HARLEY-DAVIDSON, INC. Harley-Davidson, Inc. is the parent company of the group of companies referred to asHarley-Davidson Motor Company andHarley-Davidson Financial Services . Unless the context otherwise requires, all references to the "Company" includeHarley-Davidson, Inc. and all its subsidiaries. The Company operates in two segments: Motorcycles and Related Products (Motorcycles) and Financial Services. 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. Certain "% Change" deemed not meaningful (NM) have been excluded.
(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," "may," "will," "estimates," "targets," "intend," "is on-track," "forecasting," or words of similar meaning. Similarly, statements that describe or refer to future expectations, future plans, strategies, objectives, outlooks, targets, guidance, commitments 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, unfavorably or favorably, 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 in Item 1A. Risk Factors and under the Cautionary Statements section in this Item 7. 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 Guidance sections in this Item 7 are only made as ofFebruary 8, 2022 and the remaining forward-looking statements in this report are only made as of the date of the filing of this report (February 25, 2022 ), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. 24 --------------------------------------------------------------------------------
Overview(1)
The Company's net income for 2021 was
Motorcycles segment operating income was$408.6 million in 2021 compared to an operating loss of$186.1 million in 2020 which was adversely impacted by the onset of the COVID-19 pandemic. The improvement in operating results in 2021 was driven by a 29.8% increase in wholesale motorcycle shipments, favorable product mix, higher pricing and lower restructuring expenses which more than offset higher supply chain and tariff costs incurred in 2021.
Operating income from the Financial Services segment in 2021 was up
Worldwide dealer retail sales of the Company's new motorcycles grew 7.8% in 2021 compared to 2020 driven by strong growth inNorth America . During 2021, retail sales increased 22.1% inNorth America compared to 2020, which was partially offset by declines in the Company's markets outside ofNorth America . Refer to the Motorcycles Retail Sales and Registration Data section for further discussion of retail sales results. The Company is pleased with its 2021 performance, the first year of its five-year strategic plan, TheHardwire , especially in light of the challenges the Company faced in 2021 related to supply chain,European Union (EU) tariffs and managing through the continuing impacts of the COVID-19 pandemic.
Key Factors Impacting the Company
Supply Chain - During 2021, the Company experienced disruption and increased costs related to global supply chain challenges. As a result of these challenges, the Company experienced cost increases for logistics, raw materials and purchased components, as well as supply constraints related to certain components including those impacted by the current global semiconductor chip shortages. These challenges have also resulted in manufacturing disruption and higher manufacturing conversion costs. In response to the supply chain challenges, the Company imposed pricing surcharges in theU.S. during the second half of 2021, worked to optimize production schedules to prioritize more profitable models and markets and enacted tighter operating expense cost controls. The Company expects the supply chain challenges and higher costs will continue in the first half of 2022, but anticipates a moderate improvement, compared to 2021, in the second half of the year across logistics and raw materials. The Company expects semiconductor chip availability to continue to be challenged with some improvement in the second half of 2022 compared to 2021. Additional European Union Tariffs - Beginning in 2019, the Company operated under Binding Origin Information (BOI) rulings that allowed it to supply its EU markets with certain motorcycles produced at itsThailand manufacturing facility at tariff rates of 6%. InApril 2021 , the Company received notification from theEconomic Ministry of Belgium that, following a request from the EU, the Company would be subject to revocation of the BOI rulings, effectiveApril 19, 2021 . As a result of the revocation, all non-electric motorcycles that Harley-Davidson imported into the EU, regardless of origin, were subject to a total tariff rate of 31% beginning onApril 19, 2021 that was scheduled to increase to 56% effectiveJune 1, 2021 . However, inMay 2021 , the EU made a decision to delay the increase initially scheduled forJune 2021 toDecember 2021 , while tariff negotiations took place between theU.S. and the EU. OnOctober 30, 2021 , theU.S. and EU announced an agreement related to the Section 232 tariffs on steel and aluminum that were implemented in 2018 by theU.S. and the subsequent rebalancing tariff measures taken by the EU. This agreement suspended the additional tariffs initially imposed by the EU on the Company's motorcycles in 2018, reducing the total EU tariff rate on the Company's motorcycles from 31% to 6%, effectiveJanuary 1, 2022 .The EU tariff rate remained at 31% through the end of 2021 rather than increasing to 56% onDecember 1, 2021 as previously scheduled. The lower 6% tariff rate applies to all motorcycles imported by the Company into the EU, regardless of origin, beginning in 2022. Under the agreement between theU.S. and the EU, the lower tariff rate will remain in effect untilDecember 31, 2023 . During such time, theU.S. and EU will monitor and review the operation of the agreement, seeking to conclude the negotiations on steel and aluminum tariffs byDecember 31, 2023 . These negotiations are ongoing, and there are no assurances theU.S. and EU will reach a resolution that concludes the trade conflict on steel and aluminum tariffs beyondDecember 31, 2023 . To date, the Company continues to pursue its appeals of the revocation of the BOIs and the denial of its application for temporary extended reliance on the 6% tariff rate (for motorcycles produced inThailand and ordered prior toApril 19, 2021 ), although there is no assurance that these appeals will continue or be successful. 25 -------------------------------------------------------------------------------- COVID-19 Pandemic - The Company continues to manage through the impacts of the COVID-19 pandemic and its associated variants by keeping safety and community well-being a priority. The Company continues to proactively follow protocols to keep workers safe in its manufacturing facilities, and most non-production workers continue to work remotely in light of the COVID-19 pandemic. The full impact of the COVID-19 pandemic on future results depends on future developments, such as the ultimate duration and scope of the pandemic including associated variants, the success of vaccination programs, the consequences of vaccine requirements, and its impact on the Company's customers, dealers, distributors, and suppliers. Future impacts and disruptions could have an adverse effect on production, supply chains, distribution, and demand for the Company's products. Restructuring Plan Costs and Savings(1) - During 2020, the Company executed a set of actions, referred to as The Rewire. The actions included certain restructuring activities including a workforce reduction, the termination of certain current and future products, facility changes, optimizing the Company's global dealer network, exiting certain international markets, and discontinuing its sales and manufacturing operations inIndia . These actions included restructuring expenses related to employee termination costs, contract termination costs and non-current asset adjustments. The workforce reduction resulted in the termination of approximately 570 employees. The Company incurred$130.0 million and$3.4 million of restructuring expense in connection with these actions during 2020 and 2021, respectively. The Company expects ongoing annual gross savings resulting from these restructuring activities of approximately$115 million . The Company began to realize the savings in the second half of 2020 with 2021 being the first year of full annualized savings. Refer to Note 3 of the Notes to Consolidated financial statements for additional information regarding the Company's restructuring expenses. LiveWire Transaction(1) - OnDecember 13, 2021 , the Company and AEA-Bridges Impact Corp. (ABIC), a special purpose acquisition company (SPAC ), announced that they have entered into a definitive business combination agreement under which LiveWire, the Company's electric motorcycle division, will become a separate business of the Company and ABIC will combine with LiveWire to create a new publicly traded company. LiveWire plans to redefine motorcycling as the industry-leading, all-electric motorcycle company, with a focus on the urban market and beyond. As a strong and desirable brand with growing global recognition, LiveWire plans to develop the technology of the future and to invest in the capabilities needed to lead the transformation of motorcycling. The parties expect that the transaction will be financed by ABIC's$400 million cash held in trust (assuming no redemptions by ABIC's shareholders in the context of the transaction), a$100 million cash investment from the Company, and a$100 million investment from an independent strategic investor,Kwang Yang Motor Co., Ltd. (KYMCO). In addition, to the extent any shares of theSPAC are redeemed, the Company will invest an additional amount equal to the dollar value of such redemptions up to a maximum of$100 million . The transaction, which has been approved by the boards of directors of both the Company and ABIC, is expected to close in the first half of 2022. The consummation of the business combination is subject to the approval of ABIC's shareholders as well as other conditions and regulatory approvals. Upon closing of the transaction, the Company will retain a controlling financial interest in LiveWire. The expectation is that, upon closing of the transaction, the Company will retain an equity interest in the separate public company of approximately 74%. As the controlling shareholder following the transaction, the Company will continue to consolidate LiveWire's results, with additional adjustments to recognize non-controlling shareholder interests.
Guidance(1)
On
The Company expects Motorcycles segment revenue growth, compared to 2021, between 5% and 10%. This revenue growth guidance incorporates the Company's current information and expectations for the impact of supply chain challenges including semiconductor chip availability that the industry is facing. The Company expects revenue to be positively impacted by global pricing actions as the Company works to offset cost headwinds across the supply chain. Furthermore, the Company expects revenue growth from parts and accessories and apparel and licensing, as it executes TheHardwire strategy. The Company expects Motorcycles segment operating margin as a percent of revenue of 11% to 12%. The Company believes the anticipated positive impact from higher motorcycle volume, product mix and pricing, combined with growth in revenue from higher-margin parts and accessories and apparel, will more than offset the expected cost inflation across the supply chain. Also, the removal of the additional EU tariffs is expected to contribute over a percentage point of margin growth. Finally, the Company expects 2022 operating margin to be positively impacted by operating expense leverage, even as the Company increases investment in LiveWire. The Company expects Financial Services operating income to decline 20% to 25% compared to 2021. This decline is largely a result of the favorable credit loss allowance reductions and lower actual credit losses in 2021 that are not expected to repeat in 2022. 26 --------------------------------------------------------------------------------
The Company expects capital investments between
The Company's capital allocation priorities are to fund growth through The
Results of Operations 2021 Compared to 2020
Consolidated Results
Increase
(in thousands, except earnings per share) 2021 2020 (Decrease)
Operating income (loss) from Motorcycles and Related Products
$ 408,625 $ (186,122) $ 594,747 Operating income from Financial Services 414,814 195,801 219,013 Operating income 823,439 9,679 813,760 Other income (expense), net 20,076 (1,848) 21,924 Investment income 6,694 7,560 (866) Interest expense 30,972 31,121 (149) Income (loss) before income taxes 819,237 (15,730) 834,967 Income tax provision (benefit) 169,213 (17,028) 186,241 Net income$ 650,024 $ 1,298 $ 648,726 Diluted earnings per share$ 4.19
The Company reported operating income of$823.4 million in 2021 compared to$9.7 million in 2020. The Motorcycles segment reported operating income of$408.6 million , an improvement from an operating loss of$186.1 million in 2020. Operating income from the Financial Services segment increased$219.0 million compared to 2020. Refer to the Motorcycles and Related Products Segment and Financial Services Segment discussions for a more detailed analysis of the factors affecting operating results. Other income (expense) in 2021 was impacted by higher non-operating income related to the Company's defined benefit plans. Investment income decreased in 2021 as compared to 2020 driven by lower income from investments in marketable securities. The Company's effective income tax rate for 2021 was a 20.7% expense compared to a 108.3% benefit for 2020. The Company's 2021 effective tax rate was favorably impacted by discrete income tax benefits recorded during the year. During 2020, the Company recorded a pre-tax loss resulting in an income tax benefit which was further impacted by discrete income tax benefits recorded during 2020.
Diluted earnings per share was
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Motorcycle Retail Sales and Registration DataMotorcycle Retail Sales(a)
Retail unit sales of new Harley-Davidson and LiveWire motorcycles were as
follows:
Increase
2021 2020 (Decrease) % Change
United States 126,276 103,650 22,626 21.8 %
Canada 8,137 6,477 1,660 25.6
North America 134,413 110,127 24,286 22.1
(15.7)
Asia Pacific 25,090 27,220 (2,130) (7.8)
Latin America 3,652 5,995 (2,343) (39.1)
194,256 180,248 14,008 7.8 %
(a)Data source for retail sales figures shown above is new sales warranty and
registration information provided by dealers and compiled by the Company. The
Company must rely on information that its dealers supply concerning new retail
sales, and the Company does not regularly verify the information that its
dealers supply. This information is subject to revision.
Worldwide retail sales of new motorcycles were up 7.8% during 2021 compared to
2020 when retail sales were impacted by the onset of the COVID-19 pandemic.
Retail sales during 2021 also reflected strategic decisions made as part of The
Rewire.
The increase in retail sales in 2021 was driven by the North American market
which was positively impacted by increased demand for the Company's Grand
American Touring and large Cruiser motorcycles. Retail sales in 2021 also
benefited from the Company's introduction of Pan America™, its new Adventure
Touring motorcycles.
Retail sales outside of North America in 2021 were impacted by actions taken
under The Rewire to streamline the product portfolio to reduce complexity and
direct resources towards the Company's core stronghold products. This includes
the Company's decision to discontinue selling Street motorcycles and legacy
Sportster motorcycles in EMEA and certain countries within the Asia Pacific and
Latin American markets. Latin America retail sales were also impacted during
2021 by the reduction of dealers and pricing actions executed as part of The
Rewire in 2020 to restore profitability in those markets. In addition,
international retail sales were adversely impacted by longer shipping times.
At the end of 2021, worldwide retail inventory was down approximately 23%
compared to the end of 2020 and down a similar amount relative to the end of the
third quarter of 2021 primarily due to strong demand, in particular in the U.S.
market. Overall, the Company continued to observe strong pricing for both new
and used motorcycles and improved dealer profitability.
The Company's U.S. market share of new 601+cc motorcycles for 2021 was 44.5%, up
2.4 percentage points compared to 2020 (Source: Motorcycle Industry Council ).
The Company's U.S. market share increased on stronger retail sales performance
relative to the industry, as well as stronger performance in the Company's Grand
American Touring and Cruiser segments.
The Company's European market share of new 601+cc motorcycles for 2021 was 5.9%,
down 1.8 percentage points compared to 2020 reflecting the decline in retail
sales in Europe (Source: Management Services Helwig Schmitt GmbH ).
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--------------------------------------------------------------------------------Motorcycle Registration Data - 601+cc(a)
Industry retail registration data for new motorcycles was as follows:
2021 2020 Increase % Change
United States(b) 281,502 241,790 39,712 16.4 %
Europe(c) 427,807 411,991 15,816 3.8 %
(a)Data includes on-road models with internal combustion engines with
displacements greater than 600cc's and electric motorcycles with kilowatt peak
power equivalents greater than 600cc's (601+cc). On-road 601+cc models include
dual purpose models, three-wheeled motorcycles and autocycles. Registration data
for Harley-Davidson Street® 500 motorcycles is not included in this table.
(b)United States industry data is derived from information provided by
Motorcycle Industry Council . This third-party data is subject to revision and
update.
(c)Europe data includes Austria , Belgium , Denmark , Finland , France , Germany ,
Italy , Luxembourg, Netherlands , Norway , Spain , Sweden , Switzerland , and the
United Kingdom . Industry data is derived from information provided by Management
Services Helwig Schmitt GmbH . This third-party data is subject to revision and
update.
Motorcycles and Related Products Segment
Motorcycle Unit Shipments
Wholesale motorcycle unit shipments were as follows:
2021 2020 Unit Unit
Increase
Units Mix % Units Mix % (Decrease) % Change
Motorcycle Units:
United States 119,909 63.6 % 79,731 54.9 % 40,178 50.4 %
International 68,585 36.4 % 65,515 45.1 % 3,070 4.7
188,494 100.0 % 145,246 100.0 % 43,248 29.8 %
Motorcycle Units:
Grand American Touring(a) 93,961 49.8 % 61,322 42.2 % 32,639 53.2 %
Cruiser(b) 59,494 31.6 % 49,974 34.4 % 9,520 19.0
Adventure Touring 9,916 5.3 % - - % 9,916 100.0
Sportster® / Street 25,123 13.3 % 33,950 23.4 % (8,827) (26.0)
188,494 100.0 % 145,246 100.0 % 43,248 29.8 %
(a)Includes CVOTM and Trike
(b)Includes Softail® and LiveWireTM
During 2021, motorcycle shipments were up 29.8% from 2020 when shipments were
adversely impacted by the temporary suspension of the Company's global
manufacturing operations and the temporary closure of dealers in the first half
of 2020 resulting from the COVID-19 pandemic. The mix of Grand American Touring
and Cruiser motorcycles shipped during 2021 increased as a percent of total
shipments while the mix of Sportster/Street motorcycles decreased compared to
2020. In addition, motorcycle unit shipments during 2021 include the Company's
new Pan America™ models, its first Adventure Touring motorcycles, which were
launched in 2021.
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--------------------------------------------------------------------------------Segment Results
Condensed statements of operations for the Motorcycles segment were as follows
(in thousands):
Increase %
2021 2020 (Decrease) Change
Revenue:
Motorcycles $ 3,477,395 $ 2,350,407 $ 1,126,988 47.9 %
Parts and accessories 741,797 659,634 82,163 12.5
Apparel 228,106 186,068 42,038 22.6
Licensing 37,790 29,750 8,040 27.0
Other 55,152 38,195 16,957 44.4
4,540,240 3,264,054 1,276,186 39.1
Cost of goods sold 3,243,287 2,435,745 807,542 33.2
Gross profit 1,296,953 828,309 468,644 56.6
Operating expenses:
Selling & administrative expense 717,053 697,483 19,570 2.8
Engineering expense 168,534 197,838 (29,304) (14.8)
Restructuring expense 2,741 119,110 (116,369) (97.7)
888,328 1,014,431 (126,103) (12.4) %
Operating income (loss) $ 408,625 $ (186,122) $ 594,747 NM
Operating margin 9.0 % (5.7) % 14.7 pts.
The estimated impacts of the significant factors affecting the comparability of
revenue, cost of goods sold and gross profit from 2020 to 2021 were as follows
(in millions):
Cost of Goods
Revenue Sold Gross Profit
2020 $ 3,264.1 $ 2,435.7 $ 828.4
Volume 852.9 575.5 277.4
Price, net of related costs 63.2 (7.0) 70.2
Foreign currency exchange rates and hedging 56.6 22.8 33.8
Shipment mix 303.4 106.9 196.5
Raw material prices - 72.2 (72.2)
Manufacturing and other costs - 37.2 (37.2)
1,276.1 807.6 468.5
2021 $ 4,540.2 $ 3,243.3 $ 1,296.9 The following factors affected the comparability of net revenue, cost of goods sold and gross profit from 2020 to 2021:
•The increase in volume was due to higher wholesale motorcycle shipments and higher parts and accessories and apparel sales. •During 2021, revenue benefited from higher wholesale prices for motorcycles, including pricing surcharges that the Company imposed in theU.S. during the second half of 2021, and lower sales incentives. •Revenue and gross profit were favorably impacted by stronger foreign currency exchange rates relative to theU.S. dollar, partially offset by unfavorable net foreign currency losses associated with hedging and balance sheet remeasurements recorded in cost of goods sold. •Changes in the shipment mix between motorcycle families had a favorable impact on revenue and gross profit during 2021 as compared to 2020 due primarily to a higher mix of Grand American Touring and Cruiser models. •Raw material cost increases were driven by higher prices primarily due to supply chain challenges. •Manufacturing and other cost increases were due to higher supply chain costs and increased tariff costs, partially offset by a lower fixed cost per unit resulting from higher production volumes. The impact of additional EU tariffs was$55.5 million in 2021 compared to$18.3 million in 2020. 30 -------------------------------------------------------------------------------- Operating expenses were lower in 2021 compared to 2020 due primarily to lower restructuring costs following the Company's 2020 restructuring actions. Selling, administrative and engineering expenses benefited from cost savings resulting from the Company's 2020 restructuring actions; however, these benefits were offset by increased spending on TheHardwire initiatives. In 2020, operating expenses also benefited from cost saving efforts undertaken to preserve cash at the onset of the COVID-19 pandemic. Refer to Note 3 of the Notes to Consolidated financial statements for additional information regarding the Company's restructuring expenses. Financial Services Segment Segment Results Condensed statements of operations for the Financial Services segment were as follows (in thousands): (Decrease) 2021 2020 Increase % Change Financial Services revenue: Interest income$ 671,708 $ 682,517 $ (10,809) (1.6) % Other income 124,360 107,806 16,554 15.4 796,068 790,323 5,745 0.7 Financial Services expenses: Interest expense 192,944 246,447 (53,503) (21.7) Provision for credit losses 25,049 181,870 (156,821) (86.2) Operating expenses 162,587 155,306 7,281 4.7 Restructuring expense 674 10,899 (10,225) (93.8) 381,254 594,522 (213,268) (35.9) Operating income$ 414,814 $ 195,801 $ 219,013 111.9 % Interest income was lower in 2021 compared to 2020, primarily due to lower average outstanding finance receivables, partially offset by a higher average yield. Other income increased due in part to higher insurance and licensing income. Interest expense decreased due to lower average outstanding debt and a lower cost of funds. The provision for credit losses decreased$156.8 million compared to 2020 primarily due to improved economic conditions, favorable retail credit loss performance and the Company's outlook on future economic conditions. However, the pace of economic recovery remains uncertain as demonstrated by unemployment levels above those experienced prior to the COVID-19 pandemic, muted consumer confidence, rising inflation, global supply chain disruptions, and continuing COVID-19 pandemic-related challenges across theU.S. , among other factors. As such, at the end of 2021, the Company's outlook on economic conditions and its probability weighting of its economic forecast scenarios included continued slow economic improvement in its economic scenario weighting. The Company's expectations surrounding its economic forecasts may change in future periods as additional information becomes available. Annual losses on the Company's retail motorcycle loans were 1.19% during 2021 compared to 1.38% in 2020. The favorable retail credit loss performance was due to elevated used motorcycle values at auction in theU.S. and continued lower than normal delinquency levels driven by benefits provided to individuals under theU.S. federal stimulus packages and COVID-19 pandemic retail payment extensions. Favorable used motorcycle values stemmed from an ongoing low number of motorcycles at auction. The 30-day delinquency rate for retail motorcycle loans atDecember 31, 2021 increased to 3.33% from 3.18% atDecember 31, 2020 . Although the 30-day delinquency rate was elevated as compared to 2020, the 2021 delinquency rate remained below levels experienced prior to the COVID-19 pandemic. These continued low delinquency levels were driven by benefits to individuals provided underU.S. federal stimulus packages as well as the effects of COVID-19 pandemic-related retail payment extensions. Starting in the second quarter of 2020, the Company granted COVID-19 pandemic-related extensions to help customers get through financial difficulties associated with the pandemic. During 2021, the volume of extensions declined from the levels experienced during 2020 as a result of the COVID-19 pandemic, but extensions did not return to pre-COVID-19 pandemic levels until the end of the second quarter of 2021. Extensions specific to the COVID-19 pandemic were discontinued by the Company at the beginning of the third quarter of 2021. The Company continues to grant standard payment extensions to customers in accordance with its policies. The Company expects the delinquency rate to normalize over time as it moves further away from the influx of stimulus funding.(1)
Operating expenses increased
31
--------------------------------------------------------------------------------Changes in the allowance for credit losses on finance receivables were as follows (in thousands):
2021 2020
Balance, beginning of period $ 390,936 $ 198,581
Cumulative effect of change in accounting(a) - 100,604
Provision for credit losses 25,049 181,870
Charge-offs, net of recoveries (76,606) (90,119)
Balance, end of period $ 339,379 $ 390,936 (a)On
AtDecember 31, 2021 , the allowance for credit losses on finance receivables was$326.3 million for retail receivables and$13.1 million for wholesale receivables. AtDecember 31, 2020 , the allowance for credit losses on finance receivables was$371.7 million for retail receivables and$19.2 million for wholesale receivables.
Refer to Note 7 of the Notes to Consolidated financial statements for further discussion regarding the Company's allowance for credit losses on finance receivables.
Results of Operations 2020 Compared to 2019
Refer to 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, 2020 filed with the SEC on February 23, 2021 for a detailed
discussion of the results of operations for 2020 compared to 2019 and liquidity
and capital resources for 2020 compared to 2019.
Other MattersNew Accounting Standards Issued But Not Yet Adopted
There are no new accounting standards issued but not yet adopted that are material to the Company.
Critical Accounting Estimates
The Company's financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. Management believes that the following are some of the more critical judgment areas in the application of accounting policies that currently affect the Company's financial condition and results of operations. Management has discussed the development and selection of these critical accounting estimates with theAudit and Finance Committee of the Company's Board of Directors. Allowance for Credit Losses on Retail Finance Receivables - OnJanuary 1, 2020 , the Company adopted Accounting Standards Update (ASU) No. 2016-13, which requires an entity to recognize expected lifetime losses on finance receivables upon origination. The allowance for credit losses on retail finance receivables as ofDecember 31, 2021 and 2020 represents the Company's estimate of lifetime losses for its retail finance receivables. The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. The Company performs a collective evaluation of the adequacy of the retail allowance for credit losses. For periods afterJanuary 1, 2020 , the Company utilizes a vintage-based loss forecast methodology that includes decompositions for probability of default, exposure at default, attrition rate, and recovery balance rate. Reasonable and supportable economic forecasts for a two-year period are incorporated into the methodology to reflect the estimated impact of changes in future economic conditions, such as unemployment rates, household obligations or other relevant factors, over the two-year reasonable and supportable period. For periods beyond the Company's reasonable and supportable forecasts, the Company reverts to its average historical loss experience using a mean-reversion process over a three-year period. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, or term as well as other relevant factors.
Refer to Note 7 of the Notes to Consolidated financial statements for further discussion regarding the Company's allowance for credit losses on finance receivables.
Product Warranty and Recalls - Estimated warranty costs are recorded at the time
of sale and are based on a combination of historical claim cost data and other
known factors that may affect future warranty claims. The estimated costs
32
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associated with voluntary recalls are recorded when the liability is both
probable and estimable. The accrued cost of a recall is based on an estimate of
the cost to repair each affected motorcycle and the number of motorcycles
expected to be repaired based on historical data concerning the percentage of
affected customers that take advantage of recall offers. In the case of both
warranty and recall costs, as actual experience becomes available it is used to
update the accruals.
The factors affecting actual warranty and recall costs can be volatile. As a
result, actual warranty claims experience and recall costs may differ from
estimates, which could lead to material changes in the Company's accrued
warranty and recall costs. The Company's warranty and recall liabilities are
discussed further in Note 14 of the Notes to Consolidated financial statements.
Pensions and Other Postretirement Healthcare Benefits - The Company has a
defined benefit pension plan and postretirement healthcare benefit plans, which
cover certain eligible employees and retirees of the Motorcycles segment. The
Company also has unfunded supplemental employee retirement plan agreements
(SERPA) with certain employees.
U.S. Generally Accepted Accounting Principles (GAAP) requires that companies
recognize in their consolidated balance sheets a liability for defined benefit
pension and postretirement plans that are underfunded or an asset for defined
benefit pension and postretirement benefit plans that are overfunded.
Pension, SERPA and postretirement healthcare obligations and costs are
calculated through actuarial valuations. The valuation of benefit obligations
and net periodic benefit costs relies on key assumptions including discount
rates, mortality, long-term expected return on plan assets, future compensation
and healthcare cost trend rates.
The Company determines its discount rate assumptions by referencing high-quality
long-term bond rates that are matched to the duration of its benefit
obligations. Based on this analysis, the Company increased the weighted-average
discount rate for pension and SERPA obligations from 2.62% as of December 31,
2020 to 2.89% as of December 31, 2021 . The Company increased the
weighted-average discount rate for postretirement healthcare obligations from
2.11% as of December 31, 2020 to 2.72% as of December 31, 2021 . The Company
determines its healthcare trend assumption for the postretirement healthcare
obligation by considering factors such as estimated healthcare inflation, the
utilization of healthcare benefits and changes in the health of plan
participants. Based on the Company's assessment of this data as of December 31,
2021 , the Company set its healthcare cost trend rate at 6.75% as of December 31,
2021 . The Company expects the healthcare cost trend rate to reach its ultimate
rate of 5.00% by 2029.(1) These assumption changes were reflected immediately in
the benefit obligation and will be amortized into net periodic benefit costs
over future periods.
Plan assets are measured at fair value and are subject to market volatility. In
estimating the expected return on plan assets, the Company considers the
historical returns on plan assets, adjusted to reflect the current view of the
long-term investment market.
Changes in the funded status of defined benefit pension and postretirement
benefit plans resulting from the difference between assumptions and actual
results are initially recognized in other comprehensive income and amortized to
expense over future periods. Sensitivity to changes in major assumptions used in
the pension and postretirement healthcare obligations and costs was as follows
(in thousands):
Impact of a 1% Impact of a 1%
Amounts based Impact of a 1% increase in the decrease in the
on current decrease in the healthcare expected return on
assumptions discount rate cost trend rate assets
2021 Net periodic benefit cost:
Pension and SERPA $ 21,750 $ 32,688 n/a $ 21,116
Postretirement healthcare $ (3,593) $ (956) $ 304 $ 2,092
2021 Benefit obligations:
Pension and SERPA $ 2,174,595 $ 333,798 n/a n/a
Postretirement healthcare $ 286,301 $ 25,088 $ 7,341 n/a
The amounts based on current assumptions above exclude the impact of settlements
and curtailments. This information should not be viewed as predictive of future
amounts. The calculations of pension, SERPA and postretirement healthcare
obligations and costs are based on many factors in addition to those discussed
here. This information should be considered in combination with the information
provided in Note 15 of the Notes to Consolidated financial statements.
33
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Income Taxes - The Company accounts for income taxes in accordance with
Accounting Standards Codification Topic 740, Income Taxes (Topic 740). Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and other loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The Company reviews its deferred income tax asset valuation allowances
on a quarterly basis or whenever events or changes in circumstances indicate
that a review is required. In determining the requirement for a valuation
allowance, the historical and projected financial results of the legal entity or
consolidated group recording the net deferred income tax asset is considered,
along with any positive or negative evidence including tax law changes. Since
future financial results and tax law may differ from previous estimates,
periodic adjustments to the Company's valuation allowances may be necessary.
The Company is subject to income taxes in the
In the ordinary course of the Company's business, there are transactions and calculations where the ultimate tax determination is uncertain. Accruals for unrecognized tax benefits are provided for in accordance with the requirements of Topic 740. An unrecognized tax benefit represents the difference between the recognition of benefits related to items for income tax reporting purposes and financial reporting purposes. The unrecognized tax benefit is included within Other long-term liabilities on the Consolidated balance sheets. The Company has a liability for interest and penalties on exposure items, if applicable, which is recorded as a component of the overall income tax provision. The Company is regularly audited by tax authorities as a normal course of business. Although the outcome of tax audits is always uncertain, the Company believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provision includes amounts sufficient to pay any assessments(1). Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.
Refer to Note 4 of the Notes to Consolidated financial statements for further discussion regarding the Company's income taxes.
Commitments and Contingencies
The Company is subject to lawsuits and other claims related to product,
commercial, employee, environmental and other matters. In determining costs to
accrue 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. Any amounts accrued for these matters are
monitored on an ongoing basis and are updated based on new developments or new
information as it becomes available for each matter. Refer to Note 16 of the
Notes to Consolidated financial statements for a discussion of the Company's
commitments and contingencies.
Liquidity and Capital Resources
Based on the Company's current outlook, for both the near and longer terms, it
expects Motorcycles segment operations to continue to be funded primarily
through cash flows generated by operations and Financial Services segment
operations to continue to be funded with unsecured debt, unsecured commercial
paper, asset-backed commercial paper conduit facilities, committed unsecured
bank facilities, asset-backed securitizations and brokered certificates of
deposit.(1)
The Company's capital allocation priorities are to fund growth through The
The Company's strategy is to maintain a minimum of twelve months of its
projected liquidity needs through a combination of cash and cash equivalents and
availability under its credit facilities. In response to liquidity concerns
related to the COVID-19 pandemic, the Company increased its cash and cash
equivalents during 2020 through cash preservation efforts including the
suspension of discretionary share repurchases and the issuance of debt. The
Company's cash and cash equivalents remained higher than pre-COVID-19 pandemic
levels at the end of 2021, but during 2021, the Company began to gradually
reduce its cash and cash equivalents from 2020 levels.
34
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The Company's cash and cash equivalents and availability under its credit and
conduit facilities at
Cash and cash equivalents$ 1,874,745 Availability under credit and conduit facilities: Credit facilities 663,714 Asset-backedU.S. commercial paper conduit facility(a) 627,411
Asset-backed Canadian commercial paper conduit facility(a) 13,381
$ 3,179,251
(a)Includes facilities expiring in the next 12 months which the Company expects to renew prior to expiration.(1)
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 ofDecember 31, 2021 were as follows: Short-Term Long-Term Outlook Moody's P3 Baa3 Stable Standard & Poor's A3 BBB- Stable Fitch F2 BBB+ Negative 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.(1) The Financial Services operations could be 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 dealers and their retail customers, and dilution to existing shareholders through the use of alternative sources of capital.
Cash Flow Activity
Cash flow activities for the years ended
2021 2020
Net cash provided by operating activities $ 975,701 $ 1,177,890
Net cash used by investing activities (459,447) (66,783)
Net cash (used) provided by financing activities (1,884,931) 1,373,983
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(15,272) 18,712
Net (decrease) increase in cash, cash equivalents and restricted cash
$
(1,383,949)
Operating Activities
The decrease in operating cash flow in 2021 compared to 2020 was primarily due to an increase in wholesale financing activity driven by higher loan originations. The Company's sales of motorcycles and related products to dealers in theU.S. andCanada are financed throughHarley-Davidson Financial Services and become finance receivables upon the sale to the dealer and become operating cash flows when the dealer repays the wholesale finance receivable. As a result, the timing of the Company's operating cash flow is impacted by the amount and duration of the wholesale financing that dealers elect to utilize. The Company's operating cash flows were also lower than in 2020 due to changes in working capital primarily related to inventory and accounts receivable. The Company's accounts receivable balances, which relate primarily to sales outside ofNorth America , declined during 2020 on lower sales which were impacted by the COVID-19 pandemic. Conversely, as shipment volumes recovered in 2021, trade accounts receivable increased. The Company also experienced an increase in inventory during 2021 due primarily to a higher level of upcoming model year motorcycles in inventory, compared to 2020. The Company's inventory levels at year end are impacted by the model year change over which results in the production of 35 --------------------------------------------------------------------------------
the next model year's motorcycles at the end of the calendar year. These motorcycles are held in inventory until the new model year motorcycles are launched and shipped to dealers in January. In addition, supply chain disruptions also contributed to higher inventory levels at the end of 2021.
The Company continues to expect that it will generate sufficient cash inflows from operations to fund its ongoing operating cash requirements including those related to existing contractual commitments. The Company's purchase orders for inventory used in manufacturing generally do not become firm commitments until 90 days prior to expected delivery. The Company's material contractual operating cash commitments atDecember 31, 2021 relate to leases, retirement plan obligations and income taxes. The Company's long-term lease obligations and future payments are discussed further in Note 10 of the Notes to Consolidated financial statements. The Company's expected future contributions and benefit payments related to its defined benefit retirement plans are discussed further in Note 15 of the Notes to Consolidated financial statements. As described in Note 4 of the Notes to Consolidated financial statements, the Company has a liability for unrecognized tax benefits of$44.9 million and related accrued interest and penalties of$22.9 million as ofDecember 31, 2021 . The Company cannot reasonably estimate the period of cash settlement for either the liability for unrecognized tax benefits or accrued interest and penalties.
Investing Activities
The Company's most significant investing activities consist of capital expenditures and retail finance receivable originations and collections. Capital expenditures were$120.2 million and$131.1 million during 2021 and 2020, respectively. The Company's 2022 plan includes estimated capital investments between$190 to$220 million , all of which the Company expects to fund with net cash flow generated by operations.(1) Net cash outflows for finance receivables in 2021, which consisted primarily of retail finance receivables, were$384.2 million higher than in 2020 primarily due to higher retail finance receivable originations during 2021. The Company funds its finance receivables net lending activity through the issuance of debt and brokered certificates of deposit, discussed in the Financing Activities section.
Financing Activities
The Company's financing activities consist primarily of dividend payments, share repurchases and debt activities.
The Company paid dividends of
There were no discretionary share repurchases in 2021 or 2020. Share repurchases of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares were$11.6 million or 0.3 million shares and$8.0 million or 0.3 million shares during the years endedDecember 31, 2021 and 2020, respectively. As ofDecember 31, 2021 , there were 18.2 million shares remaining on a board-approved share repurchase authorization. 36 -------------------------------------------------------------------------------- Financing cash flows related to debt and brokered certificates of deposit activities resulted in net cash (outflows)/inflows of$(1.78) billion and$1.45 billion in 2021 and 2020, respectively. During 2021, debt levels declined in connection with the reduction in cash and cash equivalents as the Company normalized cash balances from the higher levels held at the end of 2020, as discussed earlier in Liquidity and Capital Resources. The Company's total outstanding debt and liability for brokered certificates of deposit consisted of the following as ofDecember 31 , (in thousands): 2021 2020 Outstanding debt: Unsecured commercial paper$ 751,286 $ 1,014,274 Asset-backed Canadian commercial paper conduit facility 85,054
116,678
Asset-backedU.S. commercial paper conduit facilities 272,589
402,205
Asset-backed securitization debt, net 1,627,142 1,791,956
Medium-term notes, net 3,408,660 4,917,714
Senior notes, net 744,668 743,977
$ 6,889,399 $ 8,986,804
Deposits, net $ 290,326 $ 79,965
Refer to Note 11 of the Notes to Consolidated financial statements for a summary
of future principal payments on the Company's debt obligations. Refer to Note 6
of the Notes to Consolidated financial statements for a summary of future
maturities on the Company's certificates of deposit.
Deposits - During 2020, Harley-Davidson Financial Services began offering
brokered certificates of deposit to customers indirectly through contractual
arrangements with third-party banks and/or securities brokerage firms through
its bank subsidiary. The Company had $290.3 million and $80.0 million , net of
fees, of interest-bearing brokered certificates of deposit outstanding as of
December 31, 2021 and 2020, respectively. The deposits are classified as short-
and long-term liabilities based upon the term of each brokered certificate of
deposit issued. Each separate brokered certificate of deposit is issued under a
master certificate, and as such, all outstanding brokered certificates of
deposit are considered below the Federal Deposit Insurance Corporation insurance
coverage limits.
Credit Facilities - In April 2020 , the Company entered into a $707.5 million
five-year credit facility to replace the $765.0 million five-year credit
facility that was due to mature in April 2021 . The new five-year credit facility
matures in April 2025 . The Company also amended its $780.0 million five-year
credit facility in April 2020 to $707.5 million with no change to the maturity
date of April 2023 . Additionally, the Company had a $350.0 million 364-day
credit facility that matured in May 2021 . The five-year credit facilities
(together, the Global Credit Facilities) bear interest at variable 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. The
Global Credit Facilities are committed facilities primarily used to support the
Company's unsecured commercial paper program.
Unsecured Commercial Paper - Subject to limitations, the Company could issue
unsecured commercial paper of up to $1.42 billion as of December 31, 2021
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)
37
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Medium-Term Notes - The Company had the following unsecured medium-term notes
issued and outstanding at
Principal Amount Rate Issue Date Maturity Date
$550,000 4.05% February 2019 February 2022
$400,000 2.55% June 2017 June 2022
$350,000 3.35% February 2018 February 2023
$737,302 (a) 4.94% May 2020 May 2023
$680,586 (b) 3.14% November 2019 November 2024
$700,000 3.35% June 2020 June 2025
(a)Euro denominated €650.0 million par value remeasured to
TheU.S. dollar-denominated medium-term notes provide for semi-annual interest payments and the foreign currency-denominated medium-term notes provide for annual interest payments. Principal on the medium-term notes is due at maturity. Unamortized discounts and debt issuance costs on the medium-term notes reduced the outstanding balance by$9.2 million and$15.4 million atDecember 31, 2021 and 2020, respectively. Senior Notes - InJuly 2015 , the Company issued$750.0 million of unsecured senior notes in an underwritten offering. The senior notes provide for semi-annual interest payments and principal due at maturity.$450.0 million of the senior notes mature inJuly 2025 and have an interest rate of 3.50%, and$300.0 million of the senior notes mature inJuly 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. On-Balance Sheet Asset-Backed Canadian Commercial Paper Conduit Facility - InJune 2021 , the Company renewed and 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 toC$125.0 million . Prior to the renewal and amendment, the Canadian Conduit was contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables for proceeds up toC$220.0 million . The transferred assets are restricted as collateral for the payment of the associated 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 ofC$125.0 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 expected remaining term of the related receivables is approximately 4 years. Unless earlier terminated or extended by mutual agreement between the Company and the lenders, as ofDecember 31, 2021 , the Canadian Conduit has an expiration date ofJune 27, 2022 . In 2021, the Company transferred$32.8 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of$27.4 million . In 2020, the Company transferred$77.9 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of$61.6 million . On-Balance Sheet Asset-BackedU.S. Commercial Paper Conduit Facilities VIE - UntilNovember 25, 2020 , the Company had two separate agreements with third-party banks and their asset-backedU.S. commercial paper conduits, a$300.0 million revolving facility agreement and a$600.0 million revolving facility agreement (together, the FormerU.S. Conduit Facilities). OnNovember 25, 2020 , the Company amended each revolving facility agreement by consolidating the two agreements into one$900.0 million revolving facility agreement (theU.S. Conduit Facility) with third-party banks and their asset-backedU.S. commercial paper conduits. Under the revolving facility agreement, the Company may transferU.S. retail motorcycle finance receivables to an SPE, which in turn may issue debt to those third-party banks and their asset-backedU.S. commercial paper conduits. In addition to the$900.0 million aggregate commitment, the agreement allows for additional borrowings, at the lender's discretion, of up to$300.0 million . OnNovember 19, 2021 , the Company renewed theU.S. Conduit Facility. Availability under theU.S. Conduit Facility is based on, among other things, the amount of eligibleU.S. retail motorcycle finance receivables held by the SPE as collateral. In 2021, the Company transferred$83.5 million ofU.S. retail motorcycle finance receivables to an SPE which, in turn, issued$71.5 million of debt under theU.S. Conduit Facility. In 2020, the Company transferred$195.3 million ofU.S. retail motorcycle finance receivables to an SPE which, in turn, issued$163.6 million of debt under the FormerU.S. Conduit Facilities. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates if funded by a conduit lender through the issuance of commercial paper. If not funded by a conduit lender through the issuance 38 -------------------------------------------------------------------------------- of commercial paper, the terms of the interest are based on LIBOR, with provisions for a transition to other benchmark rates, generally aligning to recommendations published by the Alternative Reference Rates Committee convened by theFederal Reserve Board andFederal Reserve Bank of New York . In each of these cases, a program fee is assessed based on the outstanding debt principal balance. TheU.S. Conduit Facility also provides for an unused commitment fee based on the unused portion of the total aggregate commitment. When calculating the unused fee, the aggregate commitment does not include any unused portion of the$300.0 million additional borrowings allowed. 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 theU.S. Conduit Facility, any outstanding principal will continue to be reduced monthly through available collections. The expected remaining term of the related receivables held by the SPE is approximately 5 years. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as ofDecember 31, 2021 , theU.S. Conduit Facility has an expiration date ofNovember 18, 2022 . Asset-Backed Securitization VIEs - For all of its asset-backed securitization transactions, the Company transfersU.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 purchasedU.S. retail motorcycle finance receivables. TheU.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 asset-backed 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. The Company's current outstanding 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, and as such, the retail 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 currently have various contractual maturities ranging from 2024 to 2029. In 2021, the Company transferred$1.30 billion ofU.S. retail motorcycle finance receivables to two separate SPEs which, in turn, issued$1.18 billion , or$1.17 billion net of discounts and issuance costs, of secured notes through two separate on-balance sheet asset-backed securitization transactions. In 2020, the Company transferred$2.42 billion ofU.S. retail motorcycle finance receivables to four separate SPEs which, in turn, issued$2.08 billion , or$2.06 billion net of discounts and issuance costs, of secured notes through four separate on-balance-sheet asset-backed securitization transactions. Support Agreement - The Company has a support agreement withHarley-Davidson Financial Services whereby, if required, the Company agrees to provideHarley-Davidson Financial Services with financial support to maintainHarley-Davidson Financial Services' 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. No amount has ever been provided toHarley-Davidson Financial Services under the support agreement. Operating and Financial Covenants -Harley-Davidson Financial Services and the Company are subject to various operating and financial covenants related to the credit facilities and various operating covenants under the medium-term and senior notes and theU.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below. The operating covenants limit the Company's andHarley-Davidson Financial Services' 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 ratio ofHarley-Davidson Financial Services' consolidated debt, excluding secured debt, toHarley-Davidson Financial Services' consolidated allowance for credit losses on finance receivables plusHarley-Davidson Financial Services' consolidated shareholders' equity, excluding accumulated other comprehensive loss (AOCL), cannot exceed 10.0 to 1.0 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 consolidated shareholders' equity (where the Company's consolidated debt in each case excludes that ofHarley-Davidson Financial Services and its subsidiaries, and the Company's consolidated shareholders' equity excludes AOCL) cannot exceed 0.7 to 1.0 as of the end of any fiscal quarter. No 39 --------------------------------------------------------------------------------
financial covenants are required under the medium-term or senior notes or the
At
Cautionary 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," "may,"
"will," "estimates," "targets," "intend," "is on-track," "forecasting," or words
of similar meaning. Similarly, statements that describe or refer to future
expectations, future plans, strategies, objectives, outlooks, targets, guidance,
commitments 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, unfavorably or favorably, from those
anticipated as of the date of this report. Certain of such risks and
uncertainties are described below. Shareholders, potential investors, and other
readers are urged to consider these factors in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included in this report are only made
as of the date of this report, and the Company disclaims any obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.
Important factors that could affect future results and cause those results to
differ materially from those expressed in the forward-looking statements
include, among others, the following: (i) the COVID-19 pandemic, including the
length and severity of the pandemic across the globe and the pace of recovery
following the pandemic and (ii) the Company's ability to: (a) execute its
business plans and strategies, including The Hardwire and the evolution of
LiveWire as a standalone brand, including the proposed separation of LiveWire
into a separate business of the Company through the combination of LiveWire with
ABIC, which includes the risks noted below; (b) manage supply chain and logistic
issues, including quality issues, availability of semiconductor chip components
and the ability to find alternative sources of those components in a timely
manner, unexpected interruptions or price increases caused by supplier
volatility, raw material shortages or natural disasters, and longer shipping
times and increased logistics costs, including successfully implementing pricing
surcharges; (c) realize the expected business benefits from the combination of
LiveWire with ABIC, which may be affected by, among other things: (I) the
ability of LiveWire to: (1) execute its plans to develop, produce, market, and
sell its electric vehicles; (2) achieve profitability, which is dependent on the
successful development and commercial introduction and acceptance of its
electric vehicles, and its services, which may not occur; (3) adequately control
the costs of its operations as a new entrant into a new space; (4) develop,
maintain, and strengthen its brand; (5) effectively establish and maintain
cooperation from its retail partners, largely drawn from the Company's
traditional motorcycle dealer network, to be able to effectively establish or
maintain relationships with customers for electric vehicles; (II) competition;
and (III) other risks and uncertainties indicated from time to time in the final
prospectus of ABIC, including under "Risk Factors" therein, and other documents
filed or to be filed with the SEC by the Company, LW EV Holdings, Inc. (HoldCo )
or ABIC; (d) accurately analyze, predict and react to changing market conditions
and successfully adjust to shifting global consumer needs and interests; (e)
successfully access the capital and/or credit markets on terms that are
acceptable to the Company and within its expectations; (f) successfully carry
out its global manufacturing and assembly operations; (g) develop and introduce
products, services and experiences on a timely basis that the market accepts,
that enable the Company to generate desired sales levels and that provide the
desired financial returns, including successfully implementing and executing
plans to strengthen and grow its leadership position in Grand American Touring,
large Cruiser and Trike, and grow its complementary businesses; (h) perform in a
manner that enables the Company to benefit from market opportunities while
competing against existing and new competitors; (i) successfully appeal: (i) the
revocation of the Binding Origin Information (BOI) decisions that allowed the
Company to supply its European Union (EU) market with certain of its motorcycles
produced at its Thailand operations at a reduced tariff rate and (ii) the denial
of the Company's application for temporary relief from the effect of the
revocation of the BOI decisions; (j) manage and predict the impact that new,
reinstated or adjusted tariffs may have on the Company's ability to sell
products internationally, and the cost of raw materials and components,
including the temporary lifting of the Section 232 steel and aluminum tariffs
and incremental tariffs on motorcycles imported into the EU from the U.S. ,
between the U.S. and EU, which expires on December 31, 2023 ; (k) prevent,
detect, and remediate any issues with its motorcycles or any issues associated
with the 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, and carry
out any product programs or recalls within expected costs and timing; (l) manage
the impact that prices for and supply of used motorcycles may have on its
business, including on retail sales of new motorcycles; (m) successfully manage
and reduce costs throughout the business; (n) manage through changes in general
economic and business conditions, including changing capital, credit and retail
markets, and the changing political environment; (o) continue to develop the
capabilities of its distributors and dealers,
40--------------------------------------------------------------------------------
effectively implement changes relating to its dealers and distribution methods and manage the risks that its dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand; (p) continue to develop and maintain a productive relationship with Zhejiang Qianjiang Motorcycle Co., Ltd. and launch related products in a timely manner; (q) maintain a productive relationship with Hero MotoCorp as a distributor and licensee of the Harley-Davidson brand name inIndia ; (r) successfully maintain a manner in which to sell motorcycles inChina and theCompany's Association of Southeast Asian Nations (ASEAN) countries that does not subject its motorcycles to incremental tariffs; (s) manage itsThailand corporate and manufacturing operation in a manner that allows the Company to avail itself of preferential free trade agreements and duty rates, and sufficiently lower prices of its motorcycles in certain markets; (t) accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices; (u) retain and attract talented employees, and eliminate personnel duplication, inefficiencies and complexity throughout the organization; (v) prevent a cybersecurity breach involving consumer, employee, dealer, supplier, or Company data and respond to evolving regulatory requirements regarding data security; (w) manage the credit quality, the loan servicing and collection activities, and the recovery rates ofHarley-Davidson Financial Services' loan portfolio; (x) adjust to tax reform, healthcare inflation and reform and pension reform, and successfully estimate the impact of any such reform on the Company's business; (y) manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles; (z) implement and manage enterprise-wide information technology systems, including systems at its manufacturing facilities; (aa) manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations; (bb) manage its exposure to product liability claims and commercial or contractual disputes; (cc) continue to manage the relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness; (dd) achieve anticipated results with respect to the Company's pre-owned motorcycle program, Harley-Davidson Certified, and the Company'sH-D1 Marketplace ; (ee) accurately predict the margins of its Motorcycles and Related Products segment in light of, among other things, tariffs, the cost associated with product development initiatives and the Company's complex global supply chain; and (ff) optimize capital allocation in light of the Company's capital allocation priorities. The Company's operations, demand for its products, and its liquidity could be adversely impacted by work stoppages, facility closures, strikes, natural causes, widespread infectious disease, terrorism, or other factors. Other factors are described in Item 1A. Risk Factors of this report. 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 dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its 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 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, the impact of the COVID-19 pandemic, or other factors. In recent years,Harley-Davidson Financial Services has experienced historically low levels of retail credit losses, but there is no assurance that this will continue. The Company believes thatHarley-Davidson Financial Services' retail credit losses will increase over time due among other things to factors that have contributed recently to low levels of losses, including the favorable impact of recent federal stimulus payments that will not recur.
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