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HARLEY-DAVIDSON, INC.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

HOG$32.66+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0000793952-25-000170

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0000793952-25-000188

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 172 previous paragraphs and 176 current paragraphs.

84 unchanged; 73 reworded; 17 added; 13 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 26 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

•Sale of Existing Retail Finance Receivables: During the third quarter, HDFS agreed to sell the majority of its existing retail finance receivables, including its securitization beneficial interests. As a result, the Company had the following impacts during the third quarter of 2025:

Current report

◦Sale of Securitization Beneficial Interests: HDFS completed the sale of 95% of its residual interests in retail finance receivables that were previously transferred to certain SPEs through on-balance sheet asset-backed securitization transactions, resulting in a gain of $27 million and the deconsolidation of $1.9 billion of net finance receivables and $1.7 billion of related debt, among other assets and liabilities.

Current report

◦Sale of Retail Finance Receivables: HDFS reclassified $4.1 billion of finance receivables as held-for-sale during the third quarter, resulting in the release of the related allowance for credit losses and contributing to a $301 million benefit in the provision for credit losses in the third quarter. The Company completed this sale in the fourth quarter.

Current report

The Company shipped 36,524 motorcycles worldwide during the third quarter of 2025, which was 32.7% higher than the third quarter of 2024 when the Company experienced lower shipments, as dealers adjusted inventory levels more significantly in the third quarter of 2024 compared to the third quarter of 2025 in light of a challenging retail environment. As discussed in the Results of Operations for the Nine Months Ended September 30, 2025, both HDMC shipments and retail sales have declined in the first nine months of 2025 compared to the first nine months of 2024.

Current report

Shipments to dealers in the third quarter of 2025 were higher than the third quarter of 2024 primarily due to higher U.S. motorcycle shipments. The Company shipped a greater proportion of its Grand American Touring models, which have a higher average selling price than the Company's other motorcycle models, and a lower proportion of its refreshed Cruiser models which were shipped at a higher proportion earlier in the riding season.

Current report

Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the third quarter of 2024 to the third quarter of 2025 were as follows:

Current report

•Manufacturing and other costs were negatively impacted by unfavorable manufacturing leverage related to higher fixed costs per unit as well as higher tariff costs. While shipments increased in the third quarter of 2025 compared to the third quarter of 2024, many of the units shipped in the third quarters of 2025 and 2024 were produced in the preceding second quarters based on the timing of production and shipments within the quarters. Production volumes were lower in the second quarter of 2025 compared to the second quarter of 2024, which resulted in a higher fixed cost per unit for units shipped in the third quarter of 2025 as compared to units shipped in the third quarter of 2024. These negative impacts were partially offset by supply-chain productivity gains.

Current report

The provision for credit losses decreased $359.5 million compared to the third quarter of 2024 primarily driven by a release of the allowance for credit losses on held-for-sale finance receivables, partially offset by higher wholesale losses.

Current report

Results of Operations for the Nine Months Ended September 30, 2025

Current report

Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first nine months of 2024 to the first nine months of 2025 were as follows:

Current report

The provision for credit losses was $373.4 million lower in the first nine months of 2025 as compared to the prior year primarily due to a release of the allowance for credit losses on held-for-sale finance receivables, partially offset by higher wholesale losses.

Current report

Operating expenses increased $3.1 million in the first nine months of 2025 compared to the first nine months of 2024 due in part to higher expenses incurred on insurance-related products offered by the Company and employee costs.

Current report

(b)Subsequent to September 30, 2025, the Company renewed and amended the facility prior to expiration.(1 )Refer to Note 18 of the Notes to Consolidated financial statements for further information about the renewal.

Current report

Cash flow provided by operating activities in the first nine months of 2025 compared to the first nine months of 2024 was lower primarily due to originations of retail finance receivables classified as held for sale as part of the HDFS Transaction. Cash flows from the origination and collection of retail finance receivables the Company intends to sell at origination are classified within cash flow from operating activities. There were no originations of retail finance receivables held for sale in the first nine months of 2024. Cash flow provided by operating activities was also impacted by unfavorable operating cash flows from the HDMC segment due in large part to lower shipment volumes and unfavorable manufacturing costs compared to the first nine months of 2024. This was partially offset by positive working capital impacts, primarily related to an increase in accounts payable during the first nine months of 2025.

Current report

Net cash inflows related to finance receivables held for investment during the first nine months of 2025 compared to net cash outflows during the first nine months of 2024 resulted in a net increase in cash flows from investing activities of $517.6 million. The net increase was driven by lower originations of finance receivables held for investment due primarily to a portion of retail finance receivable originations being classified as operating cash flows starting in the third quarter of 2025 as they are held for sale as part of the HDFS Transaction. The favorable impact of lower originations on investing cash flow was partially offset by lower collections of finance receivables held for investment. The Company funded its finance receivables held for investment net lending activity through the issuance of debt as discussed in "Financing Activities" below.

Current report

Off-Balance Sheet Asset-Backed Financing - During the third quarter of 2025, HDFS sold 95% of its residual interest in retail finance receivables that were transferred to certain SPEs through on-balance sheet asset-backed securitization transactions to two counterparties. As a result, HDFS determined that it was no longer the primary beneficiary of the associated VIEs. Accordingly, the VIEs were deconsolidated during the third quarter of 2025. HDFS confirmed that the transfers of loans that occurred at the inception of each VIE met the criteria for an accounting sale under ASC 860. For more information refer to Note 10 of the Notes to Consolidated financial statements.
Removed paragraphs (13)

Previous report

•Sale of Existing Retail Finance Receivables: The Company expects to sell the majority of HDFS's existing retail finance receivables, including its residual interest in retail finance receivables that were transferred to SPEs through on-balance sheet asset-backed securitization transactions. The Company expects the sale of these retail finance receivables will result in the derecognition by the Company of over $5 billion of finance receivables, subject to adjustments through the closing dates. In addition, the Company expects the sale to result in the derecognition of the related asset-backed securitization debt. In connection with this sale, the Company also expects to pay down the majority of HDFS's medium-term notes. The Company expects to reduce HDFS debt by over $4 billion in the aggregate.

Previous report

The Company expects to sell its retail finance receivables, which would result in the release of the allowance for credit losses associated with these retail finance receivables that, along with the sale of the retail finance receivables, the Company expects will result in a benefit to operating income in the second half of 2025.

Previous report

The Company expects the transactions to close in the second half of 2025.

Previous report

Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the second quarter of 2024 to the second quarter of 2025 were as follows:

Previous report

The Company expects to continue to deliver productivity and cost savings benefits, including efficiency efforts that may leverage technology(1).

Previous report

The provision for credit losses decreased $6.3 million compared to the second quarter of 2024 driven by a favorable change in the allowance for credit losses partially offset by higher credit losses. The favorable change in the allowance for credit losses was due to slower growth in retail receivables compared to the second quarter of 2024 and a slight decrease in the wholesale reserve during the second quarter of 2025 compared to an increase in the second quarter of 2024.

Previous report

Results of Operations for the Six Months Ended June 30, 2025

Previous report

Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first six months of 2024 to the first six months of 2025 were as follows:

Previous report

The provision for credit losses was $14.0 million lower in the first six months of 2025 as compared to the prior year primarily due to a favorable change in the allowance for credit losses. The favorable change in the allowance for credit losses was primarily driven by a decrease in retail receivables partially offset by an increase in the wholesale reserve compared to the first six months of 2024. The Company's outlook on economic conditions and its probability weighting of its economic forecast scenarios at the end of the second quarter of 2025 were weighted towards more pessimistic scenarios given continued challenging macro‐economic conditions, including a persistently high interest rate environment and muted consumer confidence. The Company’s expectations surrounding its economic forecasts may change in future periods as additional information becomes available.

Previous report

Operating expenses decreased $4.6 million in the first six months of 2025 compared to the first six months of 2024 due in part to reduced amortization expense partially offset by increased insurance related costs.

Previous report

Cash flow provided by operating activities in the first half of 2025 compared to the first half of 2024 was lower primarily due to lower net income and negative changes in working capital, partially offset by lower net cash outflows related to wholesale finance receivables. Working capital was negatively impacted by a smaller reduction in inventory compared to the prior year period, partially offset by a larger increase in accounts payable and accrued liabilities compared to the prior year period.

Previous report

Net cash outflows for finance receivables during the first half of 2025 decreased cash flows from investing activities by $284.0 million compared to net cash outflows for finance receivables in the same period last year due to lower retail finance receivable originations, partially offset by lower retail finance receivable collections. The Company funded its finance receivables net lending activity through the issuance of debt, discussed in "Financing Activities" below.
Reworded paragraphs (73)

Previous wording

Net income attributable to Harley-Davidson, Inc. was $107.6 million, or $0.88 per diluted share, in the second quarter of 2025 compared to $218.3 million, or $1.63 per diluted share, in the second quarter of 2024.

Current wording

Net income attributable to Harley-Davidson, Inc. was $377.4 million, or $3.10 per diluted share, in the third quarter of 2025 compared to $119.0 million, or $0.91 per diluted share, in the third quarter of 2024.

Previous wording

In the second quarter of 2025, HDMC segment operating income was $61.3 million, down $136.6 million from the second quarter of 2024. The decrease in operating income from the HDMC segment for the second quarter of 2025 was driven primarily by a planned decrease in motorcycle shipments as well as softer than expected retail demand. HDMC operating income was also impacted by unfavorable operating leverage on lower shipments, partially offset by favorable foreign currency impacts and pricing compared to the same quarter last year. Operating loss from the LiveWire segment in the second quarter of 2025 was $18.7 million compared to an operating loss of $28.2 million in the prior year quarter due primarily to lower operating expenses from cost reduction actions taken in the second half of 2024. Operating income from the HDFS segment in the second quarter of 2025 was $69.8 million, down $1.6 million compared to the prior year quarter due primarily to lower interest income, partially offset by a lower provision for credit losses.

Current wording

In the third quarter of 2025, HDMC segment operating income was $54.1 million, down $1.0 million from the third quarter of 2024. The decrease in operating income from the HDMC segment for the third quarter of 2025 was driven primarily by higher manufacturing and tariff costs as well as higher operating expenses, partially offset by an increase in motorcycle shipments. Operating loss from the LiveWire segment in the third quarter of 2025 was $18.2 million compared to an operating loss of $26.1 million in the prior year quarter due primarily to lower operating expenses from cost reduction actions taken in the second half of 2024. Operating income from the HDFS segment in the third quarter of 2025 was $438.8 million, up $362.1 million compared to the prior year quarter due primarily to benefits from the HDFS Transaction, as discussed in Key Factors, and lower interest expense, partially offset by lower interest income. The benefits from the HDFS Transaction include a benefit realized in the provision for credit losses and a gain on the sale of securitization beneficial interests. The benefit realized in the provision for credit losses was driven by the release of the allowance for credit losses due to the reclassification of retail finance receivables to Finance receivables held for sale, net on the Consolidated balance sheets related to the agreement to sell the majority of HDFS's existing retail finance receivables.

Previous wording

Worldwide retail sales of new Harley-Davidson motorcycles in the second quarter of 2025 declined 15.5% compared to the second quarter of 2024. Retail sales were adversely impacted by depressed consumer sentiment, resulting from economic uncertainty, combined with high interest rates. Retail sales were down 17.0% in North America, 4.9% in EMEA and 21.4% in Asia-Pacific. Refer to the Harley-Davidson Motorcycles Retail Sales and Registration Data section for further discussion of retail sales results.

Current wording

Worldwide retail sales of new Harley-Davidson motorcycles in the third quarter of 2025 declined 6.0% compared to the third quarter of 2024. Retail sales were adversely impacted by depressed consumer sentiment, resulting from economic uncertainty, combined with high interest rates. Retail sales were down 4.5% in North America, 16.9% in EMEA and 3.4% in Asia-Pacific. Refer to the Harley-Davidson Motorcycles Retail Sales and Registration Data section for further discussion of retail sales results.

Previous wording

U.S. and Foreign Tariffs – During 2025, the U.S. has implemented or announced plans to implement new or increased tariffs on goods from various foreign countries, either generally or with respect to certain products, and certain of those foreign countries have implemented or announced plans to implement new or increased rebalancing tariffs on goods from the U.S., either generally or with respect to certain products. In certain circumstances, the U.S. and certain foreign countries temporarily suspended or delayed the implementation of new or increased tariffs, either in whole or in part, while trade negotiations take place. During the first six months of 2025, the total cost of new or increased tariffs implemented in 2025 that the Company incurred was approximately $17 million(a).

Current wording

U.S. and Foreign Tariffs – During 2025, the U.S. has implemented or announced plans to implement new or increased tariffs on goods from various foreign countries, either generally or with respect to certain products, and certain of those foreign countries have implemented or announced plans to implement new or increased rebalancing tariffs on goods from the U.S., either generally or with respect to certain products. In certain circumstances, the U.S. and certain foreign countries temporarily suspended or delayed the implementation of new or increased tariffs, either in whole or in part, while trade negotiations take place. During the first nine months of 2025, the total cost of new or increased tariffs implemented in 2025 that the Company incurred was approximately $45 million(a).

Previous wording

Depending on the outcome of trade negotiations and other factors, the U.S. and foreign countries may sustain, amend, suspend or withdraw recently-announced tariffs or implement new tariffs. If recently-announced tariffs are sustained or new tariffs are implemented, it will likely increase the Company’s cost of raw materials, components, finished motorcycles, parts and accessories and apparel and affect its ability to sell products domestically and internationally at or near current prices. The Company's U.S.-centric manufacturing footprint and sourcing limit its exposure to tariffs; however, based on the portions of the Company's business that are exposed directly or indirectly to tariffs and the magnitude of potential incremental tariffs, the impact to the Company could be material. Given uncertainty concerning the outcome of trade negotiations, the Company is unable to estimate the ultimate impact of incremental tariffs on the Company going forward. However, based on the current tariff landscape, the Company estimated the potential impacts to it in 2025 of new or increased tariffs implemented or expected to be implemented in 2025 to be as follows (dollars in millions):

Current wording

Depending on the outcome of trade negotiations and other factors, the U.S. and foreign countries may sustain, amend, suspend or withdraw recently-announced tariffs or implement new tariffs. If recently-announced tariffs are sustained or new tariffs are implemented, it will likely increase the Company’s cost of raw materials, components, finished motorcycles, parts and accessories and apparel and affect its ability to sell products domestically and internationally at or near current prices. The Company's U.S.-centric manufacturing footprint and sourcing limit its exposure to tariffs; however, based on the portions of the Company's business that are exposed directly or indirectly to tariffs and the magnitude of potential incremental tariffs, the impact to the Company could be material. Given uncertainty concerning the outcome of trade negotiations, the Company is unable to estimate the ultimate impact of incremental tariffs on the Company going forward. However, based on the tariff landscape as of October 31, 2025, the Company estimated the potential impacts to it for the full year 2025 of new or increased tariffs implemented or expected to be implemented in 2025 to be as follows (dollars in millions):

Previous wording

(a) Includes the cost of new or increased import and export tariffs implemented or expected to be implemented in 2025 paid directly by the Company and indirect costs paid to suppliers for tariff-related price increases. Excludes the benefit of any future mitigation actions, changes in demand and operational costs primarily to accelerate product deliveries ahead of expected or actual new or increased tariffs.

Current wording

(a) Includes the cost of new or increased import and export tariffs implemented or expected to be implemented in 2025 paid directly by the Company and indirect costs paid to suppliers for tariff-related price increases. Excludes the benefit of any future mitigation actions, changes in demand and operational costs primarily to accelerate shipments ahead of actual or expected new or increased tariffs.

Previous wording

Interest Rates - Interest rates remained heightened in the first six months of 2025 after an interest rate decline in the latter part of 2024. This follows a significant increase during 2022 and 2023 as central banks attempted to reduce inflation. The current higher interest rate environment has adversely impacted HDFS' interest income margin due to a higher cost of funds that is only partially offset by increased interest rates on financing products sold by HDFS. Additionally, higher interest rates have adversely impacted consumer discretionary purchases, like purchases of the Company's motorcycles, as higher borrowing costs have made these purchases less affordable or impacted the consumer's ability to obtain financing.

Current wording

Interest Rates - Despite an interest rate decline in the latter part of 2024 and another in the third quarter of 2025, interest rates remained heightened in the first nine months of 2025. The recent declines in the latter part of 2024 and third quarter of 2025 follow a significant increase during 2022 and 2023 as central banks attempted to reduce inflation. The current higher interest rate environment has adversely impacted HDFS' interest income margin due to a higher cost of funds that is only partially offset by increased interest rates on financing products sold by HDFS. Additionally, higher interest rates have adversely impacted consumer discretionary purchases, like purchases of the Company's motorcycles, as higher borrowing costs have made these purchases less affordable or impacted the consumer's ability to obtain financing.

Previous wording

HDFS Transaction - The Company entered into a transaction with two counterparties, relating to HDFS. The key aspects of the transaction include:

Current wording

HDFS Transaction - In the third quarter of 2025, the Company entered into a transaction with two counterparties, relating to HDFS (HDFS Transaction). The key aspects of the transaction include:

Previous wording

•Sale of Future Retail Loan Originations: After the closing of the transaction, the Company expects the counterparties will purchase approximately two-thirds of HDFS's new retail loan originations at a premium over at least a 5-year period, allowing HDFS to reduce its equity carrying value and increase its return-on-equity. The Company expects HDFS will earn loan servicing fees, including a 1% per annum loan servicing fee for prime loans and a 2.5% per annum loan servicing fee for subprime loans, as it will continue to service the future retail loan originations it sells to the counterparties.

Current wording

•Sale of Future Retail Loan Originations: Starting in the fourth quarter of 2025, the Company expects the counterparties will purchase approximately two-thirds of HDFS's new retail loan originations over at least a 5-year period (Forward Flow Agreement). The Company expects HDFS will earn loan servicing fees, including a 1% per annum loan servicing fee for prime loans and a 2.5% per annum loan servicing fee for subprime loans, as it expects to continue to service the future retail loan originations it sells to the counterparties.

Previous wording

•Equity Investments in HDFS: The Company expects the counterparties will each pay cash to acquire 4.9% of HDFS based on a multiple of approximately 1.75x HDFS's post-transaction equity carrying value. Seven years after closing the transaction, each counterparty will have the right to exchange their HDFS ownership interest for Harley-Davidson common stock. Three years after closing the transaction, the Company has the right to repurchase the counterparties' ownership interest in HDFS using cash that would otherwise be available to the Company in the form of a dividend from HDFS; however, the Company may not purchase any more than one-third of the counterparties' post-closing HDFS ownership in an individual year.

Current wording

•Equity Investments in HDFS: In the fourth quarter of 2025, each of the counterparties paid cash to acquire 4.9% of HDFS based on a multiple of approximately 1.75x HDFS's post-transaction equity carrying value for a total of 9.8% of HDFS. As a result, the counterparties will participate in HDFS equity, including its earnings, representing a non-controlling interest in the Company's ownership of HDFS starting in the fourth quarter. Seven years after closing the transaction or in the event of a change of control of HDI or HDFS, each counterparty will have the right to exchange their HDFS ownership interest for Harley-Davidson common stock. Three years after closing the transaction, the Company has the right to repurchase the counterparties' ownership interest in HDFS using cash that would otherwise be available to the Company in the form of a dividend from HDFS; however, the Company may not purchase any more than one-third of the counterparties' post-closing HDFS ownership in an individual year.

Previous wording

After the settlement of HDFS debt, the Company expects approximately $1 billion in cash to be available for the Company. The Company expects to use the proceeds from the transaction to pay down its $450 million term loan and execute discretionary share repurchases of $500 million in the second half of 2025.

Current wording

In connection with the HDFS Transaction, the Company expects to reduce HDFS's debt. After the settlement of HDFS debt, the Company expects approximately $1 billion in cash to be available for the Company as a result of the HDFS Transaction. The Company expects to use such available cash to pay down its $450 million term loan, to execute discretionary share repurchases, including through a $200 million accelerated share repurchase (ASR) program that is expected to commence in the fourth quarter of 2025 as discussed in Guidance, and for general corporate purposes.

Previous wording

The Company expects HDFS will carry a lower retail finance receivable balance due to the expected sale of its existing retail finance receivables and the expected sale of future retail loan originations. After the transaction closes, the Company expects HDFS’s operating income will be reduced as it earns less interest income on HDFS’s lower retail finance receivable balance, partially offset by new retail loan servicing fees from the sale of future retail loan originations.

Current wording

The Company expects HDFS will carry a lower retail finance receivable balance due to the sale of its existing retail finance receivables and the expected sale of future retail loan originations. As a result of the transaction, the Company expects HDFS’s operating income will be reduced as it earns less interest income on HDFS’s lower retail finance receivable balance, partially offset by new retail loan servicing fees for servicing loans that are expected to be sold under the Forward Flow Agreement.

Previous wording

New Products and Annual Launch Timing - The Company has announced plans to introduce a new small displacement motorcycle with a targeted entry price below $6,000, which the Company believes will be profitable, and an iconic classic cruiser starting next year. The Company also plans to introduce more innovation in its Touring and Trike motorcycle platforms. In addition, the Company plans to begin to shift the timing of its annual new model year launch from January to the preceding fall to create additional retail selling opportunities later in each calendar year. The Company plans to start with the shift of certain models this year, but the overall shift is expected to continue into future years. Finally, the Company announced LiveWire will launch production versions of two concept mini-motorcycles, which represents a strategic shift in LiveWire's product portfolio to align with evolving customer preferences, broader electric vehicle adoption trends, and growing global demand for lightweight, urban-friendly mobility solutions.

Current wording

New Products and Annual Launch Timing - The Company has announced plans to introduce a new small displacement motorcycle with a targeted entry price below $6,000, which the Company believes will be profitable, and an iconic classic cruiser starting next year. The Company also plans to introduce more innovation in its Touring and Trike motorcycle platforms. In addition, the Company has begun to shift the timing of its annual new model year launch from January to the preceding fall to create additional retail selling opportunities later in each calendar year. The Company plans to start with the shift of certain models this year, but the overall shift is expected to continue into future years. Finally, the Company announced LiveWire's plans to launch production versions of two concept mini-motorcycles, which represents a strategic shift in LiveWire's product portfolio to align with evolving customer preferences and growing global demand for lightweight, urban-friendly mobility solutions.

Previous wording

Given uncertainty related to the potential impact of tariffs, including impacts on the cost of the Company’s products, as well as the potential impacts on consumer demand and broader macro-economic conditions, on May 1, 2025, the Company withdrew its forward-looking expectations for 2025 related to Harley-Davidson motorcycle retail unit sales; earnings per share; HDMC motorcycle shipments, revenue and operating income margin; LiveWire motorcycle unit sales; and HDFS operating income, provision for credit losses, interest income and borrowing costs. The Company also withdrew its longer-term expectations for HDMC operating income in 2026 and beyond.

Current wording

Given uncertainty related to the potential impact of tariffs, including impacts on the cost of the Company’s products, as well as the potential impacts on consumer demand and broader macro-economic conditions, on May 1, 2025, the Company withdrew its forward-looking expectations for 2025 related to Harley-Davidson motorcycle retail unit sales; earnings per share; HDMC motorcycle shipments, revenue and operating income margin; LiveWire motorcycle unit sales; and HDFS's provision for credit losses, interest income and borrowing costs. The Company also withdrew its longer-term expectations for HDMC operating income in 2026 and beyond.

Previous wording

The Company has revised its expectation for the HDFS segment and now expects operating income of approximately $525 million to $550 million, including a benefit in the second half of 2025 of $275 million to $300 million related to the HDFS transaction as described in Key Factors (HDFS Transaction).

Current wording

The Company continues to expect the HDFS segment will have operating income of approximately $525 million to $550 million in 2025, including a benefit related to the HDFS Transaction, which was largely realized in the third quarter of 2025.

Previous wording

The Company revised its expectation for the LiveWire segment and now expects an operating loss of approximately $59 million to $69 million in 2025 and a total use of cash of approximately $50 million to $60 million in 2025. The Company's previous expectation for LiveWire in 2025 included an operating loss of approximately $59 million and a total use of cash of approximately $50 million.

Current wording

The Company revised its expectation for the LiveWire segment and now expects an operating loss of approximately $72 million to $77 million in 2025. The Company's previous expectation for LiveWire in 2025 included an operating loss of approximately $59 million to $69 million. The Company continues to expect a net use of cash of approximately $50 million to $60 million in 2025 for the LiveWire segment.

Previous wording

The Company plans to continue its multi-year cost productivity initiative to eliminate incremental cost. The Company achieved productivity savings of approximately $257 million from 2022 to 2024 and an additional $48 million during the first six months of 2025, primarily from logistics and supply chain initiatives. The Company expects to achieve annual productivity savings of $100 million in 2025 and 2026, resulting in $457 million in total productivity savings by the end of 2026.

Current wording

The Company plans to continue its multi-year cost productivity initiative to eliminate incremental cost. The Company achieved productivity savings of approximately $257 million from 2022 to 2024 and an additional $75 million during the first nine months of 2025, primarily from logistics and supply chain initiatives. The Company expects to achieve annual productivity savings of $100 million in 2025 and 2026, resulting in $457 million in total productivity savings by the end of 2026.

Previous wording

The Company continues to expect the range for capital investments in 2025 to be $200 million to $225 million and continues to expect it will invest in product development and capability enhancements that support The Hardwire strategic plan.

Current wording

The Company revised its expectation for the range for capital investments in 2025 and now expects it to be $175 million to $200 million, which is down from the previous expectation of $200 million to $225 million. The Company continues to expect it will invest in product development and capability enhancements that support its strategic plan.

Previous wording

The Company's capital allocation priorities to fund profitable growth through The Hardwire initiatives, to pay dividends, and to execute share repurchases on a discretionary basis remain unchanged. The Company remains committed to its plan to repurchase approximately $1 billion of shares on a discretionary basis in aggregate from the third quarter of 2024 through the end of 2026 including $500 million of discretionary share repurchases in the second half of 2025, assuming the HDFS Transaction successfully closes, resulting in a total expectation of $587.5 million of discretionary share repurchases in 2025. The Company previously expected $350 million of discretionary share repurchases in 2025. The Company purchased $250 million of shares on a discretionary basis during the third and fourth quarters of 2024 and $87.5 million during the first six months of 2025.

Current wording

The Company's capital allocation priorities are unchanged and remain to fund profitable growth through strategic initiatives, to pay dividends, and to execute share repurchases on a discretionary basis. The Company remains committed to its plan to repurchase approximately $1 billion of shares on a discretionary basis in aggregate from the third quarter of 2024 through the end of 2026 including through the $200 million ASR program that the Company expects to commence in the fourth quarter of 2025. The Company purchased $250 million of shares on a discretionary basis during the third and fourth quarters of 2024 and $187.5 million during the first nine months of 2025. The Company previously expected $587.5 million of discretionary share repurchases in 2025.

Previous wording

The Company reported operating income of $112.4 million in the second quarter of 2025 compared to $241.1 million in the same period last year. The HDMC segment reported operating income of $61.3 million in the second quarter of 2025, a decrease of $136.6 million compared to the second quarter of 2024. Operating loss from the LiveWire segment decreased $9.5 million compared to the second quarter of 2024. Operating income from the HDFS segment decreased $1.6 million compared to the second quarter of 2024. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment sections for a more detailed discussion of the factors affecting operating results.

Current wording

The Company reported operating income of $474.8 million in the third quarter of 2025 compared to $105.8 million in the same period last year. The HDMC segment reported operating income of $54.1 million in the third quarter of 2025, a decrease of $1.0 million compared to the third quarter of 2024. Operating loss from the LiveWire segment decreased $7.9 million compared to the third quarter of 2024. Operating income from the HDFS segment increased $362.1 million compared to the third quarter of 2024. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment sections for a more detailed discussion of the factors affecting operating results.

Previous wording

Other income, net in the second quarter of 2025 was lower than in the second quarter of 2024, due to the impact of an unfavorable change in the fair value of LiveWire's warrant liability in the second quarter of 2025 compared to the second quarter of 2024.

Current wording

Other income, net in the third quarter of 2025 was lower than in the third quarter of 2024 due to the impact of an unfavorable change in the fair value of LiveWire's warrant liability in the third quarter of 2025 compared to a favorable change in the third quarter of 2024.

Previous wording

The Company's effective income tax rate for the second quarter of 2025 was 18.8% compared to 18.4% for the second quarter of 2024.

Current wording

The Company's effective income tax rate for the third quarter of 2025 was 23.7% compared to 12.8% for the third quarter of 2024. The increase in the effective income tax rate was attributable to changes in the mix of earnings between the domestic and foreign jurisdictions that are taxed at rates that differ from the U.S. statutory rate as well as a lower benefit from income tax credits.

Previous wording

Diluted earnings per share was $0.88 in the second quarter of 2025, down 46.0% from the same period last year. Diluted weighted average shares outstanding decreased from 134.1 million in the second quarter of 2024 to 122.2 million in the second quarter of 2025, driven by the Company's discretionary repurchases of common stock. Refer to Liquidity and Capital Resources for additional information concerning the Company's share repurchase activity.

Current wording

Diluted earnings per share was $3.10 in the third quarter of 2025, up 240.7% from the same period last year. Diluted weighted average shares outstanding decreased from 131.0 million in the third quarter of 2024 to 121.7 million in the third quarter of 2025, driven by the Company's discretionary repurchases of common stock. Refer to Liquidity and Capital Resources for additional information concerning the Company's share repurchase activity.

Previous wording

During the second quarter of 2025, retail sales in North America were down 17.0% driven by a 17.2% decline in the United States. Despite unfavorable retail performance in the second quarter of 2025, the Company is encouraged by retail results in North America at the start of July 2025 and expects North American retail sales in the second half of 2025 to grow compared to the same period last year(1). Outside of North America, retail sales were also down during the second quarter of 2025, including a 21.4% decrease in Asia Pacific and a 4.9% decrease in Europe.

Current wording

During the third quarter of 2025, retail sales in North America were down 4.5% driven by a 4.2% decline in the United States. Outside of North America, retail sales were also down during the third quarter of 2025, including a 16.9% decrease in Europe and a 3.4% decrease in Asia Pacific.

Previous wording

U.S. retail sales were negatively impacted by depressed consumer sentiment resulting from economic uncertainty, combined with high interest rates which adversely impacted consumer discretionary spending. In addition, the decline in retail sales during the first six months of 2025 was due in part to a positive impact in the prior year associated with the launch of the Company's redesigned 2024 new model year Touring motorcycles, which is the Company's highest volume motorcycle family. Retail sales declines in Asia Pacific, Canada and Europe were also primarily due to challenging macroeconomic conditions with the decline in Asia Pacific primarily driven by lower sales in Japan and China.

Current wording

U.S. retail sales were negatively impacted by depressed consumer sentiment resulting from economic uncertainty, combined with high interest rates which adversely impacted consumer discretionary spending. In addition, the decline in retail sales during the third quarter of 2025 was due in part to a positive impact in the prior year associated with the launch of the Company's redesigned 2024 new model year Touring motorcycles, which is the Company's highest volume motorcycle family. This was partially offset by growth in the Company's refreshed Cruiser models which showed improvement in retail compared to the third quarter of 2024 with the largest gains coming in North America. Retail sales declines in Asia Pacific, Canada and Europe were also primarily due to challenging macroeconomic conditions.

Previous wording

Worldwide retail inventory of new motorcycles was approximately 49,000 units at the end of the second quarter of 2025, which was down approximately 28% from the end of the second quarter of 2024, as dealers reduced inventory levels in the current retail environment.

Current wording

Worldwide retail inventory of new motorcycles was approximately 52,000 units at the end of the third quarter of 2025, which was down approximately 13% from the end of the third quarter of 2024 primarily due to more significant reductions of models other than Grand American Touring models, as dealers reduced inventory levels in the current retail environment which resulted in lower HDMC shipments through the first nine months of 2025 as compared to the first nine months of 2024.

Previous wording

The estimated impact of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the second quarter of 2024 to the second quarter of 2025 were as follows (in millions):

Current wording

The estimated impact of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the third quarter of 2024 to the third quarter of 2025 were as follows (in millions):

Previous wording

•The decrease in volume was primarily due to lower motorcycle shipments.

Current wording

•The increase in volume was primarily due to higher motorcycle shipments.

Previous wording

•Revenue was positively impacted by favorable pricing on new model year motorcycles.

Current wording

•Revenue was positively impacted by favorable pricing on new model year motorcycles as well as parts and accessories and apparel, partially offset by increased motorcycle incentives.

Previous wording

•Revenue was favorably impacted by stronger average foreign currency exchange rates relative to the U.S. dollar compared to the same quarter last year. Cost of sales was favorably impacted by balance sheet remeasurements, partially offset by unfavorable impacts from hedging activities.

Current wording

•Revenue was favorably impacted by stronger average foreign currency exchange rates relative to the U.S. dollar compared to the same quarter last year. Cost of sales was unfavorably impacted by balance sheet remeasurements and impacts from hedging activities.

Previous wording

•Changes in the shipment mix had a favorable impact on gross profit primarily driven by beneficial mix within families toward new limited edition models and models with upgrades and new features, partially offset by unfavorable impacts from shipping a lower proportion of Grand American Touring models.

Current wording

•Changes in the shipment mix had a favorable impact on revenue and gross profit primarily driven by the increase in the proportion of Grand American Touring shipments and the increase in the mix of new limited edition models, partially offset by model mix within families.

Previous wording

Operating expenses were higher in the second quarter of 2025 compared to the same period last year primarily related to an increase in marketing costs as the Company supports its dealers' marketing efforts during the riding season as well as costs related to the Company's proxy contest in connection with this year's annual meeting of shareholders, partially offset by lower warranty costs on lower volume and lower people costs, including the cost of compensation and benefits.

Current wording

Operating expenses were higher in the third quarter of 2025 compared to the same period last year primarily related to an increase in marketing costs as the Company supported its dealers' marketing efforts during the riding season as well as higher people costs, including the cost of compensation and benefits, partially offset by lower product liability costs and lower warranty costs.

Previous wording

During the second quarter of 2025, revenue decreased by $0.4 million, or 6.8%, compared to the second quarter of 2024. The decrease was primarily due to lower electric motorcycle volumes sold, partially offset by higher electric balance bike volumes sold during the quarter as compared to the same period last year. Cost of sales decreased by $2.4 million, or 28.9%, during the second quarter of 2025 compared to the second quarter of 2024 due to lower electric motorcycle volumes.

Current wording

During the third quarter of 2025, revenue increased by $0.8 million, or 15.7%, compared to the third quarter of 2024. The increase was primarily due to higher electric motorcycle and electric balance bike volumes sold, partially offset by impacts from electric motorcycle pricing and incentives during the quarter as compared to the same period last year. Cost of sales increased by $1.8 million, or 30.8%, during the third quarter of 2025 compared to the third quarter of 2024 due to higher electric motorcycle volumes.

Previous wording

During the second quarter of 2025, selling, administrative and engineering expense decreased $7.6 million, or 28.7%, compared to the second quarter of 2024 largely as a result of cost reduction actions taken in the second half of 2024.

Current wording

During the third quarter of 2025, selling, administrative and engineering expense decreased $9.0 million, or 36.1%, compared to the third quarter of 2024 largely as a result of cost reduction initiatives.

Previous wording

Interest income was lower for the second quarter of 2025 compared to the same period last year, primarily due to lower average outstanding finance receivables at a higher average yield. Other income increased $1.5 million largely due to higher investment income and licensing revenue.

Current wording

Interest income was lower for the third quarter of 2025 compared to the same period last year, primarily due to lower average outstanding finance receivables at a higher average yield. Other income increased $26.5 million largely due to the gain on the sale of securitization beneficial interests . Interest expense decreased $18.6 million due to lower average borrowings at a higher average interest rate.

Previous wording

The allowance for credit losses considers current economic conditions and the Company’s outlook on future conditions. At the end of the second quarter of 2025, the Company's outlook on economic conditions and its probability weighting of its economic forecast scenarios was weighted toward more pessimistic scenarios given continued challenging macro-economic conditions, including a persistently high interest rate environment, ongoing elevated inflation levels, and muted consumer confidence. Refer to the Results of Operations for the Six Months Ended June 30, 2025 Compared to the Six Months ended June 30, 2024 for a discussion of 2025 annualized credit losses.

Current wording

The allowance for credit losses considers current economic conditions and the Company’s outlook on future conditions. At the end of the third quarter of 2025, the Company's outlook on economic conditions and its probability weighting of its economic forecast scenarios was weighted toward more pessimistic scenarios given continued challenging macro-economic conditions, including a persistently high interest rate environment, ongoing elevated inflation levels, and muted consumer confidence. Refer to the Results of Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months ended September 30, 2024 for a discussion of 2025 annualized credit losses.

Previous wording

Operating expenses increased $1.9 million compared to the second quarter of 2024 due in part to higher insurance-related expense and employee costs partially offset by favorable foreign currency rates.

Current wording

Operating expenses increased $7.7 million compared to the third quarter of 2024 due in part to higher expenses incurred on insurance-related products offered by the Company, employee costs, and dealer incentives partially offset by favorable foreign currency rates.

Previous wording

The Company reported operating income of $272.9 million in the first six months of 2025 compared to $504.2 million in the same period last year. HDMC segment operating income was $177.6 million in the first six months of 2025, down $258.8 million compared to the same period last year. Operating loss from the LiveWire segment decreased $18.9 million compared to the first six months of 2024. Operating income from the HDFS segment increased $8.6 million compared to the first six months of 2024. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment discussions for a more detailed analysis of the factors affecting operating income.

Current wording

The Company reported operating income of $747.7 million in the first nine months of 2025 compared to $610.0 million in the same period last year. HDMC segment operating income was $231.7 million in the first nine months of 2025, down $259.8 million compared to the same period last year. Operating loss from the LiveWire segment decreased $26.9 million compared to the first nine months of 2024. Operating income from the HDFS segment increased $370.6 million compared to the first nine months of 2024. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment discussions for a more detailed analysis of the factors affecting operating income.

Previous wording

Other income, net in the first six months of 2025 was lower than the same period last year due to a smaller decline in the fair value of LiveWire's warrant liability, as compared to the same period last year.

Current wording

Other income, net in the first nine months of 2025 was lower than the same period last year due to the impact of an unfavorable change in the fair value of LiveWire's warrant liability in the first nine months of 2025 compared to a favorable change in the first nine months of 2024.

Previous wording

The Company's effective income tax rate for the first six months of 2025 was 23.2% compared to 19.3% for the same period in 2024. The increase in the effective income tax rate for the six months ended June 30, 2025 was attributable to discrete income tax adjustments related to the realizability of future tax benefits.

Current wording

The Company's effective income tax rate for the first nine months of 2025 was 23.5% compared to 18.0% for the same period in 2024. The increase in the effective income tax rate was attributable to changes in the mix of earnings between the domestic and foreign jurisdictions that are taxed at rates that differ from the U.S. statutory rate as well as a lower benefit from income tax credits.

Showing the first 40 of 73 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Annualized credit losses on the Company's retail motorcycle loans were 3.34% at the end of the third quarter of 2025 compared to 3.07% at the end of the third quarter of 2024. The 30-day delinquency rate for retail motorcycle loans at

Current report — wording carried from elsewhere

Deposits – HDFS offers brokered certificates of deposit to customers indirectly through contractual arrangements with third-party banks and/or securities brokerage firms through its bank subsidiary. The Company had $554.5 million and $549.0 million, net of fees, of interest-bearing brokered certificates of deposit outstanding as of September 30, 2025 and
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

The Company shipped 35,837 motorcycles worldwide during the second quarter of 2025, which was 27.8% lower than the second quarter of 2024. Shipments to dealers in the second quarter of 2025 were lower than the second quarter of 2024 based on a planned decrease in motorcycle shipments and softer than expected retail demand as dealers adjusted inventory levels for the current retail environment. The Company shipped a greater proportion of its refreshed Cruiser models and a lower proportion of Grand American Touring models as the prior year included the launch of the Company's newly redesigned Touring motorcycles.

Previous report — wording carried elsewhere

•Manufacturing and other costs were negatively impacted by unfavorable manufacturing leverage related to higher fixed costs per unit resulting from lower production and shipment volumes as well as higher tariff and logistics costs. These negative impacts were partially offset by supply-chain productivity gains.