UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from  __________ to  _________
Commission file number: 33-92990; 333-216849
TIAA REAL ESTATE ACCOUNT
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
NOT APPLICABLE
(I.R.S. Employer Identification No.)
C/O TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
730 THIRD AVENUE
NEW YORK, NEW YORK 10017-3206
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 490-9000
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o  NO ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act:
YES o  NO ý
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 ý  NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or regulation S-K 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: Not Applicable
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ý  NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or "emerging growth 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)
 
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
YES o  NO o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o  NO ý
Aggregate market value of voting stock held by non-affiliates: Not Applicable
Documents Incorporated by Reference: None



TABLE OF CONTENTS
 
Item
 
Page
 
 
 
 
 
 
 
 
 
Market for the Registrant's Securities, Related Stockholder Matters, and Issuer Purchases of Equity Securities
 
 
Management's Discussion and Analysis of the Account's Financial Condition and Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Form 10-K Summary


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PART I
ITEM 1. BUSINESS.
General . The TIAA Real Estate Account (the “Real Estate Account”, the “Account” or the “Registrant”) was established on February 22, 1995, as an insurance company separate account of Teachers Insurance and Annuity Association of America (“TIAA”), a New York insurance company, by resolution of TIAA’s Board of Trustees (the “Board”). The Account, which invests mainly in real estate and real estate-related investments, is a variable annuity investment option offered through individual, group and tax-deferred annuity contracts available to employees in the academic, medical, cultural and research fields. The Account commenced operations on July 3, 1995, and interests in the Account were first offered to eligible participants on October 2, 1995.
The Account offers individual and group accumulating annuity contracts (with contributions made on a pre-tax or after-tax basis), as well as individual lifetime and term-certain variable payout annuity contracts (including the payment of death benefits to beneficiaries). Investors are entitled to transfer funds to or from the Account under certain circumstances. Funds invested in the Account for each category of contract are expressed in terms of units, and unit values will fluctuate depending on the Account’s performance.
The Account is regulated by the New York Department of Financial Services (“NYDFS”), and the insurance departments of certain other jurisdictions in which the annuity contracts are offered. Although TIAA owns the assets of the Real Estate Account and the Account’s obligations are obligations of TIAA, the Account’s income, investment gains and investment losses are credited to or charged against the assets of the Account without regard to TIAA’s other income, gains, or losses. Under New York insurance law, the Account cannot be charged with liabilities incurred by any other TIAA business activities or any other TIAA separate account.
The Real Estate Account is designed as an option for retirement and tax-deferred savings plans for employees of non-profit and governmental institutions. TIAA currently offers the Real Estate Account under the following annuity contracts:
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RAs and GRAs (Retirement Annuities and Group Retirement Annuities)
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SRAs (Supplemental Retirement Annuities)
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GSRAs (Group Supplemental Retirement Annuities)
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Retirement Choice and Retirement Choice Plus Annuities
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GAs (Group Annuities) and Institutionally Owned GSRAs
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Traditional and Roth IRAs (Individual Retirement Annuities) including SEP IRAs (Simplified Employee Pension Plans)
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Keoghs
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ATRAs (After-Tax Retirement Annuities)
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Real Estate Account Accumulation Contract
Note that state regulatory approval may be pending for certain of these contracts and these contracts may not currently be available in every state. TIAA may also offer the Real Estate Account as an investment option under additional contracts, both at the individual and plan sponsor level, in the future.
Investment Objective . The Real Estate Account seeks to generate favorable total returns primarily through the rental income and appreciation of a diversified portfolio of directly held, private real estate investments and real estate-related investments, while offering investors guaranteed, daily liquidity.

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Investment Strategy
Real Estate-Related Investments. The Account intends to have between 75% and 85% of its net assets invested directly in real estate or real estate-related investments with the goal of producing favorable long-term returns primarily through rental income and appreciation. These investments may consist of:
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Direct ownership interests in real estate;
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Direct ownership of real estate through interests in joint ventures;
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Indirect interests in real estate through real estate-related securities, such as:
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public and/or privately placed registered and unregistered equity investments in real estate investment trusts (“REITs”), which investments may consist of registered or unregistered common or preferred stock interests;
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real estate limited partnerships and limited liability companies;
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investments in equity or debt securities of companies whose operations involve real estate (i.e., that primarily own or manage real estate) which may not be REITs; and
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conventional commercial mortgage loans, participating mortgage loans, secured domestic and foreign (including U.K.) mezzanine loans, subordinated loans and collateralized mortgage obligations, including commercial mortgage-backed securities (“CMBS”) and other similar investments.
The Account’s principal strategy is to purchase direct ownership interests in income-producing real estate, primarily office, industrial, retail and multi-family properties. The Account is targeted to hold between 65% and 80% of the Account’s net assets in such direct ownership interests.
In addition, while the Account is authorized to hold up to 25% of its net assets in liquid real estate-related securities, such as publicly traded REITs and CMBS, management intends that the Account will not hold more than 10% of its net assets in such securities on a long-term basis. Traditionally, less than 10% of the Account’s net assets have comprised interests in these securities; although, the Account has held approximately 10% of its net assets in equity REIT securities at times. In addition, under the Account’s current investment guidelines, the Account is authorized to hold up to 10% of its net assets in CMBS. As of December 31, 2017 , REIT securities comprised approximately 5.0% of the Account’s net assets, and the Account held no CMBS as of such date.
Non-Real Estate-Related Investments . The Account will invest the remaining portion of its assets (targeted to be between 15% and 25% of its net assets) in publicly traded, liquid investments; namely:
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Short-term government related instruments, including U.S. Treasury bills;
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Long-term government related instruments, such as securities issued by U.S. government agencies or U.S. government-sponsored entities;
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Short-term non-government related instruments, such as money market instruments and commercial paper;
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Long-term non-government related instruments, such as corporate debt securities; and
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Stock of companies that do not primarily own or manage real estate.
However, from time to time, the Account’s non-real estate-related liquid investments may comprise less than 15% (and possibly less than 10%) of its assets (on a net basis and/or a gross basis), especially during and immediately following periods of significant net participant outflows. In addition, the Account, from time to time and on a temporary basis, may hold in excess of 25% of its net assets in non-real estate-related liquid investments, particularly during times of significant inflows into the Account and/or a lack of attractive real estate-related investments available in the market.
Liquid Securities Generally . Primarily due to management’s need to manage fluctuations in cash flows, in particular during and immediately following periods of significant participant net transfer activity into or out of the Account, the Account may, on a temporary basis (i) exceed the upper end of its targeted holdings (currently 35% of the Account’s net assets) in liquid securities of all types, including both publicly traded non-real estate-related liquid investments and liquid real estate-related securities, such as REITs and CMBS, or (ii) be below the low end of its targeted holdings in such liquid securities (currently 15% of the Account’s net assets).

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The portion of the Account’s net assets invested in liquid investments of all types may exceed the upper end of its target, for example, if (i) the Account receives a large inflow of money in a short period of time, in particular due to significant participant transfer activity into the Account, (ii) the Account receives significant proceeds from sales or financings of direct real estate assets, (iii) there is a lack of attractive direct real estate investments available on the market, and/or (iv) the Account anticipates more near-term cash needs, including to apply to acquire direct real estate investments, pay expenses or repay indebtedness.
Foreign Investments . The Account from time to time will also make foreign real estate and real estate-related investments. Under the Account’s investment guidelines, investments in direct foreign real estate and real estate loans, together with foreign real estate-related securities and foreign non-real estate-related liquid investments may not comprise more than 25% of the Account’s net assets. As of December 31, 2017 , the Account did not hold any foreign real estate investments.
Investments Summary . At December 31, 2017 , the Account’s net assets totaled $ 24.9 billion . As of that date, the Account’s investments in real estate properties, real estate joint ventures, limited partnerships, loans receivable and real estate-related marketable securities, net of the fair value of mortgage loans payable on real estate, represented 84.4% of the Account’s net assets.
At December 31, 2017 , the Account held a total of 138 real estate investments (including its interests in 28  real estate-related joint ventures), representing 79.5% of the Account’s total investments, measured on a gross asset value basis. As of that date, the Account also held investments in government agency notes representing 10.6% of total investments, REIT equity securities representing 4.6% of total investments, U.S. Treasury securities representing 3.7% of total investments, loans receivable representing 1.1% of total investments and real estate limited partnerships representing 0.5% of total investments. See the Account’s audited Consolidated Financial Statements for more information as to the Account’s investments as of December 31, 2017 .
Borrowing . The Account is authorized to borrow money and assume or obtain a mortgage on a property (i.e., make leveraged real estate investments). Under the Account’s current investment guidelines, management intends to maintain the Account’s loan-to-value ratio (as defined below) at or below 30% (measured at the time of incurrence and after giving effect thereto). Forms of borrowing may include:
•
placing new debt on properties;
•
refinancing outstanding debt;
•
assuming debt on the Account’s properties;
•
extending the maturity date of outstanding debt; or
•
an unsecured line of credit or credit facility.
The Account’s loan-to-value ratio at any time is based on the ratio of the outstanding principal amount of the Account’s debt to the Account’s total gross asset value. The Account’s total gross asset value, for these purposes, is equal to the total fair value of the Account’s assets (including the fair value of the Account’s interest in joint ventures), with no reduction associated with any indebtedness on such assets. In calculating outstanding indebtedness, we include only the Account’s actual percentage interest in any borrowings on a joint venture investment and not that of any joint venture partner. Also, at the time the Account (or a joint venture in which the Account is a partner) enters into a revolving or other line of credit, management includes only amounts outstanding when calculating outstanding indebtedness.
As of December 31, 2017 , the aggregate principal amount of the Account’s outstanding debt (including the Account’s share of debt on its joint venture investments) was $4.6 billion and the Account’s loan-to-value ratio was 15.5% .
In times of high net inflow activity, in particular during times of high net participant transfer inflows, management may determine to apply a portion of such cash flows to make prepayments of indebtedness prior to scheduled maturity, which would have the effect of reducing the Account’s loan-to-value ratio. Such prepayments may require the Account to pay fees or ‘yield maintenance’ amounts to lenders.
In addition, the Account may obtain a line of credit to meet short-term cash needs, if needed. Management expects the proceeds from any such short-term borrowing would be used to meet the cash flow needs of the Account’s properties and real estate-related investments.

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The Account may only borrow up to 70% of the then-current value of a property, although construction loans may be for 100% of costs incurred in developing the property. Except for construction loans, any mortgage loans on a property will be non-recourse to the Account, meaning that if there is a default on a loan in respect to a specific property, the lender will have recourse to (i.e., be able to foreclose on) only the property encumbered (or the joint venture owning the property), or to other specific Account properties that may have been pledged as security for the defaulted loan, but not to any other assets of the Account. When possible, the Account will seek to have loans mature at varying times to limit the risks of borrowing.
Risk Factors . The Account’s assets and income can be affected by a variety of risk factors. These risks are more fully described under Item 1A of this report.
Personnel and Management . The Account has no officers, directors or employees. TIAA employees, under the direction and control of the Board, manage the investment of the Account’s assets, following investment management procedures TIAA has adopted for the Account. References to “Management” herein refer to the employees and officers of TIAA responsible for management of the Account. In addition, TIAA performs administration functions for the Account (which includes receiving and allocating premiums, calculating and making annuity payments and providing recordkeeping and other services). Distribution services for the Account (which include, without limitation, distribution of the annuity contracts, advising existing annuity contract owners in connection with their accumulations and helping employers implement and manage retirement plans) are performed by TIAA-CREF Individual & Institutional Services, LLC (“Services”), a wholly-owned subsidiary of TIAA and registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”). TIAA and Services provide investment advisory, administration, and distribution services, as applicable, to the Account on an “at-cost” basis.
Contracts . TIAA offers the Account as a variable option for the annuity contracts listed earlier in this Item 1, although some employer plans may not offer the Account as an option for certain contracts. Each payment to the Account buys a number of accumulation units. Similarly, any transfer or withdrawal from the Account results in the redemption of a number of accumulation units. The price paid for an accumulation unit, and the price received for an accumulation unit when redeemed, is the accumulation unit value (“AUV”) calculated for the business day on which the participant’s purchase, redemption or transfer request is received in good order (unless a participant asks for a later date for a redemption or transfer).
Subject to the terms of the contracts and a participant’s employer’s plan, a participant can move money to and from the Account in the following ways, among others:
•
from the Account to a College Retirement Equities Fund ("CREF") investment account, a TIAA Access variable account (if available), TIAA’s Traditional Annuity or a mutual fund (including TIAA-CREF affiliated mutual funds) or other options available under the plan;
•
to the Account from a CREF investment account, a TIAA Access variable account (if available), TIAA’s Traditional Annuity (transfers from TIAA’s Traditional Annuity under RA, GRA or Retirement Choice contracts are subject to restrictions), a TIAA-CREF affiliated mutual fund or from other companies/ plans;
•
by withdrawing cash; and/or
•
by setting up a program of automatic withdrawals or transfers.
Importantly, transfers out of the Account to a TIAA or CREF account or into another investment option can be executed on any business day, but are limited to once per calendar quarter, although some plans may allow systematic transfers that result in more than one transfer per calendar quarter. TIAA reserves the right to stop accepting transfers into the Account at any time. Other limited exceptions may apply. Also, transfers to CREF accounts or to certain other options may be restricted by an employer’s plan, current tax law or by the terms of a participant’s contract. In addition, with most contracts, individual participants are subject to certain limitations on making internal transfers into their Account accumulation if, after giving effect to such transfer, the total value of such participant’s Account accumulation (under all contracts issued to such participant) would exceed $150,000. Categories of transactions that TIAA deems “internal funding vehicle transfers” for purposes of this limitation are described in the applicable contract or endorsement form in the Account’s prospectus. The effective date of the limitation as applies to an individual participant will be reflected on his or her applicable contract or endorsement form.

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Appraisals and Valuations . With respect to the Account’s real property investments or associated interest in the underlying property held by a joint venture investment (collectively "real properties"), following the initial purchase of a property or the making of a mortgage loan on a property by the Account (at which time the Account normally receives an independent appraisal on such property), each of the Account’s real properties are appraised, and mortgage loans are valued, at least once every calendar quarter or sooner as circumstances arise. Each of the Account’s real estate properties are appraised each quarter by an independent third-party state-certified (or its foreign equivalent) appraiser (which we refer to in this report as an “independent appraiser”) who is a member of a professional appraisal organization. In addition, TIAA’s internal appraisal staff performs a review of each of these quarterly appraisals, in conjunction with the Account’s independent fiduciary, and TIAA’s internal appraisal staff or the independent fiduciary may request an additional appraisal or valuation outside of this quarterly cycle. Any differences in the conclusions of TIAA’s internal appraisal staff and the independent appraiser will be reviewed by the independent fiduciary, which will make a final determination on the matter (which may include ordering a subsequent independent appraisal).
In general, the Account records appraisals of its real estate properties spread out throughout the quarter, which is intended to result in appraisal adjustments and thus adjustments to the valuations of its holdings (to the extent adjustments are made) happen regularly throughout each quarter and not on one specific day in each period. In addition, an estimated daily equivalent of net operating income is taken into consideration and is adjusted for actual transactional activity. The remaining assets in the Account are primarily marketable securities that are priced on a daily basis. See “Management’s Discussion and Analysis of the Account’s Financial Condition and Results of Operations—Critical Accounting Policies” in this Form 10-K for more information on how each class of the Account’s investments are valued.
Liquidity Guarantee . The TIAA General Account provides the Account with a liquidity guarantee enabling the Account to have funds available to meet participant redemption, transfer or cash withdrawal requests. The Account pays TIAA for the risk associated with providing the liquidity guarantee through a daily deduction from the Account’s net assets. If the Account cannot fund participant requests from the Account’s own cash flow and liquid investments, the TIAA General Account will fund them by purchasing accumulation units issued by the Account (accumulation units that are purchased by TIAA are generally referred to as “liquidity units”). This liquidity guarantee is required by the NYDFS. TIAA guarantees that participants can redeem their accumulation units at the accumulation unit value next determined after their transfer or cash withdrawal request is received in good order. Liquidity units owned by TIAA are valued in the same manner as accumulation units owned by the Account’s participants.
This liquidity guarantee is not a guarantee of the investment performance of the Account or a guarantee of the value of a participant’s units. Primarily as a result of significant net participant transfers in the second half of 2008 and the first half of 2009, pursuant to this liquidity guarantee obligation, the TIAA General Account purchased an aggregate of $1.2 billion of liquidity units issued by the Account between December 2008 and June 2009. Since July 1, 2009, and through the date of filing this Annual Report on Form 10-K, no further liquidity units have been purchased.
Redemption of Liquidity Units . The independent fiduciary is vested with oversight and approval over any redemption of TIAA’s liquidity units, acting in the best interests of Real Estate Account participants.
As of March 31, 2013, the independent fiduciary completed the systematic redemption of all of the liquidity units held by the TIAA General Account. Approximately one-quarter of such units were redeemed evenly over the business days in each of the months of June, September and December 2012, and March 2013, representing a total of $940.3 million and $325.4 million redeemed during 2012 and 2013, respectively.
To the extent liquidity units are held by the TIAA General Account, the independent fiduciary reserves the right to authorize or direct the redemption of all or a portion of liquidity units at any time. Upon termination and liquidation of the Account (wind-up), any liquidity units held by TIAA will be the last units redeemed, unless the independent fiduciary directs otherwise.
Independent Fiduciary . Because TIAA’s ability to purchase and sell liquidity units raises certain technical issues under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), TIAA applied for and received a prohibited transaction exemption from the U.S. Department of Labor in 1996 (PTE 96-76). In connection with the exemption, TIAA has appointed an independent fiduciary for the Account, with overall responsibility for reviewing the Account’s transactions to determine whether they are in accordance with the Account’s investment guidelines.

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RERC, LLC, a real estate consulting firm whose principal offices are located in West Des Moines, IA (“RERC”), was appointed as independent fiduciary effective March 1, 2006 and currently serves as the Account’s independent fiduciary, pursuant to an amended and restated letter agreement effective March 1, 2018, whose term expires on February 28, 2021. The independent fiduciary’s responsibilities include:
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reviewing and approving the Account’s investment guidelines and monitoring whether the Account’s investments comply with those guidelines;
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reviewing and approving valuation procedures for the Account’s properties;
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approving adjustments to any property valuations that change the value of the property or the Account as a whole above or below certain prescribed levels, or that are made within three months of the annual independent appraisal;
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reviewing and approving how the Account values accumulation and annuity units;
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approving the appointment of all independent appraisers;
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reviewing the purchase and sale of units by TIAA to ensure that the Account uses the correct unit values; and
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requiring appraisals besides those normally conducted, if the independent fiduciary believes that any of the properties have changed materially, or that an additional appraisal is necessary to ensure the Account has correctly valued a property.
In addition, the independent fiduciary has certain responsibilities with respect to the Account that it had historically undertaken or is currently undertaking with respect to TIAA’s purchase and ownership of liquidity units, including among other things, reviewing the purchases and redemption of liquidity units by TIAA to ensure the Account uses the correct unit values. In connection therewith, as set forth in PTE 96-76, the independent fiduciary’s responsibilities include:
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establishing the percentage of total accumulation units that TIAA’s ownership should not exceed (the “trigger point”) and creating a method for changing the trigger point;
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approving any adjustment of TIAA’s ownership interest in the Account and, in its discretion, requiring an adjustment if TIAA’s ownership of liquidity units reaches the trigger point; and
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once the trigger point has been reached, participating in any program to reduce TIAA’s ownership in the Account by utilizing cash flow or liquid investments in the Account, or by utilizing the proceeds from asset sales. If the independent fiduciary were to determine that TIAA’s ownership should be reduced following the trigger point, its role in participating in any asset sales program would include (i) participating in the selection of properties for sale, (ii) providing sales guidelines, and (iii) approving those sales if, in the independent fiduciary’s opinion, such sales are desirable to reduce TIAA’s ownership of liquidity units.
Available Information . The Account’s annual report on Form 10-K, quarterly reports on Form 10-Q, and any amendments to those reports, filed by the Account with the Securities and Exchange Commission on or after the date hereof, can be accessed free of charge at www.tiaa.org. Information contained on this website is expressly not incorporated by reference into this Annual Report on Form 10-K.


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ITEM 1A. RISK FACTORS.
The value of your investment in the Account will fluctuate based on the value of the Account’s assets, the income the assets generate and the Account’s expenses. Participants can lose money by investing in the Account. There is risk associated with an investor attempting to “time” an investment in the Account’s units, or effecting a redemption of an investor’s units. The Account’s assets and income can be affected by many factors, and you should consider the specific risks presented below before investing in the Account. In particular, for a discussion of how forward-looking statements contained in this annual report on Form 10-K are subject to uncertainties that are difficult to predict, which may be beyond management’s control and which could cause actual results to differ materially from historical experience or management’s present expectations, please refer to the subsection entitled “Forward-Looking Statements ,” which is contained in the section entitled “Management’s Discussion and Analysis of the Account’s Financial Condition and Results of Operations.”
RISKS ASSOCIATED WITH REAL ESTATE INVESTING
General Risks of Acquiring and Owning Real Property . As referenced elsewhere in this report, the substantial majority of the Account’s net assets consist of direct ownership interests in real estate. As such, the Account is particularly subject to the risks inherent in acquiring and owning real property, including in particular the following:
•
Adverse Global and Domestic Economic Conditions. The economic conditions in the markets where the Account’s properties are located may be adversely impacted by factors which include:
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adverse domestic or global economic conditions, particularly in the event of a deep recession which results in significant employment losses across many sectors of the economy and reduced levels of consumer spending;
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a weak market for real estate generally and/or in specific locations where the Account may own property;
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business closings, industry or sector slowdowns, employment losses and related factors;
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the availability of financing (both for the Account and potential purchasers of the Account’s properties);
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an oversupply of, or a reduced demand for, certain types of real estate properties;
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natural disasters, flooding and other significant and severe weather-related events;
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terrorist attacks and/or other man-made events; and
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decline in population or shifting demographics.
The incidence of some or all of these factors could reduce occupancy, rental rates and the fair value of the Account’s real properties or interests in investment vehicles (such as limited partnerships) which directly hold real properties.
Concentration Risk. The Account may experience periods in which its investments are geographically concentrated, either regionally or in certain markets with similar demographics. Further, while the Account seeks diversification across its four primary property types: office, industrial, retail and multi-family properties, the Account may experience periods where it has concentration in one property type, increasing the potential exposure if there were to be an oversupply of, or a reduced demand for, certain types of real estate properties in the markets in which the Account operates.
Also, the Account may experience periods in which its tenant base is concentrated within a particular industry sector. For example, the Account owns and operates a number of industrial properties, which typically feature larger tenant concentration. The insolvency and/or closing of a single tenant in one of our industrial properties may significantly impair the income generated by an industrial property, and may also depress the value of such property.
In addition, the Account owns and operates a number of properties in the Washington, D.C. metropolitan area and a prolonged period of significantly diminished federal expenditures could have an adverse impact on demand for office space by the U.S. government and the sectors and industries dependent upon the U.S. government in such region or other regions where the government or such related businesses are large lessees.
If any or all of these events occur, the Account’s income and performance may be adversely impacted disproportionately by deteriorating economic conditions in those areas or industry sectors in which the Account’s investments are concentrated. Also, the Account could experience a more rapid negative change in the value of its real estate investments than would be the case if its real estate investments were more diversified.

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Leasing Risk. A number of factors could cause the Account’s rental income, a key source of the Account’s revenue and investment return, to decline, which would adversely impact the Account’s results and investment returns. These factors include the following:
•
A property may be unable to attract new tenants or retain existing tenants. This situation could be exacerbated if a concentration of lease expirations occurred during any one time period or multiple tenants exercise early termination at the same time.
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The financial condition of our tenants may be adversely impacted, particularly in a prolonged economic downturn. The Account could lose revenue if tenants do not pay rent when contractually obligated, request some form of rent relief and/or default under a lease at one of the Account’s properties. Such a default could occur if a tenant declared bankruptcy, suffered from a lack of liquidity, failed to continue to operate its business or for other reasons. In the event of any such default, we may experience a delay in, or an inability to effect, the enforcement of our rights against that tenant, particularly if that tenant filed for bankruptcy protection. Further, any disputes with tenants could involve costly and time consuming litigation.
•
In the event a tenant vacates its space at one of the Account’s properties, whether as a result of a default, the expiration of the lease term, rejection of the lease in bankruptcy or otherwise, given current market conditions, we may not be able to re-lease the vacant space either (i) for as much as the rent payable under the previous lease or (ii) at all. Also, we may not be able to re-lease such space without incurring substantial expenditures for tenant improvements and other lease-up related costs, while still being obligated for any mortgage payments, real estate taxes and other expenditures related to the property.
•
In some instances, our properties may be specifically suited to and/or outfitted for the particular needs of a certain tenant based on the type of business the tenant operates. For example, many companies desire space with an open floor plan. We may have difficulty obtaining a new tenant for any vacant space in our properties, particularly if the floor plan limits the types of businesses that can use the space without major renovation, which may require us to incur substantial expense in re-planning the space. Also, upon expiration of a lease, the space preferences of our major tenants may no longer align with the space they previously rented, which could cause those tenants to not renew their lease, or may require us to expend significant sums to reconfigure the space to their needs.
•
The Account owns and operates retail properties, which, in addition to the risks listed above, are subject to specific risks, including the insolvency and/or closing of an anchor tenant. Many times, anchor tenants will be “big box” stores and other large retailers that can be particularly adversely impacted by a global recession, competition from online retailers and reduced consumer spending generally. Factors that can impact the level of consumer spending include increases in fuel and energy costs, residential and commercial real estate and mortgage conditions, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors. Under certain circumstances, co-tenancy clauses in tenants’ leases may allow certain tenants in a retail property to terminate their leases or reduce or withhold rental payments when overall occupancy at the property falls below certain minimum levels. The insolvency and/or closing of an anchor tenant may also cause such tenants to terminate their leases, or to fail to renew their leases at expiration.
Competition. The Account may face competition for real estate investments from multiple sources, including individuals, corporations, insurance companies or other insurance company separate accounts, as well as real estate limited partnerships, real estate investment funds, commercial developers, pension plans, other institutional and foreign investors and other entities engaged in real estate investment activities. Some of these competitors may have similar financial and other resources as the Account, and/ or they may have investment strategies and policies (including the ability to incur significantly more leverage than the Account) that allow them to compete more aggressively for real estate investment opportunities, which could result in the Account paying higher prices for investments, experiencing delays in acquiring investments or failing to consummate such purchases. Any resulting delays in the acquisition of investments, or the failure to consummate acquisitions the Account deems desirable, may increase the Account’s costs or otherwise adversely affect the Account’s investment results.
In addition, the Account’s properties may be located close to properties that are owned by other real estate investors and that compete with the Account for tenants. These competing properties may be better located, more suitable for tenants than our properties or have owners who may compete more aggressively for tenants, resulting in a competitive advantage for these other properties. We may also face similar competition from other properties that may be developed

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in the future. This competition may limit the Account’s ability to lease space, increase its costs of securing tenants, and limit our ability to maximize our rents and/or require the Account to make capital improvements it otherwise would not, in order to make its properties more attractive to prospective tenants.
Operating Costs. A property’s cash flow could decrease if operating costs, such as property taxes, utilities, litigation expenses associated with a property, maintenance and insurance costs that are not reimbursed by tenants, increase in relation to gross rental income, or if the property needs unanticipated repairs and renovations. In addition, the Account’s expenses of owning and operating a property are not necessarily reduced when the Account’s income from a property is reduced.
Condemnation. A governmental agency may condemn and convert for a public use ( i.e. , through eminent domain) all or a portion of a property owned by the Account. While the Account would receive compensation in connection with any such condemnation, such compensation may not be in an amount the Account believes represents equivalent value for the condemned property. Further, a partial condemnation could impair the ability of the Account to maximize the value of the property during its operation, including making it more difficult to find new tenants or retain existing tenants. Finally, a property which has been subject to a partial condemnation may be more difficult to sell at a price the Account believes is appropriate.
Terrorism and Acts of War and Violence. Terrorist attacks may harm our property investments. The Account can provide no assurance that there will not be further terrorist attacks against the United States or U.S. businesses or elsewhere in the world. These attacks or armed conflicts may directly or indirectly impact the value of the property we own or that secure our loans. Losses resulting from these types of events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States, worldwide financial markets, and the global economy. Such events could also result in economic uncertainty in the United States or abroad. Adverse economic conditions resulting from terrorist activities could reduce demand for space in the Account’s properties and thereby reduce the value of the Account’s properties and therefore your investment return.
Risk of Limited Warranty. Purchasing a property “as is” or with limited warranties, which limit the Account’s recourse if due diligence fails to identify all material risks, can negatively impact the Account by reducing the value of such properties and increasing the Account’s cost to hold or sell properties.

General Risks of Selling Real Estate Investments . Among the risks of selling real estate investments are:
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The sale price of an Account property might differ, perhaps significantly, from its estimated or appraised value, leading to losses or reduced profits to the Account.
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The Account might not be able to sell a property at a particular time for a price which management believes represents its fair or full value. This illiquidity may result from the cyclical nature of real estate, general economic conditions impacting the location of the property, disruption in the credit markets or the availability of financing on favorable terms or at all, and the supply of and demand for available tenant space, among other reasons. This might make it difficult to raise cash quickly which could impair the Account’s liquidity position (particularly during any period of sustained significant net participant outflows) and also could lead to Account losses. Further, the liquidity guarantee does not serve as a working capital facility or credit line to enhance the Account’s liquidity levels generally, as its purpose is tied to participants having the ability to redeem their accumulation units upon demand (thus, alleviating the Account’s need to dispose of properties solely to increase liquidity levels in what management deems a suboptimal sales environment).
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The Account may need to provide financing to a purchaser if no cash buyers are available, or if buyers are unable to receive financing on terms enabling them to consummate the purchase. Such seller financing introduces a risk that the counterparty may not perform its obligations to repay the amounts borrowed from the Account to complete the purchase.
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For any particular property, the Account may be required to make expenditures for improvements to, or to correct defects in, the property before the Account is able to market and/or sell the property.
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Interests in real estate limited partnerships tend to be, in particular, illiquid and the Account may be unable to dispose of such investments at opportune times.

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•
Seller Indemnities. When the Account sells property, it is often required to provide some amount of indemnity for loss to the buyer. While the Account takes steps to try to mitigate the impact of the indemnities, such indemnities could negatively impact the sale price or result in claims by the buyer for indemnity in the future, which could increase the Account’s expenses and thereby reduce the return on investment.
Valuation and Appraisal Risks . Investments in the Account’s assets are stated at fair value, which is defined as the price that would be received to sell the asset in an orderly transaction between market participants at the measurement date. Determination of fair value, particularly for real estate assets, involves significant judgment. Valuation of the Account’s real estate properties (which comprise a substantial majority of the Account’s net assets) are based on real estate appraisals, which are estimates of property values based on a professional’s opinion and may not be accurate predictors of the amount the Account would actually receive if it sold a property. Appraisals can be subjective in certain respects and rely on a variety of assumptions and conditions at that property or in the market in which the property is located, which may change materially after the appraisal is conducted. Among other things, market prices for comparable real estate may be volatile, in particular if there has been a lack of recent transaction activity in such market. Any future disruptions in the macroeconomy, real estate markets and the credit markets, such as those that occurred from 2008-2011, could lead to a significant decline in real estate transaction activity in most markets and sectors in which the Account is invested. The resulting lack of observable transaction data may make it more difficult for a property appraisal to determine the fair value of the Account’s investment in one or more real estate assets. In addition, a portion of the data used by appraisers is based on historical information at the time the appraisal is conducted, and subsequent changes to such data, after an appraiser has used such data in connection with the appraisal, may not be adequately captured in the appraised value. Also, to the extent that the Account uses a relatively small number of independent appraisers to value a significant portion of its properties, valuations may be subject to any institutional biases of such appraisers and their valuation procedures.
Further, as the Account generally obtains appraisals on a quarterly basis, there may be circumstances in the period between appraisals or interim valuation adjustments in which the true realizable value of a property is not reflected in the Account’s daily net asset value calculation or in the Account’s periodic Consolidated Financial Statements. This disparity may be more apparent when the commercial and/or residential real estate markets experience an overall and possibly dramatic decline (or increase) in property values in a relatively short period of time between appraisals.
If the appraised values of the Account’s properties as a whole are too high, those participants who purchased accumulation units prior to (i) a downward valuation adjustment of a property or multiple properties or (ii) a property or properties being sold for a lower price than the appraised value will be credited with less of an interest than if the value had previously been adjusted downward. Also, those participants who redeem during any such period will have received more than their pro rata share of the value of the Account’s assets, to the detriment of other non-redeeming participants. In particular, appraised property values may prove to be too high (as a whole) in a rapidly declining commercial real estate market. Further, implicit in the Account’s definition of fair value is a principal assumption that there will be a reasonable time to market a given property and that the property will be exchanged between a willing buyer and willing seller in a non-distressed scenario. However, an appraised value may not reflect the actual realizable value that would be obtained in a rush sale where time was of the essence. Also, appraised values may lag actual realizable values to the extent there is significant and rapid economic deterioration in a particular geographic market or a particular sector within a geographic market.
If the appraised values of the Account’s properties as a whole are too low, those participants who redeem prior to (i) an upward valuation adjustment of a property or multiple properties or (ii) a property or properties being sold for a higher price than the appraised value will have received less than their pro rata share of the value of the Account’s assets, and those participants who purchase units during any such period will be credited with more than their pro rata share of the value of the Account’s assets.
Finally, the Account recognizes items of income (such as net operating income from real estate investments, distributions from real estate limited partnerships or joint ventures, or dividends from REIT stocks) and expense in many cases on an intermittent basis, where the Account cannot predict with certainty the magnitude or the timing of such items. As such, even as the Account estimates items of net operating income on a daily basis, the AUV for the Account may fluctuate, perhaps significantly, from day to day, as a result of adjusting these estimates for the actual recognized item of income or expense.

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Investment Risk Associated with Participant Transactions . The amount the Account has available to invest in new properties and other real estate-related assets will depend, in large part, on the level of net participant transfers into or out of the Account as well as participant premiums into the Account. As noted elsewhere in this report, the Account intends to hold between 15% and 25% of its net assets in publicly traded liquid investments (other than real estate and real estate-related investments), consisting of publicly traded, liquid investments. These liquid assets are intended to be available to purchase real estate-related investments in accordance with the Account’s investment objective and strategy and are also available to meet participant redemption requests and the Account’s expense needs (including, from time to time, obligations on debt). Significant participant transaction activity into or out of the Account’s units is generally not predictable, and wide fluctuations can occur as a result of macroeconomic or geopolitical conditions, the performance of equities or fixed income securities or general investor sentiment, regardless of the historical performance of the Account or of the performance of the real estate asset class generally.
In the second half of 2008 and in 2009, the Account experienced significant net participant transfers out of the Account, eventually causing the Account’s liquid assets to comprise less than 10% of the Account’s assets (on a net and total basis) throughout all of 2009 and into early 2010. Due in large part to this activity, the TIAA liquidity guarantee was initially executed in December 2008. See “Liquidity and Capital Resources—Liquidity Guarantee,” in the section of this report entitled "Management's Discussion and Analysis of the Account's Financial Conditions and Results of Operations." Among other things, this continued shortfall in the amount of liquid assets impaired management’s ability to consummate new transactions. If a significant amount of net participant transfers out of the Account were to recur, particularly in high volumes similar to those experienced in late 2008 and 2009, the Account may not have enough available liquid assets to pursue, or consummate, new investment opportunities presented to us that are otherwise attractive to the Account. This, in turn, could harm the Account’s returns. Even though net transfers out of the Account ceased in early 2010, there is no guarantee that redemption activity will not increase again, perhaps in a significant and rapid manner.
Alternatively, periods of significant net transfer activity into the Account can result in the Account holding a higher percentage of its net assets in publicly traded liquid non-real estate-related investments than the Account’s managers would target to hold under the Account’s long-term strategy. As of December 31, 2017 , the Account’s non-real estate-related liquid assets comprised 15.6% of its net assets. At times, the portion of the Account’s net assets invested in these types of liquid instruments may exceed 25%, particularly if the Account receives a large inflow of money in a short period of time, coupled with a lack of attractive real estate-related investments on the market. Also, large inflows from participant transactions often occur in times of appreciating real estate values and pricing, which can render it challenging to execute on some transactions at ideal prices.
In an appreciating real estate market, generally, this large percentage of assets held in liquid investments and not in real estate and real estate-related investments may impair the Account’s overall returns. This scenario may be exacerbated in a low interest rate environment for U.S. Treasury securities and related highly liquid securities, such as has existed since 2009 and which may persist in the future. In addition, to manage cash flow, the Account may temporarily hold a higher percentage of its net assets in liquid real estate-related securities, such as REIT and CMBS securities, than its long-term targeted holdings in such securities, particularly during and immediately following times of significant net transfer activity into the Account. Such holdings could increase the volatility of the Account’s returns.
Risks of Borrowing . The Account acquires some of its properties subject to existing financing and from time to time borrows new funds at the time of purchase. The Account may borrow pursuant to mortgages placed on individual properties or under an unsecured line of credit or credit facility. Also, the Account may from time to time place new leverage on, increase the leverage already placed on, or refinance maturing debt on, existing properties the Account owns. Under the Account’s current investment guidelines, the Account intends to maintain its loan-to-value ratio at or below 30% (measured at the time of incurrence and after giving effect thereto). As of December 31, 2017 , the Account’s loan-to-value ratio was 15.5% . Also, the Account may borrow up to 70% of the then-current value of a particular property. Non-construction mortgage loans on a property will be non-recourse to the Account.
Among the risks of borrowing money, including borrowing under a line of credit or credit facility, or otherwise investing in a property subject to a mortgage are:
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General Economic Conditions. General economic conditions, dislocations in the capital or credit markets generally or the market conditions then in effect in the real estate finance industry, may hinder the Account’s

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ability to obtain financing or refinancing for its property investments on favorable terms or at all, regardless of the quality of the Account’s property for which financing or refinancing is sought. Such unfavorable terms might include high interest rates, increased fees and costs and restrictive covenants applicable to the Account’s operation of the property. Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, rising interest rates or failures of significant financial institutions could adversely affect our access to financing necessary to make profitable real estate investments. Our failure to obtain financing or refinancing on favorable terms due to the current state of the credit markets or otherwise could have an adverse impact on the returns of the Account. Also, the Account’s ability to secure financing may be impaired if negative marketplace effects, such as those which followed from the worldwide economic slowdown following the banking crisis of 2008 and the subsequent sovereign debt and banking difficulties recently experienced in parts of the eurozone, were to persist. These difficulties could include tighter lending standards instituted by banks and financial institutions, the reduced availability of credit facilities and project finance facilities from banks and the fall of consumer and/or business confidence.
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Default Risk. The property or group of encumbered properties may not generate sufficient cash flow to support the debt service on the loan, the property may fail to meet certain financial or operating covenants contained in the loan documents and/or the property may have negative equity ( i.e. , the loan balance exceeds the value of the property) or inadequate equity. In addition, income from properties or investments or any other source of income for the Account may not generate sufficient cash flow to support the debt service on a line of credit or credit facility. In any of these circumstances, we (or a joint venture in which we invest) may default on the loan, including due to the failure to make required debt service payments when due. If a loan is in default, the Account or the venture may determine that it is not economically desirable and/or in the best interests of the Account to continue to make payments on the loan (including accessing other sources of funds to support debt service on the loan), and/or the Account or venture may not be able to otherwise remedy such default on commercially reasonable terms or at all. In either case, the lender then could accelerate the outstanding amount due on the loan and/or foreclose on the underlying property, in which case the Account could lose the value of its investment in the foreclosed property. Further, any such default or acceleration could trigger a default under loan agreements in respect of other Account properties pledged as security for the defaulted loan or other loans. Finally, any such default could subject the Account to the costs of litigation, increase the Account’s borrowing costs, or result in less favorable terms, with respect to financing future properties or entering into future lines of credit or credit facilities.
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Balloon Maturities. If the Account obtains a mortgage loan that involves a balloon payment, there is a risk that the Account may not be able to make the lump sum principal payment due under the loan at the end of the loan term, or otherwise obtain adequate refinancing on terms commercially acceptable to the Account or at all. The Account then may be forced to sell the property or other properties under unfavorable market conditions, restructure the loan on terms not advantageous to the Account, or default on its mortgage, resulting in the lender exercising its remedies, which may include repossession of the property, and the Account could lose the value of its investment in that property.
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Variable Interest Rate Risk. If the Account obtains variable-rate loans, the Account’s returns may be volatile when interest rates are volatile. Further, to the extent that the Account takes out fixed-rate loans and interest rates subsequently decline, this may cause the Account to pay interest at above-market rates for a significant period of time. Any interest rate hedging activities the Account engages in to mitigate this risk may not fully protect the Account from the impact of interest rate volatility.
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Variable Rate Demand Obligation (“VRDO”) Risk. To the extent the Account obtains financing pursuant to a variable rate demand obligation subject to periodic remarketing or similar mechanisms, the Account or the joint ventures in which it invests could face higher borrowing costs if the remarketing results in a higher prevailing interest rate. In addition, the terms of such variable rate obligations may allow the remarketing agent to cause the Account or venture to repay the loan on demand in the event insufficient market demand for such loans is present. In particular, RGM 42, LLC, a joint venture in which the Account holds a 70% interest, is the borrower under a VRDO loan program.
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Valuation Risk. The market valuation of mortgage loans payable could have an adverse impact on the Account’s performance. Valuations of mortgage loans payable are generally based on the amount at which the liability could be transferred in a current transaction, exclusive of transaction costs, and such valuations are subject to

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a number of assumptions and factors with respect to the loan and the underlying property, a change in any of which could cause the value of a mortgage loan to fluctuate.
A general disruption in the credit markets, such as the disruption experienced in 2008 and 2009, may aggravate some or all of these risks.
Risks of Joint Ownership . Investing in joint venture partnerships or other forms of joint property ownership may involve special risks, many of which are exacerbated when the consent of parties other than the Account is required to take action.
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The co-venturer may have interests or goals inconsistent with those of the Account, including during times when a co-venturer may be experiencing financial difficulty. For example:
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a co-venturer may desire a higher current income return on a particular investment than does the Account (which may be motivated by a longer-term investment horizon or exit strategy), or vice versa, which could cause difficulty in managing a particular asset;
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a co-venturer may desire to maximize or minimize leverage in the venture, which may be at odds with the Account’s strategy;
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a co-venturer may be more or less likely than the Account to agree to modify the terms of significant agreements (including loan agreements) binding the venture, or may significantly delay in reaching a determination whether to do so, each of which may frustrate the business objectives of the Account and/or lead to a default under a loan secured by a property owned by the venture; or
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for reasons related to its own business strategy, a co-venturer may have different concentration standards as to its investments (geographically, by sector, or by tenant), which might frustrate the execution of the business plan for the joint venture.
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The co-venturer may be unable to fulfill its obligations (such as to fund its pro rata share of committed capital, expenditures or guarantee obligations of the venture) during the term of such agreement or may become insolvent or bankrupt, any of which could expose the Account to greater liabilities than expected and frustrate the investment objective of the venture.
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If a co-venturer doesn’t follow the Account’s instructions or adhere to the Account’s policies, the jointly owned properties, and consequently the Account, might be exposed to greater liabilities than expected.
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The Account may have limited rights with respect to the underlying property pursuant to the terms of the joint venture, including the right to operate, manage or dispose of a property, and a co-venturer could have approval rights over the marketing or the ultimate sale of the underlying property.
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The terms of the Account’s ventures often provide for complicated agreements which can impede our ability to direct the sale of the property owned by the venture at times the Account views most favorable. One such agreement is a buy-sell right, which may force us to make a decision (either to buy our co-venturer’s interest or sell our interest to our co-venturer) at inopportune times.
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A co-venturer can make it harder for the Account to transfer its equity interest in the venture to a third party, which could adversely impact the valuation of the Account’s interest in the venture.
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To the extent the Account serves as the general partner or managing member in a venture, it may owe certain contractual or other duties to the co-venturer, including fiduciary duties, which may present perceived or actual conflicts of interest in the management of the underlying assets. Such an arrangement could also subject the Account to liability to third parties in the performance of its duties as a general partner or managing member.
Risks of Developing or Redeveloping Real Estate or Buying Recently Constructed Properties . If the Account chooses to develop or redevelop a property or buys a recently constructed property, it may face the following risks:
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There may be delays or unexpected increases in the cost of property development, redevelopment and construction due to strikes, bad weather, material shortages, increases in material and labor costs or other events.
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There are risks associated with potential underperformance or non-performance by, and/or solvency of a contractor we select or other third party vendors involved in developing or redeveloping the property.
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If the Account were viewed as developing or redeveloping underperforming properties, suffering losses on our investments, or defaulting on any loans on our properties, our reputation could be damaged. Damage to our

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reputation could make it more difficult to successfully develop or acquire properties in the future and to continue to grow and expand our relationships with our lenders, venture partners and tenants.
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Because external factors may have changed from when the project was originally conceived (e.g., slower growth in the local economy, higher interest rates, overbuilding in the area, or changes in the regulatory and permitting environment), the property may not attract tenants on the schedule we originally planned and/or may not operate at the income and expense levels first projected.
Risks with Purchase-Leaseback Transactions . To the extent the Account invested in a purchase-leaseback transaction, the major risk is that the third party lessee will be unable to make required payments to the Account. If the leaseback interest is subordinate to other interests in the real property, such as a first mortgage or other lien, the risk to the Account increases because the lessee may have to pay the senior lienholder to prevent foreclosure before it pays the Account. If the lessee defaults or the leaseback is terminated prematurely, the Account might not recover its investment unless the property is sold or leased on favorable terms.
Real Estate Regulatory Risks . Government regulation at the federal, state and local levels, including, without limitation, zoning laws, rent control or rent stabilization laws, laws regulating housing on the Account’s multifamily properties, the Americans with Disabilities Act, property taxes and fiscal, accounting, environmental or other government policies, could operate or change in a way that adversely affects the Account and its properties. For example, these regulations could raise the cost of acquiring, owning, improving or maintaining properties, present barriers to otherwise desirable investment opportunities or make it harder to sell, rent, finance, or refinance properties either on economically desirable terms, or at all, due to the increased costs associated with regulatory compliance.
Environmental Risks . The Account may be liable for damage to the environment or injury to individuals caused by hazardous substances used or found on its properties. Under various environmental regulations, the Account may also be liable, as a current or previous property owner or mortgagee, for the cost of removing or cleaning up hazardous substances found on a property, even if it did not know of and was not responsible for the hazardous substances. If any hazardous substances are present or the Account does not properly clean up any hazardous substances, or if the Account fails to comply with regulations requiring it to actively monitor the business activities on its premises, the Account may have difficulty selling or renting a property or be liable for monetary penalties. Further, environmental laws may impose restrictions on the manner in which a property may be used, the tenants which may be allowed, or the manner in which businesses may be operated, which may require the Account to expend funds in order to comply with these laws. These laws may also cause the most ideal use of the property to differ from that originally contemplated and as a result could impair the Account’s returns. The cost of any required clean-up relating to a single real estate investment (including remediating contaminated property) and the Account’s potential liability for environmental damage, including paying personal injury claims and performing under indemnification obligations to third parties, could exceed the value of the Account’s investment in a property, the property’s value, or in an extreme case, a significant portion of the Account’s assets. Finally, while the Account may from time to time acquire third-party insurance related to environmental risks, such insurance coverage may be inadequate to cover the full cost of any loss and would cause the Account to be reliant on the financial health of our third-party insurer at the time any such claim is submitted.
Uninsurable Losses . Certain catastrophic losses ( e.g. , from earthquakes, wars, terrorist acts, nuclear accidents, hurricanes, wind, floods or environmental or industrial hazards or accidents) may be uninsurable or so expensive to insure against that it is economically disadvantageous to buy insurance for them. Further, the terms and conditions of the insurance coverage the Account has on its properties, in conjunction with the type of loss actually suffered at a property, may subject the property, or the Account as a whole, to a cap on insurance proceeds that is less than the loss or losses suffered. If a disaster that we have not insured against occurs, if the insurance contains a high deductible, and/or if the aggregate insurance proceeds for a particular type of casualty are capped, the Account could lose some of its original investment and any future profits from the property. Also, the Account may not have sufficient access to internal or external sources of funding to repair or reconstruct a damaged property to the extent insurance proceeds do not cover the full loss. In addition, some leases may permit a tenant to terminate its obligations in certain situations, regardless of whether those events are fully covered by insurance. In that case, the Account would not receive rental income from the property while that tenant’s space is vacant, and any such vacancy might impact the value of that property. Finally, as with respect to all third-party insurance, we are reliant on the continued financial health of such insurers and their ability to pay on valid claims. If the financial health of an insurer were to deteriorate quickly, we

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may not be able to find adequate coverage from another carrier on favorable terms, which could adversely impact the Account’s returns.
RISKS OF INVESTING IN REAL ESTATE INVESTMENT TRUST SECURITIES
The Account invests in registered and unregistered REIT securities for diversification, liquidity management and other purposes. The Account’s investment in REITs may also increase, as a percentage of net assets, during periods in which the Account is experiencing large net inflow activity, in particular due to net participant transfers into the Account. As of December 31, 2017 , REIT securities comprised approximately 5.0% of the Account’s net assets. Investments in REIT securities are part of the Account’s real estate-related investment strategy and are subject to many of the same general risks associated with direct real property ownership. In particular, equity REITs may be affected by changes in the value of the underlying properties owned by the entity, while mortgage REITs may be affected by the quality of any credit extended. In addition to these risks, because REIT investments are securities and generally publicly traded, they may be exposed to market risk and potentially significant price volatility due to changing conditions in the financial markets and, in particular, changes in overall interest rates, regardless of the value of the underlying real estate such REIT may own. Also, sales of REIT securities by the Account for liquidity management purposes may occur at times when values of such securities have declined and it is otherwise an inopportune time to sell the security. Volatility in REITs can cause significant fluctuations in the Account’s AUV on a daily basis, as they are correlated to equity markets which have experienced significant day to day fluctuations over the past few years.
REITs do not pay federal income taxes if they distribute most of their earnings to their shareholders and meet other tax requirements. Many of the requirements to qualify as a REIT, however, are highly technical and complex. Failure to qualify as a REIT results in tax consequences, as well as disqualification from operating as a REIT for a period of time. Consequently, if the Account invests in securities of a REIT that later fails to qualify as a REIT, this may adversely affect the performance of our investment.
RISKS OF MORTGAGE-BACKED SECURITIES
The Account from time to time has invested in mortgage-backed securities and may in the future invest in such securities. Mortgage-backed securities, such as CMBS, are subject to many of the same general risks inherent in real estate investing, making mortgage loans and investing in debt securities. The underlying mortgage loans may experience defaults with greater frequency than projected when such mortgages were underwritten, which would impact the values of these securities, and could hamper our ability to sell such securities. In particular, these types of investments may be subject to prepayment risk or extension risk ( i.e. , the risk that borrowers will repay the loans earlier or later than anticipated). If the underlying mortgage assets experience faster than anticipated prepayments of principal, the Account could fail to recoup some or all of its initial investment in these securities, since the original price paid by the Account was based in part on assumptions regarding the receipt of interest payments. If the underlying mortgage assets are repaid later than anticipated, the Account could lose the opportunity to reinvest the anticipated cash flows at a time when interest rates might be rising. The rate of prepayments depends on a variety of geographic, social and other functions, including prevailing market interest rates and general economic factors. Further, it is possible that the U.S. government may change its support of, and policies regarding, Fannie Mae and Freddie Mac and, thus, the Account may be unable to acquire agency mortgage-backed securities in the future and even if the Account so acquired them, such changes may result in a negative effect on the pricing of such securities. Other policy changes impacting Fannie Mae and Freddie Mac and/or U.S. government programs related to mortgages that may be implemented in the future could create market uncertainty and affect the actual or perceived credit quality of issued securities, adversely affecting mortgage-backed securities through an increased risk of loss.
Importantly, the fair market value of these securities is also highly sensitive to changes in interest rates, liquidity of the secondary market and economic conditions impacting financial institutions and the credit markets generally. Note that the potential for appreciation, which could otherwise be expected to result from a decline in interest rates, may be limited by any increased prepayments. Further, volatility and disruption in the mortgage market and credit markets generally (such as was the case in 2008 and 2009) may cause there to be a very limited or even no secondary market for these securities and they therefore may be harder to sell than other securities.
RISKS OF U.S. GOVERNMENT AGENCY SECURITIES AND CORPORATE OBLIGATIONS

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The Account invests in securities issued by U.S. government agencies and U.S. government-sponsored entities. Some of these issuers may not have their securities backed by the full faith and credit of the U.S. government, which could adversely affect the pricing and value of such securities. Also, the Account may invest in corporate obligations (such as commercial paper) and while the Account seeks out such holdings in short-term, higher-quality liquid instruments, the ability of the Account to sell these securities may be uncertain, particularly when there are general dislocations in the finance or credit markets. Any such volatility could have a negative impact on the value of these securities. Further, transaction activity may fluctuate significantly from time to time, which could impair the Account’s ability to dispose of a security at a favorable time, regardless of the credit quality of the underlying issuer. Also, inherent with investing in any corporate obligation is the risk that the credit quality of the issuer will deteriorate, which could cause the obligations to be downgraded and hamper the value or the liquidity of these securities. Finally, any further downgrades or threatened downgrades of the credit rating for U.S. government obligations generally could impact the pricing and liquidity of agency securities or corporate obligations in a manner which could impact the value of the Account’s units.

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RISKS OF LIQUID INVESTMENTS
The Account’s investments in liquid investments (whether real estate-related, such as REITs, CMBS or some loans receivable, or non-real estate-related, such as cash equivalents and government securities, and whether debt or equity), are subject to the following general risks:
Financial / Credit Risk. The risk, for debt securities, that the issuer will not be able to pay principal and interest when due (and/or declare bankruptcy or be subject to receivership) and, for equity securities such as common or preferred stock, that the issuer’s current earnings will fall or that its overall financial soundness will decline, reducing the security’s value.
Market Volatility Risk. The risk that the Account’s investments will experience price volatility due to changing conditions in the financial markets even regardless of the credit quality or financial condition of the underlying issuer. This risk is particularly acute to the extent the Account holds equity securities, which have experienced significant short-term price volatility in recent years. Also, to the extent the Account holds debt securities, changes in overall interest rates can cause price fluctuations.
Interest Rate Volatility. The risk that interest rate volatility may affect the Account’s current income from an investment. As interest rates rise, the value of certain debt securities (such as those bearing lower fixed rates) held by the Account is likely to decrease.
Deposit / Money Market Risk. The risk that, to the extent the Account’s cash held in bank deposit accounts exceeds federally insured limits as to that bank, the Account could experience losses if banks fail. In addition, there is some risk that investments held in money market accounts or funds can suffer losses.
Further, to the extent that a significant portion of the Account’s net assets, at any particular time, consist of cash, cash equivalents and non-real estate-related liquid securities, the Account’s returns may suffer as compared to the return that could have been generated by more profitable real estate-related investments. Such a potential negative impact on returns may be exacerbated in times of low prevailing interest rates payable on many classes of liquid securities, such as is the case as of the date hereof and which may persist in the future.
RISKS OF FOREIGN INVESTMENTS

In addition to other investment risks noted above, foreign investments present the following special risks:
•
The value of foreign investments or rental income can increase or decrease due to changes or fluctuations in currency exchange rates, imposition of currency exchange control or market control regulations, possible expropriation or confiscatory taxation, political, social, diplomatic and economic developments and foreign regulations. The Account translates into U.S. dollars purchases and sales of securities, income receipts and expense payments made in foreign currencies at the exchange rates prevailing on the respective dates of the transactions. The effect of any changes in currency exchange rates on foreign mezzanine (including U.K.) debt or other foreign debt investments and mortgage loans payable is included in the Account’s net realized and unrealized gains and losses. As such, fluctuations in currency exchange rates, even if hedged, may impair or reduce the Account's returns and result in poorer overall performance of the Account than if it had not acquired such foreign investments or entered into any foreign currency hedging transactions.
•
The Account may, but is not required to, hedge its exposure to changes in currency rates, which could involve extra costs. Further, any hedging activities might not be successful. Such hedges may also be subject to valuation changes. In addition, a lender to a foreign property owned by the Account could require the Account to compensate it for its loss associated with such lender’s hedging activities.
•
Non-U.S. jurisdictions may impose withholding taxes on the Account as a result of its investment activity in that jurisdiction. TIAA may be eligible for a foreign tax credit in respect of such tax paid by the Account and such credit (if available to TIAA) would be reimbursed to the Account. However, there may be circumstances where TIAA is unable to receive some or all of the benefit of a foreign tax credit and the Account would thus not receive reimbursement, which could harm the value of the Account’s units.
•
Foreign real estate markets may have different liquidity and volatility attributes than U.S. markets.

19


•
The regulatory environment in non-U.S. jurisdictions may disfavor owners and operators of real estate investment properties, resulting in less predictable and/or economically harmful outcomes if the Account were to face a significant dispute with a tenant or with a regulator itself.
•
The Account may be subject to increased risk of regulatory scrutiny pursuant to U.S. federal statutes, such as the Foreign Corrupt Practices Act, which, among other things, requires robust compliance and oversight programs to help prevent violations. The costs associated with maintaining such programs, in addition to costs associated with a potential regulatory inquiry, could impair the Account’s returns and divert management’s attention from other Account activities.
•
It may be more difficult to obtain and collect a judgment on foreign investments than on domestic investments, and the costs associated with contesting claims relating to foreign investments may exceed those costs associated with a similar claim on domestic investments.
•
We may invest from time to time in securities issued by (i) entities domiciled in foreign countries, (ii) domestic affiliates of such entities and/or (3) foreign domiciled affiliates of domestic entities. Such investments could be subject to the risks associated with investments subject to foreign regulation, including political unrest or the seizure, expropriation, repatriation or nationalization of the issuer’s assets. These events could depress the value of such securities and/or make such securities harder to sell on favorable terms, if at all.
RISKS OF INVESTING IN MORTGAGE LOANS AND RELATED INVESTMENTS
The Account’s investment strategy includes, to a limited extent, investments in mortgage loans (i.e . , the Account serving as lender).
General Risks of Mortgage Loans . The Account will be subject to the risks inherent in making mortgage loans, including:
•
The borrower may default on the loan, requiring that the Account foreclose on the underlying property to protect the value of its mortgage loan. Since its mortgage loans are usually non-recourse, the Account must rely solely on the value of a property for its security. In addition, there is a risk of delay in exercising any contractual remedies due to actions of the borrower, including, without limitation, bankruptcy or insolvency of the borrower.
•
The larger the mortgage loan compared to the value of the property securing it, the greater the loan’s risk. Upon default, the Account may not be able to sell the property for its estimated or appraised value. Also, certain liens on the property, such as mechanic’s or tax liens, may have priority over the Account’s security interest.
•
A deterioration in the financial condition of tenants, which could be caused by general or local economic conditions or other factors beyond the control of the Account, or the bankruptcy or insolvency of a major tenant, may adversely affect the income of a property, which could increase the likelihood that the borrower will default under its obligations.
•
The borrower may be unable to make a lump sum principal payment due under a mortgage loan at the end of the loan term, unless it can refinance the mortgage loan with another lender.
•
If interest rates are volatile during the loan period, the Account’s variable-rate mortgage loans could have volatile yields. Further, to the extent the Account makes mortgage loans with fixed interest rates, it may receive lower yields than that which is then available in the market if interest rates rise generally.
Interest Rate Risk. The risk that the value or yield of fixed-income investments may decline if interest rates change. In general, when prevailing interest rates decline, the market values of outstanding fixed-income investments (particularly those paying a fixed rate of interest) tend to increase while yields on similar newly issued fixed-income investments tend to decrease, which could adversely affect the Account’s income. Conversely, when prevailing interest rates increase, the market values of outstanding fixed-income investments (particularly those paying a fixed rate of interest) tend to decline while yields on similar newly issued fixed-income investments tend to increase. If a fixed-income investment pays a floating or variable rate of interest, changes in prevailing interest rates may increase or decrease the investment’s yield. Fixed-income investments with longer durations tend to be more sensitive to interest rate changes than shorter-term investments. Interest rate risk is generally heightened during periods when prevailing interest rates are low or negative. During periods of very low or negative interest rates, a fixed-income investment may not be able to maintain positive returns. In general, changing interest rates could have unpredictable effects on the markets and may expose fixed-income and related markets to heightened volatility.

20


Extension Risk. The risk that during periods of rising interest rates, borrowers pay off their mortgage loans later than expected, preventing the Account from reinvesting principal proceeds at higher interest rates, resulting in less income than potentially available. These risks are normally present in mortgage- backed securities and other asset-backed securities. For example, homeowners have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can lengthen depending on homeowner prepayment activity. A decline in the prepayment rate and the resulting increase in duration of fixed-income securities held by the Account can result in losses to the Account.
Prepayment Risks. The Account’s mortgage loan investments will usually be subject to the risk that the borrower repays a loan early. Also, the Account may be unable to reinvest the proceeds at as high an interest rate as the original mortgage loan rate, resulting in a decline in income.
Interest Limitations. The interest rate we charge on mortgage loans may inadvertently violate state usury laws that limit rates, if, for example, state law changes during the loan term. If this happens, the Account could incur penalties or may be unable to enforce payment of the loan.
Risks of Investing in Domestic and Foreign Mezzanine Loans. The Account may invest from time to time in domestic and foreign (including U.K.) mezzanine loans to entities which own real estate assets. Generally these loans will be secured by a pledge of the equity securities of the entity, but not by a first lien security interest in the property itself. As such, the Account’s recovery in the event of an adverse circumstance at the property (such as a default under a mortgage loan on the property) will be subordinated to the recovery available to the first lien mortgage lender(s) to the property. The Account’s remedy may solely consist of foreclosing on the equity interest in the entity owning the property, and that equity interest will be junior in right of a recovery to a loan secured by the property owned by the entity. Also, as a subordinated lender, the Account may have limited rights to exercise control over the process by which the mortgage loan is restructured or the property is liquidated following a default. Any of these circumstances may result in the Account being unable to recover some or all of its original investment.
Risks of Currency Hedging Strategies for Foreign Mezzanine Loans. In managing foreign (including U.K.) mezzanine or other foreign debt, the Account may use or enter into forward currency contracts, currency swaps and may buy or sell put and call options and futures contracts on foreign currencies as well as other derivatives transactions in order to hedge against the risks of exchange rate uncertainties and currency fluctuations impacting the Account’s foreign portfolio investments. Changes in exchange rates and exchange control regulations may increase or reduce the value of foreign (including U.K.) mezzanine or other debt. Currency hedging and similar transactions involve special risks and may limit potential gains due to increases in a currency’s value. Unanticipated changes in interest rates, domestic or foreign securities prices or currency exchange rates may result in poorer overall performance of the Account than if it had not entered into any such currency-related transactions. In addition, the Account could incur additional costs of paying hedge unwind fees if it has to terminate cross-currency swaps prematurely due to early repayment of foreign mezzanine or other foreign debt. The Account does not intend to speculate in foreign currency exchange transactions or forward currency contracts.
Risks of Participations. To the extent the Account invested in a participating mortgage, the following additional risks would apply:
•
The participation feature, in tying the Account’s returns to the performance of the underlying asset, might generate insufficient returns to make up for the higher interest rate the loan would have obtained without the participation feature.
•
In very limited circumstances, a court may characterize the Account’s participation interest as a partnership or joint venture with the borrower and the Account could lose the priority of its security interest or become liable for the borrower’s debts.
RISKS OF SECURITIES LENDING
In lending its securities, the Account bears the market risk with respect to the investment of collateral and the risk the borrower or Agent may default on its contractual obligations to the Account. Each Agent bears the risk that the borrower may default on its obligation to return the loaned securities, as the Agent is contractually obligated to indemnify the Account if, at the time of a default by a borrower, some or all of the loaned securities have not been returned.

21


CONFLICTS OF INTEREST WITHIN TIAA
General. Officers of TIAA that provide advice with respect to the Account may also provide investment advice with respect to investments owned by TIAA, and investments managed by affiliates of TIAA. In addition, TIAA and its affiliates offer (and may in the future offer) other accounts and investment products that are not managed under an “at cost” expense structure. Therefore, TIAA and its officers may at times face various conflicts of interest. Many of the officers of TIAA involved in performing services to the Account will have competing demands on their time. The officers will devote such time to the affairs of the Account as TIAA’s management determines, in its sole discretion exercising good faith, is necessary to properly service the Account. TIAA believes that it has sufficient personnel to discharge its responsibility to the Account, the TIAA General Account, and other accounts to avoid conflicts of interest. TIAA or its affiliates may form and/or manage other real estate investment vehicles in the future and we will take steps to assure that those vehicles are integrated into appropriate conflict of interest policies. TIAA does not accept acquisition or placement fees for the services it provides to the Account. (Each of the Account, the TIAA General Account, and such other accounts, funds or real estate investment vehicles that are established or may be established by TIAA or its affiliates in the future, are herein referred to as an “account.”)
Allocation Procedures. TIAA and its affiliates (including TH Real Estate (“THRE”) and other subsidiaries of Nuveen, LLC (“Nuveen”)) allocate new investments (including real property investments and commercial mortgages, but generally not real estate limited partnership investments) among the accounts (including the Account) in accordance with a written allocation procedure as adopted by TIAA and such affiliates and modified from time to time.
Under the allocation procedure, an internal real estate acquisitions team adds transactions as they are identified into an internal deal pipeline. Proposed transactions in the pipeline are presented at regular internal real estate review meetings, at which the portfolio managers for each of the accounts will evaluate acquisition opportunities which conform to the investment strategy of the applicable account. If only one portfolio manager is interested in making a bid to pursue the transaction, the transaction is allocated to that account and there is no change in the rotation order. However, if more than one account expresses an interest in a transaction in a particular sector, a strict rotation system will be used so that the accounts are treated equitably and transactions are impartially allocated.
Under the rotation system, an allocations coordinator will allocate a transaction to the interested account in the top most position of the rotation for a specific real estate sector, but the Account will then drop to the bottom of the rotation for new or additional investment opportunities in that sector. This rotation system is employed on a sector-by-sector basis for each of the office, retail, industrial, multi-family, student housing and other sectors; and each sector has its own rotation. As a result, an account (including the Account) could, at any one time, be at the top or the bottom of the rotation for new investment opportunities in any one or all five of the sectors in which the Account could invest. If an account chooses not to pursue a transaction that has been allocated to it, the acquisitions team may bring the transaction back into the main rotation. New funds or accounts with the ability to invest in transactions without a co-investor (i.e., “stand alone” accounts), will be added to the main rotation. Where such new funds or accounts are a co-investor with TIAA as a joint venture partner, and the portfolio manager for TIAA or THRE does not have discretion to deploy investors’ capital for acquisitions within such mandate (i.e., a non-discretionary mandate), such mandates will be part of a sub-rotation within the account that was allocated the transaction and will not have a separate place in the main rotation. New funds or accounts where TIAA is a joint venture partner and the portfolio manager for TIAA or THRE affiliate does have discretion to deploy investors’ capital for acquisitions within such mandate (i.e., a fully discretionary mandate), regardless of the ownership percentage, are added to the main rotation.
Also, there may be circumstances where multiple properties are presented to TIAA for sale as a single acquisition opportunity, and the proposed price is inclusive of all the properties. If more than one account has interest in all or a portion of such bundled acquisition opportunity, the acquisitions team will investigate with the seller whether the properties can be unbundled and offered to the accounts on an individual basis and the sector-based rotation system described above will apply to the allocation of such unbundled properties.
The allocation procedure contains substantive requirements for proceeding through the different stages of the bidding process prior to allocation to preserve the fairness, equitability and transparency of the transaction. The procedure also provides a process for handling exceptions to the allocation process when requested by a portfolio manager for the accounts.

22


The allocation procedure is overseen and monitored by senior officers of TIAA and its affiliates, including THRE and other subsidiaries of Nuveen, pursuant to Nuveen’s existing compliance policies and processes.
Liquidity Guarantee. In addition, as discussed elsewhere in this report, the TIAA General Account provides a liquidity guarantee to the Account. While an independent fiduciary is responsible for establishing a “trigger point” (a percentage of TIAA’s ownership of liquidity units beyond which TIAA’s ownership may be reduced at the fiduciary’s direction), there is no express cap on the amount TIAA may be obligated to fund under this guarantee. Further, the Account’s independent fiduciary oversees any redemption of TIAA liquidity units. TIAA’s ownership of liquidity units (including the potential for changes in its levels of ownership in the future) from time to time could result in the perception that TIAA is taking into account its own economic interests while serving as investment manager for the Account. In particular, the value of TIAA’s liquidity units fluctuates in the same manner as the value of accumulation units held by all participants. Any perception of a conflict of interest could cause participants to transfer accumulations out of the Account to another investment option, which could have an adverse impact on the Account’s ability to act most optimally upon its investment strategy.
NO OPPORTUNITY FOR PRIOR REVIEW OF TRANSACTIONS
Investors do not have the opportunity to evaluate the economic or financial merit of the purchase, sale or financing of a property or other investment before the Account completes the transaction, so investors rely solely on TIAA’s judgment and ability to select investments consistent with the Account’s investment objective and policies. Further, the Account may change its investment objective and pursue specific investments in accordance with any such amended investment objective without the consent of the Account’s investors.
RISKS OF REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940
The Account has not registered, and management intends to continue to operate the Account so that it will not have to register, as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). If the Account were obligated to register as an investment company, the Account would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things, limitations on capital structure, restrictions on certain investments, compliance with reporting, record keeping, voting and proxy disclosure requirements and other rules and regulations that could significantly increase its operating expenses and reduce its operating flexibility. To maintain compliance with the exemptions from the Investment Company Act, the Account may be unable to sell assets it would otherwise want to sell and may be unable to purchase securities it would otherwise want to purchase, which might materially adversely impact the Account’s performance.
CYBERSECURITY RISKS
With the increased use of technologies such as the Internet to conduct business, the Account and its service providers (including, but not limited to, TIAA, Services, the independent fiduciary and the Account’s custodian and financial intermediaries) are susceptible to cybersecurity risks. In general, cybersecurity attacks can result from infection by computer viruses or other malicious software or from deliberate actions or unintentional events, including gaining unauthorized access through “hacking” or other means to digital systems, networks, or devices that are used to service the Account’s operations in order to misappropriate assets or sensitive information, corrupt data, or cause operational disruption. Cybersecurity attacks can also be carried out in a manner that does not require gaining unauthorized access, including by carrying out a “denial-of-service” attack on the Account or its service providers’ websites. In addition, authorized persons could inadvertently or intentionally release and possibly destroy confidential or proprietary information stored on the Account’s systems or the systems of its service providers.
Cybersecurity failures by the Account or any of its service providers, or the issuers of any portfolio securities in which the Account invests (e.g., issuers of REIT stocks or debt securities), have the ability to result in disruptions to and impacts on business operations and may adversely affect the Account and the value of your accumulation units. Such disruptions or impacts may result in: financial losses; interference with the processing of contract transactions, including the processing of orders from TIAA’s website; interfere with the Account’s ability to calculate AUVs; barriers to trading and order processing; Account contract owners’ inability to transact business with the Account; violations of applicable federal and state privacy or other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. The Account may incur additional, incremental costs to prevent

23


and mitigate the risks of cybersecurity attacks or incidents in the future. The Account and its contract owners could be negatively impacted by such cyber-attacks or incidents. Although the Account has established business continuity plans and risk-based processes and controls to address such cybersecurity risks, there are inherent limitations in such plans and systems in part due to the evolving nature of technology and cybersecurity attack tactics. As a result, it is possible that the Account or the Account’s service providers will not be able to adequately identify or prepare for all cybersecurity attacks. In addition, the Account cannot directly control the cybersecurity plans or systems implemented by its service providers.
ENACTED TAX LEGISLATION
On December 22, 2017, H.R. 1 was enacted into law as P.L. 115-77, popularly known as the “Tax Cuts and Jobs Act” (the “Act”), permanently cutting the corporate tax rate from 35% to 21%, temporarily reducing individual tax rates and providing a partial deduction for certain income earned by pass-through entities until 2026, while making fundamental changes to the taxation of foreign persons and income. To broaden the income tax base to pay for the rate cuts and pass-through income deduction, many corporate deductions have been eliminated or modified and many individual deductions suspended until 2026. With most provisions effective on January 1, 2018 the Joint Committee on Taxation (“JCT”) estimates that the Act will increase the federal deficit by approximately $1.5 trillion over 10 years. The JCT also estimates that the Act will result in some economic growth over the same period. While the Act is expected to have effects on the economy that will impact the performance of real estate and credit markets, those effects cannot be predicted.
Certain provisions of the Act should have more direct impacts on real estate and credit markets. A limitation on the aggregate deduction for state and local income taxes and property taxes to $10,000 and certain limitations on the deduction for qualified residence interest could impact the housing market in certain areas, affecting the performance of certain real estate investments. Limitations on deductibility of business interest and increased expensing provisions could impact the market for commercial real estate. Other provisions of the Act may also impact real estate or credit markets, and ultimately the Account, in certain circumstances and in ways that cannot be predicted. Future guidance to be issued by the Treasury Department and Internal Revenue Service may alter these effects.
ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

24


ITEM 2. PROPERTIES.
THE PROPERTIES—GENERAL
In the table below, participants will find general information about each of the Account’s investments as of December 31, 2017 . The Account’s investments include both properties that are wholly-owned by the Account and properties owned by the Account’s joint venture investments. Certain investments include a portfolio of properties.
Property
Location
Year
Built
Year
Purchased
Rentable
Area
(Sq. ft.) (1)
Percent
Leased
Annual Avg.
Base Rent
Per Leased
Sq. Ft. (2)
Fair
Value (3)
(in millions)
OFFICE PROPERTIES
1001 Pennsylvania Ave 
Washington, D.C. 
1987
2004
780,425
79.9%
$
51.84

$
785.0

(4)  
Fourth & Madison
Seattle, WA 
2002
2004
845,533
86.7%
25.18

530.0

(4)   
501 Boylston Street
Boston, MA
1940, 1961
2006
610,075
97.4%
51.41

505.2

(4)  
99 High Street
Boston, MA
1971
2005
732,432
90.1%
48.02

502.1

 
780 Third Avenue 
New York, NY 
1984
1999
489,985
82.1%
59.90

427.0

(4)  
701 Brickell Avenue
Miami, FL 
1986
2002
677,667
94.5%
24.06

368.5

(4)  
Lincoln Centre
Dallas, TX
1984
2005
1,625,465
88.1%
22.99

358.0

 
55 Second Street
San Francisco, CA 
2002
2014
379,328
77.6%
49.58

355.5

(4)   
Colorado Center (5)
Santa Monica, CA 
1984
2004
1,128,745
82.4%
55.81

351.0

 
Four Oaks Place (13)
Houston, TX 
1983, 2016
2012
2,333,310
81.6%
24.53

338.7

 
1900 K Street NW
Washington, D.C.
1996
2004
345,781
98.5%
47.78

330.0

(4)  
Wilshire Rodeo Plaza
Beverly Hills, CA
1935, 1984
2006
252,305
78.2%
65.71

327.8

 
400 Fairview (12)
Seattle, WA 
2015
2015
341,868
97.5%
35.72

263.7

 
Foundry Square II (17)
San Francisco, CA 
2002
2014
508,527
98.5%
55.02

262.7

 
21 Penn Plaza
New York, NY 
1931, 2012-2014
2014
373,335
94.2%
29.05

261.2

 
One Boston Place (6) 
Boston, MA 
1970
2002
804,444
79.9%
44.59

229.1

 
Fort Point Portfolio
Boston, MA
1890-1920, 1986-2010
2016
406,754
92.7%
40.20

223.1

 
837 Washington Street
New York, NY 
1938, 2012-2014
2015
55,497
100.0%
172.70

210.0

 
409 & 499 Illinois Street (20)
San Francisco, CA
2008, 2010
2015
463,985
99.0%
51.37

209.3

 
225 Binney Street (19)
Cambridge, MA
2013
2015
305,212
100.0%
40.50

201.9

 
1401 H Street NW
Washington, D.C.
1992
2006
350,787
74.5%
49.13

201.1

(4)  
Millennium Corporate Park
Redmond, WA
1999, 2000
2006
536,958
96.3%
19.63

184.1

 
88 Kearny Street 
San Francisco, CA 
1986
1999
227,882
84.1%
58.69

174.2

 
Castro Station
Mountain View, CA
2000, 2013
2015
114,809
93.7%
90.29

169.0

 
430 West 15th Street
New York, NY 
1950
2016
98,087
100.0%
102.61

145.8

 
Urban Centre
Tampa, FL
1984, 1987
2005
555,434
83.2%
29.65

143.3

 
Campus Pointe 1 (22)
San Diego, CA 
1980, 2012
2016
449,759
72.9%
37.30

143.0

 
Wilton Woods Corporate Campus
Wilton, CT 
1974, 2001
2001
531,606
78.6%
24.01

133.0

 
Campus Pointe 2 & 3 (22) (30)
San Diego, CA 
1997, 2016
2016, 2017
305,006
100.0%
36.83

127.1

 
Pacific Plaza
San Diego, CA 
2000, 2002
2007
217,823
48.9%
22.16

115.2

 
The Ellipse at Ballston
Arlington, VA
1989
2006
196,817
85.4%
41.51

83.7

 
1500 Owens (21)
San Francisco, CA
2009
2015
158,267
100.0%
50.59

77.5

 
200 Middlefield Road
Menlo Park, CA
1967, 2012-2013
2014
41,933
100.0%
78.51

61.4

 
West Lake North Business Park 
Westlake Village, CA 
2000
2004
197,366
95.1%
29.96

60.3

 

25


Property
Location
Year
Built
Year
Purchased
Rentable
Area
(Sq. ft.) (1)
Percent
Leased
Annual Avg.
Base Rent
Per Leased
Sq. Ft. (2)
Fair
Value (3)
(in millions)
Camelback Center
Phoenix, AZ
2001
2007
232,615
86.1%
$
24.86

$
59.8

 
The Hub (25)
Long Island City, NY
1924
2016
303,803
42.0%
15.27

56.9

 
8270 Greensboro Drive
McLean, VA
2000
2005
158,341
86.0%
30.92

50.3

 
817 Broadway (26)
New York, NY 
1900
2016
139,410
73.0%
16.37

23.0

 
Campus Pointe 4 (22)
San Diego, CA 
1991, 2015
2017
44,034
100.0%
25.02

8.8

 
Subtotal—Office Properties
 
 
 
85.9%
 
$
9,057.3

 
INDUSTRIAL PROPERTIES
 
 
 
 
Ontario Industrial Portfolio
Various, CA
1997-1998
1998, 2000, 2004
3,361,599
100.0%
$
5.03

$
398.6

 
Dallas Industrial Portfolio
Dallas and Coppell, TX 
1997-2001 
2000-2002
3,684,941
94.1%
3.34

213.2

 
Great West Industrial Portfolio
Rancho Cucamonga and Fontana, CA 
2004-2005
2008
1,358,925
100.0%
5.42

167.0

 
Cerritos Industrial Park
Cerritos, CA
1970-1977
2012
934,213
100.0%
5.86

142.0

 
Southern CA RA Industrial Portfolio 
Los Angeles, CA 
1982
2004
920,078
92.1%
7.27

138.0

 
Pinto Business Park
Houston, TX
2014, 2015, 2016
2015, 2016
1,641,141
57.2%
5.26

131.6

 
Rainier Corporate Park 
Fife, WA 
1991-1997 
2003
1,104,399
95.9%
5.48

123.7

 
Amazon Distribution Center
Teterboro, NJ
1958, 1974
2013
616,992
100.0%
9.00

110.0

 
Seneca Industrial Park
Pembroke Park, FL
1999-2001
2007
882,182
95.2%
6.34

108.8

 
Chicago Industrial Portfolio
Chicago and Joliet, IL 
1997-2000
1998, 2000
1,427,748
100.0%
4.40

100.3

 
Regal Logistics Campus
Seattle, WA 
1999-2004
2005
968,535
100.0%
4.06

100.0

 
Weston Business Center
Weston, FL
1998-1999
2011
679,918
67.0%
7.75

92.8

 
Shawnee Ridge Industrial Portfolio
Atlanta, GA
2000-2005
2005
1,422,922
100.0%
3.66

91.1

 
South River Road Industrial 
Cranbury, NJ 
1999
2001
858,957
100.0%
3.94

87.8

 
Oakmont IE West Portfolio
Fontana, CA
2014-2015
2015
709,941
100.0%
5.16

87.6

 
Northern CA RA Industrial Portfolio 
Oakland, CA 
1981
2004
657,602
94.8%
7.11

87.4

 
Chicago Caleast Industrial Portfolio
Chicago, IL 
1974, 2005
2003
1,145,152
100.0%
4.34

80.5

 
Rancho Cucamonga Industrial Portfolio
Rancho Cucamonga, CA 
2000-2002 
2000, 2001, 2002, 2004
573,000
100.0%
11.41

71.9

 
Northwest Houston Industrial Portfolio
Houston, TX
1981
2014
1,010,912
100.0%
4.45

70.7

 
Ontario Mills Industrial Portfolio
Ontario, CA
2014
2014
435,733
100.0%
5.23

58.5

 
Commerce LIC (27)
Long Island City, NY
1949
2017
255,564
81.4%
13.38

58.2

 
Frontera Industrial Business Park
San Diego, CA
1989, 2015
2017
517,207
69.1%
8.81

56.4

 
Broward Industrial Portfolio
Various, FL
Various
2017
401,368
83.2%
8.57

54.2

 
Pinnacle Industrial Portfolio
Grapevine, TX
2003, 2004, 2006
2006
899,200
100.0%
2.70

53.3

 
200 Milik Street
Carteret, NJ
2013
2015
232,134
100.0%
10.96

53.1

 
Stevenson Point
Newark, CA
2000
2015
312,885
95.6%
11.46

50.9

 
Centre Pointe and Valley View
Los Angeles County, CA
1965, 1989 
2004
307,685
83.4%
7.57

47.8

 
Pacific Corporate Park
Fife, WA 
2006
2012
388,783
100.0%
5.17

45.5

 
Landover Logistics
Landover, MD
2013
2014
360,550
46.4%
8.21

43.4

 

26


Property
Location
Year
Built
Year
Purchased
Rentable
Area
(Sq. ft.) (1)
Percent
Leased
Annual Avg.
Base Rent
Per Leased
Sq. Ft. (2)
Fair
Value (3)
(in millions)
Northeast RA Industrial Portfolio
Boston, MA 
2000
2004
384,126
100.0%
$
6.30

$
40.9

 
Northwest RA Industrial Portfolio
Seattle, WA 
1996
2004
312,321
99.2%
3.46

38.5

 
One Beeman Road
Northborough, MA
1985
2017
342,900
100.0%
7.01

33.8

 
Atlanta Industrial Portfolio
Lawrenceville, GA 
1996-1999 
2000
495,440
100.0%
7.86

32.4

 
Beltway North Commerce Center
Houston, TX
2014
2015
352,000
—
—

19.3

 
Park 10 Distribution
Houston, TX
1980
2014
152,638
50.1%
4.71

10.3

 
Subtotal—Industrial Properties
 
 
 
92.4%
 
$
3,099.5

 
RETAIL PROPERTIES
 
 
 
Fashion Show (24)
Las Vegas, NV
1981
2016
1,899,875
98.3%
$
36.00

$
844.4

 
The Florida Mall (8)
Orlando, FL 
1986
2002
1,071,832
100.0%
55.12

758.4

 
DDR Joint Venture (7)
Various, U.S.A.
Various
2007
8,351,983
91.6%
15.61

636.2

 
The Forum at Carlsbad
Carlsbad, CA
2003
2011
265,707
96.5%
39.95

221.0

(4)  
Miami International Mall (8)
Miami, FL 
1982
2002
304,269
100.0%
54.04

166.0

 
Florida Retail Portfolio (9)
Various, FL
1974, 2005
2006
436,277
99.6%
25.29

150.6

 
West Town Mall (8)
Knoxville, TN 
1972
2002
961,143
100.0%
17.60

140.4

 
Valencia Town Center (16)
Valencia, CA
1991
2012
1,076,311
97.1%
17.85

138.8

 
Pacific City (23)
Huntington Beach, CA
2015
2016
189,945
92.9%
36.95

134.9

 
Westwood Marketplace 
Los Angeles, CA 
1950
2002
202,202
100.0%
30.56

131.9

 
Bridgepointe Shopping Center
San Mateo, CA
1998
2017
229,769
81.5%
28.41

124.5

 
Plaza America
Reston, VA
1995
2014
164,398
92.7%
34.32

117.0

 
The Shops at Wisconsin Place (14)
Chevy Chase, MD
2007-2010
2012
117,202
97.5%
49.91

110.0

 
Marketfair
West Windsor, NJ
1987
2006
242,866
97.8%
27.85

102.9

 
Charleston Plaza
Mountain View, CA
2006
2012
132,590
100.0%
36.71

93.0

 
Publix at Weston Commons
Weston, FL
2005
2006
126,922
98.9%
28.42

74.8

 
South Denver Marketplace
Denver, CO
1996-1998
2013
261,135
100.0%
16.16

72.7

 
32 South State Street
Chicago, IL
1925
2016
96,354
100.0%
27.58

48.3

(4)  
Southside at McEwen
Franklin, TN
2012
2014
92,470
100.0%
25.34

48.2

 
401 West 14th Street (18)
New York, NY
1923, 2007
2014
62,200
100.0%
136.94

46.4

 
1619 Walnut Street
Philadelphia, PA
1937, 2013
2013
34,047
100.0%
41.33

24.1

 
Subtotal—Retail Properties
 
 
 
95.3%
 
$
4,184.5

   
OTHER COMMERCIAL PROPERTIES
 
 
 
425 Park Avenue (10)
New York, NY
N/A
2011
N/A
N/A
 N/A
$
457.0

 
Storage Portfolio I (11)
Various, U.S.A. 
1972, 1990 
2003
1,681,229
93.2%
18.70

177.5

 
Storage Portfolio II (29)
Various, U.S.A. 
Various
2017
2,300,756
95.8%
11.78

91.8

 
9625 Towne Centre Drive (28)
San Diego, CA
N/A
2017
N/A
N/A
N/A
15.1

 
Subtotal—Other Commercial Properties
 
 
 
94.7%
 

$
741.4

 
Subtotal—Commercial Properties
 
 
 
91.6%
 

$
17,082.7

 
RESIDENTIAL PROPERTIES
 
 

 
 
Palomino Park
Highlands Ranch, CO
1996-2001
2005
N/A
94.2%
N/A
$
329.7

(4)  
The Colorado 
New York, NY 
1987
1999
N/A
96.0%
N/A
256.2

(4)  
The Corner
New York, NY 
2010
2011
N/A
91.8%
N/A
251.0

(4)  
The Woodley
Washington, D.C.
2014
2014
N/A
94.3%
N/A
191.0

 
MiMA (15)
New York, NY 
2010
2012
N/A
97.0%
N/A
189.2

 

27


Property
Location
Year
Built
Year
Purchased
Rentable
Area
(Sq. ft.) (1)
Percent
Leased
Annual Avg.
Base Rent
Per Leased
Sq. Ft. (2)
Fair
Value (3)
(in millions)
Stella
Marina Del Rey, CA
2013
2013
N/A
93.4%
N/A
$
179.7

 
The Louis at 14th
Washington, D.C.
2013-2014
2014
N/A
93.3%
N/A
176.0

 
Mass Court
Washington, D.C.
2004
2012
N/A
85.7%
N/A
171.0

(4)  
250 North 10th Street
Brooklyn, NY
2014
2015
N/A
95.3%
N/A
163.1

 
BLVD63
San Diego, CA 
2014
2016
N/A
92.2%
N/A
162.1

 
Houston Apartment Portfolio
Houston, TX
1984-2004
2006
N/A
90.3%
N/A
158.7

 
The Manor at Flagler Village
Fort Lauderdale, FL
2014
2015
N/A
90.8%
N/A
148.1

 
Holly Street Village
Pasadena, CA
1997
2013
N/A
94.4%
N/A
148.0

 
Larkspur Courts 
Larkspur, CA 
1991
1999
N/A
87.9%
N/A
143.7

 
The Legacy at Westwood
Los Angeles, CA 
2001
2002
N/A
94.7%
N/A
143.0

(4)  
The Palatine
Arlington, VA
2008
2011
N/A
94.3%
N/A
123.2

(4)  
Union - South Lake Union
Seattle, WA
2012
2015
N/A
93.7%
N/A
111.0

 
Ashford Meadows Apartments
Herndon, VA 
1998
2000
N/A
91.1%
N/A
107.3

(4)  
South Florida Apartment Portfolio
Boca Raton and Plantation, FL
1986
2001
N/A
93.1%
N/A
105.1

 
Regents Court
San Diego, CA 
2001
2002
N/A
93.2%
N/A
99.1

(4)   
Circa Green Lake
Seattle, WA
2009
2012
N/A
93.0%
N/A
97.5

 
Casa Palma
Coconut Creek, FL
2014
2015
N/A
90.3%
N/A
95.0

 
803 Corday
Naperville, IL
1999
2017
N/A
84.1%
N/A
94.5

 
Township Apartments
Redwood City, CA
2014
2014
N/A
96.2%
N/A
89.8

 
Oceano at Warner Center
Woodland Hills, CA
2012
2013
N/A
95.1%
N/A
89.0

 
The Residences at the Village of Merrick Park
Coral Gables, FL
2003
2012
N/A
79.2%
N/A
76.0

 
Greene Crossing
Columbia, SC
2015
2016
N/A
99.7%
N/A
67.2

 
The Bridges
Minneapolis, MN
2014
2017
N/A
100.0%
N/A
62.4

 
Prescott Wallingford Apartments
Seattle, WA
2012
2012
N/A
94.8%
N/A
62.0

 
Allure at Camarillo
Camarillo, CA
2003
2017
N/A
87.3%
N/A
59.6

 
The Maroneal
Houston, TX
1998
2005
N/A
91.3%
N/A
56.6

 
The Manor Apartments
Plantation, FL
2013
2014
N/A
97.0%
N/A
52.6

 
Westcreek
Westlake Village, CA 
1988
1997
N/A
93.7%
N/A
51.4

 
The Cordelia
Portland, OR
2014
2015
N/A
87.4%
N/A
49.0

 
Cliffs at Barton Creek
Austin, TX
1994
2013
N/A
89.0%
N/A
45.9

 
Orion on Orpington
Orlando, FL
2007
2017
N/A
99.5%
N/A
44.4

 
The Ashton
Washington, D.C.
2009
2015
N/A
69.4%
N/A
37.5

 
The Knoll
Minneapolis, MN
2013
2017
N/A
99.8%
N/A
34.0

(4)   
Subtotal—Residential Properties
 
93.5%
 
$
4,520.6

 
Total—All Properties
92.0%
 
$
21,603.3

 
(1)  
The square footage is an approximate measure and is subject to periodic remeasurement.
(2)  
Based on total contractual rent for leases existing as of December 31, 2017. The contractual rent can be either on a gross or net basis, depending on the terms of the leases.
(3)  
Fair value reflects the value determined in accordance with the procedures as stated in the valuation section of the Notes to the Consolidated Financial Statements.
(4)  
Property is subject to a mortgage. The fair value shown represents the Account's interest gross of debt.
(5)  
This property is held in a joint venture primarily with Boston Properties. Fair value shown reflects the value of the Account’s 50% interest in the joint venture, net of debt.
(6)  
The Account owns a 50.25% interest in a private REIT, which owns this property. A 49.70% interest is owned by Societe Immobiler Trans-Quebec, and 0.05% is owned by 100 individuals. Fair value shown reflects the value of the Account’s interest in the joint venture.

28


(7)  
This investment is held in a joint venture with DDR Corp. and consists of 23 properties located in 10 states. Fair Value shown reflects the value of the Account's 85% interest in the joint venture, net of debt.
(8)  
This investment is held in a joint venture with the Simon Property Group. Fair value shown reflects the value of the Account’s 50% interest in the joint venture, net of debt.
(9)  
This investment is held in a joint venture with Weingarten Realty Investors and contains two neighborhood and/or community shopping centers located in the Orlando and Tampa, Florida areas. Fair value shown reflects the value of the Account’s 80% interest in the joint venture.
(10)  
Represents a fee interest encumbered by a ground lease real estate investment.
(11)  
This investment is held in a joint venture with Storage U.S.A. Fair value shown reflects the value of the Account’s 75% interest in the joint venture, net of debt.
(12)  
This property is held in a joint venture with SCD 400 Fairview, LLC. Fair value shown reflects the value of the Account’s 90% interest in the joint venture.
(13)  
This property is held in a joint venture with Allianz US Private REIT LP. Fair value shown reflects the Account's 51% interest in the joint venture, net of debt.
(14)  
Fair value shown reflects a retail property wholly-owned by the Account, as well as the Account's 33.3% interest in a joint venture investment.
(15)  
This property is held in a joint venture with The Related Companies. Fair value shown reflects the value of the Account’s 70% interest in the joint venture, net of debt.
(16)  
This property is held in a joint venture with Westfield LLC. Fair value shown reflects the value of the Account’s 50% interest in the joint venture, net of debt.
(17)  
This property is held in a joint venture with Norges Bank Investment Management. Fair value shown reflects the value of the Account’s 50.1% interest in the joint venture.
(18)  
This property is held in a joint venture with Taconic Investment Partners LLC. Fair value shown reflects the value of the Account’s 42.2% interest in the joint venture, net of debt.
(19)  
This property is held in a joint venture with ARE - MA Region No. 54 LLC. Fair value shown reflects the value of the Account’s 70% interest in the joint venture.
(20)  
This property is held in a joint venture with Alexandria Real Estate Equities. Fair value shown reflects the value of the Account’s 40% interest in the joint venture.
(21)  
This property is held in a joint venture with Alexandria Real Estate Equities. Fair value shown reflects the value of the Account’s 49.9% interest in the joint venture.
(22)  
This property is held in a joint venture with Alexandria Real Estate Equities. Fair value shown reflects the value of the Account’s 45% interest in the joint venture.
(23)  
This property is held in a joint venture with DJM Capital Partners. Fair value shown reflects the value of the Account’s 70% interest in the joint venture.
(24)  
This property is held in a joint venture with General Growth Properties. Fair value shown reflects the value of the Account’s 50% interest in the joint venture, net of debt.
(25)  
This property is held in a joint venture with Metro Realty Holdings. Fair value shown reflects the value of the Account’s 95% interest in the joint venture, net of debt.
(26)  
This property is held in a joint venture with Taconic Investment Partners, LLC. Fair value shown reflects the value of the Account’s 61.46% interest in the joint venture, net of debt.
(27)  
This property is held in a joint venture with MRA 48-49 LIC, LLC. Fair value shown reflects the value of the Account’s 97.5% interest in the joint venture.
(28)  
This property is held in a joint venture with Alexandria Real Estate Equities. Fair value shown reflects the value of the Account’s 35.86% interest in the joint venture.
(29)  
This investment is held in a joint venture with Extra Space Storage, Inc. Fair value shown reflects the value of the Account’s 90% interest in the joint venture, net of debt.
(30)  
A portion of this investment consists of land for development that was acquired on December 19, 2017.

29


Commercial (Non-Residential) Investments
At December 31, 2017 , the Account held 100 commercial (non-residential) investments in its portfolio, including two portfolios of storage facilities located throughout the United States. Of these investments, 27 were held through joint ventures and 23 were subject to mortgages (including 13 joint venture investments). Although the terms vary under each lease, certain expenses, such as real estate taxes and other operating expenses are paid or reimbursed in whole or in part by the tenants.
Management believes that the Account’s portfolio is diversified by both property type and geographic location. The portfolio consists of:
•
Office. 39 investments containing approximately 18.3 million square feet located in nine states and the District of Columbia.
•
Industrial. 35 investments containing approximately 30.1 million square feet located in ten states.
•
Retail. 22 investments containing approximately 18.1 million square feet located in 16 states. One of the retail investments is an 85% interest in a portfolio containing 23 individual retail shopping centers primarily located throughout the Eastern and Southern regions.
•
Other-Land (425 Park Avenue). The Account has a fee interest encumbered by a ground lease real estate investment located in New York, NY.
•
Other-Land (9625 Towne Centre Drive). The Account has a joint venture investment in land held for future development.
•
Other-Storage. The Account has two joint venture investments of storage facilities located throughout the United States containing approximately 4.0 million square feet.
Major Tenants: The following tables list the Account’s ten most significant tenants based on the total space they occupied as of December 31, 2017 in each of the Account’s commercial property types.
Major Office Tenants
 
Occupied Sq. Ft.
 
% of
Total Rentable
Area of
Account’s
 Office Properties  
 
% of
Total Rentable
Area of
Non-Residential
Properties
BHP Petroleum (Americas), Inc. (1)
 
1,143,464

 
6.2
%
 
1.7
%
Microsoft Corporation (2)
 
479,193

 
2.6
%
 
0.7
%
Crowell & Moring LLP (2)
 
399,471

 
2.2
%
 
0.6
%
Atmos Energy Corporation (2)
 
312,238

 
1.7
%
 
0.5
%
Biogen MA Inc (1)
 
305,212

 
1.7
%
 
0.5
%
Eli Lilly and Company (1)
 
305,006

 
1.7
%
 
0.5
%
Bank of New York Mellon (1)
 
281,071

 
1.5
%
 
0.4
%
Fibrogen Inc (1)
 
238,707

 
1.3
%
 
0.4
%
Bridgewater Associates LP (2)
 
227,883

 
1.2
%
 
0.3
%
Pearson Education Inc (2)
 
225,299

 
1.2
%
 
0.3
%

30


Major Industrial Tenants
 
Occupied Sq. Ft.
 
% of
Total Rentable
Area of
Account’s
Industrial Properties
 
% of
Total Rentable
Area of
Non-Residential
Properties
Wal-Mart Stores, Inc. (2)
 
1,099,112

 
3.7
%
 
1.7
%
Regal West Corporation (2)
 
968,535

 
3.2
%
 
1.5
%
Restoration Hardware, Inc. (2)
 
886,052

 
2.9
%
 
1.3
%
Kumho Tire U.S.A. Inc. (2)
 
830,485

 
2.8
%
 
1.2
%
Del Monte Fresh Product, N.A., Inc. (2)
 
689,660

 
2.3
%
 
1.0
%
Amazon.com (2)
 
684,988

 
2.3
%
 
1.0
%
R.R Donnelley & Sons Company (2)
 
659,157

 
2.2
%
 
1.0
%
Rheem Sales Company, Inc. (2)
 
656,600

 
2.2
%
 
1.0
%
Global Equipment Company, Inc. (2)
 
647,228

 
2.1
%
 
1.0
%
Campbell Soup Supply Company (2)
 
573,000

 
1.9
%
 
0.9
%
Major Retail Tenants
 
Occupied Sq. Ft.
 
% of
Total Rentable
Area of
Account’s
Retail Properties
 
% of
Total Rentable
Area of
Non-Residential
Properties
Dick's Sporting Goods, Inc. (1)
 
599,887

 
3.3
%
 
0.9
%
Macy's Inc. (1)
 
496,603

 
2.7
%
 
0.7
%
Belk, Inc. (1)
 
371,706

 
2.1
%
 
0.6
%
Kohl's Corporation (1)
 
349,777

 
1.9
%
 
0.5
%
J.C. Penney Corporation, Inc (1)
 
327,027

 
1.8
%
 
0.5
%
Ross Stores, Inc. (1)
 
320,189

 
1.8
%
 
0.5
%
PetSmart, Inc. (3)
 
308,294

 
1.7
%
 
0.5
%
Nordstrom Inc. (3)
 
304,610

 
1.7
%
 
0.5
%
Bed Bath and Beyond Inc. (3)
 
274,897

 
1.5
%
 
0.4
%
Best Buy Co., Inc. (3)
 
266,914

 
1.5
%
 
0.4
%
(1)  
Tenant occupied space within joint venture investments.
(2)  
Tenant occupied space within wholly-owned property investments.
(3)  
Tenant occupied space within wholly-owned property investments and joint venture investments.

31


The following tables list the rentable area for long term leases subject to expiring leases during the next ten years and an aggregate figure for expirations in 2028 and after, in the Account’s commercial (non-residential) properties that are both wholly-owned by the Account and held within the Account’s joint venture investments. While many of the leases contain renewal options with varying terms, these charts assume that none of the tenants exercise their renewal options, including those with terms that expired on December 31, 2017 or are month to month leases.
Office Properties
Year of
Lease Expiration
 
Number of
Tenants with
Expiring Leases
 
Rental Income
Associated with Such
Leases (in millions) (1)
 
Expiring Rent as
a % of
Rental Revenue (1)
 
Rentable Area
Subject to Expiring
Leases (sq. ft.)
 
% of
Total Rentable
Area of Account’s
Office Properties
Represented by
Expiring Leases
2018
 
145

 
$
31.9

 
2.0
%
 
1,804,560

 
9.8
%
2019
 
107

 
26.6

 
1.7
%
 
1,490,087

 
8.1
%
2020
 
112

 
24.8

 
1.6
%
 
1,238,303

 
6.8
%
2021
 
100

 
39.7

 
2.5
%
 
2,169,627

 
11.8
%
2022
 
86

 
27.3

 
1.7
%
 
1,447,026

 
7.9
%
2023
 
51

 
31.2

 
2.0
%
 
1,076,236

 
5.9
%
2024
 
49

 
34.6

 
2.2
%
 
1,389,215

 
7.6
%
2025
 
49

 
38.8

 
2.5
%
 
1,075,773

 
5.9
%
2026
 
23

 
36.8

 
2.3
%
 
1,242,177

 
6.8
%
2027
 
14

 
9.5

 
0.6
%
 
283,086

 
1.5
%
Thereafter
 
38

 
157.8

 
10.1
%
 
2,421,977

 
13.2
%
Total
 
774

 
$
459.0

 
29.2
%
 
15,638,067

 
85.3
%
Industrial Properties
Year of
Lease Expiration
 
Number of
Tenants with
Expiring Leases
 
Rental Income
Associated with Such
Leases (in millions) (1)
 
Expiring Rent as
a % of
Rental Revenue (1)
 
Rentable Area
Subject to Expiring
Leases (sq. ft.)
 
% of
Total Rentable
Area of Account’s
Industrial Properties
Represented by
Expiring Leases
2018
 
91

 
$
12.8

 
0.8
%
 
5,389,412

 
17.9
%
2019
 
98

 
8.6

 
0.5
%
 
2,831,141

 
9.4
%
2020
 
84

 
15.0

 
1.0
%
 
5,217,347

 
17.3
%
2021
 
67

 
15.7

 
1.0
%
 
4,182,295

 
13.9
%
2022
 
68

 
15.1

 
1.0
%
 
5,211,508

 
17.3
%
2023
 
22

 
6.7

 
0.4
%
 
1,671,885

 
5.6
%
2024
 
10

 
3.9

 
0.2
%
 
1,380,239

 
4.6
%
2025
 
12

 
5.0

 
0.3
%
 
705,155

 
2.3
%
2026
 
6

 
5.6

 
0.4
%
 
829,665

 
2.8
%
2027
 
7

 
1.0

 
0.1
%
 
293,352

 
1.0
%
Thereafter
 
1

 
—

 
—
%
 
19,320

 
0.1
%
Total
 
466

 
$
89.4

 
5.7
%
 
27,731,319

 
92.2
%

32


Retail Properties
Year of
Lease Expiration
 
Number of
Tenants with
Expiring Leases
 
Rental Income
Associated with Such
Leases (in millions) (1)
 
Expiring Rent as
a % of
Rental Revenue (1)
 
Rentable Area
Subject to Expiring
Leases (sq. ft.)
 
% of
Total Rentable
Area of Account’s
Retail Properties
Represented by
Expiring Leases
2018
 
257

 
$
17.8

 
1.1
%
 
1,412,539

 
7.8
%
2019
 
258

 
16.1

 
1.0
%
 
1,861,769

 
10.3
%
2020
 
248

 
18.4

 
1.2
%
 
1,607,886

 
8.9
%
2021
 
263

 
19.4

 
1.2
%
 
1,990,624

 
11.0
%
2022
 
226

 
15.8

 
1.0
%
 
2,305,081

 
12.7
%
2023
 
161

 
12.8

 
0.8
%
 
1,575,690

 
8.7
%
2024
 
127

 
13.4

 
0.9
%
 
753,031

 
4.2
%
2025
 
140

 
20.5

 
1.3
%
 
931,649

 
5.1
%
2026
 
101

 
10.4

 
0.7
%
 
931,213

 
5.1
%
2027
 
77

 
6.7

 
0.4
%
 
564,358

 
3.1
%
Thereafter
 
47

 
12.8

 
0.8
%
 
1,070,538

 
5.9
%
Total
 
1,905

 
$
164.1

 
10.4
%
 
15,004,378

 
82.8
%
(1)  
Rental income includes income from wholly-owned properties, which is shown as Rental income on the Consolidated Statements of Operations, as well as income from properties held in joint venture investments, which is included in Income from real estate joint ventures and limited partnerships on the Consolidated Statements of Operations.
Certain leases provide for additional rental amounts based upon the recovery of actual operating expenses in excess of specified base amounts, sales volume or contractual increases as defined in the lease agreement. These contractual contingent rentals are not included in the table above.
The following table details the leasing activity during the year ended December 31, 2017 .
 
Leasing Activity
(sq. ft.)
 
Vacant space beginning of year
5,382,901

 
Vacant space acquired during the year
413,658

 
Vacant space disposed of during the year
(41,736
)
 
Vacant space placed into service during the year
(6,255,484
)
 
Expiring leases during the year
6,186,475

 
Vacant space end of year
5,685,814

 
Average remaining lease term*
48 months

 
* Includes office, industrial and retail properties.
Based on leases in place at December 31, 2017 , leases representing approximately 12.9% of net rentable area are scheduled to expire throughout 2018. Rents associated with such lease expirations are generally at or below prevailing market rents in the Account’s primary metropolitan markets.
Residential Properties
The Account’s residential property investment portfolio consisted of 38 properties as of December 31, 2017 , comprised of first class or luxury multi-family, garden, mid-rise, and high-rise apartment buildings, including one investment held in a joint venture. The portfolio contains approximately 12,924 units located in 11 states and the District of Columbia. The portfolio was 93.5% leased as of December 31, 2017 . Ten of the residential properties in the portfolio are subject to mortgages, including one joint venture investment. The complexes generally contain one to three bedroom apartment units with a range of amenities, such as patios or balconies, washers and dryers, and central air conditioning. Many of these apartment communities have on-site fitness facilities, including some with swimming pools. Rents on each of the properties tend to be comparable with competitive communities and are not subject to rent regulation. The Account is resp

33


onsible for the expenses of operating its residential properties. As of December 31, 2017 , the Account’s residential properties had an aggregate fair value of approximately $4.5 billion.
The following table contains detailed information regarding the apartment complexes in the Account’s portfolio as of December 31, 2017 .
Property
 
Location
 
Number
Of Units
 
Average
Unit Size
(Sq. Ft.)
 
Avg. Rent
Per Unit/
Per Month
Palomino Park (1)
 
Highlands Ranch, CO
 
1,184

 
1,100

 
1,765

Houston Apartment Porfolio (1)
 
Houston, TX
 
877

 
1,158

 
1,722

Greene Crossing (2)
 
Columbia, SC
 
727

 
369

 
830

The Bridges (2)
 
Minneapolis, MN
 
720

 
262

 
514

Orion on Orpington (2)
 
Orlando, FL
 
624

 
324

 
592

South Florida Apartment Portfolio (1)
 
Boca Raton and Plantation, FL
 
550

 
888

 
1,452

MiMA
 
New York, NY
 
500

 
739

 
4,547

The Knoll (2)
 
Minneapolis, MN
 
452

 
230

 
442

Ashford Meadows Apartments
 
Herndon, VA
 
440

 
1,050

 
1,712

803 Corday
 
Naperville, IL
 
440

 
937

 
1,540

The Manor at Flagler Village
 
Fort Lauderdale, FL
 
382

 
964

 
2,309

Holly Street Village
 
Pasadena, CA
 
374

 
879

 
2,318

Mass Court
 
Washington, D.C.
 
371

 
834

 
2,791

Casa Palma
 
Coconut Creek, FL
 
350

 
1,123

 
1,943

BLVD 63
 
San Diego, CA
 
332

 
1,250

 
3,521

The Maroneal
 
Houston, TX
 
309

 
928

 
1,590

Union - South Lake Union
 
Seattle, WA
 
284

 
696

 
2,065

The Louis at 14th
 
Washington, D.C.
 
268

 
665

 
3,066

The Palatine
 
Arlington, VA
 
262

 
1,055

 
2,689

Regents Court
 
San Diego, CA
 
251

 
886

 
2,237

Larkspur Courts
 
Larkspur, CA
 
248

 
1,001

 
3,273

Oceano at Warner Center
 
Woodland Hill, CA
 
244

 
935

 
2,200

Stella
 
Marina Del Rey, CA
 
244

 
970

 
3,527

250 North 10th Street
 
Brooklyn, NY
 
234

 
676

 
3,609

The Woodley
 
Washington, D.C.
 
212

 
1,117

 
4,631

Cliffs at Barton Creek
 
Austin, TX
 
210

 
952

 
1,615

Circa Green Lake
 
Seattle, WA
 
199

 
765

 
2,157

The Manor Apartments
 
Plantation, FL
 
197

 
977

 
2,176

The Corner
 
New York, NY
 
196

 
791

 
6,442

The Legacy at Westwood
 
Los Angeles, CA
 
187

 
1,181

 
4,804

The Colorado
 
New York, NY
 
175

 
876

 
6,298

Allure at Camarillo
 
Camarillo, CA
 
165

 
880

 
2,036

Prescott Wallingford Apartments
 
Seattle, WA
 
154

 
663

 
1,888

The Cordelia
 
Portland, OR
 
135

 
667

 
1,838

Township Apartments
 
Redwood City, CA
 
132

 
914

 
3,565

Westcreek
 
Westlake Village, CA
 
126

 
951

 
2,563

The Residences at the Village of Merrick Park
 
Coral Gables, FL
 
120

 
1,231

 
3,484

The Ashton
 
Washington, D.C.
 
49

 
1,612

 
4,277

(1)  
Represents a portfolio containing multiple properties.
(2)  
This investment is a student housing asset. Units at this investment are rented per bedroom, and multiple bedrooms can exist in one unit.  Average rent per month in the table above is reflective of average rent per bedroom.

34


ITEM 3. LEGAL PROCEEDINGS.
In the normal course of business, the Account may be named, from time to time, as a defendant or may be involved in various legal actions, including arbitrations, class actions and other litigation.
The Account establishes an accrual for all litigation and regulatory matters when it believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be higher or lower than the amounts accrued for those matters.
As of the date of this annual report, management of the Account does not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material effect on the Account’s business, financial position or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.


35


PART II

ITEM 5. MARKET FOR THE REGISTRANT’S SECURITIES, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information . There is no established public trading market for securities issued by the Account. Accumulation units in the Account are sold to eligible participants at the Account’s current accumulation unit value, which is based on the value of the Account’s then current net assets and are redeemable in accordance with the terms of the participant’s contract. For the period from January 1, 2017 to December 31, 2017 , the high and low accumulation unit values for the Account were $ 398.329 and $ 381.785 , respectively. For the period January 1, 2016 to December 31, 2016 , the high and low accumulation unit values for the Account were $ 381.636 and $ 362.267 , respectively.
Holders . The approximate number of Account contract owners at December 31, 2017 was 1,045,110 .
Dividends . Not applicable.
Securities Authorized for Issuance under Equity Compensation Plans . Not applicable.
Use of Proceeds . Not applicable.
Purchases of Equity Securities by Issuer . Not applicable.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data should be considered in conjunction with the Account’s Consolidated Financial Statements and notes provided in this Form 10-K (amounts in millions except for per accumulation unit amounts).
 
 
Years Ended December 31,
2017
 
2016
 
2015
 
2014
 
2013
Investment income:
 
 
 
 
 
 
 
 
 
 
Real estate income, net
 
$
582.0

 
$
546.4

 
$
486.2

 
$
457.0

 
$
391.0

Income from real estate joint ventures and limited partnerships
 
214.1

 
161.8

 
140.1

 
148.1

 
104.7

Dividends and interest
 
80.4

 
58.9

 
57.6

 
47.7

 
45.1

Total investment income
 
876.5

 
767.1

 
683.9

 
652.8

 
540.8

Expenses
 
205.2

 
202.0

 
182.9

 
163.0

 
145.1

Investment income, net
 
671.3

 
565.1

 
501.0

 
489.8

 
395.7

Net realized and unrealized gains on investments and mortgage loans payable
 
387.1

 
619.8

 
1,145.4

 
1,628.4

 
1,060.2

Net increase in net assets resulting from operations
 
1,058.4

 
1,184.9

 
1,646.4

 
2,118.2

 
1,455.9

Participant transactions, net
 
(420.5
)
 
759.8

 
884.6

 
802.9

 
916.3

TIAA redemption of Liquidity Units
 
—

 
—

 
—

 
—

 
(325.4
)
Net increase in net assets
 
$
637.9

 
$
1,944.7

 
$
2,531.0

 
$
2,921.1

 
$
2,046.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Years Ended December 31,
2017
 
2016
 
2015
 
2014
 
2013
Total assets
 
$
27,453.6

 
$
26,985.2

 
$
24,399.4

 
$
22,408.7

 
$
19,417.1

Total liabilities
 
2,511.0

 
2,680.5

 
2,039.4

 
2,579.7

 
2,509.2

Total net assets
 
$
24,942.6

 
$
24,304.7

 
$
22,360.0

 
$
19,829.0

 
$
16,907.9

Number of per accumulation unit amounts
 
61.3

 
62.4

 
60.4

 
57.9

 
55.3

Net asset value, per accumulation unit
 
$
398.329

 
$
381.636

 
$
362.773

 
$
335.393

 
$
298.872

Mortgage loans payable
 
$
2,238.3

 
$
2,332.1

 
$
1,794.4

 
$
2,373.8

 
$
2,279.1


36


Quarterly Selected Financial Data
The following quarterly selected unaudited financial data for each full quarter of 2017 and 2016 are derived from the Consolidated Financial Statements of the Account for the years ended December 31, 2017 and 2016 (amounts in millions).
 
 
2017
 
Year Ended December 31, 2017
For the Three Months Ended
 
March 31
 
June 30
 
September 30
 
December 31
 
Investment income, net
 
$
139.2

 
$
166.0

 
$
180.6

 
$
185.5

 
$
671.3

Net realized and unrealized gain on investments and mortgage loans payable
 
135.1

 
32.3

 
86.2

 
133.5

 
387.1

Net increase in net assets resulting from operations
 
$
274.3

 
$
198.3

 
$
266.8

 
$
319.0

 
$
1,058.4

Total return
 
1.13
%
 
0.81
%
 
1.08
%
 
1.29
%
 
4.37
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
Year Ended December 31, 2016
For the Three Months Ended
 
March 31
 
June 30
 
September 30
 
December 31
 
Investment income, net
 
$
121.7

 
$
153.0

 
$
136.5

 
$
153.9

 
$
565.1

Net realized and unrealized gain on investments and mortgage loans payable
 
302.1

 
144.5

 
25.9

 
147.3

 
619.8

Net increase in net assets resulting from operations
 
$
423.8

 
$
297.5

 
$
162.4

 
$
301.2

 
$
1,184.9

Total return
 
1.89
%
 
1.28
%
 
0.68
%
 
1.26
%
 
5.20
%


37


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE ACCOUNT’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of the Account's financial condition and results of operations should be read together with the consolidated financial statements and notes contained in this report and with consideration to the sub-section entitled “Forward-looking Statements,” which begins below, and the section entitled “Item 1A. Risk Factors.” The past performance of the Account is not indicative of future results.
Forward-looking Statements
Some statements in this Form 10-K which are not historical facts may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about management’s expectations, beliefs, intentions or strategies for the future, include the assumptions and beliefs underlying these forward-looking statements, and are based on current expectations, estimates and projections about the real estate industry, domestic and global economic conditions, including conditions in the credit and capital markets, the sectors, and markets in which the Account invests and operates, and the transactions described in this Form 10-K. While management believes the assumptions underlying its forward-looking statements and information to be reasonable, such information may be subject to uncertainties and may involve certain risks which may be difficult to predict and are beyond management’s control. These risks and uncertainties could cause actual results to differ materially from those contained in any forward-looking statement. These risks and uncertainties include, but are not limited to, the following:
•
Acquiring and Owning Real Estate. The risks associated with acquiring and owning real property, including general economic and real estate market conditions, the availability of, and economic cost associated with, financing the Account’s properties, the risk that the Account’s properties become too concentrated (whether by geography, sector or by tenant mix), competition for acquiring real estate properties, leasing risk (including tenant defaults) and the risk of uninsured losses at properties (including due to terrorism, natural disasters, and acts of violence);
•
Selling Real Estate. The risk that the sales price of a property might differ, perhaps significantly, from its estimated or appraised value, leading to losses or reduced profits to the Account, the risk that the Account might not be able to sell a property at a particular time for a price which management believes represents its fair or full value, the risk of a lack of availability of financing (for potential purchasers of the Account’s properties), risks associated with disruptions in the credit and capital markets, and the risk that the Account may be required to make significant expenditures before the Account is able to market and/or sell a property;
•
Valuation. The risks associated with property valuations, including the fact that appraisals can be subjective in a number of respects and the fact that the Account’s appraisals are generally obtained on a quarterly basis and there may be periods in between appraisals of a property during which the value attributed to the property for purposes of the Account’s daily accumulation unit value may be more or less than the actual realizable value of the property;
•
Borrowing. Risks associated with financing the Account’s properties, including the risk of default on loans secured by the Account’s properties (which could lead to foreclosure), the risk of default under unsecured line of credit or credit facilities underwritten by third-party lenders, the risk associated with high loan-to-value ratios on the Account’s properties (including the fact that the Account may have limited, or no net value in such a property), the risk that significant sums of cash could be required to make principal and interest payments on the loans and the risk that the Account may not have the ability to obtain financing or refinancing on favorable terms (or at all), which may be aggravated by general disruptions in credit and capital markets;
•
Participant Transactions and Cash Management. Investment risk associated with participant transactions, in particular that (i) significant net participant transfers out of the Account may impair our ability to pursue or consummate new investment opportunities that are otherwise attractive to the Account and/ or may result in sales of real estate-related assets to generate liquidity, (ii) significant net participant transfers into the Account may result, on a temporary basis, in our cash holdings and/or holdings in liquid non-real estate-related investments exceeding our long-term targeted holding levels and (iii) high levels of cash and liquid non-real

38


estate-related investments in the Account during times of appreciating real estate values can impair the Account’s overall return;
•
Joint Venture Investments. The risks associated with joint ventures organized as limited partnerships or limited liability companies, as applicable, including the risk that a co-venturer may have interests or goals inconsistent with that of the Account, that a co-venturer may have financial difficulties, and the risk that the Account may have limited rights with respect to operation of the property and transfer of the Account’s interest;
•
Regulatory Matters. Uncertainties associated with environmental liability and regulations and other governmental regulatory matters such as zoning laws, rent control laws, and property taxes;
•
Foreign Investments. The risks associated with purchasing, owning and disposing foreign investments (primarily foreign real estate properties, foreign real estate loans, and foreign mezzanine and other debt), including political risk, the risk associated with foreign currency fluctuations (whether hedged or not), regulatory and taxation risks and risks of enforcing judgments;
•
Conflicts of Interest. Conflicts of interest associated with TIAA serving as investment manager of the Account and provider of the liquidity guarantee at the same time as TIAA and its affiliates are serving as an investment manager to other real estate accounts or funds, including conflicts associated with satisfying its fiduciary duties to all such accounts and funds associated with purchasing, selling and leasing of properties;
•
Required Property Sales. The risk that, if TIAA were to own too large a percentage of the Account’s accumulation units through funding the liquidity guarantee (as determined by the independent fiduciary), the independent fiduciary could require the sales of properties to reduce TIAA’s ownership interest, which sales could occur at times and at prices that depress the sale proceeds to the Account;
•
Government and Government Agency Securities. Risks associated with investment securities issued by U.S. government agencies and U.S. government-sponsored entities, including the risk that the issuer may not have their securities backed by the full faith and credit of the U.S. government, and that transaction activity may fluctuate significantly from time to time, which could negatively impact the value of the securities and the Account’s ability to dispose of a security at a favorable time; and
•
Liquid Assets and Securities. Risks associated with investments in real estate-related liquid assets (which could include, from time to time, registered or unregistered REIT securities and CMBS), and non-real estate-related liquid assets, including:
•
Financial/credit risk—Risks that the issuer will not be able to pay principal and interest when due or that the issuer’s earnings will fall;
•
Market volatility risk—Risk that the changing conditions in financial markets may cause the Account’s investments to experience price volatility;
•
Interest rate volatility risk—Risk that interest rate volatility may affect the Account’s current income from an investment or the pricing of that investment. In general, changing interest rates could have unpredictable effects on the markets and may expose markets to heightened volatility; and
•
Deposit/money market risk—Risks that the Account could experience losses if banks fail.
More detailed discussions of certain of these risk factors are contained in the section of this Form 10-K entitled “Item 1A. Risk Factors” and also in the section entitled “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” that could cause actual results to differ materially from historical experience or management’s present expectations.
Caution should be taken not to place undue reliance on management’s forward-looking statements, which represent management’s views only as of the date that this report is filed. Neither management nor the Account undertake any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, changed assumptions, future events or otherwise.
Commercial real estate market statistics discussed in this section are obtained by the Account from sources that management considers reliable, but some of the data are preliminary for the year or quarter ended December 31, 2017 and may be subsequently revised. Prior period data may have been adjusted to reflect updated calculations. Investors should not rely exclusively on the data presented below in forming a judgment regarding the current or prospective performance of the commercial real estate market generally.

39


2017 U.S. ECONOMIC AND COMMERCIAL REAL ESTATE OVERVIEW
The Account invests primarily in high-quality, core real estate in order to meet its investment objective of obtaining favorable long-term returns through rental income and the appreciation of its real estate holdings.
Economic Overview and Outlook
The U.S. economy was resilient during 2017, despite political uncertainty and several major natural disasters. According to the “advance estimate” from the Bureau of Economic Analysis (“BEA”), U.S. Gross Domestic Product (“GDP”) growth moderated slightly to 2.6% in the fourth quarter from 3.2% in the third quarter. Consumer spending made the largest contribution, but growth was also supported by business investment, particularly on equipment, the housing market, and government spending. The trade deficit and weak inventories brought down growth. Despite the moderation in fourth quarter growth, the current three-quarter stretch for GDP growth was the strongest in three years. For all of 2017, GDP increased at a 2.3% annual rate compared to 1.5% in 2016. The U.S. labor market also continued to expand during 2017, and is at or near full employment, a term used to indicate a labor market operating with little to no slack. Bureau of Labor Statistics data indicate that fourth quarter job growth totaled 647,000 as compared to 425,000 during the third quarter. For the year, 2.2 million jobs were added, generally consistent with 2.3 million in 2016. The unemployment rate ended the fourth quarter at 4.1%, down from 4.7% at the end of 2016 and has not been this low since late 2000.
Economic Indicators*
 
 
2017
 
1Q 2017
 
2Q 2017
 
3Q 2017
 
4Q 2017
 
Forecast
2018
 
2019
Economy (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Domestic Product ("GDP")
 
2.3%
 
1.2%
 
3.1%
 
3.2%
 
2.6%
 
2.7%
 
2.4%
Employment Growth (Thousands)
 
2,173
 
532
 
569
 
425
 
647
 
1,986
 
1,644
Unemployment Rate
 
4.4%
 
4.5%
 
4.3%
 
4.2%
 
4.1%
 
3.9%
 
3.8%
Interest Rates (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10 Year Treasury
 
2.3%
 
2.4%
 
2.3%
 
2.2%
 
2.4%
 
2.7%
 
3.2%
Sources: BEA, BLS, Federal Reserve, Blue Chip Consensus Forecasts, and Moody’s Analytics
*
Data subject to revision
(1)  
GDP growth rates are annual rates. Quarterly unemployment rates are the reported value for the final month of the quarter while average annual values represent a twelve-month average.
(2)  
The Treasury rates are an average over the stated time period.
The Federal Open Market Committee (“FOMC”) voted in December to raise the federal funds rate to a range of 1.25%-1.50%, based on growing optimism regarding economic growth and employment. The labor market has continued to strengthen and economic activity is rising at a solid rate. Despite hurricane-related fluctuations, job gains have been solid, and the unemployment rate has continued to decline. Household spending has been expanding at a moderate rate, and growth in business fixed investment has picked up in recent quarters. The increase marked the third 25 basis-point increase of 2017 and fifth hike since December 2015. Following the December 2017 increase, FOMC chairperson Janet Yellen noted that tax reform could potentially drive an increase in GDP growth.
Economic conditions suggest a continued positive foundation for real estate performance in 2018. However, uncertainty surrounding the economic and political outlook has increased. Interest rates have been increasing, and the Federal Reserve may be prompted to respond more aggressively with future increases than previously anticipated if recently enacted fiscal policy proves to be inflationary. Yields on U.S. Treasuries rose from under 2.00% to 2.60% as of early 2018 due to expectations of stronger economic growth and higher inflation over the longer term. Additionally, significant changes to the tax law, government spending, and the regulatory environment could generate near-term economic benefits, while others, such as restrictive trade and immigration policies, could have negative economic impacts over the longer term.
Economists’ expectations for the U.S. economy have not changed materially as of early 2018. Macroeconomic imbalances that have characterized previous downturns do not appear evident, despite the mature phase of the expansion, which is now entering its ninth year. Consequently, the January 2018 Blue Chip Economic Indicators publication puts

40


the odds of a 2018 recession at 16%, down from 18% a year ago. Blue Chip economists expect a modest near-term boost to GDP in 2018 and 2019 to 2.7% and 2.4%, respectively, as compared to the 2.3% annual rate for 2017. Contributing factors include cuts in corporate and personal income tax rates which could spur stronger business and consumer spending and increased potential government spending on infrastructure. Employment growth is expected to remain steady in 2018, due to a tight labor market and shrinking numbers of skilled workers. Continued GDP and employment growth of this magnitude would support ongoing improvement in commercial real estate market conditions.
Real Estate Market Conditions and Outlook
Commercial real estate transaction activity remained healthy, but less active than during 2016. Real Capital Analytics reported that sales of office, industrial, retail, multi-family and other commercial properties totaled $122.3 billion in the fourth quarter of 2017, down 13% from fourth quarter 2016. For all of 2017, transaction volume totaled $463.9 billion; down 7% from 2016 levels. The Green Street Advisors’ Commercial Property Price Index (“CPPI”) has been relatively flat throughout 2017, with a less than 1% decline in 2017 as compared to 2016. Reflecting changes in consumer spending and growth of e-commerce, the industrial and regional mall CPPI had the largest swings of 9% and -11%, respectively, over the past 12 months.
The NAREIT All Equity REIT index registered its fourth consecutive quarterly increase during the fourth quarter when the index increased 2.48%, as compared to a 1.11% increase during the third quarter. For the year, the NAREIT All Equity REIT index posted an 8.67% gain, essentially the same as 2016. For the quarter ending December 31, 2017, the NCREIF Fund Index Open-End Diversified Core Equity (“NFI-ODCE”) Equal Weight total return, net of fees increased considerably to 1.94% compared to third quarter’s 1.68% total return. For the year, the NFI-ODCE Equal Weight total return, net of fees was 6.92% The NFI-ODCE is a fund-level return index which includes property investments at ownership share, cash balances, and leverage. The Account’s real estate assets generated a 1.70% total return during the fourth quarter. Total returns were positive for the 31 st consecutive quarter, but at this stage in the cycle, income is the primary driver of returns.

CHART-431A1C54F04C90BF3F4.JPG

41


Data for the Account’s top five markets in terms of market value as of December 31, 2017 are provided below. These five markets represent 46.1% of the Account’s total real estate portfolio. Across all markets, the Account’s properties are 92.0% leased. Occupancy for properties in the Account’s Washington D.C. market is the weakest of the top five, reflective of elevated vacancy at two of the Account’s assets. Recently signed leases will increase future occupancy at these assets.
Top 5 Metro Areas by Fair Value
 
Account %
Leased Fair
Value
Weighted*
 
Number of
Property
Investments
 
Metro Area
Fair Value
as a % of Total
RE Portfolio**
 
Metro Area
Fair Value
as a % of Total
Investments**
New York-Jersey City-White Plains, NY-NJ
 
93.4%
 
16
 
12.9%
 
10.3%
Washington-Arlington-Alexandria, DC-VA-MD-WV
 
85.9%
 
13
 
11.2%
 
8.9%
Los Angeles-Long Beach-Glendale, CA
 
89.9%
 
12
 
8.8%
 
7.0%
Boston, MA
 
91.7%
 
5
 
6.9%
 
5.5%
San Francisco-Redwood City-South San Francisco, CA
 
89.7%
 
8
 
6.3%
 
5.0%
*Weighted by fair value, which differs from the calculations provided for market comparisons to CBRE-EA data and are used here to reflect the fair value of the Account’s monetary investments in those markets.
**Wholly-owned properties are represented at fair value and gross of any debt, while joint venture properties are represented at the net equity value.
Office
CB Richard Ellis Econometric Advisors (“CBRE-EA”) reported that the national office vacancy rate rose to 13.0% during the fourth quarter. The change in vacancy reflects a 10 basis-point increase from the third quarter as well as from the end of year 2016 rate of 12.9%. The increase represents the first year-over-year increase since 2010. Conditions varied across markets, but CBRE-EA data indicate that on a national basis, rents increased 1.8% in 2017, as compared to 1.3% growth in 2016. Demand for office space is driven by employment trends in office-using sectors such as finance and professional & business services. In the fourth quarter, job growth remained steady in both. The financial services sector added 21,000 jobs during the fourth quarter as compared to 33,000 in the third quarter while the professional and business services sector increased by 115,000 jobs during the fourth quarter compared to 120,000 in the third quarter. The financial services and professional and business services sectors added 134,000 and 527,000 jobs, respectively. For comparison, those same sectors added 176,000 and 534,000 jobs, respectively for 2016. Supply has increased from its post-recession lows, but continued projected steady employment growth bodes well for office market conditions in most major metropolitan areas in 2018.
The CBRE-EA reported market vacancy rates in the Account’s top five office markets remained steady during the fourth quarter of 2017, except in San Francisco where increasing supply caused vacancy rates to increase. Market vacancy rates in Washington, DC are elevated despite office-using employment growing at a favorable rate in the metro division. The smaller federal government footprint, along with a swollen pipeline of new supply has contributed to higher vacancy levels in the office market compared to other markets. The vacancy rate for the Account’s office portfolio improved to 14.1% during fourth quarter as compared to 15.1% in the third quarter. The average vacancy rate of the Account’s properties in Boston, Washington D.C., New York, and Seattle are above their respective market averages. Vacancy in the New York market remains high, and can be partially attributed to an industrial building that is being repositioned for office use.

42


 
 
 
 
 
 
Account Square Foot Weighted Average Vacancy
 
Market Vacancy*
Top 5 Office Metropolitan Areas
 
Total Sector by Metro Area ($M)
 
% of Total
Investments
 
2017 Q4
 
2017 Q3
 
2017 Q4
 
2017 Q3
Account / Nation
 
 
 
 
 
14.1%
 
15.1%
 
13.0%
 
12.9%
Boston, MA
 
$
1,459.5

 
5.4%
 
11.0%
 
10.9%
 
9.8%
 
9.8%
Washington-Arlington-Alexandria, DC-VA-MD-WV
 
1,450.2

 
5.3%
 
16.5%
 
16.5%
 
15.3%
 
15.4%
San Francisco-Redwood City-South San Francisco, CA
 
1,140.5

 
4.2%
 
7.5%
 
8.3%
 
7.8%
 
7.1%
New York-Jersey City-White Plains, NY-NJ
 
1,123.7

 
4.1%
 
22.1%
 
22.5%
 
9.4%
 
9.4%
Seattle-Bellevue-Everett, WA
 
977.7

 
3.6%
 
8.2%
 
8.2%
 
7.6%
 
7.8%
*
Source: CBRE-EA.
Market vacancy is defined as the percentage of space vacant. The Account’s vacancy is defined as the square foot-weighted percentage of un-leased space.
Industrial
The industrial sector remains solid and continues to expand supported by thirty consecutive quarters of positive net absorption. Industrial market conditions benefit from economic growth, which includes industrial production, international trade flows, and consumer spending. The appreciation of the dollar continued to weigh on export activity, but the decline in exports has been partially offset by growth in imports, which are a key driver of warehouse demand. Strong consumer spending has also had a positive impact on the industrial market, particularly in the e-commerce space, which has supported strong demand for warehouse space in many markets. Economic conditions and the increasing demand for warehouse space is reflected in the national industrial availability rate of 7.4% for 2017, the lowest rate since 2001. Construction has increased in response to historically low availability rates, but is concentrated in relatively few markets and often with a tenant lined up. National rent growth remained strong at 5.0% in 2017 as compared to 5.1% in 2016. With supply beginning to increase, the industrial market may be approaching a plateau; vacancy improvements are likely to become more modest, and near-term rent growth expectations more tempered.
Market availability rates as reported by CBRE-EA were near or below the national average in four of the Account’s top five industrial markets. As shown in the following table, the average vacancy rate of the Account’s industrial properties decreased during the fourth quarter to 7.6%, from 9.7% during the third quarter. The assets in the Los Angeles market saw a decrease in vacancy from the third quarter; however, vacancy sits 1.3% above the market average and is attributed to the timing of lease expirations. In the Tacoma-Lakewood market, vacancy decreased to 1.7% due to the recent signing of a number of small leases.
 
 
 
 
 
 
Account Square Foot Weighted Average Vacancy
 
Market Vacancy*
Top 5 Industrial Metropolitan Areas
 
Total Sector by
Metro Area ($M)
 
% of Total
Investments
 
2017 Q4
 
2017 Q3
 
2017 Q4
 
2017 Q3
Account / Nation
 
 
 
 
 
7.6%
 
9.7%
 
7.4%
 
7.4%
Riverside-San Bernardino-Ontario, CA
 
$
783.6

 
2.9%
 
0.0%
 
0.0%
 
6.5%
 
6.2%
Los Angeles-Long Beach-Glendale, CA
 
327.8

 
1.2%
 
5.7%
 
9.0%
 
4.4%
 
4.2%
New York-Jersey City-White Plains, NY-NJ
 
309.1

 
1.1%
 
2.4%
 
2.4%
 
6.9%
 
6.6%
Tacoma-Lakewood, WA
 
307.7

 
1.1%
 
1.7%
 
7.3%
 
4.7%
 
4.7%
Dallas-Plano-Irving, TX
 
266.5

 
1.0%
 
4.7%
 
4.7%
 
7.9%
 
7.6%
*
Source: CBRE-EA.
Market availability is the percentage of space available for rent. Account vacancy is the square foot-weighted percentage of un-leased space.
CBRE-EA considers Tacoma part of the Seattle industrial market. Market availability rates reflect the Seattle total.

43


Multi-Family
Apartment demand is generated from a combination of economic, demographic and socio-economic factors including job growth, household formations, and trends in the U.S. homeownership rate. Of the four main property types, the apartment market is the furthest along in its real estate cycle. The national apartment vacancy rate increased for the seventh consecutive quarter on a year-over-year basis and is now 4.9%, up slightly from 4.8% during fourth quarter 2016. At this point in the cycle, softening market conditions are not unexpected as rent growth decreased to -0.3% for 2017 as compared to 1.6% in 2016. A few major markets such as Boston, Chicago, Houston, and New York had negative rent growth for the year, which brought down the overall national average. With completions finally peaking, CBRE-EA expects that the apartment market will generally stabilize, with demand supported by increasing household formation and steady job growth.
The vacancy rate of the Account’s multi-family properties increased to average 6.5% in the fourth quarter of 2017 as compared with 6.4% in the third quarter. As shown in the following table, the average vacancy rate of the Account’s properties declined in three of its five top markets. New York’s increases in vacancy are primarily reflective of seasonal leasing patterns. Vacancy rates in Denver, Washington D.C., Los Angeles, and Fort Lauderdale can be attributed to the high amount of higher end product competing directly with the Account’s assets that have yet to be absorbed.
 
 
 
 
 
 
Account Units Weighted Average Vacancy
 
Market Vacancy*
Top 5 Apartment Metropolitan Areas
 
Total Sector by
Metro Area ($M)
 
% of Total
Investments
 
2017 Q4
 
2017 Q3
 
2017 Q4
 
2017 Q3
Account / Nation
 
 
 
 
 
6.5%
 
6.4%
 
4.9%
 
4.6%
New York-Jersey City-White Plains, NY-NJ
 
$
859.5

 
3.2%
 
4.4%
 
3.1%
 
5.0%
 
3.3%
Washington-Arlington-Alexandria, DC-VA-MD-WV
 
806.0

 
3.0%
 
9.5%
 
8.2%
 
5.0%
 
4.7%
Los Angeles-Long Beach-Glendale, CA
 
559.7

 
2.1%
 
5.6%
 
6.2%
 
4.1%
 
3.8%
Denver-Aurora-Lakewood, CO
 
329.7

 
1.2%
 
5.8%
 
7.7%
 
5.6%
 
4.9%
Fort Lauderdale-Pompano Beach-Deerfield Beach, FL
 
295.7

 
1.1%
 
8.1%
 
8.3%
 
5.7%
 
5.8%
*
Source: CBRE-EA.
Market vacancy is the percentage of units vacant. The Account’s vacancy is the percentage of unleased units.
Retail
Retail sales are driven by economic, demographic, and socio-economic factors. Overall, preliminary data from the U.S. Census Bureau indicated that retail sales excluding motor vehicles and parts has increased 5.7% in 2017 from 2016. The most recent quarter saw a 2.6% increase over third quarter 2017 sales. Sales growth during the fourth quarter was led by rising gasoline prices and the non-store retail segment, which suggests that e-commerce was likely a significant contributor.
Retailers have been increasingly challenged by shifting demographic and shopping trends. Negative news headlines continue to generalize about the entire retail industry rather than its most vulnerable segments. As online retail sales continue to push weak retailers out of business, surviving retailers are adjusting to consumer habits and are altering their stores to foster e-commerce and emphasize the customer experience. Additionally, landlords have begun adding new tenants and re-purposing their retail centers by adding medical offices, health clubs, gourmet grocery stores, and public spaces with regular community events. Management believes that the end result will be a set of financially healthier retailers and shopping centers that offer customers more compelling products and curated experiences. Ultimately, e-commerce will make retailers more efficient, but it will require substantial investment to create a seamless, interactive in-store experience that resonates with consumers.
The Account’s retail properties are high-quality assets that are well-leased and strategically-positioned in strong markets. The national availability rate remained essentially unchanged at 9.6% in the fourth quarter, but saw an increase

44


from 9.0% in 2016. Favorable labor market conditions and rising wage growth bode well for consumer spending in 2018. The vacancy rate for the Account’s retail portfolio increased to 4.7% for the fourth quarter from 4.0% during the third quarter; however, vacancy rates in individual markets are substantially lower than their respective market rates.
Outlook
The economic expansion is now entering its ninth year, making it one of the longest in U.S. history. The labor market remains healthy and growing. The unemployment rate has fallen to its lowest level in 17 years and the consensus predicts its average this year will drop to the lowest level in almost five decades. With the labor market at full employment, wage growth has begun to pick up resulting in a rise of consumer confidence. Consumer spending remains healthy, holiday spending was the best in years, and consumer confidence stands at or near record levels. Export growth has accelerated from last year, helped by a weaker dollar and improved growth abroad. As demand from consumers and businesses has improved, growth in industrial production has accelerated and is now growing at its fastest pace in several years. Adding to the increased optimism was the passage of tax reform legislation in December 2017, with cuts in individual and corporate tax rates. Consequently, the U.S. economy appears well-positioned for continued growth.
Leading indicators of US commercial real estate performance, including labor market conditions, property market fundamentals, credit availability, and investor risk appetites remain steady. The FOMC raised the federal funds rate for the third time in 2017 and the fifth time in the last decade and indicated the potential for three or four similar quarter-point hikes in 2018. The recent increase in the ten-year Treasury likely limits the potential for additional returns from appreciation. Income growth will be the primary driver of returns. The outlook for real estate fundamentals in the coming year are promising given expected GDP and employment growth and the supply/demand balance in most markets.
Commercial real estate property markets are generally well-balanced nationally and a short-lived financial shock would likely be well tolerated. Economists expect GDP growth approaching 2.7% in 2018, 2.4% for 2019 and for the unemployment rate to drop further from the year-ending rate of 4.4%. Interest rates will rise, but should remain historically low and inflation is still below the FOMC’s target rate. Consequently, real estate market conditions should remain healthy in 2018 if domestic economic conditions approximate economists' expectations.
Account Overview and Outlook
In 2018, management intends to continue its focus on property management and leasing at its existing assets, while carefully evaluating acquisitions in selected property types in target markets. To supplement the Account’s high quality portfolio of core properties in prime locations with strong occupancy histories, management will also evaluate opportunities to purchase assets where value can be enhanced by repositioning. Management will continue to evaluate opportunities to invest in commercial mortgage debt including conventional commercial mortgage loans, participating mortgage loans, secured mezzanine loans and commercial mortgage-backed securities.
A portion of the Account’s liquid investments is held in publicly traded REITs. The Account’s portfolio consists of REIT stocks intended to approximate the NAREIT All Equity REIT index, thereby providing the Account with exposure to a diverse mix of property types and geographic markets. REITs provide liquidity and exposure to real estate, albeit with added volatility as compared to direct investments in commercial real estate property. Management will continue to monitor REIT valuation compared to direct property in order to manage the REIT allocation.
Management intends to continue to monitor the Account’s cash position to maintain adequate liquidity in order to fund participant payments, for operating expenses, capital expenditures for existing properties, and for additional investments. In addition to active investment activities, management will carefully evaluate opportunities to place commercial mortgage debt on select properties and refinance existing debt on assets at lower interest rates in order to further reduce the Account’s overall weighted cost of capital. Management believes that a disciplined investment strategy in the current economic and real estate market environment will position the Account for favorable long term performance.

45


INVESTMENTS
As of December 31, 2017 , the Account had total net assets of $24.9 billion , a 2.6% increase from December 31, 2016 . The increase in the Account’s net assets was primarily due to net investment income and net appreciation in value of the Account’s investments, partially offset by net participant outflows.
As of December 31, 2017 , the Account owned a total of 138 real estate investments ( 110 of which were wholly-owned, 28 of which were held in joint ventures). The real estate portfolio included 39 office investments (including 13 held in joint ventures), 35 industrial investments (including one held in a joint venture), 38 apartment investments (including one held in a joint venture), 22 retail investments (including ten held in joint ventures), two storage facilities that are joint venture investments, one joint venture interest in land held for future development and one leasehold interest encumbered by a ground lease. Of the real estate investments, 33 are subject to debt (including 14 joint venture investments).
The outstanding principal on mortgage loans payable on the Account’s wholly-owned real estate portfolio as of December 31, 2017 was $2.2 billion . The Account’s proportionate share of outstanding principal on mortgage loans payable within its joint venture investments was $2.4 billion , which is netted against the underlying properties when determining the joint venture investments fair value presented on the Consolidated Schedules of Investments. When the mortgage loans payable within the joint venture investments are considered, total outstanding principal on the Account’s portfolio as of December 31, 2017 was $4.6 billion , which represented a loan-to-value ratio of 15.5% . The Account currently has no Account-level debt.
As of December 31, 2017 , the Account held 79.5% of its total investments in real estate and real estate joint ventures. The Account also held investments in government agency notes representing 10.6% of total investments, real estate-related equity securities representing 4.6% of total investments, U.S. Treasury securities representing 3.7% of total investments, loans receivable representing 1.1% of total investments, and real estate limited partnerships representing 0.5% of total investments.
Management believes that the Account’s real estate portfolio is diversified by location and property type. The Account’s largest investment, Fashion Show Mall , located in Las Vegas , NV , represented 5.3% of total real estate investments and 4.3% of total investments. The Account does not intend to buy and sell its real estate investments simply to make short-term profits. Rather, the Account’s general strategy in selling real estate investments is to dispose of those assets that management believes (i) have maximized in value, (ii) have underperformed or face deteriorating property-specific or market conditions, (iii) need significant capital infusions in the future, (iv) are appropriate to dispose of in order to remain consistent with the Account’s intent to diversify the Account by property type and geographic location (including reallocating the Account’s exposure to or away from certain property types in certain geographic locations), or (v) otherwise do not satisfy the investment objectives of the Account. Management, from time to time, will evaluate the need to manage liquidity in the Account as part of its analysis as to whether to undertake a particular asset sale. The Account may reinvest any sale proceeds that it does not need to pay operating expenses or to meet debt service or redemption requests (e.g . , participant withdrawals or benefit payments).

46


The following charts reflect the Account’s ten largest investments based on the fair values and the diversification of the Account's real estate assets by region and property type at December 31, 2017 .
Ten Largest Real Estate Investments
Property Investment Name
 
Ownership Percentage
 
City
 
State
 
Type
 
Gross Real Estate Fair Value (1)
 
Debt Fair Value (2)
 
Net Real Estate Fair Value (3)
 
Property as a
% of Total
Real Estate
Portfolio (4)
 
Property as a
% of Total
Investments (5)
Fashion Show Mall
 
50%
 
Las Vegas
 
NV
 
Retail
 
$
1,263.1

 
$
426.9

 
$
836.2

 
5.3%
 
4.3%
DDR
 
85%
 
Various
 
U.S.A.
 
Retail
 
1,219.4

 
596.1

 
623.3

 
5.1%
 
4.1%
The Florida Mall
 
50%
 
Orlando
 
FL
 
Retail
 
925.5

 
173.0

 
752.5

 
3.9%
 
3.1%
1001 Pennsylvania Avenue
 
100%
 
Washington
 
D.C.
 
Office
 
785.0

 
328.6

 
456.4

 
3.3%
 
2.7%
Colorado Center
 
50%
 
Santa Monica
 
CA
 
Office
 
588.6

 
267.9

 
320.7

 
2.5%
 
2.0%
Fourth and Madison
 
100%
 
Seattle
 
WA
 
Office
 
530.0

 
199.8

 
330.2

 
2.2%
 
1.8%
501 Boylston Street
 
100%
 
Boston
 
MA
 
Office
 
505.2

 
210.8

 
294.4

 
2.1%
 
1.7%
99 High Street
 
100%
 
Boston
 
MA
 
Office
 
502.1

 
—

 
502.1

 
2.1%
 
1.7%
425 Park Avenue
 
100%
 
New York
 
NY
 
Ground Lease
 
457.0

 
—

 
457.0

 
1.9%
 
1.5%
780 Third Avenue
 
100%
 
New York
 
NY
 
Office
 
427.0

 
168.7

 
258.3

 
1.8%
 
1.4%
(1)  
The Account's share of the fair value of the property investment, gross of debt.
(2)  
Debt fair values are presented at the Account's ownership interest.
(3)  
The Account's share of the fair value of the property investment, net of debt.
(4)  
Total real estate portfolio is the aggregate fair value of the Account's wholly-owned properties and the properties held within a joint venture, gross of debt.
(5)  
Total investments are the aggregate fair value of all investments held by the Account, gross of debt. Total investments, as calculated within this table, will vary from total investments, as calculated in the Account's Schedule of Investments, as joint venture investments are presented in the Schedule of Investments at their net equity position in accordance with U.S. Generally Accepted Accounting Principals ("GAAP").

Diversification by Fair Value (1)
 
 
West
 
East
 
South
 
Midwest
 
Total
Office
 
16.1
%
 
20.2
%
 
5.6
%
 
—
%
 
41.9
%
Apartment
 
8.4
%
 
8.0
%
 
3.6
%
 
0.9
%
 
20.9
%
Retail
 
8.1
%
 
3.0
%
 
7.6
%
 
0.7
%
 
19.4
%
Industrial
 
7.5
%
 
2.0
%
 
4.1
%
 
0.8
%
 
14.4
%
Other (2)
 
0.6
%
 
2.6
%
 
0.1
%
 
0.1
%
 
3.4
%
Total
 
40.7
%
 
35.8
%
 
21.0
%
 
2.5
%
 
100.0
%
(1)  
Wholly-owned properties are represented at fair value and gross of any debt, while joint venture properties are represented at the net equity value.
(2)  
Represents interests in Storage Portfolio investments, a fee interest encumbered by a ground lease real estate investment and land.
Properties in the “West” region are located in: AK, AZ, CA, CO, HI, ID, MT, NM, NV, OR, UT, WA, WY
Properties in the “East” region are located in: CT, DC, DE, KY, MA, MD, ME, NC, NH, NJ, NY, PA, RI, SC, VA, VT, WV
Properties in the “South” region are located in: AL, AR, FL, GA, LA, MS, OK, TN, TX
Properties in the “Midwest” region are located in: IA, IL, IN, KS, MI, MN, MO, ND, NE, OH, SD, WI

47


Property Investments Acquired in 2017   (in millions)
Property Name
 
Ownership Percentage
 
Property Type
 
City
 
State
 
Net Acquisition Cost (less closing costs)
Mortgages Acquired
Wholly-Owned
 
 
 
 
 
 
 
 
 
 
 
One Beeman Road
 
100.00%
 
Industrial
 
Northborough
 
MA
 
$
33.5

$
—

The Bridges
 
100.00%
 
Apartments
 
Minneapolis
 
MN
 
60.9

—

The Knoll
 
100.00%
 
Apartments
 
Minneapolis
 
MN
 
32.5

17.7

803 Corday
 
100.00%
 
Apartments
 
Naperville
 
IL
 
92.9

—

Broward Industrial Portfolio
 
100.00%
 
Industrial
 
Various
 
FL
 
54.1

—

Orion on Orpington
 
100.00%
 
Apartments
 
Orlando
 
FL
 
42.3

—

Bridgepointe Shopping Center
 
100.00%
 
Retail
 
San Mateo
 
CA
 
124.1

—

Frontera Industrial Business Park
 
100.00%
 
Industrial
 
San Diego
 
CA
 
56.0

—

Allure at Camarillo
 
100.00%
 
Apartments
 
Camarillo
 
CA
 
59.7

—

Total Wholly-Owned
 
 
 
 
 
 
 
 
 
$
556.0

$
17.7

Joint Ventures
 
 
 
 
 
 
 
 
 
 
 
Commerce LIC
 
97.50%
 
Industrial
 
Long Island City
 
NY
 
$
54.3

$
—

DDR - Village Crossing Phase I
 
85.00%
 
Retail
 
Niles
 
IL
 
44.4

—

Storage Portfolio II
 
90.00%
 
Storage
 
Various
 
U.S.A.
 
267.5

175.0

9625 Towne Centre Drive
 
35.86%
 
Land
 
San Diego
 
CA
 
13.8

—

Campus Pointe 3
 
45.00%
 
Land
 
San Diego
 
CA
 
13.0

—

Campus Pointe 4
 
45.00%
 
Office
 
San Diego
 
CA
 
8.7

—

Total Joint Ventures
 
 
 
 
 
 
 
 
 
$
401.7

$
175.0

Total
 
 
 
 
 
 
 
 
 
$
957.7

$
192.7

Property Investments Sold in 2017 (in millions)
Property Name
 
Ownership Percentage
 
Property
Type
 
City
 
State
 
Net Sales Price
(less selling expense)
 
Mortgages Paid
Wholly-Owned
 
 
 
 
 
 
 
 
 
 
 
 
Mazza Gallerie
 
100.00%
 
Retail
 
Washington
 
D.C.
 
$
74.3

 
$
—

Atlanta Industrial Portfolio (1)
 
100.00%
 
Industrial
 
McDonough
 
GA
 
39.1

 
—

Ontario Industrial Portfolio (1)
 
100.00%
 
Industrial
 
Various
 
CA
 
66.0

 
—

Rancho Cucamonga Industrial Portfolio (1)
 
100.00%
 
Industrial
 
Various
 
CA
 
104.8

 
—

The Pepper Building
 
100.00%
 
Apartments
 
Philadelphia
 
PA
 
51.7

 
—

Kierland Apartment Portfolio
 
100.00%
 
Apartments
 
Scottsdale
 
AZ
 
147.1

 
—

The Caruth
 
100.00%
 
Apartments
 
Dallas
 
TX
 
82.2

 
45.0

Total Wholly-Owned
 
 
 
 
 
 
 
$
565.2

 
$
45.0

Joint Ventures
 
 
 
 
 
 
 
 
 
 
 
 
DDR - McFarland Plaza (2)(3)
 
85.00%
 
Retail
 
Tuscaloosa
 
AL
 
$
14.7

 
$
7.4

DDR - Costco Plaza (2)(3)
 
85.00%
 
Retail
 
White Marsh
 
MD
 
11.0

 
8.9

Total Joint Ventures
 
 
 
 
 
 
 
 
 
$
25.7

 
$
16.3

Total
 
 
 
 
 
 
 
 
 
$
590.9

 
$
61.3

(1)  
Partial sale of property held within this investment.
(2)  
The net sales price represents the Account's interest.
(3)  
Represents assets sold and mortgages paid from within the Account's DDR joint venture investment.

48


Results of Operations
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Net Investment Income
The following table shows the results of operations for the years ended December 31, 2017 and 2016 and the dollar and percentage changes for those periods (dollars in millions).
 
 
Years Ended
December 31,
 
Change
2017
 
2016
 
$
 
%
INVESTMENT INCOME
 
 
 
 
 
 
 
 
Real estate income, net
 
 
 
 
 
 
 
 
Rental income
 
$
1,059.6

 
$
1,009.0

 
$
50.6

 
5.0
 %
Real estate property level expenses:
 
 
 
 
 
 
 
 
Operating expenses
 
221.2

 
218.1

 
3.1

 
1.4
 %
Real estate taxes
 
166.7

 
158.7

 
8.0

 
5.0
 %
Interest expense
 
89.7

 
85.8

 
3.9

 
4.5
 %
Total real estate property level expenses
 
477.6

 
462.6

 
15.0

 
3.2
 %
Real estate income, net
 
582.0

 
546.4

 
35.6

 
6.5
 %
Income from real estate joint ventures and limited partnerships
 
214.1

 
161.8

 
52.3

 
32.3
 %
Interest
 
54.1

 
26.4

 
27.7

 
104.9
 %
Dividends
 
26.3

 
32.5

 
(6.2
)
 
(19.1
)%
TOTAL INVESTMENT INCOME
 
876.5

 
767.1

 
109.4

 
14.3
 %
Expenses
 
 
 
 
 

 

Investment management charges
 
72.0

 
72.6

 
(0.6
)
 
(0.8
)%
Administrative charges
 
59.3

 
62.1

 
(2.8
)
 
(4.5
)%
Distribution charges
 
25.7

 
27.7

 
(2.0
)
 
(7.2
)%
Mortality and expense risk charges
 
1.2

 
1.2

 
—

 
—
 %
Liquidity guarantee charges
 
47.0

 
38.4

 
8.6

 
22.4
 %
TOTAL EXPENSES
 
205.2

 
202.0

 
3.2

 
1.6
 %
INVESTMENT INCOME, NET
 
$
671.3

 
$
565.1

 
$
106.2

 
18.8
 %
N/M—Not meaningful
The table below illustrates and compares rental income, operating expenses and real estate taxes for properties held by the Account for the entirety of each respective year, "same property," as compared to the comparative increases or decreases associated with the acquisition and disposition of properties throughout each respective year.
 
 
Rental Income
 
Operating Expenses
 
Real Estate Taxes
 
 
Change
 
 
 
Change
 
 
 
Change
2017
2016
$
%
 
2017
2016
$
%
 
2017
2016
$
%
Same Property
 
$
971.1

$
947.1

$
24.0

2.5
%
 
$
201.1

$
199.5

$
1.6

0.8
%
 
$
151.7

$
147.3

$
4.4

3.0
%
Properties Acquired
 
70.3

21.6

48.7

 N/M

 
15.0

5.4

9.6

 N/M

 
12.5

6.0

6.5

 N/M

Properties Sold
 
18.2

40.3

(22.1
)
 N/M

 
5.1

13.2

(8.1
)
 N/M

 
2.5

5.4

(2.9
)
 N/M

Impact of Properties Acquired/Sold
 
88.5

61.9

26.6

 N/M

 
20.1

18.6

1.5

 N/M

 
15.0

11.4

3.6

 N/M

Total Property Portfolio
 
$
1,059.6

$
1,009.0

$
50.6

5.0
%
 
$
221.2

$
218.1

$
3.1

1.4
%
 
$
166.7

$
158.7

$
8.0

5.0
%

49


Rental Income:
Rental income increased $50.6 million , or 5.0% , as a result of net acquisition activity and an increase in income generated by wholly-owned properties held for the duration of the last two years. The rise in same property income was driven by rising market rents and improving occupancy across most properties within the Account. The strongest increases were concentrated along the West Coast, within the apartment and industrial sectors.
Operating Expenses:
Operating expenses increased $3.1 million , or 1.4% , as a result of a modest increase in same property operating expenses paired with the impact of net acquisition activity. Of the $1.6 million same property increase, no single property type had a significant impact to the increase.
Real Estate Taxes:
Real estate taxes increased $8.0 million , or 5.0% , as a result of rising property tax assessments for properties held throughout 2017 and 2016, combined with the impact of net acquisition activity. The most significant property tax increases have been concentrated in the Boston and New York metro areas, primarily within the office sector.
Interest Expense:
Interest expense increased $3.9 million , or 4.5% , primarily due to higher average outstanding principal balances on mortgage loans payable.
Income from Real Estate Joint Ventures and Limited Partnerships:
Income from real estate joint ventures and limited partnerships increased $52.3 million , or 32.3% , related to net acquisition activity, primarily the acquisition of Fashion Show, which was acquired during the third quarter of 2016.
Interest and Dividend Income:
Interest income increased as a result of the Account’s higher average investment in loans receivable held throughout each respective year, while dividend income decreased proportionately with the Account's average REIT holdings.
Expenses:
Investment management, administrative and distribution charges are costs charged to the Account associated with managing the Account. Investment advisory charges are comprised primarily of fixed components, but fluctuate based on the size of the Account’s portfolio of investments, whereas administrative and distribution charges are comprised of more variable components that generally correspond with movements in net assets.  These expenses decreased $5.4 million, or 3.3%, from the prior year primarily as result of general cost measures.
Mortality and expense risk and liquidity guarantee expenses are contractual charges to the Account from TIAA for TIAA’s assumption of these risks and provision of the liquidity guarantee. The rate for these charges is established annually; the current rates are effective May 1, 2017 through April 30, 2018, and are charged at a fixed rate based on the Account’s net assets. These expenses increased $8.6 million or 22.4% as a direct result of the increase in overall net assets of the Account from the previous year.

50


Net Realized and Unrealized Gains and Losses on Investments and Mortgage Loans Payable
The following table shows the net realized and unrealized gains (losses) on investments and mortgage loans payable for the years ended December 31, 2017 and 2016 and the dollar and percentage changes for those periods (dollars in millions).
 
 
Years Ended
December 31,
 
Change
2017
 
2016
 
$
 
%
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments:
 
 
 
 
 
 
 
 
Real estate properties
 
$
42.0

 
$
(6.2
)
 
$
48.2

 
N/M

Real estate joint ventures and limited partnerships
 
(21.9
)
 
0.6

 
(22.5
)
 
N/M

Marketable securities
 
17.6

 
25.6

 
(8.0
)
 
(31.3
)%
Total realized gain on investments:
 
37.7

 
20.0

 
17.7

 
88.5
 %
Net change in unrealized appreciation on:
 
 
 
 
 

 

Real estate properties
 
135.5

 
317.5

 
(182.0
)
 
(57.3
)%
Real estate joint ventures and limited partnerships
 
146.8

 
236.9

 
(90.1
)
 
(38.0
)%
Marketable securities
 
50.0

 
30.0

 
20.0

 
66.7
 %
Loans receivable
 
1.2

 
0.3

 
0.9

 
N/M

Mortgage loans payable
 
15.9

 
15.1

 
0.8

 
5.3
 %
Net change in unrealized appreciation on investments and mortgage loans payable
 
349.4

 
599.8

 
(250.4
)
 
(41.7
)%
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
 
$
387.1

 
$
619.8

 
$
(232.7
)
 
(37.5
)%
N/M—Not meaningful
Real Estate Properties, Joint Ventures and Limited Partnerships:
Net realized gains in the Account are primarily due to the sale of wholly-owned real estate property investments and marketable securities. See the Recent Transactions section herein for additional disclosure regarding the sale of the Account’s real estate property investments.
Real Estate Properties:
Wholly-owned real estate investments experienced net realized and unrealized gains of $177.5 million during 2017, compared to $311.3 million of net realized and unrealized gains during 2016 . Appreciation slowed during 2017 but appreciation continued across most asset sectors held by the Account, primarily in the Industrial sector. Appreciation was most significant in the Western region of the country, primarily due to strong tenant demand for industrial space in California.
Real Estate Joint Ventures and Limited Partnerships:
Real estate joint ventures and limited partnerships experienced net realized and unrealized gains of $124.9 million during 2017, compared to net realized and unrealized gains of $237.5 million during 2016 . While the rate of appreciation slowed during 2017, the Account continues to see continued appreciation across most asset sectors of the Account's joint venture portfolio. The strongest appreciation during 2017 was among the Account's office investments in the Western region. Conversely, appreciation from joint venture regional malls in the Southern region was especially strong in 2016, flattening during 2017, due to moderating market conditions.
Marketable Securities:
The Account’s marketable securities positions experienced net realized and unrealized gains of $67.6 million for the year ended December 31, 2017, compared to $55.6 million for 2016. The performance of the Account’s REIT portfolio was in line with the FTSE NAREIT All Equity REITs Index during the year-long period. The Account's real estate-related equity securities appreciated in line with the index. Additionally, as of December 31, 2017, the Account held $3.9 billion of investments in government agency notes and U.S. Treasury securities, which had nominal changes due to the short-term nature of these investments.

51


Mortgage Loans Payable:
Mortgage loans payable experienced unrealized gains of $15.9 million during 2017 compared to unrealized gains of $ 15.1 million during 2016 . The unrealized gains in both periods were consistent with the directional movement of U.S. Treasury rates.
Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Net Investment Income
The following table shows the results of operations for the years ended December 31, 2016 and 2015 and the dollar and percentage changes for those periods (dollars in millions).
 
 
Years Ended
December 31,
 
Change
2016
 
2015
 
$
 
%
INVESTMENT INCOME
 
 
 
 
 
 
 
 
Real estate income, net
 
 
 
 
 
 
 
 
Rental income
 
$
1,009.0

 
$
919.1

 
$
89.9

 
9.8
 %
Real estate property level expenses:
 
 
 
 
 
 
 
 
Operating expenses
 
218.1

 
207.4

 
10.7

 
5.2
 %
Real estate taxes
 
158.7

 
144.4

 
14.3

 
9.9
 %
Interest expense
 
85.8

 
81.1

 
4.7

 
5.8
 %
Total real estate property level expenses
 
462.6

 
432.9

 
29.7

 
6.9
 %
Real estate income, net
 
546.4

 
486.2

 
60.2

 
12.4
 %
Income from real estate joint ventures and limited partnerships
 
161.8

 
140.1

 
21.7

 
15.5
 %
Interest
 
26.4

 
10.1

 
16.3

 
N/M

Dividends
 
32.5

 
47.5

 
(15.0
)
 
(31.6
)%
TOTAL INVESTMENT INCOME
 
767.1

 
683.9

 
83.2

 
12.2
 %
Expenses
 
 
 
 
 
 
 
 
Investment management charges
 
72.6

 
69.3

 
3.3

 
4.8
 %
Administrative charges
 
62.1

 
56.9

 
5.2

 
9.1
 %
Distribution charges
 
27.7

 
23.9

 
3.8

 
15.9
 %
Mortality and expense risk charges
 
1.2

 
1.1

 
0.1

 
9.1
 %
Liquidity guarantee charges
 
38.4

 
31.7

 
6.7

 
21.1
 %
TOTAL EXPENSES
 
202.0

 
182.9

 
19.1

 
10.4
 %
INVESTMENT INCOME, NET
 
$
565.1

 
$
501.0

 
$
64.1

 
12.8
 %
N/M—Not meaningful
Rental Income:
Rental income increased $89.9 million, or 9.8%, as a result of net acquisition activity, increased occupancy and higher rental rates primarily in the Eastern office sector.
Operating Expenses:
Operating expenses increased $10.7 million, or 5.2%, primarily related to net acquisitions of real estate investments.

52


Real Estate Taxes:
Real estate taxes increased $14.3 million, or 9.9%. Increases were primarily associated with the net acquisitions of real estate investments. An additional factor to the increase was higher property tax assessments resulting from increases in values across the real estate portfolio, particularly in the Eastern and Western office sector.
Interest Expense:
Interest expense increased $4.7 million, or 5.8%, primarily due to a higher average outstanding principal balance on mortgage loans payable.
Income from Real Estate Joint Ventures and Limited Partnerships:
Income from real estate joint ventures and limited partnerships increased $21.7 million, or 15.5%, primarily related to net acquisition activity. The Account acquired over $1.1 billion in joint venture investments during the year.
Interest and Dividend Income:
Interest income increased as a result of the Account’s investment in loans receivable, while dividend income decreased proportionately with the Account's average REIT holdings.
Expenses:
The Account’s expenses increased $19.1 million, or 10.4%. Investment advisory, administrative and distribution charges are costs charged to the Account associated with managing the Account. Investment advisory charges are comprised primarily of fixed components, but fluctuate based on the size of the Account’s portfolio of investments, whereas administrative and distribution charges are comprised of more variable components that generally correspond with movements in net assets.  Increases in expenses were primarily attributed to the increase in net assets. Other factors, such as higher allocated expenses related to the complexity of administering and distributing the Account, contributed to the increases. Investment advisory, administrative and distribution charges were, collectively, 0.69% and 0.71% of average net assets during 2016 and 2015, respectively.
Mortality and expense risk and liquidity guarantee charges are contractual charges to the Account from TIAA for TIAA’s assumption of these risks. The rate for these charges generally is established annually; the current rate is effective May 1, 2016 through April 30, 2017, and is charged based on the Account’s net assets.

53


Net Realized and Unrealized Gains and Losses on Investments and Mortgage Loans Payable
The following table shows the net realized and unrealized gains (losses) on investments and mortgage loans payable for the years ended December 31, 2016 and 2015 and the dollar and percentage changes for those periods (dollars in millions).
 
 
Years Ended
December 31,
 
Change
2016
 
2015
 
$
 
%
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
 
 
 
 
 
 
 
 
Net realized gain (loss) on investments:
 
 
 
 
 
 
 
 
Real estate properties
 
$
(6.2
)
 
$
215.4

 
$
(221.6
)
 
N/M

Real estate joint ventures and limited partnerships
 
0.6

 
167.3

 
(166.7
)
 
(99.6
)%
Marketable securities
 
25.6

 
235.8

 
(210.2
)
 
(89.1
)%
Total realized gain on investments:
 
20.0

 
618.5

 
(598.5
)
 
(96.8
)%
Net change in unrealized appreciation (depreciation) on:
 
 
 
 
 
 
 
 
Real estate properties
 
317.5

 
487.2

 
(169.7
)
 
(34.8
)%
Real estate joint ventures and limited partnerships
 
236.9

 
288.6

 
(51.7
)
 
(17.9
)%
Marketable securities
 
30.0

 
(255.1
)
 
285.1

 
N/M

Loans receivable
 
0.3

 
0.6

 
(0.3
)
 
(50.0
)%
Mortgage loans payable
 
15.1

 
5.6

 
9.5

 
N/M

Net change in unrealized appreciation on investments and mortgage loans payable
 
599.8

 
526.9

 
72.9

 
13.8
 %
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
 
$
619.8

 
$
1,145.4

 
$
(525.6
)
 
(45.9
)%
N/M—Not meaningful
Real Estate Properties, Joint Ventures and Limited Partnerships:
Net realized gains in the Account are primarily due to the sale of wholly-owned real estate property investments.
Real Estate Properties:
The Account’s wholly-owned real estate investments experienced net realized and unrealized gains of $311.3 million for the year ended December 31, 2016, compared to $702.6 million of net realized and unrealized gains for 2015. The resulting $391.3 million decrease, when compared to the prior year, was primarily driven by market stabilizations across the sectors.
Real Estate Joint Ventures and Limited Partnerships:
The Account’s real estate joint ventures and limited partnerships experienced net realized and unrealized gains of $237.5 million for the year ended December 31, 2016 compared to net realized and unrealized gains of $455.9 million for 2015. The resulting $218.4 million net decrease, when compared to the previous year, was driven by market stabilizations across the sectors.
Marketable Securities:
The Account’s marketable securities positions experienced net realized and unrealized gains of $55.6 million for the year ended December 31, 2016 compared to net realized and unrealized losses of $19.3 million for the year ended December 31, 2015. During 2016, the markets for REITs increased in the U.S. as measured by the FTSE NAREIT All Equity REITs Index; the Account’s real estate related equity securities were in line with these market movements.
Additionally, the Account maintains a portfolio of government agency notes and U.S. Treasury securities which had nominal changes due to the short term nature of these investments.

54


Mortgage Loans Payable:
Mortgage loans payable experienced unrealized gains of $15.1 million for the year ended December 31, 2016 compared to unrealized gains of $5.6 million for 2015. The unrealized gains in both periods were consistent with the directional movement of U.S. Treasury rates.
Liquidity and Capital Resources
As of December 31, 2017 and 2016 , the Account’s cash and cash equivalents and non-real estate-related marketable securities had a value of $3.9 billion and $4.1 billion, respectively ( 15.6% and 16.7% of the Account’s net assets at such dates, respectively).
Participant Flows: Year Ended December 31, 2017 compared to Year Ended December 31, 2016
During the years ended December 31, 2017 and 2016, the Account had $420.5 million of net outflows and $759.8 million of net inflows from participants, respectively.
Liquidity Guarantee
Primarily as a result of significant net participant transfers out of the Account during late 2008 and mid-2009, pursuant to TIAA’s existing liquidity guarantee obligation, the TIAA General Account purchased $1.2 billion of liquidity units issued by the Account in a number of separate transactions between December 2008 and June 2009. Subsequent to June 2009, the TIAA General Account did not purchase any additional liquidity units. In accordance with this liquidity guarantee obligation, TIAA guarantees that all participants in the Account may redeem their accumulation units at their accumulation unit value next determined after their transfer or cash withdrawal request is received in good order. The Account pays TIAA for the risk associated with providing the liquidity guarantee through a daily deduction from the Account’s net assets.
Management cannot predict whether any future TIAA liquidity unit purchases will be required under this liquidity guarantee. If net outflows were to occur (even if not at the same intensity as in 2008 and early 2009), it could have a negative impact on the Account’s operations and returns and could require TIAA to purchase additional liquidity units, perhaps to a significant degree, as was the case in late 2008 and early 2009.
TIAA’s obligation to provide Account participants liquidity through purchases of liquidity units is not subject to an express regulatory or contractual limitation, although as described in the following paragraph, the independent fiduciary may (but is not obligated to) require the reduction of TIAA’s interest through sales of assets from the Account if TIAA’s interest exceeds the trigger point. Even if the independent fiduciary so requires TIAA’s obligation to provide liquidity under the guarantee, which is required by the New York State Department of Financial Services, will continue. Management believes that TIAA has the ability to meet its obligations under this liquidity guarantee.
Whenever TIAA owns liquidity units, the duties of the Account’s independent fiduciary, as part of its monitoring of the Account, include reviewing the purchase and redemption of liquidity units by TIAA to ensure the Account uses the correct accumulation unit values. In addition, the independent fiduciary’s responsibilities include:
•
establishing the percentage of total accumulation units that TIAA’s ownership should not exceed (the “trigger point”) and creating a method for reviewing the trigger point;
•
approving any adjustment of TIAA’s ownership interest in the Account and, in its discretion, requiring an adjustment if TIAA’s ownership of liquidity units reaches the trigger point; and
•
once the trigger point has been reached, participating in any program to reduce TIAA’s ownership in the Account by utilizing cash flow or liquid investments in the Account, or by utilizing the proceeds from asset sales. If the independent fiduciary were to determine that TIAA’s ownership should be reduced following the trigger point, its role in participating in any asset sales program would include (i) participating in the selection of properties for sale, (ii) providing sales guidelines and (iii) approving those sales if, in the independent fiduciary’s opinion, such sales are desirable to reduce TIAA’s ownership of liquidity units.
In establishing the appropriate trigger point, including whether or not to require certain actions once the trigger point has been reached, the independent fiduciary will assess, among other things and to the extent consistent with the Prohibited Transaction Exemption (PTE 96-76) issued by the U.S. Department of Labor in 1996 with respect to the

55


liquidity guarantee and the independent fiduciary’s duties under ERISA, the risk that a conflict of interest could arise due to the level of TIAA’s ownership interest in the Account.
Redemption of Liquidity Units. The independent fiduciary is vested with oversight and approval over any redemption of TIAA’s liquidity units, acting in the best interests of Real Estate Account participants.
As of March 31, 2013, the independent fiduciary completed the systematic redemption of all of the liquidity units held by the TIAA General Account. Approximately one-quarter of such units were redeemed evenly over the business days in each of the months of June, September, and December 2012, and March 2013, representing a total of $1.3 billion redeemed during this period.
As a general matter, the independent fiduciary may authorize or direct the redemption of all or a portion of liquidity units at any time and TIAA will request the approval of the independent fiduciary before any liquidity units are redeemed. Upon termination and liquidation of the Account (wind-up), any liquidity units held by TIAA will be the last units redeemed, unless the independent fiduciary directs otherwise.
Net Income and Marketable Securities
Net investment income continues to be an additional source of liquidity for the Account. Net investment income was $671.3 million for the year ended December 31, 2017 as compared to $565.1 million during 2016 . Total net investment income increased as described more fully in the Results of Operations section.
As of December 31, 2017 , cash and cash equivalents, along with real estate-related and non-real estate-related marketable securities comprised 20.6% of the Account’s net assets. The Account’s real estate-related marketable securities primarily consist of publicly traded REITs. The Account’s liquid assets continue to be available to purchase suitable real estate properties, meet the Account’s debt obligations, expense needs, and participant redemption requests (i.e., participant withdrawals or benefit payments).
Leverage
The Account may borrow money and assume or obtain a mortgage on a property to make leveraged real estate investments. Also, to meet any short-term cash needs, the Account may obtain a line of credit that may be unsecured and/or contain terms that may require the Account to secure the loan with one or more of its properties.
The Account is authorized to borrow money in accordance with its investment guidelines. Under the Account’s current investment guidelines, the Account’s loan-to-value ratio (as described below) is to be maintained at or below 30%. Such incurrences of debt from time to time may include:
•
placing new debt on properties;
•
refinancing outstanding debt;
•
assuming debt on acquired properties or interests in the Account’s properties;
•
extending the maturity date of outstanding debt; and/or
•
an unsecured line of credit or credit facility.
In calculating this limit, only the Account’s actual percentage interest in any borrowings is included, and not that percentage interest held by any joint venture partner. Further, the Account may only borrow up to 70% of the then-current value of a property, although construction loans may be for 100% of the costs incurred in developing a property. At the time the Account (or a joint venture in which the Account is a partner) enters into a revolving line of credit, for the purpose of calculating the loan-to-value ratio, management includes only amounts outstanding when calculating outstanding indebtedness.
As of December 31, 2017 , the Account’s ratio of outstanding principal amount of debt (inclusive of the Account’s proportionate share of debt held within its joint venture investments) to total gross asset value (i.e., a “loan-to-value ratio”) was 15.5% . The Account intends to maintain its loan-to-value ratio at or below 30% (this ratio is measured at the time of incurrence and after giving effect thereto). The Account’s total gross asset value, for these purposes, is equal to the total fair value of the Account’s assets (including the fair value of the Account’s net equity interest in joint ventures), with no reduction associated with any indebtedness on such assets.

56


As of December 31, 2017 , there are no mortgage obligations secured by real estate investments wholly-owned by the Account maturing within the next twelve months. The Account currently has sufficient liquidity in the form of cash and cash equivalents and short term securities to meet its current mortgage obligations.
In times of high net inflow activity, in particular during times of high net participant transfer inflows, management may determine to apply a portion of such cash flows to make prepayments of indebtedness prior to scheduled maturity, which would have the effect of reducing the Account’s loan-to-value ratio.
Recent Transactions
The following describes property transactions by the Account during the fourth quarter of 2017. Except as noted, the expenses for operating the properties purchased are either borne or reimbursed, in whole or in part, by the property tenants, although the terms vary under each lease.
Purchases
Property Name
 
Purchase Date
 
Ownership Percentage
 
Sector
 
Location
 
Net Purchase Price (1)
Bridgepointe Shopping Center
 
11/10/2017
 
100.00%
 
Retail
 
San Mateo, CA
 
$
124.1

Frontera Industrial Business Park
 
11/16/2017
 
100.00%
 
Industrial
 
San Diego, CA
 
56.0

Allure at Camarillo
 
11/30/2017
 
100.00%
 
Apartments
 
Camarillo, CA
 
59.7

Storage Portfolio II (2)(3)
 
11/30/2017
 
90.00%
 
Storage
 
Various, U.S.A.
 
267.5

9625 Towne Centre Drive
 
12/19/2017
 
35.86%
 
Land
 
San Diego, CA
 
13.8

Campus Pointe 3
 
12/19/2017
 
45.00%
 
Land
 
San Diego, CA
 
13.0

Campus Pointe 4
 
12/28/2017
 
45.00%
 
Office
 
San Diego, CA
 
8.7

(1)  
The net purchase price represents the purchase price, less closing costs.
(2)
The Account purchased 36 storage properties located in various locations throughout the U.S.
(3)  
Concurrent with the purchase of this property, the Account acquired a $175.0 million mortgage loan (the Account's share), as further discussed in the Financings section.
Sales
Property Name
 
Sales Date
 
Ownership Percentage
 
Sector
 
Location
 
Net Sales Price (1)
Realized Gain (Loss) on Sale (2)
Kierland Apartment Portfolio
 
10/27/2017
 
100.00%
 
Apartments
 
Scottsdale, AZ
 
$
147.1

$
(27.2
)
The Caruth (3)
 
11/13/2017
 
100.00%
 
Apartments
 
Dallas, TX
 
82.2

10.8

DDR - Costco Plaza (4)
 
12/21/2017
 
85.00%
 
Retail
 
White Marsh, MD
 
11.0

(12.3
)
(1)  
The net sales price represents the sales price, less selling expenses.
(2)  
Majority of the realized gain/loss has been previously recognized as unrealized gains/losses in the Account's Consolidated Statements of Operations.
(3)
Concurrent with the sale of this property, the Purchaser assumed $45.0 million in outstanding mortgage debt, as shown in the Financings section.
(4)
Concurrent with the sale of this property, the Account extinguished $8.9 million in outstanding mortgage debt, as shown in the Financings section.
Financings
Property Name
 
Financing Date
 
Ownership Percentage
 
Sector
 
Location
 
Financing Amount (1)
The Caruth
 
11/13/2017
 
100.00%
 
Apartments
 
Dallas, TX
 
$
(45.0
)
Storage Portfolio II (2)
 
11/30/2017
 
90.00%
 
Storage
 
Various, U.S.A.
 
175.0

DDR - Costco Plaza  
 
12/21/2017
 
85.00%
 
Retail
 
White Marsh, MD
 
(8.9
)
(1)  
Positive values represent new mortgage loans incurred during the period (or mortgage loans assumed by the Account through property acquisition). Negative values represent mortgage loan payoffs (or mortgage loans assigned to a buyer upon disposition).
(2)
This loan has an interest rate of 4.175%, and matures on December 1, 2027.

57


Contractual Obligations (1)  
The following table sets forth a summary regarding the Account’s known contractual obligations, including required interest payments for those items that are interest bearing, as of December 31, 2017 (amounts in millions):
 
 
Amounts Due During Years Ending December 31,
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Mortgage Loans Payable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Principal Payments
 
$
13.7

 
$
107.2

 
$
171.7

 
$
125.0

 
$
335.7

 
$
1,485.3

 
$
2,238.6

Interest Payments (2)
 
86.7

 
85.4

 
80.3

 
71.5

 
62.3

 
150.7

 
536.9

Total Mortgage Loans Payable
 
$
100.4

 
$
192.6

 
$
252.0

 
$
196.5

 
$
398.0

 
$
1,636.0

 
$
2,775.5

Other Commitments (3)
 
32.0

 
—

 
—

 
—

 
—

 
—

 
32.0

Tenant improvements (4)
 
47.6

 
—

 
—

 
—

 
—

 
—

 
47.6

Total Contractual Obligations
 
$
180.0

 
$
192.6

 
$
252.0

 
$
196.5

 
$
398.0

 
$
1,636.0

 
$
2,855.1

(1)  
The contractual obligations do not include payments on debt held in joint ventures, which are the obligation of the individual joint venture entities.
(2)  
These amounts represent interest payments due on mortgage loans payable based on the stated rates at December 31, 2017 .
(3)  
This includes the Account’s commitment to purchase interest in its limited partnerships, which could be called by the partner at any time.
(4)  
This amount represents tenant improvements and leasing inducements committed by the Account as of December 31, 2017 .


58


Effects of Inflation and Increasing Operating Expenses
Inflation, along with increased insurance, taxes, utilities and security costs, may increase property operating expenses in the future. Any such increases in operating expenses are generally billed to tenants either through contractual lease provisions in office, industrial, and retail properties or through rent increases in apartment complexes. The Account remains responsible for the expenses for unleased space in a property as well as expenses which may not be reimbursed under the terms of an existing lease.
Critical Accounting Policies
Management’s discussion and analysis of the Account’s financial condition and results of operations is based on the Account’s consolidated financial statements, which have been prepared by management in accordance with GAAP. The preparation of the Account’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements and disclosures. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgments about the effect of matters that are inherently uncertain and that may change in subsequent periods. Management evaluates its estimates and assumptions on an ongoing basis. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities of the Account that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Determination of Investments at Fair Value: The Account reports all investments and investment related mortgage loans payable at fair value. The Financial Accounting Standards Board (“FASB”) has defined fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
The following is a description of the valuation methodologies used to determine the fair value of the Account’s investments and investment related mortgage payables.
Valuation of Real Estate Properties —Investments in real estate properties are stated at fair value, as determined in accordance with policies and procedures reviewed by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole. Accordingly, the Account does not record depreciation. Determination of fair value involves judgment because the actual fair value of real estate can be determined only by negotiation between the parties in a sales transaction. The Account’s primary objective when valuing its real estate investments will be to produce a valuation that represents a reasonable estimate of the fair value of its investments. Implicit in the Account’s definition of fair value are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:
•
Buyer and seller are typically motivated;
•
Both parties are well informed or well advised, and acting in what they consider their best interests;
•
A reasonable time is allowed for exposure in the open market;
•
Payment is made in terms of cash or in terms of financial arrangements comparable thereto; and
•
The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.
Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates, and interest and inflation rates. As a result, determining real estate and investment values involves many assumptions. Key inputs and assumptions include rental income and expense amounts, related rental income and expense growth rates, capital expenditures, discount rates and capitalization rates. Valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or multiples applied to earnings from the property, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties. Amounts ultimately realized from each investment may vary significantly from the fair value presented.
Real estate properties owned by the Account are initially valued based on an independent third party appraisal, as reviewed by TIAA’s internal appraisal staff and as applicable the Account’s independent fiduciary at the time of the closing of the purchase, which may result in a potential unrealized gain or loss reflecting the difference between an investment’s fair value (i.e., exit price) and its cost basis (which is inclusive of transaction costs).

59


Subsequently, each property is appraised each quarter by an independent third party appraiser, reviewed by TIAA’s internal appraisal staff and as applicable the Account’s independent fiduciary. In general, the Account obtains appraisals of its real estate properties spread out throughout the quarter, which is intended to result in appraisal adjustments, and thus, adjustments to the valuations of its holdings (to the extent such adjustments are made) that happen regularly throughout each quarter and not on one specific day or month in each period.
Further, management reserves the right to order an appraisal and/or conduct another valuation outside of the normal quarterly process when facts or circumstances at a specific property change. For example, under certain circumstances a valuation adjustment could be made when the account receives a bona fide bid for the sale of a property held within the Account or one of the Account’s joint ventures. In addition, adjustments may be made for events or circumstances indicating an impairment of a tenant’s ability to pay amounts due to the Account under a lease (including due to a bankruptcy filing of that tenant). Alternatively, adjustments may be made to reflect the execution or renewal of a significant lease. Also, adjustments may be made to reflect factors (such as sales values for comparable properties or local employment rate) bearing uniquely on a particular region in which the Account holds properties. TIAA’s internal appraisal staff oversees the entire appraisal process, in conjunction with the Account’s independent fiduciary (the independent fiduciary is more fully described in the paragraph below). Any differences in the conclusions of TIAA’s internal appraisal staff and the independent appraiser will be reviewed by the independent fiduciary, which will make a final determination on the matter (which may include ordering a subsequent independent appraisal).
The independent fiduciary, RERC, has been appointed by a special subcommittee of the Investment Committee of the Board to, among other things, oversee the appraisal process. The independent fiduciary must approve all independent appraisers used by the Account. All appraisals are performed in accordance with Uniform Standards of Professional Appraisal Practices, the real estate appraisal industry standards created by The Appraisal Foundation. Real estate appraisals are estimates of property values based on a professional’s opinion. Appraisals of properties held outside of the U.S. are performed in accordance with industry standards commonly applied in the applicable jurisdiction. These independent appraisers are always expected to be MAI-designated members of the Appraisal Institute (or its European equivalent, Royal Institute of Chartered Surveyors) and state certified appraisers from national or regional firms with relevant property type experience and market knowledge. Under the Account’s current procedures, each independent appraisal firm will be rotated off of a particular property at least every three years, although such appraisal firm may perform appraisals of other Account properties subsequent to such rotation.
Also, the independent fiduciary can require additional appraisals if factors or events have occurred that could materially change a property’s value (including those identified above) and such change is not reflected in the quarterly valuation review, or otherwise to ensure that the Account is valued appropriately. The independent fiduciary must also approve any valuation change of real estate-related assets where a property’s value changed by more than 6% from the most recent independent annual appraisal, or if the value of the Account would change by more than 4% within any calendar quarter or more than 2% since the prior calendar month. When a real estate property is subject to a mortgage, the property is valued independently of the mortgage and the property and mortgage fair values are reported separately (see Valuation of Mortgage Loans Payable ). The independent fiduciary reviews and approves all mortgage valuation adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each real estate property and mortgage loan payable to calculate the Account’s daily net asset value until the next valuation review or appraisal.
Valuation of Real Estate Joint Ventures —Real estate joint ventures are stated at the fair value of the Account’s ownership interests of the underlying entities. The Account’s ownership interests are valued based on the fair value of the underlying real estate, any related mortgage loans payable, and other factors, such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. Upon the disposition of all real estate investments by an investee entity, the Account will continue to state its equity in the remaining net assets of the investee entity during the wind down period, if any, at fair value until the dissolution of the investee entity.
Valuation of Real Estate Limited Partnerships —Limited partnership interests are stated at the fair value of the Account’s ownership in the partnership which are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investments. Since market quotations

60


are not readily available, the limited partnership interests are valued at fair value as determined in good faith by management under the direction of the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.
Valuation of Marketable Securities —Equity securities listed or traded on any national market or exchange are valued at the last sale price as of the close of the principal securities market or exchange on which such securities are traded or, if there is no sale, at the mean of the last bid and asked prices on such market or exchange, exclusive of transaction costs.
Debt securities with readily available market quotations, other than money market instruments, are generally valued at the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). Debt securities, for which market quotations are not readily available, are valued at their fair value as determined in good faith by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.
Short-term investments are valued in the same manner as debt securities, as described above.
Money market instruments are valued at amortized cost, which approximates fair value.
Equity and fixed income securities traded on a foreign exchange or in foreign markets are valued using their closing values under the valuation methods generally accepted in the country where traded, as of the valuation date. This value is converted to U.S. dollars at the exchange rate in effect on the valuation day. Under certain circumstances (for example, if there are significant movements in the United States markets and there is an expectation the securities traded on foreign markets will adjust based on such movements when the foreign markets open the next day), the Account may adjust the value of equity or fixed income securities that trade on a foreign exchange or market after the foreign exchange or market has closed.
Valuation of Loans Receivable (i.e., the Account as a creditor) —Loans receivable are stated at fair value and are initially valued at the face amount of the loan funding. Subsequently, loans receivable are valued at least quarterly by TIAA’s internal valuation department based on market factors, such as market interest rates and spreads for comparable loans, the liquidity for loans of similar characteristics, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral) and the credit quality of the counterparty. The independent fiduciary reviews and approves all loan receivable valuations adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each loan receivable to calculate the Account’s daily net asset value until the next valuation review. Loan origination costs are expensed as incurred.
Valuation of Mortgage Loans Payable (i.e., the Account as a debtor) —Loans payable are stated at fair value. The estimated fair value of loans payable are based on the amount at which the liability could be transferred to a third party exclusive of transaction costs. Loans payable are valued internally by TIAA’s internal appraisal department and reviewed by the Account’s independent fiduciary, at least quarterly based on market factors, such as market interest rates and spreads for comparable loans, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral), the liquidity for loans of similar characteristics, the maturity date of the loan, the return demands of the market.
Foreign currency transactions and translation: Portfolio investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales of securities, income receipts and expense payments made in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the respective dates of the transactions. The effect of any changes in foreign currency exchange rates on portfolio investments and mortgage loans payable are included in net realized and unrealized gains and losses on real estate properties and mortgage loans payable. Net realized gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.
Accumulation and Annuity Funds: The accumulation fund represents the net assets attributable to participants in the accumulation phase of their investment (“Accumulation Fund”). The annuity fund represents the net assets attributable to the participants currently receiving annuity payments (“Annuity Fund”). The net increase or decrease

61


in net assets from investment operations is apportioned between the accounts based upon their relative daily net asset values. Once an Account participant begins receiving lifetime annuity income benefits, payment levels cannot be reduced as a result of the Account’s adverse mortality experience. In addition, the contracts pursuant to which the Account is offered are required to stipulate the maximum expense charge for all Account level expenses that can be assessed, which is not to exceed 2.5% of average net assets per year. The Account pays a fee to TIAA to assume mortality and expense risks.
Accounting for Investments: The investments held by the Account are accounted for as follows:
Real Estate Properties —Rent from real estate properties consists of all amounts earned under tenant operating leases, including base rent, recoveries of real estate taxes and other expenses and charges for miscellaneous services provided to tenants. Rental income is recognized in accordance with the billing terms of the lease agreements. The Account bears the direct expenses of the real estate properties owned. These expenses include, but are not limited to, fees to local property management companies, property taxes, utilities, maintenance, repairs, insurance, and other operating and administrative costs. An estimate of the net operating income earned from each real estate property is accrued by the Account on a daily basis and such estimates are adjusted when actual operating results are determined.
Real Estate Joint Ventures —The Account has limited ownership interests in various real estate joint ventures (collectively, the “joint ventures”). The Account records its contributions as increases to its investments in the joint ventures, and distributions from the joint ventures are treated as income within income from real estate joint ventures and limited partnerships in the Account’s Consolidated Statements of Operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Income from the joint ventures is recorded based on the Account’s proportional interest of the income distributed by the joint ventures. Income earned by the joint ventures, but not yet distributed to the Account by the joint ventures is recorded as unrealized gains and losses.
Limited Partnerships —The Account has limited ownership interests in various private real estate funds (primarily limited partnerships) and a private real estate investment trust (collectively, the “limited partnerships”). The Account records its contributions as increases to the investments, and distributions from the investments are treated as income within income from real estate joint ventures and limited partnerships in the Account’s Consolidated Statements of Operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Unrealized gains and losses are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investment. Changes in value based on such estimates are recorded by the Account as unrealized gains and losses.
Marketable Securities —Transactions in marketable securities are accounted for as of the date the securities are purchased or sold (trade date). Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date within dividend income. Dividends that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas dividends identified as capital gains or losses are recorded as realized gains or losses. Realized gains and losses on securities transactions are accounted for on the specific identification method.
Loans Receivable —Loans receivable are stated at fair value and are initially valued at the face amount of the loan funding. Subsequently, loans receivable are valued at least quarterly by TIAA’s internal valuation department with changes in fair value flowing through unrealized gain (loss). Interest income from loans receivable is recognized using the effective interest method over the expected life of the loan. All loans receivable held to date were originated directly by the Account.
Realized and Unrealized Gains and Losses —Unrealized gains and losses are recorded as the fair values of the Account’s investments are adjusted, and as discussed within the Real Estate Joint Ventures and Limited Partnerships sections above. Realized gains and losses are recorded at the time an investment is sold or a distribution is received from the joint ventures or limited partnerships. Real estate transactions are accounted for as of the date on which the purchase or sale transactions for the real estate properties close (settlement date). The Account recognizes a realized gain on the

62


sale of a real estate property to the extent that the contract sales price exceeds the cost-to-date of the property being sold. A realized loss occurs when the cost-to-date exceeds the sales price.
Net Assets —The Account’s net assets as of the close of each valuation day are valued by taking the sum of:
•
the value of the Account’s cash, cash equivalents, and short-term and other debt instruments;
•
the value of the Account’s other securities and other non-real estate assets;
•
the value of the individual real properties (based on the most recent valuation of that property) and other real estate-related investments owned by the Account;
•
an estimate of the net operating income accrued by the Account from its properties, other real estate-related investments and non-real estate-related investments (including short-term marketable securities) since the end of the prior valuation day; and
•
actual net operating income earned from the Account’s properties, other real estate-related investments and non-real estate-related investments (but only to the extent any such item of income differs from the estimated income accrued for on such investments),
and then reducing the sum by liabilities held within the Account, including the daily investment management fee, administration and distribution fees and certain other expenses attributable to operating the Account.
After the end of every quarter, the Account reconciles the amount of expenses deducted from the Account (which is established in order to approximate the costs that the Account will incur) with the expenses the Account actually incurred. If there is a difference, the Account adds it to or deducts it from the Account in equal daily installments over the remaining days of the following quarter. Material differences may be repaid in the current calendar quarter. The Account’s at-cost deductions are based on projections of Account assets and overall expenses, and the size of any adjusting payments will be directly affected by the difference between management’s projections and the Account’s actual assets or expenses.
Federal Income Taxes: Based on provisions of the Internal Revenue Code, Section 817, the Account is taxed as a segregated asset account of TIAA and as such, the Account should incur no material federal income tax attributable to the net investment activity of the Account.
The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017. The Act changes existing United States tax law and includes numerous provisions that will affect businesses. The Act reduces the U.S. corporate tax rate from 35% to 21%, includes several base broadening provisions, as well as, reform to the U.S. international tax system.
The Act does not result in any material impact to the Account.


63


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Account’s real estate holdings, including real estate joint ventures, limited partnerships and loans receivable, which, as of December 31, 2017 , represented 81.1% of the Account’s total investments, expose the Account to a variety of risks. These risks include, but are not limited to:
•
General Real Estate Risk—The risk that the Account’s property values or rental and occupancy rates could go down due to general economic conditions, a weak market for real estate generally, disruptions in the credit and/or capital markets, or changing supply and demand for certain types of properties;
•
Appraisal Risk—The risk that the sale price of an Account property (i.e . , the value that would be determined by negotiations between independent parties) might differ substantially from its estimated or appraised value, leading to losses or reduced profits to the Account upon sale;
•
Risk Relating to Property Sales—The risk that the Account might not be able to sell a property at a particular time for its full value, particularly in a poor market. This might make it difficult to raise cash quickly and also could lead to Account losses;
•
Risks of Borrowing—The risk that interest rate changes may impact Account returns if the Account takes out a mortgage on a property, buys a property subject to a mortgage or holds a property subject to a mortgage, and hedging against such interest rate changes, if undertaken by the Account, may entail additional costs and be unsuccessful; and
•
Foreign Currency Risk—The risk that the value of the Account’s foreign investments, related debt, or rental income could increase or decrease due to changes in foreign currency exchange rates or foreign currency exchange control regulations, and hedging against such currency changes, if undertaken by the Account, may entail additional costs and be unsuccessful.
The Account believes the diversification of its real estate portfolio, both geographically and by sector, along with its quarterly valuation procedure, helps manage the real estate and appraisal risks described above.
As of December 31, 2017 , 18.9% of the Account’s total investments were comprised of marketable securities. Marketable securities include high-quality debt instruments (i.e . , government agency notes) and REIT securities. The Account's Consolidated Statements of Investments sets forth the general financial terms of these instruments, along with their fair values, as determined in accordance with procedures described earlier in Critical Accounting Policies section above and in Note 1–Organization and Significant Accounting Policies to the Account’s Consolidated Financial Statements included herewith. As of the date of this report, the Account does not invest in derivative financial investments, nor does the Account engage in any hedging activity, although it may do so in selected circumstances in the future.
Risks associated with investments in real estate-related liquid assets (which could include, from time to time, REIT securities and CMBS), and non-real estate-related liquid assets, including financial/credit risk, market volatility risk, interest rate volatility risk and deposit/money market risk.
•
Financial/Credit Risk—The risk, for debt securities, that the issuer will not be able to pay principal and interest when due (and/or declare bankruptcy or be subject to receivership) and, for equity securities such as common or preferred stock, that the issuer’s current earnings will fall or that its overall financial soundness will decline, reducing the security’s value.
•
Market Volatility Risk—The risk that the Account’s investments will experience price volatility due to changing conditions in the financial markets regardless of the credit quality or financial condition of the underlying issuer. This risk is particularly acute to the extent the Account holds equity securities, which have experienced significant short-term price volatility over the past year. Also, to the extent the Account holds debt securities, changes in overall interest rates can cause price fluctuations.
•
Interest Rate Volatility—The risk that interest rate volatility may affect the Account’s current income from an investment.
•
Deposit/Money Market Risk—The risk that, to the extent the Account’s cash held in bank deposit accounts exceeds federally insured limits as to that bank, the Account could experience losses if banks fail. The Account does not believe it has exposure to significant concentration of deposit risk. In addition, there is some risk that investments held in money market accounts can suffer losses.

64


In addition, to the extent the Account were to hold mortgage-backed securities (including commercial mortgage-backed securities) these securities are subject to prepayment risk or extension risk (i.e . , the risk that borrowers will repay the loans earlier or later than anticipated). If the underlying mortgage assets experience faster than anticipated repayments of principal, the Account could fail to recoup some or all of its initial investment in these securities, since the original price paid by the Account was based in part on assumptions regarding the receipt of interest payments. If the underlying mortgage assets are repaid later than anticipated, the Account could lose the opportunity to reinvest the anticipated cash flows at a time when interest rates might be rising. The rate of prepayment depends on a variety of geographic, social and other functions, including prevailing market interest rates and general economic factors. The fair value of these securities is also highly sensitive to changes in interest rates. Note that the potential for appreciation, which could otherwise be expected to result from a decline in interest rates, may be limited by any increased prepayments. These securities may be harder to sell than other securities.
In addition to these risks, real estate equity securities (such as REIT stocks and mortgage-backed securities) would be subject to many of the same general risks inherent in real estate investing, making mortgage loans and investing in debt securities. For more information on the risks associated with all of the Account’s investments, see Item 1A. “Risk Factors” in this Form 10-K.


65


ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
TIAA REAL ESTATE ACCOUNT
 
Page


66


REPORT OF MANAGEMENT RESPONSIBILITY
To the Participants of the TIAA Real Estate Account:
The accompanying consolidated financial statements of the TIAA Real Estate Account (“Account”) of Teachers Insurance and Annuity Association of America (“TIAA”) are the responsibility of TIAA’s management. They have been prepared in accordance with accounting principles generally accepted in the United States of America and have been presented fairly and objectively in accordance with such principles.
TIAA has established and maintains an effective system of internal controls over financial reporting designed to provide reasonable assurance that assets are properly safeguarded, that transactions are properly executed in accordance with management’s authorization, and to carry out the ongoing responsibilities of management for reliable consolidated financial statements. In addition, TIAA’s internal audit personnel provide regular reviews and assessments of the internal controls and operations of the Account, and the Senior Managing Director, Chief Auditor of Internal Audit regularly reports to the Audit Committee of the TIAA Board of Trustees.
The independent registered public accounting firm of PricewaterhouseCoopers LLP has audited the accompanying consolidated financial statements for the years ended December 31, 2017 , 2016 and 2015 . The independent auditors report expresses an independent opinion on the fairness of presentation of the Account’s consolidated financial statements.
The Audit Committee of the TIAA Board of Trustees, comprised entirely of independent, non-management trustees, meets regularly with management, representatives of the independent registered public accounting firm and internal audit group personnel to review matters relating to financial reporting, internal controls and auditing. In addition to the annual independent audit of the Account’s consolidated financial statements, the New York State Insurance Department and other state insurance departments regularly examine the operations and consolidated financial statements of the Account as part of their periodic corporate examinations.
March 15, 2018
/s/ Carol W. Deckbar
 
Carol W. Deckbar
Executive Vice President, Institutional Investment & Endowment Services, Teachers Insurance and Annuity Association of America (Principal Executive Officer)
 
 
 
/s/ Virginia M. Wilson
 
Virginia M. Wilson
Senior Executive Vice President and Chief Financial Officer, Teachers Insurance and Annuity Association of America (Principal Financial Officer)


67


REPORT OF THE AUDIT COMMITTEE
To the Participants of the TIAA Real Estate Account:
The TIAA Audit Committee (“Committee”) oversees the financial reporting process of the TIAA Real Estate Account (“Account”) on behalf of TIAA’s Board of Trustees. The Committee operates in accordance with a formal written charter (copies of which are available upon request) which describes the Audit Committee’s responsibilities. All members of the Committee are independent, as defined under the listing standards of the New York Stock Exchange.
Management has the primary responsibility for the Account’s Consolidated Financial Statements, development and maintenance of a strong system of internal controls and disclosure controls, and compliance with applicable laws and regulations. In fulfilling its oversight responsibilities, the Committee reviewed and approved the audit plans of the internal audit group and the independent registered public accounting firm in connection with their respective audits of the Account. The Committee also meets regularly with the internal audit group and the independent registered public accounting firm, both with and without management present, to discuss the results of their examinations, their evaluation of internal controls, and the overall quality of financial reporting. As required by its charter, the Committee will formally evaluate rotation of the independent registered public accounting firm whenever circumstances warrant, but in no event will the evaluation be less frequent than every ten years of the engagement.
The Committee reviewed and discussed the accompanying audited consolidated financial statements with management, including a discussion of the quality and appropriateness of the accounting principles and financial reporting practices followed, the reasonableness of significant judgments, and the clarity and completeness of disclosures in the consolidated financial statements. The Committee has also discussed the audited consolidated financial statements with PricewaterhouseCoopers LLP, the independent registered public accounting firm responsible for expressing an opinion on the conformity of these audited consolidated financial statements with accounting principles generally accepted in the United States of America.
The discussion with PricewaterhouseCoopers LLP focused on their judgments concerning the quality and appropriateness of the accounting principles and financial reporting practices followed by the Account, the clarity and completeness of the consolidated financial statements and related disclosures, and other significant matters, such as any significant changes in accounting policies, internal controls, management judgments and estimates, and the nature of any uncertainties or unusual transactions. In addition, the Committee discussed with PricewaterhouseCoopers LLP the auditors’ independence from management and the Account, and has received a written disclosure regarding such independence, as required by the Securities and Exchange Commission.
Based on the review and discussions referred to above, the Committee has approved the release of the accompanying audited consolidated financial statements for publication and filing with appropriate regulatory authorities.

James R. Chambers, Audit Committee Chair
Jeffrey R. Brown, Audit Committee Member
Lisa W. Hess, Audit Committee Member
Lawrence H. Linden, Audit Committee Member
Maureen O’Hara, Audit Committee Member
Donald K. Peterson, Audit Committee Member
Dorothy K. Robinson, Audit Committee Member

March 15, 2018


68


TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In millions, except per accumulation unit amounts)
 
 
December 31,
2017
 
2016
ASSETS
 
 
 
 
 
 
Investments, at fair value:
 
 
 
 
 
 
Real estate properties
(cost: $12,972.5 and $12,818.1)
 
$
15,742.7

 
 
$
15,452.8

 
Real estate joint ventures and limited partnerships
(cost: $4,675.3 and $4,530.4)
 
6,003.0

 
 
5,759.9

 
Marketable securities:
 
 
 
 
 
 
Real estate related
(cost: $991.0 and $883.9)
 
1,238.0

(1)  
 
1,081.5

(1)  
Other
(cost: $3,888.1 and $4,054.0)
 
3,887.5

 
 
4,053.8

 
Loans receivable
(cost: $296.7 and $294.8)
 
298.8

 
 
295.7

 
Total investments
(cost: $22,823.6 and $22,581.2)
 
27,170.0

 
 
26,643.7

 
Cash and cash equivalents
 
11.7

 
 
3.0

 
Due from investment manager
 
1.0

 
 
5.9

 
Other
 
270.9

(2)  
 
332.6

(2)  
TOTAL ASSETS
 
27,453.6

 
 
26,985.2

 
LIABILITIES
 
 
 
 
 
 
Mortgage loans payable, at fair value
 
 
 
 
 
 
(principal outstanding: $2,238.6 and $2,316.5)
 
2,238.3

 
 
2,332.1

 
Accrued real estate property expenses
 
199.1

 
 
202.2

 
Payable for collateral for securities loaned
 
18.5

 
 
93.0

 
Other
 
55.1

 
 
53.2

 
TOTAL LIABILITIES
 
2,511.0

 
 
2,680.5

 
COMMITMENTS AND CONTINGENCIES
 

 
 

 
NET ASSETS
 
 
 
 
 
 
Accumulation Fund
 
24,430.8

 
 
23,813.5

 
Annuity Fund
 
511.8

 
 
491.2

 
TOTAL NET ASSETS
 
$
24,942.6

 
 
$
24,304.7

 
NUMBER OF ACCUMULATION UNITS OUTSTANDING
 
61.3

 
 
62.4

 
NET ASSET VALUE, PER ACCUMULATION UNIT
 
$
398.329

 
 
$
381.636

 
(1) Includes securities loaned of $18.1 million at December 31, 2017 and $91.2 million at December 31, 2016 .
(2) Includes cash collateral for securities loaned of $18.5 million at December 31, 2017 and $93.0 million at December 31, 2016 .








See notes to the consolidated financial statements

69


TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
 
 
Years Ended December 31,
2017
 
2016
 
2015
INVESTMENT INCOME
 
 
 
 
 
 
Real estate income, net
 
 
 
 
 
 
Rental income
 
$
1,059.6

 
$
1,009.0

 
$
919.1

Real estate property level expenses and taxes:
 
 
 
 
 
 
Operating expenses
 
221.2

 
218.1

 
207.4

Real estate taxes
 
166.7

 
158.7

 
144.4

Interest expense
 
89.7

 
85.8

 
81.1

Total real estate property level expenses and taxes
 
477.6

 
462.6

 
432.9

Real estate income, net
 
582.0

 
546.4

 
486.2

Income from real estate joint ventures and limited partnerships
 
214.1

 
161.8

 
140.1

Interest
 
54.1

 
26.4

 
10.1

Dividends
 
26.3

 
32.5

 
47.5

TOTAL INVESTMENT INCOME
 
876.5

 
767.1

 
683.9

Expenses
 
 
 
 
 
 
Investment management charges
 
72.0

 
72.6

 
69.3

Administrative charges
 
59.3

 
62.1

 
56.9

Distribution charges
 
25.7

 
27.7

 
23.9

Mortality and expense risk charges
 
1.2

 
1.2

 
1.1

Liquidity guarantee charges
 
47.0

 
38.4

 
31.7

TOTAL EXPENSES
 
205.2

 
202.0

 
182.9

INVESTMENT INCOME, NET
 
671.3

 
565.1

 
501.0

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
 
 
 
 
 
 
Net realized gain (loss) on investments
 
 
 
 
 
 
Real estate properties
 
42.0

 
(6.2
)
 
215.4

Real estate joint ventures and limited partnerships
 
(21.9
)
 
0.6

 
167.3

Marketable securities
 
17.6

 
25.6

 
235.8

Net realized gain on investments
 
37.7

 
20.0

 
618.5

Net change in unrealized appreciation (depreciation) on
 
 
 
 
 
 
Real estate properties
 
135.5

 
317.5

 
487.2

Real estate joint ventures and limited partnerships
 
146.8

 
236.9

 
288.6

Marketable securities
 
50.0

 
30.0

 
(255.1
)
Loans receivable
 
1.2

 
0.3

 
0.6

Mortgage loans payable
 
15.9

 
15.1

 
5.6

Net change in unrealized appreciation on
investments and mortgage loans payable
 
349.4

 
599.8

 
526.9

NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS AND
MORTGAGE LOANS PAYABLE
 
387.1

 
619.8

 
1,145.4

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS
 
$
1,058.4

 
$
1,184.9

 
$
1,646.4


See notes to the consolidated financial statements

70


TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(In millions)
 
 
Years Ended December 31,
2017
 
2016
 
2015
FROM OPERATIONS
 
 
 
 
 
 
Investment income, net
 
$
671.3

 
$
565.1

 
$
501.0

Net realized gain on investments
 
37.7

 
20.0

 
618.5

Net change in unrealized appreciation on investments and mortgage loans payable
 
349.4

 
599.8

 
526.9

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS
 
1,058.4

 
1,184.9

 
1,646.4

FROM PARTICIPANT TRANSACTIONS
 
 
 
 
 
 
Premiums
 
2,561.7

 
3,064.2

 
2,852.3

Annuity payments
 
(43.4
)
 
(41.0
)
 
(36.7
)
Withdrawals and death benefits
 
(2,938.8
)
 
(2,263.4
)
 
(1,931.0
)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM
PARTICIPANT TRANSACTIONS
 
(420.5
)
 
759.8

 
884.6

NET INCREASE IN NET ASSETS
 
637.9

 
1,944.7

 
2,531.0

NET ASSETS
 
 
 
 
 
 
Beginning of period
 
24,304.7

 
22,360.0

 
19,829.0

End of period
 
$
24,942.6

 
$
24,304.7

 
$
22,360.0



























See notes to the consolidated financial statements

71


TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
 
Years Ended December 31,
2017
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
Net increase in net assets resulting from operations
 
$
1,058.4

 
$
1,184.9

 
$
1,646.4

Adjustments to reconcile net changes in net assets resulting from operations to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Net realized gain on investments
 
(37.7
)
 
(20.0
)
 
(618.5
)
Net change in unrealized appreciation on investments and mortgage loans payable
 
(349.4
)
 
(599.8
)
 
(526.9
)
Purchase of real estate properties
 
(538.2
)
 
(623.9
)
 
(1,229.6
)
Capital improvements on real estate properties
 
(130.1
)
 
(157.2
)
 
(167.9
)
Proceeds from sale of real estate properties
 
525.5

 
251.1

 
442.9

Purchases of long term investments
 
(592.0
)
 
(1,379.4
)
 
(1,102.4
)
Proceeds from long term investments
 
385.3

 
68.3

 
1,499.8

Increase in loans receivable
 
(1.9
)
 
(194.8
)
 
(100.0
)
(Increase) decrease in other investments
 
165.9

 
153.6

 
(376.5
)
Change in due to (from) investment manager
 
4.9

 
(0.2
)
 
1.5

(Increase) decrease in other assets
 
61.7

 
(102.4
)
 
(33.3
)
Increase (decrease) in other liabilities
 
(72.6
)
 
122.3

 
29.1

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
 
479.8

 
(1,297.5
)
 
(535.4
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
Mortgage loan proceeds received
 
—

 
563.5

 
—

Payments of mortgage loans
 
(50.6
)
 
(34.7
)
 
(373.8
)
Premiums
 
2,561.7

 
3,064.2

 
2,852.3

Annuity payments
 
(43.4
)
 
(41.0
)
 
(36.7
)
Withdrawals and death benefits
 
(2,938.8
)
 
(2,263.4
)
 
(1,931.0
)
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES
 
(471.1
)
 
1,288.6

 
510.8

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
 
8.7

 
(8.9
)
 
(24.6
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
Beginning of period
 
3.0

 
11.9

 
36.5

End of period
 
$
11.7

 
$
3.0

 
$
11.9

SUPPLEMENTAL DISCLOSURES
 
 
 
 
 
 
Cash paid for interest
 
$
89.9

 
$
84.2

 
$
82.7

Debt assumed as part of a real estate acquisition
 
$
17.7

 
$
24.0

 
$
—

Loan assignment as part of a real estate disposition
 
$
45.0

 
$
—

 
$
200.0

Conversion of note receivable
 
$
—

 
$
—

 
$
100.6


See notes to the consolidated financial statements

72


TIAA REAL ESTATE ACCOUNT
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Organization and Significant Accounting Policies
Business: The TIAA Real Estate Account (“Account”) is an insurance separate account of Teachers Insurance and Annuity Association of America (“TIAA”) and was established by resolution of TIAA’s Board of Trustees (the “Board”) on February 22, 1995, under the insurance laws of the State of New York, for the purpose of funding variable annuity contracts issued by TIAA. The Account offers individual and group accumulating annuity contracts (with contributions made on a pre-tax or after-tax basis), as well as individual lifetime and term-certain variable payout annuity contracts (including the payment of death benefits to beneficiaries). Investors are entitled to transfer funds to or from the Account, and make withdrawals from the Account on a daily basis, under certain circumstances. Funds invested in the Account for each category of contract are expressed in terms of units, and unit values will fluctuate depending on the Account’s performance.
The investment objective of the Account is to seek favorable long-term returns primarily through rental income and capital appreciation from real estate and real estate-related investments owned by the Account. The Account holds real estate properties directly and through subsidiaries wholly-owned by TIAA for the benefit of the Account. The Account also holds limited interests in real estate joint ventures and limited partnerships, as well as investments in loans receivable with commercial real estate properties as underlying collateral. Additionally, the Account invests in real estate-related and non-real estate-related publicly traded securities, cash and other instruments to maintain adequate liquidity levels for operating expenses, capital expenditures and to fund benefit payments (withdrawals, transfers and related transactions).
Basis of Presentation: The accompanying Consolidated Financial Statements include the Account and those subsidiaries wholly-owned by TIAA for the benefit of the Account. All significant intercompany accounts and transactions between the Account and such subsidiaries have been eliminated.
The Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America, which requires the use of estimates made by management. Actual results may vary from those estimates and such differences may be material. The following is a summary of the significant accounting policies of the Account.
The Accumulation Unit Value (“AUV”) used for financial reporting purposes may differ from the AUV used for processing transactions. The AUV used for financial reporting purposes includes security and participant transactions effective through the period end date to which this report relates. Total return is computed based on the AUV used for processing transactions.
Determination of Investments at Fair Value: The Account reports all investments at fair value in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. Further in accordance with the adoption of the fair value option allowed under ASC 825, Financial Instruments , and at the election of Account management, mortgage loans payable are reported at fair value. The FASB has defined fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
The following is a description of the valuation methodologies used to determine the fair value of the Account’s investments and investment related mortgage loans payable.
Valuation of Real Estate Properties —Investments in real estate properties are stated at fair value, as determined in accordance with policies and procedures reviewed by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole. Accordingly, the Account does not record depreciation. Determination of fair value involves significant levels of judgment because the actual fair value of real estate can be determined only by negotiation between the parties in a sales transaction. The Account’s primary objective when valuing its real estate investments will be to produce a valuation that represents a reasonable estimate of the fair value of its investments.

73


Implicit in the Account’s definition of fair value are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:
•
Buyer and seller are typically motivated;
•
Both parties are well informed or well advised, and acting in what they consider their best interests;
•
A reasonable time is allowed for exposure in the open market;
•
Payment is made in terms of cash or in terms of financial arrangements comparable thereto; and
•
The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.
Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates, and interest and inflation rates. As a result, determining real estate and investment values involves many assumptions. Key inputs and assumptions include rental income and expense amounts, related rental income and expense growth rates, capital expenditures, discount rates and capitalization rates. Valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or multiples applied to earnings from the property, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties. Amounts ultimately realized from each investment may vary significantly from the fair value presented.
Real estate properties owned by the Account are initially valued based on an independent third party appraisal, as reviewed by TIAA’s internal appraisal staff and as applicable by the Account’s independent fiduciary at the time of the closing of the purchase. Such initial valuation may result in a potential unrealized gain or loss reflecting the difference between an investment’s fair value (i.e., exit price) and its cost basis (which is inclusive of transaction costs).
Subsequently, each property is appraised each quarter by an independent third party appraiser, reviewed by TIAA’s internal appraisal staff and as applicable the Account’s independent fiduciary. In general, the Account obtains appraisals of its real estate properties spread out throughout the quarter, which is intended to result in appraisal adjustments, and thus, adjustments to the valuations of its holdings (to the extent such adjustments are made) that happen regularly throughout each quarter and not on one specific day or month in each period.
Further, management reserves the right to order an appraisal and/or conduct another valuation outside of the normal quarterly process when facts or circumstances at a specific property change. For example, under certain circumstances a valuation adjustment could be made when the account receives a bona fide bid for the sale of a property held within the Account or one of the Account’s joint ventures. Adjustments may be made for events or circumstances indicating an impairment of a tenant’s ability to pay amounts due to the Account under a lease (including due to a bankruptcy filing of that tenant). Alternatively, adjustments may be made to reflect the execution or renewal of a significant lease. Also, adjustments may be made to reflect factors (such as sales values for comparable properties or local employment rate) bearing uniquely on a particular region in which the Account holds properties. TIAA’s internal appraisal staff oversees the entire appraisal process, in conjunction with the Account’s independent fiduciary (the independent fiduciary is more fully described in the following paragraph). Any differences in the conclusions of TIAA’s internal appraisal staff and the independent appraiser will be reviewed by the independent fiduciary, which will make a final determination on the matter (which may include ordering a subsequent independent appraisal).
The independent fiduciary, RERC, LLC, has been appointed by a special subcommittee of the Investment Committee of the Board to, among other things, oversee the appraisal process. The independent fiduciary must approve all independent appraisers used by the Account. All appraisals are performed in accordance with Uniform Standards of Professional Appraisal Practices, the real estate appraisal industry standards created by The Appraisal Foundation. Real estate appraisals are estimates of property values based on a professional’s opinion. Appraisals of properties held outside of the U.S. are performed in accordance with industry standards commonly applied in the applicable jurisdiction. These independent appraisers are always expected to be MAI-designated members of the Appraisal Institute (or its European equivalent, Royal Institute of Chartered Surveyors) and state certified appraisers from national or regional firms with relevant property type experience and market knowledge. Under the Account’s current procedures, each independent appraisal firm will be rotated off of a particular property at least every three years, although such appraisal firm may perform appraisals of other Account properties subsequent to such rotation.

74


Also, the independent fiduciary can require additional appraisals if factors or events have occurred that could materially change a property’s value (including those identified above) and such change is not reflected in the quarterly valuation review, or otherwise to ensure that the Account is valued appropriately. The independent fiduciary must also approve any valuation change of real estate-related assets where a property’s value changed by more than 6% from the most recent independent annual appraisal, or if the value of the Account would change by more than 4% within any calendar quarter or more than 2% since the prior calendar month. When a real estate property is subject to a mortgage, the property is valued independently of the mortgage and the property and mortgage fair values are reported separately (see Valuation of Mortgage Loans Payable ). The independent fiduciary reviews and approves all mortgage valuation adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each real estate property and mortgage loan payable to calculate the Account’s daily net asset value until the next valuation review or appraisal.
Valuation of Real Estate Joint Ventures —Real estate joint ventures are stated at the fair value of the Account’s ownership interests of the underlying entities. The Account’s ownership interests are valued based on the fair value of the underlying real estate, any related mortgage loans payable, and other factors, such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. Upon the disposition of all real estate investments by an investee entity, the Account will continue to state its equity in the remaining net assets of the investee entity during the wind down period, if any, which occurs prior to the dissolution of the investee entity.
Valuation of Real Estate Limited Partnerships —Limited partnership interests are stated at the fair value of the Account’s ownership in the partnership which are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investments. Since market quotations are not readily available, the limited partnership interests are valued at fair value as determined in good faith by management under the direction of the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.
Valuation of Marketable Securities —Equity securities listed or traded on any national market or exchange are valued at the last sale price as of the close of the principal securities market or exchange on which such securities are traded or, if there is no sale, at the mean of the last bid and asked prices on such market or exchange, exclusive of transaction costs.
Debt securities with readily available market quotations, other than money market instruments, are generally valued at the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). Debt securities for which market quotations are not readily available, are valued at fair value as determined in good faith by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.
Short-term investments are valued in the same manner as debt securities, as described above.
Money market instruments are valued at amortized cost, which approximates fair value.
Equity and fixed income securities traded on a foreign exchange or in foreign markets are valued using their closing values under the valuation methods generally accepted in the country where traded, as of the valuation date. This value is converted to U.S. dollars at the exchange rate in effect on the valuation day. Under certain circumstances (for example, if there are significant movements in the U.S. markets and there is an expectation the securities traded on foreign markets will adjust based on such movements when the foreign markets open the next day), the Account may adjust the value of equity or fixed income securities that trade on a foreign exchange or market after the foreign exchange or market has closed.
Valuation of Loans Receivable (i.e. the Account as a creditor) —Loans receivable are stated at fair value and are initially valued at the face amount of the loan funding. Subsequently, loans receivable are valued at least quarterly by TIAA’s internal valuation department based on market factors, such as market interest rates and spreads for comparable loans, the liquidity for loans of similar characteristics, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral) and the credit quality of the counterparty. The independent fiduciary

75


reviews and approves all loan receivable valuation adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each loan receivable to calculate the Account’s daily net asset value until the next valuation review. Loan origination costs are expensed as incurred.
Valuation of Mortgage Loans Payable (i.e. the Account as a debtor) —Mortgage loans payable are stated at fair value. The estimated fair values of mortgage loans payable are based on the amount at which the liability could be transferred to a third party exclusive of transaction costs. Mortgage loans payable are valued internally by TIAA’s internal valuation department, as reviewed by the Account’s independent fiduciary, at least quarterly based on market factors, such as market interest rates and spreads for comparable loans, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral), the liquidity for mortgage loans of similar characteristics, the maturity date of the loan and the return demands of the market.
See Note 5 — Assets and Liabilities Measured at Fair Value on a Recurring Basis for further discussion and disclosure regarding the determination of the fair value of the Account’s investments.
Foreign Currency Transactions and Translation: Portfolio investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales of securities, income receipts and expense payments made in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the respective dates of the transactions. The effect of any changes in foreign currency exchange rates on portfolio investments and mortgage loans payable are included in net realized and unrealized gains and losses on real estate properties and mortgage loans payable. Net realized gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.
Accumulation and Annuity Funds: The accumulation fund represents the net assets attributable to participants in the accumulation phase of their investment (“Accumulation Fund”). The annuity fund represents the net assets attributable to the participants currently receiving annuity payments (“Annuity Fund”). The net increase or decrease in net assets from investment operations is apportioned between the accounts based upon their relative daily net asset values. Once an Account participant begins receiving lifetime annuity income benefits, payment levels cannot be reduced as a result of the Account’s actual mortality experience. In addition, the contracts pursuant to which the Account is offered are required to stipulate the maximum expense charge for all Account level expenses that can be assessed, which is not to exceed 2.5% of average net assets per year. The Account pays a fee to TIAA to assume mortality and expense risks.
Accounting for Investments: The investments held by the Account are accounted for as follows:
Real Estate Properties —Rent from real estate properties consists of all amounts earned under tenant operating leases, including base rent, recoveries of real estate taxes and other expenses and charges for miscellaneous services provided to tenants. Rental income is recognized in accordance with the billing terms of the lease agreements. The Account bears the direct expenses of the real estate properties owned. These expenses include, but are not limited to, fees to local property management companies, property taxes, utilities, maintenance, repairs, insurance, and other operating and administrative costs. An estimate of the net operating income earned from each real estate property is accrued by the Account on a daily basis and such estimates are adjusted when actual operating results are determined.
Real Estate Joint Ventures —The Account has limited ownership interests in various real estate joint ventures (collectively, the “joint ventures”). The Account records its contributions as increases to its investments in the joint ventures, and distributions from the joint ventures are treated as income within income from real estate joint ventures and limited partnerships in the Account’s Consolidated Statements of Operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Income distributions from the joint ventures are recorded based on the Account’s proportional interest of the income distributed by the joint ventures. Income earned but not yet distributed to the Account by the joint ventures is recorded as unrealized gains and losses.
Limited Partnerships —The Account has limited ownership interests in various private real estate funds (primarily limited partnerships) and a private real estate investment trust (collectively, the “limited partnerships”). The Account records its contributions as increases to the investments, and distributions from the investments are treated as income

76


within income from real estate joint ventures and limited partnerships in the Account’s Consolidated Statements of Operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Unrealized gains and losses are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investments. Changes in value based on such estimates are recorded by the Account as unrealized gains and losses.
Marketable Securities —Transactions in marketable securities are accounted for as of the date the securities are purchased or sold (trade date). Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date within dividend income. Dividends that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas dividends identified as capital gains or losses are recorded as realized gains or losses. Realized gains and losses on securities transactions are accounted for on the specific identification method.
Loans Receivable —Loans receivable are stated at fair value and are initially valued at the face amount of the loan funding. Subsequently, loans receivable are valued at least quarterly by TIAA’s internal valuation department with changes in fair value flowing through unrealized gain (loss).  Interest income from loans receivable is recognized using the effective interest method over the expected life of the loan.  All loans receivable held to date were originated directly by the Account.
Realized and Unrealized Gains and Losses —Realized gains and losses are recorded at the time an investment is sold or a distribution is received in relation to an investment sale from a joint venture or limited partnership. Real estate transactions are accounted for as of the date on which the purchase or sale transactions for the real estate properties close (settlement date). The Account recognizes a realized gain on the sale of a real estate property to the extent that the contract sales price exceeds the cost-to-date of the property being sold. A realized loss occurs when the cost-to-date exceeds the sales price. Unrealized gains and losses are recorded as the fair values of the Account’s investments are adjusted, and as discussed within the Real Estate Joint Ventures and Limited Partnerships sections above.
Net Assets —The Account’s net assets as of the close of each valuation day are valued by taking the sum of:
•
the value of the Account’s cash; cash equivalents, and short-term and other debt instruments;
•
the value of the Account’s other securities and other non-real estate assets;
•
the value of the individual real properties (based on the most recent valuation of that property) and other real estate-related investments owned by the Account;
•
an estimate of the net operating income accrued by the Account from its properties, other real estate-related investments and non-real estate-related investments (including short-term marketable securities) since the end of the prior valuation day; and
•
actual net operating income earned from the Account’s properties, other real estate-related investments and non-real estate-related investments (but only to the extent any such item of income differs from the estimated income accrued for on such investments),
and then reducing the sum by liabilities held within the Account, including the daily investment management fee, administration and distribution fees, mortality and expense fee, and liquidity guarantee fee, and certain other expenses attributable to operating the Account. Daily estimates of net operating income are adjusted to reflect actual net operating income on a monthly basis, at which time such adjustments (if any) are reflected in the Account’s unit value.
After the end of every quarter, the Account reconciles the amount of expenses deducted from the Account (which is established in order to approximate the costs that the Account will incur) with the expenses the Account actually incurred. If there is a difference, the Account adds it to or deducts it from the Account in equal daily installments over the remaining days of the following quarter. Material differences may be repaid in the current calendar quarter. The Account’s at-cost deductions are based on projections of Account assets and overall expenses, and the size of any adjusting payments will be directly affected by the difference between management’s projections and the Account’s actual assets or expenses.

77


Income from Securities Lending: The Account may lend securities to qualified borrowers to generate additional income. When loaning securities, the Account retains the benefits of owning the securities, including the economic equivalent of dividends or interest generated by the securities. Cash collateral received for securities on loan is maintained exclusively in an interest-bearing deposit account. All income generated by the securities lending program is reflected within interest income on the Account's Consolidated Statements of Operations.
Cash and Cash Equivalents: Cash and cash equivalents are balances held by the Account in bank deposit accounts which, at times, exceed federally insured limits. The Account’s management monitors these balances to mitigate the exposure of risk due to concentration and has not experienced any losses from such concentration.
Other Assets and Other Liabilities: Other assets and other liabilities consist of operating assets and liabilities utilized and held at each individual real estate property investment. Other assets consist of, amongst other items, cash, tenant receivables and prepaid expenses; whereas other liabilities primarily consist of security deposits. Other assets also include cash collateral held for securities on loan.
Federal Income Taxes: Based on provisions of the Internal Revenue Code, Section 817, the Account is taxed as a segregated asset account of TIAA and as such, the Account incurs no material federal income tax attributable to the net investment activity of the Account. The Account’s federal income tax return is generally subject to examination for a period of three years after filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed the Account’s tax positions taken for all open federal income tax years and has concluded that no provision for federal income tax is required in the Account’s Consolidated Financial Statements.
The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017. The Act changes existing United States tax law and includes numerous provisions that will affect businesses. The Act reduces the U.S. corporate tax rate from 35% to 21%, includes several base broadening provisions, as well as, reform to the US international tax system.
The Act does not result in any material impact to the Account.
Restricted Cash: The Account held $42.3 million and $45.8 million as of December 31, 2017 and 2016 , respectively, in escrow accounts for property taxes, insurance, and various other property related matters as required by certain creditors related to outstanding mortgage loans payable collateralized by certain real estate investments. These amounts are recorded within Other Assets on the Account's Consolidated Statements of Assets and Liabilities. See Note 8—Mortgage Loans Payable for additional information regarding the Account’s outstanding mortgage loans payable.
Changes in Net Assets: Premiums include premiums paid by existing accumulation unit holders in the Account and transfers into the Account. Withdrawals and death benefits include withdrawals out of the Account which include transfers out of the Account and required minimum distributions.
Due to/from Investment Manager: Due to/from investment manager represents amounts that are to be paid or received by TIAA on behalf of the Account. Amounts generally are paid or received by the Account within one or two business days and no interest is contractually charged on these amounts.
New Accounting Pronouncements: In May 2014, the FASB issued Accounting Standard Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 supersedes all existing revenue recognition guidance and establishes a five-step model to measure and recognize revenue. ASU 2014-09 will be effective for fiscal years beginning after December 15, 2017, the Account will adopt ASU 2014-09 as of January 1, 2018 utilizing the modified retrospective adoption approach. The Account has completed its implementation analysis of ASU 2014-09 and determined it will be immaterially impacted by the adoption.
In January 2016, the FASB issued ASU 2016-1 Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-1”). This ASU amends, among other items, certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. These amendments are effective for public business entities for fiscal years and interim periods within those fiscal years beginning after December 15,

78


2017, and the Account plans to adopt the guidance as of January 1, 2018. Management has completed its initial scoping for the adoption of the ASU 2016-01 and does not expect the guidance to materially impact the Account.
In February 2016, the FASB issued ASU 2016-2 Leases (Topic 842) (“ASU 2016-2”) which will supersede Topic 840, Leases. This ASU applies to all entities that enter into a lease. Lessees will be required to report assets and liabilities that arise from leases. Lessor accounting is expected to remain unchanged except in certain circumstances. The ASU also contains certain practical expedients, which the Account plans to elect, including the practical expedient not to separate lease and non-lease components whereby both components are accounted for and recognized as lease components. In January 2018, the FASB issued a proposal for comment that would allow lessors to elect a similar practical expedient by class of underlying assets to not separate non-lease components from the lease component. The Lessor’s practical expedient election would be limited to circumstances in which (i) the timing and pattern of revenue recognition are the same for the non-lease component and the related lease component and (ii) the combined single lease component would be classified as an operating lease. If the exposed practical expedient is issued in its existing form, the Account expects to elect the practical expedient which would allow the Account the ability to combine the lease and non-lease components if the underlying asset meets the two criteria above. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including all interim periods within those fiscal years. Management has completed its initial scoping for the adoption of the ASU 2016-2 and does not expect the adoption of such guidance to materially impact the Account.
In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies how to present cash receipts and cash payments for certain activity in the Statement of Cash Flows. These amendments are effective for public business entities within those fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and should be applied using a retrospective transition method to each period presented. Management has completed its initial scoping for the adoption of the ASU 2016-15 and does not expect the adoption of such guidance to materially impact the Account. The Account plans to adopt the guidance as of January 1, 2018.
In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The statement of cash flows should present beginning-of-period and end-of-period total amounts that include cash and restricted cash. Transfers between cash and restricted cash will no longer be presented as operating activities within the statement of cash flows. ASU 2016-18 is effective for annual financial statements issued for fiscal years beginning after December 15, 2017 and should be applied using a retrospective transition method to each period presented. Management expects that the impact of ASU 2016-18 will require modification to the presentation of restricted cash on the Account's Consolidated Statements of Cash Flows. The Account plans to adopt the guidance as of January 1, 2018.
In January 2017, the FASB issued Accounting Standard Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 provides guidance for evaluating whether a set of transferred assets and activities is a business, which may result in certain real estate acquisitions being accounted for as asset acquisitions rather than business combinations. ASU 2017-01 will be effective for fiscal years beginning after December 15, 2017, however, this guidance will not impact the Account.
In March 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The amendments in ASU 2017-05 clarify the scope and application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. ASU 2017-05 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments may be either retrospectively applied to each period presented within the financial statements or by a cumulative-effect adjustment to retained earnings or net assets as of the beginning of the fiscal year of adoption. The Account will elect the modified retrospective approach upon adoption. Management has completed its initial scoping for the adoption of the ASU 2017-05 and does not expect the guidance to materially impact the Account. The Account plans to adopt the guidance as of January 1, 2018.

79


Note 2—Management Agreements, Arrangements and Related Party Transactions
Investment advisory services for the Account are provided by TIAA employees, under the direction of the Board and its Investment Committee, pursuant to investment management procedures adopted by TIAA for the Account. TIAA’s investment management decisions for the Account are subject to review by the Account’s independent fiduciary. TIAA also provides various portfolio accounting and related services for the Account.
The Account is a party to the Distribution Agreement for the Contracts Funded by the TIAA Real Estate Account (the “Distribution Agreement”), dated January 1, 2008, by and among TIAA, for itself and on behalf of the Account, and TIAA-CREF Individual and Institutional Services, LLC (“Services”), a wholly-owned subsidiary of TIAA, a registered broker-dealer and a member of the Financial Industry Regulatory Authority. Pursuant to the Distribution Agreement, Services performs distribution services for the Account which include, among other things, (i) distribution of annuity contracts issued by TIAA and funded by the Account, (ii) advising existing annuity contract owners in connection with their accumulations and (iii) helping employers implement and manage retirement plans. In addition, TIAA performs administrative functions for the Account, which include, among other things, (i) maintaining accounting records and performing accounting services, (ii) receiving and allocating premiums, (iii) calculating and making annuity payments, (iv) processing withdrawal requests, (v) providing regulatory compliance and reporting services, (vi) maintaining the Account’s records of contract ownership and (vii) otherwise assisting generally in all aspects of the Account’s operations. Both distribution services (pursuant to the Distribution Agreement) and administrative services are provided to the Account by Services and TIAA, as applicable, on an at cost basis.
The Distribution Agreement is terminable by either party upon 60 days written notice and terminates automatically upon any assignment thereof.
TIAA and Services provide investment management, administrative and distribution services at cost. TIAA and Services receive payments from the Account on a daily basis according to formulas established each year and adjusted periodically with the objective of keeping the payments as close as possible to the Account’s expenses actually incurred. Any differences between actual expenses and the amounts paid by the Account are adjusted quarterly.
TIAA also provides a liquidity guarantee to the Account, for a fee, to ensure that sufficient funds are available to meet participant transfer and cash withdrawal requests in the event that the Account’s cash flows and liquid investments are insufficient to fund such requests. TIAA ensures sufficient funds are available for such transfer and withdrawal requests by purchasing accumulation units of the Account.
In accordance with this liquidity guarantee obligation, TIAA guarantees that all participants in the Account may redeem their accumulation units at their accumulation unit value next determined after their transfer or cash withdrawal request is received in good order. Liquidity units owned by TIAA are valued in the same manner as accumulation units owned by the Account’s participants. Management believes that TIAA has the ability to meet its obligations under the liquidity guarantee.
In accordance with a prohibited transaction exemption from the U.S. Department of Labor (PTE 96-76), the Account’s independent fiduciary, RERC, has certain responsibilities with respect to the Account that it has undertaken or is currently undertaking with respect to TIAA’s purchase of liquidity units, including among other things, reviewing the purchase and redemption of liquidity units by TIAA to ensure the Account uses the correct unit values. In addition, as set forth in PTE 96-76, the independent fiduciary’s responsibilities include:
•
establishing the percentage of total accumulation units that TIAA’s ownership should not exceed (the “trigger point”) and creating a method for changing the trigger point;
•
approving any adjustment of TIAA’s ownership interest in the Account and, in its discretion, requiring an adjustment if TIAA’s ownership of liquidity units reaches the trigger point; and
•
once the trigger point has been reached, participating in any program to reduce TIAA’s ownership in the Account by utilizing cash flow or liquid investments in the Account, or by utilizing the proceeds from asset sales. The independent fiduciary’s role in participating in any such asset sales program would include (i) participating in the selection of properties for sale, (ii) providing sales guidelines and (iii) approving those sales if, in the independent fiduciary’s opinion, such sales are desirable to reduce TIAA’s ownership of liquidity units.

80


To the extent TIAA owns accumulation units issued pursuant to the liquidity guarantee, the independent fiduciary monitors and oversees, among other things, TIAA’s ownership interest in the Account and may require TIAA to eventually redeem some of its units, particularly when the Account has un-invested cash or liquid investments available. TIAA also receives a fee for assuming certain mortality and expense risks.
The independent fiduciary, which has the right to adjust the trigger point, has established the trigger point at 45% of the outstanding accumulation units and it will continue to monitor TIAA’s ownership interest in the Account and provide further recommendations as necessary.
TIAA and Services provide certain services to the Account on an at cost basis. See Note 9—Financial Highlights for details of the expense charge and expense ratio.
Note 3—Credit Risk Concentrations
Concentrations of credit risk may arise when a number of properties or tenants are located in a similar geographic region such that the economic conditions of that region could impact tenants’ obligations to meet their contractual obligations or cause the values of individual properties to decline. The Account has no significant concentrations of tenants as no single tenant has annual contract rent that makes up more than 2% of the rental income of the Account.
The Account’s wholly-owned real estate investments and investments in joint ventures are located in the United States. The following table represents the diversification of the Account’s portfolio by region and property type as of December 31, 2017 :
Diversification by Fair Value (1)
 
 
West
 
East
 
South
 
Midwest
 
Total
Office
 
16.1
%
 
20.2
%
 
5.6
%
 
—
%
 
41.9
%
Apartment
 
8.4
%
 
8.0
%
 
3.6
%
 
0.9
%
 
20.9
%
Retail
 
8.1
%
 
3.0
%
 
7.6
%
 
0.7
%
 
19.4
%
Industrial
 
7.5
%
 
2.0
%
 
4.1
%
 
0.8
%
 
14.4
%
Other (2)
 
0.6
%
 
2.6
%
 
0.1
%
 
0.1
%
 
3.4
%
Total
 
40.7
%
 
35.8
%
 
21.0
%
 
2.5
%
 
100.0
%
(1)  
Wholly-owned properties are represented at fair value and gross of any debt, while joint venture properties are represented at the net equity value.
(2)  
Represents interests in Storage Portfolio investments, a fee interest encumbered by a ground lease real estate investment and land.
Properties in the “West” region are located in: AK, AZ, CA, CO, HI, ID, MT, NM, NV, OR, UT, WA, WY
Properties in the “East” region are located in: CT, DC, DE, KY, MA, MD, ME, NC, NH, NJ, NY, PA, RI, SC, VA, VT, WV
Properties in the “South” region are located in: AL, AR, FL, GA, LA, MS, OK, TN, TX
Properties in the “Midwest” region are located in: IA, IL, IN, KS, MI, MN, MO, ND, NE, OH, SD, WI

81


Note 4—Leases
The Account’s wholly-owned real estate properties are leased to tenants under operating lease agreements which expire on various dates through 2090. Aggregate minimum annual rentals for wholly-owned real estate investments owned by the Account through the non-cancelable lease term, excluding short-term residential leases, are as follows (in millions):
 
Years Ending December 31,
2018
$
592.3

2019
556.9

2020
503.6

2021
426.7

2022
354.1

Thereafter
2,764.6

Total
$
5,198.2

Certain leases provide for additional rental amounts based upon the recovery of actual operating expenses in excess of specified base amounts, sales volume or contractual increases as defined in the lease agreement. These contractual contingent rentals are not included in the table above.
Note 5—Assets and Liabilities Measured at Fair Value on a Recurring Basis
Valuation Hierarchy: The Account’s fair value measurements are grouped categorically into three levels, as defined by the FASB. The levels are defined as follows:
Level 1—Valuations using unadjusted quoted prices for assets traded in active markets, such as stocks listed on the New York Stock Exchange. Active markets are defined as having the following characteristics for the measured asset or liability: (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads and (v) most information regarding the issuer is publicly available. Level 1 assets held by the Account are generally marketable equity securities.
Level 2—Valuations for assets and liabilities traded in less active, dealer or broker markets. Fair values are primarily obtained from third party pricing services for identical or comparable assets or liabilities. Level 2 inputs for fair value measurements are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include:
a.
Quoted prices for similar assets or liabilities in active markets;
b.
Quoted prices for identical or similar assets or liabilities in markets that are not active (that is, markets in which there are few transactions for the asset (or liability), the prices are not current, price quotations vary substantially either over time or among market makers (for example, some brokered markets), or in which little information is released publicly);
c.
Inputs other than quoted prices that are observable within the market for the asset (or liability) (for example, interest rates and yield curves, implied volatilities, prepayment speeds, loss severities, credit risks, and default rates that are observable at commonly quoted intervals); and
d.
Inputs that are derived principally from or corroborated by observable market data by correlation or other means (for example, market-corroborated inputs).
Examples of securities which may be held by the Account and included in Level 2 include certificates of deposit, commercial paper, government agency notes, variable notes, United States Treasury securities, and debt securities.
Level 3—Valuations for assets and liabilities that are derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections that are not observable in the market, and require significant professional judgment in determining the fair value assigned to such assets or liabilities.

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Examples of Level 3 assets and liabilities which may be held by the Account from time to time include investments in real estate, investments in joint ventures, and loans receivable and payable.
An investment’s categorization within the valuation hierarchy described above is based upon the lowest level of input that is significant to the fair value measurement. The Account’s limited partnership investments are valued using the net asset value per share as a practical expedient, which excludes the investments from the valuation hierarchy.
The Account’s determination of fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon vendor-provided, evaluated prices or internally developed models that primarily use market-based or independently sourced market data, including interest rate yield curves, market spreads, and currency rates. Valuation adjustments will be made to reflect changes in credit quality, counterparty’s creditworthiness, the Account’s creditworthiness, liquidity, and other observable and unobservable inputs that are applied consistently over time.
The methods described above are considered to produce fair values that represent a good faith estimate of what an unaffiliated buyer in the marketplace would pay to purchase the asset or would receive to transfer the liability. Since fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, actual realizable values or future fair values may differ from amounts reported. Furthermore, while the Account believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments, while reasonable, could result in different estimates of fair value at the reporting date. As discussed in Note 1 — Organization and Significant Accounting Policies in more detail, the Account generally obtains independent third party appraisals on a quarterly basis; there may be circumstances in the interim in which the true realizable value of a property is not reflected in the Account’s daily net asset value calculation or in the Account’s periodic Consolidated Financial Statements. This disparity may be more apparent when the commercial and/or residential real estate markets experience an overall and possibly dramatic decline (or increase) in property values in a relatively short period of time between appraisals.
The following tables show the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 , using unadjusted quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); significant unobservable inputs (Level 3); and Practical Expedient (in millions):
Description
 
Level 1:
Quoted
Prices in
Active Markets
for Identical
Assets
 
Level 2:
Significant
Other
Observable
Inputs
 
Level 3:
Significant
Unobservable
Inputs
 
Fair Value
Using
Practical
Expedient
 
Total at
December 31,
2017
Real estate properties
 
$
—

 
$
—

 
$
15,742.7

 
$
—

 
$
15,742.7

Real estate joint ventures
 
—

 
—

 
5,860.6

 
—

 
5,860.6

Limited partnerships
 
—

 
—

 
—

 
142.4

 
142.4

Marketable securities:
 
 
 
 
 
 
 
 
 
 
Real estate-related
 
1,238.0

 
—

 
—

 
—

 
1,238.0

Government agency notes
 
—

 
2,872.3

 
—

 
—

 
2,872.3

United States Treasury securities
 
—

 
1,015.2

 
—

 
—

 
1,015.2

Loans receivable
 
—

 
—

 
298.8

 
—

 
298.8

Total Investments at
December 31, 2017
 
$
1,238.0

 
$
3,887.5

 
$
21,902.1

 
$
142.4

 
$
27,170.0

Mortgage loans payable
 
$
—

 
$
—

 
$
(2,238.3
)
 
$
—

 
$
(2,238.3
)


83


Description
 
Level 1:
Quoted
Prices in
Active Markets
for Identical
Assets
 
Level 2:
Significant
Other
Observable
Inputs
 
Level 3:
Significant
Unobservable
Inputs
 
Fair Value
Using
Practical
Expedient
 
Total at
December 31,
2016
Real estate properties
 
$
—

 
$
—

 
$
15,452.8

 
$
—

 
$
15,452.8

Real estate joint ventures
 
—

 
—

 
5,622.4

 
—

 
5,622.4

Limited partnerships
 
—

 
—

 
—

 
137.5

 
137.5

Marketable securities:
 
 
 
 
 
 
 
 
 
 
Real estate-related
 
1,081.5

 
—

 
—

 
—

 
1,081.5

Government agency notes
 
—

 
2,308.9

 
—

 
—

 
2,308.9

United States Treasury securities
 
—

 
1,744.9

 
—

 
—

 
1,744.9

Loans receivable
 
—

 
—

 
295.7

 
—

 
295.7

Total Investments at
December 31, 2016
 
$
1,081.5

 
$
4,053.8

 
$
21,370.9

 
$
137.5

 
$
26,643.7

Mortgage loans payable
 
$
—

 
$
—

 
$
(2,332.1
)
 
$
—

 
$
(2,332.1
)
The following tables show the reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2017 and 2016 (in millions):
 
 
Real Estate
Properties
 
Real Estate
Joint
Ventures
 
Loans
Receivable
 
Total
Level 3
Investments
 
Mortgage
Loans
Payable
For the year ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
Beginning balance January 1, 2017
 
$
15,452.8

 
$
5,622.4

 
$
295.7

 
$
21,370.9

 
$
(2,332.1
)
Total realized and unrealized gains included in changes in net assets
 
177.5

 
123.5

 
1.2

 
302.2

 
15.9

Purchases (1)
 
682.9

 
419.0

 
1.9

 
1,103.8

 
(17.7
)
Sales
 
(570.5
)
 
—

 
—

 
(570.5
)
 
—

Settlements (2)
 
—

 
(304.3
)
 
—

 
(304.3
)
 
95.6

Ending balance December 31, 2017
 
$
15,742.7

 
$
5,860.6

 
$
298.8

 
$
21,902.1

 
$
(2,238.3
)

 
 
Real Estate
Properties
 
Real Estate
Joint
Ventures
 
Loans Receivable
 
Total
Level 3
Investments
 
Mortgage
Loans
Payable
For the year ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
Beginning balance January 1, 2016
 
$
14,606.2

 
$
4,068.4

 
$
100.6

 
$
18,775.2

 
$
(1,794.4
)
Total realized and unrealized gains included in changes in net assets
 
311.3

 
242.8

 
0.3

 
554.4

 
15.1

Purchases (1)
 
786.4

 
1,313.6

 
194.8

 
2,294.8

 
(587.5
)
Sales
 
(251.1
)
 
—

 
—

 
(251.1
)
 
—

Settlements (2)
 
—

 
(2.4
)
 
—

 
(2.4
)
 
34.7

Ending balance December 31, 2016
 
$
15,452.8

 
$
5,622.4

 
$
295.7

 
$
21,370.9

 
$
(2,332.1
)
(1)  
Includes purchases, contributions for joint ventures, capital expenditures, lending for loans receivable and assumption of mortgage loans payable.
(2)  
Includes operating income for real estate joint ventures, net of distributions, and principal payments and extinguishment of mortgage loans payable.

84


The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of December 31, 2017 .
 
 
 
 
 
Type
Asset
Class
Valuation
Technique(s)
Unobservable Inputs
Range (Weighted
Average)
 
Real Estate Properties and Joint Ventures
Office
Income Approach—Discounted Cash Flow
Discount Rate
5.5%–8.0% (6.5%)
 
 
 
Terminal Capitalization Rate
4.5%–7.0% (5.5%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
3.8%–7.0% (4.8%)
 
 
 
Industrial
Income Approach—Discounted Cash Flow
Discount Rate
5.5%–8.9% (6.8%)
 
 
 
Terminal Capitalization Rate
4.5%–8.3% (5.5%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
4.0%–7.5% (5.0%)
 
 
 
Residential
Income Approach—Discounted Cash Flow
Discount Rate
5.0%–8.0% (6.1%)
 
 
 
Terminal Capitalization Rate
3.5%–6.5% (4.8%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
3.3%–6.0% (4.3%)
 
 
 
Retail
Income Approach—Discounted Cash Flow
Discount Rate
5.0%–10.5% (6.4%)
 
 
 
Terminal Capitalization Rate
4.3%–8.8% (5.2%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
3.8%–8.8% (4.7%)
 
Mortgage Loans Payable
Office and Industrial
Discounted Cash Flow
Loan-to-Value Ratio
37.7%–69.5% (45.6%)
 
 
 
Equivalency Rate
3.7%–5.2% (3.9%)
 
 
 
 
Net Present Value
Loan-to-Value Ratio
37.7%–69.5% (45.6%)
 
 
 
Weighted Average Cost of Capital Risk Premium Multiple
1.2–1.5 (1.3)
 
 
 
Residential
Discounted Cash Flow
Loan-to-Value Ratio
28.1%–64.2% (38.6%)
 
 
 
Equivalency Rate
3.3%–3.6% (3.4%)
 
 
 
 
Net Present Value
Loan-to-Value Ratio
28.1%–64.2% (38.6%)
 
 
 
Weighted Average Cost of Capital Risk Premium Multiple
1.1–1.5 (1.3)
 
 
 
Retail
Discounted Cash Flow
Loan-to-Value Ratio
17.9%–56.0% (32.7%)
 
 
 
Equivalency Rate
3.1%–4.4% (3.8%)
 
 
 
 
Net Present Value
Loan-to-Value Ratio
17.9%–56.0% (32.7%)
 
 
 
Weighted Average Cost of Capital Risk Premium Multiple
1.1–1.4 (1.2)
 
Loans Receivable
Office, Retail and Storage
Discounted Cash Flow
Loan-to-Value Ratio
59.4%-77.3% (75.1%)
 
 
 
Equivalency Rate
4.2%-8.3% (6.2%)
 







85


The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of December 31, 2016 .
Type
Asset
Class
Valuation
Technique(s)
Unobservable Inputs
Range (Weighted
Average)
 
Real Estate Properties and Joint Ventures
Office
Income Approach—Discounted Cash Flow
Discount Rate
5.5%–8.3% (6.5%)
 
 
 
Terminal Capitalization Rate
4.3%–7.3% (5.5%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
3.8%–7.0% (4.7%)
 
 
 
Industrial
Income Approach—Discounted Cash Flow
Discount Rate
5.7%–8.7% (6.7%)
 
 
 
Terminal Capitalization Rate
4.8%–8.0% (5.6%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
4.0%–7.5% (5.0%)
 
 
 
Residential
Income Approach—Discounted Cash Flow
Discount Rate
5.3%–7.3% (6.2%)
 
 
 
Terminal Capitalization Rate
3.8%–6.0% (4.8%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
3.3%–5.5% (4.2%)
 
 
 
Retail
Income Approach—Discounted Cash Flow
Discount Rate
5.0%–10.4% (6.4%)
 
 
 
Terminal Capitalization Rate
4.3%–8.5% (5.2%)
 
 
 
 
Income Approach—Direct Capitalization
Overall Capitalization Rate
3.9%–8.3% (4.7%)
 
Mortgage Loans Payable
Office and Industrial
Discounted Cash Flow
Loan-to-Value Ratio
35.7%–71.0% (43.4%)
 
 
 
Equivalency Rate
3.7%–4.7% (3.9%)
 
 
 
 
Net Present Value
Loan-to-Value Ratio
35.7%–71.0% (43.4%)
 
 
 
Weighted Average Cost of Capital Risk Premium Multiple
1.2–1.6 (1.3)
 
 
 
Residential
Discounted Cash Flow
Loan-to-Value Ratio
29.5%–61.2% (41.4%)
 
 
 
Equivalency Rate
2.9%–3.6% (3.3%)
 
 
 
 
Net Present Value
Loan-to-Value Ratio
29.5%–61.2% (41.4%)
 
 
 
Weighted Average Cost of Capital Risk Premium Multiple
1.2–1.5 (1.3)
 
 
 
Retail
Discounted Cash Flow
Loan-to-Value Ratio
18.3%–51.6% (31.3%)
 
 
 
Equivalency Rate
2.9%–4.0% (3.5%)
 
 
 
 
Net Present Value
Loan-to-Value Ratio
18.3%–51.6% (31.3%)
 
 
 
Weighted Average Cost of Capital Risk Premium Multiple
1.1–1.3 (1.2)
 
Loans Receivable
Office, Retail and Storage
Discounted Cash Flow
Loan-to-Value Ratio
55.6%-79.2% (75.8%)
 
 
 
Equivalency Rate
4.2%-8.3% (6.3%)
 
Real Estate Properties and Joint Ventures: The significant unobservable inputs used in the fair value measurement of the Account’s real estate property and joint venture investments are the selection of certain investment rates (Discount Rate, Terminal Capitalization Rate, and Overall Capitalization Rate). Significant increases (decreases) in any of those inputs in isolation would result in significantly lower (higher) fair value measurements, respectively.
Mortgage Loans Payable: The significant unobservable inputs used in the fair value measurement of the Account’s mortgage loans payable are the loan-to-value ratios and the selection of certain credit spreads and weighted average cost of capital risk premiums. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value, respectively.

86


Loans Receivable: The significant unobservable inputs used in the fair value measurement of the Account’s loans receivable are the loan-to-value ratios and the selection of certain credit spreads. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value, respectively.
During the years ended December 31, 2017 and 2016 there were no transfers between Levels 1, 2 or 3.
The amount of total net unrealized gains included in changes in net assets attributable to the change in net unrealized gains relating to Level 3 investments and mortgage loans payable using significant unobservable inputs still held as of the reporting date is as follows (in millions):
 
 
Real Estate
Properties
 
Real Estate
Joint Ventures
 
Loans
Receivable
 
Total
Level 3
Investments
 
Mortgage
Loans
Payable
For the year ended December 31, 2017
 
$
185.1

 
$
125.2

 
$
1.2

 
$
311.5

 
$
15.9

For the year ended December 31, 2016
 
$
314.2

 
$
242.4

 
$
0.3

 
$
556.9

 
$
15.1

Note 6—Investments in Joint Ventures
The Account owns interests in several real estate properties through joint ventures and receives distributions and allocations of profits and losses from the joint ventures based on the Account’s ownership interest in those investments. Several of these joint ventures have mortgage loans payable collateralized by the properties owned by the aforementioned joint ventures. At December 31, 2017 , the Account held investments in joint ventures with ownership interest percentages that ranged from 33.3% to 97.5% . Certain joint ventures are subject to adjusted distribution percentages when earnings in the investment reach a pre-determined threshold. The fair value of the Account’s equity interest in these joint ventures was $5.9 billion and $5.6 billion at December 31, 2017 and 2016, respectively. The Account’s proportionate share of the mortgage loans payable held within the joint venture investments at fair value was $2.4 billion and $2.1 billion at December 31, 2017 and 2016 , respectively. The Account’s share in the outstanding principal of the mortgage loans payable held within the joint venture investments was $2.4 billion and $2.1 billion at December 31, 2017 and 2016 , respectively.
A condensed summary of the financial position and results of operations of the combined joint ventures is shown below (in millions):
 
 
December 31,
2017
 
2016
Assets
 
 
 
 
Real estate properties, at fair value
 
$
14,240.8

 
$
13,539.0

Other assets
 
337.1

 
316.1

Total assets
 
$
14,577.9

 
$
13,855.1

Liabilities & Equity
 
 
 
 
Mortgage notes payable and other obligations, at fair value
 
$
3,995.7

 
$
3,452.9

Other liabilities
 
150.7

 
213.9

Total liabilities
 
4,146.4

 
3,666.8

Total equity
 
10,431.5

 
10,188.3

Total liabilities and equity
 
$
14,577.9

 
$
13,855.1

 
 
Years ended December 31,
2017
 
2016
 
2015
Operating Revenue and Expenses
 
 
 
 
 
 
Revenues
 
$
869.2

 
$
714.6

 
$
609.5

Expenses
 
426.9

 
365.0

 
318.6

Excess of revenues over expenses
 
$
442.3

 
$
349.6

 
$
290.9



87


Note 7—Investments in Limited Partnerships
The Account invests in limited partnerships, limited liability companies and private real estate equity investment trusts that own real estate properties and real estate related securities including mezzanine debt. The Account receives distributions from these investments based on the Account’s ownership interest percentage. At December 31, 2017 , the Account held ownership interests in three limited partnerships and one limited liability company ranging from 5.3% to 60.0% . As of December 31, 2017 and 2016 , the fair value of the Account’s ownership interest was $142.4 million and $137.5 million , respectively.
As of December 31, 2017 , one of the limited partnership investments was in dissolution. Colony Realty Partners LP began liquidation in May 2014, with final dissolution anticipated during 2018.
Transwestern Mezzanine Realty Partners III, LLC (“Transwestern”) may engage in liquidation activities in 2018 based on the terms of its partnership agreement. The Account may elect to sell or transfer its ownership units by giving notice and acquiring consent from the management committee of Transwestern, which requires approval by a majority of the members. Redemption of the Account’s interest in Transwestern prior to liquidation is prohibited, unless a supermajority of the members approves the redemption request.
Clarion Gables Multi-Family Trust LP allows redemptions with an advanced notice of three months or more. Redemptions are funded using the partnership’s available cash, which may not immediately be in excess of the redemption amount, and may not be sufficient to fund the redemption amount for several months. The general partner has sole discretion in identifying how much cash is available to process redemptions. The partnership allows the Account to sell its interest in the partnership, subject to the consent and approval of the general partner.
Taconic New York City GP Fund, LP prohibits redemptions in the partnership prior to liquidation. Liquidation of the partnership is estimated to begin no earlier than 2024. The partnership allows the Account to sell its interest in the partnership, subject to the consent and approval of the general partner.

88


Note 8—Mortgage Loans Payable
At December 31, 2017 and 2016, the Account had outstanding mortgage loans payable secured by the following properties (in millions):
Property
 
Interest Rate
and
Payment Frequency (2)
 
Principal Amounts Outstanding as of
December 31,
 
Maturity
2017
 
2016
 
The Legend at Kierland (4)(5)
 
4.97% paid monthly
 
$
—

 
$
21.8

 
August 1, 2017
The Tradition at Kierland (4)(5)
 
4.97% paid monthly
 
—

 
25.8

 
August 1, 2017
Mass Court (1)(4)
 
2.88% paid monthly
 
92.1

 
92.6

 
September 1, 2019
Red Canyon at Palomino Park (4)(6)
 
5.34% paid monthly
 
27.1

 
27.1

 
August 1, 2020
Green River at Palomino Park (4)(6)
 
5.34% paid monthly
 
33.2

 
33.2

 
August 1, 2020
Blue Ridge at Palomino Park (4)(6)
 
5.34% paid monthly
 
33.4

 
33.4

 
August 1, 2020
Ashford Meadows Apartments (4)
 
5.17% paid monthly
 
44.6

 
44.6

 
August 1, 2020
The Knoll (1)(4)
 
3.98% paid monthly
 
17.5

 
—

 
December 5, 2020
The Corner (4)
 
4.66% paid monthly
 
105.0

 
105.0

 
June 1, 2021
The Palatine (1)(4)
 
4.25% paid monthly
 
78.8

 
80.0

 
January 10, 2022
The Forum at Carlsbad (1)(4)
 
4.25% paid monthly
 
88.9

 
90.0

 
March 1, 2022
The Colorado (4)
 
3.69% paid monthly
 
91.7

 
91.7

 
November 1, 2022
The Legacy at Westwood (1)(4)
 
3.69% paid monthly
 
46.7

 
46.7

 
November 1, 2022
Regents Court (1)(4)
 
3.69% paid monthly
 
39.6

 
39.6

 
November 1, 2022
The Caruth (4)(8)
 
3.69% paid monthly
 
—

 
45.0

 
November 1, 2022
Fourth & Madison (4)
 
3.75% paid monthly
 
200.0

 
200.0

 
June 1, 2023
1001 Pennsylvania Avenue
 
3.70% paid monthly
 
330.0

 
330.0

 
June 1, 2023
1401 H Street NW (4)
 
3.65% paid monthly
 
115.0

 
115.0

 
November 5, 2024
32 South State Street (4)
 
4.48% paid monthly
 
24.0

 
24.0

 
June 6, 2025
780 Third Avenue (4)
 
3.55% paid monthly
 
150.0

 
150.0

 
August 1, 2025
780 Third Avenue (4)
 
3.55% paid monthly
 
20.0

 
20.0

 
August 1, 2025
701 Brickell Avenue (4)
 
3.66% paid monthly
 
184.0

 
184.0

 
April 1, 2026
55 Second Street (4)(7)
 
3.74% paid monthly
 
137.5

 
137.5

 
October 1, 2026
1900 K Street, NW
 
3.93% paid monthly
 
163.0

 
163.0

 
April 1, 2028
501 Boylston Street (4)
 
3.70% paid monthly
 
216.5

 
216.5

 
April 1, 2028
Total Principal Outstanding
 
 
 
2,238.6

 
2,316.5

 
 
Fair Value Adjustment (3)
 
 
 
(0.3
)
 
15.6

 
 
Total mortgage loans payable
 
 
 
$
2,238.3

 
$
2,332.1

 
 
(1)  
The mortgage is adjusted monthly for principal payments.
(2)  
Interest rates are fixed. Some mortgages held by the Account are structured to begin principal and interest payments after an initial interest only period.
(3)  
The fair value adjustment consists of the difference (positive or negative) between the principal amount of the outstanding debt and the fair value of the outstanding debt. See Note 1— Organization and Significant Accounting Policies.
(4)  
These properties are each owned by separate wholly-owned subsidiaries of TIAA for benefit of the Account.
(5)  
Mortgage loans on the individual properties in the Kierland Apartment Portfolio were paid off on May 1, 2017.
(6)  
Represents mortgage loans on these individual properties which are held within the Palomino Park portfolio.
(7)  
This mortgage is comprised of three individual loans, all with equal recourse, interest and maturity. The principal balances by loan are $79.0 million , $45.0 million , and $13.5 million .
(8)  
This mortgage loan was assumed by the Purchaser of the property, which was sold on November 13, 2017.

89


Principal payment schedule on mortgage loans payable as of December 31, 2017 was as follows (in millions):
 
Amount
2018
$
13.7

2019
107.2

2020
171.7

2021
125.0

2022
335.7

Thereafter
1,485.3

Total maturities
$
2,238.6


Note 9—Financial Highlights
Selected condensed financial information for an Accumulation Unit of the Account is presented below. Per Accumulation Unit data is calculated on average units outstanding.
 
 
Years ended December 31,
2017
 
2016
 
2015
 
2014
 
2013
Per Accumulation Unit Data:
 
 
 
 
 
 
 
 
 
 
Rental income
 
$
17.132

 
$
16.433

 
$
15.538

 
$
15.862

 
$
15.313

Real estate property level expenses and taxes
 
7.722

 
7.534

 
7.319

 
7.788

 
8.112

Real estate income, net
 
9.410

 
8.899

 
8.219

 
8.074

 
7.201

Other income
 
4.762

 
3.594

 
3.342

 
3.459

 
2.759

Total income
 
14.172

 
12.493

 
11.561

 
11.533

 
9.960

Expense charges (1)
 
3.318

 
3.290

 
3.092

 
2.880

 
2.672

Investment income, net
 
10.854

 
9.203

 
8.469

 
8.653

 
7.288

Net realized and unrealized gain on investments and mortgage loans payable
 
5.839

 
9.660

 
18.911

 
27.868

 
19.015

Net increase in Accumulation Unit Value
 
16.693

 
18.863

 
27.380

 
36.521

 
26.303

Accumulation Unit Value:
 
 
 
 
 
 
 
 
 
 
Beginning of period
 
381.636

 
362.773

 
335.393

 
298.872

 
272.569

End of period
 
$
398.329

 
$
381.636

 
$
362.773

 
$
335.393

 
$
298.872

Total return
 
4.37
%
 
5.20
%
 
8.16
%
 
12.22
%
 
9.65
%
Ratios to Average net Assets:
 
 
 
 
 
 
 
 
 
 
Expenses (1)
 
0.83
%
 
0.86
%
 
0.86
%
 
0.89
%
 
0.92
%
Investment income, net
 
2.72
%
 
2.41
%
 
2.37
%
 
2.68
%
 
2.50
%
Portfolio turnover rate:
 
 
 
 
 
 
 
 
 
 
Real estate properties (2)
 
2.7
%
 
1.3
%
 
5.7
%
 
6.5
%
 
2.1
%
Marketable securities (3)
 
5.7
%
 
3.5
%
 
10.0
%
 
15.9
%
 
8.4
%
Accumulation Units outstanding at end of period (in millions):
 
61.3

 
62.4

 
60.4

 
57.9

 
55.3

Net assets end of period (in millions)
 
$
24,942.6

 
$
24,304.7

 
$
22,360.0

 
$
19,829.0

 
$
16,907.9

(1)  
Expense charges per Accumulation Unit and the Ratio of Expenses to average net assets reflect the year to date Account level expenses and exclude real estate property level expenses which are included in real estate income, net.
(2)  
Real estate investment portfolio turnover rate is calculated by dividing the lesser of purchases or sales of real estate property investments (including contributions to, or return of capital distributions received from, existing joint venture and limited partnership investments) by the average value of the portfolio of real estate investments held during the period.
(3)  
Marketable securities portfolio turnover rate is calculated by dividing the lesser of purchases or sales of securities, excluding securities having maturity dates at acquisition of one year or less, by the average value of the portfolio securities held during the period.

90


Note 10—Accumulation Units
Changes in the number of Accumulation Units outstanding were as follows (in millions):
 
 
Years ended December 31,
 
 
2017
 
2016
 
2015
Outstanding:
 
 
 
 
 
 
Beginning of period
 
62.4

 
60.4

 
57.9

Credited for premiums
 
6.6

 
8.2

 
8.1

Annuity, other periodic payments, withdrawals and death benefits
 
(7.7
)
 
(6.2
)
 
(5.6
)
End of period
 
61.3

 
62.4

 
60.4


Note 11—Commitments and Contingencies
Commitments —The Account had $32.0 million and $39.0 million of outstanding immediately callable commitments to purchase additional interests in its limited partnership investments as of December 31, 2017 and 2016 , respectively. The commitment at December 31, 2017 is related to the Taconic New York City GP Fund, LP, in which the Account has entered into an agreement to provide funding. As of December 31, 2017 , $13.0 million of the original $45.0 million commitment has been funded. Once the remaining commitment is funded, the Account anticipates holding a 60% - 90% interest in the fund.
The Account has committed a total of $47.6 million and $38.8 million as of December 31, 2017 and 2016 , respectively, to various tenants for tenant improvements and leasing inducements.
Contingencies —In the normal course of business, the Account may be named, from time to time, as a defendant or may be involved in various legal actions, including arbitrations, class actions and other litigation.

The Account establishes an accrual for all litigation and regulatory matters when it believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be higher or lower than the amounts accrued for those matters.
As of the date of this annual report, management of the Account does not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material effect on the Account’s business, financial position or results of operations.
Note 12—Securities Lending
The Account may lend securities to qualified borrowers to earn additional income.  The Account receives cash collateral against the loaned securities and maintains cash collateral in an amount not less than 100% of the market value of loaned securities during the period of the loan; any additional collateral required due to changes in security values is delivered to the Account the next business day. Cash collateral received by the Account is invested exclusively in an interest-bearing deposit account.  The value of the loaned securities and the liability to return the cash collateral received are reflected in the Account's Consolidated Statements of Assets and Liabilities.  As of December 31, 2017, securities lending transactions are for real-estate related equity securities, and the resulting loans are continuous, can be recalled at any time, and have no set maturity. Securities lending income recognized by the Account consists of interest earned on cash collateral and lending fees, net of any rebates to the borrower and compensation to the agent. Such income is reflected within interest income on the Account's Consolidated Statements of Operations.  In lending its securities, the Account bears the market risk with respect to the investment of collateral and the risk that the agent may default on its contractual obligations to the Account. The agent bears the risk that the borrower may default on its obligation to return the loaned securities as the agent is contractually obligated to indemnify the Account if at the time of a default by a borrower some or all of the loan securities have not been returned.

91


Note 13—Subsequent Events
Purchases
30700 Russell Ranch—Westlake Village, CA
On January 4, 2018, the Account purchased an office property located in Westlake Village, California for $32.8 million .
Carrington Park—Plano, TX
On February 22, 2018, the Account purchased an apartment property located in Plano, Texas for $64.2 million .
Churchill on the Park—Dallas, TX
On March 1, 2018, the Account purchased an apartment property located in Dallas, Texas for $71.2 million .
Sales
Urban Centre—Tampa, FL
On March 8, 2018, the Account sold an office property located in Tampa, Florida for a net sales price of $141.1 million , realizing a loss of $12.1 million from the sale, the majority of which has been previously recognized as unrealized losses in the Account’s Consolidated Statements of Operations. The Account’s cost basis in the property at the date of the sale was $153.2 million .
Loans Receivable
Aspen Lake Office Portfolio —Austin, TX
On March 2, 2018, the Account entered into a $20.0 million mezzanine loan receivable position secured by Borrower's ownership interest in Aspen Lake Office Portfolio. The loan has an interest rate of 8.25% and is interest only through maturity. The loan matures on March 10, 2028.
Financings
Storage Portfolio I—Various, U.S.A.
On February 2, 2018, Storage Portfolio I, LLC joint venture investment, in which the Account holds a 66.02% interest, refinanced a mortgage loan that is secured with a portfolio of storage properties located throughout the United States.The mortgage loan now has an outstanding principal balance of $151.2 million . The debt has an interest rate of 4.5325% , maturing March 1, 2028 and is interest only.
Circa Green Lake—Seattle, WA
On February 21, 2018, the Account entered into a new mortgage loan with a principal amount of $52.0 million , secured by an apartment property investment located in Seattle, Washington. The debt has an interest rate of 3.710% , maturing March 5, 2025 and is interest only.
Union - South Lake Union—Seattle, WA
On February 21, 2018, the Account entered into a new mortgage loan with a principal amount of $57.0 million , secured by an apartment property investment located in Seattle, Washington. The debt has an interest rate of 3.660% , maturing March 5, 2025 and is interest only.
99 High Street—Boston, MA
On February 22, 2018, the Account entered into a new mortgage loan with a principal amount of $277.0 million , secured by an office property investment located in Boston, Massachusetts. The debt has an interest rate of 3.900% , maturing March 1, 2030 and is interest only.
Marketable Securities
On February 22, 2018, the Account purchased $100.0 million of real estate-related securities.

92


Other
Storage Portfolio I—Various, U.S.A.
On February 2, 2018, the Account restructured its Storage Portfolio I, LLC joint venture, which holds a portfolio of storage properties across the United States, reducing the Account's interest in the joint venture to 66.02% .



93
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


REAL ESTATE PROPERTIES—57.9% and 58.0%
Location/Description
 
Type
 
Fair Value at December 31,
2017
 
2016
 
 
 
 
 
 
 
 
Arizona:
 
 
 
 
 
 
 
 
Camelback Center
 
Office
 
$
59.8

 
 
$
56.4

 
Kierland Apartment Portfolio
 
Apartments
 
—

 
 
127.9

(1)  
California:
 
 
 
 
 
 
 
 
55 Second Street
 
Office
 
355.5

(1)  
 
335.0

(1)  
88 Kearny Street
 
Office
 
174.2

 
 
172.3

 
200 Middlefield Road
 
Office
 
61.4

 
 
60.5

 
Allure at Camarillo
 
Apartments
 
59.6

 
 
—

 
BLVD63
 
Apartments
 
162.1

 
 
157.0

 
Bridgepointe Shopping Center
 
Retail
 
124.5

 
 
—

 
Castro Station
 
Office
 
169.0

 
 
158.2

 
Centre Pointe and Valley View
 
Industrial
 
47.8

 
 
42.8

 
Cerritos Industrial Park
 
Industrial
 
142.0

 
 
126.3

 
Charleston Plaza
 
Retail
 
93.0

 
 
92.0

 
Frontera Industrial Business Park
 
Industrial
 
56.4

 
 
—

 
Great West Industrial Portfolio
 
Industrial
 
167.0

 
 
166.1

 
Holly Street Village
 
Apartments
 
148.0

 
 
146.0

 
Larkspur Courts
 
Apartments
 
143.7

 
 
140.5

 
Northern CA RA Industrial Portfolio
 
Industrial
 
87.4

 
 
76.7

 
Oakmont IE West Portfolio
 
Industrial
 
87.6

 
 
82.7

 
Oceano at Warner Center
 
Apartments
 
89.0

 
 
88.3

 
Ontario Industrial Portfolio
 
Industrial
 
398.6

(11)  
 
438.0

 
Ontario Mills Industrial Portfolio
 
Industrial
 
58.5

 
 
52.0

 
Pacific Plaza
 
Office
 
115.2

 
 
115.0

 
Rancho Cucamonga Industrial Portfolio
 
Industrial
 
71.9

(11)  
 
174.2

 
Regents Court
 
Apartments
 
99.1

(1)  
 
89.9

(1)  
Southern CA RA Industrial Portfolio
 
Industrial
 
138.0

 
 
135.0

 
Stella
 
Apartments
 
179.7

 
 
173.1

 
Stevenson Point
 
Industrial
 
50.9

 
 
49.3

 
The Forum at Carlsbad
 
Retail
 
221.0

(1)  
 
221.5

(1)  
The Legacy at Westwood
 
Apartments
 
143.0

(1)  
 
142.1

(1)  
Township Apartments
 
Apartments
 
89.8

 
 
89.6

 
West Lake North Business Park
 
Office
 
60.3

 
 
60.0

 
Westcreek
 
Apartments
 
51.4

 
 
48.2

 
Westwood Marketplace
 
Retail
 
131.9

 
 
125.0

 
Wilshire Rodeo Plaza
 
Office
 
327.8

 
 
320.7

 
Colorado:
 
 
 
 
 
 
 
 
Palomino Park
 
Apartments
 
329.7

(1)  
 
314.1

(1)  
South Denver Marketplace
 
Retail
 
72.7

 
 
73.0

 
Connecticut:
 
 
 
 
 
 
 
 
Wilton Woods Corporate Campus
 
Office
 
133.0

 
 
141.9

 
Florida:
 
 
 
 
 
 
 
 
701 Brickell Avenue
 
Office
 
368.5

(1)  
 
380.7

(1)  
Broward Industrial Portfolio
 
Industrial
 
54.2

 
 
—

 
Casa Palma
 
Apartments
 
95.0

 
 
97.0

 
Orion on Orpington
 
Apartments
 
44.4

 
 
—

 
Publix at Weston Commons
 
Retail
 
74.8

 
 
73.0

 
Seneca Industrial Park
 
Industrial
 
108.8

 
 
102.7

 
South Florida Apartment Portfolio
 
Apartments
 
105.1

 
 
104.1

 
The Manor Apartments
 
Apartments
 
52.6

 
 
53.6

 
The Manor at Flagler Village
 
Apartments
 
148.1

 
 
150.8

 

94
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Location/Description
 
Type
 
Fair Value at December 31,
2017
 
2016
The Residences at the Village of Merrick Park
 
Apartments
 
$
76.0

 
 
$
74.1

 
Urban Centre
 
Office
 
143.3

 
 
121.4

 
Weston Business Center
 
Industrial
 
92.8

 
 
92.7

 
Georgia:
 
 
 
 
 
 
 
 
Atlanta Industrial Portfolio
 
Industrial
 
32.4

(6)  
 
62.8

 
Shawnee Ridge Industrial Portfolio
 
Industrial
 
91.1

 
 
86.7

 
Illinois:
 
 
 
 
 
 
 
 
32 State Street
 
Retail
 
48.3

(1)  
 
46.5

(1)  
803 Corday
 
Apartments
 
94.5

 
 
 
 
Chicago Caleast Industrial Portfolio
 
Industrial
 
80.5

 
 
81.8

 
Chicago Industrial Portfolio
 
Industrial
 
100.3

 
 
85.5

 
Maryland:
 
 
 
 
 
 
 
 
Landover Logistics Center
 
Industrial
 
43.4

 
 
39.8

 
The Shops at Wisconsin Place
 
Retail
 
90.0

 
 
92.8

 
Massachusetts:
 
 
 
 
 
 
 
 
99 High Street
 
Office
 
502.1

 
 
514.1

 
501 Boylston Street
 
Office
 
505.2

(1)  
 
490.3

(1)  
Fort Point Creative Exchange Portfolio
 
Office
 
223.1

 
 
223.0

 
Northeast RA Industrial Portfolio
 
Industrial
 
40.9

 
 
41.3

 
One Beeman Road
 
Industrial
 
33.8

 
 
—

 
Minnesota:
 
 
 
 
 
 
 
 
The Bridges
 
Apartments
 
62.4

 
 
—

 
The Knoll
 
Apartments
 
34.0

(1)  
 
—

 
New Jersey:
 
 
 
 
 
 
 
 
200 Milik Street
 
Industrial
 
53.1

 
 
51.2

 
Marketfair
 
Retail
 
102.9

 
 
104.2

 
Amazon Distribution Center
 
Industrial
 
110.0

 
 
101.0

 
South River Road Industrial
 
Industrial
 
87.8

 
 
71.9

 
New York:
 
 
 
 
 
 
 
 
21 Penn Plaza
 
Office
 
261.2

 
 
275.2

 
250 North 10th Street
 
Apartments
 
163.1

 
 
162.0

 
425 Park Avenue
 
Ground Lease
 
457.0

 
 
450.0

 
430 West 15th Street
 
Office
 
145.8

 
 
116.1

 
780 Third Avenue
 
Office
 
427.0

(1)  
 
425.0

(1)  
837 Washington Street
 
Office
 
210.0

 
 
215.0

 
The Colorado
 
Apartments
 
256.2

(1)  
 
258.1

(1)  
The Corner
 
Apartments
 
251.0

(1)  
 
250.0

(1)  
Oregon:
 
 
 
 
 
 
 
 
The Cordelia
 
Apartments
 
49.0

 
 
50.0

 
Pennsylvania:
 
 
 
 
 
 
 
 
1619 Walnut Street
 
Retail
 
24.1

 
 
23.4

 
The Pepper Building
 
Apartments
 
—

 
 
52.9

 
South Carolina:
 
 
 
 
 
 
 
 
Greene Crossing
 
Apartments
 
67.2

 
 
65.8

 
Tennessee:
 
 
 
 
 
 
 
 
Southside at McEwen
 
Retail
 
48.2

 
 
48.8

 
Texas:
 
 
 
 
 
 
 
 
Beltway North Commerce Center
 
Industrial
 
19.3

 
 
19.5

 
Cliffs at Barton Creek
 
Apartments
 
45.9

 
 
45.8

 
Dallas Industrial Portfolio
 
Industrial
 
213.2

 
 
201.3

 
Houston Apartment Portfolio
 
Apartments
 
158.7

 
 
159.3

 

95
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Location/Description
 
Type
 
Fair Value at December 31,
2017
 
2016
Lincoln Centre
 
Office
 
$
358.0

 
 
$
347.0

 
Northwest Houston Industrial Portfolio
 
Industrial
 
70.7

 
 
68.2

 
Park 10 Distribution
 
Industrial
 
10.3

 
 
11.3

 
Pinnacle Industrial Portfolio
 
Industrial
 
53.3

 
 
52.8

 
Pinto Business Park
 
Industrial
 
131.6

 
 
134.2

 
The Caruth
 
Apartments
 
—

 
 
84.3

(1)  
The Maroneal
 
Apartments
 
56.6

 
 
52.1

 
Virginia:
 
 
 
 
 
 
 
 
8270 Greensboro Drive
 
Office
 
50.3

 
 
47.6

 
Ashford Meadows Apartments
 
Apartments
 
107.3

(1)  
 
107.2

(1)  
Plaza America
 
Retail
 
117.0

 
 
109.0

 
The Ellipse at Ballston
 
Office
 
83.7

 
 
79.8

 
The Palatine
 
Apartments
 
123.2

(1)  
 
130.9

(1)  
Washington:
 
 
 
 
 
 
Circa Green Lake
 
Apartments
 
97.5

 
 
92.5

 
Fourth and Madison
 
Office
 
530.0

(1)  
 
521.0

(1)  
Millennium Corporate Park
 
Office
 
184.1

 
 
190.1

 
Northwest RA Industrial Portfolio
 
Industrial
 
38.5

 
 
31.7

 
Pacific Corporate Park
 
Industrial
 
45.5

 
 
42.0

 
Prescott Wallingford Apartments
 
Apartments
 
62.0

 
 
58.8

 
Rainier Corporate Park
 
Industrial
 
123.7

 
 
104.0

 
Regal Logistics Campus
 
Industrial
 
100.0

 
 
83.1

 
Union - South Lake Union
 
Apartments
 
111.0

 
 
105.3

 
Washington D.C.:
 
 
 
 
 
 
1001 Pennsylvania Avenue
 
Office
 
785.0

(1)  
 
810.0

(1)  
1401 H Street, NW
 
Office
 
201.1

(1)  
 
230.0

(1)  
1900 K Street, NW
 
Office
 
330.0

(1)  
 
335.0

(1)  
Mass Court
 
Apartments
 
171.0

(1)  
 
169.0

(1)  
Mazza Gallerie
 
Retail
 
—

 
 
78.0

 
The Ashton
 
Apartments
 
37.5

 
 
39.2

 
The Louis at 14th
 
Apartments
 
176.0

 
 
183.2

 
The Woodley
 
Apartments
 
191.0

 
 
203.0

 
TOTAL REAL ESTATE PROPERTIES
 
 
 
 
 
 
 
 
(Cost $12,972.5 and $12,818.1)
 
 
 
$
15,742.7

 
 
$
15,452.8

 



96
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


REAL ESTATE JOINT VENTURES AND LIMITED PARTNERSHIPS—22.1% and 21.6%
REAL ESTATE JOINT VENTURES—21.6% and 21.1%
Location/Description
 
Type
 
Fair Value at December 31,
2017
 
2016
California:
 
 
 
 
 
 
CA—Colorado Center LP
Colorado Center (50% Account Interest)
 
Office
 
$
351.0

(2)  
 
$
567.8

 
PC Borrower, LLC
Pacific City (70% Account Interest)
 
Retail
 
134.9

 
 
128.5

 
TREA 9625 Towne Center, LLC
9625 Towne Centre Drive (35.86% Account Interest)
 
Land
 
15.1

 
 
—

 
TREA Campus Pointe 1, LLC
Campus Pointe 1 (45% Account Interest)
 
Office
 
143.0

 
 
137.5

 
TREA Campus Pointe 2 & 3, LLC
Campus Pointe 2 & 3 (45% Account Interest)
 
Office (12)
 
127.1

 
 
85.7

 
TREA Campus Pointe 4, LLC
Campus Pointe 4 (45% Account Interest)
 
Office
 
8.8

 
 
—

 
T-C 1500 Owens, LLC
1500 Owens Street (49.9% Account Interest)
 
Office
 
77.5

 
 
74.8

 
T-C Foundry Square II Venture LLC
Foundry Square II (50.1% Account Interest)
 
Office
 
262.7

 
 
200.1

(2)  
T-C Illinois Street, LLC
409-499 Illinois Street (40% Account Interest)
 
Office
 
209.3

 
 
196.8

 
Valencia Town Center Associates LP
Valencia Town Center (50% Account Interest)
 
Retail
 
138.8

(2)  
 
128.0

(2)  
Florida:
 
 
 
 
 
 
Florida Mall Associates, Ltd
The Florida Mall (50% Account Interest)
 
Retail
 
758.4

(2)  
 
755.8

(2)  
TREA Florida Retail, LLC
Florida Retail Portfolio (80% Account Interest)
 
Retail
 
150.6

 
 
147.6

 
West Dade County Associates
Miami International Mall (50% Account Interest)
 
Retail
 
166.0

(2)  
 
161.1

(2)  
Maryland:
 
 
 
 
 
 
WP Project Developer
The Shops at Wisconsin Place (33.33% Account Interest)
 
Retail
 
20.0

 
 
19.4

 
Massachusetts:
 
 
 
 
 
 
One Boston Place REIT
One Boston Place (50.25% Account Interest)
 
Office
 
229.1

 
 
224.2

 
T-C 225 Binney, LLC
225 Binney Street (70% Account Interest)
 
Office
 
201.9

 
 
194.9

 
Nevada
 
 
 
 
 
 
 
 
Fashion Show Holding I, LLC
Fashion Show (50% Account Interest)
 
Retail
 
844.4

(2)  
 
839.1

(2)  
New York:
 
 
 
 
 
 
401 West 14th Street, LLC
401 West 14th Street (42.19% Account Interest)
 
Retail
 
46.4

(2)  
 
41.1

(2)  
817 Broadway Owner, LLC
817 Broadway (61.46% Account Interest)
 
Office
 
23.0

(2)  
 
20.8

(2)  
MRA Hub 34 Holding, LLC
The Hub (95% Account Interest)
 
Office
 
56.9

(2)  
 
54.9

(2)  
RGM 42, LLC
MiMA (70% Account Interest)
 
Apartments
 
189.2

(2)  
 
194.7

(2)  

97
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Location/Description
 
Type
 
Fair Value at December 31,
2017
 
2016
TREA 35th Street LIC Investor Member, LLC
Commerce LIC (97.5% Account Interest)
 
Industrial
 
$
58.2

 
 
$
—

 
Tennessee:
 
 
 
 
 
 
West Town Mall, LLC
West Town Mall (50% Account Interest)
 
Retail
 
140.4

(2)  
 
154.4

(2)  
Texas:
 
 
 
 
 
 
Four Oaks Venture LP
Four Oaks Place LP (51% Account Interest)
 
Office
 
338.7

(2)  
 
342.3

(2)  
Washington:
 
 
 
 
 
 
T-C REA 400 Fairview Investor, LLC
400 Fairview (90% Account Interest)
 
Office
 
263.7

 
 
243.6

 
Various:
 
 
 
 
 
 
DDRTC Core Retail Fund, LLC
DDR Joint Venture (85% Account Interest)
 
Retail
 
636.2

(2,3)  
 
552.8

(2,3)  
Storage Portfolio I, LLC
Storage Portfolio (75% Account Interest)
 
Storage
 
177.5

(2,3)  
 
156.5

(2,3)  
Storage Portfolio II, LLC
Storage Portfolio (90% Account Interest)
 
Storage
 
91.8

(2,3)  
 
—

 
TOTAL REAL ESTATE JOINT VENTURES
(Cost $4,534.5 and $4,393.2)
 
 
 
$
5,860.6

 
 
$
5,622.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIMITED PARTNERSHIPS—0.5% and 0.5%
 
 
 
 
 
 
 
 
 
 
 
Clarion Gables Multi-Family Trust LP (7.74% Account Interest)
 
$
126.7

 
 
$
121.6

 
Colony Realty Partners LP (5.27% Account Interest)
 
—

 
 
3.1

(10)  
Lion Gables Apartment Fund (18.46% Account Interest)
 
—

 
 
0.2

(5)  
Taconic New York City GP Fund, LP (60% Account Interest)
 
10.8

 
 
4.8

 
Transwestern Mezz Realty Partners III, LLC (11.708% Account Interest)
 
4.9

 
 
7.8

 
TOTAL LIMITED PARTNERSHIPS
(Cost $140.8 and $137.2)
 
 
 
$
142.4

 
 
$
137.5

 
TOTAL REAL ESTATE JOINT VENTURES AND LIMITED PARTNERSHIPS
(Cost $4,675.3 and $4,530.4)
 
$
6,003.0

 
 
$
5,759.9

 


98
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


MARKETABLE SECURITIES—18.9% and 19.3%
REAL ESTATE-RELATED MARKETABLE SECURITIES—4.6% and 4.1%
Shares
 
Issuer
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
 
90,769

 
84,437

 
Acadia Realty Trust
 
$
2.5

 
$
2.8

 
31,513

 
26,717

 
Agree Realty Corporation
 
1.6

 
1.2

 
2,309

 
2,132

 
Alexander's, Inc.
 
0.9

 
0.9

 
103,464

 
83,175

 
Alexandria Real Estate Equities, Inc.
 
13.5

 
9.2

 
53,951

 
—

 
Altisource Residential Corporation
 
0.6

 
—

 
43,804

 
41,010

 
American Assets Trust, Inc.
 
1.7

 
1.8

 
148,817

 
138,467

 
American Campus Communities, Inc.
 
6.1

 
6.9

 
—

 
6,347

 
American Farmland Company
 
—

 
0.1

 
263,720

 
233,916

 
American Homes 4 Rent
 
5.8

 
4.9

 
462,615

 
443,315

 
American Tower Corp.
 
66.0

 
46.8

 
171,065

 
163,592

 
Apartment Investment and Management Company
 
7.5

 
7.4

 
231,041

 
223,733

 
Apple Hospitality Inc.
 
4.5

 
4.5

 
47,395

 
38,282

 
Armada Hoffler Properties Inc.
 
0.7

 
0.6

 
27,462

 
27,631

 
Ashford Hospitality Prime Inc.
 
0.3

 
0.4

 
88,009

 
96,553

 
Ashford Hospitality Trust, Inc.
 
0.6

 
0.7

 
150,694

 
143,728

 
Avalonbay Communities, Inc.
 
26.9

 
25.5

 
24,509

 
21,354

 
Bluerock Residential Growth, Inc.
 
0.2

 
0.3

 
168,560

 
160,997

 
Boston Properties, Inc.
 
21.9

 
20.3

 
189,208

 
183,336

 
Brandywine Realty Trust
 
3.4

 
3.0

 
336,302

 
319,555

 
Brixmore Porperty Group Inc
 
6.3

 
7.8

 
99,633

 
91,727

 
Camden Property Trust
 
9.2

 
7.7

 
—

 
89,419

 
Care Capital Properties, Inc.
 
—

 
2.2

 
85,789

 
64,966

 
CareTrust REIT Inc.
 
1.4

 
1.0

 
48,438

 
43,788

 
Catchmark Timber Trust, Inc.
 
0.6

 
0.5

 
185,540

 
178,895

 
CBL & Associates Properties, Inc.
 
1.1

(9)  
2.1

 
92,124

 
92,124

 
Cedar Shopping Centers, Inc.
 
0.6

 
0.6

 
49,866

 
39,759

 
Chatham Lodging Trust
 
1.1

 
0.8

 
64,702

 
63,363

 
Chesapeake Lodging Trust
 
1.8

 
1.6

 
32,933

 
—

 
City Office REIT, Inc.
 
0.4

 
—

 
15,330

 
—

 
Clipper Realty, Inc.
 
0.2

 
—

 
583,920

 
—

 
Colony Northstar, Inc.
 
6.7

 
—

 
—

 
50,961

 
Colony Starwood Homes
 
—

 
1.5

 
131,158

 
130,704

 
Columbia Property Trust Inc.
 
3.0

 
2.8

 
—

 
161,499

 
Communication Sales & Leasing, Inc.
 
—

 
4.1

 
17,855

 
13,231

 
Community Healthcare Trust, Inc.
 
0.5

 
0.3

 
130,237

 
117,878

 
CoreCivic, Inc.
 
2.9

 
2.9

 
12,695

 
12,695

 
Corenergy Infrastructure Trust, Inc.
 
0.5

 
0.4

 
37,213

 
35,452

 
CoreSite Realty Corporation
 
4.2

 
2.8

 
109,361

 
98,668

 
Corporate Office Properties Trust
 
3.2

 
3.1

 
458,712

 
358,876

 
Cousins Properties Incorporated
 
4.2

 
3.1

 
440,146

 
378,286

 
Crown Castle International Corporation
 
48.9

 
32.8

 
197,633

 
189,128

 
Cubesmart
 
5.7

 
5.1

 
98,521

 
80,245

 
CyrusOne Inc.
 
5.9

 
3.6

 
101,202

 
95,203

 
DCT Industrial Trust, Inc.
 
5.9

 
4.6

 
340,952

 
326,844

 
DDR Corp
 
3.1

 
5.0

 
219,132

 
211,566

 
DiamondRock Hospitality Company
 
2.5

 
2.4

 
223,448

 
166,911

 
Digital Realty Trust, Inc.
 
25.5

 
16.4

 
174,051

 
146,715

 
Douglas Emmett, Inc.
 
7.1

 
5.4

 
388,940

 
371,513

 
Duke Realty Corporation
 
10.6

 
9.9

 
—

 
79,039

 
DuPont Fabros Technology, Inc.
 
—

 
3.5

 
46,776

 
38,107

 
Easterly Government Properties, Inc.
 
1.0

 
0.8

 
36,626

 
34,448

 
EastGroup Properties, Inc.
 
3.2

 
2.5

 
82,652

 
76,609

 
Education Realty Trust, Inc.
 
2.9

 
3.2

 
139,642

 
128,313

 
Empire State Realty Trust
 
2.9

 
2.6

 
68,867

 
66,086

 
EPR Properties
 
4.5

 
4.7

 

99
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Shares
 
Issuer
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
 
85,048

 
74,499

 
Equinix Inc.
 
$
38.5

 
$
26.6

 
132,344

 
132,412

 
Equity Commonwealth
 
4.0

 
4.0

 
89,456

 
81,207

 
Equity Lifestyle Properties, Inc.
 
8.0

 
5.9

 
—

 
97,735

 
Equity One, Inc.
 
—

 
3.0

 
390,235

 
378,516

 
Equity Residential
 
24.9

 
24.4

 
39,142

 
39,142

 
Escrow Winthrop Realty Trust
 
0.3

 
0.3

 
71,499

 
68,928

 
Essex Property Trust, Inc.
 
17.3

 
16.0

 
133,620

 
123,598

 
Extra Space Storage, Inc.
 
11.7

 
9.5

 
33,146

 
20,247

 
Farmland Partners, Inc.
 
0.3

(9)  
0.2

(9)  
78,850

 
75,390

 
Federal Realty Investment Trust
 
10.5

 
10.7

 
—

 
146,636

 
FelCor Lodging Trust Incorporated
 
—

 
1.2

 
130,114

 
122,078

 
First Industrial Realty Trust, Inc.
 
4.1

 
3.4

 
—

 
62,454

 
First Potomac Realty Trust
 
—

 
0.7

 
266,222

 
247,510

 
Forest City Realty Trust A
 
6.4

 
5.2

 
68,809

 
62,347

 
Four Corners Property Trust
 
1.8

 
1.3

 
119,538

 
105,457

 
Franklin Street Properties Corp.
 
1.3

 
1.4

 
221,037

 
215,403

 
Gaming and Leisure Properties, Inc.
 
8.2

 
6.6

 
674,285

 
528,439

 
General Growth Properties, Inc.
 
15.8

 
13.2

 
134,715

 
75,332

 
GEO Group Inc./The
 
3.2

 
2.7

 
36,337

 
27,304

 
Getty Realty Corp.
 
1.0

 
0.7

 
30,560

 
24,752

 
Gladstone Commercial Corporation
 
0.6

 
0.5

 
11,775

 
—

 
Gladstone Land Corporation
 
0.2

 
—

 
14,323

 
14,323

 
Global Medical REIT, Inc.
 
0.1

(9)  
0.1

(9)  
73,715

 
169,785

 
Global Net Lease, Inc.
 
1.5

 
1.3

 
102,459

 
74,542

 
Government Properties Income Trust
 
1.9

 
1.4

 
173,959

 
439,336

 
Gramercy Property Trust Inc.
 
4.6

 
4.0

 
513,801

 
488,199

 
HCP, Inc.
 
13.4

 
14.5

 
133,528

 
121,172

 
Healthcare Realty Trust Inc.
 
4.3

 
3.7

 
221,345

 
148,194

 
Healthcare Trust of America
 
6.6

 
4.3

 
45,394

 
38,921

 
Hersha Hospitality Trust
 
0.8

 
0.8

 
111,471

 
105,127

 
Highwoods Properties, Inc.
 
5.7

 
5.4

 
179,103

 
172,557

 
Hospitality Properties Trust
 
5.3

 
5.5

 
799,202

 
784,264

 
Host Hotels & Resorts, Inc.
 
15.9

 
14.8

 
171,423

 
130,545

 
Hudson Pacific Properties, Inc.
 
5.9

 
4.5

 
93,383

 
64,154

 
Independence Realty Trust, Inc.
 
0.9

 
0.6

 
130,841

 
130,841

 
Investors Real Estate Trust
 
0.7

 
0.9

 
320,427

 
—

 
Invitation Homes, Inc.
 
7.6

 
—

 
302,923

 
251,283

 
Iron Mountain Inc.
 
11.4

 
8.2

 
1,500,000

 
1,500,000

 
iShares Dow Jones US Real Estate Index Fund
 
121.5

(9)  
115.4

(9)  
94,915

 
—

 
JBG Smith Properties
 
3.3

 
—

 
106,012

 
96,739

 
Kilroy Realty Corporation
 
7.9

 
7.1

 
451,921

 
446,152

 
Kimco Realty Corporation
 
8.2

 
11.2

 
90,119

 
86,474

 
Kite Realty Group Trust
 
1.8

 
2.0

 
91,259

 
86,839

 
Lamar Advertising Corporation
 
6.8

 
5.8

 
124,427

 
118,625

 
LaSalle Hotel Properties
 
3.5

 
3.6

 
257,171

 
246,697

 
Lexington Realty Trust
 
2.5

 
2.7

 
161,972

 
154,875

 
Liberty Property Trust
 
7.0

 
6.1

 
50,130

 
48,870

 
Life Storage, Inc.
 
4.5

 
4.2

 
42,489

 
41,261

 
LTC Properties, Inc.
 
1.9

 
1.9

 
99,130

 
93,046

 
Mack-Cali Realty Corporation
 
2.1

 
2.7

 
29,800

 
23,475

 
Medequities Realty Trust, Inc.
 
0.3

 
0.3

 
399,374

 
337,220

 
Medical Properties Trust, Inc.
 
5.5

 
4.1

 
123,965

 
118,873

 
Mid-America Apartment Communities, Inc.
 
12.5

 
11.6

 
80,492

 
69,038

 
Monmouth Real Estate Investment Corporation
 
1.4

 
1.1

 
—

 
175,519

 
Monogram Residential Trust Inc.
 
—

 
1.9

 
43,294

 
38,542

 
National Health Investors, Inc.
 
3.3

 
2.9

 

100
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Shares
 
Issuer
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
 
165,743

 
154,142

 
National Retail Properties, Inc.
 
$
7.1

 
$
6.8

 
49,957

 
44,249

 
National Storage Affiliates Trust
 
1.4

 
1.0

 
90,062

 
83,324

 
New Senior Investment Group
 
0.7

 
0.8

 
—

 
175,401

 
New York REIT
 
—

 
1.8

 
19,294

 
17,140

 
Nexpoint Residential Trust, Inc.
 
0.5

 
0.4

 
61,800

 
59,329

 
NorthStar Realty Europe Corp.
 
0.8

 
0.7

 
—

 
189,799

 
NorthStar Realty Finance Corp.
 
—

 
2.9

 
214,048

 
181,435

 
Omega Healthcare Investors, Inc.
 
5.9

(9)  
5.7

 
16,324

 
16,324

 
One Liberty Properties, Inc.
 
0.4

 
0.4

 
152,483

 
144,614

 
Outfront Media Inc.
 
3.5

 
3.6

 
225,256

 
157,741

 
Paramount Group Inc.
 
3.6

 
2.5

 
159,738

 
—

 
Park Hotels & Resorts, Inc.
 
4.6

 
—

 
—

 
45,533

 
Parkway Properties, Inc.
 
—

 
1.0

 
75,337

 
75,815

 
Pebblebrook Hotel Trust
 
2.8

 
2.3

 
69,866

 
69,866

 
Pennsylvania Real Estate Investment Trust
 
0.8

 
1.3

 
195,747

 
141,267

 
Physicians Realty Trust
 
3.5

 
2.7

 
159,189

 
153,053

 
Piedmont Office Realty Trust, Inc.
 
3.1

 
3.2

 
44,326

 
39,487

 
Potlatch Corporation
 
2.2

 
1.6

 
39,774

 
25,352

 
Preferred Apartment Communities, Inc.
 
0.8

 
0.4

 
577,161

 
549,455

 
ProLogis
 
37.2

 
29.0

 
21,348

 
20,916

 
PS Business Parks, Inc.
 
2.7

 
2.4

 
161,952

 
152,197

 
Public Storage, Inc.
 
33.8

 
34.0

 
53,551

 
47,125

 
QTS Realty Trust, Inc.
 
2.9

 
2.3

 
104,106

 
98,883

 
Quality Care Properties
 
1.4

 
1.5

 
84,467

 
82,342

 
Ramco-Gershenson Properties Trust
 
1.2

 
1.4

 
140,926

 
129,796

 
Rayonier, Inc.
 
4.5

 
3.4

 
308,355

 
270,184

 
Realty Income Corporation
 
17.6

 
15.5

 
163,631

 
109,616

 
Regency Centers Corporation
 
11.3

 
7.6

 
118,002

 
113,887

 
Retail Opportunity Investment
 
2.4

 
2.4

 
248,555

 
247,302

 
Retail Properties of America
 
3.3

 
3.8

 
83,912

 
67,197

 
Rexford Industrial Realty Inc.
 
2.4

 
1.6

 
185,465

 
131,026

 
RLJ Lodging Trust
 
4.1

 
3.2

 
48,519

 
50,994

 
Ryman Hospitality Properties
 
3.3

 
3.2

 
191,602

 
68,440

 
Sabra Health Care REIT Inc.
 
3.6

 
1.7

 
11,006

 
—

 
Safety Income and Growth, Inc.
 
0.2

 
—

 
12,343

 
14,267

 
Saul Centers, Inc.
 
0.8

 
0.9

 
131,401

 
—

 
SBA Communications Corporation
 
21.5

 
—

 
69,474

 
71,466

 
Select Income Real Estate Investment Trust
 
1.7

 
1.8

 
259,176

 
248,749

 
Senior Housing Properties Trust
 
5.0

 
4.7

 
—

 
36,820

 
Silver Bay Realty Trust Corp.
 
—

 
0.6

 
340,430

 
329,687

 
Simon Property Group, Inc.
 
58.5

 
58.6

 
105,521

 
106,453

 
SL Green Realty Corp.
 
10.7

 
11.4

 
498,344

 
483,032

 
Spirit Realty Capital Inc.
 
4.3

 
5.2

 
102,712

 
78,649

 
Stag Industrial, Inc.
 
2.8

 
1.9

 
187,343

 
162,012

 
STORE Capital Corporation
 
4.9

 
4.0

 
113,544

 
88,627

 
Summit Hotel Properties, Inc.
 
1.7

 
1.4

 
83,430

 
68,173

 
Sun Communities, Inc.
 
7.7

 
5.2

 
247,441

 
227,526

 
Sunstone Hotel Investors, L.L.C.
 
4.1

 
3.5

 
101,087

 
100,862

 
Tanger Factory Outlet Centers, Inc.
 
2.7

(9)  
3.6

 
64,816

 
63,335

 
Taubman Centers, Inc.
 
4.2

 
4.7

 
58,066

 
48,484

 
Terreno Realty Corporation
 
2.0

 
1.4

 
149,606

 
150,999

 
The Macerich Company
 
9.8

 
10.7

 
54,543

 
50,411

 
Tier Inc.
 
1.1

 
0.9

 
289,926

 
280,233

 
UDR, Inc.
 
11.2

 
10.2

 
34,876

 
27,329

 
UMH Properties, Inc.
 
0.5

 
0.4

 
182,231

 
—

 
UNITI Group, Inc.
 
3.2

(9)  
—

 
14,449

 
14,676

 
Universal Health Realty Income Trust
 
1.1

 
1.0

 
112,531

 
93,500

 
Urban Edge Properties
 
2.9

 
2.6

 

101
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Shares
 
Issuer
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
 
31,959

 
31,959

 
Urstadt Biddle Properties, Inc.
 
$
0.7

 
$
0.8

 
388,195

 
371,296

 
Ventas, Inc.
 
23.3

 
23.2

 
1,065,264

 
1,012,629

 
VEREIT, Inc.
 
8.3

 
8.6

 
188,214

 
177,780

 
Vornado Realty Trust
 
14.7

 
18.6

 
203,651

 
193,859

 
Washington Prime Group, Inc.
 
1.4

 
2.0

 
85,659

 
78,200

 
Washington Real Estate Investment Trust
 
2.7

 
2.6

 
132,066

 
120,820

 
Weingarten Realty Investors
 
4.3

 
4.3

 
401,236

 
380,425

 
Welltower Inc.
 
25.6

 
25.5

 
816,991

 
783,938

 
Weyerhaeuser Company
 
28.8

 
23.6

 
38,883

 
32,110

 
Whitestone Real Estate Investment Trust B
 
0.6

 
0.5

 
116,079

 
95,234

 
WP Carey Inc.
 
8.0

 
5.6

 
118,158

 
113,720

 
Xenia Hotels & Resorts Inc.
 
2.6

 
2.2

 
TOTAL REAL ESTATE-RELATED MARKETABLE SECURITIES
(Cost $991.0 and $883.9)
 
$
1,238.0

 
$
1,081.5

 


102
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


OTHER MARKETABLE SECURITIES—14.3% and 15.2%
GOVERNMENT AGENCY NOTES—10.6% and 8.7%
Principal
 
Issuer
 
Yield (4)
 
Maturity
Date
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
$
—

 
$
22.0

 
Fannie Mae Discount Notes
 
0.416%
 
2/1/2017
 
$
—

 
$
22.0

—

 
42.0

 
Fannie Mae Discount Notes
 
0.366% - 0.482%
 
3/1/2017
 
—

 
42.0

—

 
10.0

 
Fannie Mae Discount Notes
 
0.427%
 
3/3/2017
 
—

 
10.0

—

 
20.0

 
Fannie Mae Discount Notes
 
0.427%
 
3/6/2017
 
—

 
20.0

—

 
20.0

 
Fannie Mae Discount Notes
 
0.406%
 
3/13/2017
 
—

 
20.0

—

 
30.3

 
Fannie Mae Discount Notes
 
0.406%
 
3/27/2017
 
—

 
30.3

—

 
25.0

 
Fannie Mae Discount Notes
 
0.406%
 
3/28/2017
 
—

 
25.0

—

 
30.0

 
Fannie Mae Discount Notes
 
0.518%
 
4/18/2017
 
—

 
29.9

—

 
24.0

 
Fannie Mae Discount Notes
 
0.483% - 0.579%
 
4/19/2017
 
—

 
24.0

—

 
31.5

 
Fannie Mae Discount Notes
 
0.447% - 0.539%
 
5/1/2017
 
—

 
31.5

—

 
49.9

 
Fannie Mae Discount Notes
 
0.518%
 
5/2/2017
 
—

 
49.9

—

 
39.9

 
Fannie Mae Discount Notes
 
0.539%
 
5/5/2017
 
—

 
39.9

10.0

 
—

 
Fannie Mae Discount Notes
 
1.077%
 
1/9/2018
 
10.0

 
—

14.2

 
—

 
Fannie Mae Discount Notes
 
1.093%
 
1/10/2018
 
14.2

 
—

40.0

 
—

 
Fannie Mae Discount Notes
 
1.115%
 
1/11/2018
 
40.0

 
—

19.0

 
—

 
Fannie Mae Discount Notes
 
1.118%
 
1/19/2018
 
19.0

 
—

30.0

 
—

 
Fannie Mae Discount Notes
 
1.038%
 
1/22/2018
 
30.0

 
—

46.2

 
—

 
Fannie Mae Discount Notes
 
1.038%
 
1/23/2018
 
46.1

 
—

35.1

 
—

 
Fannie Mae Discount Notes
 
1.038%
 
1/24/2018
 
35.1

 
—

14.6

 
—

 
Fannie Mae Discount Notes
 
1.088%
 
1/29/2018
 
14.5

 
—

35.1

 
—

 
Fannie Mae Discount Notes
 
1.079%
 
1/30/2018
 
35.1

 
—

26.2

 
—

 
Fannie Mae Discount Notes
 
1.109% - 1.225%
 
2/7/2018
 
26.2

 
—

25.0

 
—

 
Fannie Mae Discount Notes
 
1.145%
 
2/16/2018
 
25.0

 
—

50.0

 
—

 
Fannie Mae Discount Notes
 
1.140% - 1.150%
 
2/20/2018
 
49.9

 
—

30.2

 
—

 
Fannie Mae Discount Notes
 
1.140%
 
2/21/2018
 
30.2

 
—

40.0

 
—

 
Fannie Mae Discount Notes
 
1.221%
 
3/7/2018
 
39.9

 
—

40.0

 
—

 
Fannie Mae Discount Notes
 
1.221%
 
3/8/2018
 
39.9

 
—

34.1

 
—

 
Fannie Mae Discount Notes
 
1.221%
 
3/9/2018
 
34.0

 
—

20.0

 
—

 
Fannie Mae Discount Notes
 
1.303%
 
3/13/2018
 
19.9

 
—

37.2

 
—

 
Fannie Mae Discount Notes
 
1.313%
 
3/19/2018
 
37.0

 
—

15.0

 
—

 
Fannie Mae Discount Notes
 
1.303%
 
3/20/2018
 
15.0

 
—

10.0

 
—

 
Fannie Mae Discount Notes
 
1.308%
 
3/22/2018
 
10.0

 
—

39.3

 
—

 
Fannie Mae Discount Notes
 
1.318%
 
3/29/2018
 
39.1

 
—

30.0

 
—

 
Fannie Mae Discount Notes
 
1.323%
 
4/2/2018
 
29.9

 
—

35.2

 
—

 
Fannie Mae Discount Notes
 
1.313% - 1.323%
 
4/3/2018
 
35.1

 
—

40.0

 
—

 
Fannie Mae Discount Notes
 
1.334%
 
4/9/2018
 
39.9

 
—

—

 
19.9

 
Farmer Mac Discount Notes
 
0.682%
 
6/1/2017
 
—

 
19.9

14.0

 
—

 
Farmer Mac Discount Notes
 
1.169%
 
2/1/2018
 
14.0

 
—

—

 
15.5

 
Federal Farm Credit Bank Discount Notes
 
0.376% - 0.381%
 
2/22/2017
 
—

 
15.5

—

 
34.7

 
Federal Home Loan Bank Discount Notes
 
0.304% - 0.355%
 
1/3/2017
 
—

 
34.7

—

 
40.0

 
Federal Home Loan Bank Discount Notes
 
0.345%
 
1/4/2017
 
—

 
40.0

—

 
29.2

 
Federal Home Loan Bank Discount Notes
 
0.355% - 0.447%
 
1/6/2017
 
—

 
29.2

—

 
7.1

 
Federal Home Loan Bank Discount Notes
 
0.299% - 0.345%
 
1/9/2017
 
—

 
7.1

—

 
25.0

 
Federal Home Loan Bank Discount Notes
 
0.325%
 
1/10/2017
 
—

 
25.0

—

 
50.0

 
Federal Home Loan Bank Discount Notes
 
0.304% - 0.396%
 
1/11/2017
 
—

 
50.0

—

 
33.0

 
Federal Home Loan Bank Discount Notes
 
0.365% - 0.396%
 
1/12/2017
 
—

 
33.0

—

 
50.0

 
Federal Home Loan Bank Discount Notes
 
0.386%
 
1/13/2017
 
—

 
50.0

—

 
36.0

 
Federal Home Loan Bank Discount Notes
 
0.345%
 
1/17/2017
 
—

 
36.0

—

 
42.1

 
Federal Home Loan Bank Discount Notes
 
0.294% - 0.365%
 
1/18/2017
 
—

 
42.1

—

 
20.0

 
Federal Home Loan Bank Discount Notes
 
0.284%
 
1/20/2017
 
—

 
20.0

—

 
50.0

 
Federal Home Loan Bank Discount Notes
 
0.335%
 
1/23/2017
 
—

 
50.0

—

 
47.0

 
Federal Home Loan Bank Discount Notes
 
0.345%
 
1/24/2017
 
—

 
47.0

—

 
34.8

 
Federal Home Loan Bank Discount Notes
 
0.304% - 0.360%
 
1/25/2017
 
—

 
34.8

—

 
45.0

 
Federal Home Loan Bank Discount Notes
 
0.294% - 0.406%
 
1/27/2017
 
—

 
45.0

—

 
25.0

 
Federal Home Loan Bank Discount Notes
 
0.416%
 
1/30/2017
 
—

 
25.0


103
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Principal
 
Issuer
 
Yield (4)
 
Maturity
Date
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
$
—

 
$
34.7

 
Federal Home Loan Bank Discount Notes
 
0.467% - 0.497%
 
2/1/2017
 
$
—

 
$
34.7

—

 
42.0

 
Federal Home Loan Bank Discount Notes
 
0.406%
 
2/3/2017
 
—

 
42.0

—

 
15.0

 
Federal Home Loan Bank Discount Notes
 
0.416%
 
2/7/2017
 
—

 
15.0

—

 
10.2

 
Federal Home Loan Bank Discount Notes
 
0.376%
 
2/10/2017
 
—

 
10.2

—

 
50.0

 
Federal Home Loan Bank Discount Notes
 
0.386% - 0.487%
 
2/17/2017
 
—

 
50.0

—

 
30.0

 
Federal Home Loan Bank Discount Notes
 
0.365%
 
2/21/2017
 
—

 
30.0

—

 
30.0

 
Federal Home Loan Bank Discount Notes
 
0.437%
 
2/22/2017
 
—

 
30.0

—

 
50.0

 
Federal Home Loan Bank Discount Notes
 
0.396%
 
2/24/2017
 
—

 
50.0

—

 
20.0

 
Federal Home Loan Bank Discount Notes
 
0.533%
 
2/27/2017
 
—

 
20.0

—

 
10.1

 
Federal Home Loan Bank Discount Notes
 
0.518%
 
3/3/2017
 
—

 
10.1

—

 
15.0

 
Federal Home Loan Bank Discount Notes
 
0.523%
 
3/6/2017
 
—

 
15.0

—

 
30.0

 
Federal Home Loan Bank Discount Notes
 
0.538%
 
3/8/2017
 
—

 
30.0

—

 
45.8

 
Federal Home Loan Bank Discount Notes
 
0.447% - 0.574%
 
3/10/2017
 
—

 
45.8

—

 
20.0

 
Federal Home Loan Bank Discount Notes
 
0.543%
 
3/14/2017
 
—

 
20.0

—

 
40.5

 
Federal Home Loan Bank Discount Notes
 
0.528% - 0.579%
 
3/17/2017
 
—

 
40.5

—

 
49.9

 
Federal Home Loan Bank Discount Notes
 
0.538%
 
3/20/2017
 
—

 
49.9

—

 
36.1

 
Federal Home Loan Bank Discount Notes
 
0.533%
 
3/22/2017
 
—

 
36.1

—

 
28.0

 
Federal Home Loan Bank Discount Notes
 
0.427% - 0.518%
 
3/23/2017
 
—

 
28.0

—

 
40.0

 
Federal Home Loan Bank Discount Notes
 
0.528%
 
3/24/2017
 
—

 
40.0

—

 
25.0

 
Federal Home Loan Bank Discount Notes
 
0.548%
 
3/28/2017
 
—

 
25.0

—

 
31.0

 
Federal Home Loan Bank Discount Notes
 
0.558%
 
3/29/2017
 
—

 
31.0

—

 
6.4

 
Federal Home Loan Bank Discount Notes
 
0.477%
 
3/31/2017
 
—

 
6.4

—

 
49.9

 
Federal Home Loan Bank Discount Notes
 
0.559%
 
4/17/2017
 
—

 
49.9

—

 
26.0

 
Federal Home Loan Bank Discount Notes
 
0.548% - 0.605%
 
4/19/2017
 
—

 
26.0

—

 
20.1

 
Federal Home Loan Bank Discount Notes
 
0.488%
 
4/28/2017
 
—

 
20.1

—

 
25.0

 
Federal Home Loan Bank Discount Notes
 
0.538% - 0.600%
 
5/5/2017
 
—

 
25.0

—

 
37.2

 
Federal Home Loan Bank Discount Notes
 
0.558% - 0.641%
 
5/12/2017
 
—

 
37.2

20.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.069%
 
1/2/2018
 
20.2

 
—

40.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.079%
 
1/3/2018
 
40.0

 
—

40.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.068%
 
1/5/2018
 
40.0

 
—

40.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.068%
 
1/8/2018
 
40.0

 
—

33.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.058%
 
1/9/2018
 
33.0

 
—

50.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.068% - 1.118%
 
1/10/2018
 
50.0

 
—

30.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.089% - 1.108%
 
1/12/2018
 
30.0

 
—

38.1

 
—

 
Federal Home Loan Bank Discount Notes
 
1.068%
 
1/16/2018
 
38.1

 
—

50.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.094% - 1.118%
 
1/17/2018
 
50.0

 
—

30.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.063%
 
1/19/2018
 
30.1

 
—

20.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.134%
 
1/22/2018
 
20.0

 
—

38.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.063%
 
1/25/2018
 
37.9

 
—

36.1

 
—

 
Federal Home Loan Bank Discount Notes
 
1.063%
 
1/26/2018
 
36.1

 
—

29.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.069% - 1.290%
 
1/29/2018
 
29.1

 
—

24.3

 
—

 
Federal Home Loan Bank Discount Notes
 
1.225%
 
2/6/2018
 
24.2

 
—

47.1

 
—

 
Federal Home Loan Bank Discount Notes
 
1.069% - 1.220%
 
2/9/2018
 
47.1

 
—

11.8

 
—

 
Federal Home Loan Bank Discount Notes
 
1.140%
 
2/14/2018
 
11.8

 
—

25.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.130%
 
2/16/2018
 
25.0

 
—

10.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.306%
 
2/21/2018
 
10.0

 
—

40.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.120%
 
2/26/2018
 
39.9

 
—

39.4

 
—

 
Federal Home Loan Bank Discount Notes
 
1.120% - 1.186%
 
2/27/2018
 
39.3

 
—

22.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.161% - 1.232%
 
3/2/2018
 
22.1

 
—

45.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.212% - 1.313%
 
3/12/2018
 
44.9

 
—

28.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.176%
 
3/13/2018
 
27.9

 
—

5.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.318%
 
3/16/2018
 
5.0

 
—

40.0

 
—

 
Federal Home Loan Bank Discount Notes
 
1.304%
 
3/27/2018
 
39.9

 
—

47.4

 
—

 
Federal Home Loan Bank Discount Notes
 
1.304%
 
3/28/2018
 
47.2

 
—

40.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.324%
 
4/11/2018
 
40.0

 
—

15.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.359%
 
4/12/2018
 
15.2

 
—

29.1

 
—

 
Federal Home Loan Bank Discount Notes
 
1.354%
 
4/16/2018
 
29.0

 
—

39.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.365%
 
4/19/2018
 
39.0

 
—


104
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


Principal
 
Issuer
 
Yield (4)
 
Maturity
Date
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
$
40.2

 
$
—

 
Federal Home Loan Bank Discount Notes
 
1.365%
 
4/20/2018
 
$
40.0

 
$
—

33.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.365%
 
4/23/2018
 
33.0

 
—

34.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.375%
 
4/24/2018
 
34.1

 
—

15.2

 
—

 
Federal Home Loan Bank Discount Notes
 
1.371%
 
4/25/2018
 
15.2

 
—

28.4

 
—

 
Federal Home Loan Bank Discount Notes
 
1.403%
 
5/4/2018
 
28.2

 
—

—

 
16.1

 
Freddie Mac Discount Notes
 
0.345%
 
1/9/2017
 
—

 
16.1

—

 
25.0

 
Freddie Mac Discount Notes
 
0.335%
 
1/10/2017
 
—

 
25.0

—

 
30.0

 
Freddie Mac Discount Notes
 
0.391%
 
1/20/2017
 
—

 
30.0

—

 
13.1

 
Freddie Mac Discount Notes
 
0.426%
 
1/30/2017
 
—

 
13.1

—

 
40.0

 
Freddie Mac Discount Notes
 
0.447%
 
2/6/2017
 
—

 
40.0

—

 
36.9

 
Freddie Mac Discount Notes
 
0.436% - 0.457%
 
2/7/2017
 
—

 
36.9

—

 
44.2

 
Freddie Mac Discount Notes
 
0.360%
 
2/8/2017
 
—

 
44.2

—

 
25.0

 
Freddie Mac Discount Notes
 
0.360%
 
2/10/2017
 
—

 
25.0

—

 
40.0

 
Freddie Mac Discount Notes
 
0.365%
 
2/13/2017
 
—

 
40.0

—

 
30.0

 
Freddie Mac Discount Notes
 
0.376%
 
2/14/2017
 
—

 
30.0

—

 
20.0

 
Freddie Mac Discount Notes
 
0.467%
 
2/21/2017
 
—

 
20.0

—

 
27.0

 
Freddie Mac Discount Notes
 
0.386%
 
2/27/2017
 
—

 
27.0

—

 
15.0

 
Freddie Mac Discount Notes
 
0.401%
 
3/3/2017
 
—

 
15.0

—

 
35.2

 
Freddie Mac Discount Notes
 
0.406%
 
3/7/2017
 
—

 
35.2

—

 
14.0

 
Freddie Mac Discount Notes
 
0.411%
 
3/14/2017
 
—

 
14.0

—

 
50.0

 
Freddie Mac Discount Notes
 
0.427%
 
3/21/2017
 
—

 
49.9

—

 
18.0

 
Freddie Mac Discount Notes
 
0.600%
 
4/21/2017
 
—

 
18.0

—

 
39.9

 
Freddie Mac Discount Notes
 
0.457%
 
5/3/2017
 
—

 
39.9

—

 
22.9

 
Freddie Mac Discount Notes
 
0.483%
 
5/4/2017
 
—

 
22.9

41.2

 
—

 
Freddie Mac Discount Notes
 
1.101% - 1.149%
 
2/2/2018
 
41.2

 
—

50.0

 
—

 
Freddie Mac Discount Notes
 
1.101% - 1.139%
 
2/5/2018
 
49.9

 
—

25.0

 
—

 
Freddie Mac Discount Notes
 
1.090%
 
2/6/2018
 
25.0

 
—

20.1

 
—

 
Freddie Mac Discount Notes
 
1.100%
 
2/7/2018
 
20.0

 
—

42.2

 
—

 
Freddie Mac Discount Notes
 
1.099%
 
2/12/2018
 
42.1

 
—

40.0

 
—

 
Freddie Mac Discount Notes
 
1.099%
 
2/13/2018
 
39.9

 
—

30.0

 
—

 
Freddie Mac Discount Notes
 
1.109%
 
2/14/2018
 
30.0

 
—

39.5

 
—

 
Freddie Mac Discount Notes
 
1.120% - 1.130%
 
2/23/2018
 
39.4

 
—

50.0

 
—

 
Freddie Mac Discount Notes
 
1.151%
 
3/5/2018
 
49.9

 
—

50.0

 
—

 
Freddie Mac Discount Notes
 
1.151%
 
3/6/2018
 
49.9

 
—

49.8

 
—

 
Freddie Mac Discount Notes
 
1.182% - 1.202%
 
3/14/2018
 
49.6

 
—

34.2

 
—

 
Freddie Mac Discount Notes
 
1.182%
 
3/16/2018
 
34.1

 
—

10.8

 
—

 
Freddie Mac Discount Notes
 
1.192%
 
3/19/2018
 
10.7

 
—

32.8

 
—

 
Freddie Mac Discount Notes
 
1.202%
 
3/20/2018
 
32.7

 
—

40.0

 
—

 
Freddie Mac Discount Notes
 
1.202%
 
3/21/2018
 
39.9

 
—

30.0

 
—

 
Freddie Mac Discount Notes
 
1.182%
 
3/22/2018
 
29.9

 
—

40.0

 
—

 
Freddie Mac Discount Notes
 
1.212%
 
3/23/2018
 
39.9

 
—

40.0

 
—

 
Freddie Mac Discount Notes
 
1.223%
 
3/26/2018
 
39.9

 
—

24.1

 
—

 
Freddie Mac Discount Notes
 
1.228%
 
4/4/2018
 
24.0

 
—

57.7

 
—

 
Freddie Mac Discount Notes
 
1.228% - 1.269%
 
4/5/2018
 
57.5

 
—

35.2

 
—

 
Freddie Mac Discount Notes
 
1.289%
 
4/6/2018
 
35.0

 
—

34.9

 
—

 
Freddie Mac Discount Notes
 
1.325% - 1.330%
 
4/10/2018
 
34.7

 
—

40.0

 
—

 
Freddie Mac Discount Notes
 
1.325%
 
4/11/2018
 
39.8

 
—

27.2

 
—

 
Freddie Mac Discount Notes
 
1.324%
 
4/12/2018
 
27.0

 
—

40.0

 
—

 
Freddie Mac Discount Notes
 
1.334%
 
4/13/2018
 
39.8

 
—

30.1

 
—

 
Freddie Mac Discount Notes
 
1.365%
 
4/17/2018
 
30.0

 
—

35.2

 
—

 
Freddie Mac Discount Notes
 
1.365%
 
4/18/2018
 
35.0

 
—

4.0

 
—

 
Freddie Mac Discount Notes
 
1.366%
 
5/4/2018
 
4.0

 
—

TOTAL GOVERNMENT AGENCY NOTES
(Cost $2,872.8 and $2,309.0)
 
$
2,872.3

 
$
2,308.9


105
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


UNITED STATES TREASURY SECURITIES—3.7% and 6.5%
Principal
 
Issuer
 
Yield (4)
 
Maturity
Date
 
Fair Value at December 31,
2017
 
2016
 
2017
 
2016
$
—

 
$
35.9

 
United States Treasury Bills
 
0.345% - 0.369%
 
 
1/5/2017
 
$
—

 
$
35.9

—

 
47.9

 
United States Treasury Bills
 
0.423% - 0.428%
 
 
1/19/2017
 
—

 
48.0

—

 
36.1

 
United States Treasury Bills
 
0.371% - 0.401%
 
 
1/26/2017
 
—

 
36.1

—

 
60.1

 
United States Treasury Bills
 
0.363% - 0.423%
 
 
2/2/2017
 
—

 
60.1

—

 
75.0

 
United States Treasury Bills
 
0.315% - 0.426%
 
 
2/9/2017
 
—

 
75.0

—

 
48.0

 
United States Treasury Bills
 
0.325% - 0.437%
 
 
2/16/2017
 
—

 
48.0

—

 
48.0

 
United States Treasury Bills
 
0.448% - 0.473%
 
 
2/23/2017
 
—

 
48.0

—

 
36.0

 
United States Treasury Bills
 
0.368% - 0.477%
 
 
3/2/2017
 
—

 
36.0

—

 
48.7

 
United States Treasury Bills
 
0.386% - 0.518%
 
 
3/9/2017
 
—

 
48.7

—

 
59.9

 
United States Treasury Bills
 
0.406% - 0.481%
 
 
3/16/2017
 
—

 
60.0

—

 
129.0

 
United States Treasury Bills
 
0.380% - 0.533%
 
 
3/23/2017
 
—

 
129.0

—

 
25.9

 
United States Treasury Bills
 
0.396% - 0.518%
 
 
3/30/2017
 
—

 
25.9

—

 
58.9

 
United States Treasury Bills
 
0.411% - 0.509%
 
 
4/6/2017
 
—

 
58.9

—

 
130.8

 
United States Treasury Bills
 
0.518% - 0.529%
 
 
4/13/2017
 
—

 
130.8

—

 
49.9

 
United States Treasury Bills
 
0.514% - 0.559%
 
 
4/20/2017
 
—

 
49.9

—

 
48.2

 
United States Treasury Bills
 
0.554% - 0.781%
 
 
4/27/2017
 
—

 
48.2

—

 
49.9

 
United States Treasury Bills
 
0.514%
 
 
5/4/2017
 
—

 
49.9

—

 
42.0

 
United States Treasury Bills
 
0.601% - 0.623%
 
 
5/11/2017
 
—

 
42.0

—

 
30.1

 
United States Treasury Bills
 
0.584% - 0.620%
 
 
5/18/2017
 
—

 
30.1

—

 
32.0

 
United States Treasury Bills
 
0.587%
 
 
6/8/2017
 
—

 
32.0

—

 
74.8

 
United States Treasury Bills
 
0.541% - 0.654%
 
 
7/20/2017
 
—

 
74.7

—

 
86.7

 
United States Treasury Bills
 
0.574% - 0.591%
 
 
8/17/2017
 
—

 
86.6

—

 
34.8

 
United States Treasury Bills
 
0.696% - 0.934%
 
 
9/14/2017
 
—

 
34.8

17.8

 
—

 
United States Treasury Bills
 
1.036% - 1.177%
 
 
1/2/2018
 
17.8

 
—

75.0

 
—

 
United States Treasury Bills
 
1.063% - 1.084%
 
 
1/4/2018
 
75.0

 
—

21.2

 
—

 
United States Treasury Bills
 
1.128% - 1.236%
 
 
1/11/2018
 
21.2

 
—

40.0

 
—

 
United States Treasury Bills
 
1.114%
 
 
1/18/2018
 
40.0

 
—

71.0

 
—

 
United States Treasury Bills
 
1.132%
 
 
1/25/2018
 
70.9

 
—

36.0

 
—

 
United States Treasury Bills
 
1.106%
 
 
2/1/2018
 
36.0

 
—

93.0

 
—

 
United States Treasury Bills
 
1.075% - 1.077%
 
 
2/8/2018
 
92.9

 
—

98.0

 
—

 
United States Treasury Bills
 
1.106% - 1.122%
 
 
2/22/2018
 
97.8

 
—

81.0

 
—

 
United States Treasury Bills
 
1.060% - 1.117%
 
 
3/1/2018
 
80.8

 
—

154.0

 
—

 
United States Treasury Bills
 
1.374% - 1.433%
 
 
3/29/2018
 
153.5

 
—

24.0

 
—

 
United States Treasury Bills
 
1.440%
 
 
5/24/2018
 
23.9

 
—

85.0

 
—

 
United States Treasury Bills
 
1.432%
 
 
6/7/2018
 
84.5

 
—

—

 
69.9

 
United States Treasury Notes
 
0.431% - 0.451%
 
 
1/31/2017
 
—

 
69.9

—

 
46.9

 
United States Treasury Notes
 
0.441% - 0.471%
 
 
2/15/2017
 
—

 
47.0

—

 
49.7

 
United States Treasury Notes
 
0.502%
 
 
2/28/2017
 
—

 
49.7

—

 
50.0

 
United States Treasury Notes
 
0.542%
 
 
3/15/2017
 
—

 
50.0

—

 
50.0

 
United States Treasury Notes
 
0.515%
 
 
3/31/2017
 
—

 
50.0

—

 
69.6

 
United States Treasury Notes
 
0.550% - 0.621%
 
 
5/31/2017
 
—

 
69.6

—

 
40.1

 
United States Treasury Notes
 
0.580%
 
 
6/15/2017
 
—

 
40.1

—

 
50.0

 
United States Treasury Notes
 
0.586%
 
 
6/30/2017
 
—

 
50.0

—

 
30.0

 
United States Treasury Notes
 
0.668% - 0.710%
 
 
7/31/2017
 
—

 
30.0

50.0

 
—

 
United States Treasury Notes
 
1.148% - 1.180%
 
 
1/31/2018
 
50.0

 
—

40.0

 
—

 
United States Treasury Notes
 
1.175% - 1.184%
 
 
2/15/2018
 
40.0

 
—

48.0

 
—

 
United States Treasury Notes
 
1.200%
 
 
2/28/2018
 
47.9

 
—

40.0

 
—

 
United States Treasury Notes
 
1.179%
 
 
3/15/2018
 
40.0

 
—

43.1

 
—

 
United States Treasury Notes
 
1.333% - 1.378%
 
 
6/15/2018
 
43.0

 
—

TOTAL UNITED STATES TREASURY SECURITIES
(Cost $1,015.3 and $1,745.0)
 
$
1,015.2

 
$
1,744.9

TOTAL OTHER MARKETABLE SECURITIES
(Cost $3,888.1 and $4,054.0)
 
$
3,887.5

 
$
4,053.8

TOTAL MARKETABLE SECURITIES
(Cost $4,879.1 and $4,937.9)
 
 
 
$
5,125.5

 
$
5,135.3


106
TIAA REAL ESTATE ACCOUNT
CONSOLIDATED SCHEDULES OF INVESTMENTS
(Dollar values shown in millions)


LOANS RECEIVABLE—1.1% and 1.1%
 
 
 
 
 
 
 
 
 
Maturity Date
 
Fair Value at December 31,
 
 
 
 
Borrower
 
Interest Rate (7)
 
 
2017
 
2016
 
 
 
 
DJM Capital Partners (8)
 
4.200%
 
 
7/1/2018
 
$
34.2

 
$
32.3

 
 
 
 
Simply Self Storage Portfolio
 
8.250%
 
 
9/6/2021
 
37.6

 
37.6

 
 
 
 
State Street Financial Center Junior Mezz
 
6.500%
 
 
11/10/2021
 
125.1

 
125.2

 
 
 
 
Charles River Plaza North
 
6.080%
 
 
4/6/2029
 
101.9

 
100.6

TOTAL LOANS RECEIVABLE
(Cost $296.7 and $294.8)
 
 
 
$
298.8

 
$
295.7

TOTAL INVESTMENTS
(Cost $22,823.6 and $22,581.2)
 
 
 
$
27,170.0

 
$
26,643.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  
The investment has a mortgage loan payable outstanding, as indicated in Note 8.
(2)  
The fair value reflects the Account's interest in the joint venture and is net of debt.
(3)  
Properties within this investment are located throughout the United States.
(4)  
Yield represents the annualized yield.
(5)  
The assets held in this investment were liquidated on February 18, 2015, with final dissolution on December 13, 2017.
(6)  
A partial disposition of assets held by the portfolio was completed on February 1, 2017.
(7)  
Represents the fixed interest rate on this investment.
(8)  
This loan has the option to increase the principal balance up to $35.0 million and includes a one year extension option at a 5.0% annual interest only rate.
(9)  
All or a portion of these securities are out on loan. The aggregate value of securities on loan is $18.1 million.
(10)  
The assets held in this investment were in liquidation as of May 2014, with final dissolution expected in 2018.
(11)  
A partial disposition of assets held by the portfolio was completed on August 17, 2017.
(12)  
A portion of this investment consists of land for development that was acquired on December 19, 2017.


107


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Teachers Insurance and Annuity Association of America and Participants of TIAA Real Estate Account
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of the TIAA Real Estate Account and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Account as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Account’s management. Our responsibility is to express an opinion on the Account’s consolidated 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 Account 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 of these consolidated financial statements 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 consolidated financial statements are free of material misstatement, whether due to error or fraud. The Account is not required to have, nor were we engaged to perform, an audit of its 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 Account'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 consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 15, 2018
We have served as the Account's auditor since 2005.

108


ADDITIONAL INFORMATION

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.
(a) The registrant maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the registrant’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the registrant’s Principal Executive Officer (“PEO”) and the Principal Financial Officer (“PFO”), as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and participation of the registrant’s management, including the registrant’s PEO and PFO, the registrant conducted an evaluation (as required under Rules 13a-15(b) and 15d-15(b) under the Exchange Act, under the supervision and with the participation of our PEO and PFO, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon management’s review, the PEO and the PFO concluded with reasonable assurance that the registrant’s disclosure controls and procedures were effective as of December 31, 2017 .
(b) Management’s Report on Internal Control over Financial Reporting . Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), is a process designed by, or under the supervision of the Account’s PEO and PFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Account’s Consolidated Financial Statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has made a comprehensive review, evaluation, and assessment of the Account’s internal control over financial reporting as of December 31, 2017 . In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, management has concluded that as of December 31, 2017 , the Account’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
This annual report does not include an attestation report of the registrant’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Registrant’s independent registered public accounting firm pursuant to the rules of the U.S. Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
(c) Changes in internal control over financial reporting . There have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.


109


PART III

ITEMS 10 AND 11. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE OF THE REGISTRANT; EXECUTIVE COMPENSATION.
The TIAA Real Estate Account has no officers or directors. Rather, TIAA officers, under the direction and control of the Board, manage the investment of the Account's assets, following investment management procedures that TIAA has adopted for the Account. No TIAA trustee or executive officer receives compensation from the Account. The Trustees and certain executive officers of TIAA as of March 1, 2018, their years of birth and their principal occupations during at least the last five years, are as follows:
Trustees
Ronald L. Thompson (Chairman), YOB: 1949
Director, Fiat Chrysler Automobiles (2014 to present). Member, Plymouth Ventures Partnership II Advisory Board (2010 to present). Director, Medical University of South Carolina Foundation (2013 to present), and Trustee, Washington University in St. Louis (1987 to 2013 and 2014 to present).
Jeffrey R. Brown, YOB: 1968
Josef and Margot Lakonishok Professor of Business and Dean of the Gies College of Business at the University of Illinois at Urbana-Champaign (2015 to present). Professor of Finance and Director of the Center for Business and Public Policy, University of Illinois at Urbana-Champaign (2007 to present). Board Member, Center for Audit Quality (2016 to present).
James R. Chambers, YOB: 1957
Special Advisor, Board, Weight Watchers International, Inc. (2016). Director, President and Chief Executive Officer (2012 to 2016), Weight Watchers International, Inc. President, US Snacks and Confectionary at Kraft Foods (2010 to 2012). Director, Big Lots, Inc. (2012 to present).
Lisa W. Hess, YOB: 1955
President and Managing Partner, SkyTop Capital (2010 to present). Director, Radian Group, Inc. (2011 to present).
Edward M. Hundert, M.D., YOB: 1956
Dean for Medical Education and Daniel D. Federman, M.D. Professor in Residence of Global Health and Social Medicine and Medical Education, Harvard University Medical School (2014 to present). Senior lecturer in Medical Ethics (2007 to 2014), Director of the Center for Teaching and Learning, Harvard Medical School (2011 to 2014).
Lawrence H. Linden, YOB: 1947
Founding Trustee, Linden Trust for Conservation (1993 to present), Director, World Wildlife Fund (2002 to present). Advisory Director, Redstone Strategy Group (2006 to present). Strategic Advisory Board Member, New World Capital Group (2011 to present).
Maureen O’Hara, YOB: 1953
R.W. Purcell Professor of Finance, Johnson Graduate School of Management, Cornell University (1992 to present), where she has taught since 1979. Professor of Finance, University of Technology Sydney (2016 to present).
Donald K. Peterson, YOB: 1949
Director, Sanford C. Bernstein Fund Inc. (2007 to present). Director, Bernstein Fund Inc. (2015 to present). Trustee Emeritus, Worcester Polytechnic Institute (2015 to present).
Sidney A. Ribeau, YOB: 1947
Professor of Communications, Howard University (2014 to present). President, Howard University (2008 to 2013). Co-founder, TM2 Education Search (2016 to present). Director, Worthington Industries (2000 to present).
Dorothy K. Robinson, YOB: 1951
Of Counsel, K&L Gates (2016 to present). Senior Counselor to the President, Yale University (2014 to 2015). Vice President and General Counsel, Yale University (1995 to 2014).

110


Kim M. Sharan, YOB: 1957
Founder and CEO, Kim M. Sharan, LLC (2004 to present). President of Financial Planning and Wealth Strategies and Chief Marketing Officer, Ameriprise Financial (2002 to 2014). Board Member, Partner Here (2014 to present). Director, Girls Inc. (2014 to present).
David L. Shedlarz, YOB: 1948
Director, Pitney Bowes Inc. (2001 to present). Director, The Hershey Company (2008 to present). Director, Teladoc, Inc. (2016 to present).
Marta Tienda, YOB: 1950
Maurice P. During ’22 Professor in Demographic Studies and Professor of Sociology and Public Affairs, Princeton University (since 1999). Director, Novume Solutions (2017 to present). Board Chair (2017 to present), Trustee (2004 to present), Alfred P. Sloan Foundation. Trustee, Jacobs Foundation of Switzerland (1999 to present). Board member, Robin Hood Foundation (2017 to present).
Officer—Trustees
Roger W. Ferguson, Jr., YOB: 1951
President and Chief Executive Officer of TIAA and CREF (since 2008).
Other TIAA Executive Officers
Carol W. Deckbar, YOB: 1962
Executive Vice President, Institutional Investment and Endowment Services of TIAA and Executive Vice President of CREF. Prior positions: Executive Vice President, CEO, TIAA-CREF Asset Management at TIAA; Executive Vice President, COO Asset Management at TIAA.
Virginia M. Wilson, YOB: 1954
Senior Executive Vice President, Chief Financial Officer of TIAA and Executive Vice President, Chief Financial Officer and Principal Accounting Officer of CREF. Prior position: Executive Vice President, Chief Financial Officer of TIAA.
Ronald Pressman, YOB: 1958
Senior Executive Vice President, Institutional Financial Services Chief Executive Officer of TIAA, and Executive Vice President of the TIAA-CREF Fund Complex. Prior positions: Executive Vice President and Chief Operating Officer of TIAA.
Kathie J. Andrade, YOB: 1960
Senior Executive Vice President, Retail Financial Services Chief Executive Officer of TIAA. Prior position: Executive Vice President, Head of Individual Advisory Services of TIAA.
Portfolio Management Team
Randy Giraldo, YOB: 1975
Managing Director, Portfolio Manager, Head of TIAA Real Estate Account. Head of Portfolio Management for THRE division of Nuveen. Prior position: Managing Director.
Gordon (Chris) McGibbon, YOB: 1972
Senior Managing Director, Head of Americas, TH Real Estate. Prior positions: Managing Director, PM of GA Mortgage and Real Estate Portfolios, TIAA. Managing Director, PM of Direct, Flagship Open Ended Real Estate Fund.




111


Audit Committee Financial Expert
On February 10, 2016, the Board of Trustees of TIAA determined that Lisa W. Hess and Donald K. Peterson qualify as Audit Committee Financial Experts. Each such Trustee is independent (as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934) and has not accepted, directly or indirectly, any consulting, advisory or other compensatory fee from TIAA, other than in his or her capacity as Trustee.
Code of Ethics
The Board of Trustees of TIAA has adopted a code of ethics for senior financial officers, including its principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions, in conformity with rules promulgated under the Sarbanes-Oxley Act of 2002.
The code of ethics is filed as an exhibit to this annual report.
During the reporting period, there were no implicit or explicit waivers granted by the Registrant from any provision of the code of ethics.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Not applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The TIAA General Account plays a significant role in operating the Account, including providing a liquidity guarantee, and investment advisory, administrative, and other services. In addition, Services, a wholly-owned subsidiary of TIAA, provides distribution services for the Account.
Liquidity Guarantee . If the Account’s liquid assets and its cash flow from operating activities and participant transactions are insufficient to fund redemption requests, the TIAA general account has agreed to purchase liquidity units. TIAA thereby guarantees that a participant can redeem accumulation units at their net asset value next determined. For the year ended December 31, 2017 , the Account expensed $47.0 million for this liquidity guarantee from TIAA through a daily deduction from the net assets of the Account.
Investment Advisory and Administration Services/Mortality and Expense Risks Borne by TIAA . Deductions are made each valuation day from the net assets of the Account for various services required to manage investments, administer the Account and distribute the contracts. These services are performed at cost by TIAA and Services. Deductions are also made each valuation day to cover mortality and expense risks borne by TIAA.
For the year ended December 31, 2017 , the Account expensed $72.0 million for investment management services and $1.2 million for mortality and expense risks provided/borne by TIAA. For the same period, the Account expensed $ 85.0 million for administrative and distribution services provided by TIAA and Services.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
PricewaterhouseCoopers LLP (“PwC”) performs independent audits of the registrant’s consolidated financial statements. To maintain auditor independence and avoid even the appearance of conflicts of interest, the registrant, as a policy, does not engage PwC for management advisory or consulting services.
Audit Fees . PwC’s fees for professional services rendered for the audits of the registrant’s annual consolidated financial statements for the years ended December 31, 2017 and 2016 and review of consolidated financial statements included in the registrant’s quarterly reports were $ 1,198,800 and $ 1,163,900 respectively.
Audit-Related Fees . The registrant had no audit-related services for the years ended December 31, 2017 and 2016 .
Tax Fees . PwC had no tax fees with respect to registrant for the years ended December 31, 2017 and 2016 .
All Other Fees . Other than as set forth above, there were no additional fees with respect to registrant.

112


Preapproval Policy . In June of 2003, the audit committee of the Board (“Audit Committee”) adopted a Preapproval Policy for External Audit Firm Services (the “Policy”), which applies to the registrant. The Policy describes the types of services that may be provided by the independent auditor to the registrant without impairing the auditor’s independence. Under the Policy, the Audit Committee is required to preapprove services to be performed by the registrant’s independent auditor in order to ensure that such services do not impair the auditor’s independence.
The Policy requires the Audit Committee to: (i) appoint the independent auditor to perform the financial statement audit for the registrant and certain of its affiliates, including approving the terms of the engagement and (ii) preapprove the audit, audit-related and tax services to be provided by the independent auditor and the fees to be charged for provision of such services from year to year.


113


PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(1)
(A)
Distribution Agreement for the Contracts Funded by the TIAA Real Estate Account, dated as of January 1, 2008, by and among Teachers Insurance and Annuity Association of America, for itself and on behalf of the Account, and TIAA-CREF Individual & Institutional Services, LLC 4
 
 

(3)
(A)
Restated Charter of TIAA (as amended) 5
 
 
 
(B)
Amended Bylaws of TIAA 6
 
 
(4)
(A)
Forms of RA, GRA, GSRA, SRA, IRA Real Estate Account Endorsements, 2  Keogh Contract, 3  Retirement Select and Retirement Select Plus Contracts and Endorsements 1  and Retirement Choice and Retirement Choice Plus Contracts 3
 
 
 
 
 
 
 
(B)
Forms of Income-Paying Contracts 2
 
 
 
(C)
Form of Contract Endorsement for Internal Transfer Limitation 7
 
 
 
(D)
Form of Non-ERISA Retirement Choice Plus Contract 9
 
 
 
 
 
(E)
Form of Trust Company Retirement Choice Contract 10
 
 
 
 
 
(F)
Form of Trust Company Retirement Choice Plus Contract 11
 
 
 
 
 
(G)
 
(H)
 
(I)
(10)
(A)
Amended and Restated Independent Fiduciary Letter Agreement, dated as of February 21, 2018, between TIAA, on behalf of the Registrant, and RERC, LLC 12
 
 
 
(B)
Custodian Agreement, dated as of March 3, 2008, by and between TIAA, on behalf of the Registrant, and State Street Bank and Trust Company, N.A. 8
 
 
(14)
 
(31)
 
(32)
 
(101)
 
The following financial information from the annual report on Form 10-K for the periods ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Statements of Assets and Liabilities, (ii) the Statements of Operations, (iii) the Statements of Changes in Net Assets, (iv) the Statements of Cash Flows, and (v) the Notes to the Financial Statements. Any other required schedule has been omitted because the schedule is not applicable to the registrant.**

114


*
Filed herewith.
**
Furnished electronically herewith.
(1)
Previously filed and incorporated herein by reference to Exhibit 4(A) to the Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed April 29, 2004 (File No. 333-113602).
(2)
Previously filed and incorporated herein by reference to the Account’s Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 filed April 30, 1996 (File No. 33-92990).
(3)
Previously filed and incorporated herein by reference to the Account’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed May 2, 2005 (File No. 333-121493).
(4)
Previously filed and incorporated herein by reference to Exhibit 1(A) to the Account’s Registration Statement on Form S-1, filed with the Commission on March 15, 2013 (File No. 333-187309).
(5)
Previously filed and incorporated herein by reference to Exhibit 3(A) to the Account’s Registration Statement On Form S-1, filed with the Commission on April 22, 2015 (File No. 333-202583).
(6)
Previously filed and incorporated herein by reference to Exhibit 3(B) to the Account’s Registration Statement on Form S-1, filed with the Commission on April 22, 2015 (File No. 333-202583).
(7)
Previously filed and incorporated by reference to Exhibit 4(C) to the Account’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and filed with the Commission on November 12, 2010 (File No. 33-92990).
(8)
Previously filed and incorporated herein by reference to Exhibit 10(B) to the Annual Report on Form 10-K of the Account for the fiscal year ended December 31, 2012 and filed with the Commission on March 14, 2013 (File No. 33-92990).
(9)
Previously filed and incorporated by reference to Exhibit 4(D)(1) and 4(D)(2) to the Account's Registration Statement on Form S-1, filed with the Commission on March 21, 2017 (File No. 333-216849).
(10)
Previously filed and incorporated by reference to Exhibit 4(E)(1) and 4(E)(2) to the Account's Registration Statement on Form S-1, filed with the Commission on March 21, 2017 (File No. 333-216849).
(11)
Previously filed and incorporated by reference to Exhibit 4(F)(1) and 4(F)(2) to the Account's Registration Statement on Form S-1, filed with the Commission on March 21, 2017 (File No. 333-216849).
(12)
Previously filed and incorporated by reference to Exhibit 10.1 to the Account's Current Report on Form 8-K, filed with the Commission on March 1, 2018 (File No. 33-92990).
ITEM 16. FORM 10-K SUMMARY.
Not applicable.


115


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, TIAA Real Estate Account, has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 15th day of March, 2018.
 
TIAA REAL ESTATE ACCOUNT
 
 
 
 
By:
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
 
 
 
March 15, 2018
 
/s/ Carol W. Deckbar
 
 
Carol W. Deckbar
 
 
Executive Vice President, Institutional Investment & Endowment Services
 
 
Teachers Insurance and Annuity Association of America
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following trustees and officers of Teachers Insurance and Annuity Association of America, in the capacities and on the dates indicated.
Signature
 
Title
 
Date
/s/ R OGER   W. F ERGUSON , J R .
 
President and Chief Executive Officer of Teachers Insurance and Annuity Association of America and Trustee
 
March 15, 2018
/s/ C AROL   W . D ECKBAR
 
Executive Vice President, Institutional Investment & Endowment Services of Teachers Insurance and Annuity Association of America (Principal Executive Officer)
 
March 15, 2018
/s/ V IRGINIA   M. W ILSON
 
Senior Executive Vice President and Chief Financial Officer, Teachers Insurance and Annuity Association of America (Principal Financial and Accounting Officer)
 
March 15, 2018
/s/ R ONALD   L. T HOMPSON
 
Chairman of the Board of Trustees
 
March 15, 2018
/s/ J EFFREY   R. B ROWN
 
Trustee
 
March 15, 2018
/s/ J AMES   R. C HAMBERS
 
Trustee
 
March 15, 2018
/s/ L ISA   W. H ESS
 
Trustee
 
March 15, 2018
/s/ E DWARD   M. H UNDERT , M.D.
 
Trustee
 
March 15, 2018
/s/ L AWRENCE   H. L INDEN
 
Trustee
 
March 15, 2018
/s/ M AUREEN   O’H ARA
 
Trustee
 
March 15, 2018
/s/ D ONALD   K. P ETERSON
 
Trustee
 
March 15, 2018
/s/ S IDNEY   A. R IBEAU
 
Trustee
 
March 15, 2018
/s/ D OROTHY   K. R OBINSON
 
Trustee
 
March 15, 2018
/s/ K IM   M. S HARAN
 
Trustee
 
March 15, 2018
/s/ D AVID   L. S HEDLARZ
 
Trustee
 
March 15, 2018
/s/ M ARTA   T IENDA
 
Trustee
 
March 15, 2018

116


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
Because the Registrant has no voting securities, nor its own management or board of directors, no annual report or proxy materials will be sent to contract owners holding interests in the Account.


117
EXHIBIT 4(G)

Teachers Insurance and Annuity Association of America
730 Third Avenue, New York, NY 10017-3206
Telephone: [800-842-2733]
[Income Test Drive] Annuity Election Endorsement
[Effective Date: mo/day/year or upon receipt]
This endorsement is attached to, modifies, and becomes part of annuity contract number: [DA00000-0]
This endorsement covers only TIAA contract accumulation units, if any, applied to this [Income Test Drive] Election.
The purpose of this endorsement is to acknowledge your election of the [Income Test Drive] income option (“the [Income Test Drive] Election”) [with respect to the accumulations shown on page E3 from the above contract]. [The [Income Test Drive] Election is generally available if you are between ages [59½] [(or age [55] if you separate from service from the employer sponsoring the Employer Plan in or after the year you reach age 55)] and [88] and the Second Annuitant, if any, is less than age [88]. An Opt- Out will be triggered immediately upon discovery that the Endorsement has been issued to an ineligible contract.]
This endorsement also provides the detail regarding the [Income Test Drive] Election. For the amounts under the [Income Test Drive] Election, TIAA’s obligations under the contract are only as described in this endorsement. The terms and provisions of this endorsement are specific to the [Income Test Drive] Election and the amounts under the [Income Test Drive] Election and do not modify any terms or provisions pertaining to other amounts under the contract. Any terms not specifically defined in this endorsement should be understood as having the same meanings and applications that they otherwise have under the contract. Any other provisions of the underlying contract not addressed in this endorsement are applicable equally to the [Income Test Drive] Election as well as to other amounts under the contract. If, as pertains to amounts under the [Income Test Drive] Election, any provisions of this endorsement conflict with any provision of the underlying contract, this endorsement shall govern.
If any additional [Income Test Drive] Election covering additional accumulations from the contract is made subsequent to the effective date of this endorsement, a separate endorsement will be issued covering the terms of that election.
Note: This endorsement does not apply, and its provisions will have no effect, with respect to any contract issued in connection with a non-qualified deferred compensation plan, including, but not limited to, non-governmental 457(b) plans, 415(f) plans and 415(m) plans.
The provisions of the [Income Test Drive] Election do not apply to any accumulations held under the Traditional Annuity.

RFSIGNATURE.JPG

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INDEX OF PROVISIONS
Section
Accumulation .............................................. 1
Accumulation Units
Number of .......................................... 7
Annuity Benefit
Choosing .......................................... 15
Number of Annuity Units ................ 17
Compliance with Laws and Regulations ... 24
Internal Transfer ..................................... 3, 20
Investment Account ..................................... 4
Lump-sum Benefit ................................. 5, 22
Minimum Distribution Amount ................... 6
Payment of ....................................... 13
No Separate Death Benefit ........................... 2
Opt-Out ................................................... 8, 18
[Income Test Drive] Payments
Amount ..........................................10, 11
Income Change Method ..................... 12
Spouse's Rights ............................................ 23
Transition Date ........................................ 9, 14



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[Income Test Drive] Payments
TIAA Investment
Account

Accumulation Units
under the [Income
Test Drive] Election
Initial [Income Test
Drive] Payment
Income Change
Method
[TIAA Real Estate]
[500.000]
[$ 242.65]
[Monthly]
[TIAA Lifecycle
Retirement Income
Fund]
[100.000]
[$ 15.32]
[Monthly]
[TIAA Access Account
2]
[100.000]
[$ 17.01]
[Monthly]
[TIAA Access Account
3]
[300.000]
[$ 101.45]
[Monthly]

[TIAA has issued this endorsement in conjunction with proceeds applied to the [Income Test Drive]
Election from your companion CREF certificate. A companion CREF [Income Test Drive] Unit-Annuity
Election Endorsement has been issued under this Election.

Companion CREF Certificate Number: [C-000000-1/None]]

Date of First Periodic Payment: [07-01-2017]
Frequency of Payment: [Monthly]

Transition to a One-Life or Two-Life Unit-Annuity

Transition Date to [One-Life Unit-Annuity or Two-Life Unit-Annuity]: [07-01-2019]
On the Transition Date, the accumulation under the [Income Test Drive] Election will be converted to a
one-life or two-life unit-annuity, unless you have previously elected to Opt-Out of this [Income Test
Drive] Election. You may make this conversion before the Transition Date subject to forms and
procedures intended to provide an orderly transition from withdrawals to annuity payments. Payments
under the one-life or two-life unit-annuity may be greater or lesser than the payments under this [Income
Test Drive] Election.

The unit-annuity will be issued as follows, subject to any allowable modifications unless you Opt-Out
before the Transition Date.

[First] Annuitant: [Jane S. Public]
Date of Birth: [January 1, 1950]
SSN: [On File]
[Second Annuitant: [John Q. Public]
Date of Birth: [January 1, 1951]
SSN: [On File]]
Income Option: [Two-Life Unit-Annuity with Full Benefit to Survivor]
Issue Date: [July 1, 2019]
Guaranteed Period: [8 Years]
Date of Last Guaranteed Payment: [06 01 2027]
Beneficiary for Guaranteed Period: [Joan Public and James Public]
Frequency of Payment: [Monthly, quarterly, semi-annual or annual]

The number of annuity units payable will be determined on the Transition Date as described in Section 17
of this endorsement.

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No change is allowed in the choice of the [First] Annuitant, [Second Annuitant,] Income Option, Issue
Date, Guaranteed Period and Date of Last Guaranteed Payment. Any correction to a Date of Birth shown
above on or after the Transition Date will be made under the provisions of the unit-annuity stated above.
Any such correction made before the Transition Date will result in a corresponding adjustment of the
[Income Test Drive] payments or trigger an Opt-Out under Part C of this Endorsement if you are
ineligible for the [Income Test Drive] Election after adjustment. You may change any other aspects of the
one-life or two-life unit-annuity stated above.

As of the effective date of this endorsement, the [Income Test Drive] Election is only available for
accumulations from the following Investment Account(s). [Your Employer Plan, if applicable, may
restrict your right to invest in some or all of the accounts:]
[TIAA Real Estate Account]

[TIAA Access Account Level [x] Subaccounts:
[Account 1]
[Account 2]
[Account 3]
.
.
.
.]

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PART A: TERMS USED IN THIS ENDORSEMENT

1. Your accumulation under the [Income Test Drive] Election is the sum of the value of all
of your accumulation units in all of the Investment Accounts under the [Income Test
Drive] Election. Your accumulation will provide the benefits described in this
endorsement. Your accumulation under the [Income Test Drive] Election will remain
under the [Income Test Drive] Election until the Transition Date, unless there is an Opt-
Out. Unless otherwise specified, all references to accumulations in this endorsement refer
to accumulations under the [Income Test Drive] Election.

2. No separate death benefit is provided under the [ Income Test Drive] Election. Upon your
death or the death of the Second Annuitant, if any, as provided in Part C, any remaining
accumulation units under this [Income Test Drive] Election will be released to the
contract. Upon your death, the death benefit under the contract (including the released
accumulation units) will then be paid.

3. An internal transfer is the movement of accumulations from one Investment Account
under the [Income Test Drive] Election to another, or between this contract and your
companion CREF certificate, if any, in connection with the [Income Test Drive] Election.

4. An Investment Account under the [Income Test Drive] Election refers to the Real Estate
Account or to any subaccount of any other Separate Account available under your
contract in accordance with the Employer Plan.
5. Except for withdrawals taken to satisfy the minimum distribution amount, a lump-sum
benefit is a withdrawal in a single sum of all or part of your accumulation under the
[Income Test Drive] Election.

6. The minimum distribution amount is the amount that is required under federal tax law
to be distributed to you for each calendar year for the accumulation under the [Income
Test Drive] Election. There is no minimum distribution amount for After Tax Retirement
Annuity (ATRA) contracts.

7. Number of accumulation units under the [Income Test Drive] Election . The number
of your accumulation units in each Investment Account under the [Income Test Drive]
Election is the number of units in each Investment Account applied to the [Income Test
Drive] Election as shown on page E3. For any Investment Account, the number of such
units:
A) Will be increased by any internal transfers to that Investment Account from your
accumulation in another Investment Account under the [Income Test Drive]
Election or from the [Income Test Drive] Election under your companion CREF
certificate;
B) May be increased by accumulation units purchased, after the issuance of this
endorsement, as a result of additional premiums remitted by your employer to
the contract.


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And will be reduced by:
C) Any premium taxes deducted from that Investment Account in connection
with the [Income Test Drive] Election;
D) Payments made from that Investment Account under this [Income Test
Drive] Election;
E) [Any distribution of accumulation units from that Investment Account to
provide any form of payment of benefit;]
[F)] Any distribution of accumulation units from that Investment Account (in
addition to [Income Test Drive] payments) to satisfy the minimum
distribution requirements;
[G)] Any internal transfers from that Investment Account to your companion
CREF certificate or to another Investment Account under the [Income Test
Drive] Election;
[H)] The release of all accumulation units under the [Income Test Drive]
Election to the contract if you Opt-Out; and
[I)] The conversion of all accumulation units to an income benefit on the
Transition Date.
8. An Opt-Out of the [Income Test Drive] Election means any action described in Part C
that results in the termination of the [Income Test Drive] Election.

9. The Transition Date is the date (shown on page E3) on which the accumulation units
under the [Income Test Drive] Election are converted to annuity units and converted to a
one-life or two-life unit-annuity. After the Transition Date, all provisions of this [Income
Test Drive] Election will end.

PART B: [INCOME TEST DRIVE] PAYMENTS

10. Amount of [Income Test Drive] payments . The amount of the initial payment from
each Investment Account is shown on page E3. Payments will continue until the
Transition Date, unless you die prior to the Transition Date or Opt-Out.

11. Initially and on each [Income Test Drive] payment revaluation date before the Transition
Date, the amount of each payment is determined by dividing the value of your
accumulation units by the actuarial present value of a unit-annuity due of $1 payable
under the [Income Test Drive] Election. TIAA will use the same assumed net annual
investment return and mortality assumptions it currently uses on the payment revaluation
date to calculate payments under the income option selected. The amount will be
determined on the basis of:
A. The value of your accumulation units in each Investment Account under this
[Income Test Drive] Election;
B. The income option, payment frequency and any guaranteed period shown on page
E3;
C. Your age and the age of the Second Annuitant, if any, shown on page E3; and
D. The income change method.


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12. Income Change Method . [Income Test Drive] payments are determined under one of
two income change methods.
Under the annual income change method, the amount of each [Income Test Drive]
payment is revalued each year. Currently, the payment changes on [May 1], based on the
accumulation as of the prior [March 31, or if March 31 is not a business day the prior
business day]. If you start your [Income Test Drive] payments in [April], your first
payment change will occur on [May 1] of the following year.
Under the monthly income change method, the amount of each [Income Test
Drive] payment is revalued every month. The payment amount is based on your
accumulation as of the valuation date of the prior month. Currently, the payment
valuation date for the monthly income change method is the [twentieth] day of a month
(or if the [twentieth] is not a business day, the prior business day) for [Income Test
Drive] payments due on the first day of the following month.
TIAA can modify the payment valuation date under either method and the date
the payment changes under the annual method. We can stop offering either the annual or
the monthly income change method.

13. Your accumulations under this [Income Test Drive] Election endorsement are subject to
minimum distribution requirements in accordance with IRC Sections 401(a)(9),
403(b)(10), 408(a)(6), 408(b)(3) or 457(d)(2) and related regulations. Any such required
payments of accumulation units under the [Income Test Drive] Election will not trigger
an Opt-Out. Any excess of such required payments over the [Income Test Drive] Election
payments will result in a corresponding reduction of future payments in accordance with
Section 11. This provision does not apply to ATRA contracts.

14. On the Transition Date your accumulation units will be converted to a one-life or two-life
unit-annuity as described on page E3, unless you have previously Opted-Out.

15. Choosing an annuity . When you choose the [Income Test Drive] Election, you must
select a one-life or two-life unit-annuity option provided in the contract. The one-life or
two-life unit-annuity you selected may be modified as provided in the contract to comply
with applicable laws & regulations on the Transition Date.
On the Transition Date, to begin annuity income under the option chosen, you
must satisfy all requirements of the contract for the particular one-life or two-life unitannuity
selected.
If your accumulation is subject to spousal rights, then your choice of an annuity is
subject to the right of your spouse, if any, to benefits as described in Part F.

16. A unit-annuity is a series of periodic payments based on a specified number of annuity
units payable at a stated payment frequency. Each unit-annuity payment is equal to the
then-current value of one annuity unit multiplied by the number of annuity units payable.
The value of each annuity unit will change either once each year or once each month
according to the income change method you select. The annuity unit is the basic unit of
payment for a unit-annuity. There is a separate and distinct annuity unit for each income
change method within each Investment Account. The annuity unit value for an account
and income change method is determined by multiplying the annuity unit value at the end
of the previous valuation day by the account's net investment factor for the valuation
period, and dividing the result by the value of $1.00 accumulated with interest over the

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valuation period at an effective annual rate of [4%]. The resulting value is then adjusted
to reflect that annuity income amounts are redetermined only on the payment valuation
date for that income change method.

17. The number of annuity units in each Investment Account under your unit- annuity will
be determined as of the issue date of the unit-annuity by:
A) The value of your accumulation units in each Investment Account under
the [Income Test Drive] Election at that time;
B) The one-life or two-life unit-annuity option chosen, the payment
frequency, the income change method and any guaranteed period shown
on page E3;
C) Your age and the age of your Second Annuitant, if any; and
D) The value of each Investment Account's unit-annuity unit at that time.
If, prior to the Transition Date, you elect to convert all your accumulation units in
all Investment Accounts immediately into annuity units in those Investment Accounts for
your income change method, then any such election will also result in a corresponding
conversion of all your accumulation units held under the companion CREF [Income Test
Drive] Unit-Annuity Election Endorsement that has been issued in conjunction with this
endorsement.
TIAA will convert your accumulation units into a number of annuity units based
on the factors above which may result in unit-annuity payments that are greater or lesser
than the amount of your [Income Test Drive] payments. If you begin unit-annuity
payments before the Transition Date, then you will receive additional annuity units
reflecting the value of the remaining Opt-Out period. The number of annuity units you
will receive is based on the above factors and is calculated as follows.
Accumulation units will be converted into a number of annuity units equal to the
value of those accumulation units divided by the product of the annuity unit value and an
annuity factor equal to the present value of an annuity due of $1 payable under your
income option. To calculate this annuity factor, TIAA will use the same assumed net
annual investment return and mortality assumptions TIAA then uses to calculate
payments under the income option selected.
To comply with IRC Section 401(a)(9), we may make a supplemental payment to
you in the year the accumulations under this [Income Test Drive] Election are converted
to a one-life or two-life unit-annuity. The amount of any supplemental payment will
reduce the number of your accumulation units under the [Income Test Drive] Election
applied to the one-life or two-life unit-annuity.
If the amount of your one-life or two-life unit-annuity benefit will be less than
$100 per payment, TIAA will have the right to change the payment frequency so that the
amount of one-life or two-life unit-annuity benefit will be $100 or more with the shortest
interval between payments.

PART C: OPTING OUT

18. You may elect to terminate the [Income Test Drive] Election at any time before the
Transition Date, for any reason. The [Income Test Drive] Election may also terminate in
certain circumstances specified in the endorsement. Any such action, whether initiated by
you, the Employer Plan or occurring by operation of the terms of the endorsement, will
be referred to as an Opt-Out. The following actions will trigger or require an Opt-Out:

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A. You terminate the [Income Test Drive] Election in a form acceptable to TIAA;
B. You transfer any accumulation units under the [Income Test Drive] Election to an
investment not eligible for the [Income Test Drive] Election;
C. You convert any accumulation units under the [Income Test Drive] Election to a
lifetime income annuity prior to the Transition Date;
D. You elect a lump-sum benefit of any accumulation units under the [Income Test
Drive] Election;
E. You elect to take a loan against any accumulation units under the [Income Test
Drive] Election;
F. When accumulation units under the [Income Test Drive] Election are awarded to
another individual as a result of a Qualified Domestic Relations Order;
G. You or the Second Annuitant, if any, die;
H. If your date of birth or the date of birth of the Second Annuitant, if any, under
which [ Income Test Drive ] payments are being made is incorrect, and you would
not be eligible for the [Income Test Drive] Election after the correction;
I. Any other action by you, the Employer Plan or TIAA that results in accumulation
units being removed from the [Income Test Drive] Election unless you transfer
such accumulation units to another investment eligible for the [Income Test
Drive] Election.
J. [Any action resulting in an Opt-Out of the accumulation units held under the
companion CREF [Income Test Drive] Unit-Annuity Election Endorsement that
has been issued in conjunction with this endorsement.]
Upon the effective date of any event triggering an Opt-Out, future [Income Test Drive]
Election payments will cease. In the event of an Opt-Out due to action C above, the
provisions of Section 17 will apply. Otherwise, any remaining accumulation units under
this [Income Test Drive] Election will be released to the contract and, except as otherwise
specified in this endorsement or required by law, all provisions of the [Income Test
Drive] Election will end.

19. If you Opt-Out as described in A-E of Section 18, you may not choose another [Income
Test Drive] Election until [12 months] after the Opt-Out.

PART D: INTERNAL TRANSFERS
20. Internal transfers . You may transfer some or all of your accumulation units from an
Investment Account under your [Income Test Drive] Election to purchase accumulation
units in one of the other Investment Accounts under your [Income Test Drive] Election,
or to your companion CREF certificate under the [Income Test Drive] Election, if any. If
you have an accumulation under the [Income Test Drive] Election in your companion
CREF certificate, you may transfer from that certificate to this contract. Any transfer to
or from CREF is subject to the terms of your companion CREF certificate and CREF's
Rules of the Fund.

You may transfer some or all of your accumulation units from an Investment
Account under your [Income Test Drive] Election to an Investment Account, contract or
other investment that is not under the [Income Test Drive] Election. If you elect a full or
partial transfer to an Investment Account, contract or other investment that is not under
the [Income Test Drive] Election, an Opt-Out will occur as of the effective date of the
transfer.

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21. Internal transfer to a TIAA Traditional or CREF pay-out annuity . You may transfer
some or all of your accumulation units from an Investment Account under the [Income
Test Drive] Election to the Traditional Annuity to purchase a guaranteed lifetime annuity
income. You may also transfer some or all of your accumulation units from an
Investment Account under the [Income Test Drive] Election to your companion CREF
certificate, if any, to receive benefits under an income option available under that
certificate. Any such transfer will result in an Opt-Out. The provisions pertaining to such
transfers and the bases for determining the resulting benefits as described in your contract
for transfers of other accumulations under your contract, also apply to such transfers of
amounts from your [Income Test Drive] Election as well.

PART E: LUMP-SUM BENEFIT

22. Availability of lump-sum benefit . Lump-sum benefits are available from your
accumulations under the [Income Test Drive] Election to the same extent they are
otherwise available from other accumulations under your contract subject to the same
restrictions. If you elect a lump sum benefit you will Opt-Out of the [Income Test Drive]
Election.

PART F: GENERAL PROVISIONS
23. Spouse's right to benefits . If you are married, your spouse must consent to the [Income
Test Drive] Election and such consent will include any later Opt-Out. You and your
spouse may also be required to provide consents prior to the issuance of the One-Life or
Two-Life Unit-Annuity. This provision does not apply to ATRA contracts and any other
contracts that are not subject to survivor annuity requirements under federal law.
[Renewal of such consent will be required at the end of each two-year period until the
Transition Date.]

24. Compliance with laws and regulations . TIAA will administer your contract, as
modified by this endorsement, to comply with the restrictions of all laws and regulations,
as provided by the contract.


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EXHIBIT 4(H)

Teachers Insurance and Annuity Association of America
730 Third Avenue, New York, NY 10017-3206
Telephone: [800-842-2733]
[Income Test Drive] Annuity Election Endorsement
[Effective Date: mo/day/year or upon receipt]
This endorsement is attached to, modifies, and becomes part of annuity certificate number: [DA00000-0]
This endorsement covers only TIAA certificate accumulation units, if any, applied to this [Income Test Drive] Election.

The purpose of this endorsement is to acknowledge your election of the [Income Test Drive] income
option (“the [Income Test Drive] Election”) [with respect to the accumulations shown on page E3 from
the above certificate]. [The [Income Test Drive] Election is generally available if you are between ages
[59½] [(or age [55] if you separate from service from the employer sponsoring the Employer Plan in or
after the year you reach age 55)] and [88] and the Second Annuitant, if any, is less than age [88]. An Opt-
Out will be triggered immediately upon discovery that the Endorsement has been issued to an ineligible
certificate.]

This endorsement also provides the detail regarding the [Income Test Drive] Election. For the amounts
under the [Income Test Drive] Election, TIAA’s obligations under the certificate are only as described in
this endorsement. The terms and provisions of this endorsement are specific to the [Income Test Drive]
Election and the amounts under the [Income Test Drive] Election and do not modify any terms or
provisions pertaining to other amounts under the certificate. Any terms not specifically defined in this
endorsement should be understood as having the same meanings and applications that they otherwise
have under the certificate. Any other provisions of the underlying certificate not addressed in this
endorsement are applicable equally to the [Income Test Drive] Election as well as to other amounts under
the certificate. If, as pertains to amounts under the [Income Test Drive] Election, any provisions of this
endorsement conflict with any provision of the underlying certificate, this endorsement shall govern.

If any additional [Income Test Drive] Election covering additional accumulations from the certificate is
made subsequent to the effective date of this endorsement, a separate endorsement will be issued covering
the terms of that election.

Note: This endorsement does not apply, and its provisions will have no effect, with respect to any
contract issued in connection with a non-qualified deferred compensation plan, including, but not limited
to, non-governmental 457(b) plans, 415(f) plans and 415(m) plans.
The provisions of the [Income Test Drive] Election do not apply to any accumulations held under the
Traditional Annuity.


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Your TIAA Deferred Annuity Endorsement

INDEX OF PROVISIONS
Section
Accumulation .............................................. 1
Accumulation Units
Number of .......................................... 7
Annuity Benefit
Choosing .......................................... 15
Number of Annuity Units ................ 17
Compliance with Laws and Regulations ... 24
Internal Transfer ..................................... 3, 20
Investment Account ..................................... 4
Lump-sum Benefit ................................. 5, 22
Minimum Distribution Amount ................... 6
Payment of ....................................... 13
No Separate Death Benefit ........................... 2
Opt-Out ................................................... 8, 18
[Income Test Drive] Payments
Amount ..........................................10, 11
Income Change Method ..................... 12
Spouse's Rights ............................................ 23
Transition Date ........................................ 9, 14



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Your TIAA Deferred Annuity Endorsement

[Income Test Drive] Payments
TIAA Investment
Account

Accumulation Units
under the [Income
Test Drive] Election
Initial [Income Test
Drive] Payment
Income Change
Method
[TIAA Real Estate]
[500.000]
[$ 242.65]
[Monthly]
[TIAA Lifecycle
Retirement Income
Fund]
[100.000]
[$ 15.32]
[Monthly]
[TIAA Access Account
2]
[100.000]
[$ 17.01]
[Monthly]
[TIAA Access Account
3]
[300.000]
[$ 101.45]
[Monthly]

[TIAA has issued this endorsement in conjunction with proceeds applied to the [Income Test Drive]
Election from your companion CREF certificate. A companion CREF [Income Test Drive] Unit-Annuity
Election Endorsement has been issued under this Election.

Companion CREF Certificate Number: [C-000000-1/None]]

Date of First Periodic Payment: [07-01-2017]
Frequency of Payment: [Monthly]

Transition to a One-Life or Two-Life Unit-Annuity

On the Transition Date, the accumulation under the [Income Test Drive] Election will be converted to a
one-life or two-life unit-annuity, unless you have previously elected to Opt-Out of this [Income Test
Drive] Election. You may make this conversion before the Transition Date subject to forms and
procedures intended to provide an orderly transition from withdrawals to annuity payments. Payments
under the one-life or two-life unit-annuity may be greater or lesser than the payments under this [Income
Test Drive] Election.

The unit-annuity will be issued as follows, subject to any allowable modifications unless you Opt-Out
before the Transition Date.

[First] Annuitant: [Jane S. Public]
Date of Birth: [January 1, 1950]
SSN: [On File]
[Second Annuitant: [John Q. Public]
Date of Birth: [January 1, 1951]
SSN: [On File]]
Income Option: [Two-Life Unit-Annuity with Full Benefit to Survivor]
Issue Date: [July 1, 2019]
Guaranteed Period: [8 Years]
Date of Last Guaranteed Payment: [06 01 2027]
Beneficiary for Guaranteed Period: [Joan Public and James Public]
Frequency of Payment: [Monthly, quarterly, semi-annual or annual]

The number of annuity units payable will be determined on the Transition Date as described in Section 17
of this endorsement.

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Your TIAA Deferred Annuity Endorsement

No change is allowed in the choice of the [First] Annuitant, [Second Annuitant,] Income Option, Issue
Date, Guaranteed Period and Date of Last Guaranteed Payment. Any correction to a Date of Birth shown
above on or after the Transition Date will be made under the provisions of the unit-annuity stated above.
Any such correction made before the Transition Date will result in a corresponding adjustment of the
[Income Test Drive] payments or trigger an Opt-Out under Part C of this Endorsement if you are
ineligible for the [Income Test Drive] Election after adjustment. You may change any other aspects of the
one-life or two-life unit-annuity stated above.

As of the effective date of this endorsement, the [Income Test Drive] Election is only available for
accumulations from the following Investment Account(s). [Your Employer Plan, if applicable, may
restrict your right to invest in some or all of the accounts:]

[TIAA Real Estate Account]

[TIAA Access Account Level [x] Subaccounts:
[Account 1]
[Account 2]
[Account 3]
.
.
.
.]

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Your TIAA Deferred Annuity Endorsement

PART A: TERMS USED IN THIS ENDORSEMENT

1. Your accumulation under the [Income Test Drive] Election is the sum of the value of all
of your accumulation units in all of the Investment Accounts under the [Income Test
Drive] Election. Your accumulation will provide the benefits described in this
endorsement. Your accumulation under the [Income Test Drive] Election will remain
under the [Income Test Drive] Election until the Transition Date, unless there is an Opt-
Out. Unless otherwise specified, all references to accumulations in this endorsement refer
to accumulations under the [Income Test Drive] Election.

2. No separate death benefit is provided under the [ Income Test Drive] Election. Upon your
death or the death of the Second Annuitant, if any, as provided in Part C, any remaining
accumulation units under this [Income Test Drive] Election will be released to the
certificate. Upon your death, the death benefit under the certificate (including the released
accumulation units) will then be paid.

3. An internal transfer is the movement of accumulations from one Investment Account
under the [Income Test Drive] Election to another, or between this certificate and your
companion CREF certificate, if any, in connection with the [Income Test Drive] Election.

4. An Investment Account under the [Income Test Drive] Election refers to the Real Estate
Account or to any subaccount of any other Separate Account available under your
certificate in accordance with the Employer Plan.

5. Except for withdrawals taken to satisfy the minimum distribution amount, a lump-sum
benefit is a withdrawal in a single sum of all or part of your accumulation under the
[Income Test Drive] Election.

6. The minimum distribution amount is the amount that is required under federal tax law
to be distributed to you for each calendar year for the accumulation under the [Income
Test Drive] Election.

7. Number of accumulation units under the [Income Test Drive] Election . The number
of your accumulation units in each Investment Account under the [Income Test Drive]
Election is the number of units in each Investment Account applied to the [Income Test
Drive] Election as shown on page E3. For any Investment Account, the number of such
units:
A) Will be increased by any internal transfers to that Investment Account from your
accumulation in another Investment Account under the [Income Test Drive]
Election or from the [Income Test Drive] Election under your companion CREF
certificate;
B) May be increased by accumulation units purchased, after the issuance of this
endorsement, as a result of additional premiums remitted by your employer to
the certificate.


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Your TIAA Deferred Annuity Endorsement

And will be reduced by:
C) Any premium taxes deducted from that Investment Account in connection
with the [Income Test Drive] Election;
D) Payments made from that Investment Account under this [Income Test
Drive] Election;
E) [Any distribution of accumulation units from that Investment Account to
provide any form of payment of benefit;]
[F)] Any distribution of accumulation units from that Investment Account (in
addition to [Income Test Drive] payments) to satisfy the minimum
distribution requirements;
[G)] Any internal transfers from that Investment Account to your companion
CREF certificate or to another Investment Account under the [Income Test
Drive] Election;
[H)] The release of all accumulation units under the [Income Test Drive]
Election to the certificate if you Opt-Out; and
[I)] The conversion of all accumulation units to an income benefit on the
Transition Date.

8. An Opt-Out of the [Income Test Drive] Election means any action described in Part C
that results in the termination of the [Income Test Drive] Election.

9. The Transition Date is the date (shown on page E3) on which the accumulation units
under the [Income Test Drive] Election are converted to annuity units and converted to a
one-life or two-life unit-annuity. After the Transition Date, all provisions of this [Income
Test Drive] Election will end.

PART B: [INCOME TEST DRIVE] PAYMENTS

10. Amount of [Income Test Drive] payments . The amount of the initial payment from
each Investment Account is shown on page E3. Payments will continue until the
Transition Date, unless you die prior to the Transition Date or Opt-Out.

11. Initially and on each [Income Test Drive] payment revaluation date before the Transition
Date, the amount of each payment is determined by dividing the value of your
accumulation units by the actuarial present value of a unit-annuity due of $1 payable
under the [Income Test Drive] Election. TIAA will use the same assumed net annual
investment return and mortality assumptions it currently uses on the payment revaluation
date to calculate payments under the income option selected. The amount will be
determined on the basis of:
A. The value of your accumulation units in each Investment Account under this
[Income Test Drive] Election;
B. The income option, payment frequency and any guaranteed period shown on page
E3;
C. Your age and the age of the Second Annuitant, if any, shown on page E3; and
D. The income change method.



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Your TIAA Deferred Annuity Endorsement

12. Income Change Method . [Income Test Drive] payments are determined under one of
two income change methods.
Under the annual income change method, the amount of each [Income Test Drive]
payment is revalued each year. Currently, the payment changes on [May 1], based on the
accumulation as of the prior [March 31, or if March 31 is not a business day the prior
business day]. If you start your [Income Test Drive] payments in [April], your first
payment change will occur on [May 1] of the following year.
Under the monthly income change method, the amount of each [Income Test
Drive] payment is revalued every month. The payment amount is based on your
accumulation as of the valuation date of the prior month. Currently, the payment
valuation date for the monthly income change method is the [twentieth] day of a month
(or if the [twentieth] is not a business day, the prior business day) for [Income Test
Drive] payments due on the first day of the following month.
TIAA can modify the payment valuation date under either method and the date
the payment changes under the annual method. We can stop offering either the annual or
the monthly income change method.

13. Your accumulations under this [Income Test Drive] Election endorsement are subject to
minimum distribution requirements in accordance with IRC Sections 401(a)(9),
403(b)(10), 408(a)(6), 408(b)(3) or 457(d)(2) and related regulations. Any such required
payments of accumulation units under the [Income Test Drive] Election will not trigger
an Opt-Out. Any excess of such required payments over the [Income Test Drive] Election
payments will result in a corresponding reduction of future payments in accordance with
Section 11.

14. On the Transition Date your accumulation units will be converted to a one-life or two-life
unit-annuity as described on page E3, unless you have previously Opted-Out.

15. Choosing an annuity . When you choose the [Income Test Drive] Election, you must
select a one-life or two-life unit-annuity option provided in the certificate. The one-life or
two-life unit-annuity you selected may be modified as provided in the certificate to
comply with applicable laws & regulations on the Transition Date.
On the Transition Date, to begin annuity income under the option chosen, you
must satisfy all requirements of the certificate for the particular one-life or two-life unitannuity
selected.
If your accumulation is subject to spousal rights, then your choice of an annuity is
subject to the right of your spouse, if any, to benefits as described in Part F.

16. A unit-annuity is a series of periodic payments based on a specified number of annuity
units payable at a stated payment frequency. Each unit-annuity payment is equal to the
then-current value of one annuity unit multiplied by the number of annuity units payable.
The value of each annuity unit will change either once each year or once each month
according to the income change method you select. The annuity unit is the basic unit of
payment for a unit-annuity. There is a separate and distinct annuity unit for each income
change method within each Investment Account. The annuity unit value for an account
and income change method is determined by multiplying the annuity unit value at the end
of the previous valuation day by the account's net investment factor for the valuation
period, and dividing the result by the value of $1.00 accumulated with interest over the
valuation period at an effective annual rate of [4%]. The resulting value is then adjusted

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Your TIAA Deferred Annuity Endorsement

to reflect that annuity income amounts are redetermined only on the payment valuation
date for that income change method.

17. The number of annuity units in each Investment Account under your unit- annuity will
be determined as of the issue date of the unit-annuity by:
A) The value of your accumulation units in each Investment Account under
the [Income Test Drive] Election at that time;
B) The one-life or two-life unit-annuity option chosen, the payment
frequency, the income change method and any guaranteed period shown
on page E3;
C) Your age and the age of your Second Annuitant, if any; and
D) The value of each Investment Account's unit-annuity unit at that time.
If, prior to the Transition Date, you elect to convert all your accumulation units in
all Investment Accounts immediately into annuity units in those Investment Accounts for
your income change method, then any such election will also result in a corresponding
conversion of all your accumulation units held under the companion CREF [Income Test
Drive] Unit-Annuity Election Endorsement that has been issued in conjunction with this
endorsement.
TIAA will convert your accumulation units into a number of annuity units based
on the factors above which may result in unit-annuity payments that are greater or lesser
than the amount of your [Income Test Drive] payments. If you begin unit-annuity
payments before the Transition Date, then you will receive additional annuity units
reflecting the value of the remaining Opt-Out period. The number of annuity units you
will receive is based on the above factors and is calculated as follows.
Accumulation units will be converted into a number of annuity units equal to the
value of those accumulation units divided by the product of the annuity unit value and an
annuity factor equal to the present value of an annuity due of $1 payable under your
income option. To calculate this annuity factor, TIAA will use the same assumed net
annual investment return and mortality assumptions TIAA then uses to calculate
payments under the income option selected.
To comply with IRC Section 401(a)(9), we may make a supplemental payment to
you in the year the accumulations under this [Income Test Drive] Election are converted
to a one-life or two-life unit-annuity. The amount of any supplemental payment will
reduce the number of your accumulation units under the [Income Test Drive] Election
applied to the one-life or two-life unit-annuity.
If the amount of your one-life or two-life unit-annuity benefit will be less than
$100 per payment, TIAA will have the right to change the payment frequency so that the
amount of one-life or two-life unit-annuity benefit will be $100 or more with the shortest
interval between payments.

PART C: OPTING OUT

18. You may elect to terminate the [Income Test Drive] Election at any time before the
Transition Date, for any reason. The [Income Test Drive] Election may also terminate in
certain circumstances specified in the endorsement. Any such action, whether initiated by you, the Employer Plan or occurring by operation of the terms of the endorsement, will
be referred to as an Opt-Out. The following actions will trigger or require an Opt-Out:
A. You terminate the [Income Test Drive] Election in a form acceptable to TIAA;
B. You transfer any accumulation units under the [Income Test Drive] Election to an

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Your TIAA Deferred Annuity Endorsement

investment not eligible for the [Income Test Drive] Election;
C. You convert any accumulation units under the [Income Test Drive] Election to a
lifetime income annuity prior to the Transition Date;
D. You elect a lump-sum benefit of any accumulation units under the [Income Test
Drive] Election;
E. You elect to take a loan against any accumulation units under the [Income Test
Drive] Election;
F. When accumulation units under the [Income Test Drive] Election are awarded to
another individual as a result of a Qualified Domestic Relations Order;
G. You or the Second Annuitant, if any, die;
H. If your date of birth or the date of birth of the Second Annuitant, if any, under
which [ Income Test Drive ] payments are being made is incorrect, and you would
not be eligible for the [Income Test Drive] Election after the correction;
I. Any other action by you, the Employer Plan or TIAA that results in accumulation
units being removed from the [Income Test Drive] Election unless you transfer
such accumulation units to another investment eligible for the [Income Test
Drive] Election.
J. [Any action resulting in an Opt-Out of the accumulation units held under the
companion CREF [Income Test Drive] Unit-Annuity Election Endorsement that
has been issued in conjunction with this endorsement.]

Upon the effective date of any event triggering an Opt-Out, future [Income Test Drive]
Election payments will cease. In the event of an Opt-Out due to action C above, the
provisions of Section 17 will apply. Otherwise, any remaining accumulation units under
this [Income Test Drive] Election will be released to the certificate and, except as
otherwise specified in this endorsement or required by law, all provisions of the [Income
Test Drive] Election will end.

19. If you Opt-Out as described in A-E of Section 18, you may not choose another [Income
Test Drive] Election until [12 months] after the Opt-Out.

PART D: INTERNAL TRANSFERS

20. Internal transfers . You may transfer some or all of your accumulation units from an
Investment Account under your [Income Test Drive] Election to purchase accumulation
units in one of the other Investment Accounts under your [Income Test Drive] Election,
or to your companion CREF certificate under the [Income Test Drive] Election, if any. If
you have an accumulation under the [Income Test Drive] Election in your companion
CREF certificate, you may transfer from that certificate to this certificate. Any transfer to
or from CREF is subject to the terms of your companion CREF certificate and CREF's
Rules of the Fund.
You may transfer some or all of your accumulation units from an Investment
Account under your [Income Test Drive] Election to an Investment Account, contract or
other investment that is not under the [Income Test Drive] Election. If you elect a full or
partial transfer to an Investment Account, contract or other investment that is not under
the [Income Test Drive] Election, an Opt-Out will occur as of the effective date of the
transfer.


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Your TIAA Deferred Annuity Endorsement

21. Internal transfer to a TIAA Traditional or CREF pay-out annuity . You may transfer
some or all of your accumulation units from an Investment Account under the [Income
Test Drive] Election to the Traditional Annuity to purchase a guaranteed lifetime annuity
income. You may also transfer some or all of your accumulation units from an
Investment Account under the [Income Test Drive] Election to your companion CREF
certificate, if any, to receive benefits under an income option available under that
certificate. Any such transfer will result in an Opt-Out. The provisions pertaining to such
transfers and the bases for determining the resulting benefits as described in your
certificate for transfers of other accumulations under your certificate, also apply to such
transfers of amounts from your [Income Test Drive] Election as well.

PART E: LUMP-SUM BENEFIT

22. Availability of lump-sum benefit . Lump-sum benefits are available from your
accumulations under the [Income Test Drive] Election to the same extent they are
otherwise available from other accumulations under your certificate subject to the same
restrictions. If you elect a lump sum benefit you will Opt-Out of the [Income Test Drive]
Election.

PART F: GENERAL PROVISIONS

23. Spouse's right to benefits . If you are married, your spouse must consent to the [Income
Test Drive] Election and such consent will include any later Opt-Out. You and your
spouse may also be required to provide consents prior to the issuance of the One-Life or
Two-Life Unit-Annuity. This provision does not apply to any other contracts that are not
subject to survivor annuity requirements under federal law. [Renewal of such consent
will be required at the end of each two-year period until the Transition Date.]

24. Compliance with laws and regulations . TIAA will administer your certificate, as
modified by this endorsement, to comply with the restrictions of all laws and regulations,
as provided by the certificate.


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EXHIBIT 4(I)

Teachers Insurance and Annuity Association of America
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]

TIAA Non-Qualified Deferred Annuity Contract
 
Annuitant: [John D. Professor] Contract Number: [DA-0000-01] Date of Issue: [01-01-2009]

This is a contract between the Owner (as identified in Part A: Data) and us, Teachers Insurance and Annuity Association of America (TIAA). PLEASE READ YOUR CONTRACT. IT IS IMPORTANT.

GENERAL DESCRIPTION
You may allocate your TIAA premiums between the Traditional Annuity and the Real Estate Account.
Traditional Annuity. Each premium allocated to the Traditional Annuity purchases a definite amount of lifetime income for you, based on the rate schedule in effect for your contract at the time the premium is paid. Your Traditional Annuity accumulation will be credited with a guaranteed interest rate, and may also be credited with additional amounts declared by TIAA.
Real Estate Account. Each premium allocated to the Real Estate Account purchases a number of accumulation units. Your Real Estate Account accumulation is not guaranteed, and may increase or decrease depending on investment results. The Real Estate Account separate account charge is guaranteed not to exceed 2.50% per year of net assets.
You may withdraw all or part of your accumulation before your contract’s maturity date. You may transfer between your Traditional Annuity accumulation and your Real Estate Account accumulation, or from either of those accumulations to your companion CREF certificate. Withdrawals and transfers from the Traditional Annuity are subject to the surrender charges, if any, specified in your contract’s rate schedule. TIAA can establish new rate schedules in the future, but any such changes will not affect benefits purchased before the change.
When you are ready to start receiving your income, you may choose an option from among those described in your contract. If you die before your contract’s maturity date, your accumulation will provide a death benefit for your beneficiaries.
30-Day Right to Examine Your Contract. You have 30 days from the day you receive this contract to examine it and to cancel it if you decide not to keep it. If you decide to cancel this contract, send it and your request to TIAA at the address shown above or to the agent who delivered it to you. Upon receipt of such request, TIAA will refund all premiums allocated to the Traditional Annuity and the accumulated value of all premiums allocated to the Real Estate Account as of the date you mailed or delivered your request to us. Any premium taxes and expense charges deducted from premiums will also be refunded. As of that date, the contract will then be void and no benefits will be provided under it. If this contract was issued as a result of a transfer from another contract or certificate issued by TIAA or CREF, the refund will be reinstated in such contract or certificate as of the date of cancellation.
If the Owner is an Individual Retirement Account Trust, this contract cannot be assigned. This contract does not provide for loans.
If you have any questions about your contract or need help to resolve a problem, you can contact us at the address or phone number above.

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Individual Flexible Premium Deferred Annuity
Fixed and Variable Accumulations Nonparticipating

ICC16-IRA
 
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Your TIAA Non-Qualified Deferred Annuity Contract

INDEX OF PROVISIONS
 
Section
Accumulation
- Definition ........................................... 1
- Traditional Annuity .......................... 31
- Real Estate Account ......................... 34
Accumulation Unit
- Definition ......................................... 33
- Number of ........................................ 36
Additional Amounts - Definition .............. 32
Amendment - Right to Amend .................. 78
Annuity Starting Date
- Change of ......................................... 37
- Definition ........................................... 2
Assignment - Void and of No Effect ........ 68
Benefits
- Based on Incorrect Data ................... 74
- Requests for ...................................... 82
Business Day ............................................... 4
Change of Ownership……………………81
Claims of Creditors - Protection Against .. 70
Commuted Value ........................................ 5
Companion CREF Certificate ................... 25
Conformity with IIPRC Standards ............ 76
Contract ..................................................... 23
- Contestability ................................... 24
- Protection against Termination
or Forfeiture ................................. 29
- Substitute .......................................... 30
Correspondence with us ............................ 82
Death Benefit
- Amount of Payments ........................ 44
- Beneficiaries ....................................... 3
- Naming ........................................ 42
- Definition ........................................... 6
- Methods of Payment ........................ 43
- Payment ............................................ 41
- After Death of a Beneficiary ........ 45

Distribution Requirements
- Application ..................................... 58
- Death of Owner before start ........ 59
- Death of Owner on or after start ..... 60
Elections and Changes - Procedure ........... 80
Errors, Premium Received in Error ........... 79
Exclusive Benefit ...................................... 69
Funding Vehicle .......................................... 7
General Account ......................................... 8
Income Benefit
- Amount of Payments ........................ 40
- Definition ........................................... 9
- Guaranteed Period ............................ 39
Section
- Options ................................................ 38
- Starting Payments ................................ 37
Internal Transfers
- Amount ................................................ 47
- Availability .......................................... 46
- Crediting .............................................. 50
- Definition ............................................. 11
- Effective Date ...................................... 48
- Restrictions .......................................... 51
- Systematic ............................................ 49
IRA .............................................................. 10
IRC .............................................................. 12
Laws and Regulations - Compliance with .... 77
Loans Not Available ..................................... 67
Lump-sum Benefit
- Amount of ............................................ 55
- Availability of ...................................... 52
- Definition ............................................. 13
- Effective Date ...................................... 53
- Payment of ........................................... 54
- Systematic Withdrawals ...................... 56
- to Pay Financial Advisor Fees ............. 57
Maturity Date ................................................ 14
Non-Forfeiture of Benefits ........................... 71
Non-Natural Owner ……………………… 61
Ownership ..................................................... 66
Payee ............................................................. 15
Payment to an Estate, Trustee, etc. ............... 72
Premiums
- Allocation ............................................ 27
- Definition ............................................. 26
- Taxes .................................................... 28
Proof of Survival .......................................... 75
Rate Schedule
- Change of ............................................. 83
- Definition ............................................. 16
Real Estate Account - Deletion of ................ 64
Report of Accumulation ............................... 65
Second Annuitant ......................................... 17
Separate Account
- Charge .................................................. 35
- Definition ............................................. 18
- Insulation of ......................................... 62
- Minimum Benefits………………….. 63
Service of Process upon TIAA ..................... 73
Surrender Charge .......................................... 19
Traditional Annuity ...................................... 20
Valuation Day ............................................... 21
Valuation Period ........................................... 22
 
 
 
 
 
 
 
 
 

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PART A: DATA

Owner: [ABC Trust Company for the benefit of John D. Professor]
Annuitant: [John D. Professor]
Social Security Number: [xxx-xx-xxxx]
Date of Birth: [12-20-1952]
Issue Date: [01-01-2009]
Annuity Starting Date: [01-01-2018]
Contract Number: [DA-0000-01]
Companion CREF Certificate Number: [Mxxxxxx-x]
Initial Premium: [$xx,xxx.xx]

Each premium must be at least [$100]. TIAA reserves the right to limit to [$300,000], or an another amount established by TIAA and applied on a basis that is not unfairly discriminatory, the total premiums paid on this contract and any other TIAA annuity contract on your life in any twelve-month period. For any additional restrictions and limitations, see Sections 26 and 27.

[Certain surrenders, transfers and rollovers are subject to a surrender charge of: [0%].
See Section 83 and the Rate Schedule.]

Or

[Certain surrenders, transfers and rollovers are subject to a surrender charge of:
Year 1: [0]
Year 2: [0]
Year 3: [0]
Year 4: [0]
Year 5: [0]
Year 6: [0]
Year 7: [0]
Years 8+: [0]
See Section 83 and the Rate Schedule.]

The minimum Traditional Annuity accumulation interest rate is determined in accordance with the rate schedule. The initial minimum Traditional Annuity accumulation interest rate is [1.00%]. Such interest rate will be reset periodically. The mortality table used is the Annuity 2000 Mortality Table (TIAA Merged Gender Mod C). See Section 83 and the Rate Schedule.

The Rate Schedule is subject to change. See Section 83.

[The only variable account currently available under this contract is the Real Estate Account.]

The Real Estate Account separate account charge is guaranteed not to exceed 2.50% per year of net assets.


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PART B: TERMS USED IN THIS CONTRACT

1. Your accumulation is equal to the sum of your Traditional Annuity accumulation as described in Part D and your Real Estate Account accumulation as described in Part E. Your accumulation will provide the benefits described in your contract.

2. Your annuity starting date is the date you first begin to receive income benefits from your accumulation under IRC 72(c)(4). Your scheduled annuity starting date is shown on page 3. You may change your annuity starting date, provided that it not be later than the first day of the month in which you attain age [90], or another later date established by TIAA and applied on a basis that is not unfairly discriminatory.

3. Beneficiaries are persons or entities you name, in a form satisfactory to TIAA as explained in section 42, to receive the death benefit if you die before the contract’s maturity date.

4. A business day is any day that the New York Stock Exchange, or its’ successors, is open for trading. A business day ends at 4:00 P.M. Eastern time, or when trading closes on such exchange, if different.

Notwithstanding any other provision in your contract, no transaction available to you may be made effective on a day that is not a business day, except as follows: when a business day is the last day of a calendar month, annuity income payments and annuity death benefit payment methods may begin on the next day even when it is a non-business day.

5. The commuted (discounted) value is a one-sum amount paid in lieu of a series of payments that are not contingent upon the survival of an annuitant. It is less than the total of those payments, because future interest, included when computing the series of payments, will not be earned if payment is to be made in one sum. The commuted value of future payments is therefore the sum of those payments less the interest from the date of commutation to the date each payment would have been made. The same interest rate or rates used in computing the benefit payments will be used to determine the commuted value.

6. The death benefit is the current value of your accumulation. It will be paid to the beneficiaries under one of the methods set forth in Part G if you die before your contract’s maturity date.

7 . A funding vehicle is an annuity, investment fund or bank product established to provide retirement benefits from monies remitted under an employer plan or IRA.

8 . The general account consists of all of TIAA’s assets other than those in separate accounts.

9 . An income benefit is a periodic amount payable to you under one of the income options set forth in Part F.

10 . An Individual Retirement Account is a trust or custodial account as described in IRC sections 408 and 408A.

11 . An internal transfer is the movement of accumulations between your Traditional Annuity accumulation and your Real Estate Account accumulation, or between this contract and its companion CREF certificate. The provisions concerning internal transfers are set forth in Part H.

12. The IRC is the Internal Revenue Code of 1986, as amended. All references to any section of the IRC shall be deemed to refer not only to such section but also to any amendment thereof and any successor statutory provisions.

13 . A lump-sum benefit is a withdrawal in a single sum of all or part of your accumulation. The provisions concerning lump-sum benefits are set forth in Part I.



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14 . Your contract’s maturity date is the date as of which all accumulations under the contract have been distributed or used to provide annuity benefits. As of the maturity date, all of TIAA’s obligations under this contract will have been satisfied.

15 . The payee is a person or entity named to receive any periodic payments or amounts due under an income option or method of payment of the death benefit, as explained in sections 39 and 44.

16 . The rate schedule sets forth the bases for computing the Traditional Annuity accumulation and any benefits and distributions arising from it. To the extent permitted by law, TIAA may change the rate schedule for amounts applied after the change, as explained in section 83.

17 . The second annuitant is the person you name, if you choose to receive income under a two-life annuity, to receive an income for life if he or she survives you. You may name any person eligible under TIAA’s practices then in effect, to be a second annuitant.

18 . Separate account. All premiums and internal transfers credited to the Real Estate Account become part of a separate account. The Real Estate Account is designated as VA-2 and was established by TIAA in accordance with New York law to provide benefits under this contract and other contracts. The assets and liabilities of separate account VA-2 are segregated from the assets and liabilities of the general account, and from the assets and liabilities of any other TIAA separate account.

19. A surrender charge will be assessed against the portion of your Traditional Annuity accumulation withdrawn or transferred to provide any lump-sum benefit, internal transfer, or rollover, as shown in the rate schedule.

20 . The Traditional Annuity refers to the guaranteed annuity benefits under your contract. Each premium and internal transfer allocated to the Traditional Annuity under your contract purchases a definite amount of lifetime income for you, based on the rate schedule in effect for your contract at the time the premium is paid.

21. A valuation day is any business day. Valuation days end as of the close of all U.S. national exchanges where securities or other investments of the Separate Account(s) are principally traded.

22. A valuation period is the time from the end of a valuation day to the end of the next valuation day.

PART C: CONTRACT AND PREMIUMS

23. The contract. This document (and any endorsements and amendments to it) is the entire contract between you and TIAA. We have issued this contract in return for the first premium. Any endorsement or amendment of this contract, waiver of any of its provisions or change in rate schedule will be valid only if in writing and signed by an executive officer of TIAA.

24. Contestability. The contract is incontestable.

25. Companion CREF certificate. The College Retirement Equities Fund (CREF) is a companion organization to TIAA. CREF issued a companion CREF Non-Qualified Deferred Annuity Certificate to you when you received this contract. The certificate number is shown on page 3.

26. Premiums. Each premium must be at least [$100]. Premiums include any transfers, other than internal transfers, to this contract from other funding vehicles. Premiums may be stopped at any time without notice to TIAA and then resumed without payment of any past due premium or penalty of any kind.

TIAA reserves the right to limit to [$300,000], or an another amount established by TIAA and applied on a basis that is not unfairly discriminatory, the total premiums paid on this contract and any other TIAA annuity contract on your life in any twelve-month period. TIAA will not accept premiums paid on your behalf after your contract’s

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maturity date or prior death. Premiums will be credited to your contract as of the end of the business day in which they are received by TIAA at the location that TIAA will designate by prior written notice.

27. Allocation of premiums. You allocate premiums between the Traditional Annuity and the Real Estate Account. If you allocate premiums to the Traditional Annuity, they increase your Traditional Annuity accumulation. If you allocate premiums to the Real Estate Account, they purchase accumulation units in the Real Estate Account. You may change your allocation for future premiums at any time. We will allocate your premiums according to the most recent valid instructions we have received from you in a form acceptable to TIAA. If we have not received valid instructions from you, all premiums will be allocated to the CREF Money Market Account under your companion CREF certificate.

TIAA may stop accepting premiums to the Traditional Annuity or the Real Estate Account at any time.

28. Premium taxes. If premium taxes are incurred, they will be deducted from your contract accumulation, to the extent permitted by law.

29. Protection against contract termination or forfeiture. At any time, if

A) no premiums have been paid on this contract for a period of two years, and
B) the amount of monthly income benefit that would be provided by your accumulation under the one-life annuity option as of your latest allowable annuity starting date as described in section 2 would be less than $20,
then we have the right to pay you your accumulation and terminate this contract. Otherwise, your rights under the contract will remain in force.

30. Substitute contract. TIAA reserves the right to stop accepting premiums under this contract after we have given you [90] days’ notice, but only if:

A) at the same time, we stop accepting premiums to all other contracts written on this contract form and delivered in the jurisdiction shown on page 3;
B) premiums are accepted under a new TIAA deferred annuity contract issued without an application, to be effective with the first premium paid for it; and
C) the new contract has the same annuity starting date, beneficiaries, income options and methods of benefit payment as those under this contract at the time of substitution.

PART D: TRADITIONAL ANNUITY ACCUMULATION

31. Your Traditional Annuity accumulation is equal to :

A) all premiums allocated to the Traditional Annuity under your contract; plus
B) interest credited at the guaranteed interest rate set forth in the rate schedule; plus
C) any additional amounts credited to the Traditional Annuity under your contract; plus
D) any internal transfers to the Traditional Annuity under your contract; less
E) any premium taxes incurred by TIAA for your Traditional Annuity accumulation; less
F) the amount of any lump-sum benefits, rollovers, internal transfers, and any required minimum distributions paid from the Traditional Annuity; less
G) any charges for expenses and contingencies set forth in the rate schedule; less
H) any amount applied to provide annuity income or death benefits; less
I) any surrender charge assessed.

32. Additional amounts. TIAA may credit additional amounts to your Traditional Annuity accumulation. TIAA does not guarantee that there will be additional amounts. TIAA will determine at least annually if additional amounts will be credited. Additional amounts may also be paid with any Traditional Annuity benefits payable to you or your beneficiaries.

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Any additional amounts credited to your Traditional Annuity accumulation will be credited under a schedule of additional amount rates declared by TIAA. For a Traditional Annuity accumulation in force as of the effective date of such a schedule, the additional amount rates will not be modified for a period of twelve months following the schedule’s effective date. For any premiums and internal transfers applied to the Traditional Annuity during the twelve-month period described in the preceding sentence, TIAA may declare additional amounts at rates which remain in effect through the end of such twelve-month period. Thereafter, any additional amount rates declared for such premiums and internal transfers will remain in effect for periods of twelve months or more.

PART E: REAL ESTATE ACCOUNT ACCUMULATION AND UNITS

33. Accumulation unit. The value of an accumulation unit as of the end of each valuation day is determined by dividing A) the value of the account’s accumulation fund as of the end of the valuation day by B) the total number of accumulation units in the account outstanding as of the end of the valuation day. The value of the Real Estate Account’s accumulation fund and the total number of accumulation units does not include the impact of units added or subtracted as of that valuation day. The Real Estate Account’s accumulation fund equals the portion of the account's total net assets allocated to unitholders in the accumulation period. The value of the Real Estate Account’s accumulation fund at the end of a valuation day equals the corresponding value at the end of the previous valuation day, increased by amounts added to the fund during the current period and reduced by amounts withdrawn from the fund during the current period. These changes include the increase by the allocated portion of the current period's net investment income and capital gains and the decrease by the allocated portion of the current period's capital losses and separate account charges incurred since the previous valuation day. This allocated portion is determined in accordance with the proportion of the account’s accumulation fund relative to the account’s total net assets as of the end of the previous valuation day as adjusted for additions to and withdrawals from each fund as of the beginning of the current period.

34. Your Real Estate Account accumulation is equal to the number of accumulation units you own multiplied by the value of one accumulation unit. Real Estate Account accumulations are variable and are not guaranteed; they may increase or decrease depending on investment results.

35. The separate account charge covers mortality and expense risk, liquidity risk, and administrative and investment advisory services. TIAA, at its discretion, can increase or decrease the separate account charge. The separate account charge is guaranteed not to exceed 2.50% per year of net assets.

36. Number of accumulation units. Each premium and each internal transfer applied to the Real Estate Account on your behalf purchases a number of accumulation units equal to the amount of the premium or internal transfer divided by the value of one accumulation unit as of the end of the business day in which the premium or internal transfer is credited. The number of accumulation units under your contract will be decreased by any premium taxes incurred by TIAA for your Real Estate Account accumulation and by the application of any accumulation units to any benefits, internal transfers, or any required minimum distributions paid from the Real Estate Account accumulation under your contract. Such transactions will decrease the number of accumulation units under your contract by an amount equal to the dollar value of the transaction divided by the value of one accumulation unit as of the end of the valuation day on which the transaction becomes effective.

PART F: INCOME BENEFITS

37. Starting income benefits. An income benefit will be effective and payment will begin as of the date you have chosen, if you are then living and:
A) you have chosen one of the income options set forth in section 38; and
B) if you choose a one-life annuity, we have received proof of your age; and
C) if you choose a two-life annuity, we have received proof of your age and the age of the second annuitant.
You may not begin a one-life annuity after you attain age [90], nor may you begin a two-life annuity after you or the second annuitant attains age [90].
At any time before you start to receive an income benefit, you may change the effective date for that income benefit to a date after the change, by written notice to TIAA as explained in section 80.

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38. Income options are the ways in which you may have income benefits paid to you. The income options are available from your Traditional Annuity accumulation only. You can transfer some or all of your Real Estate Account accumulation to your Traditional Annuity accumulation to receive benefits under an income option available from the Traditional Annuity. Also, you may transfer some or all of your Real Estate Account accumulation to your companion CREF certificate, as described in section 47, to receive benefits under an income option available under that certificate.

You may change your choice of income option any time before payments begin, but once they have begun under an income option, the election to begin receiving benefits is irrevocable and no change can be made. Any choice of option or change of such choice must be made by written notice to TIAA as explained in section 80.
Your right to elect an option or change such election is subject to the distribution requirements described in Part J and may be limited in accordance with section 78. The availability of certain income options may be restricted by the IRC.
The following are the income options from which you may choose. All of them provide an income for you, some provide that payments will continue for the lifetime of a second annuitant and some provide that payments will continue in any event during a guaranteed period as explained in section 39. The periodic amount paid to you or a surviving second annuitant depends on which of these options you choose.

One-life annuity. A payment will be made to you each month for as long as you live. You may include a guaranteed period of 10 or 20 years. If you do not include a guaranteed period, all payments will cease at your death. If you include a guaranteed period and you die before the end of that period, monthly payments will continue until the end of that period and then cease.

Two-life annuity. A payment will be made to you each month for as long as you live. After your death, a payment will be made each month to the second annuitant you have named, for as long as he or she survives you. You cannot change your choice of second annuitant after your payments begin. You may include a guaranteed period of 10 or 20 years. If you do not include a guaranteed period, all payments will cease when you and the second annuitant have both died. You may choose from among the following forms of two-life annuity.

Full benefit to survivor. At the death of either you or the second annuitant, the full amount of the monthly payments that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and the second annuitant both die before the end of the period chosen, the full amount of the monthly payments that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.

Three-quarters benefit to the survivor. At the death of either you or the second annuitant, three-quarters of the amount of the monthly payments that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and the second annuitant both die before the end of the period chosen, three-quarters of the amount of the monthly payments that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.

Two-thirds benefit to survivor. At the death of either you or the second annuitant, two-thirds of the monthly payments that would have been paid if you both had lived will continue to be paid to the survivor. If you include a guaranteed period and you and the second annuitant both die before the end of the period chosen, two-thirds of the monthly payments that would have been paid if you both had lived will continue to be paid until the end of that period and then cease.

Half benefit to second annuitant. The full monthly income will continue to be paid as long as you live. After your death, if the second annuitant survives you, one-half of the monthly payments that would have been paid if you had lived will continue to be paid to the second annuitant. If you include a guaranteed period and you and the second annuitant both die before the end of the period chosen, one-half of the monthly payments that would have been paid if you had lived will continue to be paid until the end of that period and then cease.

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Automatic election provision. If on an annuity starting date, you have not met the requirements for starting income benefits as described in section 37, you will be deemed to have chosen a one-life annuity with a 10-year guaranteed period, if allowed under federal tax law.

39. Post-death payments during a guaranteed period. Any periodic payments or other amounts remaining due after your death and the death of the second annuitant, if any, during a guaranteed period will be paid to the payee named to receive them. You name the payee at the time you choose the income option, as described in section 80. You may later change the named payee. If you choose a two-life annuity, the surviving second annuitant may change the named payees after your death, unless you direct otherwise.

A payee may choose to receive in one sum the commuted value of any remaining periodic payments that do not involve life contingencies, unless you direct otherwise. If no payee was named to receive these payments, or if no one so named is then living, we will pay the remaining payments due or the commuted value of the remaining periodic payments in one sum to your estate, or to the estate of the last survivor of you and the second annuitant if you chose a two-life annuity.
If a payee receiving payments during a guaranteed period option dies while payments remain due, the commuted value of any remaining payments due to that person will be paid to any other surviving payee that you (or the second annuitant) had named to receive them. If no payee so named is then living, the commuted value will be paid to the estate of the last payee who was receiving these benefit payments.

40. The amount of periodic income benefit will be determined as of the effective date for the income benefit by:
A) the amount of your Traditional Annuity accumulation applied to provide the income benefit;
B) the rate schedule or schedules under which any premiums and internal transfers were applied to your Traditional Annuity accumulation;
C) the income option you choose;
D) if you choose a one-life annuity, your age; and
E) if you choose a two-life annuity, your age and your second annuitant’s age.
If your income benefit would be less than [$100] per payment, TIAA will have the right to change to quarterly, semi-annual or annual payments, whichever will result in payments of [$100] or more and the shortest interval between payments. If different rate schedules apply to different parts of your Traditional Annuity accumulation, the portion applied to provide the income benefit chosen will be allocated among the parts on a pro-rata basis.

PART G: DEATH BENEFIT
41. Payment of the death benefit. If you die before your contract’s maturity date, the death benefit will be payable to the beneficiaries. We must receive the following, in a form acceptable to TIAA, before any death benefit will be paid:
A) proof of your death;
B) the choice of a method of payment as provided in section 43; and
C) proof of the beneficiary’s age if the method of payment chosen is the one-life annuity.

Payment under the single-sum payment method will be made effective as of the date we receive these items; payment under the one-life annuity method of payment will be effective and begin no later than the first day of the month after we have received these items.
Upon receipt of proof of your death, we will divide your accumulation into as many portions as there are validly designated beneficiaries for your contract. If different rate schedules apply to different parts of your Traditional Annuity accumulation, the resulting portions will be allocated among the parts on a pro-rata basis. Each validly designated beneficiary will then have the right to make elections available under this contract in connection with his or her portion of the accumulation.

42. Naming your beneficiaries. Beneficiaries are persons or entities you name to receive the death benefit if you die before the contract’s maturity date. At any time before the contract’s maturity date, you may name, change, add, or delete your beneficiaries, by written notice to TIAA, as explained in section 82.


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You can name two classes of beneficiaries, primary and contingent, which set the order of payment. At your death, your beneficiaries are the surviving primary beneficiaries you named. If no primary beneficiary survives you, your beneficiaries are the surviving contingent beneficiaries you named. The share of any named beneficiary in a class who does not survive will be allocated in equal shares to the beneficiaries in such class who do survive, even if you’ve provided for these beneficiaries to receive unequal shares.
The death benefit will be paid to your estate in one sum if:
A) you name your estate as beneficiary; or
B) none of your beneficiaries survives you; or
C) at your death you had never named a beneficiary.

Provided however, if the contract Owner is an Individual Retirement Account Trust, and the Owner has not named a beneficiary, the death benefit will be paid in accordance with instructions provided by the Owner, or if no instructions are provided paid directly to the Owner. If distributions to a named beneficiary are barred by operation of law, the portion of the death benefit payable to such beneficiary will be paid to your estate.

43. Methods of payment are the ways in which the beneficiaries may receive the death benefit. T he one-life annuity method is available only to beneficiaries who are natural persons who have not attained age [90] as of the date annuity payments are to begin. The single-sum payment method is available from your Traditional Annuity and Real Estate Account accumulations; the one-life annuity method is available from the Traditional Annuity only. A beneficiary can, however, transfer Real Estate Account accumulations to the Traditional Annuity in order to receive that portion of the death benefit under the one-life annuity method. A beneficiary can also transfer accumulations to CREF in order to receive that portion of the death benefit under a method of payment offered by CREF. Such transfer can be for all of the accumulation applicable to that beneficiary, or for any part thereof not less than [$1,000].

You may choose the method of payment and change your choice at any time before payments begin. After your death, your beneficiaries may change the method chosen by you, if you so provide. If you do not choose a method of payment, your beneficiaries will choose upon becoming entitled to payments. If the amount of the death benefit due to any one beneficiary is less than [$5,000], TIAA may change the method of payment for the portion of the death benefit payable to that beneficiary to the single-sum payment method. The right to elect a method or change such election is subject to the distribution requirements described in Part J and may be limited in accordance with section 78. Any choice of method or change of such choice must be made by written notice to TIAA, as explained in section 80.
Generally, the distribution of the death benefit under any method of payment must be made over the lifetime, or a period not to exceed the life expectancy, of the designated beneficiary.
The distribution of the death benefit under a method of payment must be made in such a form and begin at such date as meets the requirements of the IRC and the regulations thereunder. If such method of payment has not been chosen to begin by that date, we will elect a method of payment in accordance with the requirements of the IRC and any regulations thereunder.
The following are the methods of payment:

Single-sum payment. The death benefit will be paid to the beneficiary in one sum.

One-life annuity. A payment will be made to the beneficiary each month for life. A guaranteed period of 10 or 20 years may be included. If a guaranteed period isn’t included, all payments will cease at the death of the beneficiary. If a guaranteed period is included and the beneficiary dies before the end of that period, monthly payments will continue until the end of that period and then cease, as explained in section 45.

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44. The amount of death benefit payments will be determined as of the date payments are to begin by:

A) the amount of your Traditional Annuity accumulation applied to the method of payment;
B) the rate schedule or schedules under which any premiums and internal transfers were applied to your Traditional Annuity accumulation;
C) the method of payment chosen for the death benefit; and
D) if the method chosen is the one-life annuity, the age of the beneficiary.
If any method chosen would result in payments of less than [$100], TIAA will have the right to require a change in choice that will result in payments of at least [$100].
If different rate schedules apply to different parts of your Traditional Annuity accumulation, the portion applied to provide the death benefit chosen will be allocated among the parts on a pro-rata basis.

45. Payments after the death of a beneficiary. Any periodic payments or other amounts remaining due after the death of a beneficiary during a guaranteed period will be paid to the payee named by you or the beneficiary to receive them, by written notice to TIAA as explained in section 82. The commuted value of these payments may be paid in one sum unless we are directed otherwise.

If no payee has been named to receive these payments, or if no one so named is living at the death of the beneficiary, the commuted value will be paid in one sum to the beneficiary’s estate.
If a payee receiving these payments dies before the end of the guaranteed period, the commuted value of any payments still due that person will be paid to any other payee named to receive it. If no one has been so named, the commuted value will be paid to the estate of the last payee who was receiving these payments.

PART H: INTERNAL TRANSFERS

46. Availability of internal transfers. You may transfer between your Traditional Annuity accumulation and your Real Estate Account accumulation. In addition, you may transfer all or part of your Traditional Annuity accumulation or your Real Estate Account accumulation to your companion CREF certificate. If you have an accumulation in your companion CREF certificate, you may transfer from that certificate to this contract. TIAA reserves the right to limit internal transfers from each of your Traditional Annuity accumulation and your Real Estate Account accumulation to not more than one in a calendar quarter. TIAA reserves the right to limit internal transfers to your Traditional Annuity accumulation to no more than [$300,000], or another amount established by TIAA and applied on a basis that is not unfairly discriminatory, in any calendar year. TIAA reserves the right to stop accepting internal transfers to the Traditional Annuity and/or internal transfers to the Real Estate Account at any time. Any internal transfer to or from CREF is subject to the terms of your companion CREF certificate and CREF’s Rules of the Fund.

47. Amount of internal transfer. You can transfer all of your Traditional Annuity accumulation or your Real Estate Account accumulation, or any part of either account not less than [$1,000]. If you choose to transfer from your Traditional Annuity accumulation, the amount to be transferred will be reduced by any surrender charge in accordance with the applicable rate schedule or schedules.

An internal transfer reduces the accumulation from which it is paid by the amount transferred, including any surrender charge. If you transfer from your Traditional Annuity accumulation and different rate schedules apply to different parts of the accumulation, the reduction will be allocated among the parts on a pro rata basis.

48. Effective date of internal transfer. An internal transfer will be effective as of the end of the business day in which we receive your written request for an internal transfer. You may defer the effective date of the internal transfer until any business day following the date on which we receive your written request. TIAA will determine all values as of the end of the effective date. You can’t revoke a request for an internal transfer after its effective date. TIAA may defer the effective date of an internal transfer from the Traditional Annuity for up to six months.

49. Systematic transfers. You may elect to have transfers made on a systematic basis. Systematic transfers may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-monthly transfers are made twice a

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month, with the second payment scheduled 14 days after the first payment. You choose which day the transfer will be made, except that if the date of a scheduled transfer is not a business day, the transfer will be made on the following business day. Transfers will continue until you tell us to stop or your Traditional Annuity accumulation or Real Estate Account accumulation is insufficient to support the transfer. Systematic transfers are subject to all the provisions described above for transfers, except that a reduced minimum amount of [$100] applies to such transfers.

50. Crediting internal transfers. Internal transfers to your Traditional Annuity accumulation are credited to the Traditional Annuity as of the end of the effective date of the internal transfer and begin participation in the Traditional Annuity as of the following day. Internal transfers to your Real Estate Account accumulation purchase accumulation units as of the end of the effective date of the internal transfer.

51. Additional restrictions on transfers into the Real Estate Account. For the purposes of this section, an internal funding vehicle transfer is the movement of accumulations among or between any of the following:

A) your Traditional Annuity accumulation
B) your Real Estate Account accumulation
C) your Investment Account accumulation
D) your companion CREF certificate
E) any other funding vehicle accumulation you may have which is administered by TIAA or CREF on the same record-keeping system as this contract.

However, an internal funding vehicle transfer does not include any of the following:
A) Systematic withdrawals and transfers (SWATs)
B) Automatic rebalances
C) Any transaction arising from a TIAA sponsored advice product or service
D) Transfer Payout Annuity (TPA) payments directed to the Real Estate Account.

You may not apply internal funding vehicle transfers to your Real Estate Account accumulation if after giving effect to such transfer the total value of your Real Estate Account accumulation under this contract and any other TIAA annuity contract or certificate issued to you would exceed a threshold amount of [$150,000]. Any internal funding vehicle transfer which cannot be applied pursuant to this rule will be rejected in its entirety and we will communicate such rejection to you. The total value of your Real Estate Account accumulation under this contract and any other TIAA annuity contract or certificate issued to you already exceeds the threshold amount; you will not be required to reduce such accumulation to a level at or below the threshold.
The Real Estate Account accumulation unit values used in applying this provision will be those calculated as of the valuation day proceeding the day on which the proposed transfer is to be effective. For the purpose of this provision, the total value of your Real Estate Account accumulation will include the value of any pending internal funding vehicle transfers into your Real Estate Account accumulation under any TIAA annuity contract or certificate issued to you.
TIAA reserves the right in the future to increase or decrease the threshold dollar amount associated with this provision. However, the threshold amount will never be less than [$100,000]. If, as of the effective date of such a change in the threshold amount, the total value of your Real Estate Account accumulation under this contract and any other TIAA annuity contract or certificate issued to you already exceeds the new threshold amount, you will not be required to reduce such accumulation to a level at or below the new threshold. TIAA also reserves the right in the future to include among the restricted transactions any of the categories currently excluded above or to include any categories of transactions associated with administrative or other services that may be introduced in the future. Any such future changes will only affect transactions with effective dates on or after the effective date of such change. You will be given at least two months advance written notice of any such change.
Nothing in this section shall be construed to limit TIAA’s right to stop accepting premiums and/or internal transfers to the Real Estate Account at any time.


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PART I: LUMP-SUM BENEFITS
52. Availability of the lump-sum benefit. You may, subject to the limits described below, withdraw as a lump-sum benefit all of your Traditional Annuity accumulation or Real Estate Account accumulation, or any part thereof not less than [$1,000]. TIAA reserves the right to limit lump-sum benefits from each of your Traditional Annuity accumulation and your Real Estate Account accumulation to not more than one in a calendar quarter.

53. Effective date of a lump-sum benefit. A ny choice of lump-sum benefit must be made by written notice to TIAA on or before your contract’s maturity date, as explained in section 80. A lump-sum benefit will be effective as of the business day on which we receive, in a form acceptable to TIAA, your request for a lump-sum benefit.

You may choose to defer the effective date of the lump-sum benefit until any business day following the date on which we receive your request in accordance with the above requirements. TIAA will determine all values as of the end of the effective date. You can’t revoke a request for a lump-sum benefit after its effective date.
TIAA may defer the payment of a Traditional Annuity lump-sum benefit for up to six months.

54. Payment of a lump-sum benefit. A lump-sum benefit may be paid:

A) to you as a cash withdrawal; or
B) if the Owner is an Individual Retirement Account Trust, to another funding vehicle as a direct transfer or rollover under federal tax law.

55. Amount of a lump-sum benefit. If you choose a lump-sum benefit from your Traditional Annuity accumulation, we will pay the portion of your Traditional Annuity accumulation you choose, less any surrender charge in accordance with the applicable rate schedule or schedules. If you choose a lump-sum benefit from your Real Estate Account accumulation, we will pay the portion of your Real Estate Account accumulation you choose.

Payment of a lump-sum benefit reduces the accumulation from which it is paid by the amount chosen, including any surrender charge. If you choose a lump-sum benefit from your Traditional Annuity accumulation and different rate schedules apply to different parts of your accumulation, the reduction will be allocated among the parts on a pro-rata basis.

56. Systematic withdrawals. You may elect to have lump-sum benefits made on a systematic basis. Systematic withdrawals may be made semi-monthly, monthly, quarterly, semi-annually or annually. Semi-monthly withdrawals are made twice a month, with the second payment scheduled 14 days after the first payment. You choose which day the lump-sum benefit will be paid, except that if the date of a scheduled lump-sum benefit is not a business day, it will be paid on the following business day. Withdrawals will continue until you tell us to stop or until the remaining portion of your Traditional Annuity or Real Estate Account accumulation is insufficient to support the withdrawal. Systematic withdrawals are subject to all the provisions described above for lump-sum benefits, except that a reduced minimum amount of [$100] applies.

57. Systematic withdrawals to pay financial advisor fees. In addition to the systematic withdrawals described above, you may authorize a series of systematic withdrawals to pay the fees of a financial advisor for services related to the management of accumulations under this contract and/or its companion CREF certificate. Systematic withdrawals to pay the fees of a financial advisor are subject to all provisions applicable to systematic withdrawals.

PART J: DISTRIBUTION REQUIREMENTS

58. Application of Distribution Requirements. Your contract will in all events be interpreted and administered in accordance with IRC section 72(s).

59. Death of Any Owner before Annuity Starting Date. If any Owner of this contract dies while this contract is in force and before the annuity starting date, the following provisions apply:


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A) If the sole beneficiary under the contract is the deceased Owner’s surviving spouse, this contract may continue and no death benefit will be paid. A sole beneficiary who is the deceased Owner’s spouse may also choose not to continue the contract and to be paid the death benefit in a lump sum within five years of the deceased Owner’s date of death. [The contract will automatically continue if a deceased Owner’s spouse who is the sole beneficiary under the contract does not make a death benefit election within 60 days of the date we receive due proof of death.] If the contract is continued, the deceased Owner’s spouse will become the new Owner of the contract and, if the deceased Owner was also the annuitant, the deceased Owner’s spouse will also be the annuitant.

B) A beneficiary who is a death benefit payee may elect to have payments distributed over the lifetime of such beneficiary, or over a period not extending beyond such beneficiary’s life expectancy, provided that payments begin within one year after the date of the deceased Owner’s death.

C) In all other cases, the death benefit will be distributed to those beneficiaries who are death benefit payee(s) in a lump sum within five years of the deceased Owner’s death.

D) If the deceased Owner was also an annuitant, the death benefit will be paid pursuant to the distribution provisions in this Death of Any Owner Before the Annuity Starting Date provision, in lieu of any contract distribution provision regarding the payment of the death benefit when an annuitant who is not an Owner dies before the annuity starting date.

60. Death of Any Owner on or After Annuity Starting Date. If any Owner dies on or after the annuity starting date but before all benefits under this contract have been distributed, any income benefit remaining will be distributed at least as rapidly as under the income option in effect at the time of the deceased Owner’s death.

PART K: GENERAL PROVISIONS

61. Non-Natural Owner. If any Owner of this contract is not an individual (for example, a trust or corporation), the death or change of any annuitant shall be treated as the death of the Owner and the annuitant will be used for purposes of calculating payments, benefits and other measuring periods as applicable under this contract.

62. Insulation of the separate account. TIAA owns the assets in separate account VA-2. To the extent permitted by law, the assets of the separate account will not be charged with liabilities arising out of any other business TIAA may conduct. All income, investment gains and investment losses of the separate account, whether or not realized, will be credited to or charged against only that account without regard to TIAA’s other income, gains or losses.

63. Minimum Benefits for the Separate Account. Any paid-up annuity, cash surrender value or death benefits that may be available under the contract are not less than the minimum benefits required by Section 7 of the Model Variable Annuity Regulation, model #250.

64. Deletion of the Real Estate Account. TIAA may delete the Real Estate Account. If you own accumulation units in the Real Estate Account and it is deleted, you must transfer them to your Traditional Annuity accumulation or to your companion CREF certificate. If you don’t tell us where to transfer your accumulation units, we’ll transfer them to the CREF Money Market Account under your companion CREF certificate.

65. Report of accumulation. At least once each year, we will provide you with a report for the calendar year just ended at no charge. You may request more than one report during the year at a charge not to exceed [$50] per report. Such report will show the beginning and end dates of the current report period; the value of your accumulation at the beginning and end of the current report period; the amounts that have been credited or debited to your accumulation during the current report period; the cash surrender value at the end of the current report period; and the amount of death benefit at the end of the current report period.

66. Ownership. You own this contract. During your lifetime, you may, to the extent permitted by law, exercise every right given by it without the consent of any other person.


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67. No loans. This contract does not provide for loans.

68. Assignment or transfer. You may assign this contract, unless the Owner is an Individual Retirement Account Trust. Any assignment, unless otherwise specified by the Owner, shall take effect on the date the notice of assignment is signed, subject to any payments made or actions taken by the Company prior to receipt of this notice. The rights of the Owner(s), annuitant, any second annuitant, any beneficiaries and any other person to receive benefits under this contract will be subject to the terms of any assignment and are effective as of the date the assignment is signed subject to any payments or other actions taken by TIAA prior to receipt of notice of such assignment. You should consult your tax advisor before making any assignment of this contract.

If the Owner is an Individual Retirement Account Trust, neither you nor any other person may Your TIAA Non-Qualified Deferred Annuity Contract
ICC16-IRA Page 17

assign, pledge, or transfer ownership of this contract or any benefits under its terms. Any such action will be void and of no effect.

69. Exclusive benefit. If the Owner is an Individual Retirement Account Trust, this contract is established for the exclusive benefit of the Individual Retirement Account Trust Owner or his beneficiaries.

70. Protection against claims of creditors. The benefits and rights accruing to you or any other person under this contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law.

71. Non-forfeiture of benefits. Amounts payable under this contract will not be less than the minimum required by the NAIC Standard Nonforfeiture Law for Individual Deferred Annuities (Model #805). Your accumulation and any benefits purchased cannot be forfeited under this contract.

72. Payment to an estate, trustee, etc. TIAA reserves the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity that isn’t a natural person. TIAA won’t be responsible for the acts or neglects of any executor, trustee, guardian, or other third party receiving payments under this contract.

If you designate a trustee of a trust as beneficiary, TIAA is not obliged to inquire into the terms of the underlying trust or any will.
If death benefits become payable to the designated trustee of a testamentary trust, but:
A) no qualified trustee makes claim for the benefits within nine months after your death; or
B) evidence satisfactory to TIAA is presented at any time within such nine-month period that no trustee can qualify to receive the benefits due, payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise, payment will be made to the executors or administrators of your estate.
If benefits become payable to an inter-vivos trustee (the person appointed to execute a trust created during an individual’s lifetime), but the trust is not in effect or there is no qualified trustee, payment will be made to the successor beneficiaries, if any are designated and survive you; otherwise, payment will be made to the executors or administrators of your estate.
Payment to any trustee, successor beneficiary, executor, or administrator, as provided for above, shall fully satisfy TIAA’s payment obligations under this contract to the extent of such payment.

73. Service of process upon TIAA. We will accept service of process in any action or suit against us on this contract in any court of competent jurisdiction in the United States or Puerto Rico provided such process is properly made. We will also accept such process sent to us by registered mail if the plaintiff is a resident of the jurisdiction in which the action or suit is brought. This section does not waive any of our rights, including the right to remove or transfer such action or suit to another court.

74. Benefits based on incorrect data. If the amount of benefits is determined by data as to a person’s age or, except in Montana, sex that is incorrect, the benefits payable will be such as the premiums paid would have

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purchased based on the correct data. Any amounts underpaid by TIAA based on the incorrect data will be paid at the time the correction is made. Any amounts overpaid by TIAA based on the incorrect data will be charged against the payments due after the correction is made. Any amounts so paid or charged will include compound interest at the effective annual rate of [6%].

75. Proof of survival. TIAA reserves the right to require satisfactory proof that anyone named to receive benefits under the terms of this contract is alive on the date any benefit payment is due. If this proof is not received after it has been requested in writing, TIAA will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a two-life annuity TIAA has overpaid benefits because of a death of which we were not notified, subsequent payments will be reduced or withheld until the amount of the overpayment has been recovered.

76. Conformity with Interstate Insurance Product Regulation Commission (IIPRC) Standards This contract was approved under the authority of the IIPRC and issued under the Commission standards.
Any provision of this contract that, on the provision’s effective date, is in conflict with IIPRC standards for Individual Deferred Non-Variable and Individual Deferred Variable Annuity Contracts is hereby amended to conform to such standards as of the provision’s effective date.

77. Compliance with laws and regulations. T IAA will administer your contract to comply with the restrictions of all federal laws and regulations pertaining to the terms and conditions of your contract. You cannot elect any benefit or exercise any right under your contract if the election of that benefit or exercise of that right is prohibited under an applicable federal law.

The choice of income options and effective dates, annuity starting date, beneficiaries or second annuitant, method of payment of the death benefit and effective date, and the availability of internal transfers and lump-sum benefits as set forth in this contract are subject to the applicable restrictions and distribution requirements of the IRC, and any rulings and regulations issued under the IRC.

78. Right to amend. TIAA reserves the right to change this contract from time to time in order to comply with the IRC and the regulations. If you do not agree to such a change, this contract may fail to be an annuity contract for tax purposes. When required by law, TIAA will obtain the approval for such amendment from any appropriate regulatory authority.

79. Reliance on information from you. TIAA is entitled to rely on information you provide regarding any premium you remit to this contract. TIAA shall be held harmless for any action taken in reliance on such information.

80. Procedure for elections and changes. You (or your beneficiaries after your death) have to make any choice or changes available under your contract in a form acceptable to TIAA at our home office in New York, NY, or at another location that we designate. If you (or your beneficiaries after your death) send us a notice changing your beneficiaries or other persons named to receive payments, it will take effect as of the date it was signed by the Owner, unless otherwise specified by the Owner, and is subject to any payments made or actions taken by us prior to receipt of notice.
If the Owner is an Individual Retirement Account Trust, neither you nor any other person may assign, pledge, or transfer ownership of this contract or any benefits under its terms. Any such action will be void and of no effect.
For purposes of determining the crediting dates of premiums and effective dates of transactions, premiums and requests will only be deemed to have been received when they are received by TIAA, or its appropriately designated agent, in good order, in accordance with procedures established by TIAA or as required by law. TIAA reserves the right to limit the number of transactions that you may make effective on a single business day

81. Change of Ownership. You may change the Owner of this contract, unless the Owner is an Individual Retirement Account Trust. Any change in ownership, unless otherwise specified by the Owner, shall take effect on the date the notice of change is signed, subject to any payments made or actions taken by the Company prior to receipt of this notice.

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If the Owner is an Individual Retirement Account Trust, neither you nor any other person may transfer ownership of this contract or any benefits under its terms. Any such action will be void and of no effect.

82. Correspondence and requests for benefits. No notice, application, form, or request for benefits will be deemed to be received by us unless it is received at our home office in New York, NY, or at another location that we designate. All benefits are payable at our home office or at another location that we designate. If you have any questions about this contract or inquiries about our service, or if you need help to resolve a problem, you can contact us at the address or telephone number below.
TIAA
[730 Third Avenue
New York, NY 10017-3206
Telephone: 800 842-2733]

83. Change of rate schedule. W e may, at any time and from time to time, substitute a new rate schedule for the one then effective in your contract. A new rate schedule will apply only to benefits arising from any premiums and internal transfers applied to the Traditional Annuity while such rate schedule is in effect. Any change in the rate schedule will not affect the amount of benefits purchased prior to the change by any premiums and internal transfers applied to the Traditional Annuity. Any change in the interest rate credited before your annuity starting date or your prior death is subject to the minimum rate specified under the IIPRC standards. Any change in the charge for expenses or contingencies, or in the surrender charge, must comply with IIPRC standards. A change in the rate schedule will be made only after we have given you three months’ written notice of the change. Any such change will also be made to all other contracts written on this contract form.

Any new rate schedule will specify:
A) the charges for expenses and contingencies;
B) the interest rates and the mortality bases used for determining benefits arising from amounts applied to the Traditional Annuity; and
C) any applicable surrender charges on lump-sum benefits and internal transfers arising from amounts applied to the Traditional Annuity.


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Teachers Insurance and Annuity Association of America
730 Third Avenue, New York, N.Y. 10017-3206
Telephone: [800-842-2733]
TIAA Non-Qualified Deferred Annuity Contract
RATE SCHEDULE

A. Rates applicable to premiums and internal transfers applied to the Traditional Annuity.
 
The benefits bought by any premiums and internal transfers applied to the Traditional Annuity while this rate schedule is in effect will be computed on the basis described below. This basis applies to such amounts for as long as such amounts remain in the Traditional Annuity. Any guaranteed interest and additional amounts credited to the Traditional Annuity accumulation will purchase benefits calculated on the same basis that is applicable to the premiums or internal transfers that gave rise to such guaranteed interest and additional amounts:

(1) no deduction for expenses or contingencies, except for any premium taxes incurred by TIAA for your contract.

(2) interest from the end of the day on which the premium or internal transfer is credited, to the date that such amount is deducted from the Traditional Annuity accumulation, in accordance with section 31, as follows:
 
The minimum effective annual interest rate to be credited will be reset each [March 1]. The rate will be set equal to the CMT less 0.0125, rounded to the nearest 0.0005, provided however that the minimum rate will not be less than 1% nor greater than 3%. The CMT is the average five-year Constant Maturity Treasury Rate reported by the Federal Reserve for the calendar month of [January] preceding the reset date. We may make future changes to the reset date and/or to the choice of calendar month for which the average five-year Constant Maturity Treasury Rate will be used to set the CMT. Any such change will be effected only after obtaining approval from the Interstate Insurance Product Regulation Commission (IIPRC), and will also be made to all other contracts written on this form and delivered in that jurisdiction. Any such change will be made only after we have given you three months’ written notice.

(3) for one-life annuities and two-life annuities, annuity payments based on interest at the effective annual rate of [2%] after the date that payments begin, and mortality according to the Annuity 2000 Mortality Table (TIAA Merged Gender Mod C), with ages set back three months for each completed year between January 1, 2000 and the date that annuity payments begin, as illustrated in the accompanying chart.

[A surrender charge of [0%] will be assessed against any of the following paid from the portion of your Traditional Annuity accumulation arising from premiums and internal transfers applied to the Traditional Annuity while this rate schedule is in effect:

(1) lump-sum benefits paid to you as a cash withdrawal;
(2) lump-sum benefits paid to another funding vehicle as a direct transfer under federal tax law;
(3) internal transfers; and
(4) rollovers.]

OR

[A surrender charge, as shown in the table below, will be assessed against any of the following paid from the portion of your Traditional Annuity accumulation arising from premiums and internal transfers applied to the Traditional Annuity while this rate schedule is in effect:

(1) lump-sum benefits paid to you as a cash withdrawal;
(2) lump-sum benefits paid to another funding vehicle as a direct transfer under federal tax law; ICC16-IRA-RS
(3) internal transfers; and
(4) rollovers.

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Surrender Charge:
Year 1: [0]
Year 2: [0]
Year 3: [0]
Year 4: [0]
Year 5: [0]
Year 6: [0]
Year 7: [0]
Years 8+: [0]]

Betterment of rates. When you or your beneficiaries begin benefits under a one-life or two-life annuity, we will compute any benefits provided by the portion of your Traditional Annuity accumulation resulting from amounts applied to the Traditional Annuity while this rate schedule is in effect on the basis stated above, or, if it produces a larger guaranteed benefit, on the basis in use for any single premium immediate annuities then being offered by TIAA for contracts of the same class as this contract.

Guaranteed Annual Amount of Income Benefits from the Traditional Annuity
Under the One-Life Annuity with 10-Year Guaranteed Period Option
Provided by an Accumulation of $10,000
Assuming a premium tax rate of 0%
One-twelfth of the amount shown is payable each month
Adjusted Age When Payments Begin
Annual Amount of Monthly Benefit Payments
Adjusted Age When Payments Begin
Annual Amount of Monthly Benefit Payments
Adjusted Age When Payments Begin
Annual Amount of Monthly Benefit Payments
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
$305.99
$309.20
$312.54
$316.02
$319.65
$323.43
$327.38
$331.50
$335.79
$340.27
$344.94
$349.82
$354.90
$360.20
$365.73
$371.50
$377.52
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
$383.81
$390.38
$397.25
$404.44
$411.96
$419.85
$428.13
$436.82
$445.95
$455.55
$465.65
$476.29
$487.50
$499.31
$511.75
$524.86
$538.66
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
$553.18
$568.43
$584.44
$601.22
$618.78
$637.13
$656.25
$676.14
$696.74
$718.03
$739.91
$762.31
$785.11
$808.15
$831.28
$854.30
$877.00

The yearly payments shown above are those that result from the application of an accumulation of $10,000 (assuming a premium tax rate of 0%) in the Traditional Annuity to the specified income option when the annuitant has attained an adjusted age as shown, but has not passed the date on which that adjusted age was attained by as much as one month.

The annuitant’s adjusted age equals the annuitant’s actual age minus three months for each completed year between January 1, 2000 and the date that payments begin. All ages used in computing benefits are calculated in completed years and months. Payments beginning at ages other than those shown, and under other income options, are computed on the basis stated in the rate schedule. For accumulations other than $10,000, payments will be proportionate.


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EXHIBIT 14
TEACHERS INSURANCE AND ANNUITY ASSOCIATION (“TIAA”),
COLLEGE RETIREMENT EQUITIES FUND, TIAA-CREF FUNDS,
TIAA-CREF LIFE FUNDS, TIAA SEPARATE ACCOUNT VA-1, TIAA REAL ESTATE ACCOUNT, AND TIAA SEPARATE ACCOUNT VA-3
(COLLECTIVELY, THE “FUNDS”)
CODE OF ETHICS
FOR
SENIOR FINANCIAL OFFICERS
Introduction
The honesty, integrity and sound judgment of the principal executive officers, principal financial officers, principal accounting officers and controllers of TIAA and the Funds (such officers and controllers are collectively referred to herein as the Senior Financial Officers) is fundamental to our reputation and success. Thus, in addition to complying with any other applicable corporate code of conduct, each Senior Financial Officer is subject to this Code.
Specific Provisions
Conflicts of Interest. Each Senior Financial Officer should avoid actual or apparent conflicts of interest between personal and professional relationships.
A “conflict of interest” occurs when a Senior Financial Officer’s personal interest interferes with the interests of TIAA and the Funds. For example, the Senior Financial Officer should not cause TIAA and the Funds to take action, or fail to take action, for the personal benefit of the Senior Financial Officer rather than the benefit of TIAA and the Funds. Other conflicts could occur from outside business activities that detract from an individual’s ability to devote appropriate time and attention to TIAA and the Funds. Any questions relating to potential conflict of interest situations should be discussed with the Executive Vice President, Chief Legal Officer.
Complete and Accurate Disclosures. Each Senior Financial Officer is required to be familiar, and comply, with the TIAA and the Funds disclosure controls and procedures so that the TIAA and the Funds documents filed with the SEC comply in all material respects with applicable federal securities laws. In addition, each Senior Financial Officer having direct or supervisory authority regarding SEC filings for TIAA and the Funds and other public communications should, to the extent appropriate within his or her area of responsibility, consult with other TIAA and the Funds officers and employees, or individuals contracted to perform such tasks, and take appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.
Each Senior Financial Officer must:
•
    Familiarize himself or herself with the disclosure requirements applicable to TIAA and the Funds as well as the business and financial operations of TIAA and the Funds;
•
    Not knowingly misrepresent, or cause others to misrepresent, facts about TIAA and the Funds to others, whether within or outside TIAA and the Funds, including to the TIAA and the Funds’ internal auditors, independent Trustees, independent auditors, and to governmental regulators and self-regulatory organizations; and
•
    Adhere to the standards and restrictions imposed by applicable laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters.
Reporting and Accountability. Each Senior Financial Officer must:
•
    Upon receipt of this Code, sign and submit to the Corporate Controller’s Area an acknowledgment stating that the Senior Financial Officer has received, read, and understands the Code;
•
    Annually thereafter submit a form to the Corporate Controller’s Area confirming that the Senior Financial Officer has received, read and understands the Code and has complied with its requirements; and




•
    Notify the Executive Vice President, Chief Legal Officer promptly if the Senior Financial Officer becomes aware of any existing or potential violation of the Code. Failure to do so is a violation of the Code.
Except as described otherwise below, the Executive Vice President, Chief Legal Officer is responsible for applying this Code to specific situations and has the authority to interpret and apply this Code to any particular situation. The Executive Vice President, Chief Legal Officer shall take all action he or she considers appropriate to investigate any actual or potential violations reported to him or her.
The Audit Committee of the TIAA Board of Trustees (the ‘TIAA Audit Committee”) and the Audit and Compliance Committees of the Boards of Trustees and Management Committee, as applicable, of the Funds (collectively, the “Funds Audit and Compliance Committees”) shall have the sole discretionary authority to approve any deviation or waiver from this Code for their respective Senior Financial Officers. Any waiver, including an implicit waiver, shall be promptly disclosed as required through either an SEC filing or a posting on the TIAA and the Funds’ Internet website. Such disclosure shall include a brief description of the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver. For purposes of such disclosure, (i) the term “waiver” means the approval by the TIAA Audit Committee or the Funds Audit and Compliance Committees of a material departure from a provision of this Code of Ethics, and (ii) the term “implicit waiver” means the TIAA Audit Committee or the Funds Audit and Compliance Committees’ failure to take action within a reasonable period of time regarding a material departure from a provision of this Code.
TIAA and the Funds will promptly disclose any amendment to this Code in accordance with the SEC’s rules.





EXHIBIT 31
CERTIFICATIONS
I, Carol W. Deckbar, certify that:
1. I have reviewed this annual report on Form 10-K of the TIAA Real Estate Account;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 15, 2018
/s/ Carol W. Deckbar
 
Carol W. Deckbar
 
Executive Vice President
 
Institutional Investment & Endowment Services
 
Teachers Insurance and Annuity Association of America
 
(Principal Executive Officer)






I, Virginia M. Wilson, certify that:
1. I have reviewed this annual report on Form 10-K of the TIAA Real Estate Account;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 15, 2018
/s/ Virginia M. Wilson
 
Virginia M. Wilson
 
Senior Executive Vice President and Chief Financial Officer,
 
Teachers Insurance and Annuity Association of America
 
(Principal Financial Officer)






EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Teachers Insurance and Annuity Association of America, do hereby certify, to such officer’s knowledge, that:
The annual report on Form 10-K of the TIAA Real Estate Account (the “Account”) for the year ended December 31, 2017 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Account.

March 15, 2018
/s/ Carol W. Deckbar
 
Carol W. Deckbar
 
Executive Vice President
 
Institutional Investment & Endowment Services
 
Teachers Insurance and Annuity Association of America
 
(Principal Executive Officer)
 
 
March 15, 2018
/s/ Virginia M. Wilson
 
Virginia M. Wilson
 
Senior Executive Vice President and Chief Financial
 
Officer, Teachers Insurance and Annuity
 
Association of America
 
(Principal Financial Officer)
A signed original of this written statement required by Section 906 has been provided to the TIAA Real Estate Account and will be retained by the Account and furnished to the Securities and Exchange Commission or its staff upon request.