SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(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, 2001
_____________________ or
[ ] Transition Report Pursuant to Section 13 or 15d of the Securities
Exchange Act of 1934 [Fee Required]
For the transition period from _____________ to ________
Commission file Number 333-37550
Harley-Davidson Motorcycle Trusts
(as Issuer of the Securities)
Harley-Davidson Credit Corp.
(as sponsor of the Trusts)
(Exact name of registrant as specified in its charter)
Nevada 88-0292891
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4150 Technology Way
Carson City, Nevada 98706
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800)699-2336
Securities registered pursuant to Section 12(b) of the Act
NONE
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 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.
x Yes No
PART I
Item 2. Properties
See Exhibit 99.1 and Exhibit 99.2.
Item 3. Legal Proceedings
There were no legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Security Holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder matters
There were less than 300 participants per trust in the DTC system holding
positions in the Cede Certificates as of December 31, 2001.
The following were Noteholders of record as of the end of the reporting
year.
Harley-Davidson Motorcycle Trusts:
Series 2001-1 Class A-1 Cede & Co.
Series 2001-1 Class A-2 Cede & Co.
Series 2001-1 Class B Cede & Co.
Series 2001-2 Class A-1 Cede & Co.
Series 2001-2 Class A-2 Cede & Co.
Series 2001-2 Class B Cede & Co.
Series 2001-3 Class A-1 Cede & Co.
Series 2001-3 Class A-2 Cede & Co.
Series 2001-3 Class B Cede & Co.
There is no established public trading market for the Notes.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures Information required by Item 304 of Reg. S-K.
There were no changes in and/or disagreements with Accountants on
Accounting and Financial Disclosures.
PART IV
Item 12. Security Ownership of Certain Beneficial Owners and Management
The Notes are represented by one or more notes registered in the name of
Cede & Co., the nominee of The Depository Trust Company. An investor
holding Notes is not entitled to receive a certificate representing such
Note, except in limited circumstances. Accordingly, Cede & Co. is the
sole holder of Notes, which it holds on behalf of brokers, dealers,
banks and other participants in the DTC system. Such participants may
hold Notes for their own accounts or for the accounts of their customers.
The address of Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
Item 13. Certain Relationships and Related Transactions.
There has not been, and there is not currently proposed, any transactions
or series or transactions, to which any of the Trust, the Registrant,
the Trustee or the Servicer is a party with any Noteholder who, to the
knowledge of the Registrant and Servicer, owns of record or beneficially
more than five percent of the Notes.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Not Applicable
2. Not Applicable
3. Exhibits
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance.
99.3 Annual Independent Public
Accountant's Servicing Report.
(b) Reports on Form 8-K
The Registrant has filed Current Reports on Form 8-K
with the Securities and Exchange Commission dated June 15, 2001,
July 16, 2001, August 15, 2001, September 17, 2001
October 15, 2001, November 15, 2001 and December 17, 2001.
(c) See (a) 3 above
(d) Not Applicable
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.
Harley-Davidson Motorcycle Trusts
Harley Davidson Credit Corp.
(as sponsor of the Trusts)
By: /s/ Perry A. Glassgow
Vice President and Treasurer
Date: March 29, 2002
EXHIBIT INDEX
Exhibit Number Description
99.1 Annual Summary Statement
99.2 Annual Statement of Compliance
99.3 Report of Independent Accountants
EXHIBIT 99.1 -- Summary of Aggregate Amounts or End of Year
Amounts for the period ending December 31, 2001
Harley-Davidson Motorcycle Trust 2001-1
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 278,706,945.07
Principal Collections 84,980,770.43
Interest Collections 28,953,420.70
Liquidation Proceeds 650,903.74
Realized Net Losses 1,450,645.02
Servicer Fees 2,280,899.85
Trustee Fees 6,158.87
Class A-1 Balance 138,071,597.80
Class A-2 Balance 126,700,000.00
Class B Balance 13,935,347.26
Class A-1 Principal 82,928,402.21
Class A-2 Principal 0.00
Class B Principal 4,364,652.76
Class A-1 Interest 6,150,046.77
Class A-2 Interest 4,803,795.33
Class B Interest 622,027.94
30 Delinquent % 2.883%
60 Delinquent % 0.945%
90 Delinquent % 0.746%
Harley-Davidson Motorcycle Trust 2001-2
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 348,276,250.67
Principal Collections 51,443,905.60
Interest Collections 16,835,824.01
Liquidation Proceeds 66,305.06
Realized Net Losses 158,181.14
Servicer Fees 1,342,423.04
Trustee Fees 3,967.13
Class A-1 Balance 192,862,438.13
Class A-2 Balance 138,000,000.00
Class B Balance 17,413,812.54
Class A-1 Principal 49,137,561.87
Class A-2 Principal 0.00
Class B Principal 2,586,187.46
Class A-1 Interest 3,363,511.08
Class A-2 Interest 2,605,440.00
Class B Interest 342,802.25
30 Delinquent % 1.986%
60 Delinquent % 0.682%
90 Delinquent % 0.410%
Harley-Davidson Motorcycle Trust 2001-3
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 213,858,298.58
Prefunded Amount 93,323,687.96
Principal Collections 7,761,400.21
Interest Collections 2,230,910.09
Liquidation Proceeds 0.00
Realized Net Losses 4,366.05
Servicer Fees 184,730.26
Trustee Fees 787.50
Class A-1 Balance 180,572,887.21
Class A-2 Balance 111,250,000.00
Class B Balance 15,359,099.33
Class A-1 Principal 7,427,112.79
Class A-2 Principal 0.00
Class B Principal 390,900.67
Class A-1 Interest 442,896.67
Class A-2 Interest 411,995.83
Class B Interest 53,707.50
30 Delinquent % 0.792%
60 Delinquent % 0.046%
90 Delinquent % 0.000%
EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance
March 8, 2002
Ernst & Young LLP
223 South Wacker Drive
Chicago, IL 60606
In connection with the agreed-upon procedures you have applied to the Monthly
Reports for the various Servicing Agreements listed in the attached Exhibit A
(Servicing Agreements), we have read each of your reports dated March 8, 2002
pertaining to the Servicing Agreements and, in conjunction with your procedures,
hereby confirm each of the management representations referenced in your
letters.
We have responded fully to all inquiries made to me by you during our
procedures. We have made available to your representatives all records,
documents, and other information that you have requested. All records or
documents referred to in your report are accurate reproductions of the
accounting or servicing records.
We assert that no supporting schedules have been prepared for any items
referenced with the symbol "z" in any of your schedules dated March 8, 2002.
We assert that Harley-Davidson Credit Corp. has complied with all servicing
and reporting requirements of the Servicing Agreements
Very Truly Yours,
By: /s/ Larry Hund
Larry Hund
Vice President & Chief Financial Officer
/s/ Perry Glassgow
Perry Glassgow
Vice President & Treasurer
EXHIBIT A
Securitization Trusts as of December 31, 2001
Harley-Davidson Motorcycle Trust 2001-3 - Sale and
Servicing Agreement dated December 1, 2001
Harley-Davidson Motorcycle Trust 2001-2 - Sale and
Servicing Agreement dated August 1, 2001
Harley-Davidson Motorcycle Trust 2001-1- Sale and
Servicing Agreement dated April 1, 2001
Harley-Davidson Motorcycle Trust 2000-3 - Sale and
Servicing Agreement dated November 1, 2000
Harley-Davidson Eaglemark Motorcycle Trust 2000-2 - Sale and
Servicing Agreement dated August 1, 2000
Harley-Davidson Eaglemark Motorcycle Trust 2000-1- Sale and
Servicing Agreement dated April 1, 2000
Harley-Davidson Eaglemark Motorcycle Trust 1999-3 - Sale and
Servicing Agreement dated November 1, 1999
Harley-Davidson Eaglemark Motorcycle Trust 1999-2 - Sale and
Servicing Agreement dated July 1, 1999
Harley-Davidson Eaglemark Motorcycle Trust 1999-1- Sale and
Servicing Agreement dated April 1, 1999
Harley-Davidson Eaglemark Motorcycle Trust 1998-3 - Sale and
Servicing Agreement dated November 1, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1998-2 - Sale and
Servicing Agreement dated July 1, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1998-1- Sale and
Servicing Agreement dated April 1, 1998
EXHIBIT 99.3 -- Report of the Independent Auditors
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Harley Davidson Credit Corp.,
Bank of New York Midwest Trust Company, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Harley Davidson Credit Corp.(the Company), the Servicer of Harley-
Davidson Motorcycle Trust 2001-1 (the Trust), Bank of New York Midwest Trust
Company(BONY), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist BONY and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated April 1, 2001 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, BONY, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of October 2001, we obtained from the
Company's financial management a copy of the Monthly Report dated November
15, 2001, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the September
2001 Monthly Report dated October 15, 2001 (Prior Monthly Report) and the
August 2001 Monthly Report dated September 17, 2001 (Second Prior Monthly
Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A1 Compared the amount/rate to the Prior Monthly Report and found such
amount/rate to be in agreement.
A2 Compared the rate to the Second Prior Monthly Report and found such
rate to be in agreement.
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Bank of New York November 2001
collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Bank of New York October 2001
reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a summary schedule provided by the Company's
financial management and agreed total per the summary schedule to a
copy of the Bank of New York November 2001 collection account bank
statement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a) Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(b) Recomputed and agreed amount to copies of the Bank of New York
October 2001 collection and reserve account bank statements
provided by the Company's financial management.
R(c) Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d) Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
SSA Compared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
other matters might have come to our attention that would have been reported
to you.
This letter is intended solely for the use of the Company, BONY, and
Wilmington, and is not intended to be and should not be used by anyone
other than these specified parties.
Ernst & Young LLP
March 8, 2002
Harley-Davidson Motorcycle Trust 2001-1
$221,000,000 4.65% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$126,700,000 5.27% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$18,3000,000 5.29% Harley-Davidson Motorcycle Contract Backed Notes, Class B
Monthly Report
For the Distribution Date 11/15/01
A. Calculation of the Monthly Principal
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs,308,003,672.80B
plus
B. Prefunded Amount on such day referred to in 1.A. above 0.00z
Sum of 1.A and 1.B 308,003,672.80F
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 298,170,742.66B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 0.00Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 298,170,742.66F
B.Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 9,832,930.14F
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 3,339,082.27B
D.Calculation of Note Monthly Principal Distributable Amount
1. A. Class A Note Percentage for such Distribution Date
a.For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-1 Notes is
reduced to zero 95.00%SSA
b .On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 95% until the principal amount of the Class
A-2 Notes has been reduced to zero 95.00%SSA
c.After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%SSA
B. Class B Note Percentage for such Distribution Date
a.For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-2 Notes is
reduced to zero 5.00%SSA
b .On the Distribution Date on which the principal amount of the Class A-2
Notes is reduced to zero, 5% until the principal amount of the Class
A-2 Notes has been reduced to zero 5.00%SSA
c.After the principal amount of the Class A-2 Notes have been reduced
to zero 100.00%SSA
2.Principal Distributable Amount (from B) 9,832,930.14R(a)
3.Note Monthly Principal Distributable Amount
a.Class A-1 Notes (D. 1(a) multiplied by D.2 until
Class A-1 Notes Principal Balance is zero) 9,341,283.64R(a)
b.Class A-2 Notes (D. 1(a) multiplied by D.2 until
Class A-2 Notes Principal Balance is zero) 0.00R(a)
c.Class B Notes (D. 1(c) multiplied by D.2 until
Class A-2 Notes Principal Balance is zero) 491,646.51R(a)
d.Note Principal Carryover Shortfall 0.00R(a)
e.Special Mandatory Redemption Amounts (from Pre-Funding Account as
defined in Article I of the Sale and Servicing Agreement) 0.00A1
g. Note Monthly Principal Distributable Amount (the sum of
items 3 (a), 3 (b) 3 (c) and 3 (d) 9,832,930.14F
E.Calculation of Note Monthly Interest Distributable Amount
1.Class A-1 Interest Rate 4.650%SSA
2.Class A-2 Interest Rate 5.270%SSA
3.Class B Interest Rate 5.290%SSA
4.One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 642,876.02R(a)
5.One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 556,424.17R(a)
6.One-twelfth of the Class B Interest Rate time the Class B Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 67,889.14R(a)
7.Interest Carryover Shortfall for such Distribution Date 0.00A1
8.Note Monthly Interest Distributable Amount (the sum of items 4,
5, 6) 1,267,189.33F
F.Calculation of Note Monthly Distributable Amount (sum of
D.3 (f) plus E.8.) 11,100,119.47R(a)
F1.The remaining Class A-1 Note Balance after giving effect to the
Distribution of Monthly Principal on such Distribution Date 156,562,205.52R(a)
F2.The remaining Class A-2 Note Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date 126,700,000.00R(a)
F3.The remaining Class B Note Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date 14,908,537.14R(a)
G.Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1% and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 256,669.73R(a)
2.The Indenture Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .0025% and the Principal Balance of
the Contracts as of the beginning of the related Due Period and the
Pre-Funded Amount as of the beginning of such Period; provided however,
in no event shall such fee be less than $200.00 per month) 641.67R(a)
K.Calculation of the Available Funds for Such Payment Date
1.The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i) Principal 9,523,573.70B
(ii) Interest & Fees 3,339,082.27B
b. All Net Liquidation Proceeds 181,945.24B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 0.00Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 294,330.44E
e. All amounts paid by the Seller in connection with an optional
repurchase of the Contracts described in Section 7.10 of the Sale
and Servicing Agreement 0.00Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00Z
g. All amounts received in respect of interest, dividends, gains,
income and earnings on investments of funds in the Trust Accounts
as contemplated in Section 5.05 (b) (vii) of the Sale
and Servicing Agreement 35,789.33R(b)
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 13,374,720.98F
2.The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clauses (ii) through (iv) of Section 7.05 (a) of the Sale and
Servicing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 260,003.11E
b. Amounts to be paid to the Servicer in respect of the Monthly
Servicing Fee for the related Due Period 256,669.73E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 641.67C
d. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify: Excess Funds 1,757,287.00C
e. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
Agreement with respect to the related Due Period
(sum of a. through e.) 2,274,601.51F
3.The Available Funds for such Distribution Date
(1.h. minus 2.f.) 11,100,119.47R(a)
4.The Available Funds otherwise distributable to the Class B Noteholders
that will be distributed to the Class A Noteholders on
such Distribution Date 0.00Z
I.The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F.) 0.00R(a)
J.The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount, if no shortfall
to the Trust Depositor 214,592.63R(a)
K.Interest Earnings on the Reserve Fund 13,470.55D
L.1.The amount to be deposited in the Reserve Fund on such
Payment Date (0.00)D
2. The amount on deposit in the Reserve Fund after giving effect to
deposits and withdrawals therefrom on such Distribution Date 5,963,414.85D
M.The Specified Reserve Fund Amount for such distribution Date will be an
amount equal to the greater of (a) 2.00% of the Principal Balance of the
Contracts in the Trust as of the first day of the immediately preceding Due
Period; provided, however, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
(3) consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period and 1.00% of the aggregate of
the Initial Class A-1 Note Balance, Initial Class A-2 Note balance and
Initial Class B Balance; provided; however in no event shall the
Specified Reserve Fund Balance be greater than the aggregate outstanding
principal balance of the Securities. 5,963,414.85R(d)
N.The Pool Factor
1.Class A-1 Note Factor immediately before such Distribution Date 75.0694521%Rd
2.Class A-2 Note Factor immediately before such Distribution Date 100.0000000%Rd
3.The Class B Note Factor immediately before such 84.1540090%Rd
Distribution Date
4.Class A-1 Note Factor immediately after such Distribution Date 70.8426269%Rd
5.Class A-2 Note Factor immediately after such Distribution Date 100.0000000%Rd
6.Class B Note Factor immediately after such 81.4674161%Rd
Distribution Date
O.Delinquent Contracts
1. 31-59 Days 530R(c)
6,795,606.64R(c)
2. 60-89 Days 181R(c)
2,274,375.58R(c)
3. 90 or More Days 128R(c)
1,636,879.13R(c)
P.Liquidated Contracts
1.Total Liquidated Contracts 28B
310,136.58B
2.Identity (Attach)
3.Liquidation Proceeds for the Due Period 181,945.24B
4.Liquidation Expenses for the Due Period 0.00Z
5.Net Liquidation Proceeds for the Due Period 181,945.24F
6.Net Liquidation Losses for the Due Period 128,191.34B
Q.Advances
1.Unreimbursed Advances Prior to Such Distribution Date 260,003.11A1
2.Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 260,003.11A1
3.Amount of Delinquent Interest for such Distribution Date 294,330.44B
4.Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required
by Section 7.03 of the Sale and Servicing Agreement) 294,330.44B
5.Total of unreimbursed Advances after new Advances on such
Distribution Date 294,330.44F
R.Repurchased Contracts
1.Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0Z
2.Principal Amount of such Contracts 0.00Z
3.Related Repurchase Price of such Contracts 0.00Z
S.Contracts
1.Number of Contracts as of beginning of Due Period 25,159A1
2.Principal Balance of Contracts as of beginning of Due Period 308,003,672.80B
3.The weighted average Contract Rate of the Contracts
as of the beginning of the Due Period 13.130%A1
4.Number of Contracts as of end of Due Period 24,593B
5.Principal Balance of Contracts as of end of Due Period 298,170,742.66B
6.The weighted average Contract Rate of the Contracts
as of the end of the Due Period 13.134%R(a)
7.Prefunded Amount as of Beginning of Due Period 0.00Z
8.Prefunded Amount as of End of Due Period 0.00Z
T.Interest Reserve Account
1.Interest Reserve Amount as of previous Distribution Date 0.00Z
2.Interest received into Interest Reserve Account 0.00Z
3.Carrying Charges, if any, to be paid on upcoming
Distribution Date 0.00Z
4.Excess Funds remitted to Trust Depositor 0.00Z
5.Interest Reserve Amount as of Upcoming Distribution Date 0.00Z
U.Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the
Cutoff Date through the end of the related Due Period. 498,094.55R(a)
B. The sum of the Principal Balance of the Contracts as of the
Cutoff Date plus the Principal Balance of any Subsequent Contracts
as of the related Subsequent Cutoff Date. 366,000,000.00B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient
of A. divided by B., expressed as a percentage). 0.14%R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that
were delinquent 60 days or more as of the end of the
3,911,254.71R(a)
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due
Period for such Distribution Date. 1.27%R(a)
C. The Delinquency Ratio for the prior Distribution Date. 1.08%A1
D. The Delinquency Ratio for the second prior Distribution Date. 0.74%A2
E. The Average Delinquency Ratio (the arithmetic average
1.03%R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 128,191.34B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation
Losses for all Contracts that became Liquidated Contracts during the
immediately preceding Due Period multiplied by twelve by (y) the
outstanding Principal Balances of all Contracts as of the beginning
of the Due Period) for such Distribution Date 0.50%R(a)
C. The Loss Ratio for the prior Distribution Date. 0.88%A1
D. The Loss Ratio for the second prior Distribution Date. 0.44%A2
E. The Average Loss Ratio (the arithmetic average of A.
0.61%R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or=
(i) 2.50% with respect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00% respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50% for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date,
or (iv) 4.00% for any Distribution Date following the third
anniversary date of the Closing Date. 1.03%R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 3.00% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the second anniversary of the
Closing Date or (ii) 2.75% with respect to any Distribution Date
following the second anniversary of the
Closing Date. 0.61%R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) 1.25% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the first anniversary of the Closing
Date, (ii) 1.75% with respect to any Distribution Date which occurs
within the period from the day after the first anniversary of the Closing
Date to, and inclusive of, the second anniversary of the Closing Date,
(iii) 2.25% for any Distribution Date which occurs within the period
from the day after the second anniversary of the Closing Date to, and
inclusive of, the third anniversary of the Closing Date, or (iv) 2.50%
following the third anniversary of the Closing Date. 0.14%R(a)
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Harley Davidson Credit Corp.,
Bank One National Association, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Harley Davidson Credit Corp.(the Company), the Servicer of Harley-
Davidson Motorcycle Trust 2001-2 (the Trust), Bank One National Association
(Bank One), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Bank One and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated August 1, 2001 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Bank One, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of October 2001, we obtained from the
Company's financial management a copy of the Monthly Report dated November
15, 2001, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the September
2001 Monthly Report dated October 15, 2001 (Prior Monthly Report) and the
August 2001 Monthly Report dated September 17, 2001 (Second Prior Monthly
Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A1 Compared the amount/rate to the Prior Monthly Report and found such
amount/rate to be in agreement.
A2 Compared the rate to the Second Prior Monthly Report and found such
rate to be in agreement.
A3 Compared the rate to the Prior Monthly Report and found such rate to
be 0.19%
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Bank One November
2001 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Bank One
October 2001 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a summary schedule provided by the Company's
financial management and agreed total per the summary schedule to a
copy of the Bank One November 2001 collection account statement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a)Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(b)Recomputed and agreed amount to copies of the Bank One
October 2001 collection and reserve account bank statements
provided by the Company's financial management.
R(c)Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d)Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
R(z) Recomputed rate as 0.24% based on the delinquency ratio for prior
distribution rate of 0.19% identified in A3.
SSA Compared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
other matters might have come to our attention that would have been reported
to you.
This letter is intended solely for the use of the Company, Bank One, and
Wilmington, and is not intended to be and should not be used by anyone
other than these specified parties.
Ernst & Young LLP
March 8, 2002
Harley-Davidson Motorcycle Trust 2001-2
$242,000,000 3.77% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$138,000,000 4.72% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$20,000,000 4.51% Harley-Davidson Motorcycle Contract Backed Notes, Class B
Monthly Report
For the Distribution Dat11/15/01
A. Calculation of the Monthly Principal
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs,285,229,366.23B
plus
B. Prefunded Amount on such day referred to in 1.A. above 97,772,395.85B
Sum of 1.A and 1.B 383,001,762.08B
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 371,079,052.45B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 0.00Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date -1.28B
Sum of 2.A, 2.B, and 2.C 371,079,051.17F
B.Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 11,922,710.91R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 3,816,364.72B
D.Calculation of Note Monthly Principal Distributable Amount
1. A. Class A Note Percentage for such Distribution Date
a.For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-1 Notes is
reduced to zero 95.00%SSA
b .On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 95% until the principal amount of the Class
A-2 Notes has been reduced to zero 95.00%SSA
c.After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%SSA
B. Class B Note Percentage for such Distribution Date
a.For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-2 Notes is
reduced to zero 5.00%SSA
b .On the Distribution Date on which the principal amount of the Class A-2
Notes is reduced to zero, 5% until the principal amount of the Class
A-2 Notes has been reduced to zero 5.00%SSA
c.After the principal amount of the Class A-2 Notes have been reduced
to zero 100.00%SSA
2.Principal Distributable Amount (from B) 11,922,710.91R(a)
3.Note Monthly Principal Distributable Amount
a.Class A-1 Notes (D. 1(a) multiplied by D.2 until
Class A-1 Notes Principal Balance is zero) 11,326,575.36R(a)
b.Class A-2 Notes (D. 1(a) multiplied by D.2 until
Class A-2 Notes Principal Balance is zero) 0.00R(a)
c.Class B Notes (D. 1(c) multiplied by D.2 until
Class A-2 Notes Principal Balance is zero) 596,135.55R(a)
d.Note Principal Carryover Shortfall 0.00A1
e.Special Mandatory Redemption Amounts (from Pre-Funding Account as
defined in Article I of the Sale and Servicing Agreement) 0.00Z
f. Note Monthly Principal Distributable Amount (the sum of
items 3 (a), 3 (b) 3 (c) and 3 (d) 11,922,710.91F
E.Calculation of Note Monthly Interest Distributable Amount
1.Class A-1 Interest Rate 3.770%SSA
2.Class A-2 Interest Rate 4.720%SSA
3.Class B Interest Rate 4.510%SSA
4.One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 709,550.68R(a)
5.One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 542,800.00R(a)
6.One-twelfth of the Class B Interest Rate time the Class B Note
Balance from and including the fifteenth day of the month based on a
360-day year of 12 months and 30 days each (or from and including the
Closing Date with respect to the first Distribution Date) to but
excluding the fifteenth day of the month of the
current Distribution Date 71,972.41R(a)
7.Interest Carryover Shortfall for such Distribution Date 0.00A1
8.Note Monthly Interest Distributable Amount (the sum of items 4,
5, 6) 1,324,323.09F
F.Calculation of Note Monthly Distributable Amount (sum of
D.3 (f) plus E.8.) 13,247,034.00R(a)
F1.The remaining Class A-1 Note Balance after giving effect to the
Distribution of Monthly Principal on such Distribution Date 214,525,098.61R(a)
F2.The remaining Class A-2 Note Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date 138,000,000.00R(a)
F3.The remaining Class B Note Balance after giving effect to the
distribution of Monthly Principal on such Distribution Date 18,553,952.56R(a)
G.Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1% and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 237,691.14R(a)
2.The Indenture Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .0025% and the Principal Balance of
the Contracts as of the beginning of the related Due Period and the
Pre-Funded Amount as of the beginning of such Period; provided however,
in no event shall such fee be less than $200.00 per month) 797.92R(a)
K.Calculation of the Available Funds for Such Payment Date
1.The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i) Principal 11,853,593.42B
(ii) Interest & Fees 3,816,364.72B
b. All Net Liquidation Proceeds 28,605.14B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 20,386.73B
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 185,369.39B
e. All amounts paid by the Seller in connection with an optional
repurchase of the Contracts described in Section 7.10 of the Sale
and Servicing Agreement 0.00Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00Z
g. All amounts received in respect of interest, dividends, gains,
income and earnings on investments of funds in the Trust Accounts
as contemplated in Section 5.05 (b) (vii) of the Sale
and Servicing Agreement 28,866.27R(b)
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 15,933,185.67F
2.The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clauses (ii) through (iv) of Section 7.05 (a) of the Sale and
Servicing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 115,126.58E
b. Amounts to be paid to the Servicer in respect of the Monthly
Servicing Fee for the related Due Period 237,691.14E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 797.92C
d. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify: Excess Funds 1,853,409.27C
e. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
Agreement with respect to the related Due Period
(sum of a. through e.) 2,207,024.91F
3.The Available Funds for such Distribution Date
(1.h. minus 2.f.) 13,726,160.76R(a)
4.The Available Funds otherwise distributable to the Class B Noteholders
that will be distributed to the Class A Noteholders on
such Distribution Date 0.00Z
I.The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F.) 0.00R(a)
J.The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount, if no shortfall
to the Trust Depositor 0.00R(a)
K.Interest Earnings on the Reserve Fund 9,549.32D
L.1.The amount to be deposited in the Reserve Fund on such
Payment Date 479,126.76D
2. The amount on deposit in the Reserve Fund after giving effect to
deposits and withdrawals therefrom on such Distribution Date 7,421,581.02D
M.The Specified Reserve Fund Amount for such distribution Date will be an
amount equal to the greater of (a) 2.00% of the Principal Balance of the
Contracts in the Trust as of the first day of the immediately preceding Due
Period; provided, however, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
(3) consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00% of the Principal Balance of the Contracts in the Trust as of the first
day of the immediately preceding Due Period and 1.00% of the aggregate of
the Initial Class A-1 Note Balance, Initial Class A-2 Note balance and
Initial Class B Balance; provided; however in no event shall the
Specified Reserve Fund Balance be greater than the aggregate outstanding
principal balance of the Securities. 7,421,581.02R(d)
N.The Pool Factor
1.Class A-1 Note Factor immediately before such Distribution Date 93.3271380%Rd
2.Class A-2 Note Factor immediately before such Distribution Date100.0000000%Rd
3.The Class B Note Factor immediately before such 95.7504405%Rd
Distribution Date
4.Class A-1 Note Factor immediately after such Distribution Date 88.6467350%Rd
5.Class A-2 Note Factor immediately after such Distribution Date 100.0000000%Rd
6.Class B Note Factor immediately after such 92.7697628%Rd
Distribution Date
O.Delinquent Contracts
1. 31-59 Days 418R(c)
4,984,972.78R(c)
2. 60-89 Days 104R(c)
1,195,738.04R(c)
3. 90 or More Days 25R(c)
290,593.99R(c)
P.Liquidated Contracts
1.Total Liquidated Contracts 3B
47,241.37B
2.Identity (Attach)
3.Liquidation Proceeds for the Due Period 28,605.14B
4.Liquidation Expenses for the Due Period 0.00Z
5.Net Liquidation Proceeds for the Due Period 28,605.14F
6.Net Liquidation Losses for the Due Period 18,636.23B
Q.Advances
1.Unreimbursed Advances Prior to Such Distribution Date 115,126.58A1
2.Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 115,126.58A1
3.Amount of Delinquent Interest for such Distribution Date 185,369.39B
4.Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required
by Section 7.03 of the Sale and Servicing Agreement) 185,369.39B
5.Total of unreimbursed Advances after new Advances on such
Distribution Date 185,369.39F
R.Repurchased Contracts
1.Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 4B
2.Principal Amount of such Contracts 19,911.82B
3.Related Repurchase Price of such Contracts 20,386.73B
S.Contracts
1.Number of Contracts as of beginning of Due Period 22,958A1
2. Principal Balance of Contracts as of beginning of Due Period 285,229,366.23B
3.The weighted average Contract Rate of the Contracts
as of the beginning of the Due Period 12.693%A1
4.Number of Contracts as of end of Due Period 30,607B
5.Principal Balance of Contracts as of end of Due Period 371,079,052.45B
6.The weighted average Contract Rate of the Contracts
as of the end of the Due Period 12.615%R(a)
7.Prefunded Amount as of Beginning of Due Period 97,772,395.85B
8.Prefunded Amount as of End of Due Period 0.00Z
T.Interest Reserve Account
1.Interest Reserve Amount as of previous Distribution Date 0.00Z
2.Interest received into Interest Reserve Account 0.00Z
3.Carrying Charges, if any, to be paid on upcoming
Distribution Date 0.00Z
4.Excess Funds remitted to Trust Depositor 0.00Z
5.Interest Reserve Amount as of Upcoming Distribution Date 0.00Z
U.Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the
Cutoff Date through the end of the related Due Period. 18,636.23R(a)
B. The sum of the Principal Balance of the Contracts as of the
Cutoff Date plus the Principal Balance of any Subsequent Contracts
as of the related Subsequent Cutoff Date. 400,000,000.00B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient
of A. divided by B., expressed as a percentage). 0.00%R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that
were delinquent 60 days or more as of the end of the
1,486,332.03R(a)
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due
Period for such Distribution Date. 0.52%R(a)
C. The Delinquency Ratio for the prior Distribution Date. 0.00%A3
D. The Delinquency Ratio for the second prior Distribution Date. 0.00%A2
E. The Average Delinquency Ratio (the arithmetic average
0.17%R(z)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 18,636.23B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation
Losses for all Contracts that became Liquidated Contracts during the
immediately preceding Due Period multiplied by twelve by (y) the
outstanding Principal Balances of all Contracts as of the beginning
of the Due Period) for such Distribution Date 0.08%R(a)
C. The Loss Ratio for the prior Distribution Date. 0.00%A1
D. The Loss Ratio for the second prior Distribution Date. 0.00%A2
E. The Average Loss Ratio (the arithmetic average of A.
0.03%R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or=
(i) 2.50% with respect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00% respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50% for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date,
or (iv) 4.00% for any Distribution Date following the third
anniversary date of the Closing Date. 0.17%R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 3.00% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the second anniversary of the
Closing Date or (ii) 2.75% with respect to any Distribution Date
following the second anniversary of the
Closing Date. 0.03%R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) 1.25% with
respect to any Distribution Date which occurs within the period from the
Closing Date to, and inclusive of, the first anniversary of the Closing
Date, (ii) 1.75% with respect to any Distribution Date which occurs
within the period from the day after the first anniversary of the Closing
Date to, and inclusive of, the second anniversary of the Closing Date,
(iii) 2.25% for any Distribution Date which occurs within the period
from the day after the second anniversary of the Closing Date to, and
inclusive of, the third anniversary of the Closing Date, or (iv) 2.50%
following the third anniversary of the Closing Date. 0.00%R(a)
X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Harley Davidson Credit Corp.,
Bank of New York Midwest Trust Company, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Harley-Davidson Credit Corp.(the Company), the Servicer of Harley
- -Davidson Motorcycle Trust 2001-3 (the Trust), Bank of New York Midwest Trust
Company (BONY), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Bank One and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated December 1, 2001 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Bank One, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the month of December 2001, the month of issuance of the certificates,
we obtained from the Company's financial management a copy of the Monthly
Report dated January 15, 2002 which is attached as Exhibit A
(Monthly Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A Compared the amount to a copy of the Bank of New York December 2001
prefunding account bank statement provided by the Company's financial
management and found such amount to be in agreement.
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Bank of New York January 2002
collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Bank of New York December 2001
reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a summary schedule provided by the Company's
financial management and agreed total per the summary schedule to a
copy of the Bank of New York January 2002 collection account
statement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
G Compared the amount to a copy of the Bank of New York
December 2001 interest reserve account bank statement provided
by the Company's financial management and found such amount
to be in agreement.
H Compared the amount to a copy of the Bank of New York January 2002
interest reserve account bank statement provided by the Company's financial
management and found such amount to be in agreement.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a)Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(c)Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d)Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
SSA Compared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
other matters might have come to our attention that would have been reported
to you.
This letter is intended solely for the use of the Company, BONY, and
Wilmington, and is not intended to be and should not be used by anyone
other than these specified parties.
Ernst & Young LLP
March 22, 2002
Harley-Davidson Motorcycle Trust 2001-3
188,000,000 2.57 Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
111,250,000 4.04 Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
15,750,000 3.72 Harley-Davidson Motorcycle Contract Backed Notes, Class B
Monthly Report
For the Distribution Date January 15, 2002
A. Calculation of the Monthly Principal Tickmarks
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs,plus221,676,312.04B
B. Prefunded Amount on such day referred to in 1.A. above 93,323,687.96A
Sum of 1.A and 1.B 315,000,000.00F
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 213,858,298.58B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 93,323,687.96A
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 307,181,986.54F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A.1 minus 2) 7,818,013.46R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 2,230,910.09B
D. Calculation of Note Monthly Principal Distributable Amount
1.Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the prin amount of the Class A-1 Notes is reduced to zero 95%SSA
b .On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 95.0% until the principal amount of the Class
A-2 Notes has been reduced to zero 95%SSA
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0%SSA
B. Class B Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-2 Notes is zero 5.0%SSA
b. On the Distribution Date on which the principal amount of the Class
A-2 Notes is reduced to zero, 5.0% until the principal amount of the
Class A-2 Notes has been reduced to zero 5.0%SSA
c. After the principal amount of the Class A-2 Notes have been
reduced to zero 100.00%SSA
2.Principal Distributable Amount (from B) 7,818,013.46R(a)
3.Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 Notes Principal Balance is zero) 7,427,112.79R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 Notes Principal Balance is zero) 0.00R(a)
c. Class B Notes (D.1(c) multiplied by D.2 until Principal
Balance of Class A-2 Notes is zero) 390,900.67R(a)
d. Note Principal Carryover Shortfall 0.00Z
e. Special Mandatory Redemption Amounts (from Pre-Funding Account as defined
in Article I of the Sale and Servicing Agreement 0.00z
f. Note Monthly Principal Distributable Amount (the sum of items 3(a)
3(b) 3(c) and 3(d) 7,818,013.46F
E. Calculation of Note Monthly Interest Distributable Amount
1. Class A-1 Interest Rate 2.57%SSA
2. Class A-2 Interest Rate 4.04%SSA
3. Class B Interest Rate 3.72%SSA
4. One-twelfth of the Class A-1 Interest Rate time the Class A-1
from and including the fifteenth day of the month based on a 360
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excluding
fifteenth day of the month of the current Distribution Date 442,896.67R(a)
5. One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note Balance
from and including the fifteenth day of the month based on a 360
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 411,995.83R(a)
6. One-twelfth of the Class B Interest Rate time the Class B Note Balance
from and including the fifteenth day of the month based on a 360
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 53,707.50R(a)
7. Interest Carryover Shortfall for such Distribution Date 0.00Z
8. Note Monthly Interest Distributable Amount (the sum of items 4,
5, 6) 908,600.00F
F. Calculation of Note Monthly Distributable Amount(sum of D.3 8,726,613.46R(a)
plus E.8.)
F1.The remaining Class A-1 Note Balance after giving effect to
the Distribution of Monthly Prin on such Distribution Date 180,572,887.21R(a)
F2.The remaining Class A-2 Note Balance after giving effect to
the distribution of Monthly Prin on such Distribution Date 11,250,000.00R(a)
F3.The remaining Class B Note Balance after giving effect to
the distribution of Monthly Prin on such Distribution Date 15,359,099.33R(a)
G. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1 and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 184,730.26R(a)
2. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .005 and the Principal Balance of
the Contracts as of the beginning of the related Due Period a
Pre-Funded Amount as of the beginning of such Period; provided however,
in no event shall such fee be less than 200.00 per month) 787.50R(a)
H. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i)Principal 7,761,400.21B
(ii)Interest & Fees 2,230,910.09B
b. All Net Liquidation Proceeds 0.00B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 51,635.39B
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 47,763.90B
e. All amounts paid by the Seller in connection with an optional repurchase
of the Contracts described in Section 7.10 of the Sale and Servicing
Agreement 0.00Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 148,428.00C
g. All amounts received in respect of interest, dividends, gains, income
and earnings on investments of funds in the Trust Accounts
in Section 5.05 (b) (vii) of the Sale and Servicing Agreement 0.00Z
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 10,240,137.59F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clauses (ii) through (iv) of Section 7.05 (a) of the
Sale and Servicing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 0.00z
b. Amounts to be paid to the Servicer in respect of the Monthly Servicing
Fee for the related Due Period 184,730.26E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 787.50C
d. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify Excess Funds 0.00C
e. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing Agreement
with respect to the related Due Period (sum of a. through e.) 185,517.76F
3. The Available Funds for such Distribution Date(1.h.minus2.f)10,054,619.83R(a)
4.The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on such Distribution 0.00Z
I. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or (the Available Funds for such
Distribution Date minus the sum of the Note Distributable
Amount as set forth in F.) 0.00R(a)
J. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount for such Distribution
Date, if no Shortfall, to Trust Depositor. 0.00R(a)
K. Interest Earnings on the Reserve Fund 0.00D
L. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 1,328,006.37D
2. The amount on deposit in the Reserve Fund after giving effect
to deposits and withdrawals on such Distribution Date 3,544,769.49D
M. The Specified Reserve Fund Amount for such distribution Date will be an
amount equal to the greater of a) 2.00 of the Principal Balance of the
Contracts in the Trust as of the first day of the immediately preceding Due
Period provided, however, in the event a Reserve Fund Trigger Event occurs with
respect to a Distribution Date and has not terminated for three(3) consecutive
Distribution Dates (inclusive) such amount shall be equal to 6.00 of the
Principal Balance of the Contracts in the Trust as of the first day of the
immediately preceding Due Period and b) 1.00% of the aggregate of the Initial
Class A-1 Note Balance, Initial Class A-2 Note Balance and Initial Class B
Note Balance, provided, however in no event shall the Special Reserve Fund
Balance be greater than the aggregate outstanding principal balance of the
Securities 6143639.73R(d)
N. The Pool Factor
1. The Class A-1 Note Factor before such Distribution Date 100.0000000%R(d)
2. The Class A-2 Note Factor before such Distribution Date 100.0000000%R(d)
3. The Class B Note Factor before such Distribution Date 100.0000000%R(d)
4.The Class A-1 Note Factor after such Distribution Date 96.0494081%R(d)
5.The Class A-2 Note Factor after such Distribution Date 100.0000000%R(d)
6.The Class B Note Factor after such Distribution Date 97.5180889%R(d)
O. Delinquent Contracts
1. 31-59 Days 186 1,694,206.14R(C)
2. 60-89 Days 12 97,612.70R(C)
3. 90 or More Days 0 0.00R(C)
P. Liquidated Contracts
1. Total Liquidated Contracts 1 4,336.05Z
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 0.00B
4. Liquidation Expenses for the Due Period 0.00Z
5. Net Liquidation Proceeds for the Due Period 0.00Z
6. Net Liquidation Losses for the Due Period 4,366.05B
Q. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 0.00Z
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 0.00Z
3. Amount of Delinquent Interest for such Distribution Date 47,763.90B
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required by
Section 7.03 of the Sale and Servicing Agreement) 47,763.90B
5. Total of unreimbursed Advances after new Advances on such Distribution Date
47,763.90F
R. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 3B
2. Principal Amount of such Contracts 51,635.39B
3. Related Repurchase Price of such Contracts 51,635.39B
S. Contracts
1. Number of Contracts as of beginning of Due Period 17,155B
2.Principal Balance of Contracts as of beginning of Due Period221,676,312.04B
3. The weighted average contract rate of the Contracts 11.520%R(a)
as of the beginning of the Due Period
4. Number of Contracts as of end of Due Period 16,852B
5. Principal Balance of Contracts as of end of Due Period 213,858,298.58B
6. The weighted average contract rate of the Contracts 11.527%R(a)
as of the beginning of the Due Period
7. Prefunded Amount as of Beginning of Due Period 93,323,687.96A
8. Prefunded Amount as of End of Due Period 93,323,687.96A
T. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 151,573.22G
2. Interest received into Interest Reserve Account 166.99H
3. Carrying Charges, if any, to be paid on upcoming Distribution 148,428.00C
4. Excess Funds remitted to the Trust Depositor 0.00Z
5. Interest Reserve Amount as of Upcoming Distribution Date 3,312.21F
U. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the Cutoff
Date through the end of the related Due Period. 4,366.05R(a)
B. The sum of the Principal Balance of the Contracts as of the Cutoff Date
plus the Principal Balance of any Subsequent Contracts as of the
related Subsequent Cutoff Date. 315,000,000.00B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient of A.
divided by B., expressed as a percentage). 0.00%R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that were
delinquent 60 days or more as of the end of the Due Period). 97,612.70R(a)
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due Period
for such Distribution Date. 0.04%R(a)
C. The Delinquency Ratio for the prior Distribution Date. 0.00%Z
D. The Delinquency Ratio for the second prior Distribution Date 0.00%Z
E. The Average Delinquency Ratio (the arithmetic average of B. 0.01%Z
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 4,366.05B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation Losses
for all Contracts that became Liquidated Contracts during the immediately
preceding Due Period multiplied by twelve by (y) the outstanding Principal
Balances of all Contracts as of the beginning of the Due Period) for such
Distribution Date 0.02%R(a)
C. The Loss Ratio for the prior Distribution Date. 0.00%R(a)
D. The Loss Ratio for the second prior Distribution Date. 0.00%R(a)
E. The Average Loss Ratio (the arithmetic average of B. through 0.01%R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or= (i)
2.50 with respect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50 for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date, or (iv)
4.00 for any Distribution Date following the third anniversary date
of the Closing Date. 0.01%R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 3.00 with respect
to any Distribution Date which occurs within the period from the Closing
Date to, and inclusive of, the second anniversary of the Closing
date or (ii) 2.75 with respect to any Distribution Date following the second
anniversary of the Closing Date, then a Reserve Fund Trigger Event) 0.01%R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) 1.25
with respect to any Distribution Date which occurs within the period
from the Closing Date to, and inclusive of, the first anniversary of
the Closing Date, (ii) 1.75 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to, and inclusive of, the second anniversary
of the Closing Date, (iii) 2.25 for any Distribution Date which
occurs within the period from the day after the second anniversary
of the Closing Date to, and inclusive of, the third anniversary of
the Closing Date, or (iv) 2.50 following the third anniversary 0.00%R(a)