HOG - 03.29.2015 - 10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 2015
¨
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 May 1, 2015: 208,135,149 shares



Harley-Davidson, Inc.

Form 10-Q

For The Quarter Ended March 29, 2015
 
Part I
 
 
 
Item 1.
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II
 
 
 
Item 1.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 


Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
 
Three months ended
 
March 29,
2015
 
March 30,
2014
Revenue:
 
 
 
Motorcycles and Related Products
$
1,510,570

 
$
1,571,688

Financial Services
162,375

 
154,360

Total revenue
1,672,945

 
1,726,048

Costs and expenses:
 
 
 
Motorcycles and Related Products cost of goods sold
920,295

 
979,557

Financial Services interest expense
38,536

 
38,857

Financial Services provision for credit losses
26,247

 
20,331

Selling, administrative and engineering expense
277,749

 
276,421

Total costs and expenses
1,262,827

 
1,315,166

Operating income
410,118

 
410,882

Investment income
1,322

 
1,659

Interest expense
9

 
3,677

Income before provision for income taxes
411,431

 
408,864

Provision for income taxes
141,577

 
142,947

Net income
$
269,854

 
$
265,917

Earnings per common share:
 
 
 
Basic
$
1.28

 
$
1.21

Diluted
$
1.27

 
$
1.21

Cash dividends per common share
$
0.310

 
$
0.275

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


3

Table of Contents

HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
 
Three months ended
 
March 29,
2015
 
March 30,
2014
Net income
$
269,854

 
$
265,917

Other comprehensive (loss) income, net of tax
 
 
 
     Foreign currency translation adjustments
(27,021
)
 
2,948

     Derivative financial instruments
11,072

 
(227
)
     Marketable securities
(67
)
 
(42
)
     Pension and postretirement benefit plans
8,798

 
6,068

Total other comprehensive (loss) income, net of tax
$
(7,218
)
 
$
8,747

Comprehensive income
$
262,636

 
$
274,664

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



4

Table of Contents

HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
(Unaudited)
 
 
 
(Unaudited)
 
March 29,
2015
 
December 31,
2014
 
March 30,
2014
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
1,168,724

 
$
906,680

 
$
935,820

Marketable securities
57,219

 
57,325

 
92,940

Accounts receivable, net
280,497

 
247,621

 
324,979

Finance receivables, net
2,357,993

 
1,916,635

 
2,223,199

Inventories
480,941

 
448,871

 
449,044

Restricted cash
120,428

 
98,627

 
117,883

Deferred income taxes
83,519

 
89,916

 
89,070

Other current assets
164,484

 
182,420

 
127,536

Total current assets
4,713,805

 
3,948,095

 
4,360,471

Finance receivables, net
4,490,599

 
4,516,246

 
4,214,496

Property, plant and equipment, net
873,518

 
883,077

 
823,061

Prepaid pension costs

 

 
250,575

Goodwill
25,632

 
27,752

 
30,427

Deferred income taxes
72,176

 
77,835

 
3,023

Other long-term assets
88,094

 
75,092

 
47,738

 
$
10,263,824

 
$
9,528,097

 
$
9,729,791

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
440,920

 
$
196,868

 
$
454,366

Accrued liabilities
497,027

 
449,317

 
566,755

Short-term debt
70,329

 
731,786

 
974,153

Current portion of long-term debt
1,500,611

 
1,011,315

 
848,840

Total current liabilities
2,508,887

 
2,389,286

 
2,844,114

Long-term debt
4,357,538

 
3,761,528

 
3,271,648

Pension liability
71,263

 
76,186

 
37,261

Postretirement healthcare liability
199,645

 
203,006

 
212,887

Deferred income taxes

 

 
35,973

Other long-term liabilities
190,651

 
188,805

 
168,073

Commitments and contingencies (Note 16)

 

 

Shareholders’ equity:
 
 
 
 
 
Preferred stock, none issued

 

 

Common stock
3,445

 
3,442

 
3,435

Additional paid-in-capital
1,286,991

 
1,265,257

 
1,198,655

Retained earnings
8,663,427

 
8,459,040

 
8,058,119

Accumulated other comprehensive loss
(522,161
)
 
(514,943
)
 
(323,929
)
Treasury stock, at cost
(6,495,862
)
 
(6,303,510
)
 
(5,776,445
)
Total shareholders' equity
2,935,840

 
2,909,286

 
3,159,835

 
$
10,263,824

 
$
9,528,097

 
$
9,729,791




5

Table of Contents

HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(In thousands)
 
(Unaudited)
 
 
 
(Unaudited)
 
March 29,
2015
 
December 31,
2014
 
March 30,
2014
Balances held by consolidated variable interest entities (Note 5)
 
 
 
 
 
Current finance receivables, net
$
364,936

 
$
312,645

 
$
274,797

Other assets
$
3,754

 
$
3,409

 
$
3,387

Non-current finance receivables, net
$
1,511,659

 
$
1,113,801

 
$
922,060

Restricted cash - current and non-current
$
138,574

 
$
110,017

 
$
105,536

Current portion of long-term debt
$
414,665

 
$
366,889

 
$
309,250

Long-term debt
$
1,356,112

 
$
904,644

 
$
787,383

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

6

Table of Contents

HARLEY-DAVIDSON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three months ended
 
March 29,
2015
 
March 30,
2014
Net cash provided by operating activities (Note 3)
$
174,700

 
$
203,586

Cash flows from investing activities:
 
 
 
Capital expenditures
(38,069
)
 
(25,881
)
Origination of finance receivables
(752,404
)
 
(757,965
)
Collections on finance receivables
729,666

 
707,431

Sales and redemptions of marketable securities

 
6,001

Other
9

 
51

Net cash used by investing activities
(60,798
)
 
(70,363
)
Cash flows from financing activities:
 
 
 
Repayments of senior unsecured notes

 
(303,000
)
Proceeds from issuance of medium-term notes
595,386

 

Proceeds from securitization debt
697,591

 

Repayments of securitization debt
(200,695
)
 
(159,938
)
Net (decrease) increase in credit facilities and unsecured commercial paper
(661,241
)
 
307,803

Borrowings of asset-backed commercial paper
16,798

 
13,746

Repayments of asset-backed commercial paper
(15,744
)
 
(16,981
)
Net change in restricted cash
(28,579
)
 
26,924

Dividends paid
(65,467
)
 
(60,527
)
Purchase of common stock for treasury
(192,700
)
 
(87,690
)
Excess tax benefits from share-based payments
2,207

 
4,763

Issuance of common stock under employee stock option plans
9,605

 
8,894

Net cash provided by (used by) financing activities
157,161

 
(266,006
)
Effect of exchange rate changes on cash and cash equivalents
(9,019
)
 
1,991

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

 
$
(130,792
)
Cash and cash equivalents:
 
 
 
Cash and cash equivalents—beginning of period
$
906,680

 
$
1,066,612

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

 
(130,792
)
Cash and cash equivalents—end of period
$
1,168,724

 
$
935,820

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


7

Table of Contents

HARLEY-DAVIDSON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Use of Estimates
The condensed consolidated financial statements include the accounts of Harley-Davidson, Inc. and its wholly-owned subsidiaries (the Company), including the accounts of the 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 condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the condensed consolidated balance sheets as of March 29, 2015 and March 30, 2014, the condensed consolidated statements of income for the three month periods then ended, the condensed consolidated statements of comprehensive income for the three month periods then ended and the condensed consolidated statements of cash flows for the three month periods then ended.
Certain information and footnote disclosures normally included in complete financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and U.S. generally accepted accounting principles (U.S. GAAP) for interim financial reporting. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
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 Not Yet Adopted
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 Revenue from Contracts with Customers (ASU No. 2014-09). ASU No. 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is required to adopt ASU No. 2014-09 for fiscal years beginning after December 15, 2016 and for interim periods therein. The Company is currently evaluating the impact of adoption. In April 2015, the FASB proposed a one-year deferral of the effective date for its new revenue standard for public and nonpublic entities reporting under GAAP. Under the proposal, the standard would be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein.
In February 2015, the FASB issued ASU No. 2015-02 Amendments to the Consolidation Analysis (ASU 2015-02). ASU No. 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 is required to adopt ASU No, 2015-02 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company believes the adoption of ASU No. 2015-02 will not have an impact its financial results, the adoption of ASU No. 2015-02 will only impact the content of the current disclosure.
In April 2015, the FASB issued ASU No. 2015-03 Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU No. 2015-03 amends the guidance within ASC Topic 835, "Interest", to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt premiums and discounts. The Company is required to adopt ASU No, 2015-03 for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 on a retrospective basis. Upon adoption, the Company will reclassify its debt issuance costs from other assets to debt on the balance sheet. At March 29, 2015, the Company had $19.1 million of debt issuance costs recorded as assets on the balance sheet.


8

Table of Contents

3. Additional Balance Sheet and Cash Flow Information
Marketable Securities
The Company’s marketable securities consisted of the following (in thousands):
 
March 29,
2015
 
December 31,
2014
 
March 30,
2014
Available-for-sale: Corporate bonds
$
57,219

 
$
57,325

 
$
92,940

Trading securities: Mutual funds
37,667

 
33,815

 
33,182

 
$
94,886

 
$
91,140

 
$
126,122

The Company’s available-for-sale securities are carried at fair value with any unrealized gains or losses reported in other comprehensive income. During the first three months of 2015 and 2014, the Company recognized gross unrealized losses of approximately $106,000 and $67,000, respectively, or $67,000 and $42,000 net of taxes, respectively, to adjust amortized cost to fair value. The marketable securities have contractual maturities that generally come due over the next 1 to 25 months.
The Company's trading securities relate to investments held by the Company to fund certain deferred compensation obligations. The trading securities are carried at fair value with gains and losses recorded in net income and investments are included in other long-term assets on the consolidated balance sheets.
Inventories
Inventories are valued at the lower of cost or market. Substantially all inventories located in the United States are valued using the last-in, first-out (LIFO) method. Other inventories are valued at the lower of cost or market using the first-in, first-out (FIFO) method. Inventories consist of the following (in thousands):
 
March 29,
2015
 
December 31,
2014
 
March 30,
2014
Components at the lower of FIFO cost or market
 
 
 
 
 
Raw materials and work in process
$
153,734

 
$
151,254

 
$
141,381

Motorcycle finished goods
253,922

 
230,309

 
222,649

Parts and accessories and general merchandise
123,187

 
117,210

 
133,740

Inventory at lower of FIFO cost or market
530,843

 
498,773

 
497,770

Excess of FIFO over LIFO cost
(49,902
)
 
(49,902
)
 
(48,726
)
 
$
480,941

 
$
448,871

 
$
449,044


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Table of Contents

Operating Cash Flow
The reconciliation of net income to net cash provided by operating activities is as follows (in thousands):
 
Three months ended
 
March 29,
2015
 
March 30,
2014
Cash flows from operating activities:
 
 
 
Net income
$
269,854

 
$
265,917

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
46,028

 
43,398

Amortization of deferred loan origination costs
22,932

 
22,101

Amortization of financing origination fees
2,215

 
2,085

Provision for employee long-term benefits
12,318

 
8,425

Contributions to pension and postretirement plans
(6,627
)
 
(6,879
)
Stock compensation expense
8,046

 
9,239

Net change in wholesale finance receivables related to sales
(465,598
)
 
(439,422
)
Provision for credit losses
26,247

 
20,331

Deferred income taxes
2,820

 
(474
)
Foreign currency adjustments
18,154

 
(4,172
)
Other, net
(2,507
)
 
3,055

Changes in current assets and liabilities:
 
 
 
Accounts receivable, net
(49,936
)
 
(61,217
)
Finance receivables—accrued interest and other
2,067

 
793

Inventories
(51,934
)
 
(20,317
)
Accounts payable and accrued liabilities
305,102

 
356,430

Derivative instruments
399

 
1,222

Other
35,120

 
3,071

Total adjustments
(95,154
)
 
(62,331
)
Net cash provided by operating activities
$
174,700

 
$
203,586

4. Finance Receivables
The Company provides retail financial services to customers of the Company’s independent dealers in the United States and Canada. The origination of retail loans is a separate and distinct transaction between the Company and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and secured installment sales contracts. The Company holds either titles or liens on titles to vehicles financed by promissory notes and installment sales contracts.
The Company offers wholesale financing to the Company’s independent dealers. Wholesale loans to dealers are generally secured by financed inventory or property and are originated in the U.S. and Canada.
Finance receivables, net, consisted of the following (in thousands):
 
March 29,
2015
 
December 31,
2014
 
March 30,
2014
Retail
$
5,576,558

 
$
5,607,924

 
$
5,254,133

Wholesale
1,404,854

 
952,321

 
1,298,091

 
6,981,412

 
6,560,245

 
6,552,224

Allowance for credit losses
(132,820
)
 
(127,364
)
 
(114,529
)
 
$
6,848,592

 
$
6,432,881

 
$
6,437,695


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

 
$
5,339

 
$
127,364

Provision for credit losses
22,543

 
3,704

 
26,247

Charge-offs
(32,733
)
 

 
(32,733
)
Recoveries
11,942

 

 
11,942

Balance, end of period
$
123,777

 
$
9,043

 
$
132,820

 
Three months ended March 30, 2014
 
Retail
 
Wholesale
 
Total
Balance, beginning of period
$
106,063

 
$
4,630

 
$
110,693

Provision for credit losses
17,208

 
3,123

 
20,331

Charge-offs
(27,343
)
 

 
(27,343
)
Recoveries
10,848

 

 
10,848

Balance, end of period
$
106,776

 
$
7,753

 
$
114,529

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

 
$

 
$

Collectively evaluated for impairment
123,777

 
9,043

 
132,820

Total allowance for credit losses
$
123,777

 
$
9,043

 
$
132,820

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
5,576,558

 
1,404,854

 
6,981,412

Total finance receivables
$
5,576,558

 
$
1,404,854

 
$
6,981,412

 
December 31, 2014
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
122,025

 
5,339

 
127,364

Total allowance for credit losses
$
122,025

 
$
5,339

 
$
127,364

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
5,607,924

 
952,321

 
6,560,245

Total finance receivables
$
5,607,924

 
$
952,321

 
$
6,560,245

 
March 30, 2014
 
Retail
 
Wholesale
 
Total
Allowance for credit losses, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
106,776

 
7,753

 
114,529

Total allowance for credit losses
$
106,776

 
$
7,753

 
$
114,529

Finance receivables, ending balance:
 
 
 
 
 
Individually evaluated for impairment
$

 
$

 
$

Collectively evaluated for impairment
5,254,133

 
1,298,091

 
6,552,224

Total finance receivables
$
5,254,133

 
$
1,298,091

 
$
6,552,224

There were no wholesale finance receivables at March 29, 2015, December 31, 2014, or March 30, 2014 that were individually deemed to be impaired under ASC Topic 310, “Receivables.”
Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables are generally charged-off when the receivable is 120 days or more delinquent, the related asset is repossessed or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. Accordingly, as of March 29, 2015December 31, 2014 and March 30, 2014, all retail finance receivables were accounted for as interest-earning receivables, of which $19.0 million, $28.7 million and $17.0 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. Interest continues to accrue on past due finance receivables until the date the finance receivable becomes uncollectible and the finance receivable is placed on non-accrual status. The Company will resume accruing interest on these accounts when payments are current according to the terms of the loans and future payments are reasonably assured. While on non-accrual status, all cash received is applied to principal or interest as appropriate. Wholesale finance receivables are written down once management determines that the specific borrower does not have the ability to repay the loan in full. There were no wholesale receivables on non-accrual status at March 29, 2015, December 31, 2014 or March 30, 2014. At March 29, 2015December 31, 2014 and March 30, 2014, $0.1 million, $0.2 million, and $0.1 million of wholesale finance receivables were 90 days or more past due and accruing interest, respectively.
An analysis of the aging of past due finance receivables was as follows (in thousands):
 
March 29, 2015
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,451,248

 
$
82,302

 
$
24,013

 
$
18,995

 
$
125,310

 
$
5,576,558

Wholesale
1,404,160

 
443

 
107

 
144

 
694

 
1,404,854

Total
$
6,855,408

 
$
82,745

 
$
24,120

 
$
19,139

 
$
126,004

 
$
6,981,412

 
December 31, 2014
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,427,719

 
$
113,007

 
$
38,486

 
$
28,712

 
$
180,205

 
$
5,607,924

Wholesale
951,660

 
383

 
72

 
206

 
661

 
952,321

Total
$
6,379,379

 
$
113,390

 
$
38,558

 
$
28,918

 
$
180,866

 
$
6,560,245

 
March 30, 2014
 
Current
 
31-60 Days
Past Due
 
61-90 Days
Past Due
 
Greater than
90 Days
Past Due
 
Total
Past Due
 
Total
Finance
Receivables
Retail
$
5,134,053

 
$
80,344

 
$
22,767

 
$
16,969

 
$
120,080

 
$
5,254,133

Wholesale
1,297,761

 
144

 
96

 
90

 
330

 
1,298,091

Total
$
6,431,814

 
$
80,488

 
$
22,863

 
$
17,059

 
$
120,410

 
$
6,552,224

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 of retail finance receivables, by credit quality indicator, was as follows (in thousands):
 
March 29, 2015
 
December 31, 2014
 
March 30, 2014
Prime
$
4,400,440

 
$
4,435,352

 
$
4,128,996

Sub-prime
1,176,118

 
1,172,572

 
1,125,137

Total
$
5,576,558

 
$
5,607,924

 
$
5,254,133

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.

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The Company uses the following internal credit quality indicators, based on an internal risk rating system, listed from highest level of risk to lowest level of risk for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon management’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged off, while the dealers classified as Low Risk are least likely to be charged off. The internal rating system considers factors such as the specific borrowers’ ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated on a quarterly basis.
The recorded investment of wholesale finance receivables, by internal credit quality indicator, was as follows (in thousands):
 
March 29, 2015
 
December 31, 2014
 
March 30, 2014
Doubtful
$
1,523

 
$
954

 
$
5,508

Substandard
21,854

 
7,025

 
3,888

Special Mention

 

 
10,950

Medium Risk
19,634

 
11,557

 
11,103

Low Risk
1,361,843

 
932,785

 
1,266,642

      Total
$
1,404,854

 
$
952,321

 
$
1,298,091

5. Asset-Backed Financing
The Company participates in asset-backed financing through both term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowings because either they are transferred to consolidated variable interest entities (VIEs) or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860, "Transfers and Servicing" (ASC Topic 860). In the Company's asset-backed financing programs, the Company transfers retail motorcycle finance receivables to special purpose entities (SPE), which are considered VIEs under U.S. GAAP. Each SPE then converts those assets into cash, through the issuance of debt.
The Company is required to consolidate any VIE in which it is deemed to be the primary beneficiary through having power over the significant activities of the entity and having an obligation to absorb losses or the right to receive benefits from the VIE which are potentially significant to the VIE. The Company is considered to have the power over the significant activities of its term asset-backed securitization and asset-backed U.S. commercial paper conduit facility VIEs due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, the Company retains a residual interest in the VIEs in the form of a debt security, which gives the Company the right to receive benefits that could be potentially significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates all of these VIEs within its consolidated financial statements.
The Company is not the primary beneficiary of the asset-backed Canadian commercial paper conduit facility VIE; therefore, the Company does not consolidate this VIE. However, the Company treats the conduit facility as a secured borrowing as it maintains effective control over the assets transferred to the VIE and therefore does not meet the requirements for sale accounting under ASC Topic 860. As such, the Company retains the transferred assets and the related debt within its Consolidated Balance Sheet.
Servicing fees paid by VIEs to the Company are eliminated in consolidation and therefore are not recorded on a consolidated basis. The Company is not required, and does not currently intend, to provide any additional financial support to its VIEs. Investors and creditors only have recourse to the assets held by the VIEs.


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The following table shows the assets and liabilities related to the asset-backed financings that were included in the financial statements (in thousands):
 
March 29, 2015
 
Finance receivables
 
Allowance for credit losses
 
Restricted cash
 
Other assets
 
Total assets
 
Asset-backed debt
On-balance sheet assets and liabilities
 
 
 
 
 
 
 
 
 
 
 
Consolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Term asset-backed securitizations
$
1,919,723

 
$
(43,128
)
 
$
138,574

 
$
3,443

 
$
2,018,612

 
$
1,770,777

Asset-backed U.S. commercial paper conduit facility

 

 

 
311

 
311

 

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

 
(2,999
)
 
12,057

 
398

 
178,734

 
154,035

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

 
$
(46,127
)
 
$
150,631

 
$
4,152

 
$
2,197,657

 
$
1,924,812

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
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
$
1,458,602

 
$
(32,156
)
 
$
110,017

 
$
2,987

 
$
1,539,450

 
$
1,271,533

Asset-backed U.S. commercial paper conduit facility

 

 

 
422

 
422

 

Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
185,099

 
(2,965
)
 
12,035

 
262

 
194,431

 
166,912

Total on-balance sheet assets and liabilities
$
1,643,701

 
$
(35,121
)
 
$
122,052

 
$
3,671

 
$
1,734,303

 
$
1,438,445

 
 
 
 
 
 
 
 
 
 
 
 
 
March 30, 2014
 
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
$
1,221,855

 
$
(24,998
)
 
$
105,536

 
$
3,083

 
$
1,305,476

 
$
1,096,633

Asset-backed U.S. commercial paper conduit facility

 

 

 
304

 
304

 

Unconsolidated VIEs
 
 
 
 
 
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
200,147

 
(3,257
)
 
12,347

 
238

 
209,475

 
164,704

Total on-balance sheet assets and liabilities
$
1,422,002

 
$
(28,255
)
 
$
117,883

 
$
3,625

 
$
1,515,255

 
$
1,261,337

Term Asset-Backed Securitization VIEs
The Company transfers U.S. retail motorcycle finance receivables to SPEs which in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each term asset-backed securitization SPE is a separate legal entity and the U.S. retail motorcycle finance receivables included in the term asset-backed securitizations are only available for payment of the secured debt and other obligations arising from the term asset-backed securitization transaction and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. Restricted cash balances held by the SPEs are used only to support the securitizations. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal. The secured notes’ contractual lives have various maturities ranging from 2015 to 2022.
During the first quarter of 2015, the Company issued $700.0 million of secured notes through one term asset-backed securitization transaction. There were no term asset-backed securitization transactions during the first quarter of 2014.

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Table of Contents

Asset-Backed U.S. Commercial Paper Conduit Facility VIE
In September 2014, the Company amended and restated its facility (U.S. Conduit) with a third-party bank sponsored asset-backed commercial paper conduit, which provides for a total aggregate commitment of $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle loans held by a SPE as collateral. 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 generally based on prevailing commercial paper rates plus a program fee based on outstanding principal, or LIBOR plus a specified margin to the extent the advance is not funded by a conduit lender through the issuance of commercial paper. The U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 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 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 has an expiration date of October 30, 2015.
The SPE had no borrowings outstanding under the U.S. Conduit at March 29, 2015December 31, 2014 or March 30, 2014; therefore, U.S. Conduit assets are restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment.
Asset-Backed Canadian Commercial Paper Conduit Facility
In June 2014, 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$200.0 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$200.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the Canadian Conduit has an expiration date of June 30, 2015. The contractual maturity of the debt is approximately 5 years.
As the Company participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, was $24.7 million at March 29, 2015. The maximum exposure is not an indication of the Company's expected loss exposure.
During the first quarter of 2015, the Company transferred $19.2 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of $16.8 million. During the first quarter of 2014, HDFS transferred $15.7 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of $13.8 million.
6. 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.

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Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. The Company uses the market approach to derive the fair value for its level 2 fair value measurements. Foreign currency exchange contracts are valued using publicly quoted spot and forward prices; commodity contracts are valued using publicly quoted prices, where available, or dealer quotes; interest rate swaps were valued using publicized swap curves; and investments in marketable securities and cash equivalents are valued using publicly quoted prices.
Level 3 inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the following tables.


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Table of Contents

Recurring Fair Value Measurements
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):
 
March 29, 2015
 
Balance
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Cash equivalents
$
975,411

 
$
510,090

 
$
465,321

 
$

Marketable securities
94,886

 
37,667

 
57,219

 

Derivatives
49,290

 

 
49,290

 

 
$
1,119,587

 
$
547,757

 
$
571,830

 
$

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
1,886

 
$

 
$
1,886

 
$

 
December 31, 2014
 
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
$
737,024

 
$
482,686

 
$
254,338

 
$

Marketable securities
91,140

 
33,815

 
57,325

 

Derivatives
32,244

 

 
32,244

 

 
$
860,408

 
$
516,501

 
$
343,907

 
$

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
2,027

 
$

 
$
2,027

 
$

 
March 30, 2014
 
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
$
602,421

 
$
359,438

 
$
242,983

 
$

Marketable securities
126,122

 
33,182

 
92,940

 

Derivatives
105

 

 
105

 

 
$
728,648

 
$
392,620

 
$
336,028

 
$

Liabilities:
 
 
 
 
 
 
 
Derivatives
$
3,681

 
$

 
$
3,681

 
$

Nonrecurring Fair Value Measurements
Repossessed inventory is recorded at the lower of cost or net realizable value through a nonrecurring fair value measurement. The nonrecurring fair value measurement represents the loss recognized to adjust the related finance receivable to the fair value of the repossessed inventory. Repossessed inventory was $14.5 million, $13.4 million and $15.2 million at March 29, 2015, December 31, 2014 and March 30, 2014, for which the fair value adjustment was $3.5 million, $5.0 million and $3.5 million at March 29, 2015, December 31, 2014 and March 30, 2014, respectively. Fair value is estimated using Level 2 inputs based on the recent market values of repossessed inventory.

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Table of Contents

7. Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, trade receivables, finance receivables, net, trade payables, debt, and foreign currency exchange and commodity contracts (derivative instruments are discussed further in Note 8).
The following table summarizes the fair value and carrying value of the Company’s financial instruments (in thousands):
 
March 29, 2015
 
December 31, 2014
 
March 30, 2014
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,168,724

 
$
1,168,724

 
$
906,680

 
$
906,680

 
$
935,820

 
$
935,820

Marketable securities
$
94,886

 
$
94,886

 
$
91,140

 
$
91,140

 
$
126,122

 
$
126,122

Derivatives
$
49,290

 
$
49,290

 
$
32,244

 
$
32,244

 
$
105

 
$
105

Finance receivables, net
$
6,927,898

 
$
6,848,592

 
$
6,519,500

 
$
6,432,881

 
$
6,531,145

 
$
6,437,695

Restricted cash
$
150,631

 
$
150,631

 
$
122,052

 
$
122,052

 
$
117,883

 
$
117,883

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Derivatives
$
1,886

 
$
1,886

 
$
2,027

 
$
2,027

 
$
3,681

 
$
3,681

Unsecured commercial paper
$
70,329

 
$
70,329

 
$
731,786

 
$
731,786

 
$
974,153

 
$
974,153

Asset-backed Canadian commercial paper conduit facility
$
154,035

 
$
154,035

 
$
166,912

 
$
166,912

 
$
164,704

 
$
164,704

Medium-term notes
$
4,176,254

 
$
3,933,337

 
$
3,502,536

 
$
3,334,398

 
$
3,060,408

 
$
2,859,151

Term asset-backed securitization debt
$
1,771,363

 
$
1,770,777

 
$
1,270,656

 
$
1,271,533

 
$
1,099,596

 
$
1,096,633

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Net and Accounts Payable – 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 – Foreign currency exchange contracts and commodity contracts are derivative financial instruments and are carried at fair value on the balance sheet. The fair value of foreign currency exchange and commodity contracts is determined using publicly quoted prices. Fair value is calculated using Level 2 inputs.
Debt – The carrying value of debt in the financial statements is generally amortized cost. The carrying value of unsecured commercial paper approximates fair value due to its short maturity. Fair value is calculated using Level 2 inputs.
The carrying value of debt provided under the Canadian Conduit approximates fair value since the interest rates charged under the facility are tied directly to market rates and fluctuate as market rates change. Fair value is calculated using Level 2 inputs.
The fair values of the medium-term notes are estimated based upon rates currently available for debt with similar terms and remaining maturities. Fair value is calculated using Level 2 inputs.
The fair value of the senior unsecured notes was estimated based upon rates then available for debt with similar terms and remaining maturities. Fair value was calculated using Level 2 inputs.

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Table of Contents

The fair value of the debt related to term asset-backed securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities. Fair value is calculated using Level 2 inputs.
8. Derivative Instruments and Hedging Activities
The Company is exposed to certain risks such as foreign currency exchange rate risk, interest rate risk and commodity price risk. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative transactions are authorized and executed pursuant to regularly reviewed policies and procedures, which prohibit the use of financial instruments for speculative trading purposes.
All derivative instruments are recognized on the balance sheet at fair value (see Note 6). In accordance with ASC Topic 815, “Derivatives and Hedging,” the accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. For derivative instruments that are designated as cash flow hedges, the effective portion of gains and losses that result from changes in the fair value of derivative instruments is initially recorded in other comprehensive income (OCI) and subsequently reclassified into earnings when the hedged item affects income. The Company assesses, both at the inception of each hedge and on an on-going basis, whether the derivatives that are used in its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Any ineffective portion is immediately recognized in earnings. No component of a hedging derivative instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative instruments that do not qualify for hedge accounting are recorded at fair value, and any changes in fair value are recorded in current period earnings.
The Company sells its products internationally and in most markets those sales are made in the foreign country’s local currency. As a result, the Company’s earnings can be affected by fluctuations in the value of the U.S. dollar relative to foreign currency. The Company’s most significant foreign currency risk relates to the Euro, the Australian dollar, the Japanese yen and the Brazilian real. The Company utilizes foreign currency exchange contracts to mitigate the effects of these currencies’ fluctuations on earnings. The foreign currency exchange contracts are entered into with banks and allow the Company to exchange a specified amount of foreign currency for U.S. dollars at a future date, based on a fixed exchange rate.
The Company utilizes commodity contracts to hedge portions of the cost of certain commodities consumed in the Company’s motorcycle production and distribution operations.
The Company’s foreign currency exchange contracts and commodity contracts generally have maturities of less than one year.
The following table summarizes the fair value of the Company’s derivative financial instruments (in thousands):
 
March 29, 2015
 
December 31, 2014
 
March 30, 2014
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)
$
416,844

 
$
49,290

 
$
12

 
$
339,077

 
$
32,244

 
$

 
$
269,342

 
$
5

 
$
3,589

Commodity
contracts(c)
1,432

 

 
220

 
1,728

 

 
414

 
1,167

 
94

 

Total
$
418,276

 
$
49,290

 
$
232


$
340,805

 
$
32,244

 
$
414


$
270,509

 
$
99

 
$
3,589

 
March 29, 2015
 
December 31, 2014
 
March 30, 2014
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
$
11,358

 
$

 
$
1,654

 
$
11,804

 
$

 
$
1,613

 
$
9,348

 
$
6

 
$
92

 
$
11,358


$

 
$
1,654

 
$
11,804

 
$

 
$
1,613

 
$
9,348

 
$
6

 
$
92

 
(a)
Included in other current assets
(b)
Included in accrued liabilities
(c)
Derivative designated as a cash flow hedge

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The following tables summarize the amount of gains and losses related to derivative financial instruments designated as cash flow hedges (in thousands):
 
Amount of Gain/(Loss) Recognized in OCI, before tax
 
Three months ended
Cash Flow Hedges
March 29,
2015
 
March 30,
2014
Foreign currency contracts
$
32,668

 
$
(1,438
)
Commodity contracts
(120
)
 
215

Total
$
32,548

 
$
(1,223
)
 
Amount of Gain/(Loss) Reclassified from AOCL into Income
 
 
 
Three months ended
 
Expected to be Reclassified
Cash Flow Hedges
March 29,
2015
 
March 30,
2014
 
Over the Next Twelve Months
Foreign currency contracts(a)
$
15,276

 
$
(1,058
)
 
$
48,050

Commodity contracts(a)
(315
)
 
196

 
(220
)
Total
$
14,961

 
$
(862
)
 
$
47,830

(a)
Gain/(loss) reclassified from accumulated other comprehensive loss (AOCL) to income is included in cost of goods sold.
The following tables summarize the amount of gains and losses related to derivative financial instruments not designated as hedging instruments (in thousands):
 
Amount of Gain/(Loss) Recognized in Income on Derivative
 
Three months ended
Derivatives Not Designated As Hedges
March 29,
2015
 
March 30,
2014
Commodity contracts(a)
$
(540
)
 
$
(328
)
Total
$
(540
)
 
$
(328
)
(a)
Gain/(loss) recognized in income is included in cost of goods sold.
For the three months ended March 29, 2015 and March 30, 2014, the cash flow hedges were highly effective and, as a result, the amount of hedge ineffectiveness was not material. No amounts were excluded from effectiveness testing.
The Company is exposed to credit loss risk in the event of non-performance by counterparties to these derivative financial instruments. Although no assurances can be given, the Company does not expect any of the counterparties to these derivative financial instruments to fail to meet its obligations. To manage credit loss risk, the Company evaluates counterparties based on credit ratings and, on a quarterly basis, evaluates each hedge’s net position relative to the counterparty’s ability to cover its position.

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9. Accumulated Other Comprehensive Loss
The following tables set forth the changes in accumulated other comprehensive loss (AOCL) (in thousands):
 
 
Three months ended March 29, 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
 
(29,991
)
 
(106
)
 
32,548

 

 
2,451

Income tax
 
2,970

 
39

 
(12,057
)
 

 
(9,048
)
Net other comprehensive (loss) income before reclassifications
 
(27,021
)
 
(67
)
 
20,491

 

 
(6,597
)
Reclassifications:
 
 
 
 
 
 
 
 
 
 
Realized (gains) losses - foreign currency contracts(a)
 

 

 
(15,276
)
 

 
(15,276
)
Realized (gains) losses - commodities contracts(a)
 

 

 
315

 

 
315

Prior service credits(b)
 

 

 

 
(695
)
 
(695
)
Actuarial losses(b)
 

 

 

 
14,670

 
14,670

Total before tax
 

 

 
(14,961
)
 
13,975

 
(986
)
Income tax expense (benefit)
 

 

 
5,542

 
(5,177
)
 
365

Net reclassifications
 

 

 
(9,419
)
 
8,798

 
(621
)
Other comprehensive (loss) income
 
(27,021
)
 
(67
)
 
11,072

 
8,798

 
(7,218
)
Balance, end of period
 
$
(30,503
)
 
$
(767
)
 
$
30,114

 
$
(521,005
)
 
$
(522,161
)
 
 
Three months ended March 30, 2014
 
 
Foreign currency translation adjustments
 
Marketable securities
 
Derivative financial instruments
 
Pension and postretirement benefit plans
 
Total
Balance, beginning of period
 
$
33,326

 
$
(276
)
 
$
(1,680
)
 
$
(364,046
)
 
$
(332,676
)
Other comprehensive income (loss) before reclassifications
 
1,755

 
(67
)
 
(1,223
)
 

 
465

Income tax
 
1,193

 
25

 
453

 

 
1,671

Net other comprehensive income (loss) before reclassifications
 
2,948

 
(42
)
 
(770
)
 

 
2,136

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

 

 
1,058

 

 
1,058

Realized (gains) losses - commodities contracts(a)
 

 

 
(196
)
 

 
(196
)
Prior service credits(b)
 

 

 

 
(684
)
 
(684
)
Actuarial losses(b)
 

 

 

 
10,322

 
10,322

Total before tax
 

 

 
862

 
9,638

 
10,500

Income tax benefit
 

 

 
(319
)
 
(3,570
)
 
(3,889
)
Net reclassifications
 

 

 
543

 
6,068

 
6,611

Other comprehensive income (loss)
 
2,948

 
(42
)
 
(227
)
 
6,068

 
8,747

Balance, end of period
 
$
36,274

 
$
(318
)
 
$
(1,907
)
 
$
(357,978
)
 
$
(323,929
)
 
(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 period cost. See Note 14 for information related to pension and postretirement benefit plans.

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10. Debt
Debt with contractual terms less than one year is generally classified as short-term debt and consisted of the following (in thousands): 
 
 
March 29,
2015
 
December 31,
2014
 
March 30,
2014
Unsecured commercial paper
 
$
70,329

 
$
731,786

 
$
974,153

Debt with a contractual term greater than one year is generally classified as long-term debt and consisted of the following (in thousands): 
 
 
March 29,
2015
 
December 31,
2014
 
March 30,
2014
Secured debt
 
 
 
 
 
 
Asset-backed Canadian commercial paper conduit facility
 
$
154,035

 
$
166,912

 
$
164,704

Term asset-backed securitization debt
 
1,770,777

 
1,271,533

 
1,096,633

Unsecured notes
 
 
 
 
 
 
5.75% Medium-term notes due in 2014 ($500.0 million par value)
 

 

 
499,906

1.15% Medium-term notes due in 2015 ($600.0 million par value)
 
599,886

 
599,817

 
599,612

3.88% Medium-term notes due in 2016 ($450.0 million par value)
 
449,950

 
449,937

 
449,897

2.70% Medium-term notes due in 2017 ($400.0 million par value)
 
399,967

 
399,963

 
399,950

1.55% Medium-term notes due in 2017 ($400.0 million par value)
 
399,510

 
399,464

 

6.80% Medium-term notes due in 2018 ($888.0 million par value)
 
887,424

 
887,381

 
909,786

2.40% Medium-term notes due in 2019 ($600.0 million par value)
 
597,951

 
597,836

 

2.15% Medium-term notes due in 2020 ($600.0 million par value)
 
598,649

 

 

Gross long-term debt
 
5,858,149

 
4,772,843

 
4,120,488

Less: current portion of long-term debt
 
(1,500,611
)
 
(1,011,315
)
 
(848,840
)
Long-term debt
 
$
4,357,538

 
$
3,761,528

 
$
3,271,648

During the first quarter of 2015, the Company issued $700.0 million of secured notes through a term asset-backed securitization transaction. The term asset-backed securitization transactions are further discussed in Note 5. There were no term asset-backed securitization transactions during the first quarter of 2014.
During the first quarter of 2015, the Company issued $600.0 million of medium-term notes which mature in February 2020 and have an annual interest rate of 2.15%. There were no medium-term notes issued during the first quarter of 2014.
11. Income Taxes
The Company’s 2015 income tax rate for the three months ended March 29, 2015 was 34.4% compared to 35.0% for the same period last year.
12. 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. Additionally, the Company has from time to time initiated certain voluntary recall campaigns. The Company reserves for all estimated costs associated with recalls in the period that the recalls are announced.

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Table of Contents

Changes in the Company’s warranty and recall liability were as follows (in thousands):
 
Three months ended
 
March 29,
2015
 
March 30,
2014
Balance, beginning of period
$
69,250

 
$
64,120

Warranties issued during the period
15,111

 
17,362

Settlements made during the period
(13,565
)
 
(11,573
)
Recalls and changes to pre-existing warranty liabilities
277

 
(573
)
Balance, end of period