Harley-Davidson, Inc. (NYSE:HOG) Q3 2019 Earnings Conference Call October 22, 2019 9:00 AM ET Company Participants Shannon Burns - Director-Investor Relations Matt Levatich - President and Chief Executive Officer John Olin - Chief Financial Officer Conference Call Participants Joseph Altobello - Raymond James Jaime Katz - Morningstar David MacGregor - Longbow Research Sharon Zackfia - William Blair James Hardiman - Wedbush Securities Craig Kennison - Baird Billy Kovanis - Morgan Stanley Tim Conder - Wells F ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ 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 ...

Harley-Davidson, Inc. (NYSE:HOG) Q2 2019 Earnings Conference Call July 23, 2019 9:00 AM ET Company Participants Shannon Burns – Director-Investor Relations Matt Levatich – President and Chief Executive Officer John Olin – Chief Financial Officer Conference Call Participants Tim Conder – Wells Fargo Sharon Zackfia – William Blair Craig Kennison – Baird Felicia Hendrix – Barclays Joseph Spak – RBC Capital Markets Operator Good morning. My name is Lisa, and I'll be your conference operator today. At this time, ...

Part I Financial Information This section presents unaudited consolidated financial statements, management's discussion, market risk, and controls [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements and detailed notes for the reporting periods [Consolidated Statements of Income](index=2&type=section&id=Consolidated%20Statements%20of%20Income) This section presents unaudited consolidated statements of income, detailing revenue, operating income, and net income Consolidated Statements of Income (Q1 2019 vs Q1 2018) | Metric | March 31, 2019 (in thousands) | April 1, 2018 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$1,384,380** | **$1,542,121** | **-10.2%** | | Motorcycles and Related Products Revenue | $1,195,637 | $1,363,947 | -12.3% | | Financial Services Revenue | $188,743 | $178,174 | +5.9% | | **Operating Income** | **$167,112** | **$236,417** | **-29.3%** | | **Net Income** | **$127,945** | **$174,763** | **-26.8%** | | **Diluted EPS** | **$0.80** | **$1.03** | **-22.3%** | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section provides unaudited consolidated balance sheets, outlining assets, liabilities, and shareholders' equity Consolidated Balance Sheet Highlights | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | April 1, 2018 (in thousands) | | :--- | :--- | :--- | :--- | | **Total Assets** | **$10,580,613** | **$10,665,664** | **$10,277,621** | | Cash and cash equivalents | $749,600 | $1,203,766 | $753,517 | | Finance receivables, net (Total) | $7,438,592 | $7,221,931 | $7,126,442 | | Inventories | $595,806 | $556,128 | $564,571 | | **Total Liabilities** | **$8,783,002** | **$8,891,715** | **$8,281,672** | | Short-term debt | $1,192,925 | $1,135,810 | $1,036,976 | | Long-term debt, net | $4,744,694 | $4,887,667 | $4,108,511 | | **Total Shareholders' Equity** | **$1,797,611** | **$1,773,949** | **$1,995,949** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section presents unaudited consolidated statements of cash flows, categorizing cash movements by activity Consolidated Cash Flow Summary (Q1 2019 vs Q1 2018) | Cash Flow Activity | Three months ended March 31, 2019 (in thousands) | Three months ended April 1, 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $32,671 | $191,594 | | Net cash used by investing activities | ($77,200) | ($21,651) | | Net cash used by financing activities | ($415,679) | ($98,930) | | **Net (decrease) increase in cash** | **($460,617)** | **$73,047** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section details accounting policies, segment information, and financial instrument disclosures - The company operates in two reportable segments: Motorcycles and Related Products (Motorcycles) and Financial Services[21](index=21&type=chunk) - The company adopted new lease accounting standard **ASU 2016-02** on **January 1, 2019**, resulting in the recognition of right-of-use assets and lease liabilities of **approximately $60 million**[22](index=22&type=chunk)[24](index=24&type=chunk) Revenue by Source (Q1 2019 vs Q1 2018) | Revenue Source | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | **Motorcycles & Related Products** | **$1,195,637** | **$1,363,947** | | Motorcycles | $964,575 | $1,121,673 | | Parts & Accessories | $159,703 | $169,075 | | General Merchandise | $55,401 | $56,601 | | **Financial Services** | **$188,743** | **$178,174** | | **Total Revenue** | **$1,384,380** | **$1,542,121** | - The company initiated a multi-year Manufacturing Optimization Plan in January 2018, involving the consolidation of its Kansas City plant into its York, PA plant and the closure of its Adelaide, Australia wheel operations. Expected costs are **$152 million to $162 million** through 2019[34](index=34&type=chunk)[35](index=35&type=chunk) - On **March 4, 2019**, the company acquired StaCyc, Inc., a producer of electric-powered two-wheelers for children, for a total consideration of **$14.9 million**. This acquisition supports the company's expansion into electric vehicles[45](index=45&type=chunk) Finance Receivables, Net by Type | Type | March 31, 2019 (in thousands) | April 1, 2018 (in thousands) | | :--- | :--- | :--- | | Retail | $6,290,036 | $6,064,192 | | Wholesale | $1,339,428 | $1,252,600 | | **Total Finance Receivables** | **$7,629,464** | **$7,316,792** | - The company utilizes derivative instruments, including foreign currency contracts, commodity contracts, and interest rate swaps, to mitigate risks from foreign exchange rates, commodity prices, and interest rates. These are not used for speculative purposes[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - The company participates in asset-backed financing through both on-balance sheet and off-balance sheet special purpose entities (SPEs) to convert retail motorcycle finance receivables into cash[88](index=88&type=chunk)[91](index=91&type=chunk) Operating Income by Segment (Q1 2019 vs Q1 2018) | Segment | Q1 2019 (in thousands) | Q1 2018 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Motorcycles | $108,381 | $172,838 | -37.3% | | Financial Services | $58,731 | $63,579 | -7.6% | | **Total Operating Income** | **$167,112** | **$236,417** | **-29.3%** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2019 financial results, outlook, segment performance, liquidity, and risks [Overview and Outlook](index=42&type=section&id=Overview%20and%20Outlook) This section provides an executive summary of financial performance, retail sales, and future guidance - Q1 2019 net income was **$127.9 million** (**$0.80/share**), down from **$174.8 million** (**$1.03/share**) in Q1 2018. The decline was driven by lower shipments, unfavorable mix, and incremental tariffs in the Motorcycles segment[160](index=160&type=chunk) - Worldwide dealer retail sales of new motorcycles fell **3.8% YoY** in Q1 2019, with U.S. sales down **4.2%** and international sales down **3.3%**. Sales were adversely impacted by limited availability of Street motorcycles following a recall[161](index=161&type=chunk) - **2019 Outlook**: The company expects to ship **217,000 to 222,000 motorcycles**, down **3% to 5%** from 2018. Motorcycles segment operating margin is expected to be between **8.0% and 9.0%**. The impact of incremental tariffs is projected to be **approximately $100 million to $120 million**[165](index=165&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) - **Q2 2019 Outlook**: The company expects to ship **65,500 to 70,500 motorcycles**, down **3% to 10% YoY**. Motorcycles segment operating margin is expected to be down **approximately 4 percentage points** compared to Q2 2018[172](index=172&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) This section analyzes operational performance, including retail sales, wholesale shipments, and segment results Worldwide Retail Sales of Harley-Davidson Motorcycles (Q1 2019 vs Q1 2018) | Region | Q1 2019 Units | Q1 2018 Units | YoY Change | | :--- | :--- | :--- | :--- | | United States | 28,091 | 29,309 | -4.2% | | International | 21,060 | 21,777 | -3.3% | | **Total Worldwide** | **49,151** | **51,086** | **-3.8%** | - In the U.S., the company's market share for new 601+cc motorcycles increased by **0.6 percentage points** to **51.1%** in Q1 2019, despite a **4.7%** decline in the overall U.S. industry[190](index=190&type=chunk)[192](index=192&type=chunk) Wholesale Motorcycle Unit Shipments (Q1 2019 vs Q1 2018) | Category | Q1 2019 Units | Q1 2018 Units | YoY Change | | :--- | :--- | :--- | :--- | | Touring | 25,043 | 30,857 | -18.8% | | Cruiser | 20,451 | 21,554 | -5.1% | | Sportster® / Street | 13,397 | 11,533 | +16.2% | | **Total Units** | **58,891** | **63,944** | **-7.9%** | - Motorcycles segment gross profit decreased by **$126.3 million (26.7%) YoY**, driven by lower shipment volume, unfavorable shipment mix, negative currency effects, and **$21.0 million** in incremental tariff costs[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - Financial Services segment operating income decreased **7.6%** to **$58.7 million**, primarily due to a higher provision for credit losses, higher interest expense from increased debt, and higher operating expenses related to a new loan management system[203](index=203&type=chunk)[204](index=204&type=chunk)[206](index=206&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses cash flow, debt levels, share repurchases, and overall financial flexibility - Net cash provided by operating activities decreased significantly to **$32.7 million** in Q1 2019 from **$191.6 million** in Q1 2018, primarily due to lower sales and unfavorable changes in working capital[225](index=225&type=chunk)[226](index=226&type=chunk) - The company repurchased **1.7 million shares** for **$61.7 million** during Q1 2019. As of March 31, 2019, **14.9 million shares** remained on a board-approved share repurchase authorization[228](index=228&type=chunk)[262](index=262&type=chunk) - Total debt increased to **$7.31 billion** as of March 31, 2019, from **$7.02 billion** as of April 1, 2018[229](index=229&type=chunk) - The company maintains a support agreement with its financial services arm, HDFS, to ensure HDFS maintains a fixed-charge coverage of at least **1.25** and a minimum net worth of **$40.0 million**[245](index=245&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from foreign exchange, commodities, and interest rates, mitigated by derivatives - The company's primary market risks are foreign currency fluctuations (especially **Euro, AUD, JPY, BRL, CAD, MXN**), commodity price changes, and interest rate changes affecting HDFS[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - Derivative financial instruments are used selectively to hedge these risks under strict policies that prohibit speculative trading[254](index=254&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with no material changes to internal financial reporting controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[258](index=258&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[259](index=259&type=chunk) Part II Other Information This section details legal proceedings, equity security transactions, and a list of exhibits filed with the report [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including EPA matters, with accruals for potential costs - The company is awaiting a court decision on a **2017 settlement** with the EPA regarding emissions and aftermarket parts. An accrual has been made for this matter[133](index=133&type=chunk)[211](index=211&type=chunk) - The company is involved in ongoing environmental remediation at its York, PA facility, sharing costs with the U.S. Navy. An accrual for its share of future costs has been recorded[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 1.71 million shares in Q1 2019, with 14.9 million shares remaining for repurchase Share Repurchases in Q1 2019 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 1 - Feb 3 | 457,779 | **$34** | | Feb 4 - Mar 3 | 1,254,645 | **$37** | | Mar 4 - Mar 31 | 1,588 | **$37** | | **Total** | **1,714,012** | **$36** | - As of March 31, 2019, **14.9 million shares** remained available for repurchase under the February 2018 board authorization[262](index=262&type=chunk) [Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including certifications and XBRL data - Exhibits filed include officer's certificates for Medium-Term Notes, CEO and CFO certifications pursuant to Rule 13a-14(a), and XBRL instance documents[267](index=267&type=chunk)

Financial Data and Key Metrics Changes - Consolidated net income decreased compared to the prior year due to lower operating income, with EPS for the quarter at $0.80, and $0.98 when excluding restructuring costs and incremental tariffs [20][22][36] - Worldwide retail sales of new Harley-Davidson motorcycles in Q1 were down 3.8% year-over-year, with U.S. retail sales down 4.2% [21][24] - Financial Services operating income decreased by 7.6% [20][30] Business Line Data and Key Metrics Changes - Motorcycle operating income was impacted by lower shipments and unfavorable mix, with revenue for the Motorcycle segment down 12.3% due to a 7.9% decrease in motorcycle shipments [20][28] - Retail sales of Street motorcycles were significantly impacted by limited availability following a recall, but resumed in late March slightly ahead of expectations [21][22] - International retail sales were down 3.3% year-over-year, significantly impacted by the lack of Street motorcycles available for sale [25][26] Market Data and Key Metrics Changes - U.S. market share of new bike registrations was 51.1%, up 0.6 percentage points, with market share gains driven by stronger dealer support and marketing efforts [24][25] - Retail sales in emerging ASEAN markets increased by 126% due to tariff mitigation from the Thailand manufacturing investment [13][27] - Retail sales in Japan and Australia were weak, with Japan experiencing a decline and Australia facing competitive new product introductions [26] Company Strategy and Development Direction - The company is focused on building the next generation of Harley-Davidson riders globally through the "More Roads to Harley-Davidson" plan, aiming to expand into new segments and markets [6][14] - The strategy includes launching new middleweight models and entering segments representing nearly 90% of the global motorcycle volume [14][55] - The company is committed to electrification and expanding its product offerings, including electric motorcycles and pedal-assist bicycles [10][15] Management's Comments on Operating Environment and Future Outlook - Management remains cautious about the ongoing challenges in the U.S. motorcycle industry, including trade wars and competitive pressures [8][22] - Despite headwinds, management is encouraged by recent retail sales trends and believes the "More Roads" plan will drive significant growth [36][37] - The company is prepared to face challenges and is committed to long-term growth and shareholder returns [36][37] Other Important Information - The company has hired a new Brand President to unify and enhance the brand's presence across all consumer touchpoints [16][45] - The Thailand facility is expected to provide competitive pricing and growth opportunities in the ASEAN region [27] - The company plans to maintain a minimum of 12 months of projected liquidity needs in cash or committed credit facilities [33] Q&A Session Summary Question: Outlook for the remainder of the year - Management confirmed that Q1 performance does not change the outlook for the remainder of the year, maintaining expectations for operating margins of 8% to 9% [39][40] Question: Objectives of the new Brand President role - The new Brand President role aims to leverage the brand's power across all consumer interactions to inspire new riders [44][45] Question: Impact of tariffs on business - Management discussed the significant impact of EU tariffs and the ongoing strategy to mitigate these through international manufacturing [48][49] Question: Changes in retail sales trends - Recent sales trends showed improvement, particularly in March, driven by increased marketing and dealer support [66][68] Question: Street motorcycles availability - Street motorcycles are fully accounted for in the second quarter outlook, with expectations to catch up on lost sales [60][62] Question: Market conditions in France and the U.K. - France showed good growth in Q1, while the U.K. continued to face challenges due to Brexit-related uncertainties [64]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9183 Harley-Davidson, Inc. (Exact name of registrant as specified in its charter) Wisconsin 39-1382325 (State of organization) (I.R.S. Employer Ide ...