-----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, JVFqC9IjZGEgR5M5vzc1XJk0skUl4hmN2PBPP8fD2lRR1syZSsqtzKWSXBaB00JS /Tx25f1CUMKof9XU/3p/wA== 0001019965-04-000107.txt : 20040326 0001019965-04-000107.hdr.sgml : 20040326 20040326135922 ACCESSION NUMBER: 0001019965-04-000107 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040326 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-37550 FILM NUMBER: 04692293 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 10-K 1 hd_10k03.txt HARLEY-DAVIDSON MOTORCYCLE TRUST 2003 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) [ x ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended DECEMBER 31, 2003 _____________________ or [ ] Transition Report Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934 [Fee Required] For the transition period from _____________ to ________ Commission file Number 333-37550 Harley-Davidson Customer Funding Corp. (Exact name of registrant as specified in its charter) Nevada 36-4396302 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4150 Technology Way Carson City, Nevada 98706 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (775)886-3200 Securities registered pursuant to Section 12(b) of the Act NONE Securities registered pursuant to Section 12(g) of the Act NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yes___ No _X_ PART I Item 1. Business This Annual Report on Form 10-K (the "Report") is filed with respect to Harley-Davidson Motorcycle Trusts 2003-1, 2003-2 and 2003-3 and 2003-4 (the "Trusts"). The Trusts issued $550,000,000, $425,000,000, $475,000,000 and $300,000,000, respectively in aggregate principal amount of asset-backed notes (the "Notes"). Certain information otherwise required to be included in this Report by the Instructions to Form 10-K has been omitted in reliance on the letter relief granted by the staff of the SEC to other companies in similar circumstances. Item 2. Properties See Exhibit 99.1 and Exhibit 99.2. Item 3. Legal Proceedings There were no legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of the Security Holders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder matters There were less than 300 participants per trust in the DTC system holding positions in the Cede Certificates as of December 31, 2003. The following were Noteholders of record as of the end of the reporting year. Harley-Davidson Motorcycle Trusts: Series 2003-1 Class A-1 Cede & Co. Series 2003-1 Class A-2 Cede & Co. Series 2003-1 Class B Cede & Co. Series 2003-2 Class A-1 Cede & Co. Series 2003-2 Class A-2 Cede & Co. Series 2003-2 Class B Cede & Co. Series 2003-3 Class A-1 Cede & Co. Series 2003-3 Class A-2 Cede & Co. Series 2003-3 Class B Cede & Co. Series 2003-4 Class A-1 Cede & Co. Series 2003-4 Class A-2 Cede & Co. Series 2003-4 Class B Cede & Co. There is no established public trading market for the Notes. Item 6. Selected Financial Data Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation Not applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not applicable. Item 8. Financial Statements and Supplementary Data Not applicable . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures Information required by Item 304 of Reg. S-K. There were no changes in and/or disagreements with Accountants on Accounting and Financial Disclosures. Item 9A. Controls and Procedures Not applicable PART III Item 10. Directors and Executive Officers of the Registrant Not applicable. Item 11. Executive Compensation Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management The Notes are represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company. An investor holding Notes is not entitled to receive a certificate representing such Note, except in limited circumstances. Accordingly, Cede & Co. is the sole holder of Notes, which it holds on behalf of brokers, dealers, banks and other participants in the DTC system. Such participants may hold Notes for their own accounts or for the accounts of their customers. The address of Cede & Co. is: Cede & Co. c/o The Depository Trust Company Seven Hanover Square New York, New York 10004 Item 13. Certain Relationships and Related Transactions. There has not been, and there is not currently proposed, any transactions or series or transactions, to which any of the Trust, the Registrant, the Trustee or the Servicer is a party with any Noteholder who, to the knowledge of the Registrant and Servicer, owns of record or beneficially more than five percent of the Notes. Item 14. Principal Accounting Fees and Services Not applicable PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. Not Applicable 2. Not Applicable 3. Exhibits 99.1 Annual Summary Statement 99.2 Annual Statement as to Compliance. 99.3 Annual Independent Public Accountant's Servicing Report. (b) Reports on Form 8-K The Registrant has filed Current Reports on Form 8-K with the Securities and Exchange Commission dated March 17, 2003 April 15, 2003, May 15, 2003, June 16, 2003, July 15, 2003, August 15, 2003, September 15, 2003, October 15, 2003, November 17, 2003 and December 15, 2003. (c) See (a) 3 above (d) Not Applicable SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Harley Davidson Customer Funding Corp. By: /s/ Perry A. Glassgow Vice President and Treasurer Date: March 30, 2004 Harley-Davidson Credit Corp. Certification I, Perry Glassgow, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Harley-Davidson Customer Funding Corporation; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the servicing information required to be provided to the trustee by the servicer under the sale and servicing agreement is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the sale and servicing agreement and based upon the review required under the sale and servicing agreement, and except as disclosed in the report, the servicer has fulfilled its obligations under the sale and servicing agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the sale and servicing agreement that is included in these reports. Date: /s/ Perry A. Glassgow Perry A. Glassgow Vice President and Treasurer EXHIBIT INDEX Exhibit Number Description 99.1 Annual Summary Statement 99.2 Annual Statement of Compliance 99.3 Report of Independent Accountants EXHIBIT 99.1 -- Summary of Aggregate Amounts or End of Year Amounts for the period ending December 31, 2003 Harley-Davidson Motorcycle Trust 2003-1 Summary of Aggregate Amounts or End of Year Amounts Pool Balance 387,831,707.14 Principal Collections 156,385,000.42 Interest Collections 43,558,802.00 Liquidation Proceeds 2,545,052.06 Realized Net Losses 3,206,406.74 Servicer Fees 4,017,650.15 Trustee Fees 8,691.93 Class A-1 Balance 160,940,121.77 Class A-2 Balance 207,500,000.00 Class B Balance 19,391,585.37 Class A-1 Principal 154,059,878.23 Class A-2 Principal 0.00 Class B Principal 8,108,414.64 Class A-1 Interest 3,596,317.93 Class A-2 Interest 5,138,910.38 Class B Interest 535,773.89 30 Delinquent % 2.545% 60 Delinquent % 0.929% 90 Delinquent % 0.583% Harley-Davidson Motorcycle Trust 2003-2 Summary of Aggregate Amounts or End of Year Amounts Pool Balance 335,980,848.42 Principal Collections 85,856,256.37 Interest Collections 25,340,038.43 Liquidation Proceeds 1,055,159.47 Realized Net Losses 1,863,655.34 Servicer Fees 2,377,518.84 Trustee Fees 5,141.29 Class A-1 Balance 166,431,690.49 Class A-2 Balance 152,750,000.00 Class B Balance 16,799,157.92 Class A-1 Principal 84,565,999.36 Class A-2 Principal 0.00 Class B Principal 4,450,842.07 Class A-1 Interest 1,870,493.15 Class A-2 Interest 2,072,817.50 Class B Interest 238,464.59 30 Delinquent % 2.755% 60 Delinquent % 1.051% 90 Delinquent % 0.669% Harley-Davidson Motorcycle Trust 2003-3 Summary of Aggregate Amounts or End of Year Amounts Pool Balance 409,617,050.96 Principal Collections 63,644,951.57 Interest Collections 17,366,268.11 Liquidation Proceeds 573,158.83 Realized Net Losses 815,497.29 Servicer Fees 1,669,345.64 Trustee Fees 4,197.15 Class A-1 Balance 217,886,198.36 Class A-2 Balance 171,250,000.00 Class B Balance 20,480,852.39 Class A-1 Principal 62,113,800.76 Class A-2 Principal 0.00 Class B Principal 3,269,147.41 Class A-1 Interest 1,611,213.59 Class A-2 Interest 1,995,633.33 Class B Interest 215,663.76 30 Delinquent % 2.331% 60 Delinquent % 0.788% 90 Delinquent % 0.468% Harley-Davidson Motorcycle Trust 2003-4 Summary of Aggregate Amounts or End of Year Amounts Pool Balance 275,898,438.84 Principal Collections 23,895,124.70 Interest Collections 6,871,188.00 Liquidation Proceeds 32,638.10 Realized Net Losses 39,504.59 Servicer Fees 728,084.64 Trustee Fees 2,548.30 Class A-1 Balance 164,103,514.49 Class A-2 Balance 98,000,000.00 Class B Balance 13,794,921.82 Class A-1 Principal 22,896,485.51 Class A-2 Principal 0.00 Class B Principal 1,205,078.18 Class A-1 Interest 595,533.51 Class A-2 Interest 600,467.77 Class B Interest 72,425.27 30 Delinquent % 1.472% 60 Delinquent % 0.522% 90 Delinquent % 0.169% EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance January 28, 2004 Re: Certificate required by Section 9.05 of the Sale and Servicing Agreement by and among Harley-Davidson Customer Funding Corporation, as Trust Depositor, Harley-Davidson Credit Corp., as Servicer, and BNY Midwest Trust Company, as Indenture Trustee for Harley-Davidson Motorcycle Trust 2003-1 To the Trustees, Underwriters, and the Rating Agencies: Please be advised that under the supervision of the undersigned officer, the Servicer has made a review of its activities during the prior calendar year and of its performance under the Sale and Servicing Agreement. To such officer's knowledge, based on such review, the Servicer has fully performed all its obligations under this Sale and Servicing Agreement Harley-Davidson Credit Corp. as Servicer By /s/ Perry A. Glassgow Perry A. Glassgow Vice President and Treasurer January 28, 2004 Re: Certificate required by Section 9.05 of the Sale and Servicing Agreement by and among Harley-Davidson Customer Funding Corporation, as Trust Depositor, Harley-Davidson Credit Corp., as Servicer, and BNY Midwest Trust Company, as Indenture Trustee for Harley-Davidson Motorcycle Trust 2003-2 To the Trustees, Underwriters, and the Rating Agencies: Please be advised that under the supervision of the undersigned officer, the Servicer has made a review of its activities during the prior calendar year and of its performance under the Sale and Servicing Agreement. To such officer's knowledge, based on such review, the Servicer has fully performed all its obligations under this Sale and Servicing Agreement Harley-Davidson Credit Corp. as Servicer By /s/ Perry A. Glassgow Perry A. Glassgow Vice President and Treasurer January 28, 2004 Re: Certificate required by Section 9.05 of the Sale and Servicing Agreement by and among Harley-Davidson Customer Funding Corporation, as Trust Depositor, Harley-Davidson Credit Corp., as Servicer, and BNY Midwest Trust Company, as Indenture Trustee for Harley-Davidson Motorcycle Trust 2003-3 To the Trustees, Underwriters, and the Rating Agencies: Please be advised that under the supervision of the undersigned officer, the Servicer has made a review of its activities during the prior calendar year and of its performance under the Sale and Servicing Agreement. To such officer's knowledge, based on such review, the Servicer has fully performed all its obligations under this Sale and Servicing Agreement Harley-Davidson Credit Corp. as Servicer By /s/ Perry A. Glassgow Perry A. Glassgow Vice President and Treasurer January 28, 2004 Re: Certificate required by Section 9.05 of the Sale and Servicing Agreement by and among Harley-Davidson Customer Funding Corporation, as Trust Depositor, Harley-Davidson Credit Corp., as Servicer, and BNY Midwest Trust Company, as Indenture Trustee for Harley-Davidson Motorcycle Trust 2003-4 To the Trustees, Underwriters, and the Rating Agencies: Please be advised that under the supervision of the undersigned officer, the Servicer has made a review of its activities during the prior calendar year and of its performance under the Sale and Servicing Agreement. To such officer's knowledge, based on such review, the Servicer has fully performed all its obligations under this Sale and Servicing Agreement Harley-Davidson Credit Corp. as Servicer By /s/ Perry A. Glassgow Perry A. Glassgow Vice President and Treasurer Ernst & Young LLP 223 South Wacker Drive Chicago, IL 60606 Report of Independent Auditors on Compliance To the Board of Directors of Harley-Davidson Credit Corp. We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheets of Harley-Davidson Financial Services, Inc. (the Company) and subsidiaries as of December 31, 2003, and the related consolidated statements of income, shareholders' equity and cash flows for the year then ended, and have issued our report thereon dated January 16, 2004. In connection with our audit, nothing came to our attention that has caused us to believe that the Company failed to comply with the terms, covenants, provisions, or conditions of the servicing agreements (the Servicing Agreements) detailed in Exhibit A attached, insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance. Our procedures included the following pertaining to the documents and records relating to the servicing of motorcycle contracts (the "Pools") under the Servicing Agreements. 1. We mathematically recomputed (on a test basis): a. The amount and percentage of losses realized on the Pools; b. Servicing and other fees and excess interest earned by the Company. c. Interest due and paid to the certificate holders. 2. We agreed the cash flows from customer payments to bank statements and other records provided by the Company for a test month. 3. We gained an understanding of the assumptions inherent in these calculations. Our procedures were performed on a sample of Pools judgmentally selected from the population of Pools serviced for others by the Company under the Servicing Agreements. Our selection was not designed to specifically include Pools from every agreement listed on Exhibit A. This report is intended solely for the use of the Company, Harley-Davidson Credit Corp. and the parties to the Security Agreements and should not be used for any other purpose. Ernst & Young LLP January 14, 2004 EXHIBIT A Securitization Trusts as of December 31, 2003 Harley-Davidson Motorcycle Trust 2003-4 - Sale and Servicing Agreement dated October 1, 2003 Harley-Davidson Motorcycle Trust 2003-3- Sale and Servicing Agreement dated August 1, 2003 Harley-Davidson Motorcycle Trust 2003-2 - Sale and Servicing Agreement dated May 1, 2003 Harley-Davidson Motorcycle Trust 2003-1- Sale and Servicing Agreement dated February 1, 2003 Harley-Davidson Motorcycle Trust 2002-2 - Sale and Servicing Agreement dated August 1, 2002 Harley-Davidson Motorcycle Trust 2002-1- Sale and Servicing Agreement dated April 1, 2002 Harley-Davidson Motorcycle Trust 2001-3 - Sale and Servicing Agreement dated December 1, 2001 Harley-Davidson Motorcycle Trust 2001-2 - Sale and Servicing Agreement dated August 1, 2001 Harley-Davidson Motorcycle Trust 2001-1- Sale and Servicing Agreement dated April 1, 2001 Harley-Davidson Motorcycle Trust 2000-3 - Sale and Servicing Agreement dated November 1, 2000 Harley-Davidson Eaglemark Motorcycle Trust 2000-2 - Sale and Servicing Agreement dated August 1, 2000 Harley-Davidson Eaglemark Motorcycle Trust 2000-1- Sale and Servicing Agreement dated April 1, 2000 Harley-Davidson Eaglemark Motorcycle Trust 1999-3 - Sale and Servicing Agreement dated November 1, 1999 Harley-Davidson Eaglemark Motorcycle Trust 1999-2 - Sale and Servicing Agreement dated July 1, 1999 EXHIBIT 99.3 -- Report of the Independent Auditors (X) Ernst & Young LLP Phone: 312 879 2000 233 South Wacker Drive Sears Tower Chicago, Illinois 60606-6301 Report of Independent Accountants on Applying Agreed-Upon Procedures To the Board of Directors of Harley Davidson Credit Corp., Bank of New York Midwest Trust Company, and Wilmington Trust Company: We have performed the procedures enumerated below, which were agreed to by Harley Davidson Credit Corp.(the Company), the Servicer of Harley- Davidson Eaglemark Motorcycle Trust 2003-1 (the Trust), Bank of New York Midwest Trust Company(BONY), the Indenture Trustee of the Trust, and Wilmington Trust Company (Wilmington), the Owner Trustee of the Trust, with respect to certain servicing records of the Company, solely to assist BONY and Wilmington in determining whether the Company has complied with certain servicing and reporting requirements of the Sale and Servicing Agreement dated February 1, 2003 (the Agreement), pertaining to the Trust. This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Company, BONY, and Wilmington. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. 1. For the randomly selected month of October 2003, we obtained from the Company's financial management a copy of the Monthly Report dated November 17, 2003, which is attached as Exhibit A (Monthly Report). We also obtained from the Company's financial management a copy of the September 2003 Monthly Report dated October 15, 2003 (Prior Monthly Report) and the August 2003 Monthly Report dated September 15, 2003 (Second Prior Monthly Report). 2. We performed the following procedures to the Monthly Report, which were applied as indicated with respect to the symbols explained below: A1 Compared the amount/rate to the Prior Monthly Report and found such amount/rate to be in agreement. A2 Compared the rate to the Second Prior Monthly Report and found such rate to be in agreement. B Compared the amount to schedules prepared by the Company's accounting personnel derived from the Company's accounting records and found such amount to be in agreement. C Compared the amount to a copy of the Bank of New York November 2003 collection account bank statement provided by the Company's financial management and found such amount to be in agreement. D Compared the amount to a copy of the Bank of New York October 2003 reserve account bank statement provided by the Company's financial management and found such amount to be in agreement. E Compared the amount to a summary schedule provided by the Company's financial management and agreed total per the summary schedule to a copy of the Bank of New York November 2003 collection account bank statement. F Proved the arithmetic accuracy of the addition of the amount referenced, without exception. Z Obtained representations from the Company's management that no supporting schedules had been prepared for this item. Accordingly, we did not test these zero balance items. R(a) Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report. R(b) Recomputed and compared amount to copies of the Bank of New York October 2003 collection and reserve account bank statements provided by the Company's financial management. R(c) Recomputed and agreed amount based on applicable amounts shown in the Company's accounting records. R(d) Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report and Agreement. SSA Compared the rate to the Agreement, and found such rate to be in agreement. We were not engaged to and did not perform an examination, the objective of which would be an expression of an opinion on the Company's compliance with the servicing and reporting requirements of the Agreement. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This letter is intended solely for the information and use of the Company, BONY, and Wilmington, and is not intended to be and should not be used by anyone other than these specified parties. Ernst & Young LLP January 9, 2004 X) Ernst & Young LLP Phone: 312 879 2000 233 South Wacker Drive Sears Tower Chicago, Illinois 60606-6301 Report of Independent Accountants on Applying Agreed-Upon Procedures To the Board of Directors of Harley Davidson Credit Corp., Bank of New York Midwest Trust Company, and Wilmington Trust Company: We have performed the procedures enumerated below, which were agreed to by Harley-Davidson Credit Corp.(the Company), the Servicer of Harley - -Davidson Eaglemark Motorcycle Trust 2003-2 (the Trust), Bank of New York Midwest Trust Company (BONY), the Indenture Trustee of the Trust, and Wilmington Trust Company (Wilmington), the Owner Trustee of the Trust, with respect to certain servicing records of the Company, solely to assist BONY and Wilmington in determining whether the Company has complied with certain servicing and reporting requirements of the Sale and Servicing Agreement dated May 1, 2003 (the Agreement), pertaining to the Trust. This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the Company, BONY, and Wilmington. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. 1. For the randomly selected month of October 2003, we obtained from the Company's financial management a copy of the Monthly Report dated November 17, 2003 which is attached as Exhibit A (Monthly Report). We also obtained from the Company's financial management a copy of the September 2003 Monthly Report dated October 15, 2003 (Prior Monthly Report) and the August 2003 Monthly Report dated September 15, 2003 (Second Prior Monthly Report). 2. We performed the following procedures to the Monthly Report, which were applied as indicated with respect to the symbols explained below: A1 Compared the amount/rate to the Prior Monthly Report and found such amount/rate to be in agreement. A2 Compared the rate to Second Prior Monthly Report and found such rate to be in agreement. B Compared the amount to schedules prepared by the Company's accounting personnel derived from the Company's accounting records and found such amount to be in agreement. C Compared the amount to a copy of the Bank of New York November 2002 collection account bank statement provided by the Company's financial management and found such amount to be in agreement. D Compared the amount to a copy of the Bank of New York October 2002 reserve account bank statement provided by the Company's financial management and found such amount to be in agreement. E Compared the amount to a summary schedule provided by the Company's financial management and agreed total per the summary schedule to a copy of the Bank of New York November 2003 collection account statement. F Proved the arithmetic accuracy of the addition of the amount referenced, without exception. z Obtained representations from the Company's management that no supporting schedules had been prepared for this item. Accordingly, we did not test these zero balance items. R(a)Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report. R(b) Recomputed and compared amount to copies of the Bank of New York October 2003 collection and reserve account bank statements provided by the Company's financial management. R(c)Recomputed and agreed amount based on applicable amounts shown in the Company's accounting records. R(d)Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report and Agreement. SSA Compared the rate to the Agreement, and found such rate to be in agreement. We were not engaged to and did not perform an examination, the objective of which would be an expression of an opinion on the Company's compliance with the servicing and reporting requirements of the Agreement. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This letter is intended solely for the information and use of the Company, BONY, and Wilmington, and is not intended to be and should not be used by anyone other than these specified parties. Ernst & Young LLP January 9, 2004 (X) Ernst & Young LLP Phone: 312 879 2000 233 South Wacker Drive Sears Tower Chicago, Illinois 60606-6301 Report of Independent Accountants on Applying Agreed-Upon Procedures To the Board of Directors of Harley Davidson Credit Corp., Bank of New York Midwest Trust Company, and Wilmington Trust Company: We have performed the procedures enumerated below, which were agreed to by Harley Davidson Credit Corp.(the Company), the Servicer of Harley- Davidson Eaglemark Motorcycle Trust 2003-3 (the Trust), Bank of New York Midwest Trust Company(BONY), the Indenture Trustee of the Trust, and Wilmington Trust Company (Wilmington), the Owner Trustee of the Trust, with respect to certain servicing records of the Company, solely to assist BONY and Wilmington in determining whether the Company has complied with certain servicing and reporting requirements of the Sale and Servicing Agreement dated August 1, 2003 (the Agreement), pertaining to the Trust. This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Company, BONY, and Wilmington. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. 1. For the randomly selected month of October 2003, we obtained from the Company's financial management a copy of the Monthly Report dated November 17, 2003, which is attached as Exhibit A (Monthly Report). We also obtained from the Company's financial management a copy of the September 2003 Monthly Report dated October 15, 2003 (Prior Monthly Report) and the August 2003 Monthly Report dated September 15, 2003 (Second Prior Monthly Report). 2. We performed the following procedures to the Monthly Report, which were applied as indicated with respect to the symbols explained below: A1 Compared the amount/rate to the Prior Monthly Report and found such amount/rate to be in agreement. A2 Compared the rate to the Second Prior Monthly Report and found such rate to be in agreement. B Compared the amount to schedules prepared by the Company's accounting personnel derived from the Company's accounting records and found such amount to be in agreement. C Compared the amount to a copy of the Bank of New York November 2003 collection account bank statement provided by the Company's financial management and found such amount to be in agreement. D Compared the amount to a copy of the Bank of New York October 2003 reserve account bank statement provided by the Company's financial management and found such amount to be in agreement. E Compared the amount to a summary schedule provided by the Company's financial management and agreed total per the summary schedule to a copy of the Bank of New York November 2003 collection account bank statement. F Proved the arithmetic accuracy of the addition of the amount referenced, without exception. z Obtained representations from the Company's management that no supporting schedules had been prepared for this item. Accordingly, we did not test these zero balance items. R(a) Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report. R(b) Recomputed and compared amount to copies of the Bank of New York October 2003 collection and reserve account bank statements provided by the Company's financial management. R(c) Recomputed and agreed amount based on applicable amounts shown in the Company's accounting records. R(d) Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report and Agreement. SSA Compared the rate to the Agreement, and found such rate to be in agreement. We were not engaged to and did not perform an examination, the objective of which would be an expression of an opinion on the Company's compliance with the servicing and reporting requirements of the Agreement. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This letter is intended solely for the information and use of the Company, BONY, and Wilmington, and is not intended to be and should not be used by anyone other than these specified parties. Ernst & Young LLP January 9, 2004 X) Ernst & Young LLP Phone: 312 879 2000 233 South Wacker Drive Sears Tower Chicago, Illinois 60606-6301 Report of Independent Accountants on Applying Agreed-Upon Procedures To the Board of Directors of Harley Davidson Credit Corp., Bank of New York Midwest Trust Company, and Wilmington Trust Company: We have performed the procedures enumerated below, which were agreed to by Harley-Davidson Credit Corp.(the Company), the Servicer of Harley - -Davidson Eaglemark Motorcycle Trust 2003-4 (the Trust), Bank of New York Midwest Trust Company (BONY), the Indenture Trustee of the Trust, and Wilmington Trust Company (Wilmington), the Owner Trustee of the Trust, with respect to certain servicing records of the Company, solely to assist BONY and Wilmington in determining whether the Company has complied with certain servicing and reporting requirements of the Sale and Servicing Agreement dated October 1, 2003 (the Agreement), pertaining to the Trust. This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the Company, BONY, and Wilmington. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. 1. For the randomly selected month of October 2003, we obtained from the Company's financial management a copy of the Monthly Report dated November 17, 2003 which is attached as Exhibit A (Monthly Report). We also obtained from the Company's financial management a copy of the September 2003 Monthly Report dated October 15, 2003 (Prior Monthly Report) and the August 2003 Monthly Report dated September 15, 2003 (Second Prior Monthly Report). 2. We performed the following procedures to the Monthly Report, which were applied as indicated with respect to the symbols explained below: A1 Compared the amount/rate to the Prior Monthly Report and found such amount/rate to be in agreement. A2 Compared the rate to Second Prior Monthly Report and found such rate to be in agreement. B Compared the amount to schedules prepared by the Company's accounting personnel derived from the Company's accounting records and found such amount to be in agreement. C Compared the amount to a copy of the Bank of New York November 2002 collection account bank statement provided by the Company's financial management and found such amount to be in agreement. D Compared the amount to a copy of the Bank of New York October 2002 reserve account bank statement provided by the Company's financial management and found such amount to be in agreement. E Compared the amount to a summary schedule provided by the Company's financial management and agreed total per the summary schedule to a copy of the Bank of New York November 2003 collection account statement. F Proved the arithmetic accuracy of the addition of the amount referenced, without exception. z Obtained representations from the Company's management that no supporting schedules had been prepared for this item. Accordingly, we did not test these zero balance items. R(a)Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report. R(b) Recomputed and compared amount to copies of the Bank of New York October 2003 collection and reserve account bank statements provided by the Company's financial management. R(c)Recomputed and agreed amount based on applicable amounts shown in the Company's accounting records. R(d)Recomputed and agreed amount/rate based on applicable amounts and rates shown in the Monthly Report and Agreement. SSA Compared the rate to the Agreement, and found such rate to be in agreement. We were not engaged to and did not perform an examination, the objective of which would be an expression of an opinion on the Company's compliance with the servicing and reporting requirements of the Agreement. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This letter is intended solely for the information and use of the Company, BONY, and Wilmington, and is not intended to be and should not be used by anyone other than these specified parties. Ernst & Young LLP January 9, 2004 -----END PRIVACY-ENHANCED MESSAGE-----