Form 10-Q HARLEY DAVIDSON INC For: Sep 25

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November 3, 2016 4:09 PM EDT

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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 25, 2016



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

For the transition period from to

Commission file number 1-9183

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)



Wisconsin		39-1382325
(State of organization)		(I.R.S. Employer Identification No.)

3700 West Juneau Avenue Milwaukee, Wisconsin		53208
(Address of principal executive offices)		(Zip code)

Registrants telephone number: (414) 342-4680

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x

Number of shares of the registrant’s common stock outstanding at October 28, 2016: 176,773,435 shares

Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended September 25, 2016



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	44

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	64

Item 4.	Controls and Procedures	64

Part II	Other Information	65

Item 1.	Legal Proceedings	65

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65

Item 6.	Exhibits	65

Signatures		66

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

HARLEY-DAVIDSON, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)



	Three months ended				Nine months ended
	September 25, 2016		September 27, 2015		September 25, 2016		September 27, 2015
Revenue:
Motorcycles and Related Products	$	1,091,630	$	1,140,321	$	4,338,353	$	4,301,674
Financial Services	183,183		177,109		547,505		513,093
Total revenue	1,274,813		1,317,430		4,885,858		4,814,767
Costs and expenses:
Motorcycles and Related Products cost of goods sold	724,611		746,282		2,773,496		2,670,146
Financial Services interest expense	42,573		41,214		131,387		120,938
Financial Services provision for credit losses	36,543		27,233		97,127		68,655
Selling, administrative and engineering expense	292,710		286,865		904,322		866,558
Total costs and expenses	1,096,437		1,101,594		3,906,332		3,726,297
Operating income	178,376		215,836		979,526		1,088,470
Investment income	2,300		3,211		3,754		5,983
Interest expense	7,706		4,879		21,968		4,897
Income before provision for income taxes	172,970		214,168		961,312		1,089,556
Provision for income taxes	58,905		73,821		316,327		379,545
Net income	$	114,065	$	140,347	$	644,985	$	710,011
Earnings per common share:
Basic	$	0.64	$	0.69	$	3.57	$	3.43
Diluted	$	0.64	$	0.69	$	3.55	$	3.41
Cash dividends per common share	$	0.35	$	0.31	$	1.05	$	0.93

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 25, 2016			September 27, 2015			September 25, 2016			September 27, 2015
Net income	$	114,065		$	140,347		$	644,985		$	710,011
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	3,853			(14,598		)	19,174			(37,368		)
Derivative financial instruments	(2,031		)	(10,533		)	(7,374		)	(12,747		)
Marketable securities	(11		)	(99		)	(88		)	(294		)
Pension and postretirement benefit plans	7,572			8,799			22,715			26,395
Total other comprehensive income (loss), net of tax	$	9,383		$	(16,431	)	$	34,427		$	(24,014	)
Comprehensive income	$	123,448		$	123,916		$	679,412		$	685,997

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 25, 2016			December 31, 2015			September 27, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	790,284		$	722,209		$	1,368,554
Marketable securities	5,038			45,192			47,358
Accounts receivable, net	346,176			247,405			294,054
Finance receivables, net	2,205,644			2,053,582			2,068,873
Inventories	426,547			585,907			466,657
Restricted cash	65,088			88,267			113,499
Deferred income taxes	123,609			102,769			100,558
Other current assets	139,958			132,552			150,667
Total current assets	4,102,344			3,977,883			4,610,220
Finance receivables, net	4,944,322			4,814,571			5,009,473
Property, plant and equipment, net	954,475			942,418			877,787
Goodwill	54,663			54,182			54,267
Deferred income taxes	80,831			99,614			71,952
Other long-term assets	75,591			84,309			88,335
	$	10,212,226		$	9,972,977		$	10,712,034
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	291,594		$	235,614		$	316,894
Accrued liabilities	506,533			471,964			464,352
Short-term debt	1,055,428			1,201,380			990,049
Current portion of long-term debt, net	700,152			838,349			885,889
Total current liabilities	2,553,707			2,747,307			2,657,184
Long-term debt, net	5,170,609			4,832,469			5,040,644
Pension liability	120,494			164,888			61,458
Postretirement healthcare liability	182,825			193,659			193,406
Other long-term liabilities	192,223			195,000			199,669
Commitments and contingencies (Note 18)
Shareholders’ equity:
Preferred stock, none issued	—			—			—
Common stock	3,454			3,449			3,448
Additional paid-in-capital	1,364,694			1,328,561			1,314,693
Retained earnings	9,416,583			8,961,985			8,977,600
Accumulated other comprehensive loss	(580,778		)	(615,205		)	(538,957		)
Treasury stock, at cost	(8,211,585		)	(7,839,136		)	(7,197,111		)
Total shareholders' equity	1,992,368			1,839,654			2,559,673
	$	10,212,226		$	9,972,977		$	10,712,034

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HARLEY-DAVIDSON, INC.

CONSOLIDATED BALANCE SHEETS (continued)

(In thousands)



	(Unaudited)				(Unaudited)
	September 25, 2016		December 31, 2015		September 27, 2015
Balances held by consolidated variable interest entities (Note 12)
Current finance receivables, net	$	236,561	$	322,768	$	357,713
Other assets	$	3,043	$	4,706	$	4,492
Non-current finance receivables, net	$	754,970	$	1,250,919	$	1,475,179
Restricted cash - current and non-current	$	69,364	$	100,151	$	125,561
Current portion of long-term debt, net	$	261,188	$	351,123	$	398,689
Long-term debt, net	$	664,431	$	1,108,254	$	1,303,043

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 25, 2016			September 27, 2015
Net cash provided by operating activities (Note 3)	$	927,809		$	1,020,957
Cash flows from investing activities:
Capital expenditures	(162,726		)	(139,054		)
Origination of finance receivables	(3,009,479		)	(3,112,827		)
Collections on finance receivables	2,440,466			2,393,355
Proceeds from finance receivables sold	312,571			—
Sales and redemptions of marketable securities	40,014			9,500
Acquisition of business	—			(59,910		)
Other	251			5,172
Net cash used by investing activities	(378,903		)	(903,764		)
Cash flows from financing activities:
Proceeds from issuance of senior unsecured notes	—			740,949
Proceeds from issuance of medium-term notes	1,193,396			595,386
Repayments of medium-term notes	(451,336		)	(600,000		)
Proceeds from securitization debt	—			1,195,668
Repayments of securitization debt	(535,616		)	(764,909		)
Net (decrease) increase in credit facilities and unsecured commercial paper	(146,328		)	258,734
Borrowings of asset-backed commercial paper	33,428			69,191
Repayments of asset-backed commercial paper	(55,170		)	(55,124		)
Net change in restricted cash	30,981			(15,165		)
Dividends paid	(190,387		)	(191,451		)
Purchase of common stock for treasury	(374,234		)	(894,565		)
Excess tax benefits from share-based payments	1,291			2,878
Issuance of common stock under employee stock option plans	6,444			16,755
Net cash (used by) provided by financing activities	(487,531		)	358,347
Effect of exchange rate changes on cash and cash equivalents	6,700			(13,666		)
Net increase in cash and cash equivalents	$	68,075		$	461,874
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	722,209		$	906,680
Net increase in cash and cash equivalents	68,075			461,874
Cash and cash equivalents—end of period	$	790,284		$	1,368,554

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 25, 2016 and September 27, 2015, 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, 2015.

The Company operates in two principal reportable segments: Motorcycles & Related Products (Motorcycles) and Financial Services.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

2. New Accounting Standards

Accounting Standards Recently Adopted

In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-02 Amendments to the Consolidation Analysis (ASU 2015-02). ASU 2015-02 amends the guidance within Accounting Standards Codification (ASC) Topic 810, "Consolidation,” to change the analysis that a reporting entity must perform to determine whether it should consolidate certain legal entities. The Company adopted ASU 2015-02 on January 1, 2016. The adoption of ASU 2015-02 had no impact on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03 Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 amends the guidance within ASC Topic 835, "Interest," to require that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt premiums and discounts. In August 2015, the FASB further clarified its views on debt costs incurred in connection with a line of credit arrangement by issuing ASU No. 2015-15 Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (ASU 2015-15). ASU 2015-15 amends the guidance within ASC Topic 835, “Interest,” to allow an entity to defer and present debt issuance costs associated with a line of credit arrangement as an asset, regardless of whether there are any outstanding borrowings on the line of credit arrangement.

The Company adopted ASU 2015-03 and ASU 2015-15 retrospectively on January 1, 2016. As a result, debt issuance costs related to its medium-term notes, senior unsecured notes, and term asset-backed securitizations are now classified as a reduction to the carrying amount of the related debt on the balance sheet. Debt issuance costs previously recorded in other current assets and other long-term assets totaling $18.2 million and $19.5 million as of December 31, 2015 and September 27, 2015, respectively, on the balance sheet have been reclassified to current portion of long-term debt, net and long-term debt, net to reflect the adoption of the new guidance. The required new disclosures are also presented in Note 11. The Company will continue to classify debt issuance costs related to line of credit arrangements, which include its asset-backed commercial paper and unsecured commercial paper programs and its credit facilities, as an asset, regardless of whether it has any outstanding borrowings on the line of credit arrangements.

In April 2015, the FASB issued ASU No. 2015-05 Customer's Accounting for Fees Paid in a Cloud Computing Arrangement, which amends ASC 350-40, "Intangibles-Goodwill and Other Internal-Use Software" (ASU 2015-05). ASU

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2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with the licenses of other intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. The Company adopted ASU 2015-05 prospectively on January 1, 2016. The adoption of ASU 2015-05 had no material impact on the Company's consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16 Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16). ASU 2015-16 eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Acquirers must recognize measurement-period adjustments during the period in which they determine the amounts. This would include any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The Company adopted ASU 2015-16 on January 1, 2016. The adoption of ASU 2015-16 had no impact on the Company's consolidated financial statements.

Accounting Standards Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers: Deferral of Effective Date (ASU 2015-14) to defer the effective date of the new revenue recognition standard by one year to fiscal years beginning after December 15, 2017 and for interim periods therein. The guidance may be adopted using either a full retrospective or modified retrospective approach. Early adoption is permitted as early as fiscal years beginning after December 15, 2016 and interim periods therein. The Company is currently evaluating the impact of adoption of ASU 2014-09 and ASU 2015-14.

In July 2015, the FASB issued ASU No. 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11). ASU 2015-11 simplifies the subsequent measurement of inventory by using only the lower of cost or net realizable value. ASU 2015-11 does not apply to inventory measured using the last-in, first-out method. The Company is required to adopt ASU 2015-11 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. Early adoption will be permitted. The adoption of ASU 2015-11 will not have a material effect on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17 Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 eliminates the requirement for a Company to separate deferred income tax liabilities and assets into current and noncurrent amounts on a classified statement of financial position and requires that deferred tax liabilities and assets be classified as noncurrent. The Company is required to adopt ASU 2015-17 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016 on either a retrospective or prospective basis. Early adoption is permitted. The Company plans to early adopt ASU 2015-17 in the fourth quarter of 2016 on a prospective basis.

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 March 2016, the FASB issued ASU No. 2016-09 Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 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 is required to adopt ASU 2016-09 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016 on both a retrospective and prospective basis dependent upon the nature of the subtopic. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adoption of ASU 2016-09.

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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.

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.

3. Additional Balance Sheet and Cash Flow Information

Marketable Securities

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



	September 25, 2016		December 31, 2015		September 27, 2015
Available-for-sale: Corporate bonds	$	5,038	$	45,192	$	47,358
Trading securities: Mutual funds	39,063		36,256		35,258
	$	44,101	$	81,448	$	82,616

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 nine months of 2016 and 2015, the Company recognized gross unrealized losses of approximately $140,000 and $467,000, respectively, or $88,000 and $294,000 net of taxes, respectively, to adjust amortized cost to fair value. The marketable securities have contractual maturities that come due over the next 7 months.

The Company's trading securities relate to investments held by the Company to fund certain deferred compensation obligations. The trading securities are carried at fair value with gains and losses recorded in net income, and investments are included in other long-term assets on the consolidated balance sheets.

Inventories

Inventories are valued at the lower of cost or market. Substantially all inventories located in the United States are valued using the last-in, first-out (LIFO) method. Other inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. Inventories consist of the following (in thousands):



	September 25, 2016			December 31, 2015			September 27, 2015
Components at the lower of FIFO cost or market
Raw materials and work in process	$	159,209		$	161,704		$	153,779
Motorcycle finished goods	182,019			327,952			228,243
Parts and accessories and general merchandise	134,587			145,519			134,537
Inventory at lower of FIFO cost or market	475,815			635,175			516,559
Excess of FIFO over LIFO cost	(49,268		)	(49,268		)	(49,902		)
	$	426,547		$	585,907		$	466,657

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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 25, 2016			September 27, 2015
Cash flows from operating activities:
Net income	$	644,985		$	710,011
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles	154,565			142,024
Amortization of deferred loan origination costs	65,445			71,012
Amortization of financing origination fees	7,212			7,331
Provision for long-term employee benefits	27,608			36,954
Employee benefit plan contributions and payments	(47,658		)	(19,358		)
Stock compensation expense	24,909			23,732
Net change in wholesale finance receivables related to sales	(169,599		)	(157,532		)
Provision for credit losses	97,127			68,655
Gain on off-balance sheet asset-backed securitization	(9,269		)	—
Loss on debt extinguishment	118			—
Pension plan settlement expense	900			—
Deferred income taxes	(11,261		)	(9,272		)
Foreign currency adjustments	(11,741		)	22,010
Other, net	(11,529		)	5,000
Changes in current assets and liabilities:
Accounts receivable, net	(86,796		)	(60,687		)
Finance receivables—accrued interest and other	364			(98		)
Inventories	173,975			(36,109		)
Accounts payable and accrued liabilities	97,190			211,045
Derivative instruments	(1,992		)	(6,734		)
Other	(16,744		)	12,973
Total adjustments	282,824			310,946
Net cash provided by operating activities	$	927,809		$	1,020,957

4. Acquisition

On August 4, 2015, the Company completed its purchase of certain assets and liabilities from Fred Deeley Imports, Ltd. (Deeley Imports) including, among other things, the acquisition of the exclusive right to distribute the Company's motorcycles and other products in Canada (Transaction) for total consideration of $59.9 million. The majority equity owner of Deeley Imports is a member of the Board of Directors of the Company. The acquisition of the Canadian distribution rights allowed the Company to align its distribution in Canada with its global go-to-market approach.

The financial impact of the acquisition, which is part of the Motorcycles segment, has been included in the Company's consolidated financial statements from the date of acquisition. Proforma information reflecting this acquisition has not been disclosed as the proforma impact on consolidated net income would not be material.

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The following table summarizes the fair values of the Deeley Imports assets acquired and liabilities assumed at the date of acquisition (in thousands):



	August 4, 2015
Current assets	$	11,088
Property, plant and equipment	144
Intangible assets	20,842
Goodwill	28,567
Total assets	60,641
Current liabilities	731
Net assets acquired	$	59,910

As noted above, in conjunction with the acquisition of certain assets and assumption of certain liabilities of Deeley Imports, the Company recorded goodwill of $28.6 million, all of which the Company believes is tax deductible, and intangible assets with an initial fair value of $20.8 million. Of the total intangible assets acquired, $13.3 million was assigned to reacquired distribution rights with a useful life of two years and $7.5 million was assigned to customer relationships with a useful life of twenty years. The Company agreed to reimburse Deeley Imports for certain severance costs associated with the Transaction, resulting in $3.3 million of expense included in selling, administrative and engineering expense in the third quarter of 2015. The Company did not acquire any cash as part of the Transaction.

5. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the Motorcycles segment were as follows (in thousands):



	Three months ended			Nine months ended
	September 25, 2016	September 27, 2015		September 25, 2016		September 27, 2015
Balance, beginning of period	54,542	26,105		$	54,182	$	27,752
Business acquisitions	—	28,567		—		28,567
Currency translations	121	(405	)	481		(2,052		)
Balance, end of period	54,663	54,267		$	54,663	$	54,267

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The Motorcycles segment intangible assets consisted of the following (in thousands):



	September 25, 2016
	Gross Carrying Amount		Accumulated Amortization			Net		Estimated useful life (years)
Other intangible assets
Reacquired distribution rights	$	13,357	$	(7,792	)	$	5,565	2
Customer relationships	7,535		(439		)	7,096		20
Total other intangible assets	$	20,892	$	(8,231	)	$	12,661
	December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Estimated useful life (years)
Other intangible assets
Reacquired distribution rights	$	12,614	$	(2,628	)	$	9,986	2
Customer relationships	7,116		(148		)	6,968		20
Total other intangible assets	$	19,730	$	(2,776	)	$	16,954
	September 27, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Estimated useful life (years)
Other intangible assets
Reacquired distribution rights	$	13,117	$	(1,093	)	$	12,024	2
Customer relationships	7,399		(62		)	7,337		20
Total other intangible assets	$	20,516	$	(1,155	)	$	19,361

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

Amortization expense of other intangible assets for the three months ended September 25, 2016 and September 27, 2015 was $1.8 million and $1.2 million, respectively. Amortization expense of other intangible assets for the nine months ended September 25, 2016 and September 27, 2015 was $5.2 million and $1.2 million, respectively. The Company estimates future amortization to be approximately as follows (in thousands):



	Estimated Amortization
2016 (remaining 3 months)	$	1,767
2017	4,278
2018	372
2019	372
2020	372
2021	372
Thereafter	5,128
	$	12,661

The Financial Services segment did not have a goodwill or intangible assets balance at September 25, 2016, December 31, 2015 and September 27, 2015.

6. Finance Receivables

The Company provides retail financial services to customers of the Company’s independent dealers in the United States and Canada. The origination of retail loans is a separate and distinct transaction between the Company and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and secured installment sales contracts. The Company holds either titles or liens on titles to vehicles financed by promissory notes and installment sales contracts.

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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 25, 2016			December 31, 2015			September 27, 2015
Retail	$	6,165,999		$	5,991,471		$	6,194,332
Wholesale	1,155,483			1,023,860			1,029,397
Total finance receivables	7,321,482			7,015,331			7,223,729
Allowance for credit losses	(171,516		)	(147,178		)	(145,383		)
Finance receivables, net	$	7,149,966		$	6,868,153		$	7,078,346

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.

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



	Three months ended September 25, 2016
	Retail			Wholesale			Total
Balance, beginning of period	$	152,998		$	8,355		$	161,353
Provision for credit losses	38,143			(1,600		)	36,543
Charge-offs	(35,749		)	—			(35,749		)
Recoveries	9,369			—			9,369
Balance, end of period	$	164,761		$	6,755		$	171,516

	Three months ended September 27, 2015
	Retail			Wholesale			Total
Balance, beginning of period	$	131,903		$	7,328		$	139,231
Provision for credit losses	28,309			(1,076		)	27,233
Charge-offs	(30,203		)	—			(30,203		)
Recoveries	9,122			—			9,122
Balance, end of period	$	139,131		$	6,252		$	145,383

	Nine months ended September 25, 2016
	Retail			Wholesale			Total
Balance, beginning of period	$	139,320		$	7,858		$	147,178
Provision for credit losses	98,230			(1,103		)	97,127
Charge-offs	(101,853		)	—			(101,853		)
Recoveries	32,355			—			32,355
Other ^(a)	(3,291		)	—			(3,291		)
Balance, end of period	$	164,761		$	6,755		$	171,516

	Nine months ended September 27, 2015
	Retail			Wholesale			Total
Balance, beginning of period	$	122,025		$	5,339		$	127,364
Provision for credit losses	67,742			913			68,655
Charge-offs	(83,939		)	—			(83,939		)
Recoveries	33,303			—			33,303
Balance, end of period	$	139,131		$	6,252		$	145,383

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(a)	Related to the sale of finance receivables during the second quarter of 2016 with a principal balance of $301.8 million through an off-balance sheet asset-backed securitization transaction (see Note 12 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 borrower will not be able to make full payment of the contractual amounts due based on the original terms of the loan agreement. The impairment is determined based on the cash that the Company expects to receive discounted at the loan’s original interest rate or the fair value of the collateral, if the loan is collateral-dependent. Finance receivables in the wholesale portfolio that are not considered impaired on an individual basis are segregated, based on similar risk characteristics, according to the Company’s internal risk rating system and collectively evaluated for impairment. The related allowance for credit losses is based on factors such as the specific borrower’s financial performance and ability to repay, the Company’s past loan loss experience, current economic conditions, and the value of the underlying collateral.

Generally, it is the Company’s policy not to change the terms and conditions of finance receivables. However, to minimize the economic loss, the Company may modify certain finance receivables in troubled debt restructurings. Total restructured finance receivables are not significant.

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The allowance for credit losses and finance receivables by portfolio, segregated by those amounts that are individually evaluated for impairment and those that are collectively evaluated for impairment, was as follows (in thousands):



	September 25, 2016
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	164,761		6,755		171,516
Total allowance for credit losses	$	164,761	$	6,755	$	171,516
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	6,165,999		1,155,483		7,321,482
Total finance receivables	$	6,165,999	$	1,155,483	$	7,321,482

	December 31, 2015
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	139,320		7,858		147,178
Total allowance for credit losses	$	139,320	$	7,858	$	147,178
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	5,991,471		1,023,860		7,015,331
Total finance receivables	$	5,991,471	$	1,023,860	$	7,015,331

	September 27, 2015
	Retail		Wholesale		Total
Allowance for credit losses, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	139,131		6,252		145,383
Total allowance for credit losses	$	139,131	$	6,252	$	145,383
Finance receivables, ending balance:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment	6,194,332		1,029,397		7,223,729
Total finance receivables	$	6,194,332	$	1,029,397	$	7,223,729

There were no wholesale finance receivables at September 25, 2016, December 31, 2015, or September 27, 2015 that were individually deemed to be impaired under ASC Topic 310, “Receivables.”

Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables are generally charged-off when the receivable is 120 days or more delinquent, the related asset is repossessed or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of September 25, 2016, December 31, 2015 and September 27, 2015, all retail finance receivables were accounted for as interest-earning receivables, of which $31.3 million, $32.8 million and $23.8 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 25, 2016, December 31, 2015 or September 27, 2015. At September 25, 2016, December 31, 2015 and September 27, 2015, $0.4 million, $0.1 million, and $0.1 million of wholesale finance receivables were 90 days or more past due and accruing interest, respectively.

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



	September 25, 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	$	5,973,108	$	119,709	$	41,866	$	31,316	$	192,891	$	6,165,999
Wholesale	1,154,617		366		114		386		866		1,155,483
Total	$	7,127,725	$	120,075	$	41,980	$	31,702	$	193,757	$	7,321,482

	December 31, 2015
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	5,796,003	$	118,996	$	43,680	$	32,792	$	195,468	$	5,991,471
Wholesale	1,022,365		888		530		77		1,495		1,023,860
Total	$	6,818,368	$	119,884	$	44,210	$	32,869	$	196,963	$	7,015,331

	September 27, 2015
	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Finance Receivables
Retail	$	6,024,620	$	111,393	$	34,511	$	23,808	$	169,712	$	6,194,332
Wholesale	1,028,981		106		162		148		416		1,029,397
Total	$	7,053,601	$	111,499	$	34,673	$	23,956	$	170,128	$	7,223,729

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 25, 2016		December 31, 2015		September 27, 2015
Prime	$	4,900,752	$	4,777,448	$	4,936,438
Sub-prime	1,265,247		1,214,023		1,257,894
Total	$	6,165,999	$	5,991,471	$	6,194,332

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

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of risk to lowest level of risk for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon management’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged off, while the dealers classified as Low Risk are least likely to be charged off. The internal rating system considers factors such as the specific borrowers’ ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated on a quarterly basis.

The recorded investment in wholesale finance receivables, by internal credit quality indicator, was as follows (in thousands):



	September 25, 2016		December 31, 2015		September 27, 2015
Doubtful	$	—	$	5,169	$	—
Substandard	16,244		21,774		14,949
Special Mention	—		6,271		3,706
Medium Risk	7,667		11,494		6,496
Low Risk	1,131,572		979,152		1,004,246
Total	$	1,155,483	$	1,023,860	$	1,029,397

7. Fair Value Measurements

Certain assets and liabilities are recorded at fair value in the financial statements; some of these are measured on a recurring basis while others are measured on a non-recurring basis. Assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when required by particular events or circumstances. In determining the fair value of assets and liabilities, the Company uses various valuation techniques. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

The Company assesses the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable.

Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates and commodity prices. The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Forward contracts for foreign currency, commodities and interest rates are valued using current quoted forward rates and prices; 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):



	September 25, 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	$	526,228	$	372,850	$	153,378	$	—
Marketable securities	44,101		39,063		5,038		—
Derivatives	6,606		—		6,606		—
	$	576,935	$	411,913	$	165,022	$	—
Liabilities:
Derivatives	$	1,388	$	—	$	1,388	$	—

	December 31, 2015
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	555,910	$	390,706	$	165,204	$	—
Marketable securities	81,448		36,256		45,192		—
Derivatives	16,235		—		16,235		—
	$	653,593	$	426,962	$	226,631	$	—
Liabilities:
Derivatives	$	1,300	$	—	$	1,300	$	—

	September 27, 2015
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1,111,571	$	719,854	$	391,717	$	—
Marketable securities	82,616		35,258		47,358		—
Derivatives	18,015		—		18,015		—
	$	1,212,202	$	755,112	$	457,090	$	—
Liabilities:
Derivatives	$	1,309	$	—	$	1,309	$	—

Nonrecurring Fair Value Measurements

Repossessed inventory is recorded at the lower of cost or net realizable value through a nonrecurring fair value measurement. Repossessed inventory was $18.5 million, $17.7 million and $16.6 million at September 25, 2016, December 31, 2015 and September 27, 2015, for which the fair value adjustment was $8.2 million, $8.6 million and $6.7 million, respectively. Fair value is estimated using Level 2 inputs based on the recent market values of repossessed inventory.

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8. 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 9).

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



	September 25, 2016				December 31, 2015				September 27, 2015
	Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Cash and cash equivalents	$	790,284	$	790,284	$	722,209	$	722,209	$	1,368,554	$	1,368,554
Marketable securities	$	44,101	$	44,101	$	81,448	$	81,448	$	82,616	$	82,616
Derivatives	$	6,606	$	6,606	$	16,235	$	16,235	$	18,015	$	18,015
Finance receivables, net	$	7,233,923	$	7,149,966	$	6,937,053	$	6,868,153	$	7,170,873	$	7,078,346
Restricted cash	$	79,661	$	79,661	$	110,642	$	110,642	$	137,217	$	137,217
Liabilities:
Derivatives	$	1,388	$	1,388	$	1,300	$	1,300	$	1,309	$	1,309
Unsecured commercial paper	$	1,055,428	$	1,055,428	$	1,201,380	$	1,201,380	$	990,049	$	990,049
Asset-backed Canadian commercial paper conduit facility	$	140,488	$	140,488	$	153,839	$	153,839	$	158,712	$	158,712
Medium-term notes	$	4,199,753	$	4,063,510	$	3,410,966	$	3,316,949	$	3,468,459	$	3,325,032
Senior unsecured notes	$	800,818	$	741,144	$	737,435	$	740,653	$	752,494	$	741,057
Term asset-backed securitization debt	$	929,775	$	925,619	$	1,455,776	$	1,459,377	$	1,707,076	$	1,701,732

Cash and Cash Equivalents and Restricted Cash – With the exception of certain cash equivalents, the carrying values of these items in the financial statements are based on historical cost. The historical cost basis for these amounts is estimated to approximate their respective fair values due to the short maturity of these instruments. Fair value is based on Level 1 or Level 2 inputs.

Marketable Securities – The carrying value of marketable securities in the financial statements is based on fair value. The fair value of marketable securities is determined primarily based on quoted prices for identical instruments or on quoted market prices of similar financial assets. Fair value is based on Level 1 or Level 2 inputs.

Finance Receivables, Net – The carrying value of retail and wholesale finance receivables in the financial statements is amortized cost less an allowance for credit losses. The fair value of retail finance receivables is generally calculated by discounting future cash flows using an estimated discount rate that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The amortized cost basis of wholesale finance receivables approximates fair value because they either are short-term or have interest rates that adjust with changes in market interest rates.

Derivatives – Forward contracts for foreign currency exchange and commodities are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of these contracts is determined using quoted forward rates and prices. Fair value is calculated using Level 2 inputs.

Debt – The carrying value of debt in the financial statements is generally amortized cost, net of discounts and debt issuance costs. The carrying value of unsecured commercial paper approximates fair value due to its short maturity. Fair value is calculated using Level 2 inputs.

The carrying value of debt provided under the Canadian Conduit approximates fair value since the interest rates charged under the facility are tied directly to market rates and fluctuate as market rates change. Fair value is calculated using Level 2 inputs.

The fair values of the medium-term notes are estimated based upon rates available at the end of the period for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.

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The fair value of the senior unsecured notes is 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 term asset-backed securitization transactions is estimated based on pricing available at the end of the period for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs.

9. Derivative Instruments and Hedging Activities

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

All derivative instruments are recognized on the balance sheet at fair value (see Note 7). In accordance with ASC Topic 815, “Derivatives and Hedging,” the accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of gains and losses that result from changes in the fair value of derivative instruments is initially recorded in other comprehensive income (OCI) and subsequently reclassified into earnings when the hedged item affects income. The Company assesses, both at the inception of each hedge and on an on-going basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Any ineffective portion is immediately recognized in earnings. No component of a hedging derivative instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that do not qualify for hedge accounting are recorded at fair value, and any changes in fair value are recorded in current period earnings.

The Company sells its products internationally, and in most markets those sales are made in the foreign country’s local currency. As a result, the Company’s earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Company 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 2015, the Company entered into treasury rate locks to fix the interest rate on a portion of the principal related to its 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 table summarizes the fair value of the Company’s derivative financial instruments (in thousands):



	September 25, 2016						December 31, 2015						September 27, 2015
Derivatives Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)		Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)		Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)
Foreign currency contracts^(c)	$	615,251	$	6,337	$	1,193	$	436,352	$	16,167	$	181	$	460,323	$	18,015	$	19
Commodity contracts^(c)	1,154		110		—		968		—		159		1,297		—		168
Total	$	616,405	$	6,447	$	1,193	$	437,320	$	16,167	$	340	$	461,620	$	18,015	$	187
	September 25, 2016						December 31, 2015						September 27, 2015
Derivatives Not Designated As Hedging Instruments Under ASC Topic 815	Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)		Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)		Notional Value		Asset Fair Value^(a)		Liability Fair Value^(b)
Commodity contracts	$	4,488	$	159	$	195	$	6,510	$	68	$	960	$	7,027	$	—	$	1,122
	$	4,488	$	159	$	195	$	6,510	$	68	$	960	$	7,027	$	—	$	1,122


(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 25, 2016			September 27, 2015			September 25, 2016			September 27, 2015
Foreign currency contracts	$	(938	)	$	6,796		$	(5,445	)	$	35,004
Commodity contracts	43			(138		)	(30		)	(284		)
Treasury rate locks	—			(10,746		)	—			(7,381		)
Total	$	(895	)	$	(4,088	)	$	(5,475	)	$	27,339



	Amount of Gain/(Loss) Reclassified from AOCL into Income
	Three months ended						Nine months ended						Expected to be Reclassified
Cash Flow Hedges	September 25, 2016			September 27, 2015			September 25, 2016			September 27, 2015			Over the Next Twelve Months
Foreign currency contracts^(a)	$	2,399		$	12,771		$	6,806		$	48,175		$	4,488
Commodity contracts^(a)	21			(68		)	(298		)	(530		)	110
Treasury rate locks^(b)	(90		)	(60		)	(271		)	(60		)	(362		)
Total	$	2,330		$	12,643		$	6,237		$	47,585		$	4,236


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


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

For the three and nine months ended September 25, 2016 and September 27, 2015, the cash flow hedges were highly effective and, as a result, the amount of hedge ineffectiveness was not material. No amounts were excluded from effectiveness testing.

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The following tables summarize the amount of gains and losses related to derivative financial instruments not designated as hedging instruments (in thousands):



	Amount of Gain/(Loss) Recognized in Income on Derivative
	Three months ended					Nine months ended
Derivatives Not Designated As Hedges	September 25, 2016		September 27, 2015			September 25, 2016			September 27, 2015
Commodity contracts^(a)	$	45	$	(731	)	$	(179	)	$	(1,257	)
Total	$	45	$	(731	)	$	(179	)	$	(1,257	)


(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.

10. Accumulated Other Comprehensive Loss

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



	Three months ended September 25, 2016
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	(43,523	)	$	(1,171	)	$	543		$	(546,010	)	$	(590,161	)
Other comprehensive income (loss) before reclassifications	3,574			(18		)	(895		)	—			2,661
Income tax expense	279			7			332			—			618
Net other comprehensive income (loss) before reclassifications	3,853			(11		)	(563		)	—			3,279
Reclassifications:
Realized (gains) losses - foreign currency contracts^(a)	—			—			(2,399		)	—			(2,399		)
Realized (gains) losses - commodities contracts^(a)	—			—			(21		)	—			(21		)
Realized (gains) losses - treasury rate lock^(c)	—			—			90			—			90
Prior service credits^(b)	—			—			—			(446		)	(446		)
Actuarial losses^(b)	—			—			—			12,472			12,472
Total reclassifications before tax	—			—			(2,330		)	12,026			9,696
Income tax expense (benefit)	—			—			862			(4,454		)	(3,592		)
Net reclassifications	—			—			(1,468		)	7,572			6,104
Other comprehensive income (loss)	3,853			(11		)	(2,031		)	7,572			9,383
Balance, end of period	$	(39,670	)	$	(1,182	)	$	(1,488	)	$	(538,438	)	$	(580,778	)

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	Three months ended September 27, 2015
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	(26,252	)	$	(895	)	$	16,828		$	(512,207	)	$	(522,526	)
Other comprehensive loss before reclassifications	(17,003		)	(157		)	(4,088		)	—			(21,248		)
Income tax expense	2,405			58			1,514			—			3,977
Net other comprehensive loss before reclassifications	(14,598		)	(99		)	(2,574		)	—			(17,271		)
Reclassifications:
Realized (gains) losses - foreign currency contracts^(a)	—			—			(12,771		)	—			(12,771		)
Realized (gains) losses - commodities contracts^(a)	—			—			68			—			68
Realized (gains) losses - treasury rate lock^(c)	—			—			60			—			60
Prior service credits^(b)	—			—			—			(695		)	(695		)
Actuarial losses^(b)	—			—			—			14,671			14,671
Total reclassifications before tax	—			—			(12,643		)	13,976			1,333
Income tax expense (benefit)	—			—			4,684			(5,177		)	(493		)
Net reclassifications	—			—			(7,959		)	8,799			840
Other comprehensive (loss) income	(14,598		)	(99		)	(10,533		)	8,799			(16,431		)
Balance, end of period	$	(40,850	)	$	(994	)	$	6,295		$	(503,408	)	$	(538,957	)



	Nine months ended September 25, 2016
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	(58,844	)	$	(1,094	)	$	5,886		$	(561,153	)	$	(615,205	)
Other comprehensive income (loss) before reclassifications	20,661			(140		)	(5,475		)	—			15,046
Income tax (benefit) expense	(1,487		)	52			2,028			—			593
Net other comprehensive income (loss) before reclassifications	19,174			(88		)	(3,447		)	—			15,639
Reclassifications:
Realized (gains) losses - foreign currency contracts^(a)	—			—			(6,806		)	—			(6,806		)
Realized (gains) losses - commodities contracts^(a)	—			—			298			—			298
Realized (gains) losses - treasury rate lock^(c)	—			—			271			—			271
Prior service credits^(b)	—			—			—			(1,338		)	(1,338		)
Actuarial losses^(b)	—			—			—			37,416			37,416
Total reclassifications before tax	—			—			(6,237		)	36,078			29,841
Income tax expense (benefit)	—			—			2,310			(13,363		)	(11,053		)
Net reclassifications	—			—			(3,927		)	22,715			18,788
Other comprehensive income (loss)	19,174			(88		)	(7,374		)	22,715			34,427
Balance, end of period	$	(39,670	)	$	(1,182	)	$	(1,488	)	$	(538,438	)	$	(580,778	)

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	Nine months ended September 27, 2015
	Foreign currency translation adjustments			Marketable securities			Derivative financial instruments			Pension and postretirement benefit plans			Total
Balance, beginning of period	$	(3,482	)	$	(700	)	$	19,042		$	(529,803	)	$	(514,943	)
Other comprehensive (loss) income before reclassifications	(41,954		)	(467		)	27,339			—			(15,082		)
Income tax expense (benefit)	4,586			173			(10,126		)	—			(5,367		)
Net other comprehensive (loss) income before reclassifications	(37,368		)	(294		)	17,213			—			(20,449		)
Reclassifications:
Realized (gains) losses - foreign currency contracts^(a)	—			—			(48,175		)	—			(48,175		)
Realized (gains) losses - commodities contracts^(a)	—			—			530			—			530
Realized (gains) losses - treasury rate lock^(c)	—			—			60			—			60
Prior service credits^(b)	—			—			—			(2,085		)	(2,085		)
Actuarial losses^(b)	—			—			—			44,010			44,010
Total reclassifications before tax	—			—			(47,585		)	41,925			(5,660		)
Income tax expense (benefit)	—			—			17,625			(15,530		)	2,095
Net reclassifications	—			—			(29,960		)	26,395			(3,565		)
Other comprehensive (loss) income	(37,368		)	(294		)	(12,747		)	26,395			(24,014		)
Balance, end of period	$	(40,850	)	$	(994	)	$	6,295		$	(503,408	)	$	(538,957	)


(a)	Amounts reclassified to net income are included in Motorcycles and Related Products cost of goods sold.


(b)	Amounts reclassified are included in the computation of net periodic cost. See Note 16 for information related to pension and postretirement benefit plans.


(c)	Amounts reclassified to net income are included in interest expense.

11. Debt

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



	September 25, 2016		December 31, 2015		September 27, 2015
Unsecured commercial paper	$	1,055,428	$	1,201,380	$	990,049
Total short-term debt	$	1,055,428	$	1,201,380	$	990,049

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



	September 25, 2016			December 31, 2015			September 27, 2015
Secured debt
Asset-backed Canadian commercial paper conduit facility	$	140,488		$	153,839		$	158,712
Term asset-backed securitization debt	927,539			1,463,154			1,706,431
Less: unamortized discount and debt issuance costs	(1,920		)	(3,777		)	(4,699		)
Total secured debt	1,066,107			1,613,216			1,860,444

Unsecured notes
3.88% Medium-term notes due in 2016 par value	—			450,000			450,000
2.70% Medium-term notes due in 2017 par value	400,000			400,000			400,000
1.55% Medium-term notes due in 2017 par value	400,000			400,000			400,000
6.80% Medium-term notes due in 2018 par value	877,488			878,708			887,958
2.40% Medium-term notes due in 2019 par value	600,000			600,000			600,000
2.25% Medium-term notes due in 2019 par value	600,000			—			—
2.15% Medium-term notes due in 2020 par value	600,000			600,000			600,000
2.85% Medium-term notes due in 2021 par value	600,000			—			—
3.50% Senior unsecured notes due in 2025 par value	450,000			450,000			450,000
4.625% Senior unsecured notes due in 2045 par value	300,000			300,000			300,000
Less: unamortized discount and debt issuance costs	(22,834		)	(21,106		)	(21,869		)
Gross long-term debt	5,870,761			5,670,818			5,926,533
Less: current portion of long-term debt, net of unamortized discount and issuance costs	(700,152		)	(838,349		)	(885,889		)
Total long-term debt	$	5,170,609		$	4,832,469		$	5,040,644

The Company adopted ASU No. 2015-03 and ASU No. 2015-15 on January 1, 2016. Upon adoption, the Company reclassified debt issuance costs, other than debt issuance costs related to line of credit arrangements (which include its asset-backed commercial paper and unsecured commercial paper programs and its credit facilities), from other assets to debt on the balance sheet. Refer to Note 2 for further discussion of newly adopted ASUs.

12. 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 (SPE), 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 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

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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.

The Company adopted ASU No. 2015-03 and ASU No. 2015-15 on January 1, 2016. Upon adoption, the Company reclassified debt issuance costs, other than debt issuance costs related to line of credit arrangements (including the asset-backed commercial paper programs), from other assets to debt on the balance sheet. Refer to Note 2 for further discussion of newly adopted ASUs.

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



	September 25, 2016
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,019,378	$	(27,847	)	$	69,364	$	2,893	$	1,063,788	$	925,619
Asset-backed U.S. commercial paper conduit facility	—		—			—		150		150		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	155,130		(3,244		)	10,297		351		162,534		140,488
Total on-balance sheet assets and liabilities	$	1,174,508	$	(31,091	)	$	79,661	$	3,394	$	1,226,472	$	1,066,107

	December 31, 2015
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,611,624	$	(37,937	)	$	100,151	$	4,383	$	1,678,221	$	1,459,377
Asset-backed U.S. commercial paper conduit facility	—		—			—		323		323		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	170,708		(3,061		)	10,491		393		178,531		153,839
Total on-balance sheet assets and liabilities	$	1,782,332	$	(40,998	)	$	110,642	$	5,099	$	1,857,075	$	1,613,216

	September 27, 2015
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,875,571	$	(42,679	)	$	125,561	$	4,383	$	1,962,836	$	1,701,732
Asset-backed U.S. commercial paper conduit facility	—		—			—		109		109		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	175,173		(3,090		)	11,656		473		184,212		158,712
Total on-balance sheet assets and liabilities	$	2,050,744	$	(45,769	)	$	137,217	$	4,965	$	2,147,157	$	1,860,444

On-Balance Sheet Term Asset-Backed Securitization VIEs

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The Company transfers U.S. retail motorcycle finance receivables to SPEs which in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each on-balance sheet term asset-backed securitization SPE is a separate legal entity, and the U.S. retail motorcycle finance receivables included in the term asset-backed securitizations are only available for payment of the secured debt and other obligations arising from the term asset-backed securitization transaction and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. Restricted cash balances held by the SPEs are used only to support the securitizations. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2016 to 2022.

The Company is the primary beneficiary of its on-balance sheet term asset-backed securitization VIEs because it retains servicing rights and a residual interest in the VIEs in the form of a debt security. As the servicer, the Company is the variable interest holder with the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. As a residual interest holder, the Company has the obligation to absorb losses and the right to receive benefits which could potentially be significant to the VIE.

There were no on-balance sheet term asset-backed securitization transactions during the nine months ended September 25, 2016. During the first and second quarters of 2015, the Company issued $700.0 million and $500.0 million ($697.6 million and $498.1 million net of discount and issuance costs), respectively, of secured notes through on-balance sheet term asset-backed securitization transactions.

On-Balance Sheet Asset-Backed U.S. Commercial Paper Conduit Facility VIE

On December 14, 2015, the Company entered into a new revolving facility agreement (U.S. Conduit) with a third party bank-sponsored asset-backed U.S. commercial paper conduit, which provides for a total aggregate commitment of up to $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral. The prior facility agreement expired on December 14, 2015 and had similar terms.

Under the facility, the Company may transfer U.S. retail motorcycle finance receivables to a SPE, which in turn may issue debt to third-party bank-sponsored asset-backed commercial paper conduits. The assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates or LIBOR to the extent the advance is not funded by a conduit lender through the issuance of commercial paper plus, in each case, a program fee based on outstanding principal. The U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt will be reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the U.S. Conduit expires on December 14, 2016.

The Company is the primary beneficiary of its U.S. Conduit VIE because it retains servicing rights and a residual interest in the VIEs in the form of a debt security. As the servicer, the Company is the variable interest holder with the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. As a residual interest holder, the Company has the obligation to absorb losses and the right to receive benefits which could potentially be significant to the VIE.

The VIE had no borrowings outstanding under the U.S. Conduit at September 25, 2016, December 31, 2015 or September 27, 2015; therefore, assets that the U.S. Conduit holds are restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment.

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On-Balance Sheet Asset-Backed Canadian Commercial Paper Conduit Facility

In June 2015, the Company amended its facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables for proceeds up to C$240.0 million. The transferred assets are restricted as collateral for the payment of the debt. The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$240.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. The contractual maturity of the debt is approximately 5 years. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of September 25, 2016, the Canadian Conduit has an expiration date of June 30, 2017.

The Company is not the primary beneficiary of the Canadian bank-sponsored, multi-seller conduit VIE; therefore, the Company doesn’t consolidate the VIE. However, the Company treats the conduit facility as a secured borrowing as it maintains effective control over the assets transferred to the VIE and therefore doesn’t meet the requirements for sale accounting.

As the Company participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, was $22.0 million at September 25, 2016. The maximum exposure is not an indication of the Company's expected loss exposure.

The following table includes quarterly transfers of Canadian retail motorcycle finance receivables to the Canadian Conduit and the respective proceeds (in thousands):



	2016				2015
	Transfers		Proceeds		Transfers		Proceeds
First quarter	$	6,600	$	5,800	$	19,200	$	16,800
Second quarter	$	31,400	$	27,500	$	26,800	$	23,400
Third quarter	—		—		33,100		29,000
	$	38,000	$	33,300	$	79,100	$	69,200

Off-Balance Sheet Asset-Backed Securitization VIE

During the second quarter of 2016, the Company sold retail motorcycle finance receivables with a principal balance of $301.8 million into a securitization VIE that was not consolidated, recognized a gain of $9.3 million and received cash proceeds of $312.6 million. Similar to an on-balance sheet term asset-backed securitization, the Company transferred U.S. retail motorcycle finance receivables to an SPE which in turn issued secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. The off-balance sheet asset-backed securitization SPE is a separate legal entity, and the U.S. retail motorcycle finance receivables included in the term asset-backed securitization are only available for payment of the secured debt and other obligations arising from the asset-backed securitization transaction and are not available to pay other obligations or claims of the Company’s creditors. In an on-balance sheet asset-backed securitization, the Company retains a financial interest in the VIE in the form of a debt security. As part of this off-balance sheet securitization, the Company did not retain any financial interest in the VIE beyond servicing rights and ordinary representations and warranties and related covenants.

The Company is not the primary beneficiary of the off-balance sheet asset-backed securitization VIE because it only retained servicing rights and does not have the obligation to absorb losses or the right to receive benefits from the VIE which could potentially be significant to the VIE. Accordingly, this transaction met the accounting sale requirements under ASC Topic 860 and was recorded as a sale for accounting purposes. Upon the sale, the retail motorcycle finance receivables were removed from the Company’s balance sheet and a gain was recognized for the difference between the cash proceeds received, the assets derecognized and the liabilities recognized as part of the transaction. The gain on sale was included in financial services revenue in the Consolidated Statement of Income.

At September 25, 2016, the assets of this off-balance sheet asset-backed securitization VIE were $262.6 million and represented the current unpaid principal balance of the retail motorcycle finance receivables, which was the Company’s maximum exposure to loss in the off-balance sheet VIE at September 25, 2016. This is based on the unlikely event that all the

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receivables have underwriting defects or other defects that trigger a violation of certain covenants and that the underlying collateral has no residual value. This maximum exposure is not an indication of expected losses.

Servicing Activities

The Company services all retail motorcycle finance receivables that it originates. When the Company transfers retail motorcycle finance receivables to SPEs through asset-backed financings, the Company retains the right to service the finance receivables and receives servicing fees based on the securitized finance receivables balance and certain ancillary fees. In on-balance sheet asset-backed financing, servicing fees are eliminated in consolidation and therefore are not recorded on a consolidated basis. In off-balance sheet asset-backed financings, servicing fees and ancillary fees are recorded in Financial Services revenue in the Consolidated Statement of Income. The fees the Company is paid for servicing represent adequate compensation, and consequently, the Company does not recognize a servicing asset or liability. The Company recognized servicing fee income of $1.0 million during the nine months ended September 25, 2016.

The unpaid principal balance of retail motorcycle finance receivables serviced by the Company was as follows (in thousands):



	September 25, 2016		December 31, 2015		September 27, 2015
On-balance sheet retail motorcycle finance receivables	$	6,017,065	$	5,843,352	$	6,039,011
Off-balance sheet retail motorcycle finance receivables	262,583		—		—
Total serviced retail motorcycle finance receivables	$	6,279,648	$	5,843,352	$	6,039,011

The unpaid principal balance of retail motorcycle finance receivables serviced by the Company 30 days or more delinquent was as follows (in thousands):



	Amount 30 days or more past due:
	September 25, 2016		December 31, 2015		September 27, 2015
On-balance sheet retail motorcycle finance receivables	$	192,891	$	195,468	$	169,712
Off-balance sheet retail motorcycle finance receivables	1,235		—		—
Total serviced retail motorcycle finance receivables	$	194,126	$	195,468	$	169,712

Credit losses, net of recoveries for the retail motorcycle finance receivables serviced by the Company were as follows (in thousands):



	Three months ended				Nine months ended
	September 25, 2016		September 27, 2015		September 25, 2016		September 27, 2015
On-balance sheet retail motorcycle finance receivables	$	26,380	$	21,081	$	69,498	$	50,636
Off-balance sheet retail motorcycle finance receivables	270		—		285		—
Total serviced retail motorcycle finance receivables	$	26,650	$	21,081	$	69,783	$	50,636

13. Income Taxes

The Company’s 2016 income tax rate for the nine months ended September 25, 2016 was 32.9% compared to 34.8% for the same period last year. The year-to-date tax provision for income taxes included a discrete benefit of $16.1 million associated with the release of a portion of the Company's liability for unrecognized tax benefits relating primarily to the closure of various audits during the second quarter of 2016.

14. Product Warranty and Recall Campaigns

The Company currently provides a standard two-year limited warranty on all new motorcycles sold worldwide, except for Japan, where the Company currently provides a standard three-year limited warranty on all new motorcycles sold. In addition, the Company provides a one-year warranty for Parts & Accessories (P&A). The warranty coverage for the retail customer generally begins when the product is sold to a retail customer. The Company maintains reserves for future warranty claims using an estimated cost, which is based primarily on historical Company claim information maintained by the Company. Additionally, the Company has from time to time initiated voluntary recall campaigns. The Company reserves for all estimated costs associated with recalls in the period that management approves and commits to the recall.

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Changes in the Company’s warranty and recall liability were as follows (in thousands):



	Three months ended						Nine months ended
	September 25, 2016			September 27, 2015			September 25, 2016			September 27, 2015
Balance, beginning of period	$	82,480		$	83,416		$	74,217		$	69,250
Warranties issued during the period	11,107			9,714			49,321			46,668
Settlements made during the period	(30,512		)	(31,492		)	(71,354		)	(68,611		)
Recalls and changes to pre-existing warranty liabilities	22,448			18,170			33,339			32,501
Balance, end of period	$	85,523		$	79,808		$	85,523		$	79,808

The liability for recall campaigns was $19.5 million, $10.2 million and $16.4 million as of September 25, 2016, December 31, 2015 and September 27, 2015, respectively.

15. Earnings Per Share

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



	Three months ended				Nine months ended
	September 25, 2016		September 27, 2015		September 25, 2016		September 27, 2015
Numerator:
Net income used in computing basic and diluted earnings per share	$	114,065	$	140,347	$	644,985	$	710,011
Denominator:
Denominator for basic earnings per share - weighted-average common shares	178,438		203,598		180,779		207,255
Effect of dilutive securities - employee stock compensation plan	882		982		803		1,027
Denominator for diluted earnings per share - adjusted weighted-average shares outstanding	179,320		204,580		181,582		208,282
Earnings per common share:
Basic	$	0.64	$	0.69	$	3.57	$	3.43
Diluted	$	0.64	$	0.69	$	3.55	$	3.41

Outstanding options to purchase 1.2 million and 0.9 million shares of common stock for the three months ended September 25, 2016 and September 27, 2015, respectively, and 1.5 million and 0.9 million shares of common stock for the nine months ended September 25, 2016 and September 27, 2015, 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 shares of restricted stock and restricted stock units (RSUs). Non-forfeitable dividends are paid on unvested shares of restricted stock and non-forfeitable dividend equivalents are paid on unvested RSUs. As such, shares of restricted stock and 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 25, 2016 and September 27, 2015, respectively.

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16. Employee Benefit Plans

The Company has a defined benefit qualified pension plan and postretirement healthcare benefit plans that cover certain employees of the Motorcycles segment. The Company also has unfunded supplemental employee retirement plan agreements (SERPA) with certain employees which were instituted to replace benefits lost under the Tax Revenue Reconciliation Act of 1993. Net periodic benefit costs are allocated among selling, administrative and engineering expense, cost of goods sold and inventory. Amounts capitalized in inventory are not significant. Components of net periodic benefit costs were as follows (in thousands):



	Three months ended						Nine months ended
	September 25, 2016			September 27, 2015			September 25, 2016			September 27, 2015
Pension and SERPA Benefits
Service cost	$	8,359		$	10,010		$	25,077		$	30,030
Interest cost	22,707			21,836			68,121			65,508
Expected return on plan assets	(36,445		)	(36,232		)	(109,335		)	(108,696		)
Amortization of unrecognized:
Prior service cost	255			109			765			327
Net loss	11,588			13,678			34,764			41,031
Settlement loss	300			—			900			—
Net periodic benefit cost	$	6,764		$	9,401		$	20,292		$	28,200
Postretirement Healthcare Benefits
Service cost	$	1,870		$	2,065		$	5,610		$	6,195
Interest cost	3,704			3,541			11,112			10,623
Expected return on plan assets	(3,017		)	(2,877		)	(9,051		)	(8,631		)
Amortization of unrecognized:
Prior service credit	(701		)	(804		)	(2,103		)	(2,412		)
Net loss	884			993			2,652			2,979
Net periodic benefit cost	$	2,740		$	2,918		$	8,220		$	8,754

During the first nine months of 2016, the Company voluntarily contributed $25.0 million in cash to further fund its qualified pension plan. There are no required or planned contributions to the qualified pension plan for the remainder of 2016. The Company expects it will continue to make ongoing benefit payments under the SERPA and postretirement healthcare plans.

17. Business Segments

Harley-Davidson, Inc. is the parent company for the groups of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). The Company operates in two segments: the Motorcycles & Related Products (Motorcycles) segment and the Financial Services segment. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations. Selected segment information is set forth below (in thousands):



	Three months ended				Nine months ended
	September 25, 2016		September 27, 2015		September 25, 2016		September 27, 2015
Motorcycles net revenue	$	1,091,630	$	1,140,321	$	4,338,353	$	4,301,674
Gross profit	367,019		394,039		1,564,857		1,631,528
Selling, administrative and engineering expense	258,090		250,974		800,722		762,406
Operating income from Motorcycles	108,929		143,065		764,135		869,122
Financial Services revenue	183,183		177,109		547,505		513,093
Financial Services expense	113,736		104,338		332,114		293,745
Operating income from Financial Services	69,447		72,771		215,391		219,348
Operating income	$	178,376	$	215,836	$	979,526	$	1,088,470

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18. Commitments and Contingencies

The Company is subject to lawsuits and other claims related to environmental, product and other matters. In determining required reserves related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The required reserves are monitored on an ongoing basis and are updated based on new developments or new information in each matter.

Environmental Protection Agency Notice:

In December 2009, the Company received formal, written requests for information from the United States Environmental Protection Agency (EPA) regarding: (i) certificates of conformity for motorcycle emissions and related designations and labels, (ii) aftermarket parts, and (iii) warranty claims on emissions related components. The Company promptly submitted written responses to the EPA’s inquiry and has engaged in discussions with the EPA. Since that time, the EPA delivered various additional requests for information to which the Company has responded. More recently, in August 2016, the Company entered into a consent decree with the EPA regarding these issues (the “Settlement”). In the Settlement the Company agreed to, among other things, pay a fine, fund a three-year emissions mitigation project, and not sell tuning products unless they are approved by the EPA or California Air Resources Board. The Company anticipates the EPA will move the court to finalize the Settlement in November 2016. The Company has a reserve associated with this matter which is included in accrued liabilities in the Consolidated Balance Sheet, and as a result, if it is finalized, the Settlement would not have a material adverse effect on the Company's financial condition or results of operations. The Settlement is not final until it is approved by the court, and if it is not approved by the court, the Company cannot reasonably estimate the impact of any remedies the EPA might seek beyond the Company's current reserve for this matter.

York Environmental Matters:

The Company is involved with government agencies and groups of potentially responsible parties in various environmental matters, including a matter involving the cleanup of soil and groundwater contamination at its York, Pennsylvania facility. The York facility was formerly used by the U.S. Navy and AMF prior to the purchase of the York facility by the Company from AMF in 1981. Although the Company is not certain as to the full extent of the environmental contamination at the York facility, it has been working with the Pennsylvania Department of Environmental Protection (PADEP) since 1986 in undertaking environmental investigation and remediation activities, including a site-wide remedial investigation/feasibility study (RI/FS). In January 1995, the Company entered into a settlement agreement (the Agreement) with the Navy, and the parties amended the Agreement in 2013 to address ordnance and explosive waste.

The Agreement calls for the Navy and the Company to contribute amounts into a trust equal to 53% and 47%, respectively, of costs associated with environmental investigation and remediation activities at the York facility (Response Costs). The trust administers the payment of the Response Costs incurred at the York facility as covered by the Agreement.

The Company has a reserve for its estimate of its share of the future Response Costs at the York facility which is included in accrued liabilities in the Consolidated Balance Sheets. While much of the work on the RI/FS is complete, it is still under agency review and given the uncertainty that exists concerning the nature and scope of additional environmental investigation and remediation that may ultimately be required under the RI/FS that is finally approved or otherwise at the York facility, the Company is unable to make a reasonable estimate of those additional costs, if any, that may result.

The estimate of the Company's future Response Costs that will be incurred at the York facility is based on reports of independent environmental consultants retained by the Company, the actual costs incurred to date and the estimated costs to complete the necessary investigation and remediation activities.

Product Liability Matters:

The Company is involved in product liability suits related to the operation of its business. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated. The Company also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and that product liability suits will not have a material adverse effect on the Company’s consolidated financial statements.

National Highway Traffic Safety Administration Matters:

In July 2016, the National Highway Traffic Safety Administration (NHTSA) announced that it will investigate certain of the Company's model-year 2008-2011 motorcycles equipped with anti-lock braking systems (ABS). NHTSA’s investigation is in response to rider complaints related to brake failures. NHTSA noted that Harley-Davidson has a two-year brake fluid replacement interval that owners either are unaware of or ignore. The Company does not believe that a loss related to this matter is probable and no reserve has been established. However, it is possible that the outcome of NHTSA’s investigation

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could result in future costs to the Company. Given the uncertainty that still exists concerning the resolution of this matter, the Company cannot reasonably estimate these possible future costs, if any.

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19. Supplemental Consolidating Data

The supplemental consolidating data for the periods noted is presented for informational purposes. The supplemental consolidating data may be different than segment information presented elsewhere due to the allocation of intercompany eliminations to reporting segments. All supplemental data is presented in thousands.



	Three months ended September 25, 2016
	HDMC Entities		HDFS Entities		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	1,094,148	$	—	$	(2,518	)	$	1,091,630
Financial Services	—		183,706		(523		)	183,183
Total revenue	1,094,148		183,706		(3,041		)	1,274,813
Costs and expenses:
Motorcycles and Related Products cost of goods sold	724,611		—		—			724,611
Financial Services interest expense	—		42,573		—			42,573
Financial Services provision for credit losses	—		36,543		—			36,543
Selling, administrative and engineering expense	258,541		37,139		(2,970		)	292,710
Total costs and expenses	983,152		116,255		(2,970		)	1,096,437
Operating income	110,996		67,451		(71		)	178,376
Investment income	2,300		—		—			2,300
Interest expense	7,706		—		—			7,706
Income before provision for income taxes	105,590		67,451		(71		)	172,970
Provision for income taxes	33,895		25,010		—			58,905
Net income	$	71,695	$	42,441	$	(71	)	$	114,065
	Nine months ended September 25, 2016
	HDMC Entities		HDFS Entities		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	4,346,166	$	—	$	(7,813	)	$	4,338,353
Financial Services	—		549,162		(1,657		)	547,505
Total revenue	4,346,166		549,162		(9,470		)	4,885,858
Costs and expenses:
Motorcycles and Related Products cost of goods sold	2,773,496		—		—			2,773,496
Financial Services interest expense	—		131,387		—			131,387
Financial Services provision for credit losses	—		97,127		—			97,127
Selling, administrative and engineering expense	802,139		111,414		(9,231		)	904,322
Total costs and expenses	3,575,635		339,928		(9,231		)	3,906,332
Operating income	770,531		209,234		(239		)	979,526
Investment income	186,754		—		(183,000		)	3,754
Interest expense	21,968		—		—			21,968
Income before provision for income taxes	935,317		209,234		(183,239		)	961,312
Provision for income taxes	238,256		78,071		—			316,327
Net income	$	697,061	$	131,163	$	(183,239	)	$	644,985

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	Three months ended September 27, 2015
	HDMC Entities		HDFS Entities		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	1,142,948	$	—	$	(2,627	)	$	1,140,321
Financial Services	—		177,487		(378		)	177,109
Total revenue	1,142,948		177,487		(3,005		)	1,317,430
Costs and expenses:
Motorcycles and Related Products cost of goods sold	746,282		—		—			746,282
Financial Services interest expense	—		41,214		—			41,214
Financial Services provision for credit losses	—		27,233		—			27,233
Selling, administrative and engineering expense	251,352		38,518		(3,005		)	286,865
Total costs and expenses	997,634		106,965		(3,005		)	1,101,594
Operating income	145,314		70,522		—			215,836
Investment income	3,211		—		—			3,211
Interest expense	4,879		—		—			4,879
Income before provision for income taxes	143,646		70,522		—			214,168
Provision for income taxes	47,703		26,118		—			73,821
Net income	$	95,943	$	44,404	$	—		$	140,347
	Nine months ended September 27, 2015
	HDMC Entities		HDFS Entities		Eliminations			Consolidated
Revenue:
Motorcycles and Related Products	$	4,309,589	$	—	$	(7,915	)	$	4,301,674
Financial Services	—		514,324		(1,231		)	513,093
Total revenue	4,309,589		514,324		(9,146		)	4,814,767
Costs and expenses:
Motorcycles and Related Products cost of goods sold	2,670,146		—		—			2,670,146
Financial Services interest expense	—		120,938		—			120,938
Financial Services provision for credit losses	—		68,655		—			68,655
Selling, administrative and engineering expense	763,637		112,067		(9,146		)	866,558
Total costs and expenses	3,433,783		301,660		(9,146		)	3,726,297
Operating income	875,806		212,664		—			1,088,470
Investment income	105,983		—		(100,000		)	5,983
Interest expense	4,897		—		—			4,897
Income before provision for income taxes	976,892		212,664		(100,000		)	1,089,556
Provision for income taxes	303,852		75,693		—			379,545
Net income	$	673,040	$	136,971	$	(100,000	)	$	710,011

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	September 25, 2016
	HDMC Entities		HDFS Entities		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	438,875	$	351,409	$	—		$	790,284
Marketable securities	5,038		—		—			5,038
Accounts receivable, net	751,770		—		(405,594		)	346,176
Finance receivables, net	—		2,205,644		—			2,205,644
Inventories	426,547		—		—			426,547
Restricted cash	—		65,088		—			65,088
Deferred income taxes	61,611		61,998		—			123,609
Other current assets	110,060		41,305		(11,407		)	139,958
Total current assets	1,793,901		2,725,444		(417,001		)	4,102,344
Finance receivables, net	—		4,944,322		—			4,944,322
Property, plant and equipment, net	917,984		36,491		—			954,475
Goodwill	54,663		—		—			54,663
Deferred income taxes	73,639		9,066		(1,874		)	80,831
Other long-term assets	133,441		24,605		(82,455		)	75,591
	$	2,973,628	$	7,739,928	$	(501,330	)	$	10,212,226
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	268,945	$	428,243	$	(405,594	)	$	291,594
Accrued liabilities	419,675		98,268		(11,410		)	506,533
Short-term debt	—		1,055,428		—			1,055,428
Current portion of long-term debt, net	—		700,152		—			700,152
Total current liabilities	688,620		2,282,091		(417,004		)	2,553,707
Long-term debt, net	741,144		4,429,465		—			5,170,609
Pension liability	120,494		—		—			120,494
Postretirement healthcare benefits	182,825		—		—			182,825
Other long-term liabilities	160,784		28,425		3,014			192,223
Shareholders’ equity	1,079,761		999,947		(87,340		)	1,992,368
	$	2,973,628	$	7,739,928	$	(501,330	)	$	10,212,226

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	December 31, 2015
	HDMC Entities		HDFS Entities		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	400,443	$	321,766	$	—		$	722,209
Marketable securities	45,192		—		—			45,192
Accounts receivable, net	390,799		—		(143,394		)	247,405
Finance receivables, net	—		2,053,582		—			2,053,582
Inventories	585,907		—		—			585,907
Restricted cash	—		88,267		—			88,267
Deferred income taxes	56,319		46,450		—			102,769
Other current assets	90,824		43,807		(2,079		)	132,552
Total current assets	1,569,484		2,553,872		(145,473		)	3,977,883
Finance receivables, net	—		4,814,571		—			4,814,571
Property, plant and equipment, net	906,972		35,446		—			942,418
Goodwill	54,182		—		—			54,182
Deferred income taxes	86,075		15,681		(2,142		)	99,614
Other long-term assets	133,753		31,158		(80,602		)	84,309
	$	2,750,466	$	7,450,728	$	(228,217	)	$	9,972,977
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	220,050	$	158,958	$	(143,394	)	$	235,614
Accrued liabilities	387,137		89,048		(4,221		)	471,964
Short-term debt	—		1,201,380		—			1,201,380
Current portion of long-term debt, net	—		838,349		—			838,349
Total current liabilities	607,187		2,287,735		(147,615		)	2,747,307
Long-term debt, net	740,653		4,091,816		—			4,832,469
Pension liability	164,888		—		—			164,888
Postretirement healthcare benefits	193,659		—		—			193,659
Other long-term liabilities	166,440		28,560		—			195,000
Shareholders’ equity	877,639		1,042,617		(80,602		)	1,839,654
	$	2,750,466	$	7,450,728	$	(228,217	)	$	9,972,977

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	September 27, 2015
	HDMC Entities		HDFS Entities		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	963,360	$	405,194	$	—		$	1,368,554
Marketable securities	47,358		—		—			47,358
Accounts receivable, net	725,828		—		(431,774		)	294,054
Finance receivables, net	—		2,068,873		—			2,068,873
Inventories	466,657		—		—			466,657
Restricted cash	—		113,499		—			113,499
Deferred income taxes	53,218		47,340		—			100,558
Other current assets	121,953		37,893		(9,179		)	150,667
Total current assets	2,378,374		2,672,799		(440,953		)	4,610,220
Finance receivables, net	—		5,009,473		—			5,009,473
Property, plant and equipment, net	845,297		32,490		—			877,787
Goodwill	54,267		—		—			54,267
Deferred income taxes	59,649		14,232		(1,929		)	71,952
Other long-term assets	135,766		32,522		(79,953		)	88,335
	$	3,473,353	$	7,761,516	$	(522,835	)	$	10,712,034
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	290,154	$	458,514	$	(431,774	)	$	316,894
Accrued liabilities	382,292		93,168		(11,108		)	464,352
Short-term debt	—		990,049		—			990,049
Current portion of long-term debt, net	—		885,889		—			885,889
Total current liabilities	672,446		2,427,620		(442,882		)	2,657,184
Long-term debt, net	741,057		4,299,587		—			5,040,644
Pension liability	61,458		—		—			61,458
Postretirement healthcare benefits	193,406		—		—			193,406
Other long-term liabilities	172,038		27,631		—			199,669
Shareholders’ equity	1,632,948		1,006,678		(79,953		)	2,559,673
	$	3,473,353	$	7,761,516	$	(522,835	)	$	10,712,034

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	Nine months ended September 25, 2016
	HDMC Entities			HDFS Entities			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	697,061		$	131,163		$	(183,239	)	$	644,985
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization of intangibles	148,851			5,714			—			154,565
Amortization of deferred loan origination costs	—			65,445			—			65,445
Amortization of financing origination fees	491			6,721			—			7,212
Provision for employee long-term benefits	27,608			—			—			27,608
Employee benefit plan contributions and payments	(47,658		)	—			—			(47,658		)
Stock compensation expense	23,056			1,853			—			24,909
Net change in wholesale finance receivables related to sales	—			—			(169,599		)	(169,599		)
Provision for credit losses	—			97,127			—			97,127
Gain on off-balance sheet securitization	—			(9,269		)	—			(9,269		)
Loss on debt extinguishment	—			118			—			118
Pension plan settlement expense	900			—			—			900
Deferred income taxes	(574		)	(10,419		)	(268		)	(11,261		)
Foreign currency adjustments	(11,741		)	—			—			(11,741		)
Other, net	(12,416		)	648			239			(11,529		)
Change in current assets and current liabilities:
Accounts receivable, net	(348,996		)	—			262,200			(86,796		)
Finance receivables—accrued interest and other	—			364			—			364
Inventories	173,975			—			—			173,975
Accounts payable and accrued liabilities	74,269			277,142			(254,221		)	97,190
Derivative instruments	(1,992		)	—			—			(1,992		)
Other	(18,924		)	2,180			—			(16,744		)
Total adjustments	6,849			437,624			(161,649		)	282,824
Net cash provided by operating activities	703,910			568,787			(344,888		)	927,809

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	Nine months ended September 25, 2016
	HDMC Entities			HDFS Entities			Eliminations			Consolidated
Cash flows from investing activities:
Capital expenditures	(155,967		)	(6,759		)	—			(162,726		)
Origination of finance receivables	—			(6,297,040		)	3,287,561			(3,009,479		)
Collections of finance receivables	—			5,566,139			(3,125,673		)	2,440,466
Proceeds from finance receivables sold	—			312,571			—			312,571
Sales and redemptions of marketable securities	40,014			—			—			40,014
Other	251			—			—			251
Net cash used by investing activities	(115,702		)	(425,089		)	161,888			(378,903		)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes	—			1,193,396			—			1,193,396
Repayments of medium-term notes	—			(451,336		)	—			(451,336		)
Repayments of securitization debt	—			(535,616		)	—			(535,616		)
Net decrease in credit facilities and unsecured commercial paper	—			(146,328		)	—			(146,328		)
Borrowings of asset-backed commercial paper	—			33,428			—			33,428
Repayments of asset-backed commercial paper	—			(55,170		)	—			(55,170		)
Net change in restricted cash	—			30,981			—			30,981
Dividends paid	(190,387		)	(183,000		)	183,000			(190,387		)
Purchase of common stock for treasury	(374,234		)	—			—			(374,234		)
Excess tax benefits from share-based payments	1,291			—			—			1,291
Issuance of common stock under employee stock option plans	6,444			—			—			6,444
Net cash used by financing activities	(556,886		)	(113,645		)	183,000			(487,531		)
Effect of exchange rate changes on cash and cash equivalents	7,110			(410		)	—			6,700
Net increase in cash and cash equivalents	$	38,432		$	29,643		$	—		$	68,075
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	400,443		$	321,766		$	—		$	722,209
Net increase in cash and cash equivalents	38,432			29,643			—			68,075
Cash and cash equivalents—end of period	$	438,875		$	351,409		$	—		$	790,284

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	Nine months ended September 27, 2015
	HDMC Entities			HDFS Entities			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	673,040		$	136,971		$	(100,000	)	$	710,011
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization of intangibles	135,232			6,792			—			142,024
Amortization of deferred loan origination costs	—			71,012			—			71,012
Amortization of financing origination fees	107			7,224			—			7,331
Provision for employee long-term benefits	36,954			—			—			36,954
Employee benefit plan contributions and payments	(19,358		)	—			—			(19,358		)
Stock compensation expense	21,723			2,009			—			23,732
Net change in wholesale finance receivables related to sales	—			—			(157,532		)	(157,532		)
Provision for credit losses	—			68,655			—			68,655
Deferred income taxes	2,951			(12,223		)	—			(9,272		)
Foreign currency adjustments	22,010			—			—			22,010
Other, net	3,778			1,222			—			5,000
Change in current assets and current liabilities:
Accounts receivable, net	(331,347		)	—			270,660			(60,687		)
Finance receivables—accrued interest and other	—			(98		)	—			(98		)
Inventories	(36,109		)	—			—			(36,109		)
Accounts payable and accrued liabilities	141,577			319,734			(250,266		)	211,045
Derivative instruments	(6,734		)	—			—			(6,734		)
Other	11,293			1,680			—			12,973
Total adjustments	(17,923		)	466,007			(137,138		)	310,946
Net cash provided by operating activities	655,117			602,978			(237,138		)	1,020,957

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	Nine months ended September 27, 2015
	HDMC Entities			HDFS Entities			Eliminations			Consolidated
Cash flows from investing activities:
Capital expenditures	(134,164		)	(4,890		)	—			(139,054		)
Origination of finance receivables	—			(6,512,799		)	3,399,972			(3,112,827		)
Collections of finance receivables	—			5,656,189			(3,262,834		)	2,393,355
Sales and redemptions of marketable securities	9,500			—			—			9,500
Acquisition of business	(59,910		)	—			—			(59,910		)
Other	5,172			—			—			5,172
Net cash used by investing activities	(179,402		)	(861,500		)	137,138			(903,764		)
Cash flows from financing activities:
Proceeds from issuance of senior unsecured notes	740,949			—			—			740,949
Proceeds from issuance of medium-term notes	—			595,386			—			595,386
Repayments of medium-term notes	—			(600,000		)	—			(600,000		)
Intercompany borrowing activity	250,000			(250,000		)	—			—
Proceeds from securitization debt	—			1,195,668			—			1,195,668
Repayments of securitization debt	—			(764,909		)	—			(764,909		)
Net increase in credit facilities and unsecured commercial paper	—			258,734			—			258,734
Borrowings of asset-backed commercial paper	—			69,191			—			69,191
Repayments of asset-backed commercial paper	—			(55,124		)	—			(55,124		)
Net change in restricted cash	—			(15,165		)	—			(15,165		)
Dividends paid	(191,451		)	(100,000		)	100,000			(191,451		)
Purchase of common stock for treasury	(894,565		)	—			—			(894,565		)
Excess tax benefits from share-based payments	2,878			—			—			2,878
Issuance of common stock under employee stock option plans	16,755			—			—			16,755
Net cash (used by) provided by financing activities	(75,434		)	333,781			100,000			358,347
Effect of exchange rate changes on cash and cash equivalents	(10,816		)	(2,850		)	—			(13,666		)
Net increase in cash and cash equivalents	$	389,465		$	72,409		$	—		$	461,874
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	573,895		$	332,785		$	—		$	906,680
Net increase in cash and cash equivalents	389,465			72,409			—			461,874
Cash and cash equivalents—end of period	$	963,360		$	405,194		$	—		$	1,368,554

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

Harley-Davidson, Inc. is the parent company of the groups of companies doing business as Harley-Davidson Motor Company (HDMC) and Harley-Davidson Financial Services (HDFS). Unless the context otherwise requires, all references to the "Company" include Harley-Davidson, Inc. and all its subsidiaries. The Company operates in two business segments: Motorcycles & Related Products (Motorcycles) and Financial Services. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.

The Motorcycles segment consists of HDMC which designs, manufactures and sells at wholesale on-road Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services. The Company's products are sold to retail customers through a network of independent dealers. The Company conducts business on a global basis, with sales in the following regions: Americas, Europe/Middle East/Africa (EMEA) and Asia-Pacific.

The Financial Services segment consists of HDFS which primarily provides wholesale and retail financing and insurance-related programs to Harley-Davidson dealers and their retail customers. HDFS conducts business principally in the United States and Canada.

The “% Change” figures included in the “Results of Operations” section were calculated using unrounded dollar amounts and may differ from calculations using the rounded dollar amounts presented.

Overview

The Company’s net income was $114.1 million, or $0.64 per diluted share, for the third quarter of 2016 compared to $140.3 million, or $0.69 per diluted share, in the third quarter of 2015. Operating income from Motorcycles decreased $34.1 million or 23.9% compared to last year’s third quarter due primarily to lower motorcycle shipments and higher manufacturing costs. Operating income from Financial Services in the third quarter of 2016 was $69.4 million, down 4.6% compared to $72.8 million in the year-ago quarter.

Worldwide retail sales of new Harley-Davidson motorcycles were down 4.5% compared to the third quarter of 2015. During the third quarter of 2016, independent dealer retail sales of new Harley-Davidson motorcycles were 7.1% lower in the U.S. behind weak industry sales while retail sales in international markets were up 1.0% compared to the prior year third quarter.


(1)	Note Regarding Forward-Looking Statements

The Company intends that certain matters discussed in this report are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by reference to this footnote or because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” or “estimates” or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this report. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this report, including under the caption “Cautionary Statements” and in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in the Overview and Outlook section are only made as of October 18, 2016 and the remaining forward looking statements in this report are only made as of the date of the filing of this report (November 3, 2016) and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

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Outlook⁽¹⁾

On October 18, 2016, the Company provided the following information concerning its expectations for the remainder of 2016:

The Company continues to expect to ship 264,000 to 269,000 Harley-Davidson motorcycles to dealers in 2016, approximately down 1% to up 1% compared to 2015. In addition, the Company announced that its full-year shipment estimate included expected shipments of 44,200 to 49,200 motorcycles in the fourth quarter of 2016 compared to 48,149 motorcycles shipped in the fourth quarter of 2015 which is approximately down 8% to up 2%. These expectations reflect that the Company is encouraged by the momentum experienced in the U.S. in September, when new model-year 2017 motorcycles drove an increase in retail sales of approximately 5% and an increase in market share in the U.S. for 601+cc motorcycles of more than 3 percentage points. The Company expects worldwide year-over-year retail sales results in the fourth quarter of 2016 to be impacted by:

•Significant demand for products featuring the Milwaukee-Eight™ engine

•The Company's increase in demand-driving investments

•Expansion of its international dealer network

•Last year's U.S. industry decline of 3.8%

The Company continues to expect 2016 full-year operating margin percent for the Motorcycles segment to be between 15% and 16% compared to 16.5% in 2015.

The Company continues to expect gross margin to be down in 2016 compared to 2015; however, it expects manufacturing costs to be favorable in the fourth quarter of 2016 compared to the prior year quarter as the Company returns to normal operations. The Company had experienced unfavorable manufacturing costs in the first three quarters of 2016 compared to the first three quarters of 2015 due in part to start-up costs associated with the implementation of its ERP system at its Kansas City manufacturing facility and the new Milwaukee-Eight™ engine introduced with the model-year 2017 Touring motorcycles.

The impact of foreign currency on gross profit during the fourth quarter will depend on future exchange rates. If foreign currency rates experienced recently remained constant throughout the remainder of 2016, the Company estimates the impact to gross profit in the fourth quarter would not be significant.

As a result of slower industry growth that the Company continues to experience in the U.S., it announced that it will streamline its operations in the fourth quarter of 2016. The Company expects a fourth quarter 2016 charge of approximately $20 million to $25 million, primarily for employee separation and other reorganization costs. Including the reorganization costs, the Company continues to expect full-year selling, administrative and engineering expenses to be flat to up modestly from 2015. The Company now expects full-year selling, administrative and engineering expenses to be largely flat as a percent of revenue. The Company had previously expected full-year selling, administrative and engineering expenses to be lower as a percent of revenue. The Company expects its streamlining activities will result in savings of approximately $30 million to $35 million in 2017.

The Company continues to expect operating income for the Financial Services segment to be down modestly in 2016 as compared to 2015 as a result of a higher provision for credit losses and increased borrowing costs, partially offset by higher revenues.

The Company continues to estimate capital expenditures for 2016 to be between $255 million and $275 million. The Company anticipates it will have the ability to fund all capital expenditures in 2016 with cash flows generated by operations.

The Company continues to expect its full-year 2016 effective income tax rate will be approximately 33%. The 2015 effective tax rate was 34.6%.

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Results of Operations for the Three Months Ended September 25, 2016

Compared to the Three Months Ended September 27, 2015

Consolidated Results



	Three months ended
(in thousands, except earnings per share)	September 25, 2016		September 27, 2015		(Decrease) Increase			% Change
Operating income from Motorcycles & Related Products	$	108,929	$	143,065	$	(34,136	)	(23.9	)%
Operating income from Financial Services	69,447		72,771		(3,324		)	(4.6	)
Operating income	178,376		215,836		(37,460		)	(17.4	)
Investment income	2,300		3,211		(911		)	(28.4	)
Interest expense	7,706		4,879		2,827			57.9
Income before income taxes	172,970		214,168		(41,198		)	(19.2	)
Provision for income taxes	58,905		73,821		(14,916		)	(20.2	)
Net income	$	114,065	$	140,347	$	(26,282	)	(18.7	)%
Diluted earnings per share	$	0.64	$	0.69	$	(0.05	)	(7.2	)%

Consolidated operating income was down 17.4% in the third quarter of 2016 primarily due to a decrease in operating income from the Motorcycles segment which declined by $34.1 million, or 23.9%, compared to the third quarter of 2015. Operating income from the Financial Services segment decreased $3.3 million, or 4.6%, compared to the third quarter of 2015. Please refer to the “Motorcycles and Related Products Segment” and “Financial Services Segment” discussions following for a more detailed discussion of the factors affecting operating income.

Corporate interest expense was $2.8 million higher in the third quarter of 2016 compared to the third quarter of 2015 due to the issuance of debt on July 28, 2015. The Company issued $750.0 million of senior unsecured notes in the third quarter of 2015 and utilized the proceeds to fund the purchase of its common stock in the third and fourth quarters of 2015.

The effective income tax rate for the third quarter of 2016 was 34.1% compared to 34.5% for the third quarter of 2015.

Diluted earnings per share were $0.64 in the third quarter of 2016, down 7.2% from the same period in the prior year. Diluted earnings per share were adversely impacted by the 18.7% decrease in net income, but benefited from lower diluted weighted average shares outstanding. Diluted weighted average shares outstanding decreased from 204.6 million in the third quarter of 2015 to 179.3 million in the third quarter of 2016, driven by the Company's repurchases of common stock. Please refer to "Liquidity and Capital Resources" for additional information concerning the Company's share repurchase activity.

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Harley-Davidson Motorcycle Worldwide Retail Sales^(a)

The following table includes retail unit sales of Harley-Davidson motorcycles:



	Three months ended
	September 30, 2016	September 30, 2015	(Decrease) Increase		% Change
Americas Region
United States	45,469	48,918	(3,449	)	(7.1	)%
Canada	2,663	2,554	109		4.3	%
Latin America	2,605	2,818	(213	)	(7.6	)%
Total Americas Region	50,737	54,290	(3,553	)	(6.5	)%
Europe, Middle East and Africa Region (EMEA)
Europe^(b)	8,807	8,441	366		4.3	%
Other	1,417	1,590	(173	)	(10.9	)%
Total EMEA Region	10,224	10,031	193		1.9	%
Asia Pacific Region
Japan	2,762	2,642	120		4.5	%
Other	5,232	5,215	17		0.3	%
Total Asia Pacific Region	7,994	7,857	137		1.7	%
Total Worldwide Retail Sales	68,955	72,178	(3,223	)	(4.5	)%
Total International Retail Sales	23,486	23,260	226		1.0	%

Worldwide independent dealer retail sales of Harley-Davidson motorcycles during the third quarter of 2016 decreased 4.5% compared to the third quarter of 2015. Retail sales of Harley-Davidson motorcycles decreased 7.1% in the United States and increased 1.0% internationally in the third quarter of 2016. The Company believes its investments to drive demand are mitigating the effects of the intense global competitive environment, including the expanded price gaps to the competition in the U.S. and the impact of new product introductions. This was evidenced by the very positive response the Company received to its model-year 2017 Touring motorcycles featuring its new Milwaukee-Eight™ engine. The new model-year 2017 motorcycles drove significantly improved U.S. retail sales and market share in September as well as positive retail momentum in the EMEA region. In the Asia Pacific region, the initial customer response was also encouraging as the 2017 models only began arriving in that region at the end of the third quarter.

The Company's U.S. retail sales decreased by 7.1% in the third quarter of 2016 on weak industry results. U.S. industry registrations of 601+cc motorcycles in the third quarter of 2016 decreased 6.3%. The Company believes the decrease was due to strong prior year industry growth driven by aggressive competitive discounting, weak sales in oil-dependent areas and lower year-over-year used motorcycle values across the industry.

The Company's U.S. market share of 601+cc motorcycles for the third quarter of 2016 was 52.3%, essentially flat compared to the same period last year (Source: Motorcycle Industry Council). The Company believes its third quarter market share stability was driven by its demand driving investments and a strong reception to its new model-year 2017 motorcycles.

In the EMEA region, retail sales of Harley-Davidson motorcycles in the third quarter of 2016 increased 1.9% compared to the prior year due in part to a positive reception to the Company's new model-year 2017 motorcycles.

Third quarter 2016 retail sales in the Asia Pacific region were up 1.7% compared to the third quarter of 2015 driven by growth in Japan and Australia. The Company believes growth in the Asia Pacific region will continue in the fourth quarter of 2016 due to the improving availability of its model-year 2017 motorcycles, the planned opening of 11 new dealerships, and the reopening of several dealerships in Indonesia that were exited at the beginning of 2016.⁽¹⁾

Latin America retail sales were down 7.6% in the third quarter of 2016 compared to the prior year as a result of lower retail sales in Brazil. The Company believes retail sales in the Brazil market continued to be impacted by a slowing economy, consumer uncertainty and aggressive price competition. In response to the nearly 50% devaluation of the Brazilian Real in

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2015, the Company raised prices for model-year 2016 motorcycles by approximately 23% to improve its profitability per motorcycle.

Retail sales in Canada were 4.3% higher in the third quarter of 2016 compared to the third quarter of 2015.

In support of the Company's strategic focus on increasing brand access, it plans to continue to expand its international distribution. The Company added nine new international dealerships in the third quarter of 2016 and it expects to add another 16 new dealers, including the 11 new dealerships in the Asia Pacific region discussed above, in the fourth quarter of 2016.⁽¹⁾


(a)	Data source for retail sales figures shown above is new sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales and this information is subject to revision.


(b)	Includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

Motorcycles & Related Products Segment

Motorcycle Unit Shipments

The following table includes wholesale motorcycle unit shipments for the Motorcycles segment:



	Three months ended
	September 25, 2016			September 27, 2015			Unit		Unit
	Units	Mix %		Units	Mix %		(Decrease) Increase		% Change
United States	26,269	54.0	%	30,092	56.3	%	(3,823	)	(12.7	)%
International	22,342	46.0	%	23,380	43.7	%	(1,038	)	(4.4	)
Harley-Davidson motorcycle units	48,611	100.0	%	53,472	100.0	%	(4,861	)	(9.1	)%
Touring motorcycle units	23,295	47.9	%	21,994	41.1	%	1,301		5.9	%
Cruiser motorcycle units	13,986	28.8	%	18,405	34.4	%	(4,419	)	(24.0	)
Sportster^® / Street motorcycle units	11,330	23.3	%	13,073	24.5	%	(1,743	)	(13.3	)
Harley-Davidson motorcycle units	48,611	100.0	%	53,472	100.0	%	(4,861	)	(9.1	)%

The Company shipped 48,611 Harley-Davidson motorcycles worldwide during the third quarter of 2016, which was 9.1% lower than the third quarter of 2015 and in line with the Company's expectations.

Shipments of Touring motorcycles as a percentage of total shipments increased in the third quarter of 2016 compared to the prior year while shipments of Cruiser and Sportster^®/ Street motorcycles as a percentage of total shipments decreased. The higher shipment mix of Touring motorcycles reflects the Company's investment in new 2017 Touring motorcycles featuring the Milwaukee-Eight™ engine.

U.S. dealer retail inventory of Harley-Davidson motorcycles was higher at the end of the third quarter of 2016 compared to the third quarter of 2015. The increase was driven by lower than expected retail sales and the initial dealer fill of model-year 2017 motorcycles. The Company is committed to its strategy to manage supply in line with demand, and it plans to reduce production in the fourth quarter of 2016 in support of its expectation for 2016 year-end U.S. retail inventory to be in line with the prior year.⁽¹⁾The Company does expect retail inventory growth in its international markets as it plans to add a total of 36 new international dealerships in 2016.⁽¹⁾

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Segment Results

The following table includes the condensed statements of operations for the Motorcycles segment (in thousands):



	Three months ended
	September 25, 2016		September 27, 2015		(Decrease) Increase			% Change
Revenue:
Motorcycles	$	788,856	$	812,398	$	(23,542	)	(2.9	)%
Parts & Accessories	231,279		252,226		(20,947		)	(8.3	)
General Merchandise	65,289		69,008		(3,719		)	(5.4	)
Other	6,206		6,689		(483		)	(7.2	)
Total revenue	1,091,630		1,140,321		(48,691		)	(4.3	)
Cost of goods sold	724,611		746,282		(21,671		)	(2.9	)
Gross profit	367,019		394,039		(27,020		)	(6.9	)
Selling & administrative expense	217,946		212,278		5,668			2.7
Engineering expense	40,144		38,696		1,448			3.7
Operating expense	258,090		250,974		7,116			2.8
Operating income from Motorcycles	$	108,929	$	143,065	$	(34,136	)	(23.9	)%

The following table includes the estimated impact of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the third quarter of 2015 to the third quarter of 2016 (in millions):



	Net Revenue			Cost of Goods Sold			Gross Profit
Three months ended September 27, 2015	$	1,140.3		$	746.3		$	394.0
Volume	(96.3		)	(61.1		)	(35.2		)
Price, net of related cost	23.3			9.2			14.1
Foreign currency exchange rates and hedging	8.5			7.7			0.8
Shipment mix	15.8			6.2			9.6
Raw material prices	—			(2.4		)	2.4
Manufacturing and other costs	—			18.7			(18.7		)
Total	(48.7		)	(21.7		)	(27.0		)
Three months ended September 25, 2016	$	1,091.6		$	724.6		$	367.0

The following factors affected the comparability of net revenue, cost of goods sold and gross profit from the third quarter of 2015 to the third quarter of 2016:


•	Volume decreases were driven by lower wholesale motorcycle shipments in the third quarter of 2016.

•

On average, wholesale prices for the Company’s model-year 2016 and 2017 motorcycles are higher than the prior model-years resulting in the favorable impact on revenue during the period. The impact of revenue favorability on gross profit was partially offset by increases in cost related to additional content. Wholesale and MSRP weighted average prices of the Company's model-year 2017 motorcycles increased by approximately 2.25%. After adjusting for the cost of new content and based on assumptions regarding mix, the Company expects pricing net of cost to be up approximately 1.25 percentage points expressed as a percent of revenue.


•	Gross profit was positively impacted by foreign currency due to higher revenues behind a slightly weaker U.S. dollar in the current quarter.


•	Shipment mix changes positively impacted gross profit. A stronger mix of model-year 2017 Touring motorcycles that feature the Milwaukee-Eight™ engine led to mix favorability during the quarter.


•	Raw material prices were lower in the third quarter of 2016 relative to the third quarter of 2015.

•

As the Company expected, manufacturing costs in the third quarter of 2016 were negatively impacted by costs related to the implementation of the ERP system at the Company's Kansas City manufacturing facility and the launch of the new Milwaukee-Eight™ engine. The Company's fixed cost absorption was also unfavorable as a result of lower production in the third quarter of 2016 compared to the third quarter of 2015.

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The net increase in operating expense was primarily due to the Company's increased investments in marketing and product development to drive demand. As previously disclosed, the Company is significantly increasing its investments to drive demand. The Company now expects to increase its investments in customer-facing marketing and new product development by $60 million to $70 million in 2016.⁽¹⁾ These investments began in the first quarter and will continue throughout 2016 and consist of primarily selling, administrative and engineering expenses.⁽¹⁾

Financial Services Segment

Segment Results

The following table includes the condensed statements of operations for the Financial Services segment (in thousands):



	Three months ended
	September 25, 2016		September 27, 2015		Increase (Decrease)			% Change
Interest income	$	160,005	$	156,185	$	3,820		2.4	%
Other income	22,472		20,924		1,548			7.4
Securitization and servicing income	706		—		706			—
Financial Services revenue	183,183		177,109		6,074			3.4
Interest expense	42,573		41,214		1,359			3.3
Provision for credit losses	36,543		27,233		9,310			34.2
Operating expenses	34,620		35,891		(1,271		)	(3.5	)
Financial Services expense	113,736		104,338		9,398			9.0
Operating income from Financial Services	$	69,447	$	72,771	$	(3,324	)	(4.6	)%

Interest income for the third quarter of 2016 increased primarily due to higher average receivables and a higher yield on the retail finance receivables. Other income was slightly favorable on increased credit card licensing and international revenue.

Interest expense for the third quarter of 2016 increased due primarily to a higher cost of funds, partially offset by lower average outstanding debt.

The provision for credit losses increased $9.3 million in the third quarter of 2016 as compared to the third quarter of 2015. The retail motorcycle provision increased as a result of higher credit losses and an associated increase in the retail reserve rate. Credit losses were higher as a result of higher losses in oil-dependent areas, normalizing loan performance, and lower used motorcycle values at auction.

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



	Three months ended
	September 25, 2016			September 27, 2015
Balance, beginning of period	$	161,353		$	139,231
Provision for credit losses	36,543			27,233
Charge-offs	(35,749		)	(30,203		)
Recoveries	9,369			9,122
Balance, end of period	$	171,516		$	145,383

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Results of Operations for the Nine Months Ended September 25, 2016

Compared to the Nine Months Ended September 27, 2015

Consolidated Results



	Nine months ended
(in thousands, except earnings per share)	September 25, 2016		September 27, 2015		(Decrease) Increase			% Change
Operating income from Motorcycles & Related Products	$	764,135	$	869,122	$	(104,987	)	(12.1	)%
Operating income from Financial Services	215,391		219,348		(3,957		)	(1.8	)
Operating income	979,526		1,088,470		(108,944		)	(10.0	)
Investment income	3,754		5,983		(2,229		)	(37.3	)
Interest expense	21,968		4,897		17,071			NM
Income before income taxes	961,312		1,089,556		(128,244		)	(11.8	)
Provision for income taxes	316,327		379,545		(63,218		)	(16.7	)
Net income	$	644,985	$	710,011	$	(65,026	)	(9.2	)%
Diluted earnings per share	$	3.55	$	3.41	$	0.14		4.1	%

Consolidated operating income was down 10.0% in the first nine months of 2016 primarily driven by a decrease in operating income from the Motorcycles segment which declined by $105.0 million, or 12.1%, compared to the first nine months of 2015. Operating income from the Financial Services segment declined by $4.0 million in the first nine months of 2016 compared to the first nine months of 2015. Please refer to the “Motorcycles and Related Products Segment” and “Financial Services Segment” discussions following for a more detailed discussion of the factors affecting operating income.

Corporate interest expense was higher in the first nine months of 2016 compared to the first nine months of 2015 due to the issuance of debt in the third quarter of 2015. The Company issued $750.0 million of senior unsecured notes in the third quarter of 2015 and utilized the proceeds to fund the purchase of its common stock in the third and fourth quarters of 2015.

The effective income tax rate for the first nine months of 2016 was 32.9% compared to 34.8% for the first nine months of 2015. The 2016 income tax provision included discrete tax benefits following the closure of various tax audits during the second quarter of 2016.

Diluted earnings per share were $3.55 in the first nine months of 2016, up 4.1% from the same period in the prior year. Diluted earnings per share benefited from lower diluted weighted average shares outstanding. Diluted weighted average shares outstanding decreased from 208.3 million in the first nine months of 2015 to 181.6 million in the first nine months of 2016, driven by the Company's repurchases of common stock. Please refer to "Liquidity and Capital Resources" for additional information concerning the Company's share repurchase activity.

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Motorcycles Retail Sales and Registration Data

Worldwide Harley-Davidson Motorcycle Retail Sales^(a)

The following table includes retail unit sales of Harley-Davidson motorcycles:



	Nine months ended
	September 30, 2016	September 30, 2015	(Decrease) Increase		% Change
Americas Region
United States	135,581	142,196	(6,615	)	(4.7	)%
Canada	8,946	8,414	532		6.3
Latin America	7,064	8,091	(1,027	)	(12.7	)
Total Americas Region	151,591	158,701	(7,110	)	(4.5	)
Europe, Middle East and Africa Region (EMEA)
Europe^(b)	32,590	30,720	1,870		6.1
Other	5,357	4,878	479		9.8
Total EMEA Region	37,947	35,598	2,349		6.6
Asia Pacific Region
Japan	7,631	7,194	437		6.1
Other	16,510	16,277	233		1.4
Total Asia Pacific Region	24,141	23,471	670		2.9
Total Worldwide Retail Sales	213,679	217,770	(4,091	)	(1.9	)%
Total International Retail Sales	78,098	75,574	2,524		3.3	%

Worldwide independent dealer retail sales of Harley-Davidson motorcycles decreased 1.9% during the first nine months of 2016 compared to the first nine months of 2015. Retail sales of Harley-Davidson motorcycles increased 3.3% internationally and decreased 4.7% in the United States in the first nine months of 2016.

The Company's U.S. market share of 601+cc motorcycles for the first nine months of 2016 was 50.8%, up 0.8 percentage points compared to the same period last year (Source: Motorcycle Industry Council). The industry was down 5.6% in the first nine months of 2016.

Retail sales in the first nine months of 2016 in the EMEA region were up 6.6% compared to the first nine months of 2015 reflecting a significant increase in demand driving investments in that market and a positive reception of model-year 2017 motorcycles featuring the Milwaukee-Eight™ engine. During the first nine months of 2016, the Company's market share of 601+cc motorcycles in Europe was 10.3%, down 0.1 percentage points compared to the same period last year (Source: Association des Constructeurs Europeens de Motocycles).

In the Asia-Pacific region, retail sales increased 2.9% in the first nine months of 2016 compared to the same period last year.

Latin America retail sales in the first nine months of 2016 were down 12.7% compared to the first nine months of 2015 primarily due to a decline in Brazil, partially offset by growth in Mexico.

Retail sales in Canada were up 6.3% in the first nine months of 2016 compared to the same period last year. The Company believes the market continued to respond well to the change to a direct distribution model and pricing adjustments that were implemented with the model-year 2016 motorcycles.


(a)	Data source for retail sales figures shown above is new sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales and this information is subject to revision.


(b)	Includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.

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Motorcycle Registration Data^(a)

The following table includes industry retail motorcycle registration data:



	Nine months ended
	September 30, 2016	September 30, 2015	(Decrease)Increase		% Change
United States^(b)	263,479	279,013	(15,534	)	(5.6	)%
Europe^(c)	337,695	313,303	24,392		7.8	%


(a)	Data includes on-road 601+cc models. On-road 601+cc models include dual purpose models, three-wheeled motorcycles and autocycles. Registration data for Harley-Davidson Street 500^TM motorcycles is not included in this table.


(b)	United States industry data is derived from information provided by Motorcycle Industry Council (MIC). This third party data is subject to revision and update.

(c)

Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. Industry retail motorcycle registration data includes 601+cc models derived from information provided by Association des Constructeurs Europeens de Motocycles (ACEM), an independent agency. This third-party data is subject to revision and update.

Motorcycles & Related Products Segment

Motorcycle Unit Shipments

The following table includes wholesale motorcycle unit shipments for the Motorcycles segment:



	Nine months ended
	September 25, 2016			September 27, 2015			Unit		Unit
	Units	Mix %		Units	Mix %		(Decrease) Increase		% Change
United States	141,708	64.5	%	141,884	65.0	%	(176	)	(0.1	)%
International	78,099	35.5	%	76,349	35.0	%	1,750		2.3
Harley-Davidson motorcycle units	219,807	100.0	%	218,233	100.0	%	1,574		0.7	%
Touring motorcycle units	89,467	40.7	%	95,354	43.7	%	(5,887	)	(6.2	)%
Cruiser motorcycle units	78,570	35.7	%	71,753	32.9	%	6,817		9.5
Sportster^® / Street motorcycle units	51,770	23.6	%	51,126	23.4	%	644		1.3
Harley-Davidson motorcycle units	219,807	100.0	%	218,233	100.0	%	1,574		0.7	%

The Company shipped 219,807 motorcycles worldwide during the first nine months of 2016, which was 0.7% higher than the first nine months of 2015. International shipments as a percent of total shipments were 35.5% in the first nine months of 2016 compared to 35.0% for the first nine months of 2015.

The shipment mix percentage of Cruiser and Sportster^®/ Street motorcycles increased in the first nine months of 2016 while the shipment mix percentage of Touring motorcycles decreased compared to the same period last year. The higher shipment mix of Cruiser and Sportster^®/ Street motorcycles was in response to strong consumer demand driven by the Company's investment in its model-year 2016 product.

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Segment Results

The following table includes the condensed statements of operations for the Motorcycles segment (in thousands):



	Nine months ended
	September 25, 2016		September 27, 2015		Increase (Decrease)			% Change
Revenue:
Motorcycles	$	3,437,066	$	3,376,356	$	60,710		1.8	%
Parts & Accessories	673,192		692,938		(19,746		)	(2.8	)
General Merchandise	211,664		212,954		(1,290		)	(0.6	)
Other	16,431		19,426		(2,995		)	(15.4	)
Total revenue	4,338,353		4,301,674		36,679			0.9
Cost of goods sold	2,773,496		2,670,146		103,350			3.9
Gross profit	1,564,857		1,631,528		(66,671		)	(4.1	)
Selling & administrative expense	670,086		645,933		24,153			3.7
Engineering expense	130,636		116,473		14,163			12.2
Operating expense	800,722		762,406		38,316			5.0
Operating income from Motorcycles	$	764,135	$	869,122	$	(104,987	)	(12.1	)%

The following table includes the estimated impact of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first nine months of 2015 to the first nine months of 2016 (in millions):



	Net Revenue			Cost of Goods Sold			Gross Profit
Nine months ended September 27, 2015	$	4,301.7		$	2,670.2		$	1,631.5
Volume	0.5			0.1			0.4
Price, net of related costs	74.4			32.5			41.9
Foreign currency exchange rates and hedging	(8.4		)	24.8			(33.2		)
Shipment mix	(29.8		)	(10.5		)	(19.3		)
Raw material prices	—			(17.4		)	17.4
Manufacturing and other costs	—			73.8			(73.8		)
Total	36.7			103.3			(66.6		)
Nine months ended September 25, 2016	$	4,338.4		$	2,773.5		$	1,564.9

The following factors affected the comparability of net revenue, cost of goods sold and gross profit from the first nine months of 2015 to first nine months of 2016:


•	Volume increases in 2016 were driven by the increase in wholesale motorcycle shipments offset by decreases in parts & accessories and general merchandise.

•

On average, wholesale prices for the Company’s model-year 2016 and 2017 motorcycles are higher than the prior model-years resulting in the favorable impact on revenue during the period. The impact of revenue favorability resulting from model-year price increases on gross profit was partially offset by increases in costs related to the additional content added to the model-year 2016 and 2017 motorcycles.


•	Gross profit was negatively impacted by foreign currency due to lower hedge gains, given the significant gains experienced in the prior year, and lower revenues behind a slightly stronger U.S. dollar.


•	Shipment mix changes negatively impacted gross profit primarily due to changes in motorcycle family mix.


•	Raw material prices were lower in the first nine months of 2016 relative to the first nine months of 2015.

•

Manufacturing costs in the first nine months of 2016 were negatively impacted by higher year-over-year costs related to the implementation of the ERP system at the Company's Kansas City manufacturing facility, the launch of the new Milwaukee-Eight™ engine, other plant inefficiencies and lost absorption. The Company's fixed cost absorption was unfavorable as a result of lower production in the first nine months of 2016 compared to the first nine months of 2015.

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The net increase in operating expense was primarily due to the Company's increased investments in marketing and product development to drive demand. Selling and administrative expenses were also higher in 2016 due to costs associated with managing the Canadian operations that the Company acquired in August 2015.

Financial Services Segment

Segment Results

The following table includes the condensed statements of operations for the Financial Services segment (in thousands):



	Nine months ended
	September 25, 2016		September 27, 2015		Increase (Decrease)			% Change
Interest income	$	469,539	$	450,037	$	19,502		4.3	%
Other income	67,739		63,056		4,683			7.4
Securitization and servicing income	10,227		—		10,227			—
Financial Services revenue	547,505		513,093		34,412			6.7
Interest expense	131,387		120,938		10,449			8.6
Provision for credit losses	97,127		68,655		28,472			41.5
Operating expenses	103,600		104,152		(552		)	(0.5	)
Financial Services expense	332,114		293,745		38,369			13.1
Operating income from Financial Services	$	215,391	$	219,348	$	(3,957	)	(1.8	)%

Interest income was higher in the first nine months of 2016 as compared to the first nine months of 2015 due to higher average receivables in the retail and wholesale portfolios, partially offset by a lower retail yield due in part to low rate promotional activity primarily in 2015. Other income was favorable primarily due to increased credit card licensing revenue, insurance commissions, and international revenue. Securitization and servicing income was higher primarily due to a $9.3 million gain on the sale of finance receivables with a principal balance of $301.8 million through an off-balance sheet asset-backed securitization during the second quarter of 2016. There was no comparable transaction in the prior year.

Interest expense increased due to higher average outstanding debt and an unfavorable cost of funds.

The provision for credit losses increased $28.5 million in the first nine months of 2016. The retail motorcycle provision increased $31.3 million in the first nine months of 2016 driven by higher credit losses and an associated increase in the retail reserve rate. Credit losses were higher as a result of higher losses on loans in oil-dependent areas, normalizing loan performance, and lower used motorcycle values at auction. The wholesale provision was favorable by $2.0 million.

On a year-to-date basis, retail loan originations were comprised of approximately 80% prime loans and 20% sub-prime. The Company believes sub-prime originations continue to represent a significant number of retail sales to the Company at attractive returns which further reinforces the competitive advantage that HDFS brings to the Company.

Annualized credit losses for HDFS' on-balance sheet retail motorcycle loans were 1.59% through September 25, 2016 compared to 1.19% through September 27, 2015. The 30-day delinquency rate for on-balance sheet retail motorcycle loans at September 25, 2016 was 3.61% compared to 3.16% at September 27, 2015.

The Company’s serviced retail motorcycle portfolio includes both on-balance sheet and off-balance sheet retail motorcycle finance receivables at September 25, 2016 as a result of the Company’s second quarter 2016 off-balance sheet asset-backed securitization. Total annualized credit losses for serviced retail motorcycle loans were 1.57% through September 25, 2016. The 30-day delinquency rate for serviced retail motorcycle loans at September 25, 2016 was 3.49%. The Company’s finance receivables were all on-balance sheet in 2015.

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



	Nine months ended
	September 25, 2016			September 27, 2015
Balance, beginning of period	$	147,178		$	127,364
Provision for credit losses	97,127			68,655
Charge-offs	(101,853		)	(83,939		)
Recoveries	32,355			33,303
Other ^(a)	(3,291		)	—
Balance, end of period	$	171,516		$	145,383


(a)	Related to the sale of finance receivables during the second quarter of 2016 with a principal balance of $301.8 million through an off-balance sheet asset-backed securitization transaction.

Other Matters

Contractual Obligations

The Company has updated the contractual obligations table under the caption “Contractual Obligations” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 as of September 25, 2016 to reflect the new projected principal and interest payments for the remainder of 2016 and beyond as follows (in thousands):



	2016		2017 - 2018		2019 - 2020		Thereafter		Total
Principal payments on debt	$	1,019,456	$	2,427,578	$	2,153,909	$	1,347,101	$	6,948,044
Interest payments on debt	38,599		300,523		133,563		428,237		900,922
	$	1,058,055	$	2,728,101	$	2,287,472	$	1,775,338	$	7,848,966

Interest obligations for floating rate instruments, as calculated above, assume rates in effect at September 25, 2016 remain constant. For purposes of the above, the principal payment balances for medium-term notes, on-balance sheet term asset-backed securitizations and senior unsecured notes are shown gross of debt issuance costs. Refer to Note 11 for a breakout of the finance costs consistent with ASU No. 2015-03.

As of September 25, 2016, there have been no other material changes to the Company’s summary of expected payments for significant contractual obligations in the contractual obligations table in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

Commitments and Contingencies

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Environmental Protection Agency Notice:

York Environmental Matters:

Product Liability Matters:

National Highway Traffic Safety Administration Matters:

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Off-Balance Sheet Arrangements

The SPEs are separate legal entities that assume the risks and rewards of ownership of the retail motorcycle finance receivables they hold. The assets of the VIEs are not available to pay other obligations or claims of the Company’s creditors. The Company’s economic exposure related to the VIEs is generally limited to restricted cash reserve accounts, retained interests and ordinary representations and warranties and related covenants. The VIEs have a limited life and generally terminate upon final distribution of amounts owed to investors.

The accounting treatment for asset-backed financings depends on the terms of the related transaction and the Company’s continuing involvement with the VIE. Most of the Company’s asset backed financings do not meet the criteria to be treated as a sale for accounting purposes because, in addition to retaining servicing rights, the Company retains a financial interest in the VIE in the form of a debt security. These transactions are treated as secured borrowings. As secured borrowings, the retail motorcycle finance receivables remain on the balance sheet with a corresponding obligation reflected as debt.

During the second quarter of 2016, the Company sold finance receivables with a principal balance of $301.8 million into a securitization VIE. The transaction met the criteria to be treated as a sale for accounting purposes and resulted in an off-balance sheet arrangement because the Company did not retain any financial interest in the VIE beyond servicing rights and ordinary representations and warranties and related covenants. Upon sale, the retail motorcycle finance receivables were removed from the Company’s balance sheet, and a gain of $9.3 million was recognized in Financial Services Revenue. For more information see Note 12.

Liquidity and Capital Resources as of September 25, 2016⁽¹⁾

Over the long-term, the Company expects that its business model will continue to generate cash that will allow it to invest in the business, fund future growth opportunities and return value to shareholders⁽¹⁾. The Company will evaluate opportunities to enhance value for its shareholders through increasing dividends and repurchasing shares. The Company believes the Motorcycles operations will continue to be primarily funded through cash flows generated by operations⁽¹⁾. The Financial Services operations have been funded with unsecured debt, unsecured commercial paper, asset-backed commercial paper conduit facilities, committed unsecured bank facilities and term asset-backed securitizations.

The Company’s strategy is to maintain a minimum of twelve months of its projected liquidity needs through a combination of cash and marketable securities and availability under credit facilities. The following table summarizes the Company’s cash and marketable securities and availability under credit facilities (in thousands):



	September 25, 2016
Cash and cash equivalents	$	790,284
Current marketable securities	5,038
Total cash and cash equivalents and marketable securities	795,322

Credit facilities	409,572
Asset-backed U.S. commercial paper conduit facility^(a)	600,000
Asset-backed Canadian commercial paper conduit facility^(b)	42,817
Total availability under credit facilities	1,052,389
Total	$	1,847,711


(a)	The U.S. commercial paper conduit facility expires on December 14, 2016. The Company anticipates that it will renew this facility prior to expiration.


(b)	The Canadian commercial paper conduit facility, which is limited to Canadian denominated borrowings, was renewed June 30, 2016. The new facility expires June 30, 2017.

The Company recognizes that it must continue to monitor and adjust its business to changes in the lending environment. The Company intends to continue with a diversified funding profile through a combination of short-term and long-term funding vehicles and to pursue a variety of sources to obtain cost-effective funding. The Financial Services operations could be

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negatively affected by higher costs of funding and increased difficulty of raising, or potential unsuccessful efforts to raise, funding in the short-term and long-term capital markets.⁽¹⁾ These negative consequences could in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital, reduced funds available through its Financial Services operations to provide loans to independent dealers and their retail customers, and dilution to existing shareholders through the use of alternative sources of capital.

Cash Flow Activity

The following table summarizes the cash flow activity for the periods indicated (in thousands):



	Nine months ended
	September 25, 2016			September 27, 2015
Net cash provided by operating activities	$	927,809		$	1,020,957
Net cash used by investing activities	(378,903		)	(903,764		)
Net cash (used by) provided by financing activities	(487,531		)	358,347
Effect of exchange rate changes on cash and cash equivalents	6,700			(13,666		)
Net increase in cash and cash equivalents	$	68,075		$	461,874

Operating Activities

The decrease in cash provided by operating activities for the first nine months of 2016 compared to the first nine months of 2015 was driven by lower net income and a $25.0 million voluntary contribution to the Company's qualified pension plan. No voluntary contributions were made to the pension plan in 2015. There are no required or planned contributions to the qualified pension plan for the remainder of 2016.⁽¹⁾ The Company expects it will continue to make on-going benefit payments under the SERPA and postretirement healthcare plans.⁽¹⁾

Investing Activities

The Company’s investing activities consist primarily of capital expenditures and net changes in finance receivables. Capital expenditures were $162.7 million in the first nine months of 2016 compared to $139.1 million in the same period last year. Net cash outflows for finance receivables for the first nine months of 2016 were $150.5 million lower than in the same period last year due primarily to a decrease in retail motorcycle loan originations during the first nine months of 2016. In the second quarter of 2016, the Company completed a sale of finance receivables through an off-balance sheet asset-backed securitization transaction. The proceeds from the sale of finance receivables were $312.6 million.

Financing Activities

The Company’s financing activities consist primarily of share repurchases, dividend payments and debt activity. Cash outflows for share repurchases were $374.2 million in the first nine months of 2016 compared to $894.6 million in the same period last year. Share repurchases during the first nine months of 2016 included 8.2 million shares of common stock related to discretionary share repurchases as well as shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock awards. As of September 25, 2016, there were 20.9 million shares remaining on board-approved share repurchase authorizations.

The Company paid dividends of $1.05 and $0.93 per share totaling $190.4 million and $191.5 million during the first nine months of 2016 and 2015, respectively.

Financing cash flows related to debt activity resulted in net cash inflows of $38.4 million in the first nine months of 2016 compared to net cash inflows of $1,439.9 million in the first nine months of 2015. The Company’s total outstanding debt consisted of the following (in thousands):



	September 25, 2016		September 27, 2015
Unsecured commercial paper	$	1,055,428	$	990,049
Asset-backed Canadian commercial paper conduit facility	140,488		158,712
Medium-term notes, net	4,063,510		3,325,032
Senior unsecured notes, net	741,144		741,057
Term asset-backed securitization debt, net	925,619		1,701,732
Total debt	$	6,926,189	$	6,916,582

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To access the debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings. Generally, lower credit ratings result in higher borrowing costs and reduced access to debt capital markets. A credit rating agency may change or withdraw the Company’s ratings based on its assessment of the Company’s current and future ability to meet interest and principal repayment obligations. The Company’s short-term debt ratings affect its ability to issue unsecured commercial paper. The Company’s short- and long-term debt ratings as of September 25, 2016 were as follows:



	Short-Term	Long-Term	Outlook
Moody’s	P2	A3	Stable
Standard & Poor’s	A2	A-	Stable
Fitch	F1	A	Stable

Credit Facilities – On April 7, 2016, the Company entered into a $765.0 million five-year credit facility to refinance and replace a $675.0 million five-year credit facility that was due to mature in April 2017. The new five-year credit facility matures in April 2021. The Company also has a $675.0 million five-year credit facility which matures in April 2019. The new five-year credit facility and the existing five-year credit facility (together, the Global Credit Facilities) bear interest at variable interest rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based on the average daily unused portion of the aggregate commitments under the Global Credit Facilities. The Global Credit Facilities are committed facilities and primarily used to support the Company's unsecured commercial paper program. During the second quarter of 2016, the Company entered into an additional $25.0 million credit facility which expires May 24, 2017. The $25.0 million credit facility bears interest at variable interest rates, and the Company must pay a fee based on the unused portion of the $25.0 million commitment.

Unsecured Commercial Paper – Subject to limitations, the Company could issue unsecured commercial paper of up to $1.44 billion as of September 25, 2016 supported by the Global Credit Facilities, as discussed above. Outstanding unsecured commercial paper may not exceed the unused portion of the Global Credit Facilities. Maturities may range up to 365 days from the issuance date. The Company intends to repay unsecured commercial paper as it matures with additional unsecured commercial paper or through other means, such as borrowing under the Global Credit Facilities, borrowing under its asset-backed U.S. commercial paper conduit facility or through the use of operating cash flow and cash on hand.⁽¹⁾

Medium-Term Notes – The Company had the following medium-term notes (collectively, the Notes) issued and outstanding at September 25, 2016 (in thousands):



Principal Amount	Rate	Issue Date	Maturity Date
$400,000	2.70%	January 2012	March 2017
$400,000	1.55%	November 2014	November 2017
$877,488	6.80%	May 2008	June 2018
$600,000	2.25%	January 2016	January 2019
$600,000	2.40%	September 2014	September 2019
$600,000	2.15%	February 2015	February 2020
$600,000	2.85%	January 2016	January 2021

The Notes provide for semi-annual interest payments and principal due at maturity. Unamortized discount and debt issuance costs on the Notes reduced the outstanding balance by $14.0 million and $12.9 million at September 25, 2016 and September 27, 2015, respectively.

There were no medium-term notes issued during the second or third quarters of 2016. During the first quarter of 2016, the Company issued $600.0 million ($597.2 million net of discount and issuance costs) of medium-term notes that mature in January 2019 and have an annual interest rate of 2.25%, and $600.0 million ($596.3 million net of discount and issuance costs) of medium-term notes that mature in January 2021 and have an annual interest rate of 2.85%. There were no medium-term notes issued during the second or third quarters of 2015. During the first quarter of 2015, the Company issued $600.0 million ($595.4 million net of discount and issuance costs) of medium-term notes which mature in February 2020 and have an annual interest rate of 2.15%.

There were no medium-term note maturities during the second or third quarters of 2016. During the first quarter of 2016, $450.0 million of 3.88% medium-term notes matured, and the principal and accrued interest were paid in full. During the third quarter of 2015, $600.0 million of 1.15% medium-term notes matured, and the principal and accrued interest were paid in full. There were no other maturities during the first nine months of 2015.

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During the third quarter of 2016, the Company repurchased $1.2 million of its 6.80% medium-term notes which mature in June 2018. As a result, the Company recognized in financial services interest expense $0.1 million for losses on the extinguishment of debt, which included unamortized discounts and fees. There were no other repurchases made during the first nine months of 2016 or 2015.

Senior Unsecured Notes – In July 2015, the Company issued $750.0 million of senior unsecured notes. The senior unsecured notes provide for semi-annual interest payments and principal due at maturity. $450.0 million ($444.4 million net of discount and issuance costs) of the senior unsecured notes mature in July 2025 and have an interest rate of 3.50%, and $300.0 million ($296.0 million net of discount and issuance costs) of the senior unsecured notes mature in July 2045 and have an interest rate of 4.625%. The Company used the proceeds from the debt to repurchase shares of its common stock in 2015.

Asset-Backed Canadian Commercial Paper Conduit Facility –The Company has a revolving facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase from the Company eligible Canadian retail motorcycle finance receivables for proceeds up to C$240 million. The transferred assets are restricted as collateral for the payment of the debt. The terms for this facility provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$240 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. The contractual maturity of the debt is approximately 5 years. Unless earlier terminated or extended by mutual agreement of the Company and the lender, as of September 25, 2016, the Canadian Conduit has an expiration date of June 30, 2017.

The following table includes quarterly transfers of Canadian retail motorcycle finance receivables to the Canadian Conduit and the respective proceeds (in thousands):



	2016				2015
	Transfers		Proceeds		Transfers		Proceeds
First Quarter	$	6,600	$	5,800	$	19,200	$	16,800
Second Quarter	31,400		27,500		26,800		23,400
Third Quarter	—		—		33,100		29,000
	$	38,000	$	33,300	$	79,100	$	69,200

Asset-Backed U.S. Commercial Paper Conduit Facility VIE – On December 14, 2015, the Company entered into a new revolving facility agreement (U.S. Conduit) with a third party bank-sponsored asset-backed U.S. commercial paper conduit, which provides for a total aggregate commitment of $600.0 million. The prior agreement expired on December 14, 2015 and had similar terms. At September 25, 2016 and September 27, 2015, the Company had no outstanding borrowings under the U.S. Conduit.

This debt provides for interest on outstanding principal based generally on prevailing commercial paper rates or LIBOR to the extent the advance is not funded by a conduit lender through the issuance of commercial paper plus, in each case, a program fee based on outstanding principal. The U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt will be reduced monthly as available collections on the related finance receivable collateral are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of September 25, 2016, the U.S. Conduit expires December 14, 2016.

Asset-Backed Securitization VIEs – For all of its asset-backed securitization transactions, the Company transfers U.S. retail motorcycle finance receivables to separate VIEs, which in turn issue secured notes with various maturities and interest rates to investors. All of the notes held by the VIEs are secured by future collections of the purchased U.S. retail motorcycle finance receivables. The U.S. retail motorcycle finance receivables included in the asset-backed securitization transactions are not available to pay other obligations or claims of the Company's creditors until the associated debt and other obligations are satisfied. Restricted cash balances held by the VIEs are used only to support the securitizations.

The accounting treatment for asset-backed securitizations depends on the terms of the related transaction and the Company’s continuing involvement with the VIE. Most of the Company’s asset-backed securitizations do not meet the criteria to be accounted for as a sale because, in addition to retaining servicing rights, the Company retains a financial interest in the VIE in the form of a debt security. These transactions are treated as secured borrowings. As secured borrowings, the retail

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motorcycle finance receivables remain on the balance sheet with a corresponding obligation reflected as debt. There is no amortization schedule for the secured notes; however, the debt is reduced monthly as available collections on the related retail motorcycle finance receivables are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2016 to 2022.

There were no on-balance sheet term asset-backed securitization transactions during the nine months ended September 25, 2016. There were no on-balance sheet term asset-backed securitization transactions during the third quarter of 2015. During the first and second quarters of 2015, the Company issued $700.0 million and $500.0 million ($697.6 million and $498.1 million net of discount and issuance costs), respectively, of secured notes through on-balance sheet term asset-backed securitization transactions.

During the second quarter of 2016, the Company sold U.S. retail motorcycle finance receivables with a principal balance of $301.8 million into an asset-backed securitization VIE. The transaction met the criteria to be treated as a sale for accounting purposes because the Company did not retain any financial interest in the VIE beyond servicing rights and ordinary representations and warranties and related covenants. Upon the sale, the retail motorcycle finance receivables were removed from the Company’s balance sheet and a gain of $9.3 million was recognized in Financial Services Revenue. For more information see Note 12.

Intercompany Borrowing – HDFS and the Company have had in effect term loan agreements under which HDFS borrowed from the Company. As of September 25, 2016, and September 27, 2015, there were no intercompany loans outstanding. The intercompany loan balance of $250 million outstanding as of December 31, 2014 was repaid during the first quarter of 2015. The term loan balances and related interest are eliminated in the Company's consolidated financial statements.

Support Agreement - The Company has a support agreement with HDFS whereby, if required, the Company agrees to provide HDFS with financial support to maintain HDFS’ fixed-charge coverage at 1.25 and minimum net worth of $40.0 million. Support may be provided at the Company’s option as capital contributions or loans. Accordingly, certain debt covenants may restrict the Company’s ability to withdraw funds from HDFS outside the normal course of business. No amount has ever been provided to HDFS under the support agreement.

Operating and Financial Covenants – HDFS and the Company are subject to various operating and financial covenants related to the credit facilities and various operating covenants under the Notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.

The operating covenants limit the Company’s and HDFS’ ability to:


•	assume or incur certain liens;


•	participate in certain mergers or consolidations; and


•	purchase or hold margin stock.

Under the current financial covenants of the Global Credit Facilities, the consolidated debt to equity ratio of HDFS cannot exceed 10.00 to 1.00 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and equity, in each case excluding the debt of HDFS and its subsidiaries, cannot exceed 0.70 to 1.00 as of the end of any fiscal quarter. No financial covenants are required under the Notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.

At September 25, 2016, HDFS and the Company remained in compliance with all of the then existing covenants.

Cautionary Statements

The Company’s ability to meet the targets and expectations noted depends upon, among other factors, the Company’s ability to:


(i)	execute its business strategy,


(ii)	manage through changes in general economic conditions, including changing capital, credit and retail markets, and political events,


(iii)	prevent a cybersecurity breach involving consumer, employee, dealer, supplier, or Company data and respond to evolving regulatory requirements regarding data security,


(iv)	drive demand by executing its marketing strategy of appealing to and growing sales to multi-generational and multi-cultural customers worldwide in an increasingly competitive marketplace,


(v)	manage the impact that prices for and supply of used motorcycles may have on its business, including on retail sales of new motorcycles and collections,

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(vi)	develop and introduce products, services and experiences that are successful in the marketplace,


(vii)	balance production volumes for its new motorcycles with consumer demand, including in circumstances where competitors may be supplying new motorcycles to the market in excess of demand at reduced prices,


(viii)	prevent and detect any issues with its motorcycles or any associated manufacturing processes to avoid delays in new model launches, recall campaigns, regulatory agency investigations, increased warranty costs or litigation and adverse effects on its reputation and brand strength,


(ix)	manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS' loan portfolio,


(x)	accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices,


(xi)	effectively execute reorganization actions within expected costs and realize the expected benefits of those actions,


(xii)	continue to develop the capabilities of its distributors and dealers and manage the risks that its independent dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand,


(xiii)	manage risks that arise through expanding international manufacturing, operations and sales,


(xiv)	manage through the effects inconsistent and unpredictable weather and weather patterns may have on retail sales of motorcycles,


(xv)	manage supply chain issues, including quality issues and any unexpected interruptions or price increases caused by raw material shortages or natural disasters,


(xvi)	implement and manage enterprise-wide information technology systems, including systems at its manufacturing facilities,


(xvii)	manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations,


(xviii)	retain and attract talented employees,


(xix)	manage its exposure to product liability claims and commercial or contractual disputes,


(xx)	execute its flexible production strategy,


(xxi)	adjust to healthcare inflation and reform, pension reform and tax changes,


(xxii)	successfully access the capital and/or credit markets on terms (including interest rates) that are acceptable to the Company and within its expectations, and


(xxiii)	continue to manage the relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness.

In addition, the Company could experience delays or disruptions in its operations as a result of work stoppages, strikes, natural causes, terrorism or other factors. Further, actual foreign currency exchange rates may vary from underlying assumptions. Other factors are described in risk factors that the Company has disclosed in documents previously filed with the Securities and Exchange Commission.

Many of these risk factors are impacted by the current changing capital, credit and retail markets and the Company's ability to manage through inconsistent economic conditions.

The Company’s ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company’s independent dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its independent dealers to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company.

In addition, the Company’s independent dealers and distributors may experience difficulties in operating their businesses and selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions or other factors.

In recent years, HDFS has experienced historically low levels of retail credit losses, but there is no assurance that this will continue. The Company believes that HDFS' retail credit losses may increase over time due to changing consumer credit

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behavior and HDFS' efforts to increase prudently structured loan approvals to sub-prime borrowers, as well as actions that Harley-Davidson has taken and could take that impact motorcycle values.

Refer to “Risk Factors” under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s earnings related to its operations outside the U.S. are impacted by changes in foreign currency exchange rates. The majority of the Company’s exposure relates to the Euro, the Australian dollar, the Japanese yen, Canadian dollar, Mexican peso and the Brazilian real. A weakening in foreign currencies relative to the U.S. dollar will generally have an adverse effect on revenue related to sales made in those foreign currencies offset by a corresponding positive impact from natural hedges created by the operating costs incurred in those same foreign currencies. As the majority of the Company’s manufacturing occurs in the U.S., the Company’s operating expenses paid in foreign currencies generally include limited manufacturing costs and the selling and administrative costs incurred at the Company’s international locations. In addition, to the extent the Company carries foreign-denominated cash, receivables or accounts payable, those amounts are also exposed to foreign currency revaluations that can impact the Company’s earnings.

The Company also uses derivative financial instruments to hedge a portion of the forecasted cash flows in its key foreign currencies. These instruments generally have terms of up to 12 months and are purchased over time so that at any point in time some portion of the next 12 months of expected foreign currency exposure is hedged. The hedging instruments allow the Company to lock in the exchange rate on future foreign currency cash flows based on the forward rates available at the time of purchase. The level of gain or loss on these instruments will depend on the spread between the forward rate and the corresponding spot rate at the date the instruments are settled.

Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2015 for further information concerning the Company's market risk. There have been no material changes to the market risk information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Controls

During the quarter ended September 25, 2016, the Company implemented its ERP system at its Kansas City manufacturing facility. The implementation impacted sales order processes, procurement, manufacturing, costing, general ledger and financial reporting processes. The Company followed a system development process that required significant pre-implementation planning, design and testing to ensure an ongoing effective control environment. There were no other changes in the Company’s internal control over financial reporting during the quarter ended September 25, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

The information required under this Item 1 of Part II is contained in Item 1 of Part I of this Quarterly report on Form 10-Q in Note 18 of the Notes to Consolidated Financial Statements, and such information is incorporated herein by reference in this Item 1 of Part II.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The following table contains detail related to the Company's repurchase of its common stock based on the date of trade during the quarter ended September 25, 2016:



2016 Fiscal Month	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
June 27 to July 31	1,033,391	$	48	1,033,391	22,002,285
August 1 to August 28	432,723	$	53	432,723	21,568,310
August 29 to September 25	629,011	$	52	629,011	20,938,285
Total	2,095,125	$	50	2,095,125


(a)	Includes discretionary share repurchases and shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock awards

In June 2015, the Company's Board of Directors authorized the Company to repurchase up to 15.0 million shares of its common stock with no dollar limit or expiration date. The Company repurchased 2.1 million shares on a discretionary basis during the quarter ended September 25, 2016 under this authorization. As of September 25, 2016, 0.9 million shares remained under this authorization.

Additionally, in February 2016, the Company's Board of Directors authorized the Company to repurchase up to 20.0 million shares of its common stock with no dollar limit or expiration date which superseded the share repurchase authority granted by the Board of Directors in December 1997. The Company made no discretionary share repurchases during the quarter ended September 25, 2016 under this authorization. As of September 25, 2016, 20.0 million shares remained under this authorization.

Under the share repurchase authorizations, the Company’s common stock may be purchased through any one or more of a Rule 10b5-1 trading plan and discretionary purchases on the open market, block trades, accelerated share repurchases or privately negotiated transactions. The number of shares repurchased, if any, and the timing of repurchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors. The repurchase authority has no expiration date but may be suspended, modified or discontinued at any time.

The Harley-Davidson, Inc. 2014 Incentive Stock Plan and predecessor stock plans permit participants to satisfy all or a portion of the statutory federal, state and local withholding tax obligations arising in connection with plan awards by electing to (a) have the Company withhold shares otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver other previously owned shares, in each case having a value equal to the amount to be withheld. During the third quarter of 2016, the Company acquired 4,445 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock awards.

Item 6 – Exhibits

Refer to the Exhibit Index on page 67 of this report.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	HARLEY-DAVIDSON, INC.

Date: November 3, 2016	/s/ John A. Olin
	John A. Olin
	Senior Vice President and
	Chief Financial Officer
	(Principal financial officer)



Date: November 3, 2016	/s/ Mark R. Kornetzke
	Mark R. Kornetzke
	Chief Accounting Officer
	(Principal accounting officer)

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Harley-Davidson, Inc.

Exhibit Index to Form 10-Q



Exhibit No.		Description
10.1*		Harley-Davidson Management Deferred Compensation Plan as amended and restated effective January 1, 2017
31.1		Chief Executive Officer Certification pursuant to Rule 13a-14(a)
31.2		Chief Financial Officer Certification pursuant to Rule 13a-14(a)
32.1		Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
101		Financial statements from the quarterly report on Form 10-Q of Harley-Davidson, Inc. for the quarter ended September 25, 2016, filed on November 3, 2016, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.


*	Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.

HARLEY-DAVIDSON

MANAGEMENT DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2017)

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		Page
ARTICLE I. DEFINITIONS AND CONSTRUCTION			2
	Section 1.01.	Definitions.	2
	Section 1.02.	Construction and Applicable Law.	8

ARTICLE II. PARTICIPATION			9
	Section 2.01.	Eligibility.	9

ARTICLE III. EMPLOYEE DEFERRED COMPENSATION			10
	Section 3.01.	Deferrals Of Base Compensation.	10
	Section 3.02.	Deferrals of Annual Incentive (STIP) Awards.	12
	Section 3.03.	Restricted Stock Deferrals.	13
	Section 3.04.	Matching Contribution Credits.	16
	Section 3.05.	Employer Retirement Contribution Restoration Credits.	17
	Section 3.06.	Other Deferrals and Credits.	18
	Section 3.07.	Effect of Unforeseeable Emergency or Hardship.	18

ARTICLE IV. ACCOUNTING AND HYPOTHETICAL INVESTMENT ELECTIONS			19
	Section 4.01.	Investment Options.	19
	Section 4.02.	Participant Investment Elections.	19
	Section 4.03.	Allocation of Deemed Investment Gain or Loss.	20
	Section 4.04.	Accounts are For Record Keeping Purposes Only.	21
	Section 4.05.	Pre-2000 Deferrals Under Program A.	21

ARTICLE V. DISTRIBUTION OF ACCOUNTS			25
	Section 5.01.	In General.	25
	Section 5.02.	Initial Distribution Elections.	25
	Section 5.03.	Modification of Distribution Election.	27
	Section 5.04.	Distribution of Vested Account Balances.	27
	Section 5.05.	Additional Distribution Rules.	28
	Section 5.06.	Death Benefit Payments.	29
	Section 5.07.	Hardship Withdrawals.	30
	Section 5.08.	Automatic Single Sum Distribution.	31
	Section 5.09.	Acceleration of Payments Upon a Change of Control.	31

ARTICLE VI. GENERAL PROVISIONS			32
	Section 6.01.	Administration.	32
	Section 6.02.	Restrictions to Comply with Applicable Law.	32
	Section 6.03.	Claims Procedures.	32
	Section 6.04.	Participant Rights Unsecured.	34
	Section 6.05.	Distributions for Tax Withholding and Payment.	34
	Section 6.06.	Amendment or Termination of Plan.	35
	Section 6.07.	Administrative Expenses.	37
	Section 6.08.	Successors and Assigns.	37
	Section 6.09.	Right of Offset.	37
	Section 6.10.	Not a Contract of Employment.	38
	Section 6.11.	Miscellaneous Distribution Rules.	38

HARLEY-DAVIDSON

MANAGEMENT DEFERRED COMPENSATION PLAN

Harley-Davidson, Inc. (the “Company”) maintains the Harley-Davidson Management Deferred Compensation Plan (the “Plan”) for the benefit of eligible employees of the Company and its Affiliates.

The Plan is intended to promote the best interests of the Company and its Affiliates by attracting and retaining key management employees possessing a strong interest in the successful operation of the Company and its Affiliates and encouraging their continued loyalty, service and counsel to the Company and its Affiliates.

ARTICLE I. DEFINITIONS AND CONSTRUCTION

Section 1.01. Definitions.

The following terms have the meanings indicated below unless the context in which the term is used clearly indicates otherwise:

(a) Account: The record keeping account or accounts maintained to record the interest of each Participant under the Plan. An Account is established for record keeping purposes only and not to reflect (or require) the physical segregation of assets on the Participant’s behalf. To the extent relevant with respect to any Participant, the Participant’s overall Account may consist of such subaccounts or balances as the Administrator may determine to be necessary or appropriate.

(b) Administrator: Unless otherwise determined by the Committee, the Harley-Davidson Retirement Plans Committee.

(c) Affiliate: Each corporation, trade or business that, with the Company, forms part of a controlled group of corporations or group of trades or businesses under common control within the meaning of Code Sections 414(b) or (c); provided that for purpose of determining when a Participant has incurred a Separation from Service, the phrase “at least fifty percent (50%)” shall be used in place of “at least eighty percent (80%)” each place it appears in Code Section 414(b) and (c) and the regulations thereunder.

(d) Annual Incentive (STIP) Deferral: See Section 1.01(l)(ii).

(e) Base Compensation: The base salary or wage payable by a Participating Employer to an Eligible Employee for services performed prior to reduction for contributions by the Eligible Employee to this Plan or pre-tax or after-tax contributions by the Eligible Employee to any other employee benefit plan maintained by a Participating Employer, but exclusive of extraordinary payments such as overtime, bonuses or incentive pay, meal allowances, reimbursed expenses, termination pay, moving pay, commuting expenses, severance pay, non-elective deferred compensation payments or accruals, stock options or restricted stock or restricted stock

units, Long-Term Cash incentive payments, Leadership STIP payments, Performance Shares, or the value of employer-provided fringe benefits or coverage, all as determined in accordance with such uniform rules, regulations or standards as may be prescribed by the Administrator.

(f) Base Compensation Deferral: See Section 1.01(l)(i).

(g) Beneficiary: The person or entity designated by a Participant to be his or her beneficiary for purposes of this Plan. If a beneficiary dies before receiving all payments due such beneficiary, any remaining payments will be made to the designated beneficiary’s estate unless a contingent beneficiary was designated by the Participant as to such amounts. If there is a contingent beneficiary payments will be made to the contingent beneficiary and, if such contingent beneficiary dies, any remaining payments will be made to the contingent beneficiary’s estate. If there is no beneficiary designation in force when Plan benefits become payable upon the death of a Participant, payment shall be made to the Participant’s current spouse, or if the Participant is not married or the spouse is not then living, to the Participant’s estate. Beneficiary designations shall be in such form specified by the Administrator, which may include a requirement to use an electronic or on-line designation system. A Participant’s Beneficiary designation shall become effective only upon receipt by the Administrator or its delegate.

(h) Board: The Board of Directors of the Company.

(i) Code: The Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.

(j) Committee: The Human Resources Committee of the Board.

(k) Company: Harley-Davidson, Inc., or any successor thereto.

(l) Deferral: An amount credited to the Participant’s Account under the Plan, either as a result of the Participant’s election to receive such credit in lieu of the current payment of an

equal amount of compensation to the Participant, or on a non-elective basis. Deferrals include the following:


(i)	Base Compensation Deferral: A Deferral of all or a portion of a Participant’s Base Compensation in accordance with Section 3.01.


(ii)	Annual Incentive (STIP) Deferral: A Deferral of all or a portion of a Participant’s annual cash incentive award in accordance with Section 3.02 (not including a Leadership STIP award).


(iii)	Restricted Stock Deferral: A Deferral of all or a portion of a Participant’s restricted stock or restricted stock unit award granted prior to January 1, 2017 under the Incentive Stock Plan, in accordance with Section 3.03.


(iv)	Employer Credits. An amount credited to the Participant’s Account in accordance with Sections 3.04, 3.05 or 3.06.

(m) Disability: The inability of a Participant to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the Administrator.

(n) Distribution Month: Subject to Section 6.11, with respect to any distribution that is to be made on account of the Participant’s Separation from Service, either:


(i)	with respect to a Participant who is a Specified Employee on the date of the Participant’s Separation from Service, either (A) the month in which occurs the six (6) month anniversary of the Participant’s Separation from Service if such six (6) month anniversary occurs prior to the fifth (5^th)

day of the month, or (B) in any other case, the month following the month in which occurs the six (6) month anniversary of the Participant’s Separation from Service.

(ii)

with respect to a Participant who is not a Specified Employee on the date of the Participant’s Separation from Service, either (A) the first (1^st) calendar month following the month in which occurs the Participant’s Separation from Service if there are at least thirty (30) calendar days between the date of the Participant’s Separation from Service and the fifth (5^th) day of the following month, or (B) in any other case, the second (2^nd) calendar month following the calendar month in which occurs the Participant’s Separation from Service. For purposes of the thirty (30) calendar day rule, the day on which the Participant’s Separation from Service occurs is not counted.

(o) Eligible Employee: A common law employee of a Participating Employer who has been designated by the Administrator or the Committee as being eligible to participate in this Plan or who is eligible for the benefits described in Section 3.05.

(p) Employer Retirement Contribution: The non-elective contribution made to the Retirement Savings Plan on behalf of certain Participants whose date of hire or rehire occurred on or after August 1, 2006.

(q) ERISA: The Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.

(r) Fixed Date Election: A Participant’s distribution election or elections made in accordance with Section 5.02 and which is (are) given effect only if the Participant has not

incurred a Separation from Service prior to the first day of the month in which distribution pursuant to the Participant’s Fixed Date Election is to be made or commence.

(s) Incentive Stock Plan: The Harley-Davidson, Inc. 2014 Incentive Stock Plan, or any predecessor or successor to such plan.

(t) Investment Options: The hypothetical investment options established by the Administrator from time to time (which may, but need not, be based upon one or more of the investment options available under the Retirement Savings Plan for Salaried Employees of Harley-Davidson).

(u) Matching Contribution Credits: The amounts (if any) credited in accordance with Section 3.04.

(v) Participant: An Eligible Employee or a former Eligible Employee with an undistributed Account balance under the Plan.

(w) Participating Employer: The Company and each Affiliate that, with the consent of the Administrator or the Committee, participates in the Plan for the benefit of one or more Participants.

(x) Plan: The Harley-Davidson Management Deferred Compensation Plan, as amended and in effect from time to time.

(y) Plan Year: The twelve (12) month period beginning on January 1 and ending on December 31 of each year.

(z) Retirement Distribution Election: A Participant’s distribution election or elections made in accordance with Section 5.02 and which is (are) given effect only if the Participant’s Separation from Service occurs on or after the Participant’s attainment of age fifty-five (55).

(aa) Retirement Savings Plan; The Harley-Davidson Retirement Savings Plan for Salaried Employees.

(bb) Separation from Service: The date on which a Participant separates from service (within the meaning of Code Section 409A) from the Company and all Affiliates. A Separation from Service occurs when the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company and its Affiliates after that date or that the level of bona fide services the Participant will perform after such date as an employee of the Company or an Affiliate will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its Affiliates over the immediately preceding thirty-six (36) month period (or such lesser period of services). The Participant is not considered to have incurred a Separation from Service if the Participant is absent from active employment due to military leave, sick leave or other bona fide reason if the period of such leave does not exceed the greater of (i) six (6) months, or (ii) the period during which the Participant’s right to reemployment by the Company or an Affiliate is provided either by statute or by contract; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to twenty-nine (29) months without causing the Participant to have incurred a Separation from Service.

(cc) Specified Employee: A Participant who, as of the date of the Participant’s Separation from Service, either (i) is treated as a Specified Employee in accordance with Code Section 409A and the rules below, or (ii) is employed at the S80 career band or above; provided that if the application of clause (ii) would result in more than two hundred (200) Participants being treated as Specified Employees at any point in time, Specified Employees shall be limited to those Participants who constitute Specified Employees under clause (i) above and such number of additional Participants who are covered under clause (ii), starting with the most highly compensated, such that the total number of Specified Employees does not exceed two hundred (200). For purposes of clause (i) above, the Plan will identify Specified Employees each year as of December 31, which shall be the Plan’s Specified Employee identification date. A Participant

who is identified as of December 31 as satisfying the requirements for classification as a Specified Employee will be treated as a Specified Employee for the entire twelve (12) month period that begins on the April 1 following the December 31 Specified Employee identification date and ends on the following March 31. A Participant satisfies the requirements for classification as a Specified Employee if the Participant, at any time during the 12-month period ending on the Specified Employee identification date, is (i) an officer of the Company or an Affiliate having annual compensation from the Company and its Affiliates of greater than $130,000, as indexed; provided that no more than 50 employees, or if lesser, the greater of three or 10 percent of all employees, shall be treated as officers, (ii) a five percent (5%) owner of the Company or an Affiliate, or (iii) .a one percent (1%) owner of the Company or an Affiliate having annual compensation from the Company and its Affiliates of greater than $150,000, as indexed, in all cases applied in accordance with the regulations issued by the Secretary of the Treasury under Code Section 409A.

(dd) Stock Unit: A hypothetical share of common stock of Harley-Davidson, Inc.

(ee) Valuation Date (and Applicable Valuation Date): See Section 4.03.

Section 1.02. Construction and Applicable Law.

(a) Wherever any words are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are use in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. Titles of articles and sections are for general information only, and the Plan is not to be construed by reference to such items.

(b) This Plan is intended to be a plan of deferred compensation maintained for a select group of management or highly compensated employees as that term is used in ERISA, and shall be interpreted so as to comply with the applicable requirements thereof. In all other respects, the Plan is to be construed and its validity determined according to the laws of the State of Wisconsin (without reference to conflict of law principles thereof) to the extent such laws are not preempted by federal law, and any action for benefits under the Plan or to enforce the terms

of the Plan shall be heard in the State of Wisconsin by the court with jurisdiction over the claim. In case any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, but the Plan shall, to the extent possible, be construed and enforced as if the illegal or invalid provision had never been inserted.

ARTICLE II. PARTICIPATION

Section 2.01. Eligibility.

Except for Section 3.05, an employee shall be eligible to participate in the Plan only if the employee is employed by a Participating Employer and if the employee has been designated as an Eligible Employee by the Administrator or the Committee. When designating an employee as an Eligible Employee, the Administrator or the Committee, in its or their sole discretion, may designate the employee for participation in the entire Plan or any part thereof. Unless otherwise determined by the Administrator or the Committee, an employee who satisfies the requirements Section 3.05 is eligible to participate in the Plan with respect to the benefits described in that Section, whether or not the employee has been designated for participation in the other components of the Plan.

ARTICLE III. EMPLOYEE DEFERRED COMPENSATION

Section 3.01. Deferrals Of Base Compensation.

(a) Amount. A Participant may elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the Base Compensation that would otherwise be paid to the Participant. A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 85% or such lower percentage specified by the Administrator) of the Participant’s Base Compensation that the Participant wishes to defer. The minimum annual Base Compensation Deferral for any Plan Year is $5,000 (or if the Participant has designated a percentage of Base Compensation to be deferred, the percentage that, when applied to the Participant’s Base Compensation rate at the time the Deferral election is made, is expected to result in an

annual Base Compensation Deferral of at least $5,000). The maximum Base Compensation Deferral and Annual Incentive (STIP) Deferral, in the aggregate, for any Plan Year is limited to $999,999.99.

(b) Initial Deferral Election.

(i)

In the case of a Participant who has been designated for participation for the first time (and who has not previously been designated as being eligible for participation in another deferred compensation plan that is required to be aggregated with this Plan for purposes of Code Section 409A), the Participant may submit his or her initial Base Compensation Deferral election within thirty (30) days of being designated for participation in the Plan. If the Participant does so, the Participant’s validly executed Base Compensation Deferral election shall become effective with respect to Base Compensation attributable to services to be performed subsequent to the date on which the election is filed with the Administrator.

(ii)

In any other case, the Participant may elect to make Base Compensation Deferrals by submitting Base Compensation Deferral election, in such form and manner as the Administrator may prescribe, to the Administrator, but the election shall be treated as a Base Compensation Deferral election for the next following calendar year, and will become effective and shall apply only to Base Compensation attributable to services performed on or after January 1 of the calendar year following the calendar year during which the election is received by the Administrator.

(iii)

A Participant who was previously eligible for the Plan with respect to a prior period of employment but who ceased to be eligible to participate in the Plan (other than with respect to the accrual of deemed investment gain or loss) due to Separation from Service or transfer to an ineligible employment position, and who again is designated for participation following rehire or transfer back into an eligible employment position, may be treated as being eligible to participate for the “first time” if the Participant had not been eligible to participate in this Plan (or any other deferred compensation plan that is required to be aggregated with this Plan for purposes of Code Section 409A) at any time during the twenty-four (24) month period ending on the date the Participant again becomes eligible to again participate in the Plan.


(iv)	A Participant’s Base Compensation Deferral election is effective only for the calendar year to which the election relates, and shall not carry-over from year to year.

(c) Revised Deferral Election. Except as set forth in Section 3.07 or to the extent that the Administrator is permitted (and elects) to give earlier effect to a Participant’s revocation or revision to his or her Base Compensation Deferral election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, a Participant’s Deferral election, once effective with respect to a calendar year, may not be revoked or modified with respect to Base Compensation for that calendar year. A Participant may modify his or her then- current Base Compensation Deferral election by filing a revised Base Compensation Deferral election, in such form and manner as the Administrator may prescribe, with the Administrator. However, except to the extent that the Administrator is permitted (and elects) to give earlier effect to a Participant’s revised election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, the revised election will be treated as a Base

Compensation Deferral election for the next following calendar year, and will be effective only with respect to Base Compensation for services performed on or after January 1 of the calendar year following the calendar year during which the revised election is received by the Administrator. .

(d) Base Compensation Paid Following Year End For the Payroll Period That Includes December 31. For purposes of applying a Participant’s Base Compensation Deferral election, Base Compensation paid after December 31 of a calendar year that is attributable solely to services performed during the payroll period that includes December 31, if paid in accordance with the normal timing arrangement by which a Participating Employer compensates employees for services rendered, is treated as Base Compensation for services performed in the subsequent calendar year, even though part or all of the Participant’s services might have been performed in the prior calendar year.

Section 3.02. Deferrals of Annual Incentive (STIP) Awards.

(a) Amount. A Participant may irrevocably elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the annual cash incentive that may be awarded and that would otherwise be paid to the Participant with respect to any calendar year. A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 85% or such lesser amount or percentage as may be established by the Administrator, or as may be consistent with Code Section 409A and necessary in order to comply with applicable withholding obligations, whether attributable to withholdings required under applicable law or other authorized withholdings) of the Participant’s annual cash incentive that the Participant wishes to defer. The maximum Annual Incentive (STIP) Deferral and Base Compensation Deferral, in the aggregate, for any Plan Year is limited to $999,999.99. Awards made under the Leadership STIP program are not eligible for deferral.

(b) Deferral Election. In the case of any annual cash incentive award that does not constitute performance-based compensation for purposes of Code Section 409A, a validly executed Annual Incentive (STIP) Deferral election shall be effective only if the Annual Incentive (STIP) Deferral election is received by the Administrator prior to the last day of the

calendar year preceding the calendar year in which the Participant performs the services on which the incentive award is based, or by such other time as provided in regulations promulgated by the Secretary of the Treasury and adopted by the Administrator. In the case of any annual cash incentive award that constitutes performance-based compensation for purposes of Code Section 409A, a validly executed Annual Incentive (STIP) Deferral election shall become effective with respect to incentive pay that may be awarded to the Participant with respect to a calendar year if the Participant’s Deferral election is received by the Administrator at least six (6) months prior to the end of the (calendar year) performance period for the incentive award, or by such earlier (but not later) date as the Administrator may establish. A Participant’s Annual Incentive (STIP) Deferral election with respect to any calendar year performance period becomes irrevocable six (6) months prior to the end of such performance period (or such earlier but not later date as the Administrator may prescribe), and the Participant may not thereafter revoke or modify his or her election, except as may be permitted either under Section 3.07 or by the Administrator in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A. A Participant’s election to defer payment of an incentive award shall be effective only for the performance period to which the election relates, and shall not carry over from year to year.

Section 3.03. Restricted Stock Deferrals.

(a) Amount. A Participant may elect, in such form and manner as the Administrator may prescribe, to defer payment of all or any portion of any restricted stock or restricted stock unit award that the Participant receives prior to January 1, 2017 under the Incentive Stock Plan. A Participant’s election shall specify the whole number of shares or units (up to 100% of such shares or units, or such lesser number or percentage as may be established by the Administrator or as may be consistent with Code Section 409A and necessary in order to comply with applicable withholding obligations, whether attributable to withholdings required under applicable law or other authorized withholdings) of the Participant’s award that the Participant wishes to defer; provided that if the Participant specifies a deferral percentage and application of that percentage does not produce a whole number of shares or units, the number of shares or units to be deferred shall be increased to the next higher whole number of share or units.

Deferrals are not permitted with respect to restricted stock or restricted stock unit awards that the Participant receives on or after January 1, 2017.

(b) Deferral Election. In the case of any award that is not performance-based compensation for purposes of Code Section 409A, a validly executed Restricted Stock Deferral election shall be effective only if the Restricted Stock Deferral election is received by the Administrator prior to the last day of the calendar year preceding the calendar year in which begins the service period for which the restricted stock or restricted stock units are granted, or by such other time as provided in regulations promulgated by the Secretary of the Treasury and adopted by the Administrator. In the case of any award that is performance-based compensation for purposes of Code Section 409A, a validly executed Restricted Stock Deferral election shall become effective with respect to shares or units to be earned by the Participant with respect to any performance period if the Participant’s Restricted Stock Deferral election is received by the Administrator at least six (6) months prior to the end of such performance period or by such earlier (but not later) date as the Administrator may establish. A Participant’s Restricted Stock Deferral election with respect to any performance period becomes irrevocable six (6) months prior to the end of such performance period (or such earlier but not later date as the Administrator may prescribe), and the Participant may not thereafter revoke or modify his or her election, except as may be permitted by the Administrator in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A. A Participant’s Restricted Stock Deferral election shall be effective only for the particular restricted stock or restricted stock unit award to which the election relates, and a Participant’s election does not carry over from award to award.

(c) Crediting of Stock Units. A Participant who has made a Restricted Stock Deferral election will be credited under this Plan, on a one-for-one basis, with a number of Stock Units equal to the number of shares of restricted stock or the number of stock units that originally were granted to the Participant under the Incentive Stock Plan but that the Participant has elected to defer under this Plan as a Restricted Stock Deferral. Any cash dividends (or similar distribution) that would have been payable on the Stock Units credited to a Participant’s Account if such Stock Units were actual shares of Harley-Davidson, Inc. common stock will be credited to the

Participant’s Account in the form of additional Stock Units (with respect to Restricted Stock Deferrals made prior to the January 1, 2011) or in the form of cash (with respect to Restricted Stock Deferrals made on or after January 1, 2011). The conversion from cash to Stock Units (where applicable) shall be accomplished by dividing the amount of the dividend or distribution by the closing price of a share of Harley-Davidson, Inc. common stock on the payment date for the dividend or distribution.

(d) Vesting. Unless otherwise determined by the Committee, the Participant’s interest in Stock Units attributable to a Restricted Stock Deferral shall be subject to the same vesting or forfeiture conditions to which the Participant would have been subject if the Participant had received the restricted stock or restricted stock unit award directly rather than electing to defer delivery of such award. Similarly, unless otherwise determined by the Committee, the dividend (or distribution) credits shall be subject to the same vesting or forfeiture conditions as would have applied to such dividend or distribution if the Participant had not made a Deferral election with respect to restricted stock or restricted stock unit award.

(e) Adjustments. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, stock dividend or stock split involving Harley-Davidson, Inc. common stock, or other event in which Harley-Davidson, Inc. common stock is subdivided or combined, or a cash dividend is declared the amount of which, on a per share basis, exceeds fifteen percent (15%) of the fair market value of a share of Harley-Davidson, Inc. common stock, at the time the dividend is declared, or Harley-Davidson, Inc. shall effect any other dividend or other distribution of Harley-Davidson, Inc. common stock that the Board determines by resolution is extraordinary or special in nature or that is in connection with a transaction that Harley-Davidson, Inc. characterizes publicly as a recapitalization or reorganization of Harley-Davidson, Inc. common stock or words of similar import, or any other event shall occur, which, in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, the Committee shall make appropriate equitable adjustments with respect to the Stock Units (if any) credited to the Account of each Participant. The nature of any such adjustment shall be determined by the Committee, in its discretion.

(f) Share Counting. Shares of Harley-Davidson, Inc. common stock distributed in settlement of a Participant’s Stock Units, including the shares distributed in settlement of dividend (or distribution) credits that were made in the form of additional Stock Units, shall be charged against the pool of available shares under the Incentive Stock Plan.

Section 3.04. Matching Contribution Credits.

The Administrator will credit to the Account of each Participant who has been designated for participation in the Matching Contribution Credit component of the Plan a Matching Contribution Credit (denominated in cash). For each year, the Matching Contribution Credit will be equal to the difference between (a) the matching contribution that would have been credited to the Participant’s account under the Retirement Savings Plan for the applicable year if (i) the Participant’s contributions to the Retirement Savings Plan had included the Base Compensation Deferrals and Annual Incentive (STIP) Deferrals made by the Participant under this Plan and (ii) the matching contribution under the Retirement Savings Plan were calculated without regard to the maximum compensation limitation of Code Section 401(a)(17), the maximum limit on elective deferrals under Code Section 402(g), and/or the maximum annual addition limitation of Code Section 415, and (b) the matching contribution actually credited to the Participant’s account under the Retirement Savings Plan for the year. This Matching Contribution Credit will be made in the first quarter of the year following the year to which the Matching Contribution Credit relates. The Matching Contribution Credit, and the earnings attributed to it, are subject to the vesting rules of the Retirement Savings Plan so that a Participant who incurs a Separation from Service prior to becoming vested in his or her matching contributions under the Retirement Savings Plan shall forfeit the portion of his or her Account under this Plan that is attributable to Matching Contribution Credits, and earnings thereon. Matching Contribution Credits to this Plan shall not be deemed to be an employer matching contribution to the Retirement Savings Plan for any nondiscrimination testing purposes.

Section 3.05. Employer Retirement Contribution Restoration Credits.

(a) Eligibility. Unless the Administrator or the Committee determines otherwise, a Participant (whether or not designated for participation in other aspects of the Plan) who is hired

on or after August 1, 2006 and who is covered under the Employer Retirement Contribution feature of the Retirement Savings Plan will be eligible to receive an additional credit to his or her Account for each year, in accordance with the rules of this Section, if the Participant’s Employer Retirement Contribution under the Retirement Savings Plan is restricted because of the limitations of Code Section 401(a)(17) or 415.

(b) Amount. With respect to each Participant whose Employer Retirement Contribution under the Retirement Savings Plan is restricted in the manner described in subsection (a), the Participant shall receive an additional credit under this Plan equal to the difference between (i) the Employer Retirement Contribution that would have been allocated to the Participant for the year under the Retirement Savings Plan if the Code Section 401(a)(17) and 415 limitations did not apply and if Base Compensation and Annual Incentive Pay (STIP) Deferrals (if any) made by the Participant under this Plan are treated as if they had been paid to the Participant in cash, and (ii) the Employer Retirement Contribution to which the Participant is actually entitled for such year under the Retirement Savings Plan.

(c) Vesting. A Participant will have a vested and non-forfeitable right to the credits made under this Section, and any deemed investment gains or losses on such credits, if the Participant is vested in the Employer Retirement Contributions made to his or her account under the Retirement Savings Plan. If the Participant incurs a Separation from Service prior to obtaining a vested right to the Employer Retirement Contributions under the Retirement Savings Plan, the credits made on the Participant’s behalf under this Section, together will all deemed investment gains or losses on such credits, shall be forfeited.

Section 3.06. Other Deferrals and Credits.

The Administrator or the Committee, in their discretion, may, with respect to any Participant, determine that the Participant is eligible to make Deferrals with respect to additional components of the Participant’s remuneration or receive employer contribution credits in addition to the credits described herein. In no event, however, shall the Administrator or Committee authorize such additional Deferrals or credits unless the Administrator or Committee

has first determined that the Deferrals or credits have been elected or authorized in a manner that will not result in the imposition of tax under Code Section 409A.

Section 3.07. Effect of Unforeseeable Emergency or Hardship.

Notwithstanding the general timing rules under Sections 3.01 and 3.02 that govern Participant Deferral elections, if a Participant receives a distribution on account of (a) “unforeseeable emergency” under Section 5.07 or (b) a distribution on account of “hardship” under the Retirement Savings Plan or any other qualified plan maintained by the Company or an Affiliate that includes a qualified cash or deferred arrangement under Code Section 401(k) where such plan requires the Participant to cease qualified and non-qualified deferrals as a condition of receiving the distribution, then the Participant’s then-existing Base Compensation Deferral election, Annual Incentive (STIP) Deferral election, and any Restricted Stock Deferral election shall be terminated (and not merely suspended) in accordance with Code Section 409A. Any Deferral election made after a termination of a Deferral election due to hardship or unforeseeable emergency will be considered an “initial deferral election” that is subject to the rules of this Plan and Code Section 409A and the regulations promulgated thereunder with respect to “initial deferral elections.”

ARTICLE IV. ACCOUNTING AND HYPOTHETICAL INVESTMENT ELECTIONS

Section 4.01. Investment Options.

The Administrator may designate two or more Investment Options. The Administrator’s designation of an Investment Option does not imply any obligation on the part of the Participating Employers to set aside or otherwise invest funds in the designated Investment Option. The Investment Option serves merely as a device for determining the amount of deemed investment gain or loss to be credited or charged to the Participant’s Account. Further, the Administrator may at any time modify the roster of available Investment Options, including the elimination of any Investment Option that was previously available under the Plan.

Section 4.02. Participant Investment Elections.

(a) This Section applies to the deemed investment of a Participant’s Account, other than the portion attributable to Restricted Stock Deferrals and the portion that is credited with interest at the Plan Interest Rate in accordance with Section 4.05. The portion of a Participant’s Account that is attributable to Restricted Stock Deferrals is deemed to be invested in Stock Units, and the Participant is not permitted to exercise investment discretion with respect to this portion. The portion of the Participant’s overall Account balance to which this Section applies is referred to as the Eligible Account Balance.

(b) In accordance with uniform rules prescribed by the Administrator, a Participant may at any time designate, in writing or in such other manner as the Administrator may prescribe, how his or her Eligible Account Balance shall be deemed to be invested among the Investment Options or to change a previous investment designation. A Participant, in his or her investment designation, shall indicate whether the investment designation shall operate (i) to reallocate the Eligible Account Balance (as of the effective date of the election) in the percentages specified by the Participant in his or her investment election, and/or (ii) as a direction with respect to the deemed investment of future Deferrals for which Participant investment direction is available. Even though a Participant may make separate Retirement Distribution Elections or Fixed Date Elections with respect to certain types of Deferrals (or groups of Deferral types), as described in Section 5.02, the Participant is not permitted to make a separate investment election that corresponds to the Deferrals covered by each separate Retirement Distribution Election or Fixed Date Election. However, the Administrator may permit the Participant to make different investment elections with respect to designated portions of the Participant’s Eligible Account Balance. If the Participant fails to make a timely and complete investment designation with respect to any portion of the Eligible Account Balance, he or she shall be deemed to have elected that 100% of the portion of the Eligible Account Balance for which no direction has been received shall be deemed to be invested in the Fidelity Investment Grade Bond Fund or such other default Investment Option specified by the Administrator.

(c) When selecting more than one Investment Option, the Participant shall designate, in whole multiples of 1% or such other percentage determined by the Administrator, the percentage to be allocated to each Investment Option.

(d) A Participant’s investment election or deemed investment election shall become effective on the date established by the Administrator for this purpose, and shall remain in effect unless and until modified by a subsequent election that becomes effective in accordance with the rules of this Section.

(e) Other than a reallocation of part or all of a Participant’s Eligible Account Balance pursuant to a revised investment election submitted by the Participant, the deemed investment allocation of a Participant will not be adjusted to reflect differences in the relative investment return realized by the various hypothetical Investment Options that the Participant has designated, i.e., the Participant’s Account will not be periodically “rebalanced” to return the investment allocation of the Participant’s account to the investment allocation in effect on the effective date of the Participant’s most recent investment election.

Section 4.03. Allocation of Deemed Investment Gain or Loss.

(a) Valuation Date. Subject to Section 4.05, as of each day for which the New York Stock Exchange is open for business (each, a “Valuation Date”), the Account of each Participant will be credited (or charged) based upon the investment gain (or loss) that the Participant would have realized with respect to his or her Account since the immediately preceding Valuation Date had the Account been invested in accordance with the terms of the Plan and, with respect to the Participant’s Eligible Account Balance, the Participant’s actual or deemed investment election.

(b) Applicable Valuation Date. With respect to a distribution to be made in any calendar month, the Applicable Valuation Date is the fifth (5^th) day of the month, or if such date is not a Valuation Date, the first day prior thereto that is a Valuation Date.

Section 4.04. Accounts are For Record Keeping Purposes Only.

Plan Accounts and the record keeping procedures described herein serve solely as a device for determining the amount of benefits accumulated by a Participant under the Plan, and shall not constitute or imply an obligation on the part of any Participating Employer to establish a trust or otherwise set aside assets to provide for such benefits. In any event, a Participating Employer may, in its discretion, set aside assets and/or contribute to a trust assets equal to part or all of such account balances and invest such assets in life insurance or any other investment deemed appropriate. Any such assets held by a Participating Employer or in a trust shall be and remain the sole property of the Participating Employer or the trust, as applicable, and a Participant shall have no proprietary rights of any nature whatsoever with respect to such assets.

Section 4.05. Pre-2000 Deferrals Under Program A.

(a) Notwithstanding anything to the contrary herein, this Section applies to Deferrals made prior to January 1, 2000 that are credited under the Life Insurance Investment Program (sometimes referred to herein as “Program A”)

(b) The Life Insurance Investment Program was the original investment program that has been available under the Plan since 1988. Under the Life Insurance Investment Program or Program A, a Participant’s deferred compensation amounts were credited to a special Account (the “Program A Account”) that is credited with interest in accordance with subsection (c) below (the “Plan Interest Rate”), and with respect to which a potential death benefit (described in subsection (d) below) may become payable. The Life Insurance Investment Program was closed to new Deferrals effective January 1, 2000. A Participant may elect that the Participant’s Program A Account shall cease to be credited with interest at the Plan Interest Rate and shall thereafter be deemed to be invested in accordance with Sections 4.01 through 4.04 above. A Participant who elects to have the Participant’s Program A Account deemed to be invested in accordance with Sections 4.01 through 4.04 above may not thereafter elect to have the Program A Account credited with interest at the Plan Interest Rate.

(c) For each twelve (12) consecutive month period beginning on September 1 of each year and ending on August 31 of the following year, the Plan Interest Rate is the Moody’s Long Term Bond Rate in effect on such September 1 (or the last business day immediately preceding such date if September 1 is a Saturday, Sunday or legal holiday).

(d) Upon the death of a Participant prior to termination of employment, and before any benefit payments have been made or have started, the Company will pay to the designated Beneficiary of a Participant with a Program A Account, as compensation for services rendered prior to the date of death, a benefit equal to the Participant’s Program A Account measured as of the last day of the calendar year quarter in which the date of death occurred or, if greater, a death benefit determined as follows:



Age at Deferral	Multiple of Program A Deferral Commitments Determined Separately as to Each Deferral Commitment

Through 45	5.0
46	4.8
47	4.6
48	4.4
49	4.2
50	4.0

51	3.8
52	3.6
53	3.4
54	3.2
55	3.0

56	2.8
57	2.6
58	2.4
59	2.2
60	2.0

61	1.8
62	1.6
63	1.4
64	1.2
65 and over	1.0

(e) Following the Participant’s death, no additional earnings are credited on the portion of any death benefit amount that is determined as a multiple of a Participant’s Program A deferral commitment.

(f) If there is a reduction in a Program A Account, including a premature distribution from a Program A Account due to unforeseen emergency, the Administrator will advise the Participant as to the corresponding effect on the Participant’s death benefit. If a Participant has made more than one Deferral commitment under Program A, the Participant’s death benefit will be

separately determined for each commitment. A special rule applies, however, for any Participant who was not insurable for a death benefit larger than the “guaranteed issue” amount available to the Company at standard rates when the Participant, prior to January 1, 2000, completed a deferred compensation agreement calling for a Deferral commitment to Program A. In that case, the affected Participant’s death benefit with respect to such Deferral commitment is limited to the greater of (i) the balance in the Participant’s Program A Account attributable to such Deferral commitment, or (ii) an amount of death benefit able to be insured by the Company at standard rates at the time the Participant completed his or her deferred compensation agreement providing for such Program A Deferral commitment.

ARTICLE V. DISTRIBUTION OF ACCOUNTS

Section 5.01. In General.

Distribution of a Participant’s vested Account will be made in accordance with this Article V. The manner in which a Participant’s Account will be distributed depends upon the Participant’s distribution elections and whether the Participant has attained age fifty-five (55) on or prior to the date on which the Participant incurs a Separation from Service.

Section 5.02. Initial Distribution Elections.

(a) For Deferrals Related to Service Performed on or After January 1, 2010. Prior to the first day of each calendar year beginning on or after January 1, 2010, the Participant shall make a Retirement Distribution Election, and may make a Fixed Date Election, in each case that will apply to the Deferrals attributable to services to be rendered during the calendar year; provided that with respect any Annual Incentive (STIP) Deferral with respect to incentive pay that constitutes performance-based compensation for purposes of Code Section 409A, the Participant’s Retirement Distribution Election and (if desired) Fixed Date Election shall be made no later than the date specified in Section 3.02(b) for making a Deferral election with repsect to performance-based compensation. For each calendar year, the Participant may make a separate election for (A) Base Compensation Deferrals/Restricted Stock Deferrals (in the case of a

Retirement Distribution Election, a single election covers both types of Deferrals) or Base Compensation Deferrals (in the case of a Fixed Date Election), (B) Annual Incentive (STIP) Deferrals, and (C) one or more other categories of credits, e.g., credits under Sections 3.04, 3.05 and 3.06, as may be permitted by the Administrator. The Participant’s elections do not carry over from year to year.

(i)

Retirement Distribution Election. In the Retirement Distribution election, the Participant elects the distribution period of from one (1) to fifteen (15) annual installments. The Participant’s Retirement Distribution Election is given effect only if the Participant’s Separation from Service occurs on or after the Participant’s attainment of age fifty-five (55). If the Participant fails to timely make an election with respect to any Deferrals, the Participant is deemed to have elected distribution in a single sum payment, i.e., one (1) annual installment.

(ii)

Fixed Date Election. A Participant may (but need not) make a Fixed Date Election, other than with respect to Restricted Stock Deferrals. In the Fixed Date Election, the Participant elects distribution, in from one (1) to fifteen (15) annual installments, to be made (or commence) at a fixed date (month and year), e.g., June, 2021. The Participant’s Fixed Date Election is given effect only if the Participant has not incurred a Separation from Service prior to the first day of the month in which distribution pursuant to the Participant’s Fixed Date election is to be made or commence. The Fixed Date Election is an optional election, and there is no deemed distribution election for a Participant who does not timely make an election with respect to any Deferral.

(b) For Deferrals Related to Service Performed Prior to January 1, 2010. Each Participant has in effect a single distribution Retirement Distribution Election (or deemed Retirement Distribution Election) that governs the distribution of that portion of the Participant’s Account that is attributable to Deferrals that date to service performed prior to January 1, 2010, including deemed investment gain or loss on such amounts. The Participant was (and is) not permitted to make separate distribution elections with respect to each year or with respect to different Deferral types. The Participant’s Retirement Distribution Election is given effect only if the Participant’s Separation from Service occurs on or after the Participant’s attainment of age fifty-five (55). If the Participant failed to make an election with respect to any Deferrals, the Participant’s deemed Retirement Distribution Election with respect to such Deferral is determined in accordance with the Plan as in effect at the time of the Deferral. (The Fixed Date Election is not available with respect to Deferrals related to service performed prior to January 1, 2010.)

(c) Distribution Election Procedures. A distribution election or modified distribution election (pursuant to Section 5.03) shall be deemed made only when it is received and accepted as complete by the Administrator.

Section 5.03. Modification of Distribution Election.

(a) A Participant may modify a distribution election (or deemed distribution election) only if (i) the Participant’s application to modify the Participant’s distribution election is approved by the Administrator, (ii) the revised distribution election is submitted to the Administrator at least twelve (12) months prior to the first scheduled payment date under the Participant’s then-current distribution election and the revised election is not given effect for twelve (12) months after the date on which the revised election is submitted, and (iii) except as permitted under Code Section 409A, payment pursuant to the revised distribution election is deferred for at least five (5) years from the date payment would otherwise have been made under the Participant’s prior distribution election (as opposed to five (5) years from the date on which the revised distribution election is submitted). For purposes of applying the rules of Code Section 409A, a series of installment payments will be considered a single payment form.

(b) Notwithstanding the foregoing, subsection (a) above shall not apply to a Participant whose Account consists exclusively of amounts that are exempt from Code Section 409A because the amounts are attributable to Deferrals made and vested prior to January 1, 2005 pursuant to a program that has not been “materially modified” after October 3, 2004. Any such Participant’s ability to change the time or form of distribution is governed under the terms of the program as in effect on October 3, 2004.

Section 5.04. Distribution of Vested Account Balances.

Subject to the rules of Section 5.05 below, a Participant’s vested Account shall be distributed as follows:

(a) Distribution Pursuant to Fixed Date Election. If the Participant has in effect a Fixed Date Election with respect to any Deferral and the Participant has not incurred a Separation from Service prior to the first day of the month in which distribution pursuant to the Fixed Date Election is to be made or commence, distribution will be made (or in the case of annual installment payments over two (2) or more years, commence) in the month and year indicated by the Participant in his or her Fixed Date Election. In the case of annual installments, subsequent installments shall be paid in the same month of each succeeding year during the selected distribution period. If the Participant incurs a Separation from Service prior to first day of the month in which distribution pursuant to the Fixed Date Election is to be made or commence, the Fixed Date Election is not given effect.

(b) Separation From Service Prior to Age 55. If the Participant incurs a Separation from Service prior to attaining fifty-five (55) years of age, and if such Separation from Service occurs prior to the first day of the month in which distribution pursuant to a Fixed Date Election is to be made or commence, the Participant’s vested Account will be distributed in a single sum payment notwithstanding any contrary distribution election made by the Participant. Payment will be made in the Distribution Month following the Participant’s Separation from Service..

(c) Separation From Service on or After Age 55. If the Participant’s Separation from Service occurs on or after the Participant’s attainment of fifty-five (55) years of age, and if such

Separation from Service occurs prior to the first day of the month in which distribution pursuant to a Fixed Date Election is to be made or commence, the Participant’s vested Account balance will be distributed in accordance with the Participant’s Retirement Distribution Election. Payment will be made (or in the case of annual installments over two (2) or more years, commence) in the Distribution Month following the Participant’s Separation from Service. In the case of annual installments, subsequent installments shall be paid in the same month of each succeeding year during the selected distribution period.

Section 5.05. Additional Distribution Rules.

(a) Applicable Valuation Date. For purposes of calculating the amount of the distribution to be made in any month pursuant to a Participant’s Fixed Date Election or Retirement Distribution Election, the Participant’s Account shall be valued as of the Applicable Valuation Date.

(b) Calculation of Installment Distributions. In the case of annual installment payments over two (2) or more years, the amount to be distributed in any year will be equal to the amount determined by multiplying the Participant’s vested Account balance (or in the case of a distribution election that applies to a portion of the Participant’s vested Account balance, the relevant portion of the vested Account balance) as of the Applicable Valuation Date by a fraction, the numerator of which is one (1) and the denominator of which is the number of years remaining in the installment period (including the year for which payment is being calculated). During the installment payment period, the undistributed Account will continue to be credited or charged with deemed investment gains or losses in the same way that deemed gains or losses are credited or charged while the Participant is employed.

(c) Form of Distribution. Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the Participant shall receive one (1) share of Harley-Davidson, Inc. common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit.

(d) Six Month Payment Delay for Specified Employees. Except as provided in Section 6.11(c), in the case of a Participant who is a Specified Employee on the date of the

Participant’s Separation from Service, any distribution that is conditioned upon the Participant’s Separation from Service (for any reason other than death) is subject to a mandatory six (6) month payment delay, as set forth in the definition of Distribution Month.

(e) Compliance With Section 409A Payment Rules. Notwithstanding anything to the contrary herein, the timing of any payment shall be modified to the extent necessary to comply with Code Section 409A and the regulations thereunder. Further, nothing in the foregoing distribution rules modifies the form and time of payment applicable to a Participant who is in pay status and is receiving installment payments under a prior or preexisting payment schedule.

Section 5.06. Death Benefit Payments.

(a) Death Prior to Separation from Service. Upon the death of a Participant prior to the Participant’s Separation from Service, the Participant’s Beneficiary will receive a single sum benefit equal to the Participant’s vested undistributed Account balance, valued as of the Applicable Valuation Date for the month in which payment is made. The distribution will be made within ninety (90) days following the Participant’s death. The six (6) month payment delay for Participants who are Specified Employees will not apply. Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the Beneficiary shall receive one (1) share of Harley-Davidson, Inc. common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit. This subsection does not apply to any benefit that is distributable to the Participant’s Beneficiary pursuant to Section 4.05(d).

(b) Death After Separation from Service. Upon the death of a Participant following the Participant’s Separation from Service but prior to completion of distribution of the Participant’s vested Account, the Participant’s Beneficiary will receive a single sum benefit equal to the Participant’s undistributed vested Account balance, valued as of the Applicable Valuation Date for the month in which payment is made. The distribution will be made within ninety (90) days following the Participant’s death. The six (6) month payment delay for Participants who are Specified Employees will not apply. Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the

Beneficiary shall receive one (1) share of Harley-Davidson, Inc. common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit.

Section 5.07. Hardship Withdrawals.

A Participant who has incurred an “unforeseeable emergency” may request, and the Administrator may (but need not) approve a distribution of part or all of the Participant’s vested Account balance, in accordance with and subject to the limitations set forth in this Section. An “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152(a) without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The amount authorized by the Administrator for distribution with respect to an emergency may not exceed the amounts necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship.

Section 5.08. Automatic Single Sum Distribution.

In the case of any Participant or Beneficiary whose vested Account (when added to the balance of any other account under a non-qualified deferred compensation arrangement that is required to be aggregated with this Plan under Code Section 409A) has a value equal to or less than the applicable dollar amount under Code Section 402(g)(1)(B), e.g., $18,000 for 2015, the Account will be distributed in the form of a single sum payment on the date on which distributions would otherwise commence, and such single sum payment shall be in lieu of any installment distribution period that would otherwise apply. Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the Participant shall receive one (1) share of Harley-Davidson, Inc.

common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit.

Section 5.09. Acceleration of Payments Upon a Change of Control.

Notwithstanding anything herein to the contrary, upon a change of control event (within the meaning of Code Section 409A) with respect to Harley-Davidson, Inc., the Account of each Participant shall become fully and immediately vested and shall be paid to the Participant or Beneficiary, as applicable, as soon as practicable, but in no event more than thirty (30) days, after the change of control event, in a single sum payment, regardless of any Fixed Date Election or Retirement Distribution Election that the Participant has made or that is then in effect.

ARTICLE VI. GENERAL PROVISIONS

Section 6.01. Administration.

The Administrator shall administer and interpret the Plan and supervise preparation of Participant elections, forms, and any modifications thereto. The Administrator may, in its discretion, delegate any or all of its authority and responsibility, and to the extent of any such delegation, any references herein to the Administrator shall be deemed references to such delegee; provide that any such delegee shall not act in any non-ministerial fashion in a matter affecting the delegee’s own participation or interest in the Plan. Interpretation of the Plan shall be within the sole discretion of the Administrator or the Committee and shall be final and binding upon each Participant and Beneficiary. The Administrator or the Committee may adopt and modify rules and regulations relating to the Plan as it deems necessary or advisable for the administration of the Plan. Further, the Administrator shall not act in any non-ministerial fashion in any matter that affects one or more of the members of the committee that is the Administrator (unless such action affects all Participants uniformly) and any such action will be taken or decision made by the Committee.

Section 6.02. Restrictions to Comply with Applicable Law.

Notwithstanding any other provision of the Plan, the Participating Employers shall have no obligation to make any payment under the Plan unless such payment is in accordance with the terms of the Plan and will comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. The Administrator or the Committee shall have the right to restrict any transaction, or impose other rules and requirements, to the extent it deems necessary or desirable in order to comply with any law or exemption.

Section 6.03. Claims Procedures.

(a) If a Participant or Beneficiary (the “claimant”) believes that he is entitled to a benefit under the Plan that is not provided, the claimant or his or her legal representative shall file a written claim for such benefit with the Administrator, not later than ninety (90) days after the payment (or first payment) is made (or should have been made) in accordance with the terms of the Plan or in accordance with regulations issued by the Secretary of the Treasury under Code Section 409A. Any such claim shall be filed in writing stating the nature of the claim, and the facts supporting the claim, the amount claimed and the name and address of the claimant. The Administrator shall review the claim. If the Administrator denies the claim, it shall deliver, within ninety (90) days of the date the first payment was made (or should have been made) in accordance with the terms of the Plan or in accordance with regulations issued by the Secretary of the Treasury under Code Section 409A, a written notice of such denial decision. If the claimant’s claim is denied in whole or part, the Administrator shall provide written notice to the claimant of such denial. The written notice shall include the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and a description of the Plan’s review procedures (as set forth in subsection (b)) and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination upon review.

(b) The claimant has the right to appeal the Administrator’s decision by filing a written appeal to the Administrator within one hundred eighty (180) days after the payment (or

first payment) is made (or should have been made) in accordance with the terms of the Plan or in accordance with regulations issued by the Secretary of the Treasury under Code Section 409A. The claimant will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the claimant’s appeal. The claimant may submit written comments, documents, records and other information relating to his or her claim with the appeal. The Administrator will review all comments, documents, records and other information submitted by the claimant relating to the claim, regardless of whether such information was submitted or considered in the initial claim determination. The Administrator shall make a determination on the appeal within sixty (60) days after receiving the claimant’s written appeal; provided that the Administrator may determine that an additional sixty (60) day extension is necessary due to circumstances beyond the Administrator’s control, in which event the Administrator shall notify the claimant prior to the end of the initial period that an extension is needed, the reason therefor and the date by which the Administrator expects to render a decision. If the claimant’s appeal is denied in whole or part, the Administrator shall provide written notice to the claimant of such denial. The written notice shall include the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim; and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

Section 6.04. Participant Rights Unsecured.

(a) Unsecured Claim. The right of a Participant or the Participant’s Beneficiary to receive a distribution hereunder shall be an unsecured claim, and neither the Participant nor any Beneficiary shall have any rights in or against any amount credited to his or her Account or any other specific assets of a Participating Employer. The right of a Participant or Beneficiary to the payment of benefits under this Plan shall not be assigned, encumbered, or transferred, except by will or the laws of descent and distribution. The rights of a Participant hereunder are exercisable during the Participant’s lifetime only by the Participant or his or her guardian or legal representative.

(b) Contractual Obligation. The Company may authorize the creation of a trust or other arrangements to assist it in meeting the obligations created under the Plan. However, any liability to any person with respect to the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan. No obligation of a Participating Employer shall be deemed to be secured by any pledge of, or other encumbrance on, any property of a Participating Employer. Nothing contained in this Plan and no action taken pursuant to its terms shall create or be construed to create a trust of any kind, or a fiduciary relationship between a Participating Employer and any Participant or Beneficiary, or any other person.

Section 6.05. Distributions for Tax Withholding and Payment.

(a) Notwithstanding the time or schedule of payments otherwise applicable to the Participant, the Administrator may direct that distribution from a Participant’s vested Account be made (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) with respect to compensation deferred under the Plan, (ii) to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of FICA taxes, and (iii) to pay the additional income tax at source on wages attributable to the “pyramiding” of Code Section 3401 wages and taxes; provided that the total amount distributed under this provision must not exceed the aggregate of the FICA tax and the income tax withholding related to such FICA tax.

(b) The amount actually distributed to the Participant in accordance with the time or schedule of payments applicable to the Participant will be reduced by applicable tax withholding except to the extent such withholding requirements previously were satisfied in accordance with subsection (a) above.

Section 6.06. Amendment or Termination of Plan.

(a) There shall be no time limit on the duration of the Plan.

(b) The Company, by action of the Human Resources Committee of the Board, may at any time amend the Plan, including but not limited to modifying the terms and conditions

applicable to (or otherwise eliminating) Deferrals or contribution credits to be made on or after the amendment date; provided, however, that no amendment or termination may reduce or eliminate any Account balance accrued to the date of such amendment or termination (except as such Account balance may be reduced as a result of investment losses allocable to such Account).

(c) The Company, by action of the Human Resources Committee of the Board, may terminate the Plan at any time. Upon termination of the Plan, Accounts may be paid to Participants and Beneficiaries in a single sum payment, without regard to any distribution election then in effect, but only if the following are met:

(i)

The Plan is terminated within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts accrued under the Plan but not yet paid are distributed to the Participants or Beneficiaries, as applicable, by the latest of: (A) the last day of the calendar year in which the Plan termination and liquidation occurs, (B) the last day of the calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (C) the last day of the first calendar year in which payment is administratively practicable.

(ii)

The Plan is terminated at any time during the period that begins thirty (30) days prior and ends twelve (12) months following a change of control event (within the meaning of Code Section 409A), provided that all arrangements required to be aggregated with the Plan (within the meaning of Code Section 409A) sponsored by the Company or an Affiliate are terminated and liquidated with respect to each Participant that experienced the change of

control event, so that all participants under similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements.

(iii)

The Plan is terminated at any other time, provided that such termination does not occur proximate to a downturn in the financial health of the Company or an Affiliate. In such event, all amounts accrued under the Plan but not yet paid will be distributed to all Participants or Beneficiaries, as applicable, no earlier than twelve (12) months (and no later than twenty-four (24) months) after the date of termination. This provision shall not be effective unless all other plans required to be aggregated with this Plan under Code Section 409A are also terminated and liquidated. Notwithstanding the foregoing, any payment that would otherwise be paid during the twelve (12)-month period beginning on the Plan termination date pursuant to the terms of the Plan shall be paid in accordance with such terms. In addition, the Company or any Affiliate shall be prohibited from adopting a similar arrangement within three (3) years following the date of the Plan’s termination, unless any individual who was a Participant under this Plan is excluded from participating thereunder for such three (3) year period.

Except as provided in Paragraphs (i), (ii) and (iii) above or as otherwise permitted in regulations promulgated by the Secretary of the Treasury under Code Section 409A, any action that purports to terminate the Plan shall instead be construed as an amendment to discontinue further benefit accruals, but the Plan will continue to operate, in accordance with its terms as from time to time

amended and in accordance with applicable Participant elections, with respect to the Participant’s benefit accrued through the date of termination, and in no event shall any such action purporting to terminate the Plan form the basis for accelerating distributions to Participants and Beneficiaries.

Section 6.07. Administrative Expenses.

Costs of establishing and administering the Plan will be paid by the Participating Employers.

Section 6.08. Successors and Assigns.

This Plan shall be binding upon and inure to the benefit of the Participating Employers, their successors and assigns and the Participants and their heirs, executors, administrators, and legal representatives.

Section 6.09. Right of Offset.

The Participating Employers shall have the right to offset from the benefits payable hereunder (and at the time such benefit would otherwise be payable) any amount that the Participant owes to the Company or an Affiliate or other entity in which the Company or an Affiliate maintains an ownership interest. The offset shall be applied so as to include, but shall not be limited to, any fines, penalties, damages or any other amounts (including attorneys’ fees) imposed on or paid by the Company or Affiliate as a result of any conduct of the Participant during the Participant’s employment. The Company may effectuate the offset without the consent of the Participant (or the Participant’s spouse or Beneficiary, in the event of the Participant’s death).

Section 6.10. Not a Contract of Employment.

This Plan may not be construed as giving any person the right to be retained as an employee of the Company or any Affiliate.

Section 6.11. Miscellaneous Distribution Rules.

(a) Accelerated Distribution Following Section 409A Failure. If an amount under this Plan is required to be included in a Participant’s income under Code Section 409A prior to the date such amount is actually distributed, the Participant shall receive a distribution, in a lump sum, within ninety (90) days after the date it is finally determined that the Plan fails to meet the requirements of Code Section 409A. The distribution shall equal the amount required to be included in the Participant’s income as a result of such failure.

(b) Permitted Delay in Payment. If a distribution required under the terms of this Plan would jeopardize the ability of the Company or of an Affiliate to continue as a going concern, the Company or the Affiliate shall not be required to make such distribution. Rather, the distribution shall be delayed until the first date that making the distribution does not jeopardize the ability of the Company or of such Affiliate to continue as a going concern. Further, if any distribution pursuant to the Plan will violate the terms of Section 16(b) of the Securities Exchange Act of 1934 or other Federal securities laws, or any other applicable law, then the distribution shall be delayed until the earliest date on which making the distribution will not violate such law.

(c) Disregard of Six Month Delay. Notwithstanding anything herein to the contrary, if at the time of a Participant’s Separation from Service, the stock of Harley-Davidson, Inc. or any other related entity that is considered a “service recipient” within the meaning of Section 409A of the Code is not traded on an established securities market or otherwise, then the provisions of the Plan requiring that payments for Specified Employees be delayed for six months shall cease to apply. In such event, the payment (if a lump sum) or initial payment (if installments) shall be made in accordance with the rules applicable to Participants who are not Specified Employees.

Exhibit 31.1

Chief Executive Officer Certification

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, Matthew S. Levatich, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Harley-Davidson, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: November 3, 2016	/s/ Matthew S. Levatich
	Matthew S. Levatich
	President and Chief Executive Officer

Exhibit 31.2

Chief Financial Officer Certification

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, John A. Olin, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Harley-Davidson, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: November 3, 2016	/s/ John A. Olin
	John A. Olin
	Senior Vice President and
	Chief Financial Officer

Exhibit 32.1

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. sec. 1350

Solely for the purpose of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer of Harley-Davidson, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 25, 2016 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 3, 2016	/s/ Matthew S. Levatich
	Matthew S. Levatich
	President and Chief Executive Officer

	/s/ John A. Olin
	John A. Olin
	Senior Vice President and
	Chief Financial Officer

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Form 10-Q HARLEY DAVIDSON INC For: Sep 25

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