**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K**

 

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**(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, 2009**

** **

**or**

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

 

**For thetransition period from                    to               **

 

**Commission file number of issuing entity:****333-157910-03**

** **

**Harley-Davidson Motorcycle Trust 2009-3**

(Exact name of issuing entity as specified in its charter)

 

**Commission file number of depositor:****333-157910**

** **

**Harley-Davidson Customer Funding Corp.**

(Exact name of depositor as specified in its charter)

 

**Harley-Davidson Credit Corp.**

(Exact name of sponsor as specified in its charter)

 

| **Delaware**                                                   | ** ** | **38-6885880**                       |
|----------------------------------------------------------------|------------|--------------------------------------|
| (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’s telephone number, including area code:**  (302) 636-6000**

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OFTHE ACT:**NONE**

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OFTHE ACT:**NONE**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.  Yes o No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o No x

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirement for the past 90 days.  Yes x No o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o No o

 

Indicateby check mark if disclosure 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 |

 

Indicateby check mark whether the registrant is a shell company (as defined in ExchangeAct Rule 12b-2).  Yes o No x

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant’s most recently completed second fiscalquarter.  Not applicable.

 

Indicatethe number of shares outstanding of each of the registrant’s classes of commonstock, as of the latest practicable date.  Not applicable.

 

**DOCUMENTS INCORPORATED 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 knowledge of the issuing entity, thereare no legal proceedings pending, or any proceedings known to be contemplatedby governmental authorities, against Wilmington Trust Company (the “OwnerTrustee”) or The Bank of New York Mellon Trust Company, N.A. (the “IndentureTrustee”) that are material to the holders of 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 the financing division of Harley-Davidson, Inc.  HDCC and its affiliates provide retailfinancial services to consumers in the United States and Canada and wholesalefinancial services primarily to Harley-Davidson® motorcycle dealers in theUnited States and Canada. Harley-Davidson Customer Funding Corp. (“CFC”), the depositor, is aNevada corporation and wholly-owned special-purpose finance subsidiary ofHDCC.  All of the officers and directors of CFC are also employed by HDCCor HDFS, except that at least two directors of CFC will at all times beindependent of HDCC, HDFS and Harley-Davidson, Inc.  CFC’s businessis limited to, among other things, (i) purchasing the contracts andrelated property (and other similar retail motorcycle installment conditionalsales contracts and similar promissory note and security agreements) from HDCC(in its capacity as seller), (ii) acting as the beneficial owner of theissuing entity - Harley-Davidson Motorcycle Trust 2009-3 (the “Trust”) - andother similar trusts and (iii) performing its obligations under thetransfer and servicing agreements to which it is a party (as well as similaragreements entered 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 delinquencyrate for managed retail motorcycle loans at December 31, 2009 increased to6.51% 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-year increase in credit losseswas driven by a higher frequency of loss and a higher average loss permotorcycle resulting from pressure on values for repossessed motorcycles.  The assets owned by the Trust may experiencecredit losses that are the same as, greater than or less than those of managedretail motorcycle loans 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 to theIndenture Trustee.  Specifically, withregard to servicing criterion 1122(d)(2)(i) (which contemplates thatpayments on pool assets are deposited into the appropriate custodial bankaccounts and related bank clearing accounts within the time frames specified inthe transaction agreements), collections received on assets relating to certainseries of securities were not deposited into

 

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theappropriate segregated custodial bank account within the time frame required bythe related transaction documents.  TheIndenture Trustee indicates that the segregated account relating to eachspecified series of securities was in existence prior to the time deposits wereto be made into such account but such account was not utilized in all instancesby the Indenture Trustee as stated above.

 

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 have not independently verified theaccuracy of the Indenture Trustee’s assertions or the adequacy of itsremediation efforts; however, based on the above and information from theIndenture Trustee, the registrant does not believe these errors had a materialimpact 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 Compliance Statement, signed by an authorizedofficer, and such Compliance Statement is attached as an exhibit to this Form 10-K.

 

**PART IV**

 

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

** **
| (a)    | List of Documents Filed  as Part of this Report       |
|--------|------------------------------------------------------------|
|   |                                                       |
|   | (1)                                                        | Not Applicable. |
|   |                                                       |   |
|   | (2)                                                        | Not Applicable. |
|   |                                                       |   |
|   | (3)                                                        | See Item 15(b) |
|   |                                                       |   |
| (b)    | Exhibits Required by  Item 601 of Regulation 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 September 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 333-157910-03), filed on  October 13, 2009.                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                                           |
| 4.2              |   | Indenture dated as of  October 1, 2009 between Harley-Davidson Motorcycle Trust 2009-3 (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 333-157910-03),  filed on October 13, 2009. |

 

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| 10.1   |   | Transfer and Sale  Agreement dated as of October 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 333-157910-03), filed on October 13, 2009.                   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                              |
| 10.2   |   | Sale and Servicing  Agreement dated as of October 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 333-157910-03), filed on October 13, 2009.                            |
|   |   |                                                                                                                                                                                                                                                                                              |
| 10.3   |   | Administration  Agreement dated as of October 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 333-157910-03), filed on October 13, 2009.                                 |
|   |   |                                                                                                                                                                                                                                                                                              |
| 10.4   |   | Underwriting Agreement  dated as of October 1, 2009 among CFC, HDCC and RBS Securities Inc., as  representative for the several underwriters, incorporated by reference to  Exhibit 1.1 to Registrant’s Form 8-K (File Number 333-157910-03), filed on  October 5, 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 October 9, 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 2009-3 |
|---------------------|------------------------------------------|
|                |                                     |
|                | 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 September 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 333-157910-03), filed on  October 13, 2009.                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                           |
| 4.2         |   | Indenture dated as of  October 1, 2009 between Harley-Davidson Motorcycle Trust 2009-3 (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 333-157910-03),  filed on October 13, 2009. |
|        |   |                                                                                                                                                                                                                                                                                                                                                           |
| 10.1        |   | Transfer and Sale  Agreement dated as of October 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 333-157910-03),  filed on October 13, 2009.                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                           |
| 10.2        |   | Sale and Servicing  Agreement dated as of October 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 333-157910-03), filed on October 13, 2009.                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                           |
| 10.3        |   | Administration  Agreement dated as of October 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 333-157910-03), filed on October 13, 2009.                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                           |
| 10.4        |   | Underwriting Agreement  dated as of October 1, 2009 among CFC, HDCC and RBS Securities Inc., as  representative for the several underwriters, incorporated by reference to  Exhibit 1.1 to Registrant’s Form 8-K (File Number 333-157910-03), filed on  October 5, 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 October 9, 2009 through  December 31, 2009.                                                                                                                                                                                                                                               |

 

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