Asset-Backed Financing

The Company participates in asset-backed financing through both term asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. The Company treats these transactions as secured borrowings because either they are transferred to consolidated variable interest entities (VIEs) or the Company maintains effective control over the assets and does not meet the accounting sale requirements under ASC Topic 860, "Transfers and Servicing" (ASC Topic 860). In the Company's asset-backed financing programs, the Company transfers retail motorcycle finance receivables to special purpose entities (SPE), which are considered VIEs under U.S. GAAP. Each SPE then converts those assets into cash, through the issuance of debt.

The Company is required to consolidate any VIE in which it is deemed to be the primary beneficiary through having power over the significant activities of the entity and having an obligation to absorb losses or the right to receive benefits from the VIE which are potentially significant to the VIE. The Company is considered to have the power over the significant activities of its term asset-backed securitization and asset-backed U.S. commercial paper conduit facility VIEs due to its role as servicer. Servicing fees are typically not considered potentially significant variable interests in a VIE. However, the Company retains a residual interest in the VIEs in the form of a debt security, which gives the Company the right to receive benefits that could be potentially significant to the VIE. Therefore, the Company is the primary beneficiary and consolidates all of these VIEs within its consolidated financial statements.

The Company is not the primary beneficiary of the asset-backed Canadian commercial paper conduit facility VIE; therefore, the Company does not consolidate this VIE. However, the Company treats the conduit facility as a secured borrowing as it maintains effective control over the assets transferred to the VIE and therefore does not meet the requirements for sale accounting under ASC Topic 860. As such, the Company retains the transferred assets and the related debt within its Consolidated Balance Sheet.

Servicing fees paid by VIEs to the Company are eliminated in consolidation and therefore are not recorded on a consolidated basis. The Company is not required, and does not currently intend, to provide any additional financial support to its VIEs. Investors and creditors only have recourse to the assets held by the VIEs.

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



	March 29, 2015
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,919,723	$	(43,128	)	$	138,574	$	3,443	$	2,018,612	$	1,770,777
Asset-backed U.S. commercial paper conduit facility	—		—			—		311		311		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	169,278		(2,999		)	12,057		398		178,734		154,035
Total on-balance sheet assets and liabilities	$	2,089,001	$	(46,127	)	$	150,631	$	4,152	$	2,197,657	$	1,924,812

	December 31, 2014
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,458,602	$	(32,156	)	$	110,017	$	2,987	$	1,539,450	$	1,271,533
Asset-backed U.S. commercial paper conduit facility	—		—			—		422		422		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	185,099		(2,965		)	12,035		262		194,431		166,912
Total on-balance sheet assets and liabilities	$	1,643,701	$	(35,121	)	$	122,052	$	3,671	$	1,734,303	$	1,438,445

	March 30, 2014
	Finance receivables		Allowance for credit losses			Restricted cash		Other assets		Total assets		Asset-backed debt
On-balance sheet assets and liabilities
Consolidated VIEs
Term asset-backed securitizations	$	1,221,855	$	(24,998	)	$	105,536	$	3,083	$	1,305,476	$	1,096,633
Asset-backed U.S. commercial paper conduit facility	—		—			—		304		304		—
Unconsolidated VIEs
Asset-backed Canadian commercial paper conduit facility	200,147		(3,257		)	12,347		238		209,475		164,704
Total on-balance sheet assets and liabilities	$	1,422,002	$	(28,255	)	$	117,883	$	3,625	$	1,515,255	$	1,261,337

Term Asset-Backed Securitization VIEs

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

During the first quarter of 2015, the Company issued $700.0 million of secured notes through one term asset-backed securitization transaction. There were no term asset-backed securitization transactions during the first quarter of 2014.

Asset-Backed U.S. Commercial Paper Conduit Facility VIE

In September 2014, the Company amended and restated its facility (U.S. Conduit) with a third-party bank sponsored asset-backed commercial paper conduit, which provides for a total aggregate commitment of $600.0 million based on, among other things, the amount of eligible U.S. retail motorcycle loans held by a SPE as collateral. Under the facility, the Company may transfer U.S. retail motorcycle finance receivables to a SPE, which in turn may issue debt to third-party bank-sponsored asset-backed commercial paper conduits.

The assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company’s creditors. The terms for this debt provide for interest on the outstanding principal generally based on prevailing commercial paper rates plus a program fee based on outstanding principal, or LIBOR plus a specified margin to the extent the advance is not funded by a conduit lender through the issuance of commercial paper. The U.S. Conduit also provides for an unused commitment fee based on the unused portion of the total aggregate commitment of $600.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the U.S. Conduit has an expiration date of October 30, 2015.

The SPE had no borrowings outstanding under the U.S. Conduit at March 29, 2015, December 31, 2014 or March 30, 2014; therefore, U.S. Conduit assets are restricted as collateral for the payment of fees associated with the unused portion of the total aggregate commitment.

Asset-Backed Canadian Commercial Paper Conduit Facility

In June 2014, the Company amended its facility agreement (Canadian Conduit) with a Canadian bank-sponsored asset-backed commercial paper conduit. Under the agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables for proceeds up to C$200.0 million. The transferred assets are restricted as collateral for the payment of the debt. The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment of C$200.0 million. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, the Canadian Conduit has an expiration date of June 30, 2015. The contractual maturity of the debt is approximately 5 years.

As the Company participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, was $24.7 million at March 29, 2015. The maximum exposure is not an indication of the Company's expected loss exposure.

During the first quarter of 2015, the Company transferred $19.2 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of $16.8 million. During the first quarter of 2014, HDFS transferred $15.7 million of Canadian retail motorcycle finance receivables to the Canadian Conduit for proceeds of $13.8 million.

Debt

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



	March 29, 2015		December 31, 2014		March 30, 2014
Unsecured commercial paper	$	70,329	$	731,786	$	974,153

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



	March 29, 2015			December 31, 2014			March 30, 2014
Secured debt
Asset-backed Canadian commercial paper conduit facility	$	154,035		$	166,912		$	164,704
Term asset-backed securitization debt	1,770,777			1,271,533			1,096,633
Unsecured notes
5.75% Medium-term notes due in 2014 ($500.0 million par value)	—			—			499,906
1.15% Medium-term notes due in 2015 ($600.0 million par value)	599,886			599,817			599,612
3.88% Medium-term notes due in 2016 ($450.0 million par value)	449,950			449,937			449,897
2.70% Medium-term notes due in 2017 ($400.0 million par value)	399,967			399,963			399,950
1.55% Medium-term notes due in 2017 ($400.0 million par value)	399,510			399,464			—
6.80% Medium-term notes due in 2018 ($888.0 million par value)	887,424			887,381			909,786
2.40% Medium-term notes due in 2019 ($600.0 million par value)	597,951			597,836			—
2.15% Medium-term notes due in 2020 ($600.0 million par value)	598,649			—			—
Gross long-term debt	5,858,149			4,772,843			4,120,488
Less: current portion of long-term debt	(1,500,611		)	(1,011,315		)	(848,840		)
Long-term debt	$	4,357,538		$	3,761,528		$	3,271,648

During the first quarter of 2015, the Company issued $700.0 million of secured notes through a term asset-backed securitization transaction. The term asset-backed securitization transactions are further discussed in Note 5. There were no term asset-backed securitization transactions during the first quarter of 2014.

During the first quarter of 2015, the Company issued $600.0 million of medium-term notes which mature in February 2020 and have an annual interest rate of 2.15%. There were no medium-term notes issued during the first quarter of 2014.