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

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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:

•	RAs and GRAs (Retirement Annuities and Group Retirement Annuities)

•	SRAs (Supplemental Retirement Annuities)

•	GSRAs (Group Supplemental Retirement Annuities)

•	Retirement Choice and Retirement Choice Plus Annuities

•	GAs (Group Annuities) and Institutionally Owned GSRAs

•	Traditional and Roth IRAs (Individual Retirement Annuities) including SEP IRAs (Simplified Employee Pension Plans)

•	Keoghs

•	ATRAs (After-Tax Retirement Annuities)

•	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.

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:

•	Direct ownership interests in domestic and foreign real estate;

•	Direct ownership of real estate through interests in joint ventures; or

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•	Indirect interests in real estate through real estate-related securities, such as:

•	public and/or privately placed, domestic and foreign, registered and unregistered equity investments in real estate investment trusts (“REITs”), which investments may consist of registered or unregistered common or preferred stock interests;

•	private real estate limited partnerships and limited liability companies (collectively, "real estate funds");

•	investments in equity or debt securities of domestic and foreign companies whose operations involve real estate (i.e., that primarily own, develop or manage real estate) which may not be REITs; and

•	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”), collateralized mortgage obligations ("CMOs") 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 85% of the Account’s net assets in such direct ownership interests.

In addition, the Account is authorized to hold up to 25% of its net assets in liquid real estate-related securities, including publicly traded REITs and CMBS. Management intends that the Account will not hold more than 10% of net assets in such securities on a long-term basis. As of December 31, 2019, publicly traded REIT securities comprised approximately 3.0% of the Account’s net assets, and the Account held no CMBS as of such date.

In making commercial real estate investments within the Account, TIAA seeks to make investments that are suitable from a financial perspective and whose activities are generally consistent with industry recognized environmental, social and governance (“ESG”) criteria. The Account intends to promote awareness of these criteria to its joint venture partners, vendors and other stakeholders in connection with portfolio related activity involving commercial real estate transactions. TIAA believes awareness, and, as appropriate, implementation of ESG criteria in commercial real estate holdings is beneficial to total long-term returns for the Account. In its evaluation of commercial real estate opportunities, the Account will take ESG considerations into account as part of the financial assessment of a commercial real estate portfolio asset, and not to achieve a desired outcome or as an investment qualification or screen. Ultimately, the Account will make an investment decision that incorporates ESG criteria only to the extent that the criteria is reasonably expected to enhance the ability to achieve desired returns for the Account.

Liquid, Fixed-Income Investments. The Account will invest the remaining portion of its assets (targeted to be between 15% and 25% of its net assets) in the following types of liquid, fixed income investments;

•	U.S. Treasury or U.S. Government agency securities;

•	Long-term government related instruments, such as securities issued by U.S. Government agencies, U.S. States or municipalities or U.S. Government-sponsored entities;

•	Intermediate-term or long-term government related instruments, such as bond or other fixed-income securities issued by U.S. Government agencies, U.S. States or municipalities or U.S. Government-sponsored entities as well as foreign governments and their agencies (including those in emerging markets) and supranational or multinational organizations (e.g., European Union);

•

Intermediate-term or long-term non-government related instruments, such as corporate debt securities or asset-backed securities (“ABS”) issued by domestic or foreign entities, including domestic or foreign mezzanine or other debt, mortgage backed securities (“MBS”), residential mortgage backed securities (“RMBS”), debt securities of foreign governments, and collateralized debt (“CDO”), collateralized bond (“CBO”) and collateralized loan (“CLO”) obligations, but only if such non-government related instruments are investment-grade securities;

•	Money market instruments and other cash equivalents. These will usually be high-quality, short-term debt instruments, including U.S. Government or government agency securities, commercial paper, certificates of deposit, bankers’ acceptances, repurchase agreements, interest-bearing time deposits, and corporate debt securities; and

•	To a limited extent, privately issued (or non-publicly traded) debt securities, including Rule 144A securities, issued by domestic and foreign companies that do not primarily own or manage real estate, but only if such domestic and foreign privately issued debt securities are investment-grade securities.

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The Account’s liquid, fixed-income investments may comprise less than 15% (and possibly less than 10%) of its assets (on a net 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 liquid, fixed-income 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, ABS, RMBS, CMBS and MBS, or (ii) be below the low end of its targeted holdings in such liquid securities (currently 15% of the Account’s net assets).

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 or improve direct real estate investments, pay expenses or repay indebtedness.

Foreign Investments. The Account may also make foreign real estate and foreign real estate-related investments and foreign liquid, fixed-income 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 liquid, fixed-income investments may not comprise more than 25% of the Account’s net assets. However, management doesn't intend such foreign investments, in the aggregate, to exceed 10% of the Account's net assets. As of December 31, 2019, the Account did not hold any foreign real estate investments.

In managing any domestic or foreign mezzanine debt or other domestic or foreign loans or securities, the Account may enter into certain derivatives transactions (including forward currency contracts and swaps, futures contracts, put and call options and other hedging transactions) in order to hedge against the risks of exchange rate uncertainties, interest rate uncertainties and foreign currency or market fluctuations impacting the Account’s domestic or foreign investments. The Account does not intend to speculate in such transactions.

Investments Summary. At December 31, 2019, the Account’s net assets totaled $27.3 billion. As of that date, the Account’s investments in real estate properties, real estate joint ventures, real estate funds, loans receivable and real estate-related marketable securities, net of the fair value of loans payable on real estate and outstanding loans on the line of credit, represented 84.8% of the Account’s net assets. The remaining 15.2% of net assets is primarily comprised of short-term marketable securities such as U.S. Treasury securities, government agency notes, corporate and municipal bonds.

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 and excludes leverage, if any, employed by REITs and underlying partnerships or investment funds in which the Account invests.This ratio will be measured at the time of any debt incurrence and will be assessed after giving effect thereto. The Account’s total gross asset value, for these purposes,

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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, 2019, the principal amount of mortgages secured by the Account's wholly-owned properties was $2.3 billion. When combined with the Account’s equity share of the $3.1 billion in mortgages held within and serviced by the Account’s joint venture investments, a $48.2 million loan collateralized by a loan receivable and a $250.0 million draw against the Account's line of credit, the total outstanding debt is $5.7 billion, which is used to derive the Account’s loan-to-value ratio of 17.1%.

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.

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 management, 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;

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•	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 it applies to an individual participant will be reflected on his or her applicable contract or endorsement form.

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”). The 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.

The liquidity guarantee is not a guarantee of the investment performance of the Account or a guarantee of the value of a participant’s units.

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.

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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. 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:

•	reviewing and approving the Account’s investment guidelines and monitoring whether the Account’s investments comply with those guidelines;

•	reviewing and approving valuation procedures for the Account’s properties;

•	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;

•	reviewing and approving how the Account values accumulation and annuity units;

•	approving the appointment of all independent appraisers;

•	reviewing the purchase and sale of units by TIAA to ensure that the Account uses the correct unit values; and

•	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:

•	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

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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. The past performance of the Account is not indicative of future results. 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:

•	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;

•	a weak market for real estate generally and/or in specific locations where the Account may own property, including, among other reasons, as a result of an epidemic, pandemic or other health-related issue in one or more markets where the Account owns property;

•	business closings, industry or sector slowdowns, employment losses and related factors;

•	the availability of financing (both for the Account and potential purchasers of the Account’s properties);

•	an oversupply of, or a reduced demand for, certain types of real estate properties;

•	natural disasters (including hurricanes and tsunamis), rising sea levels due to global climate warming or otherwise, flooding and other significant and severe weather-related events;

•	terrorist attacks and/or other man-made events; and

•	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 real estate funds) 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 (i.e., office, industrial, retail and multi-family), 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. (e.g., retail mall shopping centers, industrial properties or office space). 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.

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In the event a tenant vacates its space in 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, the Account’s 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. The Account may have difficulty obtaining a new tenant for any vacant space in its properties, particularly if the current structure of the developed property (e.g., floor plan or otherwise) limits the types of businesses that can use the space without major renovation, which may require the Account to incur substantial expense in re-planning the space. Also, upon expiration of a lease, the space preferences of the Account’s 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 the Account to expend significant sums to reconfigure the space to their needs.

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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 for certain properties. 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 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. The Account may also face similar competition from other properties that may be developed in the future. This competition may limit the Account’s ability to lease space, increase its costs of securing tenants, and limit the Account’s ability to maximize our rents and/or require

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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 the 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 the Account owns 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:

•	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 contract owners 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).

•	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.

•	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.

•	Interests in real estate funds 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 macro-economy, 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 contract owners 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 contract owners 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 contract owners. 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 contract owners 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 contract owners 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 funds 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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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, under the Account’s Credit Agreement or under another unsecured line of credit or credit facility into which the Account enters in the future. 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, 2019, the Account’s loan-to-value ratio was approximately 17.1%. 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, except for standard non-recourse carve outs. Among the risks of borrowing money, including borrowing under the Credit Agreement or under another line of credit or credit facility, or otherwise investing in a property subject to a mortgage are the following:

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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 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 continue to secure financing may be impaired if negative marketplace effects, such as those which followed from the worldwide economic slowdown following the 2008-2011 financial crisis or the subsequent sovereign debt and banking difficulties experienced in parts of the Eurozone, were to occur. Such marketplace effects could result in 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 mortgage loan. The property may also 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 will 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.

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Valuation Risk. The market valuation of loans payable could have an adverse impact on the Account’s performance. Valuations of 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 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.

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Underlying Leverage Risk by Certain Portfolio Investments. Certain of the Account’s portfolio investments, including investments in certain REITs, joint ventures and real estate funds and other investment vehicles often utilize leverage in connection with their investment activity. Such leverage is generally not included in the Account’s loan to value calculation. In addition, higher amounts of leverage by such portfolio investments could cause the investments to lose money and negatively impact the Account's performance.

A general disruption in the credit markets, such as the disruption experienced in 2008 and 2009, may aggravate some or all of these risks.

Investment and Cash Management Risks 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 prospectus, the Account intends to hold between 15% and 25% of its net assets in liquid, fixed-income investments. These liquid assets are intended to be used to satisfy participant redemption requests and meet 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, geopolitical or market conditions (including market disruptions, volatility or downturns), 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 event that the Account were to experience significant net participant transfers out of the Account, such transfers could eventually cause the Account’s liquid, fixed-income investments to comprise less than 10% of the Account’s assets (on a net and total basis). Such situations could require the need to execute the TIAA liquidity guarantee. 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, 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 the Account has over time experienced both net inflows (purchases) and net outflows (redemptions) of contract owner investments on an annual basis, there is no guarantee that net outflow or redemption activity will not increase, perhaps in a significant and rapid manner, particularly in response to market cycles in the domestic and foreign securities and commercial real estate markets and other factors.

Alternatively, periods of significant net transfer activity into the Account can result in the Account holding a higher percentage of its net assets in liquid, fixed-income investments than the Account’s managers would target to hold under the Account’s long-term strategy. As of December 31, 2019, the Account’s liquid, fixed-income investments comprised 15.2% 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

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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, fixed-income 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 and Agency securities and other liquid, fixed-income investments. 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.

Joint Venture Investment Risks. Investing in joint ventures 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.

•	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:

•	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;

•	a co-venturer may desire to maximize or minimize leverage in the venture, which may be at odds with the Account’s strategy;

•	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

•	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.

•	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.

•	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.

•	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.

•	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.

•	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.

•	The venture may incur higher than normal levels of investment leverage, including levels that exceed the Account’s typical loan-to-value ratio.

•	A partner that administratively operates a particular co-venture may not sufficiently assess ESG-related criteria when acquiring commercial real property, and any resulting ESG-related concerns with the commercial property

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have the potential in certain circumstances to negatively impact the value of, and subsequent investment returns on, the property.

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:

•	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.

•	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 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.

•	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.

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 multi-family

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.

In addition, some state and local municipal jurisdictions, such as New York City, Washington D.C. and the State of Washington, have enacted legislation which compels building owners to meet standards for energy efficiency or carbon emission limits which may result in unplanned capital expenditures or require amendments to leases or other financial agreements with tenants (which represent a significant portion of building energy consumption) to improve building efficiency. If standards are not met, the Account could be subject to fines and/or other regulatory penalties that may impact the value of non-compliant building held in the Account’s portfolio. Additional state and local jurisdictions (including foreign jurisdictions where the Account could own commercial property) that have committed to achieve carbon reduction, clean energy standards and other ESG-related criteria for commercial real estate may implement similar legislation that could increase costs and negatively impact the performance of such properties in the Account’s portfolio.

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 wasn’t 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.

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Uninsurable Loss Risks. Certain catastrophic losses (e.g., from earthquakes, wars, terrorist acts, nuclear accidents, hurricanes, tsunamis, high winds, wildfires, inland or coastal floods, rising sea levels 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, the Account is 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, the Account may not be able to find adequate coverage from another carrier on favorable terms, which could adversely impact the Account’s investment returns.

Physical Climate Change Related Financial Risks. Many of the Account’s commercial properties are located within geographical regions in the United States and likely foreign jurisdictions in the future that currently are, and in the future will continue to be, affected by increasingly severe and adverse weather conditions across the globe, including, among others, earthquakes, hurricanes, tsunamis, high winds, wildfires, inland or coastal flooding, and rising sea levels. As regions experience changes to the climate and extreme weather events become more frequent and intense, commercial real estate assets within the Account that are located in such regions could be adversely impacted by direct damage to buildings and other improvements thereon and result in loss of revenue, the incurrence of unplanned capital and other expenses not covered by insurance, and increase operating expenses for such properties, including utility, insurance and maintenance costs. Climate related changes and resulting hazards may stress local populations, real estate financing and operational systems, and local infrastructure to the point where such changes and hazards negatively impact local market attractiveness of such properties as investments, rental market growth, and ultimately decrease demand for and value of commercial real estate in such regions. Any resulting losses from such climate changes and hazards could adversely impact the Account’s investment returns.

ESG Criteria Risks. Management of the Account looks to utilize industry recognized environmental, social and governance ("ESG") criteria in its commercial real estate underwriting given TIAA’s view that the application of such criteria, as part of the underwriting process, is beneficial in achieving positive long-term returns for the Account. In its evaluation of commercial real estate opportunities, the Account will take ESG considerations into account as part of the financial assessment of a commercial real estate portfolio asset, and not to achieve a desired outcome or as an investment qualification or screen. Ultimately, the Account will make an investment decision that incorporates ESG criteria only to the extent that the criteria is reasonably expected to enhance the ability to achieve desired returns for the Account. However, the application of ESG criteria may, when coupled with other criteria in the underwriting process, result in the Account deciding to forego some commercial real estate market opportunities that could be beneficial to the Account. Consequently, the Account may underperform other investment vehicles that do not utilize such ESG criteria in selecting portfolio properties.

Foreign Real Property Investment Risks. Investment in foreign commercial real properties, foreign real estate loans, and foreign debt investments may present the following special risks:

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The value of foreign investments or rental income can increase or decrease due to changes or fluctuations in foreign 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 debt investments and 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.

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In managing any domestic or foreign commercial real property investments, the Account may, but is not required to, use or enter into forward currency contracts and foreign currency swaps, and may buy or sell put and call options and futures contracts on foreign currencies as well as other types of derivatives transactions (including interest rate swaps and options, futures contracts or swaps) in order to hedge against the risks of currency or exchange rate uncertainties, interest rate uncertainties and foreign currency or market fluctuations impacting the Account’s domestic or foreign real estate investments. Changes in exchange rates and exchange control regulations or interest rates may increase or reduce the value of domestic or foreign real estate investments. Currency hedging, interest rate hedging and similar transactions involve special risks and may limit potential gains due to increases in a currency’s value or changes in interest rates. 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 or interest rate-related hedging transactions for such real property investments. In addition, the Account could incur additional costs of paying hedge unwind fees, if it has to terminate cross-currency or interest rate swaps, futures contracts or options prematurely due to early repayment of domestic or foreign mortgage loans related to such properties. The Account does not intend to speculate in foreign currency exchange transactions, forward currency contracts, interest rate options, futures contracts or swaps or other types of hedging transactions related to its portfolio of domestic or foreign real property investments.

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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.

•	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.

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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 for the Account to obtain and collect a judgment on foreign investments than on domestic investments, and the costs to the Account that are associated with contesting claims relating to foreign investments may exceed those costs associated with a similar claim on domestic investments.

RISKS OF INVESTING IN REAL ESTATE INVESTMENT TRUST (REIT) 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, 2019, REIT securities comprised approximately 3.0% 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

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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. Certain provisions of recently “Enacted Tax Legislation,” as described under such heading below and related guidance that may be issued by the Treasury and Internal Revenue Service may impact REIT qualification in an unforeseen manner. The Account will continue to monitor such developments.

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 and RMBS, 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 issuers of U.S. Government Securities will not have the funds to meet their payment obligations in the future, and the U.S. Government may change its support of, and policies regarding, Fannie Mae and Freddie Mac, Fannie Mae and Freddie Mac have been operating under conservatorship, with the Federal Housing Finance Administration (“FHFA”) acting as their conservator, since September 2008. The entities are dependent upon the continued support of the U.S. Department of the Treasury and FHFA in order to continue their business operations. These factors, among others, could affect the future status and role of Fannie Mae and Freddie Mac and the value of their securities and the securities which they guarantee. Even if the Account acquired such securities, such changes may have 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 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 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

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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. Additional interest rate-related risk include the following:

•

London Interbank Offered Rate ("LIBOR") Risks. LIBOR is an average interest rate, determined by the ICE Benchmark Administration, that banks charge one another for the use of short-term money. In addition, the terms of many investments, financings or other transactions in the U.S. and globally have been historically tied to LIBOR, which functions as a reference rate or benchmark for various commercial and financial contracts. The United Kingdom’s (“UK”) Financial Conduct Authority has announced plans to discontinue supporting LIBOR and transition away from LIBOR by the end of 2021. There remains uncertainty regarding the future use of LIBOR and the nature of any replacement rate, and any potential effects of the transition away from LIBOR on the Account or on certain instruments in which the Account invests are not known. Various financial industry groups have begun planning for that transition and certain regulators have taken actions to establish alternative reference rates (e.g., the Secured Overnight Financing Rate, which measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities and is intended to replace U.S. dollar LIBOR with certain adjustments). The transition process may involve, among other things, an increase in volatility or illiquidity of markets for instruments that currently rely on LIBOR, a reduction in the value of certain instruments held by the Account or a reduction in the effectiveness of related Account transactions such as hedging transactions. Any such effects, as well as other unforeseen effects, could result in losses to the Account; and

•

Negative Interest Rate Risk. Certain European countries and Japan have pursued negative interest rate policies, the consequences of which are uncertain. A negative interest rate policy is an unconventional central bank monetary policy tool where nominal target interest rates are set with a negative value (i.e., below zero percent) intended to help create self-sustaining growth in the local economy. If a bank charges negative interest, instead of receiving interest on deposits, a depositor must pay the bank fees to keep money with the bank. As a result, certain debt instruments have recently begun to trade at negative yields. Negative interest rates may become more prevalent among foreign (non-U.S.) issuers, and potentially within the U.S. These market conditions may increase the Account’s exposure to the risks associated with rising interest rates. A wide variety of factors can cause interest rates or yields of U.S. Treasury securities (or yields of other types of bonds) to rise. This is especially true under current conditions because, as of the date of this registration statement, interest rates in the United States and in certain foreign markets are at low levels. Thus, the Account currently faces a heightened level of risk associated with rising interest rates. This could be driven by a variety of factors, including, but not limited, to central bank monetary policies, changing inflation or real growth rates, general economic conditions, increasing bond issuances or reduced market demand for low yielding investments. To the extent the Federal Reserve Board continues to raise interest rates, there is a risk that rates across the financial system may rise. To the extent the Account has a bank deposit or holds a debt or mortgage instrument with a negative interest rate to maturity, the Account would generate a negative return on that investment. A number of factors may contribute to debt instruments trading at

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a negative yield. While negative yields can be expected to reduce demand for fixed-income investments trading at a negative interest rate, investors may be willing to continue to purchase such investments for a number of reasons including, but not limited to, price insensitivity, arbitrage opportunities across fixed-income markets or rules-based investment strategies. If negative interest rates become more prevalent in the market, it is expected that investors will seek to reallocate assets to other income-producing assets such as investment-grade and high-yield debt instruments, or equity investments that pay a dividend. This increased demand for higher yielding assets may cause the price of such instruments to rise while triggering a corresponding decrease in yield and the value of debt instruments over time. In addition, a move to higher yielding investments may cause investors, including the Account, to seek fixed-income investments with longer duration and/or potentially reduced credit quality in order to seek the desired level of yield. These considerations may limit the Account’s ability to locate fixed-income instruments containing the desired risk/return profile. Changing interest rates, including, but not limited to, rates that fall below zero, could have unpredictable effects on the markets and may expose fixed-income and related markets to heightened volatility and potential illiquidity, increasing the potential for losses for the Account.

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 ABS. 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 Risk. The Account’s 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 Debt or Loans. The Account may invest from time to time in domestic and foreign mezzanine and other debts or 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 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 Hedging Strategies for Domestic and Foreign Loans and Securities. In managing any domestic or foreign

mezzanine debt or other domestic or foreign loans or securities, the Account may use or enter into forward currency contracts and foreign currency swaps, and may buy or sell put and call options and futures contracts on foreign currencies as well as other types of derivatives transactions (including interest rate swaps and options, futures contracts or swaps) in order to hedge against the risks of exchange rate uncertainties, interest rate uncertainties and foreign currency or market fluctuations impacting the Account’s domestic or foreign loan and securities investments. Changes in exchange rates and exchange control regulations or interest rates may increase or reduce the value of domestic or foreign mezzanine debt or other types of loans and securities. Currency hedging, interest rate hedging and similar transactions involve special risks and may limit potential gains due to increases in a currency’s value or changes in interest rates. 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 or interest rate-related hedging transactions for such loans and securities. In addition, the Account could incur additional costs of paying hedge unwind fees, if it has to terminate cross-currency or interest rate swaps, futures contracts or options prematurely due to early repayment of domestic or foreign mezzanine or other debt or securities. The Account does not intend to speculate in foreign currency exchange transactions, forward currency contracts, interest rate options,

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futures contracts or swaps or other types of hedging transactions relating to its portfolio of domestic and foreign loans and securities.

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 U.S. GOVERNMENT AND GOVERNMENT AGENCY SECURITIES AND CORPORATE OBLIGATIONS

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. U.S. Government securities that are supported by the full faith and credit of the United States present limited credit risk compared to other types of debt securities but are not free of risk. Other U.S. Government securities are supported by the right of the agency or instrumentality to borrow an amount limited to a specific line of credit from the U.S. Treasury or by the discretionary authority of the U.S. Government to purchase financial obligations of the agency or instrumentality, which are thus subject to a greater amount of credit risk than those supported by the full faith and credit of the United States. Still other U.S. Government securities are only supported by the credit of the issuing agency or instrumentality which are subject to greater credit risk as compared to other U.S. Government securities. The maximum potential liability of the issuers of some U.S. Government securities may exceed then current resources, including any legal right to support from the U.S. Treasury. Because the U.S. Government is not obligated by law to support an agency or instrumentality that it sponsors, or such agency’s or instrumentality’s securities, the Account only invests in U.S. Government securities when TIAA determines that the credit risk associated with the obligation is suitable for the Account. It is possible that issuers of U.S. Government securities will not have the funds to meet their payment obligations in the future. Uncertainty regarding the status of negotiations in the U.S. Congress to increase the statutory debt ceiling may increase the risk that the U.S. Government may default on payments on certain U.S. Government securities, including those held by the Account.

In addition, the Account may invest in corporate obligations (such as commercial paper and other types of corporate debt obligations) and while the Account seeks out such holdings in short-term or intermediate-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. On one occasion, the long-term credit rating of the United States has been downgraded by at least one leading rating agency as a result of disagreements within the U.S. Government over raising the debt ceiling to repay outstanding obligations. Similar situations in the future could result in higher interest rates, lower prices of U.S. Treasury securities and increase the costs of various kinds of debt, which may adversely affect the Account.

RISKS OF LIQUID, FIXED-INCOME INVESTMENTS

The Account’s investments in liquid, fixed-income investments, whether real estate-related securities (such as REITs, CMBS or some loans receivable) or non real estate-related securities (such as ABS, MBS, RMBS, CLOs, CMOs, CDOs, cash equivalents and municipal bond securities and other domestic and foreign government and corporate securities), and whether debt or equity, are subject to the following general risks:

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Issuer Risk (often called Financial Risk). The risk that an issuer’s earnings or revenue prospects and overall financial position will deteriorate (or be perceived to deteriorate by market participants, rating agencies, pricing services or otherwise), causing a decline in the value of the issuer’s financial instruments over short or extended periods of time.

Credit Risk. The risk that the issuer of fixed-income investments may not be able or willing to meet interest or principal payments when the payments become due.

Credit Spread Risk. The risk that credit spreads (i.e., the difference in yield between securities that is due to differences in each security’s respective credit quality) may increase when market participants believe that bonds generally have a greater risk of default. Increasing credit spreads may reduce the market values of the Account’s securities. Credit spreads often increase more for lower-rated and unrated securities than for investment-grade securities. In addition, when credit spreads increase, reductions in market value will generally be greater for longer-maturity securities.

Market Volatility, Liquidity and Valuation Risk. The risk that volatile or dramatic reductions in trading activity in securities make it difficult for the Account to properly value its investments and that the Account may not be able to purchase or sell a securities investment at an attractive price, if at all. This risk is particularly acute to the extent the Account holds equity securities, which have experienced significant short-term price volatility in recent years.

Interest Rate Risk. The risk that increases or volatility in interest rates can cause the prices of certain fixed-income investments to decline. This risk is heightened to the extent the Account invests in fixed-income investments and during periods when prevailing interest rates are low. As of the date of this report, interest rates in the United States and in certain foreign markets are near historic lows, which may increase the Account’s exposure to risks associated with rising interest rates. In general, changing interest rates could have unpredictable effects on the markets and may expose fixed-income and related markets to heightened volatility.

Downgrade Risk. The risk that securities are subsequently downgraded should TIAA and/or rating agencies believe the issuer’s business outlook or creditworthiness has deteriorated. If this occurs, the values of these investments may decline, or it may affect the issuer’s ability to raise additional capital for operational or financial purposes and increase the chance of default, as a downgrade may be seen in the financial markets as a signal of an issuer’s deteriorating financial position.

Income Volatility Risk. Income volatility refers to the degree and speed with which changes in prevailing market interest rates diminish the level of current income from the Account’s portfolio of fixed-income securities. The risk of income volatility is that the level of current income from a portfolio of fixed-income securities may decline in certain interest rate environments.

Call Risk. The risk that an issuer will redeem a fixed-income investment prior to maturity. This often happens when prevailing interest rates are lower than the rate specified for the fixed-income investment. If a fixed-income investment is called early, the Account may not be able to benefit fully from the increase in value that other fixed-income investments experience when interest rates decline. Additionally, the Account would likely have to reinvest the payoff proceeds at current yields, which are likely to be lower than the fixed-income investment in which the Account originally invested, resulting in a decline in income.

Prepayment Risk. The risk that, during periods of falling interest rates, borrowers may pay off their loans sooner than expected, forcing the Account to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in income. These risks are normally present in mortgage-backed securities and other asset-backed securities. For example, borrowers have the option to prepay their mortgages. Therefore, the duration of a security backed by home mortgages can shorten depending on borrower prepayment activity. A rise in the prepayment rate and the resulting decline in duration of fixed-income securities held by the Account can result in losses to the Account.

Extension Risk. The risk that, during periods of rising interest rates, borrowers may pay off their mortgage loans later than expected, preventing a Fund 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

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rate and the resulting increase in duration of fixed-income securities held by the Account can result in losses to the Account.

U.S. Government Securities Risk. Securities issued by the U.S. Government or one of its agencies or instrumentalities may receive varying levels of support from the U.S. Government, which could affect the Account’s ability to recover should they default. To the extent the Account invests significantly in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, any market movements, regulatory changes or changes in political or economic conditions that affect the securities of the U.S. Government or its agencies or instrumentalities in which the Account invests may have a significant impact on the Account’s performance.

State and Municipal Investment Risk. Events affecting states and municipalities may adversely affect the Account’s investments and its performance. These events may include severe financial difficulties and continued budget deficits, economic or political policy changes, tax base erosion, state constitutional limits on tax increases, and changes in the credit ratings assigned to state and municipal issuers of debt instruments.

Foreign Securities Investment Risk. Foreign investments, which may include securities of foreign issuers, securities or contracts traded or acquired in non-U.S. markets or on non-U.S. exchanges, or securities or contracts payable or denominated in non-U.S. currencies, can involve special risks that arise from one or more of the following events or circumstances: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets; (5) more limited financial information or difficulties interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and higher volatility in some foreign markets; (7) the impact of political, social or diplomatic events; (8) economic sanctions or other measures by the United States or other governments; (9) the difficulty of evaluating some foreign economic trends; and (10) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country. Brokerage commissions and custodial and transaction costs are often higher for foreign investments, and it may be difficult for the Account to use foreign laws and courts to enforce financial or legal obligations.

Emerging Markets Risk. The risk of foreign investment often increases in countries with emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their financial markets may be very small, share prices of financial instruments in emerging market countries may be volatile and difficult to determine. Financial instruments of issuers in these countries may have lower overall liquidity than those of issuers in more developed countries. In addition, foreign investors such as the Account are subject to a variety of special restrictions in many emerging market countries. The risks outlined above are often more pronounced in “frontier markets” in which the Account may invest. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid. These factors may make investing in frontier market countries significantly riskier than investing in other countries.

Fixed-Income Foreign Investment Risk. Foreign fixed-income securities investments, including securities or contracts payable or denominated in non-U.S. currencies, can involve special risks that arise from one or more of the following events or circumstances: (1) changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets; (5) more limited financial information about the foreign debt issuer or difficulties interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and higher volatility in some foreign markets; (7) the impact of political, social or diplomatic events; (8) economic sanctions or other measures by the United States or other governments; (9) the difficulty of evaluating some foreign economic trends; and (10) the possibility that a foreign government could restrict an issuer from paying principal and interest on its debt obligations to investors outside the country. It may also be difficult to use foreign laws and courts to force a foreign issuer to make principal and interest payments on its debt obligations. In addition, the cost of servicing external debt will also generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. The risks described above often increase in countries with emerging markets. For example, the ability of a foreign sovereign issuer, especially in an emerging market country, to make timely and ultimate payments on its debt obligations may be strongly influenced by the issuer’s balance of payments, including export performance, its access to international credit and investments, fluctuations of interest rates and the extent of its foreign reserves. If a deterioration occurs in the foreign country’s

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balance of payments, it could impose temporary restrictions on foreign capital remittances. In addition, there is a risk of restructuring certain foreign debt obligations that could reduce and reschedule interest and principal payments.

Sovereign Debt Risk. The risk that the issuer of non-U.S. sovereign debt or the governmental authorities that control the repayment of such debt may be unable or unwilling to repay principal or interest when due. This may result from political or social factors, the general economic environment of a country, levels of foreign debt or foreign currency exchange rates, among other possible reasons. To the extent the issuer or controlling governmental authority is unable or unwilling to repay principal or interest when due, the Account may have limited recourse to compel payment in the event of default and could result in losses to the Account.

Supranational Debt Risk. The risk that the issuer of multinational or supranational foreign debt (e.g., the European Union or the International Monetary Fund (IMF)) that controls the repayment of such debt may be unable or unwilling to repay principal or interest when due. This may result from, among other possible reasons, political or social factors (e.g., the sudden or gradual disintegration of the multinational or supranational organization), the general economic environment of the countries or foreign markets that comprise the organization, levels of foreign debt or foreign currency exchange rates. To the extent the issuer or controlling multinational or supranational authority is unable or unwilling to repay principal or interest when due, the Account may have limited recourse to compel payment in the event of default and could result in losses to the Account.

Active Management Risk. The risk that the Account’s strategy, investment selection or trading execution for securities, including REIT stocks, may cause the Account to underperform relative to a stated benchmark index or funds or accounts with similar investment objectives.

Currency Risk. The risk of a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that foreign currency. The overall impact on the Account’s holdings can be significant and long lasting depending on the currencies represented in the portfolio, how each currency appreciates or depreciates in relation to the U.S. dollar, and whether currency positions are hedged. Foreign currency exchange rates may fluctuate significantly over short periods of time, particularly with respect to emerging markets currencies. Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks, or by currency controls or political developments.

Derivatives Risk. The risks associated with investing in derivatives may be different and greater than the risks associated with directly investing in the underlying securities and other instruments. Derivatives such as swaps are subject to risks such as liquidity risk, interest rate risk, market risk, and credit risk. These derivatives involve the risk of mispricing or improper valuation and the risk that the prices of certain options, futures, swaps (including credit default swaps), forwards and other types of derivative instruments may not correlate perfectly with the prices or performance of the underlying security, currency, rate, index or other asset. Certain derivatives present counterparty risk, or the risk of default by the other party to the contract, and some derivatives are, or may suddenly become, illiquid. Some of these risks exist for futures, options and swaps which may trade on established markets. Unanticipated changes in interest rates, securities prices or currency exchange rates may result in poorer overall performance of the Account than if it had not entered into derivatives transactions. The potential for loss as a result of investing in derivatives, and the speed at which such losses can be realized, may be greater than investing directly in the underlying security or other instrument. Derivative investments can create leverage by magnifying investment losses or gains, and the Account could lose more than the amount invested.

Currency Management Strategies Risk. Currency management strategies, including forward currency contracts, may substantially change the Account’s exposure to currency exchange rates and could result in losses to the Account if currencies do not perform as TIAA expects. In addition, currency management strategies, to the extent that such strategies reduce the Account’s exposure to currency risks, may also reduce the Account’s ability to benefit from favorable changes in currency exchange rates. There is no assurance that TIAA’s use of currency management strategies will benefit the Account or that they will be, or can be, used at appropriate times. Furthermore, there may not be a perfect correlation between the amount of exposure to a particular currency and the amount of securities in the portfolio denominated in that currency. Currency markets are generally less regulated than securities markets. Derivatives transactions, especially forward currency contracts and currency-related futures contracts and swap agreements, may involve significant amounts of currency management strategies risk.

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Counterparty and Third Party Risk. Transactions involving a counterparty to a derivative or other instrument, or a third party responsible for servicing the instrument, are subject to the credit risk of the counterparty or third party, and to the counterparties or third party’s ability to perform in accordance with the terms of the transaction. If a counterparty defaults, the Account may have contractual remedies but the Account may be unable to enforce them due to the application of bankruptcy, insolvency and other laws affecting the rights of creditors. Counterparty risk is still present even if a counterparties obligations are secured by collateral because, for example, the Account’s interest in collateral may not be perfected or additional collateral may not be promptly posted as required. The Account is also subject to counterparty risk to the extent it executes a significant portion of its securities or derivatives transactions through a single broker, dealer, or futures commission merchant.

Regulation S and Rule 144A Securities Risk. The risk that SEC Regulation S and Rule 144A securities may be less liquid, and have less disclosure and investor protections, than publicly traded securities. Such securities may involve a high degree of business and financial risk and may result in losses to the Account;

Illiquid Investments Risk. The risk that illiquid investments may be difficult to sell for the value at which they are carried, if at all, or at any price within the desired time frame. Illiquid investments are those that are not reasonably expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Account’s investments in illiquid investments may reduce the returns of the Account because it may be unable to sell the illiquid investment at an advantageous time or price, which could prevent the Account from taking advantage of other investment opportunities. Illiquid investments may trade less frequently, in lower quantities and/or at a discount as compared to more liquid investments, which may cause the Account to receive distressed prices and incur higher transaction costs when selling such investments. Securities that are liquid at the time of purchase may subsequently become illiquid due to events such as adverse developments for an issuer, industry-specific developments, market events, rising interest rates, changing economic conditions or investor perceptions and geopolitical risk.

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.

CONFLICTS OF INTEREST WITHIN TIAA

General. TIAA and its affiliates (including Nuveen Alternatives Advisors, LLC (“NAA”) and Teachers Advisors, LLC (“TAL”), its wholly owned subsidiaries and registered investment advisers, and Nuveen Real Estate, LLC (“NRE”), its wholly owned subsidiary) have interests in other real estate programs and accounts and also engage in other business activities. As such, they will have conflicts of interest in allocating their time between the Account’s business and these other activities. Also, the Account may be buying properties at the same time as TIAA affiliates that may have similar investment objectives to those of the Account. There is also a risk that TIAA will choose a property that provides lower returns to the Account than a property purchased by TIAA and its affiliates. Further, the Account will likely acquire properties in geographic areas where TIAA and its affiliates own or manage properties. In addition, the Account may desire to sell a property at the same time another TIAA affiliate is selling a property in an overlapping market. Conflicts could also arise because some properties owned or managed by TIAA and its affiliates may compete with the Account’s properties for tenants. Among other things, if one of the TIAA entities attracts a tenant that the Account is competing for, the Account could suffer a loss of revenue due to delays in locating another suitable tenant. TIAA has adopted allocation policies and procedures applicable to the purchasing conflicts scenario, but the resolution of such conflicts may be economically disadvantageous to the Account. As a result of TIAA’s and its affiliates’ obligations to TIAA itself and to other current and potential investment vehicles sponsored by TIAA affiliates with similar objectives to those of the Account, there is no assurance that the Account will be able to take advantage of every attractive investment opportunity that otherwise is in accordance with the Account’s investment objectives.

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Liquidity Guarantee. In addition, as discussed elsewhere in this prospectus, the TIAA General Account provides a liquidity guarantee to the Account. While an independent fiduciary is responsible under PTE 96-76 (as defined below) 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 contract owners. Any perception of a conflict of interest could cause contract owners 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.

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 securities lending agent (the “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.

REQUIRED PROPERTY SALES UNDER THE PTE

If TIAA were to own too large a percentage of the Account’s accumulation units through funding the liquidity guarantee (as determined by the Account’s independent fiduciary), the independent fiduciary could, pursuant to its obligations under the prohibited transaction exemption issued to the Account in 1996 by the U.S. Department of Labor ("PTE 96-76"), require the Account to sell commercial real properties or other portfolio assets in the Account to reduce TIAA’s ownership interest. Any such required sales could occur at times and at prices that depress the sale proceeds to the Account and result in losses to the Account.

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 will need to 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”). Generally, a company is an “investment company” and required to register under the Investment Company Act if, among other things, it holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or it is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of such company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis.

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.

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CYBERSECURITY RISKS

With the increased use of connected 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. 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 participants’ 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 and mitigate the risks of cybersecurity attacks or incidents in the future. The Account and its participants could be negatively impacted by such cybersecurity 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

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, 2019. 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	Ownership Percentage	Rentable Area (Sq. ft.)(1)	Percent Leased	Fair Value(2) (millions)
OFFICE PROPERTIES
1001 Pennsylvania Ave	Washington, D.C.	100.00%	766,893	89.4%	$	798.4		(3)
99 High Street	Boston, MA	100.00%	730,210	94.4%	543.7			(3)
Lincoln Centre	Dallas, TX	100.00%	1,625,465	83.0%	413.2
701 Brickell Avenue	Miami, FL	100.00%	684,708	88.4%	406.6			(3)
780 Third Avenue	New York, NY	100.00%	494,423	75.9%	389.1			(3)
Colorado Center	Santa Monica, CA	50.00%	1,128,600	100.0%	384.5			(4)
Four Oaks Place	Houston, TX	51.00%	2,343,612	84.0%	352.8			(4)
Wilshire Rodeo Plaza	Beverly Hills, CA	100.00%	255,891	88.6%	336.4
1900 K Street, NW	Washington, D.C.	100.00%	345,781	95.8%	335.4			(3)
21 Penn Plaza	New York, NY	100.00%	379,960	92.2%	334.9

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Property	Location	Ownership Percentage	Rentable Area (Sq. ft.)(1)	Percent Leased	Fair Value(2) (millions)
Foundry Square II	San Francisco, CA	50.10%	515,370	100.0%	$	318.4
Fort Point Creative Exchange Portfolio	Boston, MA	100.00%	406,857	88.5%	275.0
One Boston Place	Boston, MA	50.25%	805,589	84.2%	246.8
409 & 499 Illinois Street	San Francisco, CA	40.00%	463,985	99.0%	237.5
837 Washington Street	New York, NY	100.00%	55,497	100.0%	232.0
225 Binney Street	Cambridge, MA	70.00%	305,212	100.0%	231.5
88 Kearny Street	San Francisco, CA	100.00%	228,866	96.1%	221.0
1401 H Street, NW	Washington, D.C.	100.00%	356,182	84.3%	211.4			(3)
501 Boylston	Boston, MA	50.10%	610,075	99.3%	206.9			(4)
Fourth and Madison	Seattle, WA	51.00%	845,533	97.0%	167.3			(4)
Campus Pointe 1	San Diego, CA	45.00%	449,759	91.7%	163.5
Campus Pointe 2 & 3	San Diego, CA	45.00%	305,006	100.0%	143.6
440 Ninth Avenue	New York, NY	88.52%	410,815	88.8%	133.1			(4)
Campus Pointe 6	San Diego, CA	45.00%	314,103	100.0%	116.6
1600 Broadway Street	Denver, CO	100.00%	441,391	88.9%	116.0
Vista Station Office Portfolio	Draper, UT	100.00%	400,000	100.0%	115.4			(3)
Pacific Plaza	San Diego, CA	100.00%	218,164	69.8%	112.7
Wilton Woods Corporate Campus	Wilton, CT	100.00%	531,606	77.3%	112.1
150 Industrial Road	San Carlos, CA	98.00%	229,640	100.0%	98.0
101 Pacific Coast Highway	El Segundo, CA	100.00%	24,402	87.7%	96.1
The Ellipse at Ballston	Arlington, VA	100.00%	197,226	80.9%	82.2
1500 Owens	San Francisco, CA	49.90%	158,267	100.0%	81.5
The Hub	Long Island City, NY	95.00%	304,821	33.7%	74.8			(4)
200 Middlefield Road	Menlo Park, CA	100.00%	41,933	87.9%	68.0
West Lake North Business Park	Westlake Village, CA	100.00%	197,366	96.8%	62.3
9625 Towne Centre Drive	San Diego, CA	49.90%	163,648	100.0%	53.1
8270 Greensboro Drive	McLean, VA	100.00%	158,341	71.8%	49.6
Camelback Center	Phoenix, AZ	100.00%	232,615	60.2%	49.0
101 North Tryon Street	Charlotte, NC	85.00%	523,600	83.5%	47.9			(4)
3131 McKinney	Dallas, TX	100.00%	146,551	70.8%	46.4
30700 Russell Ranch	Westlake Village, CA	100.00%	136,262	97.5%	39.0
Campus Pointe 5	San Diego, CA	45.00%	269,048	100.0%	37.4
817 Broadway	New York, NY	61.46%	139,312	23.5%	33.7			(4)
Campus Pointe 4	San Diego, CA	45.00%	44,034	35.0%	9.6
Subtotal—Office Properties				88.1%	$	8,584.4
INDUSTRIAL PROPERTIES
Ontario Industrial Portfolio	Various, CA	100.00%	3,361,599	100.0%	$	506.9
Dallas Industrial Portfolio	Dallas and Coppell, TX	100.00%	3,684,941	94.2%	237.9
Great West Industrial Portfolio	Rancho Cucamonga and Fontana, CA	100.00%	1,358,925	100.0%	203.0
Cerritos Industrial Park	Cerritos, CA	100.00%	934,213	100.0%	164.0
Rainier Corporate Park	Fife, WA	100.00%	1,104,399	97.3%	161.3
Pinto Business Park	Houston, TX	100.00%	1,641,141	82.8%	154.1
Southern CA RA Industrial Portfolio	Los Angeles, CA	100.00%	920,078	89.9%	151.8
Colony Industrial Portfolio	Various, U.S.A.	100.00%	2,237,856	97.7%	135.9
South River Road Industrial	Cranbury, NJ	100.00%	858,957	100.0%	133.5
Seneca Industrial Park	Pembroke Park, FL	100.00%	882,182	99.9%	126.7

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Property	Location	Ownership Percentage	Rentable Area (Sq. ft.)(1)	Percent Leased	Fair Value(2) (millions)
Regal Logistics Campus	Seattle, WA	100.00%	968,535	100.0%	$	121.0
Northern CA RA Industrial Portfolio	Oakland, CA	100.00%	625,447	80.9%	111.9
Oakmont IE West Portfolio	Fontana, CA	100.00%	709,941	100.0%	109.2
Shawnee Ridge Industrial Portfolio	Atlanta, GA	100.00%	1,422,922	98.4%	99.9
Frontera Industrial Business Park	San Diego, CA	100.00%	691,407	98.7%	90.0
Rancho Cucamonga Industrial Portfolio	Rancho Cucamonga, CA	100.00%	573,000	100.0%	88.3
Chicago Caleast Industrial Portfolio	Chicago, IL	100.00%	1,145,152	96.1%	85.6
Northwest Houston Industrial Portfolio	Houston, TX	100.00%	1,010,912	81.1%	77.2
Weston Business Center	Weston, FL	100.00%	455,268	100.0%	75.0
Broward Industrial Portfolio	Various, FL	100.00%	355,088	97.5%	67.7
Pinnacle Industrial Portfolio	Grapevine, TX	100.00%	899,200	80.2%	66.7
Stevenson Point	Newark, CA	100.00%	312,885	100.0%	66.6
Ontario Mills Industrial Portfolio	Ontario, CA	100.00%	435,733	100.0%	65.4
Pacific Corporate Park	Fife, WA	100.00%	388,783	86.7%	62.5
Centre Pointe and Valley View	Los Angeles County, CA	100.00%	307,685	94.4%	60.7
200 Milik Street	Carteret, NJ	100.00%	232,134	100.0%	56.4
Northwest RA Industrial Portfolio	Seattle, WA	100.00%	312,321	100.0%	49.7
Landover Logistics	Landover, MD	100.00%	360,550	100.0%	44.7
Northeast RA Industrial Portfolio	Boston, MA	100.00%	384,126	100.0%	43.5
Atlanta Industrial Portfolio	Lawrenceville, GA	100.00%	495,440	100.0%	41.0
One Beeman Road	Northborough, MA	100.00%	342,900	100.0%	34.6
Otay Mesa Industrial Portfolio	San Diego, CA	100.00%	264,679	57.8%	33.7
Beltway North Commerce Center	Houston, TX	100.00%	352,680	100.0%	30.2
Chicago Industrial Portfolio	Chicago, IL	100.00%	334,824	100.0%	30.1
Riverside 202 Industrial	Phoenix, AZ	100.00%	319,860	100.0%	29.6
10 New Maple	Pine Brook, NJ	100.00%	266,338	95.0%	21.9
Park 10 Distribution	Houston, TX	100.00%	152,638	79.4%	11.1
Subtotal—Industrial Properties				95.3%	$	3,649.3
RETAIL PROPERTIES
SITE Centers Joint Venture	Various, U.S.A.	85.00%	7,077,947	92.8%	$	878.0		(4)
The Florida Mall	Orlando, FL	50.00%	1,108,432	92.4%	748.3			(4)
Fashion Show	Las Vegas, NV	50.00%	1,901,982	96.6%	706.9			(4)
The Forum at Carlsbad	Carlsbad, CA	100.00%	264,915	98.4%	224.0			(3)
Florida Retail Portfolio	Various, FL	80.00%	437,905	99.5%	158.4
Miami International Mall	Miami, FL	50.00%	305,692	96.8%	157.5			(4)
Westwood Marketplace	Los Angeles, CA	100.00%	202,202	100.0%	150.0
West Town Mall	Knoxville, TN	50.00%	950,452	93.4%	144.0			(4)
Valencia Town Center	Valencia, CA	50.00%	942,423	95.3%	136.4			(4)
350 Washington	Boston, MA	100.00%	147,273	92.5%	134.0
Bridgepointe Shopping Center	San Mateo, CA	100.00%	231,519	74.7%	129.0
Plaza America	Reston, VA	100.00%	164,232	81.5%	113.3
Marketfair	West Windsor, NJ	100.00%	243,354	93.9%	106.2
Charleston Plaza	Mountain View, CA	100.00%	132,590	100.0%	100.0
The Shops at Wisconsin Place	Chevy Chase, MD	100.00%	117,202	95.7%	95.6			(5)
Publix at Weston Commons	Weston, FL	100.00%	126,922	94.7%	74.5
South Denver Marketplace	Denver, CO	100.00%	261,135	100.0%	71.2
Pacific City	Huntington Beach, CA	70.00%	189,951	85.8%	62.2			(4)

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Property	Location	Ownership Percentage	Rentable Area (Sq. ft.)(1)	Percent Leased	Fair Value(2) (millions)
32 South State Street	Chicago, IL	100.00%	96,354	100.0%	$	51.4		(3)
Southside at McEwen	Franklin, TN	100.00%	92,470	94.6%	49.2
401 West 14th Street	New York, NY	42.19%	62,200	92.1%	44.8			(4)
Riverchase Village	Hoover, AL	100.00%	175,673	94.4%	40.3
1619 Walnut Street	Philadelphia, PA	100.00%	34,047	100.0%	23.0
Subtotal—Retail Properties				93.9%	$	4,398.2
OTHER PROPERTIES
Storage Portfolio II	Various, U.S.A.	90.00%	2,674,316	93.7%	$	130.5		(4)
Storage Portfolio I	Various, U.S.A.	66.02%	1,683,513	92.9%	93.6			(4)
Lincoln Centre - Hilton Dallas	Dallas, TX	100.00%	384,791	66.9%	76.5
Storage Portfolio III	Various, U.S.A.	90.00%	88,205	91.2%	37.3
Almond Avenue	Fontana, CA	100.00%	N/A	N/A	9.5			(6)
I-35 Logistics Center	Fort Worth, TX	95.00%	N/A	N/A	6.9			(6)
Subtotal—Other Properties				91.2%	$	354.3
Subtotal—Commercial Properties				92.7%	$	16,986.2
RESIDENTIAL PROPERTIES
Simpson Housing Portfolio	Various, U.S.A.	80.00%	N/A	94.0%	$	431.2		(4)
Palomino Park	Highlands Ranch, CO	100.00%	N/A	92.1%	361.0			(3)
The Colorado	New York, NY	100.00%	N/A	97.7%	259.0			(3)
THP Student Housing Portfolio	Various, U.S.A.	97.00%	N/A	95.1%	186.8			(4)
The Woodley	Washington, D.C.	100.00%	N/A	94.3%	180.3
Stella	Marina Del Rey, CA	100.00%	N/A	91.4%	175.1
Mass Court	Washington, D.C.	100.00%	N/A	91.6%	168.9
The Louis at 14th	Washington, D.C.	100.00%	N/A	95.1%	164.2
Houston Apartment Portfolio	Houston, TX	100.00%	N/A	88.8%	162.3
Holly Street Village	Pasadena, CA	100.00%	N/A	95.2%	158.1			(3)
BLVD63	San Diego, CA	100.00%	N/A	89.0%	158.0
Larkspur Courts	Larkspur, CA	100.00%	N/A	91.1%	155.0
The Legacy at Westwood	Los Angeles, CA	100.00%	N/A	92.5%	149.1			(3)
Terra House	San Jose, CA	100.00%	N/A	89.9%	146.0
250 North 10th Street	Brooklyn, NY	100.00%	N/A	95.3%	138.1
The Manor at Flagler Village	Fort Lauderdale, FL	100.00%	N/A	89.5%	138.1
The Palatine	Arlington, VA	100.00%	N/A	93.1%	128.0			(3)
Union - South Lake Union	Seattle, WA	100.00%	N/A	97.9%	115.0			(3)
MiMA	New York, NY	70.00%	N/A	99.8%	113.0			(4)
Ashford Meadows Apartments	Herndon, VA	100.00%	N/A	92.5%	105.3			(3)
Regents Court	San Diego, CA	100.00%	N/A	91.6%	105.0			(3)
Henley at Kingstowne	Alexandria, VA	100.00%	N/A	92.5%	103.0			(3)
Casa Palma	Coconut Creek, FL	100.00%	N/A	91.4%	102.0
Circa Green Lake	Seattle, WA	100.00%	N/A	92.0%	102.0			(3)
Rancho Del Mar	San Clemente, CA	100.00%	N/A	92.0%	94.7
Oceano at Warner Center	Woodland Hills, CA	100.00%	N/A	91.4%	94.4
803 Corday	Naperville, IL	100.00%	N/A	93.0%	93.8
Creekside Alta Loma	Rancho Cucamonga, CA	100.00%	N/A	92.8%	85.2
Fusion 1560	St. Petersburg, FL	100.00%	N/A	89.2%	84.1			(3)

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Property	Location	Ownership Percentage	Rentable Area (Sq. ft.)(1)	Percent Leased	Fair Value(2) (millions)
Greene Crossing	Columbia, SC	100.00%	N/A	99.9%	$	79.7
Sole at Brandon	Riverview, FL	100.00%	N/A	93.2%	79.0
The District at La Frontera	Austin, TX	100.00%	N/A	92.0%	76.6			(3)
Centric Gateway	Charlotte, NC	100.00%	N/A	85.2%	75.0
Biltmore at Midtown	Atlanta, GA	100.00%	N/A	87.0%	73.5			(3)
Churchill on the Park	Dallas, TX	100.00%	N/A	90.4%	73.0
The Residences at the Village of Merrick Park	Coral Gables, FL	100.00%	N/A	94.2%	72.3
Prescott Wallingford Apartments	Seattle, WA	100.00%	N/A	92.9%	70.6
Ascent at Windward	Alpharetta, GA	100.00%	N/A	87.8%	68.4			(3)
Carrington Park	Plano, TX	100.00%	N/A	90.1%	67.3
The Bridges	Minneapolis, MN	100.00%	N/A	95.5%	67.2
Lofts at SoDo	Orlando, FL	100.00%	N/A	92.5%	64.7			(3)
Allure at Camarillo	Camarillo, CA	100.00%	N/A	92.1%	63.9
Boca Arbor Club	Boca Raton, FL	100.00%	N/A	94.4%	62.9
5 West	Tampa, FL	100.00%	N/A	88.1%	62.3
Cherry Knoll	Germantown, MD	100.00%	N/A	91.0%	60.1			(3)
Westcreek	Westlake Village, CA	100.00%	N/A	87.3%	57.1
The Maroneal	Houston, TX	100.00%	N/A	87.1%	56.4
Glen Lake	Atlanta, GA	100.00%	N/A	92.2%	55.3
Orion on Orpington	Orlando, FL	100.00%	N/A	99.2%	52.4
The Manor Apartments	Plantation, FL	100.00%	N/A	93.9%	51.5
Lakepointe at Jacaranda	Plantation, FL	100.00%	N/A	95.1%	48.8
Cliffs at Barton Creek	Austin, TX	100.00%	N/A	88.6%	47.2
The Cordelia	Portland, OR	100.00%	N/A	89.6%	43.2
The Knoll	Minneapolis, MN	100.00%	N/A	95.1%	37.3			(3)
The Ashton	Washington, D.C.	100.00%	N/A	87.8%	30.6
Subtotal—Residential Properties				93.0%	$	6,053.0
Total—All Properties				92.8%	$	23,039.2

(1)	The square footage is an approximate measure and is subject to periodic remeasurement.

(2)	Wholly owned properties are represented at fair value and gross of any debt, while joint venture properties are represented at the net equity value.

(3)	Property is subject to a mortgage. The fair value shown represents the Account's interest gross of debt.

(4)	The fair value reflects the Account's interest in the joint venture and is net of debt.

(5)	Fair value shown reflects a retail property wholly-owned by the Account, as well as the Account's 33.33% interest in a joint venture investment.

(6)	Investment represents land currently under development.

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Commercial (Non-Residential) Investments

Major Tenants: The following tables list the Account’s ten most significant tenants based on the total space they occupied as of December 31, 2019 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)		1,103,312			5.6	%		1.6	%
WeWork(3)		434,881			2.2	%		0.6	%
Crowell & Moring LLP(2)		391,757			2.0	%		0.6	%
Bank of America(3)		325,950			1.7	%		0.5	%
Atmos Energy Corporation(2)		312,238			1.6	%		0.5	%
Biogen MA Inc(1)		305,212			1.6	%		0.5	%
Eli Lilly and Company(1)		305,006			1.6	%		0.5	%
Hulu LLC(1)		261,823			1.3	%		0.4	%
Fibrogen Inc(1)		238,707			1.2	%		0.4	%
Mylan Pharmaceuticals Inc.(1)		229,640			1.2	%		0.3	%

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			3.5	%		1.6	%
Regal West Corporation (2)		968,535			3.1	%		1.4	%
Restoration Hardware, Inc.(2)		886,052			2.8	%		1.3	%
Kumho Tire U.S.A. Inc.(2)		830,485			2.7	%		1.2	%
Del Monte Fresh Product, N.A., Inc.(2)		689,660			2.2	%		1.0	%
R.R Donnelley & Sons Company (2)		659,157			2.1	%		1.0	%
Rheem Sales Company, Inc.(2)		656,600			2.1	%		1.0	%
Global Equipment Company, Inc.(2)		647,228			2.1	%		1.0	%
Campbell Soup Supply Company (2)		573,000			1.8	%		0.8	%
Meiko America, Inc.(2)		557,500			1.8	%		0.8	%

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)		564,453			3.3	%		0.8	%
Macy's Inc. (1)		496,603			2.9	%		0.7	%
Belk, Inc. (1)		372,812			2.2	%		0.6	%
Kohl's Corporation (1)		349,777			2.1	%		0.5	%
J.C. Penney Corporation, Inc (1)		330,096			1.9	%		0.5	%
PetSmart, Inc.(3)		313,559			1.8	%		0.5	%
Best Buy Co., Inc. (3)		313,219			1.8	%		0.5	%
Nordstrom Inc. (3)		304,610			1.8	%		0.4	%
Bed Bath and Beyond Inc. (3)		274,897			1.6	%		0.4	%
Ross Stores, Inc. (1)		268,728			1.6	%		0.4	%

(1)	Tenant occupied space within joint venture investments.

(2)	Tenant occupied space within wholly-owned investments.

(3)	Tenant occupied space within wholly-owned and joint venture investments.

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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 2030 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, 2019 or are month to month leases.

Office Properties

Year of Lease Expiration		Number of Tenants with Expiring Leases			Base Rent Associated with Such Leases (millions)(1)				Expiring Rent as a % of Rental Income(1)			Rentable Area Subject to Expiring Leases (sq. ft.)			% of Total Rentable Area of Account’s Office Properties Represented by Expiring Leases
2020		154			$	42.5			2.4	%		1,655,972			8.5	%
2021		124			55.5				3.1	%		2,364,874			12.1	%
2022		124			34.5				1.9	%		1,819,315			9.3	%
2023		89			45.5				2.5	%		1,380,512			7.1	%
2024		84			34.1				1.9	%		1,676,625			8.6	%
2025		74			55.8				3.1	%		1,454,158			7.4	%
2026		41			33.1				1.8	%		1,362,107			7.0	%
2027		22			18.8				1.0	%		799,394			4.1	%
2028		35			27.4				1.5	%		1,198,988			6.1	%
2029		22			12.3				0.7	%		455,966			2.3	%
Thereafter		54			128.4				7.2	%		3,017,906			15.4	%
Total		823			$	487.9			27.1	%		17,185,817			87.9	%

Industrial Properties

Year of Lease Expiration		Number of Tenants with Expiring Leases			Base Rent Associated with Such Leases (millions)(1)				Expiring Rent as a % of Rental Income(1)			Rentable Area Subject to Expiring Leases (sq. ft.)			% of Total Rentable Area of Account’s Industrial Properties Represented by Expiring Leases
2020		98			$	16.0			0.9	%		5,588,133			18.0	%
2021		104			18.9				1.1	%		6,162,686			19.8	%
2022		110			18.6				1.0	%		5,841,382			18.8	%
2023		81			17.4				1.0	%		5,333,041			17.1	%
2024		82			12.6				0.7	%		3,419,781			11.0	%
2025		32			6.6				0.4	%		1,035,026			3.3	%
2026		9			2.2				0.1	%		492,561			1.6	%
2027		11			2.8				0.2	%		553,062			1.8	%
2028		5			2.5				0.1	%		612,157			2.0	%
2029		3			0.6				—	%		142,306			0.5	%
Thereafter		5			1.0				0.1	%		312,451			1.0	%
Total		540			$	99.2			5.6	%		29,492,586			94.9	%

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Retail Properties

Year of Lease Expiration		Number of Tenants with Expiring Leases			Base Rent Associated with Such Leases (millions)(1)				Expiring Rent as a % of Rental Income(1)			Rentable Area Subject to Expiring Leases (sq. ft.)			% of Total Rentable Area of Account’s Retail Properties Represented by Expiring Leases
2020		270			$	17.1			1.0	%		1,238,038			8.1	%
2021		281			19.4				1.1	%		1,852,164			12.1	%
2022		252			16.3				0.9	%		2,196,998			14.4	%
2023		251			19.5				1.1	%		1,679,198			11.0	%
2024		218			19.5				1.1	%		1,568,556			10.3	%
2025		174			20.7				1.2	%		1,318,388			8.6	%
2026		108			11.0				0.6	%		1,253,925			8.2	%
2027		85			8.1				0.5	%		619,466			4.1	%
2028		60			5.9				0.3	%		500,067			3.3	%
2029		51			3.1				0.2	%		349,298			2.3	%
Thereafter		50			15.2				0.8	%		1,610,421			10.5	%
Total		1,800			$	155.8			8.8	%		14,186,519			92.9	%

(1)	Includes base rent from wholly-owned properties and properties held through joint ventures.

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, 2019.

	Leasing Activity (sq. ft.)
Vacant space beginning of year	5,888,086
Vacant space acquired during the year	364,706
Vacant space disposed of during the year	(28,723	)
Vacant space placed into service during the year	(9,651,602	)
Expiring leases during the year	8,593,975
Vacant space end of year	5,166,442
Average remaining lease term*	48 months

^*Includes office, industrial and retail properties.

Based on leases in place at December 31, 2019, leases representing approximately 12.6% of net rentable area are scheduled to expire throughout 2020. Rents associated with such lease expirations are generally at or below prevailing market rents in the Account’s primary metropolitan markets.

Residential Investments

The Account’s residential property investment portfolio is comprised of first class or luxury multi-family, garden, mid-rise, and high-rise apartment buildings. 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 responsible for the expenses of operating its residential properties. As of December 31, 2019, the Account’s residential properties had an aggregate fair value of approximately $6.1 billion.

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The following table contains detailed information regarding the apartment complexes in the Account’s portfolio as of December 31, 2019.

Property		Location		Number Of Units			Average Unit Size (Sq. Ft.)
5 West		Tampa, FL		318			978
250 North 10th Street		Brooklyn, NY		234			676
803 Corday		Naperville, IL		440			937
Allure at Camarillo		Camarillo, CA		165			880
Ascent at Windward		Alpharetta, GA		328			1,075
Ashford Meadows Apartments		Herndon, VA		440			1,050
Avana		San Clemente, CA		250			841
Biltmore at Midtown		Atlanta, GA		276			766
BLVD 63(2)		San Diego, CA		913			361
Boca Arbor Club		Boca Raton, FL		304			896
Carrington Park		Plano, TX		364			936
Casa Palma		Coconut Creek, FL		350			1,123
Centric Gateway		Charlotte, NC		297			890
Cherry Knoll		Germantown, MD		300			968
Churchill on the Park		Dallas, TX		448			868
Circa Green Lake		Seattle, WA		199			765
Cliffs at Barton Creek		Austin, TX		210			952
Creekside Alta Loma		Rancho Cucamonga, CA		290			887
District at La Frontera		Austin, TX		512			920
Fusion 1560		St. Petersburg, FL		325			833
Glen Lake		Atlanta, GA		270			1,199
Greene Crossing(2)		Columbia, SC		726			444
Henley at Kingstowne		Alexandria, VA		358			930
Holly Street Village		Pasadena, CA		374			879
Houston Apartment Porfolio(1)		Houston, TX		877			1,158
Lakepointe at Jacaranda		Plantation, FL		246			880
Larkspur Courts		Larkspur, CA		248			1,001
Lofts at SoDo		Orlando, FL		308			961
Mass Court		Washington, DC		371			834
MiMA		New York, NY		500			739
Oceano at Warner Center		Woodland Hills, CA		244			935
Orion on Orpington(2)		Orlando, FL		624			324
Palomino Park(1)		Highlands Ranch, CO		1,184			1,100
Prescott Wallingford Apartments		Seattle, WA		154			665
Regents Court		San Diego, CA		251			886
Simpson Housing Portfolio(1)		Various, U.S.A.		3,827			1,010
Sole at Brandon		Riverview, FL		366			1,060
Stella		Marina Del Rey, CA		244			970
Terra House		San Jose, CA		348			814
The Ashton		Washington, D.C.		49			1,600
The Bridges(2)		Minneapolis, MN		359			523
The Colorado		New York, NY		175			876
The Cordelia		Portland, OR		135			667
The Knoll(2)		Minneapolis, MN		226			459

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Property		Location		Number Of Units			Average Unit Size (Sq. Ft.)
The Legacy at Westwood		Los Angeles, CA		187			1,181
The Louis at 14th		Washington, DC		268			665
The Manor Apartments		Plantation, FL		197			977
The Manor at Flagler Village		Fort Lauderdale, FL		382			964
The Maroneal		Houston, TX		309			928
The Palatine		Arlington, VA		262			1,055
The Residences at the Village of Merrick Park		Coral Gables, FL		120			1,231
The Woodley		Washington, DC		212			1,117
THP Student Housing Portfolio(1)(2)		Various, U.S.A.		4,143			433
Union - South Lake Union		Seattle, WA		284			696
Westcreek		Westlake Village, CA		126			951

(1)	Represents a portfolio containing multiple properties.

(2)	Investment is a student housing asset. Units are rented per bedroom, and multiple bedrooms can exist in one apartment.

Other Real Estate Investments

In addition to the Account's commercial and residential real estate investments, the Account has other real estate investments comprised of three storage portfolios, two properties under development, and a hotel. The storage portfolios are held through joint ventures with an established operator in the self-storage industry. The storage portfolios are diversified throughout the United States, with exposure present in more than twenty metropolitan areas. The properties under development are industrial sites located in metropolitan areas where tenant demand for space is strong and is expected to continue over the long term. The development properties are scheduled for completion in 2021. The hotel, located in Dallas, TX, is located within the Lincoln Centre campus, which is also the location of an office property held by the Account.

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.

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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 annuity contract. For the period from January 1, 2019 to December 31, 2019, the high and low accumulation unit values for the Account were $440.422 and $416.977, respectively. For the period January 1, 2018 to December 31, 2018, the high and low accumulation unit values for the Account were $418.185 and $397.520, respectively.

Holders. The approximate number of Account contract owners at December 31, 2019 was 1,035,232.

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,
		2019				2018				2017				2016				2015
Investment income:
Real estate income, net		$	572.9			$	561.8			$	582.0			$	546.4			$	486.2
Income from real estate joint ventures and funds		214.0				204.7				214.1				161.8				140.1
Dividends and interest		196.2				171.2				80.4				58.9				57.6
Total investment income		983.1				937.7				876.5				767.1				683.9
Expenses		208.9				192.8				205.2				202.0				182.9
Investment income, net		774.2				744.9				671.3				565.1				501.0
Net realized and unrealized gains on investments and loans payable		652.8				436.7				387.1				619.8				1,145.4
Net increase in net assets resulting from operations		1,427.0				1,181.6				1,058.4				1,184.9				1,646.4
Participant transactions, net		38.3				(281.6		)		(420.5		)		759.8				884.6
Net increase in net assets		$	1,465.3			$	900.0			$	637.9			$	1,944.7			$	2,531.0
		Years Ended December 31,
		2019				2018				2017				2016				2015
Total assets		$	30,209.9			$	28,818.2			$	27,453.6			$	26,985.2			$	24,399.4
Total liabilities		2,902.0				2,975.6				2,511.0				2,680.5				2,039.4
Total net assets		$	27,307.9			$	25,842.6			$	24,942.6			$	24,304.7			$	22,360.0
Number of per accumulation unit amounts		60.8				60.7				61.3				62.4				60.4
Net asset value, per accumulation unit		$	440.422			$	417.416			$	398.329			$	381.636			$	362.773
Loans payable and line of credit		$	2,615.0			$	2,608.0			$	2,238.3			$	2,332.1			$	1,794.4

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Quarterly Selected Financial Data

The following quarterly selected unaudited financial data for each full quarter presented are derived from the Consolidated Financial Statements of the Account for the years ended December 31, 2019 and 2018 (millions).

		2019																Year Ended December 31, 2019
		For the Three Months Ended
		March 31				June 30				September 30				December 31
Investment income, net		$	172.4			$	208.4			$	202.4			$	191.0			$	774.2
Net realized and unrealized gain on investments and loans payable		270.4				140.3				110.1				132.0				652.8
Net increase in net assets resulting from operations		$	442.8			$	348.7			$	312.5			$	323.0			$	1,427.0
Total return		1.71		%		1.32		%		1.17		%		1.19		%		5.51		%
		2018																Year Ended December 31, 2018
		For the Three Months Ended
		March 31				June 30				September 30				December 31
Investment income, net		$	179.9			$	200.6			$	178.0			$	186.4			$	744.9
Net realized and unrealized gain on investments and loans payable		55.0				204.8				119.2				57.7				436.7
Net increase in net assets resulting from operations		$	234.9			$	405.4			$	297.2			$	244.1			$	1,181.6
Total return		0.95		%		1.63		%		1.17		%		0.95		%		4.79		%

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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:

•

General Risks of Acquiring and Owning Real Property. 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);

•

General Risks of Selling Real Estate Investments. 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 and Appraisal Risk. 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 Risk. 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;

•

Investment and Cash Management Risks Associated with Participant Transactions. 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-

40

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real estate-related investments in the Account during times of appreciating real estate values can impair the Account’s overall return;

•

Joint Venture Investment Risk. The risks associated with joint ventures and real estate funds, including the risk that a co-venturer or fund manager may have interests or goals inconsistent with that of the Account, that a co-venturer or fund manager 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;

•	Real Estate Regulatory Risk. Uncertainties associated with environmental liability and regulations and other governmental regulatory matters such as zoning laws, rent control laws, and property taxes;

•

Environmental Risk. The risks that the Account may be liable for damage to the environment or injury to individuals caused by hazardous substances used or found on its properties. Federal and state environmental laws may also impose restrictions on the manner in which a property may be used, impose significant costs for environmental clean-up relating to certain real property investments (including remediating contaminated property), and require the Account to acquire third-party insurance related to environmental risks, all of which could adversely impact the Account’s investment returns;

•

Uninsurable Loss Risk. Certain catastrophic losses (e.g., from earthquakes, wars, terrorist acts, nuclear accidents, hurricanes, tsunamis, high winds, wildfires, inland or coastal floods, rising sea levels or environmental or industrial hazards or accidents) may be uninsurable or so expensive to insure against that it is economically disadvantageous for the Account to buy insurance to cover such losses. In such an event, the catastrophic losses could adversely impact the Account’s investment returns;

•

Physical Climate Change Related Financial Risk. Many of the Account’s commercial real estate assets are located within geographical regions in the United States and foreign jurisdictions that currently are, and in the future will continue to be, adversely impacted by increasingly severe and adverse weather conditions across the globe, including, among others, earthquakes, hurricanes, tsunamis, high winds, wildfires, inland or coastal flooding, and rising sea levels. Any resulting losses from such climate-related changes and hazards could adversely impact the Account’s investment returns;

•	ESG Criteria Risk. The risks that the Account’s utilization of ESG criteria in its commercial real estate underwriting may result in the Account foregoing some commercial real estate market opportunities that could be beneficial to the Account. Consequently, the Account may underperform other investment vehicles that do not utilize such ESG criteria in selecting portfolio properties;

•

Foreign Real Property Investment Risk. Foreign commercial real properties, foreign real estate loans, and foreign debt investments may experience unique risks such as changes in currency exchange rates, imposition of market controls or currency exchange controls, seizure, expropriation or nationalization of assets, political, social or diplomatic events or unrest, regulatory and taxation risks and risks associated with enforcing judgments in foreign countries that could cause the Account to lose money. The risks described above often increase in countries with emerging markets;

•

Risk of Investing in REIT Securities. Investments in REIT securities 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;

•

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 and RMBS, 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, are subject to prepayment risk or extension risk and are highly sensitive to changes in interest rates, liquidity of the secondary market, economic conditions impacting financial institutions and the credit markets generally, and changes in governmental policies impacting Fannie Mae and Freddie Mac and/or U.S. Government programs related to mortgages that may be implemented in the future;

41

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•

Risks of Investing in Mortgage Loans and Related Investments. Because the Account’s investment strategy includes investments in mortgage loans (i.e., the Account serving as lender), the Account will be subject to the risks inherent in making mortgage loans, including, among others, (i) borrower default, bankruptcy and insolvency that results in the Account being unable to recover some or all of its original investment, (ii) mechanic’s or tax liens that may have priority over the Account’s security interest, (iii) a deterioration in the financial condition of tenants, (iv) changes in interest rates for the Account’s variable-rate mortgage loans and other debt instruments that may increase or decrease the investment’s yield, (v) the risk that borrowers pay off their mortgage loans earlier or later than expected resulting in a decline in income, and (vii) the costs of hedging strategies for domestic and foreign loans or securities that may increase the Account’s transactions costs and reduce its performance;

•

Risks of U.S. Government and Government Agency Securities and Corporate Obligations.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, which could adversely affect the pricing and value of such securities. Such securities are also subject market movements, regulatory changes, changes in political or economic conditions or downgrades or threatened downgrades of the credit rating for U.S. Government obligations generally that could negatively impact the value of the securities and the Account’s ability to dispose of the security at a favorable time. U.S. Government securities generally present limited credit risk compared to other types of debt securities but are not free from risk. In addition, the Account’s investment in corporate obligations (such as commercial paper and other types of corporate debt) may be subject to general dislocations in the finance or credit markets, fluctuations in transaction activity that could impair the Account’s ability to dispose of a corporate debt security at a favorable time, and the risk that the credit quality of the corporate issuer will deteriorate, any of which could have a negative impact on the value of the investment; and

•	Risks of Liquid, Fixed-Income Investments and Other Securities. Risks associated with investments in liquid, fixed-income investments and 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:

•	Issuer Risk (Financial risk)-The risk that the issuer will not be able to pay principal and interest when due or that the issuer’s earnings will fall;

•	Credit Risk (a type of Issuer Risk)-The risk that the issuer of fixed-income investments may not be able or willing to meet interest or principal payments when the payments become due;

•

Credit Spread Risk-The risk that credit spreads (i.e., the difference in yield between securities that is due to differences in each security’s respective credit quality) may increase when market participants believe that bonds or other fixed-income securities generally have a greater risk of default, which could result in a decline in the market values of the Account’s debt or other fixed-income securities;

•	Market Volatility, Liquidity and Valuation Risk (types of Market Risk)-The risk that the changing conditions in financial markets may cause the Account’s investments to experience price volatility;

•	Interest Rate Risk (a type of Market Risk)-The 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;

•	Downgrade Risk-The risk that securities are subsequently downgraded should TIAA and/or rating agencies believe the issuer’s business outlook or creditworthiness has deteriorated.

•	Income Volatility Risk-The risk that the level of current income from a portfolio of fixed-income investments may decline in certain interest rate environments;

•	Call Risk-The risk that, during periods of falling interest rates, an issuer may call (or repay) a fixed-income security prior to maturity, resulting in a decline in the Account’s income;

•	Prepayment Risk-The risk that, during periods of falling interest rates, borrowers may pay off their loans sooner than expected, forcing the Account to reinvest the unanticipated proceeds at lower interest rates and resulting in a decline in income;

•	Extension Risk-The risk that, during periods of rising interest rates, borrowers may pay off their mortgage and other loans later than expected, preventing the Account from reinvesting principal proceeds at higher interest rates and resulting in less income than potentially available;

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•

U.S. Government Securities Risk-Securities issued by the U.S. Government or one of its agencies or instrumentalities may receive varying levels of support from the U.S. Government, which could affect the Account’s ability to recover should they default. To the extent the Account invests significantly in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, any market movements, regulatory changes or changes in political or economic conditions that affect the securities of the U.S. Government or its agencies or instrumentalities in which the Account invests may negatively impact the Account’s performance;

•	State and Municipal Investment Risk-The risk that events affecting states and municipalities, including severe financial difficulties and continued budget deficits, may adversely impact the Account’s investments and its performance;

•

Foreign Securities Risk-Foreign securities investments may experience unique risks such as changes in currency exchange rates, imposition of market controls or currency exchange controls, seizure, expropriation or nationalization of assets, and political, social or diplomatic events or unrest that could cause the Account to lose money. The risks described above often increase in countries with emerging markets;

•

Emerging Markets Risk-The risk of foreign investment often increases in countries with emerging markets. For example, these countries may have more unstable governments than developed countries, and their economies may be based on only a few industries. Because their financial markets may be very small, share prices of financial instruments in emerging market countries may be volatile and difficult to determine. Financial instruments of issuers in these countries may be less liquid than those of issuers in more developed countries. In addition, foreign investors such as the Fund are subject to a variety of special restrictions in many emerging market countries. Frontier markets are those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, the risks of investing in emerging markets are magnified in frontier markets;

•

Fixed-Income Foreign Investment Risk-Investment in fixed-income securities or financial instruments of foreign issuers involves increased risks due to adverse issuer, political, regulatory, currency, market or economic developments. These developments may impact the ability of a foreign debt issuer to make timely and ultimate payments on its debt obligations to the Account or impair the Account’s ability to enforce its rights against the foreign debt issuer. These risks are heightened in emerging or developing markets. Foreign fixed-income investments may also be less liquid and more difficult to value than fixed-income investments in U.S. issuers;

•	Sovereign Debt Risk-The risk that the issuer of non-U.S. sovereign debt or the governmental authorities that control the repayment of such debt may be unable or unwilling, due to social, political or economic factors, to repay principal or interest when due, resulting in losses to the Account;

•

Supranational Debt Risk-The risk that the issuer of multinational or supranational foreign debt (e.g., the European Union or the International Monetary Fund (IMF)) that controls the repayment of such debt may be unable or unwilling, due to social, political or economic factors such as the sudden or gradual disintegration of the multinational or supranational organization, to repay principal or interest when due, resulting in losses to the Account;

•	Active Management Risk-The risk that the Account’s investment strategy, investment selection or trading execution may cause the Account to underperform relative to a comparison index or accounts or issuers with similar investment objectives;

•	Currency Risk-The risk that foreign (non-U.S.) currencies may decline in value relative to the U.S. dollar and adversely affect the value of the Account’s investments in foreign currencies, securities denominated in foreign currencies or derivative instruments that provide exposure to foreign currencies;

•

Derivatives Risk-The risks associated with investing in derivatives and other types of hedging strategies may be different and greater than the risks associated with directly investing in the underlying securities and other instruments. The Account may use futures, options, or forwards, and the Account may also use more complex derivatives such as swaps that might present liquidity, credit and counterparty risk. When investing in derivatives, the Account may lose more than the principal amount invested;

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•	Currency Management Strategies Risk-Currency management strategies, including the use of forward currency contracts and other derivatives, may substantially change the Account’s exposure to currencies and currency exchange rates and could result in losses to the Account if currencies do not perform as TIAA anticipates;

•	Counterparty and Third Party Risk-The Account’s transactions involving a counterparty to a derivative or other instrument, or to a third party responsible for servicing the instrument, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability to perform in accordance with the terms of the transaction;

•	Regulation S and Rule 144A Securities Risk-The risk that SEC Regulation S and Rule 144A securities may be less liquid, and have less disclosure and investor protections, than publicly traded securities. Such securities may involve a high degree of business and financial risk and may result in losses to the Account;

•	Illiquid Investments Risk-The risk that illiquid investments may be difficult for the Account to sell for the value at which they are carried, if at all, or at any price within the desired time frame; and

•	Deposit/Money Market Risk-The risk 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 is preliminary for the year or quarter ended December 31, 2019 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.

2019 U.S. ECONOMIC AND COMMERCIAL REAL ESTATE OVERVIEW

Economic Overview and Outlook

Key Macro Economic Indicators*

				Actuals								Forecast
		2019		1Q 2019		2Q 2019		3Q 2019		4Q 2019		2020		2021
Economy(1)
Gross Domestic Product ("GDP")		2.3%		3.1%		2.0%		2.1%		2.1%		1.8%		1.9%
Employment Growth (Thousands)		2,096		417		477		609		593		1,584		1,296
Unemployment Rate		3.7%		3.8%		3.7%		3.5%		3.5%		3.6%		3.7%
Interest Rates(2)
10 Year Treasury		2.1%		2.7%		2.3%		1.8%		1.8%		1.9%		2.1%

Sources: Blue Chip Economic Indicators, Blue Chip Financial Forecasts, BEA, Bureau of Labor Statistics, Federal Reserve 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 period.

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According to the Bureau of Labor Statistics, the U.S. economy added 593,000 jobs during the fourth quarter of 2019, with an average of 186,000 jobs per month over the past three months, exceeding the 12-month average of 176,000. The unemployment rate remained at 3.5%, maintaining the lowest U.S. unemployment rate in over fifty years. The strength of the labor market paired with steady business and consumer confidence continue to serve as the key drivers to U.S. economic growth.

The Federal Open Market Committee ("Committee") unanimously maintained the target range of the federal funds rate at 1.50%-1.75% in its December meeting. The Committee indicated that no additional cuts are expected in 2020, with rate increases equally unlikely. The current target range is "appropriate to support sustained economic activity, strong labor market conditions, and inflation near the Committee's 2% objective."

Real Estate Market Conditions and Outlook

Commercial real estate conditions remained steady throughout 2019, with investor demand largely able to absorb the increase of new supply entering the market, most notably within the industrial sector. Market rents have steadily increased in most key markets, with the most significant increases present in cities with strong financial or technology exposure (e.g., San Francisco, New York). Declining interest rates during the year have also benefited real estate, providing institutional investors easier access to capital while simultaneously allowing the yields on real estate investments to remain attractive. Market conditions are not expected to change significantly in 2020, but it should be noted that the the real estate cycle is mature and a moderation of returns may occur.

Property pricing as calculated by the Green Street Advisor Commercial Property Price Index (“CPPI”) increased 2.5% on a year-over-year basis from 2018 to 2019. For the year ending December 31, 2019, the Account’s directly held real estate assets generated a return of 5.82%.

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Data for the Account’s top five markets in terms of market value as of December 31, 2019 are provided below. The five markets presented below represent 41.3% of the Account’s total real estate portfolio. Across all markets, the Account’s properties are 92.8% leased.

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**
Washington-Arlington-Alexandria, DC-VA-MD-WV		90.4%		14		10.9%		8.4%
Los Angeles-Long Beach-Glendale, CA		94.3%		15		9.7%		7.5%
New York-Jersey City-White Plains, NY-NJ		88.4%		13		8.5%		6.6%
Boston, MA		92.2%		7		6.6%		5.1%
San Diego-Carlsbad, CA		91.7%		13		5.6%		4.4%

*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

Leasing in the office sector is historically driven by companies involved in the financial services sector and the professional services sector, with technology-related companies included within this classification. The sectors added 36,000 and 98,000 jobs, respectively, in the fourth quarter of 2019. Nationwide office vacancy remained level from the prior quarter, as reported by CB Richard Ellis Econometric Advisors ("CBRE-EA"), as new construction delivered during the quarter absorbed the demand driven by employment. Vacancies continue to trend lowest in cities with significant technology or research exposure (e.g., San Francisco, Seattle), but the largest vacancy declines in recent months have been present in non-primary metro areas (i.e., metropolitan areas with less than five million people). The vacancy rate for the Account declined to 11.9% in the fourth quarter of 2019, driven by lease inceptions at properties in the Boston and Denver metro areas. The above-average vacancy rate in the New York metro area is driven by two properties currently undergoing redevelopment to increase the long term value of the properties. The vacancy rate in the New York metro will remain elevated over the near term as legacy tenants fully vacate the properties and redevelopment efforts continue. The Account's overall vacancy rate for the office portfolio, excluding the two New York properties under redevelopment, was 10.6% in the fourth quarter of 2019.

								Account Square Foot Weighted Average Vacancy				Market Vacancy*
Top 5 Office Metropolitan Areas		Total Sector by Metro Area ($M)				% of Total Investments		2019 Q4		2019 Q3		2019 Q4		2019 Q3
Account / Nation								11.9%		13.1%		12.1%		12.1%
Washington-Arlington-Alexandria, DC-VA-MD-WV		$	1,477.0			4.9%		12.8%		13.0%		13.8%		13.9%
Boston, MA		1,272.4				4.3%		8.6%		11.8%		8.8%		8.6%
New York-Jersey City-White Plains, NY-NJ		1,197.5				4.0%		28.2%		27.3%		8.7%		8.6%
San Francisco-Redwood City-South San Francisco, CA		1,024.3				3.4%		1.1%		5.1%		5.2%		4.9%
Los Angeles-Long Beach-Glendale, CA		879.3				2.9%		3.4%		1.9%		11.5%		11.9%

*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 unleased space.

Industrial

Industrial market conditions are primarily influenced by GDP growth, international trade, and consumer spending, especially e-commerce sales. The national industrial availability rate was level from the prior quarter at 7.2%, as reported by CBRE-EA. Completions have been steady throughout 2019, but demand has largely absorbed new construction as it becomes available. The supply pipeline is expected to remain strong in 2020, which will likely cause

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the national vacancy rate to trend upward during the year. The sector is in favorable health overall, as the U.S. labor market shows continued strength and American business and consumer confidence remains high. U.S. protectionist trade policies remain a notable headwind for the sector. The Account's average industrial vacancy rate increased to 4.7% in the fourth quarter from 4.5% in the previous quarter, driven by scheduled lease maturities, most notably in the Dallas and Los Angeles metro areas. Elevated vacancy in the Houston metro area is expected to return to the market average in 2020 due to future lease inceptions scheduled to begin during the first and second quarters of 2020.

								Account Square Foot Weighted Average Vacancy				Market Vacancy*
Top 5 Industrial Metropolitan Areas		Total Sector by Metro Area ($M)				% of Total Investments		2019 Q4		2019 Q3		2019 Q4		2019 Q3
Account / Nation								4.7%		4.5%		7.2%		7.2%
Riverside-San Bernardino-Ontario, CA		$	972.8			3.3%		0.0%		0.0%		6.2%		5.7%
Tacoma-Lakewood, WA		394.5				1.3%		2.9%		2.9%		5.3%		5.7%
Los Angeles-Long Beach-Glendale, CA		376.5				1.3%		5.1%		2.8%		4.5%		4.3%
Dallas-Plano-Irving, TX		304.5				1.0%		8.5%		5.3%		8.2%		8.4%
Houston-The Woodlands-Sugar Land, TX		272.6				0.9%		16.0%		16.8%		9.7%		9.5%

*Source: CBRE-EA. CBRE-EA considers Tacoma part of the Seattle industrial market. Market availability rates reflect the Seattle total. Market availability is the percentage of space available for rent. The Account's vacancy is the square foot-weighted percentage of unleased space.

Multi-Family

Apartment demand is generated by a combination of economic, demographic and socio-economic factors including job growth, household formations, and trends in the U.S. homeownership rate. The national apartment vacancy rate increased to 4.3% in the fourth quarter, up from a historically low 3.7% vacancy rate achieved in the third quarter, according to RealPage. Strong job growth, wage growth and delayed deliveries have helped sustain strong occupancy.

The sector continues to benefit from strong fundamentals, such as a tight labor market, wage growth, and delayed deliveries into the market. The sector is also the beneficiary of long-term U.S. housing trends, such as first-time buyers delaying home ownership and a growing preference for housing near urban areas. The vacancy rate of the Account’s apartment properties increased to 7.0% in the fourth quarter of 2019 as compared to 6.1% in the prior quarter. The increase to the vacancy rate in the fourth quarter was primarily attributed to three acquisitions during the quarter with vacancy rates slightly above the Account average. The elevated vacancy in the San Diego metro area is attributed to a student housing property where the related university modified requirements for students living off-campus, reducing the supply of students available to lease space. Vacancy is expected to stabilize at the current level over the near-term due to the change. The Account's overall vacancy among apartments has trended above the market average over the last few quarters, primarily due to renovation efforts at multiple properties across the portfolio to improve the long term value of the properties. Renovations will continue in 2020 as units become available from expiring leases, which will likely keep overall apartment vacancy higher than the market average in the near term.

								Account Units Weighted Average Vacancy				Market Vacancy*
Top 5 Apartment Metropolitan Areas		Total Sector by Metro Area ($M)				% of Total Investments		2019 Q4		2019 Q3		2019 Q4		2019 Q3
Account / Nation								7.0%		6.1%		4.3%		3.7%
Washington-Arlington-Alexandria, DC-VA-MD-WV		$	880.4			2.9%		7.1%		7.3%		4.0%		3.4%
Los Angeles-Long Beach-Glendale, CA		695.7				2.3%		7.0%		8.3%		3.7%		3.3%
New York-Jersey City-White Plains, NY-NJ		510.1				1.7%		1.8%		1.7%		2.5%		2.3%
Denver-Aurora-Lakewood, CO		422.6				1.4%		7.0%		9.0%		5.1%		4.2%
San Diego-Carlsbad, CA		317.3				1.1%		10.3%		4.0%		3.6%		3.3%

*Source: RealPage. Market vacancy is the percentage of units vacant. The Account’s vacancy is the percentage of unleased units.

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Retail

Retail demand in the Account's portfolio is driven by US consumers, whose willingness to spend directly correlates with retailers' need for domestic rental space. Preliminary data from the U.S. Census Bureau indicate that retail sales excluding motor vehicles and parts increased 3.8% in 2019 as compared to 2018. The holiday season was a mixed result for the retail sector, with overall sales increasing from the prior year, but with most of the increase occurring through e-commerce channels. The long-term trend of consumers turning to e-commerce is an ongoing headwind for the sector. Consumers are less likely to frequent traditional retail outlets in favor of more modern lifestyle options, which combine retail space with residential, office, and recreation options. These properties are best positioned for success in the changing retail economy. The Account's retail portfolio is composed primarily of high-end lifestyle shopping centers and regional malls in large metropolitan or tourist centers. The retail portfolio is managed proactively to minimize significant exposure to financially compromised retailers. The vacancy rate for the Account's retail portfolio decreased to 6.1% in the fourth quarter from 6.8% in the third quarter, primarily due to the deployment of retail space at one of the Account's properties in California.

								Account Square Foot Weighted Average Vacancy				Market Vacancy*
		Total by Retail Type ($M)				% of Total Investments		2019 Q4		2019 Q3		2019 Q4		2019 Q3
National Retail								6.1%		6.8%		6.1%		6.1%
Lifestyle & Mall		$	2,381.1			8.0%		5.3%		5.4%		5.4%		5.4%
Neighborhood, Community & Strip**		1,410.9				4.7%		7.1%		8.8%		8.6%		8.7%
Power Center**		606.3				2.0%		5.3%		2.7%		7.0%		7.0%

*Source: CBRE-EA. Market vacancy is the percentage of space available for rent. The Account's vacancy is the square foot-weighted percentage of unleased space.

**The Power Center designation is reserved for properties with three or more anchor units. Anchor units are leased to large retailers such as department stores, home improvement stores, and warehouse clubs. Properties with the Neighborhood, Community and Strip designation consist of two or less anchor units.

Hotel

The Account purchased its first hotel investment in December 2019. The hotel, based in the Dallas metro area, provided the Account an attractive value-add investment opportunity while simultaneously enhancing the value of the Account's existing office investment at the same location. Key metrics to track hotel performance include occupancy, the average daily rate ("ADR") and revenue per available room ("RevPAR"). For the fourth quarter ended December 31, 2019, occupancy of the property was 65.2%, and ADR and RevPAR of the property were $129.76 and $84.63, respectively. In 2020, the Account will begin a significant renovation of the property to enhance the hotel's performance and overall value.

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INVESTMENTS

As of December 31, 2019, the Account had total net assets of $27.3 billion, a 5.7% increase from December 31, 2018.

As of December 31, 2019, the Account held 77.1% of its total investments in real estate and real estate joint ventures. The Account also held investments in U.S. Treasury securities representing 8.7% of total investments, loans receivable representing 5.2% of total investments, corporate bonds representing 4.2% of total investments, real estate-related equity securities representing 2.8% of total investments, real estate funds representing 1.0% of total investments, U.S. government agency notes representing 0.7% of total investments, foreign government agency notes representing 0.2% of total investments and municipal bonds representing 0.1% of total investments.

The outstanding principal on loans payable on the Account’s wholly-owned real estate portfolio as of December 31, 2019 was $2.3 billion. The Account’s proportionate share of outstanding principal on loans payable within its joint venture investments was $3.1 billion, which is netted against the underlying properties when determining the joint venture investments fair value presented on the Consolidated Schedules of Investments. Total outstanding principal on the Account’s portfolio as of December 31, 2019, inclusive of loans payable within the joint venture investments and any loans outstanding on the unsecured line of credit, was $5.7 billion, which represented a loan-to-value ratio of 17.1%.

Management believes that the Account’s real estate portfolio is diversified by location and property type. 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).

The following charts reflect the diversification of the Account's real estate assets by region and property type and the Account's ten largest investments based on fair value at December 31, 2019.

Diversification by Fair Value(1)
		West			East			South			Midwest			Total
Office		13.1	%		18.8	%		5.3	%		—	%		37.2	%
Apartment		10.1	%		7.7	%		7.4	%		1.0	%		26.2	%
Retail		6.9	%		3.9	%		7.7	%		0.8	%		19.3	%
Industrial		9.0	%		1.6	%		4.7	%		0.5	%		15.8	%
Other(2)		0.5	%		0.4	%		0.6	%		—	%		1.5	%
Total		39.6	%		32.4	%		25.7	%		2.3	%		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 hotel 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

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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		50%		Las Vegas		NV		Retail		$	1,119.7			$	427.0			$	692.7			4.3%		3.4%
SITE Centers Corp		85%		Various		U.S.A.		Retail		986.2				159.2				827.0				3.8%		3.0%
The Florida Mall		50%		Orlando		FL		Retail		900.1				156.9				743.2				3.5%		2.7%
Simpson Housing Portfolio		80%		Various		U.S.A.		Apartments		822.5				401.3				421.2				3.2%		2.5%
1001 Pennsylvania Avenue		100%		Washington		D.C.		Office		798.4				322.8				475.6				3.1%		2.4%
Colorado Center		50%		Santa Monica		CA		Office		632.5				277.2				355.3				2.4%		1.9%
99 High Street		100%		Boston		MA		Office		543.7				286.3				257.4				2.1%		1.7%
Ontario Industrial Portfolio		100%		Ontario		CA		Industrial		506.9				—				506.9				1.9%		1.5%
Four Oaks Place		51%		Houston		TX		Office		431.9				84.9				347.0				1.7%		1.3%
Lincoln Centre		100%		Dallas		TX		Office		413.2				—				413.2				1.6%		1.3%

(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").

Property Investments Acquired in 2019 (millions)
Property Name		Ownership Percentage		Property Type		City		State		Net Purchase Price (less closing costs)				Mortgage Debt
Wholly-Owned
Glen Lake		100.00%		Apartments		Atlanta		GA		$	54.8			$	—
1600 Broadway		100.00%		Office		Denver		CO		109.1				—
Colony Industrial Portfolio		100.00%		Industrial		Various		Various		137.0				—
Sole at Brandon		100.00%		Apartments		Riverview		FL		77.6				—
District on La Frontera		100.00%		Apartments		Austin		TX		73.8				44.0
Vista Station Office Portfolio		100.00%		Office		Draper		UT		111.2				66.0
Riverside 202 Industrial		100.00%		Industrial		Phoenix		AZ		29.6				—
Almond Avenue		100.00%		Land		Fontana		CA		8.8				—
350 Washington		100.00%		Retail		Boston		MA		134.4				—
Henley at Kingstowne		100.00%		Apartments		Alexandria		VA		102.9				71.0
101 Pacific Coast Highway		100.00%		Office		El Segundo		CA		96.4				—
Terra House		100.00%		Apartments		San Jose		CA		145.4				—
Lincoln Centre - Hilton Dallas		100.00%		Hotel		Dallas		TX		74.4				—
Creekside Alta Loma		100.00%		Apartments		Rancho Cucamonga		CA		85.3				—
Total Wholly-Owned										$	1,240.7			$	181.0

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Property Investments Acquired in 2019 (millions)
Property Name		Ownership Percentage		Property Type		City		State		Net Purchase Price (less closing costs)				Mortgage Debt
Joint Ventures
The Theory		97.00%		Apartments		Raleigh		NC		$	63.0			$	31.3
Storage Portfolio III - Mideast		90.00%		Storage		Various		Various		17.9				—
I-35 Logistics Center		95.00%		Land		Fort Worth		TX		9.6				—
101 North Tryon Street		85.00%		Office		Charlotte		NC		113.4				69.0
Campus Pointe 6		45.00%		Office		San Diego		CA		111.9				—
Campus Pointe 5		45.00%		Office		San Diego		CA		37.2				—
Storage Portfolio III - Southwest		90.00%		Storage		Various		Various		18.4				—
Cabana Beach Gainesville		97.00%		Apartments		Gainesville		FL		64.4				31.9
T-C 4th & Madison, LLC		51.00%		Office		Seattle		WA		307.5				145.5
150 Industrial Road		98.00%		Office		San Carlos		CA		98.1				—
Total Joint Ventures										$	841.4			$	277.7
Total										$	2,082.1			$	458.7

Property Investments Sold in 2019 (millions)
Property Name		Ownership Percentage		Property Type		City		State		Net Sales Price (less selling expense)(4)				Mortgage Loan Payoff
Wholly-Owned
1858 Meca Way(1)		100.00%		Industrial		Norcross		GA		$	2.9			$	—
55 Second Street		100.00%		Office		San Francisco		CA		400.1				137.5
Township Apartments		100.00%		Apartment		Redwood City		CA		88.1				49.0
Fourth and Madison		100.00%		Office		Seattle		WA		602.8				285.4
425 Park Avenue		100.00%		Ground Lease		New York		NY		598.6				—
Weston Business Center - Building B(2)		100.00%		Industrial		Weston		FL		31.7				—
12910 Mulberry Drive Industrial		100.00%		Industrial		Whittier		CA		26.8				—
Total Wholly-Owned										$	1,751.0			$	471.9
Joint Ventures
Westside Centre(3)		85.00%		Retail		Huntsville		AL		$	29.8			$	—
Barrett Pavilion(3)		85.00%		Retail		Kennesaw		GA		35.2				—
Total Joint Ventures										$	65.0			$	—
Total										$	1,816.0			$	471.9

(1)	Property held within Colony Industrial Portfolio.

(2)	Building B held within Weston Business Center investment portfolio.

(3)	Property held within DDRTC Core Retail Fund, LLC.

(4)	The net sales price represents the Account's interest.

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Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Net Investment Income

The following table shows the results of operations for the years ended December 31, 2019 and 2018 and the dollar and percentage changes for those periods (millions).

		Years Ended December 31,								Change
		2019				2018				$				%
INVESTMENT INCOME
Real estate income, net
Rental income		$	1,103.5			$	1,083.2			$	20.3			1.9	%
Real estate property level expenses:
Operating expenses		237.5				228.6				8.9				3.9	%
Real estate taxes		187.4				178.9				8.5				4.8	%
Interest expense		105.7				113.9				(8.2		)		(7.2	)%
Total real estate property level expenses		530.6				521.4				9.2				1.8	%
Real estate income, net		572.9				561.8				11.1				2.0	%
Income from real estate joint ventures and funds		214.0				204.7				9.3				4.5	%
Interest		173.0				120.4				52.6				43.7	%
Dividends		23.2				50.8				(27.6		)		(54.3	)%
TOTAL INVESTMENT INCOME		983.1				937.7				45.4				4.8	%
Expenses
Investment management charges		68.1				62.1				6.0				9.7	%
Administrative charges		50.0				50.9				(0.9		)		(1.8	)%
Distribution charges		31.7				28.0				3.7				13.2	%
Mortality and expense risk charges		1.3				1.3				—				—	%
Liquidity guarantee charges		57.8				50.5				7.3				14.5	%
TOTAL EXPENSES		208.9				192.8				16.1				8.4	%
INVESTMENT INCOME, NET		$	774.2			$	744.9			$	29.3			3.9	%

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
		2019			2018			$			%			2019			2018			$			%			2019			2018			$			%
Same Property		$	914.3		$	893.6		$	20.7		2.3	%		$	193.5		$	191.0		$	2.5		1.3	%		$	156.2		$	153.0		$	3.2		2.1	%
Properties Acquired		118.4			37.5			80.9			N/M			29.9			8.1			21.8			N/M			20.8			6.7			14.1			N/M
Properties Sold		70.8			152.1			(81.3		)	N/M			14.1			29.5			(15.4		)	N/M			10.4			19.2			(8.8		)	N/M
Impact of Properties Acquired/Sold		189.2			189.6			(0.4		)	N/M			44.0			37.6			6.4			N/M			31.2			25.9			5.3			N/M
Total Property Portfolio		$	1,103.5		$	1,083.2		$	20.3		1.9	%		$	237.5		$	228.6		$	8.9		3.9	%		$	187.4		$	178.9		$	8.5		4.8	%

N/M—Not meaningful

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Rental Income:

Rental income increased $20.3 million, or 1.9%, driven by rising market rents, scheduled lease step-ups and declining rent concessions as compared to the previous year. The largest increases were concentrated in the office and and industrial sectors in the West and Northeast regions, most notably in cities such as Los Angeles, San Francisco, and Boston.

Operating Expenses:

Operating expenses increased $8.9 million, or 3.9%, primarily attributed to net acquisition activity coupled with rising pricing for services such as groundskeeping, security, and property maintenance. The U.S. labor market continues to support wage inflation, and the rising pricing reflects vendors' efforts to pass along such costs.

Real Estate Taxes:

Real estate taxes increased $8.5 million, or 4.8%, primarily attributed to net acquisition activity as well as rising property tax assessments across the Account's portfolio, most notably within the office and industrial sectors.

Interest Expense:

Interest expense decreased $8.2 million, or 7.2%, primarily due to lower average outstanding principal balances on outstanding loans.

Income from Real Estate Joint Ventures and Funds:

Income from real estate joint ventures and funds increased $9.3 million, or 4.5%, attributed primarily to a larger portfolio of joint venture and real estate fund investments. The increase is also attributed to the impact of rising market rents, most notably among the Account's joint venture office investments.

Interest and Dividend Income:

Interest income increased $52.6 million, primarily attributed due to an larger loan receivable portfolio in 2019 as compared to the prior year. Additional contributing factors include higher average short-term interest rates in 2019 as compared to 2018, and the acquisition of investment-grade corporate bonds midway through 2019. Investment grade corporate bonds provide moderately higher yields than short-term U.S. government securities. Dividend income decreased $27.6 million due to a smaller REIT portfolio in 2019 as compared to 2018.

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. The expenses increased $8.8 million, or 6.2% from the prior year, consistent with the overall growth of the Account's net assets.

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 and are charged at a fixed rate based on the Account’s net assets. These expenses increased $7.3 million or 14.1% as a result of the increase in the net assets of the Account pared with a four basis point increase to the expense charge for the liquidity guarantee effective August 1, 2019.

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Net Realized and Unrealized Gains and Losses on Investments and Loans Payable

The following table shows the net realized and unrealized gains (losses) on investments and loans payable for the years ended December 31, 2019 and 2018 and the dollar and percentage changes for those periods (millions).

		Years Ended December 31,								Change
		2019				2018				$				%
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties		$	583.1			$	242.7			$	340.4			N/M
Real estate joint ventures and funds		(114.4		)		75.9				(190.3		)		N/M
Marketable securities		301.1				12.8				288.3				N/M
Loans payable		—				(0.4		)		0.4				N/M
Total realized gain on investments:		769.8				331.0				438.8				N/M
Net change in unrealized appreciation (depreciation) on:
Real estate properties		(56.8		)		73.1				(129.9		)		N/M
Real estate joint ventures and funds		50.3				55.5				(5.2		)		(9.4	)%
Marketable securities		0.7				(103.0		)		103.7				N/M
Loans receivable		(3.8		)		0.3				(4.1		)		N/M
Loans receivable with related parties		(0.3		)		—				(0.3		)		N/M
Loans payable		(107.1		)		79.8				(186.9		)		N/M
Net change in unrealized (depreciation) appreciation on investments and loans payable		(117.0		)		105.7				(222.7		)		N/M
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND LOANS PAYABLE		$	652.8			$	436.7			$	216.1			49.5	%

N/M—Not meaningful

Real Estate Properties:

Wholly-owned real estate investments experienced net realized and unrealized gains of $526.3 million during 2019, compared to $315.8 million during 2018. Gains were driven most notably by the Account's ground lease investment in New York City, which was sold in 2019. Appreciation within the portfolio was strongest among the industrial and office investments in the West and Northeast regions of the country, due to rising market rents driven by strong tenant demand.

Real Estate Joint Ventures and Funds:

Real estate joint ventures and funds incurred net realized and unrealized losses of $64.1 million in 2019, compared to $131.4 million in net gains during 2018. Net losses were driven by the joint venture retail portfolio; retail rents have flattened across many markets, and competition among lessors has driven up rental concessions. Appreciation among the Account's joint venture office investments were a notable offsetting factor during the year, driven by rising market rents.

Marketable Securities:

The Account’s marketable securities positions experienced net realized and unrealized gains of $301.8 million for the year ended December 31, 2019, compared to net realized and unrealized losses of $90.2 million for 2018. The performance of the Account’s REIT portfolio was generally in line with the FTSE NAREIT All Equity REITs Index during the year. U.S. Treasuries, government agency notes and investment-grade corporate bonds had a nominal impact in both periods due to the short and intermediate-term nature of these investments, respectively.

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Loans Receivable, including those with related parties:

Loans receivable, including loans receivable with related parties, experienced an unrealized loss of $4.1 million during the 2019 compared to a $0.3 million gain in 2018. The changes in both periods were minimal as there were no significant changes in the credit quality of the underlying collateral of the debt investments in either period.

Loans Payable:

Loans payable experienced unrealized losses of $107.1 million during 2019 compared to net realized and unrealized gains of $79.4 million during 2018. The changes in both periods were consistent with the directional movement of U.S. Treasury rates.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Net Investment Income

The following table shows the results of operations for the years ended December 31, 2018 and 2017 and the dollar and percentage changes for those periods (millions).

		Years Ended December 31,								Change
		2018				2017				$				%
INVESTMENT INCOME
Real estate income, net
Rental income		$	1,083.2			$	1,059.6			$	23.6			2.2	%
Real estate property level expenses:
Operating expenses		228.6				221.2				7.4				3.3	%
Real estate taxes		178.9				166.7				12.2				7.3	%
Interest expense		113.9				89.7				24.2				27.0	%
Total real estate property level expenses		521.4				477.6				43.8				9.2	%
Real estate income, net		561.8				582.0				(20.2		)		(3.5	)%
Income from real estate joint ventures and limited partnerships		204.7				214.1				(9.4		)		(4.4	)%
Interest		120.4				54.1				66.3				122.6	%
Dividends		50.8				26.3				24.5				93.2	%
TOTAL INVESTMENT INCOME		937.7				876.5				61.2				7.0	%
Expenses
Investment management charges		62.1				72.0				(9.9		)		(13.8	)%
Administrative charges		50.9				59.3				(8.4		)		(14.2	)%
Distribution charges		28.0				25.7				2.3				8.9	%
Mortality and expense risk charges		1.3				1.2				0.1				8.3	%
Liquidity guarantee charges		50.5				47.0				3.5				7.4	%
TOTAL EXPENSES		192.8				205.2				(12.4		)		(6.0	)%
INVESTMENT INCOME, NET		$	744.9			$	671.3			$	73.6			11.0	%

N/M—Not meaningful

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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
		2018			2017			$			%			2018			2017			$			%			2018			2017			$			%
Same Property		$	922.7		$	912.0		$	10.7		1.2	%		$	197.9		$	191.6		$	6.3		3.3	%		$	154.7		$	145.9		$	8.8		6.0	%
Properties Acquired		81.7			13.4			68.3			N/M			17.2			1.8			15.4			N/M			14.0			2.0			12.0			N/M
Properties Sold		78.8			134.2			(55.4		)	N/M			13.5			27.8			(14.3		)	N/M			10.2			18.8			(8.6		)	N/M
Impact of Properties Acquired/Sold		160.5			147.6			12.9			N/M			30.7			29.6			1.1			N/M			24.2			20.8			3.4			N/M
Total Property Portfolio		$	1,083.2		$	1,059.6		$	23.6		2.2	%		$	228.6		$	221.2		$	7.4		3.3	%		$	178.9		$	166.7		$	12.2		7.3	%

N/M—Not meaningful

Rental Income:

Rental income increased $23.6 million, or 2.2%, as a result of net acquisition activity and an increase in income generated by the Account's properties. The increase in income was driven by rising market rents, expiring rent concessions and improved occupancy. The largest increases were concentrated in the apartment and industrial sectors of the Western region, most notably in California.

Operating Expenses:

Operating expenses increased $7.4 million, or 3.3%, as a result of increases in operating expenses paired with the impact of net acquisition activity. Increases in operating expenses among the Account's largest office properties were a key driver, as well as modest increases across the Account's apartment portfolio. Operating expenses as a percentage of rental income remained relatively flat year-over-year.

Real Estate Taxes:

Real estate taxes increased $12.2 million, or 7.3%, as a result of rising property tax assessments across the Account's portfolio, most notably within the office and apartment sectors coupled with net acquisition activity.

Interest Expense:

Interest expense increased $24.2 million, or 27.0%, primarily due to higher average outstanding principal balances on mortgage loans outstanding.

Income from Real Estate Joint Ventures and Limited Partnerships:

Income from real estate joint ventures and limited partnerships decreased $9.4 million, or 4.4%, due to lower distributions received in 2018, primarily from a large office joint venture in Texas. Although distributed income declined year-over-year from the venture, overall income from the venture was flat. Undistributed income will be released to the Account in future quarters.

Interest and Dividend Income:

Interest income increased significantly as a result of growth in the Account’s loans receivable portfolio during 2018, which added eleven new loans in 2018. The increase was also attributed to higher yields on the Account's investments in short term securities such as U.S. Treasuries, due to rising interest rates throughout the year. Dividend income increased due to a larger REIT portfolio and an increase in dividend yields in 2018.

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 $16.0 million, or 10.2%, from the prior year primarily as result of cost reduction efforts by TIAA.

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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, 2018 through April 30, 2019, and are charged at a fixed rate based on the Account’s net assets. These expenses increased $3.6 million or 7.5% as a result of the increase in overall net assets of the Account, in addition to an increase in the fixed rate for the liquidity guarantee from the previous year.

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, 2018 and 2017 and the dollar and percentage changes for those periods (millions).

		Years Ended December 31,								Change
		2018				2017				$				%
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties		$	242.7			$	42.0			$	200.7			N/M
Real estate joint ventures and limited partnerships		75.9				(21.9		)		97.8				N/M
Marketable securities		12.8				17.6				(4.8		)		(27.3	)%
Mortgage loans payable		(0.4		)		—				(0.4		)		N/M
Total realized gain on investments:		331.0				37.7				293.3				N/M
Net change in unrealized appreciation (depreciation) on:
Real estate properties		73.1				135.5				(62.4		)		(46.1	)%
Real estate joint ventures and limited partnerships		55.5				146.8				(91.3		)		(62.2	)%
Marketable securities		(103.0		)		50.0				(153.0		)		N/M
Loans receivable		0.3				1.2				(0.9		)		(75.0	)%
Mortgage loans payable		79.8				15.9				63.9				N/M
Net change in unrealized appreciation on investments and mortgage loans payable		105.7				349.4				(243.7		)		(69.7	)%
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE		$	436.7			$	387.1			$	49.6			12.8	%

N/M—Not meaningful

Real Estate Properties:

Wholly-owned real estate investments experienced net realized and unrealized gains of $315.8 million during 2018, compared to $177.5 million during 2017. Appreciation was strongest among industrial and office investments in the Western region of the country, most notably in California, due to rising market rents driven by strong tenant demand.

Real Estate Joint Ventures and Limited Partnerships:

Real estate joint ventures and limited partnerships experienced net realized and unrealized gains of $131.4 million during 2018, compared to $124.9 million during 2017. Appreciation was strongest among office investments, most notably in California due to rising market rents driven by strong tenant demand.

Marketable Securities:

The Account’s marketable securities positions experienced net realized and unrealized losses of $90.2 million for the year ended December 31, 2018, compared to net realized and unrealized gains of $67.6 million for 2017. The performance of the Account’s REIT portfolio was in line with the FTSE NAREIT All Equity REITs Index during the year. Additionally, as of December 31, 2018, the Account held $4.1 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.

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Mortgage Loans Payable:

Mortgage loans payable experienced net realized and unrealized gains of $79.4 million during 2018 compared to unrealized gains of $15.9 million during 2017. 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, 2019 and 2018, the Account’s cash and cash equivalents and non-real estate-related marketable securities had a value of $4.2 billion and $4.1 billion, respectively (15.2% and 15.8% of the Account’s net assets at such dates, respectively).

Liquidity Guarantee

In accordance with the 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 a fee for the risks 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, 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 PTE 96-76 with respect to the 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 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.

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Net Income and Marketable Securities

Net investment income continues to be an additional source of liquidity for the Account. Net investment income was $774.2 million for the year ended December 31, 2019 as compared to $744.9 million in the prior year. Total net investment income increased as described more fully in the Results of Operations section.

As of December 31, 2019, cash and cash equivalents, along with real estate-related and non-real estate-related marketable securities comprised 18.3% 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

As of December 31, 2019, 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 and any loans outstanding on the Account's line of credit) to total gross asset value (i.e., a “loan-to-value ratio”) was 17.1%. 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.

As of December 31, 2019, principal and interest payments due in the next twelve months for mortgages on properties held directly by the Account are $170.9 million and $88.0 million, respectively. The Account currently has sufficient liquidity in the form of cash and cash equivalents and short term securities to meet its current mortgage obligations.

The Account has a $500.0 million unsecured revolving credit agreement to facilitate short-term cash needs. As of December 31, 2019, the Account had an outstanding borrowing of $250.0 million on the line of credit.

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 and property-related transactions by the Account during the fourth quarter of 2019. 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.

Real Estate Properties and Joint Ventures

Purchases

Property Name

Purchase Date

Ownership Percentage

Sector

Location

Net Purchase Price (1)

350 Washington

10/11/2019

100.00%

Retail

Boston, MA

$

134.4

Henley at Kingstowne

11/01/2019

100.00%

Apartments

Alexandria, VA

102.9

101 Pacific Coast Highway

11/15/2019

100.00%

Office

El Segundo, CA

96.4

Terra House

11/15/2019

100.00%

Apartments

San Jose, CA

145.4

Lincoln Centre - Hilton Dallas

12/05/2019

100.00%

Hotel

Dallas, TX

74.4

150 Industrial Road

12/06/2019

98.00%

Office

San Carlos, CA

98.1

Creekside Alta Loma

12/19/2019

100.00%

Apartments

Rancho Cucamonga, CA

85.3

(1)	The net purchase price represents the purchase price and closing costs.

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Sales

Property Name		Sales Date		Ownership Percentage		Sector		Location		Net Sales Price (1)			Realized Gain(Loss) on Sale(2)
425 Park Avenue		11/25/2019		100.00%		Ground Lease		New York, NY		$	598.6		$	280.7
Weston Business Center - Building B(3)		12/10/2019		100.00%		Industrial		Weston, FL		31.7			(1.5		)
12910 Mulberry Drive Industrial		12/20/2019		100.00%		Industrial		Whittier, CA		26.8			4.4
Barrett Pavilion(4)		12/20/2019		85.00%		Retail		Kennesaw, GA		35.2			(62.0		)

(1)	The net sales price represents the sales price, less selling expenses.

(2)	Majority of the realized gain has been previously recognized as unrealized gains in the Account's Consolidated Statements of Operations.

(3)	Building B held within Weston Business Center investment portfolio.

(4)	Property held within DDRTC Core Retail Fund, LLC.

Real Estate Funds

Fund Name		Date of Initial Capital Contribution		Amount of Initial Capital Contribution				Total Commitment
Grubb Southeast Real Estate Fund VI, LLC		12/20/2019		$	13.7			$	100.0
IDR - Core Property Index Fund, LLC		12/24/2019		25.0				25.0
Townsend Strategic Ventures LP(1)		—		—				250.0

(1)	No capital contributions have been made to the fund to date. The funds legal formation was effective 12/31/2019.

Loans Receivable

Originations and purchases

Investment Name

Financing Date

Interest Rate

Sector

Maturity Date

Location

Amount

Liberty Park

10/24/2019

2.30% + LIBOR

Office

11/09/2021

Herndon, VA

$

65.5

Colony New England Hotel Portfolio

11/08/2019

2.80% + LIBOR

Hotel

11/09/2022

Boston, MA

135.3

Exo Apartments

12/10/2019

2.30% + LIBOR

Apartments

01/09/2023

Reston, VA

135.5

(1)	Amount represents the Account's principal balance of the loan receivable position.

Sales

Investment Name

Sales Date

Interest Rate

Sector

Maturity Date

Location

Amount

Liberty Park(1)

12/27/2019

3.410%

Office

11/9/2021

Herndon, VA

49.1

(1)	On December 27, 2019, the Account sold its $49.1 million position in the senior mezzanine note. Concurrent with the sale of the senior mezzanine position, the interest rate on the remaining junior mezzanine position of $16.4 million was modified to 6.080%.

Financings

New financings and assumptions of debt

Collateral

Financing Date

Ownership Percentage

Interest Rate

Sector

Maturity Date

Location

Financing Amount

Henley at Kingstowne

11/01/2019

100.00%

3.60%

Apartments

05/01/2025

Alexandria, VA

71.0

Payoffs and assignments of debt

Collateral

Payoff Date

Ownership Percentage

Interest Rate

Sector

Maturity Date

Location

Payoff Amount

DDRTC Holdings Pool 1 LLC

10/29/2019

85.00%

2.00% + LIBOR

Retail

11/30/2019

Various, U.S.A.

96.6

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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, 2019 (millions):

		Amounts Due During Years Ending December 31,
		2020				2021				2022				2023				2024				Thereafter				Total
Loans Payable:
Principal Payments		$	170.9			$	19.7			$	455.5			$	418.2			$	165.4			$	1,108.3			$	2,338.0
Interest Payments(2)		88.0				81.9				72.7				56.3				41.2				90.2				430.3
Total Loans Payable		$	258.9			$	101.6			$	528.2			$	474.5			$	206.6			$	1,198.5			$	2,768.3
Ground Leases(3)		1.2				1.2				1.2				1.2				1.3				375.9				382.0
Other Commitments(4)		586.8				—				—				—				—				—				586.8
Tenant improvements(5)		52.1				—				—				—				—				—				52.1
Total Contractual Obligations		$	899.0			$	102.8			$	529.4			$	475.7			$	207.9			$	1,574.4			$	3,789.2

(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 loans payable based on the stated rates at December 31, 2019.

(3)	These amounts represent future minimum annual payments related to ground leases at December 31, 2019.

(4)	This includes the Account’s commitment to purchase interest in its real estate funds, which could be called by the partner at any time.

(5)	This amount represents tenant improvements and leasing inducements committed by the Account as of December 31, 2019.

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 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, 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 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. 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;

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•	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.

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

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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 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 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 Funds—Real estate fund interests are stated at the fair value of the Account’s ownership in the fund. Management uses net asset value information provided by limited partners as a practical expedient to estimate fair value. The Account receives estimates from limited partners on a quarterly basis, and audited information is provided annually. Upon receipt of the information, management reviews and concludes on whether the net asset values provided are an appropriate representation of the fair value of the Account's interests in the real estate funds and makes valuation adjustments as necessary. Valuation of real estate funds proceeds 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.

Valuation of Debt Securities—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 by management and 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.

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 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.

Valuation of Loans Payable (i.e. the Account as a debtor)—Mortgage or other loans payable, including the Account's line of credit, are stated at fair value. The estimated fair value of loans payable is generally based on the amount at which the liability could be transferred in a current transaction, exclusive of transaction costs. Fair values are estimated based on market factors, such as market interest rates and spreads on 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), the maturity date of the loan, the return demands of the market, and the credit quality of the Account. Different assumptions or changes in future market conditions could significantly affect estimated fair values. At times, the Account may assume debt in connection with the purchase of real estate (including under the Account's line of credit or additional credit facilities).

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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 loans payable are included in net realized and unrealized gains and losses on real estate properties and 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 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 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 funds 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 and losses incurred but not yet distributed or realized from the Account by the joint ventures are recorded as unrealized gains and losses.

Real Estate Funds—The Account has limited ownership interests in various private real estate funds. 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 funds 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 real estate funds as determined from the financial statements of the real estate funds when received by the Account. Prior to the receipt of the financial statements from the real estate funds, the Account estimates the value of its interest using information provided by the limited partners. 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—The Account may originate, purchase or sell loans collateralized by real estate. The cost basis of originated loans is comprised of the principal balance and direct costs incurred that represent a component of loan’s

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reported fair value. The cost basis of purchased loans consists of the purchase price of the loan and additional direct costs incurred that represent a component of the loan’s reported fair value. Additional costs incurred by the Account to originate or purchase loans that do not represent a component of a loan’s fair value are recorded as expenses in the period incurred. Nonrefundable origination fees paid by borrowers are recognized as interest income once all activities required to execute the loan are completed. Prepayment fees received from the payoff of loans in advance of their maturity date are recognized as interest income on the date the payoff occurs. Interest income from loans in accrual status is recognized based on the current coupon rate of the loans.

Interest income from loans in accrual status is recognized based on the current coupon rate of the loans. Interest income accruals are suspended when a loan becomes a non-performing loan, defined as a loan more than ninety days in arrears or at any point when management believes the full collection of principal is doubtful. Interest income on non-performing loans is recognized only as cash payments are received. Loans can be rehabilitated to normal accrual status once all past due interest has been collected and management believes the full collection of principal is likely.

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 fund. Real estate and loan receivable transactions are accounted for as of the date on which the purchase or sale transactions close (settlement date). The Account recognizes a realized gain on the sale of an investment to the extent that the contract sales price exceeds the cost-to-date of the investment being sold. A realized loss occurs when the cost-to-date exceeds the sales price. Realized gains and losses from partial sales of non-financial assets are recognized in accordance with ASC 610-20 - Gains and Losses from the Derecognition of Nonfinancial Assets. Realized gains and losses from the sale of financial assets are recognized in accordance with ASC 860 - Transfers and Servicing. 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, Real Estate Funds and Loans Receivable 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, 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.

Variable Interest Entities: Variable interests are financial relationships which expose a reporting entity to the risks and rewards of variability in the entity's assets and operations. When variable interests exist, they are subject to evaluation under the variable interest entity ("VIE") model if any one of the following four characteristics are present: a) the entity is insufficiently capitalized; b) the equity holders do not have power to control the activities that most

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significantly impact the entity's financial performance; c) the voting rights of the equity holders are not proportionate to their economic interests; or d) the equity holders are not exposed to the residual losses or benefits that would normally be associated with equity interests.

ASC 810 - Consolidation prohibits a reporting entity that qualifies as an investment company under ASC 946 - Financial Services - Investment Companies from consolidating an investee that is not an investment company. This scope exception does not apply to situations in which an investment company has an interest in another investment company. Accordingly, the Account's investments in other investment companies (e.g., real estate funds) are subject to evaluation under the VIE model.

The Account consolidates a VIE if it concludes that the Account is the primary beneficiary of the VIE. The primary beneficiary has both: a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance; and b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The following activities have been identified by the Account as having the most significant impact on a VIE's economic performance:

•	control over the ability to acquire and dispose of investments held by the entity;

•	the ability to kick out a managing entity without cause, either unilaterally or with a group of equity investors;

•	the ability to modify the power of the managing entity without its consent; and

•	control over the day-to-day decision making of the underlying investments

An equity investor in a VIE may not actively be involved in the significant activities (i.e., it may cede day-to-day decision making to a third party), but if the equity investor has approval rights or some other mechanism to retain ultimate control, the equity investor with these rights would be concluded as having power over the activity.

On a quarterly basis, the Account evaluates all involvements with VIEs, including any changes to governing powers of continuing VIEs. The consolidation status of VIEs may change as a result of such continued evaluation. At the reporting date, the Account was not deemed to be the primary beneficiary of any VIEs. Refer to Note 7—Investments in Real Estate Funds for additional detail.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Account’s real estate holdings, including real estate joint ventures, funds and loans receivable, which, as of December 31, 2019, represented 83.3% 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

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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, 2019, 16.7% 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.

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.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TIAA REAL ESTATE ACCOUNT

	Page
Report of Management Responsibility	69
Report of the Audit Committee	70
Audited Consolidated Financial Statements:
Consolidated Statements of Assets and Liabilities	71
Consolidated Statements of Operations	72
Consolidated Statements of Changes in Net Assets	73
Consolidated Statements of Cash Flows	74
Notes to the Consolidated Financial Statements	75
Consolidated Schedules of Investments	99
Report of Independent Registered Public Accounting Firm	117

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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, 2019, 2018 and 2017. The report of the independent registered public accounting firm 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 12, 2020	/s/ Carol W. Deckbar
	Executive Vice President, Chief Product Officer of TIAA Financial Solutions, Teachers Insurance and Annuity Association of America
	(Principal Executive Officer)
	/s/ Oluseun S. Salami
	Senior Vice President, Chief Accounting Officer and Corporate Controller of Teachers Insurance and Annuity Association of America
	(Principal Financial and Accounting Officer)

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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 audited 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

Tamara Simpkins Franklin, Audit Committee Member

Lisa W. Hess, Audit Committee Member

Maureen O’Hara, Audit Committee Member

Donald K. Peterson, Audit Committee Member

Dorothy K. Robinson, Audit Committee Member

March 12, 2020

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TIAA REAL ESTATE ACCOUNT

AUDITED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(In millions, except per accumulation unit amounts)

		December 31,
		2019					2018
ASSETS
Investments, at fair value:
Real estate properties (cost: $13,048.5 and $12,687.8)		$	15,835.0				$	15,531.1
Real estate joint ventures and funds (cost: $6,244.4 and $5,207.8)		7,516.0					6,532.5
Marketable securities:
Real estate related (cost: $686.0 and $1,274.7)		825.7			(1)		1,415.1			(1)
Other (cost: $4,144.7 and $4,088.9)		4,150.2					4,088.7
Loans receivable (cost: $1,504.5 and $910.6)		1,503.1					913.0
Loans receivable with related parties (cost: $69.3 and $0.0)		69.0					—
Total investments (cost: $25,697.4 and $24,169.8)		29,899.0					28,480.4
Cash and cash equivalents		15.1					3.8
Due from investment manager		5.5					2.2
Other		290.3			(2)		331.8			(2)
TOTAL ASSETS		30,209.9					28,818.2
LIABILITIES
Loans payable, at fair value
(principal outstanding: $2,338.0 and $2,688.1)		2,365.0					2,608.0
Line of credit, at fair value		250.0				0	—
Accrued real estate property expenses		225.9					222.4
Payable for collateral for securities loaned		25.7					68.8
Other		35.4					76.4
TOTAL LIABILITIES		2,902.0					2,975.6
COMMITMENTS AND CONTINGENCIES
NET ASSETS
Accumulation Fund		26,759.1					25,320.1
Annuity Fund		548.8					522.5
TOTAL NET ASSETS		$	27,307.9				$	25,842.6
NUMBER OF ACCUMULATION UNITS OUTSTANDING		60.8					60.7
NET ASSET VALUE, PER ACCUMULATION UNIT		$	440.422				$	417.416

⁽¹⁾ Includes securities loaned of $25.2 million at December 31, 2019 and $67.4 million at December 31, 2018.

⁽²⁾ Includes cash collateral for securities loaned of $25.7 million at December 31, 2019 and $68.8 million at December 31, 2018.

See notes to the audited consolidated financial statements

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TIAA REAL ESTATE ACCOUNT

AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(millions)

		Years Ended December 31,
		2019				2018				2017
INVESTMENT INCOME
Real estate income, net
Rental income		$	1,103.5			$	1,083.2			$	1,059.6
Real estate property level expenses and taxes:
Operating expenses		237.5				228.6				221.2
Real estate taxes		187.4				178.9				166.7
Interest expense		105.7				113.9				89.7
Total real estate property level expenses and taxes		530.6				521.4				477.6
Real estate income, net		572.9				561.8				582.0
Income from real estate joint ventures and funds		214.0				204.7				214.1
Interest		173.0				120.4				54.1
Dividends		23.2				50.8				26.3
TOTAL INVESTMENT INCOME		983.1				937.7				876.5
Expenses
Investment management charges		68.1				62.1				72.0
Administrative charges		50.0				50.9				59.3
Distribution charges		31.7				28.0				25.7
Mortality and expense risk charges		1.3				1.3				1.2
Liquidity guarantee charges		57.8				50.5				47.0
TOTAL EXPENSES		208.9				192.8				205.2
INVESTMENT INCOME, NET		774.2				744.9				671.3
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND LOANS PAYABLE
Net realized gain (loss) on investments
Real estate properties		583.1				242.7				42.0
Real estate joint ventures and funds		(114.4		)		75.9				(21.9		)
Marketable securities		301.1				12.8				17.6
Loans payable		—				(0.4		)		—
Net realized gain on investments		769.8				331.0				37.7
Net change in unrealized appreciation (depreciation) on
Real estate properties		(56.8		)		73.1				135.5
Real estate joint ventures and funds		50.3				55.5				146.8
Marketable securities		0.7				(103.0		)		50.0
Loans receivable		(3.8		)		0.3				1.2
Loans receivable with related parties		(0.3		)		—				—
Loans payable		(107.1		)		79.8				15.9
Net change in unrealized (depreciation) appreciation on investments and loans payable		(117.0		)		105.7				349.4
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND LOANS PAYABLE		652.8				436.7				387.1
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	1,427.0			$	1,181.6			$	1,058.4

See notes to the audited consolidated financial statements

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TIAA REAL ESTATE ACCOUNT

AUDITED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(millions)

		Years Ended December 31,
		2019				2018				2017
FROM OPERATIONS
Investment income, net		$	774.2			$	744.9			$	671.3
Net realized gain on investments		769.8				331.0				37.7
Net change in unrealized (depreciation) appreciation on investments and loans payable		(117.0		)		105.7				349.4
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		1,427.0				1,181.6				1,058.4
FROM PARTICIPANT TRANSACTIONS
Premiums		2,655.9				2,637.4				2,561.7
Annuity payments		(47.3		)		(45.0		)		(43.4		)
Withdrawals and death benefits		(2,570.3		)		(2,874.0		)		(2,938.8		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PARTICIPANT TRANSACTIONS		38.3				(281.6		)		(420.5		)
NET INCREASE IN NET ASSETS		1,465.3				900.0				637.9
NET ASSETS
Beginning of period		25,842.6				24,942.6				24,304.7
End of period		$	27,307.9			$	25,842.6			$	24,942.6

See notes to the audited consolidated financial statements

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TIAA REAL ESTATE ACCOUNT

AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)

		Years Ended December 31,
		2019				2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations		$	1,427.0			$	1,181.6			$	1,058.4
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		(769.8		)		(331.0		)		(37.7		)
Net change in unrealized depreciation (appreciation) on investments and loans payable		117.0				(105.7		)		(349.4		)
Purchase of real estate properties		(1,059.7		)		(786.3		)		(538.2		)
Capital improvements on real estate properties		(304.4		)		(228.6		)		(130.1		)
Proceeds from sale of real estate properties		1,285.4				1,462.7				525.5
Purchases of long term investments		(1,373.4		)		(1,422.2		)		(592.0		)
Proceeds from long term investments		1,210.5				756.4				385.3
Purchases and originations of loans receivable		(695.5		)		(939.2		)		(1.9		)
Purchases and originations of loans receivable with related parties		(69.3		)		—				—
Proceeds from sales of loans receivable		50.8				257.3				—
Proceeds from payoffs of loans receivable		50.8				68.0				—
(Increase) Decrease in other investments		(54.9		)		(200.8		)		165.9
Change in due from investment manager		(3.3		)		(1.2		)		4.9
Decrease (Increase) in other assets		23.3				(59.7		)		58.2
(Decrease) Increase in other liabilities		(70.4		)		63.0				(72.6		)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(235.9		)		(285.7		)		476.3
CASH FLOWS FROM FINANCING ACTIVITIES
Line of credit proceeds received		250.0				—				—
Mortgage loan proceeds received		47.5				712.8				—
Payments of mortgage loans		(106.8		)		(152.2		)		(50.6		)
Premiums		2,655.9				2,637.4				2,561.7
Annuity payments		(47.3		)		(45.0		)		(43.4		)
Withdrawals and death benefits		(2,570.3		)		(2,874.0		)		(2,938.8		)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		229.0				279.0				(471.1		)
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(6.9		)		(6.7		)		5.2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period cash, cash equivalents and restricted cash		47.3				54.0				48.8
Net (decrease) increase in cash, cash equivalents and restricted cash		(6.9		)		(6.7		)		5.2
End of period cash, cash equivalents and restricted cash		$	40.4			$	47.3			$	54.0
SUPPLEMENTAL DISCLOSURES
Cash paid for interest		$	107.8			$	108.7			$	89.9
Debt assumed as part of a real estate acquisition		$	181.0			$	105.1			$	17.7
Loan assignment as part of a real estate disposition		$	471.8			$	216.5			$	45.0
Stock consideration received from the merger of marketable securities		$	—			$	6.1			$	—

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (millions):

	As of December 31,
	2019				2018				2017
Cash and cash equivalents	$	15.1			$	3.8			$	11.7
Restricted cash(1)	25.3				43.5				42.3
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	40.4			$	47.3			$	54.0

⁽¹⁾ Restricted cash is included within other assets on the Account's Consolidated Statements of Assets and Liabilities.

See notes to the audited consolidated financial statements

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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 appreciation of a diversified portfolio of directly held, private real estate investments and real estate-related investments while offering investors guaranteed, daily liquidity. The Account holds real estate properties directly and through subsidiaries wholly-owned by TIAA for the sole benefit of the Account. The Account also holds limited interests in real estate joint ventures and funds, 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).

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.

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 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, loans payable and a line of credit 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 excluding transaction costs.

The following is a description of the valuation methodologies used to determine the fair value of the Account’s investments and investment related 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.

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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 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.

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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 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 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 loans payable, and other factors, such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. The fair value of real estate and loans payable held by joint ventures is determined in the same manner described above in Valuation of Real Estate Properties. The independent fiduciary reviews and approves all valuation adjustments before such adjustments are recorded by the Account. 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 Funds—Real estate fund interests are stated at the fair value of the Account’s ownership in the fund. Management uses net asset value information provided by limited partners as a practical expedient to estimate fair value. The Account receives estimates from limited partners on a quarterly basis, and audited information is provided annually. Upon receipt of the information, management reviews and concludes on whether the net asset values provided are an appropriate representation of the fair value of the Account's interests in the real estate funds and makes valuation adjustments as necessary. Valuation of real estate funds proceeds 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.

Valuation of Debt Securities—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 by management and 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.

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 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.

Valuation of Loans Payable (i.e. the Account as a debtor)—Mortgage or other loans payable, including the Accounts line of credit, are stated at fair value. The estimated fair value of loans payable is generally based on the amount at

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which the liability could be transferred in a current transaction, exclusive of transaction costs. Fair values are estimated based on market factors, such as market interest rates and spreads on 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), the maturity date of the loan, the return demands of the market, and the credit quality of the Account. Different assumptions or changes in future market conditions could significantly affect estimated fair values. At times, the Account may assume debt in connection with the purchase of real estate (including under the Account's line of credit or additional credit facilities). The independent fiduciary reviews and approves all valuation adjustments before such adjustments are recorded by the Account.

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.

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 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 and losses incurred but not yet distributed or realized from the Account by the joint ventures are recorded as unrealized gains and losses.

Real Estate Funds—The Account has limited ownership interests in various private real estate funds. 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 funds 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 real estate funds as determined from the financial statements of the real estate funds when received by the Account. Prior to the receipt of the financial statements from the real estate funds, the Account estimates the value of its interest using information provided by the limited partners. 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

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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—The Account may originate, purchase or sell loans collateralized by real estate. The cost basis of originated loans is comprised of the principal balance and direct costs incurred that represent a component of loan’s reported fair value. The cost basis of purchased loans consists of the purchase price of the loan and additional direct costs incurred that represent a component of the loan’s reported fair value. Additional costs incurred by the Account to originate or purchase loans that do not represent a component of a loan’s fair value are recorded as expenses in the period incurred. Nonrefundable origination fees paid by borrowers are recognized as interest income once all activities required to execute the loan are completed. Prepayment fees received from the payoff of loans in advance of their maturity date are recognized as interest income on the date the payoff occurs. Interest income from loans in accrual status is recognized based on the current coupon rate of the loans.

Interest income from loans in accrual status is recognized based on the current coupon rate of the loans. Interest income accruals are suspended when a loan becomes a non-performing loan, defined as a loan more than ninety days in arrears or at any point when management believes the full collection of principal is doubtful. Interest income on non-performing loans is recognized only as cash payments are received. Loans can be rehabilitated to normal accrual status once all past due interest has been collected and management believes the full collection of principal is likely.

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 fund. Real estate and loan receivable transactions are accounted for as of the date on which the purchase or sale transactions close (settlement date). The Account recognizes a realized gain on the sale of an investment to the extent that the contract sales price exceeds the cost-to-date of the investment being sold. A realized loss occurs when the cost-to-date exceeds the sales price. Realized gains and losses from partial sales of non-financial assets are recognized in accordance with ASC 610-20 - Gains and Losses from the Derecognition of Nonfinancial Assets. Realized gains and losses from the sale of financial assets are recognized in accordance with ASC 860 - Transfers and Servicing. 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, Real Estate Funds and Loans Receivable 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, 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.

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Variable Interest Entities: Variable interests are financial relationships which expose a reporting entity to the risks and rewards of variability in the entity's assets and operations. When variable interests exist, they are subject to evaluation under the variable interest entity ("VIE") model if any one of the following four characteristics are present: a) the entity is insufficiently capitalized; b) the equity holders do not have power to control the activities that most significantly impact the entity's financial performance; c) the voting rights of the equity holders are not proportionate to their economic interests; or d) the equity holders are not exposed to the residual losses or benefits that would normally be associated with equity interests.

ASC 810 - Consolidation prohibits a reporting entity that qualifies as an investment company under ASC 946 - Financial Services - Investment Companies from consolidating an investee that is not an investment company. This scope exception does not apply to situations in which an investment company has an interest in another investment company. Accordingly, the Account's investments in other investment companies (e.g., real estate funds) are subject to evaluation under the VIE model.

The Account consolidates a VIE if it concludes that the Account is the primary beneficiary of the VIE. The primary beneficiary has both: a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance; and b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The following activities have been identified by the Account as having the most significant impact on a VIE's economic performance:

•	control over the ability to acquire and dispose of investments held by the entity;

•	the ability to kick out a managing entity without cause, either unilaterally or with a group of equity investors;

•	the ability to modify the power of the managing entity without its consent; and

•	control over the day-to-day decision making of the underlying investments

An equity investor in a VIE may not actively be involved in the significant activities (i.e., it may cede day-to-day decision making to a third party), but if the equity investor has approval rights or some other mechanism to retain ultimate control, the equity investor with these rights would be concluded as having power over the activity.

On a quarterly basis, the Account evaluates all involvements with VIEs, including any changes to governing powers of continuing VIEs. The consolidation status of VIEs may change as a result of such continued evaluation. At the reporting date, the Account was not deemed to be the primary beneficiary of any VIEs. Refer to Note 7—Investments in Real Estate Funds for additional detail.

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.

Restricted Cash: The Account held restricted cash in escrow accounts for security deposits, as required by certain states, as well as property taxes, insurance, and various other property related matters as required by certain creditors related to outstanding loans payable collateralized by certain real estate investments. These amounts are recorded within other assets on the Consolidated Statements of Assets and Liabilities. See Note 9—Loans Payable for additional information regarding the Account’s outstanding loans payable.

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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.

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 Consolidated Statements of Assets and Liabilities. When loaning securities, the Account retains the benefits of owning the securities, including the economic equivalent of dividends or interest generated by the securities. All income generated by the securities lending program is reflected within interest income on the Consolidated Statements of Operations.

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 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.

Adopted Accounting Pronouncements: In February 2016, the FASB issued Accounting Standards Update 2016-02 Leases (Topic 842) (“ASU 2016-02”) which supersedes Topic 840, Leases. ASU 2016-02 applies to all entities that enter into leases. Lessees are required to report assets and liabilities that arise from leases. Lessor accounting has largely remained unchanged; however, certain refinements were made to conform with revenue recognition guidance in the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. ASU 2016-02 contains certain practical expedients, which the Account has elected. The Account's exposure to ASU 2016-02 is primarily as a lessor. The Account's exposure to ASU 2016-02 from the perspective of a lessee is limited to ground leases. The Account adopted ASU 2016-02 as of January 1, 2019. New disclosures required by ASC 2016-02 are included in the Notes to the Consolidated Financial Statements, refer to Note 4—Leases.

The Account has elected the transition package of practical expedients permitted within the new standard. This practical expedient permits the Account to carryforward the historical lease classification and not to reassess initial direct costs for any existing leases.

In addition, the Account has elected the practical expedient that allows lessors to avoid separating lease and non-lease components within a contract if certain criteria are met. The lessor’s practical expedient election is 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. This practical expedient allows the Account the ability to combine the lease and non-lease components if the underlying asset meets the two criteria above.

In August 2018, FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements ("ASU 2018-13"). ASU 2018-13 modifies the disclosures required for fair value measurements. This guidance is effective for fiscal years beginning after December 15, 2019. The Account adopted ASU 2018-13 as of January 1, 2019 and concluded that the adoption did not have a material impact on the Notes to the Financial Statements.

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In February 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements (“ASU 2019-01”). ASU 2019-01 addresses two lessor implementation issues and clarifies an exemption for lessors and lessees from a certain interim disclosure requirement associated with adopting the new lease accounting standard. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Account adopted ASU 2019-01 as of January 1, 2019 and concluded that the adoption did not have a material impact on the Consolidated Financial Statements.

Note 2—Related Party Transactions

Investment management, administrative and distribution services are provided to the Account at cost by TIAA. Services provided at cost are paid by the Account on a daily basis based upon projected expenses to be provided to the Account. Payments are adjusted periodically to ensure daily payments are as close as possible to the Account’s actual expenses incurred. Differences between actual expenses and the amounts paid by the Account are reconciled and adjusted quarterly.

Investment management services for the Account are provided by TIAA officers, under the direction and control of the Board, 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.

In addition to providing the services described above, TIAA charges the Account fees to bear certain mortality and expense risks, and risks with providing the liquidity guarantee. These fees are charged as a percentage of the net assets of the Account. Rates for these fees are established annually.

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. As such, mortality and expense risk expenses are contractual charges for TIAA’s assumption of this risk.

The liquidity guarantee ensures 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.

Expenses for the services and fees described above are identified as such in the accompanying Consolidated Statements of Operations and are further identified as "Expenses" in Note 11—Financial Highlights.

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.

The Account has loans receivable outstanding with related parties as of December 31, 2019. The loans are with joint ventures in which the Account also has an equity interest. The loans are held at fair value in accordance with the

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valuation policies described in Note 1—Organization and Significant Accounting Policies. The following table presents the key terms of the loans as of the reporting date:

						Related Party		Equity Ownership Interest		Interest Rate		Maturity Date		Fair Value at
Principal														December 31, 2019				December 31, 2018
2019			2018
36.5			—			MRA Hub 34 Holding, LLC		95.00%		2.50% + LIBOR		9/1/2022		$	36.5			$	—
32.8			—			THP Student Housing, LLC		97.00%		3.200%		9/1/2024		32.5				—
TOTAL LOANS RECEIVABLE WITH RELATED PARTIES														$	69.0			$	—

Note 3—Concentration Risk

Concentration risk may arise when a number of properties 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. Additionally, concentrations of risk may arise if any one tenant comprises a significant amount of the Account's rent, or if tenants are concentrated in a particular industry.

As of December 31, 2019, the Account had no significant concentrations of tenants as no single tenant had annual contract rent that made up more than 3% of the rental income of the Account. Moreover, the Account's tenants have no notable concentration present in any one industry. There are no significant lease expirations scheduled to occur over the next twelve months.

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, 2019:

Diversification by Fair Value(1)
		West			East			South			Midwest			Total
Office		13.1	%		18.8	%		5.3	%		—	%		37.2	%
Apartment		10.1	%		7.7	%		7.4	%		1.0	%		26.2	%
Retail		6.9	%		3.9	%		7.7	%		0.8	%		19.3	%
Industrial		9.0	%		1.6	%		4.7	%		0.5	%		15.8	%
Other(2)		0.5	%		0.4	%		0.6	%		—	%		1.5	%
Total		39.6	%		32.4	%		25.7	%		2.3	%		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 hotel 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

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 2049. Rental income is recognized in accordance with the billing terms of the lease agreements. The leases do not have material variable payments, material residual value guarantees or material restrictive covenants. Certain leases have the option to extend or terminate at the tenant's discretion, with termination options resulting in additional fees due to the Account. 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 (millions):

	For the Years Ending December 31,
2020	$	550.4
2021	505.0
2022	442.1
2023	381.2
2024	316.6
Thereafter	1,078.4
Total	$	3,273.7

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 Account has ground leases for which the Account is the lessee. The leases do not contain material residual value guarantees or material restrictive covenants. The fair value of right-of-use assets and leases liabilities related to ground leases are reflected on the balance sheet within other assets and other liabilities, respectively.

The fair values and key terms of the right-of-use assets and lease liabilities related to the Account's ground leases are as follows (millions):

		As of December 31, 2019
Assets:
Right-of-use assets, at fair value		$	25.7
Liabilities:
Ground lease liabilities, at fair value		$	25.7

Key Terms
Weighted-average remaining lease term (years)		84.4
Weighted-average discount rate(1)		6.15	%

⁽¹⁾ Discount rates are reflective of the rates utilized during the most recent appraisal of the associated real estate investments.

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For the year ended December 31, 2019, operating lease costs related to ground leases were $1.3 million . These costs include variable lease costs, which are immaterial. Aggregate future minimum annual payments for ground leases held by the Account are as follows (millions):

	For the Years Ending December 31,
2020	$	1.2
2021	1.2
2022	1.2
2023	1.2
2024	1.3
Thereafter	375.9
Total	$	382.0

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 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges.

•	Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations.

•	Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate.

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. Real estate fund investments are excluded from the valuation hierarchy, as these investments are fair valued using their net asset value as a practical expedient since market quotations or values from independent pricing services are not readily available. See Note 1 - Organization and Significant Accounting Policies for further discussion regarding the use of a practical expedient for the valuation of real estate funds.

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 an estimate by management 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.

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The following tables show the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 and 2018, 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 (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, 2019
Real estate properties		$	—			$	—			$	15,835.0			$	—			$	15,835.0
Real estate joint ventures		—				—				7,204.2				—				7,204.2
Real estate funds		—				—				—				311.8				311.8
Marketable securities:
Real estate-related		825.7				—				—				—				825.7
Government agency notes		—				259.6				—				—				259.6
United States Treasury securities		—				2,589.1				—				—				2,589.1
Corporate bonds		—				1,268.3				—				—				1,268.3
Municipal bonds		—				33.2				—				—				33.2
Loans receivable(1)		—				—				1,572.1				—				1,572.1
Total Investments at December 31, 2019		$	825.7			$	4,150.2			$	24,611.3			$	311.8			$	29,899.0
Loans payable		$	—			$	—			$	(2,365.0	)		$	—			$	(2,365.0	)
Line of credit		$	—			$	—			$	(250.0	)		$	—			$	(250.0	)

⁽¹⁾ Amount shown is reflective of loans receivable and loans receivable with related parties.

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, 2018
Real estate properties		$	—			$	—			$	15,531.1			$	—			$	15,531.1
Real estate joint ventures		—				—				6,356.6				—				6,356.6
Real estate funds		—				—				—				175.9				175.9
Marketable securities:
Real estate-related		1,415.1				—				—				—				1,415.1
Government agency notes		—				2,050.7				—				—				2,050.7
United States Treasury securities		—				2,038.0				—				—				2,038.0
Loans receivable		—				—				913.0				—				913.0
Total Investments at December 31, 2018		$	1,415.1			$	4,088.7			$	22,800.7			$	175.9			$	28,480.4
Loans payable		$	—			$	—			$	(2,608.0	)		$	—			$	(2,608.0	)

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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, 2019 and 2018 (millions):

		Real Estate Properties				Real Estate Joint Ventures				Loans Receivable(3)				Total Level 3 Investments				Loans Payable				Line of Credit
For the year ended December 31, 2019
Beginning balance January 1, 2019		$	15,531.1			$	6,356.6			$	913.0			$	22,800.7			$	(2,608.0	)		$	—
Total realized and unrealized gains(losses) included in changes in net assets		526.3				(100.3		)		(4.1		)		421.9				(107.1		)		—
Purchases(1)		1,534.9				953.0				764.8				3,252.7				(228.5		)		(250.0		)
Sales		(1,757.3		)		—				—				(1,757.3		)		—				—
Settlements(2)		—				(5.1		)		(101.6		)		(106.7		)		578.6				—
Ending balance December 31, 2019		$	15,835.0			$	7,204.2			$	1,572.1			$	24,611.3			$	(2,365.0	)		$	(250.0	)

		Real Estate Properties				Real Estate Joint Ventures				Loans Receivable				Total Level 3 Investments				Loans Payable
For the year ended December 31, 2018
Beginning balance January 1, 2018		$	15,742.7			$	5,860.6			$	298.8			$	21,902.1			$	(2,238.3	)
Total realized and unrealized gains included in changes in net assets		315.8				116.3				0.3				432.4				79.4
Purchases(1)		1,151.8				941.5				939.2				3,032.5				(817.9		)
Sales		(1,679.2		)		—				(257.3		)		(1,936.5		)		—
Settlements(2)		—				(561.8		)		(68.0		)		(629.8		)		368.8
Ending balance December 31, 2018		$	15,531.1			$	6,356.6			$	913.0			$	22,800.7			$	(2,608.0	)

(1)	Includes purchases, contributions for joint ventures, capital expenditures, lending for loans receivable and assumption of loans payable.

(2)	Includes operating income for real estate joint ventures net of distributions, principal payments and payoffs of loans receivable, and principal payments and extinguishment of loans payable.

(3)	Amount shown is reflective of loans receivable and loans receivable with related parties.

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The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of December 31, 2019.

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%–8.5% (6.6%)
			Terminal Capitalization Rate	4.0%–7.5% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.9%–7.0% (5.0%)
	Industrial	Income Approach—Discounted Cash Flow	Discount Rate	5.3% - 9.0% (6.7%)
			Terminal Capitalization Rate	4.3% - 8.1% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.9% - 7.4% (4.9%)
	Residential	Income Approach—Discounted Cash Flow	Discount Rate	5.3% - 7.8% (6.4%)
			Terminal Capitalization Rate	4.3% - 6.8% (5.1%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.8% - 6.0% (4.6%)
	Retail	Income Approach—Discounted Cash Flow	Discount Rate	5.3% - 11.7% (6.6%)
			Terminal Capitalization Rate	4.8% - 9.4% (5.4%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.3% - 11.0% (4.9%)
	Hotel	Income Approach—Discounted Cash Flow	Discount Rate	10.0% (10.0%)
			Terminal Capitalization Rate	7.8% (7.8%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	7.5% (7.5%)
Loans Payable	Office and Industrial	Discounted Cash Flow	Loan-to-Value Ratio	31.6% - 59.5% (46.3%)
			Equivalency Rate	3.1% - 4.3% (3.4%)
		Net Present Value	Loan-to-Value Ratio	31.6% - 59.5% (46.3%)
			Weighted Average Cost of Capital Risk Premium Multiple	1.2 - 1.5 (1.3)
	Residential	Discounted Cash Flow	Loan-to-Value Ratio	30.2% - 69.0% (47.8%)
			Equivalency Rate	3.0% - 3.6% (3.3%)
		Net Present Value	Loan-to-Value Ratio	30.2% - 69.0% (47.8%)
			Weighted Average Cost of Capital Risk Premium Multiple	1.2 - 1.7 (1.3)
	Retail	Discounted Cash Flow	Loan-to-Value Ratio	33.3% - 63.3% (41.1%)
			Equivalency Rate	3.3% - 4.0% (3.5%)
		Net Present Value	Loan-to-Value Ratio	33.3% - 63.3% (41.1%)
			Weighted Average Cost of Capital Risk Premium Multiple	1.2 - 1.5 (1.3)
Loans Receivable, including those with related parties	Residential, Hotel, Industrial, Office, Retail and Storage	Discounted Cash Flow	Loan-to-Value Ratio	31.7% - 81.5% (72.5%)
			Equivalency Rate	3.2% - 8.4% (6.0%)

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The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of December 31, 2018.

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%–8.6% (6.5%)
			Terminal Capitalization Rate	4.0%–7.5% (5.4%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	4.0%–7.0% (4.8%)
	Industrial	Income Approach—Discounted Cash Flow	Discount Rate	5.3%–8.9% (6.8%)
			Terminal Capitalization Rate	4.4%–7.3% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	4.0%–7.0% (4.9%)
	Residential	Income Approach—Discounted Cash Flow	Discount Rate	5.5%–7.8% (6.5%)
			Terminal Capitalization Rate	3.8%–6.8% (5.0%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.3%–6.0% (4.5%)
	Retail	Income Approach—Discounted Cash Flow	Discount Rate	5.0%–10.7% (6.4%)
			Terminal Capitalization Rate	4.3%–9.0% (5.3%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.3%–8.5% (4.7%)
Loans Payable	Office and Industrial	Discounted Cash Flow	Loan-to-Value Ratio	36.4%–67.8% (47.6%)
			Equivalency Rate	3.9%–6.2% (4.6%)
		Net Present Value	Loan-to-Value Ratio	36.4%–67.8% (47.6%)
			Weighted Average Cost of Capital Risk Premium Multiple	1.2–1.4 (1.3)
	Residential	Discounted Cash Flow	Loan-to-Value Ratio	31.9%–63.6% (48.1%)
			Equivalency Rate	3.4%–4.6% (4.1%)
		Net Present Value	Loan-to-Value Ratio	31.9%–63.6% (48.1%)
			Weighted Average Cost of Capital Risk Premium Multiple	1.1–1.4 (1.2)
	Retail	Discounted Cash Flow	Loan-to-Value Ratio	31.9%–55.3% (39.3%)
			Equivalency Rate	4.3%–5.3% (4.5%)
		Net Present Value	Loan-to-Value Ratio	31.9%–55.3% (39.3%)
			Weighted Average Cost of Capital Risk Premium Multiple	1.1–1.3 (1.2)
Loans Receivable	Residential, Industrial, Office, Retail and Storage	Discounted Cash Flow	Loan-to-Value Ratio	70.8%-79.2% (75.6%)
			Equivalency Rate	6.0%-8.3% (6.9%)

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.

Loans Payable: The significant unobservable inputs used in the fair value measurement of the Account’s 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.

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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, 2019 and 2018 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 loans payable using significant unobservable inputs still held as of the reporting date is as follows (millions):

		Real Estate Properties				Real Estate Joint Ventures				Loans Receivable				Total Level 3 Investments				Mortgage Loans Payable
For the year ended December 31, 2019		$	355.2			$	(94.7	)		$	(4.1	)		$	256.4			$	(96.8	)
For the year ended December 31, 2018		$	282.6			$	80.8			$	0.3			$	363.7			$	86.2

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 loans payable collateralized by the properties owned by the aforementioned joint ventures. At December 31, 2019, the Account held investments in joint ventures with ownership interest percentages that ranged from 33.3% to 98.0%. Certain joint ventures are subject to adjusted distribution percentages when earnings in the investment reach a pre-determined threshold.

A condensed summary of the gross financial position and results of operations of the combined joint ventures is shown below (millions):

		December 31,
		2019				2018
Assets
Real estate properties, at fair value		$	17,455.8			$	16,134.1
Other assets		485.9				460.3
Total assets		$	17,941.7			$	16,594.4
Liabilities & Equity
Mortgage notes payable and other obligations, at fair value		$	5,185.3			$	5,035.3
Other liabilities		256.3				262.5
Total liabilities		5,441.6				5,297.8
Total equity		12,500.1				11,296.6
Total liabilities and equity		$	17,941.7			$	16,594.4

		Years ended December 31,
		2019				2018				2017
Operating Revenue and Expenses
Revenues		$	1,126.5			$	950.6			$	869.2
Expenses		604.1				487.1				426.9
Excess of revenues over expenses		$	522.4			$	463.5			$	442.3

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Note 7—Investments in Real Estate Funds

The Account has ownership interests in real estate funds ("Funds"). The Funds are setup as limited partnerships or entities similar to a limited partnership, and as such, meet the definition of a VIE as the limited partners (as a group) lack the power, through voting or similar rights, to direct the activities of the Fund that most significantly impact the Fund's economic performance. Management has determined that the Account is not the primary beneficiary for any of the Funds, as the Account lacks the power to direct the activities of the Fund that most significantly impact the Fund's economic performance, and the Account further lacks substantive kick-out rights to remove the entity with these powers. Refer to Note 1—Organization and Significant Accounting Policies for a description of the methodology used to determine the primary beneficiary of a VIE.

No financial support (such as loans or financial guarantees) was provided to the Funds during the year ended December 31, 2019. The Account is contractually obligated to make additional capital contributions in certain Funds in future years. These commitments are identified in Note 13—Commitments and Contingencies.

The carrying amount and maximum exposure to loss relating to VIEs in which the Company holds a significant variable interest but is not the primary beneficiary and which have not been consolidated were as follows at December 31, 2019.

Fund Name	Carrying Amount				Maximum Exposure to Loss				Liquidity Provisions		Investment Strategy
	(in millions)
LCS SHIP Venture I, LLC (90.0% Account Interest)	$	216.1			$	216.1			Redemptions prohibited prior to liquidation.		To invest in senior housing properties.
									Liquidation estimated to begin no earlier than 2025.
									The Account is permitted to sell or transfer its interest in the fund, subject to consent and approval of the manager.
SP V - II, LLC (75.0% Account Interest)	$	23.3			$	23.3			Redemptions prohibited prior to liquidation.		To invest in medical office properties in the U.S.
									Liquidation estimated to begin no earlier than 2022.
									The Account is permitted to sell or transfer its interest in the fund, subject to consent and approval of the manager.
Taconic New York City GP Fund, LP (60.0% Account Interest)	$	29.8			$	29.8			Redemptions prohibited prior to liquidation.		To invest in real estate and real estate-related assets in the New York City metropolitan statistical area ("MSA").
									Liquidation estimated to begin no earlier than 2024.
									The Account is permitted to sell its interest in the fund, subject to consent and approval of the general partner.
Veritas - Trophy VI, LLC (90.0% Account Interest)	$	4.2			$	4.2			Redemptions prohibited prior to liquidation.		To invest in multi-family properties primarily in the San Francisco Bay and Los Angeles MSA.
									The Account is not permitted to sell or transfer its interest in the fund until August 2022. After this date, the Account can sell or transfer its interest in the fund with the consent and approval of the manager.

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Fund Name	Carrying Amount				Maximum Exposure to Loss				Liquidity Provisions		Investment Strategy
	(in millions)
IDR - Core Property Index Fund, LLC (2.0% Account Interest)	$	25.0			$	25.0			Redemptions are permitted for a full calendar quarter and upon at least 90 days prior written notice, subject to fund availability.		To invest primarily in open-ended funds that fall within the NFI-ODCE Index and are actively managed.
									The Account is permitted to sell its interest in the fund, subject to consent and approval of the manager.
Grubb Southeast Real Estate Fund VI, LLC (67.0% Account Interest)	$	13.4			$	13.4			Redemptions prohibited prior to liquidation.		To acquire office investments across the Southeast.
									Liquidation estimated to begin no earlier than 2026.
									The Account is not permitted to sell or transfer its interest in the fund until June 2021. After this date, the Account can sell or transfer its interest in the fund with the consent and approval of the manager.
Total	$	311.8			$	311.8

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Note 8—Loans Receivable

The Account’s loan receivable portfolio is primarily comprised of mezzanine loans secured by the borrower’s indirect interest in commercial real estate. Mezzanine loans are subordinate to first mortgages on the underlying real estate collateral. The following property types represent the underlying real estate collateral for the Account's mezzanine loans (millions):

		December 31, 2019							December 31, 2018
		Fair Value				%			Fair Value				%
Office(1)		$	768.0			48.8	%		$	512.1			56.2	%
Industrial		199.6				12.7	%		176.4				19.3	%
Retail		158.5				10.1	%		101.6				11.1	%
Storage		82.0				5.2	%		63.2				6.9	%
Apartments(1)		228.8				14.6	%		59.7				6.5	%
Hotel		135.2				8.6	%		—				—	%
		$	1,572.1			100.0	%		$	913.0			100.0	%

⁽¹⁾ Includes loans receivable with related parties.

The Account monitors the risk profile of the loan receivable portfolio with the assistance of a third-party rating service that models the loans and assigns risk ratings based on information provided by TIAA, such as loan-to-value ratios, yields, credit quality of the borrowers, property types of the collateral, geographic and local market dynamics, physical condition of the collateral, and the underlying structure of the loans. Ratings for loans are updated monthly. Assigned ratings can range from AAA to C, with a AAA designation representing debt with the lowest level of credit risk and C representing a greater risk of default or principal loss. Mezzanine debt in good health is typically reflective of a risk rating in the B range (e.g., BBB, BB, B), as these ratings reflect borrowers' having adequate financial resources to service their financial commitments, but also acknowledging that adverse economic conditions, should they occur, would likely impede on a borrowers' ability to pay.

The following table presents the fair values of the Account's loan portfolio based on the risk ratings as of December 31, 2019, listed in order of the strength of the risk rating (from strongest to weakest):

		Number of Loans		Fair Value				%
AA		1		48.3				3.1	%
BBB		7		456.1				29.0	%
BB		13		787.4				50.1	%
B		3		205.0				13.0	%
NR(1)		3		75.3				4.8	%
		27		$	1,572.1			100.0	%

⁽¹⁾ "NR" designates loans not assigned an internal credit rating. As of December 31, 2019, this is comprised of two loans with related parties and one loan to an unaffiliated entity. The loans are collateralized by equity interests in real estate investments.

The Account had no loans in non-performing status as of December 31, 2019.

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Note 9—Loans Payable

At December 31, 2019 and 2018, the Account had outstanding loans payable secured by the following properties (millions):

Property		Interest Rate and Payment Frequency(2)		Principal Amounts Outstanding as of December 31,								Maturity
				2019				2018
Mass Court		2.88% paid monthly		$	—			$	90.2			September 1, 2019
Red Canyon at Palomino Park(4)		5.34% paid monthly		27.1				27.1				August 1, 2020
Green River at Palomino Park(4)		5.34% paid monthly		33.2				33.2				August 1, 2020
Blue Ridge at Palomino Park(4)		5.34% paid monthly		33.4				33.4				August 1, 2020
Ashford Meadows Apartments		5.17% paid monthly		44.6				44.6				August 1, 2020
The Knoll(1)		3.98% paid monthly		16.4				16.9				December 5, 2020
Ascent at Windward		3.51% paid monthly		34.6				34.6				January 1, 2022
The Palatine(1)		4.25% paid monthly		75.9				77.4				January 10, 2022
The Forum at Carlsbad(1)		4.25% paid monthly		85.7				87.3				March 1, 2022
Fusion 1560		3.42% paid monthly		37.4				37.4				June 10, 2022
San Diego Office Portfolio		3.62% paid monthly		48.2				—				August 15, 2022
The Colorado(1)		3.69% paid monthly		88.1				89.9				November 1, 2022
The Legacy at Westwood(1)		3.69% paid monthly		44.9				45.8				November 1, 2022
Regents Court(1)		3.69% paid monthly		38.1				38.8				November 1, 2022
Fourth & Madison		3.75% paid monthly		—				198.2				June 1, 2023
Fourth & Madison		4.17% paid monthly		—				90.0				June 1, 2023
1001 Pennsylvania Avenue(1)		3.70% paid monthly		320.7				327.0				June 1, 2023
Biltmore at Midtown		3.94% paid monthly		36.4				36.4				July 5, 2023
Cherry Knoll		3.78% paid monthly		35.3				35.3				July 5, 2023
Lofts at SoDo		3.94% paid monthly		35.1				35.1				July 5, 2023
1401 H Street, NW		3.65% paid monthly		115.0				115.0				November 5, 2024
The District at La Frontera(1)		3.84% paid monthly		39.3				—				December 1, 2024
The District at La Frontera(1)		4.96% paid monthly		4.4				—				December 1, 2024
Circa Green Lake		3.71% paid monthly		52.0				52.0				March 5, 2025
Union - South Lake Union		3.66% paid monthly		57.0				57.0				March 5, 2025
Holly Street Village		3.65% paid monthly		81.0				81.0				May 1, 2025
Township Apartments		3.65% paid monthly		—				49.0				May 1, 2025
Henley at Kingstowne		3.60% paid monthly		71.0				—				May 1, 2025
32 South State Street		4.48% paid monthly		24.0				24.0				June 6, 2025
Vista Station Office Portfolio(1)		4.00% paid monthly		20.5				—				July 1, 2025
780 Third Avenue		3.55% paid monthly		150.0				150.0				August 1, 2025
780 Third Avenue		3.55% paid monthly		20.0				20.0				August 1, 2025
Vista Station Office Portfolio(1)		4.20% paid monthly		44.7				—				November 1, 2025
701 Brickell Avenue		3.66% paid monthly		184.0				184.0				April 1, 2026
55 Second Street		3.74% paid monthly		—				137.5				October 1, 2026
1900 K Street, NW		3.93% paid monthly		163.0				163.0				April 1, 2028
99 High Street		3.90% paid monthly		277.0				277.0				March 1, 2030
Total Principal Outstanding				$	2,338.0			$	2,688.1
Fair Value Adjustment(3)				27.0				(80.1		)
Total Loans Payable				$	2,365.0			$	2,608.0

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(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)	Represents mortgage loans on these individual properties which are held within the Palomino Park portfolio.

Principal payment schedule on loans payable as of December 31, 2019 was as follows (millions):

	Amount
2020	$	170.9
2021	19.7
2022	455.5
2023	418.2
2024	165.4
Thereafter	1,108.3
Total maturities	$	2,338.0

Note 10—Line of Credit

On September 20, 2018, the Account entered into a $500.0 million unsecured revolving credit agreement (“Line of Credit”) syndicated across four national banks (“Lenders”), with each Lender providing a $125.0 million commitment. Access to the Line of Credit expires on September 20, 2021, with an option to extend the Line of Credit for two consecutive twelve terms at the Account’s election. The Account may request an additional $250.0 million in commitments from the Lenders at any time; however, this request is subject to approval at the sole discretion of the Lenders and is not a guarantee that an expansion beyond the original $500.0 million commitment will be granted. Draws against the Line of Credit can take the form of Eurodollar Loans or Alternate Base Rate Loans (“ABR Loans”). Eurodollar Loans and ABR Loans both require a minimum funding of $5.0 million. The Account is charged a fee of 0.20% per annum on any unused portion of the Line of Credit. For the year ended December 31, 2019, $1.0 million was charged to the Account for expenses related to the Line of Credit.

Eurodollar Loans are issued for a term of twelve months or less and bear interest during the period (“Interest Period”) at a rate equal to the Adjusted London Interbank Offer Rate (“Adjusted LIBOR”) plus a spread ranging between 0.85%-1.05% per annum (the “Applicable Rate”), with the spread dependent upon the leverage ratio of the Account. The Adjusted LIBOR Rate is calculated by multiplying the Statutory Reserve Rate, as determined by the Federal Reserve Board for Eurodollar liabilities, by the LIBOR rate, as determined by the Intercontinental Exchange on the date of issuance that corresponds to the length of the Interest Period of the Eurodollar Loan. The Account may prepay Eurodollar Loans at any time during the life of the loan without penalty. The Account is limited to five active Eurodollar Loans through the Line of Credit; however, the Account may retire and initiate new Eurodollar Loans without restriction so long as the total number of loans in active status never exceeds the limit.

ABR Loans are issued for a specific length of time and bear interest at a rate equal to the highest rate among the following calculations plus the Applicable Rate: a) the Prime Rate on the date of issuance, with the Prime Rate being defined as the rate of interest last quoted by the Wall Street Journal as the Prime Rate; b) the Federal Reserve Bank of New York (“NYFRB”) Rate as provided by the NYFRB on the date of issuance plus 0.5%; or c) the Adjusted LIBOR Rate plus 1.0%. The Account may prepay ABR Loans at any time during the life of the loan without penalty.

As of December 31, 2019, the Account had a $250.0 million loan outstanding on the Line of Credit. The Account is in compliance with all covenants required by the Line of Credit.

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Note 11—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,
		2019				2018				2017				2016				2015
Per Accumulation Unit Data:
Rental income		$	18.165			$	17.757			$	17.132			$	16.433			$	15.538
Real estate property level expenses and taxes		8.734				8.548				7.722				7.534				7.319
Real estate income, net		9.431				9.209				9.410				8.899				8.219
Other income		6.752				6.162				4.762				3.594				3.342
Total income		16.183				15.371				14.172				12.493				11.561
Expense charges(1)		3.439				3.161				3.318				3.290				3.092
Investment income, net		12.744				12.210				10.854				9.203				8.469
Net realized and unrealized gain on investments and loans payable		10.262				6.877				5.839				9.660				18.911
Net increase in Accumulation Unit Value		23.006				19.087				16.693				18.863				27.380
Accumulation Unit Value:
Beginning of period		417.416				398.329				381.636				362.773				335.393
End of period		$	440.422			$	417.416			$	398.329			$	381.636			$	362.773
Total return		5.51		%		4.79		%		4.37		%		5.20		%		8.16		%
Ratios to Average net Assets:
Expenses(1)		0.78		%		0.76		%		0.83		%		0.86		%		0.86		%
Investment income, net		2.90		%		2.95		%		2.72		%		2.41		%		2.37		%
Portfolio turnover rate:
Real estate properties(2)		7.8		%		11.8		%		2.7		%		1.3		%		5.7		%
Marketable securities(3)		28.7		%		5.1		%		5.7		%		3.5		%		10.0		%
Accumulation Units outstanding at end of period (millions):		60.8				60.7				61.3				62.4				60.4
Net assets end of period (millions)		$	27,307.9			$	25,842.6			$	24,942.6			$	24,304.7			$	22,360.0

(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 Funds 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.

Note 12—Accumulation Units

Changes in the number of Accumulation Units outstanding were as follows (millions):

		Years ended December 31,
		2019			2018			2017
Outstanding:
Beginning of period		60.7			61.3			62.4
Credited for premiums		6.2			6.5			6.6
Annuity, other periodic payments, withdrawals and death benefits		(6.1	)		(7.1	)		(7.7	)
End of period		60.8			60.7			61.3

95

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Note 13—Commitments and Contingencies

Commitments—As of December 31, 2019 and 2018, the Account had the following immediately callable commitments to purchase additional interests in its real estate funds or provide additional funding through its loan receivable investments:

		Commitment Expiration		December 31, 2019				December 31, 2018
Real Estate Funds(1)
	Taconic New York City GP Fund	11/2020		$	11.4			$	26.0
	LCS SHIP Venture I, LLC	12/2020		28.1				75.0
	Veritas Trophy VI, LLC(2)	02/2020		35.8				—
	SP V - II, LLC	09/2022		74.9				—
	Grubb Southeast Real Estate Fund VI, LLC	06/2021		86.6				—
	JCR Capital - REA Preferred Equity Parallel Fund	12/2022		100.0				—
	Townsend Strategic Ventures LP	03/2021		250.0				—
				586.8				101.0
Loans Receivable(3)
	311 South Wacker Mezzanine	06/2020		7.6				11.9
	Rosemont Towson Mezzanine	09/2022		1.2				2.3
	1330 Broadway Mezzanine	09/2022		14.0				14.8
	SCG Oakland Portfolio Mezzanine	03/2021		7.0				—
	BREP VIII Industrial Mezzanine	03/2026		14.1				—
	San Diego Office Portfolio Senior Loan	08/2022		10.0				—
	San Diego Office Portfolio Mezzanine	08/2022		3.3				—
	MRA Hub 34 Holding, LLC	09/2022		1.5				—
	Liberty Park Mezzanine	11/2023		5.0				—
	Colony New England Hotel Portfolio Senior Loan	11/2022		14.1				—
	Colony New England Hotel Portfolio Mezzanine	11/2022		4.7				—
	Exo Apartments Senior Loan	06/2020		7.1				—
	Exo Apartments Mezzanine	06/2020		2.4				—
				92.0				29.0
	TOTAL COMMITMENTS			$	678.8			$	130.0

(1)	Additional capital can be called during the commitment period at any time. The commitment period can only be extended by the manager with the consent of the Account. The commitment expiration date is reflective of the most recent signed agreement between the Account and the fund manager, including any side letter agreements.

(2)	The fund manager is granted 18 months from the initial contribution date, August 2019, to make its first capital call. If none have occurred, the Account's commitment will be reduced by $15.0 million. If a capital call occurs during the initial 18 month window, the commitment period will be modified to three years from the first capital call date.

(3)

Additional advances from the Account can be requested during the commitment period at any time. The commitment expiration date is reflective of the most recent signed agreement between the Account and the borrower, including any side letter agreements. Certain loans contain extension clauses on the term of the loan that do not require the Account's prior consent. If elected, the Account's commitment may be extended through the extension term.

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 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.

96

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Note 14—Subsequent Events

Real Estate Properties and Joint Ventures

Purchases

Property Name

Transaction Date

Ownership Percentage

Sector

Location

Net Purchase Price (1)

Sole at City Center

01/15/2020

100.00%

Apartments

West Palm Beach, FL

$

103.6

Park Creek Apartments

02/10/2020

100.00%

Apartments

Fort Worth, TX

41.7

Warwick Shopping Center(2)

02/19/2020

100.00%

Retail

Warwick, RI

11.1

Overlook at King of Prussia(2)

02/19/2020

100.00%

Retail

King of Prussia, PA

55.1

Shoppes at Lake Mary(2)

02/19/2020

100.00%

Retail

Lake Mary, FL

21.0

Winslow Bay Commons(2)

02/19/2020

100.00%

Retail

Mooresville, NC

50.9

Bellevue Place(2)

02/19/2020

100.00%

Retail

Nashville, TN

7.8

Eisenhower Crossing(2)

02/19/2020

100.00%

Retail

Macon, GA

10.1

Pavilion at Turkey Creek(2)

02/19/2020

100.00%

Retail

Knoxville, TN

49.9

Town and Country(2)

02/19/2020

100.00%

Retail

Knoxville, TN

30.1

Creeks at Virginia Center(2)

02/19/2020

100.00%

Retail

Glen Allen, VA

41.7

Alexander Place(2)

02/19/2020

100.00%

Retail

Raleigh, NC

39.9

Market Square(2)

02/19/2020

100.00%

Retail

Ft. Myers, FL

20.4

Cypress Trace(2)

02/19/2020

100.00%

Retail

Ft. Myers, FL

39.7

Columbiana Station(2)

02/19/2020

100.00%

Retail

Columbia, SC

43.8

Village Crossing(2)

02/19/2020

100.00%

Retail

Skokie, IL

160.7

Birkdale Village(2)

02/19/2020

100.00%

Retail

Huntersville, NC

128.9

Birkdale Village Apartments(2)

02/19/2020

100.00%

Apartments

Huntersville, NC

70.8

River Ridge(2)

02/19/2020

100.00%

Retail

Birmingham, AL

28.0

Woodstock Square(2)

02/19/2020

100.00%

Retail

Woodstock, GA

33.7

Newnan Pavilion(2)

02/19/2020

100.00%

Retail

Newnan, GA

39.7

Marketplace at Mill Creek(2)

02/19/2020

100.00%

Retail

Buford, GA

71.5

Heritage Pavilion(2)

02/19/2020

100.00%

Retail

Smyrna, GA

41.6

Fayette Pavilion(2)

02/19/2020

100.00%

Retail

Fayetteville, GA

88.4

Pacific City(3)

03/09/2020

100.00%

Retail

Huntington Beach, CA

153.9

(1)	The net purchase price represents the purchase price and closing costs.

(2)	On February 19, 2020, the Account purchased the 15% ownership interest of SITE Centers Corp in DDRTC Core Retail Fund, LLC, a joint venture between the Account and SITE Centers Corp. All properties and associated debt formerly held within DDRTC Core Retail Fund, LLC are now wholly-owned by the Account.

(3)	On March 9, 2020, the Account purchased the 30% ownership interest of DJM Capital in PC Borrower, LLC, a joint venture between the Account and DJM Capital. The retail property and associated debt formerly held within PC Borrower, LLC is now wholly-owned by the Account.

Sales

Property Name		Transaction Date		Ownership Percentage		Sector		Location		Net Sales Price (1)			Realized Gain(Loss) on Sale(2)
The Woodley		01/08/2020		100.00%		Apartments		Washington, D.C.		$	176.7		$	(25.2	)
Beltway North Commerce Center		01/14/2020		100.00%		Industrial		Houston, TX		29.8			4.3
250 North 10th Street		01/15/2020		100.00%		Apartments		Brooklyn, NY		137.1			(37.6		)
DDRTC Core Retail Fund, LLC(3)		02/19/2020		85.00%		Retail		Various, U.S.A.		932.8			(422.2		)
PC Borrower, LLC(4)		03/09/2020		70.00%		Retail		Huntington Beach, CA		107.7			(31.3		)

(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.

97

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(3)	On February 19, 2020, the Account purchased the 15% ownership interest of SITE Centers Corp in DDRTC Core Retail Fund, LLC, a joint venture between the Account and SITE Centers Corp. All properties and associated debt formerly held within DDRTC Core Retail Fund, LLC are now wholly-owned by the Account.

(4)	On March 9, 2020, the Account purchased the 30% ownership interest of DJM Capital in PC Borrower, LLC, a joint venture between the Account and DJM Capital. The retail property and associated debt formerly held within PC Borrower, LLC is now wholly-owned by the Account.

Loans Receivable

Originations and purchases

Investment Name

Transaction Date

Interest Rate

Sector

Maturity Date

Location

Amount

Sol Y Luna

01/07/2020

6.55%

Apartments

01/06/2030

Tucson, AZ

$

53.0

Payoffs and sales

Investment Name

Transaction Date

Interest Rate

Sector

Maturity Date

Location

Amount

Crest at Las Colinas Station Mezzanine

01/30/2020

5.11% + LIBOR

Apartments

05/10/2021

Irving, TX

$

20.0

DJM Capital Partners Mezzanine

03/09/2020

5.00%

Retail

03/02/2020

Huntington Beach, CA

6.3

Financings

New financings and assumptions of debt

Property Name

Transaction Date

Ownership Percentage

Interest Rate

Sector

Maturity Date

Location

Amount

Overlook at King of Prussia(1)

02/19/2020

100.00%

3.82%

Retail

09/11/2027

King of Prussia, PA

$

40.8

Winslow Bay Commons(1)

02/19/2020

100.00%

3.82%

Retail

09/11/2027

Mooresville, NC

25.8

Birkdale Village(1)

02/19/2020

100.00%

4.30%

Retail

04/01/2024

Huntersville, NC

78.4

Marketplace at Mill Creek(1)

02/19/2020

100.00%

3.82%

Retail

09/11/2027

Buford, GA

39.6

Pacific City(2)

03/09/2020

100.00%

2.00% + LIBOR

Retail

10/01/2023

Huntington Beach, CA

105.0

Payoffs and assignments of debt

Property Name

Transaction Date

Ownership Percentage

Interest Rate

Sector

Maturity Date

Location

Amount

DDRTC Core Retail Fund, LLC(1)

02/19/2020

85.00%

Various

Retail

Various

Various, U.S.A.

$

156.8

PC Borrower, LLC(2)

03/09/2020

70.00%

2.00% + LIBOR

Retail

10/01/2023

Huntington Beach, CA

73.5

(1)	On February 19, 2020, the Account purchased the 15% ownership interest of SITE Centers Corp in DDRTC Core Retail Fund, LLC, a joint venture between the Account and SITE Centers Corp. All properties and associated debt formerly held within DDRTC Core Retail Fund, LLC are now wholly-owned by the Account.

(2)	On March 9, 2020, the Account purchased the 30% ownership interest of DJM Capital in PC Borrower, LLC, a joint venture between the Account and DJM Capital. The retail property and associated debt formerly held within PC Borrower, LLC is now wholly-owned by the Account.

Financings - Other

On January 21, 2020, the Account paid off the $250.0 million loan outstanding on the Line of Credit.

Marketable Securities

In the first two months of 2020, the Account sold approximately $304 million in real estate-related securities.

98

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

REAL ESTATE PROPERTIES—53.0% and 54.5%

Location/Description		Type		Fair Value at December 31,
				2019					2018
Alabama:
Riverchase Village		Retail		$	40.3				$	40.0
Arizona:
Camelback Center		Office		49.0					63.4
Riverside 202 Industrial		Industrial		29.6					—
California:
55 Second Street		Office		—					368.2			(1)
88 Kearny Street		Office		221.0					189.1
101 Pacific Coast Highway		Office		96.1					—
200 Middlefield Road		Office		68.0					61.8
12910 Mulberry Drive Industrial		Industrial		—					21.7
30700 Russell Ranch		Office		39.0					34.6
Allure at Camarillo		Apartments		63.9					61.8
Almond Avenue		Land		9.5					—
BLVD63		Apartments		158.0					164.0
Bridgepointe Shopping Center		Retail		129.0					125.0
Centre Pointe and Valley View		Industrial		60.7					51.2
Cerritos Industrial Park		Industrial		164.0					153.1
Charleston Plaza		Retail		100.0					100.0
Creekside Alta Loma		Apartment		85.2					—
Frontera Industrial Business Park		Industrial		90.0					74.0
Great West Industrial Portfolio		Industrial		203.0					178.5
Holly Street Village		Apartments		158.1			(1)		152.1			(1)
Larkspur Courts		Apartments		155.0					146.0
Northern CA RA Industrial Portfolio		Industrial		111.9					93.3
Oakmont IE West Portfolio		Industrial		109.2					103.5
Oceano at Warner Center		Apartments		94.4					89.3
Ontario Industrial Portfolio		Industrial		506.9					421.8
Ontario Mills Industrial Portfolio		Industrial		65.4					61.8
Otay Mesa Industrial Portfolio		Industrial		33.7					29.4
Pacific Plaza		Office		112.7					116.5
Rancho Cucamonga Industrial Portfolio		Industrial		88.3					76.2
Rancho Del Mar		Apartment		94.7					92.5
Regents Court		Apartments		105.0			(1)		104.0			(1)
Southern CA RA Industrial Portfolio		Industrial		151.8					143.4
Stella		Apartments		175.1					183.7
Stevenson Point		Industrial		66.6					61.3
Terra House		Apartments		146.0					—
The Forum at Carlsbad		Retail		224.0			(1)		225.0			(1)
The Legacy at Westwood		Apartments		149.1			(1)		144.0			(1)
Township Apartments		Apartments		—					90.5			(1)

99

---

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description		Type		Fair Value at December 31,
				2019					2018
West Lake North Business Park		Office		$	62.3				$	62.6
Westcreek		Apartments		57.1					55.0
Westwood Marketplace		Retail		150.0					142.0
Wilshire Rodeo Plaza		Office		336.4					312.4
Colorado:
1600 Broadway		Office		116.0					—
Palomino Park		Apartments		361.0			(1)		348.0			(1)
South Denver Marketplace		Retail		71.2					72.7
Connecticut:
Wilton Woods Corporate Campus		Office		112.1					121.0
Florida:
5 West		Apartments		62.3					62.2
701 Brickell Avenue		Office		406.6			(1)		394.3			(1)
Boca Arbor Club		Apartments		62.9			(9)		60.3
Broward Industrial Portfolio		Industrial		67.7					59.1
Casa Palma		Apartments		102.0					102.0
Fusion 1560		Apartments		84.1			(1)		82.0			(1)
Lakepointe at Jacaranda		Apartments		48.8			(9)		48.4
Lofts at SoDo		Apartments		64.7			(1)		66.7			(1)
Orion on Orpington		Apartments		52.4					49.2
Publix at Weston Commons		Retail		74.5					74.6
Seneca Industrial Park		Industrial		126.7					117.5
Sole at Brandon		Apartments		79.0					—
The Manor Apartments		Apartments		51.5					52.9
The Manor at Flagler Village		Apartments		138.1					137.1
The Residences at the Village of Merrick Park		Apartments		72.3					72.7
Weston Business Center		Industrial		75.0			(10)		97.8
Georgia:
Ascent at Windward		Apartments		68.4			(1)		68.4			(1)
Atlanta Industrial Portfolio		Industrial		41.0					35.5
Biltmore at Midtown		Apartments		73.5			(1)		70.4			(1)
Glen Lake		Apartments		55.3					—
Shawnee Ridge Industrial Portfolio		Industrial		99.9					89.2
Illinois:
32 South State Street		Retail		51.4			(1)		50.4			(1)
803 Corday		Apartments		93.8					94.2
Chicago Caleast Industrial Portfolio		Industrial		85.6					82.8
Chicago Industrial Portfolio		Industrial		30.1					28.7
Maryland:
Cherry Knoll		Apartments		60.1			(1)		59.2			(1)
Landover Logistics Center		Industrial		44.7					44.3
The Shops at Wisconsin Place		Retail		65.6					76.9

100

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description		Type		Fair Value at December 31,
				2019					2018
Massachusetts:
99 High Street		Office		$	543.7		(1)		$	506.4		(1)
350 Washington		Retail		134.0					—
Fort Point Creative Exchange Portfolio		Office		275.0					247.1
Northeast RA Industrial Portfolio		Industrial		43.5					42.0
One Beeman Road		Industrial		34.6					34.0
Minnesota:
The Bridges		Apartments		67.2					64.9
The Knoll		Apartments		37.3			(1)		36.1			(1)
New Jersey:
10 New Maple Avenue		Industrial		21.9					18.0
200 Milik Street		Industrial		56.4					54.0
Marketfair		Retail		106.2					104.3
South River Road Industrial		Industrial		133.5					102.5
New York:
21 Penn Plaza		Office		334.9					317.8
250 North 10th Street		Apartments		138.1					151.0
425 Park Avenue		Ground Lease		—					461.0
780 Third Avenue		Office		389.1			(1)		418.7			(1)
837 Washington Street		Office		232.0					222.0
The Colorado		Apartments		259.0			(1)		254.9			(1)
North Carolina:
Centric Gateway		Apartments		75.0					70.0
Oregon:
The Cordelia		Apartments		43.2					41.7
Pennsylvania:
1619 Walnut Street		Retail		23.0					24.1
South Carolina:
Greene Crossing		Apartments		79.7					75.1
Tennessee:
Southside at McEwen		Retail		49.2					48.6
Texas:
3131 McKinney		Office		46.4					49.7
Beltway North Commerce Center		Industrial		30.2					26.3
Carrington Park		Apartments		67.3					65.1
Churchill on the Park		Apartments		73.0					71.3
Cliffs at Barton Creek		Apartments		47.2					46.7
Dallas Industrial Portfolio		Industrial		237.9					222.3
District on La Frontera		Apartments		76.6			(1)		—
Houston Apartment Portfolio		Apartments		162.3					164.4
Lincoln Centre		Office		413.2					372.6
Lincoln Centre - Hilton Dallas		Hotel		76.5					—
Northwest Houston Industrial Portfolio		Industrial		77.2					75.6

101

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description		Type		Fair Value at December 31,
				2019					2018
Park 10 Distribution		Industrial		$	11.1				$	10.0
Pinnacle Industrial Portfolio		Industrial		66.7					51.2
Pinto Business Park		Industrial		154.1					144.9
The Maroneal		Apartments		56.4					56.1
Utah:
Vista Station Office Portfolio		Office		115.4			(1)		—
Virginia:
8270 Greensboro Drive		Office		49.6					47.5
Ashford Meadows Apartments		Apartments		105.3			(1)		107.1			(1)
Henley at Kingstowne		Apartments		103.0			(1)		—
Plaza America		Retail		113.3					116.3
The Ellipse at Ballston		Office		82.2					82.4
The Palatine		Apartments		128.0			(1)		122.0			(1)
Washington:
Circa Green Lake		Apartments		102.0			(1)		98.2			(1)
Fourth and Madison		Office		—					580.0			(1)
Northwest RA Industrial Portfolio		Industrial		49.7					43.0
Pacific Corporate Park		Industrial		62.5					52.8
Prescott Wallingford Apartments		Apartments		70.6					66.5
Rainier Corporate Park		Industrial		161.3					141.6
Regal Logistics Campus		Industrial		121.0					109.1
Union - South Lake Union		Apartments		115.0			(1)		114.0			(1)
Washington D.C.:
1001 Pennsylvania Avenue		Office		798.4			(1)		782.8			(1)
1401 H Street, NW		Office		211.4			(1)		209.5			(1)
1900 K Street, NW		Office		335.4			(1)		342.1			(1)
Mass Court		Apartments		169.0					166.1			(1)
The Ashton		Apartments		30.6					30.5
The Louis at 14th		Apartments		164.2					162.0
The Woodley		Apartments		180.3					196.0
Various:
Colony Industrial Portfolio		Industrial		135.9			(3)(10)		—
TOTAL REAL ESTATE PROPERTIES
(Cost $13,048.5 and $12,687.8)				$	15,835.0				$	15,531.1

REAL ESTATE JOINT VENTURES AND REAL ESTATE FUNDS—25.1% and 22.9%

REAL ESTATE JOINT VENTURES—24.1% and 22.3%

Location/Description		Type		Fair Value at December 31,
				2019					2018
California:
CA—Colorado Center LP Colorado Center (50% Account Interest)		Office		$	384.5		(2)		$	376.2		(2)
PC Borrower, LLC Pacific City (70% Account Interest)		Retail		62.2			(2)		59.5			(2)

102

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description		Type		Fair Value at December 31,
				2019					2018
TREA GM Industrial Road Investor Member, LLC 150 Industrial Road (98% Account Interest)		Office		$	98.0				$	—
TREA 9625 Towne Center, LLC 9625 Towne Centre Drive (49.9% Account Interest)		Office		53.1					45.5
TREA Campus Pointe 1, LLC Campus Pointe 1 (45% Account Interest)		Office		163.5					153.7
TREA Campus Pointe 2 & 3, LLC Campus Pointe 2 & 3 (45% Account Interest)		Office (5)		143.6					132.8
TREA Campus Pointe 4, LLC Campus Pointe 4 (45% Account Interest)		Office		9.6					9.2
TREA Campus Pointe 5, LLC Campus Pointe 5 (45% Account Interest)		Office		37.4					—
ARE-SD Regions NO. 58, LLC Campus Pointe 6 (45% Account Interest)		Office		116.6					—
T-C 1500 Owens, LLC 1500 Owens Street (49.9% Account Interest)		Office		81.5					78.8
T-C Foundry Square II Venture LLC Foundry Square II (50.1% Account Interest)		Office		318.4					290.1
T-C Illinois Street, LLC 409-499 Illinois Street (40% Account Interest)		Office		237.5					223.9
Valencia Town Center Associates LP Valencia Town Center (50% Account Interest)		Retail		136.4			(2)		140.5			(2)
Florida:
Florida Mall Associates, Ltd The Florida Mall (50% Account Interest)		Retail		748.3			(2)		769.7			(2)
TREA Florida Retail, LLC Florida Retail Portfolio (80% Account Interest)		Retail		158.4					156.0
West Dade County Associates Miami International Mall (50% Account Interest)		Retail		157.5			(2)		170.3			(2)
Maryland:
WP Project Developer The Shops at Wisconsin Place (33.33% Account Interest)		Retail		29.9					20.4
Massachusetts:
One Boston Place REIT One Boston Place (50.25% Account Interest)		Office		246.8					239.1
T-C 225 Binney, LLC 225 Binney Street (70% Account Interest)		Office		231.5					220.2
T-C 501 Boylston Street Member, LLC 501 Boylston (50.1% Account Interest)		Office		206.9			(2)		195.6			(2)
Nevada
Fashion Show Holding I, LLC Fashion Show (50% Account Interest)		Retail		706.9			(2)		819.1			(2)
New York:
401 West 14th Street, LLC 401 West 14th Street (42.19% Account Interest)		Retail		44.8			(2)		48.4			(2)
440 Ninth Avenue Owner, LLC 440 Ninth Avenue (88.52% Account Interest)		Office		133.1			(2)		121.4			(2)
817 Broadway Owner, LLC 817 Broadway (61.46% Account Interest)		Office		33.7			(2)		28.0			(2)
MRA Hub 34 Holding, LLC The Hub (95% Account Interest)		Office		74.8			(2)		59.2			(2)

103

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description		Type		Fair Value at December 31,
				2019					2018
RGM 42, LLC MiMA (70% Account Interest)		Apartments		$	113.0		(2)		$	118.4		(2)
TREA 35th Street LIC Investor Member, LLC Commerce LIC (97.5% Account Interest)		Industrial		—					0.6
North Carolina:
CC 101 North Tryon, LLC 101 North Tryon Street (85% Account Interest)		Office		47.9			(2)		—
Tennessee:
West Town Mall, LLC West Town Mall (50% Account Interest)		Retail		144.0			(2)		154.3			(2)
Texas:
Four Oaks Venture LP Four Oaks Place LP (51% Account Interest)		Office		352.8			(2)		344.6			(2)
TREA I-35 Logistics Investor Member, LLC I-35 Logistics Center (95% Account Interest)		Land		6.9					—
Washington:
TREA 4th and Madison Investor Member, LLC Fourth and Madison (51% Account Interest)		Office		167.3			(2)		—
Various:
DDRTC Core Retail Fund, LLC DDR Joint Venture (85% Account Interest)		Retail		878.0			(2,3,10)		655.8			(2,3)
Simpson Housing LLP Simpson Housing Portfolio (80% Account Interest)		Apartments		431.2			(2,3)		400.1			(2,3)
THP Student Housing, LLC THP Student Housing Portfolio (97% Account Interest)		Apartments		186.8			(2,3)		112.4			(2,3)
Storage Portfolio I, LLC Storage Portfolio (66.02% Account Interest)		Storage		93.6			(2,3)		92.4			(2,3)
Storage Portfolio II, LLC Storage Portfolio II (90% Account Interest)		Storage		130.5			(2,3)		120.4			(2,3)
Storage Portfolio III, LLC Storage Portfolio III (90% Account Interest)		Storage		37.3			(3)		—
TOTAL REAL ESTATE JOINT VENTURES (Cost $5,971.1 and $5,030.9)				$	7,204.2				$	6,356.6
REAL ESTATE FUNDS—1.0% and 0.6%
Clarion Gables Multi-Family Trust LP (0.0% Account Interest)				$	—				$	30.1
LCS SHIP Venture I LLC (90.0% Account Interest)				216.1					129.7
SP V - II, LLC (75.0% Account Interest)				23.3					—
Taconic New York City GP Fund, LP (60.0% Account Interest)				29.8					15.7
Transwestern Mezz Realty Partners III, LLC (11.7% Account Interest)				—					0.4
Veritas Trophy VI, LLC (90.0% Account Interest)				4.2					—
IDR - Core Property Index Fund, LLC (2.0% Account Interest)				25.0					—
Grubb Southeast Real Estate Fund VI, LLC (67.0% Account Interest)				13.4					—
TOTAL REAL ESTATE FUNDS (Cost $273.3 and $176.9)				$	311.8				$	175.9
TOTAL REAL ESTATE JOINT VENTURES AND FUNDS (Cost $6,244.4 and $5,207.8)				$	7,516.0				$	6,532.5

104

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

MARKETABLE SECURITIES—16.7% and 19.4%

REAL ESTATE-RELATED MARKETABLE SECURITIES—2.8% and 5.0%

Shares						Issuer		Fair Value at December 31,
2019			2018					2019				2018
25,333			110,762			Acadia Realty Trust		$	0.7			$	2.6
77,213			46,535			Agree Realty Corporation		5.4				2.8
20,424			94,479			Alexander & Baldwin, Inc.		0.4				1.7
635			2,986			Alexander's, Inc.		0.2				0.9
114,902			146,953			Alexandria Real Estate Equities, Inc.		18.6				16.9
14,387			52,670			American Assets Trust, Inc.		0.7				2.1
40,898			188,889			American Campus Communities, Inc.		1.9				7.8
31,822			75,276			American Financial Trust, Inc.		0.4			(7)	1.0			(7)
241,918			357,614			American Homes 4 Rent		6.3				7.1
298,037			606,653			American Tower Corp.		68.5				96.0
247,312			118,616			Americold Realty Trust		8.7				3.0
44,204			213,704			Apartment Investment and Management Company		2.3				9.4
62,827			301,399			Apple Hospitality Inc.		1.0				4.3
15,666			69,576			Armada Hoffler Properties Inc.		0.3				1.0
26,793			108,956			Ashford Hospitality Trust, Inc.		0.1				0.4
106,486			190,742			Avalonbay Communities, Inc.		22.3				33.2
7,650			30,596			Bluerock Residential Growth, Inc.		0.1				0.3
106,065			213,492			Boston Properties, Inc.		14.6				24.0
8,938			39,766			Braemar Hotels & Resorts, Inc.		0.1				0.4
52,132			243,776			Brandywine Realty Trust		0.8				3.1
88,801			418,058			Brixmore Property Group Inc		1.9				6.1
19,539			173,572			Brookfield Property REIT		0.4				2.8
2,900			12,485			BRT Apartments Corporation		—				0.1
27,796			123,044			Camden Property Trust		2.9				10.8
28,420			115,194			CareTrust REIT Inc.		0.6				2.1
14,592			64,018			Catchmark Timber Trust, Inc.		0.2				0.5
50,454			239,329			CBL & Associates Properties, Inc.		0.1			(7)	0.5
25,522			112,105			Cedar Shopping Centers, Inc.		0.1				0.4
13,659			65,187			Chatham Lodging Trust		0.3				1.2
—			80,952			Chesapeake Lodging Trust		—				2.0
15,789			47,817			City Office REIT Inc.		0.2				0.5
5,192			21,288			Clipper Realty, Inc.		0.1				0.3
492,974			661,676			Colony Capital, Inc.		2.3				3.1
34,825			163,866			Columbia Property Trust Inc.		0.7				3.2
5,492			23,436			Community Healthcare Trust, Inc.		0.2				0.7
35,462			162,853			CoreCivic, Inc.		0.6				2.9
3,830			16,269			Corenergy Infrastructure Trust, Inc.		0.2				0.5
11,903			57,463			Corepoint Lodging, Inc.		0.1				0.7
11,149			50,118			CoreSite Realty Corporation		1.3				4.4
33,505			142,696			Corporate Office Properties Trust		1.0				3.0
43,565			580,413			Cousins Properties, Inc.		1.8				4.6
248,664			572,594			Crown Castle International Corporation		35.3				62.2
57,474			255,847			Cubesmart		1.8				7.3

105

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares						Issuer		Fair Value at December 31,
2019			2018					2019				2018
60,485			144,491			CyrusOne Inc.		$	4.0			$	7.6
59,944			284,793			DiamondRock Hospitality Company		0.7				2.6
94,906			284,543			Digital Realty Trust, Inc.		11.4				30.3
49,622			222,742			Douglas Emmett, Inc.		2.2				7.6
244,465			493,225			Duke Realty Corporation		8.5				12.8
22,034			86,054			Easterly Government Properties, Inc.		0.5				1.3
41,238			48,463			EastGroup Properties, Inc.		5.5				4.4
44,235			196,612			Empire State Realty Trust		0.6				2.8
23,023			102,222			EPR Properties		1.6				6.5
60,851			110,827			Equinix Inc.		35.5				39.1
256,618			118,255			Equity Lifestyle Properties, Inc.		18.1				11.5
283,999			495,921			Equity Residential		23.0				32.7
188,894			47,818			Essential Properties Realty		4.7				0.7
54,492			90,861			Essex Property Trust, Inc.		16.4				22.3
107,410			168,808			Extra Space Storage, Inc.		11.3				15.3
8,142			39,335			Farmland Partners, Inc.		0.1				0.2
66,222			100,845			Federal Realty Investment Trust		8.5				11.9
37,538			171,124			First Industrial Realty Trust, Inc.		1.6				4.9
20,389			95,288			Four Corners Property Trust		0.6				2.5
30,896			148,193			Franklin Street Properties Corp.		0.3				0.9
14,739			66,846			Front Yard Residential Corp.		0.2				0.6
180,230			279,615			Gaming and Leisure Properties, Inc.		7.8				9.0
160,000			—			GDS Holdings LTD ADR		4.0			(7)	—
35,427			164,774			GEO Group Inc./The		0.6				3.2
9,933			45,390			Getty Realty Corp.		0.3				1.3
9,121			40,600			Gladstone Commercial Corporation		0.2				0.7
6,226			17,897			Gladstone Land Corporation		0.1				0.2
9,380			27,913			Global Medical REIT, Inc.		0.1				0.2
26,663			97,753			Global Net Lease, Inc.		0.5				1.7
—			134,722			Government Properties Income Trust		—				0.9
—			651,177			HCP, Inc.		—				18.2
39,221			170,298			Healthcare Realty Trust Inc.		1.3				4.8
60,957			285,255			Healthcare Trust of America		1.8				7.2
496,493			—			Healthpeak Properties, Inc.		17.1				—
10,385			50,946			Hersha Hospitality Trust		0.2				0.9
30,535			140,879			Highwoods Properties, Inc.		1.5				5.5
—			225,198			Hospitality Properties Trust		—				5.4
661,737			1,014,135			Host Hotels & Resorts, Inc.		12.3				16.9
275,440			213,134			Hudson Pacific Properties, Inc.		10.4				6.2
26,784			123,683			Independence Realty Trust, Inc.		0.4				1.1
19,292			88,878			Industrial Logics Properties		0.4				1.7
134,775			—			Interxion Holding NV		7.0				—
3,467			16,729			Investors Real Estate Trust		0.3				0.8
559,204			414,132			Invitation Homes, Inc.		16.8				8.3
84,852			393,221			Iron Mountain Inc.		2.7				12.7

106

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares						Issuer		Fair Value at December 31,
2019			2018					2019				2018
163,782			1,500,000			iShares Dow Jones US Real Estate Index Fund		$	15.2		(7)	$	112.4		(7)
36,559			144,518			JBG Smith Properties		1.5				5.0
95,936			136,455			Kilroy Realty Corporation		8.0				8.6
120,171			563,416			Kimco Realty Corporation		2.5				8.3
24,663			113,467			Kite Realty Group Trust		0.5				1.6
25,456			116,496			Lamar Advertising Corporation		2.3				8.1
71,595			293,991			Lexington Realty Trust		0.8				2.4
46,357			204,392			Liberty Property Trust		2.8				8.6
13,885			63,299			Life Storage, Inc.		1.5				5.9
11,718			54,350			LTC Properties, Inc.		0.5				2.3
25,783			123,992			Mack-Cali Realty Corporation		0.6				2.4
—			44,471			Medequities Realty Trust, Inc.		—				0.3
152,801			503,539			Medical Properties Trust, Inc.		3.2				8.1
220,000			—			Megaport, LTD		1.7				—
85,000			—			MGM Growth Properties, L.L.C.		2.6				—
103,823			157,147			Mid-America Apartment Communities, Inc.		13.7				15.0
27,502			121,059			Monmouth Real Estate Investment Corporation		0.4				1.5
12,615			56,533			National Health Investors, Inc.		1.0				4.3
50,907			219,159			National Retail Properties, Inc.		2.7				10.6
17,663			78,758			National Storage Affiliates Trust		0.6				2.1
24,918			97,013			New Senior Investment Group		0.2				0.4
5,632			25,395			Nexpoint Residential Trust, Inc.		0.3				0.9
—			60,527			NorthStar Realty Europe Corp.		—				0.9
14,200			—			Office Properties Income Trust, Inc.		0.5				—
64,786			273,749			Omega Healthcare Investors, Inc.		2.7				9.6
4,628			21,786			One Liberty Properties, Inc.		0.1				0.5
42,727			192,190			Outfront Media Inc.		1.1				3.5
58,127			289,253			Paramount Group Inc.		0.8				3.6
71,359			276,143			Park Hotels & Resorts, Inc.		1.8				7.2
38,713			186,399			Pebblebrook Hotel Trust		1.0				5.3
20,665			96,360			Pennsylvania Real Estate Investment Trust		0.1			(7)	0.6
55,271			250,372			Physicians Realty Trust		1.0				4.0
37,274			177,784			Piedmont Office Realty Trust, Inc.		0.8				3.0
3,863			—			Plymouth Industrial REIT, Inc.		0.1				—
19,688			91,285			Potlatch Corporation		0.9				2.9
13,220			54,653			Preferred Apartment Communities, Inc.		0.2				0.8
472,201			865,465			ProLogis		42.1				50.8
5,958			27,314			PS Business Parks, Inc.		1.0				3.6
82,126			205,162			Public Storage, Inc.		17.5				41.5
105,041			69,517			QTS Realty Trust, Inc.		5.7				2.6
38,741			178,720			Rayonier, Inc.		1.3				4.9
197,129			408,129			Realty Income Corporation		14.4				25.7
159,520			210,244			Regency Centers Corporation		10.1				12.3
33,519			155,276			Retail Opportunity Investment		0.6				2.5
63,727			298,353			Retail Properties of America		0.9				3.2

107

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares						Issuer		Fair Value at December 31,
2019			2018					2019				2018
4,440			21,416			Retail Value, Inc.		$	0.2			$	0.6
282,611			126,860			Rexford Industrial Realty Inc.		12.8				3.7
50,071			239,679			RLJ Lodging Trust		0.9				3.9
23,246			113,496			RPT Realty		0.3				1.4
13,660			61,126			Ryman Hospitality Properties		1.2				4.1
167,181			244,568			Sabra Health Care REIT Inc.		3.6				4.0
3,168			—			Safe Hold, Inc.		0.1				—
—			10,996			Safety Income and Growth, Inc		—				0.2
3,537			16,999			Saul Centers, Inc.		0.2				0.9
76,914			154,833			SBA Communications Corporation		18.5				25.1
—			121,549			Select Income Real Estate Investment Trust		—				0.9
70,465			326,164			Senior Housing Properties Trust		0.6				3.8
48,715			—			Service Properties Trust		1.2				—
200,628			426,117			Simon Property Group, Inc.		29.9				71.6
394,633			209,816			Site Centers Corporation		5.5				2.3
115,766			113,961			SL Green Realty Corp.		10.6				9.0
—			59,766			Spirit MTA REIT		—				0.4
29,513			117,972			Spirit Realty Capital Inc.		1.5				4.3
39,632			135,097			Stag Industrial, Inc.		1.3				3.4
228,776			264,895			STORE Capital Corporation		8.5				7.5
30,813			141,848			Summit Hotel Properties, Inc.		0.4				1.4
123,951			116,162			Sun Communities, Inc.		18.6				11.8
66,821			313,714			Sunstone Hotel Investors, L.L.C.		0.9				4.1
27,198			126,963			Tanger Factory Outlet Centers, Inc.		0.4			(7)	2.6
39,475			81,759			Taubman Centers, Inc.		1.2				3.8
139,538			80,363			Terreno Realty Corporation		7.6				2.8
42,266			188,118			The Macerich Company		1.1			(7)	8.1
—			73,743			Tier Inc.		—				1.5
86,400			366,433			UDR, Inc.		4.0				14.5
10,668			46,595			UMH Properties, Inc.		0.2				0.6
150,082			231,999			UNITI Group, Inc.		1.2			(7)	3.6
3,816			18,151			Universal Health Realty Income Trust		0.4				1.1
34,264			150,757			Urban Edge Properties		0.7				2.5
8,803			42,533			Urstadt Biddle Properties, Inc.		0.2				0.9
85,000			—			Vanguard Real Estate ETF		7.9				—
190,949			491,993			Ventas, Inc.		11.0				28.8
318,132			1,342,240			VEREIT, Inc.		2.9				9.6
377,486			554,541			Vici Properties, Inc.		9.6				10.4
51,469			238,674			Vornado Realty Trust		3.4				14.8
55,611			257,311			Washington Prime Group, Inc.		0.2			(7)	1.3
23,876			110,436			Washington Real Estate Investment Trust		0.7				2.5
36,198			165,849			Weingarten Realty Investors		1.1				4.1
300,767			514,421			Welltower Inc.		24.5				35.7
386,918			1,035,575			Weyerhaeuser Company		11.7				22.6
11,404			54,425			Whitestone Real Estate Investment Trust B		0.2				0.7

108

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares						Issuer		Fair Value at December 31,
2019			2018					2019				2018
50,897			219,891			WP Carey Inc.		$	4.1			$	14.4
33,741			154,344			Xenia Hotels & Resorts, Inc.		0.7				2.7
TOTAL REAL ESTATE-RELATED MARKETABLE SECURITIES (Cost $686.0 and $1,274.7)								$	825.7			$	1,415.1

OTHER MARKETABLE SECURITIES—13.9% and 14.4%

U.S. GOVERNMENT AGENCY NOTES—0.7% and 7.2%

Principal								Issuer		Yield(4)		Maturity Date		Fair Value at December 31,
2019				2018										2019				2018
$	—			$	20.0			Fannie Mae Discount Notes		2.270%		1/9/2019		$	—			$	20.0
—				3.6				Fannie Mae Discount Notes		2.350%		2/6/2019		—				3.5
—				22.6				Fannie Mae Discount Notes		2.390%		2/13/2019		—				22.5
—				17.6				Fannie Mae Discount Notes		2.350%		3/1/2019		—				17.5
—				6.0				Farmer Mac Discount Notes		2.440%		3/15/2019		—				6.0
—				9.1				Federal Farm Credit Bank Discount Notes		2.380%		3/18/2019		—				9.0
—				18.0				Federal Farm Credit Bank Discount Notes		2.490%		5/2/2019		—				17.9
—				20.0				Federal Farm Credit Bank Discount Notes		2.540%		5/23/2019		—				19.8
65.4				—				Federal Home Loan Bank		1.734%		11/19/2021		65.5				—
50.0				—				Federal Home Loan Bank		1.700%		12/20/2021		50.0				—
—				33.0				Federal Home Loan Bank Discount Notes		2.167%-2.195%		1/11/2019		—				33.0
—				37.6				Federal Home Loan Bank Discount Notes		2.220%		1/14/2019		—				37.6
—				36.2				Federal Home Loan Bank Discount Notes		2.220%		1/15/2019		—				36.2
—				35.0				Federal Home Loan Bank Discount Notes		2.220%		1/16/2019		—				35.0
—				40.9				Federal Home Loan Bank Discount Notes		2.189%-2.197%		1/18/2019		—				40.9
—				29.5				Federal Home Loan Bank Discount Notes		2.190%		1/23/2019		—				29.5
—				25.6				Federal Home Loan Bank Discount Notes		2.330%		1/28/2019		—				25.6
—				12.0				Federal Home Loan Bank Discount Notes		2.250%		1/29/2019		—				12.0
—				40.0				Federal Home Loan Bank Discount Notes		2.260%-2.265%		1/30/2019		—				39.9
—				14.3				Federal Home Loan Bank Discount Notes		2.290%		2/8/2019		—				14.3
—				30.0				Federal Home Loan Bank Discount Notes		2.300%-2.319%		2/11/2019		—				29.9
—				24.7				Federal Home Loan Bank Discount Notes		2.340%		2/15/2019		—				24.6
—				35.0				Federal Home Loan Bank Discount Notes		2.331%-2.353%		2/19/2019		—				34.9
—				36.8				Federal Home Loan Bank Discount Notes		2.235%-2.353%		2/20/2019		—				36.6
—				45.0				Federal Home Loan Bank Discount Notes		2.294%-2.314%		2/22/2019		—				44.8
—				14.1				Federal Home Loan Bank Discount Notes		2.330%		2/25/2019		—				14.0
—				40.0				Federal Home Loan Bank Discount Notes		2.330%		2/26/2019		—				39.9
—				21.5				Federal Home Loan Bank Discount Notes		2.330%		2/27/2019		—				21.4
—				26.4				Federal Home Loan Bank Discount Notes		2.310%		3/1/2019		—				26.3
—				31.5				Federal Home Loan Bank Discount Notes		2.316%-2.355%		3/6/2019		—				31.4
—				40.0				Federal Home Loan Bank Discount Notes		2.370%		3/8/2019		—				39.8
—				37.3				Federal Home Loan Bank Discount Notes		2.432%-2.437%		3/11/2019		—				37.2
—				40.0				Federal Home Loan Bank Discount Notes		2.420%		3/12/2019		—				39.8
—				40.0				Federal Home Loan Bank Discount Notes		2.400%		3/13/2019		—				39.8
—				10.0				Federal Home Loan Bank Discount Notes		2.360%		3/15/2019		—				10.0
—				30.0				Federal Home Loan Bank Discount Notes		2.360%		3/19/2019		—				29.8

109

---

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal								Issuer		Yield(4)		Maturity Date		Fair Value at December 31,
2019				2018										2019				2018
$	—			$	12.0			Federal Home Loan Bank Discount Notes		2.430%		3/21/2019		$	—			$	11.9
—				22.4				Federal Home Loan Bank Discount Notes		2.410%		3/26/2019		—				22.2
—				25.3				Federal Home Loan Bank Discount Notes		2.370%		3/27/2019		—				25.1
—				40.0				Federal Home Loan Bank Discount Notes		2.460%		4/5/2019		—				39.7
—				40.0				Federal Home Loan Bank Discount Notes		2.470%		4/8/2019		—				39.7
—				50.0				Federal Home Loan Bank Discount Notes		2.440%		4/10/2019		—				49.7
—				24.1				Federal Home Loan Bank Discount Notes		2.440%		4/12/2019		—				23.9
—				14.1				Federal Home Loan Bank Discount Notes		2.440%-2.500%		4/24/2019		—				14.0
—				10.6				Federal Home Loan Bank Discount Notes		2.450%-2.500%		4/26/2019		—				10.5
—				87.0				Federal Home Loan Bank Discount Notes		2.470%-2.510%		4/29/2019		—				86.3
—				24.0				Federal Home Loan Bank Discount Notes		2.470%-2.510%		5/3/2019		—				23.8
—				18.5				Federal Home Loan Bank Discount Notes		2.440%-2.550%		5/15/2019		—				18.3
—				40.5				Federal Home Loan Bank Discount Notes		2.520%		5/17/2019		—				40.1
—				30.0				Federal Home Loan Bank Discount Notes		2.530%		5/22/2019		—				29.7
4.8				—				Federal Home Loan Bank Discount Notes		1.521%-1.572%		1/6/2020		4.8				—
21.2				—				Federal Home Loan Bank Discount Notes		1.680%		1/10/2020		21.2				—
26.0				—				Federal Home Loan Bank Discount Notes		1.700%		1/15/2020		26.0				—
43.0				—				Federal Home Loan Bank Discount Notes		1.575%-1.593%		1/31/2020		42.9				—
—				25.0				Freddie Mac Discount Notes		2.130%		1/2/2019		—				25.0
—				32.4				Freddie Mac Discount Notes		2.146%-2.174%		1/4/2019		—				32.4
—				35.1				Freddie Mac Discount Notes		2.146%-2.175%		1/7/2019		—				35.1
—				35.0				Freddie Mac Discount Notes		2.130%		1/8/2019		—				35.0
—				40.0				Freddie Mac Discount Notes		2.130%		1/9/2019		—				40.0
—				36.1				Freddie Mac Discount Notes		2.179%-2.217%		1/22/2019		—				36.1
—				40.0				Freddie Mac Discount Notes		2.190%		1/25/2019		—				39.9
—				16.0				Freddie Mac Discount Notes		2.200%		1/28/2019		—				15.9
—				15.0				Freddie Mac Discount Notes		2.200%		1/29/2019		—				15.0
—				39.9				Freddie Mac Discount Notes		2.190%		2/1/2019		—				39.8
—				25.9				Freddie Mac Discount Notes		2.240%		2/4/2019		—				25.8
—				35.0				Freddie Mac Discount Notes		2.240%		2/5/2019		—				34.9
—				30.0				Freddie Mac Discount Notes		2.240%		2/6/2019		—				29.9
—				39.3				Freddie Mac Discount Notes		2.300%		2/12/2019		—				39.1
—				15.0				Freddie Mac Discount Notes		2.250%		2/20/2019		—				15.0
—				21.3				Freddie Mac Discount Notes		2.290%		3/4/2019		—				21.3
—				17.1				Freddie Mac Discount Notes		2.330%		3/5/2019		—				17.1
—				23.8				Freddie Mac Discount Notes		2.380%		3/20/2019		—				23.6
—				19.5				Freddie Mac Discount Notes		2.390%		3/22/2019		—				19.4
—				25.9				Freddie Mac Discount Notes		2.380%		3/25/2019		—				25.8
—				30.0				Freddie Mac Discount Notes		2.410%		4/1/2019		—				29.8
—				16.1				Freddie Mac Discount Notes		2.380%-2.430%		4/2/2019		—				16.0
—				20.1				Freddie Mac Discount Notes		2.430%		4/3/2019		—				20.0
—				40.0				Freddie Mac Discount Notes		2.460%		4/17/2019		—				39.7
—				24.1				Freddie Mac Discount Notes		2.520%		5/20/2019		—				23.8
TOTAL U.S. GOVERNMENT AGENCY NOTES (Cost $210.2 and $2,050.8)														$	210.4			$	2,050.7

F

110

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

OREIGN GOVERNMENT AGENCY NOTES—0.2% and 0.0%

Principal								Issuer		Yield(4)		Maturity Date		Fair Value at December 31,
2019				2018										2019				2018
$	49.3			$	—			Japan Bank for International Cooperation		1.750%		10/17/2022		$	48.9			$	—
0.2				—				Korea Development Bank		2.610%		10/1/2022		0.3				—
TOTAL FOREIGN GOVERNMENT AGENCY NOTES (Cost $49.5 and $0.0)														$	49.2			$	—

UNITED STATES TREASURY SECURITIES—8.7% and 7.2%

Principal								Issuer		Yield(4)			Maturity Date		Fair Value at December 31,
2019				2018											2019				2018
$	—			$	33.8			United States Treasury Bills		2.147%-2.334%			1/3/2019		$	—			$	33.8
—				50.0				United States Treasury Bills		2.330%			1/8/2019		—				50.0
—				189.9				United States Treasury Bills		2.162%-2.321%			1/10/2019		—				189.8
—				82.1				United States Treasury Bills		2.279%-2.316%			1/15/2019		—				82.0
—				150.1				United States Treasury Bills		2.204%-2.315%			1/17/2019		—				149.9
—				153.0				United States Treasury Bills		2.226%-2.332%			1/24/2019		—				152.8
—				50.0				United States Treasury Bills		2.370%			1/29/2019		—				49.9
—				67.3				United States Treasury Bills		2.235%-2.405%			1/31/2019		—				67.2
—				100.0				United States Treasury Bills		2.254%			2/7/2019		—				99.8
—				61.9				United States Treasury Bills		2.391%-2.401%			2/12/2019		—				61.7
—				108.0				United States Treasury Bills		2.253%-2.334%			2/14/2019		—				107.7
—				20.0				United States Treasury Bills		2.410%			2/19/2019		—				19.9
—				84.4				United States Treasury Bills		2.276%-2.277%			2/21/2019		—				84.1
—				18.0				United States Treasury Bills		2.440%			2/26/2019		—				17.9
—				31.8				United States Treasury Bills		2.298%-2.331%			2/28/2019		—				31.7
—				73.7				United States Treasury Bills		2.309%-2.379%			3/7/2019		—				73.4
—				130.0				United States Treasury Bills		2.339%-2.372%			3/14/2019		—				129.4
—				50.0				United States Treasury Bills		2.340%			3/21/2019		—				49.7
—				100.0				United States Treasury Bills		2.415%			3/28/2019		—				99.4
—				89.9				United States Treasury Bills		2.360%-2.450%			4/4/2019		—				89.3
—				99.5				United States Treasury Bills		2.420%-2.460%			4/11/2019		—				98.8
—				110.3				United States Treasury Bills		2.460%-2.470%			4/18/2019		—				109.5
—				57.1				United States Treasury Bills		2.390%-2.490%			4/25/2019		—				56.7
—				33.7				United States Treasury Bills		2.470%			5/2/2019		—				33.4
—				38.4				United States Treasury Bills		2.430%-2.500%			5/9/2019		—				38.1
—				62.7				United States Treasury Bills		2.430%-2.510%			5/16/2019		—				62.1
11.9				—				United States Treasury Bills		1.540%			1/2/2020		11.9				—
40.0				—				United States Treasury Bills		1.537%			1/14/2020		40.0				—
238.3				—				United States Treasury Bills		1.530%			1/21/2020		238.3				—
10.1				—				United States Treasury Bills		1.629%			1/23/2020		10.1				—
26.1				—				United States Treasury Bills		1.526%			1/30/2020		26.1				—
39.9				—				United States Treasury Bills		1.538%			2/4/2020		39.9				—
20.0				—				United States Treasury Bills		1.550%			2/6/2020		20.0				—
149.7				—				United States Treasury Bills		1.503%			2/11/2020		149.8				—
49.9				—				United States Treasury Bills		1.575%			2/13/2020		49.9				—
13.0				—				United States Treasury Bills		1.554%			2/20/2020		13.0				—

111

---

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal								Issuer		Yield(4)			Maturity Date		Fair Value at December 31,
2019				2018											2019				2018
$	49.9			$	—			United States Treasury Bills		1.583%			2/27/2020		$	49.9			$	—
46.1				—				United States Treasury Bills		1.515%			3/5/2020		46.1				—
54.5				—				United States Treasury Bills		1.576%			3/12/2020		54.5				—
44.8				—				United States Treasury Bills		1.780%			3/19/2020		44.9				—
38.9				—				United States Treasury Bills		1.515%			4/2/2020		38.8				—
99.8				—				United States Treasury Notes		1.375%			5/31/2020		99.9				—
100.4				—				United States Treasury Notes		2.625%			7/31/2020		100.6				—
249.5				—				United States Treasury Notes		1.500%			8/15/2020		249.8				—
653.1				—				United States Treasury Notes		2.625%			8/15/2020		653.9				—
100.8				—				United States Treasury Notes		2.250%			4/30/2021		100.8				—
199.4				—				United States Treasury Notes		1.625%			6/30/2021		200.0				—
99.9				—				United States Treasury Notes		1.750%			7/31/2021		100.2				—
49.6				—				United States Treasury Notes		1.250%			10/31/2021		49.7				—
100.0				—				United States Treasury Notes		1.750%			7/15/2022		100.3				—
100.7				—				United States Treasury Notes		1.875%			7/31/2022		100.7				—
TOTAL UNITED STATES TREASURY SECURITIES (Cost $2,586.3 and $2,038.1)															$	2,589.1			$	2,038.0

CORPORATE BOND SECURITIES—4.2% and 0.0%

Principal								Issuer		Coupon Rate		Credit Rating(8)		Maturity Date		Fair Value at December 31,
2019				2018												2019				2018
$	11.5			$	—			Air Lease Corporation		2.250%		BBB		1/15/2023		$	11.5			$	—
13.8				—				American Honda Finance		1.700%		A		9/9/2021		13.7				—
19.7				—				American Honda Finance		2.050%		A		1/10/2023		19.7				—
27.7				—				Apple, Inc.		1.700%		AA+		9/11/2022		27.7				—
29.2				—				Banco Santander SA		3.500%		A-		4/11/2022		30.0				—
12.0				—				Bank of America Corporation		2.369%		A-		7/21/2021		12.0				—
21.6				—				Bank of America Corporation		2.503%		A-		10/21/2022		21.8				—
29.5				—				Bank of New York Mellon Corporation		1.950%		A		8/23/2022		29.6				—
8.1				—				Truist		2.150%		A-		2/1/2021		8.1				—
3.5				—				Berkshire Hathaway Energy		2.400%		A-		2/1/2020		3.5				—
10.0				—				Boeing Co.		1.650%		A-		10/30/2020		10.0				—
28.9				—				Boeing Co.		2.300%		A-		8/1/2021		29.0				—
10.9				—				BPCE SA		2.750%		A+		12/2/2021		11.0				—
8.0				—				Canadian National Railway		2.400%		A		2/3/2020		8.0				—
21.8				—				Capital One, NA		2.150%		BBB+		9/6/2022		21.8				—
4.8				—				Caterpillar Financial Service		1.850%		A		9/4/2020		4.7				—
42.5				—				Caterpillar Financial Service		2.185%		A		3/8/2021		42.6				—
12.0				—				Centerpoint Energy Resource		4.500%		BBB+		1/15/2021		12.2				—
27.0				—				Columbia Pipeline Group		3.300%		A3		6/1/2020		27.1				—
24.5				—				Diageo Capital PLC		4.828%		A-		7/15/2020		24.9				—
34.5				—				Exxon Mobil Corporation		1.902%		AA+		8/16/2022		34.7				—
14.0				—				Fifth Third Bank		2.875%		BBB+		7/27/2020		14.1				—
5.0				—				Fifth Third Bank		2.250%		A-		6/14/2021		5.0				—
4.0				—				General Dynamics Corporation		2.875%		A+		5/11/2020		4.0				—
2.3				—				Georgia Power Company		2.000%		A-		3/30/2020		2.3				—
15.0				—				Georgia Power Company		2.000%		A-		9/8/2020		15.0				—

112

---

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal								Issuer		Coupon Rate		Credit Rating(8)		Maturity Date		Fair Value at December 31,
2019				2018												2019				2018
$	8.0			$	—			Georgia Power Company		2.400%		A-		4/1/2021		$	8.0			$	—
7.5				—				Goldman Sachs Group, Inc.		2.600%		BBB+		4/23/2020		7.5				—
12.2				—				Goldman Sachs Group, Inc.		2.600%		BBB+		12/27/2020		12.2				—
25.0				—				Goldman Sachs Group, Inc.		2.350%		BBB+		11/15/2021		25.1				—
10.5				—				HSBC Bank USA, NA		4.875%		A		8/24/2020		10.7				—
11.7				—				John Deere Capital Corporation		1.950%		A		6/13/2022		11.7				—
25.0				—				JP Morgan Chase Bank, NA		2.604%		A+		2/1/2021		25.0				—
20.0				—				JP Morgan Chase Bank, NA		3.086%		A+		4/26/2021		20.1				—
65.0				—				Mitsubishi UFJ Financial Group		2.190%		A-		9/13/2021		65.2				—
9.2				—				Morgan Stanley		2.650%		BBB+		1/27/2020		9.2				—
20.0				—				Morgan Stanley		2.800%		BBB+		6/16/2020		20.1				—
8.3				—				Morgan Stanley		2.500%		BBB+		4/21/2021		8.4				—
7.0				—				Morgan Stanley		2.625%		BBB+		11/17/2021		7.1				—
18.4				—				MPLX LP		2.785%		BBB		9/9/2021		18.5				—
50.8				—				Nextera Energy Capital		2.403%		BBB+		9/1/2021		51.2				—
20.0				—				Occidental Petroleum Corporation		2.854%		BBB		2/8/2021		20.1				—
14.9				—				Occidental Petroleum Corporation		2.600%		BBB		8/13/2021		15.0				—
31.1				—				Occidental Petroleum Corporation		2.700%		BBB		8/15/2022		31.4				—
35.0				—				Omnicom GP/Omnicom CAP		4.450%		BBB+		8/15/2020		35.5				—
20.0				—				Oracle Corporation		1.900%		A+		9/15/2021		20.0				—
11.6				—				Paccar Financial Corporation		2.000%		A+		9/26/2022		11.7				—
19.3				—				Paypal Holdings, Inc.		2.200%		BBB+		9/26/2022		19.4				—
20.0				—				Skandinaviska Enskilda		1.875%		A+		9/13/2021		19.9				—
5.0				—				Sumitomo Mitsui Financial Group		2.934%		A-		3/9/2021		5.1				—
5.0				—				Sumitomo Mitsui Financial Group		2.058%		A-		7/14/2021		5.0				—
23.0				—				The Walt Disney Company		2.157%		A		9/1/2021		23.1				—
17.1				—				Toronto Dominion Bank		2.500%		AA-		12/14/2020		17.2				—
14.5				—				Toronto Dominion Bank		2.170%		A		3/17/2021		14.5				—
20.0				—				United Technologies Corporation		1.900%		BBB+		5/4/2020		20.0				—
12.8				—				Wells Fargo Bank, NA		3.325%		A+		7/23/2021		12.9				—
30.0				—				Wells Fargo Bank, NA		2.082%		A+		9/9/2022		30.0				—
10.0				—				Toronto Dominion Bank		1.900%		A		12/1/2022		10.0				—
32.9				—				Citigroup, Inc.		2.312%		BBB+		11/4/2022		32.9				—
19.6				—				DTE Energy Corporation		2.250%		BBB		11/1/2022		19.6				—
101.4				—				Swedish Export Credit		1.625%		AA+		11/14/2022		101.0				—
20.0				—				PNC Bank, NA		2.315%		A		12/9/2022		20.0				—
20.0				—				PNC Bank, NA		2.028%		A		12/9/2022		20.0				—
20.0				—				MUFG Union Bank, NA		2.100%		A		12/9/2022		20.0				—
TOTAL CORPORATE BOND SECURITIES (Cost $1,265.4 and $0.0)																$	1,268.3			$	—

113

---

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

MUNICIPAL BOND SECURITIES—0.1% and 0.0%

Principal								Issuer		Coupon Rate		Credit Rating(8)		Maturity Date		Fair Value at December 31,
2019				2018												2019				2018
$	0.7			$	—			Broward County Florida Airport System Revenue		1.844%		A+		10/1/2020		$	0.6			$	—
0.6				—				Broward County Florida Airport System Revenue		1.874%		A+		10/1/2021		0.5				—
0.6				—				Broward County Florida Airport System Revenue		1.936%		A+		10/1/2022		0.6				—
2.0				—				California State Health Facilities Financing Authority		1.896%		AA-		6/1/2021		2.0				—
1.0				—				California State Health Facilities Financing Authority		1.893%		AA-		6/1/2022		1.0				—
1.3				—				Colorado State Health Facilities Authority HOS		2.075%		A+		11/1/2020		1.2				—
0.8				—				Colorado State Health Facilities Authority HOS		2.185%		A+		11/1/2021		0.8				—
1.1				—				Colorado State Health Facilities Authority HOS		2.237%		A+		11/1/2022		1.1				—
0.8				—				Florida State Municipal Power Agency		1.966%		A2		10/1/2020		0.8				—
1.1				—				Florida State Municipal Power Agency		1.986%		A2		10/1/2021		1.2				—
1.0				—				Florida State Municipal Power Agency		2.064%		A2		10/1/2022		1.0				—
0.6				—				Hamilton County Ohio Healthcare Facilities		2.135%		AA		6/1/2020		0.6				—
0.9				—				Harris County Texas Cultural Education Facilities		2.015%		AA-		5/15/2020		0.9				—
1.3				—				Harris County Texas Cultural Education Facilities		2.065%		AA-		5/15/2021		1.3				—
1.3				—				Harris County Texas Cultural Education Facilities		2.102%		AA-		5/15/2022		1.3				—
0.5				—				Indiana State Finance Authority		2.242%		AA-		3/1/2020		0.5				—
1.1				—				Lansing Michigan Board of Water and Light Utility System		1.952%		AA-		7/1/2022		1.2				—
7.1				—				Massachusetts State Water Resources		1.661%		AA+		8/1/2020		7.1				—
1.2				—				Massachusetts State Water Resources		1.702%		AA+		8/1/2021		1.2				—
2.9				—				Massachusetts State Water Resources		1.734%		AA+		8/1/2022		2.9				—
0.3				—				Matanuska-Susitna Borough Alaska		2.016%		AA+		3/1/2023		0.3				—
0.5				—				Midland County Texas Fresh Water Supply		1.872%		AA-		9/15/2021		0.5				—
0.5				—				Midland County Texas Fresh Water Supply		1.910%		AA-		9/15/2022		0.5				—
0.2				—				Park Creek Metropolitan District Revenue		2.292%		AA		12/1/2022		0.2				—
0.2				—				Stockton California Public Financing Authority		1.942%		AA		10/1/2020		0.2				—
0.2				—				Stockton California Public Financing Authority		2.048%		AA		10/1/2021		0.2				—
0.1				—				Stockton California Public Financing Authority		2.145%		AA		10/1/2022		0.1				—
0.7				—				Texas State University System Revenue Finance		1.760%		Aa2		3/15/2020		0.7				—
0.5				—				Texas State University System Revenue Finance		1.810%		Aa2		3/15/2021		0.5				—
1.7				—				Texas State University System Revenue Finance		1.839%		Aa2		3/15/2022		1.7				—
0.5				—				University of Akron		1.976%		A1		1/1/2021		0.5				—
TOTAL MUNICIPAL BOND SECURITIES (Cost $33.3 and $0.0)																$	33.2			$	—

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal								Issuer		Coupon Rate		Credit Rating(8)		Maturity Date		Fair Value at December 31,
2019				2018												2019				2018
TOTAL OTHER MARKETABLE SECURITIES (Cost $4,144.7 and $4,088.9)																$	4,150.2			$	4,088.7
TOTAL MARKETABLE SECURITIES (Cost $4,830.7 and $5,363.6)																$	4,975.9			$	5,503.8

LOANS RECEIVABLE—5.0% and 3.2%

Principal														Maturity Date		Fair Value at December 31,
2019				2018				Borrower		Property Type		Interest Rate(6)				2019				2018
$	6.3			$	6.3			DJM Capital Partners Mezzanine		Retail		5.000%		3/2/2020		$	6.3			$	6.3
87.5				83.2				311 South Wacker Mezzanine		Office		4.70% + LIBOR		6/7/2020		86.8				83.2
92.2				95.2				Blackstone RioCan Retail Portfolio Mezzanine		Retail		4.65% + LIBOR		6/9/2020		92.2				95.3
60.0				60.0				River North Point Junior Mezzanine		Office		4.30% + LIBOR		7/9/2020		60.0				60.0
128.6				176.4				Project Glacier Mezzanine		Industrial		4.40% + LIBOR		11/9/2020		128.6				176.4
53.8				—				SCG Oakland Portfolio		Office		4.25% + LIBOR		3/1/2021		53.8				—
20.0				20.0				Crest at Las Colinas Station Mezzanine		Apartments		5.11% + LIBOR		5/10/2021		20.0				20.0
60.0				—				SoNo Collection Mezzanine		Retail		6.75% + LIBOR		8/6/2021		60.0				—
125.0				125.0				State Street Financial Center Mezzanine		Office		6.500%		11/10/2021		124.4				125.3
20.0				20.0				Modera Observatory Park Mezzanine		Apartments		4.34% + LIBOR		6/10/2022		20.0				20.0
15.6				—				San Diego Office Portfolio Mezzanine		Office		2.45% + LIBOR		8/9/2022		16.1				—
46.9				—				San Diego Office Portfolio Senior Loan(1)		Office		2.45% + LIBOR		8/9/2022		48.2				—
20.8				19.7				Rosemont Towson Mezzanine		Apartments		4.15% + LIBOR		9/9/2022		20.8				19.7
27.5				26.7				1330 Broadway Mezzanine		Office		5.01% + LIBOR		8/10/2023		27.5				26.8
82.0				63.0				Great Value Storage Portfolio Mezzanine		Storage		7.875%		12/6/2023		82.0				63.2
85.0				—				Park Avenue Tower Mezzanine		Office		4.35% + LIBOR		3/9/2024		85.0				—
71.0				—				BREP VIII Industrial Loan Facility Mezzanine		Industrial		5.00% + LIBOR		3/9/2026		71.0				—
20.0				20.0				Aspen Lake Office Portfolio Mezzanine		Office		8.250%		3/10/2028		20.0				20.2
95.0				95.0				Merritt on the River Office Portfolio Mezzanine		Office		8.000%		8/1/2028		95.0				95.7
100.0				100.0				Charles River Plaza North Mezzanine		Office		6.080%		4/6/2029		100.0				100.9
14.7				—				Liberty Park		Office		6.080%		11/9/2021		14.7				—
33.8				—				Colony New England Hotel Portfolio Mezzanine		Hotel		2.80% + LIBOR		11/9/2022		33.8				—
101.4				—				Colony New England Hotel Portfolio Senior Loan		Hotel		2.80% + LIBOR		11/9/2022		101.4				—
33.9				—				Exo Apartments Mezzanine		Apartments		2.30% + LIBOR		1/9/2023		33.9				—
101.6				—				Exo Apartments Senior Loan		Apartments		2.30% + LIBOR		1/9/2023		101.6				—
TOTAL LOANS RECEIVABLE (Cost $1,504.5 and $910.6)																$	1,503.1			$	913.0

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

LOANS RECEIVABLE WITH RELATED PARTIES—0.2% and 0.0%

Principal														Maturity Date		Fair Value at December 31,
2019				2018				Borrower		Property Type		Interest Rate(6)				2019				2018
$	36.5			$	—			MRA Hub 34 Holding, LLC		Office		2.50% + LIBOR		9/1/2022		$	36.5			$	—
32.8				—				THP Student Housing, LLC		Apartments		3.200%		9/1/2024		32.5				—
TOTAL LOANS RECEIVABLE WITH RELATED PARTIES (Cost $69.3 and $0.0)																$	69.0			$	—
TOTAL INVESTMENTS (Cost $25,697.4 and $24,169.8)																$	29,899.0			$	28,480.4

(1)	The investment has a loan payable outstanding, as indicated in Note 9 - Loans Payable.

(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)	For zero-coupon securities issued at a discount or premium to par, yield represents the annualized yield to maturity. For all other securities, the coupon rate is presented.

(5)	A portion of this investment consists of land currently under development.

(6)	Fixed interest rate loans are represented with a single rate. Variable interest rate loans are presented with their base spread and the corresponding index rate. All variable interest loans currently held by the Account use the one month London Interbank Offered Rate ("LIBOR") rate on U.S. dollar deposits as the index rate, as published by ICE Benchmark Administration Limited.

(7)	All or a portion of these securities are out on loan. The aggregate value of securities on loan December 31, 2019 and December 31, 2018 were $25.2 million and $67.4 million, respectively.

(8)	Credit ratings are sourced from Standard & Poor's ("S&P"), Moody's or Fitch. Ratings are presented using the S&P rating tier definition.

(9)	Property previously held within South Florida Apartment Portfolio.

(10)	A partial disposition of assets held by the investment portfolio occurred in 2019.

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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 (the “Account”) as of December 31, 2019 and 2018, 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, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 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 12, 2020

We have served as the Account's auditor since 2005.

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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, 2019.

(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, 2019. 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, 2019, 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.

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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, 2020, their years of birth and their principal occupations during at least the past five years, are as follows:

Trustees

Ronald L. Thompson (Chairman of the TIAA Board of Trustees), YOB: 1949

Senior Non-Executive Director, Fiat Chrysler Automobiles (2014 to present). Lead Director (2011 to 2014) and Director (2009 to 2014), Chrysler Group LLC. Member, Plymouth Ventures Partnership II Advisory Board (2010 to present). Director, Medical University of South Carolina Foundation (2013 to present). 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). Chair (2019 to present) and Member (2016 to present), Board of Managers of UI Singapore Research, LLC. Member, Board of Managers of University of Illinois Research Park (2016 to present). Professor of Finance and Director of the Center for Business and Public Policy, University of Illinois at Urbana-Champaign (2007 to 2015). Board Member, Center for Audit Quality (2016 to present).

Priscilla Sims Brown, YOB: 1957

Group Executive, Marketing and Corporate Affairs, Commonwealth Bank of Australia (2019 to present). Chief Executive Officer, Emerge.me (2017 to 2019). Senior Executive Vice President and Chief Marketing Officer, AXA Financial, Inc. (2014 to 2016). Senior Vice President, Chief Marketing & Development Strategy Officer, Amerihealth Caritas (2013 to 2014).

James R. Chambers, YOB: 1957

Director, President and Chief Executive Officer (2013 to 2016), and Special Advisor, Board (2016), Weight Watchers International, Inc. Chairman (2018 to present), Director (2012 to present), Big Lots, Inc.

Tamara Simpkins Franklin, YOB: 1966

Vice President, Media & Entertainment Industry Solutions for North America (2018 to present), Vice President, Chief Digital Officer for North America (2017 to 2018), International Business Machines (IBM). Executive Vice President, Digital (2014 to 2016), Senior Vice President (2009 to 2014), Scripps Network Interactive. Director, Dream Academy (2017 to present).

Lisa W. Hess, YOB: 1955

President and Managing Partner, SkyTop Capital (2010 to present). Director, Radian Group, Inc. (2011 to present). Director, TIAA, FSB (a wholly owned subsidiary of TIAA) (2015 to present).

Edward M. Hundert, M.D., YOB: 1956

Dean for Medical Education, Associate Director of the Center for Bioethics and Daniel D. Federman, M.D. Professor in Residence of Global Health and Social Medicine and Medical Education, Harvard Medical School (2014 to present). Faculty member, Massachusetts General Hospital Center for Law, Brain and Behavior (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 2018).

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Donald K. Peterson, YOB: 1949

Trustee, AllianceBernstein Multi-Manager Alternative Fund (2019 to present). Director, Bernstein Fund Inc. (2015 to present). Director, Sanford C. Bernstein Fund Inc. (2007 to present). Trustee Emeritus, Worcester Polytechnic Institute (2015 to present). Director, TIAA, FSB (a wholly owned subsidiary of TIAA) (2015 to present). Director, National Organization for Disorders of the Corpus Colossum (2020 to present).

Sidney A. Ribeau, YOB: 1947

Professor of Communications, Howard University (2014 to present). President, Howard University (2008 to 2013). Senior Consultant, Academic Search (2018 to present). Co-founder and Principal Consultant, TM2 Education Search (2016 to 2018). Director, Worthington Industries (2000 to present).

Dorothy K. Robinson, YOB: 1951

Senior Of Counsel, K&L Gates (2016 to present). Senior Counselor to the President (2014 to 2015), General Counsel (1986 to 2014), and Vice President (1995 to 2014), Yale University. Trustee, Swarthmore College (2019 to present). Trustee, Yale University Press, London (2015 to present). Director, Oak Spring Garden Foundation (2018 to present). Director, TIAA, FSB (a wholly owned subsidiary of TIAA) (2015 to present).

Kim M. Sharan, YOB: 1957

Founder and CEO, Kim M. Sharan, LLC (2014 to present). President of Financial Planning and Wealth Strategies and Chief Marketing Officer, Ameriprise Financial (2005 to 2014). Board Member, PartnerHere (2014 to present). Director, Girls Inc. (2014 to present). Executive Advisor, Own the Room (2016 to present). Executive Advisor, Hearsay Social (2019 to present).

David L. Shedlarz, YOB: 1948

Director, Teladoc, Inc. (2016 to present). Director, The Hershey Company (2008 to present). Director, Pitney Bowes Inc. (2001 to present). Director, TIAA, FSB (a wholly owned subsidiary of TIAA) (2015 to present).

Marta Tienda, YOB: 1950

Maurice P. During ’22 Professor in Demographic Studies (1999 to present) and Professor of Sociology and Public Affairs (1997 to present), Princeton University. Director, Robin Hood Foundation (2017 to present). Trustee (2004 to present), Board Chair (2017 to present), Alfred P. Sloan Foundation. Trustee, Jacobs Foundation of Switzerland (1998 to present). Trustee, Urban Institute (2019 to present). Director, Holdsworth Center (2019 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, Chief Product Officer of TIAA Financial Solutions, TIAA. Executive Vice President, CREF. Prior positions: Executive Vice President, Chief Executive Officer, TIAA-CREF Asset Management, TIAA; Executive Vice President, Chief Operating Officer of Asset Management, TIAA.

Lori Fouché, YOB: 1969

Senior Executive Vice President, Chief Executive Officer of TIAA Financial Solutions, TIAA. Prior positions: Senior Vice President, Individual Solutions, Prudential Financial, Inc.; President, Prudential Annuities, Prudential Financial, Inc.; Chief Executive Officer, Prudential Group Insurance, Prudential Financial, Inc.

Glenn Richter, YOB: 1962

Senior Executive Vice President, Chief Financial Officer, TIAA. Prior positions: Senior Executive Vice President, Chief Administrative Officer, TIAA; Executive Vice President, Chief Operating Officer, TIAA Global Asset Management; Chief Operating Officer, Nuveen Investments.

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Oluseun S. Salami, YOB: 1977

Senior Vice President, Chief Accounting Officer and Corporate Controller, TIAA. Prior positions: Executive Vice President, Global Controller - Corporate Solutions, Jones Lang LaSalle; Senior Manager, Deloitte & Touche LLP.

Portfolio Management Team

Randy Giraldo, YOB: 1975

Managing Director, Portfolio Manager, Head of TIAA Real Estate Account, TIAA. Prior position: Managing Director, TIAA.

Gordon (Chris) McGibbon, YOB: 1972

Senior Managing Director, Head of Americas, Nuveen Real Estate. Prior positions: Managing Director, Head of U.S. Real Estate; Managing Director, Portfolio Manager of General Account Mortgage and Real Estate Portfolios, TIAA.

Audit Committee Financial Expert

On February 13, 2020, the Board of Trustees of TIAA determined that Jeffrey R. Brown, James R. Chambers, Lisa W. Hess, Maureen O’Hara 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 Conduct

The Board of Trustees of TIAA has adopted a code of conduct 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 conduct 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 conduct.

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, 2019, the Account expensed $57.8 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, 2019, the Account expensed $68.1 million for investment management services and $1.3 million for mortality and expense risks provided/borne by TIAA. For the same period, the Account expensed $81.7 million for administrative and distribution services provided by TIAA and Services.

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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, 2019 and 2018 and review of consolidated financial statements included in the registrant’s quarterly reports were $1,139,969 and $1,149,969 respectively.

Audit-Related Fees. The registrant had no audit-related services for the years ended December 31, 2019 and 2018.

Tax Fees. PwC had no tax fees with respect to registrant for the years ended December 31, 2019 and 2018.

All Other Fees. Other than as set forth above, there were no additional fees with respect to registrant.

Preapproval Policy. The audit committee of the Board (“Audit Committee”) has 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.

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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, LLC4
(3)	(A)	Restated Charter of TIAA (as amended)5
	(B)	Amended Bylaws of TIAA6
(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 Endorsements1 and Retirement Choice and Retirement Choice Plus Contracts3
	(B)	Forms of Income-Paying Contracts2
	(C)	Form of Contract Endorsement for Internal Transfer Limitation7
	(D)	(1) Form of Non-ERISA Retirement Choice Plus Contract9 (2) Form of Non-ERISA Retirement Choice Plus Certificate9
	(E)	(1) Form of Trust Company Retirement Choice Contract10 (2) Form of Trust Company Retirement Choice Certificate10
	(F)	(1) Form of Trust Company Retirement Choice Plus Certificate11 (2) Form of Trust Company Retirement Choice Plus Contract11
	(G)	Form of Income Test Drive Endorsement for Retirement Annuity Contracts. After-Tax Retirement Annuity Contracts, Supplemental Retirement Annuity Contracts and IRA Contracts (including Rollover IRA, Contributory IRA, Roth IRA, OneIRA)13
	(H)	Form of Income Test Drive Endorsement for Group Retirement Annuity Certificates, Group Supplemental Retirement Annuity Certificates, Keogh Certificates, Retirement Choice Certificates, Retirement Choice Plus Certificates, Non-ERISA Retirement Choice Plus Certificates, Trust Retirement Choice Certificates, and Trust Retirement Choice Plus Certificates14
	(I)	Form of OneIRA Non-Qualified Deferred Annuity Contract (and Rate Schedule)15
	(J)	(1) Form of Endorsement to Retirement Choice and Retirement Choice Plus Contracts for Custom Portfolios16                                                                                   (2) Form of Endorsement to Retirement Choice and Retirement Choice Plus Certificates for Custom Portfolios16
	(K)	Form of Endorsement to Group Supplemental Retirement Annuity (GSRA) Certificate17
	(L)	(1) Form of Contract, Rate Schedule and Certificate for Multiple Employer Plan Retirement Choice Annuity Contract * (2) Form of Contract, Rate Schedule and Certificate for Multiple Employer Plan Retirement Choice Plus Annuity Contract *
(10)	(A)	Amended and Restated Independent Fiduciary Letter Agreement, dated as of February 21, 2018, between TIAA, on behalf of the Registrant, and RERC, LLC12
	(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)		Code of Conduct of TIAA*
(31)		Rule 13(a)-15(e)/ Rule 13a-15(e)/15d-15(e) Certifications*
(32)		Section 1350 Certifications*
(101)		The following financial information from the annual report on Form 10-K for the year ended December 31, 2019, 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.**

*	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).

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(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).

(13)	Previously filed and incorporated by reference to Exhibit 4(G) to the Account’s Annual Report on Form 10-K, filed with the Commission on March 15, 2018 (File No. 33-92990).

(14)	Previously filed and incorporated by reference to Exhibit 4(H) to the Account’s Annual Report on Form 10-K, filed with the Commission on March 15, 2018 (File No. 33-92990).

(15)	Previously filed and incorporated by reference to Exhibit 4(I) to the Account’s Annual Report on Form 10-K, filed with the Commission on March 15, 2018 (File No. 33-92990).

(16)	Previously filed and incorporated by reference to Exhibit 4(J)(1) and 4(J)(2) to the Account’s Annual Report on Form 10-K, filed with the Commission on March 14, 2019 (File No. 33-92990).

(17)	Previously filed and incorporated by reference to Exhibit 4(K) to the Account’s Annual Report on Form 10-K, filed with the Commission on March 14, 2019 (File No. 33-92990).

ITEM 16. FORM 10-K SUMMARY.

Not applicable.

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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 12th day of March, 2020.

	TIAA REAL ESTATE ACCOUNT
	By:	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
March 12, 2020		/s/ Carol W. Deckbar
		Carol W. Deckbar
		Executive Vice President, Chief Product Officer of TIAA Financial Solutions, Teachers Insurance and Annuity Association of America (Principal Executive Officer)

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/ ROGER W. FERGUSON, JR.		President and Chief Executive Officer of Teachers Insurance and Annuity Association of America and Trustee		March 12, 2020
/s/ CAROL W. DECKBAR		Executive Vice President, Chief Product Officer of TIAA Financial Solutions, Teachers Insurance and Annuity Association of America (Principal Executive Officer)		March 12, 2020
/s/ OLUSEUN S. SALAMI		Senior Vice President, Chief Accounting Officer and Corporate Controller of Teachers Insurance and Annuity Association of America (Principal Financial and Accounting Officer)		March 12, 2020
/s/ RONALD L. THOMPSON		Chairman of the TIAA Board of Trustees		March 12, 2020
/s/ JEFFREY R. BROWN		Trustee		March 12, 2020
/s/ PRISCILLA SIMS BROWN		Trustee		March 12, 2020
/s/ JAMES R. CHAMBERS		Trustee		March 12, 2020
/s/ TAMARA SIMPKINS FRANKLIN		Trustee		March 12, 2020
/s/ LISA W. HESS		Trustee		March 12, 2020
/s/ EDWARD M. HUNDERT, M.D.		Trustee		March 12, 2020
/s/ MAUREEN O’HARA		Trustee		March 12, 2020
/s/ DONALD K. PETERSON		Trustee		March 12, 2020
/s/ SIDNEY A. RIBEAU		Trustee		March 12, 2020
/s/ DOROTHY K. ROBINSON		Trustee		March 12, 2020
/s/ KIM M. SHARAN		Trustee		March 12, 2020
/s/ DAVID L. SHEDLARZ		Trustee		March 12, 2020
/s/ MARTA TIENDA		Trustee		March 12, 2020

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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.

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