-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, deK1XdnH/0JoHxyH1F+nym5DnFNMgBxC3l2NqEOTNz8236VIJveAQN9n288t/38b 3kpXbMSiNHrkmZnBsNh7OQ== 0000793952-94-000019.txt : 19940702 0000793952-94-000019.hdr.sgml : 19940702 ACCESSION NUMBER: 0000793952-94-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON INC CENTRAL INDEX KEY: 0000793952 STANDARD INDUSTRIAL CLASSIFICATION: 3751 IRS NUMBER: 391382325 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09183 FILM NUMBER: 94535911 BUSINESS ADDRESS: STREET 1: 3700 W JUNEAU AVE CITY: MILWAUKEE STATE: WI ZIP: 53208 BUSINESS PHONE: 4143424680 11-K 1 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 Salaried 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 Salaried 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. Exibits 24. Consent of Independent Auditors 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 Salaried Employees Date: June 27, 1994 By: /S/ James M. Brostowitz James M. Brostowitz Administrative Committee Member CONTENTS Harley-Davidson, Inc. Retirement Savings Plan for Salaried 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 10-14 Supplementary schedules Schedules Assets held for investment 1 Transactions or series of transactions in excess of 5 percent of the 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 Salaried Employees We have audited the accompanying statements of net assets available for plan benefits of the Harley-Davidson, Inc. Retirement Savings Plan for Salaried 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 SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 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 ------ ---------- ----------- ----------- --------- ---------- -------- --------- Investments: Investments in securities of unaffiliated issuers, at fair value: Mutual Fund - Fidelity Balanced Fund $ 2,237,993 $ - $ - $ - $ - $ - $2,237,993 $ - Mutual Fund - Fidelity Blue Chip Growth Fund 2,580,921 - - - - - - 2,580,921 Mutual fund - Strong Investment Fund, Inc. 2,163,408 2,163,408 - - - - - - Bank common trust fund - Marshall Money Market Fund 272,079 24,556 123,954 - - 46,041 35,758 41,770 ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- 7,254,401 2,187,964 123,954 - - 46,041 2,273,751 2,622,691 Investments in securities of affiliated issuer, at fair value - common stock of Harley-Davidson, Inc. 4,188,743 - - - 4,188,743 - - Investments other than securities: Insurance group annuity investment contracts, at contract value (Note D) 15,873,963 - 15,873,963 - - - - - Life insurance policies, at cash surrender value (Note E) 219,266 - - - 219,266 - - - Notes receivable from participants 1,239,134 - - 1,239,134 - - - - ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- 17,332,363 - 15,873,963 1,239,134 219,266 - - - ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- Total investments 28,775,507 2,187,964 15,997,917 1,239,134 219,266 4,234,784 2,273,751 2,622,691 Interest receivable 364 28 133 - - 90 41 72 Cash 492 - - 492 - - - - Other assets: Participant contributions receivable 14,401 3,919 7,887 - - 926 72 944 Employer contributions receivable 1,174,827 - - - - 1,174,827 - - ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- Net assets available for plan benefits $29,965,591 $2,191,911 $16,005,937 $1,239,626 $219,266 $5,410,627 $2,274,517 $2,623,707 =========== ========== =========== ========== ======== ========== ========== ==========
HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1992 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 ------- ---------- ----------- ----------- --------- ---------- -------- --------- Investments: Investments in securities of unaffiliated issuers, at fair value: Mutual Fund - Fidelity Balanced Fund $ 788,715 $ - $ - $ - $ - $ - $788,715 $ - Mutual Fund - Fidelity Chip Growth Fund 1,120,149 - - - - - - 1,120,149 Mutual fund - Strong Investment Fund, Inc. 1,994,848 1,994,848 - - - - - - Bank common trust fund - Marshall Money Market Fund 183,094 20,550 125,270 - - 37,268 3 3 ----------- ----------- ----------- -------- -------- ---------- -------- ---------- 4,086,806 2,015,398 125,270 - - 37,268 788,718 1,120,152 Investments in securities of affiliated issuer, at fair value - common stock of Harley-Davidson, Inc. 2,537,092 - - - - 2,537,092 - - Investments other than securities: Insurance group annuity investment contracts, at contract value (Note D) 7,132,409 - 7,132,409 - - - - - Insurance company participating accumulation fund, at contract value (Note D) 8,557,882 - 8,557,882 - - - - - surrender value (Note E) 197,637 - - - 197,637 - - - Notes receivable from participants 933,007 - - 933,007 - - - - ----------- ---------- ----------- -------- -------- ---------- -------- ---------- 16,820,935 - 15,690,291 933,007 197,637 - - - ----------- ---------- ----------- -------- -------- ---------- -------- ---------- Total investments 23,444,833 2,015,398 15,815,561 933,007 197,637 2,574,360 789,718 1,120,152 Interest receivable 249 21 132 - - 56 16 24 Cash 34 - - 34 - - - - Other assets: Participant contributions receivable 34,210 3,953 24,243 - - 2,882 1,248 1,884 Due from broker for securities sold 113,071 113,071 - - - - - - ----------- ---------- ----------- -------- -------- ---------- -------- ---------- 147,564 117,045 24,375 34 - 2,938 1,264 1,908 ----------- ---------- ----------- -------- -------- ---------- -------- ---------- Total assets 23,592,397 2,132,443 15,839,936 933,041 197,637 2,577,298 789,982 1,122,060 LIABILITY Due to broker for securities purchased (35,376) - - - - (35,376) - - ----------- ---------- ----------- -------- -------- ---------- -------- ---------- Net assets available for plan benefits $23,557,021 $2,132,443 $15,839,936 $933,041 $197,637 $2,541,922 $789,982 $1,122,060 =========== ========== =========== ======== ======== ========== ======== ==========
HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1993 Harley- Davidison, Fidelity Strong Inc. Fidelity Blue Chip Investment Participant Insurance Common Balanced Growth ADDITIONS Total Fund Income Fund Loan Fund Account Stock Fund Fund Fund ------ ---------- ----------- ----------- --------- ---------- -------- --------- Investment income: Net appreciation in fair value of investments (Note C) $ 1,339,939 $ 188,973 $ - $ - $ - $ 571,389 $ 179,966 $ 399,611 Interest and dividend income 1,166,777 87,955 902,104 86,192 - 12,369 76,923 1,234 ----------- ---------- ----------- --------- --------- ---------- ---------- ---------- Net investment income 2,506,716 276,928 902,104 86,192 - 583,758 256,889 400,845 Proceeds from insurance policies 11,687 1,778 5,334 - 4,575 - - - Employer contribution 1,174,827 - - - - 1,174,827 - - Participant contributions 4,014,394 362,523 2,043,721 - - 638,738 446,141 523,271 ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- Subtotal 7,707,624 641,229 2,951,159 86,192 4,575 2,397,323 703,030 924,116 DEDUCTIONS Benefit payments and withdrawals (1,285,030) (84,709) (987,005) (3,427) (2,120) (83,346) (86,191) (38,232) Life insurance expense, less increase in cash surrender value (14,024) - - - (14,024) - - Net transfers in (out) - (497,052) (1,798,153) 223,820 33,198 554,728 867,696 615,763 ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- Subtotal (1,299,054) (581,761) (2,785,158) 220,393 17,054 471,382 781,505 577,531 ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- Increase in net assets available for plan benefits 6,408,570 59,468 166,001 306,585 21,629 2,868,705 1,484,535 1,501,647 Net assets available for plan benefits: Beginning of year 23,557,021 2,132,443 15,839,936 933,041 197,637 2,541,922 789,982 1,122,060 ----------- ---------- ----------- ---------- -------- ---------- ---------- ---------- End of year $29,965,591 $2,191,911 $16,005,937 $1,239,626 $219,266 $5,410,627 $2,274,517 $2,623,707 =========== ========== =========== ========== ======== ========== ========== ==========
HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1992 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 ------- ---------- ----------- ----------- --------- ---------- -------- --------- Investment income: Net appreciation (depreciation) in fair value of investments (Note C) $ 881,722 $ (131,138) $ - $ - $ - $ 926,864 $ 8,426 $ 77,570 Interest and dividend income 1,367,657 200,479 1,057,672 75,704 - 1,020 26,385 6,397 ----------- ---------- ----------- -------- -------- ---------- -------- ---------- Net investment income 2,249,379 69,341 1,057,672 75,704 - 927,884 34,811 83,967 Proceeds from insurance policies 13,592 - - - 13,592 - Participant contributions 3,448,737 431,431 2,159,302 - - 398,471 171,925 287,608 ----------- ---------- ----------- -------- -------- ---------- -------- ---------- Subtotal 5,711,708 500,772 3,216,974 75,704 13,592 1,326,355 206,736 371,575 DEDUCTIONS Benefit payments and withdrawals (790,889) (103,846) (515,080) (28,666) - (107,750) (2,787) (32,760) Life insurance expense, less increase in cash surrender value (23,749) - - - (23,749) - - - Net transfers in (out) - (694,069) (1,286,777) 160,535 26,644 424,389 586,033 783,245 ----------- ---------- ----------- -------- -------- ---------- -------- ---------- Subtotal (814,638) (797,915) (1,801,857) 131,869 2,895 316,639 583,246 750,485 ----------- ---------- ----------- -------- -------- ---------- -------- ---------- Increase in net assets available for plan benefits 4,897,070 (297,143) 1,415,117 207,573 16,487 1,642,994 789,982 1,122,060 Net assets available for plan benefits: Beginning of year 18,659,951 2,429,586 14,424,819 725,468 181,150 898,928 - - ----------- ---------- ----------- -------- -------- ---------- -------- ---------- End of year $23,557,021 $2,132,443 $15,839,936 $933,041 $197,637 $2,541,922 $789,982 $1,122,060 =========== ========== =========== ======== ======== ========== ======== ==========
HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN FOR SALARIED 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 Salaried 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 Salaried Employees. General - The Plan is a defined contribution plan that covers salaried employees of Harley-Davidson, Inc. (the Company) 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. Effective January 1, 1993, the Company established a match provision for discretionary contributions. The Company match provision begins at 25% of employee contributions up to 6% of pay if certain financial criteria are met and increases up to 50% determined by an established variable schedule. A contribution of $1,174,827 was made in 1994 for fiscal 1993 and was recorded as a contribution receivable by the plan at December 31, 1993. There were no Company contributions made during 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 and earnings thereon 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 and distributions of participants' benefits or withdrawals. Note A - Description of the Plan (continued) Vesting - Participants are currently 100% vested in their accounts. Company contributions vest at the earlier of the end of the participant's fifth year of employment, retirement, or death. Forfeitures of non-vested contributions are used by the Company to pay future Company matching contributions (none in 1993). 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 to be invested in 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. The Harley-Davidson, Inc. Common Stock Fund invests all contributions directly in the common stock of Harley-Davidson, Inc., the sponsor of the Plan. Note A - Description of the Plan (continued) 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 of 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 be charged on the loans. The Plan administrator has discretion to make such loans under the Plan and to 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. 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 participants 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 $ 768,550 $(45,142) Common stock - Harley-Davidson,Inc. 571,389 926,864 ---------- -------- $1,339,939 $881,722 ========== ======== 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 $ - $ 8,557,882 Aetna Life Insurance Company group annuity contract #14077 15,873,963 7,132,409 ----------- ----------- Total $15,873,963 $15,690,291 =========== =========== Note D - Insurance company contracts (continued) 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 6.5% and 5.72% for contract numbers 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 $219,266 and $197,637, respectively. Note F - Related-party transactions The following Harley-Davidson, Inc. common stock transactions occurred: 1993 1992 ---- ---- Shares held at beginning of year 67,431 19,824 Shares purchased 39,205 36,077 Shares received in stock split - 29,066 Shares sold (11,707) (17,536) ------- ------- Shares held at end of year 94,929 67,431 ======= ======= All transactions in Company stock were executed at market prices on the dates of the transactions. The Plan received dividends of $10,970 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 qulified, a plan is required to operate in conformity with the Code to maintain its qulaification. 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 will ultimately be issued. SUPPLEMENTAL SCHEDULES Schedule 1 HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES ASSETS HELD FOR INVESTMENT December 31, 1993 Shares or face Current Description amount Cost value - - - ---------------------- ------- ---- ------- Mutual funds - Fidelity Balanced Fund 167,139 2,165,383 $ 2,237,993 Fidelity Blue Chip Growth Fund 106,782 2,489,089 2,580,921 Strong Investment Fund, Inc. 113,505 2,169,441 2,163,408 Bank common trust fund - Marshall Money Market Fund 272,079 272,079 272,079 Common stock - Harley-Davidson, Inc. 94,929 2,779,677 4,188,743 Insurance company investments - administration contracts: Aetna Life Insurance Company group annuity contract #14077 $15,873,963 15,873,963 15,873,963 Cash surrender value of life insurance policies - First Colony Life Insurance Company $219,266 219,266 219,266 Participant loans, at various interest rates (ranging from 7% to 11.5%) and maturities $1,239,134 1,239,134 1,239,134 Total assets held for investment $27,208,032 $28,775,507 =========== =========== Schedule 2 HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN FOR SALARIED 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 purchases Proceeds from Number of (1) during Sales Net Description transactions the year during the year gain ----------------- ------------- --------- --------------- ---- Category (iii) - Series of transactions in excess of 5 percent of plan assets Insurance company contracts: Aetna Life Insurance Company participating accumulation fund - Branch I 2P;2S $ 204,137 $8,762,019 - Aetna Life Insurance Company group annuity contract 32P*;15S 10,911,794 2,170,240 - Bank common trust funds - Marshall Money Market Fund 465P;302S 6,121,400 6,032,414 - Mutual fund - Fidelity Balanced Fund 31P;8S 1,429,293 63,628 3,261 Fidelity Blue Chip Growth Fund 30P;6S 1,437,225 17,320 1,842 Common stock - Harley-Davidson, Inc. 44P;32S 1,526,757 446,494 128,870 There were no category (i), (ii), or (iv) reportable transactions during 1993, other than the category (i) transfers noted below. (1) P=Purchase; S=Sale * Includes two transfers of $4,360,534 and $4,401,485 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 Salaried 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. Milwaukee, Wisconsin June 24, 1994 -----END PRIVACY-ENHANCED MESSAGE-----