**UNITEDSTATES**

**SECURITIESAND 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** |
|---|------------------------------------------------------------------------------------------------------|

 

**Forthe 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                    **

 

**Commissionfile number of issuing entity:****333-157910-04**

 

**Harley-DavidsonMotorcycle Trust 2009-4**

(Exact name of issuingentity as specified in its charter)

 

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

 

**Harley-DavidsonCustomer Funding Corp.**

(Exact name of depositoras specified in its charter)

 

**Harley-DavidsonCredit Corp.**

(Exact name of sponsor asspecified in its charter)

 

| **Delaware**                                                    | ** ** | **38-6888308**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (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**

 

SECURITIESREGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:**NONE**

** **

SECURITIESREGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:**NONE**

 

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

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act.  Yes o   No x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirement for 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 if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer or a non-acceleratedfiler. See definition of “accelerated filer and large accelerated 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 mark whether the registrant is ashell company (as defined in Exchange Act Rule 12b-2). Yes o   No x

 

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter. Not applicable.

 

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

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None.

 

 

 

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** **

**PART I**

 

**Thefollowing Items have been omitted in accordance with General Instruction J to Form 10-K:**

 

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. LegalProceedings

 

**Item 1B.Unresolved Staff Comments**

NotApplicable.

 

**Substituteinformation provided in accordance with General Instruction J to Form 10-K:**

 

**Item 1112(b) ofRegulation AB. Significant Obligors of Pool Assets (FinancialInformation).**

NotApplicable.

 

**Item 1114(b)(2) ofRegulation AB. Credit Enhancement and Other Support, Except for CertainDerivatives Instruments (Financial Information).**

NotApplicable.

 

**Item 1115(b) ofRegulation AB. Certain Derivatives Instruments (Financial Information).**

NotApplicable.

 

**Item 1117of 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 Mellon TrustCompany, N.A. (the “Indenture Trustee”) that are material to the holders ofnotes.

 

**PART II**

 

**Thefollowing Items have been omitted in accordance with General Instruction J to Form 10-K:**

 

Item 5. Market forRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.

Item 6. SelectedFinancial Data.

Item 7. Management’sDiscussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitativeand Qualitative Disclosures About Market Risk.

Item 8. FinancialStatements and Supplementary Data.

Item 9. Changes in andDisagreement with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls andProcedures.

** **

**Item 9B. Other Information.**

None.

 

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**PART III**

 

**Thefollowing Items have been omitted in accordance with General Instruction J to Form 10-K:**

 

Item 10. Directors andExecutive Officers of the Registrant.

Item 11. ExecutiveCompensation.

Item 12. SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters.

Item 13. CertainRelationships and Related Transactions.

Item 14. PrincipalAccountant Fees and Services.

** **

**Substituteinformation provided in accordance with General Instruction J to Form 10-K:**

 

**Item 1119of Regulation AB. Affiliations and Certain Relationships and RelatedTransactions.**

Harley-Davidson Credit Corp.(“HDCC”), the seller, servicer and sponsor, is a Nevada corporation andwholly-owned subsidiary of Harley-Davidson Financial Services, Inc. (“HDFS”).HDFS, a Delaware corporation, is a wholly-owned subsidiary and the financingdivision 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”), thedepositor, is a Nevada corporation and wholly-owned special-purpose financesubsidiary of HDCC.  All of the officers and directors of CFC are alsoemployed by HDCC or HDFS, except that at least two directors of CFC will at alltimes be independent of HDCC, HDFS and Harley-Davidson, Inc.  CFC’sbusiness is limited to, among other things, (i) purchasing the contractsand related property (and other similar retail motorcycle installmentconditional sales contracts and similar promissory note and securityagreements) from HDCC (in its capacity as seller), (ii) acting as thebeneficial owner of the issuing entity - Harley-Davidson Motorcycle Trust 2009-4(the “Trust”) - and other similar trusts and (iii) performing itsobligations under the transfer and servicing agreements to which it is a party(as well as similar agreements entered into in connection with the formation ofsimilar trusts).

 

Annualized losses on HDCC’smanaged retail motorcycle loans were 2.86% in 2009 compared to 2.30% for 2008. The30-day delinquency rate for managed retail motorcycle loans at December 31,2009 increased to 6.51% from 6.29% at December 31, 2008. Managed retailloans include loans held by HDCC as well as those sold through termasset-backed securitization transactions. The year-over-year increase in creditlosses was driven by a higher frequency of loss and a higher average loss permotorcycle resulting from pressure on values for repossessed motorcycles. Theassets owned by the Trust may experience credit losses that are the same as,greater than or less than those of managed retail motorcycle loans as a whole.

 

**Item 1122of Regulation AB. Compliance with Applicable 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 are attachedas 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 Attestation Reporthas identified any material instance of noncompliance with the servicingcriteria identified in such Report on Assessment as applicable to the relatedServicing Participant.

 

The Indenture Trustee’sReport on Assessment and related Attestation Report have identified materialnoncompliance with one servicing criterion applicable to the Indenture Trustee.Specifically, with regard to servicing criterion 1122(d)(2)(i) (whichcontemplates that payments on pool assets are deposited into the appropriatecustodial bank accounts and related bank clearing accounts within the timeframes specified in the transaction agreements), collections received on assetsrelating to certain series of securities were not deposited into

 

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the appropriate segregated custodial bank accountwithin the time frame required by the related transaction documents. The IndentureTrustee indicates that the segregated account relating to each specified seriesof securities was in existence prior to the time deposits were to be made intosuch account but such account was not utilized in all instances by theIndenture Trustee as stated above.

 

The Indenture Trusteefurther indicates in its Report on Assessment that (i) payments related toeach specified series of securities were timely remitted to the investors insuch series, and (ii) existing procedures have been reviewed with staff toenable future payments to be deposited into the segregated account for eachspecified series within the applicable time frames. We have not independentlyverified the accuracy of the Indenture Trustee’s assertions or the adequacy ofits remediation 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 1123of Regulation AB. Servicer Compliance Statement.**

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 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 November 1, 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 333-157910-04),  filed on December 11, 2009.                                                             |
|             |   |                                                                                                                                                                                                                                                                                                                                                            |
| 4.2              |   | Indenture dated as of December 1, 2009 between  Harley-Davidson Motorcycle Trust 2009-4 (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 333-157910-04), filed on  December 11, 2009. |

 

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| 10.1   |   | Transfer and Sale Agreement dated as of  December 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 333-157910-04),  filed on December 11, 2009.                          |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                        |
| 10.2   |   | Sale and Servicing Agreement dated as of  December 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 333-157910-04),  filed on December 11, 2009.                                   |
|   |   |                                                                                                                                                                                                                                                                                                        |
| 10.3   |   | Administration Agreement dated as of  December 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 333-157910-04),  filed on December 11, 2009.                                        |
|   |   |                                                                                                                                                                                                                                                                                                        |
| 10.4   |   | Underwriting Agreement dated as of November 25,  2009 among CFC, HDCC and J.P. Morgan Securities Inc., as representative for  the several underwriters, incorporated by reference to Exhibit 1.1 to  Registrant’s Form 8-K (File Number 333-157910-04), filed on December 1, 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 December 10, 2009 through December 31, 2009.                                                                                                                                                                                           |

 
| (c) | Not Applicable. |
|-----|-----------------|

 

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**SIGNATURE**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized.

 
|   | HARLEY-DAVIDSON MOTORCYCLE TRUST 2009-4 |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    | 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 November 1, 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 333-157910-04),  filed on December 11, 2009.                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                            |
| 4.2         |   | Indenture dated as of December 1, 2009 between  Harley-Davidson Motorcycle Trust 2009-4 (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 333-157910-04), filed on  December 11, 2009. |
|        |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.1        |   | Transfer and Sale Agreement dated as of  December 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 333-157910-04),  filed on December 11, 2009.                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.2        |   | Sale and Servicing Agreement dated as of  December 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 333-157910-04),  filed on December 11, 2009.                                                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.3        |   | Administration Agreement dated as of  December 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 333-157910-04),  filed on December 11, 2009.                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                            |
| 10.4        |   | Underwriting Agreement dated as of November 25,  2009 among CFC, HDCC and J.P. Morgan Securities Inc., as representative for  the several underwriters, incorporated by reference to Exhibit 1.1 to  Registrant’s Form 8-K (File Number 333-157910-04), filed on December 1, 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 December 10, 2009 through December 31, 2009.                                                                                                                                                                                                                                               |

 

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