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HARLEY-DAVIDSON, INC. - Quarter Report: 2013 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 10-Q
 
Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission file number 1-9183
 
 
Harley-Davidson, Inc.
(Exact name of registrant as specified in its charter)
 
Wisconsin
 
39-1382325
(State of organization)
 
(I.R.S. Employer Identification No.)
 
 
 
3700 West Juneau Avenue
Milwaukee, Wisconsin
 
53208
(Address of principal executive offices)
 
(Zip code)
Registrants telephone number: (414) 342-4680
None
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.    Yes  Q    No  £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  Q   No   £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Q
Accelerated filer
 
£
 
 
 
 
 
Non-accelerated filer
 
£
Smaller reporting company
 
£
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.    Yes  £    No  Q
Number of shares of the registrant’s common stock outstanding at August 2, 2013: 223,065,152 shares



Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended June 30, 2013
 
Part I
 
 
 
Item 1.
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II
 
 
 
Item 1.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 


Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements


HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
 
Three months ended
 
Six months ended
 
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Revenue:
 
 
 
 
 
 
 
Motorcycles and related products
$
1,631,466

 
$
1,569,047

 
$
3,045,714

 
$
2,842,416

Financial services
162,841

 
160,613

 
319,806

 
316,935

Total revenue
1,794,307

 
1,729,660

 
3,365,520

 
3,159,351

Costs and expenses:
 
 
 
 
 
 
 
Motorcycles and related products cost of goods sold
1,029,596

 
1,005,230

 
1,924,402

 
1,822,089

Financial services interest expense
45,506

 
48,712

 
86,060

 
99,968

Financial services provision for credit losses
11,297

 
(5,259
)
 
24,407

 
3,754

Selling, administrative and engineering expense
281,384

 
283,244

 
552,883

 
548,898

Restructuring (benefit) expense
(5,297
)
 
6,220

 
(2,359
)
 
17,671

Total costs and expenses
1,362,486

 
1,338,147

 
2,585,393

 
2,492,380

Operating income
431,821

 
391,513

 
780,127

 
666,971

Investment income
1,770

 
2,231

 
3,385

 
4,164

Interest expense
11,238

 
11,595

 
22,629

 
23,090

Income before provision for income taxes
422,353

 
382,149

 
760,883

 
648,045

Provision for income taxes
150,614

 
134,899

 
265,015

 
228,760

Net income
$
271,739

 
$
247,250

 
$
495,868

 
$
419,285

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
1.22

 
$
1.08

 
$
2.22

 
$
1.83

Diluted
$
1.21

 
$
1.07

 
$
2.20

 
$
1.81

Cash dividends per common share
$
0.210

 
$
0.155

 
$
0.420

 
$
0.310

The accompanying notes are an integral part of the consolidated financial statements.


3

Table of Contents

HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
 
Three months ended
 
Six months ended
 
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Net Income
$
271,739

 
$
247,250

 
$
495,868

 
$
419,285

Other comprehensive income, net of tax
 
 
 
 
 
 
 
     Foreign currency translation adjustments
(11,304
)
 
(10,025
)
 
(21,874
)
 
(5,364
)
     Derivative financial instruments
(90
)
 
1,173

 
10,511

 
(3,653
)
     Marketable securities
(383
)
 
(685
)
 
(627
)
 
328

     Pension and postretirement benefit plans
10,239

 
7,933

 
20,478

 
15,866

Total other comprehensive (loss) income, net of tax
$
(1,538
)
 
$
(1,604
)
 
8,488

 
7,177

Comprehensive income
$
270,201

 
$
245,646

 
504,356

 
426,462

The accompanying notes are an integral part of the consolidated financial statements.



4

Table of Contents


HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
(Unaudited)
 
 
 
(Unaudited)
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
1,300,690

 
$
1,068,138

 
$
1,071,496

Marketable securities
133,631

 
135,634

 
135,848

Accounts receivable, net
253,819

 
230,079

 
250,268

Finance receivables, net
2,010,974

 
1,743,045

 
1,854,838

Inventories
307,717

 
393,524

 
323,046

Restricted cash
212,004

 
188,008

 
188,564

Other current assets
235,636

 
292,508

 
245,807

Total current assets
4,454,471

 
4,050,936

 
4,069,867

Finance receivables, net
4,214,612

 
4,038,807

 
4,161,731

Property, plant and equipment, net
790,563

 
815,464

 
776,793

Goodwill
29,183

 
29,530

 
28,604

Other long-term assets
218,369

 
236,036

 
279,789

 
$
9,707,198

 
$
9,170,773

 
$
9,316,784

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
344,423

 
$
257,386

 
$
252,239

Accrued liabilities
450,247

 
513,591

 
535,097

Short-term debt
525,745

 
294,943

 
845,868

Current portion of long-term debt
776,274

 
437,162

 
907,389

Total current liabilities
2,096,689

 
1,503,082

 
2,540,593

Long-term debt
4,234,352

 
4,370,544

 
3,576,994

Pension liability
148,974

 
330,294

 
122,496

Postretirement healthcare liability
271,122

 
278,062

 
263,295

Other long-term liabilities
134,822

 
131,167

 
147,019

Commitments and contingencies (Note 16)

 

 

Shareholders’ equity:
 
 
 
 
 
Preferred stock, none issued

 

 

Common stock
3,414

 
3,413

 
3,408

Additional paid-in-capital
1,128,079

 
1,066,069

 
1,032,430

Retained earnings
7,708,238

 
7,306,424

 
7,171,820

Accumulated other comprehensive loss
(599,190
)
 
(607,678
)
 
(469,556
)
Treasury stock, at cost
(5,419,302
)
 
(5,210,604
)
 
(5,071,715
)
Total shareholders' equity
2,821,239

 
2,557,624

 
2,666,387

 
$
9,707,198

 
$
9,170,773

 
$
9,316,784


5

Table of Contents

 
(Unaudited)
 
 
 
(Unaudited)
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Balances held by consolidated variable interest entities (Note 6)
 
 
 
 
 
     Current finance receivables, net
$
461,978

 
$
470,134

 
$
456,285

     Other assets
$
4,256

 
$
5,288

 
$
4,401

     Non-current finance receivables, net
$
1,717,462

 
$
1,631,435

 
$
1,592,544

     Restricted cash
$
198,893

 
$
176,290

 
$
188,564

     Current portion of long-term debt
$
433,524

 
$
399,477

 
$
507,427

     Long-term debt
$
1,240,235

 
$
1,048,299

 
$
831,805

The accompanying notes are an integral part of the consolidated financial statements.

6

Table of Contents

HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six months ended
 
June 30, 2013
 
July 1, 2012
Net cash provided by operating activities (Note 3)
$
389,677

 
$
288,242

Cash flows from investing activities:
 
 
 
Capital expenditures
(66,589
)
 
(60,078
)
Origination of finance receivables
(1,653,232
)
 
(1,583,572
)
Collections on finance receivables
1,422,688

 
1,435,790

Purchases of marketable securities
(4,998
)
 
(4,993
)
Sales and redemptions of marketable securities
6,003

 
23,046

Other
6,667

 

Net cash used by investing activities
(289,461
)
 
(189,807
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of medium-term notes

 
397,373

Repayments of medium-term notes
(27,858
)
 

Proceeds from securitization debt
647,516

 
91,030

Repayments of securitization debt
(423,455
)
 
(839,401
)
Net increase (decrease) in credit facilities and unsecured commercial paper
230,761

 
(46,629
)
Borrowings of asset-backed commercial paper
47,061

 

Repayments of asset-backed commercial paper
(37,642
)
 

Net change in restricted cash
(23,996
)
 
41,091

Dividends paid
(94,213
)
 
(71,645
)
Purchase of common stock for treasury
(208,699
)
 
(172,742
)
Excess tax benefits from share-based payments
16,338

 
15,730

Issuance of common stock under employee stock option plans
24,677

 
35,337

Net cash provided (used) by financing activities
150,490

 
(549,856
)
Effect of exchange rate changes on cash and cash equivalents
(18,154
)
 
(4,033
)
Net increase (decrease) in cash and cash equivalents
$
232,552

 
$
(455,454
)
Cash and cash equivalents:
 
 
 
Cash and cash equivalents—beginning of period
$
1,068,138

 
$
1,526,950

Net increase (decrease) in cash and cash equivalents
232,552

 
(455,454
)
Cash and cash equivalents—end of period
$
1,300,690

 
$
1,071,496

The accompanying notes are an integral part of the consolidated financial statements.


7

Table of Contents

HARLEY-DAVIDSON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Use of Estimates
The condensed consolidated financial statements include the accounts of Harley-Davidson, Inc. and its wholly-owned subsidiaries (the Company), including the accounts of the group of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). In addition, certain variable interest entities (VIEs) related to secured financing are consolidated as the Company is the primary beneficiary. All intercompany accounts and material intercompany transactions are eliminated.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the condensed consolidated balance sheets as of June 30, 2013 and July 1, 2012, the condensed consolidated statements of operations for the three and six month periods then ended, the condensed consolidated statements of comprehensive income for the three and six month periods then ended and the condensed consolidated statements of cash flows for the six month periods then ended.
Certain information and footnote disclosures normally included in complete financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and U.S. generally accepted accounting principles (U.S. GAAP) for interim financial reporting. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
The Company operates in two business segments: Motorcycles & Related Products (Motorcycles) and Financial Services (Financial Services).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.
2. New Accounting Standards
Accounting Standards Recently Adopted
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02 Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU No. 2013-02). ASU No. 2013-02 requires entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The Company adopted ASU No. 2013-02 effective on January 1, 2013. The required new disclosures are presented in Note 10.

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Table of Contents

3. Additional Balance Sheet and Cash Flow Information
Marketable Securities
The Company’s marketable securities consisted of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Available-for-sale:
 
 
 
 
 
Corporate bonds
$
133,631

 
$
135,634

 
$
135,848

 
$
133,631

 
$
135,634

 
$
135,848

The Company’s available-for-sale securities are carried at fair value with any unrealized gains or losses reported in other comprehensive income. During the first half of 2013 and 2012, the Company recognized gross unrealized (losses) and gains in other comprehensive income of $(1.0) million and $0.5 million, respectively, or $(0.6) million and $0.3 million net of taxes, respectively, to adjust amortized cost to fair value. The marketable securities have contractual maturities that generally come due over the next 1 to 35 months.
Inventories
Inventories are valued at the lower of cost or market. Substantially all inventories located in the United States are valued using the last-in, first-out (LIFO) method. Other inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. Inventories consist of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Components at the lower of FIFO cost or market
 
 
 
 
 
Raw materials and work in process
$
116,334

 
$
111,335

 
$
116,166

Motorcycle finished goods
111,188

 
205,660

 
120,199

Parts and accessories and general merchandise
126,084

 
122,418

 
131,040

Inventory at lower of FIFO cost or market
353,606

 
439,413

 
367,405

Excess of FIFO over LIFO cost
(45,889
)
 
(45,889
)
 
(44,359
)
 
$
307,717

 
$
393,524

 
$
323,046



9

Table of Contents


Operating Cash Flow
The reconciliation of net income to net cash provided by operating activities is as follows (in thousands):
 
Six months ended
 
June 30, 2013
 
July 1, 2012
Cash flows from operating activities:
 
 
 
Net income
$
495,868

 
$
419,285

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
83,406

 
85,997

Amortization of deferred loan origination costs
40,947

 
38,075

Amortization of financing origination fees
4,635

 
5,021

Provision for employee long-term benefits
33,382

 
34,263

Contributions to pension and postretirement plans
(189,116
)
 
(213,648
)
Stock compensation expense
21,061

 
22,119

Net change in wholesale finance receivables related to sales
(293,293
)
 
(124,919
)
Provision for credit losses
24,407

 
3,754

Loss on debt extinguishment
4,947

 

Foreign currency adjustments
18,529

 
8,143

Other, net
(442
)
 
5,567

Changes in current assets and liabilities:
 
 
 
Accounts receivable, net
(34,787
)
 
(34,977
)
Finance receivables—accrued interest and other
699

 
2,912

Inventories
69,475

 
89,162

Accounts payable and accrued liabilities
70,721

 
(12,286
)
Restructuring reserves
(22,790
)
 
(9,915
)
Derivative instruments
(1,557
)
 
(1,420
)
Other
63,585

 
(28,891
)
Total adjustments
(106,191
)
 
(131,043
)
Net cash provided by operating activities
$
389,677

 
$
288,242


4. Restructuring Expense
2011 Restructuring Plans
In December 2011, the Company made a decision to cease operations at New Castalloy, its Australian subsidiary and producer of cast motorcycle wheels and wheel hubs, and source those components through other existing suppliers by the end of 2013 (2011 New Castalloy Restructuring Plan). Since 2011, the Company has successfully transitioned a significant amount of wheel production to other existing suppliers. However, during the second quarter of 2013, the Company made a decision to retain limited operations at New Castalloy focused on the production of certain complex, high-finish wheels in a cost-effective and competitive manner. The Company also entered into a new agreement with the unionized labor force at New Castalloy.
In connection with the modified 2011 New Castalloy Restructuring Plan, the New Castalloy workforce will be reduced by approximately 100 employees, leaving approximately 100 remaining employees to support the ongoing operations. The original plan would have resulted in a workforce reduction of approximately 200 employees.
Under the modified 2011 New Castalloy Restructuring Plan, restructuring expenses consist of employee severance and termination costs, accelerated depreciation and other related costs. The Company expects to incur approximately $21.3 million in restructuring charges related to the transition through 2013. Approximately 35% of the $21.3 million will be non-cash charges. On a cumulative basis, the Company has incurred $20.5 million of restructuring expense under the modified 2011 New Castalloy Restructuring Plan as of June 30, 2013. This includes a benefit related to restructuring reserves released in the second quarter of 2013 in connection with the decision to retain a limited operation at the New Castalloy facility, as described above.

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Table of Contents

In February 2011, the Company’s unionized employees at its facility in Kansas City, Missouri ratified a new seven-year labor agreement. The new agreement took effect on August 1, 2011. The new contract is similar to the labor agreements ratified at the Company’s Wisconsin facilities in September 2010 and its York, Pennsylvania (York) production facility in December 2009, and allows for similar flexibility, increased production efficiency and the addition of a flexible workforce component.
The actions to implement the new ratified labor agreement (2011 Kansas City Restructuring Plan) result in approximately 145 fewer full-time hourly unionized employees in its Kansas City facility than would have been required under the previous contract. The Company expects all actions related to the 2011 Kansas City Restructuring Plan to be completed by the end of 2013.
Under the 2011 Kansas City Restructuring Plan, restructuring expenses consist of employee severance and termination costs and other related costs. On a cumulative basis, the Company has incurred $6.5 million of restructuring expense under the 2011 Kansas City Restructuring Plan as of June 30, 2013 of which approximately 10% is non-cash.

The following table summarizes the Motorcycles segment’s 2011 Kansas City Restructuring Plan and modified 2011 New Castalloy Restructuring Plan reserve activity and balances as recorded in accrued liabilities (in thousands):
 
Six months ended June 30, 2013
 
Kansas City
 
New Castalloy
 
Consolidated
 
Employee
Severance and
Termination
Costs
 
Other
 
Total
 
Employee
Severance and
Termination
Costs
 
Accelerated
Depreciation
 
Other
 
Total
 
Total
Balance, beginning of period
$
2,259

 
$

 
$
2,259

 
$
9,306

 
$

 
$
145

 
$
9,451

 
$
11,710

Restructuring expense

 

 

 
860

 
2,093

 
577

 
3,530

 
3,530

Utilized—cash
(1,283
)
 

 
(1,283
)
 
(4,019
)
 

 
(589
)
 
(4,608
)
 
(5,891
)
Utilized—non-cash

 

 

 

 
(2,093
)
 

 
(2,093
)
 
(2,093
)
Non-cash reserve release
(376
)
 

 
(376
)
 
(5,250
)
 

 

 
(5,250
)
 
(5,626
)
Balance, end of period
$
600

 
$

 
$
600

 
$
897

 
$

 
$
133

 
$
1,030

 
$
1,630

 
 
Six months ended July 1, 2012
 
Kansas City
 
New Castalloy
 
Consolidated
 
Employee
Severance and
Termination
Costs
 
Other
 
Total
 
Employee
Severance and
Termination
Costs
 
Accelerated
Depreciation
 
Other
 
Total
 
Total
Balance, beginning of period
$
4,123

 
$

 
$
4,123

 
$
8,428

 
$

 
$
305

 
$
8,733

 
$
12,856

Restructuring expense

 

 

 
1,141

 
4,093

 
755

 
5,989

 
5,989

Utilized—cash

 

 

 
(312
)
 

 
(722
)
 
(1,034
)
 
(1,034
)
Utilized—non-cash

 

 

 

 
(4,093
)
 

 
(4,093
)
 
(4,093
)
Non-cash reserve release
(967
)
 

 
(967
)
 

 

 

 

 
(967
)
Balance, end of period
$
3,156

 
$

 
$
3,156

 
$
9,257

 
$

 
$
338

 
$
9,595

 
$
12,751

2010 Restructuring Plan
In September 2010, the Company’s unionized employees in Wisconsin ratified three separate new seven-year labor agreements which took effect in April 2012 when the prior contracts expired. The new contracts are similar to the labor agreement ratified at the York, Pennsylvania facility in December 2009 and allow for similar flexibility and increased production efficiency and the addition of a flexible workforce component.
The actions to implement the new ratified labor agreements (2010 Restructuring Plan) result in approximately 250 fewer full-time hourly unionized employees in its Milwaukee-area facilities than would have been required under the previous contracts and approximately 75 fewer full-time hourly unionized employees in its Tomahawk, Wisconsin facility than would have been required under the previous contract. The Company expects all actions related to the 2010 Restructuring Plan to be completed by the end of 2013.

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Under the 2010 Restructuring Plan, restructuring expenses consist of employee severance and termination costs and other related costs. On a cumulative basis, the Company has incurred $59.3 million of restructuring expense under the 2010 Restructuring Plan as of June 30, 2013, of which approximately 45% is non-cash.

The following table summarizes the Motorcycles segment’s 2010 Restructuring Plan reserve activity and balances as recorded in accrued liabilities (in thousands):
 
Six months ended
 
June 30, 2013
 
July 1, 2012
 
Employee
Severance and
Termination Costs
 
Employee
Severance and
Termination Costs
Balance, beginning of period
$
10,156

 
$
20,361

Restructuring expense

 
3,457

Utilized—cash
(9,710
)
 
(10,053
)
Non-cash reserve release
(336
)
 

Balance, end of period
$
110

 
$
13,765

2009 Restructuring Plan
During 2009, in response to the U.S. economic recession and worldwide slowdown in consumer demand, the Company committed to a volume reduction and a combination of restructuring actions (2009 Restructuring Plan) expected to be completed at various dates between 2009 and 2013. The actions were designed to reduce administrative costs, eliminate excess capacity and exit non-core business operations. The Company’s announced actions include the restructuring and transformation of its York, Pennsylvania production facility including the implementation of a new more flexible unionized labor agreement which allows for the addition of a flexible workforce component; consolidation of facilities related to engine and transmission production; outsourcing of certain distribution and transportation activities and exiting the Buell product line. In addition, the Company implemented projects under this plan involving the outsourcing of select information technology activities and the consolidation of an administrative office in Michigan into its corporate headquarters in Milwaukee, Wisconsin.
The 2009 Restructuring Plan results in a reduction of approximately 2,700 to 2,900 hourly production positions and approximately 800 non-production, primarily salaried positions within the Motorcycles segment and approximately 100 salaried positions in the Financial Services segment. The Company expects all actions related to the 2009 Restructuring Plan to be completed by the end of 2013.
Under the 2009 Restructuring Plan, restructuring expenses consist of employee severance and termination costs, accelerated depreciation on the long-lived assets that will be exited as part of the 2009 Restructuring Plan and other related costs. The Company expects total costs related to the 2009 Restructuring Plan to result in restructuring and impairment expenses of approximately $397.9 million, of which approximately 30% are expected to be non-cash. On a cumulative basis, the Company has incurred $395.5 million of restructuring and impairment expense under the 2009 Restructuring Plan as of June 30, 2013.


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The following table summarizes the Company’s 2009 Restructuring Plan reserve activity and balances recorded in accrued liabilities (in thousands):
 
Six months ended June 30, 2013
 
Motorcycles & Related Products
 
Employee
Severance and
Termination Costs
 
Accelerated
Depreciation
 
Other
 
Total
Balance, beginning of period
$
5,196

 
$

 
$
161

 
$
5,357

Restructuring expense

 

 
1,606

 
1,606

Utilized—cash
(1,613
)
 

 
(1,591
)
 
(3,204
)
Utilized—non-cash

 

 

 

Non-cash reserve release
(1,533
)
 

 

 
(1,533
)
Balance, end of period
$
2,050

 
$

 
$
176

 
$
2,226

 
 
 
 
 
 
 
 
 
Six months ended July 1, 2012
 
Motorcycles & Related Products
 
Employee
Severance and
Termination Costs
 
Accelerated
Depreciation
 
Other
 
Total
Balance, beginning of period
$
10,089

 
$

 
$

 
$
10,089

Restructuring expense
331

 

 
10,888

 
11,219

Utilized—cash
(1,878
)
 

 
(10,888
)
 
(12,766
)
Utilized—non-cash

 

 

 

Non-cash reserve release
(2,027
)
 

 

 
(2,027
)
Balance, end of period
$
6,515

 
$


$

 
$
6,515

Other restructuring costs under the 2009 Restructuring Plan include items such as the exit costs for terminating supply contracts, lease termination costs and moving costs. During the first six months of 2013, the Company released a portion of its 2009 Restructuring Plan reserve related to employee severance costs as these costs are no longer expected to be incurred.
5. Finance Receivables
HDFS provides retail financial services to customers of the Company’s independent dealers in the United States and Canada. The origination of retail loans is a separate and distinct transaction between HDFS and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and installment loans. HDFS holds either titles or liens on titles to vehicles financed by promissory notes and installment loans.
HDFS offers wholesale financing to the Company’s independent dealers. Wholesale loans to dealers are generally secured by financed inventory or property and are originated in the U.S. and Canada.

Finance receivables, net, consisted of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Retail
$
5,248,289

 
$
5,073,115

 
$
5,225,779

Wholesale
1,088,621

 
816,404

 
905,038

 
6,336,910

 
5,889,519

 
6,130,817

Allowance for credit losses
(111,324
)
 
(107,667
)
 
(114,248
)
 
$
6,225,586

 
$
5,781,852

 
$
6,016,569

A provision for credit losses on finance receivables is charged or credited to earnings in amounts that the Company believes are sufficient to maintain the allowance for credit losses at a level that is adequate to cover losses of principal inherent in the existing portfolio. The allowance for credit losses represents management’s estimate of probable losses inherent in the finance receivable portfolio as of the balance sheet date. However, due to the use of projections and assumptions in estimating the losses, the amount of losses actually incurred by the Company could differ from the amounts estimated.

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Changes in the allowance for credit losses on finance receivables by portfolio were as follows (in thousands):
 
Three months ended June 30, 2013
 
Retail
 
Wholesale
 
Total
Balance, beginning of period
$
98,542

 
$
8,250

 
$
106,792

Provision for credit losses
11,993

 
(696
)
 
11,297

Charge-offs
(18,166
)
 

 
(18,166
)
Recoveries
11,401

 

 
11,401

Balance, end of period
$
103,770

 
$
7,554

 
$
111,324

 
Three months ended July 1, 2012
 
Retail
 
Wholesale
 
Total
Balance, beginning of period
$
112,857

 
$
9,646

 
$
122,503

Provision for credit losses
(3,681
)
 
(1,578
)
 
(5,259
)
Charge-offs
(17,054
)
 

 
(17,054
)
Recoveries
14,058

 

 
14,058

Balance, end of period
$
106,180

 
$
8,068

 
$
114,248

 
Six months ended June 30, 2013
 
Retail
 
Wholesale
 
Total
Balance, beginning of period
$
101,442

 
$
6,225

 
$
107,667

Provision for credit losses
23,078

 
1,329

 
24,407

Charge-offs
(43,409
)
 

 
(43,409
)
Recoveries
22,659

 

 
22,659

Balance, end of period
$
103,770

 
$
7,554

 
$
111,324

 
Six months ended July 1, 2012
 
Retail
 
Wholesale
 
Total
Balance, beginning of period
$
116,112

 
$
9,337

 
$
125,449

Provision for credit losses
5,023

 
(1,269
)
 
3,754

Charge-offs
(42,906
)
 

 
(42,906
)
Recoveries
27,951

 

 
27,951

Balance, end of period
$
106,180

 
$
8,068

 
$
114,248

Finance receivables are considered impaired when management determines it is probable that the Company will be unable to collect all amounts due according to the terms of the loan agreement. Portions of the allowance for credit losses are specified to cover estimated losses on finance receivables specifically identified for impairment. The unspecified portion of the allowance for credit losses covers estimated losses on finance receivables which are collectively reviewed for impairment.

The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. HDFS performs a periodic and systematic collective evaluation of the adequacy of the retail allowance for credit losses. HDFS utilizes loss forecast models which consider a variety of factors including, but not limited to, historical loss trends, origination or vintage analysis, known and inherent risks in the portfolio, the value of the underlying collateral, recovery rates, and current economic conditions including items such as unemployment rates. Retail finance receivables are not evaluated individually for impairment prior to charge-off and therefore are not reported as impaired loans.
The wholesale portfolio is primarily composed of large balance, non-homogeneous loans. The Company’s evaluation for the wholesale allowance for credit losses is first based on a loan-by-loan review. A specific allowance for credit losses is established for wholesale finance receivables determined to be individually impaired when management concludes that the borrower will not be able to make full payment of the contractual amounts due based on the original terms of the loan agreement. The impairment is determined based on the cash that the Company expects to receive discounted at the loan’s original interest rate or the fair value of the collateral, if the loan is collateral-dependent. Finance receivables in the wholesale portfolio that are not considered impaired on an individual basis are segregated, based on similar risk characteristics, according to the Company’s internal risk rating system and collectively evaluated for impairment. The related allowance for credit losses

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is based on factors such as the specific borrower’s financial performance and ability to repay, the Company’s past loan loss experience, current economic conditions, and the value of the underlying collateral.
Generally, it is the Company’s policy not to change the terms and conditions of finance receivables. However, to minimize the economic loss, the Company may modify certain finance receivables in troubled debt restructurings. Total restructured finance receivables are not significant.
The allowance for credit losses and finance receivables by portfolio, segregated by those amounts that are individually evaluated for impairment and those that are collectively evaluated for impairment, was as follows (in thousands):
 
June 30, 2013
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
103,770

 
7,554

 
111,324

Total allowance for credit losses
$
103,770

 
$
7,554

 
$
111,324

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
5,248,289

 
1,088,621

 
6,336,910

Total finance receivables
$
5,248,289

 
$
1,088,621

 
$
6,336,910

 
December 31, 2012
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
101,442

 
6,225

 
107,667

Total allowance for credit losses
$
101,442

 
$
6,225

 
$
107,667

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
5,073,115

 
816,404

 
5,889,519

Total finance receivables
$
5,073,115

 
$
816,404

 
$
5,889,519

 
July 1, 2012
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
106,180

 
8,068

 
114,248

Total allowance for credit losses
$
106,180

 
$
8,068

 
$
114,248

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
5,225,779

 
905,038

 
6,130,817

Total finance receivables
$
5,225,779

 
$
905,038

 
$
6,130,817



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There were no wholesale finance receivables at June 30, 2013, December 31, 2012, or July 1, 2012 that were individually deemed to be impaired under ASC Topic 310, “Receivables.”
Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables are generally charged-off when the receivable is 120 days or more delinquent, the related asset is repossessed or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of June 30, 2013December 31, 2012 and July 1, 2012, all retail finance receivables were accounted for as interest-earning receivables, of which $13.9 million, $27.6 million and $14.8 million, respectively, were 90 days or more past due.
Wholesale finance receivables are delinquent if the minimum payment is not received by the contractual due date. Interest continues to accrue on past due finance receivables until the date the finance receivable becomes uncollectible and the finance receivable is placed on non-accrual status. HDFS will resume accruing interest on these accounts when payments are current according to the terms of the loans and future payments are reasonably assured. While on non-accrual status, all cash received is applied to principal or interest as appropriate. Wholesale finance receivables are written down once management determines that the specific borrower does not have the ability to repay the loan in full. There were no wholesale receivables on non-accrual status at June 30, 2013, December 31, 2012 or July 1, 2012. At June 30, 2013December 31, 2012 and July 1, 2012, $0.2 million, $0.4 million, and $0.6 million of wholesale finance receivables were 90 days or more past due and accruing interest, respectively.
An analysis of the aging of past due finance receivables was as follows (in thousands):
 
June 30, 2013
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,119,572

 
$
90,790

 
$
24,023

 
$
13,904

 
$
128,717

 
$
5,248,289

Wholesale
1,087,607

 
507

 
281

 
226

 
1,014

 
1,088,621

Total
$
6,207,179

 
$
91,297

 
$
24,304

 
$
14,130

 
$
129,731

 
$
6,336,910

 
December 31, 2012
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
4,894,675

 
$
113,604

 
$
37,239

 
$
27,597

 
$
178,440

 
$
5,073,115

Wholesale
814,706

 
984

 
278

 
436

 
1,698

 
816,404

Total
$
5,709,381

 
$
114,588

 
$
37,517

 
$
28,033

 
$
180,138

 
$
5,889,519

 
July 1, 2012
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,101,847

 
$
84,858

 
$
24,247

 
$
14,827

 
$
123,932

 
$
5,225,779

Wholesale
902,891

 
1,125

 
468

 
554

 
2,147

 
905,038

Total
$
6,004,738

 
$
85,983

 
$
24,715

 
$
15,381

 
$
126,079

 
$
6,130,817

A significant part of managing HDFS’ finance receivable portfolios includes the assessment of credit risk associated with each borrower. As the credit risk varies between the retail and wholesale portfolios, HDFS utilizes different credit risk indicators for each portfolio.
HDFS manages retail credit risk through its credit approval policy and ongoing collection efforts. HDFS uses FICO scores, a standard credit rating measurement, to differentiate the expected default rates of retail credit applicants enabling the Company to better evaluate credit applicants for approval and to tailor pricing according to this assessment. Retail loans with a FICO score of 640 or above at origination are considered prime, and loans with a FICO score below 640 are considered sub-prime. These credit quality indicators are determined at the time of loan origination and are not updated subsequent to the loan origination date.


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The recorded investment of retail finance receivables, by credit quality indicator, was as follows (in thousands):
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Prime
$
4,128,450

 
$
4,035,584

 
$
4,181,527

Sub-prime
1,119,839

 
1,037,531

 
1,044,252

Total
$
5,248,289

 
$
5,073,115

 
$
5,225,779

HDFS’ credit risk on the wholesale portfolio is different from that of the retail portfolio. Whereas the retail portfolio represents a relatively homogeneous pool of retail finance receivables that exhibit more consistent loss patterns, the wholesale portfolio exposures are less consistent. HDFS utilizes an internal credit risk rating system to manage credit risk exposure consistently across wholesale borrowers and individually evaluates credit risk factors for each borrower.
HDFS uses the following internal credit quality indicators, based on the Company’s internal risk rating system, listed from highest level of risk to lowest level of risk for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon management’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged off, while the dealers classified as Low Risk are least likely to be charged off. The internal rating system considers factors such as the specific borrowers’ ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated on a quarterly basis.
The recorded investment of wholesale finance receivables, by internal credit quality indicator, was as follows (in thousands):
 
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Doubtful
$
3,958

 
$
8,107

 
$
9,467

Substandard
14,187

 
2,593

 
5,902

Special Mention
2,929

 
3,504

 
7,897

Medium Risk
10,041

 
8,451

 
808

Low Risk
1,057,506

 
793,749

 
880,964

Total
$
1,088,621

 
$
816,404

 
$
905,038

6. Asset-Backed Financing

HDFS participates in asset-backed financing through both term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. HDFS treats these transactions as secured borrowing because either they are transferred to consolidated VIEs or HDFS maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860, "Transfers and Servicing". In HDFS' asset-backed financing programs, HDFS transfers retail motorcycle finance receivables to special purpose entities (SPE), which are considered VIEs under U.S. GAAP. Each SPE then converts those assets into cash, through the issuance of debt.

HDFS is required to consolidate any VIEs in which it is deemed to be the primary beneficiary through having power over the significant activities of the entity and having an obligation to absorb losses or the right to receive benefits from the VIE which are potentially significant to the VIE. HDFS is considered to have the power over the significant activities of its term asset-backed securitization and asset-backed U.S. commercial paper conduit facility VIEs due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, HDFS retains a residual interest in the VIEs in the form of a debt security, which gives HDFS the right to receive benefits that could be potentially significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates all of these VIEs within its consolidated financial statements.
HDFS is not the primary beneficiary of the asset-backed Canadian commercial paper conduit facility VIE; therefore, HDFS does not consolidate this VIE. However, HDFS treats the conduit facility as a secured borrowing as it maintains effective control over the assets transferred to the VIE and therefore does not meet the requirements for sale accounting under ASC Topic 860. As such, the Company retains the transferred assets and the related debt within its Consolidated Balance Sheet.
    
Servicing fees paid by VIEs to HDFS are eliminated in consolidation and therefore are not recorded on a consolidated basis. HDFS is not required, and does not currently intend, to provide any additional financial support to its VIEs. Investors and creditors only have recourse to the assets held by the VIEs.


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The following table shows the assets and liabilities related to our asset-backed financings that were included in our financial statements (in thousands):
 
June 30, 2013
 
Finance receivables
 
Allowance for credit losses
 
Restricted cash
 
Other assets
 
Total assets
 
Asset-backed debt
On-balance sheet assets and liabilities
 
 
 
 
 
 
 
 
 
 
 
Consolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Term asset-backed securitizations
$
2,223,167

 
$
(43,727
)
 
$
198,893

 
$
4,082

 
$
2,382,415

 
$
1,673,759

Asset-backed U.S. commercial paper conduit facility

 

 

 
174

 
174

 

 
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
202,894

 
(3,547
)
 
13,111

 
109

 
212,567

 
175,229

 
$
2,426,061

 
$
(47,274
)
 
$
212,004

 
$
4,365

 
$
2,595,156

 
$
1,848,988

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
Finance receivables
 
Allowance for credit losses
 
Restricted cash
 
Other assets
 
Total assets
 
Asset-backed debt
On-balance sheet assets and liabilities
 
 
 
 
 
 
 
 
 
 
 
Consolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Term asset-backed securitizations
$
2,143,708

 
$
(42,139
)
 
$
176,290

 
$
4,869

 
$
2,282,728

 
$
1,447,776

Asset-backed U.S. commercial paper conduit facility

 

 

 
419

 
419

 

 
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
194,285

 
(3,432
)
 
11,718

 
255

 
202,826

 
175,658

 
$
2,337,993

 
$
(45,571
)
 
$
188,008

 
$
5,543

 
$
2,485,973

 
$
1,623,434

 
 
 
 
 
 
 
 
 
 
 
 
 
July 1, 2012
 
Finance receivables
 
Allowance for credit losses
 
Restricted cash
 
Other assets
 
Total assets
 
Asset-backed debt
On-balance sheet assets and liabilities
 
 
 
 
 
 
 
 
 
 
 
Consolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Term asset-backed securitizations
$
2,082,375

 
$
(41,781
)
 
$
187,782

 
$
4,243

 
$
2,232,619

 
$
1,339,232

Asset-backed U.S. commercial paper conduit facility
8,403

 
(168
)
 
782

 
158

 
9,175

 

 
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility

 

 

 

 

 

 
$
2,090,778

 
$
(41,949
)
 
$
188,564

 
$
4,401

 
$
2,241,794

 
$
1,339,232

Term Asset-Backed Securitization VIEs
The Company transfers U.S. retail motorcycle finance receivables to SPEs which in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each term asset-backed securitization SPE is a separate legal entity and the U.S. retail motorcycle finance receivables included in the term asset-backed securitizations are only available for payment of the secured debt and other

18

Table of Contents

obligations arising from the term asset-backed securitization transaction and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. Cash and cash equivalent balances held by the SPEs are used only to support the securitizations. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2013 to 2020.
During the second quarter of 2013, the Company issued $650.0 million of secured notes through one term asset-backed securitization transaction.
During the second quarter of 2012, the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of certain 2009 and 2011 term asset-backed securitization transactions. These notes were sold at a premium. At June 30, 2013 and July 1, 2012, the unaccreted premium associated with the issuance of these notes was $0.7 million and $1.8 million, respectively. There was no additional term asset-backed securitization activity for the six months ended June 30, 2013 or July 1, 2012.
Asset-Backed U.S. Commercial Paper Conduit Facility VIE
In September 2012, the Company amended and restated its third-party bank sponsored asset-backed commercial paper conduit facility (U.S. Conduit) which provides for a total aggregate commitment of $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle loans held by a SPE as collateral. The amended agreement has terms that are similar to those of the prior agreement and is for the same amount. Under the facility, HDFS may transfer U.S. retail motorcycle finance receivables to a SPE, which in turn may issue debt to third-party bank-sponsored asset-backed commercial paper conduits. The assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates, or LIBOR plus a specified margin to the extent the advance is not funded by a conduit lender through the issuance of commercial paper. The U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, the U.S. Conduit has an expiration date of September 13, 2013.
The SPE had no borrowings outstanding under the U.S. Conduit at June 30, 2013December 31, 2012 or July 1, 2012; therefore, U.S. Conduit assets are restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment.
Asset-Backed Canadian Commercial Paper Conduit Facility
In June 2013, HDFS amended its agreement with a Canadian bank-sponsored asset-backed commercial paper conduit facility (Canadian Conduit). The amended agreement has terms that are similar to those of the original agreement, entered into in August 2012, and is for the same amount. Under the agreement, the Canadian Conduit is contractually committed, at HDFS' option, to purchase from HDFS eligible Canadian retail motorcycle finance receivables for proceeds up to C$200.0 million. The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$200.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, the Canadian Conduit expires on June 30, 2014. The contractual maturity of the debt is approximately 5 years.
HDFS participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE. HDFS' maximum exposure to loss associated with this unconsolidated VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, was $37.3 million at June 30, 2013. The maximum exposure is not an indication of the Company's expected loss exposure.
During the second quarter of 2013, HDFS transferred $53.8 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of $47.1 million. There were no other transfers of receivables for the six months ended June 30, 2013.

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7. Fair Value Measurements
Certain assets and liabilities are recorded at fair value in the financial statements; some of these are measured on a recurring basis while others are measured on a non-recurring basis. Assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. In determining fair value of assets and liabilities, the Company uses various valuation techniques. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.
The Company assesses the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable.
Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Foreign currency exchange contracts are valued using publicly quoted spot and forward prices; commodity contracts are valued using publicly quoted prices, where available, or dealer quotes; interest rate swaps are valued using publicized swap curves; and investments in marketable securities and cash equivalents are valued using publicly quoted prices.
Level 3 inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the following tables.

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Table of Contents

Recurring Fair Value Measurements
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):
 
 
June 30, 2013
 
Balance
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
1,092,522

 
$
643,140

 
$
449,382

 
$

Marketable securities
133,631

 

 
133,631

 

Derivatives
11,214

 

 
11,214

 

 
$
1,237,367

 
$
643,140

 
$
594,227

 
$

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
570

 
$

 
$
570

 
$

 
December 31, 2012
 
Balance
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
852,979

 
$
690,691

 
$
162,288

 
$

Marketable securities
135,634

 

 
135,634

 

Derivatives
317

 

 
317

 

 
$
988,930

 
$
690,691

 
$
298,239

 
$

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
7,920

 
$

 
$
7,920

 
$

 
July 1, 2012
 
Balance
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
764,147

 
$
578,567

 
$
185,580

 
$

Marketable securities
135,848

 

 
135,848

 

Derivatives
8,879

 

 
8,879

 

 
$
908,874

 
$
578,567

 
$
330,307

 
$

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
2,042

 
$

 
$
2,042

 
$


The hierarchy classification for cash equivalents, as of July 1, 2012, totaling $186 million has been revised from Level 1 to Level 2.

21

Table of Contents

8. Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, trade receivables, finance receivables, net, trade payables, debt, foreign currency contracts and interest rate swaps (derivative instruments are discussed further in Note 9).
The following table summarizes the fair value and carrying value of the Company’s financial instruments (in thousands):
 
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,300,690

 
$
1,300,690

 
$
1,068,138

 
$
1,068,138

 
$
1,071,496

 
$
1,071,496

Marketable securities
$
133,631

 
$
133,631

 
$
135,634

 
$
135,634

 
$
135,848

 
$
135,848

Accounts receivable, net
$
253,819

 
$
253,819

 
$
230,079

 
$
230,079

 
$
250,268

 
$
250,268

Derivatives
$
11,214

 
$
11,214

 
$
317

 
$
317

 
$
8,879

 
$
8,879

Finance receivables, net
$
6,314,282

 
$
6,225,586

 
$
5,861,442

 
$
5,781,852

 
$
6,099,619

 
$
6,016,569

Restricted cash
$
212,004

 
$
212,004

 
$
188,008

 
$
188,008

 
$
188,564

 
$
188,564

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
344,423

 
$
344,423

 
$
257,386

 
$
257,386

 
$
252,239

 
$
252,239

Derivatives
$
570

 
$
570

 
$
7,920

 
$
7,920

 
$
2,042

 
$
2,042

Unsecured commercial paper
$
525,745

 
$
525,745

 
$
294,943

 
$
294,943

 
$
845,868

 
$
845,868

Global credit facilities
$

 
$

 
$

 
$

 
$
143,792

 
$
143,792

Asset-backed Canadian commercial paper conduit facility
$
175,229

 
$
175,229

 
$
175,658

 
$
175,658

 
$

 
$

Medium-term notes
$
3,100,162

 
$
2,858,638

 
$
3,199,548

 
$
2,881,272

 
$
2,967,112

 
$
2,698,359

Senior unsecured notes
$
325,705

 
$
303,000

 
$
338,594

 
$
303,000

 
$
360,791

 
$
303,000

Term asset-backed securitization debt
$
1,673,645

 
$
1,673,759

 
$
1,457,807

 
$
1,447,776

 
$
1,345,452

 
$
1,339,232

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable – With the exception of certain cash equivalents, these items are recorded in the financial statements at historical cost. The historical cost basis for these amounts is estimated to approximate their respective fair values due to the short maturity of these instruments. Fair value is based on Level 1 or Level 2 inputs.
Marketable Securities – Marketable securities are recorded in the financial statements at fair value. The fair value of marketable securities is based primarily on quoted market prices of similar financial assets. Changes in fair value are recorded, net of tax, as other comprehensive income and included as a component of shareholders’ equity. Fair value is based on Level 1 or Level 2 inputs.
Finance Receivables, Net – Retail and wholesale finance receivables are recorded in the financial statements at historical cost less an allowance for credit losses. The fair value of retail finance receivables is generally calculated by discounting future cash flows using an estimated discount rate that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The historical cost basis of wholesale finance receivables approximates fair value because they either are short-term or have interest rates that adjust with changes in market interest rates.
Derivatives – Interest rate swaps, foreign currency exchange contracts and commodity contracts are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of interest rate swaps is determined using pricing models that incorporate quoted prices for similar assets and observable inputs such as interest rates and yield curves. The fair value of foreign currency exchange and commodity contracts is determined using publicly quoted prices. Fair value is calculated using Level 2 inputs.

Debt – Debt is generally recorded in the financial statements at historical cost. The carrying value of debt provided under global credit facilities approximates fair value since the interest rates charged under the facilities are tied directly to market

22

Table of Contents

rates and fluctuate as market rates change. The carrying value of unsecured commercial paper approximates fair value due to its short maturity. Fair value is calculated using Level 2 inputs.

The carrying value of debt provided under the Canadian Conduit approximates fair value since the interest rates charged under the facility are tied directly to market rates and fluctuate as market rates change. Fair value is calculated using Level 2 inputs.
The fair values of the medium-term notes are estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.
The fair value of the senior unsecured notes is estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.
The fair value of the debt related to term asset-backed securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs.
9. Derivative Instruments and Hedging Activities
The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative transactions are authorized and executed pursuant to regularly reviewed policies and procedures, which prohibit the use of financial instruments for speculative trading purposes.
All derivative instruments are recognized on the balance sheet at fair value (see Note 7). In accordance with ASC Topic 815, “Derivatives and Hedging,” the accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of gains and losses that result from changes in the fair value of derivative instruments is initially recorded in other comprehensive income (OCI) and subsequently reclassified into earnings when the hedged item affects income. The Company assesses, both at the inception of each hedge and on an on-going basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Any ineffective portion is immediately recognized in earnings. No component of a hedging derivative instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that do not qualify for hedge accounting are recorded at fair value, and any changes in fair value are recorded in current period earnings.
The Company sells its products internationally and in most markets those sales are made in the foreign country’s local currency. As a result, the Company’s earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Company’s most significant foreign currency risk relates to the Euro, the Australian dollar, the Japanese yen and the Brazilian real. The Company utilizes foreign currency contracts to mitigate the effects of certain currencies’ fluctuations on earnings. The foreign currency contracts are entered into with banks and allow the Company to exchange a specified amount of foreign currency for U.S. dollars at a future date, based on a fixed exchange rate.
The Company utilizes commodity contracts to hedge portions of the cost of certain commodities consumed in the Company’s motorcycle production and distribution operations.
The Company’s foreign currency contracts and commodity contracts generally have maturities of less than one year.
The Company’s earnings are affected by changes in interest rates. HDFS utilized interest rate swaps to reduce the impact of fluctuations in interest rates on its unsecured commercial paper by converting a portion from a floating rate basis to a fixed rate basis. The swaps expired during the second quarter of 2013. As of June 30, 2013, HDFS had no interest rate swaps outstanding. The fair value of HDFS’s interest rate swaps at December 31, 2012 and July 1, 2012 was determined using pricing models that incorporate quoted prices for similar assets and observable inputs such as interest rates and yield curves.


23

Table of Contents


The following table summarizes the fair value of the Company’s derivative financial instruments (in thousands):
 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Derivatives Designated As Hedging
Instruments Under ASC Topic 815
Notional
Value
 
Asset
Fair  Value
(a)
 
Liability
Fair  Value
(b)
 
Notional
Value
 
Asset Fair
Value
(a)
 
Liability
Fair  Value
(b)
 
Notional
Value
 
Asset
Fair  Value
(a)
 
Liability
Fair  Value
(b)
Foreign currency contracts(c)
$
333,407

 
$
11,214

 
$
29

 
$
345,021

 
$
169

 
$
6,850

 
$
244,221

 
$
8,879

 
$
1,027

Commodity
contracts(c)
1,226

 

 
99

 
1,064

 
148

 
683

 
1,066

 

 
33

Interest rate swaps(c)

 

 

 
35,800

 

 
373

 
41,600

 

 
982

Total
$
334,633

 
$
11,214

 
$
128


$
381,885

 
$
317

 
$
7,906


$
286,887

 
$
8,879

 
$
2,042

 
June 30, 2013
 
December 31, 2012
 
July 1, 2012
Derivatives Not Designated As Hedging
Instruments Under ASC Topic 815
Notional
Value
 
Asset
Fair  Value(a)
 
Liability
Fair  Value(b)
 
Notional
Value
 
Asset
Fair  Value(a)
 
Liability
Fair  Value(b)
 
Notional
Value
 
Asset
Fair  Value(a)
 
Liability
Fair  Value(b)
Commodity contracts
$
11,958

 
$

 
$
442

 
$
16,237

 
$

 
$
14

 
$
4,346

 
$

 
$

 
$
11,958


$

 
$
442

 
$
16,237

 
$

 
$
14

 
$
4,346

 
$

 
$

 
(a)
Included in other current assets
(b)
Included in accrued liabilities
(c)
Derivative designated as a cash flow hedge
The following tables summarize the amount of gains and losses related to derivative financial instruments designated as cash flow hedges (in thousands):
 
Amount of Gain/(Loss) Before Tax
Recognized in OCI
 
Three months ended
 
Six Months Ended
Cash Flow Hedges
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Foreign currency contracts
$
723

 
$
10,309

 
$
16,444

 
$
4,095

Commodity contracts
(231
)
 
(109
)
 
(72
)
 
(424
)
Interest rate swaps

 
(9
)
 
(2
)
 
(24
)
Total
$
492

 
$
10,191

 
$
16,370

 
$
3,647

 
 
Amount of Gain/(Loss) Before Tax
Reclassified from AOCI into Income
 
 
 
Three months ended
 
Six Months Ended
 
Expected to be Reclassified
Cash Flow Hedges
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
 
Over the Next Twelve Months
Foreign currency contracts(a)
$
753

 
$
9,683

 
$
13

 
$
12,104

 
$
10,700

Commodity contracts(a)
(34
)
 
(337
)
 
13

 
(656
)
 
(99
)
Interest rate swaps(b)
(82
)
 
(968
)
 
(345
)
 
(1,935
)
 

Total
$
637

 
$
8,378

 
$
(319
)
 
$
9,513

 
$
10,601

 
(a)
Gain/(loss) reclassified from accumulated other comprehensive income (AOCI) to income is included in cost of goods sold.
(b)
Gain/(loss) reclassified from AOCI to income is included in financial services interest expense.


24

Table of Contents

The following tables summarize the amount of gains and losses related to derivative financial instruments not designated as hedging instruments (in thousands):
 
Amount of Gain/(Loss) Before Tax
Recognized in Income on Derivative
 
Three months ended
 
Six Months Ended
Derivatives
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Commodity contracts
$
21

 
$

 
$
(609
)
 
$

Total
$
21

 
$

 
$
(609
)
 
$


For the three and six months ended June 30, 2013 and July 1, 2012, the cash flow hedges were highly effective and, as a result, the amount of hedge ineffectiveness was not material. No amounts were excluded from effectiveness testing.
The Company is exposed to credit loss risk in the event of non-performance by counterparties to these derivative financial instruments. Although no assurances can be given, the Company does not expect any of the counterparties to these derivative financial instruments to fail to meet its obligations. To manage credit loss risk, the Company evaluates counterparties based on credit ratings and, on a quarterly basis, evaluates each hedge’s net position relative to the counterparty’s ability to cover its position.
10. Accumulated Other Comprehensive Income
The following tables set forth the changes in accumulated other comprehensive loss (AOCL) (in thousands):
 
 
Three months ended June 30, 2013
 
 
Foreign currency translation adjustments
 
Marketable securities
 
Derivative financial instruments
 
Pension and postretirement benefit plans
 
Total
Beginning balance
 
$
40,765

 
$
433

 
$
6,764

 
$
(645,614
)
 
$
(597,652
)
Other comprehensive income (loss) before reclassifications
 
(12,380
)
 
(608
)
 
492

 

 
(12,496
)
Income tax
 
1,076

 
225

 
(182
)
 

 
1,119

Net other comprehensive income before reclassifications
 
(11,304
)
 
(383
)
 
310

 

 
(11,377
)
Reclassifications:
 
 
 
 
 
 
 
 
 
 
Realized (gains) losses - marketable securities (a)
 
 
 

 
 
 
 
 

Realized (gains) losses - foreign currency contracts(b)
 
 
 
 
 
(753
)
 
 
 
(753
)
Realized (gains) losses - commodities contracts(b)
 
 
 
 
 
34

 
 
 
34

Realized (gains) losses - interest rate swaps(c)
 
 
 
 
 
82

 
 
 
82

     Prior service credits(d)
 
 
 
 
 
 
 
(526
)
 
(526
)
     Actuarial losses(d)
 
 
 
 
 
 
 
16,789

 
16,789

Total before tax
 

 

 
(637
)
 
16,263

 
15,626

Income tax (benefit) expense
 

 

 
237

 
(6,024
)
 
(5,787
)
Net reclassifications
 

 

 
(400
)
 
10,239

 
9,839

Other comprehensive (loss) income
 
(11,304
)
 
(383
)
 
(90
)
 
10,239

 
(1,538
)
Ending Balance
 
$
29,461

 
$
50

 
$
6,674

 
$
(635,375
)
 
$
(599,190
)

25

Table of Contents

 
 
Three months ended July 1, 2012
 
 
Foreign currency translation adjustments
 
Marketable securities
 
Derivative financial instruments
 
Pension and postretirement benefit plans
 
Total
Beginning balance
 
$
54,596

 
$
1,340

 
$
1,481

 
$
(525,369
)
 
$
(467,952
)
Other comprehensive income (loss) before reclassifications
 
(10,559
)
 
(1,088
)
 
10,191

 

 
(1,456
)
Income tax
 
534

 
403

 
(3,775
)
 

 
(2,838
)
Net other comprehensive income before reclassifications
 
(10,025
)
 
(685
)
 
6,416

 

 
(4,294
)
Reclassifications:
 
 
 
 
 
 
 
 
 
 
Realized (gains) losses - marketable securities (a)
 
 
 

 
 
 
 
 

Realized (gains) losses - foreign currency contracts(b)
 
 
 
 
 
(9,683
)
 
 
 
(9,683
)
Realized (gains) losses - commodities contracts(b)
 
 
 
 
 
337

 
 
 
337

Realized (gains) losses - interest rate swaps(c)
 
 
 
 
 
968

 
 
 
968

     Prior service credits(d)
 
 
 
 
 
 
 
(223
)
 
(223
)
     Actuarial losses(d)
 
 
 
 
 
 
 
12,824

 
12,824

Total before tax
 

 

 
(8,378
)
 
12,601

 
4,223

Income tax (benefit) expense
 

 

 
3,135

 
(4,668
)
 
(1,533
)
Net reclassifications
 

 

 
(5,243
)
 
7,933

 
2,690

Other comprehensive (loss) income
 
(10,025
)
 
(685
)
 
1,173

 
7,933

 
(1,604
)
Ending Balance
 
$
44,571

 
$
655

 
$
2,654

 
$
(517,436
)
 
$
(469,556
)
 
 
Six months ended June 30, 2013
 
 
Foreign currency translation adjustments
 
Marketable securities
 
Derivative financial instruments
 
Pension and postretirement benefit plans
 
Total
Beginning balance
 
$
51,335

 
$
677

 
$
(3,837
)
 
$
(655,853
)
 
$
(607,678
)
Other comprehensive income (loss) before reclassifications
 
(23,852
)
 
(996
)
 
16,370

 

 
(8,478
)
Income tax
 
1,978

 
369

 
(6,063
)
 

 
(3,716
)
Net other comprehensive income before reclassifications
 
(21,874
)
 
(627
)
 
10,307

 

 
(12,194
)
Reclassifications:
 
 
 
 
 
 
 
 
 
 
Realized (gains) losses - marketable securities (a)
 
 
 

 
 
 
 
 

Realized (gains) losses - foreign currency contracts(b)
 
 
 
 
 
(13
)
 
 
 
(13
)
Realized (gains) losses - commodities contracts(b)
 
 
 
 
 
(13
)
 
 
 
(13
)
Realized (gains) losses - interest rate swaps(c)
 
 
 
 
 
345

 
 
 
345

     Prior service credits(d)
 
 
 
 
 
 
 
(1,052
)
 
(1,052
)
     Actuarial losses(d)
 
 
 
 
 
 
 
33,578

 
33,578

Total before tax
 

 

 
319

 
32,526

 
32,845

Income tax (benefit) expense
 

 

 
(115
)
 
(12,048
)
 
(12,163
)
Net reclassifications
 

 

 
204

 
20,478

 
20,682

Other comprehensive (loss) income
 
(21,874
)
 
(627
)
 
10,511

 
20,478

 
8,488

Ending Balance
 
$
29,461

 
$
50

 
$
6,674

 
$
(635,375
)
 
$
(599,190
)

26

Table of Contents

 
 
Six months ended July 1, 2012
 
 
Foreign currency translation adjustments
 
Marketable securities
 
Derivative financial instruments
 
Pension and postretirement benefit plans
 
Total
Beginning balance
 
$
49,935

 
$
327

 
$
6,307

 
$
(533,302
)
 
$
(476,733
)
Other comprehensive income (loss) before reclassifications
 
(5,301
)
 
521

 
3,647

 

 
(1,133
)
Income tax
 
(63
)
 
(193
)
 
(1,352
)
 

 
(1,608
)
Net other comprehensive income before reclassifications
 
(5,364
)
 
328

 
2,295

 

 
(2,741
)
Reclassifications:
 
 
 
 
 
 
 
 
 
 
Realized (gains) losses - marketable securities (a)
 
 
 

 
 
 
 
 

Realized (gains) losses - foreign currency contracts(b)
 
 
 
 
 
(12,104
)
 
 
 
(12,104
)
Realized (gains) losses - commodities contracts(b)
 
 
 
 
 
656

 
 
 
656

Realized (gains) losses - interest rate swaps(c)
 
 
 
 
 
1,935

 
 
 
1,935

     Prior service credits(d)
 
 
 
 
 
 
 
(448
)
 
(448
)
     Actuarial losses(d)
 
 
 
 
 
 
 
25,648

 
25,648

Total before tax
 

 

 
(9,513
)
 
25,200

 
15,687

Income tax (benefit) expense
 

 

 
3,565

 
(9,334
)
 
(5,769
)
Net reclassifications
 

 

 
(5,948
)
 
15,866

 
9,918

Other comprehensive (loss) income
 
(5,364
)
 
328

 
(3,653
)
 
15,866

 
7,177

Ending Balance
 
$
44,571

 
$
655

 
$
2,654

 
$
(517,436
)
 
$
(469,556
)

(a)
Amounts reclassified to net income are included in investment income.
(b)
Amounts reclassified to net income are included in motorcycles and related products cost of goods sold.
(c)
Amounts reclassified to net income are presented in financial services interest expense.
(d)
Amounts reclassified are included in the computation of net periodic period cost. See note 14 for information related to pension and postretirement benefit plans.
11. Income Taxes
The Company’s 2013 income tax rate for the six months ended June 30, 2013 was 34.8% compared to 35.3% for the same period last year. The Company's 2013 effective tax rate was favorably impacted by the reinstatement of the U.S. Federal Research and Development tax credit with the enactment of the American Taxpayer Relief Act of 2012 at the beginning of 2013. The Company recorded the benefit of the Research and Development tax credit for the full year of 2012 in the first quarter of 2013 and, through six months of 2013, half of the benefit of the 2013 tax credit.
12. Product Warranty and Safety Recall Campaigns
The Company currently provides a standard two-year limited warranty on all new motorcycles sold worldwide, except for Japan, where the Company currently provides a standard three-year limited warranty on all new motorcycles sold. In addition, the Company provides a one-year warranty for Parts & Accessories (P&A). The warranty coverage for the retail customer generally begins when the product is sold to a retail customer. The Company maintains reserves for future warranty claims using an estimated cost, which is based primarily on historical Company claim information. Additionally, the Company has from time to time initiated certain voluntary safety recall campaigns. The Company reserves for all estimated costs associated with safety recalls in the period that the safety recalls are announced.

27

Table of Contents

Changes in the Company’s warranty and safety recall liability were as follows (in thousands):
 
Three months ended
 
Six months ended
 
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Balance, beginning of period
$
67,709

 
$
57,102

 
$
60,263

 
$
54,994

Warranties issued during the period
19,401

 
17,127

 
34,521

 
32,618

Settlements made during the period
(16,702
)
 
(18,549
)
 
(28,340
)
 
(33,086
)
Recalls and changes to pre-existing warranty liabilities
(2
)
 
12,121

 
3,962

 
13,275

Balance, end of period
$
70,406

 
$
67,801

 
$
70,406

 
$
67,801

The liability for safety recall campaigns was $3.0 million, $4.6 million and $6.7 million as of June 30, 2013December 31, 2012 and July 1, 2012, respectively.

13. Earnings Per Share
The following table sets forth the computation for basic and diluted earnings per share (in thousands, except per share amounts):
 
 
Three months ended
 
Six months ended
 
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Numerator:
 
 
 
 
 
 
 
Net income used in computing basic and diluted earnings per share
$
271,739

 
$
247,250

 
$
495,868

 
$
419,285

Denominator:
 
 
 
 
 
 
 
Denominator for basic earnings per share- weighted-average common shares
223,052

 
228,838

 
223,737

 
228,914

Effect of dilutive securities—employee stock compensation plan
1,418

 
2,085

 
1,569

 
2,190

Denominator for diluted earnings per share- adjusted weighted-average shares outstanding
224,470

 
230,923

 
225,306

 
231,104

Earnings per common share
 
 
 
 
 
 
 
Basic
$
1.22

 
$
1.08

 
$
2.22

 
$
1.83

Diluted
$
1.21

 
$
1.07

 
$
2.20

 
$
1.81

Outstanding options to purchase 1.2 million and 2.1 million shares of common stock for the three months ended June 30, 2013 and July 1, 2012, respectively, and 1.3 million and 2.3 million shares of common stock for the six months ended June 30, 2013 and July 1, 2012, respectively, were not included in the Company’s computation of dilutive securities because the exercise price was greater than the market price and therefore the effect would have been anti-dilutive.
The Company has a share-based compensation plan under which employees may be granted share-based awards including shares of restricted stock and restricted stock units (RSUs). Non-forfeitable dividends are paid on unvested shares of restricted stock and non-forfeitable dividend equivalents are paid on unvested RSUs. As such, shares of restricted stock and RSUs are considered participating securities under the two-class method of calculating earnings per share as described in ASC Topic 260, “Earnings per Share.” The two-class method of calculating earnings per share did not have a material impact on the Company’s earnings per share calculation for the three and six month periods ending June 30, 2013 and July 1, 2012, respectively.


28

Table of Contents

14. Employee Benefit Plans
The Company has defined benefit pension plans and postretirement healthcare benefit plans that cover certain employees of the Motorcycles segment. The Company also has unfunded supplemental employee retirement plan agreements (SERPA) with certain employees which were instituted to replace benefits lost under the Tax Revenue Reconciliation Act of 1993. Net periodic benefit costs are allocated between selling, administrative and engineering expense, cost of goods sold and inventory. Amounts capitalized in inventory are not significant. Components of net periodic benefit costs were as follows (in thousands):
 
Three months ended
 
Six months ended
 
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Pension and SERPA Benefits
 
 
 
 
 
 
 
Service cost
$
8,997

 
$
8,420

 
$
17,994

 
$
16,840

Interest cost
19,752

 
20,816

 
39,564

 
41,632

Expected return on plan assets
(31,832
)
 
(29,277
)
 
(63,664
)
 
(58,555
)
Amortization of unrecognized:
 
 
 
 
 
 
 
Prior service cost
437

 
740

 
874

 
1,479

Net loss
14,652

 
10,969

 
29,304

 
21,937

Net periodic benefit cost
$
12,006

 
$
11,668

 
$
24,072

 
$
23,333

Postretirement Healthcare Benefits
 
 
 
 
 
 
 
Service cost
$
1,965

 
$
1,853

 
$
3,930

 
$
3,706

Interest cost
3,900

 
4,578

 
7,800

 
9,155

Expected return on plan assets
(2,384
)
 
(2,356
)
 
(4,768
)
 
(4,712
)
Amortization of unrecognized:
 
 
 
 
 
 
 
Prior service credit
(963
)
 
(963
)
 
(1,926
)
 
(1,927
)
Net loss
2,137

 
1,855

 
4,274

 
3,711

Net periodic benefit cost
$
4,655

 
$
4,967

 
$
9,310

 
$
9,933

During the first six months of 2013 and 2012, the Company voluntarily contributed $175 million and $200 million, respectively, in cash to further fund its pension plans. No additional pension contributions are required in 2013. The Company expects it will continue to make on-going contributions related to current benefit payments for SERPA and postretirement healthcare plans.

15. Business Segments
The Company operates in two business segments: Motorcycles and Financial Services. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately based on the fundamental differences in their operations. Selected segment information is set forth below (in thousands):
 
Three months ended
 
Six months ended
 
June 30, 2013
 
July 1, 2012
 
June 30, 2013
 
July 1, 2012
Motorcycles net revenue
$
1,631,466

 
$
1,569,047

 
$
3,045,714

 
$
2,842,416

Gross profit
601,870

 
563,817

 
1,121,312

 
1,020,327

Selling, administrative and engineering expense
249,502

 
248,038

 
489,245

 
485,033

Restructuring expense
(5,297
)
 
6,220

 
(2,359
)
 
17,671

Operating income from Motorcycles
357,665

 
309,559

 
634,426

 
517,623

Financial services revenue
162,841

 
160,613

 
319,806

 
316,935

Financial services expense
88,685

 
78,659

 
174,105

 
167,587

Operating income from Financial Services
74,156

 
81,954

 
145,701

 
149,348

Operating income
$
431,821

 
$
391,513

 
$
780,127

 
$
666,971


29

Table of Contents

16. Commitment and Contingencies
The Company is subject to lawsuits and other claims related to environmental, product and other matters. In determining required reserves related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The required reserves are monitored on an ongoing basis and are updated based on new developments or new information in each matter.
Environmental Protection Agency Notice
In December 2009, the Company received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company promptly submitted written responses to the EPA’s inquiry and engaged in discussions with the EPA. It is possible that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine or other relief. However, at this time the Company does not know and cannot reasonably estimate the impact of any remedies the EPA might seek.
York Environmental Matters:
The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including an ongoing site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy. The Agreement calls for the Navy and the Company to contribute amounts into a trust equal to 53% and 47%, respectively, of future costs associated with environmental investigation and remediation activities at the York facility (Response Costs). The trust administers the payment of the Response Costs incurred at the York facility as covered by the Agreement.

In February 2002, the Company was advised by the EPA that it considers some of the Company’s remediation activities at the York facility to be subject to the EPA’s corrective action program under the Resource Conservation and Recovery Act (RCRA) and offered the Company the option of addressing corrective action under a RCRA facility lead agreement. In July 2005, the York facility was designated as the first site in Pennsylvania to be addressed under the “One Cleanup Program.” The program provides a more streamlined and efficient oversight of voluntary remediation by both PADEP and EPA and will be carried out consistent with the Agreement with the Navy. As a result, the RCRA facility lead agreement has been superseded.
The Company estimates that its share of the future Response Costs at the York facility will be approximately $3.4 million and has established a reserve for this amount which is included in accrued liabilities in the Condensed Consolidated Balance Sheets. As noted above, the RI/FS is still underway and given the uncertainty that exists concerning the nature and scope of additional environmental investigation and remediation that may ultimately be required under the RI/FS or otherwise at the York facility, we are unable to make a reasonable estimate of those additional costs, if any, that may result.
The estimate of the Company’s future Response Costs that will be incurred at the York facility is based on reports of independent environmental consultants retained by the Company, the actual costs incurred to date and the estimated costs to complete the necessary investigation and remediation activities. Response Costs are expected to be paid primarily over a period of several years ending in 2017 although certain Response Costs may continue for some time beyond 2017.
Product Liability Matters:
The Company is involved in product liability lawsuits related to the operation of its business. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated. The Company also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and that product liability will not have a material adverse effect on the Company’s consolidated financial statements.

30

Table of Contents

17. Supplemental Consolidating Data
The supplemental consolidating data for the periods noted is presented for informational purposes. The supplemental consolidating data may be different than segment information presented elsewhere due to the allocation of intercompany eliminations to reporting segments. All supplemental data is presented in thousands.

31

Table of Contents

 
Three months ended June 30, 2013
 
Motorcycles & Related
Products Operations
 
Financial
Services Operations
 
Eliminations
 
Consolidated
Revenue:
 
 
 
 
 
 
 
Motorcycles and related products
$
1,634,165

 
$

 
$
(2,699
)
 
$
1,631,466

Financial services

 
163,335

 
(494
)
 
162,841

Total revenue
1,634,165

 
163,335

 
(3,193
)
 
1,794,307

Costs and expenses:
 
 
 
 
 
 
 
Motorcycles and related products cost of goods sold
1,029,596

 

 

 
1,029,596

Financial services interest expense

 
45,506

 

 
45,506

Financial services provision for credit losses

 
11,297

 

 
11,297

Selling, administrative and engineering expense
249,996

 
34,581

 
(3,193
)
 
281,384

Restructuring expense
(5,297
)
 

 

 
(5,297
)
Total costs and expenses
1,274,295

 
91,384

 
(3,193
)
 
1,362,486

Operating income
359,870

 
71,951

 

 
431,821

Investment income
1,770

 

 

 
1,770

Interest expense
11,238

 

 

 
11,238

Income before provision for income taxes
350,402

 
71,951

 

 
422,353

Provision for income taxes
124,271

 
26,343

 

 
150,614

Net income
$
226,131

 
$
45,608

 
$

 
$
271,739

 
Six months ended June 30, 2013
 
Motorcycles & Related
Products Operations
 
Financial
Services Operations
 
Eliminations
 
Consolidated
Revenue:
 
 
 
 
 
 
 
Motorcycles and related products
$
3,050,974

 
$

 
$
(5,260
)
 
$
3,045,714

Financial services

 
320,632

 
(826
)
 
319,806

Total revenue
3,050,974

 
320,632

 
(6,086
)
 
3,365,520

Costs and expenses:
 
 
 
 
 
 
 
Motorcycles and related products cost of goods sold
1,924,402

 

 

 
1,924,402

Financial services interest expense

 
86,060

 

 
86,060

Financial services provision for credit losses

 
24,407

 

 
24,407

Selling, administrative and engineering expense
490,071

 
68,898

 
(6,086
)
 
552,883

Restructuring expense
(2,359
)
 

 

 
(2,359
)
Total costs and expenses
2,412,114

 
179,365

 
(6,086
)
 
2,585,393

Operating income
638,860

 
141,267

 

 
780,127

Investment income
188,385

 

 
(185,000
)
 
3,385

Interest expense
22,629

 

 

 
22,629

Income before provision for income taxes
804,616

 
141,267

 
(185,000
)
 
760,883

Provision for income taxes
213,557

 
51,458

 

 
265,015

Net income
$
591,059

 
$
89,809

 
$
(185,000
)
 
$
495,868


32

Table of Contents

 
Three months ended July 1, 2012
 
Motorcycles & Related
Products Operations
 
Financial
Services Operations
 
Eliminations
 
Consolidated
Revenue:
 
 
 
 
 
 
 
Motorcycles and related products
$
1,572,003

 
$

 
$
(2,956
)
 
$
1,569,047

Financial services

 
160,843

 
(230
)
 
160,613

Total revenue
1,572,003

 
160,843

 
(3,186
)
 
1,729,660

Costs and expenses:
 
 
 
 
 
 
 
Motorcycles and related products cost of goods sold
1,005,230

 

 

 
1,005,230

Financial services interest expense

 
48,712

 

 
48,712

Financial services provision for credit losses

 
(5,259
)
 

 
(5,259
)
Selling, administrative and engineering expense
248,268

 
38,162

 
(3,186
)
 
283,244

Restructuring expense
6,220

 

 

 
6,220

Total costs and expenses
1,259,718

 
81,615

 
(3,186
)
 
1,338,147

Operating income
312,285

 
79,228

 

 
391,513

Investment income
2,231

 

 

 
2,231

Interest expense
11,595

 

 

 
11,595

Income before provision for income taxes
302,921

 
79,228

 

 
382,149

Provision for income taxes
106,377

 
28,522

 

 
134,899

Net income
$
196,544

 
$
50,706

 
$

 
$
247,250

 
Six months ended July 1, 2012
 
Motorcycles & Related
Products Operations
 
Financial
Services Operations
 
Eliminations
 
Consolidated
Revenue:
 
 
 
 
 
 
 
Motorcycles and related products
$
2,847,786

 
$

 
$
(5,370
)
 
$
2,842,416

Financial services

 
316,749

 
186

 
316,935

Total revenue
2,847,786

 
316,749

 
(5,184
)
 
3,159,351

Costs and expenses:
 
 
 
 
 
 
 
Motorcycles and related products cost of goods sold
1,822,089

 

 

 
1,822,089

Financial services interest expense

 
99,968

 

 
99,968

Financial services provision for credit losses

 
3,754

 

 
3,754

Selling, administrative and engineering expense
484,847

 
69,235

 
(5,184
)
 
548,898

Restructuring expense
17,671

 

 

 
17,671

Total costs and expenses
2,324,607

 
172,957

 
(5,184
)
 
2,492,380

Operating income
523,179

 
143,792

 

 
666,971

Investment income
229,164

 

 
(225,000
)
 
4,164

Interest expense
23,090

 

 

 
23,090

Income before provision for income taxes
729,253

 
143,792

 
(225,000
)
 
648,045

Provision for income taxes
176,995

 
51,765

 

 
228,760

Net income
$
552,258

 
$
92,027

 
$
(225,000
)
 
$
419,285


33

Table of Contents

 
June 30, 2013
 
Motorcycles & Related
Products Operations
 
Financial
Services Operations
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
935,095

 
$
365,595

 
$

 
$
1,300,690

Marketable securities
133,631

 

 

 
133,631

Accounts receivable, net
956,619

 

 
(702,800
)
 
253,819

Finance receivables, net

 
2,010,974

 

 
2,010,974

Inventories
307,717

 

 

 
307,717

Restricted cash

 
212,004

 

 
212,004

Other current assets
175,231

 
60,405

 

 
235,636

Total current assets
2,508,293

 
2,648,978

 
(702,800
)
 
4,454,471

Finance receivables, net

 
4,214,612

 

 
4,214,612

Property, plant and equipment, net
758,674

 
31,889

 

 
790,563

Goodwill
29,183

 

 

 
29,183

Other long-term assets
277,409

 
18,011

 
(77,051
)
 
218,369

 
$
3,573,559

 
$
6,913,490

 
$
(779,851
)
 
$
9,707,198

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
$
290,363

 
$
756,860

 
$
(702,800
)
 
$
344,423

Accrued liabilities
392,613

 
61,015

 
(3,381
)
 
450,247

Short-term debt

 
525,745

 

 
525,745

Current portion of long-term debt
303,000

 
473,274

 

 
776,274

Total current liabilities
985,976

 
1,816,894

 
(706,181
)
 
2,096,689

Long-term debt

 
4,234,352

 

 
4,234,352

Pension liability
148,974

 

 

 
148,974

Postretirement healthcare benefits
271,122

 

 

 
271,122

Other long-term liabilities
116,645

 
18,177

 

 
134,822

Shareholders’ equity
2,050,842

 
844,067

 
(73,670
)
 
2,821,239

 
$
3,573,559

 
$
6,913,490

 
$
(779,851
)
 
$
9,707,198


34

Table of Contents

 
December 31, 2012
 
Motorcycles & Related
Products Operations
 
Financial
Services Operations
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
727,716

 
$
340,422

 
$

 
$
1,068,138

Marketable securities
135,634

 

 

 
135,634

Accounts receivable, net
781,642

 

 
(551,563
)
 
230,079

Finance receivables, net

 
1,743,045

 

 
1,743,045

Inventories
393,524

 

 

 
393,524

Restricted cash

 
188,008

 

 
188,008

Other current assets
230,905

 
57,609

 
3,994

 
292,508

Total current assets
2,269,421

 
2,329,084

 
(547,569
)
 
4,050,936

Finance receivables, net

 
4,038,807

 

 
4,038,807

Property, plant and equipment, net
783,068

 
32,396

 

 
815,464

Goodwill
29,530

 

 

 
29,530

Other long-term assets
292,764

 
19,468

 
(76,196
)
 
236,036

 
$
3,374,783

 
$
6,419,755

 
$
(623,765
)
 
$
9,170,773

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
$
221,064

 
$
587,885

 
$
(551,563
)
 
$
257,386

Accrued liabilities
439,144

 
74,447

 

 
513,591

Short-term debt

 
294,943

 

 
294,943

Current portion of long-term debt

 
437,162

 

 
437,162

Total current liabilities
660,208

 
1,394,437

 
(551,563
)
 
1,503,082

Long-term debt
303,000

 
4,067,544

 

 
4,370,544

Pension liability
330,294

 

 

 
330,294

Postretirement healthcare benefits
278,062

 

 

 
278,062

Other long-term liabilities
114,476

 
16,691

 

 
131,167

Shareholders’ equity
1,688,743

 
941,083

 
(72,202
)
 
2,557,624

 
$
3,374,783

 
$
6,419,755

 
$
(623,765
)
 
$
9,170,773


35

Table of Contents

 
July 1, 2012
 
Motorcycles & Related
Products Operations
 
Financial
Services Operations
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
725,909

 
$
345,587

 
$

 
$
1,071,496

Marketable securities
135,848

 

 

 
135,848

Accounts receivable, net
885,797

 

 
(635,529
)
 
250,268

Finance receivables, net

 
1,854,838

 

 
1,854,838

Inventories
323,046

 

 

 
323,046

Restricted cash

 
188,564

 

 
188,564

Other current assets
182,464

 
63,343

 

 
245,807

Total current assets
2,253,064

 
2,452,332

 
(635,529
)
 
4,069,867

Finance receivables, net

 
4,161,731

 

 
4,161,731

Property, plant and equipment, net
747,133

 
29,660

 

 
776,793

Goodwill
28,604

 

 

 
28,604

Other long-term assets
335,811

 
17,956

 
(73,978
)
 
279,789

 
$
3,364,612

 
$
6,661,679

 
$
(709,507
)
 
$
9,316,784

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
$
197,891

 
$
689,877

 
$
(635,529
)
 
$
252,239

Accrued liabilities
466,808

 
71,756

 
(3,467
)
 
535,097

Short-term debt

 
845,868

 

 
845,868

Current portion of long-term debt

 
907,389

 

 
907,389

Total current liabilities
664,699

 
2,514,890

 
(638,996
)
 
2,540,593

Long-term debt
303,000

 
3,273,994

 

 
3,576,994

Pension liability
122,496

 

 

 
122,496

Postretirement healthcare liability
263,295

 

 

 
263,295

Other long-term liabilities
131,754

 
15,265

 

 
147,019

Shareholders’ equity
1,879,368

 
857,530

 
(70,511
)
 
2,666,387

 
$
3,364,612

 
$
6,661,679

 
$
(709,507
)
 
$
9,316,784


36

Table of Contents

 
Six months ended June 30, 2013
 
Motorcycles &  Related
Products Operations
 
Financial
Services  Operations
 
Eliminations &
Adjustments
 
Consolidated
Cash flows from operating activities:
 
 
 
 
 
 
 
Net Income
$
591,059

 
89,809

 
$
(185,000
)
 
$
495,868

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation
80,592

 
2,814

 

 
83,406

Amortization of deferred loan origination costs

 
40,947

 

 
40,947

Amortization of financing origination fees
237

 
4,398

 

 
4,635

Provision for employee long-term benefits
33,382

 

 

 
33,382

Contributions to pension and postretirement plans
(189,116
)
 

 

 
(189,116
)
Stock compensation expense
19,592

 
1,469

 

 
21,061

Net change in wholesale finance receivables

 

 
(293,293
)
 
(293,293
)
Provision for credit losses

 
24,407

 

 
24,407

Loss on debt extinguishment

 
4,947

 

 
4,947

Foreign currency adjustments
18,529

 

 

 
18,529

Other, net
(647
)
 
205

 

 
(442
)
Change in current assets and current liabilities:
 
 
 
 
 
 
 
Accounts receivable
(286,024
)
 

 
251,237

 
(34,787
)
Finance receivables—accrued interest and other

 
699

 

 
699

Inventories
69,475

 

 

 
69,475

Accounts payable and accrued liabilities
63,605

 
258,353

 
(251,237
)
 
70,721

Restructuring reserves
(22,790
)
 

 

 
(22,790
)
Derivative instruments
(1,529
)
 
(28
)
 

 
(1,557
)
Other
65,613

 
(2,028
)
 

 
63,585

Total adjustments
(149,081
)
 
336,183

 
(293,293
)
 
(106,191
)
Net cash provided by (used by) operating activities
441,978

 
425,992

 
(478,293
)
 
389,677


37

Table of Contents

 
Six months ended June 30, 2013
 
Motorcycles &  Related
Products Operations
 
Financial
Services  Operations
 
Eliminations &
Adjustments
 
Consolidated
Cash flows from investing activities:
 
 
 
 
 
 
 
Capital expenditures
(64,282
)
 
(2,307
)
 

 
(66,589
)
Origination of finance receivables

 
(4,019,925
)
 
2,366,693

 
(1,653,232
)
Collections of finance receivables

 
3,496,088

 
(2,073,400
)
 
1,422,688

Purchases of marketable securities
(4,998
)
 

 

 
(4,998
)
Sales and redemptions of marketable securities
6,003

 

 

 
6,003

Other
6,667

 

 

 
6,667

Net cash (used by) provided by investing activities
(56,610
)
 
(526,144
)
 
293,293

 
(289,461
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Repayments of medium-term notes

 
(27,858
)
 

 
(27,858
)
Loan to HDFS
100,000

 
(100,000
)
 

 

Proceeds from securitization of debt

 
647,516

 

 
647,516

Repayments of securitization debt

 
(423,455
)
 

 
(423,455
)
Net decrease in credit facilities and unsecured commercial paper

 
230,761

 

 
230,761

Borrowings of asset-backed commercial paper

 
47,061

 

 
47,061

Repayments of asset-backed commercial paper

 
(37,642
)
 

 
(37,642
)
Net change in restricted cash

 
(23,996
)
 

 
(23,996
)
Dividends paid
(94,213
)
 
(185,000
)
 
185,000

 
(94,213
)
Purchase of common stock for treasury
(208,699
)
 

 

 
(208,699
)
Excess tax benefits from share based payments
16,338

 

 

 
16,338

Issuance of common stock under employee stock option plans
24,677

 

 

 
24,677

Net cash used by financing activities
(161,897
)
 
127,387

 
185,000

 
150,490

Effect of exchange rate changes on cash and cash equivalents
(16,092
)
 
(2,062
)
 

 
(18,154
)
Net (decrease) increase in cash and cash equivalents
$
207,379

 
$
25,173

 
$

 
$
232,552

Cash and cash equivalents:
 
 
 
 
 
 
 
Cash and cash equivalents—beginning of period
$
727,716

 
$
340,422

 
$

 
$
1,068,138

Net (decrease) increase in cash and cash equivalents
207,379

 
25,173

 

 
232,552

Cash and cash equivalents—end of period
$
935,095

 
$
365,595

 
$

 
$
1,300,690


38

Table of Contents

 
Six months ended July 1, 2012
 
Motorcycles &  Related
Products Operations
 
Financial
Services  Operations
 
Eliminations &
Adjustments
 
Consolidated
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
552,258

 
$
92,027

 
$
(225,000
)
 
$
419,285

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation
82,954

 
3,043

 

 
85,997

Amortization of deferred loan origination costs

 
38,075

 

 
38,075

Amortization of financing origination fees
237

 
4,784

 

 
5,021

Provision for employee long-term benefits
33,236

 
1,027

 

 
34,263

Contributions to pension and postretirement plans
(213,648
)
 

 

 
(213,648
)
Stock compensation expense
20,539

 
1,580

 

 
22,119

Net change in wholesale finance receivables

 

 
(124,919
)
 
(124,919
)
Provision for credit losses

 
3,754

 

 
3,754

Foreign currency adjustments
8,143

 

 

 
8,143

Other, net
1,275

 
4,292

 

 
5,567

Change in current assets and current liabilities:
 
 
 
 
 
 
 
Accounts receivable
(295,930
)
 

 
260,953

 
(34,977
)
Finance receivables—accrued interest and other

 
2,912

 

 
2,912

Inventories
89,162

 

 

 
89,162

Accounts payable and accrued liabilities
(22,227
)
 
270,894

 
(260,953
)
 
(12,286
)
Restructuring reserves
(9,915
)
 

 

 
(9,915
)
Derivative instruments
(1,293
)
 
(127
)
 

 
(1,420
)
Other
(25,286
)
 
(3,605
)
 

 
(28,891
)
Total adjustments
(332,753
)
 
326,629

 
(124,919
)
 
(131,043
)
Net cash provided by (used by) operating activities
219,505

 
418,656

 
(349,919
)
 
288,242

Cash flows from investing activities:
 
 
 
 
 
 
 
Capital expenditures
(57,504
)
 
(2,574
)
 

 
(60,078
)
Origination of finance receivables

 
(3,766,621
)
 
2,183,049

 
(1,583,572
)
Collections of finance receivables

 
3,493,920

 
(2,058,130
)
 
1,435,790

Purchases of marketable securities
(4,993
)
 

 

 
(4,993
)
Sales and redemptions of marketable securities
23,046

 

 

 
23,046

Net cash (used by) provided by investing activities
(39,451
)
 
(275,275
)
 
124,919

 
(189,807
)
Cash flows from financing activities of continuing operations:
 
 
 
 
 
 
 
Proceeds from issuance of medium-term notes

 
397,373

 

 
397,373

        Loan to HDFS
(200,000
)
 
200,000

 

 

        Proceeds from securitization debt

 
91,030

 

 
91,030

Repayments of securitization debt

 
(839,401
)
 

 
(839,401
)
Net decrease in credit facilities and unsecured commercial paper

 
(46,629
)
 

 
(46,629
)
Net change in restricted cash

 
41,091

 

 
41,091

Dividends paid
(71,645
)
 
(225,000
)
 
225,000

 
(71,645
)
Purchase of common stock for treasury
(172,742
)
 

 

 
(172,742
)
Excess tax benefits from share based payments
15,730

 

 

 
15,730

Issuance of common stock under employee stock option plans
35,337

 

 

 
35,337

Net cash (used by) provided by financing activities
(393,320
)
 
(381,536
)
 
225,000

 
(549,856
)
Effect of exchange rate changes on cash and cash equivalents
(4,155
)
 
122

 

 
(4,033
)
Net (decrease) increase in cash and cash equivalents
$
(217,421
)
 
$
(238,033
)
 
$

 
$
(455,454
)
Cash and cash equivalents:
 
 
 
 
 
 
 
Cash and cash equivalents—beginning of period
$
943,330

 
$
583,620

 
$

 
$
1,526,950

Net (decrease) increase in cash and cash equivalents
(217,421
)
 
(238,033
)
 

 
(455,454
)
Cash and cash equivalents—end of period
$
725,909

 
$
345,587

 
$

 
$
1,071,496



39

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Harley-Davidson, Inc. is the parent company of the groups of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). HDMC produces heavyweight cruiser and touring motorcycles. HDMC manufactures five families of motorcycles: Touring, Dyna®, Softail®, Sportster® and V-Rod®. HDFS provides wholesale and retail financing and insurance programs primarily to Harley-Davidson dealers and customers.
The Company operates in two business segments: Motorcycles & Related Products (Motorcycles) and Financial Services (Financial Services). The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately based on the fundamental differences in their operations.
The “% Change” figures included in the “Results of Operations” section were calculated using unrounded dollar amounts and may differ from calculations using the rounded dollar amounts presented.
Overview
The Company’s net income was $271.7 million, or $1.21 per diluted share, for the second quarter of 2013 compared to $247.3 million, or $1.07 per diluted share, in the second quarter of 2012. Operating income from Motorcycles was up $48.1 million or 15.5% from last year’s second quarter driven by an increase in wholesale shipments, higher gross margin and lower restructuring costs. Operating income from Financial Services in the second quarter of 2013 was $74.2 million, compared to $82.0 million in the year-ago quarter. The decrease in 2013 operating income was driven by a higher provision for credit losses as the 2012 provision for credit losses benefited from a credit loss allowance release. In the second quarter of 2013, financial services results reflected a lower cost of funds as compared to the prior year.
During the second quarter of 2013, worldwide independent dealer retail sales of new Harley-Davidson motorcycles increased 5.2% compared to the same period in 2012, including a 4.4% increase in the U.S. and a 6.7% increase in international markets. In the U.S., retail sales growth improved in the second quarter of 2013 after being down 12.7% in the first quarter due to the strength of last year's first quarter, which the Company believes benefited from an abnormally mild and early spring season across the U.S. in 2012. Despite the improvement in U.S. retail sales, the Company believes retail sales during the second quarter of 2013 were negatively impacted by cooler and wetter than normal weather conditions in much of the U.S.
Internationally, retail sales growth also improved in the second quarter after being down 1.8% in the first quarter of 2013. In the second quarter of 2013, retail sales were up 12.3% in the Asia Pacific region, 39.2% in the Latin America region, 3.6% in Canada and 1.0% in the Europe, Middle East and Africa (EMEA) region. EMEA retail sales were up despite continued weak economic conditions in Europe.
(1)
Note Regarding Forward-Looking Statements
The Company intends that certain matters discussed in this report are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by reference to this footnote or because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” or “estimates” or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this report. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this report, including under the caption “Cautionary Statements” and in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this report are made only as of the date of the filing of this report (August 8, 2013), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.




40

Table of Contents

Outlook(1) 
On July 25, 2013 the Company provided the following information concerning its expectations for the remainder of 2013.
Looking forward, the Company expects performance in the second half of 2013 to benefit from significantly improved product availability relative to the second half of 2012, the introduction of a very exciting line of model year 2014 motorcycles in August 2013, and relatively low 2012 second-half retail sales comparisons. Retail sales in the second half of 2012 were up modestly, increasing 2.3%, relative to the second half of 2011. As a result, the Company reaffirmed its expectation to ship 259,000 to 264,000 Harley-Davidson motorcycles to dealers and distributors worldwide in 2013. In addition, the Company announced that its full-year shipment estimate includes expected shipments of 51,000 to 56,000 motorcycles in the third quarter of 2013, in line with shipments in the third quarter of 2012 of 52,793 motorcycles.
However, based on the Company's belief that retail sales during the second quarter of 2013 were negatively impacted by cooler and wetter than normal weather conditions in much of the U.S., the Company estimates that a portion of the 2013 volume that was lost in the second quarter will not be recovered by the end of 2013. Consequently, this will put pressure on the Company's ability to reach the high end of its shipment guidance. The Company also continues to remain cautious about the U.S. economy and the ongoing economic challenges in Europe. The European economy continues to experience low consumer confidence, high unemployment and constrained credit.
The Company re-affirmed its 2013 full-year gross margin expectation to be between 35.25% and 36.25%.
The Company continues to believe that operating income from financial services in 2013 will be modestly lower than 2012 as the business benefited from approximately $17 million in credit loss allowance releases in 2012 which may not repeat in 2013. The Company also expects that increased competition will continue to put pressure on HDFS' operating income in 2013. Additionally, the Company expects modestly higher credit losses in 2013 due to lower recoveries resulting from lower charge-offs in prior periods, changing consumer behavior and HDFS' funding of additional prudently structured near-prime and sub-prime loans. Finally, key benchmark interest rates increased sharply during the second quarter of 2013. The Company believes HDFS is well-positioned for a changing interest rate environment given its diversified funding portfolio which should delay the full impact of interest rate increases over several years. The Company expects only a minimal impact from changes in key benchmark interest rates in 2013, but that rising interest rates will result in some compression of HDFS operating margins over time.
The Company continues to expect its full-year 2013 effective tax rate to be approximately 34.8%. This guidance excludes the effect of any potential future nonrecurring adjustments such as changes in tax legislation or audit settlements which are recorded as discrete items in the period in which they are settled.
Finally, the Company confirmed its 2013 full-year capital expenditure estimate of $200 million to $220 million.
Restructuring Activities(1) 
2011 Restructuring Plan
In December 2011, the Company made a decision to cease operations at New Castalloy, its Australian subsidiary and producer of cast motorcycle wheels and wheel hubs, and source those components through other existing suppliers by the end of 2013. Since 2011, the Company has successfully transitioned a significant amount of wheel production to other existing suppliers. However, during the second quarter of 2013 the Company made a decision to retain limited operations at New Castalloy focused on the production of certain complex, high-finish wheels in a cost-effective and competitive manner. The Company also entered into a new agreement with the unionized labor force at New Castalloy.
In connection with the modified 2011 New Castalloy restructuring plan, the New Castalloy workforce will be reduced by approximately 100 employees, leaving approximately 100 remaining employees to support the ongoing operations.. The original plan would have resulted in a workforce reduction of approximately 200 employees.
In February 2011, the Company’s unionized employees at its facility in Kansas City, Missouri (Kansas City) ratified a new seven-year labor agreement. The new agreement took effect on August 1, 2011. The new contract is similar to the labor agreements ratified at the Company’s Wisconsin facilities in September 2010 and its York production facility in December 2009 and allows for similar flexibility, increased production efficiency and the addition of a flexible workforce component.

The 2011 Kansas City restructuring plan results in approximately 145 fewer full-time hourly unionized employees in its Kansas City facility than would be required under the previous contract. The Company expects all actions related to the 2011 Kansas City Restructuring Plan to be completed by the end of 2013.
2010 Restructuring Plan

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In September 2010, the Company’s unionized employees in Wisconsin ratified three separate new seven-year labor agreements which took effect in April 2012 when the prior contracts expired. The new contracts are similar to the labor agreement ratified at the York facility in December 2009 and allow for similar flexibility, increased production efficiency and the addition of a flexible workforce component.
The 2010 restructuring plan results in approximately 250 fewer full-time hourly unionized employees in its Milwaukee-area facilities than would be required under the previous contract and approximately 75 fewer full-time hourly unionized employees in its Tomahawk, Wisconsin facility than would be required under the previous contract. The Company expects all actions related to the 2010 Restructuring Plan to be completed by the end of 2013.
2009 Restructuring Plan
During 2009, in response to the U.S. economic recession and worldwide slowdown in consumer demand, the Company committed to a volume reduction and a combination of restructuring actions expected to be completed at various dates between 2009 and 2013. The actions were designed to reduce administrative costs, eliminate excess capacity and exit non-core business operations. The Company’s announced actions include the restructuring and transformation of the York facility including the implementation of a new more flexible unionized labor agreement which allows for the addition of a flexible workforce component; consolidation of facilities related to engine and transmission production; outsourcing of certain distribution and transportation activities and exiting the Buell product line. In addition, the Company implemented projects under this plan involving the outsourcing of select information technology activities and the consolidation of an administrative office in Michigan into its corporate headquarters in Milwaukee, Wisconsin.
The 2009 restructuring plan results in a reduction of approximately 2,700 to 2,900 hourly production positions and approximately 800 non-production, primarily salaried positions within the Motorcycles segment and approximately 100 salaried positions in the Financial Services segment. The Company expects all actions related to the 2009 Restructuring Plan to be completed by the end of 2013.
Restructuring Costs and Savings
During the first half of 2013, the Company incurred a $2.4 million restructuring benefit related to its combined restructuring plan activities. This includes approximately $5 million of benefit related to restructuring reserves released in the second quarter of 2013 in connection with the decision to retain a limited operation at the New Castalloy facility, as described above. The 2013 benefit is a slight offset to $484.3 million in restructuring and impairment expense incurred in prior years since the restructuring activities were initiated in 2009. On July 25, 2013, the Company provided a revised estimate for restructuring expenses related to its combined restructuring plan activities that it expects to incur from 2009 to 2013 of $485 million. The revised estimate reflects the impact of the Company's modified plan for New Castalloy. The Company continues to expect approximately 35% of those amounts to be non-cash. The estimated restructuring expense includes an estimate that the Company will incur $3 million of restructuring expenses in 2013 which was revised from the previous estimate of $13 million.The Company has realized or estimates that it will realize cumulative savings from these restructuring activities, measured against 2008, as follows:

2009—$91 million (91% operating expense and 9% cost of sales) (actual);
2010—$172 million (64% operating expense and 36% cost of sales) (actual);
2011—$217 million (51% operating expense and 49% cost of sales) (actual);
2012—$280 million (42% operating expense and 58% cost of sales) (actual);
2013—$305 million (approximately 40% operating expense and approximately 60% cost of sales) (estimated); and
Ongoing annually upon completion—$320 million (approximately 35% operating expense and approximately 65% cost of sales) (estimated).



42

Table of Contents

Results of Operations for the Three Months Ended June 30, 2013
Compared to the Three Months Ended July 1, 2012
Consolidated Results
 
 
Three months ended
 
 
 
 
(in thousands, except earnings per share)
June 30,
2013
 
July 1,
2012
 
Increase (Decrease)
 
% Change
Operating income from motorcycles & related products
$
357,665

 
$
309,559

 
$
48,106

 
15.5
 %
Operating income from financial services
74,156

 
81,954

 
(7,798
)
 
(9.5
)
Operating income
431,821

 
391,513

 
40,308

 
10.3

Investment income
1,770

 
2,231

 
(461
)
 
(20.7
)
Interest expense
11,238

 
11,595

 
(357
)
 
(3.1
)
Income before income taxes
422,353

 
382,149

 
40,204

 
10.5

Provision for income taxes
150,614

 
134,899

 
15,715

 
11.6

Net income
$
271,739

 
$
247,250

 
$
24,489

 
9.9
 %
Diluted earnings per share
$
1.21

 
$
1.07

 
$
0.14

 
13.1
 %
Consolidated operating income was up 10.3% in the second quarter of 2013 led by an increase in operating income from the Motorcycles segment which improved by $48.1 million, or 15.5%, compared to the second quarter of 2012. Operating income from the Financial Services segment was lower during the second quarter of 2013 compared to the second quarter of 2012, decreasing $7.8 million or 9.5%. Please refer to the “Motorcycles and Related Products Segment” and “Financial Services Segment” discussions following for a more detailed discussion of the factors affecting operating income.
The effective income tax rate for the second quarter of 2013 was 35.7% compared to 35.3% for the second quarter of 2012.
Diluted earnings per share was $1.21 in the second quarter of 2013, up 13.1% over the same period in the prior year. The increase in diluted earnings per share was driven primarily by the 9.9% increase in net income, but also benefited from lower diluted weighted average shares outstanding. Diluted weighted average shares outstanding decreased from 230.9 million in the second quarter of 2012 to 224.5 million in the second quarter of 2013, driven by the Company's repurchase of common stock since 2012. Please refer to "Liquidity and Capital Resources" for additional information concerning the Company's share repurchase activity.


43

Table of Contents



Harley-Davidson Motorcycle Worldwide Retail Sales(a) 
Worldwide independent dealer retail sales of Harley-Davidson motorcycles increased 5.2% during the second quarter of 2013 compared to the second quarter of 2012. Retail sales of Harley-Davidson motorcycles increased 4.4% in the United States and increased 6.7% internationally in the quarter. Sales increased 3.6%, 12.3% and 39.2% in Canada, the Asia Pacific Region and Latin America Region, respectively. Asia Pacific Region growth was driven by Japan and emerging markets, and Latin America Region growth was driven by Brazil and Mexico. Sales in the second quarter of 2013 in EMEA increased 1.0% compared to the prior year period, driven by strength in the United Kingdom, Switzerland and France, partially offset by continued softness in Southern Europe, especially Spain and Italy.
The following table includes retail unit sales of Harley-Davidson motorcycles:
 
Three months ended
 
 
 
 
 
June 30,
2013
 
June 30,
2012
 
Increase
(Decrease)
 
%
Change
North America Region
 
 
 
 
 
 
 
United States
58,241

 
55,761

 
2,480

 
4.4
%
Canada
5,058

 
4,881

 
177

 
3.6
%
Total North America Region
63,299

 
60,642

 
2,657

 
4.4
%
Europe, Middle East and Africa Region (EMEA)
 
 
 
 
 
 
 
Europe(b)
14,669

 
14,639

 
30

 
0.2
%
Other
1,929

 
1,797

 
132

 
7.3
%
Total Europe Region
16,598

 
16,436

 
162

 
1.0
%
Asia Pacific Region
 
 
 
 
 
 
 
Japan
3,174

 
2,898

 
276

 
9.5
%
Other
4,019

 
3,509

 
510

 
14.5
%
Total Asia Pacific Region
7,193

 
6,407

 
786

 
12.3
%
Latin America Region
3,103

 
2,229

 
874

 
39.2
%
Total Worldwide Retail Sales
90,193

 
85,714

 
4,479

 
5.2
%
 
(a)
Data source for retail sales figures shown above is new sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales and this information is subject to revision. Only Harley-Davidson motorcycles are included in the table above.
(b)
Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.


44

Table of Contents

Motorcycles & Related Products Segment
Motorcycle Unit Shipments
The following table includes wholesale motorcycle unit shipments for the Motorcycles segment:
 
Three months ended
 
 
 
 
 
June 30, 2013
 
July 1, 2012
 
Unit
 
Unit
 
Units
 
Mix %
 
Units
 
Mix %
 
Increase (Decrease)
 
%
Change
United States
57,070

 
67.5
%
 
56,674

 
67.9
%
 
396

 
0.7
 %
International
27,536

 
32.5
%
 
26,828

 
32.1
%
 
708

 
2.6

Harley-Davidson motorcycle units
84,606

 
100.0
%
 
83,502

 
100.0
%
 
1,104

 
1.3
 %
Touring motorcycle units
32,384

 
38.3
%
 
32,218

 
38.6
%
 
166

 
0.5
 %
Custom motorcycle units(a)
35,315

 
41.7
%
 
33,139

 
39.7
%
 
2,176

 
6.6

Sportster motorcycle units
16,907

 
20.0
%
 
18,145

 
21.7
%
 
(1,238
)
 
(6.8
)
Harley-Davidson motorcycle units
84,606

 
100.0
%
 
83,502

 
100.0
%
 
1,104

 
1.3
 %
 
(a)
Custom motorcycle units, as used in this table, include Dyna, Softail, VRSC and CVO models.

During the second quarter of 2013, the Company successfully completed its first year of seasonal surge manufacturing at its York facility. Surge production involves the use of a seasonal workforce to increase the production of motorcycles ahead of and during the peak selling season to better match customer demand.

The Company shipped 84,606 Harley-Davidson motorcycles worldwide during the second quarter of 2013, which was 1.3% higher than the second quarter of 2012 and in line with Company expectations. Shipments of custom motorcycles as a percentage of total shipments increased in the second quarter of 2013 compared to the prior year while shipments of Sportster motorcycles and, to a lesser extent, touring motorcycles as a percentage of total shipments declined.
U.S. dealer retail inventory was 11,300 units higher at the end of the second quarter of 2013 compared to the same time last year. The Company believes the overall retail inventory level is appropriate to bridge dealers to the launch of model year 2014 motorcycles in August 2013. The Company expects retail inventory, on a year-over-year basis, to be higher in the third quarter of 2013 but lower in the fourth quarter of 2013 in advance of the Company's anticipated implementation of surge manufacturing capabilities at its Kansas City facility in 2014.(1) 

Segment Results
The following table includes the condensed statements of operations for the Motorcycles segment (in thousands):
 
Three months ended
 
 
 
 
 
June 30, 2013
 
July 1, 2012
 
Increase
(Decrease)
 
%
Change
Revenue:
 
 
 
 
 
 
 
Motorcycles
$
1,274,882

 
$
1,223,776

 
$
51,106

 
4.2
 %
Parts & Accessories
269,588

 
265,574

 
4,014

 
1.5

General Merchandise
81,700

 
75,137

 
6,563

 
8.7

Other
5,296

 
4,560

 
736

 
16.1

Total revenue
1,631,466

 
1,569,047

 
62,419

 
4.0

Cost of goods sold
1,029,596

 
1,005,230

 
24,366

 
2.4

Gross profit
601,870

 
563,817

 
38,053

 
6.7

Selling & administrative expense
212,325

 
216,726

 
(4,401
)
 
(2.0
)
Engineering expense
37,177

 
31,312

 
5,865

 
18.7

Restructuring expense
(5,297
)
 
6,220

 
(11,517
)
 
NM

Operating expense
244,205

 
254,258

 
(10,053
)
 
(4.0
)
Operating income from motorcycles
$
357,665

 
$
309,559

 
$
48,106

 
15.5
 %

45

Table of Contents

The following table includes the estimated impact of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the second quarter of 2012 to the second quarter of 2013 (in millions):
 
Net
Revenue
 
Cost of
Goods Sold
 
Gross
Profit
July 1, 2012
$
1,569.0

 
$
1,005.2

 
$
563.8

Volume
34.6

 
24.8

 
9.8

Price
13.3

 
0.5

 
12.8

Foreign currency exchange rates and hedging
(13.8
)
 
(0.4
)
 
(13.4
)
Product mix
28.4

 
13.0

 
15.4

Raw material prices

 
(3.0
)
 
3.0

Manufacturing costs

 
(10.5
)
 
10.5

Total
62.5

 
24.4

 
38.1

June 30, 2013
$
1,631.5

 
$
1,029.6

 
$
601.9


The following factors affected the comparability of net revenue, cost of goods sold and gross profit from the second quarter of 2012 to the second quarter of 2013:

Volume increases were driven by the increase in wholesale shipments.
On average, wholesale prices on the Company’s 2013 model-year motorcycles are higher than the prior model year resulting in the favorable impact on revenue and gross profit during the period.
Foreign currency exchange rates during the second quarter of 2013 resulted in a negative impact on net revenue. In addition, cost of goods sold was negatively impacted by unfavorable losses related to foreign currency hedging. The Company expects downward pressure on gross margins in the third quarter of 2013 as a result of currency devaluation in most of its key foreign currencies.(1)
Shipment mix changes positively impacted net revenue and gross profit as a result of a positive mix shift between motorcycle families as compared to the same period last year.
Raw material prices were lower in the second quarter of 2013 relative to the second quarter of 2012 primarily due to lower metals prices.
Manufacturing costs in the second quarter of 2013 benefited from restructuring savings, lower temporary inefficiencies and a lower fixed cost per unit as a result of higher production volumes compared to the same period in 2012.
Operating expenses were lower during the second quarter of 2013 compared to the second quarter of 2012 driven by lower restructuring expense and lower selling and administrative expense, partially offset by higher engineering expense. The lower selling and administrative expense was primarily due to lower warranty and recall expense partially offset by higher spending in support of the Company’s growth initiatives. The Company continues to expect selling and administrative and engineering expense to increase on a year-over-year basis in 2013 and 2014, as it continues to invest in growth initiatives, but decrease as a percent of revenue through 2014.(1)  
The decrease in restructuring costs was driven by a restructuring reserve release of approximately $5 million recorded in connection with the decision to retain a limited operation at the New Castalloy facility, as described in "Restructuring Activities" above. For further information regarding the Company’s previously announced restructuring activities, refer to Note 4 of Notes to Condensed Consolidated Financial Statements.
Financial Services Segment
Segment Results
The following table includes the condensed statements of operations for the Financial Services segment (in thousands):

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Three months ended
 
 
 
 
 
June 30, 2013
 
July 1, 2012
 
(Decrease)
Increase
 
%
Change
Interest income
$
144,784

 
$
144,830

 
$
(46
)
 
 %
Other income
18,057

 
15,783

 
2,274

 
14.4

Financial services revenue
162,841

 
160,613

 
2,228

 
1.4

Interest expense
45,506

 
48,712

 
(3,206
)
 
(6.6
)
Provision for credit losses
11,297

 
(5,259
)
 
16,556

 
NM

Operating expenses
31,882

 
35,206

 
(3,324
)
 
(9.4
)
Financial services expense
88,685

 
78,659

 
10,026

 
12.7

Operating income from financial services
$
74,156

 
$
81,954

 
$
(7,798
)
 
(9.5
)%

Interest expense for the second quarter of 2013 was lower primarily due to a more favorable cost of funds, partially offset by a $4.9 million loss on the extinguishment of medium-term notes. The provision for credit losses increased $16.6 million in the second quarter of 2013 due in part to higher retail credit losses primarily resulting from lower recoveries as a result of fewer charge-offs in prior periods. In addition, the provision for credit losses in 2012 benefited from credit loss allowance releases. Operating expenses were $3.3 million lower due primarily to lower employee-related and other costs.
Changes in the allowance for credit losses on finance receivables were as follows (in thousands):
 
Three months ended
 
June 30,
2013
 
July 1,
2012
Balance, beginning of period
$
106,792

 
$
122,503

Provision for finance credit losses
11,297

 
(5,259
)
Charge-offs
(18,166
)
 
(17,054
)
Recoveries
11,401

 
14,058

Balance, end of period
$
111,324

 
$
114,248

At June 30, 2013, the allowance for credit losses on finance receivables was $7.6 million for wholesale receivables and $103.8 million for retail receivables. At July 1, 2012, the allowance for credit losses on finance receivables was $8.1 million for wholesale receivables and $106.2 million for retail receivables.
HDFS’ periodic evaluation of the adequacy of the allowance for credit losses on finance receivables is generally based on HDFS’ past loan loss experience, known and inherent risks in the portfolio, current economic conditions and the estimated value of any underlying collateral.




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Table of Contents

Results of Operations for the Six Months Ended June 30, 2013
Compared to the Six Months Ended July 1, 2012
Consolidated Results
 
Six months ended
 
 
 
 
(in thousands, except earnings per share)
June 30, 2013
 
July 1, 2012
 
Increase
(Decrease)
 
%
Change
Operating income from motorcycles & related products
$
634,426

 
$
517,623

 
$
116,803

 
22.6
 %
Operating income from financial services
145,701

 
149,348

 
(3,647
)
 
(2.4
)
Operating income
780,127

 
666,971

 
113,156

 
17.0

Investment income
3,385

 
4,164

 
(779
)
 
(18.7
)
Interest expense
22,629

 
23,090

 
(461
)
 
(2.0
)
Income before income taxes
760,883

 
648,045

 
112,838

 
17.4

Provision for income taxes
265,015

 
228,760

 
36,255

 
15.8

Net income
$
495,868

 
$
419,285

 
$
76,583

 
18.3
 %
Diluted earnings per share
$
2.20

 
$
1.81

 
$
0.39

 
21.5
 %
Consolidated operating income was up 17.0% in the first six months of 2013 led by an increase in operating income from the Motorcycles segment which improved by $116.8 million , or 22.6%, compared to the first six months of 2012. Operating income for the Financial Services segment decreased by $3.6 million during the first six months of 2013 compared to the first six months of 2012. Please refer to the “Motorcycles and Related Products Segment” and “Financial Services Segment” discussions following for a more detailed discussion of the factors affecting operating income.
The effective income tax rate for the first half of 2013 was 34.8% compared to 35.3% for the first half of 2012. The Company's 2013 effective tax rate was favorably impacted by the reinstatement of the U.S. Federal Research and Development tax credit with the enactment of the American Taxpayer Relief Act of 2012 at the beginning of 2013. During the first six months of 2013, the Company recorded the benefits of the Research and Development tax credit for the full year of 2012 and for the first half of 2013.
Diluted earnings per share was $2.20 in the first six months of 2013, up 21.5% over the same period in the prior year. The increase in diluted earnings per share was driven primarily by the 18.3% increase in net income, but also benefited from lower diluted weighted average shares outstanding. Diluted weighted average shares outstanding decreased from 231.1 million in the first six months of 2012 to 225.3 million in the first six months of 2013, driven by the Company's repurchase of common stock since 2012. Please refer to "Liquidity and Capital Resources" for additional information concerning the Company's share repurchase activity.



48

Table of Contents

Motorcycles Retail Sales and Registration Data
Worldwide independent dealer retail sales of Harley-Davidson motorcycles decreased 0.6% during the first half of 2013 compared to the first half of 2012. Retail sales of Harley-Davidson motorcycles decreased 2.7% in the United States and increased 3.3% internationally in the first half of 2013. The Company believes first-half U.S. retail sales were adversely impacted by the prolonged and abnormally cool and wet spring in 2013, compared to an abnormally early and warm spring in 2012. International retail sales continue to be adversely impacted by the difficult economic environment in Europe offset by continued growth in the Asia Pacific and Latin America Regions. On an industry-wide basis, retail sales in the heavyweight (601+cc) portion of the market were down 6.2% in the United States and down 9.0% in Europe for the six months ended June 30, 2013 when compared to the same period in 2012.

Worldwide Harley-Davidson Motorcycle Retail Sales(a) 
The following table includes retail unit sales of Harley-Davidson motorcycles:

 
Six months ended
 
 
 
 
 
6/30/2013
 
6/30/2012
 
Increase
(Decrease)
 
%
Change
North America Region
 
 
 
 
 
 
 
United States
92,947

 
95,523

 
(2,576
)
 
(2.7
)%
Canada
7,117

 
6,948

 
169

 
2.4

Total North America Region
100,064

 
102,471

 
(2,407
)
 
(2.3
)
Europe, Middle East and Africa Region (EMEA)
 
 
 
 
 
 
 
Europe(b)
22,369

 
23,521

 
(1,152
)
 
(4.9
)
Other
3,412

 
3,209

 
203

 
6.3

Total Europe Region
25,781

 
26,730

 
(949
)
 
(3.6
)
Asia Pacific Region
 
 
 
 
 
 
 
Japan
5,347

 
4,974

 
373

 
7.5

Other
7,804

 
6,776

 
1,028

 
15.2

Total Asia Pacific Region
13,151

 
11,750

 
1,401

 
11.9

Latin America Region
5,451

 
4,440

 
1,011

 
22.8

Total Worldwide Retail Sales
144,447

 
145,391

 
(944
)
 
(0.6
)%
 
(a)
Data source for retail sales figures shown above is new sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales and this information is subject to revision.
(b)
Includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.


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Table of Contents

Heavyweight Motorcycle Registration Data(a) 
The following table includes industry retail motorcycle registration data:
 
Six months ended
 
 
 
 
 
6/30/2013
 
6/30/2012
 
Decrease
 
%
Change
United States(b)
170,379

 
181,569

 
(11,190
)
 
(6.2
)%
 
Six months ended
 
 
 
 
 
6/30/2013
 
6/30/2012
 
Decrease
 
%
Change
Europe(c)
183,041

 
201,138

 
(18,097
)
 
(9.0
)%
 
(a)
Heavyweight data includes street legal 601+cc models. Street legal 601+cc models include on-highway, dual purpose models and three-wheeled vehicles.
(b)
United States industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update.
(c)
Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data includes 601+cc models derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third-party data is subject to revision and update.
Motorcycles & Related Products Segment
Motorcycle Unit Shipments
The following table includes wholesale motorcycle unit shipments for the Motorcycles segment:
 
Six months ended
 
 
 
 
 
June 30, 2013
 
July 1, 2012
 
Unit
 
Unit
 
Units
 
Mix %
 
Units
 
Mix %
 
Increase (Decrease)
 
%
Change
United States
107,753

 
67.4
%
 
97,967

 
66.3
%
 
9,786

 
10.0
 %
International
52,075

 
32.6
%
 
49,798

 
33.7
%
 
2,277

 
4.6

Harley-Davidson motorcycle units
159,828

 
100.0
%
 
147,765

 
100.0
%
 
12,063

 
8.2
 %
Touring motorcycle units
63,716

 
39.8
%
 
59,376

 
40.2
%
 
4,340

 
7.3
 %
Custom motorcycle units(a)
65,617

 
41.1
%
 
57,711

 
39.1
%
 
7,906

 
13.7

Sportster motorcycle units
30,495

 
19.1
%
 
30,678

 
20.7
%
 
(183
)
 
(0.6
)
Harley-Davidson motorcycle units
159,828

 
100.0
%
 
147,765

 
100.0
%
 
12,063

 
8.2
 %
 
(a)
Custom motorcycle units, as used in this table, include Dyna, Softail, VRSC and CVO models.
The Company shipped 159,828 motorcycles worldwide during the first half of 2013, which was 8.2% higher than the first half of 2012. International shipments as a percent of the total were down compared to the first six months of 2012. Shipments of custom motorcycles as a percentage of total shipments increased in the first half of 2013 compared to the prior year while shipments of Sportster motorcycles and, to a lesser extent, touring motorcycles as a percentage of total shipments declined.


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Table of Contents

Segment Results
The following table includes the condensed statements of operations for the Motorcycles segment (in thousands):
 
Six months ended
 
 
 
 
 
June 30, 2013
 
July 1, 2012
 
Increase
(Decrease)
 
%
Change
Revenue:
 
 
 
 
 
 
 
Motorcycles
$
2,428,709

 
$
2,219,678

 
$
209,031

 
9.4
 %
Parts & Accessories
453,626

 
464,632

 
(11,006
)
 
(2.4
)
General Merchandise
153,844

 
149,743

 
4,101

 
2.7

Other
9,535

 
8,363

 
1,172

 
14.0

Total revenue
3,045,714

 
2,842,416

 
203,298

 
7.2

Cost of goods sold
1,924,402

 
1,822,089

 
102,313

 
5.6

Gross profit
1,121,312

 
1,020,327

 
100,985

 
9.9

Selling & administrative expense
414,895

 
423,719

 
(8,824
)
 
(2.1
)
Engineering expense
74,350

 
61,314

 
13,036

 
21.3

Restructuring expense
(2,359
)
 
17,671

 
(20,030
)
 
NM

Operating expense
486,886

 
502,704

 
(15,818
)
 
(3.1
)
Operating income from motorcycles
$
634,426

 
$
517,623

 
$
116,803

 
22.6
 %

The following table includes the estimated impact of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first half of 2012 to the first half of 2013 (in millions):
 
Net
Revenue
 
Cost of
Goods Sold
 
Gross
Profit
July 1, 2012
$
2,842.4

 
$
1,822.1

 
$
1,020.3

Volume
183.5

 
124.6

 
58.9

Price
23.2

 
0.5

 
22.7

Foreign currency exchange rates and hedging
(27.4
)
 
1.1

 
(28.5
)
Shipment mix
24.0

 
9.5

 
14.5

Raw material prices

 
(4.5
)
 
4.5

Manufacturing costs

 
(28.9
)
 
28.9

Total
203.3

 
102.3

 
101.0

June 30, 2013
$
3,045.7

 
$
1,924.4

 
$
1,121.3


The following factors affected the comparability of net revenue, cost of goods sold and gross profit from the first half of 2012 to first half of 2013:

Volume increases were driven by the increase in wholesale shipments partially offset by lower sales volumes for Parts and Accessories which were adversely impacted by the decrease in retail sales when compared to the same period last year.
On average, wholesale prices on the Company’s 2013 model-year motorcycles were higher than the prior model year resulting in a favorable impact on revenue and gross profit during the period.
Foreign currency exchange rates during the first six months of 2013 resulted in a negative impact on net revenue. In addition, cost of goods sold was negatively impacted by unfavorable losses related to foreign currency hedging.
Shipment mix changes positively impacted net revenue and gross profit as a result of a positive mix shift between motorcycle families as compared to the same period last year.
Raw material prices were slightly lower in the first half of 2013 relative to the first half of 2012.
Manufacturing costs in the first six months of 2013 benefited from restructuring savings, lower temporary inefficiencies and a lower fixed cost per unit as a result of higher production volumes compared to the same period in 2012.

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The net decrease in operating expense was primarily due to lower restructuring expense related to the Company's previously announced restructuring activities and lower selling and administrative expense partially offset by higher engineering expense. The lower selling and administrative expense was due in part to lower warranty and recall expense partially offset by higher spending in support of the Company’s growth initiatives. The decrease in restructuring costs was driven by a restructuring reserve release of approximately $5 million recorded in connection with the decision to retain a limited operation at the New Castalloy facility, as described in "Restructuring Activities" above. For further information regarding the Company’s previously announced restructuring activities, refer to Note 4 of Notes to Condensed Consolidated Financial Statements.
Financial Services Segment
Segment Results
The following table includes the condensed statements of operations for the Financial Services segment (in thousands):
 
Six months ended
 
 
 
 
 
June 30, 2013
 
July 1, 2012
 
(Decrease)
Increase
 
%
Change
Interest income
$
288,731

 
$
288,809

 
$
(78
)
 
 %
Other income
31,075

 
28,126

 
2,949

 
10.5

Financial services revenue
319,806

 
316,935

 
2,871

 
0.9

Interest expense
86,060

 
99,968

 
(13,908
)
 
(13.9
)
Provision for credit losses
24,407

 
3,754

 
20,653

 
550.2

Operating expenses
63,638

 
63,865

 
(227
)
 
(0.4
)
Financial services expense
174,105

 
167,587

 
6,518

 
3.9

Operating income from financial services
$
145,701

 
$
149,348

 
$
(3,647
)
 
(2.4
)%
Interest expense for the first six months of 2013 was lower primarily due to a more favorable cost of funds, partially offset by a $4.9 million loss on the extinguishment of medium-term notes during the six months ended June 30, 2013. The provision for credit losses increased $20.7 million in the first six months of 2013 due in part to higher retail credit losses primarily resulting from lower recoveries as a result of fewer charge-offs in prior periods. In addition, the provision for credit losses in 2012 benefited from credit loss allowance releases as compared to the first six months of 2012.
Annualized losses on HDFS' retail motorcycle loans were 0.80% through June 30, 2013 compared to 0.58% through July 1, 2012. The 30-day delinquency rate for retail motorcycle loans at June 30, 2013 increased to 2.75% from 2.68% at July 1, 2012. Annualized losses were higher due to lower recoveries as a result of fewer charge-offs in prior periods. Additionally, the increase in the retail motorcycle annualized losses and delinquency rate is reflective of HDFS' actions to modestly increase approval rates and fund additional prudently structured loans coupled with changing consumer behavior related to taking on additional debt.

Changes in the allowance for credit losses on finance receivables were as follows (in thousands):
 
Six months ended
 
June 30, 2013
 
July 1, 2012
Balance, beginning of period
$
107,667

 
$
125,449

Provision for credit losses
24,407

 
3,754

Charge-offs
(43,409
)
 
(42,906
)
Recoveries
22,659

 
27,951

Balance, end of period
$
111,324

 
$
114,248




Other Matters

52

Table of Contents


Contractual Obligations
The Company has updated its Contractual Obligations table as of June 30, 2013 to reflect the new projected principal and interest payments for the remainder of 2013 and beyond as follows (in thousands):
 
2013
 
2014 - 2015
 
2016 - 2017
 
Thereafter
 
Total
Principal payments on debt
$
722,828

 
$
2,247,362

 
$
1,553,328

 
$
1,012,853

 
$
5,536,371

Interest payments on debt
95,272

 
300,250

 
151,690

 
28,780

 
575,992

 
$
818,100

 
$
2,547,612

 
$
1,705,018

 
$
1,041,633

 
$
6,112,363

Interest obligations for floating rate instruments, as calculated above, assume rates in effect at June 30, 2013 remain constant.
As of June 30, 2013, there have been no other material changes to the Company’s summary of expected payments for significant contractual obligations under the caption “Contractual Obligations” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
Commitments and Contingencies
The Company is subject to lawsuits and other claims related to environmental, product and other matters. In determining required reserves related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The required reserves are monitored on an ongoing basis and are updated based on new developments or new information in each matter.

Environmental Protection Agency Notice
In December 2009, the Company received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company promptly submitted written responses to the EPA’s inquiry and engaged in discussions with the EPA. It is possible that a result of the EPA’s investigation will be some form of enforcement action by the EPA that will seek a fine or other relief. However, at this time the Company does not know and cannot reasonably estimate the impact of any remedies the EPA might seek.
York Environmental Matters:
The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including an ongoing site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy. The Agreement calls for the Navy and the Company to contribute amounts into a trust equal to 53% and 47%, respectively, of future costs associated with environmental investigation and remediation activities at the York facility (Response Costs). The trust administers the payment of the Response Costs incurred at the York facility as covered by the Agreement.
In February 2002, the Company was advised by the EPA that it considers some of the Company’s remediation activities at the York facility to be subject to the EPA’s corrective action program under the Resource Conservation and Recovery Act (RCRA) and offered the Company the option of addressing corrective action under a RCRA facility lead agreement. In July 2005, the York facility was designated as the first site in Pennsylvania to be addressed under the “One Cleanup Program.” The program provides a more streamlined and efficient oversight of voluntary remediation by both PADEP and EPA and will be carried out consistent with the Agreement with the Navy. As a result, the RCRA facility lead agreement has been superseded.
The Company estimates that its share of the future Response Costs at the York facility will be approximately $3.4 million and has established a reserve for this amount which is included in accrued liabilities in the Condensed Consolidated Balance Sheets(1). As noted above, the RI/FS is still underway and given the uncertainty that exists concerning the nature and scope of

53

Table of Contents

additional environmental investigation and remediation that may ultimately be required under the RI/FS or otherwise at the York facility, we are unable to make a reasonable estimate of those additional costs, if any, that may result.
The estimate of the Company’s future Response Costs that will be incurred at the York facility is based on reports of independent environmental consultants retained by the Company, the actual costs incurred to date and the estimated costs to complete the necessary investigation and remediation activities. Response Costs are expected to be paid primarily over a period of several years ending in 2017 although certain Response Costs may continue for some time beyond 2017.
Product Liability Matters:
The Company is involved in product liability lawsuits related to the operation of its business. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated. The Company also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and that product liability will not have a material adverse effect on the Company’s consolidated financial statements.


Liquidity and Capital Resources as of June 30, 2013(1) 
Over the long-term, the Company expects that its business model will continue to generate cash that will allow it to invest in the business, fund future growth opportunities and return value to shareholders. The Company believes the Motorcycles operations will continue to be primarily funded through cash flows generated by operations. The Financial Services operations have been funded with unsecured debt, unsecured commercial paper, asset-backed commercial paper conduit facilities and committed unsecured bank facilities and through the term asset-backed securitization market.
The Company’s strategy is to maintain a minimum of twelve months of its projected liquidity needs through a combination of cash and marketable securities and availability under credit facilities. The following table summarizes the Company’s cash and marketable securities and availability under credit facilities (in thousands):
 
June 30, 2013
Cash and cash equivalents
$
1,300,690

Marketable securities
133,631

Total cash and cash equivalents and marketable securities
1,434,321

Global credit facilities
824,255

Asset-backed U.S. commercial paper conduit facility(a)
600,000

Asset-backed Canadian commercial paper conduit facility(b)
14,871

Total availability under credit facilities
1,439,126

Total
$
2,873,447

 
(a)
The U.S. commercial paper conduit facility expires on September 13, 2013. The Company anticipates that it will renew this facility prior to expiration.(1) 
(b)
The Canadian commercial paper conduit facility expires on June 30, 2014 and is limited to Canadian denominated borrowings. The Company anticipates that it will renew this facility prior to expiration.(1) 
The Company recognizes that it must continue to monitor and adjust to changes in the lending environment for its Financial Services operations. The Company intends to continue with a diversified funding profile through a combination of short-term and long-term funding vehicles and to pursue a variety of sources to obtain cost-effective funding. The Financial Services operations could be negatively affected by higher costs of funding and increased difficulty of raising, or potential unsuccessful efforts to raise, funding in the short-term and long-term capital markets. These negative consequences could in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital, reduced funds available through its Financial Services operations to provide loans to independent dealers and their retail customers, and dilution to existing shareholders through the use of alternative sources of capital.


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Table of Contents

Cash Flow Activity
The following table summarizes the cash flow activity for the periods indicated (in thousands):
 
Six months ended
 
June 30, 2013
 
July 1, 2012
Net cash provided by operating activities
$
389,677

 
$
288,242

Net cash used by investing activities
(289,461
)
 
(189,807
)
Net cash provided by (used by) financing activities
150,490

 
(549,856
)
Effect of exchange rate changes on cash and cash equivalents
(18,154
)
 
(4,033
)
Net increase (decrease) in cash and cash equivalents
$
232,552

 
$
(455,454
)
Operating Activities
The increase in cash provided by operating activities for the first six months of 2013 compared to the first six months of 2012 was primarily due to increased earnings and favorable changes in working capital. The favorable change in working capital was due in part to the utilization of a prepaid income tax balance during the first six months of 2013 that was established in 2012. In addition, cash provided by operating activities was impacted in both 2013 and 2012 by voluntary contributions to the Company’s pension plans of $175.0 million and $200.0 million, respectively. No additional contributions to qualified pension plans are required in 2013. The Company expects it will continue to make on-going contributions related to current benefit payments for SERPA and postretirement healthcare plans.

Investing Activities
The Company’s investing activities consist primarily of capital expenditures, net changes in finance receivables and short-term investment activity. Capital expenditures were $66.6 million in the first six months of 2013 compared to $60.1 million in the same period last year. Net cash flows from finance receivables for the first six months of 2013 were $82.8 million lower than in the same period last year as a result of an increase in retail motorcycle loan originations during the first six months of 2013. A net increase in cash in-flows related to marketable securities during the first six months of 2012 resulted in lower investing cash flows of approximately $17 million in the first six months of 2013.
Financing Activities
The Company’s financing activities consist primarily of share repurchases, dividend payments and debt activity. Cash outflows from share repurchases were $208.7 million in the first six months of 2013 compared to $172.7 million for the same period last year. Share repurchases during the first six months of 2013 included 3.9 million shares of common stock related to discretionary share repurchases as well as shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock awards. Share repurchases during the first six months of 2012 included 3.6 million shares of common stock related to discretionary share repurchases as well as shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock awards. As of June 30, 2013, there were 12.2 million shares remaining on a board-approved share repurchase authorizations.
The Company paid dividends of $0.420 and $0.310 per share totaling $94.2 million and $71.6 million during the first six months of 2013 and 2012, respectively.
Financing cash flows related to debt activity resulted in net cash inflows of $436.4 million in the first six months of 2013 compared to net cash outflows of $397.6 million in the first six months of 2012. The Company’s total outstanding debt consisted of the following (in thousands):

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June 30, 2013
 
July 1, 2012
Global credit facilities
$

 
$
143,792

Unsecured commercial paper
525,745

 
845,868

Asset-backed Canadian commercial paper conduit facility
175,229

 

Medium-term notes
2,858,638

 
2,698,359

Senior unsecured notes
303,000

 
303,000

Term asset-backed securitization debt
1,673,759

 
1,339,232

Total debt
$
5,536,371

 
$
5,330,251

To access the debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings. Generally, lower credit ratings result in higher borrowing costs and reduced access to debt capital markets. A credit rating agency may change or withdraw the Company’s ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. The Company’s short-term debt ratings affect its ability to issue unsecured commercial paper. The Company’s short- and long-term debt ratings as of June 30, 2013 were as follows:

 
Short-Term
  
Long-Term
  
Outlook
Moody’s
P2
  
Baa1
  
Positive
Standard & Poor’s
A2
  
BBB+
  
Positive
Fitch(1)
F2
  
A-
  
Stable
 
(1) On July 19, 2013 Fitch upgraded its outlook from stable to positive.
Global Credit Facilities – On April 13, 2012, the Company, along with HDFS, entered into a $675.0 million five-year credit facility that matures in April 2017. The Company and HDFS also have a $675.0 million four-year credit facility which matures in April 2015. The five-year credit facility and the four-year credit facility (together, the Global Credit Facilities) bear interest at various variable interest rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based upon the average daily unused portion of the aggregate commitments under the Global Credit Facilities. The Global Credit Facilities are committed facilities and primarily used to support HDFS’ unsecured commercial paper program.
Unsecured Commercial Paper – Subject to limitations, HDFS could issue unsecured commercial paper of up to $1.35 billion as of June 30, 2013 supported by Global Credit Facilities discussed above. Outstanding unsecured commercial paper may not exceed the unused portion of the Global Credit Facilities. Maturities may range up to 365 days from the issuance date. HDFS intends to repay unsecured commercial paper as it matures with additional unsecured commercial paper or through other means, such as borrowing under the Global Credit Facilities, borrowing under its asset-backed U.S. commercial paper conduit facility or through the use of operating cash flow.(1) 
Medium-Term Notes – The Company had the following medium-term notes (collectively, the Notes) issued and outstanding at June 30, 2013 (in thousands):
Principal Amount
 
Rate
 
Issue Date
 
Maturity Date
$500,000
 
5.75%
 
November 2009
 
December 2014
$600,000
 
1.15%
 
September 2012
 
September 2015
$450,000
 
3.875%
 
March 2011
 
March 2016
$400,000
 
2.70%
 
January 2012
 
March 2017
$910,511
 
6.80%
 
May 2008
 
June 2018
The Notes provide for semi-annual interest payments and principal due at maturity. During the second quarter of 2013, HDFS repurchased an aggregate of $23.0 million of its 6.80% medium-term notes which mature in June 2018. As a result, HDFS recognized in financial services interest expense $4.9 million in loss on the extinguishment of debt, which included unamortized discounts and fees. Unamortized discounts on the Notes reduced the balance by $1.9 million and $1.8 million at June 30, 2013 and July 1, 2012, respectively.
Senior Unsecured Notes – In February 2009, the Company issued $600.0 million of senior unsecured notes in an underwritten offering. The senior unsecured notes provide for semi-annual interest payments and principal due at maturity. The

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senior unsecured notes mature in February 2014 and have an annual interest rate of 15%. During the fourth quarter of 2010, the Company repurchased $297.0 million of the $600.0 million senior unsecured notes at a price of $380.8 million.
Asset-Backed Canadian Commercial Paper Conduit Facility – In June 2013, HDFS amended its Canadian bank-sponsored asset-backed commercial paper conduit facility (Canadian Conduit). The amended agreement has terms that are similar to those of the original agreement, entered into in August 2012, and is for the same amount. Under the agreement, the Canadian Conduit is contractually committed, at HDFS' option, to purchase from HDFS eligible Canadian retail motorcycle finance receivables for proceeds up to C$200 million. The terms for this facility provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$200 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, as of June 30, 2013, the Canadian Conduit has an expiration date of June 30, 2014. The contractual maturity of the debt is approximately 5 years.
During the second quarter of 2013, HDFS transferred $53.8 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of $47.1 million. During the second half of 2012, HDFS transferred $230.0 million of Canadian retail motorcycle finance receivables to the Canadian conduit for proceeds of $201.3 million. HDFS maintains effective control over any transferred assets and therefore the transactions do not meet accounting sale requirements under ASC Topic 860, "Transfers and Servicing". As such, any transactions are treated as secured borrowings. The transferred assets are restricted as collateral for the payment of the debt. At June 30, 2013, $199.3 million of finance receivables, net and $13.1 million of cash were restricted as collateral for the payment of $175.2 million of debt. Approximately $39.8 million of the debt was classified as current at June 30, 2013.
Asset-Backed U.S. Commercial Paper Conduit Facility VIE – In September 2012, HDFS amended and restated its revolving asset-backed U.S. commercial paper conduit facility (U.S. Conduit) which provides for a total aggregate commitment of $600.0 million. The agreement has terms that are similar to those of the prior agreement and is for the same amount. At June 30, 2013, HDFS had no outstanding borrowings under the U.S. Conduit.

This debt provides for interest on outstanding principal based on prevailing commercial paper rates, or LIBOR plus a specified margin to the extent the advance is not funded by a conduit lender through the issuance of commercial paper. The U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivable collateral are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of HDFS and the lenders, as of June 30, 2013, the U.S. Conduit expires September 13, 2013.
HDFS is considered to have the power over the significant activities of the U.S. Conduit VIE due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, HDFS retains a residual interest in the VIE in the form of a debt security which gives HDFS the right to receive benefits that could be potentially significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates this VIE within its consolidated financial statements.
Term Asset-Backed Securitization VIEs – For all of the term asset-backed securitization transactions, HDFS transferred U.S. retail motorcycle finance receivables to separate VIEs, which in turn issued secured notes, with various maturities and interest rates to investors. All of the notes held by the VIEs are secured by future collections of the purchased U.S. retail motorcycle finance receivables. The U.S. retail motorcycle finance receivables included in the term asset-backed securitization transactions are not available to pay other obligations or claims of HDFS’ creditors until the associated debt and other obligations are satisfied. Cash and cash equivalent balances held by the VIEs are used only to support the securitizations. There is no amortization schedule for the secured notes; however, the debt is reduced monthly as available collections on the related retail motorcycle finance receivables are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2013 to 2020.
HDFS is considered to have the power over the significant activities of its term asset-backed securitization VIEs due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, HDFS retains a residual interest in the VIEs in the form of a debt security, which gives HDFS the right to receive benefits that could be potentially significant to the VIEs. Therefore, the Company is the primary beneficiary and consolidates all of these VIEs within its consolidated financial statements.

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During the second quarter of 2013, the Company issued $650.0 million of secured notes through one term asset-backed securitization transaction.
During the second quarter of 2012, the Company issued $89.5 million of secured notes through the sale of notes that had been previously retained as part of certain 2009 and 2011 term asset-backed securitization transactions. These notes were sold at a premium. At June 30, 2013 and July 1, 2012, the unaccreted premium associated with these notes was $0.7 million and $1.8 million, respectively.
As of June 30, 2013, the assets of the VIEs totaled $2.38 billion, of which $2.18 billion of finance receivables, net and $198.9 million of cash were restricted as collateral for the payment of $1.67 billion of obligations under the secured notes. Approximately $433.5 million of the obligations under the secured notes were classified as current at June 30, 2013, based on the contractual maturities of the restricted finance receivables.
Intercompany Borrowing – During 2012, HDFS had a revolving credit line with the Company whereby HDFS could borrow up to $210.0 million from the Company at a market interest rate. HDFS had no outstanding borrowings owed to the Company under this agreement at any time in 2012. This agreement was terminated during the first quarter of 2013.
During the first quarter of 2013, HDFS and the Company entered into a $300.0 million term loan agreement which provided for monthly interest payments based on the prevailing commercial paper rates and principal due at maturity in April 2013 or upon earlier demand by the Company. HDFS repaid the $300.0 million term loan agreement in April 2013. During the second quarter of 2013, HDFS and the Company entered into a $300.0 million term loan agreement which provided for a Company loan to HDFS, monthly interest payments based on the prevailing commercial paper rates and principal due at maturity in April 2014 or upon earlier demand by the Company. The term loan balance and related interest are eliminated in the Company’s consolidated financial statements.
Support Agreement - The Company has a support agreement with HDFS whereby, if required, the Company agrees to provide HDFS with financial support to maintain HDFS’ fixed-charge coverage at 1.25 and minimum net worth of $40.0 million. Support may be provided at the Company’s option as capital contributions or loans. Accordingly, certain debt covenants may restrict the Company’s ability to withdraw funds from HDFS outside the normal course of business. No amount has ever been provided to HDFS under the support agreement.

Operating and Financial Covenants – HDFS and the Company are subject to various operating and financial covenants related to the Global Credit Facilities and various operating covenants under the Notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.
The covenants limit the Company’s and HDFS’ ability to:
incur certain additional indebtedness;
assume or incur certain liens;
participate in certain mergers, consolidations, liquidations or dissolutions; and
purchase or hold margin stock.
Under the financial covenants of the Global Credit Facilities, the consolidated debt to equity ratio of HDFS cannot exceed 10.0 to 1.0. In addition, the Company must maintain a minimum interest coverage ratio of at least 2.25 to 1.0 for each fiscal quarter through June 2013 and 2.5 to 1.0 for each fiscal quarter thereafter. No financial covenants are required under the Notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.
At June 30, 2013, HDFS and the Company remained in compliance with all of the then existing covenants.


Cautionary Statements
The Company’s ability to meet the targets and expectations noted depends upon, among other factors, the Company's ability to:
(i)
execute its business strategy,
(ii)
adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices,
(iii)
manage through inconsistent economic conditions, including changing capital, credit and retail markets,
(iv)
implement and manage enterprise-wide information technology solutions, including solutions at its manufacturing facilities, and secure data contained in those systems,
(v)
anticipate the level of consumer confidence in the economy,

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(vi)
continue to realize production efficiencies at its production facilities and manage operating costs including materials, labor and overhead,
(vii)
manage production capacity and production changes,
(viii)
manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations,
(ix)
provide products, services and experiences that are successful in the marketplace,
(x)
manage risks that arise through expanding international operations and sales,
(xi)
manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS’ loan portfolio,
(xii)
successfully implement with our labor unions the agreements that we have executed with them that we believe will provide flexibility and cost-effectiveness to accomplish restructuring goals and long-term competitiveness,
(xiii)
effectively execute the Company’s restructuring plans within expected costs and timing,
(xiv)
manage supply chain issues, including any unexpected interruptions or price increases caused by raw material shortages or natural disasters,
(xv)
develop and implement sales and marketing plans that retain existing retail customers and attract new retail customers in an increasingly competitive marketplace,
(xvi)
adjust to healthcare inflation and reform, pension reform and tax changes,
(xvii)
retain and attract talented employees,
(xviii)
manage the risks that our independent dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand,
(xix)
continue to have access to reliable sources of capital funding and adjust to fluctuations in the cost of capital,
(xx)
continue to develop the capabilities of its distributor and dealer network, and
(xxi)
detect any issues with our motorcycles or manufacturing processes to avoid delays in new model launches, recall campaigns, increased warranty costs or litigation.

In addition, the Company could experience delays or disruptions in its operations as a result of work stoppages, strikes, natural causes, terrorism or other factors. Other factors are described in risk factors that the Company has disclosed in documents previously filed with the Securities and Exchange Commission. Many of these risk factors are impacted by the current changing capital, credit and retail markets and the Company’s ability to manage through inconsistent economic conditions.
The Company’s ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company’s independent dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its independent dealers and distributors to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company.
In addition, the Company’s independent dealers and distributors may experience difficulties in operating their businesses and selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions or other factors.
HDFS has experienced historically low levels of retail credit losses and has no assurance that this will continue. The Company believes that HDFS' retail credit losses may increase over time due to changing consumer credit behavior and HDFS' efforts to increase prudently structured loan approvals in the near-prime and sub-prime lending environment.
Refer to “Risk Factors” under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for a complete discussion of the Company's market risk. There have been no material changes to the market risk information included in the Company's Annual Report on Form 10-K for the year December 31, 2012.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s Chairman, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the Chairman, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chairman, President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Controls
There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
The information required under this Item 1 of Part II is contained in Item 1 of Part I of the Quarterly report on From 10-Q in Note 16 of the Notes to Condensed Consolidated Financial Statements, and such information is incorporated herein by reference in this Item 1 of Part II.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
The following table contains detail related to the repurchase of common stock based on the date of trade during the quarter ended June 30, 2013:
2013 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
April 1 to May 5
726,609

 
52

 
726,609

 
12,881,045

May 6 to June 2
374,113

 
56

 
374,113

 
12,667,110

June 3 to June 30
434,961

 
53

 
434,961

 
12,233,639

Total
1,535,683

 
54

 
1,535,683

 
 
 
(a)
Includes discretionary share repurchases and shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock awards
The Company has an authorization (originally adopted in December 1997) by its Board of Directors to repurchase shares of its outstanding common stock under which the cumulative number of shares repurchased, at the time of any repurchase, shall not exceed the sum of (1) the number of shares issued in connection with the exercise of stock options occurring on or after January 1, 2004 plus (2) one percent of the issued and outstanding common stock of the Company on January 1 of the current year, adjusted for any stock split. The Company did not make any discretionary share repurchases during the quarter ended June 30, 2013 under this authorization. As of June 30, 2013, 1.2 million shares remained under this authorization.
In December 2007, the Company’s Board of Directors separately authorized the Company to buy back up to 20.0 million shares of its common stock with no dollar limit or expiration date. The Company made discretionary shares repurchases of 1,512,222 shares during the quarter ended June 30, 2013 under this authorization. As of June 30, 2013, 11.0 million shares remained under this authorization.
From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under either the 1997 authorization or the 2007 authorization.
The Harley-Davidson, Inc. 2009 Incentive Stock Plan and predecessor stock plans permit participants to satisfy all or a portion of the statutory federal, state and local withholding tax obligations arising in connection with plan awards by electing to (a) have the Company withhold shares otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver other previously owned shares, in each case having a value equal to the amount to be withheld. During the second quarter of 2013, the Company acquired 23,461 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock awards.

Item 6 – Exhibits
Refer to the Exhibit Index on page 63 of this report.


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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
HARLEY-DAVIDSON, INC.
 
 
Date: 8/8/2013
/s/ John A. Olin
 
John A. Olin
 
Senior Vice President and
 
Chief Financial Officer
 
(Principal financial officer)
 
Date: 8/8/2013
/s/ Mark R. Kornetzke
 
Mark R. Kornetzke
 
Chief Accounting Officer
 
(Principal accounting officer)


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Harley-Davidson, Inc.
Exhibit Index to Form 10-Q
 
Exhibit No.
  
Description
 
 
 
31.1
  
Chief Executive Officer Certification pursuant to Rule 13a-14(a)
 
 
31.2
  
Chief Financial Officer Certification pursuant to Rule 13a-14(a)
 
 
32.1
  
Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
 
 
101
  
Financial statements from the quarterly report on Form 10-Q of Harley-Davidson, Inc. for the quarter ended June 30, 2013, filed on August 8, 2013, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.



_______



63