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Harley-Davidson Customer Funding Corp., et al. – ‘424B3’ on 4/24/15

On:  Friday, 4/24/15, at 6:50pm ET   ·   Accession #:  1047469-15-3906   ·   File #s:  333-202655, -01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/24/15  Harley-Davidson Customer Fu… Corp 424B3                  1:2.8M                                   Merrill Corp/New/FA
          Harley-Davidson Motorcycle Trust 2015-2

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML   1.89M 

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TABLE OF CONTENTS

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-202655

The information contained in this prospectus supplement is subject to completion or amendment. This prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the notes in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

SUBJECT TO COMPLETION, DATED APRIL 24, 2015

PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 24, 2015)

Harley-Davidson Motorcycle Trust 2015-2
Issuing Entity

$500,000,000 Motorcycle Contract Backed Notes

Harley-Davidson Customer Funding Corp.
Depositor

Harley-Davidson Credit Corp.
Seller, Servicer and Sponsor

         The notes will represent obligations of Harley-Davidson Motorcycle Trust 2015-2 only and will not represent obligations of or interests in Harley-Davidson Financial Services, Inc., Harley-Davidson Credit Corp., Harley-Davidson Customer Funding Corp., Harley-Davidson, Inc. or any of their respective affiliates. The notes are motorcycle contract backed notes issued by the issuing entity. Payments on the notes will be made monthly on the 15^th day of each month or, if the 15^th is not a business day, on the business day immediately following the 15^th. The first payment date is June 15, 2015. The assets securing the notes are fixed rate, simple interest, promissory notes and security agreements or retail installment sale contracts relating to the purchase of new or used motorcycles. This prospectus supplement may be used to offer and sell the notes only if accompanied by the prospectus.

         Consider carefully the risk factors beginning on page S-15 in this prospectus supplement and on page 6 of the accompanying prospectus.

         The issuing entity will issue the classes of notes described below:

         The issuing entity will also issue a certificate representing the residual equity interest in the issuing entity, which is not being offered hereby. The Class A-2b notes are floating rate notes. All other notes are fixed rate notes. The interest rate on the floating rate notes will be based on one-month LIBOR.

Credit Enhancement:

•

Overcollateralization.



•

Reserve fund.



•

Excess cash flow.

         The issuing entity is exempted from the definition of "investment company" under Section 3(c)(5) of the Investment Company Act of 1940, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a "covered fund" for purposes of the "Volcker Rule", adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Bookrunners

Co-Managers

Prospectus Supplement dated May       , 2015

Table of Contents

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Regarding this prospectus supplement and the accompanying prospectus

        We provide information to you about the notes in two separate documents that offer varying levels of detail:

•

prospectus—provides general information, some of which may not apply to the notes; and



•

prospectus supplement—provides specific information relating to the terms of the notes.

        References to "we", "our" and "us" refer to Harley-Davidson Customer Funding Corp.

        We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find further related discussions. The Tables of Contents of this prospectus supplement and the accompanying prospectus provide pages on which these captions are located.

        Certain matters discussed by us in this prospectus supplement are "forward-looking statements", or a projection of what we think will happen in the future. These forward-looking statements can generally be identified as such by reference to this note or because the context of the statement will include words such as we "believe", "anticipate", "expect", "plan", or "estimate" or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this prospectus supplement. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this prospectus supplement, including under the caption "Risk Factors" in this prospectus supplement and the accompanying prospectus. You are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus supplement are made only as of the date of this prospectus supplement and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments that may arise after the date of this prospectus supplement.

        If you have received a copy of this prospectus supplement and the accompanying prospectus in an electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus supplement and the accompanying prospectus from Harley-Davidson Credit Corp. or any of the underwriters by asking any of them for it.

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Summary of Transaction Structure and Flow of Funds

        This structural summary briefly describes certain major structural components, the relationships among the parties, the flow of proceeds from the issuance of the notes and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus supplement and the accompanying prospectus to understand all the terms of this offering.

        Harley-Davidson Customer Funding Corp., the depositor, will purchase from Harley-Davidson Credit Corp. a pool of motorcycle promissory notes and security agreements or retail installment sale contracts purchased by Harley-Davidson Credit Corp. from Eaglemark Savings Bank and, to a limited extent, from certain Harley-Davidson® motorcycle dealers. Harley-Davidson Customer Funding Corp. then will sell the contracts to Harley-Davidson Motorcycle Trust 2015-2. The following chart illustrates the use of proceeds from investors by the issuing entity and the depositor to purchase the contracts.

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Flow of Funds

        On each payment date prior to any acceleration of the notes, the issuing entity will apply collections on the contracts received during the prior calendar month, servicer advances and, with respect to payments of principal of and interest on the notes, funds transferred from the reserve fund, together with certain other amounts received by the issuing entity (see "Certain Information Regarding the Notes—Payments and Distributions on the Notes—Available Amounts" for a further description of amounts available to make payments on the notes) to make the following payments in the following order of priority:

*

This flow chart provides only a simplified overview of the monthly flow of funds prior to any acceleration of the notes. The priority of payments of principal of the notes will be different after acceleration of the notes following an event of default. See "Certain Information Regarding the Notes—Payments and Distributions on the Notes—Distributions" in this prospectus supplement for a more detailed description.

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Risk Factors

        The following risk factors and the risk factors in the section captioned "Risk Factors" in the accompanying prospectus describe the principal risk factors relating to an investment in the notes.

        You should carefully consider the following risks before you invest in the notes. You should also carefully consider the risk factors beginning on page 7 of the accompanying prospectus.

Financial market disruptions or lack of liquidity in the secondary market could limit your ability to resell your notes

        Events, some of which are continuing, in the global financial markets, including the weakened financial condition of several major financial institutions, problems related to subprime mortgages and other financial assets, the devaluation of certain assets in secondary markets, the forced sale of asset-backed and other securities by certain investors, and the lowering of ratings on certain asset-backed securities have caused, and may in the future cause, the secondary market for asset-backed securities to experience significantly reduced liquidity, which could limit your ability to resell your notes and adversely affect the price of your notes. Furthermore, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. In addition, economic conditions in the United States in recent years have caused increased delinquencies by obligors on retail contracts and those conditions may cause additional increases in delinquencies. An increase in delinquencies could, in turn, create concerns among investors in asset-backed securities as to increased defaults by obligors, thereby decreasing liquidity and demand for the notes. For more information about how illiquidity may impact your ability to resell your notes, you should read "Risk Factors—You may not be able to resell your notes" in the accompanying prospectus.

A withdrawal, downgrade or qualification of the initial ratings of the notes could adversely affect the market value of your notes and/or could limit your ability to resell your notes

        The initial ratings given to the notes are not a recommendation to buy, sell or hold securities. The ratings reflect the rating agency's assessment of the creditworthiness of the contracts, the credit enhancement on the notes and the likelihood of repayment of the notes. There can be no assurance that the contracts and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the contracts, errors in analysis or other factors. A rating agency may change its rating of the notes at any time after the notes are issued if that rating agency believes that circumstances have changed or for other reasons in that rating agency's discretion. For example, a deterioration in the economy or increased delinquencies and losses on consumer loans generally could result in a deterioration in the performance of the contracts which could cause a rating agency to withdraw or downgrade its rating of the notes. See "Risk Factors—Economic developments may adversely affect the performance and market value of your notes" and "Risk Factors—Future delinquency and loss experience of the contracts may be worse than the servicer's historical experience" in this prospectus supplement. Additionally, adverse developments with respect to the seller or its affiliates, including adverse financial or operational developments at Harley-Davidson, could contribute to increased delinquencies or defaults on the contracts, which, in turn, could cause a rating agency to withdraw or downgrade its rating of the notes or could otherwise reduce the market value of the notes. See "Risk Factors—Adverse events with respect to the seller, the servicer or their affiliates may affect the timing of payments on your notes or have other adverse effects on your notes" in the accompanying prospectus. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.

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The conflict of interest created by the sponsor's payment of fees charged by the rating agencies for their rating services may affect the ratings of your notes, as well as other functions that the rating agencies perform relating to the notes, and the issuance of unsolicited ratings could adversely affect the market value of your notes and/or limit your ability to sell your notes

        The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. Securities and Exchange Commission ("SEC") regulations define as a conflict of interest the arrangement where, as is the industry standard and the case with the ratings of the notes, the sponsor pays the fees charged by the rating agencies for their rating services. This conflict of interest may affect the ratings that rating agencies hired by the sponsor assign to the notes and other functions that the rating agencies perform relating to the notes. The rating agencies that the sponsor hired to rate the notes may revise or withdraw the ratings at any time, including as a result of a failure by the sponsor or the depositor to provide such rating agencies with information requested by the rating agencies or to comply with any of their respective obligations contained in the engagement letters with such rating agencies, such as the posting of information provided to the rating agencies hired by the sponsor to rate the notes on a website that is accessible by other nationally recognized statistical rating organizations, or "NRSROs," that were not hired by the sponsor in connection with the issuance of the notes.

        The sponsor has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned or will assign ratings on the notes. However, under SEC rules, information that a sponsor (or another acting on the sponsor's behalf) has provided to a rating agency that the sponsor hired for the purpose of assigning or monitoring the ratings on the notes must be available to each other NRSRO to make it possible for such other NRSROs to assign unsolicited ratings on the notes. An NRSRO could assign a rating that the sponsor has not solicited at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings that an NRSRO has assigned after the date of this prospectus supplement. NRSROs, including the rating agencies that the sponsor hired to rate the notes, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings that the rating agencies that the sponsor hired to rate the notes have provided, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any rating agency that the sponsor hired to rate the notes for the purpose of assigning or monitoring the ratings on the notes, a rating agency that the sponsor hired to rate the notes could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the contracts and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.

        Furthermore, the rating agencies have been and may continue to be under scrutiny by federal and state legislative and regulatory bodies for their roles in the recent financial crisis, and such scrutiny and any actions such legislative and regulatory bodies may take as a result may also have an adverse effect on your ability to resell your notes.

Economic developments may adversely affect the performance and market value of your notes

        The United States is experiencing a continuing period of uncertain economic growth that may adversely affect the performance and market value of your notes. Should general economic conditions worsen or continue to be uncertain, increases in unemployment, decreases in home values, and a lack of available credit could lead to increases in delinquencies and default rates, as well as decreased consumer demand for motorcycles. In particular, increases in unemployment have generally led to increased delinquencies and default rates. These and other factors may lead to declining values of

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motorcycles securing outstanding contracts, which would weaken collateral coverage and increase the amount of losses in the event of defaults by the related obligors. Increases in the inventory of used motorcycles, introduction of new models representing significant upgrades on previous models, and decreases in the value of repossessed motorcycles may depress the prices at which repossessed motorcycles may be sold and/or may delay the timing of these sales. If economic conditions worsen, then delinquencies and losses with respect to the contracts could increase, which could result in losses on your notes.

Adverse events in states with substantial concentrations of obligors may cause increased defaults and delinquencies

        If adverse events or economic conditions were particularly severe in one or more states where there is a substantial concentration of obligors, the amount of delinquent payments and defaults on the contracts may increase. As a result, the overall timing and amount of collections on the contracts may differ from what you expect, and you may experience delays or reductions in payments.

        The following are the approximate percentages of the pool balance of the statistical pool of contracts whose obligors were located in the following states as of the statistical cutoff date:

•

10.78% in California;



•

10.52% in Texas; and



•

9.42% in Florida; and

        As of the statistical cutoff date, the remaining states or geographic areas accounted for approximately 69.27% of the pool balance of the statistical pool of contracts, and none of these remaining states or geographic areas accounted for more than 5.00% of the pool balance of the statistical pool of contracts. For a discussion of the breakdown of the statistical pool of contracts by geographic distribution as of the statistical cutoff date, see "The Contracts" in this prospectus supplement.

        Regional factors, including earthquakes, floods, hurricanes, unemployment, changes in governmental rules or fiscal policies or terrorist acts, may increase the delinquency or loss experience of the contracts. For example, obligors located in California are more likely to be affected by certain hazards (such as earthquakes or widespread fires) than obligors located in other parts of the country, and the occurrence of a natural disaster in California may increase the delinquency or loan loss experience of the contracts related to obligors located in California. In addition, obligors located in coastal states are more likely to be affected by hurricanes than obligors located in other parts of the country. Hurricanes can cause extensive and catastrophic physical damage in and to coastal and inland areas, including uninsured damage to motorcycles. The damage caused by a hurricane, and the national, regional and local economic and other effects of that damage, may increase the delinquency or loan loss experience of the contracts related to the affected obligors.

        Local and regional economic factors also impact the delinquency and loss experience of the contracts. For example, a substantial downturn in the financial services industry, which is highly concentrated in the states of New York, New Jersey and Connecticut, in the oil and gas industry, which is concentrated in the state of Texas, or in the automotive or steel industries, which are concentrated in Michigan, Ohio and Pennsylvania, may reduce the income of obligors in those states and ultimately may reduce the related obligors' ability to make timely payments on their contracts. Similarly, the recent downturn in the housing industry, particularly in states or regions that have experienced high rates of foreclosure, has reduced the income of obligors in those states or regions and ultimately reduced the related obligors' ability to make timely payments on their contracts, causing increased

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defaults and delinquencies in those states and regions. In addition, the following economic conditions may affect payments:

•

unemployment,



•

interest rates,



•

inflation rates, and



•

consumer perceptions of the economy.

Future delinquency and loss experience of the contracts may be worse than the servicer's historical experience

        Presented in this prospectus supplement is historical delinquency and loss experience and other information for the portfolio of contracts originated directly or indirectly by the seller and serviced by the servicer consisting primarily of contracts relating to the retail purchase of new or used motorcycles purchased in the United States and U.S. territories and manufactured by Harley-Davidson and other manufacturers as well as pools of similar contracts previously securitized by the sponsor. See "Delinquency and Loan Loss Information" in this prospectus supplement. Static pool information in respect of certain of the sponsor's prior securitized pools of contracts is set forth in Appendix A to this prospectus supplement. However, the actual delinquency and loss experience and other information for the contracts transferred to the issuing entity could be substantially worse (for example, in 2009, credit losses increased as a result of general economic conditions and a higher incidence of loss, primarily due to the increase in delinquent accounts and pressure on recovery values of repossessed Harley-Davidson motorcycles). For the year ended December 31, 2014 as compared to the year ended December 31, 2013 the seller's actual experience reflected delinquencies that remained substantially unchanged while losses, as a percentage of the portfolio of contracts that the seller owned or serviced, were higher.

        In addition, if there are adverse circumstances that involve a material decline in values of Harley-Davidson motorcycles, those circumstances or any related decline in resale values for Harley-Davidson motorcycles could contribute to increased delinquencies or defaults on the contracts and reduced recoveries. Furthermore, a deterioration in economic conditions could adversely affect the ability and willingness of obligors to meet their payment obligations under the contracts. We expect changing consumer behavior (for example, less conservative borrowing practices based upon perceived improvements in economic conditions) and the funding of additional prudently structured loans in the near-prime and subprime segments to result in modestly higher credit losses in 2015 as compared to 2014. As a result, you may not receive interest and principal payments on your notes in the amounts and at the times you expect and the issuing entity may not have sufficient funds to pay all of the classes of notes in full.

The payment priorities increase the risk of loss or delay in payment to certain classes of notes

        Unless the notes have been accelerated following an event of default, the issuing entity will pay principal of the classes of notes in numerical order (and pro rata between the Class A-2a notes and the Class A-2b notes) until each class of notes has been paid in full. In all cases, the issuing entity will pay principal of the Class A-1 notes before any other notes. If the notes have been accelerated following an event of default, the issuing entity will not pay principal of the Class A-2 notes, Class A-3 notes and Class A-4 notes in numerical order; instead, the issuing entity will pay principal of the Class A-2 notes, Class A-3 notes and Class A-4 notes, pro rata, based on their outstanding principal amounts, after the Class A-1 notes are paid in full.

        The sequential payment of principal in respect of the notes means that the classes of notes having later payment rights are more likely to suffer the consequences of delinquent payments and defaults on the contracts than the classes of notes having prior principal payment rights. See "Certain Information

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Regarding the Notes—Payments and Distributions on the Notes—Distributions" in this prospectus supplement.

Potential losses on the notes are likely to be higher for contracts originated under certain incentive financing programs

        Certain contracts contain incentive financing terms offered by Eaglemark Savings Bank or the seller. Such incentive financing terms increase the risk of potential losses on such contracts. For example, a contract may have been originated without requiring the obligor to make a down payment on the purchase price of the motorcycle. As a result, if an obligor elects to make no down payment under such a program, the principal balance of such contract will be higher than would have been the case had the obligor made a down payment on the purchase price of the motorcycle. Accordingly, the principal balance of the related contract relative to the value of the motorcycle will be greater than would have been the case had the obligor made a down payment. In addition, an obligor who has not paid any of his or her own funds for the purchase of a motorcycle may be more likely to default for that reason. The frequency and severity of losses on such contracts are generally higher than the frequency and severity of losses on contracts in which the obligor made a down payment on the purchase price of the motorcycle.

        In addition, a contract may provide that the first payment is deferred for a specified period. The deferral period for the first payment generally may be up to 120 days, although in certain limited instances a contract may provide for a deferral period of up to 210 days. See "The Contracts—Characteristics of the Contracts" in this prospectus supplement. The obligor on a contract with a deferred first payment is entitled to use the motorcycle during the deferral period. Accordingly, the value of the motorcycle may be reduced during the deferral period without any reduction of the principal balance of the related contract. Thus, on the date on which the first payment is due on a contract with a deferred first payment, the principal balance of the related contract relative to the value of the motorcycle will be greater than would have been the case had the first payment on the contract not been deferred. The frequency and severity of losses on contracts with a deferred first payment will depend, in part, on the length of the deferral period, and may be higher than the frequency and severity of losses on contracts without a deferred first payment.

Various factors can adversely affect contract recoveries upon disposition of motorcycles

        There can be no assurance that the value of any motorcycle that secures a contract will be greater than the outstanding principal balance of the contract. For various reasons, financing options can result in a contract having an initial principal balance in excess of the sales price of a motorcycle and related parts and accessories. In addition, as of the statistical cutoff date, approximately 18.29% of the contracts included in the statistical pool of contracts were originated with no down payment or a down payment of less than 10% of the sales price of a motorcycle and related parts and accessories (not including certain contracts with down payments less than 10%, but within $100 of 10%, of the sales price of the motorcycle and related parts and accessories) as described under "Prospectus Supplement Summary—The Contracts."

        Due to these and other factors, it is highly likely that the principal balance of the related contracts will exceed the value of the related motorcycles during the earlier years of those contracts' terms. Defaults during these earlier years are likely to result in losses because the proceeds of repossession are likely to be less than the full amount of principal and interest owed on those contracts. In addition, the frequency and severity of losses may be greater for contracts with longer terms, because these contracts tend to have a greater incidence of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term contract may result in a longer period during which the value of the motorcycle that secures the contract is less than the remaining principal balance of the contract. As a result, the proceeds received by the issuing entity upon any repossession and sale

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of motorcycles that secure the contracts may not be sufficient to pay the full amount owed under the related contracts. You could suffer a loss if the proceeds available from repossession or other realization on a motorcycle are not sufficient to pay the amount owed under the related contract and available credit enhancement for losses on the contracts is insufficient. See "Risk Factors—It is possible that failures to repossess financed motorcycles from defaulting obligors or the sale of financed motorcycles repossessed from defaulting obligors may result in less than a full recovery of amounts due" in the accompanying prospectus.

Excessive prepayments and defaults on contracts with higher contract interest rates may adversely affect your notes

        Some of the contracts will have contract interest rates that are less than the interest rate on your notes plus various fees. Payments on contracts with higher contract interest rates help compensate for the lower payments on contracts with lower contract interest rates. Excessive prepayments and defaults on contracts with higher contract interest rates may adversely affect your notes by reducing the amounts available to make interest and principal payments on the notes.

Changes to federal or state law or implementation of new legislation may impede collection efforts or alter timing and amount of collections, which may result in acceleration of or reduction in payment on your notes

        Various federal and state governmental agencies have instituted and may in the future institute programs to assist consumers during an economic downturn. It is possible that any such programs and related legislation could affect an obligor's contract. If these actions have the effect of reducing an obligor's obligations under its contract or diminishing a creditor's rights under a contract, you may not receive interest and principal payments on your notes in the amounts and at the times you expect and the issuing entity may not have sufficient funds to pay all of the classes of notes in full. The Dodd-Frank Act also created the Consumer Financial Protection Bureau (the "CFPB") with extensive rulemaking and enforcement authority over consumer finance businesses. See "Risk Factors—The seller, the servicer and their affiliates must comply with governmental laws and regulations that are subject to change and involve significant costs" in the accompanying prospectus.

Prepayments and potential losses may occur following acceleration of the notes

        If the maturity dates of the notes are accelerated following an event of default, the indenture trustee under certain circumstances may sell the trust assets. In any such event, the proceeds from the sale of the trust assets may not be sufficient to pay all of the notes in full.

        For example, if the maturity dates of the notes are accelerated following an event of default due to a payment default and the indenture trustee determines that the trust assets will not be sufficient on an ongoing basis to make all payments on the notes as the payments would have become due if the maturity dates of the notes had not been accelerated, the indenture trustee may sell the trust assets for an amount less than the aggregate outstanding principal amount of the notes with the consent of the holders of a majority of the outstanding principal amount of the notes. In such event, the proceeds from the sale of the trust assets may not be sufficient to pay all of the notes in full.

        An acceleration of the maturity of the notes may result in your receiving principal of your notes earlier than expected. You may not be able to reinvest that amount at a rate of return that is equal to or greater than the rate of return on your notes.

The notes may not be suitable investments for all investors

        The notes may not be a suitable investment for any investor that requires a regular or predictable schedule of principal payments. We suggest that only investors who, either alone or with their financial,

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tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors consider purchasing the notes.

Because the notes are in book-entry form, your rights can only be exercised indirectly

        Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company ("DTC") in the United States, or Clearstream, Luxembourg, or the Euroclear System in Europe. Transfers of interests in the notes must therefore be made in accordance with the rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a physical note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption "Information Regarding the Notes—Book-Entry Registration—Issuance of Definitive Notes" in the accompanying prospectus. Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a "noteholder", as such term is used in the indenture. As a result, you will only be able to exercise the rights of noteholders indirectly through DTC, if in the United States, and its participating organizations, or Clearstream or Euroclear, in Europe, and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in DTC, Clearstream or Euroclear and to take other actions that require a physical note.

        Interest on and principal of the notes will be paid by the issuing entity to DTC as the holder of record of the notes while they are held in book-entry form. DTC will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.

Credit enhancement may not be sufficient to prevent losses; the targeted amount of overcollateralization or reserve fund balance may not be maintained

        The credit enhancement provided by overcollateralization and the reserve fund may not be sufficient to prevent losses from delinquencies and defaults on contracts.

        The targeted amount of overcollateralization is expected to be maintained over time, and the reserve fund will be funded at its required level on the closing date. There can be no assurance, however, that the contracts will generate sufficient collections to maintain the targeted amount of overcollateralization, to maintain the balance of the reserve fund at its required level, or to pay the notes in full.

Risks associated with unknown allocation between the Class A-2 notes

        The allocation of the principal balance between the Class A-2a notes and the Class A-2b notes may not be known until the day of pricing. Therefore, investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of notes.

        As the allocated principal balance of the floating rate Class A-2b notes is increased (relative to the corresponding Class A-2a fixed rate notes), there will be a greater amount of floating rate securities issued by the issuing entity, and therefore the issuing entity will have a greater exposure to increases in the floating rate payable on the floating rate notes.

        Because the aggregate amount of Class A-2 notes is fixed as set forth on the cover of this prospectus supplement, the division of the aggregate Class A-2 principal balance between the Class A-2a notes and the Class A-2b notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.

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The issuing entity will issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your fixed rate notes or your floating rate notes if interest rates rise

        The contracts owned by the issuing entity bear interest at a fixed rate while the Class A-2b notes will bear interest at a floating rate based on one-month LIBOR plus the applicable spread. Even though the issuing entity will issue floating rate notes, it will not enter into any interest rate swaps or other derivative transactions in connection with the issuance of the notes.

        If the floating rate payable by the issuing entity is substantially greater than the fixed rate received under some or all of the contracts because market interest rates rise or other conditions change materially after the issuance of the notes, the issuing entity may not have sufficient funds to make payments on the notes, and you may experience delays or reductions in the interest and principal payments on your notes.

        The issuing entity will make payments on the Class A-2b notes out of its generally available funds—not solely from funds that are dedicated to the Class A-2b notes. Therefore, an increase in the amount of interest payable on the Class A-2b notes as a result of an increase in one-month LIBOR would reduce the amounts available for distribution to holders of all notes, not just the holders of the Class A-2b notes.

This prospectus supplement provides information regarding only the statistical pool of contracts as of the statistical cutoff date, and the actual pool of contracts will have different characteristics

        This prospectus supplement describes only the characteristics of the statistical pool of contracts as of the statistical cutoff date. Prior to the closing date, contracts owned by the seller may be removed from the statistical pool of contracts to form the actual pool of contracts. The actual pool of contracts will have characteristics that differ from the characteristics of the statistical pool of contracts as of the statistical cutoff date described in this prospectus supplement, but we expect that any such differences will not be material. For example, the number and composition of the contracts, the distribution by contract interest rate, aggregate outstanding principal balance, average term to maturity, and geographic distribution of the actual pool of contracts are expected to vary from those of the statistical pool of contracts. You should not assume that the characteristics of the actual pool of contracts will be identical to the characteristics of the statistical pool of contracts.

The creditworthiness of obligors may have deteriorated after the origination of the related contracts

        An obligor's credit profile may have deteriorated since the date the obligor entered into a contract as a result of economic or other factors. Moreover, an obligor's FICO® score as of any date may be lower than the obligor's FICO® score as of origination. See "The Contracts—Characteristics of the Contracts" in this prospectus supplement. Such deterioration could lead to increases in delinquencies and default rates relating to the contracts, which could result in losses on your notes.

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The Issuing Entity

General

        Harley-Davidson Motorcycle Trust 2015-2 is a statutory trust formed under the laws of the State of Delaware pursuant to a trust agreement between the depositor and the owner trustee for the purpose of entering into the transactions described herein. After its formation, the issuing entity will engage in only a limited set of activities. The issuing entity's activities are limited to:

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acquiring, holding and managing the contracts and the other assets of the issuing entity and proceeds therefrom;



•

issuing the notes and the certificate;



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making payments on the notes and the certificate; and



•

engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing purposes or that are incidental to or connected with the foregoing purposes.

        Under a transfer and sale agreement between the seller and the depositor, the seller will sell all of the contracts and the related property to the depositor. Under a sale and servicing agreement among the issuing entity, the depositor, the servicer and the indenture trustee, the depositor will transfer all of the contracts and related property to the issuing entity.

        The property of the issuing entity will consist of:

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the contracts and the right to receive all scheduled payments and prepayments received on the contracts after the cutoff date;



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security interests in the financed motorcycles securing the contracts and any related property;



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rights with respect to any repossessed financed motorcycles;



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the rights to proceeds from claims on theft, physical damage, credit life and disability insurance policies and debt cancellation agreements covering the financed motorcycles or the obligors;



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rebates of premiums and other amounts, if applicable, relating to insurance policies, extended service contracts or other repair agreements and other items financed under the contracts;



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the depositor's rights against the seller under the transfer and sale agreement pursuant to which the seller sold the contracts to the depositor;



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the right to receive payments from the depositor for the repurchase of contracts which do not meet specified representations and warranties made by the depositor in the sale and servicing agreement;



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rights against the servicer under the sale and servicing agreement, including the right to receive payments from the servicer for the purchase of contracts upon a breach of its servicing obligations relating to such contracts as specified in the sale and servicing agreement;



•

amounts held in the collection account, the distribution account, and the reserve fund to be established and maintained under the sale and servicing agreement; and



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all proceeds of the foregoing.

        The issuing entity will issue a certificate to the depositor or one of its affiliates representing the entire beneficial ownership interest in the issuing entity.

        The fiscal year end of the issuing entity is December 31.

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        The issuing entity's principal offices will be in Wilmington, Delaware, in care of Wilmington Trust, National Association, as owner trustee, at the address listed below under "The Owner Trustee and the Indenture Trustee."

Capitalization

        In addition to the notes, the issuing entity will issue a certificate having no principal balance. The certificate is not being offered by this prospectus supplement and the accompanying prospectus. The holder of the certificate will be entitled to receive certain distributions from time to time as set forth under "Certain Information Regarding the Notes—Payments and Distributions on the Notes." Initially, the certificate will be retained by the depositor or acquired by one of its affiliates.

        The following table illustrates the expected minimum aggregate outstanding principal balance of the actual pool of contracts as of the cutoff date and the minimum initial balance of the reserve fund as of the closing date:

        The following table illustrates the expected capitalization of the issuing entity as of the closing date:

        The amount shown for the certificate is the minimum initial level of overcollateralization. The holder of the certificate will be entitled to receive amounts representing the remaining overcollateralization after payment of all amounts owing on the notes. The certificate is not being offered by this prospectus supplement and the accompanying prospectus and will initially be issued to the depositor or one of its affiliates.

The Seller, Servicer and Sponsor

        Harley-Davidson Credit Corp. ("HDCC"), a Nevada corporation, is the sponsor of the transaction and will act as seller and servicer of the contracts and administrator of the issuing entity. As servicer, HDCC will receive reimbursement of servicer advances and payment of a servicing fee from available collections prior to any payments to the noteholders.

        The sponsor began its asset-backed securities program and securitizing motorcycle contracts in 1994 and, to date, has securitized only contracts relating to the retail purchase of new and used motorcycles manufactured by Harley-Davidson or other manufacturers and, to a limited extent, other retail consumer products. From the inception of its program through the end of December 31, 2014, the sponsor securitized approximately $22.7 billion of motorcycle contracts in both public and private term asset-backed securitization transactions. For the fiscal years ended December 31, 2010, 2011, 2012, 2013, and 2014, HDCC securitized approximately $0.6 billion, $1.1 billion, $0.7 billion, $0.7 billion, and $0.9 billion, respectively, through public term asset-backed securitization debt offerings. In addition to

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selling receivables to trusts making registered public offerings and unregistered private offerings, in 2008, HDCC began securitizing retail motorcycle contracts with multi-seller asset-backed commercial paper conduits.

        The sponsor has been servicing motorcycle contracts since 1993. As of December 31, 2014, the servicer serviced a portfolio of 467,046 retail contracts (both motorcycle contracts and other contracts including, but not limited to, aircraft and marine contracts) with an aggregate outstanding balance of $5.5 billion.

        None of the asset-backed securitization transactions involving HDCC as sponsor or servicer has defaulted or experienced an early amortization. HDCC believes that it has materially complied with its servicing obligations with respect to each asset-backed securitization transaction involving HDCC as servicer.

        Additional information regarding the seller, servicer and sponsor is set forth under the caption "The Seller, Servicer and Sponsor" in the accompanying prospectus.

The Depositor

        Harley-Davidson Customer Funding Corp. will act as depositor. Information regarding the depositor is set forth under the caption "The Depositor" in the accompanying prospectus.

The Owner Trustee and the Indenture Trustee

        Wilmington Trust, National Association ("WTNA") will be the owner trustee under the trust agreement. WTNA is a national banking association with trust powers incorporated in 1995 and its principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890-1605. On May 16, 2011, after receiving all required shareholder and regulatory approvals, Wilmington Trust Corporation, the parent of WTNA, through a merger, became a wholly-owned subsidiary of M&T Bank Corporation, a New York corporation. WTNA has served as owner trustee in several asset-backed securities transactions involving vehicle receivables. WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

        The Bank of New York Mellon Trust Company, N.A. will be the indenture trustee under the indenture. The indenture trustee is a national banking association and its principal offices are located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602. The Bank of New York Mellon Trust Company, N.A. has served and currently is serving as indenture trustee for numerous securitization transactions and programs involving pools of assets similar to the contracts. The seller, servicer, sponsor, depositor and their affiliates may in the future engage in commercial banking transactions with the indenture trustee and its affiliates in the ordinary course of their respective businesses. In the ordinary course of business, The Bank of New York Mellon, an affiliate of The Bank of New York Mellon Trust Company, N.A., is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization transactions, the Bank of New York Mellon was named as a defendant in a lawsuit brought in New York State court on June 18, 2014 by a group of institutional investors. This lawsuit alleges that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the residential mortgage-backed securitization transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon has informed HDCC that it denies liability and intends to defend the litigation vigorously.

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        The servicer will separately pay the fees of the owner trustee in connection with its duties under the trust agreement. The indenture trustee fees will be paid by the issuing entity from available amounts prior to any payments to the noteholders. Each of the owner trustee and the indenture trustee will also be entitled to indemnification by the depositor for, and will be held harmless against, any loss, liability, fee, disbursement or expense incurred by it not resulting from its own willful misconduct, bad faith or negligence. The depositor will also indemnify the owner trustee and the indenture trustee for specified taxes that may be assessed in connection with the transaction.

The Indenture and the Administration Agreement

        Under an indenture between the issuing entity and the indenture trustee, the issuing entity will pledge the trust assets to the indenture trustee to secure the payment of the notes.

        Under an administration agreement among the issuing entity, the indenture trustee, the depositor and Harley-Davidson Credit Corp., as administrator, the administrator will agree to perform certain of the issuing entity's administrative functions under the indenture and the sale and servicing agreement and certain of the owner trustee's administrative functions under the trust agreement.

Affiliations and Certain Relationships and Transactions

        The owner trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity or the indenture trustee. However, the owner trustee and its affiliates act as owner trustee for other trusts established by the depositor, and the owner trustee or one or more of its affiliates may, from time to time, engage in arm's-length transactions with the depositor, the servicer, the sponsor, the indenture trustee or affiliates of any of them, that are distinct from its role as owner trustee, including transactions both related and unrelated to the securitization of motorcycle contracts.

        The indenture trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity or the owner trustee. However, the indenture trustee acts as indenture trustee for securities issued by other trusts established by the depositor, and the indenture trustee or one or more of its affiliates may, from time to time, engage in arm's-length transactions with the depositor, the servicer, the sponsor, the owner trustee or affiliates of any of them, that are distinct from its role as indenture trustee, including transactions both related and unrelated to the securitization of motorcycle contracts.

        The sponsor (which is also the seller, the servicer and the administrator) and the depositor are affiliates and engage in transactions with each other involving the securitization of motorcycle receivables, including those described in this prospectus supplement and the accompanying prospectus.

        The depositor or one of its affiliates will initially retain the certificate, which represents the beneficial ownership interest in the issuing entity. Therefore, the issuing entity will be a direct subsidiary or an affiliate of the depositor and an indirect subsidiary or an affiliate of the sponsor. The depositor and its affiliates retain the right to sell all or a portion of any certificate held by them at any time. Following such a sale to an unaffiliated third party, the issuing entity may cease to be an affiliate of either the sponsor or the depositor. The issuing entity has not engaged, and will not engage, in any material transactions with the sponsor or the depositor that are outside of the ordinary course of business or that are other than at arm's-length.

        In the ordinary course of business from time to time, HDCC and its affiliates have business relationships and agreements with affiliates of the owner trustee and the indenture trustee, including commercial banking and corporate trust services, committed credit facilities, underwriting agreements, hedging agreements and investment and financial advisory services, all on arm's length terms and conditions.

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Use of Proceeds

        The issuing entity will use the net proceeds received from the sale of the notes (i) to purchase the contracts and related assets from the depositor, and (ii) to fund the reserve fund. The depositor will use the net proceeds from the issuing entity's purchase of the contracts for the purchase of the contracts from the seller. The seller or its affiliates will use all or a portion of the net proceeds from the depositor's purchase of the contracts to fund a new portfolio of promissory notes and security agreements and retail installment sale contracts and for general corporate purposes, which may include the repayment of indebtedness.

The Contracts

        The issuing entity will own a pool of promissory notes and security agreements and retail installment sale contracts secured by new and used motorcycles.

Criteria for Selecting the Contracts

        The contracts will be selected by the seller from the seller's portfolio of contracts using several criteria, some of which are set forth below and in the accompanying prospectus under "Origination, Underwriting and Servicing." The contracts have been originated indirectly by the seller primarily through Eaglemark Savings Bank and, to a limited extent, through Harley-Davidson® motorcycle dealers, and subsequently acquired by the depositor from the seller in the ordinary course of the depositor's business. The selection criteria include the requirements that each contract:

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is a fixed rate, simple interest promissory note and security agreement or retail installment sale contract relating to the retail purchase of a motorcycle;



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was originated in the United States or in U.S. territories or military bases and is payable in U.S. dollars;



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is secured by a new or used motorcycle manufactured by Harley-Davidson or certain other motorcycle manufacturers;



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has a contract interest rate of not less than 1.00%;



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will be less than 30 days delinquent as of the cutoff date;



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will amortize the amount financed over an original term (which is the actual number of payment cycles over the life of the contract) no greater than 84 months (not including any deferral period preceding the initial payment); and



•

will have a principal balance of at least $500 as of the cutoff date.

        No selection procedures believed to be adverse to the noteholders have been or will be utilized in selecting the contracts from qualifying promissory notes and security agreements and retail installment sale contracts. No expenses incurred in connection with the selection and acquisition of the contracts are payable from the proceeds of the issuance of the notes.

Characteristics of the Contracts

        The characteristics set forth in this section are based on the statistical pool of contracts as of March 31, 2015 (the statistical cutoff date) or the date of origination, as applicable. The statistical pool of contracts consists of contracts that met the criteria described above and below as of the statistical cutoff date and is expected to be representative in all material respects of the actual pool of contracts to be transferred to the issuing entity on the closing date, except that there will be fewer contracts in the actual pool of contracts and the actual pool of contracts will have a smaller pool balance. The actual pool of contracts will be selected from the statistical pool. The aggregate characteristics of the

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actual pool of contracts will vary from the characteristics of the statistical pool of contracts as of the statistical cutoff date set forth below. In particular, the number of contracts and the initial pool balance of the actual pool of contracts will be less than the number of contracts and pool balance of the statistical pool of contracts as of the statistical cutoff date. See "Risk Factors—This prospectus supplement provides information regarding only the statistical pool of contracts as of the statistical cutoff date, and the actual pool of contracts will have different characteristics" in this prospectus supplement. "Initial pool balance"means the pool balance as of the cutoff date.

        As of March 31, 2015, the aggregate outstanding principal balance of the statistical pool of contracts was $649,975,314.29. The actual pool of contracts transferred to the issuing entity will have an aggregate outstanding principal balance of not less than $547,945,205.47 as of the cutoff date.

        The statistical pool of contracts has the following characteristics:

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the latest scheduled payment of any contract as of the statistical cutoff date is due no later than May 24, 2022;



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as of the statistical cutoff date, approximately 98.54% of the pool balance of the statistical pool of contracts was attributable to contracts that had at least one payment made by the statistical cutoff date, and approximately 1.46% of the pool balance of the statistical pool of contracts was attributable to contracts that did not have at least one payment made by the statistical cutoff date (and such contracts had a first scheduled payment date in April 2015);



•

as of the statistical cutoff date, approximately 65.11% of the pool balance of the statistical pool of contracts was attributable to loans to purchase motorcycles that were new, and approximately 34.89% of the pool balance of the statistical pool of contracts was attributable to loans to purchase motorcycles that were used, at the time the related contract was originated;



•

as of the statistical cutoff date, approximately 99.76% of the pool balance of the statistical pool of contracts was attributable to loans to purchase motorcycles manufactured by Harley-Davidson Motor Company, and approximately 0.24% of the pool balance of the statistical pool of contracts was attributable to loans to purchase motorcycles not manufactured by Harley-Davidson Motor Company;



•

the contracts in the statistical pool of contracts have a contract interest rate of at least 1.750% per annum and not more than 24.490% per annum, and the weighted average contract interest rate of the statistical pool of contracts as of the statistical cutoff date was approximately 10.670% per annum (see Table 1 below);



•

the contracts in the statistical pool of contracts had remaining terms, as of the statistical cutoff date, of at least 3 months but not more than 84 months and original terms (not including any initial deferral period) of at least 18 months but not more than 84 months (See Tables 2 and 3 below);



•

the contracts in the statistical pool of contracts had a weighted average remaining term to maturity as of the statistical cutoff date of approximately 66 months, and a weighted average original term to maturity of approximately 73 months;



•

as of the statistical cutoff date, the average outstanding principal balance per contract in the statistical pool of contracts was approximately $15,306.86, and the outstanding principal balances on the contracts in the statistical pool of contracts ranged from $649.21 to $49,827.62 (see Table 4 below);



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the contracts in the statistical pool of contracts arose from loans to obligors located in the United States, the U.S. territories and military bases. Obligors located in the following states accounted for the following approximate amounts expressed as a percentage of the pool balance

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of the statistical pool of contracts as of the statistical cutoff date: 10.78% in California, 10.52% in Texas, and 9.42% in Florida (see Table 5 below). No other state or geographic area represented more than 5.00% of the pool balance of the statistical pool of contracts as of the statistical cutoff date; and

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as of the statistical cutoff date, the weighted average FICO® score as of the date of origination of obligors in respect of the statistical pool of contracts was approximately 711, and the FICO® scores as of the date of origination of obligors in respect of the statistical pool of contracts ranged from 510 to 850 (see Table 6 below);



•

as of the statistical cutoff date, approximately 99.66% of the pool balance of the statistical pool of contracts was attributable to loans originated by Eaglemark Savings Bank, and approximately 0.34% of the pool balance of the statistical pool of contracts was attributable to loans not originated by Eaglemark Savings Bank; and



•

as of the statistical cutoff date, approximately 21.50% of the pool balance of the statistical pool of contracts was attributable to loans evidenced by contracts originated as electronic contracts.

        Certain contracts may have been originated under one of the following incentive financing programs offered by Eaglemark Savings Bank or the seller in connection with the retail purchase of new or used Harley-Davidson® motorcycles:

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low contract interest rate;



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no down payment;



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deferred first payment, in which the first payment on a contract is deferred generally for a period of up to 120 days (but in certain limited instances, as many as 210 days) and no interest accrues under such contract generally for a period of up to 90 days (but in certain limited instances, as many as 180 days);



•

no down payment and deferred first payment (as described above);



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no down payment and low contract interest rate; and



•

certain other financing programs.

        Contracts originated under a no down payment financing program (which may include a no down payment offer in conjunction with another incentive financing program) constituted approximately 22.63% of the pool balance of the statistical pool of contracts as of the statistical cutoff date. While such contracts were originated under a no down payment financing option, some obligors elected to make a down payment (contracts originated under a no down payment financing program and with respect to which no down payment was made constituted approximately 12.24% of the pool balance of the statistical pool of contracts as of the statistical cutoff date). Contracts with respect to which a down payment that was less than 10% was made constituted approximately 6.04% of the pool balance of the statistical pool of contracts as of the statistical cutoff date. Contracts originated under a promotional rate program (which may include a promotional rate offer in conjunction with another incentive financing program) constituted approximately 28.53% of the pool balance of the statistical pool of contracts as of the statistical cutoff date. No other incentive financing program represented more than 1.79% of the pool balance of the statistical pool of contracts as of the statistical cutoff date.

        The following tables describe the following characteristics of the statistical pool of contracts as of the statistical cutoff date: the distribution by contract interest rate, the distribution by remaining term to maturity, the distribution by original term to maturity, the distribution by outstanding principal balance, the geographic distribution and the distribution by FICO® score as of the date of contract origination. Following the transfer of the contracts to the issuing entity, the aggregate characteristics of the actual pool of contracts will vary from those of the statistical pool of contracts as of the statistical cutoff date.

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TABLE 1

DISTRIBUTION BY CONTRACT INTEREST RATE OF THE STATISTICAL POOL OF CONTRACTS
(AS OF THE STATISTICAL CUTOFF DATE)

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TABLE 2

DISTRIBUTION BY REMAINING TERM (MONTHS) TO MATURITY
OF THE STATISTICAL POOL OF CONTRACTS
(AS OF THE STATISTICAL CUTOFF DATE)

TABLE 3

DISTRIBUTION BY ORIGINAL TERM (MONTHS) TO MATURITY⁽¹⁾
OF THE STATISTICAL POOL OF CONTRACTS
(AS OF THE STATISTICAL CUTOFF DATE)