|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Wisconsin
|
|
39-1382325
|
(State of organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
3700 West Juneau Avenue
Milwaukee, Wisconsin
|
|
53208
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
Large accelerated filer
|
|
x
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
|
Smaller reporting company
|
|
¨
|
|
|
|
Emerging growth company
|
|
¨
|
Part I
|
||
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Part II
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Revenue:
|
|
|
|
||||
Motorcycles and Related Products
|
$
|
1,363,947
|
|
|
$
|
1,328,711
|
|
Financial Services
|
178,174
|
|
|
173,221
|
|
||
Total revenue
|
1,542,121
|
|
|
1,501,932
|
|
||
Costs and expenses:
|
|
|
|
||||
Motorcycles and Related Products cost of goods sold
|
890,174
|
|
|
853,888
|
|
||
Financial Services interest expense
|
48,450
|
|
|
43,289
|
|
||
Financial Services provision for credit losses
|
30,052
|
|
|
43,589
|
|
||
Selling, administrative and engineering expense
|
290,186
|
|
|
271,984
|
|
||
Restructuring expense
|
46,842
|
|
|
—
|
|
||
Total costs and expenses
|
1,305,704
|
|
|
1,212,750
|
|
||
Operating income
|
236,417
|
|
|
289,182
|
|
||
Other income (expense), net
|
220
|
|
|
2,296
|
|
||
Investment income
|
1,203
|
|
|
879
|
|
||
Interest expense
|
7,690
|
|
|
7,673
|
|
||
Income before provision for income taxes
|
230,150
|
|
|
284,684
|
|
||
Provision for income taxes
|
55,387
|
|
|
98,315
|
|
||
Net income
|
$
|
174,763
|
|
|
$
|
186,369
|
|
Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
1.04
|
|
|
$
|
1.06
|
|
Diluted
|
$
|
1.03
|
|
|
$
|
1.05
|
|
Cash dividends per common share
|
$
|
0.370
|
|
|
$
|
0.365
|
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Net income
|
$
|
174,763
|
|
|
$
|
186,369
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
6,915
|
|
|
15,557
|
|
||
Derivative financial instruments
|
765
|
|
|
(9,052
|
)
|
||
Marketable securities
|
—
|
|
|
(10
|
)
|
||
Pension and postretirement benefit plans
|
85,765
|
|
|
7,256
|
|
||
Total other comprehensive income, net of tax
|
93,445
|
|
|
13,751
|
|
||
Comprehensive income
|
$
|
268,208
|
|
|
$
|
200,120
|
|
|
(Unaudited)
|
|
|
|
(Unaudited)
|
||||||
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
753,517
|
|
|
$
|
687,521
|
|
|
$
|
839,700
|
|
Marketable securities
|
—
|
|
|
—
|
|
|
5,004
|
|
|||
Accounts receivable, net
|
355,107
|
|
|
329,986
|
|
|
335,578
|
|
|||
Finance receivables, net
|
2,341,918
|
|
|
2,105,662
|
|
|
2,354,095
|
|
|||
Inventories
|
564,571
|
|
|
538,202
|
|
|
485,476
|
|
|||
Restricted cash
|
54,569
|
|
|
47,518
|
|
|
75,705
|
|
|||
Other current assets
|
150,472
|
|
|
175,853
|
|
|
142,362
|
|
|||
Total current assets
|
4,220,154
|
|
|
3,884,742
|
|
|
4,237,920
|
|
|||
Finance receivables, net
|
4,784,524
|
|
|
4,859,424
|
|
|
4,792,027
|
|
|||
Property, plant and equipment, net
|
934,645
|
|
|
967,781
|
|
|
953,044
|
|
|||
Prepaid pension costs
|
122,230
|
|
|
19,816
|
|
|
—
|
|
|||
Goodwill
|
56,524
|
|
|
55,947
|
|
|
53,967
|
|
|||
Deferred income taxes
|
77,624
|
|
|
109,073
|
|
|
165,196
|
|
|||
Other long-term assets
|
81,920
|
|
|
75,889
|
|
|
79,701
|
|
|||
|
$
|
10,277,621
|
|
|
$
|
9,972,672
|
|
|
$
|
10,281,855
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
319,040
|
|
|
$
|
227,597
|
|
|
$
|
358,684
|
|
Accrued liabilities
|
566,408
|
|
|
529,822
|
|
|
547,637
|
|
|||
Short-term debt
|
1,036,976
|
|
|
1,273,482
|
|
|
953,357
|
|
|||
Current portion of long-term debt, net
|
1,872,679
|
|
|
1,127,269
|
|
|
697,061
|
|
|||
Total current liabilities
|
3,795,103
|
|
|
3,158,170
|
|
|
2,556,739
|
|
|||
Long-term debt, net
|
4,108,511
|
|
|
4,587,258
|
|
|
5,320,797
|
|
|||
Pension liability
|
54,921
|
|
|
54,606
|
|
|
52,559
|
|
|||
Postretirement healthcare liability
|
113,031
|
|
|
118,753
|
|
|
171,143
|
|
|||
Other long-term liabilities
|
210,106
|
|
|
209,608
|
|
|
187,208
|
|
|||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||||||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Preferred stock, none issued
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock
|
1,818
|
|
|
1,813
|
|
|
1,813
|
|
|||
Additional paid-in-capital
|
1,432,692
|
|
|
1,422,808
|
|
|
1,397,172
|
|
|||
Retained earnings
|
1,725,626
|
|
|
1,607,570
|
|
|
1,459,431
|
|
|||
Accumulated other comprehensive loss
|
(406,604
|
)
|
|
(500,049
|
)
|
|
(551,630
|
)
|
|||
Treasury stock, at cost
|
(757,583
|
)
|
|
(687,865
|
)
|
|
(313,377
|
)
|
|||
Total shareholders’ equity
|
1,995,949
|
|
|
1,844,277
|
|
|
1,993,409
|
|
|||
|
$
|
10,277,621
|
|
|
$
|
9,972,672
|
|
|
$
|
10,281,855
|
|
|
(Unaudited)
|
|
|
|
(Unaudited)
|
||||||
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
Balances held by consolidated variable interest entities (Note 11)
|
|
|
|
|
|
||||||
Current finance receivables, net
|
$
|
182,033
|
|
|
$
|
194,813
|
|
|
$
|
218,001
|
|
Other assets
|
$
|
2,175
|
|
|
$
|
2,148
|
|
|
$
|
3,204
|
|
Non-current finance receivables, net
|
$
|
464,185
|
|
|
$
|
521,940
|
|
|
$
|
825,825
|
|
Restricted cash - current and non-current
|
$
|
55,140
|
|
|
$
|
48,706
|
|
|
$
|
79,254
|
|
Current portion of long-term debt, net
|
$
|
205,055
|
|
|
$
|
209,247
|
|
|
$
|
253,070
|
|
Long-term debt, net
|
$
|
361,049
|
|
|
$
|
422,834
|
|
|
$
|
718,509
|
|
|
As Reported
|
|
Without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Motorcycles and Related Products
|
$
|
1,363,947
|
|
|
$
|
1,367,984
|
|
|
$
|
(4,037
|
)
|
Costs and expenses:
|
|
|
|
|
|
||||||
Motorcycles and Related Products cost of goods sold
|
$
|
890,174
|
|
|
$
|
890,238
|
|
|
$
|
(64
|
)
|
Operating income
|
$
|
236,417
|
|
|
$
|
240,390
|
|
|
$
|
(3,973
|
)
|
Income before provision for income taxes
|
$
|
230,150
|
|
|
$
|
234,123
|
|
|
$
|
(3,973
|
)
|
Provision for income taxes
|
$
|
55,387
|
|
|
$
|
56,350
|
|
|
$
|
(963
|
)
|
Net income
|
$
|
174,763
|
|
|
$
|
177,773
|
|
|
$
|
(3,010
|
)
|
|
As Reported
|
|
Without Adoption of ASC 606
|
|
Effect of Change
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Other current assets
|
$
|
150,472
|
|
|
$
|
166,864
|
|
|
$
|
(16,392
|
)
|
Deferred income taxes
|
$
|
77,624
|
|
|
$
|
79,472
|
|
|
$
|
(1,848
|
)
|
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Accrued liabilities
|
$
|
566,408
|
|
|
$
|
587,662
|
|
|
$
|
(21,254
|
)
|
Retained earnings
|
$
|
1,725,626
|
|
|
$
|
1,722,612
|
|
|
$
|
3,014
|
|
Motorcycles and Related Products:
|
|
|
||
Motorcycles
|
|
$
|
1,121,673
|
|
Parts & Accessories
|
|
169,075
|
|
|
General Merchandise
|
|
56,601
|
|
|
Licensing
|
|
8,358
|
|
|
Other
|
|
8,240
|
|
|
Revenue from Motorcycles and Related Products
|
|
1,363,947
|
|
|
Financial Services:
|
|
|
||
Interest income
|
|
154,041
|
|
|
Securitization and servicing fee income
|
|
352
|
|
|
Other income
|
|
23,781
|
|
|
Revenue from Financial Services
|
|
178,174
|
|
|
Total revenue
|
|
$
|
1,542,121
|
|
|
Three months ended April 1, 2018
|
||||||||||||||
|
Employee Termination Benefits
|
|
Accelerated Depreciation
|
|
Other
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring expense
|
(40,791
|
)
|
|
(5,613
|
)
|
|
(438
|
)
|
|
(46,842
|
)
|
||||
Utilized - cash
|
2,300
|
|
|
—
|
|
|
374
|
|
|
2,674
|
|
||||
Utilized - non cash
|
—
|
|
|
5,613
|
|
|
—
|
|
|
5,613
|
|
||||
Foreign currency changes
|
204
|
|
|
—
|
|
|
1
|
|
|
205
|
|
||||
Balance, end of period
|
$
|
(38,287
|
)
|
|
$
|
—
|
|
|
$
|
(63
|
)
|
|
$
|
(38,350
|
)
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Numerator
:
|
|
|
|
||||
Net income used in computing basic and diluted earnings per share
|
$
|
174,763
|
|
|
$
|
186,369
|
|
Denominator
:
|
|
|
|
||||
Denominator for basic earnings per share - weighted-average common shares
|
168,139
|
|
|
176,001
|
|
||
Effect of dilutive securities - employee stock compensation plan
|
1,035
|
|
|
1,069
|
|
||
Denominator for diluted earnings per share - adjusted weighted-average shares outstanding
|
169,174
|
|
|
177,070
|
|
||
Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
1.04
|
|
|
$
|
1.06
|
|
Diluted
|
$
|
1.03
|
|
|
$
|
1.05
|
|
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
Available-for-sale corporate bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,004
|
|
Mutual funds
|
49,402
|
|
|
48,006
|
|
|
41,674
|
|
|||
Total marketable securities
|
$
|
49,402
|
|
|
$
|
48,006
|
|
|
$
|
46,678
|
|
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
Raw materials and work in process
|
$
|
177,652
|
|
|
$
|
161,664
|
|
|
$
|
153,195
|
|
Motorcycle finished goods
|
289,046
|
|
|
289,530
|
|
|
263,408
|
|
|||
Parts and accessories and general merchandise
|
150,228
|
|
|
139,363
|
|
|
117,140
|
|
|||
Inventory at lower of FIFO cost or net realizable value
|
616,926
|
|
|
590,557
|
|
|
533,743
|
|
|||
Excess of FIFO over LIFO cost
|
(52,355
|
)
|
|
(52,355
|
)
|
|
(48,267
|
)
|
|||
Total inventories, net
|
$
|
564,571
|
|
|
$
|
538,202
|
|
|
$
|
485,476
|
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
174,763
|
|
|
$
|
186,369
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of intangibles
|
62,473
|
|
|
54,900
|
|
||
Amortization of deferred loan origination costs
|
20,116
|
|
|
20,078
|
|
||
Amortization of financing origination fees
|
2,028
|
|
|
2,076
|
|
||
Provision for long-term employee benefits
|
9,747
|
|
|
7,475
|
|
||
Employee benefit plan contributions and payments
|
(5,486
|
)
|
|
(29,957
|
)
|
||
Stock compensation expense
|
7,962
|
|
|
6,992
|
|
||
Net change in wholesale finance receivables related to sales
|
(239,902
|
)
|
|
(317,087
|
)
|
||
Provision for credit losses
|
30,052
|
|
|
43,589
|
|
||
Deferred income taxes
|
3,188
|
|
|
3,989
|
|
||
Other, net
|
(1,902
|
)
|
|
(5,334
|
)
|
||
Changes in current assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(17,688
|
)
|
|
(39,230
|
)
|
||
Finance receivables - accrued interest and other
|
4,758
|
|
|
5,142
|
|
||
Inventories
|
(21,542
|
)
|
|
23,476
|
|
||
Accounts payable and accrued liabilities
|
148,923
|
|
|
182,928
|
|
||
Derivative instruments
|
702
|
|
|
3,120
|
|
||
Other
|
13,402
|
|
|
11,413
|
|
||
Total adjustments
|
16,831
|
|
|
(26,430
|
)
|
||
Net cash provided by operating activities
|
$
|
191,594
|
|
|
$
|
159,939
|
|
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
Retail
|
$
|
6,064,192
|
|
|
$
|
6,140,600
|
|
|
$
|
6,002,550
|
|
Wholesale
|
1,252,600
|
|
|
1,016,957
|
|
|
1,327,602
|
|
|||
Total finance receivables
|
7,316,792
|
|
|
7,157,557
|
|
|
7,330,152
|
|
|||
Allowance for credit losses
|
(190,350
|
)
|
|
(192,471
|
)
|
|
(184,030
|
)
|
|||
Finance receivables, net
|
$
|
7,126,442
|
|
|
$
|
6,965,086
|
|
|
$
|
7,146,122
|
|
|
Three months ended April 1, 2018
|
||||||||||
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
186,254
|
|
|
$
|
6,217
|
|
|
$
|
192,471
|
|
Provision for credit losses
|
28,069
|
|
|
1,983
|
|
|
30,052
|
|
|||
Charge-offs
|
(45,081
|
)
|
|
—
|
|
|
(45,081
|
)
|
|||
Recoveries
|
12,908
|
|
|
—
|
|
|
12,908
|
|
|||
Balance, end of period
|
$
|
182,150
|
|
|
$
|
8,200
|
|
|
$
|
190,350
|
|
|
|
|
|
|
|
||||||
|
Three months ended March 26, 2017
|
||||||||||
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
166,810
|
|
|
$
|
6,533
|
|
|
$
|
173,343
|
|
Provision for credit losses
|
42,160
|
|
|
1,429
|
|
|
43,589
|
|
|||
Charge-offs
|
(45,924
|
)
|
|
—
|
|
|
(45,924
|
)
|
|||
Recoveries
|
13,022
|
|
|
—
|
|
|
13,022
|
|
|||
Balance, end of period
|
$
|
176,068
|
|
|
$
|
7,962
|
|
|
$
|
184,030
|
|
|
April 1, 2018
|
||||||||||
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
184
|
|
Collectively evaluated for impairment
|
182,150
|
|
|
8,016
|
|
|
190,166
|
|
|||
Total allowance for credit losses
|
$
|
182,150
|
|
|
$
|
8,200
|
|
|
$
|
190,350
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
220
|
|
|
$
|
220
|
|
Collectively evaluated for impairment
|
6,064,192
|
|
|
1,252,380
|
|
|
7,316,572
|
|
|||
Total finance receivables
|
$
|
6,064,192
|
|
|
$
|
1,252,600
|
|
|
$
|
7,316,792
|
|
|
|
|
|
|
|
||||||
|
December 31, 2017
|
||||||||||
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
186,254
|
|
|
6,217
|
|
|
192,471
|
|
|||
Total allowance for credit losses
|
$
|
186,254
|
|
|
$
|
6,217
|
|
|
$
|
192,471
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
6,140,600
|
|
|
1,016,957
|
|
|
7,157,557
|
|
|||
Total finance receivables
|
$
|
6,140,600
|
|
|
$
|
1,016,957
|
|
|
$
|
7,157,557
|
|
|
|
|
|
|
|
||||||
|
March 26, 2017
|
||||||||||
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
176,068
|
|
|
7,962
|
|
|
184,030
|
|
|||
Total allowance for credit losses
|
$
|
176,068
|
|
|
$
|
7,962
|
|
|
$
|
184,030
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
6,002,550
|
|
|
1,327,602
|
|
|
7,330,152
|
|
|||
Total finance receivables
|
$
|
6,002,550
|
|
|
$
|
1,327,602
|
|
|
$
|
7,330,152
|
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
Wholesale:
|
|
|
|
|
|
|
|
|
|
||||||||||
No related allowance recorded
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Related allowance recorded
|
251
|
|
|
220
|
|
|
184
|
|
|
251
|
|
|
—
|
|
|||||
Total impaired wholesale finance receivables
|
$
|
251
|
|
|
$
|
220
|
|
|
$
|
184
|
|
|
$
|
251
|
|
|
$
|
—
|
|
|
April 1, 2018
|
||||||||||||||||||||||
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail
|
$
|
5,897,632
|
|
|
$
|
105,366
|
|
|
$
|
33,275
|
|
|
$
|
27,919
|
|
|
$
|
166,560
|
|
|
$
|
6,064,192
|
|
Wholesale
|
1,247,175
|
|
|
549
|
|
|
4,705
|
|
|
171
|
|
|
5,425
|
|
|
1,252,600
|
|
||||||
Total
|
$
|
7,144,807
|
|
|
$
|
105,915
|
|
|
$
|
37,980
|
|
|
$
|
28,090
|
|
|
$
|
171,985
|
|
|
$
|
7,316,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2017
|
||||||||||||||||||||||
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail
|
$
|
5,913,473
|
|
|
$
|
139,629
|
|
|
$
|
47,539
|
|
|
$
|
39,959
|
|
|
$
|
227,127
|
|
|
$
|
6,140,600
|
|
Wholesale
|
1,016,000
|
|
|
595
|
|
|
245
|
|
|
117
|
|
|
957
|
|
|
1,016,957
|
|
||||||
Total
|
$
|
6,929,473
|
|
|
$
|
140,224
|
|
|
$
|
47,784
|
|
|
$
|
40,076
|
|
|
$
|
228,084
|
|
|
$
|
7,157,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
March 26, 2017
|
||||||||||||||||||||||
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail
|
$
|
5,840,164
|
|
|
$
|
100,471
|
|
|
$
|
33,403
|
|
|
$
|
28,512
|
|
|
$
|
162,386
|
|
|
$
|
6,002,550
|
|
Wholesale
|
1,325,575
|
|
|
1,129
|
|
|
273
|
|
|
625
|
|
|
2,027
|
|
|
1,327,602
|
|
||||||
Total
|
$
|
7,165,739
|
|
|
$
|
101,600
|
|
|
$
|
33,676
|
|
|
$
|
29,137
|
|
|
$
|
164,413
|
|
|
$
|
7,330,152
|
|
|
April 1, 2018
|
|
December 31, 2017
|
|
March 26, 2017
|
||||||
Prime
|
$
|
4,923,237
|
|
|
$
|
4,966,193
|
|
|
$
|
4,806,730
|
|
Sub-prime
|
1,140,955
|
|
|
1,174,407
|
|
|
1,195,820
|
|
|||
Total
|
$
|
6,064,192
|
|
|
$
|
6,140,600
|
|
|
$
|
6,002,550
|
|
|
April 1, 2018
|
|
December 31, 2017
|
|
March 26, 2017
|
||||||
Doubtful
|
$
|
1,582
|
|
|
$
|
688
|
|
|
$
|
1,133
|
|
Substandard
|
3,368
|
|
|
3,837
|
|
|
9,213
|
|
|||
Special Mention
|
33,085
|
|
|
26,866
|
|
|
19,898
|
|
|||
Medium Risk
|
10,512
|
|
|
9,917
|
|
|
14,648
|
|
|||
Low Risk
|
1,204,053
|
|
|
975,649
|
|
|
1,282,710
|
|
|||
Total
|
$
|
1,252,600
|
|
|
$
|
1,016,957
|
|
|
$
|
1,327,602
|
|
|
|
April 1, 2018
|
|
December 31, 2017
|
|
March 26, 2017
|
||||||||||||||||||||||||||||||
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)
|
|
Notional
Value
|
|
Asset
Fair Value
(a)
|
|
Liability
Fair Value
(b)
|
||||||||||||||||||
Foreign currency contracts
(c)
|
|
$
|
720,869
|
|
|
$
|
3,442
|
|
|
$
|
22,807
|
|
|
$
|
675,724
|
|
|
$
|
1,388
|
|
|
$
|
21,239
|
|
|
$
|
534,652
|
|
|
$
|
12,195
|
|
|
$
|
1,015
|
|
Commodity
contracts
(c)
|
|
728
|
|
|
—
|
|
|
11
|
|
|
915
|
|
|
—
|
|
|
69
|
|
|
1,027
|
|
|
23
|
|
|
—
|
|
|||||||||
Total
|
|
$
|
721,597
|
|
|
$
|
3,442
|
|
|
$
|
22,818
|
|
|
$
|
676,639
|
|
|
$
|
1,388
|
|
|
$
|
21,308
|
|
|
$
|
535,679
|
|
|
$
|
12,218
|
|
|
$
|
1,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
April 1, 2018
|
|
December 31, 2017
|
|
March 26, 2017
|
||||||||||||||||||||||||||||||
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)
|
|
Notional
Value
|
|
Asset
Fair Value
(a)
|
|
Liability
Fair Value
(b)
|
||||||||||||||||||
Commodity contracts
|
|
$
|
4,577
|
|
|
$
|
171
|
|
|
$
|
32
|
|
|
$
|
4,532
|
|
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
5,046
|
|
|
$
|
228
|
|
|
$
|
37
|
|
Total
|
|
$
|
4,577
|
|
|
$
|
171
|
|
|
$
|
32
|
|
|
$
|
4,532
|
|
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
5,046
|
|
|
$
|
228
|
|
|
$
|
37
|
|
(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
|
||||||
|
|
Three months ended
|
||||||
Cash Flow Hedges
|
|
April 1,
2018 |
|
March 26,
2017 |
||||
Foreign currency contracts
|
|
$
|
(5,890
|
)
|
|
$
|
(11,797
|
)
|
Commodity contracts
|
|
(16
|
)
|
|
(106
|
)
|
||
Total
|
|
$
|
(5,906
|
)
|
|
$
|
(11,903
|
)
|
|
|
Amount of Gain/(Loss) Reclassified from AOCL into Income
|
|
|
||||||||
|
|
Three months ended
|
|
Expected to be Reclassified
|
||||||||
Cash Flow Hedges
|
|
April 1,
2018 |
|
March 26,
2017 |
|
Over the Next Twelve Months
|
||||||
Foreign currency contracts
(a)
|
|
$
|
(6,709
|
)
|
|
$
|
2,516
|
|
|
$
|
(15,783
|
)
|
Commodity contracts
(a)
|
|
(73
|
)
|
|
48
|
|
|
1
|
|
|||
Treasury rate locks
(b)
|
|
(126
|
)
|
|
(90
|
)
|
|
(506
|
)
|
|||
Total
|
|
$
|
(6,908
|
)
|
|
$
|
2,474
|
|
|
$
|
(16,288
|
)
|
(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
|
||||||
|
|
Three months ended
|
||||||
Derivatives Not Designated As Hedges
|
|
April 1,
2018 |
|
March 26,
2017 |
||||
Commodity contracts
(a)
|
|
$
|
6
|
|
|
$
|
20
|
|
Total
|
|
$
|
6
|
|
|
$
|
20
|
|
(a)
|
Gain/(loss) recognized in income is included in cost of goods sold
|
|
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
Unsecured commercial paper
|
|
$
|
1,036,976
|
|
|
$
|
1,273,482
|
|
|
$
|
953,357
|
|
Total short-term debt
|
|
$
|
1,036,976
|
|
|
$
|
1,273,482
|
|
|
$
|
953,357
|
|
|
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
Secured debt (Note 11)
|
|
|
|
|
|
|
||||||
Asset-backed Canadian commercial paper conduit facility
|
|
$
|
158,162
|
|
|
$
|
174,779
|
|
|
$
|
141,013
|
|
Asset-backed U.S. commercial paper conduit facilities
|
|
281,311
|
|
|
279,457
|
|
|
286,205
|
|
|||
Asset-backed securitization debt
|
|
285,130
|
|
|
353,085
|
|
|
686,396
|
|
|||
Less: unamortized discount and debt issuance costs
|
|
(337
|
)
|
|
(461
|
)
|
|
(1,022
|
)
|
|||
Total secured debt
|
|
724,266
|
|
|
806,860
|
|
|
1,112,592
|
|
|||
|
|
|
|
|
|
|
||||||
Unsecured notes (at par value)
|
|
|
|
|
|
|
||||||
1.55% Medium-term notes due in 2017, issued November 2014
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||
6.80% Medium-term notes due in 2018, issued May 2008
|
|
877,488
|
|
|
877,488
|
|
|
877,488
|
|
|||
2.25% Medium-term notes due in 2019, issued January 2016
|
|
600,000
|
|
|
600,000
|
|
|
600,000
|
|
|||
Floating-rate Medium-term notes due in 2019, issued March 2017
(a)
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|||
2.40% Medium-term notes due in 2019, issued September 2014
|
|
600,000
|
|
|
600,000
|
|
|
600,000
|
|
|||
2.15% Medium-term notes due in 2020, issued February 2015
|
|
600,000
|
|
|
600,000
|
|
|
600,000
|
|
|||
2.40% Medium-term notes due in 2020, issued March 2017
|
|
350,000
|
|
|
350,000
|
|
|
350,000
|
|
|||
2.85% Medium-term notes due in 2021, issued January 2016
|
|
600,000
|
|
|
600,000
|
|
|
600,000
|
|
|||
2.55% Medium-term notes due in 2022, issued June 2017
|
|
400,000
|
|
|
400,000
|
|
|
—
|
|
|||
3.35% Medium-term notes due in 2023, issued February 2018
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|||
3.50% Senior unsecured notes due in 2025, issued July 2015
|
|
450,000
|
|
|
450,000
|
|
|
450,000
|
|
|||
4.625% Senior unsecured notes due in 2045, issued July 2015
|
|
300,000
|
|
|
300,000
|
|
|
300,000
|
|
|||
Less: unamortized discount and debt issuance costs
|
|
(20,564
|
)
|
|
(19,821
|
)
|
|
(22,222
|
)
|
|||
Gross long-term debt
|
|
5,981,190
|
|
|
5,714,527
|
|
|
6,017,858
|
|
|||
Less: current portion of long-term debt, net of unamortized discount and debt issuance costs
|
|
(1,872,679
|
)
|
|
(1,127,269
|
)
|
|
(697,061
|
)
|
|||
Total long-term debt
|
|
$
|
4,108,511
|
|
|
$
|
4,587,258
|
|
|
$
|
5,320,797
|
|
|
April 1, 2018
|
||||||||||||||||||||||
|
Finance receivables
|
|
Allowance for credit losses
|
|
Restricted cash
|
|
Other assets
|
|
Total assets
|
|
Asset-backed debt
|
||||||||||||
On-balance sheet assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed securitizations
|
$
|
367,584
|
|
|
$
|
(11,387
|
)
|
|
$
|
38,207
|
|
|
$
|
1,207
|
|
|
$
|
395,611
|
|
|
$
|
284,793
|
|
Asset-backed U.S. commercial paper conduit facilities
|
299,318
|
|
|
(9,297
|
)
|
|
16,933
|
|
|
968
|
|
|
307,922
|
|
|
281,311
|
|
||||||
Unconsolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
183,073
|
|
|
(3,085
|
)
|
|
10,600
|
|
|
320
|
|
|
190,908
|
|
|
158,162
|
|
||||||
Total on-balance sheet assets and liabilities
|
$
|
849,975
|
|
|
$
|
(23,769
|
)
|
|
$
|
65,740
|
|
|
$
|
2,495
|
|
|
$
|
894,441
|
|
|
$
|
724,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2017
|
||||||||||||||||||||||
|
Finance receivables
|
|
Allowance for credit losses
|
|
Restricted cash
|
|
Other assets
|
|
Total assets
|
|
Asset-backed debt
|
||||||||||||
On-balance sheet assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed securitizations
|
$
|
439,301
|
|
|
$
|
(13,686
|
)
|
|
$
|
34,919
|
|
|
$
|
1,260
|
|
|
$
|
461,794
|
|
|
$
|
352,624
|
|
Asset-backed U.S. commercial paper conduit facilities
|
300,530
|
|
|
(9,392
|
)
|
|
13,787
|
|
|
888
|
|
|
305,813
|
|
|
279,457
|
|
||||||
Unconsolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
203,691
|
|
|
(3,746
|
)
|
|
9,983
|
|
|
470
|
|
|
210,398
|
|
|
174,779
|
|
||||||
Total on-balance sheet assets and liabilities
|
$
|
943,522
|
|
|
$
|
(26,824
|
)
|
|
$
|
58,689
|
|
|
$
|
2,618
|
|
|
$
|
978,005
|
|
|
$
|
806,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
March 26, 2017
|
||||||||||||||||||||||
|
Finance receivables
|
|
Allowance for credit losses
|
|
Restricted cash
|
|
Other assets
|
|
Total assets
|
|
Asset-backed debt
|
||||||||||||
On-balance sheet assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed securitizations
|
$
|
772,152
|
|
|
$
|
(23,239
|
)
|
|
$
|
63,473
|
|
|
$
|
2,532
|
|
|
$
|
814,918
|
|
|
$
|
685,374
|
|
Asset-backed U.S. commercial paper conduit facilities
|
304,091
|
|
|
(9,178
|
)
|
|
15,781
|
|
|
672
|
|
|
311,366
|
|
|
286,205
|
|
||||||
Unconsolidated VIEs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
155,240
|
|
|
(3,048
|
)
|
|
11,025
|
|
|
382
|
|
|
163,599
|
|
|
141,013
|
|
||||||
Total on-balance sheet assets and liabilities
|
$
|
1,231,483
|
|
|
$
|
(35,465
|
)
|
|
$
|
90,279
|
|
|
$
|
3,586
|
|
|
$
|
1,289,883
|
|
|
$
|
1,112,592
|
|
|
2018
|
|
2017
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
32,900
|
|
|
$
|
29,300
|
|
|
$
|
333,400
|
|
|
$
|
300,000
|
|
|
2018
|
|
2017
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
7,600
|
|
|
$
|
6,200
|
|
|
$
|
6,300
|
|
|
$
|
5,500
|
|
|
April 1,
2018 |
|
December 31,
2017 |
|
March 26,
2017 |
||||||
On-balance sheet retail motorcycle finance receivables
|
$
|
5,923,564
|
|
|
$
|
5,993,185
|
|
|
$
|
5,867,143
|
|
Off-balance sheet retail motorcycle finance receivables
|
127,643
|
|
|
146,425
|
|
|
212,764
|
|
|||
Total serviced retail motorcycle finance receivables
|
$
|
6,051,207
|
|
|
$
|
6,139,610
|
|
|
$
|
6,079,907
|
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
On-balance sheet retail motorcycle finance receivables
|
$
|
32,173
|
|
|
$
|
32,902
|
|
Off-balance sheet retail motorcycle finance receivables
|
361
|
|
|
414
|
|
||
Total serviced retail motorcycle finance receivables
|
$
|
32,534
|
|
|
$
|
33,316
|
|
|
April 1, 2018
|
||||||||||||||
|
Balance
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
653,124
|
|
|
$
|
326,324
|
|
|
$
|
326,800
|
|
|
$
|
—
|
|
Marketable securities
|
49,402
|
|
|
49,402
|
|
|
—
|
|
|
—
|
|
||||
Derivatives
|
3,613
|
|
|
—
|
|
|
3,613
|
|
|
—
|
|
||||
Total
|
$
|
706,139
|
|
|
$
|
375,726
|
|
|
$
|
330,413
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
22,850
|
|
|
$
|
—
|
|
|
$
|
22,850
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
Balance
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
488,432
|
|
|
$
|
358,500
|
|
|
$
|
129,932
|
|
|
$
|
—
|
|
Marketable securities
|
48,006
|
|
|
48,006
|
|
|
—
|
|
|
—
|
|
||||
Derivatives
|
1,769
|
|
|
—
|
|
|
1,769
|
|
|
—
|
|
||||
Total
|
$
|
538,207
|
|
|
$
|
406,506
|
|
|
$
|
131,701
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
21,308
|
|
|
$
|
—
|
|
|
$
|
21,308
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
March 26, 2017
|
||||||||||||||
|
Balance
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
628,895
|
|
|
$
|
370,084
|
|
|
$
|
258,811
|
|
|
$
|
—
|
|
Marketable securities
|
46,678
|
|
|
41,674
|
|
|
5,004
|
|
|
—
|
|
||||
Derivatives
|
12,446
|
|
|
—
|
|
|
12,446
|
|
|
—
|
|
||||
Total
|
$
|
688,019
|
|
|
$
|
411,758
|
|
|
$
|
276,261
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
1,052
|
|
|
$
|
—
|
|
|
$
|
1,052
|
|
|
$
|
—
|
|
|
April 1, 2018
|
|
December 31, 2017
|
|
March 26, 2017
|
||||||||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance receivables, net
|
$
|
7,195,908
|
|
|
$
|
7,126,442
|
|
|
$
|
7,021,549
|
|
|
$
|
6,965,086
|
|
|
$
|
7,225,210
|
|
|
$
|
7,146,122
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unsecured commercial paper
|
$
|
1,036,976
|
|
|
$
|
1,036,976
|
|
|
$
|
1,273,482
|
|
|
$
|
1,273,482
|
|
|
$
|
953,357
|
|
|
$
|
953,357
|
|
Asset-backed U.S. commercial paper conduit facilities
|
$
|
281,311
|
|
|
$
|
281,311
|
|
|
$
|
279,457
|
|
|
$
|
279,457
|
|
|
$
|
286,205
|
|
|
$
|
286,205
|
|
Asset-backed Canadian commercial paper conduit facility
|
$
|
158,162
|
|
|
$
|
158,162
|
|
|
$
|
174,779
|
|
|
$
|
174,779
|
|
|
$
|
141,013
|
|
|
$
|
141,013
|
|
Medium-term notes
|
$
|
4,486,399
|
|
|
$
|
4,514,798
|
|
|
$
|
4,189,092
|
|
|
$
|
4,165,706
|
|
|
$
|
4,234,664
|
|
|
$
|
4,163,797
|
|
Senior unsecured notes
|
$
|
750,440
|
|
|
$
|
742,126
|
|
|
$
|
784,433
|
|
|
$
|
741,961
|
|
|
$
|
755,646
|
|
|
$
|
741,469
|
|
Asset-backed securitization debt
|
$
|
283,591
|
|
|
$
|
284,793
|
|
|
$
|
351,767
|
|
|
$
|
352,624
|
|
|
$
|
685,953
|
|
|
$
|
685,374
|
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Balance, beginning of period
|
$
|
94,202
|
|
|
$
|
79,482
|
|
Warranties issued during the period
|
14,606
|
|
|
16,752
|
|
||
Settlements made during the period
|
(16,638
|
)
|
|
(19,333
|
)
|
||
Recalls and changes to pre-existing warranty liabilities
|
2,905
|
|
|
1,310
|
|
||
Balance, end of period
|
$
|
95,075
|
|
|
$
|
78,211
|
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Pension and SERPA Benefits
|
|
|
|
||||
Service cost
|
$
|
8,155
|
|
|
$
|
7,896
|
|
Interest cost
|
20,590
|
|
|
21,269
|
|
||
Expected return on plan assets
|
(36,891
|
)
|
|
(35,345
|
)
|
||
Amortization of unrecognized:
|
|
|
|
||||
Prior service (credit) cost
|
(106
|
)
|
|
254
|
|
||
Net loss
|
15,819
|
|
|
10,998
|
|
||
Curtailment loss
|
1,018
|
|
|
—
|
|
||
Net periodic benefit cost
|
$
|
8,585
|
|
|
$
|
5,072
|
|
Postretirement Healthcare Benefits
|
|
|
|
||||
Service cost
|
$
|
1,812
|
|
|
$
|
1,875
|
|
Interest cost
|
2,897
|
|
|
3,412
|
|
||
Expected return on plan assets
|
(3,541
|
)
|
|
(3,156
|
)
|
||
Amortization of unrecognized:
|
|
|
|
||||
Prior service credit
|
(460
|
)
|
|
(543
|
)
|
||
Net loss
|
454
|
|
|
815
|
|
||
Net periodic benefit cost
|
$
|
1,162
|
|
|
$
|
2,403
|
|
|
|
Three months ended April 1, 2018
|
||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
(21,852
|
)
|
|
$
|
—
|
|
|
$
|
(17,254
|
)
|
|
$
|
(460,943
|
)
|
|
$
|
(500,049
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
6,915
|
|
|
—
|
|
|
(5,906
|
)
|
|
96,374
|
|
|
97,383
|
|
|||||
Income tax benefit (expense)
|
|
—
|
|
|
—
|
|
|
1,387
|
|
|
(22,629
|
)
|
|
(21,242
|
)
|
|||||
Net other comprehensive income (loss) before reclassifications
|
|
6,915
|
|
|
—
|
|
|
(4,519
|
)
|
|
73,745
|
|
|
76,141
|
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized (gains) losses - foreign currency contracts
(a)
|
|
—
|
|
|
—
|
|
|
6,709
|
|
|
—
|
|
|
6,709
|
|
|||||
Realized (gains) losses - commodity contracts
(a)
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
|||||
Realized (gains) losses - treasury rate locks
(b)
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
|||||
Prior service credits
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(566
|
)
|
|
(566
|
)
|
|||||
Actuarial losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,273
|
|
|
16,273
|
|
|||||
Total reclassifications before tax
|
|
—
|
|
|
—
|
|
|
6,908
|
|
|
15,707
|
|
|
22,615
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(1,624
|
)
|
|
(3,687
|
)
|
|
(5,311
|
)
|
|||||
Net reclassifications
|
|
—
|
|
|
—
|
|
|
5,284
|
|
|
12,020
|
|
|
17,304
|
|
|||||
Other comprehensive income
|
|
6,915
|
|
|
—
|
|
|
765
|
|
|
85,765
|
|
|
93,445
|
|
|||||
Balance, end of period
|
|
$
|
(14,937
|
)
|
|
$
|
—
|
|
|
$
|
(16,489
|
)
|
|
$
|
(375,178
|
)
|
|
$
|
(406,604
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 26, 2017
|
||||||||||||||||||
|
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
|
$
|
(68,132
|
)
|
|
$
|
(1,194
|
)
|
|
$
|
12,524
|
|
|
$
|
(508,579
|
)
|
|
$
|
(565,381
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
15,633
|
|
|
(16
|
)
|
|
(11,903
|
)
|
|
—
|
|
|
3,714
|
|
|||||
Income tax (expense) benefit
|
|
(76
|
)
|
|
6
|
|
|
4,409
|
|
|
—
|
|
|
4,339
|
|
|||||
Net other comprehensive income (loss) before reclassifications
|
|
15,557
|
|
|
(10
|
)
|
|
(7,494
|
)
|
|
—
|
|
|
8,053
|
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized (gains) losses - foreign currency contracts
(a)
|
|
—
|
|
|
—
|
|
|
(2,516
|
)
|
|
—
|
|
|
(2,516
|
)
|
|||||
Realized (gains) losses - commodity contracts
(a)
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||
Realized (gains) losses - treasury rate locks
(b)
|
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|||||
Prior service credits
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(289
|
)
|
|
(289
|
)
|
|||||
Actuarial losses
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,813
|
|
|
11,813
|
|
|||||
Total reclassifications before tax
|
|
—
|
|
|
—
|
|
|
(2,474
|
)
|
|
11,524
|
|
|
9,050
|
|
|||||
Income tax benefit (expense)
|
|
—
|
|
|
—
|
|
|
916
|
|
|
(4,268
|
)
|
|
(3,352
|
)
|
|||||
Net reclassifications
|
|
—
|
|
|
—
|
|
|
(1,558
|
)
|
|
7,256
|
|
|
5,698
|
|
|||||
Other comprehensive income (loss)
|
|
15,557
|
|
|
(10
|
)
|
|
(9,052
|
)
|
|
7,256
|
|
|
13,751
|
|
|||||
Balance, end of period
|
|
$
|
(52,575
|
)
|
|
$
|
(1,204
|
)
|
|
$
|
3,472
|
|
|
$
|
(501,323
|
)
|
|
$
|
(551,630
|
)
|
(a)
|
Amounts reclassified to net income are included in Motorcycles and Related Products cost of goods sold.
|
(b)
|
Amounts reclassified to net income are included in interest expense.
|
(c)
|
Amounts reclassified are included in the computation of net periodic benefit cost. See Note 14 for information related to pension and postretirement benefit plans.
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Motorcycles net revenue
|
$
|
1,363,947
|
|
|
$
|
1,328,711
|
|
Gross profit
|
473,773
|
|
|
474,823
|
|
||
Selling, administrative and engineering expense
|
254,093
|
|
|
238,277
|
|
||
Restructuring expense
|
46,842
|
|
|
—
|
|
||
Operating income from Motorcycles
|
172,838
|
|
|
236,546
|
|
||
Financial Services revenue
|
178,174
|
|
|
173,221
|
|
||
Financial Services expense
|
114,595
|
|
|
120,585
|
|
||
Operating income from Financial Services
|
63,579
|
|
|
52,636
|
|
||
Operating income
|
$
|
236,417
|
|
|
$
|
289,182
|
|
|
Three months ended April 1, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
$
|
1,366,246
|
|
|
$
|
—
|
|
|
$
|
(2,299
|
)
|
|
$
|
1,363,947
|
|
Financial Services
|
—
|
|
|
178,460
|
|
|
(286
|
)
|
|
178,174
|
|
||||
Total revenue
|
1,366,246
|
|
|
178,460
|
|
|
(2,585
|
)
|
|
1,542,121
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
890,174
|
|
|
—
|
|
|
—
|
|
|
890,174
|
|
||||
Financial Services interest expense
|
—
|
|
|
48,450
|
|
|
—
|
|
|
48,450
|
|
||||
Financial Services provision for credit losses
|
—
|
|
|
30,052
|
|
|
—
|
|
|
30,052
|
|
||||
Selling, administrative and engineering expense
|
254,401
|
|
|
38,391
|
|
|
(2,606
|
)
|
|
290,186
|
|
||||
Restructuring expense
|
46,842
|
|
|
—
|
|
|
—
|
|
|
46,842
|
|
||||
Total costs and expenses
|
1,191,417
|
|
|
116,893
|
|
|
(2,606
|
)
|
|
1,305,704
|
|
||||
Operating income
|
174,829
|
|
|
61,567
|
|
|
21
|
|
|
236,417
|
|
||||
Other income (expense), net
|
220
|
|
|
—
|
|
|
—
|
|
|
220
|
|
||||
Investment income
|
111,203
|
|
|
—
|
|
|
(110,000
|
)
|
|
1,203
|
|
||||
Interest expense
|
7,690
|
|
|
—
|
|
|
—
|
|
|
7,690
|
|
||||
Income before provision for income taxes
|
278,562
|
|
|
61,567
|
|
|
(109,979
|
)
|
|
230,150
|
|
||||
Provision for income taxes
|
40,233
|
|
|
15,154
|
|
|
—
|
|
|
55,387
|
|
||||
Net income
|
$
|
238,329
|
|
|
$
|
46,413
|
|
|
$
|
(109,979
|
)
|
|
$
|
174,763
|
|
|
Three months ended March 26, 2017
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
$
|
1,330,618
|
|
|
$
|
—
|
|
|
$
|
(1,907
|
)
|
|
$
|
1,328,711
|
|
Financial Services
|
—
|
|
|
173,557
|
|
|
(336
|
)
|
|
173,221
|
|
||||
Total revenue
|
1,330,618
|
|
|
173,557
|
|
|
(2,243
|
)
|
|
1,501,932
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
853,888
|
|
|
—
|
|
|
—
|
|
|
853,888
|
|
||||
Financial Services interest expense
|
—
|
|
|
43,289
|
|
|
—
|
|
|
43,289
|
|
||||
Financial Services provision for credit losses
|
—
|
|
|
43,589
|
|
|
—
|
|
|
43,589
|
|
||||
Selling, administrative and engineering expense
|
238,630
|
|
|
35,614
|
|
|
(2,260
|
)
|
|
271,984
|
|
||||
Total costs and expenses
|
1,092,518
|
|
|
122,492
|
|
|
(2,260
|
)
|
|
1,212,750
|
|
||||
Operating income
|
238,100
|
|
|
51,065
|
|
|
17
|
|
|
289,182
|
|
||||
Other income (expense), net
|
2,296
|
|
|
—
|
|
|
—
|
|
|
2,296
|
|
||||
Investment income
|
106,879
|
|
|
—
|
|
|
(106,000
|
)
|
|
879
|
|
||||
Interest expense
|
7,673
|
|
|
—
|
|
|
—
|
|
|
7,673
|
|
||||
Income before provision for income taxes
|
339,602
|
|
|
51,065
|
|
|
(105,983
|
)
|
|
284,684
|
|
||||
Provision for income taxes
|
79,157
|
|
|
19,158
|
|
|
—
|
|
|
98,315
|
|
||||
Net income
|
$
|
260,445
|
|
|
$
|
31,907
|
|
|
$
|
(105,983
|
)
|
|
$
|
186,369
|
|
|
April 1, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
403,009
|
|
|
$
|
350,508
|
|
|
$
|
—
|
|
|
$
|
753,517
|
|
Accounts receivable, net
|
686,265
|
|
|
—
|
|
|
(331,158
|
)
|
|
355,107
|
|
||||
Finance receivables, net
|
—
|
|
|
2,341,918
|
|
|
—
|
|
|
2,341,918
|
|
||||
Inventories
|
564,571
|
|
|
—
|
|
|
—
|
|
|
564,571
|
|
||||
Restricted cash
|
—
|
|
|
54,569
|
|
|
—
|
|
|
54,569
|
|
||||
Other current assets
|
108,613
|
|
|
44,724
|
|
|
(2,865
|
)
|
|
150,472
|
|
||||
Total current assets
|
1,762,458
|
|
|
2,791,719
|
|
|
(334,023
|
)
|
|
4,220,154
|
|
||||
Finance receivables, net
|
—
|
|
|
4,784,524
|
|
|
—
|
|
|
4,784,524
|
|
||||
Property, plant and equipment, net
|
887,522
|
|
|
47,123
|
|
|
—
|
|
|
934,645
|
|
||||
Prepaid pension costs
|
122,230
|
|
|
—
|
|
|
—
|
|
|
122,230
|
|
||||
Goodwill
|
56,524
|
|
|
—
|
|
|
—
|
|
|
56,524
|
|
||||
Deferred income taxes
|
36,140
|
|
|
42,543
|
|
|
(1,059
|
)
|
|
77,624
|
|
||||
Other long-term assets
|
145,344
|
|
|
23,514
|
|
|
(86,938
|
)
|
|
81,920
|
|
||||
|
$
|
3,010,218
|
|
|
$
|
7,689,423
|
|
|
$
|
(422,020
|
)
|
|
$
|
10,277,621
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
297,162
|
|
|
$
|
353,036
|
|
|
$
|
(331,158
|
)
|
|
$
|
319,040
|
|
Accrued liabilities
|
462,279
|
|
|
106,149
|
|
|
(2,020
|
)
|
|
566,408
|
|
||||
Short-term debt
|
—
|
|
|
1,036,976
|
|
|
—
|
|
|
1,036,976
|
|
||||
Current portion of long-term debt, net
|
—
|
|
|
1,872,679
|
|
|
—
|
|
|
1,872,679
|
|
||||
Total current liabilities
|
759,441
|
|
|
3,368,840
|
|
|
(333,178
|
)
|
|
3,795,103
|
|
||||
Long-term debt, net
|
742,126
|
|
|
3,366,385
|
|
|
—
|
|
|
4,108,511
|
|
||||
Pension liability
|
54,921
|
|
|
—
|
|
|
—
|
|
|
54,921
|
|
||||
Postretirement healthcare liability
|
113,031
|
|
|
—
|
|
|
—
|
|
|
113,031
|
|
||||
Other long-term liabilities
|
171,389
|
|
|
35,899
|
|
|
2,818
|
|
|
210,106
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
1,169,310
|
|
|
918,299
|
|
|
(91,660
|
)
|
|
1,995,949
|
|
||||
|
$
|
3,010,218
|
|
|
$
|
7,689,423
|
|
|
$
|
(422,020
|
)
|
|
$
|
10,277,621
|
|
|
December 31, 2017
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
338,186
|
|
|
$
|
349,335
|
|
|
$
|
—
|
|
|
$
|
687,521
|
|
Accounts receivable, net
|
483,709
|
|
|
—
|
|
|
(153,723
|
)
|
|
329,986
|
|
||||
Finance receivables, net
|
—
|
|
|
2,105,662
|
|
|
—
|
|
|
2,105,662
|
|
||||
Inventories
|
538,202
|
|
|
—
|
|
|
—
|
|
|
538,202
|
|
||||
Restricted cash
|
—
|
|
|
47,518
|
|
|
—
|
|
|
47,518
|
|
||||
Other current assets
|
132,999
|
|
|
48,521
|
|
|
(5,667
|
)
|
|
175,853
|
|
||||
Total current assets
|
1,493,096
|
|
|
2,551,036
|
|
|
(159,390
|
)
|
|
3,884,742
|
|
||||
Finance receivables, net
|
—
|
|
|
4,859,424
|
|
|
—
|
|
|
4,859,424
|
|
||||
Property, plant and equipment, net
|
922,280
|
|
|
45,501
|
|
|
—
|
|
|
967,781
|
|
||||
Prepaid pension costs
|
19,816
|
|
|
—
|
|
|
—
|
|
|
19,816
|
|
||||
Goodwill
|
55,947
|
|
|
—
|
|
|
—
|
|
|
55,947
|
|
||||
Deferred income taxes
|
66,877
|
|
|
43,515
|
|
|
(1,319
|
)
|
|
109,073
|
|
||||
Other long-term assets
|
138,344
|
|
|
23,593
|
|
|
(86,048
|
)
|
|
75,889
|
|
||||
|
$
|
2,696,360
|
|
|
$
|
7,523,069
|
|
|
$
|
(246,757
|
)
|
|
$
|
9,972,672
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
214,263
|
|
|
$
|
167,057
|
|
|
$
|
(153,723
|
)
|
|
$
|
227,597
|
|
Accrued liabilities
|
444,028
|
|
|
90,942
|
|
|
(5,148
|
)
|
|
529,822
|
|
||||
Short-term debt
|
—
|
|
|
1,273,482
|
|
|
—
|
|
|
1,273,482
|
|
||||
Current portion of long-term debt, net
|
—
|
|
|
1,127,269
|
|
|
—
|
|
|
1,127,269
|
|
||||
Total current liabilities
|
658,291
|
|
|
2,658,750
|
|
|
(158,871
|
)
|
|
3,158,170
|
|
||||
Long-term debt, net
|
741,961
|
|
|
3,845,297
|
|
|
—
|
|
|
4,587,258
|
|
||||
Pension liability
|
54,606
|
|
|
—
|
|
|
—
|
|
|
54,606
|
|
||||
Postretirement healthcare liability
|
118,753
|
|
|
—
|
|
|
—
|
|
|
118,753
|
|
||||
Other long-term liabilities
|
171,200
|
|
|
35,503
|
|
|
2,905
|
|
|
209,608
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
951,549
|
|
|
983,519
|
|
|
(90,791
|
)
|
|
1,844,277
|
|
||||
|
$
|
2,696,360
|
|
|
$
|
7,523,069
|
|
|
$
|
(246,757
|
)
|
|
$
|
9,972,672
|
|
|
March 26, 2017
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
479,439
|
|
|
$
|
360,261
|
|
|
$
|
—
|
|
|
$
|
839,700
|
|
Marketable securities
|
5,004
|
|
|
—
|
|
|
—
|
|
|
5,004
|
|
||||
Accounts receivable, net
|
740,231
|
|
|
—
|
|
|
(404,653
|
)
|
|
335,578
|
|
||||
Finance receivables, net
|
—
|
|
|
2,354,095
|
|
|
—
|
|
|
2,354,095
|
|
||||
Inventories
|
485,476
|
|
|
—
|
|
|
—
|
|
|
485,476
|
|
||||
Restricted cash
|
—
|
|
|
75,705
|
|
|
—
|
|
|
75,705
|
|
||||
Other current assets
|
102,298
|
|
|
40,064
|
|
|
—
|
|
|
142,362
|
|
||||
Total current assets
|
1,812,448
|
|
|
2,830,125
|
|
|
(404,653
|
)
|
|
4,237,920
|
|
||||
Finance receivables, net
|
—
|
|
|
4,792,027
|
|
|
—
|
|
|
4,792,027
|
|
||||
Property, plant and equipment, net
|
913,462
|
|
|
39,582
|
|
|
—
|
|
|
953,044
|
|
||||
Goodwill
|
53,967
|
|
|
—
|
|
|
—
|
|
|
53,967
|
|
||||
Deferred income taxes
|
98,291
|
|
|
68,306
|
|
|
(1,401
|
)
|
|
165,196
|
|
||||
Other long-term assets
|
137,712
|
|
|
25,790
|
|
|
(83,801
|
)
|
|
79,701
|
|
||||
|
$
|
3,015,880
|
|
|
$
|
7,755,830
|
|
|
$
|
(489,855
|
)
|
|
$
|
10,281,855
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
333,227
|
|
|
$
|
430,110
|
|
|
$
|
(404,653
|
)
|
|
$
|
358,684
|
|
Accrued liabilities
|
442,181
|
|
|
105,060
|
|
|
396
|
|
|
547,637
|
|
||||
Short-term debt
|
—
|
|
|
953,357
|
|
|
—
|
|
|
953,357
|
|
||||
Current portion of long-term debt, net
|
—
|
|
|
697,061
|
|
|
—
|
|
|
697,061
|
|
||||
Total current liabilities
|
775,408
|
|
|
2,185,588
|
|
|
(404,257
|
)
|
|
2,556,739
|
|
||||
Long-term debt, net
|
741,469
|
|
|
4,579,328
|
|
|
—
|
|
|
5,320,797
|
|
||||
Pension liability
|
52,559
|
|
|
—
|
|
|
—
|
|
|
52,559
|
|
||||
Postretirement healthcare liability
|
171,143
|
|
|
—
|
|
|
—
|
|
|
171,143
|
|
||||
Other long-term liabilities
|
152,974
|
|
|
31,506
|
|
|
2,728
|
|
|
187,208
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
1,122,327
|
|
|
959,408
|
|
|
(88,326
|
)
|
|
1,993,409
|
|
||||
|
$
|
3,015,880
|
|
|
$
|
7,755,830
|
|
|
$
|
(489,855
|
)
|
|
$
|
10,281,855
|
|
|
Three months ended April 1, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
238,329
|
|
|
$
|
46,413
|
|
|
$
|
(109,979
|
)
|
|
$
|
174,763
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of intangibles
|
61,405
|
|
|
1,068
|
|
|
—
|
|
|
62,473
|
|
||||
Amortization of deferred loan origination costs
|
—
|
|
|
20,116
|
|
|
—
|
|
|
20,116
|
|
||||
Amortization of financing origination fees
|
165
|
|
|
1,863
|
|
|
—
|
|
|
2,028
|
|
||||
Provision for long-term employee benefits
|
9,747
|
|
|
—
|
|
|
—
|
|
|
9,747
|
|
||||
Employee benefit plan contributions and payments
|
(5,486
|
)
|
|
—
|
|
|
—
|
|
|
(5,486
|
)
|
||||
Stock compensation expense
|
7,072
|
|
|
890
|
|
|
—
|
|
|
7,962
|
|
||||
Net change in wholesale finance receivables related to sales
|
—
|
|
|
—
|
|
|
(239,902
|
)
|
|
(239,902
|
)
|
||||
Provision for credit losses
|
—
|
|
|
30,052
|
|
|
—
|
|
|
30,052
|
|
||||
Deferred income taxes
|
2,469
|
|
|
979
|
|
|
(260
|
)
|
|
3,188
|
|
||||
Other, net
|
(2,081
|
)
|
|
200
|
|
|
(21
|
)
|
|
(1,902
|
)
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
(195,123
|
)
|
|
—
|
|
|
177,435
|
|
|
(17,688
|
)
|
||||
Finance receivables - accrued interest and other
|
—
|
|
|
4,758
|
|
|
—
|
|
|
4,758
|
|
||||
Inventories
|
(21,542
|
)
|
|
—
|
|
|
—
|
|
|
(21,542
|
)
|
||||
Accounts payable and accrued liabilities
|
121,833
|
|
|
201,056
|
|
|
(173,966
|
)
|
|
148,923
|
|
||||
Derivative instruments
|
666
|
|
|
36
|
|
|
—
|
|
|
702
|
|
||||
Other
|
9,935
|
|
|
6,269
|
|
|
(2,802
|
)
|
|
13,402
|
|
||||
Total adjustments
|
(10,940
|
)
|
|
267,287
|
|
|
(239,516
|
)
|
|
16,831
|
|
||||
Net cash provided by operating activities
|
227,389
|
|
|
313,700
|
|
|
(349,495
|
)
|
|
191,594
|
|
||||
|
|
|
|
|
|
|
|
|
Three months ended April 1, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(25,746
|
)
|
|
(2,690
|
)
|
|
—
|
|
|
(28,436
|
)
|
||||
Origination of finance receivables
|
—
|
|
|
(1,786,309
|
)
|
|
988,242
|
|
|
(798,067
|
)
|
||||
Collections on finance receivables
|
—
|
|
|
1,558,547
|
|
|
(748,747
|
)
|
|
809,800
|
|
||||
Other
|
(4,948
|
)
|
|
—
|
|
|
—
|
|
|
(4,948
|
)
|
||||
Net cash used by investing activities
|
(30,694
|
)
|
|
(230,452
|
)
|
|
239,495
|
|
|
(21,651
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
—
|
|
|
347,553
|
|
|
—
|
|
|
347,553
|
|
||||
Repayments of securitization debt
|
—
|
|
|
(67,955
|
)
|
|
—
|
|
|
(67,955
|
)
|
||||
Borrowings of asset-backed commercial paper
|
—
|
|
|
35,504
|
|
|
—
|
|
|
35,504
|
|
||||
Repayments of asset-backed commercial paper
|
—
|
|
|
(45,907
|
)
|
|
—
|
|
|
(45,907
|
)
|
||||
Net decrease in credit facilities and unsecured commercial paper
|
—
|
|
|
(234,145
|
)
|
|
—
|
|
|
(234,145
|
)
|
||||
Dividends paid
|
(62,731
|
)
|
|
(110,000
|
)
|
|
110,000
|
|
|
(62,731
|
)
|
||||
Purchase of common stock for treasury
|
(72,968
|
)
|
|
—
|
|
|
—
|
|
|
(72,968
|
)
|
||||
Issuance of common stock under employee stock option plans
|
1,719
|
|
|
—
|
|
|
—
|
|
|
1,719
|
|
||||
Net cash used by financing activities
|
(133,980
|
)
|
|
(74,950
|
)
|
|
110,000
|
|
|
(98,930
|
)
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
2,108
|
|
|
(74
|
)
|
|
—
|
|
|
2,034
|
|
||||
Net increase in cash, cash equivalents and restricted cash
|
$
|
64,823
|
|
|
$
|
8,224
|
|
|
$
|
—
|
|
|
$
|
73,047
|
|
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
||||||||
Cash, cash equivalents and restricted cash—beginning of period
|
$
|
338,186
|
|
|
$
|
408,024
|
|
|
$
|
—
|
|
|
$
|
746,210
|
|
Net increase in cash, cash equivalents and restricted cash
|
64,823
|
|
|
8,224
|
|
|
—
|
|
|
73,047
|
|
||||
Cash, cash equivalents and restricted cash—end of period
|
$
|
403,009
|
|
|
$
|
416,248
|
|
|
$
|
—
|
|
|
$
|
819,257
|
|
|
Three months ended March 26, 2017
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Eliminations
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
260,445
|
|
|
$
|
31,907
|
|
|
$
|
(105,983
|
)
|
|
$
|
186,369
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of intangibles
|
53,241
|
|
|
1,659
|
|
|
—
|
|
|
54,900
|
|
||||
Amortization of deferred loan origination costs
|
—
|
|
|
20,078
|
|
|
—
|
|
|
20,078
|
|
||||
Amortization of financing origination fees
|
163
|
|
|
1,913
|
|
|
—
|
|
|
2,076
|
|
||||
Provision for long-term employee benefits
|
7,475
|
|
|
—
|
|
|
—
|
|
|
7,475
|
|
||||
Employee benefit plan contributions and payments
|
(29,957
|
)
|
|
—
|
|
|
—
|
|
|
(29,957
|
)
|
||||
Stock compensation expense
|
6,317
|
|
|
675
|
|
|
—
|
|
|
6,992
|
|
||||
Net change in wholesale finance receivables related to sales
|
—
|
|
|
—
|
|
|
(317,087
|
)
|
|
(317,087
|
)
|
||||
Provision for credit losses
|
—
|
|
|
43,589
|
|
|
—
|
|
|
43,589
|
|
||||
Deferred income taxes
|
6,728
|
|
|
(2,230
|
)
|
|
(509
|
)
|
|
3,989
|
|
||||
Other, net
|
(6,728
|
)
|
|
1,411
|
|
|
(17
|
)
|
|
(5,334
|
)
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
(278,803
|
)
|
|
—
|
|
|
239,573
|
|
|
(39,230
|
)
|
||||
Finance receivables - accrued interest and other
|
—
|
|
|
5,142
|
|
|
—
|
|
|
5,142
|
|
||||
Inventories
|
23,476
|
|
|
—
|
|
|
—
|
|
|
23,476
|
|
||||
Accounts payable and accrued liabilities
|
154,372
|
|
|
263,011
|
|
|
(234,455
|
)
|
|
182,928
|
|
||||
Derivative instruments
|
3,120
|
|
|
—
|
|
|
—
|
|
|
3,120
|
|
||||
Other
|
5,537
|
|
|
5,925
|
|
|
(49
|
)
|
|
11,413
|
|
||||
Total adjustments
|
(55,059
|
)
|
|
341,173
|
|
|
(312,544
|
)
|
|
(26,430
|
)
|
||||
Net cash provided by operating activities
|
205,386
|
|
|
373,080
|
|
|
(418,527
|
)
|
|
159,939
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(21,686
|
)
|
|
(2,281
|
)
|
|
—
|
|
|
(23,967
|
)
|
||||
Origination of finance receivables
|
—
|
|
|
(1,932,599
|
)
|
|
1,087,907
|
|
|
(844,692
|
)
|
||||
Collections on finance receivables
|
—
|
|
|
1,556,534
|
|
|
(775,380
|
)
|
|
781,154
|
|
||||
Other
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||
Net cash used by investing activities
|
(21,634
|
)
|
|
(378,346
|
)
|
|
312,527
|
|
|
(87,453
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
—
|
|
|
497,406
|
|
|
—
|
|
|
497,406
|
|
||||
Repayments of medium-term notes
|
—
|
|
|
(400,000
|
)
|
|
—
|
|
|
(400,000
|
)
|
||||
Repayments of securitization debt
|
—
|
|
|
(111,359
|
)
|
|
—
|
|
|
(111,359
|
)
|
||||
Borrowings of asset-backed commercial paper
|
—
|
|
|
305,209
|
|
|
—
|
|
|
305,209
|
|
||||
Repayments of asset-backed commercial paper
|
—
|
|
|
(29,383
|
)
|
|
—
|
|
|
(29,383
|
)
|
||||
Net decrease in credit facilities and unsecured commercial paper
|
—
|
|
|
(101,702
|
)
|
|
—
|
|
|
(101,702
|
)
|
||||
Dividends paid
|
(64,611
|
)
|
|
(106,000
|
)
|
|
106,000
|
|
|
(64,611
|
)
|
||||
Purchase of common stock for treasury
|
(79,753
|
)
|
|
—
|
|
|
—
|
|
|
(79,753
|
)
|
||||
Issuance of common stock under employee stock option plans
|
7,336
|
|
|
—
|
|
|
—
|
|
|
7,336
|
|
||||
Net cash (used) provided by financing activities
|
(137,028
|
)
|
|
54,171
|
|
|
106,000
|
|
|
23,143
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
7,175
|
|
|
44
|
|
|
—
|
|
|
7,219
|
|
||||
Net increase in cash, cash equivalents and restricted cash
|
$
|
53,899
|
|
|
$
|
48,949
|
|
|
$
|
—
|
|
|
$
|
102,848
|
|
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
||||||||
Cash, cash equivalents and restricted cash—beginning of period
|
$
|
425,540
|
|
|
$
|
401,591
|
|
|
$
|
—
|
|
|
$
|
827,131
|
|
Net increase in cash, cash equivalents and restricted cash
|
53,899
|
|
|
48,949
|
|
|
—
|
|
|
102,848
|
|
||||
Cash, cash equivalents and restricted cash—end of period
|
$
|
479,439
|
|
|
$
|
450,540
|
|
|
$
|
—
|
|
|
$
|
929,979
|
|
(in millions)
|
2018
|
|
2019
|
|
2020
|
|
Total
|
|
|
|
|
|
|
|
|
Cost related to temporary inefficiencies
|
$ 20 - $ 25
|
|
$15 - $20
|
|
n/a
|
|
$ 35 - $ 45
|
Restructuring expenses
|
$100 - $115
|
|
$35 - $40
|
|
n/a
|
|
$135 - $155
|
|
$120 - $140
|
|
$50 - $60
|
|
|
|
$170 - $200
|
% cash
|
70%
|
|
75%
|
|
|
|
70%
|
|
2018
|
|
2019
|
|
2020
|
|
Annual
Ongoing
|
Annual cash savings
|
-
|
|
$25 - $30
|
|
$45 - $50
|
|
$65 - $75
|
|
Three months ended
|
|
|
|
|
|||||||||
(in thousands, except earnings per share)
|
April 1,
2018 |
|
March 26,
2017 |
|
(Decrease)
Increase |
|
%
Change |
|||||||
Operating income from Motorcycles
|
$
|
172,838
|
|
|
$
|
236,546
|
|
|
$
|
(63,708
|
)
|
|
(26.9
|
)%
|
Operating income from Financial Services
|
63,579
|
|
|
52,636
|
|
|
10,943
|
|
|
20.8
|
|
|||
Operating income
|
236,417
|
|
|
289,182
|
|
|
(52,765
|
)
|
|
(18.2
|
)
|
|||
Other income (expense), net
|
220
|
|
|
2,296
|
|
|
(2,076
|
)
|
|
(90.4
|
)
|
|||
Investment income
|
1,203
|
|
|
879
|
|
|
324
|
|
|
36.9
|
|
|||
Interest expense
|
7,690
|
|
|
7,673
|
|
|
17
|
|
|
0.2
|
|
|||
Income before income taxes
|
230,150
|
|
|
284,684
|
|
|
(54,534
|
)
|
|
(19.2
|
)
|
|||
Provision for income taxes
|
55,387
|
|
|
98,315
|
|
|
(42,928
|
)
|
|
(43.7
|
)
|
|||
Net income
|
$
|
174,763
|
|
|
$
|
186,369
|
|
|
$
|
(11,606
|
)
|
|
(6.2
|
)%
|
Diluted earnings per share
|
$
|
1.03
|
|
|
$
|
1.05
|
|
|
$
|
(0.02
|
)
|
|
(1.9
|
)%
|
|
Three months ended
|
|
|
|
|
||||||
|
March 31,
2018 |
|
March 31,
2017 |
|
(Decrease)
Increase
|
|
%
Change |
||||
United States
|
29,309
|
|
|
33,316
|
|
|
(4,007
|
)
|
|
(12.0
|
)%
|
|
|
|
|
|
|
|
|
||||
Europe
(b)
|
9,716
|
|
|
8,984
|
|
|
732
|
|
|
8.1
|
|
EMEA - Other
|
1,146
|
|
|
1,183
|
|
|
(37
|
)
|
|
(3.1
|
)
|
Total EMEA
|
10,862
|
|
|
10,167
|
|
|
695
|
|
|
6.8
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific
(c)
|
4,452
|
|
|
4,897
|
|
|
(445
|
)
|
|
(9.1
|
)
|
Asia Pacific - Other
|
1,877
|
|
|
1,966
|
|
|
(89
|
)
|
|
(4.5
|
)
|
Total Asia Pacific
|
6,329
|
|
|
6,863
|
|
|
(534
|
)
|
|
(7.8
|
)
|
|
|
|
|
|
|
|
|
||||
Latin America
|
2,506
|
|
|
2,342
|
|
|
164
|
|
|
7.0
|
|
Canada
|
2,080
|
|
|
2,361
|
|
|
(281
|
)
|
|
(11.9
|
)
|
Total International Retail Sales
|
21,777
|
|
|
21,733
|
|
|
44
|
|
|
0.2
|
|
Total Worldwide Retail Sales
|
51,086
|
|
|
55,049
|
|
|
(3,963
|
)
|
|
(7.2
|
)%
|
(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 new retail sales, and the Company does not regularly verify the information that its dealers supply. 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.
|
(c)
|
Includes Japan, Australia, New Zealand and Korea. Prior period Asia Pacific retail sales have been reclassified to conform to the current year presentation.
|
|
Three months ended
|
|
|
|
|
||||||
|
March 31,
2018 |
|
March 31,
2017 |
|
Decrease
|
|
%
Change |
||||
United States
(b)
|
57,100
|
|
|
64,220
|
|
|
(7,120
|
)
|
|
(11.1
|
)%
|
Europe
(c)
|
93,217
|
|
|
100,533
|
|
|
(7,316
|
)
|
|
(7.3
|
)%
|
(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.
|
|
Three months ended
|
|
|
|
|
||||||||||||
|
April 1, 2018
|
|
March 26, 2017
|
|
|
|
|
||||||||||
|
Units
|
|
Mix %
|
|
Units
|
|
Mix %
|
|
Unit
(Decrease) Increase
|
|
Unit
% Change |
||||||
United States
|
38,797
|
|
|
60.7
|
%
|
|
45,784
|
|
|
64.6
|
%
|
|
(6,987
|
)
|
|
(15.3
|
)%
|
International
|
25,147
|
|
|
39.3
|
%
|
|
25,047
|
|
|
35.4
|
%
|
|
100
|
|
|
0.4
|
|
Harley-Davidson motorcycle units
|
63,944
|
|
|
100.0
|
%
|
|
70,831
|
|
|
100.0
|
%
|
|
(6,887
|
)
|
|
(9.7
|
)%
|
Touring motorcycle units
|
30,857
|
|
|
48.3
|
%
|
|
29,068
|
|
|
41.0
|
%
|
|
1,789
|
|
|
6.2
|
%
|
Cruiser motorcycle units
|
21,554
|
|
|
33.7
|
%
|
|
25,154
|
|
|
35.5
|
%
|
|
(3,600
|
)
|
|
(14.3
|
)
|
Sportster
®
/ Street motorcycle units
|
11,533
|
|
|
18.0
|
%
|
|
16,609
|
|
|
23.5
|
%
|
|
(5,076
|
)
|
|
(30.6
|
)
|
Harley-Davidson motorcycle units
|
63,944
|
|
|
100.0
|
%
|
|
70,831
|
|
|
100.0
|
%
|
|
(6,887
|
)
|
|
(9.7
|
)%
|
(a)
|
In connection with the adoption of ASU 2014-09, the Company has changed its presentation of disaggregated Motorcycles segment revenue and the prior period has been reclassified to reflect the new presentation.
|
|
Net
Revenue |
|
Cost of
Goods Sold |
|
Gross
Profit |
||||||
Three months ended March 26, 2017
|
$
|
1,328.7
|
|
|
$
|
853.9
|
|
|
$
|
474.8
|
|
Volume
|
(119.2
|
)
|
|
(75.7
|
)
|
|
(43.5
|
)
|
|||
Price, net of related costs
|
29.0
|
|
|
20.2
|
|
|
8.8
|
|
|||
Foreign currency exchange rates and hedging
|
39.6
|
|
|
24.1
|
|
|
15.5
|
|
|||
Shipment mix
|
85.8
|
|
|
49.4
|
|
|
36.4
|
|
|||
Raw material prices
|
—
|
|
|
4.2
|
|
|
(4.2
|
)
|
|||
Manufacturing and other costs
|
—
|
|
|
14.0
|
|
|
(14.0
|
)
|
|||
Total
|
35.2
|
|
|
36.2
|
|
|
(1.0
|
)
|
|||
Three months ended April 1, 2018
|
$
|
1,363.9
|
|
|
$
|
890.1
|
|
|
$
|
473.8
|
|
•
|
The decrease in volume was due to lower wholesale motorcycle shipments.
|
•
|
On average, wholesale prices for motorcycles shipped in the current period were higher than in the same period last year resulting in a favorable impact on revenue. The positive impact on revenue was partially offset by increased costs related to the additional content added to motorcycles shipped in the current period as compared to the same period last year.
|
•
|
Revenue was positively impacted by stronger weighted-average foreign currency exchange rates, relative to the U.S. dollar, as compared to the same period last year. The favorable revenue impact was partially offset by higher costs associated with unfavorable losses on currency hedging and the remeasurement of foreign-denominated balance sheet accounts, as compared to the prior year quarter.
|
•
|
Shipment mix changes resulted in a positive impact on gross profit resulting from favorable changes in the mix of motorcycle families.
|
•
|
Raw material prices were higher primarily due to increased steel and aluminum costs.
|
•
|
Manufacturing costs were negatively impacted by lower fixed cost absorption due to lower production, higher depreciation and temporary inefficiencies associated with the manufacturing optimization plan.
|
|
Three months ended
|
|
|
|
|
|||||||||
|
April 1, 2018
|
|
March 26, 2017
|
|
Increase
(Decrease) |
|
%
Change
|
|||||||
Interest income
|
$
|
154,041
|
|
|
$
|
150,728
|
|
|
$
|
3,313
|
|
|
2.2
|
%
|
Securitization and servicing income
|
352
|
|
|
574
|
|
|
(222
|
)
|
|
(38.7
|
)
|
|||
Other income
|
23,781
|
|
|
21,919
|
|
|
1,862
|
|
|
8.5
|
|
|||
Financial Services revenue
|
178,174
|
|
|
173,221
|
|
|
4,953
|
|
|
2.9
|
|
|||
Interest expense
|
48,450
|
|
|
43,289
|
|
|
5,161
|
|
|
11.9
|
|
|||
Provision for credit losses
|
30,052
|
|
|
43,589
|
|
|
(13,537
|
)
|
|
(31.1
|
)
|
|||
Operating expenses
|
36,093
|
|
|
33,707
|
|
|
2,386
|
|
|
7.1
|
|
|||
Financial Services expense
|
114,595
|
|
|
120,585
|
|
|
(5,990
|
)
|
|
(5.0
|
)
|
|||
Operating income from Financial Services
|
$
|
63,579
|
|
|
$
|
52,636
|
|
|
$
|
10,943
|
|
|
20.8
|
%
|
|
Three months ended
|
||||||
|
April 1,
2018 |
|
March 26,
2017 |
||||
Balance, beginning of period
|
$
|
192,471
|
|
|
$
|
173,343
|
|
Provision for credit losses
|
30,052
|
|
|
43,589
|
|
||
Charge-offs, net of recoveries
|
(32,173
|
)
|
|
(32,902
|
)
|
||
Balance, end of period
|
$
|
190,350
|
|
|
$
|
184,030
|
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|
Total
|
||||||||||
Principal payments on debt
|
$
|
2,088,427
|
|
|
$
|
2,682,631
|
|
|
$
|
1,168,009
|
|
|
$
|
1,100,000
|
|
|
$
|
7,039,067
|
|
Interest payments on debt
|
148,330
|
|
|
205,800
|
|
|
102,764
|
|
|
367,841
|
|
|
824,735
|
|
|||||
|
$
|
2,236,757
|
|
|
$
|
2,888,431
|
|
|
$
|
1,270,773
|
|
|
$
|
1,467,841
|
|
|
$
|
7,863,802
|
|
|
April 1, 2018
|
||
Cash and cash equivalents
|
$
|
753,517
|
|
|
|
||
Credit facilities
|
528,024
|
|
|
Asset-backed U.S. commercial paper conduit facilities
(a)
|
618,689
|
|
|
Asset-backed Canadian commercial paper conduit facility
(a)
|
12,534
|
|
|
Total availability under credit and conduit facilities
|
1,159,247
|
|
|
Total
|
$
|
1,912,764
|
|
(a)
|
Includes facilities expiring in the next twelve months which the Company expects to renew prior to expiration.
(1)
|
|
Three months ended
|
||||||
|
April 1, 2018
|
|
March 26, 2017
|
||||
Net cash provided by operating activities
|
$
|
191,594
|
|
|
$
|
159,939
|
|
Net cash used by investing activities
|
(21,651
|
)
|
|
(87,453
|
)
|
||
Net cash (used) provided by financing activities
|
(98,930
|
)
|
|
23,143
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
2,034
|
|
|
7,219
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
$
|
73,047
|
|
|
$
|
102,848
|
|
|
April 1,
2018 |
|
March 26,
2017 |
||||
Unsecured commercial paper
|
$
|
1,036,976
|
|
|
$
|
953,357
|
|
Asset-backed Canadian commercial paper conduit facility
|
158,162
|
|
|
141,013
|
|
||
Asset-backed U.S. commercial paper conduit facilities
|
281,311
|
|
|
286,205
|
|
||
Medium-term notes, net
|
4,514,798
|
|
|
4,163,797
|
|
||
Senior unsecured notes, net
|
742,126
|
|
|
741,469
|
|
||
Asset-backed securitization debt, net
|
284,793
|
|
|
685,374
|
|
||
Total debt
|
$
|
7,018,166
|
|
|
$
|
6,971,215
|
|
Principal Amount
|
|
Rate
|
|
Issue Date
|
|
Maturity Date
|
$877,488
|
|
6.80%
|
|
May 2008
|
|
June 2018
|
$600,000
|
|
2.25%
|
|
January 2016
|
|
January 2019
|
$150,000
|
|
Floating-rate
(a)
|
|
March 2017
|
|
March 2019
|
$600,000
|
|
2.40%
|
|
September 2014
|
|
September 2019
|
$600,000
|
|
2.15%
|
|
February 2015
|
|
February 2020
|
$350,000
|
|
2.40%
|
|
March 2017
|
|
June 2020
|
$600,000
|
|
2.85%
|
|
January 2016
|
|
January 2021
|
$400,000
|
|
2.55%
|
|
June 2017
|
|
June 2022
|
$350,000
|
|
3.35%
|
|
February 2018
|
|
February 2023
|
(a)
|
Floating interest rate based on LIBOR plus 35 bps.
|
|
2018
|
|
2017
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
7,600
|
|
|
$
|
6,200
|
|
|
$
|
6,300
|
|
|
$
|
5,500
|
|
|
2018
|
|
2017
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
32,900
|
|
|
$
|
29,300
|
|
|
$
|
333,400
|
|
|
$
|
300,000
|
|
•
|
Assume or incur certain liens;
|
•
|
Participate in certain mergers or consolidations; and
|
•
|
Purchase or hold margin stock.
|
2018 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 |
|||||
January 1 to February 4
|
1,141
|
|
|
$
|
51
|
|
|
1,141
|
|
|
10,594,144
|
|
February 5 to March 4
|
767,624
|
|
|
$
|
47
|
|
|
767,624
|
|
|
24,988,413
|
|
March 5 to April 1
|
834,536
|
|
|
$
|
44
|
|
|
834,536
|
|
|
24,155,467
|
|
Total
|
1,603,301
|
|
|
$
|
46
|
|
|
1,603,301
|
|
|
|
(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 units
|
Exhibit No.
|
|
Description
|
|
Officers' Certificate, dated February 9, 2018, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of 3.350% Medium-Term Notes due 2023
|
|
|
Form of Transition Agreement between the Registrant and Ms. Kumbier dated February 1, 2018
|
|
|
Chief Executive Officer Certification pursuant to Rule 13a-14(a)
|
|
|
Chief Financial Officer Certification pursuant to Rule 13a-14(a)
|
|
|
Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.
|
|
HARLEY-DAVIDSON, INC.
|
|
|
Date: May 10, 2018
|
/s/ John A. Olin
|
|
John A. Olin
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
(Principal financial officer)
|
Date: May 10, 2018
|
/s/ Mark R. Kornetzke
|
|
Mark R. Kornetzke
|
|
Chief Accounting Officer
|
|
(Principal accounting officer)
|
Issue Price: 99.912%
|
Maturity Date: February 15, 2023
|
Original Issue Date: February 9, 2018
|
Index Maturity:
|
|
[ ] Original Issue Discount Note
|
|
Total Amount of OID:
|
|
Yield to Maturity: %
|
|
Initial Accrual Period OID:
|
[X] Fixed Rate
|
|
Interest Rate: 3.350%
|
|
[ ] Floating Rate
|
|
Interest Rate Basis:
|
|
___ CD Rate
|
Specified Currency (if other than U.S. dollars): N/A
|
___ CMT Rate
[ ] CMT Reuters Page FRBCMT: |
|
[ ] CMT Reuters Page FEDCMT:
|
Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
|
___ Commercial Paper Rate
|
|
___ Federal Funds Rate
|
|
___ LIBOR
|
Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
|
|
|
___ Prime Rate
|
Place of Payment (if other than as set forth in the Indenture): N/A
|
___ Treasury Rate
|
|
___ Other
|
|
Spread (Plus Or Minus):
|
Initial Redemption Date:
|
|
Initial Redemption Percentage:
|
|
Annual Redemption Percentage Reduction:
|
|
Repayment Date:
|
Spread Multiplier: %
|
Renewable: [ ] Yes [ ] No
|
|
Extendible: [ ] Yes [ ] No
|
Interest Category:
|
|
[ ] Regular Floating Rate Note
|
Final Maturity Date:
|
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date: |
|
Fixed Interest Rate: %
|
|
[ ] Inverse Floating Rate Note
|
Initial Interest Rate:
|
Initial Interest Reset Date:
|
Maximum Interest Rate: %
|
Interest Reset Dates:
|
Minimum Interest Rate: %
|
Interest Payment Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate Note, other than as set forth below): N/A
|
|
Regular Record Dates (if other than as set forth below): N/A
|
|
Interest Determination Dates (if other than as set forth below): N/A
|
|
Additional Amounts applicable for Company:
|
|
[ ] Yes
|
|
[X] No
|
|
Additional Amounts applicable for Guarantor:
|
|
[ ] Yes
|
|
[X] No
|
|
Addendum Attached
|
Other Provisions:
|
[ ] Yes
|
|
[X] No
|
|
Authorized Denomination (only if non-U.S. dollar denominated Note): N/A
|
|
Calculation Agent (if other than the Trustee): N/A
|
|
Interest Payment Period: N/A
|
|
Money market yield =
|
D × 360
|
× 100
|
360 - (D × M)
|
Bond Equivalent Yield =
|
D × N
|
× 100
|
360 - (D × M)
|
Dated:
|
|
|
HARLEY-DAVIDSON CREDIT CORP.,
|
|
a Nevada corporation
|
|
|
|
By:
Name: Title: |
|
|
|
|
Attest:
|
|
|
|
By:
Name:
Title: |
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT - _______ Custodian ______
(Cust) (Minor) |
TEN ENT - as tenants by the entireties
|
under Uniform Gifts to Minors Act
|
JT TEN - as joint tenants with right of
survivorship and not as tenant in common |
(State) |
Dated:
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.
|
Date of Exchange
|
Amount of increase in Principal Amount of this Global Note
|
Amount of decrease in Principal Amount of this Global Note
|
Principal Amount of this Global Note following each decrease or increase
|
Signature of authorized signatory of Trustee
|
|
|
|
|
|
|
|
|
|
|
Issue Price: 99.912%
|
Maturity Date: February 15, 2023
|
Original Issue Date: February 9, 2018
|
Index Maturity:
|
|
[ ] Original Issue Discount Note
|
|
Total Amount of OID:
|
|
Yield to Maturity: %
|
|
Initial Accrual Period OID:
|
[X] Fixed Rate
|
|
Interest Rate: 3.350%
|
|
[ ] Floating Rate
|
|
Interest Rate Basis:
|
|
___ CD Rate
|
Specified Currency (if other than U.S. dollars): N/A
|
___ CMT Rate
[ ] CMT Reuters Page FRBCMT: |
|
[ ] CMT Reuters Page FEDCMT:
|
Option To Receive Payments In Specified Currency (non-U.S. dollar denominated Note): N/A
|
___ Commercial Paper Rate
|
|
___ Federal Funds Rate
|
|
___ LIBOR
|
Authorized Denomination: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
|
|
|
[ ] Yes
|
|
[X] No
|
|
Authorized Denomination (only if non-U.S. dollar denominated Note): N/A
|
|
Calculation Agent (if other than the Trustee): N/A
|
|
Interest Payment Period: N/A
|
|
Money market yield =
|
D × 360
|
× 100
|
360 - (D × M)
|
Bond Equivalent Yield =
|
D × N
|
× 100
|
360 - (D × M)
|
Dated:
|
|
|
HARLEY-DAVIDSON CREDIT CORP.,
|
|
a Nevada corporation
|
|
|
|
By:
Name: Title: |
|
|
|
|
Attest:
|
|
|
|
By:
Name:
Title: |
|
TEN COM - as tenants in common
|
UNIF GIFT MIN ACT - _______ Custodian ______
(Cust) (Minor) |
TEN ENT - as tenants by the entireties
|
under Uniform Gifts to Minors Act
|
JT TEN - as joint tenants with right of
survivorship and not as tenant in common |
(State) |
Dated:
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as it appears upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed.
|
Date of Exchange
|
Amount of increase in Principal Amount of this Global Note
|
Amount of decrease in Principal Amount of this Global Note
|
Principal Amount of this Global Note following each decrease or increase
|
Signature of authorized signatory of Trustee
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Harley-Davidson, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 10, 2018
|
/s/ Matthew S. Levatich
|
|
Matthew S. Levatich
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Harley-Davidson, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 10, 2018
|
/s/ John A. Olin
|
|
John A. Olin
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
Date: May 10, 2018
|
/s/ Matthew S. Levatich
|
|
Matthew S. Levatich
|
|
President and Chief Executive Officer
|
|
|
|
/s/ John A. Olin
|
|
John A. Olin
|
|
Senior Vice President and
|
|
Chief Financial Officer
|