Harley-Davidson Motorcycle Trust 2020-A

Presale:

Harley-Davidson Motorcycle Trust 2020-AJanuary 16, 2020

Preliminary Ratings

Class Preliminary rating Type Interest ratePreliminary amount

(mil. $)Expected legal finalmaturity

A-1 A-1+ (sf) Senior Fixed 107.00 Feb. 16, 2021

A-2a/A-2b(i) AAA (sf) Senior Fixed/Floating 195.00 Jan. 17, 2023

A-3 AAA (sf) Senior Fixed 195.00 Oct. 15, 2024

A-4 AAA (sf) Senior Fixed 55.64 April 15, 2027

Note: This presale report is based on information as of Jan. 16, 2020. The ratings shown are preliminary. Subsequent information may result inthe assignment of final ratings that differ from the preliminary ratings. Accordingly, the preliminary ratings should not be construed asevidence of final ratings. This report does not constitute a recommendation to buy, hold, or sell securities. (i)The class A-2a notes may beissued as fixed-rate notes and the class A-2b notes will be issued as floating-rate notes. The initial principal balance of the class A-2b notes isnot expected to exceed $97.50 million.

Profile

Expected closing date Jan. 29, 2020.

Collateral Motorcycle loan receivables.

Originators Eaglemark Savings Bank, a Nevada thrift and wholly owned subsidiary of Harley-DavidsonCredit Corp.

Sponsor, seller, and servicer Harley-Davidson Credit Corp. ('A-2').

Depositor Harley-Davidson Customer Funding Corp.

Issuer Harley-Davidson Motorcycle Trust 2020-A.

Lead underwriter Citigroup Global Markets Inc.

Indenture trustee The Bank of New York Mellon Trust Co. N.A

Owner trustee Wilmington Trust N.A.

Credit Enhancement Summary

HDMOT 2020-A HDMOT 2019-A (i) HDMOT 2016-A

Initial(ii) Target(ii) Floor(ii) Initial(ii) Target(ii) Floor(ii) Initial(ii) Target(ii) Floor(ii)

Class A

Subordination (%) -- -- -- -- -- -- 3.50 3.50 3.50

Presale:

Harley-Davidson Motorcycle Trust 2020-AJanuary 16, 2020

PRIMARY CREDIT ANALYST

Linda Yeh

New York

(1) 212-438-2520

[email protected]

SECONDARY CONTACT

Jennie P Lam

New York

(1) 212-438-2524

[email protected]

www.standardandpoors.com January 16, 2020 1

© S&P Global Ratings. All rights reserved. No reprint or dissemination without S&P Global Ratings' permission. See Terms of Use/Disclaimeron the last page.

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mailto: [email protected]




Credit Enhancement Summary (cont.)

HDMOT 2020-A HDMOT 2019-A (i) HDMOT 2016-A

Initial(ii) Target(ii) Floor(ii) Initial(ii) Target(ii) Floor(ii) Initial(ii) Target(ii) Floor(ii)

Overcollateralization(%)

4.75 4.75 4.75 4.75 4.75 4.75 0.60 0.60 0.60

Reserve fund (%) 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25

Total 5.00 5.00 5.00 5.00 5.00 5.00 4.35 4.35 4.35

Class B

Subordination (%) -- -- -- -- -- -- 0.00 0.00 0.00

Overcollateralization(%)

-- -- -- -- -- -- 0.60 0.60 0.60

Reserve fund (%) -- -- -- -- -- -- 0.25 0.25 0.25

Total -- -- -- -- -- -- 0.85 0.85 0.85

Estimated excess spreadper year (%)(iii)

3.9 -- -- -- -- -- 3.8 -- --

(i)Not rated by S&P Global Ratings. (ii)Percentage of the initial receivables balance. (iii)Includes the 1.00% annual servicing fee.HDMOT--Harley-Davidson Motorcycle Trust.

Rationale

The preliminary ratings assigned to Harley-Davidson Motorcycle Trust 2020-A's (HDMOT 2020-A's)motorcycle contract-backed notes reflect our opinion of the following:

- The availability of approximately 8.4% credit support (based on stressed break-even cash flowscenarios) for the class A notes. These credit support levels provide coverage of more than5.00x our expected loss range of 1.35%-1.55% for the class A notes (see the S&P GlobalRatings Expected Loss section below).

- Under a moderate ('BBB') stress scenario, the ratings on the class A notes would remain withinone category of our preliminary 'A-1+ (sf)' and 'AAA (sf)' ratings, which is consistent with ourcredit stability criteria (see "Methodology: Credit Stability Criteria," published May 3, 2010).

- The likelihood of timely interest and full principal payments made under stressed cash flowmodeling scenarios appropriate to the assigned preliminary ratings.

- The collateral characteristics of the securitized pool of motorcycle loans.

- The performance of Harley-Davidson Credit Corp.'s previous securitizations and its receivablesportfolio.

- Our view of the transaction's legal and payment structures.

Changes From HDMOT 2019-A And 2016-A

There were no structural or credit enhancement changes to series 2020-A from series 2019-A,which S&P Global Ratings did not rate.

The structural and credit enhancement changes from series 2016-A include the following:



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Presale: Harley-Davidson Motorcycle Trust 2020-A

- The series 2020-A will issue only class A notes, where series 2016-A also issued class B notes.

- Non-amortizing overcollateralization increased to 4.75% of the initial pool balance from 0.60%.

The collateral composition changes from HDMOT 2019-A, which we did not rate, include thefollowing:

- The weighted average seasoning decreased slightly to 11.4 months from 11.8 months.

- The weighted average annual percentage rate (APR) increased to 7.14% from 6.64%.

- The percentage of loans for used motorcycles increased slightly to 30.73% from 30.15%.

- Contracts with an original term of 73-84 months have increased to 32.54% from 28.11% of thepool.

- The weighted average loan-to-value (LTV) ratio increased to 99.41% from 98.89%.

The collateral composition changes from HDMOT 2016-A include the following:

- The weighted average FICO score increased to 758 from 751.

- Contracts with an original term of 73-84 months increased slightly to 32.54% from 32.10%,while the percentage of contracts with a remaining term of the same duration decreased to22.07% from 25.82%.

- The weighted average seasoning increased to approximately 11.4 months from 9.3 months.

- The weighted average LTV increased to 99.41% from 97.79%.

- The percentage of used loans increased to 30.73% from 23.65%.

Our expected loss range for the series 2020-A pool is 1.35%-1.55%, which is in line with series2016-A (the last transaction we rated). We lowered our expected loss range for series 2016-A,compared to transactions issued in 2015 and prior, to reflect the better collateral characteristics.In our view, the credit quality of the series 2020-A pool is comparable to the series 2016-A pool.

Transaction Structure

HDMOT 2020-A incorporates the following structural features:

- A sequential pay mechanism;

- A nonamortizing overcollateralization that will equal 4.75% of the initial pool balance; and

- A nonamortizing reserve fund that will equal 0.25% of the initial pool balance.

The series 2020-A transaction documents include fallback language that closely follows therecommended contractual language published on May 31, 2019, by the Federal Reserve'sAlternative Reference Committee (ARRC) for new issuances of LIBOR securitizations. In the eventof a LIBOR cessation and occurrence of a benchmark transition event, both defined in thetransaction documents and by ARRC, the class A-2b floating rate will be allowed to transition fromLIBOR as the benchmark rate. We will continue to monitor the events related to this topic as theyevolve and evaluate the potential impact to our ratings, if any.



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Legal Structure

The HDMOT 2020-A transaction is structured as a true sale of the receivables fromHarley-Davidson Credit Corp. (the seller and sponsor) to Harley-Davidson Customer Funding Corp.(the depositor). Harley-Davidson Customer Funding Corp., in turn, will transfer and assign thereceivables to HDMOT 2020-A, the issuing entity. HDMOT 2020-A will then pledge the rights to thereceivables to the indenture trustee for the noteholders' benefit. HDMOT 2020-A will issueapproximately $552.64 million in class A notes (see chart 1 for the transaction structure).

Chart 1

In rating this transaction, we will review the legal matters that we believe are relevant to ouranalysis, as outlined in our criteria.



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Payment Structure

Interest and principal are scheduled to be paid to the rated notes on the 15th of each month,beginning Feb. 18, 2020, in the specified priority shown in table 1.

Table 1

Payment Waterfall

Priority Payment

1 Servicer reimbursement of any servicer advances.

2 Servicing fee of 1.00% per year.

3 Indenture trustee fee.

4 Asset representation review fees and expenses, to the extent not already paid by the administrator on behalfof the issuing entity, capped at $200,000 per annum.

5 Class A note interest to the class A noteholders, pro rata.

6 Principal distributable amount, sequentially to the class A noteholders.

7 To the reserve fund, if necessary, to reach the required amount.

8 Unpaid fees and expenses of the indenture trustee not paid under item 3.

9 Unpaid fees and expenses of the asset representations reviewer not paid under item 4.

10 Any remaining amounts to the residual certificateholders.

Securitization Performance

We currently maintain ratings on one outstanding transaction from Harley-Davidson Credit Corp.,series 2016-A. Due to the better credit quality of the collateral for the series 2016-A, thetransaction is performing significantly better than the previous securitizations (see Pool Analysissection for more details).



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Chart 2

In July 2019, we raised our rating on one class of note and affirmed the ratings on two classes ofnotes on the series 2016-A transaction (see "One Rating Raised, Two Ratings Affirmed On OneHarley-Davidson Motorcycle Transaction," published July 29, 2019).

Table 2

Performance Data For Outstanding Harley-Davidson Motorcycle TrustTransactions(i)

Series Month CNL (%)60-plus-day

delinquency (%)Initial expected

lifetime CNL (%)Revised expected lifetime

CNL as of July 2019 (%)

2016-A 42 1.16 1.09 1.35-1.55 1.25-1.35

(i)As of the December 2019 distribution date. Calculated as a percentage of the end of month collateral balance. HDMOT--Harley-DavidsonMotorcycle Trust. CNL--Cumulative net loss.

The 2016-A transaction has credit enhancement in the form of subordination,overcollateralization, a reserve account, and excess spread. The credit support levels have grownfor all outstanding classes as a percentage of the declining collateral balances. In our view, all ofthe classes have adequate credit enhancement at their current rating levels. We will continue tomonitor the outstanding transaction's performance and take rating actions as we deemappropriate.



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Managed Portfolio Performance

Annualized net loss for the nine months ended Sept. 30, 2019, as a percentage of the outstandingbalance of all serviced contracts, was 1.83%, up from 1.56% for nine months ended Sept. 30,2018. Total delinquencies (including repossessions) as a percentage of the outstanding loanbalance increased slightly to 3.76% for Sept. 30, 2019, compared with 3.62% for Sept. 30, 2018.Harley-Davidson Credit Corp.'s (the seller and servicer of the receivables) serviced portfoliodisplayed growth of approximately 2% in its serviced portfolio totaling $6.31 billion as of Sept. 30,2019, compared to $6.21 billion one year earlier (see table 3).

Table 3

Managed Portfolio

Nine months ended Sept.30 Year ended Dec. 31

2019 2018 2018 2017 2016 2015 2014

Portfolio at end of period (mil. $) 6,314.79 6,212.75 6,052.71 5,901.90 5,856.28 5,630.28 5,189.86

Average portfolio balance (mil. $) 6,115.30 5,968.32 6,006.94 5,942.02 5,795.60 5,457.65 5,052.08

No. of receivables contractsoutstanding

489,444 485,405 487,421 481,945 476,351 465,455 449,626

Delinquencies (%)(i)

30-59 days 2.09 2.05 2.23 2.34 2.24 2.08 2.09

60-89 days 0.80 0.76 0.87 0.85 0.88 0.82 0.77

90-plus days 0.88 0.80 1.04 1.01 1.04 0.89 0.78

Total delinquencies 3.76 3.62 4.14 4.19 4.16 3.80 3.64

Net dollar loss (% of principaloutstanding)

1.83 1.56 1.77 1.88 1.81 1.43 1.23

(i)Includes delinquent contracts already in repossession.

Pool Analysis

As of the Dec. 31, 2019, cutoff date, the series 2020-A pool consists of approximately $580 millionin motorcycle loans originated primarily by Eaglemark Savings Bank (see table 4). Similar to the2016-A transaction, HDMOT 2020-A comprises collateral with a minimum FICO cutoff of 670.

Table 4

Collateral Comparison(i)

HDMOT

2020-A 2019-A (ii) 2016-A 2015-2 2015-1(ii) 2014-1 2013-1(ii)

Receivables balance(mil. $)

580.20 580.18 449.99 547.95 760.87 924.92 680.63

No. of receivables 36,293 36,654 26,965 36,060 50,165 62,723 46,980

Avg. loan balance ($) 15,987 15,829 16,688 15,195 15,167 14,746 14,488

Weighted avg. APR 7.14 6.64 6.25 10.62 10.54 10.79 11.71



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Table 4

Collateral Comparison(i) (cont.)

HDMOT

2020-A 2019-A (ii) 2016-A 2015-2 2015-1(ii) 2014-1 2013-1(ii)

Weighted avg. originalterm (mos.)

71 71 70 73 73 73 72

Weighted avg.remaining term (mos.)

60 59 62 65 66 65 66

Weighted avg.seasoning (mos.)

11 12 8 8 7 8 6

Weighted avg. FICOscore

758 757 751 711 710 707 706

Original term greaterthan 60 mos. (%)

65.63 64.05 55.91 69.92 70.29 69.45 68.58

New motorcycles (%) 69.27 69.85 76.29 65.47 66.96 66.48 62.90

Used motorcycles (%) 30.93 30.15 23.71 34.53 33.04 33.52 37.10

Top five state concentrations (%)

TX=9.26 TX=9.98 TX=9.70 CA=10.78 TX=9.20 TX=12.26 TX=13.64

CA=8.14 CA=8.88 CA=9.25 TX=10.52 CA=9.01 CA=8.45 FL=9.44

FL=7.75 FL=8.69 FL=8.32 FL=9.42 FL=7.36 FL=8.21 CA=8.67

PA=4.93 PA=4.68 PA=4.93 PA=4.06 OH=5.13 OH=4.44 OH=3.86

OH=4.41 OH=4.17 OH=4.24 OH=3.99 IL=3.60 PA=3.97 IL=3.60

(i)All percentages are of the initial receivables balance. (ii)S&P Global Ratings did not rate HDMOT 2019-A, 2015-1, and 2013-1;Harley-Davidson Credit Corp. provided the data. HDMOT--Harley-Davidson Motorcycle Trust. APR--Annual percentage rate.

S&P Global Ratings' Expected Loss: 1.35%-1.55%

To derive the base-case loss assumptions for the transaction, we examined Harley-DavidsonCredit Corp.'s origination net loss static pool data on motorcycle loans that have FICOs of 670 orabove, from 2001 through first-quarter 2019. From the origination static pool data, we developedexpected loss ranges stratified by the loans' FICO scores, LTV ratios, new and used vehicles, andoriginal terms. We then weighted the loss proxies by the pool's collateral composition to determinean overall loss range.

We also examined Harley-Davidson Credit Corp.'s securitization's performance. HDMOT 2016-A,which has similar characteristics to the series 2020-A, is performing within our original lossexpectation and significantly better than the 2015 and prior transactions (see SecuritizationPerformance and Pool Analysis sections for more detail).

Based on our review of Harley-Davidson Credit Corp.'s origination static pool loss performance,securitization performance, managed portfolio performance, series 2020-A collateral poolcharacteristics and comparisons with prior pools, comparisons with similar peer issuers, and ourforward-looking view of the economy, we expect HDMOT 2020-A's pool to experience cumulativenet losses in the 1.35%-1.55% range.



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Cash Flow Modeling Assumptions And Results

We modeled the transaction to simulate stressed scenarios that we believe are commensuratewith the assigned preliminary ratings (see table 5).

Table 5

Cash Flow Assumptions And Results

Class A

Preliminary ratings A-1+ (sf)/AAA (sf)

Front-loaded loss curve

Cumulative net loss timing (mos.) 12/24/36/48

Cumulative net loss 41/76/96/100

ABS voluntary prepayments (%) 1.80

Recoveries (%) 50.00

Recovery lag (mos.) 4.00

Approx. break-even net loss levels (%)(i) 8.4

Back-loaded loss curve

Cumulative net loss timing (mos.) 12/24/36/48/60

Cumulative net loss (% taken) 27/60/86/99/100

ABS voluntary prepayments (%) 1.80



Approx. break-even net loss levels (%)(i) 8.5

(i)The maximum cumulative net losses on the pool that the transaction can withstand without triggering a payment default on the relevantclasses of notes. ABS--Absolute prepayment speed.

In our internal cash flow runs, we used a 1.35%-1.55% expected cumulative net loss range andapplied the stresses as outlined above. The break-even results show that the class A notes have,in our view, sufficient credit enhancement to withstand a stressed net loss level that is consistentwith the assigned preliminary ratings.

We also ran a cash flow scenario to determine the impact to the preliminary ratings if nofloating-rate class A-2b notes are issued. Our results show no material impact to the assignedpreliminary ratings.

Sensitivity Analysis

In addition to analyzing break-even cash flows, we ran a sensitivity analysis to determine coveragelevels if losses rose to 2.0x our expected level and to assess if the preliminary ratings on the noteswould become vulnerable to a downgrade (see table 6).

Table 6

Scenario Analysis Summary Under Moderate 'BBB' (2x) Scenario

Loss level (%) 2.90



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Table 6

Scenario Analysis Summary Under Moderate 'BBB' (2x)Scenario (cont.)

Loss timing (12/24/36/48) (%) 26/57/82/97/100

Voluntary ABS (%) 1.50



Servicing fee (%) 1.00

Potential rating decline

Class A One rating category

ABS--Absolute prepayment speed.

Under this scenario, we assumed that the transaction experiences approximately 26% of losses inyear one, 31% in year two, 25% in year three, 14% in year four, and 3% in year five. We alsoassumed a 1.50% voluntary absolute prepayment speed, applied a 10% "haircut" to the stressedexcess spread for any given month, and assumed a 50% recovery rate for this scenario.

Chart 3

Scenario: 2.90% cumulative net loss, moderate ('BBB') stress scenario

Under our moderate stress scenario, the nonamortizing overcollateralization begins and stays atthe target of 4.75% of initial collateral balance until month 36 and then builds back up to target for



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months 37 through 41. The class A notes are paid off at month 46. The nonamortizing reserve fundbegins and stays at the target of 0.25% of initial collateral balance until month 46, when the notesare paid off. Since both overcollateralization and the reserve fund are at the target levels at thetransaction's inception, excess cash flow is released in months 1 through 35 and 37 through 41.

In our view, under the 2x stress scenario, all else being equal, we expect the class A notes toremain within one rating category of our preliminary ratings under this set of stress scenarios.This is consistent with our credit stability criteria (see "Methodology: Credit Stability Criteria,"published May 3, 2010).

Money Market

The proposed money market tranche (class A-1) has a 13-month legal final maturity date of Feb.15, 2021. To test whether the money market tranche can be repaid by then, we ran cash flowsusing assumptions to delay the principal collections during the 13-month period. We assumedzero defaults and a 0.25% absolute prepayment speed for all loans in our cash flow run. Based onthis cash flow scenario, approximately 12 months of principal collections would be sufficient topay off the money market tranche.

Legal Final Maturity

To test the legal final maturity dates proposed for the class A-2a, A-2b, A-3, and A-4 notes, wedetermined the dates on which the respective notes were fully amortized in a zero-loss,zero-prepayment scenario, plus three months. For the longest-dated security (class A-4), weadded at least six months to the tenor of the longest receivable in the pool to accommodatepotential extensions and recoveries. Furthermore, we verified that, in the break-even scenario foreach respective preliminary rating level, there was sufficient credit enhancement to both coverlosses and repay the related notes in full by the legal final maturity date.

Harley-Davidson Credit Corp.

Harley-Davidson Credit Corp. is a wholly owned subsidiary of Harley-Davidson Financial ServicesInc. Harley-Davidson Credit Corp. has been securitizing motorcycle contracts from retailpurchases between Harley-Davidson motorcycle dealers and customers since 1994. Since then,Harley-Davidson Credit Corp. has securitized approximately $25.3 billion in motorcycle contracts.

Harley-Davidson Inc. ('BBB+/Negative/--') is the U.S. market leader in the premium, custom, andtouring segments of the heavyweight motorcycle market. Its domestic market share isapproximately 49% (see "Harley-Davidson Inc.," published Nov. 13, 2019). The 'BBB+' ratingreflects S&P Global Ratings' view of the company's financial risk profile as "minimal" and thecompany's business risk profile as "satisfactory."

Related Criteria

- Criteria | Structured Finance | General: Methodology To Derive Stressed Interest Rates InStructured Finance, Oct. 18, 2019

- Criteria | Structured Finance | Legal: U.S. Structured Finance Asset Isolation AndSpecial-Purpose Entity Criteria, May 15, 2019



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- Criteria | Structured Finance | General: Incorporating Sovereign Risk In Rating StructuredFinance Securities: Methodology And Assumptions, Jan. 30, 2019

- General Criteria: Methodology For Linking Long-Term And Short-Term Ratings, April 7, 2017

- Criteria | Structured Finance | General: Methodology: Criteria For Global Structured FinanceTransactions Subject To A Change In Payment Priorities Or Sale Of Collateral Upon ANonmonetary EOD, March 2, 2015

- Criteria - Structured Finance - General: Criteria Methodology Applied To Fees, Expenses, AndIndemnifications, July 12, 2012

- General Criteria: Global Investment Criteria For Temporary Investments In TransactionAccounts, May 31, 2012

- Criteria | Structured Finance | ABS: General Methodology And Assumptions For Rating U.S. AutoLoan Securitizations, Jan. 11, 2011

- Criteria | Structured Finance | General: Methodology For Servicer Risk Assessment, May 28,2009

Related Research

- Harley-Davidson Inc., Nov. 13, 2019

- One Rating Raised, Two Ratings Affirmed On One Harley-Davidson Motorcycle Transaction, July29, 2019

- Harley-Davidson Inc. Ratings Removed From CreditWatch Negative And Lowered To 'BBB+'From 'A-'; Outlook Negative, Aug. 23, 2018

- Global Structured Finance Scenario And Sensitivity Analysis 2016: The Effects of the Top FiveMacroeconomic Factors, Dec. 16, 2016.

In addition to the criteria specific to this type of security (listed above), the following criteriaarticles, which are generally applicable to all ratings, may have affected this rating action:"Counterparty Risk Framework: Methodology And Assumptions," March 8, 2019; "Post-DefaultRatings Methodology: When Does Standard & Poor's Raise A Rating From 'D' Or 'SD'?," March 23,2015; "Global Framework For Assessing Operational Risk In Structured Finance Transactions,"Oct. 9, 2014; "Methodology: Timeliness of Payments: Grace Periods, Guarantees, And Use of 'D'And 'SD' Ratings," Oct. 24, 2013; "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings,"Oct. 1, 2012; "Methodology: Credit Stability Criteria," May 3, 2010; and "Use of CreditWatch AndOutlooks," Sept. 14, 2009.



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Harley-Davidson Motorcycle Trust 2020-A

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