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, 1996
[ ] 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
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
(IRS Employer Identification No.)
C/O TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
730 THIRD AVENUE
NEW YORK, NEW YORK
(address of principal executive offices)
10017-3206
(Zip code)
(212) 490-9000
(Registrant's telephone number including area code)
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 [ ]
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
INDEX TO UNAUDITED FINANCIAL STATEMENTS
OF THE TIAA REAL ESTATE ACCOUNT
MARCH 31, 1996
- -----------------------------------------------------------------------------
Page
----
Statements of Assets and Liabilities................................. 3
Statement of Operations.............................................. 4
Statement of Changes in Net Assets................................... 5
Statement of Cash Flows.............................................. 6
Notes to Financial Statements........................................ 7
Statement of Investments............................................. 13
2
<PAGE>
TIAA REAL ESTATE ACCOUNT
STATEMENTS OF ASSETS AND LIABILITIES
March 31, December 31,
1996 1995
---------- ------------
(Unaudited)
ASSETS
Investments, at value:
Real estate properties
(Cost: $67,598,241 and $43,989,665)......... $ 67,682,922 $ 43,989,665
Marketable securities
(Amortized cost: $77,789,647 and
$73,972,831)............................... 77,716,150 73,992,569
Cash.......................................... -- 396,787
Receivable from securities transactions....... 18,230,000 23,150,000
Other......................................... 1,610,506 1,648,400
------------ ------------
TOTAL ASSETS 165,239,578 143,177,421
------------ ------------
LIABILITIES
Payable for securities transactions.......... 18,284,952 22,788,035
Other........................................ 1,194,889 131,041
------------ ------------
TOTAL LIABILITIES 19,479,841 22,919,076
------------ ------------
NET ASSETS
Accumulation Fund........................... 145,694,176 120,258,345
Annuity Fund................................ 65,561 --
------------ ------------
TOTAL NET ASSETS $145,759,737 $120,258,345
============ ============
NUMBER OF ACCUMULATION UNITS
OUTSTANDING--Notes 6 and 7.................. 1,396,994 1,172,498
========= =========
NET ASSET VALUE,
PER ACCUMULATION UNIT--Note 6............... $104.29 $102.57
======= =======
See notes to financial statements.
3
<PAGE>
TIAA REAL ESTATE ACCOUNT
STATEMENT OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1996
INVESTMENT INCOME
Income:
Real estate income, net:
Rental income.............................................. $1,661,865
----------
Real estate property level expenses and taxes:
Operating expenses........................................ 317,871
Real estate taxes......................................... 192,519
----------
Total real estate property level expenses and taxes 510,390
----------
Real estate income, net 1,151,475
Interest.................................................... 1,146,347
Dividends................................................... 10,000
----------
TOTAL INCOME 2,307,822
Expenses--Note 3:
Investment advisory.......................................... 44,558
Administrative............................................... 75,176
Mortality and expense risk charges........................... 3,407
Liquidity guarantee charges.................................. 1,704
----------
TOTAL EXPENSES 124,845
Fees paid indirectly......................................... (237)
----------
NET EXPENSES 124,608
----------
INVESTMENT INCOME, NET 2,183,214
----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain on marketable securities.................. 40,605
----------
Net change in unrealized appreciation (depreciation) on:
Real estate properties..................................... 84,681
Marketable securities...................................... (93,235)
----------
Net change in unrealized appreciation (8,554)
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 32,051
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATION $2,215,265
==========
See notes to financial statements.
4
<PAGE>
TIAA REAL ESTATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1996
FROM OPERATIONS
Investment income, net...................................... $ 2,183,214
Net realized gain on marketable securities.................. 40,605
Net change in unrealized appreciation
on investments............................................. (8,554)
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 2,215,265
------------
FROM PARTICIPANT TRANSACTIONS
Premiums.................................................... 1,316,540
Disbursements and transfers:
Net transfers from TIAA.................................... 1,841,054
Net transfers from CREF Accounts........................... 20,205,764
Annuity and other periodic payments........................ (1,334)
Withdrawals................................................ (49,219)
Death benefits............................................. (26,678)
------------
INCREASE IN NET ASSETS RESULTING
FROM PARTICIPANT TRANSACTIONS 23,286,127
------------
NET INCREASE IN NET ASSETS 25,501,392
NET ASSETS
Beginning of period......................................... 120,258,345
-------------
End of period............................................... $145,759,737
============
See notes to financial statements.
5
<PAGE>
TIAA REAL ESTATE ACCOUNT
STATEMENT OF CASH FLOWS (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets
resulting from operations.................................. $ 2,215,265
Adjustments to reconcile net increase
in net assets resulting from operations
to net cash used in operating activities:
Increase in investments................................... (27,416,838)
Decrease in receivable from securities transactions....... 4,920,000
Decrease in other assets.................................. 37,894
Decrease in payable for securities transactions........... (4,503,083)
Increase in other liabilities............................. 1,063,848
-----------
NET CASH USED IN OPERATING ACTIVITIES (23,682,914)
-----------
CASH FLOWS FROM PARTICIPANT TRANSACTIONS
Premiums.................................................... 1,316,540
Disbursements and transfers:
Net transfers from TIAA.................................... 1,841,054
Net transfers from CREF Accounts........................... 20,205,764
Annuity and other periodic payments........................ (1,334)
Withdrawals................................................ (49,219)
Death benefits............................................. (26,678)
-----------
NET CASH PROVIDED BY PARTICIPANT TRANSACTIONS 23,286,127
-----------
NET DECREASE IN CASH (396,787)
CASH
Beginning of period......................................... 396,787
-----------
End of period............................................... $ --
===========
See notes to financial statements.
6
<PAGE>
TIAA REAL ESTATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS (Unaudited)
Note 1--Organization
The TIAA Real Estate Account ("Account") is a segregated investment account of
Teachers Insurance and Annuity Association of America ("TIAA") and was
established by resolution of TIAA's Board of Trustees 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 commenced operations on July 3, 1995 with a $100,000,000 seed money
investment by TIAA. TIAA purchased 1,000,000 Accumulation Units in the Account
and such Units share in the pro rata investment experience of the Account and
are subject to the same valuation procedures and expense deductions as all other
Accumulation Units of the Account. The initial registration statement of the
Account filed by TIAA with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933 became effective on October 2, 1995. The
Account began to offer Accumulation Units and Annuity Units to participants
other than TIAA starting October 2, and November 1, 1995, respectively. At March
31, 1996, amounts retained by TIAA in the Account remained at 1,000,000 units
with a total value of $104,291,200.
TIAA will redeem a portion of its seed money Accumulation Units monthly (at the
net asset value at the time of redemption), according to a five year repayment
schedule approved by the State of New York Insurance Department. This schedule
requires TIAA to begin redeeming the seed money Accumulation Units on October 2,
1997, or on the date the Account's net assets reach $200 million, whichever
comes first.
The investment objective of the Account is a favorable long-term rate of return
primarily through rental income and capital appreciation from real estate
investments owned by the Account. The Account will also invest in
publicly-traded securities and other instruments to maintain adequate liquidity
for operating expenses and capital expenditures and to make benefit payments.
TIAA employees, under the direction of TIAA's Board of Trustees and its Mortgage
Committee, manage the investment of the Account's assets 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, Institutional Property Consultants, Inc. TIAA also
provides all portfolio accounting and related services for the Account.
TIAA-CREF Individual & Institutional Services, Inc. ("Services"), a subsidiary
of TIAA which is registered with the
7
<PAGE>
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc., provides administrative and distribution services
pursuant to a Distribution and Administrative Services Agreement with the
Account.
Note 2--Significant Accounting Policies
The following is a summary of the significant accounting policies followed by
the Account, which are in conformity with generally accepted accounting
principles.
Valuation of Real Estate Properties: Investments in real estate properties are
stated at fair value, as determined in accordance with procedures approved by
the Mortgage Committee of the Board of Trustees and in accordance with the
responsibilities of the Board as a whole; accordingly, the Account does not
record depreciation. Fair value for real estate properties is defined as the
most probable price for which a property will sell in a competitive market under
all conditions requisite to a fair sale. Determination of fair value involves
subjective judgement because the actual market value of real estate can be
determined only by negotiation between the parties in a sales transaction. Real
estate properties owned by the Account are initially valued at their respective
purchase prices (including acquisition costs). Subsequently, independent
appraisers will value each real estate property at least once a year. The
independent fiduciary must approve all independent appraisers that the Account
uses. The independent fiduciary can also require additional appraisals if it
believes that a property's value has changed materially or otherwise to assure
that the Account is valued correctly. TIAA will perform a valuation review of
each real estate property on a quarterly basis and will update the property
value if it believes that the value of the property has changed since the
previous valuation review or appraisal. The independent fiduciary will review
and approve any such valuation adjustments which exceed certain prescribed
limits. TIAA will continue to use the revised value to calculate the Account's
net asset value until the next valuation review or appraisal.
Valuation of Marketable Securities: Equity securities listed or traded on any
United States national securities exchange are valued at the last sales price as
of the close of the principal securities exchange on which such securities are
traded or, if there is no sale, at the mean of the last bid and asked prices.
Short-term money market instruments are stated at market value. Portfolio
securities for which market quotations are not readily available are valued at
fair value as determined in good faith under the direction of the Mortgage
Committee of the Board of Trustees and in accordance with the responsibilities
of the Board as a whole.
8
<PAGE>
Accounting for Investments: 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). 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
paid 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 as soon
as actual operating results are determined. Realized gains and losses on real
estate transactions are accounted for under the specific identification method.
Securities transactions are accounted for as of the date the securities are
purchased or sold (trade date). Interest income is recorded as earned and, for
short-term money market instruments, includes accrual of discount and
amortization of premium. Dividend income is recorded on the ex-dividend date.
Realized gains and losses on security transactions are accounted for on the
average cost basis.
Federal Income Taxes: Based on provisions of the Internal Revenue Code, no
federal income taxes are attributable to the net investment experience of the
Account.
Note 3--Management Agreements
All services necessary for the operation of the Account are provided, at cost,
by TIAA and Services. TIAA provides investment management services for the
Account, while distribution and administrative services are provided by Services
in accordance with a Distribution and Administrative Services Agreement between
the Account and Services. TIAA also provides a liquidity guarantee to the
Account, for a fee, to ensure that 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 also
receives a fee for assuming certain mortality and expense risks.
Fee payments are made from the Account on a daily basis to TIAA and Services
according to formulas established each year with the objective of keeping the
fees as close as possible to the Account's actual expenses. Any differences
between actual expenses and daily charges are adjusted quarterly.
9
<PAGE>
TIAA and Services generally pay directly for all third-party services provided
for the benefit of the Account. "Soft-dollar" arrangements for brokerage and
other services are generally not utilized by the Account. However, certain
custodial fees are reduced based on the level of average cash balances on
deposit with a custodian bank during the period. The amount by which custodial
fees were reduced under these expense offset agreements is reflected in the
accompanying Statement of Operations as "Fees paid indirectly".
Note 4--Real Estate Properties
Had the Account's real estate properties which were purchased in 1996 been
acquired at the beginning of the current period (January 1, 1996), rental income
and real estate property level expenses and taxes would have increased by
approximately $612,000 and $172,000, respectively. In addition, interest income
would have decreased by approximately $273,000. Accordingly, the total pro forma
effect on the Account's net investment income would have been an increase of
approximately $167,000, if the real estate properties acquired during 1996 had
been acquired at the beginning of the period.
Note 5--Leases
The Account's real estate properties are leased to tenants under operating lease
agreements which expire on various dates through 2015. Aggregate minimum annual
rentals for the properties owned, excluding short-term residential leases, are
as follows:
Years Ending
December 31,
------------
1996 $ 4,113,000
1997 3,971,000
1998 3,814,000
1999 3,558,000
2000 3,149,000
Thereafter 17,398,000
-----------
Total $36,003,000
===========
Certain leases provide for additional rental amounts based upon the recovery of
actual operating expenses in excess of specified base amounts.
10
<PAGE>
Note 6--Condensed Financial Information
Selected condensed financial information for an Accumulation Unit of the Account
is presented below.
July 3, 1995
For the Three (Commencement
Months Ended of Operations) to
March 31, 1996 December 31, 1995
-------------- -----------------
Per Accumulation Unit Data:
Rental income................................ $ 1.293 $ 0.159
Real estate property
level expenses and taxes.................... .397 0.042
-------- --------
Real estate income, net .896 0.117
Dividends and interest....................... .900 2.716
-------- --------
Total income 1.796 2.833
Expense charges (1).......................... .097 0.298
-------- --------
Investment income, net 1.699 2.535
Net realized and unrealized gain
on investments.............................. .026 0.031
-------- --------
Net increase in Accumulation Unit Value....... 1.725 2.566
Accumulation Unit Value:
Beginning of period.......................... 102.566 100.000
-------- --------
End of period................................ $104.291 $102.566
======== ========
Total return.................................. 1.68% 2.57%
Ratios to Average Net Assets:
Expenses (1)................................. .09% 0.30%
Investment income, net....................... 1.65% 2.51%
Portfolio turnover rate....................... 0% 0%
Thousands of Accumulation Units
outstanding at end of period................. 1,397 1,172
(1) Expense charges per Accumulation Unit and the expense ratio to Average Net
Assets exclude real estate property level operating expenses and taxes. If
included, the expense charge per Accumulation Unit for the three months ended
March 31, 1996 would be $0.494 ($0.340 for the period July 3, 1995 through
December 31, 1995) and the expense ratio to Average Net Assets for the three
months ended March 31, 1996 would be 0.48% (0.34% for the period July 3, 1995
through December 31, 1995).
11
<PAGE>
Note 7--Accumulation Units
Changes in the number of Accumulation Units outstanding were as follows:
July 3, 1995
For the Three (Commencement
Months Ended of Operations) to
March 31, 1996 December 31, 1995
-------------- -----------------
Accumulation Units:
Credited for premiums
and TIAA seed money investment............ 12,726 1,004,905
Credited for net transfers
and disbursements......................... 211,770 167,593
Outstanding:
Beginning of period........................ 1,172,498 --
---------- ----------
End of period.............................. 1,396,994 1,172,498
========== ==========
Note 8--Commitments
During the normal course of business, the Account enters into discussions and
agreements to purchase or sell real estate properties. As of March 31, 1996, the
Account had outstanding commitments to purchase real estate properties (subject
to various closing conditions) of approximately $25.5 million.
12
<PAGE>
TIAA REAL ESTATE ACCOUNT
STATEMENT OF INVESTMENTS (Unaudited)
MARCH 31, 1996
REAL ESTATE PROPERTIES--46.55%
Location Description Value
-------- ----------- -----
Fridley, Minnesota(1) Industrial building................ $ 4,150,475
Orlando, Florida(1) Apartments......................... 12,513,328
El Paso, Texas(2) Industrial building................ 4,500,325
Atlanta, Georgia(1) Apartments......................... 15,658,163
Ocoee, Florida(1) Shopping center.................... 7,339,685
Phoenix, Arizona(1) Office building.................... 10,058,919
Raleigh, North Carolina(1) Shopping center.................... 6,663,681
Raleigh, North Carolina(1) Shopping center.................... 6,798,346
------------
TOTAL REAL ESTATE PROPERTIES
(Cost $67,598,241)....................................... 67,682,922
------------
- ----------
(1) Fee interest
(2) Leasehold interest
MARKETABLE SECURITIES--53.45%
Shares Issuer Value
------ ------ -----
REAL ESTATE INVESTMENT TRUSTS--1.45%:
23,000 Weeks Corporation.................................... 575,000
25,000 Avalon Properties.................................... 537,500
25,000 CBL & Associates Properties, Inc..................... 528,125
20,000 Colonial Properties.................................. 472,500
---------
TOTAL REAL ESTATE INVESTMENT TRUSTS
(Cost $2,171,524)..................................... 2,113,125
---------
See notes to financial statements.
13
<PAGE>
Par Value Issuer Value
- --------- ------ -----
COMMERCIAL PAPER--50.24%:
$ 3,310,000 AT&T Capital Corporation
5.18% 04/01/96................................ $ 3,309,573
4,925,000 Associates Corporation of America
5.43% 04/01/96................................ 4,924,433
8,140,000 Banco Bilboa Vizeaya
5.40% 04/04/96................................ 8,135,496
10,000,000 Bell Atlantic Finance
5.31% 04/15/96................................ 9,976,883
6,130,000 Cooper Industries
5.25% 04/02/96................................ 6,128,253
1,000,000 Dupont (E.I.) De Nemours & Co.
5.28% 04/01/96................................ 999,877
2,050,000 Ford Motor Credit Co.
5.30% 04/15/96................................ 2,045,260
2,570,000 Ford Motor Credit Co.
5.34% 04/15/96................................ 2,564,063
8,385,000 General Motors Acceptance Corp.
5.34% 04/10/96................................ 8,371,668
1,000,000 IBM Credit Corp.
5.32% 04/08/96................................ 998,757
8,150,000 Merrill Lynch & Co.
5.16% 04/01/96................................ 8,148,940
7,500,000 Pitney Bowes Credit
5.23% 05/15/96................................ 7,448,814
10,000,000 Xerox Corp.
5.20% 04/03/96................................ 9,995,778
------------
TOTAL COMMERCIAL PAPER
(Amortized cost $73,062,172).......................... 73,047,795
------------
GOVERNMENT AGENCIES--1.76%:
2,565,000 Federal National Mortgage Association
5.08% 04/26/96....................... 2,555,230
------------
TOTAL GOVERNMENT AGENCIES
(Amortized cost $2,555,951)....................... 2,555,230
------------
TOTAL MARKETABLE SECURITIES
(Amortized cost $77,789,647)............................... 77,716,150
------------
TOTAL INVESTMENTS--100.00%
(Amortized cost $145,387,888).............................. $145,399,072
============
See notes to financial statements.
14
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The TIAA Real Estate Account (the "Account") began operating on July 3,
1995 and interests in the Account began being offered to participants on October
2, 1995.
The Account's first real estate acquisition closed on November 22, 1995.
Through March 31, 1996, the Account acquired a total of eight real estate
properties, including two industrial properties, three neighborhood shopping
centers, one office property and two apartment complexes. The Account is in
various stages of negotiations with a number of prospective sellers for
additional real estate purchases.
Results of Operations
For the quarter ended March 31, 1996, the Account's net investment income,
after deduction of all expenses, was $2,183,214. In addition, the Account had
net realized and unrealized gains on investments of $32,051. This resulted in a
total return of 1.68% for the three months ended March 31, 1996 and a cumulative
total return of 3.02% for the period from October 2, 1995 (the initial effective
date of the Account's registration statement) to March 31, 1996. Approximately
half of the Account's investment income received during this quarter was
generated by short-term investments. However, as the Account approaches its goal
of being approximately 70% to 80% invested in real estate, the Account's future
investment income will be affected to a greater degree by its real estate
holdings. Assuming little change in current economic conditions, this increase
in real estate holdings should have a positive impact on the Account's total
return.
Gross real estate income for the quarter ended March 31, 1996 was
$1,661,865. Interest income on the Account's short-term investments totaled
$1,146,347 and its dividend income totaled $10,000 for the same period. Total
property-level expenses for the quarter were $510,390, of which $192,519 were
attributable to real estate taxes and $317,871 to other operating expenses. The
Account also incurred expenses for the quarter of $44,558 for investment
management services provided by TIAA, $75,176 for administrative and
distribution services provided by TIAA-CREF Individual and Institutional
Services, Inc., and $5,111 for the mortality and expense risks and liquidity
guarantee provided by TIAA.
Liquidity and Capital Resources
In addition to TIAA's initial $100 million seed money investment, the
Account has received over $40.9 million in
15
<PAGE>
premiums and net participant transfers from accumulations in other TIAA and CREF
accounts since it commenced operations through March 31, 1996, and has earned
$4,823,611 in net investment income. Real estate properties costing $67.6
million have been purchased through March 31, 1996. At March 31, 1996, the
Account's liquid assets (i.e., its short-term investments) were $77,716,150.
Much of this amount will be used by the Account to purchase additional suitable
real estate properties. The remaining assets will continue to be invested in
short-term instruments to meet expense needs and redemption requests (e.g., cash
withdrawals or transfers).
If the Account's cash flow from operating activities and participant
transactions is not enough to meet its cash needs including redemption requests,
the Account will fund redemptions by having TIAA's general account purchase
liquidity units, in accordance with the liquidity guarantee.
TIAA will begin redeeming the accumulation units related to its seed money
investment on October 2, 1997, or the date the Account's net assets reach $200
million, whichever comes first. After that, TIAA will redeem a portion of the
accumulation units related to its seed money investment monthly, according to a
five-year repayment schedule approved by the New York Insurance Department.
No major capital expenditures for any of the properties purchased through
March 31, 1996 were made or are expected to be made in 1996. There are no leases
expiring in the industrial or office properties in 1996 and only a small portion
of the leased space in the neighborhood shopping centers is due to expire in
1996. We do not expect the Account to incur any major construction costs or
leasing commissions in order to re-lease that space. For the apartment
complexes, we expect the Account to incur only routine recurring costs to
re-lease apartments that become vacant, i.e. painting and carpet cleaning or
replacement.
Effects of Inflation
In recent years, inflation has been modest. To the extent that inflation
may increase property operating expenses in the future, such increases can
generally be billed to tenants either through contractual lease provisions in
office, industrial, and retail properties or through rent increases in apartment
complexes. However, to the extent there is unrented space in a property, the
Account may not be able to recover the full amount of such increases in
operating expenses.
16
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
There are no material current or pending legal proceedings that the
Account is a party to, or to which the Account's assets are subject.
Item 2. CHANGES IN SECURITIES.
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
Not applicable.
Item 5. OTHER INFORMATION.
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
(3) (A) Charter of TIAA (as amended)*
(B) Bylaws of TIAA (as amended)*
(4) (A) Forms of RA, GRA, GSRA, SRA, and IRA Real Estate Account
Endorsements*
(B) Forms of Income-Paying Contracts*
(10) (A) Independent Fiduciary Agreement by and among TIAA, the
Registrant, and Institutional Property Consultants, Inc.*
(B) Custodial Services Agreement by and between TIAA and Morgan
Guaranty Trust Company of New York with respect to the Real
Estate Account*
(C) Distribution and Administrative Services Agreement by and between
TIAA and TIAA-CREF Individual & Institutional Services, Inc. (as
amended) (filed previously as Exhibit (1))*
(27) Financial Data Schedule of the Account's Financial Statements for the
three months ended March 31, 1996
- --------------------
* Incorporated herein by reference to Post-Effective Amendment No. 2 to the
Account's Registration Statement on Form S-1 filed April 30, 1996 (File No.
33-92990).
17
<PAGE>
(b) REPORTS ON 8-K. The Account filed reports on Form 8-K on January 3, 1996
and on March 1, 1996 under Item 5 of the form with respect to the acquisition of
properties for its portfolio.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: May 10, 1996
TIAA REAL ESTATE ACCOUNT
By: TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Peter C. Clapman
-------------------------------
Peter C. Clapman
Senior Vice President and
Chief Counsel, Investments
DATE: May 10, 1996
By: /s/ Richard L. Gibbs
-------------------------------
Richard L. Gibbs
Executive Vice President
(Principal Accounting Officer)
19
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000946155
<NAME> TIAA REAL ESTATE ACCOUNT
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
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