8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	July 17, 2006

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-9183	39-1382325
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

(Address of principal executive offices, including zip code)

(414) 342-4680

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 2.02. Results of Operations and Financial Condition.

        On July 17, 2006, Harley-Davidson, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s second quarter financial results for the financial period ended June 25, 2006. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being furnished herewith:

(99.1) Press Release of Harley-Davidson, Inc., dated July 17, 2006.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARLEY-DAVIDSON, INC.
Date:  July 17, 2006	By:  /s/ Tonit M. Calaway
	Tonit M. Calaway
	Assistant Secretary

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HARLEY-DAVIDSON, INC.

Exhibit Index to Current Report on Form 8-K
Dated July 17, 2006

Exhibit
Number

(99.1) Press Release of Harley-Davidson, Inc., dated July 17, 2006.

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EX-99.1

Financial Contact:	Mark Van Genderen (414) 343-8002
Media Contact:	Bob Klein (414) 343-4433

HARLEY-DAVIDSON ANNOUNCES SECOND QUARTER RESULTS
Worldwide Retail Motorcycle Sales Up 10 Percent

        Milwaukee, Wis., July 17, 2006 — Harley-Davidson, Inc. (NYSE: HDI) today announced record revenue and earnings per share for its second quarter ended June 25, 2006. Revenue for the quarter was $1.38 billion compared to $1.33 billion in the year-ago quarter, a 3.3 percent increase. Net income for the quarter was $243.4 million compared to $237.4 million, an increase of 2.5 percent over the second quarter of 2005. Second quarter diluted earnings per share (EPS) were $0.91, an 8.3 percent increase compared to last year’s $0.84.

        Harley-Davidson’s worldwide dealer network sold more than 125,000 motorcycles during the second quarter, an increase of 10.0 percent over the prior year. U.S. retail motorcycle sales for the second quarter grew by 8.1 percent and international sales increased by 17.3 percent. “I am very pleased with our retail performance during the quarter,” said Jim Ziemer, President and Chief Executive Officer, Harley-Davidson, Inc. “And looking back over the past 12 months, worldwide retail sales of our motorcycles have grown 8.6 percent. This momentum demonstrates the continued strong appeal of our products and the Harley-Davidson experience,” he said.

        “I am equally pleased with our prospects for the future, given the exciting new products and services we are bringing to market. Last week we introduced our 2007 models to nearly 5,000 dealership employees and owners during our Summer Dealer Meeting in San Diego. The highlight of the meeting was the dramatic unveiling of an all new, state-of-the-art engine, the Twin Cam 96™. This outstanding new engine, mated with our recently-introduced six-speed transmission, is featured in the 2007 Dyna™, Softail®, and Touring models,” said Ziemer.

        “Looking ahead to the remainder of 2006, the Company’s wholesale shipment target for the calendar year remains between 348,000 and 352,000 Harley-Davidson^® motorcycles,” said Ziemer. “Our motorcycle shipment plan for the third quarter is 97,000 motorcycles. This includes approximately 12,500 Harley-Davidson motorcycles that were produced in the second quarter to prepare for the new model introduction.”

        “The Company believes that worldwide retail sales of Harley-Davidson motorcycles will support a wholesale unit growth rate in the range of 5 to 9 percent annually and an annual EPS growth rate of 11 to 17 percent,” said Ziemer.

Motorcycles and Related Products Segment – Second Quarter Results

        Revenue from Harley-Davidson motorcycles was $1.03 billion, an increase of $21.7 million, or 2.2 percent over the same period last year. Shipments of Harley-Davidson motorcycles totaled 79,796 units, an increase of 2,668 units, or 3.5 percent over last year’s second quarter.

        Revenue from Parts and Accessories (P&A), which consists of Genuine Motor Parts and Genuine Motor Accessories, totaled $251.7 million, an increase of $13.9 million, or 5.9 percent over the year-ago quarter. Revenue from General Merchandise, which consists of MotorClothes™ apparel and collectibles, totaled $67.1 million, an increase of $3.7 million, or 5.8 percent.

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        For the long term, the Company expects the growth rate for P&A revenue to be slightly higher than Harley-Davidson’s motorcycle shipment growth rate, and the General Merchandise growth rate is expected to be lower than the motorcycle shipment growth rate.

        Gross margin for the second quarter of 2006 was 37.5 percent of revenue, equal to the margin for the same period in 2005. Operating margin decreased to 23.6 percent in the second quarter of 2006 from 24.0 percent in the second quarter of 2005.

Motorcycle Retail Sales Data

        Worldwide retail sales of Harley-Davidson motorcycles increased 10.0 percent for the second quarter of 2006 compared to the same period in 2005. In the U.S., retail sales of Harley-Davidson motorcycles increased 8.1 percent for the quarter. The heavyweight motorcycle market in the U.S. increased 9.9 percent for the same period.

        Retail sales of Harley-Davidson motorcycles grew 17.3 percent in international markets during the second quarter of 2006 compared to the second quarter of 2005. Second quarter retail sales increased 15.8 percent in Japan; Europe was up 15.6 percent; Canada was up 13.4 percent and all other international markets combined were up 33.5 percent.

        Data is listed in the accompanying tables.

Financial Services Segment

        Harley-Davidson Financial Services (HDFS) reported second quarter operating income of $56.3 million, an increase of $5.2 million, or 10.3 percent compared to the year-ago quarter. This increase was primarily due to higher net interest income and insurance revenues. For the long term, the Company expects the HDFS operating income growth rate to be slightly higher than the growth rate of Harley-Davidson motorcycle shipments.

Income Tax Rate

        The Company’s second quarter effective income tax rate was 36.0 percent compared to 35.5 percent in the same quarter last year.  This increase was due to the expiration of the federal research and development tax credit as of December 31, 2005.  The Company expects its full year effective tax rate in 2006 to be 35.5 percent, assuming the retroactive reinstatement of this tax credit.

Harley-Davidson, Inc. — Six Month Results

        For the first six months of 2006, revenue totaled $2.66 billion, a 3.6 percent increase over the year-ago period. Earnings per share were $1.77, an increase of 9.3 percent compared to the same period last year.

        Through the first six months of this year, shipments of Harley-Davidson motorcycles were 159,302 units, a 3.5 percent increase compared to last year’s 153,844 units. Harley-Davidson motorcycle revenue was $2.04 billion, up 2.6 percent compared to last year’s $1.99 billion. P&A revenue totaled $434.7 million, a 4.8 percent increase over last year’s $414.7 million. General Merchandise revenue totaled $135.6 million, a 10.4 percent increase compared to $122.9 million during the same period in 2005.

        HDFS operating income was $107.9 million, a 3.2 percent increase over last year’s $104.6 million.

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Cash Flow

        Cash and marketable securities totaled $1.00 billion as of June 25, 2006, a decrease of $41.7 million during the first half of 2006. Cash flow from operations was $828.8 million and capital expenditures were $89.1 million during the first half of 2006.

Stock Repurchase

        The Company repurchased 7.8 million shares of its common stock at a cost of $392.5 million during the second quarter of 2006. For the first six months, the Company has repurchased 9.9 million shares of its common stock at a cost of $499.5 million. These shares were repurchased under an authorization from the Company’s Board of Directors to buy back 20 million shares. A total of approximately 10 million shares remain under this authorization.

Company Background

        Harley-Davidson, Inc. is the parent company for the group of companies doing business as Harley-Davidson Motor Company, Buell Motorcycle Company and Harley-Davidson Financial Services. Harley-Davidson Motor Company, the only major U.S.-based motorcycle manufacturer, produces heavyweight motorcycles and offers a complete line of motorcycle parts, accessories, apparel, and general merchandise. Buell Motorcycle Company produces sport motorcycles. Harley-Davidson Financial Services provides wholesale and retail financing and insurance programs to Harley-Davidson dealers and their retail customers.

Forward-Looking Statements

        The Company intends that certain matters discussed in this release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” or “estimates” or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this release. Certain of such risks and uncertainties are described below. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are only made as of the date of this release, and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

        The Company’s ability to meet the targets and expectations noted depends upon, among other factors, the Company’s ability to (i) continue to realize production efficiencies at its production facilities and manage operating costs including materials, labor and overhead, (ii) manage production capacity and production changes, (iii) manage supply chain issues, (iv) provide products, services and experiences that are successful in the marketplace, (v) develop and implement sales and marketing plans that retain existing retail customers and attract new retail customers in an increasingly competitive marketplace, (vi) sell all of its motorcycles and related products and services to its independent dealers and distributors, (vii) continue to develop the capacity of its distributor and dealer network, (viii) manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations, (ix) adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices, (x) adjust to worldwide economic and political conditions, including changes in fuel prices, (xi) manage the credit quality and recovery rates of HDFS’s loan portfolio, (xii) retain and attract talented employees and (xiii) detect any defects in our motorcycles to minimize delays in new model launches, recall campaigns, increased warranty costs or litigation. In addition, the Company could experience delays or disruptions in its operations as a result of work stoppages, strikes, natural causes, terrorism or other factors. Other factors are described in risk factors that the Company has disclosed in documents previously filed with the Securities and Exchange Commission.

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        The Company’s ability to sell all of its motorcycles and related products and services also depends on the ability of the Company’s independent dealer network to sell them to retail customers. The Company depends on the capability of its independent dealers and distributors to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company.

        In addition, the Company’s independent dealers and distributors may experience difficulties in selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions or other factors.

TABLES FOLLOW

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Harley-Davidson, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)

	Three months ended				Six months ended
	June 25, 2006		June 26, 2005		June 25, 2006		June 26, 2005
Net revenue	$	1,377,047	$	1,333,264	$	2,662,137	$	2,568,728
Gross profit		516,326		500,434		1,009,540		964,717
Operating expenses		191,358		181,084		372,260		346,510
Operating income from motorcycles & related products		324,968		319,350		637,280		618,207
Financial services income		98,567		85,302		194,468		174,114
Financial services expense		42,310		34,281		86,580		69,534
Operating income from financial services		56,257		51,021		107,888		104,580
Corporate expenses		6,751		7,012		11,508		14,286
Total operating income		374,474		363,359		733,660		708,501
Investment income and other, net		5,885		4,689		13,202		11,818
Income before provision for income taxes		380,359		368,048		746,862		720,319
Provision for income taxes		136,929		130,657		268,869		255,713
Net income	$	243,430	$	237,391	$	477,993	$	464,606
Earnings per common share:
Basic	$	0.91	$	0.85	$	1.77	$	1.62
Diluted	$	0.91	$	0.84	$	1.77	$	1.62
Weighted-average common shares:
Basic		267,487		280,577		270,133		286,685
Diluted		268,130		281,181		270,783		287,493
Cash dividends per common share	$	0.21	$	0.16	$	0.39	$	0.285

Harley-Davidson, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

	(Unaudited) June 25, 2006		December 31, 2005		(Unaudited) June 26, 2005
ASSETS
Current Assets:
Cash and cash equivalents	$	391,967	$	140,975	$	319,720
Marketable securities		612,508		905,197		416,202
Accounts receivable, net		150,526		122,087		138,413
Finance receivables held for sale		233,167		299,373		212,836
Finance receivables held for investment, net		1,101,587		1,342,393		1,021,490
Inventories		292,757		221,418		225,778
Other current assets		114,613		113,794		102,578
Total current assets		2,897,125		3,145,237		2,437,017
Finance receivables held for investment, net		678,938		600,831		564,526
Other long-term assets		1,467,266		1,509,141		1,264,515
	$	5,043,329	$	5,255,209	$	4,266,058
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable & accrued expenses	$	739,510	$	668,139	$	628,695
Current portion of finance debt		34,605		204,973		7,994
Total current liabilities		774,115		873,112		636,689
Finance debt		1,000,000		1,000,000		800,000
Postretirement healthcare benefits		67,801		60,975		54,652
Other long-term liabilities		233,580		237,517		140,433
Total shareholders’ equity		2,967,833		3,083,605		2,634,284
	$	5,043,329	$	5,255,209	$	4,266,058

Harley-Davidson, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

	Six months ended
	June 25, 2006			June 26, 2005
Net cash provided by operating activities	$	828,783		$	785,350
Cash flows from investing activities:
Capital expenditures		(89,124	)		(75,430	)
Finance receivables held for investment, net		(54,485	)		(77,074	)
Collection of retained securitization interests		26,227			53,751
Net change in marketable securities		293,623			920,539
Other, net		1,719			(9,934	)
Net cash provided by investing activities		177,960			811,852
Cash flows from financing acitivies:
Net decrease in finance-credit facilities and
commercial paper		(161,437	)		(485,085	)
Dividends paid		(104,494	)		(80,486	)
Purchase of common stock for treasury		(499,543	)		(1,014,645	)
Excess tax benefits from share-based payments		1,547			6,171
Issuance of common stock under employee
stock option plans		8,176			21,404
Net cash used by financing activities		(755,751	)		(1,552,641	)
Net increase in cash and cash equivalents		250,992			44,561
Cash and cash equivalents:
At beginning of period		140,975			275,159
At end of period	$	391,967		$	319,720

Net Revenue and Motorcycle
Shipment Data
(unaudited)

	Three Months Ended				Six Months Ended
	June 25, 2006		June 26, 2005		June 25, 2006		June 26, 2005
NET REVENUE (in thousands)
Harley-Davidson® motorcycles	$	1,027,800	$	1,006,105	$	2,036,342	$	1,985,056
Buell® motorcycles		29,347		25,925		53,403		45,974
Parts & Accessories		251,703		237,754		434,652		414,658
General Merchandise		67,071		63,406		135,622		122,869
Other		1,126		74		2,118		171
	$	1,377,047	$	1,333,264	$	2,662,137	$	2,568,728
HARLEY-DAVIDSON UNITS
Motorcycle shipments:
United States		58,052		58,997		118,322		119,875
Export		21,744		18,131		40,980		33,969
Total		79,796		77,128		159,302		153,844
Motorcycle product mix:
Touring		27,336		26,519		54,873		51,590
Custom		36,714		35,371		72,508		69,657
Sportster®		15,746		15,238		31,921		32,597
Total		79,796		77,128		159,302		153,844
BUELL UNITS
Motorcycle shipments:
Buell		3,539		3,067		6,576		5,536

Retail Sales of Harley-Davidson Motorcycles
Year to Date (June)

	2006		2005
United States		154,041		143,683
Europe*		20,635		18,353
Japan		6,217		5,358
Canada		8,646		7,975
All other markets		7,406		5,530
Total Retail Sales of Harley-Davidson Motorcycles		196,945		180,899

Data Source (subject to update)

Data source for all 2005 and 2006 retail sales figures shown above is sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales, and this information is subject to revision.

*Data for Europe include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom

Only Harley-Davidson® motorcycles are included in the Harley-Davidson Motorcycle Sales data.

Heavyweight (651+ cc) Market Data
Data Through Month Indicated

	2006		2005
United States (June)		321,839		295,702
Europe* (May)		195,528		183,439

Data Source

United States: Motorcycle Industry Council
Europe: Giral S.A.

*Data for Europe include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom