17. Supplemental Consolidating Data

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


	Three months ended April 1, 2012
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and related products	$	1,275,783	$	—	$	(2,414	)	$	1,273,369
Financial services		—		155,906		416			156,322

Total revenue		1,275,783		155,906		(1,998	)		1,429,691

Costs and expenses:
Motorcycles and related products cost of goods sold		816,859		—		—			816,859
Financial services interest expense		—		51,256		—			51,256
Financial services provision for credit losses		—		9,014		—			9,014
Selling, administrative and engineering expense		236,579		31,072		(1,998	)		265,653
Restructuring expense		11,451		—		—			11,451

Total costs and expenses		1,064,889		91,342		(1,998	)		1,154,233

Operating income		210,894		64,564		—			275,458
Investment income		226,933		—		(225,000	)		1,933
Interest expense		11,495		—		—			11,495

Income before provision for income taxes		426,332		64,564		(225,000	)		265,896
Provision for income taxes		70,618		23,243		—			93,861

Income from continuing operations		355,714		41,321		(225,000	)		172,035
Loss from discontinued operations, net of tax		—		—		—			—

Net income	$	355,714	$	41,321	$	(225,000	)	$	172,035


	Three months ended March 27, 2011
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
Revenue:
Motorcycles and related products	$	1,065,490	$	—	$	(2,446	)	$	1,063,044
Financial services		—		161,752		134			161,886

Total revenue		1,065,490		161,752		(2,312	)		1,224,930

Costs and expenses:
Motorcycles and related products cost of goods sold		711,178		—		—			711,178
Financial services interest expense		—		58,035		—			58,035
Financial services provision for credit losses		—		5,606		—			5,606
Selling, administrative and engineering expense		203,671		32,756		(2,312	)		234,115
Restructuring expense		22,999		—		—			22,999

Total costs and expenses		937,848		96,397		(2,312	)		1,031,933

Operating income		127,642		65,355		—			192,997
Investment income		126,398		—		(125,000	)		1,398
Interest expense		11,481		—		—			11,481

Income before provision for income taxes		242,559		65,355		(125,000	)		182,914
Provision for income taxes		40,126		23,528		—			63,654

Income from continuing operations		202,433		41,827		(125,000	)		119,260
Loss from discontinued operations, net of tax		—		—		—			—

Net income	$	202,433	$	41,827	$	(125,000	)	$	119,260


	April 1, 2012
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	929,028	$	347,309	$	—		$	1,276,337
Marketable securities		134,946		—		—			134,946
Accounts receivable, net		581,569		—		(317,297	)		264,272
Finance receivables, net		—		1,339,139		—			1,339,139
Restricted finance receivables held by variable interest entities, net		—		546,350		—			546,350
Inventories		467,941		—		—			467,941
Restricted cash held by variable interest entities		—		246,995		—			246,995
Other current assets		174,053		63,497		—			237,550

Total current assets		2,287,537		2,543,290		(317,297	)		4,513,530

Finance receivables, net		—		2,020,036		—			2,020,036
Restricted finance receivables held by variable interest entities, net		—		1,971,878		—			1,971,878
Property, plant and equipment, net		761,191		29,873		—			791,064
Goodwill		29,740		—		—			29,740
Other long-term assets		336,167		15,970		(73,038	)		279,099

	$	3,414,635	$	6,581,047	$	(390,335	)	$	9,605,347

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	280,738	$	392,461	$	(317,297	)	$	355,902
Accrued liabilities		478,227		102,722		(3,330	)		577,619
Short-term debt		—		629,143		—			629,143
Current portion of long-term debt		—		399,939					399,939
Current portion of long-term debt held by variable interest entities		—		620,624		—			620,624

Total current liabilities		758,965		2,144,889		(320,627	)		2,583,227

Long-term debt		303,000		2,481,688		—			2,784,688
Long-term debt held by variable interest entities		—		1,133,696		—			1,133,696
Pension liability		118,212		—		—			118,212
Postretirement healthcare benefits		265,871		—		—			265,871
Other long-term liabilities		130,278		14,716		—			144,994

Commitments and contingencies (Note 16)

Total shareholders' equity		1,838,309		806,058		(69,708	)		2,574,659

	$	3,414,635	$	6,581,047	$	(390,335	)	$	9,605,347


	December 31, 2011
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	943,330	$	583,620	$	—		$	1,526,950
Marketable securities		153,380		—		—			153,380
Accounts receivable, net		393,615		—		(174,576	)		219,039
Finance receivables, net		—		1,168,603		—			1,168,603
Restricted finance receivables held by variable interest entities, net		—		591,864		—			591,864
Inventories		418,006		—		—			418,006
Restricted cash held by variable interest entities		—		229,655		—			229,655
Other current assets		167,423		67,286		—			234,709

Total current assets		2,075,754		2,641,028		(174,576	)		4,542,206

Finance receivables, net		—		1,754,441		—			1,754,441
Restricted finance receivables held by variable interest entities, net		—		2,271,773		—			2,271,773
Property, plant and equipment, net		779,330		30,129		—			809,459
Goodwill		29,081		—		—			29,081
Other long-term assets		322,379		17,460		(72,635	)		267,204

	$	3,206,544	$	6,714,831	$	(247,211	)	$	9,674,164

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	220,957	$	209,332	$	(174,576	)	$	255,713
Accrued liabilities		482,838		85,038		(3,704	)		564,172
Short-term debt		—		838,486		—			838,486
Current portion of long-term debt		—		399,916					399,916
Current portion of long-term debt held by variable interest entities		—		640,331		—			640,331

Total current liabilities		703,795		2,173,103		(178,280	)		2,698,618

Long-term debt		303,000		2,093,871		—			2,396,871
Long-term debt held by variable interest entities		—		1,447,015		—			1,447,015
Pension liability		302,483		—		—			302,483
Postretirement healthcare benefits		268,582		—		—			268,582
Other long-term liabilities		126,036		14,303		—			140,339

Commitments and contingencies (Note 16)

Total shareholders' equity		1,502,648		986,539		(68,931	)		2,420,256

	$	3,206,544	$	6,714,831	$	(247,211	)	$	9,674,164


	March 27, 2011
	Motorcycles & Related Products Operations		Financial Services Operations		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	663,026	$	269,489	$	—		$	932,515
Marketable securities		115,209		—		—			115,209
Accounts receivable, net		630,437		—		(332,766	)		297,671
Finance receivables, net		—		1,276,780		—			1,276,780
Restricted finance receivables held by variable interest entities, net		—		637,760		—			637,760
Inventories		372,323		—		—			372,323
Restricted cash held by variable interest entities		—		294,903		—			294,903
Other current assets		172,062		71,365		—			243,427

Total current assets		1,953,057		2,550,297		(332,766	)		4,170,588

Finance receivables, net		—		1,806,563		—			1,806,563
Restricted finance receivables held by variable interest entities, net		—		2,304,320		—			2,304,320
Property, plant and equipment, net		769,480		29,611		—			799,091
Goodwill		30,988		—		—			30,988
Other long-term assets		336,759		26,701		(69,868	)		293,592

	$	3,090,284	$	6,717,492	$	(402,634	)	$	9,405,142

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	246,746	$	378,696	$	(332,766	)	$	292,676
Accrued liabilities		493,896		89,253		(3,066	)		580,083
Short-term debt		—		393,393		—			393,393
Current portion of long-term debt held by variable interest entities		—		721,179		—			721,179

Total current liabilities		740,642		1,582,521		(335,832	)		1,987,331

Long-term debt		303,000		2,660,375		—			2,963,375
Long-term debt held by variable interest entities		—		1,603,584		—			1,603,584
Pension liability		99,627		—		—			99,627
Postretirement healthcare liability		254,505		—		—			254,505
Other long-term liabilities		145,739		10,733		—			156,472

Commitments and contingencies (Note 16)

Total shareholders' equity		1,546,771		860,279		(66,802	)		2,340,248

	$	3,090,284	$	6,717,492	$	(402,634	)	$	9,405,142


	Three months ended April 1, 2012
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Income from continuing operations	$	355,714		$	41,321		$	(225,000	)	$	172,035

Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation		41,708			1,495			—			43,203
Amortization of deferred loan origination costs		—			18,547			—			18,547
Amortization of financing origination fees		118			2,625			—			2,743
Provision for employee long-term benefits		16,780			513			—			17,293
Contributions to pension and postretirement plans		(206,832	)		—			—			(206,832	)
Stock compensation expense		10,967			777			—			11,744
Net change in wholesale finance receivables		—			—			(151,046	)		(151,046	)
Provision for credit losses		—			9,014			—			9,014
Pension and postretirement healthcare plan curtailment and settlement expense		—			—			—			—
Foreign currency adjustments		(2,911	)		—			—			(2,911	)
Other, net		(1,954	)		3,459			—			1,505
Change in current assets and current liabilities:
Accounts receivable		(186,466	)		—			142,721			(43,745	)
Finance receivables - accrued interest and other		—			3,299			—			3,299
Inventories		(47,168	)		—			—			(47,168	)
Accounts payable and accrued liabilities		57,993			202,188			(142,721	)		117,460
Restructuring reserves		1,296			—			—			1,296
Derivative instruments		(390	)		(96	)		—			(486	)
Other		(18,058	)		(1,509	)		—			(19,567	)

Total adjustments		(334,917	)		240,312			(151,046	)		(245,651	)

Net cash provided by operating activities of continuing operations		20,797			281,633			(376,046	)		(73,616	)

Cash flows from investing activities of continuing operations:
Capital expenditures		(23,441	)		(1,239	)		—			(24,680	)
Origination of finance receivables		—			(1,617,867	)		972,620			(645,247	)
Collections of finance receivables		—			1,503,478			(821,574	)		681,904
Sales and redemptions of marketable securities		20,042			—			—			20,042

Net cash (used by) provided by investing activities of continuing operations		(3,399	)		(115,628	)		151,046			32,019

Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes		—			397,377			—			397,377
Repayments of securitization debt		—			(333,026	)		—			(333,026	)
Net borrowings of unsecured commercial paper		—			(211,669	)		—			(211,669	)
Net decrease in credit facilities		—			(12,839	)		—			(12,839	)
Net change in restricted cash		—			(17,340	)		—			(17,340	)
Dividends paid		(35,943	)		(225,000	)		225,000			(35,943	)
Purchase of common stock for treasury		(20,745	)		—			—			(20,745	)
Excess tax benefits from share based payments		7,962			—			—			7,962
Issuance of common stock under employee stock option plans		16,281			—			—			16,281

Net cash used by financing activities of continuing operations		(32,445	)		(402,497	)		225,000			(209,942	)

Effect of exchange rate changes on cash and cash equivalents of continuing operations		745			181			—			926

Net (decrease) increase in cash and cash equivalents of continuing operations		(14,302	)		(236,311	)		—			(250,613	)

Cash flows from discontinued operations:
Cash flows from operating activities of discontinued operations		—			—			—			—
Cash flows from investing activities of discontinued operations		—			—			—			—
Effect of exchange rate changes on cash and cash equivalents of discontinued operations		—			—			—			—

		—			—			—			—

Net (decrease) increase in cash and cash equivalents	$	(14,302	)	$	(236,311	)	$	—		$	(250,613	)

Cash and cash equivalents:
Cash and cash equivalents - beginning of period	$	943,330		$	583,620		$	—		$	1,526,950
Cash and cash equivalents of discontinued operations - beginning of period		—			—			—			—
Net (decrease) increase in cash and cash equivalents		(14,302	)		(236,311	)		—			(250,613	)
Less: Cash and cash equivalents of discontinued operations - end of period		—			—			—			—

Cash and cash equivalents - end of period	$	929,028		$	347,309		$	—		$	1,276,337


	Three months ended March 27, 2011
	Motorcycles & Related Products Operations			Financial Services Operations			Eliminations & Adjustments			Consolidated
Cash flows from operating activities:
Income from continuing operations	$	202,433		$	41,827		$	(125,000	)	$	119,260
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation		41,340			1,607			—			42,947
Amortization of deferred loan origination costs		—			19,329			—			19,329
Amortization of financing origination fees		118			2,989			—			3,107
Provision for employee long-term benefits		16,445			(882	)		—			15,563
Contributions to pension and postretirement plans		(204,816	)		—			—			(204,816	)
Stock compensation expense		8,481			672			—			9,153
Net change in wholesale finance receivables		—			—			(163,967	)		(163,967	)
Provision for credit losses		—			5,606			—			5,606
Pension and postretirement healthcare plan curtailment and settlement expense		236			—			—			236
Foreign currency adjustments		29			—			—			29
Other, net		1,884			12,228			—			14,112
Change in current assets and current liabilities:
Accounts receivable		(167,885	)		—			140,837			(27,048	)
Finance receivables - accrued interest and other		—			3,542			—			3,542
Inventories		(38,200	)		—			—			(38,200	)
Accounts payable and accrued liabilities		39,517			152,692			(93,249	)		98,960
Restructuring reserves		7,757			—			—			7,757
Derivative instruments		2,178			(21	)		—			2,157
Other		(12,706	)		47,636			(47,575	)		(12,645	)

Total adjustments		(305,622	)		245,398			(163,954	)		(224,178	)

Net cash (used by) provided by operating activities of continuing operations		(103,189	)		287,225			(288,954	)		(104,918	)

Cash flows from investing activities of continuing operations:
Capital expenditures		(26,460	)		(1,244	)		—			(27,704	)
Origination of finance receivables		—			(1,406,139	)		856,939			(549,200	)
Collections of finance receivables		—			1,369,924			(692,972	)		676,952
Purchases of marketable securities		(5,000	)		—			—			(5,000	)
Sales and redemptions of marketable securities		29,974			—			—			29,974

Net cash (used by) provided by investing activities of continuing operations		(1,486	)		(37,459	)		163,967			125,022

Cash flows from financing activities of continuing operations:
Proceeds from issuance of medium-term notes		—			447,076			—			447,076
Repayments of securitization debt		—			(430,471	)		—			(430,471	)
Net decrease in credit facilities and unsecured commercial paper		—			(96,174	)		—			(96,174	)
Net change in restricted cash		—			(6,016	)		—			(6,016	)
Dividends paid		(23,643	)		(125,000	)		125,000			(23,643	)
Purchase of common stock for treasury		(4,699	)		—			—			(4,699	)
Excess tax benefits from share based payments		3,262			—			—			3,262
Issuance of common stock under employee stock option plans		3,861			—			—			3,861

Net cash used by financing activities of continuing operations		(21,219	)		(210,585	)		125,000			(106,804	)
Effect of exchange rate changes on cash and cash equivalents of continuing operations		(2,846	)		166			(13	)		(2,693	)
Net (decrease) increase in cash and cash equivalents of continuing operations		(128,740	)		39,347			—			(89,393	)
Cash flows from discontinued operations:
Cash flows from operating activities of discontinued operations		(25	)		—			—			(25	)
Cash flows from investing activities of discontinued operations		—			—			—			—
Effect of exchange rate changes on cash and cash equivalents of discontinued operations		—			—			—			—

		(25	)		—			—			(25	)

Net (decrease) increase in cash and cash equivalents	$	(128,765	)	$	39,347		$	—		$	(89,418	)

Cash and cash equivalents:
Cash and cash equivalents - beginning of period	$	791,791		$	230,142		$	—		$	1,021,933
Cash and cash equivalents of discontinued operations - beginning of period		—			—			—			—
Net (decrease) increase in cash and cash equivalents		(128,765	)		39,347			—			(89,418	)
Less: Cash and cash equivalents of discontinued operations - end of period		—			—			—			—

Cash and cash equivalents - end of period	$	663,026		$	269,489		$	—		$	932,515