Harley Davidson 2012 Annual Report Download - page 22

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22
The Company has an authorization (originally adopted in December 1997) by its Board of Directors to repurchase shares
of its outstanding common stock under which the cumulative number of shares repurchased, at the time of any repurchase, shall
not exceed the sum of (1) the number of shares issued in connection with the exercise of stock options occurring on or after
January 1, 2004 plus (2) one percent of the issued and outstanding common stock of the Company on January 1 of the current
year, adjusted for any stock split. The Company repurchased 0.4 million shares during the fourth quarter ended December 31,
2012 under this authorization. As of December 31, 2012, there were no shares available under this authorization.
In December 2007, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million
shares of its common stock with no dollar limit or expiration date. The Company repurchased 0.8 million shares during the
fourth quarter ended December 31, 2012 under this authorization. As of December 31, 2012, 14.5 million shares remained
under this authorization.
From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under
either the 1997 or 2007 authorization.
The Harley-Davidson, Inc. 2009 Incentive Stock Plan (exhibit 10.5) 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 2012, the Company acquired 5,750 shares of common stock that employees
presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock awards.
Item 12 of this Annual Report on Form 10-K contains certain information relating to the Company’s equity compensation
plans.
The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject
to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities
Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such a
filing: the SEC requires the Company to include a line graph presentation comparing cumulative five year Common Stock
returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected
by the Company. The Company has chosen to use the Standard & Poor’s 500 Index as the broad-based index and the
Standard & Poor’s MidCap 400 Index as a more specific comparison. The Standard & Poor’s MidCap 400 Index was chosen
because the Company does not believe that any other published industry or line-of-business index adequately represents the
current operations of the Company. The graph assumes a beginning investment of $100 on December 31, 2007 and that all
dividends are reinvested.