going to depend over the next month or two how the TALF market develops and how the asset backed market develops. So at this point in time I am reluctant to give you a particular size or cost of funding on the transaction.

Craig Kennison - Robert W. Baird & Co., Inc.

You borrowed about $600 million from Berkshire and Davis at 15%. We calculate your blended cost of that closer to 7%. Where do you see the blended cost of that heading in the next 12-24 months and then how does that influence your outlook for HDFS?

Thomas Bergmann

As you pointed out, right you have to look at the blended cost of debt on the overall liability side of the business. As we look forward there is no doubt the capital markets have changed and it is getting more difficult to get competitive financing out there. But we are spending a lot of time, as you know, getting the funding lined up and doing it in a cost effective way. So a lot of our cost of funding from here really is just going to depend on how the capital markets evolve over the next 12 month time period. I think there is no doubt that is going to be one of our major challenges going forward, obtaining cost effective funding and that is going to force us to look at all the different things we do in HDFS and how we run the business to make sure we can offset any higher costs of funding and still get acceptable returns in the business. So it is clearly going to be a challenge for us going forward. I think will we go back to historical cost of financing rates that we experienced in the last 5-10 years? It will probably be some time before the market goes there. Should it get better than what we have experienced here in the last six months or so? Yes, we do think it will get better. So a lot is going to depend on market development here over the next year.

Craig Kennison - Robert W. Baird & Co., Inc.

Finally, Jim now that the CEO search has concluded what characteristics was the Board looking for in the ideal candidate?

James Ziemer

Obviously they were looking for a great track record of global success in the global market place, great leadership ability and focus and I think Keith Wandell fills that. He comes from Johnson Controls, a great and successful company. He has been there for 21 years and certainly was a driving force in their success as kind of the number two person over there. So we are fortunate in both his experience and his abilities that he comes to Harley-Davidson to make sure we take advantage of all the opportunities we have in front of us.

Operator

The next question comes from James Hardiman - FTN Midwest Securities Corp.

James Hardiman - FTN Midwest Securities Corp.

Congrats to Jim and best of luck in your future endeavors. First let’s start with HDFS. I don’t want to par force too much but I just want to make sure we are all on the same page. The $1 billion of need for 2009 that hasn’t changed. You got $600 million of that from the bond. I’m not sure how you are counting the dividend whether that is $0.50 for just a quarter or $200 million but I just wanted to focus on the statement you made that the upsizing you expect from the asset backed facility in conjunction with the re-upping of the commercial paper, which I am assuming if that is anything less than $950 will actually be a negative number, but I think you said combined those two would get you to that $1 billion. I just wanted to make sure I am looking at that the right way. Basically you are saying that the upsizing minus anything short of $950 will get you the rest of the way which I am assuming somewhere between $200-350 depending on how you count the dividend. Am I looking at that the right way?

Thomas Bergmann

Let me try to clarify it or make sure we all are on the same page. We do have $1 billion in funding need that I stated on the January 23 call. We did the $600 million unsecured debt transaction in February. We reduced our dividend. So in the first quarter we saved approximately $50 million on that dividend reduction. Depending on what assumptions you make going forward on the dividend you will also have additional cash savings for the rest of the year on the dividend. So we are well towards just with those two actions alone getting towards the $1 billion funding need. If I look at the asset backed conduit facility and the unsecured bank facility and look at the two of them together I expect when we increase the size of the conduit facility and also renew a substantial portion of the 364 day facility the two of those combined will be greater than the $950 million bank facility we have today and the $500 million we have outstanding. So when you look at the combination of those two combined that will give us an increased amount of credit availability.

James Hardiman - FTN Midwest Securities Corp.

It will get you over the $1 billion finish line is basically what you are saying?

Thomas Bergmann

Right.

James Hardiman - FTN Midwest Securities Corp.

I guess the question is are you using…obviously we have our own assumptions but are you using sort of $50 million in savings for the dividend or are you using $200 million to get to that assumption of across the $1 billion I guess is the way to put that.

Thomas Bergmann

I’m just looking at what our current dividend rate is relative to last year and counting that as savings going forward.

James Hardiman - FTN Midwest Securities Corp.

For the full year. I mean the assumption is the dividend isn’t coming back this year. In terms of your second quarter guidance, if retail is anything like it was in the first quarter your shipment guidance seems to suggest a pretty significant inventory draw down. Is there some reason to think that second quarter is going to be worse than the first quarter from a retail perspective? Conversely do you feel like you need to really draw down inventory pretty meaningfully or is it just an issue of being especially cautious?

James Ziemer

It is kind of all those things. Number one is that as I compare the two years I look at the second quarter of 2009 versus 2008 there is a change in when we ended the current model year and opened up the new model year. We don’t ship out the new model year, 2010 in the case of this year until we have a dealer meeting in July. So that has an impact. Some of the reduction we are doing this year a lot of that happens with shut down days that occur in June just before the new model of the year. So it has a greater impact in the second quarter than any other quarter. Then there is no doubt that we are again taking a very conservative approach to the year in drawing down total dealer inventories for the year and that has an impact for the second quarter. A lot of things. In particular the cut off on the model year and in particular the reduction of shipments for the year during the second quarter.

James Hardiman - FTN Midwest Securities Corp.

Finally, the market share increase I think you said was 8% year-over-year. That is an unbelievable number. Great job on that. I guess, what is driving that? I know you talked about last year Honda dumping a lot of low price product on the market but I think that was more of a second quarter or third quarter item which in theory should be a tailwind for you this year given the fact that Honda is no longer doing that and if anything is raising their prices. What drove the market share in the first quarter and how should we think about that going forward?

James Ziemer

I think some of the market share gain was a lot of the lackluster performance of the competition. Again, the competition if you look at the competition by itself their retail sales are down 35% to get to that total industry down 22%. Part of that was, as you point out, some of it was as they aggressively were pricing their prior year product and it is all competition. Honda obviously a big factor in that because they are number two in market share but they were aggressively pricing prior year product really for the first nine months last year. More aggressively in the second quarter as you point out but it still occurred in the first quarter. Again, we are going to do better because of our great brand than the competition. We are going to go down. Consumer confidence, access to capital effects everybody but it effects commodities a lot more than it does great brands. So I think our strong brand offset by the fact that they were extremely aggressive in pricing last year are two combinations of why there is such a big increase in our market share for the first quarter.

Operator

The next question comes from Robin Farley – UBS.

Robin Farley - UBS

It looks like a lot of the out performance in Q1 was much better margins than were generally expected yet your full year margin guidance is unchanged and is lower than that. You mentioned in Q1 lower steel prices but I guess why would we not see better margins for the full year than given the out performance in Q1?

Thomas Bergmann

As I said on the call, we did have a good first quarter around our gross margin performance but if we still look out to the rest of the year we do have significant volume coming out which is going to impact the allocation of our fixed costs over those fewer units. As we also look at shipment mix for the full year we also expect that to have a negative impact and we don’t know where the dollar is going to be relative to the other currencies but based on our forecast we also expect exchange rates to be negative for the remainder of the year. We are pleased with the performance here in the first quarter but we still think due to those three items our gross margin guidance is appropriate at this time.

Robin Farley - UBS

I was wondering if you could clarify Q2 will there be the same number of shut down days versus the prior year? Can you give me also in terms of the new model year the shipment start date which I know you said is July but at the start of Q3 it can impact Q2. Can you just clarify that?

James Ziemer

The total number of shut down days because it is different plant by plant and that is driven by model and everything else. The number of shut down days as a direct answer to your question is significantly different, higher in 2009’s second quarter than it was in 2008’s second quarter. Again, like I said the new model cut off is different this year. It occurs at an earlier date and therefore there may be some production occurring but those units would not be shipped until the introduction of those 2010 model year in July.

Robin Farley - UBS

Is it a week or two weeks? How different is the new model year start date?

Thomas Bergmann

It is a few production days earlier. You know Robin it is very prudent for us to leave the old model year and start producing the new model year to make sure we manage the appropriate amount of prior model year inventory. So we are moving it up slightly in order to make sure we get that cut off at the right time and start preparing for launch on the new model year in July.

Robin Farley - UBS

My last question is in terms of the TALF funding I guess it is a two part question. One, can you talk about how you think the first and second round of TALF funding…has that been in line with your expectations or better or worse in terms of what you think the implications are for Harley? Also, when you outlined your financing needs it sounds like you were saying that maybe you feel like your liquidity is fine for the rest of the year even if you don’t do TALF securitization but I don’t want to put words in your mouth.

Thomas Bergmann

Yes. First, our perspective on the TALF market I think we are very pleased that the program has started and investors have started using it. Although I think it has been utilized less than initially expected and the utilization has been slower. I think the fact that it is up and running and investors are starting to use it and issuers are participating is a very good sign. I think as the market will continue to get more efficient as we go forward. I think it will also have the residual effect of just opening up the overall asset backed market and getting investor demand even for non-TALF transactions much higher in the market place. Overall we think it is a very good thing and it should start stimulating better demand for overall term asset backed securitization.

Robin Farley - UBS

In terms of your liquidity position even if you don’t do a TALF transaction?

Thomas Bergmann

We can still meet the $1 billion need just with the activity that I outlined on the call. Clearly we would like to access the asset backed markets even with or without a TALF transaction in order to start working on our 2010 funding needs.

Operator

The next question comes from Felicia Hendrix – Barclays Capital.

Felicia Hendrix – Barclays Capital

Also Jim I wanted to just wish you luck with the next chapter of your life. Please promise us you are not going to listen to future conference calls. Please.

James Ziemer

No promises made. I will have some withdrawals if I don’t.

Thomas Bergmann

He’ll be calling me afterwards I’m sure.

Felicia Hendrix – Barclays Capital

Telling you everything you did wrong, right? Just a couple of quick questions. One is I just wanted to tag on to TALF. You mentioned you would like to access it also to help for your funding issues for 2010. Should we assume you will start out 2010 with a similar liquidity need as you started out with in 2009?

Thomas Bergmann

It is really difficult to estimate a really solid number for 2010 funding needs now just giving the uncertainty around the level of securitizations we will do this year and so forth. It is hard for me to give you a good solid answer right now around that. Clearly we know we will have some funding need under some reasonable volume assumption and reasonable market share assumption for HDFS. I can’t give you a good number now other than to say we want to start chipping away at it.

Felicia Hendrix – Barclays Capital

Just to switch gears I’m wondering is there any way you can parse out how much your Ride for Free promotion in the quarter drove some of your relatively strong sales performance in the quarter?

James Ziemer

There is no doubt we believe the Ride Free promotion was a tremendous success. There were two parts to that promotion. One was urging people to come in and buy a sportster. Number two, people to come in with their prior owned sportster and trade in on a big twin motorcycle. We think it was a success. We are not going to give out the numbers on this program but at the same time if I were to pull every single one of those bikes out of our retail sales we still would have gained market share. We still would have performed better than the market. We think it was a great program and we believe our success in the quarter and in gaining retail sales and market share were driven by a combination of the program as well as our great brand.

Felicia Hendrix – Barclays Capital

On that can you just talk a little more on the Super Ride program and if you are going to have any other kind of [inaudible] promotions planned for this year?

Thomas Bergmann

Well our marketing group is always looking at a lot of activity for the year. For now let’s focus on the Super Ride program. We are excited about this program because it is a national demo program and we don’t think anyone has ever really done this to this extent before in the industry. The program really lets any consumer walk into a dealership and pick a motorcycle off the floor and take it for a demo ride. We know from our past experience demo rides are one of our best conversion tools for riders. We are really excited about it. We rolled it out here at the beginning of April. It also involves an element of incentive compensation to the dealer sales person in order for him or her to get a consumer on a motorcycle. If they are able to do that and collect the consumer information we are able to also incentivize the sales person to get people on motorcycles, again and get them out on the road. Once you experience it we find they come back with smiles on their faces and are ready to purchase it. I think it is going to be a great program. We just kicked it off so it is too early to tell the early results of it. But we will wait and see.

Felicia Hendrix – Barclays Capital

Quickly, moving to your international business March certainly did show improvement but the market is still lagging the U.S. and for the first time you are seeing some significantly higher inventory build there. I’m just wondering if you are implementing any kind of programs or promotional programs there to drive sales growth.

James Ziemer

We continue to monitor those markets and each market is certainly different. Part of our reduction in production days in the second quarter will be to make sure we stay ahead of not building inventory in these markets. So we are adjusting our levels of production to kind of match what we currently see going on a market-by-market basis. Like you said, the March activity was a little stronger than we saw earlier year-to-date but we are monitoring each market by itself.

Felicia Hendrix – Barclays Capital

Can you tell us how April is looking so far?

James Ziemer

We wouldn’t give a mid-quarter update but like I said March finished stronger than January and February did.

Operator

The next question comes from Sharon Zackfia – William Blair.

Sharon Zackfia – William Blair

I was just wondering if you could quantify the currency penalty in the quarter. I think in the past you have given the impact to operating income.

Thomas Bergmann

The impact on revenue was a negative $47 million about and from an operating EBIT standpoint it was about neutral.

Operator

The final question comes from the line of Edward Aaron - RBC Capital Markets.

Edward Aaron - RBC Capital Markets

Jim congratulations and good luck. On the gross margin can you help me reconcile the sequential improvement that you had? Because the actual shipment number was similar to Q4 if not, I think, maybe even a little bit lower and there was some significant sequential improvement in the gross margin. Then within that were there any changes to the accrual that you made for the trade up promotion in Q4?

Thomas Bergmann

Gross margin is a slight improvement. A little bit of it was volume but again the bulk of it was raw material prices. There were some other plusses and minuses in there with mix and other factors. On the accrual for the Ride Free program we reversed just a couple or few million of it so we were pretty close with our initial estimate.

Edward Aaron - RBC Capital Markets

Around mix at the retail level in the first quarter you talked about negative mix shift this year. It didn’t seem apparent to us from our checks that you really had a lot of negative mix shift at the dealer level in the quarter but there is obviously some seasonality there and you had that promotion so it is hard to…could use some help peeling back the onion on that.

Thomas Bergmann

Mix for the full year, as you look at it as I have always said you really can’t just look at one quarter because there is a lot that goes on in the manufacturing environment and the different order and phases and with the supply base and so forth. So be careful in looking at one quarter. As we look for the full year we continue to see in this economic environment that we think there is a more value conscious consumer out there and that would drive demand for different models in our product line up. So year-over-year again when we look at total mix we think it is going to be fairly unfavorable for us.

Thank you for your time this morning. I appreciate your interest and for listening in and for your investing in Harley-Davidson. With that I will turn it back over to Amy for some final logistics.

Amy Guiffre

Thanks Tom. If you would like to listen to a replay of this conference call 706-6745-9291 and enter pin 90951487# until April 23. Or access the conference at HarleyDavidson.com. If you have any questions please contact Harley Davidson’s Office of Investor Relations at 414-343-8002. Thanks and have a great day.

James Ziemer

Thanks everybody for your well wishes.

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Source: Harley-Davidson, Inc. Q1 2009 Earnings Call Transcript
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