ANNUAL REPORT USAA FLEXIBLE INCOME FUND

Transcription

1 ANNUAL REPORT USAA FLEXIBLE INCOME FUND FUND SHARES INSTITUTIONAL SHARES ADVISER SHARES DECEMBER 31, 2017

2 PRESIDENT S MESSAGE One way to ensure that you are doing the most with what you have is to invest a set amount each month, a tactic known as dollar-cost averaging. February 2018 The reporting period ended December 31, 2017, was remarkable, as stock prices went up and bonds did well. From the results, you d never know how many worries investors had to overcome during the reporting period. Among geopolitical disruptions, natural disasters, political gridlock over U.S. fiscal policy, and the speed and scope of the Federal Reserve (Fed) interest rate increases there was plenty to be concerned about, but investors generally maintained composure and with it, their appetite for risk. In 2017, stocks experienced one of their best years in recent memory, strengthened by synchronized global economic growth and supportive inflation. Emerging markets stocks were the standout performers, followed by developed markets stocks and U.S. stocks all of which generated double-digit gains. Better-than-expected corporate earnings also supported the rally in global stocks. Looking ahead, we believe stock prices could continue to rise, though 2018 s returns may not be as stellar as those in In the United States, the new federal tax law, which became effective in January 2018, lowers the corporate tax rate from 35% to 21% and could increase companies cash flows as well as their bottom lines. That said, some of the potential appreciation may already have occurred during December Meanwhile, emerging markets and developed markets stocks are generally inexpensive when compared to U.S. stocks, and therefore may offer an appealing long-term investment opportunity. As for the bond markets, they were dominated during the reporting period by investor expectations about the Fed s monetary policy. In 2017, Fed policymakers followed through on their plan to increase short-term interest rates three times, raising the federal funds target rate in March, June, and December of 2017 to a range of between 1.25% and 1.50% by the end of the year. The Fed also said three interest rate increases are anticipated for 2018, as long as the U.S. economy continued to perform as it expected. In this gradually rising interest rate environment, we believe short-term bonds may

3 be attractive, as they offer an opportunity to earn incremental income with less exposure to declining bond prices. (Bond prices and interest rates move in opposite directions.) Long-term interest rates fell during the reporting period as strong investor demand pushed up stock prices; remember, the market, not the Fed, sets long-term interest rates. As a result, the 30-year U.S. Treasury was one of the best-performing fixed income assets of At the same time, credit spreads narrowed. Credit spreads are the difference in yields between corporate bonds and U.S. Treasury securities of similar maturity. With global interest rates near historic lows, investors were willing to take on more risk for the incrementally larger yields available in the corporate bond market. At USAA Investments, we think ongoing economic growth and solid corporate earnings could continue supporting investmentgrade and high-yield corporate bonds during No one can predict the movements of the financial markets. Investors were able to shrug off their worries during 2017, but many of the same concerns remain in At the December 2017 policy meeting, Fed officials discussed whether tax cuts might require them to raise short-term interest rates faster than anticipated, raising the concern of an interest-rate shock. An interestrate shock occurs when interest rates suddenly change. Should the Fed be too aggressive with interest-rate policy, it might dampen U.S. economic growth. Due to an unknown future, we believe it is important for investors to maintain diversified portfolios that are based on their individual goals, time horizon, and risk tolerance. The first months of a new year can be an appropriate time to look at your overall financial situation. One way to ensure that you are doing the most with what you have is to invest a set amount each month, a tactic known as dollar-cost averaging. At USAA Investments, we are committed to helping you meet your financial objectives. From all of us here, thank you for the opportunity to help you with your investment needs. Sincerely, Brooks Englehardt President USAA Investments Investments provided by USAA Investment Management Company and USAA Financial Advisors, Inc., both registered broker-dealers, and affiliates. Financial planning services and financial advice provided by USAA Financial Planning Services Insurance Agency, Inc. (known as USAA Financial Insurance Agency in California, License # 0E36312), a registered investment adviser and insurance agency and its wholly owned subsidiary, USAA Financial Advisors, Inc., a registered broker dealer.

4 TABLE OF CONTENTS Fund Objective 1 Managers Commentary on the Fund 2 Investment Overview 5 Financial Information Distributions to Shareholders 14 Report of Independent Registered Public Accounting Firm 15 Portfolio of Investments 16 Notes to Portfolio of Investments 24 Financial Statements 28 Notes to Financial Statements 32 Expense Example 54 Trustees and Officers Information 56 This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by USAA Asset Management Company. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund. 2018, USAA. All rights reserved.

5 FUND OBJECTIVE The USAA Flexible Income Fund (the Fund) seeks total return through a combination of income and capital appreciation. Types of Investments Under normal market conditions, the Fund will invest in income-producing securities that carry the most attractive opportunity for total return, regardless of maturity or credit rating. The Fund may invest to a significant extent in investment-grade U.S. bonds, high-yield bonds (commonly referred to as junk bonds), bank loans, non-dollar-denominated bonds, and equity securities. In addition, the Fund may invest up to 40% of its assets in foreign non-dollardenominated securities traded outside the United States, and may invest without limitation in dollar-denominated securities of foreign issuers. Investments in the securities of foreign issuers may include securities issued in emerging markets as well as securities issued in established markets. The Fund also may use various techniques, including, among others, entering into derivatives transactions (such as futures and options), currency exchange contracts, and swap agreements, to increase or decrease its exposure to changing security prices, interest rates, commodity prices, or other factors that affect security values. For the purposes of this Fund, bonds may include corporate debt securities, obligations of U.S., state, and local governments, their agencies and instrumentalities, and mortgage- and asset-backed securities. For the purposes of this Fund, equity securities may include common stock (which represents an ownership interest in a corporation), preferred stock, trust or limited partnership interests, rights and warrants to subscribe to or purchase such securities, sponsored or unsponsored American depositary receipts (ADRs), European depositary receipts (EDRs), global depositary receipts (GDRs), exchange-traded funds (ETFs), and convertible securities. IRA DISTRIBUTION WITHHOLDING DISCLOSURE We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state s tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election or change or revoke a prior withholding election, call (800) 531-USAA (8722) or (210) If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution. For more specific information, please consult your tax adviser. Fund Objective 1

6 MANAGERS COMMENTARY ON THE FUND Arnold J. Espe, CFA USAA Asset Management Company Brian W. Smith, CFA USAA Asset Management Company What were the market conditions during the reporting period? The U.S. Treasury yield curve flattened during the reporting period ended December 31, 2017, as longer-term yields fell and shorter-term yields rose. Yields on U.S. Treasury Securities with maturities of 10 years and longer dropped as investors assessed the potential speed and size of Federal Reserve (Fed) interest-rate increases. Shorter-term yields rose as Fed policymakers followed through on their stated intention of raising the federal funds target rate three times during In this environment, longer maturities outperformed shorter maturities. (Bond yields and prices move in opposite directions.) Investment-grade and high-yield corporate bonds generated positive returns amid tightening credit spreads. Credit spreads, which are yield differentials versus U.S. Treasury securities of comparable duration, narrowed as investors sought higher yields in the corporate bond market. Within U.S. equities, both large- and small-cap stocks posted strong gains, with large-cap stocks outpacing small-cap stocks. Gold prices rose during the reporting period, boosting the prices of goldmining stocks. The U.S. dollar weakened versus many global currencies, including the Japanese yen. 2 USAA Flexible Income Fund

7 How did the USAA Flexible Income Fund (the Fund) perform during the reporting period? The Fund has three share classes: Fund Shares, Institutional Shares, and Adviser Shares. For the reporting period ended December 31, 2017, the Fund Shares, Institutional Shares, and Adviser Shares had total returns of 7.24%, 7.29%, and 7.00%, respectively. This compares to a total return of 4.09% for the Bloomberg Barclays U.S. Universal Index. USAA Asset Management Company (the Manager) is the Fund s investment adviser. The investment adviser provides day-to-day discretionary management for the Fund s assets. What key factors affected the Fund s performance during the reporting period? The Fund significantly outperformed the Bloomberg Barclays U.S. Universal Index, due in part to its holdings of 30-year U.S. Treasury securities, which produced positive returns as longer-term yields fell. The 30-year Treasury yield began the reporting period at 3.07% and finished it at 2.74%. The portfolio also benefited from its exposure to investmentgrade and high-yield corporate bonds. Strong security selection among common stocks, including shares of gold-mining companies, further strengthened performance. The Fund was held back somewhat by its short position in Russell 2000 Index futures, which is intended to hedge against credit and equity risk, as U.S. stocks rallied during the reporting period. (The Russell 2000 Index represents small-cap stocks.) A short position in Japanese yen currency futures also limited the Fund s returns, as the U.S. dollar depreciated versus the Japanese yen. A defensive position in cash equivalents further dampened performance. In keeping with our investment approach, we maintained our income focus, concentrating our purchases on income-producing securities that Refer to page 7 for benchmark definitions. Past performance is no guarantee of future results. Managers Commentary on the Fund 3

8 we believe may have the most opportunity for total return, regardless of maturity or credit rating. To help us identify opportunities throughout the fixed income universe, we relied on our analysts, who use independent research to evaluate every security we consider for purchase. Thank you for allowing us to help you manage your investments. As interest rates rise, existing bond prices generally fall; given the historically low interest rate environment, risks associated with rising interest rates may be heightened. Gold is a volatile asset class and is subject to additional risks, such as currency fluctuation, market liquidity, political instability and increased price volatility. It may be more volatile than other asset classes that diversify across many industries and companies. Non-investment-grade securities are considered speculative and are subject to significant credit risk. They are sometimes referred to as junk bonds since they represent a greater risk of default than more credit worthy investment-grade securities. Foreign investing is subject to additional risks, such as currency fluctuations, market illiquidity, and political instability. 4 USAA Flexible Income Fund

9 INVESTMENT OVERVIEW USAA FLEXIBLE INCOME FUND SHARES (FUND SHARES) (Ticker Symbol: USFIX) 12/31/17 12/31/16 Net Assets $43.0 Million $48.6 Million Net Asset Value Per Share $9.22 $8.95 AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/17 1 Year Since Inception 7/12/ % 3.15% EXPENSE RATIOS AS OF 12/31/16* Before Reimbursement 1.22% After Reimbursement 0.99% (Includes acquired fund fees and expenses of 0.09%) The performance data quoted represents past performance and is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The return and principal value of an investment will fluctuate, so that an investor s shares, when redeemed, may be worth more or less than their original cost. For performance data current to the most recent month-end, visit usaa.com. * The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund s prospectus dated May 1, 2017, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through April 30, 2018, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses of the Fund Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.90% of the Fund Shares average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Fund s Board of Trustees and may be changed or terminated by the Manager at any time after April 30, If the total annual operating expense ratio of the Fund Shares is lower than 0.90%, the Fund Shares will operate at the lower expense ratio. These expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. Investment Overview 5

10 CUMULATIVE PERFORMANCE COMPARISON $12,000 $11,500 $11,540 $11,487 $11,000 $10,500 $10,000 $9,500 7/13 12/13 12/14 12/15 12/16 12/17 Bloomberg Barclays U.S. Universal Index $11,540 USAA Flexible Income Fund Shares $11,487 Data from 7/31/13 to 12/31/17.* See next page for benchmark definitions. Past performance is no guarantee of future results, and the cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Indexes are unmanaged and you cannot invest directly in an index. The return information for the indexes does not reflect the deduction of any fees, expenses, or taxes. *The performance of the Bloomberg Barclays U.S. Universal Index is calculated from the end of the month, July 31, 2013, while the inception date of the Fund Shares is July 12, There may be a slight variation of performance numbers because of this difference. 6 USAA Flexible Income Fund

11 The graph on page 6 illustrates the comparison of a $10,000 hypothetical investment in the USAA Flexible Income Fund Shares to the following benchmark: The Bloomberg Barclays U.S. Universal Index is an index that represents the union of the U.S. Aggregate Bond Index, U.S. Corporate High Yield Index, Investment Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index, and the non-erisa eligible portion of the CMBS Index. The index covers USD-denominated, taxable bonds that are rated either investment grade or high-yield. Investment Overview 7

12 USAA FLEXIBLE INCOME FUND INSTITUTIONAL SHARES (INSTITUTIONAL SHARES) (Ticker Symbol: UIFIX) 12/31/17 12/31/16 Net Assets $27.4 Million $21.9 Million Net Asset Value Per Share $9.24 $8.97 AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/17 1 Year Since Inception 7/12/ % 3.31% EXPENSE RATIOS AS OF 12/31/16* Before Reimbursement 1.13% After Reimbursement 0.89% (Includes acquired fund fees and expenses of 0.09%) The performance data quoted represents past performance and is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The return and principal value of an investment will fluctuate, so that an investor s shares, when redeemed, may be worth more or less than their original cost. For performance data current to the most recent month-end, visit usaa.com. * The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund s prospectus dated May 1, 2017, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through April 30, 2018, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses of the Institutional Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 0.80% of the Institutional Shares average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Fund s Board of Trustees and may be changed or terminated by the Manager at any time after April 30, If the total annual operating expense ratio of the Institutional Shares is lower than 0.80%, the Institutional Shares will operate at the lower expense ratio. These expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The Institutional Shares are available for investment through a USAA discretionary managed account program, and certain advisory programs sponsored by financial intermediaries, such as brokerage firms, investment advisors, financial planners, third-party administrators, and insurance companies. Institutional Shares also are available to institutional investors, which include retirement plans, endowments, foundations, and bank trusts, as well as other persons or legal entities that the Fund may approve from time to time, or for purchase by a USAA fund participating in a fund-of-funds investment strategy (USAA fund-of-funds). 8 USAA Flexible Income Fund

13 CUMULATIVE PERFORMANCE COMPARISON $12,000 $11,500 $11,567 $11,540 $11,000 $10,500 $10,000 $9,500 7/13 12/13 12/14 12/15 12/16 12/17 USAA Flexible Income Fund Institutional Shares $11,567 Bloomberg Barclays U.S. Universal Index $11,540 Data from 7/31/13 to 12/31/17.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Flexible Income Fund Institutional Shares to the benchmark listed above (see page 7 for the benchmark definition). Past performance is no guarantee of future results, and the cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Indexes are unmanaged and you cannot invest directly in an index. The return information for the indexes does not reflect the deduction of any fees, expenses, or taxes. *The performance of the Bloomberg Barclays U.S. Universal Index iscalculated from the end of the month, July 31, 2013, while the inception date of the Institutional Shares is July 12, There may be a slight variation of performance numbers because of this difference. Investment Overview 9

14 USAA FLEXIBLE INCOME FUND ADVISER SHARES (ADVISER SHARES) (Ticker Symbol: UAFIX) 12/31/17 12/31/16 Net Assets $4.7 Million $4.6 Million Net Asset Value Per Share $9.22 $8.95 AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/17 1 Year Since Inception 7/12/ % 2.90% EXPENSE RATIOS AS OF 12/31/16* Before Reimbursement 1.67% After Reimbursement 1.24% (Includes acquired fund fees and expenses of 0.09%) The performance data quoted represents past performance and is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The return and principal value of an investment will fluctuate, so that an investor s shares, when redeemed, may be worth more or less than their original cost. For performance data current to the most recent month-end, visit usaa.com. * The expense ratios represent the total annual operating expenses, before reductions of any expenses paid indirectly and including any acquired fund fees and expenses, as reported in the Fund s prospectus dated May 1, 2017, and are calculated as a percentage of average net assets. USAA Asset Management Company (the Manager) has agreed, through April 30, 2018, to make payments or waive management, administration, and other fees to limit the expenses of the Fund so that the total annual operating expenses of the Adviser Shares (exclusive of commission recapture, expense offset arrangements, acquired fund fees and expenses, and extraordinary expenses) do not exceed an annual rate of 1.15% of the Adviser Shares average net assets. This reimbursement arrangement may not be changed or terminated during this time period without approval of the Fund s Board of Trustees and may be changed or terminated by the Manager at any time after April 30, If the total annual operating expense ratio of the Adviser Shares is lower than 1.15%, the Adviser Shares will operate at the lower expense ratio. These expense ratios may differ from the expense ratios disclosed in the Financial Highlights, which excludes acquired fund fees and expenses. Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. 10 USAA Flexible Income Fund

15 CUMULATIVE PERFORMANCE COMPARISON $12,000 $11,500 $11,540 $11,367 $11,000 $10,500 $10,000 $9,500 7/13 12/13 12/14 12/15 12/16 Bloomberg Barclays U.S. Universal Index $11,540 USAA Flexible Income Fund Adviser Shares $11,367 12/17 Data from 7/31/13 to 12/31/17.* The graph illustrates the comparison of a $10,000 hypothetical investment in the USAA Flexible Income Fund Adviser Shares to the benchmark listed above (see page 7 for benchmark definition). Past performance is no guarantee of future results, and the cumulative performance quoted does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares. Indexes are unmanaged and you cannot invest directly in an index. The return information for the indexes does not reflect the deduction of any fees, expenses, or taxes. *The performance of the Bloomberg Barclays U.S. Universal Index is calculated from the end of the month, July 31, 2013, while the inception date of the Adviser Shares is July 12, There may be a slight variation of performance numbers because of this difference. Investment Overview 11

16 TOP 10 HOLDINGS* 12/31/17 (% of Net Assets) U.S. Treasury Bond, 3.09%, 8/15/2044 (STRIPS Principal) 20.5% U.S. Treasury Bond, 3.00%, 5/15/2047 (STRIPS Principal) 5.9% U.S. Treasury Bond, 3.00%, 11/15/ % Hycroft Mining Corp. 3.3% Northern Dynasty Minerals 2.8% U.S. Treasury Bond, 3.00%, 5/15/ % Nuveen Enhanced AMT-Free Municipal Credit Opportunities Fund 2.8% Chesapeake Energy Corp., 5.75%, perpetual 2.3% Southern Union Co. 2.2% Newmont Mining Corp. 2.1% You will find a complete list of securities that the Fund owns on pages *Does not include futures, money market instruments and short-term investments purchased with cash collateral from securities loaned. 12 USAA Flexible Income Fund

17 ASSET ALLOCATION* 12/31/17 Common Stocks 18.3% U.S. Treasury Securities 34.6% Government & U.S. Treasury Money Market Funds 1.0% Commercial Paper 16.9% Asset-Backed Securities 2.0% Commercial Mortgage Securities 2.4% Corporate Obligations 10.4% Investment Companies 2.8% Preferred Stocks 4.9% Convertible Securities 3.3% Collateralized Mortgage Obligations 3.0% Percentages are of the net assets of the Fund and may not equal 100%. *Does not include futures and short-term investments purchased with cash collateral from securities loaned. Investment Overview 13

18 DISTRIBUTIONS TO SHAREHOLDERS The following federal tax information related to the Fund s fiscal year ended December 31, 2017, is provided for information purposes only and should not be used for reporting to federal or state revenue agencies. Federal tax information for the calendar year will be reported to you on Form 1099-DIV in January With respect to distributions paid, the Fund designates the following amounts (or, if subsequently determined to be different, the maximum amount allowable) for the fiscal year ended December 31, 2017: Dividend Received Qualified Dividend Qualified Deduction (corporate Income (non-corporate Interest shareholders) (1) shareholders) (1) Income 14.39% 17.35% $2,958,000 (1) Presented as a percentage of net investment income and short-term capital gain distributions paid, if any. 14 USAA Flexible Income Fund

19 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of USAA Flexible Income Fund: Opinion on the Financial Statements We have audited the accompanying statement of assets and liabilities of USAA Flexible Income Fund (the Fund ) (one of the portfolios constituting the USAA Mutual Funds Trust (the Trust )), including the portfolio of investments, as of December 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from July 12, 2013 (commencement of operations) through December 31, 2013 and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of USAA Flexible Income Fund (one of the portfolios constituting the USAA Mutual Funds Trust) at December 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the four years in the period then ended and the period from July 12, 2013 (commencement of operations) through December 31, 2013, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Trust s management. Our responsibility is to express an opinion on the Fund s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the auditor of one or more USAA investment companies since San Antonio, Texas February 22, 2018 Report of Independent Registered Public Accounting Firm 15

20 PORTFOLIO OF INVESTMENTS December 31, 2017 Principal Market Amount Coupon Value (000) Security Rate Maturity (000) BONDS (55.7%) CORPORATE OBLIGATIONS (10.4%) Consumer Discretionary (3.4%) Department Stores (1.1%) $ 992 Neiman Marcus Group Ltd., LLC, LIBOR % (a) 4.64% 10/25/2020 $ 813 Specialty Stores (2.3%) 992 Academy Ltd., LIBOR + 4% (a) /01/ ,000 Guitar Center, Inc. (b),(c) /15/ ,715 Total Consumer Discretionary 2,528 Consumer Staples (1.3%) Food Retail (1.3%) 1,000 BI-LO, LLC & BI-LO Finance Corp. (b),(c) /15/ Energy (2.8%) Oil & Gas Drilling (0.6%) 3,648 Schahin II Finance Co. SPV Ltd. (b),(d) /25/ Oil & Gas Storage & Transportation (2.2%) 2,000 Southern Union Co., 3 mo. USD LIBOR % (c) 4.39 (e) 11/01/2066 1,687 Total Energy 2,125 Health Care (1.5%) Health Care Facilities (1.5%) 2,000 Community Health Systems, Inc. (f) /01/2022 1,160 Real Estate (1.4%) Real Estate Development (1.4%) 950 Crescent Communities, LLC & Crescent Ventures, Inc. (b),(c) /15/2021 1,012 Total Corporate Obligations (cost: $9,784) 7, USAA Flexible Income Fund

21 Principal Market Amount Coupon Value (000) Security Rate Maturity (000) CONVERTIBLE SECURITIES (3.3%) Materials (3.3%) Gold (3.3%) $ 1,880 Hycroft Mining Corp., acquired 10/21/ /29/2017; cost $1,750 (g),(h),(i),(j) (cost: $1,840) 15.00% (k) 10/22/2020 $ 2,482 ASSET-BACKED SECURITIES (2.0%) Financials (2.0%) Asset-Backed Financing (2.0%) 1,000 Avis Budget Rental Car Funding AESOP, LLC (b) /20/2020 1, SCF Equipment Trust, LLC (b) /20/ ,463 Total Financials 1,463 Total Asset-Backed Securities (cost: $1,460) 1,463 COLLATERALIZED MORTGAGE OBLIGATIONS (3.0%) Financials (3.0%) 326 Countrywide Alternative Loan Trust 5.28 (r) 3/25/ Sequoia Mortgage Trust, 1 mo. USD LIBOR % 2.40 (e) 9/20/ ,482 Structured Asset Mortgage Investments, Inc., 1 mo. USD LIBOR % 2.00 (e) 7/19/2035 1, Wells Fargo Mortgage Backed Securities Trust 3.00 (r) 4/25/ Total Financials 2,280 Total Collateralized Mortgage Obligations (cost: $2,373) 2,280 COMMERCIAL MORTGAGE SECURITIES (2.4%) Financials (2.4%) Commercial Mortgage-Backed Securities (0.8%) 1,000 Citigroup Commercial Mortgage Trust 6.19 (r) 12/10/ Interest-Only Commercial Mortgage-Backed Securities (1.6%) 16,463 GS Mortgage Securities Trust, acquired 1/02/2014; cost $670 (b),(g) 0.68 (r) 3/10/ ,376 JPMBB Commercial Mortgage Securities Trust, acquired 4/30/2014; cost $2,178 (g) 1.14 (r) 4/15/ ,184 Total Financials 1,822 Total Commercial Mortgage Securities (cost: $1,888) 1,822 Portfolio of Investments 17

22 Principal Market Amount Value (000) Security (000) U.S. TREASURY SECURITIES (34.6%) (l) Bonds (34.6%) $ 3, %, 11/15/2045 (c) $ 3,151 2, %, 5/15/2045 (c),(m) 2,101 10, %, 5/15/2047 (STRIPS Principal) (n) 4,438 2, %, 5/15/2045 (STRIPS Principal) (n) , %, 8/15/2044 (STRIPS Principal) (n) 15,370 25,999 Total U.S. Treasury Securities (cost: $24,018) 25,999 Total Bonds (cost: $41,363) 41,829 Number of Shares EQUITY SECURITIES (26.0%) COMMON STOCKS (18.3%) Energy (3.6%) Integrated Oil & Gas (1.8%) 300,000 Gazprom PAO ADR 1,323 Oil & Gas Storage & Transportation (1.8%) 100,000 Enbridge Energy Partners, LP 1,381 Total Energy 2,704 Financials (1.2%) Asset Management & Custody Banks (1.2%) 130,000 Prospect Capital Corp. (f) 876 Materials (13.5%) Diversified Metals & Mining (2.8%) 1,203,600 Northern Dynasty Minerals* (f) 2,130 Gold (9.3%) 174,500 Alamos Gold, Inc. A 1,136 88,599 AuRico Metals, Inc.* ,000 Goldcorp, Inc. 1,277 49,180 Hycroft Mining Corp., acquired 5/30/2014-5/21/2015; cost $4,195* (g),(h),(j) 1 300,000 Kinross Gold Corp.* 1,296 42,000 Newmont Mining Corp. 1, ,000 Novagold Resources, Inc.* 1,572 6, USAA Flexible Income Fund

23 Market Number Value of Shares Security (000) Silver (1.4%) 47,000 Wheaton Precious Metals Corp. $ 1,040 Total Materials 10,154 Total Common Stocks (cost: $17,529) 13,734 PREFERRED STOCKS (4.9%) Consumer Staples (1.4%) Agricultural Products (1.4%) 10,000 Dairy Farmers of America, Inc., 7.88%, cumulative redeemable, perpetual (b) 1,050 Energy (2.3%) Oil & Gas Exploration & Production (2.3%) 3,000 Chesapeake Energy Corp., 5.75%, perpetual (b) 1,731 Telecommunication Services (1.2%) Alternative Carriers (1.2%) 40,000 Qwest Corp., 6.50% 906 Total Preferred Stocks (cost: $5,185) 3,687 INVESTMENT COMPANIES (2.8%) 134,502 Nuveen Enhanced AMT-Free Municipal Credit Opportunities Fund (cost: $1,953) 2,077 Total Equity Securities (cost: $24,667) 19,498 Principal Amount Coupon (000) Rate Maturity MONEY MARKET INSTRUMENTS (17.9%) COMMERCIAL PAPER (16.9%) Consumer Discretionary (2.9%) Automobile Manufacturers (1.0%) $ 750 Hyundai Capital America (b),(c),(o) 1.48% 1/09/ Automotive Retail (0.9%) 700 Autozone Inc. (b),(c),(o) /12/ Hotels, Resorts & Cruise Lines (1.0%) 750 Carnival Corp. (b),(c),(o) /11/ Total Consumer Discretionary 2,199 Portfolio of Investments 19

24 Principal Market Amount Coupon Value (000) Security Rate Maturity (000) Energy (2.9%) Oil & Gas Drilling (1.3%) $ 1,000 Nabors Industries, Inc. (b),(o) 2.00% 1/08/2018 $ 1,000 Oil & Gas Exploration & Production (0.7%) 500 Canadian Natural Resources (b),(c),(o) /10/ Oil & Gas Storage & Transportation (0.9%) 700 Energy Transfer Partners (b),(c),(o) /16/ Total Energy 2,199 Financials (1.7%) Asset-Backed Financing (1.7%) 750 LMA Americas, LLC (b),(c),(o) /24/ Barton Capital Corp. (b),(c),(o) /17/ ,249 Total Financials 1,249 Materials (2.8%) Diversified Chemicals (1.0%) 750 Ei Dupont (b),(c),(o) /03/ Fertilizers & Agricultural Chemicals (0.9%) 700 Agrium, Inc. (c),(o) /10/ Paper Packaging (0.9%) 650 Westrock Co. (b),(c),(o) /04/ Total Materials 2,100 Telecommunication Services (0.9%) Integrated Telecommunication Services (0.9%) 700 Bell Canada (b),(c),(o) /19/ Utilities (5.7%) Gas Utilities (1.0%) 700 Southern Co. Gas Capital (b),(o) /05/ Multi-Utilities (4.7%) 700 Ameren Corp. (c) /19/ Centerpoint Energy (b),(c) /23/ Public Service Co. of North Carolina (c) /09/ Public Service Enterprises Group (b),(c),(o) /24/ Puget Sound Energy, Inc /02/ ,547 Total Utilities 4,247 Total Commercial Paper (cost: $12,693) 12, USAA Flexible Income Fund

25 Market Number Value of Shares Security (000) GOVERNMENT & U.S. TREASURY MONEY MARKET FUNDS (1.0%) 713,893 State Street Institutional Treasury Money Market Fund Premier Class, 1.15% (p) $ 714 Total Money Market Instruments (cost: $13,407) 13,407 SHORT-TERM INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM SECURITIES LOANED (4.6%) GOVERNMENT & U.S. TREASURY MONEY MARKET FUNDS (4.6%) 36,850 Federated Government Obligations Fund Institutional Class, 1.15% (p) 37 2,527,295 Fidelity Government Portfolio Class I, 1.14% (p) 2, ,975 Goldman Sachs Financial Square Government Fund Institutional Class, 1.19% (p) ,265 Western Asset Institutional Government Reserves Institutional Class, 1.15% (p) 584 Total Short-Term Investments Purchased with Cash Collateral from Securities Loaned (cost: $3,474) 3,474 Total Investments (cost: $82,911) $78,208 Unrealized Notional Contract Appreciation/ Number of Expiration Amount Value (Depreciation) Contracts Date (000) (000) (000) FUTURES (q) SHORT FUTURES Equity Contracts (175) Russell 2000 Mini 3/16/2018 (13,337) USD $(13,444) $(107) Foreign Exchange Contracts (50) Japanese Yen Currency 3/19/2018 (5,536) USD (5,571) (35) Total Short Futures $(19,015) $(142) Total Futures $(19,015) $(142) Portfolio of Investments 21

26 ($ in 000s) VALUATION HIERARCHY Assets LEVEL 1 LEVEL 2 LEVEL 3 Total Bonds: Corporate Obligations $ $ 7,783 $ $ 7,783 Convertible Securities 2,482 2,482 Asset-Backed Securities 1,463 1,463 Collateralized Mortgage Obligations 2,280 2,280 Commercial Mortgage Securities 1,822 1,822 U.S. Treasury Securities 5,252 20,747 25,999 Equity Securities: Common Stocks 13, ,734 Preferred Stocks 3,687 3,687 Investment Companies 2,077 2,077 Money Market Instruments: Commercial Paper 12,693 12,693 Government & U.S. Treasury Money Market Funds Short-Term Investments Purchased with Cash Collateral from Securities Loaned: Government & U.S. Treasury Money Market Funds 3,474 3,474 Total $25,250 $50,475 $2,483 $78,208 Liabilities LEVEL 1 LEVEL 2 LEVEL 3 Total Futures (1) $ (142) $ $ $ (142) Total $ (142) $ $ $ (142) (1) Futures are valued at the unrealized appreciation/depreciation on the investment. Refer to the Portfolio of Investments for additional industry, country, or geographic region classifications. RECONCILIATION OF LEVEL 3 INVESTMENTS Convertible ($ in 000s) Securities Common Stocks Balance as of December 31, 2016 $2,556 $ 49 Purchases 257 Sales Transfers into Level 3 Transfers out of Level 3 Net realized gain (loss) on investments Change in net unrealized appreciation/(depreciation) of investments (331) (48) Balance as of December 31, 2017 $2,482 $ 1 22 USAA Flexible Income Fund

27 For the period of January 1, 2017, through December 31, 2017, there were no transfers of securities between levels. The Fund s policy is to recognize any transfers in and transfers out as of the beginning of the reporting period in which the event or circumstance that caused the transfer occurred. QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS** Fair Value at Significant December 31, 2017 Valuation Unobservable Range/ Assets ($ in 000 s) Technique(s) Input(s) Value Bonds: Convertible Securities $2,482 Market Average $58.78 Comparables Value Per Recoverable Ounce (a) Comparable 40% Discount Adjustment (b) (a) Represents amounts used when the reporting entity has determined that market participants would use such multiples when pricing the security. (b) Represents amounts used when the reporting entity has determined that market participants would take into account these discounts when pricing the security. **Quantitative Information table includes certain Level 3 securities using valuation models. Increases in the earnings before interest, taxes, depreciation, and amortization (EBITDA), revenue multiples, transaction prices, average value per recoverable ounce, or earnings per share will increase the value of the security while an increase in the discount for lack of marketability will decrease the value of the security. Portfolio of Investments 23

28 NOTES TO PORTFOLIO OF INVESTMENTS December 31, 2017 GENERAL NOTES Market values of securities are determined by procedures and practices discussed in Note 1A to the financial statements. The Portfolio of Investments category percentages shown represent the percentages of the investments to net assets, and, in total, may not equal 100%. A category percentage of 0.0% represents less than 0.1% of net assets. Investments in foreign securities were 16% of net assets at December 31, CATEGORIES AND DEFINITIONS Asset-backed and commercial mortgage-backed securities Asset-backed securities represent a participation in, or are secured by and payable from, a stream of payments generated by particular assets. Commercial mortgage-backed securities reflect an interest in, and are secured by, mortgage loans on commercial real property. These securities represent ownership in a pool of loans and are divided into pieces (tranches) with varying maturities. The stated final maturity of such securities represents the date the final principal payment will be made for the last outstanding loans in the pool. The weighted average life is the average time for principal to be repaid, which is calculated by assuming prepayment rates of the underlying loans. The weighted average life is likely to be substantially shorter than the stated final maturity as a result of scheduled principal payments and unscheduled principal prepayments. Stated interest rates on commercial mortgage-backed securities may change slightly over time as underlying mortgages pay down. 24 USAA Flexible Income Fund

29 Collateralized mortgage obligations (CMOs) Collateralized mortgage obligations are debt obligations of a legal entity that are fully collateralized by a portfolio of mortgages or mortgage-related securities. CMOs are issued in multiple classes (tranches), with specific adjustable or fixed interest rates, varying maturities, and must be fully retired no later than its final distribution date. The cash flow from the underlying mortgages is used to pay off each tranche separately. CMOs are designed to provide investors with more predictable cash flows than regular mortgage securities, but such cash flows can be difficult to predict because of the effect of prepayments. Interest-only commercial mortgage-backed securities (CMBS IOs) Represent the right to receive only the interest payments on an underlying pool of commercial mortgage loans. The purchase yield reflects an anticipated yield based upon interest rates at the time of purchase and the estimated timing and amount of future cash flows. Coupon rates after purchase vary from period to period. The principal amount represents the notional amount of the underlying pool on which current interest is calculated. CMBS IOs are backed by loans that have various forms of prepayment protection, which include lock-out provisions, yield maintenance provisions, and prepayment penalties. This serves to moderate their prepayment risk. CMBS IOs are subject to default-related prepayments that may have a negative impact on yield. PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS ADR American depositary receipts are receipts issued by a U.S. bank evidencing ownership of foreign shares. Dividends are paid in U.S. dollars. LIBOR London Interbank Offered Rate STRIPS Separate trading of registered interest and principal of securities USD U.S. Dollar SPECIFIC NOTES (a) Senior loan (loan) - is not registered under the Securities Act of The loan contains certain restrictions on resale and cannot be Notes to Portfolio of Investments 25

30 sold publicly. The stated interest rate represents the weighted average interest rate of all contracts within the loan facility. The interest rate is adjusted periodically, and the rate disclosed represents the current rate at December 31, The weighted average life of the loan is likely to be shorter than the stated final maturity date due to mandatory or optional prepayments. The loan is deemed liquid by USAA Asset Management Company (the Manager), under liquidity guidelines approved by USAA Mutual Funds Trust s Board of Trustees (the Board), unless otherwise noted as illiquid. (b) Restricted security that is not registered under the Securities Act of A resale of this security in the United States may occur in an exempt transaction to a qualified institutional buyer as defined by Rule 144A, and as such has been deemed liquid by the Manager under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (c) The security, or a portion thereof, is segregated to cover the value of open futures contracts at December 31, (d) At December 31, 2017, the issuer was in default with respect to interest and/or principal payments. (e) Variable-rate interest rate is adjusted periodically. The interest rate disclosed represents the rate at December 31, (f) The security, or a portion thereof, was out on loan as of December 31, (g) Security deemed illiquid by the Manager, under liquidity guidelines approved by the Board. The aggregate market value of these securities at December 31, 2017, was $3,667,000, which represented 4.8% of the Fund s net assets. (h) Security was fair valued at December 31, 2017, by the Manager in accordance with valuation procedures approved by the Board. The total value of all such securities was $2,483,000, which represented 3.3% of the Fund s net assets. 26 USAA Flexible Income Fund

31 (i) Pay-in-kind (PIK) - security in which the issuer has or will have the option to make all or a portion of the interest or dividend payments in additional securities in lieu of cash. (j) Security was fair valued at Level 3. (k) All of the coupon is PIK. (l) Rates for U.S. Treasury notes or bonds represent the stated coupon payment rate at time of issuance. (m) Securities with a value of $2,101,000 are segregated as collateral for initial margin requirements on open futures contracts. (n) Zero-coupon security. Rate represents the effective yield at the date of purchase. (o) Commercial paper issued in reliance on the private placement exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (Section 4(a)(2) Commercial Paper). Unless this commercial paper is subsequently registered, a resale of this commercial paper in the United States must be effected in a transaction exempt from registration under the Securities Act of Section 4(a)(2) Commercial Paper is normally resold to other investors through or with the assistance of the issuer or an investment dealer who makes a market in this security, and as such has been deemed liquid by the Manager under liquidity guidelines approved by the Board, unless otherwise noted as illiquid. (p) Rate represents the money market fund annualized seven-day yield at December 31, (q) The contract value of futures sold as a percentage of Net Assets is 25.3% (r) Stated interest rates may change slightly over time as underlying mortgages paydown. * Non-income-producing security. See accompanying notes to financial statements. Notes to Portfolio of Investments 27

32 STATEMENT OF ASSETS AND LIABILITIES (IN THOUSANDS) December 31, 2017 ASSETS Investments in securities, at market value (including securities on loan of $3,128) (cost of $82,911) $ 78,208 Cash 268 Receivables: Capital shares sold 48 USAA Asset Management Company (Note 7C) 104 Dividends and interest 228 Securities sold 2 Other 32 Total assets 78,890 LIABILITIES Payables: Upon return of securities loaned 3,474 Capital shares redeemed 72 Variation margin on futures contracts 141 Accrued management fees 32 Accrued transfer agent s fees 4 Other accrued expenses and payables 101 Total liabilities 3,824 Net assets applicable to capital shares outstanding $ 75,066 NET ASSETS CONSIST OF: Paid-in capital $ 91,780 Overdistribution of net investment income (193) Accumulated net realized loss on investments and futures transactions (11,676) Net unrealized depreciation of investments and futures contracts (4,845) Net assets applicable to capital shares outstanding $ 75,066 Net asset value, redemption price, and offering price per share: Fund Shares (net assets of $42,954/4,657 capital shares outstanding, no par value) $ 9.22 Institutional Shares (net assets of $27,369/2,960 capital shares outstanding, no par value) $ 9.25 Adviser Shares (net assets of $4,743/514 capital shares outstanding, no par value) $ 9.22 See accompanying notes to financial statements. 28 USAA Flexible Income Fund