|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Wisconsin
|
|
39-1382325
|
(State of organization)
|
|
(I.R.S. Employer Identification No.)
|
3700 West Juneau Avenue
Milwaukee, Wisconsin
|
|
53208
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of each class
|
|
Name of each exchange on which registered
|
COMMON STOCK, $.01 PAR VALUE PER SHARE
|
|
NEW YORK STOCK EXCHANGE
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
Page
|
Part I
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Part II
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
|
|
|
Part III
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Part IV
|
|
|
|
|
|
Item 15.
|
||
|
|
|
•
|
Standard (a basic motorcycle which usually features upright seating for one or two passengers);
|
•
|
Sportbike (incorporates racing technology, aerodynamic styling, low handlebars with a “sport” riding position and high performance tires);
|
•
|
Cruiser (emphasizes styling and owner customization);
|
•
|
Touring (emphasizes rider comfort and load capacity and incorporates features such as saddlebags, fairings, or large luggage compartments); and
|
•
|
Dual (designed with the capability for use on public roads as well as for some off-highway recreational use).
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Total new motorcycle registrations
|
|
313.6
|
|
|
305.9
|
|
|
299.4
|
|
Harley-Davidson new registrations
|
|
167.1
|
|
|
167.8
|
|
|
161.3
|
|
|
|
53.3
|
%
|
|
54.9
|
%
|
|
53.9
|
%
|
(a)
|
Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.
|
(b)
|
U.S. industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update. The retail registration data for Harley-Davidson motorcycles presented in this table will differ from the Harley-Davidson retail sales data presented in Item 7 of this report. The Company’s source for retail sales data in Item 7 of this report is sales and warranty registrations provided by Harley-Davidson dealers as compiled by the Company. The retail sales data in Item 7 includes sales of Street 500 motorcycles which are excluded from the 601+cc units included in the retail registration data in this table. In addition, small differences may arise related to the timing of data submissions to the independent sources.
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Total new motorcycle registrations
|
|
319.8
|
|
|
281.8
|
|
|
300.4
|
|
Harley-Davidson new registrations
|
|
38.5
|
|
|
36.1
|
|
|
36.2
|
|
|
|
12.0
|
%
|
|
12.8
|
%
|
|
12.1
|
%
|
(a)
|
Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.
|
(b)
|
Europe data includes retail sales in Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data is derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third party data is subject to revision and update. The retail registration data for Harley-Davidson motorcycles presented in this table will differ from the Harley-Davidson retail sales data presented in Item 7 of this report. The Company’s source for retail sales data in Item 7 of this report is sales and warranty registrations provided by Harley-Davidson dealers as compiled by the Company. The retail sales data in Item 7 includes sales of Street 500 motorcycles which are excluded from the 601+cc units included in the retail registration data in this table. In addition, small differences may arise related to the timing of data submissions to the independent sources.
|
|
|
North America Region
|
|
EMEA
Region
|
|
Asia-Pacific
Region
|
|
Latin America
Region
|
|
Total
|
||||||||
|
|
United States
|
|
Canada
|
|
|||||||||||||
Full Service Dealerships and SRLs
|
|
694
|
|
|
69
|
|
|
369
|
|
|
273
|
|
|
55
|
|
|
1,460
|
|
Non-Traditional
|
|
96
|
|
|
4
|
|
|
11
|
|
|
12
|
|
|
29
|
|
|
152
|
|
•
|
York, Pennsylvania - represented by International Association of Machinist and Aerospace Workers (IAM) and the collective bargaining agreement will expire on February 2, 2017
|
•
|
Kansas City, Missouri - represented by United Steelworkers of America (USW) and IAM and the respective collective bargaining agreements will expire on July 31, 2018
|
•
|
Menomonee Falls, Wisconsin - represented by USW and IAM and the respective collective bargaining agreements will expire on March 31, 2019
|
•
|
Tomahawk, Wisconsin - represented by USW and the collective bargaining agreement will expire on March 31, 2019
|
•
|
The Company may not be able to successfully execute its long-term business strategy.
There is no assurance that the Company will be able to drive growth to the extent desired through its focus of efforts and resources on its long-term business strategy and the Harley-Davidson brand or to enhance productivity and profitability to the extent desired through pricing and continuous improvement.
|
•
|
Changes in general economic conditions, tightening of credit, political events or other factors may adversely impact dealers’ retail sales.
The motorcycle industry is impacted by general economic conditions over which motorcycle manufacturers have little control. These factors can weaken the retail environment and lead to weaker demand for discretionary purchases such as motorcycles. Tightening of credit can limit the availability of funds from financial institutions and other lenders and sources of capital which could adversely affect the ability of retail consumers to obtain loans for the purchase of motorcycles from lenders, including HDFS. Should general economic conditions or motorcycle industry demand decline, the Company’s results of operations and financial condition may be substantially adversely affected. The motorcycle industry can also be affected by political conditions and other factors over which motorcycle manufacturers have little control.
|
•
|
The Company is exposed to market risk from changes in foreign exchange rates, commodity prices and interest rates.
The Company sells its products internationally and in most markets those sales are made in the foreign country’s local currency. Shifting foreign exchange rates can adversely affect the Company's revenue and margin, and cause volatility in results of operations. The Company is also subject to risks associated with changes in prices of commodities. Earnings from the Company’s financial services business are affected by changes in interest rates. Although the Company uses derivative financial instruments to some extent to attempt to manage a portion of its exposure to foreign currency exchange rates and commodity prices, the Company does not attempt to manage its entire expected exposure, and these instruments generally do not extend beyond one year and may expose the Company to credit risk in the event of counterparty default to the derivative financial instruments. There can be no assurance that in the future the Company will successfully manage these risks.
|
•
|
The Company sells its products at wholesale and must rely on a network of independent dealers and distributors to manage the retail distribution of its products.
The Company depends on the capability of its independent dealers and distributors to develop and implement effective retail sales plans to create demand among retail purchasers for the motorcycles and related products and services that the dealers and distributors purchase from the Company. If the Company’s independent dealers and distributors are not successful in these endeavors, then the Company will be unable to maintain or grow its revenues and meet its financial expectations. Further, independent dealers and distributors may experience difficulty in funding their day-to-day cash flow needs and paying their obligations resulting from adverse business conditions such as weakened retail sales and tightened credit. If dealers are unsuccessful, they may exit or be forced to exit the business or, in some cases, the Company may seek to terminate relationships with certain dealerships. As a result, the Company could face additional adverse consequences related to the termination of dealer relationships. Additionally, liquidating a former dealer’s inventory of new and used motorcycles can add downward pressure on new and used motorcycle prices. Further, the unplanned loss of any of the Company’s independent dealers may lead to inadequate market coverage for retail sales of new motorcycles and for servicing previously sold motorcycles, create negative impressions of the Company with its retail customers, and adversely impact the Company’s ability to collect wholesale receivables that are associated with that dealer.
|
•
|
A cybersecurity breach involving digital consumer or employee personal data may adversely affect the Company’s reputation, revenue and earnings.
The Company and certain of its third-party vendors receive and store digital personal information in connection with its human resources operations, financial services operations, e-commerce, the Harley Owners Group and other aspects of its business. Any system failure, accident or security breach could result in disruptions to the Company's operations. To the extent that any disruptions or security breach results in a loss or damage to the Company's data, or in inappropriate disclosure of confidential information, it could cause significant damage to the Company's reputation, affect its relationships with customers, lead to claims against the Company and ultimately harm the Company's business. In addition, the Company may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.
|
•
|
Expanding international sales and operations subjects the Company to risks that may have a material adverse effect on its business.
Expanding international sales and operations is a part of the Company’s long-term business strategy. To support that strategy, the Company must increase its presence outside the U.S., including additional employees and investment in business infrastructure and operations. International operations and sales are subject to various risks, including political and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, governmental expropriation and differences in business practices. The Company may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international operations and sales that could cause loss of revenues and earnings. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on the Company’s net sales, financial condition, profitability or cash flows.
|
•
|
Retail sales of the Company's independent dealers may be impacted by weather.
The Company has observed that abnormally cold and/or wet conditions in a region could have the effect of reducing demand or changing the timing for purchases of new Harley-Davidson motorcycles. Reduced demand for new Harley-Davidson motorcycles ultimately leads to reduced shipments by the Company.
|
•
|
The Company must comply with governmental laws and regulations that are subject to change and involve significant costs.
The Company’s sales and operations in areas outside the U.S. may be subject to foreign laws, regulations and the legal systems of foreign courts or tribunals. These laws and policies governing operations of foreign-based companies may result in increased costs or restrictions on the ability of the Company to sell its products in certain countries. The Company’s international sales operations may also be adversely affected by U.S. laws affecting foreign trade and taxation.
|
•
|
The Company relies on third party suppliers to obtain raw materials and provide component parts for use in the manufacture of its motorcycles.
The Company may experience supply problems relating to raw materials and components such as unfavorable pricing, poor quality, or untimely delivery. In certain circumstances, the Company relies on a single supplier to provide the entire requirement of a specific part, and a change in this established supply relationship may cause disruption in the Company’s production schedule. In addition, the price and availability of raw materials and component parts from suppliers can be adversely affected by factors outside of the Company’s control such as the supply of a necessary raw material or natural disasters. Further, Company suppliers may experience difficulty in funding their day-to-day cash flow needs because of tightening credit caused by financial market disruption. In addition, adverse economic conditions and related pressure on select suppliers due to difficulties in the global manufacturing arena could adversely affect their ability to supply the Company. These supplier risks may have a material adverse effect on the Company’s business and results of operations.
|
•
|
The Company must prevent and detect issues with its products, components purchased from suppliers, and its and its suppliers’ manufacturing processes to reduce the risk of recall campaigns, increased warranty costs or litigation, increased product liability claims or litigation, delays in new model launches, and inquiries or investigations by regulatory agencies. The Company must also complete any recall campaigns within cost expectations.
The Company must continually improve and adhere to product development and manufacturing processes, and ensure that its suppliers and their sub-tier suppliers adhere to product development and manufacturing processes, to ensure high quality products are sold to retail customers. If product designs or manufacturing processes are defective, the Company could experience delays in new model launches, product recalls, inquiries or investigations from regulatory agencies, warranty claims, and product liability claims, which may involve purported class actions. While the Company uses reasonable methods to estimate the cost of warranty, recall and product liability costs and appropriately reflects those in its financial statements, there is a risk the actual costs could exceed estimates. Further, selling products with poor quality and the announcement of recalls may also adversely affect the Company’s reputation and brand strength.
|
•
|
The Company relies on third parties to perform certain operating and administrative functions for the Company.
Similar to suppliers of raw materials and components, the Company may experience problems with outsourced services, such as unfavorable pricing, untimely delivery of services, or poor quality. Also, these suppliers may experience adverse economic conditions due to difficulties in the global economy that could lead to difficulties supporting the Company's operations. In light of the amount and types of functions that the Company has outsourced, these service provider risks may have a material adverse effect on the Company's business and results of operations.
|
•
|
The Company manufactures products that create exposure to product liability claims and litigation.
To the extent plaintiffs are successful in showing that personal injury or property damage result from defects in the design or manufacture of the Company’s products, the Company may be subject to claims for damages that are not covered by insurance. The costs associated with defending product liability claims, including frivolous lawsuits, and payment of
|
•
|
The Company is and may in the future become subject to legal proceedings and commercial or contractual disputes.
The uncertainty associated with substantial unresolved claims and lawsuits may harm the Company’s business, financial condition, reputation and brand. The defense of the lawsuits may result in the expenditures of significant financial resources and the diversion of management’s time and attention away from business operations. In addition, although the Company is unable to determine the amount, if any, that it may be required to pay in connection with the resolution of the lawsuits by settlement or otherwise, any such payment may have a material adverse effect on the Company’s business and results of operations. Refer to the Company’s disclosures concerning legal proceedings in the periodic reports that the Company files with the Securities and Exchange Commission (SEC) for additional detail regarding lawsuits and other claims against the Company.
|
•
|
The Company’s marketing strategy of appealing to and growing sales to multi-generational and multi-cultural customers worldwide may not continue to be successful.
The Company has been successful in marketing its products in large part by promoting the experience of Harley-Davidson motorcycling. To sustain and grow the business over the long-term, the Company must continue to be successful selling products and promoting the experience of motorcycling to both core customers and outreach customers such as women, young adults and ethnically diverse adults. The Company must also execute its multi-generational and multi-cultural strategy without adversely impacting the strength of the brand with core customers.
|
•
|
The Company’s success depends upon the continued strength of the Harley-Davidson brand.
The Company believes that the Harley-Davidson brand has significantly contributed to the success of its business and that maintaining and enhancing the brand is critical to expanding its customer base. Failure to protect the brand from infringers or to grow the value of the Harley-Davidson brand may have a material adverse effect on the Company’s business and results of operations.
|
•
|
The Company must invest in and successfully implement new information systems and technology.
The Company is continually modifying and enhancing its systems and technology to increase productivity and efficiency. The Company has several large, strategic information system projects in process. As new systems and technologies (and related strategies) are implemented, the Company could experience unanticipated difficulties resulting in unexpected costs and adverse impacts to its manufacturing and other business processes. When implemented, the systems and technology may not provide the benefits anticipated and could add costs and complications to ongoing operations, which may have a material adverse effect on the Company’s business and results of operations.
|
•
|
The Company must maintain stakeholder confidence in its operating ethics and corporate governance practices.
The Company believes it has a history of good corporate governance. Prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company had in place many of the corporate governance procedures and processes now mandated by the Sarbanes-Oxley Act and related rules and regulations, such as Board Committee Charters and a Corporate Governance Policy. In 1992, the Company established a Code of Business Conduct that defines how employees interact with various Company stakeholders and addresses issues such as confidentiality, conflict of interest and fair dealing. Failure to maintain its reputation for good corporate governance may have a material adverse effect on the Company’s business and results of operations.
|
•
|
The Company’s ability to remain competitive is dependent upon its capability to develop and successfully introduce new, innovative and compliant products.
The motorcycle market continues to change in terms of styling preferences and advances in new technology and, at the same time, be subject to increasing regulations related to safety and emissions. The Company must continue to distinguish its products from its competitors’ products with unique styling and new technologies. As the Company incorporates new and different features and technology into its products, the Company must protect its intellectual property from imitators and ensure its products do not infringe the intellectual property of other companies. In addition, these new products must comply with applicable regulations worldwide and satisfy the potential demand for products that produce lower emissions and achieve better fuel economy. The Company must make product advancements while maintaining the classic look, sound and feel associated with Harley-Davidson products. The Company must also be able to design and manufacture these products and deliver them to a global marketplace in an efficient and timely manner. There can be no assurances that the Company will be successful in these endeavors or that existing and prospective customers will like or want the Company’s new products.
|
•
|
The Company may not be able to successfully execute its manufacturing strategy.
The Company’s manufacturing strategy is designed to continuously improve product quality and increase productivity, while reducing costs and increasing flexibility to respond to ongoing changes in the marketplace. The Company believes flexible manufacturing, including flexible supply chains and flexible labor agreements, is the key element to enable improvements in the Company’s ability to respond to customers in a cost effective manner. To execute this strategy, the Company must be successful in its continuous improvement efforts which are dependent on the involvement of management, production employees and suppliers. Any inability to achieve these objectives could adversely impact the profitability of the Company’s products and its ability to deliver the right product at the right time to the customer.
|
•
|
The Company and its independent dealers must successfully accommodate a seasonal retail motorcycle sales pattern.
The Company records the wholesale sale of a motorcycle when it is shipped to the Company’s independent dealers and distributors. Prior to 2013, the Company historically produced and shipped motorcycles at wholesale to its North America region dealers at approximately the same level throughout the year. The Company implemented flexible production at its York, Pennsylvania facility in the first half of 2013 and began flexible production at its Kansas City, Missouri facility in the first half of 2014. As a result of this capability, the Company's motorcycle production and wholesale shipments now correlate more closely to the retail selling season in the North America region. Any difficulties in executing flexible production could result in lost production or sales. The Company and its independent dealers and distributors must be able to successfully manage changes in production rates, inventory levels and other business processes associated with flexible production. Failure by the Company and its independent dealers to make such adjustments may have a material adverse effect on the Company’s business and results of operations.
|
•
|
Retail sales of the Company’s independent dealers may be adversely impacted by declining prices for used motorcycles and excess supplies of new motorcycles.
The Company has observed that when prices for used Harley-Davidson motorcycles have declined, it can have the effect of reducing demand among retail purchasers for new Harley-Davidson motorcycles (at or near manufacturer’s suggested retail prices). Further, introduction of new motorcycle models with significantly different functionality, technology or other customer satisfiers can result in lower customer demand for used motorcycles, resulting in declining prices for those used motorcycles, and prior model-year new motorcycles. Also, while the Company has taken steps designed to balance production volumes for its new motorcycles with demand, those steps may not be effective, or the Company’s competitors could choose to supply new motorcycles to the market in excess of demand at reduced prices which could also have the effect of reducing demand for new Harley-Davidson motorcycles (at or near manufacturer’s suggested retail prices). Ultimately, reduced demand among retail purchasers for new Harley-Davidson motorcycles leads to reduced shipments by the Company.
|
•
|
The Company’s Motorcycles segment is dependent upon unionized labor
. Substantially all of the hourly production employees working in the Motorcycles segment are represented by unions and covered by collective bargaining agreements. Harley-Davidson Motor Company is currently a party to five collective bargaining agreements with local affiliates of the International Association of Machinists and Aerospace Workers and the United Steelworkers of America. Current collective bargaining agreements with hourly employees in Pennsylvania, Missouri and Wisconsin will expire in 2017, 2018 and 2019, respectively. Collective bargaining agreements generally cover wages, healthcare benefits and retirement plans, seniority, job classes and work rules. There is no certainty that the Company will be successful in negotiating new agreements with these unions that extend beyond the current expiration dates or that these new agreements will be on terms that will allow the Company to be competitive. Failure to renew these agreements when they expire or to establish new collective bargaining agreements on terms acceptable to the Company and the unions could result in the relocation of production facilities, work stoppages or other labor disruptions which may have a material adverse effect on customer relationships and the Company’s business and results of operations.
|
•
|
The Company incurs substantial costs with respect to employee pension and healthcare benefits.
The Company’s cash funding requirements and its estimates of liabilities and expenses for pensions and healthcare benefits for both active and retired employees are based on several factors that are outside the Company’s control. These factors include funding requirements of the Pension Protection Act of 2006, the rate used to discount the future estimated liability, the rate of return on plan assets, current and projected healthcare costs, healthcare reform or legislation, 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 put the Company under significant cost pressure as compared to its competitors that may not bear the costs of similar benefit plans. Furthermore, costs associated with complying with the Patient Protection and Affordable Care Act may produce additional cost pressure on the Company and its health care plans.
|
•
|
The ability of the Company to expand international sales may be impacted by existing or new laws and regulations that impose motorcycle licensing restrictions and limit access to roads and highways.
Expanding international sales is a part of the Company’s long-term business strategy. A number of countries have tiered motorcycle licensing requirements that limit the ability of new and younger riders to obtain licenses to operate the Company’s motorcycles, and many countries are considering the implementation of such requirements. These requirements only allow new and/or younger riders to operate smaller motorcycles for certain periods of time. Riders typically are only permitted to obtain a license to ride larger motorcycles upon reaching certain ages and/or having been licensed to ride smaller motorcycles for a certain period of time, and only after passing additional tests and paying additional fees. These requirements pose obstacles to large displacement motorcycle ownership. Other countries have laws and regulations that prohibit motorcycles from being operated on certain roads and highways. These types of laws and regulations could adversely impact the Company’s plans to expand international sales.
|
•
|
The Company has a number of competitors, some of which have greater financial resources than the Company.
Many of the Company’s competitors are more diversified than the Company, and they may compete in all segments of the motorcycle market, other powersports markets and/or the automotive market. Also, the Company’s manufacturer’s suggested retail price for its motorcycles is generally higher than its competitors, and if price becomes a more important competitive factor for consumers in the markets in which the Company competes, the Company may be at a competitive disadvantage. In addition, the Company’s financial services operations face 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.
|
•
|
The Company’s operations are dependent upon attracting and retaining skilled employees, including skilled labor, executive officers and other senior leaders. The Company’s future success depends on its continuing ability to identify, hire, develop, motivate, retain and promote skilled personnel for all areas of its organization.
The Company’s current and future total compensation arrangements, which include benefits and incentive awards, may not be successful in attracting new employees and retaining and motivating the Company’s existing employees. In addition, the Company must cultivate and sustain a work environment where employees are engaged and energized in their jobs to maximize their performance. If the Company does not succeed in attracting new personnel, retaining existing personnel, implementing effective succession plans and motivating and engaging personnel, including executive officers, the Company may be unable to develop and distribute products and services and effectively execute its plans and strategies.
|
•
|
The Company’s Financial Services operations rely on external sources to finance a significant portion of its operations.
Liquidity is essential to the Company’s Financial Services business. Disruptions in financial markets may cause lenders and institutional investors to reduce or cease to loan money to borrowers, including financial institutions. The Company’s Financial Services operations may be negatively affected by difficulty in raising capital in the long-term and short-term capital markets. These negative consequences may in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital, reduced funds available through its financial services operations to provide loans to independent dealers and their retail customers, and dilution to existing share value through the use of alternative sources of capital.
|
•
|
The Company’s Financial Services operations are highly dependent on accessing capital markets to fund their operations at competitive interest rates, the Company’s access to capital and its cost of capital are highly dependent upon its credit ratings, and any negative credit rating actions will adversely affect its earnings and results of operations.
The ability of the Company and its Financial Services operations to access unsecured capital markets is influenced by their short-term and long-term credit ratings. If the Company’s credit ratings are downgraded or its ratings outlook is negatively changed, the Company’s cost of borrowing could increase, resulting in reduced earnings and interest margins, or the Company’s access to capital may be disrupted or impaired.
|
•
|
The Company’s Financial Services operations are exposed to credit risk on its retail and wholesale receivables.
Credit risk is the risk of loss arising from a failure by a customer, including the Company's independent dealers and distributors, to meet the terms of any contract with the Company’s financial services operations. Credit losses are influenced by general business and economic conditions, including unemployment rates, bankruptcy filings and other factors that negatively affect household incomes, as well as contract terms, customer credit profiles and the new and used motorcycle market. Negative changes in general business, economic or market factors may have an additional adverse impact on the Company’s financial services credit losses and future earnings. While HDFS experienced
|
•
|
The Company’s operations may be affected by greenhouse emissions and climate change and related regulations
. Climate change is receiving increasing attention worldwide. Many scientists, legislators and others 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. Congress has previously considered and may in the future implement restrictions on greenhouse gas emissions. In addition, several states, including states where the Company has manufacturing plants, 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 Company’s manufacturing operations in the United States, including the Company’s supply chain. The Company’s manufacturing plants use energy, including electricity and natural gas, and certain of the Company’s plants emit amounts of greenhouse gas that may be affected by these legislative and regulatory efforts. Greenhouse gas regulation could increase the price of the electricity the Company purchases, increase costs for use of natural gas, potentially restrict access to or the use of natural gas, require the Company to purchase allowances to offset the Company’s own emissions or result in an overall increase in costs of raw materials, any one of which could increase the Company’s costs, reduce competitiveness in a global economy or otherwise negatively affect the Company’s business, operations or financial results. Many of the Company’s suppliers face similar circumstances. Physical risks to the Company’s business operations as identified by the Intergovernmental Panel on Climate Change and other expert bodies include scenarios such as sea level rise, extreme weather conditions and resource shortages. Extreme weather may disrupt the production and supply of component parts or other items such as natural gas, a fuel necessary for the manufacture of motorcycles and their components. Supply disruptions would raise market rates and jeopardize the continuity of motorcycle production.
|
•
|
Regulations related to conflict minerals will cause the Company to incur additional expenses and may have other adverse consequences.
The SEC adopted inquiry, diligence and additional disclosure requirements related to certain minerals sourced from the Democratic Republic of Congo and surrounding countries, or "conflict minerals", that are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company. The minerals that the rules cover are commonly referred to as "3TG" and include tin, tantalum, tungsten and gold. These rules impose a requirement for public companies to make certain disclosures relating to activities with conflict minerals. Compliance with the disclosure requirements could affect the sourcing and availability of some of the minerals that the Company uses in the manufacturing of its products. The Company's supply chain is complex, and if it is not able to determine the source and chain of custody for all conflict minerals used in its products that are sourced from the Democratic Republic of Congo and surrounding countries or determine that its products are "conflict free", then the Company may face reputational challenges with customers, investors or others. Additionally, as there may be only a limited number of suppliers offering "conflict free" minerals, if the Company chooses to use only conflict minerals that are "conflict free", the Company cannot be sure that it will be able to obtain necessary materials from such suppliers in sufficient quantities or at competitive prices. Accordingly, the Company could incur significant costs related to the compliance process, including potential difficulty or added costs in satisfying the disclosure requirements.
|
Type of Facility
|
|
Location
|
|
Approximate
Square Feet
|
|
Status
|
|
Corporate Office
|
|
Milwaukee, WI
|
|
515,000
|
|
|
Owned
|
Museum
|
|
Milwaukee, WI
|
|
130,000
|
|
|
Owned
|
Manufacturing
(1)
|
|
Menomonee Falls, WI
|
|
881,600
|
|
|
Owned
|
Manufacturing
(2)
|
|
Wauwatosa, WI
|
|
430,000
|
|
|
Owned
|
Product Development Center
|
|
Wauwatosa, WI
|
|
409,000
|
|
|
Owned
|
Manufacturing
(3)
|
|
Tomahawk, WI
|
|
226,000
|
|
|
Owned
|
Manufacturing
(4)
|
|
York, PA
|
|
610,000
|
|
|
Owned
|
Manufacturing and Materials Velocity Center
(5)
|
|
Kansas City, MO
|
|
456,000
|
|
|
Owned
|
Motorcycle Testing
|
|
Yucca, AZ
|
|
21,150
|
|
|
Owned
|
Motorcycle Testing
|
|
Yucca, AZ
|
|
48,000
|
|
|
Lease expiring 2019
|
Motorcycle Testing
|
|
Naples, FL
|
|
10,000
|
|
|
Lease expiring 2020
|
Regional Office
|
|
Miami, FL
|
|
12,700
|
|
|
Lease expiring 2017
|
Manufacturing
(6)
|
|
Manaus, Brazil
|
|
100,000
|
|
|
Lease expiring 2016
|
Regional Office
|
|
Oxford, England
|
|
39,000
|
|
|
Lease expiring 2017
|
Manufacturing
(7)
|
|
Bawal, India
|
|
68,200
|
|
|
Lease expiring 2016
|
Regional Office
|
|
Singapore
|
|
8,800
|
|
|
Lease expiring 2015
|
Manufacturing
(8)
|
|
Adelaide, Australia
|
|
485,000
|
|
|
Lease expiring 2017
|
(1)
|
Motorcycle powertrain production.
|
(2)
|
Facility was idled during 2010 and production moved to Menomonee Falls, WI.
|
(3)
|
Plastic parts production and painting.
|
(4)
|
Motorcycle parts fabrication, painting and Softail
®
and touring model assembly.
|
(5)
|
Motorcycle parts fabrication, painting and Dyna
®
, Sportster
®
, Softail
®
, V-Rod
®
and Street platform assembly.
|
(6)
|
Assembly of select models for the Brazilian market.
|
(7)
|
Assembly of select models for the Indian market and production of the Street platform for non-North American markets.
|
(8)
|
Motorcycle wheel production.
|
Type of Facility
|
|
Location
|
|
Approximate
Square Feet
|
|
Status
|
|
Office
|
|
Chicago, IL
|
|
26,000
|
|
|
Lease expiring 2022
|
Office
|
|
Plano, TX
|
|
69,321
|
|
|
Lease expiring 2025
|
Office
|
|
Carson City, NV
|
|
100,000
|
|
|
Owned
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
|
2014
|
|
Low
|
|
High
|
|
2013
|
|
Low
|
|
High
|
||||||||
First quarter
|
|
$
|
60.55
|
|
|
$
|
70.04
|
|
|
First quarter
|
|
$
|
48.40
|
|
|
$
|
55.51
|
|
Second quarter
|
|
$
|
63.74
|
|
|
$
|
74.13
|
|
|
Second quarter
|
|
$
|
49.15
|
|
|
$
|
59.84
|
|
Third quarter
|
|
$
|
60.24
|
|
|
$
|
70.65
|
|
|
Third quarter
|
|
$
|
53.35
|
|
|
$
|
65.15
|
|
Fourth quarter
|
|
$
|
54.22
|
|
|
$
|
70.41
|
|
|
Fourth quarter
|
|
$
|
62.76
|
|
|
$
|
69.75
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
First quarter
|
|
$
|
0.275
|
|
|
$
|
0.210
|
|
|
$
|
0.155
|
|
Second quarter
|
|
0.275
|
|
|
0.210
|
|
|
0.155
|
|
|||
Third quarter
|
|
0.275
|
|
|
0.210
|
|
|
0.155
|
|
|||
Fourth quarter
|
|
0.275
|
|
|
0.210
|
|
|
0.155
|
|
|||
|
|
$
|
1.100
|
|
|
$
|
0.840
|
|
|
$
|
0.620
|
|
2014 Fiscal Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
|
|||||
September 29 to November 2
|
|
667,546
|
|
|
$
|
62
|
|
|
667,546
|
|
|
23,364,308
|
|
November 3 to November 30
|
|
1,585,334
|
|
|
$
|
67
|
|
|
1,585,334
|
|
|
21,999,353
|
|
December 1 to December 31
|
|
1,084,727
|
|
|
$
|
69
|
|
|
1,084,727
|
|
|
20,942,189
|
|
Total
|
|
3,337,607
|
|
|
$
|
67
|
|
|
3,337,607
|
|
|
|
|
|
2009 ($)
|
|
2010 ($)
|
|
2011 ($)
|
|
2012 ($)
|
|
2013 ($)
|
|
2014 ($)
|
||||||
Harley-Davidson, Inc.
|
|
100
|
|
|
140
|
|
|
158
|
|
|
202
|
|
|
290
|
|
|
281
|
|
Standard & Poor’s MidCap 400 Index
|
|
100
|
|
|
127
|
|
|
124
|
|
|
147
|
|
|
193
|
|
|
209
|
|
Standard & Poor’s 500 Index
|
|
100
|
|
|
115
|
|
|
118
|
|
|
136
|
|
|
180
|
|
|
205
|
|
(In thousands, except per share amounts)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
(1)
|
||||||||||
Statement of income data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Motorcycles & Related Products
|
|
$
|
5,567,681
|
|
|
$
|
5,258,290
|
|
|
$
|
4,942,582
|
|
|
$
|
4,662,264
|
|
|
$
|
4,176,627
|
|
Financial Services
|
|
660,827
|
|
|
641,582
|
|
|
637,924
|
|
|
649,449
|
|
|
682,709
|
|
|||||
Total revenue
|
|
$
|
6,228,508
|
|
|
$
|
5,899,872
|
|
|
$
|
5,580,506
|
|
|
$
|
5,311,713
|
|
|
$
|
4,859,336
|
|
Income from continuing operations
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
|
$
|
548,078
|
|
|
$
|
259,669
|
|
Income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,036
|
|
|
(113,124
|
)
|
|||||
Net income
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
|
$
|
599,114
|
|
|
$
|
146,545
|
|
Weighted-average common shares:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
216,305
|
|
|
222,475
|
|
|
227,119
|
|
|
232,889
|
|
|
233,312
|
|
|||||
Diluted
|
|
217,706
|
|
|
224,071
|
|
|
229,229
|
|
|
234,918
|
|
|
234,787
|
|
|||||
Earnings per common share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.90
|
|
|
$
|
3.30
|
|
|
$
|
2.75
|
|
|
$
|
2.35
|
|
|
$
|
1.11
|
|
Diluted
|
|
$
|
3.88
|
|
|
$
|
3.28
|
|
|
$
|
2.72
|
|
|
$
|
2.33
|
|
|
$
|
1.11
|
|
Earnings (loss) per common share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
|
$
|
(0.48
|
)
|
Diluted
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
|
$
|
(0.48
|
)
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.90
|
|
|
$
|
3.30
|
|
|
$
|
2.75
|
|
|
$
|
2.57
|
|
|
$
|
0.63
|
|
Diluted
|
|
$
|
3.88
|
|
|
$
|
3.28
|
|
|
$
|
2.72
|
|
|
$
|
2.55
|
|
|
$
|
0.62
|
|
Dividends paid per common share
|
|
$
|
1.100
|
|
|
$
|
0.840
|
|
|
$
|
0.620
|
|
|
$
|
0.475
|
|
|
$
|
0.400
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
9,528,097
|
|
|
$
|
9,405,040
|
|
|
$
|
9,170,773
|
|
|
$
|
9,674,164
|
|
|
$
|
9,430,740
|
|
Total debt
|
|
$
|
5,504,629
|
|
|
$
|
5,259,170
|
|
|
$
|
5,102,649
|
|
|
$
|
5,722,619
|
|
|
$
|
5,752,356
|
|
Total equity
|
|
$
|
2,909,286
|
|
|
$
|
3,009,486
|
|
|
$
|
2,557,624
|
|
|
$
|
2,420,256
|
|
|
$
|
2,206,866
|
|
(1)
|
The Company began consolidating formerly off-balance sheet qualifying special purpose entities as required by the new guidance within Accounting Standards Codification (ASC) Topic 810, “Consolidations” and ASC Topic 860, “Transfers and Servicing” in 2010.
|
(1)
|
Note Regarding Forward-Looking Statements
|
•
|
The strong appeal of the Harley-Davidson brand
|
•
|
Great model-year 2015 and 2016 motorcycles
|
•
|
Full-year Road Glide availability
|
•
|
Improving availability and expanding distribution of the new Street motorcycles
|
•
|
Continuing outreach momentum in the United States
|
•
|
International expansion
|
(in thousands, except earnings per share)
|
|
2014
|
|
2013
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||
Operating income from Motorcycles & Related Products
|
|
$
|
1,003,147
|
|
|
$
|
870,609
|
|
|
$
|
132,538
|
|
|
15.2
|
%
|
Operating income from Financial Services
|
|
277,836
|
|
|
283,093
|
|
|
(5,257
|
)
|
|
(1.9
|
)%
|
|||
Operating income
|
|
1,280,983
|
|
|
1,153,702
|
|
|
127,281
|
|
|
11.0
|
%
|
|||
Investment income
|
|
6,499
|
|
|
5,859
|
|
|
640
|
|
|
10.9
|
%
|
|||
Interest expense
|
|
4,162
|
|
|
45,256
|
|
|
(41,094
|
)
|
|
(90.8
|
)%
|
|||
Income before income taxes
|
|
1,283,320
|
|
|
1,114,305
|
|
|
169,015
|
|
|
15.2
|
%
|
|||
Provision for income taxes
|
|
438,709
|
|
|
380,312
|
|
|
58,397
|
|
|
15.4
|
%
|
|||
Net income
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
110,618
|
|
|
15.1
|
%
|
Diluted earnings per share
|
|
$
|
3.88
|
|
|
$
|
3.28
|
|
|
$
|
0.60
|
|
|
18.3
|
%
|
|
|
2014
|
|
2013
|
|
Increase
(Decrease)
|
|
%
Change
|
||||
North America Region
|
|
|
|
|
|
|
|
|
||||
United States
|
|
171,079
|
|
|
168,863
|
|
|
2,216
|
|
|
1.3
|
%
|
Canada
|
|
9,871
|
|
|
11,062
|
|
|
(1,191
|
)
|
|
(10.8
|
)
|
Total North America Region
|
|
180,950
|
|
|
179,925
|
|
|
1,025
|
|
|
0.6
|
|
Europe, Middle East and Africa Region (EMEA)
|
|
|
|
|
|
|
|
|
||||
Europe
(b)
|
|
38,491
|
|
|
36,076
|
|
|
2,415
|
|
|
6.7
|
|
Other
|
|
6,832
|
|
|
6,533
|
|
|
299
|
|
|
4.6
|
|
Total EMEA Region
|
|
45,323
|
|
|
42,609
|
|
|
2,714
|
|
|
6.4
|
|
Asia Pacific Region
|
|
|
|
|
|
|
|
|
||||
Japan
|
|
10,775
|
|
|
10,751
|
|
|
24
|
|
|
0.2
|
|
Other
|
|
19,299
|
|
|
16,139
|
|
|
3,160
|
|
|
19.6
|
|
Total Asia Pacific Region
|
|
30,074
|
|
|
26,890
|
|
|
3,184
|
|
|
11.8
|
|
Latin America Region
|
|
11,652
|
|
|
11,415
|
|
|
237
|
|
|
2.1
|
|
Total Worldwide Retail Sales
|
|
267,999
|
|
|
260,839
|
|
|
7,160
|
|
|
2.7
|
%
|
Total International Retail Sales
|
|
96,920
|
|
|
91,976
|
|
|
4,944
|
|
|
5.4
|
%
|
(a)
|
Data source for retail sales figures shown above is new 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.
|
(b)
|
Data for Europe include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
|
|
|
2014
|
|
2013
|
|
Increase
|
|
%
Change
|
||||
United States
(b)
|
|
313,627
|
|
|
305,852
|
|
|
7,775
|
|
|
2.5
|
%
|
Europe
(c)
|
|
319,801
|
|
|
281,844
|
|
|
37,957
|
|
|
13.5
|
%
|
(a)
|
Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.
|
(b)
|
United States industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update. Prior periods have been adjusted to include all dual purpose models that were previously excluded.
|
(c)
|
Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data includes 601+cc models derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third-party data is subject to revision and update.
|
|
|
2014
|
|
2013
|
|
Unit
|
|
Unit
|
||||||||||
|
|
Units
|
|
Mix %
|
|
Units
|
|
Mix %
|
|
Increase (Decrease)
|
|
%
Change |
||||||
United States
|
|
173,994
|
|
|
64.3
|
%
|
|
167,016
|
|
|
64.1
|
%
|
|
6,978
|
|
|
4.2
|
%
|
International
|
|
96,732
|
|
|
35.7
|
%
|
|
93,455
|
|
|
35.9
|
%
|
|
3,277
|
|
|
3.5
|
|
Harley-Davidson motorcycle units
|
|
270,726
|
|
|
100.0
|
%
|
|
260,471
|
|
|
100.0
|
%
|
|
10,255
|
|
|
3.9
|
%
|
Touring motorcycle units
|
|
122,481
|
|
|
45.2
|
%
|
|
107,213
|
|
|
41.2
|
%
|
|
15,268
|
|
|
14.2
|
%
|
Custom motorcycle units
(a)
|
|
91,426
|
|
|
33.8
|
%
|
|
102,950
|
|
|
39.5
|
%
|
|
(11,524
|
)
|
|
(11.2
|
)
|
Sportster
®
/ Street motorcycle units
(b)
|
|
56,819
|
|
|
21.0
|
%
|
|
50,308
|
|
|
19.3
|
%
|
|
6,511
|
|
|
12.9
|
|
Harley-Davidson motorcycle units
|
|
270,726
|
|
|
100.0
|
%
|
|
260,471
|
|
|
100.0
|
%
|
|
10,255
|
|
|
3.9
|
%
|
(a)
|
Custom motorcycle units, as used in this table, include Dyna
®
, Softail
®
, V-Rod
®
and CVO models.
|
(b)
|
Initial shipments of Street motorcycle units began during the first quarter of 2014.
|
|
|
2014
|
|
2013
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Motorcycles
|
|
$
|
4,385,863
|
|
|
$
|
4,067,510
|
|
|
$
|
318,353
|
|
|
7.8
|
%
|
Parts & Accessories
|
|
875,019
|
|
|
873,075
|
|
|
1,944
|
|
|
0.2
|
|
|||
General Merchandise
|
|
284,826
|
|
|
295,854
|
|
|
(11,028
|
)
|
|
(3.7
|
)
|
|||
Other
|
|
21,973
|
|
|
21,851
|
|
|
122
|
|
|
0.6
|
|
|||
Total revenue
|
|
5,567,681
|
|
|
5,258,290
|
|
|
309,391
|
|
|
5.9
|
|
|||
Cost of goods sold
|
|
3,542,601
|
|
|
3,395,918
|
|
|
146,683
|
|
|
4.3
|
|
|||
Gross profit
|
|
2,025,080
|
|
|
1,862,372
|
|
|
162,708
|
|
|
8.7
|
|
|||
Selling & administrative expense
|
|
887,333
|
|
|
847,927
|
|
|
39,406
|
|
|
4.6
|
|
|||
Engineering expense
|
|
134,600
|
|
|
145,967
|
|
|
(11,367
|
)
|
|
(7.8
|
)
|
|||
Restructuring benefit
|
|
—
|
|
|
(2,131
|
)
|
|
2,131
|
|
|
(100.0
|
)
|
|||
Operating expense
|
|
1,021,933
|
|
|
991,763
|
|
|
30,170
|
|
|
3.0
|
|
|||
Operating income from Motorcycles
|
|
$
|
1,003,147
|
|
|
$
|
870,609
|
|
|
$
|
132,538
|
|
|
15.2
|
%
|
|
|
Net
Revenue
|
|
Cost of
Goods
Sold
|
|
Gross
Profit
|
||||||
2013
|
|
$
|
5,259
|
|
|
$
|
3,397
|
|
|
$
|
1,862
|
|
Volume
|
|
124
|
|
|
85
|
|
|
39
|
|
|||
Price
|
|
166
|
|
|
119
|
|
|
47
|
|
|||
Foreign currency exchange rates and hedging
|
|
(31
|
)
|
|
(19
|
)
|
|
(12
|
)
|
|||
Shipment mix
|
|
50
|
|
|
(16
|
)
|
|
66
|
|
|||
Raw material prices
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Manufacturing costs
|
|
—
|
|
|
(24
|
)
|
|
24
|
|
|||
Total
|
|
309
|
|
|
146
|
|
|
163
|
|
|||
2014
|
|
$
|
5,568
|
|
|
$
|
3,543
|
|
|
$
|
2,025
|
|
•
|
Volume increases were driven by the increase in wholesale motorcycle shipments and parts and accessories sales, partially offset by lower sales volumes for general merchandise. General merchandise revenue was adversely impacted in 2014 by a SKU reduction plan across the apparel offering focused on transforming the retail customer experience with a more targeted assortment of popular styles.
|
•
|
On average, wholesale prices on the Company’s 2014 and 2015 model-year motorcycles are higher than the preceding model-year resulting in the favorable impact on revenue during the period. The revenue favorability resulting from model-year price increases was partially offset by an increase in cost related to the significant additional content added to the 2014 and 2015 model-year motorcycles.
|
•
|
Net revenue and gross profit were negatively impacted by a devaluation in the Company's key foreign currencies compared to the U.S. dollar, primarily the Euro, Japanese yen, Brazilian real and Australian dollar, which together declined approximately 3% on a weighted-average basis in 2014 compared to 2013.
|
•
|
Shipment mix changes between motorcycle families positively impacted net revenue and gross profit as a result of a higher mix of Touring motorcycles which was partially offset by an increase in Street motorcycle shipments. Shipment mix also benefited from favorable model mix within motorcycle families, as well as, favorable mix within the parts and accessories and general merchandise product lines. For the first quarter of 2015, the Company expects mix to adversely impact margin driven by an expected increase in Street motorcycle shipments
(1)
.
|
•
|
Raw material prices were slightly higher in 2014 relative to 2013.
|
•
|
Manufacturing costs for 2014 benefited from increased year-over-year production, restructuring savings, lower temporary inefficiencies and lower pension costs compared to 2013. The manufacturing cost benefits were partially offset by start-up costs of approximately $15.3 million associated with the launch of the Street platform of motorcycles.
|
|
|
2014
|
|
2013
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||
Interest income
|
|
$
|
594,990
|
|
|
$
|
583,174
|
|
|
$
|
11,816
|
|
|
2.0
|
%
|
Other income
|
|
65,837
|
|
|
58,408
|
|
|
7,429
|
|
|
12.7
|
|
|||
Financial services revenue
|
|
660,827
|
|
|
641,582
|
|
|
19,245
|
|
|
3.0
|
|
|||
Interest expense
|
|
164,476
|
|
|
165,491
|
|
|
(1,015
|
)
|
|
(0.6
|
)
|
|||
Provision for credit losses
|
|
80,946
|
|
|
60,008
|
|
|
20,938
|
|
|
34.9
|
|
|||
Operating expenses
|
|
137,569
|
|
|
132,990
|
|
|
4,579
|
|
|
3.4
|
|
|||
Financial Services expense
|
|
382,991
|
|
|
358,489
|
|
|
24,502
|
|
|
6.8
|
|
|||
Operating income from Financial Services
|
|
$
|
277,836
|
|
|
$
|
283,093
|
|
|
$
|
(5,257
|
)
|
|
(1.9
|
)%
|
|
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
|
$
|
110,693
|
|
|
$
|
107,667
|
|
Provision for credit losses
|
|
80,946
|
|
|
60,008
|
|
||
Charge-offs, net of recoveries
|
|
(64,275
|
)
|
|
(56,982
|
)
|
||
Balance, end of period
|
|
$
|
127,364
|
|
|
$
|
110,693
|
|
(in thousands, except earnings per share)
|
|
2013
|
|
2012
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||
Operating income from Motorcycles & Related Products
|
|
$
|
870,609
|
|
|
$
|
715,489
|
|
|
$
|
155,120
|
|
|
21.7
|
%
|
Operating income from Financial Services
|
|
283,093
|
|
|
284,687
|
|
|
(1,594
|
)
|
|
(0.6
|
)%
|
|||
Operating income
|
|
1,153,702
|
|
|
1,000,176
|
|
|
153,526
|
|
|
15.3
|
%
|
|||
Investment income
|
|
5,859
|
|
|
7,369
|
|
|
(1,510
|
)
|
|
(20.5
|
)%
|
|||
Interest expense
|
|
45,256
|
|
|
46,033
|
|
|
(777
|
)
|
|
(1.7
|
)%
|
|||
Income before income taxes
|
|
1,114,305
|
|
|
961,512
|
|
|
152,793
|
|
|
15.9
|
%
|
|||
Provision for income taxes
|
|
380,312
|
|
|
337,587
|
|
|
42,725
|
|
|
12.7
|
%
|
|||
Net income
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
|
$
|
110,068
|
|
|
17.6
|
%
|
Diluted earnings per share
|
|
$
|
3.28
|
|
|
$
|
2.72
|
|
|
$
|
0.56
|
|
|
20.6
|
%
|
|
|
2013
|
|
2012
|
|
Increase
(Decrease)
|
|
%
Change
|
||||
North America Region
|
|
|
|
|
|
|
|
|
||||
United States
|
|
168,863
|
|
|
161,678
|
|
|
7,185
|
|
|
4.4
|
%
|
Canada
|
|
11,062
|
|
|
10,573
|
|
|
489
|
|
|
4.6
|
|
Total North America Region
|
|
179,925
|
|
|
172,251
|
|
|
7,674
|
|
|
4.5
|
|
Europe, Middle East and Africa Region (EMEA)
|
|
|
|
|
|
|
|
|
||||
Europe
(b)
|
|
36,076
|
|
|
37,027
|
|
|
(951
|
)
|
|
(2.6
|
)
|
Other
|
|
6,533
|
|
|
6,000
|
|
|
533
|
|
|
8.9
|
|
Total EMEA Region
|
|
42,609
|
|
|
43,027
|
|
|
(418
|
)
|
|
(1.0
|
)
|
Asia Pacific Region
|
|
|
|
|
|
|
|
|
||||
Japan
|
|
10,751
|
|
|
10,642
|
|
|
109
|
|
|
1.0
|
|
Other
|
|
16,139
|
|
|
13,839
|
|
|
2,300
|
|
|
16.6
|
|
Total Asia Pacific Region
|
|
26,890
|
|
|
24,481
|
|
|
2,409
|
|
|
9.8
|
|
Latin America Region
|
|
11,415
|
|
|
10,090
|
|
|
1,325
|
|
|
13.1
|
|
Total Worldwide Retail Sales
|
|
260,839
|
|
|
249,849
|
|
|
10,990
|
|
|
4.4
|
%
|
Total International Retail Sales
|
|
91,976
|
|
|
88,171
|
|
|
3,805
|
|
|
4.3
|
%
|
(a)
|
Data source for retail sales figures shown above is new 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.
|
(b)
|
Data for Europe include Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
|
(a)
|
Data includes on-road 601+cc models. On-road 601+cc models include on-highway and dual purpose models and three-wheeled vehicles.
|
(b)
|
United States industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update. Prior periods have been adjusted to include all dual purpose models that were previously excluded.
|
(c)
|
Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data includes 601+cc models derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third-party data is subject to revision and update.
|
|
|
2013
|
|
2012
|
|
Unit
|
|
Unit
|
||||||||||
|
|
Units
|
|
Mix %
|
|
Units
|
|
Mix %
|
|
Increase (Decrease)
|
|
%
Change |
||||||
United States
|
|
167,016
|
|
|
64.1
|
%
|
|
160,477
|
|
|
64.8
|
%
|
|
6,539
|
|
|
4.1
|
%
|
International
|
|
93,455
|
|
|
35.9
|
%
|
|
87,148
|
|
|
35.2
|
%
|
|
6,307
|
|
|
7.2
|
|
Harley-Davidson motorcycle units
|
|
260,471
|
|
|
100.0
|
%
|
|
247,625
|
|
|
100.0
|
%
|
|
12,846
|
|
|
5.2
|
%
|
Touring motorcycle units
|
|
107,213
|
|
|
41.2
|
%
|
|
99,496
|
|
|
40.2
|
%
|
|
7,717
|
|
|
7.8
|
%
|
Custom motorcycle units
(a)
|
|
102,950
|
|
|
39.5
|
%
|
|
96,425
|
|
|
38.9
|
%
|
|
6,525
|
|
|
6.8
|
|
Sportster
®
motorcycle units
|
|
50,308
|
|
|
19.3
|
%
|
|
51,704
|
|
|
20.9
|
%
|
|
(1,396
|
)
|
|
(2.7
|
)
|
Harley-Davidson motorcycle units
|
|
260,471
|
|
|
100.0
|
%
|
|
247,625
|
|
|
100.0
|
%
|
|
12,846
|
|
|
5.2
|
%
|
(a)
|
Custom motorcycle units, as used in this table, include Dyna
®
, Softail
®
, V-Rod
®
and CVO models.
|
|
|
2013
|
|
2012
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Motorcycles
|
|
$
|
4,067,510
|
|
|
$
|
3,764,794
|
|
|
$
|
302,716
|
|
|
8.0
|
%
|
Parts & Accessories
|
|
873,075
|
|
|
859,945
|
|
|
13,130
|
|
|
1.5
|
|
|||
General Merchandise
|
|
295,854
|
|
|
299,403
|
|
|
(3,549
|
)
|
|
(1.2
|
)
|
|||
Other
|
|
21,851
|
|
|
18,440
|
|
|
3,411
|
|
|
18.5
|
|
|||
Total revenue
|
|
5,258,290
|
|
|
4,942,582
|
|
|
315,708
|
|
|
6.4
|
|
|||
Cost of goods sold
|
|
3,395,918
|
|
|
3,222,394
|
|
|
173,524
|
|
|
5.4
|
|
|||
Gross profit
|
|
1,862,372
|
|
|
1,720,188
|
|
|
142,184
|
|
|
8.3
|
|
|||
Selling & administrative expense
|
|
847,927
|
|
|
846,894
|
|
|
1,033
|
|
|
0.1
|
|
|||
Engineering expense
|
|
145,967
|
|
|
129,330
|
|
|
16,637
|
|
|
12.9
|
|
|||
Restructuring (benefit) expense
|
|
(2,131
|
)
|
|
28,475
|
|
|
(30,606
|
)
|
|
(107.5
|
)
|
|||
Operating expense
|
|
991,763
|
|
|
1,004,699
|
|
|
(12,936
|
)
|
|
(1.3
|
)
|
|||
Operating income from Motorcycles
|
|
$
|
870,609
|
|
|
$
|
715,489
|
|
|
$
|
155,120
|
|
|
21.7
|
%
|
|
|
Net
Revenue
|
|
Cost of
Goods
Sold
|
|
Gross
Profit
|
||||||
2012
|
|
$
|
4,943
|
|
|
$
|
3,223
|
|
|
$
|
1,720
|
|
Volume
|
|
230
|
|
|
159
|
|
|
71
|
|
|||
Price
|
|
88
|
|
|
44
|
|
|
44
|
|
|||
Foreign currency exchange rates and hedging
|
|
(56
|
)
|
|
(17
|
)
|
|
(39
|
)
|
|||
Shipment mix
|
|
54
|
|
|
32
|
|
|
22
|
|
|||
Raw material prices
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
|||
Manufacturing costs
|
|
—
|
|
|
(36
|
)
|
|
36
|
|
|||
Total
|
|
316
|
|
|
174
|
|
|
142
|
|
|||
2013
|
|
$
|
5,259
|
|
|
$
|
3,397
|
|
|
$
|
1,862
|
|
•
|
Volume increases were driven by the increase in wholesale shipments of motorcycle units as well as higher sales volumes for Parts & Accessories partially offset by lower General Merchandise sales volumes.
|
•
|
On average, wholesale prices on the Company’s 2013 and 2014 model-year motorcycles were higher than the preceding model-years resulting in the favorable impact on revenue and gross profit during the period. The impact of revenue favorability resulting from model-year price increases was partially offset by an increase in cost related to the significant additional content added to the 2014 model-year motorcycles.
|
•
|
Foreign currency exchange rates during 2013 resulted in a negative impact on net revenue and gross profit primarily as a result of devaluation in the Japanese yen, Australian dollar and Brazilian real.
|
•
|
Shipment mix changes resulted primarily from favorable product mix changes between motorcycle platforms.
|
•
|
Raw material prices were lower in 2013 relative to 2012 primarily due to lower metal costs.
|
•
|
Manufacturing costs for 2013 benefited from savings related to restructuring initiatives, lower temporary inefficiencies and increased year-over-year production, partially offset by approximately $7 million of higher start-up costs for the new model-year driven by the significant level of content added to the new models. Temporary inefficiencies associated with the Company’s restructuring activities were $15 million in 2013 compared to $33 million in 2012. With the completion of the restructuring activities, the Company has significantly reduced its fixed cost structure, and therefore improved the overall profitability of the Company. At the start of restructuring, motorcycle fixed costs were in the range of 20% to 25% of total motorcycle manufacturing costs.
|
|
|
2013
|
|
2012
|
|
(Decrease)
Increase
|
|
%
Change
|
|||||||
Interest income
|
|
$
|
583,174
|
|
|
$
|
583,700
|
|
|
$
|
(526
|
)
|
|
(0.1
|
)%
|
Other income
|
|
58,408
|
|
|
54,224
|
|
|
4,184
|
|
|
7.7
|
|
|||
Financial services revenue
|
|
641,582
|
|
|
637,924
|
|
|
3,658
|
|
|
0.6
|
|
|||
Interest expense
|
|
165,491
|
|
|
195,990
|
|
|
(30,499
|
)
|
|
(15.6
|
)
|
|||
Provision for credit losses
|
|
60,008
|
|
|
22,239
|
|
|
37,769
|
|
|
169.8
|
|
|||
Operating expenses
|
|
132,990
|
|
|
135,008
|
|
|
(2,018
|
)
|
|
(1.5
|
)
|
|||
Financial Services expense
|
|
358,489
|
|
|
353,237
|
|
|
5,252
|
|
|
1.5
|
|
|||
Operating income from Financial Services
|
|
$
|
283,093
|
|
|
$
|
284,687
|
|
|
$
|
(1,594
|
)
|
|
(0.6
|
)%
|
|
|
2013
|
|
2012
|
||||
Balance, beginning of period
|
|
$
|
107,667
|
|
|
$
|
125,449
|
|
Provision for credit losses
|
|
60,008
|
|
|
22,239
|
|
||
Charge-offs, net of recoveries
|
|
(56,982
|
)
|
|
(40,021
|
)
|
||
Balance, end of period
|
|
$
|
110,693
|
|
|
$
|
107,667
|
|
|
|
Amounts based
on current
assumptions
|
|
Impact of a 1%
decrease in the
discount rate
|
|
Impact of a 1%
decrease in the
expected
return on assets
|
|
Impact of a 1%
increase in the
healthcare
cost trend rate
|
||||||||
2014 Net periodic benefit costs
|
|
|
|
|
|
|
|
|
||||||||
Pension and SERPA
|
|
$
|
19,369
|
|
|
$
|
24,624
|
|
|
$
|
17,648
|
|
|
n/a
|
|
|
Postretirement healthcare
|
|
$
|
14,340
|
|
|
$
|
1,256
|
|
|
$
|
1,354
|
|
|
$
|
1,587
|
|
2014 Benefit obligations
|
|
|
|
|
|
|
|
|
||||||||
Pension and SERPA
|
|
$
|
2,069,980
|
|
|
$
|
389,051
|
|
|
n/a
|
|
|
n/a
|
|
||
Postretirement healthcare
|
|
$
|
361,006
|
|
|
$
|
35,859
|
|
|
n/a
|
|
|
$
|
12,909
|
|
|
|
2015
|
|
2016 - 2017
|
|
2018 - 2019
|
|
Thereafter
|
|
Total
|
||||||||||
Principal payments on debt
|
|
$
|
1,743,101
|
|
|
$
|
1,881,246
|
|
|
$
|
1,880,282
|
|
|
$
|
—
|
|
|
$
|
5,504,629
|
|
Interest payments on debt
|
|
132,530
|
|
|
195,395
|
|
|
58,531
|
|
|
—
|
|
|
386,456
|
|
|||||
Operating lease payments
|
|
12,309
|
|
|
16,325
|
|
|
10,813
|
|
|
15,955
|
|
|
55,402
|
|
|||||
|
|
$
|
1,887,940
|
|
|
$
|
2,092,966
|
|
|
$
|
1,949,626
|
|
|
$
|
15,955
|
|
|
$
|
5,946,487
|
|
|
|
December 31,
2014 |
||
Cash and cash equivalents
|
|
$
|
906,680
|
|
Current marketable securities
|
|
57,325
|
|
|
Total cash and cash equivalents and marketable securities
|
|
964,005
|
|
|
|
|
|
||
Global credit facilities
|
|
618,214
|
|
|
Asset-backed U.S commercial paper conduit facility
(a)
|
|
600,000
|
|
|
Asset-backed Canadian commercial paper conduit facility
(b)
|
|
5,508
|
|
|
Total availability under credit facilities
|
|
1,223,722
|
|
|
Total
|
|
$
|
2,187,727
|
|
(a)
|
The U.S. commercial paper conduit facility expires on October 30, 2015. The Company anticipates that it will renew this facility prior to expiration
(1)
.
|
(b)
|
The Canadian commercial paper conduit facility expires on June 30, 2015 and is limited to Canadian denominated borrowings. The Company anticipates that it will renew this facility prior to expiration.
(1)
.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities
|
|
$
|
1,146,677
|
|
|
$
|
977,093
|
|
|
$
|
801,458
|
|
Net cash used by investing activities
|
|
(744,650
|
)
|
|
(568,867
|
)
|
|
(261,311
|
)
|
|||
Net cash used by financing activities
|
|
(536,096
|
)
|
|
(393,209
|
)
|
|
(990,073
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(25,863
|
)
|
|
(16,543
|
)
|
|
(8,886
|
)
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
(159,932
|
)
|
|
$
|
(1,526
|
)
|
|
$
|
(458,812
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Unsecured commercial paper
|
|
$
|
731,786
|
|
|
$
|
666,317
|
|
|
$
|
294,943
|
|
Asset-backed Canadian commercial paper conduit facility
|
|
166,912
|
|
|
174,241
|
|
|
175,658
|
|
|||
Medium-term notes
|
|
3,334,398
|
|
|
2,858,980
|
|
|
2,881,272
|
|
|||
Senior unsecured notes
|
|
—
|
|
|
303,000
|
|
|
303,000
|
|
|||
Term asset-backed securitization debt
|
|
1,271,533
|
|
|
1,256,632
|
|
|
1,447,776
|
|
|||
Total debt
|
|
$
|
5,504,629
|
|
|
$
|
5,259,170
|
|
|
$
|
5,102,649
|
|
Principal Amount
|
|
Rate
|
|
Issue Date
|
|
Maturity Date
|
$600,000
|
|
1.15%
|
|
September 2012
|
|
September 2015
|
$450,000
|
|
3.875%
|
|
March 2011
|
|
March 2016
|
$400,000
|
|
2.70%
|
|
January 2012
|
|
March 2017
|
$400,000
|
|
1.55%
|
|
November 2014
|
|
November 2017
|
$887,958
|
|
6.80%
|
|
May 2008
|
|
June 2018
|
$600,000
|
|
2.40%
|
|
September 2014
|
|
September 2019
|
Principal Amount
|
|
Issue Date
|
|
Maturity Date
|
$300,000
|
|
June 2013
|
|
April 2014 *
|
$150,000
|
|
September 2013
|
|
April 2014 *
|
$300,000
|
|
April 2014
|
|
April 2015 **
|
$250,000
|
|
June 2014
|
|
September 2014 *
|
$150,000
|
|
September 2014
|
|
April 2015 *
|
Principal Amount
|
|
Issue Date
|
|
Maturity Date
|
$300,000
|
|
March 2013
|
|
April 2013 *
|
$100,000
|
|
September 2013
|
|
November 2013 *
|
$300,000
|
|
June 2013
|
|
April 2014
|
$150,000
|
|
September 2013
|
|
April 2014
|
•
|
assume or incur certain liens;
|
•
|
participate in certain mergers, consolidations, liquidations or dissolutions; and
|
•
|
purchase or hold margin stock.
|
(i)
|
execute its business strategy,
|
(ii)
|
manage through changes in general economic conditions, including changing capital, credit and retail markets, and political events,
|
(iii)
|
adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices,
|
(iv)
|
continue to develop the capabilities of its distributors and dealers and manage the risks that our independent dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand,
|
(v)
|
manage risks that arise through expanding international manufacturing, operations and sales,
|
(vi)
|
manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles,
|
(vii)
|
manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations,
|
(viii)
|
manage supply chain issues, including any unexpected interruptions or price increases caused by raw material shortages or natural disasters,
|
(ix)
|
detect any issues with the Company's motorcycles or manufacturing processes to avoid delays in new model launches, recall campaigns, increased warranty costs or litigation,
|
(x)
|
develop and implement sales and marketing plans that retain existing retail customers and attract new retail customers in an increasingly competitive marketplace,
|
(xi)
|
implement and manage enterprise-wide information technology solutions, including solutions at its manufacturing facilities, and secure data contained in those systems,
|
(xii)
|
develop and introduce products, services and experiences that are successful in the marketplace,
|
(xiii)
|
continue to realize production efficiencies at its production facilities and manage operating costs including materials, labor and overhead,
|
(xiv)
|
execute its flexible production strategy,
|
(xv)
|
balance production volumes for its new motorcycles with consumer demand,
|
(xvi)
|
continue to manage the relationships and agreements that it has with its labor unions to help drive long-term competitiveness,
|
(xvii)
|
adjust to healthcare inflation and reform, pension reform and tax changes,
|
(xviii)
|
retain and attract talented employees,
|
(xix)
|
continue to have access to reliable sources of capital funding and adjust to fluctuations in the cost of capital, and
|
(xx)
|
manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS’ loan portfolio.
|
|
|
|
Page
|
Supplementary data
|
|
|
|
|
Keith E. Wandell
|
|
John A. Olin
|
Chairman, President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Motorcycles and Related Products
|
|
$
|
5,567,681
|
|
|
$
|
5,258,290
|
|
|
$
|
4,942,582
|
|
Financial Services
|
|
660,827
|
|
|
641,582
|
|
|
637,924
|
|
|||
Total revenue
|
|
6,228,508
|
|
|
5,899,872
|
|
|
5,580,506
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Motorcycles and Related Products cost of goods sold
|
|
3,542,601
|
|
|
3,395,918
|
|
|
3,222,394
|
|
|||
Financial Services interest expense
|
|
164,476
|
|
|
165,491
|
|
|
195,990
|
|
|||
Financial Services provision for credit losses
|
|
80,946
|
|
|
60,008
|
|
|
22,239
|
|
|||
Selling, administrative and engineering expense
|
|
1,159,502
|
|
|
1,126,884
|
|
|
1,111,232
|
|
|||
Restructuring (benefit) expense
|
|
—
|
|
|
(2,131
|
)
|
|
28,475
|
|
|||
Total costs and expenses
|
|
4,947,525
|
|
|
4,746,170
|
|
|
4,580,330
|
|
|||
Operating income
|
|
1,280,983
|
|
|
1,153,702
|
|
|
1,000,176
|
|
|||
Investment income
|
|
6,499
|
|
|
5,859
|
|
|
7,369
|
|
|||
Interest expense
|
|
4,162
|
|
|
45,256
|
|
|
46,033
|
|
|||
Income before provision for income taxes
|
|
1,283,320
|
|
|
1,114,305
|
|
|
961,512
|
|
|||
Provision for income taxes
|
|
438,709
|
|
|
380,312
|
|
|
337,587
|
|
|||
Net income
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.90
|
|
|
$
|
3.30
|
|
|
$
|
2.75
|
|
Diluted
|
|
$
|
3.88
|
|
|
$
|
3.28
|
|
|
$
|
2.72
|
|
Cash dividends per common share
|
|
$
|
1.10
|
|
|
$
|
0.84
|
|
|
$
|
0.62
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(36,808
|
)
|
|
(18,009
|
)
|
|
1,400
|
|
|||
Derivative financial instruments
|
|
20,722
|
|
|
2,157
|
|
|
(10,144
|
)
|
|||
Marketable securities
|
|
(424
|
)
|
|
(953
|
)
|
|
350
|
|
|||
Pension and postretirement benefit plans
|
|
(165,757
|
)
|
|
291,807
|
|
|
(122,551
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
|
(182,267
|
)
|
|
275,002
|
|
|
(130,945
|
)
|
|||
Comprehensive income
|
|
$
|
662,344
|
|
|
$
|
1,008,995
|
|
|
$
|
492,980
|
|
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
906,680
|
|
|
$
|
1,066,612
|
|
Marketable securities
|
|
57,325
|
|
|
99,009
|
|
||
Accounts receivable, net
|
|
247,621
|
|
|
261,065
|
|
||
Finance receivables, net
|
|
1,916,635
|
|
|
1,773,686
|
|
||
Inventories
|
|
448,871
|
|
|
424,507
|
|
||
Restricted cash
|
|
98,627
|
|
|
144,807
|
|
||
Deferred income taxes
|
|
89,916
|
|
|
103,625
|
|
||
Other current assets
|
|
182,420
|
|
|
115,492
|
|
||
Total current assets
|
|
3,948,095
|
|
|
3,988,803
|
|
||
Finance receivables, net
|
|
4,516,246
|
|
|
4,225,877
|
|
||
Property, plant and equipment, net
|
|
883,077
|
|
|
842,477
|
|
||
Prepaid pension costs
|
|
—
|
|
|
244,871
|
|
||
Goodwill
|
|
27,752
|
|
|
30,452
|
|
||
Deferred income taxes
|
|
77,835
|
|
|
3,339
|
|
||
Other long-term assets
|
|
75,092
|
|
|
69,221
|
|
||
|
|
$
|
9,528,097
|
|
|
$
|
9,405,040
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
196,868
|
|
|
$
|
239,794
|
|
Accrued liabilities
|
|
449,317
|
|
|
427,335
|
|
||
Short-term debt
|
|
731,786
|
|
|
666,317
|
|
||
Current portion of long-term debt
|
|
1,011,315
|
|
|
1,176,140
|
|
||
Total current liabilities
|
|
2,389,286
|
|
|
2,509,586
|
|
||
Long-term debt
|
|
3,761,528
|
|
|
3,416,713
|
|
||
Pension liability
|
|
76,186
|
|
|
36,371
|
|
||
Postretirement healthcare liability
|
|
203,006
|
|
|
216,165
|
|
||
Deferred income taxes
|
|
—
|
|
|
49,499
|
|
||
Other long-term liabilities
|
|
188,805
|
|
|
167,220
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, none issued
|
|
—
|
|
|
—
|
|
||
Common stock, 344,174,653 and 343,157,231 shares issued, respectively
|
|
3,442
|
|
|
3,432
|
|
||
Additional paid-in-capital
|
|
1,265,257
|
|
|
1,175,052
|
|
||
Retained earnings
|
|
8,459,040
|
|
|
7,852,729
|
|
||
Accumulated other comprehensive loss
|
|
(514,943
|
)
|
|
(332,676
|
)
|
||
Treasury stock (132,297,840 and 123,197,976 shares, respectively), at cost
|
|
(6,303,510
|
)
|
|
(5,689,051
|
)
|
||
Total shareholders’ equity
|
|
2,909,286
|
|
|
3,009,486
|
|
||
|
|
$
|
9,528,097
|
|
|
$
|
9,405,040
|
|
|
|
2014
|
|
2013
|
||||
Balances held by consolidated variable interest entities (Note 6)
|
|
|
|
|
||||
Current finance receivables, net
|
|
$
|
312,645
|
|
|
$
|
352,899
|
|
Other assets
|
|
$
|
3,409
|
|
|
$
|
4,149
|
|
Non-current finance receivables, net
|
|
$
|
1,113,801
|
|
|
$
|
1,184,441
|
|
Restricted cash - current and non-current
|
|
$
|
110,017
|
|
|
$
|
133,053
|
|
Current portion of long-term debt
|
|
$
|
366,889
|
|
|
$
|
334,630
|
|
Long-term debt
|
|
$
|
904,644
|
|
|
$
|
922,002
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities (Note 2)
|
|
$
|
1,146,677
|
|
|
$
|
977,093
|
|
|
$
|
801,458
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(232,319
|
)
|
|
(208,321
|
)
|
|
(189,002
|
)
|
|||
Origination of finance receivables
|
|
(3,568,423
|
)
|
|
(3,244,005
|
)
|
|
(2,858,701
|
)
|
|||
Collections on finance receivables
|
|
3,013,245
|
|
|
2,831,994
|
|
|
2,768,089
|
|
|||
Purchases of marketable securities
|
|
—
|
|
|
(4,998
|
)
|
|
(4,993
|
)
|
|||
Sales and redemptions of marketable securities
|
|
41,010
|
|
|
40,108
|
|
|
23,296
|
|
|||
Other
|
|
1,837
|
|
|
16,355
|
|
|
—
|
|
|||
Net cash used by investing activities
|
|
(744,650
|
)
|
|
(568,867
|
)
|
|
(261,311
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of medium-term notes
|
|
991,835
|
|
|
—
|
|
|
993,737
|
|
|||
Repayments of medium-term notes
|
|
(526,431
|
)
|
|
(27,858
|
)
|
|
(420,870
|
)
|
|||
Repayment of senior unsecured notes
|
|
(303,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from securitization debt
|
|
847,126
|
|
|
647,516
|
|
|
763,895
|
|
|||
Repayments of securitization debt
|
|
(834,856
|
)
|
|
(840,387
|
)
|
|
(1,405,599
|
)
|
|||
Borrowings of asset-backed commercial paper
|
|
84,907
|
|
|
88,456
|
|
|
200,417
|
|
|||
Repayments of asset-backed commercial paper
|
|
(77,800
|
)
|
|
(78,765
|
)
|
|
(24,301
|
)
|
|||
Net increase (decrease) in credit facilities and unsecured commercial paper
|
|
63,945
|
|
|
371,085
|
|
|
(744,724
|
)
|
|||
Net change in restricted cash
|
|
22,755
|
|
|
43,201
|
|
|
41,647
|
|
|||
Dividends paid
|
|
(238,300
|
)
|
|
(187,688
|
)
|
|
(141,681
|
)
|
|||
Purchase of common stock for treasury
|
|
(615,602
|
)
|
|
(479,231
|
)
|
|
(311,632
|
)
|
|||
Excess tax benefits from share-based payments
|
|
11,540
|
|
|
19,895
|
|
|
13,065
|
|
|||
Issuance of common stock under employee stock option plans
|
|
37,785
|
|
|
50,567
|
|
|
45,973
|
|
|||
Net cash used by financing activities
|
|
(536,096
|
)
|
|
(393,209
|
)
|
|
(990,073
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(25,863
|
)
|
|
(16,543
|
)
|
|
(8,886
|
)
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
(159,932
|
)
|
|
$
|
(1,526
|
)
|
|
$
|
(458,812
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents—beginning of period
|
|
$
|
1,066,612
|
|
|
$
|
1,068,138
|
|
|
$
|
1,526,950
|
|
Net decrease in cash and cash equivalents
|
|
(159,932
|
)
|
|
(1,526
|
)
|
|
(458,812
|
)
|
|||
Cash and cash equivalents—end of period
|
|
$
|
906,680
|
|
|
$
|
1,066,612
|
|
|
$
|
1,068,138
|
|
|
|
Common Stock
|
|
Additional
paid-in
capital
|
|
Retained
Earnings
|
|
Accumulated
Other
comprehensive
income (loss)
|
|
Treasury
Balance
|
|
Total
|
|||||||||||||||
|
|
Issued
Shares
|
|
Balance
|
|
||||||||||||||||||||||
Balance December 31, 2011
|
|
339,107,230
|
|
|
$
|
3,391
|
|
|
$
|
968,392
|
|
|
$
|
6,824,180
|
|
|
$
|
(476,733
|
)
|
|
$
|
(4,898,974
|
)
|
|
$
|
2,420,256
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623,925
|
|
|
—
|
|
|
—
|
|
|
623,925
|
|
||||||
Total other comprehensive loss, net of tax (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,945
|
)
|
|
—
|
|
|
(130,945
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141,681
|
)
|
|
—
|
|
|
—
|
|
|
(141,681
|
)
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(311,632
|
)
|
|
(311,632
|
)
|
||||||
Share-based compensation and 401(k) match made with Treasury shares
|
|
—
|
|
|
—
|
|
|
42,056
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
42,058
|
|
||||||
Issuance of nonvested stock
|
|
535,807
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
1,622,801
|
|
|
16
|
|
|
45,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,973
|
|
||||||
Tax benefit of stock options and nonvested stock
|
|
—
|
|
|
—
|
|
|
9,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,670
|
|
||||||
Balance December 31, 2012
|
|
341,265,838
|
|
|
$
|
3,413
|
|
|
$
|
1,066,069
|
|
|
$
|
7,306,424
|
|
|
$
|
(607,678
|
)
|
|
$
|
(5,210,604
|
)
|
|
$
|
2,557,624
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
733,993
|
|
|
—
|
|
|
—
|
|
|
733,993
|
|
||||||
Total other comprehensive income, net of tax (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,002
|
|
|
—
|
|
|
275,002
|
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187,688
|
)
|
|
—
|
|
|
—
|
|
|
(187,688
|
)
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(479,231
|
)
|
|
(479,231
|
)
|
||||||
Share-based compensation and 401(k) match made with Treasury shares
|
|
—
|
|
|
—
|
|
|
40,724
|
|
|
—
|
|
|
—
|
|
|
784
|
|
|
41,508
|
|
||||||
Issuance of nonvested stock
|
|
492,755
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
1,398,638
|
|
|
14
|
|
|
50,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,567
|
|
||||||
Tax benefit of stock options and nonvested stock
|
|
—
|
|
|
—
|
|
|
17,711
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,711
|
|
||||||
Balance December 31, 2013
|
|
343,157,231
|
|
|
$
|
3,432
|
|
|
$
|
1,175,052
|
|
|
$
|
7,852,729
|
|
|
$
|
(332,676
|
)
|
|
$
|
(5,689,051
|
)
|
|
$
|
3,009,486
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
844,611
|
|
|
—
|
|
|
—
|
|
|
844,611
|
|
||||||
Total other comprehensive loss, net of tax (Note 10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182,267
|
)
|
|
—
|
|
|
(182,267
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(238,300
|
)
|
|
—
|
|
|
—
|
|
|
(238,300
|
)
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(615,602
|
)
|
|
(615,602
|
)
|
||||||
Share-based compensation and 401(k) match made with Treasury shares
|
|
—
|
|
|
—
|
|
|
40,848
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
41,991
|
|
||||||
Issuance of nonvested stock
|
|
15,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
1,001,531
|
|
|
10
|
|
|
37,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,785
|
|
||||||
Tax benefit of stock options and nonvested stock
|
|
—
|
|
|
—
|
|
|
11,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,582
|
|
||||||
Balance December 31, 2014
|
|
344,174,653
|
|
|
$
|
3,442
|
|
|
$
|
1,265,257
|
|
|
$
|
8,459,040
|
|
|
$
|
(514,943
|
)
|
|
$
|
(6,303,510
|
)
|
|
$
|
2,909,286
|
|
|
|
2014
|
|
2013
|
||||
Available-for-sale securities: corporate bonds
|
|
$
|
57,325
|
|
|
$
|
99,009
|
|
Trading securities: mutual funds
|
|
33,815
|
|
|
30,172
|
|
||
Total marketable securities
|
|
$
|
91,140
|
|
|
$
|
129,181
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
|
$
|
64,120
|
|
|
$
|
60,263
|
|
|
$
|
54,994
|
|
Warranties issued during the period
|
|
60,331
|
|
|
59,022
|
|
|
54,394
|
|
|||
Settlements made during the period
|
|
(74,262
|
)
|
|
(64,462
|
)
|
|
(67,247
|
)
|
|||
Recalls and changes to pre-existing warranty liabilities
|
|
19,061
|
|
|
9,297
|
|
|
18,122
|
|
|||
Balance, end of period
|
|
$
|
69,250
|
|
|
$
|
64,120
|
|
|
$
|
60,263
|
|
|
|
2014
|
|
2013
|
||||
Components at the lower of FIFO cost or market
|
|
|
|
|
||||
Raw materials and work in process
|
|
$
|
151,254
|
|
|
$
|
140,302
|
|
Motorcycle finished goods
|
|
230,309
|
|
|
205,416
|
|
||
Parts and accessories and general merchandise
|
|
117,210
|
|
|
127,515
|
|
||
Inventory at lower of FIFO cost or market
|
|
498,773
|
|
|
473,233
|
|
||
Excess of FIFO over LIFO cost
|
|
(49,902
|
)
|
|
(48,726
|
)
|
||
Total inventories, net
|
|
$
|
448,871
|
|
|
$
|
424,507
|
|
|
|
2014
|
|
2013
|
||||
Land and related improvements
|
|
$
|
55,238
|
|
|
$
|
56,146
|
|
Buildings and related improvements
|
|
475,268
|
|
|
424,431
|
|
||
Machinery and equipment
|
|
1,823,790
|
|
|
1,816,599
|
|
||
Software
|
|
440,703
|
|
|
337,210
|
|
||
Construction in progress
|
|
200,708
|
|
|
168,598
|
|
||
|
|
2,995,707
|
|
|
2,802,984
|
|
||
Accumulated depreciation
|
|
(2,112,630
|
)
|
|
(1,960,507
|
)
|
||
Total property, plant and equipment, at cost
|
|
$
|
883,077
|
|
|
$
|
842,477
|
|
|
|
2014
|
|
2013
|
||||
Payroll, employee benefits and related expenses
|
|
$
|
165,448
|
|
|
$
|
166,346
|
|
Restructuring reserves
|
|
—
|
|
|
2,181
|
|
||
Warranty and recalls
|
|
48,529
|
|
|
46,571
|
|
||
Sales incentive programs
|
|
44,423
|
|
|
42,541
|
|
||
Tax-related accruals
|
|
28,333
|
|
|
21,970
|
|
||
Fair value of derivative financial instruments
|
|
2,027
|
|
|
3,925
|
|
||
Other
|
|
160,557
|
|
|
143,801
|
|
||
Total accrued liabilities
|
|
$
|
449,317
|
|
|
$
|
427,335
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
179,300
|
|
|
167,072
|
|
|
168,978
|
|
|||
Amortization of deferred loan origination costs
|
|
94,429
|
|
|
86,181
|
|
|
78,592
|
|
|||
Amortization of financing origination fees
|
|
8,442
|
|
|
9,376
|
|
|
9,969
|
|
|||
Provision for employee long-term benefits
|
|
33,709
|
|
|
66,877
|
|
|
71,347
|
|
|||
Contributions to pension and postretirement plans
|
|
(29,686
|
)
|
|
(204,796
|
)
|
|
(244,416
|
)
|
|||
Stock compensation expense
|
|
37,929
|
|
|
41,244
|
|
|
40,815
|
|
|||
Net change in wholesale finance receivables related to sales
|
|
(75,210
|
)
|
|
28,865
|
|
|
2,513
|
|
|||
Provision for credit losses
|
|
80,946
|
|
|
60,008
|
|
|
22,239
|
|
|||
Loss on debt extinguishment
|
|
3,942
|
|
|
4,947
|
|
|
4,323
|
|
|||
Pension and postretirement healthcare plan curtailment and settlement expense
|
|
—
|
|
|
—
|
|
|
6,242
|
|
|||
Deferred income taxes
|
|
(7,621
|
)
|
|
52,580
|
|
|
128,452
|
|
|||
Foreign currency adjustments
|
|
21,964
|
|
|
16,269
|
|
|
9,773
|
|
|||
Other, net
|
|
(1,491
|
)
|
|
10,123
|
|
|
(7,216
|
)
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(9,809
|
)
|
|
(36,653
|
)
|
|
(13,690
|
)
|
|||
Finance receivables – accrued interest and other
|
|
(2,515
|
)
|
|
(346
|
)
|
|
(4
|
)
|
|||
Inventories
|
|
(50,886
|
)
|
|
(46,474
|
)
|
|
21,459
|
|
|||
Accounts payable and accrued liabilities
|
|
19,128
|
|
|
(53,623
|
)
|
|
(10,798
|
)
|
|||
Restructuring reserves
|
|
2,181
|
|
|
(25,042
|
)
|
|
(16,087
|
)
|
|||
Derivative instruments
|
|
703
|
|
|
(2,189
|
)
|
|
2,758
|
|
|||
Prepaid and other
|
|
(3,389
|
)
|
|
68,681
|
|
|
(97,716
|
)
|
|||
Total adjustments
|
|
302,066
|
|
|
243,100
|
|
|
177,533
|
|
|||
Net cash provided by operating activities
|
|
$
|
1,146,677
|
|
|
$
|
977,093
|
|
|
$
|
801,458
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest
|
|
$
|
154,310
|
|
|
$
|
197,161
|
|
|
$
|
225,228
|
|
Income taxes
|
|
$
|
438,840
|
|
|
$
|
236,972
|
|
|
$
|
317,812
|
|
|
|
2013
|
||||||||||||||||||||||||||||||
|
|
Kansas City
|
|
New Castalloy
|
|
Consolidated
|
||||||||||||||||||||||||||
|
|
Employee Severance and Termination Costs
|
|
Other
|
|
Total
|
|
Employee Severance and Termination Costs
|
|
Accelerated Depreciation
|
|
Other
|
|
Total
|
|
Total
|
||||||||||||||||
Balance, beginning of period
|
|
$
|
2,259
|
|
|
$
|
—
|
|
|
$
|
2,259
|
|
|
$
|
9,306
|
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
9,451
|
|
|
$
|
11,710
|
|
Restructuring expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,480
|
|
|
2,093
|
|
|
1,709
|
|
|
5,282
|
|
|
5,282
|
|
||||||||
Utilized - cash
|
|
(1,290
|
)
|
|
—
|
|
|
(1,290
|
)
|
|
(5,369
|
)
|
|
—
|
|
|
—
|
|
|
(5,369
|
)
|
|
(6,659
|
)
|
||||||||
Utilized - non-cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,093
|
)
|
|
(1,721
|
)
|
|
(3,814
|
)
|
|
(3,814
|
)
|
||||||||
Non-cash reserve release
|
|
(969
|
)
|
|
—
|
|
|
(969
|
)
|
|
(5,369
|
)
|
|
—
|
|
|
—
|
|
|
(5,369
|
)
|
|
(6,338
|
)
|
||||||||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
181
|
|
|
$
|
181
|
|
|
|
2013
|
|
2012
|
|||||
|
|
Employee
Severance and
Termination Costs
|
|
Employee
Severance and
Termination Costs
|
|||||
Balance, beginning of period
|
|
$
|
10,156
|
|
|
$
|
20,361
|
|
|
Restructuring expense
|
|
—
|
|
|
4,005
|
|
|||
Utilized – cash
|
|
(9,725
|
)
|
|
(12,898
|
)
|
|||
Non-cash reserve release
|
|
(431
|
)
|
|
(1,312
|
)
|
|||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
10,156
|
|
|
|
2013
|
||||||||||||||
|
|
Employee
Severance and
Termination Costs
|
|
Accelerated
Depreciation
|
|
Other
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
5,196
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
5,357
|
|
Restructuring expense
|
|
—
|
|
|
—
|
|
|
907
|
|
|
907
|
|
||||
Utilized – cash
|
|
(1,645
|
)
|
|
—
|
|
|
(1,068
|
)
|
|
(2,713
|
)
|
||||
Noncash reserve release
|
|
(1,551
|
)
|
|
—
|
|
|
—
|
|
|
(1,551
|
)
|
||||
Balance, end of period
|
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,000
|
|
|
|
2012
|
||||||||||||||
|
|
Employee
Severance and
Termination Costs
|
|
Accelerated
Depreciation
|
|
Other
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
10,089
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,089
|
|
Restructuring expense
|
|
4,099
|
|
|
—
|
|
|
13,154
|
|
|
17,253
|
|
||||
Utilized – cash
|
|
(6,566
|
)
|
|
—
|
|
|
(12,993
|
)
|
|
(19,559
|
)
|
||||
Noncash reserve release
|
|
(2,426
|
)
|
|
—
|
|
|
—
|
|
|
(2,426
|
)
|
||||
Balance, end of period
|
|
$
|
5,196
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
5,357
|
|
|
|
Motorcycles
|
||
Balance, December 31, 2011
|
|
$
|
29,081
|
|
Currency translation
|
|
449
|
|
|
Balance, December 31, 2012
|
|
$
|
29,530
|
|
Currency translation
|
|
922
|
|
|
Balance, December 31, 2013
|
|
$
|
30,452
|
|
Currency translation
|
|
(2,700
|
)
|
|
Balance, December 31, 2014
|
|
$
|
27,752
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Wholesale
|
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
|
$
|
903,380
|
|
|
$
|
800,491
|
|
|
$
|
776,633
|
|
|
$
|
778,320
|
|
|
$
|
735,481
|
|
Canada
|
|
48,941
|
|
|
44,721
|
|
|
39,771
|
|
|
46,320
|
|
|
78,516
|
|
|||||
Total wholesale
|
|
952,321
|
|
|
845,212
|
|
|
816,404
|
|
|
824,640
|
|
|
813,997
|
|
|||||
Retail
|
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
|
5,398,006
|
|
|
5,051,245
|
|
|
4,850,450
|
|
|
4,858,781
|
|
|
5,126,699
|
|
|||||
Canada
|
|
209,918
|
|
|
213,799
|
|
|
222,665
|
|
|
228,709
|
|
|
250,462
|
|
|||||
Total retail
|
|
5,607,924
|
|
|
5,265,044
|
|
|
5,073,115
|
|
|
5,087,490
|
|
|
5,377,161
|
|
|||||
|
|
6,560,245
|
|
|
6,110,256
|
|
|
5,889,519
|
|
|
5,912,130
|
|
|
6,191,158
|
|
|||||
Allowance for credit losses
|
|
(127,364
|
)
|
|
(110,693
|
)
|
|
(107,667
|
)
|
|
(125,449
|
)
|
|
(173,589
|
)
|
|||||
Total finance receivables, net
|
|
$
|
6,432,881
|
|
|
$
|
5,999,563
|
|
|
$
|
5,781,852
|
|
|
$
|
5,786,681
|
|
|
$
|
6,017,569
|
|
|
|
United States
|
|
Canada
|
|
Total
|
||||||
2015
|
|
$
|
1,856,097
|
|
|
$
|
86,518
|
|
|
$
|
1,942,615
|
|
2016
|
|
1,029,075
|
|
|
40,378
|
|
|
1,069,453
|
|
|||
2017
|
|
1,155,891
|
|
|
45,041
|
|
|
1,200,932
|
|
|||
2018
|
|
1,259,696
|
|
|
50,243
|
|
|
1,309,939
|
|
|||
2019
|
|
953,581
|
|
|
36,679
|
|
|
990,260
|
|
|||
Thereafter
|
|
47,046
|
|
|
—
|
|
|
47,046
|
|
|||
Total
|
|
$
|
6,301,386
|
|
|
$
|
258,859
|
|
|
$
|
6,560,245
|
|
|
|
2014
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
106,063
|
|
|
$
|
4,630
|
|
|
$
|
110,693
|
|
Provision for credit losses
|
|
80,237
|
|
|
709
|
|
|
80,946
|
|
|||
Charge-offs
|
|
(102,831
|
)
|
|
—
|
|
|
(102,831
|
)
|
|||
Recoveries
|
|
38,556
|
|
|
—
|
|
|
38,556
|
|
|||
Balance, end of period
|
|
$
|
122,025
|
|
|
$
|
5,339
|
|
|
$
|
127,364
|
|
|
|
2013
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
101,442
|
|
|
$
|
6,225
|
|
|
$
|
107,667
|
|
Provision for credit losses
|
|
61,603
|
|
|
(1,595
|
)
|
|
60,008
|
|
|||
Charge-offs
|
|
(97,928
|
)
|
|
—
|
|
|
(97,928
|
)
|
|||
Recoveries
|
|
40,946
|
|
|
—
|
|
|
40,946
|
|
|||
Balance, end of period
|
|
$
|
106,063
|
|
|
$
|
4,630
|
|
|
$
|
110,693
|
|
|
|
2012
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
116,112
|
|
|
$
|
9,337
|
|
|
$
|
125,449
|
|
Provision for credit losses
|
|
25,252
|
|
|
(3,013
|
)
|
|
22,239
|
|
|||
Charge-offs
|
|
(86,963
|
)
|
|
(99
|
)
|
|
(87,062
|
)
|
|||
Recoveries
|
|
47,041
|
|
|
—
|
|
|
47,041
|
|
|||
Balance, end of period
|
|
$
|
101,442
|
|
|
$
|
6,225
|
|
|
$
|
107,667
|
|
|
|
2014
|
||||||||||
|
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
122,025
|
|
|
5,339
|
|
|
127,364
|
|
|||
Total allowance for credit losses
|
|
$
|
122,025
|
|
|
$
|
5,339
|
|
|
$
|
127,364
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
5,607,924
|
|
|
952,321
|
|
|
6,560,245
|
|
|||
Total finance receivables
|
|
$
|
5,607,924
|
|
|
$
|
952,321
|
|
|
$
|
6,560,245
|
|
|
|
2013
|
||||||||||
|
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
106,063
|
|
|
4,630
|
|
|
110,693
|
|
|||
Total allowance for credit losses
|
|
$
|
106,063
|
|
|
$
|
4,630
|
|
|
$
|
110,693
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
5,265,044
|
|
|
845,212
|
|
|
6,110,256
|
|
|||
Total finance receivables
|
|
$
|
5,265,044
|
|
|
$
|
845,212
|
|
|
$
|
6,110,256
|
|
|
|
2014
|
||||||||||||||||||||||
|
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail
|
|
$
|
5,427,719
|
|
|
$
|
113,007
|
|
|
$
|
38,486
|
|
|
$
|
28,712
|
|
|
$
|
180,205
|
|
|
$
|
5,607,924
|
|
Wholesale
|
|
951,660
|
|
|
383
|
|
|
72
|
|
|
206
|
|
|
661
|
|
|
952,321
|
|
||||||
Total
|
|
$
|
6,379,379
|
|
|
$
|
113,390
|
|
|
$
|
38,558
|
|
|
$
|
28,918
|
|
|
$
|
180,866
|
|
|
$
|
6,560,245
|
|
|
|
2013
|
||||||||||||||||||||||
|
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail
|
|
$
|
5,094,615
|
|
|
$
|
109,806
|
|
|
$
|
36,029
|
|
|
$
|
24,594
|
|
|
$
|
170,429
|
|
|
$
|
5,265,044
|
|
Wholesale
|
|
844,033
|
|
|
791
|
|
|
181
|
|
|
207
|
|
|
1,179
|
|
|
845,212
|
|
||||||
Total
|
|
$
|
5,938,648
|
|
|
$
|
110,597
|
|
|
$
|
36,210
|
|
|
$
|
24,801
|
|
|
$
|
171,608
|
|
|
$
|
6,110,256
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
United States
|
|
$
|
27,800
|
|
|
$
|
23,770
|
|
|
$
|
26,500
|
|
|
$
|
27,171
|
|
|
$
|
34,391
|
|
Canada
|
|
1,118
|
|
|
1,031
|
|
|
1,533
|
|
|
1,207
|
|
|
1,351
|
|
|||||
Total
|
|
$
|
28,918
|
|
|
$
|
24,801
|
|
|
$
|
28,033
|
|
|
$
|
28,378
|
|
|
$
|
35,742
|
|
|
|
2014
|
|
2013
|
||||
Prime
|
|
$
|
4,435,352
|
|
|
$
|
4,141,559
|
|
Sub-prime
|
|
1,172,572
|
|
|
1,123,485
|
|
||
Total
|
|
$
|
5,607,924
|
|
|
$
|
5,265,044
|
|
|
|
2014
|
|
2013
|
||||
Doubtful
|
|
$
|
954
|
|
|
$
|
—
|
|
Substandard
|
|
7,025
|
|
|
8,383
|
|
||
Special Mention
|
|
—
|
|
|
2,076
|
|
||
Medium Risk
|
|
11,557
|
|
|
5,205
|
|
||
Low Risk
|
|
932,785
|
|
|
829,548
|
|
||
Total
|
|
$
|
952,321
|
|
|
$
|
845,212
|
|
|
2014
|
||||||||||||||||||||||
|
Finance receivables
|
|
Allowance for credit losses
|
|
Restricted cash
|
|
Other assets
|
|
Total assets
|
|
Asset-backed debt
|
||||||||||||
On-balance sheet assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term asset-backed securitizations
|
$
|
1,458,602
|
|
|
$
|
(32,156
|
)
|
|
$
|
110,017
|
|
|
$
|
2,987
|
|
|
$
|
1,539,450
|
|
|
$
|
1,271,533
|
|
Asset-backed U.S. commercial paper conduit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
422
|
|
|
—
|
|
||||||
Unconsolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
185,099
|
|
|
(2,965
|
)
|
|
12,035
|
|
|
262
|
|
|
194,431
|
|
|
166,912
|
|
||||||
Total
|
$
|
1,643,701
|
|
|
$
|
(35,121
|
)
|
|
$
|
122,052
|
|
|
$
|
3,671
|
|
|
$
|
1,734,303
|
|
|
$
|
1,438,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
2013
|
||||||||||||||||||||||
|
Finance receivables
|
|
Allowance for credit losses
|
|
Restricted cash
|
|
Other assets
|
|
Total assets
|
|
Asset-backed debt
|
||||||||||||
On-balance sheet assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term asset-backed securitizations
|
$
|
1,569,118
|
|
|
$
|
(31,778
|
)
|
|
$
|
133,053
|
|
|
$
|
3,720
|
|
|
$
|
1,674,113
|
|
|
$
|
1,256,632
|
|
Asset-backed U.S. commercial paper conduit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|
429
|
|
|
—
|
|
||||||
Unconsolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
204,092
|
|
|
(3,361
|
)
|
|
11,754
|
|
|
589
|
|
|
213,074
|
|
|
174,241
|
|
||||||
Total
|
$
|
1,773,210
|
|
|
$
|
(35,139
|
)
|
|
$
|
144,807
|
|
|
$
|
4,738
|
|
|
$
|
1,887,616
|
|
|
$
|
1,430,873
|
|
Issue Date
|
|
Principal
Amount at Date of Issuance
|
|
Weighted-Average
Rate at Date of
Issuance
|
|
Contractual Maturity Date
|
April 2014
|
|
$850,000
|
|
0.66%
|
|
April 2015 - October 2021
|
April 2013
|
|
$650,000
|
|
0.57%
|
|
May 2014 - December 2020
|
July 2012
|
|
$675,306
|
|
0.59%
|
|
August 2013 - June 2018
|
November 2011
|
|
$513,300
|
|
0.88%
|
|
November 2012 - February 2018
|
August 2011
|
|
$573,380
|
|
0.76%
|
|
September 2012 - August 2017
|
Issue Date
|
|
Principal
Amount at Date of Issuance
|
|
Weighted-Average
Rate at Date of
Issuance
|
|
Contractual Maturity Date
|
|
November 2010
|
|
$600,000
|
|
1.05%
|
|
December 2011 - April 2018
|
|
|
Balance as of 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
737,024
|
|
|
$
|
482,686
|
|
|
$
|
254,338
|
|
|
$
|
—
|
|
Marketable securities
|
|
91,140
|
|
|
33,815
|
|
|
57,325
|
|
|
—
|
|
||||
Derivatives
|
|
32,244
|
|
|
—
|
|
|
32,244
|
|
|
—
|
|
||||
Total
|
|
$
|
860,408
|
|
|
$
|
516,501
|
|
|
$
|
343,907
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
2,027
|
|
|
$
|
—
|
|
|
$
|
2,027
|
|
|
$
|
—
|
|
|
|
Balance as of 2013
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
836,387
|
|
|
$
|
516,173
|
|
|
$
|
320,214
|
|
|
$
|
—
|
|
Marketable securities
|
|
129,181
|
|
|
30,172
|
|
|
99,009
|
|
|
—
|
|
||||
Derivatives
|
|
1,932
|
|
|
—
|
|
|
1,932
|
|
|
—
|
|
||||
Total
|
|
$
|
967,500
|
|
|
$
|
546,345
|
|
|
$
|
421,155
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
3,925
|
|
|
$
|
—
|
|
|
$
|
3,925
|
|
|
$
|
—
|
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
906,680
|
|
|
$
|
906,680
|
|
|
$
|
1,066,612
|
|
|
$
|
1,066,612
|
|
Marketable securities
|
|
$
|
91,140
|
|
|
$
|
91,140
|
|
|
$
|
129,181
|
|
|
$
|
129,181
|
|
Accounts receivable, net
|
|
$
|
247,621
|
|
|
$
|
247,621
|
|
|
$
|
261,065
|
|
|
$
|
261,065
|
|
Derivatives
|
|
$
|
32,244
|
|
|
$
|
32,244
|
|
|
$
|
1,932
|
|
|
$
|
1,932
|
|
Finance receivables, net
|
|
$
|
6,519,500
|
|
|
$
|
6,432,881
|
|
|
$
|
6,086,441
|
|
|
$
|
5,999,563
|
|
Restricted cash
|
|
$
|
122,052
|
|
|
$
|
122,052
|
|
|
$
|
144,807
|
|
|
$
|
144,807
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
196,868
|
|
|
$
|
196,868
|
|
|
$
|
239,794
|
|
|
$
|
239,794
|
|
Derivatives
|
|
$
|
2,027
|
|
|
$
|
2,027
|
|
|
$
|
3,925
|
|
|
$
|
3,925
|
|
Unsecured commercial paper
|
|
$
|
731,786
|
|
|
$
|
731,786
|
|
|
$
|
666,317
|
|
|
$
|
666,317
|
|
Asset-backed Canadian commercial paper conduit facility
|
|
$
|
166,912
|
|
|
$
|
166,912
|
|
|
$
|
174,241
|
|
|
$
|
174,241
|
|
Medium-term notes
|
|
$
|
3,502,536
|
|
|
$
|
3,334,398
|
|
|
$
|
3,087,852
|
|
|
$
|
2,858,980
|
|
Senior unsecured notes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
305,958
|
|
|
$
|
303,000
|
|
Term asset-backed securitization debt
|
|
$
|
1,270,656
|
|
|
$
|
1,271,533
|
|
|
$
|
1,259,314
|
|
|
$
|
1,256,632
|
|
|
|
2014
|
|
2013
|
|||||||||||||||||||||
Derivatives Designated As Hedging
Instruments Under ASC Topic 815
|
|
Notional
Value
|
|
Asset
Fair Value
(a)
|
|
Liability
Fair Value
(b)
|
|
Notional
Value
|
|
Asset
Fair Value
(a)
|
|
Liability
Fair Value
(b)
|
|||||||||||||
Foreign currency contracts
(c)
|
|
$
|
339,077
|
|
|
$
|
32,244
|
|
|
$
|
—
|
|
|
$
|
299,550
|
|
|
$
|
1,672
|
|
|
$
|
3,842
|
|
|
Commodities contracts
(c)
|
|
1,728
|
|
|
—
|
|
|
414
|
|
|
1,286
|
|
|
76
|
|
|
—
|
|
|||||||
Total
|
|
$
|
340,805
|
|
|
$
|
32,244
|
|
|
$
|
414
|
|
|
$
|
300,836
|
|
|
$
|
1,748
|
|
|
$
|
3,842
|
|
|
|
|
2014
|
|
2013
|
|||||||||||||||||||||
Derivatives Not Designated As Hedging
Instruments Under ASC Topic 815
|
|
Notional
Value
|
|
Asset
Fair Value
(a)
|
|
Liability
Fair Value
(b)
|
|
Notional
Value
|
|
Asset
Fair Value
(a)
|
|
Liability
Fair Value
(b)
|
|||||||||||||
Commodities contracts
|
|
$
|
11,804
|
|
|
$
|
—
|
|
|
$
|
1,613
|
|
|
$
|
9,855
|
|
|
$
|
184
|
|
|
$
|
83
|
|
|
Total
|
|
$
|
11,804
|
|
|
$
|
—
|
|
|
$
|
1,613
|
|
|
$
|
9,855
|
|
|
$
|
184
|
|
|
$
|
83
|
|
(a)
|
Included in other current assets
|
(b)
|
Included in accrued liabilities
|
(c)
|
Derivative designated as a cash flow hedge
|
|
|
Amount of Gain/(Loss)
Recognized in OCI, before tax
|
||||||||||
Cash Flow Hedges
|
|
2014
|
|
2013
|
|
2012
|
||||||
Foreign currency contracts
|
|
$
|
47,037
|
|
|
$
|
3,468
|
|
|
$
|
(344
|
)
|
Commodities contracts
|
|
(262
|
)
|
|
39
|
|
|
(427
|
)
|
|||
Interest rate swaps – unsecured commercial paper
|
|
—
|
|
|
(2
|
)
|
|
(43
|
)
|
|||
Total
|
|
$
|
46,775
|
|
|
$
|
3,505
|
|
|
$
|
(814
|
)
|
|
|
Amount of Gain/(Loss)
Reclassified from AOCL into Income
|
|||||||||||||||
Cash Flow Hedges
|
|
2014
|
|
2013
|
|
2012
|
|
Expected to be Reclassified
Over the Next Twelve Months
|
|||||||||
Foreign currency contracts
(a)
|
|
$
|
13,635
|
|
|
$
|
482
|
|
|
$
|
18,586
|
|
|
$
|
30,658
|
|
|
Commodities contracts
(a)
|
|
228
|
|
|
(51
|
)
|
|
(705
|
)
|
|
(414
|
)
|
|||||
Interest rate swaps – unsecured commercial paper
(b)
|
|
—
|
|
|
(345
|
)
|
|
(2,542
|
)
|
|
—
|
|
|||||
Total
|
|
$
|
13,863
|
|
|
$
|
86
|
|
|
$
|
15,339
|
|
|
$
|
30,244
|
|
(a)
|
Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold.
|
(b)
|
Gain/(loss) reclassified from AOCL to income is included in financial services interest expense.
|
|
|
Amount of Gain/(Loss)
Recognized in Income on Derivative
|
||||||||||
Derivatives not Designated as Hedges
|
|
2014
|
|
2013
|
|
2012
|
||||||
Commodities contracts
(a)
|
|
$
|
(1,969
|
)
|
|
$
|
(572
|
)
|
|
$
|
(535
|
)
|
Total
|
|
$
|
(1,969
|
)
|
|
$
|
(572
|
)
|
|
$
|
(535
|
)
|
(a)
|
Gain/(loss) recognized in income is included in cost of goods sold.
|
|
|
2014
|
||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
33,326
|
|
|
$
|
(276
|
)
|
|
$
|
(1,680
|
)
|
|
$
|
(364,046
|
)
|
|
$
|
(332,676
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(50,310
|
)
|
|
(673
|
)
|
|
46,775
|
|
|
(301,832
|
)
|
|
(306,040
|
)
|
|||||
Income tax
|
|
13,502
|
|
|
249
|
|
|
(17,325
|
)
|
|
111,799
|
|
|
108,225
|
|
|||||
Net other comprehensive (loss) income before reclassifications
|
|
(36,808
|
)
|
|
(424
|
)
|
|
29,450
|
|
|
(190,033
|
)
|
|
(197,815
|
)
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized (gains) losses - foreign currency contracts
(a)
|
|
—
|
|
|
—
|
|
|
(13,635
|
)
|
|
—
|
|
|
(13,635
|
)
|
|||||
Realized (gains) losses - commodities contracts
(a)
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
(228
|
)
|
|||||
Prior service credits
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,734
|
)
|
|
(2,734
|
)
|
|||||
Actuarial losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,292
|
|
|
41,292
|
|
|||||
Total before tax
|
|
—
|
|
|
—
|
|
|
(13,863
|
)
|
|
38,558
|
|
|
24,695
|
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
5,135
|
|
|
(14,282
|
)
|
|
(9,147
|
)
|
|||||
Net reclassifications
|
|
—
|
|
|
—
|
|
|
(8,728
|
)
|
|
24,276
|
|
|
15,548
|
|
|||||
Other comprehensive (loss) income
|
|
(36,808
|
)
|
|
(424
|
)
|
|
20,722
|
|
|
(165,757
|
)
|
|
(182,267
|
)
|
|||||
Balance, end of period
|
|
$
|
(3,482
|
)
|
|
$
|
(700
|
)
|
|
$
|
19,042
|
|
|
$
|
(529,803
|
)
|
|
$
|
(514,943
|
)
|
|
|
2013
|
||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
51,335
|
|
|
$
|
677
|
|
|
$
|
(3,837
|
)
|
|
$
|
(655,853
|
)
|
|
$
|
(607,678
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(20,192
|
)
|
|
(1,514
|
)
|
|
3,505
|
|
|
398,430
|
|
|
380,229
|
|
|||||
Income tax
|
|
2,183
|
|
|
561
|
|
|
(1,298
|
)
|
|
(147,578
|
)
|
|
(146,132
|
)
|
|||||
Net other comprehensive (loss) income before reclassifications
|
|
(18,009
|
)
|
|
(953
|
)
|
|
2,207
|
|
|
250,852
|
|
|
234,097
|
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized (gains) losses - foreign currency contracts
(a)
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|
—
|
|
|
(482
|
)
|
|||||
Realized (gains) losses - commodities contracts
(a)
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|||||
Realized (gains) losses - interest rate swaps
(b)
|
|
—
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
345
|
|
|||||
Prior service credits
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,107
|
)
|
|
(2,107
|
)
|
|||||
Actuarial losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,157
|
|
|
67,157
|
|
|||||
Total before tax
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
65,050
|
|
|
64,964
|
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
36
|
|
|
(24,095
|
)
|
|
(24,059
|
)
|
|||||
Net reclassifications
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
40,955
|
|
|
40,905
|
|
|||||
Other comprehensive (loss) income
|
|
(18,009
|
)
|
|
(953
|
)
|
|
2,157
|
|
|
291,807
|
|
|
275,002
|
|
|||||
Balance, end of period
|
|
$
|
33,326
|
|
|
$
|
(276
|
)
|
|
$
|
(1,680
|
)
|
|
$
|
(364,046
|
)
|
|
$
|
(332,676
|
)
|
|
|
2012
|
||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
49,935
|
|
|
$
|
327
|
|
|
$
|
6,307
|
|
|
$
|
(533,302
|
)
|
|
$
|
(476,733
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
2,212
|
|
|
556
|
|
|
(814
|
)
|
|
(251,291
|
)
|
|
(249,337
|
)
|
|||||
Income tax
|
|
(812
|
)
|
|
(206
|
)
|
|
301
|
|
|
93,078
|
|
|
92,361
|
|
|||||
Net other comprehensive income (loss) before reclassifications
|
|
1,400
|
|
|
350
|
|
|
(513
|
)
|
|
(158,213
|
)
|
|
(156,976
|
)
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized (gains) losses - foreign currency contracts
(a)
|
|
—
|
|
|
—
|
|
|
(18,586
|
)
|
|
—
|
|
|
(18,586
|
)
|
|||||
Realized (gains) losses - commodities contracts
(a)
|
|
—
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
705
|
|
|||||
Realized (gains) losses - interest rate swaps
(b)
|
|
—
|
|
|
—
|
|
|
2,542
|
|
|
—
|
|
|
2,542
|
|
|||||
Prior service credits
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(895
|
)
|
|
(895
|
)
|
|||||
Actuarial losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,295
|
|
|
51,295
|
|
|||||
Curtailment and settlement losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,242
|
|
|
6,242
|
|
|||||
Total before tax
|
|
—
|
|
|
—
|
|
|
(15,339
|
)
|
|
56,642
|
|
|
41,303
|
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
5,708
|
|
|
(20,980
|
)
|
|
(15,272
|
)
|
|||||
Net reclassifications
|
|
—
|
|
|
—
|
|
|
(9,631
|
)
|
|
35,662
|
|
|
26,031
|
|
|||||
Other comprehensive income (loss)
|
|
1,400
|
|
|
350
|
|
|
(10,144
|
)
|
|
(122,551
|
)
|
|
(130,945
|
)
|
|||||
Balance, end of period
|
|
$
|
51,335
|
|
|
$
|
677
|
|
|
$
|
(3,837
|
)
|
|
$
|
(655,853
|
)
|
|
$
|
(607,678
|
)
|
(a)
|
Amounts reclassified to net income are included in motorcycles and related products cost of goods sold.
|
(b)
|
Amounts reclassified to net income are presented in financial services interest expense.
|
(c)
|
Amounts reclassified are included in the computation of net periodic cost. See Note 13 for information related to pension and postretirement benefit plans.
|
|
|
2014
|
|
2013
|
||||
Unsecured commercial paper
|
|
$
|
731,786
|
|
|
$
|
666,317
|
|
|
|
2014
|
|
2013
|
||||
Secured debt
|
|
|
|
|
||||
Asset-backed Canadian commercial paper conduit facility
|
|
$
|
166,912
|
|
|
$
|
174,241
|
|
Term asset-backed securitization debt
|
|
1,271,533
|
|
|
1,256,632
|
|
||
Unsecured notes
|
|
|
|
|
||||
5.75% Medium-term notes due in 2014 ($500.0 million par value)
|
|
—
|
|
|
499,866
|
|
||
1.15% Medium-term notes due in 2015 ($600.0 million par value)
|
|
599,817
|
|
|
599,543
|
|
||
3.88% Medium-term notes due in 2016 ($450.0 million par value)
|
|
449,937
|
|
|
449,883
|
|
||
2.70% Medium-term notes due in 2017 ($400.0 million par value)
|
|
399,963
|
|
|
399,946
|
|
||
1.55% Medium-term notes due in 2017 ($400.0 million par value)
|
|
399,464
|
|
|
—
|
|
||
6.80% Medium-term notes due in 2018 ($888.0 million par value)
|
|
887,381
|
|
|
909,742
|
|
||
2.40% Medium-term notes due in 2019 ($600.0 million par value)
|
|
597,836
|
|
|
—
|
|
||
15.00% Senior unsecured notes due in 2014 ($600.0 million par value)
|
|
—
|
|
|
303,000
|
|
||
Gross long-term debt
|
|
4,772,843
|
|
|
4,592,853
|
|
||
Less: current portion of long-term debt
|
|
(1,011,315
|
)
|
|
(1,176,140
|
)
|
||
Long-term debt
|
|
$
|
3,761,528
|
|
|
$
|
3,416,713
|
|
•
|
assume or incur certain liens;
|
•
|
participate in certain mergers, consolidations, liquidations or dissolutions; and
|
•
|
purchase or hold margin stock.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
394,904
|
|
|
$
|
281,938
|
|
|
$
|
191,006
|
|
State
|
|
30,997
|
|
|
23,701
|
|
|
4,221
|
|
|||
Foreign
|
|
20,429
|
|
|
22,093
|
|
|
13,189
|
|
|||
|
|
446,330
|
|
|
327,732
|
|
|
208,416
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(5,743
|
)
|
|
51,509
|
|
|
121,934
|
|
|||
State
|
|
(3,155
|
)
|
|
(1,471
|
)
|
|
7,697
|
|
|||
Foreign
|
|
1,277
|
|
|
2,542
|
|
|
(460
|
)
|
|||
|
|
(7,621
|
)
|
|
52,580
|
|
|
129,171
|
|
|||
Total
|
|
$
|
438,709
|
|
|
$
|
380,312
|
|
|
$
|
337,587
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
|
$
|
1,196,335
|
|
|
$
|
1,042,317
|
|
|
$
|
946,592
|
|
Foreign
|
|
86,985
|
|
|
71,988
|
|
|
14,920
|
|
|||
Total
|
|
$
|
1,283,320
|
|
|
$
|
1,114,305
|
|
|
$
|
961,512
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Provision at statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
1.7
|
|
|
1.6
|
|
|
1.6
|
|
Domestic manufacturing deduction
|
|
(2.1
|
)
|
|
(1.7
|
)
|
|
(1.6
|
)
|
Research and development credit
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
—
|
|
Unrecognized tax benefits including interest and penalties
|
|
0.2
|
|
|
0.9
|
|
|
0.1
|
|
Valuation allowance adjustments
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
Tax audit settlements
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
Adjustments for previously accrued taxes
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
Other
|
|
0.2
|
|
|
(0.4
|
)
|
|
0.8
|
|
Provision for income taxes
|
|
34.2
|
%
|
|
34.1
|
%
|
|
35.1
|
%
|
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accruals not yet tax deductible
|
|
$
|
120,817
|
|
|
$
|
128,307
|
|
Pension and postretirement benefit plan obligations
|
|
104,723
|
|
|
5,192
|
|
||
Stock compensation
|
|
21,089
|
|
|
22,370
|
|
||
Net operating loss carryforward
|
|
41,927
|
|
|
40,530
|
|
||
Valuation allowance
|
|
(25,462
|
)
|
|
(21,818
|
)
|
||
Other, net
|
|
38,465
|
|
|
37,034
|
|
||
|
|
301,559
|
|
|
211,615
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation, tax in excess of book
|
|
(128,117
|
)
|
|
(119,916
|
)
|
||
Other
|
|
(5,691
|
)
|
|
(34,234
|
)
|
||
|
|
(133,808
|
)
|
|
(154,150
|
)
|
||
Total
|
|
$
|
167,751
|
|
|
$
|
57,465
|
|
|
|
2014
|
|
2013
|
||||
Unrecognized tax benefits, beginning of period
|
|
$
|
63,057
|
|
|
$
|
48,752
|
|
Increase in unrecognized tax benefits for tax positions taken in a prior period
|
|
900
|
|
|
9,713
|
|
||
Decrease in unrecognized tax benefits for tax positions taken in a prior period
|
|
(4,989
|
)
|
|
(4,335
|
)
|
||
Increase in unrecognized tax benefits for tax positions taken in the current period
|
|
5,876
|
|
|
11,142
|
|
||
Statute lapses
|
|
—
|
|
|
(336
|
)
|
||
Settlements with taxing authorities
|
|
(644
|
)
|
|
(1,879
|
)
|
||
Unrecognized tax benefits, end of period
|
|
$
|
64,200
|
|
|
$
|
63,057
|
|
|
|
Pension and SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of period
|
|
$
|
1,714,650
|
|
|
$
|
1,871,575
|
|
|
$
|
366,524
|
|
|
$
|
403,227
|
|
Service cost
|
|
31,498
|
|
|
35,987
|
|
|
7,015
|
|
|
7,858
|
|
||||
Interest cost
|
|
86,923
|
|
|
79,248
|
|
|
16,878
|
|
|
15,599
|
|
||||
Actuarial (gains) losses
|
|
309,542
|
|
|
(199,408
|
)
|
|
(2,870
|
)
|
|
(33,729
|
)
|
||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
2,368
|
|
|
2,609
|
|
||||
Benefits paid, net of Medicare Part D subsidy
|
|
(72,633
|
)
|
|
(72,752
|
)
|
|
(28,909
|
)
|
|
(29,040
|
)
|
||||
Benefit obligation, end of period
|
|
2,069,980
|
|
|
1,714,650
|
|
|
361,006
|
|
|
366,524
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of period
|
|
1,920,601
|
|
|
1,539,018
|
|
|
147,875
|
|
|
123,106
|
|
||||
Actual return on plan assets
|
|
143,040
|
|
|
277,388
|
|
|
8,965
|
|
|
24,769
|
|
||||
Company contributions
|
|
1,638
|
|
|
176,947
|
|
|
28,048
|
|
|
27,849
|
|
||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
2,368
|
|
|
2,609
|
|
||||
Benefits paid
|
|
(72,633
|
)
|
|
(72,752
|
)
|
|
(30,416
|
)
|
|
(30,458
|
)
|
||||
Fair value of plan assets, end of period
|
|
1,992,646
|
|
|
1,920,601
|
|
|
156,840
|
|
|
147,875
|
|
||||
Funded status of the plans, December 31
|
|
$
|
(77,334
|
)
|
|
$
|
205,951
|
|
|
$
|
(204,166
|
)
|
|
$
|
(218,649
|
)
|
Amounts recognized in the Consolidated Balance Sheets, December 31:
|
|
|
|
|
|
|
|
|
||||||||
Prepaid benefit costs (long-term assets)
|
|
$
|
—
|
|
|
$
|
244,871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liability (current liabilities)
|
|
(1,148
|
)
|
|
(2,549
|
)
|
|
(1,160
|
)
|
|
(2,484
|
)
|
||||
Accrued benefit liability (long-term liabilities)
|
|
(76,186
|
)
|
|
(36,371
|
)
|
|
(203,006
|
)
|
|
(216,165
|
)
|
||||
Net amount recognized
|
|
$
|
(77,334
|
)
|
|
$
|
205,951
|
|
|
$
|
(204,166
|
)
|
|
$
|
(218,649
|
)
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Service cost
|
|
$
|
31,498
|
|
|
$
|
35,987
|
|
|
$
|
33,681
|
|
|
$
|
7,015
|
|
|
$
|
7,858
|
|
|
$
|
7,413
|
|
Interest cost
|
|
86,923
|
|
|
79,248
|
|
|
83,265
|
|
|
16,878
|
|
|
15,599
|
|
|
18,310
|
|
||||||
Expected return on plan assets
|
|
(136,734
|
)
|
|
(127,327
|
)
|
|
(117,110
|
)
|
|
(10,429
|
)
|
|
(9,537
|
)
|
|
(9,423
|
)
|
||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
|
1,119
|
|
|
1,746
|
|
|
2,958
|
|
|
(3,853
|
)
|
|
(3,853
|
)
|
|
(3,853
|
)
|
||||||
Net loss
|
|
36,563
|
|
|
58,608
|
|
|
43,874
|
|
|
4,729
|
|
|
8,549
|
|
|
7,421
|
|
||||||
Settlement loss
|
|
—
|
|
|
—
|
|
|
6,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
19,369
|
|
|
$
|
48,262
|
|
|
$
|
52,910
|
|
|
$
|
14,340
|
|
|
$
|
18,616
|
|
|
$
|
19,868
|
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
|
Total
|
||||||
Prior service cost (credit)
|
|
$
|
1,685
|
|
|
$
|
(11,070
|
)
|
|
$
|
(9,385
|
)
|
Net actuarial loss
|
|
488,080
|
|
|
51,108
|
|
|
539,188
|
|
|||
Total
|
|
$
|
489,765
|
|
|
$
|
40,038
|
|
|
$
|
529,803
|
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
|
Total
|
||||||
Prior service cost (credit)
|
|
$
|
274
|
|
|
$
|
(2,025
|
)
|
|
$
|
(1,751
|
)
|
Net actuarial loss
|
|
34,445
|
|
|
2,501
|
|
|
36,946
|
|
|||
Total
|
|
$
|
34,719
|
|
|
$
|
476
|
|
|
$
|
35,195
|
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Assumptions for benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.21
|
%
|
|
5.08
|
%
|
|
4.23
|
%
|
|
3.99
|
%
|
|
4.70
|
%
|
|
3.93
|
%
|
Rate of compensation
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Assumptions for net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
5.08
|
%
|
|
4.23
|
%
|
|
5.30
|
%
|
|
4.70
|
%
|
|
3.93
|
%
|
|
4.90
|
%
|
Expected return on plan assets
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.80
|
%
|
|
7.70
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
Rate of compensation increase
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.49
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
2014
|
||
Pension plan with PBOs in excess of fair value of plan assets:
|
|
|
||
PBO
|
|
$
|
2.02
|
|
Fair value of plan assets
|
|
$
|
1.99
|
|
Number of plans
|
|
1
|
|
|
|
Balance as of December 31, 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
38,131
|
|
|
$
|
2,965
|
|
|
$
|
35,166
|
|
|
$
|
—
|
|
Equity holdings:
|
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
|
625,174
|
|
|
620,964
|
|
|
4,210
|
|
|
—
|
|
||||
Foreign companies
|
|
109,088
|
|
|
109,088
|
|
|
—
|
|
|
—
|
|
||||
Harley-Davidson common stock
|
|
83,942
|
|
|
83,942
|
|
|
—
|
|
|
—
|
|
||||
Pooled equity funds
|
|
323,613
|
|
|
323,613
|
|
|
—
|
|
|
—
|
|
||||
Limited partnership interests
|
|
31,227
|
|
|
140
|
|
|
1
|
|
|
31,086
|
|
||||
Total equity holdings
|
|
1,173,044
|
|
|
1,137,747
|
|
|
4,211
|
|
|
31,086
|
|
||||
Fixed-income holdings:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
51,375
|
|
|
51,375
|
|
|
—
|
|
|
—
|
|
||||
Federal agencies
|
|
45,282
|
|
|
—
|
|
|
45,282
|
|
|
—
|
|
||||
Corporate bonds
|
|
376,454
|
|
|
—
|
|
|
376,454
|
|
|
—
|
|
||||
Pooled fixed income funds
|
|
236,024
|
|
|
52,335
|
|
|
183,689
|
|
|
—
|
|
||||
Foreign bonds
|
|
58,956
|
|
|
—
|
|
|
58,956
|
|
|
—
|
|
||||
Municipal bonds
|
|
13,380
|
|
|
—
|
|
|
13,380
|
|
|
—
|
|
||||
Total fixed-income holdings
|
|
781,471
|
|
|
103,710
|
|
|
677,761
|
|
|
—
|
|
||||
Total pension plan assets
|
|
$
|
1,992,646
|
|
|
$
|
1,244,422
|
|
|
$
|
717,138
|
|
|
$
|
31,086
|
|
|
|
Limited Partnership
Interests
|
||
Balance, beginning of period
|
|
$
|
34,234
|
|
Actual return on plan assets:
|
|
|
||
Relating to assets still held at the reporting date
|
|
(3,178
|
)
|
|
Purchases, sales and settlements
|
|
30
|
|
|
Balance, end of period
|
|
$
|
31,086
|
|
|
|
Balance as of December 31, 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
8,033
|
|
|
$
|
7,278
|
|
|
$
|
755
|
|
|
$
|
—
|
|
Equity holdings:
|
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
|
75,349
|
|
|
75,349
|
|
|
—
|
|
|
—
|
|
||||
Foreign companies
|
|
15,571
|
|
|
15,050
|
|
|
521
|
|
|
—
|
|
||||
Pooled equity funds
|
|
19,138
|
|
|
19,138
|
|
|
—
|
|
|
—
|
|
||||
Limited partnership interests
|
|
3,884
|
|
|
15
|
|
|
—
|
|
|
3,869
|
|
||||
Total equity holdings
|
|
113,942
|
|
|
109,552
|
|
|
521
|
|
|
3,869
|
|
||||
Fixed-income holdings:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
11,457
|
|
|
11,457
|
|
|
—
|
|
|
—
|
|
||||
Federal agencies
|
|
1,876
|
|
|
—
|
|
|
1,876
|
|
|
—
|
|
||||
Corporate bonds
|
|
11,549
|
|
|
—
|
|
|
11,549
|
|
|
—
|
|
||||
Pooled fixed income funds
|
|
8,996
|
|
|
—
|
|
|
8,996
|
|
|
—
|
|
||||
Foreign bonds
|
|
770
|
|
|
—
|
|
|
770
|
|
|
—
|
|
||||
Municipal bonds
|
|
217
|
|
|
—
|
|
|
217
|
|
|
—
|
|
||||
Total fixed-income holdings
|
|
34,865
|
|
|
11,457
|
|
|
23,408
|
|
|
—
|
|
||||
Total postretirement healthcare plan assets
|
|
$
|
156,840
|
|
|
$
|
128,287
|
|
|
$
|
24,684
|
|
|
$
|
3,869
|
|
|
|
Limited Partnership
Interests
|
||
Balance, beginning of period
|
|
$
|
—
|
|
Actual return on plan assets:
|
|
|
||
Relating to assets still held at the reporting date
|
|
(178
|
)
|
|
Purchases, sales and settlements
|
|
4,047
|
|
|
Balance, end of period
|
|
$
|
3,869
|
|
|
|
Balance as of December 31, 2013
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
40,578
|
|
|
$
|
—
|
|
|
$
|
40,578
|
|
|
$
|
—
|
|
Equity holdings:
|
|
|
|
|
|
|
|
|
||||||||
U.S. companies
|
|
519,405
|
|
|
516,444
|
|
|
2,961
|
|
|
—
|
|
||||
Foreign companies
|
|
125,361
|
|
|
125,320
|
|
|
41
|
|
|
—
|
|
||||
Harley-Davidson common stock
|
|
88,184
|
|
|
88,184
|
|
|
—
|
|
|
—
|
|
||||
Pooled equity funds
|
|
558,004
|
|
|
558,004
|
|
|
—
|
|
|
—
|
|
||||
Limited partnership interests
|
|
34,234
|
|
|
—
|
|
|
—
|
|
|
34,234
|
|
||||
Total equity holdings
|
|
1,325,188
|
|
|
1,287,952
|
|
|
3,002
|
|
|
34,234
|
|
||||
Fixed-income holdings:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
34,044
|
|
|
34,044
|
|
|
—
|
|
|
—
|
|
||||
Federal agencies
|
|
33,250
|
|
|
—
|
|
|
33,250
|
|
|
—
|
|
||||
Corporate bonds
|
|
223,992
|
|
|
—
|
|
|
223,992
|
|
|
—
|
|
||||
Pooled fixed income funds
|
|
212,465
|
|
|
51,959
|
|
|
160,506
|
|
|
—
|
|
||||
Foreign bonds
|
|
40,885
|
|
|
—
|
|
|
40,885
|
|
|
—
|
|
||||
Municipal bonds
|
|
10,199
|
|
|
—
|
|
|
10,199
|
|
|
—
|
|
||||
Total fixed-income holdings
|
|
554,835
|
|
|
86,003
|
|
|
468,832
|
|
|
—
|
|
||||
Total pension plan assets
|
|
$
|
1,920,601
|
|
|
$
|
1,373,955
|
|
|
$
|
512,412
|
|
|
$
|
34,234
|
|
|
|
Total
|
|
Limited Partnership
Interests
|
|
Other
|
||||||
Balance, beginning of period
|
|
$
|
36,582
|
|
|
$
|
35,954
|
|
|
$
|
628
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
2,951
|
|
|
2,951
|
|
|
—
|
|
|||
Purchases, sales and settlements
|
|
(5,299
|
)
|
|
(4,671
|
)
|
|
(628
|
)
|
|||
Balance, end of period
|
|
$
|
34,234
|
|
|
$
|
34,234
|
|
|
$
|
—
|
|
|
|
Balance as of December 31, 2013
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
8,402
|
|
|
$
|
—
|
|
|
$
|
8,402
|
|
Equity holdings:
|
|
|
|
|
|
|
||||||
U.S. companies
|
|
29,365
|
|
|
29,365
|
|
|
—
|
|
|||
Foreign companies
|
|
18,010
|
|
|
17,630
|
|
|
380
|
|
|||
Pooled equity funds
|
|
61,134
|
|
|
61,134
|
|
|
—
|
|
|||
Total equity holdings
|
|
108,509
|
|
|
108,129
|
|
|
380
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
|
9,488
|
|
|
9,488
|
|
|
—
|
|
|||
Federal agencies
|
|
2,579
|
|
|
—
|
|
|
2,579
|
|
|||
Corporate bonds
|
|
8,685
|
|
|
—
|
|
|
8,685
|
|
|||
Pooled fixed income funds
|
|
8,977
|
|
|
—
|
|
|
8,977
|
|
|||
Foreign bonds
|
|
941
|
|
|
—
|
|
|
941
|
|
|||
Municipal bonds
|
|
294
|
|
|
—
|
|
|
294
|
|
|||
Total fixed-income holdings
|
|
30,964
|
|
|
9,488
|
|
|
21,476
|
|
|||
Total postretirement healthcare plan assets
|
|
$
|
147,875
|
|
|
$
|
117,617
|
|
|
$
|
30,258
|
|
|
|
One
Percent
Increase
|
|
One
Percent
Decrease
|
||||
Total of service and interest cost components in 2014
|
|
$
|
747
|
|
|
$
|
(726
|
)
|
Accumulated benefit obligation as of December 31, 2014
|
|
$
|
12,909
|
|
|
$
|
(12,001
|
)
|
|
|
Pension
Benefits
|
|
SERPA
Benefits
|
|
Postretirement
Healthcare
Benefits
|
|
Medicare
Subsidy
Receipts
|
||||||||
2015
|
|
$
|
70,191
|
|
|
$
|
1,148
|
|
|
$
|
30,123
|
|
|
$
|
1,380
|
|
2016
|
|
$
|
71,110
|
|
|
$
|
4,064
|
|
|
$
|
28,455
|
|
|
$
|
—
|
|
2017
|
|
$
|
72,624
|
|
|
$
|
1,872
|
|
|
$
|
28,035
|
|
|
$
|
—
|
|
2018
|
|
$
|
74,515
|
|
|
$
|
1,793
|
|
|
$
|
26,964
|
|
|
$
|
—
|
|
2019
|
|
$
|
77,117
|
|
|
$
|
2,432
|
|
|
$
|
26,009
|
|
|
$
|
—
|
|
2020-2024
|
|
$
|
454,102
|
|
|
$
|
16,577
|
|
|
$
|
128,686
|
|
|
$
|
—
|
|
2015
|
|
$
|
12,309
|
|
2016
|
|
9,342
|
|
|
2017
|
|
6,983
|
|
|
2018
|
|
5,535
|
|
|
2019
|
|
5,278
|
|
|
After 2019
|
|
15,955
|
|
|
Total operating lease payments
|
|
$
|
55,402
|
|
|
|
Shares Repurchased
|
|
Authorization Remaining
at December 31, 2014 |
||||||||
Board of Directors’ Authorization
|
|
2014
|
|
2013
|
|
2012
|
|
|||||
1997 Authorization
|
|
3.2
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
2007 Authorization
|
|
5.8
|
|
|
7.7
|
|
|
2.2
|
|
|
0.9
|
|
2014 Authorization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
Total
|
|
9.0
|
|
|
7.7
|
|
|
6.5
|
|
|
20.9
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Expected average term (in years)
|
|
6.1
|
|
|
6.1
|
|
|
6.3
|
|
Expected volatility
|
|
25% - 34%
|
|
|
27% - 36%
|
|
|
32% - 50%
|
|
Weighted average volatility
|
|
32
|
%
|
|
33
|
%
|
|
41
|
%
|
Expected dividend yield
|
|
1.8
|
%
|
|
1.6
|
%
|
|
1.1
|
%
|
Risk-free interest rate
|
|
0.1% - 2.8%
|
|
|
0.1% - 2.1%
|
|
|
0.1% - 2.1%
|
|
|
|
Options
|
|
Weighted-
Average Price
|
|||
Options outstanding, beginning of period
|
|
3,391
|
|
|
$
|
40
|
|
Options granted
|
|
401
|
|
|
$
|
62
|
|
Options exercised
|
|
(1,002
|
)
|
|
$
|
38
|
|
Options forfeited
|
|
(73
|
)
|
|
$
|
58
|
|
Options outstanding, end of period
|
|
2,717
|
|
|
$
|
43
|
|
Exercisable, end of period
|
|
1,938
|
|
|
$
|
38
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Exercised
|
|
$
|
31,623
|
|
|
$
|
28,879
|
|
|
$
|
34,443
|
|
Outstanding
|
|
$
|
61,947
|
|
|
$
|
100,054
|
|
|
$
|
60,963
|
|
Exercisable
|
|
$
|
54,071
|
|
|
$
|
81,930
|
|
|
$
|
35,873
|
|
Price Range
|
|
Weighted-Average
Contractual Life
|
|
Options
|
|
Weighted-Average
Exercise Price
|
|||
$10.01 to $20
|
|
4.0
|
|
409
|
|
|
$
|
13
|
|
$20.01 to $30
|
|
5.1
|
|
233
|
|
|
$
|
23
|
|
$30.01 to $40
|
|
3.1
|
|
262
|
|
|
$
|
39
|
|
$40.01 to $50
|
|
6.6
|
|
659
|
|
|
$
|
44
|
|
$50.01 to $60
|
|
6.7
|
|
494
|
|
|
$
|
52
|
|
$60.01 to $70
|
|
5.8
|
|
660
|
|
|
$
|
64
|
|
Options outstanding
|
|
5.6
|
|
2,717
|
|
|
$
|
43
|
|
Options exercisable
|
|
4.4
|
|
1,938
|
|
|
$
|
38
|
|
|
|
2014
|
|
2013
|
||
Expected average term (in years)
|
|
3.7 - 5.4
|
|
|
3.5 - 4.3
|
|
Expected volatility
|
|
25% - 31%
|
|
|
24% - 32%
|
|
Expected dividend yield
|
|
1.7
|
%
|
|
1.2
|
%
|
Risk-free interest rate
|
|
0.0% - 2.3%
|
|
|
0.1% - 3.0%
|
|
|
|
SARs
|
|
Weighted-Average
Price
|
|||
Outstanding, beginning of period
|
|
210
|
|
|
$
|
26
|
|
Granted
|
|
12
|
|
|
$
|
62
|
|
Exercised
|
|
(46
|
)
|
|
$
|
20
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Outstanding, end of period
|
|
176
|
|
|
$
|
30
|
|
Exercisable, end of period
|
|
148
|
|
|
$
|
25
|
|
|
|
Restricted
Shares
|
|
Grant Date
Fair Value
Per Share
|
|||
Nonvested, beginning of period
|
|
982
|
|
|
$
|
47
|
|
Granted
|
|
459
|
|
|
$
|
62
|
|
Vested
|
|
(464
|
)
|
|
$
|
46
|
|
Forfeited
|
|
(57
|
)
|
|
$
|
56
|
|
Nonvested, end of period
|
|
920
|
|
|
$
|
54
|
|
|
|
Restricted
Stock Unit
|
|
Weighted-Average
Grant Date
Fair Value
Per Share
|
|||
Nonvested, beginning of period
|
|
147
|
|
|
$
|
66
|
|
Granted
|
|
72
|
|
|
$
|
66
|
|
Vested
|
|
(74
|
)
|
|
$
|
63
|
|
Forfeited
|
|
(16
|
)
|
|
$
|
66
|
|
Nonvested, end of period
|
|
129
|
|
|
$
|
66
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator
:
|
|
|
|
|
|
|
||||||
Income used in computing basic and diluted earnings per share
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
Denominator
:
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per share-weighted-average common shares
|
|
216,305
|
|
|
222,475
|
|
|
227,119
|
|
|||
Effect of dilutive securities – employee stock compensation plan
|
|
1,401
|
|
|
1,596
|
|
|
2,110
|
|
|||
Denominator for diluted earnings per share- adjusted weighted-average shares outstanding
|
|
217,706
|
|
|
224,071
|
|
|
229,229
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.90
|
|
|
$
|
3.30
|
|
|
$
|
2.75
|
|
Diluted
|
|
$
|
3.88
|
|
|
$
|
3.28
|
|
|
$
|
2.72
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Motorcycles net revenue
|
|
$
|
5,567,681
|
|
|
$
|
5,258,290
|
|
|
$
|
4,942,582
|
|
Gross profit
|
|
2,025,080
|
|
|
1,862,372
|
|
|
1,720,188
|
|
|||
Selling, administrative and engineering expense
|
|
1,021,933
|
|
|
993,894
|
|
|
976,224
|
|
|||
Restructuring (benefit) expense and other impairments
|
|
—
|
|
|
(2,131
|
)
|
|
28,475
|
|
|||
Operating income from Motorcycles
|
|
$
|
1,003,147
|
|
|
$
|
870,609
|
|
|
$
|
715,489
|
|
Financial Services revenue
|
|
$
|
660,827
|
|
|
$
|
641,582
|
|
|
$
|
637,924
|
|
Financial Services expense
|
|
382,991
|
|
|
358,489
|
|
|
353,237
|
|
|||
Operating income from Financial Services
|
|
$
|
277,836
|
|
|
$
|
283,093
|
|
|
$
|
284,687
|
|
|
|
Motorcycles
|
|
Financial
Services
|
|
Consolidated
|
||||||
2014
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,502,190
|
|
|
$
|
7,025,907
|
|
|
$
|
9,528,097
|
|
Depreciation
|
|
$
|
171,187
|
|
|
$
|
8,113
|
|
|
$
|
179,300
|
|
Capital expenditures
|
|
$
|
224,262
|
|
|
$
|
8,057
|
|
|
$
|
232,319
|
|
2013
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,793,497
|
|
|
$
|
6,611,543
|
|
|
$
|
9,405,040
|
|
Depreciation
|
|
$
|
160,181
|
|
|
$
|
6,891
|
|
|
$
|
167,072
|
|
Capital expenditures
|
|
$
|
199,354
|
|
|
$
|
8,967
|
|
|
$
|
208,321
|
|
2012
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,751,018
|
|
|
$
|
6,419,755
|
|
|
$
|
9,170,773
|
|
Depreciation
|
|
$
|
162,659
|
|
|
$
|
6,319
|
|
|
$
|
168,978
|
|
Capital expenditures
|
|
$
|
180,416
|
|
|
$
|
8,586
|
|
|
$
|
189,002
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue from Motorcycles
(a)
:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
3,773,087
|
|
|
$
|
3,562,847
|
|
|
$
|
3,363,640
|
|
EMEA region
|
|
869,690
|
|
|
769,864
|
|
|
710,861
|
|
|||
Japan
|
|
197,792
|
|
|
217,700
|
|
|
244,907
|
|
|||
Canada
|
|
194,422
|
|
|
204,315
|
|
|
186,550
|
|
|||
Australia
|
|
190,029
|
|
|
193,081
|
|
|
186,674
|
|
|||
Other foreign countries
|
|
342,661
|
|
|
310,483
|
|
|
249,950
|
|
|||
Total revenue from Motorcycles
|
|
$
|
5,567,681
|
|
|
$
|
5,258,290
|
|
|
$
|
4,942,582
|
|
Revenue from Financial Services
(a)
:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
627,317
|
|
|
$
|
609,574
|
|
|
$
|
607,909
|
|
Europe
|
|
5,684
|
|
|
4,274
|
|
|
3,661
|
|
|||
Canada
|
|
23,707
|
|
|
24,486
|
|
|
24,532
|
|
|||
Other foreign countries
|
|
4,119
|
|
|
3,248
|
|
|
1,822
|
|
|||
Total revenue from Financial Services
|
|
$
|
660,827
|
|
|
$
|
641,582
|
|
|
$
|
637,924
|
|
Long-lived assets
(b)
:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
865,617
|
|
|
$
|
874,833
|
|
|
$
|
825,509
|
|
International
|
|
34,328
|
|
|
36,860
|
|
|
56,143
|
|
|||
Total long-lived assets
|
|
$
|
899,945
|
|
|
$
|
911,693
|
|
|
$
|
881,652
|
|
(a)
|
Revenue is attributed to geographic regions based on location of customer.
|
(b)
|
Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, “Segment Reporting,” such as deferred income taxes and finance receivables.
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
|
$
|
5,577,697
|
|
|
$
|
—
|
|
|
$
|
(10,016
|
)
|
|
$
|
5,567,681
|
|
Financial Services
|
|
—
|
|
|
662,345
|
|
|
(1,518
|
)
|
|
660,827
|
|
||||
Total revenue
|
|
5,577,697
|
|
|
662,345
|
|
|
(11,534
|
)
|
|
6,228,508
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
|
3,542,601
|
|
|
—
|
|
|
—
|
|
|
3,542,601
|
|
||||
Financial Services interest expense
|
|
—
|
|
|
164,476
|
|
|
—
|
|
|
164,476
|
|
||||
Financial Services provision for credit losses
|
|
—
|
|
|
80,946
|
|
|
—
|
|
|
80,946
|
|
||||
Selling, administrative and engineering expense
|
|
1,023,450
|
|
|
147,586
|
|
|
(11,534
|
)
|
|
1,159,502
|
|
||||
Total costs and expenses
|
|
4,566,051
|
|
|
393,008
|
|
|
(11,534
|
)
|
|
4,947,525
|
|
||||
Operating income
|
|
1,011,646
|
|
|
269,337
|
|
|
—
|
|
|
1,280,983
|
|
||||
Investment income
|
|
126,499
|
|
|
—
|
|
|
(120,000
|
)
|
|
6,499
|
|
||||
Interest expense
|
|
4,162
|
|
|
—
|
|
|
—
|
|
|
4,162
|
|
||||
Income before provision for income taxes
|
|
1,133,983
|
|
|
269,337
|
|
|
(120,000
|
)
|
|
1,283,320
|
|
||||
Provision for income taxes
|
|
338,453
|
|
|
100,256
|
|
|
—
|
|
|
438,709
|
|
||||
Net income
|
|
$
|
795,530
|
|
|
$
|
169,081
|
|
|
$
|
(120,000
|
)
|
|
$
|
844,611
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
|
$
|
5,268,480
|
|
|
$
|
—
|
|
|
$
|
(10,190
|
)
|
|
$
|
5,258,290
|
|
Financial Services
|
|
—
|
|
|
643,067
|
|
|
(1,485
|
)
|
|
641,582
|
|
||||
Total revenue
|
|
5,268,480
|
|
|
643,067
|
|
|
(11,675
|
)
|
|
5,899,872
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
|
3,395,918
|
|
|
—
|
|
|
—
|
|
|
3,395,918
|
|
||||
Financial Services interest expense
|
|
—
|
|
|
165,491
|
|
|
—
|
|
|
165,491
|
|
||||
Financial Services provision for credit losses
|
|
—
|
|
|
60,008
|
|
|
—
|
|
|
60,008
|
|
||||
Selling, administrative and engineering expense
|
|
995,378
|
|
|
143,181
|
|
|
(11,675
|
)
|
|
1,126,884
|
|
||||
Restructuring benefit
|
|
(2,131
|
)
|
|
—
|
|
|
—
|
|
|
(2,131
|
)
|
||||
Total costs and expenses
|
|
4,389,165
|
|
|
368,680
|
|
|
(11,675
|
)
|
|
4,746,170
|
|
||||
Operating income
|
|
879,315
|
|
|
274,387
|
|
|
—
|
|
|
1,153,702
|
|
||||
Investment income
|
|
190,859
|
|
|
—
|
|
|
(185,000
|
)
|
|
5,859
|
|
||||
Interest expense
|
|
45,256
|
|
|
—
|
|
|
—
|
|
|
45,256
|
|
||||
Income before provision for income taxes
|
|
1,024,918
|
|
|
274,387
|
|
|
(185,000
|
)
|
|
1,114,305
|
|
||||
Provision for income taxes
|
|
279,841
|
|
|
100,471
|
|
|
—
|
|
|
380,312
|
|
||||
Net income
|
|
$
|
745,077
|
|
|
$
|
173,916
|
|
|
$
|
(185,000
|
)
|
|
$
|
733,993
|
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
|
$
|
4,952,748
|
|
|
$
|
—
|
|
|
$
|
(10,166
|
)
|
|
$
|
4,942,582
|
|
Financial Services
|
|
—
|
|
|
639,482
|
|
|
(1,558
|
)
|
|
637,924
|
|
||||
Total revenue
|
|
4,952,748
|
|
|
639,482
|
|
|
(11,724
|
)
|
|
5,580,506
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
|
3,222,394
|
|
|
—
|
|
|
—
|
|
|
3,222,394
|
|
||||
Financial Services interest expense
|
|
—
|
|
|
195,990
|
|
|
—
|
|
|
195,990
|
|
||||
Financial Services provision for credit losses
|
|
—
|
|
|
22,239
|
|
|
—
|
|
|
22,239
|
|
||||
Selling, administrative and engineering expense
|
|
977,782
|
|
|
145,174
|
|
|
(11,724
|
)
|
|
1,111,232
|
|
||||
Restructuring expense
|
|
28,475
|
|
|
—
|
|
|
—
|
|
|
28,475
|
|
||||
Total costs and expenses
|
|
4,228,651
|
|
|
363,403
|
|
|
(11,724
|
)
|
|
4,580,330
|
|
||||
Operating income
|
|
724,097
|
|
|
276,079
|
|
|
—
|
|
|
1,000,176
|
|
||||
Investment income
|
|
232,369
|
|
|
—
|
|
|
(225,000
|
)
|
|
7,369
|
|
||||
Interest expense
|
|
46,033
|
|
|
—
|
|
|
—
|
|
|
46,033
|
|
||||
Income before provision for income taxes
|
|
910,433
|
|
|
276,079
|
|
|
(225,000
|
)
|
|
961,512
|
|
||||
Provision for income taxes
|
|
233,385
|
|
|
104,202
|
|
|
—
|
|
|
337,587
|
|
||||
Net income
|
|
$
|
677,048
|
|
|
$
|
171,877
|
|
|
$
|
(225,000
|
)
|
|
$
|
623,925
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
573,895
|
|
|
$
|
332,785
|
|
|
$
|
—
|
|
|
$
|
906,680
|
|
Marketable securities
|
|
57,325
|
|
|
—
|
|
|
—
|
|
|
57,325
|
|
||||
Accounts receivable, net
|
|
658,735
|
|
|
—
|
|
|
(411,114
|
)
|
|
247,621
|
|
||||
Finance receivables, net
|
|
—
|
|
|
1,916,635
|
|
|
—
|
|
|
1,916,635
|
|
||||
Inventories
|
|
448,871
|
|
|
—
|
|
|
—
|
|
|
448,871
|
|
||||
Restricted cash
|
|
—
|
|
|
98,627
|
|
|
—
|
|
|
98,627
|
|
||||
Deferred income taxes
|
|
50,015
|
|
|
39,901
|
|
|
—
|
|
|
89,916
|
|
||||
Other current assets
|
|
142,278
|
|
|
43,125
|
|
|
(2,983
|
)
|
|
182,420
|
|
||||
Total current assets
|
|
1,931,119
|
|
|
2,431,073
|
|
|
(414,097
|
)
|
|
3,948,095
|
|
||||
Finance receivables, net
|
|
—
|
|
|
4,516,246
|
|
|
—
|
|
|
4,516,246
|
|
||||
Property, plant and equipment, net
|
|
848,661
|
|
|
34,416
|
|
|
—
|
|
|
883,077
|
|
||||
Goodwill
|
|
27,752
|
|
|
—
|
|
|
—
|
|
|
27,752
|
|
||||
Deferred income taxes
|
|
75,121
|
|
|
4,863
|
|
|
(2,149
|
)
|
|
77,835
|
|
||||
Other long-term assets
|
|
113,727
|
|
|
39,309
|
|
|
(77,944
|
)
|
|
75,092
|
|
||||
|
|
$
|
2,996,380
|
|
|
$
|
7,025,907
|
|
|
$
|
(494,190
|
)
|
|
$
|
9,528,097
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
171,098
|
|
|
$
|
436,884
|
|
|
$
|
(411,114
|
)
|
|
$
|
196,868
|
|
Accrued liabilities
|
|
370,652
|
|
|
83,797
|
|
|
(5,132
|
)
|
|
449,317
|
|
||||
Short-term debt
|
|
—
|
|
|
731,786
|
|
|
—
|
|
|
731,786
|
|
||||
Current portion of long-term debt
|
|
—
|
|
|
1,011,315
|
|
|
—
|
|
|
1,011,315
|
|
||||
Total current liabilities
|
|
541,750
|
|
|
2,263,782
|
|
|
(416,246
|
)
|
|
2,389,286
|
|
||||
Long-term debt
|
|
—
|
|
|
3,761,528
|
|
|
—
|
|
|
3,761,528
|
|
||||
Pension liability
|
|
76,186
|
|
|
—
|
|
|
—
|
|
|
76,186
|
|
||||
Postretirement healthcare liability
|
|
203,006
|
|
|
—
|
|
|
—
|
|
|
203,006
|
|
||||
Other long-term liabilities
|
|
164,060
|
|
|
24,745
|
|
|
—
|
|
|
188,805
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
||||||||
Total shareholders’ equity
|
|
2,011,378
|
|
|
975,852
|
|
|
(77,944
|
)
|
|
2,909,286
|
|
||||
|
|
$
|
2,996,380
|
|
|
$
|
7,025,907
|
|
|
$
|
(494,190
|
)
|
|
$
|
9,528,097
|
|
|
|
December 31, 2013
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
718,912
|
|
|
$
|
347,700
|
|
|
$
|
—
|
|
|
$
|
1,066,612
|
|
Marketable securities
|
|
99,009
|
|
|
—
|
|
|
—
|
|
|
99,009
|
|
||||
Accounts receivable, net
|
|
850,248
|
|
|
—
|
|
|
(589,183
|
)
|
|
261,065
|
|
||||
Finance receivables, net
|
|
—
|
|
|
1,773,686
|
|
|
—
|
|
|
1,773,686
|
|
||||
Inventories
|
|
424,507
|
|
|
—
|
|
|
—
|
|
|
424,507
|
|
||||
Restricted cash
|
|
—
|
|
|
144,807
|
|
|
—
|
|
|
144,807
|
|
||||
Deferred income taxes
|
|
70,557
|
|
|
33,068
|
|
|
—
|
|
|
103,625
|
|
||||
Other current assets
|
|
82,717
|
|
|
34,573
|
|
|
(1,798
|
)
|
|
115,492
|
|
||||
Total current assets
|
|
2,245,950
|
|
|
2,333,834
|
|
|
(590,981
|
)
|
|
3,988,803
|
|
||||
Finance receivables, net
|
|
—
|
|
|
4,225,877
|
|
|
—
|
|
|
4,225,877
|
|
||||
Property, plant and equipment, net
|
|
808,005
|
|
|
34,472
|
|
|
—
|
|
|
842,477
|
|
||||
Prepaid pension costs
|
|
244,871
|
|
|
—
|
|
|
—
|
|
|
244,871
|
|
||||
Goodwill
|
|
30,452
|
|
|
—
|
|
|
—
|
|
|
30,452
|
|
||||
Deferred income taxes
|
|
3,339
|
|
|
—
|
|
|
—
|
|
|
3,339
|
|
||||
Other long-term assets
|
|
126,940
|
|
|
17,360
|
|
|
(75,079
|
)
|
|
69,221
|
|
||||
|
|
$
|
3,459,557
|
|
|
$
|
6,611,543
|
|
|
$
|
(666,060
|
)
|
|
$
|
9,405,040
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
203,786
|
|
|
$
|
625,191
|
|
|
$
|
(589,183
|
)
|
|
$
|
239,794
|
|
Accrued liabilities
|
|
353,618
|
|
|
77,774
|
|
|
(4,057
|
)
|
|
427,335
|
|
||||
Short-term debt
|
|
—
|
|
|
666,317
|
|
|
—
|
|
|
666,317
|
|
||||
Current portion of long-term debt
|
|
303,000
|
|
|
873,140
|
|
|
—
|
|
|
1,176,140
|
|
||||
Total current liabilities
|
|
860,404
|
|
|
2,242,422
|
|
|
(593,240
|
)
|
|
2,509,586
|
|
||||
Long-term debt
|
|
—
|
|
|
3,416,713
|
|
|
—
|
|
|
3,416,713
|
|
||||
Pension liability
|
|
36,371
|
|
|
—
|
|
|
—
|
|
|
36,371
|
|
||||
Postretirement healthcare liability
|
|
216,165
|
|
|
—
|
|
|
—
|
|
|
216,165
|
|
||||
Deferred income taxes
|
|
44,584
|
|
|
2,656
|
|
|
2,259
|
|
|
49,499
|
|
||||
Other long-term liabilities
|
|
146,686
|
|
|
20,534
|
|
|
—
|
|
|
167,220
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
||||||||
Total shareholders’ equity
|
|
2,155,347
|
|
|
929,218
|
|
|
(75,079
|
)
|
|
3,009,486
|
|
||||
|
|
$
|
3,459,557
|
|
|
$
|
6,611,543
|
|
|
$
|
(666,060
|
)
|
|
$
|
9,405,040
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
&
Adjustments
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
795,530
|
|
|
$
|
169,081
|
|
|
$
|
(120,000
|
)
|
|
$
|
844,611
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
171,187
|
|
|
8,113
|
|
|
—
|
|
|
179,300
|
|
||||
Amortization of deferred loan origination costs
|
|
—
|
|
|
94,429
|
|
|
—
|
|
|
94,429
|
|
||||
Amortization of financing origination fees
|
|
59
|
|
|
8,383
|
|
|
—
|
|
|
8,442
|
|
||||
Provision for employee long-term benefits
|
|
33,709
|
|
|
—
|
|
|
—
|
|
|
33,709
|
|
||||
Contributions to pension and postretirement plans
|
|
(29,686
|
)
|
|
—
|
|
|
—
|
|
|
(29,686
|
)
|
||||
Stock compensation expense
|
|
35,064
|
|
|
2,865
|
|
|
—
|
|
|
37,929
|
|
||||
Net change in wholesale finance receivables
|
|
—
|
|
|
—
|
|
|
(75,210
|
)
|
|
(75,210
|
)
|
||||
Provision for credit losses
|
|
—
|
|
|
80,946
|
|
|
—
|
|
|
80,946
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
3,942
|
|
|
—
|
|
|
3,942
|
|
||||
Deferred income taxes
|
|
(191
|
)
|
|
(7,430
|
)
|
|
—
|
|
|
(7,621
|
)
|
||||
Foreign currency adjustments
|
|
21,964
|
|
|
—
|
|
|
—
|
|
|
21,964
|
|
||||
Other, net
|
|
20,273
|
|
|
(21,764
|
)
|
|
—
|
|
|
(1,491
|
)
|
||||
Change in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
(31,740
|
)
|
|
—
|
|
|
21,931
|
|
|
(9,809
|
)
|
||||
Finance receivables—accrued interest and other
|
|
—
|
|
|
(2,515
|
)
|
|
—
|
|
|
(2,515
|
)
|
||||
Inventories
|
|
(50,886
|
)
|
|
—
|
|
|
—
|
|
|
(50,886
|
)
|
||||
Accounts payable and accrued liabilities
|
|
16,074
|
|
|
21,629
|
|
|
(18,575
|
)
|
|
19,128
|
|
||||
Restructuring reserves
|
|
2,181
|
|
|
—
|
|
|
—
|
|
|
2,181
|
|
||||
Derivative instruments
|
|
703
|
|
|
—
|
|
|
—
|
|
|
703
|
|
||||
Prepaid and other
|
|
(17,187
|
)
|
|
13,798
|
|
|
—
|
|
|
(3,389
|
)
|
||||
Total adjustments
|
|
171,524
|
|
|
202,396
|
|
|
(71,854
|
)
|
|
302,066
|
|
||||
Net cash provided by operating activities
|
|
967,054
|
|
|
371,477
|
|
|
(191,854
|
)
|
|
1,146,677
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
(224,262
|
)
|
|
(8,057
|
)
|
|
—
|
|
|
(232,319
|
)
|
||||
Origination of finance receivables
|
|
—
|
|
|
(7,693,884
|
)
|
|
4,125,461
|
|
|
(3,568,423
|
)
|
||||
Collections of finance receivables
|
|
—
|
|
|
7,066,852
|
|
|
(4,053,607
|
)
|
|
3,013,245
|
|
||||
Sales and redemptions of marketable securities
|
|
41,010
|
|
|
—
|
|
|
—
|
|
|
41,010
|
|
||||
Other
|
|
1,837
|
|
|
—
|
|
|
—
|
|
|
1,837
|
|
||||
Net cash used by investing activities
|
|
(181,415
|
)
|
|
(635,089
|
)
|
|
71,854
|
|
|
(744,650
|
)
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
&
Adjustments
|
|
Consolidated
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
|
—
|
|
|
991,835
|
|
|
—
|
|
|
991,835
|
|
||||
Repayments of medium-term notes
|
|
—
|
|
|
(526,431
|
)
|
|
—
|
|
|
(526,431
|
)
|
||||
Repayment of senior unsecured notes
|
|
(303,000
|
)
|
|
—
|
|
|
—
|
|
|
(303,000
|
)
|
||||
Intercompany borrowing activity
|
|
200,000
|
|
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
||||
Proceeds from securitization debt
|
|
—
|
|
|
847,126
|
|
|
—
|
|
|
847,126
|
|
||||
Repayments of securitization debt
|
|
—
|
|
|
(834,856
|
)
|
|
—
|
|
|
(834,856
|
)
|
||||
Borrowings of asset-backed commercial paper
|
|
—
|
|
|
84,907
|
|
|
—
|
|
|
84,907
|
|
||||
Repayments of asset-backed commercial paper
|
|
—
|
|
|
(77,800
|
)
|
|
—
|
|
|
(77,800
|
)
|
||||
Net increase in credit facilities and unsecured commercial paper
|
|
—
|
|
|
63,945
|
|
|
—
|
|
|
63,945
|
|
||||
Net change in restricted cash
|
|
—
|
|
|
22,755
|
|
|
—
|
|
|
22,755
|
|
||||
Dividends
|
|
(238,300
|
)
|
|
(120,000
|
)
|
|
120,000
|
|
|
(238,300
|
)
|
||||
Purchase of common stock for treasury
|
|
(615,602
|
)
|
|
—
|
|
|
—
|
|
|
(615,602
|
)
|
||||
Excess tax benefits from share-based payments
|
|
11,540
|
|
|
—
|
|
|
—
|
|
|
11,540
|
|
||||
Issuance of common stock under employee stock option plans
|
|
37,785
|
|
|
—
|
|
|
—
|
|
|
37,785
|
|
||||
Net cash (used by) provided by financing activities
|
|
(907,577
|
)
|
|
251,481
|
|
|
120,000
|
|
|
(536,096
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(23,079
|
)
|
|
(2,784
|
)
|
|
—
|
|
|
(25,863
|
)
|
||||
Net decrease in cash and cash equivalents
|
|
$
|
(145,017
|
)
|
|
$
|
(14,915
|
)
|
|
$
|
—
|
|
|
$
|
(159,932
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents—beginning of period
|
|
$
|
718,912
|
|
|
$
|
347,700
|
|
|
$
|
—
|
|
|
$
|
1,066,612
|
|
Net decrease in cash and cash equivalents
|
|
(145,017
|
)
|
|
(14,915
|
)
|
|
—
|
|
|
(159,932
|
)
|
||||
Cash and cash equivalents—end of period
|
|
$
|
573,895
|
|
|
$
|
332,785
|
|
|
$
|
—
|
|
|
$
|
906,680
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
&
Adjustments
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
745,077
|
|
|
$
|
173,916
|
|
|
$
|
(185,000
|
)
|
|
$
|
733,993
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
160,181
|
|
|
6,891
|
|
|
—
|
|
|
167,072
|
|
||||
Amortization of deferred loan origination costs
|
|
—
|
|
|
86,181
|
|
|
—
|
|
|
86,181
|
|
||||
Amortization of financing origination fees
|
|
473
|
|
|
8,903
|
|
|
—
|
|
|
9,376
|
|
||||
Provision for employee long-term benefits
|
|
66,877
|
|
|
—
|
|
|
—
|
|
|
66,877
|
|
||||
Contributions to pension and postretirement plans
|
|
(204,796
|
)
|
|
—
|
|
|
—
|
|
|
(204,796
|
)
|
||||
Stock compensation expense
|
|
38,367
|
|
|
2,877
|
|
|
—
|
|
|
41,244
|
|
||||
Net change in wholesale finance receivables
|
|
—
|
|
|
—
|
|
|
28,865
|
|
|
28,865
|
|
||||
Provision for credit losses
|
|
—
|
|
|
60,008
|
|
|
—
|
|
|
60,008
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
4,947
|
|
|
—
|
|
|
4,947
|
|
||||
Deferred income taxes
|
|
54,568
|
|
|
(1,988
|
)
|
|
—
|
|
|
52,580
|
|
||||
Foreign currency adjustments
|
|
16,269
|
|
|
—
|
|
|
—
|
|
|
16,269
|
|
||||
Other, net
|
|
10,942
|
|
|
(819
|
)
|
|
—
|
|
|
10,123
|
|
||||
Change in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
(24,273
|
)
|
|
—
|
|
|
(12,380
|
)
|
|
(36,653
|
)
|
||||
Finance receivables – accrued interest and other
|
|
—
|
|
|
(346
|
)
|
|
—
|
|
|
(346
|
)
|
||||
Inventories
|
|
(46,474
|
)
|
|
—
|
|
|
—
|
|
|
(46,474
|
)
|
||||
Accounts payable and accrued liabilities
|
|
(60,907
|
)
|
|
(5,096
|
)
|
|
12,380
|
|
|
(53,623
|
)
|
||||
Restructuring reserves
|
|
(25,042
|
)
|
|
—
|
|
|
—
|
|
|
(25,042
|
)
|
||||
Derivative instruments
|
|
(2,161
|
)
|
|
(28
|
)
|
|
—
|
|
|
(2,189
|
)
|
||||
Prepaid and other
|
|
70,900
|
|
|
(2,219
|
)
|
|
—
|
|
|
68,681
|
|
||||
Total adjustments
|
|
54,924
|
|
|
159,311
|
|
|
28,865
|
|
|
243,100
|
|
||||
Net cash provided by operating activities
|
|
800,001
|
|
|
333,227
|
|
|
(156,135
|
)
|
|
977,093
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
(199,354
|
)
|
|
(8,967
|
)
|
|
—
|
|
|
(208,321
|
)
|
||||
Origination of finance receivables
|
|
—
|
|
|
(7,140,533
|
)
|
|
3,896,528
|
|
|
(3,244,005
|
)
|
||||
Collections of finance receivables
|
|
—
|
|
|
6,757,387
|
|
|
(3,925,393
|
)
|
|
2,831,994
|
|
||||
Purchases of marketable securities
|
|
(4,998
|
)
|
|
—
|
|
|
—
|
|
|
(4,998
|
)
|
||||
Sales and redemptions of marketable securities
|
|
40,108
|
|
|
—
|
|
|
—
|
|
|
40,108
|
|
||||
Other
|
|
16,355
|
|
|
—
|
|
|
—
|
|
|
16,355
|
|
||||
Net cash used by investing activities
|
|
(147,889
|
)
|
|
(392,113
|
)
|
|
(28,865
|
)
|
|
(568,867
|
)
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
|
Motorcycles
& Related
Products
Operations
|
|
Financial
Services
Operations
|
|
Eliminations
&
Adjustments
|
|
Consolidated
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Repayments of medium-term notes
|
|
—
|
|
|
(27,858
|
)
|
|
—
|
|
|
(27,858
|
)
|
||||
Intercompany borrowing activity
|
|
(50,000
|
)
|
|
50,000
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from securitization debt
|
|
—
|
|
|
647,516
|
|
|
—
|
|
|
647,516
|
|
||||
Repayments of securitization debt
|
|
—
|
|
|
(840,387
|
)
|
|
—
|
|
|
(840,387
|
)
|
||||
Borrowings of asset-backed commercial paper
|
|
—
|
|
|
88,456
|
|
|
—
|
|
|
88,456
|
|
||||
Net increase in credit facilities and unsecured commercial paper
|
|
—
|
|
|
371,085
|
|
|
—
|
|
|
371,085
|
|
||||
Repayments of asset-backed commercial paper
|
|
—
|
|
|
(78,765
|
)
|
|
—
|
|
|
(78,765
|
)
|
||||
Net change in restricted cash
|
|
—
|
|
|
43,201
|
|
|
—
|
|
|
43,201
|
|
||||
Dividends paid
|
|
(187,688
|
)
|
|
(185,000
|
)
|
|
185,000
|
|
|
(187,688
|
)
|
||||
Purchase of common stock for treasury, net of issuances
|
|
(479,231
|
)
|
|
—
|
|
|
—
|
|
|
(479,231
|
)
|
||||
Excess tax benefits from share based payments
|
|
19,895
|
|
|
—
|
|
|
—
|
|
|
19,895
|
|
||||
Issuance of common stock under employee stock option plans
|
|
50,567
|
|
|
—
|
|
|
—
|
|
|
50,567
|
|
||||
Net cash (used by) provided by financing activities
|
|
(646,457
|
)
|
|
68,248
|
|
|
185,000
|
|
|
(393,209
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(14,459
|
)
|
|
(2,084
|
)
|
|
—
|
|
|
(16,543
|
)
|
||||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(8,804
|
)
|
|
$
|
7,278
|
|
|
$
|
—
|
|
|
$
|
(1,526
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents – beginning of period
|
|
$
|
727,716
|
|
|
$
|
340,422
|
|
|
$
|
—
|
|
|
$
|
1,068,138
|
|
Net (decrease) increase in cash and cash equivalents
|
|
(8,804
|
)
|
|
7,278
|
|
|
—
|
|
|
(1,526
|
)
|
||||
Cash and cash equivalents – end of period
|
|
$
|
718,912
|
|
|
$
|
347,700
|
|
|
$
|
—
|
|
|
$
|
1,066,612
|
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
|
Motorcycles
& Related Products Operations |
|
Financial
Services Operations |
|
Eliminations
& Adjustments |
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
677,048
|
|
|
$
|
171,877
|
|
|
$
|
(225,000
|
)
|
|
$
|
623,925
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
162,659
|
|
|
6,319
|
|
|
—
|
|
|
168,978
|
|
||||
Amortization of deferred loan origination costs
|
|
—
|
|
|
78,592
|
|
|
—
|
|
|
78,592
|
|
||||
Amortization of financing origination fees
|
|
473
|
|
|
9,496
|
|
|
—
|
|
|
9,969
|
|
||||
Provision for employee long-term benefits
|
|
67,612
|
|
|
3,735
|
|
|
—
|
|
|
71,347
|
|
||||
Contributions to pension and postretirement plans
|
|
(244,416
|
)
|
|
—
|
|
|
—
|
|
|
(244,416
|
)
|
||||
Stock compensation expense
|
|
37,544
|
|
|
3,271
|
|
|
—
|
|
|
40,815
|
|
||||
Net change in wholesale finance receivables
|
|
—
|
|
|
—
|
|
|
2,513
|
|
|
2,513
|
|
||||
Provision for credit losses
|
|
—
|
|
|
22,239
|
|
|
—
|
|
|
22,239
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
4,323
|
|
|
—
|
|
|
4,323
|
|
||||
Pension and postretirement healthcare plan curtailment and settlement expense
|
|
6,242
|
|
|
—
|
|
|
—
|
|
|
6,242
|
|
||||
Deferred income taxes
|
|
117,772
|
|
|
10,680
|
|
|
—
|
|
|
128,452
|
|
||||
Foreign currency adjustments
|
|
9,773
|
|
|
—
|
|
|
—
|
|
|
9,773
|
|
||||
Other, net
|
|
(2,290
|
)
|
|
(4,926
|
)
|
|
—
|
|
|
(7,216
|
)
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
|
Motorcycles
& Related Products Operations |
|
Financial
Services Operations |
|
Eliminations
& Adjustments |
|
Consolidated
|
||||||||
Change in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
|
9,323
|
|
|
—
|
|
|
(23,013
|
)
|
|
(13,690
|
)
|
||||
Finance receivables – accrued interest and other
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Inventories
|
|
21,459
|
|
|
—
|
|
|
—
|
|
|
21,459
|
|
||||
Accounts payable and accrued liabilities
|
|
(6,368
|
)
|
|
(27,443
|
)
|
|
23,013
|
|
|
(10,798
|
)
|
||||
Restructuring reserves
|
|
(16,087
|
)
|
|
—
|
|
|
—
|
|
|
(16,087
|
)
|
||||
Derivative instruments
|
|
2,906
|
|
|
(148
|
)
|
|
—
|
|
|
2,758
|
|
||||
Prepaid and other
|
|
(95,162
|
)
|
|
(2,554
|
)
|
|
—
|
|
|
(97,716
|
)
|
||||
Total adjustments
|
|
71,440
|
|
|
103,580
|
|
|
2,513
|
|
|
177,533
|
|
||||
Net cash provided by operating activities
|
|
748,488
|
|
|
275,457
|
|
|
(222,487
|
)
|
|
801,458
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
(180,416
|
)
|
|
(8,586
|
)
|
|
—
|
|
|
(189,002
|
)
|
||||
Origination of finance receivables
|
|
—
|
|
|
(6,544,828
|
)
|
|
3,686,127
|
|
|
(2,858,701
|
)
|
||||
Collections of finance receivables
|
|
—
|
|
|
6,456,729
|
|
|
(3,688,640
|
)
|
|
2,768,089
|
|
||||
Purchases of marketable securities
|
|
(4,993
|
)
|
|
—
|
|
|
—
|
|
|
(4,993
|
)
|
||||
Sales and redemptions of marketable securities
|
|
23,296
|
|
|
—
|
|
|
—
|
|
|
23,296
|
|
||||
Net cash used by investing activities
|
|
(162,113
|
)
|
|
(96,685
|
)
|
|
(2,513
|
)
|
|
(261,311
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
|
—
|
|
|
993,737
|
|
|
—
|
|
|
993,737
|
|
||||
Repayment of medium-term notes
|
|
—
|
|
|
(420,870
|
)
|
|
—
|
|
|
(420,870
|
)
|
||||
Intercompany borrowing activity
|
|
(400,000
|
)
|
|
400,000
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from securitization debt
|
|
—
|
|
|
763,895
|
|
|
—
|
|
|
763,895
|
|
||||
Repayments of securitization debt
|
|
—
|
|
|
(1,405,599
|
)
|
|
—
|
|
|
(1,405,599
|
)
|
||||
Borrowings of asset-backed commercial paper
|
|
—
|
|
|
200,417
|
|
|
—
|
|
|
200,417
|
|
||||
Net decrease in credit facilities and unsecured commercial paper
|
|
—
|
|
|
(744,724
|
)
|
|
—
|
|
|
(744,724
|
)
|
||||
Repayments of asset-backed commercial paper
|
|
—
|
|
|
(24,301
|
)
|
|
—
|
|
|
(24,301
|
)
|
||||
Net change in restricted cash
|
|
—
|
|
|
41,647
|
|
|
—
|
|
|
41,647
|
|
||||
Dividends paid
|
|
(141,681
|
)
|
|
(225,000
|
)
|
|
225,000
|
|
|
(141,681
|
)
|
||||
Purchase of common stock for treasury, net of issuances
|
|
(311,632
|
)
|
|
—
|
|
|
—
|
|
|
(311,632
|
)
|
||||
Excess tax benefits from share based payments
|
|
13,065
|
|
|
—
|
|
|
—
|
|
|
13,065
|
|
||||
Issuance of common stock under employee stock option plans
|
|
45,973
|
|
|
—
|
|
|
—
|
|
|
45,973
|
|
||||
Net cash used by financing activities
|
|
(794,275
|
)
|
|
(420,798
|
)
|
|
225,000
|
|
|
(990,073
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(7,714
|
)
|
|
(1,172
|
)
|
|
—
|
|
|
(8,886
|
)
|
||||
Net decrease in cash and cash equivalents
|
|
$
|
(215,614
|
)
|
|
$
|
(243,198
|
)
|
|
$
|
—
|
|
|
$
|
(458,812
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents – beginning of period
|
|
$
|
943,330
|
|
|
$
|
583,620
|
|
|
$
|
—
|
|
|
$
|
1,526,950
|
|
Net decrease in cash and cash equivalents
|
|
(215,614
|
)
|
|
(243,198
|
)
|
|
—
|
|
|
(458,812
|
)
|
||||
Cash and cash equivalents – end of period
|
|
$
|
727,716
|
|
|
$
|
340,422
|
|
|
$
|
—
|
|
|
$
|
1,068,138
|
|
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||||||||||
|
|
Mar 30,
2014
|
|
Mar 31,
2013
|
|
June 29,
2014
|
|
June 30,
2013
|
|
Sep 28,
2014
|
|
Sep 29,
2013
|
|
Dec 31,
2014
|
|
Dec 31,
2013
|
||||||||||||||||
Motorcycles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
1,571.7
|
|
|
$
|
1,414.2
|
|
|
$
|
1,834.3
|
|
|
$
|
1,631.5
|
|
|
$
|
1,130.6
|
|
|
$
|
1,180.3
|
|
|
$
|
1,031.2
|
|
|
$
|
1,032.3
|
|
Operating income
(a)
|
|
$
|
347.7
|
|
|
$
|
276.8
|
|
|
$
|
473.3
|
|
|
$
|
357.7
|
|
|
$
|
146.3
|
|
|
$
|
175.5
|
|
|
$
|
35.9
|
|
|
$
|
60.7
|
|
Financial Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
154.4
|
|
|
$
|
157.0
|
|
|
$
|
166.4
|
|
|
$
|
162.8
|
|
|
$
|
171.0
|
|
|
$
|
163.4
|
|
|
$
|
169.0
|
|
|
$
|
158.3
|
|
Operating income
|
|
$
|
63.2
|
|
|
$
|
71.5
|
|
|
$
|
74.4
|
|
|
$
|
74.2
|
|
|
$
|
77.8
|
|
|
$
|
76.1
|
|
|
$
|
62.4
|
|
|
$
|
61.3
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income before taxes
|
|
$
|
408.9
|
|
|
$
|
338.5
|
|
|
$
|
549.1
|
|
|
$
|
422.4
|
|
|
$
|
225.5
|
|
|
$
|
241.3
|
|
|
$
|
99.9
|
|
|
$
|
112.1
|
|
Net income
|
|
$
|
265.9
|
|
|
$
|
224.1
|
|
|
$
|
354.2
|
|
|
$
|
271.7
|
|
|
$
|
150.1
|
|
|
$
|
162.7
|
|
|
$
|
74.5
|
|
|
$
|
75.4
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
1.21
|
|
|
$
|
1.00
|
|
|
$
|
1.63
|
|
|
$
|
1.22
|
|
|
$
|
0.70
|
|
|
$
|
0.73
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
Diluted
|
|
$
|
1.21
|
|
|
$
|
0.99
|
|
|
$
|
1.62
|
|
|
$
|
1.21
|
|
|
$
|
0.69
|
|
|
$
|
0.73
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
(a)
|
Operating income for the Motorcycles segment includes restructuring expense (benefit) as discussed in Note 3 for the following periods (in millions):
|
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||||||||||
|
|
Mar 30,
2014
|
|
Mar 31,
2013
|
|
June 29,
2014
|
|
June 30,
2013
|
|
Sep 28,
2014
|
|
Sep 29,
2013
|
|
Dec 31,
2014
|
|
Dec 31,
2013
|
||||||||||||||||
Restructuring expense (benefit)
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
(5.3
|
)
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Plan Category
|
|
Number of securities
to be issued upon the
exercise of
outstanding options
|
|
Weighted-
average
exercise
price of
outstanding
options
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the first column)
|
||||
Equity compensation plans approved by shareholders:
|
|
|
|
|
|
|
||||
Management employees
|
|
2,716,768
|
|
|
$
|
43.34
|
|
|
9,465,837
|
|
Equity compensation plans not approved by shareholders:
|
|
|
|
|
|
|
||||
Union employees:
|
|
|
|
|
|
|
||||
Kansas City, MO
|
|
—
|
|
|
$
|
—
|
|
|
26,718
|
|
York, PA
|
|
—
|
|
|
$
|
—
|
|
|
96,770
|
|
Non employees:
|
|
|
|
|
|
|
||||
Board of Directors
|
|
—
|
|
|
$
|
—
|
|
|
142,449
|
|
|
|
—
|
|
|
$
|
—
|
|
|
265,937
|
|
Total all plans
|
|
2,716,768
|
|
|
|
|
|
9,731,774
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Accounts receivable – allowance for doubtful accounts
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
4,960
|
|
|
$
|
4,954
|
|
|
$
|
4,952
|
|
Provision charged to expense
|
|
(471
|
)
|
|
245
|
|
|
424
|
|
|||
Reserve adjustments
|
|
(394
|
)
|
|
(136
|
)
|
|
(401
|
)
|
|||
Write-offs, net of recoveries
|
|
(637
|
)
|
|
(103
|
)
|
|
(21
|
)
|
|||
Balance, end of period
|
|
$
|
3,458
|
|
|
$
|
4,960
|
|
|
$
|
4,954
|
|
Finance receivables – allowance for credit losses
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
110,693
|
|
|
$
|
107,667
|
|
|
$
|
125,449
|
|
Provision for credit losses
|
|
80,946
|
|
|
60,008
|
|
|
22,239
|
|
|||
Charge-offs, net of recoveries
|
|
(64,275
|
)
|
|
(56,982
|
)
|
|
(40,021
|
)
|
|||
Balance, end of period
|
|
$
|
127,364
|
|
|
$
|
110,693
|
|
|
$
|
107,667
|
|
Inventories – allowance for obsolescence
(a)
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
17,463
|
|
|
$
|
22,936
|
|
|
$
|
23,204
|
|
Provision charged to expense
|
|
19,044
|
|
|
5,254
|
|
|
9,489
|
|
|||
Reserve adjustments
|
|
(399
|
)
|
|
(1,281
|
)
|
|
(696
|
)
|
|||
Write-offs, net of recoveries
|
|
(18,333
|
)
|
|
(9,446
|
)
|
|
(9,061
|
)
|
|||
Balance, end of period
|
|
$
|
17,775
|
|
|
$
|
17,463
|
|
|
$
|
22,936
|
|
Deferred tax assets – valuation allowance
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
21,818
|
|
|
$
|
16,314
|
|
|
$
|
14,914
|
|
Adjustments
|
|
3,644
|
|
|
5,504
|
|
|
1,400
|
|
|||
Balance, end of period
|
|
$
|
25,462
|
|
|
$
|
21,818
|
|
|
$
|
16,314
|
|
(a)
|
Inventory obsolescence reserves deducted from cost determined on first-in first-out (FIFO) basis, before deductions for last-in, first-out (LIFO) valuation reserves.
|
|
|
|
HARLEY-DAVIDSON, INC.
|
||
|
|
|
By:
|
|
/S/ Keith E. Wandell
|
|
|
Keith E. Wandell
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
Name
|
|
Title
|
|
|
|
/S/ Keith E. Wandell
|
|
Chairman, President and Chief Executive Officer
|
Keith E. Wandell
|
|
(Principal executive officer)
|
|
|
|
/S/ Matthew S. Levatich
|
|
Director, HDMC President and Chief Operating Officer
|
Matthew S. Levatich
|
|
|
|
|
|
/S/ John A. Olin
|
|
Senior Vice President and Chief Financial Officer
|
John A. Olin
|
|
(Principal financial officer)
|
|
|
|
/S/ Mark R. Kornetzke
|
|
Chief Accounting Officer
|
Mark R. Kornetzke
|
|
(Principal accounting officer)
|
|
|
|
/S/ Barry K. Allen
|
|
Director
|
Barry K. Allen
|
|
|
|
|
|
/S/ R. John Anderson
|
|
Director
|
R. John Anderson
|
|
|
|
|
|
/S/ Richard I. Beattie
|
|
Presiding Director
|
Richard I. Beattie
|
|
|
|
|
|
/S/ Michael J. Cave
|
|
Director
|
Michael J. Cave
|
|
|
|
|
|
/S/ George H. Conrades
|
|
Director
|
George H. Conrades
|
|
|
|
|
|
/S/ Donald A. James
|
|
Director
|
Donald A. James
|
|
|
|
|
|
/S/ Sara L. Levinson
|
|
Director
|
Sara L. Levinson
|
|
|
|
|
|
/S/ N. Thomas Linebarger
|
|
Director
|
N. Thomas Linebarger
|
|
|
|
|
|
/S/ George L. Miles, Jr.
|
|
Director
|
George L. Miles, Jr.
|
|
|
|
|
|
/S/ James A. Norling
|
|
Director
|
James A. Norling
|
|
|
|
|
|
/S/ Jochen Zeitz
|
|
Director
|
Jochen Zeitz
|
|
|
*
|
Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.
|
INDEX TO EXHIBITS
[Items 15(a)(3) and 15(c)]
|
||
|
|
|
Exhibit No
|
|
Description
|
10.2
|
|
2001 York Hourly-Paid Employees Stock Option Plan (incorporated herein by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-9183))
|
10.3*
|
|
Harley-Davidson, Inc. 2004 Incentive Stock Plan as amended through April 28, 2007 (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))
|
10.4*
|
|
Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on April 25, 2009 filed on April 3, 2009 (File No. 1-9183))
|
10.5*
|
|
Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on April 26, 2014 filed on March 14, 2014 (File No. 1-9183))
|
10.6*
|
|
Amended and Restated Harley-Davidson, Inc. Director Stock Plan as amended effective December 1, 2014
|
10.7*
|
|
Director Compensation Policy effective April 28, 2012 (incorporated herein by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 (File No. 1-9183))
|
10.8*
|
|
Deferred Compensation Plan for Nonemployee Directors as amended and restated effective January 1, 2009 (incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-9183))
|
10.9*
|
|
Harley-Davidson Management Deferred Compensation Plan as amended and restated effective January 1, 2009 and further amended March 2, 2009 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2009 (File No. 1-9183))
|
10.10*
|
|
Harley-Davidson, Inc. Employee Incentive Plan (incorporated herein by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held April 24, 2010 (File No. 1-9183))
|
10.11*
|
|
Harley-Davidson, Inc. Short-Term Incentive Plan for Senior Executives (incorporated herein by reference to Appendix D to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held April 30, 2011 (File No. 1-9183))
|
10.12*
|
|
Harley-Davidson Pension Benefit Restoration Plan as amended and restated effective January 1, 2009 (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-9183))
|
10.13*
|
|
Harley-Davidson Retiree Insurance Allowance Plan, effective January 1, 2009, together with amendments adopted through May 31, 2009 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2009 (File No. 1-9183))
|
10.14*
|
|
Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.15*
|
|
Form of Notice of Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.16*
|
|
Form of Notice of Special Grant of Stock Options and Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.17*
|
|
Form of Notice of Award of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.18*
|
|
Form of Notice of Award of Restricted Stock and Restricted Stock Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
*
|
Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.
|
INDEX TO EXHIBITS
[Items 15(a)(3) and 15(c)]
|
||
|
|
|
Exhibit No
|
|
Description
|
10.19*
|
|
Form of Notice of Grant of Stock Appreciation Rights and Stock Appreciation Rights Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.20*
|
|
Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.21*
|
|
Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.22*
|
|
Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183))
|
10.23*
|
|
Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan to each of Messrs. Hund, Levatich, Olin and Wandell (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 1, 2009 (File No. 1-9183))
|
10.24*
|
|
Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2009 Incentive Stock Plan to each of Messrs. Hund and Wandell (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 1, 2009 (File No. 1-9183))
|
10.25*
|
|
Form of Notice of Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.21 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2005 (File No. 1-9183))
|
10.26*
|
|
Form of Notice of Special Grant of Stock Options and Option Agreement of Harley-Davidson, Inc. under the Harley-Davidson Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.22 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2005 (File No. 1-9183))
|
10.27*
|
|
Form of Notice of Award of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended March 29, 2009 (File No. 1-9183))
|
10.28*
|
|
Form of Notice of Special Award of Restricted Stock and Restricted Stock Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))
|
10.29*
|
|
Form of Notice of Award of Restricted Stock Unit and Restricted Stock Unit Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))
|
10.30*
|
|
Form of Amended and Restated Severance Benefits Agreement as amended through April 25, 2008 between the Registrant and Mr. Richer (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2008 (File No. 1-9183))
|
10.31*
|
|
Form of Severance Benefits Agreement between the Registrant and each of Messrs. Hund, Jones, Levatich, Olin and Wandell (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-9183))
|
10.32*
|
|
Form of Transition Agreement between the Registrant and each of Messrs. Levatich, Olin and Wandell (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-9183))
|
*
|
Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.
|
INDEX TO EXHIBITS
[Items 15(a)(3) and 15(c)]
|
||
|
|
|
Exhibit No
|
|
Description
|
10.33*
|
|
Transition Agreement between the Registrant and Mr. Hund dated November 30, 2009 (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-9183))
|
10.34*
|
|
Form of Aircraft Time Sharing Agreement between the Registrant and each of Messrs. Wandell, Levatich, Olin, Jones and Hund and Mesdames Bischmann and Calaway (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-9183))
|
21
|
|
List of Subsidiaries
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
|
Chief Executive Officer Certification pursuant to Rule 13a-14(a)
|
31.2
|
|
Chief Financial Officer Certification pursuant to Rule 13a-14(a)
|
32
|
|
Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
|
101
|
|
Financial statements from the annual report on Form 10-K of Harley-Davidson, Inc. for the year ended December 31, 2014, filed on February 19, 2015 formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Shareholders' Equity; and (vi) the Notes to Consolidated Financial Statements.
|
*
|
Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.
|
Issue Price: 99.617%
|
Maturity Date: September 15, 2019
|
Original Issue Date: September 16, 2014
|
Index Maturity:
|
|
[ ] Original Issue Discount Note
|
|
Total Amount of OID:
|
|
Yield to Maturity: %
|
|
Initial Accrual Period OID:
|
[X] Fixed Rate
|
|
Interest Rate: 2.400%
|
|
[ ] Floating Rate
|
|
Interest Rate Basis:
|
|
___ CD Rate
|
Specified Currency (if other than U.S. dollars): N/A
|
___ CMT Rate
[ ] CMT Reuters Page FRBCMT: |
|
[ ] CMT Reuters Page FEDCMT:
|
Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
|
___ Commercial Paper Rate
|
|
___ Federal Funds Rate
|
|
___ LIBOR
|
Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
|
|
|
___ Prime Rate
|
Place of Payment (if other than as set forth in the Indenture): N/A
|
___ Treasury Rate
|
|
___ Other
|
|
Spread (Plus Or Minus):
|
Initial Redemption Date:
|
|
Initial Redemption Percentage:
|
|
Annual Redemption Percentage Reduction:
|
|
Repayment Date:
|
Spread Multiplier: %
|
Renewable: [ ] Yes [ ] No
|
|
Extendible: [ ] Yes [ ] No
|
Interest Category:
|
|
[ ] Regular Floating Rate Note
|
Final Maturity Date:
|
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date: |
|
Fixed Interest Rate: %
|
|
[ ] Inverse Floating Rate Note
|
|
Initial Interest Reset Date:
|
Maximum Interest Rate: %
|
Interest Reset Dates:
|
Minimum Interest Rate: %
|
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
|
|
Regular Record Dates (if other than as set forth below): N/A
|
|
Interest Determination Dates (if other than as set forth below): N/A
|
|
Additional Amounts applicable for Company:
|
|
[ ] Yes
|
|
[X] No
|
|
Additional Amounts applicable for Guarantor:
|
|
[ ] Yes
|
|
[X] No
|
|
Addendum Attached
|
Other Provisions:
|
[ ] Yes
|
|
[X] No
|
|
Authorized Denomination (only if non-U. S. dollar denominated Note): N/A
|
|
Calculation Agent (if other than the Trustee): N/A
|
|
Interest Payment Period: N/A
|
|
Money market yield =
|
D × 360
|
× 100
|
360 - (D × M)
|
Bond Equivalent Yield =
|
D × N
|
× 100
|
360 - (D × M)
|
Dated:
|
|
|
HARLEY-DAVIDSON CREDIT CORP.
|
|
a Nevada corporation
|
|
|
|
By:
Name: Title: |
|
|
|
|
Attest:
|
|
|
|
By:
Name:
Title: |
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT - _______ Custodian ______
(Cust) (Minor) |
TEN ENT - as tenants by the entireties
|
under Uniform Gifts to Minors Act
|
JT TEN - as joint tenants with right of
survivorship and not as tenant in common |
(State) |
Dated:
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.
|
Date of Exchange
|
Amount of increase in Principal Amount of this Global Note
|
Amount of decrease in Principal Amount of this Global Note
|
Principal Amount of this Global Note following each decrease or increase
|
Signature of authorized signatory of Trustee
|
|
|
|
|
|
|
|
|
|
|
Issue Price: 99.617%
|
Maturity Date: September 15, 2019
|
Original Issue Date: September 16, 2014
|
Index Maturity:
|
|
[ ] Original Issue Discount Note
|
|
Total Amount of OID:
|
|
Yield to Maturity: %
|
|
Initial Accrual Period OID:
|
[X] Fixed Rate
|
|
Interest Rate: 2.400%
|
|
[ ] Floating Rate
|
|
Interest Rate Basis:
|
|
___ CD Rate
|
Specified Currency (if other than U.S. dollars): N/A
|
___ CMT Rate
[ ] CMT Reuters Page FRBCMT: |
|
[ ] CMT Reuters Page FEDCMT:
|
Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
|
___ Commercial Paper Rate
|
|
___ Federal Funds Rate
|
|
___ LIBOR
|
Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
|
|
|
___ Prime Rate
|
Place of Payment (if other than as set forth in the Indenture): N/A
|
___ Treasury Rate
|
|
___ Other
|
|
Spread (Plus Or Minus):
|
Initial Redemption Date:
|
|
Initial Redemption Percentage:
|
|
Annual Redemption Percentage Reduction:
|
|
Repayment Date:
|
Spread Multiplier: %
|
Renewable: [ ] Yes [ ] No
|
|
Extendible: [ ] Yes [ ] No
|
Interest Category:
|
|
[ ] Regular Floating Rate Note
|
Final Maturity Date:
|
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date: |
|
Fixed Interest Rate: %
|
|
[ ] Inverse Floating Rate Note
|
|
Initial Interest Reset Date:
|
Maximum Interest Rate: %
|
Interest Reset Dates:
|
Minimum Interest Rate: %
|
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
|
|
Regular Record Dates (if other than as set forth below): N/A
|
|
Interest Determination Dates (if other than as set forth below): N/A
|
|
Additional Amounts applicable for Company:
|
|
[ ] Yes
|
|
[X] No
|
|
Additional Amounts applicable for Guarantor:
|
|
[ ] Yes
|
|
[X] No
|
|
Addendum Attached
|
Other Provisions:
|
[ ] Yes
|
|
[X] No
|
|
Authorized Denomination (only if non-U. S. dollar denominated Note): N/A
|
|
Calculation Agent (if other than the Trustee): N/A
|
|
Interest Payment Period: N/A
|
|
Money market yield =
|
D × 360
|
× 100
|
360 - (D × M)
|
Bond Equivalent Yield =
|
D × N
|
× 100
|
360 - (D × M)
|
Dated:
|
|
|
HARLEY-DAVIDSON CREDIT CORP.
|
|
a Nevada corporation
|
|
|
|
By:
Name: Title: |
|
|
|
|
Attest:
|
|
|
|
By:
Name:
Title: |
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT - _______ Custodian ______
(Cust) (Minor) |
TEN ENT - as tenants by the entireties
|
under Uniform Gifts to Minors Act
|
JT TEN - as joint tenants with right of
survivorship and not as tenant in common |
(State) |
Dated:
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.
|
Date of Exchange
|
Amount of increase in Principal Amount of this Global Note
|
Amount of decrease in Principal Amount of this Global Note
|
Principal Amount of this Global Note following each decrease or increase
|
Signature of authorized signatory of Trustee
|
|
|
|
|
|
|
|
|
|
|
Issue Price: 99.617%
|
Maturity Date: September 15, 2019
|
Original Issue Date: September 16, 2014
|
Index Maturity:
|
|
[ ] Original Issue Discount Note
|
|
Total Amount of OID:
|
|
Yield to Maturity: %
|
|
Initial Accrual Period OID:
|
[X] Fixed Rate
|
|
Interest Rate: 2.400%
|
|
[ ] Floating Rate
|
|
Interest Rate Basis:
|
|
___ CD Rate
|
Specified Currency (if other than U.S. dollars): N/A
|
___ CMT Rate
[ ] CMT Reuters Page FRBCMT: |
|
[ ] CMT Reuters Page FEDCMT:
|
Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
|
___ Commercial Paper Rate
|
|
___ Federal Funds Rate
|
|
___ LIBOR
|
Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
|
|
|
___ Prime Rate
|
Place of Payment (if other than as set forth in the Indenture): N/A
|
___ Treasury Rate
|
|
___ Other
|
|
Spread (Plus Or Minus):
|
Initial Redemption Date:
|
|
Initial Redemption Percentage:
|
|
Annual Redemption Percentage Reduction:
|
|
Repayment Date:
|
Spread Multiplier: %
|
Renewable: [ ] Yes [ ] No
|
|
Extendible: [ ] Yes [ ] No
|
Interest Category:
|
|
[ ] Regular Floating Rate Note
|
Final Maturity Date:
|
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date: |
|
Fixed Interest Rate: %
|
|
[ ] Inverse Floating Rate Note
|
|
Initial Interest Reset Date:
|
Maximum Interest Rate: %
|
Interest Reset Dates:
|
Minimum Interest Rate: %
|
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
|
|
Regular Record Dates (if other than as set forth below): N/A
|
|
Interest Determination Dates (if other than as set forth below): N/A
|
|
Additional Amounts applicable for Company:
|
|
[ ] Yes
|
|
[X] No
|
|
Additional Amounts applicable for Guarantor:
|
|
[ ] Yes
|
|
[X] No
|
|
Addendum Attached
|
Other Provisions:
|
[ ] Yes
|
|
[X] No
|
|
Authorized Denomination (only if non-U. S. dollar denominated Note): N/A
|
|
Calculation Agent (if other than the Trustee): N/A
|
|
Interest Payment Period: N/A
|
|
Money market yield =
|
D × 360
|
× 100
|
360 - (D × M)
|
Bond Equivalent Yield =
|
D × N
|
× 100
|
360 - (D × M)
|
Dated:
|
|
|
HARLEY-DAVIDSON CREDIT CORP.
|
|
a Nevada corporation
|
|
|
|
By:
Name: Title: |
|
|
|
|
Attest:
|
|
|
|
By:
Name:
Title: |
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT - _______ Custodian ______
(Cust) (Minor) |
TEN ENT - as tenants by the entireties
|
under Uniform Gifts to Minors Act
|
JT TEN - as joint tenants with right of
survivorship and not as tenant in common |
(State) |
Dated:
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.
|
Date of Exchange
|
Amount of increase in Principal Amount of this Global Note
|
Amount of decrease in Principal Amount of this Global Note
|
Principal Amount of this Global Note following each decrease or increase
|
Signature of authorized signatory of Trustee
|
|
|
|
|
|
|
|
|
|
|
Issue Price: 99.860%
|
Maturity Date: November 17, 2017
|
Original Issue Date: November 18, 2014
|
Index Maturity:
|
|
[ ] Original Issue Discount Note
|
|
Total Amount of OID:
|
|
Yield to Maturity: %
|
|
Initial Accrual Period OID:
|
[X] Fixed Rate
|
|
Interest Rate: 1.550%
|
|
[ ] Floating Rate
|
|
Interest Rate Basis:
|
|
___ CD Rate
|
Specified Currency (if other than U.S. dollars): N/A
|
___ CMT Rate
[ ] CMT Reuters Page FRBCMT: |
|
[ ] CMT Reuters Page FEDCMT:
|
Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
|
___ Commercial Paper Rate
|
|
___ Federal Funds Rate
|
|
___ LIBOR
|
Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
|
|
|
___ Prime Rate
|
Place of Payment (if other than as set forth in the Indenture): N/A
|
___ Treasury Rate
|
|
___ Other
|
|
Spread (Plus Or Minus):
|
Initial Redemption Date:
|
|
Initial Redemption Percentage:
|
|
Annual Redemption Percentage Reduction:
|
|
Repayment Date:
|
Spread Multiplier: %
|
Renewable: [ ] Yes [ ] No
|
|
Extendible: [ ] Yes [ ] No
|
Interest Category:
|
|
[ ] Regular Floating Rate Note
|
Final Maturity Date:
|
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date: |
|
Fixed Interest Rate: %
|
|
[ ] Inverse Floating Rate Note
|
|
Initial Interest Reset Date:
|
Maximum Interest Rate: %
|
Interest Reset Dates:
|
Minimum Interest Rate: %
|
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
|
|
Regular Record Dates (if other than as set forth below): N/A
|
|
Interest Determination Dates (if other than as set forth below): N/A
|
|
Additional Amounts applicable for Company:
|
|
[ ] Yes
|
|
[X] No
|
|
Additional Amounts applicable for Guarantor:
|
|
[ ] Yes
|
|
[X] No
|
|
Addendum Attached
|
Other Provisions:
|
[ ] Yes
|
|
[X] No
|
|
Authorized Denomination (only if non-U. S. dollar denominated Note): N/A
|
|
Calculation Agent (if other than the Trustee): N/A
|
|
Interest Payment Period: N/A
|
|
Money market yield =
|
D × 360
|
× 100
|
360 - (D × M)
|
Bond Equivalent Yield =
|
D × N
|
× 100
|
360 - (D × M)
|
Dated:
|
|
|
HARLEY-DAVIDSON CREDIT CORP.
|
|
a Nevada corporation
|
|
|
|
By:
Name: Title: |
|
|
|
|
Attest:
|
|
|
|
By:
Name:
Title: |
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT - _______ Custodian ______
(Cust) (Minor) |
TEN ENT - as tenants by the entireties
|
under Uniform Gifts to Minors Act
|
JT TEN - as joint tenants with right of
survivorship and not as tenant in common |
(State) |
Dated:
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.
|
Date of Exchange
|
Amount of increase in Principal Amount of this Global Note
|
Amount of decrease in Principal Amount of this Global Note
|
Principal Amount of this Global Note following each decrease or increase
|
Signature of authorized signatory of Trustee
|
|
|
|
|
|
|
|
|
|
|
Issue Price: 99.860%
|
Maturity Date: November 17, 2017
|
Original Issue Date: November 18, 2014
|
Index Maturity:
|
|
[ ] Original Issue Discount Note
|
|
Total Amount of OID:
|
|
Yield to Maturity: %
|
|
Initial Accrual Period OID:
|
[X] Fixed Rate
|
|
Interest Rate: 1.550%
|
|
[ ] Floating Rate
|
|
Interest Rate Basis:
|
|
___ CD Rate
|
Specified Currency (if other than U.S. dollars): N/A
|
___ CMT Rate
[ ] CMT Reuters Page FRBCMT: |
|
[ ] CMT Reuters Page FEDCMT:
|
Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
|
___ Commercial Paper Rate
|
|
___ Federal Funds Rate
|
|
___ LIBOR
|
Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
|
|
|
___ Prime Rate
|
Place of Payment (if other than as set forth in the Indenture): N/A
|
___ Treasury Rate
|
|
___ Other
|
|
Spread (Plus Or Minus):
|
Initial Redemption Date:
|
|
Initial Redemption Percentage:
|
|
Annual Redemption Percentage Reduction:
|
|
Repayment Date:
|
Spread Multiplier: %
|
Renewable: [ ] Yes [ ] No
|
|
Extendible: [ ] Yes [ ] No
|
Interest Category:
|
|
[ ] Regular Floating Rate Note
|
Final Maturity Date:
|
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date: |
|
Fixed Interest Rate: %
|
|
[ ] Inverse Floating Rate Note
|
|
Initial Interest Reset Date:
|
Maximum Interest Rate: %
|
Interest Reset Dates:
|
Minimum Interest Rate: %
|
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
|
|
Regular Record Dates (if other than as set forth below): N/A
|
|
Interest Determination Dates (if other than as set forth below): N/A
|
|
Additional Amounts applicable for Company:
|
|
[ ] Yes
|
|
[X] No
|
|
Additional Amounts applicable for Guarantor:
|
|
[ ] Yes
|
|
[X] No
|
|
Addendum Attached
|
Other Provisions:
|
[ ] Yes
|
|
[X] No
|
|
Authorized Denomination (only if non-U. S. dollar denominated Note): N/A
|
|
Calculation Agent (if other than the Trustee): N/A
|
|
Interest Payment Period: N/A
|
|
Money market yield =
|
D × 360
|
× 100
|
360 - (D × M)
|
Bond Equivalent Yield =
|
D × N
|
× 100
|
360 - (D × M)
|
Dated:
|
|
|
HARLEY-DAVIDSON CREDIT CORP.
|
|
a Nevada corporation
|
|
|
|
By:
Name: Title: |
|
|
|
|
Attest:
|
|
|
|
By:
Name:
Title: |
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT - _______ Custodian ______
(Cust) (Minor) |
TEN ENT - as tenants by the entireties
|
under Uniform Gifts to Minors Act
|
JT TEN - as joint tenants with right of
survivorship and not as tenant in common |
(State) |
Dated:
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.
|
Date of Exchange
|
Amount of increase in Principal Amount of this Global Note
|
Amount of decrease in Principal Amount of this Global Note
|
Principal Amount of this Global Note following each decrease or increase
|
Signature of authorized signatory of Trustee
|
|
|
|
|
|
|
|
|
|
|
|
State/Country
|
|
Of
|
Name
|
Incorporation
|
H-D U.S.A., LLC
|
Michigan
|
Harley-Davidson Motor Company Group, LLC
|
Wisconsin
|
Harley-Davidson Motor Company Operations, Inc.
|
Wisconsin
|
H-D Franklin, LLC
|
Wisconsin
|
H-D Tomahawk Somo, LLC
|
Wisconsin
|
H-D Tomahawk Industrial Park, LLC
|
Wisconsin
|
H-D Tomahawk Kaphaem Road, LLC
|
Wisconsin
|
H-D Capitol Drive, LLC
|
Wisconsin
|
H-D Pilgrim Road, LLC
|
Wisconsin
|
Harley-Davidson Motor Company, Inc.
|
Wisconsin
|
Harley-Davidson Museum, LLC
|
Wisconsin
|
Buell Distribution Company, LLC
|
Wisconsin
|
H-D F&R, LLC
|
Wisconsin
|
Harley-Davidson Latin America, LLC
|
Wisconsin
|
Harley-Davidson Asia Pacific, LLC
|
Wisconsin
|
Buell Motorcycle Company, LLC
|
Wisconsin
|
HDWA, LLC
|
Wisconsin
|
Harley-Davidson Dealer Systems, Inc.
|
Ohio
|
H-D International Holding Co., Inc.
|
Wisconsin
|
Harley-Davidson Holding Co., Inc.
|
Delaware
|
Harley-Davidson Benelux B.V.
|
Netherlands
|
Harley-Davidson France SAS
|
France
|
Harley-Davidson Germany GmbH
|
Germany
|
Harley-Davidson Italia S.r.l.
|
Italy
|
Harley-Davidson Japan KK
|
Japan
|
Harley-Davidson Europe Limited
|
England
|
Harley-Davidson do Brazil Ltda.
|
Brazil
|
Harley-Davidson do Brazil Fabricacao De Componentes Ltda.
|
Brazil
|
Harley-Davidson Australia Pty. Limited
|
Australia
|
Harley-Davidson (Shanghai) Commercial and Trading Co., Ltd.
|
China
|
H-D Hong Kong Limited
|
Hong Kong
|
Harley-Davidson Espana S.L.
|
Spain
|
Harley-Davidson Switzerland GmbH
|
Switzerland
|
New Castalloy Pty. Limited
|
Australia
|
Harley-Davidson De Mexico, S. De R.L. De C.V.
|
Mexico
|
Harley-Davidson De Mexico Management, S. De R.L. De C.V.
|
Mexico
|
Harley-Davidson Africa (Pty) Limited
|
South Africa
|
Harley-Davidson Asia Pacific Pte. Ltd.
|
Singapore
|
Harley-Davidson Central and Eastern Europe s.r.o.
|
Czech Republic
|
H-D Motor Company India Private Limited
|
India
|
Harley-Davidson Austria GmbH
|
Austria
|
(1)
|
Registration Statement (Form S-8 No. 333-51741) pertaining to the Harley-Davidson, Inc. Director Stock Plan;
|
(2)
|
Registration Statement (Form S-8 No. 333-75347) pertaining to the Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan;
|
(3)
|
Registration Statement (Form S-8 No. 333-60840) pertaining to the Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan;
|
(4)
|
Registration Statement (Form S-8 No. 333-123405) pertaining to the Harley-Davidson, Inc. 2004 Incentive Stock Plan;
|
(5)
|
Registration Statement (Form S-8 No. 333-166549) pertaining to the Harley-Davidson, Inc. 2009 Incentive Stock Plan;
|
(6)
|
Registration Statement (Form S-8 No. 333-171813) pertaining to the Harley-Davidson, Inc. Stock Purchase Plan;
|
(7)
|
Registration Statement (Form S-3 No. 333-177767) of Harley-Davidson, Inc. and the related Prospectus;
|
(8)
|
Registration Statement (Form S-8 Nos. 333-181761) of Harley-Davidson, Inc. pertaining to the Harley-Davidson Retirement Savings Plan for Salaried Employees, the Harley-Davidson Retirement Savings Plan for Milwaukee and Tomahawk Hourly Bargaining Unit Employees, the Harley-Davidson Retirement Savings Plan for Kansas City Hourly Bargaining Unit Employees, the Harley-Davidson Retirement Savings Plan for York Hourly Bargaining Unit Employees, and the Harley-Davidson Financial Services, Inc. 401(k) Profit Sharing Plan; and
|
(9)
|
Registration Statement (Form S-8 No. 333-199972) pertaining to the Harley-Davidson, Inc. 2014 Incentive Stock Plan;
|
1.
|
I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2015
|
/S/ Keith E. Wandell
|
|
Keith E. Wandell, Chairman, President
|
|
and Chief Executive Officer
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2015
|
/S/ John A. Olin
|
|
John A. Olin
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
Date: February 19, 2015
|
|
|
/S/ Keith E. Wandell
|
|
Keith E. Wandell
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
/S/ John A. Olin
|
|
John A. Olin
|
|
Senior Vice President and
|
|
Chief Financial Officer
|