UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2001.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission file number 333-30840-02.
USAA AUTO OWNER TRUST 2001-1 (Issuer)
USAA FEDERAL SAVINGS BANK (Originator of the Trust)
(Exact name of registrant as specified in its charter)
UNITED STATES 74-6494663
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10750 McDermott Freeway, San Antonio, Texas 78288
(Address of principal executive offices) (Zip Code)
(210) 498-7479
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
USAA Auto Owner Trust 2001-1 had four classes of notes and one class of
certificates outstanding as of December 31, 2001. The notes represent the Auto
Loan Backed Notes Class A-1, Auto Loan Backed Notes Class A-2, Auto Loan Backed
Notes Class A-3, and Auto Loan Backed Notes Class A-4 of USAA Auto Owner Trust
2001-1. The certificates represent the Class B Auto Loan Backed Certificates of
USAA Auto Owner Trust 2001-1.
The registrant is filing this Annual Report on Form 10-K in a reduced
disclosure format pursuant to a no-action letter received from the Securities
and Exchange Commission dated December 23, 1993.
Page 2
USAA AUTO OWNER TRUST 2001-1
USAA FEDERAL SAVINGS BANK
PART I
ITEM 2. PROPERTIES
USAA Auto Owner Trust 2001-1 (the Trust) was formed pursuant to a Trust
Agreement dated May 1, 2001, between USAA Federal Savings Bank as Depositor and
First Union Trust Company, National Association, as Owner Trustee. The Trust was
also formed in accordance with a Sale and Servicing Agreement dated as of May 1,
2001, between USAA Auto Owner Trust 2001-1, as Issuer, and USAA Federal Savings
Bank, as Seller and Servicer (the "Sale and Servicing Agree- ment").
The Trust was established solely for the purpose of acquiring the fixed
rate simple interest motor vehicle installment loans and related collateral (the
Receivables), issuing its 4.04875% Class A-1 Auto Owner Trust Notes, 4.24% Class
A-2 Auto Owner Trust Notes, 4.69% Class A-3 Auto Owner Trust Notes, 5.08% Class
A-4 Auto Owner Trust Notes, and 5.98% Class B Auto Owner Trust Certificates, and
engaging in related transactions.
The property of the Trust consists of the Receivables described above. A
summary of Receivable activity and delinquency information follows (unaudited):
Units ($ in 000's)
Original Receivables outstanding, 48,336 $799,757
April 1, 2001
--------------------
Prepayments 8,794 $255,095
Repossessions 112 $ 1,855
Receivables outstanding, 39,430 $542,807
December 31, 2001
Delinquent Receivables as of December 31, 2001:
Units ($ in 000's)
31-60 days 59 $ 818
61-90 days 12 $ 186
91 days or more 6 $ 113
Total 77 $1,117
Losses on repossessions for the period ending December 31, 2001 were
approximately $176,443.97.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Page 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 2001, there were 28 direct and indirect participants in The
Depository Trust Company holding positions in the Class A Auto Owner Trust
Backed Notes: 0 participants in Class A-1, 8 participants in Class A-2, 20
participants in Class A-3, and 19 participants in Class A-4. Class B Auto Owner
Trust Backed Certificate: 1. The principal markets in which the Notes are traded
are the U.S. domestic capital markets.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Page 4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 10-K
(a) (1) Pursuant to the Sale & Servicing Agreement, the Servicer is
required (i) to deliver an annual statement as to compliance with the pro-
visions of the Sale & Servicing Agreement and certain other matters (the "Annual
Statement of the Servicer") and (ii) to cause a firm of independent public
accountants to deliver an annual report as to compliance with the servicing
provisions of the Sale & Servicing Agreement (the "Annual Report of the Firm of
Accountants"). Both the Annual Statement of the Servicer and the Annual Report
of the Firm of Accountants are attached as Exhibits 99.1 and 99.2, respectively,
to this Report.
(2) Not applicable.
(3) The required exhibits are as follows:
Exhibit 3(i): Copy of Servicer's Certificate of Incorporation
(Charter) (Filed as Exhibit 3.1 to Registration Statement on Form S-3
(Registration No. 333-30840-02)).
Exhibit 3(ii): Copy of Servicer's By-laws (Filed as Exhibit 3.2
to Registration Statement on Form S-3 (Registration No.
333-30840-02)).
Exhibit 4.1: Indenture (Filed as part of Registrant's current
report on Form 8-K filed on May 25, 2001).
Exhibit 4.2: Amended and Restated Trust Agreement (Filed as part
of Registrant's current report on Form 8-K filed on May 25, 2001).
Exhibit 99.1: Sale & Servicing Agreement (Filed as part of the
Registrant's Current Report on Form 8-K filed on May 25, 2001).
Exhibit 99.2: Annual Statement of the Servicer.
Exhibit 99.3: Annual Report of the Firm of Accountants.
(b) Current Reports on Form 8-K filed during the last quarter of the
period covered by this Report:
Date of Current Report Item Reported
August 15, 2001 Monthly Report sent to
Noteholders with the July 2001
distribution.
September 15, 2001 Monthly Report sent to
Noteholders with the August 2001
distribution.
October 15, 2001 Monthly report sent to
Noteholders with the September 2001
distribution.
November 15, 2001 Monthly report sent to
Noteholders with the October 2001
distribution.
December 15, 2001 Monthly report sent to
Noteholders with the November 2001
distribution.
January 15, 2002 Monthly report sent to
Noteholders with the December 2001
distribution.
(c) See subparagraph (a)(3) above.
(d) Not applicable.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No such annual report, proxy statement, form of proxy or other
soliciting material has been sent to Noteholders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
USAA FEDERAL SAVINGS BANK
(Registrant)
/s/ MICHAEL J. BROKER
---------------------------------------------
By: MICHAEL J. BROKER
(Duly Authorized Officer of
USAA Federal Savings Bank, as Servicer,
on behalf of the Trust)
Page 5
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DOCUMENT PAGE NUMBER
------- -------- -----------
3(i) Servicer's Certificate of Incorporation
(Filed as Exhibit 3.1 to Registration
Statement on Form S-3 (Registration
No. 333-30840-02)).
3(ii) Servicer's By-laws (Filed as Exhibit 3.2
to Registration Statement on Form S-3
(Registration No. 333-30840-02)).
4.1 Indenture (Filed as part of Registrant's current report on Form
8-K filed on May 25, 2001).
4.2 Amended and Restated Trust Agreement
(Filed as part of Registrant's current report
on Form 8-K filed on May 25, 2001).
99.1 Sale & Servicing Agreement (Filed as part of the Registrant's
Current Report on Form 8-K filed on May 25, 2001).
99.2 Annual Statement of the Servicer. 6
99.3 Annual Report of the Firm of Accountants -
Independent Accountant's Report and
Management Assertion. 7
Page 6
EXHIBIT "99.2"
ANNUAL STATEMENT OF THE SERVICER
OFFICER'S CERTIFICATE REGARDING COMPLIANCE
USAA AUTO OWNER TRUST 2001-1
4.04875%,$192,700,000 CLASS A-1,
4.24%,$274,000,000 CLASS A-2,
4.69%,$201,000,000 CLASS A-3,
5.08%,$108,064,000 CLASS A-4,
5.98%,$23,992,873 CLASS B
AUTOMOBILE LOAN PASS-THROUGH CERTIFICATES
The undersigned individual, a duly authorized officer of USAA Federal
Savings Bank (the "Servicer"), acting on behalf of the Servicer, hereby
CERTIFIES on behalf of the Servicer pursuant to Section 3.10(a) of the Sale and
Servicing Agreement (the "Agreement") dated as of May 1, 2001, as follows:
1. A review of the activities of the Servicer during the period May
1, 2001 through December 31, 2001, and of its per- formance under
the Agreement has been made under such officer's supervision, and
2. To the best of such officer's knowledge, based on such review,
the Servicer has fulfilled all its obligations in all material
respects under the Agreement throughout such period.
USAA FEDERAL SAVINGS BANK
("Servicer")
/s/ EDWIN T. MCQUISTON
---------------------------------------------
By: EDWIN T. MCQUISTON
Title: Vice President
Date: March 26, 2002
Page 7
EXHIBIT "99.3"
ACCOUNTANT'S ANNUAL REPORT
Independent Accountants' Report
USAA Federal Savings Bank
First Union Trust Company, National Association
The Chase Manhattan Bank:
We have examined management's assertion, included in the accompanying Management
Assertion, that USAA Federal Savings Bank (the "Bank") complied with Article
III, Section 3.9 of the Sale and Servicing Agreement, dated as of May 1, 2001
(the "Agreement"), between USAA Federal Savings Bank, as Seller and Servicer,
and the USAA Auto Owner Trust 2001-1, as Issuer, with First Union Trust Company,
National Association, as Owner Trustee, and The Chase Manhattan Bank, as
Indenture Trustee, for the year ended December 31, 2001. Management is
responsible for the Bank's compliance with Article III, Section 3.9 of the
Agreement, including the accuracy of the mathematical calculations of each
amount set forth in the Monthly Servicer Certificates, delivered pursuant to
Article III, Section 3.9, using the Bank's computer reports which were the
source of such amounts. Our responsibility is to express an opinion on
management's assertion about the Bank's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's
compliance with the aforementioned provision of the Agreement and performing
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Bank's compliance with
that provision.
In our opinion, management's assertion that the Bank was materially in
compliance with Article III, Section 3.9 of the Agreement, including the related
mathematical calculations, for the year ended December 31, 2001 is fairly
stated, in all material respects.
/s/ KPMG LLP
---------------
February 12, 2002
EXHIBIT "99.3"
(continued)
Management Assertion
February 12, 2002
The management of USAA Federal Savings Bank (the "Bank") is responsible for the
preparation of the Monthly Servicer Certificates in compliance with Article III,
Section 3.9 of the Sale and Servicing Agreement, dated as of May 1, 2001 (the
"Agreement"), between USAA Federal Savings Bank, as Seller and Servicer, and the
USAA Auto Owner Trust 2001-1, as Issuer, with First Union Trust Company,
National Association, as Owner Trustee, and The Chase Manhattan Bank, as
Indenture Trustee. Management is also responsible for the accuracy of the
mathematical calculations of each amount set forth in the Monthly Servicer
Certificates, delivered pursuant to Article III, Section 3.9 of the Agreement,
using the Bank's computer reports which were the source of such amounts.
Management has performed an evaluation of the Bank's compliance with Article
III, Section 3.9 of the Agreement, including the accuracy of the related
mathematical calculations, for the year ended December 31, 2001. Based on this
evaluation, management believes that, for the year ended December 31, 2001, the
Bank was materially in compliance with Article III, Section 3.9 of the
Agreement, including the related mathematical calculations.
/s/ EDWIN T. MCQUISTON
------------------------
Edwin T. McQuiston
SVP-Treasury Operations
EXHIBIT "99.3"
(continued)
Independent Accountants' Report
USAA Federal Savings Bank
First Union Trust Company, National Association
The Chase Manhattan Bank:
We have examined management's assertion, included in the accompanying Management
Assertion, that USAA Federal Savings Bank (the "Bank") complied with the
servicing requirements in Article III, Sections 3.1, 3.2, 3.3, 3.4, 3.5, and
3.14 of the Sale and Servicing Agreement, dated as of May 1, 2001 (the
"Agreement"), between USAA Federal Savings Bank, as Seller and Servicer, and the
USAA Auto Owner Trust 2001-1, as Issuer, with First Union Trust Company,
National Association, as Owner Trustee, and The Chase Manhattan Bank, as
Indenture Trustee, for the year ended December 31, 2001. Management is
responsible for the Bank's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Bank's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's
compliance with the aforementioned sections of the Agreement and performing such
other procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Bank's compliance with
those sections.
In our opinion, management's assertion that the Bank was materially in
compliance with the aforementioned sections of the Agreement for the year ended
December 31, 2001 is fairly stated, in all material respects.
/s/ KPMG LLP
-------------------
February 12, 2002
EXHIBIT "99.3"
(continued)
Management Assertion
February 12, 2002
The management of USAA Federal Savings Bank (the "Bank") is responsible for
complying with the servicing requirements of Article III, Sections 3.1, 3.2,3.3,
3.4, 3.5, and 3.14 of the Sale and Servicing Agreement, dated as of May 1, 2001
(the "Agreement"), between USAA Federal Savings Bank, as Seller and Servicer,
and the USAA Auto Owner Trust 2001-1, as Issuer, with First Union Trust Company,
National Association, as Owner Trustee, and The Chase Manhattan Bank, as
Indenture Trustee.
Management has performed an evaluation of the Bank's compliance with the
aforementioned sections of the Agreement for the year ended December 31, 2001.
Based on this evaluation, management believes that, for the year ended December
31, 2001, the Bank was materially in compliance with the aforementioned sections
of the Agreement.
/s/ MARK H. WRIGHT
------------------------
Mark H. Wright
President and CEO
/s/ ROSEMARY M. ELIZALDE
------------------------
Rosemary M. Elizalde
SVP - Senior Financial Officer
USAA USAA FEDERAL SAVINGS BANK
EAGLE -------------------------------------------------
LOGO 10750 MCDERMOTT FREEWAY, SAN ANTONIO, TEXAS 78288
March 27, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: USAA Auto Owner Trust 2001-1
Automobile Loan Pass-Through Certificates
Registered pursuant to Registration
Statement on Form S-3, File No. 333-30840-02
Ladies and Gentlemen:
On behalf of USAA Auto Owner Trust 2001-1 (the "Trust") enclosed for filing
pursuant are one manually signed original of the Trust's Annual Report on Form
10-K, and two additional complete conformed copies thereof, including all
exhibits. The Annual Report is filed pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 and the "Response of the Office of Chief Counsel
Division of Corporate Finance" of the Securities and Exchange Commission, dated
December 23, 1993, responding to a November 10, 1993, letter from the Trust.
Please acknowledge receipt of the enclosed materials by stamping a
notification of receipt on the enclosed copy of this letter and returning it to
me in the enclosed self-addressed stamped envelope.
Very truly yours,
USAA FEDERAL SAVINGS BANK
/s/ MICHAEL J. BROKER
---------------------------
MICHAEL J. BROKER
Vice President
Banking Counsel
MJB:kms
Enclosures
cc: Renwick Martin
Brown & Wood