-----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, DVhltOM21ToSIFFXD0TjQBhtLdUpwgWK12TpStCzLnPQ1zy24Zz/Lh1NQNCeihSn mLu2rKPavTB0MmXjfs/xrw== 0000793952-95-000009.txt : 199506290000793952-95-000009.hdr.sgml : 19950629 ACCESSION NUMBER: 0000793952-95-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON INC CENTRAL INDEX KEY: 0000793952 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [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: 95550191 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, 1994 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 33-35311 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: HARLEY-DAVIDSON 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 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. Exhibits 23. 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 Retirement Savings Plan for Salaried Employees Date: June 28, 1995 By: /S/ James M. Brostowitz James M. Brostowitz Administrative Committee Member CONTENTS Harley-Davidson 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 10-15 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 Retirement Savings Plan for Salaried Employees We have audited the accompanying statements of net assets available for plan benefits of the Harley-Davidson Retirement Savings Plan for Salaried Employees (the Plan) as of December 31, 1994 and 1993 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, 1994 and 1993, 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, 1994, 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 Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Milwaukee, Wisconsin ERNST & YOUNG LLP May 4, 1995 HARLEY-DAVIDSON RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 Harley- Davidson Fidelity Strong Asset Inc. Fidelity Blue Chip Allocation 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 $ 2,579,833 $ - $ - $ -$ - $ - $2,579,833$ - Mutual fund - Fidelity Blue Chip Growth Fund 4,991,102 - - - - - - 4,991,102 Mutual fund - Strong Asset Allocation Fund 2,372,467 2,372,467 - - - - - - Bank common trust fund - Marshall Money Market Fund 443,246 22,389 121,396 - - 121,091 83,122 95,248 10,386,648 2,394,856 121,396 - - 121,091 2,662,955 5,086,350 Investments in securities of affiliated issuer, at fair value-common stock of Harley-Davidson, Inc. 8,293,181 - - - - 8,293,181 - - Investments other than securities: Insurance group annuity investment contracts, at contract value (Note D) 15,192,282 - 15,192.282 - - - - - Life insurance policies, at cash surrender value (Note E) 248,368 - - - 248,368 - - - Notes receivable from participants 1,331,016 - - 1,331,016 - - - - 16,771,666 - 15,192,282 1,331,016 248,368 - - - Total investments 35,451,495 2,394,856 15,313,678 1,331,016 248,368 8,414,272 2,662,955 5,086,350 Interest receivable 727 22 166 - - 272 129 138 Cash 57 - - 57 - - - - Other assets: Participant contributions receivable 133,502 12,011 46,754 - - 28,961 15,526 30,250 Employer contributions receivable 1,325,565 - - - - 1,325,565 - - Net assets available for plan benefits $36,911,346$2,406,889 $15,360,598$1,331,073$248,368 $9,769,070 $2,678,610$5,116,738
HARLEY-DAVIDSON RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 Harley- Strong Davidson Fidelity Asset Participant Inc. Fidelity Blue Chip Allocation Loan Insurance Common Balanced Growth ASSETS Total Fund Income Fund 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 Asset Allocation Fund 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 - - 926 725 944 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 RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1994 Harley- Davidson, Fidelity Strong Asset Inc. Fidelity Blue Chip Allocation Participant Insurance Common Balanced Growth ADDITIONS Total Fund Income Fund Loan Fund Account Stock Fund Fund Fund Investment income (loss): Net appreciation (depreciation) in fair value of investments (Note C) $ 1,499,559 $ (123,932)$ - $ - $ - $1,460,704$ (234,616)$ 397,403 Interest and dividend income 1,213,395 89,711 907,774 89,263 - 39,828 85,706 1,113 Net investment income (loss) 2,712,954 (34,221) 907,774 89,263 - 1,500,532 (148,910) 398,516 Employer contribution 1,311,374 - - - - 1,311,374 - - Participant contributions 4,938,015 439,912 1,706,484 - - 1,007,299 703,790 1,080,530 Total additions 8,962,343 405,691 2,614,258 89,263 - 3,819,205 554,880 1,479,046 DEDUCTIONS Benefit payments and withdrawals (2,006,299) (74,730)(1,534,031) (21,086) - (209,800) (44,284) (122,368) Life insurance expense, less increase in cash surrender value (10,289) - - - (10,289) - - - Net transfers in (out) - (115,983)(1,725,566) 23,270 39,391 749,038 (106,503)1,136,353 Total deductions (2,016,588) (190,713)(3,259,597) 2,184 29,102 539,238 (150,787)1,013,985 Increase (decrease) in net assets available for plan benefits 6,945,755 214,978 (645,339) 91,447 29,102 4,358,443 404,093 2,493,031 Net assets available for plan benefits: Beginning 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 End of year $36,911,346 $2,406,889$15,360,598 $1,331,073 $248,368 $9,769,070$2,678,610$5,116,738
HARLEY-DAVIDSON RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Year Ended December 31, 1993 Harley- Fidelity Strong Asset Davidson, Inc. Fidelity Blue Chip Allocation 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 Total additions 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 Total deductions (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 RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES NOTES TO FINANCIAL STATEMENTS December 31, 1994 Note A - Description of the Plan The following brief description of the Harley-Davidson Retirement Savings Plan for Salaried Employees (the "Plan"), formerly known as the Harley-Davidson, Inc. Retirement Savings Plan for Salaried Employees, is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. General - The Plan is a defined contribution plan that covers salaried employees of Harley-Davidson, Inc., Harley-Davidson Motor Company (the "Sponsor") and H-D Michigan, Inc. 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 salaried deferral contributions of not less than 1% or more than 15% of their base compensation (as defined in the Plan); limited to $9,240 (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 Sponsor established a match provision for discretionary contributions. The Sponsor 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 $1,311,374 was made in 1995 for fiscal 1994 and was recorded as a contribution receivable by the plan at December 31, 1994. The money that the Sponsor contributes is invested in Harley- Davidson, Inc. common stock. The value of the Sponsor match cannot be transferred or directed to any other investment option in the Plan unless the participant is age 55 or older. Participant contributions below the statutory limit are made with tax-deferred dollars under Section 401(k) of the Internal Revenue Code (the "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, Sponsor 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. Sponsor 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 Sponsor to pay future Sponsor matching contributions (none in 1994). 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 accounts 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 accounts that does not pertain to contributions made under provisions of Section 401(k) of the Code. 3) A participant may not withdraw prior to retirement, death, disability, or termination of employment any portion of his separate accounts 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 one or a combination of the following funds: the Strong Asset Allocation Fund (previously known as 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 Asset Allocation 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 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., an affiliate of 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 vested 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 were held in 1993 and 1994 by the Marshall & Ilsley Trust Company under a nondiscretionary trust agreement dated October 1, 1989. The Administrative Committee directs the trustee to invest and reinvest amounts with the current investment managers. Plan termination - While the Sponsor has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, Sponsor contributions automatically become vested to the extent of the balance in each participant's separate accounts. Administrative expenses - Administrative expenses generally are paid by the Sponsor. 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 closing market price on the last business day of the plan year. The unallocated insurance contract is valued at contract value as reported by Aetna. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay retirement and other benefits. The Aetna contract is a "fully benefit responsive" investment contract, as that terminology is defined in Statement of Position (SOP) 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans". As such, this contract will continue to be carried at contract value once SOP 94-4 becomes effective. 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 in fair value of investments During 1994 and 1993 investments held by the Plan (including investments bought, sold, as well as held during the year) appreciated in fair value as follows (as determined by reference to quoted market prices as discussed in Note B): 1994 1993 Net appreciation in fair value of investments by investment type: Mutual funds $ 38,855 $ 768,550 Common stock - Harley-Davidson,Inc. 1,460,704 571,389 $1,499,559 $1,339,939 Note D - Insurance company contracts Insurance company contracts owned by the Plan at December 31, 1994 and 1993, are summarized as follows: At contract value 1994 1993 Aetna Life Insurance Company group annuity contract #14077 $15,192,282 $15,873,963 Under the group annuity contract, 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. The contract can be discontinued by the Sponsor or Aetna subject to certain minimum notification requirements and market value withdrawal penalties. The credited interest rate for contract number 14077 during the six months ended June 30, 1994 and the six months ended December 31, 1994 was 6.10% and 6.48%, 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, 1994 and 1993 were $248,368 and $219,266, respectively. Note F - Related-party transactions The following Harley-Davidson, Inc. common stock transactions occurred: 1994 1993 Shares held at beginning of year 94,929 67,431 Shares purchased 88,229 39,205 Shares received in stock split 134,518 - Shares sold (16,556) (11,707) Shares distributed to terminated participants (4,935) - Shares held at end of year 296,185 94,929 All transactions in Harley-Davidson, Inc. common stock were executed at market prices on the dates of the transactions. The Plan received dividends of $36,480 and $10,970 on the common stock in 1994 and 1993, respectively. 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. 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 will ultimately be issued. Note H - Subsequent events Effective May 1, 1995, the Plan changed trustees from Marshall & Ilsley Trust Company to Fidelity Institutional Retirement Services Company. SUPPLEMENTAL SCHEDULES Schedule 1 HARLEY-DAVIDSON RETIREMENT SAVINGS PLAN FOR SALARIED EMPLOYEES ASSETS HELD FOR INVESTMENT December 31, 1994 Shares or face Current Description amount Cost value Mutual funds - Fidelity Balanced Fund 209,913 $ 2,725,125 $ 2,579,833 Fidelity Blue Chip Growth Fund 192,335 4,617,098 4,991,102 Strong Asset Allocation Fund 132,466 2,511,278 2,372,467 Bank common trust fund - Marshall Money Market Fund 443,246 443,246 443,246 Common stock - Harley-Davidson, Inc. 296,185 5,611,117 8,293,181 Insurance company investments - administration contracts: Aetna Life Insurance Company group annuity contract #14077 $15,192,282 15,192,282 15,192,282 Cash surrender value of life insurance policies - First Colony Life Insurance Company $248,368 248,368 248,368 Participant loans, at various interest rates (ranging from 7% to 11%) and maturities $1,331,016 1,331,016 1,331,016 Total assets held for investment $32,679,530 $35,451,495 Schedule 2 HARLEY-DAVIDSON 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, 1994 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 group annuity contract 28P;15S $1,889,777 $2,571,459 $ - Bank common trust funds - Marshall Money Market Fund 494P;360S 9,354,826 9,183,659 - Mutual fund - Fidelity Balanced Fund 26P;5S 1,094,729 518,272 (16,715) Fidelity Blue Chip Growth Fund 26P;5S 2,206,250 86,183 7,942 Common stock - Harley-Davidson, Inc. 55P;34S 3,371,186 727,452 187,705 There were no category (i), (ii), or (iv) reportable transactions during 1994. (1) P=Purchase; S=Sale EX-23 2 Exhibit 23 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-35311) pertaining to the Harley-Davidson Retirement Savings Plan for Salaried Employees (the Plan) of our report dated May 4, 1995, 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, 1994. ERNST & YOUNG LLP Milwaukee, Wisconsin June 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----