Edgar Filing: HARLEY DAVIDSON INC

HOG - 06.30.2013 - 10Q

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	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	7
	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60

Item 4.	Controls and Procedures	60

Part II	Other Information	61

Item 1.	Legal Proceedings	61

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61

Item 6.	Exhibits	61

Signatures		62

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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						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.

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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.

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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

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	(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.

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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.

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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 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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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

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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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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, 2013, December 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, 2013, December 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

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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, 2013, December 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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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.

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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):



	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

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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.

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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