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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
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Milwaukee
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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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Trading Symbol
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Name of each exchange on which registered
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Common Stock Par value, $.01 PER SHARE
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HOG
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Emerging growth company
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Non-accelerated filer
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Smaller reporting company
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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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Item 16.
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Expand total Harley-Davidson riders to 4 million in the U.S.
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Grow international business to 50% of annual HDMC revenue
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Launch 100 new, high-impact Harley-Davidson motorcycles beginning in 2017
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Deliver superior return on invested capital for HDMC that falls within the top quartile of the S&P® 500
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Grow the business without growing its environmental impact
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New products – keeping riders inspired by extending the Company's leadership in the market segments it has shaped and defined while unlocking new market opportunities
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Broader access – creating new pathways to Harley-Davidson, expanding access and appeal to more people around the world
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Stronger dealers – working side-by-side with the Company's global dealers to build stronger capabilities that lead to improved channel performance, greater profitability and a Harley-Davidson experience that exceeds riders' expectations
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Amplify brand – enhancing the Harley-Davidson experience to inspire interest in riding, foster moto-culture and build an even bigger, more passionate community of Harley-Davidson riders
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2019
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2018
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2017
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Motorcycles
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77.4
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%
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78.1
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%
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76.6
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%
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Parts & Accessories
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15.6
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%
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15.2
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%
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16.3
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%
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General Merchandise
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5.2
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%
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4.9
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%
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5.3
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%
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Licensing
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0.8
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%
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0.8
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%
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0.8
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%
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Other products and services
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1.0
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%
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1.0
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%
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1.0
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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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100.0
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%
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•
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Cruiser – emphasizes styling, customization and casual riding
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•
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Touring – emphasizes rider comfort and load capacity and incorporates features such as fairings and luggage compartments ideal for long rides
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•
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Standard – a basic motorcycle typically featuring upright seating for one or two passengers
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•
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Sportbike – incorporates racing technology and performance and aerodynamic styling and riding position
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Dual – designed with the capability for use on-road as well as for some off-road recreational use
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2019
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2018
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2017
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Industry new motorcycle registrations
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252,842
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263,750
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288,802
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Harley-Davidson new motorcycle registrations
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124,040
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131,064
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146,493
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Harley-Davidson U.S. market share
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49.1
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%
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49.7
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%
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50.7
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%
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(a)
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Data includes on-road 601+cc models and electric motorcycles with kW peak power equivalents greater than 600cc's. On-road 601+cc models include dual models, three-wheeled motorcycles 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. 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. Management's Discussion and Analysis. The Company’s source for retail sales data in Item 7. Management's Discussion and Analysis is sales and warranty registrations provided by independent Harley-Davidson dealers as compiled by the Company. The retail sales data in Item 7. Management's Discussion and Analysis includes sales of Harley-Davidson Street® 500 motorcycles which are excluded from this table. In addition, small differences may arise related to the timing of data submissions to the independent sources.
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2019
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2018
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2017
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Industry new motorcycle registrations
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425,998
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397,669
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390,619
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Harley-Davidson new motorcycle registrations
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37,813
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40,930
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38,115
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Harley-Davidson European market share
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8.9
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%
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10.3
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%
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9.8
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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 motorcycles 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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Europe industry 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, 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. Management's Discussion and Analysis. The Company’s source for retail sales data in Item 7. Management's Discussion and Analysis is sales and warranty registrations provided by Harley-Davidson dealers as compiled by the Company. The retail sales data in Item 7. Management's Discussion and Analysis includes sales of Harley-Davidson Street® 500 motorcycles which are excluded from this table. In addition, some differences may arise related to the timing of data submissions to the independent sources.
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U.S.
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Canada
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EMEA
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Asia Pacific
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Latin America
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Total
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Independent dealership points
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698
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69
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423
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313
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66
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1,569
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York, Pennsylvania – International Association of Machinist and Aerospace Workers (IAM), agreement will expire on October 15, 2022
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Milwaukee, Wisconsin – United Steelworkers of America (USW) and IAM, agreements will expire on March 31, 2024
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Tomahawk, Wisconsin – USW, agreement will expire on March 31, 2024
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The Company may not be able to successfully execute its short-term and long-term business plans and strategies. There is no assurance that the Company will be able to execute its business plans and strategies, including the elements of the More Roads plan for growth that the Company disclosed on July 30, 2018 and updated September 24, 2019, and strengthen its existing business while enabling growth. The Company’s ability to meet the objectives, milestones, outlooks, and goals in the More Roads plan depends upon, among other factors, the Company’s ability to: (i) realize expectations concerning market demand for electric, middleweight, and small-displacement models, which may depend in part on the building of necessary infrastructure, (ii) develop and introduce products on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, (iii) successfully carry out its global manufacturing and assembly operations, (iv) manage risks that arise through expanding international manufacturing, operations and sales, (v) effectively implement changes relating to its dealers and distribution methods, (vi) accurately analyze, predict and react to changing market conditions, (vii) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new competitors, (viii) reduce other costs to offset costs of the More Roads plan and redirect capital without adversely affecting its existing operations, and (ix) avoid adverse impacts to its operations and/or demand for its products that may result from widespread infectious disease, in particular as it relates to its small displacement plans in Asia. Without limitation, the Company sees 2020 as the pivotal year in the transformation of the Company under the More Roads plan, and the Company faces challenges, risks and uncertainties in executing the plan. As a result, the Company may not realize its expectation of significant growth in 2021 or its goals for 2022 under the plan. The Company also may not be able to achieve the 2027 objectives under the Company's long-term strategy to build the next generation of Harley-Davidson riders globally.
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The Company’s strategy to grow ridership may not 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 new customers, including new riders, competitive riders and those who have motorcycle licenses but do not currently ride. The Company’s efforts toward expanding to 4 million total Harley-Davidson riders in the U.S. through 2027 and growing ridership internationally may not be successful, and achieving such growth in ridership may still not adequately meet the desired result of driving unit sales growth. Further, growing ridership in the U.S. may be challenging because the motorcycle market in the U.S. has been stagnant or declining, and the Company expects those conditions to continue. 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 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 technologies, and at the same time, it is 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 that consumers desire. The Company may not be able to achieve its goal of introducing 100 new, high-impact motorcycle models between 2017 and 2027, and introducing those models may still not lead to the desired result of driving unit sales growth. 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. 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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Changes in general economic and business conditions, tightening of credit and retail markets, political events or other factors may adversely impact independent 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 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
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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 Harley-Davidson 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 financial services operations are exposed to credit risk on its retail and wholesale finance 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 repossessed 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, HDFS' efforts to increase prudently structured loan approvals to sub-prime borrowers, and new financing programs that may result in different loan performance than our existing programs.
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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. 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 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 enable them to reduce 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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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, particularly in light of the U.S. market conditions. There is no assurance that the Company will accomplish this international expansion. Further, to support that strategy, the Company must increase its presence outside the U.S., including additional employees and investment in business infrastructure and operations. International operations and sales are subject to various risks, including political and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government laws and regulations and U.S. laws and regulations that apply to international operations, the effects of income and withholding taxes, governmental expropriation and differences in business practices. The Company may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international operations and sales that could cause loss of revenues and earnings. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on the Company’s net sales, financial condition, profitability and cash flows. This includes, for example, the uncertainty related to the impact of United Kingdom’s withdrawal from the European Union (EU)
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Changes in trade policies, including the imposition of tariffs, their enforcement and downstream consequences, may continue to have a material adverse impact on our business, results of operations and outlook. Tariffs and/or other developments with respect to trade policies, trade agreements and government regulations could have a material adverse impact on the Company's business, financial condition and results of operations. Recent tariffs imposed by the EU and China resulted in material increases to the Company’s operating costs in 2018 and 2019. In 2018, the EU placed a 25% incremental tariff (31% total tariff) on motorcycles imported into the EU from the U.S., which is scheduled to increase to a 50% incremental tariff (56% total tariff) effective June 1, 2021. In addition, the U.S. government has imposed increased tariffs on imports from China (Section 301 tariffs), which has resulted in higher costs for components and products sourced from China.
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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. Based on the Company’s strategy, the Company may, from time to time, open, close, expand, contract or restructure one or more of its manufacturing facilities. The Company believes flexible manufacturing, including flexible supply chains and flexible labor agreements, is a key element to enable improvements in the Company’s ability to respond to customers in a cost effective manner(1). To execute this strategy, the Company must be successful in its implementation of facility changes and in its continuous improvement efforts, all of 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 must prevent and detect issues with its products, components purchased from suppliers and its suppliers’ manufacturing processes to reduce recall campaigns, warranty costs, litigation, product liability claims, delays in new model launches and regulatory investigations. 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, field actions such as product programs and product recalls, inquiries or investigations from regulatory agencies, and 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 liabilities 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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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, mobile applications, planned connected vehicle services offerings and other aspects of its business. The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to continually evolving cybersecurity risks. The Company's plan to offer connected vehicle services will heighten these 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 breaches or misuses of data. The Company has experienced information security attacks, but to date they have not materially compromised the Company’s computing environment or resulted in a material impact on the Company’s business or operations or the release of confidential information about employees, customers, dealers, suppliers or other third parties. Any future significant compromise or breach of the Company’s data security, whether external or internal, or misuse of customer, employee, dealer, supplier or Company data could result in disruption to the Company’s operations, significant costs, lost sales, fines and lawsuits and/or damage to the Company’s reputation. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous with new and evolving requirements, compliance could also result in the Company being required to incur additional costs.
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The Company is exposed to market risk from changes in foreign currency 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 margin, and cause volatility in results of operations. 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 enable them to reduce prices to U.S. consumers. 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, commodity prices, and interest rate risks, the Company does not attempt to manage its entire expected exposure, and these derivative financial 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 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 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, natural disasters or widespread infectious disease. Further, the Company's 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’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 primarily 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 independent 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 independent dealerships. As a result, the Company could face additional adverse consequences related to the termination of independent dealer relationships. Additionally, liquidating a former independent 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 independent dealer.
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The financial services operations are highly dependent on accessing capital markets to fund 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. 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 and reduced funds available through its financial services operations to provide loans to independent dealers and their retail customers. Additionally, 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, then the Company’s cost of borrowing could increase, which may result in reduced earnings and reduced interest margins, and the Company’s access to capital may be disrupted or impaired.
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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. Also, older technologies may fail, which may have a material adverse effect on the Company’s business and results of operations. In the case of the Company's planned electronic vehicle services offering, these risks are heightened because these services are dependent on (i) the successful implementation of complex third-party cloud solutions, (ii) the ability of a rider's motorcycle and mobile application to successfully connect to each other and (iii) the support of cellular carriers.
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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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Weather may impact retail sales by the Company's independent dealers. The Company has observed that abnormally cold and/or wet conditions in a region, including impacts from hurricanes or unusual storms, 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’s Motorcycles segment is dependent upon unionized labor. A substantial portion of the hourly production employees working in the Motorcycles segment are represented by unions and covered by collective bargaining agreements. HDMC is currently a party to three 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 Wisconsin will expire in 2024, and the agreement with employees in Pennsylvania will expire in 2022. 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. The Company's decisions regarding opening, closing, expanding, contracting or restructuring its facilities may require changes to existing or new bargaining agreements. Failure to renew 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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•
|
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 displacement motorcycles for certain periods of time. Riders typically are only permitted to obtain a license to ride larger displacement motorcycles upon reaching certain ages and/or having been licensed to ride smaller displacement motorcycles for a certain period of time, and only after passing additional tests and paying additional fees. These requirements pose obstacles to large displacement motorcycle ownership. Other countries have laws and regulations that prohibit motorcycles from being operated on certain roads and highways. These types of laws and regulations could adversely impact the Company’s plans to expand international sales.
|
•
|
The Company 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 Item 3. Legal Proceedings in this Form 10-K and in the other periodic reports that the Company files with the SEC for additional detail regarding lawsuits and other claims against the Company.
|
•
|
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.
|
•
|
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 liabilities, the rate of return on plan assets, current and projected healthcare costs, healthcare reform or legislation, retirement age and mortality. Changes in these factors can impact the expense, liabilities and cash requirements associated with these benefits which could have a material adverse effect on future results of operations, liquidity or shareholders’ equity. In addition, costs associated with these benefits put the Company under significant cost pressure as compared to its competitors that may not bear the costs of similar benefit plans. Furthermore, costs associated with complying with the Patient Protection and Affordable Care Act may produce additional cost pressure on the Company and its health care plans.
|
•
|
The Company must maintain stakeholder confidence in its corporate governance practices and operating ethics. 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.
|
•
|
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. The U.S. Congress has previously considered and may in the future implement restrictions on greenhouse gas emissions. In addition, several U.S. states, including states where the Company has manufacturing facilities, 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 U.S., including the Company’s supply chain. The Company’s manufacturing facilities use energy, including electricity and natural gas, and certain of the Company’s facilities emit amounts of greenhouse gas that may be affected by these legislative and regulatory efforts. Greenhouse gas regulation could increase the price of the electricity the Company purchases, increase costs for use of natural gas, potentially restrict access to or the use of natural gas, require the Company to purchase allowances to offset the Company’s own emissions or result in an overall increase in costs of raw materials, any one of which could increase the Company’s costs, reduce competitiveness in a global economy or otherwise negatively affect the Company’s business, operations or financial results. Many of the Company’s suppliers face similar circumstances. Physical risks to the Company’s business operations as identified by the Intergovernmental Panel on Climate Change and other expert bodies include scenarios such as sea level rise, extreme weather conditions and resource shortages. Extreme weather may disrupt the production and supply of component parts or other items such as natural gas, a fuel necessary for the manufacture of motorcycles and their components. Supply disruptions would raise market rates and jeopardize the continuity of motorcycle production.
|
•
|
Regulations related to materials that the Company purchases to use in its products could cause the Company to incur additional expenses and may have other adverse consequences. Laws or regulations impacting the Company's supply chain, such as the UK Modern Slavery Act, could affect the sourcing and availability of some of the raw materials that the Company uses in the manufacturing of its products. The Company's supply chain is complex, and if it is not able to fully understand its supply chain, then the Company may face reputational challenges with customers, investors or others and other adverse consequences. For example, many countries in which the Company distributes its products are beginning to introduce regulations that require knowledge and disclosure of virtually all materials and chemicals in the Company’s products. Accordingly, the Company could incur significant costs related to the process of complying with these laws, including potential difficulty or added costs in satisfying the disclosure requirements.
|
•
|
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.
|
Type of Facility
|
|
Location
|
|
Status
|
Motorcycle and Related Products:
|
|
|
|
|
Corporate office
|
|
Milwaukee, WI
|
|
Owned
|
Product development center
|
|
Wauwatosa, WI
|
|
Owned
|
Manufacturing(a)
|
|
Menomonee Falls, WI
|
|
Owned
|
Manufacturing(b)
|
|
Tomahawk, WI
|
|
Owned
|
Manufacturing(c)
|
|
York, PA
|
|
Owned
|
Manufacturing(d)
|
|
Rayong, Thailand
|
|
Owned
|
Manufacturing(e)
|
|
Manaus, Brazil
|
|
Leased
|
Manufacturing(f)
|
|
Bawal, India
|
|
Leased
|
|
|
|
|
|
Financial Services:
|
|
|
|
|
Corporate office
|
|
Chicago, IL
|
|
Leased
|
Wholesale and retail operations office
|
|
Plano, TX
|
|
Leased
|
Retail operations office
|
|
Carson City, NV
|
|
Owned
|
(a)
|
Motorcycle powertrain production
|
(b)
|
Production and painting of motorcycle component parts
|
(c)
|
Motorcycle parts fabrication, painting and assembly
|
(d)
|
Production of select models for certain Asian and European markets
|
(e)
|
Assembly of select models for the Brazilian market
|
(f)
|
Assembly of select models for the Indian market and production of Harley-Davidson® Street motorcycles for markets outside of North America
|
2019 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 30 to November 3
|
569,959
|
|
|
$
|
35
|
|
|
569,959
|
|
|
9,851,678
|
|
November 4 to December 1
|
438,496
|
|
|
$
|
36
|
|
|
438,496
|
|
|
9,414,221
|
|
December 2 to December 31
|
1,167,849
|
|
|
$
|
37
|
|
|
1,167,849
|
|
|
8,246,721
|
|
|
2,176,304
|
|
|
$
|
36
|
|
|
2,176,304
|
|
|
|
(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
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Harley-Davidson, Inc.
|
$
|
100
|
|
|
$
|
70
|
|
|
$
|
93
|
|
|
$
|
84
|
|
|
$
|
58
|
|
|
$
|
66
|
|
S&P’s MidCap 400 Index
|
$
|
100
|
|
|
$
|
96
|
|
|
$
|
116
|
|
|
$
|
135
|
|
|
$
|
120
|
|
|
$
|
152
|
|
S&P’s 500 Index
|
$
|
100
|
|
|
$
|
101
|
|
|
$
|
113
|
|
|
$
|
138
|
|
|
$
|
132
|
|
|
$
|
174
|
|
(in thousands, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Motorcycles and Related Products
|
$
|
4,572,678
|
|
|
$
|
4,968,646
|
|
|
$
|
4,915,027
|
|
|
$
|
5,271,376
|
|
|
$
|
5,308,744
|
|
Financial Services
|
789,111
|
|
|
748,229
|
|
|
732,197
|
|
|
725,082
|
|
|
686,658
|
|
|||||
|
$
|
5,361,789
|
|
|
$
|
5,716,875
|
|
|
$
|
5,647,224
|
|
|
$
|
5,996,458
|
|
|
$
|
5,995,402
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
423,635
|
|
|
$
|
531,451
|
|
|
$
|
521,759
|
|
|
$
|
692,164
|
|
|
$
|
752,207
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average shares:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
157,054
|
|
|
165,672
|
|
|
171,995
|
|
|
179,676
|
|
|
202,681
|
|
|||||
Diluted
|
157,804
|
|
|
166,504
|
|
|
172,932
|
|
|
180,535
|
|
|
203,686
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.70
|
|
|
$
|
3.21
|
|
|
$
|
3.03
|
|
|
$
|
3.85
|
|
|
$
|
3.71
|
|
Diluted
|
$
|
2.68
|
|
|
$
|
3.19
|
|
|
$
|
3.02
|
|
|
$
|
3.83
|
|
|
$
|
3.69
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid per share
|
$
|
1.50
|
|
|
$
|
1.48
|
|
|
$
|
1.46
|
|
|
$
|
1.40
|
|
|
$
|
1.24
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets(a)(c)
|
$
|
10,528,159
|
|
|
$
|
10,665,664
|
|
|
$
|
9,972,672
|
|
|
$
|
9,890,240
|
|
|
$
|
9,972,977
|
|
Debt(a)
|
$
|
7,444,930
|
|
|
$
|
7,599,276
|
|
|
$
|
6,988,009
|
|
|
$
|
6,807,567
|
|
|
$
|
6,872,198
|
|
Lease obligations(c)
|
$
|
63,460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shareholders' equity(b)
|
$
|
1,803,999
|
|
|
$
|
1,773,949
|
|
|
$
|
1,844,277
|
|
|
$
|
1,920,158
|
|
|
$
|
1,839,654
|
|
(a)
|
The Company adopted Accounting Standards Update (ASU) No. 2015-03 and ASU No. 2015-15 on January 1, 2016. Upon adoption, the Company reclassified debt issuance cost, other than those related to line of credit arrangements, from other assets to debt.
|
(b)
|
The Company adopted ASU No. 2014-09 on January 1, 2018. Upon adoption, the Company recorded a net increase to the opening balance of Retained earnings of $6.0 million, net of income taxes, to recognize the cumulative effect of the adoption.
|
(c)
|
The Company adopted ASU No. 2016-02 on January 1, 2019. Upon adoption, the Company recorded Lease assets and related lease liabilities related to the Company's leasing arrangements totaling approximately $60 million.
|
•
|
Its focus on increasing committed riders and investment in the Stronger Dealers growth catalyst of the More Roads plan
|
•
|
Its model year 2020 and 2021 motorcycles, including the Pan America™ and Harley-Davidson® Bronx™ middleweight models in late 2020
|
•
|
Expansion of the international independent dealer network
|
•
|
A declining U.S. motorcycle industry
|
•
|
A relative shift in rider preference toward market segments in which the Company does not currently compete, but plans to enter by the end of 2020
|
•
|
A marketplace crowded with highly competitive promotions, incentives and discounts
|
•
|
New middleweight motorcycles
|
•
|
Electric bicycles
|
•
|
A small displacement motorcycle in China
|
|
2018 Actual
|
|
2019 Actual
|
|
2020 Estimated
|
|
Total
|
||||||||
Manufacturing Optimization Plan:
|
|
|
|
|
|
|
|
||||||||
Costs related to temporary inefficiencies
|
$
|
12.9
|
|
|
$
|
10.3
|
|
|
$
|
—
|
|
|
$
|
23.2
|
|
Restructuring expenses
|
89.5
|
|
|
32.7
|
|
|
—
|
|
|
122.2
|
|
||||
|
$
|
102.4
|
|
|
$
|
43.0
|
|
|
$
|
—
|
|
|
$
|
145.4
|
|
Approximate cash expenditures
|
|
|
|
|
|
|
60%
|
|
|||||||
Reorganization Plan:
|
|
|
|
|
|
|
|
||||||||
Restructuring expenses (benefits)
|
$
|
3.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
3.6
|
|
Approximate cash expenditures
|
|
|
|
|
|
|
100
|
%
|
|||||||
|
|
|
2019 Actual
|
|
2020 Estimated
|
|
Annual Ongoing Estimated
|
||||||||
Annual cash savings:
|
|
|
|
|
|
|
|
||||||||
Manufacturing Optimization Plan
|
|
|
$32.2
|
|
$50 - $60
|
|
$65 - $75
|
||||||||
Reorganization Plan
|
|
|
$ 7.0
|
|
$7
|
|
$7
|
(in thousands, except earnings per share)
|
2019
|
|
2018
|
|
(Decrease)
Increase
|
|
% Change
|
|||||||
Operating income from Motorcycles and Related Products
|
$
|
289,620
|
|
|
$
|
422,363
|
|
|
$
|
(132,743
|
)
|
|
(31.4
|
)%
|
Operating income from Financial Services
|
265,988
|
|
|
291,160
|
|
|
(25,172
|
)
|
|
(8.6
|
)
|
|||
Operating income
|
555,608
|
|
|
713,523
|
|
|
(157,915
|
)
|
|
(22.1
|
)
|
|||
Other income (expense), net
|
16,514
|
|
|
3,039
|
|
|
13,475
|
|
|
443.4
|
|
|||
Investment income
|
16,371
|
|
|
951
|
|
|
15,420
|
|
|
NM
|
||||
Interest expense
|
31,078
|
|
|
30,884
|
|
|
194
|
|
|
0.6
|
|
|||
Income before provision for income taxes
|
557,415
|
|
|
686,629
|
|
|
(129,214
|
)
|
|
(18.8
|
)
|
|||
Provision for income taxes
|
133,780
|
|
|
155,178
|
|
|
(21,398
|
)
|
|
(13.8
|
)
|
|||
Net income
|
$
|
423,635
|
|
|
$
|
531,451
|
|
|
$
|
(107,816
|
)
|
|
(20.3
|
)%
|
Diluted earnings per share
|
$
|
2.68
|
|
|
$
|
3.19
|
|
|
$
|
(0.51
|
)
|
|
(16.0
|
)%
|
|
2019
|
|
2018
|
|
(Decrease)
Increase
|
|
% Change
|
||||
United States
|
125,960
|
|
|
132,868
|
|
|
(6,908
|
)
|
|
(5.2
|
)%
|
|
|
|
|
|
|
|
|
||||
Europe(b)
|
38,441
|
|
|
41,179
|
|
|
(2,738
|
)
|
|
(6.6
|
)
|
EMEA - Other
|
5,645
|
|
|
5,423
|
|
|
222
|
|
|
4.1
|
|
Total EMEA
|
44,086
|
|
|
46,602
|
|
|
(2,516
|
)
|
|
(5.4
|
)
|
|
|
|
|
|
|
|
|
||||
Asia Pacific(c)
|
17,753
|
|
|
18,429
|
|
|
(676
|
)
|
|
(3.7
|
)
|
Asia Pacific - Other
|
11,760
|
|
|
10,295
|
|
|
1,465
|
|
|
14.2
|
|
Total Asia Pacific
|
29,513
|
|
|
28,724
|
|
|
789
|
|
|
2.7
|
|
|
|
|
|
|
|
|
|
||||
Latin America
|
9,768
|
|
|
10,167
|
|
|
(399
|
)
|
|
(3.9
|
)
|
Canada
|
8,946
|
|
|
9,690
|
|
|
(744
|
)
|
|
(7.7
|
)
|
Total international retail sales
|
92,313
|
|
|
95,183
|
|
|
(2,870
|
)
|
|
(3.0
|
)
|
Total worldwide retail sales
|
218,273
|
|
|
228,051
|
|
|
(9,778
|
)
|
|
(4.3
|
)%
|
(a)
|
Data source for retail sales figures shown above is new sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its independent dealers supply concerning new retail sales, and the Company does not regularly verify the information that its independent dealers supply. This information is subject to revision.
|
(b)
|
Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom
|
(c)
|
Asia Pacific data includes Japan, Australia, New Zealand and Korea
|
|
2019
|
|
2018
|
|
(Decrease)
Increase
|
|
% Change
|
||||
United States(b)
|
252,842
|
|
|
263,750
|
|
|
(10,908
|
)
|
|
(4.1
|
)%
|
Europe(c)
|
425,998
|
|
|
397,669
|
|
|
28,329
|
|
|
7.1
|
%
|
(a)
|
Data includes on-road models with internal combustion engines with displacements greater than 600cc's and in the United States electric motorcycles with kilowatt (kW) peak power equivalents greater than 600cc's (601+cc). 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. 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, an independent agency. This third-party data is subject to revision and update.
|
|
2019
|
|
2018
|
|
Unit
|
|
Unit
|
||||||||||
|
Units
|
|
Mix %
|
|
Units
|
|
Mix %
|
|
Decrease
|
|
% Change
|
||||||
Motorcycle Units:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
124,326
|
|
|
58.1
|
%
|
|
132,433
|
|
|
57.9
|
%
|
|
(8,107
|
)
|
|
(6.1
|
)%
|
International
|
89,613
|
|
|
41.9
|
%
|
|
96,232
|
|
|
42.1
|
%
|
|
(6,619
|
)
|
|
(6.9
|
)
|
|
213,939
|
|
|
100.0
|
%
|
|
228,665
|
|
|
100.0
|
%
|
|
(14,726
|
)
|
|
(6.4
|
)%
|
Motorcycle Units:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Touring motorcycle units
|
91,018
|
|
|
42.5
|
%
|
|
101,942
|
|
|
44.6
|
%
|
|
(10,924
|
)
|
|
(10.7
|
)%
|
Cruiser motorcycle units(a)
|
76,052
|
|
|
35.6
|
%
|
|
78,529
|
|
|
34.3
|
%
|
|
(2,477
|
)
|
|
(3.2
|
)
|
Sportster® / Street motorcycle units
|
46,869
|
|
|
21.9
|
%
|
|
48,194
|
|
|
21.1
|
%
|
|
(1,325
|
)
|
|
(2.7
|
)
|
|
213,939
|
|
|
100.0
|
%
|
|
228,665
|
|
|
100.0
|
%
|
|
(14,726
|
)
|
|
(6.4
|
)%
|
(a)
|
Includes Softail®, CVOTM, and LiveWireTM
|
|
2019
|
|
2018
|
|
(Decrease)
Increase
|
|
%
Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Motorcycles
|
$
|
3,538,269
|
|
|
$
|
3,882,963
|
|
|
$
|
(344,694
|
)
|
|
(8.9
|
)%
|
Parts & Accessories
|
713,400
|
|
|
754,663
|
|
|
(41,263
|
)
|
|
(5.5
|
)
|
|||
General Merchandise
|
237,566
|
|
|
241,964
|
|
|
(4,398
|
)
|
|
(1.8
|
)
|
|||
Licensing
|
35,917
|
|
|
38,676
|
|
|
(2,759
|
)
|
|
(7.1
|
)
|
|||
Other
|
47,526
|
|
|
50,380
|
|
|
(2,854
|
)
|
|
(5.7
|
)
|
|||
|
4,572,678
|
|
|
4,968,646
|
|
|
(395,968
|
)
|
|
(8.0
|
)
|
|||
Cost of goods sold
|
3,229,798
|
|
|
3,351,796
|
|
|
(121,998
|
)
|
|
(3.6
|
)
|
|||
Gross profit
|
1,342,880
|
|
|
1,616,850
|
|
|
(273,970
|
)
|
|
(16.9
|
)
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Selling & administrative expense
|
808,415
|
|
|
914,900
|
|
|
(106,485
|
)
|
|
(11.6
|
)
|
|||
Engineering expense
|
212,492
|
|
|
186,186
|
|
|
26,306
|
|
|
14.1
|
|
|||
Restructuring expense
|
32,353
|
|
|
93,401
|
|
|
(61,048
|
)
|
|
(65.4
|
)
|
|||
|
1,053,260
|
|
|
1,194,487
|
|
|
(141,227
|
)
|
|
(11.8
|
)
|
|||
Operating income
|
$
|
289,620
|
|
|
$
|
422,363
|
|
|
$
|
(132,743
|
)
|
|
(31.4
|
)%
|
Operating margin
|
6.3
|
%
|
|
8.5
|
%
|
|
(2.2
|
)
|
|
pts.
|
|
Revenue
|
|
Cost of Goods Sold
|
|
Gross Profit
|
||||||
2018
|
$
|
4,969
|
|
|
$
|
3,352
|
|
|
$
|
1,617
|
|
Volume
|
(307
|
)
|
|
(202
|
)
|
|
(105
|
)
|
|||
Price, net of related costs
|
67
|
|
|
34
|
|
|
33
|
|
|||
Foreign currency exchange rates and hedging
|
(67
|
)
|
|
(40
|
)
|
|
(26
|
)
|
|||
Shipment mix
|
(89
|
)
|
|
(8
|
)
|
|
(82
|
)
|
|||
Raw material prices
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Manufacturing and other costs
|
—
|
|
|
95
|
|
|
(95
|
)
|
|||
|
(396
|
)
|
|
(122
|
)
|
|
(274
|
)
|
|||
2019
|
$
|
4,573
|
|
|
$
|
3,230
|
|
|
$
|
1,343
|
|
•
|
The decrease in volume was due to lower wholesale motorcycle shipments and lower P&A and general merchandise sales.
|
•
|
On average, wholesale prices for motorcycles shipped in 2019 were higher than in the prior 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 2019 as compared to the prior year.
|
•
|
Revenue was adversely impacted by weaker foreign currency exchange rates, relative to the U.S. dollar, as compared to the prior year. The unfavorable revenue impact was partially offset by favorable net foreign currency gains associated with hedging and balance sheet remeasurements, as compared to the prior year.
|
•
|
Shipment mix adversely impacted gross profit driven by unfavorable changes in the mix of motorcycle families, as well as the mix of models within motorcycle families.
|
•
|
Manufacturing and other costs were negatively impacted by lower fixed cost absorption and an increase in the impact of recent EU and China tariffs. The impact of recent EU and China tariffs was $97.9 million or $74.2 million higher in 2019 compared to 2018.
|
|
2019
|
|
2018
|
||||
Balance, beginning of period
|
$
|
189,885
|
|
|
$
|
192,471
|
|
Provision for credit losses
|
134,536
|
|
|
106,870
|
|
||
Charge-offs, net of recoveries
|
(125,840
|
)
|
|
(109,456
|
)
|
||
Balance, end of period
|
$
|
198,581
|
|
|
$
|
189,885
|
|
|
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
|
||||||||
2019 Net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Pension and SERPA
|
$
|
11,149
|
|
|
$
|
32,638
|
|
|
n/a
|
|
|
$
|
20,054
|
|
|
Postretirement healthcare
|
$
|
68
|
|
|
$
|
(540
|
)
|
|
$
|
587
|
|
|
$
|
1,938
|
|
2019 Benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Pension and SERPA
|
$
|
2,212,012
|
|
|
$
|
363,249
|
|
|
n/a
|
|
|
n/a
|
|
||
Postretirement healthcare
|
$
|
293,505
|
|
|
$
|
25,816
|
|
|
$
|
8,768
|
|
|
n/a
|
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
|
Total
|
||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
2,326,688
|
|
|
$
|
3,102,410
|
|
|
$
|
1,287,918
|
|
|
$
|
750,000
|
|
|
$
|
7,467,016
|
|
Interest
|
187,544
|
|
|
199,978
|
|
|
102,435
|
|
|
307,125
|
|
|
797,082
|
|
|||||
Leases
|
20,755
|
|
|
31,240
|
|
|
11,177
|
|
|
4,589
|
|
|
67,761
|
|
|||||
|
$
|
2,534,987
|
|
|
$
|
3,333,628
|
|
|
$
|
1,401,530
|
|
|
$
|
1,061,714
|
|
|
$
|
8,331,859
|
|
Cash and cash equivalents
|
$
|
833,868
|
|
|
|
||
Availability under credit and conduit facilities:
|
|
||
Credit facilities
|
1,168,005
|
|
|
Asset-backed U.S. commercial paper conduit facilities(a)
|
600,000
|
|
|
Asset-backed Canadian commercial paper conduit facility(a)
|
54,318
|
|
|
|
1,822,323
|
|
|
|
$
|
2,656,191
|
|
(a)
|
Includes facilities expiring in the next twelve months which the Company expects to renew prior to expiration.(1)
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
868,272
|
|
|
$
|
1,205,921
|
|
Net cash used by investing activities
|
(508,126
|
)
|
|
(662,269
|
)
|
||
Net cash used by financing activities
|
(712,223
|
)
|
|
(14,763
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(2,305
|
)
|
|
(15,351
|
)
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
$
|
(354,382
|
)
|
|
$
|
513,538
|
|
|
2019
|
|
2018
|
||||
Unsecured commercial paper
|
$
|
571,995
|
|
|
$
|
1,135,810
|
|
Asset-backed Canadian commercial paper conduit facility
|
114,693
|
|
|
155,951
|
|
||
Asset-backed U.S. commercial paper conduit facilities
|
490,427
|
|
|
582,717
|
|
||
Asset-backed securitization debt, net
|
764,392
|
|
|
95,167
|
|
||
Medium-term notes, net
|
4,760,127
|
|
|
4,887,007
|
|
||
Senior notes, net
|
743,296
|
|
|
742,624
|
|
||
|
$
|
7,444,930
|
|
|
$
|
7,599,276
|
|
Principal Amount
|
|
Rate
|
|
Issue Date
|
|
Maturity Date
|
$600,000
|
|
2.15%
|
|
February 2015
|
|
February 2020
|
$450,000
|
|
LIBOR + 0.50%
|
|
May 2018
|
|
May 2020
|
$350,000
|
|
2.40%
|
|
March 2017
|
|
June 2020
|
$600,000
|
|
2.85%
|
|
January 2016
|
|
January 2021
|
$450,000
|
|
LIBOR + 0.94%
|
|
November 2018
|
|
March 2021
|
$350,000
|
|
3.55%
|
|
May 2018
|
|
May 2021
|
$550,000
|
|
4.05%
|
|
February 2019
|
|
February 2022
|
$400,000
|
|
2.55%
|
|
June 2017
|
|
June 2022
|
$350,000
|
|
3.35%
|
|
February 2018
|
|
February 2023
|
$672,936(a)
|
|
3.14%
|
|
November 2019
|
|
November 2024
|
(a)
|
Euro denominated €600.0 million par value remeasured to U.S. dollar at December 31, 2019
|
|
2019
|
|
2018
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,600
|
|
|
$
|
6,200
|
|
Second quarter
|
28,200
|
|
|
23,400
|
|
|
38,900
|
|
|
32,200
|
|
||||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fourth quarter
|
—
|
|
|
—
|
|
|
39,000
|
|
|
32,200
|
|
||||
|
$
|
28,200
|
|
|
$
|
23,400
|
|
|
$
|
85,500
|
|
|
$
|
70,600
|
|
|
2019
|
|
2018
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,900
|
|
|
$
|
29,300
|
|
Second quarter
|
—
|
|
|
—
|
|
|
59,100
|
|
|
53,300
|
|
||||
Third quarter
|
174,400
|
|
|
154,600
|
|
|
—
|
|
|
—
|
|
||||
Fourth quarter
|
—
|
|
|
—
|
|
|
400,200
|
|
|
356,800
|
|
||||
|
$
|
174,400
|
|
|
$
|
154,600
|
|
|
$
|
492,200
|
|
|
$
|
439,400
|
|
•
|
Assume or incur certain liens;
|
•
|
Participate in certain mergers or consolidations; and
|
•
|
Purchase or hold margin stock.
|
|
Page
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Motorcycles and Related Products
|
$
|
4,572,678
|
|
|
$
|
4,968,646
|
|
|
$
|
4,915,027
|
|
Financial Services
|
789,111
|
|
|
748,229
|
|
|
732,197
|
|
|||
|
5,361,789
|
|
|
5,716,875
|
|
|
5,647,224
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Motorcycles and Related Products cost of goods sold
|
3,229,798
|
|
|
3,351,796
|
|
|
3,272,330
|
|
|||
Financial Services interest expense
|
210,438
|
|
|
193,187
|
|
|
180,193
|
|
|||
Financial Services provision for credit losses
|
134,536
|
|
|
106,870
|
|
|
132,444
|
|
|||
Selling, administrative and engineering expense
|
1,199,056
|
|
|
1,258,098
|
|
|
1,180,176
|
|
|||
Restructuring expense
|
32,353
|
|
|
93,401
|
|
|
—
|
|
|||
|
4,806,181
|
|
|
5,003,352
|
|
|
4,765,143
|
|
|||
Operating income
|
555,608
|
|
|
713,523
|
|
|
882,081
|
|
|||
Other income (expense), net
|
16,514
|
|
|
3,039
|
|
|
9,182
|
|
|||
Investment income
|
16,371
|
|
|
951
|
|
|
3,580
|
|
|||
Interest expense
|
31,078
|
|
|
30,884
|
|
|
31,004
|
|
|||
Income before provision for income taxes
|
557,415
|
|
|
686,629
|
|
|
863,839
|
|
|||
Provision for income taxes
|
133,780
|
|
|
155,178
|
|
|
342,080
|
|
|||
Net income
|
$
|
423,635
|
|
|
$
|
531,451
|
|
|
$
|
521,759
|
|
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.70
|
|
|
$
|
3.21
|
|
|
$
|
3.03
|
|
Diluted
|
$
|
2.68
|
|
|
$
|
3.19
|
|
|
$
|
3.02
|
|
Cash dividends per common share
|
$
|
1.50
|
|
|
$
|
1.48
|
|
|
$
|
1.46
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
423,635
|
|
|
$
|
531,451
|
|
|
$
|
521,759
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
8,795
|
|
|
(25,010
|
)
|
|
46,280
|
|
|||
Marketable securities
|
—
|
|
|
—
|
|
|
1,194
|
|
|||
Derivative financial instruments
|
(16,371
|
)
|
|
20,009
|
|
|
(29,778
|
)
|
|||
Pension and postretirement benefit plans
|
100,311
|
|
|
(16,286
|
)
|
|
47,636
|
|
|||
|
92,735
|
|
|
(21,287
|
)
|
|
65,332
|
|
|||
Comprehensive income
|
$
|
516,370
|
|
|
$
|
510,164
|
|
|
$
|
587,091
|
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
833,868
|
|
|
$
|
1,203,766
|
|
Marketable securities
|
—
|
|
|
10,007
|
|
||
Accounts receivable, net
|
259,334
|
|
|
306,474
|
|
||
Finance receivables, net
|
2,272,522
|
|
|
2,214,424
|
|
||
Inventories, net
|
603,571
|
|
|
556,128
|
|
||
Restricted cash
|
64,554
|
|
|
49,275
|
|
||
Other current assets
|
168,974
|
|
|
144,368
|
|
||
|
4,202,823
|
|
|
4,484,442
|
|
||
Finance receivables, net
|
5,101,844
|
|
|
5,007,507
|
|
||
Property, plant and equipment, net
|
847,382
|
|
|
904,132
|
|
||
Prepaid pension costs
|
56,014
|
|
|
—
|
|
||
Goodwill
|
64,160
|
|
|
55,048
|
|
||
Deferred income taxes
|
101,204
|
|
|
141,464
|
|
||
Lease assets
|
61,618
|
|
|
—
|
|
||
Other long-term assets
|
93,114
|
|
|
73,071
|
|
||
|
$
|
10,528,159
|
|
|
$
|
10,665,664
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
294,380
|
|
|
$
|
284,861
|
|
Accrued liabilities
|
582,288
|
|
|
601,130
|
|
||
Short-term debt
|
571,995
|
|
|
1,135,810
|
|
||
Current portion of long-term debt, net
|
1,748,109
|
|
|
1,575,799
|
|
||
|
3,196,772
|
|
|
3,597,600
|
|
||
Long-term debt, net
|
5,124,826
|
|
|
4,887,667
|
|
||
Lease liabilities
|
44,447
|
|
|
—
|
|
||
Pension liabilities
|
56,138
|
|
|
107,776
|
|
||
Postretirement healthcare liabilities
|
72,513
|
|
|
94,453
|
|
||
Deferred income taxes
|
8,135
|
|
|
—
|
|
||
Other long-term liabilities
|
221,329
|
|
|
204,219
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, none issued
|
—
|
|
|
—
|
|
||
Common stock (Note 5)
|
1,828
|
|
|
1,819
|
|
||
Additional paid-in-capital
|
1,491,004
|
|
|
1,459,620
|
|
||
Retained earnings
|
2,193,997
|
|
|
2,007,583
|
|
||
Accumulated other comprehensive loss
|
(536,949
|
)
|
|
(629,684
|
)
|
||
Treasury stock, at cost (Note 5)
|
(1,345,881
|
)
|
|
(1,065,389
|
)
|
||
|
1,803,999
|
|
|
1,773,949
|
|
||
|
$
|
10,528,159
|
|
|
$
|
10,665,664
|
|
|
2019
|
|
2018
|
||||
Balances held by consolidated variable interest entities (Note 12)
|
|
|
|
||||
Finance receivables, net - current
|
$
|
291,444
|
|
|
$
|
175,043
|
|
Other assets
|
$
|
2,420
|
|
|
$
|
1,563
|
|
Finance receivables, net - non-current
|
$
|
1,027,179
|
|
|
$
|
591,839
|
|
Restricted cash - current and non-current
|
$
|
63,812
|
|
|
$
|
47,203
|
|
Current portion of long-term debt, net
|
$
|
317,607
|
|
|
$
|
189,693
|
|
Long-term debt, net
|
$
|
937,212
|
|
|
$
|
488,191
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by operating activities (Note 6)
|
$
|
868,272
|
|
|
$
|
1,205,921
|
|
|
$
|
1,005,061
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(181,440
|
)
|
|
(213,516
|
)
|
|
(206,294
|
)
|
|||
Origination of finance receivables
|
(3,847,322
|
)
|
|
(3,752,817
|
)
|
|
(3,591,948
|
)
|
|||
Collections on finance receivables
|
3,499,717
|
|
|
3,325,669
|
|
|
3,228,311
|
|
|||
Purchases of marketable securities
|
—
|
|
|
(10,007
|
)
|
|
—
|
|
|||
Sales and redemptions of marketable securities
|
10,007
|
|
|
—
|
|
|
6,916
|
|
|||
Acquisition of business
|
(7,000
|
)
|
|
—
|
|
|
—
|
|
|||
Other investing activities
|
17,912
|
|
|
(11,598
|
)
|
|
547
|
|
|||
Net cash used by investing activities
|
(508,126
|
)
|
|
(662,269
|
)
|
|
(562,468
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of medium-term notes
|
1,203,236
|
|
|
1,591,828
|
|
|
893,668
|
|
|||
Repayments of medium-term notes
|
(1,350,000
|
)
|
|
(877,488
|
)
|
|
(800,000
|
)
|
|||
Proceeds from securitization debt
|
1,021,453
|
|
|
—
|
|
|
—
|
|
|||
Repayments of securitization debt
|
(353,251
|
)
|
|
(257,869
|
)
|
|
(444,671
|
)
|
|||
Borrowings of asset-backed commercial paper
|
177,950
|
|
|
509,742
|
|
|
469,932
|
|
|||
Repayments of asset-backed commercial paper
|
(318,006
|
)
|
|
(212,729
|
)
|
|
(176,227
|
)
|
|||
Net (decrease) increase in credit facilities and unsecured commercial paper
|
(563,453
|
)
|
|
(135,356
|
)
|
|
212,809
|
|
|||
Dividends paid
|
(237,221
|
)
|
|
(245,810
|
)
|
|
(251,862
|
)
|
|||
Repurchase of common stock
|
(296,520
|
)
|
|
(390,606
|
)
|
|
(465,263
|
)
|
|||
Issuance of common stock under employee stock option plans
|
3,589
|
|
|
3,525
|
|
|
11,353
|
|
|||
Net cash used by financing activities
|
(712,223
|
)
|
|
(14,763
|
)
|
|
(550,261
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(2,305
|
)
|
|
(15,351
|
)
|
|
26,747
|
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
$
|
(354,382
|
)
|
|
$
|
513,538
|
|
|
$
|
(80,921
|
)
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash, beginning of period
|
$
|
1,259,748
|
|
|
$
|
746,210
|
|
|
$
|
827,131
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(354,382
|
)
|
|
513,538
|
|
|
(80,921
|
)
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
905,366
|
|
|
$
|
1,259,748
|
|
|
$
|
746,210
|
|
|
|
|
|
|
|
||||||
Reconciliation of cash, cash equivalents and restricted cash on the Consolidated balance sheets to the Consolidated statements of cash flows:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
833,868
|
|
|
$
|
1,203,766
|
|
|
$
|
687,521
|
|
Restricted cash
|
64,554
|
|
|
49,275
|
|
|
47,518
|
|
|||
Restricted cash included in Other long-term assets
|
6,944
|
|
|
6,707
|
|
|
11,171
|
|
|||
Cash, cash equivalents and restricted cash per the Consolidated statements of cash flows
|
$
|
905,366
|
|
|
$
|
1,259,748
|
|
|
$
|
746,210
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury Stock
|
|
Total
|
|||||||||||||||
|
Issued
Shares
|
|
Balance
|
|
||||||||||||||||||||||
Balance, December 31, 2016
|
180,595,054
|
|
|
$
|
1,806
|
|
|
$
|
1,381,862
|
|
|
$
|
1,337,673
|
|
|
$
|
(565,381
|
)
|
|
$
|
(235,802
|
)
|
|
$
|
1,920,158
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
521,759
|
|
|
—
|
|
|
—
|
|
|
521,759
|
|
||||||
Other comprehensive income, net of tax (Note 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,332
|
|
|
—
|
|
|
65,332
|
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(251,862
|
)
|
|
—
|
|
|
—
|
|
|
(251,862
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(465,263
|
)
|
|
(465,263
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
29,600
|
|
|
—
|
|
|
—
|
|
|
13,200
|
|
|
42,800
|
|
||||||
Issuance of nonvested stock
|
408,950
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
282,543
|
|
|
3
|
|
|
11,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,353
|
|
||||||
Balance, December 31, 2017
|
181,286,547
|
|
|
1,813
|
|
|
1,422,808
|
|
|
1,607,570
|
|
|
(500,049
|
)
|
|
(687,865
|
)
|
|
1,844,277
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
531,451
|
|
|
—
|
|
|
—
|
|
|
531,451
|
|
||||||
Other comprehensive loss, net of tax (Note 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,287
|
)
|
|
—
|
|
|
(21,287
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(245,810
|
)
|
|
—
|
|
|
—
|
|
|
(245,810
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(390,606
|
)
|
|
(390,606
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
33,293
|
|
|
—
|
|
|
—
|
|
|
13,082
|
|
|
46,375
|
|
||||||
Issuance of nonvested stock
|
485,005
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
159,673
|
|
|
2
|
|
|
3,523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,525
|
|
||||||
Cumulative effect of change in accounting
|
—
|
|
|
—
|
|
|
—
|
|
|
6,024
|
|
|
—
|
|
|
—
|
|
|
6,024
|
|
||||||
Reclassification of certain tax effects
|
—
|
|
|
—
|
|
|
—
|
|
|
108,348
|
|
|
(108,348
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance, December 31, 2018
|
181,931,225
|
|
|
1,819
|
|
|
1,459,620
|
|
|
2,007,583
|
|
|
(629,684
|
)
|
|
(1,065,389
|
)
|
|
1,773,949
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
423,635
|
|
|
—
|
|
|
—
|
|
|
423,635
|
|
||||||
Other comprehensive income, net of tax (Note 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,735
|
|
|
—
|
|
|
92,735
|
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(237,221
|
)
|
|
—
|
|
|
—
|
|
|
(237,221
|
)
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(296,520
|
)
|
|
(296,520
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
27,804
|
|
|
—
|
|
|
—
|
|
|
16,028
|
|
|
43,832
|
|
||||||
Issuance of nonvested stock
|
715,579
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of stock options
|
169,732
|
|
|
2
|
|
|
3,587
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,589
|
|
||||||
Balance, December 31, 2019
|
182,816,536
|
|
|
$
|
1,828
|
|
|
$
|
1,491,004
|
|
|
$
|
2,193,997
|
|
|
$
|
(536,949
|
)
|
|
$
|
(1,345,881
|
)
|
|
$
|
1,803,999
|
|
|
2019
|
|
2018
|
||||
Motorcycles and Related Products Revenue:
|
|
|
|
||||
Motorcycles
|
$
|
3,538,269
|
|
|
$
|
3,882,963
|
|
Parts & accessories
|
713,400
|
|
|
754,663
|
|
||
General merchandise
|
237,566
|
|
|
241,964
|
|
||
Licensing
|
35,917
|
|
|
38,676
|
|
||
Other
|
47,526
|
|
|
50,380
|
|
||
|
4,572,678
|
|
|
4,968,646
|
|
||
Financial Services Revenue:
|
|
|
|
||||
Interest income
|
678,205
|
|
|
645,985
|
|
||
Securitization and servicing fee income
|
599
|
|
|
1,136
|
|
||
Other income
|
110,307
|
|
|
101,108
|
|
||
|
789,111
|
|
|
748,229
|
|
||
|
$
|
5,361,789
|
|
|
$
|
5,716,875
|
|
|
2019
|
|
2018
|
||||
Balance, beginning of period
|
$
|
29,055
|
|
|
$
|
23,441
|
|
Balance, end of period
|
29,745
|
|
|
29,055
|
|
|
2019
|
||||||||||||||||||||||
|
Manufacturing Optimization Plan
|
|
Reorganization Plan
|
|
|
||||||||||||||||||
|
Employee Termination Benefits
|
|
Accelerated Depreciation
|
|
Other
|
|
Total
|
|
Employee Termination Benefits
|
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
24,958
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
25,037
|
|
|
$
|
3,461
|
|
|
$
|
28,498
|
|
Restructuring expense
|
15
|
|
|
14,684
|
|
|
17,971
|
|
|
32,670
|
|
|
(317
|
)
|
|
32,353
|
|
||||||
Utilized - cash
|
(24,102
|
)
|
|
—
|
|
|
(16,950
|
)
|
|
(41,052
|
)
|
|
(3,118
|
)
|
|
(44,170
|
)
|
||||||
Utilized - non cash
|
—
|
|
|
(14,684
|
)
|
|
(1,094
|
)
|
|
(15,778
|
)
|
|
—
|
|
|
(15,778
|
)
|
||||||
Foreign currency changes
|
(6
|
)
|
|
—
|
|
|
(4
|
)
|
|
(10
|
)
|
|
(26
|
)
|
|
(36
|
)
|
||||||
Balance, end of period
|
$
|
865
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
867
|
|
|
$
|
—
|
|
|
$
|
867
|
|
|
2018
|
||||||||||||||||||||||
|
Manufacturing Optimization Plan
|
|
Reorganization Plan
|
|
|
||||||||||||||||||
|
Employee Termination Benefits
|
|
Accelerated Depreciation
|
|
Other
|
|
Total
|
|
Employee Termination Benefits
|
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring expense
|
38,666
|
|
|
34,654
|
|
|
16,182
|
|
|
89,502
|
|
|
3,899
|
|
|
93,401
|
|
||||||
Utilized - cash
|
(13,060
|
)
|
|
—
|
|
|
(16,095
|
)
|
|
(29,155
|
)
|
|
(444
|
)
|
|
(29,599
|
)
|
||||||
Utilized - non cash
|
—
|
|
|
(34,654
|
)
|
|
—
|
|
|
(34,654
|
)
|
|
—
|
|
|
(34,654
|
)
|
||||||
Foreign currency changes
|
(648
|
)
|
|
—
|
|
|
(8
|
)
|
|
(656
|
)
|
|
6
|
|
|
(650
|
)
|
||||||
Balance, end of period
|
$
|
24,958
|
|
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
25,037
|
|
|
$
|
3,461
|
|
|
$
|
28,498
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
82,484
|
|
|
$
|
136,202
|
|
|
$
|
245,189
|
|
State
|
6,421
|
|
|
23,134
|
|
|
24,898
|
|
|||
Foreign
|
23,328
|
|
|
29,823
|
|
|
21,138
|
|
|||
|
112,233
|
|
|
189,159
|
|
|
291,225
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
18,760
|
|
|
(23,181
|
)
|
|
47,046
|
|
|||
State
|
402
|
|
|
(6,787
|
)
|
|
2,688
|
|
|||
Foreign
|
2,385
|
|
|
(4,013
|
)
|
|
1,121
|
|
|||
|
21,547
|
|
|
(33,981
|
)
|
|
50,855
|
|
|||
|
$
|
133,780
|
|
|
$
|
155,178
|
|
|
$
|
342,080
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
465,798
|
|
|
$
|
593,099
|
|
|
$
|
788,878
|
|
Foreign
|
91,617
|
|
|
93,530
|
|
|
74,961
|
|
|||
|
$
|
557,415
|
|
|
$
|
686,629
|
|
|
$
|
863,839
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Provision at statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
2.5
|
|
|
2.6
|
|
|
1.9
|
|
Foreign rate differential
|
0.3
|
|
|
0.4
|
|
|
(0.8
|
)
|
Domestic manufacturing deduction
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
Foreign derived intangible income
|
(0.6
|
)
|
|
(1.2
|
)
|
|
—
|
|
Research and development credit
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(0.7
|
)
|
Unrecognized tax benefits including interest and penalties
|
0.1
|
|
|
(0.6
|
)
|
|
2.3
|
|
Valuation allowance adjustments
|
1.4
|
|
|
0.1
|
|
|
(0.1
|
)
|
State credits
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
Deferred tax balance remeasurement for rate change
|
—
|
|
|
(1.2
|
)
|
|
5.5
|
|
Territorial tax
|
—
|
|
|
1.4
|
|
|
(0.1
|
)
|
Global intangible low-taxed income
|
0.2
|
|
|
0.4
|
|
|
—
|
|
Adjustments for previously accrued taxes
|
(0.3
|
)
|
|
(1.0
|
)
|
|
(1.2
|
)
|
Rate differential on intercompany transfers
|
—
|
|
|
0.9
|
|
|
—
|
|
Executive compensation limitation
|
0.5
|
|
|
0.5
|
|
|
—
|
|
Other foreign inclusions
|
0.8
|
|
|
—
|
|
|
—
|
|
Other
|
0.4
|
|
|
0.4
|
|
|
—
|
|
Provision for income taxes
|
24.0
|
%
|
|
22.6
|
%
|
|
39.6
|
%
|
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Accruals not yet tax deductible
|
$
|
95,746
|
|
|
$
|
108,284
|
|
Pension and postretirement healthcare plan obligations
|
17,685
|
|
|
48,347
|
|
||
Stock compensation
|
11,867
|
|
|
13,295
|
|
||
Net operating loss carryforward
|
45,279
|
|
|
34,842
|
|
||
Valuation allowance
|
(29,024
|
)
|
|
(21,868
|
)
|
||
Other, net
|
64,833
|
|
|
43,870
|
|
||
|
206,386
|
|
|
226,770
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Depreciation, tax in excess of book
|
(83,477
|
)
|
|
(79,326
|
)
|
||
Other
|
(29,840
|
)
|
|
(5,980
|
)
|
||
|
(113,317
|
)
|
|
(85,306
|
)
|
||
|
$
|
93,069
|
|
|
$
|
141,464
|
|
Year of Expiration
|
|
2019
|
||
2031
|
|
$
|
256,956
|
|
2033
|
|
166
|
|
|
2034
|
|
1,915
|
|
|
2038
|
|
4,460
|
|
|
2039
|
|
9,922
|
|
|
|
|
$
|
273,419
|
|
|
2019
|
|
2018
|
||||
Unrecognized tax benefits, beginning of period
|
$
|
61,411
|
|
|
$
|
72,230
|
|
Increase in unrecognized tax benefits for tax positions taken in a prior period
|
1,067
|
|
|
940
|
|
||
Decrease in unrecognized tax benefits for tax positions taken in a prior period
|
(5,608
|
)
|
|
(9,783
|
)
|
||
Increase in unrecognized tax benefits for tax positions taken in the current period
|
4,576
|
|
|
3,355
|
|
||
Statute lapses
|
(325
|
)
|
|
—
|
|
||
Settlements with taxing authorities
|
(1,009
|
)
|
|
(5,331
|
)
|
||
Unrecognized tax benefits, end of period
|
$
|
60,112
|
|
|
$
|
61,411
|
|
|
2019
|
|
2018
|
||
Common stock shares:
|
|
|
|
||
Authorized
|
800,000,000
|
|
|
800,000,000
|
|
Issued
|
182,816,536
|
|
|
181,931,225
|
|
Outstanding
|
152,468,442
|
|
|
159,657,947
|
|
|
|
|
|
||
Treasury stock shares
|
30,348,094
|
|
|
22,273,278
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
423,635
|
|
|
$
|
531,451
|
|
|
$
|
521,759
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
157,054
|
|
|
165,672
|
|
|
171,995
|
|
|||
Effect of dilutive securities – employee stock compensation plan
|
750
|
|
|
832
|
|
|
937
|
|
|||
Diluted weighted-average shares outstanding
|
157,804
|
|
|
166,504
|
|
|
172,932
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.70
|
|
|
$
|
3.21
|
|
|
$
|
3.03
|
|
Diluted
|
$
|
2.68
|
|
|
$
|
3.19
|
|
|
$
|
3.02
|
|
|
2019
|
|
2018
|
||||
Debt securities
|
$
|
—
|
|
|
$
|
10,007
|
|
Mutual funds
|
52,575
|
|
|
44,243
|
|
||
|
$
|
52,575
|
|
|
$
|
54,250
|
|
|
2019
|
|
2018
|
||||
Raw materials and work in process
|
$
|
235,433
|
|
|
$
|
177,110
|
|
Motorcycle finished goods
|
280,306
|
|
|
301,630
|
|
||
Parts & accessories and general merchandise
|
144,258
|
|
|
136,027
|
|
||
Inventory at lower of FIFO cost or net realizable value
|
659,997
|
|
|
614,767
|
|
||
Excess of FIFO over LIFO cost
|
(56,426
|
)
|
|
(58,639
|
)
|
||
|
$
|
603,571
|
|
|
$
|
556,128
|
|
|
2019
|
|
2018
|
||||
Land and related improvements
|
$
|
75,798
|
|
|
$
|
73,025
|
|
Buildings and related improvements
|
507,178
|
|
|
483,965
|
|
||
Machinery and equipment
|
1,609,582
|
|
|
1,740,405
|
|
||
Software
|
750,978
|
|
|
733,180
|
|
||
Construction in progress
|
148,805
|
|
|
205,786
|
|
||
|
3,092,341
|
|
|
3,236,361
|
|
||
Accumulated depreciation
|
(2,244,959
|
)
|
|
(2,332,229
|
)
|
||
|
$
|
847,382
|
|
|
$
|
904,132
|
|
|
2019
|
|
2018
|
||||
Payroll, employee benefits and related expenses
|
$
|
113,621
|
|
|
$
|
125,056
|
|
Sales incentive programs
|
73,354
|
|
|
57,525
|
|
||
Warranty and recalls
|
57,068
|
|
|
103,074
|
|
||
Accrued interest
|
49,213
|
|
|
47,977
|
|
||
Tax-related accruals
|
29,871
|
|
|
43,083
|
|
||
Leases
|
19,013
|
|
|
—
|
|
||
Fair value of derivative financial instruments
|
13,934
|
|
|
5,316
|
|
||
Restructuring
|
867
|
|
|
28,498
|
|
||
Other
|
225,347
|
|
|
190,601
|
|
||
|
$
|
582,288
|
|
|
$
|
601,130
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
423,635
|
|
|
$
|
531,451
|
|
|
$
|
521,759
|
|
Adjustments to reconcile Net income to Net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
232,537
|
|
|
264,863
|
|
|
222,188
|
|
|||
Amortization of deferred loan origination costs
|
76,326
|
|
|
81,315
|
|
|
82,911
|
|
|||
Amortization of financing origination fees
|
9,823
|
|
|
8,367
|
|
|
8,045
|
|
|||
Provision for long-term employee benefits
|
13,344
|
|
|
36,481
|
|
|
29,900
|
|
|||
Employee benefit plan contributions and payments
|
(13,256
|
)
|
|
(10,544
|
)
|
|
(63,277
|
)
|
|||
Stock compensation expense
|
33,733
|
|
|
35,539
|
|
|
32,491
|
|
|||
Net change in wholesale finance receivables related to sales
|
(5,822
|
)
|
|
(56,538
|
)
|
|
35,172
|
|
|||
Provision for credit losses
|
134,536
|
|
|
106,870
|
|
|
132,444
|
|
|||
Deferred income taxes
|
21,547
|
|
|
(33,981
|
)
|
|
50,855
|
|
|||
Other, net
|
298
|
|
|
37,554
|
|
|
8,559
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
44,902
|
|
|
9,143
|
|
|
(18,149
|
)
|
|||
Finance receivables – accrued interest and other
|
(11,119
|
)
|
|
773
|
|
|
(1,313
|
)
|
|||
Inventories, net
|
(47,576
|
)
|
|
(31,059
|
)
|
|
(20,584
|
)
|
|||
Accounts payable and accrued liabilities
|
(18,462
|
)
|
|
196,192
|
|
|
10,128
|
|
|||
Derivative financial instruments
|
1,936
|
|
|
473
|
|
|
1,866
|
|
|||
Other
|
(28,110
|
)
|
|
29,022
|
|
|
(27,934
|
)
|
|||
|
444,637
|
|
|
674,470
|
|
|
483,302
|
|
|||
Net cash provided by operating activities
|
$
|
868,272
|
|
|
$
|
1,205,921
|
|
|
$
|
1,005,061
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest
|
$
|
229,678
|
|
|
$
|
207,484
|
|
|
$
|
204,866
|
|
Income taxes
|
$
|
149,828
|
|
|
$
|
149,436
|
|
|
$
|
300,133
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Retail finance receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
6,180,236
|
|
|
$
|
6,103,378
|
|
|
$
|
5,901,002
|
|
|
$
|
5,769,410
|
|
|
$
|
5,803,071
|
|
Canada
|
236,192
|
|
|
224,823
|
|
|
239,598
|
|
|
212,801
|
|
|
188,400
|
|
|||||
|
6,416,428
|
|
|
6,328,201
|
|
|
6,140,600
|
|
|
5,982,211
|
|
|
5,991,471
|
|
|||||
Wholesale finance receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
1,067,880
|
|
|
1,007,956
|
|
|
939,621
|
|
|
961,150
|
|
|
965,379
|
|
|||||
Canada
|
88,639
|
|
|
75,659
|
|
|
77,336
|
|
|
65,440
|
|
|
58,481
|
|
|||||
|
1,156,519
|
|
|
1,083,615
|
|
|
1,016,957
|
|
|
1,026,590
|
|
|
1,023,860
|
|
|||||
|
7,572,947
|
|
|
7,411,816
|
|
|
7,157,557
|
|
|
7,008,801
|
|
|
7,015,331
|
|
|||||
Allowance for credit losses
|
(198,581
|
)
|
|
(189,885
|
)
|
|
(192,471
|
)
|
|
(173,343
|
)
|
|
(147,178
|
)
|
|||||
|
$
|
7,374,366
|
|
|
$
|
7,221,931
|
|
|
$
|
6,965,086
|
|
|
$
|
6,835,458
|
|
|
$
|
6,868,153
|
|
|
United States
|
|
Canada
|
|
Total
|
||||||
2020
|
$
|
2,177,277
|
|
|
$
|
138,251
|
|
|
$
|
2,315,528
|
|
2021
|
1,188,915
|
|
|
52,390
|
|
|
1,241,305
|
|
|||
2022
|
1,329,148
|
|
|
56,629
|
|
|
1,385,777
|
|
|||
2023
|
1,486,564
|
|
|
61,211
|
|
|
1,547,775
|
|
|||
2024
|
1,061,450
|
|
|
16,350
|
|
|
1,077,800
|
|
|||
Thereafter
|
4,762
|
|
|
—
|
|
|
4,762
|
|
|||
|
$
|
7,248,116
|
|
|
$
|
324,831
|
|
|
$
|
7,572,947
|
|
|
2019
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
|||||||
Balance, beginning of period
|
$
|
182,098
|
|
|
$
|
7,787
|
|
|
$
|
189,885
|
|
Provision for credit losses
|
132,243
|
|
|
2,293
|
|
|
134,536
|
|
|||
Charge-offs
|
(173,358
|
)
|
|
—
|
|
|
(173,358
|
)
|
|||
Recoveries
|
47,518
|
|
|
—
|
|
|
47,518
|
|
|||
Balance, end of period
|
$
|
188,501
|
|
|
$
|
10,080
|
|
|
$
|
198,581
|
|
|
2018
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
|||||||
Balance, beginning of period
|
$
|
186,254
|
|
|
$
|
6,217
|
|
|
$
|
192,471
|
|
Provision for credit losses
|
105,292
|
|
|
1,578
|
|
|
106,870
|
|
|||
Charge-offs
|
(154,433
|
)
|
|
(8
|
)
|
|
(154,441
|
)
|
|||
Recoveries
|
44,985
|
|
|
—
|
|
|
44,985
|
|
|||
Balance, end of period
|
$
|
182,098
|
|
|
$
|
7,787
|
|
|
$
|
189,885
|
|
|
2017
|
||||||||||
Retail
|
|
Wholesale
|
|
Total
|
|||||||
Balance, beginning of period
|
$
|
166,810
|
|
|
$
|
6,533
|
|
|
$
|
173,343
|
|
Provision for credit losses
|
132,760
|
|
|
(316
|
)
|
|
132,444
|
|
|||
Charge-offs
|
(160,972
|
)
|
|
—
|
|
|
(160,972
|
)
|
|||
Recoveries
|
47,656
|
|
|
—
|
|
|
47,656
|
|
|||
Balance, end of period
|
$
|
186,254
|
|
|
$
|
6,217
|
|
|
$
|
192,471
|
|
|
2019
|
||||||||||
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
2,100
|
|
|
$
|
2,100
|
|
Collectively evaluated for impairment
|
188,501
|
|
|
7,980
|
|
|
196,481
|
|
|||
|
$
|
188,501
|
|
|
$
|
10,080
|
|
|
$
|
198,581
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
4,601
|
|
|
$
|
4,601
|
|
Collectively evaluated for impairment
|
6,416,428
|
|
|
1,151,918
|
|
|
7,568,346
|
|
|||
|
$
|
6,416,428
|
|
|
$
|
1,156,519
|
|
|
$
|
7,572,947
|
|
|
2018
|
||||||||||
|
Retail
|
|
Wholesale
|
|
Total
|
||||||
Allowance for credit losses, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
182,098
|
|
|
7,787
|
|
|
189,885
|
|
|||
|
$
|
182,098
|
|
|
$
|
7,787
|
|
|
$
|
189,885
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectively evaluated for impairment
|
6,328,201
|
|
|
1,083,615
|
|
|
7,411,816
|
|
|||
|
$
|
6,328,201
|
|
|
$
|
1,083,615
|
|
|
$
|
7,411,816
|
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||||||
Wholesale:
|
|
|
|
|
|
|
|
|
|
||||||||||
No related allowance recorded
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Related allowance recorded
|
4,994
|
|
|
4,601
|
|
|
2,100
|
|
|
4,976
|
|
|
—
|
|
|||||
|
$
|
4,994
|
|
|
$
|
4,601
|
|
|
$
|
2,100
|
|
|
$
|
4,976
|
|
|
$
|
—
|
|
|
2019
|
||||||||||||||||||||||
|
Current
|
|
31-60 Days
Past Due
|
|
61-90 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total
Past Due
|
|
Total
Finance
Receivables
|
||||||||||||
Retail finance receivables
|
$
|
6,171,930
|
|
|
$
|
142,479
|
|
|
$
|
53,995
|
|
|
$
|
48,024
|
|
|
$
|
244,498
|
|
|
$
|
6,416,428
|
|
Wholesale financial receivables
|
1,152,416
|
|
|
1,145
|
|
|
384
|
|
|
2,574
|
|
|
4,103
|
|
|
1,156,519
|
|
||||||
|
$
|
7,324,346
|
|
|
$
|
143,624
|
|
|
$
|
54,379
|
|
|
$
|
50,598
|
|
|
$
|
248,601
|
|
|
$
|
7,572,947
|
|
|
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 finance receivables
|
$
|
6,100,186
|
|
|
$
|
136,945
|
|
|
$
|
49,825
|
|
|
$
|
41,245
|
|
|
$
|
228,015
|
|
|
$
|
6,328,201
|
|
Wholesale financial receivables
|
1,081,729
|
|
|
522
|
|
|
273
|
|
|
1,091
|
|
|
1,886
|
|
|
1,083,615
|
|
||||||
|
$
|
7,181,915
|
|
|
$
|
137,467
|
|
|
$
|
50,098
|
|
|
$
|
42,336
|
|
|
$
|
229,901
|
|
|
$
|
7,411,816
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
United States
|
$
|
47,138
|
|
|
$
|
41,285
|
|
|
$
|
39,051
|
|
|
$
|
39,399
|
|
|
$
|
31,677
|
|
Canada
|
888
|
|
|
1,051
|
|
|
1,025
|
|
|
1,326
|
|
|
1,192
|
|
|||||
|
$
|
48,026
|
|
|
$
|
42,336
|
|
|
$
|
40,076
|
|
|
$
|
40,725
|
|
|
$
|
32,869
|
|
|
2019
|
|
2018
|
||||
Prime
|
$
|
5,278,093
|
|
|
$
|
5,183,754
|
|
Sub-prime
|
1,138,335
|
|
|
1,144,447
|
|
||
|
$
|
6,416,428
|
|
|
$
|
6,328,201
|
|
|
2019
|
|
2018
|
||||
Doubtful
|
$
|
11,664
|
|
|
$
|
2,210
|
|
Substandard
|
6,122
|
|
|
9,660
|
|
||
Special Mention
|
16,125
|
|
|
10,299
|
|
||
Medium Risk
|
16,800
|
|
|
25,802
|
|
||
Low Risk
|
1,105,808
|
|
|
1,035,644
|
|
||
|
$
|
1,156,519
|
|
|
$
|
1,083,615
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of period
|
$
|
55,048
|
|
|
$
|
55,947
|
|
|
$
|
53,391
|
|
Acquisitions
|
9,520
|
|
|
—
|
|
|
—
|
|
|||
Currency translation
|
(408
|
)
|
|
(899
|
)
|
|
2,556
|
|
|||
Balance, end of period
|
$
|
64,160
|
|
|
$
|
55,048
|
|
|
$
|
55,947
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gross carrying amount
|
$
|
12,837
|
|
|
$
|
7,234
|
|
|
$
|
7,860
|
|
Accumulated amortization
|
(2,240
|
)
|
|
(1,236
|
)
|
|
(950
|
)
|
|||
|
$
|
10,597
|
|
|
$
|
5,998
|
|
|
$
|
6,910
|
|
2020
|
$
|
1,061
|
|
2021
|
1,061
|
|
|
2022
|
1,061
|
|
|
2023
|
1,061
|
|
|
2024
|
820
|
|
|
Thereafter
|
5,533
|
|
|
|
$
|
10,597
|
|
|
Derivative Financial Instruments
Designated as Cash Flow Hedging Instruments
|
|||||||||||||||||||||||
|
2019
|
|
2018
|
|||||||||||||||||||||
|
Notional
Value
|
|
Other
Current Assets
|
|
Accrued Liabilities
|
|
Notional
Value
|
|
Other
Current Assets
|
|
Accrued Liabilities
|
|||||||||||||
Foreign currency contracts
|
$
|
434,321
|
|
|
$
|
3,505
|
|
|
$
|
3,661
|
|
|
$
|
442,976
|
|
|
$
|
15,071
|
|
|
$
|
313
|
|
|
Commodity contracts
|
616
|
|
|
—
|
|
|
80
|
|
|
827
|
|
|
—
|
|
|
46
|
|
|||||||
Cross-currency swap
|
660,780
|
|
|
8,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Interest rate swaps
|
900,000
|
|
|
—
|
|
|
9,181
|
|
|
900,000
|
|
|
—
|
|
|
4,494
|
|
|||||||
|
$
|
1,995,717
|
|
|
$
|
11,831
|
|
|
$
|
12,922
|
|
|
$
|
1,343,803
|
|
|
$
|
15,071
|
|
|
$
|
4,853
|
|
|
|
Derivative Financial Instruments
Not Designated as Hedging Instruments
|
|||||||||||||||||||||||
|
2019
|
|
2018
|
|||||||||||||||||||||
|
Notional
Value
|
|
Other
Current Assets
|
|
Accrued Liabilities
|
|
Notional
Value
|
|
Other
Current Assets
|
|
Accrued Liabilities
|
|||||||||||||
Foreign currency contracts
|
$
|
220,139
|
|
|
$
|
721
|
|
|
$
|
865
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commodity contracts
|
8,270
|
|
|
95
|
|
|
147
|
|
|
5,239
|
|
|
—
|
|
|
463
|
|
|||||||
Interest rate cap
|
375,980
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
$
|
604,389
|
|
|
$
|
818
|
|
|
$
|
1,012
|
|
|
$
|
5,239
|
|
|
$
|
—
|
|
|
$
|
463
|
|
|
Gain/(Loss)
Recognized in OCI
|
|
Gain/(Loss)
Reclassified from AOCL into Income
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Foreign currency contracts
|
$
|
8,235
|
|
|
$
|
41,657
|
|
|
$
|
(53,964
|
)
|
|
$
|
21,433
|
|
|
$
|
11,492
|
|
|
$
|
(7,202
|
)
|
Commodity contracts
|
(103
|
)
|
|
34
|
|
|
(246
|
)
|
|
(70
|
)
|
|
24
|
|
|
—
|
|
||||||
Cross-currency swap
|
8,326
|
|
|
—
|
|
|
—
|
|
|
12,156
|
|
|
—
|
|
|
—
|
|
||||||
Treasury rate locks
|
—
|
|
|
41
|
|
|
(719
|
)
|
|
(492
|
)
|
|
(498
|
)
|
|
(442
|
)
|
||||||
Interest rate swaps
|
(9,981
|
)
|
|
(6,046
|
)
|
|
—
|
|
|
(5,295
|
)
|
|
(1,552
|
)
|
|
—
|
|
||||||
|
$
|
6,477
|
|
|
$
|
35,686
|
|
|
$
|
(54,929
|
)
|
|
$
|
27,732
|
|
|
$
|
9,466
|
|
|
$
|
(7,644
|
)
|
|
Motorcycles
cost of goods sold
|
|
Selling, administrative &
engineering expense
|
|
Interest expense
|
|
Financial Services interest expense
|
||||||||
|
2019
|
||||||||||||||
Line item on the Consolidated statements of income in which the effects of cash flow hedges are recorded
|
$
|
3,229,798
|
|
|
$
|
1,199,056
|
|
|
$
|
31,078
|
|
|
$
|
210,438
|
|
|
|
|
|
|
|
|
|
||||||||
Gain/(loss) reclassified from AOCL into income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
21,433
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
$
|
(70
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap
|
$
|
—
|
|
|
$
|
12,156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Treasury rate locks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(362
|
)
|
|
$
|
(130
|
)
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,295
|
)
|
|
2018
|
||||||||||||||
Line item on the Consolidated statements of income in which the effects of cash flow hedges are recorded
|
$
|
3,351,796
|
|
|
$
|
1,258,098
|
|
|
$
|
30,884
|
|
|
$
|
193,187
|
|
|
|
|
|
|
|
|
|
||||||||
Gain/(loss) reclassified from AOCL into income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
11,492
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Treasury rate locks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(362
|
)
|
|
$
|
(136
|
)
|
Interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,552
|
)
|
|
2017
|
||||||||||||||
Line item on the Consolidated statements of income in which the effects of cash flow hedges are recorded
|
$
|
3,272,330
|
|
|
$
|
1,180,176
|
|
|
$
|
31,004
|
|
|
$
|
180,193
|
|
|
|
|
|
|
|
|
|
||||||||
Gain/(loss) reclassified from AOCL into income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
(7,202
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Treasury rate locks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(362
|
)
|
|
$
|
(80
|
)
|
|
Amount of Gain/(Loss)
Recognized in Income
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency contracts
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
17
|
|
|
(430
|
)
|
|
503
|
|
|||
Interest rate cap
|
(143
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
65
|
|
|
$
|
(430
|
)
|
|
$
|
503
|
|
|
2019
|
||
Lease assets
|
$
|
61,618
|
|
|
|
||
Accrued liabilities
|
$
|
19,013
|
|
Lease liabilities
|
44,447
|
|
|
|
$
|
63,460
|
|
2020
|
$
|
20,755
|
|
2021
|
17,972
|
|
|
2022
|
13,268
|
|
|
2023
|
6,590
|
|
|
2024
|
4,587
|
|
|
Thereafter
|
4,589
|
|
|
Future lease payments
|
67,761
|
|
|
Present value discount
|
(4,301
|
)
|
|
Lease liability
|
$
|
63,460
|
|
|
2019
|
||
Cash outflows for amounts included in the measurement of lease liabilities
|
$
|
21,491
|
|
Right-of-use assets obtained in exchange for lease obligations
|
$
|
21,759
|
|
|
2019
|
|
Weighted-average remaining lease term (in years)
|
4.68
|
|
Weighted-average discount rate
|
2.1
|
%
|
|
2019
|
|
2018
|
||||
Unsecured commercial paper
|
$
|
571,995
|
|
|
$
|
1,135,810
|
|
|
|
|
2019
|
|
2018
|
|||||
Secured debt:
|
|
|
|
|
|
|||||
Asset-backed Canadian commercial paper conduit facility
|
|
|
$
|
114,693
|
|
|
$
|
155,951
|
|
|
Asset-backed U.S. commercial paper conduit facilities
|
|
|
490,427
|
|
|
582,717
|
|
|||
Asset-backed securitization debt
|
|
|
766,965
|
|
|
95,216
|
|
|||
Unamortized discounts and debt issuance costs
|
|
|
(2,573
|
)
|
|
(49
|
)
|
|||
|
|
|
1,369,512
|
|
|
833,835
|
|
|
|
|
2019
|
|
2018
|
|||||
Unsecured notes (at par value):
|
|
|
|
|
|
|||||
Medium-term notes:
|
|
|
|
|
|
|||||
Due in 2019, issued January 2016
|
2.25
|
%
|
|
—
|
|
|
600,000
|
|
||
Due in 2019, issued March 2017
|
LIBOR + 0.35%
|
|
|
—
|
|
|
150,000
|
|
||
Due in 2019, issued September 2014
|
2.40
|
%
|
|
—
|
|
|
600,000
|
|
||
Due in 2020, issued February 2015
|
2.15
|
%
|
|
600,000
|
|
|
600,000
|
|
||
Due in 2020, issued May 2018
|
LIBOR + 0.50%
|
|
|
450,000
|
|
|
450,000
|
|
||
Due in 2020, issued March 2017
|
2.40
|
%
|
|
350,000
|
|
|
350,000
|
|
||
Due in 2021, issued January 2016
|
2.85
|
%
|
|
600,000
|
|
|
600,000
|
|
||
Due in 2021, issued in November 2018
|
LIBOR + 0.94%
|
|
|
450,000
|
|
|
450,000
|
|
||
Due in 2021, issued May 2018
|
3.55
|
%
|
|
350,000
|
|
|
350,000
|
|
||
Due in 2022, issued February 2019
|
4.05
|
%
|
|
550,000
|
|
|
—
|
|
||
Due in 2022, issued June 2017
|
2.55
|
%
|
|
400,000
|
|
|
400,000
|
|
||
Due in 2023, issued February 2018
|
3.35
|
%
|
|
350,000
|
|
|
350,000
|
|
||
Due in 2024, issued November 2019(a)
|
3.14
|
%
|
|
672,936
|
|
|
—
|
|
||
Unamortized discounts and debt issuance costs
|
|
|
(12,809
|
)
|
|
(12,993
|
)
|
|||
|
|
|
4,760,127
|
|
|
4,887,007
|
|
|||
Senior notes:
|
|
|
|
|
|
|||||
Due in 2025, issued July 2015
|
3.50
|
%
|
|
450,000
|
|
|
450,000
|
|
||
Due in 2045, issued July 2015
|
4.625
|
%
|
|
300,000
|
|
|
300,000
|
|
||
Unamortized discounts and debt issuance costs
|
|
|
(6,704
|
)
|
|
(7,376
|
)
|
|||
|
|
|
743,296
|
|
|
742,624
|
|
|||
|
|
|
5,503,423
|
|
|
5,629,631
|
|
|||
Long-term debt
|
|
|
6,872,935
|
|
|
6,463,466
|
|
|||
Current portion of long-term debt, net
|
|
|
(1,748,109
|
)
|
|
(1,575,799
|
)
|
|||
Long-term debt, net
|
|
|
$
|
5,124,826
|
|
|
$
|
4,887,667
|
|
(a)
|
Euro denominated €600.0 million par value remeasured to U.S. dollar at December 31, 2019
|
2020
|
$
|
2,326,688
|
|
2021
|
1,751,129
|
|
|
2022
|
1,351,281
|
|
|
2023
|
614,982
|
|
|
2024
|
672,936
|
|
|
Thereafter
|
750,000
|
|
|
|
$
|
7,467,016
|
|
•
|
Assume or incur certain liens;
|
•
|
Participate in certain mergers or consolidations; and
|
•
|
Purchase or hold margin stock.
|
|
2019
|
||||||||||||||||||||||
|
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
|
$
|
826,047
|
|
|
$
|
(24,935
|
)
|
|
$
|
36,037
|
|
|
$
|
778
|
|
|
$
|
837,927
|
|
|
$
|
764,392
|
|
Asset-backed U.S. commercial paper conduit facilities
|
533,587
|
|
|
(16,076
|
)
|
|
27,775
|
|
|
1,642
|
|
|
546,928
|
|
|
490,427
|
|
||||||
Unconsolidated VIEs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
232,699
|
|
|
(2,786
|
)
|
|
7,686
|
|
|
296
|
|
|
237,895
|
|
|
114,693
|
|
||||||
|
$
|
1,592,333
|
|
|
$
|
(43,797
|
)
|
|
$
|
71,498
|
|
|
$
|
2,716
|
|
|
$
|
1,622,750
|
|
|
$
|
1,369,512
|
|
|
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
|
$
|
158,718
|
|
|
$
|
(4,691
|
)
|
|
$
|
17,191
|
|
|
$
|
329
|
|
|
$
|
171,547
|
|
|
$
|
95,167
|
|
Asset-backed U.S. commercial paper conduit facilities
|
631,588
|
|
|
(18,733
|
)
|
|
30,012
|
|
|
1,234
|
|
|
644,101
|
|
|
582,717
|
|
||||||
Unconsolidated VIEs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed Canadian commercial paper conduit facility
|
181,774
|
|
|
(3,130
|
)
|
|
8,779
|
|
|
343
|
|
|
187,766
|
|
|
155,951
|
|
||||||
|
$
|
972,080
|
|
|
$
|
(26,554
|
)
|
|
$
|
55,982
|
|
|
$
|
1,906
|
|
|
$
|
1,003,414
|
|
|
$
|
833,835
|
|
Issue Date
|
|
Principal Amount
at Date of Issuance
|
|
Weighted-Average Rate
at Date of Issuance
|
|
Contractual Maturity Date
|
June 2019
|
|
$525,000
|
|
2.37%
|
|
July 2020 - November 2026
|
May 2019
|
|
$500,000
|
|
3.05%
|
|
July 2026
|
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
|
|
2019
|
|
2018
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,900
|
|
|
$
|
29,300
|
|
Second quarter
|
—
|
|
|
—
|
|
|
59,100
|
|
|
53,300
|
|
||||
Third quarter
|
174,400
|
|
|
154,600
|
|
|
—
|
|
|
—
|
|
||||
Fourth quarter
|
—
|
|
|
—
|
|
|
400,200
|
|
|
356,800
|
|
||||
|
$
|
174,400
|
|
|
$
|
154,600
|
|
|
$
|
492,200
|
|
|
$
|
439,400
|
|
|
2019
|
|
2018
|
||||||||||||
|
Transfers
|
|
Proceeds
|
|
Transfers
|
|
Proceeds
|
||||||||
First quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,600
|
|
|
$
|
6,200
|
|
Second quarter
|
28,200
|
|
|
23,400
|
|
|
38,900
|
|
|
32,200
|
|
||||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fourth quarter
|
—
|
|
|
—
|
|
|
39,000
|
|
|
32,200
|
|
||||
|
$
|
28,200
|
|
|
$
|
23,400
|
|
|
$
|
85,500
|
|
|
$
|
70,600
|
|
|
2019
|
|
2018
|
||||
On-balance sheet retail motorcycle finance receivables
|
$
|
6,274,551
|
|
|
$
|
6,185,350
|
|
Off-balance sheet retail motorcycle finance receivables
|
35,197
|
|
|
79,613
|
|
||
|
$
|
6,309,748
|
|
|
$
|
6,264,963
|
|
|
Amount 30 days or more past due
|
||||||
|
2019
|
|
2018
|
||||
On-balance sheet retail motorcycle finance receivables
|
$
|
244,498
|
|
|
$
|
228,015
|
|
Off-balance sheet retail motorcycle finance receivables
|
885
|
|
|
1,658
|
|
||
|
$
|
245,383
|
|
|
$
|
229,673
|
|
|
2019
|
|
2018
|
||||
On-balance sheet retail motorcycle finance receivables
|
$
|
125,840
|
|
|
$
|
109,448
|
|
Off-balance sheet retail motorcycle finance receivables
|
458
|
|
|
907
|
|
||
|
$
|
126,298
|
|
|
$
|
110,355
|
|
|
2019
|
||||||||||
|
Balance
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Cash equivalents
|
$
|
624,832
|
|
|
$
|
459,885
|
|
|
$
|
164,947
|
|
Marketable securities
|
52,575
|
|
|
52,575
|
|
|
—
|
|
|||
Derivative financial instruments
|
12,649
|
|
|
—
|
|
|
12,649
|
|
|||
|
$
|
690,056
|
|
|
$
|
512,460
|
|
|
$
|
177,596
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative financial instruments
|
$
|
13,934
|
|
|
$
|
—
|
|
|
$
|
13,934
|
|
|
2018
|
||||||||||
|
Balance
|
|
Level 1
|
|
Level 2
|
||||||
Assets:
|
|
|
|
|
|
||||||
Cash equivalents
|
$
|
998,601
|
|
|
$
|
728,800
|
|
|
$
|
269,801
|
|
Marketable securities
|
54,250
|
|
|
44,243
|
|
|
10,007
|
|
|||
Derivative financial instruments
|
15,071
|
|
|
—
|
|
|
15,071
|
|
|||
|
$
|
1,067,922
|
|
|
$
|
773,043
|
|
|
$
|
294,879
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative financial instruments
|
$
|
5,316
|
|
|
$
|
—
|
|
|
$
|
5,316
|
|
|
2019
|
|
2018
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Finance receivables, net
|
$
|
7,419,627
|
|
|
$
|
7,374,366
|
|
|
$
|
7,304,334
|
|
|
$
|
7,221,931
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Debt:
|
|
|
|
|
|
|
|
||||||||
Unsecured commercial paper
|
$
|
571,995
|
|
|
$
|
571,995
|
|
|
$
|
1,135,810
|
|
|
$
|
1,135,810
|
|
Asset-backed U.S. commercial paper conduit facilities
|
$
|
490,427
|
|
|
$
|
490,427
|
|
|
$
|
582,717
|
|
|
$
|
582,717
|
|
Asset-backed Canadian commercial paper conduit facility
|
$
|
114,693
|
|
|
$
|
114,693
|
|
|
$
|
155,951
|
|
|
$
|
155,951
|
|
Medium-term notes
|
$
|
4,816,153
|
|
|
$
|
4,760,127
|
|
|
$
|
4,829,671
|
|
|
$
|
4,887,007
|
|
Senior notes
|
$
|
774,949
|
|
|
$
|
743,296
|
|
|
$
|
707,198
|
|
|
$
|
742,624
|
|
Asset-backed securitization debt
|
$
|
768,094
|
|
|
$
|
764,392
|
|
|
$
|
94,974
|
|
|
$
|
95,167
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of period
|
$
|
131,740
|
|
|
$
|
94,200
|
|
|
$
|
79,482
|
|
Warranties issued during the period
|
50,470
|
|
|
53,367
|
|
|
57,834
|
|
|||
Settlements made during the period
|
(90,404
|
)
|
|
(79,300
|
)
|
|
(82,554
|
)
|
|||
Recalls and changes to pre-existing warranty liabilities
|
(2,013
|
)
|
|
63,473
|
|
|
39,438
|
|
|||
Balance, end of period
|
$
|
89,793
|
|
|
$
|
131,740
|
|
|
$
|
94,200
|
|
|
Pension and SERPA Benefits
|
|
Postretirement Healthcare Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of period
|
$
|
1,984,708
|
|
|
$
|
2,201,021
|
|
|
$
|
286,574
|
|
|
$
|
338,488
|
|
Service cost
|
25,408
|
|
|
32,340
|
|
|
4,449
|
|
|
7,180
|
|
||||
Interest cost
|
85,483
|
|
|
82,778
|
|
|
11,753
|
|
|
11,556
|
|
||||
Actuarial losses (gains)
|
236,719
|
|
|
(213,583
|
)
|
|
9,590
|
|
|
(42,039
|
)
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1,999
|
|
|
2,492
|
|
||||
Plan amendments
|
8,371
|
|
|
(12,926
|
)
|
|
—
|
|
|
(4,710
|
)
|
||||
Special early retirement benefits
|
1,583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(126,079
|
)
|
|
(106,280
|
)
|
|
(20,860
|
)
|
|
(23,448
|
)
|
||||
Net curtailments and settlements
|
(4,181
|
)
|
|
1,358
|
|
|
—
|
|
|
(2,945
|
)
|
||||
Benefit obligation, end of period
|
2,212,012
|
|
|
1,984,708
|
|
|
293,505
|
|
|
286,574
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of period
|
1,874,618
|
|
|
2,162,885
|
|
|
190,357
|
|
|
217,537
|
|
||||
Return on plan assets
|
459,388
|
|
|
(185,468
|
)
|
|
41,717
|
|
|
(13,287
|
)
|
||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1,999
|
|
|
2,492
|
|
||||
Benefits paid
|
(124,784
|
)
|
|
(102,799
|
)
|
|
(13,081
|
)
|
|
(16,385
|
)
|
||||
Fair value of plan assets, end of period
|
2,209,222
|
|
|
1,874,618
|
|
|
220,992
|
|
|
190,357
|
|
||||
Funded status of the plan
|
$
|
(2,790
|
)
|
|
$
|
(110,090
|
)
|
|
$
|
(72,513
|
)
|
|
$
|
(96,217
|
)
|
|
|
|
|
|
|
|
|
||||||||
Funded status as recognized on the Consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Prepaid pension costs
|
$
|
56,014
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
(2,666
|
)
|
|
(2,314
|
)
|
|
—
|
|
|
(1,764
|
)
|
||||
Pension liabilities
|
(56,138
|
)
|
|
(107,776
|
)
|
|
—
|
|
|
—
|
|
||||
Postretirement healthcare liabilities
|
—
|
|
|
—
|
|
|
(72,513
|
)
|
|
(94,453
|
)
|
||||
|
$
|
(2,790
|
)
|
|
$
|
(110,090
|
)
|
|
$
|
(72,513
|
)
|
|
$
|
(96,217
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts included in Accumulated other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Prior service credits
|
$
|
(6,489
|
)
|
|
$
|
(14,371
|
)
|
|
$
|
(7,559
|
)
|
|
$
|
(9,381
|
)
|
Actuarial losses (gains)
|
496,919
|
|
|
593,608
|
|
|
(1,321
|
)
|
|
12,005
|
|
||||
|
$
|
490,430
|
|
|
$
|
579,237
|
|
|
$
|
(8,880
|
)
|
|
$
|
2,624
|
|
|
2019
|
|
2018
|
||||
Plans with PBO in excess of fair value of plan assets:
|
|
|
|
||||
PBO
|
$
|
58,804
|
|
|
$
|
1,984,708
|
|
Fair value of plan assets
|
$
|
—
|
|
|
$
|
1,874,618
|
|
|
|
|
|
||||
Plans with ABO in excess of fair value of plan assets:
|
|
|
|
||||
ABO
|
$
|
44,232
|
|
|
$
|
40,085
|
|
Fair value of plan assets
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension and SERPA Benefits
|
|
Postretirement Healthcare Benefits
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
25,408
|
|
|
$
|
32,340
|
|
|
$
|
31,584
|
|
|
$
|
4,449
|
|
|
$
|
7,180
|
|
|
$
|
7,500
|
|
Interest cost
|
85,483
|
|
|
82,778
|
|
|
85,076
|
|
|
11,753
|
|
|
11,556
|
|
|
13,648
|
|
||||||
Expected return on plan assets
|
(142,323
|
)
|
|
(147,671
|
)
|
|
(141,385
|
)
|
|
(14,030
|
)
|
|
(14,161
|
)
|
|
(12,623
|
)
|
||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service (credit) cost
|
(1,930
|
)
|
|
(420
|
)
|
|
1,018
|
|
|
(2,381
|
)
|
|
(1,842
|
)
|
|
(2,171
|
)
|
||||||
Net loss
|
44,511
|
|
|
64,773
|
|
|
43,993
|
|
|
277
|
|
|
1,817
|
|
|
3,261
|
|
||||||
Special early retirement benefits
|
1,583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss (gain)
|
—
|
|
|
1,017
|
|
|
—
|
|
|
(960
|
)
|
|
(886
|
)
|
|
—
|
|
||||||
Settlement loss
|
1,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
14,235
|
|
|
$
|
32,817
|
|
|
$
|
20,286
|
|
|
$
|
(892
|
)
|
|
$
|
3,664
|
|
|
$
|
9,615
|
|
|
Pension and SERPA Benefits
|
|
Postretirement Healthcare Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Assumptions for benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.49
|
%
|
|
4.38
|
%
|
|
3.71
|
%
|
|
3.26
|
%
|
|
4.23
|
%
|
|
3.52
|
%
|
Rate of compensation increase
|
3.39
|
%
|
|
3.38
|
%
|
|
3.43
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Assumptions for net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.38
|
%
|
|
3.71
|
%
|
|
4.30
|
%
|
|
4.23
|
%
|
|
3.52
|
%
|
|
4.03
|
%
|
Expected return on plan assets
|
7.10
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Rate of compensation increase
|
3.38
|
%
|
|
3.43
|
%
|
|
3.50
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Balance
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
35,463
|
|
|
$
|
—
|
|
|
$
|
35,463
|
|
Equity holdings:
|
|
|
|
|
|
||||||
U.S. companies
|
728,892
|
|
|
707,276
|
|
|
21,616
|
|
|||
Foreign companies
|
79,707
|
|
|
77,275
|
|
|
2,432
|
|
|||
Harley-Davidson common stock
|
47,365
|
|
|
47,365
|
|
|
—
|
|
|||
Pooled equity funds
|
377,301
|
|
|
377,301
|
|
|
—
|
|
|||
Other
|
72
|
|
|
72
|
|
|
—
|
|
|||
|
1,233,337
|
|
|
1,209,289
|
|
|
24,048
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
||||||
U.S. Treasuries
|
67,234
|
|
|
67,234
|
|
|
—
|
|
|||
Federal agencies
|
15,434
|
|
|
—
|
|
|
15,434
|
|
|||
Corporate bonds
|
583,475
|
|
|
—
|
|
|
583,475
|
|
|||
Pooled fixed income funds
|
142,134
|
|
|
48,674
|
|
|
93,460
|
|
|||
Foreign bonds
|
103,439
|
|
|
—
|
|
|
103,439
|
|
|||
Municipal bonds
|
12,339
|
|
|
—
|
|
|
12,339
|
|
|||
|
924,055
|
|
|
115,908
|
|
|
808,147
|
|
|||
Plan assets subject to fair value leveling
|
2,192,855
|
|
|
$
|
1,325,197
|
|
|
$
|
867,658
|
|
|
|
|
|
|
|
|
||||||
Plan assets measured at net asset value:
|
|
|
|
|
|
||||||
Limited partnership interests
|
4,118
|
|
|
|
|
|
|||||
Real estate investment trusts
|
12,249
|
|
|
|
|
|
|||||
|
16,367
|
|
|
|
|
|
|||||
|
$
|
2,209,222
|
|
|
|
|
|
|
Balance
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
2,458
|
|
|
$
|
—
|
|
|
$
|
2,458
|
|
Equity holdings:
|
|
|
|
|
|
||||||
U.S. companies
|
104,399
|
|
|
104,399
|
|
|
—
|
|
|||
Foreign companies
|
22,422
|
|
|
21,744
|
|
|
678
|
|
|||
Pooled equity funds
|
25,029
|
|
|
25,029
|
|
|
—
|
|
|||
Other
|
7
|
|
|
7
|
|
|
—
|
|
|||
|
151,857
|
|
|
151,179
|
|
|
678
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
||||||
U.S. Treasuries
|
5,782
|
|
|
5,782
|
|
|
—
|
|
|||
Federal agencies
|
7,986
|
|
|
—
|
|
|
7,986
|
|
|||
Corporate bonds
|
8,425
|
|
|
—
|
|
|
8,425
|
|
|||
Pooled fixed income funds
|
36,720
|
|
|
36,720
|
|
|
—
|
|
|||
Foreign bonds
|
672
|
|
|
—
|
|
|
672
|
|
|||
Municipal bonds
|
454
|
|
|
—
|
|
|
454
|
|
|||
|
60,039
|
|
|
42,502
|
|
|
17,537
|
|
|||
Plan assets subject to fair value leveling
|
214,354
|
|
|
$
|
193,681
|
|
|
$
|
20,673
|
|
|
|
|
|
|
|
|
||||||
Plan assets measured at net asset value:
|
|
|
|
|
|
||||||
Real estate investment trusts
|
6,638
|
|
|
|
|
|
|||||
|
$
|
220,992
|
|
|
|
|
|
|
Balance
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
40,984
|
|
|
$
|
—
|
|
|
$
|
40,984
|
|
Equity holdings:
|
|
|
|
|
|
||||||
U.S. companies
|
636,308
|
|
|
621,459
|
|
|
14,849
|
|
|||
Foreign companies
|
66,143
|
|
|
66,143
|
|
|
—
|
|
|||
Harley-Davidson common stock
|
43,455
|
|
|
43,455
|
|
|
—
|
|
|||
Pooled equity funds
|
330,476
|
|
|
330,476
|
|
|
—
|
|
|||
Other
|
85
|
|
|
85
|
|
|
—
|
|
|||
|
1,076,467
|
|
|
1,061,618
|
|
|
14,849
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
||||||
U.S. Treasuries
|
45,102
|
|
|
45,102
|
|
|
—
|
|
|||
Federal agencies
|
27,811
|
|
|
—
|
|
|
27,811
|
|
|||
Corporate bonds
|
434,070
|
|
|
—
|
|
|
434,070
|
|
|||
Pooled fixed income funds
|
140,630
|
|
|
42,400
|
|
|
98,230
|
|
|||
Foreign bonds
|
83,852
|
|
|
266
|
|
|
83,586
|
|
|||
Municipal bonds
|
9,276
|
|
|
—
|
|
|
9,276
|
|
|||
|
740,741
|
|
|
87,768
|
|
|
652,973
|
|
|||
Plan assets subject to fair value leveling
|
1,858,192
|
|
|
$
|
1,149,386
|
|
|
$
|
708,806
|
|
|
|
|
|
|
|
|
||||||
Plan assets measured at net asset value:
|
|
|
|
|
|
||||||
Limited partnership interests
|
5,918
|
|
|
|
|
|
|||||
Real estate investment trust
|
10,508
|
|
|
|
|
|
|||||
|
16,426
|
|
|
|
|
|
|||||
|
$
|
1,874,618
|
|
|
|
|
|
|
Balance
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
5,276
|
|
|
$
|
—
|
|
|
$
|
5,276
|
|
Equity holdings:
|
|
|
|
|
|
||||||
U.S. companies
|
86,975
|
|
|
86,949
|
|
|
26
|
|
|||
Foreign companies
|
16,342
|
|
|
16,342
|
|
|
—
|
|
|||
Pooled equity funds
|
20,747
|
|
|
20,747
|
|
|
—
|
|
|||
Other
|
9
|
|
|
9
|
|
|
—
|
|
|||
|
124,073
|
|
|
124,047
|
|
|
26
|
|
|||
Fixed-income holdings:
|
|
|
|
|
|
||||||
U.S. Treasuries
|
8,707
|
|
|
8,707
|
|
|
—
|
|
|||
Federal agencies
|
5,445
|
|
|
—
|
|
|
5,445
|
|
|||
Corporate bonds
|
6,590
|
|
|
—
|
|
|
6,590
|
|
|||
Pooled fixed income funds
|
33,959
|
|
|
33,959
|
|
|
—
|
|
|||
Foreign bonds
|
538
|
|
|
—
|
|
|
538
|
|
|||
Municipal bonds
|
272
|
|
|
—
|
|
|
272
|
|
|||
|
55,511
|
|
|
42,666
|
|
|
12,845
|
|
|||
Plan assets subject to fair value leveling
|
184,860
|
|
|
$
|
166,713
|
|
|
$
|
18,147
|
|
|
|
|
|
|
|
|
||||||
Plan assets measured at net asset value:
|
|
|
|
|
|
||||||
Real estate investment trust
|
5,497
|
|
|
|
|
|
|||||
|
$
|
190,357
|
|
|
|
|
|
|
2019
|
|
2018
|
||
Healthcare cost trend rate for next year
|
7.25
|
%
|
|
6.75
|
%
|
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
|
2029
|
|
|
2026
|
|
|
Pension Benefits
|
|
SERPA Benefits
|
|
Postretirement Healthcare Benefits
|
||||||
2020
|
$
|
97,227
|
|
|
$
|
2,666
|
|
|
$
|
23,328
|
|
2021
|
$
|
98,376
|
|
|
$
|
3,000
|
|
|
$
|
23,501
|
|
2022
|
$
|
101,566
|
|
|
$
|
3,309
|
|
|
$
|
23,625
|
|
2023
|
$
|
104,864
|
|
|
$
|
4,176
|
|
|
$
|
23,307
|
|
2024
|
$
|
108,436
|
|
|
$
|
4,401
|
|
|
$
|
22,902
|
|
2025-2028
|
$
|
590,687
|
|
|
$
|
29,048
|
|
|
$
|
109,195
|
|
|
Shares & Units
|
|
Weighted-Average Fair Value Per Share
|
|||
Nonvested, beginning of period
|
1,894
|
|
|
$
|
48
|
|
Granted
|
1,149
|
|
|
$
|
37
|
|
Vested
|
(717
|
)
|
|
$
|
46
|
|
Forfeited
|
(315
|
)
|
|
$
|
41
|
|
Nonvested, end of period
|
2,011
|
|
|
$
|
43
|
|
|
Units
|
|
Weighted-Average Fair Value Per Share
|
|||
Nonvested, beginning of period
|
105
|
|
|
$
|
39
|
|
Granted
|
94
|
|
|
$
|
38
|
|
Vested
|
(48
|
)
|
|
$
|
37
|
|
Forfeited
|
(24
|
)
|
|
$
|
35
|
|
Nonvested, end of period
|
127
|
|
|
$
|
38
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|||
Outstanding, beginning of period
|
1,055
|
|
|
$
|
50
|
|
Exercised
|
(168
|
)
|
|
$
|
21
|
|
Forfeited
|
(71
|
)
|
|
$
|
54
|
|
Outstanding, end of period
|
816
|
|
|
$
|
56
|
|
|
|
|
|
|||
Exercisable, end of period
|
816
|
|
|
$
|
56
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Exercised
|
$
|
2,614
|
|
|
$
|
3,855
|
|
|
$
|
4,051
|
|
Outstanding
|
$
|
52
|
|
|
$
|
2,366
|
|
|
$
|
11,711
|
|
Exercisable
|
$
|
52
|
|
|
$
|
2,366
|
|
|
$
|
11,711
|
|
Price Range
|
|
Weighted-Average
Contractual Life
|
|
Options
|
|
Weighted-Average
Exercise Price
|
|||
$20.01 to $30
|
|
0.5
|
|
4
|
|
|
$
|
24
|
|
$40.01 to $50
|
|
1.6
|
|
207
|
|
|
$
|
44
|
|
$50.01 to $60
|
|
2.9
|
|
157
|
|
|
$
|
52
|
|
$60.01 to $70
|
|
4.3
|
|
448
|
|
|
$
|
63
|
|
Options outstanding
|
|
3.0
|
|
816
|
|
|
$
|
56
|
|
|
|
|
|
|
|
|
|||
Options exercisable
|
|
3.0
|
|
816
|
|
|
$
|
56
|
|
|
2019
|
||||||||||||||||||
|
Foreign currency translation adjustments
|
|
Marketable securities
|
|
Derivative financial instruments
|
|
Pension and postretirement benefit plans
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
(49,608
|
)
|
|
$
|
—
|
|
|
$
|
1,785
|
|
|
$
|
(581,861
|
)
|
|
$
|
(629,684
|
)
|
Other comprehensive income, before reclassifications
|
9,229
|
|
|
—
|
|
|
6,477
|
|
|
90,071
|
|
|
105,777
|
|
|||||
Income tax expense
|
(434
|
)
|
|
—
|
|
|
(1,541
|
)
|
|
(21,149
|
)
|
|
(23,124
|
)
|
|||||
|
8,795
|
|
|
—
|
|
|
4,936
|
|
|
68,922
|
|
|
82,653
|
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net gain on derivative instruments
|
—
|
|
|
—
|
|
|
(27,732
|
)
|
|
—
|
|
|
(27,732
|
)
|
|||||
Prior service credits(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,311
|
)
|
|
(4,311
|
)
|
|||||
Actuarial losses(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
44,788
|
|
|
44,788
|
|
|||||
Curtailment and settlement losses(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|
543
|
|
|||||
Reclassifications before tax
|
—
|
|
|
—
|
|
|
(27,732
|
)
|
|
41,020
|
|
|
13,288
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
6,425
|
|
|
(9,631
|
)
|
|
(3,206
|
)
|
|||||
|
—
|
|
|
—
|
|
|
(21,307
|
)
|
|
31,389
|
|
|
10,082
|
|
|||||
Other comprehensive income (loss)
|
8,795
|
|
|
—
|
|
|
(16,371
|
)
|
|
100,311
|
|
|
92,735
|
|
|||||
Balance, end of period
|
$
|
(40,813
|
)
|
|
$
|
—
|
|
|
$
|
(14,586
|
)
|
|
$
|
(481,550
|
)
|
|
$
|
(536,949
|
)
|
|
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 (loss) income, before reclassifications
|
(28,212
|
)
|
|
—
|
|
|
35,686
|
|
|
(84,725
|
)
|
|
(77,251
|
)
|
|||||
Income tax benefit (expense)
|
3,202
|
|
|
—
|
|
|
(8,455
|
)
|
|
19,893
|
|
|
14,640
|
|
|||||
|
(25,010
|
)
|
|
—
|
|
|
27,231
|
|
|
(64,832
|
)
|
|
(62,611
|
)
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net gain on derivative instruments
|
—
|
|
|
—
|
|
|
(9,466
|
)
|
|
—
|
|
|
(9,466
|
)
|
|||||
Prior service credits(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,262
|
)
|
|
(2,262
|
)
|
|||||
Actuarial losses(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
66,590
|
|
|
66,590
|
|
|||||
Curtailment and settlement gains(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(886
|
)
|
|
(886
|
)
|
|||||
Reclassifications before tax
|
—
|
|
|
—
|
|
|
(9,466
|
)
|
|
63,442
|
|
|
53,976
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
2,244
|
|
|
(14,896
|
)
|
|
(12,652
|
)
|
|||||
|
—
|
|
|
—
|
|
|
(7,222
|
)
|
|
48,546
|
|
|
41,324
|
|
|||||
Other comprehensive (loss) income
|
(25,010
|
)
|
|
—
|
|
|
20,009
|
|
|
(16,286
|
)
|
|
(21,287
|
)
|
|||||
Reclassification of certain tax effects
|
(2,746
|
)
|
|
—
|
|
|
(970
|
)
|
|
(104,632
|
)
|
|
(108,348
|
)
|
|||||
Balance, end of period
|
$
|
(49,608
|
)
|
|
$
|
—
|
|
|
$
|
1,785
|
|
|
$
|
(581,861
|
)
|
|
$
|
(629,684
|
)
|
|
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
|
52,145
|
|
|
1,896
|
|
|
(54,929
|
)
|
|
24,321
|
|
|
23,433
|
|
|||||
Income tax (expense) benefit
|
(5,865
|
)
|
|
(702
|
)
|
|
20,338
|
|
|
(5,711
|
)
|
|
8,060
|
|
|||||
|
46,280
|
|
|
1,194
|
|
|
(34,591
|
)
|
|
18,610
|
|
|
31,493
|
|
|||||
Reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss on derivative instruments
|
—
|
|
|
—
|
|
|
7,644
|
|
|
—
|
|
|
7,644
|
|
|||||
Prior service credits(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,153
|
)
|
|
(1,153
|
)
|
|||||
Actuarial losses(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
47,254
|
|
|
47,254
|
|
|||||
Reclassifications before tax
|
—
|
|
|
—
|
|
|
7,644
|
|
|
46,101
|
|
|
53,745
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
(2,831
|
)
|
|
(17,075
|
)
|
|
(19,906
|
)
|
|||||
|
—
|
|
|
—
|
|
|
4,813
|
|
|
29,026
|
|
|
33,839
|
|
|||||
Other comprehensive income (loss)
|
46,280
|
|
|
1,194
|
|
|
(29,778
|
)
|
|
47,636
|
|
|
65,332
|
|
|||||
Balance, end of period
|
$
|
(21,852
|
)
|
|
$
|
—
|
|
|
$
|
(17,254
|
)
|
|
$
|
(460,943
|
)
|
|
$
|
(500,049
|
)
|
(a)
|
Amounts reclassified are included in the computation of net periodic benefit cost, discussed further in Note 15.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Motorcycles and Related Products:
|
|
|
|
|
|
||||||
Motorcycles revenue
|
$
|
4,572,678
|
|
|
$
|
4,968,646
|
|
|
$
|
4,915,027
|
|
Gross profit
|
1,342,880
|
|
|
1,616,850
|
|
|
1,642,697
|
|
|||
Selling, administrative and engineering expense
|
1,020,907
|
|
|
1,101,086
|
|
|
1,035,921
|
|
|||
Restructuring expense
|
32,353
|
|
|
93,401
|
|
|
—
|
|
|||
Operating income
|
289,620
|
|
|
422,363
|
|
|
606,776
|
|
|||
Financial Services:
|
|
|
|
|
|
||||||
Financial Services revenue
|
789,111
|
|
|
748,229
|
|
|
732,197
|
|
|||
Financial Services expense
|
523,123
|
|
|
457,069
|
|
|
456,892
|
|
|||
Operating income
|
265,988
|
|
|
291,160
|
|
|
275,305
|
|
|||
Operating income
|
$
|
555,608
|
|
|
$
|
713,523
|
|
|
$
|
882,081
|
|
|
Motorcycles
|
|
Financial Services
|
|
Consolidated
|
||||||
2019:
|
|
|
|
|
|
||||||
Assets
|
$
|
2,548,115
|
|
|
$
|
7,980,044
|
|
|
$
|
10,528,159
|
|
Depreciation and amortization
|
$
|
223,656
|
|
|
$
|
8,881
|
|
|
$
|
232,537
|
|
Capital expenditures
|
$
|
176,264
|
|
|
$
|
5,176
|
|
|
$
|
181,440
|
|
2018:
|
|
|
|
|
|
||||||
Assets
|
$
|
2,562,931
|
|
|
$
|
8,102,733
|
|
|
$
|
10,665,664
|
|
Depreciation and amortization
|
$
|
260,707
|
|
|
$
|
4,156
|
|
|
$
|
264,863
|
|
Capital expenditures
|
$
|
197,905
|
|
|
$
|
15,611
|
|
|
$
|
213,516
|
|
2017:
|
|
|
|
|
|
||||||
Assets
|
$
|
2,449,603
|
|
|
$
|
7,523,069
|
|
|
$
|
9,972,672
|
|
Depreciation and amortization
|
$
|
215,639
|
|
|
$
|
6,549
|
|
|
$
|
222,188
|
|
Capital expenditures
|
$
|
193,204
|
|
|
$
|
13,090
|
|
|
$
|
206,294
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Motorcycles revenue(a):
|
|
|
|
|
|
||||||
United States
|
$
|
2,971,223
|
|
|
$
|
3,159,049
|
|
|
$
|
3,215,513
|
|
EMEA
|
743,385
|
|
|
893,589
|
|
|
790,725
|
|
|||
Canada
|
210,381
|
|
|
230,211
|
|
|
232,883
|
|
|||
Japan
|
156,644
|
|
|
161,370
|
|
|
180,938
|
|
|||
Australia and New Zealand
|
117,525
|
|
|
147,561
|
|
|
168,670
|
|
|||
Other countries
|
373,520
|
|
|
376,866
|
|
|
326,298
|
|
|||
|
$
|
4,572,678
|
|
|
$
|
4,968,646
|
|
|
$
|
4,915,027
|
|
Financial Services revenue(a):
|
|
|
|
|
|
||||||
United States
|
$
|
754,535
|
|
|
$
|
712,898
|
|
|
$
|
698,383
|
|
Canada
|
22,799
|
|
|
23,120
|
|
|
22,580
|
|
|||
Europe
|
8,435
|
|
|
8,411
|
|
|
6,845
|
|
|||
Other countries
|
3,342
|
|
|
3,800
|
|
|
4,389
|
|
|||
|
$
|
789,111
|
|
|
$
|
748,229
|
|
|
$
|
732,197
|
|
Long-lived assets(b):
|
|
|
|
|
|
||||||
United States
|
$
|
757,594
|
|
|
$
|
838,446
|
|
|
$
|
912,032
|
|
International:
|
|
|
|
|
|
||||||
Thailand
|
78,651
|
|
|
50,331
|
|
|
31,087
|
|
|||
Other countries
|
11,137
|
|
|
15,355
|
|
|
24,662
|
|
|||
|
89,788
|
|
|
65,686
|
|
|
55,749
|
|
|||
|
$
|
847,382
|
|
|
$
|
904,132
|
|
|
$
|
967,781
|
|
(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, 2019
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
$
|
4,593,585
|
|
|
$
|
—
|
|
|
$
|
(20,907
|
)
|
|
$
|
4,572,678
|
|
Financial Services
|
—
|
|
|
779,163
|
|
|
9,948
|
|
|
789,111
|
|
||||
|
4,593,585
|
|
|
779,163
|
|
|
(10,959
|
)
|
|
5,361,789
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
3,229,798
|
|
|
—
|
|
|
—
|
|
|
3,229,798
|
|
||||
Financial Services interest expense
|
—
|
|
|
210,438
|
|
|
—
|
|
|
210,438
|
|
||||
Financial Services provision for credit losses
|
—
|
|
|
134,536
|
|
|
—
|
|
|
134,536
|
|
||||
Selling, administrative and engineering expense
|
1,034,921
|
|
|
175,258
|
|
|
(11,123
|
)
|
|
1,199,056
|
|
||||
Restructuring expense
|
32,353
|
|
|
—
|
|
|
—
|
|
|
32,353
|
|
||||
|
4,297,072
|
|
|
520,232
|
|
|
(11,123
|
)
|
|
4,806,181
|
|
||||
Operating income
|
296,513
|
|
|
258,931
|
|
|
164
|
|
|
555,608
|
|
||||
Other income (expense), net
|
16,514
|
|
|
—
|
|
|
—
|
|
|
16,514
|
|
||||
Investment income
|
196,371
|
|
|
—
|
|
|
(180,000
|
)
|
|
16,371
|
|
||||
Interest expense
|
31,078
|
|
|
—
|
|
|
—
|
|
|
31,078
|
|
||||
Income before provision for income taxes
|
478,320
|
|
|
258,931
|
|
|
(179,836
|
)
|
|
557,415
|
|
||||
Provision for income taxes
|
75,278
|
|
|
58,502
|
|
|
—
|
|
|
133,780
|
|
||||
Net income
|
$
|
403,042
|
|
|
$
|
200,429
|
|
|
$
|
(179,836
|
)
|
|
$
|
423,635
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
$
|
4,981,445
|
|
|
$
|
—
|
|
|
$
|
(12,799
|
)
|
|
$
|
4,968,646
|
|
Financial Services
|
—
|
|
|
747,432
|
|
|
797
|
|
|
748,229
|
|
||||
|
4,981,445
|
|
|
747,432
|
|
|
(12,002
|
)
|
|
5,716,875
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
3,352,438
|
|
|
—
|
|
|
(642
|
)
|
|
3,351,796
|
|
||||
Financial Services interest expense
|
—
|
|
|
193,187
|
|
|
—
|
|
|
193,187
|
|
||||
Financial Services provision for credit losses
|
—
|
|
|
106,870
|
|
|
—
|
|
|
106,870
|
|
||||
Selling, administrative and engineering expense
|
1,104,919
|
|
|
164,623
|
|
|
(11,444
|
)
|
|
1,258,098
|
|
||||
Restructuring expense
|
93,401
|
|
|
—
|
|
|
—
|
|
|
93,401
|
|
||||
|
4,550,758
|
|
|
464,680
|
|
|
(12,086
|
)
|
|
5,003,352
|
|
||||
Operating income
|
430,687
|
|
|
282,752
|
|
|
84
|
|
|
713,523
|
|
||||
Other income (expense), net
|
3,039
|
|
|
—
|
|
|
—
|
|
|
3,039
|
|
||||
Investment income
|
235,951
|
|
|
—
|
|
|
(235,000
|
)
|
|
951
|
|
||||
Interest expense
|
30,884
|
|
|
—
|
|
|
—
|
|
|
30,884
|
|
||||
Income before provision for income taxes
|
638,793
|
|
|
282,752
|
|
|
(234,916
|
)
|
|
686,629
|
|
||||
Provision for income taxes
|
85,153
|
|
|
70,025
|
|
|
—
|
|
|
155,178
|
|
||||
Net income
|
$
|
553,640
|
|
|
$
|
212,727
|
|
|
$
|
(234,916
|
)
|
|
$
|
531,451
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products
|
$
|
4,925,003
|
|
|
$
|
—
|
|
|
$
|
(9,976
|
)
|
|
$
|
4,915,027
|
|
Financial Services
|
—
|
|
|
734,008
|
|
|
(1,811
|
)
|
|
732,197
|
|
||||
|
4,925,003
|
|
|
734,008
|
|
|
(11,787
|
)
|
|
5,647,224
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Motorcycles and Related Products cost of goods sold
|
3,272,330
|
|
|
—
|
|
|
—
|
|
|
3,272,330
|
|
||||
Financial Services interest expense
|
—
|
|
|
180,193
|
|
|
—
|
|
|
180,193
|
|
||||
Financial Services provision for credit losses
|
—
|
|
|
132,444
|
|
|
—
|
|
|
132,444
|
|
||||
Selling, administrative and engineering expense
|
1,037,529
|
|
|
154,232
|
|
|
(11,585
|
)
|
|
1,180,176
|
|
||||
|
4,309,859
|
|
|
466,869
|
|
|
(11,585
|
)
|
|
4,765,143
|
|
||||
Operating income
|
615,144
|
|
|
267,139
|
|
|
(202
|
)
|
|
882,081
|
|
||||
Other income (expense), net
|
9,182
|
|
|
—
|
|
|
—
|
|
|
9,182
|
|
||||
Investment income
|
199,580
|
|
|
—
|
|
|
(196,000
|
)
|
|
3,580
|
|
||||
Interest expense
|
31,004
|
|
|
—
|
|
|
—
|
|
|
31,004
|
|
||||
Income before provision for income taxes
|
792,902
|
|
|
267,139
|
|
|
(196,202
|
)
|
|
863,839
|
|
||||
Provision for income taxes
|
214,175
|
|
|
127,905
|
|
|
—
|
|
|
342,080
|
|
||||
Net income
|
$
|
578,727
|
|
|
$
|
139,234
|
|
|
$
|
(196,202
|
)
|
|
$
|
521,759
|
|
|
December 31, 2019
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
470,649
|
|
|
$
|
363,219
|
|
|
$
|
—
|
|
|
$
|
833,868
|
|
Marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Accounts receivable, net
|
369,717
|
|
|
—
|
|
|
(110,383
|
)
|
|
259,334
|
|
||||
Finance receivables, net
|
—
|
|
|
2,272,522
|
|
|
—
|
|
|
2,272,522
|
|
||||
Inventories, net
|
603,571
|
|
|
—
|
|
|
—
|
|
|
603,571
|
|
||||
Restricted cash
|
—
|
|
|
64,554
|
|
|
—
|
|
|
64,554
|
|
||||
Other current assets
|
110,145
|
|
|
59,665
|
|
|
(836
|
)
|
|
168,974
|
|
||||
|
1,554,082
|
|
|
2,759,960
|
|
|
(111,219
|
)
|
|
4,202,823
|
|
||||
Finance receivables, net
|
—
|
|
|
5,101,844
|
|
|
—
|
|
|
5,101,844
|
|
||||
Property, plant and equipment, net
|
794,131
|
|
|
53,251
|
|
|
—
|
|
|
847,382
|
|
||||
Prepaid pension costs
|
56,014
|
|
|
—
|
|
|
—
|
|
|
56,014
|
|
||||
Goodwill
|
64,160
|
|
|
—
|
|
|
—
|
|
|
64,160
|
|
||||
Deferred income taxes
|
62,768
|
|
|
39,882
|
|
|
(1,446
|
)
|
|
101,204
|
|
||||
Lease assets
|
55,722
|
|
|
5,896
|
|
|
—
|
|
|
61,618
|
|
||||
Other long-term assets
|
166,972
|
|
|
19,211
|
|
|
(93,069
|
)
|
|
93,114
|
|
||||
|
$
|
2,753,849
|
|
|
$
|
7,980,044
|
|
|
$
|
(205,734
|
)
|
|
$
|
10,528,159
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
266,710
|
|
|
$
|
138,053
|
|
|
$
|
(110,383
|
)
|
|
$
|
294,380
|
|
Accrued liabilities
|
463,491
|
|
|
119,186
|
|
|
(389
|
)
|
|
582,288
|
|
||||
Short-term debt
|
—
|
|
|
571,995
|
|
|
—
|
|
|
571,995
|
|
||||
Current portion of long-term debt, net
|
—
|
|
|
1,748,109
|
|
|
—
|
|
|
1,748,109
|
|
||||
|
730,201
|
|
|
2,577,343
|
|
|
(110,772
|
)
|
|
3,196,772
|
|
||||
Long-term debt, net
|
743,296
|
|
|
4,381,530
|
|
|
—
|
|
|
5,124,826
|
|
||||
Lease liability
|
38,783
|
|
|
5,664
|
|
|
—
|
|
|
44,447
|
|
||||
Pension liability
|
56,138
|
|
|
—
|
|
|
—
|
|
|
56,138
|
|
||||
Postretirement healthcare liability
|
72,513
|
|
|
—
|
|
|
—
|
|
|
72,513
|
|
||||
Deferred income taxes
|
6,219
|
|
|
1,916
|
|
|
—
|
|
|
8,135
|
|
||||
Other long-term liabilities
|
180,033
|
|
|
38,693
|
|
|
2,603
|
|
|
221,329
|
|
||||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
926,666
|
|
|
974,898
|
|
|
(97,565
|
)
|
|
1,803,999
|
|
||||
|
$
|
2,753,849
|
|
|
$
|
7,980,044
|
|
|
$
|
(205,734
|
)
|
|
$
|
10,528,159
|
|
|
December 31, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
544,548
|
|
|
$
|
659,218
|
|
|
$
|
—
|
|
|
$
|
1,203,766
|
|
Marketable securities
|
10,007
|
|
|
—
|
|
|
—
|
|
|
10,007
|
|
||||
Accounts receivable, net
|
425,727
|
|
|
—
|
|
|
(119,253
|
)
|
|
306,474
|
|
||||
Finance receivables, net
|
—
|
|
|
2,214,424
|
|
|
—
|
|
|
2,214,424
|
|
||||
Inventories, net
|
556,128
|
|
|
—
|
|
|
—
|
|
|
556,128
|
|
||||
Restricted cash
|
—
|
|
|
49,275
|
|
|
—
|
|
|
49,275
|
|
||||
Other current assets
|
91,172
|
|
|
59,070
|
|
|
(5,874
|
)
|
|
144,368
|
|
||||
|
1,627,582
|
|
|
2,981,987
|
|
|
(125,127
|
)
|
|
4,484,442
|
|
||||
Finance receivables, net
|
—
|
|
|
5,007,507
|
|
|
—
|
|
|
5,007,507
|
|
||||
Property, plant and equipment, net
|
847,176
|
|
|
56,956
|
|
|
—
|
|
|
904,132
|
|
||||
Goodwill
|
55,048
|
|
|
—
|
|
|
—
|
|
|
55,048
|
|
||||
Deferred income taxes
|
105,388
|
|
|
37,603
|
|
|
(1,527
|
)
|
|
141,464
|
|
||||
Other long-term assets
|
144,122
|
|
|
18,680
|
|
|
(89,731
|
)
|
|
73,071
|
|
||||
|
$
|
2,779,316
|
|
|
$
|
8,102,733
|
|
|
$
|
(216,385
|
)
|
|
$
|
10,665,664
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
258,587
|
|
|
$
|
145,527
|
|
|
$
|
(119,253
|
)
|
|
$
|
284,861
|
|
Accrued liabilities
|
496,643
|
|
|
110,063
|
|
|
(5,576
|
)
|
|
601,130
|
|
||||
Short-term debt
|
—
|
|
|
1,135,810
|
|
|
—
|
|
|
1,135,810
|
|
||||
Current portion of long-term debt, net
|
—
|
|
|
1,575,799
|
|
|
—
|
|
|
1,575,799
|
|
||||
|
755,230
|
|
|
2,967,199
|
|
|
(124,829
|
)
|
|
3,597,600
|
|
||||
Long-term debt, net
|
742,624
|
|
|
4,145,043
|
|
|
—
|
|
|
4,887,667
|
|
||||
Pension liability
|
107,776
|
|
|
—
|
|
|
—
|
|
|
107,776
|
|
||||
Postretirement healthcare liability
|
94,453
|
|
|
—
|
|
|
—
|
|
|
94,453
|
|
||||
Other long-term liabilities
|
164,243
|
|
|
37,142
|
|
|
2,834
|
|
|
204,219
|
|
||||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
914,990
|
|
|
953,349
|
|
|
(94,390
|
)
|
|
1,773,949
|
|
||||
|
$
|
2,779,316
|
|
|
$
|
8,102,733
|
|
|
$
|
(216,385
|
)
|
|
$
|
10,665,664
|
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
403,042
|
|
|
$
|
200,429
|
|
|
$
|
(179,836
|
)
|
|
$
|
423,635
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
223,656
|
|
|
8,881
|
|
|
—
|
|
|
232,537
|
|
||||
Amortization of deferred loan origination costs
|
—
|
|
|
76,326
|
|
|
—
|
|
|
76,326
|
|
||||
Amortization of financing origination fees
|
672
|
|
|
9,151
|
|
|
—
|
|
|
9,823
|
|
||||
Provision for long-term employee benefits
|
13,344
|
|
|
—
|
|
|
—
|
|
|
13,344
|
|
||||
Employee benefit plan contributions and payments
|
(13,256
|
)
|
|
—
|
|
|
—
|
|
|
(13,256
|
)
|
||||
Stock compensation expense
|
30,396
|
|
|
3,337
|
|
|
—
|
|
|
33,733
|
|
||||
Net change in wholesale finance receivables related to sales
|
—
|
|
|
—
|
|
|
(5,822
|
)
|
|
(5,822
|
)
|
||||
Provision for credit losses
|
—
|
|
|
134,536
|
|
|
—
|
|
|
134,536
|
|
||||
Deferred income taxes
|
20,952
|
|
|
676
|
|
|
(81
|
)
|
|
21,547
|
|
||||
Other, net
|
4,425
|
|
|
(3,963
|
)
|
|
(164
|
)
|
|
298
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
53,772
|
|
|
—
|
|
|
(8,870
|
)
|
|
44,902
|
|
||||
Finance receivables - accrued interest and other
|
—
|
|
|
(11,119
|
)
|
|
—
|
|
|
(11,119
|
)
|
||||
Inventories, net
|
(47,576
|
)
|
|
—
|
|
|
—
|
|
|
(47,576
|
)
|
||||
Accounts payable and accrued liabilities
|
(43,211
|
)
|
|
(4,107
|
)
|
|
28,856
|
|
|
(18,462
|
)
|
||||
Derivative financial instruments
|
1,808
|
|
|
128
|
|
|
—
|
|
|
1,936
|
|
||||
Other
|
(33,105
|
)
|
|
10,033
|
|
|
(5,038
|
)
|
|
(28,110
|
)
|
||||
|
211,877
|
|
|
223,879
|
|
|
8,881
|
|
|
444,637
|
|
||||
Net cash provided by operating activities
|
614,919
|
|
|
424,308
|
|
|
(170,955
|
)
|
|
868,272
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(176,264
|
)
|
|
(5,176
|
)
|
|
—
|
|
|
(181,440
|
)
|
||||
Origination of finance receivables
|
—
|
|
|
(7,053,898
|
)
|
|
3,206,576
|
|
|
(3,847,322
|
)
|
||||
Collections on finance receivables
|
—
|
|
|
6,715,338
|
|
|
(3,215,621
|
)
|
|
3,499,717
|
|
||||
Sales and redemptions of marketable securities
|
10,007
|
|
|
—
|
|
|
—
|
|
|
10,007
|
|
||||
Acquisition of business
|
(7,000
|
)
|
|
—
|
|
|
—
|
|
|
(7,000
|
)
|
||||
Other investing activities
|
17,912
|
|
|
—
|
|
|
—
|
|
|
17,912
|
|
||||
Net cash used by investing activities
|
(155,345
|
)
|
|
(343,736
|
)
|
|
(9,045
|
)
|
|
(508,126
|
)
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
—
|
|
|
1,203,236
|
|
|
—
|
|
|
1,203,236
|
|
||||
Repayments of medium-term notes
|
—
|
|
|
(1,350,000
|
)
|
|
—
|
|
|
(1,350,000
|
)
|
||||
Proceeds from securitization debt
|
—
|
|
|
1,021,453
|
|
|
—
|
|
|
1,021,453
|
|
||||
Repayments of securitization debt
|
—
|
|
|
(353,251
|
)
|
|
—
|
|
|
(353,251
|
)
|
||||
Borrowings of asset-backed commercial paper
|
—
|
|
|
177,950
|
|
|
—
|
|
|
177,950
|
|
||||
Repayments of asset-backed commercial paper
|
—
|
|
|
(318,006
|
)
|
|
—
|
|
|
(318,006
|
)
|
||||
Net decrease in credit facilities and unsecured commercial paper
|
—
|
|
|
(563,453
|
)
|
|
—
|
|
|
(563,453
|
)
|
||||
Dividends paid
|
(237,221
|
)
|
|
(180,000
|
)
|
|
180,000
|
|
|
(237,221
|
)
|
||||
Repurchase of common stock
|
(296,520
|
)
|
|
—
|
|
|
—
|
|
|
(296,520
|
)
|
||||
Issuance of common stock under employee stock option plans
|
3,589
|
|
|
—
|
|
|
—
|
|
|
3,589
|
|
||||
Net cash used by financing activities
|
(530,152
|
)
|
|
(362,071
|
)
|
|
180,000
|
|
|
(712,223
|
)
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(3,321
|
)
|
|
1,016
|
|
|
—
|
|
|
(2,305
|
)
|
||||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(73,899
|
)
|
|
$
|
(280,483
|
)
|
|
$
|
—
|
|
|
$
|
(354,382
|
)
|
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
||||||||
Cash, cash equivalents and restricted cash, beginning of period
|
$
|
544,548
|
|
|
$
|
715,200
|
|
|
$
|
—
|
|
|
$
|
1,259,748
|
|
Net decrease in cash, cash equivalents and restricted cash
|
(73,899
|
)
|
|
(280,483
|
)
|
|
—
|
|
|
(354,382
|
)
|
||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
470,649
|
|
|
$
|
434,717
|
|
|
$
|
—
|
|
|
$
|
905,366
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
553,640
|
|
|
$
|
212,727
|
|
|
$
|
(234,916
|
)
|
|
$
|
531,451
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of intangibles
|
260,707
|
|
|
4,156
|
|
|
—
|
|
|
264,863
|
|
||||
Amortization of deferred loan origination costs
|
—
|
|
|
81,315
|
|
|
—
|
|
|
81,315
|
|
||||
Amortization of financing origination fees
|
663
|
|
|
7,704
|
|
|
—
|
|
|
8,367
|
|
||||
Provision for long-term employee benefits
|
36,481
|
|
|
—
|
|
|
—
|
|
|
36,481
|
|
||||
Employee benefit plan contributions and payments
|
(10,544
|
)
|
|
—
|
|
|
—
|
|
|
(10,544
|
)
|
||||
Stock compensation expense
|
31,855
|
|
|
3,684
|
|
|
—
|
|
|
35,539
|
|
||||
Net change in wholesale finance receivables related to sales
|
—
|
|
|
—
|
|
|
(56,538
|
)
|
|
(56,538
|
)
|
||||
Provision for credit losses
|
—
|
|
|
106,870
|
|
|
—
|
|
|
106,870
|
|
||||
Deferred income taxes
|
(41,905
|
)
|
|
7,716
|
|
|
208
|
|
|
(33,981
|
)
|
||||
Other, net
|
36,840
|
|
|
798
|
|
|
(84
|
)
|
|
37,554
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
43,613
|
|
|
—
|
|
|
(34,470
|
)
|
|
9,143
|
|
||||
Finance receivables – accrued interest and other
|
—
|
|
|
773
|
|
|
—
|
|
|
773
|
|
||||
Inventories, net
|
(31,059
|
)
|
|
—
|
|
|
—
|
|
|
(31,059
|
)
|
||||
Accounts payable and accrued liabilities
|
152,930
|
|
|
(1,778
|
)
|
|
45,040
|
|
|
196,192
|
|
||||
Derivative financial instruments
|
337
|
|
|
136
|
|
|
—
|
|
|
473
|
|
||||
Other
|
39,031
|
|
|
(10,216
|
)
|
|
207
|
|
|
29,022
|
|
||||
|
518,949
|
|
|
201,158
|
|
|
(45,637
|
)
|
|
674,470
|
|
||||
Net cash provided by operating activities
|
1,072,589
|
|
|
413,885
|
|
|
(280,553
|
)
|
|
1,205,921
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(197,905
|
)
|
|
(15,611
|
)
|
|
—
|
|
|
(213,516
|
)
|
||||
Origination of finance receivables
|
—
|
|
|
(7,192,063
|
)
|
|
3,439,246
|
|
|
(3,752,817
|
)
|
||||
Collections on finance receivables
|
—
|
|
|
6,719,362
|
|
|
(3,393,693
|
)
|
|
3,325,669
|
|
||||
Purchases of marketable securities
|
(10,007
|
)
|
|
—
|
|
|
—
|
|
|
(10,007
|
)
|
||||
Other investing activities
|
(11,598
|
)
|
|
—
|
|
|
—
|
|
|
(11,598
|
)
|
||||
Net cash used by investing activities
|
(219,510
|
)
|
|
(488,312
|
)
|
|
45,553
|
|
|
(662,269
|
)
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
—
|
|
|
1,591,828
|
|
|
—
|
|
|
1,591,828
|
|
||||
Repayments of medium-term notes
|
—
|
|
|
(877,488
|
)
|
|
—
|
|
|
(877,488
|
)
|
||||
Repayments of securitization debt
|
—
|
|
|
(257,869
|
)
|
|
—
|
|
|
(257,869
|
)
|
||||
Borrowings of asset-backed commercial paper
|
—
|
|
|
509,742
|
|
|
—
|
|
|
509,742
|
|
||||
Repayments of asset-backed commercial paper
|
—
|
|
|
(212,729
|
)
|
|
—
|
|
|
(212,729
|
)
|
||||
Net decrease in credit facilities and unsecured commercial paper
|
—
|
|
|
(135,356
|
)
|
|
—
|
|
|
(135,356
|
)
|
||||
Dividends paid
|
(245,810
|
)
|
|
(235,000
|
)
|
|
235,000
|
|
|
(245,810
|
)
|
||||
Repurchase of common stock
|
(390,606
|
)
|
|
—
|
|
|
—
|
|
|
(390,606
|
)
|
||||
Issuance of common stock under employee stock option plans
|
3,525
|
|
|
—
|
|
|
—
|
|
|
3,525
|
|
||||
Net cash (used by) provided by financing activities
|
(632,891
|
)
|
|
383,128
|
|
|
235,000
|
|
|
(14,763
|
)
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(13,826
|
)
|
|
(1,525
|
)
|
|
—
|
|
|
(15,351
|
)
|
||||
Net increase in cash, cash equivalents and restricted cash
|
$
|
206,362
|
|
|
$
|
307,176
|
|
|
$
|
—
|
|
|
$
|
513,538
|
|
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
|
206,362
|
|
|
307,176
|
|
|
—
|
|
|
513,538
|
|
||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
544,548
|
|
|
$
|
715,200
|
|
|
$
|
—
|
|
|
$
|
1,259,748
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
578,727
|
|
|
$
|
139,234
|
|
|
$
|
(196,202
|
)
|
|
$
|
521,759
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
215,639
|
|
|
6,549
|
|
|
—
|
|
|
222,188
|
|
||||
Amortization of deferred loan origination costs
|
—
|
|
|
82,911
|
|
|
—
|
|
|
82,911
|
|
||||
Amortization of financing origination fees
|
655
|
|
|
7,390
|
|
|
—
|
|
|
8,045
|
|
||||
Provision for long-term employee benefits
|
29,900
|
|
|
—
|
|
|
—
|
|
|
29,900
|
|
||||
Employee benefit plan contributions and payments
|
(63,277
|
)
|
|
—
|
|
|
—
|
|
|
(63,277
|
)
|
||||
Stock compensation expense
|
29,570
|
|
|
2,921
|
|
|
—
|
|
|
32,491
|
|
||||
Net change in wholesale finance receivables related to sales
|
—
|
|
|
—
|
|
|
35,172
|
|
|
35,172
|
|
||||
Provision for credit losses
|
—
|
|
|
132,444
|
|
|
—
|
|
|
132,444
|
|
||||
Deferred income taxes
|
29,949
|
|
|
21,497
|
|
|
(591
|
)
|
|
50,855
|
|
||||
Other, net
|
4,858
|
|
|
3,498
|
|
|
203
|
|
|
8,559
|
|
||||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
(6,792
|
)
|
|
—
|
|
|
(11,357
|
)
|
|
(18,149
|
)
|
||||
Finance receivables – accrued interest and other
|
—
|
|
|
(1,313
|
)
|
|
—
|
|
|
(1,313
|
)
|
||||
Inventories, net
|
(20,584
|
)
|
|
—
|
|
|
—
|
|
|
(20,584
|
)
|
||||
Accounts payable and accrued liabilities
|
9,753
|
|
|
(11,497
|
)
|
|
11,872
|
|
|
10,128
|
|
||||
Derivative financial instruments
|
1,785
|
|
|
81
|
|
|
—
|
|
|
1,866
|
|
||||
Other
|
(31,868
|
)
|
|
(1,684
|
)
|
|
5,618
|
|
|
(27,934
|
)
|
||||
|
199,588
|
|
|
242,797
|
|
|
40,917
|
|
|
483,302
|
|
||||
Net cash provided by operating activities
|
778,315
|
|
|
382,031
|
|
|
(155,285
|
)
|
|
1,005,061
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(193,204
|
)
|
|
(13,090
|
)
|
|
—
|
|
|
(206,294
|
)
|
||||
Origination of finance receivables
|
—
|
|
|
(7,109,624
|
)
|
|
3,517,676
|
|
|
(3,591,948
|
)
|
||||
Collections on finance receivables
|
—
|
|
|
6,786,702
|
|
|
(3,558,391
|
)
|
|
3,228,311
|
|
||||
Sales and redemptions of marketable securities
|
6,916
|
|
|
—
|
|
|
—
|
|
|
6,916
|
|
||||
Other investing activities
|
547
|
|
|
—
|
|
|
—
|
|
|
547
|
|
||||
Net cash used by investing activities
|
(185,741
|
)
|
|
(336,012
|
)
|
|
(40,715
|
)
|
|
(562,468
|
)
|
||||
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
HDMC Entities
|
|
HDFS Entities
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of medium-term notes
|
—
|
|
|
893,668
|
|
|
—
|
|
|
893,668
|
|
||||
Repayments of medium-term notes
|
—
|
|
|
(800,000
|
)
|
|
—
|
|
|
(800,000
|
)
|
||||
Repayments of securitization debt
|
—
|
|
|
(444,671
|
)
|
|
—
|
|
|
(444,671
|
)
|
||||
Borrowings of asset-backed commercial paper
|
—
|
|
|
469,932
|
|
|
—
|
|
|
469,932
|
|
||||
Repayments of asset-backed commercial paper
|
—
|
|
|
(176,227
|
)
|
|
—
|
|
|
(176,227
|
)
|
||||
Net increase in credit facilities and unsecured commercial paper
|
—
|
|
|
212,809
|
|
|
—
|
|
|
212,809
|
|
||||
Dividends paid
|
(251,862
|
)
|
|
(196,000
|
)
|
|
196,000
|
|
|
(251,862
|
)
|
||||
Repurchase of common stock
|
(465,263
|
)
|
|
—
|
|
|
—
|
|
|
(465,263
|
)
|
||||
Issuance of common stock under employee stock option plans
|
11,353
|
|
|
—
|
|
|
—
|
|
|
11,353
|
|
||||
Net cash used by financing activities
|
(705,772
|
)
|
|
(40,489
|
)
|
|
196,000
|
|
|
(550,261
|
)
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
25,844
|
|
|
903
|
|
|
—
|
|
|
26,747
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
$
|
(87,354
|
)
|
|
$
|
6,433
|
|
|
$
|
—
|
|
|
$
|
(80,921
|
)
|
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
||||||||
Cash, cash equivalents and restricted cash, beginning of period
|
$
|
425,540
|
|
|
$
|
401,591
|
|
|
$
|
—
|
|
|
$
|
827,131
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(87,354
|
)
|
|
6,433
|
|
|
—
|
|
|
(80,921
|
)
|
||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
338,186
|
|
|
$
|
408,024
|
|
|
$
|
—
|
|
|
$
|
746,210
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||||||||||||||||||
(In millions, except per share data)
|
March 31, 2019
|
|
April 1, 2018
|
|
June 30, 2019
|
|
July 1, 2018
|
|
Sep 29, 2019
|
|
Sep 30, 2018
|
|
Dec 31, 2019
|
|
Dec 31, 2018
|
||||||||||||||||
Motorcycles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
1,195.6
|
|
|
$
|
1,363.9
|
|
|
$
|
1,434.0
|
|
|
$
|
1,525.1
|
|
|
$
|
1,068.9
|
|
|
$
|
1,123.9
|
|
|
$
|
874.1
|
|
|
$
|
955.6
|
|
Operating income (loss)
|
$
|
108.4
|
|
|
$
|
172.8
|
|
|
$
|
180.7
|
|
|
$
|
243.4
|
|
|
$
|
47.0
|
|
|
$
|
65.7
|
|
|
$
|
(46.5
|
)
|
|
$
|
(59.5
|
)
|
Financial Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
188.7
|
|
|
$
|
178.2
|
|
|
$
|
198.6
|
|
|
$
|
188.1
|
|
|
$
|
203.6
|
|
|
$
|
191.7
|
|
|
$
|
198.2
|
|
|
$
|
190.2
|
|
Operating income
|
$
|
58.7
|
|
|
$
|
63.6
|
|
|
$
|
75.5
|
|
|
$
|
80.5
|
|
|
$
|
72.9
|
|
|
$
|
83.8
|
|
|
$
|
58.9
|
|
|
$
|
63.3
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) before taxes
|
$
|
170.4
|
|
|
$
|
230.2
|
|
|
$
|
256.1
|
|
|
$
|
319.4
|
|
|
$
|
117.3
|
|
|
$
|
141.2
|
|
|
$
|
13.7
|
|
|
$
|
(4.1
|
)
|
Net income
|
$
|
127.9
|
|
|
$
|
174.8
|
|
|
$
|
195.6
|
|
|
$
|
242.3
|
|
|
$
|
86.6
|
|
|
$
|
113.9
|
|
|
$
|
13.5
|
|
|
$
|
0.5
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.80
|
|
|
$
|
1.04
|
|
|
$
|
1.23
|
|
|
$
|
1.45
|
|
|
$
|
0.55
|
|
|
$
|
0.69
|
|
|
$
|
0.09
|
|
|
$
|
—
|
|
Diluted
|
$
|
0.80
|
|
|
$
|
1.03
|
|
|
$
|
1.23
|
|
|
$
|
1.45
|
|
|
$
|
0.55
|
|
|
$
|
0.68
|
|
|
$
|
0.09
|
|
|
$
|
—
|
|
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)
|
||||
Plan approved by shareholders:
|
|
|
|
|
|
|
||||
Management employees
|
|
815,676
|
|
|
$
|
55.76
|
|
|
7,196,998
|
|
Plan not approved by shareholders:
|
|
|
|
|
|
|
||||
Non-employee Board of Directors
|
|
—
|
|
|
$
|
—
|
|
|
218,029
|
|
|
|
815,676
|
|
|
|
|
|
7,415,027
|
|
(1)
|
Financial Statements under Item 8. Consolidated Financial Statements and Supplementary Data
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
(2)
|
Financial Statement Schedule
|
|
|
||
(3)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Accounts receivable - Allowance for doubtful accounts
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
4,007
|
|
|
$
|
4,091
|
|
|
$
|
2,741
|
|
Provision charged to expense
|
1,569
|
|
|
731
|
|
|
1,328
|
|
|||
Reserve adjustments
|
7
|
|
|
(137
|
)
|
|
99
|
|
|||
Write-offs, net of recoveries
|
(655
|
)
|
|
(678
|
)
|
|
(77
|
)
|
|||
Balance, end of period
|
$
|
4,928
|
|
|
$
|
4,007
|
|
|
$
|
4,091
|
|
Finance receivables - Allowance for credit losses
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
189,885
|
|
|
$
|
192,471
|
|
|
$
|
173,343
|
|
Provision for credit losses
|
134,536
|
|
|
106,870
|
|
|
132,444
|
|
|||
Charge-offs, net of recoveries
|
(125,840
|
)
|
|
(109,456
|
)
|
|
(113,316
|
)
|
|||
Balance, end of period
|
$
|
198,581
|
|
|
$
|
189,885
|
|
|
$
|
192,471
|
|
Inventories - Allowance for obsolescence(a)
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
39,015
|
|
|
$
|
38,669
|
|
|
$
|
39,873
|
|
Provision charged to expense
|
24,984
|
|
|
25,722
|
|
|
16,940
|
|
|||
Reserve adjustments
|
(39
|
)
|
|
(332
|
)
|
|
306
|
|
|||
Write-offs, net of recoveries
|
(14,611
|
)
|
|
(25,044
|
)
|
|
(18,450
|
)
|
|||
Balance, end of period
|
$
|
49,349
|
|
|
$
|
39,015
|
|
|
$
|
38,669
|
|
Deferred tax assets - Valuation allowance
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
21,868
|
|
|
$
|
21,561
|
|
|
$
|
30,953
|
|
Adjustments
|
7,156
|
|
|
307
|
|
|
(9,392
|
)
|
|||
Balance, end of period
|
$
|
29,024
|
|
|
$
|
21,868
|
|
|
$
|
21,561
|
|
(a)
|
Inventory obsolescence reserves deducted from cost determined on first-in, first-out (FIFO) basis, before deductions for last-in, first-out (LIFO) valuation reserves.
|
*
|
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
|
|
Officers' Certificate, dated June 9, 2017, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of 2.550% Medium-Term Notes due 2022 (incorporated herein by reference to Exhibit 4.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-9183))
|
|
|
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 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2018 (File No. 1-9183))
|
|
|
Officers' Certificate, dated May 21, 2018, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of 3.550% Medium-Term Notes due 2021(incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018 (File No. 1-9183))
|
|
|
Officers' Certificate, dated May 21, 2018, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of Floating Rate Medium-Term Notes due 2020 (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018 (File No. 1-9183))
|
|
|
Officers' Certificate, dated November 28, 2018, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of Floating Rate Medium-Term Notes due 2021 (incorporated herein by reference to Exhibit 4.20 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
|
|
|
Officers' Certificate, dated February 4, 2019, pursuant to Sections 102 and 301 of the Indenture, dated March 4, 2011, with the form of 4.05% Medium-Term Notes due 2022 (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (File No. 1-9183))
|
|
|
Fiscal Agency Agreement, dated November 19, 2019, relating to the 0.9% Medium Term Notes due November 2024, among certain subsidiaries of the Company, The Bank of New York Mellon Trust Company, N.A. and The Bank of New York Mellon, London Branch
|
|
|
364-Day Credit Agreement, dated May 13, 2019, 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
|
|
|
Description of Registrants Securities
|
|
|
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))
|
|
|
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))
|
|
|
Amended and Restated Harley-Davidson, Inc. 2014 Incentive Stock Plan as amended effective January 25, 2019 (incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 1-9183))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
*
|
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
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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))
|
|
|
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 and Olin (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))
|
|
|
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))
|
|
|
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))
|
|
|
Form of Notice of Grant 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))
|
|
|
Form of Notice of Grant 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))
|
|
|
Form of Notice of Grant 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))
|
|
|
Executive Severance Plan (incorporated herein by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 1-9183))
|
|
|
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))
|
|
|
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))
|
|
|
Form of Aircraft Time Sharing Agreement between the Registrant and each of Messrs. Levatich, Olin, Mansfield and Hund and Mses. Kumbier and Anding (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 1-9183))
|
|
|
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 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 28, 2015 (File No. 1-9183))
|
|
|
Harley-Davidson Retiree Insurance Allowance Plan, as amended and restated effective January 1, 2016 (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))
|
|
|
Form of Notice of Award of Performance Shares and Performance Share Agreement (Standard) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-Q for the quarter ended March 26, 2017 (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
|
|
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 first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 1-9183))
|
|
|
Form of Notice of Award of Performance Shares and Performance Share Agreement (Transition Agreement) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 1-9183))
|
|
|
Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special Retention) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2017 (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 1-9183))
|
|
|
Form of Transition Agreement between the Registrant and each of Mr. Mansfield and Mses. Kumbier and Anding (incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended April 1, 2018 (File No. 1-9183))
|
|
|
Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard International), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special Retention), and 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. 2014 Incentive Stock Plan first approved for use in February 2018 (incorporated herein by reference to Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
|
|
|
Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard), Form of Notice of Award of Performance Share Units and Performance Share Unit Agreement (Standard International), and 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 first approved for use in February 2018 (incorporated herein by reference to Exhibit 10.44 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
|
|
|
Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Standard International), Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special), and Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit Agreement (Special Retention) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2014 Incentive Stock Plan first approved for use in February 2019 (incorporated herein by reference to Exhibit 10.45 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
|
|
|
Form of Notice of Award of Performance Shares and Performance Shares Agreement (Standard) and 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 first approved for use in February 2019 (incorporated herein by reference to Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-9183))
|
|
|
Separation Agreement and Release between the Registrant and Mr. Grimmer dated October 25, 2019
|
|
|
Harley-Davidson, Inc. Subsidiaries
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
104
|
|
Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101
|
*
|
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.
|
||
|
|
|
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/ Troy Alstead
|
|
Director
|
Troy Alstead
|
|
|
|
|
|
/S/ R. John Anderson
|
|
Director
|
R. John Anderson
|
|
|
|
|
|
/S/ Michael J. Cave
|
|
Non-Executive Chairman
|
Michael J. Cave
|
|
|
|
|
|
/S/ Allan Golston
|
|
Director
|
Allan Golston
|
|
|
|
|
|
/S/ Sara L. Levinson
|
|
Director
|
Sara L. Levinson
|
|
|
|
|
|
/S/ N. Thomas Linebarger
|
|
Director
|
N. Thomas Linebarger
|
|
|
|
|
|
/S/ Brian Niccol
|
|
Director
|
Brian Niccol
|
|
|
|
|
|
/S/ Maryrose Sylvester
|
|
Director
|
Maryrose Sylvester
|
|
|
|
|
|
/S/ Jochen Zeitz
|
|
Director
|
Jochen Zeitz
|
|
|
|
Dated 19 November 2019
|
HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
as Issuer
and
HARLEY-DAVIDSON CREDIT CORP.
as Guarantor
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Fiscal Agent, Registrar and Transfer Agent
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
as Paying Agent
FISCAL AGENCY AGREEMENT
relating to
Euro 600,000,000 0.900 per cent. Guaranteed Notes due 2024
|
(1)
|
HARLEY-DAVIDSON FINANCIAL SERVICES, INC. (the “Issuer”);
|
(2)
|
HARLEY-DAVIDSON CREDIT CORP. (the “Guarantor”);
|
(3)
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as fiscal agent, registrar and transfer agent; and
|
(4)
|
THE BANK OF NEW YORK MELLON, LONDON BRANCH as paying agent.
|
(A)
|
The Issuer proposes to issue Euro 600,000,000 principal amount of Notes (as defined below) to be known as its 0.009 per cent. Guaranteed Notes due 19 November 2024, which will be unconditionally and irrevocably guaranteed as to payment of principal and interest by the Guarantor.
|
(B)
|
The Notes will be issued in registered form in the denominations of Euro 100,000 and integral multiples of Euro 1,000 in excess thereof.
|
(C)
|
The Notes will initially be represented by a Temporary Global Certificate (as defined below). Following the expiry of the Distribution Compliance Period (as defined below), the Temporary Global Certificate will be exchangeable into the Permanent Global Certificate (as defined below). The Global Certificates (as defined below) are exchangeable for Individual Certificates (as defined below) in the limited circumstances described therein.
|
1
|
Interpretation
|
1.1
|
Definitions
|
1.2
|
Construction of Certain References: References to:
|
1.2.1
|
other capitalised terms not defined in this Agreement are to those terms as defined in the Conditions;
|
1.2.2
|
principal and interest shall be construed in accordance with Condition 6; and
|
1.2.3
|
costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect thereof.
|
1.3
|
Headings: Headings shall be ignored in construing this Agreement.
|
1.4
|
Contracts: References in this Agreement to this Agreement or any other document are to this Agreement or those documents as amended, supplemented or replaced from time to time and include any document which amends, supplements or replaces them.
|
1.5
|
Schedules: The Schedules are part of this Agreement and have effect accordingly.
|
1.6
|
Contracts (Rights of Third Parties) Act 1999: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of any person which exists apart from that Act.
|
1.7
|
Counterparts: This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
|
2
|
Appointment
|
2.1
|
Appointment: The Issuer and the Guarantor appoint the Agents as their respective agents in respect of the Notes in accordance with this Agreement and the Conditions at their respective specified offices referred to in the Notes. Except in Clause 16, references to the Agents are to them acting solely through such specified offices. Each Agent shall perform the duties required of it by this Agreement together with such additional duties as may be set out in the Conditions. The obligations of the Agents are several and not joint.
|
2.2
|
Acceptance of Appointment: Each Agent accepts its appointment as agent of the Issuer and the Guarantor in relation to the Notes and agrees to comply with provisions of this Agreement.
|
2.3
|
Maintenance of Agents: The Issuer and the Guarantor each agrees that, so long as any of the Notes is outstanding, or until moneys for the payment of all principal of and interest (and any additional amounts) on all outstanding Notes shall have been made available at the offices
|
3
|
Issue of Notes
|
3.1
|
Form of the Notes: The Notes shall on issue be evidenced by a Temporary Global Certificate and following expiry of the Distribution Compliance Period, a Permanent Global Certificate, in each case in accordance with the following provisions.
|
3.2
|
Issue of a Global Certificate: The Issuer hereby authorises and instructs the Fiscal Agent to complete a Global Certificate in an aggregate principal amount equal to that of the Notes to be issued, authenticate such Global Certificate (or cause its agent on its behalf to do so).
|
3.3
|
Delivery of Global Certificates: Following receipt of the Temporary Global Certificate, the Fiscal Agent shall (in the case of any unauthenticated Temporary Global Certificate, after first authenticating it as, or as agent for, the Registrar) deliver it on the Business Day immediately preceding the Issue Date to the Common Depositary, together with instructions to the clearing systems to whom (or to whose depositary) such Temporary Global Certificate has been delivered to credit the underlying Notes represented by such Temporary Global Certificate to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer on a delivery against payment basis or, if notified to the Fiscal Agent by the Issuer, on a delivery free of payment basis. The Registrar shall cause an appropriate entry to be made in the Register to reflect the issue of the Notes to the person(s) whose name and address appears on such Temporary Global Certificate on the Issue Date. On or around the first day following expiry of the Distribution Compliance Period, beneficial interests in the Temporary Global Certificate will be exchanged by Euroclear and Clearstream, Luxembourg, with no further action by the Issuer, for beneficial interests in a duly authenticated Permanent Global Certificate. Simultaneously with the authentication of the Permanent Global Certificate, the Fiscal Agent will cancel the Temporary Global Certificate and the Registrar shall cause an appropriate entry to be made in the Register to reflect such cancellation.
|
3.4
|
Clearing Systems: In delivering any Temporary Global Certificate in accordance with Clause 3.3, the Paying Agent shall give instructions to the relevant clearing system to hold the Notes represented by such Temporary Global Certificate to the order of the Fiscal Agent pending transfer to the securities account(s) referred to in Clause 3.3. Upon payment for any such Notes being made to the Paying Agent, it shall transfer such payment to the account notified to it by the Issuer. For so long as any such Note continues to be held to the order of the Fiscal Agent, the Fiscal Agent shall hold such Note to the order of the Issuer.
|
3.5
|
Advance Payment: If the Fiscal Agent pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been, or will be, received from any person and if the Payment has not been, or is not, received by the Fiscal Agent on the date the Fiscal Agent pays the Issuer, the lssuer, failing whom the Guarantor, shall, on demand, reimburse the Fiscal Agent the Advance and pay interest to the Fiscal Agent on the outstanding amount of the Advance from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Fiscal Agent of funding such amount, as certified by the Fiscal Agent. Such interest shall be compounded daily.
|
3.6
|
Individual Certificates: The Individual Certificates shall be printed in accordance with all applicable legal and stock exchange requirements.
|
3.7
|
Signing of Certificates: Any Global Certificate and any Individual Certificates shall be signed manually or in facsimile on behalf of the Issuer by a director of the Issuer or a person duly authorised on behalf of the Issuer and any Global Certificate will be authenticated by or on behalf of the Registrar. The Issuer may however adopt and use the signature of any person who at the date of signing a Certificate is a duly authorised signatory of the Issuer even if, before the Certificate is issued, he ceases for whatever reason to hold such office and the Certificates issued in such circumstances shall nevertheless represent valid and binding obligations of the Issuer.
|
3.8
|
Details of Certificates Delivered: As soon as practicable after delivering any Certificate, the Fiscal Agent shall supply to the lssuer and the other Agents all relevant details of the Certificates delivered, in such format as it shall from time to time agree with the Issuer.
|
3.9
|
Cancellation: If any Note in respect of which information has been supplied under Clause 3.2 is not to be issued on the Issue Date, the Issuer shall immediately (and, in any event, prior to the Issue Date) notify the Fiscal Agent and the Registrar. Upon receipt of such notice, the Fiscal Agent shall not thereafter issue or release the relevant Certificate(s) but shall cancel and, unless otherwise instructed by the Issuer, destroy them and the Registrar shall not make any entry in the Register in respect of them.
|
3.10
|
Outstanding Amount: The Fiscal Agent shall, upon request from the Issuer or the Guarantor, inform such person of the aggregate principal amount of Notes then outstanding at the time of such request.
|
3.11
|
Exchange of Interests in a Global Certificate for Individual Certificates:
|
3.11.1
|
In the event that:
|
(i)
|
either Euroclear or Clearstream, Luxembourg (or any other clearing system as shall have been designated by the Issuer (“Alternative Clearing System”) on behalf of which the Notes evidenced by a Global Certificate may be held) is closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or
|
(ii)
|
if principal in respect of any Notes is not paid when due and payable,
|
3.11.2
|
Upon one of the events set out in Clause 3.11.1 occurring, a person having an interest in any Note evidenced by a Global Certificate will provide the Fiscal Agent with a written order containing instructions and such other information as the Issuer and the
|
3.11.3
|
Upon receipt of the documents referred to in sub-Clause 3.11.2, the Fiscal Agentshall arrange for the execution and delivery, to or to the order of the person or persons named in such documents, of an Individual Certificate representing the relevant Notes registered in the name or names requested by such person or persons and the Registrar shall alter the entries in the Register in respect of any Global Certificate(s) accordingly.
|
3.12
|
Holder of a Global Certificate: Subject to the provisions of this Agreement, the registered holder of the Notes evidenced by a Global Certificate may grant proxies and otherwise authorise any person, including participants and persons that may hold interests through participants, to take any action that a holder is entitled to take under this Agreement or the Notes.
|
3.13
|
Further Issues: If the Issuer shall issue Further Notes forming a single series with the Notes as contemplated by Condition 16, the Issuer and the Fiscal Agent shall follow the same procedures set forth herein with respect to the initial issuance of such Further Notes. In the case of a Global Certificate:
|
(i)
|
a new Global Certificate reflecting the increased principal amount shall be issued in exchange for the Global Certificate outstanding prior to such additional issuance and such existing Global Certificate shall be destroyed; or
|
(ii)
|
the principal amount of the then existing Global Certificate shall be increased to reflect the issuance of Further Notes,
|
(iii)
|
as the Issuer may specify. After any further issuance of Notes, all references herein or in any Note to the aggregate principal amount of Notes shall be deemed to refer to the principal amount as increased by such further issuance.
|
4
|
Payment
|
4.1
|
Payment to the Paying Agent: The Issuer, failing whom the Guarantor, shall, by no later than 10.00 a.m. (London time), on the Business Day prior to which any payment in respect of the Notes becomes due, transfer to the Paying Agent such amount as may be required for the purposes of such payment. In this Clause, the date on which a payment in respect of the Notes becomes due means the first date on which the holder of a Note could claim the relevant payment by transfer to an account under the Conditions. The Agents shall not be bound to make payment until satisfied that the full payment has been received from the Issuer (failing whom, the Guarantor) in cleared funds by the Fiscal Agent.
|
4.2
|
Pre-advice of Payment: The Issuer, failing whom the Guarantor, shall procure that the bank through which the payment to the Paying Agent required by Clause 4.1 is to be made shall irrevocably confirm to the Paying Agent by authenticated SWIFT message no later than 3.00 p.m. (local time in the city of the Paying Agent’s specified office) on the third Business Day before the due date for any such payment that it will make such payment.
|
4.3
|
Notification of Failure to Pre-advise Payment: The Paying Agent shall as soon as reasonably practicable notify by facsimile each of the other Agents, the Issuer and the
|
4.4
|
Payment by Agents: Unless the other Agents receive a notification from the Paying Agent under Clause 4.3 and subject as provided in Clause 4.7, the Paying Agent shall, subject to and in accordance with the Conditions, pay or cause to be paid on behalf of the Issuer and the Guarantor on and after each due date therefor the amounts due in respect of the Notes.
|
4.5
|
Notification of Non-payment: The Paying Agent shall as soon as reasonably practicable notify by facsimile each of the other Agents, the Issuer and the Guarantor if it has not received the amount referred to in Clause 4.1 by the time specified for its receipt, unless it is satisfied that it will receive such amount or it has already notified such persons pursuant to Clause 4.3.
|
4.6
|
Payment After Failure to Pre-advise or Late Payment: The Paying Agent shall as soon as reasonably practicable notify by facsimile each of the other Agents, the Issuer and the Guarantor if at any time following the giving of a notice by the Paying Agent under Clause 4.3 or 4.5 either any payment provided for in Clause 4.1 is made on or after its due date but otherwise in accordance with this Agreement or the Paying Agent is satisfied that it will receive such payment.
|
4.7
|
Suspension of Payment by Agents: Upon receipt of a notice from the Paying Agent under Clause 4.3, no Agent shall make any payment in accordance with Clause 4.4. Upon receipt of a notice from the Paying Agent under Clause 4.5, each Agent shall cease making payments in accordance with Clause 4.4 as soon as is reasonably practicable. Upon receipt of a notice from the Paying Agent under Clause 4.6, each Agent shall make, or shall recommence making, payments in accordance with Clause 4.4.
|
4.8
|
Reimbursements of Agents: The Paying Agent shall on demand promptly reimburse each Agent for payments in respect of the Notes properly made by it in accordance with the Conditions and this Agreement.
|
4.9
|
Method of payment to Paying Agent: All sums payable to the Paying Agent hereunder shall be paid in Euros and in immediately available or same day funds to such account with such bank as the Paying Agent may from time to time notify to the Issuer and the Guarantor.
|
4.10
|
Moneys held by Agents: Each Agent may deal with moneys paid to it under this Agreement in the same manner as other moneys paid to it as a banker by its customers and shall not be subject to the UK FCA Client Money Rules except that (1) it may not exercise any lien, right of set-off or similar claim in respect of them and (2) it shall not be liable to anyone for interest on any sums held by it under this Agreement. No moneys held by any Agent need be segregated except as may be required by law. The Agents shall be entitled to make payments net of any Taxes or other sums required by any applicable law to be withheld or deducted. The Agents shall be entitled to deduct any applicable FATCA Withholding Tax and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such applicable FATCA Withholding Tax.
|
4.11
|
Partial Payments: If on surrender of a Certificate only part of the amount payable in respect of it is paid (except as a result of a deduction of Tax permitted by the Conditions), the Agent to whom it is surrendered shall procure that it is enfaced with a memorandum of the amount paid and the date of payment and shall return it to the person who surrendered it. Upon making
|
4.12
|
Interest: If the Paying Agent pays out any amount due in respect of the Notes in accordance with the Conditions or due in accordance with Clause 4.8 before receipt of the amount due under Clause 4.1, the lssuer, failing whom the Guarantor, shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent. Such interest shall be compounded daily.
|
4.13
|
Void Global Certificate: If any Note represented by a Global Certificate becomes void in accordance with its terms after the occurrence of an Event of Default, the Fiscal Agent shall promptly notify the Agents and, after such notice has been given, no payment shall be made by them in respect of that Note to the extent that the Global Certificate representing such Note has become void and Direct Rights have taken effect in respect thereof pursuant to the Deed of Covenant.
|
4.14
|
Payments in respect of Direct Rights: If Direct Rights have taken effect in respect of any outstanding principal amount of the Notes, the Agents will make payments to each Relevant Account Holder (through the relevant clearing system(s) as contemplated by clause 4.2 of the Deed of Covenant) in satisfaction of such amounts due under those Direct Rights, subject to the receipt of sufficient funds by the Fiscal Agent pursuant to Clause 4.1 to settle in full the amounts due under such Direct Rights.
|
4.15
|
Withholding: Any payment by the Agents under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. The Issuer and the Guarantor acknowledges and agrees that the Agents may debit any amount available in any balance held for the Issuer or the Guarantor (as appropriate) and apply such amount in satisfaction of Taxes. The Agents will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer or the Guarantor (as appropriate) by the Agents, the Issuer acknowledges that the Agents may debit any balance held for it in satisfaction of such prior Taxes. The Issuer or the Guarantor (as appropriate) shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from the Agents or any Authority. If Taxes are paid by the Agents or any of its affiliates, the Issuer and the Guarantor agrees that it shall promptly reimburse the Agents for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If the Agents are required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.
|
4.16
|
FATCA Withholding: If the Issuer or the Guarantor (as appropriate) determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding Tax in connection with any payment due on any Notes, then the Issuer or the Guarantor (as appropriate) will be entitled to re-direct or reorganise any such payment in any way that it may reasonably determine in order that the payment may be made without FATCA Withholding Tax provided that, any such re-direction or reorganisation of any payment is made through a recognised institution of international standing and such payment is otherwise made in accordance with this Agreement.
|
4.17
|
Source of Payments: Payments made by the Issuer are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code.
|
5
|
Repayment
|
6
|
Early Redemption and Exercise of Options
|
6.1
|
Notice to Fiscal Agent: If the Issuer intends to redeem all of the Notes before their stated maturity date in accordance with Condition 7(b), it shall, at least 14 days before the latest date for the publication of the notice of exercise of the Issuer’s option required to be given to Noteholders, give notice of such intention to the Fiscal Agent stating the date on which such Notes are to be redeemed and the principal amount of Notes to be redeemed, together with a duly signed certificate and legal opinion, all in accordance with Condition 7(b).
|
6.2
|
Notice to Noteholders: The Fiscal Agent shall publish any notice to Noteholders required in connection with any exercise of the Issuer’s option under Condition 7(b). Such notice shall specify the date fixed for redemption, the redemption price and the manner in which redemption will be effected. In addition, the Fiscal Agent shall send to each holder of Notes a copy of such notice at its address shown in the Register. So long as any Note is represented by a Global Certificate, notices to Noteholders shall be given in accordance with the terms of the Global Certificate.
|
6.3
|
[HDI Change of Control Option Exercise Notices: The Registrar and each Transfer Agent will keep a stock of Exercise Notices and will make them available on demand to holders of the Notes in accordance with Condition 7(c). The Registrar or the relevant Transfer Agent with which a Certificate is deposited in a valid exercise of the Noteholder’s option under Condition 7(c) shall hold such Certificate on behalf of the depositing Noteholder (but shall not, save as provided below, release it) until the due date for redemption of the relevant Note(s) consequent upon the exercise of such option, when, subject as provided below, it shall surrender any such Certificate to itself for payment of the amount due in accordance with the Conditions and shall cause the Paying Agent to pay such moneys in accordance with the directions of the Noteholder contained in the Exercise Notice. If any Note evidenced by any Certificate so deposited becomes immediately due and payable before the due date for its redemption or exercise of the option, or if upon due surrender of the Certificate representing a Note payment of the amount due is improperly withheld or refused, the Agent concerned shall mail the Certificate representing such Note by uninsured post to, and at the risk of, the relevant Noteholder (unless the Noteholder otherwise requests and pays the costs of such insurance in advance to the relevant Agent) to such address as may have been given by the Noteholder in the Exercise Notice or where no address has been given, to the address appearing in the Register. At the end of each period for the exercise of any such option, each Agent shall promptly notify the Fiscal Agent of the principal amount of the Notes in respect
|
7
|
Cancellation, Destruction, Records and Reporting Requirements
|
7.1
|
Cancellation by Agents: All Certificates representing Notes that are redeemed, shall be cancelled as soon as reasonably practicable by the Transfer Agent to which the Certificates are surrendered for redemption of the Notes. Such Transfer Agent shall send to the Registrar the details required by such person for the purposes of this Clause and the cancelled Certificates.
|
7.2
|
Cancellation by Issuer: If the Issuer or the Guarantor or any of the Issuer’s Subsidiaries purchase any Notes, the Issuer or the Guarantor shall immediately notify the Fiscal Agent of the principal amount of those Notes it (or, where applicable, the relevant Issuer’s Subsidiary) has purchased and shall procure their cancellation.
|
7.3
|
Certification: The Fiscal Agent shall as soon as possible and in any event within three months after the date of any such redemption or purchase, send to the Issuer upon request a notice stating (1) the aggregate principal amount of Notes which have been redeemed and cancelled and (2) the certificate numbers of the Certificates representing them.
|
7.4
|
Destruction: Unless otherwise instructed by the Issuer or the Guarantor or unless, in the case of a Global Certificate, it is to be returned to its holder in accordance with its terms, the Fiscal Agent (or its designated agent) shall destroy the Certificates representing the cancelled Notes in its possession and shall upon request send the Issuer and the Guarantor a certificate giving the certificate numbers of such Certificates in numerical sequence.
|
7.5
|
Records: The Fiscal Agent shall keep a full and complete record of the payment, redemption, purchase, replacement, surrender, exchange, cancellation and destruction of the Notes. It shall make such record available at all reasonable times to the Issuer, the Guarantor and the Registrar.
|
7.6
|
Reporting Requirements: The Fiscal Agent shall (on behalf of the Issuer and, where appropriate, the Guarantor) submit such reports or information as may be required from time to time in relation to the issue and purchase of Notes by applicable law, regulations and guidelines promulgated by any governmental or regulatory authority agreed between the Issuer or the Guarantor and the Fiscal Agent.
|
7.7
|
Information from Issuer: The Fiscal Agent shall only be required to comply with its obligations under this Clause 7 in respect of Certificates surrendered for cancellation following a purchase of the same by the Issuer, the Guarantor or by any of the Issuer’s Subsidiaries to the extent it has been informed by the Issuer or the Guarantor of such purchase in accordance with Clause 7.2 above.
|
8
|
Replacement Certificates
|
8.1
|
Stocks of Individual Certificates: From time to time after such time (if ever) as the Notes may be transferred into a name other than that of the holder(s) of any Global Certificate, the Issuer will cause a sufficient quantity of additional blank Individual Certificates to be available, upon request, to the Fiscal Agent at its specified office, for the purpose of delivering
|
8.2
|
Safekeeping of Individual Certificates: The Fiscal Agent shall maintain in safe custody all Individual Certificates and blank Individual Certificates delivered to and held by it and shall ensure that Individual Certificates are issued only in accordance with the Conditions (including the provisions of any Global Certificate) and the provisions of this Agreement.
|
8.3
|
Information: Within seven days of any request therefor by the Issuer or any Agent, so long as any of the Notes are outstanding, the Fiscal Agent shall certify to the Issuer and the relevant Agent the number of blank Individual Certificates held by it hereunder.
|
8.4
|
Replacements: Subject to the following provisions of this Clause, the Fiscal Agent shall issue replacement Certificates in accordance with the Conditions. The Fiscal Agent will inform the Issuer upon receiving any request from a holder of the Notes for the issue of a replacement Individual Certificate.
|
8.5
|
Verification: The Fiscal Agent will verify with the relevant Agent, in the case of an allegedly lost, stolen, mutilated, defaced or destroyed Individual Certificate in respect of which the identifying number is known or believed to be known, that the Notes in respect of which such Individual Certificate is issued have not been purchased by the Issuer, the Guarantor or any of the Issuer’s Subsidiaries and cancelled and the Fiscal Agent shall not deliver or cause to be delivered any replacement Individual Certificate unless and until the applicant therefor shall have:
|
8.5.1
|
paid such expenses as may be incurred in connection therewith;
|
8.5.2
|
furnished the Fiscal Agent with such evidence (including evidence as to the identifying number of the Individual Certificate in question if known), security, indemnity and other terms as the Issuer or the Fiscal Agent may reasonably require; and
|
8.5.3
|
surrendered to the Fiscal Agent any mutilated or defaced Individual Certificate to be replaced.
|
8.6
|
Cancellation: The Fiscal Agent shall cancel and, unless otherwise instructed by the Issuer, destroy any mutilated or defaced Certificates replaced by it and shall send the Issuer a certificate containing the information specified in Clause 7.3.
|
8.7
|
Notification: The Fiscal Agent shall, on issuing a replacement Certificate, forthwith inform the other Agents of its certificate number and of the one that it replaces.
|
8.8
|
Records: The Registrar shall keep a full and complete record of all replacement Certificates delivered and shall make such record available at all reasonable times to the Issuer and the Fiscal Agent.
|
8.9
|
Surrender after Replacement: If a Certificate that has been replaced is surrendered to an Agent for payment, that Agent shall forthwith inform the Registrar, who shall so inform the Issuer.
|
9
|
Additional Duties of the Transfer Agent
|
10
|
Additional Duties of the Registrar
|
10.1
|
The Register: The Registrar shall maintain a register outside the United Kingdom and in accordance with the Conditions and the Regulations. The Register shall show the number of issued Certificates, their principal amount, their date of issue and their certificate number (which shall be unique for each Certificate) and shall identify each Note, record the name and address of its initial subscriber, all subsequent transfers, exercises of options and changes of ownership in respect of it, any replacement Certificates issued in respect thereof, the names and addresses of its subsequent holders and the Certificate from time to time representing it.
|
10.2
|
Register Available for Inspection: The Registrar shall at all reasonable times during office hours make the Register available to the Issuer, the Guarantor, the other Agents and any person authorised by any of them for inspection and for the taking of copies thereof or extracts therefrom and the Registrar shall deliver to such persons all such lists of holders of the Notes, their addresses and holdings and other details as they may request.
|
10.3
|
Payment Records: The Registrar will, whilst any Certificates are still outstanding, record details of all payments of interest or any other amounts made in respect of the Certificates in the Register.
|
10.4
|
Transfers: The Registrar will receive requests for transfers of Notes and will also receive Certificates representing Notes deposited with the Transfer Agent, effect the necessary entries in the Register and issue new Individual Certificate(s) in accordance with the applicable transfer restrictions and deliver new Individual Certificate(s) to the relevant Transfer Agent (if appropriate).
|
11
|
Information and Regulations Concerning the Notes
|
11.1
|
Provision of information: Each Agent will give to the other Agents such further information with regard to its activities hereunder as may reasonably be required by them for the proper carrying out of their respective duties.
|
11.2
|
Regulations:
|
11.2.1
|
The Issuer may, subject to the Conditions, from time to time with the approval of the Agents promulgate regulations concerning the carrying out of transactions relating to the Notes and the forms and evidence to be provided. All such transactions shall be made subject to the Regulations. The initial Regulations are set out in Schedule 5.
|
11.2.2
|
The Registrar shall, at the expense of the Issuer, failing whom the Guarantor, provide copies of the current Regulations to holders of the Notes upon request in accordance with Condition 2(a).
|
12
|
Documents and Forms
|
12.1
|
Fiscal Agent: The Issuer shall provide to the Fiscal Agent in a sufficient quantity, for distribution among the relevant Agents as required by this Agreement or the Conditions all documents (including Exercise Notices) required under the Notes or by any stock exchange on which the Notes are listed to be available for issue or inspection during business hours (and the Transfer Agent shall make such documents available for collection or inspection to the Noteholders that are so entitled and carry out the other functions set out in Schedule 5).
|
12.2
|
Certificates held by Agents: Each Agent (1) acknowledges that all forms of Certificates delivered to and held by it pursuant to this Agreement shall be held by it as custodian only and it shall not be entitled to and shall not claim any lien or other security interest on such forms, (2) shall only use such forms in accordance with this Agreement, (3) shall maintain all such forms in safe custody, (4) shall take such security measures as may reasonably be necessary to prevent their theft, loss or destruction and (5) shall keep an inventory of all such forms and make it available to the lssuer, the Guarantor and the other Agents at all reasonable times.
|
13
|
Fees and Expenses
|
13.1
|
Fees: The Issuer, failing whom the Guarantor, shall pay to the Fiscal Agent the fees and expenses in respect of the Agents’ services as is separately agreed with the Fiscal Agent and neither the Issuer nor the Guarantor need concern itself with the apportionment of payment between the Agents.
|
13.2
|
Costs: The Issuer, failing whom the Guarantor, shall also pay on demand all out-of-pocket expenses (including legal, advertising and postage expenses), in each case properly incurred by the Agents in connection with their services together with any applicable irrecoverable value added tax, sales, stamp, issue, registration, documentary or other similar taxes or duties, provided that there shall be no double recovery under this Clause and Clause 14 below.
|
13.3
|
Taxes: All payments made by the Issuer and/or the Guarantor to the Agents in relation to any costs and/or expenses incurred by such Agent pursuant to the terms of this Agreement shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or government charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or
|
14
|
Indemnity
|
14.1
|
By Issuer and Guarantor: The Issuer, failing whom the Guarantor, shall indemnify each Agent, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all properly incurred costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may properly incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as a result of such Agent’s gross negligence, wilful default or fraud or that of its directors, officers, employees or agents.
|
14.2
|
No liability for consequential loss: Notwithstanding anything to the contrary, no Agent shall be liable for (i) any special, consequential, punitive, or indirect loss or damage of any kind whatsoever or (ii) for any loss of business, goodwill, opportunity, reputation or profit, in each case whether or not foreseeable, even if the relevant Agent had been advised of the possibility of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, duty or otherwise.
|
14.3
|
Survival: The indemnities set out in this Clause 14 shall survive the termination or expiry of this Agreement.
|
15
|
General
|
15.1
|
No Agency or Trust: In acting under this Agreement the Agents shall have no obligation towards or relationship of agency or trust with any Noteholder and need only perform the duties set out specifically in this Agreement and the Conditions and any duties necessarily incidental to them. The Agents shall act solely as agents of the Issuer and, subject as expressly set out in this Agreement and the Conditions, need have no concern for the interests of the Noteholders.
|
15.2
|
Holder to be treated as Owner: Except as otherwise required by law, each Agent shall treat the registered holder of a Note as its absolute owner as provided in the Conditions and shall not be liable for doing so.
|
15.3
|
No Lien: No Agent shall exercise any lien, right of set-off or similar claim against any Noteholder in respect of moneys payable by it under this Agreement.
|
15.4
|
Taking of Advice: Each Agent may, at the cost of the Issuer, failing whom the Guarantor, consult on any legal matter any legal adviser auditor, banker, financial adviser, financial institution, valuer, surveyor, broker, auctioneer, accountant or other expert selected by it, (who may be an employee of or adviser to the Issuer or the Guarantor), and it shall not be liable in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion. Each Agent may rely without liability to any person on any information, report, confirmation, evaluation, certificate or any advice of any legal adviser, auditor, banker, financial adviser, financial institution, valuer, surveyor, broker, auctioneer, accountant or other expert whether or not liability in relation thereto is limited by reference to a monetary cap, methodology or otherwise.
|
15.5
|
Reliance on Documents etc.: No Agent shall be liable in respect of anything done or suffered by it in reliance on any Global Certificate or Individual Certificate or other document, certificate, instruction or information from any electronic or other source reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper parties.
|
15.6
|
Other Relationships: Any Agent and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note or other security (or any interest therein) of the Issuer, the Guarantor or any other person, may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit.
|
15.7
|
Information: Each of the Issuer and the Guarantor, shall provide as soon as reasonably practicable on request to any Agent such information as it shall reasonably require for the purpose of the discharge or exercise of its duties herein.
|
15.8
|
List of Authorised Persons: The Issuer and the Guarantor, shall provide the Fiscal Agent for itself and for delivery to each other Agent with a copy of the certified list of persons authorised to take action on behalf of the Issuer and/or the Guarantor, as the case may be, in connection with this Agreement and containing specimen signatures of such designated persons, and shall notify the Fiscal Agent and each other Agent immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised. Unless and until notified of any such change, each Agent may rely on the certificate(s) most recently delivered to it and all instructions given in accordance with such certificate(s) shall be binding on the Issuer and the Guarantor.
|
15.9
|
Monitoring: No Agent shall be under any obligation to monitor or supervise, enquire about or satisfy itself as to (i) the Issuer’s ratings for purposes of Condition 7, (ii) the functions or acts of any of the parties and shall be entitled to assume, in the absence of express notice in writing to the contrary, that each other party is properly performing and complying with its obligations under the documents to which it is party and that no Event of Default or other relevant event has occurred and shall have no liability to any person for any loss arising from any breach by that party or any such event.
|
15.10
|
Illegality: Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction or any internal policy relating to anti-money laundering and “know your customer” requirements and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
|
15.11
|
Force Majeure: Notwithstanding anything in this Agreement to the contrary, the Agents shall not be responsible or liable for any delay or failure to perform under this Agreement or for any losses resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Agents including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this
|
15.12
|
No duty to expend own funds: No Agent shall be under any obligation to take any action under this Agreement that it expects will result in any expense to or liability of such Agent, the payment of which is not, in its opinion, assured to it within a reasonable time.
|
16
|
Changes in Agents
|
16.1
|
Appointment and Termination: The Issuer and the Guarantor may at any time appoint additional Agents and/or terminate the appointment of any Agent by giving to the Fiscal Agent and that Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes. Upon any letter of appointment being executed by or on behalf of the Issuer, the Guarantor and any person appointed as an Agent, such person shall become a party to this Agreement as if originally named in it and shall act as such Agent in respect of the Notes.
|
16.2
|
Resignation: Any Agent may resign its appointment at any time by giving the Issuer, the Guarantor and the Fiscal Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Notes.
|
16.3
|
Condition to Resignation or Termination: No resignation or (subject to Clause 16.5) termination of the appointment of the Fiscal Agent shall, however, take effect until a new Fiscal Agent (which shall be a bank or trust company) has been appointed and no resignation or termination of the appointment of a Transfer Agent or the Registrar shall take effect if there would not then be a Transfer Agent or a Registrar as required by the Conditions. If the appointment of an Agent is terminated pursuant to Clause 16.1 or Clause 16.5 or any Agent gives notice of its resignation pursuant to Clause 16.2, the Issuer and the Guarantor shall use all reasonable endeavours to procure that another Agent is appointed if such appointment is required pursuant to this Clause 16.3, but if it fails to do so before the fifth day before the expiry of the relevant notice period, the relevant Agent shall have the power to appoint as its replacement any reputable and experienced financial institution. Immediately following such appointment, the Issuer shall give notice of such appointment to the remaining Agents and the Noteholders whereupon the Issuer, the Guarantor, the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.
|
16.4
|
Change of Office: If an Agent changes the address of its specified office in a city it shall give the Issuer, the Guarantor and the Fiscal Agent at least 60 days’ notice of the change, giving the new address and the date on which the change is to take effect.
|
16.5
|
Automatic Termination: The appointment of an Agent shall forthwith terminate if such Agent becomes incapable of acting, is adjudged bankrupt or insolvent, files a voluntary petition in
|
16.6
|
Payee Status of Agents:
|
16.6.1
|
Each Agent shall be a person to whom payments are free from FATCA Withholding Tax at the time of such Agent’s appointment,
|
16.6.2
|
Each Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and 1471 through 1474 of the Code (and any applicable U.S. Treasury Regulations thereunder or official interpretations thereof) and (iii) agrees that upon its appointment it will provide the Issuer with a properly completed, signed and valid IRS Form W-9.
|
16.6.3
|
Each Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuer with a properly, completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting
|
16.7
|
Delivery of Records: If an Agent resigns or its appointment is terminated, it shall on the date on which the resignation or termination takes effect pay to the new Agent any amount held by it for payment in respect of the Notes and deliver to the new Agent the records kept by it and all Individual Certificates (if any), documents and forms (save for those required to be retained by law or regulation) held by it pursuant to this Agreement.
|
16.8
|
Successor Corporations: A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement.
|
16.9
|
Notices: The Issuer shall give Noteholders at least 30 days’ notice of any proposed appointment, termination, resignation or change under Clauses 16.1 to 16.4 of which it is aware and, as soon as practicable, notice of any succession under Clause 16.7 of which it is
|
17
|
Communications
|
17.1
|
Notices: Any communication shall be by letter, fax or electronic communications:
|
17.2
|
Notices through Fiscal Agent: All communications relating to this Agreement between the Issuer, the Guarantor and any of the Agents or between the Agents themselves shall be made (except where otherwise expressly provided) through the Fiscal Agent.
|
17.3
|
The Agents are entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received.
|
17.4
|
Unsecured methods of communication: If an Agent is requested to act on instructions or directions delivered by fax, email or any other unsecured method of communication or any instructions or directions delivered through BNY Mellon Connect, CIDD, Nexen or any alternative electronic platform used to submit instructions, such Agent shall have:
|
17.4.1
|
no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorised to give instructions or directions on behalf of the Issuer; and
|
17.4.2
|
no liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such instructions or directions.
|
18
|
Notices
|
18.1
|
Publication: At the request and expense of the Issuer, failing whom the Guarantor, the Fiscal Agent shall arrange for the publication of all notices to Noteholders. Notices to Noteholders shall be published in accordance with the Conditions.
|
18.2
|
Notice of Default: The Fiscal Agent shall promptly notify the Issuer, the Guarantor and the Noteholders of any notice received by it under Condition 10.
|
19
|
Governing Law and Jurisdiction
|
19.1
|
Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
|
19.2
|
Jurisdiction: The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in such courts. The lssuer, the Guarantor and each of the Agents irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of the Agents and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).
|
19.3
|
Service of Process: The Guarantor and the Issuer irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom as its authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for the service of process, the Issuer and the Guarantor shall forthwith appoint a new agent for service of process in England and deliver to the Fiscal Agent a copy of the new agent’s acceptance of that appointment within 30 days. Nothing shall affect the right to serve process in any other manner permitted by law.
|
19.4
|
This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.
|
Registered Holder:
|
|
Address of Registered Holder:
|
|
Principal amount of Notes represented by this Global Certificate:
|
|
(i)
|
if the Notes represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system as shall have been designated by the Issuer (an “Alternative Clearing System”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or
|
(ii)
|
upon or following any failure to pay principal in respect of any Notes when it is due and payable,
|
Dated:
|
|
Signed:
|
Certifying Signature:
|
1
|
The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.
|
2
|
A representative of the Noteholder should state the capacity in which he signs e.g. executor.
|
Registered Holder:
|
|
Address of Registered Holder:
|
|
Principal amount of Notes represented by this Certificate:
|
|
Dated: [●]
|
|
Signed:
|
Certifying Signature:
|
1
|
The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Note(s) represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.
|
2
|
A representative of the Noteholder should state the capacity in which he signs.
|
1
|
Interpretation
|
1.1
|
references to a meeting are to a meeting of all Noteholders of Notes and include, unless the context otherwise requires, any adjournment;
|
1.2
|
“agent” means a proxy for, or representative of, a Noteholder;
|
1.3
|
“Electronic Consent” has the meaning set out in paragraph 11;
|
1.4
|
“Extraordinary Resolution” means a resolution passed (a) at a meeting duly convened and held in accordance with this Agreement by a majority of at least 75 per cent. of the votes cast, (b) by a Written Resolution or (c) by an Electronic Consent;
|
1.5
|
“Written Resolution” means a resolution in writing signed by the holders of not less than 90 per cent. in principal amount of the Notes outstanding; and
|
1.6
|
references to persons representing a proportion of the Notes are to Noteholders or agents holding or representing in the aggregate at least that proportion in principal amount of the Notes for the time being outstanding.
|
2
|
Appointment of Proxy or Representative
|
2.1
|
A holder of Notes may, by an instrument in writing in the English language (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the specified office of the Registrar or a Transfer Agent not less than 48 hours before the time fixed for the relevant meeting, appoint the person (a “proxy”) to act on his or its behalf in connection with any meeting of the Noteholders and any adjourned such meeting.
|
2.2
|
Any holder of Notes which is a corporation may, by delivering to any Agent not later than 48 hours before the time fixed for any meeting a resolution of its directors or other governing body, authorise any person to act as its representative (a “representative”) in connection with any meeting of the Noteholders and any adjourned such meeting.
|
2.3
|
Any proxy appointed pursuant to sub-paragraph 2.1 above or representative appointed pursuant to sub-paragraph 2.2 shall, so long as such appointment remains in full force, be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Noteholders, to be the holder of the Notes to which such appointment relates and the holder of the Notes shall be deemed for such purposes not to be the holder or owner, respectively.
|
3
|
Powers of meetings
|
3.1
|
to sanction any proposal by the Issuer or the Guarantor or any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer or the Guarantor, whether or not those rights arise under the Notes;
|
3.2
|
to sanction the exchange or substitution for the Notes of, or the conversion of the Notes into, shares, notes or other obligations or securities of the lssuer, the Guarantor or any other entity;
|
3.3
|
to assent to any modification of this Agreement, the Notes, the Deed of Guarantee or the Deed of Covenant proposed by the lssuer, the Guarantor or the Fiscal Agent;
|
3.4
|
to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;
|
3.5
|
to give any authority, direction or sanction required to be given by Extraordinary Resolution;
|
3.6
|
to appoint any persons (whether Noteholders or not) as a committee or committees to represent the Noteholders’ interests and to confer on them any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution;
|
3.7
|
to approve the substitution of any entity for the Issuer or the Guarantor (or any previous substitute) as principal debtor or guarantor under this Agreement,
|
(i)
|
modifying the maturity of the Notes or the dates on which interest is payable in respect of the Notes;
|
(ii)
|
reducing or cancelling the principal amount of, or interest on, or varying the method of calculating the rate of interest on, the Notes;
|
(iii)
|
changing the currency of payment of the Notes;
|
(iv)
|
modifying the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution;
|
(v)
|
modifying or cancelling the Guarantee;
|
(vi)
|
modifying or cancelling the Support Agreement; or
|
(vii)
|
amending this proviso.
|
4
|
Convening a meeting
|
4.1
|
The Issuer or the Guarantor may at any time convene a meeting. If it receives a written request by Noteholders holding at least 10 per cent. in principal amount of the Notes for the time being outstanding and is indemnified to its satisfaction against all costs and expenses, the Issuer shall convene a meeting of the Noteholders. Every meeting shall be held at a time and place approved by the Fiscal Agent.
|
4.2
|
At least 21 days’ notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Noteholders. A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and place of meeting and the nature of the resolutions to be proposed and shall explain how Noteholders may appoint proxies or representatives.
|
5
|
Chairman
|
5.1
|
The chairman of a meeting shall be such person as the Issuer may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Noteholders or agents present shall choose one of their number to be chairman, failing which the Issuer may appoint a chairman.
|
5.2
|
The chairman may but need not be a Noteholder or agent. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting.
|
6
|
Attendance
|
6.1
|
The following may attend and speak at a meeting:
|
6.1.1
|
Noteholders and agents;
|
6.1.2
|
the chairman; and
|
6.1.3
|
the lssuer, the Guarantor and the Fiscal Agent (through their respective representatives) and their respective financial and legal advisers.
|
6.2
|
No-one else may attend or speak.
|
7
|
Quorum and Adjournment
|
7.1
|
No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Noteholders, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved.
|
7.2
|
Two or more Noteholders or agents present in person shall be a quorum:
|
7.2.1
|
in the cases marked “No minimum proportion” in the table below, whatever the proportion of the Notes which they represent; and
|
7.2.2
|
in any other case, only if they represent the proportion of the Notes shown by the table below.
|
7.3
|
The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place. Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 7.1.
|
7.4
|
At least 10 days’ notice of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting.
|
8
|
Voting
|
8.1
|
Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman, the lssuer, the Guarantor or one or more persons representing two per cent. of the Notes.
|
8.2
|
Unless a poll is demanded a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it.
|
8.3
|
If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded.
|
8.4
|
A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once.
|
8.5
|
On a show of hands every person who is present in person and who produces a Note or is a proxy has one vote. On a poll every such person has one vote in respect of each integral currency unit of the currency of the Notes or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way.
|
8.6
|
In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have.
|
9
|
Effect and Publication of an Extraordinary Resolution
|
10
|
Minutes
|
11
|
Written Resolutions and Electronic Consent
|
11.1
|
Subject to paragraph 11.2 below, a Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the Noteholders.
|
11.2
|
For so long as the Notes are in the form of a Global Certificate registered in the name of any nominee for, one or more of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System, then, in respect of any resolution proposed by the Issuer or the Guarantor:
|
11.2.1
|
where the terms of the proposed resolution have been notified to the Noteholders through the relevant clearing system(s), the Issuer and the Guarantor shall be entitled to rely upon approval of such resolution proposed by the Issuer or the Guarantor (as the case may be) given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than 90 per cent. in principal amount of the Notes outstanding (“Electronic Consent”). Neither the Issuer nor the Guarantor shall be liable or responsible to anyone for such reliance; and
|
11.2.2
|
where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution has been validly passed, the Issuer and the Guarantor shall be entitled to rely on consent or instructions given in writing directly to the Issuer and/or the Guarantor, as the case may be, by (a) accountholders in the clearing system(s) with entitlements to such Global Certificate and/or, (b) where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person identified by that accountholder as the person for whom such entitlement is held. For the purpose of establishing the entitlement to give any such consent or instruction, the Issuer shall be entitled to rely on any certificate or other document issued by, in the case of (a) above, Euroclear, Clearstream, Luxembourg or any other relevant alternative clearing system (the “relevant clearing system”) and, in the case of (b) above, the relevant clearing system and the accountholder identified by the relevant clearing system for the purposes of (b) above. Any resolution passed in such manner shall be binding on all Noteholders, even if the relevant consent or instruction proves to be defective. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of
|
11.3
|
A Written Resolution and/or Electronic Consent shall take effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding on all Noteholders, whether or not they participated in such Written Resolution and/or Electronic Consent.
|
1
|
Each Certificate shall represent an integral number of Notes.
|
2
|
Unless otherwise requested by him and agreed by the Issuer and save as provided in the Conditions, each holder of more than one Note shall be entitled to receive only one Certificate in respect of his holding.
|
3
|
Unless otherwise requested by them and agreed by the Issuer and save as provided in the Conditions, the joint holders of one or more Notes shall be entitled to receive only one Certificate in respect of their joint holding which shall, except where they otherwise direct, be delivered to the joint holder whose name appears first in the register of the holders of Notes in respect of the joint holding. All references to “holder”, “transferor” and “transferee” shall include joint holders, transferors and transferees.
|
4
|
The executors or administrators of a deceased holder of Notes (not being one of several joint holders) and, in the case of the death of one or more of joint holders, the survivor or survivors of such joint holders shall be the only persons recognised by the Issuer as having any title to such Notes.
|
5
|
Any person becoming entitled to Notes in consequence of the death or bankruptcy of the holder of such Notes may, upon producing such evidence that he holds the position in respect of which he proposes to act under this paragraph or of his title as a Transfer Agent or the Registrar shall require (including certificates and/or legal opinions), be registered himself as the holder of such Notes or, subject to the preceding paragraphs as to transfer, may transfer such Notes. The Issuer, the Transfer Agent and the Registrar may retain any amount payable upon the Notes to which any person is so entitled until such person shall be so registered or shall duly transfer the Notes.
|
6
|
Upon the surrender of a Certificate representing any Notes to be transferred or in respect of which an option is to be exercised or any other Noteholders’ right to be demanded or exercised, the Registrar or the Transfer Agent to whom such Note is surrendered shall request reasonable evidence as to the identity of the person (the “Surrendering Party”) who has executed the form of transfer on the Certificate or other accompanying notice or documentation, as the case may be, if such signature does not conform to any list of duly authorised specimen signatures supplied by the registered holder. If the signature corresponds with the name of the registered holder, such evidence may take the form of a certifying signature by a notary public or a recognised bank. If the Surrendering Party is not the registered holder or is not one of the persons included on any list of duly authorised persons supplied by the registered holder, the Registrar or the Transfer Agent shall require reasonable evidence (which may include legal opinions) of the authority of the Surrendering Party to act on behalf of, or in substitution for, the registered holder in relation to such Notes. In the case of a transfer of fewer than all the Notes in respect of which a Certificate is issued, a new Certificate in respect of the Notes not transferred will be so delivered to the holder to its address appearing on the Register.
|
Bank:
|
[●]
|
Branch Address:
|
[●]
|
Branch Code:
|
[●]
|
Account Number:
|
[●]
|
Account Name:
|
[●]
|
Signature of holder:
|
Certifying signature (2):
|
1.
|
The Fiscal Agency Agreement provides that Certificates so returned or Certificates issued will be sent by post, uninsured and at the risk of the Noteholder, unless the Noteholder otherwise requests and pays the costs of such insurance in advance to the relevant Agent. This section need only be completed if the Certificate is not to be forwarded to the registered address.
|
2.
|
The signature of any person relating to any Notes shall conform to a list of duly authorised specimen signatures supplied by the holder of such Notes or (if such signature corresponds with the name as it appears on the face of the Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent may reasonably require. A representative of the holder should state the capacity in which he signs.
|
3.
|
This Exercise Notice is not valid unless all of the paragraphs requiring completion are duly completed.
|
4.
|
The Agent with whom the above Certificates are deposited shall not in any circumstances be liable to the depositing Noteholder or any other person for any loss or damage arising from any act, default or omission of such Agent in relation to the Certificates or any of them unless such loss or damage was caused by the fraud or negligence of such Agent or its directors, officers or employees.
|
TABLE OF CONTENTS
|
|||
|
|
Page
|
|
ARTICLE I DEFINITIONS
|
1
|
|
|
|
1.1 Certain Defined Terms
|
1
|
|
ARTICLE II THE CREDITS
|
21
|
|
|
|
2.1 Syndicated Global Loans
|
21
|
|
|
2.2 [Reserved]
|
21
|
|
|
2.3 Optional Payments of Loans
|
22
|
|
|
2.4 Reduction of Commitments
|
23
|
|
|
2.5 Method of Borrowing Syndicated Global Advances
|
23
|
|
|
2.6 Method of Selecting Types and Interest Periods for Syndicated Global Advances
|
23
|
|
|
2.7 Minimum Amount of Each Syndicated Global Advance
|
23
|
|
|
2.8 Method of Selecting Types and Interest Periods for Conversion and Continuation of Syndicated Global Advances
|
23
|
|
|
2.9 [Reserved]
|
24
|
|
|
2.10 The Bid Rate Advances
|
24
|
|
|
2.11 Default Rate
|
27
|
|
|
2.12 Method of Payment
|
27
|
|
|
2.13 Notes, Telephonic Notices
|
28
|
|
|
2.14 Promise to Pay; Interest and Fees; Interest Payment Dates; Interest and Fee Basis; Loan Accounts
|
28
|
|
|
2.15 Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions
|
29
|
|
|
2.16 Lending Installations
|
29
|
|
|
2.17 Non-Receipt of Funds by the Global Administrative Agent
|
29
|
|
|
2.18 Maturity Date
|
30
|
|
|
2.19 Term-Out Option
|
30
|
|
ARTICLE III CHANGE IN CIRCUMSTANCES
|
30
|
|
|
|
3.1 Yield Protection
|
30
|
|
|
3.2 Changes in Capital Adequacy Regulations
|
31
|
|
|
3.3 Availability of Types of Advances
|
32
|
|
|
3.4 Funding Indemnification
|
33
|
|
|
3.5 Taxes
|
33
|
|
|
3.6 Mitigation; Lender Statements; Survival of Indemnity
|
36
|
|
|
3.7 [Reserved}
|
36
|
|
|
3.8 Replacement of Affected Lenders
|
36
|
|
|
3.9 Removal of Lenders
|
37
|
|
ARTICLE IV CONDITIONS PRECEDENT
|
38
|
|
|
|
4.1 Initial Loans
|
38
|
|
|
4.2 Each Loan
|
38
|
|
|
|
|
ARTICLE V REPRESENTATIONS AND WARRANTIES
|
38
|
|
|
|
5.1 Representations and Warranties
|
38
|
|
ARTICLE VI COVENANTS
|
40
|
|
|
|
6.1 Affirmative Covenants
|
40
|
|
|
6.2 Negative Covenants
|
43
|
|
|
6.3 Financial Covenants
|
45
|
|
ARTICLE VII DEFAULTS
|
46
|
|
|
|
7.1 Defaults
|
46
|
|
ARTICLE VIII ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES
|
49
|
|
|
|
8.1 Remedies
|
49
|
|
|
8.2 Defaulting Lender
|
49
|
|
|
8.3 Amendments
|
50
|
|
|
8.4 Preservation of Rights
|
52
|
|
ARTICLE IX GENERAL PROVISIONS
|
52
|
|
|
|
9.1 Survival of Representations
|
52
|
|
|
9.2 Governmental Regulation
|
52
|
|
|
9.3 Headings
|
52
|
|
|
9.4 Entire Agreement
|
52
|
|
|
9.5 Several Obligations; Benefits of this Agreement
|
52
|
|
|
9.6 Expenses; Indemnification
|
52
|
|
|
9.7 Numbers of Documents
|
54
|
|
|
9.8 Accounting
|
54
|
|
|
9.9 Severability of Provisions
|
54
|
|
|
9.10 Nonliability of Lenders
|
55
|
|
|
9.11 CHOICE OF LAW AND SUBMISSION TO JURISDICTION
|
55
|
|
|
9.12 WAIVER OF JURY TRIAL
|
55
|
|
|
9.13 No Strict Construction
|
56
|
|
|
9.14 USA PATRIOT ACT
|
56
|
|
|
9.15 Service of Process
|
56
|
|
|
9.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
56
|
|
|
9.17 Certain Calculations
|
57
|
|
|
9.18 Interest Rates
|
57
|
|
|
9.19 LLC Division
|
57
|
|
|
9.20 Interest Rates; LIBOR Notification
|
57
|
|
ARTICLE X THE GLOBAL ADMINISTRATIVE AGENT
|
58
|
|
|
|
10.1 Appointment; Nature of Relationship
|
58
|
|
|
10.2 Powers
|
58
|
|
|
10.3 General Immunity
|
58
|
|
|
10.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc
|
58
|
|
|
10.5 Action on Instructions of Lenders
|
59
|
|
|
10.6 Employment of the Global Administrative Agent and Counsel
|
9
|
|
|
10.7 Reliance on Documents; Counsel
|
59
|
|
|
10.8 The Global Administrative Agent’s Reimbursement and Indemnification
|
59
|
|
|
10.9 Rights as a Lender
|
60
|
|
|
10.10 Lender Credit Decision
|
60
|
|
|
10.11 Successor Global Administrative Agent
|
60
|
|
|
10.12 Co-Agents, Documentation Agent, Syndication Agent, etc
|
60
|
|
|
10.13 Certain ERISA Matters
|
61
|
|
ARTICLE XI SETOFF; RATABLE PAYMENTS
|
62
|
|
|
|
11.1 Setoff
|
62
|
|
|
11.2 Ratable Payments
|
62
|
|
ARTICLE XII GUARANTEE
|
62
|
|
|
ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
|
65
|
|
|
|
13.1 Successors and Assigns
|
65
|
|
|
13.2 Participations
|
65
|
|
|
13.3 Assignments
|
66
|
|
|
13.4 Confidentiality
|
69
|
|
|
13.5 Dissemination of Information
|
70
|
|
|
13.6 Non-Use of HDFS’ Licensed Marks
|
70
|
|
ARTICLE XIV NOTICES
|
71
|
|
|
|
14.1 Giving Notice
|
71
|
|
|
14.2 Change of Address
|
72
|
|
ARTICLE XV COUNTERPARTS
|
72
|
|
|
|
15.1 Counterparts; Effectiveness; Electronic Execution
|
72
|
|
EXHIBIT A
|
-- Commitments
(Definitions) |
EXHIBIT B-1
|
-- Form of Syndicated Global Note
(Definitions) |
EXHIBIT B-2
|
-- Form of Bid Rate Note
(Definitions) |
EXHIBIT C
|
-- Form of Assignment Agreement
(§13.3) |
EXHIBIT D
|
-- List of Closing Documents
(§ 4.1) |
Schedule I
|
-- Funding Protocols re: Syndicated Global Loans (Definitions, § 2.6)
|
Schedule II
|
-- Intercompany Subordination Terms (Definitions)
|
Schedule 6.2.2(c)
|
-- Liens (§ 6.2.2(c))
|
HARLEY-DAVIDSON, INC.,
as a U.S. Borrower
|
|
|
By:__/s/J. Darrell Thomas __________________
Name: J. Darrell Thomas Title: Vice President and Treasurer |
|
Address:
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Attention: J. Darrell Thomas, Vice President and Treasurer
Telephone No.: (414) 343-7863
Facsimile No.: (414) 343-4990
with copy to (in the case of a notice of Default):
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Attention: Paul J. Jones, Vice-President, Strategy & Sustainability, Chief Legal Officer and Secretary
Telephone No.: (414) 343-4885
Facsimile No.: (414) 343-4990
|
HARLEY-DAVIDSON FINANCIAL SERVICES, INC.,
as a U.S. Borrower
|
|
|
By:__/s/J.Darrell Thomas_____________________
Name: J. Darrell Thomas Title: Vice President, Chief Financial Officer and Treasurer |
|
Address:
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Attention: J. Darrell Thomas, Vice President, Chief Financial Officer and Treasurer
Telephone No.: (414) 343-7863
Facsimile No.: (414) 343-4990 |
HARLEY-DAVIDSON CREDIT CORP.,
as the Guarantor
|
|
|
By:__/s/ J. Darrell Thomas ________
Name: J. Darrell Thomas Title: Vice President, Chief Financial Officer and Treasurer |
|
Address:
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Attention: J. Darrell Thomas, Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
Telephone No.: (414) 343-7863
Facsimile No.: (414) 343-4990 |
JPMORGAN CHASE BANK, N.A.,
as the Global Administrative Agent and as a Lender
|
|
|
By:__/s/Robert P. Kellas____________________
Name: Robert P. Kellas Title: Executive Director |
|
Address:
383 Madison Avenue, Floor 24 New York, New York 10179 Attention: Robert Kellas Telephone No.: (212) 270-3560 Facsimile No.: (212) 270-5100
In the case of Borrowing Notices
500 Stanton Christiana Road
Ops Building 2, 3rd Floor
Newark, Delaware 19713-2107
Attention: Christine Angus
Facsimile No.: (302) 634-4250
In the case of a notification of the DQ List:
JPMDQ_Contact@jpmorgan.com
|
BARCLAYS BANK PLC,
as Documentation Agent and as a Lender
|
|
|
By:__/s/Craig Malloy_____________
Name: Craig Malloy Title: Director |
|
Address: 745 Seventh Avenue, 8th Floor,
New York, NY 10019
|
Attention: Oksana Shtogrin
|
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
as Documentation Agent and as a Lender
|
|
|
By:__/s/Michael Borowiecki_____________
Name: Michael Borowiecki Title: Authorized Signatory |
|
Address:
E&Y Tower, 222 Bay St,
15th Floor, Toronto, Ontario
M5K 1A2
|
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
as Lender
|
|
|
By:__/s/Robert Grillo_____________
Name: Robert Grillo Title: Director |
|
Address: 277 Park Avenue, 31st Floor
New York, NY 10172
Attention: Penny (Yi) Dong
Telephone No.: 212-801-9778
Facsimile No.: 212-536-9265
|
|
GOLDMAN SACHS BANK USA,
as Documentation Agent and as a Lender
|
|
|
By:__/s/Ryan Durkin_____________
Name: Ryan Durkin Title: Authorized Signatory |
Address:
200 West Street
New York, NY 10282
Attention: Jamie Minieri
c/o Goldman, Sachs & Co.
2001 Ross Ave, 29th Floor
Dallas, TX 75201
Telephone No.: 972-368-2966
Facsimile No.: 212-256-6425
|
|
LLOYDS BANK CORPORATE MARKETS PLC,
as a Lender
|
|
|
By:__/s/Kamala Basdeo_____________
Name: Kamala Basdeo Title: Assistant Manager |
By:__/s/Tina Wong _____________
Name: Tina Wong Title: Assistant Manager |
Address:
1095 Avenue of the Americas New York, NY 10036 Attention: Tina Wong Telephone No.: 212-895-9539 |
•
|
restricting dividends on the common stock;
|
•
|
diluting the voting power of the common stock;
|
•
|
impairing the liquidation rights of the common stock; and
|
•
|
delaying or preventing a change in control of the corporation.
|
1.
|
Your last day of employment was October 25, 2019 (“Last Day”).
|
2.
|
As a condition to receiving the payments and benefits set forth below, you must sign the attached Release Agreement. Per the attached Release Agreement, you have one week (until November 13, 2019) to do so. Assuming that you have signed the attached Release Agreement and have returned it to the Company as indicated in paragraph 16 of the Release Agreement, you will receive the following benefits:
|
a.
|
A lump sum severance payment of $700,000, which consists of one year of your current annual base pay, less applicable taxes and withholdings, within thirty (30) days following your delivery of an executed Release Agreement in accordance with paragraph 16 of the Release Agreement).
|
b.
|
Except as provided in the last sentence of this paragraph, your group health, dental and vision insurance benefits and that of your dependents, if applicable, will be continued under COBRA, for a period of eighteen (18) months following your Last Day on the same terms and required employee costs as such plans are made available to the Company’s salaried employees generally, except that employees receiving severance are not eligible for Healthy Behavior Rewards contributions. Your Benefit Period runs from November 1, 2019 to April 30, 2021. As your Benefit Period spans a full 18 months, there will be no provision for COBRA beyond April 30, 2021. You will receive COBRA application paperwork from WageWorks which must be completed in order to continue this coverage.
|
c.
|
In accordance with the Company’s relocation plan, you would otherwise owe the Company $26,646.52 for relocation expenses. For the avoidance of doubt, the Company agrees that it will forgive and not seek to collect this amount, with the understanding that no additional relocation expenses incurred by you will be reimbursed by or paid for
|
3.
|
You will be paid for unused 2019 vacation.
|
4.
|
You can elect to convert your group basic employee life of 150% of base pay to a private, direct pay plan by making application to Prudential Insurance Company within 31 days following your Last Day. The amount of life insurance you may elect to convert into an individual policy is the amount provided under the salaried employee group life plan (150% of pay). You can contact Amy Ostop at 414-343-8109 for additional information.
|
5.
|
Under our Stock Incentive Plan, any restricted share units and restricted shares not vested on your Last Day are forfeited. After your Last Day, while you are no longer subject to Company policies, you must comply with all applicable laws, including insider trading laws.
|
6.
|
Your 401(k) Retirement Savings Plan contribution, if applicable, will be suspended as of October 25, 2019. Your length of service with the Company is not sufficient to become vested in the Company contributions therefore they will be forfeited. Since your balance exceeds $5,000, you may elect to keep your balance in the Retirement Savings Plan until you reach age 70 ½, or you may elect to rollover your account balance to an IRA or another qualified plan. Alternatively, you may take a taxable distribution (note: penalties may apply to an early distribution). Please consult your tax advisor prior to making a distribution election.
|
7.
|
You will not receive any STIP or similar payment for 2019 and thereafter.
|
8.
|
If you have any reimbursable expenses incurred in the ordinary course of employment prior to your Last Day, you are expected to submit them as soon as possible, but no later than November 25, 2019, for payment.
|
9.
|
You agree to be bound by (i) the non-compete and non-solicit covenants set forth in the Release Agreement, which covenants shall supersede and replace any non-compete and non-solicit covenants otherwise set forth in any other agreement with the Company (including but not limited to your Restricted Stock Unit Agreement(s) and Performance Shares Agreement(s), if applicable) and (ii) the confidentiality obligations under the Employee Commitment which you signed during your employment, and any other confidentiality obligations set forth in the Release Agreement.
|
10.
|
There will be no other compensation, bonuses, incentive plan payments, stock, stock units or options, benefits or payments of any kind except as provided in this letter.
|
11.
|
Please note that this summary is being provided for your convenience. The Release Agreement and/or any applicable benefit plan document contain the actual controlling language and details. Therefore, to the extent there are any inconsistencies between this
|
1.
|
In consideration of the various payments and benefits set forth in the attached letter, which Executive acknowledges are different than Executive is entitled to under the Company’s normal policies and procedures, Executive releases the Company, its parent, its parent’s direct or indirect subsidiaries, related and affiliated companies, and each of their past and present Executives, directors, officers, agents, insurers, successors, executors, assigns and representatives (referred to in this Release Agreement as “Released Parties”) from all claims, charges, demands, and liabilities of any kind arising before or through the date of this Release Agreement, except as otherwise provided below. This release includes, but is not limited to, all claims, charges, demands and liabilities arising out of or in connection with Executive’s employment with the Company, and any other contract between the Executive and the Company, or the termination of the Executive’s employment. Executive also releases and waives any claim or right to further compensation, benefits, reinstatement of employment, damages, penalties, attorneys’ fees, costs or expenses of any kind from the Company or any of the other Released Parties. Notwithstanding the foregoing, nothing in this Release Agreement shall waive or release (i) any rights Executive may have under the terms of this Release Agreement; (ii) any rights that cannot be released as a matter of law; (iii) any right or claim that arises against the Company or any of the Released Parties after the payment of the lump sum set forth in paragraph 2(a) of the attached letter; or (iv) any rights in respect to any accrued vested benefits; provided however that Executive specifically acknowledges that he is not entitled to any benefits or options under the Harley-Davidson, Inc. 2009 or 2014 Amended Incentive Stock Plans or the Company’s Executive Severance Plan.
|
2.
|
Executive fully understands and acknowledges that the general release contained in paragraph 1 above includes a release of any rights or claims Executive may have under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1866 (42 U.S.C. §§ 1981 and 1983); the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Genetic Information Nondiscrimination Act; the Federal Family and Medical Leave Act; the Fair Labor Standards Act; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; the Rehabilitation Act of 1973; the Civil Rights Act of 1991; the Executive Retirement Income Security Act of 1974; the Wisconsin Fair Employment Act; the Wisconsin Family and Medical Leave Act; the Wisconsin Business Closing and Mass Layoff Notification Law (Wis. Stat. § 109.07); the Milwaukee Housing and Employment Discrimination Ordinance; and any other federal, state or local laws or regulations of any kind, but shall not include claims under the Age
|
3.
|
Executive states that Executive has not filed or joined in any complaints, charges, lawsuits or proceedings of any kind against the Company or any of the other Released Parties.
|
4.
|
Executive promises never to file or join in any complaints or proceedings of any kind asserting any claims that are released in this Release Agreement, except as otherwise provided in paragraph 10 below. If Executive breaks this promise and files or voluntarily joins in any complaint or proceeding based on any claim that Executive has released, Executive agrees that the Company will cease any remaining payment and benefits remaining and Executive will reimburse the Company for any severance pay and relocation reimbursement forgiveness already provided to Executive pursuant to paragraph 2 and its subparagraphs of the attached letter and will pay for all costs incurred by the Company or any of the other Released Parties in defending against Executive’s claim, including reasonable attorneys’ fees; provided, however, this does not restrict Executive from proceeding against Company in the event the Company breaches this Release Agreement and, in such event, the Executive shall not be responsible for the Company’s or any other Released Parties’ costs of defense.
|
5.
|
By making this Release Agreement, the Company does not admit any liability to Executive and Executive does not admit any liability to the Company, and each expressly denies any such liability. The Company represents that it is not currently aware of any circumstances or events that would give rise to any claims by the Company against Executive in respect to his employment with the Company.
|
6.
|
Executive agrees to keep the existence, terms, and conditions of this Release Agreement completely confidential and not to disclose (whether in person, by telephone, electronically, through the internet, or via any other mode of communication) any information concerning the Agreement to anyone, except as otherwise required by law, and except that Executive may share information concerning the Release Agreement with Executive’s spouse, significant other, legal counsel, accountant, tax advisors or other professional consultants as necessary for the purposes of legal or tax advice. If Executive is subpoenaed in a matter that Executive may have to reveal the existence, terms or conditions of this Release Agreement, Executive will provide written notice within three (3) business days of receipt of such subpoena to Paul Jones, Chief Legal Officer, Harley-Davidson, Inc., 3700 W. Juneau
|
7.
|
Executive agrees that Executive will make himself reasonably available to the Company if expressly requested by the Company, for example, to assist in defending current or future litigation, arbitrations or other disputes. If Executive incurs any expenses in performing such services, the Company will reimburse the Executive all reasonable approved expenses. Executive will not be entitled to any additional compensation for any such services.
|
8.
|
Executive agrees to return all Company property to the Company including all documents, reports, credit cards, computer equipment including but not limited to any laptop and/or USB drive(s), phones, identification cards and other Company equipment, if any are still in Executive’s possession. Executive agrees that Executive will delete all Company information, if any, from Executive’s personal computer(s), laptop(s), smartphone(s), tablet(s), and/or USB drive(s). Executive agrees that any money which Executive owes Company as the result of credit card charges, personal advances, or other similar items, if not paid, will be deducted from Executive’s paycheck or from any other payments to be made to Executive. Executive further represents that Executive has returned all other property and information belonging to the Company in all formats and media, including, but not limited to, all employee information, personnel information (including but not limited to all files, investigation and meeting notes, employment statistics and all other information collected in connection with Executive’s performance of duties for the Company), confidential business information, strategy information and plans, technical and product information, pricing information and customer information such as customer lists and customer identification information, brochures, specifications, quotations, marketing strategies, inventory records, sales records, or other similar material; provided that the foregoing information, brochures, etc., shall not include information that is available to the public. Executive acknowledges that Executive has not kept any copies, nor made or retained any abstracts or notes, of such information to be returned hereunder in any form or media including any information on Executive’s personal computer(s) or laptop(s). Executive further reaffirms that based upon Executive’s obligations under the Wisconsin Trade Secrets Act and fiduciary duties as a key employee under common law, for a period of two years after Executive’s Last Day, Executive will keep completely confidential and share with no other person, employer or entity, any information Executive acquired at the Company relating to any of the confidential matters described in this paragraph, and that Executive will comply with all terms of the Employee Commitment Executive electronically executed, a copy of which is attached as Attachment A and incorporated herein. In the event that Executive breaks this promise, the Company reserves the right to cease any remaining
|
9.
|
Executive agrees as follows:
|
a.
|
Except as is noted below, Executive will not make statements inconsistent with the Company’s position that he was separated from the Company for judgment and conduct as a senior leader that did not align with the Company’s culture and values.
|
b.
|
Notwithstanding the provisions of paragraph 9(a), for the sake of clarity, the Executive may, in a private conversation relating to prospective employment, provide additional factual information and context (in a manner that does not violate paragraph 9(d) below.
|
c.
|
Executive will not at any time after the Last Day represent that Executive remains a current or active employee of the Company, even if Executive is receiving pay or benefits.
|
d.
|
Executive will not take any action or make any statements after the execution of this Release Agreement that would be harmful or disparaging or that could reasonably be viewed as reflecting negatively on the reputation of the Company or any of its officers, directors, or other employees.
|
e.
|
Executive acknowledges that the Company may make future public statements that are consistent with the position set forth in paragraph 9(a) above, including explanatory statements that are also consistent with such position. In such limited instance, Executive may respond to such statements without violating the terms of this paragraph, provided Executive does not violate the separate obligations set forth in paragraph 9(d).
|
f.
|
If Executive violates the terms of this paragraph, Executive will reimburse the Company for the pay and relocation reimbursement forgiveness provided to Executive pursuant to paragraph 2 and its subparagraphs of the attached letter.
|
10.
|
Nothing in this Release Agreement (including any confidentiality provision in paragraph 6, the non-disparagement provision in paragraph 9, and the covenant not to sue in paragraph 4) prevents Executive from (i) filing a charge or complaint with any appropriate federal, state or local agency or court; (ii) testifying, assisting, participating in, or cooperating with the investigation of any charge or complaint pending before or being investigated by such agency or court; (iii) enforcing this Agreement; (iv) testifying in any legal or administrative proceeding if such testimony is compelled or requested (or from otherwise complying with legal requirements) or conferring with legal counsel; or (v) reporting violations of any law administered by the Securities and Exchange Commission (“SEC”) or Occupational Safety and Health Administration (“OSHA”), receiving any financial awards from the SEC or
|
11.
|
Executive agrees that Executive will not recruit, solicit or encourage any employee of the Company or any of its subsidiaries, related or affiliated companies, whom Executive directly or indirectly supervised or about whom Executive received confidential information during the two years preceding termination to leave his or her employment to work for another entity for a period of two (2) years from the Last Day. Executive shall contact the Vice President, Human Resources for Harley-Davidson, Inc. for confirmation of the expectations set forth in this Paragraph if Executive has any concern that any of Executive’s actions may be considered a violation of this Paragraph. Any understanding between Executive and the Vice President, Human Resources detailing specific conduct permitted under this Paragraph 11 shall be reduced to writing and signed by both parties. If Executive breaks the promise set forth in this Paragraph and/or any additional written understanding as set forth above, Executive will reimburse the Company for the pay and relocation reimbursement forgiveness set forth in paragraph 2 and its subparagraphs of the attached letter.
|
12.
|
Executive further agrees that during the twelve-month period following the Last Day (i.e., through October 25, 2020), Executive shall not on behalf of or in connection with any Competitive Business accept or perform any employment or service or provide any assistance, whether as an employee, consultant, contractor, agent, officer, director, investor, member or otherwise, in any position or capacity in which Executive’s knowledge of Company confidential information or trade secrets of the Company or personal association with the goodwill of the Company would reasonably be considered useful. In this regard, the parties expressly agree that by virtue of Executive’s prior, high-level duties for the Company, the forgoing necessarily and at a minimum precludes Executive from holding a senior level executive position relating to motorcycles for a Competitive Business. “Competitive Business” as used in this Release Agreement means any person, firm, corporation, or entity of any type other than the Company that: (a) is engaged in developing, making, marketing or selling: (i) two- or three-wheeled motorcycles; (ii) motorcycle parts, motorcycle accessories, and/or motorcycle clothing; or (iii) other motorcycle-related or motorcycle brand-identified products or services; and (b) markets or sells, or attempts, intends, or is reasonably expected to market or sell, directly or indirectly such as through a dealer or dealer network, any of these products or services in any Prohibited Territory. Examples of a Competitive Business provided for your convenience and subject to change in an evolving marketplace include, but are not limited to the following: KTM AG; Husqvarna Motorcycles GmbH; Royal Enfield; Erik Buell Racing LLC; MV AGUSTA Motor S.p.A.; Parts Unlimited; Tucker Rocky Distributing; Polaris Industries, Inc.; Victory Motorcycles; Indian Motorcycle Company; Triumph Motorcycles Ltd.; Honda Racing
|
a.
|
If Executive fails to comply with this noncompete promise, the Company will suffer irreparable harm and shall be entitled to an immediate injunction requiring Executive’s strict compliance with this promise and can also seek monetary damages.
|
b.
|
If Executive fails to comply with this noncompete promise, the Company has the right to stop all payments set forth in paragraph 2 or if such payments have been made, to seek monetary damages including but not limited to recoupment of the payments set forth in paragraph 2 The Executive agrees that this promise is a material consideration for the Company’s willingness to enter into this Release Agreement.
|
c.
|
Executive shall provide reasonable advance written notice to the current or acting Vice-President, Human Resources for Company before Executive becomes otherwise employed or performs any services for any person, firm, corporation or entity related in any way to a Competitive Business during the non-compete period (through October 25, 2020).
|
d.
|
Executive shall contact the Vice President, Human Resources for Harley-Davidson, Inc. for confirmation of the expectations set forth in this Paragraph if he has any concern that any of Executive’s actions may be considered a violation of this Paragraph. Any understanding between Executive and the Vice President, Human Resources detailing specific conduct permitted under this Paragraph 12 shall be reduced to writing and signed by both parties.
|
13.
|
It is agreed and understood that Executive shall be solely responsible for any individual tax liability imposed on Executive for the payments made pursuant to the attached letter, except for any Company statutory tax withholding obligations.
|
14.
|
Except as specifically incorporated by reference herein, this is the whole Release Agreement between Executive and Company and the other Released Parties. For the sake of clarity, (a) Executive’s Employee Commitment (Attachment A) is specifically incorporated by reference herein and remains in full force and effect and (b) prior non-compete and non-
|
15.
|
This Release Agreement may not and shall not be deemed or construed to have been modified, amended, rescinded, cancelled or waived in whole or in part except by a written instrument signed by all parties.
|
16.
|
Executive hereby acknowledges that the benefits described in the attached letter and/or provided in this Release Agreement are different than those to which Executive is entitled by any contract, employment policy, or otherwise. Executive may accept the terms of this Release Agreement by delivering a signed copy of this Release Agreement to Vice President, Human Resources at 3700 W. Juneau Avenue, Milwaukee, WI 53208 on or before 4:00 p.m. on November 13, 2019.
|
17.
|
The parties agree that this Release Agreement becomes effective upon the payment of the lump sum set forth in paragraph 2(a) of the attached letter.
|
Name
|
|
Jurisdiction of Incorporation
|
H-D U.S.A., LLC
|
|
Wisconsin
|
Harley-Davidson Motor Company Group, LLC
|
|
Wisconsin
|
Harley-Davidson Motor Company Operations, Inc.
|
|
Wisconsin
|
H-D Franklin, LLC
|
|
Wisconsin
|
H-D Tomahawk Somo, LLC
|
|
Wisconsin
|
H-D Tomahawk Industrial Park, LLC
|
|
Wisconsin
|
H-D Tomahawk Kaphaem Road, LLC
|
|
Wisconsin
|
H-D Capitol Drive, LLC
|
|
Wisconsin
|
H-D Pilgrim Road, LLC
|
|
Wisconsin
|
Harley-Davidson Motor Company, Inc.
|
|
Wisconsin
|
Harley-Davidson Museum, LLC
|
|
Wisconsin
|
Buell Distribution Company, LLC
|
|
Wisconsin
|
H-D F&R, LLC
|
|
Wisconsin
|
Harley-Davidson Asia Pacific, LLC
|
|
Wisconsin
|
Harley-Davidson Retail, Inc.
|
|
Wisconsin
|
Buell Motorcycle Company, LLC
|
|
Wisconsin
|
HDWA, LLC
|
|
Wisconsin
|
H-D LiveWire Labs, LLC
|
|
California
|
Harley-Davidson Dealer Systems, Inc.
|
|
Ohio
|
ElectricSoul, LLC
|
|
Delaware
|
StaCyc, Inc.
|
|
Delaware
|
H-D International Holding Co., Inc.
|
|
Wisconsin
|
Harley-Davidson Holding Co., Inc.
|
|
Delaware
|
Harley-Davidson Benelux B.V.
|
|
Netherlands
|
Harley-Davidson Retail B.V.
|
|
Netherlands
|
Harley-Davidson France SAS
|
|
France
|
Harley-Davidson Germany GmbH
|
|
Germany
|
Harley-Davidson Italia S.r.l.
|
|
Italy
|
Harley-Davidson Japan KK
|
|
Japan
|
Harley-Davidson Europe Limited
|
|
England
|
Harley-Davidson do Brazil Ltda.
|
|
Brazil
|
Harley-Davidson do Brazil Fabricacao De Componentes Ltda.
|
|
Brazil
|
Harley-Davidson Australia Pty. Limited
|
|
Australia
|
Harley-Davidson (Shanghai) Commercial and Trading Co., Ltd.
|
|
China
|
H-D Hong Kong Limited
|
|
Hong Kong
|
Harley-Davidson Espana S.L.
|
|
Spain
|
Harley-Davidson Switzerland GmbH
|
|
Switzerland
|
Harley-Davidson De Mexico, S. De R.L. De C.V.
|
|
Mexico
|
Harley-Davidson De Mexico Management, S. De R.L. De C.V.
|
|
Mexico
|
Harley-Davidson Africa (Pty) Limited
|
|
South Africa
|
Harley-Davidson Asia Pacific Pte. Ltd.
|
|
Singapore
|
Harley-Davidson Central and Eastern Europe s.r.o.
|
|
Czech Republic
|
H-D Motor Company India Private Limited
|
|
India
|
Harley-Davidson Austria GmbH
|
|
Austria
|
Name
|
|
Jurisdiction of Incorporation
|
Harley-Davidson RUS LLC
|
|
Russia
|
Harley-Davidson MENA DMCC
|
|
Dubai
|
Harley-Davidson South East Europe Single Member E.P.E.
|
|
Greece
|
Harley-Davidson (Thailand) Company Limited
|
|
Thailand
|
HDMC (Thailand) Ltd.
|
|
Thailand
|
H-D Motor (Thailand) Limited
|
|
Thailand
|
H-D Motorcycle (Thailand) Limited
|
|
Thailand
|
Harley-Davidson Indonesia PT
|
|
Indonesia
|
Harley-Davidson Canada GP Inc.
|
|
Canada
|
Harley-Davidson Canada Holdings ULC
|
|
Canada
|
Harley-Davidson Canada LP
|
|
Canada
|
HR, LLC
|
|
Indiana
|
HR Holding Corp.
|
|
Wisconsin
|
Harley-Davidson Financial Services, Inc.
|
|
Delaware
|
Harley-Davidson Insurance Services, Inc.
|
|
Nevada
|
Harley-Davidson Credit Corp.
|
|
Nevada
|
Harley-Davidson Insurance Services of Illinois, Inc.
|
|
Illinois
|
Harley-Davidson Customer Funding Corp
|
|
Nevada
|
Harley-Davidson Motorcycle Trust 2019-L
|
|
Delaware
|
Harley-Davidson Motorcycle Trust 2019-A
|
|
Delaware
|
Harley-Davidson Motorcycle Trust 2020-A
|
|
Delaware
|
Eaglemark Savings Bank
|
|
Nevada
|
Harley-Davidson Leasing, Inc.
|
|
Nevada
|
Harley-Davidson Warehouse Funding Corp.
|
|
Nevada
|
Harley-Davidson Financial Services International, Inc.
|
|
Delaware
|
Harley-Davidson Financial Services Europe Limited
|
|
England
|
Harley-Davidson Financial Services Canada, Inc.
|
|
Canada
|
(1)
|
Registration Statement (Form S-8 No. 333-51741) pertaining to the Harley-Davidson, Inc. Director Stock Plan;
|
(2)
|
Registration Statement (Form S-8 No. 333-123405) pertaining to the Harley-Davidson, Inc. 2004 Incentive Stock Plan;
|
(3)
|
Registration Statement (Form S-8 No. 333-166549) pertaining to the Harley-Davidson, Inc. 2009 Incentive Stock Plan;
|
(4)
|
Registration Statement (Form S-8 No. 333-171813) pertaining to the Harley-Davidson, Inc. Stock Purchase Plan;
|
(5)
|
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, and the Harley-Davidson Retirement Savings Plan for York Hourly Bargaining Unit Employees;
|
(6)
|
Registration Statement (Form S-8 No. 333-199972) pertaining to the Harley-Davidson, Inc. 2014 Incentive Stock Plan;
|
1.
|
I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2020
|
/S/ Matthew S. Levatich
|
|
Matthew S. Levatich
|
|
President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Harley-Davidson, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 19, 2020
|
/S/ John A. Olin
|
|
John A. Olin
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
Date: February 19, 2020
|
|
|
/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
|