FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-10793
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Harley-Davidson, Inc.
Retirement Savings Plan for Milwaukee
and Tomahawk Hourly Bargaining Unit Employees
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. The Harley-Davidson, Inc. Retirement Savings Plan for
Milwaukee and Tomahawk Hourly Bargaining Unit Employees (the
"Plan") is subject to the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Attached
hereto is a copy of the most recent financial statements and
schedules of the Plan prepared in accordance with the financial
reporting requirements of ERISA.
Exhibits
24. Consent of Independent Auditors
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Harley-Davidson, Inc.
Retirement Savings Plan for
Milwaukee and Tomahawk Hourly
Bargaining Unit Employees
Date: June 27, 1994 By: /S/ James M. Brostowitz
James M. Brostowitz
Administrative Committee Member
<PAGE>
CONTENTS
Harley-Davidson, Inc. Retirement Savings Plan for Milwaukee and
Tomahawk Hourly Bargaining Unit Employees
Page
Report of independent auditors 5
Financial statements
Statements of net assets available for plan benefits 6-7
Statements of changes in net assets available for plan
benefits 8-9
Notes to financial statements 10-15
Supplemental schedules Schedules
Assets held for investment 1
Transactions or series of transactions in excess of
5 percent of current value of plan assets 2
A schedule of party-in-interest transactions has not been
presented because there were no party-in-interest transactions
that are prohibited by ERISA Section 406 and for which there
is no statutory or administrative exemption.
Report of Independent Auditors
Plan Administrative Committee
Harley-Davidson, Inc. Retirement Savings
Plan for Milwaukee and Tomahawk Hourly
Bargaining Unit Employees
We have audited the accompanying statements of net assets
available for plan benefits of Harley-Davidson, Inc. Retirement
Savings Plan for Milwaukee and Tomahawk Hourly Bargaining Unit
Employees (the Plan) as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1993 and
1992, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
accompanying supplemental schedules of assets held for
investment as of December 31, 1993 and transactions or series of
transactions in excess of five percent of the current value of
plan assets for the year then ended, are presented for purposes
of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required
part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied
in our audit of the 1993 financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the 1993 basic financial statements taken as a whole.
ERSNT & YOUNG
Milwaukee, Wisconsin
April 25, 1994
HARLEY-DAVIDSON, INC.
RETIREMENT SAVINGS PLAN FOR MILWAUKEE AND
TOMAHAWK HOURLY BARGAINING UNIT EMPLOYEES
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31, 1993
<TABLE>
Harley-
Davidson, Fidelity
Strong Inc. Fidelity Blue Chip
Investment Participant Insurance Common Balanced Growth
ASSET Total Fund Income Fund Loan Fund Account Stock Fund Fund Fund
------- ---------- ----------- ----------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
Investments in securities of
unaffiliated issuers,
at fair value:
Mutual Fund
- Fidelity Balanced Fund $ 1,042,742 $ - $ - $ - $ - $ - $1,042,742 $ -
Mutual Fund
- Fidelity Blue Chip Growth Fund 1,388,831 - - - - - - 1,388,831
Mutual fund
- Strong Investment Fund, Inc. 1,263,247 1,263,247 - - - - - -
Bank common trust fund - Marshall
Money Market Fund 136,395 9,802 87,400 - - 13,842 11,674 13,677
----------- ---------- ---------- ----------- ------- ---------- ---------- ----------
3,831,215 1,273,049 87,400 - - 13,842 1,054,416 1,402,508
Investments in securities of
affiliated issuer, at fair
value - common stock of
Harley-Davidson, Inc. 1,754,718 - - - - 1,754,718 - -
Investments other than securities:
Insurance company group annuity
contracts, at contract
value (Note D) 9,334,956 - 9,334,956 - - - - -
Life insurance policies, at cash
surrender value (Note E) 167,833 - - - 167,833 - - -
Notes receivable from participants 1,021,617 - - 1,021,617 - - - -
----------- ---------- ---------- ---------- -------- ---------- ---------- ----------
10,524,406 - 9,334,956 1,021,617 167,833 - - -
----------- ---------- ---------- ---------- -------- ---------- ---------- ----------
Total investments 16,110,339 1,273,049 9,422,356 1,021,617 167,833 1,768,560 1,054,416 1,402,508
Interest receivable 236 15 141 - - 43 17 20
Cash 336 - - 336 - - - -
Other assets - Participant
contributions receivable 100,705 7,938 53,006 - - 11,847 11,481 16,433
----------- ---------- ---------- ---------- -------- ---------- ---------- ----------
Net assets available for plan
benefits $16,211,616 $1,281,002 $9,475,503 $1,021,953 $167,833 $1,780,450 $1,065,914 $1,418,961
=========== ========== ========== ========== ======== ========== ========== ==========
</TABLE>
HARLEY-DAVIDSON, INC.
RETIREMENT SAVINGS PLAN FOR MILWAUKEE AND
TOMAHAWK HOURLY BARGAINING UNIT EMPLOYEES
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31, 1992
<TABLE>
Harley-
Davidson, Fidelity
Strong Inc. Fidelity Blue Chip
Investment Participant Insurance Common Balanced Growth
ASSETS Total Fund Income Fund Loan Fund Account Stock Fund Fund Fund
--------- ---------- ----------- ----------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
Investments in securities of
unaffiliated issuers, at fair value:
Mutual Fund - Fidelity Balanced Fund $ 343,077 $ - $ - $ - $ - $ - $343,077 $ -
Mutual Fund - Fidelity Blue Chip
Growth Fund 535,575 - - - - - - 535,575
Mutual fund - Strong Investment
Fund, Inc. 978,430 978,430 - - - - - -
Bank common trust fund - Marshall
Money Market Fund 138,306 13,949 111,968 - - 11,829 560 -
----------- --------- --------- --------- --------- ---------- -------- --------
1,995,388 992,379 111,968 - - 11,829 343,637 535,575
Investments in securities of
affiliated issuer at fair
value - common stock of
Harley-Davidson, Inc. 1,044,319 - - - - 1,044,319 - -
Investments other than securities:
Insurance company group annuity
contracts at contract value (Note D) 3,866,829 - 3,866,829 - - - - -
Insurance company participating
accumulation fund, at contract
value (Note D) 4,414,319 - 4,414,319 - - - - -
Life insurance policies, at cash
surrender value (Note E) 150,445 - - - 150,445 - - -
Notes receivable from participants 902,319 - - 902,319 - - - -
----------- ---------- ---------- -------- -------- ---------- -------- --------
9,333,912 - 8,281,148 902,319 150,445 - - -
----------- ---------- ---------- -------- -------- ---------- -------- --------
Total investments 12,373,619 992,379 8,393,116 902,319 150,445 1,056,148 343,637 535,575
Interest receivable 299 24 192 - - 50 14 19
Cash 235 - - 235 - - -
Other assets:
Participant contributions receivable 89,520 7,599 63,307 - - 6,926 4,937 6,751
Due from broker for securities sold 2,201 2,201 - - - - - -
----------- ---------- ---------- -------- -------- ---------- -------- --------
92,255 9,824 63,499 235 - 6,976 4,951 6,770
----------- ---------- ---------- -------- -------- ---------- -------- --------
Total assets 12,465,874 1,002,203 8,456,615 902,554 150,445 1,063,124 348,588 542,345
LIABILITY
Due to broker for securities purchased (6,436) - - - - (6,436) - -
----------- ---------- ---------- -------- -------- ---------- -------- --------
Net assets available for plan benefits $12,459,438 $1,002,203 $8,456,615 $902,554 $150,445 $1,056,688 $348,588 $542,345
=========== ========== ========== ======== ======== ========== ======== ========
</TABLE>
HARLEY-DAVIDSON, INC.
RETIREMENT SAVINGS PLAN FOR MILWAUKEE AND
TOMAHAWK HOURLY BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1993
<TABLE>
Harley-
Davidson,
Strong Inc. Fidelity Fidelity
Investment Participant Insurance Common Balanced Blue Chip
ADDITIONS Total Fund Income Fund Loan Fund Account Stock Fund Fund Growth Fund
------- ---------- ----------- ----------- --------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation
in fair value of investments
(Note C) $ 621,159 $ 97,100 $ - $ - $ - $ 264,881 $ 64,211 $ 194,967
Interest and dividend income 663,283 45,706 507,662 73,111 - 5,341 30,842 621
----------- ---------- ---------- --------- --------- ---------- ---------- ----------
Net investment income 1,284,442 142,806 507,662 73,111 - 270,222 95,053 195,588
Proceeds from insurance
policies 44,242 - - - 44,242 - -
Participant contributions 2,948,130 246,591 1,825,174 - - 316,412 240,009 319,944
----------- ---------- ---------- ---------- -------- ---------- ---------- ----------
Subtotal 4,276,814 389,397 2,332,836 73,111 44,242 586,634 335,062 515,532
DEDUCTIONS
Benefit payments and withdrawals (509,155) (5,068) (370,082) (31,423) (36,764) (48,136) (4,499) (13,183)
Life insurance expense, less
increase in cash surrender
value (15,481) - - - (15,481) - -
Net transfers in (out) - (105,530) (943,866) 77,711 25,391 185,264 386,763 374,267
----------- ---------- ---------- ---------- -------- ---------- ---------- ----------
Subtotal (524,636) (110,598) (1,313,948) 46,288 (26,854) 137,128 382,264 361,084
----------- ---------- ---------- ---------- -------- ---------- ---------- ----------
Increase in net assets available
for plan benefits 3,752,178 278,799 1,018,888 119,399 17,388 723,762 717,326 876,616
Net assets available for plan
benefits:
Beginning of year 12,459,438 1,002,203 8,456,615 902,554 150,445 1,056,688 348,588 542,345
----------- ---------- ---------- ---------- -------- ---------- ---------- ----------
End of year $16,211,616 $1,281,002 $9,475,503 $1,021,953 $167,833 $1,780,450 $1,065,914 $1,418,961
=========== ========== ========== ========== ======== ========== ========== ==========
</TABLE>
HARLEY-DAVIDSON, INC.
RETIREMENT SAVINGS PLAN FOR MILWAUKEE AND
TOMAHAWK HOURLY BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Year Ended December 31, 1992
<TABLE>
Harley-
Davidson, Fidelity
Strong Inc. Fidelity Blue Chip
Investment Participant Insurance Common Balanced Growth
ADDITIONS Total Fund Income Fund Loan Fund Account Stock Fund Fund Fund
------- ---------- ----------- ----------- --------- ------------ --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation(depreciation)
in fair value of investments
(Note C) $ 363,892 $ (58,953) $ - $ - $ - $ 378,389 $ 5,193 $ 39,263
Interest and dividend income 714,108 89,277 540,505 67,665 - 493 12,900 3,268
----------- ---------- ---------- -------- -------- ---------- -------- --------
Net investment income 1,078,000 30,324 540,505 67,665 - 378,882 18,093 42,531
Proceeds from insurance
policies 15,041 - - - 15,041 - - -
Participant contributions 2,513,364 232,654 1,830,846 - - 159,802 109,256 180,806
----------- ---------- ---------- -------- -------- ---------- -------- --------
Subtotal 3,606,405 262,978 2,371,351 67,665 15,041 538,684 127,349 223,337
DEDUCTIONS
Benefit payments and
withdrawals (335,403) (42,395) (261,782) (7,029) (14,175) 6,018 (15,509) (531)
Life insurance expense,
less increase in cash
surrender value (10,547) - - (10,547) - - -
Net transfers in (out) - (183,630) (785,574) 198,081 34,921 179,915 236,748 319,539
----------- ---------- ---------- -------- -------- ---------- -------- --------
Subtotal (345,950) (226,025) (1,047,356) 191,052 10,199 185,933 221,239 319,008
----------- ---------- ---------- -------- -------- ---------- -------- --------
Increase in net assets
available for plan
benefits 3,260,455 36,953 1,323,995 258,717 25,240 724,617 348,588 542,345
Net assets available
for plan benefits:
Beginning of year 9,198,983 965,250 7,132,620 643,837 125,205 332,071 - -
----------- ---------- ---------- -------- -------- ---------- -------- --------
End of year $12,459,438 $1,002,203 $8,456,615 $902,554 $150,445 $1,056,688 $348,588 $542,345
=========== ========== ========== ======== ======== ========== ======== ========
</TABLE>
HARLEY-DAVIDSON, INC.
RETIREMENT SAVINGS PLAN FOR MILWAUKEE AND
TOMAHAWK HOURLY BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
December 31, 1993
Note A - Description of the Plan
The following brief description of the Harley-Davidson, Inc.
Retirement Savings Plan for Milwaukee and Tomahawk Hourly
Bargaining Unit Employees (the Plan) is provided for general
information purposes only. Participants should refer to the
Plan agreement for more complete information. The Plan was
previously named the Harley-Davidson, Inc. Thrift Incentive Plan
for Milwaukee and Tomahawk Hourly Bargaining Unit Employees.
General - The Plan is a defined contribution plan that covers
hourly employees of Harley-Davidson, Inc.'s (the Company)
Milwaukee and Tomahawk plants subject to a union bargaining
agreement and meeting minimum eligibility requirements. It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions - Participants have the right to make
contributions of not less than 1% or more than 20% of their base
compensation (as defined in the Plan); limited to $8,994
(indexed for future inflation) annually. Participants have the
option of investing their contributions in one or a combination
of several different investment funds. Such voluntary
contributions are nonforfeitable, accounted for in a separate
Voluntary Contribution Account for each participant in the
various funds, and can be withdrawn as provided in the Plan.
The Company may make discretionary matching contributions;
however, no such contributions were made during 1993 or 1992.
Participant contributions below the statutory limit are made
with tax-deferred dollars under Section 401(k) of the Internal
Revenue Code (Code). These contributions are excluded from the
participant's current wages for federal income tax purposes. No
federal income tax is paid for the tax-deferred contributions,
earnings thereon or Company contributions, if any, until the
participant withdraws them from the Plan.
Participants' accounts - A separate account is maintained for
each applicable fund for each participant. The account balances are
adjusted on a monthly basis for participants' contributions, net
investment income, Company contributions, and distributions of
participants' benefits or withdrawals.
Note A - Description of the Plan-(continued)
Vesting - Participants are currently 100% vested in their
accounts.
Payment of benefits - Benefit and withdrawal payments consist of
the following:
(1) Upon retirement, death, disability, or termination of
employment, the balance in a participant's separate account is
paid to the participant or beneficiary in a lump sum.
(2) A participant may withdraw at any time all or any portion of
the vested balance of his separate account that does not pertain
to contributions made under provisions of Internal Revenue Code
(Code) Section 401(k).
(3) A participant may not withdraw prior to retirement, death,
disability, or termination of employment any portion of his
separate account pertaining to contributions made under
provisions of Section 401(k) of the Code, except for financial
hardships, as defined in the Code, or after the participant
attains age 59-1/2.
Investment provisions - In accordance with Plan provisions,
participants may direct their contributions, and the
corresponding Company contributions, to be invested in either
the Strong Investment Fund, the Income Fund, the
Harley-Davidson, Inc. Common Stock Fund, the Fidelity Balanced
Fund, or the Fidelity Blue Chip Growth Fund.
The Strong Investment Fund is a mutual fund that invests in
common and preferred stocks, bonds, government issues and
short-term investments at the discretion of the investment
manager. The Administrative Committee directs the Trustee to
invest and reinvest amounts with the current investment managers.
The Income Fund consists primarily of investments in contracts
with insurance companies whereby (a) principal generally is
guaranteed (subject to certain market value withdrawal
provisions) and (b) interest is credited at a specific rate, or
is guaranteed at a minimum level, for a certain period of time.
The Plan invests in group annuity contracts with Aetna Life
Insurance Company (Aetna), which has discretionary authority
over the investment of the contracts' funds subject to certain
limitations contained in the contracts.
Note A - Description of the Plan-(continued)
The Harley-Davidson, Inc. Common Stock Fund invests all
contributions directly in the common stock of Harley-Davidson,
Inc., the sponsor of the Plan.
The Fidelity Balanced Fund is a conservatively managed growth
and income mutual fund. The fund seeks to maintain a balance
between quality bonds and high-yielding stocks throughout all
market conditions. The fund invests in a balance of stocks and
bonds in order to provide both current income consistent with
the preservation of capital, and the opportunity for potential
capital growth over the long term. The fund's asset proportions
are adjusted depending on market conditions, but at least 25% of
the total holdings always consist of fixed-income securities.
The Fidelity Blue Chip Growth Fund is a moderately aggressive
stock mutual fund, with investments in well-established
companies. The fund seeks growth of capital over the long term
by investing in a diversified portfolio of common stocks of
well-known and established companies. All investments in this
fund must be in publicly-held companies with market values of at
least $200 million. The securities of these companies are
included in the Standard & Poor's Daily Stock Price Index of 500
Common Stocks or the Dow Jones Industrial Average.
Participants may purchase life insurance policies with a portion
of their contributions. The amount of funds invested in such
policies is subject to limitations as described in the Plan
document. Each policy designates the trustee as the owner of
the policy. All benefits, rights, and privileges under each
policy, which are available while the member is living, are
vested in the trustee.
Participants may borrow from their separate account balances
subject to Code provisions, which include a surtax on loans in
excess of 50% of the participant's separate account balance and
require a market rate of interest to be charged on the loans.
The Plan administrator has discretion to make such loans under
the Plan and determine the rate of interest for such loans
(within Code guidelines). Amounts loaned to a participant will
not share in the allocation of the Plan earnings, but will be
credited with the interest earned on the loan balance payable by
the participant.
The Plan's security investments are held by the Marshall &
Ilsley Trust Company under a nondiscretionary trust agreement
dated October 1, 1989.
Note A - Description of the Plan-(continued)
Plan termination - While the Company has not expressed any
intent to terminate the Plan, it is free to do so at any time.
In the event of termination, Company contributions automatically
become vested to the extent of the balance in each participant's
separate account.
Administrative expenses - Administrative expenses generally are
paid by the Company.
Note B - Summary of significant accounting policies
Valuation of investments - The investments in the mutual funds
and bank common trust funds are stated at fair value and are
based on the quoted market or redemption values on the last
business day of the plan year. Securities traded on a national
securities exchange (including the Harley-Davidson, Inc. common
stock) are valued at the last reported market price on the last
business day of the plan year.
The unallocated insurance contracts are valued at contract value
as reported by the insurance companies. Contract value
represents contributions made under the contract, plus interest
at the contract rate, less funds used to pay retirement and
other benefits.
The individual life insurance policies owned by the plan are
valued at cash surrender values as determined by First Colony
Life Insurance Company.
Notes receivable from paticipants are stated at their unpaid
principal balances which approximates fair value.
Note C - Net appreciation (depreciation) in fair value of
investments
During 1993 and 1992 investments held by the Plan (including
investments bought, sold, as well as held during the year)
appreciated (depreciated) in fair value as follows (as
determined by reference to quoted market prices as discussed in
Note B):
1993 1992
---- ----
Net appreciation (depreciation) in fair value
of investments by investment type:
Mutual funds $356,278 $(14,497)
Common stock - Harley Davidson, Inc. 264,881 378,389
-------- --------
$621,159 $363,892
======== ========
Note D - Insurance company contracts
Insurance company contracts owned by the Plan at December 31,
1993 and 1992, are summarized as follows:
At contract value
1993 1992
---- ----
Aetna Life Insurance Company
group annuity contract #13425 $ - $4,414,319
Aetna Life Insurance Company
group annuity contract #14077 9,334,956 3,866,829
---------- ----------
Total $9,334,956 $8,281,148
========== ==========
Under the group annuity contracts, Aetna informs the Plan of
the credited interest rate to be applied for the upcoming six
month period, based on Aetna's investment experience and other
factors. Both contracts can be discontinued by the Company or
Aetna subject to certain minimum notification requirements and
market value withdrawal penalties. During the first two months
of 1993, the Plan transferred all the funds from the group
annuity contract number 13425 to contract number 14077 and
re-negotiated their credited interest rate accordingly. As a
result, the credited interest rate during the first two months
of 1993 was 6.50% and 5.72% for contract number 13425 and 14077,
respectively. The credited interest rate for contract number
14077 during the four months ended June 30, 1993 and the six
months ended December 31, 1993 was 5.55% and 6.06%, respectively.
Note E - Life insurance policies
The individual life insurance policies are issued by First
Colony Life Insurance Company and are held by Marshall & Ilsley
Trust Company. These policies are recorded at their cash
surrender values. Cash surrender values at December 31, 1993
and 1992 were $167,833 and $150,445, respectively.
Note F - Related party transactions
The following Harley-Davidson, Inc. common stock transactions
occurred:
1993 1992
---- ----
Shares held at beginning of year 27,756 7,292
Shares purchased 21,182 18,805
Shares received in stock split - 8,741
Shares sold (9,171) (7,082)
------ ------
Shares held at end of year 39,767 27,756
====== ======
<PAGE>
Note F - Related party transactions (continued)
All transactions in Company stocks were executed at market
prices on the dates of the transactions.
The Plan received dividends of $4,694 on the common stock in
1993. The Plan did not receive any dividends on the common
stock in 1992.
Note G - Income tax status
The Plan has received a favorable determination from the U.S.
Treasury Department substantiating that the Plan is qualified
under Section 401(a) of the Code. As such, the Plan is exempt
from federal income taxes under provisions of Section 501(a) of
the Code. Once qualified, a plan is required to operate in
conformity with the Code to maintain its qualification.
Certain amendments have been made to the Plan for which an
updated determination letter has not been received. The
Administrative Committee believes that an updated favorable
determination letter will ultimately be issued.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
Schedule 1
HARLEY-DAVIDSON, INC.
RETIREMENT SAVINGS PLAN FOR THE MILWAUKEE AND
TOMAHAWK HOURLY BARGAINING UNIT EMPLOYEES
ASSETS HELD FOR INVESTMENT
December 31, 1993
Shares or Current
Description face amount Cost value
- - - ---------------------------- ----------- ---- -------
Mutual funds-
Fidelity Balanced Fund 77,875 $ 1,018,705 $ 1,042,742
Fidelity Blue Chip Growth Fund 57,461 1,350,357 1,388,831
Strong Investment Fund, Inc. 66,277 1,263,637 1,263,247
Bank common trust fund-
Marshall Money Market Fund 136,395 136,395 136,395
Common stock - Harley Davidson 39,767 1,241,618 1,754,718
Insurance company investments -
administration contracts:
Aetna Life Insurance
Company group annuity
contract #14077 $9,334,956 9,334,956 9,334,956
Cash surrender value of individual
life insurance policies -
First Colony Life Insurance
Company $ 167,833 167,833 167,833
Participant loans, at various
interest rates (ranging from
7% to 11.5%) and maturities $1,021,617 1,021,617 1,021,617
----------- -----------
Total investments $15,535,118 $16,110,339
=========== ===========
Schedule 2
HARLEY-DAVIDSON, INC.
RETIREMENT SAVINGS PLAN FOR THE MILWAUKEE AND
TOMAHAWK HOURLY BARGAINING UNIT EMPLOYEES
TRANSACTIONS OR SERIES OF TRANSACTIONS
IN EXCESS OF 5 PERCENT
OF THE CURRENT VALUE OF PLAN ASSETS
Year ended December 31, 1993
Cost of Proceeds
purchases from sales
Number of (1) during during Net
Description transactions the year the year gain
----------- ------------ --------- ---------- ----
Category (iii) - Series of Transactions in excess of 5% of plan assets
Insurance company contracts:
Aetna Life Insurance Company
participating accumulation
Fund - Branch 1 2P;2S* $ 109,866 $4,524,185 -
Aetna Life Insurance Company
group annuity contract 33P*;7S 6,350,088 881,962 -
Bank common trust fund -
Marshall Money Market Fund 414P;253S 4,724,619 4,726,530 -
Mutual fund -
Fidelity Balanced Fund 33P;1S 676,655 4,094 272
Fidelity Blue Chip Growth Fund 31P;0S 840,608 - -
Strong Investment Fund, Inc. 28P;10S 437,356 249,630 79,032
Common stock - Harley-Davidson,Inc. 39P;25S 831,419 385,900 128,535
There were no category (i), (ii) or (iv) reportable transactions
during 1993, other than the category (i) transfers noted below.
(1) P=Purchases; S=Sales
* Includes two transfers of $2,251,557 and $2,272,628 from the
participating accumulation fund to the group annuity contract.
EXHIBIT 24
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-35311) pertaining to the
Harley-Davidson, Inc. Retirement Savings Plan for Milwaukee and
Tomahawk Hourly Bargaining Unit Employees (the Plan) of our
report dated April 25, 1994, with respect to the financial
statements and schedules of the Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
ENRST & YOUNG
Milwaukee, Wisconsin
June 24, 1994
