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, 2002
_____________________ 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 Customer Funding Corp.
(Exact name of registrant as specified in its charter)
Nevada 36-4396302
(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: (775)886-3200
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, 2002.
The following were Noteholders of record as of the end of the reporting
year.
Harley-Davidson Motorcycle Trusts:
Series 2002-1 Class A-1 Cede & Co.
Series 2002-1 Class A-2 Cede & Co.
Series 2002-1 Class B Cede & Co.
Series 2002-2 Class A-1 Cede & Co.
Series 2002-2 Class A-2 Cede & Co.
Series 2002-2 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 May 15, 2002
June 17, 2002, July 15, 2002, August 15, 2002,
September 16, 2002, October 15, 2002, November 15, 2002 and
December 16, 2002.
(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 Customer Funding Corp.
By: /s/ Perry A. Glassgow
Vice President and Treasurer
Date: March 28, 2003
Harley-Davidson Credit Corp.
Certification
I, Perry Glassgow, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect
of periods included in the year covered by this annual report, of
Harley-Davidson Customer Funding Corporation;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading
as of the last day of the period covered by this annual report;
3. Based on my knowledge, the servicing information required to be
provided to the trustee by the servicer under the sale and servicing
agreement is included in these reports;
4. I am responsible for reviewing the activities performed by the
servicer under the sale and servicing agreement and based upon the review
required under the sale and servicing agreement, and except as disclosed
in the report, the servicer has fulfilled its obligations under the sale
and servicing agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon
the report provided by an independent accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the sale and
servicing agreement that is included in these reports.
Date:
/s/ Perry A. Glassgow
Perry A. Glassgow
Vice President and Treasurer
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 2002-1
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 454,114,104.70
Principal Collections 127,926,544.07
Interest Collections 41,194,759.05
Liquidation Proceeds 1,612,007.89
Realized Net Losses 2,278,443.56
Servicer Fees 3,789,303.11
Trustee Fees 7,920.38
Class A-1 Balance 222,708,399.47
Class A-2 Balance 208,700,000.00
Class B Balance 22,705,705.23
Class A-1 Principal 125,291,600.94
Class A-2 Principal 0.00
Class B Principal 6,594,294.79
Class A-1 Interest 6,605,522.31
Class A-2 Interest 7,017,537.50
Class B Interest 859,771.76
30 Delinquent % 2.771%
60 Delinquent % 1.107%
90 Delinquent % 0.795%
Harley-Davidson Motorcycle Trust 2002-2
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 529,885,119.26
Principal Collections 69,074,227.32
Interest Collections 22,966,762.38
Liquidation Proceeds 266,009.14
Realized Net Losses 517,783.39
Servicer Fees 1,866,820.34
Trustee Fees 4,783.55
Class A-1 Balance 283,390,863.30
Class A-2 Balance 220,000,000.00
Class B Balance 26,494,255.96
Class A-1 Principal 66,609,136.70
Class A-2 Principal 0.00
Class B Principal 3,505,744.04
Class A-1 Interest 2,570,744.04
Class A-2 Interest 2,813,616.67
Class B Interest 337,265.24
30 Delinquent % 2.032%
60 Delinquent % 0.770%
90 Delinquent % 0.004%
EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance
January 24, 2003
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Harley-Davidson Customer Funding
Corporation, as Trust Depositor, Harley-Davidson Credit Corp., as
Servicer, and BNY Midwest Trust Company, as Indenture Trustee for
Harley-Davidson Motorcycle Trust 2002-1
To the Trustees, Placement Agent, and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer,
the Servicer has made a review of its activities during the prior calendar
year and of its performance under the Sale and Servicing Agreement. To
such officer's knowledge, based on such review, the Servicer has fully
performed all its obligations under this Sale and Servicing Agreement
Harley-Davidson Credit Corp.
as Servicer
By /s/ Perry A. Glassgow
Perry A. Glassgow
Vice President and Treasurer
January 24, 2003
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Harley-Davidson Customer Funding
Corporation, as Trust Depositor, Harley-Davidson Credit Corp., as
Servicer, and BNY Midwest Trust Company, as Indenture Trustee for
Harley-Davidson Motorcycle Trust 2002-2
To the Trustees, Placement Agent, and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer,
the Servicer has made a review of its activities during the prior calendar
year and of its performance under the Sale and Servicing Agreement. To
such officer's knowledge, based on such review, the Servicer has fully
performed all its obligations under this Sale and Servicing Agreement
Harley-Davidson Credit Corp.
as Servicer
By /s/ Perry A. Glassgow
Perry A. Glassgow
Vice President and Treasurer
Ernst & Young LLP
223 South Wacker Drive
Chicago, IL 60606
Report of Independent Auditors on Compliance
To the Board of Directors of Harley-Davidson Credit Corp.
We have audited, in accordance with auditing standards generally accepted
in the United States, the consolidated balance sheets of Harley-Davidson
Financial Services, Inc. (the Company) and subsidiaries as of December 31,
2002, and the related consolidated statements of income, shareholders'
equity and cash flows for the year then ended, and have issued our report
thereon dated January 13, 2003.
In connection with our audit, nothing came to our attention that has caused
us to believe that the Company failed to comply with the terms, covenants,
provisions, or conditions of the servicing agreements (the Servicing
Agreements) detailed in Exhibit A attached, insofar as they relate to
accounting matters. However, our audit was not directly primarily toward
obtaining knowledge of such noncompliance.
Our procedures included the following pertaining to the documents and records
relating to the servicing of motorcycle contracts (the "Pools") under the
Servicing Agreements.
1. We mathematically recomputed (on a test basis):
a. The amount and percentage of losses realized on the Pools;
b. Servicing and other fees and excess interest earned by the Company.
c. Interest due and paid to the certificate holders.
2. We agreed the cash flows from customer payments to bank statements and
other records provided by the company for a test month.
3. We gained an understanding of the assumptions inherent in these
calculations.
Our procedures were performed on a sample of Pools judgmentally selected from
the population of Pools serviced for others by the Company under the Servicing
Agreements. Our selection was not designed to specifically include Pools
from every agreement listed on Exhibit A.
This report is intended solely for the use of the Company, Harley-Davidson
Credit Corp. and the parties to the Security Agreements and should not be
used for any other purpose.
Ernst & Young LLP
January 13, 2003
EXHIBIT A
Securitization Trusts as of December 31, 2002
Harley-Davidson Motorcycle Trust 2002-2 - Sale and
Servicing Agreement dated August 1, 2002
Harley-Davidson Motorcycle Trust 2002-1- Sale and
Servicing Agreement dated April 1, 2002
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
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
Report of Independent Accountants 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 2002-1 (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, 2002 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
attestation 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 2002, we obtained from the
Company's financial management a copy of the Monthly Report dated November
15, 2002, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the September
2002 Monthly Report dated October 15, 2002 (Prior Monthly Report) and the
August 2002 Monthly Report dated September 17, 2002 (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 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 October 2002
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 2002 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 compared amount to copies of the Bank of New York
October 2002 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 amount/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
January 13, 2002
X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Report of Independent Accountants 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 2002-2 (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 August 1, 2002 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
attestation standards established by the American Institute of Certified
Public Accountants. The sufficiency of these 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 month of October 2002, we obtained from the Company's financial
management a copy of the Monthly Report dated November 15, 2002 which is
attached as Exhibit A (Monthly Report). We also obtained from the Company's
financial management a copy of the September 2002 Monthly Report dated
October 15, 2002 (Prior Monthly Report) and the August 2002 Monthly Report
dated September 17, 2002 (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 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 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 October 2002
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 2002 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 compared amount to copies of the Bank of New York
October 2002 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 amount/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
January 13, 2003