8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report
(Date of earliest
event reported): January 21, 2004

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-9183	39-1382325
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

(Address of principal executive offices, including zip code)

(414) 342-4680

(Registrant’s telephone number, including area code)

Item 7. Financial Statements and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)     Exhibits. The following exhibit is being furnished herewith:

(99)         Press Release of Harley-Davidson, Inc., dated January 21, 2004.

Item 12. Results of Operations and Financial Condition.

On January 21, 2004, Harley-Davidson, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fourth quarter and year-end financial results for the financial periods ended December 31, 2003. A copy of the Press Release is being furnished as Exhibit 99 to this Current Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARLEY-DAVIDSON, INC.
Date:  January 21, 2004	By:	/s/  Gail A. Lione
		Gail A. Lione Vice President, General Counsel and Secretary

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HARLEY-DAVIDSON, INC.

Exhibit Index to Current Report on Form 8-K
Dated January 21, 2004

Exhibit
Number
Description

   (99) Press Release of Harley-Davidson, Inc., dated January 21, 2004.

4

EX-99

Financial Contact:
Media Contact: Patrick Davidson  (414) 343-8002
Kathleen Lawler   (414) 343-4587

HARLEY-DAVIDSON REPORTS RECORD FOURTH QUARTER
AND 18th CONSECUTIVE RECORD YEAR
Company sets goal of 400,000 motorcycles for 2007

        Milwaukee, Wis., January 21, 2004 — Harley-Davidson, Inc. (NYSE: HDI) today announced record revenue and earnings for its fourth quarter and year ended December 31, 2003. Revenue for the quarter was $1.16 billion compared with $1.03 billion in the year-ago quarter, a 12.8 percent increase. Net income for the quarter was $182.4 million compared to $150.9 million, an increase of 20.9 percent over the year ago quarter. Fourth quarter diluted earnings per share (EPS) was 60 cents, a 22.4 percent increase compared with last year’s 49 cents.

        Revenue for the full year was $4.62 billion, compared with $4.09 billion in 2002, a 13.0 percent increase. Net income for the year was $760.9 million, a 31.1 percent increase versus last year’s $580.2 million, while diluted EPS for the full year was $2.50, a 31.6 percent increase compared with $1.90 in 2002.

        “This is the 18^th consecutive year that Harley-Davidson has achieved records for both revenue and net income,” said Jeffrey L. Bleustein, chairman and chief executive officer of Harley-Davidson, Inc. “We had a phenomenal year full of memorable once-in-a-lifetime experiences surrounding our 100^th Anniversary. Introducing the Harley-Davidson brand to hundreds of thousands of potential customers has undoubtedly sparked the dream of ownership and created new excitement for our products.”

        “As we begin our 101^st year, we expect to grow the business further with our proven ability to deliver a continuous stream of exciting new motorcycles, related products and services. We have set a new goal for the Company to be able to satisfy a yearly demand of 400,000 Harley-Davidson motorcycles in 2007. By offering innovative products and services, and by driving productivity gains in all facets of our business, we are confident that we can deliver an earnings growth rate in the mid-teens for the foreseeable future,” said Bleustein.

Motorcycles and Related Products Segment – Fourth Quarter Results

        Revenue from Harley-Davidson^® motorcycles was $945.3 million, an increase of $125.0 million or 15.2 percent over the same period last year. Shipments of Harley-Davidson motorcycles totaled 77,056 units, an increase of 11,086 units or 16.8 percent over last year’s fourth quarter. The Company’s shipment target remains 317,000 Harley-Davidson motorcycles for 2004.

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Text – page 1

        Revenue from Parts and Accessories (P&A), which consists of Genuine Motor Parts and Genuine Motor Accessories, totaled $141.0 million, an increase of $11.1 million, or 8.5 percent over the year-ago quarter. Revenue from General Merchandise, which consists of MotorClothes™ apparel and collectibles, totaled $50.7 million, a decrease of $4.1 million or 7.4 percent. Excluding revenue from 100^th Anniversary products in 2002‘s fourth quarter, the P&A growth rate would have been 20.3 percent over last year’s fourth quarter and the General Merchandise growth rate would have been 20.0 percent over the same period.

        Gross margin was 35.9 percent of revenue, down slightly from the prior year’s 36.1 percent. Gross margin was negatively impacted by a higher proportion of Sportster^® motorcycle shipments and higher manufacturing costs, but partially offset by favorable foreign currency exchange. Fourth quarter operating margin improved to 21.5 percent in 2003 from 20.7 percent in 2002.

Motorcycle Retail Sales Data

        Retail sales of Harley-Davidson^® motorcycles for the year 2003 grew 8.8 percent in the U.S., 6.7 percent in Europe, and 9.0 percent in Japan compared to 2002. Based on the information currently available, Harley-Davidson’s full year market share for the 651cc and up segment is expected to grow in all of the Company’s major markets. “Given the economic climate during the past year, we are pleased with our retail growth,” said Bleustein.

        “Although our U.S. dealer network experienced a modest decline in motorcycle sales in the fourth quarter as compared to last year’s fourth quarter, we believe it is difficult to draw meaningful conclusions from this comparison. The urgency to buy a 100^th Anniversary motorcycle prior to the celebrations, along with an unusually late shipment plan for ‘04 motorcycles, created two very different selling environments. We are confident that 2004 will be another strong year for Harley-Davidson due to current dealer confidence, momentum from the 100^th Anniversary and improving economic indicators,” Bleustein added.

        For more motorcycle retail data, see the attached tables.

Financial Services Segment

        Harley-Davidson Financial Services, Inc. (HDFS), a subsidiary of Harley-Davidson, Inc., reported fourth quarter operating income of $33.8 million, up $8.5 million or 33.4 percent compared to the year-ago quarter.

        “Harley-Davidson Financial Services had another strong quarter in both financial performance and in helping to make the dream of owning a Harley-Davidson motorcycle a reality,” said Bleustein. The segment’s performance was driven by continued strong marketplace acceptance of its finance and insurance products.

        The Company’s fourth quarter securitization of $300 million of motorcycle retail loans resulted in a gain of $11.4 million, which represents 3.8 percent of loans sold.

        Annualized credit losses on a managed portfolio basis increased during the year from 0.72 percent in 2002 to 0.85 percent in 2003, which is within the 5-year historical range of credit losses of 0.72 to 0.90 percent.

Tax Rate

        During the quarter, the Company’s tax rate was 35.5 percent, up from 34.5 percent in the first nine months of the year. The Company expects to maintain a rate of 35.5 percent throughout 2004.

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Text – page 2

Share Repurchase

        During the fourth quarter, the Company invested $73.3 million in repurchasing 1.6 million shares of its stock.

Harley-Davidson, Inc. — Twelve Month Results

        For the fiscal year ended 2003, total Harley-Davidson motorcycle shipments were 291,147 units compared with 263,653 units in 2002, a 10.4 percent increase. Harley-Davidson motorcycle revenue was $3.62 billion, an increase of $460.4 million or 14.6 percent.

        P&A revenue totaled $712.8 million, a 13.3 percent increase, while General Merchandise revenue totaled $211.4 million, an 8.7 percent decrease compared with 2002. Excluding revenue from 100^th Anniversary products for both 2002 and 2003, the P&A growth rate would have been 14.4 percent and the General Merchandise growth rate would have been 12.7 percent.

        Full year operating income for HDFS was $167.9 million, an increase of $63.6 million or 61.1 percent compared to 2002.

Cash Flow – Twelve Month Results

        Operations generated cash of $935.6 million in 2003, even after a $192.0 million contribution to the Company’s pension plans. This cash provided the Company the ability to invest $227.2 million in capital expenditures, to repurchase 2.3 million shares of Company stock for $103.9 million, to pay $59.0 million in dividends and to increase cash and marketable securities by $526.9 million.

2004 and Beyond

        In addition to the previously stated motorcycle unit goal, the Company plans on growth in all of its product lines. Harley-Davidson expects the growth rate for P&A revenues to be slightly higher than the motorcycle unit growth rate, and the General Merchandise growth rate is expected to be lower than the motorcycle unit growth rate. The Company expects the HDFS growth rate to be slightly higher than the Company’s motorcycle unit growth rate.

Company Description

        Harley-Davidson, Inc. is the parent company for the group of companies doing business as Harley-Davidson Motor Company, Buell Motorcycle Company and Harley-Davidson Financial Services, Inc. Harley-Davidson Motor Company, the only major U.S.-based motorcycle manufacturer, produces heavyweight motorcycles and offers a complete line of motorcycle parts, accessories, apparel, and general merchandise. Buell Motorcycle Company produces sport and sport-touring motorcycles. Harley-Davidson Financial Services, Inc. provides wholesale and retail financing and insurance programs to Harley-Davidson dealers and customers.

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Text – page 3

Forward-Looking Statements

        The Company intends that certain matters discussed in this release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects” or “estimates” or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this release. Certain of such risks and uncertainties are described below. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are only made as of the date of this release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

        The Company’s ability to meet the targets and expectations noted depends upon, among other factors, the Company’s ability to (i) continue to realize production efficiencies at its production facilities through the implementation of innovative manufacturing techniques and other means, (ii) successfully implement production capacity increases in its facilities, (iii) successfully introduce new products and services, (iv) avoid unexpected P&A /general merchandise supplier backorders, (v) sell all of the motorcycles it has the capacity to produce, (vi) continue to develop the capacity of its distributor and dealer network, (vii) avoid unexpected changes in the regulatory environment for its products, (viii) successfully adjust to foreign currency exchange rate fluctuations, (ix) successfully adjust to interest rate fluctuations, and (x) successfully manage changes in the credit quality of HDFS’s loan portfolio.

        In addition, the Company could experience delays in the operation of manufacturing facilities as a result of work stoppages, difficulty with suppliers, natural causes or other factors. Risk factors are also disclosed in documents previously filed by the Company with the Securities and Exchange Commission.

TABLES FOLLOW

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Text – page 4

Harley-Davidson, Inc.
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)

	(Unaudited) Three Months Ended						Twelve Months Ended
	Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2003			Dec. 31, 2002
Net revenue	$	1,158,070		$	1,026,532		$	4,624,274		$	4,090,970
Gross profit		416,026			370,626			1,665,566			1,417,841
Operating expenses		167,488			157,768			668,677			626,720
Operating income from     motorcycles & related products		248,538			212,858			996,889			791,121
Financial services income		62,743			53,991			279,458			211,500
Financial services operating expense		28,906			28,634			111,585			107,273
Operating income from financial services		33,837			25,357			167,873			104,227
Corporate expenses		3,475			3,027			15,498			12,646
Total operating income		278,900			235,188			1,149,264			882,702
Interest income, net		5,103			4,986			23,088			16,541
Other income (expense), net		(1,167	)		(9,852	)		(6,317	)		(13,416	)
Income before provision for taxes		282,836			230,322			1,166,035			885,827
Provision for income taxes		100,406			79,461			405,107			305,610
Net income	$	182,430		$	150,861		$	760,928		$	580,217
Earnings per common share:
Basic	$	0.60		$	0.50		$	2.52		$	1.92
Diluted	$	0.60		$	0.49		$	2.50		$	1.90
Weighted-average common shares:
Basic		302,244			302,395			302,271			302,297
Diluted		304,404			305,037			304,470			305,158

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Financial Tables – page 1

Harley-Davidson, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

	Dec. 31, 2003		Dec 31, 2002
ASSETS
Current assets:
Cash and cash equivalents	$	812,449	$	280,928
Marketable securities		510,211		514,800
Accounts receivable, net		112,406		108,694
Finance receivables, net		1,001,990		855,771
Inventories		207,726		218,156
Other current assets		84,345		88,237
Total current assets		2,729,127		2,066,586
Finance receivables, net		735,859		589,809
Other long-term assets		1,458,102		1,204,822
Total assets	$	4,923,088	$	3,861,217
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & accrued expenses	$	631,468	$	607,473
Current portion of finance debt		324,305		382,579
Total current liabilities		955,773		990,052
Finance debt		670,000		380,000
Other long-term liabilities		212,179		152,831
Postretirement health care benefits		127,444		105,419
Shareholders' equity		2,957,692		2,232,915
Total liabilities and shareholders' equity	$	4,923,088	$	3,861,217

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Financial Tables – page 2

Harley-Davidson, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands, except per share amounts)

	Dec. 31, 2003			Dec 31, 2002
Cash flows from operating activities:
Net income	$	760,928		$	580,217
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation		196,918			175,778
Non cash expenses		96,579			70,348
Deferred taxes		42,105			38,560
Current year gain on securitizations		(82,221	)		(56,139	)
Collection of retained securitization interests		118,113			89,970
Contributions to the pension plans		(192,000	)		(153,636	)
Other operating cash flows		13,775			14,452
Net changes in current assets and current liabilities		(18,644	)		16,089
Net cash provided by operating activities		935,553			775,639
Cash flows from investing activities:
Capital expenditures		(227,230	)		(323,866	)
Finance receivables, net		(268,224	)		(394,861	)
Net decrease (increase) in marketable securities		1,102			(318,171	)
Other, net		9,690			22,813
Net cash used in investing activities		(484,662	)		(1,014,085	)
Cash flows from financing activities:
Net increase in finance debt		224,118			165,528
Dividends paid		(58,986	)		(41,457	)
Purchase of common stock for treasury		(103,880	)		(56,814	)
Issuance of common stock under employee stock plans		19,378			12,679
Net cash used in financing activities		80,630			79,936
Net (decrease) increase in cash and cash equivalents		531,521			(158,510	)
Cash and cash equivalents:
At beginning of period		280,928			439,438
At end of period	$	812,449		$	280,928

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Financial Tables – page 3

Harley-Davidson, Inc.
Net Revenue and Motorcycle
Shipment Data

	Three Months Ended				Twelve Months Ended
	Dec. 31, 2003		Dec. 31, 2002		Dec. 31, 2003		Dec. 31, 2002
NET REVENUE (in thousands)
Harley-Davidson(R)motorcycles	$	945,292	$	820,287	$	3,621,488	$	3,161,046
Buell(R)motorcycles		20,079		21,523		76,064		66,949
Parts & Accessories		141,020		129,929		712,829		629,202
General Merchandise		50,730		54,788		211,388		231,503
Other		949		5		2,505		2,270
Total net sales	$	1,158,070	$	1,026,532	$	4,624,274	$	4,090,970
HARLEY-DAVIDSON UNITS
Motorcycle shipments:
United States		63,944		54,235		237,656		212,833
Export		13,112		11,735		53,491		50,820
Total		77,056		65,970		291,147		263,653
Motorcycle product mix:
Touring		22,106		17,911		82,577		70,713
Custom		34,954		30,753		135,954		123,761
VRSC		3,192		4,760		15,451		18,008
Sportster(R)		16,804		12,546		57,165		51,171
Total		77,056		65,970		291,147		263,653
BUELL UNITS
Motorcycle shipments:
Buell (excluding Blast)		2,231		2,519		8,784		6,887
Buell Blast		379		612		1,190		4,056
		2,610		3,131		9,974		10,943

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Financial Tables – page 4

Year-to-date Heavyweight (651+ cc)
Motorcycle Retail Registrations (Units),
data through month indicated.

	2003		2002		% change
United States
- H-D (December)		228,393		209,944		8.8	%
- Industry (December)		461,154		442,326		4.3	%
Europe
- H-D * (December)		25,966		24,339		6.7	%
- Industry (November)		286,192		296,667	-	3.5	%
Japan
- H-D (December)		11,802		10,902		8.3	%
- Industry (December)		44,322		47,857	-	7.4	%

Only Harley-Davidson(R)motorcycles are included in the Harley-Davidson (H-D) data.

H-D * Includes Harley-Davidson sales in all European countries.
Industry data for Europe includes sales only in Austria, Belgium, France, Germany, Italy,
Netherlands, Spain, Switzerland and United Kingdom.

Data Sources: (Data subject to update)
United States: Motorcycle Industry Council,
Europe: Company reports, Giral S.A.
Japan: Company reports, Industry sources

Harley-Davidson, Inc. – 4^th Quarter 2003 Press Release Financial Tables – page 5