The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 12-31-2016
Check here if Amendment    Amendment Number:
This Amendment (Check only one.):    is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: UNITED SERVICES AUTOMOBILE ASSOCIATION
Address: 9800 FREDERICKSBURG RD
SAN ANTONIO, TX  78288
Form 13F File Number: 028-05810

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Douglas Ward
Title: Vice President - Chief Investment Officer
Phone: 210-913-4491
Signature, Place, and Date of Signing:
/s/ Douglas Ward San AntonioTX 02-10-2017
[Signature] [City, State] [Date]
Report Type (Check only one.):
X 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
   13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 21
Form 13F Information Table Entry Total: 1,300
Form 13F Information Table Value Total: 29,896,604
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
No. Form 13F File Number Name
1 028-05802 USAA Capital Corporation
2 028-00487 USAA Investment Management Co.
3 028-04443 USAA Investment Corporation
4 028-14956 USAA Asset Management Co.
5 028-01006 Barrow, Hanley, Mewhinney & Strauss, LLC
6 028-00377 QS Batterymarch Financial Management, Inc.
7 028-10469 Lazard Asset Management, LLC
8 028-10968 Epoch Investment Partners, Inc.
10 028-00398 Loomis, Sayles and Co., L.P.
11 028-04968 Massachusetts Financial Services Company
12 028-10495 Northern Trust Co.
15 028-04884 The Renaissance Group, LLC
16 028-01222 Tweedy, Browne Company, LLC
18 028-04557 Wellington Management Company LLP
19 028-03676 Winslow Capital Management, Inc.
20 028-01398 Cambiar Investors, LLC
21 028-05876 Granahan Investment Management
22 028-05620 Brandes Investment Partners, LP
23 028-06354 Victory Capital Management, Inc.
24 028-10120 AQR Capital Management, LCC
25 028-10981 Goldman Sachs Group, Inc.