UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
x
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 2009.
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OR
¨
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from
to
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Commission File No. 1-9183
A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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Harley-Davidson
Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
REQUIRED INFORMATION
4.
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The Harley-Davidson Retirement Savings Plan for Kansas City 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 schedule of the Plan prepared in accordance with the financial reporting requirements of ERISA.
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Exhibit
23
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Consent of Independent Registered Public Accounting Firm
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2
SIGNATURE
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 on its behalf by the undersigned hereunto duly authorized.
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Harley-Davidson
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Retirement Savings Plan
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for Kansas City Hourly
Bargaining Unit Employees
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Date: June 23, 2010
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By:
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/
S
/ P
ERRY
A.
G
LASSGOW
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Perry A. Glassgow
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Chairman, Retirement Plans Committee
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3
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Financial Statements
and Supplemental Schedule
Years Ended December 31, 2009 and 2008
Contents
4
Report of Independent Registered Public Accounting Firm
The Harley-Davidson Retirement Plans Committee
Harley-Davidson Retirement Savings
Plan for Kansas City Hourly Bargaining Unit Employees
We have audited the accompanying statements of assets available for benefits of Harley-Davidson Retirement Savings Plan for Kansas City Hourly Bargaining
Unit Employees as of December 31, 2009 and 2008, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were
not engaged to perform an audit of the Plans internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 assets available for benefits of the Plan at December 31, 2009 and 2008, and the changes in its assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of
assets (held at end of year) as of December 31, 2009, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to auditing procedures
applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
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/s/ Ernst & Young LLP
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Milwaukee, Wisconsin
June 23, 2010
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5
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Statements of Assets Available for Benefits
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December 31
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2009
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2008
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Assets
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Investments:
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Interest in Harley-Davidson Retirement Savings Plan Master Trust
(Note 3)
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$
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7,476,244
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$
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4,991,823
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Notes receivable from participants
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600,838
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510,135
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Total investments
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8,077,082
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5,501,958
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Company contribution receivable
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189,944
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Assets available for benefits at fair value
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8,077,082
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5,691,902
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Adjustment from fair value to contract value for interest in
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Harley-Davidson Retirement Savings Plan
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Master Trust relating to fully benefit-responsive investment contracts
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13,731
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34,489
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Assets available for benefits
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$
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8,090,813
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$
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5,726,391
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See accompanying notes.
6
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Statements of Changes in Assets Available for Benefits
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Year Ended December 31
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2009
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2008
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Additions:
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Investment income (loss):
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Interest income
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$
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31,996
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$
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47,130
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Equity in investment income (loss) of Harley-Davidson Savings Plan Master Trust
(Note 3)
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1,853,419
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(2,724,527
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)
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Total investment income (loss)
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1,885,415
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(2,677,397
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)
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Contributions:
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Participant
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831,182
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1,032,880
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Participant rollovers
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17,190
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Company
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189,643
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Total contributions
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831,182
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1,239,713
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Total
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2,716,597
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(1,437,684
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Deductions:
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Benefit payments and withdrawals
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345,840
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209,380
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Administrative expenses
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6,185
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4,946
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Total
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352,025
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214,326
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Net increase (decrease) before transfers to other Harley-Davidson Plans
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2,364,572
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(1,652,010
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Transfers (to) from other Harley-Davidson Plans
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(150
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)
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(85,908
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Net increase (decrease)
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2,364,422
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(1,737,918
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Assets available for benefits at beginning of year
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5,726,391
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7,464,309
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Assets available for benefits at end of year
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$
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8,090,813
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$
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5,726,391
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See accompanying notes.
7
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements
Years Ended December 31, 2009 and 2008
1. Description of the Plan
The
following brief description of the Harley-Davidson Retirement Savings Plan for Kansas City Hourly Bargaining Unit Employees (the Plan) is provided for general information purposes only. Participants should refer to the
Summary Plan
Description
for more complete information.
General
The Plan is a defined-contribution plan that covers hourly employees of the Harley-Davidson Motor Company Group, Inc. (the Company) Kansas
City plant, subject to a union bargaining agreement and meeting minimum eligibility requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Contributions
Participants may defer a portion of their compensation on a pretax basis through contributions to the Plan. The Plan allows participants to make Roth
contributions to the Plan on an after-tax basis. For purposes of the Plan, a Roth contribution is an elective deferral that otherwise would be a pretax contribution to the Plan, but the participant, at the time of making the cash or deferral
election with respect to the contribution, has irrevocably designated it as a Roth contribution rather than as a pretax contribution. A Roth contribution is included in the participants taxable income at the time the participant would have
received that amount in cash if the participant had not elected to have the amount contributed to the Plan as a Roth contribution. The maximum amount that participants may defer and contribute to the Plan is determined from time to time by the plan
administrator and is subject to limitations under the Internal Revenue Code (the Code).
The Plan allows for Company matching
contributions in Company common stock. Company matching contributions of $0.25 per dollar of participant contributions are made when the Company meets certain financial performance targets and apply only to participant contributions up to 6% of a
participants eligible compensation.
Rollover contributions to the Plan are permitted under certain circumstances, as defined in the
Plan.
8
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Participants Accounts
Separate accounts are maintained for each participant. The account balances are adjusted on a daily basis for participants contributions, Company
contributions, net investment income, loan fees, and distributions of participants benefits or withdrawals.
Participants have the
option of investing their contributions in one or any combination of 25 investment funds.
The Plan is intended to satisfy the requirements
under Section 404(c) of ERISA and, therefore, provides that participants may choose to direct their contributions and/or all or part of their account balances among any of the Plans investment alternatives daily.
The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Vesting
Participants are immediately vested in 100% of their contributions and earnings thereon. Participants vest 100% in Company contributions after completing
three years of service, with 1,000 hours of service in each year. Participants who terminate due to death, disability, or retirement immediately become 100% vested in their entire account.
Payments of Benefits
Benefit and withdrawal payments consist of the following:
For payments made upon retirement, death, disability, or termination of employment, the balance in a participants account is paid to the
participant or beneficiary in a lump sum, periodic payments (in certain instances), or other form of payment as allowed under the Plan.
Participants may not withdraw prior to retirement, death, disability, or termination of employment any portion of their 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
or becomes disabled, as defined by the Social
Security Administration. The permissible in-service withdrawals are from participant contributions.
9
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Participant Loans
Participants may borrow up to 50% of their vested account balances, not to exceed $50,000. A Borrower may request a loan only if the vested Plan account
balance is at least $2,000 and the minimum loan amount shall be $1,000. Loans are not permitted from employer matching contributions regardless of vesting status. Loans bear interest commensurate with the rate which would be charged by commercial
lenders for similar loans. The term of the loan cannot exceed five years (ten years in the case of a home purchase).
Administrative Expenses
Administrative expenses are shared by the Company and the Plan. Loan application and service fees are paid directly by participants.
2. Summary of Significant Accounting Policies
Investments
The
Plans investments consist of its interest in the net assets of the Harley-Davidson Retirement Savings Plan Master Trust (the Master Trust) and notes receivable from participants. The interest in the net assets of the Master Trust
is stated at fair value. Notes receivable from participants are stated at their unpaid principal balances plus accrued interest, which approximate fair value. The Master Trust is an arrangement by which certain investments of the Plan and four other
Harley-Davidson defined-contribution plans share a trust (see Note 3). The Plans investment in the Master Trust is based on its equity share of the Master Trusts net assets. Purchases and sales of specific Master Trust investments are
recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.
The Master Trust has an investment in the Managed Income
Portfolio, a common trust fund of the Fidelity Group Trust for Employee Benefit Plans (the Managed Income Portfolio Fund), which includes benefit-responsive investment contracts. Investment contracts held by a defined-contribution plan
are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions plus earnings, less participant withdrawals and
administrative expenses. The statements of assets available for benefits present the fair value of the Managed Income Portfolio Fund and the adjustment from fair value to contract value.
10
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Fair Value Measurements
Accounting Standards Codification (ASC) Topic 820,
Fair Value Measurements and Disclosures,
provides a framework for measuring fair
value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described below:
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Level 1
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
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Level 2
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Inputs to the valuation methodology include:
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Quoted prices for similar assets or liabilities in active markets;
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Quoted prices for identical or similar assets or liabilities in inactive
markets;
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Inputs other than quoted prices that are observable for the asset or
liability;
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Inputs that are derived principally from or corroborated by observable market data by
correlation or other means.
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If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
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Level 3
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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11
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
The assets or liabilitys fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used at December 31, 2009 and 2008, for the Plans non-Master Trust related assets
measured at fair value (see Note 3 for Master Trust fair value measurements):
Notes receivable from participants
: Valued at amortized
cost plus accrued interest, which approximates fair value at year-end.
The following tables sets forth by level, within the fair value
hierarchy, the Plans non-Master Trust related assets at fair value as of December 31, 2009 and 2008:
Non-Master
Trust Related Assets at Fair Value as of December 31, 2009
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Level 1
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Level 2
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Level 3
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Total
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Notes receivable from participants
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$
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$
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$
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600,838
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$
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600,838
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Non-Master Trust Related Assets at Fair Value as of December 31, 2008
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Level 1
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Level 2
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Level 3
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Total
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Notes receivable from participants
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$
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$
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$
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510,135
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$
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510,135
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12
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
The table below sets forth a summary of changes in the fair value of the Plans non-Master Trust
related Level 3 assets for the years ended December 31, 2009 and 2008:
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Notes Receivable
From Participants
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Balance, January 1, 2008
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$
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617,679
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New loans issued, interest earned, and repayments net
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(107,544
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)
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Balance, December 31, 2008
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510,135
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New loans issued, interest earned, and repayments net
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90,703
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Balance, December 31, 2009
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$
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600,838
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Risks and Uncertainties
Investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments
and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants account balances and the amounts reported in the
financial statements and accompanying notes.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain amounts previously reported have been reclassified to conform to the current presentation.
13
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
3. Master Trust Investment
The net assets of the Master Trust consist primarily of investments held for the Plan, the Harley-Davidson Retirement Savings Plan for Milwaukee and
Tomahawk Hourly Bargaining Unit Employees, the Harley-Davidson Retirement Savings Plan for Salaried Employees, the Harley-Davidson Retirement Savings Plan for York Hourly Bargaining Unit Employees, and the Buell Motorcycle Company Retirement Savings
Plan (collectively, the Plans). The net assets have been allocated among the Plans based on the respective participants interest, adjusted for other allocable assets and liabilities.
A summary of the Master Trusts net assets at December 31 is as follows:
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2009
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2008
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Investments at fair value:
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Mutual funds:
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Equity Funds
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$
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189,435,816
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$
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132,340,706
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Balanced Funds
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150,049,841
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112,759,898
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Common trust fund:
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Managed Income Portfolio Fund
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74,461,110
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76,820,612
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Harley-Davidson, Inc. Common Stock Fund
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91,235,087
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52,026,796
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Net assets of the Master Trust at fair value
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505,181,854
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373,948,012
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Adjustment from fair value to contract value for interest in common collective trust relating to fully benefit-responsive
investment contracts
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1,384,617
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4,143,852
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Net assets of the Master Trust at contract value
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506,566,471
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378,091,864
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Less amounts allocated to other Plans
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499,076,496
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373,065,552
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Plans interest in Master Trust after contract value adjustment
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7,489,975
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5,026,312
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Plans allocated adjustment from contract value to fair value
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(13,731
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)
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(34,489
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)
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Plans interest in Master Trust at fair value
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$
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7,476,244
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$
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4,991,823
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14
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
3. Master Trust Investment (continued)
The net assets of the Harley-Davidson, Inc. Common Stock Fund consist of the following at
December 31:
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2009
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2008
|
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Harley-Davidson, Inc. common stock
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$
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90,565,046
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$
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51,396,582
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Money market fund
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737,610
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573,548
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Other (payable) receivable
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(67,569
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)
|
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56,666
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Net assets of the Harley-Davidson, Inc. Common Stock Fund
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$
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91,235,087
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$
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52,026,796
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At December 31, 2009 and 2008, the Plans interest in the
net assets of the Master Trust was between 1% to 2%.
Fair Value Measurements
The following is a description of the valuation methodologies used at December 31, 2009 and 2008, for the Master Trusts assets measured at fair
value:
Mutual funds
: Valued at the net asset value of shares held by the Master Trust at year-end.
Managed Income Portfolio Fund:
Valued at fair value, based on information provided by the issuer of the common trust fund by discounting the
related cash flows based on current yields of similar instruments with comparable durations considering the creditworthiness of the issuer of the specific instruments of the fund at year-end (see Note 2).
The fund is designed to deliver safety and stability by preserving principal and accumulating earnings. This fund is primarily invested in guaranteed
investment contracts and synthetic investment contracts. Participant-directed redemptions have no restrictions; however, the Plan is required to provide a one-year redemption notice to liquidate its entire share in the fund. The fair value of this
fund has been estimated based on the fair value of the underlying investment contracts in the fund as reported by the issuer of the fund. The fair value differs from the contract value. As previously discussed in Note 2, contract value is the
relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.
15
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
3. Master Trust Investment (continued)
Harley-Davidson, Inc. Common Stock Fund
: The fund is tracked on a unitized basis. The fund
consists of Harley-Davidson, Inc. common stock and funds held in the Fidelity Cash Reserves Fund (money market fund) sufficient to meet the funds daily cash needs and other miscellaneous assets and liabilities. Unitizing the fund allows for
daily trades. The fair value of a unit is based on the combined fair value of Harley-Davidson, Inc. common stock (closing price in an active market on which the securities are traded), the net asset value of the money market fund, and other
miscellaneous assets and liabilities held by the fund at year-end.
The methods described above may produce a fair value calculation
that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables sets forth by level, within the fair value hierarchy, the Master Trusts assets at fair value as of December 31, 2009 and
2008:
Assets at Fair Value as of December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Funds
|
|
$
|
189,435,816
|
|
$
|
|
|
$
|
|
|
$
|
189,435,816
|
Balanced Funds
|
|
|
150,049,841
|
|
|
|
|
|
|
|
|
150,049,841
|
Managed Income Portfolio Fund
|
|
|
|
|
|
74,461,110
|
|
|
|
|
|
74,461,110
|
Harley-Davidson Inc. Common Stock Fund
|
|
|
|
|
|
91,235,087
|
|
|
|
|
|
91,235,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
339,485,657
|
|
$
|
165,696,197
|
|
$
|
|
|
$
|
505,181,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value as of December 31, 2008
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Funds
|
|
$
|
132,340,706
|
|
$
|
|
|
$
|
|
|
$
|
132,340,706
|
Balanced Funds
|
|
|
112,759,898
|
|
|
|
|
|
|
|
|
112,759,898
|
Managed Income Portfolio Fund
|
|
|
|
|
|
76,820,612
|
|
|
|
|
|
76,820,612
|
Harley-Davidson Inc. Common Stock Fund
|
|
|
|
|
|
52,026,796
|
|
|
|
|
|
52,026,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
245,100,604
|
|
$
|
128,847,408
|
|
$
|
|
|
$
|
373,948,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
3. Master Trust Investment (continued)
Investment Income
Investment income has been allocated among the Plans based on the respective participants interest, adjusted for other income and losses. Investment
income generated by the investments of the Master Trust and the Plans allocated share therein are as follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
Interest and dividend income
|
|
$
|
8,933,965
|
|
|
$
|
17,498,767
|
|
Net appreciation (depreciation) in fair value of mutual funds
|
|
|
74,023,521
|
|
|
|
(155,852,408
|
)
|
Net appreciation (depreciation) in fair value of common stock - Harley-Davidson, Inc.
|
|
|
36,585,438
|
|
|
|
(76,790,652
|
)
|
|
|
|
|
|
|
|
|
|
Investment income (loss) of the Master Trust
|
|
|
119,542,924
|
|
|
|
(215,144,293
|
)
|
Less amounts allocated to other Plans
|
|
|
(117,689,505
|
)
|
|
|
212,419,766
|
|
|
|
|
|
|
|
|
|
|
Master Trust investment income (loss) allocated to the Plan
|
|
$
|
1,853,419
|
|
|
$
|
(2,724,527
|
)
|
|
|
|
|
|
|
|
|
|
4. Non-Participant-Directed Investments
Company matching contributions are invested in the Harley-Davidson, Inc. Common Stock Fund. Prior to 2008, these contributions could not be exchanged or
directed to any other investment option in the Plan until the participant reached the defined vesting period or the age of 55. In 2008, the Plan was amended to allow for the immediate exchange or redirection of matching contributions to any other
investment option in the Plan.
17
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
4. Non-Participant-Directed Investments (continued)
Information about the assets and the significant components of the changes in assets relating to the
Plans investment in the Harley-Davidson, Inc. Common Stock Fund, which includes the participant and non-participant-directed investments, is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
2009
|
|
|
2008
|
|
Investments, at fair value:
|
|
|
|
|
|
|
|
|
Harley-Davidson, Inc. common stock
|
|
$
|
1,422,151
|
|
|
$
|
642,188
|
|
Money market fund
|
|
|
11,583
|
|
|
|
7,166
|
|
Company contribution receivable
|
|
|
|
|
|
|
189,944
|
|
Other (payable) receivable
|
|
|
(1,061
|
)
|
|
|
708
|
|
|
|
|
|
|
|
|
|
|
Harley-Davidson, Inc. Common Stock Fund
|
|
$
|
1,432,673
|
|
|
$
|
840,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
2009
|
|
|
2008
|
|
Changes in fund balance:
|
|
|
|
|
|
|
|
|
Contributions
|
|
$
|
127,326
|
|
|
$
|
332,908
|
|
Interest and dividends
|
|
|
27,673
|
|
|
|
47,743
|
|
Net depreciation in fair value of common stock
|
|
|
546,769
|
|
|
|
(875,276
|
)
|
Transfers (to) from other investment funds, net
|
|
|
(50,935
|
)
|
|
|
92,904
|
|
Benefit payments and withdrawals
|
|
|
(56,986
|
)
|
|
|
(13,501
|
)
|
Administrative expenses
|
|
|
(1,180
|
)
|
|
|
(841
|
)
|
|
|
|
|
|
|
|
|
|
Net change in fund balance
|
|
$
|
592,667
|
|
|
$
|
(416,063
|
)
|
|
|
|
|
|
|
|
|
|
5. Transactions With Parties in Interest
Certain Plan investments are shares of mutual funds and units of common collective trust funds managed by Fidelity Investments. Fidelity Investments is
the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees for certain administrative expenses are generally paid by the Company. The Master Trust also holds investments in Harley-Davidson,
Inc. common stock.
18
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA and
the union bargaining agreement. In the event of plan termination, participants will become fully vested in their accounts.
7. Income Tax
Status
The Plan received a determination letter from the Internal Revenue Service dated April 5, 2001, stating that the Plan is
qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust
is tax-exempt.
8. Legal Matters
On August 25, 2005, a class action lawsuit alleging violations of ERISA was filed in the United States District Court for the Eastern District of
Wisconsin. On October 2, 2006, the ERISA plaintiff filed an Amended Class Action Complaint, which named the Company, the Harley-Davidson Motor Company Retirement Plans Committee, the Companys Leadership and Strategy Council, and certain
current or former Company officers or employees as defendants. In general, the ERISA complaint included factual allegations similar to those in shareholder class action lawsuits that Harley-Davidson, Inc. has disclosed in its publicly available
filings (that include complaints that allege securities law violations) and alleged on behalf of participants in certain Harley-Davidson retirement savings plans that the plan fiduciaries breached their ERISA fiduciary duties. On December 18,
2006, the defendants filed a motion to dismiss the ERISA complaint. On October 8, 2009, the judge granted defendants motion to dismiss, and the clerk of court entered judgment dismissing the class action lawsuit. No appeal was taken from
the final judgment, and the dismissal of the action is now final.
19
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Notes to Financial Statements (continued)
9. Reconciliation to Form 5500
The following is a reconciliation of assets available for benefits reported in the financial statements to the assets reported on the 2009 Form 5500
Schedule H, Part I:
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
Assets available for benefits reported in the financial statements
|
|
$
|
8,090,813
|
|
|
$
|
5,726,391
|
|
Adjustment to fair value from contract value for interest in Harley-Davidson Retirement Savings Plan Master Trust relating to
fully benefit-responsive investment contracts
|
|
|
(13,731
|
)
|
|
|
(34,489
|
)
|
|
|
|
|
|
|
|
|
|
Assets reported on the Form 5500
|
|
$
|
8,077,082
|
|
|
$
|
5,691,902
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of total additions to the Plans assets reported in the financial statements to the
total income reported on the 2009 Form 5500 Schedule H, Part II:
|
|
|
|
|
|
|
Year Ended
December 31
2009
|
|
Total additions reported in the financial statements
|
|
$
|
2,716,597
|
|
Add: December 31, 2008, adjustment to fair value from contract value for interest in Harley-Davidson Retirement Savings Plan
Master Trust relating to fully benefit-responsive investment contracts
|
|
|
34,489
|
|
Less: December 31, 2009, adjustment to fair value from contract value for interest in Harley-Davidson Retirement Savings
Plan Master Trust relating to fully benefit-responsive investment contracts
|
|
|
(13,731
|
)
|
|
|
|
|
|
Total income reported on Form 5500
|
|
$
|
2,737,355
|
|
|
|
|
|
|
20
Supplemental Schedule
21
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
EIN #39-1805420 Plan #006
December 31, 2009
|
|
|
|
|
|
Identity of Issue,
Borrower, Lessor,
or Similar Party
|
|
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par, or Maturity Value
|
|
Current
Value
|
|
|
|
* Plan participants
|
|
Participant loans with interest rates ranging from 4.25% to 9.50%, with various maturities through 2019. Collateralized by applicable participants account
balances.
|
|
$
|
600,838
|
|
|
|
|
|
|
*
|
Represents a party in interest.
|
22
Exhibit Index
|
|
|
Exhibit
Number
|
|
Description
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
23
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