FINANCIAL INSTITUTIONS

CREDIT OPINION22 August 2019

Update

RATINGS

Teachers Ins. and Annuity Assoc. ofAmericaDomicile NEW YORK, New York,

United States

Long Term Rating Aa1

Type Insurance FinancialStrength

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Analyst Contacts

Michael Fruchter +1 (212) 553-3871VP-Sr Credit Officermichael.fruchter@moodys.com

Vincent Del Gatto 212-553-7749Associate Analystvincent.delgatto@moodys.com

Scott Robinson 212-553-3746Associate Managing Directorscott.robinson@moodys.com

Marc R. Pinto, CFA 212-553-4352Managing Directormarc.pinto@moodys.com

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

Teachers Ins. and Annuity Assoc. of AmericaUpdate following rating affirmation

Summary Rating RationaleMoody's Aa1 insurance financial strength (IFS) rating (stable outlook) of Teachers Insuranceand Annuity Association of America (TIAA), and its wholly-owned subsidiary TIAA-CREFLife Insurance Company (TC Life) reflect the company's dominant position in the higher-education pension market, its outstanding capital base, its expense advantages, and itsuniquely stable liability structure. These strengths are somewhat offset by increasedcompetition from other financial service providers in the higher education pension market,as well as the potential for investment losses and earnings volatility in a stress scenario,especially in commercial real estate related investments.

TC Life's Aa1 IFS rating is based upon TIAA's explicit support for TC Life. TIAA's support forTC Life includes a commitment by TIAA regarding TC Life's minimum capital and surplus,liquidity, limitation on transference of policies to other insurers, and the maintenance ofownership.

Exhibit 1

Moody's adjusted net income and return on capital (1 yr.)

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

0

200

400

600

800

1,000

1,200

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1,600

2014 2015 2016 2017 2018

Re

turn

on

avg

. Ca

pita

l (1 y

r. avg

RO

C)

Ne

t In

co

me

Adjusted net income attributable to common shareholders Return on avg capital (1 yr.)

Source: Moody's Investors Service; Company filings

This document has been prepared for the use of Mike Azevedo and is protected by law. It may not be copied, transferred or disseminated unlessauthorized under a contract with Moody's or otherwise authorized in writing by Moody's.

MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Credit strengths

» Dominant market presence in education and research institution market

» Unique liability structure - approximately 75% of TIAA's liabilities are not subject to discretionary withdrawal

» Outstanding capitalization

» Most liabilities pass actual investment experience through to policyholders

Credit challenges

» An earnings profile with modest profitability

» Slow growth of the company's core defined contribution pension market and increasing competition at employee participant levelat sponsoring institutions

» Significant exposure to alternative investments

OutlookThe outlook for TIAA's Aa1 IFS rating is stable. Items to watch for include the performance of Nuveen and TIAA Bank, TIAA’s ability toexpand into other markets, and any regulatory developments that could impact the retirement services market.

Factors that could lead to an upgrade

» Successful expansion in the company's core pension market and other related market segments such as municipalities and healthcare

» Improved asset quality as measured by Moody's stress losses

» Measured growth in the asset management business

Factors that could lead to a downgrade

» NAIC company action level risked-based capital (RBC) ratio declining below 400% for more than a short period of time or areduction in capital of more than 10% over a 12 month period

» Adjusted financial leverage of 20%

» Earnings coverage consistently below mid-single digits

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Key indicators table

Exhibit 2

Teachers Ins. and Annuity Assoc. of AmericaTeachers Ins. and Annuity Assoc. of America [1][2] 2018 2017 2016 2015 2014As Reported (US Dollar Millions)Total Assets 316,038 307,306 293,930 280,501 272,073Total Shareholders' Equity 38,112 36,350 35,598 34,731 33,911Net income (loss) attributable to common shareholders 1,438 1,050 1,492 1,214 967Total Revenue 31,554 31,101 31,856 27,599 26,909Moody's Adjusted RatiosHigh Risk Assets % Shareholders' Equity 135.8% 137.4% 128.2% 118.3% 112.3%Goodwill & Intangibles % Shareholders' Equity 0.0% 0.0% 0.0% 0.0% 0.0%Shareholders' Equity % Total Assets 11.6% 11.4% 11.5% 11.9% 12.5%Return on avg. capital (1 yr. avg ROC) 2.9% 3.2% 2.8% 2.2% 1.8%Sharpe Ratio of ROC (5 yr. avg) 468.7% 179.2% 158.6% 169.5% 236.4%Financial Leverage 12.8% 13.3% 12.3% 12.5% 12.3%Total Leverage 15.4% 16.0% 14.5% 14.8% 14.6%Earnings Coverage (1 yr.) 4.4x 4.9x 4.5x 3.5x 3.7xCash Flow Coverage (1 yr.) NA NA NA NA NA[1]Information based on SAP financial statements as of Fiscal YE December 31. [2]Certain items may have been relabeled and/or reclassified for global consistency.Source: Moody’s Investors Service; Company filings

ProfileTIAA and its sister organization, College Retirement Equities Fund (CREF), operate on a non-profit basis and specialize in providingretirement annuities for employees in the academic, medical, cultural, governmental and research fields. CREF offers equity orientedinvestments to TIAA-CREF plan participants. While TIAA itself has no direct exposure to CREF's financial performance, since the twoorganizations have an expense sharing arrangement, a decline in equity markets means that TIAA will be called upon to absorb anincreased proportion of the combined organization's expenses, placing pressure on TIAA's participant crediting rates.

TIAA purchased Nuveen Investments in 2014. Nuveen Finance, LLC (LT issuer rating Baa1 stable) does not have any significant assets,operations, revenues or cash flows other than those related to Nuveen Investments and Teachers Advisors, LLC. Its Baa1 ratingincorporates three notches of uplift from Nuveen's standalone credit profile to reflect implied financial support from TIAA. TotalNuveen assets under management of $1.02 trillion as of June 30, 2019 include $357 billion (35%) from third parties and $663 billion(65%) from TIAA channels.

TIAA acquired EverBank Financial Corp in 2017. The merger of EverBank into TIAA’s existing banking operations significantly expands thecompany’s banking and lending products and strengthens its retail distribution. In 2018, the banking operations were rebranded TIAABank. TIAA Bank has a weaker credit profile than TIAA which results from its modest competitive position and rapid expansion into newbusiness lines.

3 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Detailed credit considerationsMoody's rates TIAA Aa1 for insurance financial strength, which is the same as the adjusted aggregate profile indicated by the IFS ratingscorecard.

Insurance financial strength ratingThe key factors currently influencing the rating and outlook are:

Market position and brand – Dominant position and respected brand in retirement savings for the higher education and not for profitretirement marketsTIAA is a top five life group in the US when ranked by assets, but is focused on a very specialized market--the retirement savings ofeducators and non-profit research professionals. Though some large competitors such as Fidelity are continuing to show strong growthin the non-profit market, TIAA is by far the dominant provider of employer-sponsored savings plans in the higher education market(colleges and universities). Because of this intense focus and dominance in this segment, we have adjusted this factor to Aaa from theunadjusted A level.

Distribution – Salaried distribution force and strong relationships with sponsorsTIAA exclusively markets its primary products directly to plan participants through their employers via full-time TIAA staff. TIAAproducts are often the only retirement savings vehicle offered by the employer. The acquisitions of Nuveen and EverBank haveexpanded TIAA's reach into retail distribution channels, adding diversification.

Overall, because of the high degree of control of TIAA's salaried distribution force and the strong relationships with sponsoringemployers, we have adjusted the rating factor for this category to Aa from the unadjusted A level.

Product focus and diversification – Dividend flexibility and withdrawal restrictions unique in the industryTIAA's primary products are dividend-paying annuities sold through employer-sponsored retirement savings plans. The crediting rateson these annuities, while substantially in excess of those offered by competitors, also have dividend margins that can be adjusteddownward if the company is subject to financial stress, which the company has done during economic downturns to preserve capital.Most of these liabilities are also subject to extensive withdrawal restrictions, to an extent that is unique in the industry. Because of thecombination of these two factors, we have adjusted this rating factor to Aaa from the unadjusted A level.

The acquisitions of Nuveen and EverBank expanded TIAA's asset management and banking operations, which we view as significantlyless creditworthy than the insurance operations. Conversely, there are diversification benefits from adding more fee and bankingbusiness.

Asset quality – Significant private equity and real estate related investments, but modest impairmentsThe risk profile for TIAA's investment portfolio is good and with a high risk asset ratio of 135.8%, is consistent with Baa rated peers.However, we note this ratio is calculated using statutory capital, which is more conservative than the GAAP capital used by a numberof peers. Additionally, TIAA balances its high risk assets with a significant allocation to US Treasuries and Agency MBS that is larger thanmost of its peers.

The company takes advantage of its unique liability structure to invest in some less liquid assets such as private equity investmentsand real estate related securities. As of June 30, 2019, TIAA had $23.5 billion in affiliated private equity (8.9% of investment portfolio)and $7.1 billion in unaffiliated private equity (2.7% of investment portfolio). The company also had $3.1 billion (1.2% of investmentportfolio) in non-agency RMBS investments, $10.4 billion of CMBS (3.9% of the investment portfolio), and $31.0 billion (11.8% of theinvestment portfolio) in direct commercial mortgage lending. TIAA recorded other-than-temporary impairments of $914 million in2018 and $274 million in the first six months of 2019, which translates into approximately 35 and 10 basis points of impairments as apercentage of cash and invested assets, respectively. The impairments in 2018 were primarily driven by other long-term investments,specifically equity in its subsidiaries and unaffiliated private equity.

TIAA also held approximately $36.9 billion in public and private equity investments as of June 30, 2019. The bulk of the exposure,however, is concentrated in Nuveen. Although the acquisitions of Nuveen and EverBank did not increase TIAA's statutory accountingintangibles, they increased the company's exposure to intangibles when we “look through” the accounting.

Overall, we view the company's asset quality in line with A rated peers.

4 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Capital adequacy – Robust capital and flexibility to maintain strong capital in a stress scenarioTIAA had excellent capital adequacy based on the less refined metric of shareholders' equity as a percentage of total assets (11.6%at year-end 2018), which is in line with Moody's expectations for Aa-rated insurers. The company’s consolidated NAIC RBC ratio(company action level), which we believe is a better capitalization metric for US insurers given its risk adjusted orientation, was 438%at year-end 2018. Given the company’s high quality capital – it does not have any captives -- we consider TIAA's NAIC company actionlevel RBC ratio to be resilient. Due to U.S. tax reform TIAA’s RBC ratio, along with the rest of the industry’s, declined in 2018, despitethe same investment risk.

While the capital level would decline under a stress scenario, we believe that the company would still remain well capitalized. In adownside scenario, the company could protect its capital level by cutting dividends on its accumulating and payout annuities.

Because of the company's robust absolute capital level and the flexibility to maintain strong capital levels in the event of a stressscenario, we have moved the adjusted score on capital adequacy to Aaa from the unadjusted Aa level.

Profitability – Lower earnings metrics due to large capital baseBased on statutory financial results, TIAA's profitability metrics are low compared to the Aa rating benchmarks. TIAA's return on capital(ROC) averaged 2.6% for the five-year period ending 2018.

TIAA reported net income of $1.44 billion for 2018, up from $1.05 billion in 2017. The increase in net income was primarily due tohigher net investment income from other long-term investments and mortgage loans. The higher net investment income from otherlong-term investments was due to higher distributions from Nuveen, LLC and the private equity portfolio; the higher income frommortgage loans was due to higher investment balances from growth of this portfolio. Historically, TIAA’s large policyholder dividendshave had a material impact on earnings. TIAA paid $3.5 billion in dividends to policyholders in 2018 compared to $3.2 billion in2017. TIAA's dividend strategy is geared to the company's capital position rather than earnings: the company will increase dividendswhen capital grows to above-target levels and cut dividends when company management feels the need to conserve capital, whichintroduces greater volatility in reported net income. The recent decline in market interest rates and the possibility of prolonged lowinterest rates could place pressure on the company’s earnings, which would, in turn, place pressure on dividends.

Through June 30, 2019, TIAA’s reported net income was $828 million, down from $972 million in the same period in 2018. Thedecrease in net income was driven by lower net investment income from other long-term investments, partially offset by lowerdividends to policyholders and lower net realized capital losses. The lower new investment income for other long-term investments wasdue to lower distributions from the private equity portfolio.

Over the long term, we expect ROC to be constrained to at most the high-single digits, due to TIAA's very strong capital position(which depresses reported return on capital) as well as its emphasis on superior customer value and crediting rates (which alsodepresses the company's profitability as additional dividends are paid). The Sharpe Ratio component of this factor is consistent with aAaa level.

Overall, we view the company's profitability as A, same as the unadjusted score.

Liquidity and asset/liability management (ALM) – Liability structure is one of the most stable in the industryTIAA has an outstanding liquidity position, as evidenced by it having one of the strongest results in our liquidity stress testing for US lifeinsurers.

TIAA had approximately $212 billion in general account liabilities as of December 31, 2018. Only approximately 28% of that amountis withdrawable upon demand by participants. Approximately 17% is in payout mode and is not subject to surrender by participants.Another 55% is in accumulation mode and can only be withdrawn by participants ratably over a ten-year period. In total, TIAA's liabilitystructure gives TIAA one of the best liquidity profiles in the industry. We have left this factor at the Aaa level in the scorecard.

5 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Financial flexibility – Leverage remains low despite recent transactionsTIAA's adjusted financial leverage remains modest at 13%. TIAA issued $2 billion of surplus notes in 2017 to purchase around $950million of the 6.85% surplus notes due 2039 as well as to help finance the Everbank acquisition. The company has $2 billion of seniordebt outstanding at Nuveen Finance, LLC and Nuveen, LLC (Aa2, stable). The Nuveen, LLC notes benefit from explicit support throughan irrevocable and unconditional guarantee from TIAA.

TIAA's earnings coverage was 4.4x at YE 2018. Interest cost is approximately $250 million per year at TIAA and approximately $81million at Nuveen Finance, LLC and Nuveen, LLC.

As a non-public company, TIAA's lack of access to the public equity markets limits its financial flexibility compared to its large publiccounterparts. However, given TIAA's strong financial position, we believe it could issue additional surplus notes, should the need to raisecapital arise.

Overall, TIAA's financial flexibility remains robust and we have therefore adjusted the score for this factor to the Aa level, up from the Aunadjusted score.

Exhibit 3

Financial flexibility

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Financial Leverage Total Leverage Earnings Coverage (1 yr.)

Source: Moody's Investors Service; Company filings

Liquidity analysisTIAA's debt consists of long-term surplus notes, including $1.05 billion maturing in 2039; $1.65 billion maturing in 2044; $2 billionmaturing in 2047; and $350 million fixed to floating notes redeemable in 2024, with a final maturity of 2054. The company also has$2 billion of senior debt outstanding at Nuveen Finance, LLC and Nuveen, LLC, with $1 billion maturing in 2024 and $1 billion in 2028,respectively.

TIAA's outstanding liquidity profile is driven by the profile of its liabilities, the majority of which offer policyholders only limited abilityto surrender over the immediate term. Additionally, as of June 30, 2019, TIAA reported $62 million in cash, cash equivalents and shortterm investments and about $14.9 billion in US treasury securities.

Support and structural considerationsThe notching between TIAA's IFS rating and its issuer and surplus notes ratings is consistent with Moody's typical notching practice forUS insurance companies. The issuer rating (which applies to senior unsecured financial counterparty obligations and contracts) is onenotch below the IFS rating and the surplus note rating is two notches below the IFS rating.

6 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Methodology and scorecard factors

Exhibit 4Financial Strength Rating Scorecard [1][2] Aaa Aa A Baa Ba B Caa ScoreAdj ScoreBusiness Profile A AaaMarket Position and Brand (15%) A Aaa

- Relative Market Share Ratio XDistribution (10%) A Aa

- Distribution Control X- Diversity of Distribution X

Product Focus and Diversification (10%) A Aaa- Product Risk X- Life Insurance Product Diversification X

Financial Profile Aa AaAsset Quality (10%) A A

- High Risk Assets % Shareholders' Equity 135.8%- Goodwill & Intangibles % Shareholders' Equity 0.0%

Capital Adequacy (15%) Aa Aaa- Shareholders' Equity % Total Assets 11.6%

Profitability (15%) A A- Return on Capital (5 yr. avg) 2.6%- Sharpe Ratio of ROC (5 yr. avg) 468.7%

Liquidity and Asset/Liability Management (10%) Aaa Aaa- Liquid Assets % Liquid Liabilities X

Financial Flexibility (15%) A Aa- Financial Leverage 12.8%- Total Leverage 15.4%- Earnings Coverage (5 yr. avg) 4.2x- Cash Flow Coverage (5 yr. avg)

Operating Environment Aaa - A Aaa - AAggregate Profile A1 Aa1[1]Information based on SAP financial statements as of Fiscal YE December 31. [2]The Scorecard rating is an important component of the company's published rating, reflecting the stand-alone financial strength before other considerations (discussed above) are incorporated into the analysis.Source: Moody’s Investors Service; Company filings

Ratings

Exhibit 5Category Moody's RatingTEACHERS INS. AND ANNUITY ASSOC. OFAMERICA

Rating Outlook STAInsurance Financial Strength Aa1LT Issuer Rating Aa2Surplus Notes Aa3 (hyb)

TIAA-CREF LIFE INSURANCE COMPANY

Rating Outlook STAInsurance Financial Strength Aa1

Source: Moody's Investors Service

7 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Moody’s related publicationsSector research

» Life Insurance - US: Regulatory roundup: SEC rule could slow fixed-indexed annuity sales, August 2019

» US Insurance Conference 2019 - Recap: Economic, investment risk rise; demographics, InsurTech are positives, July 2019

» Life Insurance - US: Sharpened focus on core business favors higher M&A activity, July 2019

» Insurance - Global: The impact of environmental, social and governance risks on insurance ratings, July 2019

» Life and P&C Insurance - US: In search of yield, insurers boost investments in CLOs, June 2019

» Life & Health Insurance - US: US House passage of SECURE Act is credit positive for pension and annuity providers, May 2019

Outlook

» Life Insurance - US: 2019 outlook stable as interest rate pressures subside, capital remains strong, November 2018

Methodology

» Life Insurers, May 2018

8 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

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9 22 August 2019 Teachers Ins. and Annuity Assoc. of America: Update following rating affirmation

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