TABLE OF CONTENTS




|                                                                               |                                                                                                         |  |  |  |  |  |  | 
|------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                                        
|                                                                               | ITEM 1. BUSINESS                                                                                       
|                                                                               | ITEM 2. PROPERTIES                                                                                     
|                                                                               | ITEM 3. LEGAL PROCEEDINGS                                                                              
|                                                                               | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                            
|PART II                                                                       
|                                                                               | ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|                                                                               | ITEM 6. SELECTED FINANCIAL DATA                                                                        
|                                                                               | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS          
|                                                                               | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA                                                     
|                                                                               | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE           
|PART III                                                                      
|                                                                               | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                            
|                                                                               | ITEM 11. EXECUTIVE COMPENSATION                                                                        
|                                                                               | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                
|                                                                               | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|PART IV                                                                       
|                                                                               | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                               
|SIGNATURES                                                                    
|INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENT SCHEDULE                  
|INDEPENDENT AUDITORS CONSENT                                                 
|CONSOLIDATED FINANCIAL STATEMENT SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
|INDEX TO EXHIBITS                                                             



---



FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)

|    |  |                                                                                     
|--- |  | ------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|   
|   
|   
|   
|    |  | For the fiscal year ended December 31, 1999                                         

OR

|     |  |                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
|    
|    
|    
|    
|     |  | For the transition period from _________ to __________                                                    

Commission file number 1-5325

HUFFY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|                                                                          |  |                                                
|------------------------------------------------------------------------- |  | -----------------------------------------------
|OHIO
(State or other jurisdiction of
incorporation or organization)       |  | 31-0326270
(I.R.S. Employer
Identification No.)
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|225 Byers Road, Miamisburg, Ohio
(Address of principal executive offices) |  | 45342
(Zip Code)                               

Registrants telephone number, including area code: (937) 866-6251

Securities registered pursuant to Section 12(b) of the Act:

|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|TITLE OF EACH CLASS           |  | NAME OF EACH EXCHANGE ON WHICH REGISTERED
|                             
|                             
|                             
|                             
|Common Stock, $1.00
Par Value |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, as of February 1, 2000, was $54,647,668.

The number of shares outstanding of each of the registrants classes of Common
Stock, as of February 1, 2000, was 10,164,583.

Index to Exhibits at page 14 of this Report

-1-



---



##### Table of Contents



DOCUMENTS INCORPORATED BY REFERENCE



|1. |  | The Huffy Corporation Annual Report of Shareholders for the year ended
December 31, 1999. Only such portions of the Annual Report as are
specifically incorporated by reference under Parts I, II and IV of this
Report shall be deemed filed as part of this Report.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Huffy Corporation Proxy Statement for its Annual Meeting of
Shareholders on April 27, 2000. Only such portions of the Proxy Statement
as are specifically incorporated by reference under Part III of this
Report shall be deemed filed as part of this Report.  




PART I




ITEM 1. BUSINESS

Huffy Corporation, an Ohio corporation formed in 1928, and its subsidiaries
(collectively called Huffy or the Company) are engaged in the design,
manufacture and sale of Consumer Products and the furnishing of Services for
Retail. The Companys executive offices are located in Miamisburg, Ohio and its
principal business offices and/or manufacturing facilities are located in San
Diego, California, Miamisburg, Ohio, and Sussex, Wisconsin.

The general development of business within each business segment (Consumer
Products and Services for Retail) is discussed in more detail below. See also
Note 15 to the Companys financial statements (Exhibit 13) for financial
information relating to each such business segment.

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | CONSUMER PRODUCTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
|
|
|
| |  | Huffy Bicycle Company including Royce Union Bicycle Company and American
Sports Design Company, and Huffy Sports Company comprise the Consumer
Products segment of the Company. Principal products within this business
segment include bicycles, basketball backboards and related products.
Sales of bicycles represented 47.0 percent, 42.7 percent and 44.4
percent of consolidated revenues of the Company for the years ended
December 31, 1999, 1998, and 1997. Sales of basketball backboards,
poles, goals and related products represented 13.7 percent, 12.1
percent, and 13.2 percent of consolidated revenues of the Company for
the years ended December 31, 1999, 1998, and 1997.
|
|
|
|
| |  | Although to date the export business is not significant, the companies
in the Consumer Products segment participate in various foreign markets
and are actively involved in expanding export volume. On April 21, 1997,
Huffy sold the assets of Gerry Baby Products Company and Gerry Wood
Products Company to Evenflo Company, Inc. On March 16, 1999, Huffy sold
substantially all of the assets of True Temper Hardware Company and all
of the shares of the capital stock of True Temper Limited to an
affiliate of U.S. Industries, Inc.                                                                                                                                                  

| |  |    |  |                                                                                                                                          
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------
| |  | a. |  | PRODUCTS, MARKETING AND DISTRIBUTION                                                                                                     
|
|
|
|
| |  |    |  | Huffy Bicycle Company: The Huffy® bicycle brand is the
largest selling brand of bicycles sold in the United States. In
September 1999, in

-2-



---



##### Table of Contents



| |  |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  |    |  | response to an unprecedented decline in Chinese
bicycle pricing, the Company announced its decision to cease its
United States manufacturing operations at its facilities located in
Southaven, Mississippi and Farmington, Missouri. These facilities
were closed in December 1999. The Company imports
Huffy® bicycles from Mexico, Taiwan and China. Included
in the Huffy® bicycle line are adult all-purpose
bicycles; adult all-terrain bicycles; a series of innovative boys
and girls 20 bicycles; a series of popular childrens 12 and 16
sidewalk bicycles; scooters and tricycles. In 1996, the Company
purchased the Rebike business which produces a line of recumbent
style bicycles and in December 1997, the Company acquired the assets
of Royce Union Bicycle Company, which holds a leading market
position in the growing sporting goods distribution channel. In
addition, in July 1999, the Company acquired the assets of American
Sports Design Company, which markets and distributes high-end
bicycles primarily available over the World Wide Web and through its
mail order catalog business. Huffy® bicycles are
extensively advertised and are sold predominantly through national
and regional high volume retailers, a distribution network
accounting for approximately 80 percent of all bicycles sold in the
United States. Approximately 80 percent of Huffy Bicycle Companys
bicycles are sold under the Huffy® brand name with the
balance being sold under private label brands.
|
|
|
|
| |  |    |  | Huffy Sports Company: Huffy Sports Company, a division of the
Company located in Sussex, Wisconsin, is a leading supplier of
basketball backboards, poles, goals, and related products and
juvenile indoor portable basketball units for use at home. In 1997,
the Company purchased the business and assets of Sure
Shot®/Hydra-Rib® which produces basketball
units for institutional and in-arena use. Huffy Sports Company
products, many of which bear the logo of the National Basketball
Association (NBA) as well as the Huffy Sports®
trademark, are sold predominately through national and regional high
volume retailers in the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | b. |  | RAW MATERIALS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
|
|
|
| |  |    |  | Basic materials such as raw steel, steel and aluminum tubing,
plastic, wood, resins, and welding materials used in the domestic
manufacturing operations are purchased primarily from domestic
sources. Alternate sources are available for all critical products
and components, but the sudden loss of any major supplier could
cause a temporary negative effect on the segments operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | c. |  | PATENTS, TRADEMARKS AND LICENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
|
|
|
| |  |    |  | The patents, trademarks (including the registered trademarks
Huffy, Huffy Sports, and Royce Union), licenses (including the
license to use the NBA logo) and other proprietary rights of the
companies in this segment are deemed important to the Company.
Generally, the NBA license has five-year terms which are
renegotiated upon termination. The loss by the Company of its rights
under any individual patent, trademark (other than Huffy), license
or other proprietary right used by this segment would not have a
material adverse effect on the Company or the segment. The Companys
patents, by law, have a limited life, and patent rights expire
periodically. The loss of the registered trademark Huffy could
have a material adverse effect on the Company and this segment. The
Company has no reason to believe that anyone has rights to either the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

-3-



---



##### Table of Contents



| |  |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |  | Huffy trademark or the products for which the Company uses
such trademarks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | d. |  | SEASONALITY AND INVENTORY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
|
|
|
| |  |    |  | Due to the relatively short lapse of time between placement of
orders for products and shipments, the Company normally does not
consider its backlog of orders as significant to this business
segment. Because of rapid delivery requirements of their customers,
the companies in this segment maintain significant quantities of
inventories of finished goods to meet their customers requirements.
Sales of bicycles are seasonal in that sales tend to be higher in
the Spring and Fall of each year. Basketball products tend to have
varying degrees of seasonality, none of which are significant to the
operations of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | e. |  | COMPETITION AND CUSTOMERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
|
|
|
| |  |    |  | In the high volume retailer bicycle business, Huffy Bicycle Company
has numerous competitors in the United States market, two of which
are major competitors. Even though competition in the bicycle
industry is intense, Huffy Bicycle Company believes that following
its transformation from a single brand manufacturer of bicycles to a
multibrand design, marketing and distribution company, it is cost
competitive in the high volume retailer bicycle market and that its
decision to import, rather than manufacture, its bicycles will allow
it to profitably maintain its leading market position. Huffy Bicycle
Companys ability to provide its customers with low cost, innovative
new products has enabled it to maintain its market position despite
the marketing efforts of domestic competitors and competitors from
Taiwan, China, and other nations. Huffy Sports Company has several
competitors of which one is currently a major competitor. Huffy
Sports Company maintains its competitive position by offering its
customers high quality, innovative products at competitive prices
and by supporting its products with outstanding customer service.
The loss by the Consumer Products segment of either of its two
largest customers could result in a material adverse effect on the
segment.

| |  |                                                                                                                                                                                                                                                                                                                                                                                 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | SERVICES FOR RETAIL                                                                                                                                                                                                                                                                                                                                                             
|
|
|
|
| |  | Huffy Service First, Inc. (HSF) and Washington Inventory Service
(WIS) each provide certain services to retailers. Inventory, assembly,
repair and merchandising services provided by WIS and HSF to their
customers represented 39.3 percent, 27.8 percent, and 26.0 percent of
consolidated revenues of the Company for the years ended December 31,
1999, 1998, and 1997.

| |  |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a. |  | PRODUCTS, MARKETING AND DISTRIBUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
|
|
|
| |  |    |  | Huffy Service First: HSF, a wholly-owned subsidiary of the Company,
headquartered in Miamisburg, Ohio, serves the needs of major
retailers in 50 states, Puerto Rico and the Virgin Islands by
providing in-store and in-home assembly and repair, and in-store
display services for a variety of products, including, among other
things, bicycles, barbeque grills, physical fitness equipment,
lawnmowers, and furniture. HSF is the only assembly service business
of this kind available to high volume retailers on a nationwide
basis. HSF also offers merchandising services (product

-4-



---



##### Table of Contents



| |  |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |  | resets and
periodic maintenance of displays) to manufacturers who supply high
volume retailers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |    |  | Washington Inventory Service: WIS, a wholly-owned subsidiary of the
Company, headquartered in San Diego, California, provides physical
inventory services on a nationwide and international basis to meet
the financial reporting and inventory control requirements of high
volume retailers, drug stores, home centers, sporting goods stores,
specialty stores and grocery stores. In 1998, WIS acquired the assets
of Inventory Auditors, Inc. to provide expanded service coverage to
national retailers. Also in 1998, WIS entered into a joint venture to
provide its inventory services in Brazil. In 1999, WIS also provided
inventory services to U.S. based customers for locations in China,
Korea and Chile. In 1999, WIS began providing such services to
Wal*Mart in Germany.
|
| |  | b. |  | SEASONALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
|
|
|
| |  |    |  | The demand for services provided by this business segment is seasonal
in that assembly service demand is generally strongest in Spring and
at the Winter holiday season, and inventory service and is generally
strongest in the first three calendar quarters of the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | c. |  | COMPETITION AND CUSTOMERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
|
|
|
| |  |    |  | Although WIS has numerous competitors in the United States market,
only one is a major competitor. HSF has numerous competitors in the
United States market, none of which is a major national competitor in
the in-store and in-home assembly service business and six of which
are major competitors in the merchandising services business. WIS and
HSF believe they remain competitive due to their nationwide network
of operations, competitive pricing and full service. The loss by the
Services for Retail Segment of either of its two largest customers
could result in a material adverse effect on the segment.                                                                                                                                                                

Sales to two customers, Kmart and Wal*Mart, aggregated over ten percent or more
of the Companys consolidated revenues from each such customer for the year
ended December 31, 1999, and the loss of either one of these customers could
have a material adverse effect on the Company and its subsidiaries as a whole.

The number of persons employed full-time by the Company (excluding seasonal
employees in the Services for Retail Segment) as of December 31, 1999, was
2,593 (400 employed by the Corporate and the Consumer Products Segment and
2,193 employed by the Services for Retail Segment).




ITEM 2. PROPERTIES:Location and general character of the principal plants and other
materially important physical properties of the Company as of February 1, 2000.

|                      |  |                                                                  |  |           |         |          |  |            |      |    
|--------------------- |  | ---------------------------------------------------------------- |  | --------- | ------- | -------- |  | ---------- | ---- | ---
|                      |  |                                                                  |  |           |         |          |  | Owned or  
|                      |  |                                                                  |  |           |         |          |  | Expiration
|                      |  | Building                                                         |  | Area      |         | Date    
|Location              |  | Description                                                      |  | (Sq. Ft.) |         | of Lease
|                      |  |                                                                  |  |           |         |         
|San Diego, California |  | Offices (Services for Retail)                                    |  |           | 30,000  |          |  |            | 2004 | (1)
|                     
|                     
|                     
|                     
|Miamisburg, Ohio      |  | Offices and display
facilities (Corporate
and Consumer Products) |  |           | 47,000  |          |  |            | 2003 | (2)
|                     
|                     
|                     
|                     
|Miamisburg, Ohio      |  | Offices and warehouse
facility (Services for
Retail)             |  |           | 42,682  |          |  |            | 2001 | (3)
|                     
|                     
|                     
|                     
|Sussex, Wisconsin     |  | Offices and manufacturing                                        |  |           | 192,000 |          |  |            | 2004 | (4)

-5-



---



##### Table of Contents





---

|(1) |  | Subject to two consecutive options to renew for additional terms of five
years each.                                                                                                                                                                                                                      
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Subject to an option to purchase during the term of or at the expiration
of the lease, and if the option is not exercised at the expiration of the
lease, the Company automatically receives an extension of the term for up
to 12 months or until the property is sold, whichever time period is
shorter.
|   
|   
|   
|   
|(3) |  | Subject to one option to renew for an additional term of five years.                                                                                                                                                                                                                                      
|   
|   
|   
|   
|(4) |  | Subject to an option to purchase during the term of or at the expiration
of the lease.                                                                                                                                                                                                                    

All of the Companys facilities are in good condition and are considered
suitable for the purposes for which they are used. The Sussex, Wisconsin
manufacturing facility normally operates on a one full shift basis, with second
shift operations scheduled as needed.




ITEM 3. LEGAL PROCEEDINGS

The Company along with numerous California water companies and other
potentially responsible parties for the Baldwin Park Operable Unit of the San
Gabriel Valley Superfund (see Note 11 to the Companys financial statements in
Exhibit 13) have been named in nine civil lawsuits which allege claims related
to the contaminated groundwater in the Azusa, California area. On March 12,
1998, the Public Utilities Commission (PUC) issued an Order Instituting
Investigation (OII), stating that because the toxic tort lawsuits relate to
water quality, public health and safety, and the operations and practices of
the public utilities subject to the PUCs jurisdiction, the PUC intends to
pursue its jurisdiction by investigating the operations and practices of the
named defendant public utilities, their compliance with the PUC standards and
policies regarding water quality, and whether those standards and policies
regarding water quality continue to be adequate to protect the public health
and safety. The PUC investigation and decision is expected to conclude in the
first half of 2000. As a result of the PUC OII, a majority of the lawsuits were
stayed pending the PUC determination. The plaintiffs appealed the decisions to
stay. Following a hearing on the matter, the Court of Appeals took the matter
under submission. In September 1999, the Court of Appeals issued preemptory
writs of mandate and three other actions to vacate stays and to reconsider
various motions, demurs and the stays in view of the Court of Appeals findings.
Petitions for review were filed before the California Supreme Court and on
December 15, 1999, the Supreme Court of California granted petitions for review
of such Court of Appeals decision. To date, the matters are in their initial
stage. It is impossible to currently predict the outcome of the litigation.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.




PART II




ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The market information and other related security holder matters pertaining to
the

-6-



---



##### Table of Contents



Common Stock of the Company set forth in Exhibit 13 under the caption
entitled Common Stock contained in the Companys Annual Report to
Shareholders for the year ended December 31, 1999, and are hereby incorporated
herein by reference.




ITEM 6. SELECTED FINANCIAL DATA

Selected unaudited financial data for each of the last five calendar years set
forth in Exhibit 13 under the caption entitled Five-Year Financial and
Operating Review (Unaudited) is contained in the Companys Annual Report to
Shareholders for the fiscal year ended December 31, 1999, and is hereby
incorported herein by reference.




ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussion and analysis of financial condition and results of operations set
forth in Exhibit 13 under the caption entitled Managements Discussion and
Analysis of Financial Conditions and Results of Operations and Note 6 (Lines of
Credit and Long-Term Obligations) to the consolidated financial statements, are
contained in the Companys Annual Report to Shareholders for the year ended
December 31, 1999, and are hereby incorporated herein by reference.




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The financial information set forth in Exhibit 13 under the captions entitled
Independent Auditors Report and Consolidated Balance Sheets, Consolidated
Statements of Operation, Consolidated Statements of Cash Flows, Consolidated
Statements of Shareholders Equity, and Notes to Consolidated Financial
Statements, is contained in the Companys Annual Report to Shareholders for the
year ended December 31, 1999, and is hereby incorporated herein by reference.
See also the information contained in Item 14 of Part IV of this Report.




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.




PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE COMPANY

The name, age and background information for each of the Companys Directors is
set forth in the section entitled ELECTION OF DIRECTORS and the table therein
contained in the Companys Proxy Statement for its 2000 Annual Meeting of
Shareholders, and is hereby incorporated herein by reference.

EXECUTIVE OFFICERS OF THE COMPANY

The Executive Officers are elected annually to their respective positions,
effective at the April meeting of the Board of Directors. The Executive
Officers of the Company at February 1, 2000, were as follows:

-7-



---



##### Table of Contents



|                   |  |     |    |          |  |                                                                 |  |               
|------------------ |  | --- | -- | -------- |  | --------------------------------------------------------------- |  | --------------
|Name               |  | Age |    | Position |  | Officer Since                                                  
|                   |  |     |    |          |  |                                                                
|Stanley H. Davis   |  |     | 52 |          |  | Vice President  Human
Resources and Organization
Development   |  | July 1997     
|                  
|                  
|                  
|                  
|Don R. Graber      |  |     | 56 |          |  | Chairman of the Board,
President and Chief
Executive Officer    |  | July 1996     
|                  
|                  
|                  
|                  
|Timothy G. Howard  |  |     | 53 |          |  | Vice President  Controller                                     |  | September 1978
|                  
|                  
|                  
|                  
|Robert W. Lafferty |  |     | 55 |          |  | Vice President  Finance,
Chief Financial Officer
and Treasurer |  | January 2000  
|                  
|                  
|                  
|                  
|Nancy A. Michaud   |  |     | 53 |          |  | Vice President  General
Counsel and Secretary                  |  | February 1993 

Prior to assuming his present position with the Company as Vice President-Human
Resources and Organization Development in July 1997, Mr. Davis was Vice
President-Human Resources and Organization Development of Triangle Wire and
Cable, Inc. (a manufacturer of wire and cable products), from July 1991 to
December 1996. From January 1997 to July 1997 he was the Vice
President-Administration of Triangle Wire and Cables successor, Ocean View
Capital, Inc., the principal business of which was winding up the business of
Triangle Wire and Cable after the sale of substantially all of its assets.

Mr. Graber served as the Companys President and Chief Operating Officer from
July 1996 to December 1997, when he assumed his present position as Chairman of
the Board, President and Chief Executive Officer. Prior to joining the Company
in 1996, Mr. Graber was President of the Worldwide Household Products Group of The Black
and Decker Corporation (engaged in the marketing and manufacture of products
used in and around the home and for commercial applications) and was also Group
Vice President of The Black and Decker Corporation itself, from 1994 to 1996.

Mr. Lafferty was elected Vice President-Finance, Chief Financial Officer and
Treasurer on January 3, 2000. Prior to such election, he served as Senior Vice
President and Chief Financial Officer of Gencor Industries, Inc. (a
manufacturer of highway construction and food processing equipment) from 1998;
prior thereto he was Senior Vice President of Hoechst Marion Roussel AG (a
pharmaceutical business) from 1996; prior thereto he was Senior Vice President,
Finance of Hoechst Marion Roussel Inc. (a pharmaceutical business).

Ms. Michaud has been employed by the Company for over 13 years. She has
served as Vice President-General Counsel for over 6 years and as Secretary
since July 1994.




ITEM 11. EXECUTIVE COMPENSATION

Information on executive compensation set forth in the section entitled
EXECUTIVE COMPENSATION and the tables therein, is contained in the Companys
Proxy Statement for its 2000 Annual Meeting of Shareholders, and is hereby
incorporated herein by reference. Notwithstanding anything to the contrary set
forth herein or in any of the Companys previous filings under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
that might incorporate future filings, including this Form 10-K, the section
entitled REPORT OF COMPENSATION COMMITTEE and the Performance Graph which is
set forth in the Companys Proxy Statement for its 2000 Annual Meeting of
Shareholders are not deemed to be incorporated by reference in this Form 10-K.

-8-



---



##### Table of Contents






ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The number of shares of Common Stock of the Company beneficially owned by each
Director and by all Directors and Officers as a group as of January 2, 2000,
set forth in the section entitled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT, and the table therein, is contained in the Companys
Proxy Statement for its 2000 Annual Meeting of Shareholders, and is hereby
incorporated herein by reference.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information on certain transactions with management set forth in the section
entitled CERTAIN RELATIONSHIPS AND OTHER RELATED TRANSACTIONS is contained in
the Companys Proxy Statement for its 2000 Annual Meeting of Shareholders, and
is hereby incorporated herein by reference.




PART IV




ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



|(a) |  | Documents
|--- |  | ---------

|    |  |                                                                                                                                                                                              
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | The following Consolidated Financial Statements of the Company
included in the Companys Annual Report to Shareholders are
incorporated by reference as part of this Report at Item 8 hereof:

| |  |                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------
| |  | Consolidated Balance Sheets as of December 31, 1999 and 1998.                                         
|
|
|
|
| |  | Consolidated Statements of Operations for the years ended
December 31, 1999, 1998, and 1997.          
|
|
|
|
| |  | Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998, and 1997.          
|
|
|
|
| |  | Consolidated Statements of Shareholders Equity for the years
ended December 31, 1999, 1998, and 1997.

|    |  |                                                                                                                                                                                                                                                                                            
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | Notes to Consolidated Financial Statements.                                                                                                                                                                                                                                                
|   
|    |  | The Annual Report to Shareholders for the year ended December 31,
1999, is not deemed to be filed as part of this Report, with the
exception of the items incorporated by reference in Items 1, 5, 6, 7
and 8 of this Report and those financial statements and notes
thereto listed above.
|   
|(2) |  | The Accountants Report on Consolidated Financial Statements
and the following Financial Statement Schedule of the Company is
included as part of this Report at Item 8 hereof:                                                                                                            
|   
|    |  | Schedule II. Valuation and Qualifying Accounts  years ended
December 31, 1999, 1998, and 1997.                                                                                                                                                                                            
|   
|    |  | All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and,
therefore, have been omitted.                                                  
|   
|(3) |  | The exhibits shown in Index to Exhibits are filed as a part
of this Report.                                                                                                                                                                                                              

(b) Reports on Form 8-K

During the fiscal quarter ended December 31, 1999, the Company filed no report
on Form 8-K.

-9-



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

HUFFY CORPORATION

|   |                                                                                                                       |  |                        
|-- | --------------------------------------------------------------------------------------------------------------------- |  | -----------------------
|By | /s/ Don R. Graber                                                                                                     |  | Date: February 10, 2000
|   |                                                                                                                      
|   | Don R. Graber
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer
and Director)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                                                                                                 |  |                        
|---------------------------------------------------------------------------------------------------------------- |  | -----------------------
|/s/ Timothy G. Howard                                                                                           
|Timothy G. Howard
Vice President - Controller
(Principal Accounting Officer)                                     |  | Date: February 10, 2000
|/s/ Robert W. Lafferty                                                                                          
|Robert W. Lafferty
Vice President  Finance, Chief
Financial Officer and Treasurer
(Principal Financial Officer) |  | Date: February 10, 2000
|/s/ William A. Huffman                                                                                          
|William A. Huffman, Director                                                                                     |  | Date: February 10, 2000
|/s/ Linda B. Keene                                                                                              
|Linda B. Keene, Director                                                                                         |  | Date: February 10, 2000
|/s/ Jack D. Michaels                                                                                            
|Jack D. Michaels, Director                                                                                       |  | Date: February 10, 2000
|/s/ Donald K. Miller                                                                                            
|Donald K. Miller, Director                                                                                       |  | Date: February 10, 2000
|/s/ James F. Robeson                                                                                            
|James F. Robeson, Director                                                                                       |  | Date: February 10, 2000
|/s/ Patrick W. Rooney                                                                                           
|Patrick W. Rooney, Director                                                                                      |  | Date: February 10, 2000
|/s/ Thomas C. Sullivan                                                                                          
|Thomas C. Sullivan, Director                                                                                     |  | Date: February 10, 2000
|/s/ Joseph P. Viviano                                                                                           
|Joseph P. Viviano, Director                                                                                      |  | Date: February 10, 2000

-10-



---



##### Table of Contents






INDEPENDENT AUDITORS REPORT
ON FINANCIAL STATEMENT SCHEDULE

The Board of Directors,
Huffy Corporation:

Under date of February 3, 2000, we reported on the consolidated balance sheets
of Huffy Corporation and subsidiaries as of December 31, 1999, and 1998, and
the related consolidated statements of operations, shareholders equity, and
cash flows for each of the years in the three-year period ended December 31,
1999, as contained in the 1999 Annual Report to Shareholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the year 1999. In connection
with our audits of the aforementioned consolidated financial statements, we
also have audited the related consolidated financial statement schedule as
listed in Part IV, Item 14(a)(2) of Form 10-K. The financial statement schedule
is the responsibility of the Companys management. Our responsibility is to
express an opinion on the financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

|                 |  |             
|---------------- |  | ------------
|Cincinnati, Ohio |  | /s/ KPMG LLP
|                
|                
|                
|                
|February 3, 2000 |  | KPMG LLP    

-11-



---



##### Table of Contents






INDEPENDENT AUDITORS CONSENT

The Board of Directors,
Huffy Corporation:

We consent to the incorporation by reference in the Registration Statements,
and the Prospectuses constituting part thereof, of (i) the Form S-8
Registration Statement (No. 333-62903) pertaining to the Master Deferred
Compensation Plan; (ii) the Form S-8 Registration Statement (No. 333-52095)
pertaining to the 1998 Director Stock Option Plan, the 1998 Key Employee Stock
Plan, and the 1998 Restricted Share Plan; (iii) the Form S-8 Registration
Statement (No. 333-52077) pertaining to the 1998 Key Employee Non-Qualified
Stock Plan (iv) the Form S-8 Registration Statement (No. 33-25487) pertaining
to the 1988 Stock Option Plan and Restricted Share Plan; (v) the Form S-8
Registration Statement (No. 33-25143) pertaining to the 1987 Director Stock
Option Plan; (vi) the Form S-8 Registration Statement (Nos. 33-28811 and
33-42724) pertaining to the 1989 Employee Stock Purchase Plan; (vii) the Form
S-8 Registration Statement (No. 33-44571) pertaining to five company savings
plans and (viii) the Form S-8 Registration Statement (No. 33-60900) pertaining
to the W.I.S. Savings Plan of our report dated February 3, 2000, relating to
the consolidated balance sheets of Huffy Corporation and subsidiaries as of
December 31, 1999 and 1998 and the related consolidated statements of
operations, shareholders equity, and cash flows for each of the years in the
three-year period ended December 31, 1999, which report appears in the 1999
Annual Report to Shareholders, which is incorporated by reference in the
Companys 1999 Annual Report on Form 10-K and our report dated February 3,
2000, relating to the financial statement schedule for each of the years in the
three-year period ended December 31, 1999, which report appears in the
Companys 1999 Annual Report on Form 10-K.

|                 |  |             
|---------------- |  | ------------
|Cincinnati, Ohio |  | /s/ KPMG LLP
|                
|                
|                
|                
|February 3, 2000 |  | KPMG LLP    

-12-



---



##### Table of Contents






HUFFY CORPORATION
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS

(DOLLAR AMOUNTS IN THOUSANDS)

|                                                   |                                  |  |            |       |            |  |            |       |           |  |         |        |   |  |  |       | 
|-------------------------------------------------- | -------------------------------- |  | ---------- | ----- | ---------- |  | ---------- | ----- | --------- |  | ------- | ------ | - |  |  | ----- | 
|                                                   |                                  |  |            |       |            |  | Additions 
|                                                   |                                  |  | Balance at |       | Charged to |  |            |       |           |  | Balance
|                                                   |                                  |  | Beginning  |       | Costs and  |  | Deductions |       | at end   
|                                                   |                                  |  | of Period  |       | Expenses   |  | (Note)     |       | of Period
|                                                   |                                  |  |            |       |            |  |            |       |          
|Reserves deducted from assets to
which they apply:
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Allowance for doubtful accounts:
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Year ended December 31, 1999     |  | $          | 2,095 |            |  |            | 725   |           |  |         | (898   | ) |  |  | 1,922 | 
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Year ended December 31, 1998     |  | $          | 2,065 |            |  |            | 409   |           |  |         | (379   | ) |  |  | 2,095 | 
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Year ended December 31, 1997     |  | $          | 1,115 |            |  |            | 1,905 |           |  |         | (955   | ) |  |  | 2,065 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Inventory obsolescence:                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Year ended December 31, 1999     |  | $          | 2,518 |            |  |            | 8,074 |           |  |         | (8,972 | ) |  |  | 1,620 | 
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Year ended December 31, 1998     |  | $          | 2,292 |            |  |            | 787   |           |  |         | (561   | ) |  |  | 2,518 | 
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Year ended December 31, 1997     |  | $          | 1,346 |            |  |            | 2,389 |           |  |         | (1,443 | ) |  |  | 2,292 | 

|      |  |                                                                                                                                                                     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note: |  | Represents accounts written off, less recoveries for allowance for doubtful accounts. Represents
inventory written off, less scrap value for inventory obsolescence.

-13-



---



##### Table of Contents






INDEX TO EXHIBITS

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |          
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Form 10-K
|No.     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Exhibits 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |          
|3.a     |  | Amended Articles of Incorporation, dated June 16, 1995,
incorporated by reference to Exhibit (3)(i) to Form 10-Q
for the quarter ended June 30, 1995                                                                                                                                                                                                                                                                                                                                                                                        |  | *        
|       
|       
|       
|       
|3.b     |  | Code of Regulations, as amended, dated April 28, 1995,
incorporated by reference to Exhibit (3)(ii) to Form 10-Q
for the quarter ended June 30, 1995                                                                                                                                                                                                                                                                                                                                                                                        |  | *        
|       
|       
|       
|       
|4.a     |  | Specimen Common Stock Certificate of Huffy Corporation,
incorporated by reference to Exhibit 4(a) to Form 10-K
for the year ended December 31, 1997                                                                                                                                                                                                                                                                                                                                                                                         |  | *        
|       
|       
|       
|       
|4.b     |  | Rights Agreement, dated as of December 16, 1988, as amended
August 23, 1991, and as amended and restated as of
December 9, 1994, between Huffy Corporation and
Bank One, Indianapolis, National Association, incorporated
by reference to Form 8-K, dated December 22, 1994                                                                                                                                                                                                                                                                 |  | *        
|       
|       
|       
|       
|4.c     |  | Amendment appointing Harris Trust and Savings Bank Successor
Rights Agent, dated as of June 10, 1997, to Rights Agreement
as amended and restated as of December 9, 1994, between Huffy
Corporation and Bank One, Indianapolis, National Association                                                                                                                                                                                                                                                                                        |  | ***      
|       
|       
|       
|       
|4.d     |  | Credit Agreement, dated as of April 21, 1992, among Huffy
Corporation, Bank One, Dayton, N.A., NBD Bank, N.A., Security
Pacific National Bank, and Society National Bank, individually
and as agent, in connection with revolving loans up to an
aggregate amount of $50,000,000 to Huffy Corporation,
incorporated by reference to Exhibit (4)(g) to Form 10-K
for the fiscal year ended December 31, 1992                                                                                                                                 |  | *        
|       
|       
|       
|       
|4.e     |  | Promissory Note, dated as of April 29, 1998, between Huffy
Corporation and National City Bank                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | ***      
|       
|       
|       
|       
|4.f     |  | Credit Agreement, dated as of April 30, 1999, between Fifth
Third Bank, Western Ohio, and Huffy Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | ***      
|       
|       
|       
|       
|4.g     |  | Intercreditor and Subordination Agreement, dated January 26, 2000,
among Huffy Corporation and its subsidiaries, Congress Financial
Corporation, and Keybank National Association, Bank One, N.A.,
Bank of America, N.A., Fifth Third Bank-Western Ohio, National
City Bank, and the Prudential Insurance Company of America
(Huffys existing lenders) and Selco Service Corporation,
and Asset Holding Company VI, LLC, incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K dated
February 4, 2000 |  | *        



---

|*   |  | Indicates that the exhibit is incorporated by reference into this Annual
Report on Form 10-K from a previous filing with the Commission.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|*** |  | Indicates that the exhibit is included as part of this Annual Report on
Form 10-K for the year ended December 31, 1999.                 

-14-



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Form 10-K
|No.     |  |                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Exhibits 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          
|4.h     |  | Loan and Security Agreement, dated January 26, 2000, among Huffy
Corporation and its subsidiaries, Congress Financial Corporation
and Huffys existing lenders, incorporated by reference to
Exhibit 10.2 to the Registrants Current Report on Form 8-K dated
February 4, 2000                                                                                                                                            |  | *        
|       
|       
|       
|       
|4.i     |  | Credit Agreement, dated January 26, 2000, among Huffy Corporation
and its subsidiaries and its existing lenders, incorporated by
reference to Exhibit 10.3 to the Registrants Current Report on
Form 8-K dated February 4, 2000                                                                                                                                                                                           |  | *        
|       
|       
|       
|       
|4.j     |  | Restructuring Agreement, dated January 26, 2000, among Huffy
Corporation, its existing lenders, Selco Service Corporation
and Asset Holdings Company VI, LLC, incorporated by reference to
Exhibit 10.4 to the Registrants Current Report on Form 8-K dated
February 4, 2000                                                                                                                                              |  | *        
|       
|       
|       
|       
|10.a    |  | Lease, effective as of December 29, 1993, between SELCO
Service Corporation and Huffy Corporation, incorporated
by reference to Exhibit (10)(c) to Form 10-K for the
fiscal year ended December 31, 1993                                                                                                                                                                                                                   |  | *        
|       
|       
|       
|       
|10.b    |  | First Amendment to Lease Agreement, effective January 26, 2000,
to the Lease Agreement, effective December 29, 1993, between
SELCO Service Corporation and Huffy Corporation                                                                                                                                                                                                                                               |  | ***      
|       
|       
|       
|       
|10.c    |  | Lease and Development Agreement, dated as of May 29, 1996,
between Asset Holding Company VI, LLC and Huffy Corporation                                                                                                                                                                                                                                                                                                     |  | ***      
|       
|       
|       
|       
|10.d    |  | Participation Agreement, dated as of May 29, 1996, among
Asset Holdings Company VI, LLC, Huffy Corporation, and
Bank One, Dayton, N.A.                                                                                                                                                                                                                                                                                     |  | ***      
|       
|       
|       
|       
|10.e    |  | Special Deferred Compensation Agreements, as amended,
between Huffy Corporation and certain of its officers
and key employees, in substantially the forms incorporated
by reference to Exhibit (ix) to Form 10-K for the fiscal
year ended June 24, 1977, to Exhibit (2) to Form 10-Q for
the fiscal quarter ended September 23, 1983, and to Exhibit
(19)(c) to Form 10-Q for the fiscal quarter ended
September 30, 1986 |  | *        
|       
|       
|       
|       
|10.f    |  | Deferred Compensation Agreements, as amended, between Huffy
Corporation and certain of its officers and key employees,
in substantially the forms incorporated by reference to
Exhibit (vi) to Form 10-K for the fiscal year ended
June 29, 1979, and to Exhibit (3) to Form 10-Q for
the fiscal quarter ended September 23, 1983                                                                                          |  | *        
|       
|       
|       
|       
|10.g    |  | Master Deferred Compensation Plan, incorporated by
reference to Exhibit 4 to Form S-8, dated August 28, 1998                                                                                                                                                                                                                                                                                                               |  | *        



---

|*   |  | Indicates that the exhibit is incorporated by reference into this Annual
Report on Form 10-K from a previous filing with the Commission.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|*** |  | Indicates that the exhibit is included as part of this Annual Report on
Form 10-K for the year ended December 31, 1999.                 

-15-



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                     |  |          
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                     |  | Form 10-K
|No.     |  |                                                                                                                                                                                                                                                                                                                                                     |  | Exhibits 
|        |  |                                                                                                                                                                                                                                                                                                                                                     |  |          
|10.h    |  | Form of Severance Pay Agreements, as revised and
restated, between Huffy Corporation and its Officers,
incorporated by reference to Exhibit 10.e to Form 10-K for
the fiscal year ended December 31, 1997                                                                                                                                           |  | *        
|       
|       
|       
|       
|10.i    |  | Long Term Incentive Compensation Program, incorporated by
reference to Exhibit 10.g to Form 10-K for the fiscal
year ended December 31, 1997                                                                                                                                                                                                        |  | *        
|       
|       
|       
|       
|10.j    |  | Huffy Corporation Capital Accumulation Plan Participation
Agreement, between Huffy Corporation and certain of its
officers, in substantially the forms incorporated by
reference to Exhibit (19)(a) to Form 10-Q for the fiscal
quarter ended September 30, 1985, and to Exhibit 19(b)
to Form 10-Q for the fiscal quarter ended September 30, 1986 |  | *        
|       
|       
|       
|       
|10.k    |  | Huffy Corporation Capital Accumulation Program Participation
Agreement, between Huffy Corporation and certain of its
directors, in substantially the forms incorporated by
reference to Exhibit (19)(b) to Form 10-Q for the
fiscal quarter ended September 30, 1985, and
to Exhibit 19(b) to Form 10-Q for the fiscal
quarter ended June 30, 1986  |  | *        
|       
|       
|       
|       
|10.l    |  | Description of supplemental group life insurance arrangement
between Huffy Corporation and certain officers and key
employees, incorporated by reference to Exhibit (10)(aa)
to Form 10-K for the fiscal year ended December 31, 1991                                                                                                               |  | *        
|       
|       
|       
|       
|10.m    |  | Description of financial planning and tax preparation
services, and automobile allowances, between Huffy Corporation
and certain officers and key employees                                                                                                                                                                                         |  | ***      
|       
|       
|       
|       
|10.n    |  | Performance Incentive Plan of Huffy Corporation                                                                                                                                                                                                                                                                                                     |  | ***      
|       
|       
|       
|       
|10.o    |  | Supplemental Benefit Agreement, dated as of June 21, 1996,
between Huffy Corporation and Don R. Graber, incorporated
by reference to Exhibit 10.u to Form 10-K for the fiscal
year ended December 31, 1996                                                                                                                                          |  | *        
|       
|       
|       
|       
|10.p    |  | Supplemental/Excess Benefit Plan, dated as of January 1, 1988,
incorporated by reference to Exhibit (10)(aa) to Form 10-K
for the fiscal year ended December 31, 1987                                                                                                                                                                               |  | *        
|       
|       
|       
|       
|10.q    |  | First Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan, effective as of January 1, 1988,
incorporated by reference to Exhibit (10)(ee) to
Form 10-K for the fiscal year ended December 31, 1990                                                                                                                                      |  | *        
|       
|       
|       
|       
|10.r    |  | Second Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan, dated as of June 30, 1991, incorporated
by reference to Exhibit (10)(y) to Form 10-K for the fiscal
year ended December 31, 1994                                                                                                                                            |  | *        



---

|*   |  | Indicates that the exhibit is incorporated by reference into this Annual
Report on Form 10-K from a previous filing with the Commission.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|*** |  | Indicates that the exhibit is included as part of this Annual Report on
Form 10-K for the year ended December 31, 1999.                 

-16-



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                |  |          
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------
|Exhibit |  |                                                                                                                                                                                                                                |  | Form 10-K
|No.     |  |                                                                                                                                                                                                                                |  | Exhibits 
|        |  |                                                                                                                                                                                                                                |  |          
|10.s    |  | Third Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan, dated as of June 27, 1994, incorporated by
reference to Exhibit (10)(2) to Form 10-K for the fiscal
year ended December 31, 1994                        |  | *        
|       
|       
|       
|       
|10.t    |  | Fourth Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan dated as of May 26, 1995, incorporated by
reference to Exhibit 10.s to Form 10-K for the fiscal
year ended December 31, 1997                            |  | *        
|       
|       
|       
|       
|10.u    |  | Fifth Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan, effective as of July 15, 1996, incorporated
by reference to Exhibit 10.z to Form 10-K for the fiscal
year ended December 31, 1996                       |  | *        
|       
|       
|       
|       
|10.v    |  | Sixth Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan, effective as of June 15, 1997,
incorporated by reference to Exhibit 10.u to
Form 10-K for the fiscal year ended December 31, 1997                       |  | *        
|       
|       
|       
|       
|10.w    |  | Seventh Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan, effective as of December 22, 1997,
incorporated by reference to Exhibit 10.v to
Form 10-K for the fiscal year ended December 31, 1997                 |  | *        
|       
|       
|       
|       
|10.x    |  | Eighth Amendment to Huffy Corporation Supplemental/Excess
Benefit Plan, effective as of February 12, 1998                                                                                                                      |  | ***      
|       
|       
|       
|       
|10.y    |  | Huffy Corporation 1998 Restricted Share Plan,
effective April 17, 1998, incorporated by reference
to Exhibit 3 to the Companys Proxy Statement dated
March 5, 1998 for the Annual Meeting of Shareholders
held April 17, 1998 |  | *        
|       
|       
|       
|       
|10.z    |  | Form of Restricted Share Agreements between Huffy
Corporation and its Officers, incorporated by
reference to Exhibit 10.w to Form 10-K for the
fiscal year ended December 31, 1997                                             |  | *        
|       
|       
|       
|       
|10.aa   |  | Huffy Corporation Master Benefit Trust Agreement as
Restated, dated June 9, 1995, incorporated by
reference to Exhibit 10.aa for Form 10-K for the
fiscal year ended December 31, 1995                                         |  | *        
|       
|       
|       
|       
|10.bb   |  | First Amendment to Huffy Corporation Master Benefit
Trust Agreement as Restated, effective as of
July 25, 1996, incorporated by reference to
Exhibit 10.bb to Form 10-K for the fiscal year
ended December 31, 1996            |  | *        



---

|*   |  | Indicates that the exhibit is incorporated by reference into this Annual
Report on Form 10-K from a previous filing with the Commission.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|*** |  | Indicates that the exhibit is included as part of this Annual Report on
Form 10-K for the year ended December 31, 1999.                 

-17-



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |          
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Form 10-K
|No.     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Exhibits 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |          
|10.cc   |  | Amendment No. 2 to Huffy Corporation Master Benefit
Trust Agreement, dated January 2, 1998, incorporated
by reference to Exhibit 10.z to Form 10-K for the
fiscal year ended December 31, 1998                                                                                                                                                                                                                                                    |  | *        
|       
|       
|       
|       
|10.dd   |  | Third Amendment to Huffy Corporation Master Benefit
Trust Agreement, as Restated, effective August 20, 1998,
incorporated by reference to Exhibit 10.aa to Form 10-K
for the fiscal year ended December 31, 1998                                                                                                                                                                                                                                  |  | *        
|       
|       
|       
|       
|10.ee   |  | Huffy Corporation 1987 Director Stock Option Plan,
incorporated by reference to Exhibit 19(a) to
Form 10-Q for the fiscal quarter ended June 30, 1988                                                                                                                                                                                                                                                                                             |  | *        
|       
|       
|       
|       
|10.ff   |  | First Amendment to Huffy Corporation 1987 Director Stock Option
Plan, effective as of April 30, 1991, incorporated by
reference to Exhibit (10)(nn) to Form 10-K for the fiscal
year ended December 31, 1991                                                                                                                                                                                                                                      |  | *        
|       
|       
|       
|       
|10.gg   |  | Second Amendment to Huffy Corporation 1987 Director Stock
Option Plan, effective as of December 15, 1991,
incorporated by reference to Exhibit (10)(oo) to
Form 10-K for the fiscal year ended December 31, 1991                                                                                                                                                                                                                                  |  | *        
|       
|       
|       
|       
|10.hh   |  | Third Amendment to Huffy Corporation 1987 Director
Stock Option Plan, effective as of February 15, 1996,
incorporated by reference to Exhibit 10.ff to
Form 10-K for the fiscal year ended December 31, 1996                                                                                                                                                                                                                                      |  | *        
|       
|       
|       
|       
|10.ii   |  | Huffy Corporation 1998 Director Stock Option Plan,
effective April 17, 1998, incorporated by reference
to Exhibit 1 to the Companys Proxy Statement dated
March 5, 1998 for the Annual Meeting of Shareholders
held April 17, 1998                                                                                                                                                                                                               |  | *        
|       
|       
|       
|       
|10.jj   |  | Huffy Corporation 1988 Stock Option Plan and
Restricted Share Plan, as amended, incorporated by
reference to Exhibit 19(b) to Form 10-Q for
the fiscal quarter ended June 30, 1988; to Exhibit A
to the Companys Proxy Statement dated March 13, 1992 for
the Annual Meeting of Shareholders held April 24, 1992;
and to Annex I to the Companys Proxy Statement dated
March 7, 1996 for the Annual Meeting of Shareholders
held April 26, 1996 |  | *        
|       
|       
|       
|       
|10.kk   |  | Third Amendment to Huffy Corporation 1988 Stock Option
Plan and Restricted Share Plan, effective October 22, 1998,
incorporated by reference to Exhibit 10.hh to Form 10-K
for the fiscal year ended December 31, 1998                                                                                                                                                                                                                            |  | *        



---

|*   |  | Indicates that the exhibit is incorporated by reference into this Annual
Report on Form 10-K from a previous filing with the Commission.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|*** |  | Indicates that the exhibit is included as part of this Annual Report on
Form 10-K for the year ended December 31, 1999.                 

-18-



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                    |  |           |  |  |  |    
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- |  |  |  | ---
|Exhibit |  |                                                                                                                                                                                                                                                    |  | Form 10-K
|No.     |  |                                                                                                                                                                                                                                                    |  | Exhibits 
|        |  |                                                                                                                                                                                                                                                    |  |          
|10.ll   |  | Huffy Corporation 1998 Key Employee Stock Plan, effective
April 17, 1998, incorporated by reference to Exhibit 2
to the Companys Proxy Statement dated March 5, 1998 for
the Annual Meeting of Shareholders held April 17, 1998                   |  |           |  |  |  | *  
|       
|       
|       
|       
|10.mm   |  | First Amendment to Huffy Corporation 1998 Key Employee
Stock Plan, effective October 22, 1998, incorporated
by reference to Exhibit 10.jj to Form 10-K for the
fiscal year ended December 31, 1998                                                 |  |           |  |  |  | *  
|       
|       
|       
|       
|10.nn   |  | Form of Subscription Agreement between Huffy
Corporation and Don R. Graber, incorporated by
reference to Exhibit 10.ee to Form 10-K for the fiscal year
ended December 31, 1997                                                                    |  |           |  |  |  | *  
|       
|       
|       
|       
|10.oo   |  | Huffy Corporation 1990 Directors Retirement Plan
incorporated by reference to Exhibit (10)(qq) to
Form 10-K for the fiscal year ended December 31, 1991                                                                                           |  |           |  |  |  | *  
|       
|       
|       
|       
|10.pp   |  | First Amendment to Huffy Corporation 1990 Directors
Retirement Plan, effective as of February 15, 1996,
incorporated by reference to Exhibit 10.ii to
Form 10-K for the fiscal year ended December 31, 1996                                       |  |           |  |  |  | *  
|       
|       
|       
|       
|10.qq   |  | Second Amendment to Huffy Corporation 1990 Directors
Retirement Plan, effective as of February 15, 1996,
incorporated by reference to Exhibit 10.jj to Form 10-K
for the fiscal year ended December 31, 1996                                      |  |           |  |  |  | *  
|       
|       
|       
|       
|10.rr   |  | Asset Purchase Agreement, dated March 16,1999, by and among
True Temper Hardware Company, Huffy Corporation, and
U.S. Industries, Inc., incorporated by reference to Exhibit 2
to the Registrants Current Report on Form 8-K
dated March 30, 1999 |  |           |  |  |  | *  
|       
|        |  | OTHER FILINGS                                                                                                                                                                                                                                     
|       
|13.     |  | Certain sections of the Annual Report to Shareholders for
fiscal year ended December 31, 1999                                                                                                                                                      |  |           |  |  |  | ***
|       
|       
|       
|       
|18.a    |  | Independent Auditors KPMG LLP Preferability Letter dated
February 3, 2000                                                                                                                                                                          |  |           |  |  |  | ***
|       
|       
|       
|       
|19.     |  | Schedule of certain documents substantially identical to
filed documents with parties thereto and other material
differing details                                                                                                                 |  |           |  |  |  | ***



---

|*   |  | Indicates that the exhibit is incorporated by reference into this Annual
Report on Form 10-K from a previous filing with the Commission.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|*** |  | Indicates that the exhibit is included as part of this Annual Report on
Form 10-K for the year ended December 31, 1999.                 

-19-



---



##### Table of Contents



|        |  |                                                                 |  |           |  | 
|------- |  | --------------------------------------------------------------- |  | --------- |  | 
|Exhibit |  |                                                                 |  | Form 10-K
|No.     |  |                                                                 |  | Exhibits 
|        |  |                                                                 |  |          
|21.     |  | List of all direct and indirect Subsidiaries of the registrant:

|                                 |  |                    
|-------------------------------- |  | -------------------
|                                 |  | Jurisdiction in    
|Name of Subsidiary               |  | which Incorporated 
|                                 |  |                    
|Hufco  Delaware Company         |  | Delaware           
|                                
|                                
|                                
|                                
|Huffy FSC, Inc.                  |  | Virgin Islands     
|                                
|                                
|                                
|                                
|Huffy International Finance, N.V |  | Netherland Antilles
|                                
|                                
|                                
|                                
|Huffy Risk Management, Inc.      |  | Ohio               
|                                
|                                
|                                
|                                
|Huffy Service First, Inc.        |  | Ohio               
|                                
|                                
|                                
|                                
|Huffy Sports, Inc.               |  | Wisconsin          
|                                
|                                
|                                
|                                
|Royce Union Bicycle Company      |  | Ohio               
|                                
|                                
|                                
|                                
|HCAC, Inc.                       |  | Ohio               
|                                
|                                
|                                
|                                
|Washington Inventory Service     |  | California         
|                                
|                                
|                                
|                                
|American Sports Design Company   |  | Ohio               
|                                
|                                
|                                
|                                
|Huffy Brands Company             |  | Ohio               

|     |  |                                                                                                                           |  | 
|---- |  | ------------------------------------------------------------------------------------------------------------------------- |  | 
|27.  |  | Financial Data Schedules                                                                                                  |  | 
|    
|    
|    
|    
|99.a |  | Cautionary Statement for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act
of 1995 |  | 



---

|*   |  | Indicates that the exhibit is incorporated by reference into this Annual
Report on Form 10-K from a previous filing with the Commission.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|*** |  | Indicates that the exhibit is included as part of this Annual Report on
Form 10-K for the year ended December 31, 1999.                 

-20-