Tiaa Real Estate Account 10-Q 2019 Q1 Quarterly report

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 March 31, 2019

OR

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

For the transition period from__________to __________

Commission file number: 33-92990; 333-223713

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

YES ý  NO o

Indicate by check mark 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	27
	Item 2.	Management's Discussion and Analysis of the Account's Financial Condition and Results of Operations	41
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
	Item 4.	Controls and Procedures	56
Part II	Other Information
	Item 1.	Legal Proceedings	57
	Item 1A.	Risk Factors	57
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
	Item 3.	Defaults Upon Senior Securities	57
	Item 4.	Mine Safety Disclosures	57
	Item 5.	Other Information	57
	Item 6.	Exhibits	58
Signatures			60

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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)

	March 31,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Investments, at fair value:
Real estate properties (cost: $13,051.4 and $12,687.8)	$	15,968.6		$	15,531.1
Real estate joint ventures and limited partnerships (cost: $5,301.0 and $5,207.8)	6,606.4			6,532.5
Marketable securities:
Real estate-related (cost: $906.1 and $1,274.7)	1,128.9		(1)	1,415.1		(1)
Other (cost: $4,268.2 and $4,088.9)	4,268.3			4,088.7
Loans receivable (cost: $963.7 and $910.6)	967.3			913.0
Total investments (cost: $24,490.4 and $24,169.8)	28,939.5			28,480.4
Cash and cash equivalents	38.1			3.8
Due from investment manager	10.0			2.2
Other	251.4		(2)	331.8		(2)
TOTAL ASSETS	29,239.0			28,818.2
LIABILITIES
Mortgage loans payable, at fair value (principal outstanding: $2,683.4 and $2,688.1)	2,632.9			2,608.0
Accrued real estate property expenses	225.1			222.4
Payable for collateral for securities loaned	2.3			68.8
Other	57.0			76.4
TOTAL LIABILITIES	2,917.3			2,975.6
COMMITMENTS AND CONTINGENCIES
NET ASSETS
Accumulation Fund	25,793.0			25,320.1
Annuity Fund	528.7			522.5
TOTAL NET ASSETS	$	26,321.7		$	25,842.6
NUMBER OF ACCUMULATION UNITS OUTSTANDING	60.8			60.7
NET ASSET VALUE, PER ACCUMULATION UNIT	$	424.573		$	417.416

⁽¹⁾Includes securities loaned of $2.2 million at March 31, 2019 and $67.4 million at December 31, 2018.

⁽²⁾ Includes cash collateral for securities loaned of $2.3 million at March 31, 2019 and $68.8 million at December 31, 2018.

See notes to the consolidated financial statements

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

(Unaudited)

	For the Three Months Ended March 31,
	2019			2018
INVESTMENT INCOME
Real estate income, net:
Rental income	$	262.6		$	272.0
Real estate property level expenses and taxes:
Operating expenses	59.2			57.3
Real estate taxes	46.6			44.9
Interest expense	25.7			23.8
Total real estate property level expenses and taxes	131.5			126.0
Real estate income, net	131.1			146.0
Income from real estate joint ventures and limited partnerships	49.7			54.9
Interest	41.1			18.1
Dividends	4.4			9.7
TOTAL INVESTMENT INCOME	226.3			228.7
Expenses:
Investment management charges	19.5			14.6
Administrative charges	13.3			14.8
Distribution charges	7.9			6.9
Mortality and expense risk charges	0.3			0.3
Liquidity guarantee charges	12.9			12.2
TOTAL EXPENSES	53.9			48.8
INVESTMENT INCOME, NET	172.4			179.9
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties	—			(11.8		)
Real estate joint ventures and limited partnerships	5.1			0.2
Marketable securities	141.0			3.0
Net realized gain (loss) on investments	146.1			(8.6		)
Net change in unrealized appreciation (depreciation) on:
Real estate properties	73.9			102.3
Real estate joint ventures and limited partnerships	2.5			24.3
Marketable securities	76.3			(90.8		)
Loans receivable	1.2			0.1
Mortgage loans payable	(29.6		)	27.7
Net change in unrealized appreciation on investments and mortgage loans payable	124.3			63.6
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE	270.4			55.0
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	442.8		$	234.9

See notes to the consolidated financial statements

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(In millions)

(Unaudited)

	For the Three Months Ended March 31,
	2019			2018
FROM OPERATIONS
Investment income, net	$	172.4		$	179.9
Net realized gain (loss) on investments	146.1			(8.6		)
Net change in unrealized appreciation on investments and mortgage loans payable	124.3			63.6
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	442.8			234.9
FROM PARTICIPANT TRANSACTIONS
Premiums	677.4			669.1
Annuity payments	(11.5		)	(11.2		)
Withdrawals and death benefits	(629.6		)	(961.5		)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PARTICIPANT TRANSACTIONS	36.3			(303.6		)
NET INCREASE (DECREASE) IN NET ASSETS	479.1			(68.7		)
NET ASSETS
Beginning of period	25,842.6			24,942.6
End of period	$	26,321.7		$	24,873.9

See notes to the consolidated financial statements

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TIAA REAL ESTATE ACCOUNT

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions, Unaudited)

	For the Three Months Ended March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	442.8		$	234.9
Adjustments to reconcile net changes in net assets resulting from operations to net cash (used in) provided by operating activities:
Net realized (gain) loss on investments	(146.1		)	8.6
Net change in unrealized appreciation on investments and mortgage loans payable	(124.3		)	(63.6		)
Purchase of real estate properties	(301.0		)	(168.3		)
Capital improvements on real estate properties	(54.7		)	(41.7		)
Proceeds from sale of real estate properties	3.1			143.4
Purchases of long term investments	(105.6		)	(221.7		)
Proceeds from long term investments	542.5			148.9
Purchases and originations of loans receivable	(74.4		)	(20.1		)
Proceeds from payoffs of loans receivable	21.3			—
Increase in other investments	(179.3		)	(107.3		)
Change in due from investment manager	(7.8		)	(7.0		)
Decrease in other assets	79.6			11.4
Decrease in other liabilities	(94.2		)	(2.3		)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	1.9			(84.8		)
CASH FLOWS FROM FINANCING ACTIVITIES
Mortgage loan proceeds received	—			386.0
Payments of mortgage loans	(4.7		)	(2.4		)
Premiums	677.4			669.1
Annuity payments	(11.5		)	(11.2		)
Withdrawals and death benefits	(629.6		)	(961.5		)
NET CASH PROVIDED BY FINANCING ACTIVITIES	31.6			80.0
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	33.5			(4.8		)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period cash, cash equivalents and restricted cash	47.3			54.0
Net increase (decrease) in cash, cash equivalents and restricted cash	33.5			(4.8		)
End of period cash, cash equivalents and restricted cash	$	80.8		$	49.2
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	26.2		$	23.9

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 March 31,
	2019		2018
Cash and cash equivalents	$	38.1	$	9.1
Restricted cash(1)	42.7		40.1
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	80.8	$	49.2

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

See notes to the consolidated financial statements

6

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, 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 March 31, 2019 and for the three months ended March 31, 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.

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. 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.

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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 motivated;

• Both parties are well informed or well advised, and acting in what they consider their best interests;

• A reasonable time is allowed for exposure in the open market;

• Payment is made in terms of cash or in terms of financial arrangements comparable thereto; and

• The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates, and interest and inflation rates. As a result, determining real estate and investment values involves many assumptions. Key inputs and assumptions include rental income and expense amounts, related rental income and expense growth rates, capital expenditures, discount rates and capitalization rates. Valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or multiples applied to earnings from the property, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties. Amounts ultimately realized from each investment may vary significantly from the fair value presented.

Real estate properties owned by the Account are initially valued based on an independent third party appraisal, as reviewed by TIAA’s internal appraisal staff and as applicable by the Account’s independent fiduciary at the time of the closing of the purchase. Such initial valuation may result in a potential unrealized gain or loss reflecting the difference between an investment’s fair value (i.e., exit price) and its cost basis (which is inclusive of transaction costs).

Subsequently, each property is appraised each quarter by an independent third party appraiser, reviewed by TIAA’s internal appraisal staff and as applicable the Account’s independent fiduciary. In general, the Account obtains appraisals of its real estate properties spread out throughout the quarter, which is intended to result in appraisal adjustments, and thus, adjustments to the valuations of its holdings (to the extent such adjustments are made) that happen regularly throughout each quarter and not on one specific day or month in each period.

Further, management reserves the right to order an appraisal and/or conduct another valuation outside of the normal quarterly process when facts or circumstances at a specific property change. For example, under certain circumstances a valuation adjustment could be made when the account receives a bona fide bid for the sale of a property held within the Account or one of the Account’s joint ventures. Adjustments may be made for events or circumstances indicating an impairment of a tenant’s ability to pay amounts due to the Account under a lease (including due to a bankruptcy filing of that tenant). Alternatively, adjustments may be made to reflect the execution or renewal of a significant lease. Also, adjustments may be made to reflect factors (such as sales values for comparable properties or local employment rate) bearing uniquely on a particular region in which the Account holds properties. TIAA’s internal appraisal staff oversees the entire appraisal process, in conjunction with the Account’s independent fiduciary (the independent fiduciary is more fully described in the following paragraph). Any differences in the conclusions of TIAA’s internal appraisal staff and the independent appraiser will be reviewed by the independent fiduciary, which will make a final determination on the matter (which may include ordering a subsequent independent appraisal).

The Account's independent fiduciary, RERC, LLC, 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 for a term expiring in February 2021. The

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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 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 must also approve any valuation change of real estate-related assets where a property’s value changed by more than 6% from the most recent independent annual appraisal, or if the value of the Account would change by more than 4% within any calendar quarter or more than 2% since the prior calendar month. When a real estate property is subject to a mortgage, the property is valued independently of the mortgage and the property and mortgage fair values are reported separately (see Valuation of Mortgage Loans Payable). The independent fiduciary reviews and approves all mortgage valuation adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each real estate property and mortgage loan payable to calculate the Account’s daily net asset value until the next valuation review or appraisal.

Valuation of Real Estate Joint Ventures—Real estate joint ventures are stated at the fair value of the Account’s ownership interests of the underlying entities. The Account’s ownership interests are valued based on the fair value of the underlying real estate, any related mortgage loans payable, and other factors, such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. 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 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—Limited partnership interests are stated at the fair value of the Account’s ownership in the partnership. Management uses net asset value information provided by limited partners as a practical expedient to estimate fair value. The Account receives estimates from limited partners on a quarterly basis, and audited information is provided annually. Upon receipt of the information, management reviews and concludes on whether the net asset values provided are an appropriate representation of the fair value of the Account's interests in the limited partnerships and makes valuation adjustments as necessary. Valuation of limited partnerships is conducted by management under the direction of the Investment Committee of the Board. Such valuation is also conducted 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 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.

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Money market instruments are valued at amortized cost, which approximates fair value.

Valuation of Loans Receivable (i.e., the Account as a creditor)—Loans receivable are stated at fair value and are initially valued at the face amount of the loan funding. Subsequently, loans receivable are valued at least quarterly by TIAA’s internal valuation department based on market factors, such as market interest rates and spreads for comparable loans, the liquidity for loans of similar characteristics, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral) and the credit quality of the counterparty. The independent fiduciary reviews and approves all loan receivable valuation adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each loan receivable to calculate the Account’s daily net asset value until the next valuation review.

Valuation of Mortgage Loans Payable (i.e. the Account as a debtor)—Mortgage or other loans payable are stated at fair 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 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 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—The Account has limited ownership interests in various private real estate funds (primarily limited partnerships) and a private real estate investment trust (collectively, the “limited partnerships”). The Account

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records its contributions as increases to the investments, and distributions from the investments are treated as income within income from real estate joint ventures and limited partnerships in the Account’s Consolidated Statements of Operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Unrealized gains and losses are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest using information provided by the limited partners. Changes in value based on such estimates are recorded by the Account as unrealized

gains and losses.

Marketable Securities—Transactions in marketable securities are accounted for as of the date the securities are purchased or sold (trade date). Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date within dividend income. Dividends that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas dividends identified as capital gains or losses are recorded as realized gains or losses. Realized gains and losses on securities transactions are accounted for on the specific identification method.

Loans Receivable—The Account may originate, purchase or sell loans collateralized by real estate. The cost basis of originated loans is comprised of the principal balance and direct costs incurred that represent a component of loan’s 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 joint venture or limited partnership. 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 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 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

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• 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.

Cash and Cash Equivalents: Cash and cash equivalents are balances held by the Account in bank deposit accounts which, at times, exceed federally insured limits. The Account’s management monitors these balances to mitigate the exposure of risk due to concentration and has not experienced any losses from such concentration.

Other Assets and Other Liabilities: Other assets and other liabilities consist of operating assets and liabilities utilized

and held at each individual real estate property investment. Other assets consist of, amongst other items, cash, tenant receivables and prepaid expenses; whereas other liabilities primarily consist of security deposits. Other assets also include cash collateral held for securities on loan.

Federal Income Taxes: Based on provisions of the Internal Revenue Code, Section 817, the Account is taxed as a segregated asset account of TIAA and as such, the Account incurs no material federal income tax attributable to the net investment activity of the Account. The Account’s federal income tax return is generally subject to examination for a period of three years after filed. State and local tax returns may be subject to examination for an additional period of time depending on the jurisdiction. Management has analyzed the Account’s tax positions taken for all open federal income tax years and has concluded that no provision for federal income tax is required in the Account’s Consolidated

Financial Statements.

Restricted Cash: The Account held restricted cash in escrow accounts for security deposits, as required by certain states, as well as property taxes, insurance, and various other property related matters as required by certain creditors related to outstanding 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.

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As of March 31, 2019, securities lending transactions are for real-estate related equity securities, and the resulting loans are continuous, can be recalled at any time, and have no set maturity. Securities lending income recognized by the Account consists of interest earned on cash collateral and lending fees, net of any rebates to the borrower and compensation to the agent. Such income is reflected within interest income on the Consolidated Statements of Operations.  In lending its securities, the Account bears the market risk with respect to the investment of collateral and the risk that the agent may default on its contractual obligations to the Account. The agent bears the risk that the borrower may default on its obligation to return the loaned securities as the agent is contractually obligated to indemnify the Account if at the time of a default by a borrower some or all of the loan securities have not been returned.

New Accounting Pronouncements

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 which are present at three wholly-owned investments as of March 31, 2019. The Account adopted ASU 2016-02 as of January 1, 2019. New disclosures required by ASC 2016-02 are included in the Notes to the Consolidated Financial Statements, refer to Note 4 - Leases.

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

In addition, the Account has elected the practical expedient that allows lessors to avoid separating lease and non-lease components within a contract if certain criteria are met. The lessor’s practical expedient election is limited to circumstances in which (i) the timing and pattern of revenue recognition are the same for the non-lease component and the related lease component and (ii) the combined single lease component would be classified as an operating lease. This practical expedient allows the Account the ability to combine the lease and non-lease components if the underlying asset meets the two criteria above.

In August 2018, 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 after December 15, 2019. Management is currently evaluating the impact of this guidance but does not expect it to materially impact the Account's Notes to the Consolidated Financial Statements.

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

Note 2—Related Party Transactions

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

Investment management services for the Account are provided by TIAA officers, under the direction and control of the Board, pursuant to investment management procedures adopted by TIAA for the Account. TIAA’s investment

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management decisions for the Account are subject to review by the Account’s independent fiduciary. TIAA also provides various portfolio accounting and related services for the Account.

The Account is a party to the Distribution Agreement for the Contracts Funded by the TIAA Real Estate Account (the “Distribution Agreement”), dated January 1, 2008, by and among TIAA, for itself and on behalf of the Account, and TIAA-CREF Individual and Institutional Services, LLC (“Services”), a wholly-owned subsidiary of TIAA and a registered broker-dealer and a member of the Financial Industry Regulatory Authority. Pursuant to the Distribution Agreement, Services performs distribution services for the Account which include, among other things, (i) distributing of annuity contracts issued by TIAA and funded by the Account, (ii) advising existing annuity contract owners in connection with their accumulations and (iii) helping employers implement and manage retirement plans. In addition, TIAA performs administrative functions for the Account, which include, among other things, (i) maintaining accounting records and performing accounting services, (ii) receiving and allocating premiums, (iii) calculating and making annuity payments, (iv) processing withdrawal requests, (v) providing regulatory compliance and reporting services, (vi) maintaining the Account’s records of contract ownership and (vii) otherwise assisting generally in all aspects of the Account’s operations. Both distribution services (pursuant to the Distribution Agreement) and administrative services are provided to the Account by Services and TIAA, as applicable, on an at cost basis. The Distribution Agreement is terminable by either party upon 60 days written notice and terminates automatically upon any assignment thereof.

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

Once an Account participant begins receiving lifetime annuity income benefits, payment levels cannot be reduced as a result of the Account’s actual mortality experience. As such, mortality and expense risk expenses are contractual charges for TIAA’s assumption of this risk.

The liquidity guarantee ensures that sufficient funds are available to meet participant transfer and cash withdrawal requests in the event that the Account’s cash flows and liquid investments are insufficient to fund such requests.

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

Note 3—Concentrations of Risk

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

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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 March 31, 2019 (unaudited):

Diversification by Fair Value(1)
	West		East		South		Midwest		Total
Office	14.2	%	18.7	%	5.2	%	—	%	38.1	%
Apartment	9.5	%	7.5	%	6.7	%	1.0	%	24.7	%
Retail	7.4	%	3.0	%	7.7	%	0.7	%	18.8	%
Industrial	8.4	%	1.5	%	4.7	%	0.5	%	15.1	%
Other(2)	0.5	%	2.6	%	0.2	%	—	%	3.3	%
Total	40.0	%	33.3	%	24.5	%	2.2	%	100.0	%

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

⁽²⁾  Represents interests in Storage Portfolio investments, a fee interest encumbered by a ground lease real estate investment and land.

Properties in the “West” region are located in: AK, AZ, CA, CO, HI, ID, MT, NM, NV, OR, UT, WA, WY

Properties in the “East” region are located in: CT, DC, DE, KY, MA, MD, ME, NC, NH, NJ, NY, PA, RI, SC, VA, VT, WV

Properties in the “South” region are located in: AL, AR, FL, GA, LA, MS, OK, TN, TX

Properties in the “Midwest” region are located in: IA, IL, IN, KS, MI, MN, MO, ND, NE, OH, SD, WI

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. 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 March 31, 2019 (unaudited) and December 31, 2018 are as follows (millions):

	Years Ended December 31,
	As of			As of
	March 31, 2019			December 31, 2018
2019(1)	$	422.0	(1)	$	535.2
2020	533.7			497.7
2021	471.8			431.5
2022	402.2			366.9
2023	337.1			307.8
Thereafter	2,915.9			2,701.8
Total	$	5,082.7		$	4,840.9

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

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. Fair values of ground leases represent a component of the fair value assigned to a real estate investment. Accordingly, the Account does not separately place right-of-use assets and lease liabilities associated with ground leases on the Account's balance sheet.

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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):

	March 31, 2019
Assets:
Right-of-use assets, at fair value	$	25.6
Liabilities:
Ground lease liabilities, at fair value	$	25.6

Key Terms
Weighted-average remaining lease term (years)	84.6
Weighted-average discount rate1	6.14	%

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

For the three months ended March 31, 2019, operating lease costs related to ground leases were $0.3 million. These costs include variable lease costs, which are immaterial. Aggregate future minimum annual payments for ground leases held by the Account are as follows (millions, unaudited):

	Years Ended December 31,
	As of			As of
	March 31, 2019			December 31, 2018
2019(1)	$	0.9	(1)	$	1.2
2020	1.2			1.2
2021	1.2			1.2
2022	1.3			1.3
2023	1.3			1.3
Thereafter	388.0			388.0
Total	$	393.9		$	394.2

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

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 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.

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

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that primarily use market-based or independently sourced market data, including interest rate yield curves, market spreads, and currency rates. Valuation adjustments will be made to reflect changes in credit quality, counterparty’s creditworthiness, the Account’s creditworthiness, liquidity, and other observable and unobservable inputs that are applied consistently over time.

The methods described above are considered to produce fair values that represent an estimate by management of what an unaffiliated buyer in the marketplace would pay to purchase the asset or would receive to transfer the liability. Since fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, actual realizable values or future fair values may differ from amounts reported. Furthermore, while the Account believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments, while reasonable, could result in different estimates of fair value at the reporting date. As discussed in Note 1—Organization and Significant Accounting Policies in more detail, the Account generally obtains independent third party appraisals on a quarterly basis; there may be circumstances in the interim in which the true realizable value of a property is not reflected in the Account’s daily net asset value calculation or in the Account’s periodic Consolidated Financial Statements. This disparity may be more apparent when the commercial and/or residential real estate markets experience an overall and possibly dramatic decline (or increase) in property values in a relatively short period of time between appraisals.

The following tables show the major categories of assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 (unaudited) and December 31, 2018, 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 March 31, 2019
Real estate properties	$	—	$	—	$	15,968.6		$	—	$	15,968.6
Real estate joint ventures	—		—		6,420.4			—		6,420.4
Limited partnerships	—		—		—			186.0		186.0
Marketable securities:
Real estate-related	1,128.9		—		—			—		1,128.9
Government agency notes	—		2,501.5		—			—		2,501.5
United States Treasury securities	—		1,766.8		—			—		1,766.8
Loans receivable	—		—		967.3			—		967.3
Total Investments at March 31, 2019	$	1,128.9	$	4,268.3	$	23,356.3		$	186.0	$	28,939.5
Mortgage loans payable	$	—	$	—	$	(2,632.9	)	$	—	$	(2,632.9	)

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Description	Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Significant Other Observable Inputs		Level 3: Significant Unobservable Inputs			Fair Value Using Practical Expedient		Total at December 31, 2018
Real estate properties	$	—	$	—	$	15,531.1		$	—	$	15,531.1
Real estate joint ventures	—		—		6,356.6			—		6,356.6
Limited partnerships	—		—		—			175.9		175.9
Marketable securities:
Real estate-related	1,415.1		—		—			—		1,415.1
Government agency notes	—		2,050.7		—			—		2,050.7
United States Treasury securities	—		2,038.0		—			—		2,038.0
Loans receivable	—		—		913.0			—		913.0
Total Investments at December 31, 2018	$	1,415.1	$	4,088.7	$	22,800.7		$	175.9	$	28,480.4
Mortgage loans payable	$	—	$	—	$	(2,608.0	)	$	—	$	(2,608.0	)

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 months ended March 31, 2019 and 2018 (millions, unaudited):

	Real Estate Properties			Real Estate Joint Ventures			Loans Receivable			Total Level 3 Investments			Mortgage Loans Payable
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 (losses) 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	)

	Real Estate Properties			Real Estate Joint Ventures			Loans Receivable		Total Level 3 Investments			Mortgage Loans Payable
For the three months ended March 31, 2018
Beginning balance January 1, 2018	$	15,742.7		$	5,860.6		$	298.8	$	21,902.1		$	(2,238.3	)
Total realized and unrealized gains included in changes in net assets	90.5			24.2			0.1		114.8			27.7
Purchases(1)	216.2			14.4			20.1		250.7			(386.0		)
Sales	(143.4		)	—			—		(143.4		)	—
Settlements(2)	—			(93.6		)	—		(93.6		)	2.4
Ending balance March 31, 2018	$	15,906.0		$	5,805.6		$	319.0	$	22,030.6		$	(2,594.2	)

⁽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.

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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% (6.5%) 4.0% - 7.5% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.8% - 7.0% (4.8%)
	Industrial	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.3% - 9.3% (6.8%) 4.4% - 8.3% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	4.0% - 7.8% (4.9%)
	Apartment	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.5% - 7.8% (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% (6.4%) 4.3% - 8.8% (5.3%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.3% - 10.5% (4.7%)
Mortgage Loans Payable	Office and Industrial	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	36.0% - 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% - 4.2% (4.0%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	31.1% - 62.3% (48.0%) 1.2 - 1.4 (1.3)
	Retail	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	31.9% - 55.9% (39.5%) 4.0% - 4.9% (4.2%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	31.9% - 55.% (39.5%) 1.2 - 1.3 (1.2)
Loans Receivable	Office, Retail and Storage	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	70.8% - 79.2% (75.6%) 6.0% - 8.3% (7.1%)

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The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of March 31, 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% (4.8%)
	Industrial	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.5% - 8.9% (6.8%) 4.5% - 8.3% (5.5%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	4.0% - 7.5% (5.0%)
	Apartment	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.0% - 7.8% (6.2%) 3.5% - 6.3% (4.8%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.3% - 5.8% (4.3%)
	Retail	Income Approach—Discounted Cash Flow	Discount Rate Terminal Capitalization Rate	5.0% - 11.0% (6.4%) 4.3% - 9.0% (5.2%)
		Income Approach—Direct Capitalization	Overall Capitalization Rate	3.8% - 10.0% (4.6%)
Mortgage Loans Payable	Office and Industrial	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	36.4% - 68.7% (46.9%) 3.9% - 5.5% (4.2%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	36.4% - 68.7% (46.9%) 1.2 - 1.5 (1.3)
	Apartment	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	26.9% - 63.9% (39.9%) 3.4% - 4.0% (3.7%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	26.9% - 63.9% (39.9%) 1.1 - 1.4 (1.3)
	Retail	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	17.8% - 56.7% (32.7%) 3.6% - 4.8% (3.9%)
		Net Present Value	Loan to Value Ratio Weighted Average Cost of Capital Risk Premium Multiple	17.8% - 56.7% (32.7%) 1.1 - 1.4 (1.2)
Loans Receivable	Office, Retail and Storage	Discounted Cash Flow	Loan to Value Ratio Equivalency Rate	59.5% - 77.5% (75.4%) 4.2% - 8.3% (6.4%)

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

20

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 March 31, 2019	$	73.9	$	2.5	$	1.2	$	77.6	$	(29.6	)
For the three months ended March 31, 2018	$	94.6	$	24.2	$	0.1	$	118.9	$	27.7

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 March 31, 2019, the Account held investments in joint ventures with ownership interest percentages that ranged from 33.3% to 97.0%. 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 March 31,
	2019		2018
Operating Revenue and Expenses
Revenues	$	266.1	$	225.8
Expenses	145.3		140.6
Excess of revenues over expenses	$	120.8	$	85.2

Note 7—Investments in Limited Partnerships

Taconic New York City GP Fund, LP prohibits redemptions in the partnership prior to liquidation. Liquidation of the partnership is estimated to begin no earlier than 2024. The partnership allows the Account to sell its interest in the partnership, subject to the consent and approval of the general partner.

LCS SHIP Venture I, LLC prohibits redemptions prior to liquidation. The Account is permitted to sell or transfer its interest in the company with the consent and approval of the manager.

21

Note 8—Loans Receivable

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

	March 31, 2019
	(unaudited)				December 31, 2018
	Fair Value		%		Fair Value		%
Office	$	566.9	58.6	%	$	512.1	56.2	%
Industrial	155.1		16.0	%	176.4		19.3	%
Retail	101.6		10.5	%	101.6		11.1	%
Storage	83.8		8.7	%	63.2		6.9	%
Apartments	59.9		6.2	%	59.7		6.5	%
	$	967.3	100.0	%	$	913.0	100.0	%

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. Mezzanine debt in good health is typically reflective of a risk rating in the B range (e.g., BBB, BB, B), as these ratings reflect borrowers' having adequate financial resources to service their financial commitments, but also acknowledging that adverse economic conditions, should they occur, would likely impede on a borrowers' ability to pay.

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

	Number of Loans	Fair Value		%
BBB	2	$	79.9	8.3	%
BB	6	655.8		67.7	%
B	5	205.1		21.2	%
C	1	20.2		2.1	%
NR1	1	6.3		0.7	%
	15	$	967.3	100.0	%

⁽¹⁾ "NR" designates loans not assigned an internal credit rating. As of March 31, 2019, this is representative of one loan collateralized by an interest in a joint venture invested 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.

The Account has no loans in non-performing status as of March 31, 2019.

22

Note 9—Mortgage Loans Payable

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

Property	Annual Interest Rate and Payment Frequency(2)	Principal Amounts Outstanding as of						Maturity
		March 31, 2019 (unaudited)			December 31, 2018
Mass Court(1)	2.88% paid monthly	89.7			90.2			September 1, 2019
Red Canyon at Palomino Park(4)	5.34% paid monthly	27.1			27.1			August 1, 2020
Green River at Palomino Park(4)	5.34% paid monthly	33.2			33.2			August 1, 2020
Blue Ridge at Palomino Park(4)	5.34% paid monthly	33.4			33.4			August 1, 2020
Ashford Meadows Apartments	5.17% paid monthly	44.6			44.6			August 1, 2020
The Knoll(1)	3.98% paid monthly	16.8			16.9			December 5, 2020
Ascent at Windward	3.51% paid monthly	34.6			34.6			January 1, 2022
The Palatine(1)	4.25% paid monthly	77.0			77.4			January 10, 2022
The Forum at Carlsbad(1)	4.25% paid monthly	86.9			87.3			March 1, 2022
Fusion 1560	3.42% paid monthly	37.4			37.4			June 10, 2022
The Colorado(1)	3.69% paid monthly	89.4			89.9			November 1, 2022
The Legacy at Westwood(1)	3.69% paid monthly	45.6			45.8			November 1, 2022
Regents Court(1)	3.69% paid monthly	38.6			38.8			November 1, 2022
Fourth & Madison(1)	3.75% paid monthly	197.4			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	325.4			327.0			June 1, 2023
Biltmore at Midtown	3.94% paid monthly	36.4			36.4			July 5, 2023
Cherry Knoll	3.78% paid monthly	35.3			35.3			July 5, 2023
Lofts at SoDo	3.94% paid monthly	35.1			35.1			July 5, 2023
1401 H Street, NW	3.65% paid monthly	115.0			115.0			November 5, 2024
Circa Green Lake	3.71% paid monthly	52.0			52.0			March 5, 2025
Union - South Lake Union	3.66% paid monthly	57.0			57.0			March 5, 2025
Holly Street Village	3.65% paid monthly	81.0			81.0			May 1, 2025
Township Apartments	3.65% paid monthly	49.0			49.0			May 1, 2025
32 South State Street	4.48% paid monthly	24.0			24.0			June 6, 2025
780 Third Avenue	3.55% paid monthly	150.0			150.0			August 1, 2025
780 Third Avenue	3.55% paid monthly	20.0			20.0			August 1, 2025
701 Brickell Avenue	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
1900 K Street, NW	3.93% paid monthly	163.0			163.0			April 1, 2028
99 High Street	3.90% paid monthly	277.0			277.0			March 1, 2030
Total Principal Outstanding		$	2,683.4		$	2,688.1
Fair Value Adjustment(3)		(50.5		)	(80.1		)
Total Mortgage Loans Payable		$	2,632.9		$	2,608.0

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

⁽²⁾  Interest rates are fixed. Some mortgages held by the Account are structured to begin principal and interest payments after an initial interest only period.

⁽³⁾  The fair value adjustment consists of the difference (positive or negative) between the principal amount of the outstanding debt and the fair value of the outstanding debt. See Note 1—Organization and Significant Accounting Policies.

⁽⁴⁾  Represents mortgage loans on these individual properties which are held within the Palomino Park portfolio.

⁽⁵⁾  This mortgage is comprised of three individual loans, all with equal recourse, interest rate and maturity. The principal balances by loan are $79.0 million, $45.0 million and $13.5 million.

23

Note 10—Line of Credit

On September 20, 2018, the Account entered into a $500.0 million unsecured revolving credit agreement (“Line of Credit”) syndicated across four national banks (“Lenders”), with each Lender providing a $125.0 million commitment. Access to the Line of Credit expires on September 20, 2021, with an option to extend the Line of Credit for two consecutive twelve 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 three months ended March 31, 2019, $0.3 million was charged to the Account for expenses related to the Line of Credit.

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

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

As of March 31, 2019, the Account had no active loans outstanding on the Line of Credit. The Account is in compliance with all covenants required by the Line of Credit.

24

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 Three Months Ended March 31, 2019			Years Ended December 31,
				2018			2017			2016
	(Unaudited)
Per Accumulation Unit Data:
Rental income	$	4.323		$	17.757		$	17.132		$	16.433
Real estate property level expenses and taxes	2.165			8.548			7.722			7.534
Real estate income, net	2.158			9.209			9.410			8.899
Other income	1.567			6.162			4.762			3.594
Total income	3.725			15.371			14.172			12.493
Expense charges(1)	0.887			3.161			3.318			3.290
Investment income, net	2.838			12.210			10.854			9.203
Net realized and unrealized gain on investments and mortgage loans payable	4.319			6.877			5.839			9.660
Net increase in Accumulation Unit Value	7.157			19.087			16.693			18.863
Accumulation Unit Value:
Beginning of period	417.416			398.329			381.636			362.773
End of period	$	424.573		$	417.416		$	398.329		$	381.636
Total return(3)	1.71		%	4.79		%	4.37		%	5.20		%
Ratios to Average net assets(2):
Expenses(1)	0.84		%	0.76		%	0.83		%	0.86		%
Investment income, net	2.68		%	2.95		%	2.72		%	2.41		%
Portfolio turnover rate(3):
Real estate properties(4)	0.1		%	11.8		%	2.7		%	1.3		%
Marketable securities(5)	0.5		%	5.1		%	5.7		%	3.5		%
Accumulation Units outstanding at end of period (millions)	60.8			60.7			61.3			62.4
Net assets end of period (millions)	$	26,321.7		$	25,842.6		$	24,942.6		$	24,304.7

⁽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 three months ended March 31, 2019 are annualized.

⁽³⁾  Percentages for the three months ended March 31, 2019 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 joint venture and limited partnership 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.

25

Note 12—Accumulation Units

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

	For the Three Months Ended March 31, 2019		For the Year Ended December 31, 2018
	(Unaudited)
Outstanding:
Beginning of period	60.7		61.3
Credited for premiums	1.6		6.5
Annuity, other periodic payments, withdrawals and death benefits	(1.5	)	(7.1	)
End of period	60.8		60.7

Note 13—Commitments and Contingencies

Commitments—As of March 31, 2019 and December 31, 2018, the Account had the following immediately callable commitments to purchase additional interests in its limited partnership investments:

	March 31, 2019		December 31, 2018
	(Unaudited)
Taconic New York City GP Fund	$	13.7	$	26.0
LCS SHIP Venture I, LLC	47.6		75.0
	$	61.3	$	101.0

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).

Contingencies—In the normal course of business, the Account may be named, from time to time, as a defendantor 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.

26

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

REAL ESTATE PROPERTIES—55.2% and 54.5%

Location/Description	Type	Fair Value at
		March 31, 2019			December 31, 2018
		(Unaudited)
Alabama:
Riverchase Village	Retail	$	40.2		$	40.0
Arizona:
Camelback Center	Office	44.1			63.4
California:
55 Second Street	Office	383.4		(1)	368.2		(1)
88 Kearny Street	Office	192.3			189.1
200 Middlefield Road	Office	65.4			61.8
12910 Mulberry Drive Industrial	Industrial	21.7			21.7
30700 Russell Ranch	Office	36.6			34.6
Allure at Camarillo	Apartments	62.8			61.8
BLVD63	Apartments	164.0			164.0
Bridgepointe Shopping Center	Retail	128.0			125.0
Centre Pointe and Valley View	Industrial	52.0			51.2
Cerritos Industrial Park	Industrial	153.1			153.1
Charleston Plaza	Retail	99.8			100.0
Frontera Industrial Business Park	Industrial	80.9			74.0
Great West Industrial Portfolio	Industrial	182.5			178.5
Holly Street Village	Apartments	152.0		(1)	152.1		(1)
Larkspur Courts	Apartments	146.0			146.0
Northern CA RA Industrial Portfolio	Industrial	101.6			93.3
Oakmont IE West Portfolio	Industrial	104.5			103.5
Oceano at Warner Center	Apartments	90.1			89.3
Ontario Industrial Portfolio	Industrial	450.7			421.8
Ontario Mills Industrial Portfolio	Industrial	62.1			61.8
Otay Mesa Industrial Portfolio	Industrial	31.3			29.4
Pacific Plaza	Office	108.8			116.5
Rancho Cucamonga Industrial Portfolio	Industrial	78.7			76.2
Rancho Del Mar	Apartments	92.5			92.5
Regents Court	Apartments	100.0		(1)	104.0		(1)
Southern CA RA Industrial Portfolio	Industrial	144.6			143.4
Stella	Apartments	183.7			183.7
Stevenson Point	Industrial	61.4			61.3
The Forum at Carlsbad	Retail	224.0		(1)	225.0		(1)
The Legacy at Westwood	Apartments	147.1		(1)	144.0		(1)
Township Apartments	Apartments	90.4		(1)	90.5		(1)
West Lake North Business Park	Office	63.4			62.6
Westcreek	Apartments	55.1			55.0
Westwood Marketplace	Retail	142.0			142.0
Wilshire Rodeo Plaza	Office	325.1			312.4
Colorado:
1600 Broadway	Office	111.5			—
Palomino Park	Apartments	352.0		(1)	348.0		(1)
South Denver Marketplace	Retail	71.1			72.7
Connecticut:
Wilton Woods Corporate Campus	Office	118.1			121.0

27

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description	Type	Fair Value at
		March 31, 2019			December 31, 2018
		(Unaudited)
Florida:
5 West	Apartments	$	62.2		$	62.2
701 Brickell Avenue	Office	395.1		(1)	394.3		(1)
Broward Industrial Portfolio	Industrial	60.8			59.1
Casa Palma	Apartments	101.0			102.0
Fusion 1560	Apartments	82.0		(1)	82.0		(1)
Lofts at SoDo	Apartments	66.0		(1)	66.7		(1)
Orion on Orpington	Apartments	49.8			49.2
Publix at Weston Commons	Retail	74.4			74.6
Seneca Industrial Park	Industrial	121.0			117.5
South Florida Apartment Portfolio	Apartments	108.8			108.7
The Manor Apartments	Apartments	51.6			52.9
The Manor at Flagler Village	Apartments	137.0			137.1
The Residences at the Village of Merrick Park	Apartments	70.3			72.7
Weston Business Center	Industrial	100.9			97.8
Georgia:
Ascent at Windward	Apartments	68.4		(1)	68.4		(1)
Atlanta Industrial Portfolio	Industrial	37.2			35.5
Biltmore at Midtown	Apartments	70.3		(1)	70.4		(1)
Glen Lake	Apartments	54.7			—
Shawnee Ridge Industrial Portfolio	Industrial	89.8			89.2
Illinois:
32 South State Street	Retail	50.1		(1)	50.4		(1)
803 Corday	Apartments	93.1			94.2
Chicago Caleast Industrial Portfolio	Industrial	84.9			82.8
Chicago Industrial Portfolio	Industrial	30.0			28.7
Maryland:
Cherry Knoll	Apartments	59.7		(1)	59.2		(1)
Landover Logistics Center	Industrial	44.0			44.3
The Shops at Wisconsin Place	Retail	76.8			76.9
Massachusetts:
99 High Street	Office	506.0		(1)	506.4		(1)
Fort Point Creative Exchange Portfolio	Office	248.0			247.1
Northeast RA Industrial Portfolio	Industrial	42.3			42.0
One Beeman Road	Industrial	34.1			34.0
Minnesota:
The Bridges	Apartments	64.9			64.9
The Knoll	Apartments	36.7		(1)	36.1		(1)
New Jersey:
10 New Maple Avenue	Industrial	18.7			18.0
200 Milik Street	Industrial	54.1			54.0
Marketfair	Retail	104.0			104.3
South River Road Industrial	Industrial	104.2			102.5
New York:
21 Penn Plaza	Office	324.6			317.8
250 North 10th Street	Apartments	147.0			151.0
425 Park Avenue	Ground Lease	464.0			461.0
780 Third Avenue	Office	410.0		(1)	418.7		(1)

28

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description	Type	Fair Value at
		March 31, 2019			December 31, 2018
		(Unaudited)
837 Washington Street	Office	$	224.0		$	222.0
The Colorado	Apartments	254.2		(1)	254.9		(1)
North Carolina:
Centric Gateway	Apartments	72.8			70.0
Oregon:
The Cordelia	Apartments	42.5			41.7
Pennsylvania:
1619 Walnut Street	Retail	23.2			24.1
South Carolina:
Greene Crossing	Apartments	74.8			75.1
Tennessee:
Southside at McEwen	Retail	48.8			48.6
Texas:
3131 McKinney	Office	48.6			49.7
Beltway North Commerce Center	Industrial	28.5			26.3
Carrington Park	Apartments	63.1			65.1
Churchill on the Park	Apartments	72.3			71.3
Cliffs at Barton Creek	Apartments	46.2			46.7
Dallas Industrial Portfolio	Industrial	223.8			222.3
Houston Apartment Portfolio	Apartments	164.1			164.4
Lincoln Centre	Office	372.2			372.6
Northwest Houston Industrial Portfolio	Industrial	74.5			75.6
Park 10 Distribution	Industrial	10.1			10.0
Pinnacle Industrial Portfolio	Industrial	64.4			51.2
Pinto Business Park	Industrial	147.3			144.9
The Maroneal	Apartments	55.6			56.1
Virginia:
8270 Greensboro Drive	Office	48.5			47.5
Ashford Meadows Apartments	Apartments	106.0		(1)	107.1		(1)
Plaza America	Retail	114.0			116.3
The Ellipse at Ballston	Office	83.3			82.4
The Palatine	Apartments	124.1		(1)	122.0		(1)
Washington:
Circa Green Lake	Apartments	100.0		(1)	98.2		(1)
Fourth and Madison	Office	590.0		(1)	580.0		(1)
Northwest RA Industrial Portfolio	Industrial	46.3			43.0
Pacific Corporate Park	Industrial	58.5			52.8
Prescott Wallingford Apartments	Apartments	67.9			66.5
Rainier Corporate Park	Industrial	145.1			141.6
Regal Logistics Campus	Industrial	115.0			109.1
Union - South Lake Union	Apartments	114.0		(1)	114.0		(1)
Washington DC:
1001 Pennsylvania Avenue	Office	783.5		(1)	782.8		(1)
1401 H Street, NW	Office	220.3		(1)	209.5		(1)
1900 K Street, NW	Office	340.0		(1)	342.1		(1)

29

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description	Type	Fair Value at
		March 31, 2019			December 31, 2018
		(Unaudited)
Mass Court	Apartments	$	166.1	(1)	$	166.1	(1)
The Ashton	Apartments	31.3			30.5
The Louis at 14th	Apartments	163.0			162.0
The Woodley	Apartments	195.0			196.0
Various:
Colony Industrial Portfolio	Industrial	132.6		(3)	—
TOTAL REAL ESTATE PROPERTIES
(Cost $13,051.4 and $12,687.8)		$	15,968.6		$	15,531.1

REAL ESTATE JOINT VENTURES AND LIMITED PARTNERSHIPS—22.9% and 22.9%

REAL ESTATE JOINT VENTURES—22.2% and 22.3%

Location/Description	Type	Fair Value at
		March 31, 2019			December 31, 2018
		(Unaudited)
California:
CA—Colorado Center LP Colorado Center (50% Account Interest)	Office	$	381.0	(2)	$	376.2	(2)
PC Borrower, LLC Pacific City (70% Account Interest)	Retail	59.1		(2)	59.5		(2)
TREA 9625 Towne Center, LLC 9625 Towne Centre Drive (49.9% Account Interest)	Land	47.5			45.5
TREA Campus Pointe 1, LLC Campus Pointe 1 (45% Account Interest)	Office	154.0			153.7
TREA Campus Pointe 2 & 3, LLC Campus Pointe 2 & 3 (45% Account Interest)	Office (5)	134.7			132.8
TREA Campus Pointe 4, LLC Campus Pointe 4 (45% Account Interest)	Office	9.3			9.2
T-C 1500 Owens, LLC 1500 Owens Street (49.9% Account Interest)	Office	79.9			78.8
T-C Foundry Square II Venture LLC Foundry Square II (50.1% Account Interest)	Office	297.4			290.1
T-C Illinois Street, LLC 409-499 Illinois Street (40% Account Interest)	Office	227.6			223.9
Valencia Town Center Associates LP Valencia Town Center (50% Account Interest)	Retail	141.0		(2)	140.5		(2)
Florida:
Florida Mall Associates, Ltd The Florida Mall (50% Account Interest)	Retail	768.5		(2)	769.7		(2)
TREA Florida Retail, LLC Florida Retail Portfolio (80% Account Interest)	Retail	155.9			156.0
West Dade County Associates Miami International Mall (50% Account Interest)	Retail	169.2		(2)	170.3		(2)
Indiana:
THP Park on Morton, LLC Park on Morton (97% Account Interest)	Apartments	29.3		(2)	29.5		(2)
Maryland:
WP Project Developer The Shops at Wisconsin Place (33.33% Account Interest)	Retail	17.3			20.4

30

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description	Type	Fair Value at
		March 31, 2019			December 31, 2018
		(Unaudited)
Massachusetts:
One Boston Place REIT One Boston Place (50.25% Account Interest)	Office	$	242.0		$	239.1
T-C 225 Binney, LLC 225 Binney Street (70% Account Interest)	Office	223.8			220.2
T-C 501 Boylston Street Member, LLC 501 Boylston (50.1% Account Interest)	Office	194.9		(2)	195.6		(2)
Nevada:
Fashion Show Holding I, LLC Fashion Show (50% Account Interest)	Retail	795.1		(2)	819.1		(2)
New York:
401 West 14th Street, LLC 401 West 14th Street (42.19% Account Interest)	Retail	47.9		(2)	48.4		(2)
440 Ninth Avenue Owner, LLC 440 Ninth Avenue (88.52% Account Interest)	Office	123.2		(2)	121.4		(2)
817 Broadway Owner, LLC 817 Broadway (61.46% Account Interest)	Office	34.4		(2)	28.0		(2)
MRA Hub 34 Holding, LLC The Hub (95% Account Interest)	Office	63.0		(2)	59.2		(2)
RGM 42, LLC MiMA (70% Account Interest)	Apartments	117.4		(2)	118.4		(2)
TREA 35th Street LIC Investor Member, LLC Commerce LIC (97.5% Account Interest)	Industrial	—			0.6
North Carolina:
THP 1505 Hillsborough Street, LLC The Theory (97% Account Interest)	Apartments	32.4		(2)	—
Tennessee:
West Town Mall, LLC West Town Mall (50% Account Interest)	Retail	151.1		(2)	154.3		(2)
Texas:
Four Oaks Venture LP Four Oaks Place LP (51% Account Interest)	Office	341.5		(2)	344.6		(2)
THP Cabana Beach San Marcos, LLC Cabana Beach San Marcos (97% Account Interest)	Apartments	23.5		(2)	23.0		(2)
THP The Forum at Sam Houston, LLC The Forum - Sam Houston (97% Account Interest)	Apartments	17.8		(2)	17.6		(2)
THP West Campus, LLC Aspen Heights (97% Account Interest)	Apartments	45.1		(2)	42.3		(2)
Various:
DDRTC Core Retail Fund, LLC SITE Centers Corp (85% Account Interest)	Retail	652.9		(2,3)	655.8		(2,3)
Simpson Housing LLP Simpson Housing Portfolio (80% Account Interest)	Apartments	406.2		(2,3)	400.1		(2,3)
Storage Portfolio I, LLC Storage Portfolio I (66.02% Account Interest)	Storage	94.5		(2,3)	92.4		(2,3)
Storage Portfolio II, LLC Storage Portfolio II (90% Account Interest)	Storage	124.1		(2,3)	120.4		(2,3)

31

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Location/Description	Type	Fair Value at
		March 31, 2019			December 31, 2018
		(Unaudited)
Storage Portfolio III, LLC Storage Portfolio III (90% Account Interest)	Storage	$	17.9	(3)	$	—
TOTAL REAL ESTATE JOINT VENTURES (Cost $5,109.1 and $5,030.9)		$	6,420.4		$	6,356.6
LIMITED PARTNERSHIPS—0.7% and 0.6%
Clarion Gables Multi-Family Trust LP (1.681% Account Interest)		$	—		$	30.1
LCS SHIP Venture I, LLC (90% Account Interest)		157.7			129.7
Taconic New York City GP Fund, LP (60% Account Interest)		27.9			15.7
Transwestern Mezz Realty Partners III, LLC (11.715% Account Interest)		0.4		(8)	0.4		(8)
TOTAL LIMITED PARTNERSHIPS (Cost $191.9 and $176.9)		$	186.0		$	175.9
TOTAL REAL ESTATE JOINT VENTURES AND LIMITED PARTNERSHIPS (Cost $5,301.0 and $5,207.8)		$	6,606.4		$	6,532.5

MARKETABLE SECURITIES—18.6% and 19.4%

REAL ESTATE-RELATED MARKETABLE SECURITIES—3.9% and 5.0%

Shares		Issuer	Fair Value at
			March 31, 2019			December 31, 2018
2019	2018
			(Unaudited)
74,510	110,762	Acadia Realty Trust	$	2.0		$	2.6
30,997	46,535	Agree Realty Corporation	2.1			2.8
63,163	94,479	Alexander & Baldwin, Inc.	1.6			1.7
1,969	2,986	Alexander's, Inc.	0.7			0.9
103,730	146,953	Alexandria Real Estate Equities, Inc.	14.8			16.9
35,601	52,670	American Assets Trust, Inc.	1.6			2.1
126,729	188,889	American Campus Communities, Inc.	6.0			7.8
50,000	75,276	American Financial Trust, Inc.	0.5		(7)	1.0		(7)
240,548	357,614	American Homes 4 Rent	5.6			7.1
408,632	606,653	American Tower Corp.	80.5			96.0
117,549	118,616	Americold Realty Trust	3.6			3.0
145,007	213,704	Apartment Investment and Management Company	7.3			9.4
201,523	301,399	Apple Hospitality Inc.	3.3			4.3
45,656	69,576	Armada Hoffler Properties Inc.	0.7			1.0
85,255	108,956	Ashford Hospitality Trust, Inc.	0.4			0.4
128,539	190,742	Avalonbay Communities, Inc.	25.8			33.2
22,100	30,596	Bluerock Residential Growth, Inc.	0.2			0.3
143,804	213,492	Boston Properties, Inc.	19.3			24.0
27,054	39,766	Braemar Hotels & Resorts, Inc.	0.3			0.4
163,372	243,776	Brandywine Realty Trust	2.6			3.1
280,637	418,058	Brixmore Property Group Inc	5.2			6.1
116,745	173,572	Brookfield Property REIT	2.4			2.8
9,679	12,485	BRT Apartments Corporation	0.1			0.1
82,610	123,044	Camden Property Trust	8.4			10.8
76,997	115,194	CareTrust REIT Inc.	1.8			2.1
48,578	64,018	Catchmark Timber Trust, Inc.	0.5			0.5
156,619	239,329	CBL & Associates Properties, Inc.	0.2		(7)	0.5
81,807	112,105	Cedar Shopping Centers, Inc.	0.3			0.4

32

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares		Issuer	Fair Value at
			March 31, 2019			December 31, 2018
2019	2018
			(Unaudited)
42,430	65,187	Chatham Lodging Trust	$	0.8		$	1.2
54,866	80,952	Chesapeake Lodging Trust	1.5			2.0
38,317	47,817	City Office REIT Inc.	0.4			0.5
13,745	21,288	Clipper Realty, Inc.	0.2			0.3
447,263	661,676	Colony Capital, Inc.	2.4			3.1
110,056	163,866	Columbia Property Trust Inc.	2.5			3.2
16,427	23,436	Community Healthcare Trust, Inc.	0.6			0.7
109,859	162,853	CoreCivic, Inc.	2.1			2.9
11,827	16,269	Corenergy Infrastructure Trust, Inc.	0.4			0.5
38,264	57,463	Corepoint Lodging, Inc.	0.4			0.7
33,851	50,118	CoreSite Realty Corporation	3.6			4.4
96,020	142,696	Corporate Office Properties Trust	2.6			3.0
388,959	580,413	Cousins Properties Incorporated	3.8			4.6
385,746	572,594	Crown Castle International Corporation	49.4			62.2
172,478	255,847	Cubesmart	5.5			7.3
97,375	144,491	CyrusOne Inc.	5.1			7.6
191,753	284,793	DiamondRock Hospitality Company	2.1			2.6
191,388	284,543	Digital Realty Trust, Inc.	22.8			30.3
149,410	222,742	Douglas Emmett, Inc.	6.0			7.6
331,989	493,225	Duke Realty Corporation	10.2			12.8
55,989	86,054	Easterly Government Properties, Inc.	1.0			1.3
32,538	48,463	EastGroup Properties, Inc.	3.6			4.4
131,890	196,612	Empire State Realty Trust	2.1			2.8
68,597	102,222	EPR Properties	5.3			6.5
77,071	110,827	Equinix Inc.	34.9			39.1
79,653	118,255	Equity Lifestyle Properties, Inc.	9.1			11.5
334,150	495,921	Equity Residential	25.2			32.7
33,846	47,818	Essential Properties Realty	0.7			0.7
61,197	90,861	Essex Property Trust, Inc.	17.7			22.3
113,544	168,808	Extra Space Storage, Inc.	11.6			15.3
31,764	39,335	Farmland Partners, Inc.	0.2			0.2
67,788	100,845	Federal Realty Investment Trust	9.3			11.9
115,212	171,124	First Industrial Realty Trust, Inc.	4.1			4.9
62,656	95,288	Four Corners Property Trust	1.9			2.5
96,428	148,193	Franklin Street Properties Corp.	0.7			0.9
49,158	66,846	Front Yard Residential Corp.	0.5			0.6
187,559	279,615	Gaming and Leisure Properties, Inc.	7.2			9.0
111,159	164,774	GEO Group Inc./The	2.1			3.2
30,292	45,390	Getty Realty Corp.	1.0			1.3
26,518	40,600	Gladstone Commercial Corporation	0.6			0.7
14,877	17,897	Gladstone Land Corporation	0.2		(7)	0.2
21,044	27,913	Global Medical REIT, Inc.	0.2			0.2
70,838	97,753	Global Net Lease, Inc.	1.3			1.7
—	134,722	Government Properties Income Trust	—			0.9
444,992	651,177	HCP, Inc.	13.9			18.2
114,689	170,298	Healthcare Realty Trust Inc.	3.7			4.8
191,882	285,255	Healthcare Trust of America	5.5			7.2
32,932	50,946	Hersha Hospitality Trust	0.6			0.9
94,566	140,879	Highwoods Properties, Inc.	4.4			5.5

33

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares		Issuer	Fair Value at
			March 31, 2019			December 31, 2018
2019	2018
			(Unaudited)
151,402	225,198	Hospitality Properties Trust	$	4.0		$	5.4
681,682	1,014,135	Host Hotels & Resorts, Inc.	12.9			16.9
143,396	213,134	Hudson Pacific Properties, Inc.	4.9			6.2
82,483	123,683	Independence Realty Trust, Inc.	0.9			1.1
59,771	88,878	Industrial Logics Properties	1.2			1.7
40,893	—	Infrareit, Inc.	0.9			—
11,092	16,729	Investors Real Estate Trust	0.7			0.8
318,068	414,132	Invitation Homes, Inc.	7.7			8.3
264,295	393,221	Iron Mountain Inc.	9.4			12.7
1,211,116	1,500,000	iShares Dow Jones US Real Estate Index Fund	105.4		(7)	112.4		(7)
97,319	144,518	JBG Smith Properties	4.0			5.0
91,904	136,455	Kilroy Realty Corporation	7.0			8.6
378,323	563,416	Kimco Realty Corporation	7.0			8.3
76,531	113,467	Kite Realty Group Trust	1.2			1.6
78,494	116,496	Lamar Advertising Corporation	6.2			8.1
196,197	293,991	Lexington Realty Trust	1.8			2.4
137,198	204,392	Liberty Property Trust	6.6			8.6
42,635	63,299	Life Storage, Inc.	4.1			5.9
36,387	54,350	LTC Properties, Inc.	1.7			2.3
83,688	123,992	Mack-Cali Realty Corporation	1.9			2.4
26,462	44,471	Medequities Realty Trust, Inc.	0.3			0.3
343,053	503,539	Medical Properties Trust, Inc.	6.3			8.1
105,542	157,147	Mid-America Apartment Communities, Inc.	11.5			15.0
82,477	121,059	Monmouth Real Estate Investment Corporation	1.1			1.5
37,821	56,533	National Health Investors, Inc.	3.0			4.3
147,365	219,159	National Retail Properties, Inc.	8.2			10.6
52,362	78,758	National Storage Affiliates Trust	1.5			2.1
74,702	97,013	New Senior Investment Group	0.4			0.4
17,284	25,395	Nexpoint Residential Trust, Inc.	0.7			0.9
41,319	60,527	NorthStar Realty Europe Corp.	0.7			0.9
44,091	—	Office Properties Income Trust, Inc.	1.2			—
184,210	273,749	Omega Healthcare Investors, Inc.	7.0			9.6
14,028	21,786	One Liberty Properties, Inc.	0.4			0.5
128,924	192,190	Outfront Media Inc.	3.0			3.5
190,256	289,253	Paramount Group Inc.	2.7			3.6
186,993	276,143	Park Hotels & Resorts, Inc.	5.8			7.2
120,096	186,399	Pebblebrook Hotel Trust	3.7			5.3
68,908	96,360	Pennsylvania Real Estate Investment Trust	0.4		(7)	0.6
168,960	250,372	Physicians Realty Trust	3.2			4.0
116,727	177,784	Piedmont Office Realty Trust, Inc.	2.4			3.0
61,330	91,285	Potlatch Corporation	2.3			2.9
39,991	54,653	Preferred Apartment Communities, Inc.	0.6			0.8
583,127	865,465	ProLogis	42.0			50.8
18,416	27,314	PS Business Parks, Inc.	2.9			3.6
138,208	205,162	Public Storage, Inc.	30.1			41.5
47,123	69,517	QTS Realty Trust, Inc.	2.1			2.6
119,982	178,720	Rayonier, Inc.	3.8			4.9
274,765	408,129	Realty Income Corporation	20.2			25.7
141,366	210,244	Regency Centers Corporation	9.5			12.3

34

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Shares		Issuer	Fair Value at
			March 31, 2019			December 31, 2018
2019	2018
			(Unaudited)
103,907	155,276	Retail Opportunity Investment	$	1.8		$	2.5
200,102	298,353	Retail Properties of America	2.4			3.2
14,197	21,416	Retail Value, Inc.	0.4			0.6
85,350	126,860	Rexford Industrial Realty Inc.	3.1			3.7
160,837	239,679	RLJ Lodging Trust	2.8			3.9
73,375	113,496	RPT Realty	0.9			1.4
41,372	61,126	Ryman Hospitality Properties	3.4			4.1
164,557	244,568	Sabra Health Care REIT Inc.	3.2			4.0
8,808	—	Safe Hold, Inc.	0.2			—
—	10,996	Safety Income and Growth, Inc	—			0.2
10,912	16,999	Saul Centers, Inc.	0.6			0.9
104,314	154,833	SBA Communications Corporation	20.8			25.1
—	121,549	Select Income Real Estate Investment Trust	—			0.9
218,790	326,164	Senior Housing Properties Trust	2.6			3.8
287,035	426,117	Simon Property Group, Inc.	52.3			71.6
141,975	209,816	Site Centers Corporation	1.9			2.3
75,249	113,961	SL Green Realty Corp.	6.8			9.0
39,805	59,766	Spirit MTA REIT	0.3			0.4
79,609	117,972	Spirit Realty Capital Inc.	3.2			4.3
90,513	135,097	Stag Industrial, Inc.	2.7			3.4
178,272	264,895	STORE Capital Corporation	6.0			7.5
95,646	141,848	Summit Hotel Properties, Inc.	1.1			1.4
78,237	116,162	Sun Communities, Inc.	9.3			11.8
211,084	313,714	Sunstone Hotel Investors, L.L.C.	3.0			4.1
84,997	126,963	Tanger Factory Outlet Centers, Inc.	1.8			2.6
55,118	81,759	Taubman Centers, Inc.	2.9			3.8
55,559	80,363	Terreno Realty Corporation	2.3			2.8
126,543	188,118	The Macerich Company	5.5			8.1
49,608	73,743	Tier Inc.	1.4			1.5
254,297	366,433	UDR, Inc.	11.6			14.5
31,221	46,595	UMH Properties, Inc.	0.4			0.6
156,256	231,999	UNITI Group, Inc.	1.7		(7)	3.6
11,854	18,151	Universal Health Realty Income Trust	0.9			1.1
101,189	150,757	Urban Edge Properties	1.9			2.5
27,344	42,533	Urstadt Biddle Properties, Inc.	0.6			0.9
331,433	491,993	Ventas, Inc.	21.1			28.8
902,354	1,342,240	VEREIT, Inc.	7.6			9.6
377,253	554,541	Vici Properties, Inc.	8.3			10.4
160,452	238,674	Vornado Realty Trust	10.8			14.8
172,881	257,311	Washington Prime Group, Inc.	1.0			1.3
74,011	110,436	Washington Real Estate Investment Trust	2.1			2.5
111,105	165,849	Weingarten Realty Investors	3.3			4.1
346,587	514,421	Welltower Inc.	26.9			35.7
697,839	1,035,575	Weyerhaeuser Company	18.4			22.6
35,300	54,425	Whitestone Real Estate Investment Trust B	0.4			0.7
147,964	219,891	WP Carey Inc.	11.6			14.4
104,221	154,344	Xenia Hotels & Resorts Inc.	2.3			2.7
TOTAL REAL ESTATE-RELATED MARKETABLE SECURITIES (Cost $906.1 and $1,274.7)			$	1,128.9		$	1,415.1

35

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

OTHER MARKETABLE SECURITIES—14.7% and 14.4%

GOVERNMENT AGENCY NOTES—8.6% and 7.2%

Principal				Issuer	Yield(4)	Maturity Date	Fair Value at
							March 31, 2019		December 31, 2018
2019		2018
							(Unaudited)
$	—	$	20.0	Fannie Mae Discount Notes	2.270%	1/9/2019	$	—	$	20.0
—		3.6		Fannie Mae Discount Notes	2.350%	2/6/2019	—		3.5
—		22.6		Fannie Mae Discount Notes	2.390%	2/13/2019	—		22.5
—		17.6		Fannie Mae Discount Notes	2.350%	3/1/2019	—		17.5
32.1		—		Fannie Mae Discount Notes	2.340%-2.450%	4/3/2019	32.1		—
23.4		—		Fannie Mae Discount Notes	2.340%	4/15/2019	23.4		—
40.2		—		Fannie Mae Discount Notes	2.420%	5/1/2019	40.1		—
25.0		—		Fannie Mae Discount Notes	2.400%	5/10/2019	24.9		—
20.2		—		Fannie Mae Discount Notes	2.430%	6/3/2019	20.1		—
15.1		—		Fannie Mae Discount Notes	2.420%	6/10/2019	15.0		—
—		6.0		Farmer Mac Discount Notes	2.440%	3/15/2019	—		6.0
18.7		—		Farmer Mac Discount Notes	2.480%	6/21/2019	18.6		—
—		9.1		Federal Farm Credit Bank Discount Notes	2.380%	3/18/2019	—		9.0
18.0		18.0		Federal Farm Credit Bank Discount Notes	2.490%	5/2/2019	18.0		17.9
20.0		20.0		Federal Farm Credit Bank Discount Notes	2.540%	5/23/2019	19.9		19.8
5.0		—		Federal Farm Credit Bank Discount Notes	2.480%	6/21/2019	5.0		—
—		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
—		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
83.1		—		Federal Home Loan Bank Discount Notes	2.230%	4/1/2019	83.1		—

36

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal				Issuer	Yield(4)	Maturity Date	Fair Value at
							March 31, 2019		December 31, 2018
2019		2018
							(Unaudited)
$	40.0	$	40.0	Federal Home Loan Bank Discount Notes	2.460%	4/5/2019	$	40.0	$	39.7
40.0		40.0		Federal Home Loan Bank Discount Notes	2.470%	4/8/2019	40.0		39.7
50.0		—		Federal Home Loan Bank Discount Notes	2.390%	4/9/2019	50.0		—
50.0		50.0		Federal Home Loan Bank Discount Notes	2.440%	4/10/2019	50.0		49.7
24.1		24.1		Federal Home Loan Bank Discount Notes	2.440%	4/12/2019	24.0		23.9
75.0		—		Federal Home Loan Bank Discount Notes	2.450%	4/16/2019	74.9		—
20.3		—		Federal Home Loan Bank Discount Notes	2.440%	4/22/2019	20.2		—
64.1		14.1		Federal Home Loan Bank Discount Notes	2.440%-2.500%	4/24/2019	64.0		14.0
50.8		10.6		Federal Home Loan Bank Discount Notes	2.450%-2.500%	4/26/2019	50.7		10.5
87.0		87.0		Federal Home Loan Bank Discount Notes	2.470%-2.510%	4/29/2019	86.8		86.3
32.2		—		Federal Home Loan Bank Discount Notes	2.460%	4/30/2019	32.1		—
20.0		—		Federal Home Loan Bank Discount Notes	2.450%	5/1/2019	20.0		—
40.0		24.0		Federal Home Loan Bank Discount Notes	2.470%-2.510%	5/3/2019	39.9		23.8
50.0		—		Federal Home Loan Bank Discount Notes	2.440%	5/6/2019	49.9		—
40.0		—		Federal Home Loan Bank Discount Notes	2.420%	5/7/2019	39.9		—
77.9		—		Federal Home Loan Bank Discount Notes	2.430%-2.450%	5/8/2019	77.7		—
22.6		—		Federal Home Loan Bank Discount Notes	2.440%	5/10/2019	22.5		—
14.6		—		Federal Home Loan Bank Discount Notes	2.440%	5/13/2019	14.6		—
28.8		—		Federal Home Loan Bank Discount Notes	2.450%	5/14/2019	28.7		—
68.5		18.5		Federal Home Loan Bank Discount Notes	2.440%-2.550%	5/15/2019	68.3		18.3
40.5		40.5		Federal Home Loan Bank Discount Notes	2.520%	5/17/2019	40.4		40.1
40.3		—		Federal Home Loan Bank Discount Notes	2.450%	5/21/2019	40.2		—
30.0		30.0		Federal Home Loan Bank Discount Notes	2.530%	5/22/2019	29.9		29.7
55.0		—		Federal Home Loan Bank Discount Notes	2.440%	5/28/2019	54.8		—
70.5		—		Federal Home Loan Bank Discount Notes	2.440%-2.450%	5/29/2019	70.3		—
40.0		—		Federal Home Loan Bank Discount Notes	2.440%	5/31/2019	39.9		—
39.0		—		Federal Home Loan Bank Discount Notes	2.450%-2.470%	6/3/2019	38.8		—
50.0		—		Federal Home Loan Bank Discount Notes	2.460%	6/6/2019	49.8		—
40.0		—		Federal Home Loan Bank Discount Notes	2.460%	6/7/2019	39.8		—
25.0		—		Federal Home Loan Bank Discount Notes	2.460%	6/10/2019	24.9		—
73.1		—		Federal Home Loan Bank Discount Notes	2.450%-2.470%	6/14/2019	72.7		—
42.2		—		Federal Home Loan Bank Discount Notes	2.460%	6/17/2019	41.9		—
43.3		—		Federal Home Loan Bank Discount Notes	2.450%	6/18/2019	43.1		—
29.3		—		Federal Home Loan Bank Discount Notes	2.460%	6/21/2019	29.2		—
20.0		—		Federal Home Loan Bank Discount Notes	2.450%	6/28/2019	19.9		—
20.3		—		Federal Home Loan Bank Discount Notes	2.460%	7/1/2019	20.2		—
—		25.0		Freddie Mac Discount Notes	2.130%	1/2/2019	—		25.0
—		32.4		Freddie Mac Discount Notes	2.146%-2.174%	1/4/2019	—		32.4
—		35.1		Freddie Mac Discount Notes	2.146%-2.175%	1/7/2019	—		35.1
—		35.0		Freddie Mac Discount Notes	2.130%	1/8/2019	—		35.0
—		40.0		Freddie Mac Discount Notes	2.130%	1/9/2019	—		40.0
—		36.1		Freddie Mac Discount Notes	2.179%-2.217%	1/22/2019	—		36.1
—		40.0		Freddie Mac Discount Notes	2.190%	1/25/2019	—		39.9
—		16.0		Freddie Mac Discount Notes	2.200%	1/28/2019	—		15.9
—		15.0		Freddie Mac Discount Notes	2.200%	1/29/2019	—		15.0
—		39.9		Freddie Mac Discount Notes	2.190%	2/1/2019	—		39.8
—		25.9		Freddie Mac Discount Notes	2.240%	2/4/2019	—		25.8
—		35.0		Freddie Mac Discount Notes	2.240%	2/5/2019	—		34.9

37

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal				Issuer	Yield(4)	Maturity Date	Fair Value at
							March 31, 2019		December 31, 2018
2019		2018
							(Unaudited)
$	—	$	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		30.0		Freddie Mac Discount Notes	2.410%	4/1/2019	30.0		29.8
36.1		16.1		Freddie Mac Discount Notes	2.380%-2.430%	4/2/2019	36.1		16.0
20.1		20.1		Freddie Mac Discount Notes	2.430%	4/3/2019	20.1		20.0
40.0		40.0		Freddie Mac Discount Notes	2.460%	4/17/2019	40.0		39.7
60.3		—		Freddie Mac Discount Notes	2.400%	4/23/2019	60.2		—
24.1		24.1		Freddie Mac Discount Notes	2.520%	5/20/2019	24.0		23.8
50.0		—		Freddie Mac Discount Notes	2.420%	5/24/2019	49.8		—
36.3		—		Freddie Mac Discount Notes	2.440%	6/4/2019	36.1		—
46.5		—		Freddie Mac Discount Notes	2.460%-2.470%	6/5/2019	46.2		—
35.4		—		Freddie Mac Discount Notes	2.450%	6/11/2019	35.2		—
40.0		—		Freddie Mac Discount Notes	2.450%	6/12/2019	39.8		—
46.7		—		Freddie Mac Discount Notes	2.450%	6/13/2019	46.5		—
50.0		—		Freddie Mac Discount Notes	2.430%	6/19/2019	49.7		—
13.6		—		Freddie Mac Discount Notes	2.430%	6/20/2019	13.5		—
25.4		—		Freddie Mac Discount Notes	2.460%	6/24/2019	25.2		—
42.1		—		Freddie Mac Discount Notes	2.470%	6/25/2019	41.9		—
22.2		—		Freddie Mac Discount Notes	2.460%	6/26/2019	22.0		—
35.3		—		Freddie Mac Discount Notes	2.460%	6/27/2019	35.0		—
TOTAL GOVERNMENT AGENCY NOTES (Cost $2,501.5 and $2,050.8)							$	2,501.5	$	2,050.7

UNITED STATES TREASURY SECURITIES—6.1% and 7.2%

Principal				Issuer	Yield(4)	Maturity Date	Fair Value at
							March 31, 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

38

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

Principal				Issuer	Yield(4)	Maturity Date	Fair Value at
							March 31, 2019		December 31, 2018
2019		2018
							(Unaudited)
$	—	$	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
127.8		89.9		United States Treasury Bills	2.360%-2.450%	4/4/2019	127.8		89.3
100.0		—		United States Treasury Bills	2.430%	4/9/2019	99.9		—
103.5		99.5		United States Treasury Bills	2.420%-2.460%	4/11/2019	103.4		98.8
87.2		110.3		United States Treasury Bills	2.460%-2.470%	4/18/2019	87.1		109.5
98.8		57.1		United States Treasury Bills	2.390%-2.490%	4/25/2019	98.6		56.7
73.2		—		United States Treasury Bills	2.430%	4/30/2019	73.1		—
33.7		33.7		United States Treasury Bills	2.470%	5/2/2019	33.6		33.4
100.0		—		United States Treasury Bills	2.430%	5/7/2019	99.8		—
121.0		38.4		United States Treasury Bills	2.430%-2.500%	5/9/2019	120.7		38.1
55.2		—		United States Treasury Bills	2.440%	5/14/2019	55.0		—
93.9		62.7		United States Treasury Bills	2.430%-2.510%	5/16/2019	93.7		62.1
47.2		—		United States Treasury Bills	2.450%	5/21/2019	47.0		—
161.6		—		United States Treasury Bills	2.440%-2.460%	5/23/2019	161.0		—
95.4		—		United States Treasury Bills	2.420%-2.450%	5/30/2019	95.0		—
80.0		—		United States Treasury Bills	2.430%-2.450%	6/6/2019	79.6		—
109.4		—		United States Treasury Bills	2.430%-2.440%	6/13/2019	108.9		—
100.0		—		United States Treasury Bills	2.470%	6/20/2019	99.5		—
47.3		—		United States Treasury Bills	2.450%	6/27/2019	47.0		—
21.3		—		United States Treasury Bills	2.500%	10/10/2019	21.0		—
116.8		—		United States Treasury Bills	2.510%	11/7/2019	115.1		—
TOTAL UNITED STATES TREASURY SECURITIES (Cost $1,766.7 and $2,038.1)							$	1,766.8	$	2,038.0
TOTAL OTHER MARKETABLE SECURITIES (Cost $4,268.2 and $4,088.9)							$	4,268.3	$	4,088.7
TOTAL MARKETABLE SECURITIES (Cost $5,174.3 and $5,363.6)							$	5,397.2	$	5,503.8

LOANS RECEIVABLE—3.3% and 3.2%
		Borrower	Interest Rate(6)	Maturity Date	Fair Value at
Principal					March 31, 2019		December 31, 2018
2019	2018
					(Unaudited)
6.3	6.3	DJM Capital Partners Mezzanine	5.00%	7/12/2019	$	6.3	$	6.3
85.0	83.2	311 South Wacker Mezzanine	4.70% + LIBOR	6/7/2020	84.9		83.2
95.2	95.2	Blackstone RioCan Retail Portfolio Mezzanine	4.65% + LIBOR	6/9/2020	95.3		95.3
60.0	60.0	River North Point Junior Mezzanine	4.30% + LIBOR	7/9/2020	60.0		60.0
155.1	176.4	Project Glacier Mezzanine	4.40% + LIBOR	11/9/2020	155.1		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	125.0		125.3
20.0	20.0	Modera Observatory Park Mezzanine	4.34% + LIBOR	6/10/2022	20.0		20.0
19.9	19.7	Rosemont Towson Mezzanine	4.15% + LIBOR	9/9/2022	19.9		19.7
26.7	26.7	1330 Broadway Mezzanine	5.01% + LIBOR	8/10/2023	26.7		26.8
82.0	63.0	Great Value Storage Portfolio Mezzanine	7.875%	12/6/2023	83.8		63.2
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	100.9		100.9
TOTAL LOANS RECEIVABLE (Cost $963.7 and $910.6)					$	967.3	$	913.0
TOTAL INVESTMENTS (Cost $24,490.4 and $24,169.8)					$	28,939.5	$	28,480.4

39

TIAA REAL ESTATE ACCOUNT

CONSOLIDATED SCHEDULES OF INVESTMENTS

(Dollar values shown in millions)

⁽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 represents the annualized yield.

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

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

⁽⁷⁾  All or a portion of these securities are out on loan. The aggregate value of securities on loan at March 31, 2019 and December 31, 2018 were $2.2 million and $67.4 million, respectively.

⁽⁸⁾  All investments of the limited partnership have been disposed. As of March 31, 2019, the limited partnership remained in dissolution.

40

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 (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:

• Acquiring and Owning Real Estate: The risks associated with acquiring and owning real property, including general economic and real estate market conditions, the availability of, and economic cost associated with, financing the Account’s properties, the risk that the Account’s properties become too concentrated (whether by geography, sector or by tenant mix), competition for acquiring real estate properties, leasing risk (including tenant defaults) and the risk of uninsured losses at properties (including due to terrorism, natural disasters, and acts of violence);

• Selling Real Estate: The risk that the sales price of a property may differ, perhaps significantly, from its estimated or appraised value, leading to losses or reduced profits to the Account, the risk that the Account might not be able to sell a property at a particular time for a price which management believes represents its fair or full value, the risk of a lack of availability of financing (for potential purchasers of the Account’s properties), risks associated with disruptions in the credit and capital markets, and the risk that the Account may be required to make significant expenditures before the Account is able to market and/or sell a property;

• Valuation: The risks associated with property valuations, including the fact that appraisals can be subjective in a number of respects and the fact that the Account’s appraisals are generally obtained on a quarterly basis and there may be periods between appraisals of a property during which the value attributed to the property for purposes of the Account’s daily accumulation unit value may be more or less than the actual realizable value of the property;

• Borrowing: Risks associated with financing the Account’s properties, including the risk of default on loans secured by the Account’s properties (which could lead to foreclosure), the risk associated with high loan to value ratios on the Account’s properties (including the fact that the Account may have limited, or no net value in such a property), the risk that significant sums of cash could be required to make principal and interest payments on the loans and the risk that the Account may not have the ability to obtain financing or refinancing on favorable terms (or at all), which may be aggravated by general disruptions in credit and capital markets;

• Participant Transactions and Cash Management: Investment risk associated with participant transactions, in particular that (i) significant net participant transfers out of the Account may impair our ability to pursue or consummate new investment opportunities that are otherwise attractive to the Account and/ or may result in sales of real estate-related assets to generate liquidity, (ii) significant net participant transfers into the Account may result, on a temporary basis, in our cash holdings and/ or holdings in liquid real estate-related investments exceeding our long-term targeted holding levels and (iii) high levels of cash and liquid non-real estate-related

41

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

• Joint Venture Investments: The risks associated with joint ventures organized as limited partnerships or limited liability companies, as applicable, including the risk that a co-venturer may have interests or goals inconsistent with those of the Account, that a co-venturer may have financial difficulties, and the risk that the Account may have limited rights with respect to operation of the property and transfer of the Account’s interest;

• Regulatory Matters: Uncertainties associated with environmental liability and regulations and other governmental regulatory matters such as zoning laws, rent control laws, and property taxes;

• Foreign Investments: The risks associated with purchasing, owning and disposing foreign investments (primarily foreign real estate properties, foreign real estate loans, and foreign mezzanine and other debt), including political risk, the risk associated with foreign currency fluctuations (whether hedged or not), regulatory and taxation risks and risks of enforcing judgments;

• Conflicts of Interest: Conflicts of interest associated with TIAA serving as investment manager of the Account and provider of the liquidity guarantee at the same time as TIAA and its affiliates are serving as an investment manager to other real estate accounts or funds, including conflicts associated with satisfying its fiduciary duties to all such accounts and funds associated with purchasing, selling and leasing of properties;

• Required Property Sales: The risk that, if TIAA were to own too large a percentage of the Account’s accumulation units through funding the liquidity guarantee (as determined by the independent fiduciary), the independent fiduciary could require the sales of properties to reduce TIAA’s ownership interest, which sales could occur at times and at prices that depress the sale proceeds to the Account;

• Government and Government Agency Securities: Risks associated with investment securities issued by U.S. government agencies and U.S. government-sponsored entities, including the risk that the issuer may not have their securities backed by the full faith and credit of the U.S. government, and that transaction activity may fluctuate significantly from time to time, which could negatively impact the value of the securities and the Account’s ability to dispose of a security at a favorable time; and

• Liquid Assets and Securities: Risks associated with investments in real estate-related liquid assets (which could include, from time to time, registered or unregistered real estate investment trust (“REIT”) securities and commercial mortgage-backed securities (“CMBS”)), and non-real estate-related liquid assets, including:

• Financial/credit risk—Risks that the issuer will not be able to pay principal and interest when due or that the issuer’s earnings will fall;

• Market volatility risk—Risk that the changing conditions in financial markets may cause the Account’s investments to experience price volatility;

• Interest rate volatility risk—Risk that interest rate volatility may affect the Account’s current income from an investment or the pricing of that investment. In general, changing interest rates could have unpredictable effects on the markets and may expose markets to heightened volatility; and

• Deposit/money market risk—Risks that the Account could experience losses if banks fail.

More detailed discussions of certain of these risk factors are contained in the section of the Form 10-K entitled “Item 1A. Risk Factors” and in this section below 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 March 31, 2019 and may be subsequently revised. Prior period data may have been adjusted to reflect updated calculations. Investors should not rely exclusively on the data presented below in forming a judgment regarding the current or prospective performance of the commercial real estate market generally.

42

ABOUT THE TIAA REAL ESTATE ACCOUNT

The Account was established in February 1995 as an insurance 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 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 registered and unregistered equity investments in REITs, which investments may consist of common or preferred stock interests;

• real estate limited partnerships and limited liability companies;

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

• conventional commercial mortgage loans, participating mortgage loans, secured domestic and foreign (including U.K.) mezzanine loans, subordinated loans and collateralized mortgage obligations, including commercial mortgage-backed securities ("CMBS") and other similar investments.

The Account’s principal 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 REITs and CMBS, management intends that the Account will not hold more than 10% of its net assets in such securities on a long-term basis. Traditionally, less than 10% of the Account’s net assets have been comprised of interests in these securities; although, the Account has recently 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 March 31, 2019, REIT securities comprised approximately 4.3% of the Account’s net assets, and the Account held no CMBS as of such date.

Non-Real Estate-Related Investments. The Account will invest the remaining portion of its assets (targeted to be between 15% and 25% of its net assets) in publicly traded, liquid investments; namely:

• Short-term government-related instruments, including U.S. Treasury bills;

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

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

• Long-term non-government-related instruments, such as corporate debt securities; and

• Stock of companies that do not primarily own or manage real estate.

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

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non-real estate-related liquid investments, particularly during times of significant inflows into the Account and/or a lack of attractive real estate-related investments available in the market.

Liquid Securities Generally. Primarily due to management’s need to manage fluctuations in cash flows, in particular during and immediately following periods of significant participant net transfer activity into or out of the Account, the Account may, on a temporary basis (i) exceed the upper end of its targeted holdings (currently 35% of the Account’s net assets) in liquid securities of all types, including both publicly traded non-real estate-related liquid investments and liquid real estate-related securities, such as REITs and CMBS, or (ii) be below the low end of its targeted holdings in such liquid securities (currently 15% of the Account’s net assets).

The portion of the Account’s net assets invested in liquid investments of all types may exceed the upper end of its target, for example, if (i) the Account receives a large inflow of money in a short period of time, in particular due to significant participant transfer activity into the Account, (ii) the Account receives significant proceeds from sales or financings of direct real estate assets, (iii) there is a lack of attractive direct real estate investments available on the market, and/or (iv) the Account anticipates more near-term cash needs, including to apply to acquire direct real estate investments, pay expenses or repay indebtedness.

Foreign Investments. The Account from time to time will also make foreign real estate investments. Under the Account’s investment guidelines, investments in direct foreign real estate, together with foreign real estate-related securities and foreign non-real estate-related liquid investments, may not comprise more than 25% of the Account’s net assets. As of March 31, 2019, the Account did not hold any foreign real estate investments.

FIRST QUARTER 2019 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
	2018	1Q19	2019	2020
Economy(1)
GDP (Gross Domestic Product)	3.0%	3.2%	2.4%	1.9%
Employment Growth (Thousands)	2,638	588	2,010	1,560
Unemployment Rate	3.8%	3.9%	3.7%	3.6%
Interest Rates(2)
10 Year Treasury	2.7%	2.4%	2.8%	2.9%

Sources: Blue Chip Economic Indicators, Blue Chip Financial Forecasts, BEA, Bureau of Labor Statistics, Federal Reserve and Moody’s Analytics

* Data subject to revision

⁽¹⁾  GDP growth rates are annual rates. Quarterly unemployment rates are the reported value for the final month of the quarter while annual values represent a twelve-month average.

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

The Federal Open Market Committee ("FOMC") voted in January and March to maintain the target range for the federal funds rate to 2.25 - 2.50%, in view of sustained expansion of economic activity, strong labor conditions, and inflation near the Committee's 2.0% objective.

Moving forward, the Committee will continue to assess realized and expected economic conditions relative to employment and 2.0% inflation objectives. The Committee is generally expected to pare back its expectations, ending 2019 just below 3.0%.

Consumer spending decreased in the first quarter after rising at a steady pace throughout 2018. 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 remain high, the unemployment rate sits at an 18 year low, and job growth remains steady. Economists expect GDP to increase at a 2.4% rate for all of 2019 and at a 1.9% rate in 2020.

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Real Estate Market Conditions and Outlook

Commercial real estate conditions remained steady throughout 2018 and are expected to do so throughout 2019 as well. Tenant demand was strong enough to support vacancy rate improvements across all four sectors. Property pricing as calculated by the Green Street Advisor Commercial Property Price Index (“CPPI”) increased 0.5% during the first quarter and 2.7% on a year-over-year basis.

For the quarter ending March 31, 2019, the NCREIF Fund Index Open-End Diversified Core Equity (“NFI-ODCE”) Equal Weight total return, net of fees increased to 1.48%, from 1.39% in the fourth quarter. The Account’s real estate assets generated a 1.22% total return in the first quarter of 2019. Total returns were positive for the 36^th consecutive quarter.

Occupancy in the Account’s properties averaged 92.0% during the first quarter of 2019 as compared to 92.1% in the previous quarter. Data for the Account’s top five markets in terms of fair value as of March 31, 2019 are provided below. These five markets represent nearly halfof the Account’s total real estate portfolio.

Top 5 Metro Areas by Fair Market Value	Account % Leased Fair Value Weighted*	Number of Property Investments	Metro Area Fair Value as a % of Total RE Portfolio**	Metro Area Fair Value as a % of Total Investments
Washington-Arlington-Alexandria, DC-VA-MD-WV	85.0%	13	10.8%	8.4%
New York-Jersey City-White Plains, NY-NJ	91.9%	14	10.7%	8.2%
Los Angeles-Long Beach-Glendale, CA	91.6%	15	9.4%	7.3%
San Francisco-Redwood City-South San Francisco, CA	95.5%	8	6.5%	5.1%
Boston, MA	92.3%	6	5.8%	4.5%

* Weighted by fair value, which differs from the calculations provided for market comparisons to CBRE-EA data and are used here to reflect the fair value of the Account’s monetary investments in those markets.

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

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Office

Leasing is historically driven by companies involved in the professional and business services sector, with technology-related companies included within this classification. The sector added 96,000 jobs during the first quarter of 2019, with the financial services sector contributing an additional 23,000 jobs. Driven by declining suburban vacancy rates, vacancy nationwide decreased from 12.6% in the fourth quarter of 2018 to 12.5% in the first quarter of 2019, as reported by CB Richard Ellis Econometric Advisors (“CBRE-EA”). Vacancies continue to trend lowest in cities with a significant technology presence (e.g., San Francisco, Seattle). The vacancy rate for the Account’s office portfolio remained level from the previous quarter at 13.9%. The vacancy rate in Washington, D.C. is above the market average, driven by an elevated vacancy rate at the Account's largest office property in the metro area. Known future leases at this property set to commence in the second and third quarters of 2019 are expected to bring the Account's vacancy rate in line with the market average. An 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 so that redevelopment efforts can move forward.

					Account Square Foot Weighted Average Vacancy				Market Vacancy*
Top 5 Office Metropolitan Areas	Total Sector by Metro Area ($M)		% of Total Investments		2019 Q1		2018 Q4		Q1 2019		2018 Q4
Account / Nation					13.9	%	13.9	%	12.5	%	12.6	%
Washington-Arlington-Alexandria, DC-VA-MD-WV	$	1,475.5	5.1	%	19.3	%	19.7	%	14.6	%	14.9	%
San Francisco-Redwood City-South San Francisco, CA	1,245.7		4.3	%	3.2	%	3.2	%	5.2	%	5.5	%
Boston, MA	1,190.8		4.1	%	9.3	%	10.0	%	8.9	%	9.4	%
New York-Jersey City-White Plains, NY-NJ	1,179.2		4.1	%	24.7	%	23.5	%	9.2	%	9.3	%
Los Angeles-Long Beach-Glendale, CA	769.6		2.7	%	4.8	%	6.5	%	12.7	%	12.9	%

* Source: CBRE-EA. Market vacancy is defined as the percentage of space vacant. The Account’s vacancy is defined as the square foot-weighted percentage of unleased space.

Industrial

Industrial market conditions are primarily influenced by GDP growth, international trade, and consumer spending, especially e-commerce sales. Uncertainty in international trade caused by U.S. protectionist measures continues to persist as a potential headwind to industrial growth, but recent deescalation of protectionist threats between the U.S. and its trading partners suggests that moderation in trade negotiations may prevail. Demand for industrial space remains strong, with national industrial availability rate decreasing for the 36^th straight quarter to 7.0% after ending the fourth quarter of 2018 at 7.1%. A cooling U.S. economy is likely to slow growth in the supply-demand gap in the near-term, especially as the sector absorbs new construction in the pipeline, but improving international trade relations and resilient consumer spending is expected to keep the sector in good overall health. The average vacancy rate of the Account’s industrial properties decreased to 7.0% in the first quarter of 2019 from 7.5% in the fourth quarter of 2018, driven by the redeployment of space recently vacated by tenants with expiring leases. Elevated vacancy in the Fort Lauderdale metro area will continue until at least the second and third quarters of 2019, when signed future leases are scheduled to commence. Vacancy in the the Dallas and Los Angeles metro areas improved as tenants on month-to-month or similar short-term leases departed and were replaced with higher quality tenants with leases of a longer duration at market rents. Overall vacancy in these metro areas may persist above the market average throughout 2019 as short-term leases are allowed to expire and the tenants vacate, but available space reflected in the vacancy rate is typically already under contract to prospective tenants with leases set to commence in the future once capital projects at the property are completed.

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					Account Square Foot Weighted Average Vacancy				Market Vacancy*
Top 5 Industrial Metropolitan Areas	Total Sector by Metro Area ($M)		% of Total Investments		2019 Q1		2018 Q4		Q1 2019		2018 Q4
Account / Nation					7.0	%	7.5	%	7.0	%	7.1	%
Riverside-San Bernardino-Ontario, CA	$	878.5	3.0	%	0.0	%	0.0	%	5.5	%	6.0	%
Los Angeles-Long Beach-Glendale, CA	371.4		1.3	%	7.4	%	8.5	%	4.6	%	4.5	%
Tacoma-Lakewood, WA	364.9		1.3	%	2.0	%	2.0	%	5.5	%	4.6	%
Dallas-Plano-Irving, TX	288.2		1.0	%	10.4	%	12.7	%	9.2	%	9.3	%
Fort Lauderdale-Pompano Beach-Deerfield Beach, FL	282.7		1.0	%	13.4	%	15.4	%	6.7	%	5.6	%

* Source: CBRE-EA. Market availability 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 national apartment vacancy rate increased from 4.0% in the prior quarter to 4.4% in first quarter of 2019, driven high levels of completion. Deliveries of new apartments continue to be absorbed well in many markets, and market rents have risen accordingly, especially among units priced for moderate incomes. The vacancy rate of the Account’s multi-family properties decreased to 6.1% in the first quarter of 2019 as compared to 6.2% in the prior quarter, primarily driven modest increases in vacancy at several of the Account's properties. The primary driver behind the elevated vacancy rates in the Los Angeles and Denver metro areas are renovation efforts at several of the Account's properties to enhance their marketability and long-term value.

					Account Units Weighted Average Vacancy				Market Vacancy*
Top 5 Apartment Metropolitan Areas	Total Sector by Metro Area ($M)		% of Total Investments		2019 Q1		2018 Q4		Q1 2019		2018 Q4
Account / Nation					6.1	%	6.2	%	4.4	%	4.0	%
Washington-Arlington-Alexandria, DC-VA-MD-WV	$	785.5	2.7	%	6.3	%	6.0	%	4.3	%	4.3	%
Los Angeles-Long Beach-Glendale, CA	689.5		2.4	%	8.7	%	6.7	%	3.6	%	3.1	%
New York-Jersey City-White Plains, NY-NJ	518.6		1.8	%	2.3	%	3.5	%	3.3	%	2.6	%
Denver-Aurora-Lakewood, CO	409.3		1.4	%	8.9	%	7.4	%	5.3	%	4.9	%
San Diego-Carlsbad, CA	317.4		1.1	%	4.0	%	5.6	%	3.9	%	3.6	%

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

Retail

Retail demand in the Account's portfolio is driven by U.S. consumers, whose willingness to spend directly correlates with retailers' need for domestic rental space. Preliminary data from the U.S. Census Bureau indicate that retail sales excluding motor vehicles and parts increased 2.4% in the first quarter of 2019 and 3.6% on a year-over-year basis. Disruption from e-commerce continues to challenge the overall retail market. 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 continued demand for premier retail space. 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 retail portfolio is managed proactively to minimize significant exposure to any single retailer. The vacancy rate for the Account’s retail portfolio increased to 6.5% in the first quarter of 2019

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from 5.9% in the prior quarter, attributed to scheduled lease expirations at multiple retail properties within the portfolio, most notably among some of the larger regional malls held by the Account. New tenants to fill this recently vacated space have largely been identified, with many of the prospective tenants already under contract.

					Account Units Weighted Average Vacancy				Market Vacancy*
	Total Sector by Metro Area ($M)		% of Total Investments		2019 Q1		2018 Q4		2019 Q1		2018 Q4
National Retail					6.5	%	5.9	%	6.2	%	6.3	%
Lifestyle & Mall	$	2,506.1	60.3	%	5.9	%	4.8	%	5.0	%	5.3	%
Neighborhood, Community & Strip	1,053.8		25.4	%	7.5	%	7.1	%	8.8	%	9.0	%
Power Center**	594.5		14.3	%	2.5	%	4.2	%	7.0	%	6.9	%

* 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.

** 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.

INVESTMENTS

As of March 31, 2019, the Account held 77.4% of its total investments in real estate and real estate joint ventures. The Account also held investments in government agency notes representing 8.6% of total investments, U.S. Treasury securities representing 6.1% of total investments, real estate-related equity securities representing 3.9% of total investments, loans receivable representing 3.3% of total investments, and real estate limited partnerships representing 0.7% of total investments.

The outstanding principal on mortgage loans payable on the Account’s wholly-owned real estate portfolio as of March 31, 2019 was $2.7 billion. The Account’s proportionate share of outstanding principal on mortgage loans payable within its joint venture investments was $3.3 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 outstanding principal on the Account’s portfolio as of March 31, 2019 was $6.0 billion, which represented a loan to value ratio of 18.3%. The Account has no active loans outstanding on the Line of Credit as of March 31, 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 4.7% 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 reinvest any sale proceeds that it does not need to pay operating expenses or to meet debt service or redemption requests (e.g., participant withdrawals or benefit payments).

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The following table lists the Account's ten largest investments as of March 31, 2019. 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)
Fashion Show	50%	Las Vegas	NV	Retail	$	1,202.7	$	420.5	$	782.2	4.7%	3.7%
SITE Centers Corp(6)	85%	Various	U.S.A.	Retail	1,178.0		539.1		638.9		4.6%	3.7%
The Florida Mall	50%	Orlando	FL	Retail	925.1		159.9		765.2		3.6%	2.9%
Simpson Housing Portfolio	80%	Various	U.S.A.	Apartment	788.3		392.5		395.8		3.1%	2.5%
1001 Pennsylvania Avenue	100%	Washington	D.C.	Office	783.5		319.5		464.0		3.1%	2.4%
Colorado Center	50%	Santa Monica	CA	Office	623.0		265.0		358.0		2.4%	1.9%
Fourth and Madison	100%	Seattle	WA	Office	590.0		281.7		308.3		2.3%	1.8%
99 High Street	100%	Boston	MA	Office	506.0		272.0		234.0		2.0%	1.6%
425 Park Avenue	100%	New York City	NY	Ground Lease	464.0		—		464.0		1.8%	1.4%
Ontario Industrial Portfolio	100%	Ontario	CA	Industrial	450.7		—		450.7		1.8%	1.4%

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

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

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

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

⁽⁵⁾  Total investments are the aggregate fair value of all investments held by the Account, gross of debt. Total investments, as calculated within this table, will vary from total investments, as calculated in the Account's Schedule of Investments, as joint venture investments are presented in the Schedules of Investments at their net equity position in accordance with U.S. Generally Accepted Accounting Principals ("GAAP").

⁽⁶⁾  Formerly known as DDR.

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Results of Operations

Three months ended March 31, 2019 compared to three months ended March 31, 2018

Net Investment Income

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

	For the Three Months Ended March 31,				Change
	2019		2018		$			%
INVESTMENT INCOME
Real estate income, net:
Rental income	$	262.6	$	272.0	$	(9.4	)	(3.5	)%
Real estate property level expenses:
Operating expenses	59.2		57.3		1.9			3.3	%
Real estate taxes	46.6		44.9		1.7			3.8	%
Interest expense	25.7		23.8		1.9			8.0	%
Total real estate property level expenses	131.5		126.0		5.5			4.4	%
Real estate income, net	131.1		146.0		(14.9		)	(10.2	)%
Income from real estate joint ventures and limited partnerships	49.7		54.9		(5.2		)	(9.5	)%
Interest	41.1		18.1		23.0			N/M
Dividends	4.4		9.7		(5.3		)	(54.6	)%
TOTAL INVESTMENT INCOME	226.3		228.7		(2.4		)	(1.0	)%
Expenses:
Investment management charges	19.5		14.6		4.9			33.6	%
Administrative charges	13.3		14.8		(1.5		)	(10.1	)%
Distribution charges	7.9		6.9		1.0			14.5	%
Mortality and expense risk charges	0.3		0.3		—			—	%
Liquidity guarantee charges	12.9		12.2		0.7			5.7	%
TOTAL EXPENSES	53.9		48.8		5.1			10.5	%
INVESTMENT INCOME, NET	$	172.4	$	179.9	$	(7.5	)	(4.2	)%

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 March 31st 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.

	Rental Income									Operating Expenses									Real Estate Taxes
					Change									Change									Change
	2019		2018		$			%		2019		2018		$			%		2019		2018		$			%
Same Property	$	239.7	$	236.9	$	2.8		1.2	%	$	53.0	$	51.0	$	2.0		3.9	%	$	42.2	$	40.5	$	1.7		4.2	%
Properties Acquired	21.9		2.0		19.9			N/M		5.7		0.5		5.2			N/M		4.2		0.4		3.8			N/M
Properties Sold	1.0		33.1		(32.1		)	N/M		0.5		5.8		(5.3		)	N/M		0.2		4.0		(3.8		)	N/M
Impact of Properties Acquired/Sold	22.9		35.1		(12.2		)	N/M		6.2		6.3		(0.1		)	N/M		4.4		4.4		—			N/M
Total Property Portfolio	$	262.6	$	272.0	$	(9.4	)	(3.5	)%	$	59.2	$	57.3	$	1.9		3.3	%	$	46.6	$	44.9	$	1.7		3.8	%

N/M—Not meaningful

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Rental Income:

Rental income decreased by $9.4 million, or 3.5%, due to net disposition activity. Rental income of properties held through both comparative periods increased $2.8 million, or 1.2%, driven by rising market rents and reduced rental concessions, most notably among industrial and office properties in the Western region.

Operating Expenses:

Operating expenses increased $1.9 million, or 3.3%, primarily driven by modest pricing increases among vendors providing services to the Account's properties, most notably in the apartment sector. Continued tightening in the U.S. labor market has allowed wages to rise, and this pressure has caused vendors to slowly raise pricing for services such as maintenance, groundskeeping, and cleaning.

Real Estate Taxes:

Real estate taxes increased $1.7 million, or 3.8%, primarily due to rising property values across the portfolio, most notably within the office sector.

Interest Expense:

Interest expense increased $1.9 million, or 8.0%, as a result of higher 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 $5.2 million, or 9.5%, as a result of lower distributions from the Account's joint venture investments, primarily the regional malls. Although distributed income declined, undistributed income had a comparable increase 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 $23.0 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 rising interest rates. Dividend income decreased $5.3 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 $4.4 million, or 12.1%, from the comparable period of 2018, primarily as result of an increase in allocated costs to the Account for services rendered by TIAA.

Mortality and expense risk and liquidity guarantee expenses are contractual charges to the Account from TIAA for TIAA’s assumption of these risks and provision of the liquidity guarantee. The rate for these charges is established annually; the current rates are effective May 1, 2018 through April 30, 2019, and are charged at a fixed rate based on the Account’s net assets. These expenses increased $0.7 million, or 5.6%, as a result of an increase in the net assets of the Account from the previous period.

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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 March 31, 2019 and 2018 and the dollar and percentage changes for those periods (dollars in millions, unaudited).

	For the Three Months Ended March 31,						Change
	2019			2018			$			%
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE
Net realized gain (loss) on investments:
Real estate properties	$	—		$	(11.8	)	$	11.8		N/M
Real estate joint ventures and limited partnerships	5.1			0.2			4.9			N/M
Marketable securities	141.0			3.0			138.0			N/M
Total realized gain (loss) on investments:	146.1			(8.6		)	154.7			N/M
Net change in unrealized appreciation (depreciation) on:
Real estate properties	73.9			102.3			(28.4		)	(27.8	)%
Real estate joint ventures and limited partnerships	2.5			24.3			(21.8		)	(89.7	)%
Marketable securities	76.3			(90.8		)	167.1			N/M
Loans receivable	1.2			0.1			1.1			N/M
Mortgage loans payable	(29.6		)	27.7			(57.3		)	N/M
Net change in unrealized appreciation on investments and mortgage loans payable	124.3			63.6			60.7			95.4	%
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE	$	270.4		$	55.0		$	215.4		N/M

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 $73.9 million during the first quarter of 2019 compared to $90.5 million during the comparable period of 2018. Appreciation in the first quarter of 2019 was primarily driven by rising market rents and continued strong investor demand for properties in the office and industrial sectors, most notably among investments located in San Francisco, CA and Seattle, WA.

Real Estate Joint Ventures and Limited Partnerships:

Real estate joint ventures and limited partnerships experienced net realized and unrealized gains of $7.6 million during the first quarter of 2019, compared to $24.5 million during the comparable period of 2018. Office joint ventures located along the West Coast were strong performers in the first quarter of 2019, but overall appreciation was offset by declines in the fair values of the Account's retail joint ventures, most notably the Account's largest investment, a regional mall located in Las Vegas, NV, attributed to increased competition for retail tenants.

Marketable Securities:

The Account’s marketable securities experienced net realized and unrealized gains of $217.3 million during the first quarter of 2019 compared to net realized and unrealized losses of $87.8 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 March 31, 2019, the Account held $4.3 billion of investments in government agency notes and U.S. Treasury securities, which had nominal changes due to the short-term nature of these investments.

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Loans receivable:

Loans receivable experienced an unrealized gain of $1.2 million during the first quarter of 2019 compared to a $0.1 million unrealized gain 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 $29.6 million during the first quarter of 2019 compared to a $27.7 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.

Liquidity and Capital Resources

As of March 31, 2019 and December 31, 2018, the Account’s cash and cash equivalents and non-real estate-related marketable securities had a value of $4.3 billion and $4.1 billion representing 16.4% and 15.8% 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 $172.4 million for the three months ended March 31, 2019, as compared to $179.9 million for the comparable period of 2018. The increase in total net investment income is described more fully in the Results of Operations section.

As of March 31, 2019, cash and cash equivalents, along with real estate-related and non-real estate related marketable securities comprised 20.6% of the Account’s net assets. The Account’s real estate-related marketable securities primarily consist of publicly traded REITs. The Account’s liquid assets continue to be available to purchase suitable real estate properties, meet the Account’s debt obligations, expense needs, and participant redemption requests (i.e., participant withdrawals or benefit payments).

The Account has a $500.0 million unsecured line of credit available as needed to fund the Account's near-term objectives, as further described in Note 10 - Line of Credit. As of March 31, 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%. Such incurrences of debt from time to time may include:

• placing new debt on properties;

• refinancing outstanding debt;

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

• extending the maturity date of outstanding debt; and/or

• an unsecured line of credit or credit facility.

In calculating this limit, only the Account’s actual percentage interest in any borrowings is included, and not that percentage interest held by any joint venture partner. Further, the Account may only borrow up to 70% of the then-current value of a property, although construction loans may be for 100% of the costs incurred in developing a property. At the time the Account (or a joint venture in which the Account is a partner) enters into a revolving line of credit, for the purpose of calculating the loan-to-value ratio, management includes only amounts outstanding when calculating outstanding indebtedness.

As of March 31, 2019, the Account’s ratio of outstanding principal amount of debt (inclusive of the Account’s proportionate share of debt held within its joint venture investments) to total gross asset value (i.e., a “loan to value ratio”) was 18.3%. The Account intends to maintain its loan to value ratio at or below 30% (this ratio is measured at the time of incurrence and after giving effect thereto). The Account’s total gross asset value, for these purposes, is equal to the total fair value of the Account’s assets (including the fair value of the Account’s interest in joint ventures), with no reduction associated with any indebtedness on such assets.

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As of March 31, 2019, there is one mortgage obligation secured by real estate investments wholly-owned by the Account 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 property transactions by the Account during the first quarter of 2019. Except as noted, the expenses for operating the properties purchased are either borne or reimbursed, in whole or in part, by the property tenants, although the terms vary under each lease. Dollar amounts are shown in millions.

Purchases

Property Name	Purchase Date	Ownership Percentage	Sector	Location	Net Purchase Price (1)
Glen Lake	01/09/2019	100.00%	Apartments	Atlanta, GA	$	54.8
1600 Broadway	01/10/2019	100.00%	Office	Denver, CO	109.1
The Theory	01/15/2019	97.00%	Apartments	Raleigh, NC	63.0
Colony Industrial Portfolio	02/20/2019	100.00%	Industrial	Various, U.S.A.	137.0
Storage Portfolio III(2)	02/22/2019	90.00%	Storage	Various, U.S.A.	17.9

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

⁽²⁾  The Account entered into a 90% interest in a joint venture designed for future investment in storage properties. The Account's maximum potential investment is $100.0 million and on February 22, 2019, the first storage property in Glen Burnie, MD, was acquired for $17.9 million (the Account's Share).

Sales

Property Name	Sales Date	Ownership Percentage	Sector	Location	Net Sales Price (1)		Realized Gain/Loss on Sale(3)
1858 Meca Way(2)	03/01/2019	100.00%	Industrial	Norcross, GA	$	2.9	$	—

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

⁽²⁾  Property held within Colony Industrial Portfolio.

⁽³⁾  No realized gain or loss was realized from the sale.

Loans Receivable

Borrower Name	Financing Date	Interest Rate	Sector	Maturity Date	Location	Loan Amount(1)
SCG Oakland Portfolio	03/01/2019	4.25% + LIBOR	Office	03/01/2024	Oakland, CA	$	53.5

⁽¹⁾ Loan Amount represents the Account's mezzanine loan receivable position.

Financings

Property Name	Financing Date	Ownership Percentage	Interest Rate	Sector	Maturity Date	Location	Financing Amount(1)
The Theory	01/15/2019	97.00%	3.94%	Apartments	01/15/2024	Raleigh, NC	$	31.3

⁽¹⁾   Value represents a new mortgage loan.

Marketable Securities

In the first quarter of 2019, the Account sold approximately $500 million in real estate-related securities.

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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, 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 to those disclosed in the Account's Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Account’s real estate holdings, including real estate joint venture, limited partnerships and loans receivable, which, as of March 31, 2019, represented 81.4% 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 due to general economic conditions, a weak market for real estate generally, disruptions in the credit and/or capital markets, or changing supply and demand for certain types of properties;

• Appraisal Risk—The risk that the sale price of an Account property (i.e., the value that would be determined by negotiations between independent parties) might differ substantially from its estimated or appraised value, leading to losses or reduced profits to the Account upon sale;

• Risk Relating to Property Sales—The risk that the Account might not be able to sell a property at a particular time for its full value, particularly in a declining 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 March 31, 2019, 18.6% of the Account’s total investments were comprised of marketable securities. Marketable securities include high-quality debt instruments (i.e., U.S. government agency notes) and REIT securities. The Consolidated Schedule 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—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.

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Risks associated with investments in real estate-related liquid assets (which could include, from time to time, REIT securities and CMBS), and non-real estate-related liquid assets, including financial/credit risk, market volatility risk, interest rate volatility risk and deposit/money market risk.

• Financial/Credit Risk—The risk, for debt securities, that the issuer will not be able to pay principal and interest when due (and/or declare bankruptcy or be subject to receivership) and, for equity securities such as common or preferred stock, that the issuer’s current earnings will fall or that its overall financial soundness will decline, reducing the security’s value.

• Market Volatility Risk—The risk that the Account’s investments will experience price volatility due to changing conditions in the financial markets regardless of the credit quality or financial condition of the underlying issuer. This risk is particularly acute to the extent the Account holds equity securities, which have experienced significant short-term price volatility over the past year. Also, to the extent the Account holds debt securities, changes in overall interest rates can cause price fluctuations.

• Interest Rate Volatility—The risk that interest rate volatility may affect the Account’s current income from an investment.

• Deposit/Money Market Risk—The risk that, to the extent the Account’s cash held in bank deposit accounts exceeds federally insured limits as to that bank, the Account could experience losses if that bank fails. The Account does not believe it has exposure to significant concentration of deposit risk. In addition, investments held in money market accounts may also suffer losses.

In addition, to the extent the Account were to hold mortgage-backed securities (including commercial mortgage-backed securities) these securities are subject to prepayment risk or extension risk (i.e., the risk that borrowers will repay the loans earlier or later than anticipated). If the underlying mortgage assets experience faster than anticipated repayments of principal, the Account could fail to recoup some or all of its initial investment in these securities, since the original price paid by the Account was based in part on assumptions regarding the receipt of interest payments. If the underlying mortgage assets are repaid later than anticipated, the Account could lose the opportunity to reinvest the anticipated cash flows at a time when interest rates might be rising. The rate of prepayment depends on a variety of geographic, social and other functions, including prevailing market interest rates and general economic factors. The fair value of these securities is also highly sensitive to changes in interest rates. Note that the potential for appreciation, which could otherwise be expected to result from a decline in interest rates, may be limited by any increased prepayments. These securities may be harder to sell than other securities.

In addition to these risks, real estate equity securities (such as REIT stocks and mortgage-backed securities) would be subject to many of the same general risks inherent in real estate investing, making mortgage loans and investing in debt securities. For more information on the risks associated with all of the Account’s investments, see 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 March 31, 2019. 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.

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(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 defendantor may be involved in various legal actions, including arbitrations, class actions and other litigation.

The Account establishes an accrual for all litigation and regulatory matters when it believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be higher or lower than the amounts accrued for those matters.

As of the date of this annual report, management of the Account does not believe that the results of any such claims or litigation, individually or in the aggregate, will have a material effect on the Account’s business, financial position or results of operations.

ITEM 1A. RISK FACTORS.

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.

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.

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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.

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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
		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,4 Keogh Contract,5 Retirement Choice and Retirement Choice Plus Contracts5 and Retirement Select and Retirement Select Plus Contracts and Endorsements6
		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
		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)	Form of Non-ERISA Retirement Choice Plus Contract9
		http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4d1.htm
		http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4d2.htm
	(E)	Form of Trust Company Retirement Choice Contract10
		http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4e1.htm
		http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4e2.htm
	(F)	Form of Trust Company Retirement Choice Plus Contract11
		http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4f1.htm
		http://www.sec.gov/Archives/edgar/data/946155/000162828017002745/exhibit4f2.htm
	(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
		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
		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 Portfolios17
		http://www.sec.gov/Archives/edgar/data/946155/000162828019002918/exhibit4j2123118.htm
	(K)	Form of Endorsement to Group Supplemental Retirement Annuity (GSRA) Certificate18
		http://www.sec.gov/Archives/edgar/data/946155/000162828019002918/exhibit4k123118.htm
(10)	(A)	Amended and Restated Independent Fiduciary Letter Agreement, dated as of February 21, 2018, between TIAA, on behalf of the Registrant, and RERC, LLC15
		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, and State Street Bank and Trust Company, N.A.8
		http://www.sec.gov/Archives/edgar/data/946155/000093041313001652/c71842_ex10-b.htm

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(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 March 31, 2019 (Unaudited), formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Assets and Liabilities as of March 31, 2019 (Unaudited), (ii) the Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (Unaudited) , (iii) the Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2019 and 2018 (Unaudited), (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 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) 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) 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) to the Account’s Current Report on Form 10-K, filed with the Commission on March 14, 2019 (File No. 33-92990).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, TIAA Real Estate Account, has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 7thday of May, 2019.

	TIAA REAL ESTATE ACCOUNT
	By:	TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
May 7, 2019	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 (Principal Executive Officer)
May 7, 2019	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)

61