**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-K**

 

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**(Markone)**
| x | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|---|------------|-----------------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31,2009**

**or**

 
| o | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---|------------|---------------------------------------------------------------------------------------------------------|

 

**For the transition period from             to            **

 

**Commissionfile number of issuing entity:****333-157910-02**

 

**Harley-DavidsonMotorcycle Trust 2009-2**

(Exact name ofissuing entity as specified in its charter)

 

**Commissionfile number of depositor:****333-157910**

 

**Harley-DavidsonCustomer Funding Corp.**

(Exact name ofdepositor as specified in its charter)

 

**Harley-DavidsonCredit Corp.**

(Exact name ofsponsor as specified in its charter)

 

| **Delaware**                                                    | ** ** | **38-6880781**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

| **c/o  Wilmington Trust Company**

**1100  North Market Street**

**Wilmington,  Delaware** | ** ** | **19890-****1605** |
|---------------------------------------------------------------------------------------------|------------|--------------------|
| (Address of  principal executive offices)                                                   |       | (Zip Code)         |

 

Issuing entity’stelephone number, including area code:**(302) 636-6000**

 

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 ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  Yes o No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o  No x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementfor the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files).  Yes o  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one).

 

| Large Accelerated  Filer o |   | Accelerated Filer  o         |
|----------------------------|--------|------------------------------|
|                       |   |                         |
| Non-Accelerated Filer  x   |   | Smaller Reporting  Company o |

 

Indicate by check markwhether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o  No x

 

State the aggregatemarket value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter. Notapplicable.

 

Indicate the number ofshares outstanding of each of the registrant’s classes of common stock, as ofthe latest practicable date. Not applicable.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None.

 

 

 

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**PART I**

 

**The following Items have been omitted in accordance withGeneral Instruction J to Form 10-K:**

 

Item 1.Business

Item 1A.Risk Factors

Item 2.Properties

Item 3.Legal Proceedings

 

**Item 1B. Unresolved Staff Comments**

 

NotApplicable.

 

**Substitute information provided in accordance with GeneralInstruction J to Form 10-K:**

 

**Item 1112(b) of Regulation AB. SignificantObligors of Pool Assets (Financial Information).**

 

NotApplicable.

 

**Item 1114(b)(2) of Regulation AB. CreditEnhancement and Other Support, Except for Certain Derivatives Instruments(Financial Information).**

 

NotApplicable.

 

**Item 1115(b) of Regulation AB. CertainDerivatives Instruments (Financial Information).**

 

NotApplicable.

 

**Item 1117 of Regulation AB. Legal Proceedings.**

 

Thereare no legal proceedings pending, or any proceedings known to be contemplatedby governmental authorities, against the servicer, sponsor, the depositor orthe issuing entity that are material to the holders of notes. To the knowledgeof the issuing entity, there are no legal proceedings pending, or anyproceedings known to be contemplated by governmental authorities, againstWilmington Trust Company (the “Owner Trustee”) or The Bank of New York MellonTrust Company, N.A. (the “Indenture Trustee”) that are material to the holdersof notes.

 

**PART II**

 

**The following Items have been omitted in accordance withGeneral Instruction J to Form 10-K:**

 

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities.

Item 6.Selected Financial Data.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

Item 8.Financial Statements and Supplementary Data.

Item 9.Changes in and Disagreement with Accountants on Accounting and FinancialDisclosure.

Item 9A.Controls and Procedures.

 

**Item 9B. Other Information.**

 

None.

 

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**PART III**

 

**The following Items have been omitted in accordance withGeneral Instruction J to Form 10-K:**

 

Item 10.Directors and Executive Officers of the Registrant.

Item 11.Executive Compensation.

Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.

Item 13.Certain Relationships and Related Transactions.

Item 14.Principal Accountant Fees and Services.

 

**Substitute information provided in accordance with GeneralInstruction J to Form 10-K:**

 

**Item 1119 of Regulation AB. Affiliations andCertain Relationships and Related Transactions.**

 

Harley-DavidsonCredit Corp. (“HDCC”), the seller, servicer and sponsor, is a Nevadacorporation and wholly-owned subsidiary of Harley-Davidson Financial Services, Inc.(“HDFS”). HDFS, a Delaware corporation, is a wholly-owned subsidiary and thefinancing division of Harley-Davidson, Inc. HDCC and its affiliatesprovide retail financial services to consumers in the United States and Canadaand wholesale financial services primarily to Harley-Davidson® motorcycledealers in the United States and Canada. Harley-Davidson Customer Funding Corp.(“CFC”), the depositor, is a Nevada corporation and wholly-ownedspecial-purpose finance subsidiary of HDCC.  All of the officers anddirectors of CFC are also employed by HDCC or HDFS, except that at least twodirectors of CFC will at all times be independent of HDCC, HDFS andHarley-Davidson, Inc.  CFC’s business is limited to, among otherthings, (i) purchasing the contracts and related property (and othersimilar retail motorcycle installment conditional sales contracts and similarpromissory note and security agreements) from HDCC (in its capacity as seller),(ii) acting as the beneficial owner of the issuing entity -Harley-Davidson Motorcycle Trust 2009-2 (the “Trust”) - and other similartrusts and (iii) performing its obligations under the transfer andservicing agreements to which it is a party (as well as similar agreementsentered into in connection with the formation of similar trusts).

 

Annualizedlosses on HDCC’s managed retail motorcycle loans were 2.86% in 2009 compared to2.30% for 2008. The 30-day delinquency rate for managed retail motorcycle loansat December 31, 2009 increased to 6.51% from 6.29% at December 31,2008. Managed retail loans include loans held by HDCC as well as those soldthrough term asset-backed securitization transactions. The year-over-yearincrease in credit losses was driven by a higher frequency of loss and a higheraverage loss per motorcycle resulting from pressure on values for repossessedmotorcycles. The assets owned by the Trust may experience credit losses thatare the same as, greater than or less than those of managed retail motorcycleloans as a whole.

 

**Item 1122 of Regulation AB. Compliance withApplicable Servicing Criteria.**

 

Eachof HDCC and the Indenture Trustee (each, a “Servicing Participant”) has beenidentified by the issuing entity as a party participating in the servicingfunction during the reporting period with respect to the pool assets held bythe Trust. Each of the Servicing Participants has completed a report on anassessment of compliance with the servicing criteria applicable to suchServicing Participant (each, a “Report on Assessment”) during the Trust’sfiscal year ending December 31, 2009, which Reports on Assessment areattached as exhibits to this Form 10-K. In addition, each of the ServicingParticipants has provided an attestation report (each, an “Attestation Report”)by a registered independent public accounting firm regarding its related Reporton Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.Except as disclosed below, no Report on Assessment or the related AttestationReport has identified any material instance of noncompliance with the servicingcriteria identified in such Report on Assessment as applicable to the relatedServicing Participant.

 

TheIndenture Trustee’s Report on Assessment and related Attestation Report haveidentified material noncompliance with one servicing criterion applicable tothe Indenture Trustee. Specifically, with regard to servicing criterion1122(d)(2)(i) (which contemplates that payments on pool assets aredeposited into the appropriate custodial bank accounts and related bankclearing accounts within the time frames specified in the transactionagreements), collections received on assets relating to certain series ofsecurities were not deposited into

 

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theappropriate segregated custodial bank account within the time frame required bythe related transaction documents. The Indenture Trustee indicates that thesegregated account relating to each specified series of securities was inexistence prior to the time deposits were to be made into such account but suchaccount was not utilized in all instances by the Indenture Trustee as statedabove.

 

TheIndenture Trustee further indicates in its Report on Assessment that (i) paymentsrelated to each specified series of securities were timely remitted to theinvestors in such series, and (ii) existing procedures have been reviewedwith staff to enable future payments to be deposited into the segregatedaccount for each specified series within the applicable time frames. We havenot independently verified the accuracy of the Indenture Trustee’s assertionsor the adequacy of its remediation efforts; however, based on the above andinformation from the Indenture Trustee, the registrant does not believe theseerrors had a material impact or effect on the holders of notes.

 

**Item 1123 of Regulation AB. Servicer ComplianceStatement.**

 

HDCChas been identified by the Trust as a servicer during the reporting period withrespect to the pool assets held by the Trust. HDCC has provided a ComplianceStatement, signed by an authorized officer, and such Compliance Statement isattached as an exhibit to this Form 10-K.

 

**PART IV**

 

**Item 15. Exhibits, Financial Statement Schedules.**

** **

(a)    List of Documents Filed as Part of thisReport

 

(1)               Not Applicable.

 

(2)              Not Applicable.

 

(3)              See Item 15(b)

 

(b)    Exhibits Required by Item 601 ofRegulation S-K

 
| **Exhibit  No.** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                               |
|------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1              |       | Articles of  Incorporation of the Registrant, incorporated by reference to  Exhibit 3.1 to Registrant’s Registration Statement on Form S-3  (File Number 333-37550) filed on May 22, 2000.                                                                                                                                           |
|             |       |                                                                                                                                                                                                                                                                                                                                                     |
| 3.2              |       | Bylaws of the  Registrant, incorporated by reference to Exhibit 3.2 to Registrant’s  Registration Statement on Form S-3 (File Number 333-37550) filed on  May 22, 2000.                                                                                                                                                              |
|             |       |                                                                                                                                                                                                                                                                                                                                                     |
| 4.1              |       | Trust Agreement dated  as of June 15, 2009 between Harley-Davidson Customer Funding Corp.  (“CFC”) and Wilmington Trust Company, incorporated by reference to  Exhibit 4.1 to Registrant’s Form 8-K (File Number 333-157910-02), filed on  July 15, 2009.                                                             |
|             |       |                                                                                                                                                                                                                                                                                                                                                     |
| 4.2              |       | Indenture dated as of  July 1, 2009 between Harley-Davidson Motorcycle Trust 2009-2 (the  “Trust”) and The Bank of New York Mellon Trust Company, N.A. (the “Indenture  Trustee”), incorporated by reference to Exhibit 4.2 to Registrant’s  Form 8-K (File Number 333-157910-02),  filed on July 15, 2009. |

 

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| 10.1   |   | Transfer and Sale  Agreement dated as of July 1, 2009 between Harley-Davidson Credit Corp.  (“HDCC”) and CFC, incorporated by reference to Exhibit 10.1 to  Registrant’s Form 8-K (File Number 333-157910-02), filed on July 15, 2009.                             |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.2   |   | Sale and Servicing  Agreement dated as of July 1, 2009 among the Trust, CFC, HDCC, and the  Indenture Trustee, incorporated by reference to Exhibit 10.2 to  Registrant’s Form 8-K (File Number 333-157910-02), filed on July 15, 2009.                                      |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.3   |   | Administration  Agreement dated as of July 1, 2009 among the Trust, HDCC, CFC and the  Indenture Trustee, incorporated by reference to Exhibit 10.3 to  Registrant’s Form 8-K (File Number 333-157910-02), filed on July 15, 2009.                                           |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.4   |   | Underwriting Agreement  dated as of July 7, 2009 among CFC, HDCC and Citigroup Global Markets  Inc., as representative for the several underwriters, incorporated by  reference to Exhibit 1.1 to Registrant’s Form 8-K (File Number 333-157910-02), filed on  July 9, 2009. |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 31.1   |   | Rule 13a-14(a)/15d-14(a) Certification  (Section 302 Certification).                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 33.1   |   | Report on Assessment of  Compliance with Servicing Criteria concerning servicing activities of HDCC  for the year ended December 31, 2009.                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 33.2   |   | Report on Assessment of  Compliance with Servicing Criteria concerning servicing activities of The  Bank of New York Mellon Trust Company, N.A. for the year ended  December 31, 2009.                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 34.1   |   | Attestation Report of  Ernst & Young LLP on Assessment of Compliance with Servicing  Criteria relating to HDCC.                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 34.2   |   | Attestation Report of  KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The  Bank of New York Mellon Trust Company, N.A.                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 35.1   |   | Servicer Compliance  Statement of HDCC for the period from July 14, 2009 through  December 31, 2009.                                                                                                                                                                                        |

** **

(c)   Not Applicable.

 

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**SIGNATURE**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned hereunto dulyauthorized.

 
|                | HARLEY-DAVIDSON MOTORCYCLE  TRUST 2009-2 |
|---------------------|------------------------------------------|
|                |                                     |
|                |                                     | By: |   Harley-Davidson  Credit Corp.,    as Servicer |
|                |                                     |   |   |
|                |                                     | By: |   /s/ Perry  A. Glassgow |
|                |                                     |   Perry A.  Glassgow |
|                |                                     |   Vice  President, Treasurer and Assistant Secretary |
|                |                                     |   (senior  officer in charge of the servicing function) |
|                |                                     |   |
|                |                                     |   |
| March 26, 2010 |                                     |   |

 

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**EXHIBIT INDEX**
|   |   |   |
|--------|--------|--------|

 
| **Exhibit** |   |                                                                                                                                                                                                                                                                                                                                                     |
|-------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1         |   | Articles of  Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to  Registrant’s Registration Statement on Form S-3 (File Number 333-37550) filed  on May 22, 2000.                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 3.2         |   | Bylaws of the  Registrant, incorporated by reference to Exhibit 3.2 to Registrant’s  Registration Statement on Form S-3 (File Number 333-37550) filed on May 22,  2000.                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 4.1         |   | Trust Agreement dated  as of June 15, 2009 between Harley-Davidson Customer Funding Corp.  (“CFC”) and Wilmington Trust Company, incorporated by reference to  Exhibit 4.1 to Registrant’s Form 8-K (File Number 333-157910-02), filed on  July 15, 2009.                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 4.2         |   | Indenture dated as of  July 1, 2009 between Harley-Davidson Motorcycle Trust 2009-2 (the  “Trust”) and The Bank of New Mellon York Trust Company, N.A. (the “Indenture  Trustee”), incorporated by reference to Exhibit 4.2 to Registrant’s  Form 8-K (File Number 333-157910-02),  filed on July 15, 2009. |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 10.1        |   | Transfer and Sale  Agreement dated as of July 1, 2009 between Harley-Davidson Credit Corp.  (“HDCC”) and CFC, incorporated by reference to Exhibit 10.1 to  Registrant’s Form 8-K (File Number 333-157910-02), filed on July 15, 2009.                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 10.2        |   | Sale and Servicing  Agreement dated as of July 1, 2009 among the Trust, CFC, HDCC, and the  Indenture Trustee, incorporated by reference to Exhibit 10.2 to  Registrant’s Form 8-K (File Number 333-157910-02), filed on July 15, 2009.                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 10.3        |   | Administration  Agreement dated as of July 1, 2009 among the Trust, HDCC, CFC and the  Indenture Trustee, incorporated by reference to Exhibit 10.3 to  Registrant’s Form 8-K (File Number 333-157910-02), filed on July 15, 2009.                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 10.4        |   | Underwriting Agreement  dated as of July 7, 2009 among CFC, HDCC and Citigroup Global Markets  Inc., as representative for the several underwriters, incorporated by  reference to Exhibit 1.1 to Registrant’s Form 8-K (File Number 333-157910-02), filed on  July 9, 2009.                                                    |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 31.1        |   | Rule 13a-14(a)/15d-14(a) Certification  (Section 302 Certification).                                                                                                                                                                                                                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 33.1        |   | Report on Assessment of  Compliance with Servicing Criteria concerning servicing activities of HDCC  for the year ended December 31, 2009.                                                                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 33.2        |   | Report on Assessment of  Compliance with Servicing Criteria concerning servicing activities of The  Bank of New York Mellon Trust Company, N.A. for the year ended  December 31, 2009.                                                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 34.1        |   | Attestation Report of  Ernst & Young LLP on Assessment of Compliance with Servicing  Criteria relating to HDCC.                                                                                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 34.2        |   | Attestation Report of  KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The  Bank of New York Mellon Trust Company, N.A.                                                                                                                                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                     |
| 35.1        |   | Servicer Compliance  Statement of HDCC for the period from July 14, 2009 through  December 31, 2009.                                                                                                                                                                                                                                           |

 

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