Thank you. Good morning. This is Shawn Collins, the Director of Investor Relations at Harley-Davidson. Welcome to our Q3 2022 Earnings Call. You can access the slides supporting today's call on the Internet at the Harley-Davidson Investor Relations website. As you may expect, our comments will include forward-looking statements that are subject to business risks that could cause actual results to be materially different. Those risks include, among others, matters we have noted in our latest filings with the SEC. Joining me this morning are Chief Executive Officer, Jochen Zeitz; and Chief Financial Officer, Gina Goetter. In addition, Chief Commercial Officer, Edel O’Sullivan, will join for the Q&A portion of today’s call. With that, let me turn it over to our CEO, Jochen Zeitz.

Thank you, Shawn, and good morning, everyone, and thank you for joining us today. Harley-Davidson delivered a strong third quarter and we are very pleased with our performance despite the supply chain challenges we experienced especially early in the quarter due to the production suspension. We believe we are well positioned to achieve our guidance for this year and tackle and adjust to changes in the market environment to achieve our Hardwire Stage II plans. The strength and desirability of the Harley brand continues to grow, and in uncertain times, we believe it's the strong brands powered by strong communities that are able to deliver better results. Harley-Davidson has taken the position as the most desirable motorcycle company in the world. In May, we laid out our ambitions for future growth and we continue to deliver against our five-year Hardwire strategic plan focusing on our pillars of profit, selective expansion and redefinition, leading in electric, growth beyond bikes, integrated customer experience, and inclusive stakeholder management. As you can see from today's results, HDMC posted revenue growth this quarter with both profitable unit growth and pricing driving a 24% increase. Equally, we are very pleased with the strong operating income margin growth we’ve seen growing 9.5 points to 17.9% versus last year, which we believe is a solid indicator that we have the right strategy in place to deliver long-term profitable growth at Harley-Davidson. Additionally, shipments for the quarter were up 19% as we largely recovered from the unplanned production suspensions we experienced earlier in the summer. We believe that the success of our Hardwire strategy with a focus on our core segments is evident by the per unit profitability that Gina will talk about later. To deliver this, we still believe that as the most desirable motorcycle company and brand in the world, we need to shift the traditional focus away from units sold to desirable and profitable revenue when compared to the past. We are particularly pleased with the profitability we were able to deliver in the quarter aligned to the Hardwire strategic focus. It’s important to note that when looking at the results of the quarter, we believe that the demand we saw as the quarter unfolded displayed ongoing strength and importantly that our retailers were impacted most by supplies. As we were able to have the inventory flowing more normally through the dealer channel, we saw overall retail begin to turn positive year-on-year for North America and other key geographies. Unlike the profit focus on our core segments and expanding from our success with product launched this spring, in August at the Sturgis Motorcycle Rally we introduced a new offering of Apex factory custom paint across select 22 Grand American Touring models. Inspired by the century-old racing legacy of Harley-Davidson and paint tributes to the legendary Harley-Davidson XR-750 motorcycle, Apex paint is applied with exceptional skill by our in-house teams at York and Tomahawk demonstrating the talent of our specialists here in the U.S. We have seen a strong riding community response to these bikes and will continue to evolve our paint offerings going forward. With the Hardwire, we made a commitment to introduce a series of motorcycles that align with our strategy to create iconic motorcycles celebrating the legacy and leadership of Harley-Davidson. The Icon’s collection presents one or two models annually with a single production run for each model. Production of that motorcycle will never be resumed or repeated. Building on the success of our previous cycle and the electric live revival, this September, we launched the Limited-Edition Low Rider El Diablo inspired by an American West Coast custom styling trend, the Low Rider El Diablo combines lean performance and sport-touring versatility with a stunning paneled hand-applied paint scheme. We’ve seen a great response to the bikes with them becoming our fastest selling motorcycle in the third quarter and we are excited about the future of the Icon’s collection within our product lineup as we enter the 120th anniversary of Harley-Davidson next year. In our May Analyst and Investor Meeting, we set out our ambitions under the growth beyond bikes pillar with an increased focus on Apparel & Licensing as a new key driver of our Harley-Davidson lifestyle. Since then, we’ve been building our core Apparel & Licensing competency, including creating a best-in-class in-house team to be able to deliver on this ambition long-term. With our strong growth of the A&L function this quarter with 41% growth in apparel and 26% growth in licensing and we remain confident that in the long-term we can continue to grow this part of our business further driving the desirability of our brand and moto-culture lifestyle for riders and non-riders alike. Over the course of the third quarter, we continue to make rapid progress on the evolution of the customer and dealer experience. In the U.S., we continue to expand our solid bike order process which has grown 300% versus last year with 98% of the network now engaged. Alongside this, as we work through supply disruptions to deliveries we added new functionality to provide better visibility and communication to dealers and customers on the status of their bikes. As discussed earlier in the year at our Investor Day, we’ve started to pilot the motorbike distribution system with faster access to product that will support growth with a more restrained inventory model, supporting profitability and improving the ability to meet customers’ needs for specific bikes. As mentioned in the May Investor Day, we formally launched our facility upgrade program Project FUEL globally with 10% of the North American networks signed up to start in the first wave. This is a big investment, thanks to our global dealer base at a total value of approximately $2 billion in the U.S. alone, but it is a truly critical effort that is long overdue and a testament to our combined belief in the house and profitability potential for our business across board existing and new customer segments and products. Additionally, we have launched service business consultants and the new service schedule lead form to drive growth of in-network service activities. Importantly, our focus was not just in North America; in APAC we expanded our customization kits program supported by new digital experience with a 30% growth in the number of kits purchased by dealers. Finally, we continue to be extremely proud of the flexibility, adaptability, and partnership of our dealers as we work through difficulties with supply and as we pilot new approaches. The ability to stay engaged with our most loyal and new customers to support demand late in the season, their strong service reach, technical expertise, and their investment and experience in the community demonstrate that we have the strongest and most effective network in all of power sports. As an integral part of our Hardwire strategy, in July, we celebrated the one-year anniversary of the H-D 1 marketplace, our pre-owned platform. Today, the site hosts more than 30,000 motorcycle listings including over 2,000 Harley-Davidson certified bikes, making it the leading online platform for used Harley-Davidson motorcycles in the U.S. Since launch, we’ve seen nearly 3 million visits to the site, increasing the visibility into the pre-owned market for both our customers and our dealers. Two recent additions to the platform included the incorporation of non-Harley-Davidson bikes, widening our reach and pre-qualification making it easier for our customers to find and finance their purchase. We will continue to invest in the site and enhance the offering ensuring that with the marketplace positioned as the ultimate destination for customers and motorcycle fans across the globe. As I mentioned earlier, next year marks our 120th anniversary; we are going to be celebrating this landmark event like never before, kicking off an annual three-day rally with the intention to develop it over the coming years into one of the largest Harley-Davidson events and rallies in North America and globally for our riding community, families, and fans here in our backyard, our hometown of Milwaukee. We know that the faster we move forward, transform and innovate, the more important it becomes to remember where we came from. We own Milwaukee and our roots in Wisconsin including Juneau, the product development center, the powertrain operations, and Tomahawk to be as relevant to us today and tomorrow as it's been in our past and for our presence here to not only benefit our employees but our community and customers alike, so stay tuned for more. We will be announcing more details in the New Year on our plans including an investment that the Harley-Davidson Foundation intends to make on the heels of our $10 million investment into our Museum campus focusing on our Juneau Home and the near West Side in Milwaukee. A core pillar in our Hardwire strategy is to lead in electric. In this past September, we achieved a key milestone in delivering this ambition. On September 27th, LiveWire became the first all-electric motorcycle company to list on the New York Stock Exchange. Closing this transaction with the listing represents a proud and exciting milestone towards our ambition for LiveWire to become the most desirable electric motorcycle brand in the world. We believe LiveWire is well positioned to define the two-wheel EV market and we are excited about the future. We'll be telling you more about LiveWire at the fourth quarter with Ryan Morrisey, who is LiveWire's President, joining us to present. But now I'll hand over to Gina.

Thank you, Jochen, and good morning, everyone. As Jochen highlighted, we delivered a strong quarter, demonstrating focus on the business fundamentals. Third quarter results reflect a significant year-over-year revenue and operating income increase, primarily driven by a strong recovery in global motorcycle production and wholesale shipments after being adversely impacted by the unexpected production suspension back in May. While we continue to operate in a volatile supply chain environment, we started to see cost inflation moderate as we move through the quarter. Specifically, we saw logistic rates decline and raw material inflation slow given the moderating metal markets. Looking more closely at our financial results in the quarter, total consolidated revenue of $1.65 billion was 21% higher than last year. HDMC wholesale motorcycle units were up 19% year-over-year and revenue was up 24% with the positive spread driven by profitable unit mix and global pricing. The Financial Services segment revenue was up 3%, largely due to higher finance receivables. Total operating income of $339 million was up 66%, compared to last year. For HDMC, operating income of $258 million was up 164%, compared to last year and margins were at record levels. Performance in the quarter was driven by the recovery in unit production and cost productivity and pricing offsetting inflation. For HDFS, operating income of $81 million declined by $26 million or 24%, compared to last year. The decline was driven by a higher provision for credit losses and higher interest expense. As we've noted in previous quarters, the credit loss rate continues to normalize in line with expectations and the loss reserve rate is remaining steady. Third quarter GAAP earnings per share of $1.78, compared to $1.05 last year with the increase driven by the factors already noted, as well as from modest favorability in the below the line items. Turning to Q3 year-to-date results, total consolidated revenue of $4.6 billion was 7% higher compared to last year, and total operating income of $906 million was 9% higher compared to last year. GAAP Q3 year-to-date earnings per share of $4.68, compared to $4.06 for the same period last year. Global retail sales of new motorcycles were down 2% in the quarter. Overall, retail results were negatively impacted by low dealer inventory heading into Q3 and remaining lean through the first half of the quarter. As Jochen pointed out, as the quarter went on, we saw overall retail return to growth year-over-year, as inventory began to flow more normally into the dealer channel. Retail in the month of September was up 5% in the U.S. and up 7% worldwide. Overall, worldwide retail inventory of new motorcycles remains at historically low levels. Q3 average inventory was 22% higher than Q3 prior year and on a sequential basis, average inventory rose 12% compared to last quarter as production and wholesale shipments recovered from the suspension in May. The increase in inventory was welcome news for our dealers who continue to demonstrate solid retail momentum. We continue to see strong pricing dynamics for both new and used motorcycles in Q3 as we have throughout 2022 and 2021. Specifically, within the U.S., Q3 new motorcycle transaction prices finished within the desirability threshold of plus or minus two percentage points. Looking at revenue, total HDMC revenue was up 24% in Q3 and up 8% on a year-to-date basis. Focusing on the key drivers in the quarter, 17 points of growth came from volume, driven by the growth in recovery in units and growth in the apparel business, eight points of growth from pricing and lower incentives driven by global MSRP price increases, coupled with pricing surcharges in select markets. In addition, we delivered strong price realization across our apparel business, four points of growth from favorable mix within motorcycles, as well as SKU mix across the apparel business, and finally four points of negative impact from foreign exchange as the dollar continued to strengthen throughout the quarter. Drivers of year-to-date revenue are relatively consistent, although volume growth was more muted year-to-date as Q3 growth was offset by the shortfall in Q2 due to the production suspension. Focusing in on margins, Q3 gross margin of 34.1%, compared to 26.7% in the prior year. Stronger volume, favorable unit mix, and pricing more than offset modestly higher cost inflation. Additionally, in Q3, we continued to comp the unfavorable impact from the additional unexpected EU tariffs in 2021, which provided a margin tailwind. In total, supply chain inflation was plus 2% in the quarter, which is down from 4% in Q2 and 10% in the back half of last year. The deceleration in inflation is primarily a result of normalization across logistics including lower expedited shipping expenses and, to a lesser extent, raw materials and the impact of metal markets beginning to distance from peak levels last year. Q3 operating margin improved from 8.4% in Q3 prior year to 17.9%. The improvement was driven by the factors noted and includes an increase in operating expense, partly driven by LiveWire. As Jochen mentioned, since launching the Hardwire, we have shifted from a single focus on unit growth to a more holistic view of profitable revenue growth. The actions that we took during the Rewire to prune the portfolio coupled with the actions on pricing and incentives we've taken in the past couple of years to offset inflation have resulted in our unit profitability improving from the low point in 2019, and as we continue on The Hardwire journey, we will remain focused on overall HDMC revenue, operating income, as well as profitability per unit as key measures. The Financial Services segment operating income in Q3 was $81 million, down $26 million, compared to last year. The decline is driven by a higher provision for credit losses and an increase in interest expense. As expected, we continue to see actual losses move toward more normalized levels. In Q3, HDFS' annualized retail credit loss ratio of 1.5% compares to a ratio of 0.84% in Q3 2021, or 66 basis points higher. In the quarter, both the actual loss rate, as well as the delinquency rate continued to be in line with expectations and historical averages. Total retail loan origination was up 3.3% in Q3 with growth across both new and used bike originations. Total quarter ending financing receivables were $7.3 billion, which was up 7% versus the prior year. Total Q3 interest expense is up $16 million or 36% versus the prior year. The increase was driven by higher average debt outstanding and higher average interest rates. In addition, the retail loans for credit losses at the end of Q3 was 5%, which was flat relative to the front half of the year. Wrapping up with Harley-Davidson, Inc.’s financial results, through the first three quarters, we delivered $575 million of operating cash flow, which is down from $926 million in the comparable period last year. The decrease in operating cash flow was driven by increases in inventory, as well as higher net cash outflows related to wholesale finance receivables. Total cash and cash equivalents ended at $1.7 billion, which is $331 million lower compared to Q3 last year. During Q3, we continued to repurchase shares although at a slower pace than in the first half as our cash priorities shifted to fund the LiveWire transaction. In Q3, we bought back approximately 400,000 shares. Cumulatively, through the third quarter, we have bought back 8.4 million shares. As we look to the rest of 2022, as Jochen mentioned, we are reaffirming our full-year outlook on HDMC revenue, HDMC operating margin, and HDFS operating income where we continue to expect HDMC revenue growth of 5% to 10%. This revenue growth forecast incorporates the expectation that we recover wholesale units lost as part of the production suspension. It also includes what we know today in terms of the impact of the supplier challenges impacting our business. We expect revenue to continue to be positively impacted by our global pricing actions as we work to offset the cost headwinds across the supply chain. We continue to expect HDMC operating income margin of 11% to 12%. We believe the anticipated positive impact from pricing will more than offset the expected cost inflation across the supply chain. Also, the suspension of the additional EU tariffs realized in 2021 contributes over a point of margin growth. We continue to expect HDFS operating income to decline by 20% to 25%. This decline is largely a result of the favorable allowance releases and lower credit losses in 2021. And lastly, we are updating our capital investment guidance from $190 million to $220 million to $170 million to $190 million to reflect updated project implementation timing consistent with our prior quarter disclosures, embedded in our 2022 guidance of LiveWire. Finally, as we look to capital allocation, our priorities remain to fund growth of the Hardwire initiatives, which include the capital expenditures previously mentioned and funding the LiveWire transaction, paying dividends and executing discretionary share repurchases. This financial guidance includes the best cost forecast on supply chain that we have at this time. It assumes that logistics and materials will continue to improve as we move through the balance of the year. In aggregate, we expect costs to continue to be inflationary, but we will move beyond the peak levels realized in 2021.

Thank you. Your first question will come from Robbie Ohmes with Bank of America. Please go ahead.

Well, good morning, and thanks for taking my question. I am going to actually slip in just two real quick. Just the first question was just if, Jochen, you can talk about how demand feels in the fourth quarter here, both in the U.S. and in the rest of the world? Any changes you've seen and how the dealers are feeling? And then for Gina, I was hoping you could help us with the gross margin outlook. Great gross margin that you guys had. How do we think a little more color on how to think about the fourth quarter? And any thoughts you would give us, preliminary thoughts on how we think about it for next year? Thank you.

Yes. Thanks, Robbie. To your first question, as I mentioned earlier, we saw improvements in retail sales as the quarter went on. Therefore, we believe that the decline in retail sales was primarily due to the lack of availability of inventory at the dealer network, and as we got to mid-August, things started to turn positive and retail sales have been positive ever since. So overall, at this point, with more inventory available at the dealers, we feel pretty good about it. That is particularly the case for the U.S. and our Asia Pacific markets.

Good morning, Robbie. In terms of your question on margins, we had a very good margin quarter, really driven by the strong recovery that we had in units and the profitable mix of those units, coupled with the pricing actions that we had in the market more than offsetting the cost inflation. But to really get an accurate view on our margin for the year, you need to look at year-to-date because it combines that shortfall that we had in Q2 combined with Q3. But still, the story remains very positive. We have year-to-date 2.5 points of margin growth. Remember, a point of that is coming from the tariff comp that we had from last year of additional EU tariffs sitting in there. As we think forward into Q4 and into 2023, remember, keep in mind that our FX rates, as we are going through the balance of the year, are going to get worse. That deterioration has come into the P&L earlier in the year without having any sort of material impact on margin. As we got into Q3 and as we look to Q4 and next year, that is absolutely going to have a bigger impact. And if you think of Q4 as well, remember that we are continuing to do the changeover of our model year production at the end of October. So from a shipment standpoint, we ship roughly 60% of an average quarter in Q4. So that weighs on our margins as well. From a year-to-date standpoint, we are sitting in a really good position and feel good about the guidance that we've given, knowing what we know coming at us for Q4. In terms of 2023, looking at the margin progress that we've made over the past couple of years, we are really proud of the progress. We added a chart in these materials to look at our profitability per bike and you can really see all of the work that we are doing on cost and on pricing and really focusing on that mix playing through our profitability per bike. We foresee that sticking with us as we move into 2023; we are just in the midst of budgeting. So we are not going to comment too terribly much on what the outlook is for next year, but keep in mind a couple of things: one, our rule of thumb is that we are going to take enough pricing to offset the cost inflation, and the second piece is this FX headwind that's coming at us. So it will be material for us next year, and we are just shaking and figuring out how much of that pricing is going to be able to offset the FX for next year.

Very helpful. Thank you, so much, Gina.

You're welcome.

Your next question comes from the line of Craig Kennison with Baird. Please go ahead.

Hey, good morning. Thanks for taking my question as well. Gina, I was just going to follow up on that Slide 9, where you talked about HDMC profitability per bike. I am assuming that includes your parts and accessory business, as well. First of all, can you confirm that?

Yes. Yes, you're absolutely right. That includes parts and accessories.

Okay. So in some ways, like you produced fewer bikes, that's a higher margin business, so maybe you can earn more per bike. I am just wondering, it's such an impressive reversal in that trend. Where do you think that metric ultimately can go?

When you think about the guide that we have out there for Hardwire getting back to that mid-teens margin number, I mean, that mid-teens margin number was anchored around that in 2014, 2015 kind of profitability per unit. So I think there is still upward potential in the long run. Again, I think as we think about 2023 and working through this FX impact, we'll have to keep that in mind for next year. But over the long run, as you look at that 14 anchor, that's a good one to have out there.

Is there a way to deconstruct that to say how much money you make on a bike versus how much you make on an attachment rate, because you sold the bike, and then how much is just coming in because you've got this great network of riders that buy PG&A all the time?

We can break that down. We have broken that down. We are not quite sharing that publicly yet, but we do understand both the profitability per bike is increasing based on the factors that we've noted and we are having a stronger attach rate and intend to have a stronger attach rate as we move forward. But we can provide some more clarity on that as we move into 2023.

Great. Thank you.

Your next question will come from the line of Joseph Altobello with Raymond James. Please go ahead.

Thanks. Hey guys. Good morning. I guess the first question on inventory, so you had 30,000 units in dealer inventory worldwide. By my math, it's about nine weeks up year-over-year, but you are roughly half of where you were, call it, three years ago. And I guess how far below optimal do you think you are right now? However you want to define that whether it's units or weeks on hand, for example.

Hi, Joseph. Good morning. This is Edel. You are correct in your assessment of the inventory position. I think the most important thing for us is to be able to start the riding season as we look into 2023 at a much healthier level of inventory. We know that over the past few quarters and indeed maybe even over the past couple of years, we have not had the optimal level of inventory in any of our markets to really be able to capture the beginning of the season and the upside demand potential. So we are pleased to see that situation recovering as we get into the back half of 2022. That said, just as you noted, we continue to understand that it is very important for us and our guiding principle of desirability to ensure a restrained and adequate level of inventory. We do not intend to go back to historical levels that created many challenges for profitability, not only for us but also for our dealers. That's an important part also of what Gina was just sharing in the previous question. So I certainly think that we are in a much healthier position. We think this will allow us to start the riding season in a much more comfortable place, both domestically and in international markets. Still overall, understanding the importance of a restrained inventory position that lives under our broader framework of desirability.

Yeah, but how many bikes are you below optimal? I mean, is it 5,000 bikes? Is it 10,000 bikes?

Yeah. That will depend. We monitor it very closely as we look at the retail trends in each of the markets. Again, we think the level that we are at now is healthy. We think that we continue to have at this point what we need to start the season effectively and we will continue to monitor that as we go into the New Year.

Okay. And just maybe a question for Gina, if we assume no changes from today, could supply chain cost be a potential tailwind in 2023?

Absolutely. Yes. As you see our performance through the third quarter here, we started to see the supply chain play out as we had hoped with logistics costs starting to moderate and metal markets coming back to us that will continue –those tailwinds will continue as we move into 2023. Now labor is still a factor that we are going to have to contend with next year from an inflation standpoint that is a piece that will continue to hit us. And the overall supply base itself is still not super stable. So there are puts and takes, but largely speaking, the huge inflation that we were seeing within logistics and raw materials is starting to mitigate.

Your next question will come from the line of James Hardiman with Citi. Please go ahead.

Hey, good morning. Thanks for taking my call. So, just a quick clarification. Jochen, you mentioned that since sort of mid-August, retail had been positive. I am assuming that includes the month of October, so maybe speak to October. But then maybe a follow-up on – or maybe a clarification follow-up on Joe's question about inventory, as we exit this year, is the right way to think about next year that wholesale and retail units should generally be aligned or do you think there is going to be some incremental catch-up to be done in 2023? Thanks.

Thanks, James. Yes, that did include October. So we've seen that positive trend continue into the fourth quarter to-date. Look, catch-up to Edel's point, it depends on retail development, right? So certainly, the big catch-up was in the third quarter now with the production suspension that we had that cost us anywhere between 10,000 and 12,000 units, most of which we've now compensated in the third quarter. There is still a bit of catch-up in the fourth quarter to do with a few thousand units and it all depends on how retail is going to develop. We certainly will stay very agile to ensure that supply and demand are in good balance and that we are not oversupplying the market. But it's difficult to project retail in the current environment. We are certainly planning for all eventualities, but what we are seeing so far and in particular in October is a positive trend.

And just maybe one point of clarification, domestic versus international, the inventories in the field are more balanced, I think than they've historically been. Can you just speak to sort of your relative comfort with domestic versus international? Is there more sort of room to go on one versus the other?

Well, I think overall, we feel good about the inventory on a global level and in particular with regard to the U.S. and Asia. EMEA market is anybody's guess right now how EMEA is going to develop. But overall, we feel good about the inventory level that we have right now.

Your next question will come from the line of Fred Wightman with Wolfe Research. Please go ahead.

Hey guys. Good morning. I just wanted to take a look at the full-year guidance. I know we always sort of run into this for the 3Q print, but there is a pretty wide range implied for 4Q on sales and operating profit just with the current guidance. So can you sort of talk about, what gets you to the high end of that range versus the low end? Is it really just some of the retail momentum that Jochen just talked about? Is it supply chain, like what are sort of the positives and negatives there?

Sure, morning, this is Gina. I would say, what gets us to the high end of the range, remember, we are cutting off production and shipping, or kind of shipping over to the next model year at the end of October here. So really, what gets us to the high end is that those bikes get on the water for our international markets, having them able to hit an invoice in the current year. So that really is what's swinging from the 5% to the 10% now. We feel confident about the production. We feel confident about what kind of we are going to work to wholesale. We feel confident in the demand that is there. It's now just a matter of can we get it shipped and invoiced in those international markets in time. I think from a pricing standpoint, we are continuing to feel good about the pricing that we have in the market, as well. On the margin standpoint, what gets us to that higher end of the range is continuing to see the supply chain trends that we saw in Q3 play through in Q4.

Got it. Thank you.

Your next question will come from the line of Gerrick Johnson with BMO Capital. Please go ahead.

Good morning. Thank you. I have a couple here. First, you mentioned improving availability in U.S. and APAC, but not EMEA. So what happened there?

Availability is fine. I am just saying I think the economic outlook currently in EMEA is to be seen. It’s very hard to judge the trends in the fourth quarter anyway. But I'd say the confidence levels are certainly a lot higher in the U.S. and in Asia Pacific, but inventory availability is fine.

Okay, understood. And P&A was down, trailed everything else. So why was that down?

P&A, there are a couple of different dynamics at play there. The first, I think the supply challenges continued for much longer in this category than in motorcycles, and that certainly continues to be an area where there are high backorders on some of our categories that are most important for accessorizing a bike, so that's one dynamic. The second dynamic is certainly the attach rate to new motorcycles, and essentially, what I mean by that is the fact that the motorcycles we didn't have available in Q2 as they came in, many of those bikes were spoken for and essentially are turning so quickly on the floor that the potential for pre-accessorization was a little bit muted. So that certainly has been the two driving factors behind P&A for the quarter. Now if you look in terms of the overall decline in retail versus the decline in P&A, we still are driving a little bit of improved growth there; pricing is a factor, of course. But we think that as supply normalizes, not only in motorcycles but also in most P&A categories themselves, we should see improvement in that growth trajectory for the business.

Okay. Very good, Edel. Thank you. And Gina, one last one, you reduced your CapEx by about $25 million for project implementation. So what was that that got pushed out?

I wouldn't say anything necessarily got pushed out. It's just a phasing of when some of the expenditures are hitting in terms of just the timing of the project. There is nothing that's been delayed or pushed in that way. It's really more of an accounting thing of when costs are going to hit or expenses are going to be paid.

Your next question will come from the line of Joseph Spak with RBC Capital Markets. Please go ahead.

Thank you. Gina, maybe just on the logistics comments, like, if I look back last quarter, I think you indicated that would be flat for the second half. Now it was down this quarter. You are seeing it down again in the fourth quarter and I know you are doing a lot less expedited, and ocean is down, but is this really just a comp issue from a super high level expert, because we are hearing a lot of challenges on rail for instance. So, I'd just be curious to hear what you are seeing that gives you confidence that logistics can be a positive for you guys here.

Yeah, Joe, good question. To your point on comp, that really had much to do with Q3. Q3 in 2021 was really high for us, particularly when everything was inflating, plus we had a lot of expedited shipping. When you think about the timing of our model year production, we typically see expedite start to rise in Q3 of last year as we were getting stuff ready for the changeover. We are not seeing as much of that this year in expedited shipping. So that is what brought Q3 to be deflationary here, down 5%. To your point on lane rates and freight rates, yes, we are seeing the same thing; labor within the logistics area is staying high, but just the delta that we are – and the stability within expedited shipping, or the control, I should say, on expedited shipping, that is what brought Q3 down and what we foresee for Q4 as well.

Okay. That's helpful. And then, second question is, I know in the release, you mentioned on the OpEx side, I think part of the year-over-year increase was higher LiveWire spend. Is there any way you could give us the total spend or the total loss for LiveWire this quarter? And then, thinking about next quarter, and I know as now a standalone company, you are still consolidating it, like, are there higher public company costs that we should also consider on a go forward basis that starts to impact the OpEx of the overall consolidated enterprise?

Not different than what we've included in our guidance or our outlook for LiveWire or for Harley. What we talked about during Investor Day, all of that cost was included or the infrastructure was included. The biggest thing that happened in LiveWire was people. So as we separated the business out and started to build that talent base year-over-year, we are spending more on that infrastructure than we would have in the prior year. Starting next quarter, like when we release our year-end and look at Q4, we'll start to show the three segments, as we've talked about. We'll have the motor company, excluding EV, we'll have HDFS, the financing arm, and then we'll have LiveWire as well. So we'll start to see all three of those pieces.

Okay, can you give us the total spend on LiveWire this quarter on an absolute basis?

On an absolute basis, the operating expense for the quarter, we spent roughly, call it $20 million.

Your next question comes from the line of Jamie Katz with Morningstar. Please go ahead.

Hi, good morning. I'd be interested to hear how the appetite for financing has changed with significantly higher APRs across HDFS? And I do have a follow-up after that. Thanks.

In terms of the appetite for financing, we need to analyze the different types of customers. For prime applicants, we are still experiencing strong interest. We are noticing a shift in loans towards prime borrowers. However, on the subprime side, there are fewer individuals expressing interest in loans unless we become more selective with our lending. Therefore, we are observing two trends: first, a decrease in interest from subprime borrowers, and second, an increase in our funding for prime applicants.

Okay. And then, I assume that means that you are still financing roughly, I don't know, 60% of the loans or whatever the prior number was that hasn't changed materially.

Yes. Yes. Our penetration has stayed relatively consistent this year, so, right around that 65% mark. All loans, all loans were 65% of them. So go back to the math of roughly 20% of folks are purchasing outright in cash and then of that remaining 80%, we are financing 65% of them.

Perfect and I have a quick follow-up on the H-D 1 change, bringing in other brands into the fold. Can you talk a little bit about how that helps you control the U.S. pricing market across the board a little bit more broadly?

Well, as I said, we wanted to expand the marketplace so that it becomes the leading marketplace for everything at some point in terms of bikes, which is why we don't want to just offer HD bikes but give our customers and dealers an opportunity to list their own bikes. We think this is a natural expansion of the H-D 1 marketplace to expand on the reach and interest that we are building with our customers.

Your next question will come from the line of Ryan Sundby with William Blair. Please go ahead.

Yeah, hey, good morning, guys. Really impressive growth for adventure-touring this quarter. Can you talk a little bit more about what you are seeing there? Is that all demand? Is there anything one-time in that number around maybe market expansion? And then, with A&S units nearly doubling this quarter, is there a way to help us think about maybe where adventure-touring ends up as a percentage of total units? Thanks.

Good morning, Ryan. Thank you for your questions. Yes, adventure-touring brought us is an incredibly strong product we've put out in the market in a category that typically wouldn't be what people would have originally thought about Harley-Davidson. So, again we are very proud of the development. It also suffered in the early parts of the year from availability as many of our other product families did and recovery, I think, in Q3 has been significant as those concerns have abated in terms of supply. This is an important segment for us. It is global; it is particularly prominent and important on a global basis, but it is also growing very strongly in North America where we think we have the right offerings, the right dealer network, and the right support to be able to have this be another strong contender as that market continues to grow. Our intent is to continue to support not only the adventure-touring product Pan America in and of itself, but also the ecosystem of experiences and consumers that go along with it. We see great potential for growth globally where it is an established segment and in North America as it grows.

Great. And then, any thoughts there on kind of the percentage of total units that could ultimately represent for you guys over time?

I think that evolves as the market growth potential does. We've certainly established a priority around our stronghold categories and that will continue into the future. But adventure-touring again is an incredibly important segment globally and it is growing in North America. We think the potential there is significant for it to be an important part of our overall lineup domestically and internationally.

Just to add, of the 1,250 in the U.S., the Pan America is still the number one selling motorcycle in its segment.

Your next question will come from the line of Brandon Rollé with D.A. Davidson. Please go ahead.

Good morning. I was going to ask, could you comment on the current use versus new pricing gap and how that's impacting the affordability of new bikes in the eye of the consumer? And then maybe touch on the success or plans you have to keep new buyers engaged that entered the industry during the pandemic moving forward? Thanks.

Sorry, Brandon, I was on mute as I started speaking. So, let me go back over that. So we were talking about the balance of new versus used. The gap in pricing, I think, continues to be at a lower rate than historically. We have certainly seen the balance of new versus used within our dealer network change throughout the year as availability has modified. So we expect that will continue to be the dynamic going forward as availability in new changes and improves. However, it is important to note, as Jochen was referencing in his previous answer around H-D 1, that both of these consumers, the new and the used buyer, are important for our overall growth and part of the overall ecosystem of riding that we intend to establish and continue to have it be a prominent part of our story—the growth story going forward. In terms of your question specifically around new riders that have entered the category and the sport over the past couple of years, we have spoken in this call over the past few quarters about the growth in the Riding Academy. We continue to see very strong adoption rates and new riders of all kinds entering the sports. For us, it's really about building that ecosystem of experiences in that community that goes beyond some of our traditional offerings by COG to ensure that those consumers stay engaged in the way that is most relevant to them, and that is both through digital touchpoints as well as through the incredible dealers and the experiences that they build, all the way to the rallies, and certainly in 2023, including our anniversary year events that we are very excited about. So lots of opportunities to continue to drive that engagement that keeps those new riders riding.

Our next question will come from the line of John Healy with Northcoast Research. Please go ahead.

Thank you for taking the question. Big picture question, when I hear your remarks, the biggest thing that jumps out to me is just the commitment to being controlled with your production and being rational with the amount of product that you put into the industry. And if that works out, profitability per unit, if you can execute on some of these operational initiatives, should be historically better than what we've seen in recent years. Could you help us walk through what would prevent you guys from pulling that playbook off? Because when I look at that opportunity set, to me, it seems like you control your destiny quite a bit there. So I am just trying to kind of game theory, what's jumping out at you as being the biggest roadblocks to pulling that off? And then, secondly, I think you maintained guidance for the HDFS business despite higher rates, and I was just wondering what kind of the offset was as you look into the year-end? Thank you.

Well, the biggest obstacle is always demand in this regard. If you have a clear positioning as the most desirable lifestyle brand that is rooted in moto-culture demand—so, demand, and I am talking motorcycles for a moment here, is what drives our thinking all the time and we want to make sure that we are planning our manufacturing accordingly in order, of course, to capture demand, which was not always possible in the last couple of years due to the supply chain challenges, but also that we are agile to move as demand evolves in the next quarters. It's not just about demand management or supply management. Obviously, there is a lot more happening in H-D Marketplace, our digital drive, and many other initiatives are in full swing to make sure that we broaden the consumer base, the customer base in the coming years. So there is a lot happening in this space, which is important. We want to make sure that our riders keep riding, that we bring new riders into the sport, and that we are overall broadening our reach in the different consumer profiles, which is also why you see an extended effort on our parallel licensing business, which has shown nice growth, especially this quarter. That's a big initiative for us to broaden the consumer base because not everybody that is a fan of Harley necessarily rides yet; maybe they will be riding in the future, but it might just be a customer that believes in the lifestyle, loves the lifestyle, loves the brands and wants to get engaged, and therefore, there is a big effort there that I believe long-term will help us also to get people more engaged in the culture, into riding culture, and eventually become a rider, and take them Riding Academy course. They have more opportunities on the Riding Academy as well, not just for new riders; it could be skilled riding and other things, adventure-touring, lots of opportunities there that we are looking at experiences loyal shape, loyalty, and membership are opportunities that we are exploring. So there is a lot happening. It's not just a question of capturing the demand and making sure that we are always the most desirable, and pricing is up and inventory is at a healthy level. There is a lot happening behind the scene and in front of the scene to really get customers to engage with the brand on a very different level than we've ever seen in the past.

And John, you had a question on HDFS. Could you repeat the question? I didn't quite catch all of it.

I think you guys maintained guidance for HDFS, your operating income for the year. But rates probably, I would think, are a headwind given the original expectations. Just trying to understand the offsets.

Yes, good question. And yes, interest rates are definitely going against us, and you can see that. You could really start to see that play through the P&L here in Q3 when you look at that interest expense line up pretty significantly year-over-year. That by the way is going to continue to be a headwind for us as we move into Q4 and into 2023. The offset has been in the revenue. So, not only have we had overall kind of receivables go up, plus all of the other revenue streams that impact HDFS have also been positive. So think of things like added insurance, added credit cards, all of that revenue has been positive and helping to offset.

Okay. Thank you.

There are no further questions at this time. This concludes today's call. Thank you all for joining. You may now disconnect.