|                                                     
|-----------------------------------------------------
|UNITED
 STATES                                       
|SECURITIES
 AND EXCHANGE COMMISSION                  
|WASHINGTON,
 D.C. 20549                              
|                                                     
|                                                     
|                                                     
|FORM 10-K                                            
|                                                     
|ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|SECURITIES
 EXCHANGE ACT OF 1934                     

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|  | For the fiscal year ended
 December 31, 2009                                             
|  |                                                                                          
|o | TRANSITION REPORT PURSUANT
 TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  | For the transition period from ________ to                                               

|                                                           
|-----------------------------------------------------------
|333-158741-01                                              
|(Commission File Number
 of Issuing Entity)                
|                                                           
|USAA
 Auto Owner Trust 2009-2                              
|(Exact
 name of Issuing Entity as specified in its charter)
|                                                           
|USAA Acceptance, LLC                                       
|(Exact
 name of Depositor as specified in its charter)     
|                                                           
|USAA Federal Savings Bank                                  
|(Exact name of Sponsor
 as specified in its charter)       

|                                                |                                     
|----------------------------------------------- | ------------------------------------
|Delaware                                        | 38-6885788                          
|(State or other jurisdiction of                 | (I.R.S. Employer                    
|incorporation or organization ofIssuing Entity) | Identification No. ofIssuing Entity)

|                                         |           
|---------------------------------------- | ----------
|c/o Wells Fargo Delaware                 |           
|Trust Company, National Association      |           
|919 Market Street                        |           
|Suite 1600                               |           
|Wilmington,
 Delaware                    | 19801     
|(Address of principal executive offices) | (Zip Code)
|of Issuing Entity)                       |           

|                                                         
|---------------------------------------------------------
|(302)
 575-2004                                          
|(Issuing Entitys
 telephone number, including area code)

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Securities registered
pursuant to Section 12(b) of the Act:

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange
on which registered
|                    |  |                                          
|None                |  | None                                     

Securities registered
pursuant to Section 12(g) of the
Act:          None

Indicate by check mark if the registrant is a
well-known seasoned issuer (as defined in Rule 405 of the Act). o Yes   x
No

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Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act.o
Yes    x
No

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. x
 Yes   o No

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

|                                              |                             
|--------------------------------------------- | ----------------------------
|Large Accelerated Filer: o                    | Accelerated Filer: o        
|                                              |                             
|Non-accelerated filer: x                      | Smaller reporting company: o
|(Do not check if a smaller reporting company) |                             

Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act).Yes o   No x

State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrants
most recently completed second fiscal quarter. None

Documents incorporated by reference: See Exhibit Index.

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FORM 10-K

PART 1

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

| |             |                                                     
| | ----------- | ----------------------------------------------------
| | (A) Item 1  | Business.                                           
|
| | (B) Item 1A | Risk Factors.                                       
|
| | (C) Item 2  | Properties.                                         
|
| | (D) Item 3  | Legal Proceedings.                                  
|
| | (E) Item 4  | Submission of Matters to a Vote of Security Holders.

Item 1B. Unresolved Staff Comments.

Not
Applicable.

PART II

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

| |             |                                                                                                               
| | ----------- | --------------------------------------------------------------------------------------------------------------
| | (A) Item 5  | Market for Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities.
|
| | (B) Item 6  | Selected Financial Data.                                                                                      
|
| | (C) Item 7  | Managements Discussion and Analysis of Financial Condition and
 Results of Operation.                        
|
| | (D) Item 7A | Quantitative and Qualitative Disclosures About Market Risk.                                                   
|
| | (E) Item 8  | Financial Statements and Supplementary Data.                                                                  
|
| | (F) Item 9  | Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure.                        
|
| | (G) Item 9A | Controls and Procedures.                                                                                      

Item 9A (T) Controls and Procedures.

Not
applicable.

Item 9B. Other Information.

None.

PART III

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

| |             |                                                                                                 
| | ----------- | ------------------------------------------------------------------------------------------------
| | (A) Item 10 | Directors, Executive Officers and Corporate Governance.                                         
|
| | (B) Item 11 | Executive Compensation.                                                                         
|
| | (C) Item 12 | Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters.
|
| | (D) Item 13 | Certain Relationships and Related Transactions, and Director
 Independence.                     
|
| | (E) Item 14 | Principal Accounting Fees and Services.                                                         

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PART IV

Item 15. Exhibits, Financial Statement
Schedules.

| |     |                                                                                                 |                                                                                                
| | --- | ----------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------
| | (a) | (1)                                                                                             | Not
 applicable.                                                                               
| |     |                                                                                                 |                                                                                                
| |     | (2)                                                                                             | Not
 applicable.                                                                               
| |     |                                                                                                 |                                                                                                
| |     | (3)                                                                                             | The exhibits
 filed in response to Item 601 of Regulation S-K are listed in the Exhibit
 Index.
| |     |                                                                                                 |                                                                                                
| | (b) | The exhibits
 filed in response to Item 601 of Regulation S-K are listed in the Exhibit
 Index.
| |     |                                                                                                 |                                                                                                
| | (c) | None.                                                                                          

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE
WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:

Item 1112(b) of Regulation AB. Significant
Obligors of Pool Assets (Financial Information).

Not
Applicable.

Item 1114(b)(2) of Regulation AB. Credit
Enhancement and Other Support, Except for Certain Derivatives Instruments
(Information Regarding Significant Enhancement Providers  Financial Information).

Not
Applicable.

Item 1115(b) of Regulation AB. Certain
Derivatives Instruments (Financial Information).

Not
Applicable.

Item 1117 of Regulation AB. Legal
Proceedings.

No legal
proceedings are pending against any of USAA Federal Savings Bank (in its
capacity as the sponsor, (the Sponsor), in its capacity as an originator
contemplated by Item 1110(b) of Regulation AB, (the Originator), in its
capacity as servicer, (the Servicer) and in its capacity as administrator
(the Administrator) of USAA Auto Owner Trust 2009-2 (the Issuing Entity)),
USAA Acceptance, LLC (the Depositor), The Bank of New York Mellon (the Indenture Trustee), Wells
Fargo Delaware Trust Company, National Association (the Owner Trustee) or the
Issuing Entity, or of which any property of the foregoing is the subject, that
are or would be material to holders of the asset-backed notes (the Notes) or
the asset-backed certificate (the Certificate). No such proceedings are known
to be contemplated by governmental authorities.

Item 1119 of Regulation AB. Affiliations and
Certain Relationships and Related Transactions.

Information
required by Item 1119 of Regulation AB has been omitted from this report on
Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with
Applicable Servicing Criteria.

The Servicer,
the Indenture Trustee and FDI Collateral Management (collectively, the
Servicing Parties) have each been identified by the Depositor as parties
participating in the servicing function with respect to the asset pool held by
the Issuing Entity. Each of the Servicing Parties has completed a report on an
assessment of compliance with the servicing criteria set forth in paragraph (d)
of Item 1122 of Regulation AB applicable to it (each, a Servicing Assessment
Report), which Servicing Assessment Reports are attached as exhibits to this
Form 10-K. In addition, each of the Servicer, the Indenture Trustee and FDI
Collateral Management has provided an attestation

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report (each,
an Attestation Report) by an independent registered public accounting firm,
which reports are also attached as exhibits to this Form 10-K. None of the
Servicing Assessment Reports prepared by the Servicer, the Indenture Trustee or
FDI Collateral Management, and none of the related Attestation Reports, has
identified any material instance of noncompliance with the servicing criteria
applicable to the respective Servicing Party except as specified in the
paragraphs below.

As set forth
in Exhibit 33.2 and Exhibit 34.2 to this Form 10-K, the Indenture Trustees Servicing
Assessment Report and the related Attestation Report, reported a material
instance of noncompliance with respect to Item 1122(d)(2)(i) of Regulation AB,
at the platform level. As set forth in such Servicing Assessment Report and
related Attestation Report, certain payments on pool assets were not deposited
into the appropriate custodial bank account within the time frame required by
the related transaction documents. The segregated account for each specified
series of securities was in existence prior to the time the deposits were to be
made into such account but such account was not utilized in all instances by
the Indenture Trustee as stated above. Payments related to each specified
series of securities were timely remitted to the investors in such series.
Existing procedures have been reviewed with staff to enable future payments to
be deposited into the segregated account for each specified series within the
applicable time frames.

Item 1123 of Regulation AB. Servicer
Compliance Statement.

The Servicer
has completed a statement of compliance with its activities during the
reporting period and of its performance under the applicable servicing
agreement (a Compliance Statement), signed by an authorized officer of the
Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form
10-K.

SIGNATURES

Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Depositor has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                      |                                                       |                       
|--------------------- | ----------------------------------------------------- | ----------------------
|                      | USAA AUTO
 OWNER TRUST 2009-2                        
|                      |                                                       |                       
|                      | By: USAA
 Federal Savings Bank, as Servicer          
|                      |                                                       |                       
|                      | By:                                                   | /s/ TIMOTHY
 P. BOOKER
|                      |                                                       |                       
|                      | Name: Timothy P.
 Booker                             
|                      | Title:   Vice President                              
|                      | (Senior
 Officer in Charge of the Servicing Function)
|                      |                                                       |                       
|Date: March
 31, 2010 |                                                       |                       

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.

Not
Applicable.

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|              |                                                                                                                                                                                                                                                                                                                        
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT INDEX
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 3.1   | Amended and
 Restated Limited Liability Company Agreement of the Depositor (incorporated
 by reference to the Depositors filing on Form 8-K filed with the Commission
 on October 4, 2005).                                                                                                                           
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 4.1   | Indenture,
 dated as of November 13, 2009, between the Issuing Entity and the Indenture
 Trustee (incorporated by reference from Exhibit 4.1 to the Issuing Entitys
 filing on Form 8-K filed with the Commission on November 9, 2009).                                                                               
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 4.2   | Amended and
 Restated Trust Agreement, dated as of November 13, 2009, between the Depositor
 and the Owner Trustee (incorporated by reference from Exhibit 10.4 to the
 Issuing Entitys filing on Form 8-K filed with the Commission on November 9,
 2009).                                                           
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 10.1  | Purchase
 Agreement, dated as of November 13, 2009, between USAA Federal Savings Bank, as
 seller, and the Depositor (incorporated by reference from Exhibit 10.1 to the
 Issuing Entitys filing on Form 8-K filed with the Commission on November 9,
 2009).                                                         
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 10.2  | Sale and
 Servicing Agreement, dated as of November 13, 2009, among the Issuing Entity,
 the Depositor, and USAA Federal Savings Bank, as servicer, and the Indenture
 Trustee (incorporated by reference from Exhibit 10.2 to the Issuing Entitys
 filing on Form 8-K filed with the Commission on November 9, 2009).
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 10.3  | Administration
 Agreement, dated as of November 12, 2009, among the Issuing Entity, the
 Administrator and the Indenture Trustee (incorporated by reference from
 Exhibit 10.3 to the Issuing Entitys filing on Form 8-K filed with the
 Commission on November 9, 2009).                                             
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 31    | Certification
 of Senior Officer in Charge of the Servicing Function of the Servicer
 Pursuant to Rule 15d-14(d).                                                                                                                                                                                                      
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 33.1  | Report on
 Assessment of Compliance with Applicable Servicing Criteria of USAA Federal
 Savings Bank.                                                                                                                                                                                                                  
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 33.2  | Report on
 Assessment of Compliance with the Servicing Criteria for of The Bank of New
 York.                                                                                                                                                                                                                          
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 33.3  | Report on
 Assessment of Compliance with the Servicing Criteria for of FDI Collateral
 Management.                                                                                                                                                                                                                     
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 34.1  | Attestation
 Report on Assessment of Compliance with the Servicing Criteria of Ernst &
 Young LLP, on behalf of USAA Federal Savings Bank.                                                                                                                                                                             
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 34.2  | Attestation
 Report on Assessment of Compliance with Servicing Criteria of KPMG, LLP, on
 behalf of The Bank of New York.                                                                                                                                                                                              
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 34.3  | Attestation
 Report on Assessment of Compliance with the Servicing Criteria of McGladrey
 & Pullen, LLP, on behalf of FDI Computer Consulting, Inc.                                                                                                                                                                    
|              |                                                                                                                                                                                                                                                                                                                        
|Exhibit 35.1  | Annual
 Servicer Compliance Statement of the Servicer for the year ended December 31,
 2009.                                                                                                                                                                                                                           

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