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 September 30, 2018



¨	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 every Interactive Data File required to be submitted 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 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 November 2, 2018: 162,832,750 shares

Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended September 30, 2018



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	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65

Item 4.	Controls and Procedures	65

Part II	Other Information	66

Item 1.	Legal Proceedings	66

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66

Item 6.	Exhibits	66

Signatures		68

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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					Nine months ended
	September 30, 2018			September 24, 2017		September 30, 2018		September 24, 2017
Revenue:
Motorcycles and Related Products	$	1,123,945		$	962,136	$	4,013,013	$	3,867,982
Financial Services	191,724			189,059		558,000		550,314
Total revenue	1,315,669			1,151,195		4,571,013		4,418,296
Costs and expenses:
Motorcycles and Related Products cost of goods sold	776,530			687,823		2,659,740		2,545,884
Financial Services interest expense	44,696			46,169		145,089		133,866
Financial Services provision for credit losses	23,530			29,253		72,462		99,059
Selling, administrative and engineering expense	306,665			293,538		909,898		856,606
Restructuring expense	14,832			—		74,044		—
Total costs and expenses	1,166,253			1,056,783		3,861,233		3,635,415
Operating income	149,416			94,412		709,780		782,881
Other income (expense), net	644			2,296		1,509		6,887
Investment (loss) income	(1,106		)	1,083		2,630		2,539
Interest expense	7,762			7,896		23,180		23,295
Income before provision for income taxes	141,192			89,895		690,739		769,012
Provision for income taxes	27,337			21,686		159,783		255,567
Net income	$	113,855		$	68,209	$	530,956	$	513,445
Earnings per common share:
Basic	$	0.69		$	0.40	$	3.18	$	2.96
Diluted	$	0.68		$	0.40	$	3.17	$	2.95
Cash dividends per common share	$	0.370		$	0.365	$	1.110	$	1.095

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						Nine months ended
	September 30, 2018			September 24, 2017			September 30, 2018			September 24, 2017
Net income	$	113,855		$	68,209		$	530,956		$	513,445
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(2,212		)	25,013			(21,779		)	50,207
Derivative financial instruments	123			(17,407		)	24,808			(36,871		)
Marketable securities	—			—			—			1,194
Pension and postretirement benefit plans	12,401			7,257			110,568			21,769
Total other comprehensive income, net of tax	10,312			14,863			113,597			36,299
Comprehensive income	$	124,167		$	83,072		$	644,553		$	549,744

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)
	September 30, 2018			December 31, 2017			September 24, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	926,992		$	687,521		$	683,134
Marketable securities	10,011			—			—
Accounts receivable, net	332,309			329,986			343,124
Finance receivables, net	2,116,386			2,105,662			2,058,168
Inventories	516,247			538,202			469,091
Restricted cash	36,471			47,518			52,209
Other current assets	151,042			175,853			182,416
Total current assets	4,089,458			3,884,742			3,788,142
Finance receivables, net	5,187,176			4,859,424			5,042,857
Property, plant and equipment, net	884,960			967,781			934,615
Prepaid pension costs	140,763			19,816			—
Goodwill	55,318			55,947			55,898
Deferred income taxes	63,559			109,073			180,575
Other long-term assets	82,566			75,889			86,272
	$	10,503,800		$	9,972,672		$	10,088,359
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	310,967		$	227,597		$	277,117
Accrued liabilities	564,832			529,822			573,958
Short-term debt	1,373,859			1,273,482			834,875
Current portion of long-term debt, net	1,526,156			1,127,269			1,530,401
Total current liabilities	3,775,814			3,158,170			3,216,351
Long-term debt, net	4,196,517			4,587,258			4,607,791
Pension liability	54,138			54,606			52,471
Postretirement healthcare liability	112,798			118,753			162,925
Other long-term liabilities	211,561			209,608			192,001
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, none issued	—			—			—
Common stock	1,819			1,813			1,813
Additional paid-in-capital	1,453,035			1,422,808			1,413,254
Retained earnings	1,958,445			1,607,570			1,660,997
Accumulated other comprehensive loss	(386,452		)	(500,049		)	(529,082		)
Treasury stock, at cost	(873,875		)	(687,865		)	(690,162		)
Total shareholders’ equity	2,152,972			1,844,277			1,856,820
	$	10,503,800		$	9,972,672		$	10,088,359

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HARLEY-DAVIDSON, INC.

CONSOLIDATED BALANCE SHEETS (continued)

(In thousands)



	(Unaudited)				(Unaudited)
	September 30, 2018		December 31, 2017		September 24, 2017
Balances held by consolidated variable interest entities (Note 11)
Current finance receivables, net	$	128,005	$	194,813	$	204,873
Other assets	$	1,408	$	2,148	$	2,440
Non-current finance receivables, net	$	331,415	$	521,940	$	579,936
Restricted cash - current and non-current	$	33,726	$	48,706	$	55,307
Current portion of long-term debt, net	$	140,189	$	209,247	$	225,267
Long-term debt, net	$	253,329	$	422,834	$	484,874

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)



	Nine months ended
	September 30, 2018			September 24, 2017
Net cash provided by operating activities (Note 7)	$	1,122,555		$	949,075
Cash flows from investing activities:
Capital expenditures	(119,845		)	(114,022		)
Origination of finance receivables	(3,039,160		)	(2,927,372		)
Collections on finance receivables	2,564,695			2,480,122
Other	(21,753		)	7,272
Net cash used by investing activities	(616,063		)	(554,000		)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	1,144,018			893,668
Repayments of medium-term notes	(877,488		)	(400,000		)
Repayments of securitization debt	(224,507		)	(367,298		)
Borrowings of asset-backed commercial paper	120,903			371,253
Repayments of asset-backed commercial paper	(156,258		)	(129,690		)
Net increase (decrease) in credit facilities and unsecured commercial paper	102,154			(225,038		)
Dividends paid	(186,105		)	(190,121		)
Purchase of common stock for treasury	(195,998		)	(465,167		)
Issuance of common stock under employee stock option plans	3,157			7,884
Net cash used by financing activities	(270,124		)	(504,509		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(12,567		)	28,817
Net increase (decrease) in cash, cash equivalents and restricted cash	$	223,801		$	(80,617	)
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash—beginning of period	$	746,210		$	827,131
Net increase (decrease) in cash, cash equivalents and restricted cash	223,801			(80,617		)
Cash, cash equivalents and restricted cash—end of period	$	970,011		$	746,514

Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheet:
Cash and cash equivalents	$	926,992		$	683,134
Restricted cash	36,471			52,209
Restricted cash included in other long-term assets	6,548			11,171
Total cash, cash equivalents and restricted cash shown in the Statement of Cash Flows	$	970,011		$	746,514

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 September 30, 2018 and September 24, 2017, the consolidated statements of income for the three and nine month periods then ended, the consolidated statements of comprehensive income for the three and nine month periods then ended, and the consolidated statements of cash flows for the nine 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, 2017.

The Company operates in two reportable segments: Motorcycles and 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 May 2014, the FASB issued Accounting Standards Update (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. The Company adopted ASU 2014-09 on January 1, 2018. The Company applied the standard to all contracts using the modified retrospective method. As such, the Company recognized the cumulative effect of the adoption as an adjustment to the opening balance of retained earnings. The comparative information has not been restated.

The majority of the Company’s Motorcycles and Related Products revenue will continue to be recognized when products are shipped to customers. For a limited number of vehicle sales where revenue was previously deferred due to a guaranteed resale value, the Company will now recognize revenue when those vehicles are shipped in accordance with ASU 2014-09. The Company recorded a net increase to the opening balance of retained earnings of $6.0 million, net of income taxes, as of January 1, 2018 as a result of adopting ASU 2014-09. The Company also adjusted other assets and accrued liabilities associated with these vehicle sales in connection with its adoption of ASU 2014-09.

The majority of the Financial Services segment’s revenues relate to loan and servicing activities which are outside the scope of this guidance. Financial Services revenues that fall under the scope of ASU 2014-09 continue to be recognized at the point of sale, or over the estimated life of the contract, as appropriate.

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The following tables illustrate the impact of adoption of ASU 2014-09 on the consolidated statements of income and the consolidated balance sheet (in thousands):

Consolidated Statements of Income



	Three months ended September 30, 2018							Nine months ended September 30, 2018
	As Reported		Without Adoption of ASC 606		Effect of Change			As Reported		Without Adoption of ASC 606		Effect of Change
Revenue:
Motorcycles and Related Products	$	1,123,945	$	1,125,698	$	(1,753	)	$	4,013,013	$	3,994,066	$	18,947
Costs and expenses:
Motorcycles and Related Products cost of goods sold	$	776,530	$	775,831	$	699		$	2,659,740	$	2,640,454	$	19,286
Operating income	$	149,416	$	151,868	$	(2,452	)	$	709,780	$	710,119	$	(339	)
Income before provision for income taxes	$	141,192	$	143,644	$	(2,452	)	$	690,739	$	691,078	$	(339	)
Provision for income taxes	$	27,337	$	27,931	$	(594	)	$	159,783	$	159,865	$	(82	)
Net income	$	113,855	$	115,713	$	(1,858	)	$	530,956	$	531,213	$	(257	)

Consolidated Balance Sheet



	September 30, 2018
	As Reported		Without Adoption of ASC 606		Effect of Change
ASSETS
Other current assets	$	151,042	$	186,784	$	(35,742	)
Deferred income taxes	$	63,559	$	65,407	$	(1,848	)

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued liabilities	$	564,832	$	608,189	$	(43,357	)
Retained earnings	$	1,958,445	$	1,952,678	$	5,767

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 adopted ASU 2017-07 retrospectively on January 1, 2018. As a result, the non-service cost components of net periodic benefit cost have been presented in Other income (expense), net and the prior period has been recast to reflect the new presentation. The Company elected the practical expedient allowing the use of previously disclosed benefit components as the basis for the retrospective application. Net periodic benefit credit (cost) previously recorded in Motorcycles and Related Products cost of goods sold and Selling, administrative and engineering expense of $2.7 million and $(0.4) million, respectively, for the three months ended September 24, 2017, and $8.0 million and $(1.1) million, respectively, for the nine months ended September 24, 2017, has been reclassified to Other income (expense), net.

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 adopted ASU 2016-18 on January 1, 2018 on a retrospective basis. As a result, the change in restricted cash has been excluded from financing activities and included in the change in cash, cash equivalents and restricted cash and the prior period has been recast to reflect the new presentation.

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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 ASU was subsequently amended by ASU No. 2018-03 and ASU No. 2018-04. The Company adopted ASU 2016-01 on January 1, 2018 on a prospective basis. The adoption of ASU 2016-01 did not have a material impact on its financial statements.

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 items 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 Company adopted ASU 2016-15 on January 1, 2018 on a retrospective basis. The adoption of ASU 2016-15 did not have a material impact on its financial statements.

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. The Company adopted ASU 2016-16 on January 1, 2018 using a modified retrospective approach. The adoption of ASU 2016-16 did not have a material impact on its financial statements.

Accounting Standards Not Yet Adopted

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. Pursuant to ASU 2018-11, Leases (Topic 842): Targeted Improvements, the Company plans to apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently in the process of gathering and analyzing information necessary to quantify the impact of adopting ASU 2016-02 and evaluating the transition practical expedients it will apply upon adoption. The Company anticipates the adoption of ASU 2016-02 will result in an increase in assets and liabilities recognized on the balance sheet related to its leasing arrangements.

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 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 August 2017, the FASB issued ASU No. 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12). ASU 2017-12 amends ASC 815, Derivatives and Hedging to improve the financial reporting of hedging relationships and to simplify the application of the hedge accounting guidance. The ASU makes various updates to the hedge accounting model, including changing the recognition and presentation of changes in the fair value of the hedging instrument and amending disclosure requirements, among other things. The Company is required to adopt ASU 2017-12 for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Early adoption is

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permitted in any interim period after issuance of the ASU. For cash flow and net investment hedges existing at the date of adoption, the Company must apply a cumulative effect adjustment as of the beginning of the fiscal year in which the standard is adopted. The amendments related to presentation and disclosure are required prospectively. The Company is currently evaluating the impact of adopting ASU 2017-12.

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). Under existing U.S. GAAP, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense in the period in which the law was enacted. When deferred tax balances related to items originally recorded in accumulated other comprehensive income are adjusted, certain tax effects become stranded in accumulated other comprehensive income. The amendments in ASU 2018-02 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act. The amendments in this ASU also require certain disclosures about stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company’s provisional adjustments recorded in 2017 to account for the impact of the 2017 Tax Cuts and Jobs Act resulted in stranded tax effects. The Company is currently evaluating the impact of adopting ASU 2018-02.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) (ASU 2018-14). The amendments in ASU 2018-14 modify the annual disclosure requirements for defined benefit pension and other postretirement benefit plans. The FASB modified, added, and deleted specific disclosures in an effort to improve usefulness to financial statement users and reduce unnecessary costs for companies. The amendments are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2018-14.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (ASU 2018-15). The new guidance requires a customer in a cloud computing arrangement that is a service contract to follow the existing internal-use software guidance to determine which implementation costs to capitalize as assets or expense as incurred. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2018-15.

3. Revenue

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer. Revenue is measured based on the consideration that the Company expects to be entitled to in exchange for the goods or services transferred. Taxes that are collected from a customer concurrent with revenue-producing activities are excluded from revenue.

The following table includes revenue disaggregated by major source (in thousands):



	Three months ended		Nine months ended
	September 30, 2018		September 30, 2018
Motorcycles and Related Products:
Motorcycles	$	821,670	$	3,144,796
Parts & Accessories	212,406		612,495
General Merchandise	58,266		183,520
Licensing	10,680		29,445
Other	20,923		42,757
Revenue from Motorcycles and Related Products	1,123,945		4,013,013
Financial Services:
Interest income	166,013		478,693
Securitization and servicing fee income	260		916
Other income	25,451		78,391
Revenue from Financial Services	191,724		558,000
Total revenue	$	1,315,669	$	4,571,013

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The following is a description of principal activities from which the Company generates its revenue, by reportable segment.

Motorcycles and Related Products

Motorcycles, Parts & Accessories, and General Merchandise - Sales of motorcycles, parts & accessories, and general merchandise are recorded when control is transferred to wholesale customers (independent dealers). This generally takes place upon shipment of the products. The sale of products to independent dealers outside the U.S. and Canada is generally on open account with terms that generally approximate 30-120 days and the resulting receivables are included in accounts receivable in the consolidated balance sheets. The sale of products in the U.S. and Canada is financed by the purchasing dealers through HDFS and the related receivables are included in finance receivables in the consolidated balance sheets.

The Company offers sales incentive programs to dealers and retail customers designed to promote the sale of motorcycles, parts & accessories, and general merchandise. The Company estimates its variable consideration related to motorcycles and related products sold under its sales incentive programs using the expected value method. Further, the Company accounts for consideration payable to a customer as part of its sales incentives as a reduction of revenue, which is accrued at the later of the date the related sale is recorded or the date the incentive program is both approved and communicated.

The Company offers to its dealers the right to return eligible parts & accessories and general merchandise. When the Company offers a right to return, it estimates returns based on an analysis of historical trends and records revenue on the initial sale only in the amount that it expects to be entitled. The remaining consideration is deferred in a refund liability account. The refund liability is remeasured for changes in the estimate at each reporting date with a corresponding adjustment to revenue.

Variable consideration related to sales incentives and rights to return is adjusted at the earliest of when the amount of consideration the Company expects to receive changes or the consideration becomes fixed. Adjustments for variable consideration related to previously recognized sales decreased revenue by an immaterial amount during the three and nine months ended September 30, 2018.

Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment costs. The Company accrues for the shipping and handling in the same period that the related revenue is recognized.

The Company offers standard, limited warranties on its motorcycles and parts & accessories. These warranties provide assurance that the product will function as expected and are not separate performance obligations. The Company accounts for estimated warranty costs as a liability when control of the product transfers to the customer.

Licensing - The Company licenses the name “Harley-Davidson” and other trademarks owned by the Company and collects royalties from its customers (licensees). The trademark licenses are considered symbolic intellectual property, which grant the customer a right to access the Company’s intellectual property. The Company satisfies its performance obligation over the license period, as the Company fulfills its promise to grant the customer rights to use and benefit from the intellectual property as well as maintain the intellectual property.

Payment is typically due within thirty days of the end of each quarter, for the royalties earned in that quarter. Revenue, in the form of sales-based royalties, is recognized when the customers’ subsequent sales occur. The Company applies the practical expedient in ASC 606-10-55-18 to recognize licensing revenues in the amount that the Company has the right to invoice because the royalties due each period correspond directly with the value of the Company’s performance to date. Revenue will be recognized over the remaining contract terms which range up to 6 years.

Other Revenue - Other Revenue consists primarily of revenue from Harley Ownership Group (H.O.G.) membership sales, motorcycle rental commissions, dealer software sales, museum admissions and events, and other miscellaneous products and services.

Financial Services

Interest income - Interest income on finance receivables is recorded as earned and is based on the average outstanding daily balance for wholesale and retail receivables. Accrued and uncollected interest is classified with finance receivables. Certain loan origination costs related to finance receivables, including payments made to dealers for certain retail loans, are deferred and recorded within finance receivables and amortized over the estimated life of the contract.

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Securitization and servicing fee income - Securitization and servicing fee income consists of revenue from servicing and ancillary fees associated with HDFS' off-balance sheet asset-backed securitization transaction. Refer to Note 11 of the Notes to Consolidated Financial Statements for further discussion regarding asset-backed financing.

Other income - Other income consists primarily of insurance and licensing revenues. HDFS works with certain unaffiliated insurance companies to offer motorcycle insurance and protection products through most Harley-Davidson dealers in the U.S. and Canada. HDFS also works with third-party financial institutions that issue credit cards or offer other financial products bearing the Harley-Davidson brand in the U.S and internationally. For many of these contracts, the Company grants temporary rights to use the licensed trademarks owned by the Company and collects royalties from its customers in connection with sales of their products. The trademark licenses are considered symbolic intellectual property, which grant the customer a right to access the intellectual property. The Company satisfies its performance obligation over the license period, as it fulfills its promise to grant the customer rights to use and benefit from the intellectual property as well as maintain the intellectual property. Royalty and profit sharing amounts are received either quarterly or per annum, based upon the contract. Revenue, in the form of sales-based royalties, is recognized when the customers’ subsequent sales occur. Revenue will be recognized over the remaining contract terms which range up to 6 years. The Company is the primary obligor for certain other insurance related contracts and, as a result, revenue is recognized over the life of the contract as the Company fulfills its performance obligation.

Contract Liabilities

Deferred revenue relates to payments received at contract inception in advance of the Company’s performance under the contract and generally relates to the sale of H.O.G. memberships and extended service plan contracts. Deferred revenue is recognized as revenue as the Company performs under the contract. On January 1, 2018, $23.4 million of deferred revenue was included in Accrued liabilities and Other long-term liabilities in the consolidated balance sheet. $6.9 million and $16.0 million of this was recognized as revenue in the three and nine months ended September 30, 2018, respectively. At September 30, 2018, the unearned revenue balance was $30.5 million. The Company expects to recognize approximately $6.0 million of the remaining unearned revenue in 2018, $12.3 million in 2019 and $12.2 million thereafter.

4. Restructuring Expenses

In January 2018, the Company initiated a plan to further improve its manufacturing operations and cost structure by commencing a multi-year manufacturing optimization plan which includes the consolidation of its motorcycle assembly plant in Kansas City, Missouri, into its plant in York, Pennsylvania, and the closure of its wheel operations in Adelaide, Australia. As the U.S. operations are consolidated, the Company expects approximately 800 jobs will be eliminated with the closure of Kansas City operations and approximately 450 jobs will be added in York through 2019. Approximately 90 jobs will be eliminated in Adelaide.

The Company expects to incur restructuring and other consolidation costs of $155 million to $185 million in the Motorcycles segment related to this plan through 2019, of which approximately 70% will be cash charges. These cost estimates reflect a $15 million decrease from the Company's previous estimate. The current estimate includes $125 million to $145 million of restructuring expense and $30 million to $40 million of costs related to temporary inefficiencies. The Company expects restructuring expenses to include the cost of employee termination benefits, accelerated depreciation, and other project implementation costs of $40 million to $45 million, $50 million to $55 million, and $35 million to $45 million, respectively. Restructuring expense is recorded as a separate line item in the consolidated statements of income and the accrued restructuring liability is recorded in accrued liabilities in the consolidated balance sheet. The Company expects the plan to be completed by mid-2019. Changes in the accrued restructuring liability (in thousands) were as follows:



	Three months ended September 30, 2018
	Employee Termination Benefits			Accelerated Depreciation			Other			Total
Balance, beginning of period	$	36,758		$	—		$	77		$	36,835
Restructuring (benefit) expense	(649		)	9,420			6,061			14,832
Utilized - cash	(5,402		)	—			(6,053		)	(11,455		)
Utilized - non cash	—			(9,420		)	—			(9,420		)
Foreign currency changes	(140		)	—			(2		)	(142		)
Balance, end of period	$	30,567		$	—		$	83		$	30,650

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	Nine months ended September 30, 2018
	Employee Termination Benefits			Accelerated Depreciation			Other			Total
Balance, beginning of period	$	—		$	—		$	—		$	—
Restructuring expense	38,956			24,779			10,309			74,044
Utilized - cash	(7,835		)	—			(10,220		)	(18,055		)
Utilized - non cash	—			(24,779		)	—			(24,779		)
Foreign currency changes	(554		)	—			(6		)	(560		)
Balance, end of period	$	30,567		$	—		$	83		$	30,650

During the three months ended September 30, 2018, the Company adjusted its termination benefit liability to reflect updated assumptions resulting in a reversal of approximately $0.9 million of previously recognized restructuring expense.

During the three and nine month periods ended September 30, 2018, the Company incurred $6.2 million and $9.3 million, respectively, of incremental cost of goods sold due to temporary inefficiencies resulting from implementing the manufacturing optimization plan.

5. Income Taxes

The Company’s 2018 effective income tax rate for the nine months ended September 30, 2018 was 23.1% compared to 33.2% for the nine months ended September 24, 2017. The Company's 2018 effective income tax rate reflects the impact of the 2017 Tax Cuts and Jobs Act (2017 Tax Act) that was enacted in December of 2017, as well as discrete tax benefits associated with reductions to the liability for uncertain tax positions and adjustments to the SAB 118 provisional amounts recorded in 2017.

The 2017 Tax Act included broad and complex changes to the U.S. tax code including a reduction of the corporate income tax rate from 35% to 21%, the move toward a territorial tax system, and the elimination of the domestic manufacturing deduction. During the three months ended December 31, 2017, the Company recorded a $53.1 million tax expense to recognize the initial effects of the 2017 Tax Act relating primarily to the remeasurement of deferred tax assets. The Company has deemed its income tax estimates related to the 2017 Tax Act to be provisional under SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118). The Company believes future guidance, interpretations, and pronouncements may add clarity to the numerous aspects of the 2017 Tax Act that may impact the Company and may result in revisions to the Company’s provisional estimates. During the nine month period ended September 30, 2018, the Company recorded a $7.2 million benefit to adjust the 2017 provisional remeasurement of deferred tax assets related to the 2017 Tax Act.

6. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):



	Three months ended				Nine months ended
	September 30, 2018		September 24, 2017		September 30, 2018		September 24, 2017
Numerator:
Net income used in computing basic and diluted earnings per share	$	113,855	$	68,209	$	530,956	$	513,445
Denominator:
Denominator for basic earnings per share - weighted-average common shares	165,927		169,850		166,885		173,362
Effect of dilutive securities - employee stock compensation plan	737		838		796		941
Denominator for diluted earnings per share - adjusted weighted-average shares outstanding	166,664		170,688		167,681		174,303
Earnings per common share:
Basic	$	0.69	$	0.40	$	3.18	$	2.96
Diluted	$	0.68	$	0.40	$	3.17	$	2.95

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Outstanding options to purchase 0.8 million and 0.9 million shares of common stock for the three months ended September 30, 2018 and September 24, 2017, respectively, and 1.1 million and 0.8 million shares of common stock for the nine months ended September 30, 2018 and September 24, 2017, respectively, were not included in the Company’s computation of dilutive securities because the exercise price was greater than the market price, and therefore, the effect would have been anti-dilutive.

The Company has a share-based compensation plan under which employees may be granted share-based awards including restricted stock units (RSUs). Non-forfeitable dividend equivalents are paid on unvested RSUs. As such, RSUs are considered participating securities under the two-class method of calculating earnings per share as described in ASC Topic 260, “Earnings per Share.” The two-class method of calculating earnings per share did not have a material impact on the Company’s earnings per share calculation for the three and nine month periods ended September 30, 2018 and September 24, 2017.

7. Additional Balance Sheet and Cash Flow Information

Marketable Securities

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



	September 30, 2018		December 31, 2017		September 24, 2017
Certificate of deposit	$	10,011	$	—	$	—
Mutual funds	49,832		48,006		45,726
Total marketable securities	$	59,843	$	48,006	$	45,726

The Company's debt securities are carried at fair value with any unrealized gains or losses reported in other comprehensive income. The mutual fund investments are held by the Company to fund certain deferred compensation obligations. These investments are carried at fair value with gains and losses recorded in net income and are included in other long-term assets on the consolidated balance sheets.

Inventories

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):



	September 30, 2018			December 31, 2017			September 24, 2017
Raw materials and work in process	$	174,891		$	161,664		$	155,947
Motorcycle finished goods	251,794			289,530			232,141
Parts & accessories and general merchandise	141,918			139,363			129,270
Inventory at lower of FIFO cost or net realizable value	568,603			590,557			517,358
Excess of FIFO over LIFO cost	(52,356		)	(52,355		)	(48,267		)
Total inventories, net	$	516,247		$	538,202		$	469,091

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Operating Cash Flow

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



	Nine months ended
	September 30, 2018			September 24, 2017
Cash flows from operating activities:
Net income	$	530,956		$	513,445
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles	196,461			163,974
Amortization of deferred loan origination costs	61,213			62,052
Amortization of financing origination fees	6,207			6,112
Provision for long-term employee benefits	28,162			22,427
Employee benefit plan contributions and payments	(11,035		)	(43,060		)
Stock compensation expense	29,122			25,581
Net change in wholesale finance receivables related to sales	(18,400		)	36,678
Provision for credit losses	72,462			99,059
Deferred income taxes	1,457			(5,151		)
Other, net	29,340			(11,122		)
Changes in current assets and liabilities:
Accounts receivable, net	(14,784		)	(29,167		)
Finance receivables - accrued interest and other	1,374			317
Inventories	8,270			50,016
Accounts payable and accrued liabilities	183,606			88,758
Derivative instruments	1,227			2,752
Other	16,917			(33,596		)
Total adjustments	591,599			435,630
Net cash provided by operating activities	$	1,122,555		$	949,075

8. 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):



	September 30, 2018			December 31, 2017			September 24, 2017
Retail	$	6,508,670		$	6,140,600		$	6,336,447
Wholesale	988,339			1,016,957			960,160
Total finance receivables	7,497,009			7,157,557			7,296,607
Allowance for credit losses	(193,447		)	(192,471		)	(195,582		)
Finance receivables, net	$	7,303,562		$	6,965,086		$	7,101,025

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 inherent in the existing portfolio. The allowance for credit losses represents management’s estimate of probable losses inherent in the finance

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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.

Changes in the allowance for credit losses on finance receivables by portfolio were as follows (in thousands):



	Three months ended September 30, 2018
	Retail			Wholesale			Total
Balance, beginning of period	$	187,502		$	6,428		$	193,930
Provision for credit losses	23,629			(99		)	23,530
Charge-offs	(33,689		)	(8		)	(33,697		)
Recoveries	9,684			—			9,684
Balance, end of period	$	187,126		$	6,321		$	193,447

	Three months ended September 24, 2017
	Retail			Wholesale			Total
Balance, beginning of period	$	185,899		$	7,629		$	193,528
Provision for credit losses	30,964			(1,711		)	29,253
Charge-offs	(37,783		)	—			(37,783		)
Recoveries	10,584			—			10,584
Balance, end of period	$	189,664		$	5,918		$	195,582

	Nine months ended September 30, 2018
	Retail			Wholesale			Total
Balance, beginning of period	$	186,254		$	6,217		$	192,471
Provision for credit losses	72,350			112			72,462
Charge-offs	(107,717		)	(8		)	(107,725		)
Recoveries	36,239			—			36,239
Balance, end of period	$	187,126		$	6,321		$	193,447

	Nine months ended September 24, 2017
	Retail			Wholesale			Total
Balance, beginning of period	$	166,810		$	6,533		$	173,343
Provision for credit losses	99,674			(615		)	99,059
Charge-offs	(114,081		)	—			(114,081		)
Recoveries	37,261			—			37,261
Balance, end of period	$	189,664		$	5,918		$	195,582

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

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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):



	September 30, 2018
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	187,126		6,321		193,447
Total allowance for credit losses	$	187,126	$	6,321	$	193,447
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	6,508,670		988,339		7,497,009
Total finance receivables	$	6,508,670	$	988,339	$	7,497,009

	December 31, 2017
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	186,254		6,217		192,471
Total allowance for credit losses	$	186,254	$	6,217	$	192,471
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	6,140,600		1,016,957		7,157,557
Total finance receivables	$	6,140,600	$	1,016,957	$	7,157,557

	September 24, 2017
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	189,664		5,918		195,582
Total allowance for credit losses	$	189,664	$	5,918	$	195,582
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	6,336,447		960,160		7,296,607
Total finance receivables	$	6,336,447	$	960,160	$	7,296,607

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 September 30, 2018, December 31, 2017 and September 24, 2017, all retail finance receivables were accounted for as interest-earning receivables, of which $31.6 million, $40.0 million and $32.7 million, respectively, were 90 days or more past due.

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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 September 30, 2018, December 31, 2017 or September 24, 2017. At September 30, 2018, December 31, 2017 and September 24, 2017, $0.2 million, $0.1 million, and $1.3 million of wholesale finance receivables were 90 days or more past due and accruing interest, respectively.

An analysis of the aging of past due finance receivables was as follows (in thousands):



	September 30, 2018
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	6,304,096	$	128,123	$	44,808	$	31,643	$	204,574	$	6,508,670
Wholesale	987,563		500		115		161		776		988,339
Total	$	7,291,659	$	128,623	$	44,923	$	31,804	$	205,350	$	7,497,009

	December 31, 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	$	5,913,473	$	139,629	$	47,539	$	39,959	$	227,127	$	6,140,600
Wholesale	1,016,000		595		245		117		957		1,016,957
Total	$	6,929,473	$	140,224	$	47,784	$	40,076	$	228,084	$	7,157,557

	September 24, 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	$	6,132,997	$	126,705	$	44,083	$	32,662	$	203,450	$	6,336,447
Wholesale	958,429		329		95		1,307		1,731		960,160
Total	$	7,091,426	$	127,034	$	44,178	$	33,969	$	205,181	$	7,296,607

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):



	September 30, 2018		December 31, 2017		September 24, 2017
Prime	$	5,321,464	$	4,966,193	$	5,107,718
Sub-prime	1,187,206		1,174,407		1,228,729
Total	$	6,508,670	$	6,140,600	$	6,336,447

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

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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):



	September 30, 2018		December 31, 2017		September 24, 2017
Doubtful	$	—	$	688	$	4,666
Substandard	8,953		3,837		8,724
Special Mention	25,459		26,866		5,261
Medium Risk	15,825		9,917		4,987
Low Risk	938,102		975,649		936,522
Total	$	988,339	$	1,016,957	$	960,160

9. Derivative Instruments and Hedging Activities

The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk, and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative transactions are authorized and executed pursuant to regularly reviewed policies and procedures, which prohibit the use of financial instruments for speculative trading purposes.

All derivative instruments are recognized on the balance sheet at fair value. 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.

The Company periodically utilizes treasury rate lock contracts to fix the interest rate on a portion of the principal related to the anticipated issuance of long-term debt. To the extent effective, the gains and losses on the fair value of the treasury rate lock are recorded in accumulated other comprehensive loss until the forecasted debt is issued. Gains and losses are subsequently reclassified into earnings over the life of the debt.

The Company periodically utilizes interest rate swaps to reduce the impact of fluctuations in interest rates on its long-term debt.

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



	September 30, 2018						December 31, 2017						September 24, 2017
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)	$	512,071	$	11,687	$	718	$	675,724	$	1,388	$	21,239	$	746,378	$	439	$	32,352
Commodity contracts^(c)	925		9		—		915		—		69		1,273		—		62
Treasury rate locks^(c)	50,000		52		—		—		—		—		—		—		—
Interest rate swap - medium-term notes^(c)	450,000		550		—		—		—		—		—		—		—
Total	$	1,012,996	$	12,298	$	718	$	676,639	$	1,388	$	21,308	$	747,651	$	439	$	32,414

	September 30, 2018						December 31, 2017						September 24, 2017
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	$	5,207	$	233	$	213	$	4,532	$	381	$	—	$	4,234	$	285	$	—
Total	$	5,207	$	233	$	213	$	4,532	$	381	$	—	$	4,234	$	285	$	—


(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					Nine months ended
Cash Flow Hedges	September 30, 2018		September 24, 2017			September 30, 2018			September 24, 2017
Foreign currency contracts	$	4,508	$	(35,687	)	$	31,253		$	(59,335	)
Commodity contracts	5		(5		)	(7		)	(191		)
Treasury rate locks	52		—			93			(719		)
Interest rate swap - medium-term notes	486		—			(400		)	—
Total	$	5,051	$	(35,692	)	$	30,939		$	(60,245	)



	Amount of Gain/(Loss) Reclassified from AOCL into Income
	Three months ended						Nine months ended						Expected to be Reclassified
Cash Flow Hedges	September 30, 2018			September 24, 2017			September 30, 2018			September 24, 2017			Over the Next Twelve Months
Foreign currency contracts^(a)	$	5,695		$	(7,901	)	$	(58	)	$	(1,428	)	$	14,709
Commodity contracts^(a)	—			(16		)	(85		)	49			21
Treasury rate locks^(b)	(123		)	(126		)	(374		)	(315		)	(475		)
Interest rate swap - medium-term notes^(b)	(661		)	—			(950		)	—			(178		)
Total	$	4,911		$	(8,043	)	$	(1,467	)	$	(1,694	)	$	14,077


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


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

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For the three and nine months ended September 30, 2018 and September 24, 2017, the cash flow hedges were highly effective and, as a result, the amount of hedge ineffectiveness was not material. No amounts were excluded from effectiveness testing.

The 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					Nine months ended
Derivatives Not Designated As Hedges	September 30, 2018			September 24, 2017		September 30, 2018		September 24, 2017
Commodity contracts^(a)	$	(85	)	$	433	$	59	$	259
Total	$	(85	)	$	433	$	59	$	259


(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.

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10. Debt

Debt with a contractual term of one year or less is generally classified as short-term debt and consisted of the following (in thousands):



	September 30, 2018		December 31, 2017		September 24, 2017
Unsecured commercial paper	$	1,373,859	$	1,273,482	$	834,875
Total short-term debt	$	1,373,859	$	1,273,482	$	834,875

Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following (in thousands):



	September 30, 2018			December 31, 2017			September 24, 2017
Secured debt (Note 11)
Asset-backed Canadian commercial paper conduit facility	$	149,418		$	174,779		$	122,130
Asset-backed U.S. commercial paper conduit facilities	265,044			279,457			280,308
Asset-backed securitization debt	128,577			353,085			430,457
Less: unamortized discount and debt issuance costs	(103		)	(461		)	(624		)
Total secured debt	542,936			806,860			832,271

Unsecured notes (at par value)
1.55% Medium-term notes due in 2017, issued November 2014	—			—			400,000
6.80% Medium-term notes due in 2018, issued May 2008	—			877,488			877,488
2.25% Medium-term notes due in 2019, issued January 2016	600,000			600,000			600,000
Floating-rate Medium-term notes due in 2019, issued March 2017^(a)	150,000			150,000			150,000
2.40% Medium-term notes due in 2019, issued September 2014	600,000			600,000			600,000
2.15% Medium-term notes due in 2020, issued February 2015	600,000			600,000			600,000
Floating-rate Medium-term notes due in 2020, issued May 2018^(b)	450,000			—			—
2.40% Medium-term notes due in 2020, issued March 2017	350,000			350,000			350,000
2.85% Medium-term notes due in 2021, issued January 2016	600,000			600,000			600,000
3.55% Medium-term notes due in 2021, issued May 2018	350,000			—			—
2.55% Medium-term notes due in 2022, issued June 2017	400,000			400,000			400,000
3.35% Medium-term notes due in 2023, issued February 2018	350,000			—			—
3.50% Senior unsecured notes due in 2025, issued July 2015	450,000			450,000			450,000
4.625% Senior unsecured notes due in 2045, issued July 2015	300,000			300,000			300,000
Less: unamortized discount and debt issuance costs	(20,263		)	(19,821		)	(21,567		)
Gross long-term debt	5,722,673			5,714,527			6,138,192
Less: current portion of long-term debt, net of unamortized discount and debt issuance costs	(1,526,156		)	(1,127,269		)	(1,530,401		)
Total long-term debt	$	4,196,517		$	4,587,258		$	4,607,791

(a) Floating interest rate based on LIBOR plus 35 bps.


(b)	Floating interest rate based on LIBOR plus 50 bps. The Company utilized an interest rate swap designated as a cash flow hedge to convert this from a floating rate basis to a fixed rate basis. Refer to Note 9 of the Notes to the Consolidated Financial Statements for further details.

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11. Asset-Backed Financing

The Company participates in asset-backed financing both through asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. In the Company's asset-backed financing programs, the Company transfers retail motorcycle finance receivables to special purpose entities (SPEs), which are considered VIEs under U.S. GAAP. Each SPE then converts those assets into cash, through the issuance of debt. The Company retains servicing rights for all of the retail motorcycle finance receivables transferred to SPEs as part of an asset-backed financing. The accounting treatment for asset-backed financings depends on the terms of the related transaction and the Company’s continuing involvement with the VIE.

In transactions where the Company has power over the significant activities of the VIE and has an obligation to absorb losses or the right to receive benefits from the VIE that are potentially significant to the VIE, the Company is the primary beneficiary of the VIE and consolidates the VIE within its consolidated financial statements. On a consolidated basis, the asset-backed financing is treated as a secured borrowing in this type of transaction and is referred to as an on-balance sheet asset-backed financing.

In transactions where the Company is not the primary beneficiary of the VIE, the Company must determine whether it can achieve a sale for accounting purposes under ASC Topic 860, "Transfers and Servicing." To achieve a sale for accounting purposes, the assets being transferred must be legally isolated, not be constrained by restrictions from further transfer, and be deemed to be beyond the Company’s control. If the Company does not meet all of these criteria for sale accounting, then the transaction is accounted for as a secured borrowing and is referred to as an on-balance sheet asset-backed financing.

If the Company meets all three of the sale criteria above, the transaction is recorded as a sale for accounting purposes and is referred to as an off-balance sheet asset-backed financing. Upon sale, the retail motorcycle finance receivables are removed from the Company’s balance sheet and a gain or loss is recognized for the difference between the cash proceeds received, the assets derecognized, and the liabilities recognized as part of the transaction. The gain or loss on sale is included in Financial Services revenue in the consolidated statement of income.

The Company is not required, and does not currently intend, to provide any additional financial support to the on- or off-balance sheet VIEs associated with these transactions. Investors and creditors in these transactions only have recourse to the assets held by the VIEs.

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The following tables show the assets and liabilities related to the on-balance sheet asset-backed financings included in the financial statements (in thousands):



	September 30, 2018
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Asset-backed securitizations	$	190,461	$	(5,634	)	$	18,508	$	437	$	203,772