UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~June 30, 2019~~March 31, 2020

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to __________

Commission file number: 33-92990; 333-230322

TIAA REAL ESTATE ACCOUNT

(Exact name of registrant as specified in its charter)

NEW YORK

(State or other jurisdiction

of incorporation or organization)

NOT APPLICABLE

(I.R.S. Employer Identification No.)

C/O TEACHERS INSURANCE AND

ANNUITY ASSOCIATION OF AMERICA

730 THIRD AVENUE

NEW YORK, NEW YORK 10017-3206

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 490-9000

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the ~~Registrant~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ý NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ý NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o		Accelerated filer o
Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller Reporting Company o
		Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO ý

TABLE OF CONTENTS



			Page
Part I	Financial Information
	Item 1.	Unaudited Consolidated Financial Statements
		Consolidated Statements of Assets and Liabilities	3
		Consolidated Statements of Operations	4
		Consolidated Statements of Changes in Net Assets	5
		Consolidated Statements of Cash Flows	6
		Notes to the Consolidated Financial Statements	7
		Consolidated Schedules of Investments	28 30
	Item 2.	Management's Discussion and Analysis of the Account's Financial Condition and Results of Operations	42 46
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	60 66
	Item 4.	Controls and Procedures	61 68
Part II	Other Information
	Item 1.	Legal Proceedings	62 69
	Item 1A.	Risk Factors	62 69
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62 72
	Item 3.	Defaults Upon Senior Securities	62 72
	Item 4.	Mine Safety Disclosures	62 72
	Item 5.	Other Information	62 72
	Item 6.	Exhibits	63 73
Signatures			65 75

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(In millions, except per accumulation unit amounts)


	June 30,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
	(Unaudited)						(Unaudited)
ASSETS
Investments, at fair value:
Real estate properties (cost: $13,384.4 and $12,687.8)	$	16,471.9		$	15,531.1
Real estate joint ventures and limited partnerships (cost: $5,588.7 and $5,207.8)	6,919.2			6,532.5
Real estate properties (cost: $14,098.9 and $13,048.5)							$	17,082.1		$	15,835.0
Real estate joint ventures and funds (cost: $5,042.0 and $6,244.4)							6,591.5			7,516.0
Marketable securities:
Real estate-related (cost: $719.7 and $1,274.7)	847.2		⁽¹⁾	1,415.1		⁽¹⁾
Other (cost: $4,198.7 and $4,088.9)	4,199.4			4,088.7
Loans receivable (cost: $1,105.5 and $910.6)	1,105.1			913.0
Total investments (cost: $24,997.0 and $24,169.8)	29,542.8			28,480.4
Real estate-related (cost: $800.4 and $686.0)							724.7		⁽¹⁾	825.7		⁽¹⁾
Other (cost: $1,354.4 and $4,144.7)							1,347.3			4,150.2
Loans receivable (principal: $1,574.5 and $1,504.5)							1,562.5			1,503.1
Loans receivable with related parties (principal: $69.3 and $69.3)							68.5			69.0
Total investments (cost: $22,939.5 and $25,697.4)							27,376.6			29,899.0
Cash and cash equivalents	8.0			3.8			1,354.1			15.1
Due from investment manager	6.4			2.2			—			5.5
Receivable for securities sold							363.5			—
Other	278.0		⁽²⁾	331.8		⁽²⁾	270.2		⁽²⁾	290.3		⁽²⁾
TOTAL ASSETS	29,835.2			28,818.2			29,364.4			30,209.9
LIABILITIES
Mortgage loans payable, at fair value (principal outstanding: $2,788.5 and $2,688.1)	2,774.7			2,608.0
Loans payable, at fair value (principal outstanding: $2,624.3 and $2,338.0)							2,605.6			2,365.0
Line of credit, at fair value							190.0			250.0
Due to investment manager							19.0			—
Accrued real estate property expenses	235.0			222.4			242.4			225.9
Payable for collateral for securities loaned	7.1			68.8			2.5			25.7
Payable for securities purchased							251.6			—
Other	85.8			76.4			38.2			35.4
TOTAL LIABILITIES	3,102.6			2,975.6			3,349.3			2,902.0
COMMITMENTS AND CONTINGENCIES
NET ASSETS
Accumulation Fund	26,201.2			25,320.1			25,466.4			26,759.1
Annuity Fund	531.4			522.5			548.7			548.8
TOTAL NET ASSETS	$	26,732.6		$	25,842.6		$	26,015.1		$	27,307.9
NUMBER OF ACCUMULATION UNITS OUTSTANDING	60.9			60.7			57.8			60.8
NET ASSET VALUE, PER ACCUMULATION UNIT	$	430.186		$	417.416		$	440.892		$	440.422

⁽¹⁾Includes securities loaned of ~~$6.9~~$2.4 million at ~~June 30, 2019~~March 31, 2020 and ~~$67.4~~$25.2 million at December 31, ~~2018.~~2019.

⁽²⁾Includes cash collateral for securities loaned of ~~$7.1~~$2.5 million at ~~June 30, 2019~~March 31, 2020 and ~~$68.8~~$25.7 million at December 31, ~~2018.~~2019.

See notes to the consolidated financial statements

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,					For the Three Months Ended March 31,
	2019			2018			2019			2018		2020			2019
INVESTMENT INCOME
Real estate income, net:
Rental income	$	278.4		$	277.4		$	541.0		$	549.4	$	299.7		$	262.6
Real estate property level expenses and taxes:
Operating expenses	58.1			55.9			117.3			113.2		69.2			59.2
Real estate taxes	45.4			45.0			92.0			89.9		50.1			46.6
Interest expense	27.3			28.6			53.0			52.4		24.3			25.7
Total real estate property level expenses and taxes	130.8			129.5			262.3			255.5		143.6			131.5
Real estate income, net	147.6			147.9			278.7			293.9		156.1			131.1
Income from real estate joint ventures and limited partnerships	59.8			65.6			109.5			120.5
Income from real estate joint ventures and funds												55.2			49.7
Interest	45.1			24.4			86.2			42.5		42.5			41.1
Dividends	7.2			12.3			11.6			22.0		4.5			4.4
TOTAL INVESTMENT INCOME	259.7			250.2			486.0			478.9		258.3			226.3
Expenses:
Investment management charges	16.8			17.8			36.3			32.4		17.2			19.5
Administrative charges	12.2			11.9			25.5			26.7		11.7			13.3
Distribution charges	8.7			7.1			16.6			14.0		7.6			7.9
Mortality and expense risk charges	0.4			0.3			0.7			0.6		0.3			0.3
Liquidity guarantee charges	13.2			12.5			26.1			24.7		16.2			12.9
TOTAL EXPENSES	51.3			49.6			105.2			98.4		53.0			53.9
INVESTMENT INCOME, NET	208.4			200.6			380.8			380.5		205.3			172.4
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties	—			55.4			—			43.6		(59.2		)	—
Real estate joint ventures and limited partnerships	(48.8		)	—			(43.7		)	0.2
Real estate joint ventures and funds												(460.3		)	5.1
Marketable securities	112.1			3.9			253.1			6.9		35.2			141.0
Net realized gain on investments	63.3			59.3			209.4			50.7
Loans receivable												(1.6		)	—
Net realized (loss) gain on investments												(485.9		)	146.1
Net change in unrealized appreciation (depreciation) on:
Real estate properties	170.3			(47.6		)	244.2			54.7		196.7			73.9
Real estate joint ventures and limited partnerships	41.2			68.0			43.7			92.3
Real estate joint ventures and funds												300.5			2.5
Marketable securities	(93.8		)	97.7			(17.5		)	6.9		(230.8		)	76.3
Loans receivable	(4.0		)	(0.1		)	(2.8		)	—		(10.6		)	1.2
Mortgage loans payable	(36.7		)	27.5			(66.3		)	55.2
Net change in unrealized appreciation on investments and mortgage loans payable	77.0			145.5			201.3			209.1
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE	140.3			204.8			410.7			259.8
Loans receivable with related parties												(0.5		)	—
Loans payable												45.7			(29.6		)
Net change in unrealized appreciation on investments and loans payable												301.0			124.3
NET REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS AND LOANS PAYABLE												(184.9		)	270.4
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	348.7		$	405.4		$	791.5		$	640.3	$	20.4		$	442.8

See notes to the consolidated financial statements

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(In millions)

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
FROM OPERATIONS
Investment income, net	$	208.4		$	200.6		$	380.8		$	380.5		$	205.3		$	172.4
Net realized gain on investments	63.3			59.3			209.4			50.7
Net change in unrealized appreciation on investments and mortgage loans payable	77.0			145.5			201.3			209.1
Net realized (loss) gain on investments													(485.9		)	146.1
Net change in unrealized appreciation on investments and loans payable													301.0			124.3
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	348.7			405.4			791.5			640.3			20.4			442.8
FROM PARTICIPANT TRANSACTIONS
Premiums	671.1			603.6			1,348.5			1,272.7			702.6			677.4
Annuity payments	(11.9		)	(11.2		)	(23.4		)	(22.4		)	(12.3		)	(11.5		)
Withdrawals and death benefits	(597.0		)	(571.2		)	(1,226.6		)	(1,532.7		)	(2,003.5		)	(629.6		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PARTICIPANT TRANSACTIONS	62.2			21.2			98.5			(282.4		)
NET INCREASE IN NET ASSETS	410.9			426.6			890.0			357.9
NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM PARTICIPANT TRANSACTIONS													(1,313.2		)	36.3
NET (DECREASE) INCREASE IN NET ASSETS													(1,292.8		)	479.1
NET ASSETS
Beginning of period	26,321.7			24,873.9			25,842.6			24,942.6			27,307.9			25,842.6
End of period	$	26,732.6		$	25,300.5		$	26,732.6		$	25,300.5		$	26,015.1		$	26,321.7

See notes to the consolidated financial statements

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions, Unaudited)


	For the Six Months Ended June 30,						For the Three Months Ended March 31,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	791.5		$	640.3		$	20.4		$	442.8
Adjustments to reconcile net changes in net assets resulting from operations to net cash (used in) provided by operating activities:
Net realized gain on investments	(209.4		)	(50.7		)
Net change in unrealized appreciation on investments and mortgage loans payable	(201.3		)	(209.1		)
Adjustments to reconcile net changes in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized gain (loss) on investments							485.9			(146.1		)
Net change in unrealized appreciation on investments and loans payable							(301.0		)	(124.3		)
Purchase of real estate properties	(453.6		)	(446.9		)	(1,097.7		)	(301.0		)
Capital improvements on real estate properties	(124.5		)	(85.9		)	(68.5		)	(54.7		)
Proceeds from sale of real estate properties	3.1			374.9			347.6			3.1
Purchases of long term investments	(599.4		)	(309.3		)	(701.7		)	(105.6		)
Proceeds from long term investments	1,015.3			195.5			1,385.8			542.5
Purchases and originations of loans receivable	(219.0		)	(319.5		)	(107.7		)	(74.4		)
Proceeds from sales of loans receivable							28.0			—
Proceeds from payoffs of loans receivable	24.1			—			11.4			21.3
Increase in other investments	(109.8		)	(185.5		)
Change in due from investment manager	(4.2		)	(12.0		)
Decrease (Increase) in other investments							2,788.6			(179.3		)
Change in due to (from) investment manager							24.5			(7.8		)
Increase in receivable for securities sold							(363.5		)	—
Increase in payable for securities purchased							251.6			—
Decrease in other assets	55.8			33.0			16.3			79.6
Decrease in other liabilities	(51.3		)	(23.5		)	(8.3		)	(94.2		)
NET CASH USED IN OPERATING ACTIVITIES	(82.7		)	(398.7		)
NET CASH PROVIDED BY OPERATING ACTIVITIES							2,711.7			1.9
CASH FLOWS FROM FINANCING ACTIVITIES
Mortgage loan proceeds received	—			712.8
Proceeds from line of credit							400.0			—
Payments on line of credit							(460.0		)	—
Payments of mortgage loans	(9.6		)	(37.6		)	(3.3		)	(4.7		)
Premiums	1,348.5			1,272.7			702.6			677.4
Annuity payments	(23.4		)	(22.4		)	(12.3		)	(11.5		)
Withdrawals and death benefits	(1,226.6		)	(1,532.7		)	(2,003.5		)	(629.6		)
NET CASH PROVIDED BY FINANCING ACTIVITIES	88.9			392.8
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	6.2			(5.9		)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES							(1,376.5		)	31.6
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH							1,335.2			33.5
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period cash, cash equivalents and restricted cash	47.3			54.0			40.4			47.3
Net increase (decrease) in cash, cash equivalents and restricted cash	6.2			(5.9		)
Net increase in cash, cash equivalents and restricted cash							1,335.2			33.5
End of period cash, cash equivalents and restricted cash	$	53.5		$	48.1		$	1,375.6		$	80.8
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	53.4		$	49.6		$	24.3		$	26.2
Mortgage loan assumed as part of real estate acquisition	$	110.0		$	33.1		$	289.6		$	—
Loan receivable converted to equity in real estate investment							$	(3.3	)	$	—

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 (in millions):


	As of June 30,				As of March 31,
	2019		2018		2020		2019
Cash and cash equivalents	$	8.0	$	5.6	$	1,354.1	$	38.1
Restricted cash⁽¹⁾	45.5		42.5		21.5		42.7
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	53.5	$	48.1	$	1,375.6	$	80.8

⁽¹⁾Restricted cash is included within other assets in the Consolidated Statements of Assets and Liabilities.

See notes to the consolidated financial statements

TIAA REAL ESTATE ACCOUNT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 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. 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 ~~limited partnerships,~~funds, as well as investments in loans receivable with 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 ("GAAP"), which requires the use of estimates made by management. Actual results may vary from those estimates and such differences may be material.

The Consolidated Financial Statements of the Account as of ~~June 30, 2019~~March 31, 2020 and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ are unaudited and include all adjustments necessary to present a fair statement of results for the interim periods presented. Results of operations for the interim periods are not necessarily indicative of results for the entire year. These Consolidated Financial Statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report pursuant to the rules of the SEC. As a result, these Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Account’s annual report on Form 10-K for the year ended December 31, ~~2018.~~2019.

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 sole 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.~~Companies ("ASC 946"). Further in accordance with the adoption of the fair value option allowed under ASC 825 - Financial Instruments, and at the election of Account management, ~~mortgage~~ loans payable 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 ~~mortgage~~ loans payable.

Valuation of Real Estate Properties—Investments in real estate properties are stated at fair value, as determined in accordance with policies and procedures reviewed by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole. Accordingly, the Account does not record depreciation. Determination of fair value involves significant levels of judgment because the actual fair value of real estate can be determined only by negotiation between the parties in a sales transaction.

The Account’s primary objective when valuing its real estate investments is 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~~similarly 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~~Independent Fiduciary, RERC, LLC (the "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.~~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~~Independent Fiduciary (the ~~independent fiduciary~~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,~~Independent Fiduciary, which will make a final determination on the matter (which may include ordering a subsequent independent appraisal).

The ~~Account's independent fiduciary, RERC, LLC,~~Independent Fiduciary was initially appointed in March 2006 by a special subcommittee of the Investment Committee of the Board to, among other things, oversee the entire appraisal process. In March 2018, RERC, LLC, was re-appointed as the Account's ~~independent fiduciary~~Independent Fiduciary for a term expiring in February 2021. The

~~independent fiduciary~~ 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~~Independent Fiduciary may require additional appraisals if factors or events have occurred that could materially change a property’s value (including those identified previously) and such change is not reflected in the quarterly valuation review, or otherwise to ensure that the Account is valued appropriately. The ~~independent fiduciary~~Independent Fiduciary must also approve any valuation change of real estate-related assets where a property’s value changed by more than 6% from the most recent independent annual appraisal, or if the value of the Account would change by more than 4% within any calendar quarter or more than 2% since the prior calendar month. When a real estate property is subject to a mortgage, the property is valued independently of the mortgage and the property and mortgage fair values are reported separately (see Valuation of ~~Mortgage~~ Loans Payable). The ~~independent fiduciary~~Independent Fiduciary reviews and approves all mortgage valuation adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each real estate property and mortgage loan payable to calculate the Account’s daily net asset value until the next valuation review or appraisal.

Valuation of Real Estate Joint Ventures—Real estate joint ventures are stated at the fair value of the Account’s ownership

interests of the underlying entities. The Account’s ownership interests are valued based on the fair value of the underlying

real estate, any related ~~mortgage~~ loans payable, and other factors, such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. The fair value of real estate and ~~mortgage~~ loans payable held by

joint ventures is determined in the same manner described above in Valuation of Real Estate Properties. The ~~independent fiduciary~~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 ~~Limited Partnerships~~Funds—~~Limited partnership~~Real estate fund interests are stated at the fair value of the Account’s ownership in

the ~~partnership.~~real estate 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~~determines whether the net asset values provided are an appropriate representation of the fair value of the Account's interests in the ~~limited partnerships~~real estate funds and makes valuation adjustments as necessary. Valuation of ~~limited partnerships is conducted by management~~real estate funds proceeds under the direction of the Investment Committee of the ~~Board. Such valuation is also conducted~~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 ~~or values from independent pricing services~~ are not readily available, ~~or are not considered reliable,~~ 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~~loan- to-value ratio and the cash flow of the underlying collateral) and the credit quality of the counterparty. The ~~independent fiduciary~~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 ~~Mortgage~~ 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~~value. The estimated fair value of ~~mortgage~~ 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 ~~mortgage~~ 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~~Independent Fiduciary reviews and approves all ~~mortgage~~ 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 funds 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 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~~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.

~~Limited Partnerships~~Real Estate Funds—The Account has limited ownership interests in various private real estate ~~funds (primarily limited partnerships) and a private real estate investment trust (collectively, the “limited partnerships”).~~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 ~~limited partnerships~~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 ~~limited partnerships~~real estate funds as determined from the financial statements of the ~~limited partnerships~~real estate funds when received by the Account. Prior to the receipt of the financial statements from the ~~limited partnerships,~~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 the 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 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 real estate joint venture or ~~limited partnership.~~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, ~~Limited Partnerships~~Real Estate Funds and Loans Receivable sections above.

Unrealized gains and losses are recorded as the fair values of the Account’s investments are adjusted, and as discussed within the Real Estate Joint Ventures and ~~Limited Partnerships~~Real Estate Funds 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 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 946from 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: (i) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance; and (ii) 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 Section 817 of the Internal Revenue Code ~~Section 817,~~of 1986, as amended, 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 for property taxes, insurance, and various other property related matters as required by certain creditors related to outstanding ~~mortgage~~ loans payable collateralized by certain real estate investments. These amounts are recorded within other assets on the Consolidated Statements of Assets and Liabilities. See Note 9—~~Mortgage~~ Loans Payable for additional information regarding the Account’s outstanding ~~mortgage~~ loans payable.

Changes in Net Assets: Premiums include premiums paid by existing accumulation unit holders in the Account and transfers into the Account. Withdrawals and death benefits include withdrawals out of the Account which include transfers out of the Account and required minimum distributions.

Due to/from Investment Manager: Due to/from investment manager represents amounts that are to be paid or received by TIAA on behalf of the Account. Amounts generally are paid or received by the Account within one or two business days and no interest is contractually charged on these amounts.

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.

~~As of June 30, 2019, securities~~Securities lending transactions are for ~~real-estate related~~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.

Accounting ~~Pronouncements~~

~~Adopted~~

Pronouncement: In February 2016, the FASB issued Accounting Standards Update 2016-02 Leases (Topic 842) (“ASU 2016-02”) which supersedes Topic 840, Leases. This ASU 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 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 February 2019,~~March 2020, the FASB issued ASU ~~2019-01, Leases (Topic 842) Codification Improvements~~2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU ~~2019-01”~~2020-04”). ~~ASU 2019-01 addresses two lessor implementation issues~~The guidance provides optional expedients and ~~clarifies an exemption~~exceptions for ~~lessors~~applying generally accepted accounting principles to contract modifications and ~~lessees from a~~hedging relationships, subject to meeting certain ~~interim disclosure requirement associated with adopting~~criteria, that reference the ~~new lease accounting standard. This~~London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. The guidance is effective for ~~fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Account adopted ASU 2019-01~~all entities as of ~~January 1, 2019 and concluded that the adoption did not have a material impact on the Consolidated Financial Statements.~~

~~Upcoming~~

~~In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework~~—Changes to the Disclosure Requirements for Fair Value Measurements. ASU 2018-13 modifies the disclosures required for fair value measurements. This guidance is effective for fiscal years beginning afterMarch 12, 2020 through December ~~15, 2019.~~31, 2022. Management does not expect the guidance to materially impact the ~~Account's Notes to the Consolidated Financial Statements.~~Account.

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.~~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”),. Services is a direct wholly-owned subsidiary of TIAA, and is registered with the SEC as a broker-dealer and a registered ~~broker-dealer~~investment adviser and is 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) ~~distributing~~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.~~guarantee (described below). 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~~TIAA provides the Account with a liquidity guarantee ~~ensures that sufficient~~enabling the Account to have funds ~~are~~ available to meet participant redemption, transfer or cash withdrawal requests. The liquidity guarantee is required by the New York State Department of Financial Services and is subject to a prohibited transaction exemption that the Account received in 1996 (96-76) from the U.S. Department of Labor (the “PTE 96-76”). The Account pays TIAA for the risk associated with providing the liquidity guarantee through a daily deduction from the Account’s net assets. Whether the liquidity guarantee is exercised is based on the cash level of the Account from time to time, as well as recent participant withdrawal activity and the Account’s expected working capital, debt service and cash needs, and subject to the oversight of the Independent Fiduciary. If the Account cannot fund participant withdrawal or redemption requests ~~in the event that~~from the Account’s own cash ~~flows~~flow and liquid investments, TIAA will fund them by purchasing accumulation units issued by the Account (accumulation units that are ~~insufficient~~purchased by TIAA are generally referred to ~~fund such requests.~~as “liquidity units”). 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.

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.~~Highlights.

The Account has loans receivable outstanding with related parties as of March 31, 2020. 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 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						March 31, 2020		December 31, 2019
2020	2019					March 31, 2020		December 31, 2019
						(Unaudited)
36.5	36.5	MRA Hub 34 Holding, LLC	95.00%	2.50% + LIBOR	9/1/2022	$	36.5	$	36.5
32.8	32.8	THP Student Housing, LLC	97.00%	3.200%	9/1/2024	32.0		32.5
TOTAL LOANS RECEIVABLE WITH RELATED PARTIES						$	68.5	$	69.0

Note 3—Concentrations of Risk

The outbreak of the novel coronavirus (commonly known as “COVID-19”) and the subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the quarter ended March 31, 2020. The worldwide spread of the COVID-19 pandemic has created significant uncertainty in the global economy. At this time the Account reasonably expects tenants will request certain rent relief and lease modifications as a result of the pandemic; however, such requests have not been significant as of March 31, 2020. The duration and extent of COVID-19 over the long-term cannot be reasonably estimated at this time. The ultimate impact of the COVID-19 pandemic and the extent to which the COVID-19 pandemic impacts the Account’s business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict.

Concentrations of 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 ~~June 30, 2019,~~March 31, 2020, the Account had no significant concentrations of tenants as no single tenant had annual contract rent that made up more than 3%4% 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 ~~June 30, 2019~~March 31, 2020 (unaudited):


Diversification by Fair Value⁽¹⁾	Diversification by Fair Value⁽¹⁾										Diversification by Fair Value⁽¹⁾

	West		East		South		Midwest		Total		West		East		South		Midwest		Total
Office	14.6	%	18.4	%	5.2	%	—	%	38.2	%	13.2	%	18.7	%	5.3	%	—	%	37.2	%
Apartment	9.4	%	7.2	%	7.2	%	0.9	%	24.7	%	10.0	%	6.6	%	8.1	%	1.0	%	25.7	%
Retail	7.1	%	3.0	%	8.0	%	0.9	%	19.0	%	6.8	%	3.9	%	8.0	%	0.9	%	19.6	%
Industrial	8.4	%	1.4	%	4.6	%	0.5	%	14.9	%	9.1	%	1.6	%	4.6	%	0.5	%	15.8	%
Other⁽²⁾	0.5	%	2.5	%	0.2	%	—	%	3.2	%	0.6	%	0.5	%	0.6	%	—	%	1.7	%
Total	40.0	%	32.5	%	25.2	%	2.3	%	100.0	%	39.7	%	31.3	%	26.6	%	2.4	%	100.0	%


⁽¹⁾	Wholly-owned properties are represented at fair value and gross of any debt, while joint venture properties are represented at the net equity value.


⁽²⁾	Represents interests in Storage Portfolio investments, a ~~fee interest encumbered by a ground lease real estate~~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 ~~2090.~~2051. 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, as of ~~June 30, 2019~~March 31, 2020 (unaudited) and December 31, ~~2018~~2019 are as follows (millions):


	Years Ended December 31,					As of
	As of			As of
	June 30, 2019			December 31, 2018
2019	$	295.2	⁽¹⁾	$	535.2
Years Ended						March 31, 2020			December 31, 2019
2020	568.3			497.7		$	486.2	⁽¹⁾	$	550.4
2021	518.6			431.5		593.9			505.0
2022	448.7			366.9		512.9			442.1
2023	384.0			307.8		437.7			381.2
2024						360.6			316.6
Thereafter	3,125.1			2,701.8		1,209.5			1,078.4
Total	$	5,339.9		$	4,840.9	$	3,600.8		$	3,273.7

⁽¹⁾Representative of minimum rents owed for the remaining months of the calendar year ending December 31, ~~2019.~~2020.

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, unaudited)~~(millions):


			As of
			March 31, 2020		December 31, 2019
	June 30, 2019		(Unaudited)
Assets:
Right-of-use assets, at fair value	$	26.7	$	25.8	$	25.7
Liabilities:
Ground lease liabilities, at fair value	$	26.7	$	25.8	$	25.7



~~Key Terms~~
~~Weighted-average remaining lease term (years)~~	~~85.1~~
~~Weighted-average discount rate~~⁽¹⁾	~~6.13~~	%



	As of
	March 31, 2020		December 31, 2019
Key Terms:	(Unaudited)
Weighted-average remaining lease term (years)	83.9		84.4
Weighted-average discount rate⁽¹⁾	6.16	%	6.15	%

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

For the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, operating lease costs related to ground leases were ~~$0.6 million~~.$0.4 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, unaudited)~~(millions):


	Years Ended December 31,					As of
Years Ended						March 31, 2020			December 31, 2019
	As of			As of		(Unaudited)
	June 30, 2019			December 31, 2018
2019⁽¹⁾	$	0.6	⁽¹⁾	$	1.2
2020	1.2			1.2
2020⁽¹⁾						$	0.9	⁽¹⁾	$	1.2
2021	1.2			1.2		1.2			1.2
2022	1.2			1.3		1.2			1.2
2023	1.3			1.3		1.2			1.2
2024						1.3			1.3
Thereafter	388.1			388.0		375.9			375.9
Total	$	393.6		$	394.2	$	381.7		$	382.0

⁽¹⁾Representative of minimum rents owed for the remaining months of the calendar year ending December 31, ~~2019.~~2020.

Note 5—Assets and Liabilities Measured at Fair Value on a Recurring Basis

Valuation Hierarchy: The Account’s fair value measurements are grouped 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. ~~Limited partnership~~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 ~~limited partnerships.~~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, a 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;~~basis, and there may be circumstances in the interim in which the true realizable value of a property is not reflected in the Account’s daily net asset value calculation or in the Account’s periodic Consolidated Financial Statements. This

disparity may be more apparent when the commercial and/or residential real estate markets experience an overall and possibly dramatic decline (or increase) in property values in a relatively short period of time between appraisals.

The following tables show the major categories of assets and liabilities measured at fair value on a recurring basis as of ~~June 30, 2019~~March 31, 2020 (unaudited) and December 31, ~~2018,~~2019, using unadjusted quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3); and fair value using the 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 June 30, 2019			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 March 31, 2020
Real estate properties	$	—	$	—	$	16,471.9		$	—	$	16,471.9		$	—	$	—	$	17,082.1		$	—	$	17,082.1
Real estate joint ventures	—		—		6,720.3			—		6,720.3			—		—		6,237.4			—		6,237.4
Limited partnerships	—		—		—			198.9		198.9
Real estate funds													—		—		—			354.1		354.1
Marketable securities:
Real estate-related	847.2		—		—			—		847.2			724.7		—		—			—		724.7
Government agency notes	—		2,250.8		—			—		2,250.8			—		62.9		—			—		62.9
United States Treasury securities	—		1,948.6		—			—		1,948.6			—		749.9		—			—		749.9
Loans receivable	—		—		1,105.1			—		1,105.1
Total Investments at June 30, 2019	$	847.2	$	4,199.4	$	24,297.3		$	198.9	$	29,542.8
Mortgage loans payable	$	—	$	—	$	(2,774.7	)	$	—	$	(2,774.7	)
Corporate bonds													—		526.7		—			—		526.7
Municipal bonds													—		7.8		—			—		7.8
Loans receivable⁽¹⁾													—		—		1,631.0			—		1,631.0
Total Investments at March 31, 2020													$	724.7	$	1,347.3	$	24,950.5		$	354.1	$	27,376.6
Loans payable													$	—	$	—	$	(2,605.6	)	$	—	$	(2,605.6	)
Line of credit													$	—	$	—	$	(190.0	)	$	—	$	(190.0	)


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			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	$	—	$	—	$	15,531.1		$	—	$	15,531.1		$	—	$	—	$	15,835.0		$	—	$	15,835.0
Real estate joint ventures	—		—		6,356.6			—		6,356.6			—		—		7,204.2			—		7,204.2
Limited partnerships	—		—		—			175.9		175.9
Real estate funds													—		—		—			311.8		311.8
Marketable securities:
Real estate-related	1,415.1		—		—			—		1,415.1			825.7		—		—			—		825.7
Government agency notes	—		2,050.7		—			—		2,050.7			—		259.6		—			—		259.6
United States Treasury securities	—		2,038.0		—			—		2,038.0			—		2,589.1		—			—		2,589.1
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
Mortgage loans payable	$	—	$	—	$	(2,608.0	)	$	—	$	(2,608.0	)
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.

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 three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (millions, unaudited):


	Real Estate Properties		Real Estate Joint Ventures			Loans Receivable			Total Level 3 Investments			Mortgage Loans Payable			Real Estate Properties			Real Estate Joint Ventures			Loans Receivable⁽³⁾			Total Level 3 Investments			Loans Payable			Line of Credit
For the three months ended June 30, 2019
Beginning balance April 1, 2019	$	15,968.6	$	6,420.4		$	967.3		$	23,356.3		$	(2,632.9	)
For the three months ended March 31, 2020
Beginning balance January 1, 2020															$	15,835.0		$	7,204.2		$	1,572.1		$	24,611.3		$	(2,365.0	)	$	(250.0	)
Total realized and unrealized gains (losses) included in changes in net assets	170.3		(20.7		)	(4.0		)	145.6			(36.7		)	137.5			(156.4		)	(12.7		)	(31.6		)	45.7			—
Purchases⁽¹⁾	333.0		326.8			144.6			804.4			(110.0		)	1,457.2			20.6			107.7			1,585.5			(289.6		)	(400.0		)
Sales	—		—			—			—			—			(347.6		)	—			—			(347.6		)	—			—
Settlements⁽²⁾	—		(6.2		)	(2.8		)	(9.0		)	4.9			—			(831.0		)	(36.1		)	(867.1		)	3.3			460.0
Ending balance June 30, 2019	$	16,471.9	$	6,720.3		$	1,105.1		$	24,297.3		$	(2,774.7	)
Ending balance March 31, 2020															$	17,082.1		$	6,237.4		$	1,631.0		$	24,950.5		$	(2,605.6	)	$	(190.0	)

Real Estate
Properties Real Estate
Joint Ventures Loans
Receivable Total
Level 3
Investments Mortgage
Loans
Payable
For the six months ended June 30, 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 244.2
(13.6 ) (2.8 ) 227.8
(66.3 )
    Purchases⁽¹⁾
699.7
383.9
219.0
1,302.6
(110.0 )
    Sales (3.1 ) —
—
(3.1 ) —
    Settlements⁽²⁾
—
(6.6 ) (24.1 ) (30.7 ) 9.6
Ending balance June 30, 2019 $ 16,471.9
$ 6,720.3
$ 1,105.1
$ 24,297.3
$ (2,774.7 )

Real Estate
Properties Real Estate
Joint Ventures Loans
Receivable Total
Level 3
Investments Mortgage
Loans
Payable
For the three months ended June 30, 2018
Beginning balance April 1, 2018 $ 15,906.0
$ 5,805.6
$ 319.0
$ 22,030.6
$ (2,594.2 )
Total realized and unrealized gains included in changes in net assets 7.8
67.4
(0.1 ) 75.1
27.5
    Purchases⁽¹⁾
360.4
69.4
299.4
729.2
(359.9 )
    Sales (231.5 ) —
—
(231.5 ) —
    Settlements⁽²⁾
—
(27.1 ) —
(27.1 ) 35.2
Ending balance June 30, 2018 $ 16,042.7
$ 5,915.3
$ 618.3
$ 22,576.3
$ (2,891.4 )

Real Estate
Properties Real Estate
Joint Ventures Loans
Receivable Total
Level 3
Investments Mortgage
Loans
Payable
For the six months ended June 30, 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 (losses) included in changes in net assets 98.3
91.6
—
189.9
55.2
    Purchases⁽¹⁾
576.6
83.8
319.5
979.9
(745.9 )
    Sales (374.9 ) —
—
(374.9 ) —
    Settlements⁽²⁾
—
(120.7 ) —
(120.7 ) 37.6
Ending balance June 30, 2018 $ 16,042.7
$ 5,915.3
$ 618.3
$ 22,576.3
$ (2,891.4 )



	Real Estate Properties			Real Estate Joint Ventures			Loans Receivable⁽³⁾			Total Level 3 Investments			Loans Payable			Line of Credit
For the three months ended March 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 included in changes in net assets	73.9			7.1			1.2			82.2			(29.6		)	—
Purchases⁽¹⁾	366.7			57.1			74.4			498.2			—			—
Sales	(3.1		)	—			—			(3.1		)	—			—
Settlements⁽²⁾	—			(0.4		)	(21.3		)	(21.7		)	4.7			—
Ending balance March 31, 2019	$	15,968.6		$	6,420.4		$	967.3		$	23,356.3		$	(2,632.9	)	$	—


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


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


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

The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of ~~June 30,~~March 31, 2020 (unaudited).



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 Terminal Capitalization Rate	5.5% - 8.5% (6.6%) 4.0% - 7.5% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.9% - 7.0% (4.9%)
	Industrial	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.2% - 9.3% (6.7%) 4.3% - 8.3% (5.4%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.5% - 7.7% (4.8%)
	Apartment	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.3% - 7.8% (6.4%) 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 Terminal Capitalization Rate	5.3% - 11.7% (6.7%) 5.0% - 9.4% (5.6%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	4.0% - 11.0% (5.1%)
	Hotel	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	10.3% (10.3%) 7.8% (7.8%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	7.8% (7.8%)
Loans Payable	Office and Industrial	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	31.1% - 59.3% (45.8%) 3.2% - 4.3% (3.8%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	31.1% - 59.3% (45.8%) 1.2 - 1.5 (1.3)
	Apartment	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	30.0% - 69.0% (46.6%) 3.1% - 4.1% (3.7%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	30.0% - 69.0% (46.6%) 1.2 - 1.6 (1.3)
	Retail	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	37.1% - 63.8% (44.2%) 3.1% - 4.5% (3.9%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	37.1% - 63.8% (44.2%) 1.2 - 1.5 (1.3)
Loans Receivable, including those with related parties	Apartment, Hotel, Industrial, Office, Retail and Storage	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	30.9% - 90.2% (73.0%) 3.1% - 10.3% (6.0%)

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



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 Terminal Capitalization Rate	5.5% - 8.6% ~~(6.6%~~(6.5%) 4.0% - 7.5% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	~~3.5%~~3.8% - 7.0% ~~(4.9%~~(4.8%)
	Industrial	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.3% - 9.3% ~~(6.7%~~(6.8%) ~~4.3%~~4.4% - 8.3% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	~~3.9%~~4.0% - 7.8% (4.9%)
	Apartment	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.5% - 7.8% ~~(6.4%~~(6.5%) 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 Terminal Capitalization Rate	5.0% - 10.7% ~~(6.5%~~(6.4%) 4.3% - ~~9.2% (5.4%~~8.8% (5.3%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.3% - 10.5% ~~(4.8%~~(4.7%)
~~Mortgage~~ Loans Payable	Office and Industrial	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	~~34.7%~~36.0% - ~~60.4% (47.3%~~62.4% (47.1%) 3.7% - 5.5% (4.2%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	36.0% - 62.4% (47.1%) 1.2 - 1.4 (1.3)
	Apartment	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	31.1% - 62.3% (48.0%) 3.5% - ~~5.5%~~4.2% (4.0%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	~~34.7%~~31.1% - ~~60.4% (47.3%~~62.3% (48.0%) 1.2 - 1.4 (1.3)
	~~Apartment~~Retail	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	~~31.4%~~31.9% - ~~62.0% (48.1%~~55.9% (39.5%) ~~3.4%~~4.0% - ~~4.0% (3.7%~~4.9% (4.2%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	~~31.4%~~31.9% - ~~62.0% (48.1%~~55.9% (39.5%) 1.2 ~~- 1.4 (1.3)~~
	~~Retail~~	~~Discounted Cash Flow~~	~~Loan to Value Ratio~~ ~~Equivalency Rate~~	~~32.0% - 63.3% (39.6%)~~ ~~3.6% - 4.7% (4.0%)~~
		~~Net Present Value~~	~~Loan to Value Ratio~~ ~~Weighted Average Cost of Capital Risk~~ ~~Premium Multiple~~	~~32.0% - 63.3% (39.6%)~~ ~~1.2 - 1.5 (1.2)~~
~~Loans Receivable~~	~~Office, Retail and Storage~~	~~Discounted Cash Flow~~	~~Loan to Value Ratio~~ ~~Equivalency Rate~~	~~69.3% - 86.2% (77.6%)~~ ~~6.2% - 8.7% (7.2%)~~

~~The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of June 30, 2018 (unaudited).~~



~~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~~ ~~Terminal Capitalization Rate~~	~~5.5% - 8.6% (6.6%)~~ ~~4.0% - 7.5% (5.5%)~~
		~~Income Approach—Direct Capitalization~~	~~Overall Capitalization Rate~~	~~3.8% - 7.0% (4.9%)~~
	~~Industrial~~	~~Income Approach—Discounted Cash Flow~~	~~Discount Rate~~ ~~Terminal Capitalization Rate~~	~~5.5% - 8.9% (6.8%)~~ ~~4.5% - 8.3% (5.6%)~~
		~~Income Approach—Direct Capitalization~~	~~Overall Capitalization Rate~~	~~4.0% - 7.5% (5.0%)~~
	~~Apartment~~	~~Income Approach—Discounted Cash Flow~~	~~Discount Rate~~ ~~Terminal Capitalization Rate~~	~~5.3% - 7.8% (6.3%)~~ ~~3.5% - 6.3% (4.8%)~~
		~~Income Approach—Direct Capitalization~~	~~Overall Capitalization Rate~~	~~3.3% - 5.8% (4.4%)~~
	~~Retail~~	~~Income Approach—Discounted Cash Flow~~	~~Discount Rate~~ ~~Terminal Capitalization Rate~~	~~5.0% - 10.5% (6.4%)~~ ~~4.3% - 8.8% (5.2%)~~
		~~Income Approach—Direct Capitalization~~	~~Overall Capitalization Rate~~	~~3.8% - 10.5% (4.6%)~~
~~Mortgage Loans Payable~~	~~Office and Industrial~~	~~Discounted Cash Flow~~	~~Loan to Value Ratio~~ ~~Equivalency Rate~~	~~37.5% - 69.2% (48.3%)~~ ~~4.2% - 5.8% (4.4%)~~
		~~Net Present Value~~	~~Loan to Value Ratio~~ ~~Weighted Average Cost of Capital Risk~~ ~~Premium Multiple~~	~~37.5% - 69.2% (48.3%)~~ ~~1.2 - 1.4 (1.3)~~
	~~Apartment~~	~~Discounted Cash Flow~~	~~Loan to Value Ratio~~ ~~Equivalency Rate~~	~~26.3% - 64.7% (43.4%)~~ ~~3.8% - 4.3% (4.0%)~~
		~~Net Present Value~~	~~Loan to Value Ratio~~ ~~Weighted Average Cost of Capital Risk~~ ~~Premium Multiple~~	~~26.3% - 64.7% (43.4%)~~ ~~1.1 - 1.4 (1.3)~~
	~~Retail~~	~~Discounted Cash Flow~~	~~Loan to Value Ratio~~ ~~Equivalency Rate~~	~~17.7% - 51.4% (32.6%)~~ ~~4.0% - 5.3% (4.3%)~~
		~~Net Present Value~~	~~Loan to Value Ratio~~ ~~Weighted Average Cost of Capital Risk~~ ~~Premium Multiple~~	~~17.7% - 51.4% (32.6%)~~ ~~1.1~~ - 1.3 (1.2)
Loans Receivable	Office, Retail and Storage	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	~~60.2%~~70.8% - 79.2% ~~(75.1%~~(75.6%) ~~4.2%~~6.0% - 8.3% ~~(6.2%~~(7.1%)

Real Estate Properties and Joint Ventures: The significant unobservable inputs used in the fair value measurement of the Account’s real estate property and joint venture investments are the selection of certain investment rates (Discount Rate, Terminal Capitalization Rate, and Overall Capitalization Rate). Significant increases (decreases) in any of those inputs in isolation would result in significantly lower (higher) fair value measurements, respectively.

~~Mortgage~~ Loans Payable: The significant unobservable inputs used in the fair value measurement of the Account’s ~~mortgage~~ loans payable are the loan to value ratios and the selection of certain credit spreads and weighted average cost of capital risk premiums. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value, respectively.

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 ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ there were no transfers between Levels 1, 2 or 3.

The amount of total net unrealized gains (losses) included in changes in net assets attributable to the change in net unrealized gains (losses) relating to Level 3 investments and ~~mortgage~~ loans payable using significant unobservable inputs still held as of the reporting date is as follows (millions, unaudited):

Real Estate
Properties

Real Estate
Joint
Ventures

Loans
Receivable

Total
Level 3
Investments

Mortgage
Loans
Payable
For the three months ended June 30, 2019 $ 170.3
$ (14.7 ) $ (4.0 ) $ 151.6
$ (36.7 )
For the six months ended June 30, 2019 $ 244.2
$ (12.2 ) $ (2.8 ) $ 229.2
$ (66.3 )
For the three months ended June 30, 2018 $ 16.1
$ 67.4
$ (0.1 ) $ 83.4
$ 27.5
For the six months ended June 30, 2018 $ 110.7
$ 91.6
$ —
$ 202.3
$ 55.2



	Real Estate Properties		Real Estate Joint Ventures			Loans Receivable⁽¹⁾			Total Level 3 Investments		Loans Payable
For the three months ended March 31, 2020	$	147.7	$	(62.6	)	$	(11.1	)	$	74.0	$	45.7
For the three months ended March 31, 2019	$	73.9	$	2.5		$	1.2		$	77.6	$	(29.6	)

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

Note 6—Investments in Joint Ventures

The Account owns interests in several real estate properties through joint ventures and receives distributions and allocations of profits and losses from the joint ventures based on the Account’s ownership interest in those investments. Several of these joint ventures have ~~mortgage~~ loans payable collateralized by the properties owned by the aforementioned joint ventures. At ~~June 30, 2019,~~March 31, 2020, the Account held investments in joint ventures with ownership interest percentages that ranged from 33.3% to ~~97.0%~~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 results of operations of the joint ventures are shown below (millions, unaudited):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
Operating Revenue and Expenses
Revenues	$	271.8	$	231.2	$	537.9	$	457.0	$	285.5	$	266.1
Expenses	149.4		117.6		294.7		258.2		154.6		145.3
Excess of revenues over expenses	$	122.4	$	113.6	$	243.2	$	198.8	$	130.9	$	120.8

Note 7—Investments in ~~Limited Partnerships~~Real Estate Funds

~~Taconic New York City GP Fund, LP prohibits redemptions from~~The Account has ownership interests in real estate funds (each a "Fund", and collectively the "Funds"). The Funds are setup as limited partnerships or entities similar to a limited partnership, ~~prior~~and as such, meet the definition of a VIE as the limited partners collectively lack the power, through voting or similar rights, to ~~liquidation. Liquidation~~direct the activities of the ~~partnership is estimated to begin no earlier than 2024. The partnership allows~~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 ~~sell its interest in~~direct the ~~partnership, subject~~activities of each Fund that most significantly impact the respective 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 ~~consent and approval of~~Funds during the ~~general partner.~~

~~LCS SHIP Venture I, LLC prohibits redemptions prior to liquidation.~~three months ended March 31, 2020. The Account is ~~permitted~~contractually obligated to ~~sell or transfer its~~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 inbut is not the ~~company with the consent~~primary beneficiary and ~~approval of the manager.~~which have not been consolidated were as follows at March 31, 2020 (in millions, unaudited):



Fund Name	Carrying Amount		Maximum Exposure to Loss		Liquidity Provisions	Investment Strategy
LCS SHIP Venture I, LLC (90.0% Account Interest)	$	212.8	$	212.8	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 (79.2% Account Interest)	$	28.2	$	28.2	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 (92.1% Account Interest)	$	42.7	$	42.7	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.

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 (66.7% 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.
JCR Capital - REA Preferred Equity Parallel Fund (49.2% Account Interest)	$	2.2	$	2.2	Redemptions prohibited prior to liquidation.	To invest primarily in multi-family properties.
					Liquidation estimated to begin no earlier than 2026.
					The Account is prohibited from transferring its interest in the fund without consent by the general partner, which can be withheld in their sole discretion

Total	$	354.1	$	354.1

Note 8—Loans Receivable

The Account’s loan receivable portfolio is primarily comprised of mezzanine loans secured by the borrower’s direct and indirect ~~interest~~interests 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):


	June 30, 2019								March 31, 2020						December 31, 2019
	(unaudited)				December 31, 2018				(Unaudited)
	Fair Value		%		Fair Value		%		Principal Outstanding		Fair Value		% of Fair Value		Principal Outstanding		Fair Value		% of Fair Value
Office(1)	$	651.3	58.8	%	$	512.1	56.2	%	$	825.2	$	821.0	50.3	%	$	769.3	$	768.0	48.8	%
Industrial	209.5		19.0	%	176.4		19.3	%	199.6		199.6		12.2	%	199.6		199.6		12.7	%
Retail	101.6		9.2	%	101.6		11.1	%	139.5		139.5		8.6	%	158.5		158.5		10.1	%
Storage	82.4		7.5	%	63.2		6.9	%	82.0		77.9		4.8	%	82.0		82.0		5.2	%
Apartments(1)	60.3		5.5	%	59.7		6.5	%	262.2		260.0		15.9	%	229.1		228.8		14.6	%
Hotel									135.3		133.0		8.2	%	135.3		135.2		8.6	%
	$	1,105.1	100.0	%	$	913.0	100.0	%	$	1,643.8	$	1,631.0	100.0	%	$	1,573.8	$	1,572.1	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 inputs 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. Loans that are more than 90 days past due are classified as delinquent and assigned a D rating. Mezzanine debt in good health is typically reflective of a risk rating in the B range (e.g., BBB, BB, or 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.

All borrowers of loans rated B or higher are current as of March 31, 2020. The following table presents the fair values of the Account's loan portfolio based on the risk ratings as of ~~June 30, 2019 (unaudited)~~March 31, 2020 (in millions, unaudited), listed in order of the strength of the risk rating (from strongest to weakest):


	Number of Loans	Fair Value		%		Number of Loans	Fair Value		% of Fair Value
BBB	1	$	95.2	8.6	%	10	$	558.6	34.2	%
BB	9	509.1		46.1	%	8	452.7		27.8	%
B	6	494.5		44.7	%	7	473.3		29.0	%
D						1	77.9		4.8	%
NR⁽¹⁾	1	6.3		0.6	%	2	68.5		4.2	%
	17	$	1,105.1	100.0	%	28	$	1,631.0	100.0	%

⁽¹⁾ "~~NR"~~"NR" designates loans not assigned an internal credit rating. As of ~~June 30, 2019,~~March 31, 2020, this is ~~representative~~comprised of ~~one loan~~two loans with related parties. The loans are collateralized by ~~an interest in a joint venture invested~~equity interests in real ~~estate. The loan is scheduled to mature on July 12, 2019. Management expects all principal and interest owed to the Account for this loan to be collected in full.~~estate investments.

The ~~Account had no~~following table represents loans receivable in ~~non-performing~~nonaccrual status as of ~~June 30, 2019.~~March 31, 2020 (in millions, unaudited). Loans are placed in nonaccrual status when a loan is more than 90 days in arrears or at any point when management believes the full collection of principal is doubtful.



Aging	Number of Loans	Principal Outstanding		Fair Value
Past Due - 90 Days +	1	$	82.0	$	77.9

Note 9—~~Mortgage~~ Loans Payable

At ~~June 30, 2019,~~March 31, 2020, the Account had outstanding ~~mortgage~~ loans payable secured by the following ~~properties~~assets (millions):


Property	Annual Interest Rate and Payment Frequency⁽²⁾	Principal Amounts Outstanding as of						Maturity	Annual Interest Rate and Payment Frequency⁽²⁾	Principal Amounts Outstanding as of					Maturity
Property	Annual Interest Rate and Payment Frequency⁽²⁾	June 30, 2019 (unaudited)			December 31, 2018			Maturity	Annual Interest Rate and Payment Frequency⁽²⁾	March 31, 2020			December 31, 2019		Maturity
Mass Court⁽¹⁾	2.88% paid monthly	89.2			90.2			September 1, 2019
										(Unaudited)
Red Canyon at Palomino Park⁽⁴⁾	5.34% paid monthly	27.1			27.1			August 1, 2020	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	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	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	5.17% paid monthly	44.6			44.6		August 1, 2020
The Knoll⁽¹⁾	3.98% paid monthly	16.7			16.9			December 5, 2020	3.98% paid monthly	16.2			16.4		December 5, 2020
Ascent at Windward	3.51% paid monthly	34.6			34.6			January 1, 2022	3.51% paid monthly	34.6			34.6		January 1, 2022
The Palatine⁽¹⁾	4.25% paid monthly	76.6			77.4			January 10, 2022	4.25% paid monthly	75.5			75.9		January 10, 2022
The Forum at Carlsbad⁽¹⁾	4.25% paid monthly	86.5			87.3			March 1, 2022	4.25% paid monthly	85.3			85.7		March 1, 2022
Fusion 1560	3.42% paid monthly	37.4			37.4			June 10, 2022	3.42% paid monthly	37.4			37.4		June 10, 2022
San Diego Office Portfolio⁽⁵⁾									3.62% paid monthly	49.0			48.2		August 15, 2022
The Colorado⁽¹⁾	3.69% paid monthly	89.0			89.9			November 1, 2022	3.69% paid monthly	87.7			88.1		November 1, 2022
The Legacy at Westwood⁽¹⁾	3.69% paid monthly	45.4			45.8			November 1, 2022	3.69% paid monthly	44.7			44.9		November 1, 2022
Regents Court⁽¹⁾	3.69% paid monthly	38.5			38.8			November 1, 2022	3.69% paid monthly	37.9			38.1		November 1, 2022
Fourth & Madison⁽¹⁾	3.75% paid monthly	196.4			198.2			June 1, 2023
Fourth & Madison	4.17% paid monthly	90.0			90.0			June 1, 2023
1001 Pennsylvania Avenue⁽¹⁾	3.70% paid monthly	323.9			327.0			June 1, 2023	3.70% paid monthly	319.1			320.7		June 1, 2023
Biltmore at Midtown	3.94% paid monthly	36.4			36.4			July 5, 2023	3.94% paid monthly	36.4			36.4		July 5, 2023
Cherry Knoll	3.78% paid monthly	35.3			35.3			July 5, 2023	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	3.94% paid monthly	35.1			35.1		July 5, 2023
Pacific City									2.00% + LIBOR paid monthly	105.0			—		October 1, 2023
Birkdale Village⁽¹⁾									4.30% paid monthly	78.3			—		April 1, 2024
1401 H Street, NW	3.65% paid monthly	115.0			115.0			November 5, 2024	3.65% paid monthly	115.0			115.0		November 5, 2024
The District on La Frontera⁽¹⁾	3.84% paid monthly	39.5			—			December 1, 2024
The District on La Frontera	4.96% paid monthly	4.4			—			December 1, 2024
The District at La Frontera⁽¹⁾									3.84% paid monthly	39.1			39.3		December 1, 2024
The District at La Frontera⁽¹⁾									4.96% paid monthly	4.3			4.4		December 1, 2024
Circa Green Lake	3.71% paid monthly	52.0			52.0			March 5, 2025	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	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	3.65% paid monthly	81.0			81.0		May 1, 2025
Township Apartments	3.65% paid monthly	49.0			49.0			May 1, 2025
Henley at Kingstowne									3.60% paid monthly	71.0			71.0		May 1, 2025
32 South State Street	4.48% paid monthly	24.0			24.0			June 6, 2025	4.48% paid monthly	24.0			24.0		June 6, 2025
Vista Station Office Portfolio⁽¹⁾	4.00% paid monthly	20.8			—			July 1, 2025	4.00% paid monthly	20.4			20.5		July 1, 2025
780 Third Avenue	3.55% paid monthly	150.0			150.0			August 1, 2025	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	3.55% paid monthly	20.0			20.0		August 1, 2025
Vista Station Office Portfolio⁽¹⁾	4.20% paid monthly	45.0			—			November 1, 2025	4.20% paid monthly	44.5			44.7		November 1, 2025
701 Brickell Avenue	3.66% paid monthly	184.0			184.0			April 1, 2026	3.66% paid monthly	184.0			184.0		April 1, 2026
55 Second Street⁽⁵⁾	3.74% paid monthly	137.5			137.5			October 1, 2026
Marketplace at Mill Creek									3.82% paid monthly	39.6			—		September 11, 2027
Overlook At King Of Prussia									3.82% paid monthly	40.8			—		September 11, 2027
Winslow Bay									3.82% paid monthly	25.8			—		September 11, 2027
1900 K Street, NW	3.93% paid monthly	163.0			163.0			April 1, 2028	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	3.90% paid monthly	277.0			277.0		March 1, 2030
Total Principal Outstanding		$	2,788.5		$	2,688.1				$	2,624.3		$	2,338.0
Fair Value Adjustment⁽³⁾		(13.8		)	(80.1		)			(18.7		)	27.0
Total Mortgage Loans Payable		$	2,774.7		$	2,608.0
Total Loans Payable										$	2,605.6		$	2,365.0


⁽¹⁾	The mortgage is adjusted monthly for principal payments.


⁽²⁾	~~Interest~~All interest rates are ~~fixed.~~fixed except for Pacific City, which has a variable interest rate based on a spread above the one month London Interbank Offered Rate, as published by ICE Benchmark Administration Limited. 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.


⁽⁵⁾	~~This mortgage~~The loan is ~~comprised of three individual loans, all with equal recourse, interest rate and maturity.~~collateralized by a mezzanine loan receivable. The ~~principal balances~~mezzanine loan receivable is collateralized by ~~loan are $79.0 million, $45.0 million and $13.5 million.~~the property reflected within the table above.

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”~~(each a “Lender”, and collectively the "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 months 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 the unused portion of the Line of Credit. For the ~~six~~three months ended ~~June 30, 2019, $0.5~~March 31, 2020, $0.8 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~~Offered 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~~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)(i) 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)(ii) the Federal Reserve Bank of New York (“NYFRB”) ~~Rate~~rate as provided by the NYFRB on the date of issuance plus 0.5%; or c)(iii) the Adjusted LIBOR ~~Rate~~rate plus 1.0%. The Account may prepay ABR Loans at any time during the life of the loan without penalty.

As of ~~June 30, 2019,~~March 31, 2020, the Account had ~~no loans~~$190.0 million outstanding on the Line of ~~Credit. The Account is~~Credit and was in compliance with all covenants required by the Line of Credit.

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.


	For the Six Months Ended June 30, 2019			Years Ended December 31,									For the Three Months Ended March 31, 2020			Years Ended December 31,
				2018			2017			2016						2019			2018			2017
	(Unaudited)												(Unaudited)
Per Accumulation Unit Data:
Rental income	$	8.898		$	17.757		$	17.132		$	16.433		$	5.054		$	18.165		$	17.757		$	17.132
Real estate property level expenses and taxes	4.314			8.548			7.722			7.534			2.422			8.734			8.548			7.722
Real estate income, net	4.584			9.209			9.410			8.899			2.632			9.431			9.209			9.410
Other income	3.409			6.162			4.762			3.594			1.724			6.752			6.162			4.762
Total income	7.993			15.371			14.172			12.493			4.356			16.183			15.371			14.172
Expense charges⁽¹⁾	1.730			3.161			3.318			3.290			0.894			3.439			3.161			3.318
Investment income, net	6.263			12.210			10.854			9.203			3.462			12.744			12.210			10.854
Net realized and unrealized gain on investments and mortgage loans payable	6.507			6.877			5.839			9.660
Net realized and unrealized gain on investments and loans payable													(2.992		)	10.262			6.877			5.839
Net increase in Accumulation Unit Value	12.770			19.087			16.693			18.863			0.470			23.006			19.087			16.693
Accumulation Unit Value:
Beginning of period	417.416			398.329			381.636			362.773			440.422			417.416			398.329			381.636
End of period	$	430.186		$	417.416		$	398.329		$	381.636		$	440.892		$	440.422		$	417.416		$	398.329
Total return⁽³⁾	3.06		%	4.79		%	4.37		%	5.20		%	0.11		%	5.51		%	4.79		%	4.37		%
Ratios to Average net assets⁽²⁾:
Expenses⁽¹⁾	0.81		%	0.76		%	0.83		%	0.86		%	0.78		%	0.78		%	0.76		%	0.83		%
Investment income, net	2.92		%	2.95		%	2.72		%	2.41		%	3.04		%	2.90		%	2.95		%	2.72		%
Portfolio turnover rate⁽³⁾:
Real estate properties⁽⁴⁾	0.1		%	11.8		%	2.7		%	1.3		%	5.7		%	7.8		%	11.8		%	2.7		%
Marketable securities⁽⁵⁾	15.3		%	5.1		%	5.7		%	3.5		%	74.0		%	28.7		%	5.1		%	5.7		%
Accumulation Units outstanding at end of period (millions)	60.9			60.7			61.3			62.4			57.8			60.8			60.7			61.3
Net assets end of period (millions)	$	26,732.6		$	25,842.6		$	24,942.6		$	24,304.7		$	26,015.1		$	27,307.9		$	25,842.6		$	24,942.6


⁽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⁾	Percentages for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 are annualized.


⁽³⁾	Percentages for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 are not annualized.

⁽⁴⁾

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 real estate joint ~~venture~~ventures and ~~limited partnership~~fund investments) by the average value of the portfolio of real estate investments held during the period.


⁽⁵⁾	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 (in millions):


	For the Six Months Ended June 30, 2019		For the Year Ended December 31, 2018		For the Three Months Ended March 31, 2020		For the Year Ended December 31, 2019
	(Unaudited)				(Unaudited)
Outstanding:
Beginning of period	60.7		61.3		60.8		60.7
Credited for premiums	3.1		6.5		1.6		6.2
Annuity, other periodic payments, withdrawals and death benefits	(2.9	)	(7.1	)	(4.6	)	(6.1	)
End of period	60.9		60.7		57.8		60.8

Note 13—Commitments and Contingencies

Commitments—As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Account had the following immediately callable commitments to purchase additional interests in its ~~limited partnership~~real estate funds or provide additional funding through its loans receivable investments:

June 30, 2019 December 31, 2018
(Unaudited)
Taconic New York City GP Fund $ 13.7
$ 26.0
LCS SHIP Venture I, LLC 47.4
75.0
$ 61.1
$ 101.0



		Commitment Expiration	March 31, 2020		December 31, 2019
			(Unaudited)
Real Estate Funds⁽¹⁾
	Taconic New York City GP Fund	11/2020	$	11.4	$	11.4
	LCS SHIP Venture I, LLC	12/2020	28.1		28.1
	Veritas Trophy VI, LLC⁽²⁾	08/2022	42.6		35.8
	SP V - II, LLC	09/2022	70.1		74.9
	Grubb Southeast Real Estate Fund VI, LLC	06/2021	86.6		86.6
	JCR Capital - REA Preferred Equity Parallel Fund	12/2022	97.8		100.0
	Townsend Strategic Ventures LP	03/2021	250.0		250.0
	Silverpeak NRE Fund Co, LLC	01/2021	100.0		—
	TREA Flagler Venture, LLC	08/2020	100.0		—
			786.6		586.8
Loans Receivable⁽³⁾
	311 South Wacker Mezzanine	06/2020	$	6.0	$	7.6
	Rosemont Towson Mezzanine	09/2022	1.2		1.2
	1330 Broadway Mezzanine	09/2022	14.0		14.0
	SCG Oakland Portfolio Mezzanine	03/2021	6.9		7.0
	BREP VIII Industrial Mezzanine	03/2026	14.1		14.1
	San Diego Office Portfolio Senior Loan	08/2022	9.2		10.0
	San Diego Office Portfolio Mezzanine	08/2022	3.1		3.3
	MRA Hub 34 Holding, LLC	09/2022	1.5		1.5
	Liberty Park Mezzanine	11/2023	5.0		5.0
	Colony New England Hotel Portfolio Senior Loan	11/2022	14.1		14.1
	Colony New England Hotel Portfolio Mezzanine	11/2022	4.7		4.7
	Exo Apartments Senior Loan	06/2020	7.1		7.1
	Exo Apartments Mezzanine	06/2020	2.4		2.4
	Five Oak Senior Loan	03/2023	7.3		—
	Five Oak Mezzanine	03/2023	2.4		—
			99.0		92.0

	TOTAL COMMITMENTS		$	885.6	$	678.8

Taconic New York City GP Fund—The general partner can call capital during the commitment period at any time. The commitment period is the fifth anniversary from closing (November 2020). The commitment period may be closed earlier at the joint election of TIAA and the general partner if 90% of the commitment has been satisfied.

~~LCS SHIP Venture I, LLC—The general partner can call capital at any time during the commitment period, which is~~ ~~one year~~ ~~from closing (June 2019).~~


⁽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.

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

REAL ESTATE PROPERTIES—~~55.8%~~62.4% and ~~54.5%~~53.0%


Location/Description	Type	Fair Value at						Type	Fair Value at
Location/Description	Type	June 30, 2019			December 31, 2018			Type	March 31, 2020			December 31, 2019
		(Unaudited)							(Unaudited)
Alabama:
River Ridge								Retail	$	32.1	⁽⁹⁾	$	—
Riverchase Village	Retail	$	40.2		$	40.0		Retail	40.9			40.3
Arizona:
Camelback Center	Office	48.9			63.4			Office	49.5			49.0
Riverside 202 Industrial								Industrial	29.7			29.6
California:
55 Second Street	Office	408.8		⁽¹⁾	368.2		⁽¹⁾
88 Kearny Street	Office	196.7			189.1			Office	221.6			221.0
101 Pacific Coast Highway								Office	96.4			96.1
200 Middlefield Road	Office	70.6			61.8			Office	68.0			68.0
12910 Mulberry Drive Industrial	Industrial	22.6			21.7
30700 Russell Ranch	Office	39.0			34.6			Office	38.4			39.0
Allure at Camarillo	Apartments	62.8			61.8			Apartments	64.5			63.9
Almond Avenue								Land	10.3			9.5
BLVD63	Apartments	165.0			164.0			Apartments	158.0			158.0
Bridgepointe Shopping Center	Retail	127.0			125.0			Retail	130.6			129.0
Centre Pointe and Valley View	Industrial	52.3			51.2			Industrial	61.2			60.7
Cerritos Industrial Park	Industrial	155.1			153.1			Industrial	165.3			164.0
Charleston Plaza	Retail	101.0			100.0			Retail	102.0			100.0
Creekside at Alta Loma								Apartments	85.2			85.2
Frontera Industrial Business Park	Industrial	83.9			74.0			Industrial	92.9			90.0
Great West Industrial Portfolio	Industrial	186.0			178.5			Industrial	206.4			203.0
Holly Street Village	Apartments	153.5		⁽¹⁾	152.1		⁽¹⁾	Apartments	159.0		⁽¹⁾	158.1		⁽¹⁾
Larkspur Courts	Apartments	147.3			146.0			Apartments	154.0			155.0
Northern CA RA Industrial Portfolio	Industrial	102.0			93.3			Industrial	111.6			111.9
Oakmont IE West Portfolio	Industrial	109.2			103.5			Industrial	113.3			109.2
Oceano at Warner Center	Apartments	93.7			89.3			Apartments	94.5			94.4
Ontario Industrial Portfolio	Industrial	477.1			421.8			Industrial	508.3			506.9
Ontario Mills Industrial Portfolio	Industrial	62.7			61.8			Industrial	69.8			65.4
Otay Mesa Industrial Portfolio	Industrial	31.5			29.4			Industrial	34.4			33.7
Pacific City								Retail	181.0		^(1)(10)	—
Pacific Plaza	Office	110.8			116.5			Office	113.3			112.7
Rancho Cucamonga Industrial Portfolio	Industrial	80.6			76.2			Industrial	89.4			88.3
Rancho Del Mar	Apartments	94.2			92.5			Apartments	94.8			94.7
Regents Court	Apartments	104.0		⁽¹⁾	104.0		⁽¹⁾	Apartments	108.0		⁽¹⁾	105.0		⁽¹⁾
Southern CA RA Industrial Portfolio	Industrial	145.0			143.4			Industrial	157.7			151.8
Stella	Apartments	183.5			183.7			Apartments	176.2			175.1
Stevenson Point	Industrial	63.3			61.3			Industrial	74.4			66.6
Terra House								Apartments	146.0			146.0
The Forum at Carlsbad	Retail	224.0		⁽¹⁾	225.0		⁽¹⁾	Retail	224.0		⁽¹⁾	224.0		⁽¹⁾
The Legacy at Westwood	Apartments	149.1		⁽¹⁾	144.0		⁽¹⁾	Apartments	149.0		⁽¹⁾	149.1		⁽¹⁾
Township Apartments	Apartments	90.5		⁽¹⁾	90.5		⁽¹⁾
West Lake North Business Park	Office	63.2			62.6			Office	63.0			62.3
Westcreek	Apartments	56.3			55.0			Apartments	56.2			57.1
Westwood Marketplace	Retail	142.0			142.0			Retail	150.0			150.0
Wilshire Rodeo Plaza	Office	330.0			312.4			Office	335.4			336.4
Colorado:
1600 Broadway	Office	112.0			—			Office	120.0			116.0
Palomino Park	Apartments	356.0		⁽¹⁾	348.0		⁽¹⁾	Apartments	358.0		⁽¹⁾	361.0		⁽¹⁾
South Denver Marketplace	Retail	71.1			72.7
Connecticut:
Wilton Woods Corporate Campus	Office	116.3			121.0

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)


Location/Description	Type	Fair Value at						Type	Fair Value at
Location/Description	Type	June 30, 2019			December 31, 2018			Type	March 31, 2020			December 31, 2019
		(Unaudited)							(Unaudited)
South Denver Marketplace								Retail	$	72.4		$	71.2
Connecticut:
Wilton Woods Corporate Campus								Office	106.0			112.1
Florida:
5 West	Apartments	$	62.2		$	62.2		Apartments	62.5			62.3
701 Brickell Avenue	Office	409.9		⁽¹⁾	394.3		⁽¹⁾	Office	427.1		⁽¹⁾	406.6		⁽¹⁾
Boca Arbor Club								Apartments	63.3			62.9
Broward Industrial Portfolio	Industrial	65.1			59.1			Industrial	68.4			67.7
Casa Palma	Apartments	102.0			102.0			Apartments	101.0			102.0
Cypress Trace								Retail	34.8		⁽⁹⁾	—
Fusion 1560	Apartments	82.3		⁽¹⁾	82.0		⁽¹⁾	Apartments	81.3		⁽¹⁾	84.1		⁽¹⁾
Lakepointe at Jacaranda								Apartments	49.4			48.8
Lofts at SoDo	Apartments	64.3		⁽¹⁾	66.7		⁽¹⁾	Apartments	65.3		⁽¹⁾	64.7		⁽¹⁾
Market Square								Retail	20.9		⁽⁹⁾	—
Orion on Orpington	Apartments	50.5			49.2			Apartments	52.5			52.4
Publix at Weston Commons	Retail	74.5			74.6			Retail	73.6			74.5
Seneca Industrial Park	Industrial	123.1			117.5			Industrial	128.3			126.7
Shoppes at Lake Mary								Retail	20.4		⁽⁹⁾	—
Sole at Brandon	Apartments	77.9			—			Apartments	79.0			79.0
South Florida Apartment Portfolio	Apartments	109.3			108.7
Sole at City Center								Apartments	104.0			—
The Manor Apartments	Apartments	51.5			52.9			Apartments	51.5			51.5
The Manor at Flagler Village	Apartments	138.0			137.1			Apartments	138.0			138.1
The Residences at the Village of Merrick Park	Apartments	70.3			72.7			Apartments	70.7			72.3
Weston Business Center	Industrial	101.5			97.8			Industrial	75.1			75.0
Georgia:
Ascent at Windward	Apartments	68.0		⁽¹⁾	68.4		⁽¹⁾	Apartments	69.5		⁽¹⁾	68.4		⁽¹⁾
Atlanta Industrial Portfolio	Industrial	40.1			35.5			Industrial	41.2			41.0
Biltmore at Midtown	Apartments	73.5		⁽¹⁾	70.4		⁽¹⁾	Apartments	73.5		⁽¹⁾	73.5		⁽¹⁾
Eisenhower Crossing								Retail	15.9		⁽⁹⁾	—
Fayette Pavilion								Retail	107.7		⁽⁹⁾	—
Glen Lake	Apartments	54.8			—			Apartments	57.0			55.3
Heritage Pavilion								Retail	41.5		⁽⁹⁾	—
Marketplace at Mill Creek								Retail	78.5		⁽¹⁾⁽⁹⁾	—
Newnan Pavilion								Retail	42.0		⁽⁹⁾	—
Shawnee Ridge Industrial Portfolio	Industrial	98.7			89.2			Industrial	100.7			99.9
Woodstock Square								Retail	33.5		⁽⁹⁾	—
Illinois:
32 South State Street	Retail	50.5		⁽¹⁾	50.4		⁽¹⁾	Retail	50.4		⁽¹⁾	51.4		⁽¹⁾
803 Corday	Apartments	93.6			94.2			Apartments	94.3			93.8
Chicago Caleast Industrial Portfolio	Industrial	85.5			82.8			Industrial	86.4			85.6
Chicago Industrial Portfolio	Industrial	30.1			28.7			Industrial	32.5			30.1
Village Crossing								Retail	153.4		⁽⁹⁾	—
Maryland:
Cherry Knoll	Apartments	59.9		⁽¹⁾	59.2		⁽¹⁾	Apartments	59.8		⁽¹⁾	60.1		⁽¹⁾
Landover Logistics Center	Industrial	43.9			44.3			Industrial	47.5			44.7
The Shops at Wisconsin Place	Retail	69.3			76.9			Retail	71.6			65.6
Massachusetts:
99 High Street	Office	513.0		⁽¹⁾	506.4		⁽¹⁾	Office	563.3		⁽¹⁾	543.7		⁽¹⁾
Fort Point Creative Exchange Portfolio	Office	269.9			247.1
Northeast RA Industrial Portfolio	Industrial	42.7			42.0
One Beeman Road	Industrial	34.2			34.0
Minnesota:
The Bridges	Apartments	65.9			64.9
The Knoll	Apartments	36.7		⁽¹⁾	36.1		⁽¹⁾
New Jersey:
10 New Maple Avenue	Industrial	19.6			18.0
200 Milik Street	Industrial	55.0			54.0
Marketfair	Retail	104.0			104.3
South River Road Industrial	Industrial	107.2			102.5
New York:
21 Penn Plaza	Office	331.8			317.8
250 North 10th Street	Apartments	149.0			151.0
425 Park Avenue	Ground Lease	466.0			461.0

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description Type Fair Value at
June 30, 2019 December 31, 2018
(Unaudited)
780 Third Avenue Office $ 405.0
⁽¹⁾
$ 418.7
⁽¹⁾
837 Washington Street Office 225.0

222.0

The Colorado Apartments 255.0
⁽¹⁾
254.9
⁽¹⁾
North Carolina:
Centric Gateway Apartments 73.5

70.0

Oregon:
The Cordelia Apartments 42.2

41.7

Pennsylvania:
1619 Walnut Street Retail 23.2

24.1

South Carolina:
Greene Crossing Apartments 75.8

75.1

Tennessee:
Southside at McEwen Retail 49.0

48.6

Texas:
3131 McKinney Office 46.7

49.7

Beltway North Commerce Center Industrial 30.0

26.3

Carrington Park Apartments 64.5

65.1

Churchill on the Park Apartments 73.2

71.3

Cliffs at Barton Creek Apartments 45.6

46.7

Dallas Industrial Portfolio Industrial 231.7

222.3

District on La Frontera Apartments 75.6
⁽¹⁾
—

Houston Apartment Portfolio Apartments 164.2

164.4

Lincoln Centre Office 389.5

372.6

Northwest Houston Industrial Portfolio Industrial 74.7

75.6

Park 10 Distribution Industrial 10.2

10.0

Pinnacle Industrial Portfolio Industrial 64.8

51.2

Pinto Business Park Industrial 146.2

144.9

The Maroneal Apartments 55.6

56.1

Utah:
Vista Station Office Portfolio Office 111.9
⁽¹⁾
—

Virginia:
8270 Greensboro Drive Office 49.9

47.5

Ashford Meadows Apartments Apartments 105.1
⁽¹⁾
107.1
⁽¹⁾
Plaza America Retail 114.0

116.3

The Ellipse at Ballston Office 84.6

82.4

The Palatine Apartments 124.0
⁽¹⁾
122.0
⁽¹⁾
Washington:
Circa Green Lake Apartments 102.1
⁽¹⁾
98.2
⁽¹⁾
Fourth and Madison Office 605.0
⁽¹⁾
580.0
⁽¹⁾
Northwest RA Industrial Portfolio Industrial 47.4

43.0

Pacific Corporate Park Industrial 59.5

52.8

Prescott Wallingford Apartments Apartments 68.1

66.5

Rainier Corporate Park Industrial 152.6

141.6

Regal Logistics Campus Industrial 116.1

109.1

Union - South Lake Union Apartments 114.0
⁽¹⁾
114.0
⁽¹⁾
Washington D.C.:
1001 Pennsylvania Avenue Office 787.5
⁽¹⁾
782.8
⁽¹⁾
1401 H Street, NW Office 218.0
⁽¹⁾
209.5
⁽¹⁾



Location/Description	Type	Fair Value at
Location/Description	Type	March 31, 2020			December 31, 2019
		(Unaudited)
350 Washington	Retail	$	134.0		$	134.0
Fort Point Creative Exchange Portfolio	Office	276.2			275.0
Northeast RA Industrial Portfolio	Industrial	43.4			43.5
One Beeman Road	Industrial	34.7			34.6
Minnesota:
The Bridges	Apartments	68.0			67.2
The Knoll	Apartments	39.3		⁽¹⁾	37.3		⁽¹⁾
New Jersey:
10 New Maple Avenue	Industrial	22.3			21.9
200 Milik Street	Industrial	57.2			56.4
Marketfair	Retail	107.1			106.2
South River Road Industrial	Industrial	133.2			133.5
New York:
21 Penn Plaza	Office	333.4			334.9
250 North 10th Street	Apartments	—			138.1
780 Third Avenue	Office	393.5		⁽¹⁾	389.1		⁽¹⁾
837 Washington Street	Office	232.0			232.0
The Colorado	Apartments	258.0		⁽¹⁾	259.0		⁽¹⁾
North Carolina:
Alexander Place	Retail	42.0		⁽⁹⁾	—
Birkdale Village	Retail	120.0		⁽¹⁾⁽⁹⁾	—
Birkdale Village - Residential	Apartments	75.0		⁽⁹⁾	—
Centric Gateway	Apartments	75.2			75.0
Winslow Bay Commons	Retail	50.0		⁽⁹⁾	—
Oregon:
The Cordelia	Apartments	43.2			43.2
Pennsylvania:
1619 Walnut Street	Retail	23.5			23.0
Overlook at King of Prussia	Retail	64.0		⁽¹⁾⁽⁹⁾	—
Rhode Island:
Warwick Shopping Center	Retail	19.7		⁽⁹⁾	—
South Carolina:
Columbiana Station	Retail	50.4		⁽⁹⁾	—
Greene Crossing	Apartments	79.7			79.7
Tennessee:
Bellevue Place	Retail	8.8		⁽⁹⁾	—
Pavilion at Turkey Creek	Retail	53.4		⁽⁹⁾	—
Southside at McEwen	Retail	49.5			49.2
Town and Country	Retail	34.4		⁽⁹⁾	—
Texas:
3131 McKinney	Office	45.8			46.4
Beltway North Commerce Center	Industrial	—			30.2
Carrington Park	Apartments	67.3			67.3
Churchill on the Park	Apartments	73.1			73.0
Cliffs at Barton Creek	Apartments	47.5			47.2
Dallas Industrial Portfolio	Industrial	240.8			237.9
District on La Frontera	Apartments	77.2		⁽¹⁾	76.6		⁽¹⁾
Houston Apartment Portfolio	Apartments	162.4			162.3

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)


Location/Description	Type	Fair Value at						Type	Fair Value at
Location/Description	Type	June 30, 2019			December 31, 2018			Type	March 31, 2020			December 31, 2019
		(Unaudited)							(Unaudited)
Lincoln Centre								Office	$	421.4		$	413.2
Lincoln Centre - Hilton Dallas								Hotel	70.2			76.5
Northwest Houston Industrial Portfolio								Industrial	76.2			77.2
Park 10 Distribution								Industrial	11.5			11.1
Park Creek Apartments								Apartments	42.2			—
Pinnacle Industrial Portfolio								Industrial	67.9			66.7
Pinto Business Park								Industrial	154.0			154.1
The Maroneal								Apartments	56.3			56.4
Utah:
Vista Station Office Portfolio								Office	119.9		⁽¹⁾	115.4		⁽¹⁾
Virginia:
8270 Greensboro Drive								Office	48.6			49.6
Ashford Meadows Apartments								Apartments	105.1		⁽¹⁾	105.3		⁽¹⁾
Creeks at Virginia Center								Retail	49.2		⁽⁹⁾	—
Henley at Kingstowne								Apartments	103.0		⁽¹⁾	103.0		⁽¹⁾
Plaza America								Retail	114.7			113.3
The Ellipse at Ballston								Office	83.5			82.2
The Palatine								Apartments	127.1		⁽¹⁾	128.0		⁽¹⁾
Washington:
Circa Green Lake								Apartments	100.0		⁽¹⁾	102.0		⁽¹⁾
Northwest RA Industrial Portfolio								Industrial	49.6			49.7
Pacific Corporate Park								Industrial	65.0			62.5
Prescott Wallingford Apartments								Apartments	70.0			70.6
Rainier Corporate Park								Industrial	164.0			161.3
Regal Logistics Campus								Industrial	131.0			121.0
Union - South Lake Union								Apartments	115.0		⁽¹⁾	115.0		⁽¹⁾
Washington D.C.:
1001 Pennsylvania Avenue								Office	787.4		⁽¹⁾	798.4		⁽¹⁾
1401 H Street, NW								Office	216.6		⁽¹⁾	211.4		⁽¹⁾
1900 K Street, NW	Office	$	340.1	⁽¹⁾	$	342.1	⁽¹⁾	Office	333.2		⁽¹⁾	335.4		⁽¹⁾
Mass Court	Apartments	166.2		⁽¹⁾	166.1		⁽¹⁾	Apartments	172.0			169.0
The Ashton	Apartments	30.7			30.5			Apartments	30.2			30.6
The Louis at 14th	Apartments	157.0			162.0			Apartments	162.8			164.2
The Woodley	Apartments	189.0			196.0			Apartments	—			180.3
Various:
Colony Industrial Portfolio	Industrial	133.8		⁽³⁾	—			Industrial	139.3		⁽³⁾	135.9		⁽³⁾
TOTAL REAL ESTATE PROPERTIES
(Cost $13,384.4 and $12,687.8)		$	16,471.9		$	15,531.1
(Cost $14,098.9 and $13,048.5)									$	17,082.1		$	15,835.0

REAL ESTATE JOINT VENTURES AND ~~LIMITED PARTNERSHIPS—23.4%~~FUNDS—24.1% and ~~22.9%~~25.1%

REAL ESTATE JOINT VENTURES—~~22.7%~~22.8% and ~~22.3%~~24.1%

Location/Description Type Fair Value at
June 30, 2019 December 31, 2018
(Unaudited)
California:
CA—Colorado Center LP
Colorado Center (50% Account Interest)
Office $ 379.4
⁽²⁾
$ 376.2
⁽²⁾
PC Borrower, LLC
Pacific City (70% Account Interest)
Retail 60.5
⁽²⁾
59.5
⁽²⁾
TREA 9625 Towne Center, LLC
9625 Towne Centre Drive (49.9% Account Interest) Land 51.6

45.5

TREA Campus Pointe 1, LLC
Campus Pointe 1 (45% Account Interest) Office 157.3

153.7

TREA Campus Pointe 2 & 3, LLC
Campus Pointe 2 & 3 (45% Account Interest)
Office ⁽⁵⁾
139.8

132.8

TREA Campus Pointe 4, LLC
Campus Pointe 4 (45% Account Interest) Office 9.6

9.2

T-C 1500 Owens, LLC
1500 Owens Street (49.9% Account Interest)
Office 80.4

78.8

T-C Foundry Square II Venture LLC
Foundry Square II (50.1% Account Interest)
Office 307.1

290.1

T-C Illinois Street, LLC
409-499 Illinois Street (40% Account Interest)
Office 230.6

223.9

Valencia Town Center Associates LP
Valencia Town Center (50% Account Interest)
Retail 135.8
⁽²⁾
140.5
⁽²⁾
Florida:
Florida Mall Associates, Ltd
The Florida Mall (50% Account Interest)
Retail 769.8
⁽²⁾
769.7
⁽²⁾
TREA Florida Retail, LLC
Florida Retail Portfolio (80% Account Interest)
Retail 156.0

156.0

West Dade County Associates
Miami International Mall (50% Account Interest)
Retail 167.9
⁽²⁾
170.3
⁽²⁾
Indiana:
THP Park on Morton, LLC
Park on Morton (97% Account Interest)
Apartments 29.6
⁽²⁾
29.5
⁽²⁾
Maryland:
WP Project Developer
The Shops at Wisconsin Place (33.33% Account Interest)
Retail 24.6

20.4

Location/Description

Type

Fair Value at

March 31, 2020

December 31, 2019

(Unaudited)

California:

CA—Colorado Center LP

Colorado Center (50% Account Interest)

Office

391.6

⁽²⁾

384.5

⁽²⁾

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description Type Fair Value at
June 30, 2019 December 31, 2018
(Unaudited)
Massachusetts:
One Boston Place REIT
One Boston Place (50.25% Account Interest)
Office $ 243.4

$ 239.1

T-C 225 Binney, LLC
225 Binney Street (70% Account Interest)
Office 225.2

220.2

T-C 501 Boylston Street Member, LLC
501 Boylston (50.1% Account Interest)
Office 204.2
⁽²⁾
195.6
⁽²⁾
Nevada:
Fashion Show Holding I, LLC
Fashion Show (50% Account Interest)
Retail 796.0
⁽²⁾
819.1
⁽²⁾
New York:
401 West 14th Street, LLC
401 West 14th Street (42.19% Account Interest)
Retail 46.1
⁽²⁾
48.4
⁽²⁾
440 Ninth Avenue Owner, LLC
440 Ninth Avenue (88.52% Account Interest)
Office 123.5
⁽²⁾
121.4
⁽²⁾
817 Broadway Owner, LLC
817 Broadway (61.46% Account Interest)
Office 40.0
⁽²⁾
28.0
⁽²⁾
MRA Hub 34 Holding, LLC
The Hub (95% Account Interest)
Office 79.8
⁽²⁾
59.2
⁽²⁾
RGM 42, LLC
MiMA (70% Account Interest)
Apartments 119.9
⁽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 N. Tryon Street (85% Account Interest) Office 44.7
⁽²⁾
—

THP 1505 Hillsborough Street, LLC
The Theory (97% Account Interest)
Apartments 32.8
⁽²⁾
—

Tennessee:
West Town Mall, LLC
West Town Mall (50% Account Interest)
Retail 148.5
⁽²⁾
154.3
⁽²⁾
Texas:
Four Oaks Venture LP
Four Oaks Place LP (51% Account Interest)
Office 347.6
⁽²⁾
344.6
⁽²⁾
THP Cabana Beach San Marcos, LLC
Cabana Beach San Marcos (97% Account Interest)
Apartments 23.8
⁽²⁾
23.0
⁽²⁾
THP The Forum at Sam Houston, LLC
The Forum - Sam Houston (97% Account Interest)
Apartments 18.8
⁽²⁾
17.6
⁽²⁾
THP West Campus, LLC
Aspen Heights (97% Account Interest)
Apartments 45.5
⁽²⁾
42.3
⁽²⁾
TREA I-35 Logistics Investor Member, LLC I-35 Logistics Center (95% Account Interest) Land 6.1

—

Various:
DDRTC Core Retail Fund, LLC
SITE Centers Joint Venture (85% Account Interest)
Retail 831.7
^(2,3)
655.8
^(2,3)
Simpson Housing LLP
Simpson Housing Portfolio (80% Account Interest)
Apartments 404.4
^(2,3)
400.1
^(2,3)
Storage Portfolio I, LLC
Storage Portfolio I (66.02% Account Interest)
Storage 94.6
^(2,3)
92.4
^(2,3)
Storage Portfolio II, LLC
Storage Portfolio II (90% Account Interest)
Storage 126.1
^(2,3)
120.4
^(2,3)

Location/Description

Type

Fair Value at

March 31, 2020

December 31, 2019

(Unaudited)

PC Borrower, LLC

Pacific City (70% Account Interest)

Retail

—

⁽¹⁰⁾

62.2

⁽²⁾

TREA GM Industrial Road Investor Member LLC

150 Industrial Road (98% Account Interest)

Office

99.8

98.0

TREA 9625 Towne Center, LLC
9625 Towne Centre Drive (49.9% Account Interest)

Office

54.7

53.1

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

Office

165.8

163.5

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

Office ⁽⁵⁾

144.9

143.6

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

Office

10.0

9.6

TREA Campus Pointe 5, LLC
Campus Pointe 5 (45% Account Interest)

Office

39.5

37.4

ARE-SD Regions NO. 58, LLC
Campus Pointe 6 (45% Account Interest)

Office

122.5

116.6

T-C 1500 Owens, LLC

1500 Owens Street (49.9% Account Interest)

Office

83.4

81.5

T-C Foundry Square II Venture LLC

Foundry Square II (50.1% Account Interest)

Office

323.2

318.4

T-C Illinois Street, LLC

409-499 Illinois Street (40% Account Interest)

Office

243.9

237.5

Valencia Town Center Associates LP

Valencia Town Center (50% Account Interest)

Retail

130.8

⁽²⁾

136.4

⁽²⁾

Florida:

Florida Mall Associates, Ltd

The Florida Mall (50% Account Interest)

Retail

748.3

⁽²⁾

748.3

⁽²⁾

TREA Florida Retail, LLC

Florida Retail Portfolio (80% Account Interest)

Retail

156.3

158.4

West Dade County Associates

Miami International Mall (50% Account Interest)

Retail

133.6

⁽²⁾

157.5

⁽²⁾

Maryland:

WP Project Developer

The Shops at Wisconsin Place (33.33% Account Interest)

Retail

24.0

29.9

Massachusetts:

One Boston Place REIT

One Boston Place (50.25% Account Interest)

Office

251.3

246.8

T-C 225 Binney, LLC

225 Binney Street (70% Account Interest)

Office

231.5

T-C 501 Boylston Street Member, LLC

501 Boylston (50.1% Account Interest)

Office

215.1

⁽²⁾

206.9

⁽²⁾

Nevada:

Fashion Show Holding I, LLC

Fashion Show (50% Account Interest)

Retail

600.4

⁽²⁾

706.9

⁽²⁾

New York:

401 West 14th Street, LLC

401 West 14th Street (42.19% Account Interest)

Retail

38.6

⁽²⁾

44.8

⁽²⁾

440 Ninth Avenue Owner, LLC

440 Ninth Avenue (88.52% Account Interest)

Office

137.9

⁽²⁾

133.1

⁽²⁾

817 Broadway Owner, LLC

817 Broadway (61.46% Account Interest)

Office

35.9

⁽²⁾

33.7

⁽²⁾

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description Type Fair Value at
June 30, 2019 December 31, 2018
(Unaudited)
Storage Portfolio III, LLC
Storage Portfolio III (90% Account Interest)
Storage $ 17.6
⁽³⁾
$ —

TOTAL REAL ESTATE JOINT VENTURES
(Cost $5,397.0 and $5,030.9)
$ 6,720.3
$ 6,356.6

LIMITED PARTNERSHIPS—0.7% and 0.6%
Clarion Gables Multi-Family Trust LP (0.00% Account Interest) $ —
$ 30.1

LCS SHIP Venture I, LLC (90% Account Interest) 171.2
129.7

Taconic New York City GP Fund, LP (60% Account Interest) 27.7
15.7

Transwestern Mezz Realty Partners III, LLC (11.715% Account Interest) —
0.4

TOTAL LIMITED PARTNERSHIPS
(Cost $191.7 and $176.9)
$ 198.9
$ 175.9

TOTAL REAL ESTATE JOINT VENTURES AND LIMITED PARTNERSHIPS
(Cost $5,588.7 and $5,207.8)
$ 6,919.2
$ 6,532.5



Location/Description	Type	Fair Value at
Location/Description	Type	March 31, 2020			December 31, 2019
		(Unaudited)
MRA Hub 34 Holding, LLC The Hub (95% Account Interest)	Office	$	75.8	⁽²⁾	$	74.8	⁽²⁾
RGM 42, LLC MiMA (70% Account Interest)	Apartments	106.6		⁽²⁾	113.0		⁽²⁾
North Carolina:
CC 101 North Tryon, LLC 101 N. Tryon Street (85% Account Interest)	Office	48.2		⁽²⁾	47.9		⁽²⁾
Tennessee:
West Town Mall, LLC West Town Mall (50% Account Interest)	Retail	144.6		⁽²⁾	144.0		⁽²⁾
Texas:
Four Oaks Venture LP Four Oaks Place LP (51% Account Interest)	Office	342.6		⁽²⁾	352.8		⁽²⁾
TREA I-35 Logistics Investor Member, LLC I-35 Logistics Center (95% Account Interest)	Land	10.1			6.9
Washington:
TREA 4th and Madison Investor Member, LLC Fourth and Madison (51% Account Interest)	Office	171.7		⁽²⁾	167.3		⁽²⁾
Various:
DDRTC Core Retail Fund, LLC SITE Centers Joint Venture (85% Account Interest)	Retail	12.4		⁽⁹⁾	878.0		^(2,3)
Simpson Housing LLP Simpson Housing Portfolio (80% Account Interest)	Apartments	454.4		^(2,3)	431.2		^(2,3)
THP Student Housing, LLC THP Student Housing Portfolio (97% Account Interest)	Apartments	193.2		^(2,3)	186.8		^(2,3)
Storage Portfolio I, LLC Storage Portfolio I (66.02% Account Interest)	Storage	99.6		^(2,3)	93.6		^(2,3)
Storage Portfolio II, LLC Storage Portfolio II (90% Account Interest)	Storage	141.3		^(2,3)	130.5		^(2,3)
Storage Portfolio III, LLC Storage Portfolio III (90% Account Interest)	Storage	53.9		⁽³⁾	37.3		⁽³⁾
TOTAL REAL ESTATE JOINT VENTURES (Cost $4,728.6 and $5,971.1)		$	6,237.4		$	7,204.2

REAL ESTATE FUNDS—1.3% and 1.0%
LCS SHIP Venture I, LLC (90.0% Account Interest)		$	212.8		$	216.1
SP V - II, LLC (79.2% Account Interest)		28.2			23.3
Taconic New York City GP Fund, LP (60.0% Account Interest)		29.8			29.8
Veritas - Trophy VI, LLC (92.1% Account Interest)		42.7			4.2
IDR - Core Property Index Fund, LLC (2.0% Account Interest)		25.0			25.0
Grubb Southeast Real Estate Fund VI, LLC (66.7% Account Interest)		13.4			13.4
JCR Capital (49.2% Account Interest)		2.2			—
TOTAL REAL ESTATE FUNDS (Cost $313.4 and $273.3)		$	354.1		$	311.8
TOTAL REAL ESTATE JOINT VENTURES AND FUNDS (Cost $5,042.0 and $6,244.4)		$	6,591.5		$	7,516.0

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

MARKETABLE SECURITIES—~~17.1%~~7.5% and ~~19.4%~~16.7%

REAL ESTATE-RELATED MARKETABLE SECURITIES—~~2.9%~~2.6% and ~~5.0%~~2.8%

Shares Issuer Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
29,461
110,762
Acadia Realty Trust $ 0.8

$ 2.6

77,709
46,535
Agree Realty Corporation 5.0

2.8

24,975
94,479
Alexander & Baldwin, Inc. 0.6

1.7

778
2,986
Alexander's, Inc. 0.3

0.9

121,725
146,953
Alexandria Real Estate Equities, Inc. 17.2

16.9

16,910
52,670
American Assets Trust, Inc. 0.8

2.1

49,511
188,889
American Campus Communities, Inc. 2.3

7.8

38,524
75,276
American Financial Trust, Inc. 0.4
⁽⁷⁾
1.0
⁽⁷⁾
452,393
357,614
American Homes 4 Rent 11.0

7.1

274,932
606,653
American Tower Corp. 56.2

96.0

206,249
118,616
Americold Realty Trust 6.7

3.0

53,513
213,704
Apartment Investment and Management Company 2.7

9.4

76,058
301,399
Apple Hospitality Inc. 1.2

4.3

18,763
69,576
Armada Hoffler Properties Inc. 0.3

1.0

31,828
108,956
Ashford Hospitality Trust, Inc. 0.1

0.4

101,662
190,742
Avalonbay Communities, Inc. 20.7

33.2

7,650
30,596
Bluerock Residential Growth, Inc. 0.1

0.3

180,088
213,492
Boston Properties, Inc. 23.2

24.0

10,697
39,766
Braemar Hotels & Resorts, Inc. 0.1

0.4

63,110
243,776
Brandywine Realty Trust 0.9

3.1

107,502
418,058
Brixmore Property Group Inc 1.9

6.1

34,123
173,572
Brookfield Property REIT 0.6

2.8

4,195
12,485
BRT Apartments Corporation 0.1

0.1

115,086
123,044
Camden Property Trust 12.0

10.8

34,405
115,194
CareTrust REIT Inc. 0.8

2.1

17,959
64,018
Catchmark Timber Trust, Inc. 0.2

0.5

61,079
239,329
CBL & Associates Properties, Inc. 0.1
⁽⁷⁾
0.5

32,346
112,105
Cedar Shopping Centers, Inc. 0.1

0.4



Shares		Issuer	Fair Value at
Shares			March 31, 2020			December 31, 2019
2020	2019		March 31, 2020			December 31, 2019
			(Unaudited)
33,051	25,333	Acadia Realty Trust	$	0.4		$	0.7
88,392	77,213	Agree Realty Corporation	5.5			5.4
26,366	20,424	Alexander & Baldwin, Inc.	0.3			0.4
919	635	Alexander's, Inc.	0.3			0.2
128,406	114,902	Alexandria Real Estate Equities, Inc.	17.6			18.6
18,539	14,387	American Assets Trust, Inc.	0.5			0.7
53,740	40,898	American Campus Communities, Inc.	1.5			1.9
41,166	31,822	American Financial Trust, Inc.	0.3			0.4		⁽⁷⁾
265,201	241,918	American Homes 4 Rent	6.2			6.3
339,068	298,037	American Tower Corp.	73.8			68.5
264,879	247,312	Americold Realty Trust	9.0			8.7
57,574	44,204	Apartment Investment and Management Company	2.0			2.3
81,095	62,827	Apple Hospitality Inc.	0.7			1.0
22,044	15,666	Armada Hoffler Properties Inc.	0.2			0.3
—	26,793	Ashford Hospitality Trust, Inc.	—			0.1
119,484	106,486	Avalonbay Communities, Inc.	17.6			22.3
14,403	7,650	Bluerock Residential Growth, Inc.	0.1			0.1
120,292	106,065	Boston Properties, Inc.	11.1			14.6
—	8,938	Braemar Hotels & Resorts, Inc.	—			0.1
66,738	52,132	Brandywine Realty Trust	0.7			0.8
114,234	88,801	Brixmore Property Group Inc	1.1			1.9
25,497	19,539	Brookfield Property REIT	0.2		⁽⁷⁾	0.4
6,389	—	BRT Apartments Corp.	0.1			—
36,377	27,796	Camden Property Trust	2.9			2.9
36,764	28,420	CareTrust REIT Inc.	0.5			0.6
19,068	14,592	Catchmark Timber Trust, Inc.	0.1			0.2
—	50,454	CBL & Associates Properties, Inc.	—			0.1		⁽⁷⁾
54,621	25,522	Cedar Shopping Centers, Inc.	0.1			0.1
23,661	13,659	Chatham Lodging Trust	0.1			0.3
20,171	15,789	City Office REIT Inc.	0.1			0.2
—	5,192	Clipper Realty, Inc.	—			0.1
295,388	492,974	Colony Capital, Inc.	0.5			2.3
43,247	34,825	Columbia Property Trust Inc.	0.5			0.7
7,392	5,492	Community Healthcare Trust, Inc.	0.3			0.2
48,055	35,462	CoreCivic, Inc.	0.5			0.6
4,974	3,830	Corenergy Infrastructure Trust, Inc.	0.1			0.2
16,534	11,903	Corepoint Lodging, Inc.	0.1			0.1
14,635	11,149	CoreSite Realty Corporation	1.7			1.3
44,555	33,505	Corporate Office Properties Trust	1.0			1.0
57,140	43,565	Cousins Properties, Inc.	1.7			1.8
287,381	248,664	Crown Castle International Corporation	41.5			35.3
75,054	57,474	Cubesmart	2.0			1.8
85,743	60,485	CyrusOne Inc.	5.3			4.0
78,263	59,944	DiamondRock Hospitality Company	0.4			0.7
147,130	94,906	Digital Realty Trust, Inc.	20.4			11.4
101,339	—	Diversified Healthcare Trust	0.4			—

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares Issuer Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
16,777
65,187
Chatham Lodging Trust $ 0.3

$ 1.2

21,694
80,952
Chesapeake Lodging Trust 0.6

2.0

14,200
47,817
City Office REIT Inc. 0.2

0.5

5,192
21,288
Clipper Realty, Inc. 0.1

0.3

515,252
661,676
Colony Capital, Inc. 2.6

3.1

42,159
163,866
Columbia Property Trust Inc. 0.9

3.2

6,495
23,436
Community Healthcare Trust, Inc. 0.3

0.7

42,931
162,853
CoreCivic, Inc. 0.9

2.9

4,349
16,269
Corenergy Infrastructure Trust, Inc. 0.2
⁽⁷⁾
0.5

15,130
57,463
Corepoint Lodging, Inc. 0.2

0.7

13,282
50,118
CoreSite Realty Corporation 1.5

4.4

40,562
142,696
Corporate Office Properties Trust 1.1

3.0

52,741
580,413
Cousins Properties, Inc. 1.9

4.6

287,061
572,594
Crown Castle International Corporation 37.4

62.2

68,198
255,847
Cubesmart 2.3

7.3

104,694
144,491
CyrusOne Inc. 6.0

7.6

72,569
284,793
DiamondRock Hospitality Company 0.8

2.6

126,654
284,543
Digital Realty Trust, Inc. 14.9

30.3

58,370
222,742
Douglas Emmett, Inc. 2.3

7.6

194,405
493,225
Duke Realty Corporation 6.1

12.8

24,592
86,054
Easterly Government Properties, Inc. 0.4

1.3

43,024
48,463
EastGroup Properties, Inc. 5.0

4.4

53,020
196,612
Empire State Realty Trust 0.8

2.8

27,123
102,222
EPR Properties 2.0

6.5

64,628
110,827
Equinix Inc. 32.6

39.1

141,047
118,255
Equity Lifestyle Properties, Inc. 17.1

11.5

265,222
495,921
Equity Residential 20.1

32.7

17,853
47,818
Essential Properties Realty 0.4

0.7

66,490
90,861
Essex Property Trust, Inc. 19.4

22.3

113,187
168,808
Extra Space Storage, Inc. 12.0

15.3

11,014
39,335
Farmland Partners, Inc. 0.1
⁽⁷⁾
0.2

74,197
100,845
Federal Realty Investment Trust 9.6

11.9

45,555
171,124
First Industrial Realty Trust, Inc. 1.7

4.9

74,774
95,288
Four Corners Property Trust 2.0

2.5

38,128
148,193
Franklin Street Properties Corp. 0.3

0.9

18,035
66,846
Front Yard Residential Corp. 0.2

0.6

188,774
279,615
Gaming and Leisure Properties, Inc. 7.4

9.0

158,252
—
GDS Holdings LTD ADR 3.6

—

42,888
164,774
GEO Group Inc./The 0.9
3.2

11,978
45,390
Getty Realty Corp. 0.4

1.3

10,485
40,600
Gladstone Commercial Corporation 0.2

0.7

6,226
17,897
Gladstone Land Corporation 0.1

0.2

11,085
27,913
Global Medical REIT, Inc. 0.1

0.2

30,410
97,753
Global Net Lease, Inc. 0.6

1.7

—
134,722
Government Properties Income Trust —

0.9

430,118
651,177
HCP, Inc. 13.8

18.2

46,109
170,298
Healthcare Realty Trust Inc. 1.4

4.8

189,276
285,255
Healthcare Trust of America 5.2

7.2

13,021
50,946
Hersha Hospitality Trust 0.2

0.9



Shares		Issuer	Fair Value at
Shares			March 31, 2020			December 31, 2019
2020	2019		March 31, 2020			December 31, 2019
			(Unaudited)
64,649	49,622	Douglas Emmett, Inc.	$	2.0		$	2.2
278,259	244,465	Duke Realty Corporation	9.0			8.5
29,684	22,034	Easterly Government Properties, Inc.	0.7			0.5
45,015	41,238	EastGroup Properties, Inc.	4.7			5.5
57,899	44,235	Empire State Realty Trust	0.5			0.6
30,148	23,023	EPR Properties	0.7			1.6
71,789	60,851	Equinix Inc.	44.8			35.5
317,599	256,618	Equity Lifestyle Properties, Inc.	18.3			18.1
323,143	283,999	Equity Residential	19.9			23.0
235,836	188,894	Essential Properties Realty	3.1			4.7
53,531	54,492	Essex Property Trust, Inc.	11.8			16.4
114,007	107,410	Extra Space Storage, Inc.	10.9			11.3
17,184	8,142	Farmland Partners, Inc.	0.1			0.1
29,121	66,222	Federal Realty Investment Trust	2.2			8.5
49,077	37,538	First Industrial Realty Trust, Inc.	1.6			1.6
27,799	20,389	Four Corners Property Trust	0.5			0.6
39,353	30,896	Franklin Street Properties Corp.	0.2			0.3
19,073	14,739	Front Yard Residential Corp.	0.2			0.2
219,462	180,230	Gaming and Leisure Properties, Inc.	6.1			7.8
115,000	160,000	GDS Holdings LTD ADR	1.2			4.0		⁽⁷⁾
47,655	35,427	GEO Group Inc./The	0.6			0.6
12,666	9,933	Getty Realty Corp.	0.3			0.3
14,133	9,121	Gladstone Commercial Corporation	0.2			0.2
11,856	6,226	Gladstone Land Corporation	0.1			0.1
14,936	9,380	Global Medical REIT, Inc.	0.2			0.1
34,574	26,663	Global Net Lease, Inc.	0.5			0.5
51,455	39,221	Healthcare Realty Trust Inc.	1.4			1.3
83,942	60,957	Healthcare Trust of America	2.0			1.8
497,952	496,493	Healthpeak Properties, Inc.	11.9			17.1
21,711	10,385	Hersha Hospitality Trust	0.1			0.2
40,166	30,535	Highwoods Properties, Inc.	1.4			1.5
277,410	661,737	Host Hotels & Resorts, Inc.	3.1			12.3
254,709	275,440	Hudson Pacific Properties, Inc.	6.5			10.4
34,733	26,784	Independence Realty Trust, Inc.	0.3			0.4
26,421	19,292	Industrial Logics Properties	0.5			0.4
150,000	134,775	Interxion Holding NV	8.7			7.0
4,837	3,467	Investors Real Estate Trust	0.3			0.3
648,451	559,204	Invitation Homes, Inc.	13.9			16.8
111,023	84,852	Iron Mountain Inc.	2.6			2.7
15,000	163,782	iShares Dow Jones US Real Estate Index Fund	1.0		⁽⁷⁾	15.2		⁽⁷⁾
47,791	36,559	JBG Smith Properties	1.5			1.5
105,462	95,936	Kilroy Realty Corporation	6.7			8.0
161,366	120,171	Kimco Realty Corporation	1.6			2.5
31,614	24,663	Kite Realty Group Trust	0.3			0.5
33,218	25,456	Lamar Advertising Corporation	1.7			2.3
95,047	71,595	Lexington Realty Trust	0.9			0.8
—	46,357	Liberty Property Trust	—			2.8
18,167	13,885	Life Storage, Inc.	1.7			1.5
15,071	11,718	LTC Properties, Inc.	0.5			0.5

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares Issuer Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
36,966
140,879
Highwoods Properties, Inc. $ 1.5

$ 5.5

58,974
225,198
Hospitality Properties Trust 1.5

5.4

745,203
1,014,135
Host Hotels & Resorts, Inc. 13.6

16.9

196,153
213,134
Hudson Pacific Properties, Inc. 6.5

6.2

32,614
123,683
Independence Realty Trust, Inc. 0.4

1.1

23,634
88,878
Industrial Logics Properties 0.5

1.7

110,000
—
Interxion Holding NV 4.1
—

4,386
16,729
Investors Real Estate Trust 0.3

0.8

444,088
414,132
Invitation Homes, Inc. 11.9

8.3

103,254
393,221
Iron Mountain Inc. 3.2

12.7

370,420
1,500,000
iShares Dow Jones US Real Estate Index Fund 32.3
⁽⁷⁾
112.4
⁽⁷⁾
44,258
144,518
JBG Smith Properties 1.7

5.0

117,120
136,455
Kilroy Realty Corporation 8.6

8.6

146,235
563,416
Kimco Realty Corporation 2.7

8.3

30,260
113,467
Kite Realty Group Trust 0.5

1.6

30,817
116,496
Lamar Advertising Corporation 2.5

8.1

82,553
293,991
Lexington Realty Trust 0.8

2.4

53,522
204,392
Liberty Property Trust 2.7

8.6

16,858
63,299
Life Storage, Inc. 1.6

5.9

14,388
54,350
LTC Properties, Inc. 0.7

2.3

33,091
123,992
Mack-Cali Realty Corporation 0.8

2.4

—
44,471
Medequities Realty Trust, Inc. —

0.3

141,740
503,539
Medical Properties Trust, Inc. 2.5

8.1

41,156
157,147
Mid-America Apartment Communities, Inc. 4.8

15.0

32,612
121,059
Monmouth Real Estate Investment Corporation 0.4

1.5

14,954
56,533
National Health Investors, Inc. 1.2

4.3

58,711
219,159
National Retail Properties, Inc. 3.1

10.6

70,704
78,758
National Storage Affiliates Trust 2.0

2.1

29,833
97,013
New Senior Investment Group 0.2

0.4

6,834
25,395
Nexpoint Residential Trust, Inc. 0.3

0.9

16,338
60,527
NorthStar Realty Europe Corp. 0.3

0.9

17,434
—
Office Properties Income Trust, Inc. 0.5
⁽⁷⁾
—

77,395
273,749
Omega Healthcare Investors, Inc. 2.8

9.6

5,547
21,786
One Liberty Properties, Inc. 0.2

0.5

50,977
192,190
Outfront Media Inc. 1.3
3.5

72,935
289,253
Paramount Group Inc. 1.0

3.6

72,876
276,143
Park Hotels & Resorts, Inc. 2.0

7.2

149,517
186,399
Pebblebrook Hotel Trust 4.2

5.3

25,160
96,360
Pennsylvania Real Estate Investment Trust 0.2
⁽⁷⁾
0.6

66,807
250,372
Physicians Realty Trust 1.2

4.0

45,124
177,784
Piedmont Office Realty Trust, Inc. 0.9

3.0

23,835
91,285
Potlatch Corporation 0.9

2.9

14,977
54,653
Preferred Apartment Communities, Inc. 0.2

0.8

510,081
865,465
ProLogis 40.9

50.8

7,212
27,314
PS Business Parks, Inc. 1.2

3.6

87,910
205,162
Public Storage, Inc. 20.9

41.5

122,372
69,517
QTS Realty Trust, Inc. 5.7

2.6

46,899
178,720
Rayonier, Inc. 1.4

4.9

199,709
408,129
Realty Income Corporation 13.8

25.7



Shares		Issuer	Fair Value at
Shares			March 31, 2020			December 31, 2019
2020	2019		March 31, 2020			December 31, 2019
			(Unaudited)
33,124	25,783	Mack-Cali Realty Corporation	$	0.5		$	0.6
199,747	152,801	Medical Properties Trust, Inc.	3.5			3.2
300,000	220,000	Megaport, LTD	1.8			1.7
85,000	85,000	MGM Growth Properties, L.L.C.	2.0			2.6
120,258	103,823	Mid-America Apartment Communities, Inc.	12.4			13.7
37,474	27,502	Monmouth Real Estate Investment Corporation	0.5			0.4
16,334	12,615	National Health Investors, Inc.	0.8			1.0
66,810	50,907	National Retail Properties, Inc.	2.2			2.7
23,725	17,663	National Storage Affiliates Trust	0.7			0.6
52,386	24,918	New Senior Investment Group	0.1			0.2
8,263	5,632	Nexpoint Residential Trust, Inc.	0.2			0.3
18,251	14,200	Office Properties Income Trust, Inc.	0.5			0.5
88,291	64,786	Omega Healthcare Investors, Inc.	2.3			2.7
9,893	4,628	One Liberty Properties, Inc.	0.1			0.1
54,973	42,727	Outfront Media Inc.	0.7			1.1
74,454	58,127	Paramount Group Inc.	0.7			0.8
96,202	71,359	Park Hotels & Resorts, Inc.	0.8			1.8
50,172	38,713	Pebblebrook Hotel Trust	0.5			1.0
20,989	20,665	Pennsylvania Real Estate Investment Trust	0.1		⁽⁷⁾	0.1		⁽⁷⁾
74,369	55,271	Physicians Realty Trust	1.0			1.0
49,178	37,274	Piedmont Office Realty Trust, Inc.	0.9			0.8
8,246	3,863	Plymouth Industrial REIT, Inc.	0.1			0.1
25,420	19,688	Potlatch Corporation	0.8			0.9
17,820	13,220	Preferred Apartment Communities, Inc.	0.1			0.2
621,905	472,201	ProLogis	50.0			42.1
7,921	5,958	PS Business Parks, Inc.	1.1			1.0
95,952	82,126	Public Storage, Inc.	19.1			17.5
110,580	105,041	QTS Realty Trust, Inc.	6.4			5.7
51,072	38,741	Rayonier, Inc.	1.2			1.3
242,246	197,129	Realty Income Corporation	12.1			14.4
174,883	159,520	Regency Centers Corporation	6.7			10.1
44,354	33,519	Retail Opportunity Investment	0.4			0.6
83,972	63,727	Retail Properties of America	0.4			0.9
9,455	4,440	Retail Value, Inc.	0.1			0.2
379,102	282,611	Rexford Industrial Realty Inc.	15.5			12.8
64,936	50,071	RLJ Lodging Trust	0.5			0.9
30,156	23,246	RPT Realty	0.2			0.3
19,088	13,660	Ryman Hospitality Properties	0.7			1.2
188,570	167,181	Sabra Health Care REIT Inc.	2.1			3.6
4,938	3,168	Safe Hold, Inc.	0.3			0.1
4,559	3,537	Saul Centers, Inc.	0.1			0.2
90,374	76,914	SBA Communications Corporation	24.4			18.5
—	70,465	Senior Housing Properties Trust	—			0.6
63,399	48,715	Service Properties Trust	0.3			1.2
170,053	200,628	Simon Property Group, Inc.	9.3			29.9
509,244	394,633	Site Centers Corporation	2.7			5.5
75,126	115,766	SL Green Realty Corp.	3.2			10.6
38,285	29,513	Spirit Realty Capital Inc.	1.0			1.5
58,138	39,632	Stag Industrial, Inc.	1.3			1.3

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares Issuer Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
207,335
210,244
Regency Centers Corporation $ 13.8

$ 12.3

41,085
155,276
Retail Opportunity Investment 0.7

2.5

77,147
298,353
Retail Properties of America 0.9

3.2

5,614
21,416
Retail Value, Inc. 0.2

0.6

439,469
126,860
Rexford Industrial Realty Inc. 17.7

3.7

62,049
239,679
RLJ Lodging Trust 1.1

3.9

29,013
113,496
RPT Realty 0.4

1.4

16,537
61,126
Ryman Hospitality Properties 1.3

4.1

65,066
244,568
Sabra Health Care REIT Inc. 1.3

4.0

2,682
—
Safe Hold, Inc. 0.1
⁽⁷⁾
—

—
10,996
Safety Income and Growth, Inc —

0.2

4,314
16,999
Saul Centers, Inc. 0.2

0.9

79,153
154,833
SBA Communications Corporation 17.8

25.1

—
121,549
Select Income Real Estate Investment Trust —

0.9

86,510
326,164
Senior Housing Properties Trust 0.7

3.8

221,142
426,117
Simon Property Group, Inc. 35.3

71.6

50,598
209,816
Site Centers Corporation 0.7

2.3

107,865
113,961
SL Green Realty Corp. 8.7

9.0

15,739
59,766
Spirit MTA REIT 0.1

0.4

31,478
117,972
Spirit Realty Capital Inc. 1.3

4.3

45,581
135,097
Stag Industrial, Inc. 1.4

3.4

40,000
—
Starwood Property Trust, Inc. 3.0

—

75,048
264,895
STORE Capital Corporation 2.5

7.5

37,819
141,848
Summit Hotel Properties, Inc. 0.4

1.4

137,537
116,162
Sun Communities, Inc. 17.6

11.8

424,419
313,714
Sunstone Hotel Investors, L.L.C. 5.8

4.1

33,608
126,963
Tanger Factory Outlet Centers, Inc. 0.5
⁽⁷⁾
2.6

42,709
81,759
Taubman Centers, Inc. 1.7

3.8

137,877
80,363
Terreno Realty Corporation 6.7
2.8

51,167
188,118
The Macerich Company 1.7

8.1

—
73,743
Tier Inc. —

1.5

101,167
366,433
UDR, Inc. 4.5

14.5

12,345
46,595
UMH Properties, Inc. 0.2

0.6

66,682
231,999
UNITI Group, Inc. 0.6

3.6

4,687
18,151
Universal Health Realty Income Trust 0.4

1.1

41,480
150,757
Urban Edge Properties 0.7

2.5

10,812
42,533
Urstadt Biddle Properties, Inc. 0.2

0.9

40,000
—
Vanguard Real Estate ETF 3.5

—

236,790
491,993
Ventas, Inc. 16.1

28.8

352,927
1,342,240
VEREIT, Inc. 3.2

9.6

402,108
554,541
Vici Properties, Inc. 8.9

10.4

62,630
238,674
Vornado Realty Trust 4.0

14.8

68,357
257,311
Washington Prime Group, Inc. 0.3
⁽⁷⁾
1.3

29,264
110,436
Washington Real Estate Investment Trust 0.8

2.5

43,931
165,849
Weingarten Realty Investors 1.2

4.1

262,434
514,421
Welltower Inc. 21.4

35.7



Shares		Issuer	Fair Value at
Shares			March 31, 2020			December 31, 2019
2020	2019		March 31, 2020			December 31, 2019
			(Unaudited)
194,193	228,776	STORE Capital Corporation	$	3.5		$	8.5
40,889	30,813	Summit Hotel Properties, Inc.	0.2			0.4
158,289	123,951	Sun Communities, Inc.	19.8			18.6
86,249	66,821	Sunstone Hotel Investors, L.L.C.	0.8			0.9
38,131	27,198	Tanger Factory Outlet Centers, Inc.	0.2		⁽⁷⁾	0.4		⁽⁷⁾
23,104	39,475	Taubman Centers, Inc.	1.0			1.2
145,788	139,538	Terreno Realty Corporation	7.5			7.6
54,805	42,266	The Macerich Company	0.3			1.1		⁽⁷⁾
113,119	86,400	UDR, Inc.	4.1			4.0
13,835	10,668	UMH Properties, Inc.	0.2			0.2
224,924	150,082	UNITI Group, Inc.	1.4			1.2		⁽⁷⁾
4,923	3,816	Universal Health Realty Income Trust	0.5			0.4
44,280	34,264	Urban Edge Properties	0.4			0.7
11,141	8,803	Urstadt Biddle Properties, Inc.	0.2			0.2
85,000	85,000	Vanguard Real Estate ETF	5.9		⁽⁷⁾	7.9
240,398	190,949	Ventas, Inc.	6.4			11.0
416,400	318,132	VEREIT, Inc.	2.0			2.9
460,023	377,486	Vici Properties, Inc.	7.7			9.6
67,374	51,469	Vornado Realty Trust	2.4			3.4
99,275	55,611	Washington Prime Group, Inc.	0.1		⁽⁷⁾	0.2		⁽⁷⁾
32,774	23,876	Washington Real Estate Investment Trust	0.8			0.7
46,617	36,198	Weingarten Realty Investors	0.7			1.1
340,746	300,767	Welltower Inc.	15.7			24.5
455,479	386,918	Weyerhaeuser Company	7.7			11.7
24,163	11,404	Whitestone Real Estate Investment Trust B	0.1			0.2
66,696	50,897	WP Carey Inc.	3.9			4.1
43,615	33,741	Xenia Hotels & Resorts, Inc.	0.4			0.7
TOTAL REAL ESTATE-RELATED MARKETABLE SECURITIES (Cost $800.4 and $686.0)			$	724.7		$	825.7

OTHER MARKETABLE SECURITIES—4.9% and 13.9%

U.S. GOVERNMENT AGENCY NOTES—0.0% and 0.7%



Principal				Issuer	Yield⁽⁴⁾	Maturity Date	Fair Value at
Principal							March 31, 2020		December 31, 2019
2020		2019					March 31, 2020		December 31, 2019
							(Unaudited)
$	—	$	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
—		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
TOTAL U.S. GOVERNMENT AGENCY NOTES (Cost $0.0 and $210.2)							$	—	$	210.4

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

FOREIGN GOVERNMENT AGENCY NOTES— 0.2% and 0.2%



Principal				Issuer	Yield⁽⁴⁾	Maturity Date	Fair Value at
Principal							March 31, 2020		December 31, 2019
2020		2019					March 31, 2020		December 31, 2019
							(Unaudited)
$	49.3	$	49.3	Japan Bank for International Cooperation	1.625%	10/17/2022	$	50.3	$	48.9
12.1		—		Japan Bank for International Cooperation	1.750%	1/23/2023	12.3		—
0.2		0.2		Korea Development Bank	1.908%	10/1/2022	0.3		0.3
TOTAL FOREIGN GOVERNMENT AGENCY NOTES (Cost $61.6 and $49.5)							$	62.9	$	49.2

UNITED STATES TREASURY SECURITIES—2.7% and 8.7%



Principal				Issuer	Yield / Coupon Rate⁽⁴⁾	Maturity Date	Fair Value at
Principal							March 31, 2020		December 31, 2019
2020		2019					March 31, 2020		December 31, 2019
							(Unaudited)
$	—	$	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
—		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
250.0		—		United States Treasury Bills	0.010%	4/14/2020	250.0		—
250.0		—		United States Treasury Bills	0.010%	6/9/2020	250.0		—
250.0		—		United States Treasury Bills	0.010%	6/11/2020	249.9		—
—		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 $750.0 and $2,586.3)							$	749.9	$	2,589.1

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

CORPORATE BOND SECURITIES—1.9% and 4.2%



Principal				Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	Fair Value at
Principal								March 31, 2020		December 31, 2019
2020		2019						March 31, 2020		December 31, 2019
								(Unaudited)
$	11.5	$	11.5	Air Lease Corporation	2.250%	BBB	1/15/2023	$	9.6	$	11.5
13.8		13.8		American Honda Finance	1.700%	A	9/9/2021	13.5		13.7
19.7		19.7		American Honda Finance	2.050%	A	1/10/2023	19.4		19.7
7.7		27.7		Apple, Inc.	1.700%	AA+	9/11/2022	7.8		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
14.5		29.5		Bank of New York Mellon Corporation	1.950%	A	8/23/2022	14.6		29.6
8.1		8.1		BB+T Corporation	2.150%	A-	2/1/2021	8.1		8.1
—		3.5		Berkshire Hathaway Energy	2.400%	A-	2/1/2020	—		3.5
10.0		10.0		Boeing Co.	1.650%	BBB	10/30/2020	9.8		10.0
28.9		28.9		Boeing Co.	2.300%	BBB	8/1/2021	27.9		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		4.8		Caterpillar Financial Service	1.850%	A	9/4/2020	4.7		4.7
42.5		42.5		Caterpillar Financial Service	1.299%	A	3/8/2021	41.7		42.6
10.0		—		Caterpillar Financial Service	1.913%	A	11/12/2021	9.8		—
10.0		—		Caterpillar Financial Service	1.950%	A	11/18/2022	10.0		—
—		12.0		Centerpoint Energy Resource	4.500%	BBB+	1/15/2021	—		12.2
—		32.9		Citigroup, Inc.	2.312%	BBB+	11/4/2022	—		32.9
—		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
—		19.6		DTE Energy Corporation	2.250%	BBB	11/1/2022	—		19.6
—		34.5		Exxon Mobil Corporation	1.902%	AA+	8/16/2022	—		34.7
14.0		14.0		Fifth Third Bank	2.875%	BBB+	7/27/2020	13.9		14.1
—		5.0		Fifth Third Bank	2.250%	A-	6/14/2021	—		5.0
4.0		4.0		General Dynamics Corporation	2.875%	A	5/11/2020	4.0		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
8.0		8.0		Georgia Power Company	2.400%	A-	4/1/2021	8.0		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		25.0		Goldman Sachs Group, Inc.	2.350%	BBB+	11/15/2021	25.0		25.1
—		10.5		HSBC Bank USA, NA	4.875%	A	8/24/2020	—		10.7
11.6		—		Huntington National Bank	1.800%	A-	2/3/2023	11.4		—
—		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		20.0		JP Morgan Chase Bank, NA	3.086%	A+	4/26/2021	20.0		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
39.5		—		Morgan Stanley	1.874%	BBB+	1/20/2023	36.7		—
18.4		18.4		MPLX LP	1.899%	BBB	9/9/2021	17.4		18.5
20.0		20.0		MUFG Union Bank, NA	2.100%	A	12/9/2022	19.7		20.0

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares Issuer Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
545,037
1,035,575
Weyerhaeuser Company $ 14.4

$ 22.6

13,958
54,425
Whitestone Real Estate Investment Trust B 0.2

0.7

61,258
219,891
WP Carey Inc. 5.0

14.4

41,209
154,344
Xenia Hotels & Resorts, Inc. 0.9

2.7

TOTAL REAL ESTATE-RELATED MARKETABLE SECURITIES
(Cost $719.7 and $1,274.7) $ 847.2
$ 1,415.1



Principal				Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	Fair Value at
Principal								March 31, 2020		December 31, 2019
2020		2019						March 31, 2020		December 31, 2019
								(Unaudited)
$	—	$	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		20.0		Oracle Corporation	1.900%	A+	9/15/2021	20.1		20.0
11.6		11.6		Paccar Financial Corporation	2.000%	A+	9/26/2022	11.4		11.7
—		19.3		Paypal Holdings, Inc.	2.200%	BBB+	9/26/2022	—		19.4
—		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		20.0		Skandinaviska Enskilda	1.875%	A+	9/13/2021	19.8		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
101.4		101.4		Swedish Export Credit	1.625%	AA+	11/14/2022	103.0		101.0
23.0		23.0		The Walt Disney Company	1.830%	A	9/1/2021	22.1		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
—		10.0		Toronto Dominion Bank	1.900%	A	12/1/2022	—		10.0
5.0		—		Truist Bank	1.339%	A	3/9/2023	4.5		—
—		20.0		United Technologies Corporation	1.900%	BBB+	5/4/2020	—		20.0
12.8		12.8		Wells Fargo Bank, NA	3.325%	A+	7/23/2021	12.8		12.9
—		30.0		Wells Fargo Bank, NA	2.082%	A+	9/9/2022	—		30.0
TOTAL CORPORATE BOND SECURITIES (Cost $535.1 and $1,265.4)								$	526.7	$	1,268.3

~~OTHER MARKETABLE~~MUNICIPAL BOND SECURITIES—~~14.2%~~0.1% and ~~14.4%~~0.1%

~~GOVERNMENT AGENCY NOTES—7.6% and 7.2%~~


Principal	Principal			Issuer	Yield⁽⁴⁾	Maturity Date	Fair Value at				Principal							Fair Value at
Principal	Principal						June 30, 2019		December 31, 2018		Principal			Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	March 31, 2020		December 31, 2019
2019		2018					June 30, 2019		December 31, 2018					Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	March 31, 2020		December 31, 2019
2020											2020	2019		Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	March 31, 2020		December 31, 2019
							(Unaudited)							Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	March 31, 2020		December 31, 2019
$	—	$	20.0	Fannie Mae Discount Notes	2.270%	1/9/2019	$	—	$	20.0	—	$	0.7	Broward County Florida Airport System Revenue	1.844%	A+	10/1/2020	$	—	$	0.6
—	—	3.6		Fannie Mae Discount Notes	2.350%	2/6/2019	—		3.5		—	0.6		Broward County Florida Airport System Revenue	1.874%	A+	10/1/2021	—		0.5
0.6											0.6	0.6		Broward County Florida Airport System Revenue	1.936%	A+	10/1/2022	0.6		0.6
—	—	22.6		Fannie Mae Discount Notes	2.390%	2/13/2019	—		22.5		—	2.0		California State Health Facilities Financing Authority	1.896%	AA-	6/1/2021	—		2.0
1.0											1.0	1.0		California State Health Facilities Financing Authority	1.893%	AA-	6/1/2022	1.0		1.0
—	—	17.6		Fannie Mae Discount Notes	2.350%	3/1/2019	—		17.5		—	1.3		Colorado State Health Facilities Authority HOS	2.075%	A+	11/1/2020	—		1.2
50.0		—		Fannie Mae Discount Notes	2.330%	8/14/2019	49.9		—
0.8											0.8	0.8		Colorado State Health Facilities Authority HOS	2.185%	A+	11/1/2021	0.8		0.8
1.1											1.1	1.1		Colorado State Health Facilities Authority HOS	2.237%	A+	11/1/2022	1.1		1.1
—	—	6.0		Farmer Mac Discount Notes	2.440%	3/15/2019	—		6.0		—	0.8		Florida State Municipal Power Agency	1.966%	A2	10/1/2020	—		0.8
—	—	9.1		Federal Farm Credit Bank Discount Notes	2.380%	3/18/2019	—		9.0		—	1.1		Florida State Municipal Power Agency	1.986%	A2	10/1/2021	—		1.2
—	—	18.0		Federal Farm Credit Bank Discount Notes	2.490%	5/2/2019	—		17.9		—	1.0		Florida State Municipal Power Agency	2.064%	A2	10/1/2022	—		1.0
—		20.0		Federal Farm Credit Bank Discount Notes	2.540%	5/23/2019	—		19.8
10.0		—		Federal Farm Credit Bank Discount Notes	2.300%	8/14/2019	10.0		—
—		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
0.6											0.6	0.6		Hamilton County Ohio Healthcare Facilities	2.135%	AA	6/1/2020	0.6		0.6

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal Issuer
Yield⁽⁴⁾

Maturity
Date
Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
$ —
$ 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
113.4
—
Federal Home Loan Bank Discount Notes 2.439%-2.467% 7/1/2019 113.4
—
50.0
—
Federal Home Loan Bank Discount Notes 2.430% 7/2/2019 50.0
—
35.3
—
Federal Home Loan Bank Discount Notes 2.370% 7/3/2019 35.3
—
50.0
—
Federal Home Loan Bank Discount Notes 2.420% 7/9/2019 50.0
—
47.1
—
Federal Home Loan Bank Discount Notes 2.433%-2.443% 7/10/2019 47.0
—
50.0
—
Federal Home Loan Bank Discount Notes 2.430% 7/16/2019 50.0
—
100.0
—
Federal Home Loan Bank Discount Notes 2.255% 7/17/2019 99.9
—
117.6
—
Federal Home Loan Bank Discount Notes 2.246%-2.384% 7/19/2019 117.4
—
50.0
—
Federal Home Loan Bank Discount Notes 2.436% 7/22/2019 50.0
—
88.4
—
Federal Home Loan Bank Discount Notes 2.235%-2.403% 7/24/2019 88.2
—
127.9
—
Federal Home Loan Bank Discount Notes 2.215%-2.288% 7/26/2019 127.7
—
30.2
—
Federal Home Loan Bank Discount Notes 2.260% 7/29/2019 30.1
—
45.0
—
Federal Home Loan Bank Discount Notes 2.230% 7/30/2019 44.9
—
96.0
—
Federal Home Loan Bank Discount Notes 2.249% 7/31/2019 95.8
—
100.0
—
Federal Home Loan Bank Discount Notes 2.206% 8/2/2019 99.8
—
35.8
—
Federal Home Loan Bank Discount Notes 2.350% 8/5/2019 35.7
—
100.0
—
Federal Home Loan Bank Discount Notes 2.341% 8/6/2019 99.8
—
50.0
—
Federal Home Loan Bank Discount Notes 2.260% 8/9/2019 49.9
—
124.0
—
Federal Home Loan Bank Discount Notes 2.237%-2.259% 8/14/2019 123.7
—
183.4
—
Federal Home Loan Bank Discount Notes 2.238%-2.412% 8/16/2019 182.9
—
168.7
—
Federal Home Loan Bank Discount Notes 2.238%-2.343% 8/19/2019 168.2
—
10.8
—
Federal Home Loan Bank Discount Notes 2.400% 8/21/2019 10.7
—
74.1
—
Federal Home Loan Bank Discount Notes 2.365%-2.386% 8/23/2019 73.9
—
50.0
—
Federal Home Loan Bank Discount Notes 2.240% 8/26/2019 49.8
—
0.9
—
Federal Home Loan Bank Discount Notes 2.240% 8/27/2019 0.9
—
50.0
—
Federal Home Loan Bank Discount Notes 2.240% 8/28/2019 49.8
—
50.0
—
Federal Home Loan Bank Discount Notes 2.240% 8/29/2019 49.8
—
93.3
—
Federal Home Loan Bank Discount Notes 2.189%-2.257% 8/30/2019 93.0
—
53.5
—
Federal Home Loan Bank Discount Notes 2.253% 9/13/2019 53.3
—
—
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

~~TIAA REAL ESTATE ACCOUNT~~

~~CONSOLIDATED SCHEDULES OF INVESTMENTS~~

~~(Dollar values shown in millions)~~

Principal Issuer
Yield⁽⁴⁾

Maturity
Date
Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
$ —
$ 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
50.0
—
Freddie Mac Discount Notes 2.420% 7/3/2019 50.0
—
TOTAL GOVERNMENT AGENCY NOTES
(Cost $2,250.7 and $2,050.8)
$ 2,250.8
$ 2,050.7

~~UNITED STATES TREASURY SECURITIES—6.6% and 7.2%~~

Principal Issuer
Yield⁽⁴⁾

Maturity
Date
Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
$ —
$ 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

~~TIAA REAL ESTATE ACCOUNT~~

~~CONSOLIDATED SCHEDULES OF INVESTMENTS~~

~~(Dollar values shown in millions)~~

Principal Issuer
Yield⁽⁴⁾

Maturity
Date
Fair Value at
June 30, 2019 December 31, 2018
2019 2018
(Unaudited)
$ —
$ 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
100.0
—
United States Treasury Bills 2.425%-2.428% 7/2/2019 100.0
—
20.0
—
United States Treasury Bills 2.400% 7/5/2019 20.0
—
100.0
—
United States Treasury Bills 2.403% 7/9/2019 100.0
—
147.7
—
United States Treasury Bills 2.403%-2.416% 7/11/2019 147.5
—
50.0
—
United States Treasury Bills 2.330% 7/16/2019 50.0
—
108.2
—
United States Treasury Bills 2.389%-2.405% 7/18/2019 108.1
—
50.0
—
United States Treasury Bills 2.360% 7/23/2019 49.9
—
163.3
—
United States Treasury Bills 2.386%-2.396% 7/25/2019 163.0
—
60.1
—
United States Treasury Bills 2.314% 7/30/2019 60.0
—
206.7
—
United States Treasury Bills 2.279%-2.396% 8/1/2019 206.3
—
35.3
—
United States Treasury Bills 2.270% 8/8/2019 35.2
—
177.0
—
United States Treasury Bills 2.110%-2.219% 8/13/2019 176.6
—
45.0
—
United States Treasury Bills 2.330% 8/15/2019 44.9
—
175.5
—
United States Treasury Bills 2.100%-2.351% 8/22/2019 175.0
—
152.5
—
United States Treasury Bills 2.137%-2.343% 8/29/2019 152.0
—
104.6
—
United States Treasury Bills 2.323%-2.327% 9/5/2019 104.2
—
21.3
—
United States Treasury Bills 2.480% 10/10/2019 21.2
—
116.8
—
United States Treasury Bills 2.508%-2.513% 11/7/2019 115.9
—
19.8
—
United States Treasury Bills 2.390% 11/14/2019 19.6
—
100.0
—
United States Treasury Bills 2.391% 11/21/2019 99.2
—
TOTAL UNITED STATES TREASURY SECURITIES
(Cost $1,948.0 and $2,038.1)
$ 1,948.6
$ 2,038.0
TOTAL OTHER MARKETABLE SECURITIES
(Cost $4,198.7 and $4,088.9)
$ 4,199.4
$ 4,088.7
TOTAL MARKETABLE SECURITIES
(Cost $4,918.4 and $5,363.6)
$ 5,046.6
$ 5,503.8



Principal								Fair Value at
Principal				Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	March 31, 2020		December 31, 2019
2020		2019		Issuer	Coupon Rate	Credit Rating⁽⁸⁾	Maturity Date	March 31, 2020		December 31, 2019
								(Unaudited)
$	0.9	$	0.9	Harris County Texas Cultural Education Facilities	2.015%	AA-	5/15/2020	$	0.9	$	0.9
1.3		1.3		Harris County Texas Cultural Education Facilities	2.065%	AA-	5/15/2021	1.3		1.3
1.3		1.3		Harris County Texas Cultural Education Facilities	2.102%	AA-	5/15/2022	1.3		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		0.2		Park Creek Metropolitan District Revenue	2.292%	AA	12/1/2022	0.2		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 $7.7 and $33.3)								$	7.8	$	33.2
TOTAL OTHER MARKETABLE SECURITIES (Cost $1,354.4 and $4,144.7)								$	1,347.3	$	4,150.2
TOTAL MARKETABLE SECURITIES (Cost $2,154.8 and $4,830.7)								$	2,072.0	$	4,975.9

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

LOANS RECEIVABLE—~~3.7%~~5.7% and ~~3.2%~~5.0%

Borrower
Interest Rate⁽⁶⁾
Maturity Date Fair Value at
Principal June 30, 2019 December 31, 2018
2019 2018
(Unaudited)

6.3
6.3
DJM Capital Partners Mezzanine 5.00% 7/12/2019 $ 6.3
$ 6.3
86.9
83.2
311 South Wacker Mezzanine 4.70% + LIBOR 6/7/2020 86.4
83.2
95.2
95.2
Blackstone RioCan Retail Portfolio Mezzanine 4.65% + LIBOR 6/9/2020 95.2
95.3
60.0
60.0
River North Point Junior Mezzanine 4.30% + LIBOR 7/9/2020 60.0
60.0
152.3
176.4
Project Glacier Mezzanine 4.40% + LIBOR 11/9/2020 152.3
176.4
53.5
—
SCG Oakland Portfolio 4.25% + LIBOR 3/1/2021 53.5
—
20.0
20.0
Crest at Las Colinas Station Mezzanine 5.11% + LIBOR 5/10/2021 20.0
20.0
125.0
125.0
State Street Financial Center Mezzanine 6.50% 11/10/2021 123.7
125.3
20.0
20.0
Modera Observatory Park Mezzanine 4.34% + LIBOR 6/10/2022 20.0
20.0
20.3
19.7
Rosemont Towson Mezzanine 4.15% + LIBOR 9/9/2022 20.3
19.7
26.9
26.7
1330 Broadway Mezzanine 5.01% + LIBOR 8/10/2023 26.9
26.8
82.0
63.0
Great Value Storage Portfolio Mezzanine 7.875% 12/6/2023 82.4
63.2
85.0
—
Park Avenue Tower Mezzanine 4.35% + LIBOR 3/9/2024 85.0
—
57.2
—
BREP VIII Industrial Loan Facility Mezzanine 5.00% + LIBOR 3/9/2026 57.2
—
20.0
20.0
Aspen Lake Office Portfolio Mezzanine 8.25% 3/10/2028 20.2
20.2
95.0
95.0
Merritt on the River Office Portfolio Mezzanine 8.00% 8/1/2028 95.7
95.7
100.0
100.0
Charles River Plaza North Mezzanine 6.08% 4/6/2029 100.0
100.9
TOTAL LOANS RECEIVABLE
(Cost $1,105.5 and $910.6)
$ 1,105.1
$ 913.0
TOTAL INVESTMENTS
(Cost $24,997.0 and $24,169.8)
$ 29,542.8
$ 28,480.4



				Borrower	Property Type	Interest Rate⁽⁶⁾	Maturity Date	Fair Value at
Principal								March 31, 2020		December 31, 2019
2020		2019						March 31, 2020		December 31, 2019
								(Unaudited)
$	—	$	6.3	DJM Capital Partners Mezzanine	Retail	5.00%	3/9/2020	$	—	$	6.3
89.1		87.5		311 South Wacker Mezzanine	Office	4.70% + LIBOR	6/7/2020	85.8		86.8
79.5		92.2		Blackstone RioCan Retail Portfolio Mezzanine	Retail	4.65% + LIBOR	6/9/2021	79.5		92.2
60.0		60.0		River North Point Junior Mezzanine	Office	4.30% + LIBOR	7/9/2020	60.0		60.0
128.6		128.6		Project Glacier Mezzanine	Industrial	4.40% + LIBOR	11/9/2020	128.6		128.6
53.9		53.8		SCG Oakland Portfolio	Office	4.25% + LIBOR	3/1/2021	54.1		53.8
—		20.0		Crest at Las Colinas Station Mezzanine	Apartments	5.11% + LIBOR	5/10/2021	—		20.0
60.0		60.0		SoNo Collection Mezzanine	Retail	6.75% + LIBOR	8/6/2021	60.0		60.0
14.7		14.7		Liberty Park	Office	6.08%	11/9/2021	14.7		14.7
125.0		125.0		State Street Financial Center Mezzanine	Office	6.500%	11/10/2021	124.4		124.4
20.0		20.0		Modera Observatory Park Mezzanine	Apartments	4.34% + LIBOR	6/10/2022	19.9		20.0
16.3		16.2		San Diego Office Portfolio Mezzanine	Office	2.45% + LIBOR	8/9/2022	15.1		16.1
49.0		48.2		San Diego Office Portfolio Senior Loan	Office	2.45% + LIBOR	8/9/2022	49.5		48.2
20.8		20.8		Rosemont Towson Mezzanine	Apartments	4.15% + LIBOR	9/9/2022	20.5		20.8
33.8		33.8		Colony New England Hotel Portfolio Mezzanine	Hotel	2.80% + LIBOR	11/9/2022	31.7		33.8
101.4		101.4		Colony New England Hotel Portfolio Senior Loan	Hotel	2.80% + LIBOR	11/9/2022	101.3		101.4
33.9		33.9		Exo Apartments Mezzanine	Apartments	2.30% + LIBOR	1/9/2023	31.6		33.9
101.6		101.6		Exo Apartments Senior Loan	Apartments	2.30% + LIBOR	1/9/2023	103.1		101.6
13.3		—		Five Oak Mezzanine	Office	2.35% + LIBOR	4/9/2023	13.3		—
40.0		—		Five Oak Senior Loan	Office	2.35% + LIBOR	4/9/2023	40.0		—
27.5		27.5		1330 Broadway Mezzanine	Office	5.01% + LIBOR	8/10/2023	27.5		27.5
82.0		82.0		Great Value Storage Portfolio Mezzanine	Storage	7.88%	12/6/2023	77.9		82.0
85.0		85.0		Park Avenue Tower Mezzanine	Office	4.35% + LIBOR	3/9/2024	85.0		85.0
71.0		71.0		BREP VIII Industrial Loan Facility Mezzanine	Industrial	5.00% + LIBOR	3/9/2026	71.0		71.0
20.0		20.0		Aspen Lake Office Portfolio Mezzanine	Office	8.25%	3/10/2028	20.0		20.0
95.0		95.0		Merritt on the River Office Portfolio Mezzanine	Office	8.00%	8/1/2028	95.0		95.0
100.0		100.0		Charles River Plaza North Mezzanine	Office	6.08%	4/6/2029	100.0		100.0
53.0		—		Sol y Luna	Apartments	6.55%	1/6/2030	53.0		—
TOTAL LOANS RECEIVABLE (Cost $1,574.5 and $1,504.5)								$	1,562.5	$	1,503.1

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

LOANS RECEIVABLE WITH RELATED PARTIES—0.3% and 0.2%



				Related Party	Property Type	Interest Rate⁽⁶⁾	Maturity Date	Fair Value at
Principal								March 31, 2020		December 31, 2019
2020		2019						March 31, 2020		December 31, 2019
								(Unaudited)
$	36.5	$	36.5	MRA Hub 34 Holding, LLC	Office	2.50% + LIBOR	9/1/2022	$	36.5	$	36.5
32.8		32.8		THP Student Housing, LLC	Apartment	3.20%	9/1/2024	32.0		32.5
TOTAL LOANS RECEIVABLE WITH RELATED PARTIES (Cost $69.3 and $69.3)								$	68.5	$	69.0
TOTAL INVESTMENTS (Cost $22,939.5 and $25,697.4)								$	27,376.6	$	29,899.0


⁽¹⁾	The investment has a ~~mortgage~~ loan payable outstanding, as indicated in Note 9 ~~- Mortgage~~ —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⁾	~~Yield~~For zero-coupon securities issued at a discount or premium to par, yield represents the annualized ~~yield.~~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")~~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 ~~at June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 were ~~$6.9~~$2.4 million and ~~$67.4~~$25.2 million, respectively.


⁽⁸⁾	Credit ratings are sourced from S&P Global Ratings ("S&P"), Moody's Investors Services or Fitch Ratings, Inc.


⁽⁹⁾	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.


⁽¹⁰⁾	On March 9, 2020, the Account purchased the 30% ownership interest of DJM Capital Partners ("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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF 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 of the Account’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the “Form 10-K”) 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-Q 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-Q. While management believes the assumptions underlying any of 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 risks associated with the following:

General Risks of Acquiring and Owning Real ~~Estate:~~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);

COVID-19 Risks. In response to the COVID-19 pandemic, governmental authorities throughout the world, including the United States, have taken significant measures to inhibit the spread of the disease, such as prohibiting people from congregating in heavily populated areas, instituting localized quarantines, restricting nonessential travel, issuing “stay-at-home” orders, closing schools, and most notably, restricting the types of businesses that may continue to operate. The restrictions have had an adverse impact on economic and market conditions across the United States. It is possible that public health officials and governmental authorities in the markets in which we own properties may impose additional restrictions in an effort to further slow the spread of the COVID-19 pandemic or may relax or revoke existing restrictions too quickly, which could, in either case, exacerbate the severity of adverse impacts on the economy. The COVID-19 pandemic, including these responsive measures, will likely have an adverse effect on the Account. For example, the negative impact of the COVID-19 pandemic on our tenants may include an immediate reduction in cash flow available to pay rent under our leases which, in turn, could adversely affect our own liquidity, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms and could result in the Account exercising the liquidity guarantee. Moreover, the market volatility and economic uncertainty surrounding the COVID-19 pandemic may negatively impact our liquid investments, such as those in real estate investment trusts ("REIT") securities and mortgage backed securities ("MBS"). These and other consequences of the COVID-19 pandemic are expected to have an adverse effect on the Account’s business and results of operations;

General Risks of Selling Real ~~Estate:~~Estate Investments. The risk that the sales price of a property ~~may~~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:~~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:~~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 lines of credit or credit facilities underwritten by third-party lenders, the risk associated with high ~~loan to value~~loan-to-value ratios on the Account’s properties (including the fact that the Account may have limited, or nozero net value in such a property), the risk that significant sums of cash could be required to make principal and interest payments on the loans and the risk that the Account may not have the ability to obtain financing or refinancing on favorable terms (or at all), which may be aggravated by general disruptions in credit and capital markets;

~~Participant Transactions~~Investment and Cash ~~Management:~~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 ~~real~~non-real estate-related investments exceeding our long-term targeted holding levels and (iii) high levels of cash and liquid non-real estate-related

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

Joint Venture ~~Investments:~~Investment Risk. The risks associated with joint ventures ~~organized as limited partnerships or limited liability companies, as applicable,~~and real estate funds, including the risk that a co-venturer or fund manager may have interests or goals inconsistent with ~~those~~that of the Account, the risk 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 ~~Matters:~~Risk. Uncertainties associated with environmental liability and regulations and other governmental regulatory matters such as zoning laws, rent control laws, and property taxes;

~~Foreign Investments:~~Environmental Risk. The risks ~~associated with purchasing, owning~~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 ~~disposing~~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 ~~investments (primarily 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;

Global Economic Risks. National and regional economies and financial markets have become increasingly interconnected, which has increased the probability that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses, pandemics or other public health emergencies may adversely affect the global economy and the securities, local commercial real estate markets and issuers in which the Account invests. Recent examples of such events include the COVID-19 pandemic that was first detected in Wuhan, China in December 2019 and has since spread worldwide, resulting in government imposed shutdowns across the globe. These events have and could continue to reduce consumer demand and economic output, result in market closure,

travel restrictions or quarantines, and generally have a significant impact on the economy, and, as a result, have an adverse effect on the Account’s business;

ESG Criteria Risk. The risks that the Account’s utilization of environmental, social and governance ("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 ~~mezzanine and other debt), including~~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, ~~risk, the risk associated with foreign currency fluctuations (whether hedged~~social or ~~not),~~diplomatic events or unrest, regulatory and taxation risks and risks ofassociated with enforcing ~~judgments;~~judgments in foreign countries that could cause the Account to lose money. The risks described above often increase in countries with emerging markets;

~~Conflicts~~Risk of ~~Interest:~~Investing in REIT Securities ~~Conflicts~~. Investments in REIT securities are subject to many of ~~interest~~the same general risks associated with ~~TIAA serving as investment manager~~direct real property ownership. In particular, equity REITs may be affected by changes in the value of the ~~Account~~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 ~~provider~~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 ~~liquidity guarantee at~~value of the ~~same time as TIAA and its affiliates are serving as an investment manager to other~~underlying real estate ~~accounts or funds, including conflicts associated with satisfying its fiduciary duties to all~~ such ~~accounts and funds associated with purchasing, selling and leasing of properties;~~REIT may own;

~~Required Property Sales:~~Risks of Mortgage-Backed Securities. The ~~risk that, if TIAA were~~Account from time to ~~own too large a percentage~~time has invested in mortgage-backed securities and may in the future invest in such securities. Mortgage-backed securities, such as commercial mortgage-backed securities ("CMBS") and residential mortgage-backed securities ("RMBS"), are subject to many of the ~~Account’s accumulation units through funding~~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 ~~liquidity guarantee (as determined by~~secondary market, economic conditions impacting financial institutions and the ~~independent fiduciary),~~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 ~~independent fiduciary could require the sales of properties to reduce TIAA’s ownership interest, which sales could occur at times and at prices that depress the sale proceeds to the Account;~~future;

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:~~Securities.Risks associated with investment securities issued by U.S. ~~government~~Government agencies and U.S. ~~government-sponsored~~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,~~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 ~~transaction activity may fluctuate significantly from time to time, which~~ could negatively impact the value of the securities and the Account’s ability to dispose of athe security at a favorable ~~time;~~time. U.S. Government securities generally present limited credit risk compared to other types of debt securities but are not free from risk;

Risks of Corporate Obligations. 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, ~~Assets~~Fixed-Income Investments and ~~Securities:~~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 ~~real estate investment trust (“REIT”)~~REIT securities and ~~commercial mortgage-backed securities (“CMBS”))~~CMBS), and non-real estate-related liquid assets, including:

~~Financial/credit risk—Risks~~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 risk—~~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 volatility risk—~~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;

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 and Frontier 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 investments 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;

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 anticipated;

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—Risks~~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 the Form 10-K entitled “Item 1A. Risk Factors” and "Part II, Item 1A, Risk Factors" in this ~~section below~~Report and also in the section below entitled “Quantitative and Qualitative Disclosures About Market Risk.” These risks could cause actual results to differ materially from historical experience or management’s present expectations.

Caution should be taken not to place undue reliance on management’s forward-looking statements, which represent management’s views only as of the date that this report is filed. Neither management nor the Account undertake any

obligation to update publicly or revise any forward-looking statement, whether as a result of new information, changed assumptions, future events or otherwise.

Commercial real estate market statistics discussed in this section are obtained by the Account from sources that management considers reliable, but some of the data are preliminary for the period ended ~~June 30, 2019~~March 31, 2020 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.

ABOUT THE TIAA REAL ESTATE ACCOUNT

The Account was established, under the laws of New York, in February 1995 as ~~an insurance~~a separate account of TIAA 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.

Investment Objective and Strategy

The 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.

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

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 REITs, which investments may consist of registered or unregistered common or preferred stock interests;

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

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

domestic or foreign loans, including 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")~~CMBS and other ~~asset-backed securities.~~similar investments.

The Account’s principal investment strategy is to purchase direct ownership interests in income-producing real estate, primarily office, industrial, retail and multi-family ~~residential~~ properties. The Account is targeted to hold between 65% and 85% of the Account’s net assets in such direct ownership interests.

In addition, ~~while~~ the Account is authorized to hold up to 25% of its net assets in liquid real estate-related securities, ~~such as~~including publicly traded REITs and ~~CMBS, management~~CMBS. Management intends that the Account will not hold more than 10% of ~~its~~ net assets in such securities on a long-term basis. Traditionally, less than 10% of the Account’s net assets have been comprised of interests in these securities; although, the Account has held approximately 10% of its net assets in equity REIT securities at times. In addition, under the Account’s current investment guidelines, the Account is authorized to hold up to 10% of its net assets in CMBS. As of ~~June 30, 2019,~~March 31, 2020, publicly traded REIT securities comprised approximately ~~3.2%~~2.8% 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 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.

~~Non-Real Estate-Related Investments.~~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 ~~publicly traded,~~the following types of liquid, fixed income investments; ~~namely:~~

~~Short-term government-related instruments, including~~ U.S. Treasury ~~bills;~~or U.S. Government agency securities;

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

~~Short-term non-government-related instruments, such as money market instruments and commercial paper;~~

~~Long-term non-government-related~~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, MBS, 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

~~Stock of~~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.~~estate, but only if such domestic and foreign privately issued debt securities are investment-grade securities.

~~However, from time to time, the~~The Account’s ~~non-real estate-related~~ liquid, fixed-income investments may comprise less than 15% (and possibly less than 10%) of its assets (on a net ~~basis and/or a gross~~ basis), especially during and immediately following periods of significant net participant ~~outflows, in particular due to significant participant transfer activity.~~outflows. In addition, the Account, from time to time and on a temporary basis, may hold in excess of 25% of its net assets in

~~non-real estate-related~~ liquid, 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.~~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 ~~CMBS,~~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.~~Investments. The Account ~~from time to time will~~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 ~~non-real estate-related~~ 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 ~~June 30, 2019,~~March 31, 2020, 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.

~~SECOND~~FIRST QUARTER ~~2019~~2020 U.S. ECONOMIC AND COMMERCIAL REAL ESTATE OVERVIEW

The Account invests primarily in high-quality, core real estate in order to meet its investment objective of obtaining favorable long-term returns through rental income and the appreciation of its real estate holdings.

Economic Overview and Outlook


Key Macro Economic Indicators	Actuals		Forecast		Actuals			Forecast
Key Macro Economic Indicators	1Q19	2Q19	2019	2020	2019	1Q20		2020	2021
Economy⁽¹⁾
Gross Domestic Product ("GDP")	3.1%	2.1%	2.5%	1.8%	2.3%	(4.8)%		(4.5)%	3.7%
Employment Growth (Thousands)	521	512	2,016	1,656	2,112	(381)		(3,180)	2,160
Unemployment Rate	3.8%	3.7%	3.7%	3.7%	3.7%	4.4%		9.3%	6.9%
Interest Rates⁽²⁾							��
10 Year Treasury	2.7%	2.3%	2.2%	2.3%	2.1%	0.7%		0.9%	1.4%

Sources: ~~Blue Chip Economic Indicators, Blue Chip Financial Forecasts,~~Bloomberg, 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 annual values represent a twelve-month average.


⁽²⁾	Treasury rates are an average over the stated period.

According to the Bureau of Labor Statistics, the U.S. economy ~~added 512,000~~began the year strong, adding 214,000 and 275,000 jobs during January and February, respectively. However, the ~~second quarter~~arrival of ~~2019, with an average~~COVID-19 rapidly changed the economic outcome of ~~171,000~~the first quarter. On March 11, 2020, the World Health Organization announced that COVID-19 had become a pandemic. As the COVID-19 pandemic spread across the U.S. in March, many state governors instituted "stay-at-home" orders which temporarily required all non-essential businesses to work remotely or temporarily curtail operations. These orders, designed to help moderate the severity of the outbreak and its immediate impact on healthcare resources, ultimately had a substantial impact on the U.S. economy. The U.S. economy lost 870,000 jobs ~~over~~in the ~~past three months, below~~month of March. The increase of unemployment claims filed in April suggest that job losses in April will be more severe than the ~~12-month average of 192,000.~~ March decline.

In the near term, gains in employment, real disposable income, and households’ net worth continue to be supportive of solid personal consumption expenditures growth. Consumer and business confidence is high, the unemployment rate remains low, and job growth holds steady.

~~In June,~~March 2020, the Federal ~~Open Market Committee maintained~~Reserve enacted multiple emergency actions in response to the ~~target range for~~economic disruption caused by the COVID-19 pandemic. These actions, such as lowering the federal funds ~~rate at 2.25%-2.50%.~~to 0.00%-0.25% and committing to purchase an unlimited amount of Treasury bonds and agency MBS, have kept the credit markets functioning. The ~~Committee is closely monitoring inflation and incoming labor market data~~broad array of actions aggregate to ~~understand~~ the ~~trajectory~~largest fiscal stimulus in history, constituting over 10% of U.S. GDP. The Federal Reserve has consistently signaled that it will continue to take aggressive measures to support the U.S. economy ~~and has a primary objective of sustaining~~through the ~~current economic cycle.~~COVID-19 pandemic.

Real Estate Market Conditions and Outlook

Commercial real estate conditions ~~remained steady throughout~~began to show the ~~second~~impact of the COVID-19 pandemic in first quarter ~~2019.~~of 2020, though results are largely insulated by strong performance carried forward from previous quarters. According to CB Richard Ellis Econometric Advisors ("CBRE-EA"), markets with a sizable public sector or an established technology presence will best absorb the shocks to their local economies, while tourism hubs like Orlando and Las Vegas are most likely to have a longer lasting negative impact from the COVID-19 pandemic.

Real estate market conditions are expected to deteriorate in the near term. Real estate transactions are expected to slow significantly until the long-term impact of the COVID-19 pandemic on the U.S. economy is fully understood and economic conditions stabilize. As the root causes of the decline are not considered structural, there is cautious optimism that conditions may recover at a quicker pace than after the financial crisis of 2007-2009.

While real estate across the country is likely to undergo distress in the near-term, the Account benefits from its ample liquidity resources, which allow the Account to weather economic downturns without liquidating properties at

suboptimal pricing. Property pricing as calculated by the Green Street Advisor Commercial Property Price Index (“CPPI”), property prices rose 0.2% during the second quarter and 1.8% on a year-over-year basis. According to preliminary estimates from Real Capital Analytics, sales of office, industrial, retail, and multi-family properties totaled $112.7 billion during second quarter 2019, a 5.5% increase decreased by 1.4% from the ~~same period one year earlier.~~

prior quarter. For the quarter ending ~~June 30, 2019,~~March 31, 2020, the ~~NCREIF Fund Index Open-End Diversified Core Equity (NFI-ODCE) Equal Weight total return, net of fees, decreased during the second quarter to 1.12%, from 1.48% in the first quarter. The Account's~~Account’s directly held real estate assets generated a ~~1.66% total~~ return of 1.10%.

The outbreak of the COVID-19 pandemic and the subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the ~~second quarter. Total returns were positive for~~quarter ended March 31, 2020. The worldwide spread of the 37^th ~~consecutive quarter.~~

~~Occupancy~~COVID-19 pandemic has created significant uncertainty in the global economy. At this time the Account reasonably expects tenants will request certain rent relief and lease modifications as a result of the pandemic; however, such requests have not been significant as of March 31, 2020. The duration and extent of COVID-19 over the long-term cannot be reasonably estimated at this time. The ultimate impact of the COVID-19 pandemic and the extent to which the COVID-19 pandemic impacts the Account’s ~~properties averaged 92.7% for the second quarter~~business, results of ~~2019 as compared~~operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to ~~92.0% in the previous quarter.~~ predict.

Data for the Account’s top five markets in terms of ~~fair~~market value as of ~~June 30, 2019~~March 31, 2020 are provided below. ~~These~~The five markets presented below represent ~~nearly half~~43.2% of the Account’s total real estate portfolio. Across all markets, the Account’s properties are 91.6% leased.


Top 5 Metro Areas by Fair Market Value(1)	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	Account % Leased Fair Value Weighted⁽²⁾	Number of Property Investments	Metro Area Fair Value as a % of Total RE Portfolio⁽³⁾	Metro Area Fair Value as a % of Total Investments
New York-Jersey City-White Plains, NY-NJ	90.1%	14	10.4%	8.2%
Washington-Arlington-Alexandria, DC-VA-MD-WV	88.5%	13	10.4%	8.2%	82.0%	17	10.9%	9.3%
Los Angeles-Long Beach-Glendale, CA	93.4%	15	9.2%	7.2%	93.8%	16	10.4%	8.9%
San Francisco-Redwood City-South San Francisco, CA	93.5%	8	6.5%	5.1%
Boston, MA	92.4%	6	5.7%	4.5%
New York-Jersey City-White Plains, NY-NJ					81.0%	12	7.8%	6.7%
Boston-Cambridge-Newton, MA-NH					89.5%	8	7.6%	6.5%
San Francisco-Oakland-Hayward, CA					85.6%	10	6.5%	5.5%


* ⁽¹⁾	The table above has been standardized to depict metropolitan statistical area ("MSA") definitions. Prior iterations of this table presented metropolitan divisions, which represent a subset of the larger MSA.


⁽²⁾	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.


** ⁽³⁾	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 is historically driven by~~As the COVID-19 pandemic spread across the country, many state and local governments instituted "stay-at-home" orders requiring employees to work remotely. The rapid onset of the outbreak caused companies ~~involved~~to significantly reduce the number of on-site employees in a matter of days. Social distancing efforts are likely to continue across the ~~professional and business services sector, with technology-related companies included within this classification. The sector added 130,000 jobs during~~country in the second quarter, especially in gateway cities such as New York and Los Angeles. Moreover, even as government restrictions are eased, employers will likely be cautious in returning employees to offices, especially if telecommuting proves an effective alternative. As of March 31, 2020, the Account's rents from office tenants were not materially affected, but the duration of the COVID-19 pandemic remains unknown, and its continued effect on the economy significantly increases the likelihood that tenants will undergo financial distress.

The impact of the COVID-19 pandemic on vacancies is not likely to be observed until the latter half of 2020. Vacancy nationwide increased from 12.1% in the fourth quarter of 2019 ~~with the financial services sector contributing an additional 18,000 jobs. Driven by declining suburban vacancy rates, vacancy nationwide decreased from 12.5%~~to 12.3% in the first quarter of ~~2019 to 12.2% in the second quarter of 2019,~~2020, as reported by ~~CB Richard Ellis Econometric Advisors ("CBRE-EA").~~CBRE-EA. Vacancies ~~continue to trend lowest~~have risen most notably in ~~cities~~geographic locations with significant ~~technology or research~~ exposure ~~(e.g., San Francisco, Seattle)~~to oil and gas (e.g,. Houston, Dallas). The vacancy rate ~~for~~of the Account’s office portfolio ~~decreased~~increased to ~~13.0%~~14.0% in the ~~second~~first quarter ~~of 2019~~ as compared to ~~13.9%~~11.9% in the prior quarter, driven primarily by a large scheduled lease expiration at one of the Account's properties in the San Francisco metro area. The vacant space is already under contract with the new lease beginning in May 2020. The increase in the Boston vacancy rate was also caused by a scheduled lease expiration. Demand for office space in the Boston metro area has been strong over the last several quarters, but the COVID-19 pandemic introduces an unknown variable into the leasing environment that could cause the lease-up ~~of vacant space at the Account's largest office property in the Washington D.C. metro area. Vacancy within the Washington D.C. metro area is now in line with the market average. An~~process to slow. 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 ~~move forward.~~continue. Moreover, as the New York metro area was severely impacted by the COVID-19 pandemic, vacancy rates in the region may remain elevated for a longer duration depending on the continued effects of the COVID-19 pandemic.


					Account Square Foot Weighted Average Vacancy				Market Vacancy*								Account Square Foot Weighted Average Vacancy				Market Vacancy⁽²⁾
Top 5 Office Metropolitan Areas(1)	Total Sector by Metro Area ($M)		% of Total Investments		2019 Q2		2019 Q1		2019 Q2		2019 Q1		Total Sector by Metro Area ($M)		% of Total Investments		Q1 2020		Q4 2019		Q1 2020		Q4 2019
Account / Nation					13.0	%	13.9	%	12.2	%	12.5	%					14.0	%	11.9	%	12.3	%	12.1	%
Boston-Cambridge-Newton, MA-NH													$	1,537.4	5.6	%	12.0	%	8.6	%	9.0	%	8.8	%
Washington-Arlington-Alexandria, DC-VA-MD-WV	$	1,480.2	5.0	%	14.7	%	19.3	%	14.2	%	14.6	%	1,469.1		5.4	%	12.8	%	12.8	%	14.6	%	13.8	%
New York-Jersey City-White Plains, NY-NJ													1,208.5		4.4	%	32.8	%	28.2	%	8.7	%	8.7	%
San Francisco-Redwood City-South San Francisco, CA	1,294.2		4.4	%	4.3	%	3.2	%	5.1	%	5.2	%	1,039.9		3.8	%	13.8	%	1.1	%	5.8	%	5.2	%
Boston, MA	1,230.3		4.2	%	9.1	%	9.3	%	8.5	%	8.9	%
New York-Jersey City-White Plains, NY-NJ	1,204.9		4.1	%	25.3	%	24.7	%	9.0	%	9.2	%
Los Angeles-Long Beach-Glendale, CA	772.5		2.6	%	2.5	%	4.8	%	12.5	%	12.7	%	886.4		3.2	%	4.0	%	2.9	%	11.8	%	11.5	%


* ⁽¹⁾	The table above has been standardized to depict metropolitan statistical area ("MSA") definitions. Prior iterations of this table presented metropolitan divisions, which represent a subset of the larger MSA.


⁽²⁾	Source: CBRE-EA. Market vacancy is ~~defined as~~ the percentage of space ~~vacant. The Account’s~~available for rent. Account 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~~all of which have been negatively impacted by the COVID-19 pandemic. Economists are projecting that U.S. GDP will likely suffer a large contraction in the second quarter of 2020. Declines in consumer spending as a result of job losses and government "stay-at-home" orders have caused and will continue to cause industrial production to slow. There is some optimism that the economy will rebound quickly after reaching its trough (commonly known as a "V" shaped recovery), but the possibility of a long duration recession (commonly known as a "U" shaped recovery) exists. Despite an unfavorable near-term outlook, when compared to the four core real estate sectors, the industrial sector is best positioned to weather the economic volatility. Demand for industrial space was robust coming into 2020, and while

new supply has likewise been strong, vacancy was continuing to decline due to excess demand. Additionally, the COVID-19 pandemic is accelerating the long-term shift to e-commerce, ~~sales.~~which has been a key factor driving industrial demand over the last several years. As of March 31, 2020, the Account's rents from industrial tenants were not materially affected, but the duration of the COVID-19 pandemic remains unknown, and its continued effect on the economy increases the likelihood that some tenants may undergo financial distress.

The impact of the COVID-19 pandemic on vacancies is not likely to be observed until the latter half of 2020. The national industrial availability rate increased ~~for the first time after nearly nine years of consecutive declines,~~ from ~~7.0%~~7.2% in the prior quarter to ~~7.1%~~7.3% in ~~second~~the first quarter of ~~2019. Vacancy is expected~~2020, as reported by CBRE-EA.Vacancies are highest in geographic locations with significant exposure to ~~hover around current rates in the near term, as the gap between supply~~oil and demand is normalizing. The sector is in favorable health overall, as American consumer spending continues to show strength in the near term, GDP remains steady, and fears of an escalating trade war between the United States and China and other trade partners have receded to some degree. Trade protectionist measures, both enacted and threatened, remain a potential headwind to the sector's long term growth, but the overall fundamentals of the sector remain strong.gas (e.g,. Houston, Dallas). The average vacancy rate of the Account’s industrial properties ~~decreased~~increased to ~~4.9%~~6.1% in the ~~second~~first quarter of ~~2019~~2020 from ~~7.0%~~4.7% in the previous quarter, primarily driven by space coming available at one of the ~~inception of new leases at~~Account's properties in the ~~Fort Lauderdale~~Washington, DC metro area. ~~Vacancy~~Capital improvements are taking place at the property to increase the value of the space to potential tenants. Elevated vacancy in the ~~Fort Lauderdale~~Houston metro area is ~~now below~~likely to persist over the ~~market average. Vacancy~~near term, as depressed oil prices have caused a stall in the the Dallas and Los Angeles metro areas continued to improve as former tenants on month-to-month or similar short-term leases vacated the property and were replaced with leases of a longer duration at market rates.

local leasing environment.

Account Square
Foot Weighted
Average Vacancy Market
Vacancy*
Top 5 Industrial Metropolitan Areas Total Sector
by Metro Area
($M) % of Total
Investments 2019 Q2 2019 Q1 2019 Q2 2019 Q1
Account / Nation 4.9 % 7.0 % 7.1 % 7.0 %
Riverside-San Bernardino-Ontario, CA $ 915.6
3.1 % 0.0 % 0.0 % 5.4 % 5.5 %
Tacoma-Lakewood, WA 375.6
1.3 % 1.4 % 2.0 % 5.8 % 5.5 %
Los Angeles-Long Beach-Glendale, CA 375.0
1.3 % 3.2 % 7.4 % 3.8 % 4.6 %
Dallas-Plano-Irving, TX 296.4
1.0 % 6.6 % 10.4 % 8.8 % 9.2 %
Fort Lauderdale-Pompano Beach-Deerfield Beach, FL 289.6
1.0 % 1.1 % 13.4 % 7.0 % 6.7 %



					Account Square Foot Weighted Average Vacancy				Market Vacancy⁽²⁾
Top 5 Industrial Metropolitan Areas⁽¹⁾	Total Sector by Metro Area ($M)		% of Total Investments		Q1 2020		Q4 2019		Q1 2020		Q4 2019
Account / Nation					6.1	%	4.7	%	7.3	%	7.2	%
Riverside-San Bernardino-Ontario, CA	$	987.2	3.6	%	0.0	%	0.0	%	6.2	%	6.2	%
Seattle-Tacoma-Bellevue, WA	409.6		1.5	%	3.3	%	2.9	%	5.2	%	5.3	%
Los Angeles-Long Beach-Anaheim, CA	384.2		1.4	%	4.5	%	5.1	%	5.3	%	4.5	%
Dallas-Fort Worth-Arlington, TX	337.3		1.2	%	8.8	%	8.5	%	8.5	%	8.2	%
Houston-The Woodlands-Sugar Land, TX	273.2		1.0	%	19.7	%	16.0	%	10.4	%	9.7	%


* ⁽¹⁾	The table above has been standardized to depict MSA definitions. Prior iterations of this table presented metropolitan divisions, which represent a subset of the larger MSA.


⁽²⁾	Source: CBRE-EA. Market ~~availability~~vacancy is the percentage of space available for rent. Account vacancy is the square foot-weighted percentage of unleased space. ~~CBRE-EA considers Tacoma part of the Seattle industrial market. Market vacancy rates reflect the Seattle-Tacoma total.~~

Multi-Family

Apartment demand is driven by a combination of economic and demographic forces including job growth, household formations, and changes in the U.S. homeownership rate. The COVID-19 pandemic resulted in an economic shock to some U.S. renters in the first quarter, especially those employed by non-essential businesses with limited abilities to telecommute. Job losses and furloughs quickly accelerated across the country in March and April as some companies were forced to temporarily suspend or significantly limit operations to slow the outbreak. The economic shock has been most pronounced on low and middle-income renters, who are less likely to have savings or access to credit to soften the blow when income from employment is lost. The federal government funded several programs in the first quarter to partially offset the financial impact of the COVID-19 pandemic, the most notable actions to low and middle-income renters being a one-time direct payment of $1,200 to every qualifying taxpayer (with an additional $500 for every child) and an emergency increase of $600 per week to those collecting unemployment benefits. While these actions have partially offset some of the negative impact of the COVID-19 pandemic, renters that find themselves out of work or underemployed will continue to be financially challenged so long as businesses remain closed. As of March 31, 2020, the Account's rents from multifamily tenants were not materially affected by the COVID-19 pandemic; however, the duration of the COVID-19 pandemic remains unknown, and its continued effect on the economy increases the likelihood that some tenants may undergo financial distress.

The impact of the COVID-19 pandemic on vacancies is not likely to be observed until the latter half of 2020. The national apartment vacancy rate ~~decreased~~increased from ~~4.4%~~4.3% in the prior quarter to ~~4.1%~~4.5% in ~~second~~first quarter of ~~2019. Deliveries~~2020, as reported by RealPage, Inc. The sector has long benefited from strong fundamentals, such as a tight labor market and a long-term trend of ~~new apartments continue~~first-time buyers delaying home ownership and renting for longer than historical precedent. However,

the COVID-19 pandemic is causing the labor market to change rapidly, and multifamily demand will likely cool over the next several months and rising vacancies are expected. Student housing properties may be ~~absorbed well in most markets, and market rents have risen accordingly,~~ especially ~~among units priced for moderate incomes. However, market conditions in the sector are softening, and increased rent concessions are expected in the coming months.~~challenged until universities authorize students returning to campus. The vacancy rate of the Account’s apartment properties increased to ~~6.6%~~7.3% in the ~~second~~first quarter of ~~2019~~2020 as compared to ~~6.1%~~7.0% in the prior quarter. ~~The increase was driven by renovations taking place~~Renovations are proceeding at several properties in the Account's portfolio, including some in the Washington, Los Angeles and Denver metro areas. The renovation efforts are expected to enhance the ~~marketability and~~ long-term value of the impacted ~~properties.~~properties, but vacancy in these metro areas may persist above the market averages in the near-term while renovations continue.


					Account Units Weighted Average Vacancy				Market Vacancy*								Account Units Weighted Average Vacancy				Market Vacancy⁽²⁾
Top 5 Apartment Metropolitan Areas(1)	Total Sector by Metro Area ($M)		% of Total Investments		2019 Q2		2019 Q1		2019 Q2		2019 Q1		Total Sector by Metro Area ($M)		% of Total Investments		Q1 2020		Q4 2019		Q1 2020		Q4 2019
Account / Nation					6.6	%	6.1	%	4.1	%	4.4	%					7.3	%	7.0	%	4.5	%	4.3	%
Washington-Arlington-Alexandria, DC-VA-MD-WV	$	772.1	2.6	%	7.0	%	6.3	%	4.2	%	4.3	%	$	760.0	2.8	%	6.7	%	7.1	%	4.1	%	4.0	%
Los Angeles-Long Beach-Glendale, CA	698.0		2.4	%	9.0	%	8.7	%	3.7	%	3.6	%
New York-Jersey City-White Plains, NY-NJ	523.9		1.8	%	4.1	%	2.3	%	3.3	%	3.3	%
Los Angeles-Long Beach-Anaheim, CA													699.1		2.6	%	8.0	%	7.0	%	3.9	%	3.7	%
Miami-Fort Lauderdale-West Palm Beach, FL													577.9		2.1	%	8.4	%	7.4	%	3.8	%	3.8	%
Denver-Aurora-Lakewood, CO	411.9		1.4	%	9.4	%	8.9	%	4.8	%	5.3	%	422.3		1.5	%	8.9	%	7.0	%	5.3	%	5.1	%
San Diego-Carlsbad, CA	322.3		1.1	%	3.4	%	4.0	%	3.6	%	3.9	%
New York-Newark-Jersey City, NY-NJ-PA													364.6		1.3	%	0.7	%	1.8	%	2.3	%	2.5	%


* ⁽¹⁾	The table above has been standardized to depict MSA definitions. Prior iterations of this table presented metropolitan divisions, which represent a subset of the larger MSA.


⁽²⁾	Source: ~~CBRE-EA.~~ RealPage. Market vacancy is the percentage of units vacant. The Account’s vacancy is the percentage of unleased units.

Retail

~~Retail~~While all core real estate sectors have been negatively impacted by the COVID-19 pandemic, the impact to the retail sector has been especially pronounced. State governments across the country have caused all "non-essential" retail to close temporarily, and even retail outlets deemed essential must adhere to social distancing criteria that limit the amount of consumers in stores. Non-essential retail has varying definitions across the country, but the definition typically includes vendors of specialty merchandise (e.g., furniture, beauty, electronics), entertainment venues, dine-in restaurants, and bars. Non-essential retail outlets have attempted to find alternative ways to deliver products to customers through e-commerce solutions, but retail is still highly dependent on customer traffic in stores to generate revenue. As the COVID-19 pandemic continues to impose significant financial difficulties for traditional retailers, certain of our tenants may be unable to continue as going concerns, which would unfavorably impact our business and results of operations. Traditional retail was facing ongoing challenges from e-commerce platforms long before the COVID-19 pandemic, and the pandemic will only accelerate this shift in consumer preferences. If such a shift occurs, there may be a decrease in demand infor traditional retail space. As of March 31, 2020, rents from the Account's ~~portfolio is driven by U.S. consumers, whose willingness to spend directly correlates with retailers' need~~retail tenants were not materially affected, but requests for ~~domestic rental space. Preliminary data from~~relief were more common among retail tenants than other sectors. The duration of the ~~U.S. Census Bureau indicate~~COVID-19 pandemic remains unknown, and its continued effect on the economy increases the likelihood that retail sales excluding motor vehicles and parts increased 1.7% in the second quarter of 2019 and 3.3% on a year-over-year basis. The retail leasing market is increasingly competitive, as the pool of retailers leasing space shrinks due to the long-term trend of consumers moving to digital platforms for retail spending instead of through traditional brick-and-mortar outlets. Retail properties that are older, located in suboptimal locations, or have significant exposure to low quality tenants ~~are especially compromised as the market evolves, but well-positioned properties have shown resiliency due to~~may undergo continued ~~demand for premier retail space.~~ financial distress.

The Account's retail portfolio is composed primarily of high-end lifestyle shopping centers and regional malls in large metropolitan or tourist centers. ~~Moreover, the~~The retail portfolio is managed to minimize significant exposure to any single retailer. The ~~vacancy rate for the~~Account has over 1,100 retailers across its portfolio, with its largest retail exposure comprising less than 3.5% of total retail rentable area. The Account’s retail ~~portfolio~~vacancy increased to ~~6.7%~~6.6% in the ~~second~~first quarter of ~~2019~~2020 from ~~6.5%~~6.1% in the prior quarter ~~attributed~~due to scheduled lease

~~expirations at several retail properties within~~ expirations. Redeployment of the ~~portfolio. New tenants to fill this recently~~ vacated space ~~have largely been identified, with many of the prospective tenants already under contract and scheduled to begin their leases~~may be challenging in the ~~coming months.~~near term due to unfavorable market conditions caused by the COVID-19 pandemic.


					Account Units Weighted Average Vacancy				Market Vacancy*								Account Units Weighted Average Vacancy				Market Vacancy⁽¹⁾
	Total Sector by Metro Area ($M)		% of Total Sector		2019 Q2		2019 Q1		2019 Q2		2019 Q1		Total Exposure ($M)		% of Total Investments		Q1 2020		Q4 2019		Q1 2020		Q4 2019
National Retail					6.7	%	6.5	%	6.2	%	6.2	%
All Retail																	6.6	%	6.1	%	6.1	%	6.1	%
Lifestyle & Mall	$	2,500.3	57.8	%	4.5	%	5.9	%	5.3	%	5.0	%	$	2,365.5	8.6	%	6.5	%	5.3	%	5.5	%	5.4	%
Neighborhood, Community & Strip	1,231.7		28.5	%	8.9	%	7.5	%	8.8	%	8.8	%	1,580.4		5.8	%	7.0	%	7.1	%	8.7	%	8.6	%
Power Center**	594.8		13.7	%	4.6	%	2.5	%	7.1	%	7.0	%
Power Center⁽²⁾													628.8		2.3	%	3.9	%	5.3	%	6.9	%	7.0	%


⁽¹⁾	Source: CBRE-EA. Market vacancy is defined as the percentage of space available for rent. The Account’s vacancy is the square foot-weighted percentage of unleased space.


⁽²⁾	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.

* Source: CBRE-EA. ~~Market~~Hotel

The COVID-19 pandemic caused hotel revenues and occupancy to decline across the country at an unprecedented rate in the first quarter of 2020. As as result of government-imposed travel bans, business travel has been severely limited to those who must travel for essential reasons. As businesses begin to adapt to these restrictions and increasingly manage their affairs through virtual platforms, business travel may not reach levels seen before the COVID-19 pandemic in the near-term, which would continue to weigh on hotel demand and increase vacancy rates. Moroever, leisure travel is ~~defined~~virtually nonexistent due to widespread nonessential travel bans instituted by state governments, and such travel many not recover until a vaccine or effective treatments are developed for the COVID-19 virus. Luxury hotels have been especially impacted by the COVID-19 pandemic, as they are also exposed to lost revenue from the ~~percentage~~absence of ~~space~~conferences and similar events (e.g., weddings). Hotel operators have been required to significantly reduce expenses until occupancy returns, which has resulted in additional layoffs, furloughs, and temporary hotel closures. The duration of the COVID-19 pandemic remains unknown, and its continued effect on the economy increases the likelihood that hotel revenues and occupancy rates will continue to decline.

The Account's exposure to the hotel sector is limited to one hotel in the Dallas metro area. Key metrics to track hotel performance include occupancy, the average daily rate ("ADR") and revenue per available room ("RevPAR"). For the quarter ended March 31, 2020, occupancy of the property declined significantly to 20.3% as compared to 65.2% in the previous quarter. ADR and RevPAR were $135.21 and $27.44, respectively, for ~~rent. The Account’s vacancy is~~ the ~~square foot-weighted percentage~~first quarter of ~~unleased space.~~

** ~~The Power Center designation is reserved for properties with three or more anchor units. Anchor units are leased~~2020, as compared to ~~large retailers such as department stores, home improvement stores~~$129.76 and ~~warehouse clubs. Properties with~~$84.63, respectively, in the ~~Neighborhood, Community and Strip designation consist of two or less anchor units.~~prior quarter.

INVESTMENTS

As of ~~June 30, 2019,~~March 31, 2020, the Account held ~~78.5%~~85.2% of its total investments in real estate and real estate joint ventures. The Account also held investments in ~~government agency notes~~loans receivable including those with related parties representing ~~7.6%~~6.0% of total investments, U.S. Treasury securities representing ~~6.6% of total investments, loans receivable representing 3.7%~~2.7% of total investments, real estate-related equity securities representing ~~2.9%~~2.6%of total investments, corporate bonds representing 1.9% of total investments, real estate funds representing 1.3% of total investments, government agency notes representing 0.2% of total investments and ~~real estate limited partnerships~~municipal bonds representing ~~0.7%~~0.1% of total investments.

The outstanding principal on ~~mortgage~~ loans payable on the Account’s wholly-owned real estate portfolio as of ~~June 30, 2019~~March 31, 2020 was ~~$2.8~~$2.6 billion. The Account’s proportionate share of outstanding principal on ~~mortgage~~ loans payable within its joint venture investments was ~~$3.1~~$2.9 billion, which is netted against the underlying properties when determining the joint venture investment’s fair value presented on the Consolidated Schedules of Investments. ~~When the mortgage loans payable within the joint venture investments are considered, total~~Total outstanding principal on the Account’s portfolio as of ~~June 30, 2019~~March 31, 2020, inclusive of loans payable within the joint venture investments and $0.2 billion of loans outstanding on the unsecured line of credit, was ~~$5.9~~$5.7 billion, which represented a ~~loan to value~~loan-to-value ratio of ~~17.8%~~17.9%. ~~The Account has no active loans outstanding on the Line of Credit as of June 30, 2019.~~

Management believes that the Account’s real estate portfolio is diversified by location and property type. The Account’s largest investment, Fashion Show, located in Las Vegas, Nevada, represented 4.6% of total real estate investments and 3.7% of total investments. As discussed in the Account’s prospectus, 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 ~~could~~may reinvest any sale proceeds that it does not need to pay operating expenses or to meet debt service or redemption requests ~~(e.g.~~(e.g., participant withdrawals or benefit payments).

The following table lists the Account's ten largest investments as of ~~June 30, 2019.~~March 31, 2020. For information regarding the Account's diversification of real estate assets by region and property type, see Note 3—Concentrations of Risk.

																									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⁾	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	$	1,202.7	$	420.6	$	782.1	4.6%	3.7%	50%	Las Vegas	NV	Retail	$	1,006.0	$	417.9	$	588.1	3.9%	3.3%
SITE Centers Corp	85%	Various	U.S.A.	Retail	1,069.2		252.8		816.4		4.1%	3.3%
The Florida Mall	50%	Orlando	FL	Retail	925.4		158.9		766.5		3.5%	2.8%	50%	Orlando	FL	Retail	900.1		155.8		744.3		3.5%	3.0%
Simpson Housing Portfolio	80%	Various	U.S.A.	Apartment	789.8		395.9		393.9		3.0%	2.4%	80%	Various	U.S.A.	Apartment	826.8		383.4		443.4		3.2%	2.7%
1001 Pennsylvania Avenue	100%	Washington	D.C.	Office	787.5		319.5		468.0		3.0%	2.4%	100%	Washington	D.C.	Office	787.4		316.9		470.5		3.0%	2.6%
Colorado Center	50%	Santa Monica	CA	Office	623.3		268.0		355.3		2.4%	1.9%	50%	Santa Monica	CA	Office	632.7		269.9		362.8		2.4%	2.1%
Fourth and Madison	100%	Seattle	WA	Office	605.0		287.7		317.3		2.3%	1.9%
99 High Street	100%	Boston	MA	Office	513.0		275.3		237.7		2.0%	1.6%	100%	Boston	MA	Office	563.3		278.2		285.1		2.2%	1.9%
Ontario Industrial Portfolio	100%	Ontario	CA	Industrial	477.1		—		477.1		1.8%	1.5%	100%	Ontario	CA	Industrial	508.3		—		508.3		1.9%	1.7%
425 Park Avenue	100%	New York City	NY	Ground Lease	466.0		—		466.0		1.8%	1.4%
701 Brickell Avenue													100%	Miami	FL	Office	427.1		179.1		248.0		1.6%	1.4%
Lincoln Centre													100%	Dallas	TX	Office	421.4		—		421.4		1.6%	1.4%
Four Oaks Place													51%	Houston	TX	Office	420.7		81.8		338.9		1.6%	1.4%


⁽¹⁾	The Account's share of the fair value of the property investment, gross of debt.


⁽²⁾	Debt fair values are presented at the Account's ownership interest.


⁽³⁾	The Account's share of the fair value of the property investment, net of debt.


⁽⁴⁾	Total real estate portfolio is the aggregate fair value of the Account's wholly-owned properties and the properties held within a joint venture, gross of debt.

⁽⁵⁾

Total investments are the aggregate fair value of all investments held by the Account, gross of debt. Total investments, as calculated within this table, will vary from total investments, as calculated in the Account's Consolidated Schedule of Investments, as joint venture investments are presented in the Consolidated Schedules of Investments at their net equity position in accordance with ~~U.S. Generally Accepted Accounting Principals ("GAAP").~~previously defined GAAP.

Results of Operations

~~Six~~Three months ended ~~June 30, 2019~~March 31, 2020 compared to ~~six~~three months ended ~~June 30, 2018~~March 31, 2019

Net Investment Income

The following table shows the results of operations for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ and the dollar and percentage changes for those periods (dollars in millions, unaudited).


	For the Six Months Ended June 30,				Change					For the Three Months Ended March 31,				Change
	2019		2018		$			%		2020		2019		$			%
INVESTMENT INCOME
Real estate income, net:
Rental income	$	541.0	$	549.4	$	(8.4	)	(1.5	)%	$	299.7	$	262.6	$	37.1		14.1	%
Real estate property level expenses:
Operating expenses	117.3		113.2		4.1			3.6	%	69.2		59.2		10.0			16.9	%
Real estate taxes	92.0		89.9		2.1			2.3	%	50.1		46.6		3.5			7.5	%
Interest expense	53.0		52.4		0.6			1.1	%	24.3		25.7		(1.4		)	(5.4	)%
Total real estate property level expenses	262.3		255.5		6.8			2.7	%	143.6		131.5		12.1			9.2	%
Real estate income, net	278.7		293.9		(15.2		)	(5.2	)%	156.1		131.1		25.0			19.1	%
Income from real estate joint ventures and limited partnerships	109.5		120.5		(11.0		)	(9.1	)%
Income from real estate joint ventures and funds										55.2		49.7		5.5			11.1	%
Interest	86.2		42.5		43.7			N/M		42.5		41.1		1.4			3.4	%
Dividends	11.6		22.0		(10.4		)	(47.3	)%	4.5		4.4		0.1			2.3	%
TOTAL INVESTMENT INCOME	486.0		478.9		7.1			1.5	%	258.3		226.3		32.0			14.1	%
Expenses:
Investment management charges	36.3		32.4		3.9			12.0	%	17.2		19.5		(2.3		)	(11.8	)%
Administrative charges	25.5		26.7		(1.2		)	(4.5	)%	11.7		13.3		(1.6		)	(12.0	)%
Distribution charges	16.6		14.0		2.6			18.6	%	7.6		7.9		(0.3		)	(3.8	)%
Mortality and expense risk charges	0.7		0.6		0.1			16.7	%	0.3		0.3		—			—	%
Liquidity guarantee charges	26.1		24.7		1.4			5.7	%	16.2		12.9		3.3			25.6	%
TOTAL EXPENSES	105.2		98.4		6.8			6.9	%	53.0		53.9		(0.9		)	(1.7	)%
INVESTMENT INCOME, NET	$	380.8	$	380.5	$	0.3		0.1	%	$	205.3	$	172.4	$	32.9		19.1	%

The following table illustrates and compares rental income, operating expenses and real estate taxes for properties held by the Account for the ~~six~~three months ended ~~June 30th for each year shown below, "same property," as compared to the~~March 31, 2020 and 2019. The comparative increases or decreases associated with the acquisition and disposition of properties made in either period is compared to "same property" (dollars in millions, unaudited).


	Rental Income									Operating Expenses									Real Estate Taxes									Rental Income									Operating Expenses									Real Estate Taxes
					Change									Change									Change									Change									Change									Change
	2019		2018		$			%		2019		2018		$			%		2019		2018		$			%		2020		2019		$			%		2020		2019		$			%		2020		2019		$			%
Same Property	$	489.3	$	481.6	$	7.7		1.6	%	$	104.2	$	101.4	$	2.8		2.8	%	$	82.3	$	80.7	$	1.6		2.0	%	$	248.1	$	229.5	$	18.6		8.1	%	$	56.0	$	51.7	$	4.3		8.3	%	$	43.4	$	42.5	$	0.9		2.1	%
Properties Acquired	50.1		9.2		40.9			N/M		12.4		2.0		10.4			N/M		9.4		1.8		7.6			N/M		48.6		4.4		44.2			N/M		12.6		1.0		11.6			N/M		6.4		0.8		5.6			N/M
Properties Sold	1.6		58.6		(57.0		)	N/M		0.7		9.8		(9.1		)	N/M		0.3		7.4		(7.1		)	N/M		3.0		28.7		(25.7		)	(89.5	)%	0.6		6.5		(5.9		)	(90.8	)%	0.3		3.3		(3.0		)	N/M
Impact of Properties Acquired/Sold	51.7		67.8		(16.1		)	N/M		13.1		11.8		1.3			N/M		9.7		9.2		0.5			N/M		51.6		33.1		18.5			N/M		13.2		7.5		5.7			N/M		6.7		4.1		2.6			N/M
Total Property Portfolio	$	541.0	$	549.4	$	(8.4	)	(1.5	)%	$	117.3	$	113.2	$	4.1		3.6	%	$	92.0	$	89.9	$	2.1		2.3	%	$	299.7	$	262.6	$	37.1		14.1	%	$	69.2	$	59.2	$	10.0		16.9	%	$	50.1	$	46.6	$	3.5		7.5	%

N/M—Not meaningful

Rental Income:

Rental income ~~decreased~~increased by ~~$8.4~~$37.1 million, or ~~1.5%~~14.1%, ~~primarily~~ due to net ~~disposition activity. Rental income of properties held through both comparative periods increased $7.7 million, or 1.6%, driven by~~acquisition activity paired with rising market rents and reduced rental concessions, most notably ~~among~~across the office sector. Market rents in the office, industrial and ~~office properties in California.~~apartment sectors have continued to trend upward over the last several consecutive quarters, but retail market rents have largely remained flat over the same period.

Operating Expenses:

Operating expenses increased ~~$4.1~~$10.0 million, or ~~3.6%~~16.9%, primarily driven by ~~rising costs charged by vendors providing services~~net acquisition activity. Increases in operating expense were effectively flat across the portfolio; however, the office sector experienced a small increase over the comparable period of the prior year due to ~~the Account's properties, most notably~~expenses for storm damage incurred at a property. Also, slight increases in the ~~office sector. Continued tightening in the U.S. labor market is driving wages upward, causing vendors~~apartment sector expenses are attributed to ~~raise pricing~~rising prices for services ~~such as maintenance and groundskeeping.~~rendered to maintain the properties.

Real Estate Taxes:

Real estate taxes increased ~~$2.1~~$3.5 million, or ~~2.3%~~7.5%, ~~driven by rising property values across the portfolio, most notably within the office sector.~~due to net acquisition activity.

Interest Expense:

Interest expense ~~increased $0.6~~decreased $1.4 million, or ~~1.1%~~5.4%, as a result of ~~higher~~lower average outstanding principal balances on ~~mortgage~~ loans payable paired with lower interest rates, as compared to the same period in ~~2018.~~2019.

Income from Real Estate Joint Ventures and ~~Limited Partnerships:~~Funds:

Income from real estate joint ventures and ~~limited partnerships decreased $11.0~~funds increased $5.5 million, or ~~9.1%~~11.1%, aswhich was attributed to a ~~result~~larger average portfolio of ~~net dispositions~~joint ventures paired with ~~the impact~~a larger portfolio of lower distributions from the Account's retail joint venture investments. Although distributed income declined, undistributed income had a comparable increase during the period such that the change in overall income generated by the joint ventures was flat. Undistributed income is anticipated to be distributed to the Account in future quarters.real estate funds.

Interest and Dividend Income:

Interest income increased ~~$43.7~~$1.4 million due to ~~interest earned on a larger loan~~the Account's growing loans receivable portfolio, ~~in 2019 as compared to the same period in 2018 paired with an increase~~which was slightly offset by a reduction in interest ~~earned on the Account's government agency notes and U.S. Treasuries due to higher interest rates.~~income from short-term securities. Dividend income ~~decreased $10.4~~increased $0.1 million, ~~due to a smaller REIT portfolio held in 2019 as~~remaining relatively flat when compared to the ~~same period in 2018.~~first quarter of 2019.

Expenses:

Investment management, administrative and distribution ~~charges~~costs are ~~costs~~ charged to the Account associated with managing the Account. Investment management 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. 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. These expenses ~~increased $5.3~~decreased $4.2 million ~~or 7.3%,~~ from the comparable period of ~~2018~~2019, as a result of increased costs related to asset management, primarily driven by an increase in the level of transaction activity by the Account (e.g., real estate purchases and sales). The overall increase was partially offset by reductions in expenses related to information technology.

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 ~~$1.5~~$3.3 million ~~or 5.9%,~~ as a result of an increase in ~~the~~ net assets of the Account from the comparative ~~period.~~period paired with a four basis point increase to the expense charge for the liquidity guarantee which was effective August 1, 2019.

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

The following table shows the net realized and unrealized gains and losses on investments and ~~mortgage~~ loans payable for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ and the dollar and percentage changes for those periods (dollars in millions, unaudited).

For the Six Months Ended June 30, Change
2019 2018 $ %
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties $ —
$ 43.6
$ (43.6 ) N/M
Real estate joint ventures and limited partnerships (43.7 ) 0.2
(43.9 ) N/M
Marketable securities 253.1
6.9
246.2
N/M
Total realized gain on investments: 209.4
50.7
158.7
N/M
Net change in unrealized appreciation (depreciation) on:
Real estate properties 244.2
54.7
189.5
N/M
Real estate joint ventures and limited partnerships 43.7
92.3
(48.6 ) N/M
Marketable securities (17.5 ) 6.9
(24.4 ) N/M
Loans receivable (2.8 ) —
(2.8 ) N/M
Mortgage loans payable (66.3 ) 55.2
(121.5 ) N/M
Net change in unrealized appreciation on investments and mortgage loans payable 201.3
209.1
(7.8 ) (3.7 )%
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE $ 410.7
$ 259.8
$ 150.9
N/M



	For the Three Months Ended March 31,						Change
	2020			2019			$			%
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties	$	(59.2	)	$	—		$	(59.2	)	N/M
Real estate joint ventures and funds	(460.3		)	5.1			(465.4		)	N/M
Marketable securities	35.2			141.0			(105.8		)	(75.0	)%
Loans receivable	(1.6		)	—			(1.6		)	N/M
Total realized (loss) gain on investments:	(485.9		)	146.1			(632.0		)	N/M
Net change in unrealized appreciation (depreciation) on:
Real estate properties	196.7			73.9			122.8			N/M
Real estate joint ventures and funds	300.5			2.5			298.0			N/M
Marketable securities	(230.8		)	76.3			(307.1		)	N/M
Loans receivable	(10.6		)	1.2			(11.8		)	N/M
Loans receivable with related parties	(0.5		)	—			(0.5		)	N/M
Loans payable	45.7			(29.6		)	75.3			N/M
Net change in unrealized appreciation on investments and loans payable	301.0			124.3			176.7			N/M
NET REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS AND LOANS PAYABLE	$	(184.9	)	$	270.4		$	(455.3	)	N/M

N/M—Not meaningful

Real Estate Properties, Joint Ventures and ~~Limited Partnerships:~~Funds:

Net realized ~~gains~~losses in the Account are primarily attributed to the ~~sale~~transfer of ~~wholly-owned investments. See the~~ ~~Recent Transactions~~ ~~section herein for additional disclosure regarding the sale of the Account’s real estate property~~ investments ~~in the second quarter of 2019.~~

~~Real Estate Properties:~~

Wholly-owned real estate investments experienced net realized and unrealized gains of $244.2 million during the six months ended June 30, 2019 compared to $98.3 million during the comparable period of 2018. Appreciation is primarily concentrated within the industrial and office sectors, with the most notable gains occurring in California. Specific California submarkets, such as Los Angeles and San Francisco, continue to be favored by domestic and foreign institutional investors. These cities have limited opportunities for new construction in favorable locations, and demand continues to increase, allowing market rents and pricing to reach new heights.

~~Real Estate Joint Ventures and Limited Partnerships:~~

~~Realized and unrealized gains of real estate~~from joint ventures ~~and limited partnerships net~~ to zero for the six months ended June 30, 2019, compared to $92.5 million during the comparable period of 2018. Similar to the wholly-owned portfolio, office joint ventures in California have been the strongest performers in 2019; however, the appreciation generated by these office investments was offset by declines in the fair values of the Account's largest retail joint ventures. Rising investor caution to overexposure in retail is tempering pricing among the largest investments in the sector. Moreover, market rents in the retail sector are leveling as lessors navigate an increasingly competitive market for high-quality tenants.

~~Marketable Securities:~~

The Account’s marketable securities experienced net realized and unrealized gains of $235.6 million during the six months ended June 30, 2019 compared to net realized and unrealized gains of $13.8 million during the comparable period of 2018. The performance of the Account's REIT portfolio was in line with the FTSE NAREIT All Equity REITs Index in both periods. Additionally, as of June 30, 2019, the Account held $4.2 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.

~~Loans Receivable:~~

Loans receivable experienced an unrealized loss of $2.8 million during the six months ended June 30, 2019 compared to no gain or loss during the comparable period of 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.

~~Mortgage Loans Payable:~~

Mortgage loans payable experienced an unrealized loss of $66.3 million during the six months ended June 30, 2019 compared to a $55.2 million unrealized gain during the comparable period of 2018. The changes in both periods were consistent with the directional movement of U.S. Treasury rates.

~~Net Investment Income~~

~~The following table shows the results of operations for the three months ended June 30, 2019 and 2018 and the dollar and percentage changes for those periods (dollars in millions, unaudited).~~

For the Three Months Ended June 30, Change
2019 2018 $ %
INVESTMENT INCOME
Real estate income, net:
Rental income $ 278.4
$ 277.4
$ 1.0
0.4 %
Real estate property level expenses:
Operating expenses 58.1
55.9
2.2
3.9 %
Real estate taxes 45.4
45.0
0.4
0.9 %
Interest expense 27.3
28.6
(1.3 ) (4.5 )%
Total real estate property level expenses 130.8
129.5
1.3
1.0 %
Real estate income, net 147.6
147.9
(0.3 ) (0.2 )%
Income from real estate joint ventures and limited partnerships 59.8
65.6
(5.8 ) (8.8 )%
Interest 45.1
24.4
20.7
N/M
Dividends 7.2
12.3
(5.1 ) (41.5 )%
TOTAL INVESTMENT INCOME 259.7
250.2
9.5
3.8 %
Expenses:
Investment management charges 16.8
17.8
(1.0 ) (5.6 )%
Administrative charges 12.2
11.9
0.3
2.5 %
Distribution charges 8.7
7.1
1.6
22.5 %
Mortality and expense risk charges 0.4
0.3
0.1
33.3 %
Liquidity guarantee charges 13.2
12.5
0.7
5.6 %
TOTAL EXPENSES 51.3
49.6
1.7
3.4 %
INVESTMENT INCOME, NET $ 208.4
$ 200.6
$ 7.8
3.9 %

The following table illustrates and compares rental income, operating expenses and real estate taxes for properties held by the Account for the three months ended June 30th for each year shown below, "same property," as compared to the comparative increases or decreases associated with the acquisition and disposition of properties made in either period (dollars in millions, unaudited).

Rental Income Operating Expenses Real Estate Taxes
Change Change Change
2019 2018 $ % 2019 2018 $ % 2019 2018 $ %
Same Property $ 250.9
$ 244.6
$ 6.3
2.6 % $ 51.5
$ 50.0
$ 1.5
3.0 % $ 35.7
$ 35.8
$ (0.1 ) (0.3 )%
Properties Acquired 26.9
7.2
19.7
N/M
6.4
1.7
4.7
N/M
9.4
1.8
7.6
N/M
Properties Sold 0.6
25.6
(25.0 ) N/M
0.2
4.2
(4.0 ) N/M
0.3
7.4
(7.1 ) N/M
Impact of Properties Acquired/Sold 27.5
32.8
(5.3 ) N/M
6.6
5.9
0.7
N/M
9.7
9.2
0.5
N/M
Total Property Portfolio $ 278.4
$ 277.4
$ 1.0
0.4 % $ 58.1
$ 55.9
$ 2.2
3.9 % $ 45.4
$ 45.0
$ 0.4
0.9 %

~~N/M—Not meaningful~~

~~Rental Income:~~

Rental income increased by $1.0 million, or 0.4%, due to rising market rents and reduced rental concessions, most notably among office and industrial properties in California. Market rents in the office, industrial and apartment sectors have trended upward the last several consecutive quarters, but retail market rents have largely remained flat over the same period. These increases were partially offset by net disposition activity.

~~Operating Expenses:~~

Operating expenses increased $2.2 million, or 3.9%, primarily driven by rising costs charged by vendors providing services to the Account's properties, most notably in the office sector. Continued tightening in the U.S. labor market is driving wages upward, causing vendors to raise pricing for services such as maintenance and groundskeeping.

~~Real Estate Taxes:~~

~~Real estate taxes increased $0.4 million, or 0.9%, primarily due to net acquisition activity.~~

~~Interest Expense:~~

~~Interest expense decreased $1.3 million, or 4.5%, as a result of lower average outstanding principal balances on mortgage loans payable, as compared to the same period in 2018.~~

~~Income from Real Estate Joint Ventures and Limited Partnerships:~~

Income from real estate joint ventures and limited partnerships decreased $5.8 million, or 8.8%, as a result of net dispositions paired with the impact of lower distributions from the Account's retail joint venture investments. Although distributed income declined, undistributed income had a comparable increase during the period such that the change in overall income generated by the joint ventures was flat. Undistributed income is anticipated to be distributed to the Account in future quarters.

~~Interest and Dividend Income:~~

Interest income increased $20.7 million due to interest earned on a larger loan receivable portfolio in 2019 as compared to the same period in 2018 paired with an increase in interest earned on the Account's government agency notes and U.S. Treasuries due to higher interest rates. Dividend income decreased $5.1 million due to a smaller REIT portfolio held in 2019 as compared to the same period in 2018.

~~Expenses:~~

Investment management, administrative and distribution charges are costs charged to the Account associated with managing the Account. Investment management 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 increased $0.9 million, or 2.4%, from the comparable period of 2018, as a result of increased costs related to asset management, primarily driven by an increase in the level of transaction activity by the Account (e.g., real estate purchases and sales). The overall increase was partially offset by reductions in expenses related to information technology.

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 $0.8 million, or 6.3%, as a result of an increase in the net assets of the Account from the comparative period.

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

The following table shows the net realized and unrealized gains and losses on investments and mortgage loans payable for the three months ended June 30, 2019 and 2018 and the dollar and percentage changes for those periods (dollars in millions, unaudited).

For the Three Months Ended June 30, Change
2019 2018 $ %
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties $ —
$ 55.4
$ (55.4 ) N/M
Real estate joint ventures and limited partnerships (48.8 ) —
(48.8 ) N/M
Marketable securities 112.1
3.9
108.2
N/M
Total realized gain on investments: 63.3
59.3
4.0
6.7 %
Net change in unrealized appreciation (depreciation) on:
Real estate properties 170.3
(47.6 ) 217.9
N/M
Real estate joint ventures and limited partnerships 41.2
68.0
(26.8 ) (39.4 )%
Marketable securities (93.8 ) 97.7
(191.5 ) N/M
Loans receivable (4.0 ) (0.1 ) (3.9 ) N/M
Mortgage loans payable (36.7 ) 27.5
(64.2 ) N/M
Net change in unrealized appreciation on investments and mortgage loans payable 77.0
145.5
(68.5 ) (47.1 )%
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE $ 140.3
$ 204.8
$ (64.5 ) (31.5 )%

~~N/M—Not meaningful~~

~~Real Estate Properties, Joint Ventures and Limited Partnerships:~~

~~Net realized gains in the Account are primarily attributed to the sale of~~ wholly-owned investments. See the Recent Transactions section herein for additional disclosure regarding the sale of the Account’s real estate property investments.

Real Estate Properties:

Wholly-owned real estate investments experienced net realized and unrealized gains of ~~$170.3~~$137.5 million during the ~~second~~first quarter of ~~2019~~2020 compared to ~~$7.8~~$73.9 million of unrealized gains during the comparable period of ~~2018.~~2019. Appreciation isin the first quarter was primarily ~~concentrated within~~driven by the ~~industrial~~office sector, most notably among investments in Miami, FL and ~~office sectors, with the most notable gains occurring in California.~~Boston, MA.

Real Estate Joint Ventures and ~~Limited Partnerships:~~Funds:

Real estate joint ventures and ~~limited partnerships~~funds experienced net realized and unrealized losses of ~~$7.6~~$159.8 million during the ~~second~~first quarter of ~~2019,~~2020, compared to ~~$68.0~~$7.6 million of net realized and unrealized gains during the comparable

period of ~~2018.~~2019. Net losses in the ~~second~~first quarter of ~~2019~~2020 were primarily driven by the Account's ~~largest~~ retail joint ~~ventures, attributed to rising investor caution to overexposure~~venture investments. As market rent in the retail ~~sector.~~sector continues to flatten, capital improvement costs are increasing to maintain occupancy and attract new tenants. Such unfavorable factors continue to place pressure on retail market values.

Marketable Securities:

The Account’s marketable securities experienced net realized and unrealized ~~gains~~losses of ~~$18.3~~$195.6 million during the ~~second~~first quarter of ~~2019~~2020 compared to net realized and unrealized gains of ~~$101.6~~$217.3 million during the comparable period of ~~2018.~~2019, primarily attributed to the performance of the Account's real-estate related securities. The performance of the Account's

REIT portfolio was in line with ~~the FTSE NAREIT All Equity REITs Index~~comparable REIT-based indexes in both periods. ~~Additionally, as of June 30, 2019, the Account held $4.2 billion of investments in~~U.S. Treasuries, government agency notes and ~~U.S. Treasury securities, which~~corporate bonds had a nominal ~~changes~~impact in both periods due to the ~~short-term~~short and intermediate-term nature of these ~~investments.~~investments, respectively.

Loans ~~receivable:~~Receivable, including those with related parties:

Loans receivable, including loans receivable with related parties, experienced annet realized and unrealized ~~loss~~losses of ~~$4.0~~$12.7 million during the ~~second~~first quarter of ~~2019~~2020 compared to a ~~$0.1~~$1.2 million unrealized gain during the comparable period of 2019. The losses can be attributed to uncertainty related to current market conditions, caused by the COVID-19 pandemic.

Loans Payable:

Loans payable experienced unrealized gains of $45.7 million during the first quarter of 2020 compared to a $29.6 million unrealized loss during the comparable period of ~~2018.~~2019. The ~~changes in both periods were minimal as there were no significant changes~~gains in the first quarter of 2020 were attributed to widening credit ~~quality of the underlying collateral of the debt investments in either period~~.

~~Mortgage Loans Payable:~~

~~Mortgage loans payable experienced an unrealized loss of $36.7 million~~spreads during the ~~second~~ quarter ~~of 2019 compared~~in response to ~~a $27.5 million unrealized gain during~~ the ~~comparable period of 2018. The changes in both periods were consistent with~~market instability introduced by the ~~directional movement of U.S. Treasury rates.~~COVID-19 pandemic.

Liquidity and Capital Resources

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Account’s cash and cash equivalents and non-real estate-related marketable securities had a value of ~~$4.2~~$2.7 billionand $~~4.1~~4.2 billion representing ~~15.7%~~10.3% and ~~15.8%~~15.2% of the Account’s net assets at such dates, respectively.

Net Income and Marketable Securities

The Account’s net investment income is a source of liquidity for the Account. Net investment income was ~~$380.8~~$205.3 million for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, as compared to ~~$380.5~~$172.4 million for the comparable period of ~~2018.~~2019. The increase in total net investment income is described more fully in the Results of Operations section.

As of June 30, 2019, cash and cash equivalents, along with real estate-related and non-real estate related marketable securities comprised 18.9% 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).~~

The Account has a ~~$500.0~~$500 million unsecured line of credit ~~available~~which had $310 million of availability as of March 31, 2020, accessible as needed to fund the Account's near-term objectives, as further described in Note 10—Line of Credit. ~~As of June 30, 2019, the Account has no active loans outstanding on the unsecured line of credit.~~

The Account may from time to time borrow money and assume or obtain a mortgage on a property to make leveraged real estate investments. The Account is authorized to borrow money in accordance with its investment guidelines. Under the Account’s current investment guidelines, the Account’s loan to value ratio (as described below) is to be maintained at or below 30% (measured at the time of incurrence and after giving effect thereto). Such incurrences of debt from time to time may include:

placing new debt on properties;

refinancing outstanding debt;

assuming debt on acquired properties or interests in the Account’s properties;

extending the maturity date of outstanding debt; and/or

an unsecured line of credit or credit facility.

~~In calculating this limit, only~~As of March 31, 2020, the Account’s actual percentage interest in any borrowings is included, and not that percentage interest held by any joint venture partner. Further, the Account may only borrow up to 70% of the then-current value of a property, although construction loans may be for 100% of the costs incurred in developing a property.

~~At the time the Account (or a joint venture in which the Account is a partner) enters into a revolving line of credit, for the purpose of calculating the~~ loan-to-value ratio ~~management includes only amounts outstanding when calculating outstanding indebtedness.~~

~~As of June 30, 2019,~~was 17.9% The Account's loan-to-value ratio at any time is based on the ~~Account’s ratio of~~ outstanding principal amount of debt ~~(inclusive of~~to the ~~Account’s proportionate share of debt held within its joint venture investments) to~~Account's total gross asset value, ~~(i.e., a “loan to value ratio”) was 17.8%.~~and excludes leverage, if any, employed by REITs and real estate funds in which the Account invests. The ~~Account intends to maintain its loan to value~~ ratio ~~at or below 30% (this ratio is~~will be measured at the time of any debt incurrence and will be assessed after giving effect ~~thereto).~~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 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.

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.

As of ~~June 30, 2019,~~March 31, 2020, there ~~is one~~are five mortgage ~~obligation~~obligations secured by real estate investments wholly-owned by the Account totaling $127.6 million maturing within the next twelve months. The Account has sufficient liquidity in the form of cash and cash equivalents and securities to meet its mortgage obligations.

In times of high net inflow activity, in particular during times of high net participant transfer inflows, management may determine to apply a portion of such cash flows to make prepayments of indebtedness prior to scheduled maturity, which would have the effect of reducing the Account’s loan to value ratio.

Recent Transactions

The following describes transactions occurring during the ~~second~~first quarter of ~~2019~~2020 related to real estate properties, real estate joint ventures, ~~and limited partnerships,~~real estate funds, loans receivable, and ~~mortgage~~ loans payable. Except as noted, 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. Dollar amounts are shown in millions.

Real Estate Properties and Joint Ventures

Purchases

Property Name Purchase Date Ownership Percentage Sector Location
Net Purchase Price ⁽¹⁾
Sole at Brandon 5/8/2019 100.00% Apartments Riverview, FL $ 77.6
District on La Frontera 5/15/2019 100.00% Apartments Austin, TX 73.8
I-35 Logistics Center 6/4/2019 95.00% Land Fort Worth, TX 9.6
101 N. Tryon Street 6/14/2019 85.00% Office Charlotte, NC 113.4
Vista Station Office Portfolio 6/26/2019 100.00% Office Draper, UT 111.2

Property Name

Purchase 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

Storage Portfolio III⁽⁴⁾

03/16/2020

90.00%

Storage

Atlanta, GA

16.4


⁽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.


⁽⁴⁾	Partial acquisition.

Sales


Property Name	Sales Date	Ownership Percentage	Sector	Location	Net Sales Price ⁽¹⁾		Realized Loss on Sale			Sales Date	Ownership Percentage	Sector	Location	Net Sales Price ⁽¹⁾		Realized Gain(Loss) on Sale⁽²⁾
Westside Centre⁽²⁾	4/16/2019	85.00%	Retail	Huntsville, AL	$	29.8	$	(48.8	)
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⁾	~~Westside Centre, a property held within~~Majority of the ~~DDRTC Core Retail Fund, LLC, was sold~~realized gain(loss) has been previously recognized as unrealized gains(losses) in ~~April 2019.~~the Account's Consolidated Statements of Operations.

~~Loans Receivable~~

Borrower Name Financing Date Interest Rate Sector Maturity Date Location
Loan Amount⁽¹⁾
Park Avenue Tower Mezzanine 4/22/2019 4.35% + LIBOR Office 3/9/2024 New York, NY $ 85.0
BREP VIII Industrial Loan Facility Mezzanine 5/1/2019 5.00% + LIBOR Industrial 3/9/2026 Sparks, NV 43.6


⁽¹⁾⁽³⁾	~~Loan Amount represents~~On February 19, 2020, the ~~Account's mezzanine loan receivable position.~~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.

Real Estate Funds

~~Financings~~Acquisitions

Property Name Financing/Payoff Date Ownership Percentage Interest Rate Sector Maturity Date Location
Financing Amount⁽¹⁾
District on La Frontera 5/15/2019 100.00% 3.84% Apartments 12/1/2024 Austin, TX $ 39.6
District on La Frontera 5/15/2019 100.00% 4.96% Apartments 12/1/2024 Austin, TX 4.4
101 N. Tryon Street 6/14/2019 85.00% 1.75% + LIBOR Office 6/1/2024 Charlotte, NC 69.0
DDRTC Holdings Pool 3⁽²⁾
6/26/2019 85.00% 3.85% Retail 6/30/19 Various (131.2 )
DDRTC Holdings Pool 5⁽³⁾
6/26/2019 85.00% 3.61% Retail 6/30/19 Various (134.6 )
Vista Station Office Portfolio 6/26/2019 100.00% 4.00% Office 7/1/2025 Draper, UT 20.8
Vista Station Office Portfolio 6/26/2019 100.00% 4.20% Office 11/1/2025 Draper, UT 45.2



Fund Name	Date of Initial Capital Contribution	Amount of Initial Capital Contribution		Total Commitment
JCR Capital - REA Preferred Equity Parallel Fund	03/23/2020	$	2.2	$	100.0

Loans Receivable

Originations and purchases

Investment Name

Transaction Date

Interest Rate

Sector

Maturity Date

Location

Amount

Sol Y Luna Mezzanine

01/07/2020

6.55%

Apartments

01/06/2030

Tucson, AZ

53.0

Five Oak Senior/Junior Mezzanine

03/26/2020

2.35% + LIBOR

Office

04/09/2023

Portland, OR

53.3

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⁾	~~Value represents~~On February 19, 2020, the Account purchased the 15% ownership interest of SITE Centers Corp in DDRTC Core Retail Fund, LLC, a ~~new mortgage loan or loan payoff.~~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 ~~loan payoff of DDRTC Holdings Pool 3 represents the extinguishment of mortgage~~retail property and associated debt ~~associated with five properties~~formerly held within ~~DDRTC Core Retail Fund, LLC.~~PC Borrower, LLC is now wholly-owned by the Account.


⁽³⁾ Financings - Other During the first quarter of 2020, the Account borrowed $400 million and paid off $460.0 million on the line of credit. Marketable Securities During the first quarter of 2020, the Account sold approximately $500 million in real estate-related securities.	~~The loan payoff of DDRTC Holdings Pool 5 represents the extinguishment of mortgage debt associated with eight properties held within DDRTC Core Retail Fund, LLC.~~

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 Interim 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.

In the Form 10-K for the year ended December 31, ~~2018,~~2019, management identified the critical accounting policies which affect its significant estimates and assumptions used in preparing the Account’s financial statements. Certain of these accounting policies are described in Note 1—Organization and Significant Accounting Policies in this Form 10-Q.

There have been no material changes to these accounting policies tofrom those disclosed in the Account's Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Account’s real estate holdings, including real estate joint ~~venture, limited partnerships~~ventures, funds and loans receivable, which, as of ~~June 30, 2019,~~March 31, 2020, represented ~~82.9%~~ 92.5%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 ~~decline~~go down due to general economic conditions, 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, disruptions in the credit and/or capital markets, or ~~changing~~changes in supply and demand for certain types of properties;

Appraisal Risk—The risk that the sale price of an Account property ~~(i.e.~~(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 ~~declining~~poor market. This might make it difficult to raise cash quickly and also could lead to Account losses;

Risks of Borrowing—The risk that interest rate changes may impact Account returns if the Account takes out a mortgage on a property, buys a property subject to a mortgage or holds a property subject to a mortgage, and hedging against such interest rate changes, if undertaken by the Account, may entail additional costs and be unsuccessful; and

Foreign Currency Risk—The risk that the value of the Account’s foreign investments, related debt, or rental income could increase or decrease due to changes in foreign currency exchange rates or foreign currency exchange control regulations, and hedging against such currency changes, if undertaken by the Account, may entail additional costs and be unsuccessful.

The Account believes the diversification of its real estate portfolio, both geographically and by sector, along with its quarterly valuation procedure, helps manage the real estate and appraisal risks described above.

As of ~~June 30, 2019, 17.1%~~March 31, 2020, 7.5% of the Account’s total investments were comprised of marketable securities. Marketable securities include high-quality debt instruments ((i.e~~i.e.~~., ~~U.S.~~ government agency ~~notes)~~notes and corporate bond securities) and REIT securities. The Account's Consolidated ~~Schedule~~Statements of Investments ~~for the Account~~ sets forth the general financial terms of these instruments, along with their fair values, as determined in accordance with procedures described earlier in ~~the~~ Critical Accounting Policies section above and in Note 1—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~~The Account is also exposed to a variety of 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. These risks have been heightened as a result of the COVID-19 pandemic.

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 ~~that bank fails.~~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 ~~may also~~can suffer losses.

In addition, to the extent the Account were to hold ~~mortgage-backed securities~~MBS (including ~~commercial mortgage-backed securities)~~CMBS) these securities are subject to prepayment risk or extension risk ((i.e~~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~~securities and ~~mortgage-backed securities)~~MBS) 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 the "Risk Factors" section of the Account’s most recent prospectus.

ITEM 4. 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 TIAA’s Executive Vice President, and Chief Product Officer of TIAA Financial Solutions ~~Product Group~~ (Principal Executive Officer (“PEO”)) and TIAA’s Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Financial and Accounting 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 of the effectiveness of the registrant’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of ~~June 30, 2019.~~March 31, 2020. Based upon management’s review, the PEO and PFO concluded that the registrant’s disclosure controls and procedures provide reasonable assurance that material information required to be included in the Account's periodic reports is recorded, processed, summarized and reported within the time periods specified in the relevant SEC rules and forms.

(b) 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.

PART II. OTHER INFORMATION

ITEM 1. 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.

ITEM 1A. RISK FACTORS.

~~There~~Except as set forth below, there have been no material changes from the Account’s risk factors as previously reported in the Account’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

COVID-19-related risks to the real property market

In December 2019, COVID-19 was first detected in Wuhan, China and began spending around the world. On March 11, 2020, the World Health Organization announced that the outbreak of COVID-19 had become a pandemic. In response to the COVID-19 pandemic, governmental authorities throughout the world, including the United States, have taken significant measures to inhibit the spread of the disease, such as prohibiting people from congregating in heavily populated areas, instituting localized quarantines, restricting nonessential travel, issuing “stay-at-home” orders, closing schools, and most notably, restricting the types of businesses that may continue to operate. The restrictions have had an adverse impact on economic and market conditions across the United States. It is possible that public health officials and governmental authorities in the markets in which we own properties may impose additional restrictions in an effort to further slow the spread of the COVID-19 pandemic or may relax or revoke existing restrictions too quickly, which could, in either case, exacerbate the severity of adverse impacts on the economy. Factors related to the COVID-19 pandemic that may have an adverse effect on our business and results of operations, include:

a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action, which could adversely affect our tenants, particularly those in geographic locations with significant exposure to oil and gas (e.g., Dallas, Houston) where the COVID-19 pandemic has exacerbated downward pressures on crude oil, natural gas and natural gas liquids;

reduced economic activity impacting the businesses, financial condition, and liquidity of our tenants has caused, and is expected to continue to cause, one or more of our tenants to be unable to meet their obligations to us, including their ability to make rental payments, in full or at all, or otherwise seek modifications of such obligations, such as rent concessions, deferrals, abatements, or even the termination of lease obligations through bankruptcy;

the impact of new or continued complete or partial shutdowns of the operations of one or more of our tenants' businesses, most notably within the office, hotel, and retail sectors;

temporary or long-term disruptions in our tenants' supply chains from domestic and international suppliers could force tenants to reduce, delay or eliminate offerings of their products and services, resulting in less revenue and cash flow, which may impact tenants' ability to satisfy rent obligations;

the extent to which COVID-19 decreases customers' willingness to visit tenants' businesses in the future, which may result in tenants' continued inability to satisfy rent obligations;

the extent to which actions taken to slow the spread of COVID-19 result in unemployment or underemployment, which may negatively affect the ability of residential tenants to generate sufficient income to satisfy rent obligations;

restrictions to slow the spread of COVID-19 may limit leasing activities at the properties, such as property tours, and may have an adverse impact on the time it requires to renew leases, rent vacant space, or redeploy available space as leases expire;

increased safety accommodations for employees required to be on-site during a time of heightened health risks, which may increase our costs and make it more difficult to efficiently manage our properties;

the ability of our properties to continue to obtain necessary goods and services or provide adequate staffing, as well as to commence or continue construction, development, and redevelopment activities, which could result in delays, increased costs, and potentially missed deadlines; and

continued market turmoil may cause debt financing to be unavailable to the Account on attractive terms, or at all.

The full extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as information is rapidly evolving with respect to the duration and severity of the pandemic. The extent to which the COVID-19 pandemic ultimately impacts our business and results of operations will depend on numerous evolving factors, including: (i) the duration and scope of the pandemic; (ii) governmental, business, and individuals' actions taken in response to the pandemic; (iii) the impact on economic activity from the pandemic and actions taken in response; (iv) the effect of the pandemic on our tenants and their businesses; (v) the ability of tenants to pay their rental income and any closures of our tenants' facilities, including, without limitation, due to shutdowns and "shelter-in-place" orders that may be requested or mandated by governmental authorities; (vi) the effect of the pandemic on our construction, development, and redevelopment activities; and (vii) the impact of the pandemic on our employees and any other operational disruptions or difficulties we may face. Any of these factors and risks could adversely impact our business or results of operations. Any increased costs or lost revenue as a result of tenant financial difficulty, or their need to comply with executive orders and other governmental guidance, may not be fully recoverable under our leases or adequately covered by insurance, which could impact our profitability. Moreover, the inability of our tenants to pay their rents when due could adversely affect our own liquidity, and there can be no guarantee that additional liquidity will be readily available or available on favorable terms and could result in the Account exercising the liquidity guarantee.

The COVID-19 pandemic may also result in fundamental changes to several of the core real estate sectors in which we invest. For example, an office space is generally attractive to a business because it provides one central location for the business’ employees to conduct their work. As businesses establish the infrastructure necessary to support a telecommuting workforce in response to the COVID-19 pandemic, they may find that such work-from-home arrangements are more efficient or beneficial for their employees than a traditional office environment. Moreover, as “social distancing” practices become normalized, businesses may struggle to justify the requirement that a large number of on-site employees be present in the same location when telecommuting is a readily available alternative. This could reduce the need for large office spaces in the future or cause companies to be less willing to pay higher rents for such spaces, which would ultimately harm our business and results of operations. Similarly, government-imposed travel restrictions have severely limited business travel, which has resulted in decreased occupancy in hotels. As businesses begin to adapt to these restrictions and manage their affairs through virtual platforms, the demand for business travel may be reduced significantly in the future, which would reduce the demand for hotel services and increase vacancy rates.

The COVID-19 pandemic is also accelerating fundamental changes in the retail sector. Due to government “stay-at-home” orders and the required closure of non-essential businesses, there has been a drastic reduction in sales and foot traffic in the retail sector and many retail tenants have been forced to limit their operations or close their businesses for a period of time. In addition to the serious financial distress this has imposed on many of our tenants, it has also required consumers-even those who prefer a more traditional retail experience-to purchase goods and services through online websites and retailers. This could result in a permanent change to consumer preferences in favor of e-commerce and further reduce the already declining demand for brick and mortar retail. This long-term effect may result in current tenants being unable to pay their rent when due and potential tenants abandoning the need for a physical space altogether, which would in turn harm our business and results of operations.

Any prolonged economic downturn, escalation of the COVID-19 pandemic or disruption in the financial markets may also impact our ability to access capital markets to issue debt or equity securities and to complete real estate transactions at attractive pricing or at all.

The impact of the COVID-19 pandemic may also precipitate and/or aggravate the other risks discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which could adversely affect our business and

results of operations (including revenues and profitability). In addition, the COVID-19 pandemic may also affect our operating or financial results in a manner that is not presently known to us or that we do not consider to present significant risks to operations.

COVID-19-related risks to liquid securities

The Account also invests in liquid securities of all types, including both publicly traded non-real estate-related investments and liquid real estate securities. The U.S. capital markets have experienced extreme volatility and disruption following the COVID-19 pandemic. Some economists and investment banks have expressed concern that the continued spread of the virus globally could lead to a prolonged global economic downturn, which, in addition to effecting our investments in real property, would adversely impact our investments in our real-estate and non-real estate-related liquid assets. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. Such disruptions may adversely affect our business and results of operations. For more information on the risks that may be especially exacerbated as a result of the COVID-19 pandemic, see Risks of Liquid, Fixed Income Investments of “Item 1A Risk Factors” in the Account’s Annual Report on Form 10-K for the year ended December 31, 2019.

Global economic risks

National and regional economies and financial markets have become increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities and commercial real property prices around the world, which could negatively impact the value of the Account’s investments. For example, the United Kingdom’s referendum decision to leave the European Union resulted in the depreciation in value of the British pound, short term declines in the stock markets and ongoing economic and political uncertainty concerning the consequences of the exit. Similar major economic or political disruptions, particularly in large economies like China, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses, pandemics or other public health emergencies may adversely affect the global economy and the securities, local commercial real estate markets and issuers in which the Account invests. Recent examples of such events include the outbreak of the COVID-19 pandemic, resulting in government imposed shutdowns across the globe. These events have reduced and could continue to reduce consumer demand and economic output, result in market closures, travel restrictions or quarantines, and generally have a significant impact on the economy, including the commercial real estate sector. Governmental and quasi-governmental authorities and regulators throughout the world have responded to the current impact of the COVID-19 pandemic with a variety of significant fiscal and monetary policy changes, including, but not limited to, direct capital infusions into companies, new monetary programs and lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities and commercial real estate markets, which could adversely affect the Account’s investments.

Cybersecurity and other business continuity risks

With the increased use of connected technologies 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 securities or debt securities), have the ability to result in disruptions to and impacts on business operations and may adversely affect the Account. Such disruptions or impacts may result in: (i) financial losses; (ii) interference with the processing of contract transactions, including the processing of orders from TIAA’s website; (iii) interfere with the Account’s ability to calculate AUVs; (iv) barriers to trading and order processing;

(v) Account contract owners’ inability to transact business with the Account; (vi) violations of applicable federal and state privacy or other laws; (vii) regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; or (viii) additional compliance costs. The Account may incur additional, incremental costs to prevent and mitigate the risks of cybersecurity attacks or incidents. 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.

Other disruptive events, including, but not limited to, natural disasters and public health or pandemic crises (such as the COVID-19 pandemic), may adversely affect the Account’s ability to conduct business. Such adverse effects may include the inability of TIAA’s employees, or the employees of its affiliates and the Account’s service providers, to perform their responsibilities as a result of any such event. Any resulting disruptions to the Account’s business operations can interfere with our processing of contract transactions, including the processing of orders from our website, impact our ability to calculate AUVs or cause other operational issues.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

The Code of Ethics for TIAA’s senior financial officers, including its principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions, has been filed as an exhibit to the Account’s Annual Report on Form 10-K for the year ended December 31, 2018 and can also be found on the following web site, ~~http://www.tiaa.org/public/prospectuses/index.html~~.Not applicable.

ITEM 6. EXHIBITS



(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, LLC¹
		~~http://www.sec.gov/Archives/edgar/data/946155/000093041313001686/c72835_ex1a.htm~~
(3)	(A)	Restated Charter of TIAA (as amended)²
	(B)	~~http://www.sec.gov/Archives/edgar/data/946155/000093041315001888/c80401_ex3a.htm~~
	~~(B)~~	Amended Bylaws of TIAA³
		~~http://www.sec.gov/Archives/edgar/data/946155/000093041315001888/c80401_ex3b.htm~~
(4)	(A)	Forms of RA, GRA, GSRA, SRA, IRA Real Estate Account Endorsements,⁴Keogh Contract,⁵Retirement Choice and Retirement Choice Plus Contracts⁵ and Retirement Select and Retirement Select Plus Contracts and Endorsements⁶
	(B)	~~http://www.sec.gov/Archives/edgar/data/946155/000093041304002268/c31392_ex4-a.txt~~
		~~http://www.sec.gov/Archives/edgar/data/946155/0000950146-96-000627-index.html~~
		~~http://www.sec.gov/Archives/edgar/data/946155/000093041305003249/c35876_ex4.htm~~
	~~(B)~~	Forms of Income-Paying Contracts⁴
	(C)	~~http://www.sec.gov/Archives/edgar/data/946155/0000950146-96-000627-index.html~~
	~~(C)~~	Form of Contract Endorsement for Internal Transfer Limitation⁷
		~~http://www.sec.gov/Archives/edgar/data/946155/000093041310005579/c62766_ex-4c.htm~~
	(D)	(1) Form of Non-ERISA Retirement Choice Plus Contract⁹
		(2) ~~http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4d1.htm~~Form of Non-ERISA Retirement Choice Plus Certificate
		~~http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4d2.htm~~⁹
	(E)	(1) Form of Trust Company Retirement Choice Contract¹⁰
		(2) ~~http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4e1.htm~~Form of Trust Company Retirement Choice Certificate
		~~http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4e2.htm~~¹⁰
	(F)	(1) Form of Trust Company Retirement Choice Plus ~~Contract~~Certificate¹¹
		(2) ~~http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4f1.htm~~Form of Trust Company Retirement Choice Plus Contract
		~~http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4f2.htm~~¹¹
	(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)¹²
	(H)	~~http://www.sec.gov/Archives/edgar/data/946155/000162828018003214/exhibit4g123117.htm~~
	~~(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 Certificates¹³
	(I)	~~http://www.sec.gov/Archives/edgar/data/946155/000162828018003214/exhibit4h123117.htm~~
	~~(I)~~	Form of OneIRA Non-Qualified Deferred Annuity Contract (and Rate Schedule)¹⁴
		~~http://www.sec.gov/Archives/edgar/data/946155/000162828018003214/exhibit4i123117.htm~~
	(J)	(1)Form of Endorsement to Retirement Choice and Retirement Choice Plus Contracts for Custom Portfolios¹⁶
		~~http://www.sec.gov/Archives/edgar/data/946155/000162828019002918/exhibit4j1123118.htm~~
		(2)Form of Endorsement to Retirement Choice and Retirement Choice Plus Certificates for Custom Portfolios¹⁷¹⁶
		~~http://www.sec.gov/Archives/edgar/data/946155/000162828019002918/exhibit4j2123118.htm~~
	(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 Contract¹⁸
		(2)~~http://www.sec.gov/Archives/edgar/data/946155/000162828019002918/exhibit4k123118.htm~~Form of Contract, Rate Schedule and Certificate for Multiple Employer Plan Retirement Choice Plus Annuity Contract¹⁸
(10)	(A)	Amended and Restated Independent Fiduciary Letter Agreement, dated as of February 21, 2018, between TIAA, on behalf of the ~~Registrant,~~registrant, and RERC, LLC¹⁵
	(B)	~~http://www.sec.gov/Archives/edgar/data/946155/000162828018002605/ifsrercsigned20180223.htm~~
	~~(B)~~	Custodian Agreement, dated as of March 3, 2008, by and between TIAA, on behalf of the ~~Registrant,~~registrant, and State Street Bank and Trust Company, N.A.⁸
		~~http://www.sec.gov/Archives/edgar/data/946155/000093041313001652/c71842_ex10-b.htm~~



(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 Quarterly Report on Form 10-Q for the period ended ~~June 30, 2019~~March 31, 2020 (Unaudited), formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Assets and Liabilities as of ~~June 30, 2019~~March 31, 2020 (Unaudited), (ii) the Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (Unaudited) , (iii) the Consolidated Statements of Changes in Net Assets for the three ended March 31, 2020 and ~~six months ended June 30,~~ 2019 ~~and 2018~~ (Unaudited), (iv) the Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (Unaudited), and (v) the Notes to the Consolidated Financial Statements (Unaudited).**


*	Filed herewith.


**	Furnished electronically herewith.


⁽¹⁾	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).


⁽²⁾	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).


⁽³⁾	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).


⁽⁴⁾	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 with the Commission on April 30, 1996 (File No. 33-92990).


⁽⁵⁾	Previously filed and incorporated herein by reference to Exhibit 4(A) to the Account’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed with the Commission on May 2, 2005 (File No. 333-121493).


⁽⁶⁾	Previously filed and incorporated herein by reference to the Account’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed with the Commission on April 29, 2004 (File No. 333-113602).


⁽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 Account's Annual Report on Form 10-K 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 herein 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 herein 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 herein 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 herein 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. 333-216849).


⁽¹³⁾	Previously filed and incorporated herein 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. 333-216849).


⁽¹⁴⁾	Previously filed and incorporated herein 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. 333-216849).


⁽¹⁵⁾	Previously filed and incorporated herein 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).


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


⁽¹⁷⁾	Previously filed and incorporated herein by reference to Exhibit ~~4(J)(2)~~4(K) to the Account’s Current Report on Form 10-K, filed with the Commission on March 14, 2019 (File No. 33-92990).


⁽¹⁸⁾	Previously filed and incorporated herein by reference to Exhibit ~~4(K)~~4(L)(1) and 4(L)(2) to the ~~Account’s~~Account's Current Report on Form 10-K, filed with the Commission on March ~~14, 2019~~12, 2020 (File No. 33-92990).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, TIAA Real Estate Account, has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 8th day of ~~August 2019.~~May 2020.



	TIAA REAL ESTATE ACCOUNT

	By:	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

~~August~~May 8, ~~2019~~2020	By:	/s/ Carol W. Deckbar
		Carol W. Deckbar Executive Vice President, ~~Teachers Insurance and Annuity Association of America and~~ Chief Product Officer of TIAA Financial Solutions, ~~Product Group~~Teachers Insurance and Annuity Association of America (Principal Executive Officer)

~~August~~May 8, ~~2019~~2020	By:	/s/ Oluseun S. Salami
		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)

6575



					Account Square Foot Weighted Average Vacancy				Market Vacancy*
Top 5 Industrial Metropolitan Areas	Total Sector by Metro Area ($M)		% of Total Investments		2019 Q2		2019 Q1		2019 Q2		2019 Q1
Account / Nation					4.9	%	7.0	%	7.1	%	7.0	%
Riverside-San Bernardino-Ontario, CA	$	915.6	3.1	%	0.0	%	0.0	%	5.4	%	5.5	%
Tacoma-Lakewood, WA	375.6		1.3	%	1.4	%	2.0	%	5.8	%	5.5	%
Los Angeles-Long Beach-Glendale, CA	375.0		1.3	%	3.2	%	7.4	%	3.8	%	4.6	%
Dallas-Plano-Irving, TX	296.4		1.0	%	6.6	%	10.4	%	8.8	%	9.2	%
Fort Lauderdale-Pompano Beach-Deerfield Beach, FL	289.6		1.0	%	1.1	%	13.4	%	7.0	%	6.7	%