HARLEY-DAVIDSON INC
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
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10. Debt
- Debt
Debt with a contractual term less than 12 months is generally classified as short-term and consisted of the following at December 31 (in thousands):
| 2023 | 2022 | |
|---|---|---|
| Unsecured commercial paper | $878,935 | $770,468 |
Debt with a contractual term greater than 12 months is generally classified as long-term and consisted of the following at December 31 (in thousands):
| 2023 | 2022 | |
|---|---|---|
| Secured debt: | ||
| Asset-backed Canadian commercial paper conduit facility | $70,742 | $71,785 |
| Asset-backed U.S. commercial paper conduit facility | 233,258 | 425,794 |
| Asset-backed securitization debt | 1,884,629 | 2,028,155 |
| Unamortized discounts and debt issuance costs | (7,261) | (8,741) |
| 2,181,368 | 2,516,993 | |
| 2023 · 2022 | |||
|---|---|---|---|
| Unsecured notes (at par value): | |||
| Medium-term notes: | |||
| Due in 2023, issued February 2018 | 3.35% | — | 350,000 |
| Due in 2023, issued May 2020(a) | 4.94% | — | 695,727 |
| Due in 2024, issued November 2019(b) | 3.14% | 662,238 | 642,210 |
| Due in 2025, issued June 2020 | 3.35% | 700,000 | 700,000 |
| Due in 2026, issued April 2023(c) | 6.36% | 772,610 | — |
| Due in 2027, issued February 2022 | 3.05% | 500,000 | 500,000 |
| Due in 2028, issued March 2023 | 6.50% | 700,000 | — |
| Unamortized discounts and debt issuance costs | (15,710) | (8,464) | |
| 3,319,138 | 2,879,473 | ||
| Senior notes: | |||
| Due in 2025, issued July 2015 | 3.50% | 450,000 | 450,000 |
| Due in 2045, issued July 2015 | 4.625% | 300,000 | 300,000 |
| Unamortized discounts and debt issuance costs | (3,921) | (4,632) | |
| 746,079 | 745,368 | ||
| 4,065,217 | 3,624,841 | ||
| Long-term debt | 6,246,585 | 6,141,834 | |
| Current portion of long-term debt, net | (1,255,999) | (1,684,782) | |
| Long-term debt, net | $4,990,586 | $4,457,052 | |
(a)€650.0 million par value remeasured to U.S. dollar at December 31, 2022
(b)€600.0 million par value remeasured to U.S. dollar at December 31, 2023 and 2022, respectively
(c)€700.0 million par value remeasured to U.S. dollar at December 31, 2023
Future principal payments of the Company's debt obligations as of December 31, 2023 were as follows (in thousands):
| 2024 | $2,135,319 |
| 2025 | 1,853,515 |
| 2026 | 1,389,750 |
| 2027 | 728,936 |
| 2028 | 744,892 |
| Thereafter | 300,000 |
| Future principal payments | $7,152,412 |
| Unamortized discounts and debt issuances costs | (26,892) |
| $7,125,520 |
Unsecured Commercial Paper– Commercial paper maturities may range up to 365 days from the issuance date. The weighted-average interest rate of outstanding commercial paper balances was 6.18% and 5.28% at December 31, 2023 and 2022, respectively.
Credit Facilities– The Company has a $710.0 million five-year credit facility that matures in April 2027 and a $710.0 million five-year credit facility that matures in April 2025. Thefive-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 Notes– The fixed-rate U.S. dollar-denominated unsecured notes provide for semi-annual interest payments and the fixed-rate foreign currency-dominated unsecured notes provide for annual interest payments. Principal on the unsecured notes is due at maturity.
During February and May of 2023, $350.0 million of 3.35% and €650.0 million of 4.94% medium-term notes matured, respectively, and the principal and accrued interest were paid in full. During February and June of 2022, $550.0 million of 4.05% and $400.0 million of 2.55% medium-term notes matured, respectively, and the principal and accrued interest were paid in full.
Operating and Financial Covenants– Harley-Davidson Financial Services Inc. 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 the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.
The operating covenants limit the Company’s and Harley-Davidson Financial Services Inc.'s 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 of Harley-Davidson Financial Services Inc.’s consolidated debt, excluding secured debt, to Harley-Davidson Financial Services' consolidated allowance for credit losses on finance receivables plus Harley-Davidson Financial Services Inc’s consolidated shareholders' equity, excluding 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 of Harley-Davidson Financial Services Inc. 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 financial covenants are required under the medium-term or senior notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.
At December 31, 2023 and 2022, Harley-Davidson Financial Services, Inc. and the Company remained in compliance with all of the then existing covenants.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.