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File revised 09/16/2020 to include signed FR Y-6 cover page and amended Item 2(a) OrganizationalChart. File revised 05/01/20 to include the USAA 2019 Report to Members(no changes to the documents originally submitted on 03/30/20)USAA9800 Fredericksburg RoadSan Antonio, TX 78288March 30, 2020Federal Reserve Bank of Dallas2200 N Pearl St.Dallas, TX 75201Re: FR Y-6 Submission for the period ending December 31, 2019Enclosed for filing is the combined Savings Association Holding Company Report (FR Y-6) for UnitedServices Automobile Association (USAA) RSSD ID 0001447376 and USAA Capital Corporation (CAPCO)RSSD ID 0001447385 for the period ending December 31, 2019.The following serves as an index to this submission:Item 1: Annual Report to Members USAA and CAPCO are privately held companies and we issue a consolidated annual reportto members that is published on usaa.com. Report is not yet available and will be sent underseparate cover at a later date.Item 2(a): Organizational Chart See Attachment A.Item 2(b): Domestic Branch Listing See Attachment B.Item 3: Securities Holders USAA is a diversified financial services company that is organized as a reciprocal interinsuranceexchange (owned by its policyholders who agree to insure each other through an attorney-infact). See Attachment C. CAPCO is a holding company for certain noninsurance operations of USAA and is engaged inbanking, investment management and real estate investment operations. CAPCO is a whollyowned subsidiary of USAA. USAA owns 100% of CAPCO’s common stock. See Attachment C.

Item 4: Insiders See Attachment D.Should you have any questions regarding this submission, please contact Jennifer Flores at 210-4143347.Sincerely,A. Nancy ReinhardUSAAVP Corporate Controller

THE NUMBERSIn 2019, USAA continued to build its financial strength while also making significant investments in foundational capabilities to position theassociation for the long term. The company focused considerable resources on meeting the heightened regulatory expectations of a largefinancial-services provider and strengthening its infrastructure to deliver consistently excellent service in every member interaction.USAA also simplified its product and service offerings, focusing on areas of competitive strength in property and casualty insurance,banking and life insurance. The sale of USAA Asset Management Company to Victory Capital last July – along with the announced sale ofUSAA Investment Company (IMCO) assets to Charles Schwab Corporation in 2020 – solidified strategic alliances to offer members morecompetitive options in investments, brokerage and managed portfolios. Strong financial results enabled USAA to return a record amount tomembers in the form of bank rebates and rewards, dividends and distributions.USAA’S FINANCIAL STRENGTHALLOWED US TO PAY OUT ALMOSTWHILE STILL RETURNING ALMOSTAND STANDING STRONG ATIN CATASTROPHE AND NON-CATASTROPHECLAIMS TO MEMBERSTO YOU IN DISTRIBUTIONS, DIVIDENDS,BANK REBATES AND REWARDSIN NET WORTH 15 BILLION 2.4 BILLION 35 BILLIONManagement’s Responsibility forFinancial ReportingThe management of USAA is responsible for the integrity and objectivity of the financial information presentedin this annual report. Due to the volume of financial information contained in the audited consolidated financialstatements, including the accompanying footnotes, we have chosen not to include the full audited consolidatedfinancial statements in this Report to Members.The financial statements that appear in this document have beenselected from the audited consolidated financial statementsto give basic and necessary financial information about USAA.Certain prior-year amounts were reclassified to conform to thecurrent-year presentation. The selected financial informationwas prepared by USAA in accordance with Generally AcceptedAccounting Principles (GAAP), except for key statutory data,which was prepared in accordance with Statutory AccountingPrinciples (SAP). Management believes the financial informationcontained in the audited consolidated financial statements fairlypresents USAA’s financial position, results of operations, and cashflows. A copy of the complete audited consolidated financialstatements of USAA, including Ernst & Young LLP’s unqualifiedindependent auditor’s report thereon, is available upon request toUSAA headquarters in San Antonio.USAA’s internal controls are designed to reasonably ensurethat USAA’s assets are safeguarded from unauthorized use ordisposition and that USAA’s transactions are authorized, executed1 2019 REPORT TO MEMBERSand recorded properly. In addition, USAA has a professional staffof internal auditors who monitor these controls on an independentbasis. The Finance and Audit Committee of USAA’s Board ofDirectors engaged Ernst & Young LLP as independent auditors toaudit USAA’s financial statements and express an opinion thereon.Ernst & Young LLP’s audit included consideration of USAA’sinternal controls over financial reporting as a basis for designingaudit procedures that support their financial statement auditopinion, but not for the purpose of expressing an opinion on theeffectiveness of USAA’s internal controls over financial reporting.The Finance and Audit Committee of USAA’s Board of Directorsconsists of members who are not officers or employees of USAA.This committee meets periodically with management, internalauditors and Ernst & Young LLP to ensure that management fulfillsits responsibility for accounting controls and preparation of theconsolidated financial statements and related data.Wayne PeacockLaura BishopChief Executive OfficerChief Financial Officer

Consolidated Statements ofComprehensive IncomeIn 2019, USAA achieved 4.0 billion in net income – a 75% growth from 2018. Several factors contributed to this strong performance.After two previous record-breaking catastrophe years marked by hurricanes, devastating wildfires and other storms, storm severity declined in2019. As a result, USAA’s catastrophe losses of 1 billion were about half of what was experienced in 2018.USAA’s financial results also benefited from the sale of the USAA Asset Management Company to Victory Capital, which yielded approximately 800 million in pre-tax gain. The announced sale of the assets of USAA Investment Company (IMCO) to Charles Schwab Corporation isexpected to close by mid-2020 and, therefore, had minimal impact on 2019 results.Investment revenue grew 1.5 billion in 2019, up 67%, primarily as a result of unrealized gains from a stronger equity market in 2019.Offsetting some of these positive drivers were increases in operating expenses, primarily from continued elevated investments in complianceand risk-management capabilities and infrastructure to close gaps and ensure consistent, compliant member experiences. Non-catastrophelosses continued to grow – up 6% over 2018 – on rising numbers of homeowner claims and increasing costs for auto parts and repairs. In total,USAA paid out almost 15 billion in catastrophe and non-catastrophe claims to members in 2019, highlighting the need to maintain a solidfinancial foundation.Years ended Dec. 31 (dollars in millions)201920172018 20,093 9696113350229REVENUESInsurance premiums, netInvestment returns:Interest and dividends earned, netGains (losses) on investments, netTotal investment returnGains on sale of loans, netFees, sales and loan income, netReal estate operationsOther income (e.g., miscellaneous product services and fees and gain on sale1)Total revenues 23,973LOSSES, BENEFITS AND EXPENSESNet losses, benefits and settlement expensesDeferred policy acquisition costsReal estate expensesInterest expenseDividends to policyholdersOther operating expenses (e.g., personnel, IT costs, loan losses, premium taxes)Total losses, benefits and expensesPre-tax incomeIncome tax expenseNET INCOME Other comprehensive income (loss), net of taxTOTAL COMPREHENSIVE 303394,7687622,422 139 2,561 1 The 2019 amount also includes gain on sale of USAA Asset Management Company and USAA Shareholder Account Services to Victory Capital2 2019 REPORT TO MEMBERS2,291 1,4854,0061,512(806) 5,518

Consolidated Balance SheetsNet worth is a critical balance sheet metric because it measures USAA’s ability to keep the commitments it makes to members today and intothe future. In 2019, net worth increased 13% to 35 billion. This was driven by growth in net income and unrealized gains in USAA’s investmentportfolios on falling interest rates and a strong stock market.Assets rose almost 10% to 174 billion, primarily due to growth in USAA’s fixed income investment portfolios.201720182019 12,28879,512 13,728 10,21612311,0989811,209 155,391 158,507 173,732 25,05419,658 26,912 29,05619,36171,74120,34377,514Years ended Dec. 31 (dollars in millions)ASSETSCash and cash equivalentsInvestmentsLoans, netPremiums due from policyholders47,3423,999Property, equipment and software, netSecurities lending collateral1,97163Other assets (e.g., accounts receivable, pension plans)TOTAL ASSETSLIABILITIESInsurance reservesLife insurance — funds on depositBank 86,3558,702 124,783 127,329 138,40530,60831,17835,327 155,391 158,507 173,732Securities lending payableOther liabilities (e.g., accounts payable, benefit plan obligations)TOTAL LIABILITIESNET WORTHTotal net worthTOTAL LIABILITIES AND NET WORTHMember DistributionsWhen USAA is successful, the company shares its financial success by returning a share of profits to members. In 2019, USAA returned almost 2.4 billion to members through distributions, dividends and bank rebates and rewards, up 32% over 2018.Discretionary Distributions to Subscriber’s Account holders of 883 million – more than double the year before – helped drive the increase.USAA used some of the proceeds of the sale of its asset management company to Victory Capital to increase distributions to members – andalso plans to use a portion to increase price-competitiveness of key products and services for members.Years ended Dec. 31 (dollars in millions)Subscriber's Account distributions2017 29920192018 404 883Senior Bonus distributions*283287291Subscriber's Account terminations210225243Automobile policyholder dividendsTotal property and casualty distributionsLife insurance policyholder dividendsBank rebates and rewardsTOTAL DISTRIBUTIONS TO MEMBERS**971291868891,0451,603454443622 1,556736710 1,799 2,382Past dividends or distributions are not a guarantee or promise of future dividends or distributions.*Senior Bonus distributions represent additional Subscriber's Account distributions for eligible members of the association with more than 40 years of membership.**Includes amounts returned to members, associates and other customers.NC-04203 2019 REPORT TO MEMBERS