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HARLEY-DAVIDSON INC

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

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FY2023 · Filed Feb 23, 2024

HOG$34.22+0.1%Stored close · as of Nov 10, 2026

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Contents

14. Employee Benefit Plans and Other Postretirement Benefits

  1. Employee Benefit Plans and Other Postretirement Benefits

The Company has a qualified defined benefit pension plan and postretirement healthcare benefit plans. The plans cover certain eligible employees and retirees of the HDMC segment. The Company also has unfunded supplemental employee retirement plan agreements (SERPA) with certain employees.

Pension benefits are based primarily on years of service and, for certain participants, levels of compensation. Plan participants are generally eligible to receive postretirement healthcare benefits upon attaining age 55 after rendering at least 10 years of service to the Company. Some of the plans require participant contributions to partially offset benefit costs.

Obligations and Funded Status:

The changes in the benefit obligation, fair value of plan assets and the funded status of the Company’s pension and SERPA plans and the postretirement healthcare plans as of the Company’s measurement dates of December 31, were as follows (in thousands):

Pension and SERPA BenefitsPostretirement Healthcare Benefits
2023202220232022
Change in benefit obligation:
Benefit obligation, beginning of period$1,553,912$2,174,595$210,811$286,301
Service cost5,17419,0523,1844,642
Pension and SERPA BenefitsPostretirement Healthcare Benefits
2023202220232022
Interest cost81,91161,89011,0897,617
Actuarial loss / (gains)35,608(561,142)(18,350)(67,903)
Plan participant contributions——1,7902,029
Plan amendment——12,959—
Benefits paid(106,493)(137,645)(14,977)(16,657)
Settlements(1,835)(2,838)—(5,218)
Benefit obligation, end of period1,568,2771,553,912206,506210,811
Change in plan assets:
Fair value of plan assets, beginning of period1,809,5432,486,467205,803262,945
Return on plan assets198,212(539,800)29,211(48,257)
Plan participant contributions——1,7902,029
Benefits paid(105,931)(137,124)(11,637)(10,914)
Fair value of plan assets, end of period1,901,8241,809,543225,167205,803
Funded status of the plan$333,547$255,631$18,661$(5,008)
Funded status as recognized on the Consolidated balance sheets:
Pension and postretirement assets$343,619$268,317$69,489$51,816
Accrued liabilities(1,129)(1,331)—(224)
Pension and postretirement liabilities(8,943)(11,355)(50,828)(56,600)
$333,547$255,631$18,661$(5,008)
Amounts included in Accumulated other comprehensive loss, net of tax:
Prior service credits$2,886$3,461$8,542$(1,884)
Actuarial losses (gains)277,825289,340(59,631)(39,699)
$280,711$292,801$(51,089)$(41,583)

During 2023, actuarial losses related to the obligation for pension and SERPA benefits were due primarily to a decrease in the discount rate and changes in other demographic assumptions. During 2022, actuarial gains related to the obligation for pension and SERPA benefits were due primarily to an increase in the discount rate and experience study adjustments, partially offset by changes in other demographic assumptions.

During 2023, the actuarial gains related to the obligation for postretirement healthcare benefits were due primarily to changes in benefit utilization assumptions and claims cost adjustments. During 2022, the actuarial gains related to the obligation for postretirement healthcare benefits were due primarily to an increase in the discount rate, claim cost adjustments, experience study adjustments and changes in other demographic assumptions, partially offset by healthcare inflation rate trends.

The funded status of the qualified pension plan and the SERPA plans are combined above. The SERPA plans had projected benefit obligations (PBO) and accumulated benefit obligations (ABO) in excess of the fair value of plan assets at December 31, as presented below (in thousands):

20232022
Plans with PBO in excess of fair value of plan assets:
PBO$10,072$12,686
Fair value of plan assets$—$—
Plans with ABO in excess of fair value of plan assets:
ABO$10,035$12,643
Fair value of plan assets$—$—

The total ABO for all the Company's pension and SERPA plans combined was $1.57 billion and $1.55 billion as of December 31, 2023 and 2022, respectively.

Benefit Costs:

Service cost is allocated among Selling, administrative and engineering expense, Motorcycles and related products cost of goods sold and Inventories, net. Amounts capitalized in inventory are not significant. Non-service cost components of net periodic benefit cost are presented in Other income (expense), net. Components of net periodic benefit costs for the Company's defined benefit plans for the years ended December 31, were as follows (in thousands):

Pension and SERPA BenefitsPostretirement Healthcare Benefits
202320222021202320222021
Service cost$5,174$19,052$24,570$3,184$4,642$5,147
Interest cost81,91161,89061,98811,0897,6176,505
Expected return on plan assets(146,076)(125,904)(131,494)(17,124)(15,237)(13,978)
Amortization of unrecognized:
Prior service credit751(1,312)(1,247)(665)(2,323)(2,323)
Net loss(722)31,91267,933(4,388)4881,056
Curtailment (gain) loss——(10,562)———
Settlement (gain) loss(759)(1,471)722—(1,244)—
Net periodic benefit cost$(59,721)$(15,833)$11,910$(7,904)$(6,057)$(3,593)

The expected return on plan assets is calculated based on the market related value of plan assets. The market related value of plan assets is different from the fair value in that asset gains and losses are smoothed over a five-year period.

Unrecognized gains and losses related to plan obligations and assets are initially recorded in other comprehensive income and result from actual experience that differs from assumed or expected results, and the impacts of changes in assumptions. Unrecognized plan asset gains and losses not yet reflected in the market related value of plan assets are not subject to amortization. Remaining unrecognized gains and losses that exceed 10% of the greater of the projected benefit obligation or the market related value of plan assets are amortized to earnings over the estimated future service period of active plan participants. The impacts of plan amendments, if any, are amortized over the estimated future service period of plan participants at the time of the amendment.

Assumptions:

Weighted-average assumptions used to determine benefit obligations and net periodic benefit cost at December 31, were as follows:

Pension and SERPA BenefitsPostretirement Healthcare Benefits
202320222021202320222021
Assumptions for benefit obligations:
Discount rate5.31%5.45%2.89%5.36%5.42%2.72%
Rate of compensation increase4.00%4.00%3.49%n/an/an/a
Assumptions for net periodic benefit cost:
Discount rate5.45%2.89%2.67%5.42%2.72%2.11%
Expected return on plan assets6.80%5.60%6.20%7.48%6.77%6.69%
Rate of compensation increase4.00%3.49%3.34%n/an/an/a

Plan Assets:

Pension Plan Assets– The Company’s investment objective is to ensure assets are sufficient to pay benefits while mitigating the volatility of retirement plan assets or liabilities recorded in the balance sheet. The Company mitigates volatility through asset diversification and partial asset/liability matching. The investment portfolio for the Company's pension plan assets contains a diversified blend of equity and fixed-income investments. The Company’s current overall targeted asset allocation as a percentage of total market value was 30% equities and 70% fixed-income and cash. Assets are rebalanced regularly to keep the actual allocation in line with targets. Equity holdings primarily include investments in small-, medium- and large-cap companies in the U.S., investments in developed and emerging foreign markets and other investments such as private equity and real estate. Fixed-income holdings consist of U.S. government and agency securities, state and municipal bonds, corporate bonds from diversified industries and foreign obligations. In addition, cash equivalent balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews.

Postretirement Healthcare Plan Assets– The Company's investment objective is to maximize the return on assets to help pay benefits by prudently investing in equities, fixed income and alternative assets. The Company's current overall targeted asset allocation as a percentage of total market value was 68% equities and 32% fixed-income and cash. Equity holdings primarily include investments in small-, medium- and large-cap companies in the U.S., investments in developed and emerging foreign markets and other investments such as private equity and real estate. Fixed-income holdings consist of U.S. government and agency securities, state and municipal bonds, corporate bonds from diversified industries and foreign obligations. In addition, cash equivalent balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews.

The following tables present the fair values of the plan assets related to the Company’s pension and postretirement healthcare plans within the fair value hierarchy as defined in Note 1. Equity holdings are primarily exchange-traded and are valued based on quoted prices for identical securities. Fixed income holdings are generally measured at fair value using quoted prices for identical or similar securities. Certain assets measured are valued at fair value using the net asset value practical expedient and are not classified in the fair value hierarchy. The fair values of the Company’s pension plan assets at December 31, 2023 were as follows (in thousands):

BalanceLevel 1Level 2
Cash and cash equivalents$27,730$—$27,730
Equity holdings:
U.S. companies346,895346,84451
Foreign companies22,42522,425—
Pooled equity funds124,853124,853—
Other2121—
494,194494,14351
Fixed-income holdings:
U.S. Treasuries110,767110,766—
Federal agencies11,028—11,028
Corporate bonds708,790—708,790
Pooled fixed income funds442,40955,487386,922
Foreign bonds93,03446292,572
Municipal bonds11,486—11,486
1,377,514166,7151,210,798
Plan assets subject to fair value leveling1,899,438$660,858$1,238,579
Plan assets measured at net asset value:
Private equity investments794
Real estate investments1,592
$1,901,824

Included in the pension plan assets are 1,273,592 shares of the Company’s common stock with a market value of $46.9 million at December 31, 2023.

The fair values of the Company’s postretirement healthcare plan assets at December 31, 2023 were as follows (in thousands):

BalanceLevel 1Level 2
Cash and cash equivalents$2,391$—$2,391
Equity holdings:
U.S. companies113,135113,135—
Foreign companies21,03421,034—
Pooled equity funds26,35526,355—
Other55—
160,529160,529—
Fixed-income holdings:
U.S. Treasuries359359—
Federal agencies36—36
Corporate bonds2,286—2,286
Pooled fixed income funds44,51243,2481,264
Foreign bonds3002298
Municipal bonds37—37
47,53043,6093,921
Plan assets subject to fair value leveling210,450$204,138$6,312
Plan assets measured at net asset value:
Private equity investments$13,773
Real estate investments944
$225,167

The fair values of the Company’s pension plan assets at December 31, 2022 were as follows (in thousands):

BalanceLevel 1Level 2
Cash and cash equivalents$43,062$—$43,062
Equity holdings:
U.S. companies537,587537,54839
Foreign companies22,44522,4441
Pooled equity funds241,412241,412—
Other3535—
801,479801,43940
Fixed-income holdings:
U.S. Treasuries94,12894,128—
Federal agencies11,054—11,054
Corporate bonds640,875—640,875
Pooled fixed income funds111,64949,47262,177
Foreign bonds93,112493,108
Municipal bonds10,375—10,375
961,193143,604817,589
Plan assets subject to fair value leveling1,805,734$945,043$860,691
Plan assets measured at net asset value:
Private equity investments799
Real estate investments3,010
$1,809,543

Included in the pension plan assets were 1,273,592 shares of the Company’s common stock with a market value of $53.0 million at December 31, 2022.

The fair values of the Company’s postretirement healthcare plan assets at December 31, 2022 were as follows (in thousands):

BalanceLevel 1Level 2
Cash and cash equivalents$7,998$—$7,998
Equity holdings:
U.S. companies95,01495,014—
Foreign companies20,78420,784—
Pooled equity funds24,18124,181—
Other55—
139,984139,984—
Fixed-income holdings:
U.S. Treasuries287287—
Federal agencies34—34
Corporate bonds1,938—1,938
Pooled fixed income funds40,04339,855188
Foreign bonds282—282
Municipal bonds31—31
42,61540,1422,473
Plan assets subject to fair value leveling190,597$180,126$10,471
Plan assets measured at net asset value:
Limited partnership interests$13,502
Real estate investments1,704
$205,803

For 2024, the Company’s overall expected long-term rate of return is 6.20% for pension assets and 7.50% for postretirement healthcare plan assets. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based on historical returns adjusted to reflect the current view of the long-term investment market.

Postretirement Healthcare Cost:

The weighted-average healthcare cost trend rates used in determining the accumulated postretirement benefit obligation of the healthcare plans were as follows:

20232022
Healthcare cost trend rate for next year7.50%7.00%
Rate to which the cost trend rate is assumed to decline (the ultimate rate)5.00%5.00%
Year that the rate reaches the ultimate trend rate20322032

Future Contributions and Benefit Payments:

Based on the funded status of the qualified pension plan, there is no requirement for the Company to make contributions to the qualified pension plan in 2024. The Company expects that 2024 postretirement healthcare plan benefits and benefits due under the SERPA plans will be paid by the Company or, in the case of postretirement healthcare plan benefits, partially funded with plan assets.

The Company's future expected benefit payments as of December 31, 2023 were as follows (in thousands):

Pension Benefits · SERPA Benefits · Postretirement Healthcare Benefits
2024$115,265$1,159$17,179
2025$114,856$1,119$18,050
2026$116,507$1,070$18,830
2027$116,698$945$19,442
2028$116,234$854$19,930
2029-2033$581,079$3,594$100,332

Defined Contribution Plans:

The Company has various defined contribution benefit plans that in total cover substantially all full-time employees. Employees can make voluntary contributions in accordance with the provisions of their respective plan, which includes a 401(k) tax deferral option. The Company makes additional contributions to the plans on behalf of the employees and expensed $30.5 million, $30.9 million and $19.4 million during 2023, 2022 and 2021, respectively related to the contributions.

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