SEC Comment Letter for HARLEY-DAVIDSON, INC. (HOG) (CIK 0000793952) (HOG) — Aug 12, 2009
HARLEY-DAVIDSON, INC. (HOG) (CIK 0000793952)
Date: Aug. 12, 2009 · CIK: 0000793952 · Accession: 0000000000-09-044109
AI Filing Summary & Sentiment
File numbers found in text: 001-09183
Referenced dates: June 19, 2009
Letter
Mail Stop 3561 August 12, 2009 Via U.S. Mail and Facsimile Thomas Bergmann Chief Financial Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 RE: Harley-Davidson, Inc. Form 10-K for the fiscal year ended December 31, 2008 Schedule 14A 8-K/A filed on July 16, 2009 File No. 001-09183
Dear Mr. Bergmann: We have reviewed your response letter dated June 19, 2009 and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this information, we may raise additional comments. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers lis ted at the end of this letter.
Thomas Bergmann Harley-Davidson, Inc. Page 2
Form 8-K/A filed on July 16, 2009 Exhibit 99.1
1. We note your disclosure that your ear nings were affected by a one-time reclassification of finance receivables from held-for-sale to held-for-investment and the related $72.7 million provision to es tablish the related initial credit loss allowance. In light of the accounting model for loans held-for-sale under SOP 01- 6 (lower of cost or fair value) ve rsus the accounting m odel for held-for- investment receivables (incurred loss mode l with a related allowance for finance credit losses recorded) it is unclear to us what is meant by the establishment of the "initial credit loss allowance.” Furt hermore, given the different accounting models (fair value, which would consider expected credit losses versus incurred loss model), it is unclear why credit lo sses would be so much higher upon the reclassification. Please clarify your disclosure, and confirm that you had been recording the finance receivables at the lower of cost or market prior to the reclassification. As part of your response, please tell us the par amount of the finance receivables transferred to held-f or-investment and tell us the valuation allowance recorded on the r eceivables prior to the recl assification and recording of the additional credit losses. Finally, please fully explain why the carrying amount of the respective fina nce receivables prior to reclassification was less than fair value, specifically addressing why the 18% discount rate us ed in your fair- value cash flow model on 6/28/09 did not lead to a LOCOM value of less than 100% of your cost basis.
Schedule 14A
Use of Consultants and Other Advisors, page 47
2. We note your response to prior comment 4, confirming your use of the survey data for benchmarking purposes. As previously requested, the companies in those surveys should be disclosed. Note that some other registrants are including long lists of companies in an appendix to the proxy statement. Accordingly, please confirm that you will list all companies against which you benchmark in future filings. Refer to Compliance and Disclosure Interpretation 118.05 to Regulation S-K.
Corporate STIP & Motor Company STIP, page 51
3. We note your use of the non-GAAP measure of EBIT but are unable to locate neither the comparable GAAP measure nearby nor an explanation of why you choose to use the non-GAAP measure instead of the GAAP measure. Please
Thomas Bergmann Harley-Davidson, Inc. Page 3
confirm that you will provide both the comp arable number and the explanation in the future.
*******************
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Pl ease furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.
You may contact Jeffrey Jaramillo at (202) 551-3212 if you have questions regarding comments on the financ ial statements and related matters. Please contact Mat Spitzer (202)551- 3373 or me at (202) 551-3813 with any other questions.
Sincerely,
L i n d a C v r k e l B r a n c h C h i e f
Via facsimile: Thomas Bergmann, Chief Financial Officer (414) 343-4990
Show Raw Text
Mail Stop 3561
August 12, 2009
Via U.S. Mail and Facsimile
Thomas Bergmann Chief Financial Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208
RE: Harley-Davidson, Inc.
Form 10-K for the fiscal year ended December 31, 2008
Schedule 14A 8-K/A filed on July 16, 2009
File No. 001-09183
Dear Mr. Bergmann:
We have reviewed your response letter dated June 19, 2009 and have the
following comments. Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as
necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this
information, we may raise additional comments. We look forward to working with you in these respects. We welcome any
questions you may have about our comments or any other aspect of our review. Feel free
to call us at the telephone numbers lis ted at the end of this letter.
Thomas Bergmann
Harley-Davidson, Inc.
Page 2
Form 8-K/A filed on July 16, 2009
Exhibit 99.1
1. We note your disclosure that your ear nings were affected by a one-time
reclassification of finance receivables from held-for-sale to held-for-investment and the related $72.7 million provision to es tablish the related initial credit loss
allowance. In light of the accounting model for loans held-for-sale under SOP 01-
6 (lower of cost or fair value) ve rsus the accounting m odel for held-for-
investment receivables (incurred loss mode l with a related allowance for finance
credit losses recorded) it is unclear to us what is meant by the establishment of the "initial credit loss allowance.” Furt hermore, given the different accounting
models (fair value, which would consider expected credit losses versus incurred
loss model), it is unclear why credit lo sses would be so much higher upon the
reclassification. Please clarify your disclosure, and confirm that you had been recording the finance receivables at the lower of cost or market prior to the
reclassification. As part of your response, please tell us the par amount of the
finance receivables transferred to held-f or-investment and tell us the valuation
allowance recorded on the r eceivables prior to the recl assification and recording
of the additional credit losses. Finally, please fully explain why the carrying amount of the respective fina nce receivables prior to reclassification was less than
fair value, specifically addressing why the 18% discount rate us ed in your fair-
value cash flow model on 6/28/09 did not lead to a LOCOM value of less than
100% of your cost basis.
Schedule 14A
Use of Consultants and Other Advisors, page 47
2. We note your response to prior comment 4, confirming your use of the survey
data for benchmarking purposes. As previously requested, the companies in those
surveys should be disclosed. Note that some other registrants are including long
lists of companies in an appendix to the proxy statement. Accordingly, please
confirm that you will list all companies against which you benchmark in future
filings. Refer to Compliance and Disclosure Interpretation 118.05 to Regulation S-K.
Corporate STIP & Motor Company STIP, page 51
3. We note your use of the non-GAAP measure of EBIT but are unable to locate
neither the comparable GAAP measure nearby nor an explanation of why you
choose to use the non-GAAP measure instead of the GAAP measure. Please
Thomas Bergmann
Harley-Davidson, Inc. Page 3
confirm that you will provide both the comp arable number and the explanation in
the future.
*******************
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.
You may contact Jeffrey Jaramillo at (202) 551-3212 if you have questions
regarding comments on the financ ial statements and related matters. Please contact Mat
Spitzer (202)551- 3373 or me at (202) 551-3813 with any other questions.
Sincerely,
L i n d a C v r k e l B r a n c h C h i e f
Via facsimile: Thomas Bergmann, Chief Financial Officer (414) 343-4990