Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - TIAA REAL ESTATE ACCOUNTFinancial_Report.xls
EX-32 - TIAA REAL ESTATE ACCOUNTx81207_ex32.htm
EX-31 - TIAA REAL ESTATE ACCOUNTc81207_ex31.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015

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; 333-202583

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

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 x  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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x  NO o

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

 

 

 

Large accelerated filer o

 

Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)

 

Smaller Reporting Company 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 x


 

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
TIAA REAL ESTATE ACCOUNT
March 31, 2015

 

 

 

 

 

Page

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

 

 

 

20

 

2


 

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In millions, except per accumulation unit amounts)

 

 

 

 

 

 

 

March 31,
2015

 

December 31,
2014

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Investments, at fair value:

 

 

 

 

Real estate properties (cost: $11,138.0 and $11,309.0)

 

 

$

 

12,923.5

 

 

 

$

 

13,139.0

 

Real estate joint ventures and limited partnerships
(cost: $2,427.9 and $2,583.5)

 

 

 

3,315.1

 

 

 

 

3,379.6

 

Marketable securities:

 

 

 

 

Real estate related
(cost: $1,423.1 and $1,400.2)

 

 

 

1,875.9

 

 

 

 

1,818.4

 

Other
(cost: $4,581.1 and $3,831.1)

 

 

 

4,581.3

 

 

 

 

3,831.1

 

Convertible note receivable
(cost: $100.0)

 

 

 

100.0

 

 

 

 

 

 

 

 

 

 

Total investments
(cost: $19,670.1 and $19,123.8)

 

 

 

22,795.8

 

 

 

 

22,168.1

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

10.0

 

 

 

 

36.5

 

Due from investment manager

 

 

 

8.3

 

 

 

 

7.2

 

Other

 

 

 

188.7

 

 

 

 

196.9

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

23,002.8

 

 

 

 

22,408.7

 

 

 

 

 

 

LIABILITIES

 

 

 

 

Mortgage loans payable, at fair value—Note 5
(principal outstanding: $2,137.3 and $2,337.5)

 

 

 

2,192.3

 

 

 

 

2,373.8

 

Accrued real estate property expenses

 

 

 

166.5

 

 

 

 

165.5

 

Other

 

 

 

30.2

 

 

 

 

40.4

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

2,389.0

 

 

 

 

2,579.7

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES—Note 8

 

 

 

 

NET ASSETS

 

 

 

 

Accumulation Fund

 

 

 

20,180.1

 

 

 

 

19,409.7

 

Annuity Fund

 

 

 

433.7

 

 

 

 

419.3

 

 

 

 

 

 

TOTAL NET ASSETS

 

 

$

 

20,613.8

 

 

 

$

 

19,829.0

 

 

 

 

 

 

NUMBER OF ACCUMULATION UNITS
OUTSTANDING—
Note 7

 

 

 

58.4

 

 

 

 

57.9

 

 

 

 

 

 

NET ASSET VALUE, PER ACCUMULATION UNIT—Note 6

 

 

$

 

345.384

 

 

 

$

 

335.393

 

 

 

 

 

 

See notes to the consolidated financial statements

3


 

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
(Unaudited)

 

 

 

 

 

 

 

For the Three Months
Ended March 31,

 

2015

 

2014

INVESTMENT INCOME

 

 

 

 

Real estate income, net:

 

 

 

 

Rental income

 

 

$

 

217.0

 

 

 

$

 

215.8

 

 

 

 

 

 

Real estate property level expenses and taxes:

 

 

 

 

Operating expenses

 

 

 

51.1

 

 

 

 

52.2

 

Real estate taxes

 

 

 

35.3

 

 

 

 

32.7

 

Interest expense

 

 

 

23.3

 

 

 

 

24.1

 

 

 

 

 

 

Total real estate property level expenses and taxes

 

 

 

109.7

 

 

 

 

109.0

 

 

 

 

 

 

Real estate income, net

 

 

 

107.3

 

 

 

 

106.8

 

Income from real estate joint ventures and limited partnerships

 

 

 

31.7

 

 

 

 

32.1

 

Interest

 

 

 

1.4

 

 

 

 

0.8

 

Dividends

 

 

 

9.0

 

 

 

 

8.2

 

 

 

 

 

 

TOTAL INVESTMENT INCOME

 

 

 

149.4

 

 

 

 

147.9

 

 

 

 

 

 

Expenses:

 

 

 

 

Investment advisory charges

 

 

 

20.0

 

 

 

 

17.9

 

Administrative charges

 

 

 

12.9

 

 

 

 

11.0

 

Distribution charges

 

 

 

5.3

 

 

 

 

4.3

 

Mortality and expense risk charges

 

 

 

0.2

 

 

 

 

0.2

 

Liquidity guarantee charges

 

 

 

7.5

 

 

 

 

7.6

 

 

 

 

 

 

TOTAL EXPENSES

 

 

 

45.9

 

 

 

 

41.0

 

 

 

 

 

 

INVESTMENT INCOME, NET

 

 

 

103.5

 

 

 

 

106.9

 

 

 

 

 

 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND MORTGAGE LOANS PAYABLE

 

 

 

 

Net realized gain (loss) on investments:

 

 

 

 

Real estate properties

 

 

 

216.9

 

 

 

 

(1.0

)

 

Real estate joint ventures and limited partnerships

 

 

 

169.5

 

 

 

 

0.2

 

Marketable securities

 

 

 

27.4

 

 

 

 

17.3

 

 

 

 

 

 

Net realized gain on investments

 

 

 

413.8

 

 

 

 

16.5

 

 

 

 

 

 

Net change in unrealized appreciation (depreciation) on:

 

 

 

 

Real estate properties

 

 

 

(44.5

)

 

 

 

 

106.4

 

Real estate joint ventures and limited partnerships

 

 

 

104.9

 

 

 

 

63.3

 

Marketable securities

 

 

 

34.9

 

 

 

 

105.1

 

Mortgage loans payable

 

 

 

(18.7

)

 

 

 

 

(2.2

)

 

 

 

 

 

 

Net change in unrealized appreciation on
investments and mortgage loans payable

 

 

 

76.6

 

 

 

 

272.6

 

 

 

 

 

 

NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS AND MORTGAGE LOANS PAYABLE

 

 

 

490.4

 

 

 

 

289.1

 

 

 

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS

 

 

$

 

593.9

 

 

 

$

 

396.0

 

 

 

 

 

 

See notes to the consolidated financial statements

4


 

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(In millions)
(Unaudited)

 

 

 

 

 

 

 

For the Three Months
Ended March 31,

 

2015

 

2014

FROM OPERATIONS

 

 

 

 

Investment income, net

 

 

$

 

103.5

 

 

 

$

 

106.9

 

Net realized gain on investments

 

 

 

413.8

 

 

 

 

16.5

 

Net change in unrealized appreciation on investments and mortgage loans payable

 

 

 

76.6

 

 

 

 

272.6

 

 

 

 

 

 

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS

 

 

 

593.9

 

 

 

 

396.0

 

 

 

 

 

 

FROM PARTICIPANT TRANSACTIONS

 

 

 

 

Premiums

 

 

 

663.6

 

 

 

 

563.4

 

Annuity payments

 

 

 

(8.6

)

 

 

 

 

(7.6

)

 

Withdrawals and death benefits

 

 

 

(464.1

)

 

 

 

 

(353.3

)

 

 

 

 

 

 

NET INCREASE IN NET ASSETS
RESULTING FROM PARTICIPANT TRANSACTIONS

 

 

 

190.9

 

 

 

 

202.5

 

 

 

 

 

 

NET INCREASE IN NET ASSETS

 

 

 

784.8

 

 

 

 

598.5

 

NET ASSETS

 

 

 

 

Beginning of period

 

 

 

19,829.0

 

 

 

 

16,907.9

 

 

 

 

 

 

End of period

 

 

$

 

20,613.8

 

 

 

$

 

17,506.4

 

 

 

 

 

 

See notes to the consolidated financial statements

5


 

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

 

 

 

 

 

 

 

For the Three Months
Ended March 31,

 

2015

 

2014

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net increase in net assets resulting from operations

 

 

$

 

593.9

 

 

 

$

 

396.0

 

Adjustments to reconcile net changes in net assets resulting from operations to net cash used in operating activities:

 

 

 

 

Net realized gain on investments

 

 

 

(413.8

)

 

 

 

 

(16.5

)

 

Net change in unrealized appreciation on investments
and mortgage loans payable

 

 

 

(76.6

)

 

 

 

 

(272.6

)

 

Purchase of real estate properties

 

 

 

(188.4

)

 

 

 

 

(35.0

)

 

Capital improvements on real estate properties

 

 

 

(48.2

)

 

 

 

 

(53.0

)

 

Proceeds from sale of real estate properties

 

 

 

421.4

 

 

 

 

25.5

 

Purchases of long term investments

 

 

 

(169.9

)

 

 

 

 

(161.4

)

 

Proceeds from long term investments

 

 

 

413.4

 

 

 

 

157.0

 

Increase in other investments

 

 

 

(750.0

)

 

 

 

 

(117.3

)

 

Change in due (from) to investment manager

 

 

 

(1.1

)

 

 

 

 

(6.8

)

 

Decrease in other assets

 

 

 

8.2

 

 

 

 

8.6

 

Decrease in other liabilities

 

 

 

(6.1

)

 

 

 

 

(14.1

)

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

 

(217.2

)

 

 

 

 

(89.6

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Payments of mortgage loans

 

 

 

(0.2

)

 

 

 

 

(113.3

)

 

Premiums

 

 

 

663.6

 

 

 

 

563.4

 

Annuity payments

 

 

 

(8.6

)

 

 

 

 

(7.6

)

 

Withdrawals and death benefits

 

 

 

(464.1

)

 

 

 

 

(353.3

)

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

190.7

 

 

 

 

89.2

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

 

(26.5

)

 

 

 

 

(0.4

)

 

CASH AND CASH EQUIVALENTS

 

 

 

 

Beginning of period

 

 

 

36.5

 

 

 

 

14.6

 

 

 

 

 

 

End of period

 

 

$

 

10.0

 

 

 

$

 

14.2

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

Cash paid for interest

 

 

$

 

23.5

 

 

 

$

 

25.4

 

 

 

 

 

 

Loan assignment as part of real estate disposition

 

 

$

 

200.0

 

 

 

$

 

 

 

 

 

 

 

See notes to the consolidated financial statements

6


 

TIAA REAL ESTATE ACCOUNT
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization and Significant Accounting Policies

Business: The TIAA Real Estate Account (“Account”) is an insurance separate account of Teachers Insurance and Annuity Association of America (“TIAA”) and was established by resolution of TIAA’s Board of Trustees (the “Board”) on February 22, 1995, under the insurance laws of the State of New York, for the purpose of funding variable annuity contracts issued by TIAA. The Account offers individual and group accumulating annuity contracts (with contributions made on a pre-tax or after-tax basis), as well as individual lifetime and term-certain variable payout annuity contracts (including the payment of death benefits to beneficiaries). Investors are entitled to transfer funds to or from the Account, and make withdrawals from the Account on a daily basis, under certain circumstances. Funds invested in the Account for each category of contract are expressed in terms of units, and unit values will fluctuate depending on the Account’s performance.

The investment objective of the Account is to seek favorable long-term returns primarily through rental income and capital appreciation from real estate and real estate-related investments owned by the Account. The Account holds real estate properties directly and through subsidiaries wholly owned by TIAA for the benefit of the Account. The Account also holds interests in real estate joint ventures and limited partnerships in which the Account does not hold a controlling interest; as such, such interests are not consolidated into these consolidated financial statements. The Account also has invested in mortgage loans receivable collateralized by commercial real estate properties. Additionally, the Account invests in real estate-related and non-real estate-related publicly traded securities, cash and other instruments to maintain adequate liquidity levels for operating expenses, capital expenditures and to fund benefit payments (withdrawals, transfers and related transactions).

The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which requires the use of estimates made by management. Actual results may vary from those estimates and such differences may be material. The following is a summary of the significant accounting policies of the Account.

Basis of Presentation: The accompanying consolidated financial statements include the Account and those subsidiaries wholly owned by TIAA for the benefit of the Account. All significant intercompany accounts and transactions between the Account and such subsidiaries have been eliminated.

The Accumulation Unit Value (“AUV”) used for financial reporting purposes may differ from the AUV used for processing transactions. The AUV used for financial reporting purposes includes security and participant transactions effective through the period end date to which this report relates. Total return is computed based on the AUV used for processing transactions.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Determination of Investments at Fair Value: The Account reports all investments at fair value in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. Further, in accordance with the adoption of the fair value option allowed under ASC 825, Financial Instruments, and at the election of Account management, mortgage loans payable are reported at fair value. The FASB has defined fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

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

Valuation of Real Estate Properties—Investments in real estate properties are stated at fair value, as determined in accordance with policies and procedures reviewed by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole. Accordingly, the Account does not record depreciation. Determination of fair value involves significant levels of judgment because the actual fair value of real estate can be determined only by negotiation between the parties in a sales transaction. The Account’s primary objective when valuing its real estate investments will be to produce a valuation that represents a reasonable estimate of the fair value of its investments. Implicit in the Account’s definition of

7


 

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, 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. In addition, adjustments may be made for events or circumstances indicating an impairment of a tenant’s ability to pay amounts due to the Account under a lease (including due to a bankruptcy filing of that tenant). Alternatively, adjustments may be made to reflect the execution or renewal of a significant lease. Also, adjustments may be made to reflect factors (such as sales values for comparable properties or local employment rate) bearing uniquely on a particular region in which the Account holds properties. TIAA’s internal appraisal staff oversees the entire appraisal process, in conjunction with the Account’s independent fiduciary (the independent fiduciary is more fully described in the paragraph below). Any differences in the conclusions of TIAA’s internal appraisal staff and the independent appraiser will be reviewed by the independent fiduciary, which will make a final determination on the matter (which may include ordering a subsequent independent appraisal).

The independent fiduciary, RERC, LLC, has been appointed by a special subcommittee of the Investment Committee of the Board to, among other things, oversee the appraisal process. The independent fiduciary must approve all independent appraisers used by the Account. All appraisals are performed in accordance with Uniform Standards of Professional Appraisal Practices, the real estate appraisal industry standards created by The Appraisal Foundation. Real estate appraisals are estimates of property values based on a professional’s opinion. Appraisals of properties held outside of the U.S. are performed in accordance with industry standards commonly applied in the applicable jurisdiction. These independent appraisers are always expected to be MAI-designated members of the Appraisal Institute (or its European equivalent, Royal Institute of Chartered Surveyors) and state certified appraisers from national or regional firms with relevant

8


 

property type experience and market knowledge. Under the Account’s current procedures, each independent appraisal firm will be rotated off of a particular property at least every three years, although such appraisal firm may perform appraisals of other Account properties subsequent to such rotation.

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

Valuation of Real Estate Joint Ventures—Real estate joint ventures are stated at the fair value of the Account’s ownership interests of the underlying entities. The Account’s ownership interests are valued based on the fair value of the underlying real estate, any related mortgage loans payable, and other factors, such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. Upon the disposition of all real estate investments by an investee entity, the Account will continue to state its equity in the remaining net assets of the investee entity during the wind down period, if any, which occurs prior to the dissolution of the investee entity.

Valuation of Real Estate Limited Partnerships—Limited partnership interests are stated at the fair value of the Account’s ownership in the partnership which are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investments. Since market quotations are not readily available, the limited partnership interests are valued at fair value as determined in good faith by management under the direction of the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.

Valuation of Marketable Securities—Equity securities listed or traded on any national market or exchange are valued at the last sale price as of the close of the principal securities market or exchange on which such securities are traded or, if there is no sale, at the mean of the last bid and asked prices on such market or exchange, exclusive of transaction costs.

Debt securities with readily available market quotations, other than money market instruments, are generally valued at the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). Debt securities for which market quotations are not readily available, are valued at fair value as determined in good faith by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.

Short-term investments are valued in the same manner as debt securities, as described above.

Money market instruments are valued at amortized cost.

Equity and fixed income securities traded on a foreign exchange or in foreign markets are valued using their closing values under the valuation methods generally accepted in the country where traded, as of the valuation date. This value is converted to U.S. dollars at the exchange rate in effect on the valuation day. Under certain circumstances (for example, if there are significant movements in the United States markets and there is an expectation the securities traded on foreign markets will adjust based on such movements when the foreign markets open the next day), the Account may adjust the value of equity or fixed income securities that trade on a foreign exchange or market after the foreign exchange or market has closed.

Valuation of Notes Receivable—Notes receivable are stated at fair value and are initially valued at the face amount of the note. Subsequently, notes receivable are valued quarterly based on market factors.

9


 

Valuation of Mortgage Loans Payable—Mortgage loans payable are stated at fair value. The estimated fair values of mortgage loans payable are based on the amount at which the liability could be transferred to a third party exclusive of transaction costs. Mortgage loans payable are valued internally by TIAA’s internal valuation department, as reviewed by the Account’s independent fiduciary, at least quarterly based on market factors, such as market interest rates and spreads for comparable loans, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral), the liquidity for mortgage loans of similar characteristics, the maturity date of the loan and the return demands of the market.

See Note 4—Assets and Liabilities Measured at Fair Value on a Recurring Basis for further discussion and disclosure regarding the determination of the fair value of the Account’s investments.

Foreign Currency Transactions and Translation: Portfolio investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales of securities, income receipts and expense payments made in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the respective dates of the transactions. The effect of any changes in foreign currency exchange rates on portfolio investments and mortgage loans payable are included in net realized and unrealized gains and losses on real estate properties and mortgage loans payable. Net realized gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.

Accumulation and Annuity Funds: The accumulation fund represents the net assets attributable to participants in the accumulation phase of their investment (“Accumulation Fund”). The annuity fund represents the net assets attributable to the participants currently receiving annuity payments (“Annuity Fund”). The net increase or decrease in net assets from investment operations is apportioned between the accounts based upon their relative daily net asset values. Once an Account participant begins receiving lifetime annuity income benefits, payment levels cannot be reduced as a result of the Account’s actual mortality experience. In addition, the contracts pursuant to which the Account is offered are required to stipulate the maximum expense charge for all Account level expenses that can be assessed, which is not to exceed 2.5% of average net assets per year. The Account pays a fee to TIAA to assume mortality and expense risks.

Accounting for Investments: The investments held by the Account are accounted for as follows:

Real Estate Properties—Rent from real estate properties consists of all amounts earned under tenant operating leases, including base rent, recoveries of real estate taxes and other expenses and charges for miscellaneous services provided to tenants. Rental income is recognized in accordance with the billing terms of the lease agreements. The Account bears the direct expenses of the real estate properties owned. These expenses include, but are not limited to, fees to local property management companies, property taxes, utilities, maintenance, repairs, insurance, and other operating and administrative costs. An estimate of the net operating income earned from each real estate property is accrued by the Account on a daily basis and such estimates are adjusted when actual operating results are determined.

Real Estate Joint Ventures—The Account has limited ownership interests in various real estate joint ventures (collectively, the “joint ventures”). The Account records its contributions as increases to its investments in the joint ventures, and distributions from the joint ventures are treated as income within income from real estate joint ventures and limited partnerships in the Account’s consolidated statements of operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Income from the joint ventures is recorded based on the Account’s proportional interest of the income distributed by the joint ventures. Income earned but not yet distributed to the Account by the joint ventures is recorded as unrealized gains and losses.

Limited Partnerships—The Account has limited ownership interests in various private real estate funds (primarily limited partnerships) and a private real estate investment trust (collectively, the “limited partnerships”). The Account records its contributions as increases to the investments, and distributions from the investments are treated as income 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

10


 

gains or losses are recorded as realized gains or losses. Unrealized gains and losses are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investments. Changes in value based on such estimates are recorded by the Account as unrealized gains and losses.

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

Realized and Unrealized Gains and Losses—Realized gains and losses are recorded at the time an investment is sold or a distribution is received in relation to an investment sale from a joint venture or limited partnership. Real estate transactions are accounted for as of the date on which the purchase or sale transactions for the real estate properties close (settlement date). The Account recognizes a realized gain on the sale of a real estate property to the extent that the contract sales price exceeds the cost-to-date of the property being sold. A realized loss occurs when the cost-to-date exceeds the sales price.

Unrealized gains and losses are recorded as the fair values of the Account’s investments are adjusted, and as discussed within the Real Estate Joint Ventures and Limited Partnerships sections above.

Net Assets—The Account’s net assets as of the close of each valuation day are valued by taking the sum of:

 

 

the value of the Account’s cash; cash equivalents, and short-term and other debt instruments;

 

 

the value of the Account’s other securities and other non-real estate assets;

 

 

the value of the individual real properties (based on the most recent valuation of that property) and other real estate-related investments owned by the Account;

 

 

an estimate of the net operating income accrued by the Account from its properties, other real estate-related investments and non-real estate-related investments (including short-term marketable securities) since the end of the prior valuation day; and

 

 

actual net operating income earned from the Account’s properties, other real estate-related investments and non-real estate-related investments (but only to the extent any such item of income differs from the estimated income accrued on such investments),

and then reducing the sum by liabilities held within the Account, including the daily investment management fee, administration and distribution fees, mortality and expense fee, and liquidity guarantee fee, and certain other expenses attributable to operating the Account. Daily estimates of net operating income are adjusted to reflect actual net operating income on a monthly basis, at which time such adjustments (if any) are reflected in the Account’s unit value.

After the end of every quarter, the Account reconciles the amount of expenses deducted from the Account (which is established in order to approximate the costs that the Account will incur) with the expenses the Account actually incurred. If there is a difference, the Account adds it to or deducts it from the Account in equal daily installments over the remaining days of the following quarter. Material differences may be repaid in the current calendar quarter. The Account’s at-cost deductions are based on projections of Account assets and overall expenses, and the size of any adjusting payments will be directly affected by the difference between management’s projections and the Account’s actual assets or expenses.

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 are comprised of operating assets and liabilities utilized and held at each individual real estate property investment. Other assets consist of, amongst

11


 

other items, cash, tenant receivables and prepaid expenses; whereas other liabilities primarily consist of security deposits.

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 financial statements.

Restricted Cash: The Account held $21.6 million and $20.4 million as of March 31, 2015 and December 31, 2014, respectively, in escrow accounts for property taxes, insurance, and various other property related matters as required by certain creditors related to outstanding mortgage loans payable collateralized by certain real estate investments. These amounts are recorded within other assets on the consolidated statements of assets and liabilities. See Note 5—Mortgage Loans Payable for additional information regarding the Account’s outstanding mortgage loans payable.

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

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

New Accounting Pronouncement: In February 2015, the FASB issued Accounting Standard Update (“ASU”) No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). This ASU amends, amongst other items, the consolidation rules regarding the evaluation of whether a limited partnership or similar entity is a variable interest entity or voting interest entity as well as the elimination of the presumption that a general partner should consolidate a limited partnership. These amendments are effective for public business entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. Management is currently evaluating the impact of ASU 2015-02 on the Account’s Consolidated Financial Statements.

In March 2015, the FASB issued ASU No. 2015-03, Interest–Imputation of Interest (“ASU 2015-03”). This ASU amends, amongst other items, the presentation of debt issuance costs on an entity’s balance sheet. These amendments are effective for public business entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. Management is currently evaluating the impact of ASU 2015-03 on the Account’s Consolidated Financial Statements.

Note 2—Management Agreements, Arrangements and Related Party Transactions

Investment advisory services for the Account are provided by TIAA employees, under the direction of the Board and its Investment Committee, pursuant to investment management procedures adopted by TIAA for the Account. TIAA’s investment management decisions for the Account are subject to review by the Account’s independent fiduciary. TIAA also provides various portfolio accounting and related services for the Account.

The Account is a party to the Distribution Agreement for the Contracts Funded by the TIAA Real Estate Account (the “Distribution Agreement”), dated January 1, 2008, by and among TIAA, for itself and on behalf of the Account, and TIAA-CREF Individual and Institutional Services, LLC (“Services”), a wholly owned subsidiary of TIAA, a registered broker-dealer and a member of the Financial Industry Regulatory Authority. Pursuant to the Distribution Agreement, Services performs distribution services for the Account which include, among other things, (i) distribution of annuity contracts issued by TIAA and funded by the Account, (ii) advising existing annuity contract owners in connection with their accumulations and (iii) helping employers implement and manage retirement plans. In addition, TIAA performs administrative functions for the Account, which include, among other things, (i) maintaining accounting records and performing accounting services, (ii) receiving and allocating premiums, (iii) calculating and making annuity payments, (iv) processing withdrawal requests, (v) providing regulatory compliance and reporting services,

12


 

(vi) maintaining the Account’s records of contract ownership and (vii) otherwise assisting generally in all aspects of the Account’s operations. Both distribution services (pursuant to the Distribution Agreement) and administrative services are provided to the Account by Services and TIAA, as applicable, on an at cost basis.

The Distribution Agreement is terminable by either party upon 60 days written notice and terminates automatically upon any assignment thereof.

TIAA and Services provide investment management, administrative and distribution services at cost. TIAA and Services receive payments from the Account on a daily basis according to formulas established each year and adjusted periodically with the objective of keeping the payments as close as possible to the Account’s expenses actually incurred. Any differences between actual expenses and the amounts paid by the Account are adjusted quarterly.

TIAA also provides a liquidity guarantee to the Account, for a fee, to ensure that sufficient funds are available to meet participant transfer and cash withdrawal requests in the event that the Account’s cash flows and liquid investments are insufficient to fund such requests. TIAA ensures sufficient funds are available for such transfer and withdrawal requests by purchasing accumulation units of the Account.

To the extent TIAA owns accumulation units issued pursuant to the liquidity guarantee, the independent fiduciary monitors and oversees, among other things, TIAA’s ownership interest in the Account and may require TIAA to eventually redeem some of its units, particularly when the Account has un-invested cash or liquid investments available. TIAA also receives a fee for assuming certain mortality and expense risks.

The expenses for the services noted above that are provided to the Account by TIAA and Services are identified in the accompanying consolidated statements of operations and are reflected in Note 6—Financial Highlights.

Note 3—Credit Risk Concentrations

Concentrations of credit risk may arise when a number of properties or tenants are located in a similar geographic region such that the economic conditions of that region could impact tenants’ obligations to meet their contractual obligations or cause the values of individual properties to decline. The Account has no significant concentrations of tenants as no single tenant has annual contract rent that makes up more than 3% of the rental income of the Account.

The Account’s wholly owned real estate investments and investments in joint ventures are located in the United States. The following table represents the diversification of the Account’s portfolio by region and property type:

Diversification by Fair Value(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

East

 

West

 

South

 

Midwest

 

Total

Office

 

 

 

22.2

%

 

 

 

 

13.9

%

 

 

 

 

7.0

%

 

 

 

 

0.3

%

 

 

 

 

43.4

%

 

Apartment

 

 

 

10.7

%

 

 

 

 

8.7

%

 

 

 

 

3.5

%

 

 

 

 

 

 

 

 

22.9

%

 

Retail

 

 

 

4.1

%

 

 

 

 

4.0

%

 

 

 

 

8.1

%

 

 

 

 

0.3

%

 

 

 

 

16.5

%

 

Industrial

 

 

 

1.4

%

 

 

 

 

7.8

%

 

 

 

 

3.9

%

 

 

 

 

0.9

%

 

 

 

 

14.0

%

 

Other(2)

 

 

 

2.8

%

 

 

 

 

0.2

%

 

 

 

 

0.1

%

 

 

 

 

0.1

%

 

 

 

 

3.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

41.2

%

 

 

 

 

34.6

%

 

 

 

 

22.6

%

 

 

 

 

1.6

%

 

 

 

 

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 interest in Storage Portfolio investment and a fee interest encumbered by a ground lease real estate investment.

     

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

     

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

13


 

Note 4—Assets and Liabilities Measured at Fair Value on a Recurring Basis

Valuation Hierarchy: The Account’s fair value measurements are grouped categorically into three levels, as defined by the FASB. The levels are defined as follows:

Level 1—Valuations using unadjusted quoted prices for assets traded in active markets, such as stocks listed on the New York Stock Exchange. Active markets are defined as having the following characteristics for the measured asset or liability: (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads and (v) most information regarding the issuer is publicly available. Level 1 assets held by the Account are generally marketable equity securities.

Level 2—Valuations for assets and liabilities traded in less active, dealer or broker markets. Fair values are primarily obtained from third party pricing services for identical or comparable assets or liabilities. Level 2 inputs for fair value measurements are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include:

a. Quoted prices for similar assets or liabilities in active markets;

b. Quoted prices for identical or similar assets or liabilities in markets that are not active (that is, markets in which there are few transactions for the asset (or liability), the prices are not current, price quotations vary substantially either over time or among market makers (for example, some brokered markets), or in which little information is released publicly);

c. Inputs other than quoted prices that are observable within the market for the asset (or liability) (for example, interest rates and yield curves, implied volatilities, prepayment speeds, loss severities, credit risks, and default rates that are observable at commonly quoted intervals); and

d. Inputs that are derived principally from or corroborated by observable market data by correlation or other means (for example, market-corroborated inputs).

Examples of securities which may be held by the Account and included in Level 2 include certificates of deposit, commercial paper, government agency notes, variable notes, United States Treasury securities, and debt securities.

Level 3—Valuations for assets and liabilities that are derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections that are not observable in the market, and require significant professional judgment in determining the fair value assigned to such assets or liabilities. Examples of Level 3 assets and liabilities which may be held by the Account from time to time include investments in real estate, investments in joint ventures and limited partnerships, and mortgage loans receivable and payable.

An investment’s categorization within the valuation hierarchy described above is based upon the lowest level of input that is significant to the fair value measurement.

The Account’s determination of fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon vendor-provided, evaluated prices or internally developed models that primarily use market-based or independently sourced market data, including interest rate yield curves, market spreads, and currency rates. Valuation adjustments will be made to reflect changes in credit quality, counterparty’s creditworthiness, the Account’s creditworthiness, liquidity, and other observable and unobservable inputs that are applied consistently over time.

The methods described above are considered to produce fair values that represent a good faith estimate of what an unaffiliated buyer in the marketplace would pay to purchase the asset or would receive to transfer the liability. Since fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, actual realizable values or future fair values may differ from amounts reported. Furthermore, while the Account believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments, while reasonable, could result in different estimates of fair value at the reporting date. As discussed in Note 1—Organization and Significant Accounting Policies in more detail, the Account generally obtains independent third party appraisals on a quarterly basis; there may be circumstances in the interim in which the true realizable value of a property is not reflected in the

14


 

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, 2015 (unaudited) and December 31, 2014, using unadjusted quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3) (in millions):

 

 

 

 

 

 

 

 

 

Description

 

Level 1:
Quoted
Prices in
Active Markets
for Identical Assets

 

Level 2:
Significant
Other
Observable
Inputs

 

Level 3:
Significant
Unobservable
Inputs

 

Total at
March 31,
2015

Real estate properties

 

 

$

 

 

 

 

$

 

 

 

 

$

 

12,923.5

 

 

 

$

 

12,923.5

 

Real estate joint ventures

 

 

 

 

 

 

 

 

 

 

 

3,274.7

 

 

 

 

3,274.7

 

Limited partnerships

 

 

 

 

 

 

 

 

 

 

 

40.4

 

 

 

 

40.4

 

Marketable securities:

 

 

 

 

 

 

 

 

Real estate related

 

 

 

1,875.9

 

 

 

 

 

 

 

 

 

 

 

 

1,875.9

 

Government agency notes

 

 

 

 

 

 

 

2,752.1

 

 

 

 

 

 

 

 

2,752.1

 

United States Treasury securities

 

 

 

 

 

 

 

1,829.2

 

 

 

 

 

 

 

 

1,829.2

 

Convertible note receivable

 

 

 

 

 

 

 

 

 

 

 

100.0

 

 

 

 

100.0

 

 

 

 

 

 

 

 

 

 

Total Investments at March 31, 2015

 

 

$

 

1,875.9

 

 

 

$

 

4,581.3

 

 

 

$

 

16,338.6

 

 

 

$

 

22,795.8

 

 

 

 

 

 

 

 

 

 

Mortgage loans payable

 

 

$

 

 

 

 

$

 

 

 

 

$

 

(2,192.3

)

 

 

 

$

 

(2,192.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Level 1:
Quoted
Prices in
Active Markets
for Identical Assets

 

Level 2:
Significant
Other
Observable
Inputs

 

Level 3:
Significant
Unobservable
Inputs

 

Total at
December 31,
2014

Real estate properties

 

 

$

 

 

 

 

$

 

 

 

 

$

 

13,139.0

 

 

 

$

 

13,139.0

 

Real estate joint ventures

 

 

 

 

 

 

 

 

 

 

 

3,022.1

 

 

 

 

3,022.1

 

Limited partnerships

 

 

 

 

 

 

 

 

 

 

 

357.5

 

 

 

 

357.5

 

Marketable securities:

 

 

 

 

 

 

 

 

Real estate related

 

 

 

1,818.4

 

 

 

 

 

 

 

 

 

 

 

 

1,818.4

 

Government agency notes

 

 

 

 

 

 

 

2,369.9

 

 

 

 

 

 

 

 

2,369.9

 

United States Treasury securities

 

 

 

 

 

 

 

1,461.2

 

 

 

 

 

 

 

 

1,461.2

 

 

 

 

 

 

 

 

 

 

Total Investments at December 31, 2014

 

 

$

 

1,818.4

 

 

 

$

 

3,831.1

 

 

 

$

 

16,518.6

 

 

 

$

 

22,168.1

 

 

 

 

 

 

 

 

 

 

Mortgage loans payable

 

 

$

 

 

 

 

$

 

 

 

 

$

 

(2,373.8

)

 

 

 

$

 

(2,373.8

)

 

 

 

 

 

 

 

 

 

 

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, 2015 and 2014 (in millions, unaudited):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate
Properties

 

Real Estate
Joint Ventures

 

Limited
Partnerships

 

Convertible
Note
Receivable

 

Total
Level 3
Investments

 

Mortgage
Loans
Payable

For the three months ended March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance January 1, 2015

 

 

$

 

13,139.0

 

 

 

$

 

3,022.1

 

 

 

$

 

357.5

 

 

 

$

 

 

 

 

$

 

16,518.6

 

 

 

$

 

(2,373.8

)

 

Total realized and unrealized gains (losses) included in changes in net assets

 

 

 

172.4

 

 

 

 

246.8

 

 

 

 

27.6

 

 

 

 

 

 

 

 

446.8

 

 

 

 

(18.7

)

 

Purchases(1)

 

 

 

233.5

 

 

 

 

6.0

 

 

 

 

 

 

 

 

100.0

 

 

 

 

339.5

 

 

 

 

 

Sales

 

 

 

(621.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(621.4

)

 

 

 

 

 

Settlements(2)

 

 

 

 

 

 

 

(0.2

)

 

 

 

 

(344.7

)

 

 

 

 

 

 

 

 

(344.9

)

 

 

 

 

200.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance March 31, 2015

 

 

$

 

12,923.5

 

 

 

$

 

3,274.7

 

 

 

$

 

40.4

 

 

 

$

 

100.0

 

 

 

$

 

16,338.6

 

 

 

$

 

(2,192.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate
Properties

 

Real Estate
Joint Ventures

 

Limited
Partnerships

 

Total
Level 3
Investments

 

Mortgage
Loans
Payable

For the three months ended March 31, 2014

 

 

 

 

 

 

 

 

Beginning balance January 1, 2014

 

 

$

 

11,565.1

 

 

 

$

 

2,563.6

 

 

 

$

 

362.0

 

 

 

$

 

14,490.7

 

 

 

$

 

(2,279.1

)

 

Total realized and unrealized gains (losses) included in changes in net assets

 

 

 

105.4

 

 

 

 

60.0

 

 

 

 

3.5

 

 

 

 

168.9

 

 

 

 

(2.2

)

 

Purchases(1)

 

 

 

78.5

 

 

 

 

35.3

 

 

 

 

 

 

 

 

113.8

 

 

 

 

 

Sales

 

 

 

(25.5

)

 

 

 

 

 

 

 

 

 

 

 

 

(25.5

)

 

 

 

 

 

Settlements(2)

 

 

 

 

 

 

 

(80.8

)

 

 

 

 

(2.8

)

 

 

 

 

(83.6

)

 

 

 

 

113.3

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance March 31, 2014

 

 

$

 

11,723.5

 

 

 

$

 

2,578.1

 

 

 

$

 

362.7

 

 

 

$

 

14,664.3

 

 

 

$

 

(2,168.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 

Includes purchases, contributions for joint ventures and limited partnerships, and capital expenditures.

 

(2)

 

Includes operating income for real estate joint ventures and limited partnerships, net of distributions, principal payments and extinguishments of mortgage loans payable.

The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements as of March 31, 2015 (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

 

   6.0% - 8.8% (6.7%)
   4.8% - 7.8% (5.7%)

 

 

 

 

 

 

 

Income Approach—Direct Capitalization

 

Overall Capitalization Rate

 

   3.9% - 7.5% (5.0%)

 

 

 

 

 

Industrial

 

Income Approach—Discounted Cash Flow

 

Discount Rate
Terminal Capitalization Rate

 

   6.0% - 10.0% (7.0%)
   5.0% - 8.0% (5.9%)

 

 

 

 

 

 

 

Income Approach—Direct Capitalization

 

Overall Capitalization Rate

 

   4.3% - 8.3% (5.3%)

 

 

 

 

 

Residential

 

Income Approach—Discounted Cash Flow

 

Discount Rate
Terminal Capitalization Rate

 

   5.2% - 7.8% (6.3%)
   4.0% - 5.8% (4.8%)

 

 

 

 

 

 

 

Income Approach—Direct Capitalization

 

Overall Capitalization Rate

 

   3.3% - 5.3% (4.2%)

 

 

 

 

 

Retail

 

Income Approach—Discounted Cash Flow

 

Discount Rate
Terminal Capitalization Rate

 

   5.0% - 10.3% (7.1%)
   5.0% - 9.5% (6.0%)

 

 

 

 

 

 

 

Income Approach—Direct Capitalization

 

Overall Capitalization Rate

 

   4.5% - 8.7% (5.5%)

 

Mortgage Loans Payable

 

Office and
Industrial

 

Discounted Cash Flow

 

Loan to Value Ratio
Equivalency Rate

 

34.4% - 47.6% (42.4%)
   2.9% - 3.6% (3.3%)

 

 

 

 

 

 

 

Net Present Value

 

Loan to Value Ratio
Weighted Average Cost of Capital Risk
Premium Multiple

 

34.4% - 47.6% (42.4%)
   1.2 - 1.3 (1.3)

 

 

 

 

 

Residential

 

Discounted Cash Flow

 

Loan to Value Ratio
Equivalency Rate

 

32.9% - 63.3% (45.0%)
   2.2% - 3.4% (3.0%)

 

 

 

 

 

 

 

Net Present Value

 

Loan to Value Ratio
Weighted Average Cost of Capital Risk
Premium Multiple

 

32.9% - 63.3% (45.0%)
   1.2 - 1.6 (1.3)

 

 

 

 

 

Retail

 

Discounted Cash Flow

 

Loan to Value Ratio
Equivalency Rate

 

22.5% - 87.6% (46.5%)
   2.2% - 4.4% (3.0%)

 

 

 

 

 

 

 

Net Present Value

 

Loan to Value Ratio
Weighted Average Cost of Capital Risk
Premium Multiple

 

22.5% - 87.6% (46.5%)
   1.1 - 2.2 (1.4)

 

The convertible note receivable was fair valued at par due to the short term duration of the call option and conversion feature of the note into units of CGMT REIT L.P.

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

16


 

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.

During the three months ended March 31, 2015 and 2014, there were no transfers between Levels 1, 2 or 3.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate
Properties

 

Real Estate
Joint
Ventures

 

Limited
Partnerships

 

Total
Level 3
Investments

 

Mortgage
Loans
Payable

For the three months ended
March 31, 2015

 

 

$

 

188.5

 

 

 

$

 

246.8

 

 

 

$

 

(0.1

)

 

 

 

$

 

435.2

 

 

 

$

 

(18.7

)

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended
March 31, 2014

 

 

$

 

107.7

 

 

 

$

 

59.9

 

 

 

$

 

3.4

 

 

 

$

 

171.0

 

 

 

$

 

(2.2

)

 

 

 

 

 

 

 

 

 

 

 

 

Note 5—Mortgage Loans Payable

The Account had outstanding mortgage loans payable secured by the following properties (in millions):

 

 

 

 

 

 

 

 

 

Property

 

Interest Rate and
Payment Frequency
(2)

 

Principal
Amounts as of

 

Maturity

 

March 31,
2015

 

December 31,
2014

 

 

 

 

(Unaudited)

 

 

 

 

99 High Street

 

5.52% paid monthly

 

 

$

 

185.0

 

 

 

$

 

185.0

 

 

 

 

November 11, 2015

 

Lincoln Centre

 

5.51% paid monthly

 

 

 

153.0

 

 

 

 

153.0

 

 

 

 

February 1, 2016

 

Charleston Plaza(1)(4)

 

5.60% paid monthly

 

 

 

35.3

 

 

 

 

35.5

 

 

 

 

September 11, 2016

 

The Legend at Kierland(4)(5)

 

4.97% paid monthly

 

 

 

21.8

 

 

 

 

21.8

 

 

 

 

August 1, 2017

 

The Tradition at Kierland(4)(5)

 

4.97% paid monthly

 

 

 

25.8

 

 

 

 

25.8

 

 

 

 

August 1, 2017

 

Mass Court(4)

 

2.88% paid monthly

 

 

 

92.6

 

 

 

 

92.6

 

 

 

 

September 1, 2019

 

Red Canyon at Palomino Park(4)(6)

 

5.34% paid monthly

 

 

 

27.1

 

 

 

 

27.1

 

 

 

 

August 1, 2020

 

Green River at Palomino Park(4)(6)

 

5.34% paid monthly

 

 

 

33.2

 

 

 

 

33.2

 

 

 

 

August 1, 2020

 

Blue Ridge at Palomino Park(4)(6)

 

5.34% paid monthly

 

 

 

33.4

 

 

 

 

33.4

 

 

 

 

August 1, 2020

 

Ashford Meadows(4)

 

5.17% paid monthly

 

 

 

44.6

 

 

 

 

44.6

 

 

 

 

August 1, 2020

 

The Corner(4)

 

4.66% paid monthly

 

 

 

105.0

 

 

 

 

105.0

 

 

 

 

June 1, 2021

 

The Palatine(4)

 

4.25% paid monthly

 

 

 

80.0

 

 

 

 

80.0

 

 

 

 

January 10, 2022

 

The Forum at Carlsbad(4)

 

4.25% paid monthly

 

 

 

90.0

 

 

 

 

90.0

 

 

 

 

March 1, 2022

 

The Colorado(4)

 

3.69% paid monthly

 

 

 

91.7

 

 

 

 

91.7

 

 

 

 

November 1, 2022

 

The Legacy at Westwood(4)

 

3.69% paid monthly

 

 

 

46.7

 

 

 

 

46.7

 

 

 

 

November 1, 2022

 

Regents Court(4)

 

3.69% paid monthly

 

 

 

39.6

 

 

 

 

39.6

 

 

 

 

November 1, 2022

 

The Caruth(4)

 

3.69% paid monthly

 

 

 

45.0

 

 

 

 

45.0

 

 

 

 

November 1, 2022

 

Fourth & Madison(4)

 

3.75% paid monthly

 

 

 

200.0

 

 

 

 

200.0

 

 

 

 

June 1, 2023

 

1001 Pennsylvania Avenue

 

3.70% paid monthly

 

 

 

330.0

 

 

 

 

330.0

 

 

 

 

June 1, 2023

 

50 Fremont Street(4)(7)

 

3.75% paid monthly

 

 

 

 

 

 

 

200.0

 

 

 

 

June 1, 2023

 

1401 H Street NW(4)

 

3.65% paid monthly

 

 

 

115.0

 

 

 

 

115.0

 

 

 

 

November 5, 2024

 

780 Third Avenue(4)

 

3.55% paid monthly

 

 

 

150.0

 

 

 

 

150.0

 

 

 

 

August 1, 2025

 

780 Third Avenue(4)

 

3.55% paid monthly

 

 

 

20.0

 

 

 

 

20.0

 

 

 

 

August 1, 2025

 

55 Second Street(4)

 

3.74% paid monthly

 

 

 

137.5

 

 

 

 

137.5

 

 

 

 

October 1, 2026

 

Publix at Weston Commons(4)

 

5.08% paid monthly

 

 

 

35.0

 

 

 

 

35.0

 

 

 

 

January 1, 2036

 

 

 

 

 

 

 

 

Total Principal Outstanding

 

 

 

 

$

 

2,137.3

 

 

 

$

 

2,337.5

 

 

 

Fair Value Adjustment(3)

 

 

 

 

 

55.0

 

 

 

 

36.3

 

 

 

 

 

 

 

 

 

 

Total mortgage loans payable

 

 

 

 

$

 

2,192.3

 

 

 

$

 

2,373.8

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 

The mortgage is adjusted monthly for principal payments.

 

(2)

 

Interest rates are fixed, unless stated otherwise.

17


 

 

(3)

 

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

 

(4)

 

These properties are each owned by separate wholly owned subsidiaries of TIAA for benefit of the Account. The assets and credit of each of these borrowing entities are not available to satisfy the debts and other obligations of the Account or any other entity or person other than such borrowing entity.

 

(5)

 

Represents mortgage loans on these individual properties which are held within the Kierland Apartment portfolio.

 

(6)

 

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

 

(7)

 

This property was sold on February 12, 2015.

Note 6—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,
2015

 

Years Ended December 31,

 

2014

 

2013

 

2012

 

 

(Unaudited)

 

 

 

 

 

 

Per Accumulation Unit data:

 

 

 

 

 

 

 

 

Rental income

 

 

$

 

3.732

 

 

 

$

 

15.862

 

 

 

$

 

15.313

 

 

 

$

 

16.345

 

Real estate property level expenses and taxes

 

 

 

1.887

 

 

 

 

7.788

 

 

 

 

8.112

 

 

 

 

9.059

 

 

 

 

 

 

 

 

 

 

Real estate income, net

 

 

 

1.845

 

 

 

 

8.074

 

 

 

 

7.201

 

 

 

 

7.286

 

Other income

 

 

 

0.724

 

 

 

 

3.459

 

 

 

 

2.759

 

 

 

 

2.178

 

 

 

 

 

 

 

 

 

 

Total income

 

 

 

2.569

 

 

 

 

11.533

 

 

 

 

9.960

 

 

 

 

9.464

 

Expense charges(1)

 

 

 

0.789

 

 

 

 

2.880

 

 

 

 

2.672

 

 

 

 

2.562

 

 

 

 

 

 

 

 

 

 

Investment income, net

 

 

 

1.780

 

 

 

 

8.653

 

 

 

 

7.288

 

 

 

 

6.902

 

Net realized and unrealized gain on investments and mortgage loans payable

 

 

 

8.211

 

 

 

 

27.868

 

 

 

 

19.015

 

 

 

 

18.013

 

 

 

 

 

 

 

 

 

 

Net increase in Accumulation Unit Value

 

 

 

9.991

 

 

 

 

36.521

 

 

 

 

26.303

 

 

 

 

24.915

 

Accumulation Unit Value:

 

 

 

 

 

 

 

 

Beginning of period

 

 

 

335.393

 

 

 

 

298.872

 

 

 

 

272.569

 

 

 

 

247.654

 

 

 

 

 

 

 

 

 

 

End of period

 

 

$

 

345.384

 

 

 

$

 

335.393

 

 

 

$

 

298.872

 

 

 

$

 

272.569

 

 

 

 

 

 

 

 

 

 

Total return

 

 

 

2.98%

 

 

 

 

12.22%

 

 

 

 

9.65%

 

 

 

 

10.06%

 

Ratios to Average net Assets(2):

 

 

 

 

 

 

 

 

Expenses(1)

 

 

 

0.92%

 

 

 

 

0.89%

 

 

 

 

0.92%

 

 

 

 

0.95%

 

Investment income, net

 

 

 

2.08%

 

 

 

 

2.68%

 

 

 

 

2.50%

 

 

 

 

2.55%

 

Portfolio turnover rate(3):

 

 

 

 

 

 

 

 

Real estate properties(4)

 

 

 

1.8%

 

 

 

 

6.5%

 

 

 

 

2.1%

 

 

 

 

10.2%

 

Marketable securities(5)

 

 

 

3.3%

 

 

 

 

15.9%

 

 

 

 

8.4%

 

 

 

 

21.9%

 

Accumulation Units outstanding at end of period (in millions):

 

 

 

58.4

 

 

 

 

57.9

 

 

 

 

55.3

 

 

 

 

53.3

 

Net assets end of period (in millions)

 

 

$

 

20,613.8

 

 

 

$

 

19,829.0

 

 

 

$

 

16,907.9

 

 

 

$

 

14,861.1

 

 

 

(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 month period ended March 31, 2015 are annualized.

 

(3)

 

Percentages for the three month period ended March 31, 2015 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.

18


 

Note 7—Accumulation Units

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

 

 

 

 

 

 

 

For the
Three Months
Ended
March 31, 2015

 

For the Year Ended
December 31, 2014

 

 

(Unaudited)

 

 

Outstanding:

 

 

 

 

Beginning of period

 

 

 

57.9

 

 

 

 

55.3

 

Credited for premiums

 

 

 

1.9

 

 

 

 

7.7

 

Annuity, other periodic payments, withdrawals and death benefits

 

 

 

(1.4

)

 

 

 

 

(5.1

)

 

 

 

 

 

 

End of period

 

 

 

58.4

 

 

 

 

57.9

 

 

 

 

 

 

Note 8—Commitments and Contingencies

Commitments—The Account had $0.2 million of outstanding immediately callable commitments to purchase additional interests in the Heitman Value Partners Fund, which is in dissolution. Currently, there is no expectation the limited partnership will call the remaining commitment.

Contingencies—The Account is party to various claims and routine litigation arising in the ordinary course of business. Management of the Account does not believe the results of any such claims or litigation, individually, or in the aggregate, will have a material effect on the Account’s business, financial position, or results of operations.

Note 9—Subsequent Events

Casa PalmaCoconut Creek, FL

On April 24, 2015, the Account purchased a newly constructed multi-family property located in Coconut Creek, Florida for $90.0 million.

250 North 10th StreetBrooklyn, NY

On May 1, 2015, the Account purchased a newly constructed multi-family property located in Brooklyn, New York for $169.7 million.

19


 

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

REAL ESTATE PROPERTIES—56.7% and 59.3%

 

 

 

 

 

 

 

Location/Description

 

Type

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

 

 

 

 

(Unaudited)

 

 

Arizona:

 

 

 

 

 

 

Camelback Center

 

Office

 

 

$

 

48.5

 

 

 

$

 

44.5

 

Kierland Apartment Portfolio

 

Apartments

 

 

 

120.0

(1)

 

 

 

 

118.1

(1)

 

California:

 

 

 

 

 

 

3 Hutton Centre Drive

 

Office

 

 

 

44.5

 

 

 

 

45.5

 

50 Fremont Street(6)

 

Office

 

 

 

 

 

 

 

637.6

(1)

 

55 Second Street

 

Office

 

 

 

308.3

(1)

 

 

 

 

292.2

(1)

 

88 Kearny Street

 

Office

 

 

 

138.9

 

 

 

 

130.7

 

200 Middlefield Road

 

Office

 

 

 

52.0

 

 

 

 

51.0

 

Centre Pointe and Valley View

 

Industrial

 

 

 

38.4

 

 

 

 

36.3

 

Cerritos Industrial Park

 

Industrial

 

 

 

98.8

 

 

 

 

98.5

 

Charleston Plaza

 

Retail

 

 

 

85.5

(1)

 

 

 

 

82.0

(1)

 

Great West Industrial Portfolio

 

Industrial

 

 

 

141.4

 

 

 

 

128.8

 

Holly Street Village

 

Apartments

 

 

 

128.8

 

 

 

 

128.3

 

Larkspur Courts

 

Apartments

 

 

 

131.7

 

 

 

 

131.6

 

Northern CA RA Industrial Portfolio

 

Industrial

 

 

 

56.7

 

 

 

 

56.7

 

Northpark Village Square

 

Retail

 

 

 

45.3

 

 

 

 

45.2

 

Oceano at Warner Center

 

Apartments

 

 

 

81.6

 

 

 

 

81.4

 

Ontario Industrial Portfolio

 

Industrial

 

 

 

395.5

 

 

 

 

366.4

 

Ontario Mills Industrial Portfolio

 

Industrial

 

 

 

41.2

 

 

 

 

39.6

 

Pacific Plaza

 

Office

 

 

 

96.0

 

 

 

 

96.1

 

Rancho Cucamonga Industrial Portfolio

 

Industrial

 

 

 

149.3

 

 

 

 

143.4

 

Regents Court

 

Apartments

 

 

 

83.0

(1)

 

 

 

 

81.8

(1)

 

Southern CA RA Industrial Portfolio

 

Industrial

 

 

 

107.3

 

 

 

 

105.9

 

Stella

 

Apartments

 

 

 

170.3

 

 

 

 

170.1

 

The Forum at Carlsbad

 

Retail

 

 

 

204.0

(1)

 

 

 

 

203.0

(1)

 

The Legacy at Westwood

 

Apartments

 

 

 

135.0

(1)

 

 

 

 

134.7

(1)

 

Township Apartments

 

Apartments

 

 

 

85.9

 

 

 

 

86.0

 

West Lake North Business Park

 

Office

 

 

 

50.7

 

 

 

 

49.3

 

Westcreek

 

Apartments

 

 

 

40.5

 

 

 

 

39.3

 

Westwood Marketplace

 

Retail

 

 

 

125.3

 

 

 

 

116.5

 

Wilshire Rodeo Plaza

 

Office

 

 

 

247.9

 

 

 

 

209.8

 

Colorado:

 

 

 

 

 

 

Palomino Park

 

Apartments

 

 

 

280.5

(1)

 

 

 

 

283.3

(1)

 

South Denver Marketplace

 

Retail

 

 

 

70.3

 

 

 

 

70.6

 

Connecticut:

 

 

 

 

 

 

Wilton Woods Corporate Campus

 

Office

 

 

 

142.1

 

 

 

 

142.8

 

Florida:

 

 

 

 

 

 

701 Brickell Avenue

 

Office

 

 

 

330.5

 

 

 

 

320.1

 

Publix at Weston Commons

 

Retail

 

 

 

58.5

(1)

 

 

 

 

58.0

(1)

 

Seneca Industrial Park

 

Industrial

 

 

 

80.4

 

 

 

 

79.2

 

South Florida Apartment Portfolio

 

Apartments

 

 

 

84.9

 

 

 

 

84.1

 

The Manor Apartments

 

Apartments

 

 

 

52.6

 

 

 

 

52.6

 

The Residences at the Village of Merrick Park

 

Apartments

 

 

 

69.5

 

 

 

 

69.3

 

Urban Centre

 

Office

 

 

 

119.3

 

 

 

 

113.0

 

Weston Business Center

 

Industrial

 

 

 

88.7

 

 

 

 

86.6

 

Georgia:

 

 

 

 

 

 

Atlanta Industrial Portfolio

 

Industrial

 

 

 

54.2

 

 

 

 

47.3

 

Shawnee Ridge Industrial Portfolio

 

Industrial

 

 

 

78.1

 

 

 

 

71.2

 

20


 

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

 

 

 

 

 

 

 

Location/Description

 

Type

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

 

 

 

 

(Unaudited)

 

 

Illinois:

 

 

 

 

 

 

Chicago Caleast Industrial Portfolio

 

Industrial

 

 

$

 

67.1

 

 

 

$

 

66.9

 

Chicago Industrial Portfolio

 

Industrial

 

 

 

75.3

 

 

 

 

75.9

 

Parkview Plaza

 

Office

 

 

 

45.5

 

 

 

 

45.6

 

Maryland:

 

 

 

 

 

 

Landover Logistics Center

 

Industrial

 

 

 

35.9

 

 

 

 

35.0

 

The Shops at Wisconsin Place

 

Retail

 

 

 

104.2

 

 

 

 

109.9

 

Massachusetts:

 

 

 

 

 

 

99 High Street

 

Office

 

 

 

487.2

(1)

 

 

 

 

477.2

(1)

 

501 Boylston Street

 

Office

 

 

 

408.0

 

 

 

 

392.1

 

Northeast RA Industrial Portfolio

 

Industrial

 

 

 

37.3

 

 

 

 

35.9

 

Residence at Rivers Edge

 

Apartments

 

 

 

84.3

 

 

 

 

84.9

 

New Jersey:

 

 

 

 

 

 

Marketfair

 

Retail

 

 

 

99.7

 

 

 

 

99.0

 

Mohawk Distribution Center

 

Industrial

 

 

 

83.4

 

 

 

 

81.0

 

South River Road Industrial

 

Industrial

 

 

 

66.5

 

 

 

 

65.5

 

New York:

 

 

 

 

 

 

21 Penn Plaza

 

Office

 

 

 

256.9

 

 

 

 

246.6

 

425 Park Avenue

 

Ground Lease

 

 

 

425.0

 

 

 

 

420.0

 

780 Third Avenue

 

Office

 

 

 

405.2

(1)

 

 

 

 

405.4

(1)

 

837 Washington Street

 

Office

 

 

 

190.0

 

 

 

 

 

The Colorado

 

Apartments

 

 

 

221.6

(1)

 

 

 

 

215.6

(1)

 

The Corner

 

Apartments

 

 

 

270.0

(1)

 

 

 

 

270.0

(1)

 

Pennsylvania:

 

 

 

 

 

 

1619 Walnut Street

 

Retail

 

 

 

22.6

 

 

 

 

22.4

 

The Pepper Building

 

Apartments

 

 

 

48.4

 

 

 

 

50.9

 

Tennessee:

 

 

 

 

 

 

Southside at McEwen

 

Retail

 

 

 

46.7

 

 

 

 

45.1

 

Summit Distribution Center

 

Industrial

 

 

 

16.9

 

 

 

 

16.9

 

Texas:

 

 

 

 

 

 

Cliffs at Barton Creek

 

Apartments

 

 

 

43.5

 

 

 

 

43.7

 

Dallas Industrial Portfolio

 

Industrial

 

 

 

184.9

 

 

 

 

182.7

 

Houston Apartment Portfolio

 

Apartments

 

 

 

177.3

 

 

 

 

176.9

 

Lincoln Centre

 

Office

 

 

 

309.2

(1)

 

 

 

 

317.1

(1)

 

Northwest Houston Industrial Portfolio

 

Industrial

 

 

 

66.9

 

 

 

 

67.0

 

Park 10 Distribution

 

Industrial

 

 

 

12.7

 

 

 

 

13.0

 

Pinnacle Industrial Portfolio

 

Industrial

 

 

 

42.8

 

 

 

 

42.4

 

The Caruth

 

Apartments

 

 

 

81.0

(1)

 

 

 

 

80.6

(1)

 

The Maroneal

 

Apartments

 

 

 

56.8

 

 

 

 

56.8

 

Virginia:

 

 

 

 

 

 

8270 Greensboro Drive

 

Office

 

 

 

45.0

 

 

 

 

45.3

 

Ashford Meadows Apartments

 

Apartments

 

 

 

105.9

(1)

 

 

 

 

106.0

(1)

 

The Ellipse at Ballston

 

Office

 

 

 

87.2

 

 

 

 

86.8

 

The Palatine

 

Apartments

 

 

 

126.4

(1)

 

 

 

 

125.6

(1)

 

Plaza America

 

Retail

 

 

 

99.5

 

 

 

 

99.4

 

21


 

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

 

 

 

 

 

 

 

Location/Description

 

Type

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

 

 

 

 

(Unaudited)

 

 

Washington:

 

 

 

 

 

 

Circa Green Lake

 

Apartments

 

 

$

 

88.3

 

 

 

$

 

86.1

 

Fourth and Madison

 

Office

 

 

 

455.0

(1)

 

 

 

 

455.0

(1)

 

Millennium Corporate Park

 

Office

 

 

 

176.0

 

 

 

 

175.0

 

Northwest RA Industrial Portfolio

 

Industrial

 

 

 

28.3

 

 

 

 

27.1

 

Pacific Corporate Park

 

Industrial

 

 

 

37.8

 

 

 

 

37.2

 

Prescott Wallingford Apartments

 

Apartments

 

 

 

54.9

 

 

 

 

54.4

 

Rainier Corporate Park

 

Industrial

 

 

 

90.3

 

 

 

 

91.3

 

Regal Logistics Campus

 

Industrial

 

 

 

71.3

 

 

 

 

71.5

 

Washington DC:

 

 

 

 

 

 

1001 Pennsylvania Avenue

 

Office

 

 

 

815.6

(1)

 

 

 

 

805.4

(1)

 

1401 H Street, NW

 

Office

 

 

 

241.6

(1)

 

 

 

 

240.3

(1)

 

1900 K Street, NW

 

Office

 

 

 

321.2

 

 

 

 

319.7

 

Mass Court

 

Apartments

 

 

 

172.8

(1)

 

 

 

 

172.2

(1)

 

Mazza Gallerie

 

Retail

 

 

 

89.2

 

 

 

 

88.8

 

The Louis at 14th

 

Apartments

 

 

 

182.5

 

 

 

 

182.5

 

The Woodley

 

Apartments

 

 

 

200.0

 

 

 

 

199.0

 

 

 

 

 

 

 

 

TOTAL REAL ESTATE PROPERTIES
(Cost $11,138.0 and $11,309.0)

 

 

 

 

$

 

12,923.5

 

 

 

$

 

13,139.0

 

 

 

 

 

 

 

 

22


 

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

OTHER REAL ESTATE-RELATED INVESTMENTS—14.6% and 15.2%
REAL ESTATE JOINT VENTURES—14.4% and 13.6%

 

 

 

 

 

 

 

Location/Description

 

Type

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

 

 

 

 

(Unaudited)

 

 

California:

 

 

 

 

 

 

CA—Colorado Center LP
Colorado Center (50% Account Interest)

 

Office

 

 

$

 

474.4

(2)

 

 

 

$

 

368.1

(2)

 

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

 

Office

 

 

 

163.4

(2)

 

 

 

 

158.0

(2)

 

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

 

Retail

 

 

 

117.3

(2)

 

 

 

 

114.3

(2)

 

Florida:

 

 

 

 

 

 

Florida Mall Associates, Ltd
The Florida Mall (50% Account Interest)

 

Retail

 

 

 

595.5

(2)

 

 

 

 

533.6

(2)

 

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

 

Retail

 

 

 

176.1

 

 

 

 

140.1

 

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

 

Retail

 

 

 

116.3

(2)

 

 

 

 

119.6

(2)

 

Maryland:

 

 

 

 

 

 

WP Project Developer

 

 

 

 

 

 

The Shops at Wisconsin Place (33.33% Account Interest)

 

Retail

 

 

 

18.9

 

 

 

 

15.1

 

Massachusetts:

 

 

 

 

 

 

One Boston Place REIT
One Boston Place (50.25% Account Interest)

 

Office

 

 

 

206.6

 

 

 

 

208.6

 

New York:

 

 

 

 

 

 

401 West 14th Street, LLC
401 West 14th Street (42.2% Account Interest)

 

Retail

 

 

 

35.2

(2)

 

 

 

 

35.3

(2)

 

RGM 42, LLC
MiMA (70% Account Interest)

 

Apartments

 

 

 

311.3

(2)

 

 

 

 

305.2

(2)

 

Tennessee:

 

 

 

 

 

 

West Town Mall, LLC
West Town Mall (50% Account Interest)

 

Retail

 

 

 

106.7

(2)

 

 

 

 

94.6

(2)

 

Texas:

 

 

 

 

 

 

Four Oaks Venture LP
Four Oaks Place LP (51% Account Interest)

 

Office

 

 

 

373.7

(2)

 

 

 

 

365.8

(2)

 

Various:

 

 

 

 

 

 

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

 

Retail

 

 

 

461.2

(2,3)

 

 

 

 

448.4

(2,3)

 

Storage Portfolio I, LLC
Storage Portfolio (75% Account Interest)

 

Storage

 

 

 

117.5

(2,3)

 

 

 

 

114.8

(2,3)

 

Strategic Ind Portfolio I, LLC

 

 

 

 

 

 

IDI Nationwide Industrial Portfolio (60% Account Interest)

 

Industrial

 

 

 

0.6

(5)

 

 

 

 

0.6

(5)

 

 

 

 

 

 

 

 

TOTAL REAL ESTATE JOINT VENTURES
(Cost $2,380.8 and $2,361.4)

 

 

 

 

$

 

3,274.7

 

 

 

$

 

3,022.1

 

 

 

 

 

 

 

 

23


 

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

 

 

 

 

 

Location/Description

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

 

 

(Unaudited)

 

 

LIMITED PARTNERSHIPS—0.2% and 1.6%

 

 

 

 

Cobalt Industrial REIT (10.998% Account Interest)

 

 

$

 

1.5

 

 

 

$

 

1.1

 

Colony Realty Partners LP (5.27% Account Interest)

 

 

 

21.0

 

 

 

 

21.1

 

Heitman Value Partners Fund (8.43% Account Interest)

 

 

 

0.2

 

 

 

 

0.3

 

Lion Gables Apartment Fund (18.46% Account Interest)

 

 

 

(7)

 

 

 

 

314.1

 

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

 

 

 

17.7

 

 

 

 

20.9

 

 

 

 

 

 

TOTAL LIMITED PARTNERSHIPS
(Cost $47.1 and $222.1)

 

 

$

 

40.4

 

 

 

$

 

357.5

 

 

 

 

 

 

TOTAL REAL ESTATE JOINT VENTURES AND LIMITED PARTNERSHIPS (Cost $2,427.9 and $2,583.5)

 

 

$

 

3,315.1

 

 

 

$

 

3,379.6

 

 

 

 

 

 

24


 

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

MARKETABLE SECURITIES—28.3% and 25.5%
REAL ESTATE-RELATED MARKETABLE SECURITIES—8.2% and 8.2%

 

 

 

 

 

 

 

 

 

Shares

 

Issuer

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

 

(Unaudited)

 

 

 

128,562

 

 

 

 

128,562

   

Acadia Realty Trust

 

 

$

 

4.5

 

 

 

$

 

4.1

 

 

 

14,898

 

 

 

 

31,670

   

Agree Realty Corporation

 

 

 

0.5

 

 

 

 

1.0

 

 

4,317

 

 

 

 

4,549

   

Alexander’s, Inc.

 

 

 

2.0

 

 

 

 

2.0

 

 

 

132,373

 

 

 

 

132,373

   

Alexandria Real Estate Equities, Inc.

 

 

 

13.0

 

 

 

 

11.7

 

 

55,491

 

 

 

 

55,491

   

American Assets Trust, Inc.

 

 

 

2.4

 

 

 

 

2.2

 

 

 

232,629

 

 

 

 

232,629

   

American Campus Communities, Inc.

 

 

 

10.0

 

 

 

 

9.6

 

 

331,090

 

 

 

 

331,090

   

American Homes 4 Rent

 

 

 

5.5

 

 

 

 

5.6

 

 

 

40,280

 

 

 

 

40,280

   

American Residential Properties

 

 

 

0.7

 

 

 

 

0.7

 

 

851,739

 

 

 

 

851,739

   

American Tower Corp.

 

 

 

80.2

 

 

 

 

84.2

 

 

 

324,603

 

 

 

 

324,603

   

Apartment Investment and Management Company

 

 

 

12.8

 

 

 

 

12.1

 

 

23,277

 

 

 

 

45,930

   

Armada Hoffler Properties Inc.

 

 

 

0.3

 

 

 

 

0.4

 

 

 

20,585

 

 

 

 

40,976

   

Ashford Hospitality Prime Inc.

 

 

 

0.4

 

 

 

 

0.7

 

 

258,203

 

 

 

 

228,348

   

Ashford Hospitality Trust, Inc.

 

 

 

2.5

 

 

 

 

2.4

 

 

 

131,435

 

 

 

 

131,435

   

Associated Estates Realty Corporation

 

 

 

3.2

 

 

 

 

3.1

 

 

275,572

 

 

 

 

285,499

   

Avalonbay Communities, Inc.

 

 

 

48.0

 

 

 

 

46.6

 

 

 

52,066

 

 

 

 

82,002

   

Aviv REIT, Inc.

 

 

 

1.9

 

 

 

 

2.8

 

 

427,097

 

 

 

 

427,097

   

BioMed Realty Trust, Inc.

 

 

 

9.7

 

 

 

 

9.2

 

 

 

309,316

 

 

 

 

314,607

   

Boston Properties, Inc.

 

 

 

43.5

 

 

 

 

40.5

 

 

380,958

 

 

 

 

398,099

   

Brandywine Realty Trust

 

 

 

6.1

 

 

 

 

6.4

 

 

 

350,279

 

 

 

 

238,279

   

Brixmore Porperty Group Inc

 

 

 

9.3

 

 

 

 

5.9

 

 

188,626

 

 

 

 

188,626

   

Camden Property Trust

 

 

 

14.8

 

 

 

 

13.9

 

 

 

235,911

 

 

 

 

258,814

   

Campus Crest Communities, Inc.

 

 

 

1.7

 

 

 

 

1.9

 

 

20,656

 

 

 

 

   

CareTrust REIT Inc.

 

 

 

0.3

 

 

 

 

 

 

 

69,250

 

 

 

 

69,250

   

Catchmark Timber Trust, Inc.

 

 

 

0.8

 

 

 

 

0.8

 

 

335,345

 

 

 

 

335,345

   

CBL & Associates Properties, Inc.

 

 

 

6.7

 

 

 

 

6.5

 

 

 

177,495

 

 

 

 

177,495

   

Cedar Shopping Centers, Inc.

 

 

 

1.3

 

 

 

 

1.3

 

 

417,369

 

 

 

 

417,369

   

Chambers Street Properties

 

 

 

3.3

 

 

 

 

3.4

 

 

 

73,127

 

 

 

 

73,127

   

Chatham Lodging Trust

 

 

 

2.2

 

 

 

 

2.1

 

 

121,692

 

 

 

 

121,692

   

Chesapeake Lodging Trust

 

 

 

4.1

 

 

 

 

4.5

 

 

 

277,710

 

 

 

 

277,710

   

Columbia Property Trust Inc

 

 

 

7.5

 

 

 

 

7.0

 

 

137,756

 

 

 

 

70,620

   

Corenergy Infrastructure Trust, Inc.

 

 

 

1.0

 

 

 

 

0.5

 

 

 

48,733

 

 

 

 

48,733

   

CoreSite Realty Corporation

 

 

 

2.4

 

 

 

 

1.9

 

 

150,486

 

 

 

 

150,486

   

Corporate Office Properties Trust

 

 

 

4.4

 

 

 

 

4.3

 

 

 

233,716

 

 

 

 

247,990

   

Corrections Corporation of America

 

 

 

9.4

 

 

 

 

9.0

 

 

514,046

 

 

 

 

589,552

   

Cousins Properties Incorporated

 

 

 

5.5

 

 

 

 

6.7

 

 

 

700,598

 

 

 

 

728,325

   

Crown Castle International Corporation

 

 

 

57.8

 

 

 

 

57.3

 

 

352,303

 

 

 

 

410,111

   

Cubesmart

 

 

 

8.5

 

 

 

 

9.0

 

 

 

83,473

 

 

 

 

78,620

   

CyrusOne Inc

 

 

 

2.6

 

 

 

 

2.2

 

 

177,637

 

 

 

 

184,830

   

DCT Industrial Trust, Inc.

 

 

 

6.2

 

 

 

 

6.6

 

 

 

704,353

 

 

 

 

806,645

   

DDR Corp

 

 

 

13.1

 

 

 

 

14.8

 

 

417,676

 

 

 

 

440,687

   

DiamondRock Hospitality Company

 

 

 

5.9

 

 

 

 

6.6

 

 

 

295,806

 

 

 

 

301,192

   

Digital Realty Trust, Inc.

 

 

 

19.5

 

 

 

 

20.0

 

 

295,214

 

 

 

 

295,214

   

Douglas Emmett, Inc.

 

 

 

8.8

 

 

 

 

8.4

 

 

 

722,560

 

 

 

 

756,115

   

Duke Realty Corporation

 

 

 

15.7

 

 

 

 

15.3

 

 

111,572

 

 

 

 

111,572

   

DuPont Fabros Technology, Inc.

 

 

 

3.7

 

 

 

 

3.7

 

 

 

46,023

 

 

 

 

46,023

   

EastGroup Properties, Inc.

 

 

 

2.8

 

 

 

 

2.9

 

 

79,160

 

 

 

 

79,160

   

Education Realty Trust, Inc.

 

 

 

2.8

 

 

 

 

2.9

 

 

 

167,318

 

 

 

 

223,187

   

Empire State Realty Trust

 

 

 

3.1

 

 

 

 

3.9

 

 

83,162

 

 

 

 

72,480

   

EPR Properties

 

 

 

5.0

 

 

 

 

4.2

 

25


 

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

 

 

 

 

 

 

 

 

 

Shares

 

Issuer

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

 

(Unaudited)

 

 

 

96,136

 

 

 

 

   

Equinix Inc.

 

 

$

 

22.4

 

 

 

$

 

 

 

 

281,756

 

 

 

 

285,705

   

Equity Commonwealth

 

 

 

7.5

 

 

 

 

7.3

 

 

147,548

 

 

 

 

147,548

   

Equity Lifestyle Properties, Inc.

 

 

 

8.1

 

 

 

 

7.6

 

 

 

184,642

 

 

 

 

190,245

   

Equity One, Inc.

 

 

 

4.9

 

 

 

 

4.8

 

 

745,381

 

 

 

 

764,996

   

Equity Residential

 

 

 

58.0

 

 

 

 

55.0

 

 

 

129,835

 

 

 

 

136,082

   

Essex Property Trust, Inc.

 

 

 

29.8

 

 

 

 

28.1

 

 

140,758

 

 

 

 

131,275

   

Excel Trust, Inc.

 

 

 

2.0

 

 

 

 

1.8

 

 

 

221,727

 

 

 

 

242,082

   

Extra Space Storage, Inc.

 

 

 

15.0

 

 

 

 

14.2

 

 

140,647

 

 

 

 

142,140

   

Federal Realty Investment Trust

 

 

 

20.7

 

 

 

 

19.0

 

 

 

284,615

 

 

 

 

284,615

   

FelCor Lodging Trust Incorporated

 

 

 

3.3

 

 

 

 

3.1

 

 

280,701

 

 

 

 

295,495

   

First Industrial Realty Trust, Inc.

 

 

 

6.0

 

 

 

 

6.1

 

 

 

133,251

 

 

 

 

133,251

   

First Potomac Realty Trust

 

 

 

1.6

 

 

 

 

1.6

 

 

198,119

 

 

 

 

198,119

   

Franklin Street Properties Corp.

 

 

 

2.5

 

 

 

 

2.4

 

 

 

222,978

 

 

 

 

241,051

   

Gaming and Leisure Properties, Inc.

 

 

 

8.2

 

 

 

 

7.1

 

 

1,077,571

 

 

 

 

1,116,547

   

General Growth Properties, Inc.

 

 

 

31.8

 

 

 

 

31.4

 

 

 

156,310

 

 

 

 

156,310

   

GEO Group Inc/The

 

 

 

6.8

 

 

 

 

6.3

 

 

60,598

 

 

 

 

60,598

   

Getty Realty Corp.

 

 

 

1.1

 

 

 

 

1.1

 

 

 

21,263

 

 

 

 

34,020

   

Gladstone Commercial Corporation

 

 

 

0.4

 

 

 

 

0.6

 

 

 

 

 

 

326,692

   

Glimcher Realty Trust

 

 

 

 

 

 

 

4.5

 

 

 

200,061

 

 

 

 

200,061

   

Government Properties Income Trust

 

 

 

4.6

 

 

 

 

4.6

 

 

100,779

 

 

 

 

403,115

   

Gramercy Property Trust Inc

 

 

 

2.8

 

 

 

 

2.8

 

 

 

951,260

 

 

 

 

951,260

   

HCP, Inc.

 

 

 

41.1

 

 

 

 

41.9

 

 

731,353

 

 

 

 

734,406

   

Health Care REIT, Inc.

 

 

 

56.6

 

 

 

 

55.6

 

 

 

211,892

 

 

 

 

211,892

   

Healthcare Realty Trust Inc.

 

 

 

5.9

 

 

 

 

5.8

 

 

256,495

 

 

 

 

263,910

   

Healthcare Trust of America

 

 

 

7.1

 

 

 

 

7.1

 

 

 

386,553

 

 

 

 

386,553

   

Hersha Hospitality Trust

 

 

 

2.5

 

 

 

 

2.7

 

 

208,199

 

 

 

 

219,746

   

Highwoods Properties, Inc.

 

 

 

9.5

 

 

 

 

9.7

 

 

 

107,460

 

 

 

 

107,460

   

Home Properties, Inc.

 

 

 

7.4

 

 

 

 

7.0

 

 

332,850

 

 

 

 

332,850

   

Hospitality Properties Trust

 

 

 

11.0

 

 

 

 

10.3

 

 

 

1,597,743

 

 

 

 

1,641,705

   

Host Hotels & Resorts, Inc.

 

 

 

32.2

 

 

 

 

39.0

 

 

123,652

 

 

 

 

123,652

   

Hudson Pacific Properties, Inc.

 

 

 

4.1

 

 

 

 

3.7

 

 

 

190,919

 

 

 

 

190,919

   

Inland Real Estate Corp.

 

 

 

2.0

 

 

 

 

2.1

 

 

288,369

 

 

 

 

241,151

   

Investors Real Estate Trust

 

 

 

2.2

 

 

 

 

2.0

 

 

 

390,293

 

 

 

 

298,480

   

Iron Mountain Inc.

 

 

 

14.2

 

 

 

 

11.5

 

 

1,500,000

 

 

 

 

1,500,000

   

iShares Dow Jones US Real Estate Index Fund

 

 

 

119.0

 

 

 

 

115.3

 

 

 

183,003

 

 

 

 

183,003

   

Kilroy Realty Corporation

 

 

 

13.9

 

 

 

 

12.6

 

 

874,444

 

 

 

 

911,057

   

Kimco Realty Corporation

 

 

 

23.5

 

 

 

 

22.9

 

 

 

205,486

 

 

 

 

254,398

   

Kite Realty Group Trust

 

 

 

5.8

 

 

 

 

7.3

 

 

138,352

 

 

 

 

   

Lamar Advertising Corporation

 

 

 

8.2

 

 

 

 

 

 

 

250,683

 

 

 

 

259,799

   

LaSalle Hotel Properties

 

 

 

9.7

 

 

 

 

10.5

 

 

508,105

 

 

 

 

508,105

   

Lexington Realty Trust

 

 

 

5.0

 

 

 

 

5.6

 

 

 

328,620

 

 

 

 

328,620

   

Liberty Property Trust

 

 

 

11.7

 

 

 

 

12.4

 

 

58,133

 

 

 

 

58,133

   

LTC Properties, Inc.

 

 

 

2.7

 

 

 

 

2.5

 

 

 

142,118

 

 

 

 

142,118

   

Mack-Cali Realty Corporation

 

 

 

2.7

 

 

 

 

2.7

 

 

385,417

 

 

 

 

385,417

   

Medical Properties Trust, Inc.

 

 

 

5.7

 

 

 

 

5.3

 

 

 

177,150

 

 

 

 

177,150

   

Mid-America Apartment Communities, Inc.

 

 

 

13.7

 

 

 

 

13.2

 

 

118,597

 

 

 

 

118,597

   

Monmouth Real Estate Investment Corporation

 

 

 

1.3

 

 

 

 

1.3

 

 

 

271,533

 

 

 

 

   

Monogram Residential Trust Inc.

 

 

 

2.5

 

 

 

 

 

 

65,594

 

 

 

 

65,594

   

National Health Investors, Inc.

 

 

 

4.7

 

 

 

 

4.6

 

 

 

284,172

 

 

 

 

305,461

   

National Retail Properties, Inc.

 

 

 

11.6

 

 

 

 

12.0

 

 

195,188

 

 

 

 

237,208

   

New Senior Investment Group

 

 

 

3.2

 

 

 

 

3.9

 

 

 

694,576

 

 

 

 

570,000

   

Northstar Realty Finance Corp.

 

 

 

12.6

 

 

 

 

10.0

 

26


 

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

 

 

 

 

 

 

 

 

 

Shares

 

Issuer

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

 

(Unaudited)

 

 

 

281,073

 

 

 

 

281,073

   

Omega Healthcare Investors, Inc.

 

 

$

 

11.4

 

 

 

$

 

11.0

 

 

 

23,274

 

 

 

 

28,607

   

One Liberty Properties, Inc.

 

 

 

0.6

 

 

 

 

0.7

 

 

245,185

 

 

 

 

   

Outfront Media Inc.

 

 

 

7.3

 

 

 

 

 

 

 

268,880

 

 

 

 

   

Paramount Group Inc.

 

 

 

5.2

 

 

 

 

 

 

256,813

 

 

 

 

256,813

   

Parkway Properties, Inc.

 

 

 

4.5

 

 

 

 

4.7

 

 

 

157,729

 

 

 

 

179,213

   

Pebblebrook Hotel Trust

 

 

 

7.3

 

 

 

 

8.2

 

 

135,749

 

 

 

 

147,065

   

Pennsylvania Real Estate Investment Trust

 

 

 

3.2

 

 

 

 

3.5

 

 

 

161,321

 

 

 

 

168,375

   

Physicians Realty Trust

 

 

 

2.8

 

 

 

 

2.8

 

 

271,204

 

 

 

 

271,204

   

Piedmont Office Realty Trust, Inc.

 

 

 

5.0

 

 

 

 

5.1

 

 

 

393,917

 

 

 

 

393,917

   

Plum Creek Timber Company, Inc.

 

 

 

17.1

 

 

 

 

16.9

 

 

117,222

 

 

 

 

119,803

   

Post Properties, Inc.

 

 

 

6.7

 

 

 

 

7.0

 

 

 

75,512

 

 

 

 

84,078

   

Potlatch Corporation

 

 

 

3.0

 

 

 

 

3.5

 

 

1,084,401

 

 

 

 

1,129,782

   

ProLogis

 

 

 

47.2

 

 

 

 

48.6

 

 

 

44,040

 

 

 

 

44,040

   

PS Business Parks, Inc.

 

 

 

3.7

 

 

 

 

3.5

 

 

295,010

 

 

 

 

304,858

   

Public Storage, Inc.

 

 

 

58.2

 

 

 

 

56.4

 

 

 

28,810

 

 

 

 

10,813

   

QTS Realty Trust, Inc.

 

 

 

1.0

 

 

 

 

0.4

 

 

168,010

 

 

 

 

168,010

   

Ramco-Gershenson Properties Trust

 

 

 

3.1

 

 

 

 

3.1

 

 

 

298,848

 

 

 

 

345,772

   

Rayonier, Inc.

 

 

 

8.1

 

 

 

 

9.7

 

 

479,000

 

 

 

 

517,842

   

Realty Income Corporation

 

 

 

24.7

 

 

 

 

24.7

 

 

 

202,908

 

 

 

 

202,908

   

Regency Centers Corporation

 

 

 

13.8

 

 

 

 

12.9

 

 

220,457

 

 

 

 

197,186

   

Retail Opportunity Investment

 

 

 

4.0

 

 

 

 

3.3

 

 

 

509,466

 

 

 

 

520,915

   

Retail Properties of America

 

 

 

8.2

 

 

 

 

8.7

 

 

111,510

 

 

 

 

90,510

   

Rexford Industrial Realty Inc

 

 

 

1.8

 

 

 

 

1.4

 

 

 

220,006

 

 

 

 

220,006

   

RLJ Lodging Trust

 

 

 

6.9

 

 

 

 

7.4

 

 

102,070

 

 

 

 

83,313

   

Rouse Properties, Inc.

 

 

 

1.9

 

 

 

 

1.5

 

 

 

95,825

 

 

 

 

108,370

   

Ryman Hospitality Properties

 

 

 

5.8

 

 

 

 

5.7

 

 

118,843

 

 

 

 

118,843

   

Sabra Health Care REIT Inc

 

 

 

3.9

 

 

 

 

3.6

 

 

 

28,976

 

 

 

 

28,976

   

Saul Centers, Inc.

 

 

 

1.7

 

 

 

 

1.7

 

 

143,490

 

 

 

 

83,490

   

Select Income Real Estate Investment Trust

 

 

 

3.6

 

 

 

 

2.0

 

 

 

499,658

 

 

 

 

499,658

   

Senior Housing Properties Trust

 

 

 

11.1

 

 

 

 

11.0

 

 

82,090

 

 

 

 

82,090

   

Silver Bay Realty Trust Corp

 

 

 

1.3

 

 

 

 

1.4

 

 

 

638,395

 

 

 

 

674,617

   

Simon Property Group, Inc.

 

 

 

124.9

 

 

 

 

122.9

 

 

189,478

 

 

 

 

189,478

   

SL Green Realty Corp.

 

 

 

24.3

 

 

 

 

22.6

 

 

 

53,568

 

 

 

 

53,568

   

Sovran Self Storage, Inc.

 

 

 

5.0

 

 

 

 

4.7

 

 

930,018

 

 

 

 

1,080,553

   

Spirit Realty Capital Inc.

 

 

 

11.2

 

 

 

 

12.8

 

 

 

172,319

 

 

 

 

200,698

   

Stag Industrial, Inc.

 

 

 

4.1

 

 

 

 

4.9

 

 

89,340

 

 

 

 

89,340

   

Starwood Waypoint Residential Trust

 

 

 

2.3

 

 

 

 

2.4

 

 

 

5,306

 

 

 

 

   

STORE Capital Corporation

 

 

 

0.1

 

 

 

 

 

 

579,377

 

 

 

 

641,315

   

Strategic Hotels & Resorts, Inc.

 

 

 

7.2

 

 

 

 

8.5

 

 

 

197,991

 

 

 

 

186,578

   

Summit Hotel Properties, Inc.

 

 

 

2.8

 

 

 

 

2.3

 

 

100,386

 

 

 

 

100,386

   

Sun Communities, Inc.

 

 

 

6.7

 

 

 

 

6.1

 

 

 

482,241

 

 

 

 

511,462

   

Sunstone Hotel Investors, L.L.C.

 

 

 

8.0

 

 

 

 

8.4

 

 

212,284

 

 

 

 

212,284

   

Tanger Factory Outlet Centers, Inc.

 

 

 

7.5

 

 

 

 

7.8

 

 

 

120,329

 

 

 

 

120,329

   

Taubman Centers, Inc.

 

 

 

9.3

 

 

 

 

9.2

 

 

86,994

 

 

 

 

70,574

   

Terreno Realty Corporation

 

 

 

2.0

 

 

 

 

1.5

 

 

 

327,205

 

 

 

 

336,472

   

The Macerich Company

 

 

 

27.6

 

 

 

 

28.1

 

 

556,651

 

 

 

 

556,651

   

UDR, Inc.

 

 

 

18.9

 

 

 

 

17.2

 

 

 

44,774

 

 

 

 

44,774

   

UMH Properties, Inc.

 

 

 

0.5

 

 

 

 

0.4

 

 

29,158

 

 

 

 

29,158

   

Universal Health Realty Income Trust

 

 

 

1.6

 

 

 

 

1.4

 

 

 

175,720

 

 

 

 

   

Urban Edge Properties

 

 

 

4.2

 

 

 

 

 

 

51,473

 

 

 

 

51,473

   

Urstadt Biddle Properties, Inc.

 

 

 

1.2

 

 

 

 

1.1

 

 

 

652,228

 

 

 

 

652,228

   

Ventas, Inc.

 

 

 

47.6

 

 

 

 

46.8

 

27


 

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

 

 

 

 

 

 

 

 

 

Shares

 

Issuer

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

 

(Unaudited)

 

 

 

351,441

 

 

 

 

351,441

   

Vornado Realty Trust

 

 

$

 

39.4

 

 

 

$

 

41.4

 

 

 

 

 

 

 

349,878

   

Washington Prime Group, Inc.

 

 

 

 

 

 

 

6.0

 

 

96,831

 

 

 

 

96,831

   

Washington Real Estate Investment Trust

 

 

 

2.7

 

 

 

 

2.7

 

 

 

190,047

 

 

 

 

190,047

   

Weingarten Realty Investors

 

 

 

6.8

 

 

 

 

6.6

 

 

1,086,274

 

 

 

 

1,119,582

   

Weyerhaeuser Company

 

 

 

36.0

 

 

 

 

40.2

 

 

 

41,731

 

 

 

 

50,900

   

Whitestone Real Estate Investment Trust B

 

 

 

0.7

 

 

 

 

0.8

 

 

39,142

 

 

 

 

75,457

   

Winthrop Realty Trust

 

 

 

0.6

 

 

 

 

1.2

 

 

 

205,551

 

 

 

 

246,629

   

WP Carey Inc.

 

 

 

14.0

 

 

 

 

17.3

 

 

384,381

 

 

 

 

   

WP Glimcher Inc.

 

 

 

6.4

 

 

 

 

 
 

 

 

 

 

 

 

 

 

TOTAL REAL ESTATE-RELATED MARKETABLE SECURITIES
(Cost $1,423.1 and $1,400.2)

 

 

$

 

1,875.9

 

 

 

$

 

1,818.4

 
 

 

 

 

 

 

 

 

 

28


 

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

OTHER MARKETABLE SECURITIES—20.1% and 17.3%
GOVERNMENT AGENCY NOTES—12.1% and 10.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

Issuer

 

Yield(4)

 

Maturity
Date

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

         

(Unaudited)

 

 

$

 

 

 

 

$

 

44.0

   

Fannie Mae Discount Notes

 

 

 

0.094%-0.101%

 

 

 

 

1/14/2015

 

 

 

$

 

 

 

 

$

 

44.0

 

 

 

 

 

 

 

15.0

   

Fannie Mae Discount Notes

 

 

 

0.046%

 

 

 

 

1/15/2015

 

 

 

 

 

 

 

 

15.0

 

 

 

 

 

 

21.9

   

Fannie Mae Discount Notes

 

 

 

0.046%-0.071%

 

 

 

 

1/20/2015

 

 

 

 

 

 

 

 

21.8

 

 

 

 

 

 

 

10.0

   

Fannie Mae Discount Notes

 

 

 

0.051%

 

 

 

 

1/28/2015

 

 

 

 

 

 

 

 

10.0

 

 

 

 

 

 

40.9

   

Fannie Mae Discount Notes

 

 

 

0.068%-0.101%

 

 

 

 

2/11/2015

 

 

 

 

 

 

 

 

40.9

 

 

 

 

 

 

 

46.1

   

Fannie Mae Discount Notes

 

 

 

0.101%

 

 

 

 

2/17/2015

 

 

 

 

 

 

 

 

46.1

 

 

 

 

 

 

35.6

   

Fannie Mae Discount Notes

 

 

 

0.089%

 

 

 

 

2/25/2015

 

 

 

 

 

 

 

 

35.6

 

 

 

 

 

 

 

12.0

   

Fannie Mae Discount Notes

 

 

 

0.076%

 

 

 

 

2/27/2015

 

 

 

 

 

 

 

 

12.0

 

 

 

 

 

 

39.0

   

Fannie Mae Discount Notes

 

 

 

0.101%

 

 

 

 

3/2/2015

 

 

 

 

 

 

 

 

39.0

 

 

 

 

 

 

 

37.1

   

Fannie Mae Discount Notes

 

 

 

0.091%

 

 

 

 

3/3/2015

 

 

 

 

 

 

 

 

37.1

 

 

 

 

 

 

44.6

   

Fannie Mae Discount Notes

 

 

 

0.086%

 

 

 

 

3/16/2015

 

 

 

 

 

 

 

 

44.6

 

 

 

 

 

 

 

38.0

   

Fannie Mae Discount Notes

 

 

 

0.066%

 

 

 

 

3/18/2015

 

 

 

 

 

 

 

 

38.0

 

 

 

 

 

 

35.0

   

Fannie Mae Discount Notes

 

 

 

0.061%

 

 

 

 

3/25/2015

 

 

 

 

 

 

 

 

35.0

 

 

 

40.0

 

 

 

 

40.0

   

Fannie Mae Discount Notes

 

 

 

0.066%

 

 

 

 

4/1/2015

 

 

 

 

40.0

 

 

 

 

40.0

 

 

26.7

 

 

 

 

26.7

   

Fannie Mae Discount Notes

 

 

 

0.096%

 

 

 

 

4/6/2015

 

 

 

 

26.7

 

 

 

 

26.7

 

 

 

44.7

 

 

 

 

44.7

   

Fannie Mae Discount Notes

 

 

 

0.096%-0.112%

 

 

 

 

4/8/2015

 

 

 

 

44.7

 

 

 

 

44.7

 

 

28.3

 

 

 

 

28.3

   

Fannie Mae Discount Notes

 

 

 

0.096%

 

 

 

 

4/13/2015

 

 

 

 

28.3

 

 

 

 

28.3

 

 

 

42.4

 

 

 

 

35.7

   

Fannie Mae Discount Notes

 

 

 

0.061%-0.152%

 

 

 

 

4/27/2015

 

 

 

 

42.4

 

 

 

 

35.7

 

 

32.9

 

 

 

 

17.5

   

Fannie Mae Discount Notes

 

 

 

0.063%-0.101%

 

 

 

 

4/29/2015

 

 

 

 

32.9

 

 

 

 

17.5

 

 

 

30.0

 

 

 

 

30.0

   

Fannie Mae Discount Notes

 

 

 

0.081%

 

 

 

 

5/1/2015

 

 

 

 

30.0

 

 

 

 

30.0

 

 

11.5

 

 

 

 

11.5

   

Fannie Mae Discount Notes

 

 

 

0.107%

 

 

 

 

5/4/2015

 

 

 

 

11.5

 

 

 

 

11.5

 

 

 

25.0

 

 

 

 

25.0

   

Fannie Mae Discount Notes

 

 

 

0.101%

 

 

 

 

5/6/2015

 

 

 

 

25.0

 

 

 

 

25.0

 

 

20.0

 

 

 

 

20.0

   

Fannie Mae Discount Notes

 

 

 

0.112%

 

 

 

 

5/13/2015

 

 

 

 

20.0

 

 

 

 

20.0

 

 

 

34.8

 

 

 

 

10.9

   

Fannie Mae Discount Notes

 

 

 

0.061%-0.127%

 

 

 

 

5/20/2015

 

 

 

 

34.7

 

 

 

 

10.9

 

 

35.0

 

 

 

 

35.0

   

Fannie Mae Discount Notes

 

 

 

0.091%

 

 

 

 

6/17/2015

 

 

 

 

35.0

 

 

 

 

35.0

 

 

 

25.0

 

 

 

 

25.0

   

Fannie Mae Discount Notes

 

 

 

0.144%

 

 

 

 

7/1/2015

 

 

 

 

25.0

 

 

 

 

25.0

 

 

100.0

 

 

 

 

100.0

   

Fannie Mae Discount Notes

 

 

 

0.112%

 

 

 

 

7/20/2015

 

 

 

 

100.0

 

 

 

 

99.9

 

 

 

12.1

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.127%

 

 

 

 

8/3/2015

 

 

 

 

12.1

 

 

 

 

 

 

11.6

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.117%

 

 

 

 

8/4/2015

 

 

 

 

11.6

 

 

 

 

 

 

 

50.0

 

 

 

 

50.0

   

Fannie Mae Discount Notes

 

 

 

0.137%

 

 

 

 

8/17/2015

 

 

 

 

50.0

 

 

 

 

50.0

 

 

50.0

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.112%

 

 

 

 

8/18/2015

 

 

 

 

50.0

 

 

 

 

 

 

 

30.6

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.117%

 

 

 

 

8/19/2015

 

 

 

 

30.6

 

 

 

 

 

 

28.8

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.115%

 

 

 

 

9/1/2015

 

 

 

 

28.7

 

 

 

 

 

 

 

19.0

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.142%

 

 

 

 

9/9/2015

 

 

 

 

19.0

 

 

 

 

 

 

11.2

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.127%

 

 

 

 

9/14/2015

 

 

 

 

11.2

 

 

 

 

 

 

 

10.0

 

 

 

 

   

Fannie Mae Discount Notes

 

 

 

0.178%

 

 

 

 

11/2/2015

 

 

 

 

10.0

 

 

 

 

 

 

2.9

 

 

 

 

2.9

   

Federal Farm Credit Bank Discount Notes

 

 

 

0.091%

 

 

 

 

5/21/2015

 

 

 

 

2.9

 

 

 

 

2.9

 

 

 

 

 

 

 

20.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.041%

 

 

 

 

1/5/2015

 

 

 

 

 

 

 

 

20.0

 

 

 

 

 

 

19.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.047%

 

 

 

 

1/7/2015

 

 

 

 

 

 

 

 

19.0

 

 

 

 

 

 

 

50.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.093%

 

 

 

 

1/9/2015

 

 

 

 

 

 

 

 

50.0

 

 

 

 

 

 

40.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.076%

 

 

 

 

1/13/2015

 

 

 

 

 

 

 

 

40.0

 

 

 

 

 

 

 

30.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.025%

 

 

 

 

1/16/2015

 

 

 

 

 

 

 

 

30.0

 

 

 

 

 

 

50.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%

 

 

 

 

1/21/2015

 

 

 

 

 

 

 

 

50.0

 

 

 

 

 

 

 

21.8

   

Federal Home Loan Bank Discount Notes

 

 

 

0.101%

 

 

 

 

1/23/2015

 

 

 

 

 

 

 

 

21.7

 

 

 

 

 

 

50.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.086%

 

 

 

 

1/27/2015

 

 

 

 

 

 

 

 

50.0

 

 

 

 

 

 

 

8.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.071%

 

 

 

 

1/28/2015

 

 

 

 

 

 

 

 

8.0

 

 

 

 

 

 

50.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%

 

 

 

 

1/30/2015

 

 

 

 

 

 

 

 

50.0

 

 

 

 

 

 

 

58.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.074%

 

 

 

 

2/4/2015

 

 

 

 

 

 

 

 

58.0

 

 

 

 

 

 

45.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.101%

 

 

 

 

2/6/2015

 

 

 

 

 

 

 

 

45.0

 

 

 

 

 

 

 

56.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.101%

 

 

 

 

2/13/2015

 

 

 

 

 

 

 

 

56.0

 

29


 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

Issuer

 

Yield(4)

 

Maturity
Date

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

         

(Unaudited)

 

 

$

 

 

 

 

$

 

29.5

   

Federal Home Loan Bank Discount Notes

 

 

 

0.096%

 

 

 

 

2/20/2015

 

 

 

$

 

 

 

 

$

 

29.5

 

 

 

 

 

 

 

20.6

   

Federal Home Loan Bank Discount Notes

 

 

 

0.107%

 

 

 

 

2/23/2015

 

 

 

 

 

 

 

 

20.6

 

 

 

 

 

 

22.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.094%

 

 

 

 

3/4/2015

 

 

 

 

 

 

 

 

22.0

 

 

 

 

 

 

 

16.7

   

Federal Home Loan Bank Discount Notes

 

 

 

0.112%

 

 

 

 

3/6/2015

 

 

 

 

 

 

 

 

16.7

 

 

 

 

 

 

11.5

   

Federal Home Loan Bank Discount Notes

 

 

 

0.073%

 

 

 

 

3/9/2015

 

 

 

 

 

 

 

 

11.5

 

 

 

 

 

 

 

31.3

   

Federal Home Loan Bank Discount Notes

 

 

 

0.112%

 

 

 

 

3/11/2015

 

 

 

 

 

 

 

 

31.3

 

 

 

 

 

 

7.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.071%

 

 

 

 

3/17/2015

 

 

 

 

 

 

 

 

7.0

 

 

 

 

 

 

 

27.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.067%

 

 

 

 

3/27/2015

 

 

 

 

 

 

 

 

27.0

 

 

 

 

 

 

15.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.096%-0.122%

 

 

 

 

3/30/2015

 

 

 

 

 

 

 

 

15.0

 

 

 

30.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.088%

 

 

 

 

4/10/2015

 

 

 

 

30.0

 

 

 

 

 

 

149.2

 

 

 

 

29.2

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%-0.101%

 

 

 

 

4/17/2015

 

 

 

 

149.2

 

 

 

 

29.2

 

 

 

9.4

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.066%

 

 

 

 

4/20/2015

 

 

 

 

9.4

 

 

 

 

 

 

18.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.056%

 

 

 

 

4/21/2015

 

 

 

 

18.0

 

 

 

 

 

 

 

100.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%

 

 

 

 

4/22/2015

 

 

 

 

100.0

 

 

 

 

 

 

23.0

 

 

 

 

7.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.086%-0.101%

 

 

 

 

4/24/2015

 

 

 

 

23.0

 

 

 

 

7.0

 

 

 

8.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%

 

 

 

 

4/27/2015

 

 

 

 

8.0

 

 

 

 

 

 

30.1

 

 

 

 

30.1

   

Federal Home Loan Bank Discount Notes

 

 

 

0.152%

 

 

 

 

4/29/2015

 

 

 

 

30.1

 

 

 

 

30.1

 

 

 

24.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.071%

 

 

 

 

5/5/2015

 

 

 

 

24.0

 

 

 

 

 

 

21.3

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.091%

 

 

 

 

5/6/2015

 

 

 

 

21.3

 

 

 

 

 

 

 

18.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.059%

 

 

 

 

5/8/2015

 

 

 

 

18.0

 

 

 

 

 

 

18.3

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.056%

 

 

 

 

5/11/2015

 

 

 

 

18.3

 

 

 

 

 

 

 

50.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.076%

 

 

 

 

5/18/2015

 

 

 

 

50.0

 

 

 

 

 

 

29.9

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.066%

 

 

 

 

5/19/2015

 

 

 

 

29.9

 

 

 

 

 

 

 

20.0

 

 

 

 

20.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.116%

 

 

 

 

5/20/2015

 

 

 

 

20.0

 

 

 

 

20.0

 

 

11.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%

 

 

 

 

5/21/2015

 

 

 

 

11.0

 

 

 

 

 

 

 

27.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%-0.081%

 

 

 

 

5/22/2015

 

 

 

 

27.0

 

 

 

 

 

 

46.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.066%

 

 

 

 

5/29/2015

 

 

 

 

46.0

 

 

 

 

 

 

 

39.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.086%

 

 

 

 

6/2/2015

 

 

 

 

39.0

 

 

 

 

 

 

74.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.068%

 

 

 

 

6/3/2015

 

 

 

 

74.0

 

 

 

 

 

 

 

48.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.071%-0.076%

 

 

 

 

6/5/2015

 

 

 

 

48.0

 

 

 

 

 

 

25.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.076%

 

 

 

 

6/8/2015

 

 

 

 

25.0

 

 

 

 

 

 

 

21.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.061%

 

 

 

 

6/9/2015

 

 

 

 

21.0

 

 

 

 

 

 

2.9

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.081%

 

 

 

 

6/10/2015

 

 

 

 

2.9

 

 

 

 

 

 

 

22.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.066%

 

 

 

 

6/12/2015

 

 

 

 

22.0

 

 

 

 

 

 

50.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.071%-0.086%

 

 

 

 

6/19/2015

 

 

 

 

50.0

 

 

 

 

 

 

 

20.0

 

 

 

 

20.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.142%

 

 

 

 

7/30/2015

 

 

 

 

20.0

 

 

 

 

20.0

 

 

50.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.134%

 

 

 

 

8/5/2015

 

 

 

 

50.0

 

 

 

 

 

 

 

47.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.137%

 

 

 

 

8/12/2015

 

 

 

 

47.0

 

 

 

 

 

 

100.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.140%-0.142%

 

 

 

 

8/14/2015

 

 

 

 

99.9

 

 

 

 

 

 

 

20.0

 

 

 

 

20.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.162%

 

 

 

 

8/20/2015

 

 

 

 

20.0

 

 

 

 

20.0

 

 

8.2

 

 

 

 

8.2

   

Federal Home Loan Bank Discount Notes

 

 

 

0.132%-0.162%

 

 

 

 

8/21/2015

 

 

 

 

8.2

 

 

 

 

8.2

 

 

 

53.0

 

 

 

 

   

Federal Home Loan Bank Discount Notes

 

 

 

0.134%-0.137%

 

 

 

 

8/26/2015

 

 

 

 

53.0

 

 

 

 

 

 

48.8

 

 

 

 

48.8

   

Federal Home Loan Bank Discount Notes

 

 

 

0.152%

 

 

 

 

8/28/2015

 

 

 

 

48.8

 

 

 

 

48.8

 

 

 

20.0

 

 

 

 

20.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.168%

 

 

 

 

9/4/2015

 

 

 

 

20.0

 

 

 

 

20.0

 

 

21.5

 

 

 

 

21.5

   

Federal Home Loan Bank Discount Notes

 

 

 

0.162%

 

 

 

 

9/8/2015

 

 

 

 

21.5

 

 

 

 

21.5

 

 

 

17.7

 

 

 

 

14.0

   

Federal Home Loan Bank Discount Notes

 

 

 

0.142%-0.162%

 

 

 

 

9/9/2015

 

 

 

 

17.7

 

 

 

 

14.0

 

 

 

 

 

 

10.3

   

Freddie Mac Discount Notes

 

 

 

0.081%-0.096%

 

 

 

 

1/8/2015

 

 

 

 

 

 

 

 

10.3

 

 

 

 

 

 

 

43.0

   

Freddie Mac Discount Notes

 

 

 

0.038%-0.091%

 

 

 

 

1/12/2015

 

 

 

 

 

 

 

 

43.0

 

 

 

 

 

 

30.8

   

Freddie Mac Discount Notes

 

 

 

0.101%

 

 

 

 

1/26/2015

 

 

 

 

 

 

 

 

30.8

 

 

 

 

 

 

 

37.0

   

Freddie Mac Discount Notes

 

 

 

0.061%

 

 

 

 

1/29/2015

 

 

 

 

 

 

 

 

37.0

 

 

 

 

 

 

16.5

   

Freddie Mac Discount Notes

 

 

 

0.096%-0.107%

 

 

 

 

2/10/2015

 

 

 

 

 

 

 

 

16.5

 

 

 

 

 

 

 

22.9

   

Freddie Mac Discount Notes

 

 

 

0.080%-0.094%

 

 

 

 

3/16/2015

 

 

 

 

 

 

 

 

22.9

 

 

 

 

 

 

11.8

   

Freddie Mac Discount Notes

 

 

 

0.112%

 

 

 

 

3/17/2015

 

 

 

 

 

 

 

 

11.8

 

30


 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

Issuer

 

Yield(4)

 

Maturity
Date

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

         

(Unaudited)

 

 

$

 

 

 

 

$

 

17.1

   

Freddie Mac Discount Notes

 

 

 

0.081%-0.107%

 

 

 

 

3/19/2015

 

 

 

$

 

 

 

 

$

 

17.1

 

 

 

 

 

 

 

19.6

   

Freddie Mac Discount Notes

 

 

 

0.061%

 

 

 

 

3/24/2015

 

 

 

 

 

 

 

 

19.5

 

 

 

 

 

 

18.0

   

Freddie Mac Discount Notes

 

 

 

0.132%

 

 

 

 

3/25/2015

 

 

 

 

 

 

 

 

18.0

 

 

 

16.2

 

 

 

 

16.2

   

Freddie Mac Discount Notes

 

 

 

0.122%

 

 

 

 

4/1/2015

 

 

 

 

16.2

 

 

 

 

16.2

 

 

27.2

 

 

 

 

27.2

   

Freddie Mac Discount Notes

 

 

 

0.127%-0.142%

 

 

 

 

4/2/2015

 

 

 

 

27.2

 

 

 

 

27.2

 

 

 

20.9

 

 

 

 

20.9

   

Freddie Mac Discount Notes

 

 

 

0.066%

 

 

 

 

4/6/2015

 

 

 

 

20.9

 

 

 

 

20.9

 

 

16.2

 

 

 

 

16.2

   

Freddie Mac Discount Notes

 

 

 

0.096%-0.142%

 

 

 

 

4/7/2015

 

 

 

 

16.2

 

 

 

 

16.2

 

 

 

4.4

 

 

 

 

4.4

   

Freddie Mac Discount Notes

 

 

 

0.096%

 

 

 

 

4/9/2015

 

 

 

 

4.4

 

 

 

 

4.4

 

 

29.8

 

 

 

 

29.8

   

Freddie Mac Discount Notes

 

 

 

0.101%

 

 

 

 

4/14/2015

 

 

 

 

29.8

 

 

 

 

29.8

 

 

 

13.6

 

 

 

 

13.6

   

Freddie Mac Discount Notes

 

 

 

0.096%

 

 

 

 

4/16/2015

 

 

 

 

13.6

 

 

 

 

13.6

 

 

11.0

 

 

 

 

11.0

   

Freddie Mac Discount Notes

 

 

 

0.107%

 

 

 

 

4/21/2015

 

 

 

 

11.0

 

 

 

 

11.0

 

 

 

15.0

 

 

 

 

15.0

   

Freddie Mac Discount Notes

 

 

 

0.096%

 

 

 

 

4/22/2015

 

 

 

 

15.0

 

 

 

 

15.0

 

 

20.0

 

 

 

 

20.0

   

Freddie Mac Discount Notes

 

 

 

0.096%

 

 

 

 

4/23/2015

 

 

 

 

20.0

 

 

 

 

20.0

 

 

 

13.7

 

 

 

 

13.7

   

Freddie Mac Discount Notes

 

 

 

0.101%

 

 

 

 

4/24/2015

 

 

 

 

13.7

 

 

 

 

13.7

 

 

10.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.086%

 

 

 

 

5/8/2015

 

 

 

 

10.0

 

 

 

 

 

 

 

20.0

 

 

 

 

20.0

   

Freddie Mac Discount Notes

 

 

 

0.101%

 

 

 

 

5/11/2015

 

 

 

 

20.0

 

 

 

 

20.0

 

 

5.7

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.101%

 

 

 

 

5/13/2015

 

 

 

 

5.7

 

 

 

 

 

 

 

17.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.048%

 

 

 

 

5/26/2015

 

 

 

 

16.9

 

 

 

 

 

 

8.8

 

 

 

 

8.8

   

Freddie Mac Discount Notes

 

 

 

0.112%

 

 

 

 

5/27/2015

 

 

 

 

8.8

 

 

 

 

8.8

 

 

 

17.1

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.066%

 

 

 

 

6/1/2015

 

 

 

 

17.1

 

 

 

 

 

 

50.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.063%

 

 

 

 

6/11/2015

 

 

 

 

50.0

 

 

 

 

 

 

 

41.0

 

 

 

 

41.0

   

Freddie Mac Discount Notes

 

 

 

0.147%

 

 

 

 

6/15/2015

 

 

 

 

41.0

 

 

 

 

41.0

 

 

15.0

 

 

 

 

15.0

   

Freddie Mac Discount Notes

 

 

 

0.137%

 

 

 

 

6/16/2015

 

 

 

 

15.0

 

 

 

 

15.0

 

 

 

50.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.081%

 

 

 

 

6/24/2015

 

 

 

 

50.0

 

 

 

 

 

 

6.9

 

 

 

 

6.9

   

Freddie Mac Discount Notes

 

 

 

0.101%

 

 

 

 

7/21/2015

 

 

 

 

6.9

 

 

 

 

6.9

 

 

 

24.0

 

 

 

 

24.0

   

Freddie Mac Discount Notes

 

 

 

0.159%

 

 

 

 

7/22/2015

 

 

 

 

24.0

 

 

 

 

24.0

 

 

17.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.101%

 

 

 

 

8/6/2015

 

 

 

 

17.0

 

 

 

 

 

 

 

36.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.101%-0.127%

 

 

 

 

8/7/2015

 

 

 

 

36.0

 

 

 

 

 

 

16.2

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.122%

 

 

 

 

8/21/2015

 

 

 

 

16.1

 

 

 

 

 

 

 

18.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.178%

 

 

 

 

9/11/2015

 

 

 

 

18.0

 

 

 

 

 

 

29.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.142%

 

 

 

 

9/21/2015

 

 

 

 

29.0

 

 

 

 

 

 

 

18.2

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.223%

 

 

 

 

10/20/2015

 

 

 

 

18.2

 

 

 

 

 

 

4.4

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.162%

 

 

 

 

10/26/2015

 

 

 

 

4.4

 

 

 

 

 

 

 

32.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.142%

 

 

 

 

11/3/2015

 

 

 

 

32.0

 

 

 

 

 

 

29.5

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.193%

 

 

 

 

11/16/2015

 

 

 

 

29.4

 

 

 

 

 

 

 

22.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.213%

 

 

 

 

11/30/2015

 

 

 

 

22.0

 

 

 

 

 

 

16.2

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.285%

 

 

 

 

12/7/2015

 

 

 

 

16.1

 

 

 

 

 

 

 

17.0

 

 

 

 

   

Freddie Mac Discount Notes

 

 

 

0.254%

 

 

 

 

12/14/2015

 

 

 

 

17.0

 

 

 

 

 
 

 

 

 

 

       

 

 

 

 

TOTAL GOVERNMENT AGENCY NOTES
(Cost $2,751.9 and $2,369.6)

 

 

$

 

2,752.1

 

 

 

$

 

2,369.9

 
 

 

 

 

 

       

 

 

 

 

31


 

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

UNITED STATES TREASURY SECURITIES—8.0% and 6.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

Issuer

 

Yield(4)

 

Maturity
Date

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

         

(Unaudited)

 

 

$

 

 

 

 

$

 

24.0

   

United States Treasury Bills

 

 

 

0.041%

 

 

 

 

1/2/2015

 

 

 

$

 

 

 

 

$

 

24.0

 

 

 

 

 

 

 

4.0

   

United States Treasury Bills

 

 

 

0.035%

 

 

 

 

1/15/2015

 

 

 

 

 

 

 

 

4.0

 

 

 

 

 

 

45.8

   

United States Treasury Bills

 

 

 

0.020%-0.040%

 

 

 

 

1/22/2015

 

 

 

 

 

 

 

 

45.8

 

 

 

 

 

 

 

19.4

   

United States Treasury Bills

 

 

 

0.038%-0.051%

 

 

 

 

2/12/2015

 

 

 

 

 

 

 

 

19.4

 

 

 

 

 

 

30.0

   

United States Treasury Bills

 

 

 

0.044%

 

 

 

 

2/19/2015

 

 

 

 

 

 

 

 

30.0

 

 

 

 

 

 

 

17.2

   

United States Treasury Bills

 

 

 

0.020%-0.030%

 

 

 

 

2/26/2015

 

 

 

 

 

 

 

 

17.2

 

 

 

 

 

 

43.6

   

United States Treasury Bills

 

 

 

0.020%-0.032%

 

 

 

 

3/5/2015

 

 

 

 

 

 

 

 

43.6

 

 

 

 

 

 

 

30.0

   

United States Treasury Bills

 

 

 

0.042%

 

 

 

 

3/12/2015

 

 

 

 

 

 

 

 

30.0

 

 

 

 

 

 

16.0

   

United States Treasury Bills

 

 

 

0.030%

 

 

 

 

3/26/2015

 

 

 

 

 

 

 

 

16.0

 

 

 

7.2

 

 

 

 

7.2

   

United States Treasury Bills

 

 

 

0.028%-0.044%

 

 

 

 

4/2/2015

 

 

 

 

7.2

 

 

 

 

7.2

 

 

31.6

 

 

 

 

36.6

   

United States Treasury Bills

 

 

 

0.037%

 

 

 

 

4/9/2015

 

 

 

 

31.6

 

 

 

 

36.6

 

 

 

48.2

 

 

 

 

41.2

   

United States Treasury Bills

 

 

 

0.025%-0.057%

 

 

 

 

5/7/2015

 

 

 

 

48.2

 

 

 

 

41.2

 

 

53.9

 

 

 

 

53.9

   

United States Treasury Bills

 

 

 

0.044%-0.071%

 

 

 

 

5/28/2015

 

 

 

 

53.9

 

 

 

 

53.9

 

 

 

8.5

 

 

 

 

8.5

   

United States Treasury Bills

 

 

 

0.076%

 

 

 

 

6/4/2015

 

 

 

 

8.4

 

 

 

 

8.4

 

 

196.0

 

 

 

 

196.0

   

United States Treasury Bills

 

 

 

0.071%-0.100%

 

 

 

 

6/25/2015

 

 

 

 

196.0

 

 

 

 

195.9

 

 

 

35.0

 

 

 

 

   

United States Treasury Bills

 

 

 

0.103%

 

 

 

 

7/2/2015

 

 

 

 

35.0

 

 

 

 

 

 

121.0

 

 

 

 

121.0

   

United States Treasury Bills

 

 

 

0.105%-0.112%

 

 

 

 

7/23/2015

 

 

 

 

121.0

 

 

 

 

120.9

 

 

 

8.0

 

 

 

 

   

United States Treasury Bills

 

 

 

0.051%-0.055%

 

 

 

 

8/6/2015

 

 

 

 

8.0

 

 

 

 

 

 

38.7

 

 

 

 

35.0

   

United States Treasury Bills

 

 

 

0.092%-0.178%

 

 

 

 

8/20/2015

 

 

 

 

38.7

 

 

 

 

35.0

 

 

 

50.0

 

 

 

 

   

United States Treasury Bills

 

 

 

0.139%

 

 

 

 

9/10/2015

 

 

 

 

50.0

 

 

 

 

 

 

50.0

 

 

 

 

50.0

   

United States Treasury Bills

 

 

 

0.078%

 

 

 

 

9/17/2015

 

 

 

 

50.0

 

 

 

 

49.9

 

 

 

117.0

 

 

 

 

117.0

   

United States Treasury Bills

 

 

 

0.099%-0.101%

 

 

 

 

10/15/2015

 

 

 

 

116.9

 

 

 

 

116.8

 

 

100.0

 

 

 

 

   

United States Treasury Bills

 

 

 

0.108%

 

 

 

 

11/12/2015

 

 

 

 

99.9

 

 

 

 

 

 

 

227.0

 

 

 

 

   

United States Treasury Bills

 

 

 

0.152%-0.179%

 

 

 

 

12/10/2015

 

 

 

 

226.7

 

 

 

 

 

 

100.0

 

 

 

 

   

United States Treasury Bills

 

 

 

0.190%

 

 

 

 

1/7/2016

 

 

 

 

99.9

 

 

 

 

 

 

 

150.0

 

 

 

 

   

United States Treasury Bills

 

 

 

0.224%-0.226%

 

 

 

 

2/4/2016

 

 

 

 

149.7

 

 

 

 

 

 

 

 

 

 

1.0

   

United States Treasury Notes

 

 

 

0.107%

 

 

 

 

1/15/2015

 

 

 

 

 

 

 

 

1.0

 

 

 

24.0

 

 

 

 

24.0

   

United States Treasury Notes

 

 

 

0.066%

 

 

 

 

4/15/2015

 

 

 

 

23.9

 

 

 

 

24.0

 

 

9.2

 

 

 

 

9.2

   

United States Treasury Notes

 

 

 

0.051%

 

 

 

 

4/23/2015

 

 

 

 

9.2

 

 

 

 

9.2

 

 

 

40.0

 

 

 

 

40.0

   

United States Treasury Notes

 

 

 

0.045%

 

 

 

 

4/30/2015

 

 

 

 

40.0

 

 

 

 

40.0

 

 

41.3

 

 

 

 

41.3

   

United States Treasury Notes

 

 

 

0.061%-0.062%

 

 

 

 

5/14/2015

 

 

 

 

41.3

 

 

 

 

41.3

 

 

 

50.0

 

 

 

 

50.0

   

United States Treasury Notes

 

 

 

0.116%

 

 

 

 

5/15/2015

 

 

 

 

50.0

 

 

 

 

50.0

 

 

 

 

 

 

100.0

   

United States Treasury Notes

 

 

 

0.063%

 

 

 

 

5/21/2015

 

 

 

 

 

 

 

 

100.0

 

 

 

19.6

 

 

 

 

19.6

   

United States Treasury Notes

 

 

 

0.080%

 

 

 

 

6/15/2015

 

 

 

 

19.6

 

 

 

 

19.6

 

 

30.0

 

 

 

 

30.0

   

United States Treasury Notes

 

 

 

0.152%

 

 

 

 

6/30/2015

 

 

 

 

30.0

 

 

 

 

30.0

 

 

 

50.0

 

 

 

 

50.0

   

United States Treasury Notes

 

 

 

0.130%-0.133%

 

 

 

 

7/15/2015

 

 

 

 

50.0

 

 

 

 

50.0

 

 

24.0

 

 

 

 

24.0

   

United States Treasury Notes

 

 

 

0.163%

 

 

 

 

7/31/2015

 

 

 

 

24.1

 

 

 

 

24.2

 

 

 

26.0

 

 

 

 

26.0

   

United States Treasury Notes

 

 

 

0.097%

 

 

 

 

7/31/2015

 

 

 

 

26.0

 

 

 

 

26.0

 

 

50.0

 

 

 

 

50.0

   

United States Treasury Notes

 

 

 

0.100%-0.107%

 

 

 

 

8/31/2015

 

 

 

 

50.1

 

 

 

 

50.1

 

 

 

50.0

 

 

 

 

50.0

   

United States Treasury Notes

 

 

 

0.118%

 

 

 

 

9/15/2015

 

 

 

 

50.0

 

 

 

 

50.0

 

 

50.0

 

 

 

 

50.0

   

United States Treasury Notes

 

 

 

0.181%

 

 

 

 

9/30/2015

 

 

 

 

50.0

 

 

 

 

50.0

 

 

 

23.9

 

 

 

 

   

United States Treasury Notes

 

 

 

0.242%

 

 

 

 

11/30/2015

 

 

 

 

23.9

 

 

 

 

 
 

 

 

 

 

       

 

 

 

 

TOTAL UNITED STATES TREASURY SECURITIES
(Cost $1,829.2 and $1,461.5)

 

 

$

 

1,829.2

 

 

 

$

 

1,461.2

 
 

 

 

 

 

       

 

 

 

 

TOTAL OTHER MARKETABLE SECURITIES
(Cost $4,581.1 and $3,831.1)

 

 

$

 

4,581.3

 

 

 

$

 

3,831.1

 
 

 

 

 

 

       

 

 

 

 

TOTAL MARKETABLE SECURITIES
(Cost $6,004.2 and $5,231.3)

 

 

$

 

6,457.2

 

 

 

$

 

5,649.5

 
 

 

 

 

 

       

 

 

 

 

32


 

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

CONVERTIBLE NOTE RECEIVABLE—0.4% and 0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

Issuer

 

Yield(4)

 

Maturity
Date

 

Fair Value at

 

March 31,
2015

 

December 31,
2014

2015

 

2014

       

 

         

(Unaudited)

 

 

$

 

100.0

 

 

 

$

 

   

CGMT REIT, L.P.(8)

 

 

 

2.6%

 

 

 

 

2/17/2020

 

 

 

$

 

100.0

 

 

 

$

 

 
 

 

 

 

 

       

 

 

 

 

TOTAL CONVERTIBLE NOTE RECEIVABLE
(Cost $100.0 and $0.0)

 

 

$

 

100.0

 

 

 

$

 

 
 

 

 

 

 

       

 

 

 

 

TOTAL INVESTMENTS
(Cost $19,670.1 and $19,123.8)

 

 

$

 

22,795.8

 

 

 

$

 

22,168.1

 
 

 

 

 

 

       

 

 

 

 

 

 

(1)

 

The investment has a mortgage loan payable outstanding, as indicated in Note 5.

 

(2)

 

The fair value reflects the Account’s interest in the joint venture and is net of debt.

 

(3)

 

Properties within this investment are located throughout the United States.

 

(4)

 

Yield represents the annualized yield.

 

(5)

 

The market value reflects the final settlement due to the Account. The property investment held within the joint venture was sold during the quarter ended December 31, 2012.

 

(6)

 

The investment was sold on February 12, 2015.

 

(7)

 

The investment was sold on February 18, 2015.

 

(8)

 

The investment is a five year convertible note in a newly formed fund and is convertible into units of CGMT REIT, L.P.

33


 

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, 2014 (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 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 tenant mix), competition for acquiring real estate properties, leasing risk (including tenant defaults) and the risk of uninsured losses at properties (including due to terrorism, natural disasters, and acts of violence);

 

 

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

 

 

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

 

 

Borrowing: Risks associated with financing the Account’s properties, including the risk of default on loans secured by the Account’s properties (which could lead to foreclosure), the risk 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

34


 

 

 

 

and (iii) high levels of cash 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 venture partnerships, including the risk that a co-venturer may have interests or goals inconsistent with that of the Account, that a co-venturer may have financial difficulties, and the risk that the Account may have limited rights with respect to operation of the property and transfer of the Account’s interest;

 

 

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

 

 

Foreign Investments: The risks associated with purchasing, owning and disposing foreign investments (primarily real estate properties), including political risk, the risk associated with 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, 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; 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,” that could cause actual results to differ materially from historical experience or management’s present expectations.

Caution should be taken not to place undue reliance on management’s forward-looking statements, which represent management’s views only as of the date that this report is filed. Neither management nor the Account undertake any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, changed assumptions, future events or otherwise.

Commercial real estate market statistics discussed in this section are obtained by the Account from sources that management considers reliable, but some of the data are preliminary for the period ended March 31, 2015 and may be subsequently revised. Prior period data may have been adjusted to reflect updated calculations.

35


 

Investors should not rely exclusively on the data presented below in forming a judgment regarding the current or prospective performance of the commercial real estate market generally.

ABOUT THE TIAA REAL ESTATE ACCOUNT

The TIAA Real Estate 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 Real Estate Account seeks favorable long-term returns primarily through rental income and appreciation of real estate and real estate investments owned by the Account. The Account will also invest in non-real estate-related publicly traded securities and short-term higher quality liquid investments that are easily converted to cash to enable the Account to meet participant redemption requests, purchase or improve properties, or cover other expense needs.

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,

 

 

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

 

 

equity investments in REITs, which investments may consist of common or preferred stock interests,

 

 

real estate limited partnerships,

 

 

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 mezzanine loans and collateralized mortgage obligations, including CMBS and other similar investments.

The Account’s principal strategy is to purchase direct ownership interests in income-producing real estate, primarily office, industrial, retail and multi-family residential properties. The Account is targeted to hold between 65% and 80% of the Account’s net assets in such direct ownership interests at any time. Historically, approximately 70% of the Account’s net assets have been comprised of such direct ownership interests in real estate.

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. 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, 2015, REIT securities comprised approximately 9.1% 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,

36


 

 

 

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 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. However, through the date of this Form 10-Q, such foreign real estate-related investments have never represented more than 7.5% of the Account’s net assets and management does not intend such foreign investments to exceed 10% of the Account’s net assets. As of March 31, 2015, the Account did not hold any foreign real estate investments.

FIRST QUARTER 2015 U.S. ECONOMIC AND COMMERCIAL REAL ESTATE OVERVIEW

The Account invests primarily in high-quality, core commercial 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 and Capital Markets Overview and Outlook

Recent trends in key U.S. economic indicators and expectations for 2015 and 2016 are summarized in the table below. In its advance estimate, the Bureau of Economic Analysis reported that U.S. Gross Domestic Product (“GDP”) grew by only 0.2% in the first quarter of 2015 following growth of 2.2% in the fourth quarter of 2014. First quarter growth was weaker than anticipated due to seasonal and temporary factors including severe winter weather in much of the country and a prolonged labor dispute at major West Coast ports. The strong U.S. dollar also dampened exports and manufacturing activity as U.S. goods became more expensive to foreign buyers. Consumer spending, which is a primary driver of economic activity, grew 1.9% as compared with 4.4% in fourth quarter 2014. However, spending was likely affected by harsh winter weather and is likely to rebound in the second quarter given ongoing job growth and a decline in oil and gas prices which have benefited household budgets. Similarly, residential and non-residential building investment was weak, with weather a primary contributing factor. Economists expect economic activity to rebound in the

37


 

second quarter of 2015 and remain strong through the second half of the year, with 2015 GDP growth expected to exceed 2014 by a healthy margin.

Economic Indicators*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

4Q 2014

 

1Q 2015

 

Forecast

 

2Q 2015

 

3Q 2015

 

4Q 2015

 

2015

 

2016

Economy(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Domestic Product

 

 

 

2.4

%

 

 

 

 

2.2

%

 

 

 

 

0.2

%

 

 

 

 

3.2

%

 

 

 

 

3.0

%

 

 

 

 

3.0

%

 

 

 

 

2.9

%

 

 

 

 

2.8

%

 

Employment Growth (Thousands)

 

 

 

3,116

 

 

 

 

973

 

 

 

 

591

 

 

 

 

674

 

 

 

 

835

 

 

 

 

841

 

 

 

 

3,000

 

 

 

 

3,196

 

Unemployment Rate

 

 

 

6.2

%

 

 

 

 

5.6

%

 

 

 

 

5.5

%

 

 

 

 

5.4

%

 

 

 

 

5.3

%

 

 

 

 

5.1

%

 

 

 

 

5.4

%

 

 

 

 

5.0

%

 

Interest Rates(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10 Year Treasury

 

 

 

2.5

%

 

 

 

 

2.3

%

 

 

 

 

2.0

%

 

 

 

 

2.2

%

 

 

 

 

2.4

%

 

 

 

 

2.6

%

 

 

 

 

2.3

%

 

 

 

 

3.1

%

 

Sources: Blue Chip Economic Indicators, Blue Chip Financial Forecasts, BEA, BLS, Federal Reserve, and Moody’s Analytics

 

 

*

 

Data subject to revision

 

(1)

 

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

 

(2)

 

Treasury rates are an average over the stated period.

Given the overall improvement in labor market conditions, the Federal Reserve appears likely to raise interest rates in 2015, with economists expecting the first increase to occur following the June or September meetings. After its March 17-18 meeting, The Federal Open Market Committee (“FOMC”) released a statement noting that the economy continued to expand at a moderate pace due to strengthening of labor market conditions and rising levels of household spending. While the FOMC “reaffirmed its view that the current 0 to 0.25% target range for the federal funds rate remains appropriate”, it removed the phrase that it “can be patient in beginning to normalize the stance of monetary policy.” Instead, The FOMC “anticipates that it will be appropriate to raise the target range for the federal funds rate when it has seen further improvement in the labor market and is reasonably confident that inflation will move back to its 2% objective over the medium term.” To date, inflation has declined further due largely to declines in energy prices; March employment gains were weak, leading many economists to conclude that a rate increase will not occur until September at the earliest. Despite market expectations that the Federal Reserve will raise interest rates in 2015, yields on ten year Treasuries averaged just below 2.0% during the first quarter and have remained there through the first part of the second quarter.

Top economists expect GDP growth of 2.9% in 2015 versus 2.4% in 2014. Growth will be driven primarily by employment gains, consumer spending, and a stronger housing market. Stronger employment growth during 2015 is expected to push the unemployment rate down to 5.1% by year-end and lead to meaningful wage growth. Growth in wages and the benefits of lower oil and gas prices, in turn, should sustain a healthy level of consumer spending. While momentum in the housing market stalled in 2014, home sales and housing construction are expected to pick up in 2015 as employment grows and lending standards are eased further. Improvement in the housing market would generate ancillary economic benefits from increases in construction employment and household spending on home furnishings and home improvements. While domestic forces are supportive of stronger growth, concerns about a slowdown in the global economy remain. Growth in China has decelerated, the economies of Japan and Europe are unable to gain traction, and the export-based economies of emerging markets have been slowed by declines in commodity prices. However, the European Central Bank’s “quantitative easing” has spurred hopes that the program will ultimately revive the sluggish European economy. For the U.S. economy, weaker global growth does not substantially affect near term prospects; however, weaker global growth and continued strength in the value of the dollar would slow exports and dampen growth in the manufacturing sector.

An increase in interest rates could also dampen growth. However, rate increases are not expected until the latter half of the year, and initial increases are expected to be modest. Rate increases are also expected to be gradual when they do occur as Federal Reserve Chairperson Janet Yellen has stated on several occasions that a cautious approach is warranted given lingering labor market slack. In a March 27, 2015 speech at the Federal Reserve Bank of San Francisco, Chairperson Yellen noted that the FOMC does not intend to embark on a predetermined course of tightening, such as “one that would involve similarly sized rate increases every meeting or on some other schedule.” Instead, the path of policy will evolve depending on

38


 

economic conditions and could “speed up, slow down, pause, or even reverse course.” Given these expectations, the interest rate environment is expected to provide support for continued improvement in economic and labor market conditions.

With GDP growth of 2.9% expected in 2015 and employment projected to grow by 3.0 million, economic conditions would be in-line with the inherent growth potential of the U.S. economy. Growth of this magnitude, in turn, would provide the backdrop for further improvement in commercial real estate market conditions.

Real Estate Market Conditions and Outlook

Industry sources such as CB Richard Ellis Econometric Advisors calculate vacancy based on square footage. In keeping with industry standards, the Account’s vacancy data is calculated as a percentage of net rentable space leased, weighted by square footage that is under contractual lease obligation in effect at the end of the period.

Commercial real estate markets and sales activity remained healthy during the first quarter of 2015. Data from CB Richard Ellis Econometric Advisors (“CBRE-EA”) indicates tenant demand for space remained steady across all sectors. Construction has increased from the lows of recent years but remains moderate, and real estate market fundamentals improved further in all property sectors during the first quarter. Data from Real Capital Analytics indicates that sales of office, industrial, retail, multi-family, and hotel properties totalled $124 billion in the first quarter of 2015, up from $84 billion in the first quarter of 2014, and similar to fourth quarter 2014’s total.

Green Street Advisors’ Commercial Property Price Index (“CPPI”) was unchanged during the first quarter of 2015 as compared with a 2.8% gain in the fourth quarter of 2014. However, property values have increased by 11% over the past 12 months, and Green Street notes that “prices of institutional-quality commercial real estate are now about 15% higher than the peak levels reached at the top of the last cycle.”

The NAREIT All Equity REIT index return was 4.0% during the first quarter of 2015 following a gain of 12.9% in the fourth quarter of 2014. Despite the recent increases, Green Street Advisors concluded in its April 1, 2015 Real Estate Securities Monthly that REIT prices were “fairly valued” based on a comparison of current and prospective REIT yields and returns with those of private real estate as well as fixed income investments like corporate and high-yield bonds.

Commercial property returns were positive for the 21st consecutive quarter in the first quarter of 2015. For the quarter ending March 31, 2015, preliminary NCREIF Fund Index Open-End Diversified Core Equity (“NFI-ODCE”) returns were 3.40%, consisting of a 1.19% income return and a 2.21% capital return. By comparison, the total return for fourth quarter 2014 was 2.88%. The NFI-ODCE is a leveraged fund-level return index which includes property investments at ownership share, cash balances, and other investments.

Data for the Account’s top five markets in terms of market value as of March 31, 2015 are provided below. These markets represent 53.5% of the Account’s total real estate portfolio.

 

 

 

 

 

 

 

 

 

Top 5 Metro Areas by Fair Market Value

 

Account % Leased
Fair Market Value
Weighted*

 

Number of
Property
Investments

 

Metro Area
Fair Market
Value as a %
of Total
RE Portfolio

 

Metro Area
Fair Market
Value as a %
of Total
Investments

 

Washington-Arlington-Alexandria, DC-VA-MD-WV

 

 

 

80.2%

 

 

 

 

14

 

 

 

 

16.3%

 

 

 

 

11.6%

 

New York-White Plains-Wayne, NY-NJ

 

 

 

95.5%

 

 

 

 

9

 

 

 

 

13.6%

 

 

 

 

9.6%

 

Los Angeles-Long Beach-Glendale, CA

 

 

 

92.3%

 

 

 

 

13

 

 

 

 

11.2%

 

 

 

 

8.0%

 

Boston-Quincy, MA

 

 

 

86.4%

 

 

 

 

4

 

 

 

 

7.0%

 

 

 

 

5.0%

 

San Francisco-San Mateo-Redwood City, CA

 

 

 

93.5%

 

 

 

 

6

 

 

 

 

5.4%

 

 

 

 

3.9%

 

 

*

 

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

As discussed in detail below, the value weighted occupancy of properties in the Washington, DC metro area is low in large part because of two newly constructed apartment properties that were vacant when acquired and are now in lease-up. In Boston, the percentage leased does not include recent leases at one of the

39


 

Account’s properties that have been executed but the space is not yet occupied by the new tenants, which would increase fair market value weighted occupancy to 90.3%.

Office

According to CBRE-EA, the national office vacancy rate declined to 13.9% in the first quarter of 2015 as compared to 14.0% in the fourth quarter of 2014. The vacancy rate for the Account’s office portfolio increased to 11.2% as of first quarter 2015 from 10.4% in the fourth quarter of 2014. The increase in the Account’s office vacancy rate was due primarily to increased vacancy in several of the Account’s properties in non-target markets such as Phoenix and Stamford, CT. As shown in the table below, the average vacancy rate of the Account’s properties in all but of one its top five markets was below their respective market averages. In Washington DC, the Account’s top office market, the average vacancy rate of the Account’s properties declined to 13.6% and has declined gradually in recent quarters although market leasing activity remains slow as a result of weaker demand from federal government agencies. The average vacancy of the Account’s properties in Boston declined to 12.7% in the quarter due to recent leasing but remains above the market average of 10.3%. However, the Account’s current vacancy rate does not include several leases at one of the Account’s properties that have been executed but the space is not yet occupied by new tenants. Upon occupancy, the average vacancy will be reduced to 9.6%.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         

Account Square
Foot Weighted
Average Vacancy

 

Market
Vacancy*

 

 

 

Sector

 

Metropolitan Area

 

Total Sector
by Metro Area
($M)

 

% of Total
Investments

 

2015 Q1

 

2014 Q4

 

2015 Q1

 

2014 Q4

 

Office

 

Account/Nation

       

 

 

 

11.2%

 

 

 

 

10.4%

 

 

 

 

13.9%

 

 

 

 

14.0%

 

 

1

 

Washington-Arlington-Alexandria, DC-VA-MD-WV

 

 

$

 

1,510.6

 

 

 

 

6.6%

 

 

 

 

13.6%

 

 

 

 

14.4%

 

 

 

 

16.2%

 

 

 

 

16.3%

 

2

 

Boston-Quincy, MA

 

 

$

 

1,101.7

 

 

 

 

4.8%

 

 

 

 

12.7%

 

 

 

 

17.5%

 

 

 

 

10.3%

 

 

 

 

10.7%

 

3

 

New York-White Plains-Wayne, NY-NJ

 

 

$

 

852.1

 

 

 

 

3.7%

 

 

 

 

7.1%

 

 

 

 

7.0%

 

 

 

 

9.3%

 

 

 

 

9.2%

 

4

 

Los Angeles-Long Beach-Glendale, CA

 

 

$

 

773.0

 

 

 

 

3.4%

 

 

 

 

9.3%

 

 

 

 

6.3%

 

 

 

 

15.0%

 

 

 

 

15.1%

 

5

 

San Francisco-San Mateo-Redwood City, CA

 

 

$

 

662.5

 

 

 

 

2.9%

 

 

 

 

4.1%

 

 

 

 

6.3%

 

 

 

 

7.1%

 

 

 

 

7.3%

 

 

*

 

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

Historically, the financial services sector has been a significant source of office space demand; however, demand collapsed during the recent period of economic decline. More recently, new industry regulations have slowed companies’ appetite for new space. However, demand may soon pick up, as the financial services sector added 34,000 jobs in the first quarter and 135,000 in 2014 as a whole. Professional and business services have also been a significant source of demand, particularly over the past year as the sector added 100,000 jobs in the first quarter and 700,000 in all of 2014. One exception within the sector has been legal services where employment is growing slowly and firms are economizing on space by reducing per employee space allocations and eliminating conference rooms and libraries, a law industry trend which is likely to persist in 2015 and beyond. Demand from traditional office users has been supplemented by robust demand from technology, media and entertainment companies in markets such as San Francisco, Seattle, Los Angeles, and New York. Houston, on the other hand, had benefited from growth in energy-related industries but the recent sharp decline in the price of oil has reduced the employment and space demand of energy companies. However, overall job growth in Houston has continued, albeit at a slower pace. On the whole, continued improvement in office market conditions during 2015 appears likely given recent employment and office employment growth trends.

Industrial

Industrial market conditions are influenced to a large degree by growth in GDP, industrial production and international trade flows. U.S. industrial market conditions continued to improve in the first quarter due to

40


 

ongoing growth in U.S. GDP coupled with healthy global trade flows. Industrial production declined by 1% in the first quarter, which was the first quarterly decline since second quarter 2009; however, a 60% drop in oil and gas well drilling and servicing was the primary reason for the decline. Coastal port markets continue to benefit from the growth in trade. During the first quarter of 2015, the national industrial availability rate fell to 10.1% as compared to 10.3% in the fourth quarter of 2014. The national industrial availability rate has declined steadily from a peak of 14.5% in mid-2010.

The vacancy rate for the Account’s industrial property portfolio averaged 12.5% in the first quarter of 2015 compared with 12.4% in the fourth quarter of 2014. The Account’s vacancy rate is above the national average largely due to two recent acquisitions which were vacant at the time of acquisition and are in their initial lease-up. These two investments are newly constructed, high quality properties in target markets with strong long term growth prospects. Excluding these two properties, the vacancy rate of the Account’s industrial property portfolio averaged 10.0%. As shown in the table below, the vacancy rate of the Account’s properties in two of its top five industrial markets remained below their respective market averages, and the Account’s vacancy rate was in-line with the market average in a third market. In Riverside, the Account’s top market, the average vacancy rate of the Account’s properties averaged 6.1%. Excluding a recently constructed property that was vacant when acquired, all of the space in the Account’s other Riverside properties remained fully leased. The average vacancy rate in the Account’s Ft. Lauderdale properties remained elevated as space vacated by the past move-out of a large tenant from one of the Account’s properties is being marketed to accommodate the moderate-sized tenants that are more prevalent in the market. The increase in the average vacancy rate of the Los Angeles properties was due to small tenant turnover at one of the Account’s larger properties. Prospective tenant interest in the available spaces has been strong.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         

Account Square
Foot Weighted
Average Vacancy

 

Market
Availability*

 

 

 

Sector

 

Metropolitan Area

 

Total Sector
by Metro Area
($M)

 

% of Total
Investments

 

2015 Q1

 

2014 Q4

 

2015 Q1

 

2014 Q4

 

Industrial

 

Account/Nation

       

 

 

 

12.5%

 

 

 

 

12.4%

 

 

 

 

10.1%

 

 

 

 

10.3%

 

 

1

 

Riverside-San Bernardino-Ontario, CA

 

 

$

 

727.4

 

 

 

 

3.2%

 

 

 

 

6.1%

 

 

 

 

6.1%

 

 

 

 

7.5%

 

 

 

 

7.8%

 

2

 

Los Angeles-Long Beach-Glendale, CA

 

 

$

 

244.5

 

 

 

 

1.1%

 

 

 

 

5.9%

 

 

 

 

2.3%

 

 

 

 

5.3%

 

 

 

 

5.5%

 

3

 

Dallas-Plano-Irving, TX

 

 

$

 

227.7

 

 

 

 

1.0%

 

 

 

 

5.1%

 

 

 

 

5.1%

 

 

 

 

10.6%

 

 

 

 

10.3%

 

4

 

Tacoma, WA

 

 

$

 

227.7

 

 

 

 

1.0%

 

 

 

 

6.9%

 

 

 

 

7.6%

 

 

 

 

6.6%

 

 

 

 

6.7%

 

5

 

Fort Lauderdale-Pompano Beach-Deerfield Beach, FL

 

 

$

 

169.1

 

 

 

 

0.7%

 

 

 

 

16.1%

 

 

 

 

16.2%

 

 

 

 

10.9%

 

 

 

 

10.5%

 

 

*

 

Source: CBRE-EA.

Market availability is the percentage of space available for rent. Account vacancy is the value-weighted percentage of unleased space.

Note—CBRE-EA considers Tacoma part of the Seattle industrial market. Market availability rates reflect the Seattle total.

Multi-Family

U.S. apartment markets remained tight. The national vacancy rate averaged 4.5% in the first quarter of 2015 as compared with 4.4% in the fourth quarter of 2014. Vacancy rates remained stable despite an increase in construction. Markets to date have readily absorbed recent construction but additional supply is slated to be delivered in 2015, and rent growth is expected to moderate as pent-up demand has largely been satisfied. Nonetheless, apartment market prospects remain promising due to favorable demographic trends and strengthening employment growth.

The vacancy rate of the Account’s multi-family portfolio averaged 9.8% in the first quarter of 2015 as compared with 9.9% in the fourth quarter of 2014. The portfolio vacancy rate is above the national average in large part due to the recent acquisition of two newly constructed properties which were vacant when acquired in order to gain access to high quality properties in a target market with strong long term prospects. Excluding these two properties, the vacancy rate of the Account’s portfolio averaged 7.6%. As shown in the table below, the average vacancy rate of the Account’s properties in Washington, DC, was 22.5% as

41


 

compared with the 4.9% market average. However, excluding two recently acquired properties, the average vacancy rate of the Account’s other Washington, DC apartment properties was 9.7%. In New York, the average vacancy rate of the Account’s properties declined to 5.2% due to the completion of the first phase of a renovation program at one of the Account’s properties and the releasing of those units. The renovation program, which required vacating several floors and combining units to create larger apartments, resulted in significant rent increases for new units. Additional unit renovations are planned in 2015. In Los Angeles, the average vacancy rate of properties owned by the Account remained above the market average at 7.7% due in part to ongoing renovation programs at two of the properties which requires units to be vacant for 30 days or more while renovations are completed and units are re-leased. The vacancy rate of the Account’s Houston properties declined to 8.0% despite weaker demand and new construction being delivered to the market.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         

Account Square
Foot Weighted
Average Vacancy

 

Market
Vacancy*

 

 

 

Sector

 

Metropolitan Area

 

Total Sector
by Metro Area
($M)

 

% of Total
Investments

 

2015 Q1

 

2014 Q4

 

2015 Q1

 

2014 Q4

 

Apartment

 

Account/Nation

       

 

 

 

9.8%

 

 

 

 

9.9%

 

 

 

 

4.5%

 

 

 

 

4.4%

 

 

1

 

New York-White Plains-Wayne, NY-NJ

 

 

$

 

802.9

 

 

 

 

3.5%

 

 

 

 

5.2%

 

 

 

 

6.2%

 

 

 

 

5.1%

 

 

 

 

5.2%

 

2

 

Washington-Arlington-Alexandria, DC-VA-MD-WV

 

 

$

 

787.7

 

 

 

 

3.5%

 

 

 

 

22.5%

 

 

 

 

23.8%

 

 

 

 

4.9%

 

 

 

 

4.8%

 

3

 

Los Angeles-Long Beach-Glendale, CA

 

 

$

 

515.7

 

 

 

 

2.3%

 

 

 

 

7.7%

 

 

 

 

7.8%

 

 

 

 

3.0%

 

 

 

 

2.9%

 

4

 

Denver-Aurora, CO

 

 

$

 

280.5

 

 

 

 

1.2%

 

 

 

 

4.6%

 

 

 

 

4.7%

 

 

 

 

3.6%

 

 

 

 

3.2%

 

5

 

Houston-Sugar Land-Baytown, TX

 

 

$

 

234.1

 

 

 

 

1.0%

 

 

 

 

8.0%

 

 

 

 

9.4%

 

 

 

 

5.4%

 

 

 

 

5.2%

 

 

*

 

Source: CBRE-EA.

Market vacancy is the percentage of units vacant. The Account’s vacancy is the value-weighted percentage of unleased units.

Retail

Retail sales growth was modest in the first quarter of 2015. Preliminary data from the U.S. Census Bureau showed that retail sales excluding motor vehicles and parts increased 0.9% in the first quarter as compared with first quarter 2014. Overall, sales growth was weak largely because of a 23% decline in sales at gasoline stations due to the sharp drop in gasoline prices. However, first quarter sales gains for furniture and home furnishings stores of 4.9%, clothing and accessories stores of 2.7%, and sporting goods, hobby, book and music stores of 5.3% were strong. While retail markets benefited from the growth in retail sales throughout 2014, there was minimal improvement in the first quarter of 2015. Availability rates in neighborhood and community centers averaged 11.5% in the first quarter of 2015, unchanged from the fourth quarter of 2014. The vacancy rate for the Account’s retail portfolio remained low, averaging 4.7% during the first quarter as compared with 4.4% in fourth quarter 2014. The vacancy rate of the Account’s retail portfolio remained below the national average due largely to the overall high quality of the retail portfolio. For example, regional malls, which generally have lower vacancy rates nationwide, account for approximately one-third of the portfolio’s square footage and have an average vacancy rate of just 1.2%.

Outlook

Commercial real estate fundamentals showed further improvement during the first quarter of 2015 due to stronger employment growth, minimal construction, and low interest rates. Competition for top properties remained intense, but commercial real estate continued to offer attractive returns relative to other asset classes. Market conditions remain strongest in metro areas with sizeable technology, medical and biotechnology sectors. Energy related markets experienced strong growth in 2013 and much of 2014 but are now grappling with the impacts of the sharp decline in oil prices which has caused oil companies to slash exploration budgets and begin layoffs. Conditions have also been weaker in metro areas with sizeable U.S. government and defense sectors and are likely to remain so until spending in those sectors recovers. While the regional outlook differs modestly, prospects for the U.S. economy as a whole are strong. However, the global economic outlook is less clear, and significant geopolitical risks remain. Nonetheless, the U.S.

42


 

economy appears positioned for continued growth even if the global economy softens, and real estate markets are likely to experience further improvement in 2015 if U.S. economic conditions fall in-line with economists’ forecasts.

The Account completed two acquisitions in the first quarter of 2015. The first was an office and retail building leased to a high quality international company in Manhattan’s popular “Meatpacking District”. The second involved an apartment fund which the Account had been invested since 2005. The Account had realized an attractive return on its investment; however, the fund was scheduled to be dissolved in 2015 per the original limited partnership agreement. The Account has reinvested a portion of its realized return in a note receivable convertible into units of a newly formed open end fund. There was one disposition of an office building in San Francisco during the quarter. Activities were consistent with the Account’s strategy of investing in high quality properties in target markets and managing overall exposure in target office markets.

Management continued to maintain the Account’s income returns through diligent property management and leasing in combination with expense management. As of the first quarter of 2015, the Account’s holdings were 90.1% leased as compared with 90.3% as of the fourth quarter of 2014. During the first quarter of 2015, the Account generated a 2.98% total return. The Account’s real estate assets generated a leveraged 3.98% total return. As shown in the graph below, real estate asset returns for the first quarter of 2015 were the twentieth consecutive quarter of positive income and capital returns.

Management intends to continue to manage the Account’s cash position in a manner that maintains adequate liquidity reserves for new property acquisitions, the potential redemption of units from participants, capital expenditures for existing properties, property and Account operating expenses, and the Account’s targeted cash holdings. Management plans to balance potential property acquisitions with expected financing and disposition activities while maintaining adequate cash reserves, with the ultimate goal of generating incremental Account returns, as wells as maintain the Account’s diversification across property sectors at or close to its current sector weightings. In addition to ongoing investment activities, management will carefully evaluate opportunities to place commercial mortgage debt on recent acquisitions and refinance existing debt on assets at lower interest rates in order to further reduce the Account’s overall weighted cost of capital. Management has significantly reduced the Account’s overall weighted cost of capital in recent years and believes that the current interest rate environment can still provide opportunities to further reduce the overall weighted cost of capital and benefit Account returns by locking in low cost long-term mortgage financing. However, refinancing activities will only be undertaken provided mortgage proceeds can be reinvested in real estate properties or other investments that will benefit overall Account returns.

A portion of the Account’s liquid assets is invested in publicly traded REITs, which provides incremental exposure to U.S. commercial real estate, an attractive dividend yield, and a high degree of liquidity. The Account’s $1.9 billion portfolio consists of a mix of REIT stocks that closely replicates the NAREIT All Equity REIT index, thereby providing the Account with exposure to a diverse mix of property types and geographic markets. By effectively replicating the index, the Account portfolio avoids the risks associated

43


 

with concentrated investments in any particular company or sector. The return profile of REITs is currently and has historically been favorable to corporate bonds and government agency debt, albeit with added short term volatility as compared to direct investments in commercial real estate property. The Account’s REIT investments, inclusive of dividends, generated a return of 3.9% during the first quarter of 2015, consistent with the strength in the overall REIT market during the quarter.

Based on the economic and real estate market outlook for 2015, management will maintain its focus on selected property types in target markets with an emphasis on high quality properties in prime urban locations and dense suburban locations where there is limited available land for additional development. These may include properties that have recently completed construction and have not yet begun leasing or are in their initial lease-up phase, and properties that are ground up development projects in selected markets with limited acquisition opportunities. This investment strategy will provide greater opportunity to gain access to properties in prime locations in major metropolitan areas which have exceptional long term prospects and which management expects will lease at a steady pace given local market conditions. Management is also considering select opportunities to purchase investments internationally as well as domestically in the student housing sector. Given initial cash-on-cash returns for new acquisitions, management will also evaluate prospective acquisitions based on short- and long-term growth potential, purchase price relative to replacement cost, and portfolio diversification benefits. Emphasis will be given to institutional quality properties with strong occupancy histories and favorable tenant rollover schedules. Management believes that a disciplined investment strategy coupled with further strengthening of the U.S. economy and U.S. real estate market conditions will position the Account for favorable long-term performance.

Investments as of March 31, 2015

As of March 31, 2015, the Account had total net assets of $20.6 billion, a 4.0% increase from December 31, 2014. The increase in the Account’s net assets from December 31, 2014 to March 31, 2015 was primarily driven by net realized gains and appreciation in value of the Account’s investments.

As of March 31, 2015, the Account owned a total of 108 real estate investments (93 of which were wholly owned, 15 of which were held in joint ventures). The real estate portfolio included 29 office investments (including four held in joint ventures), 28 industrial investments (including one held in a joint venture), 29 apartment investments (including one held in a joint venture), 20 retail investments (including eight held in joint ventures), one 75% owned joint venture interest in a portfolio of storage facilities, and one fee interest encumbered by a ground lease. Of the real estate investments, 31 are subject to debt (including 11 joint venture investments).

The outstanding principal on mortgage loans payable on the Account’s wholly owned real estate portfolio as of March 31, 2015 was $2.1 billion. The Account’s proportionate share of outstanding principal on mortgage loans payable within its joint venture investments was $1.7 billion. The Account’s proportionate share of mortgage loans payable within its joint venture investments 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, 2015 was $3.8 billion, which represented a loan to value ratio of 15.6%. The Account currently has no Account-level debt.

Management believes that the Account’s real estate portfolio is diversified by location and property type. The Account’s largest investment, 1001 Pennsylvania Avenue located in Washington, DC, represented 5.0% of total real estate investments and 3.6% of total investments.

44


 

The following charts reflect the diversification of the Account’s real estate assets by region and property type and list its ten largest investments. All information is based on the fair values of the investments at March 31, 2015.

Diversification by Fair Value(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

East

 

West

 

South

 

Midwest

 

Total

Office

 

 

 

22.2

%

 

 

 

 

13.9

%

 

 

 

 

7.0

%

 

 

 

 

0.3

%

 

 

 

 

43.4

%

 

Apartment

 

 

 

10.7

%

 

 

 

 

8.7

%

 

 

 

 

3.5

%

 

 

 

 

 

 

 

 

22.9

%

 

Retail

 

 

 

4.1

%

 

 

 

 

4.0

%

 

 

 

 

8.1

%

 

 

 

 

0.3

%

 

 

 

 

16.5

%

 

Industrial

 

 

 

1.4

%

 

 

 

 

7.8

%

 

 

 

 

3.9

%

 

 

 

 

0.9

%

 

 

 

 

14.0

%

 

Other(2)

 

 

 

2.8

%

 

 

 

 

0.2

%

 

 

 

 

0.1

%

 

 

 

 

0.1

%

 

 

 

 

3.2

%

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

41.2

%

 

 

 

 

34.6

%

 

 

 

 

22.6

%

 

 

 

 

1.6

%

 

 

 

 

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 interest in Storage Portfolio investment and a fee interest encumbered by a ground lease real estate investment.

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

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

Top Ten Largest Real Estate Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Investment Name

 

City

 

State

 

Type

 

Fair Value
(in millions)
(1)

 

Property as a
% of Total
Real Estate
Portfolio

 

Property as a
% of Total
Investments

1001 Pennsylvania Avenue

 

Washington

 

DC

 

Office

 

 

$

 

815.6

(2)

 

 

 

 

5.0

%

 

 

 

 

3.6

%

 

The Florida Mall

 

Orlando

 

FL

 

Retail

 

 

 

595.5

(3)

 

 

 

 

3.7

%

 

 

 

 

2.6

%

 

99 High Street

 

Boston

 

MA

 

Office

 

 

 

487.2

(4)

 

 

 

 

3.0

%

 

 

 

 

2.1

%

 

Colorado Center

 

Santa Monica

 

CA

 

Office

 

 

 

474.4

(5)

 

 

 

 

2.9

%

 

 

 

 

2.1

%

 

DDR Joint Venture

 

Various

 

USA

 

Retail

 

 

 

461.2

(6)

 

 

 

 

2.8

%

 

 

 

 

2.0

%

 

Fourth and Madison

 

Seattle

 

WA

 

Office

 

 

 

455.0

(7)

 

 

 

 

2.8

%

 

 

 

 

2.0

%

 

425 Park Avenue

 

New York

 

NY

 

Land

 

 

 

425.0

 

 

 

 

2.6

%

 

 

 

 

1.9

%

 

501 Boylston Street

 

Boston

 

MA

 

Office

 

 

 

408.0

 

 

 

 

2.5

%

 

 

 

 

1.8

%

 

780 Third Avenue

 

New York

 

NY

 

Office

 

 

 

405.2

(8)

 

 

 

 

2.5

%

 

 

 

 

1.8

%

 

Ontario Industrial Portfolio

 

Ontario

 

CA

 

Industrial

 

 

 

395.5

 

 

 

 

2.4

%

 

 

 

 

1.7

%

 

 

(1)

 

Fair Value as reported in the March 31, 2015 Consolidated Schedule of Investments. Investments owned 100% by the Account are reported based on fair value. Investments in joint ventures are reported at fair value and are presented at the Account’s ownership interest.

 

(2)

 

This property is presented gross of debt. The value of the Account’s interest less the fair value of leverage is $476.2 million.

 

(3)

 

This property is held in a joint venture with Simon Property Group, L.P., in which the Account holds a 50% interest, and is presented net of debt. As of March 31, 2015, this debt had a fair value of $192.0 million.

 

(4)

 

This property is presented gross of debt. The value of the Account’s interest less the fair value of leverage is $302.2 million.

 

(5)

 

This property is held in a joint venture with EOP Operating LP, in which the Account holds 50% interest, and is presented net of debt. As of March 31, 2015, this debt had a fair value of $125.0 million.

 

(6)

 

This investment is held in a joint venture with DDR Corp, in which the Account holds an 85% interest, and consists of 26 retail properties located in 11 states and is presented net of debt. As of March 31, 2015, this debt had a fair value of $689.4 million.

 

(7)

 

This property is presented gross of debt. The value of the Account’s interest less the fair value of leverage is $253.5 million.

 

(8)

 

This property is presented gross of debt. The value of the Account’s interest less the fair value of leverage is $235.0 million.

At March 31, 2015, the Account held 71.1% of its total investments in real estate and real estate joint ventures. The Account also held investments in government agency notes representing 12.1% of total investments, real estate-related equity securities representing 8.2% of total investments, U.S. Treasury

45


 

securities representing 8.0% of total investments, real estate limited partnerships representing 0.2% of total investments and a convertible note receivable representing 0.4% of total investments.

Results of Operations

Three months ended March 31, 2015 compared to three months ended March 31, 2014

Performance

The Account’s total return was 2.98% for the three months ended March 31, 2015 as compared to 2.33% for the three months ended March 31, 2014. The Account’s annualized total returns over the past one, three, five, and ten year periods ended March 31, 2015 were 12.93%, 10.54%, 12.73%, and 4.92%, respectively. As of March 31, 2015, the Account’s annualized total return since inception was 6.50%.

Net Investment Income

The table below shows the results of operations for the first quarter March 31, 2015 and 2014 and the dollar and percentage changes for those periods (dollars in millions, unaudited).

 

 

 

 

 

 

 

 

 

 

 

For the Three
Months Ended
March 31,

 

Change

 

2015

 

2014

 

$

 

%

INVESTMENT INCOME

 

 

 

 

 

 

 

 

Real estate income, net:

 

 

 

 

 

 

 

 

Rental income

 

 

$

 

217.0

 

 

 

$

 

215.8

 

 

 

$

 

1.2

 

 

 

 

0.6

%

 

 

 

 

 

 

 

 

 

 

Real estate property level expenses and taxes:

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

51.1

 

 

 

 

52.2

 

 

 

 

(1.1

)

 

 

 

 

-2.1

%

 

Real estate taxes

 

 

 

35.3

 

 

 

 

32.7

 

 

 

 

2.6

 

 

 

 

8.0

%

 

Interest expense

 

 

 

23.3

 

 

 

 

24.1

 

 

 

 

(0.8

)

 

 

 

 

-3.3

%

 

 

 

 

 

 

 

 

 

 

Total real estate property level expenses and taxes

 

 

 

109.7

 

 

 

 

109.0

 

 

 

 

0.7

 

 

 

 

0.6

%

 

 

 

 

 

 

 

 

 

 

Real estate income, net

 

 

 

107.3

 

 

 

 

106.8

 

 

 

 

0.5

 

 

 

 

0.5

%

 

Income from real estate joint ventures and limited partnerships

 

 

 

31.7

 

 

 

 

32.1

 

 

 

 

(0.4

)

 

 

 

 

-1.2

%

 

Interest

 

 

 

1.4

 

 

 

 

0.8

 

 

 

 

0.6

 

 

 

 

75.0

%

 

Dividends

 

 

 

9.0

 

 

 

 

8.2

 

 

 

 

0.8

 

 

 

 

9.8

%

 

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENT INCOME

 

 

 

149.4

 

 

 

 

147.9

 

 

 

 

1.5

 

 

 

 

1.0

%

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Investment advisory charges

 

 

 

20.0

 

 

 

 

17.9

 

 

 

 

2.1

 

 

 

 

11.7

%

 

Administrative charges

 

 

 

12.9

 

 

 

 

11.0

 

 

 

 

1.9

 

 

 

 

17.3

%

 

Distribution charges

 

 

 

5.3

 

 

 

 

4.3

 

 

 

 

1.0

 

 

 

 

23.3

%

 

Mortality and expense risk charges

 

 

 

0.2

 

 

 

 

0.2

 

 

 

 

 

 

 

 

0.0

%

 

Liquidity guarantee charges

 

 

 

7.5

 

 

 

 

7.6

 

 

 

 

(0.1

)

 

 

 

 

-1.3

%

 

 

 

 

 

 

 

 

 

 

TOTAL EXPENSES

 

 

 

45.9

 

 

 

 

41.0

 

 

 

 

4.9

 

 

 

 

12.0

%

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME, NET

 

 

$

 

103.5

 

 

 

$

 

106.9

 

 

 

$

 

(3.4

)

 

 

 

 

-3.2

%

 

 

 

 

 

 

 

 

 

 

Rental Income:

Rental income increased $1.2 million, or 0.6%, primarily as a result of increases in the office and industrial sectors driven by increases in occupancy and rental rates, partially offset by real estate investment dispositions.

Operating Expenses:

Operating expenses decreased $1.1 million, or 2.1%, due to reductions in various expenses across the wholly owned real estate portfolio.

46


 

Real Estate Taxes:

Real estate taxes increased $2.6 million, or 8.0%, as a result of higher property tax assessments resulting from increases in value, most notably in the office sector. Additional increases were associated with the net acquisitions and sales of real estate investments.

Interest Expense:

Interest expense decreased primarily as a result of the payoff of mortgage loans associated with sold properties.

Income from Real Estate Joint Ventures and Limited Partnerships:

Income from real estate joint ventures and limited partnerships decreased as a result of slightly lower dividends from the Account’s joint venture and limited partnership investments relative to the comparable quarter.

Interest and Dividend Income:

Interest and dividend income remained relatively consistent as a ratio of marketable securities held and when compared to the same period in 2014.

Expenses:

The Account’s expenses increased $4.9 million or 12.0%. Investment advisory, administrative, and distribution charges are costs charged to the Account associated with managing the Account. These costs have fixed and variable components, the latter of which generally correspond to the level of the Account’s net assets under management and other cost drivers. Investment advisory, administrative, and distribution charges were 0.76% and 0.77%, annualized, of average net assets for the first three months of 2015 and 2014, respectively.

Mortality and expense risk and liquidity guarantee charges are contractual charges to the Account from TIAA for TIAA’s assumption of these risks and provision of the guarantee. The rate for these charges is established annually effective May 1 for each twelve month period ending each April 30 and is charged based on the Account’s net assets. While net assets increased for the first three months of 2015 compared to 2014, liquidity guarantee charges decreased as a result of the change in deduction rates effective May 1, 2014.

47


 

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

The table below shows the net realized and unrealized gains and losses on investments and mortgage loans payable for the three months ended March 31, 2015 and 2014 and the dollar and percentage changes for those periods (dollars in millions, unaudited).

 

 

 

 

 

 

 

 

 

 

 

For the Three
Months Ended
March 31,

 

Change

 

2015

 

2014

 

$

 

%

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND MORTGAGE LOANS PAYABLE

 

 

 

 

 

 

 

 

Net realized gain (loss) on investments:

 

 

 

 

 

 

 

 

Real estate properties

 

 

$

 

216.9

 

 

 

$

 

(1.0

)

 

 

 

$

 

217.9

 

 

 

 

N/M

 

Real estate joint ventures and limited partnerships

 

 

 

169.5

 

 

 

 

0.2

 

 

 

 

169.3

 

 

 

 

N/M

 

Marketable securities

 

 

 

27.4

 

 

 

 

17.3

 

 

 

 

10.1

 

 

 

 

58.4

%

 

 

 

 

 

 

 

 

 

 

Total realized gain on investments:

 

 

 

413.8

 

 

 

 

16.5

 

 

 

 

397.3

 

 

 

 

N/M

 

 

 

 

 

 

 

 

 

 

Net change in unrealized appreciation (depreciation) on:

 

 

 

 

 

 

 

 

Real estate properties

 

 

 

(44.5

)

 

 

 

 

106.4

 

 

 

 

(150.9

)

 

 

 

 

N/M

 

Real estate joint ventures and limited partnerships

 

 

 

104.9

 

 

 

 

63.3

 

 

 

 

41.6

 

 

 

 

65.7

%

 

Marketable securities

 

 

 

34.9

 

 

 

 

105.1

 

 

 

 

(70.2

)

 

 

 

 

-66.8

%

 

Mortgage loans payable

 

 

 

(18.7

)

 

 

 

 

(2.2

)

 

 

 

 

(16.5

)

 

 

 

 

N/M

 

 

 

 

 

 

 

 

 

 

Net change in unrealized appreciation on investments and mortgage loans payable

 

 

 

76.6

 

 

 

 

272.6

 

 

 

 

(196.0

)

 

 

 

 

-71.9

%

 

 

 

 

 

 

 

 

 

 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND MORTGAGE LOANS PAYABLE

 

 

$

 

490.4

 

 

 

$

 

289.1

 

 

 

$

 

201.3

 

 

 

 

69.6

%

 

 

 

 

 

 

 

 

 

 

N/M—Not meaningful

Real Estate Properties, Joint Ventures and Limited Partnerships:

Net realized in the Account are primarily due to the sale of wholly owned real estate property investments and real estate property investments underlying the Account’s joint venture investments. See the Recent Transactions section herein for additional disclosure regarding the sale of the Account’s real estate property investments.

Real Estate Properties:

The Account’s wholly owned real estate investments experienced net realized and unrealized gains of $172.4 million during the first three months of 2015 compared to $105.4 million during the comparable period of 2014. The resulting $67.0 million net increase was primarily driven by newly acquired properties, improved occupancy, continued compression in capitalization rates, and increased market rents. The largest increases were in the office and industrial sectors, most notably in the Western region.

Real Estate Joint Ventures and Limited Partnerships:

The Account’s real estate joint ventures and limited partnerships experienced net realized and unrealized gains of $274.4 million during the first three months of 2015 compared to $63.5 million during the comparable period of 2014. Increases are primarily driven by improved occupancy, continued compression in capitalization rates, and increased market rents. The largest increases were in the office and retail sectors, most notably in the West and Southeast regions.

Marketable Securities:

The Account’s marketable securities positions experienced net realized and unrealized gains of $62.3 million during the first three months of 2015 compared to $122.4 million during the comparable period of 2014. During the first quarter of 2015, the markets for REITs in the U.S. increased at a slower rate as compared to

48


 

the comparable quarter as measured by the FTSE NAREIT All Equity REITs Index. The Account’s real estate related equity securities appreciated in line with these market movements.

Additionally, the Account held $4.6 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.

Mortgage Loans Payable:

Mortgage loans payable experienced unrealized losses of $18.7 million during the first quarter of 2015 compared to $2.2 million for the comparable period of 2014. Valuation adjustments to mortgage loans payable are highly dependent upon interest rates, investment return demands, and the performance of the underlying real estate investment. The Account’s mortgage loans increased in value when compared to the comparable quarter, primarily as a result of reductions in the U.S. Treasury rates.

Liquidity and Capital Resources

As of March 31, 2015 and December 31, 2014, the Account’s cash and cash equivalents and non-real estate-related marketable securities had a value of $4.6 billion and $3.9 billion, respectively (22.3% and 19.5% of the Account’s net assets at such dates, respectively).

Participant Flows: First Quarter 2015 compared to First Quarter 2014

During the first quarter of 2015, the Account received $663.6 million in premiums from participants offset by participant outflows of $472.7 million in annuity payments and withdrawals and death benefits. During the first quarter of 2014, the Account received $563.4 million in premiums from participants offset by participant outflows of $360.9 million in annuity payments, withdrawals and death benefits.

Net Income and Marketable Securities

The Account’s net investment income continues to be an additional source of liquidity for the Account. Net investment income was $103.5 million for the first quarter as compared to $106.9 million for the comparable period of 2014. Total net investment income decreased as described more fully in the Results of Operations section.

As of March 31, 2015, cash and cash equivalents, along with real estate-related and non-real estate related marketable securities comprised 31.4% of the Account’s net assets. The Account’s real estate-related marketable securities primarily consist of publicly traded REITs. The Account’s liquid assets continue to be available to purchase suitable real estate properties, meet the Account’s debt obligations, expense needs, and participant redemption requests (i.e., participant withdrawals or benefit payments).

Leverage

The Account may borrow money and assume or obtain a mortgage on a property to make leveraged real estate investments. Also, to meet any short-term cash needs, the Account may obtain a line of credit that may be unsecured and/or contain terms that may require the Account to secure the loan with one or more of its properties.

The Account is authorized to borrow money in accordance with its investment guidelines. Under the Account’s current investment guidelines, the Account’s loan to value ratio (as described below) is to be maintained at or below 30%. Such incurrences of debt from time to time may include:

 

 

placing new debt on properties;

 

 

refinancing outstanding debt;

 

 

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

 

 

long term extensions of the maturity date of outstanding debt.

49


 

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. As of March 31, 2015, one construction loan was held within the Account’s joint venture investment Four Oaks Place, L.P. At the time the Account (or a joint venture in which the Account is a partner) enters into a revolving line of credit, management deems the maximum amount which may be drawn under that line of credit as fully incurred, regardless of whether the maximum amount available has been drawn from time to time.

As of March 31, 2015, the Account’s ratio of outstanding principal amount of debt (inclusive of the Account’s proportionate share of debt held within its joint venture investments) to total gross asset value (i.e., a “loan to value ratio”) was 15.6%. 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.

As of March 31, 2015, $338.0 million in principal amount of mortgage obligations secured by real estate investments wholly owned by the Account are obligated to be paid over the next 12 months. The Account currently has sufficient liquidity in the form of cash and cash equivalents and short term securities to meet its current mortgage obligations.

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

Recent Transactions

The following describes property transactions by the Account during the first quarter of 2015. 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. The Account is responsible for operating expenses not reimbursed under the terms of a lease. All rental rates are quoted on an annual basis unless otherwise noted.

Purchases

837 Washington Street—New York, NY

On January 30, 2015, the Account purchased a six-story, 55,497 square foot office building located in New York, New York for $190.8 million. At the time of purchase, the property was 100% leased.

Sales

50 Fremont Street—San Francisco, CA

On February 12, 2015, the Account sold an office property located in San Francisco, California for a net sales price of $621.4 million, realizing a gain from the sale of $216.9 million, the majority of which had been previously recognized as unrealized gains in the Account’s consolidated statements of operations. The Account’s cost basis in the property at the date of sale was $404.5 million. Concurrent with the sale of the property, a $200 million mortgage loan was extinguished.

Lion Gables Apartment Fund

On February 18, 2015, the Account’s 18.46% interest in the Lion Gables Apartment Fund was dissolved. The Account received $341.6 million as a result of the dissolution. Concurrent with the liquidation of the Account’s interest, the Account purchased a $100.0 million five year convertible note in a newly formed fund, CGMT REIT, L.P. The note is convertible into units of CGMT REIT, L.P.

50


 

Critical Accounting Policies

The consolidated financial statements of the Account are prepared in conformity with accounting principles generally accepted in the United States of America.

In preparing the Account’s consolidated financial statements, management is required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Determination of Investments at Fair Value: The Account reports all investments and investment related mortgage loans payable at fair value. The FASB has defined fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

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

Valuation of Real Estate Properties—Investments in real estate properties are stated at fair value, as determined in accordance with policies and procedures reviewed by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole. Accordingly, the Account does not record depreciation. Determination of fair value involves judgment because the actual fair value of real estate can be determined only by negotiation between the parties in a sales transaction. The Account’s primary objective when valuing its real estate investments will be to produce a valuation that represents a reasonable estimate of the fair value of its investments. Implicit in the Account’s definition of fair value are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

 

 

Buyer and seller are typically motivated;

 

 

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

 

 

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

 

 

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

 

 

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

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

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

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.

51


 

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

The independent fiduciary, RERC, LLC, has been appointed by a special subcommittee of the Investment Committee of the Board to, among other things, oversee the appraisal process. The independent fiduciary must approve all independent appraisers used by the Account. All appraisals are performed in accordance with Uniform Standards of Professional Appraisal Practices, the real estate appraisal industry standards created by The Appraisal Foundation. Real estate appraisals are estimates of property values based on a professional’s opinion. Appraisals of properties held outside of the U.S. are performed in accordance with industry standards commonly applied in the applicable jurisdiction. These independent appraisers are always expected to be MAI-designated members of the Appraisal Institute (or its European equivalent, Royal Institute of Chartered Surveyors) and state certified appraisers from national or regional firms with relevant property type experience and market knowledge. Under the Account’s current procedures, each independent appraisal firm will be rotated off of a particular property at least every three years, although such appraisal firm may perform appraisals of other Account properties subsequent to such rotation.

Also, the independent fiduciary can require additional appraisals if factors or events have occurred that could materially change a property’s value (including those identified above) and such change is not reflected in the quarterly valuation review, or otherwise to ensure that the Account is valued appropriately. The independent fiduciary must also approve any valuation change of real estate-related assets where a property’s value changed by more than 6% from the most 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 below). The independent fiduciary reviews and approves all mortgage valuation adjustments before such adjustments are recorded by the Account. The Account continues to use the revised value for each real estate property and mortgage loan payable to calculate the Account’s daily net asset value until the next valuation review or appraisal.

Valuation of Real Estate Joint Ventures—Real estate joint ventures are stated at the fair value of the Account’s ownership interests of the underlying entities. The Account’s ownership interests are valued based on the fair value of the underlying real estate, any related mortgage loans payable, and other factors, such as ownership percentage, ownership rights, buy/sell agreements, distribution provisions and capital call obligations. Upon the disposition of all real estate investments by an investee entity, the Account will continue to state its equity in the remaining net assets of the investee entity during the wind down period, if any, which occurs prior to the dissolution of the investee entity.

Valuation of Real Estate Limited Partnerships—Limited partnership interests are stated at the fair value of the Account’s ownership in the partnership which are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investments. Since market quotations are not readily available, the limited partnership interests are valued at fair value as determined in good faith by management under the direction of the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.

52


 

Valuation of Marketable Securities—Equity securities listed or traded on any national market or exchange are valued at the last sale price as of the close of the principal securities market or exchange on which such securities are traded or, if there is no sale, at the mean of the last bid and asked prices on such market or exchange, exclusive of transaction costs.

Debt securities with readily available market quotations, other than money market instruments, are generally valued at the most recent bid price or the equivalent quoted yield for such securities (or those of comparable maturity, quality and type). Debt securities for which market quotations are not readily available, are valued at fair value as determined in good faith by the Investment Committee of the Board and in accordance with the responsibilities of the Board as a whole.

Short-term investments are valued in the same manner as debt securities, as described above.

Money market instruments are valued at amortized cost.

Equity and fixed income securities traded on a foreign exchange or in foreign markets are valued using their closing values under the valuation methods generally accepted in the country where traded, as of the valuation date. This value is converted to U.S. dollars at the exchange rate in effect on the valuation day. Under certain circumstances (for example, if there are significant movements in the United States markets and there is an expectation the securities traded on foreign markets will adjust based on such movements when the foreign markets open the next day), the Account may adjust the value of equity or fixed income securities that trade on a foreign exchange or market after the foreign exchange or market has closed.

Valuation of Mortgage Loans Payable—Mortgage loans payable are stated at fair value. The estimated fair value of mortgage loans payable are based on the amount at which the liability could be transferred to a third party exclusive of transaction costs. Mortgage loans payable are valued internally by TIAA’s internal appraisal department, as reviewed by the Account’s independent fiduciary, at least quarterly based on market factors, such as market interest rates and spreads for comparable loans, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral), the liquidity for mortgage loans of similar characteristics, the maturity date of the loan, the return demands of the market.

Valuation of Notes Receivable—Notes receivable are stated at fair value and are initially valued at the face amount of the note. Subsequently, notes receivable are valued quarterly based on market factors.

See Note 4—Assets and Liabilities Measured at Fair Value on a Recurring Basis for further discussion and disclosure regarding the determination of the fair value of the Account’s investments.

Foreign currency transactions and translation: Portfolio investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the end of the period. Purchases and sales of securities, income receipts and expense payments made in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the respective dates of the transactions. The effect of any changes in foreign currency exchange rates on portfolio investments and mortgage loans payable are included in net realized and unrealized gains and losses on real estate properties and mortgage loans payable. Net realized gains and losses on foreign currency transactions include disposition of foreign currencies, and currency gains and losses between the accrual and receipt dates of portfolio investment income and between the trade and settlement dates of portfolio investment transactions.

Accumulation and Annuity Funds: The accumulation fund represents the net assets attributable to participants in the accumulation phase of their investment (“Accumulation Fund”). The annuity fund represents the net assets attributable to the participants currently receiving annuity payments (“Annuity Fund”). The net increase or decrease in net assets from investment operations is apportioned between the accounts based upon their relative daily net asset values. Once an Account participant begins receiving lifetime annuity income benefits, payment levels cannot be reduced as a result of the Account’s adverse mortality experience. In addition, the contracts pursuant to which the Account is offered are required to stipulate the maximum expense charge for all Account level expenses that can be assessed, which is not to exceed 2.5% of average net assets per year. The Account pays a fee to TIAA to assume mortality and expense risks.

Accounting for Investments: The investments held by the Account are accounted for as follows:

Real Estate Properties—Rent from real estate properties consists of all amounts earned under tenant operating leases, including base rent, recoveries of real estate taxes and other expenses and charges for

53


 

miscellaneous services provided to tenants. Rental income is recognized in accordance with the billing terms of the lease agreements. The Account bears the direct expenses of the real estate properties owned. These expenses include, but are not limited to, fees to local property management companies, property taxes, utilities, maintenance, repairs, insurance, and other operating and administrative costs. An estimate of the net operating income earned from each real estate property is accrued by the Account on a daily basis and such estimates are adjusted when actual operating results are determined.

Real Estate Joint Ventures—The Account has limited ownership interests in various real estate joint ventures (collectively, the “joint ventures”). The Account records its contributions as increases to its investments in the joint ventures, and distributions from the joint ventures are treated as income within income from real estate joint ventures and limited partnerships in the Account’s consolidated statements of operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Income from the joint ventures is recorded based on the Account’s proportional interest of the income distributed by the joint ventures. Income earned by the joint ventures, but not yet distributed to the Account by the joint ventures is recorded as unrealized gains and losses.

Limited Partnerships—The Account has limited ownership interests in various private real estate funds (primarily limited partnerships) and a private real estate investment trust (collectively, the “limited partnerships”). The Account records its contributions as increases to the investments, and distributions from the investments are treated as income within income from real estate joint ventures and limited partnerships in the Account’s consolidated statements of operations. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses. Unrealized gains and losses are recorded based upon the changes in the net asset values of the limited partnerships as determined from the financial statements of the limited partnerships when received by the Account. Prior to the receipt of the financial statements from the limited partnerships, the Account estimates the value of its interest in good faith and will from time to time seek input from the issuer or the sponsor of the investment. Changes in value based on such estimates are recorded by the Account as unrealized gains and losses.

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

Realized and Unrealized Gains and Losses—Realized gains and losses are recorded at the time an investment is sold or a distribution is received in relation to an investment sale from a joint venture or limited partnership. Real estate transactions are accounted for as of the date on which the purchase or sale transactions for the real estate properties close (settlement date). The Account recognizes a realized gain on the sale of a real estate property to the extent that the contract sales price exceeds the cost-to-date of the property being sold. A realized loss occurs when the cost-to-date exceeds the sales price.

Unrealized gains and losses are recorded as the fair values of the Account’s investments are adjusted, and as discussed within the Real Estate Joint Ventures and Limited Partnerships sections above.

Net Assets—The Account’s net assets as of the close of each valuation day are valued by taking the sum of:

 

 

the value of the Account’s cash; cash equivalents, and short-term and other debt instruments;

 

 

the value of the Account’s other securities and other non-real estate assets;

 

 

the value of the individual real properties (based on the most recent valuation of that property) and other real estate-related investments owned by the Account;

 

 

an estimate of the net operating income accrued by the Account from its properties, other real estate-related investments and non-real estate-related investments (including short-term marketable securities) since the end of the prior valuation day; and

54


 

 

 

actual net operating income earned from the Account’s properties, other real estate-related investments and non-real estate-related investments (but only to the extent any such item of income differs from the estimated income accrued for on such investments),

and then reducing the sum by liabilities held within the Account, including the daily investment management fee, administration and distribution fees, mortality and expense fee, and liquidity guarantee fee, and certain other expenses attributable to operating the Account.

After the end of every quarter, the Account reconciles the amount of expenses deducted from the Account (which is established in order to approximate the costs that the Account will incur) with the expenses the Account actually incurred. If there is a difference, the Account adds it to or deducts it from the Account in equal daily installments over the remaining days of the following quarter. Material differences may be repaid in the current calendar quarter. The Account’s at-cost deductions are based on projections of Account assets and overall expenses, and the size of any adjusting payments will be directly affected by the difference between management’s projections and the Account’s actual assets or expenses.

Federal Income Taxes: Based on provisions of the Internal Revenue Code, Section 817, the Account is taxed as a segregated asset account of TIAA and as such, the Account should incur no material federal income tax attributable to the net investment activity of the Account.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Account’s real estate holdings, including real estate joint ventures, limited partnerships and a convertible note, which, as of March 31, 2015, represented 71.7% of the Account’s total investments, expose the Account to a variety of risks. These risks include, but are not limited to:

 

 

General Real Estate Risk—The risk that the Account’s property values or rental and occupancy rates could go down due to general economic conditions, a weak market for real estate generally, disruptions in the credit and/or capital markets, or changing supply and demand for certain types of properties;

 

 

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

 

 

Risk Relating to Property Sales—The risk that the Account might not be able to sell a property at a particular time for its full value, particularly in a poor market. This might make it difficult to raise cash quickly and also could lead to Account losses;

 

 

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

 

 

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

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

As of March 31, 2015, 28.3% of the Account’s total investments were comprised of marketable securities. Marketable securities include high-quality debt instruments (i.e., government agency notes) and REIT securities. The consolidated statements of investments for the Account sets forth the general financial terms of these instruments, along with their fair values, as determined in accordance with procedures described earlier in the Critical Accounting Policies section above and in Note 1—Organization and Significant Accounting Policies to the Account’s consolidated financial statements included herewith. As of the date of this report, the Account does not invest in derivative financial investments, nor does the Account engage in any hedging activity, although it may do so in selected circumstances in the future.

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

55


 

 

 

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

 

 

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

 

 

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

 

 

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

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

In addition to these risks, real estate equity securities (such as REIT stocks and mortgage-backed securities) would be subject to many of the same general risks inherent in real estate investing, making mortgage loans and investing in debt securities. For more information on the risks associated with all of the Account’s investments, see 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 President, Asset Management (Principal Executive Officer (“PEO”)) and TIAA’s Executive Vice President and Chief Financial Officer (Principal Financial Officer (“PFO”)), as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and participation of the registrant’s management, including the registrant’s PEO and PFO, the registrant conducted an evaluation 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, 2015. Based upon management’s review, the PEO and PFO concluded that the registrant’s disclosure controls and procedures were effective as of March 31, 2015.

(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.

56


 

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Account is party to various claims and routine litigation arising in the ordinary course of business. 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, 2014.

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

The Code of Ethics for TIAA’s senior financial officers, including its principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions, has been filed as an exhibit to the Account’s Annual Report on Form 10-K for the year ended December 31, 2014 and can also be found on the following two web sites, http://www.tiaa-cref.org/public/prospectuses/index.html and http://www.tiaa-cref.org/public/about/governance/corporate/annual-reports/index.html.

57


 

ITEM 6. EXHIBITS

 

 

 

 

 

(1)

 

(A)

 

Distribution Agreement for the Contracts Funded by the Registrant, dated as of January 1, 2008, by and among Teachers Insurance and Annuity Association of America, for itself and on behalf of the Registrant, and TIAA-CREF Individual & Institutional Services, LLC.4

(3)

 

(A)

 

Restated Charter of TIAA (as amended).8

 

 

(B)

 

Amended Bylaws of TIAA.9

(4)

 

(A)

 

Forms of RA, GRA, GSRA, SRA, IRA Real Estate Account Endorsements2, Keogh Contract,3 Retirement Select and Retirement Select Plus Contracts and Endorsements1 and Retirement Choice and Retirement Choice Plus Contracts.3

 

 

(B)

 

Forms of Income-Paying Contracts.2

 

 

(C)

 

Form of Contract Endorsement for Internal Transfer Limitation.6

(10)

 

(A)

 

Amended and Restated Independent Fiduciary Letter Agreement, dated as of February 2, 2015, between TIAA, on behalf of the Registrant, and RERC, LLC.7

 

 

(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.5

*(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, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Assets and Liabilities, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Net Assets, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.

 

 

*

 

Filed herewith.

 

**

 

Furnished electronically herewith.

 

(1)

 

Previously filed and incorporated herein by reference to the Registrant’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).

 

(2)

 

Previously filed and incorporated herein by reference to the Registrant’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).

 

(3)

 

Previously filed and incorporated herein by reference to the Registrant’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).

 

(4)

 

Previously filed and incorporated herein by reference to Exhibit 1(A) to the Registrant’s Registration Statement on Form S-1 filed with the Commission on March 15, 2013 (File No. 333-187309).

 

(5)

 

Previously filed and incorporated herein by reference to Exhibit 10.(b) to the Registrant’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).

 

(6)

 

Previously filed and incorporated herein by reference to Exhibit 4(C) to the Registrant’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).

 

(7)

 

Previously filed and incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 6, 2015 (File No. 33-92990).

 

(8)

 

Previously filed and incorporated herein by reference to Exhibit 3(A) to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on April 22, 2015 (File No. 333-202583).

 

(9)

 

Previously filed and incorporated herein by reference to Exhibit 3(B) to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on April 22, 2015 (File No. 333-202583).

58


 

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 7th day of May, 2015.

 

 

 

 

 

 

 

TIAA REAL ESTATE ACCOUNT

     

 

 

 

 

 

 

By:

 

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

     

 

 

 

 

May 7, 2015

 

By:

 

/s/ Robert G. Leary
       

 

 

 

 

Robert G. Leary
Executive Vice President and
President, Asset Management,
(Principal Executive Officer)

     

 

 

 

 

May 7, 2015

 

By:

 

/s/ Virginia M. Wilson
       

 

 

 

 

Virginia M. Wilson
Executive Vice President and
Chief Financial Officer,
(Principal Financial Officer)

59