Thank you for standing by, and welcome to the Harley-Davidson 2024 Third Quarter Investor and Analyst Conference Call. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Shawn Collins. Thank you. Please go ahead.

Thank you. Good morning. This is Shawn Collins, the Director of Investor Relations at Harley-Davidson. You can access the slides supporting today's call on the Internet at the Harley-Davidson Investor Relations website. As you might expect, our comments will include forward-looking statements that are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters we have noted in today's earnings release and in our latest filings with the SEC. Joining me for this morning's call are Harley-Davidson Chief Executive Officer, Jochen Zeitz, also Chief Financial Officer, Jonathan Root, and we have LiveWire's Chief Executive Officer, Karim Donnez. With that, let me turn it over to our CEO, Jochen Zeitz. Jochen?

Thank you, Shawn, and good morning, everyone. Thank you for joining us for our Q3 2024 results. In Q3, we saw an increasingly difficult global market environment in our and other big ticket discretionary sectors. Macroeconomic and political uncertainty and the pressure of high interest rates affected both our industry and customers, especially in our core markets. This impact contributed to the decline of 13% in global retail sales of new motorcycles for Q3, with North America posting a 10% decline, compared to 18% across international regions. For the U.S. through the end of Q3, Harley-Davidson retail was down 1%, which was better than the overall motorcycle industry. Overall, we continue to see greater spend from higher than lower-income customers as evidenced by motorcycle mix, where our CVO motorcycles continue to be up double-digit percentages throughout the year. In the U.S. specifically through the end of Q3, driven by our new touring lineup, our Touring segment was up almost 10%, and we gained more than four percentage points of market share, outperforming the category, our other segments, and the market as a whole. In EMEA, Q3 retail sales declined 23% with mixed performance on a country-by-country basis. EMEA continued to be adversely impacted by macroeconomic conditions and geopolitical uncertainty, which has led to sluggish economic growth. From a motorcycle family perspective, Touring, CVOs, and Trike motorcycles performed strongest in the region. In Asia-Pacific, Q3 retails were down 16% with larger than expected softness in Japan, partially offset by growth in Australia and New Zealand. Lastly, in LATAM, Q3 retails were up 4%. Despite the challenging overall operating environment, given the outstanding feedback we received from our customers, media, and our network, we continue to be enthusiastic about our new lineup of touring motorcycles, the redesign in all-new Road Glide and Street Glide. We believe that our highly differentiated touring offering is well-placed to set the company up for future success in years to come in addition to our other plans in the motorcycle development lineup. Looking ahead, as Jonathan will detail, given the lower than expected retail demand in Q3, we are revising our full-year '24 outlook. In Q3, we continued to support the reduction of dealer inventory levels, reducing our production units as retail softened. At the end of the quarter, dealer inventory was down 13% relative to the end of Q2 of this year. We are committed to continue to reduce inventory levels and supporting dealer health, both in North America and in our international markets as we prepare for our new model year launch in '25 with a range of new exciting bikes by a strong marketing push in collaboration with our dealer network. Turning briefly to HDFS, with Harley-Davidson Financial Services, we believe that we have a best-in-class asset to support our dealers and our customers in both economically strong and more challenging times. With a strong performance for the quarter, driven by higher retail and commercial finance receivables, HDFS continued to be an invaluable asset for all of our stakeholders. With regards to LiveWire, as Karim will detail shortly, we continue to adjust to the overall end EV environment, increasing LiveWire's focus on driving cost efficiencies and productivity across the business. Overall, despite the challenges facing the industry that have also impacted our business in the second-half of the year-to-date, we've made progress towards our Hardwire 2 ambitions. We believe that in addition to our new Touring lineup that is by far the best product in the industry, we also have the right product in the pipeline in the coming years to drive profitable growth. We are committed to ensuring that our dealers receive that product at the right time and at the right price in addition to providing strong marketing and sales support, which we expect to drive profitability across the company and our network. We're working hard to set ourselves up for a solid '25 and are positive in our ability to make sound progress in the New Year. The combination of our best-in-class product and brand coupled with a best-in-class dealer network is a powerful pairing for success. However, we're mindful of the external factors including interest rate reductions and improved consumer confidence that are required to provide the industry with a needed tailwind. Both cost control and cost productivity gains combined with tight capital allocation are front of mind as we close out the year. We believe we have the right strategy with the Hardwire especially compared to others in the market and that the decisions we made to invest in innovation and our core categories that we know our customers and dealers love were the right ones to both view the Harley-Davidson culture and business for years to come. Thank you. And now I'll hand over to Karim.

Thanks, Jochen. Good morning, everyone. In Q3, the market proved to be challenging for EV products with slower than anticipated adoption amidst global political and economic uncertainty. In this context, year-to-date, LiveWire retained more on-road electric motorcycles in the U.S. than any other brand in the market. Within the 50+ HP onboard EV segment, LiveWire continued its leadership position in the quarter and in 2024 with 69% of the market shares year-to-date. In Q3, LiveWire had several notable exposure events, including the Del Mar being awarded Best 2024 Electric Bike by MCN in September. In addition, this August in turn, we enjoyed a global moment for the S2 Del Mar, making LiveWire a household name. Despite retail outpacing wholesale for the third consecutive quarter, we still ended short of our expectation. As a result, we are revising our full-year guidance to 600 to 1,000 motorcycle units. Operating loss guidance remains unchanged for the full-year. Our focus is on right-sizing the business. Given the market environment, delivering the best EV products out there with a unique LiveWire look, sound, and feel, and preparing for future growth as the EV market expands. Looking ahead, we expect to diligently manage expenses and significantly improve our EV motorcycle product cost, reducing cash burn by an expected 40% next year compared to 2024. Actions have already been taken this year in anticipation of 2025, with the completed centralization of our lab operations in Milwaukee and the move to Juneau Avenue. We've also streamlined our organization, leading to an approximately 30% headcount reduction heading into 2025 compared to the start of 2024. Recognizing that the performance of our existing product offering is directed to enthusiasts, LiveWire is also actively looking at expanding its addressable market and increasing overall access to the EV experience. To that end, I'm pleased to confirm that we are planning to announce a new product segment at EICMA in November that we believe will bring additional revenue streams to the company in the medium term while meaningfully expanding our current addressable market. Stay tuned for more. Thank you. And now, I'll hand it over to Jon.

Thank you, Karim, and good morning to all. I plan to start on page four of the presentation where I will briefly summarize the consolidated financial results for the third quarter of 2024. Consolidated revenue in the third quarter was down 26%, driven by HDMC revenue down 32%, and partially offset by HDFS revenue growth of 10%. Consolidated operating income in the third quarter was $106 million, down 49% from the prior year period, driven by a decrease of $120 million at HDMC. At HDFS, operating income was up $17 million while the operating loss of the LiveWire segment was up by $1 million compared to a year ago. The consolidated operating margin in the third quarter was 9.2%, which compares to 13.5% in the prior year period where HDMC operating income margin was down 720 basis points year over year, and HDFS operating margin was improved by 410 basis points. I plan to go into further detail on each business segment's profit and loss drivers in the next section. Third quarter earnings per share was $0.91, which is down 34% from $1.38 last year. As we flip the page to our year-to-date results, total consolidated HDI revenue of $4.5 billion was down 6% compared to last year. The components of this were, at HDMC, revenue decreased by 9%. At HDFS, revenue increased by 11%, and at LiveWire, revenue declined by 30%. Total consolidated HDI operating income was $610 million, which was $190 million lower than the prior year. The components of this were, at HDMC, operating income of $491 million was 30% lower than prior year, reflecting an operating margin of 13.3% in the year-to-date period. At HDFS, operating income of $202 million increased by 14% in the year-to-date period. And at LiveWire, an operating loss of $83 million was in line with our expectations. Year-to-date earnings per share was $4.27, down 8% and compares to $4.65 in the same period in 2023. As Jochen said in his introductory comments, in Q3, the global consumer has seemingly taken a pause from big-ticket consumer discretionary spend based on different dynamics in each region. As Jochen mentioned, dealer inventory at the end of Q3 is down by 13% relative to the end of Q2 of this year, as we focus on reducing inventory levels in the second-half of 2024, both domestically and internationally. We are prioritizing support for our dealers in their attempts to reduce their inventory for the remainder of 2024. We expect dealer inventory to be down around 20% from the end of Q3 2024 levels, so that dealers will come into 2025 with inventory at similar levels to the start of 2024. We look forward to a healthier 2025 environment where, as Jochen mentioned earlier, we are focused on improving profitability throughout the Harley-Davidson dealer network and partnering more heavily with our dealers to develop and grow our grassroots marketing activations. We continue to prioritize availability and inventory of Touring, Trike, Softail, and CVO motorcycles. We will talk further about our expectations for both retail and wholesale motorcycles for the balance of 2024 in just a few minutes. Looking at revenue, HDMC revenue decreased by 32% in Q3, this was largely a result of the 39% decrease in wholesale units shipped in Q3, where we shipped 27,500 motorcycles in Q3 of '24, versus shipping 45,300 motorcycles in Q3 of '23. Focusing on the key drivers for the quarter from a revenue contribution standpoint, 32 points of decline was as a result of decreased wholesale volume at HDMC, where motorcycle down 39% in the quarter were meaningfully lower than retail sales of motorcycles. One point of growth came from pricing, which includes the net impact of pricing actions on 2024 model year motorcycles and overall sales incentives. One point of decline came from mix, as we compare to the prior year introduction of all new CVO motorcycles, focus more on touring shipments in the first-half of the year, and we round out the rest of the motorcycle portfolio shipments in the second-half of the year. And finally, foreign exchange was largely flat in the third quarter. In Q3, HDMC gross margin was 30.1%, which compares to 31.7% in the prior year. The decrease of 160 basis points was driven by the negative impacts from lower volumes and negative operating leverage. There were some positives in the quarter, including favorable net pricing, favorable foreign exchange, including hedging, and lower raw material and supply chain management costs as we begin to accelerate our manufacturing and supply chain savings, which helped offset the 2% rate of inflation seen during the quarters. On the operating expense side, expenses were $27 million lower relative to prior year, or 11%, as we continue to maintain overall cost discipline and increase our efforts to manage OpEx productivity at HDMC. HDMC operating income was $55 million, which was $120 million lower than prior year due to the significant reduction in wholesales. HDMC operating margin came in at 6.3% in Q3, from 13.5% in the prior year. For the year-to-date period, HDMC growth margin was 31.3%, which compares to 34.2% in the prior. The decrease of 290 basis points was driven by the negative impacts from lower volumes, negative operating leverage, moderate inflation, and less favorable net pricing, which includes overall sales incentives. These impacts were partially offset by the positive impacts from favorable motorcycle mix and lower raw material costs and lower supply chain and manufacturing expenses, which I will discuss more deeply in comments regarding productivity. Lastly, in the first nine months, operating expenses were lower by $13 million, or 2%, as we maintained overall cost discipline due to actions that we began to take in the late Q2 of this year. HDMC operating income was $491 million, which was $214 million lower than prior year. HDMC operating margin was 13.3% through the first nine months, compared to 17.4% in the prior year period. Before we turn to the next slide, as I did in July, let me give a brief update on our productivity cost program. One of the initiatives identified as part of the Hardwire strategy, we are expecting to drive a $400 million improvement in productivity. As a reminder, we are now excluding the impact of leverage by holding our previously communicated multi-year target of $400 million. Excluding the impact of leverage, we delivered approximately $24 million in 2022 and $123 million in 2023. In 2024, we have delivered $84 million through Q3 of this year. Turning to slide 10 now, and the Financial Services segment, at Harley-Davidson Financial Services, Q3 revenue increased by $26 million, or 10%, driven by higher retail and commercial finance receivables, as well as higher average yields as the portfolio continues to reset over time with changes in Fed-based interest rates, which is currently driving higher interest income. HDFS operating income was $77 million, up $17 million, or up 29% compared to last year. The Q3 increase was driven by higher interest income and lower provision for credit losses, which were partially offset by increased borrowing costs, while operating expenses were largely flat. Total interest expense was up $10 million, or up 12% versus the prior year. The increase was driven by a higher cost of funds as lower interest rate debt matured and was replaced with current market rate debt. In Q3, HDFS's annualized retail credit loss ratio was 3.1%, which compares to an annualized retail credit loss ratio of 2.7% in Q3 of 2023. The increase in credit losses was driven by several factors relating to the current macroeconomic environment and the related customer and industry dynamics. In addition, the retail allowance for credit losses for the third quarter came in at 5.5%, virtually flat compared to 5.4% at both prior year-end and Q2 of 2024. This reflects our best estimate of the current and future retail lending environment. Total retail loan originations in Q3 were down 11%, while commercial financing activities were up 18% to $1.2 billion. Total quarter-end net financing receivables, including both retail loans and commercial financing, was $7.8 billion, which was up 2% versus prior year. Turning to slide 11 and to year-to-date results at HDFS, revenue increased by $74 million or 11%, HDFS operating income was $202 million, up $25 million or up 14% compared to last year. The year-to-date increase was driven by higher interest income, which more than offset higher borrowing costs, higher provision for credit losses, and higher operating expenses. For the LiveWire segment, electric motorcycles revenue increased in the third quarter of 2024 compared to the prior year period due to higher unit sales of EV motorcycles in the quarter. At STACYC, the electric balance bike business, revenue was down compared to the prior year, which we expected due to a reduction in third-party branded distributor volumes. Selling administrative and engineering expenses were down $2 million, or down 6% in Q3 compared to prior year. LiveWire operating loss of $26 million, $1 million more than a year ago was in line with our expectations as LiveWire continued to invest in new motorcycle models and also actioned initiatives to reduce the overall cost of sales for EV motorcycles. For the year-to-date results of the LiveWire segment, revenue was $16 million, down 30% from the prior year, as a result of lower revenue at STACYC. For the year-to-date period, LiveWire sold 374 electric motorcycles, which is a triple-digit increase over the prior year period. For the period, LiveWire operating loss was $83 million, which was in line with our expectations. Wrapping up with consolidated Harley-Davidson Inc. financial results, we delivered $931 million of operating cash flow in the first nine months of 2024, which was up from $707 million in the same period last year. The increase in operating cash flow was influenced by positive changes in working capital as we focus on tight inventory management, as well as a change in wholesale finance receivables. Total cash and cash equivalents ended at $2.2 billion, which was $366 million higher than at the end of Q3 prior year. This consolidated cash number includes $88 million at LiveWire. Additionally, as part of our capital allocation strategy and in line with our commitment to return capital to our shareholders, in Q3, we bought back four million shares of our stock at a cost of $150 million. This brings our total amount of shares bought back in the nine months of 2024 to 9.5 million shares of Harley-Davidson common stock at a total value of $350 million, which is 7% of shares outstanding at the beginning of 2024. This compares to 6.1 million shares at a cost of $226 million in the first nine months of 2023. Given the lower-than-expected retail demand we experienced in the first nine months of the year, which we expect to continue into Q4, we are revising our full-year 2024 outlook. At HDMC, we continue to expect that retail units sold and wholesale unit shipments will be broadly balanced by the end of 2024. And we now expect retail and wholesale to be in the range of 149,000 to 153,000 units, which is a change from 163,000 to 168,000 at Q2 earnings. We expect retail to be in the range of down 6% to 8% for the full-year, which is a change from flat-to-up 3% for the full-year. And we expect wholesale shipments to be in the range of down 16% to 17% for the full-year, which is a change from down 7% to 10% for the full-year. These lower revised top line inputs result in a change to our full-year HDMC revenue and HDMC operating income targets. We now expect revenue to be down in the range of 14% to 16% for the full-year, which is a change from down 5% to 9% for the full-year at Q2 earnings. We now expect operating income margin to come in-between 7.5% and 8.5% for the full-year, which is a change from 10.6% to 11.6% range for the full-year that we had previously guided to. The downward revision is due to production and wholesale reductions and the resulting impact of leverage. We believe these reductions position the company more appropriately for 2025. At HDFS, guidance for the full-year of 2024 is revised upward, where we now expect operating income to be up 5% to 10% for the full-year, which is a change from flat-to-up 5% for the full-year at Q2 earnings. At LiveWire, the guidance for full-year 2024 is revised. We now expect to deliver between 600 and 1,000 electric motorcycle units, while operating loss in the range of $105 million to $115 million is unchanged. And we continue to expect capital investment in the range of $225 million to $250 million, which is unchanged. As a reminder, our capital allocation priorities remain to fund the profitable growth of the Hardwire initiatives, which includes the capital expenditures, paying dividends, and continuing to execute discretionary share repurchases as outlined in the previous quarter. We feel this highlights our operating discipline overall cash flow generation, and the long-term earnings power, and is supported by our continued commitment to deliver a 15% HDMC operating income margin by the end of 2025. And with that, we will open it up to Q&A.

Thank you. Your first question comes from Craig Kennison with Baird. Please go ahead.

Hey, good morning. Thanks for taking my question. Jochen, I'm wondering if you could share any themes that may have come up through your recent dealer conversations, and what your message is to dealers, it feels like that has changed a little bit?

Yes, thanks, Craig. Obviously, and understandably, dealer profitability is front of mind. And as you've seen this week, it's a tough time for the industry as much as it is for any discretionary business, whether that you are in the marine business, hobby business, or motorcycles. We held, as we mentioned, our annual dealer forum, in October, and there was a really good barometer and opportunity to engage with our dealers, obviously to the many interactions that we have throughout the year with our leadership team. And at the forum, we presented the way in which we as a motor company are going to support the network in '25, and I think the outcome is probably what our dealers came away feeling good about what is in store for us. And overwhelmingly rated the outcomes and the success of the forum with almost 75% rating, it is very good to exceptional. That's a good indication of a strong network given the very difficult environment that we're in with dealer profitability, obviously, at a level that we don't want to see going forward. So, the measures we delivered a new product, a lineup for next year, and in particular the marketing investments that we're going to make, in addition to other internal measures that we will take to ensure a healthy dealer network.

Our next question comes from Megan Alexander with Morgan Stanley.

Hi, good morning. Thanks for taking my question. Wanted to ask a couple of questions, if that's okay, on retail, that the down 13% in 3Q, obviously, I think there was some well-telegraphed noise particularly perhaps, in August, I think you talked about maybe July off to an okay start last quarter. So, first, can you just talk about maybe the trend of retail over the third quarter, how you exited the third quarter, and then how that informed your outlook for 4Q? Obviously, a wide range for the fourth quarter seems to be implied, but looks relatively similar, I guess, to what you reported in 3Q. So, maybe if you can just help us understand the puts and takes around that?

So, Megan, Q3 started out with a strong July, and we ended weaker than expected, especially in late September, which we think is pretty much in line with what we've heard from most players in power sports, the competitors and the industries as a whole, and not just U.S., but across the globe. So, we believe and we assume that the greater macro and geopolitical uncertainty expected with changes in interest rates, especially in North America and EMEA, as well as the upcoming U.S. Elections, some weather events that are impacting the U.S.

Our next question comes from James Hardiman with Citi.

Hey, good morning, and thanks for taking my question. So, it sounds like the general outlook here for '24 assumes retail in line with wholesale. I guess in light of the retail weakness, why do you think that's still the right target at this point? And I guess the bigger question is, as we think about 2025, what's your level of confidence that you won't have to destock even more as we look to next year?

Sure, hi James, this is Jonathan. I'm happy to start and address this. It seems your questions primarily focus on dealer inventory and its relationship to retail. Dealer inventory at the end of Q3 has decreased by about 13% compared to the end of Q2. We will continue to work on reducing dealer inventory levels in the final quarter of '24. Regarding your inquiry about our goals, we're aiming for an additional reduction of about 20% from current levels, bringing us in line with levels from the end of last year. We are prioritizing the availability and inventory of Touring, Trike, Softail, and CVO motorcycles. Our core categories are crucial to our strategy and the growth we've seen within the industry. We want to ensure our dealers are positioned to continue this momentum. Additionally, we are committed to aligning retail and wholesale by the end of the year, which has been a focus since the beginning of the year as part of our 2024 guidance. I hope that provides some clarity.

I’m not sure if I have time for a follow-up, but my question is why is that the right level of flat inventories for a year when retail is expected to decline in the mid-single digits? Typically, in that kind of environment, we would expect inventories to decrease further compared to the start of the year to maintain flat inventory turns. Does this create an additional potential overhang as we consider reductions for next year?

Yes, thanks. I don't know if you can hear me better. I seem to have had some issues with the line here. We don't think so. And we believe that we will be, although we have seen a weaker third quarter, we believe that the adjustments we are making this year and the shipments that we are planning in the four quarters of next year will address that in the right way. So, we feel confident that this is the right thing to do and pretty significant adjustment throughout the year.

Our next question comes from Joseph Altobello with Raymond James.

Thanks. Hey, good morning. Just to follow up on James' question. So, if I have my math right, you ended 2023 with 49,000 bikes in the channel and you're anticipating retail this year of 163,000 to 178,000 bikes. Now you're saying you're going to end this year at 49,000 bikes in the channel flat year-over-year, and I can't imagine you're anticipating that same retail level next year. So, how do we square those two numbers?

All right. Thanks, Joe. So, we probably don't want to get too much into 2025 at this point. So, I don't think we certainly feel like this probably isn't the right time to be giving full '25 guidance on where we're going. But overall, as we think about what we've laid out and where we're going, we obviously expect that we're going to be in the range of 150,000 to 153,000 retail units and the same from an overall wholesale unit perspective, so moving those two in alignment. And we think positioning our dealers pretty well for where we're ending the year and then where we're beginning Q1 of '25. And again, we don't want to get too far into 2025, but as we do move into that period, you probably will see some adjustments in terms of the way that we end up distributing throughout the quarters in 2025 that we'll make sure that we are covering in more detail with next quarter's earnings.

Okay. That's helpful. Maybe just a follow-up, you mentioned the cadence of retail in the quarter, any pickup in October post the Fed's rate cut really?

Yes. Well, as we said previously, we are going to be prudent. And as an overall best practice, I'm not going to comment on the running quarter in that case on October retail until we release Q3 and we will continue with this practice in the future. Just coming back to your inventory question, I think what you should bear in mind is that the big change in Touring, obviously is not going to happen again. We have fantastic Touring bikes in the market and we'll carry them over into the New Year. So, bear that in mind in terms of the quality of the inventory that we're carrying over rather than having an old platform that gets carried into the New Year we have the new platform carrying into the New Year. So, the quality of the Touring inventory is a lot better than it was last year, so as a qualifying factor as well to bear in mind.

Our next question comes from Robin Farley with UBS.

Thank you. I have a similar question regarding your inventory levels. What are your expectations for improvement in retail next year? Additionally, on the LiveWire business, I understand it’s a tough market for electric vehicle sales. Can you share your long-term commitment to this business? If it doesn't meet your expectations again this year, how will it affect your multi-year plan? Specifically, at what point would you reconsider the timeline for profitability and how long would you be willing to accept further losses? I'm trying to gauge if you’re prepared for losses similar to this year's, and for how long that might continue. Thank you.

Thank you, Robin. Regarding our expectations for 2025, I can't add much more except to emphasize that we are working diligently to position ourselves for a strong year. We are optimistic about making significant progress in the coming year. This can be seen as a cautious optimism. We believe our top-notch products combined with a strong dealer network create a powerful opportunity for success. However, we must remain aware that external factors, such as interest rate decreases and improved consumer confidence, are essential to provide the industry with the support it has lacked over the past couple of years. Our focus remains on maintaining cost control and achieving productivity gains, with a goal of $400 million in total savings alongside careful capital allocation. We are confident that our strategy is sound, particularly compared to our competitors, and the decisions made in 2020 and 2021 to invest in innovation and our core categories have proven wise. That's the extent of what I can share for 2025. As for LiveWire, significant actions have been taken under Karim's leadership to substantially reduce our cash burn as we head into next year, with a 40% reduction planned. Operating costs are decreasing, and the team is intensely focused on improving margins and manufacturing costs to lower the number of units needed for breakeven or positive gross profit margins. We believe that it is crucial to continue investing in a prudent manner, especially considering the current state of electric vehicle adoption, which is quite different from when we began this venture. Our aim is to establish LiveWire as a leader in the electrification of sports, ensuring Harley-Davidson has access to this technology when the time is right. We take it one year at a time and assess how the business evolves, and these are the measures we are currently implementing.

Okay, great. Thank you.

Our next question comes from Fred Wightman with Wolfe Research.

Good morning, everyone. Jonathan, you mentioned the 15% operating margin target for 2025. Could you help us understand the key components of this year's operating margin performance? I know there has been some impact from lower volumes, but it would be helpful to break down the main factors needed to reach that mid-teens target. Thank you.

Okay, sounds good, and good morning, Fred. So, I think good question around 15% OI margin. We've talked about that by the end of 2025. So, think sort of full-year 2026. We are pretty pleased with the actions that we're taking and the way that we're managing things inside of the four walls of Harley and how that really drives some improvement. This year certainly is unusual in terms of how much we're taking down shipments in the second-half of the year. We also have some, I think we've talked about this a little bit, probably more this year than we ever thought that we would in terms of some of the differences between production and wholesale. And so, as we move forward into 2025 and 2026, we begin to line up the relationship between production, wholesale, and retail. So, with that, you obviously see some of the benefits that we enjoy from a leverage standpoint. So, there's a pretty meaningful impact from that standpoint. Cost productivity for us is something that we feel really drives a pretty significant amount of improvement. So, you obviously have our commitment to $400 million of cost productivity. And as you may recall from earlier in this year, we actually removed leverage from that calculation. So, that's like a real $400 million, not something that's dependent upon units. So, you stack those two in order to see improvement. And then, in addition, as we have portfolio changes and product changes and tweaks, there are some things that we think we can do pretty surgically from a pricing standpoint, so that helps. And then, the other piece that I would just touch on is, we have pretty strong operating discipline around OpEx, and you actually see that really show up in this quarter. So, with some of the actions that we took last quarter, you end up kind of hitting the P&L in a positive way within this quarter. You see OpEx down $27 million, for example, in Q3, so down 11% due to the actions that we took. So, I think if you look across the P&L, there are a number of contributing factors that give us confidence in that 15% OI margin target.

Okay, thanks. And then, there were a couple mentions about dealer support. I'm wondering, when you say that, are you just talking about the cut to shipments helping dealers out, or is there actually a different mechanism for that?

Well, there are many measures that we have taken to set our dealers up for a successful '25. And in my speech, I mentioned the significant marketing investment as a marketing development fund that will benefit the dealers on the ground as they execute in '25. And there are many other initiatives that we have presented to our network including retail targets for next year that are achievable from our perspective, adjustments to how we digitally drive more traffic and leads to our network, how we see the evolution of our fuel facility upgrades evolving over the next couple of years. So, there was a number of activities that are not just based around inventory reduction, which of course is critical as well, especially going into next year. We feel that with rates coming down and all the other activities that we've announced, the dealer network should be able to see a strong improvement in overall profitability in '25, in addition, of course, to the product that we've launched at the same time as well.

Our next question comes from Alex Perry with Bank of America.

Hi, thanks for taking my questions here. I just wanted to ask how we should be thinking about HDMC gross margins in the fourth quarter. Will you be leveraging promos, work down dealer inventory, and then a little bit of the follow-up from the last quarter. Any help on sort of how we should be thinking about gross margins for next year, especially given some of the production shifts that you've announced and taking some increased costs out of the business? Thanks.

Let me start briefly on promos. Right now, we are offering select promotional support, mainly, however, in the way of interest rate assistance in a manner that we believe is in line with the market. In our core markets, however, we are less promotional than our competition, where our competitors are offering promotions that are more aggressive. But that said, we want to make sure that we achieve our retail targets for the fourth quarter. And Jonathan can highlight some of the problems we're having in market right now.

Yes, okay. Thanks, Jochen, and good morning, Alex, as you think about Q4, a couple of pieces, as you ask the question around margin and what does margin look like in Q4, we have a pretty sizable reduction in the wholesale shipments. So, obviously, we've provided you with where we think retail and wholesale are going to range. And you can see from that that it's a pretty sizable cut in shipments. So, Q4 margin will certainly be quite challenged. As we go through and we take a look at answering the question around promos, as we go through and we take a look at promos, what we have seen is that from a consumer perspective, we feel like our consumers are more responsive to rate promos than anything else. A number of our competitors have rate promos and cash out there. We've been pretty thoughtful in terms of really being focused in on primarily rate promos, particularly if you look at what we have from a current model year standpoint. So, we'll continue with some form of that perhaps as we look at the balance of the year to make sure that we are, again, supporting our dealers in retail. We feel like it's critical to ensure that we're giving them campaigns that allow them to drive consumer traffic, help close sales, and kind of deliver something that's fair to our consumers and good for our dealers. And so, I think you'll see a continuation of much of what we've been doing.

Our next question comes from Noah Zatzkin with KeyBanc.

Hi, thanks for taking my question. I guess first, just on LiveWire, not to put too fine a point on it, but I think you made a comment that you're kind of working to stem cash burn by 40% next year. Is it fair to assume that, that translates directly to operating expenses, meaning just trying to figure out if there's a potential for $40 million to $50 million kind of less loss from LiveWire next year?

Sure. I can start and then Karim can add to that. Karim is very focused on managing the LiveWire business closely. There is a difference between the cash perspective and the operating income, as there are factors like depreciation and certain compensation-related elements involved. Karim, I'll let you elaborate on that. However, the important point is that cash burn is just one aspect of their profit and loss statement. Additionally, there are depreciation costs and compensation-related factors to consider. Karim?

Yes, thanks, Noah. So, as Jonathan explained, yes, the cash burn obviously has a direct impact in the operating loss performance for next year, so we do expect a significant reduction in operating loss as well next year. Having said this, we've taken most of the actions already to be set up for a significant reduction next year. We've relocated entirely the lab from California to Milwaukee. We don't have anything left in California at this point, which obviously was a fairly expensive place to operate from. And we've reduced our overall workforce by 30% compared to the beginning of the year. Everything is done now. We've streamlined our organization in a way that we still keep a key focus on innovation and make sure that we can continue working on introducing products that are fit for market. One of them will be announced in 10 days at EICMA, and again, we believe that those products will significantly extend the horizons for LiveWire. So, we recognize the tough EV environment we're under right now, but it is not true for all segments. And if you look at different type of EV segments, they are actually a focus of good traction in EV markets, especially in Europe. So, more to come on this one, but the overall LiveWire business right now is already set up for '25 to have a very significant reduction in cash burn and operating loss compared to the 2024 performance.

Thank you. If I could just squeeze maybe one more in on HDFS, I guess first, how you feeling about the health of the book? And then obviously, nice performance this quarter, how are you thinking about kind of the interplay between expected rate cuts and the ability to drive growth there next year? Thanks.

Great question, Noah. So, we'll start with this year and then move into a quick question on next year. So, as we look at what we're seeing from a 2024 perspective, consumer certainly is a little bit stressed. The HDFS team is doing a wonderful job of managing losses, managing the consumer, and ensuring that they stay sort of on track, which I think you see with a fairly limited change in our reserve. We were virtually flat in reserve versus prior quarter and prior year. So, the outlook, I think, from a consumer health standpoint is pretty good. That's what allows us to increase our outlook on the HDFS business for the year. As we move into 2025, as we've talked about, we're probably not ready to guide in detail on 2025 yet, but we are in an interesting place where I think we'll probably see, we're actually working through budget and things of that nature, so speaking a little off the cuff, but we're in a place where I think we will end up seeing a little bit of the debt portfolio resetting before we have an equivalent reset in the retail portfolio. So, things have moved in a really nice direction for 2024. I think we get a little bit of a challenging 2025 in front of us before we move forward into subsequent years, but more to come on that front. But I don't expect that 2025 for HDFS will look as strong as 2024.

Our next question comes from David MacGregor with Longbow Research.

Good morning. Thanks for taking the questions. I guess, pretty disruptive quarter from a weather standpoint. What do you think that did to your retail numbers? Is there any way to parse out how much that down 13 might have been attributable to just disruptive weather? And then, secondly, I would just love to get your sense, and I realize it's still a little bit early to be talking about 2025, but how are you thinking about motor company market share in 2025? Thanks.

David, weather has certainly led to a tougher retail environment, especially towards the end of September. That's when also Helene hit on the East Coast and we saw some impact, significant impact towards the end with dealers then having to close their dealership to prepare and not being able to open immediately thereafter. So, that certainly has been an impact in the U.S., not so much internationally, but certainly in the U.S.

And then, the market share, '25?

Well we're not going to really comment much more on '25 at this point in time. We feel we have a strong product lineup for next year in touring to continue. Our CVO segment, as I mentioned earlier, has been doing particularly strong. We've seen double-digit growth throughout the quarters in our strong CVO touring offering, including a CVO that we've offered in the venture touring market. We have a good lineup for next year, but beyond that, I think we'll have to wait until February before we can give some indication. We certainly believe that we are well positioned to defend market share, maybe gain in some segments, but we shall see. Of course, that's also impacted by the overall environment. As you've seen, we've taken market share in touring and have been most quarters up and outperformed the industry significantly in that segment, which is a great indication of innovation as part of our Hardwire strategy, really having a positive effect, even in tough times. So, we continue to be confident that other innovations that we have in the pipeline, but '25 will have a similar positive effect going forward in addition to additional actions that we are taking together with our dealer network to make sure that they're ready for it and we generate leads and traffic to the dealer network.

Our next question comes from Tristan Thomas-Martin with BMO Capital Markets.

Hey, good morning. I have a question about your broader product portfolio. Like you pointed out, you got a lot of success with the updated touring. I was just wondering, given some of the headwinds for the big ticket items, just kind of general consumer affordability concerns. Is there any thoughts maybe revisiting some more affordable bikes?

Yes. We're not going to talk about pricing of our entry-level product next year, but rest assured we are addressing that in particular with our RevMax products going into 2025, but with that said, we need to wait until the New Year, until the price lists are out.

Our final question comes from Jaime Katz with Morningstar.

Hi. Thank you for taking my questions. Good morning. I'm hoping you can clarify your market share comments. I believe you had said that you gained 4% market share. But when you look on slide six in your deck, it looks like both year over year and sequentially, the market share in total touring, cruiser has not increased 4%. So, what exactly have you gained the market share in?

We have gained market share mainly in the touring segment, which was the focus of our new product lineup this year. Throughout each quarter, we have significantly outperformed the industry in terms of market share. Additionally, our retail sales declined less than the overall industry. In the broader context, we have slightly improved our market share, taking all segments into account. However, from a touring perspective, we have performed significantly better than the market in every quarter.

Okay. Yes, I understand that. It's just on the slides, it doesn't indicate that. It just indicates 73% market share this quarter.

That's correct.

And 73% last quarter.

Yes.

The other question I have is about reassessing the structural operating profile of the business. It's been quite a while since there's been a significant change. However, the level of shipments is clearly quite different compared to what it might have been a decade ago. What kind of signal would you look for to determine whether your capacity, labor utilization, or manufacturing footprint should be reconsidered at a much higher level? Thank you.

Well, rest assured that we are looking at that constantly. And as we're in the process of putting our budget together, this is a key consideration of course. Which is why we've emphasized so much that OpEx and cost productivity are key drivers. And we're going to make sure that we are basing those operations on a conservative outlook going forward. So, that will be the case. We have made adjustments to our OpEx base already over the last 18 months. And we will continue to do so with an anticipated market environment that has certainly been challenged this year, no question about it. That said, I think what we have in our plans for next year is realistic, conservative. And that makes us feel confident. As Jonathan highlighted, that with the cost productivity measures that we are taking and a tight OpEx structure going into next year, we will see the improvement that we want to see in order to achieve our Hardwire Stage II goals in terms of operating margin.

Thank you.

Yes, and Jamie, I would just add that obviously we remain very, very committed to delivering the $400 million in cost productivity. And that certainly doesn't come without a great deal of work on the side of things relative to ensuring that we have everything optimized from a manufacturing perspective. So, we appreciate the relationship that we have with our unions. We think that they have displayed a level of flexibility and support that we certainly are appreciative of. And I think together we have partnered to drive something that we feel is very sustainable in the future. And again, you have our strong commitment to delivering the $400 million that we have been talking about.

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