Edgar Filing: HARLEY DAVIDSON INC

HOG - 03.31.2013 - 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 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 ý 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 ý 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	ý	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 ý

Number of shares of the registrant’s common stock outstanding at May 3, 2013: 224,138,816 shares

Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended March 31, 2013



Part I	Financial Information	3

Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	52

Part II	Other Information	53

Item 1.	Legal Proceedings	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 6.	Exhibits	53

Signatures		54

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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
	March 31, 2013		April 1, 2012
Revenue:
Motorcycles and related products	$	1,414,248	$	1,273,369
Financial services	156,965		156,322
Total revenue	1,571,213		1,429,691
Costs and expenses:
Motorcycles and related products cost of goods sold	894,806		816,859
Financial services interest expense	40,554		51,256
Financial services provision for credit losses	13,110		9,014
Selling, administrative and engineering expense	271,499		265,653
Restructuring expense	2,938		11,451
Total costs and expenses	1,222,907		1,154,233
Operating income	348,306		275,458
Investment income	1,615		1,933
Interest expense	11,391		11,495
Income before provision for income taxes	338,530		265,896
Provision for income taxes	114,401		93,861
Net income	$	224,129	$	172,035
Earnings per common share:
Basic	$	1.00	$	0.75
Diluted	$	0.99	$	0.74
Cash dividends per common share	$	0.210	$	0.155

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

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HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)



	Three months ended
	March 31, 2013			April 1, 2012
Net Income	$	224,129		$	172,035
Other comprehensive income, net of tax
Foreign currency translation adjustments	(10,570		)	4,661
Derivative financial instruments	10,601			(4,826		)
Marketable securities	(244		)	1,013
Pension and postretirement benefit plans	10,239			7,933
Total other comprehensive income, net of tax	10,026			8,781
Comprehensive income	234,155			180,816

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

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HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



	(Unaudited)				(Unaudited)
	March 31, 2013		December 31, 2012		April 1, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	1,018,759	$	1,068,138	$	1,276,337
Marketable securities	135,246		135,634		134,946
Accounts receivable, net	259,673		230,079		264,272
Finance receivables, net	2,074,036		1,743,045		1,885,489
Inventories	416,050		393,524		467,941
Restricted cash	197,025		188,008		246,995
Other current assets	232,190		292,508		237,550
Total current assets	4,332,979		4,050,936		4,513,530
Finance receivables, net	3,959,903		4,038,807		3,991,914
Property, plant and equipment, net	790,245		815,464		791,064
Goodwill	28,861		29,530		29,740
Other long-term assets	223,133		236,036		279,099
	$	9,335,121	$	9,170,773	$	9,605,347
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	360,018	$	257,386	$	355,902
Accrued liabilities	464,317		513,591		577,619
Short-term debt	687,705		294,943		629,143
Current portion of long-term debt	715,143		437,162		1,020,563
Total current liabilities	2,227,183		1,503,082		2,583,227
Long-term debt	3,892,469		4,370,544		3,918,384
Pension liability	152,132		330,294		118,212
Postretirement healthcare liability	274,597		278,062		265,871
Other long-term liabilities	131,692		131,167		144,994
Commitments and contingencies (Note 16)
Total shareholders’ equity	2,657,048		2,557,624		2,574,659
	$	9,335,121	$	9,170,773	$	9,605,347



	(Unaudited)				(Unaudited)
	March 31, 2013		December 31, 2012		April 1, 2012
Balances held by consolidated variable interest entities (Note 6)
Current finance receivables, net	$	432,079	$	470,134	$	546,350
Other assets	$	5,229	$	5,288	$	5,932
Non-current finance receivables, net	$	1,402,541	$	1,631,435	$	1,971,878
Restricted cash	$	185,657	$	176,290	$	246,995
Current portion of long-term debt	$	375,835	$	399,477	$	620,624
Long-term debt	$	892,737	$	1,048,299	$	1,133,696

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

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HARLEY-DAVIDSON, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Three months ended
	March 31, 2013			April 1, 2012
Net cash used by operating activities (Note 3)	$	(108,489	)	$	(73,616	)
Cash flows from investing activities:
Capital expenditures	(22,261		)	(24,680		)
Origination of finance receivables	(622,373		)	(645,247		)
Collections on finance receivables	665,520			681,904
Sales and redemptions of marketable securities	—			20,042
Other	6,656			—
Net cash provided by investing activities	27,542			32,019
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			397,377
Repayments of securitization debt	(178,923		)	(333,026		)
Net increase (decrease) in credit facilities and unsecured commercial paper	392,564			(224,508		)
Net borrowings of asset-backed commercial paper	(17,063		)	—
Net change in restricted cash	(9,017		)	(17,340		)
Dividends paid	(47,308		)	(35,943		)
Purchase of common stock for treasury	(126,411		)	(20,745		)
Excess tax benefits from share-based payments	14,468			7,962
Issuance of common stock under employee stock option plans	13,887			16,281
Net cash provided (used) by financing activities	42,197			(209,942		)
Effect of exchange rate changes on cash and cash equivalents	(10,629		)	926
Net decrease in cash and cash equivalents	$	(49,379	)	$	(250,613	)
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	1,068,138		$	1,526,950
Net decrease in cash and cash equivalents	(49,379		)	(250,613		)
Cash and cash equivalents—end of period	$	1,018,759		$	1,276,337

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

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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 March 31, 2013 and April 1, 2012, the condensed consolidated statements of operations for the three month periods then ended, the condensed consolidated statements of comprehensive income for the three month periods then ended and the condensed consolidated statements of cash flows for the three 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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3. Additional Balance Sheet and Cash Flow Information

Marketable Securities

The Company’s marketable securities consisted of the following (in thousands):



	March 31, 2013		December 31, 2012		April 1, 2012
Available-for-sale:
Corporate bonds	$	135,246	$	135,634	$	134,946
	$	135,246	$	135,634	$	134,946

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 three months of 2013 and 2012, the Company recognized gross unrealized losses and gains in other comprehensive income of $0.4 million and $1.6 million, respectively, or $0.2 million and $1.0 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 38 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):



	March 31, 2013			December 31, 2012			April 1, 2012
Components at the lower of FIFO cost or market
Raw materials and work in process	$	121,481		$	111,335		$	113,127
Motorcycle finished goods	203,275			205,660			252,979
Parts and accessories and general merchandise	137,184			122,418			145,362
Inventory at lower of FIFO cost or market	461,940			439,413			511,468
Excess of FIFO over LIFO cost	(45,890		)	(45,889		)	(43,527		)
	$	416,050		$	393,524		$	467,941

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Operating Cash Flow

The reconciliation of net income to net cash provided by operating activities is as follows (in thousands):



	Three months ended
	March 31, 2013			April 1, 2012
Cash flows from operating activities:
Net income	$	224,129		$	172,035
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	42,850			43,203
Amortization of deferred loan origination costs	19,753			18,547
Amortization of financing origination fees	2,204			2,743
Provision for employee long-term benefits	16,684			17,293
Contributions to pension and postretirement plans	(182,047		)	(206,832		)
Stock compensation expense	11,096			11,744
Net change in wholesale finance receivables related to sales	(336,927		)	(151,046		)
Provision for credit losses	13,110			9,014
Foreign currency adjustments	9,846			(2,911		)
Other, net	(1,805		)	1,505
Changes in current assets and liabilities:
Accounts receivable, net	(36,165		)	(43,745		)
Finance receivables—accrued interest and other	1,246			3,299
Inventories	(28,613		)	(47,168		)
Accounts payable and accrued liabilities	79,861			117,460
Restructuring reserves	(12,388		)	1,296
Derivative instruments	(342		)	(486		)
Other	69,019			(19,567		)
Total adjustments	(332,618		)	(245,651		)
Net cash provided by operating activities	$	(108,489	)	$	(73,616	)

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 (2011 New Castalloy Restructuring Plan). The Company expects the transition of supply from New Castalloy to be complete in 2013. The decision to close New Castalloy came as part of the Company’s overall long term strategy to develop world-class manufacturing capability throughout the Company by restructuring and consolidating operations for greater competitiveness, efficiency and flexibility. In connection with this decision, the Company will reduce its workforce by approximately 200 employees by the end of 2013.

Under the 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 $31 million in restructuring charges related to the transition through 2013. Approximately 35% of the $31 million will be non-cash charges. On a cumulative basis, the Company has incurred $25.2 million of restructuring expense under the 2011 New Castalloy Restructuring Plan as of March 31, 2013, of which $3.0 million was incurred during the three months ended March 31, 2013.

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 facility in December 2009, and allows for similar flexibility, increased production efficiency and the addition of a flexible workforce component.

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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 $6.9 million of restructuring expense under the 2011 Kansas City Restructuring Plan as of March 31, 2013 of which approximately 10% is non-cash.

The following table summarizes the Motorcycles segment’s 2011 Kansas City Restructuring Plan and 2011 New Castalloy Restructuring Plan reserve activity and balances as recorded in accrued liabilities (in thousands):



	Three months ended March 31, 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	—			—		—			474			2,092			444			3,010			3,010
Utilized—cash	—			—		—			(1,416		)	—			(456		)	(1,872		)	(1,872		)
Utilized—non-cash	(790		)	—		(790		)	—			(2,092		)	—			(2,092		)	(2,882		)
Balance, end of period	$	1,469		$	—	$	1,469		$	8,364		$	—		$	133		$	8,497		$	9,966



	Three months ended April 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	542		—		542		571			2,099			349			3,019			3,561
Utilized—cash	—		—		—		(156		)	—			(361		)	(517		)	(517		)
Utilized—non-cash	—		—		—		—			(2,099		)	—			(2,099		)	(2,099		)
Balance, end of period	$	4,665	$	—	$	4,665	$	8,843		$	—		$	293		$	9,136		$	13,801

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 Company’s 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.

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 $59.7 million of restructuring expense under the 2010 Restructuring Plan as of March 31, 2013, of which approximately 45% is non-cash.

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The following table summarizes the Motorcycles segment’s 2010 Restructuring Plan reserve activity and balances as recorded in accrued liabilities (in thousands):



	Three months ended March 31, 2013			Three months ended April 1, 2012
	Employee Severance and Termination Costs			Employee Severance and Termination Costs
Balance, beginning of period	$	10,156		$	20,361
Restructuring expense	—			1,886
Utilized—cash	(9,607		)	(26		)
Balance, end of period	$	549		$	22,221

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) that were expected to be completed at various dates between 2009 and 2012. 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 million, of which approximately 30% are expected to be non-cash. On a cumulative basis, the Company has incurred $395.3 million of restructuring and impairment expense under the 2009 Restructuring Plan as of March 31, 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):



	Three months ended March 31, 2013
	Motorcycles & Related Products
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	5,196		$	—	$	161		$	5,357
Restructuring expense	—			—		638			638
Utilized—cash	(808		)	—		(623		)	(1,431		)
Utilized—non-cash	—			—		—			—
Non-cash reserve release	(710		)	—		—			(710		)
Balance, end of period	$	3,678		$	—	$	176		$	3,854

	Three months ended April 1, 2012
	Motorcycles & Related Products
	Employee Severance and Termination Costs			Accelerated Depreciation		Other			Total
Balance, beginning of period	$	10,089		$	—	$	—		$	10,089
Restructuring expense	323			—		5,681			6,004
Utilized—cash	(1,846		)	—		(5,669		)	(7,515		)
Utilized—non-cash	—			—		—			—
Balance, end of period	$	8,566		$	—	$	12		$	8,578

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 three 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):



	March 31, 2013			December 31, 2012			April 1, 2012
Retail	$	4,981,488		$	5,073,115		$	5,043,584
Wholesale	1,159,243			816,404			956,322
	6,140,731			5,889,519			5,999,906
Allowance for credit losses	(106,792		)	(107,667		)	(122,503		)
	$	6,033,939		$	5,781,852		$	5,877,403

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 March 31, 2013
	Retail			Wholesale		Total
Balance, beginning of period	$	101,442		$	6,225	$	107,667
Provision for credit losses	11,085			2,025		13,110
Charge-offs	(25,243		)	—		(25,243		)
Recoveries	11,258			—		11,258
Balance, end of period	$	98,542		$	8,250	$	106,792
	Three months ended April 1, 2012
	Retail			Wholesale		Total
Balance, beginning of period	$	116,112		$	9,337	$	125,449
Provision for credit losses	8,705			309		9,014
Charge-offs	(25,852		)	—		(25,852		)
Recoveries	13,892			—		13,892
Balance, end of period	$	112,857		$	9,646	$	122,503

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 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.

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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):



	March 31, 2013
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	98,542		8,250		106,792
Total allowance for credit losses	$	98,542	$	8,250	$	106,792
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	4,981,488		1,159,243		6,140,731
Total finance receivables	$	4,981,488	$	1,159,243	$	6,140,731
	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
	April 1, 2012
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	112,857		9,646		122,503
Total allowance for credit losses	$	112,857	$	9,646	$	122,503
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,043,584		956,322		5,999,906
Total finance receivables	$	5,043,584	$	956,322	$	5,999,906

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There were no wholesale finance receivables at March 31, 2013, December 31, 2012, or April 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 March 31, 2013, December 31, 2012 and April 1, 2012, all retail finance receivables were accounted for as interest-earning receivables, of which $20.3 million, $27.6 million and $16.3 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 March 31, 2013, December 31, 2012 or April 1, 2012. At March 31, 2013, December 31, 2012 and April 1, 2012, $0.8 million, $0.4 million, and $0.3 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):



	March 31, 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	$	4,855,128	$	83,265	$	22,837	$	20,258	$	126,360	$	4,981,488
Wholesale	1,157,596		535		310		802		1,647		1,159,243
Total	$	6,012,724	$	83,800	$	23,147	$	21,060	$	128,007	$	6,140,731
	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
	April 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	$	4,930,739	$	75,560	$	21,023	$	16,262	$	112,845	$	5,043,584
Wholesale	955,493		354		149		326		829		956,322
Total	$	5,886,232	$	75,914	$	21,172	$	16,588	$	113,674	$	5,999,906

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):



	March 31, 2013		December 31, 2012		April 1, 2012
Prime	$	3,942,294	$	4,035,584	$	4,056,602
Sub-prime	1,039,194		1,037,531		986,982
Total	$	4,981,488	$	5,073,115	$	5,043,584

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):



	March 31, 2013		December 31, 2012		April 1, 2012
Doubtful	$	4,843	$	8,107	$	13,108
Substandard	10,441		2,593		5,599
Special Mention	11,125		3,504		8,618
Medium Risk	7,804		8,451		6,365
Low Risk	1,125,030		793,749		922,632
Total	$	1,159,243	$	816,404	$	956,322

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):



	March 31, 2013
	Finance receivables	Allowance for credit losses		Restricted cash	Other assets	Total assets	Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$1,871,419	$(36,799)		$185,657	$4,935	$2,025,212	$1,268,572
Asset-backed U.S. commercial paper conduit facility	—	—		—	294	294	—

Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	174,420	(2,923	)	11,368	167	183,032	154,596
	$2,045,839	$(39,722)		$197,025	$5,396	$2,208,538	$1,423,168

	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

	April 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	$2,564,585	$(56,810)		$245,912	$5,620	$2,759,307	$1,754,320
Asset-backed U.S. commercial paper conduit facility	10,689	(236	)	1,083	312	11,848	—

Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	—	—		—	—	—	—
	$2,575,274	$(57,046)		$246,995	$5,932	$2,771,155	$1,754,320

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 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

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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 2019. At March 31, 2013, the unaccreted premium associated with the issuance of secured notes that had been previously retained as part of certain term asset-backed securitization transactions was $1.0 million. There was no unaccreted premium at April 1, 2012.

There were no term asset-backed securitization transactions completed during the three months ended March 31, 2013 or April 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 the 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 March 31, 2013, December 31, 2012 or April 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 August 2012, HDFS entered into an agreement with a Canadian bank-sponsored asset-backed commercial paper conduit facility (Canadian Conduit). 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 August 30, 2013. The contractual maturity of the debt is approximately 5 years.

As HDFS participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, is $28.4 million at March 31, 2013. The maximum exposure is not an indication of the Company's expected loss exposure.

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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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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):



	March 31, 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	$	812,725	$	606,722	$	206,003	$	—
Marketable securities	135,246		—		135,246		—
Derivatives	11,737		—		11,737		—
	$	959,708	$	606,722	$	352,986	$	—
Liabilities:
Derivatives	$	2,165	$	—	$	2,165	$	—
	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	$	—
	April 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	$	997,669	$	823,694	$	173,975	$	—
Marketable securities	134,946		—		134,946		—
Derivatives	6,345		—		6,345		—
	$	1,138,960	$	823,694	$	315,266	$	—
Liabilities:
Derivatives	$	2,234	$	—	$	2,234	$	—

The hierarchy classification for cash equivalents, as of April 1, 2012, totaling $174 million has been revised from Level 1 to Level 2.

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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):



	March 31, 2013				December 31, 2012				April 1, 2012
	Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	1,018,759	$	1,018,759	$	1,068,138	$	1,068,138	$	1,276,337	$	1,276,337
Marketable securities	$	135,246	$	135,246	$	135,634	$	135,634	$	134,946	$	134,946
Accounts receivable, net	$	259,673	$	259,673	$	230,079	$	230,079	$	264,272	$	264,272
Derivatives	$	11,737	$	11,737	$	317	$	317	$	6,345	$	6,345
Finance receivables, net	$	6,108,934	$	6,033,939	$	5,861,442	$	5,781,852	$	5,961,825	$	5,877,403
Restricted cash	$	197,025	$	197,025	$	188,008	$	188,008	$	246,995	$	246,995
Liabilities:
Accounts payable	$	360,018	$	360,018	$	257,386	$	257,386	$	355,902	$	355,902
Derivatives	$	2,165	$	2,165	$	7,920	$	7,920	$	2,234	$	2,234
Unsecured commercial paper	$	687,705	$	687,705	$	294,943	$	294,943	$	662,343	$	662,343
Global credit facilities	$	—	$	—	$	—	$	—	$	150,195	$	150,195
Asset-backed Canadian commercial paper conduit facility	$	154,596	$	154,596	$	175,658	$	175,658	$	—	$	—
Medium-term notes	$	3,169,807	$	2,881,444	$	3,199,548	$	2,881,272	$	2,936,475	$	2,698,232
Senior unsecured notes	$	337,600	$	303,000	$	338,594	$	303,000	$	366,651	$	303,000
Term asset-backed securitization debt	$	1,276,046	$	1,268,572	$	1,457,807	$	1,447,776	$	1,768,140	$	1,754,320

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 credit facilities approximates fair value since the interest rates charged under the facilities are tied directly to market rates and

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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 these 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 utilizes 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 fair value of HDFS’s 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.

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The following table summarizes the fair value of the Company’s derivative financial instruments (in thousands):



	March 31, 2013						December 31, 2012						April 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)	$	449,078	$	11,528	$	944	$	345,021	$	169	$	6,850	$	219,484	$	6,345	$	—
Commodity contracts^(c)	969		97		—		1,064		148		683		918		—		262
Interest rate swaps^(c)	33,200		—		97		35,800		—		373		95,100		—		1,972
Total	$	483,247	$	11,625	$	1,041	$	381,885	$	317	$	7,906	$	315,502	$	6,345	$	2,234
	March 31, 2013						December 31, 2012						April 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	$	15,390	$	112	$	1,124	$	16,237	$	—	$	14	$	—	$	—	$	—
	$	15,390	$	112	$	1,124	$	16,237	$	—	$	14	$	—	$	—	$	—


(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
Cash Flow Hedges	March 31, 2013			April 1, 2012
Foreign currency contracts	$	15,720		$	(6,215	)
Commodity contracts	159			(315		)
Interest rate swaps	(2		)	(15		)
Total	$	15,877		$	(6,545	)



	Amount of Gain/(Loss) Before Tax Reclassified from AOCI into Income
	Three Months Ended						Expected to be Reclassified
Cash Flow Hedges	March 31, 2013			April 1, 2012			Over the Next Twelve Months
Foreign currency contracts^(a)	$	(740	)	$	2,421		$	(10,730	)
Commodity contracts^(a)	47			(318		)	(97		)
Interest rate swaps^(b)	(263		)	(967		)	(97		)
Total	$	(956	)	$	1,136		$	(10,924	)


(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.

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
Derivatives	March 31, 2013			April 1, 2012
Commodity contracts	$	(630	)	$	—
Total	$	(630	)	$	—

For the three months ended March 31, 2013 and April 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 fourth the changes in accumulated other comprehensive loss (AOCL) (in thousands):



	Three months ended March 31, 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	(11,472		)	(388		)	15,877			—			4,017
Income tax	902			144			(5,881		)	—			(4,835		)
Net other comprehensive income before reclassifications	(10,570		)	(244		)	9,996			—			(818		)
Reclassifications:
Realized (gains) losses - marketable securities ^(a)				—									—
Realized (gains) losses - foreign currency contracts^(b)							740						740
Realized (gains) losses - commodities contracts^(b)							(47		)				(47		)
Realized (gains) losses - interest rate swaps^(c)							263						263
Prior service credits^(d)