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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Wisconsin
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39-1382325
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(State of organization)
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(I.R.S. Employer Identification No.)
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3700 West Juneau Avenue
Milwaukee, Wisconsin
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53208
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Name of each exchange on which registered
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COMMON STOCK, $.01 PAR VALUE PER SHARE
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NEW YORK STOCK EXCHANGE
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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2016
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2015
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2014
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Motorcycles
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78.2
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%
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77.8
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%
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78.8
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%
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Parts & Accessories
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16.0
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%
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16.2
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%
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15.7
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%
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General Merchandise
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5.4
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%
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5.5
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%
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5.1
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%
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Other
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0.4
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%
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0.5
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%
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0.4
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%
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100.0
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%
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100.0
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%
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100.0
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%
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•
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Cruiser (emphasizes styling and owner customization);
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Touring (emphasizes rider comfort and load capacity and incorporates features such as fairings and luggage compartments);
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Standard (a basic motorcycle which usually features upright seating for one or two passengers);
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Sportbike (incorporates racing technology, aerodynamic styling, low handlebars with a “sport” riding position and high performance tires); and
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•
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Dual (designed with the capability for use on public roads as well as for some off-highway recreational use).
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2016
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2015
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2014
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Total new motorcycle registrations
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311.7
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328.8
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313.6
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Harley-Davidson new registrations
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159.5
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165.1
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167.1
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51.2
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%
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50.2
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%
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53.3
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%
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(a)
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Data includes on-road 601+cc models. On-road 601+cc models include dual purpose models, three-wheeled vehicles and autocycles. Registration data for Harley-Davidson Street
®
500 motorcycles is not included in this table.
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(b)
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U.S. industry data is derived from information provided by the 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.
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2016
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2015
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2014
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Total new motorcycle registrations
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391.9
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351.8
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319.8
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Harley-Davidson new registrations
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42.3
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37.0
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38.5
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10.8
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%
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10.5
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%
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12.0
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%
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(a)
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On-road 601+cc models include dual purpose models, three-wheeled vehicles and, beginning in 2015, autocycles. Registration data for Harley-Davidson Street
®
500 motorcycles is not included in this table.
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(b)
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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 the 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, some differences may arise related to the timing of data submissions to the independent sources.
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United States
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Canada
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Latin America
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EMEA
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Asia Pacific
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Total
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Dealerships
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701
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67
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58
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386
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249
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1,461
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York, Pennsylvania - represented by International Association of Machinist and Aerospace Workers (IAM), and the collective bargaining agreement will expire on October 15, 2022
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Kansas City, Missouri - represented by United Steelworkers of America (USW) and IAM, and the respective collective bargaining agreements will expire on July 31, 2018
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Milwaukee, Wisconsin - represented by USW and IAM, and the respective collective bargaining agreements will expire on March 31, 2019
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Tomahawk, Wisconsin - represented by USW, and the collective bargaining agreement will expire on March 31, 2019
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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.
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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. Weakened economic conditions in certain business sectors and geographic areas, such as oil-dependent areas, can also result in reduced demand for the Company's products. 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.
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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 grow the sport of motorcycling and continue to be successful selling products and promoting the experience of motorcycling to a diverse set of customers. The Company must also execute its multi-generational and multi-cultural strategy without adversely impacting the strength of the brand with core customers. Failure to successfully drive demand for the Company's products may have a material adverse effect on the Company's business and results of operations.
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The motorcycle industry has become increasingly competitive.
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. Certain competitors appear to be increasing their investment in products that compete with the Company's products. Also, the Company’s manufacturer’s suggested retail price for its motorcycles is generally higher than its competitors, and as 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. Furthermore, many competitors headquartered outside the U.S. experience a financial benefit from a strengthening in the U.S. dollar relative to their home currency that can be used to fund discounted prices to U.S. consumers. 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.
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Increased supply of and/or declining prices for used motorcycles and excess supply of new motorcycles may adversely impact retail sales of new motorcycles by the Company’s independent dealers.
The Company has observed that when the supply of used motorcycles increases or the prices for used Harley-Davidson motorcycles decline, there can be reduced demand among retail purchasers for new Harley-Davidson motorcycles (at or near manufacturer’s suggested retail prices). Further, the Company and its independent dealers can and do take actions that influence the markets for new and used motorcycles. For example, introduction of new motorcycle models with significantly different functionality, technology or other customer satisfiers can result in increased supply of used motorcycles, which could result in declining prices for 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.
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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 to respond to changing consumer preferences and market demands 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 and at prices that are attractive to customers. 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.
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The Company sells its products at wholesale and must rely on a network of independent dealers to manage the retail distribution of its products.
The Company depends on the capability of its independent dealers 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 purchase from the Company. If the Company’s independent dealers 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 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.
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A cybersecurity breach may adversely affect the Company’s reputation, revenue and earnings.
The Company and certain of its third-party service providers and vendors receive, store, and transmit digital personal information in connection with the Company’s human resources operations, financial services operations, e-commerce, the Harley Owners Group, dealer management, and other aspects of its business. The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to the increasing threat of continually evolving cybersecurity risks. Unauthorized parties have attempted to and may attempt in the future to gain access to these systems or the information the Company and its third-party service providers and vendors maintain and use through fraud or other means of deceiving our employees and third-party service providers and vendors. Hardware, software or applications the Company develops or obtains from third-parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security and/or the Company’s operations. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and may be difficult to anticipate or detect. The Company has implemented and regularly reviews and updates processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss. However, the ever-evolving threats mean the Company and third-party service providers and vendors must continually evaluate and adapt systems and processes, and there is no guarantee that they will be adequate to safeguard against all data security
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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. As a result, a weakening in those foreign currencies relative to the U.S. dollar 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.
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The 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, 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 and customer credit profiles. Credit losses are also influenced by the markets for new and used motorcycles, and the Company and its independent dealers can and do take actions that impact those markets. For example, the introduction of new models by the Company that represent significant upgrades on previous models may result in increased supply or decreased demand in the market for used Harley-Davidson branded motorcycles, including those motorcycles that serve as collateral or security for credit that HDFS has extended. This in turn could adversely impact the prices at which those motorcycles may be sold, which may lead to increased credit losses for HDFS. 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. The Company believes HDFS' retail credit losses may continue to increase over time due to changing consumer credit behavior and HDFS' efforts to increase prudently structured loan approvals to sub-prime borrowers, as well as actions that the Company has taken and could take that impact motorcycle values. Increases in the frequency of loss and decreases in the value of repossessed Harley-Davidson branded motorcycles also adversely impact credit losses. If there are adverse circumstances that involve a material decline in values of Harley-Davidson branded motorcycles, those circumstances or any related decline in resale values for Harley-Davidson branded motorcycles could contribute to increased delinquencies and credit losses.
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The Company must prevent and detect issues with its products, components purchased from suppliers, 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 and result in damages that are not covered by insurance. Further, selling products with poor quality, the announcement of recalls, and the filing of product liability claims (whether or not successful), may also adversely affect the Company’s reputation and brand strength.
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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
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Weather may impact retail sales of the Company's independent dealers.
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.
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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. U.S. laws and policies affecting foreign trade and taxation may also adversely affect the Company's international sales operations.
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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. Changes in laws and policies relating to trade and taxation may also adversely impact the Company's foreign suppliers. These supplier risks may have a material adverse effect on the Company’s business and results of operations.
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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 and to mitigate failure risks from older/aged technologies currently in its portfolio. 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 and older technologies may fail, which may have a material adverse effect on the Company’s business and results of operations.
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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.
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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 this Form 10-K and in the other periodic reports that the Company files with the Securities and Exchange Commission (SEC) for additional detail regarding lawsuits and other claims against the Company.
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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.
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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 and operating ethics.The Company has 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 and strong operating ethics may have a material adverse effect on the Company’s business and results of operations.
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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, and to effectively execute reorganization actions within expected costs and realize the expected benefits of those actions.
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, and the Company must effectively execute reorganization actions. 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.
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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.
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The Company, its suppliers, 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. The Company's flexible production capability allows it to more closely correlate motorcycle production and wholesale shipments with the retail selling season. Any difficulties in executing flexible production could result in lost production or sales. The Company, its suppliers, and its independent dealers must be able to successfully manage changes in production rates, inventory levels and other business processes associated with flexible production. Failure by the Company, its suppliers, or its independent dealers to make such adjustments may have a material adverse effect on the Company’s business and results of operations.
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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
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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.
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The 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.
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The 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 borrowed $750,000,000 in 2015 to fund the repurchase of its Common Stock, which increased the Company's leverage. Having increased leverage increases the risk of a downgrade in the Company's credit ratings.
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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 Missouri, Wisconsin and Pennsylvania will expire in 2018, 2019 and 2022, respectively. 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 the Company’s business and results of operations.
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•
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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
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•
|
Regulations related to conflict minerals and other materials that the Company purchases to use in its products will cause the Company to incur additional expenses and may have other adverse consequences.
The SEC adopted inquiry, diligence and 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. 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. Other laws or regulations impacting our supply chain, such as the UK Modern Slavery Act, may have similar consequences.
|
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
|
|
915,000
|
|
|
Owned
|
Product Development Center
|
|
Wauwatosa, WI
|
|
409,000
|
|
|
Owned
|
Manufacturing
(2)
|
|
Tomahawk, WI
|
|
226,000
|
|
|
Owned
|
Manufacturing
(3)
|
|
York, PA
|
|
571,000
|
|
|
Owned
|
Manufacturing
(4)
|
|
Kansas City, MO
|
|
456,000
|
|
|
Owned
|
Manufacturing
(5)
|
|
Manaus, Brazil
|
|
108,000
|
|
|
Lease expiring 2019
|
Regional Office
|
|
Oxford, England
|
|
39,000
|
|
|
Lease expiring 2021
|
Manufacturing
(6)
|
|
Bawal, India
|
|
68,000
|
|
|
Lease expiring 2019
|
Regional Office
|
|
Singapore
|
|
24,000
|
|
|
Lease expiring 2020
|
Manufacturing
(7)
|
|
Adelaide, Australia
|
|
485,000
|
|
|
Lease expiring 2017
|
(1)
|
Motorcycle powertrain production.
|
(2)
|
Plastic parts production and painting.
|
(3)
|
Motorcycle parts fabrication, painting and Softail
®
and touring model assembly.
|
(4)
|
Motorcycle parts fabrication, painting and Dyna
®
, Sportster
®
, Softail
®
and Street platform assembly.
|
(5)
|
Assembly of select models for the Brazilian market.
|
(6)
|
Assembly of select models for the Indian market and production of the Street platform for non-North American markets.
|
(7)
|
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
|
2016
|
|
Low
|
|
High
|
|
2015
|
|
Low
|
|
High
|
||||||||
First quarter
|
|
$
|
36.36
|
|
|
$
|
49.99
|
|
|
First quarter
|
|
$
|
58.24
|
|
|
$
|
66.58
|
|
Second quarter
|
|
$
|
42.99
|
|
|
$
|
52.00
|
|
|
Second quarter
|
|
$
|
53.04
|
|
|
$
|
62.96
|
|
Third quarter
|
|
$
|
41.63
|
|
|
$
|
57.33
|
|
|
Third quarter
|
|
$
|
50.64
|
|
|
$
|
60.67
|
|
Fourth quarter
|
|
$
|
48.55
|
|
|
$
|
62.35
|
|
|
Fourth quarter
|
|
$
|
45.00
|
|
|
$
|
57.10
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
First quarter
|
|
$
|
0.350
|
|
|
$
|
0.310
|
|
|
$
|
0.275
|
|
Second quarter
|
|
0.350
|
|
|
0.310
|
|
|
0.275
|
|
|||
Third quarter
|
|
0.350
|
|
|
0.310
|
|
|
0.275
|
|
|||
Fourth quarter
|
|
0.350
|
|
|
0.310
|
|
|
0.275
|
|
|||
Total
|
|
$
|
1.400
|
|
|
$
|
1.240
|
|
|
$
|
1.100
|
|
2016 Fiscal Month
|
|
Total Number of
Shares Purchased (a)
|
|
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 26 to October 30
|
|
922,311
|
|
|
$
|
52
|
|
|
922,311
|
|
|
20,016,171
|
|
October 31 to November 27
|
|
660,785
|
|
|
$
|
57
|
|
|
660,785
|
|
|
19,355,386
|
|
November 28 to December 31
|
|
84,262
|
|
|
$
|
60
|
|
|
84,262
|
|
|
19,272,516
|
|
Total
|
|
1,667,358
|
|
|
$
|
55
|
|
|
1,667,358
|
|
|
|
(a)
|
Includes discretionary share repurchases and shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock awards.
|
|
|
2011 ($)
|
|
2012 ($)
|
|
2013 ($)
|
|
2014 ($)
|
|
2015 ($)
|
|
2016 ($)
|
||||||
Harley-Davidson, Inc.
|
|
100
|
|
|
127
|
|
|
183
|
|
|
177
|
|
|
125
|
|
|
165
|
|
Standard & Poor’s MidCap 400 Index
|
|
100
|
|
|
118
|
|
|
155
|
|
|
168
|
|
|
162
|
|
|
195
|
|
Standard & Poor’s 500 Index
|
|
100
|
|
|
116
|
|
|
154
|
|
|
175
|
|
|
177
|
|
|
198
|
|
(In thousands, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of income data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Motorcycles & Related Products
|
|
$
|
5,271,376
|
|
|
$
|
5,308,744
|
|
|
$
|
5,567,681
|
|
|
$
|
5,258,290
|
|
|
$
|
4,942,582
|
|
Financial Services
|
|
725,082
|
|
|
686,658
|
|
|
660,827
|
|
|
641,582
|
|
|
637,924
|
|
|||||
Total revenue
|
|
$
|
5,996,458
|
|
|
$
|
5,995,402
|
|
|
$
|
6,228,508
|
|
|
$
|
5,899,872
|
|
|
$
|
5,580,506
|
|
Net income
|
|
$
|
692,164
|
|
|
$
|
752,207
|
|
|
$
|
844,611
|
|
|
$
|
733,993
|
|
|
$
|
623,925
|
|
Weighted-average common shares:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
179,676
|
|
|
202,681
|
|
|
216,305
|
|
|
222,475
|
|
|
227,119
|
|
|||||
Diluted
|
|
180,535
|
|
|
203,686
|
|
|
217,706
|
|
|
224,071
|
|
|
229,229
|
|
|||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.85
|
|
|
$
|
3.71
|
|
|
$
|
3.90
|
|
|
$
|
3.30
|
|
|
$
|
2.75
|
|
Diluted
|
|
$
|
3.83
|
|
|
$
|
3.69
|
|
|
$
|
3.88
|
|
|
$
|
3.28
|
|
|
$
|
2.72
|
|
Dividends paid per common share
|
|
$
|
1.40
|
|
|
$
|
1.24
|
|
|
$
|
1.10
|
|
|
$
|
0.84
|
|
|
$
|
0.62
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(a)
|
|
$
|
9,890,240
|
|
|
$
|
9,972,977
|
|
|
$
|
9,515,870
|
|
|
$
|
9,394,765
|
|
|
$
|
9,156,072
|
|
Total debt
(a)
|
|
$
|
6,807,567
|
|
|
$
|
6,872,198
|
|
|
$
|
5,492,402
|
|
|
$
|
5,248,895
|
|
|
$
|
5,087,948
|
|
Total equity
|
|
$
|
1,920,158
|
|
|
$
|
1,839,654
|
|
|
$
|
2,909,286
|
|
|
$
|
3,009,486
|
|
|
$
|
2,557,624
|
|
(a)
|
The Company adopted ASU No. 2015-03 and ASU No. 2015-15 on January 1, 2016. Upon adoption, the Company reclassified debt issuance cost, other than debt issuance costs related to line of credit arrangements (which include its asset-backed commercial paper and commercial paper programs and its credit facilities), from other assets to debt. Refer to Note 1 of the Notes to Consolidated Financial Statements.
|
(1)
|
Note Regarding Forward-Looking Statements
|
•
|
New product momentum with its model-year 2017 motorcycles and exciting and innovative model-year 2018
motorcycles, and
|
(in thousands, except earnings per share)
|
|
2016
|
|
2015
|
|
(Decrease)
Increase
|
|
%
Change
|
|||||||
Operating income from Motorcycles & Related Products
|
|
$
|
773,406
|
|
|
$
|
875,490
|
|
|
$
|
(102,084
|
)
|
|
(11.7
|
)%
|
Operating income from Financial Services
|
|
275,530
|
|
|
280,205
|
|
|
(4,675
|
)
|
|
(1.7
|
)%
|
|||
Operating income
|
|
1,048,936
|
|
|
1,155,695
|
|
|
(106,759
|
)
|
|
(9.2
|
)%
|
|||
Investment income
|
|
4,645
|
|
|
6,585
|
|
|
(1,940
|
)
|
|
(29.5
|
)%
|
|||
Interest expense
|
|
29,670
|
|
|
12,117
|
|
|
17,553
|
|
|
144.9
|
%
|
|||
Income before income taxes
|
|
1,023,911
|
|
|
1,150,163
|
|
|
(126,252
|
)
|
|
(11.0
|
)%
|
|||
Provision for income taxes
|
|
331,747
|
|
|
397,956
|
|
|
(66,209
|
)
|
|
(16.6
|
)%
|
|||
Net income
|
|
$
|
692,164
|
|
|
$
|
752,207
|
|
|
$
|
(60,043
|
)
|
|
(8.0
|
)%
|
Diluted earnings per share
|
|
$
|
3.83
|
|
|
$
|
3.69
|
|
|
$
|
0.14
|
|
|
3.8
|
%
|
|
|
2016
|
|
2015
|
|
(Decrease)
Increase
|
|
%
Change
|
||||
United States
|
|
161,658
|
|
|
168,240
|
|
|
(6,582
|
)
|
|
(3.9
|
)%
|
|
|
|
|
|
|
|
|
|
||||
Europe
(b)
|
|
39,942
|
|
|
36,894
|
|
|
3,048
|
|
|
8.3
|
|
EMEA - Other
|
|
5,896
|
|
|
6,393
|
|
|
(497
|
)
|
|
(7.8
|
)
|
Total EMEA
|
|
45,838
|
|
|
43,287
|
|
|
2,551
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
||||
Japan
|
|
10,279
|
|
|
9,700
|
|
|
579
|
|
|
6.0
|
|
Asia Pacific - Other
|
|
22,610
|
|
|
22,558
|
|
|
52
|
|
|
0.2
|
|
Total Asia Pacific
|
|
32,889
|
|
|
32,258
|
|
|
631
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America
|
|
9,701
|
|
|
11,173
|
|
|
(1,472
|
)
|
|
(13.2
|
)
|
Canada
|
|
10,203
|
|
|
9,669
|
|
|
534
|
|
|
5.5
|
|
Total International Retail Sales
|
|
98,631
|
|
|
96,387
|
|
|
2,244
|
|
|
2.3
|
|
Total Worldwide Retail Sales
|
|
260,289
|
|
|
264,627
|
|
|
(4,338
|
)
|
|
(1.6
|
)%
|
(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)
|
Includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
|
|
|
2016
|
|
2015
|
|
(Decrease) Increase
|
|
%
Change
|
||||
United States
(b)
|
|
311,710
|
|
|
328,818
|
|
|
(17,108
|
)
|
|
(5.2
|
)%
|
Europe
(c)
|
|
391,936
|
|
|
351,773
|
|
|
40,163
|
|
|
11.4
|
%
|
(a)
|
Data includes on-road 601+cc models. On-road 601+cc models include dual purpose models, three-wheeled motorcycles and autocycles. Registration data for Harley-Davidson Street
®
500 motorcycles is not included in this table.
|
(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.
|
(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.
|
|
|
2016
|
|
2015
|
|
Unit
|
|
Unit
|
||||||||||
|
|
Units
|
|
Mix %
|
|
Units
|
|
Mix %
|
|
(Decrease)
Increase
|
|
%
Change |
||||||
United States
|
|
161,839
|
|
|
61.7
|
%
|
|
170,688
|
|
|
64.1
|
%
|
|
(8,849
|
)
|
|
(5.2
|
)%
|
International
|
|
100,382
|
|
|
38.3
|
%
|
|
95,694
|
|
|
35.9
|
%
|
|
4,688
|
|
|
4.9
|
|
Harley-Davidson motorcycle units
|
|
262,221
|
|
|
100.0
|
%
|
|
266,382
|
|
|
100.0
|
%
|
|
(4,161
|
)
|
|
(1.6
|
)%
|
Touring motorcycle units
|
|
107,410
|
|
|
41.0
|
%
|
|
114,768
|
|
|
43.1
|
%
|
|
(7,358
|
)
|
|
(6.4
|
)%
|
Cruiser motorcycle units
|
|
93,422
|
|
|
35.6
|
%
|
|
89,207
|
|
|
33.5
|
%
|
|
4,215
|
|
|
4.7
|
|
Sportster
®
/ Street motorcycle units
|
|
61,389
|
|
|
23.4
|
%
|
|
62,407
|
|
|
23.4
|
%
|
|
(1,018
|
)
|
|
(1.6
|
)
|
Harley-Davidson motorcycle units
|
|
262,221
|
|
|
100.0
|
%
|
|
266,382
|
|
|
100.0
|
%
|
|
(4,161
|
)
|
|
(1.6
|
)%
|
|
|
2016
|
|
2015
|
|
(Decrease)
Increase
|
|
%
Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Motorcycles
|
|
$
|
4,122,113
|
|
|
$
|
4,127,739
|
|
|
$
|
(5,626
|
)
|
|
(0.1
|
)%
|
Parts & Accessories
|
|
842,637
|
|
|
862,645
|
|
|
(20,008
|
)
|
|
(2.3
|
)
|
|||
General Merchandise
|
|
284,583
|
|
|
292,310
|
|
|
(7,727
|
)
|
|
(2.6
|
)
|
|||
Other
|
|
22,043
|
|
|
26,050
|
|
|
(4,007
|
)
|
|
(15.4
|
)
|
|||
Total revenue
|
|
5,271,376
|
|
|
5,308,744
|
|
|
(37,368
|
)
|
|
(0.7
|
)
|
|||
Cost of goods sold
|
|
3,419,710
|
|
|
3,356,284
|
|
|
63,426
|
|
|
1.9
|
|
|||
Gross profit
|
|
1,851,666
|
|
|
1,952,460
|
|
|
(100,794
|
)
|
|
(5.2
|
)
|
|||
Selling & administrative expense
|
|
907,059
|
|
|
916,669
|
|
|
(9,610
|
)
|
|
(1.0
|
)
|
|||
Engineering expense
|
|
171,201
|
|
|
160,301
|
|
|
10,900
|
|
|
6.8
|
|
|||
Operating expense
|
|
1,078,260
|
|
|
1,076,970
|
|
|
1,290
|
|
|
0.1
|
|
|||
Operating income from Motorcycles
|
|
$
|
773,406
|
|
|
$
|
875,490
|
|
|
$
|
(102,084
|
)
|
|
(11.7
|
)%
|
|
|
Net
Revenue
|
|
Cost of
Goods
Sold
|
|
Gross
Profit
|
||||||
2015
|
|
$
|
5,309
|
|
|
$
|
3,357
|
|
|
$
|
1,952
|
|
Volume
|
|
(109
|
)
|
|
(62
|
)
|
|
(47
|
)
|
|||
Price, net of related costs
|
|
93
|
|
|
39
|
|
|
54
|
|
|||
Foreign currency exchange rates and hedging
|
|
(3
|
)
|
|
45
|
|
|
(48
|
)
|
|||
Shipment mix
|
|
(18
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|||
Raw material prices
|
|
—
|
|
|
(18
|
)
|
|
18
|
|
|||
Manufacturing and other costs
|
|
—
|
|
|
64
|
|
|
(64
|
)
|
|||
Total
|
|
(37
|
)
|
|
63
|
|
|
(100
|
)
|
|||
2016
|
|
$
|
5,272
|
|
|
$
|
3,420
|
|
|
$
|
1,852
|
|
•
|
Volume decreases were driven by lower wholesale motorcycle shipments, as well as decreases in sales of parts and accessories and general merchandise.
|
•
|
On average, wholesale prices on the Company’s 2016 and 2017 model-year motorcycles are higher than the prior model-years resulting in the favorable impact on revenue during the period. The impact of revenue favorability resulting from model-year price increases on gross profit was partially offset by increases in cost related to the additional content added to the 2016 and 2017 model-year motorcycles.
|
•
|
Gross profit was negatively impacted by foreign currency due to lower hedge gains, given the significant gains experienced in the prior year, and lower revenues behind a slightly stronger U.S. dollar relative to its foreign currency exposures.
|
•
|
Shipment mix changes negatively impacted gross profit primarily due to changes in motorcycle family mix, driven by strong customer demand for the Company's model-year 2016 S-model cruiser motorcycles, and model mix within its motorcycle families.
|
•
|
Raw material prices were lower in 2016 compared to 2015.
|
•
|
Manufacturing costs for 2016 were negatively impacted by higher costs related to retooling and start-up costs at its Pilgrim Road manufacturing facility associated with the Milwaukee-Eight
TM
engine, the implementation of the Company's ERP system at the Company's Kansas City manufacturing facility and a higher fixed cost per unit due to lower volumes, partially offset by favorable costs related to parts and accessories.
|
|
|
2016
|
|
2015
|
||||
Balance, beginning of period
|
|
$
|
147,178
|
|
|
$
|
127,364
|
|
Provision for credit losses
|
|
136,617
|
|
|
101,345
|
|
||
Charge-offs, net of recoveries
|
|
(107,161
|
)
|
|
(81,531
|
)
|
||
Other
(a)
|
|
(3,291
|
)
|
|
—
|
|
||
Balance, end of period
|
|
$
|
173,343
|
|
|
$
|
147,178
|
|
(a)
|
Related to the sale of finance receivables during the second quarter of 2016 with a principal balance of $301.8 million through an off-balance sheet asset-backed securitization transaction (see Note 11 of the Notes to Consolidated Financial Statements for additional information).
|
(in thousands, except earnings per share)
|
|
2015
|
|
2014
|
|
(Decrease) Increase
|
|
%
Change
|
|||||||
Operating income from Motorcycles & Related Products
|
|
$
|
875,490
|
|
|
$
|
1,003,147
|
|
|
$
|
(127,657
|
)
|
|
(12.7
|
)%
|
Operating income from Financial Services
|
|
280,205
|
|
|
277,836
|
|
|
2,369
|
|
|
0.9
|
%
|
|||
Operating income
|
|
1,155,695
|
|
|
1,280,983
|
|
|
(125,288
|
)
|
|
(9.8
|
)%
|
|||
Investment income
|
|
6,585
|
|
|
6,499
|
|
|
86
|
|
|
1.3
|
%
|
|||
Interest expense
|
|
12,117
|
|
|
4,162
|
|
|
7,955
|
|
|
191.1
|
%
|
|||
Income before income taxes
|
|
1,150,163
|
|
|
1,283,320
|
|
|
(133,157
|
)
|
|
(10.4
|
)%
|
|||
Provision for income taxes
|
|
397,956
|
|
|
438,709
|
|
|
(40,753
|
)
|
|
(9.3
|
)%
|
|||
Net income
|
|
$
|
752,207
|
|
|
$
|
844,611
|
|
|
$
|
(92,404
|
)
|
|
(10.9
|
)%
|
Diluted earnings per share
|
|
$
|
3.69
|
|
|
$
|
3.88
|
|
|
$
|
(0.19
|
)
|
|
(4.9
|
)%
|
|
|
2015
|
|
2014
|
|
(Decrease) Increase
|
|
%
Change
|
||||
United States
|
|
168,240
|
|
|
171,079
|
|
|
(2,839
|
)
|
|
(1.7
|
)%
|
|
|
|
|
|
|
|
|
|
||||
Europe
(b)
|
|
36,894
|
|
|
38,491
|
|
|
(1,597
|
)
|
|
(4.1
|
)
|
EMEA - Other
|
|
6,393
|
|
|
6,832
|
|
|
(439
|
)
|
|
(6.4
|
)
|
Total EMEA
|
|
43,287
|
|
|
45,323
|
|
|
(2,036
|
)
|
|
(4.5
|
)
|
|
|
|
|
|
|
|
|
|
||||
Japan
|
|
9,700
|
|
|
10,775
|
|
|
(1,075
|
)
|
|
(10.0
|
)
|
Asia Pacific - Other
|
|
22,558
|
|
|
19,299
|
|
|
3,259
|
|
|
16.9
|
|
Total Asia Pacific
|
|
32,258
|
|
|
30,074
|
|
|
2,184
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America
|
|
11,173
|
|
|
11,652
|
|
|
(479
|
)
|
|
(4.1
|
)
|
Canada
|
|
9,669
|
|
|
9,871
|
|
|
(202
|
)
|
|
(2.0
|
)
|
Total International Retail Sales
|
|
96,387
|
|
|
96,920
|
|
|
(533
|
)
|
|
(0.5
|
)
|
Total Worldwide Retail Sales
|
|
264,627
|
|
|
267,999
|
|
|
(3,372
|
)
|
|
(1.3
|
)%
|
(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)
|
Includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
|
|
|
2015
|
|
2014
|
|
Increase
|
|
%
Change
|
||||
United States
(b)
|
|
328,818
|
|
|
313,627
|
|
|
15,191
|
|
|
4.8
|
%
|
Europe
(c)
|
|
351,773
|
|
|
319,801
|
|
|
31,972
|
|
|
10.0
|
%
|
(a)
|
Data includes on-road 601+cc models. On-road 601+cc models include dual purpose models, three-wheeled motorcycles and autocycles. Autocycles were included in the U.S. and Europe data beginning in 2014 and 2015, respectively. Registration data for Harley-Davidson Street
®
500 motorcycles is not included in this table.
|
(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.
|
(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.
|
|
|
2015
|
|
2014
|
|
Unit
|
|
Unit
|
||||||||||
|
|
Units
|
|
Mix %
|
|
Units
|
|
Mix %
|
|
(Decrease) Increase
|
|
%
Change |
||||||
United States
|
|
170,688
|
|
|
64.1
|
%
|
|
173,994
|
|
|
64.3
|
%
|
|
(3,306
|
)
|
|
(1.9
|
)%
|
International
|
|
95,694
|
|
|
35.9
|
%
|
|
96,732
|
|
|
35.7
|
%
|
|
(1,038
|
)
|
|
(1.1
|
)
|
Harley-Davidson motorcycle units
|
|
266,382
|
|
|
100.0
|
%
|
|
270,726
|
|
|
100.0
|
%
|
|
(4,344
|
)
|
|
(1.6
|
)%
|
Touring motorcycle units
|
|
114,768
|
|
|
43.1
|
%
|
|
122,481
|
|
|
45.2
|
%
|
|
(7,713
|
)
|
|
(6.3
|
)%
|
Cruiser motorcycle units
|
|
89,207
|
|
|
33.5
|
%
|
|
91,426
|
|
|
33.8
|
%
|
|
(2,219
|
)
|
|
(2.4
|
)
|
Sportster
®
/ Street motorcycle units
(a)
|
|
62,407
|
|
|
23.4
|
%
|
|
56,819
|
|
|
21.0
|
%
|
|
5,588
|
|
|
9.8
|
|
Harley-Davidson motorcycle units
|
|
266,382
|
|
|
100.0
|
%
|
|
270,726
|
|
|
100.0
|
%
|
|
(4,344
|
)
|
|
(1.6
|
)%
|
(a)
|
Initial shipments of Street motorcycle units began during the first quarter of 2014.
|
|
|
2015
|
|
2014
|
|
(Decrease) Increase
|
|
%
Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|||||||
Motorcycles
|
|
$
|
4,127,739
|
|
|
$
|
4,385,863
|
|
|
$
|
(258,124
|
)
|
|
(5.9
|
)%
|
Parts & Accessories
|
|
862,645
|
|
|
875,019
|
|
|
(12,374
|
)
|
|
(1.4
|
)
|
|||
General Merchandise
|
|
292,310
|
|
|
284,826
|
|
|
7,484
|
|
|
2.6
|
|
|||
Other
|
|
26,050
|
|
|
21,973
|
|
|
4,077
|
|
|
18.6
|
|
|||
Total revenue
|
|
5,308,744
|
|
|
5,567,681
|
|
|
(258,937
|
)
|
|
(4.7
|
)
|
|||
Cost of goods sold
|
|
3,356,284
|
|
|
3,542,601
|
|
|
(186,317
|
)
|
|
(5.3
|
)
|
|||
Gross profit
|
|
1,952,460
|
|
|
2,025,080
|
|
|
(72,620
|
)
|
|
(3.6
|
)
|
|||
Selling & administrative expense
|
|
916,669
|
|
|
887,333
|
|
|
29,336
|
|
|
3.3
|
|
|||
Engineering expense
|
|
160,301
|
|
|
134,600
|
|
|
25,701
|
|
|
19.1
|
|
|||
Operating expense
|
|
1,076,970
|
|
|
1,021,933
|
|
|
55,037
|
|
|
5.4
|
|
|||
Operating income from Motorcycles
|
|
$
|
875,490
|
|
|
$
|
1,003,147
|
|
|
$
|
(127,657
|
)
|
|
(12.7
|
)%
|
|
|
Net
Revenue
|
|
Cost of
Goods
Sold
|
|
Gross
Profit
|
||||||
2014
|
|
$
|
5,568
|
|
|
$
|
3,543
|
|
|
$
|
2,025
|
|
Volume
|
|
(59
|
)
|
|
(29
|
)
|
|
(30
|
)
|
|||
Price, net of related costs
|
|
81
|
|
|
9
|
|
|
72
|
|
|||
Foreign currency exchange rates and hedging
|
|
(231
|
)
|
|
(110
|
)
|
|
(121
|
)
|
|||
Shipment mix
|
|
(50
|
)
|
|
(20
|
)
|
|
(30
|
)
|
|||
Raw material prices
|
|
—
|
|
|
(19
|
)
|
|
19
|
|
|||
Manufacturing and other costs
|
|
—
|
|
|
(17
|
)
|
|
17
|
|
|||
Total
|
|
(259
|
)
|
|
(186
|
)
|
|
(73
|
)
|
|||
2015
|
|
$
|
5,309
|
|
|
$
|
3,357
|
|
|
$
|
1,952
|
|
•
|
On average, wholesale prices on the Company’s 2015 and 2016 model-year motorcycles were higher than the prior model-years resulting in the favorable impact on revenue during the period. The impact of revenue favorability resulting from model-year price increases on gross profit was partially offset by increases in cost related to the additional content added to the 2015 and 2016 model-year motorcycles.
|
•
|
Gross profit was negatively impacted by changes in foreign currency exchange rates during 2015 compared to 2014. Revenue was negatively impacted by a weighted-average devaluation in the Euro, Japanese yen, Brazilian real and Australian dollar of 17% compared to 2014. The negative impact to revenue was partially offset by a positive impact to cost of goods sold as a result of natural hedges, benefits of foreign exchange contracts and a decrease in losses from the remeasurement of foreign-denominated assets on the balance sheet.
|
•
|
Shipment mix changes negatively impacted gross profit primarily due to changes in motorcycle family mix, driven by higher shipments of Sportster
®
/Street motorcycles. The negative motorcycle family mix was partially offset by positive mix changes within parts and accessories and general merchandise.
|
•
|
Raw material prices were lower in 2015 compared to 2014.
|
•
|
Manufacturing costs for 2015 benefited from increased manufacturing efficiencies and the absence of Street motorcycles start-up costs that were incurred in 2014.
|
|
|
2015
|
|
2014
|
|
Increase
(Decrease)
|
|
%
Change
|
|||||||
Interest income
|
|
$
|
605,770
|
|
|
$
|
585,187
|
|
|
$
|
20,583
|
|
|
3.5
|
%
|
Other income
|
|
80,888
|
|
|
75,640
|
|
|
5,248
|
|
|
6.9
|
|
|||
Financial services revenue
|
|
686,658
|
|
|
660,827
|
|
|
25,831
|
|
|
3.9
|
|
|||
Interest expense
|
|
161,983
|
|
|
164,476
|
|
|
(2,493
|
)
|
|
(1.5
|
)
|
|||
Provision for credit losses
|
|
101,345
|
|
|
80,946
|
|
|
20,399
|
|
|
25.2
|
|
|||
Operating expenses
|
|
143,125
|
|
|
137,569
|
|
|
5,556
|
|
|
4.0
|
|
|||
Financial Services expense
|
|
406,453
|
|
|
382,991
|
|
|
23,462
|
|
|
6.1
|
|
|||
Operating income from Financial Services
|
|
$
|
280,205
|
|
|
$
|
277,836
|
|
|
$
|
2,369
|
|
|
0.9
|
%
|
|
|
2015
|
|
2014
|
||||
Balance, beginning of period
|
|
$
|
127,364
|
|
|
$
|
110,693
|
|
Provision for credit losses
|
|
101,345
|
|
|
80,946
|
|
||
Charge-offs, net of recoveries
|
|
(81,531
|
)
|
|
(64,275
|
)
|
||
Balance, end of period
|
|
$
|
147,178
|
|
|
$
|
127,364
|
|
|
|
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
|
||||||||
2016 Net periodic benefit costs
|
|
|
|
|
|
|
|
|
||||||||
Pension and SERPA
|
|
$
|
27,316
|
|
|
$
|
29,850
|
|
|
$
|
19,443
|
|
|
n/a
|
|
|
Postretirement healthcare
|
|
$
|
10,957
|
|
|
$
|
881
|
|
|
$
|
1,609
|
|
|
$
|
1,564
|
|
2016 Benefit obligations
|
|
|
|
|
|
|
|
|
||||||||
Pension and SERPA
|
|
$
|
1,986,435
|
|
|
$
|
335,111
|
|
|
n/a
|
|
|
n/a
|
|
||
Postretirement healthcare
|
|
$
|
346,431
|
|
|
$
|
31,837
|
|
|
n/a
|
|
|
$
|
12,670
|
|
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
|
Total
|
||||||||||
Principal payments on debt
|
|
$
|
2,145,781
|
|
|
$
|
2,675,694
|
|
|
$
|
1,258,814
|
|
|
$
|
750,000
|
|
|
$
|
6,830,289
|
|
Interest payments on debt
|
|
175,286
|
|
|
208,704
|
|
|
87,675
|
|
|
396,000
|
|
|
867,665
|
|
|||||
Operating lease payments
|
|
13,900
|
|
|
24,598
|
|
|
14,151
|
|
|
11,965
|
|
|
64,614
|
|
|||||
|
|
$
|
2,334,967
|
|
|
$
|
2,908,996
|
|
|
$
|
1,360,640
|
|
|
$
|
1,157,965
|
|
|
$
|
7,762,568
|
|
|
|
December 31,
2016 |
||
Cash and cash equivalents
|
|
$
|
759,984
|
|
Current marketable securities
|
|
5,519
|
|
|
Total cash and cash equivalents and marketable securities
|
|
765,503
|
|
|
|
|
|
||
Credit facilities
|
|
409,292
|
|
|
Asset-backed U.S. commercial paper conduit facilities
(a)
|
|
900,000
|
|
|
Asset-backed Canadian commercial paper conduit facility
(b)
|
|
28,857
|
|
|
Total availability under credit facilities
|
|
1,338,149
|
|
|
Total
|
|
$
|
2,103,652
|
|
(a)
|
The U.S. commercial paper conduit facilities expire on
December 13, 2017
. The Company anticipates that it will renew these facilities prior to expiration.
(1)
|
(b)
|
The Canadian commercial paper conduit facility expires on
June 30, 2017
and is limited to Canadian denominated borrowings. The Company anticipates that it will renew this facility prior to expiration.
(1)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
|
$
|
1,174,339
|
|
|
$
|
1,100,118
|
|
|
$
|
1,146,677
|
|
Net cash used by investing activities
|
|
(392,731
|
)
|
|
(915,848
|
)
|
|
(744,650
|
)
|
|||
Net cash used by financing activities
|
|
(734,390
|
)
|
|
(354,064
|
)
|
|
(536,096
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(9,443
|
)
|
|
(14,677
|
)
|
|
(25,863
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
37,775
|
|
|
$
|
(184,471
|
)
|
|
$
|
(159,932
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unsecured commercial paper
|
|
$
|
1,055,708
|
|
|
$
|
1,201,380
|
|
|
$
|
731,786
|
|
Asset-backed Canadian commercial paper conduit facility
|
|
149,338
|
|
|
153,839
|
|
|
166,912
|
|
|||
Medium-term notes, net
|
|
4,064,940
|
|
|
3,316,949
|
|
|
3,325,285
|
|
|||
Senior unsecured notes, net
|
|
741,306
|
|
|
740,653
|
|
|
—
|
|
|||
Term asset-backed securitization debt, net
|
|
796,275
|
|
|
1,459,377
|
|
|
1,268,419
|
|
|||
Total debt
|
|
$
|
6,807,567
|
|
|
$
|
6,872,198
|
|
|
$
|
5,492,402
|
|
Principal Amount
|
|
Rate
|
|
Issue Date
|
|
Maturity Date
|
$400,000
|
|
2.70%
|
|
January 2012
|
|
March 2017
|
$400,000
|
|
1.55%
|
|
November 2014
|
|
November 2017
|
$877,488
|
|
6.80%
|
|
May 2008
|
|
June 2018
|
$600,000
|
|
2.25%
|
|
January 2016
|
|
January 2019
|
$600,000
|
|
2.40%
|
|
September 2014
|
|
September 2019
|
$600,000
|
|
2.15%
|
|
February 2015
|
|
February 2020
|
$600,000
|
|
2.85%
|
|
January 2016
|
|
January 2021
|
•
|
assume or incur certain liens;
|
•
|
participate in certain mergers or consolidations; and
|
•
|
purchase or hold margin stock.
|
(i)
|
execute its business strategy,
|
(ii)
|
manage through changes in general economic and business conditions, including changing capital, credit and retail markets, and the changing political environment,
|
(iii)
|
accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices,
|
(iv)
|
prevent a cybersecurity breach involving consumer, employee, dealer, supplier, or Company data and respond to evolving regulatory requirements regarding data security,
|
(v)
|
drive demand by executing its marketing strategy of appealing to and growing sales to multi-generational and multi-cultural customers worldwide in an increasingly competitive marketplace,
|
(vi)
|
develop and introduce products, services and experiences that are successful in the marketplace,
|
(vii)
|
manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS' loan portfolio,
|
(viii)
|
balance production volumes for its new motorcycles with consumer demand, including in circumstances where competitors may be supplying new motorcycles to the market in excess of demand at reduced prices,
|
(ix)
|
manage the impact that prices for and supply of used motorcycles may have on its business, including on retail sales of new motorcycles,
|
(x)
|
prevent and detect any issues with its motorcycles or any associated manufacturing processes to avoid delays in new model launches, recall campaigns, regulatory agency investigations, increased warranty costs or litigation and adverse effects on its reputation and brand strength,
|
(xi)
|
continue to develop the capabilities of its distributors and dealers and manage the risks that its independent dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand,
|
(xii)
|
manage risks that arise through expanding international manufacturing, operations and sales,
|
(xiii)
|
adjust to tax reform, healthcare inflation and reform and pension reform,
|
(xiv)
|
manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles,
|
(xv)
|
manage supply chain issues, including quality issues and any unexpected interruptions or price increases caused by raw material shortages or natural disasters,
|
(xvi)
|
implement and manage enterprise-wide information technology systems, including systems at its manufacturing facilities,
|
(xvii)
|
manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations,
|
(xviii)
|
manage its exposure to product liability claims and commercial or contractual disputes,
|
(xix)
|
execute its flexible production strategy,
|
(xx)
|
retain and attract talented employees,
|
(xxi)
|
successfully access the capital and/or credit markets on terms (including interest rates) that are acceptable to the Company and within its expectations, and
|
(xxii)
|
continue to manage the relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness.
|
|
|
|
Page
|
Supplementary data
|
|
|
|
|
Matthew S. Levatich
|
|
John A. Olin
|
President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Motorcycles and Related Products
|
|
$
|
5,271,376
|
|
|
$
|
5,308,744
|
|
|
$
|
5,567,681
|
|
Financial Services
|
|
725,082
|
|
|
686,658
|
|
|
660,827
|
|
|||
Total revenue
|
|
5,996,458
|
|
|
5,995,402
|
|
|
6,228,508
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Motorcycles and Related Products cost of goods sold
|
|
3,419,710
|
|
|
3,356,284
|
|
|
3,542,601
|
|
|||
Financial Services interest expense
|
|
173,756
|
|
|
161,983
|
|
|
164,476
|
|
|||
Financial Services provision for credit losses
|
|
136,617
|
|
|
101,345
|
|
|
80,946
|
|
|||
Selling, administrative and engineering expense
|
|
1,217,439
|
|
|
1,220,095
|
|
|
1,159,502
|
|
|||
Total costs and expenses
|
|
4,947,522
|
|
|
4,839,707
|
|
|
4,947,525
|
|
|||
Operating income
|
|
1,048,936
|
|
|
1,155,695
|
|
|
1,280,983
|
|
|||
Investment income
|
|
4,645
|
|
|
6,585
|
|
|
6,499
|
|
|||
Interest expense
|
|
29,670
|
|
|
12,117
|
|
|
4,162
|
|
|||
Income before provision for income taxes
|
|
1,023,911
|
|
|
1,150,163
|
|
|
1,283,320
|
|
|||
Provision for income taxes
|
|
331,747
|
|
|
397,956
|
|
|
438,709
|
|
|||
Net income
|
|
$
|
692,164
|
|
|
$
|
752,207
|
|
|
$
|
844,611
|
|
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.85
|
|
|
$
|
3.71
|
|
|
$
|
3.90
|
|
Diluted
|
|
$
|
3.83
|
|
|
$
|
3.69
|
|
|
$
|
3.88
|
|
Cash dividends per common share
|
|
$
|
1.40
|
|
|
$
|
1.24
|
|
|
$
|
1.10
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
692,164
|
|
|
$
|
752,207
|
|
|
$
|
844,611
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(9,288
|
)
|
|
(55,362
|
)
|
|
(36,808
|
)
|
|||
Derivative financial instruments
|
|
6,638
|
|
|
(13,156
|
)
|
|
20,722
|
|
|||
Marketable securities
|
|
(100
|
)
|
|
(394
|
)
|
|
(424
|
)
|
|||
Pension and postretirement benefit plans
|
|
52,574
|
|
|
(31,350
|
)
|
|
(165,757
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
|
49,824
|
|
|
(100,262
|
)
|
|
(182,267
|
)
|
|||
Comprehensive income
|
|
$
|
741,988
|
|
|
$
|
651,945
|
|
|
$
|
662,344
|
|
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
759,984
|
|
|
$
|
722,209
|
|
Marketable securities
|
|
5,519
|
|
|
45,192
|
|
||
Accounts receivable, net
|
|
285,106
|
|
|
247,405
|
|
||
Finance receivables, net
|
|
2,076,261
|
|
|
2,053,582
|
|
||
Inventories
|
|
499,917
|
|
|
585,907
|
|
||
Restricted cash
|
|
52,574
|
|
|
88,267
|
|
||
Deferred income taxes
|
|
—
|
|
|
102,769
|
|
||
Other current assets
|
|
174,491
|
|
|
132,552
|
|
||
Total current assets
|
|
3,853,852
|
|
|
3,977,883
|
|
||
Finance receivables, net
|
|
4,759,197
|
|
|
4,814,571
|
|
||
Property, plant and equipment, net
|
|
981,593
|
|
|
942,418
|
|
||
Goodwill
|
|
53,391
|
|
|
54,182
|
|
||
Deferred income taxes
|
|
167,729
|
|
|
99,614
|
|
||
Other long-term assets
|
|
74,478
|
|
|
84,309
|
|
||
|
|
$
|
9,890,240
|
|
|
$
|
9,972,977
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
235,318
|
|
|
$
|
235,614
|
|
Accrued liabilities
|
|
486,652
|
|
|
471,964
|
|
||
Short-term debt
|
|
1,055,708
|
|
|
1,201,380
|
|
||
Current portion of long-term debt, net
|
|
1,084,884
|
|
|
838,349
|
|
||
Total current liabilities
|
|
2,862,562
|
|
|
2,747,307
|
|
||
Long-term debt, net
|
|
4,666,975
|
|
|
4,832,469
|
|
||
Pension liability
|
|
84,442
|
|
|
164,888
|
|
||
Postretirement healthcare liability
|
|
173,267
|
|
|
193,659
|
|
||
Other long-term liabilities
|
|
182,836
|
|
|
195,000
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, none issued
|
|
—
|
|
|
—
|
|
||
Common stock, 180,595,054 and 344,855,704 shares issued, respectively
|
|
1,806
|
|
|
3,449
|
|
||
Additional paid-in-capital
|
|
1,381,862
|
|
|
1,328,561
|
|
||
Retained earnings
|
|
1,337,673
|
|
|
8,961,985
|
|
||
Accumulated other comprehensive loss
|
|
(565,381
|
)
|
|
(615,205
|
)
|
||
Treasury stock (4,647,345 and 160,121,966 shares, respectively), at cost
|
|
(235,802
|
)
|
|
(7,839,136
|
)
|
||
Total shareholders’ equity
|
|
1,920,158
|
|
|
1,839,654
|
|
||
|
|
$
|
9,890,240
|
|
|
$
|
9,972,977
|
|
|
|
2016
|
|
2015
|
||||
Balances held by consolidated variable interest entities (Note 11)
|
|
|
|
|
||||
Current finance receivables, net
|
|
$
|
225,289
|
|
|
$
|
322,768
|
|
Other assets
|
|
$
|
2,781
|
|
|
$
|
4,706
|
|
Non-current finance receivables, net
|
|
$
|
643,047
|
|
|
$
|
1,250,919
|
|
Restricted cash - current and non-current
|
|
$
|
57,057
|
|
|
$
|
100,151
|
|
Current portion of long-term debt, net
|
|
$
|
241,396
|
|
|
$
|
351,123
|
|
Long-term debt, net
|
|
$
|
554,879
|
|
|
$
|
1,108,254
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities (Note 2)
|
|
$
|
1,174,339
|
|
|
$
|
1,100,118
|
|
|
$
|
1,146,677
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(256,263
|
)
|
|
(259,974
|
)
|
|
(232,319
|
)
|
|||
Origination of finance receivables
|
|
(3,664,495
|
)
|
|
(3,751,830
|
)
|
|
(3,568,423
|
)
|
|||
Collections on finance receivables
|
|
3,175,031
|
|
|
3,136,885
|
|
|
3,013,245
|
|
|||
Proceeds from finance receivables sold
|
|
312,571
|
|
|
—
|
|
|
—
|
|
|||
Sales and redemptions of marketable securities
|
|
40,014
|
|
|
11,507
|
|
|
41,010
|
|
|||
Acquisition of business
|
|
—
|
|
|
(59,910
|
)
|
|
—
|
|
|||
Other
|
|
411
|
|
|
7,474
|
|
|
1,837
|
|
|||
Net cash used by investing activities
|
|
(392,731
|
)
|
|
(915,848
|
)
|
|
(744,650
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of medium-term notes
|
|
1,193,396
|
|
|
595,386
|
|
|
991,835
|
|
|||
Repayments of medium-term notes
|
|
(451,336
|
)
|
|
(610,331
|
)
|
|
(526,431
|
)
|
|||
Proceeds from issuance of senior unsecured notes
|
|
—
|
|
|
740,385
|
|
|
—
|
|
|||
Repayment of senior unsecured notes
|
|
—
|
|
|
—
|
|
|
(303,000
|
)
|
|||
Proceeds from securitization debt
|
|
—
|
|
|
1,195,668
|
|
|
847,126
|
|
|||
Repayments of securitization debt
|
|
(665,400
|
)
|
|
(1,008,135
|
)
|
|
(834,856
|
)
|
|||
Borrowings of asset-backed commercial paper
|
|
62,396
|
|
|
87,442
|
|
|
84,907
|
|
|||
Repayments of asset-backed commercial paper
|
|
(71,500
|
)
|
|
(72,727
|
)
|
|
(77,800
|
)
|
|||
Net (decrease) increase in credit facilities and unsecured commercial paper
|
|
(145,812
|
)
|
|
469,473
|
|
|
63,945
|
|
|||
Net change in restricted cash
|
|
43,495
|
|
|
11,410
|
|
|
22,755
|
|
|||
Dividends paid
|
|
(252,321
|
)
|
|
(249,262
|
)
|
|
(238,300
|
)
|
|||
Purchase of common stock for treasury
|
|
(465,341
|
)
|
|
(1,537,020
|
)
|
|
(615,602
|
)
|
|||
Excess tax benefits from share-based payments
|
|
2,251
|
|
|
3,468
|
|
|
11,540
|
|
|||
Issuance of common stock under employee stock option plans
|
|
15,782
|
|
|
20,179
|
|
|
37,785
|
|
|||
Net cash used by financing activities
|
|
(734,390
|
)
|
|
(354,064
|
)
|
|
(536,096
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(9,443
|
)
|
|
(14,677
|
)
|
|
(25,863
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
37,775
|
|
|
$
|
(184,471
|
)
|
|
$
|
(159,932
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents—beginning of period
|
|
$
|
722,209
|
|
|
$
|
906,680
|
|
|
$
|
1,066,612
|
|
Net increase (decrease) in cash and cash equivalents
|
|
37,775
|
|
|
(184,471
|
)
|
|
(159,932
|
)
|
|||
Cash and cash equivalents—end of period
|
|
$
|
759,984
|
|
|
$
|
722,209
|
|
|
$
|
906,680
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Balance
|
|
Total
|
|||||||||||||||
|
|
Issued
Shares
|
|
Balance
|
|
||||||||||||||||||||||
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 9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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 equity awards
|
|
—
|
|
|
—
|
|
|
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
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
752,207
|
|
|
—
|
|
|
—
|
|
|
752,207
|
|
||||||
Total other comprehensive loss, net of tax (Note 9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,262
|
)
|
|
—
|
|
|
(100,262
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(249,262
|
)
|
|
—
|
|
|
—
|
|
|
(249,262
|
)
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,537,020
|
)
|
|
(1,537,020
|
)
|
||||||
Share-based compensation and 401(k) match made with Treasury shares
|
|
—
|
|
|
—
|
|
|
39,457
|
|
|
—
|
|
|
—
|
|
|
1,394
|
|
|
40,851
|
|
||||||
Issuance of nonvested stock
|
|
162,193
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
518,858
|
|
|
5
|
|
|
20,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,179
|
|
||||||
Tax benefit of equity awards
|
|
—
|
|
|
—
|
|
|
3,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,675
|
|
||||||
Balance December 31, 2015
|
|
344,855,704
|
|
|
$
|
3,449
|
|
|
$
|
1,328,561
|
|
|
$
|
8,961,985
|
|
|
$
|
(615,205
|
)
|
|
$
|
(7,839,136
|
)
|
|
$
|
1,839,654
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
692,164
|
|
|
—
|
|
|
—
|
|
|
692,164
|
|
||||||
Total other comprehensive income, net of tax (Note 9)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,824
|
|
|
—
|
|
|
49,824
|
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(252,321
|
)
|
|
—
|
|
|
—
|
|
|
(252,321
|
)
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(465,341
|
)
|
|
(465,341
|
)
|
||||||
Share-based compensation and 401(k) match made with Treasury shares
|
|
—
|
|
|
—
|
|
|
36,956
|
|
|
—
|
|
|
—
|
|
|
2,870
|
|
|
39,826
|
|
||||||
Issuance of nonvested stock
|
|
272,479
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
|
466,871
|
|
|
5
|
|
|
15,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,782
|
|
||||||
Tax benefit of equity awards
|
|
—
|
|
|
—
|
|
|
570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
570
|
|
||||||
Retirement of treasury stock
|
|
(165,000,000
|
)
|
|
(1,650
|
)
|
|
—
|
|
|
(8,064,155
|
)
|
|
—
|
|
|
8,065,805
|
|
|
—
|
|
||||||
Balance December 31, 2016
|
|
180,595,054
|
|
|
$
|
1,806
|
|
|
$
|
1,381,862
|
|
|
$
|
1,337,673
|
|
|
$
|
(565,381
|
)
|
|
$
|
(235,802
|
)
|
|
$
|
1,920,158
|
|
|
|
2016
|
|
2015
|
||||
Available-for-sale securities: corporate bonds
|
|
$
|
5,519
|
|
|
$
|
45,192
|
|
Trading securities: mutual funds
|
|
38,119
|
|
|
36,256
|
|
||
Total marketable securities
|
|
$
|
43,638
|
|
|
$
|
81,448
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of period
|
|
$
|
74,217
|
|
|
$
|
69,250
|
|
|
$
|
64,120
|
|
Warranties issued during the period
|
|
60,215
|
|
|
59,259
|
|
|
60,331
|
|
|||
Settlements made during the period
|
|
(99,298
|
)
|
|
(96,529
|
)
|
|
(74,262
|
)
|
|||
Recalls and changes to pre-existing warranty liabilities
|
|
44,348
|
|
|
42,237
|
|
|
19,061
|
|
|||
Balance, end of period
|
|
$
|
79,482
|
|
|
$
|
74,217
|
|
|
$
|
69,250
|
|
|
|
2016
|
|
2015
|
||||
Components at the lower of FIFO cost or market
|
|
|
|
|
||||
Raw materials and work in process
|
|
$
|
140,639
|
|
|
$
|
161,704
|
|
Motorcycle finished goods
|
|
285,281
|
|
|
327,952
|
|
||
Parts and accessories and general merchandise
|
|
122,264
|
|
|
145,519
|
|
||
Inventory at lower of FIFO cost or market
|
|
548,184
|
|
|
635,175
|
|
||
Excess of FIFO over LIFO cost
|
|
(48,267
|
)
|
|
(49,268
|
)
|
||
Total inventories, net
|
|
$
|
499,917
|
|
|
$
|
585,907
|
|
|
|
2016
|
|
2015
|
||||
Land and related improvements
|
|
$
|
65,533
|
|
|
$
|
56,554
|
|
Buildings and related improvements
|
|
464,200
|
|
|
453,433
|
|
||
Machinery and equipment
|
|
1,887,269
|
|
|
1,859,443
|
|
||
Software
|
|
630,114
|
|
|
524,076
|
|
||
Construction in progress
|
|
214,409
|
|
|
280,147
|
|
||
|
|
3,261,525
|
|
|
3,173,653
|
|
||
Accumulated depreciation
|
|
(2,279,932
|
)
|
|
(2,231,235
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
981,593
|
|
|
$
|
942,418
|
|
|
|
2016
|
|
2015
|
||||
Payroll, employee benefits and related expenses
|
|
$
|
148,221
|
|
|
$
|
160,971
|
|
Warranty and recalls
|
|
57,698
|
|
|
54,894
|
|
||
Sales incentive programs
|
|
43,218
|
|
|
37,568
|
|
||
Tax-related accruals
|
|
26,140
|
|
|
18,535
|
|
||
Accrued interest
|
|
42,788
|
|
|
33,925
|
|
||
Other
|
|
168,587
|
|
|
166,071
|
|
||
Total accrued liabilities
|
|
$
|
486,652
|
|
|
$
|
471,964
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
692,164
|
|
|
$
|
752,207
|
|
|
$
|
844,611
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization of intangibles
|
|
209,555
|
|
|
198,074
|
|
|
179,300
|
|
|||
Amortization of deferred loan origination costs
|
|
86,681
|
|
|
93,546
|
|
|
94,429
|
|
|||
Amortization of financing origination fees
|
|
9,252
|
|
|
9,975
|
|
|
8,442
|
|
|||
Provision for long-term employee benefits
|
|
38,273
|
|
|
60,824
|
|
|
33,709
|
|
|||
Employee benefit plan contributions and payments
|
|
(55,809
|
)
|
|
(28,490
|
)
|
|
(29,686
|
)
|
|||
Stock compensation expense
|
|
32,336
|
|
|
29,433
|
|
|
37,929
|
|
|||
Net change in wholesale finance receivables related to sales
|
|
(3,233
|
)
|
|
(113,970
|
)
|
|
(75,210
|
)
|
|||
Provision for credit losses
|
|
136,617
|
|
|
101,345
|
|
|
80,946
|
|
|||
Gain on off-balance sheet asset-backed securitization
|
|
(9,269
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
118
|
|
|
1,099
|
|
|
3,942
|
|
|||
Deferred income taxes
|
|
(165
|
)
|
|
(16,484
|
)
|
|
(7,621
|
)
|
|||
Other, net
|
|
(6,907
|
)
|
|
20,913
|
|
|
20,473
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(45,934
|
)
|
|
(13,665
|
)
|
|
(9,809
|
)
|
|||
Finance receivables – accrued interest and other
|
|
(1,489
|
)
|
|
(3,046
|
)
|
|
(2,515
|
)
|
|||
Inventories
|
|
85,072
|
|
|
(155,222
|
)
|
|
(50,886
|
)
|
|||
Accounts payable and accrued liabilities
|
|
38,237
|
|
|
138,823
|
|
|
21,309
|
|
|||
Derivative instruments
|
|
(3,413
|
)
|
|
(5,615
|
)
|
|
703
|
|
|||
Other
|
|
(27,747
|
)
|
|
30,371
|
|
|
(3,389
|
)
|
|||
Total adjustments
|
|
482,175
|
|
|
347,911
|
|
|
302,066
|
|
|||
Net cash provided by operating activities
|
|
$
|
1,174,339
|
|
|
$
|
1,100,118
|
|
|
$
|
1,146,677
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest
|
|
$
|
185,804
|
|
|
$
|
148,654
|
|
|
$
|
154,310
|
|
Income taxes
|
|
$
|
356,553
|
|
|
$
|
371,547
|
|
|
$
|
438,840
|
|
|
August 4, 2015
|
||
Current assets
|
$
|
11,088
|
|
Property, plant and equipment
|
144
|
|
|
Intangible assets
|
20,842
|
|
|
Goodwill
|
28,567
|
|
|
Total assets
|
60,641
|
|
|
Current liabilities
|
731
|
|
|
Net assets acquired
|
$
|
59,910
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of period
|
|
$
|
54,182
|
|
|
$
|
27,752
|
|
|
$
|
30,452
|
|
Business acquisitions
|
|
—
|
|
|
28,567
|
|
|
—
|
|
|||
Currency translation
|
|
(791
|
)
|
|
(2,137
|
)
|
|
(2,700
|
)
|
|||
Balance, end of period
|
|
$
|
53,391
|
|
|
$
|
54,182
|
|
|
$
|
27,752
|
|
|
|
2016
|
|
|
||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Estimated useful life (years)
|
||||||
Intangible assets other than goodwill
|
|
|
|
|
|
|
|
|
||||||
Reacquired distribution rights
|
|
$
|
12,928
|
|
|
$
|
(9,157
|
)
|
|
$
|
3,771
|
|
|
2
|
Customer relationships
|
|
7,293
|
|
|
(517
|
)
|
|
6,776
|
|
|
20
|
|||
Total other intangible assets
|
|
$
|
20,221
|
|
|
$
|
(9,674
|
)
|
|
$
|
10,547
|
|
|
|
|
|
2015
|
|
|
||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Estimated useful life (years)
|
||||||
Intangible assets other than goodwill
|
|
|
|
|
|
|
|
|
||||||
Reacquired distribution rights
|
|
$
|
12,614
|
|
|
$
|
(2,628
|
)
|
|
$
|
9,986
|
|
|
2
|
Customer relationships
|
|
7,116
|
|
|
(148
|
)
|
|
6,968
|
|
|
20
|
|||
Total other intangible assets
|
|
$
|
19,730
|
|
|
$
|
(2,776
|
)
|
|
$
|
16,954
|
|
|
|
|
|
Estimated Amortization
|
||
2017
|
|
4,143
|
|
|
2018
|
|
372
|
|
|
2019
|
|
372
|
|
|
2020
|
|
372
|
|
|
2021
|
|
372
|
|
|
Thereafter
|
|
4,916
|
|
|
Total
|
|
$
|
10,547
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Wholesale
|
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
|
$
|
961,150
|
|
|
$
|
965,379
|
|
|
$
|
903,380
|
|
|
$
|
800,491
|
|
|
$
|
776,633
|
|
Canada
|
|
65,440
|
|
|
58,481
|
|
|
48,941
|
|
|
44,721
|
|
|
39,771
|
|
|||||
Total wholesale
|
|
1,026,590
|
|
|
1,023,860
|
|
|
952,321
|
|
|
845,212
|
|
|
816,404
|
|
|||||
Retail
|
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
|
5,769,410
|
|
|
5,803,071
|
|
|
5,398,006
|
|
|
5,051,245
|
|
|
4,850,450
|
|
|||||
Canada
|
|
212,801
|
|
|
188,400
|
|
|
209,918
|
|
|
213,799
|
|
|
222,665
|
|
|||||
Total retail
|
|
5,982,211
|
|
|
5,991,471
|
|
|
5,607,924
|
|
|
5,265,044
|
|
|
5,073,115
|
|
|||||
|
|
7,008,801
|
|
|
7,015,331
|
|
|
6,560,245
|
|
|
6,110,256
|
|
|
5,889,519
|
|
|||||
Allowance for credit losses
|
|
(173,343
|
)
|
|
(147,178
|
)
|
|
(127,364
|
)
|
|
(110,693
|
)
|
|
(107,667
|
)
|
|||||
Total finance receivables, net
|
|
$
|
6,835,458
|
|
|
$
|
6,868,153
|
|
|
$
|
6,432,881
|
|
|
$
|
5,999,563
|
|
|
$
|
5,781,852
|
|
|
|
United States
|
|
Canada
|
|
Total
|
||||||
2017
|
|
$
|
2,004,454
|
|
|
$
|
107,658
|
|
|
$
|
2,112,112
|
|
2018
|
|
1,123,428
|
|
|
44,731
|
|
|
1,168,159
|
|
|||
2019
|
|
1,256,972
|
|
|
48,806
|
|
|
1,305,778
|
|
|||
2020
|
|
1,217,711
|
|
|
53,254
|
|
|
1,270,965
|
|
|||
2021
|
|
1,106,241
|
|
|
23,792
|
|
|
1,130,033
|
|
|||
Thereafter
|
|
21,754
|
|
|
—
|
|
|
21,754
|
|
|||
Total
|
|
$
|
6,730,560
|
|
|
$
|
278,241
|
|
|
$
|
7,008,801
|
|
|
|
2016
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
139,320
|
|
|
$
|
7,858
|
|
|
$
|
147,178
|
|
Provision for credit losses
|
|
137,893
|
|
|
(1,276
|
)
|
|
136,617
|
|
|||
Charge-offs
|
|
(148,566
|
)
|
|
—
|
|
|
(148,566
|
)
|
|||
Recoveries
|
|
41,405
|
|
|
—
|
|
|
41,405
|
|
|||
Other
(a)
|
|
(3,291
|
)
|
|
—
|
|
|
(3,291
|
)
|
|||
Balance, end of period
|
|
$
|
166,761
|
|
|
$
|
6,582
|
|
|
$
|
173,343
|
|
|
|
2015
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
122,025
|
|
|
$
|
5,339
|
|
|
$
|
127,364
|
|
Provision for credit losses
|
|
98,826
|
|
|
2,519
|
|
|
101,345
|
|
|||
Charge-offs
|
|
(123,911
|
)
|
|
—
|
|
|
(123,911
|
)
|
|||
Recoveries
|
|
42,380
|
|
|
—
|
|
|
42,380
|
|
|||
Balance, end of period
|
|
$
|
139,320
|
|
|
$
|
7,858
|
|
|
$
|
147,178
|
|
|
|
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
|
|
(a)
|
Related to the sale of finance receivables during the second quarter of 2016 with a principal balance of
$301.8 million
|
|
|
2016
|
||||||||||
|
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
166,761
|
|
|
6,582
|
|
|
173,343
|
|
|||
Total allowance for credit losses
|
|
$
|
166,761
|
|
|
$
|
6,582
|
|
|
$
|
173,343
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
5,982,211
|
|
|
1,026,590
|
|
|
7,008,801
|
|
|||
Total finance receivables
|
|
$
|
5,982,211
|
|
|
$
|
1,026,590
|
|
|
$
|
7,008,801
|
|
|
|
2015
|
||||||||||
|
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
139,320
|
|
|
7,858
|
|
|
147,178
|
|
|||
Total allowance for credit losses
|
|
$
|
139,320
|
|
|
$
|
7,858
|
|
|
$
|
147,178
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
|
5,991,471
|
|
|
1,023,860
|
|
|
7,015,331
|
|
|||
Total finance receivables
|
|
$
|
5,991,471
|
|
|
$
|
1,023,860
|
|
|
$
|
7,015,331
|
|
|
|
2016
|
||||||||||||||||||||||
|
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail
|
|
$
|
5,760,818
|
|
|
$
|
131,302
|
|
|
$
|
49,642
|
|
|
$
|
40,449
|
|
|
$
|
221,393
|
|
|
$
|
5,982,211
|
|
Wholesale
|
|
1,024,995
|
|
|
1,000
|
|
|
319
|
|
|
276
|
|
|
1,595
|
|
|
1,026,590
|
|
||||||
Total
|
|
$
|
6,785,813
|
|
|
$
|
132,302
|
|
|
$
|
49,961
|
|
|
$
|
40,725
|
|
|
$
|
222,988
|
|
|
$
|
7,008,801
|
|
|
|
2015
|
||||||||||||||||||||||
|
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail
|
|
$
|
5,796,003
|
|
|
$
|
118,996
|
|
|
$
|
43,680
|
|
|
$
|
32,792
|
|
|
$
|
195,468
|
|
|
$
|
5,991,471
|
|
Wholesale
|
|
1,022,365
|
|
|
888
|
|
|
530
|
|
|
77
|
|
|
1,495
|
|
|
1,023,860
|
|
||||||
Total
|
|
$
|
6,818,368
|
|
|
$
|
119,884
|
|
|
$
|
44,210
|
|
|
$
|
32,869
|
|
|
$
|
196,963
|
|
|
$
|
7,015,331
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
United States
|
|
$
|
39,399
|
|
|
$
|
31,677
|
|
|
$
|
27,800
|
|
|
$
|
23,770
|
|
|
$
|
26,500
|
|
Canada
|
|
1,326
|
|
|
1,192
|
|
|
1,118
|
|
|
1,031
|
|
|
1,533
|
|
|||||
Total
|
|
$
|
40,725
|
|
|
$
|
32,869
|
|
|
$
|
28,918
|
|
|
$
|
24,801
|
|
|
$
|
28,033
|
|
|
|
2016
|
|
2015
|
||||
Prime
|
|
$
|
4,768,420
|
|
|
$
|
4,777,448
|
|
Sub-prime
|
|
1,213,791
|
|
|
1,214,023
|
|
||
Total
|
|
$
|
5,982,211
|
|
|
$
|
5,991,471
|
|
|
|
2016
|
|
2015
|
||||
Doubtful
|
|
$
|
1,333
|
|
|
$
|
5,169
|
|
Substandard
|
|
1,773
|
|
|
21,774
|
|
||
Special Mention
|
|
30,152
|
|
|
6,271
|
|
||
Medium Risk
|
|
14,620
|
|
|
11,494
|
|
||
Low Risk
|
|
978,712
|
|
|
979,152
|
|
||
Total
|
|
$
|
1,026,590
|
|
|
$
|
1,023,860
|
|
|
|
2016
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
531,519
|
|
|
$
|
426,266
|
|
|
$
|
105,253
|
|
|
$
|
—
|
|
Marketable securities
|
|
43,638
|
|
|
38,119
|
|
|
5,519
|
|
|
—
|
|
||||
Derivatives
|
|
29,034
|
|
|
—
|
|
|
29,034
|
|
|
—
|
|
||||
Total
|
|
$
|
604,191
|
|
|
$
|
464,385
|
|
|
$
|
139,806
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
|
2015
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
555,910
|
|
|
$
|
390,706
|
|
|
$
|
165,204
|
|
|
$
|
—
|
|
Marketable securities
|
|
81,448
|
|
|
36,256
|
|
|
45,192
|
|
|
—
|
|
||||
Derivatives
|
|
16,235
|
|
|
—
|
|
|
16,235
|
|
|
—
|
|
||||
Total
|
|
$
|
653,593
|
|
|
$
|
426,962
|
|
|
$
|
226,631
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
1,300
|
|
|
$
|
—
|
|
|
$
|
1,300
|
|
|
$
|
—
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
759,984
|
|
|
$
|
759,984
|
|
|
$
|
722,209
|
|
|
$
|
722,209
|
|
Marketable securities
|
|
$
|
43,638
|
|
|
$
|
43,638
|
|
|
$
|
81,448
|
|
|
$
|
81,448
|
|
Derivatives
|
|
$
|
29,034
|
|
|
$
|
29,034
|
|
|
$
|
16,235
|
|
|
$
|
16,235
|
|
Finance receivables, net
|
|
$
|
6,921,037
|
|
|
$
|
6,835,458
|
|
|
$
|
6,937,053
|
|
|
$
|
6,868,153
|
|
Restricted cash
|
|
$
|
67,147
|
|
|
$
|
67,147
|
|
|
$
|
110,642
|
|
|
$
|
110,642
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
142
|
|
|
$
|
142
|
|
|
$
|
1,300
|
|
|
$
|
1,300
|
|
Unsecured commercial paper
|
|
$
|
1,055,708
|
|
|
$
|
1,055,708
|
|
|
$
|
1,201,380
|
|
|
$
|
1,201,380
|
|
Asset-backed Canadian commercial paper conduit facility
|
|
$
|
149,338
|
|
|
$
|
149,338
|
|
|
$
|
153,839
|
|
|
$
|
153,839
|
|
Medium-term notes
|
|
$
|
4,139,462
|
|
|
$
|
4,064,940
|
|
|
$
|
3,410,966
|
|
|
$
|
3,316,949
|
|
Senior unsecured notes
|
|
$
|
744,552
|
|
|
$
|
741,306
|
|
|
$
|
737,435
|
|
|
$
|
740,653
|
|
Term asset-backed securitization debt
|
|
$
|
797,688
|
|
|
$
|
796,275
|
|
|
$
|
1,455,776
|
|
|
$
|
1,459,377
|
|
|
|
2016
|
|
2015
|
|||||||||||||||||||||
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)
|
|
$
|
554,551
|
|
|
$
|
28,528
|
|
|
$
|
142
|
|
|
$
|
436,352
|
|
|
$
|
16,167
|
|
|
$
|
181
|
|
|
Commodities contracts
(c)
|
|
992
|
|
|
177
|
|
|
—
|
|
|
968
|
|
|
—
|
|
|
159
|
|
|||||||
Total
|
|
$
|
555,543
|
|
|
$
|
28,705
|
|
|
$
|
142
|
|
|
$
|
437,320
|
|
|
$
|
16,167
|
|
|
$
|
340
|
|
|
|
|
2016
|
|
2015
|
|||||||||||||||||||||
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
|
|
$
|
5,025
|
|
|
$
|
329
|
|
|
$
|
—
|
|
|
$
|
6,510
|
|
|
$
|
68
|
|
|
$
|
960
|
|
|
Total
|
|
$
|
5,025
|
|
|
$
|
329
|
|
|
$
|
—
|
|
|
$
|
6,510
|
|
|
$
|
68
|
|
|
$
|
960
|
|
(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
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency contracts
|
|
$
|
28,099
|
|
|
$
|
45,810
|
|
|
$
|
47,037
|
|
Commodities contracts
|
|
77
|
|
|
(421
|
)
|
|
(262
|
)
|
|||
Treasury rate locks
|
|
—
|
|
|
(7,381
|
)
|
|
—
|
|
|||
Total
|
|
$
|
28,176
|
|
|
$
|
38,008
|
|
|
$
|
46,775
|
|
|
|
Amount of Gain/(Loss)
Reclassified from AOCL into Income
|
|||||||||||||||
Cash Flow Hedges
|
|
2016
|
|
2015
|
|
2014
|
|
Expected to be Reclassified
Over the Next Twelve Months
|
|||||||||
Foreign currency contracts
(a)
|
|
$
|
18,253
|
|
|
$
|
59,730
|
|
|
$
|
13,635
|
|
|
$
|
26,583
|
|
|
Commodities contracts
(a)
|
|
(258
|
)
|
|
(677
|
)
|
|
228
|
|
|
177
|
|
|||||
Treasury rate locks
(b)
|
|
(362
|
)
|
|
(151
|
)
|
|
—
|
|
|
(362
|
)
|
|||||
Total
|
|
$
|
17,633
|
|
|
$
|
58,902
|
|
|
$
|
13,863
|
|
|
$
|
26,398
|
|
(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 interest expense
|
|
|
Amount of Gain/(Loss)
Recognized in Income on Derivative
|
||||||||||
Derivatives not Designated as Hedges
|
|
2016
|
|
2015
|
|
2014
|
||||||
Commodities contracts
(a)
|
|
$
|
167
|
|
|
$
|
(648
|
)
|
|
$
|
(1,969
|
)
|
Total
|
|
$
|
167
|
|
|
$
|
(648
|
)
|
|
$
|
(1,969
|
)
|
(a)
|
Gain/(loss) recognized in income is included in cost of goods sold
|
|
|
2016
|
||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
(58,844
|
)
|
|
$
|
(1,094
|
)
|
|
$
|
5,886
|
|
|
$
|
(561,153
|
)
|
|
$
|
(615,205
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(7,591
|
)
|
|
(159
|
)
|
|
28,176
|
|
|
33,937
|
|
|
54,363
|
|
|||||
Income tax
|
|
(1,697
|
)
|
|
59
|
|
|
(10,436
|
)
|
|
(12,570
|
)
|
|
(24,644
|
)
|
|||||
Net other comprehensive (loss) income before reclassifications
|
|
(9,288
|
)
|
|
(100
|
)
|
|
17,740
|
|
|
21,367
|
|
|
29,719
|
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized (gains) losses - foreign currency contracts
(a)
|
|
—
|
|
|
—
|
|
|
(18,253
|
)
|
|
—
|
|
|
(18,253
|
)
|
|||||
Realized (gains) losses - commodities contracts
(a)
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|||||
Realized (gains) losses - treasury rate lock
(b)
|
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
|||||
Prior service credits
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,784
|
)
|
|
(1,784
|
)
|
|||||
Actuarial losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,888
|
|
|
49,888
|
|
|||||
Curtailment and settlement losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,463
|
|
|
1,463
|
|
|||||
Total before tax
|
|
—
|
|
|
—
|
|
|
(17,633
|
)
|
|
49,567
|
|
|
31,934
|
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
6,531
|
|
|
(18,360
|
)
|
|
(11,829
|
)
|
|||||
Net reclassifications
|
|
—
|
|
|
—
|
|
|
(11,102
|
)
|
|
31,207
|
|
|
20,105
|
|
|||||
Other comprehensive (loss) income
|
|
(9,288
|
)
|
|
(100
|
)
|
|
6,638
|
|
|
52,574
|
|
|
49,824
|
|
|||||
Balance, end of period
|
|
$
|
(68,132
|
)
|
|
$
|
(1,194
|
)
|
|
$
|
12,524
|
|
|
$
|
(508,579
|
)
|
|
$
|
(565,381
|
)
|
|
|
2015
|
||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
(3,482
|
)
|
|
$
|
(700
|
)
|
|
$
|
19,042
|
|
|
$
|
(529,803
|
)
|
|
$
|
(514,943
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(48,309
|
)
|
|
(626
|
)
|
|
38,008
|
|
|
(106,059
|
)
|
|
(116,986
|
)
|
|||||
Income tax
|
|
(7,053
|
)
|
|
232
|
|
|
(14,079
|
)
|
|
39,284
|
|
|
18,384
|
|
|||||
Net other comprehensive (loss) income before reclassifications
|
|
(55,362
|
)
|
|
(394
|
)
|
|
23,929
|
|
|
(66,775
|
)
|
|
(98,602
|
)
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized (gains) losses - foreign currency contracts
(a)
|
|
—
|
|
|
—
|
|
|
(59,730
|
)
|
|
—
|
|
|
(59,730
|
)
|
|||||
Realized (gains) losses - commodities contracts
(a)
|
|
—
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
677
|
|
|||||
Realized (gains) losses - treasury rate lock
(b)
|
|
—
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
151
|
|
|||||
Prior service credits
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,782
|
)
|
|
(2,782
|
)
|
|||||
Actuarial losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,680
|
|
|
58,680
|
|
|||||
Curtailment and settlement losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
368
|
|
|
368
|
|
|||||
Total before tax
|
|
—
|
|
|
—
|
|
|
(58,902
|
)
|
|
56,266
|
|
|
(2,636
|
)
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
21,817
|
|
|
(20,841
|
)
|
|
976
|
|
|||||
Net reclassifications
|
|
—
|
|
|
—
|
|
|
(37,085
|
)
|
|
35,425
|
|
|
(1,660
|
)
|
|||||
Other comprehensive loss
|
|
(55,362
|
)
|
|
(394
|
)
|
|
(13,156
|
)
|
|
(31,350
|
)
|
|
(100,262
|
)
|
|||||
Balance, end of period
|
|
$
|
(58,844
|
)
|
|
$
|
(1,094
|
)
|
|
$
|
5,886
|
|
|
$
|
(561,153
|
)
|
|
$
|
(615,205
|
)
|
|
|
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
|
)
|
(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 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.
|
|
|
2016
|
|
2015
|
||||
Unsecured commercial paper
|
|
$
|
1,055,708
|
|
|
$
|
1,201,380
|
|
Total short-term debt
|
|
$
|
1,055,708
|
|
|
$
|
1,201,380
|
|
|
|
2016
|
|
2015
|
||||
Secured debt (Note 11)
|
|
|
|
|
||||
Asset-backed Canadian commercial paper conduit facility
|
|
$
|
149,338
|
|
|
$
|
153,839
|
|
Asset-backed securitization debt
|
|
797,755
|
|
|
1,463,154
|
|
||
Less: unamortized discount and debt issuance costs
|
|
(1,480
|
)
|
|
(3,777
|
)
|
||
Total secured debt
|
|
945,613
|
|
|
1,613,216
|
|
||
|
|
|
|
|
||||
Unsecured notes
|
|
|
|
|
||||
3.88% Medium-term notes due in 2016 par value, issued March 2011
|
|
—
|
|
|
450,000
|
|
||
2.70% Medium-term notes due in 2017 par value, issued January 2012
|
|
400,000
|
|
|
400,000
|
|
||
1.55% Medium-term notes due in 2017 par value, issued November 2014
|
|
400,000
|
|
|
400,000
|
|
||
6.80% Medium-term notes due in 2018 par value, issued May 2008
|
|
877,488
|
|
|
878,708
|
|
||
2.40% Medium-term notes due in 2019 par value, issued September 2014
|
|
600,000
|
|
|
600,000
|
|
||
2.25% Medium-term notes due in 2019 par value, issued January 2016
|
|
600,000
|
|
|
—
|
|
||
2.15% Medium-term notes due in 2020 par value, issued February 2015
|
|
600,000
|
|
|
600,000
|
|
||
2.85% Medium-term notes due in 2021 par value, issued January 2016
|
|
600,000
|
|
|
—
|
|
||
3.50% Senior unsecured notes due in 2025 par value, issued July 2015
|
|
450,000
|
|
|
450,000
|
|
||
4.625% Senior unsecured notes due in 2045 par value, issued July 2015
|
|
300,000
|
|
|
300,000
|
|
||
Less: unamortized discount and debt issuance costs
|
|
(21,242
|
)
|
|
(21,106
|
)
|
||
Gross long-term debt
|
|
5,751,859
|
|
|
5,670,818
|
|
||
Less: current portion of long-term debt, net of unamortized discount and issuance costs
|
|
(1,084,884
|
)
|
|
(838,349
|
)
|
||
Total long-term debt
|
|
$
|
4,666,975
|
|
|
$
|
4,832,469
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Principal payments on debt
|
|
$
|
2,145,781
|
|
|
$
|
1,192,458
|
|
|
$
|
1,483,236
|
|
|
$
|
658,814
|
|
|
$
|
600,000
|
|
|
$
|
750,000
|
|
|
$
|
6,830,289
|
|
•
|
assume or incur certain liens;
|
•
|
participate in certain mergers or consolidations; and
|
•
|
purchase or hold margin stock.
|
|
2016
|
||||||||||||||||||||||
|
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
|
$
|
893,804
|
|
|
$
|
(25,468
|
)
|
|
$
|
57,057
|
|
|
$
|
2,452
|
|
|
$
|
927,845
|
|
|
$
|
796,275
|
|
Asset-backed U.S. commercial paper conduit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
329
|
|
|
329
|
|
|
—
|
|
||||||
Unconsolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
165,719
|
|
|
(3,573
|
)
|
|
10,090
|
|
|
426
|
|
|
172,662
|
|
|
149,338
|
|
||||||
Total on-balance sheet assets and liabilities
|
$
|
1,059,523
|
|
|
$
|
(29,041
|
)
|
|
$
|
67,147
|
|
|
$
|
3,207
|
|
|
$
|
1,100,836
|
|
|
$
|
945,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
2015
|
||||||||||||||||||||||
|
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
|
$
|
1,611,624
|
|
|
$
|
(37,937
|
)
|
|
$
|
100,151
|
|
|
$
|
4,383
|
|
|
$
|
1,678,221
|
|
|
$
|
1,459,377
|
|
Asset-backed U.S. commercial paper conduit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|
323
|
|
|
—
|
|
||||||
Unconsolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
170,708
|
|
|
(3,061
|
)
|
|
10,491
|
|
|
393
|
|
|
178,531
|
|
|
153,839
|
|
||||||
Total on-balance sheet assets and liabilities
|
$
|
1,782,332
|
|
|
$
|
(40,998
|
)
|
|
$
|
110,642
|
|
|
$
|
5,099
|
|
|
$
|
1,857,075
|
|
|
$
|
1,613,216
|
|
Issue Date
|
|
Principal
Amount at Date of Issuance
|
|
Weighted-Average
Rate at Date of
Issuance
|
|
Contractual Maturity Date
|
May 2015
|
|
$500,000
|
|
0.88%
|
|
May 2016 - December 2022
|
January 2015
|
|
$700,000
|
|
0.89%
|
|
February 2016 - August 2022
|
April 2014
|
|
$850,000
|
|
0.66%
|
|
April 2015 - October 2021
|
April 2013
|
|
$650,000
|
|
0.57%
|
|
May 2014 - December 2020
|
Issue Date
|
|
Principal
Amount at Date of Issuance
|
|
Weighted-Average
Rate at Date of
Issuance
|
|
Contractual Maturity Date
|
|
July 2012
|
|
$675,306
|
|
0.59%
|
|
August 2013 - June 2018
|
|
2016
|
|
2015
|
||||
On-balance sheet retail motorcycle finance receivables
|
$
|
5,839,467
|
|
|
$
|
5,843,352
|
|
Off-balance sheet retail motorcycle finance receivables
|
236,706
|
|
|
—
|
|
||
Total serviced retail motorcycle finance receivables
|
$
|
6,076,173
|
|
|
$
|
5,843,352
|
|
|
Amount 30 days or more past due:
|
||||||
|
2016
|
|
2015
|
||||
On-balance sheet retail motorcycle finance receivables
|
$
|
221,393
|
|
|
$
|
195,468
|
|
Off-balance sheet retail motorcycle finance receivables
|
1,858
|
|
|
—
|
|
||
Total serviced retail motorcycle finance receivables
|
$
|
223,251
|
|
|
$
|
195,468
|
|
|
2016
|
|
2015
|
||||
On-balance sheet retail motorcycle finance receivables
|
$
|
107,161
|
|
|
$
|
81,531
|
|
Off-balance sheet retail motorcycle finance receivables
|
820
|
|
|
—
|
|
||
Total serviced retail motorcycle finance receivables
|
$
|
107,981
|
|
|
$
|
81,531
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
284,489
|
|
|
$
|
363,803
|
|
|
$
|
394,904
|
|
State
|
|
28,406
|
|
|
37,811
|
|
|
30,997
|
|
|||
Foreign
|
|
19,017
|
|
|
12,826
|
|
|
20,429
|
|
|||
|
|
331,912
|
|
|
414,440
|
|
|
446,330
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(4,250
|
)
|
|
(15,474
|
)
|
|
(5,743
|
)
|
|||
State
|
|
7,038
|
|
|
(2,264
|
)
|
|
(3,155
|
)
|
|||
Foreign
|
|
(2,953
|
)
|
|
1,254
|
|
|
1,277
|
|
|||
|
|
(165
|
)
|
|
(16,484
|
)
|
|
(7,621
|
)
|
|||
Total
|
|
$
|
331,747
|
|
|
$
|
397,956
|
|
|
$
|
438,709
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
|
$
|
954,138
|
|
|
$
|
1,101,427
|
|
|
$
|
1,196,335
|
|
Foreign
|
|
69,773
|
|
|
48,736
|
|
|
86,985
|
|
|||
Total
|
|
$
|
1,023,911
|
|
|
$
|
1,150,163
|
|
|
$
|
1,283,320
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Provision at statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
1.8
|
|
|
1.8
|
|
|
1.7
|
|
Foreign rate differential
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(0.6
|
)
|
Domestic manufacturing deduction
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|
(2.1
|
)
|
Research and development credit
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
Unrecognized tax benefits including interest and penalties
|
|
(1.3
|
)
|
|
1.1
|
|
|
0.2
|
|
Valuation allowance adjustments
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Adjustments for previously accrued taxes
|
|
0.2
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
Other
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
0.8
|
|
Provision for income taxes
|
|
32.4
|
%
|
|
34.6
|
%
|
|
34.2
|
%
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accruals not yet tax deductible
|
|
$
|
141,961
|
|
|
$
|
129,449
|
|
Pension and postretirement benefit plan obligations
|
|
88,741
|
|
|
126,952
|
|
||
Stock compensation
|
|
19,051
|
|
|
20,111
|
|
||
Net operating loss carryforward
|
|
33,587
|
|
|
38,250
|
|
||
Valuation allowance
|
|
(30,953
|
)
|
|
(20,659
|
)
|
||
Other, net
|
|
56,903
|
|
|
47,039
|
|
||
|
|
309,290
|
|
|
341,142
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation, tax in excess of book
|
|
(139,268
|
)
|
|
(136,340
|
)
|
||
Other
|
|
(2,293
|
)
|
|
(2,419
|
)
|
||
|
|
(141,561
|
)
|
|
(138,759
|
)
|
||
Total
|
|
$
|
167,729
|
|
|
$
|
202,383
|
|
|
|
2016
|
|
2015
|
||||
Unrecognized tax benefits, beginning of period
|
|
$
|
73,100
|
|
|
$
|
64,200
|
|
Increase in unrecognized tax benefits for tax positions taken in a prior period
|
|
2,828
|
|
|
9,149
|
|
||
Decrease in unrecognized tax benefits for tax positions taken in a prior period
|
|
(21,061
|
)
|
|
(1,993
|
)
|
||
Increase in unrecognized tax benefits for tax positions taken in the current period
|
|
7,402
|
|
|
6,302
|
|
||
Statute lapses
|
|
(1,907
|
)
|
|
(2,465
|
)
|
||
Settlements with taxing authorities
|
|
(4,823
|
)
|
|
(2,093
|
)
|
||
Unrecognized tax benefits, end of period
|
|
$
|
55,539
|
|
|
$
|
73,100
|
|
|
|
Pension and SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of period
|
|
$
|
2,009,000
|
|
|
$
|
2,069,980
|
|
|
$
|
354,739
|
|
|
$
|
361,006
|
|
Service cost
|
|
33,437
|
|
|
40,039
|
|
|
7,478
|
|
|
8,259
|
|
||||
Interest cost
|
|
90,827
|
|
|
87,345
|
|
|
14,814
|
|
|
14,166
|
|
||||
Actuarial losses (gains)
|
|
13,481
|
|
|
(128,082
|
)
|
|
(4,647
|
)
|
|
(6,757
|
)
|
||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
2,669
|
|
|
2,587
|
|
||||
Plan amendments
|
|
—
|
|
|
6,407
|
|
|
—
|
|
|
—
|
|
||||
Special early retirement benefits
|
|
—
|
|
|
10,563
|
|
|
—
|
|
|
622
|
|
||||
Benefits paid, net of Medicare Part D subsidy
|
|
(160,310
|
)
|
|
(77,252
|
)
|
|
(28,622
|
)
|
|
(25,144
|
)
|
||||
Benefit obligation, end of period
|
|
1,986,435
|
|
|
2,009,000
|
|
|
346,431
|
|
|
354,739
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of period
|
|
1,841,967
|
|
|
1,992,646
|
|
|
156,765
|
|
|
156,840
|
|
||||
Actual return on plan assets
|
|
188,376
|
|
|
(77,980
|
)
|
|
13,327
|
|
|
(75
|
)
|
||||
Company contributions
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
2,669
|
|
|
2,587
|
|
||||
Benefits paid
|
|
(155,454
|
)
|
|
(72,699
|
)
|
|
(2,669
|
)
|
|
(2,587
|
)
|
||||
Fair value of plan assets, end of period
|
|
1,899,889
|
|
|
1,841,967
|
|
|
170,092
|
|
|
156,765
|
|
||||
Funded status of the plans, December 31
|
|
$
|
(86,546
|
)
|
|
$
|
(167,033
|
)
|
|
$
|
(176,339
|
)
|
|
$
|
(197,974
|
)
|
Amounts recognized in the Consolidated Balance Sheets, December 31:
|
|
|
|
|
|
|
|
|
||||||||
Accrued benefit liability (current liabilities)
|
|
$
|
(2,104
|
)
|
|
$
|
(2,145
|
)
|
|
$
|
(3,072
|
)
|
|
$
|
(4,315
|
)
|
Accrued benefit liability (long-term liabilities)
|
|
(84,442
|
)
|
|
(164,888
|
)
|
|
(173,267
|
)
|
|
(193,659
|
)
|
||||
Net amount recognized
|
|
$
|
(86,546
|
)
|
|
$
|
(167,033
|
)
|
|
$
|
(176,339
|
)
|
|
$
|
(197,974
|
)
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
|
$
|
33,437
|
|
|
$
|
40,039
|
|
|
$
|
31,498
|
|
|
$
|
7,478
|
|
|
$
|
8,259
|
|
|
$
|
7,015
|
|
Interest cost
|
|
90,827
|
|
|
87,345
|
|
|
86,923
|
|
|
14,814
|
|
|
14,166
|
|
|
16,878
|
|
||||||
Special early retirement benefits
|
|
—
|
|
|
10,563
|
|
|
—
|
|
|
—
|
|
|
622
|
|
|
—
|
|
||||||
Expected return on plan assets
|
|
(145,781
|
)
|
|
(144,929
|
)
|
|
(136,734
|
)
|
|
(12,069
|
)
|
|
(11,506
|
)
|
|
(10,429
|
)
|
||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
|
1,019
|
|
|
435
|
|
|
1,119
|
|
|
(2,803
|
)
|
|
(3,217
|
)
|
|
(3,853
|
)
|
||||||
Net loss
|
|
46,351
|
|
|
54,709
|
|
|
36,563
|
|
|
3,537
|
|
|
3,971
|
|
|
4,729
|
|
||||||
Settlement loss
|
|
1,463
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
27,316
|
|
|
$
|
48,530
|
|
|
$
|
19,369
|
|
|
$
|
10,957
|
|
|
$
|
12,295
|
|
|
$
|
14,340
|
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
|
Total
|
||||||
Prior service cost (credit)
|
|
$
|
4,804
|
|
|
$
|
(7,279
|
)
|
|
$
|
(2,475
|
)
|
Net actuarial loss
|
|
464,804
|
|
|
46,250
|
|
|
511,054
|
|
|||
Total
|
|
$
|
469,608
|
|
|
$
|
38,971
|
|
|
$
|
508,579
|
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
|
Total
|
||||||
Prior service cost (credit)
|
|
$
|
641
|
|
|
$
|
(1,367
|
)
|
|
$
|
(726
|
)
|
Net actuarial loss
|
|
27,699
|
|
|
2,053
|
|
|
29,752
|
|
|||
Total
|
|
$
|
28,340
|
|
|
$
|
686
|
|
|
$
|
29,026
|
|
|
|
Pension and
SERPA Benefits
|
|
Postretirement
Healthcare Benefits
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Assumptions for benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.30
|
%
|
|
4.53
|
%
|
|
4.21
|
%
|
|
4.03
|
%
|
|
4.29
|
%
|
|
3.99
|
%
|
Rate of compensation
|
|
3.50
|
%
|
|
3.50
|
%
|
|
4.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Assumptions for net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.53
|
%
|
|
4.21
|
%
|
|
5.08
|
%
|
|
4.29
|
%
|
|
3.99
|
%
|
|
4.70
|
%
|
Expected return on plan assets
|
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.50
|
%
|
|
7.70
|
%
|
|
7.70
|
%
|
Rate of compensation increase
|
|
3.50
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
2016
|
|
2015
|
||||
Pension plan with PBOs in excess of fair value of plan assets:
|
|
|
|
|
||||
PBO
|
|
$
|
1,934.1
|
|
|
$
|
1,964.0
|
|
Fair value of plan assets
|
|
$
|
1,899.9
|
|
|
$
|
1,842.0
|
|
|
|
Balance as of December 31, 2016
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
||||||
Cash and cash equivalents
|
|
$
|
84,548
|
|
|
$
|
1,284
|
|
|
$
|
83,264
|
|
Equity holdings:
|
|
|
|
|
|
|
||||||
U.S. companies
|
|
603,568
|
|
|
586,302
|
|
|
17,266
|
|
|||
Foreign companies
|
|
50,256
|
|
|
50,256
|
|
|
—
|
|
|||
Harley-Davidson common stock
|
|
74,301
|
|
|
74,301
|
|
|
—
|
|
|||
Pooled equity funds
|
|
316,225
|
|
|
316,225
|
|
|
—
|
|
|||
Other
|
|
105
|
|
|
105
|
|
|
—
|
|
|||
Total equity holdings
|
|
1,044,455
|
|
|
1,027,189
|
|
|
17,266
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
|
41,089
|
|
|
41,089
|
|
|
—
|
|
|||
Federal agencies
|
|
36,210
|
|
|
—
|
|
|
36,210
|
|
|||
Corporate bonds
|
|
418,522
|
|
|
—
|
|
|
418,522
|
|
|||
Pooled fixed income funds
|
|
170,741
|
|
|
57,543
|
|
|
113,198
|
|
|||
Foreign bonds
|
|
69,871
|
|
|
—
|
|
|
69,871
|
|
|||
Municipal bonds
|
|
12,509
|
|
|
—
|
|
|
12,509
|
|
|||
Total fixed-income holdings
|
|
748,942
|
|
|
98,632
|
|
|
650,310
|
|
|||
Total assets in the fair value hierarchy
|
|
1,877,945
|
|
|
$
|
1,127,105
|
|
|
$
|
750,840
|
|
|
Assets measured at net asset value as a practical expedient:
|
|
|
|
|
|
|
||||||
Limited partnership interests
|
|
9,321
|
|
|
|
|
|
|||||
Real estate investment trust
|
|
12,623
|
|
|
|
|
|
|||||
Total pension plan assets
|
|
$
|
1,899,889
|
|
|
|
|
|
|
|
Balance as of December 31, 2016
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
||||||
Cash and cash equivalents
|
|
$
|
4,442
|
|
|
$
|
1,180
|
|
|
$
|
3,262
|
|
Equity holdings:
|
|
|
|
|
|
|
||||||
U.S. companies
|
|
84,643
|
|
|
84,643
|
|
|
—
|
|
|||
Foreign companies
|
|
14,190
|
|
|
13,995
|
|
|
195
|
|
|||
Pooled equity funds
|
|
19,132
|
|
|
19,132
|
|
|
—
|
|
|||
Other
|
|
9
|
|
|
9
|
|
|
—
|
|
|||
Total equity holdings
|
|
117,974
|
|
|
117,779
|
|
|
195
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
|
12,262
|
|
|
12,262
|
|
|
—
|
|
|||
Federal agencies
|
|
7,364
|
|
|
—
|
|
|
7,364
|
|
|||
Corporate bonds
|
|
11,750
|
|
|
—
|
|
|
11,750
|
|
|||
Pooled fixed income funds
|
|
9,690
|
|
|
—
|
|
|
9,690
|
|
|||
Foreign bonds
|
|
633
|
|
|
—
|
|
|
633
|
|
|||
Municipal bonds
|
|
459
|
|
|
—
|
|
|
459
|
|
|||
Total fixed-income holdings
|
|
42,158
|
|
|
12,262
|
|
|
29,896
|
|
|||
Total assets in the fair value hierarchy
|
|
164,574
|
|
|
$
|
131,221
|
|
|
$
|
33,353
|
|
|
Assets measured at net asset value as a practical expedient:
|
|
|
|
|
|
|
||||||
Real estate investment trust
|
|
5,518
|
|
|
|
|
|
|||||
Total postretirement healthcare plan assets
|
|
$
|
170,092
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
||||||
Cash and cash equivalents
|
|
$
|
33,539
|
|
|
$
|
1,485
|
|
|
$
|
32,054
|
|
Equity holdings:
|
|
|
|
|
|
|
||||||
U.S. companies
|
|
574,826
|
|
|
571,949
|
|
|
2,877
|
|
|||
Foreign companies
|
|
113,803
|
|
|
113,803
|
|
|
—
|
|
|||
Harley-Davidson common stock
|
|
57,808
|
|
|
57,808
|
|
|
—
|
|
|||
Pooled equity funds
|
|
301,824
|
|
|
301,824
|
|
|
—
|
|
|||
Other
|
|
109
|
|
|
109
|
|
|
—
|
|
|||
Total equity holdings
|
|
1,048,370
|
|
|
1,045,493
|
|
|
2,877
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
|
42,827
|
|
|
42,827
|
|
|
—
|
|
|||
Federal agencies
|
|
43,695
|
|
|
—
|
|
|
43,695
|
|
|||
Corporate bonds
|
|
388,439
|
|
|
—
|
|
|
388,439
|
|
|||
Pooled fixed income funds
|
|
184,142
|
|
|
49,271
|
|
|
134,871
|
|
|||
Foreign bonds
|
|
64,533
|
|
|
—
|
|
|
64,533
|
|
|||
Municipal bonds
|
|
13,090
|
|
|
—
|
|
|
13,090
|
|
|||
Total fixed-income holdings
|
|
736,726
|
|
|
92,098
|
|
|
644,628
|
|
|||
Total assets in the fair value hierarchy
|
|
1,818,635
|
|
|
$
|
1,139,076
|
|
|
$
|
679,559
|
|
|
Assets measured at net asset value as a practical expedient:
|
|
|
|
|
|
|
||||||
Limited partnership interests
|
|
10,530
|
|
|
|
|
|
|||||
Real estate investment trust
|
|
12,802
|
|
|
|
|
|
|||||
Total pension plan assets
|
|
$
|
1,841,967
|
|
|
|
|
|
|
|
Balance as of December 31, 2015
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
||||||
Cash and cash equivalents
|
|
$
|
6,068
|
|
|
$
|
2,980
|
|
|
$
|
3,088
|
|
Equity holdings:
|
|
|
|
|
|
|
||||||
U.S. companies
|
|
74,083
|
|
|
74,083
|
|
|
—
|
|
|||
Foreign companies
|
|
17,267
|
|
|
16,849
|
|
|
418
|
|
|||
Pooled equity funds
|
|
17,410
|
|
|
17,410
|
|
|
—
|
|
|||
Other
|
|
11
|
|
|
11
|
|
|
—
|
|
|||
Total equity holdings
|
|
108,771
|
|
|
108,353
|
|
|
418
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
|
||||||
U.S. Treasuries
|
|
10,531
|
|
|
10,531
|
|
|
—
|
|
|||
Federal agencies
|
|
6,508
|
|
|
—
|
|
|
6,508
|
|
|||
Corporate bonds
|
|
10,270
|
|
|
—
|
|
|
10,270
|
|
|||
Pooled fixed income funds
|
|
8,305
|
|
|
—
|
|
|
8,305
|
|
|||
Foreign bonds
|
|
890
|
|
|
—
|
|
|
890
|
|
|||
Municipal bonds
|
|
531
|
|
|
—
|
|
|
531
|
|
|||
Total fixed-income holdings
|
|
37,035
|
|
|
10,531
|
|
|
26,504
|
|
|||
Total assets in the fair value hierarchy
|
|
151,874
|
|
|
$
|
121,864
|
|
|
$
|
30,010
|
|
|
Assets measured at net asset value as a practical expedient:
|
|
|
|
|
|
|
||||||
Real estate investment trust
|
|
4,891
|
|
|
|
|
|
|||||
Total postretirement healthcare plan assets
|
|
$
|
156,765
|
|
|
|
|
|
|
|
2016
|
|
2015
|
||
Healthcare cost trend rate for next year
|
|
7.25
|
%
|
|
7.50
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate rate)
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2021
|
|
|
2021
|
|
|
|
One
Percent
Increase
|
|
One
Percent
Decrease
|
||||
Total of service and interest cost components in 2016
|
|
$
|
658
|
|
|
$
|
(624
|
)
|
Accumulated benefit obligation as of December 31, 2016
|
|
$
|
12,670
|
|
|
$
|
(11,443
|
)
|
|
|
Pension
Benefits
|
|
SERPA
Benefits
|
|
Postretirement
Healthcare
Benefits
|
||||||
2017
|
|
$
|
79,907
|
|
|
$
|
2,104
|
|
|
$
|
30,130
|
|
2018
|
|
$
|
81,133
|
|
|
$
|
2,240
|
|
|
$
|
29,501
|
|
2019
|
|
$
|
82,979
|
|
|
$
|
2,693
|
|
|
$
|
28,529
|
|
2020
|
|
$
|
85,528
|
|
|
$
|
3,169
|
|
|
$
|
27,370
|
|
2021
|
|
$
|
88,174
|
|
|
$
|
3,513
|
|
|
$
|
26,094
|
|
2022-2026
|
|
$
|
499,403
|
|
|
$
|
25,830
|
|
|
$
|
124,713
|
|
2017
|
|
$
|
13,900
|
|
2018
|
|
12,805
|
|
|
2019
|
|
11,793
|
|
|
2020
|
|
7,794
|
|
|
2021
|
|
6,357
|
|
|
Thereafter
|
|
11,965
|
|
|
Total operating lease payments
|
|
$
|
64,614
|
|
|
|
Shares Repurchased
|
|
Authorization Remaining
at December 31, 2016 |
||||||||
Board of Directors’ Authorization
|
|
2016
|
|
2015
|
|
2014
|
|
|||||
1997 Authorization
|
|
—
|
|
|
0.9
|
|
|
3.2
|
|
|
—
|
|
2007 Authorization
|
|
—
|
|
|
0.9
|
|
|
5.8
|
|
|
—
|
|
2014 Authorization
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
2015 Authorization
|
|
9.0
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
2016 Authorization
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
Total
|
|
9.7
|
|
|
27.8
|
|
|
9.0
|
|
|
19.3
|
|
|
|
Shares / Units
|
|
Grant Date
Fair Value
Per Share
|
|||
Nonvested, beginning of period
|
|
850
|
|
|
$
|
59
|
|
Granted
|
|
1,054
|
|
|
$
|
41
|
|
Vested
|
|
(389
|
)
|
|
$
|
59
|
|
Forfeited
|
|
(144
|
)
|
|
$
|
49
|
|
Nonvested, end of period
|
|
1,371
|
|
|
$
|
46
|
|
|
|
Units
|
|
Weighted-Average
Grant Date
Fair Value
Per Share
|
|||
Nonvested, beginning of period
|
|
109
|
|
|
$
|
52
|
|
Granted
|
|
94
|
|
|
$
|
58
|
|
Vested
|
|
(55
|
)
|
|
$
|
52
|
|
Forfeited
|
|
(24
|
)
|
|
$
|
56
|
|
Nonvested, end of period
|
|
124
|
|
|
$
|
56
|
|
|
|
2015
|
|
2014
|
||
Expected average term (in years)
|
|
6.0
|
|
|
6.1
|
|
Expected volatility
|
|
24% - 30%
|
|
|
25% - 34%
|
|
Weighted average volatility
|
|
28
|
%
|
|
32
|
%
|
Expected dividend yield
|
|
2.0
|
%
|
|
1.8
|
%
|
Risk-free interest rate
|
|
0.1% - 2.0%
|
|
|
0.1% - 2.8%
|
|
|
|
Options
|
|
Weighted-
Average Price
|
|||
Options outstanding, beginning of period
|
|
2,503
|
|
|
$
|
47
|
|
Options exercised
|
|
(468
|
)
|
|
$
|
34
|
|
Options forfeited
|
|
(157
|
)
|
|
$
|
58
|
|
Options outstanding, end of period
|
|
1,878
|
|
|
$
|
49
|
|
Exercisable, end of period
|
|
1,599
|
|
|
$
|
46
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Exercised
|
|
$
|
9,595
|
|
|
$
|
9,890
|
|
|
$
|
31,623
|
|
Outstanding
|
|
$
|
22,383
|
|
|
$
|
16,605
|
|
|
$
|
61,947
|
|
Exercisable
|
|
$
|
22,383
|
|
|
$
|
16,605
|
|
|
$
|
54,071
|
|
Price Range
|
|
Weighted-Average
Contractual Life
|
|
Options
|
|
Weighted-Average
Exercise Price
|
|||
$10.01 to $20
|
|
2.2
|
|
199
|
|
|
$
|
14
|
|
$20.01 to $30
|
|
3.1
|
|
155
|
|
|
$
|
24
|
|
$30.01 to $40
|
|
1.1
|
|
112
|
|
|
$
|
39
|
|
$40.01 to $50
|
|
4.5
|
|
272
|
|
|
$
|
44
|
|
$50.01 to $60
|
|
4.2
|
|
313
|
|
|
$
|
52
|
|
$60.01 to $70
|
|
5.1
|
|
827
|
|
|
$
|
64
|
|
Options outstanding
|
|
4.2
|
|
1,878
|
|
|
$
|
49
|
|
Options exercisable
|
|
3.5
|
|
1,599
|
|
|
$
|
46
|
|
|
|
2016
|
|
2015
|
||
Expected average term (in years)
|
|
5.2 - 5.7
|
|
|
5.3 - 7.4
|
|
Expected volatility
|
|
28% - 31%
|
|
|
28% - 30%
|
|
Expected dividend yield
|
|
2.4
|
%
|
|
2.7
|
%
|
Risk-free interest rate
|
|
0.5% - 2.6%
|
|
|
0.2% - 2.3%
|
|
|
|
SARs
|
|
Weighted-Average
Price
|
|||
Outstanding, beginning of period
|
|
162
|
|
|
$
|
33
|
|
Exercised
|
|
(84
|
)
|
|
$
|
29
|
|
Forfeited
|
|
(3
|
)
|
|
$
|
63
|
|
Outstanding, end of period
|
|
75
|
|
|
$
|
37
|
|
Exercisable, end of period
|
|
65
|
|
|
$
|
34
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator
:
|
|
|
|
|
|
|
||||||
Income used in computing basic and diluted earnings per share
|
|
$
|
692,164
|
|
|
$
|
752,207
|
|
|
$
|
844,611
|
|
Denominator
:
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per share-weighted-average common shares
|
|
179,676
|
|
|
202,681
|
|
|
216,305
|
|
|||
Effect of dilutive securities – employee stock compensation plan
|
|
859
|
|
|
1,005
|
|
|
1,401
|
|
|||
Denominator for diluted earnings per share- adjusted weighted-average shares outstanding
|
|
180,535
|
|
|
203,686
|
|
|
217,706
|
|
|||
Earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.85
|
|
|
$
|
3.71
|
|
|
$
|
3.90
|
|
Diluted
|
|
$
|
3.83
|
|
|
$
|
3.69
|
|
|
$
|
3.88
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Motorcycles net revenue
|
|
$
|
5,271,376
|
|
|
$
|
5,308,744
|
|
|
$
|
5,567,681
|
|
Gross profit
|
|
1,851,666
|
|
|
1,952,460
|
|
|
2,025,080
|
|
|||
Selling, administrative and engineering expense
|
|
1,078,260
|
|
|
1,076,970
|
|
|
1,021,933
|
|
|||
Operating income from Motorcycles
|
|
$
|
773,406
|
|
|
$
|
875,490
|
|
|
$
|
1,003,147
|
|
Financial Services revenue
|
|
$
|
725,082
|
|
|
$
|
686,658
|
|
|
$
|
660,827
|
|
Financial Services expense
|
|
449,552
|
|
|
406,453
|
|
|
382,991
|
|
|||
Operating income from Financial Services
|
|
$
|
275,530
|
|
|
$
|
280,205
|
|
|
$
|
277,836
|
|
|
|
Motorcycles
|
|
Financial
Services
|
|
Consolidated
|
||||||
2016
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,490,450
|
|
|
$
|
7,399,790
|
|
|
$
|
9,890,240
|
|
Depreciation and amortization
|
|
$
|
202,122
|
|
|
$
|
7,433
|
|
|
$
|
209,555
|
|
Capital expenditures
|
|
$
|
245,316
|
|
|
$
|
10,947
|
|
|
$
|
256,263
|
|
2015
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,522,249
|
|
|
$
|
7,450,728
|
|
|
$
|
9,972,977
|
|
Depreciation and amortization
|
|
$
|
188,926
|
|
|
$
|
9,148
|
|
|
$
|
198,074
|
|
Capital expenditures
|
|
$
|
249,772
|
|
|
$
|
10,202
|
|
|
$
|
259,974
|
|
2014
|
|
|
|
|
|
|
||||||
Total assets
|
|
$
|
2,502,190
|
|
|
$
|
7,013,680
|
|
|
$
|
9,515,870
|
|
Depreciation and amortization
|
|
$
|
171,187
|
|
|
$
|
8,113
|
|
|
$
|
179,300
|
|
Capital expenditures
|
|
$
|
224,262
|
|
|
$
|
8,057
|
|
|
$
|
232,319
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue from Motorcycles
(a)
:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
3,579,129
|
|
|
$
|
3,768,069
|
|
|
$
|
3,773,087
|
|
EMEA
|
|
798,489
|
|
|
728,198
|
|
|
869,690
|
|
|||
Japan
|
|
200,309
|
|
|
162,675
|
|
|
197,792
|
|
|||
Canada
|
|
212,099
|
|
|
178,042
|
|
|
194,422
|
|
|||
Australia and New Zealand
|
|
181,809
|
|
|
165,854
|
|
|
190,029
|
|
|||
Other foreign countries
|
|
299,541
|
|
|
305,906
|
|
|
342,661
|
|
|||
Total revenue from Motorcycles
|
|
$
|
5,271,376
|
|
|
$
|
5,308,744
|
|
|
$
|
5,567,681
|
|
Revenue from Financial Services
(a)
:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
692,784
|
|
|
$
|
656,888
|
|
|
$
|
627,317
|
|
Europe
|
|
6,528
|
|
|
5,373
|
|
|
5,684
|
|
|||
Canada
|
|
21,626
|
|
|
21,180
|
|
|
23,707
|
|
|||
Other foreign countries
|
|
4,144
|
|
|
3,217
|
|
|
4,119
|
|
|||
Total revenue from Financial Services
|
|
$
|
725,082
|
|
|
$
|
686,658
|
|
|
$
|
660,827
|
|
Long-lived assets
(b)
:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
943,479
|
|
|
$
|
915,509
|
|
|
$
|
865,617
|
|
International
|
|
38,114
|
|
|
26,909
|
|
|
34,328
|
|
|||
Total long-lived assets
|
|
$
|
981,593
|
|
|
$
|
942,418
|
|
|
$
|
899,945
|
|
(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, 2016
|
||||||||||||||
|
|
HDMC
Entities
|
|
HDFS
Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
|
$
|
5,281,355
|
|
|
$
|
—
|
|
|
$
|
(9,979
|
)
|
|
$
|
5,271,376
|
|
Financial Services
|
|
—
|
|
|
726,736
|
|
|
(1,654
|
)
|
|
725,082
|
|
||||
Total revenue
|
|
5,281,355
|
|
|
726,736
|
|
|
(11,633
|
)
|
|
5,996,458
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
|
3,419,710
|
|
|
—
|
|
|
—
|
|
|
3,419,710
|
|
||||
Financial Services interest expense
|
|
—
|
|
|
173,756
|
|
|
—
|
|
|
173,756
|
|
||||
Financial Services provision for credit losses
|
|
—
|
|
|
136,617
|
|
|
—
|
|
|
136,617
|
|
||||
Selling, administrative and engineering expense
|
|
1,080,020
|
|
|
149,157
|
|
|
(11,738
|
)
|
|
1,217,439
|
|
||||
Total costs and expenses
|
|
4,499,730
|
|
|
459,530
|
|
|
(11,738
|
)
|
|
4,947,522
|
|
||||
Operating income
|
|
781,625
|
|
|
267,206
|
|
|
105
|
|
|
1,048,936
|
|
||||
Investment income
|
|
187,645
|
|
|
—
|
|
|
(183,000
|
)
|
|
4,645
|
|
||||
Interest expense
|
|
29,670
|
|
|
—
|
|
|
—
|
|
|
29,670
|
|
||||
Income before provision for income taxes
|
|
939,600
|
|
|
267,206
|
|
|
(182,895
|
)
|
|
1,023,911
|
|
||||
Provision for income taxes
|
|
231,986
|
|
|
99,761
|
|
|
—
|
|
|
331,747
|
|
||||
Net income
|
|
$
|
707,614
|
|
|
$
|
167,445
|
|
|
$
|
(182,895
|
)
|
|
$
|
692,164
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
|
$
|
5,318,850
|
|
|
$
|
—
|
|
|
$
|
(10,106
|
)
|
|
$
|
5,308,744
|
|
Financial Services
|
|
—
|
|
|
688,211
|
|
|
(1,553
|
)
|
|
686,658
|
|
||||
Total revenue
|
|
5,318,850
|
|
|
688,211
|
|
|
(11,659
|
)
|
|
5,995,402
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
|
3,356,284
|
|
|
—
|
|
|
—
|
|
|
3,356,284
|
|
||||
Financial Services interest expense
|
|
—
|
|
|
161,983
|
|
|
—
|
|
|
161,983
|
|
||||
Financial Services provision for credit losses
|
|
—
|
|
|
101,345
|
|
|
—
|
|
|
101,345
|
|
||||
Selling, administrative and engineering expense
|
|
1,078,525
|
|
|
153,229
|
|
|
(11,659
|
)
|
|
1,220,095
|
|
||||
Total costs and expenses
|
|
4,434,809
|
|
|
416,557
|
|
|
(11,659
|
)
|
|
4,839,707
|
|
||||
Operating income
|
|
884,041
|
|
|
271,654
|
|
|
—
|
|
|
1,155,695
|
|
||||
Investment income
|
|
106,585
|
|
|
—
|
|
|
(100,000
|
)
|
|
6,585
|
|
||||
Interest expense
|
|
12,117
|
|
|
—
|
|
|
—
|
|
|
12,117
|
|
||||
Income before provision for income taxes
|
|
978,509
|
|
|
271,654
|
|
|
(100,000
|
)
|
|
1,150,163
|
|
||||
Provision for income taxes
|
|
300,499
|
|
|
97,457
|
|
|
—
|
|
|
397,956
|
|
||||
Net income
|
|
$
|
678,010
|
|
|
$
|
174,197
|
|
|
$
|
(100,000
|
)
|
|
$
|
752,207
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
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
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
425,540
|
|
|
$
|
334,444
|
|
|
$
|
—
|
|
|
$
|
759,984
|
|
Marketable securities
|
|
5,019
|
|
|
500
|
|
|
—
|
|
|
5,519
|
|
||||
Accounts receivable, net
|
|
450,186
|
|
|
—
|
|
|
(165,080
|
)
|
|
285,106
|
|
||||
Finance receivables, net
|
|
—
|
|
|
2,076,261
|
|
|
—
|
|
|
2,076,261
|
|
||||
Inventories
|
|
499,917
|
|
|
—
|
|
|
—
|
|
|
499,917
|
|
||||
Restricted cash
|
|
—
|
|
|
52,574
|
|
|
—
|
|
|
52,574
|
|
||||
Other current assets
|
|
127,606
|
|
|
46,934
|
|
|
(49
|
)
|
|
174,491
|
|
||||
Total current assets
|
|
1,508,268
|
|
|
2,510,713
|
|
|
(165,129
|
)
|
|
3,853,852
|
|
||||
Finance receivables, net
|
|
—
|
|
|
4,759,197
|
|
|
—
|
|
|
4,759,197
|
|
||||
Property, plant and equipment, net
|
|
942,634
|
|
|
38,959
|
|
|
—
|
|
|
981,593
|
|
||||
Goodwill
|
|
53,391
|
|
|
—
|
|
|
—
|
|
|
53,391
|
|
||||
Deferred income taxes
|
|
103,487
|
|
|
66,152
|
|
|
(1,910
|
)
|
|
167,729
|
|
||||
Other long-term assets
|
|
132,835
|
|
|
24,769
|
|
|
(83,126
|
)
|
|
74,478
|
|
||||
|
|
$
|
2,740,615
|
|
|
$
|
7,399,790
|
|
|
$
|
(250,165
|
)
|
|
$
|
9,890,240
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
219,353
|
|
|
$
|
181,045
|
|
|
$
|
(165,080
|
)
|
|
$
|
235,318
|
|
Accrued liabilities
|
|
395,907
|
|
|
90,910
|
|
|
(165
|
)
|
|
486,652
|
|
||||
Short-term debt
|
|
—
|
|
|
1,055,708
|
|
|
—
|
|
|
1,055,708
|
|
||||
Current portion of long-term debt, net
|
|
—
|
|
|
1,084,884
|
|
|
—
|
|
|
1,084,884
|
|
||||
Total current liabilities
|
|
615,260
|
|
|
2,412,547
|
|
|
(165,245
|
)
|
|
2,862,562
|
|
||||
Long-term debt, net
|
|
741,306
|
|
|
3,925,669
|
|
|
—
|
|
|
4,666,975
|
|
||||
Pension liability
|
|
84,442
|
|
|
—
|
|
|
—
|
|
|
84,442
|
|
||||
Postretirement healthcare liability
|
|
173,267
|
|
|
—
|
|
|
—
|
|
|
173,267
|
|
||||
Other long-term liabilities
|
|
150,391
|
|
|
29,697
|
|
|
2,748
|
|
|
182,836
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
|
975,949
|
|
|
1,031,877
|
|
|
(87,668
|
)
|
|
1,920,158
|
|
||||
|
|
$
|
2,740,615
|
|
|
$
|
7,399,790
|
|
|
$
|
(250,165
|
)
|
|
$
|
9,890,240
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
400,443
|
|
|
$
|
321,766
|
|
|
$
|
—
|
|
|
$
|
722,209
|
|
Marketable securities
|
|
45,192
|
|
|
—
|
|
|
—
|
|
|
45,192
|
|
||||
Accounts receivable, net
|
|
390,799
|
|
|
—
|
|
|
(143,394
|
)
|
|
247,405
|
|
||||
Finance receivables, net
|
|
—
|
|
|
2,053,582
|
|
|
—
|
|
|
2,053,582
|
|
||||
Inventories
|
|
585,907
|
|
|
—
|
|
|
—
|
|
|
585,907
|
|
||||
Restricted cash
|
|
—
|
|
|
88,267
|
|
|
—
|
|
|
88,267
|
|
||||
Deferred income taxes
|
|
56,319
|
|
|
46,450
|
|
|
—
|
|
|
102,769
|
|
||||
Other current assets
|
|
90,824
|
|
|
43,807
|
|
|
(2,079
|
)
|
|
132,552
|
|
||||
Total current assets
|
|
1,569,484
|
|
|
2,553,872
|
|
|
(145,473
|
)
|
|
3,977,883
|
|
||||
Finance receivables, net
|
|
—
|
|
|
4,814,571
|
|
|
—
|
|
|
4,814,571
|
|
||||
Property, plant and equipment, net
|
|
906,972
|
|
|
35,446
|
|
|
—
|
|
|
942,418
|
|
||||
Goodwill
|
|
54,182
|
|
|
—
|
|
|
—
|
|
|
54,182
|
|
||||
Deferred income taxes
|
|
86,075
|
|
|
15,681
|
|
|
(2,142
|
)
|
|
99,614
|
|
||||
Other long-term assets
|
|
133,753
|
|
|
31,158
|
|
|
(80,602
|
)
|
|
84,309
|
|
||||
|
|
$
|
2,750,466
|
|
|
$
|
7,450,728
|
|
|
$
|
(228,217
|
)
|
|
$
|
9,972,977
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
220,050
|
|
|
$
|
158,958
|
|
|
$
|
(143,394
|
)
|
|
$
|
235,614
|
|
Accrued liabilities
|
|
387,137
|
|
|
89,048
|
|
|
(4,221
|
)
|
|
471,964
|
|
||||
Short-term debt
|
|
—
|
|
|
1,201,380
|
|
|
—
|
|
|
1,201,380
|
|
||||
Current portion of long-term debt, net
|
|
—
|
|
|
838,349
|
|
|
—
|
|
|
838,349
|
|
||||
Total current liabilities
|
|
607,187
|
|
|
2,287,735
|
|
|
(147,615
|
)
|
|
2,747,307
|
|
||||
Long-term debt, net
|
|
740,653
|
|
|
4,091,816
|
|
|
—
|
|
|
4,832,469
|
|
||||
Pension liability
|
|
164,888
|
|
|
—
|
|
|
—
|
|
|
164,888
|
|
||||
Postretirement healthcare liability
|
|
193,659
|
|
|
—
|
|
|
—
|
|
|
193,659
|
|
||||
Other long-term liabilities
|
|
166,440
|
|
|
28,560
|
|
|
—
|
|
|
195,000
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
|
877,639
|
|
|
1,042,617
|
|
|
(80,602
|
)
|
|
1,839,654
|
|
||||
|
|
$
|
2,750,466
|
|
|
$
|
7,450,728
|
|
|
$
|
(228,217
|
)
|
|
$
|
9,972,977
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
707,614
|
|
|
$
|
167,445
|
|
|
$
|
(182,895
|
)
|
|
$
|
692,164
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of intangibles
|
|
202,122
|
|
|
7,433
|
|
|
—
|
|
|
209,555
|
|
||||
Amortization of deferred loan origination costs
|
|
—
|
|
|
86,681
|
|
|
—
|
|
|
86,681
|
|
||||
Amortization of financing origination fees
|
|
654
|
|
|
8,598
|
|
|
—
|
|
|
9,252
|
|
||||
Provision for long-term employee benefits
|
|
38,273
|
|
|
—
|
|
|
—
|
|
|
38,273
|
|
||||
Employee benefit plan contributions and payments
|
|
(55,809
|
)
|
|
—
|
|
|
—
|
|
|
(55,809
|
)
|
||||
Stock compensation expense
|
|
29,811
|
|
|
2,525
|
|
|
—
|
|
|
32,336
|
|
||||
Net change in wholesale finance receivables related to sales
|
|
—
|
|
|
—
|
|
|
(3,233
|
)
|
|
(3,233
|
)
|
||||
Provision for credit losses
|
|
—
|
|
|
136,617
|
|
|
—
|
|
|
136,617
|
|
||||
Gain on off-balance sheet asset-backed securitization
|
|
—
|
|
|
(9,269
|
)
|
|
—
|
|
|
(9,269
|
)
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
||||
Deferred income taxes
|
|
7,772
|
|
|
(7,705
|
)
|
|
(232
|
)
|
|
(165
|
)
|
||||
Other, net
|
|
(7,041
|
)
|
|
239
|
|
|
(105
|
)
|
|
(6,907
|
)
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
(67,621
|
)
|
|
—
|
|
|
21,687
|
|
|
(45,934
|
)
|
||||
Finance receivables—accrued interest and other
|
|
—
|
|
|
(1,489
|
)
|
|
—
|
|
|
(1,489
|
)
|
||||
Inventories
|
|
85,072
|
|
|
—
|
|
|
—
|
|
|
85,072
|
|
||||
Accounts payable and accrued liabilities
|
|
26,005
|
|
|
25,027
|
|
|
(12,795
|
)
|
|
38,237
|
|
||||
Derivative instruments
|
|
(3,413
|
)
|
|
—
|
|
|
—
|
|
|
(3,413
|
)
|
||||
Other
|
|
(25,415
|
)
|
|
(2,332
|
)
|
|
—
|
|
|
(27,747
|
)
|
||||
Total adjustments
|
|
230,410
|
|
|
246,443
|
|
|
5,322
|
|
|
482,175
|
|
||||
Net cash provided by operating activities
|
|
938,024
|
|
|
413,888
|
|
|
(177,573
|
)
|
|
1,174,339
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
(245,316
|
)
|
|
(10,947
|
)
|
|
—
|
|
|
(256,263
|
)
|
||||
Origination of finance receivables
|
|
—
|
|
|
(7,420,177
|
)
|
|
3,755,682
|
|
|
(3,664,495
|
)
|
||||
Collections on finance receivables
|
|
—
|
|
|
6,936,140
|
|
|
(3,761,109
|
)
|
|
3,175,031
|
|
||||
Proceeds from finance receivables sold
|
|
—
|
|
|
312,571
|
|
|
—
|
|
|
312,571
|
|
||||
Sales and redemptions of marketable securities
|
|
40,014
|
|
|
—
|
|
|
—
|
|
|
40,014
|
|
||||
Other
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
||||
Net cash used by investing activities
|
|
(204,891
|
)
|
|
(182,413
|
)
|
|
(5,427
|
)
|
|
(392,731
|
)
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
|
—
|
|
|
1,193,396
|
|
|
—
|
|
|
1,193,396
|
|
||||
Repayments of medium-term notes
|
|
—
|
|
|
(451,336
|
)
|
|
—
|
|
|
(451,336
|
)
|
||||
Repayments of securitization debt
|
|
—
|
|
|
(665,400
|
)
|
|
—
|
|
|
(665,400
|
)
|
||||
Borrowings of asset-backed commercial paper
|
|
—
|
|
|
62,396
|
|
|
—
|
|
|
62,396
|
|
||||
Repayments of asset-backed commercial paper
|
|
—
|
|
|
(71,500
|
)
|
|
—
|
|
|
(71,500
|
)
|
||||
Net decrease in credit facilities and unsecured commercial paper
|
|
—
|
|
|
(145,812
|
)
|
|
—
|
|
|
(145,812
|
)
|
||||
Net change in restricted cash
|
|
—
|
|
|
43,495
|
|
|
—
|
|
|
43,495
|
|
||||
Dividends paid
|
|
(252,321
|
)
|
|
(183,000
|
)
|
|
183,000
|
|
|
(252,321
|
)
|
||||
Purchase of common stock for treasury
|
|
(465,341
|
)
|
|
—
|
|
|
—
|
|
|
(465,341
|
)
|
||||
Excess tax benefits from share-based payments
|
|
2,251
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
||||
Issuance of common stock under employee stock option plans
|
|
15,782
|
|
|
—
|
|
|
—
|
|
|
15,782
|
|
||||
Net cash used by financing activities
|
|
(699,629
|
)
|
|
(217,761
|
)
|
|
183,000
|
|
|
(734,390
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(8,407
|
)
|
|
(1,036
|
)
|
|
—
|
|
|
(9,443
|
)
|
||||
Net increase in cash and cash equivalents
|
|
$
|
25,097
|
|
|
$
|
12,678
|
|
|
$
|
—
|
|
|
$
|
37,775
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents—beginning of period
|
|
$
|
400,443
|
|
|
$
|
321,766
|
|
|
$
|
—
|
|
|
$
|
722,209
|
|
Net increase in cash and cash equivalents
|
|
25,097
|
|
|
12,678
|
|
|
—
|
|
|
37,775
|
|
||||
Cash and cash equivalents—end of period
|
|
$
|
425,540
|
|
|
$
|
334,444
|
|
|
$
|
—
|
|
|
$
|
759,984
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
678,010
|
|
|
$
|
174,197
|
|
|
$
|
(100,000
|
)
|
|
$
|
752,207
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of intangibles
|
|
188,926
|
|
|
9,148
|
|
|
—
|
|
|
198,074
|
|
||||
Amortization of deferred loan origination costs
|
|
—
|
|
|
93,546
|
|
|
—
|
|
|
93,546
|
|
||||
Amortization of financing origination fees
|
|
267
|
|
|
9,708
|
|
|
—
|
|
|
9,975
|
|
||||
Provision for long-term employee benefits
|
|
60,824
|
|
|
—
|
|
|
—
|
|
|
60,824
|
|
||||
Employee benefit plan contributions and payments
|
|
(28,490
|
)
|
|
—
|
|
|
—
|
|
|
(28,490
|
)
|
||||
Stock compensation expense
|
|
26,775
|
|
|
2,658
|
|
|
—
|
|
|
29,433
|
|
||||
Net change in wholesale finance receivables related to sales
|
|
—
|
|
|
—
|
|
|
(113,970
|
)
|
|
(113,970
|
)
|
||||
Provision for credit losses
|
|
—
|
|
|
101,345
|
|
|
—
|
|
|
101,345
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
1,099
|
|
|
—
|
|
|
1,099
|
|
||||
Deferred income taxes
|
|
(4,792
|
)
|
|
(11,692
|
)
|
|
—
|
|
|
(16,484
|
)
|
||||
Other, net
|
|
19,625
|
|
|
1,288
|
|
|
—
|
|
|
20,913
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
4,055
|
|
|
—
|
|
|
(17,720
|
)
|
|
(13,665
|
)
|
||||
Finance receivables – accrued interest and other
|
|
—
|
|
|
(3,046
|
)
|
|
—
|
|
|
(3,046
|
)
|
||||
Inventories
|
|
(155,222
|
)
|
|
—
|
|
|
—
|
|
|
(155,222
|
)
|
||||
Accounts payable and accrued liabilities
|
|
81,929
|
|
|
18,539
|
|
|
38,355
|
|
|
138,823
|
|
||||
Derivative instruments
|
|
(5,615
|
)
|
|
—
|
|
|
—
|
|
|
(5,615
|
)
|
||||
Other
|
|
33,658
|
|
|
(3,287
|
)
|
|
—
|
|
|
30,371
|
|
||||
Total adjustments
|
|
221,940
|
|
|
219,306
|
|
|
(93,335
|
)
|
|
347,911
|
|
||||
Net cash provided by operating activities
|
|
899,950
|
|
|
393,503
|
|
|
(193,335
|
)
|
|
1,100,118
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
(249,772
|
)
|
|
(10,202
|
)
|
|
—
|
|
|
(259,974
|
)
|
||||
Origination of finance receivables
|
|
—
|
|
|
(7,836,279
|
)
|
|
4,084,449
|
|
|
(3,751,830
|
)
|
||||
Collections on finance receivables
|
|
—
|
|
|
7,127,999
|
|
|
(3,991,114
|
)
|
|
3,136,885
|
|
||||
Sales and redemptions of marketable securities
|
|
11,507
|
|
|
—
|
|
|
—
|
|
|
11,507
|
|
||||
Acquisition of business
|
|
(59,910
|
)
|
|
—
|
|
|
—
|
|
|
(59,910
|
)
|
||||
Other
|
|
7,474
|
|
|
—
|
|
|
—
|
|
|
7,474
|
|
||||
Net cash used by investing activities
|
|
(290,701
|
)
|
|
(718,482
|
)
|
|
93,335
|
|
|
(915,848
|
)
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
|
—
|
|
|
595,386
|
|
|
—
|
|
|
595,386
|
|
||||
Repayments of medium-term notes
|
|
—
|
|
|
(610,331
|
)
|
|
—
|
|
|
(610,331
|
)
|
||||
Proceeds from issuance of senior unsecured notes
|
|
740,385
|
|
|
—
|
|
|
—
|
|
|
740,385
|
|
||||
Intercompany borrowing activity
|
|
250,000
|
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
||||
Proceeds from securitization debt
|
|
—
|
|
|
1,195,668
|
|
|
—
|
|
|
1,195,668
|
|
||||
Repayments of securitization debt
|
|
—
|
|
|
(1,008,135
|
)
|
|
—
|
|
|
(1,008,135
|
)
|
||||
Borrowings of asset-backed commercial paper
|
|
—
|
|
|
87,442
|
|
|
—
|
|
|
87,442
|
|
||||
Repayments of asset-backed commercial paper
|
|
—
|
|
|
(72,727
|
)
|
|
—
|
|
|
(72,727
|
)
|
||||
Net increase in credit facilities and unsecured commercial paper
|
|
—
|
|
|
469,473
|
|
|
—
|
|
|
469,473
|
|
||||
Net change in restricted cash
|
|
—
|
|
|
11,410
|
|
|
—
|
|
|
11,410
|
|
||||
Dividends paid
|
|
(249,262
|
)
|
|
(100,000
|
)
|
|
100,000
|
|
|
(249,262
|
)
|
||||
Purchase of common stock for treasury
|
|
(1,537,020
|
)
|
|
—
|
|
|
—
|
|
|
(1,537,020
|
)
|
||||
Excess tax benefits from share-based payments
|
|
3,468
|
|
|
—
|
|
|
—
|
|
|
3,468
|
|
||||
Issuance of common stock under employee stock option plans
|
|
20,179
|
|
|
—
|
|
|
—
|
|
|
20,179
|
|
||||
Net cash (used by) provided by financing activities
|
|
(772,250
|
)
|
|
318,186
|
|
|
100,000
|
|
|
(354,064
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(10,451
|
)
|
|
(4,226
|
)
|
|
—
|
|
|
(14,677
|
)
|
||||
Net decrease in cash and cash equivalents
|
|
$
|
(173,452
|
)
|
|
$
|
(11,019
|
)
|
|
$
|
—
|
|
|
$
|
(184,471
|
)
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents – beginning of period
|
|
$
|
573,895
|
|
|
$
|
332,785
|
|
|
$
|
—
|
|
|
$
|
906,680
|
|
Net decrease in cash and cash equivalents
|
|
(173,452
|
)
|
|
(11,019
|
)
|
|
—
|
|
|
(184,471
|
)
|
||||
Cash and cash equivalents – end of period
|
|
$
|
400,443
|
|
|
$
|
321,766
|
|
|
$
|
—
|
|
|
$
|
722,209
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
795,530
|
|
|
$
|
169,081
|
|
|
$
|
(120,000
|
)
|
|
$
|
844,611
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of intangibles
|
|
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 long-term employee benefits
|
|
33,709
|
|
|
—
|
|
|
—
|
|
|
33,709
|
|
||||
Employee benefit plan contributions and payments
|
|
(29,686
|
)
|
|
—
|
|
|
—
|
|
|
(29,686
|
)
|
||||
Stock compensation expense
|
|
35,064
|
|
|
2,865
|
|
|
—
|
|
|
37,929
|
|
||||
Net change in wholesale finance receivables related to sales
|
|
—
|
|
|
—
|
|
|
(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
|
)
|
||||
Other, net
|
|
42,237
|
|
|
(21,764
|
)
|
|
—
|
|
|
20,473
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
(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
|
|
18,255
|
|
|
21,629
|
|
|
(18,575
|
)
|
|
21,309
|
|
||||
Derivative instruments
|
|
703
|
|
|
—
|
|
|
—
|
|
|
703
|
|
||||
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 on 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
|
||||||||||||||
|
|
HDMC
Entities |
|
HDFS
Entities |
|
Eliminations
|
|
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
|
)
|
||||
Repayments 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 paid
|
|
(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
|
|
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||||||||||
|
|
Mar 27, 2016
|
|
Mar 29,
2015
|
|
June 26, 2016
|
|
June 28,
2015
|
|
Sep 25, 2016
|
|
Sep 27,
2015
|
|
Dec 31, 2016
|
|
Dec 31,
2015
|
||||||||||||||||
Motorcycles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
1,576.6
|
|
|
$
|
1,510.6
|
|
|
$
|
1,670.1
|
|
|
$
|
1,650.8
|
|
|
$
|
1,091.6
|
|
|
$
|
1,140.3
|
|
|
$
|
933.0
|
|
|
$
|
1,007.1
|
|
Operating income
|
|
$
|
332.5
|
|
|
$
|
345.5
|
|
|
$
|
322.7
|
|
|
$
|
380.6
|
|
|
$
|
108.9
|
|
|
$
|
143.1
|
|
|
$
|
9.3
|
|
|
$
|
6.4
|
|
Financial Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
|
$
|
173.4
|
|
|
$
|
162.4
|
|
|
$
|
191.0
|
|
|
$
|
173.6
|
|
|
$
|
183.2
|
|
|
$
|
177.1
|
|
|
$
|
177.6
|
|
|
$
|
173.6
|
|
Operating income
|
|
$
|
56.4
|
|
|
$
|
64.7
|
|
|
$
|
89.6
|
|
|
$
|
81.9
|
|
|
$
|
69.4
|
|
|
$
|
72.8
|
|
|
$
|
60.1
|
|
|
$
|
60.9
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income before taxes
|
|
$
|
382.4
|
|
|
$
|
411.4
|
|
|
$
|
405.9
|
|
|
$
|
464.0
|
|
|
$
|
173.0
|
|
|
$
|
214.2
|
|
|
$
|
62.6
|
|
|
$
|
60.6
|
|
Net income
|
|
$
|
250.5
|
|
|
$
|
269.9
|
|
|
$
|
280.4
|
|
|
$
|
299.8
|
|
|
$
|
114.1
|
|
|
$
|
140.3
|
|
|
$
|
47.2
|
|
|
$
|
42.2
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
1.37
|
|
|
$
|
1.28
|
|
|
$
|
1.55
|
|
|
$
|
1.44
|
|
|
$
|
0.64
|
|
|
$
|
0.69
|
|
|
$
|
0.27
|
|
|
$
|
0.22
|
|
Diluted
|
|
$
|
1.36
|
|
|
$
|
1.27
|
|
|
$
|
1.55
|
|
|
$
|
1.44
|
|
|
$
|
0.64
|
|
|
$
|
0.69
|
|
|
$
|
0.27
|
|
|
$
|
0.22
|
|
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
|
|
1,878,029
|
|
|
$
|
48.96
|
|
|
11,687,704
|
|
Equity compensation plans not approved by shareholders:
|
|
|
|
|
|
|
||||
Union employees:
|
|
|
|
|
|
|
||||
Kansas City, MO
|
|
—
|
|
|
$
|
—
|
|
|
26,718
|
|
York, PA
|
|
—
|
|
|
$
|
—
|
|
|
96,770
|
|
Non employees:
|
|
|
|
|
|
|
||||
Board of Directors
|
|
—
|
|
|
$
|
—
|
|
|
68,078
|
|
|
|
—
|
|
|
$
|
—
|
|
|
191,566
|
|
Total all plans
|
|
1,878,029
|
|
|
|
|
|
11,879,270
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Accounts receivable – allowance for doubtful accounts
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
2,905
|
|
|
$
|
3,458
|
|
|
$
|
4,960
|
|
Provision charged to expense
|
|
(101
|
)
|
|
266
|
|
|
(471
|
)
|
|||
Reserve adjustments
|
|
(63
|
)
|
|
(276
|
)
|
|
(394
|
)
|
|||
Write-offs, net of recoveries
|
|
—
|
|
|
(543
|
)
|
|
(637
|
)
|
|||
Balance, end of period
|
|
$
|
2,741
|
|
|
$
|
2,905
|
|
|
$
|
3,458
|
|
Finance receivables – allowance for credit losses
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
147,178
|
|
|
$
|
127,364
|
|
|
$
|
110,693
|
|
Provision for credit losses
|
|
136,617
|
|
|
101,345
|
|
|
80,946
|
|
|||
Charge-offs, net of recoveries
|
|
(107,161
|
)
|
|
(81,531
|
)
|
|
(64,275
|
)
|
|||
Other
(a)
|
|
(3,291
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
|
$
|
173,343
|
|
|
$
|
147,178
|
|
|
$
|
127,364
|
|
Inventories – allowance for obsolescence
(b)
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
26,740
|
|
|
$
|
17,775
|
|
|
$
|
17,463
|
|
Provision charged to expense
|
|
21,137
|
|
|
19,564
|
|
|
19,044
|
|
|||
Reserve adjustments
|
|
(88
|
)
|
|
(1,028
|
)
|
|
(399
|
)
|
|||
Write-offs, net of recoveries
|
|
(7,916
|
)
|
|
(9,571
|
)
|
|
(18,333
|
)
|
|||
Balance, end of period
|
|
$
|
39,873
|
|
|
$
|
26,740
|
|
|
$
|
17,775
|
|
Deferred tax assets – valuation allowance
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
|
$
|
20,659
|
|
|
$
|
25,462
|
|
|
$
|
21,818
|
|
Adjustments
|
|
10,294
|
|
|
(4,803
|
)
|
|
3,644
|
|
|||
Balance, end of period
|
|
$
|
30,953
|
|
|
$
|
20,659
|
|
|
$
|
25,462
|
|
(a)
|
Related to the sale of finance receivables during the second quarter of 2016 with a principal balance of
$301.8 million
|
(b)
|
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/ Matthew S. Levatich
|
|
|
Matthew S. Levatich
|
|
|
President and Chief Executive Officer
|
|
|
|
Name
|
|
Title
|
|
|
|
/S/ Matthew S. Levatich
|
|
President and Chief Executive Officer
|
Matthew S. Levatich
|
|
(Principal executive officer)
|
|
|
|
/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/ R. John Anderson
|
|
Director
|
R. John Anderson
|
|
|
|
|
|
/S/ Michael J. Cave
|
|
Non-Executive Chairman
|
Michael J. Cave
|
|
|
|
|
|
/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/ Brian Niccol
|
|
Director
|
Brian Niccol
|
|
|
|
|
|
/S/ James A. Norling
|
|
Director
|
James A. Norling
|
|
|
|
|
|
/S/ Maryrose Sylvester
|
|
Director
|
Maryrose Sylvester
|
|
|
|
|
|
/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
|
4.14
|
|
Amendment No. 2 to 5-Year Credit Agreement, dated as of April 7, 2014, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as, among other things, global administrative agent, relating to the 5-Year Credit Agreement, dates as of April 13, 2012, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent. (incorporated herein by reference to Exhibit 4.15 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 2015 (File No. 1-9183))
|
4.15
|
|
5-Year Credit Agreement, dated as of April 7, 2016 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2016 (File No. 1-9183))
|
4.16
|
|
Amendment No. 1 5-year Credit Agreement, dated as of April 7, 2016, among the Company, certain subsidiaries of the Company, the financial institutions parties thereto, and JPMorgan Chase Bank, N.A., as, among other things, global administrative agent, relating to the 5-year Credit Agreement, dated as of April 7, 2014 among the Company, certain subsidiaries of the Company, the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as among other things, global administrative agent (incorporated herein by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 27, 2016 (File No. 1-9183))
|
10.1*
|
|
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))
|
10.2*
|
|
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))
|
10.3*
|
|
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))
|
10.4*
|
|
Amended and Restated Harley-Davidson, Inc. Director Stock Plan as amended effective December 1, 2014 (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-9183))
|
10.5*
|
|
Director Compensation Policy approved April 29, 2016 (incorporated herein by reference from Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2016 (File No. 1-9183))
|
10.6*
|
|
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))
|
10.7*
|
|
Harley-Davidson Management Deferred Compensation Plan as amended and restated effective January 1, 2017 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2016 (File No. 1-9183))
|
10.8*
|
|
Harley-Davidson, Inc. Employee Incentive Plan (incorporated herein by reference to the Appendix to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held April 25, 2015 (File No. 1-9183))
|
10.9*
|
|
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))
|
10.10*
|
|
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))
|
10.11*
|
|
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))
|
10.12*
|
|
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))
|
10.13*
|
|
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))
|
*
|
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
|
10.14*
|
|
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))
|
10.15*
|
|
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))
|
10.16*
|
|
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))
|
10.17*
|
|
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))
|
10.18*
|
|
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))
|
10.19*
|
|
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))
|
10.20*
|
|
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))
|
10.21*
|
|
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 Mr. Hund (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))
|
10.22*
|
|
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 on Form 10-K for the year ended December 31, 2005 (File No. 1-9183))
|
10.23*
|
|
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 on Form 10-K for the year ended December 31, 2005 (File No. 1-9183))
|
10.24*
|
|
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 on Form 10-Q for the quarter ended March 29, 2009 (File No. 1-9183))
|
10.25*
|
|
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 on Form 10-Q for the quarter ended April 1, 2007 (File No. 1-9183))
|
10.26*
|
|
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))
|
10.27*
|
|
Form of Notice of Grant Award of Stock Options and Stock Option Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2015 (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
|
10.28*
|
|
Form of Notice of Grant Award of Stock Options and Stock Option Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.29*
|
|
Form of Notice of Grant Award of Restricted Stock Units and Restricted Stock Unit Agreement (Deferred) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.30*
|
|
Form of Notice of Grant Award of Restricted Stock Units and Restricted Stock Unit Agreement (International) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.31*
|
|
Form of Notice of Grant Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.32*
|
|
Form of Notice of Grant Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.33*
|
|
Form of Notice of Grant Award of Restricted Stock Units and Restricted Stock Unit Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.34*
|
|
Form of Notice of Grant Award of Restricted Stock Units and Restricted Stock Unit Agreement (Deferred) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.35*
|
|
Form of Notice of Grant Award of Stock Appreciation Rights and Stock Appreciation Rights Agreement of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 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 29, 2015 (File No. 1-9183))
|
10.36.*
|
|
Form of Severance Benefits Agreement between the Registrant and each of Messrs. Hund, Jones, Levatich and Olin (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))
|
10.37*
|
|
Form of Transition Agreement between the Registrant and each of Messrs. Levatich and Olin (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))
|
10.38*
|
|
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))
|
10.39*
|
|
Form of Aircraft Time Sharing Agreement between the Registrant and each of Messrs. Levatich, Olin, Jones and Hund and Madame Bischmann (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))
|
10.40*
|
|
Form of Non-competition and Non-solicitation Agreement between Harley-Davidson Canada LP, Fred Deeley Imports Ltd. and Harley-Davidson Motor Company, Inc., as amended (incorporated herein by reference to exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28,2015 (File No. 1-9183))
|
10.41*
|
|
Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (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
|
10.42*
|
|
Form of Notice of Award of Performance Share Units and Performance Share Unit Agreement (Standard International)
of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-9183))
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10.43*
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Form of Notice of Award of Performance Shares and Performance Shares Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-9183))
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10.44*
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Harley-Davidson Retiree Insurance Allowance Plan, as amended and restated effective January 1, 2016
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21
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List of Subsidiaries
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23
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Consent of Independent Registered Public Accounting Firm
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31.1
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Chief Executive Officer Certification pursuant to Rule 13a-14(a)
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31.2
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Chief Financial Officer Certification pursuant to Rule 13a-14(a)
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32
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Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
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101
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Financial statements from the annual report on Form 10-K of Harley-Davidson, Inc. for the year ended December 31, 2016, filed on February 21, 2017 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.
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*
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Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.
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TABLE OF CONTENTS
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Page
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ARTICLE I. DEFINITIONS AND CONSTRUCTION
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2
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Section 1.01.
Definitions
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2
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Section 1.02.
Construction and Applicable Law.
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5
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ARTICLE II. PARTICIPATION AND ELIGIBILITY FOR RETIREE INSURANCE ALLOWANCE
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6
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Section 2.01.
Participation
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6
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Section 2.02.
Eligibility for the Separation Allowance Benefit.
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6
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ARTICLE III. CALCULATION AND PAYMENT OF RETIREE INSURANCE ALLOWANCE
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8
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Section 3.01.
Amount of Retiree Insurance Allowance
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8
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Section 3.02.
Payment
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8
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ARTICLE IV. GENERAL PROVISIONS
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9
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Section 4.01.
Administration
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9
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Section 4.02.
Claims Procedures.
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9
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Section 4.03.
Participant Rights Unsecured.
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11
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Section 4.04.
Distributions for Tax Withholding and Payment.
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11
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Section 4.05.
Amendment or Termination of Plan.
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12
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Section 4.06.
Administrative Expenses
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13
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Section 4.07.
Successors and Assigns
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13
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Section 4.08.
Right of Offset
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13
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Section 4.09.
Not a Contract of Employment
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13
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Section 4.10.
Miscellaneous Distribution Rules.
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13
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(i)
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The Participant is employed at the S80 career band or above (or its equivalent under any subsequent employee classification structure) immediately prior to his or her retirement for reasons other than death; and
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(ii)
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The Participant retires from active employment with the Company and its Affiliates on or after attainment of age fifty-five (55) and completion of five (5) or more years of service. For this purpose, a Participant’s service means (i) in the case of a Participant hired prior to August 1, 2006, the Participant’s vesting service that is recognized under Part A of the Harley-Davidson Retirement Plan, and (ii) in the case of a Participant hired on or after August 1, 2006, the Participant’s vesting service that is recognized under (or the vesting service that would be recognized if the Participant were eligible for) the Retirement Savings Plan for Salaried Employees of Harley-Davidson, or any successor to such plans.
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State/Country
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Of
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Name
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Incorporation
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H-D U.S.A., LLC
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Wisconsin
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Harley-Davidson Motor Company Group, LLC
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Wisconsin
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Harley-Davidson Motor Company Operations, Inc.
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Wisconsin
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H-D Franklin, LLC
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Wisconsin
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H-D Tomahawk Somo, LLC
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Wisconsin
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H-D Tomahawk Industrial Park, LLC
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Wisconsin
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H-D Tomahawk Kaphaem Road, LLC
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Wisconsin
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H-D Capitol Drive, LLC
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Wisconsin
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H-D Pilgrim Road, LLC
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Wisconsin
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Harley-Davidson Motor Company, Inc.
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Wisconsin
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Harley-Davidson Museum, LLC
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Wisconsin
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Buell Distribution Company, LLC
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Wisconsin
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H-D F&R, LLC
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Wisconsin
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Harley-Davidson Latin America, LLC
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Wisconsin
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Harley-Davidson Asia Pacific, LLC
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Wisconsin
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Buell Motorcycle Company, LLC
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Wisconsin
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HDWA, LLC
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Wisconsin
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Harley-Davidson Dealer Systems, Inc.
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Ohio
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H-D International Holding Co., Inc.
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Wisconsin
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Harley-Davidson Holding Co., Inc.
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Delaware
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Harley-Davidson Benelux B.V.
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Netherlands
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Harley-Davidson France SAS
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France
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Harley-Davidson Germany GmbH
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Germany
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Harley-Davidson Italia S.r.l.
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Italy
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Harley-Davidson Japan KK
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Japan
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Harley-Davidson Europe Limited
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England
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Harley-Davidson do Brazil Ltda.
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Brazil
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Harley-Davidson do Brazil Fabricacao De Componentes Ltda.
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Brazil
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Harley-Davidson Australia Pty. Limited
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Australia
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Harley-Davidson (Shanghai) Commercial and Trading Co., Ltd.
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China
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H-D Hong Kong Limited
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Hong Kong
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Harley-Davidson Espana S.L.
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Spain
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Harley-Davidson Switzerland GmbH
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Switzerland
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New Castalloy Pty. Limited
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Australia
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Harley-Davidson De Mexico, S. De R.L. De C.V.
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Mexico
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Harley-Davidson De Mexico Management, S. De R.L. De C.V.
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Mexico
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Harley-Davidson Africa (Pty) Limited
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South Africa
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Harley-Davidson Asia Pacific Pte. Ltd.
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Singapore
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Harley-Davidson Central and Eastern Europe s.r.o.
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Czech Republic
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H-D Motor Company India Private Limited
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India
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Harley-Davidson Austria GmbH
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Austria
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(1)
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Registration Statement (Form S-8 No. 333-51741) pertaining to the Harley-Davidson, Inc. Director Stock Plan;
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(2)
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Registration Statement (Form S-8 No. 333-75347) pertaining to the Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan;
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(3)
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Registration Statement (Form S-8 No. 333-60840) pertaining to the Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock Option Plan;
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(4)
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Registration Statement (Form S-8 No. 333-123405) pertaining to the Harley-Davidson, Inc. 2004 Incentive Stock Plan;
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(5)
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Registration Statement (Form S-8 No. 333-166549) pertaining to the Harley-Davidson, Inc. 2009 Incentive Stock Plan;
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(6)
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Registration Statement (Form S-8 No. 333-171813) pertaining to the Harley-Davidson, Inc. Stock Purchase Plan;
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(7)
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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;
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(8)
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Registration Statement (Form S-8 No. 333-199972) pertaining to the Harley-Davidson, Inc. 2014 Incentive Stock Plan; and
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(9)
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Registration Statement (Form S-3 No. 333-202491) of Harley-Davidson, Inc. and the related Prospectus;
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1.
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I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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c)
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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
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d)
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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
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5.
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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:
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a)
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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
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b)
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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.
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Date: February 21, 2017
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/S/ Matthew S. Levatich
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Matthew S. Levatich
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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c)
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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
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d)
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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
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5.
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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:
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a)
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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
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b)
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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.
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Date: February 21, 2017
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/S/ John A. Olin
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John A. Olin
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Senior Vice President and
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Chief Financial Officer
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Date: February 21, 2017
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/S/ Matthew S. Levatich
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Matthew S. Levatich
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President and Chief Executive Officer
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/S/ John A. Olin
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John A. Olin
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Senior Vice President and
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Chief Financial Officer
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