Edgar Filing: HARLEY DAVIDSON INC

Document

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 June 25, 2017



¨	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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ¨

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 July 28, 2017: 170,594,597 shares

Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended June 25, 2017



Part I	Financial Information	3

Item 1.	Financial Statements	3
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	62

Part II	Other Information	63

Item 1.	Legal Proceedings	63

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 6.	Exhibits	63

Signatures		64

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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				Six months ended
	June 25, 2017		June 26, 2016		June 25, 2017		June 26, 2016
Revenue:
Motorcycles and Related Products	$	1,577,135	$	1,670,113	$	2,905,846	$	3,246,723
Financial Services	188,034		190,964		361,255		364,322
Total revenue	1,765,169		1,861,077		3,267,101		3,611,045
Costs and expenses:
Motorcycles and Related Products cost of goods sold	1,001,512		1,062,555		1,852,738		2,048,885
Financial Services interest expense	44,408		42,895		87,697		88,814
Financial Services provision for credit losses	26,217		23,461		69,806		60,584
Selling, administrative and engineering expense	291,450		319,844		563,800		611,612
Total costs and expenses	1,363,587		1,448,755		2,574,041		2,809,895
Operating income	401,582		412,322		693,060		801,150
Investment income	577		688		1,456		1,454
Interest expense	7,726		7,094		15,399		14,262
Income before provision for income taxes	394,433		405,916		679,117		788,342
Provision for income taxes	135,566		125,485		233,881		257,422
Net income	$	258,867	$	280,431	$	445,236	$	530,920
Earnings per common share:
Basic	$	1.48	$	1.55	$	2.54	$	2.92
Diluted	$	1.48	$	1.55	$	2.53	$	2.91
Cash dividends per common share	$	0.365	$	0.350	$	0.730	$	0.700

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						Six months ended
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
Net income	$	258,867		$	280,431		$	445,236		$	530,920
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	9,637			2,628			25,194			15,321
Derivative financial instruments	(10,412		)	3,009			(19,464		)	(5,343		)
Marketable securities	1,204			(32		)	1,194			(77		)
Pension and postretirement benefit plans	7,256			7,572			14,512			15,143
Total other comprehensive income, net of tax	7,685			13,177			21,436			25,044
Comprehensive income	$	266,552		$	293,608		$	466,672		$	555,964

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)
	June 25, 2017			December 31, 2016			June 26, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	988,476		$	759,984		$	864,670
Marketable securities	—			5,519			5,070
Accounts receivable, net	330,933			285,106			311,956
Finance receivables, net	2,338,533			2,076,261			2,457,974
Inventories	372,012			499,917			371,196
Restricted cash	63,225			52,574			78,078
Deferred income taxes	—			—			116,214
Other current assets	151,423			174,491			153,866
Total current assets	4,244,602			3,853,852			4,359,024
Finance receivables, net	4,994,002			4,759,197			4,824,071
Property, plant and equipment, net	946,326			981,593			951,309
Goodwill	54,630			53,391			54,542
Deferred income taxes	170,358			167,729			83,047
Other long-term assets	77,853			74,478			76,447
	$	10,487,771		$	9,890,240		$	10,348,440
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	327,346		$	235,318		$	273,696
Accrued liabilities	533,412			486,652			485,811
Short-term debt	928,445			1,055,708			1,020,487
Current portion of long-term debt, net	1,565,558			1,084,884			732,773
Total current liabilities	3,354,761			2,862,562			2,512,767
Long-term debt, net	4,678,350			4,666,975			5,308,063
Pension liability	51,797			84,442			129,465
Postretirement healthcare liability	166,023			173,267			188,846
Other long-term liabilities	190,673			182,836			188,292
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, none issued	—			—			—
Common stock	1,813			1,806			3,453
Additional paid-in-capital	1,404,428			1,381,862			1,349,755
Retained earnings	1,654,457			1,337,673			9,365,105
Accumulated other comprehensive loss	(543,945		)	(565,381		)	(590,161		)
Treasury stock, at cost	(470,586		)	(235,802		)	(8,107,145		)
Total shareholders’ equity	2,046,167			1,920,158			2,021,007
	$	10,487,771		$	9,890,240		$	10,348,440

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HARLEY-DAVIDSON, INC.

CONSOLIDATED BALANCE SHEETS (continued)

(In thousands)



	(Unaudited)				(Unaudited)
	June 25, 2017		December 31, 2016		June 26, 2016
Balances held by consolidated variable interest entities (Note 10)
Current finance receivables, net	$	217,348	$	225,289	$	258,870
Other assets	$	2,170	$	2,781	$	3,047
Non-current finance receivables, net	$	653,683	$	643,047	$	884,226
Restricted cash - current and non-current	$	62,973	$	57,057	$	79,475
Current portion of long-term debt, net	$	241,754	$	241,396	$	288,786
Long-term debt, net	$	559,379	$	554,879	$	786,145

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

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HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Six months ended
	June 25, 2017			June 26, 2016
Net cash provided by operating activities (Note 3)	$	627,068		$	456,290
Cash flows from investing activities:
Capital expenditures	(69,816		)	(107,531		)
Origination of finance receivables	(1,977,839		)	(1,991,384		)
Collections on finance receivables	1,647,799			1,630,213
Proceeds from finance receivables sold	—			312,571
Sales and redemptions of marketable securities	6,916			40,000
Other	115			166
Net cash used by investing activities	(392,825		)	(115,965		)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	893,668			1,193,396
Repayments of medium-term notes	(400,000		)	(450,000		)
Repayments of securitization debt	(275,659		)	(385,837		)
Borrowings of asset-backed commercial paper	341,625			33,428
Repayments of asset-backed commercial paper	(77,732		)	(34,989		)
Net decrease in credit facilities and unsecured commercial paper	(128,787		)	(181,259		)
Net change in restricted cash	(7,248		)	17,992
Dividends paid	(128,452		)	(127,800		)
Purchase of common stock for treasury	(243,055		)	(269,411		)
Excess tax benefits from share-based payments	—			331
Issuance of common stock under employee stock option plans	7,432			2,367
Net cash used by financing activities	(18,208		)	(201,782		)
Effect of exchange rate changes on cash and cash equivalents	12,457			3,918
Net increase in cash and cash equivalents	$	228,492		$	142,461
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	759,984		$	722,209
Net increase in cash and cash equivalents	228,492			142,461
Cash and cash equivalents—end of period	$	988,476		$	864,670

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

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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 June 25, 2017 and June 26, 2016, the consolidated statements of income for the three and six month periods then ended, the consolidated statements of comprehensive income for the three and six month periods then ended and the 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 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, 2016.

The Company operates in two 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 March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09 Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 amends the guidance on several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. The Company adopted ASU 2016-09 on January 1, 2017. The Company elected to apply the amendments related to the classification of excess tax benefits on the statement of cash flows on a prospective basis, and prior periods were not adjusted. The adoption of ASU 2016-09 did not have a material impact on the Company's consolidated financial statements.

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 adopted ASU 2015-11 on January 1, 2017. The adoption of ASU 2015-11 did not have a material 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 interim periods therein. The guidance may be adopted using either a full retrospective or modified retrospective approach. The Company expects to adopt the new revenue recognition guidance using the modified retrospective method. The Company's efforts to evaluate the impact of the standard and to prepare for its adoption on January 1, 2018 are well underway. Based on the work completed to date (which includes the review of significant revenue sources), the Company expects the recognition of revenue for sales of motorcycles, parts and accessories and general

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merchandise products under the new revenue recognition guidance will occur at a point in time, which is consistent with current practice. Interest income, which makes up the vast majority of revenue in the Financial Services segment, is not within the scope of the new standard. The Company is also assessing its process for accumulating the required information for enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from its contracts with customers.

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 of ASU 2016-02.

In July 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires a more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. The Company is required to adopt ASU 2016-13 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019 on a modified retrospective basis. Early adoption is permitted for fiscal years beginning after December 15, 2018. An entity should apply the standard by recording a cumulative effect adjustment to retained earnings upon adoption. Adoption of this standard will impact how the Company recognizes credit losses on its financial instruments. The Company is currently evaluating the impact of adoption of ASU 2016-13 but anticipates the adoption of ASU 2016-13 will result in an increase in the annual provision for credit losses and the related allowance for credit losses.

In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in practice regarding how certain cash receipts and cash payments are presented in the statement of cash flows. The standard provides guidance on the classification of the following items: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows. The Company is required to adopt ASU 2016-15 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-15.

In October 2016, the FASB issued ASU No. 2016-16 Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). ASU 2016-16 states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Two common assets included in the scope of the ASU are intellectual property and property, plant and equipment. The Company is required to adopt ASU 2016-16 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 using a modified retrospective approach with a cumulative-effect adjustment to retained earnings. The Company does not expect the adoption of ASU 2016-16 to have a material impact on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As such, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company is required to adopt ASU 2016-18 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 on a retrospective basis. Early adoption is permitted, including adoption in an interim period. Subsequent to the adoption of ASU 2016-18, the change in

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restricted cash would be excluded from the change in cash flows from financing activities and included in the change in total cash, restricted cash and cash equivalents as reported in the statement of cash flows.

In January 2017, the FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the requirement to calculate the implied fair value of goodwill. Rather, the goodwill impairment is calculated by comparing the fair value of a reporting unit to its carrying value, and an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value, limited to the total goodwill allocated to the reporting unit. All reporting units apply the same impairment test under the new standard. The Company is required to adopt ASU 2017-04 for its annual and any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

In March 2017, the FASB issued ASU No. 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07). ASU 2017-07 amends ASC 715, Compensation - Retirement Benefits by requiring employers to present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost will be presented separately from the line item that includes the service cost and outside of any subtotal of operating income. The guidance also limits the components that are eligible for capitalization in assets. The Company is required to adopt ASU 2017-07 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period for which interim or annual financial statements have not been issued or made available for issuance. The amendments related to the presentation of the components of net periodic benefit cost should be applied retrospectively. The amendments related to the capitalization of certain components in assets should be applied prospectively. The Company's net periodic benefit cost components are disclosed in Note 13.

3. Additional Balance Sheet and Cash Flow Information

Marketable Securities

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



	June 25, 2017		December 31, 2016		June 26, 2016
Available-for-sale securities: corporate bonds	$	—	$	5,519	$	5,070
Trading securities: mutual funds	44,156		38,119		37,651
Total marketable securities	$	44,156	$	43,638	$	42,721

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 2017 and 2016, unrealized losses were not material. There were no available-for-sale securities outstanding at June 25, 2017.

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 net realizable value. 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 net realizable value using the first-in, first-out (FIFO) method. Inventories consisted of the following (in thousands):

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	June 25, 2017			December 31, 2016			June 26, 2016
Components at the lower of FIFO cost or net realizable value
Raw materials and work in process	$	117,199		$	140,639		$	134,702
Motorcycle finished goods	186,244			285,281			152,035
Parts and accessories and general merchandise	116,836			122,264			133,727
Inventory at lower of FIFO cost or net realizable value	420,279			548,184			420,464
Excess of FIFO over LIFO cost	(48,267		)	(48,267		)	(49,268		)
Total inventories, net	$	372,012		$	499,917		$	371,196

Operating Cash Flow

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



	Six months ended
	June 25, 2017			June 26, 2016
Cash flows from operating activities:
Net income	$	445,236		$	530,920
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles	107,578			100,956
Amortization of deferred loan origination costs	40,771			43,555
Amortization of financing origination fees	4,079			5,146
Provision for long-term employee benefits	14,950			19,005
Employee benefit plan contributions and payments	(37,307		)	(35,189		)
Stock compensation expense	17,497			15,797
Net change in wholesale finance receivables related to sales	(271,927		)	(442,254		)
Provision for credit losses	69,806			60,584
Gain on off-balance sheet asset-backed securitization	—			(9,269		)
Deferred income taxes	178			(3,548		)
Other, net	(4,163		)	(20,508		)
Changes in current assets and liabilities:
Accounts receivable, net	(28,239		)	(55,109		)
Finance receivables - accrued interest and other	2,067			(125		)
Inventories	138,942			225,586
Accounts payable and accrued liabilities	133,120			53,790
Derivative instruments	3,114			(1,474		)
Other	(8,634		)	(31,573		)
Total adjustments	181,832			(74,630		)
Net cash provided by operating activities	$	627,068		$	456,290

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4. 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):



	June 25, 2017			December 31, 2016			June 26, 2016
Retail	$	6,267,211		$	5,982,211		$	6,020,750
Wholesale	1,258,852			1,026,590			1,422,648
Total finance receivables	7,526,063			7,008,801			7,443,398
Allowance for credit losses	(193,528		)	(173,343		)	(161,353		)
Finance receivables, net	$	7,332,535		$	6,835,458		$	7,282,045

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 25, 2017
	Retail			Wholesale			Total
Balance, beginning of period	$	176,068		$	7,962		$	184,030
Provision for credit losses	26,550			(333		)	26,217
Charge-offs	(30,374		)	—			(30,374		)
Recoveries	13,655			—			13,655
Balance, end of period	$	185,899		$	7,629		$	193,528

	Three months ended June 26, 2016
	Retail			Wholesale			Total
Balance, beginning of period	$	146,727		$	9,457		$	156,184
Provision for credit losses	24,563			(1,102		)	23,461
Charge-offs	(26,460		)	—			(26,460		)
Recoveries	11,459			—			11,459
Other ^(a)	(3,291		)	—			(3,291		)
Balance, end of period	$	152,998		$	8,355		$	161,353

	Six months ended June 25, 2017
	Retail			Wholesale			Total
Balance, beginning of period	$	166,810		$	6,533		$	173,343
Provision for credit losses	68,710			1,096			69,806
Charge-offs	(76,298		)	—			(76,298		)
Recoveries	26,677			—			26,677
Balance, end of period	$	185,899		$	7,629		$	193,528

	Six months ended June 26, 2016
	Retail			Wholesale			Total
Balance, beginning of period	$	139,320		$	7,858		$	147,178
Provision for credit losses	60,087			497			60,584
Charge-offs	(66,104		)	—			(66,104		)
Recoveries	22,986			—			22,986
Other ^(a)	(3,291		)	—			(3,291		)
Balance, end of period	$	152,998		$	8,355		$	161,353


(a)	Related to the sale of finance receivables with a principal balance of $301.8 million through an off-balance sheet asset-backed securitization transaction (see Note 10 for additional information).

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

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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.

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 25, 2017
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	185,899		7,629		193,528
Total allowance for credit losses	$	185,899	$	7,629	$	193,528
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	6,267,211		1,258,852		7,526,063
Total finance receivables	$	6,267,211	$	1,258,852	$	7,526,063

	December 31, 2016
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	166,810		6,533		173,343
Total allowance for credit losses	$	166,810	$	6,533	$	173,343
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,982,211		1,026,590		7,008,801
Total finance receivables	$	5,982,211	$	1,026,590	$	7,008,801

	June 26, 2016
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	152,998		8,355		161,353
Total allowance for credit losses	$	152,998	$	8,355	$	161,353
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	6,020,750		1,422,648		7,443,398
Total finance receivables	$	6,020,750	$	1,422,648	$	7,443,398

There were no wholesale finance receivables at June 25, 2017, December 31, 2016, or June 26, 2016 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

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repossessed or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of June 25, 2017, December 31, 2016 and June 26, 2016, all retail finance receivables were accounted for as interest-earning receivables, of which $25.1 million, $40.4 million and $21.9 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. Wholesale finance receivables are written down once management determines that the specific borrower does not have the ability to repay the loan in full. 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. There were no wholesale receivables on non-accrual status at June 25, 2017, December 31, 2016 or June 26, 2016. At June 25, 2017, December 31, 2016 and June 26, 2016, $1.1 million, $0.3 million, and $0.2 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 25, 2017
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	6,086,592	$	118,616	$	36,914	$	25,089	$	180,619	$	6,267,211
Wholesale	1,257,301		281		142		1,128		1,551		1,258,852
Total	$	7,343,893	$	118,897	$	37,056	$	26,217	$	182,170	$	7,526,063

	December 31, 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	$	5,760,818	$	131,302	$	49,642	$	40,449	$	221,393	$	5,982,211
Wholesale	1,024,995		1,000		319		276		1,595		1,026,590
Total	$	6,785,813	$	132,302	$	49,961	$	40,725	$	222,988	$	7,008,801

	June 26, 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	$	5,852,659	$	108,192	$	37,961	$	21,938	$	168,091	$	6,020,750
Wholesale	1,421,846		457		153		192		802		1,422,648
Total	$	7,274,505	$	108,649	$	38,114	$	22,130	$	168,893	$	7,443,398

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):



	June 25, 2017		December 31, 2016		June 26, 2016
Prime	$	5,034,187	$	4,768,420	$	4,756,479
Sub-prime	1,233,024		1,213,791		1,264,271
Total	$	6,267,211	$	5,982,211	$	6,020,750

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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. 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 borrower's 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):



	June 25, 2017		December 31, 2016		June 26, 2016
Doubtful	$	5,203	$	1,333	$	—
Substandard	10,458		1,773		19,637
Special Mention	4,953		30,152		4,334
Medium Risk	8,115		14,620		6,350
Low Risk	1,230,123		978,712		1,392,327
Total	$	1,258,852	$	1,026,590	$	1,422,648

5. 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 and commodities are valued using current quoted forward rates and prices; 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 25, 2017
	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	$	625,485	$	375,550	$	249,935	$	—
Marketable securities	44,156		44,156		—		—
Derivatives	458		—		458		—
Total	$	670,099	$	419,706	$	250,393	$	—
Liabilities:
Derivatives	$	4,865	$	—	$	4,865	$	—

	December 31, 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	$	531,519	$	426,266	$	105,253	$	—
Marketable securities	43,638		38,119		5,519		—
Derivatives	29,034		—		29,034		—
Total	$	604,191	$	464,385	$	139,806	$	—
Liabilities:
Derivatives	$	142	$	—	$	142	$	—

	June 26, 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	$	549,426	$	392,800	$	156,626	$	—
Marketable securities	42,721		37,651		5,070		—
Derivatives	9,528		—		9,528		—
Total	$	601,675	$	430,451	$	171,224	$	—
Liabilities:
Derivatives	$	1,605	$	—	$	1,605	$	—

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 $17.9 million, $19.3 million and $15.3 million at June 25, 2017, December 31, 2016 and June 26, 2016, respectively, for which the fair value adjustment was $2.7 million, $9.3 million and $3.6 million, respectively. Fair value is estimated using Level 2 inputs based on the recent market values of repossessed inventory.

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6. Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, finance receivables, net, debt, foreign currency exchange and commodity contracts (derivative instruments are discussed further in Note 7).

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



	June 25, 2017				December 31, 2016				June 26, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	988,476	$	988,476	$	759,984	$	759,984	$	864,670	$	864,670
Marketable securities	$	44,156	$	44,156	$	43,638	$	43,638	$	42,721	$	42,721
Derivatives	$	458	$	458	$	29,034	$	29,034	$	9,528	$	9,528
Finance receivables, net	$	7,401,974	$	7,332,535	$	6,921,037	$	6,835,458	$	7,369,410	$	7,282,045
Restricted cash	$	74,395	$	74,395	$	67,147	$	67,147	$	92,650	$	92,650
Liabilities:
Derivatives	$	4,865	$	4,865	$	142	$	142	$	1,605	$	1,605
Unsecured commercial paper	$	928,445	$	928,445	$	1,055,708	$	1,055,708	$	1,020,487	$	1,020,487
Asset-backed U.S. commercial paper conduit facilities	$	279,833	$	279,833	$	—	$	—	$	—	$	—
Asset-backed Canadian commercial paper conduit facility	$	138,739	$	138,739	$	149,338	$	149,338	$	161,626	$	161,626
Medium-term notes	$	4,623,146	$	4,562,403	$	4,139,462	$	4,064,940	$	4,239,390	$	4,063,297
Senior unsecured notes	$	773,084	$	741,633	$	744,552	$	741,306	$	808,227	$	740,982
Asset-backed securitization debt	$	521,956	$	521,300	$	797,688	$	796,275	$	1,080,416	$	1,074,931

Cash and Cash Equivalents and Restricted Cash – With the exception of certain cash equivalents, the carrying value of these items in the financial statements is 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 U.S. conduit facilities and Canadian conduit facility 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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The fair values of the medium-term notes and senior unsecured 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 debt related to on-balance sheet 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.

7. 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 6). 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, the Canadian dollar, and the Mexican peso. 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 2017, the Company entered into a treasury rate lock to fix the interest rate on a portion of the principal related to its anticipated issuance of medium-term notes during the second quarter of 2017. The treasury rate lock contract was settled in June 2017. The loss at settlement was recorded in accumulated other comprehensive loss and will be reclassified into earnings over the life of the debt.

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.

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



	June 25, 2017						December 31, 2016						June 26, 2016
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)	$	544,601	$	409	$	4,622	$	554,551	$	28,528	$	142	$	542,788	$	9,423	$	1,358
Commodity contracts^(c)	1,102		—		75		992		177		—		861		88		—
Total	$	545,703	$	409	$	4,697	$	555,543	$	28,705	$	142	$	543,649	$	9,511	$	1,358

	June 25, 2017						December 31, 2016						June 26, 2016
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	$	4,336	$	49	$	168	$	5,025	$	329	$	—	$	4,298	$	17	$	247
Total	$	4,336	$	49	$	168	$	5,025	$	329	$	—	$	4,298	$	17	$	247


(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					Six months ended
Cash Flow Hedges	June 25, 2017			June 26, 2016		June 25, 2017			June 26, 2016
Foreign currency contracts	$	(11,851	)	$	8,017	$	(23,648	)	$	(4,507	)
Commodity contracts	(80		)	119		(186		)	(73		)
Treasury rate locks	(719		)	—		(719		)	—
Total	$	(12,650	)	$	8,136	$	(24,553	)	$	(4,580	)



	Amount of Gain/(Loss) Reclassified from AOCL into Income
	Three months ended						Six months ended						Expected to be Reclassified
Cash Flow Hedges	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016			Over the Next Twelve Months
Foreign currency contracts^(a)	$	3,957		$	3,551		$	6,473		$	4,407		$	(3,538	)
Commodity contracts^(a)	17			(104		)	65			(319		)	(75		)
Treasury rate locks^(b)	(99		)	(90		)	(189		)	(181		)	(506		)
Total	$	3,875		$	3,357		$	6,349		$	3,907		$	(4,119	)


(a)	Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold


(b)	Gain/(loss) reclassified from AOCL to income is included in interest expense

For the three and six months ended June 25, 2017 and June 26, 2016, 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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The following table summarizes 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					Six months ended
Derivatives Not Designated As Hedges	June 25, 2017			June 26, 2016		June 25, 2017			June 26, 2016
Commodity contracts^(a)	$	(193	)	$	67	$	(173	)	$	(224	)
Total	$	(193	)	$	67	$	(173	)	$	(224	)


(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.

8. Accumulated Other Comprehensive Loss

The following tables set forth the changes in accumulated other comprehensive loss (AOCL) (in thousands):



	Three months ended June 25, 2017
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	(52,575	)	$	(1,204	)	$	3,472		$	(501,323	)	$	(551,630	)
Other comprehensive income (loss) before reclassifications	9,447			1,912			(12,650		)	—			(1,291		)
Income tax expense (benefit)	190			(708		)	4,678			—			4,160
Net other comprehensive income (loss) before reclassifications	9,637			1,204			(7,972		)	—			2,869
Reclassifications:
Realized (gains) losses - foreign currency contracts^(a)	—			—			(3,957		)	—			(3,957		)
Realized (gains) losses - commodities contracts^(a)	—			—			(17		)	—			(17		)
Realized (gains) losses - treasury rate lock^(b)	—			—			99			—			99
Prior service credits^(c)	—			—			—			(289		)	(289		)
Actuarial losses^(c)	—			—			—			11,813			11,813
Total reclassifications before tax	—			—			(3,875		)	11,524			7,649
Income tax expense (benefit)	—			—			1,435			(4,268		)	(2,833		)
Net reclassifications	—			—			(2,440		)	7,256			4,816
Other comprehensive income (loss)	9,637			1,204			(10,412		)	7,256			7,685
Balance, end of period	$	(42,938	)	$	—		$	(6,940	)	$	(494,067	)	$	(543,945	)

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	Three months ended June 26, 2016
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	(46,151	)	$	(1,139	)	$	(2,466	)	$	(553,582	)	$	(603,338	)
Other comprehensive income (loss) before reclassifications	2,516			(51		)	8,136			—			10,601
Income tax expense (benefit)	112			19			(3,014		)	—			(2,883		)
Net other comprehensive income (loss) before reclassifications	2,628			(32		)	5,122			—			7,718
Reclassifications:
Realized (gains) losses - foreign currency contracts^(a)	—			—			(3,551		)	—			(3,551		)
Realized (gains) losses - commodities contracts^(a)	—			—			104			—			104
Realized (gains) losses - treasury rate lock^(b)	—			—			90			—			90
Prior service credits^(c)	—			—			—			(446		)	(446		)
Actuarial losses^(c)	—			—			—			12,472			12,472
Total reclassifications before tax	—			—			(3,357		)	12,026			8,669
Income tax expense (benefit)	—			—			1,244			(4,454		)	(3,210		)
Net reclassifications	—			—			(2,113		)	7,572			5,459
Other comprehensive income (loss)	2,628			(32		)	3,009			7,572			13,177
Balance, end of period	$	(43,523	)	$	(1,171	)	$	543		$	(546,010	)	$	(590,161	)



	Six months ended June 25, 2017
	Foreign currency translation adjustments				Marketable securities			Derivative financial instruments		Pension and postretirement benefit plans			Total
Balance, beginning of period	$	(68,132	)		$	(1,194	)	$	12,524	$	(508,579	)	$	(565,381	)
Other comprehensive income (loss) before reclassifications	25,080			</