10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 2016
¨
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  x    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  x   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
 
x
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  x
Number of shares of the registrant’s common stock outstanding at April 29, 2016: 181,090,078 shares


Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended March 27, 2016
 
Part I
 
 
 
Item 1.
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II
 
 
 
Item 1.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
HARLEY-DAVIDSON, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
 
Three months ended
 
March 27,
2016
 
March 29,
2015
Revenue:
 
 
 
Motorcycles and Related Products
$
1,576,610

 
$
1,510,570

Financial Services
173,358

 
162,375

Total revenue
1,749,968

 
1,672,945

Costs and expenses:
 
 
 
Motorcycles and Related Products cost of goods sold
986,330

 
920,295

Financial Services interest expense
45,919

 
38,536

Financial Services provision for credit losses
37,123

 
26,247

Selling, administrative and engineering expense
291,768

 
277,749

Total costs and expenses
1,361,140

 
1,262,827

Operating income
388,828

 
410,118

Investment income
766

 
1,322

Interest expense
7,168

 
9

Income before provision for income taxes
382,426

 
411,431

Provision for income taxes
131,937

 
141,577

Net income
$
250,489

 
$
269,854

Earnings per common share:
 
 
 
Basic
$
1.37

 
$
1.28

Diluted
$
1.36

 
$
1.27

Cash dividends per common share
$
0.35

 
$
0.31

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


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HARLEY-DAVIDSON, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
 
Three months ended
 
March 27,
2016
 
March 29,
2015
Net income
$
250,489

 
$
269,854

Other comprehensive income (loss), net of tax
 
 
 
     Foreign currency translation adjustments
12,693

 
(27,021
)
     Derivative financial instruments
(8,352
)
 
11,072

     Marketable securities
(45
)
 
(67
)
     Pension and postretirement benefit plans
7,571

 
8,798

Total other comprehensive income (loss), net of tax
11,867

 
(7,218
)
Comprehensive income
$
262,356

 
$
262,636

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



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HARLEY-DAVIDSON, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
 
(Unaudited)
 
 
 
(Unaudited)
 
March 27,
2016
 
December 31,
2015
 
March 29,
2015
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
694,013

 
$
722,209

 
$
1,168,724

Marketable securities
45,122

 
45,192

 
57,219

Accounts receivable, net
311,960

 
247,405

 
280,497

Finance receivables, net
2,564,608

 
2,053,582

 
2,357,993

Inventories
553,750

 
585,907

 
480,941

Restricted cash
93,192

 
88,267

 
120,428

Deferred income taxes
115,585

 
102,769

 
83,519

Other current assets
113,520

 
132,552

 
158,174

Total current assets
4,491,750

 
3,977,883

 
4,707,495

Finance receivables, net
4,811,958

 
4,814,571

 
4,490,599

Property, plant and equipment, net
932,836

 
942,418

 
873,518

Goodwill
54,585

 
54,182

 
25,632

Deferred income taxes
82,188

 
99,614

 
72,176

Other long-term assets
94,354

 
84,309

 
78,440

 
$
10,467,671

 
$
9,972,977

 
$
10,247,860

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
348,289

 
$
235,614

 
$
440,920

Accrued liabilities
587,504

 
471,964

 
497,027

Short-term debt
870,073

 
1,201,380

 
70,329

Current portion of long-term debt, net
782,140

 
838,349

 
1,494,301

Total current liabilities
2,588,006

 
2,747,307

 
2,502,577

Long-term debt, net
5,460,553

 
4,832,469

 
4,347,884

Pension liability
134,679

 
164,888

 
71,263

Postretirement healthcare liability
191,704

 
193,659

 
199,645

Other long-term liabilities
199,909

 
195,000

 
190,651

Commitments and contingencies (Note 17)

 

 

Shareholders’ equity:
 
 
 
 
 
Preferred stock, none issued
—

 
—

 
—

Common stock
3,452

 
3,449

 
3,445

Additional paid-in-capital
1,333,947

 
1,328,561

 
1,286,991

Retained earnings
9,148,017

 
8,961,985

 
8,663,427

Accumulated other comprehensive loss
(603,338
)
 
(615,205
)
 
(522,161
)
Treasury stock, at cost
(7,989,258
)
 
(7,839,136
)
 
(6,495,862
)
Total shareholders' equity
1,892,820

 
1,839,654

 
2,935,840

 
$
10,467,671

 
$
9,972,977

 
$
10,247,860



5
Table of Contents

HARLEY-DAVIDSON, INC.
CONSOLIDATED BALANCE SHEETS (continued)
(In thousands)
 
(Unaudited)
 
 
 
(Unaudited)
 
March 27,
2016
 
December 31,
2015
 
March 29,
2015
Balances held by consolidated variable interest entities (Note 7)
 
 
 
 
 
Current finance receivables, net
$
305,806

 
$
322,768

 
$
364,936

Other assets
$
4,471

 
$
4,706

 
$
3,754

Non-current finance receivables, net
$
1,080,365

 
$
1,250,919

 
$
1,511,659

Restricted cash - current and non-current
$
102,594

 
$
100,151

 
$
138,574

Current portion of long-term debt, net
$
343,127

 
$
351,123

 
$
412,214

Long-term debt, net
$
943,602

 
$
1,108,254

 
$
1,353,800

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

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Table of Contents

HARLEY-DAVIDSON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three months ended
 
March 27,
2016
 
March 29,
2015
Net cash provided by operating activities (Note 3)
$
41,131

 
$
174,700

Cash flows from investing activities:
 
 
 
Capital expenditures
(39,011
)
 
(38,069
)
Origination of finance receivables
(815,697
)
 
(752,404
)
Collections on finance receivables
771,910

 
729,666

Other
95

 
9

Net cash used by investing activities
(82,703
)
 
(60,798
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of medium-term notes
1,193,396

 
595,386

Repayments of medium-term notes
(450,000
)
 
—

Proceeds from securitization debt
—

 
697,591

Repayments of securitization debt
(173,363
)
 
(200,695
)
Net decrease in credit facilities and unsecured commercial paper
(331,090
)
 
(661,241
)
Borrowings of asset-backed commercial paper
5,814

 
16,798

Repayments of asset-backed commercial paper
(15,740
)
 
(15,744
)
Net change in restricted cash
(4,282
)
 
(28,579
)
Dividends paid
(64,457
)
 
(65,467
)
Purchase of common stock for treasury
(150,369
)
 
(192,700
)
Excess tax benefits from share-based payments
110

 
2,207

Issuance of common stock under employee stock option plans
276

 
9,605

Net cash provided by financing activities
10,295

 
157,161

Effect of exchange rate changes on cash and cash equivalents
3,081

 
(9,019
)
Net (decrease) increase in cash and cash equivalents
$
(28,196
)
 
$
262,044

Cash and cash equivalents:
 
 
 
Cash and cash equivalents—beginning of period
$
722,209

 
$
906,680

Net (decrease) increase in cash and cash equivalents
(28,196
)
 
262,044

Cash and cash equivalents—end of period
$
694,013

 
$
1,168,724

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


7
Table of Contents

HARLEY-DAVIDSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Use of Estimates
The consolidated financial statements include the accounts of Harley-Davidson, Inc. and its wholly-owned subsidiaries (the Company), including the accounts of the groups 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 consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated balance sheets as of March 27, 2016 and March 29, 2015, the consolidated statements of income for the three month periods then ended, the consolidated statements of comprehensive income for the three month periods then ended and the 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 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, 2015.
The Company operates in two principal reportable segments: Motorcycles & Related Products (Motorcycles) and 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 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-02 Amendments to the Consolidation Analysis (ASU 2015-02). ASU 2015-02 amends the guidance within Accounting Standards Codification (ASC) Topic 810, "Consolidation,” to change the analysis that a reporting entity must perform to determine whether it should consolidate certain legal entities. The Company adopted ASU 2015-02 on January 1, 2016. The adoption of ASU 2015-02 had no impact on the Company's consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03 Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 amends the guidance within ASC Topic 835, "Interest", to require that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt premiums and discounts. In August 2015, the FASB further clarified its views on debt costs incurred in connection with a line of credit arrangement by issuing ASU 2015-15 Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (ASU 2015-15). ASU 2015-15 amends the guidance within ASC Topic 835, “Interest,” to allow an entity to defer and present debt issuance costs associated with a line of credit arrangement as an asset, regardless of whether there are any outstanding borrowings on the line of credit arrangement.
The Company adopted ASU 2015-03 and ASU 2015-15 retrospectively on January 1, 2016. As a result, debt issuance costs related to its medium-term notes, senior unsecured notes, and term-asset backed securitizations are now classified as a reduction to the carrying amount of the related debt on the balance sheet. Debt issuance costs previously recorded in other current assets and other long-term assets totaling $18.2 million and $16.0 million as of December 31, 2015 and March 29, 2015, respectively, on the balance sheet have been reclassified to current portion of long-term debt, net and long-term debt, net to reflect the adoption of the new guidance. The required new disclosures are also presented in Note 12. The Company will continue to classify debt issuance costs related to line of credit arrangements, which include its asset-backed commercial paper and unsecured commercial paper programs and its credit facilities, as an asset, regardless of whether it has any outstanding borrowings on the line of credit arrangements.
In April 2015, the FASB issued ASU No. 2015-05 Customer's Accounting for Fees Paid in a Cloud Computing Arrangement, which amends ASC 350-40, Intangibles-Goodwill and Other Internal-Use Software (ASU 2015-05). ASU

8
Table of Contents

2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with the licenses of other intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. The Company adopted ASU 2015-05 prospectively on January 1, 2016. The adoption of ASU 2015-05 had no impact on the Company's consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16). ASU 2015-16 eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers must recognize measurement-period adjustments during the period in which they determine the amounts. This would include any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The Company adopted ASU 2015-16 on January 1, 2016. The adoption of ASU 2015-16 had no impact on the Company's consolidated financial statements.
Accounting Standards Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers: Deferral of Effective Date (ASU 2015-14) to defer the effective date of the new revenue recognition standard by one year to fiscal years beginning after December 15, 2017 and for interim periods therein. The Company is currently evaluating the impact of adoption of ASU 2014-09 and ASU 2015-14.
In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11). ASU 2015-11 simplifies the subsequent measurement of inventory by using only the lower of cost or net realizable value.  ASU 2015-11 does not apply to inventory measured using the last-in, first-out method.  The Company is required to adopt ASU 2015-11 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. Early adoption will be permitted. The Company does not believe adoption of ASU 2015-11 will have a material effect on the Company’s consolidated financial statements.
In November 2015, the FASB issued ASU No. 2015-17 Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 eliminates the requirement for a Company to separate deferred income tax liabilities and assets into current and noncurrent amounts on a classified statement of financial position and requires that deferred tax liabilities and assets be classified as noncurrent. The Company is required to adopt ASU 2015-17 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016 on either a retrospective or prospective basis. Early adoption is permitted. The Company is currently evaluating the timing and basis of adoption of ASU 2015-17.
In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). ASU 2016-01 enhances the existing financial instruments reporting model by modifying fair value measurement tools, simplifying impairment assessments for certain equity instruments, and modifying overall presentation and disclosure requirements. The Company is required to adopt ASU 2016-01 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a prospective basis. The Company is currently evaluating the impact of adoption of ASU 2016-01.
In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) (ASU 2016-02). ASU 2016-02 amends the existing lease accounting model by requiring a lessee to recognize the rights and obligations resulting from certain leases as assets and liabilities on the balance sheet. ASU 2016-02 also requires a company to disclose key information about their leasing arrangements. The Company is required to adopt ASU 2016-02 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 using a modified retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of adoption ASU 2016-02.
In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company is required to adopt ASU 2016-05 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016 using both a retrospective and prospective basis dependent upon the nature of the subtopic. Early adoption is permitted including adoption in an interim period. The Company is currently evaluating the impact of adoption ASU 2016-09.

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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 27,
2016
 
December 31,
2015
 
March 29,
2015
Available-for-sale: Corporate bonds
$
45,122

 
$
45,192

 
$
57,219

Trading securities: Mutual funds
38,567

 
36,256

 
37,667

 
$
83,689

 
$
81,448

 
$
94,886

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 2016 and 2015, the Company recognized gross unrealized losses of approximately $71,000 and $106,000, respectively, or $45,000 and $67,000 net of taxes, respectively, to adjust amortized cost to fair value. The marketable securities have contractual maturities that generally come due over the next 2 to 13 months.
The Company's trading securities relate to investments held by the Company to fund certain deferred compensation obligations. The trading securities are carried at fair value with gains and losses recorded in net income and investments are included in other long-term assets on the consolidated balance sheets.
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 27,
2016
 
December 31,
2015
 
March 29,
2015
Components at the lower of FIFO cost or market
 
 
 
 
 
Raw materials and work in process
$
158,632

 
$
161,704

 
$
153,734

Motorcycle finished goods
291,834

 
327,952

 
253,922

Parts and accessories and general merchandise
152,552

 
145,519

 
123,187

Inventory at lower of FIFO cost or market
603,018

 
635,175

 
530,843

Excess of FIFO over LIFO cost
(49,268
)
 
(49,268
)
 
(49,902
)
 
$
553,750

 
$
585,907

 
$
480,941


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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 27,
2016
 
March 29,
2015
Cash flows from operating activities:
 
 
 
Net income
$
250,489

 
$
269,854

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization of intangibles
50,027

 
46,028

Amortization of deferred loan origination costs
21,546

 
22,932

Amortization of financing origination fees
2,802

 
2,215

Provision for employee long-term benefits
9,203

 
12,318

Contributions to pension and postretirement plan payments
(29,641
)
 
(6,627
)
Stock compensation expense
7,053

 
8,046

Net change in wholesale finance receivables related to sales
(507,731
)
 
(465,598
)
Provision for credit losses
37,123

 
26,247

Pension and postretirement healthcare plan curtailment and settlement expense
300

 
—

Deferred income taxes
3,636

 
2,820

Foreign currency adjustments
(5,873
)
 
18,154

Other, net
(1,429
)
 
(2,507
)
Changes in current assets and liabilities:
 
 
 
Accounts receivable, net
(57,885
)
 
(49,936
)
Finance receivables—accrued interest and other
685

 
2,067

Inventories
40,539

 
(51,934
)
Accounts payable and accrued liabilities
222,800

 
305,102

Derivative instruments
1,196

 
399

Other
(3,709
)
 
35,120

Total adjustments
(209,358
)
 
(95,154
)
Net cash provided by operating activities
$
41,131

 
$
174,700

4. Acquisition
On August 4, 2015, the Company completed its purchase of certain assets and liabilities from Fred Deeley Imports, Ltd. (Deeley Imports) including, among other things, the acquisition of the exclusive right to distribute the Company's motorcycles and other products in Canada (Transaction) for total consideration of $59.9 million. The majority equity owner of Deeley Imports is a member of the Board of Directors of the Company. The Company believes that the acquisition of the Canadian distribution rights will align Harley-Davidson's Canada distribution with the Company's global go-to-market approach.
The financial impact of the acquisition, which is part of the Motorcycles segment, has been included in the Company's consolidated financial statements from the date of acquisition. Proforma information reflecting this acquisition has not been disclosed as the proforma impact on consolidated net income would not be material.

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The following table summarizes the fair values of the Deeley Imports assets acquired and liabilities assumed at the date of acquisition (in thousands):
 
August 4, 2015
Current assets
$
11,088

Property, plant and equipment
144

Intangible assets
20,842

Goodwill
28,567

   Total assets
60,641

Current liabilities
731

Net assets acquired
$
59,910

As noted above, in conjunction with the acquisition of certain assets and assumption of certain liabilities of Deeley Imports, the Company recorded goodwill of $28.6 million, all of which the Company believes is tax deductible, and intangible assets with an initial fair value of $20.8 million. Of the total intangible assets acquired, $13.3 million was assigned to reacquired distribution rights with a useful life of two years and $7.5 million was assigned to customer relationships with a useful life of twenty years. The Company agreed to reimburse Deeley Imports for certain severance costs associated with the Transaction resulting in $3.3 million of expense included in selling, administrative and engineering expense in the third quarter of 2015. The Company did not acquire any cash as part of the Transaction.
5. Goodwill and Intangible Assets
Changes in the carrying amount of goodwill for the Motorcycles segment were as follows (in thousands):
 
 
Three Months Ended
 
 
March 27, 2016
 
March 29, 2015
Balance, beginning of year
 
$
54,182

 
$
27,752

Currency translations
 
403

 
(2,120
)
Balance, end of period
 
$
54,585

 
$
25,632

The Motorcycles segment intangible assets consisted of the following (in thousands):
 
 
March 27, 2016
 
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net
 
Estimated useful life (years)
Other intangible assets
 
 
 
 
 
 
 
 
   Reacquired distribution rights
 
$
13,198

 
$
(4,399
)
 
$
8,799

 
2
   Customer relationships
 
7,445

 
(248
)
 
7,197

 
20
Total other intangible assets
 
$
20,643

 
$
(4,647
)
 
$
15,996

 
 
 
 
December 31, 2015
 
 
 
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net
 
Estimated useful life (years)
Other intangible assets
 
 
 
 
 
 
 
 
   Reacquired distribution rights
 
$
12,614

 
$
(2,628
)
 
$
9,986

 
2
   Customer relationships
 
7,116

 
(148
)
 
6,968

 
20
Total other intangible assets
 
$
19,730

 
$
(2,776
)
 
$
16,954

 
 
Intangible assets other than goodwill are included in other long-term assets on the Company's consolidated balance sheets. The gross carrying amounts at March 27, 2016 differs from the acquisition date amounts due to changes in foreign currency exchange rates.

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Amortization expense of other intangible assets for the three months ended March 27, 2016, was $1.7 million. The Company estimates future amortization to be approximately as follows (in thousands):
 
 
Estimated Amortization
2016 (remaining 9 months)
 
$
5,229

2017
 
4,222

2018
 
372

2019
 
372

2020
 
372

2021
 
372

Thereafter
 
5,057

 
 
$
15,996

The Financial Services segment did not have a goodwill or intangible assets balance at March 27, 2016 and March 29, 2015.
6. Finance Receivables
The Company 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 the Company and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and secured installment sales contracts. The Company holds either titles or liens on titles to vehicles financed by promissory notes and installment sales contracts.
The Company 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 27,
2016
 
December 31,
2015
 
March 29,
2015
Retail
$
6,012,804

 
$
5,991,471

 
$
5,576,558

Wholesale
1,519,946

 
1,023,860

 
1,404,854

Total finance receivables
7,532,750

 
7,015,331

 
6,981,412

Allowance for credit losses
(156,184
)
 
(147,178
)
 
(132,820
)
Finance receivables, net
$
7,376,566

 
$
6,868,153

 
$
6,848,592

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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Table of Contents

Changes in the allowance for credit losses on finance receivables by portfolio were as follows (in thousands):
 
Three months ended March 27, 2016
 
Retail
 
Wholesale
 
Total
Balance, beginning of period
$
139,320

 
$
7,858

 
$
147,178

Provision for credit losses
35,524

 
1,599

 
37,123

Charge-offs
(39,644
)
 
—

 
(39,644
)
Recoveries
11,527

 
—

 
11,527

Balance, end of period
$
146,727

 
$
9,457

 
$
156,184

 
 
 
 
 
 
 
Three months ended March 29, 2015
 
Retail
 
Wholesale
 
Total
Balance, beginning of period
$
122,025

 
$
5,339

 
$
127,364

Provision for credit losses
22,543

 
3,704

 
26,247

Charge-offs
(32,733
)
 
—

 
(32,733
)
Recoveries
11,942

 
—

 
11,942

Balance, end of period
$
123,777

 
$
9,043

 
$
132,820

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 established 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. The Company performs a periodic and systematic collective evaluation of the adequacy of the retail allowance for credit losses. The Company 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.

14
Table of Contents

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 27, 2016
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$
—

 
$
—

 
$
—

Collectively evaluated for impairment
146,727

 
9,457

 
156,184

Total allowance for credit losses
$
146,727

 
$
9,457

 
$
156,184

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$
—

 
$
—

 
$
—

Collectively evaluated for impairment
6,012,804

 
1,519,946

 
7,532,750

Total finance receivables
$
6,012,804

 
$
1,519,946

 
$
7,532,750

 
 
 
 
 
 
 
December 31, 2015
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$
—

 
$
—

 
$
—

Collectively evaluated for impairment
139,320

 
7,858

 
147,178

Total allowance for credit losses
$
139,320

 
$
7,858

 
$
147,178

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$
—

 
$
—

 
$
—

Collectively evaluated for impairment
5,991,471

 
1,023,860

 
7,015,331

Total finance receivables
$
5,991,471

 
$
1,023,860

 
$
7,015,331

 
 
 
 
 
 
 
March 29, 2015
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$
—

 
$
—

 
$
—

Collectively evaluated for impairment
123,777

 
9,043

 
132,820

Total allowance for credit losses
$
123,777

 
$
9,043

 
$
132,820

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$
—

 
$
—

 
$
—

Collectively evaluated for impairment
5,576,558

 
1,404,854

 
6,981,412

Total finance receivables
$
5,576,558

 
$
1,404,854

 
$
6,981,412

There were no wholesale finance receivables at March 27, 2016, December 31, 2015, or March 29, 2015 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 27, 2016, December 31, 2015 and March 29, 2015, all retail finance receivables were accounted for as interest-earning receivables, of which $22.9 million, $32.8 million and $19.0 million, respectively, were 90 days or more past due.

15
Table of Contents

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. The Company 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 27, 2016, December 31, 2015 or March 29, 2015. At March 27, 2016, December 31, 2015 and March 29, 2015, $0.5 million, $0.1 million, and $0.1 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 27, 2016
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,864,850

 
$
94,984

 
$
30,094

 
$
22,876

 
$
147,954

 
$
6,012,804

Wholesale
1,517,926

 
1,407

 
135

 
478

 
2,020

 
1,519,946

Total
$
7,382,776

 
$
96,391

 
$
30,229

 
$
23,354

 
$
149,974

 
$
7,532,750

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,796,003

 
$
118,996

 
$
43,680

 
$
32,792

 
$
195,468

 
$
5,991,471

Wholesale
1,022,365

 
888

 
530

 
77

 
1,495

 
1,023,860

Total
$
6,818,368

 
$
119,884

 
$
44,210

 
$
32,869

 
$
196,963

 
$
7,015,331

 
 
 
 
 
 
 
 
 
 
 
 
 
March 29, 2015
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,451,248

 
$
82,302

 
$
24,013

 
$
18,995

 
$
125,310

 
$
5,576,558

Wholesale
1,404,160

 
443

 
107

 
144

 
694

 
1,404,854

Total
$
6,855,408

 
$
82,745

 
$
24,120

 
$
19,139

 
$
126,004

 
$
6,981,412

A significant part of managing the Company's finance receivable portfolios includes the assessment of credit risk associated with each borrower. As the credit risk varies between the retail and wholesale portfolios, the Company utilizes different credit risk indicators for each portfolio.
The Company manages retail credit risk through its credit approval policy and ongoing collection efforts. The Company 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.
The recorded investment in retail finance receivables, by credit quality indicator, was as follows (in thousands):
 
March 27, 2016
 
December 31, 2015
 
March 29, 2015
Prime
$
4,798,394

 
$
4,777,448

 
$
4,400,440

Sub-prime
1,214,410

 
1,214,023

 
1,176,118

Total
$
6,012,804

 
$
5,991,471

 
$
5,576,558

The Company's 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. The Company 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.

16
Table of Contents

The Company uses the following internal credit quality indicators, based on an 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 in wholesale finance receivables, by internal credit quality indicator, was as follows (in thousands):
 
March 27, 2016
 
December 31, 2015
 
March 29, 2015
Doubtful
$
—

 
$
5,169

 
$
1,523

Substandard
24,391

 
21,774

 
21,854

Special Mention
7,220

 
6,271

 
—

Medium Risk
11,610

 
11,494

 
19,634

Low Risk
1,476,725

 
979,152

 
1,361,843

Total
$
1,519,946

 
$
1,023,860

 
$
1,404,854

7. Asset-Backed Financing
The Company participates in asset-backed financing both through term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowings because either they are transferred to consolidated variable interest entities (VIEs) or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860, "Transfers and Servicing" (ASC Topic 860). In the Company's asset-backed financing programs, the Company 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 retains servicing rights and a residual interest in the VIEs in the form of a debt security.
The Company is required to consolidate any VIE 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. As the servicer, HDFS is the variable interest holder with the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. As a residual interest holder, HDFS has the obligation to absorb losses and the right to receive benefits which could potentially be significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates all of these VIEs within its consolidated financial statements.
The Company is not the primary beneficiary of the asset-backed Canadian commercial paper conduit facility VIE; therefore, the Company does not consolidate this VIE. However, the Company 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 the Company are eliminated in consolidation and therefore are not recorded on a consolidated basis. The Company 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.
The Company adopted ASU No. 2015-03 and ASU No. 2015-15 on January 1, 2016. Upon adoption, the Company reclassified debt issuance costs, other than debt issuance costs related to line of credit arrangements (including the asset-backed commercial paper programs), from other assets to debt on the balance sheet. Refer to Note 2 for further discussion of newly adopted ASUs.

    


17
Table of Contents

The following table shows the assets and liabilities related to the asset-backed financings that were included in the financial statements (in thousands):
 
March 27, 2016
 
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
$
1,421,332

 
$
(35,161
)
 
$
102,594

 
$
4,169

 
$
1,492,934

 
$
1,286,729

Asset-backed U.S. commercial paper conduit facility
—

 
—

 
—

 
302

 
302

 
—

Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
168,264

 
(3,155
)
 
12,330

 
406

 
177,845

 
153,311

Total on-balance sheet assets and liabilities
$
1,589,596

 
$
(38,316
)
 
$
114,924

 
$
4,877

 
$
1,671,081

 
$
1,440,040

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
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
$
1,611,624

 
$
(37,937
)
 
$
100,151

 
$
4,383

 
$
1,678,221

 
$
1,459,377

Asset-backed U.S. commercial paper conduit facility
—

 
—

 
—

 
323

 
323

 
—

Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
170,708

 
(3,061
)
 
10,491

 
393

 
178,531

 
153,839

Total on-balance sheet assets and liabilities
$
1,782,332

 
$
(40,998
)
 
$
110,642

 
$
5,099

 
$
1,857,075

 
$
1,613,216

 
 
 
 
 
 
 
 
 
 
 
 
 
March 29, 2015
 
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
$
1,919,723

 
$
(43,128
)
 
$
138,574

 
$
3,443

 
$
2,018,612

 
$
1,766,014

Asset-backed U.S. commercial paper conduit facility
—

 
—

 
—

 
311

 
311

 
—

Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
169,278

 
(2,999
)
 
12,057

 
398

 
178,734

 
154,035

Total on-balance sheet assets and liabilities
$
2,089,001

 
$
(46,127
)
 
$
150,631

 
$
4,152

 
$
2,197,657

 
$
1,920,049

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. Restricted cash 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 2016 to 2022.

18
Table of Contents

There were no term asset-backed securitization transactions during the first quarter of 2016. During the first quarter of 2015, the Company issued $700.0 million ($697.6 million net of discount and issuance costs) of secured notes through a term asset-backed securitization transaction.
Asset-Backed U.S. Commercial Paper Conduit Facility VIE
On December 14, 2015, the Company entered into a new revolving facility agreement (U.S. Conduit) with a third party bank-sponsored asset-backed U.S. commercial paper conduit, which provides for a total aggregate commitment of up to $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral. The prior facility agreement expired on December 14, 2015 and had similar terms.
Under the facility, the Company 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 to the extent the advance is not funded by a conduit lender through the issuance of commercial paper plus, in each case, a program fee based on outstanding principal. The U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt will be 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 the Company and the lenders, the U.S. Conduit expires on December 14, 2016.
The SPE had no borrowings outstanding under the U.S. Conduit at March 27, 2016, December 31, 2015 or March 29, 2015; therefore, assets that the U.S. Conduit holds 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 2015, the Company amended its facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables for proceeds up to C$240.0 million. The transferred assets are restricted as collateral for the payment of the debt. 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$240.0 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 the Company and the lenders, the Canadian Conduit expires on June 30, 2016. The contractual maturity of the debt is approximately 5 years.
As the Company 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, was $24.5 million at March 27, 2016. The maximum exposure is not an indication of the Company's expected loss exposure.
The following table includes quarterly transfers of Canadian retail motorcycle finance receivables to the Canadian Conduit and the respective proceeds (in thousands):
 
2016
 
2015
 
Transfers
 
Proceeds
 
Transfers
 
Proceeds
First quarter
$
6,600

 
$
5,800

 
$
19,200

 
$
16,800


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Table of Contents

8. 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 required by particular events or circumstances. In determining the 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 and commodity prices. The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Forward contracts for foreign currency, commodities and interest rates are valued using current quoted forward rates and prices; 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.

20
Table of Contents

Recurring Fair Value Measurements
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):
 
March 27, 2016
 
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
$
531,823

 
$
426,700

 
$
105,123

 
$
—

Marketable securities
83,689

 
38,567

 
45,122

 
—

Derivatives
3,651

 
—

 
3,651

 
—

 
$
619,163

 
$
465,267

 
$
153,896

 
$
—

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
3,176

 
$
—

 
$
3,176

 
$
—

 
 
 
 
 
 
 
 
 
December 31, 2015
 
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
$
555,910

 
$
390,706

 
$
165,204

 
$
—

Marketable securities
81,448

 
36,256

 
45,192

 
—

Derivatives
16,235

 
—

 
16,235

 
—

 
$
653,593

 
$
426,962

 
$
226,631

 
$
—

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
1,300

 
$
—

 
$
1,300

 
$
—

 
 
 
 
 
 
 
 
 
March 29, 2015
 
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
$
975,411

 
$
510,090

 
$
465,321

 
$
—

Marketable securities
94,886

 
37,667

 
57,219

 
—

Derivatives
49,290

 
—

 
49,290

 
—

 
$
1,119,587

 
$
547,757

 
$
571,830

 
$
—

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
1,886

 
$
—

 
$
1,886

 
$
—

Nonrecurring Fair Value Measurements
Repossessed inventory is recorded at the lower of cost or net realizable value through a nonrecurring fair value measurement. Repossessed inventory was $18.6 million, $17.7 million and $14.5 million at March 27, 2016, December 31, 2015 and March 29, 2015, for which the fair value adjustment was $6.5 million, $8.6 million and $3.5 million, respectively. Fair value is estimated using Level 2 inputs based on the recent market values of repossessed inventory.

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Table of Contents

9. 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, and foreign currency exchange and commodity contracts (derivative instruments are discussed further in Note 10).
The following table summarizes the fair value and carrying value of the Company’s financial instruments (in thousands):
 
March 27, 2016
 
December 31, 2015
 
March 29, 2015
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
694,013

 
$
694,013

 
$
722,209

 
$
722,209

 
$
1,168,724

 
$
1,168,724

Marketable securities
$
83,689

 
$
83,689

 
$
81,448

 
$
81,448

 
$
94,886

 
$
94,886

Derivatives
$
3,651

 
$
3,651

 
$
16,235

 
$
16,235

 
$
49,290

 
$
49,290

Finance receivables, net
$
7,462,125

 
$
7,376,566

 
$
6,937,053

 
$
6,868,153

 
$
6,927,898

 
$
6,848,592

Restricted cash
$
114,924

 
$
114,924

 
$
110,642

 
$
110,642

 
$
150,631

 
$
150,631

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Derivatives
$
3,176

 
$
3,176

 
$
1,300

 
$
1,300

 
$
1,886

 
$
1,886

Unsecured commercial paper
$
869,972

 
$
869,972

 
$
1,201,380

 
$
1,201,380

 
$
70,329

 
$
70,329

Global credit facilities
$
101

 
$
101

 
$
—

 
$
—

 
$
—

 
$
—

Asset-backed Canadian commercial paper conduit facility
$
153,311

 
$
153,311

 
$
153,839

 
$
153,839

 
$
154,035

 
$
154,035

Medium-term notes
$
4,217,449

 
$
4,061,832

 
$
3,410,966

 
$
3,316,949

 
$
4,176,254

 
$
3,922,136

Senior unsecured notes
$
777,336

 
$
740,821

 
$
737,435

 
$
746,934

 
$
—

 
$
—

Term asset-backed securitization debt
$
1,288,292

 
$
1,286,729

 
$
1,455,776

 
$
1,459,377

 
$
1,771,363

 
$
1,766,014

Cash and Cash Equivalents and Restricted Cash – With the exception of certain cash equivalents, the carrying values of these items in the financial statements are based on 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 – The carrying value of marketable securities in the financial statements is based on fair value. The fair value of marketable securities is determined primarily based on quoted prices for identical instruments or on quoted market prices of similar financial assets. Fair value is based on Level 1 or Level 2 inputs.
Finance Receivables, Net – The carrying value of retail and wholesale finance receivables in the financial statements is amortized 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 amortized 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 – Forward contracts for foreign currency exchange and commodities are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of these contracts is determined using quoted forward rates and prices. Fair value is calculated using Level 2 inputs.
Debt – The carrying value of debt in the financial statements is generally amortized cost, net of discounts and debt issuance costs. 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 global credit facilities approximates fair value because the interest rates charged under this facility are tied directly to market rates and fluctuate as market rates change.
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.

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Table of Contents

The fair values of the medium-term notes are estimated based upon rates available at the end of the period for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.
The fair value of the senior unsecured notes was estimated based upon rates available at the end of the period for debt with similar terms and remaining maturities. Fair value was calculated using Level 2 inputs.
The fair value of the debt related to term asset-backed securitization transactions is estimated based on pricing available at the end of the period for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs.
10. 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 8). 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 utilizes foreign currency exchange contracts to mitigate the effects of the Euro, the Australian dollar, the Japanese yen, the Brazilian real, and the Mexican peso. The Company utilizes foreign currency exchange contracts to mitigate the effects of these currencies’ fluctuations on earnings. The foreign currency exchange 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 exchange contracts and commodity contracts generally have maturities of less than one year.
During the second quarter of 2015, the Company entered into treasury rate locks to fix the interest rate on a portion of the principal related to its anticipated issuance of senior unsecured debt during the third quarter of 2015. The treasury rate lock contracts were settled in July 2015. The loss at settlement was recorded in accumulated other comprehensive loss and will be reclassified into earnings over the life of the debt.

23
Table of Contents

The following table summarizes the fair value of the Company’s derivative financial instruments (in thousands):
 
March 27, 2016
 
December 31, 2015
 
March 29, 2015
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)
$
488,193

 
$
3,592

 
$
2,222

 
$
436,352

 
$
16,167

 
$
181

 
$
416,844

 
$
49,290

 
$
12

Commodity
contracts(c)
895

 
—

 
135

 
968

 
—

 
159

 
1,432

 
—

 
220

Total
$
489,088

 
$
3,592

 
$
2,357


$
437,320

 
$
16,167

 
$
340


$
418,276

 
$
49,290

 
$
232

 
March 27, 2016
 
December 31, 2015
 
March 29, 2015
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
$
6,004

 
$
59

 
$
819

 
$
6,510

 
$
68

 
$
960

 
$
11,358

 
$
—

 
$
1,654

 
$
6,004


$
59

 
$
819

 
$
6,510

 
$
68

 
$
960

 
$
11,358

 
$
—

 
$
1,654

 
(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) Recognized in OCI, before tax
 
Three months ended
Cash Flow Hedges
March 27,
2016
 
March 29,
2015
Foreign currency contracts
$
(12,523
)
 
$
32,668

Commodity contracts
(192
)
 
(120
)
Total
$
(12,715
)
 
$
32,548

 
Amount of Gain/(Loss) Reclassified from AOCL into Income
 
 
 
Three months ended
 
Expected to be Reclassified
Cash Flow Hedges
March 27,
2016
 
March 29,
2015
 
Over the Next Twelve Months
Foreign currency contracts(a)
$
856

 
$
15,276

 
$
3,359

Commodity contracts(a)
(215
)
 
(315
)
 
(135
)
Treasury rate locks(b)
(90
)
 
—

 
(362
)
Total
$
551

 
$
14,961

 
$
2,862

(a)
Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold
(b)
Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in interest expense
For the three months ended March 27, 2016 and March 29, 2015, 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.

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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) Recognized in Income on Derivative
 
 
Three months ended
Derivatives Not Designated As Hedges
 
March 27,
2016
 
March 29,
2015
Commodity contracts(a)
 
$
(292
)
 
$
(540
)
Total
 
$
(292
)
 
$
(540
)
(a)
Gain/(loss) recognized in income is included in cost of goods sold.
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.
11. Accumulated Other Comprehensive Loss
The following tables set forth the changes in accumulated other comprehensive loss (AOCL) (in thousands):
 
 
 
Three months ended March 27, 2016
 
 
Foreign currency translation adjustments
 
Marketable securities
 
Derivative financial instruments
 
Pension and postretirement benefit plans
 
Total
Balance, beginning of period
 
$
(58,844
)
 
$
(1,094
)
 
$
5,886

 
$
(561,153
)
 
$
(615,205
)
Other comprehensive income (loss) before reclassifications
 
14,571

 
(71
)
 
(12,715
)
 
—

 
1,785

Income tax
 
(1,878
)
 
26

 
4,710

 
—

 
2,858

Net other comprehensive income (loss) before reclassifications
 
12,693

 
(45
)
 
(8,005
)
 
—

 
4,643

Reclassifications:
 
 
 
 
 
 
 
 
 
 
Realized (gains) losses - foreign currency contracts(a)
 
—

 
—

 
(856
)
 
—

 
(856
)
Realized (gains) losses - commodities contracts(a)
 
—

 
—

 
215

 
—

 
215

Realized (gains) losses - treasury rate lock(c)
 
—

 
—

 
90

 
—

 
90

Prior service credits(b)
 
—

 
—

 
—

 
(446
)
 
(446
)
Actuarial losses(b)
 
—

 
—

 
—

 
12,471

 
12,471

Total reclassifications before tax
 
—

 
—

 
(551
)
 
12,025

 
11,474

Income tax expense (benefit)
 
—

 
—

 
204

 
(4,454
)
 
(4,250
)
Net reclassifications
 
—

 
—

 
(347
)
 
7,571

 
7,224

Other comprehensive income (loss)
 
12,693

 
(45
)
 
(8,352
)
 
7,571

 
11,867

Balance, end of period
 
$
(46,151
)
 
$
(1,139
)
 
$
(2,466
)
 
$
(553,582
)
 
$
(603,338
)
 
 
 
 
 
 
 
 
 
 
 

25
Table of Contents

 
 
Three months ended March 29, 2015
 
 
Foreign currency translation adjustments
 
Marketable securities
 
Derivative financial instruments