-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Em1TFdsSreQNnUcnHVyYmgp5V3GgGNqyHZ5/3qT4SI4DT16687+36yRdCk9hzF49 sLYJhGgdvUE6qSkpJgA7IA== 0000912057-02-030798.txt : 20020809 0000912057-02-030798.hdr.sgml : 20020809 20020809165711 ACCESSION NUMBER: 0000912057-02-030798 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020807 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON CUSTOMER FUNDING CORP CENTRAL INDEX KEY: 0001114926 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 364396302 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-37550 FILM NUMBER: 02725249 BUSINESS ADDRESS: STREET 1: 4150 TECHNOLOGY WAY CITY: CARSON CITY STATE: NV ZIP: 89706 BUSINESS PHONE: 7028851200 MAIL ADDRESS: STREET 1: 4150 TECHNOLOGY WAY CITY: CARSON CITY STATE: NV ZIP: 89706 8-K 1 a2086341z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2002

HARLEY-DAVIDSON CUSTOMER FUNDING CORP.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
of incorporation)
  333-37550
(Commission
File Number)
  36-4396302
(I.R.S. Employer
Identification Number)

4150 Technology Way, Carson City, Nevada
(Address of principal executive offices)
  89706
(Zip Code)

(702) 885-1200
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)




Item 5.    Other Events

        The registrant is filing term sheets relating to the offering by Harley-Davidson Motorcycle Trust 2002-2 of its Harley-Davidson Motorcycle Contract Backed Notes under Item 7(c).

        The Harley-Davidson Motorcycle Contract Backed Notes will be offered pursuant to a Prospectus and related Prospectus Supplement (collectively, the "Prospectus") which will be filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Any statement or information contained in the term sheets may be modified or superseded by subsequent materials or information contained in the Prospectus.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

    (a)
    Financial Statements:    None

    (b)
    Pro Forma Financial Information:    None

    (c)
    Exhibits:

Exhibit No.

  Description
99.1   Term Sheets

2



SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    HARLEY-DAVIDSON CUSTOMER FUNDING CORP.

 

 

By:

 

/s/  
PERRY A. GLASSGOW      
Perry A. Glassgow
Treasurer

August 9, 2002

 

 

 

 

3



EXHIBIT INDEX

Exhibit No.

  Description
99.1   Term Sheets

4




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SIGNATURE
EXHIBIT INDEX
EX-99.1 3 a2086341zex-99_1.htm TERM SHEETS
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EXHIBIT 99.1

This page must be accompanied by the disclaimer on the cover page of these materials. If you did not receive such a disclaimer, please contact your JPMorgan Sales Representative immediately.

Computational Materials

Harley-Davidson Motorcycle Trust 2002-2

Issuer
Subject to Revision
Term Sheet dated August 7, 2002

$350,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1

$220,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2

$30,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class B

Harley-Davidson Customer Funding Corp.

Trust Depositor

Harley-Davidson Credit Corp.

Seller and Servicer

        The information contained in the attached materials is referred to as the "Information".

        The attached Term Sheet has been prepared by Harley-Davidson Credit Corp. ("Harley Credit") and relates to Harley-Davidson Motorcycle Trust 2002-2. Neither J.P. Morgan Securities Inc. ("JPMorgan") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission.

        The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities.

        The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances.

        Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the JPMorgan Syndicate Desk at (212) 834-4154.


Harley-Davidson Motorcycle Trust 2002-2
Harley-Davidson Credit Corp., Seller and Servicer
Harley-Davidson Customer Funding Corp., Trust Depositor

Subject to Revision

Term Sheet dated August 7, 2002

Trust   Harley-Davidson Motorcycle Trust 2002-2 (the "Trust").

Trust Depositor

 

Harley-Davidson Customer Funding Corp., a wholly owned, limited-purpose subsidiary of Harley-Davidson Credit Corp. (the "
Trust Depositor").

Seller and Servicer or Seller/Servicer

 

Harley-Davidson Credit Corp. ("
Harley Credit" or the "Seller" or, in its capacity as Servicer, the "Servicer"), a 100% owned subsidiary of Harley-Davidson Financial Services, Inc.

Owner Trustee

 

Wilmington Trust Company, a Delaware banking corporation (in such capacity, the "
Owner Trustee").

Indenture Trustee

 

BNY Midwest Trust Company, an Illinois trust company (in such capacity, the "
Indenture Trustee"). The Indenture Trustee will also act as Paying Agent under the Indenture and the Trust Agreement.

Closing Date

 

On or about August 16, 2002.

Terms of the Notes

 

The principal terms of the notes will be as described below:
 
  Class

  Aggregate Principal
Amount Rates

  Interest Rates
    Class A-1 notes   $ 350,000,000             %
    Class A-2 notes   $ 220,000,000             %
    Class B notes   $ 30,000,000             %
 
   
    The notes represent indebtedness of the trust secured by the assets of the trust.

 

 

Each class of notes will be issued in minimum denominations of $1,000 and will be available in book-entry form only.

Payment Dates

 

The trust will pay interest and principal on the notes on the 15th day of each month or if that day is not a business day, the next business day. The first payment date is September 16, 2002.

Record Dates

 

The day immediately preceding the payment date.

Interest

 

Interest Periods:

 

 

Interest on the notes will accrue in the following manner:
 
  From (including)

  To (excluding)

  Day Count
Convention

    15th day of prior month   15th day of current month   30/360
 
   
    The first interest period will begin on and include the closing date and end on and exclude September 15, 2002.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

2



 

 

Payment of Interest:

 

 

On each payment date the trust will pay interest on the notes which will be made from available collections and other amounts.

 

 

Interest payments on the Class A-1 notes and Class A-2 notes will have the same priority. Interest payments on the Class B notes will be subordinated to interest payments on the Class A notes. The trust will make interest payments on the Class B notes after paying interest on the Class A-1 notes and Class A-2 notes.

Principal

 

On each payment date, the trust will pay principal on the notes which will be made from available collections and other amounts.

 

 

Principal payments on the Class A notes will be senior in priority to principal payments on the Class B notes. Principal payments on each payment date will generally be allocated 95.00% to the Class A notes and 5.00% to the Class B notes. However, any shortfall in the amount of funds available for principal payments on any payment date will reduce the principal payment on the Class B notes (up to the full amount of the payment) before the principal payment on the Class A notes will be reduced. Principal payments on the Class A notes will be paid sequentially, so that no principal will be paid on the Class A-2 notes until the Class A-1 notes have been paid in full.

Final Scheduled Payment Dates

 

The final scheduled payment dates of the notes are as follows:

 

 

 
 
  Class

  Final Scheduled Payment Date
    Class A-1 notes   April 2007 Payment Date
    Class A-2 notes   June 2010 Payment Date
    Class B notes   June 2010 Payment Date
 
   
    If the notes have not already been paid in full prior to their respective final scheduled payment dates, we will be obligated to pay the outstanding principal amount of the notes in full on such dates. Certain circumstances could cause principal to be paid earlier or later, or in reduced amounts.

Optional Redemption

 

The seller may cause the depositor to redeem the notes in full if the aggregate outstanding principal balance of the contracts owned by the trust declines to less than 10% of the sum of:
 
   
 
    the aggregate outstanding principal balance of the contracts owned by the trust as of the closing date; and

 

 


the initial amount on deposit in the pre-funding account.
 
   
    The redemption price will be equal to the unpaid principal amount of the notes plus accrued interest thereon.

Mandatory Special Redemption

 

The notes will be prepaid in part, without premium, on the payment date on or immediately following the last day of the funding period in the event that any amount remains on deposit in the pre-funding account. The aggregate principal amount of notes to be prepaid will be an amount equal to the amount then on deposit in the pre-funding account allocated pro rata among the notes; provided that if the amount remaining on deposit in the pre-funding account is less than $150,000, such amount will be allocated solely to the Class A-1 noteholders.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

 

 

 

3



The Contracts and Other Assets of the Trust

 

The property of the trust will be a pool of fixed-rate, simple interest conditional sales contracts and installment loan contracts relating to motorcycles manufactured by Harley-Davidson, Inc., Buell Motorcycle Company, a wholly-owned subsidiary of Harley-Davidson, Inc., and certain other manufacturers. The contracts were originated by the seller indirectly through (i) Harley-Davidson motorcycle dealers or (ii) Eaglemark Savings Bank, a wholly-owned subsidiary of Harley-Davidson Financial Services, Inc. Included in the trust's assets are security interests in the Harley-Davidson, Buell and other motorcycles securing the contracts and proceeds, if any, from certain insurance policies with respect to such motorcycles.

The Contracts

 

Our main source of funds for making payments on the notes will be collections on the contracts. The contracts transferred to the trust will be selected from contracts in the depositor's portfolio based on the criteria specified in the transfer and sale agreement. The contracts arise and will arise from loans to obligors located in the 50 states of the United States, the District of Columbia, the U.S. Territories and military bases.

 

 

On the closing date, pursuant to the sale and servicing agreement, the depositor will transfer, and the trust will acquire, initial contracts with the characteristics set forth below as of the close of business on August 4, 2002, the initial cutoff date.

 

 

Following the closing date, pursuant to the sale and servicing agreement, the depositor will be obligated, subject only to the availability thereof, to transfer, and the trust will be obligated to acquire, subject to the satisfaction of certain conditions set forth therein, subsequent contracts. Following the transfer of subsequent contracts to the trust, the aggregate characteristics of the entire pool of contracts may vary from those of the initial contracts as to the characteristics set forth below.

 

 

The last scheduled payment on the initial contract with the latest maturity will occur in August 2009.

 

 

No contract (including any subsequent contract sold to the trust after the closing date) will have a scheduled maturity later than November 2009. However, an obligor can generally prepay its contract at any time without penalty.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

4


COMPOSITION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

 

 

Aggregate Principal Balance

 

$390,018,515.79
    Number of Contracts   29,395
    Average Principal Balance   $13,268.19
    Weighted Average Annual Percentage Rate (APR)   11.70%
        (Range)   5.49% to 22.49%
    Weighted Average Original Term (in months)   76.41
        (Range)   12 to 84
    Weighted Average Calculated Remaining Term (in months)   73.81
        (Range)   1 to 84
 
   
    GEOGRAPHIC CONCENTRATION
(AS OF THE INITIAL CUTOFF DATE)
 
  State

  Principal Balance Concentration
    California   10.02%
    Texas   9.18%
    Florida   6.42%
 
   
    No other state represented more than 5.00% of the aggregate principal balance of the contracts as of the initial cutoff date.

Reserve Fund

 

On the closing date, the depositor will establish a trust account in the name of the indenture trustee which we refer to as the "
reserve fund." The reserve fund provides you with limited protection in the event collections from obligors on the contracts are insufficient to make payment on the notes. We cannot assure you, however, that this protection will be adequate to prevent shortfalls in amounts available to make payments on the notes.

 

 

The initial balance of the reserve fund will be $3,900,185.16 (1.00% of the initial aggregate principal balance of the contracts). The amount required to be on deposit in the reserve fund on each payment date will equal the greater of (a) 2.00% of the principal balance of the contracts in the trust as of the first day of the immediately preceding calendar month (6.00% in the event a trigger event occurs) or (b) 1.00% of the aggregate of the initial note balances. In no event shall the amount required to be on deposit in the reserve fund exceed the aggregate outstanding principal balance of the notes.

 

 

If the amount on deposit in the reserve fund on any payment date is less than the required amount, the trust will use the funds available to it after payment of the servicing fee and the fee payable to the indenture trustee, reimbursement of servicer advances and payment of interest and principal on the notes to make a deposit into the reserve fund. Amounts on deposit in the reserve fund on any payment date in excess of the required amount will be paid to the depositor.

 

 

If on any payment date the funds available to the trust to pay principal and interest on the notes are insufficient to make payments on the notes, the trust will use funds in the reserve fund to cover any shortfalls.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

 

 

 

5



 

 

If on the final scheduled payment date of any class of notes, the principal balance of that class has not been paid in full, the trust will use funds in the reserve fund to pay those notes in full.

Pre-Funding Account

 

On the closing date, the trust depositor will fund an account called the pre-funding account by depositing $209,981,484.21 which will secure our obligations to purchase subsequent contracts from the seller and transfer those contracts to the trust. The amount in the pre- funding account will be reduced by the amount used to purchase subsequent contracts from the seller. Substantially all of the subsequent contracts will be originated by Eaglemark Savings Bank. The trust depositor expects that the pre-funded amount will be reduced to less than $150,000 by the payment date occurring in November 2002. Any pre-funded amount remaining at the end of this funding period will be paid to the noteholders as described above in "
Terms of the Notes—Mandatory Special Redemption."

Interest Reserve Account

 

On the closing date, the trust depositor will fund an account called the interest reserve account which will provide additional funds to account for the fact that the monthly investment earnings on amounts in the pre-funding account (until such amounts have been used to purchase subsequent contracts) are expected to be less than the weighted average of the interest payments on the notes, as well as the amount necessary to pay trustees' fees. In addition to the initial deposit, all investment earnings with respect to the pre-funding account will be deposited into the interest reserve account.

 

 

The interest reserve account is not designed to provide any protection against losses on the contracts in the trust. After the funding period, money remaining in the interest reserve account will be paid to the trust depositor.

Ratings

 

On the closing date, the notes must have received ratings from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, and/or Moody's Investors Service, Inc. as set forth below:

 

 

 
 
   
  Standard & Poor's
  Moody's
    Class A-1   AAA   Aaa
    Class A-2   AAA   Aaa
    Class B   A   A2
 
   
    A rating is not a recommendation to buy, sell or hold securities. There can be no assurance that the ratings will not be lowered or withdrawn at any time by either of the rating agencies.

Advances

 

The servicer is obligated to advance each month an amount equal to accrued and unpaid interest on the contracts which was 30 days or greater delinquent with respect to the related due period, but only to the extent that the servicer believes that the amount of such advance will be recoverable from collections on the contracts. The servicer will be entitled to reimbursement of its outstanding advances on any payment date by means of a first priority withdrawal of certain funds then held in the collection account.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

 

 

 

6



Mandatory Reacquisition by the Depositor

 

Under the sale and servicing agreement, we have agreed, in the event of a breach of certain representations and warranties made by us which materially and adversely affects the trust's interest in any contract and which has not been cured, to reacquire such contract within two business days prior to the first determination date after the servicer, the trustee, the indenture trustee or we become aware of such breach.

Servicing Fees

 

The servicer will be entitled to receive a monthly servicing fee equal to 1/12th of 1% of the principal balance of the contracts as of the first day of the prior calendar month. The servicer will also be entitled to receive any extension fees or late payment penalty fees paid by obligors. The servicing fees will be paid to the servicer prior to any payments to the noteholders.

Priority of Payments

 

Prior to Acceleration of the Notes:

 

 

On each payment date prior to the acceleration of the notes, the trust will apply collections on the contracts received during the prior calendar month, servicer advances and funds transferred from the reserve fund to make the following payments in the following order of priority:

 

 

 
    to the noteholders, the amount of any mandatory special redemption;

 

 


reimbursement of servicer advances;

 

 


servicing fee;

 

 


indenture trustee's fee;

 

 


interest on the Class A notes, pro rata;

 

 


interest on the Class B notes;

 

 


principal on the Class A notes and the Class B notes, in the priority set forth in "Principal" above;

 

 


to the reserve fund, the amount, if any, needed to fund the reserve fund to the required amount;

 

 


any remaining amounts to the depositor as certificateholder under the trust agreement.
 
   
    After Acceleration of the Notes:

 

 

After an event of default due to a breach of a material covenant or agreement by the trust and acceleration of the notes, all distributions available to the noteholders will be made in the following priority:

 

 

 
    interest on the Class A notes;

 

 


interest on the Class B notes;

 

 


principal on the Class A notes, pro rata, until paid in full; and

 

 


principal on the Class B notes, until paid in full.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

 

 

 

 

7


 
   
    After an event of default due to a payment default or certain insolvency events and acceleration of the notes, all distributions available to the noteholders will be made in the following priority:
     
    interest on the Class A notes;

 

 


principal on the Class A notes, pro rata, until paid in full;

 

 


interest on the Class B notes; and

 

 


principal on the Class B notes, until paid in full.
 
   
Credit Enhancement   The credit enhancement for the notes is as follows:
 
   
   
 
    Class A notes:   subordination of the Class B notes
        reserve fund
        excess spread

 

 

Class B notes:

 


reserve fund
        excess spread
 
   
Material Federal Income Tax Consequences   Winston & Strawn, as federal tax counsel to the trust, has delivered its opinion that the notes will be characterized as debt for federal income tax purposes, and the trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation. The purpose of obtaining the opinion of tax counsel is to provide investors with greater assurance regarding the character of the notes for federal income tax purposes and that the issuer of the notes will not be subject to federal income tax at the entity level. However, an opinion of tax counsel is not binding on the Internal Revenue Service and there is no assurance that the Internal Revenue Service will not disagree with the opinion of tax counsel. By purchasing a note, you will agree to treat your note as debt for federal, state and local income tax purposes. As a result, payments received by you will generally be treated as either interest or principal and you will not be considered an owner of an equity interest in the trust.

ERISA Considerations

 

The notes are generally eligible for purchase by employee benefit plans and individual retirement accounts and similar arrangements, and by persons investing on behalf of or with plan assets of such plans, accounts and arrangements, subject to certain considerations and exceptions.

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If you did not receive such a disclaimer, please contact your
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8



THE CONTRACTS

        The contracts are (or will be, in the case of subsequent contracts) fixed-rate simple interest conditional sales contracts relating to motorcycles manufactured by Harley-Davidson, Inc. or Buell Motorcycle Company, a wholly-owned subsidiary of Harley-Davidson, Inc., and certain other manufacturers. The contracts were originated by the seller indirectly through (i) Harley-Davidson motorcycle dealers or (ii) Eaglemark Savings Bank and acquired by the depositor in the ordinary course of the depositor's business. Each contract has (or will have) a fixed annual percentage rate and provides for, if timely made, payments of principal and interest which fully amortize the loan on a simple interest basis over its term. The contracts have or will have the following characteristics:

    the last scheduled payment of each initial contract is due no later than August 2009, and with respect to the contracts as a whole (including any subsequent contracts conveyed to the trust after the closing date), the last scheduled payment will be due no later than November 2009;

    the first scheduled payment date of contracts representing approximately 99.02% of the aggregate principal balance of the initial contracts as of the initial cutoff date is due no later than August 2002 and the first scheduled payment date of remaining contracts representing approximately 0.98% of the aggregate principal balance of the initial contracts as of the initial cutoff date is due no later than September 2002;

    approximately 73.06% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles which were new and approximately 26.94% is attributable to loans to purchase motorcycles which were used at the time the related contract was originated;

    approximately 99.96% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles manufactured by Harley-Davidson or Buell and approximately 0.04% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles not manufactured by Harley-Davidson or Buell;

    all initial contracts have a contractual rate of interest of at least 5.49% per annum and not more than 22.49% per annum and the weighted average contractual rate of interest of the initial contracts as of the initial cutoff date is approximately 11.70% per annum (see Table 1 below);

    the initial contracts have remaining maturities as of the initial cutoff date of at least 1 month but not more than 84 months and original maturities of at least 12 months but not more than 84 months;

    the initial contracts have a weighted average term to scheduled maturity, as of origination, of approximately 76.41 months, and a weighted average term to scheduled maturity as of the initial cutoff date of approximately 73.81 months (see Tables 2 and 3 below);

    the average principal balance per initial contract as of the initial cutoff date was approximately $13,268.19 and the principal balances on the initial contracts as of the initial cutoff date ranged from $547.44 to $39,219.03 (see Table 4 below);

    the contracts arise (or will arise) from loans to obligors located in 50 states, the District of Columbia, the U.S. Territories and military bases and with respect to the initial contracts, constitute the following approximate amounts expressed as a percentage of the aggregate principal balance of the initial contracts as of the initial cutoff date: 10.02% in California, 9.18% in Texas and 6.42% in Florida (see Table 5 below). No other geographic location represented more than 5.00% by aggregate principal balance of the initial contracts.

        Except for certain criteria specified in the preceding paragraph, there will be no required characteristics of the subsequent contracts.Therefore, following the transfer of the subsequent contracts to the trust, the aggregate characteristics of the entire pool of the contracts, including the composition of the contracts, the distribution by weighted average annual percentage rate of the contracts, the distribution by calculated remaining term of the contracts, the distribution by original term to maturity of the contracts, the distribution by current balance of the contracts, and the geographic distribution of the contracts, described in the following tables, may vary from those of the initial contracts as of the initial cutoff date.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

9



TABLE 1

DISTRIBUTION BY APR OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

RATE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF
POOL BALANCE(1)

 
5.490 to 6.000%   52   0.18 % $ 767,356.68   0.20 %
6.001 to 7.000%   578   1.97     9,081,100.62   2.33  
7.001 to 8.000%   1,269   4.32     19,443,248.55   4.99  
8.001 to 9.000%   3,966   13.49     58,501,296.99   15.00  
9.001 to 10.000%   4,609   15.68     65,442,532.16   16.78  
10.001 to 11.000%   4,693   15.97     63,494,275.62   16.28  
11.001 to 12.000%   3,008   10.23     37,601,985.79   9.64  
12.001 to 13.000%   3,442   11.71     42,459,478.43   10.89  
13.001 to 14.000%   2,182   7.42     25,871,222.38   6.63  
14.001 to 15.000%   1,825   6.21     22,595,551.37   5.79  
15.001 to 16.000%   720   2.45     8,130,671.09   2.08  
16.001 to 17.000%   547   1.86     6,722,383.95   1.72  
17.001 to 18.000%   908   3.09     11,110,807.17   2.85  
18.001 to 19.000%   162   0.55     1,820,635.43   0.47  
19.001 to 20.000%   517   1.76     6,108,430.29   1.57  
20.001 to 21.000%   324   1.10     3,727,011.23   0.96  
21.001 to 22.000%   591   2.01     7,117,050.36   1.82  
22.001 to 22.490%   2   0.01     23,477.68   0.01  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

10



TABLE 2

DISTRIBUTION BY CALCULATED REMAINING TERM
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

CALCULATED REMAINING
TERM (MONTHS)

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF
POOL BALANCE(1)

 
1 to 12   520   1.77 % $ 1,132,770.84   0.29 %
13 to 24   2,048   6.97     10,249,527.32   2.63  
25 to 36   493   1.68     4,037,049.99   1.04  
37 to 48   834   2.84     8,110,055.44   2.08  
49 to 60   2,026   6.89     23,622,271.10   6.06  
61 to 72   12,043   40.97     142,160,780.87   36.45  
73 to 84   11,431   38.89     200,706,060.23   51.46  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 


TABLE 3

DISTRIBUTION BY CALCULATED ORIGINAL TERM
TO MATURITY OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

ORIGINAL TERM (MONTHS)

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF POOL
BALANCE (1)

 
1 to 12   12   0.04 % $ 64,770.48   0.02 %
13 to 24   171   0.58     1,056,814.60   0.27  
25 to 36   485   1.65     3,992,639.58   1.02  
37 to 48   828   2.82     8,052,440.65   2.06  
49 to 60   2,488   8.46     24,552,833.71   6.30  
61 to 72   13,958   47.48     151,354,290.35   38.81  
73 to 84   11,453   38.96     200,944,726.42   51.52  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

11



TABLE 4

DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

CURRENT BALANCE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF
POOL BALANCE(1)

 
$547.44 to 1,000.00   43   0.15 % $ 34,963.01   0.01 %
$1,000.01 to 2,000.00   318   1.08     492,120.18   0.13  
$2,000.01 to 3,000.00   498   1.69     1,271,137.25   0.33  
$3,000.01 to 4,000.00   661   2.25     2,338,726.57   0.60  
$4,000.01 to 5,000.00   919   3.13     4,147,729.70   1.06  
$5,000.01 to 6,000.00   1,066   3.63     5,896,270.73   1.51  
$6,000.01 to 7,000.00   1,416   4.82     9,235,288.88   2.37  
$7,000.01 to 8,000.00   1,607   5.47     12,050,271.38   3.09  
$8,000.01 to 9,000.00   1,535   5.22     13,078,021.73   3.35  
$9,000.01 to 10,000.00   1,629   5.54     15,536,195.27   3.98  
$10,000.01 to 11,000.00   1,387   4.72     14,545,404.54   3.73  
$11,000.01 to 12,000.00   1,204   4.10     13,846,632.83   3.55  
$12,000.01 to 13,000.00   1,262   4.29     15,778,756.70   4.05  
$13,000.01 to 14,000.00   1,335   4.54     18,039,868.56   4.63  
$14,000.01 to 15,000.00   1,646   5.60     23,925,986.26   6.13  
$15,000.01 to 16,000.00   1,884   6.41     29,213,505.98   7.49  
$16,000.01 to 17,000.00   2,123   7.22     35,021,798.84   8.98  
$17,000.01 to 18,000.00   2,223   7.56     38,908,534.45   9.98  
$18,000.01 to 19,000.00   1,918   6.52     35,487,381.04   9.10  
$19,000.01 to 20,000.00   1,444   4.91     28,151,011.48   7.22  
$20,000.01 to 21,000.00   1,117   3.80     22,864,402.53   5.86  
$21,000.01 to 22,000.00   762   2.59     16,352,894.12   4.19  
$22,000.01 to 23,000.00   509   1.73     11,439,394.21   2.93  
$23,000.01 to 24,000.00   331   1.13     7,774,934.36   1.99  
$24,000.01 to 25,000.00   211   0.72     5,157,716.40   1.32  
$25,000.01 to 26,000.00   137   0.47     3,487,991.11   0.89  
$26,000.01 to 27,000.00   74   0.25     1,959,756.56   0.50  
$27,000.01 to 28,000.00   59   0.20     1,622,034.68   0.42  
$28,000.01 to 29,000.00   27   0.09     768,130.51   0.20  
$29,000.01 to 30,000.00   17   0.06     500,435.14   0.13  
$30,000.01 to 31,000.00   11   0.04     336,000.75   0.09  
$31,000.01 to 32,000.00   3   0.01     94,192.85   0.02  
$32,000.01 to 33,000.00   5   0.02     161,567.73   0.04  
$33,000.01 to 34,000.00   2   0.01     67,784.19   0.02  
$34,000.01 to 35,000.00   4   0.01     137,946.91   0.04  
$35,000.01 to 36,000.00   3   0.01     105,908.39   0.03  
$36,000.01 to 37,000.00   2   0.01     72,972.55   0.02  
$37,000.01 to 38,000.00   1   0.00     37,594.51   0.01  
$38,000.01 to 39,000.00   1   0.00     38,033.88   0.01  
$39,000.01 to 39,219.03   1   0.00     39,219.03   0.01  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

12



TABLE 5

GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

STATE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
BALANCE
PRINCIPAL

  PERCENT OF POOL
BALANCE(1)

 
ALABAMA   401   1.36 % $ 5,447,790.67   1.40 %
ALASKA   139   0.47     1,971,119.03   0.51  
ARIZONA   606   2.06     9,033,492.90   2.32  
ARKANSAS   132   0.45     1,861,136.18   0.48  
CALIFORNIA   2,918   9.93     39,073,813.99   10.02  
COLORADO   631   2.15     9,123,929.16   2.34  
CONNECTICUT   519   1.77     6,512,205.89   1.67  
DELAWARE   152   0.52     2,024,184.50   0.52  
DISTRICT OF COLUMBIA   8   0.03     89,964.93   0.02  
FLORIDA   1,807   6.15     25,033,631.17   6.42  
GEORGIA   943   3.21     13,739,843.24   3.52  
HAWAII   109   0.37     1,416,409.44   0.36  
IDAHO   130   0.44     1,776,287.57   0.46  
ILLINOIS   1,180   4.01     15,591,512.50   4.00  
INDIANA   801   2.72     10,567,673.26   2.71  
IOWA   393   1.34     5,271,223.49   1.35  
KANSAS   256   0.87     3,189,609.57   0.82  
KENTUCKY   331   1.13     4,351,010.40   1.12  
LOUISIANA   354   1.20     4,817,803.35   1.24  
MAINE   109   0.37     1,353,688.74   0.35  
MARYLAND   670   2.28     8,854,704.88   2.27  
MASSACHUSETTS   508   1.73     6,002,802.29   1.54  
MICHIGAN   812   2.76     11,010,501.29   2.82  
MINNESOTA   566   1.93     7,762,240.29   1.99  
MISSISSIPPI   123   0.42     1,730,380.09   0.44  
MISSOURI   538   1.83     7,413,275.45   1.90  
MONTANA   138   0.47     1,764,433.95   0.45  
NEBRASKA   84   0.29     1,094,366.01   0.28  
NEVADA   280   0.95     3,678,612.84   0.94  
NEW HAMPSHIRE   240   0.82     2,704,856.36   0.69  
NEW JERSEY   976   3.32     11,561,881.86   2.96  
NEW MEXICO   349   1.19     4,618,729.48   1.18  
NEW YORK   1,162   3.95     14,167,225.73   3.63  
NORTH CAROLINA   1,020   3.47     13,393,818.96   3.43  
NORTH DAKOTA   31   0.11     466,736.75   0.12  
OHIO   1,388   4.72     17,087,698.07   4.38  
OKLAHOMA   285   0.97     3,848,843.14   0.99  
OREGON   383   1.30     4,722,425.68   1.21  
PENNSYLVANIA   1,662   5.65     19,497,394.53   5.00  
RHODE ISLAND   80   0.27     1,016,711.53   0.26  
SOUTH CAROLINA   377   1.28     5,117,888.31   1.31  
This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.
 

13


SOUTH DAKOTA   97   0.33     1,245,908.34   0.32  
TENNESSEE   646   2.20     8,731,857.23   2.24  
TEXAS   2,466   8.39     35,805,132.97   9.18  
UTAH   140   0.48     1,842,429.71   0.47  
VERMONT   40   0.14     429,183.42   0.11  
VIRGINIA   751   2.55     9,638,954.01   2.47  
WASHINGTON   817   2.78     11,689,639.42   3.00  
WEST VIRGINIA   247   0.84     3,276,732.07   0.84  
WISCONSIN   441   1.50     5,558,710.64   1.43  
WYOMING   92   0.31     1,144,966.49   0.29  
OTHER(2)   67   0.23     893,144.02   0.23  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

(2)
Includes U.S. Territories and military bases.

Delinquency, Loan Loss and Repossession Information

        The following tables set forth the delinquency experience and loan loss and repossession experience of the seller's portfolio of conditional sales contracts for motorcycles. These figures include data in respect of contracts which the seller has previously sold with respect to prior securitizations and for which the seller acts as servicer.

 
  Delinquency Experience(1)
(Dollars in Thousands)
At December 31,

 
 
  2001
  2000
  1999
  1998
  1997
 
 
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
 
Portfolio   158,254   $ 1,663,819.7   117,884   $ 1,185,300.1   91,556   $ 914,545.5   67,137   $ 651,248.7   45,258   $ 434,890.7  
Period of Delinquency(2)                                                    
  30-59 Days   5,141     50,955.7   4,334   $ 42,325.0   2,868   $ 28,307.9   1,970   $ 17,768.1   1,264     11,454.6  
  60-89 Days   1,571     15,620.1   1,395     13,517.4   983     9,424.3   745     6,153.9   559     5,112.1  
  90 Days or more   800     8,325.9   518     5,255.6   371     3,569.9   304     2,591.0   269     2,196.5  
   
 
 
 
 
 
 
 
 
 
 
Total Delinquencies   7,512   $ 74,901.7   6,247   $ 61,098.0   4,222   $ 41,302.1   3,019   $ 26,513.0   2,092   $ 18,763.2  
   
 
 
 
 
 
 
 
 
 
 
Total Delinquencies as a Percent of Total Portfolio   4.75 %   4.50 % 5.30 %   5.15 % 4.61 %   4.52 % 4.50 %   4.07 % 4.62 %   4.31 %

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

14


 
  At June 30,
 
 
  2002
  2001
 
 
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
 
Portfolio   188,297   $ 2,072,449.3   140,823   $ 1,454,785.0  
Period of Delinquency(2)                      
  30-59 Days   4,675   $ 46,497.5   4,205   $ 40,871.9  
  60-89 Days   1,198     11,680.2   1,204     11,726.7  
  90 Days or more   418     4,344.7   375     3,588.7  
   
 
 
 
 
Total Delinquencies   6,291   $ 62,522.4   5,784   $ 56,187.3  
   
 
 
 
 
Total Delinquencies as a Percent of Total Portfolio   3.34 %   3.02 % 4.11 %   3.86 %

(1)
Excludes delinquent contracts already in repossession, which contracts the servicer does not consider outstanding.

(2)
The period of delinquency is based on the number of days payment is contractually past due (assuming 30-day months). Consequently, a payment due on the first day of a month is not 30 days delinquent until the first day of the next month.


Loan Loss/Repossession Experience
(Dollars in Thousands)

 
  Year Ended December 31,
 
 
  2001
  2000
  1999
  1998
  1997
 
Principal Balance of All Contracts Serviced(1)   $ 1,671,144.6   $ 1,190,184.2   $ 918,481.6   $ 653,836.0   $ 436,771.0  
Contract Liquidations(2)     2.05 %   1.75 %   1.59 %   1.54 %   1.42 %
Net Losses:                                
  Dollars(3)   $ 13,905.6   $ 8,707.8   $ 5,875.0   $ 5,245.3   $ 3,781.1  
  Percentage(4)     0.83 %   0.73 %   0.64 %   0.80 %   0.87 %
 
  Six Months Ended June 30,
 
 
  2002
  2001
 
Principal Balance of All Contracts Serviced(1)   $ 2,078,086.4   $ 1,458,625.8  
Contract Liquidations(2)     2.46 %   2.11 %
Net Losses:              
  Dollars(3)   $ 8,856.8   $ 6,435.3  
  Percentage(4)     0.85 %   0.88 %

(1)
As of period end. Includes contracts already in repossession.

(2)
As a percentage of the total number of contracts being serviced as of period end, calculated on an annualized basis.

(3)
The calculation of net loss includes actual charge-offs, deficiency balances remaining after liquidation of repossessed vehicles and expenses of repossession and liquidation, net of recoveries.

(4)
As a percentage of the principal amount of contracts being serviced as of period end, calculated on an annualized basis.

        The data presented in the foregoing tables are for illustrative purposes only and there is no assurance that the delinquency, loan loss or repossession experience of the contracts will be similar to that set forth above.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
JPMorgan Sales Representative immediately.

15


Computational Materials

Harley-Davidson Motorcycle Trust 2002-2

Issuer
Subject to Revision
Term Sheet dated August 7, 2002

$350,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1

$220,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2

$30,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class B

Harley-Davidson Customer Funding Corp.

Trust Depositor

Harley-Davidson Credit Corp.

Seller and Servicer

        The information contained in the attached materials is referred to as the "Information".

        The attached Term Sheet has been prepared by Harley-Davidson Credit Corp. ("Harley Credit") and relates to Harley-Davidson Motorcycle Trust 2002-2. Neither Banc One Capital Markets, Inc. ("Banc One Capital Markets") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission.

        The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities.

        The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances.

        Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the Banc One Capital Markets Syndicate Desk at (312) 732-7885.



Harley-Davidson Motorcycle Trust 2002-2
Harley-Davidson Credit Corp., Seller and Servicer
Harley-Davidson Customer Funding Corp., Trust Depositor

Subject to Revision

Term Sheet dated August 7, 2002

 
   
Trust   Harley-Davidson Motorcycle Trust 2002-2 (the "Trust").

Trust Depositor

 

Harley-Davidson Customer Funding Corp., a wholly owned, limited-purpose subsidiary of Harley-Davidson Credit Corp. (the "
Trust Depositor").

Seller and Servicer or Seller/Servicer

 

Harley-Davidson Credit Corp. ("
Harley Credit" or the "Seller" or, in its capacity as Servicer, the "Servicer"), a 100% owned subsidiary of Harley-Davidson Financial Services, Inc.

Owner Trustee

 

Wilmington Trust Company, a Delaware banking corporation (in such capacity, the "
Owner Trustee").

Indenture Trustee

 

BNY Midwest Trust Company, an Illinois trust company (in such capacity, the "
Indenture Trustee"). The Indenture Trustee will also act as Paying Agent under the Indenture and the Trust Agreement.

Closing Date

 

On or about August 16, 2002.

Terms of the Notes

 

The principal terms of the notes will be as described below:
 
  Class

  Aggregate Principal
Amount Rates

  Interest Rates
    Class A-1 notes   $ 350,000,000             %
    Class A-2 notes   $ 220,000,000             %
    Class B notes   $ 30,000,000             %
 
   
    The notes represent indebtedness of the trust secured by the assets of the trust.

 

 

Each class of notes will be issued in minimum denominations of $1,000 and will be available in book-entry form only.

Payment Dates

 

The trust will pay interest and principal on the notes on the 15th day of each month or if that day is not a business day, the next business day. The first payment date is September 16, 2002.

Record Dates

 

The day immediately preceding the payment date.

Interest

 

Interest Periods:

 

 

Interest on the notes will accrue in the following manner:
 
  From (including)

  To (excluding)

  Day Count
Convention

    15th day of prior month   15th day of current month   30/360
 
   
    The first interest period will begin on and include the closing date and end on and exclude September 15, 2002.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

2



 

 

Payment of Interest:

 

 

On each payment date the trust will pay interest on the notes which will be made from available collections and other amounts.

 

 

Interest payments on the Class A-1 notes and Class A-2 notes will have the same priority. Interest payments on the Class B notes will be subordinated to interest payments on the Class A notes. The trust will make interest payments on the Class B notes after paying interest on the Class A-1 notes and Class A-2 notes.

Principal

 

On each payment date, the trust will pay principal on the notes which will be made from available collections and other amounts.

 

 

Principal payments on the Class A notes will be senior in priority to principal payments on the Class B notes. Principal payments on each payment date will generally be allocated 95.00% to the Class A notes and 5.00% to the Class B notes. However, any shortfall in the amount of funds available for principal payments on any payment date will reduce the principal payment on the Class B notes (up to the full amount of the payment) before the principal payment on the Class A notes will be reduced. Principal payments on the Class A notes will be paid sequentially, so that no principal will be paid on the Class A-2 notes until the Class A-1 notes have been paid in full.

Final Scheduled Payment Dates

 

The final scheduled payment dates of the notes are as follows:

 

 

 
 
  Class

  Final Scheduled Payment Date
    Class A-1 notes   April 2007 Payment Date
    Class A-2 notes   June 2010 Payment Date
    Class B notes   June 2010 Payment Date
 
   
    If the notes have not already been paid in full prior to their respective final scheduled payment dates, we will be obligated to pay the outstanding principal amount of the notes in full on such dates. Certain circumstances could cause principal to be paid earlier or later, or in reduced amounts.

Optional Redemption

 

The seller may cause the depositor to redeem the notes in full if the aggregate outstanding principal balance of the contracts owned by the trust declines to less than 10% of the sum of:

 

 

 
    the aggregate outstanding principal balance of the contracts owned by the trust as of the closing date; and

 

 


the initial amount on deposit in the pre-funding account.
 
   
    The redemption price will be equal to the unpaid principal amount of the notes plus accrued interest thereon.

Mandatory Special Redemption

 

The notes will be prepaid in part, without premium, on the payment date on or immediately following the last day of the funding period in the event that any amount remains on deposit in the pre-funding account. The aggregate principal amount of notes to be prepaid will be an amount equal to the amount then on deposit in the pre-funding account allocated pro rata among the notes; provided that if the amount remaining on deposit in the pre-funding account is less than $150,000, such amount will be allocated solely to the Class A-1 noteholders.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

 

 

 

3



The Contracts and Other Assets of the Trust

 

The property of the trust will be a pool of fixed-rate, simple interest conditional sales contracts and installment loan contracts relating to motorcycles manufactured by Harley-Davidson, Inc., Buell Motorcycle Company, a wholly-owned subsidiary of Harley-Davidson, Inc., and certain other manufacturers. The contracts were originated by the seller indirectly through (i) Harley-Davidson motorcycle dealers or (ii) Eaglemark Savings Bank, a wholly-owned subsidiary of Harley-Davidson Financial Services, Inc. Included in the trust's assets are security interests in the Harley-Davidson, Buell and other motorcycles securing the contracts and proceeds, if any, from certain insurance policies with respect to such motorcycles.

The Contracts

 

Our main source of funds for making payments on the notes will be collections on the contracts. The contracts transferred to the trust will be selected from contracts in the depositor's portfolio based on the criteria specified in the transfer and sale agreement. The contracts arise and will arise from loans to obligors located in the 50 states of the United States, the District of Columbia, the U.S. Territories and military bases.

 

 

On the closing date, pursuant to the sale and servicing agreement, the depositor will transfer, and the trust will acquire, initial contracts with the characteristics set forth below as of the close of business on August 4, 2002, the initial cutoff date.

 

 

Following the closing date, pursuant to the sale and servicing agreement, the depositor will be obligated, subject only to the availability thereof, to transfer, and the trust will be obligated to acquire, subject to the satisfaction of certain conditions set forth therein, subsequent contracts. Following the transfer of subsequent contracts to the trust, the aggregate characteristics of the entire pool of contracts may vary from those of the initial contracts as to the characteristics set forth below.

 

 

The last scheduled payment on the initial contract with the latest maturity will occur in August 2009.

 

 

No contract (including any subsequent contract sold to the trust after the closing date) will have a scheduled maturity later than November 2009. However, an obligor can generally prepay its contract at any time without penalty.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

4


COMPOSITION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

 

 

Aggregate Principal Balance

 

$390,018,515.79
    Number of Contracts   29,395
    Average Principal Balance   $13,268.19
    Weighted Average Annual Percentage Rate (APR)   11.70%
        (Range)   5.49% to 22.49%
    Weighted Average Original Term (in months)   76.41
        (Range)   12 to 84
    Weighted Average Calculated Remaining Term (in months)   73.81
        (Range)   1 to 84
 
   
    GEOGRAPHIC CONCENTRATION
(AS OF THE INITIAL CUTOFF DATE)
 
  State

  Principal Balance Concentration
    California   10.02%
    Texas   9.18%
    Florida   6.42%
 
   
    No other state represented more than 5.00% of the aggregate principal balance of the contracts as of the initial cutoff date.

Reserve Fund

 

On the closing date, the depositor will establish a trust account in the name of the indenture trustee which we refer to as the "
reserve fund." The reserve fund provides you with limited protection in the event collections from obligors on the contracts are insufficient to make payment on the notes. We cannot assure you, however, that this protection will be adequate to prevent shortfalls in amounts available to make payments on the notes.

 

 

The initial balance of the reserve fund will be $3,900,185.16 (1.00% of the initial aggregate principal balance of the contracts). The amount required to be on deposit in the reserve fund on each payment date will equal the greater of (a) 2.00% of the principal balance of the contracts in the trust as of the first day of the immediately preceding calendar month (6.00% in the event a trigger event occurs) or (b) 1.00% of the aggregate of the initial note balances. In no event shall the amount required to be on deposit in the reserve fund exceed the aggregate outstanding principal balance of the notes.

 

 

If the amount on deposit in the reserve fund on any payment date is less than the required amount, the trust will use the funds available to it after payment of the servicing fee and the fee payable to the indenture trustee, reimbursement of servicer advances and payment of interest and principal on the notes to make a deposit into the reserve fund. Amounts on deposit in the reserve fund on any payment date in excess of the required amount will be paid to the depositor.

 

 

If on any payment date the funds available to the trust to pay principal and interest on the notes are insufficient to make payments on the notes, the trust will use funds in the reserve fund to cover any shortfalls.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

 

 

 

5



 

 

If on the final scheduled payment date of any class of notes, the principal balance of that class has not been paid in full, the trust will use funds in the reserve fund to pay those notes in full.

Pre-Funding Account

 

On the closing date, the trust depositor will fund an account called the pre-funding account by depositing $209,981,484.21 which will secure our obligations to purchase subsequent contracts from the seller and transfer those contracts to the trust. The amount in the pre- funding account will be reduced by the amount used to purchase subsequent contracts from the seller. Substantially all of the subsequent contracts will be originated by Eaglemark Savings Bank. The trust depositor expects that the pre-funded amount will be reduced to less than $150,000 by the payment date occurring in November 2002. Any pre-funded amount remaining at the end of this funding period will be paid to the noteholders as described above in "
Terms of the Notes—Mandatory Special Redemption."

Interest Reserve Account

 

On the closing date, the trust depositor will fund an account called the interest reserve account which will provide additional funds to account for the fact that the monthly investment earnings on amounts in the pre-funding account (until such amounts have been used to purchase subsequent contracts) are expected to be less than the weighted average of the interest payments on the notes, as well as the amount necessary to pay trustees' fees. In addition to the initial deposit, all investment earnings with respect to the pre-funding account will be deposited into the interest reserve account.

 

 

The interest reserve account is not designed to provide any protection against losses on the contracts in the trust. After the funding period, money remaining in the interest reserve account will be paid to the trust depositor.

Ratings

 

On the closing date, the notes must have received ratings from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, and/or Moody's Investors Service, Inc. as set forth below:

 

 

 
 
   
  Standard & Poor's
  Moody's
    Class A-1   AAA   Aaa
    Class A-2   AAA   Aaa
    Class B   A   A2
 
   
    A rating is not a recommendation to buy, sell or hold securities. There can be no assurance that the ratings will not be lowered or withdrawn at any time by either of the rating agencies.

Advances

 

The servicer is obligated to advance each month an amount equal to accrued and unpaid interest on the contracts which was 30 days or greater delinquent with respect to the related due period, but only to the extent that the servicer believes that the amount of such advance will be recoverable from collections on the contracts. The servicer will be entitled to reimbursement of its outstanding advances on any payment date by means of a first priority withdrawal of certain funds then held in the collection account.

Mandatory Reacquisition by the Depositor

 

Under the sale and servicing agreement, we have agreed, in the event of a breach of certain representations and warranties made by us which materially and adversely affects the trust's interest in any contract and which has not been cured, to reacquire such contract within two business days prior to the first determination date after the servicer, the trustee, the indenture trustee or we become aware of such breach.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

 

 

 

6



Servicing Fees

 

The servicer will be entitled to receive a monthly servicing fee equal to 1/12th of 1% of the principal balance of the contracts as of the first day of the prior calendar month. The servicer will also be entitled to receive any extension fees or late payment penalty fees paid by obligors. The servicing fees will be paid to the servicer prior to any payments to the noteholders.

Priority of Payments

 

Prior to Acceleration of the Notes:

 

 

On each payment date prior to the acceleration of the notes, the trust will apply collections on the contracts received during the prior calendar month, servicer advances and funds transferred from the reserve fund to make the following payments in the following order of priority:

 

 

 
    to the noteholders, the amount of any mandatory special redemption;

 

 


reimbursement of servicer advances;

 

 


servicing fee;

 

 


indenture trustee's fee;

 

 


interest on the Class A notes, pro rata;

 

 


interest on the Class B notes;

 

 


principal on the Class A notes and the Class B notes, in the priority set forth in "Principal" above;

 

 


to the reserve fund, the amount, if any, needed to fund the reserve fund to the required amount;

 

 


any remaining amounts to the depositor as certificateholder under the trust agreement.
 
   
    After Acceleration of the Notes:

 

 

After an event of default due to a breach of a material covenant or agreement by the trust and acceleration of the notes, all distributions available to the noteholders will be made in the following priority:

 

 

 
    interest on the Class A notes;

 

 


interest on the Class B notes;

 

 


principal on the Class A notes, pro rata, until paid in full; and

 

 


principal on the Class B notes, until paid in full.
 
   
    After an event of default due to a payment default or certain insolvency events and acceleration of the notes, all distributions available to the noteholders will be made in the following priority:
     
    interest on the Class A notes;

 

 


principal on the Class A notes, pro rata, until paid in full;

 

 


interest on the Class B notes; and

 

 


principal on the Class B notes, until paid in full.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

7


 
   
Credit Enhancement   The credit enhancement for the notes is as follows:
     
 
   
   
 
    Class A notes:   subordination of the Class B notes
        reserve fund
        excess spread

 

 

Class B notes:

 


reserve fund
        excess spread
 
   
Material Federal Income Tax Consequences   Winston & Strawn, as federal tax counsel to the trust, has delivered its opinion that the notes will be characterized as debt for federal income tax purposes, and the trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation. The purpose of obtaining the opinion of tax counsel is to provide investors with greater assurance regarding the character of the notes for federal income tax purposes and that the issuer of the notes will not be subject to federal income tax at the entity level. However, an opinion of tax counsel is not binding on the Internal Revenue Service and there is no assurance that the Internal Revenue Service will not disagree with the opinion of tax counsel. By purchasing a note, you will agree to treat your note as debt for federal, state and local income tax purposes. As a result, payments received by you will generally be treated as either interest or principal and you will not be considered an owner of an equity interest in the trust.

ERISA Considerations

 

The notes are generally eligible for purchase by employee benefit plans and individual retirement accounts and similar arrangements, and by persons investing on behalf of or with plan assets of such plans, accounts and arrangements, subject to certain considerations and exceptions.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

8



THE CONTRACTS

        The contracts are (or will be, in the case of subsequent contracts) fixed-rate simple interest conditional sales contracts relating to motorcycles manufactured by Harley-Davidson, Inc. or Buell Motorcycle Company, a wholly-owned subsidiary of Harley-Davidson, Inc., and certain other manufacturers. The contracts were originated by the seller indirectly through (i) Harley-Davidson motorcycle dealers or (ii) Eaglemark Savings Bank and acquired by the depositor in the ordinary course of the depositor's business. Each contract has (or will have) a fixed annual percentage rate and provides for, if timely made, payments of principal and interest which fully amortize the loan on a simple interest basis over its term. The contracts have or will have the following characteristics:

    the last scheduled payment of each initial contract is due no later than August 2009, and with respect to the contracts as a whole (including any subsequent contracts conveyed to the trust after the closing date), the last scheduled payment will be due no later than November 2009;

    the first scheduled payment date of contracts representing approximately 99.02% of the aggregate principal balance of the initial contracts as of the initial cutoff date is due no later than August 2002 and the first scheduled payment date of remaining contracts representing approximately 0.98% of the aggregate principal balance of the initial contracts as of the initial cutoff date is due no later than September 2002;

    approximately 73.06% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles which were new and approximately 26.94% is attributable to loans to purchase motorcycles which were used at the time the related contract was originated;

    approximately 99.96% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles manufactured by Harley-Davidson or Buell and approximately 0.04% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles not manufactured by Harley-Davidson or Buell;

    all initial contracts have a contractual rate of interest of at least 5.49% per annum and not more than 22.49% per annum and the weighted average contractual rate of interest of the initial contracts as of the initial cutoff date is approximately 11.70% per annum (see Table 1 below);

    the initial contracts have remaining maturities as of the initial cutoff date of at least 1 month but not more than 84 months and original maturities of at least 12 months but not more than 84 months;

    the initial contracts have a weighted average term to scheduled maturity, as of origination, of approximately 76.41 months, and a weighted average term to scheduled maturity as of the initial cutoff date of approximately 73.81 months (see Tables 2 and 3 below);

    the average principal balance per initial contract as of the initial cutoff date was approximately $13,268.19 and the principal balances on the initial contracts as of the initial cutoff date ranged from $547.44 to $39,219.03 (see Table 4 below);

    the contracts arise (or will arise) from loans to obligors located in 50 states, the District of Columbia, the U.S. Territories and military bases and with respect to the initial contracts, constitute the following approximate amounts expressed as a percentage of the aggregate principal balance of the initial contracts as of the initial cutoff date: 10.02% in California, 9.18% in Texas and 6.42% in Florida (see Table 5 below). No other geographic location represented more than 5.00% by aggregate principal balance of the initial contracts.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

9


        Except for certain criteria specified in the preceding paragraph, there will be no required characteristics of the subsequent contracts.Therefore, following the transfer of the subsequent contracts to the trust, the aggregate characteristics of the entire pool of the contracts, including the composition of the contracts, the distribution by weighted average annual percentage rate of the contracts, the distribution by calculated remaining term of the contracts, the distribution by original term to maturity of the contracts, the distribution by current balance of the contracts, and the geographic distribution of the contracts, described in the following tables, may vary from those of the initial contracts as of the initial cutoff date.


TABLE 1

DISTRIBUTION BY APR OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

RATE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF
POOL BALANCE(1)

 
5.490 to 6.000%   52   0.18 % $ 767,356.68   0.20 %
6.001 to 7.000%   578   1.97     9,081,100.62   2.33  
7.001 to 8.000%   1,269   4.32     19,443,248.55   4.99  
8.001 to 9.000%   3,966   13.49     58,501,296.99   15.00  
9.001 to 10.000%   4,609   15.68     65,442,532.16   16.78  
10.001 to 11.000%   4,693   15.97     63,494,275.62   16.28  
11.001 to 12.000%   3,008   10.23     37,601,985.79   9.64  
12.001 to 13.000%   3,442   11.71     42,459,478.43   10.89  
13.001 to 14.000%   2,182   7.42     25,871,222.38   6.63  
14.001 to 15.000%   1,825   6.21     22,595,551.37   5.79  
15.001 to 16.000%   720   2.45     8,130,671.09   2.08  
16.001 to 17.000%   547   1.86     6,722,383.95   1.72  
17.001 to 18.000%   908   3.09     11,110,807.17   2.85  
18.001 to 19.000%   162   0.55     1,820,635.43   0.47  
19.001 to 20.000%   517   1.76     6,108,430.29   1.57  
20.001 to 21.000%   324   1.10     3,727,011.23   0.96  
21.001 to 22.000%   591   2.01     7,117,050.36   1.82  
22.001 to 22.490%   2   0.01     23,477.68   0.01  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

10



TABLE 2

DISTRIBUTION BY CALCULATED REMAINING TERM
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

CALCULATED REMAINING
TERM (MONTHS)

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF
POOL BALANCE(1)

 
1 to 12   520   1.77 % $ 1,132,770.84   0.29 %
13 to 24   2,048   6.97     10,249,527.32   2.63  
25 to 36   493   1.68     4,037,049.99   1.04  
37 to 48   834   2.84     8,110,055.44   2.08  
49 to 60   2,026   6.89     23,622,271.10   6.06  
61 to 72   12,043   40.97     142,160,780.87   36.45  
73 to 84   11,431   38.89     200,706,060.23   51.46  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 


TABLE 3

DISTRIBUTION BY CALCULATED ORIGINAL TERM
TO MATURITY OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

ORIGINAL TERM (MONTHS)

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF POOL
BALANCE(1)

 
1 to 12   12   0.04 % $ 64,770.48   0.02 %
13 to 24   171   0.58     1,056,814.60   0.27  
25 to 36   485   1.65     3,992,639.58   1.02  
37 to 48   828   2.82     8,052,440.65   2.06  
49 to 60   2,488   8.46     24,552,833.71   6.30  
61 to 72   13,958   47.48     151,354,290.35   38.81  
73 to 84   11,453   38.96     200,944,726.42   51.52  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

11



TABLE 4

DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

CURRENT BALANCE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF POOL
BALANCE(1)

 
$547.44 to 1,000.00   43   0.15 % $ 34,963.01   0.01 %
$1,000.01 to 2,000.00   318   1.08     492,120.18   0.13  
$2,000.01 to 3,000.00   498   1.69     1,271,137.25   0.33  
$3,000.01 to 4,000.00   661   2.25     2,338,726.57   0.60  
$4,000.01 to 5,000.00   919   3.13     4,147,729.70   1.06  
$5,000.01 to 6,000.00   1,066   3.63     5,896,270.73   1.51  
$6,000.01 to 7,000.00   1,416   4.82     9,235,288.88   2.37  
$7,000.01 to 8,000.00   1,607   5.47     12,050,271.38   3.09  
$8,000.01 to 9,000.00   1,535   5.22     13,078,021.73   3.35  
$9,000.01 to 10,000.00   1,629   5.54     15,536,195.27   3.98  
$10,000.01 to 11,000.00   1,387   4.72     14,545,404.54   3.73  
$11,000.01 to 12,000.00   1,204   4.10     13,846,632.83   3.55  
$12,000.01 to 13,000.00   1,262   4.29     15,778,756.70   4.05  
$13,000.01 to 14,000.00   1,335   4.54     18,039,868.56   4.63  
$14,000.01 to 15,000.00   1,646   5.60     23,925,986.26   6.13  
$15,000.01 to 16,000.00   1,884   6.41     29,213,505.98   7.49  
$16,000.01 to 17,000.00   2,123   7.22     35,021,798.84   8.98  
$17,000.01 to 18,000.00   2,223   7.56     38,908,534.45   9.98  
$18,000.01 to 19,000.00   1,918   6.52     35,487,381.04   9.10  
$19,000.01 to 20,000.00   1,444   4.91     28,151,011.48   7.22  
$20,000.01 to 21,000.00   1,117   3.80     22,864,402.53   5.86  
$21,000.01 to 22,000.00   762   2.59     16,352,894.12   4.19  
$22,000.01 to 23,000.00   509   1.73     11,439,394.21   2.93  
$23,000.01 to 24,000.00   331   1.13     7,774,934.36   1.99  
$24,000.01 to 25,000.00   211   0.72     5,157,716.40   1.32  
$25,000.01 to 26,000.00   137   0.47     3,487,991.11   0.89  
$26,000.01 to 27,000.00   74   0.25     1,959,756.56   0.50  
$27,000.01 to 28,000.00   59   0.20     1,622,034.68   0.42  
$28,000.01 to 29,000.00   27   0.09     768,130.51   0.20  
$29,000.01 to 30,000.00   17   0.06     500,435.14   0.13  
$30,000.01 to 31,000.00   11   0.04     336,000.75   0.09  
$31,000.01 to 32,000.00   3   0.01     94,192.85   0.02  
$32,000.01 to 33,000.00   5   0.02     161,567.73   0.04  
$33,000.01 to 34,000.00   2   0.01     67,784.19   0.02  
$34,000.01 to 35,000.00   4   0.01     137,946.91   0.04  
$35,000.01 to 36,000.00   3   0.01     105,908.39   0.03  
$36,000.01 to 37,000.00   2   0.01     72,972.55   0.02  
$37,000.01 to 38,000.00   1   0.00     37,594.51   0.01  
$38,000.01 to 39,000.00   1   0.00     38,033.88   0.01  
$39,000.01 to 39,219.03   1   0.00     39,219.03   0.01  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

12



TABLE 5

GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

STATE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF POOL
BALANCE(1)

 
ALABAMA   401   1.36 % $ 5,447,790.67   1.40 %
ALASKA   139   0.47     1,971,119.03   0.51  
ARIZONA   606   2.06     9,033,492.90   2.32  
ARKANSAS   132   0.45     1,861,136.18   0.48  
CALIFORNIA   2,918   9.93     39,073,813.99   10.02  
COLORADO   631   2.15     9,123,929.16   2.34  
CONNECTICUT   519   1.77     6,512,205.89   1.67  
DELAWARE   152   0.52     2,024,184.50   0.52  
DISTRICT OF COLUMBIA   8   0.03     89,964.93   0.02  
FLORIDA   1,807   6.15     25,033,631.17   6.42  
GEORGIA   943   3.21     13,739,843.24   3.52  
HAWAII   109   0.37     1,416,409.44   0.36  
IDAHO   130   0.44     1,776,287.57   0.46  
ILLINOIS   1,180   4.01     15,591,512.50   4.00  
INDIANA   801   2.72     10,567,673.26   2.71  
IOWA   393   1.34     5,271,223.49   1.35  
KANSAS   256   0.87     3,189,609.57   0.82  
KENTUCKY   331   1.13     4,351,010.40   1.12  
LOUISIANA   354   1.20     4,817,803.35   1.24  
MAINE   109   0.37     1,353,688.74   0.35  
MARYLAND   670   2.28     8,854,704.88   2.27  
MASSACHUSETTS   508   1.73     6,002,802.29   1.54  
MICHIGAN   812   2.76     11,010,501.29   2.82  
MINNESOTA   566   1.93     7,762,240.29   1.99  
MISSISSIPPI   123   0.42     1,730,380.09   0.44  
MISSOURI   538   1.83     7,413,275.45   1.90  
MONTANA   138   0.47     1,764,433.95   0.45  
NEBRASKA   84   0.29     1,094,366.01   0.28  
NEVADA   280   0.95     3,678,612.84   0.94  
NEW HAMPSHIRE   240   0.82     2,704,856.36   0.69  
NEW JERSEY   976   3.32     11,561,881.86   2.96  
NEW MEXICO   349   1.19     4,618,729.48   1.18  
NEW YORK   1,162   3.95     14,167,225.73   3.63  
NORTH CAROLINA   1,020   3.47     13,393,818.96   3.43  
NORTH DAKOTA   31   0.11     466,736.75   0.12  
OHIO   1,388   4.72     17,087,698.07   4.38  
OKLAHOMA   285   0.97     3,848,843.14   0.99  
OREGON   383   1.30     4,722,425.68   1.21  
PENNSYLVANIA   1,662   5.65     19,497,394.53   5.00  
RHODE ISLAND   80   0.27     1,016,711.53   0.26  
SOUTH CAROLINA   377   1.28     5,117,888.31   1.31  
This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.
 

13


SOUTH DAKOTA   97   0.33     1,245,908.34   0.32  
TENNESSEE   646   2.20     8,731,857.23   2.24  
TEXAS   2,466   8.39     35,805,132.97   9.18  
UTAH   140   0.48     1,842,429.71   0.47  
VERMONT   40   0.14     429,183.42   0.11  
VIRGINIA   751   2.55     9,638,954.01   2.47  
WASHINGTON   817   2.78     11,689,639.42   3.00  
WEST VIRGINIA   247   0.84     3,276,732.07   0.84  
WISCONSIN   441   1.50     5,558,710.64   1.43  
WYOMING   92   0.31     1,144,966.49   0.29  
OTHER(2)   67   0.23     893,144.02   0.23  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

(2)
Includes U.S. Territories and military bases.

Delinquency, Loan Loss and Repossession Information

        The following tables set forth the delinquency experience and loan loss and repossession experience of the seller's portfolio of conditional sales contracts for motorcycles. These figures include data in respect of contracts which the seller has previously sold with respect to prior securitizations and for which the seller acts as servicer.

 
  Delinquency Experience(1)
(Dollars in Thousands)
At December 31,

 
 
  2001
  2000
  1999
  1998
  1997
 
 
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
 
Portfolio   158,254   $ 1,663,819.7   117,884   $ 1,185,300.1   91,556   $ 914,545.5   67,137   $ 651,248.7   45,258   $ 434,890.7  
Period of Delinquency(2)                                                    
  30-59 Days   5,141     50,955.7   4,334   $ 42,325.0   2,868   $ 28,307.9   1,970   $ 17,768.1   1,264     11,454.6  
  60-89 Days   1,571     15,620.1   1,395     13,517.4   983     9,424.3   745     6,153.9   559     5,112.1  
  90 Days or more   800     8,325.9   518     5,255.6   371     3,569.9   304     2,591.0   269     2,196.5  
   
 
 
 
 
 
 
 
 
 
 
Total Delinquencies   7,512   $ 74,901.7   6,247   $ 61,098.0   4,222   $ 41,302.1   3,019   $ 26,513.0   2,092   $ 18,763.2  
   
 
 
 
 
 
 
 
 
 
 
Total Delinquencies as a Percent of Total Portfolio   4.75 %   4.50 % 5.30 %   5.15 % 4.61 %   4.52 % 4.50 %   4.07 % 4.62 %   4.31 %

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

14


 
  At June 30,
 
 
  2002
  2001
 
 
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
 
Portfolio   188,297   $ 2,072,449.3   140,823   $ 1,454,785.0  
Period of Delinquency(2)                      
  30-59 Days   4,675   $ 46,497.5   4,205   $ 40,871.9  
  60-89 Days   1,198     11,680.2   1,204     11,726.7  
  90 Days or more   418     4,344.7   375     3,588.7  
   
 
 
 
 
Total Delinquencies   6,291   $ 62,522.4   5,784   $ 56,187.3  
   
 
 
 
 
Total Delinquencies as a Percent of Total Portfolio   3.34 %   3.02 % 4.11 %   3.86 %

(1)
Excludes delinquent contracts already in repossession, which contracts the servicer does not consider outstanding.

(2)
The period of delinquency is based on the number of days payment is contractually past due (assuming 30-day months). Consequently, a payment due on the first day of a month is not 30 days delinquent until the first day of the next month.


Loan Loss/Repossession Experience
(Dollars in Thousands)

 
  Year Ended December 31,
 
 
  2001
  2000
  1999
  1998
  1997
 
Principal Balance of All Contracts Serviced(1)   $ 1,671,144.6   $ 1,190,184.2   $ 918,481.6   $ 653,836.0   $ 436,771.0  
Contract Liquidations(3)     2.05 %   1.75 %   1.59 %   1.54 %   1.42 %
Net Losses:                                
  Dollars(3)   $ 13,905.6   $ 8,707.8   $ 5,875.0   $ 5,245.3   $ 3,781.1  
  Percentage(4)     0.83 %   0.73 %   0.64 %   0.80 %   0.87 %
 
  Six Months Ended June 30,
 
 
  2002
  2001
 
Principal Balance of All Contracts Serviced(1)   $ 2,078,086.4   $ 1,458,625.8  
Contract Liquidations(2)     2.46 %   2.11 %
Net Losses:              
  Dollars(3)   $ 8,856.8   $ 6,435.3  
  Percentage(4)     0.85 %   0.88 %

(1)
As of period end. Includes contracts already in repossession.

(2)
As a percentage of the total number of contracts being serviced as of period end, calculated on an annualized basis.

(3)
The calculation of net loss includes actual charge-offs, deficiency balances remaining after liquidation of repossessed vehicles and expenses of repossession and liquidation, net of recoveries.

(4)
As a percentage of the principal amount of contracts being serviced as of period end, calculated on an annualized basis.

        The data presented in the foregoing tables are for illustrative purposes only and there is no assurance that the delinquency, loan loss or repossession experience of the contracts will be similar to that set forth above.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Banc One Capital Markets Sales Representative immediately.

15


Computational Materials

Harley-Davidson Motorcycle Trust 2002-2

Issuer
Subject to Revision
Term Sheet dated August 7, 2002

$350,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1

$220,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2

$30,000,000 [    ]% Harley-Davidson Motorcycle Contract Backed Notes, Class B

Harley-Davidson Customer Funding Corp.

Trust Depositor

Harley-Davidson Credit Corp.

Seller and Servicer

        The information contained in the attached materials is referred to as the "Information".

        The attached Term Sheet has been prepared by Harley-Davidson Credit Corp. ("Harley Credit") and relates to Harley-Davidson Motorcycle Trust 2002-2. Neither Wachovia Securities Inc. ("Wachovia") nor any of its affiliates makes any representation as to the accuracy or completeness of the Information herein. The Information contained herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission.

        The Information contained herein will be superseded by the description of the collateral pool contained in the prospectus supplement relating to the securities.

        The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security. The assumptions underlying the Information, including structure and collateral, may be modified from time to time to reflect changed circumstances.

        Although a registration statement (including the prospectus) relating to the securities discussed in this communication has been filed with the Securities and Exchange Commission and is effective, the final prospectus supplement relating to the securities discussed in this communication has not been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities discussed in this communication in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Prospective purchasers are referred to the final prospectus and prospectus supplement relating to the securities discussed in this communication for definitive Information on any matter discussed in this communication. Any investment decision should be based only on the data in the prospectus and the prospectus supplement ("Offering Documents") and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. A final prospectus and prospectus supplement may be obtained by contacting the Wachovia Syndicate Desk at (704) 383-7727.



Harley-Davidson Motorcycle Trust 2002-2
Harley-Davidson Credit Corp., Seller and Servicer
Harley-Davidson Customer Funding Corp., Trust Depositor

Subject to Revision

Term Sheet dated August 7, 2002

 
   
Trust   Harley-Davidson Motorcycle Trust 2002-2 (the "Trust").

Trust Depositor

 

Harley-Davidson Customer Funding Corp., a wholly owned, limited-purpose subsidiary of Harley-Davidson Credit Corp. (the
"Trust Depositor").

Seller and Servicer or Seller/Servicer

 

Harley-Davidson Credit Corp. (
"Harley Credit" or the "Seller" or, in its capacity as Servicer, the "Servicer"), a 100% owned subsidiary of Harley-Davidson Financial Services, Inc.

Owner Trustee

 

Wilmington Trust Company, a Delaware banking corporation (in such capacity, the
"Owner Trustee").

Indenture Trustee

 

BNY Midwest Trust Company, an Illinois trust company (in such capacity, the
"Indenture Trustee"). The Indenture Trustee will also act as Paying Agent under the Indenture and the Trust Agreement.

Closing Date

 

On or about August 16, 2002.

Terms of the Notes

 

The principal terms of the notes will be as described below:
 
  Class

  Aggregate Principal
Amount Rates

  Interest Rates
    Class A-1 notes   $ 350,000,000             %
    Class A-2 notes   $ 220,000,000             %
    Class B notes   $ 30,000,000             %
 
   
    The notes represent indebtedness of the trust secured by the assets of the trust.

 

 

Each class of notes will be issued in minimum denominations of $1,000 and will be available in book-entry form only.

Payment Dates

 

The trust will pay interest and principal on the notes on the 15th day of each month or if that day is not a business day, the next business day. The first payment date is September 16, 2002.

Record Dates

 

The day immediately preceding the payment date.

Interest

 

Interest Periods:

 

 

Interest on the notes will accrue in the following manner:
 
  From (including)

  To (excluding)

  Day Count
Convention

    15th day of prior month   15th day of current month   30/360
 
   
    The first interest period will begin on and include the closing date and end on and exclude September 15, 2002.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

2



 

 

Payment of Interest:

 

 

On each payment date the trust will pay interest on the notes which will be made from available collections and other amounts.

 

 

Interest payments on the Class A-1 notes and Class A-2 notes will have the same priority. Interest payments on the Class B notes will be subordinated to interest payments on the Class A notes. The trust will make interest payments on the Class B notes after paying interest on the Class A-1 notes and Class A-2 notes.

Principal

 

On each payment date, the trust will pay principal on the notes which will be made from available collections and other amounts.

 

 

Principal payments on the Class A notes will be senior in priority to principal payments on the Class B notes. Principal payments on each payment date will generally be allocated 95.00% to the Class A notes and 5.00% to the Class B notes. However, any shortfall in the amount of funds available for principal payments on any payment date will reduce the principal payment on the Class B notes (up to the full amount of the payment) before the principal payment on the Class A notes will be reduced. Principal payments on the Class A notes will be paid sequentially, so that no principal will be paid on the Class A-2 notes until the Class A-1 notes have been paid in full.

Final Scheduled Payment Dates

 

The final scheduled payment dates of the notes are as follows:

 

 

 
 
  Class

  Final Scheduled Payment Date
    Class A-1 notes   April 2007 Payment Date
    Class A-2 notes   June 2010 Payment Date
    Class B notes   June 2010 Payment Date
 
   
    If the notes have not already been paid in full prior to their respective final scheduled payment dates, we will be obligated to pay the outstanding principal amount of the notes in full on such dates. Certain circumstances could cause principal to be paid earlier or later, or in reduced amounts.

Optional Redemption

 

The seller may cause the depositor to redeem the notes in full if the aggregate outstanding principal balance of the contracts owned by the trust declines to less than 10% of the sum of:

 

 

 
    the aggregate outstanding principal balance of the contracts owned by the trust as of the closing date; and

 

 


the initial amount on deposit in the pre-funding account.
 
   
    The redemption price will be equal to the unpaid principal amount of the notes plus accrued interest thereon.

Mandatory Special Redemption

 

The notes will be prepaid in part, without premium, on the payment date on or immediately following the last day of the funding period in the event that any amount remains on deposit in the pre-funding account. The aggregate principal amount of notes to be prepaid will be an amount equal to the amount then on deposit in the pre-funding account allocated pro rata among the notes; provided that if the amount remaining on deposit in the pre-funding account is less than $150,000, such amount will be allocated solely to the Class A-1 noteholders.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

 

 

 

3



The Contracts and Other Assets of the Trust

 

The property of the trust will be a pool of fixed-rate, simple interest conditional sales contracts and installment loan contracts relating to motorcycles manufactured by Harley-Davidson, Inc., Buell Motorcycle Company, a wholly-owned subsidiary of Harley-Davidson, Inc., and certain other manufacturers. The contracts were originated by the seller indirectly through (i) Harley-Davidson motorcycle dealers or (ii) Eaglemark Savings Bank, a wholly-owned subsidiary of Harley-Davidson Financial Services, Inc. Included in the trust's assets are security interests in the Harley-Davidson, Buell and other motorcycles securing the contracts and proceeds, if any, from certain insurance policies with respect to such motorcycles.

The Contracts

 

Our main source of funds for making payments on the notes will be collections on the contracts. The contracts transferred to the trust will be selected from contracts in the depositor's portfolio based on the criteria specified in the transfer and sale agreement. The contracts arise and will arise from loans to obligors located in the 50 states of the United States, the District of Columbia, the U.S. Territories and military bases.

 

 

On the closing date, pursuant to the sale and servicing agreement, the depositor will transfer, and the trust will acquire, initial contracts with the characteristics set forth below as of the close of business on August 4, 2002, the initial cutoff date.

 

 

Following the closing date, pursuant to the sale and servicing agreement, the depositor will be obligated, subject only to the availability thereof, to transfer, and the trust will be obligated to acquire, subject to the satisfaction of certain conditions set forth therein, subsequent contracts. Following the transfer of subsequent contracts to the trust, the aggregate characteristics of the entire pool of contracts may vary from those of the initial contracts as to the characteristics set forth below.

 

 

The last scheduled payment on the initial contract with the latest maturity will occur in August 2009.

 

 

No contract (including any subsequent contract sold to the trust after the closing date) will have a scheduled maturity later than November 2009. However, an obligor can generally prepay its contract at any time without penalty.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

4


COMPOSITION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

 

 

Aggregate Principal Balance

 

$390,018,515.79
    Number of Contracts   29,395
    Average Principal Balance   $13,268.19
    Weighted Average Annual Percentage Rate (APR)   11.70%
        (Range)   5.49% to 22.49%
    Weighted Average Original Term (in months)   76.41
        (Range)   12 to 84
    Weighted Average Calculated Remaining Term (in months)   73.81
        (Range)   1 to 84
 
   
    GEOGRAPHIC CONCENTRATION
(AS OF THE INITIAL CUTOFF DATE)
 
  State

  Principal Balance Concentration
    California   10.02%
    Texas   9.18%
    Florida   6.42%
 
   
    No other state represented more than 5.00% of the aggregate principal balance of the contracts as of the initial cutoff date.

Reserve Fund

 

On the closing date, the depositor will establish a trust account in the name of the indenture trustee which we refer to as the "
reserve fund." The reserve fund provides you with limited protection in the event collections from obligors on the contracts are insufficient to make payment on the notes. We cannot assure you, however, that this protection will be adequate to prevent shortfalls in amounts available to make payments on the notes.

 

 

The initial balance of the reserve fund will be $3,900,185.16 (1.00% of the initial aggregate principal balance of the contracts). The amount required to be on deposit in the reserve fund on each payment date will equal the greater of (a) 2.00% of the principal balance of the contracts in the trust as of the first day of the immediately preceding calendar month (6.00% in the event a trigger event occurs) or (b) 1.00% of the aggregate of the initial note balances. In no event shall the amount required to be on deposit in the reserve fund exceed the aggregate outstanding principal balance of the notes.

 

 

If the amount on deposit in the reserve fund on any payment date is less than the required amount, the trust will use the funds available to it after payment of the servicing fee and the fee payable to the indenture trustee, reimbursement of servicer advances and payment of interest and principal on the notes to make a deposit into the reserve fund. Amounts on deposit in the reserve fund on any payment date in excess of the required amount will be paid to the depositor.

 

 

If on any payment date the funds available to the trust to pay principal and interest on the notes are insufficient to make payments on the notes, the trust will use funds in the reserve fund to cover any shortfalls.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

 

 

 

5



 

 

If on the final scheduled payment date of any class of notes, the principal balance of that class has not been paid in full, the trust will use funds in the reserve fund to pay those notes in full.

Pre-Funding Account

 

On the closing date, the trust depositor will fund an account called the pre-funding account by depositing $209,981,484.21 which will secure our obligations to purchase subsequent contracts from the seller and transfer those contracts to the trust. The amount in the pre- funding account will be reduced by the amount used to purchase subsequent contracts from the seller. Substantially all of the subsequent contracts will be originated by Eaglemark Savings Bank. The trust depositor expects that the pre-funded amount will be reduced to less than $150,000 by the payment date occurring in November 2002. Any pre-funded amount remaining at the end of this funding period will be paid to the noteholders as described above in "
Terms of the Notes—Mandatory Special Redemption."

Interest Reserve Account

 

On the closing date, the trust depositor will fund an account called the interest reserve account which will provide additional funds to account for the fact that the monthly investment earnings on amounts in the pre-funding account (until such amounts have been used to purchase subsequent contracts) are expected to be less than the weighted average of the interest payments on the notes, as well as the amount necessary to pay trustees' fees. In addition to the initial deposit, all investment earnings with respect to the pre-funding account will be deposited into the interest reserve account.

 

 

The interest reserve account is not designed to provide any protection against losses on the contracts in the trust. After the funding period, money remaining in the interest reserve account will be paid to the trust depositor.

Ratings

 

On the closing date, the notes must have received ratings from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, and/or Moody's Investors Service, Inc. as set forth below:
 
   
  Standard & Poor's
  Moody's
    Class A-1   AAA   Aaa
    Class A-2   AAA   Aaa
    Class B   A   A2
 
   
    A rating is not a recommendation to buy, sell or hold securities. There can be no assurance that the ratings will not be lowered or withdrawn at any time by either of the rating agencies.

Advances

 

The servicer is obligated to advance each month an amount equal to accrued and unpaid interest on the contracts which was 30 days or greater delinquent with respect to the related due period, but only to the extent that the servicer believes that the amount of such advance will be recoverable from collections on the contracts. The servicer will be entitled to reimbursement of its outstanding advances on any payment date by means of a first priority withdrawal of certain funds then held in the collection account.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

 

 

 

6



Mandatory Reacquisition by the Depositor

 

Under the sale and servicing agreement, we have agreed, in the event of a breach of certain representations and warranties made by us which materially and adversely affects the trust's interest in any contract and which has not been cured, to reacquire such contract within two business days prior to the first determination date after the servicer, the trustee, the indenture trustee or we become aware of such breach.

Servicing Fees

 

The servicer will be entitled to receive a monthly servicing fee equal to 1/12th of 1% of the principal balance of the contracts as of the first day of the prior calendar month. The servicer will also be entitled to receive any extension fees or late payment penalty fees paid by obligors. The servicing fees will be paid to the servicer prior to any payments to the noteholders.

Priority of Payments

 

Prior to Acceleration of the Notes:

 

 

On each payment date prior to the acceleration of the notes, the trust will apply collections on the contracts received during the prior calendar month, servicer advances and funds transferred from the reserve fund to make the following payments in the following order of priority:

 

 

 
    to the noteholders, the amount of any mandatory special redemption;

 

 


reimbursement of servicer advances;

 

 


servicing fee;

 

 


indenture trustee's fee;

 

 


interest on the Class A notes, pro rata;

 

 


interest on the Class B notes;

 

 


principal on the Class A notes and the Class B notes, in the priority set forth in "Principal" above;

 

 


to the reserve fund, the amount, if any, needed to fund the reserve fund to the required amount;

 

 


any remaining amounts to the depositor as certificateholder under the trust agreement.
 
   
    After Acceleration of the Notes:

 

 

After an event of default due to a breach of a material covenant or agreement by the trust and acceleration of the notes, all distributions available to the noteholders will be made in the following priority:

 

 

 
    interest on the Class A notes;

 

 


interest on the Class B notes;

 

 


principal on the Class A notes, pro rata, until paid in full; and

 

 


principal on the Class B notes, until paid in full.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

7


 
   
    After an event of default due to a payment default or certain insolvency events and acceleration of the notes, all distributions available to the noteholders will be made in the following priority:
     
    interest on the Class A notes;

 

 


principal on the Class A notes, pro rata, until paid in full;

 

 


interest on the Class B notes; and

 

 


principal on the Class B notes, until paid in full.
 
   
Credit Enhancement   The credit enhancement for the notes is as follows:
 
   
   
 
    Class A notes:   subordination of the Class B notes
        reserve fund
        excess spread

 

 

Class B notes:

 


reserve fund
        excess spread
 
   
Material Federal Income Tax Consequences   Winston & Strawn, as federal tax counsel to the trust, has delivered its opinion that the notes will be characterized as debt for federal income tax purposes, and the trust will not be characterized as an association (or publicly traded partnership) taxable as a corporation. The purpose of obtaining the opinion of tax counsel is to provide investors with greater assurance regarding the character of the notes for federal income tax purposes and that the issuer of the notes will not be subject to federal income tax at the entity level. However, an opinion of tax counsel is not binding on the Internal Revenue Service and there is no assurance that the Internal Revenue Service will not disagree with the opinion of tax counsel. By purchasing a note, you will agree to treat your note as debt for federal, state and local income tax purposes. As a result, payments received by you will generally be treated as either interest or principal and you will not be considered an owner of an equity interest in the trust.

ERISA Considerations

 

The notes are generally eligible for purchase by employee benefit plans and individual retirement accounts and similar arrangements, and by persons investing on behalf of or with plan assets of such plans, accounts and arrangements, subject to certain considerations and exceptions.

This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

8



THE CONTRACTS

        The contracts are (or will be, in the case of subsequent contracts) fixed-rate simple interest conditional sales contracts relating to motorcycles manufactured by Harley-Davidson, Inc. or Buell Motorcycle Company, a wholly-owned subsidiary of Harley-Davidson, Inc., and certain other manufacturers. The contracts were originated by the seller indirectly through (i) Harley-Davidson motorcycle dealers or (ii) Eaglemark Savings Bank and acquired by the depositor in the ordinary course of the depositor's business. Each contract has (or will have) a fixed annual percentage rate and provides for, if timely made, payments of principal and interest which fully amortize the loan on a simple interest basis over its term. The contracts have or will have the following characteristics:

    the last scheduled payment of each initial contract is due no later than August 2009, and with respect to the contracts as a whole (including any subsequent contracts conveyed to the trust after the closing date), the last scheduled payment will be due no later than November 2009;

    the first scheduled payment date of contracts representing approximately 99.02% of the aggregate principal balance of the initial contracts as of the initial cutoff date is due no later than August 2002 and the first scheduled payment date of remaining contracts representing approximately 0.98% of the aggregate principal balance of the initial contracts as of the initial cutoff date is due no later than September 2002;

    approximately 73.06% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles which were new and approximately 26.94% is attributable to loans to purchase motorcycles which were used at the time the related contract was originated;

    approximately 99.96% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles manufactured by Harley-Davidson or Buell and approximately 0.04% of the principal balance of the initial contracts as of the initial cutoff date is attributable to loans to purchase motorcycles not manufactured by Harley-Davidson or Buell;

    all initial contracts have a contractual rate of interest of at least 5.49% per annum and not more than 22.49% per annum and the weighted average contractual rate of interest of the initial contracts as of the initial cutoff date is approximately 11.70% per annum (see Table 1 below);

    the initial contracts have remaining maturities as of the initial cutoff date of at least 1 month but not more than 84 months and original maturities of at least 12 months but not more than 84 months;

    the initial contracts have a weighted average term to scheduled maturity, as of origination, of approximately 76.41 months, and a weighted average term to scheduled maturity as of the initial cutoff date of approximately 73.81 months (see Tables 2 and 3 below);

    the average principal balance per initial contract as of the initial cutoff date was approximately $13,268.19 and the principal balances on the initial contracts as of the initial cutoff date ranged from $547.44 to $39,219.03 (see Table 4 below);

    the contracts arise (or will arise) from loans to obligors located in 50 states, the District of Columbia, the U.S. Territories and military bases and with respect to the initial contracts, constitute the following approximate amounts expressed as a percentage of the aggregate principal balance of the initial contracts as of the initial cutoff date: 10.02% in California, 9.18% in Texas and 6.42% in Florida (see Table 5 below). No other geographic location represented more than 5.00% by aggregate principal balance of the initial contracts.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

9


        Except for certain criteria specified in the preceding paragraph, there will be no required characteristics of the subsequent contracts .Therefore, following the transfer of the subsequent contracts to the trust, the aggregate characteristics of the entire pool of the contracts, including the composition of the contracts, the distribution by weighted average annual percentage rate of the contracts, the distribution by calculated remaining term of the contracts, the distribution by original term to maturity of the contracts, the distribution by current balance of the contracts, and the geographic distribution of the contracts, described in the following tables, may vary from those of the initial contracts as of the initial cutoff date.


TABLE 1

DISTRIBUTION BY APR OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

RATE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF
POOL BALANCE(1)

 
5.490 to 6.000%   52   0.18 % $ 767,356.68   0.20 %
6.001 to 7.000%   578   1.97     9,081,100.62   2.33  
7.001 to 8.000%   1,269   4.32     19,443,248.55   4.99  
8.001 to 9.000%   3,966   13.49     58,501,296.99   15.00  
9.001 to 10.000%   4,609   15.68     65,442,532.16   16.78  
10.001 to 11.000%   4,693   15.97     63,494,275.62   16.28  
11.001 to 12.000%   3,008   10.23     37,601,985.79   9.64  
12.001 to 13.000%   3,442   11.71     42,459,478.43   10.89  
13.001 to 14.000%   2,182   7.42     25,871,222.38   6.63  
14.001 to 15.000%   1,825   6.21     22,595,551.37   5.79  
15.001 to 16.000%   720   2.45     8,130,671.09   2.08  
16.001 to 17.000%   547   1.86     6,722,383.95   1.72  
17.001 to 18.000%   908   3.09     11,110,807.17   2.85  
18.001 to 19.000%   162   0.55     1,820,635.43   0.47  
19.001 to 20.000%   517   1.76     6,108,430.29   1.57  
20.001 to 21.000%   324   1.10     3,727,011.23   0.96  
21.001 to 22.000%   591   2.01     7,117,050.36   1.82  
22.001 to 22.490%   2   0.01     23,477.68   0.01  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

10



TABLE 2

DISTRIBUTION BY CALCULATED REMAINING TERM
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

CALCULATED REMAINING
TERM (MONTHS)

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF
POOL BALANCE(1)

 
1 to 12   520   1.77 % $ 1,132,770.84   0.29 %
13 to 24   2,048   6.97     10,249,527.32   2.63  
25 to 36   493   1.68     4,037,049.99   1.04  
37 to 48   834   2.84     8,110,055.44   2.08  
49 to 60   2,026   6.89     23,622,271.10   6.06  
61 to 72   12,043   40.97     142,160,780.87   36.45  
73 to 84   11,431   38.89     200,706,060.23   51.46  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 


TABLE 3

DISTRIBUTION BY CALCULATED ORIGINAL TERM
TO MATURITY OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

ORIGINAL TERM (MONTHS)

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS (1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF POOL
BALANCE (1)

 
1 to 12   12   0.04 % $ 64,770.48   0.02 %
13 to 24   171   0.58     1,056,814.60   0.27  
25 to 36   485   1.65     3,992,639.58   1.02  
37 to 48   828   2.82     8,052,440.65   2.06  
49 to 60   2,488   8.46     24,552,833.71   6.30  
61 to 72   13,958   47.48     151,354,290.35   38.81  
73 to 84   11,453   38.96     200,944,726.42   51.52  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

11



TABLE 4

DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

CURRENT BALANCE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF POOL
BALANCE(1)

 
$547.44 to 1,000.00   43   0.15 % $ 34,963.01   0.01 %
$1,000.01 to 2,000.00   318   1.08     492,120.18   0.13  
$2,000.01 to 3,000.00   498   1.69     1,271,137.25   0.33  
$3,000.01 to 4,000.00   661   2.25     2,338,726.57   0.60  
$4,000.01 to 5,000.00   919   3.13     4,147,729.70   1.06  
$5,000.01 to 6,000.00   1,066   3.63     5,896,270.73   1.51  
$6,000.01 to 7,000.00   1,416   4.82     9,235,288.88   2.37  
$7,000.01 to 8,000.00   1,607   5.47     12,050,271.38   3.09  
$8,000.01 to 9,000.00   1,535   5.22     13,078,021.73   3.35  
$9,000.01 to 10,000.00   1,629   5.54     15,536,195.27   3.98  
$10,000.01 to 11,000.00   1,387   4.72     14,545,404.54   3.73  
$11,000.01 to 12,000.00   1,204   4.10     13,846,632.83   3.55  
$12,000.01 to 13,000.00   1,262   4.29     15,778,756.70   4.05  
$13,000.01 to 14,000.00   1,335   4.54     18,039,868.56   4.63  
$14,000.01 to 15,000.00   1,646   5.60     23,925,986.26   6.13  
$15,000.01 to 16,000.00   1,884   6.41     29,213,505.98   7.49  
$16,000.01 to 17,000.00   2,123   7.22     35,021,798.84   8.98  
$17,000.01 to 18,000.00   2,223   7.56     38,908,534.45   9.98  
$18,000.01 to 19,000.00   1,918   6.52     35,487,381.04   9.10  
$19,000.01 to 20,000.00   1,444   4.91     28,151,011.48   7.22  
$20,000.01 to 21,000.00   1,117   3.80     22,864,402.53   5.86  
$21,000.01 to 22,000.00   762   2.59     16,352,894.12   4.19  
$22,000.01 to 23,000.00   509   1.73     11,439,394.21   2.93  
$23,000.01 to 24,000.00   331   1.13     7,774,934.36   1.99  
$24,000.01 to 25,000.00   211   0.72     5,157,716.40   1.32  
$25,000.01 to 26,000.00   137   0.47     3,487,991.11   0.89  
$26,000.01 to 27,000.00   74   0.25     1,959,756.56   0.50  
$27,000.01 to 28,000.00   59   0.20     1,622,034.68   0.42  
$28,000.01 to 29,000.00   27   0.09     768,130.51   0.20  
$29,000.01 to 30,000.00   17   0.06     500,435.14   0.13  
$30,000.01 to 31,000.00   11   0.04     336,000.75   0.09  
$31,000.01 to 32,000.00   3   0.01     94,192.85   0.02  
$32,000.01 to 33,000.00   5   0.02     161,567.73   0.04  
$33,000.01 to 34,000.00   2   0.01     67,784.19   0.02  
$34,000.01 to 35,000.00   4   0.01     137,946.91   0.04  
$35,000.01 to 36,000.00   3   0.01     105,908.39   0.03  
$36,000.01 to 37,000.00   2   0.01     72,972.55   0.02  
$37,000.01 to 38,000.00   1   0.00     37,594.51   0.01  
$38,000.01 to 39,000.00   1   0.00     38,033.88   0.01  
$39,000.01 to 39,219.03   1   0.00     39,219.03   0.01  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

12



TABLE 5

GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

STATE

  NUMBER OF
CONTRACTS

  PERCENT OF
NUMBER OF
CONTRACTS(1)

  TOTAL OUTSTANDING
PRINCIPAL BALANCE

  PERCENT OF POOL
BALANCE(1)

 
ALABAMA   401   1.36 % $ 5,447,790.67   1.40 %
ALASKA   139   0.47     1,971,119.03   0.51  
ARIZONA   606   2.06     9,033,492.90   2.32  
ARKANSAS   132   0.45     1,861,136.18   0.48  
CALIFORNIA   2,918   9.93     39,073,813.99   10.02  
COLORADO   631   2.15     9,123,929.16   2.34  
CONNECTICUT   519   1.77     6,512,205.89   1.67  
DELAWARE   152   0.52     2,024,184.50   0.52  
DISTRICT OF COLUMBIA   8   0.03     89,964.93   0.02  
FLORIDA   1,807   6.15     25,033,631.17   6.42  
GEORGIA   943   3.21     13,739,843.24   3.52  
HAWAII   109   0.37     1,416,409.44   0.36  
IDAHO   130   0.44     1,776,287.57   0.46  
ILLINOIS   1,180   4.01     15,591,512.50   4.00  
INDIANA   801   2.72     10,567,673.26   2.71  
IOWA   393   1.34     5,271,223.49   1.35  
KANSAS   256   0.87     3,189,609.57   0.82  
KENTUCKY   331   1.13     4,351,010.40   1.12  
LOUISIANA   354   1.20     4,817,803.35   1.24  
MAINE   109   0.37     1,353,688.74   0.35  
MARYLAND   670   2.28     8,854,704.88   2.27  
MASSACHUSETTS   508   1.73     6,002,802.29   1.54  
MICHIGAN   812   2.76     11,010,501.29   2.82  
MINNESOTA   566   1.93     7,762,240.29   1.99  
MISSISSIPPI   123   0.42     1,730,380.09   0.44  
MISSOURI   538   1.83     7,413,275.45   1.90  
MONTANA   138   0.47     1,764,433.95   0.45  
NEBRASKA   84   0.29     1,094,366.01   0.28  
NEVADA   280   0.95     3,678,612.84   0.94  
NEW HAMPSHIRE   240   0.82     2,704,856.36   0.69  
NEW JERSEY   976   3.32     11,561,881.86   2.96  
NEW MEXICO   349   1.19     4,618,729.48   1.18  
NEW YORK   1,162   3.95     14,167,225.73   3.63  
NORTH CAROLINA   1,020   3.47     13,393,818.96   3.43  
NORTH DAKOTA   31   0.11     466,736.75   0.12  
OHIO   1,388   4.72     17,087,698.07   4.38  
OKLAHOMA   285   0.97     3,848,843.14   0.99  
OREGON   383   1.30     4,722,425.68   1.21  
PENNSYLVANIA   1,662   5.65     19,497,394.53   5.00  
RHODE ISLAND   80   0.27     1,016,711.53   0.26  
SOUTH CAROLINA   377   1.28     5,117,888.31   1.31  
This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.
 

13


SOUTH DAKOTA   97   0.33     1,245,908.34   0.32  
TENNESSEE   646   2.20     8,731,857.23   2.24  
TEXAS   2,466   8.39     35,805,132.97   9.18  
UTAH   140   0.48     1,842,429.71   0.47  
VERMONT   40   0.14     429,183.42   0.11  
VIRGINIA   751   2.55     9,638,954.01   2.47  
WASHINGTON   817   2.78     11,689,639.42   3.00  
WEST VIRGINIA   247   0.84     3,276,732.07   0.84  
WISCONSIN   441   1.50     5,558,710.64   1.43  
WYOMING   92   0.31     1,144,966.49   0.29  
OTHER(2)   67   0.23     893,144.02   0.23  
   
 
 
 
 
TOTALS:   29,395   100.00 % $ 390,018,515.79   100.00 %
   
 
 
 
 

(1)
Percentages may not add to 100.00% because of rounding.

(2)
Includes U.S. Territories and military bases.

Delinquency, Loan Loss and Repossession Information

        The following tables set forth the delinquency experience and loan loss and repossession experience of the seller's portfolio of conditional sales contracts for motorcycles. These figures include data in respect of contracts which the seller has previously sold with respect to prior securitizations and for which the seller acts as servicer.

 
  Delinquency Experience(1)
(Dollars in Thousands)
At December 31,

 
 
  2001
  2000
  1999
  1998
  1997
 
 
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
 
Portfolio   158,254   $ 1,663,819.7   117,884   $ 1,185,300.1   91,556   $ 914,545.5   67,137   $ 651,248.7   45,258   $ 434,890.7  
Period of Delinquency(2)                                                    
  30-59 Days   5,141     50,955.7   4,334   $ 42,325.0   2,868   $ 28,307.9   1,970   $ 17,768.1   1,264     11,454.6  
  60-89 Days   1,571     15,620.1   1,395     13,517.4   983     9,424.3   745     6,153.9   559     5,112.1  
  90 Days or more   800     8,325.9   518     5,255.6   371     3,569.9   304     2,591.0   269     2,196.5  
   
 
 
 
 
 
 
 
 
 
 
Total Delinquencies   7,512   $ 74,901.7   6,247   $ 61,098.0   4,222   $ 41,302.1   3,019   $ 26,513.0   2,092   $ 18,763.2  
   
 
 
 
 
 
 
 
 
 
 
Total Delinquencies as a Percent of Total Portfolio   4.75 %   4.50 % 5.30 %   5.15 % 4.61 %   4.52 % 4.50 %   4.07 % 4.62 %   4.31 %

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

14


 
  At June 30,
 
 
  2002
  2001
 
 
  Number
of
Contracts

  Amount
  Number
of
Contracts

  Amount
 
Portfolio   188,297   $ 2,072,449.3   140,823   $ 1,454,785.0  
Period of Delinquency(2)                      
  30-59 Days   4,675   $ 46,497.5   4,205   $ 40,871.9  
  60-89 Days   1,198     11,680.2   1,204     11,726.7  
  90 Days or more   418     4,344.7   375     3,588.7  
   
 
 
 
 
Total Delinquencies   6,291   $ 62,522.4   5,784   $ 56,187.3  
   
 
 
 
 
Total Delinquencies as a Percent of Total Portfolio   3.34 %   3.02 % 4.11 %   3.86 %

(1)
Excludes delinquent contracts already in repossession, which contracts the servicer does not consider outstanding.

(2)
The period of delinquency is based on the number of days payment is contractually past due (assuming 30-day months). Consequently, a payment due on the first day of a month is not 30 days delinquent until the first day of the next month.


Loan Loss/Repossession Experience
(Dollars in Thousands)

 
  Year Ended December 31,
 
 
  2001
  2000
  1999
  1998
  1997
 
Principal Balance of All Contracts Serviced(1)   $ 1,671,144.6   $ 1,190,184.2   $ 918,481.6   $ 653,836.0   $ 436,771.0  
Contract Liquidations(2)     2.05 %   1.75 %   1.59 %   1.54 %   1.42 %
Net Losses:                                
  Dollars(3)   $ 13,905.6   $ 8,707.8   $ 5,875.0   $ 5,245.3   $ 3,781.1  
  Percentage(4)     0.83 %   0.73 %   0.64 %   0.80 %   0.87 %
 
  Six Months Ended June 30,
 
 
  2002
  2001
 
Principal Balance of All Contracts Serviced(1)   $ 2,078,086.4   $ 1,458,625.8  
Contract Liquidations(2)     2.46 %   2.11 %
Net Losses:              
  Dollars(3)   $ 8,856.8   $ 6,435.3  
  Percentage(4)     0.85 %   0.88 %

(1)
As of period end. Includes contracts already in repossession.

(2)
As a percentage of the total number of contracts being serviced as of period end, calculated on an annualized basis.

(3)
The calculation of net loss includes actual charge-offs, deficiency balances remaining after liquidation of repossessed vehicles and expenses of repossession and liquidation, net of recoveries.

(4)
As a percentage of the principal amount of contracts being serviced as of period end, calculated on an annualized basis.

        The data presented in the foregoing tables are for illustrative purposes only and there is no assurance that the delinquency, loan loss or repossession experience of the contracts will be similar to that set forth above.

        This page must be accompanied by the disclaimer on the cover page of these materials.
If you did not receive such a disclaimer, please contact your
Wachovia Sales Representative immediately.

15




QuickLinks

THE CONTRACTS
TABLE 1 DISTRIBUTION BY APR OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 2 DISTRIBUTION BY CALCULATED REMAINING TERM OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 3 DISTRIBUTION BY CALCULATED ORIGINAL TERM TO MATURITY OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 4 DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 5 GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
Loan Loss/Repossession Experience (Dollars in Thousands)
THE CONTRACTS
TABLE 1 DISTRIBUTION BY APR OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 2 DISTRIBUTION BY CALCULATED REMAINING TERM OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 3 DISTRIBUTION BY CALCULATED ORIGINAL TERM TO MATURITY OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 4 DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 5 GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
Loan Loss/Repossession Experience (Dollars in Thousands)
THE CONTRACTS
TABLE 1 DISTRIBUTION BY APR OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 2 DISTRIBUTION BY CALCULATED REMAINING TERM OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 3 DISTRIBUTION BY CALCULATED ORIGINAL TERM TO MATURITY OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 4 DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
TABLE 5 GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS (AS OF THE INITIAL CUTOFF DATE)
Loan Loss/Repossession Experience (Dollars in Thousands)
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