PROSPECTUS

MAY 1, 2010

INTELLIGENT VARIABLE ANNUITY

Individual Flexible Premium Deferred Variable Annuity Contract Funded Through TIAA-CREF Life Separate Account VA-1 of TIAA-CREF Life Insurance Company

This prospectus describes information you should know before investing in the Intelligent Variable Annuity, an individual flexible premium deferred variable annuity contract offered by TIAA-CREF Life Insurance Company (“TIAA-CREF Life”) and funded through the TIAA-CREF Life Separate Account VA-1 (the “Separate Account”). Before you invest, please read this prospectus carefully, along with the accompanying fund prospectuses, and keep it for future reference.

The Contract is designed for individual investors who desire to accumulate funds on a tax-deferred basis for retirement or other long-term investment purposes, and to receive future payment of those funds as lifetime income or through other payment options. The Contract is not available for purchase as part of any tax-qualified retirement plan.

Whether the Contract or certain investment options are available to you is subject to approval by regulatory authorities in your state.

You may allocate your Premiums and Accumulation Value to the Investment Accounts of the Separate Account, each of which in turn, invests in one of the following mutual funds (“Portfolios”).

TIAA-CREF Life Bond Fund TIAA-CREF Life Growth Equity Fund TIAA-CREF Life Growth & Income Fund TIAA-CREF Life International Equity Fund TIAA-CREF Life Large-Cap Value Fund TIAA-CREF Life Money Market Fund TIAA-CREF Life Real Estate Securities Fund TIAA-CREF Life Small-Cap Equity Fund TIAA-CREF Life Social Choice Equity Fund TIAA-CREF Life Stock Index Fund Calamos Growth and Income Portfolio Delaware VIP Diversified Income Series—Standard Class Delaware VIP International Value Equity Series—Standard Class Delaware VIP Small Cap Value Series—Standard Class Franklin Income Securities Fund—Class 1 Franklin Small-Mid Cap Growth Securities Fund—Class 1 Mutual Shares Securities Fund—Class 1 Templeton Developing Markets Securities Fund—Class 1 ING Clarion Global Real Estate Portfolio—Class I Janus Aspen Forty Portfolio—Institutional Shares Janus Aspen Overseas Portfolio—Institutional Shares Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I MFS Growth Series—Initial Class MFS Global Equity Series—Initial Class MFS Investors Growth Stock Series—Initial Class MFS Utilities Series—Initial Class Neuberger Berman Advisers Management Trust Partners Portfolio—I Class Neuberger Berman Advisers Management Trust Regency Portfolio—I Class PIMCO VIT All Asset Portfolio—Institutional Class PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class PIMCO VIT Real Return Portfolio—Institutional Class PVC Equity Income Account—Class 1 PVC MidCap Blend Account—Class 1 Prudential Series Fund—Jennison 20/20 Focus Portfolio—Class II Prudential Series Fund—Natural Resources Portfolio—Class II Prudential Series Fund—Value Portfolio—Class II Royce Capital Fund Micro-Cap Portfolio—Investment Class Royce Capital Fund Small-Cap Portfolio—Investment Class Wanger International WangerSelect WangerUSA

As with all variable annuities, your Accumulation Value can increase or decrease, depending on how well the Investment Account’s Portfolio investment performs over time. TIAA-CREF Life doesn’t guarantee the investment performance of the Portfolios or the Investment Accounts, and you bear the entire investment risk.

Separate prospectuses for the Portfolios accompany this prospectus. They provide more information about the Portfolios listed above. Note that the accompanying prospectuses for the Portfolios may provide information for other portfolios that are not available through the Contract. When you consult the accompanying prospectuses, you should be careful to refer only to the information regarding the Portfolios listed above.

More information about the Separate Account and the Contract is on file with the Securities and Exchange Commission (“SEC”) in a “Statement of Additional Information” (“SAI”) dated the same date as this prospectus. You can receive a free SAI by calling 877 694-0305. The SAI is “incorporated by reference” into the prospectus; that means it’s legally part of the prospectus. The SAI’s table of contents is on the last page of this prospectus. The SEC maintains a Website (www.sec.gov) that contains the SAI, material incorporated by reference and other information regarding the Separate Account.

The SEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Definitions	2
Summary	3
What is the Intelligent Variable Annuity?	3
What Expenses Must I Pay Under the Contract?	3
Annual Portfolio Operating Expenses:	4
How Do I Purchase a Contract?	8
Can I Cancel My Contract?	8
Can I Transfer Among the Investment Options or Make Cash Withdrawals from the Contract?	8
What are My Options for Receiving Annuity Payments Under the Contract?	8
What Death Benefits are Available Under the Contract?	8
TIAA-CREF Life Insurance Company and TIAA	9
The Separate Account and the Portfolios	9
Changes to the Separate Account	12
Voting Portfolio Shares	13
The Contract—The Accumulation Period	13
Purchasing a Contract and Remitting Premiums	13
Important Information About Procedures for Opening a New Account	14
Accumulation Unit Value	14
General Considerations for All Transfers and Cash Withdrawals	15
Transfers	15
Transfer Policies Regarding Market Timing and Frequent Trading	15
Cash Withdrawals	16
Systematic Withdrawals	16
Dollar Cost Averaging	17
Automatic Account Rebalancing Program	17
Withdrawals to Pay Advisory Fees	17
Tax Issues	17
Charges	18
Separate Account Charges	18
Other Charges and Expenses	18

The Contract—The Annuity Period	19
When Annuity Payments Begin	19
Income Payments	19
Annuity Options	19
Death Benefits	20
Availability; Choosing Beneficiaries	20
Special Option for Spouses	20
Amount of Death Benefit	20
Guaranteed Minimum Death Benefit Option	20
Methods of Payment of Death Benefits	21
Delays In Payments	21
Federal Income Taxes	22
Taxation of Annuities	22
Transfers, Assignments or Exchanges of a Contract	23
Annuity Payments	23
Withholding	23
Multiple Contracts	23
Possible Charge for TIAA-CREF Life’s Taxes	23
Other Tax Issues	23
Tax Advice	24
General Matters	24
Financial Condition of TIAA-CREF Life	24
Telephone and Internet Transactions	25
Contacting TIAA-CREF Life	25
Electronic Prospectuses	25
Householding	25
Signature Requirements	25
Errors or Omissions	25
Distributing the Contracts	26
Legal Proceedings	26
Statements and Reports	26
Table of Contents for the Statement of Additional Information	27

This prospectus describes the variable annuity issued by TIAA-CREF Life. It doesn’t constitute an offering in any jurisdiction where such an offering can’t lawfully be made. No dealer, sales representative, or anyone else is authorized to give any information or to make any representation about this offering other than what is contained in this prospectus. If anyone does so, you shouldn’t rely on it.

Intelligent Variable Annuity   Prospectus   1

DEFINITIONS

Throughout the prospectus, “TIAA-CREF Life,” “we,” and “our” refer to TIAA-CREF Life Insurance Company. “You” and “your” mean any Contractowner or any prospective Contractowner.

The terms and phrases below are defined so you’ll know precisely how we’re using them. To understand some definitions, you may have to refer to other defined terms.

1940 Act.  The Investment Company Act of 1940, as amended.

Administrative Office.  The office you must contact to exercise any of your rights under the Contract. You should send all payments and requests to: TIAA-CREF Life Insurance Company, P.O. Box 724508, Atlanta, Georgia, 31139; Telephone: 877 694-0305.

Accumulation Period.  The period that begins with your first Premium and continues as long as you still have an amount accumulated in the Separate Account.

Accumulation Unit.  A share of participation in the Separate Account.

Accumulation Value.  The total value of your Accumulation Units.

Annuitant.  The natural person whose life is used in determining the annuity payments to be received. The Annuitant may be the Contractowner or another person.

Beneficiary.  Any person or institution named to receive benefits if you die during the Accumulation Period or if you die while any annuity income or death benefit payments remain due. You don’t have to name the same Beneficiary for both of these two situations.

Business Day.  Any day the New York Stock Exchange (NYSE) is open for trading. A Business Day ends at 4 p.m. Eastern Time, or when trading closes on the NYSE, if earlier.

Contract.  The individual, flexible premium, deferred variable annuity contract described in this prospectus.

Contractowner or Owner.  The person (or persons) who controls all the rights and benefits under a Contract.

General Account.  All of our assets other than those allocated to the Separate Account or to any other TIAA-CREF Life Separate Account.

Income Option.  Any of the ways you can receive annuity income. It is also referred to as an “annuity option.”

Internal Revenue Code (IRC).  The Internal Revenue Code of 1986, as amended.

Investment Account.  A sub-account of the Separate Account that invests its assets in shares of a corresponding Portfolio.

Non-Qualified Contracts.  Annuity Contracts that are not issued in connection with a retirement plan intended to qualify for special federal income tax treatment under the IRC.

Portfolio.  An investment company that is registered with the Securities and Exchange Commission in which an Investment Account is invested. The Contract allows you to indirectly invest in a series of investment companies that are listed on the front page of this prospectus.

Premium.  Any amount you invest in the Contract.

Qualified Contract.  Annuity Contracts that are intended to qualify for special Federal income tax treatment under the IRC Section 408 or 408A. Currently, we are not offering Qualified Contracts.

Second Annuitant.  The natural person whose life, together with the Annuitant’s life, is used in determining the amount of annuity payments and how long those payments will be received under the Two-Life Annuities Income Option.

Separate Account.  TIAA-CREF Life Separate Account VA-1, which was established by TIAA-CREF Life under New York State law to fund your variable annuity. The Separate Account holds its assets apart from TIAA-CREF Life’s other assets.

TIAA.  Teachers Insurance and Annuity Association of America. TIAA-CREF Life is an indirect wholly owned subsidiary of TIAA.

TIAA-CREF Life.  TIAA-CREF Life Insurance Company.

Valuation Day.  Any Business Day. Valuation days end as of the close of all U.S. national exchanges where securities or other investments of the Separate Account are principally traded. Valuation days that are not Business Days end at 4 p.m. Eastern Time.

2  Prospectus   Intelligent Variable Annuity

SUMMARY

Read this summary together with the detailed information you’ll find in the rest of the prospectus.

WHAT IS THE INTELLIGENT VARIABLE ANNUITY?

The Intelligent Variable Annuity is a variable annuity product that allows individual investors to accumulate funds on a tax-deferred basis for retirement or other long-term investment purposes, and to receive future payment based on the amounts accumulated as lifetime income or through other payment options. You generally are not taxed on any earnings or appreciation on the assets in the Contract until money is taken out of the Contract.

Under the Intelligent Variable Annuity Contract, you may allocate your Premiums and Accumulation Value among the Investment Accounts of TIAA-CREF Life Separate Account VA-1.

As with all variable annuities, your Accumulation Value can increase or decrease, depending on how well the Portfolio underlying the Investment Account performs over time. TIAA-CREF Life doesn’t guarantee the investment performance of the Portfolios or the Investment Accounts, and you bear the entire investment risk.

The Contract is available to you provided it has been approved by the insurance department of your state of residence. Approvals are pending in certain jurisdictions.

WHAT EXPENSES MUST I PAY UNDER THE CONTRACT?

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract.

The first table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or transfer cash value between investment options. State premium taxes may also be deducted.

CONTRACTOWNER(S) TRANSACTION EXPENSES
Sales load imposed on purchases (as a percentage of Premiums)	None
Deferred sales load (as a percentage of Premiums or amount surrendered, as applicable)	None
Premium taxes(1) (as a percentage of Premiums, if applicable)	1.0–3.5%
Surrender fees (as a percentage of amount surrendered)	None
Exchange fee	None

⁽¹⁾ Only applicable in certain states.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Portfolio fees and expenses.

Annual Maintenance Fee(2)	$25
Separate Account Annual Expenses (deducted daily from average Accumulation Value to equal the annual % shown)	Maximum (without fee waiver)	Current (with fee waiver)(3)
If Accumulation Value is less than $100,000:(4)
Mortality and expense risk charge	0.40%	0.40%
Administrative expense charge	0.30%	0.10%
Total Separate Account annual charges	0.70%	0.50%
Optional Guaranteed Minimum Death Benefit (“GMDB”) charge	0.10%	0.10%
Total Separate Account annual charges with optional GMDB	0.80%	0.60%

⁽²⁾ We impose the annual maintenance fee on every anniversary of your Contract and on surrender. The annual maintenance fee is waived if your Accumulation Value exceeds $25,000 on the anniversary date of your Contract or the date of surrender. If your Accumulation Value in the TIAA-CREF Life Money Market Investment Account is greater than the amount of the maintenance fee, the fee will be deducted from the TIAA-CREF Life Money Market Investment Account. Otherwise, the fee will be deducted from among the Investment Accounts in proportion to the Accumulation Value in each Investment Account.

⁽³⁾ We currently waive a portion of the Administrative Expense Charge, so that the current Administrative Expense Charge is 0.10%. We will provide at least three months’ notice before we raise the Administrative Expense Charge above 0.10%.

⁽⁴⁾ We will reduce the mortality and expense risk charge as Accumulation Value increases, as follows:

	Maximum (without fee waiver)	Current (with fee waiver)
If Accumulation Value is between $100,000–$500,000:
Mortality and expense risk charge	0.25%	0.25%
Administrative expense charge	0.30%	0.10%
Total Separate Account annual charges	0.55%	0.35%
Optional GMDB charge	0.10%	0.10%
Total Separate Account annual charges with GMDB	0.65%	0.45%
If Accumulation Value is greater than $500,000:
Mortality and expense risk charge	0.15%	0.15%
Administrative expense charge	0.30%	0.10%
Total Separate Account annual charges	0.45%	0.25%
Optional GMDB charge	0.10%	0.10%
Total Separate Account annual charges with GMDB	0.55%	0.35%

Intelligent Variable Annuity   Prospectus   3

In addition, after the first 10 contract years, we will not assess a mortality and expense risk charge, as follows:

	Maximum (without fee waiver)	Current (with fee waiver)
Mortality and expense risk charge	0.00%	0.00%
Administrative expense charge	0.30%	0.10%
Total Separate Account annual charges	0.30%	0.10%
Optional GMDB charge	0.10%	0.10%
Total Separate Account annual charges with GMDB	0.40%	0.20%

ANNUAL PORTFOLIO OPERATING EXPENSES:

The next table shows the maximum and minimum total operating expenses charged by the Portfolios that you may pay periodically during the time you own the Contract, both before and after any contractual fee waivers or reimbursements. These are based on the management fees, distribution (Rule 12b-1) fees, and other expenses charged by the Portfolios during the fiscal year ended December 31, 2009. Expenses of the Portfolios may be higher or lower in the future. More information concerning each Portfolio’s fees and expenses is contained in the prospectus for each Portfolio.

	Minimum	Maximum
Gross Total Annual Portfolio Operating Expenses (before any contractual waivers or reimbursements) (expenses that are deducted from Portfolio assets, including management fees, distribution (12b-1) fees, and other expenses)	0.26%	1.58%
Net Total Annual Portfolio Operating Expenses (net of any contractual waivers or reimbursements) (expenses that are deducted from Portfolio assets, including management fees, distribution (12b-1) fees, and other expenses)1	0.09%	1.58%

¹ In some cases, the Portfolio’s historical expenses for the year ended December 31, 2009 (which are the basis of the expenses set forth in this table) have been restated to reflect their current fees. More detail concerning the Portfolios’ contractual waivers and reimbursements can be found in the footnotes accompanying the next table.

The following table shows the fees (including management fees, distribution (Rule 12b-1) fees, and other expenses) charged by each Portfolio as a percentage of average daily net assets for the fiscal year ended December 31, 2009. Portfolio expenses are not fixed or specified under the terms of the Policy, and may change periodically. Certain portfolios may impose a redemption fee. For further information, consult the Portfolios’ prospectus.

Portfolio	Management Fees	Distribution (12b-1) or Service Fees1	Other Expenses	Acquired Fund Fees and Expenses	Gross Total Annual Portfolio Operating Expenses	Contractual Fee Waivers and Reimbursements	Net Total Annual Portfolio Operating Expenses
TIAA-CREF Life Bond Fund2, 3	0.30%	0.00%	0.23%	0.00%	0.53%	0.18%	0.35%
TIAA-CREF Life Growth Equity Fund2, 5	0.45%	0.00%	0.31%	0.00%	0.76%	0.24%	0.52%
TIAA-CREF Life Growth & Income Fund2, 5	0.45%	0.00%	0.24%	0.00%	0.69%	0.17%	0.52%
TIAA-CREF Life International Equity Fund2, 7	0.50%	0.00%	0.31%	0.00%	0.81%	0.21%	0.60%
TIAA-CREF Life Large-Cap Value Fund2, 5	0.45%	0.00%	0.30%	0.00%	0.75%	0.23%	0.52%
TIAA-CREF Life Money Market Fund2, 6	0.10%	0.00%	0.20%	0.00%	0.30%	0.15%	0.15%
TIAA-CREF Life Real Estate Securities Fund2, 9	0.50%	0.00%	0.24%	0.00%	0.74%	0.17%	0.57%
TIAA-CREF Life Small-Cap Equity Fund2, 4, 8	0.48%	0.00%	0.33%	0.05%	0.86%	0.26%	0.60%
TIAA-CREF Life Social Choice Equity Fund2, 10	0.15%	0.00%	0.36%	0.00%	0.51%	0.29%	0.22%
TIAA-CREF Life Stock Index Fund2, 11	0.06%	0.00%	0.20%	0.00%	0.26%	0.17%	0.09%
Calamos Growth and Income Portfolio	0.75%	0.00%	0.56%	0.00%	1.31%	0.00%	1.31%
Delaware VIP Diversified Income Series—Standard Class	0.62%	0.00%	0.11%	0.00%	0.73%	0.00%	0.73%

4  Prospectus   Intelligent Variable Annuity

Portfolio	Management Fees	Distribution (12b-1) or Service Fees1	Other Expenses	Acquired Fund Fees and Expenses	Gross Total Annual Portfolio Operating Expenses	Contractual Fee Waivers and Reimbursements	Net Total Annual Portfolio Operating Expenses
Delaware VIP International Value Equity Series—Standard Class	0.85%	0.00%	0.18%	0.00%	1.03%	0.03%	1.03%
Delaware VIP Small Cap Value Series—Standard Class	0.74%	0.00%	0.11%	0.00%	0.85%	0.00%	0.85%
Franklin Income Securities Fund—Class 1	0.45%	0.00%	0.02%	0.00%	0.47%	0.00%	0.47%
Franklin Small-Mid Cap Growth Securities Fund—Class 112	0.51%	0.00%	0.30%	0.01%	0.82%	0.01%	0.81%
Mutual Shares Securities Fund—Class 1	0.60%	0.00%	0.18%	0.00%	0.78%	0.00%	0.78%
Templeton Developing Markets Securities Fund—Class 112	1.25%	0.00%	0.21%	0.02%	1.48%	0.01%	1.47%
ING Clarion Global Real Estate Portfolio—Class I13	0.79%	0.00%	0.22%	0.00%	1.01%	0.12%	0.89%
Janus Aspen Forty Portfolio—Institutional Shares14	0.64%	0.00%	0.04%	0.00%	0.68%	0.00%	0.68%
Janus Aspen Overseas Portfolio—Institutional Shares14	0.64%	0.00%	0.06%	0.00%	0.70%	0.00%	0.70%
Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares15, 16	0.77%	0.00%	0.18%	0.00%	0.95%	0.00%	0.95%
Prudential Series Fund—Jennison 20/20 Focus Portfolio—Class II	0.75%	0.25%	0.21%	0.00%	1.21%	0.00%	1.21%
Prudential Series Fund—Natural Resources Portfolio—Class II	0.45%	0.25%	0.23%	0.00%	0.93%	0.00%	0.93%
Prudential Series Fund—Value Portfolio—Class II	0.40%	0.25%	0.18%	0.00%	0.83%	0.00%	0.83%
Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I	0.75%	0.00%	0.06%	0.00%	0.81%	0.00%	0.81%
Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I	0.80%	0.00%	0.11%	0.00%	0.91%	0.00%	0.91%
Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I	0.75%	0.00%	0.17%	0.00%	0.92%	0.00%	0.92%
MFS Growth Series—Initial Class	0.75%	0.00%	0.11%	0.00%	0.86%	0.00%	0.86%
MFS Global Equity Series—Initial Class17	1.00%	0.00%	0.52%	0.00%	1.52%	0.37%	1.52%
MFS Investors Growth Stock Series—Initial Class	0.75%	0.00%	0.11%	0.00%	0.86%	0.00%	0.86%
MFS Utilities Series—Initial Class	0.73%	0.00%	0.09%	0.00%	0.82%	0.00%	0.82%
Neuberger Berman Advisers Management Trust Partners Portfolio—I Class18	0.85%	0.00%	0.21%	0.00%	1.06%	0.00%	1.06%
Neuberger Berman Advisers Management Trust Regency Portfolio—I Class18	0.85%	0.00%	0.22%	0.01%	1.08%	0.00%	1.08%
PIMCO VIT All Asset Portfolio—Institutional Class19, 20, 22	0.42%	0.00%	0.00%	0.69%	1.11%	0.00%	1.11%
PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class21	0.75%	0.00%	0.00%	0.00%	0.75%	0.00%	0.75%
PIMCO VIT Real Return Portfolio—Institutional Class19, 21	0.50%	0.00%	0.07%	0.00%	0.57%	0.00%	0.57%
PVC Equity Income Account—Class 1	0.53%	0.00%	0.01%	0.00%	0.54%	0.00%	0.54%
PVC MidCap Blend Account—Class 1	0.59%	0.00%	0.02%	0.00%	0.61%	0.00%	0.61%
Royce Capital Fund Micro-Cap Portfolio—Investment Class	1.25%	0.00%	0.08%	0.25%	1.58%	0.00%	1.58%
Royce Capital Fund Small-Cap Portfolio—Investment Class	1.00%	0.00%	0.07%	0.00%	1.07%	0.00%	1.07%
Wanger International23	0.85%	0.00%	0.20%	0.00%	1.05%	0.00%	1.05%

Intelligent Variable Annuity   Prospectus   5

Portfolio	Management Fees	Distribution (12b-1) or Service Fees1	Other Expenses	Acquired Fund Fees and Expenses	Gross Total Annual Portfolio Operating Expenses	Contractual Fee Waivers and Reimbursements	Net Total Annual Portfolio Operating Expenses
Wanger Select24	0.80%	0.00%	0.15%	0.00%	0.95%	0.00%	0.95%
Wanger USA25	0.86%	0.00%	0.12%	0.00%	0.98%	0.00%	0.98%

¹ Because the 12b-1 fee is charged as an ongoing fee, over time the fee will increase the cost of your investment and may cost you more than paying other types of sales charges.

² Expense information has been restated to reflect the Fund’s new advisory and administration agreement.

³ Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.35% of average daily net assets for the shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

⁴ “Acquired Funds Fees and Expenses” are the Funds’ proportionate amount of the expenses of any investment companies or pools in which they invest. These expenses are not paid directly by Fund shareholders. Instead, Fund shareholders bear these expenses indirectly because they reduce Fund performance.

⁵ Under the Funds’ expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.52% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

⁶ Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.15% of average daily net assets for the shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

⁷ Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.60% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

⁸ Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.55% of average daily net assets for the shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

⁹ Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.57% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

¹⁰ Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.22% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

¹¹ Under the Fund’s expense reimbursement arrangements, the Fund’s investment adviser, Teachers Advisors, Inc. (“Advisors”) has contractually agreed to reimburse the Fund for any Total Annual Fund Operating Expenses (excluding Acquired Fund Fees and Expenses and extraordinary expenses) that exceed 0.09% of average daily net assets for shares of the Fund. These expense reimbursement arrangements will continue through at least April 30, 2011 unless changed with approval of the Board of Trustees.

¹² The investment manager and administrator have agreed in advance to reduce their fees as a result of the Fund’s investment in a Franklin Templeton money fund as required by the Fund’s board of trustees and an exemptive order of the Securities and Exchange Commission.

¹³ The adviser is contractually obligated to limit expenses to 0.90% through at least May 1, 2011; the obligation does not extend to interest, taxes, brokerage commissions, extraordinary expenses, and Acquired Fund Fees and Expenses. The obligation will automatically renew for one-year terms unless it is terminated by the Portfolio or the adviser upon written notice within 90 days prior to the end of the then current term or upon termination of the advisory agreement and is subject to recoupment by the adviser within three years. The adviser is also contractually obligated to waive a portion of the management fee through May 1, 2011. Based upon net assets as of December 31, 2009, the management fee waiver for the Portfolio would be (0.01)%. There is no guarantee that the management fee waiver will continue after May 1, 2011. The management fee waiver will only renew if the adviser elects to renew it.

¹⁴ “Acquired Fund” means any underlying fund (including, but not limited to, exchange-traded funds) in which a fund invests or has invested during the period. Amounts less than 0.01% are included in Other Expenses.

¹⁵ Janus Capital has contractually agreed to waive certain Portfolio’s total annual fund operating expenses (excluding any applicable performance adjustments to management fees, brokerage commissions, interest, dividends, taxes, and extraordinary expenses including, but not limited to, acquired fund fees and expenses) to certain limits until at least May 1, 2011. The contractual waiver may be terminated or modified at any time prior to this date only at the discretion of the Board of Trustees.

6  Prospectus   Intelligent Variable Annuity

¹⁶ The Portfolio pays an investment advisory fee rate that adjusts up or down based upon the Portfolio’s performance relative to its benchmark index during a measurement period. This fee rate, prior to any performance adjustment, is 0.64% and may go up or down by a variable of up to 0.15% (assuming constant assets) on a monthly basis. Any such adjustment to this fee rate commenced February 2007 and may increase or decrease the Management Fee.

¹⁷ MFS has agreed in writing to bear the fund’s expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses such that “Total Annual Fund Operating Expenses” do not exceed 1.15% of the fund’s average daily net assets annually for Initial Class shares. This written agreement will continue until modified by a vote of the fund’s Board of Trustees, but such agreement will continue until at least April 30, 2011.

¹⁸ Neuberger Berman Management LLC (“NBM”) has undertaken through December 31, 2013 to waive fees and/or reimburse certain operating expenses, including the compensation of NBM (except with respect to Balanced, Growth, Guardian, Short Duration Bond, Mid-Cap Growth, and Partners Portfolios) and excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 1% of average daily net asset value of the Balanced, Growth, Guardian, Short Duration Bond, Mid-Cap Growth and Partners Portfolios; 1.30% of the average daily net asset value of the Socially Responsive Portfolio; and 1.50% of the average daily net asset value of the Regency Portfolio. The expense limitation arrangements for the Portfolios are contractual and any excess expenses can be repaid to NBM within three years of the year incurred, provided such recoupment would not cause a Portfolio to exceed its respective limitation.

¹⁹ “Management Fees” reflect an advisory and a supervisory and administrative fee payable by the Portfolio to PIMCO.

²⁰ Acquired Fund Fees and Expenses (Underlying PIMCO Fund Expenses) for the Portfolio are based upon the allocation of the Portfolio’s assets among the Underlying PIMCO Funds and upon the total annual operating expenses of the Institutional Class shares of the PIMCO Funds or the single class of shares of funds of PIMCO ETF Trust for the most recent fiscal year. Acquired Fund Fees and Expenses (Underlying PIMCO Fund Expenses) will vary with changes in the expenses of the Underlying PIMCO Funds, as well as allocation of the Portfolio’s assets, and may be higher or lower than those shown above.

²¹ “Other Expenses” reflect interest expense. Interest expense is based on the amounts incurred during the Portfolio’s most recent fiscal year as a result of entering into certain investment, such as reverse repurchase agreements. This interest expense is required to be treated as an expense of the Portfolio for accounting purposes, but the amount of the interest expense (if any) will vary with the Portfolio’s use of those investments (like reverse repurchase agreements) as an investment strategy.

²² The Total Annual Portfolio Operating Expenses do not match the Ratio of Expense to Average Net Assets of the Portfolio, as set forth in the Financial Highlights table of the Portfolio’s prospectus, because the Ratio of Expenses to Average Net Assets reflects the operating expenses of the Portfolio and does not include Acquired Fund Fees and Expenses.

²³ The Advisor has contractually agreed to cap advisory fees for a two year period, effective April 30, 2010, at an annual rate equal to 0.83% of the Fund’s average daily net assets.

²⁴ The Advisor has contractually agreed to bear a portion of the Fund’s expenses so that the Fund’s ordinary operating expenses (excluding any brokerage commissions, interest, taxes and extraordinary expenses, but including custodian charges relating to overdrafts, if any), after giving effect to any balance credits from the Fund’s custodian, do not exceed 1.35% annually through April 30, 2011.

²⁵ The Advisor has contractually agreed to cap advisory fees for a two year period, effective April 30, 2010, at an annual rate equal to 0.85% of the Fund’s average daily net assets.

The fee and expense information relating to the Portfolios was provided by the Portfolios or their investment managers or other service providers. We have not and cannot independently verify either the accuracy or completeness of such information.

Portfolio expenses are paid by each underlying Portfolio before TIAA-CREF Life is provided with the Portfolio’s daily net asset value. TIAA-CREF Life then deducts Separate Account charges from the net asset value of the corresponding Investment Account.

Examples

The next two tables provide examples that are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contractowner transaction expenses, Contract fees, Separate Account annual expenses, and annual Portfolio operating expenses.

These examples assume that you invest $10,000 in the Contract for the time periods indicated and that your investment has a 5% return each year. The examples also assume the full annual Contract maintenance fee of $25 is charged. The examples also assume that the Accumulation Value is less than $100,000, and thus the full mortality and expense risk charge of 0.40% is assessed.

The first example assumes that there is no administrative expense charge waiver (and thus the administrative expense charge is 0.30%). The second example assumes the current administrative expense charge waiver is in place for each period (and thus the administrative expense charge is 0.10%). In both examples, we show you the costs assuming either the maximum or the minimum fees and expenses of the Portfolios. We also show you the costs if the GMDB option is chosen or not chosen.

Intelligent Variable Annuity   Prospectus   7

Although your actual costs may be higher or lower, based on these assumptions, your costs would be (whether or not your surrender or annuitize your Contract at the end of the applicable time period):

EXAMPLE WITHOUT ADMINISTRATIVE EXPENSE CHARGE WAIVER	1 Year	3 Years	5 Years	10 Years
Maximum Portfolio fees & expenses—no GMDB	$266	$817	$1,395	$2,966
Maximum Portfolio fees & expenses—with GMDB	$256	$787	$1,345	$2,865
Minimum Portfolio fees & expenses—no GMDB	$106	$327	$564	$1,228
Minimum Portfolio fees & expenses—with GMDB	$116	$359	$618	$1,346
EXAMPLE WITH ADMINISTRATIVE EXPENSE CHARGE WAIVER	1 Year	3 Years	5 Years	10 Years
Maximum Portfolio fees & expenses—no GMDB	$236	$727	$1,244	$2,660
Maximum Portfolio fees & expenses—with GMDB	$246	$757	$1,294	$2,763
Minimum Portfolio fees & expenses—no GMDB	$85	$264	$454	$988
Minimum Portfolio fees & expenses—with GMDB	$95	$296	$509	$1,109

These tables are provided to help you understand the various expenses you would bear directly or indirectly as an Owner of a Contract. Remember that they don’t represent actual past or future expenses or investment performance. Actual expenses may be higher or lower. For more information, see “Charges,” below.

For Accumulation Unit Value information for each Investment Account, please refer to Appendix A.

HOW DO I PURCHASE A CONTRACT?

To purchase a Contract, you must complete an application and make an initial payment of at least $2,500 (this amount may differ for Qualified Contracts). Additional Premiums, including under an automatic investment plan using Electronic Funds Transfers (EFT), must be at least $50. For more information, see “Purchasing a Contract and Remitting Premiums.”

CAN I CANCEL MY CONTRACT?

You can examine the Contract and return it to TIAA-CREF Life for a refund, until the end of the “free look” period specified in your Contract (which is a minimum of 10 days, but varies by state). In states that permit it, we’ll refund the Accumulation Value calculated on the date that you returned the Contract and the refund request to us. (Note that the value of your initial Premium may have gone down during the period.) In states that don’t allow us to refund Accumulation Value only, we’ll refund the greater of the Accumulation Value or the Premiums you paid to the Contract. We will consider the Contract returned on the date it’s postmarked and properly addressed with postage pre-paid or, if it’s not postmarked, on the day we receive it at our Administrative Office. We will send you the refund within 7 days after we get written notice of cancellation and the returned Contract. If you live in a state that requires refund of Premiums, Premiums will be allocated to the TIAA-CREF Life Money Market Investment Account during the “free look” period. For more information, see “Purchasing a Contract and Remitting Premiums.”

CAN I TRANSFER AMONG THE INVESTMENT OPTIONS OR MAKE CASH WITHDRAWALS FROM THE CONTRACT?

Subject to limitations, you may transfer portions of your Accumulation Value among the Investment Accounts. For more information, see “Transfers” and “Transfer Policies Regarding Market Timing and Frequent Trading.”

You may surrender your Contract or take cash withdrawals at any time before the annuity starting date. All cash withdrawals must be for at least $1,000 or your entire Accumulation Value. For more information, see “Cash Withdrawals.” Cash withdrawals may be taxed and you may have to pay a tax penalty if you take a cash withdrawal before age 59 ¹/2.

WHAT ARE MY OPTIONS FOR RECEIVING ANNUITY PAYMENTS UNDER THE CONTRACT?

Guaranteed fixed annuity payments are available under the Contract and are payable from the General Account. The Contract offers a variety of annuity options, including: One-Life Annuities, which pay income as long as the Annuitant lives or until the end of a specified guaranteed period, whichever is longer; Fixed-Period Annuities, which pay income for a period of between 2 and 30 years; and Two-Life Annuities, which pay income as long as the Annuitant lives, then continues at either the same or a reduced level for the life of the Second Annuitant or until the end of a specified guaranteed period, whichever is greater. For more information, see “The Contract—the Annuity Period.”

WHAT DEATH BENEFITS ARE AVAILABLE UNDER THE CONTRACT?

A death benefit will be paid to your Beneficiary(ies) if either the Owner or Annuitant die during the Accumulation Period. The amount of the death benefit is the Accumulation Value on the Valuation Day we authorize payment of the death benefit. If, however, you have elected the Guaranteed Minimum Death Benefit (available for an extra charge), and this amount is greater than the Accumulation Value, we will instead pay the Guaranteed Minimum Death Benefit. For more information, see “Death Benefits.”

8  Prospectus   Intelligent Variable Annuity

TIAA-CREF LIFE INSURANCE COMPANY AND TIAA

The Contracts are issued by TIAA-CREF Life Insurance Company, a stock life insurance company organized under the laws of the State of New York on November 20, 1996. All of the stock of TIAA-CREF Life is held by Teachers Insurance and Annuity Association of America (TIAA). TIAA-CREF Life’s headquarters are at 730 Third Avenue, New York, New York 10017-3206.

TIAA is a stock life insurance company, organized under the laws of the State of New York. It was founded on March 4, 1918, by the Carnegie Foundation for the Advancement of Teaching. TIAA is the companion organization of the College Retirement Equities Fund (CREF), the first company in the United States to issue a variable annuity. CREF is a nonprofit membership corporation established in the State of New York in 1952. Together, TIAA and CREF, serving approximately 3.6 million people, form the principal retirement system for the nation’s education and research communities and one of the largest retirement systems in the world, based on assets under management.

THE SEPARATE ACCOUNT AND

THE PORTFOLIOS

THE SEPARATE ACCOUNT

On July 27, 1998, we established TIAA-CREF Life Separate Account VA-1 under New York law. We own the assets in the Separate Account and we are obligated to pay all benefits under the Contract. We may use the Separate Account to support other variable annuity contracts we issue. The Separate Account is registered with the Securities and Exchange Commission as a unit investment trust under the 1940 Act and qualifies as a “separate account” within the meaning of the federal securities laws. This registration does not involve supervision of the management or investment practices or policies of the Separate Account by the Securities and Exchange Commission.

We have divided the Separate Account into Investment Accounts, each of which invests in shares of one Portfolio. The Investment Accounts buy and sell Portfolio shares at net asset value. Any dividends and distributions from a Portfolio are reinvested at net asset value in shares of that Portfolio.

The assets in the Separate Account are kept separate from our General Account and our other separate accounts. Assets equal to the reserves and contract liabilities of the Separate Account will not be charged with liabilities that arise from any other business we may conduct. We may transfer assets, in excess of the reserves and contract liabilities of the Separate Account, to our General Account. All income, gains and losses, whether or not realized, of an Investment Account will be credited to or charged against that Investment Account without regard to our other income, gains or losses. The valuation of all assets in the Separate Account will be determined in accordance with all applicable laws and regulations. The Separate Account may include other Investment Accounts that are not available under the Policies and are not discussed in this prospectus.

THE PORTFOLIOS

The Separate Account invests in shares of certain Portfolios through various Investment Accounts. The Portfolios are open-end management investment companies registered with the Securities and Exchange Commission (the “SEC”) under the 1940 Act. This registration does not involve supervision of the management or investment practices or policies of the Portfolios by the SEC.

Before investing, carefully read the Portfolios’ prospectuses that accompany this prospectus. The Portfolios’ prospectuses contain more information on each Portfolio’s investment objectives, strategies, limitations, risks, expenses and investment managers.

In addition, the Portfolios’ prospectuses may detail additional fees, limitations or restrictions that may be imposed on the Investment Accounts and that we, in turn, may enforce against a Contract. Statements of Additional Information for each Portfolio are available upon request.

Payments from Portfolios

We (and our affiliates) may receive payments, which may be significant, from some or all of the Portfolios, their investment managers, distributors or affiliates thereof. These payments may be used for a variety of purposes, including payment of expenses that we (and our affiliates) incur in promoting, marketing, and administering the Contract and, in our role as an intermediary, the Portfolios. We (and our affiliates) may profit from these payments. These payments may be derived, in whole or in part, from the management fee deducted from Contract assets. Contractowners, through their indirect investment in the Portfolios, bear the costs of these management fees (see the Portfolios’ prospectuses for more information). The amount of the payments we receive may be based upon a percentage of the Portfolio’s assets owned by the Investment Accounts. These percentages differ from Portfolio to Portfolio. These fees currently range up to 0.25% of the average daily assets of certain Portfolios that are attributable to the Contracts.

Some of the Portfolios have adopted distribution plans pursuant to Rule 12b-1 of the 1940 Act. Under these plans, we or our affiliates may receive some or all of a Portfolio’s 12b-1 fees. These fees currently range up to 0.25% of the average daily assets of certain Portfolios that are attributable to the Contracts. These payments are deducted from the assets of the Portfolios; therefore, they decrease the Portfolios’ investment return.

Selection of Portfolios

We select the Portfolios based on several criteria, including asset class coverage, the strength of the

Intelligent Variable Annuity   Prospectus   9

investment manager’s (or sub-adviser’s) reputation and record, investment performance and our ability to receive payments as described above. We review the Portfolios periodically and may remove a Portfolio or limit its availability for future transfers and allocations if we determine that the Portfolio no longer meets one or more of the selection criteria and/or if the Portfolio has not attracted significant allocations from Owners.

We do not provide any investment advice and do not recommend or endorse any particular Portfolio. You are responsible for choosing your Investment Accounts and your allocations so that they are appropriate for your specific circumstances, including your goals, financial situation and risk tolerance. You should consult your registered representative who can provide advice on the Portfolios offered as not all of them may be suitable for long-term investment needs. You should monitor and periodically review your Investment Account selections and allocations to determine if they are still appropriate.

Portfolio Investment Managers and Investment Objectives

The following table summarizes each Portfolio’s investment objective(s). There is no assurance that any of the Portfolios will achieve its stated objective(s). You can find more detailed information about the Portfolios, including a description of risks and expenses, in the Portfolio prospectuses that accompany this prospectus. You should read these prospectuses carefully.

Portfolio	Investment Manager	Investment Objective
TIAA-CREF Life Bond Fund	Teachers Advisors, Inc.	Seeks a favorable long-term return through income as is consistent with preserving capital, primarily from fixed-income securities.
TIAA-CREF Life Growth Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities.
TIAA-CREF Life Growth & Income Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return through both capital appreciation and investment income, primarily from income-producing equity securities.
TIAA-CREF Life International Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of foreign issuers.
TIAA-CREF Life Large-Cap Value Fund	Teachers Advisors, Inc.	Seeks a favorable long-term return, mainly through capital appreciation, primarily from equity securities of large domestic companies.
TIAA-CREF Life Money Market Fund1	Teachers Advisors, Inc.	Seeks high current income consistent with maintaining liquidity and preserving capital by investing in high-quality short-term money market instruments.
TIAA-CREF Life Real Estate Securities Fund	Teachers Advisors, Inc.	Seeks to obtain a favorable long-term total return through both capital appreciation and current income, by investing primarily in equity and fixed-income securities of companies principally engaged in or related to the real estate industry.
TIAA-CREF Life Small-Cap Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return, mainly through capital appreciation, primarily from equity securities of smaller domestic companies.
TIAA-CREF Life Social Choice Equity Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return that reflects the investment performance of the overall U.S. stock market while giving special consideration to certain social criteria.
TIAA-CREF Life Stock Index Fund	Teachers Advisors, Inc.	Seeks a favorable long-term total return, mainly from capital appreciation, by investing primarily in a portfolio of equity securities selected to track the overall U.S. equity markets.
Calamos Growth and Income Portfolio	Calamos Advisors LLC	Seeks high long-term total return through growth and current income.
Delaware VIP Diversified Income Series—Standard Class	Delaware Management Company	Seeks maximum long-term total return consistent with reasonable risk.

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Portfolio	Investment Manager	Investment Objective
Delaware VIP International Value Equity Series—Standard Class	Delaware Management Company	Seeks to provide long-term growth without undue risk to principal.
Delaware VIP Small Cap Value Series—Standard Class	Delaware Management Company	Seeks capital appreciation.
Franklin Income Securities Fund—Class 1	Franklin Advisers, Inc.	Seeks to maximize income while maintaining prospects for capital appreciation.
Franklin Small-Mid Cap Growth Securities Fund—Class 1	Franklin Advisers, Inc.	Seeks long-term capital growth.
Mutual Shares Securities Fund—Class 1	Franklin Mutual Advisers, LLC	Seeks capital appreciation, with income as a secondary goal.
Templeton Developing Markets Securities Fund—Class 1	Templeton Asset Management Ltd.	Seeks long-term capital appreciation.
ING Clarion Global Real Estate Portfolio—Class I	ING Investments, LLC ING Clarion Real Estate Securities (sub-advisor)	Seeks high total return consisting of capital appreciation and current income.
Janus Aspen Forty Portfolio—Institutional Shares	Janus Capital Management LLC	Seeks long-term growth of capital.
Janus Aspen Overseas Portfolio—Institutional Shares	Janus Capital Management LLC	Seeks long-term growth of capital.
Janus Aspen Perkins Mid Cap Value Portfolio— Institutional Shares	Janus Capital Management LLC Perkins Investment Management, LLC (formerly named Perkins, Wolf, McDonnell and Company, LLC (sub-adviser)	Seeks capital appreciation.
Prudential Series Fund—Jennison 20/20 Focus Portfolio—Class II	Jennison Associates LLC	Seeks long-term growth of capital.
Prudential Series Fund - Natural Resources Portfolio—Class II	Jennison Associates LLC	Seeks long-term growth of capital.
Prudential Series Fund - Value Portfolio—Class II	Jennison Associates LLC	Seeks capital appreciation.
Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I	Legg Mason Partners Fund Advisor, LLC ClearBridge Advisors, LLC (sub-advisor)	Seeks capital appreciation.
Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I	Legg Mason Partners Fund Advisor, LLC Western Asset Management Company, (sub-advisor)	Seeks to maximize total return.
Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I	Legg Mason Partners Fund Advisor, LLC ClearBridge Advisors, LLC (sub-advisor)	Seeks long-term growth of capital.
MFS Growth Series—Initial Class	Massachusetts Financial Services Company	Seeks capital appreciation.
MFS Global Equity Series—Initial Class	Massachusetts Financial Services Company	Seeks capital appreciation.
MFS Investors Growth Stock Series—Initial Class	Massachusetts Financial Services Company	Seeks capital appreciation.
MFS Utilities Series—Initial Class	Massachusetts Financial Services Company	Seeks total return.
Neuberger Berman Advisers Management Trust Partners Portfolio—I Class	Neuberger Berman Management LLC Neuberger Berman, LLC (sub-adviser)	Seeks growth of capital.
Neuberger Berman Advisers Management Trust Regency Portfolio—I Class	Neuberger Berman Management LLC Neuberger Berman, LLC (sub-adviser)	Seeks growth of capital.
PIMCO VIT All Asset Portfolio—Institutional Class	Pacific Investment Management Company LLC Research Affiliates, LLC (sub-adviser)	Seeks maximum real return, consistent with preservation of real capital and prudent investment managements.
PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class	Pacific Investment Management Company LLC	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
PIMCO VIT Real Return Portfolio—Institutional Class	Pacific Investment Management Company LLC	Seeks maximum real return, consistent with preservation of real capital and prudent investment management.
PVC Equity Income Account I—Class 1	Principal Management Corporation Edge Asset Management, Inc. (sub-advisor)	Seeks to provide a relatively high level of current income and long-term growth of income and capital.

Intelligent Variable Annuity   Prospectus   11

Portfolio	Investment Manager	Investment Objective
PVC MidCap Blend Account—Class 1	Principal Management Corporation Principal Global Investors, LLC. (sub-advisor)	Seeks to provide long-term capital appreciation.
Royce Capital Fund Micro-Cap Portfolio—Investment Class	Royce & Associates, LLC	Seeks long-term growth of capital.
Royce Capital Fund Small-Cap Portfolio—Investment Class	Royce & Associates, LLC	Seeks long-term growth of capital.
Wanger International	Columbia Wanger Asset Management, L.P.	Seeks long-term capital appreciation.
Wanger Select	Columbia Wanger Asset Management, L.P.	Seeks long-term capital appreciation.
Wanger USA	Columbia Wanger Asset Management, L.P.	Seeks long-term capital appreciation.

¹ There is no assurance that this Portfolio will be able to maintain a stable net asset value per share. In addition, during extended periods of low interest rates, and partly as a result of asset-based insurance charges, the yield on this Investment Account may become low and possibly negative.

Note that the accompanying prospectuses for the Portfolios may provide information for other portfolios that are not available through the Policies. When you consult the accompanying prospectuses, you should be careful to refer only to the information regarding the Portfolios listed above.

These Portfolios are not available for purchase directly by the general public, and are not the same as other mutual fund portfolios with very similar or nearly identical names that are sold directly to the public. However, the investment objectives and policies of certain Portfolios available under the Contract may be very similar to the investment objectives and policies of other portfolios that are or may be managed by the same investment manager. Nevertheless, the investment performance of the Portfolios available under the Contract may be lower or higher than the investment performance of these other (publicly available) portfolios. There can be no assurance, and we make no representation, that the investment performance of any of the Portfolios available under the Contract will be comparable to the investment performance of any other portfolio, even if the other portfolio has the same investment manager, the same investment objectives and policies, and/or a very similar or nearly identical name.

Please read the accompanying prospectuses to obtain more complete information regarding the Portfolios. Keep this prospectus and the Portfolios’ prospectuses for future reference.

CHANGES TO THE SEPARATE ACCOUNT

Where permitted by applicable law, we reserve the right to take certain actions that we deem necessary to serve your best interests and appropriate to carry out the purposes of this Contract. When required by law, we will obtain approval by you, the Securities and Exchange Commission, and/or any appropriate regulatory authority. The actions that we may take include:

• deregistering the Separate Account under the 1940 Act;

• operating the Separate Account in any form permitted under the 1940 Act, or in any other form permitted by law;

• taking any action necessary to comply with or obtain and continue any exemptions from the 1940 Act;

• adding, combining or removing Investment Accounts in the Separate Account;

• substituting, for the Portfolio shares held in any Investment Account, the shares of another class issued by the Portfolio, or the shares of another investment company or any other investment permitted by law;

• change the way we deduct or collect charges under the Contract, but without increasing the charges unless and to the extent permitted by other provisions of this Contract;

• making any other necessary technical changes in this Contract in order to conform with any action this provision permits us to take; and

• adding to, eliminating, or suspending your ability to allocate Premiums or transfer Accumulation Value into any Investment Option.

We can add new Investment Accounts in the future that would invest in other Portfolios, funds or other investment vehicles. We don’t guarantee that the Separate Account, any existing Investment Account, or any Investment Account added in the future will always be available. We reserve the right to add or close Investment Accounts, substitute another Portfolio, fund or other investment vehicle without your consent, or combine Investment Accounts or Portfolios. A substituted Portfolio, fund or investment vehicle may have different fees and expenses. Substitutions and Investment Account closings may be made with respect to existing investments or the investment of future Premiums, or both. However, no substitution will be made without any necessary approval of the Securities and Exchange Commission. A Portfolio also may discontinue offering its shares to the Investment Accounts. In addition, we reserve the right to make other structural and operational changes affecting the Separate Account and the Contract.

We will notify you if any of these changes result in a material change in the underlying investments of an Investment Account of the Separate Account to which any

12  Prospectus   Intelligent Variable Annuity

part of your Accumulation Value is allocated. Information about any such change will be filed with any regulatory authority where required and will be subject to any required approval.

If you object to a material change and a portion of your Accumulation Value is attributable to the affected Investment Account, then you may transfer that value into another Investment Account.

To effect such transfers, we must receive your acceptable request at our Administrative Office within 60 days of the postmarked notice of material change. We will not deduct a transfer charge for this transaction.

VOTING PORTFOLIO SHARES

The Separate Account is the legal owner of the shares of the Portfolios being offered through the Investment Accounts in your Contract. It therefore has the right to vote its shares at any meeting of the Portfolios’ shareholders. Generally, open-end investment companies, such as the Portfolios, do not hold annual meetings of shareholders. However, if and when shareholder meetings are held, we will give you the right to instruct us how to vote the shares attributable to your Contract. If we don’t receive timely instructions from you, we will vote your shares in the same proportion as the voting instructions received on all outstanding Contracts. Please note that the effect of proportional voting is that a small number of Contractowners may control the outcome of a vote. We may vote the shares of the Portfolios in our own right in some cases, if we determine that we may legally do so.

The number of Portfolio shares attributable to you is determined by dividing your interest in the applicable Investment Account by the net asset value of the underlying Portfolio.

THE CONTRACT—THE ACCUMULATION PERIOD

The Contract is an individual flexible-premium (you can contribute varying amounts) deferred annuity that accepts after-tax dollars for Non-Qualified and pre-tax dollars for Qualified Contracts. The rights and benefits of the Contract are summarized below. However, the descriptions you read here are qualified entirely by the Contract itself. We offer the Contract in most states and the District of Columbia, although the Contract may not be available to residents in every state.

PURCHASING A CONTRACT AND REMITTING PREMIUMS

Minimum Initial and Maximum Additional Premiums. We will issue you a Non-Qualified Contract as soon as we receive your completed application and your initial Premium at our Administrative Office. Initial Premiums must be for at least $2,500.

For Qualified Contracts you may not make Premium payments in excess of the applicable annual contribution limit as specified in the IRC. For advice on making contributions to a Qualified Contract, please consult your investment or tax advisor.

Please send your check, payable to TIAA-CREF Life Insurance Company, along with the application to:

TIAA-CREF Life Insurance Company

Attn: New Business Department

P.O. Box 1291

Charlotte, NC 28801-1291

Note that we cannot accept money orders, travelers checks, or cash. In addition, we will not accept a third-party check where the relationship of the payor to the Contractowner cannot be identified from the face of the check. We will credit your initial Premium within two Business Days after we receive all necessary information or the Premium itself, whichever is later. If we don’t have the necessary information within five Business Days, we’ll return your initial Premium unless you instruct us otherwise upon being contacted.

Additional Premiums. Subsequent Premiums must be for at least $50. We reserve the right to limit Premiums to no more than $1,000,000 a year. Send a check, payable to TIAA-CREF Life Insurance Company, including your Contract number, to:

TC-Life VA Collections

P.O. Box 933866

Atlanta, GA 31139-3866

These Premiums will be credited as of the Business Day we receive them, and allocated in the same way as your investment instructions currently on file, unless you instruct otherwise. Currently, TIAA-CREF Life will accept Premiums at any time both the Contractowner(s) and the Annuitant(s) are living and your Contract is in the Accumulation Period. However, we reserve the right not to accept Premiums under this Contract after you have been given three months’ notice.

Electronic Payment. You may make initial or subsequent investments by electronic payment. You may also establish an automatic investment plan using Electronic Funds Transfers (EFT) by completing an authorization form. If the automatic investment plan is used for a Qualified Contract, you should consult your tax advisor for advice regarding maximum contributions. A federal wire is usually received the same day and an ACH is usually received by the second day after transmission. Be aware that your bank may charge you a fee to wire funds, although ACH is usually less expensive than a federal wire. Here’s what you need to do:

1. If you are sending in an initial Premium, send us your application;

2. Instruct your bank to wire money to:

Wachovia Bank, N.A.

ABA Number 031201467

Avondale, PA

Account of: TIAA-CREF Life Insurance Company

Account Number: 2000035305820

Intelligent Variable Annuity   Prospectus   13

3. Specify on the wire:

• Your name, address and Social Security Number(s) or Taxpayer Identification Number

• Indicate if this is for a new application or existing Contract (provide Contract number if existing)

More About Remitting Premiums. We will not be deemed to have received any Premiums sent to the addresses designated in this prospectus for remitting Premiums until the third party service administrator has received such Premiums along with any necessary information.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions, including us, to obtain, verify and record information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, address, date of birth, social security number and other information that will allow us to identify you, such as your home telephone number. Until you provide us with the information we need, we may not be able to open an account or effect any transactions for you.

If we are unable to verify your identity, or that of another person authorized to act on your behalf, or if we believe that we have identified potentially criminal activity, we reserve the right to take such action as we deem appropriate, which may include closing your account.

Certain Restrictions. You may only open one Contract in any calendar year. Except as otherwise described in this prospectus, the Contract doesn’t restrict how large your Premiums are or how often you send them, although we reserve the right to impose restrictions in the future.

We reserve the right to reject any Premium payment or to place dollar limitations on the amount of a Premium. If mandated under applicable law, including federal laws designed to counter terrorism and prevent money laundering, we may be required to reject a Premium payment. We may also be required to block a Contractowner’s account and refuse to pay any request for transfers, withdrawals, surrenders, or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your Contract to government regulators.

Investment Account Accumulation

At the end of any Business Day, the Accumulation Value in each Investment Account is equal to the number of Accumulation Units in each Investment Account multiplied by the Accumulation Unit value for that Investment Account.

The Number of Accumulation Units in any Investment Account at the end of the day will be increased by:

• Premiums allocated to that Investment Account; and

• Transfers from another Investment Account;

And will be decreased by:

• Deductions of Premium taxes incurred for the Investment Account; and

• Withdrawals from Accumulation Value in the Investment Account; and

• Transfers to another Investment Account; and

• Any portion of the death benefit paid; and

• Annual maintenance fee that has been deducted from the Investment Account; and

• Redemption charges imposed by a Portfolio underlying an Investment Account.

Every time you allocate or transfer money to or from an Investment Account, we convert that dollar amount into Accumulation Units. We determine the number of Accumulation Units we credit to, or subtract from, your Contract by dividing the dollar amount of the transaction by the Accumulation Unit value for that Investment Account at the end of the Business Day.

ACCUMULATION UNIT VALUE

We determine an Accumulation Unit value for each Investment Account to reflect how investment performance affects the Accumulation Value. Unit values will vary among Investment Accounts. The Unit value may increase or decrease from one Business Day to the next.

The Accumulation Unit value of any Investment Account at the end of any Business Day equals:

• The Accumulation Unit value of the Investment Account on the immediately preceding Business Day; multiplied by

• The net investment factor for that Investment Account on that Investment Day.

The net investment factor:

• Measures the investment performance of an Investment Account from one Business Day to the next;

• Increases to reflect investment income and capital gains (realized and unrealized) for the shares of the underlying Portfolio;

• Decreases to reflect any capital losses (realized and unrealized) for the shares of the underlying Portfolio, as well as the underlying Portfolio expenses; and

• Decreases to reflect the mortality and expense risk charge which is based upon the following annual rates applied to total value in all Investment Accounts:

• 0.40% if the value of Accumulation Units in all Investment Accounts is less than $100,000;

• 0.25% if the value of Accumulation Units in all Investment Accounts is from $100,000 to $500,000; and

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• 0.15% if the value of Accumulation Units in all Investment Accounts is more than $500,000.

• In contract years 11 and later, the annual rate is 0% regardless of the value of Accumulation Units in all Investment Accounts

• Decreases to reflect an Administrative Expense charge of 0.10% (0.30% before waiver) for all contract years; and

• If applicable, decreases to reflect the Guaranteed Minimum Death Benefit (GMDB) charge of 0.10%.

Accumulation Unit values on any non-Business Day are determined using the Unit values as of the most recent prior Business Day.

We deduct the mortality and expense risk charge to compensate us for certain mortality and expense risks we assume, and for certain expenses we incur. The mortality risk is the risk that an Annuitant will live for a longer time than we project. The expense risk is the risk that the expenses that we incur will exceed the Contract charges.

In order to accommodate the varying mortality and expense risk charges, as well as the application of the GMDB charge on certain contacts, separate Accumulation Unit values will be maintained via different charge bands. On the last Business Day of each month, we will transfer Accumulation Units between bands if your Accumulation Value on that day increases above or decreases below a particular band breakpoint. In addition, on any Business Day in which you make a Premium or withdrawal, we also will transfer Accumulation Units between bands if the Premium or withdrawal causes your Accumulation Value on that day to increase above or decrease below a particular band breakpoint.

GENERAL CONSIDERATIONS FOR ALL TRANSFERS AND CASH WITHDRAWALS

You can tell us how much you want to transfer or withdraw in dollars, Accumulation Units, or as a percentage of your Accumulation Value.

Transfers and cash withdrawals are effective at the end of the Business Day we receive your request and any required information and documentation. Transfers and cash withdrawals made at any time other than during a Business Day will be effective at the end of the next Business Day. You can also defer the effective date of a transfer or cash withdrawal to a future Business Day acceptable to us.

TRANSFERS

You can transfer some (at least $250 at a time) or all of the amount you accumulate under your Contract among the Separate Account’s Investment Accounts. Currently, we limit the number of transfers you may make among the Investment Account options. Please see “Transfer Policies Regarding Market Timing and Frequent Trading.” We do not assess a transfer charge.

To request a transfer, write to or call our Administrative Office, or go to our Web Center’s account access feature at www.tiaa-cref.org. If you make a telephone or Internet transfer at any time other than during a Business Day, it will be effective at the close of the next Business Day. We can suspend or terminate your ability to transfer by telephone, fax, or over the Internet at any time for any reason.

TRANSFER POLICIES REGARDING MARKET TIMING AND FREQUENT TRADING

There are Contractowners who may try to profit from transferring money back and forth among Investment Accounts in an effort to “time” the market. As money is shifted in and out of these Investment Accounts, we incur transaction costs and the underlying Portfolios incur expenses for buying and selling securities. These costs are borne by all Contractowners. In addition, market timing can interfere with efficient portfolio management and cause dilution, if timers are able to take advantage of pricing inefficiencies. The risk of pricing inefficiencies can be particularly acute for Portfolios invested primarily in foreign securities, such as the TIAA-CREF Life International Equity Fund.

We have adopted policies and procedures to discourage market timing activity and control certain transfer activity. We have the right to modify our policies and procedures at any time without advance notice. Under these policies and procedures, if, within a 60-day calendar day period, a Contractowner redeems or exchanges any monies out of an Investment Account that holds shares of a Portfolio (other than an Investment Account that invests in the TIAA-CREF Life Money Market Fund and transfers made pursuant to the dollar cost averaging and automatic account rebalancing programs), subsequently purchases or exchanges any monies back into that same Investment Account holding shares of the Portfolio and then redeems or exchanges any monies out of the same Investment Account, the Contractowner will not be permitted to make electronic transfers (i.e., transfers over the Internet, by telephone or fax) back into that same Investment Account holding shares of the Portfolio through a purchase or exchange for 90 calendar days.

To the extent permitted by applicable law, we may reject, limit, defer or impose other conditions on transfers into or out of an Investment Account in order to curb frequent transfer activity to the extent that comparable limitations are imposed on the purchase, redemption or exchange of shares of any of the Portfolios under the separate account.

If we regard the transfer activity as disruptive to an underlying Portfolio’s efficient portfolio management, based on the timing or amount of the investment or because of a history of excessive trading by the investor, we may limit a Contractowner’s ability to make transfers by telephone, fax or over the Internet. We also may stop doing business with financial advisors who engage in excessive transfer activity on behalf of their clients. Because we have discretion in applying these policies, it is possible that similar activity could be handled differently with the result that some market timing activity may not be detected.

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We seek to apply our market timing and other transfer policies uniformly to all Contractowners. We reserve the right to waive these policies where management believes that the waiver is in the Contractowners’ best interests and that imposition of the policy’s restrictions is not necessary to protect Contractowners from the effects of short-term trading. Except as stated above, no exceptions are made with respect to the policies. The Contract is not appropriate for market timing. You should not invest in the Contract if you want to engage in market timing activity.

To the extent permitted by applicable law, we may not accept or we may defer transfers at any time that we are unable to purchase or redeem shares of any of the Portfolios under the separate account.

Contractowners seeking to engage in market timing may deploy a variety of strategies to avoid detection, and, despite our efforts to discourage market timing, there is no guarantee that TIAA-CREF Life or its agents will be able to identify all market timers or curtail their trading practices. If we do not identify or curtail market timers, there could be dilution in the value of account shares held by long-term Contractowners, increased transaction costs, and interference with the efficient portfolio management of the affected Portfolio.

The Portfolios available as investment options under the Contract may have adopted their own policies and procedures with respect to market timing and excessive trading of their respective shares. The prospectuses for the Portfolios describe any such policies and procedures. The policies and procedures of a Portfolio may be different, and more or less restrictive, than our policies and procedures or the policies and procedures of other Portfolios. While we reserve the right to enforce these policies and procedures, we may not have the contractual authority or the operational capacity to apply the market timing and excessive trading policies and procedures of the Portfolios. However, we have entered into a written agreement, as required by SEC regulation, with each Portfolio or its principal underwriter that obligates us to provide to the Portfolio promptly upon request certain information about the trading activity of individual Contractowners, and to execute instructions from the Portfolio to restrict or prohibit further purchases or transfers by specific Contractowners who violate the market timing and excessive trading policies established by the Portfolio.

In addition, some Portfolios may impose redemption fees on short-term trading (i.e., redemptions of fund shares within a certain number of days after purchase). The Portfolio determines the amount of the redemption fee and the fee is retained by or paid to the fund assessing the redemption fee and not TIAA-CREF Life. The redemption fee may affect the number and value of accumulation units transferred out of the Investment Account that invests in that Portfolio and, therefore, may affect the Investment Account accumulation. We reserve the right to administer and collect any such redemption fees from your accumulation on behalf of the Portfolios.

CASH WITHDRAWALS

You can withdraw some or all of your Accumulation Value in the Investment Accounts. Cash withdrawals must be for at least $1,000 (or your entire Accumulation Value, if less). Any withdrawal that would reduce your entire Accumulation Value below $1,000 will be considered a request for a full surrender. Surrenders from Qualified Contracts may be restricted or prohibited. There’s no charge for cash withdrawals.

If you withdraw your entire Accumulation Value in the Separate Account, we’ll cancel your Contract and all of our obligations to you under the Contract will end. We will deduct the annual maintenance fee from any surrender proceeds.

Withdrawals are subject to income tax, and a 10% penalty tax may apply if you are under age 59 ¹/2. (See “Federal Income Taxes.”)

SYSTEMATIC WITHDRAWALS

If your Accumulation Value is at least $10,000, you may have withdrawals made from one or more of the Investment Accounts on a systematic basis. Systematic withdrawals can be made monthly, quarterly, semi-annually or annually, from the first to the twenty-eighth day of the month. If the scheduled date of a systematic withdrawal is not a Business Day, the withdrawal will be deemed as a redemption request made on the previous Business Day and priced accordingly.

The starting date for systematic withdrawals must be at least seven calendar days after we receive all required forms. Systematic withdrawals will continue until the earliest of the following:

• the date you tell us to stop, or

• your Accumulation Value in any Investment Account is insufficient, or

• a withdrawal would cause your Accumulation Value to fall below $1,000, or

• your death, or

• the Annuitant’s death.

A periodic withdrawal amount must be either in dollars, or in percentage of Accumulation Value, or in numbers of Accumulation Units. The initial periodic withdrawal amount must be at least $100. Systematic withdrawals paid by check may be subject to a fee of up to $5 per payment. You may not have more than one systematic withdrawal program in effect at any one time.

Systematic withdrawals are not available to you while you own any other deferred annuities issued by us that:

• accept only after-tax contributions, and

• were issued during the calendar year in which the Contract was issued, and

• have an Accumulation Value greater than zero.

Systematic withdrawals are subject to all provisions applicable to withdrawals, except as otherwise provided herein. We may restrict the availability of systematic

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withdrawals from any new Investment Accounts that are added to your Contract after the issue date of the Contract. We may suspend future systematic withdrawals with ninety days’ written notice to you.

DOLLAR COST AVERAGING

If your Accumulation Value is at least $10,000, you may elect to participate in a dollar cost averaging program by providing us with acceptable notice. Dollar cost averaging is an investment strategy designed to reduce the investment risks associated with market fluctuations. The strategy spreads the allocation of your Premium into the Investment Accounts over a period of time by systematically and automatically transferring, on a periodic basis, specified dollar amounts from the TIAA-CREF Life Money Market Account to any Investment Account(s). This allows you to potentially reduce the risk of investing most of your Premium into the Investment Accounts at a time when prices are high. We do not assure the success of this strategy, and success depends on market trends. We cannot guarantee that dollar cost averaging will result in a profit or protect against loss. You should carefully consider your financial ability to continue the program over a long enough period of time to purchase Accumulation Units when their value is low as well as when it is high.

You choose whether transfers will be made on a monthly or a quarterly basis on the 1^st through the 28^th day of the month. If you don’t select a timing basis, we will make monthly transfers. Equal amounts (minimum $100) are automatically transferred from the TIAA-CREF Life Money Market Investment Account to your designated “target Investment Options” in the percentages selected. You may have multiple target Investment Options.

The starting date of a dollar cost averaging program must be at least seven calendar days after we receive all required forms, and a dollar cost averaging program can not begin during the “free look” period. We reserve the right to allow you to start only one dollar cost averaging program in any contract year or successive 12 month period. If an automatic account rebalancing program is in effect, a dollar cost averaging program cannot be initiated.

Dollar cost averaging will end if we receive an acceptable request to cancel the participation, the value of the TIAA-CREF Life Money Market Investment Account is insufficient to make the transfer, or the specified number of transfers has been completed. We may suspend dollar cost averaging program transfers with ninety days written notice to you. We reserve the right to terminate the dollar cost averaging program.

This program is excluded from our Transfer Policies Regarding Market Timing and Frequent Trading. See “Transfer Policies Regarding Market Timing and Frequent Trading.”

AUTOMATIC ACCOUNT REBALANCING PROGRAM

You may elect to participate in an automatic account rebalancing program by providing us with acceptable notice. Automatic account rebalancing will allow you to maintain your specified allocation mix among the Investment Options. You direct us to readjust your allocations on a monthly, quarterly, semi-annual or annual basis on the 1st through the 28^th day of the month.

We reserve the right to allow you to start only one automatic account rebalancing program in any contract year or successive 12-month period. If a dollar cost averaging program is in effect, an automatic account rebalancing program cannot be initiated.

Automatic account rebalancing will end if we receive an acceptable request to cancel your participation. We reserve the right to terminate the automatic account rebalancing program for a particular Contract.

This program is excluded from our Transfer Policies Regarding Market Timing and Frequent Trading. See  “Transfer Policies Regarding Market Timing and Frequent Trading.”

WITHDRAWALS TO PAY ADVISORY FEES

In certain situations, as agreed to between you and a registered investment adviser, you can set up a program to have money withdrawn directly from your Contract to pay your advisor. You will be required to complete and return certain forms to effect these cash withdrawals, indicating how you want the money to be withdrawn. If you do not specify how you want the money withdrawn, we will make the withdrawal from each of your Investment Accounts on a pro rata basis. As a Non-Qualified Contract, the withdrawal will be treated like any other distribution; it may be included in gross income for federal tax purposes and, if the Owner is under age 59 ¹/2, it may be subject to a 10% penalty tax. You should consult a tax advisor regarding the tax treatment of the payment of advisor fees from your Contract.

You may use systematic withdrawals to pay these advisory fees. Such withdrawals must be quarterly, not earlier than the seventh Business Day after the end of a calendar quarter. The amount withdrawn must be specified in dollars or in percentage of your Accumulation Value as of the end of the quarter. The financial advisor may request that we stop making withdrawals. We may determine the eligibility of financial advisors for systematic withdrawal payments.

These fees will go to individual registered investment advisers who are not affiliated with us or the Separate Account investment adviser. These fees are not Contract charges retained by us. These fees also are not the investment advisory fees paid by the underlying Portfolios. We will not assess any charge for the withdrawal of these fees.

TAX ISSUES

Make sure you understand the possible federal and other income tax consequences of transfers and cash withdrawals. Cash withdrawals are taxed at the rates for ordinary income—i.e., they are not treated as capital gains.

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Withdrawals before age 59 ¹/2 may subject you to early-distribution taxes as well. For more information, see “Federal Income Taxes.”

CHARGES

SEPARATE ACCOUNT CHARGES

We deduct charges each Business Day from the assets of each Investment Account for various services required to administer the Separate Account and the Contracts and to cover certain insurance risks borne by TIAA-CREF Life. While TIAA-CREF Life reserves the right to increase the Separate Account charges at any time, we will provide at least three months’ notice before any raise.

Administrative Expense Charge. This charge is for administration and operations, such as allocating Premiums and administering Accumulation Value. The daily deduction is equivalent to 0.30% of Accumulation Value annually. We deduct the charge daily from the net investment factor when calculating the Accumulation Unit values for the Investment Accounts.

We currently waive a portion of the Administrative Expense Charge, so that the current Administrative Expense Charge is 0.10%. While we reserve the right to increase this charge at any time, we will provide at least three months’ notice before we raise the Administrative Expense Charge above 0.10%.

Mortality and Expense Risk Charge. We impose a daily charge as compensation for bearing certain mortality and expense risks in connection with the Contracts. We deduct the charge daily from the net investment factor when calculating the Accumulation Unit values for the Investment Accounts.

The daily deduction is equivalent to the following percentages of Accumulation Value annually:

During the First 10 Contract Years:
If Accumulation Value is less than $100,000:	0.40	%
If Accumulation Value is between $100,000–$500,000:	0.25	%
If Accumulation Value is greater than $500,000:	0.15	%
After the First 10 Contract Years:	0.00	%

On the last Business Day of each month, we will transfer Accumulation Units between bands if your Accumulation Value on that day increases above or decreases below a particular band breakpoint. In addition, on any Business Day in which you make a Premium or withdrawal, we also will transfer Accumulation Units between bands if the Premium or withdrawal causes your Accumulation Value on that day to increase above or decrease below a particular band breakpoint.

Our mortality risks come from our obligations under the Contracts to make annuity payments under the One-Life Annuity and the Two-Life Annuity and to pay death benefits before the Annuity Period begins. We assume the risk of making annuity payments regardless of how long the Annuitant(s) may live or whether the mortality experience of Annuitants as a group is better than expected. We also bear a risk in connection with our Guaranteed Minimum Death Benefit guarantee, since this death benefit may be more than your Accumulation Value.

Our expense risk is the possibility that our actual expenses for administering and marketing the Contract and for operating the Separate Account will be higher than the amount recovered through the administrative expense charge.

If the mortality and expense risk charge isn’t enough to cover our costs, we will absorb the deficit. On the other hand, if the charge more than covers costs, we will profit. We will pay a fee from our General Account assets, which may include amounts derived from the mortality and expense risk charge, to Teachers Personal Investors Services, Inc. (TPIS), the principal underwriter of the Contract.

Guaranteed Minimum Death Benefit Charge. If you elect the Guaranteed Minimum Death Benefit, we will assess an additional charge of 0.10% of Accumulation Value, on an annual basis, as compensation for providing this guaranteed benefit. We deduct the charge daily from the net investment factor when calculating the Accumulation Unit values for the Investment Accounts.

OTHER CHARGES AND EXPENSES

Portfolio Expenses. Each Investment Account purchases shares of the corresponding Portfolio at net asset value. Certain deductions and expenses of the underlying Portfolios are paid out of the assets of the Portfolios. These expenses may include charges for portfolio accounting, custody, and other services provided to the Portfolio. The Portfolios’ investment advisers also are entitled to an annual management fee based on a percentage of the average daily net assets of each Portfolio. Portfolio expenses are not fixed or specified under the terms of the Contract, and may change periodically. For further information, consult the Portfolios’ prospectuses and the Annual Operating Expense table included in the summary of this prospectus.

No Deductions from Premiums. The Contract provides for no front-end charges.

Premium Taxes. Currently, residents of several states may be subject to premium taxes on their Contract. We normally will deduct any charges for premium taxes from your Accumulation Value when it’s applied to provide annuity payments. However, if a jurisdiction requires that premium taxes be paid at other times, such as when Premiums are paid or when cash withdrawals are taken, we’ll deduct premium taxes then. State premium taxes currently range from 1.00 percent to 3.50 percent of Premium payments.

Annual Maintenance Fee. Your Contract will be subject to an annual maintenance fee of $25 to compensate us for the expenses associated with administering your Contract. We will assess this fee on every annual anniversary of your Contract and on surrender of your Contract. We will waive

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the annual maintenance fee if your Accumulation Value exceeds $25,000 on the anniversary date of your Contract or the day you surrender your Contract. If your Accumulation Value in the TIAA-CREF Life Money Market Investment Account is greater than the amount of the maintenance fee, we will deduct the fee from the TIAA-CREF Life Money Market Investment Account. Otherwise, we will deduct the fee from the Investment Accounts in proportion the Accumulation Value in each Investment Account. We do not deduct this charge during the Annuity Period.

Transfer Charge. We do not charge you for transfers.

Surrender Charge. We do not deduct any surrender charges if you withdraw all Accumulation Value from the Contract, although we will assess the annual maintenance fee.

THE CONTRACT—THE ANNUITY PERIOD

You can apply your Accumulation Value to provide annuity payments from a fixed account that is part of our General Account. Annuity payments will be based, among other things, on the amount of your Accumulation Value, your choice of Income Option, and your choice among the payout options. You may elect to receive monthly, quarterly, semi-annual or annual payments. If your annuity payments would be less than $100 under the payment option you choose, we may make annuity payments less frequently than that. The total value of annuity payments made to you may be more or less than the total Premiums you paid under the Contract.

WHEN ANNUITY PAYMENTS BEGIN

Generally you pick the date when you want annuity payments to begin when you first apply for a Contract. The date you choose cannot be later than the Annuitant’s 90th birthday. You can choose or change this annuity starting date at any time before annuity payments begin. In any case, the annuity starting date will be the first day of a month and can not be earlier than fourteen months after the day your Contract is issued (twelve months for Contracts issued in Florida). Your first annuity check may be delayed while we process your choice of Income Options and calculate the amount of your initial payment.

For payments to begin on the annuity starting date you chose, we must have received all information and documentation necessary for the Income Option you’ve picked. If we haven’t received all the necessary information, we’ll defer the annuity starting date until the first day of the month after the information has reached us, but not beyond the Annuitant’s 90th birthday. If you haven’t picked an Income Option by then or if we have not otherwise received all the necessary information, we will begin payments under a One-Life Annuity with, if allowed under federal tax law, a ten year guaranteed period. The payments will be made out of the fixed account.

We’ll send your annuity payments by mail to your home address or (on your request) by mail or electronic fund transfer to your bank. If the address or bank where you want your payments changes, it’s your responsibility to let us know. We can send payments to your residence or most banks abroad.

INCOME PAYMENTS

Your payments are based on your Accumulation Value determined on the last Business Day before the annuity starting date. At the annuity starting date, the dollar amount of each annuity payment resulting from your Accumulation Value is fixed, based upon:

• the annuity option you choose

• the length of the fixed period or guaranteed period, as applicable

• the frequency of payment you choose

• the ages of the Annuitant and any Second Annuitant, and

• the current annuity rates, not to be less than those specified in your Contract’s rate schedule.

Payments are not variable—they won’t change based on the investment experience of any Investment Account.

ANNUITY OPTIONS

You have a number of different annuity options. The current options are:

• One-Life Annuities with or without Guaranteed Period. Pays income as long as the Annuitant lives. If you opt for a guaranteed period (10, 15 or 20 years) and your Annuitant dies before it’s over, income payments will continue to you or your Beneficiary until the end of the period. If you don’t opt for a guaranteed period, all payments end at the Annuitant’s death—so that it’s possible for you to receive only one payment if your Annuitant dies less than a month after payments start.

• Fixed-Period Annuities. Pays income for a stipulated period of not less than two nor more than thirty years. At the end of the period you’ve chosen, payments stop. If you die before the period is up, your Beneficiary becomes the Contractowner.

• Two-Life Annuities with or without Guaranteed Period. Pays income to you as long as the Annuitant or Second Annuitant lives, then continues at either the same or a reduced level for the life of the survivor, or until the end of the specified guaranteed period, whichever period is longer. There are three types of two-life annuity options, all available with or without a guaranteed period—Full Benefit While Either the Annuitant or the Second Annuitant is Alive, Two-Thirds Benefit After the Death of Either the Annuitant or the Second Annuitant, and a Half-Benefit After the Death of the Annuitant.

Your Beneficiary has the right to receive in a lump sum the commuted value of any periodic payments or other amounts remaining due under a Fixed-Period Annuity or

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Life Annuity with a Guaranteed Period. The commuted value, which is the present value of annuity payments used when an annuity will be paid in a lump sum instead of a series of payments, is equal to the sum of payments less the interest that would have been earned from the effective date of the commuted value calculation to the date each payment would have been made. The interest rate used is the same as that used to determine the guaranteed amount of the annuity payments.

DEATH BENEFITS

AVAILABILITY; CHOOSING BENEFICIARIES

Unless the “Special Option For Spouses” described immediately below applies, the death benefit will be paid if either the Owner or Annuitant dies during the Accumulation Period. When you fill out an application for a Contract, you name one or more Beneficiaries to receive the death benefit if you die. You can change your Beneficiary at any time during the Accumulation Period. For more information on designating Beneficiaries, contact TIAA-CREF Life or your legal adviser.

SPECIAL OPTION FOR SPOUSES

If the surviving spouse is the sole Beneficiary when the Owner dies, the spouse can choose to become the Contractowner and continue the Contract, or receive the death benefit. If the surviving spouse does not make a choice within 60 days after we receive proof of death, the spouse will automatically become the Contractowner, and no death benefit will be paid to the surviving spouse. Your spouse will also become the Annuitant if you were the Annuitant.

The right of a spouse to continue the Contract and all Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under Federal law. The Federal Defense of Marriage Act currently does not recognize same-sex marriages or civil unions, even those which are permitted under individual state laws. Therefore, the spousal continuation provisions of this Contract will not be available to such partners or same sex marriage spouses. Consult a tax advisor for more information on this subject.

AMOUNT OF DEATH BENEFIT

The amount of the death benefit is your Accumulation Value on the Valuation Day we authorize payment of the death benefit. We will authorize payment of a Beneficiary’s portion of the death benefit on the date we receive due proof of death of an Owner or Annuitant and all information required to be furnished for payment of that Beneficiary’s portion of the death benefit.

If you have elected the Guaranteed Minimum Death Benefit (for an additional charge), and this amount is greater than the Accumulation Value, we will instead pay the Guaranteed Minimum Death Benefit (see below).

GUARANTEED MINIMUM DEATH BENEFIT OPTION

If you elected the Guaranteed Minimum Death Benefit option (for an additional charge) and, on the Business Day we authorize payment of the death benefit, this amount is greater than the Contract death benefit (which is equal to the Accumulation Value), then we will pay the Guaranteed Minimum Death Benefit instead of the Contract death benefit.

The Guaranteed Minimum Death Benefit on any Business Day is equal to the sum of all Premiums credited under the Contract less the “adjusted sum” of each withdrawal made.

The adjusted sum of each withdrawal made is equal to the sum of each withdrawal multiplied by the greater of 1 or the following:

• the value of the Guaranteed Minimum Death Benefit on the Business Day preceding the withdrawal, divided by

• the Accumulation Value on the Business Day of the withdrawal, excluding the effect of any transactions on that day.

Multiple withdrawals made on any single day will be aggregated for the purpose of this calculation.

The following example is intended to illustrate how we calculate the Guaranteed Minimum Death Benefit. Assume:

• On July 16^th , an initial Premium of $10,000 is received by us and the Contract is issued.

• The Accumulation Value equals $10,000.

• The Contract death benefit, which is equal to the Accumulation Value, is also $10,000.

• The Guaranteed Minimum Death Benefit, which is equal to the sum of all Premiums ($10,000) less the “adjusted sum” of each withdrawal ($0), also equals $10,000.

If a death benefit were to be paid on this date, it would be equal to the Contract death benefit of $10,000. Because the Guaranteed Minimum Death Benefit is not greater than the Contract death benefit, we will not instead pay the Guaranteed Minimum Death Benefit.

• On August 21^st, a withdrawal of $2,000 is made from the Contract.

• Assume that prior to the withdrawal, the Accumulation Value equals $8,500. After the withdrawal, the Accumulation Value equals $6,500.

• The Contract death benefit, which is equal to the Accumulation Value after the withdrawal, is $6,500.

• The Guaranteed Minimum Death Benefit is equal to the sum of all Premiums less the “adjusted sum” of each withdrawal.

• The “adjusted sum” of the $2,000 withdrawal is equal to the withdrawal ($2,000) multiplied by the greater of:

1. 1; or

2. the prior Business Day’s Guaranteed Minimum Death Benefit ($10,000) divided by the current

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Accumulation Value excluding the effect of any transactions on that day ($8,500). This equals 1.1764706 ($10,000/$8,500).

• Because 1.176 is greater than 1, the withdrawal ($2,000) is multiplied by 1.1764706 to equal $2,352.94.

• The Guaranteed Minimum Death Benefit, which is equal to the sum of all Premiums ($10,000) less the “adjusted sum” of each withdrawal ($2,352.94), equals $7,647.06.

If a death benefit were to be paid on this date, it would be equal to the Guaranteed Minimum Death Benefit of $7,647.06, because this amount is greater than the Contract death benefit of $6,500.

• On September 1^st, a subsequent Premium of $20,000 is received by us.

• Assume that prior to receipt of the Premium, the Accumulation Value equals $9,000. After the Premium is received, the Accumulation Value equals $29,000.

• The Contract death benefit, which is equal to the Accumulation Value after the Premium is received, is $29,000.

• The Guaranteed Minimum Death Benefit, which is equal to the sum of all Premiums ($30,000=$10,000+$20,000) less the “adjusted sum” of each withdrawal ($2,352.94), equals $27,647.06 ($30,000–$2,352.94).

If a death benefit were to be paid on this date, it would be equal to the Contract death benefit of $29,000, which is greater than the Guaranteed Minimum Death Benefit of $27,647.06.

• On September 28^th, a withdrawal of $5,000 is made from the Contract.

• Assume that prior to the withdrawal, the Accumulation Value equals $31,500. After the withdrawal, the Accumulation Value equals $26,500.

• The Contract death benefit, which is equal to the Accumulation Value after the withdrawal, is $26,500.

• The Guaranteed Minimum Death Benefit is equal to the sum of all Premiums less the “adjusted sum” of each withdrawal.

• The “adjusted sum” of the $5,000 withdrawal is equal to the withdrawal ($5,000) multiplied by the greater of:

1. 1; or

2. the prior Business Day’s Guaranteed Minimum Death Benefit ($27,647.06) divided by the current Accumulation Value excluding the effect of any transactions on that day ($31,500). This equals 0.877684 ($27,647.06/$31,500).

• Because 1 is greater than 0.877684, the withdrawal ($5,000) is multiplied by 1 to equal $5,000.

• The Guaranteed Minimum Death Benefit, which is equal to the sum of all Premiums ($30,000=$10,000+$20,000) less the “adjusted sum” of each withdrawal ($7,352.94=$2,352.94+$5,000), equals $22,647.06.

If a death benefit were to be paid on this date, it would be equal to the Contract death benefit of $26,500, which is greater than the Guaranteed Minimum Death Benefit of $22,647.06.

The Guaranteed Minimum Death Benefit is a guaranteed minimum, which means that we will only pay this amount if it is greater than the Contract death benefit.

The daily charge for the Guaranteed Minimum Death Benefit is shown in the “Separate Account Charges” section of this Prospectus. You may not elect the Guaranteed Minimum Death Benefit after we issue your Contract, and may not cancel it after we issue your Contract.

METHODS OF PAYMENT OF DEATH BENEFITS

The sole method of payment for death benefits is a single-sum payment. The entire death benefit is paid at once. If there is more than one Beneficiary, we will pay each Beneficiary, in a single-sum payment, his or her portion of the death benefit as determined on the Valuation Day we receive all information required to be furnished for payment of that Beneficiary’s portion of the death benefit. Because Beneficiaries may provide the required information to us on different days, Beneficiaries may receive differing amounts, even where all Beneficiaries have been designated so as to share equally in the death benefit proceeds.

Death benefit payments must be made within five years of your death. Upon payment of the entire death benefit, the Contract will terminate.

In all events, the death benefit and the termination provisions of the Contract will be administered in accordance with the requirements of Sections 72(s) or 401(a)(9), as applicable to your Contract.

DELAYS IN PAYMENTS

We usually pay the amounts of any surrender, partial withdrawal, death benefit proceeds, or transfer from the Investment Accounts within 7 days after we receive all applicable acceptable notices, and/or due proofs of death. However, we can postpone these payments if:

• the New York Stock Exchange is closed for trading, other than customary weekend and holiday closing, or trading on the New York Stock Exchange is restricted as determined by the Securities and Exchange Commission; or

• an emergency exists, as a result of which the Securities and Exchange Commission determines that (A) the disposal of shares in an Investment Account or its corresponding Portfolio is not reasonably practicable, or (B) it is not reasonably practicable to fairly determine

Intelligent Variable Annuity   Prospectus   21

the value of the net assets of an Investment Account or its corresponding Portfolio; or

• an Investment Account or its corresponding Portfolio otherwise suspends payment or redemption of its shares pursuant to an order of the Securities and Exchange Commission; or

• you have submitted a check or draft to our Administrative Office, in which case we have the right to defer payment until the check or draft has been honored.

FEDERAL INCOME TAXES

The following discussion is based on our understanding of current federal income tax law, and is subject to change. For complete information on your personal tax situation, check with a qualified tax adviser.

TAXATION OF ANNUITIES

The following discussion assumes the Contracts qualify as annuity Contracts for federal income tax purposes:

In General. Internal Revenue Code (IRC) Section 72 governs annuity taxation generally. We believe an Owner who is a natural person usually won’t be taxed on increases in the value of a Contract until there is a distribution (i.e., the Owner withdraws all or part of the Accumulation Value or takes annuity payments). Since transfers among Investment Accounts under the Contract aren’t considered distributions, they won’t be taxed. Assigning, pledging, or agreeing to assign or pledge any part of the Accumulation Value usually will be considered a distribution.

Withdrawals of accumulated investment earnings are taxable as ordinary income. The IRC generally requires Non-Qualified Contract withdrawals to be first allocated to investment earnings.

The Owner of any annuity Contract who is not a natural person (such as a corporation or trust) generally must include in income any increases in the value of the Contract during the taxable year. There are some exceptions to this rule and a prospective Owner that is not a natural person should discuss these with a tax adviser.

Qualified and Non-Qualified Contracts. The Contract can only be purchased as an individual, and is referred to as a Non-Qualified Contract. Annuity contracts purchased as part of an IRA, Roth IRA, SEP or SIMPLE plan are referred to as a Qualified Contract.

The following discussion applies generally to Contracts owned by a natural person:

Withdrawals—Non-Qualified Contracts. If you make a withdrawal from your Non-Qualified Contract, the IRC generally treats such a withdrawal as first coming from earnings and then from your Premiums. Such withdrawn earnings are includible in income.

Diversification Requirements. The IRC requires that the investments of each Investment Account of the Separate Account underlying the Contracts be “adequately diversified” in order for the Non-Qualified Contracts to be treated as annuity contracts for Federal income tax purposes. It is intended that each Investment Account, through the Portfolio in which it invests, will satisfy these diversification requirements.

Owner Control. In certain circumstances, owners of variable annuity contracts have been considered for Federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the contractowners have been currently taxed on income and gains attributable to the variable account assets. There is limited guidance in this area, and some features of our Contracts, such as the flexibility of a Contractowner to allocate Premiums and transfer amounts among the Investment Accounts of the Separate Account, have not been explicitly addressed in published rulings. While we believe that the Contracts do not give Owners investment control over Separate Account assets, we reserve the right to modify the Contracts as necessary to prevent a Contractowner from being treated as the Owner of the Separate Account assets supporting the Contract.

Required Distributions. In order to be treated as an annuity contract for Federal income tax purposes, Section 72(s) of the IRC requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of an Owner of the Contract. Specifically, Section 72(s) requires that (a) if any Owner dies on or after the annuity starting date, but prior to the time the entire interest in the Contract has been distributed, the entire interest in the Contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such Owner’s death; and (b) if any Owner dies prior to the annuity starting date, the entire interest in the Contract will be distributed within five years after the date of such Owner’s death. However, if the designated Beneficiary is the surviving spouse of the deceased Owner (as defined under Federal law), the Contract may be continued with the surviving spouse as the new Owner.

The Non-Qualified Annuity endorsement contains provisions that are intended to comply with these IRC requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Other rules may apply to Qualified contracts.

The IRC also provides that any amount received under an annuity contract that is included in income may be subject to a penalty. The amount of the penalty is equal to 10% of the amount that is includible in income. Some withdrawals will be exempt from the penalty. They include any amounts:

(1) paid on or after the taxpayer reaches age 59 ¹/2;

(2) paid after you die;

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(3) paid if the taxpayer becomes totally disabled (as that term is defined in the IRC);

(4) paid in a series of substantially equal payments made annually (or more frequently) for life or a period not exceeding life expectancy;

(5) paid under an immediate annuity; or

(6) that come from purchase payments made prior to August 14, 1982.

With respect to (4) above, if the series of substantially equal periodic payments is modified (unless under permitted exceptions) before the later of your attaining age 59 ¹/2 or 5 years from the date of the first periodic payment, then the tax for the year of the modification is increased by an amount equal to the tax which would have been imposed (the 10% penalty tax) but for the exception plus interest for the tax years in which the exception was used.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a Contract because of your death or the death of the Annuitant. Generally, these amounts are taxed to the recipient: (i) if distributed in a lump sum, in the same manner as a surrender of the Contract, or (ii) if distributed under a payout option, in the same way as annuity payments.

Partial 1035 Exchanges. Section 1035 of the IRC provides that a non-qualified annuity contract may be exchanged in a tax-free transaction for another annuity contract. The Internal Revenue Service (IRS) has also ruled that a partial exchange of an annuity contract, whereby a portion of an annuity contract is directly transferred into another annuity contract, would also generally qualify as a non-taxable exchange. IRS guidance provides that a distribution from either of the contracts involved in the direct partial exchange within 12 months of the exchange would result in the exchange being treated as a taxable distribution from the first contract, followed by a payment for the second contract, except in limited circumstances, including a lifetime event such as divorce, disability or loss of employment which occurred between the date of the partial direct exchange and the withdrawal. Contractowners should consult their own tax advisers prior to entering into a partial exchange of an annuity contract.

Medicare Tax. Beginning in 2013, distributions from non-qualified annuity contracts will be considered “investment income” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g. earnings) to individuals whose income exceeds certain threshold amounts ($200,000 for filing single, $250,000 for married filing jointly and $125,000 for married filing separately.) Please consult a tax advisor for more information.

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT

Transferring Contract ownership, pledging the Contract as security for a loan, designating an Annuitant, payee or other Beneficiary who is not also the Owner, or exchanging a Contract can have other tax consequences that we don’t discuss here. If you’re thinking about any of those transactions, contact a tax adviser.

ANNUITY PAYMENTS

Although the tax consequences may vary depending on the annuity payment option you select, in general, for Non-Qualified and certain Qualified Contracts, only a portion of the annuity payments you receive will be includable in your gross income. In general, the excludable portion of each annuity payment you receive will be determined as follows: by dividing the “investment in the contract” on the annuity commencement date by the total expected value of the annuity payments for the term of the payments. This is the percentage of each annuity payment that is excludable.

The remainder of each annuity payment is includable in gross income. Once the “investment in the contract” has been fully recovered, the full amount of any additional annuity payments is includable in gross income and taxed as ordinary income.

If, after the annuity commencement date, annuity payments stop because an Annuitant died, the excess (if any) of the “investment in the contract” as of the annuity commencement date over the aggregate amount of annuity payments received that was excluded from gross income may possibly be allowable as a deduction in your tax return. You should consult a tax advisor before electing the Initial Payment Guarantee or a feature with stabilized payments.

WITHHOLDING

Annuity distributions are usually subject to withholding for the recipient’s federal income tax liability at rates that vary according to the type of distribution and the recipient’s tax status. However, recipients can usually choose not to have tax withheld from distributions.

MULTIPLE CONTRACTS

In determining gross income, Section 72(e) will treat as one contract all TIAA-CREF Life and TIAA Non-Qualified deferred annuity Contracts issued to the same Owner during any calendar year. This could affect when income is taxable and how much might be subject to the 10 percent penalty tax (see above). Consult a tax adviser before buying more than one annuity Contract for the purpose of gaining a tax advantage.

POSSIBLE CHARGE FOR TIAA-CREF LIFE’S TAXES

Currently we don’t charge the Separate Account for any federal, state, or local taxes on it or its Contracts (other than premium taxes—see “Charges”), but we reserve the right to charge the Separate Account or the Contracts for any tax or

other cost resulting from the tax laws that we believe should be attributed to them.

OTHER TAX ISSUES

Federal Estate Taxes. While no attempt is being made to discuss the federal estate tax implications of the Contract, a purchaser should keep in mind that the value of an annuity

Intelligent Variable Annuity   Prospectus   23

Contract owned by a decedent and payable to a Beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity Contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated Beneficiary or the actuarial value of the payments to be received by the Beneficiary. Consult an estate planning adviser for more information.

Generation-skipping transfer tax. Under certain circumstances, the IRC may impose a “generation skipping transfer tax” when all or part of an annuity Contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the IRC may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS.

Estate, Gift and Generation-Skipping Transfer Taxes in 2010. In 2001, Congress enacted the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), which eliminated the estate tax (but not gift tax) and replaced it with a carryover basis income tax regime for estates of decedents dying in 2010, and also eliminated the generation-skipping transfer tax for transfers made in 2010. Beginning in 2011, however, EGTRRA allowed the estate, gift and generation-skipping transfer taxes to return to their pre-EGTRRA form. Moreover, it is possible that Congress may enact legislation reinstating the estate and generation-skipping transfer taxes for 2010, possibly on a retroactive basis. The uncertainty as to future estate, gift and generation-skipping transfer taxes underscores the importance of seeking guidance from a qualified advisor to help ensure that your estate plan adequately addresses your needs and that of your beneficiaries under all possible scenarios.

Annuity purchases by residents of Puerto Rico. The Internal Revenue Service has announced that income received by residents of Puerto Rico under life insurance or annuity contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to United States federal income tax.

Annuity purchases by nonresident aliens and foreign corporations. The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.

Foreign Tax Credits. We may benefit from any foreign tax credits attributable to taxes paid by certain funds to foreign jurisdictions to the extent permitted under federal tax law.

TAX ADVICE

What we tell you here about federal and other taxes isn’t comprehensive and is for general information only. It doesn’t cover every situation. Taxation varies depending on the circumstances, and state and local taxes may also be involved. For complete information on your personal tax situation, check with a qualified tax adviser.

GENERAL MATTERS

FINANCIAL CONDITION OF TIAA-CREF LIFE

The benefits under your Contract are paid by us from our General Account assets and/or your Accumulation Value held in the Separate Account. It is important that you understand how your Contract works and how our ability to meet our obligations affects your Contract. Payment of your Contract benefits is not guaranteed and depends upon certain factors discussed below.

Assets in the Separate Account. You assume all of the investment risk for Accumulation Value allocated to the Investment Accounts. Your Accumulation Value in the Investment Accounts is part of the assets of the Separate Account. These assets are segregated and insulated from our General Account, and may not be charged with liabilities arising from any other business that we may conduct. This means that your Accumulation Value allocated to the Separate Account should generally not be adversely affected by the financial condition of our general account. With very limited exceptions, all assets in the Separate Account attributable to your Accumulation Value and that of all other Contractowners would receive a priority of payment status over other claims in the event of an insolvency or receivership. See “SEPARATE ACCOUNT.”

Assets in the General Account. Any guarantees under the Contract that exceed your Accumulation Value in the Separate Account, such as those associated with the death benefit, are paid from our General Account (not the Separate Account). Therefore, any amounts that we may be obligated to pay under the Contract in excess of Accumulated Value in the Separate Account are subject to our financial strength and claims-paying ability and our long-term ability to make such payments. The assets of the Separate Account, however, are also available to cover the liabilities of our General Account, but only to the extent that the Separate Account assets exceed the Separate Account liabilities arising under the Contracts supported by it. We issue other types of insurance policies and financial products as well, such as market value adjusted annuities, and we also pay our obligations under these products from the assets in our General Account. These General Account products are subject to our claims-paying ability. In the event of an insolvency or receivership, payments we make from our General Account to satisfy claims under the Contract would generally receive the same priority as our other policy holder obligations.

24  Prospectus   Intelligent Variable Annuity

Our Financial Condition. Among the laws and regulations applicable to us as an insurance company are those which regulate the investments we can make with assets held in our General Account. In general, those laws and regulations determine the amount and type of investments which we can make with General Account assets. In addition, state insurance regulations require that insurance companies calculate and establish on their financial statements a specified amount of reserves in order to meet the contractual obligations to pay the claims of our contractowners. In order to meet our claims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts required under state law to cover actual or expected contract and claims payments. In addition, we actively hedge our investments in our General Account. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our General Account assets, which include bonds, mortgages, general real estate investments, and stocks, as well as the loss in value of these investments resulting from a loss in their market value. We continually evaluate our investment portfolio to mitigate market risk and actively manage the investments in the portfolio.

How to Obtain More Information. We encourage both existing and prospective Contractowners to read and understand our financial statements. We prepare our financial statements on a statutory basis. Our audited financial statements, as well as the financial statements of the Separate Account, are located in the Statement of Additional Information (“SAI”). For information on how to obtain a copy of the SAI, see the cover page of this Prospectus. [You will find on our website at www.tiaa-cref.org information on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of our financial capacity to meet the obligations of our insurance policies and annuity contracts based on our financial strength and/or claims-paying ability.]

TELEPHONE AND INTERNET TRANSACTIONS

To speak with a customer service representative to make requests related to your Contract or to obtain more information, you can call the Administrative Office at 877 694-0305.

You can also use the TIAA-CREF Web Center’s account access feature to check your Accumulation Value and current allocation percentages, and make transfers. You will be asked to enter your Contract number and last four digits of your Social Security number. You will be led through the transaction process and will use reasonable procedures to confirm that instructions given are genuine. All transactions made through the Web Center are electronically recorded. To use the Web Center’s account access feature, access the TIAA-CREF Internet home page at www.tiaa-cref.org.

Computer systems may not always be available. Any computer system, whether it is yours, your service provider’s, your registered representative’s, or ours, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your request by writing to our Administrative Office.

You should protect your Contract number and social security number, because automated transaction options will be available to anyone who provides your Contract number and social security number. We may not be able to verify that you are the person providing instructions through the Web Center, or that you have authorized any such person to act for you.

We can suspend or terminate your ability to transact by telephone, fax, or over the Internet at any time for any reason.

CONTACTING TIAA-CREF LIFE

We won’t consider any notice, form, request, or payment to have been received by TIAA-CREF Life until it reaches our Administrative Office. You can ask questions by calling toll-free 877 694-0305.

ELECTRONIC PROSPECTUSES

If you received this prospectus electronically and would like a paper copy, please call 877 694-0305, and we will send it to you.

HOUSEHOLDING

To cut costs and eliminate duplicate documents sent to your home, we may begin mailing only one copy of the prospectus, prospectus supplements, annual and semi-annual reports, or any other required documents, to your household, even if more than one Contractowner lives there. If you would prefer to continue receiving your own copy of any of these documents, you may call us toll-free at 877 694-0305, or write us.

SIGNATURE REQUIREMENTS

For some transactions, we may require your signature to be notarized or guaranteed by a commercial bank or a member of a national securities exchange.

ERRORS OR OMISSIONS

We reserve the right to correct any errors or omissions on any form, report or account statement that we send you.

Intelligent Variable Annuity   Prospectus   25

DISTRIBUTING THE CONTRACTS

We offer the Contracts to the public on a continuous basis. We anticipate continuing to offer the Contracts, but reserve the right to discontinue the offering.

The Contracts are offered by Teachers Personal Investors Services, Inc. (TPIS) and, in some instances, TIAA-CREF Individual & Institutional Services, LLC (Services), subsidiaries of TIAA which are both registered with the SEC as broker-dealers and are members of the NASD. TPIS may also enter into selling agreements with third parties to distribute the Contracts. TPIS is considered the “principal underwriter” for interests in the Contract. Anyone distributing the Contract must be a registered representative of either TPIS or Services or an entity that has entered into a selling agreement with TPIS. The main offices of TPIS and Services are at 730 Third Avenue, New York, New York 10017-3206. No commissions are paid in connection with the distribution of the Contracts, although we pay TPIS a fee from our General Account assets for sales of the Contracts. During fiscal years 2009 and 2008, we paid TPIS $353,595 and 225,815, respectively, for distribution of all contracts in the Separate Account and TPIS retained this amount. We intend to recoup payments made to TPIS through fees and charges imposed under the Contract.

LEGAL PROCEEDINGS

Neither the Separate Account, TIAA-CREF Life, nor TPIS is involved in any legal action that we consider material to the Separate Account.

STATEMENTS AND REPORTS

You will receive a confirmation statement each time you remit Premiums, or make a cash withdrawal or transfer among the Investment Accounts. The statement will show the date and amount of each transaction. However, if you’re using an automatic investment plan, you’ll receive a statement confirming those transactions immediately following the end of each calendar quarter.

You will be sent a statement each quarter which sets forth the following:

(1) Premiums paid during the quarter;

(2) the number and dollar value of Accumulation Units in the Investment Accounts credited during the quarter and in total;

(3) cash withdrawals during the quarter; and

(4) any transfers among the Investment Accounts during the quarter.

You will also receive, at least semi-annually, reports containing the financial statements of the Portfolios and a schedule of investments held by the Portfolios.

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TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION

B-2	General Matters
B-3	State Regulation
B-3	Legal Matters
B-3	Experts
B-3	Additional Information
B-3	Financial Statements
B-4	Index to Financial Statements

Intelligent Variable Annuity   Prospectus   27

APPENDIX A—CONDENSED FINANCIAL INFORMATION

	TIAA-CREF Life Bond Sub-Account		TIAA-CREF Life Growth Equity Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$28.88 to $28.98	$29.48 to $29.51	$10.79 to $10.83	$16.06 to $16.07
End of period	$30.83 to $31.05	$28.88 to $28.98	$14.52 to $14.63	$10.79 to $10.83
TOTAL RETURN (b)(f)	6.76% to 7.14%	(0.21)% to 0.14%	34.66% to 35.13%	(41.06)% to (40.86)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	6.05%	9.46%	1.30%	1.72%
Thousands of Accumulation Units outstanding at end of period	572	157	159	77
Net assets at end of period (in thousands)	$17,723	$4,538	$2,314	$830

	TIAA-CREF Life Growth & Income Sub-Account		TIAA-CREF Life International Equity Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$20.12 to $20.20	$27.93 to $27.95	$15.88 to $15.94	$27.40 to $27.42
End of period	$25.55 to $25.74	$20.12 to $20.20	$20.79 to $20.94	$15.88 to $15.94
TOTAL RETURN (b)(f)	27.00% to 27.44%	(35.19)% to (34.96)%	30.95% to 31.41%	(50.31)% to (50.14)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	2.17%	3.04%	4.78%	0.11%
Thousands of Accumulation Units outstanding at end of period	92	56	406	98
Net assets at end of period (in thousands)	$2,356	$1,133	$8,497	$1,549

(a) Does not include expenses of underlying TIAA-CREF Life Fund.

(b) The percentages shown for this period are not annualized.

(c) Annualized for periods less than one year.

(d) These amounts represent the dividends, excluding distributions of capital gains, received by the Sub-Account from the underlying mutual fund, net of management fee assessed by the fund manager, divided by the average net assets. These ratios exclude those expenses , such as mortality and expense charges, that are assessed against contractowner accounts either through reductions in the unit values or the redemption of units. The recognition of investment income by the Sub-Account is affected by the timing of the declaration of dividends by the underlying fund in which the Sub-Account invests.

(e) These amounts represent the annualized expenses of the Sub-Account, consisting primarily of mortality and expense charges, for each period indicated. These ratios include only these expenses that result in a direct reduction to unit values. Charges made directly to contractowner accounts through the redemption of units and expenses of the underlying fund have been excluded.

(f) These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. Investment options with a date notation indicate the effective date of that investment option in the Sub-Account. The total return is calculated for each period indicated or from the effective date through the end of the reporting period. As the total return is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual total returns are not within the ranges presented.

28  Prospectus   Intelligent Variable Annuity

continued

	TIAA-CREF Life Large-Cap Value Sub-Account		TIAA-CREF Life Money Market Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$29.62 to $29.73	$46.14 to $46.18	$11.58 to $11.63	$11.38
End of period	$38.70 to $38.98	$29.62 to $29.73	$11.58 to $11.66	$11.58 to $11.63
TOTAL RETURN (b)(f)	30.67% to 31.13%	(41.10)% to (40.89)%	(0.06)% to 0.29%	2.25% to 2.60%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	2.25%	3.00%	0.56%	1.82%
Thousands of Accumulation Units outstanding at end of period	100	45	2,005	2,128
Net assets at end of period (in thousands)	$3,888	$1,330	$23,308	$24,724

	TIAA-CREF Life Real Estate Securities Sub-Account		TIAA-CREF Life Small-Cap Equity Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$33.17 to $33.29	$52.38 to $52.42	$33.52 to $33.65	$45.78 to $45.82
End of period	$41.25 to $41.55	$33.17 to $33.29	$42.57 to $42.88	$33.52 to $33.65
TOTAL RETURN (b)(f)	24.36% to 24.79%	(38.65)% to (38.43)%	26.99% to 27.43%	(32.83)% to (32.60)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	6.24%	9.55%	1.81%	2.52%
Thousands of Accumulation Units outstanding at end of period	47	21	24	16
Net assets at end of period (in thousands)	$1,930	$713	$1,022	$511

Intelligent Variable Annuity   Prospectus   29

CONDENSED FINANCIAL INFORMATION

	TIAA-CREF Life Social Choice Equity Sub-Account		TIAA-CREF Life Stock Index Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$19.27 to $19.32	$27.74 to $27.76	$23.11 to $23.20	$33.76 to $33.79
End of period	$25.39 to $25.52	$19.27 to $19.32	$29.48 to $29.70	$23.11 to $23.20
TOTAL RETURN (b)(f)	31.72% to 32.05%	(36.47)% to (36.31)%	27.60% to 28.04%	(37.46)% to (37.24)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.35% to 0.60%	0.35% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	2.91%	3.06%	2.44%	5.97%
Thousands of Accumulation Units outstanding at end of period	30	15	505	109
Net assets at end of period (in thousands)	$763	$290	$14,982	$2,520

	Calamos Growth & Income Portfolio Sub-Account		Credit Suisse Commodity Return Strategy Portfolio Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$10.57 to $10.61	$14.24 to $14.25	$7.69 to $7.72	$12.08 to $12.09
End of period	$14.65 to $14.75	$10.57 to $10.61	$9.14 to $9.20	$7.69 to $7.72
TOTAL RETURN (b)(f)	38.59% to 39.07%	(32.14)% to (31.91)%	18.76% to 19.18%	(34.11)% to (33.88)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	2.76%	0.34%	17.62%	1.03%
Thousands of Accumulation Units outstanding at end of period	118	58	160	49
Net assets at end of period (in thousands)	$1,732	$611	$1,473	$377

30  Prospectus   Intelligent Variable Annuity

continued

	Credit Suisse Trust International Equity Flex III Sub-Account	Credit Suisse Trust U.S. Equity Flex I Sub-Account		Delaware VIP Diversified Income Series–Standard Class Sub-Account
	For the period December 11, 2009 (commencement of operations) to December 31, 2009 Intelligent Variable Annuity	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$9.67 to $9.73	$10.05 to $10.09	$14.15 to $14.16	$9.69 to $9.73	$10.40 to $10.41
End of period	$9.76 to $9.83	$12.46 to $12.55	$10.05 to $10.09	$12.23 to $12.32	$9.69 to $9.73
TOTAL RETURN (b)(f)	1.00% to 1.02%	23.92% to 24.36%	(34.99)% to (34.76)%	26.20% to 26.64%	(5.11)% to (4.78)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	0.00%	2.38%	0.02%	4.59%	0.00%
Thousands of Accumulation Units outstanding at end of period	25	21	10	289	121
Net assets at end of period (in thousands)	$241	$266	$98	$3,548	$1,181

	Delaware VIP International Value Equity Series–Standard Class Sub-Account		Delaware VIP Small Cap Value Series–Standard Class Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$8.41 to $8.44	$13.23 to $13.24	$19.96 to $20.04	$27.29 to $27.32
End of period	$11.26 to $11.35	$8.41 to $8.44	$26.16 to $26.35	$19.96 to $20.04
TOTAL RETURN (b)(f)	33.92% to 34.39%	(42.77)% to (42.57)%	31.04% to 31.50%	(30.30)% to (30.05)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	2.76%	0.00%	0.90%	0.00%
Thousands of Accumulation Units outstanding at end of period	224	25	28	14
Net assets at end of period (in thousands)	$2,538	$210	$746	$287

Intelligent Variable Annuity   Prospectus   31

CONDENSED FINANCIAL INFORMATION

	Franklin Income Securities Fund–Class 1 Sub-Account		Franklin Small-Mid Cap Growth Securities Fund–Class 1 Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$12.37 to $12.41	$17.11 to $17.13	$13.40 to $13.45	$20.59 to $20.61
End of period	$16.70 to $16.82	$12.37 to $12.41	$19.17 to $19.31	$13.40 to $13.45
TOTAL RETURN (b)(f)	35.07% to 35.55%	(29.83)% to (29.59)%	43.09% to 43.59%	(42.69)% to (42.49)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	6.92%	2.67%	0.00%	0.00%
Thousands of Accumulation Units outstanding at end of period	105	53	25	10
Net assets at end of period (in thousands)	$1,756	$652	$487	$137

	Mutual Shares Securities Fund–Class 1 Sub-Account		Templeton Developing Markets Securities Fund–Class 1 Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$12.80 to $12.84	$18.88 to $18.90	$7.61 to $7.63	$14.04 to $14.05
End of period	$16.07 to $16.19	$12.80 to $12.84	$13.12 to $13.21	$7.61 to $7.63
TOTAL RETURN (b)(f)	25.60% to 26.03%	(37.31)% to (37.09)%	72.29% to 72.89%	(52.90)% to (52.78)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.35% to 0.60%
Investment income (c)(d)	2.20%	3.65%	3.26%	0.60%
Thousands of Accumulation Units outstanding at end of period	44	29	182	18
Net assets at end of period (in thousands)	$705	$376	$2,399	$137

32  Prospectus   Intelligent Variable Annuity

continued

	Janus Aspen Forty Portfolio–Institutional Shares Sub-Account		Janus Aspen Overseas Portfolio–Institutional Shares Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$22.89 to $22.98	$36.87 to $36.90	$31.15 to $31.27	$60.86 to $60.91
End of period	$33.30 to $33.54	$22.89 to $22.98	$55.60 to $56.00	$31.15 to $31.27
TOTAL RETURN (b)(f)	45.46% to 45.97%	(44.49)% to (44.29)%	78.49% to 79.11%	(52.40)% to (52.23)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	0.04%	0.08%	0.63%	(0.03)%
Thousands of Accumulation Units outstanding at end of period	44	20	50	8
Net assets at end of period (in thousands)	$1,480	$450	$2,794	$242

	Janus Aspen Perkins Mid Cap Value Portfolio–Institutional Shares Sub-Account		Janus Aspen INTECH Risk-Managed Core Portfolio–Service Shares Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$12.16 to $12.21	$16.37 to $16.39	$8.45 to $8.47	$12.03 to $12.04
End of period	$16.16 to $16.28	$12.16 to $12.21	$10.29 to $10.34	$8.45 to $8.47
TOTAL RETURN (b)(f)	32.90% to 33.36%	(28.20)% to (27.95)%	21.82% to 22.13%	(36.56)% to (36.46)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.35% to 0.60%	0.35% to 0.50%
Investment income (c)(d)	0.72%	1.67%	1.27%	0.76%
Thousands of Accumulation Units outstanding at end of period	207	40	4	3
Net assets at end of period (in thousands)	$3,370	$483	$46	$27

Intelligent Variable Annuity   Prospectus   33

CONDENSED FINANCIAL INFORMATION

	Legg Mason ClearBridge Variable Aggressive Growth Portfolio–Class I Sub-Account		Legg Mason Western Asset Variable Global High Yield Bond Portfolio–Class I Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$9.72	$15.30 to $15.31	$6.74 to $6.77	$9.56 to $9.57
End of period	$12.99 to $13.09	$9.72	$10.42 to $10.50	$6.74 to $6.77
TOTAL RETURN (b)(f)	33.76% to 34.23%	(40.70)%	54.63% to 55.17%	(31.24)% to (30.99)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.50%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	0.00%	0.00%	12.06%	10.94%
Thousands of Accumulation Units outstanding at end of period	17	2	237	57
Net assets at end of period (in thousands)	$217	$17	$2,488	$387

	Legg Mason ClearBridge Variable Small Cap Growth Portfolio–Class I Sub-Account		MFS Growth Series–Initial Class Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$9.43 to $9.45	$14.36 to $14.37	$15.55 to $15.59	$10.69 to $10.70
End of period	$13.38 to $13.48	$9.43 to $9.45	$21.28 to $21.39	$15.55 to $15.59
TOTAL RETURN (b)(f)	41.92% to 42.42%	(37.64)% to (37.48)%	36.85% to 37.19%	(37.79)% to (37.63)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.35% to 0.60%	0.35% to 0.60%	0.35% to 0.60%
Investment income (c)(d)	0.00%	0.00%	0.33%	0.00%
Thousands of Accumulation Units outstanding at end of period	10	3	8	4
Net assets at end of period (in thousands)	$134	$27	$166	$66

34  Prospectus   Intelligent Variable Annuity

continued

	MFS Global Equity Series–Initial Class Sub-Account		MFS Investors Growth Stock Series–Initial Class Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$10.18 to $10.22	$13.93 to $13.94	$7.41 to $7.44	$22.34 to $22.36
End of period	$13.36 to $13.45	$10.18 to $10.22	$10.29 to $10.34	$7.41 to $7.44
TOTAL RETURN (b)(f)	31.20% to 31.65%	(34.17)% to (33.94)%	38.72% to 39.07%	(37.25)% to (37.03)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.35% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	1.88%	0.00%	0.75%	0.00%
Thousands of Accumulation Units outstanding at end of period	46	33	37	27
Net assets at end of period (in thousands)	$614	$340	$384	$198

	MFS Utilities Series–Initial Class Sub-Account		Neuberger Berman Advisers Management Trust Partners Portfolio–I Class Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$21.38 to $21.43	$31.54 to $31.56	$9.82 to $9.86	$18.76 to $18.78
End of period	$28.28 to $28.42	$21.38 to $21.43	$15.24 to $15.35	$9.82 to $9.86
TOTAL RETURN (b)(f)	32.42% to 32.75%	(37.98)% to (37.82)%	55.14% to 55.69%	(52.68)% to (52.51)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.35% to 0.60%	0.25% to 0.50%	0.25% to 0.60%	0.25% to 0.50%
Investment income (c)(d)	3.74%	0.00%	14.62%	0.82%
Thousands of Accumulation Units outstanding at end of period	16	5	46	21
Net assets at end of period (in thousands)	$467	$105	$707	$205

Intelligent Variable Annuity   Prospectus   35

CONDENSED FINANCIAL INFORMATION

	Neuberger Berman Advisers Management Trust Regency Portfolio–I Class Sub-Account		PIMCO VIT All Asset Portfolio–Institutional Class Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$8.74 to $8.76	$14.81 to $14.82	$10.22 to $10.25	$12.31 to $12.32
End of period	$12.73 to $12.82	$8.74 to $8.76	$12.37 to $12.46	$10.22 to $10.25
TOTAL RETURN (b)(f)	45.69% to 46.20%	(46.14)% to (46.01)%	21.01% to 21.43%	(16.21)% to (16.00)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.35% to 0.50%	0.25% to 0.60%	0.35% to 0.60%
Investment income (c)(d)	1.92%	0.51%	10.76%	7.84%
Thousands of Accumulation Units outstanding at end of period	17	6	118	19
Net assets at end of period (in thousands)	$224	$52	$1,464	$190

	PIMCO VIT Global Bond Portfolio (Unhedged)–Institutional Class Sub-Account		PIMCO VIT Real Return Portfolio–Institutional Class Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$12.67 to $12.72	$13.38 to $13.39	$11.69 to $11.74	$13.19 to $13.21
End of period	$14.74 to $14.85	$12.67 to $12.72	$13.78 to $13.88	$11.69 to $11.74
TOTAL RETURN (b)(f)	16.34% to 16.75%	(1.28)% to (0.94)%	17.86% to 18.28%	(7.47)% to (7.15)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	3.28%	2.31%	3.10%	2.18%
Thousands of Accumulation Units outstanding at end of period	168	83	863	167
Net assets at end of period (in thousands)	$2,491	$1,049	$11,946	$1,952

36  Prospectus   Intelligent Variable Annuity

continued

	PVC Equity Income Account Sub-Account		PVC MidCap Blend Account–Class 1 Sub-Account	Jennison 20/20 Focus Portfolio–Class II Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period October 23, 2009 (commencement of operations) to December 31, 2009 Intelligent Variable Annuity	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$12.68 to $12.71	$17.63 to $17.65	$13.12 to $13.20	$10.48 to $10.54	$15.71 to $15.72
End of period	$15.13 to $15.24	$12.68 to $12.71	$13.62 to $13.72	$16.40 to $16.52	$10.48 to $10.54
TOTAL RETURN (b)(f)	19.29% to 19.71%	(34.34)% to (34.17)%	3.84% to 3.91%	56.46% to 57.01%	(39.76)% to (39.55)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.35% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	6.51%	0.00%	0.00%	0.00%	0.00%
Thousands of Accumulation Units outstanding at end of period	170	14	50	123	23
Net assets at end of period (in thousands)	$2,586	$181	$684	$2,033	$240

	Natural Resources Portfolio–Class II Sub-Account		Value Portfolio–Class II Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$31.29 to $31.46	$62.09 to $62.14	$15.41 to $15.47	$24.84 to $24.86
End of period	$54.88 to $55.27	$31.29 to $31.46	$21.66 to $21.82	$15.41 to $15.47
TOTAL RETURN (b)(f)	75.36% to 75.97%	(53.47)% to (53.30)%	40.54% to 41.04%	(42.90)% to (42.70)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	0.24%	0.03%	1.08%	0.00%
Thousands of Accumulation Units outstanding at end of period	32	8	92	22
Net assets at end of period (in thousands)	$1,756	$251	$2,008	$343

Intelligent Variable Annuity   Prospectus   37

CONDENSED FINANCIAL INFORMATION

	Royce Capital Fund Micro-Cap Portfolio–Investment Class Sub-Account		Royce Capital Fund Small-Cap Portfolio–Investment Class Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$8.44 to $8.47	$13.75 to $13.76	$7.55 to $7.58	$10.01 to $10.02
End of period	$13.26 to $13.36	$8.44 to $8.47	$10.15 to $10.23	$7.55 to $7.58
TOTAL RETURN (b)(f)	57.10% to 57.65%	(43.61)% to (43.41)%	34.40% to 34.86%	(27.62)% to (27.36)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	0.00%	4.97%	0.00%	1.31%
Thousands of Accumulation Units outstanding at end of period	45	19	148	38
Net assets at end of period (in thousands)	$605	$156	$1,515	$286

	Wanger International Sub-Account		Wanger Select Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$23.80 to $23.87	$39.08 to $39.11	$14.21 to $14.25	$25.59 to $25.62
End of period	$35.44 to $35.70	$23.80 to $23.87	$23.48 to $23.65	$14.21 to $14.25
TOTAL RETURN (b)(f)	48.89% to 49.41%	(45.93)% to (45.79)%	65.19% to 65.77%	(49.39)% to (49.25)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.35% to 0.60%	0.25% to 0.60%	0.35% to 0.60%
Investment income (c)(d)	3.13%	0.00%	0.00%	0.00%
Thousands of Accumulation Units outstanding at end of period	21	4	46	5
Net assets at end of period (in thousands)	$748	$85	$1,078	$67

38  Prospectus   Intelligent Variable Annuity

concluded

	Wanger USA Sub-Account
	For the period ended December 31, 2009	For the period February 5, 2008 (commencement of operations) to December 31, 2008
ACCUMULATION UNIT VALUE:
Beginning of period	$21.73 to $21.81	$33.07 to $33.09
End of period	$30.72 to $30.95	$21.73 to $21.81
TOTAL RETURN (b)(f)	41.38% to 41.87%	(40.05)% to (39.84)%
RATIOS TO AVERAGE NET ASSETS
Expenses (a)(c)(e)	0.25% to 0.60%	0.25% to 0.60%
Investment income (c)(d)	0.00%	0.00%
Thousands of Accumulation Units outstanding at end of period	14	2
Net assets at end of period (in thousands)	$430	$43

Intelligent Variable Annuity   Prospectus   39

For more information about Intelligent Variable Annuity

How to reach us

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Investment Company Act of 1940

Registration File No. 811-08963

A10926

5/09

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	©2007 TIAA-CREF Life Insurance Company (TIAA-CREF Life), 730 Third Avenue, New York, NY 10017
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STATEMENT OF ADDITIONAL INFORMATION

INTELLIGENT VARIABLE ANNUITY

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

TIAA-CREF Life Separate Account VA-1

TIAA-CREF Life Insurance Company

MAY 1, 2010

This Statement of Additional Information (“SAI”) contains additional information regarding the Intelligent Variable Annuity—an individual flexible premium deferred variable annuity contract (the “Contract”) offered by TIAA-CREF Life Insurance Company (the “Company” or “TIAA-CREF Life”). This SAI is not a prospectus, and should be read together with the prospectus for the Contract dated May 1, 2010 and the prospectuses for the mutual funds that serve as investment options for the Contract. You may obtain a copy of these prospectuses at no charge by writing us at: TIAA-CREF Life Insurance Company, P.O. Box 724508 Atlanta, GA 31139 or calling us toll-free at 877 694-0305. Capitalized terms in this SAI have the same meanings as in the prospectus for the Contract.

TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION

B-2	General Matters
B-3	State Regulation
B-3	Legal Matters
B-3	Experts

B-3	Additional Information
B-3	Financial Statements
B-4	Index to Financial Statements

GENERAL MATTERS

THE CONTRACT

The Contract and the application are the entire contractual agreement between you and TIAA-CREF Life. We have issued the Contract in return for your completed application and the first Premium. Any endorsement to or amendment of the Contract or waiver of any of its provisions will be valid only if in writing and signed by an executive officer or a registrar of TIAA-CREF Life. All benefits are payable at our home office in New York, NY or at an administrative office designated by us. The Contract is incontestable.

ASSIGNMENT OF CONTRACTS

You may assign a Non-Qualified Contract prior to the annuity starting date. We assume no responsibility for the validity of any such assignment, nor will we be charged with notice of any assignment unless it is in writing and has been received by us. The rights of the Owners, Annuitant, any Second Annuitant, any Beneficiaries and any other person to receive benefits under the Non-Qualified Contract will be subject to the terms of any assignment. You should consult your tax advisor before making any assignment of the Contract. You may not assign the Contract on or after the annuity starting date.

PAYMENT TO AN ESTATE, GUARDIAN, TRUSTEE, ETC.

We reserve the right to pay in one sum the commuted value of any benefits due an estate, corporation, partnership, trustee or other entity not a natural person. Neither TIAA-CREF Life nor the Separate Account will be responsible for the conduct of any executor, trustee, guardian, or other third party to whom payment is made.

BENEFITS BASED ON INCORRECT INFORMATION

If the amounts of benefits provided under a Contract were based on information that is incorrect, benefits will be recalculated on the basis of the correct data. If any overpayments or underpayments have been made by the Separate Account, appropriate adjustments will be made. Any amounts so paid or charged will include compound interest at the effective rate of 6% per year.

PROOF OF SURVIVAL

We reserve the right to require satisfactory proof that anyone named to receive benefits under a Contract is living on the date payment is due. If this proof is not received after a request

in writing, the Separate Account will have the right to make reduced payments or to withhold payments entirely until such proof is received. If under a two-life annuity we have overpaid benefits because we were not notified of a death, we will reduce or withhold subsequent payments until the amount of the overpayment, plus compound interest at the rate of 6% per year, has been recovered.

PROTECTION AGAINST CLAIMS OF CREDITORS

The benefits and rights accruing to you or any other persons under the Contract are exempt from the claims of creditors or legal process to the fullest extent permitted by law.

PROCEDURES FOR ELECTIONS AND CHANGE

You have to make any choice or change available under the Contract in a form acceptable to us at our home office in New York, NY or an administrative office designated by us. If you send us a notice changing your Beneficiaries or other persons named to receive payments, it will take effect as of the date it was signed even if you then die before the notice actually reaches us. Any other notice will take effect as of the date we receive it. If we take any action in good faith before receiving the notice, we will not be subject to liability even if our acts were contrary to what you told us in the notice. If a joint Owner has been named and both Owners are living, authorization from both Owners is required for changes and transactions other than transfers and allocation of Premiums.

FINANCIAL SUPPORT AGREEMENT

The Contracts are issued by TIAA-CREF Life. All of the stock of TIAA-CREF Life is held by Teachers Insurance and Annuity Association of America (TIAA).

TIAA-CREF Life has a financial support agreement with TIAA. Under this agreement, TIAA will provide support so that TIAA-CREF Life will have the greater of (a) capital and surplus of $250 million, (b) the amount of capital and surplus necessary to maintain TIAA-CREF Life’s capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain TIAA-CREF Life’s financial strength rating at least the same as TIAA’s rating at all times. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any Contractowner of TIAA-CREF Life with recourse to TIAA.

MANAGEMENT RELATED SERVICE CONTRACTS

Pursuant to an administrative service agreement with our parent company, TIAA, McCamish Systems LLC, a Georgia

B-2 Statement of Additional Information   n    Single Premium Immediate Annuities

Limited Liability Company, provides product administration to TIAA-CREF Life. We also have an agreement with State Street Bank and Trust Company, a trust company established under the laws of the Commonwealth of Massachusetts, to perform investment accounting and recordkeeping functions for the investment securities, other non-cash investment properties, and/or monies in the Separate Account of TIAA-CREF Life. TIAA-CREF Life on behalf of the Separate Account has entered an agreement whereby JPMorgan will provide certain custodial settlement and other associated services to the Separate Account.

STATE REGULATION

TIAA-CREF Life and the Separate Account are subject to regulation by the State of New York Superintendent of Insurance (“Superintendent”) as well as by the insurance regulatory authorities of certain other states and jurisdictions.

TIAA-CREF Life and the Separate Account must file with the Superintendent periodic statements on forms promulgated by the State of New York Insurance Department. The Separate Account books and assets are subject to review and examination by the Superintendent and the Superintendent’s agents at all times, and a full examination into the affairs of the Separate Account is made at least every five years. In addition, a full examination of the Separate Account’s operations is usually conducted periodically by some other states.

LEGAL MATTERS

All matters of applicable state law pertaining to the contracts, including TIAA-CREF Life’s right to issue the contracts, have been passed upon by Meredith Kornreich, General Counsel of TIAA-CREF Life.

EXPERTS

The statements of assets and liabilities of the TIAA-CREF Life Separate Account VA-1 as of December 31, 2009, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements, and the statutory basis financial statements of TIAA-CREF Life as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, included in this Statement of Additional Information, have been audited by PricewaterhouseCoopers LLP (“PwC”), independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The audited Teachers Insurance and Annuity Association of America’s Statutory-Basis Financial Statements as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009, included in this prospectus, have been so included in reliance on the report of PwC, independent auditors, given on the authority of said firm as experts in auditing and accounting.

The principal business address of PwC is 300 Madison Avenue, New York, NY 10017-6204.

ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange Commission (“SEC”), under the 1933 Act, with respect to the Contracts discussed in the Prospectus and in this Statement of Additional Information. Not all of the information set forth in the registration statement, and its amendments and exhibits has been included in the Prospectus or this Statement of Additional Information. Statements contained in this registration statement concerning the contents of the Contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, you should refer to the instruments filed with the SEC.

FINANCIAL STATEMENTS

Audited financial statements of the Separate Account, TIAA-CREF Life, and Teachers Insurance and Annuity Association of America (TIAA) follow.

TIAA-CREF Life’s financial statements should be considered only as bearing upon TIAA-CREF Life’s ability to meet its obligations under the Contracts. They should not be considered as bearing on the investment performance of the assets held in the Separate Account.

TIAA financial statements should be considered only as bearing upon TIAA’s ability to meet its obligations under the financial support agreement with TIAA-CREF Life. They should not be considered as bearing on the ability of TIAA-CREF Life’s ability to meet its obligations under the Contracts nor on the investment performance of the assets held in the Separate Account.

Intelligent Variable Annuity   n    Statement of Additional Information B-3

INDEX TO FINANCIAL STATEMENTS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1 Audited Financial Statements For the Fiscal Year Ended December 31, 2009:
B-5	Report of Independent Registered Public Accounting Firm
B-6	Statements of Assets and Liabilities
B-6	Statements of Operations
B-16	Statements of Changes in Net Assets
B-40	Notes to Financial Statements

B-4 Statement of Additional Information   n    Intelligent Variable Annuity

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Contractowners of TIAA-CREF Life Separate Account VA-1 and

the Board of Directors of TIAA-CREF Life Insurance Company:

In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of each of the Sub-Accounts listed in Note 1 of TIAA-CREF Life Separate Account VA-1 at December 31, 2009, the results of each of their operations for the year then ended and the changes in their net assets for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the management of the TIAA-CREF Life Insurance Company; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of fund shares at December 31, 2009 with the transfer agents of the investee mutual funds, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

April 22, 2010

Intelligent Variable Annuity   n    Statement of Additional Information B-5

STATEMENTS OF ASSETS AND LIABILITIES

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  DECEMBER 31, 2009

	TIAA-CREF Life Bond Sub-Account		TIAA-CREF Life Growth Equity Sub-Account		TIAA-CREF Life Growth & Income Sub-Account		TIAA-CREF Life International Equity Sub-Account		TIAA-CREF Life Large-Cap Value Sub-Account
ASSETS
Investments, at cost	$	52,301,321	$	32,111,843	$	49,947,755	$	95,086,454	$	39,881,257
Shares held in corresponding Funds		2,134,615		2,424,727		2,209,740		4,709,611		1,425,010
Investments, at value	$	51,508,252	$	34,382,624	$	51,420,660	$	68,666,128	$	32,931,977
Total assets		51,508,252		34,382,624		51,420,660		68,666,128		32,931,977
NET ASSETS
Accumulation fund	$	51,508,252	$	33,464,657	$	50,038,018	$	67,610,807	$	32,207,841
Annuity fund		—		917,967		1,382,642		1,055,321		724,136
Net assets	$	51,508,252	$	34,382,624	$	51,420,660	$	68,666,128	$	32,931,977

STATEMENTS OF OPERATIONS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  FOR THE YEAR ENDED DECEMBER 31, 2009

	TIAA-CREF Life Bond Sub-Account			TIAA-CREF Life Growth Equity Sub-Account			TIAA-CREF Life Growth & Income Sub-Account		TIAA-CREF Life International Equity Sub-Account			TIAA-CREF Life Large-Cap Value Sub-Account
INVESTMENT INCOME
Dividends	$	1,977,872		$	262,900		$	787,209	$	2,137,434		$	534,228
EXPENSE
Administrative expenses		74,324			52,997			88,054		103,917			52,249
Mortality and expense risk charges		146,877			106,210			175,667		206,877			103,776
Total expenses		221,201			159,207			263,721		310,794			156,025
Net investment income (loss)		1,756,671			103,693			523,488		1,826,640			378,203
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		(29,650	)		(1,742,789	)		98,967		(8,006,784	)		(6,025,052	)
Capital gain distributions		—			—			—		—			—
Net realized gain (loss)		(29,650	)		(1,742,789	)		98,967		(8,006,784	)		(6,025,052	)
Net change in unrealized appreciation (depreciation) on investments		1,021,871			10,025,005			10,256,921		21,486,114			13,107,148
Net realized and unrealized gain (loss) on investments		992,221			8,282,216			10,355,888		13,479,330			7,082,096
Net increase (decrease) in net assets resulting from operations	$	2,748,892		$	8,385,909		$	10,879,376	$	15,305,970		$	7,460,299

B-6 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	TIAA-CREF Life Money Market Sub-Account		TIAA-CREF Life Real Estate Securities Sub-Account		TIAA-CREF Life Small Cap Equity Sub-Account		TIAA-CREF Life Social Choice Equity Sub-Account		TIAA-CREF Life Stock Index Sub-Account
ASSETS
Investments, at cost	$	68,467,147	$	39,852,881	$	26,633,930	$	20,868,167	$	147,656,974
Shares held in corresponding Funds		68,467,147		1,487,441		1,007,841		898,964		6,020,879
Investments, at value	$	68,467,147	$	27,413,531	$	22,877,989	$	19,768,219	$	147,270,705
Total assets		68,467,147		27,413,531		22,877,989		19,768,219		147,270,705
NET ASSETS
Accumulation fund	$	68,467,147	$	26,616,503	$	22,520,449	$	19,302,896	$	143,213,435
Annuity fund		—		797,028		357,540		465,323		4,057,270
Net assets	$	68,467,147	$	27,413,531	$	22,877,989	$	19,768,219	$	147,270,705

	TIAA-CREF Life Money Market Sub-Account		TIAA-CREF Life Real Estate Securities Sub-Account			TIAA-CREF Life Small Cap Equity Sub-Account			TIAA-CREF Life Social Choice Equity Sub-Account			TIAA-CREF Life Stock Index Sub-Account
INVESTMENT INCOME
Dividends	$	550,970	$	888,589		$	275,947		$	364,164		$	2,513,384
EXPENSE
Administrative expenses		166,713		40,503			38,263			32,296			235,524
Mortality and expense risk charges		334,130		81,079			76,483			64,566			468,707
Total expenses		500,843		121,582			114,746			96,862			704,231
Net investment income (loss)		50,127		767,007			161,201			267,302			1,809,153
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		—		(7,649,824	)		(3,283,862	)		(454,602	)		(2,805,383	)
Capital gain distributions		—		—			—			—			—
Net realized gain (loss)		—		(7,649,824	)		(3,283,862	)		(454,602	)		(2,805,383	)
Net change in unrealized appreciation (depreciation) on investments		—		11,960,408			7,868,853			4,850,005			32,729,993
Net realized and unrealized gain (loss) on investments		—		4,310,584			4,584,991			4,395,403			29,924,610
Net increase (decrease) in net assets resulting from operations	$	50,127	$	5,077,591		$	4,746,192		$	4,662,705		$	31,733,763

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-7

STATEMENTS OF ASSETS AND LIABILITIES

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  DECEMBER 31, 2009

	Calamos Growth & Income Portfolio Sub-Account		Credit Suisse Trust Commodity Return Strategy Portfolio Sub-Account		Credit Suisse Trust International Equity Flex III Portfolio Sub-Account		Credit Suisse Trust U.S. Equity Flex I Portfolio Sub-Account		Delaware VIP Diversified Income Series— Standard Class Sub-Account
ASSETS
Investments, at cost	$	1,497,458	$	1,487,814	$	238,704	$	244,280	$	3,252,450
Shares held in corresponding Funds		136,461		192,261		41,181		21,349		323,167
Investments, at value	$	1,731,695	$	1,472,718	$	241,323	$	266,223	$	3,548,379
Total assets		1,731,695		1,472,718		241,323		266,223		3,548,379
NET ASSETS
Accumulation fund	$	1,731,695	$	1,472,718	$	241,323	$	266,223	$	3,548,379
Annuity fund		—		—		—		—		—
Net assets	$	1,731,695	$	1,472,718	$	241,323	$	266,223	$	3,548,379

STATEMENTS OF OPERATIONS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  FOR THE YEAR ENDED DECEMBER 31, 2009

	Calamos Growth & Income Portfolio Sub-Account		Credit Suisse Trust Commodity Return Strategy Portfolio Sub-Account			Credit Suisse Trust International Equity Flex III Portfolio Sub-Account			Credit Suisse Trust U.S. Equity Flex I Portfolio Sub-Account			Delaware VIP Diversified Income Series— Standard Class Sub-Account
INVESTMENT INCOME
Dividends	$	27,483	$	143,970		$	—		$	2,608		$	91,907
EXPENSE
Administrative expenses		1,634		962			18			127			2,758
Mortality and expense risk charges		2,293		1,775			35			208			4,354
Total expenses		3,927		2,737			53			335			7,112
Net investment income (loss)		23,556		141,233			(53	)		2,273			84,795
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		36,132		(111,747	)		539			(29,515	)		27,884
Capital gain distributions		—		—			—			—			—
Net realized gain (loss)		36,132		(111,747	)		539			(29,515	)		27,884
Net change in unrealized appreciation (depreciation) on investments		270,755		149,398			2,618			46,295			342,879
Net realized and unrealized gain (loss) on investments		306,887		37,651			3,157			16,780			370,763
Net increase (decrease) in net assets resulting from operations	$	330,443	$	178,884		$	3,104		$	19,053		$	455,558

B-8 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Delaware VIP International Value Equity Series— Standard Class Sub-Account		Delaware VIP Small Cap Value Series— Standard Class Sub-Account		Franklin Income Securities Fund— Class 1 Sub-Account		Franklin Small- Mid Cap Growth Securities Fund— Class 1 Sub-Account		Mutual Shares Securities Fund— Class 1 Sub-Account
ASSETS
Investments, at cost	$	2,038,869	$	604,094	$	1,627,623	$	409,084	$	693,190
Shares held in corresponding Funds		255,827		30,691		121,662		28,070		47,786
Investments, at value	$	2,537,802	$	746,102	$	1,755,575	$	487,290	$	704,849
Total assets		2,537,802		746,102		1,755,575		487,290		704,849
NET ASSETS
Accumulation fund	$	2,537,802	$	746,102	$	1,755,575	$	487,290	$	704,849
Annuity fund		—		—		—		—		—
Net assets	$	2,537,802	$	746,102	$	1,755,575	$	487,290	$	704,849

	Delaware VIP International Value Equity Series— Standard Class Sub-Account		Delaware VIP Small Cap Value Series— Standard Class Sub-Account			Franklin Income Securities Fund— Class 1 Sub-Account			Franklin Small- Mid Cap Growth Securities Fund— Class 1 Sub-Account			Mutual Shares Securities Fund— Class 1 Sub-Account
INVESTMENT INCOME
Dividends	$	42,953	$	4,360		$	66,313		$	—		$	9,738
EXPENSE
Administrative expenses		1,632		529			1,555			481			716
Mortality and expense risk charges		2,748		996			2,061			857			1,008
Total expenses		4,380		1,525			3,616			1,338			1,724
Net investment income (loss)		38,573		2,835			62,697			(1,338	)		8,014
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		4,800		(17,530	)		(26,406	)		(15,004	)		(39,202	)
Capital gain distributions		—		—			—			—			—
Net realized gain (loss)		4,800		(17,530	)		(26,406	)		(15,004	)		(39,202	)
Net change in unrealized appreciation (depreciation) on investments		531,740		171,593			261,502			131,942			137,406
Net realized and unrealized gain (loss) on investments		536,540		154,063			235,096			116,938			98,204
Net increase (decrease) in net assets resulting from operations	$	575,113	$	156,898		$	297,793		$	115,600		$	106,218

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-9

STATEMENTS OF ASSETS AND LIABILITIES

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  DECEMBER 31, 2009

	Templeton Developing Markets Securities Fund— Class 1 Sub-Account		Janus Aspen Forty Portfolio—Institutional Shares Sub-Account		Janus Aspen Overseas Portfolio—Institutional Shares Sub-Account		Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares Sub-Account		Janus Aspen INTECH Risk-Managed Core Portfolio—Service Shares Sub-Account
ASSETS
Investments, at cost	$	1,868,470	$	1,334,941	$	2,453,965	$	2,830,361	$	42,960
Shares held in corresponding Funds		243,010		44,042		60,878		243,302		4,808
Investments, at value	$	2,398,505	$	1,479,799	$	2,793,709	$	3,369,739	$	46,155
Total assets		2,398,505		1,479,799		2,793,709		3,369,739		46,155
NET ASSETS
Accumulation fund	$	2,398,505	$	1,479,799	$	2,793,709	$	3,369,739	$	46,155
Annuity fund		—		—		—		—		—
Net assets	$	2,398,505	$	1,479,799	$	2,793,709	$	3,369,739	$	46,155

STATEMENTS OF OPERATIONS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  FOR THE YEAR ENDED DECEMBER 31, 2009

	Templeton Developing Markets Securities Fund— Class 1 Sub-Account		Janus Aspen Forty Portfolio—Institutional Shares Sub-Account			Janus Aspen Overseas Portfolio—Institutional Shares Sub-Account		Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares Sub-Account			Janus Aspen INTECH Risk-Managed Core Portfolio—Service Shares Sub-Account
INVESTMENT INCOME
Dividends	$	45,668	$	473		$	8,937	$	14,303		$	439
EXPENSE
Administrative expenses		1,420		1,409			1,618		2,258			34
Mortality and expense risk charges		2,668		2,655			3,136		3,871			88
Total expenses		4,088		4,064			4,754		6,129			122
Net investment income (loss)		41,580		(3,591	)		4,183		8,174			317
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		137,375		198,759			222,867		(45,649	)		(906	)
Capital gain distributions		3,922		—			35,831		46,118			—
Net realized gain (loss)		141,297		198,759			258,698		469			(906	)
Net change in unrealized appreciation (depreciation) on investments		565,071		246,111			478,940		640,440			8,459
Net realized and unrealized gain (loss) on investments		706,368		444,870			737,638		640,909			7,553
Net increase (decrease) in net assets resulting from operations	$	747,948	$	441,279		$	741,821	$	649,083		$	7,870

B-10 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I Sub-Account		Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I Sub-Account		Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I Sub-Account		MFS Growth Series—Initial Class Sub-Account		MFS Global Equity Series— Initial Class Sub-Account
ASSETS
Investments, at cost	$	198,761	$	2,108,562	$	127,189	$	153,776	$	512,430
Shares held in corresponding Funds		16,614		331,796		10,875		7,753		51,031
Investments, at value	$	217,306	$	2,488,467	$	134,303	$	166,154	$	614,412
Total assets		217,306		2,488,467		134,303		166,154		614,412
NET ASSETS
Accumulation fund	$	217,306	$	2,488,467	$	134,303	$	166,154	$	614,412
Annuity fund		—		—		—		—		—
Net assets	$	217,306	$	2,488,467	$	134,303	$	166,154	$	614,412

	Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I Sub-Account			Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I Sub-Account		Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I Sub-Account			MFS Growth Series—Initial Class Sub-Account			MFS Global Equity Series— Initial Class Sub-Account
INVESTMENT INCOME
Dividends	$	—		$	210,043	$	—		$	230		$	8,081
EXPENSE
Administrative expenses		95			2,087		98			77			561
Mortality and expense risk charges		205			3,139		181			191			961
Total expenses		300			5,226		279			268			1,522
Net investment income (loss)		(300	)		204,817		(279	)		(38	)		6,559
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		4,065			66,733		14,574			(15,621	)		(11,583	)
Capital gain distributions		—			—		—			—			—
Net realized gain (loss)		4,065			66,733		14,574			(15,621	)		(11,583	)
Net change in unrealized appreciation (depreciation) on investments		20,976			465,438		15,023			37,767			132,901
Net realized and unrealized gain (loss) on investments		25,041			532,171		29,597			22,146			121,318
Net increase (decrease) in net assets resulting from operations	$	24,741		$	736,988	$	29,318		$	22,108		$	127,877

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-11

STATEMENTS OF ASSETS AND LIABILITIES

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  DECEMBER 31, 2009

	MFS Investors Growth Stock Series—Initial Class Sub-Account		MFS Utilities Series—Initial Class Sub-Account		Neuberger Berman Advisers Management Trust Partners Portfolio—I Class Sub-Account		Neuberger Berman Advisers Management Trust Regency Portfolio—I Class Sub-Account		PIMCO VIT All Asset Portfolio— Institutional Class Sub-Account
ASSETS
Investments, at cost	$	353,131	$	419,661	$	776,546	$	195,132	$	1,467,122
Shares held in corresponding Funds		39,014		20,363		72,069		18,239		139,431
Investments, at value	$	383,505	$	466,716	$	706,995	$	223,613	$	1,464,024
Total assets		383,505		466,716		706,995		223,613		1,464,024
NET ASSETS
Accumulation fund	$	383,505	$	466,716	$	706,995	$	223,613	$	1,464,024
Annuity fund		—		—		—		—		—
Net assets	$	383,505	$	466,716	$	706,995	$	223,613	$	1,464,024

STATEMENTS OF OPERATIONS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  FOR THE YEAR ENDED DECEMBER 31, 2009

	MFS Investors Growth Stock Series—Initial Class Sub-Account			MFS Utilities Series—Initial Class Sub-Account			Neuberger Berman Advisers Management Trust Partners Portfolio—I Class Sub-Account			Neuberger Berman Advisers Management Trust Regency Portfolio—I Class Sub-Account		PIMCO VIT All Asset Portfolio— Institutional Class Sub-Account
INVESTMENT INCOME
Dividends	$	1,926		$	6,743		$	48,796		$	3,252	$	67,645
EXPENSE
Administrative expenses		459			224			382			196		627
Mortality and expense risk charges		669			520			761			305		1,396
Total expenses		1,128			744			1,143			501		2,023
Net investment income (loss)		798			5,999			47,653			2,751		65,622
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		(15,215	)		(11,149	)		(6,836	)		14,629		16,082
Capital gain distributions		—			—			—			2,744		—
Net realized gain (loss)		(15,215	)		(11,149	)		(6,836	)		17,373		16,082
Net change in unrealized appreciation (depreciation) on investments		106,581			58,399			106,182			32,588		11,158
Net realized and unrealized gain (loss) on investments		91,366			47,250			99,346			49,961		27,240
Net increase (decrease) in net assets resulting from operations	$	92,164		$	53,249		$	146,999		$	52,712	$	92,862

B-12 Statement of Additional Information   n    Intelligent Variable Annuity See notes tofinancial statements

continued

	PIMCO VIT Global Bond Portfolio (Unhedged)— Institutional Class Sub-Account		PIMCO VIT Real Return Portfolio— Institutional Class Sub-Account		PVC Equity Income Account Sub-Account		PVC MidCap Blend Account— Class 1 Sub-Account		Jennison 20/20 Focus Portfolio— Class II Sub-Account
ASSETS
Investments, at cost	$	2,519,317	$	11,853,225	$	2,398,585	$	661,379	$	1,779,461
Shares held in corresponding Funds		195,807		960,259		196,659		21,891		142,555
Investments, at value	$	2,490,661	$	11,945,618	$	2,586,065	$	684,106	$	2,032,835
Total assets		2,490,661		11,945,618		2,586,065		684,106		2,032,835
NET ASSETS
Accumulation fund	$	2,490,661	$	11,945,618	$	2,586,065	$	684,106	$	2,032,835
Annuity fund		—		—		—		—		—
Net assets	$	2,490,661	$	11,945,618	$	2,586,065	$	684,106	$	2,032,835

	PIMCO VIT Global Bond Portfolio (Unhedged)— Institutional Class Sub-Account			PIMCO VIT Real Return Portfolio— Institutional Class Sub-Account			PVC Equity Income Account Sub-Account		PVC MidCap Blend Account— Class 1 Sub-Account			Jennison 20/20 Focus Portfolio— Class II Sub-Account
INVESTMENT INCOME
Dividends	$	49,848		$	163,038		$	66,098	$	—		$	26
EXPENSE
Administrative expenses		1,851			6,671			1,219		135			1,022
Mortality and expense risk charges		3,867			11,807			2,547		253			2,170
Total expenses		5,718			18,478			3,766		388			3,192
Net investment income (loss)		44,130			144,560			62,332		(388	)		(3,166	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		(9,623	)		(34,239	)		5,859		367			96,160
Capital gain distributions		195,558			412,950			—		—			—
Net realized gain (loss)		185,935			378,711			5,859		367			96,160
Net change in unrealized appreciation (depreciation) on investments		(1,223	)		208,869			214,064		22,727			299,747
Net realized and unrealized gain (loss) on investments		184,712			587,580			219,923		23,094			395,907
Net increase (decrease) in net assets resulting from operations	$	228,842		$	732,140		$	282,255	$	22,706		$	392,741

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-13

STATEMENTS OF ASSETS AND LIABILITIES

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  DECEMBER 31, 2009

	Natural Resources Portfolio—Class II Sub-Account		Value Portfolio— Class II Sub-Account		Royce Capital Fund Micro-Cap Portfolio— Investment Class Sub-Account		Royce Capital Fund Small-Cap Portfolio— Investment Class Sub-Account		Wanger International Sub-Account
ASSETS
Investments, at cost	$	1,531,172	$	1,732,506	$	458,249	$	1,327,730	$	617,024
Shares held in corresponding Funds		47,621		132,423		63,533		174,518		25,205
Investments, at value	$	1,756,246	$	2,007,529	$	605,469	$	1,514,816	$	748,099
Total assets		1,756,246		2,007,529		605,469		1,514,816		748,099
NET ASSETS
Accumulation fund	$	1,756,246	$	2,007,529	$	605,469	$	1,514,816	$	748,099
Annuity fund		—		—		—		—		—
Net assets	$	1,756,246	$	2,007,529	$	605,469	$	1,514,816	$	748,099

STATEMENTS OF OPERATIONS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  FOR THE YEAR ENDED DECEMBER 31, 2009

	Natural Resources Portfolio—Class II Sub-Account			Value Portfolio— Class II Sub-Account		Royce Capital Fund Micro-Cap Portfolio— Investment Class Sub-Account			Royce Capital Fund Small-Cap Portfolio— Investment Class Sub-Account			Wanger International Sub-Account
INVESTMENT INCOME
Dividends	$	2,090		$	10,574	$	—		$	—		$	14,231
EXPENSE
Administrative expenses		1,115			993		419			937			528
Mortality and expense risk charges		2,095			1,927		762			1,863			1,029
Total expenses		3,210			2,920		1,181			2,800			1,557
Net investment income (loss)		(1,120	)		7,654		(1,181	)		(2,800	)		12,674
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		5,760			14,113		(29,184	)		(9,890	)		52,997
Capital gain distributions		87,254			—		—			—			—
Net realized gain (loss)		93,014			14,113		(29,184	)		(9,890	)		52,997
Net change in unrealized appreciation (depreciation) on investments		301,852			288,149		234,536			246,675			144,811
Net realized and unrealized gain (loss) on investments		394,866			302,262		205,352			236,785			197,808
Net increase (decrease) in net assets resulting from operations	$	393,746		$	309,916	$	204,171		$	233,985		$	210,482

B-14 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

STATEMENTS OF ASSETS AND LIABILITIES

concluded

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  DECEMBER 31, 2009

	Wanger Select Sub-Account		Wanger USA Sub-Account
ASSETS
Investments, at cost	$	998,522	$	298,306
Shares held in corresponding Funds		46,775		15,661
Investments, at value	$	1,078,165	$	429,893
Total assets		1,078,165		429,893
NET ASSETS
Accumulation fund	$	1,078,165	$	429,893
Annuity fund		—		—
Net assets	$	1,078,165	$	429,893

STATEMENTS OF OPERATIONS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1   ⁿ  FOR THE YEAR ENDED DECEMBER 31, 2009

	Wanger Select Sub-Account			Wanger USA Sub-Account
INVESTMENT INCOME
Dividends	$	—		$	—
EXPENSE
Administrative expenses		388			309
Mortality and expense risk charges		701			501
Total expenses		1,089			810
Net investment income (loss)		(1,089	)		(810	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) on investments		62,052			(11,655	)
Capital gain distributions		—			—
Net realized gain (loss)		62,052			(11,655	)
Net change in unrealized appreciation (depreciation) on investments		102,922			145,692
Net realized and unrealized gain (loss) on investments		164,974			134,037
Net increase (decrease) in net assets resulting from operations	$	163,885		$	133,227

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-15

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	TIAA-CREF Life Bond Sub-Account						TIAA-CREF Life Growth Equity Sub-Account
	For the period ended December 31, 2009			For the year ended December 31, 2008			For the year ended December 31, 2009			For the year ended December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	1,756,671		$	1,491,092		$	103,693		$	93,548
Net realized gain (loss)		(29,650	)		(193,682	)		(1,742,789	)		685,779
Net change in unrealized appreciation (depreciation) on investments		1,021,871			(1,408,121	)		10,025,005			(17,151,415	)
Net increase (decrease) in net assets resulting from operations		2,748,892			(110,711	)		8,385,909			(16,372,088	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		4,775,303			4,112,599			2,188,890			1,971,898
Net contractowner transfers (to) from fixed account		13,824,625			5,407,436			1,793,972			(1,171,046	)
Annuity payments		—			—			(209,997	)		(142,859	)
Withdrawals and death benefits (b)		(2,381,503	)		(4,335,766	)		(1,037,067	)		(1,760,672	)
Net increase (decrease) in net assets resulting from contractowner transactions		16,218,425			5,184,269			2,735,798			(1,102,679	)
Net increase (decrease) in net assets		18,967,317			5,073,558			11,121,707			(17,474,767	)
NET ASSETS
Beginning of year		32,540,935			27,467,377			23,260,917			40,735,684
End of year	$	51,508,252		$	32,540,935		$	34,382,624		$	23,260,917
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		1,126,648			948,898			2,092,623			2,162,708
Units purchased		244,125			151,637			200,637			145,785
Units sold/transferred		297,337			26,113			10,258			(215,870	)
End of year		1,668,110			1,126,648			2,303,518			2,092,623

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-16 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	TIAA-CREF Life Growth & Income Sub-Account						TIAA-CREF Life International Equity Sub-Account
	For the year ended December 31, 2009			For the year ended December 31, 2008			For the year ended December 31, 2009			For the year ended December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	523,488		$	648,147		$	1,826,640		$	(474,733	)
Net realized gain (loss)		98,967			2,783,322			(8,006,784	)		(133,606	)
Net change in unrealized appreciation (depreciation) on investments		10,256,921			(26,681,770	)		21,486,114			(55,515,880	)
Net increase (decrease) in net assets resulting from operations		10,879,376			(23,250,301	)		15,305,970			(56,124,219	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		868,473			3,695,117			2,158,685			3,904,388
Net contractowner transfers (to) from fixed account		(428,436	)		(2,425,747	)		4,783,488			(14,462,625	)
Annuity payments		(570,744	)		(283,561	)		(514,034	)		(310,514	)
Withdrawals and death benefits (b)		(1,841,098	)		(3,415,686	)		(2,477,751	)		(6,807,333	)
Net increase (decrease) in net assets resulting from contractowner transactions		(1,971,805	)		(2,429,877	)		3,950,388			(17,676,084	)
Net increase (decrease) in net assets		8,907,571			(25,680,178	)		19,256,358			(73,800,303	)
NET ASSETS
Beginning of year		42,513,089			68,193,267			49,409,770			123,210,073
End of year	$	51,420,660		$	42,513,089		$	68,666,128		$	49,409,770
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		2,052,411			2,126,358			3,055,765			3,797,289
Units purchased		64,867			144,270			159,824			178,145
Units sold/transferred		(159,780	)		(218,217	)		32,539			(919,669	)
End of year		1,957,498			2,052,411			3,248,128			3,055,765

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-17

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	TIAA-CREF Life Large-Cap Value Sub-Account						TIAA-CREF Life Money Market Sub-Account
	For the year ended December 31, 2009			For the year ended December 31, 2008			For the year ended December 31, 2009			For the year ended December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	378,203		$	346,917		$	50,127		$	2,290,341
Net realized gain (loss)		(6,025,052	)		(3,463,142	)		—			—
Net change in unrealized appreciation (depreciation) on investments		13,107,148			(14,467,286	)		—			—
Net increase (decrease) in net assets resulting from operations		7,460,299			(17,583,511	)		50,127			2,290,341
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		814,118			2,432,858			58,921,707			54,544,207
Net contractowner transfers (to) from fixed account		1,983,871			(1,482,767	)		(56,800,455	)		(15,831,318	)
Annuity payments		(92,851	)		(280,074	)		(1,913,288	)		(1,819,015	)
Withdrawals and death benefits (b)		(1,209,597	)		(3,262,284	)		(42,129,104	)		(26,818,493	)
Net increase (decrease) in net assets resulting from contractowner transactions		1,495,541			(2,592,267	)		(41,921,140	)		10,075,381
Net increase (decrease) in net assets		8,955,840			(20,175,778	)		(41,871,013	)		12,365,722
NET ASSETS
Beginning of year		23,976,137			44,151,915			110,338,160			97,972,438
End of year	$	32,931,977		$	23,976,137		$	68,467,147		$	110,338,160
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		789,262			852,532			9,523,304			8,650,801
Units purchased		38,512			65,988			8,175,061			5,771,496
Units sold/transferred		3,628			(129,258	)		(11,790,722	)		(4,898,993	)
End of year		831,402			789,262			5,907,643			9,523,304

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-18 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	TIAA-CREF Life Real Estate Securities Sub-Account						TIAA-CREF Life Small-Cap Equity Sub-Account
	For the year ended December 31, 2009			For the year ended December 31, 2008			For the year ended December 31, 2009			For the year ended December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	767,007		$	1,319,743		$	161,201		$	225,441
Net realized gain (loss)		(7,649,824	)		(5,142,366	)		(3,283,862	)		(3,494,290	)
Net change in unrealized appreciation (depreciation) on investments		11,960,408			(11,079,894	)		7,868,853			(6,356,429	)
Net increase (decrease) in net assets resulting from operations		5,077,591			(14,902,517	)		4,746,192			(9,625,278	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		1,134,003			2,175,960			562,218			1,885,580
Net contractowner transfers (to) from fixed account		(597,287	)		(2,781,060	)		(360,704	)		8,310
Annuity payments		(298,633	)		(277,203	)		(77,511	)		(145,612	)
Withdrawals and death benefits (b)		(783,325	)		(2,787,557	)		(955,765	)		(2,022,101	)
Net increase (decrease) in net assets resulting from contractowner transactions		(545,242	)		(3,669,860	)		(831,762	)		(273,823	)
Net increase (decrease) in net assets		4,532,349			(18,572,377	)		3,914,430			(9,899,101	)
NET ASSETS
Beginning of year		22,881,182			41,453,559			18,963,559			28,862,660
End of year	$	27,413,531		$	22,881,182		$	22,877,989		$	18,963,559
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		667,196			737,713			556,617			564,251
Units purchased		41,400			49,712			20,787			44,323
Units sold/transferred		(63,809	)		(120,229	)		(48,648	)		(51,957	)
End of year		644,787			667,196			528,756			556,617

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-19

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	TIAA-CREF Life Social Choice Equity Sub-Account						TIAA-CREF Life Stock Index Sub-Account
	For the year ended December 31, 2009			For the year ended December 31, 2008			For the year ended December 31, 2009			For the year ended December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	267,302		$	164,056		$	1,809,153		$	1,898,315
Net realized gain (loss)		(454,602	)		555,459			(2,805,383	)		697,574
Net change in unrealized appreciation (depreciation) on investments		4,850,005			(9,695,314	)		32,729,993			(69,314,802	)
Net increase (decrease) in net assets resulting from operations		4,662,705			(8,975,799	)		31,733,763			(66,718,913	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		607,583			1,105,368			4,385,162			7,522,453
Net contractowner transfers (to) from fixed account		59,548			(667,915	)		6,358,169			(3,964,552	)
Annuity payments		(62,348	)		(73,588	)		(1,022,668	)		(1,286,140	)
Withdrawals and death benefits (b)		(1,049,117	)		(695,073	)		(4,254,969	)		(6,393,741	)
Net increase (decrease) in net assets resulting from contractowner transactions		(444,334	)		(331,208	)		5,465,694			(4,121,980	)
Net increase (decrease) in net assets		4,218,371			(9,307,007	)		37,199,457			(70,840,893	)
NET ASSETS
Beginning of year		15,549,848			24,856,855			110,071,248			180,912,141
End of year	$	19,768,219		$	15,549,848		$	147,270,705		$	110,071,248
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		785,104			792,139			4,616,617			4,736,222
Units purchased		30,067			40,947			228,326			269,713
Units sold/transferred		(56,030	)		(47,982	)		7,874			(389,318	)
End of year		759,141			785,104			4,852,817			4,616,617

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-20 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Calamos Growth & Income Portfolio Sub-Account						Credit Suisse Trust Commodity Return Strategy  Portfolio Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	23,556		$	593		$	141,233		$	2,300
Net realized gain (loss)		36,132			(5,941	)		(111,747	)		(33,934	)
Net change in unrealized appreciation (depreciation) on investments		270,755			(36,518	)		149,398			(164,493	)
Net increase (decrease) in net assets resulting from operations		330,443			(41,866	)		178,884			(196,127	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		331,443			261,977			247,441			341,802
Net contractowner transfers (to) from fixed account		467,194			393,975			686,165			233,536
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(8,630	)		(2,841	)		(17,021	)		(1,962	)
Net increase (decrease) in net assets resulting from contractowner transactions		790,007			653,111			916,585			573,376
Net increase (decrease) in net assets		1,120,450			611,245			1,095,469			377,249
NET ASSETS
Beginning of year		611,245			—			377,249			—
End of year	$	1,731,695		$	611,245		$	1,472,718		$	377,249
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		57,728			—			48,910			—
Units purchased		32,099			22,386			40,149			31,513
Units sold/transferred		27,876			35,342			71,269			17,397
End of year		117,703			57,728			160,328			48,910

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-21

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Credit Suisse Trust International Equity Flex III Portfolio Sub-Account			Credit Suisse Trust U.S. Equity Flex I Portfolio Sub-Account
	For the period December 11, 2009 (commencement of operations) to December 31, 2009			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	(53	)	$	2,273		$	(67	)
Net realized gain (loss)		539			(29,515	)		(7,580	)
Net change in unrealized appreciation (depreciation) on investments		2,618			46,295			(24,352	)
Net increase (decrease) in net assets resulting from operations		3,104			19,053			(31,999	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		50			16,810			16,444
Net contractowner transfers (to) from fixed account		238,169			132,435			113,487
Annuity payments		—			—			—
Withdrawals and death benefits (b)		—			(7	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		238,219			149,238			129,931
Net increase (decrease) in net assets		241,323			168,291			97,932
NET ASSETS
Beginning of year		—			97,932			—
End of year	$	241,323		$	266,223		$	97,932
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		—			9,708			—
Units purchased		5			3,437			6,136
Units sold/transferred		24,598			8,089			3,572
End of year		24,603			21,234			9,708

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-22 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Delaware VIP Diversified Income Series—Standard Class Sub-Account						Delaware VIP International Value Equity Series—Standard Class Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	84,795		$	(1,545	)	$	38,573		$	(160	)
Net realized gain (loss)		27,884			(6,871	)		4,800			(3,859	)
Net change in unrealized appreciation (depreciation) on investments		342,879			(46,951	)		531,740			(32,807	)
Net increase (decrease) in net assets resulting from operations		455,558			(55,367	)		575,113			(36,826	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		912,987			664,454			368,718			225,282
Net contractowner transfers (to) from fixed account		1,480,440			578,839			1,391,765			21,265
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(481,255	)		(7,277	)		(7,515	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		1,912,172			1,236,016			1,752,968			246,547
Net increase (decrease) in net assets		2,367,730			1,180,649			2,328,081			209,721
NET ASSETS
Beginning of year		1,180,649			—			209,721			—
End of year	$	3,548,379		$	1,180,649		$	2,537,802		$	209,721
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		121,445			—			24,873			—
Units purchased		113,219			71,992			47,271			24,542
Units sold/transferred		54,042			49,453			151,792			331
End of year		288,706			121,445			223,936			24,873

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-23

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Delaware VIP Small Cap Value Series—Standard Class Sub-Account						Franklin Income Securities Fund—Class 1 Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	2,835		$	(250	)	$	62,697		$	9,118
Net realized gain (loss)		(17,530	)		(21,055	)		(26,406	)		(23,994	)
Net change in unrealized appreciation (depreciation) on investments		171,593			(29,584	)		261,502			(133,550	)
Net increase (decrease) in net assets resulting from operations		156,898			(50,889	)		297,793			(148,426	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		109,975			197,126			372,855			247,390
Net contractowner transfers (to) from fixed account		192,912			141,569			458,416			556,853
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(667	)		(822	)		(25,341	)		(3,965	)
Net increase (decrease) in net assets resulting from contractowner transactions		302,220			337,873			805,930			800,278
Net increase (decrease) in net assets		459,118			286,984			1,103,723			651,852
NET ASSETS
Beginning of year		286,984			—			651,852			—
End of year	$	746,102		$	286,984		$	1,755,575		$	651,852
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		14,340			—			52,585			—
Units purchased		6,219			8,614			32,886			19,134
Units sold/transferred		7,807			5,726			19,149			33,451
End of year		28,366			14,340			104,620			52,585

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-24 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Franklin Small-Mid Cap Growth Securities Fund—Class 1 Sub-Account						Mutual Shares Securites Fund—Class 1 Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	(1,338	)	$	(249	)	$	8,014		$	11,157
Net realized gain (loss)		(15,004	)		(7,432	)		(39,202	)		(22,136	)
Net change in unrealized appreciation (depreciation) on investments		131,942			(53,736	)		137,406			(125,747	)
Net increase (decrease) in net assets resulting from operations		115,600			(61,417	)		106,218			(136,726	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		47,975			166,530			175,030			80,280
Net contractowner transfers (to) from fixed account		188,820			32,133			86,564			437,762
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(2,351	)		—			(38,507	)		(5,772	)
Net increase (decrease) in net assets resulting from contractowner transactions		234,444			198,663			223,087			512,270
Net increase (decrease) in net assets		350,044			137,246			329,305			375,544
NET ASSETS
Beginning of year		137,246			—			375,544			—
End of year	$	487,290		$	137,246		$	704,849		$	375,544
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		10,222			—			29,281			—
Units purchased		5,029			8,829			12,326			4,533
Units sold/transferred		10,056			1,393			2,067			24,748
End of year		25,307			10,222			43,674			29,281

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-25

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Templeton Developing Markets Securities Fund—Class 1 Sub-Account						Janus Aspen Forty Portfolio— Institutional Shares Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	41,580		$	245		$	(3,591	)	$	(423	)
Net realized gain (loss)		141,297			(22,712	)		198,759			(82,195	)
Net change in unrealized appreciation (depreciation) on investments		565,071			(35,035	)		246,111			(101,253	)
Net increase (decrease) in net assets resulting from operations		747,948			(57,502	)		441,279			(183,871	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		228,409			116,021			230,041			181,629
Net contractowner transfers (to) from fixed account		1,289,015			78,752			385,533			455,246
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(4,138	)		—			(27,403	)		(2,655	)
Net increase (decrease) in net assets resulting from contractowner transactions		1,513,286			194,773			588,171			634,220
Net increase (decrease) in net assets		2,261,234			137,271			1,029,450			450,349
NET ASSETS
Beginning of year		137,271			—			450,349			—
End of year	$	2,398,505		$	137,271		$	1,479,799		$	450,349
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		18,002			—			19,621			—
Units purchased		29,424			13,098			9,609			6,550
Units sold/transferred		134,390			4,904			14,979			13,071
End of year		181,816			18,002			44,209			19,621

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-26 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Janus Aspen Overseas Portfolio— Institutional Shares Sub-Account						Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	4,183		$	(291	)	$	8,174		$	3,788
Net realized gain (loss)		258,698			(24,123	)		469			(17,221	)
Net change in unrealized appreciation (depreciation) on investments		478,940			(139,196	)		640,440			(101,062	)
Net increase (decrease) in net assets resulting from operations		741,821			(163,610	)		649,083			(114,495	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		561,863			198,944			411,563			187,544
Net contractowner transfers (to) from fixed account		1,291,829			208,136			1,982,299			409,935
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(43,574	)		(1,700	)		(156,190	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		1,810,118			405,380			2,237,672			597,479
Net increase (decrease) in net assets		2,551,939			241,770			2,886,755			482,984
NET ASSETS
Beginning of year		241,770			—			482,984			—
End of year	$	2,793,709		$	241,770		$	3,369,739		$	482,984
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		7,743			—			39,617			—
Units purchased		14,101			3,424			41,906			19,893
Units sold/transferred		28,153			4,319			125,759			19,724
End of year		49,997			7,743			207,282			39,617

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-27

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Janus Aspen INTECH Risk-Managed Core Portfolio—Service Shares Sub-Account						Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	317		$	116		$	(300	)	$	(21	)
Net realized gain (loss)		(906	)		(5	)		4,065			(1,527	)
Net change in unrealized appreciation (depreciation) on investments		8,459			(5,264	)		20,976			(2,431	)
Net increase (decrease) in net assets resulting from operations		7,870			(5,153	)		24,741			(3,979	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		5,286			32,177			69,828			11,359
Net contractowner transfers (to) from fixed account		5,827			156			106,367			9,291
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(8	)		—			(301	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		11,105			32,333			175,894			20,650
Net increase (decrease) in net assets		18,975			27,180			200,635			16,671
NET ASSETS
Beginning of year		27,180			—			16,671			—
End of year	$	46,155		$	27,180		$	217,306		$	16,671
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		3,209			—			1,714			—
Units purchased		519			3,237			13,395			1,633
Units sold/transferred		737			(28	)		1,541			81
End of year		4,465			3,209			16,650			1,714

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-28 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I Sub-Account						Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	204,817		$	35,113		$	(279	)	$	(46	)
Net realized gain (loss)		66,733			(39,810	)		14,574			(8,492	)
Net change in unrealized appreciation (depreciation) on investments		465,438			(85,533	)		15,023			(7,909	)
Net increase (decrease) in net assets resulting from operations		736,988			(90,230	)		29,318			(16,447	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		79,906			325,305			65,524			29,708
Net contractowner transfers (to) from fixed account		1,301,695			151,884			12,374			13,919
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(17,081	)		—			(93	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		1,364,520			477,189			77,805			43,627
Net increase (decrease) in net assets		2,101,508			386,959			107,123			27,180
NET ASSETS
Beginning of year		386,959			—			27,180			—
End of year	$	2,488,467		$	386,959		$	134,303		$	27,180
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		57,271			—			2,876			—
Units purchased		10,800			44,602			5,902			3,127
Units sold/transferred		169,321			12,669			1,217			(251	)
End of year		237,392			57,271			9,995			2,876

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-29

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	MFS Growth Series—Initial Class Sub-Account						MFS Global Equity Series—Initial Class Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	(38	)	$	(135	)	$	6,559		$	(280	)
Net realized gain (loss)		(15,621	)		(8,907	)		(11,583	)		(15,144	)
Net change in unrealized appreciation (depreciation) on investments		37,767			(25,389	)		132,901			(30,918	)
Net increase (decrease) in net assets resulting from operations		22,108			(34,431	)		127,877			(46,342	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		1,635			18,738			68,463			93,155
Net contractowner transfers (to) from fixed account		92,368			83,122			95,587			294,424
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(15,981	)		(1,405	)		(17,254	)		(1,498	)
Net increase (decrease) in net assets resulting from contractowner transactions		78,022			100,455			146,796			386,081
Net increase (decrease) in net assets		100,130			66,024			274,673			339,739
NET ASSETS
Beginning of year		66,024			—			339,739			—
End of year	$	166,154		$	66,024		$	614,412		$	339,739
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		4,234			—			33,282			—
Units purchased		457			1,511			9,877			7,181
Units sold/transferred		3,081			2,723			2,616			26,101
End of year		7,772			4,234			45,775			33,282

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-30 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	MFS Investors Growth Stock Series—Initial Class Sub-Account						MFS Utilities Series—Initial Class Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	798		$	(318	)	$	5,999		$	(148	)
Net realized gain (loss)		(15,215	)		(5,687	)		(11,149	)		(19,425	)
Net change in unrealized appreciation (depreciation) on investments		106,581			(76,207	)		58,399			(11,344	)
Net increase (decrease) in net assets resulting from operations		92,164			(82,212	)		53,249			(30,917	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		38,628			56,395			54,452			84,169
Net contractowner transfers (to) from fixed account		54,460			224,074			253,925			51,842
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(4	)		—			(4	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		93,084			280,469			308,373			136,011
Net increase (decrease) in net assets		185,248			198,257			361,622			105,094
NET ASSETS
Beginning of year		198,257			—			105,094			—
End of year	$	383,505		$	198,257		$	466,716		$	105,094
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		26,694			—			4,912			—
Units purchased		5,342			7,190			2,055			3,061
Units sold/transferred		5,121			19,504			9,475			1,851
End of year		37,157			26,694			16,442			4,912

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity    n   Statement of Additional Information B-31

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Neuberger Berman Advisers Management Trust Partners Portfolio—I Class Sub-Account						Neuberger Berman Advisers Management Trust Regency Portfolio—I Class Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	47,653		$	1,262		$	2,751		$	190
Net realized gain (loss)		(6,836	)		32,274			17,373			(3,208	)
Net change in unrealized appreciation (depreciation) on investments		106,182			(175,733	)		32,588			(4,107	)
Net increase (decrease) in net assets resulting from operations		146,999			(142,197	)		52,712			(7,125	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		189,064			187,970			88,918			15,768
Net contractowner transfers (to) from fixed account		232,143			163,715			29,843			43,499
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(65,759	)		(4,940	)		(2	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		355,448			346,745			118,759			59,267
Net increase (decrease) in net assets		502,447			204,548			171,471			52,142
NET ASSETS
Beginning of year		204,548			—			52,142			—
End of year	$	706,995		$	204,548		$	223,613		$	52,142
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		20,762			—			5,953			—
Units purchased		13,430			11,044			8,366			998
Units sold/transferred		11,946			9,718			3,164			4,955
End of year		46,138			20,762			17,483			5,953

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-32 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	PIMCO VIT All Asset Portfolio—Institutional Class Sub-Account						PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	65,622		$	8,059		$	44,130		$	14,794
Net realized gain (loss)		16,082			(12,566	)		185,935			(26,700	)
Net change in unrealized appreciation (depreciation) on investments		11,158			(14,256	)		(1,223	)		(27,433	)
Net increase (decrease) in net assets resulting from operations		92,862			(18,763	)		228,842			(39,339	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		316,918			45,559			343,359			426,404
Net contractowner transfers (to) from fixed account		886,204			165,546			954,054			666,175
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(21,863	)		(2,439	)		(84,644	)		(4,190	)
Net increase (decrease) in net assets resulting from contractowner transactions		1,181,259			208,666			1,212,769			1,088,389
Net increase (decrease) in net assets		1,274,121			189,903			1,441,611			1,049,050
NET ASSETS
Beginning of year		189,903			—			1,049,050			—
End of year	$	1,464,024		$	189,903		$	2,490,661		$	1,049,050
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		18,545			—			82,593			—
Units purchased		40,768			3,322			39,167			41,267
Units sold/transferred		58,454			15,223			46,454			41,326
End of year		117,767			18,545			168,214			82,593

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-33

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	PIMCO VIT Real Return Portfolio—Institutional Class Sub-Account						PVC Equity Income Account Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	144,560		$	20,857		$	62,332		$	(205	)
Net realized gain (loss)		378,711			(69,962	)		5,859			(3,893	)
Net change in unrealized appreciation (depreciation) on investments		208,869			(116,475	)		214,064			(26,585	)
Net increase (decrease) in net assets resulting from operations		732,140			(165,580	)		282,255			(30,683	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		2,281,264			1,308,623			1,058,203			73,737
Net contractowner transfers (to) from fixed account		7,002,633			809,955			1,070,911			137,557
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(22,478	)		(939	)		(5,915	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		9,261,419			2,117,639			2,123,199			211,294
Net increase (decrease) in net assets		9,993,559			1,952,059			2,405,454			180,611
NET ASSETS
Beginning of year		1,952,059			—			180,611			—
End of year	$	11,945,618		$	1,952,059		$	2,586,065		$	180,611
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		166,608			—			14,219			—
Units purchased		203,166			119,974			104,653			8,548
Units sold/transferred		492,760			46,634			51,363			5,671
End of year		862,534			166,608			170,235			14,219

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-34 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	PVC MidCap Blend Account— Class 1 Sub-Account			Jennison 20/20 Focus Portfolio—Class II Sub-Account
	For the period October 23, 2009 (commencement of operations) to December 31, 2009			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	(388	)	$	(3,166	)	$	(382	)
Net realized gain (loss)		367			96,160			(49,122	)
Net change in unrealized appreciation (depreciation) on investments		22,727			299,747			(46,374	)
Net increase (decrease) in net assets resulting from operations		22,706			392,741			(95,878	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		25,305			757,745			203,782
Net contractowner transfers (to) from fixed account		636,095			692,345			134,808
Annuity payments		—			—			—
Withdrawals and death benefits (b)		—			(50,061	)		(2,647	)
Net increase (decrease) in net assets resulting from contractowner transactions		661,400			1,400,029			335,943
Net increase (decrease) in net assets		684,106			1,792,770			240,065
NET ASSETS
Beginning of year		—			240,065			—
End of year	$	684,106		$	2,032,835		$	240,065
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		—			22,851			—
Units purchased		1,946			67,219			19,650
Units sold/transferred		48,002			33,321			3,201
End of year		49,948			123,391			22,851

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity    n   Statement of Additional Information B-35

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Natural Resources Portfolio—Class II Sub-Account						Value Portfolio—Class II Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	(1,120	)	$	(281	)	$	7,654		$	(209	)
Net realized gain (loss)		93,014			(50,928	)		14,113			(11,885	)
Net change in unrealized appreciation (depreciation) on investments		301,852			(76,778	)		288,149			(13,125	)
Net increase (decrease) in net assets resulting from operations		393,746			(127,987	)		309,916			(25,219	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		273,506			162,919			622,713			87,399
Net contractowner transfers (to) from fixed account		843,677			216,814			743,567			280,329
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(5,960	)		(469	)		(11,176	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		1,111,223			379,264			1,355,104			367,728
Net increase (decrease) in net assets		1,504,969			251,277			1,665,020			342,509
NET ASSETS
Beginning of year		251,277			—			342,509			—
End of year	$	1,756,246		$	251,277		$	2,007,529		$	342,509
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		8,013			—			22,154			—
Units purchased		7,556			3,700			42,381			3,936
Units sold/transferred		16,279			4,313			27,708			18,218
End of year		31,848			8,013			92,243			22,154

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-36 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

continued

	Royce Capital Fund Micro-Cap Portfolio—Investment Class Sub-Account						Royce Capital Fund Small-Cap Portfolio—Investment Class Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	(1,181	)	$	5,992		$	(2,800	)	$	1,554
Net realized gain (loss)		(29,184	)		8,886			(9,890	)		1,058
Net change in unrealized appreciation (depreciation) on investments		234,536			(87,316	)		246,675			(59,590	)
Net increase (decrease) in net assets resulting from operations		204,171			(72,438	)		233,985			(56,978	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		36,700			107,936			404,892			123,016
Net contractowner transfers (to) from fixed account		209,680			121,000			744,055			219,910
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(1,580	)		—			(154,064	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		244,800			228,936			994,883			342,926
Net increase (decrease) in net assets		448,971			156,498			1,228,868			285,948
NET ASSETS
Beginning of year		156,498			—			285,948			—
End of year	$	605,469		$	156,498		$	1,514,816		$	285,948
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		18,500			—			37,762			—
Units purchased		3,086			8,544			59,040			17,649
Units sold/transferred		23,827			9,956			51,680			20,113
End of year		45,413			18,500			148,482			37,762

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity    n   Statement of Additional Information B-37

STATEMENTS OF CHANGES IN NET ASSETS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	TIAA-CREF Life Wanger International Sub-Account						TIAA-CREF Life Wanger Select Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008			For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	12,674		$	(144	)	$	(1,089	)	$	(81	)
Net realized gain (loss)		52,997			(18,315	)		62,052			(6,755	)
Net change in unrealized appreciation (depreciation) on investments		144,811			(13,736	)		102,922			(23,279	)
Net increase (decrease) in net assets resulting from operations		210,482			(32,195	)		163,885			(30,115	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		147,960			47,277			151,697			28,920
Net contractowner transfers (to) from fixed account		314,911			70,343			695,501			68,280
Annuity payments		—			—			—			—
Withdrawals and death benefits (b)		(10,679	)		—			(3	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		452,192			117,620			847,195			97,200
Net increase (decrease) in net assets		662,674			85,425			1,011,080			67,085
NET ASSETS
Beginning of year		85,425			—			67,085			—
End of year	$	748,099		$	85,425		$	1,078,165		$	67,085
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		3,583			—			4,708			—
Units purchased		6,930			1,719			10,992			1,396
Units sold/transferred		10,485			1,864			29,943			3,312
End of year		20,998			3,583			45,643			4,708

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

B-38 Statement of Additional Information   n    Intelligent Variable Annuity See notes to financial statements

STATEMENTS OF CHANGES IN NET ASSETS

concluded

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Wanger USA Sub-Account
	For the year ended December 31, 2009			For the period February 5, 2008 (commencement of operations) to December 31, 2008
FROM OPERATIONS
Net investment income (loss)	$	(810	)	$	(83	)
Net realized gain (loss)		(11,655	)		(1,522	)
Net change in unrealized appreciation (depreciation) on investments		145,692			(14,106	)
Net increase (decrease) in net assets resulting from operations		133,227			(15,711	)
FROM CONTRACTOWNER TRANSACTIONS
Premiums (a)		5,179			—
Net contractowner transfers (to) from fixed account		248,460			58,747
Annuity payments		—			—
Withdrawals and death benefits (b)		(9	)		—
Net increase (decrease) in net assets resulting from contractowner transactions		253,630			58,747
Net increase (decrease) in net assets		386,857			43,036
NET ASSETS
Beginning of year		43,036			—
End of year	$	429,893		$	43,036
CHANGES IN ACCUMULATION UNITS OUTSTANDING:
Beginning of year		1,977			—
Units purchased		172			—
Units sold/transferred		11,755			1,977
End of year		13,904			1,977

(a) Amounts presented are net of premium tax charges.

(b) Amounts include payments for other daily and monthly fee and expense charges.

See notes to financial statements Intelligent Variable Annuity    n   Statement of Additional Information B-39

NOTES TO FINANCIAL STATEMENTS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

Note 1—organization and significant accounting policies

TIAA-CREF Life Separate Account VA-1 (the “Separate Account”) was established by TIAA-CREF Life Insurance Company (“TIAA-CREF Life”) as a separate investment account under New York law on July 27, 1998 and is registered with the Securities and Exchange Commission (“Commission”) as a unit investment trust under the Investment Company Act of 1940. TIAA-CREF Life, which commenced operations as a legal reserve life insurance company under the insurance laws of the State of New York on December 18, 1996, is a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”), a legal reserve life insurance company which was established under the insurance laws of the State of New York in 1918.

Investors participate in the Separate Account by purchasing one of three different variable annuity contracts: the PA Select and Single Premium Immediate Annuity (the “Original Contract”), the Lifetime Variable Select Annuity (the “Lifetime Contract”) and the Intelligent Variable Annuity (the “Intelligent VA”). Premiums received from the contracts are allocated to investment accounts, the (“Sub-Accounts”) of which some invest in the TIAA-CREF Life Funds (the “Funds”), an open end management investment company registered with the Commission and managed by Teachers Advisors, Inc. (“Advisors”), a wholly-owned indirect subsidiary of TIAA. Advisors is registered with the Commission as an investment adviser. The Original Contract currently offers 8 investment Sub-Account options, Lifetime Contract currently offers 10 investment Sub-Account options and the Intelligent VA offers 47 investment Sub-Account options. Accumulation unit values (“AUV”) are calculated daily for each Sub-Account.

On November 1, 2007, the Intelligent VA was launched as an additional variable annuity contract funded through the Separate Account. Intelligent VA allows individual investors to accumulate funds on a tax-deferred basis for retirement or other long-term investment purposes, and to receive future payment based on the amounts accumulated as lifetime income or through other payment options.

The Sub-Accounts commenced operations as follows:

	Commencement Date
Sub-Accounts	Intelligent Variable Annuity	Personal Annuity Select & Lifetime Variable Select
TIAA-CREF Life Bond*	2/05/2008	7/08/2003
TIAA-CREF Life Growth Equity	2/05/2008	4/03/2000
TIAA-CREF Life Growth & Income	2/05/2008	4/03/2000
TIAA-CREF Life International Equity	2/05/2008	4/03/2000
TIAA-CREF Life Large Cap Value	2/05/2008	10/28/2002
TIAA-CREF Life Money Market*	2/05/2008	7/08/2003
TIAA-CREF Life Real Estate	2/05/2008	10/28/2002
TIAA-CREF Life Small Cap Equity	2/05/2008	10/28/2002
TIAA-CREF Life Social Choice	2/05/2008	4/03/2000
TIAA-CREF Life Stock Index	2/05/2008	1/04/1999
Calamos Growth & Income Portfolio	2/05/2008	N/A
Credit Suisse Trust-Commodity Return Strategy Portfolio	2/05/2008	N/A
Credit Suisse Trust-International Equity Flex III Portfolio	12/11/2009	N/A
Credit Suisse Trust-U.S. Equity Flex I Portfolio1	2/05/2008	N/A
Delaware VIP Diversified Income Series—Standard Class	2/05/2008	N/A

	Commencement Date
Sub-Accounts	Intelligent Variable Annuity	Personal Annuity Select & Lifetime Variable Select
Delaware VIP International Value Equity Series—Standard Class	2/05/2008	N/A
Delaware VIP Small Cap Value Series—Standard Class	2/05/2008	N/A
Franklin Income Securities Fund—Class 1	2/05/2008	N/A
Franklin Small-Mid Cap Growth Securities Fund—Class 1	2/05/2008	N/A
Mutual Shares Securities Fund—Class 1	2/05/2008	N/A
Templeton Developing Markets Securities Fund—Class 1	2/05/2008	N/A
Janus Aspen Forty Portfolio—Institutional Shares	2/05/2008	N/A
Janus Aspen Overseas Portfolio—Institutional Shares2	2/05/2008	N/A
Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares3	2/05/2008	N/A
Janus Aspen INTECH Risk-Managed Core Portfolio—Service Shares	2/05/2008	N/A
Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I4	2/05/2008	N/A
Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I5	2/05/2008	N/A
Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I6	2/05/2008	N/A
MFS Growth Series—Initial Class	2/05/2008	N/A
MFS Global Equity Series—Initial Class	2/05/2008	N/A
MFS Investors Growth Stock Series—Initial Class	2/05/2008	N/A
MFS Utilities Series—Initial Class	2/05/2008	N/A
Neuberger Berman Advisers Management Trust Partners Portfolio—I Class	2/05/2008	N/A
Neuberger Berman Advisers Management Trust Regency Portfolio—I Class	2/05/2008	N/A
PIMCO VIT All Asset Portfolio—Institutional Class	2/05/2008	N/A
PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class	2/05/2008	N/A
PIMCO VIT Real Return Portfolio—Institutional Class	2/05/2008	N/A
PVC Equity Income Account	2/05/2008	N/A
PVC MidCap Blend Account—Class 1	10/23/2009	N/A
Jennison 20/20 Focus Portfolio—Class II	2/05/2008	N/A
Natural Resources Portfolio—Class II	2/05/2008	N/A
Value Portfolio—Class II	2/05/2008	N/A
Royce Capital Fund Micro-Cap Portfolio—Investment Class	2/05/2008	N/A
Royce Capital Fund Small-Cap Portfolio—Investment Class	2/05/2008	N/A
Wanger International	2/05/2008	N/A
Wanger Select	2/05/2008	N/A
Wanger USA	2/05/2008	N/A

* TIAA-CREF Life Bond & TIAA-CREF Life Money Market not held in Personal Annuity Select.

¹ Formerly Credit Suisse Trust-Small Cap Core I Portfolio

² Formerly Janus Aspen International Growth Portfolio

³ Formerly Janus Aspen Mid Cap Value Portfolio

⁴ Formerly Legg Mason Partners Variable Aggressive Growth Portfolio—Class I

⁵ Formerly Legg Mason Partners Variable Global High Yield Bond Portfolio—Class I

⁶ Formerly Legg Mason Partners Variable Small Cap Growth Portfolio—Class I

B-40 Statement of Additional Information   n    Intelligent Variable Annuity

continued

The Credit Suisse Trust-International Equity Flex II Portfolio was merged into the Credit Suisse Trust-International Equity Flex III Portfolio on December 11, 2009.

The PVC MidCap Stock Account-Class 1 was merged into the PVC MidCap Blend Account-Class 1 on October 23, 2009.

Net assets allocated to contracts in the payout period are computed according to the A2000 Mortality Table with 3 year setbacks. The assumed investment return is fixed at 4%. The mortality risk is fully borne by TIAA CREF Life and may result in additional amounts being transferred into the variable annuity account by TIAA CREF Life to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to the insurance company.

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which may require the use of estimates made by management and the evaluation of subsequent events. Actual results may differ from those estimates. The following is a summary of the significant accounting policies consistently followed by the Sub-Accounts.

Accumulation and Annuity Funds: The Accumulation Fund represents the net assets attributable to participants in the accumulation phase of their investment. The Annuity Fund represents the net assets attributable to the participants currently receiving annuity payments. The net increase or decrease in net assets from investment operations is apportioned between the funds based upon their relative daily net asset values. Annuitants bear the mortality risk under their contracts.

Security Valuation: All investments in securities are recorded at their estimated fair value as described in the valuation of investments note to the financial statements.

Accounting for Investments and Investment Income: Security transactions are accounted for as of the trade date for financial reporting purposes. Dividend income and capital gains distribution are recorded on the ex-dividend date. Realized gains and losses on security transactions are based on the specific identification method.

Income Taxes: TIAA-CREF Life Separate Account VA-1 is a separate account of TIAA-CREF Life, which is taxed as a life insurance company under Subchapter L of the Internal Revenue Code. The Separate Account should incur no federal income tax liability. Under the rules of taxation applicable to life insurance companies, the Separate Account’s Accumulation and Annuity Funds for participants will generally be treated as life insurance reserves; therefore, any increase in such reserves will be deductible. Management has analyzed the Separate Account’s tax positions taken for all open federal income tax years (2005-2009) and has concluded that no provision for federal income tax is required in the Separate Account’s financial statements.

Note 2—valuation of investments

U.S. GAAP establishes a hierarchy that prioritizes market inputs to valuation methods. The three levels of inputs are:

Ÿ Level 1—quoted prices in active markets for identical securities

Ÿ Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

Ÿ Level 3—significant unobservable inputs (including the Sub-Account’s own assumptions in determining the fair value of investments)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to the Sub-Accounts’ major categories of assets and liabilities measured at fair value follows:

Investments in Registered Investment Companies—These investments are valued at net asset value on the valuation date. These investments are categorized in Level 1 of the fair value hierarchy.

As of December 31, 2009, all of the investments in the Sub-Accounts were valued based on Level 1 inputs.

Note 3—expense charges and affiliates

TIAA-CREF Life provides all administrative services for the Sub-Accounts. Daily charges are deducted from the net assets of the Sub-Accounts for services required to administer the Separate Account and the contracts, and to cover certain insurance risks borne by TIAA-CREF Life. The following are the current administrative expense charges for the contracts:

ADMINISTRATIVE EXPENSE

(as a percentage of average account value)

	Intelligent Variable Annuity	Personal Annuity Select	Lifetime Variable Select
Maximum contractual fee	0.30%	0.20%	0.20%
Fee waiver	0.20%	0.00%	0.00%
Current fee	0.10%	0.20%	0.20%

TIAA-CREF Life imposes a daily charge that is deducted from the net assets of the Sub-Accounts for bearing certain mortality and expense risks in connection with the contracts. The following are the mortality and expense risk charges for the contracts:

MORTALITY AND EXPENSE RISK CHARGES

(as a percentage of average account value)

	Personal Annuity Select	Lifetime Variable Select
Maximum contractual fee	1.00%	1.00%
Fee waiver	0.60%	0.60%
Current fee	0.40%	0.40%

Intelligent Variable Annuity    n   Statement of Additional Information B-41

NOTES TO FINANCIAL STATEMENTS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

INTELLIGENT VARIABLE ANNUITY

	Maximum Contractual Fee	Fee Waiver	Current Fee
If Accumulation Value is less than $100,000	0.40%	0.00%	0.40%
If Accumulation Value is between $100,000-$500,000	0.25%	0.00%	0.25%
If Accumulation Value is greater than $500,000	0.15%	0.00%	0.15%
After the first 10 Contract years	0.00%	0.00%	0.00%

There are other daily, monthly and annual fees and expenses that a contract owner will pay when buying, owning and surrendering the policy. These fees and expenses include as follows:

Additional expense charges	Intelligent Variable Annuity	Personal Annuity Select	Lifetime Variable Select
Maximum annual contract fees (waived for accumulation values > $25,000)	$25	$0	$25
Optional guaranteed minimum death benefit charge	0.10%	None	None
Premium taxes	0.50% to 3.50%	1.00% to 3.50%	1.00% to 3.50%
Maximum transfer fee	$0	$0	$25

The Sub-Accounts indirectly pay expenses of the underlying funds. With respect to investments in TIAA-CREF Life Funds, these include management fees paid to Advisors.

The contracts are distributed by Teachers Personal Investors Services, Inc. (“TPIS”) and, in some instances, TIAA-CREF Individual & Institutional Services, LLC (“Services”), subsidiaries of TIAA. TPIS may also enter into selling agreements with third parties to distribute the contracts.

Note 4—investments

Purchases and sales of securities for the Sub-Accounts for the year ended December 31, 2009 were as follows:

Sub-Accounts	Purchases		Sales
TIAA-CREF Life Bond	$	28,022,904	$	10,047,875
TIAA-CREF Life Growth Equity		9,679,190		6,833,029
TIAA-CREF Life Growth & Income		5,921,421		7,356,795
TIAA-CREF Life International Equity		15,011,328		9,216,219
TIAA-CREF Life Large Cap Value		10,024,727		8,141,337
TIAA-CREF Life Money Market		73,957,429		115,828,384
TIAA-CREF Life Real Estate		5,559,362		5,331,632
TIAA-CREF Life Small Cap Equity		3,933,471		4,592,583
TIAA-CREF Life Social Choice		2,125,361		2,280,874
TIAA-CREF Life Stock Index		22,883,846		15,588,524
Calamos Growth & Income Portfolio		1,442,567		629,004
Credit Suisse Trust Commodity Return Strategy Portfolio		1,812,969		755,149
Credit Suisse Trust International Equity Flex III Portfolio		326,139		87,973
Credit Suisse Trust U.S. Equity Flex I Portfolio		333,145		181,627
Delaware VIP Diversified Income Series—Standard Class		3,341,420		1,344,453
Delaware VIP International Value Equity Series—Standard Class		2,032,963		241,423
Delaware VIP Small Cap Value Series—Standard Class		539,354		234,292
Franklin Income Securities Fund—Class 1		1,508,939		640,309
Franklin Small-Mid Cap Growth Securities Fund—Class 1		652,901		419,793
Mutual Shares Securities Fund—Class 1		487,133		256,032
Templeton Developing Markets Securities Fund—Class 1		2,473,506		914,716
Janus Aspen Forty Portfolio—Institutional Shares		2,059,659		1,475,080

Sub-Accounts	Purchases		Sales
Janus Aspen Overseas Portfolio—Institutional Shares	$	3,980,408	$	2,130,278
Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares		3,065,421		773,457
Janus Aspen INTECH Risk-Managed Core Portfolio—Service Shares		17,640		6,218
Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I		318,900		143,303
Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I		2,259,333		689,994
Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I		155,840		78,309
MFS Growth Series—Initial Class		157,657		79,666
MFS Global Equity Series—Initial Class		266,599		113,245
MFS Investors Growth Stock Series—Initial Class		185,479		91,593
MFS Utilities Series—Initial Class		477,789		163,414
Neuberger Berman Advisers Management Trust Partners Portfolio—I Class		655,027		251,925
Neuberger Berman Advisers Management Trust Regency Portfolio—I Class		257,250		132,993
PIMCO VIT All Asset Portfolio—Institutional Class		1,850,512		603,625
PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class		2,754,140		1,301,577
PIMCO VIT Real Return Portfolio—Institutional Class		11,014,919		1,196,059
PVC Equity Income Account		2,535,432		349,901
PVC MidCap Blend Account—Class 1		672,636		11,624
Jennison 20/20 Focus Portfolio—Class II		1,973,013		576,151
Natural Resources Portfolio—Class II		2,021,874		824,511
Value Portfolio—Class II		1,530,584		167,827
Royce Capital Fund Micro-Cap Portfolio—Investment Class		1,039,374		795,752
Royce Small-Cap Portfolio—Investment Class		1,660,683		668,603
Wanger International		1,404,670		939,805
Wanger Select		1,405,543		559,437
Wanger USA		919,860		667,030

Note 5—accounting pronouncement

In January 2010, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that improves disclosures about fair value measurements thereby increasing transparency in financial reporting. Some of the new disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009. The remaining disclosure requirements are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Management is currently evaluating the impact the adoption of the new disclosure requirements will have on the financial statements.

Note 6—subsequent events

The Board of Trustees of the Janus Aspen Series (“Janus Trustees”) approved a plan to liquidate the Janus Aspen INTECH Risk-Managed Core Portfolio (“Janus Aspen INTECH Portfolio”) effective on or about April 30, 2010 or at such earlier time as may be authorized by the Janus Trustees. Effective February 1, 2010, the Janus Aspen INTECH Portfolio will no longer be available as an option for the Intelligent VA contract. Janus Aspen INTECH Portfolio assets remaining in the Intelligent VA contract on April 30, 2010 will automatically be reallocated to the TIAA-CREF Life Money Market Fund Sub-Account.

Effective April 12, 2010, the Credit Suisse Trust-Commodity Return Portfolio, Credit Suisse-International Equity Flex III Portfolio, and the Credit Suisse Trust-U.S. Equity Flex I Portfolio will no longer be available as a contract allocation option for new allocations to the Intelligent VA contract, including allocations by transfer from other available contract allocation options. These Sub-Accounts will continue to be maintained for existing allocations.

B-42 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Note 7—condensed financial information

	TIAA-CREF Life Bond Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	6.76% to 7.14%		(0.21)%		4.97%		4.07%		1.89%		(.21)% to .14%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$30.83 to $31.05		$28.87		$28.93		$27.56		$26.49		$28.88 to $28.98
Net Assets, End of Period (000’s)	$51,508		$28,003		$27,467		$16,339		$13,495		$4,538
Accumulation Units Outstanding, End of Period (000’s)	1,668		970		949		593		510		157
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	4.79%	(f)	4.91%	(f)	6.02%	(f)	5.03%	(e)	5.30%	(e)	9.46%	(d)(f)

	TIAA-CREF Life Growth Equity Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	34.66% to 35.13%		(41.05)%, (41.04)%		21.03%, 20.95%	(b)	4.98%, 5.03%	(b)	4.80%, 4.79%	(b)	(41.06)% to (40.86)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$14.52 to $14.63		$10.78 to $10.79		$18.30		$15.12, $15.13	(b)	$14.41		$10.79 to $10.83
Net Assets, End of Period (000’s)	$34,383		$22,431		$40,736		$27,524		$28,880		$830
Accumulation Units Outstanding, End of Period (000’s)	2,304		2,016		2,163		1,774		1,961		77
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.97%	(f)	0.87%	(f)	0.86%	(f)	0.76%, 0.87%	(b)(e)	0.65%, 0.76%	(b)(e)	1.72%	(d)(f)

(a) Does not include expenses of underlying TIAA-CREF Life Fund.

(b) The values shown represent PA Select/SPIA and Lifetime Variable Select Accounts respectively.

(c) The percentages shown for this period are not annualized.

(d) Annualized for periods less than one year.

(e) Prior to 2007, Investment Income included capital gains distributions.

(f) These amounts represent the dividends, excluding distributions of capital gains, received by the Sub-Account from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that are assessed against contractowner accounts either through reductions in the unit values or the redemption of units. The recognition of investment income by the Sub-Account is affected by the timing of the declaration of dividends by the underlying fund in which the Sub-Account invests.

(g) These amounts represent the annualized expenses of the Sub-Account, consisting primarily of mortality and expense charges, for each period indicated. These ratios include only expenses that result in a direct reduction to unit values. Charges made directly to contractowner accounts through the redemption of units and expenses of the underlying fund have been excluded.

(h) These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. Investment options with a date notation indicate the effective date of that investment option in the Sub-Account. The total return is calculated for each period indicated or from the effective date through the end of the reporting period. As the total return is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contractowners total returns may not be within the ranges presented.

Intelligent Variable Annuity    n   Statement of Additional Information B-43

NOTES TO FINANCIAL STATEMENTS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	TIAA-CREF Life Growth & Income Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	26.99% to 27.44%		(35.19)%,(35.16)%		18.02%		16.15%, 16.16%	(b)	5.93%		(35.19)% to (34.96)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$25.55 to $25.74		$20.12 to $20.13		$31.05		$26.31		$22.65		$20.12 to $20.20
Net Assets, End of Period (000’s)	$51,421		$41,380		$68,193		$47,050		$40,908		$1,133
Accumulation Units Outstanding, End of Period (000’s)	1,957		1,996		2,126		1,733		1,748		56
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	1.77%	(f)	1.73%	(f)	1.63%	(f)	1.59%, 1.80%	(b)(e)	1.35%, 1.76%	(b)(e)	3.04%	(d)(f)

	TIAA-CREF Life International Equity Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	30.95% to 31.41%		(50.29)%,(50.28)%		18.60%		29.17%		14.32%		(50.31)% to (50.14)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$20.79 to $20.94		$15.88 to $15.89		$31.95		$26.94		$20.85		$15.88 to $15.94
Net Assets, End of Period (000’s)	$68,666		$47,861		$123,210		$81,513		$50,150		$1,549
Accumulation Units Outstanding, End of Period (000’s)	3,248		2,958		3,797		2,991		2,374		98
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	3.93%	(f)	0.04%	(f)	2.10%	(f)	1.78%, 1.96%	(b)(e)	1.81%, 2.70%	(b)(e)	0.11%	(d)(f)

	TIAA-CREF Life Large-Cap Value Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	30.67% to 31.13%		(41.07)%		0.31%, 0.30%	(b)	20.85%, 20.86%	(b)	4.31%		(41.10)% to (40.89)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$38.70 to $38.98		$29.63		$50.28		$50.12, $50.13	(b)	$41.47, $41.48	(b)	$29.62 to $29.73
Net Assets, End of Period (000’s)	$32,932		$22,646		$44,152		$40,627		$27,413		$1,330
Accumulation Units Outstanding, End of Period (000’s)	831		744		852		800		651		45
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	1.96%	(f)	1.57%	(f)	1.99%	(f)	9.24%, 9.62%	(b)(e)	8.18%, 8.96%	(b)(e)	3.00%	(d)(f)

B-44 Statement of Additional Information   n    Intelligent Variable Annuity

continued

	TIAA-CREF Life Money Market Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	(0.06)% to 0.29%		2.24%		4.62%		4.44%		2.63%		2.25% to 2.60%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$11.57 to $11.66		$11.58		$11.32		$10.82		$10.36		$11.59 to $11.63
Net Assets, End of Period (000’s)	$68,467		$85,614		$97,972		$52,699		$17,173		$24,724
Accumulation Units Outstanding, End of Period (000’s)	5,908		7,395		8,651		4,872		1,658		2,128
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.58%	(f)	2.84%	(f)	5.16%	(f)	5.03%	(e)	3.28%	(e)	1.82%	(d)(f)

	TIAA-CREF Life Real Estate Securities Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	24.36% to 24.79%		(38.64)%,(38.60)%		(16.61)%		33.24%, 33.25%	(b)	6.56%, 6.55%	(b)	(38.65)% to (38.43)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$41.25 to $41.55		$33.17 to $33.20		$54.07		$64.84		$48.67, $48.66	(b)	$33.17 to $33.29
Net Assets, End of Period (000’s)	$27,414		$22,168		$41,454		$65,418		$41,431		$713
Accumulation Units Outstanding, End of Period (000’s)	645		646		738		990		833		21
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60	%(d)
Ratio of Investment Income to Average Net Assets	4.30%	(f)	4.32%	(f)	2.89%	(f)	10.27%, 10.52%	(b)(e)	15.47%, 16.16%	(b)(e)	9.55%	(d)(f)

	TIAA-CREF Life Small-Cap Equity Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	26.99% to 27.43%		(32.79)%, (32.78)%		(6.17)%, (6.19)%	(b)	17.13%, 17.14%	(b)	3.94%, 3.96%	(b)	(32.83)% to (32.60)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$42.57 to $42.88		$33.53 to $33.54		$49.89		$53.17, $53.18	(b)	$45.39, $45.40	(b)	$33.52 to $33.65
Net Assets, End of Period (000’s)	$22,878		$18,452		$28,863		$33,131		$24,941		$511
Accumulation Units Outstanding, End of Period (000’s)	529		541		564		613		540		16
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	1.43%	(f)	1.49%	(f)	1.47%	(f)	9.56%, 10.68%	(b)(e)	14.65%, 14.01%	(b)(e)	2.52%	(d)(f)

Intelligent Variable Annuity   n    Statement of Additional Information B-45

NOTES TO FINANCIAL STATEMENTS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	TIAA-CREF Life Social Choice Equity Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	31.72% to 32.05%		(36.45)%,(36.23)%		3.62%		13.95%		6.47%, 6.46%	(b)	(36.47)% to (36.31)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$25.39 to $25.52		$19.28 to $19.35		$30.34		$29.28		$25.70		$19.27 to $19.32
Net Assets, End of Period (000’s)	$19,768		$15,260		$24,856		$23,641		$21,960		$290
Accumulation Units Outstanding, End of Period (000’s)	759		770		792		789		839		15
Ratio of Expenses to Average Net Assets (a)(g)	0.35% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.35% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	2.24%	(f)	1.37%	(f)	1.82%	(f)	2.25%, 2.50%	(b)(e)	1.61%, 1.93%	(b)(e)	3.06%	(d)(f)

	TIAA-CREF Life Stock Index Sub-Account
	For the years ended										For the period February 5, 2008 (commencement of operations) to December 31, 2008 Intelligent Variable Annuity
	2009		2008		2007		2006		2005
Total Return Lowest to Highest (h)	27.59% to 28.04%		(37.44)%,(37.47)%		4.53%		14.92%		5.41%		(37.46)% to (37.24)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$29.48 to $29.70		$23.11 to $23.12		$36.95		$35.35		$30.76		$23.11 to $23.20
Net Assets, End of Period (000’s)	$147,271		$107,551		$180,912		$169,169		$151,750		$2,520
Accumulation Units Outstanding, End of Period (000’s)	4,853		4,508		4,736		4,658		4,810		109
Ratio of Expenses to Average Net Assets (a)(g)	0.25% to 0.60%		0.60%		0.60%		0.60%		0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	2.05%	(f)	1.84%	(f)	1.84%	(f)	2.66%, 2.89%	(b)(e)	1.69%, 2.07%	(b)(e)	5.97%	(d)(f)

B-46 Statement of Additional Information   n    Intelligent Variable Annuity

continued

	Calamos Growth & Income Portfolio Sub-Account				Credit Suisse Trust Commodity Return Strategy Portfolio Sub-Account				Credit Suisse Trust International Equity Flex III Portfolio Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period December 11, 2009 (commencement of operations) to December 31, 2009 Intelligent Variable Annuity
Total Return Lowest to Highest (h)	38.59% to 39.07%		(32.14)% to (31.91)%	(c)	18.76% to 19.18%		(34.11)% to (33.88)%	(c)	1.00% to 1.02%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$14.65 to $14.75		$10.57 to $10.61		$9.14 to $9.20		$7.69 to $7.72		$9.76 to $9.83
Net Assets, End of Period (000’s)	$1,732		$611		$1,473		$377		$241
Accumulation Units Outstanding, End of Period (000’s)	118		58		160		49		25
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	2.76%	(f)	0.34%	(d)(f)	17.62%	(f)	1.03%	(d)(f)	0.00%	(d)(f)

	Credit Suisse Trust U.S. Equity Flex I Portfolio Sub-Account				Delaware VIP Diversified Income Series—Standard Class Sub- Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	23.92% to 24.36%		(34.99)% to (34.76)%	(c)	26.20% to 26.64%		(5.11% to (4.78)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$12.46 to $12.55		$10.05 to $10.09		$12.23 to $12.32		$9.69 to $9.73
Net Assets, End of Period (000’s)	$266		$98		$3,548		$1,181
Accumulation Units Outstanding, End of Period (000’s)	21		10		289		121
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	2.38%	(f)	0.02%	(d)(f)	4.59%	(f)	0.00%	(d)(f)

	Delaware VIP International Value Equity Series—Standard Class Sub-Account				Delaware VIP Small Cap Value Series—Standard Class Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	33.92% to 34.39%		(42.77)% to (42.57)%	(c)	31.04% to 31.50%		(30.30)% to (30.05)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$11.26 to $11.35		$8.41 to $8.44		$26.16 to $26.35		$19.96 to $20.04
Net Assets, End of Period (000’s)	$2,538		$210		$746		$287
Accumulation Units Outstanding, End of Period (000’s)	224		25		28		14
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	2.76%	(f)	0.00%	(d)(f)	0.90%	(f)	0.00%	(d)(f)

Intelligent Variable Annuity   n    Statement of Additional Information B-47

NOTES TO FINANCIAL STATEMENTS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Franklin Income Securities Fund—Class 1 Sub-Account				Franklin Small-Mid Cap Growth Securities Fund—Class 1 Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	35.07% to 35.55%		(29.83)% to (29.59)%	(c)	43.09% to 43.59%		(42.69)% to (42.49)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$16.70 to $16.82		$12.37 to $12.41		$19.17 to $19.31		$13.40 to $13.45
Net Assets, End of Period (000’s)	$1,756		$652		$487		$137
Accumulation Units Outstanding, End of Period (000’s)	105		53		25		10
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	6.92%	(f)	2.67%	(d)(f)	0.00%	(f)	0.00%	(d)(f)

	Mutual Shares Securities Fund—Class 1 Sub-Account				Templeton Developing Markets Securities Fund—Class 1 Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	25.60% to 26.03%		(37.31)% to (37.09)%	(c)	72.29% to 72.89%		(52.90)% to (52.78)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$16.07 to $16.19		$12.80 to $12.84		$13.12 to $13.21		$7.61 to $7.63
Net Assets, End of Period (000’s)	$705		$376		$2,399		$137
Accumulation Units Outstanding, End of Period (000’s)	44		29		182		18
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.35% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	2.20%	(f)	3.65%	(d)(f)	3.26%	(f)	0.60%	(d)(f)

	Janus Aspen Forty Portfolio— Institutional Shares Sub-Account				Janus Aspen Overseas Portfolio— Institutional Shares Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	45.46% to 45.97%		(44.49)% to (44.29)%	(c)	78.49% to 79.11%		(52.40)% to (52.23)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$33.30 to $33.54		$22.89 to $22.98		$55.60 to $56.00		$31.15 to $31.27
Net Assets, End of Period (000’s)	$1,480		$450		$2,794		$242
Accumulation Units Outstanding, End of Period (000’s)	44		20		50		8
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.04%	(f)	0.08%	(d)(f)	0.63%	(f)	(0.03)%	(d)(f)

B-48 Statement of Additional Information   n    Intelligent Variable Annuity

continued

	Janus Aspen Perkins Mid Cap Value Portfolio—Institutional Shares Sub-Account				Janus Aspen INTECH Risk-Managed Core Portfolio—Service Shares Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	32.90% to 33.36%		(28.20)% to (27.95)%	(c)	21.82% to 22.13%		(36.56)% to (36.46)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$16.16 to $16.28		$12.16 to $12.21		$10.29 to $10.34		$8.45 to $8.47
Net Assets, End of Period (000’s)	$3,370		$483		$46		$27
Accumulation Units Outstanding, End of Period (000’s)	207		40		4		3
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.35% to 0.60%		0.35% to 0.50%	(d)
Ratio of Investment Income to Average Net Assets	0.72%	(f)	1.67%	(d)(f)	1.27%	(f)	0.76%	(d)(f)

	Legg Mason ClearBridge Variable Aggressive Growth Portfolio—Class I Sub-Account				Legg Mason Western Asset Variable Global High Yield Bond Portfolio—Class I Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	33.76% to 34.23%		(40.70)%	(c)	54.63% to 55.17%		(31.24)% to (30.99)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$12.99 to $13.09		$9.72		$10.42 to $10.50		$6.74 to $6.77
Net Assets, End of Period (000’s)	$217		$17		$2,488		$387
Accumulation Units Outstanding, End of Period (000’s)	17		2		237		57
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.50%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.00%	(f)	0.00%	(d)(f)	12.06%	(f)	10.94%	(d)(f)

	Legg Mason ClearBridge Variable Small Cap Growth Portfolio—Class I Sub-Account				MFS Growth Series—Initial Class Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	41.92% to 42.42%		(37.64)% to (37.48)%	(c)	36.85% to 37.19%		(37.79)% to (37.63)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$13.38 to $13.48		$9.43 to $9.45		$21.28 to $21.39		$15.55 to $15.59
Net Assets, End of Period (000’s)	$134		$27		$166		$66
Accumulation Units Outstanding, End of Period (000’s)	10		3		8		4
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.35% to 0.60%	(d)	0.35% to 0.60%		0.35% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.00%	(f)	0.00%	(d)(f)	0.33%	(f)	0.00%	(d)(f)

Intelligent Variable Annuity   n    Statement of Additional Information B-49

NOTES TO FINANCIAL STATEMENTS

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	MFS Global Equity Series—Initial Class Sub-Account				MFS Investors Growth Stock Series— Initial Class Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	31.20% to 31.65%		(34.17)% to (33.94)%	(c)	38.72% to 39.07%		(37.25)% to (37.03)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$13.36 to $13.45		$10.18 to $10.22		$10.29 to $10.34		$7.41 to $7.44
Net Assets, End of Period (000’s)	$614		$340		$384		$198
Accumulation Units Outstanding, End of Period (000’s)	46		33		37		27
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.35% to 0.60%	(d)	0.35% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	1.88%	(f)	0.00%	(d)(f)	0.75%	(f)	0.00%	(d)(f)

	MFS Utilities Series—Initial Class Sub-Account				Neuberger Berman Advisers Management Trust Partners Portfolio—I Class Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	32.42% to 32.75%		(37.98)% to (37.82)%	(c)	55.14% to 55.69%		(52.68)% to (52.51)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$28.28 to $28.42		$21.38 to $21.43		$15.24 to $15.35		$9.82 to $9.86
Net Assets, End of Period (000’s)	$467		$105		$707		$205
Accumulation Units Outstanding, End of Period (000’s)	16		5		46		21
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.35% to 0.60%		0.25% to 0.50%	(d)	0.25% to 0.60%		0.25% to 0.50%	(d)
Ratio of Investment Income to Average Net Assets	3.74%	(f)	0.00%	(d)(f)	14.62%	(f)	0.82%	(d)(f)

	Neuberger Berman Advisers Management Trust Regency Portfolio—I Class Sub-Account				PIMCO VIT All Asset Portfolio— Institutional Class Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	45.69% to 46.20%		(46.14)% to (46.01)%	(c)	21.01% to 21.43%		(16.21)% to (16.00)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$12.73 to $12.82		$8.74 to $8.76		$12.37 to $12.46		$10.22 to $10.25
Net Assets, End of Period (000’s)	$224		$52		$1,464		$190
Accumulation Units Outstanding, End of Period (000’s)	17		6		118		19
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.35% to 0.50%	(d)	0.25% to 0.60%		0.35% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	1.92%	(f)	0.51%	(d)(f)	10.76%	(f)	7.84%	(d)(f)

B-50 Statement of Additional Information   n    Intelligent Variable Annuity

continued

	PIMCO VIT Global Bond Portfolio (Unhedged)—Institutional Class Sub-Account				PIMCO VIT Real Return Portfolio— Institutional Class Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	16.34% to 16.75%		(1.28)% to (0.94)%	(c)	17.86% to 18.28%		(7.47)% to (7.15)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$14.74 to $14.85		$12.67 to $12.72		$13.78 to $13.88		$11.69 to $11.74
Net Assets, End of Period (000’s)	$2,491		$1,049		$11,946		$1,952
Accumulation Units Outstanding, End of Period (000’s)	168		83		863		167
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	3.28%	(f)	2.31%	(d)(f)	3.10%	(f)	2.18%	(d)(f)

	PVC Equity Income Account Sub-Account				PVC MidCap Blend Account—Class 1 Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period October 23, 2009 (commencement of operations) to December 31, 2009 Intelligent Variable Annuity
Total Return Lowest to Highest (h)	19.29% to 19.71%		(34.34)% to (34.17)%	(c)	3.84% to 3.91%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$15.13 to $15.24		$12.68 to $12.71		$13.62 to $13.72
Net Assets, End of Period (000’s)	$2,586		$181		$684
Accumulation Units Outstanding, End of Period (000’s)	170		14		50
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.35% to 0.60%	(d)	0.25% to 0.60%
Ratio of Investment Income to Average Net Assets	6.51%	(f)	0.00%	(d)(f)	0.00%	(d)(f)

	Jennison 20/20 Focus Portfolio—Class II Sub-Account				Natural Resources Portfolio—Class II Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	56.46% to 57.01%		(39.76)% to (39.55)%	(c)	75.36% to 75.97%		(53.47)% to (53.30)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$16.40 to $16.52		$10.48 to $10.54		$54.88 to $55.27		$31.29 to $31.46
Net Assets, End of Period (000’s)	$2,033		$240		$1,756		$251
Accumulation Units Outstanding, End of Period (000’s)	123		23		32		8
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.00%	(f)	0.00%	(d)(f)	0.24%	(f)	0.03%	(d)(f)

Intelligent Variable Annuity   n    Statement of Additional Information B-51

NOTES TO FINANCIAL STATEMENTS

concluded

TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

	Value Portfolio—Class II Sub-Account				Royce Capital Fund Micro-Cap Portfolio— Investment Class Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	40.54% to 41.04%		(42.90)% to (42.70)%	(c)	57.10% to 57.65%		(43.61)% to (43.41)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$21.66 to $21.82		$15.41 to $15.47		$13.26 to $13.36		$8.44 to $8.47
Net Assets, End of Period (000’s)	$2,008		$343		$605		$156
Accumulation Units Outstanding, End of Period (000’s)	92		22		45		19
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	1.08%	(f)	0.00%	(d)(f)	0.00%	(f)	4.97%	(d)(f)

	Royce Capital Fund Small-Cap Portfolio— Investment Class Sub-Account				Wanger International Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	34.40% to 34.86%		(27.62)% to (27.36)%	(c)	48.89% to 49.41%		(45.93)% to (45.79)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$10.15 to $10.23		$7.55 to $7.58		$35.44 to $35.70		$23.80 to $23.87
Net Assets, End of Period (000’s)	$1,515		$286		$748		$85
Accumulation Units Outstanding, End of Period (000’s)	148		38		21		4
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.25% to 0.60%	(d)	0.25% to 0.60%		0.35% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.00%	(f)	1.31%	(d)(f)	3.13%	(f)	0.00%	(d)(f)

	Wanger Select Sub-Account				Wanger USA Sub-Account
	For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008		For the period ended 2009		For the period February 5, 2008 (commencement of operations) to December 31, 2008
Total Return Lowest to Highest (h)	65.19% to 65.77%		(49.39)% to (49.25)%	(c)	41.38% to 41.87%		(40.05)% to (39.84)%	(c)
Accumulation Unit Value, End of Period Lowest to Highest	$23.48 to $23.65		$14.21 to $14.25		$30.72 to $30.95		$21.73 to $21.81
Net Assets, End of Period (000’s)	$1,078		$67		$430		$43
Accumulation Units Outstanding, End of Period (000’s)	46		5		14		2
Ratio of Expenses to Average Net Assets Lowest to Highest (g)	0.25% to 0.60%		0.35% to 0.60%	(d)	0.25% to 0.60%		0.25% to 0.60%	(d)
Ratio of Investment Income to Average Net Assets	0.00%	(f)	0.00%	(d)(f)	0.00%	(f)	0.00%	(d)(f)

B-52 Statement of Additional Information   n    Intelligent Variable Annuity

INDEX TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY
December 31, 2009
B-54	Report of Independent Auditors
	Statutory–Basis Financial Statements:
B-55	Statements of Admitted Assets, Liabilities and Capital and Surplus
B-56	Statements of Operations
B-57	Statements of Changes in Capital and Surplus
B-58	Statements of Cash Flows
B-59	Notes to Financial Statements

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
B-78	Report of Management Responsibility
B-79	Report of Independent Auditors
	Statutory–Basis Financial Statements:
B-80	Statements of Admitted Assets, Liabilities and Capital and Contingency Reserves
B-81	Statements of Operations
B-82	Statements of Changes in Capital and Contingency Reserves
B-83	Statements of Cash Flow
B-84	Notes to Statutory–Basis Financial Statements

Intelligent Variable Annuity   n    Statement of Additional Information B-53

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of

TIAA-CREF Life Insurance Company:

We have audited the accompanying statutory-basis statements of admitted assets, liabilities and capital and surplus of TIAA-CREF Life Insurance Company (the “Company”) as of December 31, 2009 and 2008, and the related statutory-basis statements of operations, changes in capital and surplus, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 to the financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Insurance Department of the State of New York, which practices differ from accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2009 and 2008, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2009.

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and capital and surplus of the Company as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, on the basis of accounting described in Note 2.

As discussed in Note 2 to the financial statements, on December 31, 2009, the Company adopted Statement of Statutory Accounting Principles No. 10R, Income Taxes-Revised, A Temporary Replacement of SSAP No.10.

As discussed in Note 2 to the financial statements, as of July 1, 2009, the Company adopted Statement of Statutory Accounting Principles No. 43R, Loan-backed and Structured Securities. This statement superceded Statement of Statutory Accounting Principles No. 98, Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments, an Amendment of SSAP No. 43—Loan-backed and Structured Securities, which was previously adopted by the Company on January 1, 2008.

New York, New York

April 12, 2010

B-54 Statement of Additional Information   n    Intelligent Variable Annuity

STATUTORY–BASIS STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS

TIAA-CREF LIFE INSURANCE COMPANY

	December 31,
(in thousands)	2009			2008
ADMITTED ASSETS
Bonds	$	2,385,576		$	2,130,765
Preferred stocks		5,502			43,899
Mortgage loans		61,415			80,822
Other long-term investments		1,828			2,170
Cash, cash equivalents and short-term investments		110,885			104,993
Investment income due and accrued		30,123			28,000
Separate account assets		703,712			513,568
Federal income tax recoverable from TIAA		755			206
Net deferred federal income tax asset		8,799			2,196
Other assets		10,493			10,966
Total admitted assets	$	3,319,088		$	2,917,585
LIABILITIES, CAPITAL AND SURPLUS
Liabilities
Reserves for life and health, annuities and deposit-type contracts	$	2,263,530		$	2,125,092
Asset valuation reserve		292			908
Interest maintenance reserve		4,983			2,161
Separate account liabilities		680,135			493,427
Other liabilities		16,835			15,666
Total liabilities		2,965,775			2,637,254
Capital and Surplus
Capital (2,500 shares of $1,000 par value common stock issued and outstanding)		2,500			2,500
Additional paid-in capital		357,500			287,500
Surplus (Deficit)		(6,687	)		(9,669	)
Total capital and surplus		353,313			280,331
Total liabilities, capital and surplus	$	3,319,088		$	2,917,585

SEE NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS Intelligent Variable Annuity   n    Statement of Additional Information B-55

STATUTORY–BASIS STATEMENTS OF OPERATIONS

TIAA-CREF LIFE INSURANCE COMPANY

	For the Years Ended December 31,
(in thousands)	2009			2008			2007
REVENUES
Insurance and annuity premiums and other considerations	$	232,200		$	169,340		$	171,025
Net investment income		131,115			123,083			128,431
Total revenues	$	363,315		$	292,423		$	299,456
EXPENSES
Policy and contract benefits	$	142,267		$	155,949		$	227,863
Increase (decrease) in policy and contract reserves		55,901			36,718			(121,111	)
Net operating expenses		42,778			40,429			43,988
Net transfers to separate accounts		75,252			20,880			97,470
Other benefits and expenses		22,759			22,878			26,649
Total expenses	$	338,957		$	276,854		$	274,859
Income before federal income tax and net realized capital losses	$	24,358		$	15,569		$	24,597
Federal income tax expense		11,922			4,005			6,173
Net realized capital losses less capital gains taxes, after transfers to the interest maintenance reserve		(19,452	)		(73,040	)		(8,326	)
Net (loss) income	$	(7,016	)	$	(61,476	)	$	10,098

B-56 Statement of Additional Information   n    Intelligent Variable Annuity SEE NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

STATUTORY–BASIS STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS

TIAA-CREF LIFE INSURANCE COMPANY

(in thousands)	Capital Stock		Additional Paid-In Capital		Surplus (Deficit)			Total
Balance, December 31, 2006	$	2,500	$	287,500	$	50,553		$	340,553
Net income						10,098			10,098
Net unrealized capital losses on investments						(566	)		(566	)
Change in asset valuation reserve						5,453			5,453
Changes in surplus in separate accounts						14			14
Change in net deferred income tax						1,692			1,692
Change in non-admitted assets:
Deferred federal income tax asset						(1,215	)		(1,215	)
Deferred premium asset limitation						(23,899	)		(23,899	)
Balance, December 31, 2007	$	2,500	$	287,500	$	42,130		$	332,130
Net loss						(61,476	)		(61,476	)
Net unrealized capital gains on investments						759			759
Change in asset valuation reserve						9,418			9,418
Changes in surplus in separate accounts						(3	)		(3	)
Change in net deferred income tax						24,289			24,289
Change in non-admitted assets:
Deferred federal income tax asset						(24,599	)		(24,599	)
Deferred premium asset limitation						(540	)		(540	)
Other assets						(152	)		(152	)
Prior year income adjustment						505			505
Balance, December 31, 2008	$	2,500	$	287,500	$	(9,669	)	$	280,331
Net loss						(7,016	)		(7,016	)
Net unrealized capital loss on investments						(1,706	)		(1,706	)
Change in asset valuation reserve						616			616
Change in accounting principle (Adoption of SSAP 43R)						4,290			4,290
Change in accounting principle (Adoption of SSAP 10R)						3,967			3,967
Changes in surplus in separate accounts						3,436			3,436
Change in liability for reinsurance in unauthorized companies						(1,692	)		(1,692	)
Change in net deferred income tax						9,286			9,286
Change in non-admitted assets:
Deferred federal income tax asset						(6,650	)		(6,650	)
Deferred premium asset limitation						(609	)		(609	)
Other invested assets						(1,089	)		(1,089	)
Other assets						149			149
Capital contribution				70,000					70,000
Balance, December 31, 2009	$	2,500	$	357,500	$	(6,687	)	$	353,313

SEE NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS Intelligent Variable Annuity   n    Statement of Additional Information B-57

STATUTORY–BASIS STATEMENTS OF CASH FLOWS

TIAA-CREF LIFE INSURANCE COMPANY

	For the Years Ended December 31,
(in thousands)	2009			2008			2007
CASH FROM OPERATIONS
Insurance and annuity premiums and other considerations	$	233,062		$	167,633		$	168,219
Miscellaneous income		11,038			11,086			10,447
Net investment income		149,949			159,979			175,187
Total Receipts		394,049			338,698			353,853
Policy and contract benefits		142,795			155,756			227,960
Operating expenses		46,194			43,853			50,352
Federal income tax expense		12,470			3,457			3,062
Net transfers to separate accounts		75,912			38,763			98,701
Total Disbursements		277,371			241,829			380,075
Net cash from operations		116,678			96,869			(26,222	)
CASH FROM INVESTMENTS
Proceeds from long-term investments sold, matured, or repaid:
Bonds		477,366			692,794			657,595
Stocks		4,846			3,853			17,166
Mortgage loans		19,407			9,511			19,419
Miscellaneous proceeds		259			75			30
Cost of investments acquired:
Bonds		731,034			752,219			553,737
Stocks		2,925			2,800			46,656
Miscellaneous applications		—			3,093			1,779
Net increase in contract loans and premium notes		735			276			311
Net cash from investments		(232,816	)		(52,155	)		91,727
CASH FROM FINANCING AND OTHER
Additional paid in capital		70,000			—			—
Net deposits on deposit-type contracts funds		51,796			13,995			(104,539	)
Other cash provided (applied)		234			(15,282	)		(12,578	)
Net cash from financing and other		122,030			(1,287	)		(117,117	)
NET CHANGE IN CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS		5,892			43,427			(51,612	)
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR		104,993			61,566			113,178
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, END OF YEAR	$	110,885		$	104,993		$	61,566

B-58 Statement of Additional Information   n    Intelligent Variable Annuity SEE NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

Note 1—organization and operations

TIAA-CREF Life Insurance Company commenced operations as a legal reserve life insurance company under the insurance laws of the State of New York on December 18, 1996, under its former name, TIAA Life Insurance Company and changed its name to TIAA-CREF Life Insurance Company (“TIAA-CREF Life” or the “Company”) on May 1, 1998. TIAA-CREF Life is a direct wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA” or the “Parent”), a legal reserve life insurance company established under the insurance laws of the State of New York in 1918.

The Company issues non-qualified annuity contracts with fixed and variable components, fixed and variable universal life contracts, funding agreements, term-life insurance and single premium immediate annuities.

Note 2—significant accounting policies

BASIS OF PRESENTATION:

The accompanying financial statements have been prepared on the basis of statutory accounting principles prescribed or permitted by the New York State Insurance Department (the “Department”); a comprehensive basis of accounting that differs from generally accepted accounting principles in the United States (“GAAP”). The Department requires insurance companies domiciled in the State of New York to prepare their statutory basis financial statements in accordance with the National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviation prescribed or permitted by the Department (“New York SAP”).

The table below provides a reconciliation of the Company’s net income (loss) and capital and surplus between NAIC SAP and the New York SAP annual statement filed with the Department. The primary differences arise because the Company maintains more conservative reserves, as prescribed or permitted by New York SAP, under which annuity reserves are generally discounted on the basis of more conservative interest rates and mortality tables. The deferred premium asset limitation results from the Department requiring that any deferred premium asset established along with the corresponding mean reserve should be reduced by the proportionate amount reinsured on a coinsurance basis. Under this approach the deferred premium asset for reinsurance is adjusted based upon the premium mode of the direct policy rather than the premium mode of the reinsurance agreement.

	For the Years Ended December 31,
(in thousands)	2009			2008			2007
Net (Loss) Income, New York SAP	$	(7,016	)	$	(61,476	)	$	10,098
New York SAP Prescribed Practices:
Additional Reserves for:
Term Conversions		101			80			105
Deferred and Payout Annuities issued after 2000		(1	)		(2	)		(2	)
Net (Loss) Income, NAIC SAP	$	(6,916	)	$	(61,398	)	$	10,201
Capital and Surplus, New York SAP	$	353,313		$	280,331		$	332,130
New York SAP Prescribed Practices:
Deferred Premium Asset Limitation		25,049			24,440			23,899
Additional Reserves for:
Term Conversions		1,045			944			864
Deferred and Payout Annuities issued after 2000		3			4			6
Capital and Surplus, NAIC SAP	$	379,410		$	305,719		$	356,899

Generally Accepted Accounting Principles in the United States: The Financial Accounting Standards Board (“FASB”) dictates the accounting principles for financial statements that are prepared in conformity with GAAP with applicable authoritative accounting pronouncements. As a result, the Company cannot refer to financial statements prepared in accordance with NAIC SAP and New York SAP as having been prepared in accordance with GAAP.

The primary differences between GAAP and NAIC SAP can be summarized as follows.

Under GAAP:

Ÿ The Asset Valuation Reserve (“AVR”) is eliminated as a reserve and the credit-related realized gains and losses are reported in the statement of income on a pretax basis as incurred for securities designated as trading as a component of equity for securities designated available for sale;

Ÿ The Interest Maintenance Reserve (“IMR”) is eliminated and realized gains and losses resulting from changes in interest rates are reported as a component of net income rather than being accumulated in and subsequently amortized into income over the remaining life of the investments sold;

Ÿ Dividends on insurance policies and annuity contracts are accrued as the related earnings emerge from operations rather than being accrued in the year when they are declared;

Ÿ Certain assets designated as “non-admitted assets” are included in the GAAP balance sheet rather than excluded from assets in the statutory balance sheet;

Ÿ Policy acquisition costs are deferred and amortized over the life of the policies issued rather than being charged to operations as incurred;

Ÿ Policy and contract reserves are based on estimates of expected mortality, morbidity, persistency and interest rather than being based on statutory mortality, morbidity and interest requirements;

Intelligent Variable Annuity   n    Statement of Additional Information B-59

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

Ÿ Investments in wholly-owned subsidiaries, other entities under the control of the parent, and certain variable interest entities are consolidated in the parent’s financial statements rather than being carried at the parent’s share of the underlying audited GAAP equity or statutory surplus of a domestic insurance subsidiary;

Ÿ Investments in bonds considered to be “available for sale” are carried at fair value rather than at amortized cost;

Ÿ Impairments on securities other than loan-backed and structured securities are recorded as OTTI through earnings for the difference between amortized cost and discounted cash flows when a security is deemed impaired. Other declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity;

Ÿ For loan-backed and structured securities that are other-than-temporarily impaired, declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity;

Ÿ State taxes are included in the computation of deferred taxes. A deferred tax asset is recorded for the amount of gross deferred tax asset expected to be realized in future years, and a valuation allowance is established for deferred tax assets not realizable;

Ÿ Annuities that do not incorporate significant insurance risk are classified as investment contracts and are not accounted for as insurance contracts;

Ÿ Derivatives are generally valued at fair value rather than being accounted for in a manner consistent with the hedged item, when hedge accounting is applied. Declines in fair value are recorded through earnings. Derivatives embedded in host contracts are accounted for separately like a freestanding derivative if certain criteria are met. Replication (synthetic asset) transactions (“RSAT”) are not recognized;

Ÿ Certain reinsurance transactions are accounted for as financing transactions under GAAP and as reinsurance for statutory purposes. Assets and liabilities are reported gross of reinsurance for GAAP and net of reinsurance for statutory purposes.

The Company assumes that the effects of these differences, while not determined, are presumed to be material.

Use of Estimates: The preparation of the Company’s statutory-basis financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses at the date of the financial statements. Actual results may differ from those estimates. The following is a summary of the significant accounting policies followed by the Company:

ACCOUNTING POLICIES:

The following is a summary of the significant accounting policies followed by the Company:

Investments: Publicly traded securities are accounted for as of the date the investments are purchased or sold (trade date). Other investments are recorded on the settlement date. Realized capital gains and losses on investment transactions are accounted for under the specific identification method. A realized loss is recorded when an impairment is considered to be other-than-temporary.

Bonds: Corporate bonds are stated at amortized cost using the current effective interest method. Corporate bonds that are held for sale or rated NAIC 6 or non-agency residential mortgage-backed securities (“RMBS”) determined by the NAIC guidelines are held at the lower of amortized cost or fair value. For other-than-temporary impairments, the cost basis of a corporate bond is written down as a realized loss to fair value.

Included within bonds are loan-backed and structured securities. For these securities, estimated future cash flows and expected repayment schedules are used to calculate income including amortization for loan-backed and structured securities on the prospective method. Loan-backed and structured securities not in default are stated at amortized cost. Loan-backed and structured securities held for sale or rated NAIC 6 or non-agency RMBS determine by the NAIC guidelines are held at the lower of amortized cost or fair value. The carrying value of loan-backed and structured securities in default is based upon estimated cash flows discounted at the current effective yield when the intent and ability exists to hold the security until recovery of that value otherwise such securities are carried at the lower of carrying or fair value.

Preferred Stocks: Preferred stocks are stated at amortized cost unless they have an NAIC rating designation of 4, 5 or 6, which are stated at the lower of amortized cost or fair value.

Common Stocks: Common stocks of unaffiliated companies are stated at fair value, which is based on quoted market prices. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models.

Mortgage Loans: Mortgage loans are stated at amortized cost, net of valuation allowances, except that purchase money mortgages are stated at the lower of amortized cost or ninety percent of appraised value. Mortgages held for sale are stated at the lower of amortized cost or fair value. A mortgage is evaluated for impairment when it is probable that the receipt of contractual payments of principal and interest may not occur when scheduled. If the impairment is considered to be temporary, a valuation reserve is established for the excess of the carrying value of the mortgage over its estimated fair value. Changes in valuation reserves for mortgages are included in net unrealized capital gains/losses on investments. When an event occurs resulting in an impairment that is other-than-temporary, a direct write-down is recorded as a realized loss and a new cost basis is established.

Wholly-Owned Subsidiaries: Investments in wholly-owned subsidiaries are stated at the value of their underlying net assets as follows: (1) domestic insurance subsidiaries are stated at the value of their underlying statutory surplus; (2) non-insurance

B-60 Statement of Additional Information   n    Intelligent Variable Annuity

continued

subsidiaries are stated at the value of their underlying audited GAAP equity. Dividends and distributions from subsidiaries are recorded in investment income and changes in the equity of subsidiaries are recorded directly to surplus as unrealized gains or losses.

Short-Term Investments: Short-term investments (debt securities with maturities of one year or less at the time of acquisition) that are not impaired are stated at amortized cost using the interest method. Short-term investments that are impaired are stated at the lower of amortized cost or fair value.

Cash Equivalents: Cash equivalents are short-term, highly liquid investments with original maturities of three months or less at date of purchase, are stated at amortized cost.

Contract Loans: Contract loans are stated at outstanding principal balances.

Limited Partnerships and Limited Liability Companies: Investments in limited partnerships and limited liability companies are carried at the Company’s percentage of the underlying GAAP equity of the respective entity’s audited financial statements. An unrealized loss is deemed to be other-than-temporary when there is limited ability to recover the loss. A realized loss is recorded for other-than-temporary impairments.

Separate Accounts: Separate Accounts are established in conformity with insurance laws and are segregated from the Company’s general account and are maintained for the benefit of separate account contract holders and carried at market value.

Derivative Instruments: The Company has filed a Derivatives Use Plan with the Department. This plan details the Company’s derivative policy objectives, strategies, controls and any restrictions placed on various derivative types. The plan also specifies the procedures and systems that the Company has established to evaluate, monitor and report on the derivative portfolio in terms of valuation, hedge effectiveness and counterparty credit quality. The Company uses derivative instruments for hedging and income generation. Derivatives used by the Company may include, but are not limited to, foreign currency, interest rate and credit default swaps, foreign currency forwards, options and interest rate cap contracts.

The carrying value of a derivative position may be at cost or fair value, depending on the type of instrument and accounting status. Hedge accounting is applied for some foreign currency swaps that hedge fixed income investments carried at amortized cost. The foreign exchange premium or discount for these foreign currency swaps is amortized into income and a currency translation adjustment computed at the spot rate is recorded as an unrealized gain or loss. The derivative component of a Replication Synthetic Asset Transaction is carried at unamortized premiums received or paid, adjusted for any impairments. Derivatives used in hedging transactions where hedge accounting is not being utilized are carried at fair value.

Non-Admitted Assets: For statutory accounting purposes, certain assets are designated as non-admitted assets (principally furniture and equipment, leasehold improvements, prepaid expenses, and a portion of deferred federal income tax assets (“DFIT”). The non-admitted portion of the DFIT asset was $37,592 thousand

and $34,909 thousand at December 31, 2009 and 2008, respectively. Changes in non-admitted assets are charged or credited directly to surplus.

Premiums: Life insurance premiums are recognized as revenue over the premium-paying period of the related policies. Annuity considerations are recognized as revenue when received. Expenses incurred in connection with acquiring new insurance business are charged to operations as incurred.

Policy and Contract Reserves: Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial formulae. The reserves established utilize assumptions for interest, mortality and other risks insured. Such reserves are established to provide for adequate contractual benefits guaranteed under policy and contract provisions.

Liabilities for deposit-type funds, which do not contain any life contingencies, are equal to deposits received and interest credited to the benefit of contract holders, less withdrawals that represent a return to the contract holders.

Application of New Accounting Pronouncements: SSAP No. 43R—Loan-backed and Structured Securities—Revised, effective September 30, 2009, which superceded SSAP No. 98—Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments, an Amendment of SSAP No. 43—Loan-backed and Structured Securities, provides statutory accounting guidance for loan-backed and structured securities and incorporates certain principles underlying recent changes in GAAP other-than-temporary impairment (“OTTI”) guidance for statutory reporting. The financial impact in 2009 of the adoption of SSAP No. 43R at September 30, 2009, by the Company, was a $4,290 thousand increase in surplus as an adjustment as of July 1, 2009 and is recognized as a cumulative effect due to a change in accounting principle.

SSAP No. 43R guidance results in an OTTI recorded through earnings for the difference between amortized cost and the present value of discounted cash flows. Declines in fair value related to non-credit declines are not recognized in earnings and require disclosure only if the entity has the intent and ability to hold to recovery. The guidance requires a recognized realized loss recorded in earnings for the difference between fair value and amortized cost if the entity intends or is required to sell the investment at the measurement date. The entity is required to evaluate discounted cash flows quarterly to assess credit deterioration.

For reporting periods beginning on or after January 1, 2009, SSAP No. 98—Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments, an Amendment of SSAP No. 43—Loan-backed and Structured Securities established statutory accounting principles for impairment analysis and subsequent valuation of loan-backed and structured securities. The change resulting from the adoption of this statement was accounted for prospectively. No cumulative effect adjustments or application of the new guidance to prior events or periods were required. The Company elected to adopt SSAP No. 98 which resulted in an additional $12,378 thousand of realized losses being recognized at December 31, 2008.

Intelligent Variable Annuity   n    Statement of Additional Information B-61

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

SSAP No. 10R—Revised, Income Taxes, is effective as of December 31, 2009 for the 2009 annual financial statements and the 2010 interim and annual financial statements only. For entities that meet specified capital requirements, the revised statement increases the admitted deferred federal income tax asset ceiling by increasing the limit from 10 to 15 percent of capital and surplus and by extending the recoverable period from 1 to 3 years. The change resulting from the modification of this statement is accounted for as a change in accounting principle. The adoption of SSAP No. 10R resulted in an additional $3,967 thousand of admitted deferred tax assets recognized as of December 31, 2009. A recommendation by the NAIC on the appropriate determination for admitting deferred tax assets for reporting periods after December 31, 2010 will be made at a later date.

For reporting periods beginning on or after January 1, 2009, SSAP No. 99—Accounting for Certain Securities Subsequent to an Other-Than-Temporary Impairment, establishes standards for the treatment of premiums or discounts applicable to certain securities subsequent to the recognition of an OTTI. The other-than-temporarily impaired security is recorded as if the security had been purchased on the measurement date of the other-than-temporary impairment. The discount or reduced premium associated with the other-than-temporary impaired security, based on the new cost basis, is amortized over the remaining life of the security, to the extent recoverable in a prospective manner based on the amount and timing of future estimated cash flows. The change resulting from the adoption of this statement is accounted for prospectively. No cumulative effect adjustment or application of the new guidance to prior events or periods is required.

For reporting periods ending on or after December 31, 2007, SSAP No. 97—Investment in Subsidiary, Controlled, and Affiliated Entities, A Replacement of SSAP No. 88, was implemented. The statement establishes statutory accounting principles for investments in subsidiaries, controlled and affiliated entities. SSAP No. 97 clarified the basis that a company could use to value its equity investment in its investment subsidiaries.

For reporting periods ending December 31, 2007 and thereafter, SSAP No. 96—Settlement Requirements for Intercompany Transactions, An Amendment to SSAP No. 25, became effective. This statement established a statutory aging threshold for admission of loans and advances to related parties outstanding as of the reporting date.

The statement requires transactions between related parties to be in the form of a written agreement and must provide for timely settlement of amounts owed, with a specific due date.

The NAIC issued modifications to allow multiple market based valuations to be utilized as an alternative to published SVO unit prices. The Company adopted this guidance effective December 31, 2008.

The NAIC issued additional disclosure requirements for credit derivatives, amendments to SSAP No. 86—Accounting for Derivatives Instruments and Hedging Activities and SSAP No. 5—Liabilities, Contingencies and Impairments of Assets. The Company adopted this guidance effective December 31, 2008.

Note 3—long term bonds and preferred stocks

The carrying value, amortized cost, estimated fair values, and the unrealized gains and losses of long-term bonds and preferred stocks at December 31, 2009 are shown below (in thousands):

					Gross Unrealized
	Carrying Value		Amortized Cost		Gains		Losses			Estimated Fair Value
Bonds:
U.S. Governments	$	22,374	$	22,374	$	2,042	$	(239	)	$	24,177
States, Territories & Possessions		8,997		8,997		415		—			9,412
Political Subdivisions of States, Territories, & Possessions		2,564		2,564		18		—			2,582
Special Revenue & Special Assessment, Non-guaranteed Agencies & Government		222,329		222,329		10,884		(7,652	)		225,561
Industrial & Miscellaneous		2,088,874		2,090,743		106,516		(71,273	)		2,125,986
Hybrids		40,438		40,438		913		(3,938	)		37,413
Total Bonds		2,385,576		2,387,445		120,788		(83,102	)		2,425,131
Preferred Stocks		5,502		5,502		481		—			5,983
Total Bonds and Preferred Stocks	$	2,391,078	$	2,392,947	$	121,269	$	(83,102	)	$	2,431,114

As of January 1, 2009, $37,956 thousand of hybrid preferred stocks were transferred to the bond portfolio from the preferred stock portfolio due to changes in the NAIC requirements for the classification of securities.

The carrying value, amortized cost, estimated fair values, and the unrealized gains and losses of long-term bonds and preferred stocks at December 31, 2008 are shown below (in thousands):

					Gross Unrealized
	Carrying Value		Amortized Cost		Gains		Losses			Estimated Fair Value
Bonds:
U.S. Governments	$	12,443	$	12,443	$	3,714	$	—		$	16,157
States, Territories & Possessions		17,742		17,742		57		(760	)		17,039
Special Revenue & Special Assessment, Non-guaranteed Agencies & Government		196,832		196,832		5,737		(812	)		201,757
Public Utilities		344,490		344,491		5,516		(12,503	)		337,504
Industrial & Miscellaneous		1,559,258		1,559,353		15,339		(187,576	)		1,387,116
Total Bonds		2,130,765		2,130,861		30,363		(201,651	)		1,959,573
Preferred Stocks		43,899		43,899		—		(13,633	)		30,266
Total Bonds and Preferred Stocks	$	2,174,664	$	2,174,760	$	30,363	$	(215,284	)	$	1,989,839

B-62 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Impairment Review Process: All securities are subjected to the Company’s process for identifying other-than-temporary impairments. The Company writes down securities that it deems to have an other than temporary impairment in value in the period that the securities are deemed to be impaired, based on management’s case-by-case evaluation of the decline in value and prospects for recovery. Management considers a wide range of factors in the impairment evaluation process, including, but not limited to, the following: (a) the length of time the fair value has been below amortized cost; (b) the financial condition and near-term prospects of the issuer; (c) whether the debtor is current on contractually obligated interest and principal payments; (d) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value or repayment; (e) information obtained from regulators and rating agencies; (f) the potential for impairments in an entire

industry sector or sub-sector; (g) the potential for impairments in certain economically-depressed geographic locations; and (h) the potential for impairment based on an estimated discounted cash flow analysis for loan-backed and structured securities.

Where impairment is considered to be other-than-temporary, the Company recognizes a write-down as a realized loss and adjusts the cost basis of the security accordingly. The Company does not change the revised cost basis for subsequent recoveries in value. Once an impairment write-down has been recorded, the Company continues to review the impaired security for appropriate valuation on an ongoing basis.

Unrealized Losses on Bonds and Preferred Stocks: The gross unrealized losses and estimated fair values for securities, by the length of time that individual securities had been in a continuous unrealized loss position for 2009 and 2008 are shown in the table below (in thousands):

	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2009
Corporate bonds	$	105,810	$	(2,385	)	$	103,425	$	172,192	$	(14,083	)	$	158,109
Loaned-backed and structured bonds		23,985		(3,402	)		20,583		198,733		(63,232	)		135,501
Total bonds	$	129,795	$	(5,787	)	$	124,008	$	370,925	$	(77,315	)	$	293,610
Preferred stocks		—		—			—		—		—			—
Total bonds and preferred stocks	$	129,795	$	(5,787	)	$	124,008	$	370,925	$	(77,315	)	$	293,610
	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2008
Corporate bonds	$	808,594	$	(54,706	)	$	753,888	$	300,975	$	(38,503	)	$	262,472
Loaned-backed and structured bonds		125,864		(18,859	)		107,005		217,381		(89,583	)		127,798
Total bonds	$	934,458	$	(73,565	)	$	860,893	$	518,356	$	(128,086	)	$	390,270
Preferred stocks		20,101		(5,310	)		14,791		23,798		(8,323	)		15,475
Total bonds and preferred stocks	$	954,559	$	(78,875	)	$	875,684	$	542,154	$	(136,409	)	$	405,745

For 2009, the categories of securities where the estimated fair value declined and remained below cost for less than twelve months were concentrated in residential mortgage-backed securities (56%). The preceding percentage was calculated as a percentage of the gross unrealized loss.

For 2009, the categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were concentrated in commercial mortgage-backed securities (59%) and asset-backed securities (19%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

For 2008, the categories of securities where the estimated fair value declined and remained below cost for less than twelve months were concentrated in finance (26%) and commercial mortgage-backed securities (14%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

For 2008, the categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were concentrated in commercial mortgage-backed securities (46%), asset-backed securities (19%) and finance (13%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

Based upon the Company’s current evaluation of these securities in accordance with its impairment policy, the cause of the decline is primarily attributable to increased market yields caused principally by an extensive widening of credit spreads at December 31, 2009, resulting from diminished market liquidity as opposed to a long-term deterioration in credit quality. The Company currently intends and has the ability to hold the fixed maturity and equity securities with unrealized losses for a period of time sufficient for them to recover and the Company has concluded that these securities are not other–than temporarily impaired.

Intelligent Variable Annuity   n    Statement of Additional Information B-63

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

Scheduled Maturities of Bonds: The statutory carrying values and estimated fair values of long-term bond investments by contractual maturity are shown below ($ in thousands):

	December 31, 2009						December 31, 2008
	Carrying Value		% of Total		Estimated Fair Value		Carrying Value		% of Total		Estimated Fair Value
Due in one year or less	$	189,365	7.9	%	$	197,884	$	272,201	12.8	%	$	270,214
Due after one year through five years		1,204,102	50.5			1,269,766		840,705	39.4			804,091
Due after five years through ten years		120,713	5.1			130,286		210,211	9.9			200,794
Due after ten years		385,245	16.1			392,566		259,852	12.2			238,084
Subtotal		1,899,425	79.6			1,990,502		1,582,969	74.3			1,513,183
Residential mortgage-backed securities		208,161	8.7			213,975		215,016	10.1			220,166
Commercial mortgage-backed securities		127,760	5.4			82,779		152,839	7.2			79,205
Asset-backed securities		150,230	6.3			137,876		179,941	8.4			147,019
Subtotal		486,151	20.4			434,630		547,796	25.7			446,390
Total	$	2,385,576	100.0	%	$	2,425,132	$	2,130,765	100.0	%	$	1,959,573

Bonds, not due at a single maturity date have been included in the preceding table based on the year of final maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations, although prepayment premiums may be applicable.

For the year ended December 31, 2009, the preceding table has included NAIC 6 long-term bond investments totaling approximately $1,508 thousand of which $1,125 thousand are categorized as one year or less and $383 thousand are categorized as residential mortgage-backed securities.

For the year ended December 31, 2009, the preceding table has included under asset-backed securities is the Company’s exposure to sub-prime mortgage investments totaling $34,080 thousand. Eighty-five percent (85%) of the sub-prime securities were rated investment grade (NAIC 1 and 2).

For the year ended December 31, 2008, the preceding table has included NAIC 6 and 6Z long-term investments totaling approximately $24,259 thousand of which $4,813 thousand are categorized as one year or less, $12,331 thousand are categorized as due after one year through five years, $4,363 thousand are categorized as due after ten years and $1,751 thousand are categorized as residential mortgage-backed securities and $1,001 thousand are categorized as asset-backed securities.

For the year ended December 31, 2008 the preceding table has included under asset-backed securities is the Company’s exposure to sub-prime mortgage investments totaling $45,483 thousand. Ninety-eight percent (98%) of the subprime securities were rated investment grade (NAIC 1 and 2).

Bond Credit Quality and Diversification: At December 31, 2009 and 2008, approximately 98.1% and 98.0%, respectively, of the long-term bond portfolio was comprised of investment grade securities. The carrying values of long-term bond investments were diversified by industry classification at December 31 as follows:

	2009		2008
Public utilities	16.9	%	16.9	%
Manufacturing	16.9		11.9
Finance and financial services	15.3		16.4
Oil and gas	10.0		7.6
Residential mortgage-backed securities	8.7		10.1
Asset-backed securities	6.3		8.5
Commercial mortgage-backed securities	5.4		7.2
Communication	5.4		6.0
Services	3.6		4.3
Transportation	3.3		2.9
Retail and wholesale trade	3.1		2.5
U.S. and Other Government	2.5		1.4
Mining	1.7		1.9
REIT	0.9		1.9
Revenue and Special Obligation	—		0.5
Total	100.0	%	100.0	%

Trouble Debt Restructuring: During 2009 and 2008, the Company recorded bonds and stocks acquired through troubled debt restructurings with book values aggregating $208 thousand and $0, respectively, through non-monetary transactions. When restructuring troubled debt, the Company generally accounts for assets at their fair value at the time of restructuring or at the carrying value of the assets given up if lower. If the fair value is less than the carrying value of the assets given up, the required write-down is recognized as a realized capital loss. The Company acquired bonds and stocks through exchanges aggregating $43,618 thousand and $24,463 thousand during the year ended December 31, 2009 and 2008, respectively. When exchanging securities, the Company generally accounts for assets at their fair value or at the book value if lower unless the exchange was as a result of restricted securities under SEC rule 144A exchanged for unrestricted securities, which are accounted for at book value.

B-64 Statement of Additional Information   n    Intelligent Variable Annuity

continued

For the years ended December 31, 2009 and 2008, the Company did not have any bonds and stocks denominated in foreign currency.

Debt securities amounting to approximately $8,612 thousand and $8,674 thousand at December 31, 2009 and 2008, respectively, were on deposit with governmental authorities or trustees, as required by law.

The Company does not have any restricted preferred stock.

LOAN-BACKED AND STRUCTURED SECURITIES OTTI

The Company primarily uses third party pricing vendors and to a lesser extent broker quotes in determining the fair value of it loan-backed and structured securities. Generally, each bond in the portfolio was priced individually utilizing the most recent price available.

Prepayment assumptions for loan-backed and structured securities are based on historical averages drawing from the 3, 6 or 12 month experience for a particular transaction and vary by security type and vintage.

The following table represents the top ten exposures of loan-backed and structured securities (agency-backed securities are excluded from the table) as of December 31, 2009 (in thousands):

Name	Carrying Value		Estimated Fair Value
GMSL 2005-A	$	14,961	$	12,216
MLMT 2005-LC1		14,025		8,355
CSFB 2005-C6		13,669		9,058
GMACC 2005-C1		10,025		4,910
CABMT 2008-1A		10,000		9,980
DCENT 2008-A2		10,000		10,012
WBCMT 2006-WL7A		10,000		6,773
WBCMT 2007-WHL8		10,000		6,998
WBCMT 2005-C21		9,837		4,627
SMRTF 2007-2		9,834		9,873
Total	$	112,351	$	82,802

At December 31, 2008, the Company changed from the retrospective to the prospective method due to negative yields on securities totaling $2,517 thousand carrying value.

The following table represents OTTI on loaned-backed and structured securities with the intent to sell and/or the lack of intent to retain or inability to hold for each quarter of 2009 (in thousands).

	1		2				3
	Amortized Cost Basis Before Other-than- Temporary Impairment		2a Interest		2b Non-Interest		Fair Value 1-(2a+2b)
OTTI recognized 1st Quarter of 2009
a. Intent to sell	$	1,875	$	—	$	454	$	1,421
b. Inability or lack of intent to retain		—		—		—		—
Total 1st Quarter	$	1,875	$	—	$	454	$	1,421
Annual Aggregate Total			$	—	$	454

For the quarters ending June 30, 2009, September 30, 2009 and December 31, 2009 there were no impairments recorded due to intent to sell.

During 2009 the Company sold loan-backed and structured securities with a realized gain of $1,321 thousand.

The following table represents loan-backed and structured securities with a recognized other-than-temporary impairment and currently held at December 31, 2009 where the present value of cash flows expected to be collected is less than the amortized cost (in thousands).

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment			Amortized Cost After Other-Than- Temporary Impairment		Fair Value		Financial Reporting Period
126171AQ0	$	4,979	$	4,294	*	$	(685	)	$	4,294	$	1,184	4Q 2009
161551GA8		9		4	*		(5	)		4		1	4Q 2009
525221EB9		4,999		4,977	*		(23	)		4,976		2,699	4Q 2009
33848JAC9		5,000		3,183	*		(1,817	)		3,183		2,894	3Q 2009
12670BAC3		4,340		2,217	*		(2,123	)		2,217		1,556	3Q 2009
161551GA8		3		—	1		(2	)		1		1	2Q 2009
52521RAS0		3,174		—	1		(1,673	)		1,501		1,501	2Q 2009
015386AD7		1,875		—	1		(454	)		1,421		1,421	1Q 2009
161551GA8		6		—	1		(6	)		—		1	1Q 2009
05948KZV4		5,975		—	1		(4,890	)		1,085		1,085	4Q 2008
05948KZW2		1,289		—	1		(942	)		347		347	4Q 2008
161546CR5		54		—	1		(54	)		—		12	4Q 2008
161551GA8		13		—	1		(7	)		6		6	4Q 2008
76113GAC2		4,757		—	1		(4,437	)		320		320	4Q 2008
20847TBL4		2,370		—	1		(1,780	)		590		590	3Q 2008
05948KZW2		1,578		1,338	2		(240	)		1,338		594	3Q 2008
05948KZW2		2,448		1,626	2		(821	)		1,627		1,103	2Q 2008
Total	$	42,869	$	17,639		$	(19,959	)	$	22,910	$	15,315

* Projected cash flows are provided for securities impaired under SSAP 43R adoption

¹ Impairment based on Fair Value

² Impairment based on undiscounted cash flows

Note 4—mortgage loans

The Company originates mortgages that are principally collateralized by commercial real estate. The Company also acquires mezzanine real estate loans, which are secured by a pledge of direct or indirect equity interests in an entity that owns real estate. The Company did not originate conventional loans or acquire mezzanine loans during 2009 therefore there was no coupon rate or maximum percentage of any one loan to the value of the security at the time of the loan.

Impairment Review Process: The Company monitors the effects of current and expected market conditions and other factors on the collectability of mortgage loans to identify and quantify any impairment in value. Any impairment is classified as either temporary, for which, a recovery is anticipated, or other-than-temporary. Mortgage loans held to maturity with impaired values at December 31, 2009, and 2008 have been written down to net realizable values based upon independent appraisals of the collateral while mortgage loans held for sale have been written down to the current fair value of the loan, as shown in the table

Intelligent Variable Annuity   n    Statement of Additional Information B-65

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

below. For impaired mortgage loans where the impairments were deemed to be temporary, an allowance for credit losses has been established, as indicated below (in thousands):

	2009		2008		2007
Investment in impaired mortgage loans, with temporary allowances for credit losses (at net carried value plus accrued interest)	$	—	$	—	$	—
Related temporary allowances for credit losses	$	—	$	—	$	—
Investment in impaired mortgage loans, net of other-than-temporary impairment losses recognized	$	—	$	—	$	4,964
Related write-downs for other-than-temporary impairments	$	—	$	—	$	(3,000	)
Average investments in impaired mortgage loans	$	—	$	2,037	$	11,912
Interest income recognized on impaired mortgage loans during the period	$	—	$	170	$	596
Interest income recognized on a cash basis during the period	$	—	$	197	$	649

Mortgage Loan Diversification: The following tables set forth the mortgage loan portfolio by property type and geographic distribution ($ in thousands):

	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
Property Type
Shopping centers	$	37,663	61.3	%	$	38,207	47.3	%
Office building		18,360	29.9			37,119	45.9
Apartments		5,392	8.8			5,496	6.8
Total	$	61,415	100.0	%	$	80,822	100.0	%
	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
Geographic Region
South Atlantic	$	26,460	43.1	%	$	27,191	33.6	%
North Central		20,614	33.5			20,614	25.5
Pacific		—	0.0			18,395	22.8
Mountain		8,949	14.6			9,126	11.3
South Central		5,392	8.8			5,496	6.8
Middle Atlantic		—	0.0			—	0.0
Total	$	61,415	100.0	%	$	80,822	100.0	%

Regional classification is based on American Council of Life Insurers regional chart. See below for details of regions.

Pacific states are AK, CA, HI, OR and WA

South Atlantic states are DE, DC, FL, GA, MD, NC, SC, VA and WV

Middle-Atlantic states are PA, NJ and NY

South Central states are AL, AR, KY, LA, MS, OK, TN and TX

North Central states are IA, IL, IN, KS, MI, MN, MO, NE, ND, OH, SD and WI

New England states are CT, MA, ME, NH, RI and VT

Mountain states are AZ, CO, ID, MT, NV, NM, UT and WY

Other comprises investments in foreign countries, primarily in Canada.

At December 31, 2009, 33.5% of the mortgage portfolio was invested in Ohio in the North Central region and approximately 29.9% of the mortgage portfolio was invested in District of Columbia in the South Atlantic region. At December 31, 2008, 25.5% of the mortgage portfolio was invested in Ohio in the North Central region and approximately 23.2% of the mortgage portfolio was invested in District of Columbia in the South Atlantic region.

Scheduled Mortgage Loan Maturities: The following table set forth the contractual maturity schedule of mortgage loans ($ in thousands):

	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
Due in one year or less	$	1,119	1.8	%	$	19,073	23.6	%
Due after one year through five years		54,374	88.5			55,341	68.5
Due after five years through ten years		2,885	4.7			2,727	3.4
Due after ten years		3,037	5.0			3,681	4.5
Total	$	61,415	100.0	%	$	80,822	100.0	%

Actual maturities may differ from contractual maturities because borrowers may have the right to prepay mortgages, although prepayment premiums may be applicable.

There were no mortgages with restructured or modified terms at December 31, 2009 and 2008 and thus no investment income was earned on such mortgages. When restructuring mortgages, the Company generally requires participation features, yield maintenance stipulations, and/or the establishment of property-specific escrow accounts funded by the borrowers. With respect to impaired loans, the Company accrues interest income to the extent it is deemed collectible. Due and accrued income on any mortgage in default for more than eighteen months is non-admitted. Cash received on impaired mortgages that are performing according to their contractual terms is applied in accordance with those terms. For mortgages in the process of foreclosure, cash received is initially held in suspense and applied as return of principal at the time that the foreclosure process is completed, or the mortgage is otherwise disposed. There were no mortgages with interest more that 180 days past due at December 31, 2009 or 2008.

During 2009, the Company did not reduce the interest rate of outstanding loans.

The Company has no reverse mortgages as of December 31, 2009 and 2008.

The Company has no mortgage loans denominated in foreign currency for the years ended December 31, 2009 and 2008.

The Company does not underwrite nor does it hold sub-prime mortgages in the commercial mortgage loan portfolio and does not have any material indirect exposure from sub-prime lenders who are tenants in buildings that are secured by commercial mortgages.

Note 5—subsidiaries and affiliates

The Company is a direct wholly-owned insurance subsidiary of TIAA, an insurance company domiciled in the State of New York. TIAA-CREF Life Insurance Agency (“Agency”) is the sole operating subsidiary of TIAA-CREF Life. The Company has no

B-66 Statement of Additional Information   n    Intelligent Variable Annuity

continued

investments in subsidiary, controlled and affiliated entities that exceed 10% of its admitted assets. To conform to the NAIC Annual Statement presentation, Agency’s carrying value of $1,089 thousand and $1,077 thousand for December 31, 2009 and 2008, respectively, is reported as other invested assets. For the year ended December 31, 2009, Agency’s carrying value was non-admitted. The carrying value of Agency was not impaired for the years ended December 31, 2009 or 2008.

During 2009 and 2008, there was no net amount due from insurance subsidiaries and affiliates.

Note 6—other long-term investments

The Company’s carrying value of other long-term investments, which are primarily the interest in Agency and contract loans, at December 31, 2009 and 2008 was $1,828 thousand and $2,170 thousand, respectively.

Note 7—commitments

The funding of bond commitments is contingent upon the continued favorable financial performance of the potential borrowers and the funding of mortgages commitments are generally contingent upon the underlying properties meeting specified requirements, including construction, leasing and occupancy. At December 31, 2009, the Company had no outstanding commitments to fund future investments.

Note 8—investment income and capital gains and losses

Net Investment Income: The components of net investment income were as follows (in thousands):

	2009			2008			2007
Bonds	$	127,789		$	115,087		$	118,576
Stocks		252			4,128			3,015
Mortgage loans		1,806			3,765			5,420
Cash, cash equivalents and short-term investments		2,672			1,893			4,768
Other long-term investments		17			(95	)		(207	)
Total gross investment income	$	132,536		$	124,778		$	131,572
Less investment expenses		(2,215	)		(3,011	)		(2,985	)
Net investment income before amortization of net IMR gains (losses)		130,321			121,767			128,587
Amortization of net IMR gains (losses)		794			1,316			(156	)
Net investment income	$	131,115		$	123,083		$	128,431

Due and accrued income is excluded from net investment income is as follows: Bonds and preferred stocks in default; mortgage loans with amounts greater than the excess of the property value over the unpaid principal balance and on mortgages in default more than eighteen months. Total due and accrued income excluded from net income was $0, $2 thousand and $0 for the years ended December 31, 2009, 2008 and 2007, respectively.

Realized Capital Gains and Losses: The net realized capital gains (losses) on sales, redemptions of investments and write-downs due to other than temporary impairments for the years ended December 31 were as follows (in thousands):

	2009			2008			2007
Bonds	$	(17,575	)	$	(52,575	)	$	(6,211	)
Stocks		1,480			(18,417	)		(746	)
Mortgage loans		—			3,217			(2,938	)
Derivative instruments		—			(3,093	)		(1,779	)
Cash, cash equivalent and short-term investments		259			76			29
Total before capital gains taxes and transfers to the IMR		(15,836	)		(70,792	)		(11,645	)
Transfers to the IMR		(3,616	)		(2,248	)		3,319
Capital gains taxes		—			—			—
Net realized capital losses less capital gains taxes, after transfers to the IMR	$	(19,452	)	$	(73,040	)	$	(8,326	)

Reflected in the table above as realized capital losses are write-downs of bonds resulting from impairments that are considered to be other-than-temporary that were $21,280 thousand, $48,451 thousand and $7,643 thousand at December 31, 2009, 2008 and 2007, respectively. Write-downs of preferred stocks resulting from impairments that are considered to be other-than-temporary were $0, $15,778 thousand and $650 thousand at December 31, 2009, 2008 and 2007, respectively. Write-downs of mortgages resulting from impairments that are considered to be other-than-temporary were $0 for the years ended December 31, 2009 and 2008, respectively and $3,000 thousand at December 31, 2007.

Proceeds from sales of long-term bond investments during 2009, 2008 and 2007 were $64,398 thousand, $55,617 thousand and $42,587 thousand, respectively. Net gains of $7,497 thousand, $6,245 thousand and $2,036 thousand, and net losses, excluding impairments considered to be other-than-temporary, of $3,792 thousand, $10,369 thousand and $604 thousand were realized during 2009, 2008 and 2007, respectively.

Unrealized Capital Gains and Losses: For 2009, 2008 and 2007, the net change of unrealized capital gains (losses) in investments, resulting in a net increase (decrease) in valuation of investments was approximately $(1,706) thousand, $759 thousand and $(566) thousand, respectively.

Note 9—disclosures about fair value of financial instruments

Fair Value Measurements

Included in the Company’s financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or, for certain bonds and preferred stock when carried at the lower of cost or market.

The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Intelligent Variable Annuity   n    Statement of Additional Information B-67

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

Fair values are based on quoted market prices when available. When market prices are not available, fair values are primarily provided by a third party vendor or internally calculated. These fair values are generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price. These valuation techniques involve management estimation and judgment for many factors including market bid/ask spread, and such estimations may become significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.

The Company’s financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by ASU 820, Fair Value Measurements and Disclosures. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Ÿ Level 1—Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

Ÿ Level 2—Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument. Such inputs include market interest rates and volatilities, spreads and yield curves.

Ÿ Level 3—Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS:

The following table provides information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands).

December 31, 2009	Level 1		Level 2			Level 3		Total
Assets at fair value:
Derivatives	$	—	$	—		$	—	$	—
Separate accounts assets, net		615,551		88,161			—		703,712
Total assets at fair value	$	615,551	$	88,161		$	—	$	703,712
Liabilities at fair value:
Derivatives	$	—	$	—		$	—	$	—
Total liabilities at fair value	$	—	$	—		$	—	$	—
December 31, 2008	Level 1		Level 2			Level 3		Total
Assets at fair value:
Derivatives	$	—	$	—		$	—	$	—
Separate accounts assets, net		483,059		29,015			—		512,074
Total assets at fair value	$	483,059	$	29,015		$	—	$	512,074
Liabilities at fair value:
Derivatives	$	—	$	(56	)	$	—	$	(56	)
Total liabilities at fair value	$	—	$	(56	)	$	—	$	(56	)

Fair values and changes in the fair values of separate account assets generally accrue directly to the policyholders and are not included in the Company’s revenues and expenses or surplus.

ASSETS MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS:

Certain financial assets are measured at fair value on a non-recurring basis, such as certain bonds and preferred stock valued at the lower of cost or fair value, or investments that are impaired during the reporting period and recorded at fair value on the balance sheet at December 31, 2009 and 2008. The following table summarizes the changes in assets measured at fair value on a non-recurring basis (in thousands):

December 31, 2009	Level 1		Level 2		Level 3		Total Gains (Losses)
Bonds	$	—	$	—	$	1,318	$	(1,882	)
Preferred stocks		—		—		—		—
Total	$	—	$	—	$	1,318	$	(1,882	)
December 31, 2008	Level 1		Level 2		Level 3		Total Gains (Losses)
Bonds	$	—	$	25,076	$	3,042	$	(30,131	)
Preferred stocks		310		3,979		—		(15,256	)
Total	$	310	$	29,055	$	3,042	$	(45,387	)

B-68 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Described below are the Company’s application of the fair value hierarchy to its assets and liabilities carried at fair value on a recurring and non-recurring basis:

Level 1 financial assets

Unadjusted quoted prices for these securities are provided to the Company by independent pricing services. Separate account assets in Level 1 primarily include mutual fund investments valued by the respective mutual fund companies. Preferred stocks carried on a lower of cost or market basis are those that trade in an active market where prices for identical securities are readily available.

Level 2 financial assets

Typical inputs to models used by independent pricing services include but are not limited to benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, and industry and economic events. Because most bonds and preferred stocks do not trade daily, independent pricing services regularly derive fair values using recent trades of securities with similar features. When recent trades are not available, pricing models are used to estimate the fair values of securities by discounting future cash flows at estimated market interest rates.

If an independent pricing service is unable to provide the fair value for a security due to insufficient market information, such as for a private placement transaction, the Company will determine the fair value internally using a matrix pricing model. This model estimates fair value using discounted cash flows at a market yield considering the appropriate treasury rate plus a spread. The spread is derived by reference to similar securities, and may be adjusted based on specific characteristics of the security, including inputs that are not readily observable in the market. The Company assesses the significance of unobservable inputs for each security priced internally and classifies that security in Level 2 only if the unobservable inputs are insignificant.

Separate account assets carried on a recurring basis in Level 2 consist principally of corporate bonds. Preferred stocks in Level 2 are those carried on a lower of cost or market basis where daily trade prices are not available for identical securities.

Derivatives: Amounts classified in Level 2 represent over-the-counter instruments such as swap contracts that do not qualify for hedge accounting. Fair values for these instruments are determined internally using market observable inputs including forward currency and interest rate curves and widely published market observable indices. Credit risk related to the counterparty is considered when estimating the fair values of these derivatives.

Level 3 financial assets

Bonds classified as Level 3 on a non-recurring basis consists of a floating rate corporate bond which was priced manually using unobservable inputs.

Fair Value of Financial Instruments

The estimated fair value amounts of financial instruments presented in the following tables were determined by the Company using market information available as of December 31, 2009 and

2008 and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data in developing the estimates of fair value for financial instruments for which there are no available market value quotations. The estimates presented are not necessarily indicative of the amounts the Company could have realized in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts (in thousands).

	December 31, 2009		December 31, 2008
	Carrying Value	Estimated Fair Value	Carrying Value	Estimated Fair Value
Assets
Public bonds	2,016,310	2,063,223	1,726,164	1,604,187
Private bonds	369,266	361,909	404,601	355,386
Total bonds	2,385,576	2,425,132	2,130,765	1,959,573
Preferred stocks	5,502	5,983	43,899	30,266
Mortgage loans	61,415	59,479	80,822	75,248
Cash, cash equivalents and short-term investments	110,885	110,885	104,993	104,993
Contract loans	1,828	1,828	1,093	1,093
Separate account assets	703,712	703,712	513,568	513,568
Liabilities
Liability for deposit-type contracts	969,703	969,703	887,434	887,434
Derivative financial instruments	—	—	56	56
Separate account liabilities	680,135	680,135	493,427	493,427

Valuation techniques or pricing sources for each instrument type are as follows:

Bonds: The fair values for publicly traded long-term bond investments were determined using prices provided by third party pricing services. For privately placed long-term bond investments without a readily ascertainable market value, such values were determined with the assistance of an independent pricing service utilizing a discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions.

Mortgage Loans: The fair values of mortgages were generally determined by discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions.

Preferred Stocks: The fair values of preferred stocks were determined using prices provided by third party pricing services or valuations from the NAIC.

Cash, Cash Equivalents, Short-Term Investments and Contract Loans: The carrying values were considered reasonable estimates of fair value.

Insurance and Annuity Contracts: The Company’s insurance and annuity contracts entail mortality risks and are, therefore, exempt from the fair value disclosure requirements related to financial instruments.

Intelligent Variable Annuity   n    Statement of Additional Information B-69

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

Deposit-type Contracts: For deposit-type contracts the fair value approximates the carrying value. The carrying value is payable upon demand.

Derivative Financial Instruments: The fair value of foreign currency swap and interest rate swap contracts are estimated internally based on estimated future cash flows, anticipated foreign exchange relationships and anticipated interest rates and such values are reviewed for reasonableness with estimates provided by the Company’s counter-parties.

Separate Accounts: Separate account assets are carried at market value.

Note 10—derivative financial instruments

The Company uses derivative instruments for hedging and income generation. The Company does not engage in derivative financial instrument transactions for speculative purposes. As of December 31, 2009, the Company did not hold any derivative instruments, and no collateral was held or posted.

Foreign Currency Swap Contracts: The Company enters into foreign currency swap contracts to exchange fixed and variable amounts of foreign currency at specified future dates and at

specified rates (in U.S. dollars) as a cashflow hedge to manage currency risks on investments denominated in foreign currencies. As of December 31, 2009, there were no unrealized gains or losses on foreign currency swap contracts. There were $0 and $(3.1) million of realized gains or (losses) from foreign currency swap contracts for the years ended December 31, 2009 and 2008, respectively.

Interest Rate Swap Contracts: The Company enters into interest rate swap contracts to hedge against the effect of interest rate fluctuations on certain variable interest rate bonds. These contracts are designated as economic cash flow hedges and allow TIAA to lock in a fixed interest rate and to transfer the risk of rate changes. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. The Company also enters into interest rate swap contracts to exchange the cash flows on certain fixed interest rate bonds into variable interest rate cash flows. These contracts are designated as economic fair value hedges in connection with certain interest sensitive products, and are carried at fair value as hedge accounting is not applied. As of December 31, 2009 and 2008, there were no realized gains or losses from interest rate swap contracts.

A summary of derivative asset and liability positions held by the Company, including notional amounts, carrying values and estimated fair values, appears below (in thousands):

		December 31, 2009			December 31, 2008
		Notional	Carrying Value	Estimated Fair Value	Notional	Carrying Value		Estimated Fair Value
Interest rate swap contracts	Assets	—	—	—	—	—		—
	Liabilities	—	—	—	4,000	(56	)	(56	)
	Subtotal	—	—	—	4,000	(56	)	(56	)
Total Derivatives	Assets	—	—	—	—	—		—
	Liabilities	—	—	—	4,000	(56	)	(56	)
	Total	—	—	—	4,000	(56	)	(56	)

Note 11—separate accounts

The Company’s Separate Account VA-1 (“VA-1”) was established as a separate account of the Company on July 27, 1998 to fund individual non-qualified variable annuities. VA-1 is registered with the Securities and Exchange Commission (“SEC”) as a unit investment trust under the Investment Company Act of 1940. All of its assets are invested in an underlying portfolio of mutual funds. Most of the contracts offered through VA-1 include a nominal guaranteed minimum death benefit.

The Company’s Separate Account VLI-1 (“VLI-1”) is a unit investment trust and was organized May 23, 2001. It was established under New York Law for the purpose of issuing and funding flexible premium variable universal life insurance policies.

The Company provides mortality and expense guarantees to VA-1 and VLI-1, for which it is compensated. The Company also guarantees that expense charges to VLI-1 participants will never rise above the maximum amount stipulated in the contract.

Although the Company owns the assets of these separate accounts, the separate account’s income, investment gains and investment losses are credited to or charged against the assets of the separate accounts’ without regard to the Company’s other income, gains or losses. Under New York law, the Company cannot charge the separate account with liabilities incurred by any other than the Company’s separate account or other business activity the Company may undertake.

The Company’s Separate Account Investment Horizon Annuity (“IHA”) was established on July 23, 2008, as an individual flexible premium modified guaranteed annuity contract. The Company owns all of the assets related to the separate account and all of the investment performance. The assets of this account are carried at fair value.

B-70 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Information regarding separate accounts of the Company for the years ended December 31 is as follows (in thousands):

	December 31, 2009
	*Non-indexed less than or equal to 4%		**Non-indexed more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits for year ended:	$	36,458	$	18,892	$	100,858	$	156,208
Reserves at 12/31/2009 for accounts with assets at:
Fair value		42,166		21,734		615,875		679,775
Amortized cost		—		—		—		—
Total Reserves	$	42,166	$	21,734	$	615,875	$	679,775
By withdrawal characteristics:
Subject to discretionary withdrawal:
With FV adjustment	$	28,651	$	21,734	$	—	$	50,385
At BV without FV adjustment and with current surrender charge of 5% or more		—		—		—		—
At fair value		—		—		615,875		615,875
At BV without FV adjustment and with current surrender charge less than 5%		13,515		—		—		13,515
Subtotal		42,166		21,734		615,875		679,775
Not subject to discretionary withdrawal		—		—		—		—
Total reserves	$	42,166	$	21,734	$	615,875	$	679,775

* Includes annuities whose credited rate will be at or below 4% during 2010.

** Includes annuities whose credited rate will be above 4% throughout 2010.

	December 31, 2008
	*Non-indexed less than or equal to 4%		**Non-indexed more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits for year ended:	$	10,250	$	680	$	103,615	$	114,545
Reserves at 12/31/08 for accounts with assets at:
Fair value		10,172		696		483,286		494,154
Amortized cost		—		—		—		—
Total Reserves	$	10,172	$	696	$	483,286	$	494,154
By withdrawal characteristics:
Subject to discretionary withdrawal:
With FV adjustment	$	2,820	$	696	$	—	$	3,516
At BV without FV adjustment and with current surrender charge of 5% or more		—		—		—		—
At fair value		—		—		483,286		483,286
At BV without FV adjustment and with current surrender charge less than 5%		7,352		—		—		7,352
Subtotal		10,172		696		483,286		494,154
Not subject to discretionary withdrawal		—		—		—		—
Total reserves	$	10,172	$	696	$	483,286	$	494,154

* Includes annuities whose credited rate will be at or below 4% during 2009.

** Includes annuities whose credited rate will be above 4% throughout 2009.

	December 31, 2007
	Non-indexed less than or equal to 4%		Non-indexed more than 4%		Non-guaranteed Separate Accounts		Total
Premiums, considerations or deposits for year ended:	$	—	$	—	$	131,071	$	131,071
Reserves at 12/31/07 for accounts with assets at:
Fair value				—		694,225		694,225
Amortized cost		—		—		—		—
Total Reserves	$	—	$	—	$	694,225	$	694,225
By withdrawal characteristics:
Subject to discretionary withdrawal:
With FV adjustment	$	—	$	—	$	—	$	—
At BV without FV adjustment and with current surrender charge of 5% or more		—		—		—		—
At fair value		—		—		694,225		694,225
At BV without FV adjustment and with current surrender charge less than 5%		—		—		—		—
Subtotal		—		—		694,225		694,225
Not subject to discretionary withdrawal		—		—		—		—
Total reserves	$	—	$	—	$	694,225	$	694,225

Intelligent Variable Annuity   n    Statement of Additional Information B-71

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

The following is a reconciliation of transfers to or (from) the Company to the Separate Accounts (in thousands):

	2009			2008			2007
Transfers as reported in the Summary of Operations of the Separate Accounts Statement:
Transfers to Separate Accounts	$	382,423		$	297,395		$	321,631
Transfers from Separate Accounts		(306,745	)		(276,707	)		(223,816	)
Net transfers to or (from) Separate Accounts		75,678			20,688			97,815
Reconciling Adjustments:
Fund transfer exchange gain (loss)		(426	)		192			(345	)
Transfers as reported in the Statements of Operations of the Life, Accident & Health Annual Statement	$	75,252		$	20,880		$	97,470

Note 12—related party transactions

The majority of services for the operation of the Company are provided at cost by TIAA pursuant to a Service Agreement. Expense reimbursement payments under the Service Agreement are made quarterly by TIAA-CREF Life to TIAA based on TIAA’s costs for providing such services. The Company also reimburses TIAA, at cost, on a quarterly basis for certain investment management services, according to the terms of an Investment Management Agreement.

The Company has a financial support agreement with TIAA. Under this agreement, TIAA will provide support so that TIAA-CREF Life will have the greater of (a) capital and surplus of $250 million, (b) the amount of capital and surplus necessary to maintain the Company’s capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain TIAA-CREF Life’s financial strength rating at least the same as TIAA’s rating at all times. This agreement is not an evidence of indebtedness or an obligation or liability of TIAA and does not provide any creditor of TIAA-CREF Life with recourse to TIAA. The total capital stock owned by and net paid-in-capital received from TIAA is $360 million. On March 17, 2009, TIAA made a $70 million capital contribution to TIAA-CREF Life in accordance with the financial support agreement.

The Company maintains a $100 million unsecured 364-day revolving line of credit with TIAA. As of December 31, 2009, $30 million of this facility was maintained on a committed basis for which effective May, 2009, the Company paid a commitment fee of 20 basis points on the undrawn committed amount. During 2009, there were 7 draw downs totaling $15 million that were repaid by December 31, 2009. During 2008, there were 17 draw downs totaling $41 million that were repaid by December 31, 2008. As of December 31, 2009 and 2008, outstanding principal plus accrued interest on this line of credit was $0.

The Company subcontracts administrative services for VA-1 and VLI-1 to TIAA pursuant to an Amended and Restated Service Agreement. Teachers Personal Investor Services, a subsidiary of TIAA-CREF Enterprises, Inc. (“Enterprises”) and TIAA-CREF

Individual & Institutional Services, LLC (“Services”), a subsidiary of TIAA, are authorized to distribute contracts for VA-1, VLI-1 and IHA.

Services for funding agreements used to fund certain qualified state tuition programs for which TIAA-CREF Tuition Financing, Inc. (“TFI”), a wholly-owned subsidiary of Enterprises, is the program manager, are provided to TIAA-CREF Life by TFI pursuant to a Service Agreement between the Company and TFI.

Note 13—federal income taxes

Beginning January 1, 1998, the Company began filing a consolidated federal income tax return with its parent and its affiliates. The consolidating companies have a tax-sharing agreement. Under the agreement, current federal income tax expense (benefit) is computed on a separate return basis and provides that members shall make payments or receive reimbursements to the extent that their income (loss) contributes to or reduces consolidated federal tax expense. The consolidating companies are generally reimbursed for net operating losses or other tax attributes they have generated when utilized in the consolidated return. Amounts due from TIAA for federal income taxes were $755 thousand and $206 thousand at December 31, 2009 and 2008, respectively.

The affiliates that file a consolidated federal income tax return with TIAA-CREF Life and its parent are as follows:

TIAA-CREF Enterprises, Inc.

Dan Properties, Inc.

JV Georgia One, Inc.

Teachers Michigan Properties, Inc.

JWL Properties, Inc

Liberty Place Retail, Inc.

ND Properties, Inc.

Savannah Teachers Properties, Inc.

TCT Holdings, Inc.

Teachers Advisors, Inc.

Teachers Boca Properties II, Inc.

Teachers Pennsylvania Realty, Inc.

Oleum Holding Company, Inc.

Teachers Personal Investors Service, Inc.

T-Investment Properties Inc.

T-Land Corp.

WRC Properties, Inc.

TIAA-CREF Tuition Financing, Inc.

TIAA-CREF Trust Company, FSB

730 Texas Forest Holdings, Inc.

TIAA Global Markets, Inc.

T-C Sports Co., Inc.

TIAA Board of Overseers

TIAA Realty, Inc.

TIAA Park Evanston, Inc.

Port Northwest IV Corporation

B-72 Statement of Additional Information   n    Intelligent Variable Annuity

continued

The components of deferred tax assets (“DTA”) and deferred tax liabilities (“DTL”), as of December 31, consisted of the following (in thousands):

	2009								2008
Description	Ordinary			Capital		Total			Ordinary		Capital		Total
Gross deferred tax assets	$	13,560		$	35,121	$	48,681		$	9,839	$	27,266	$	37,105
Statutory valuation allowance		—			—		—			—		—		—
Adjusted gross deferred tax assets		13,560			35,121		48,681			9,839		27,266		37,105
Gross deferred tax liabilities		(2,290	)		—		(2,290	)		—		—		—
Net deferred tax asset/(liability) before admissibility test	$	11,270		$	35,121	$	46,391		$	9,839	$	27,266	$	37,105
Federal Income Taxes recoverable through loss carryback (10.a)	$	2,224		$	—	$	2,224		$	2,131	$	65	$	2,196
Admitted pursuant to par. 10.b.		—			2,608		2,608			—		—		—
Admitted pursuant to par. 10.c.		2,290			—		2,290			—		—		—
Additional admitted pursuant to par. 10.e.i.		3,712			—		3,712			N/A		N/A		N/A
Additional admitted pursuant to par. 10.e.ii.		—			255		255			N/A		N/A		N/A
Additional admitted pursuant to (10.e.iii)		—			—		—			N/A		N/A		N/A
Admitted deferred tax asset		8,226			2,863		11,089			2,131		65		2,196
Deferred tax liability		(2,290	)		—		(2,290	)		—		—		—
Net admitted DTA or DTL	$	5,936		$	2,863	$	8,799		$	2,131	$	65	$	2,196
Nonadmitted DTA	$	5,334		$	32,258	$	37,592		$	7,708	$	27,201	$	34,909

For 2009 the Company has admitted DTAs pursuant to paragraph 10.e of SSAP No. 10R. No such election existed in 2008.

The Company recorded an increase in admitted DTAs as the result of its election to employ the provisions of paragraph 10.e. as follows (in thousands):

	Increase (Decrease) during 2009
Description	Ordinary			Capital			Total
Gross deferred tax assets	$	3,721		$	7,855		$	11,576
Statutory valuation allowance		—			—			—
Adjusted gross deferred tax assets		3,721			7,855			11,576
Gross deferred tax liabilities		(2,290	)		—			(2,290	)
Net deferred tax asset before admissibility test	$	1,431		$	7,855		$	9,286
Federal income taxes recoverable through loss carryback (10.a)	$	93		$	(65	)	$	28
Admitted pursuant to par. 10.b.		—			2,608			2,608
Admitted pursuant to par. 10.c.		2,290			—			2,290
Additional admitted pursuant to par. 10.e.i.		3,712			—			3,712
Additional admitted pursuant to par. 10.e.ii.		—			255			255
Additional admitted pursuant to par. 10.e.iii.		—			—			—
Admitted deferred tax asset		6,095			2,798			8,893
Deferred tax liability		(2,290	)		—			(2,290	)
Change in net admitted DTA or DTL	$	3,805		$	2,798		$	6,603
Change in nonadmitted DTA	$	(2,374	)	$	5,057		$	2,683

The following table provides the Company’s assets, capital and surplus, and Risk Based Capital (“RBC”) information with the DTA calculated under SSAP No. 10R paragraphs 10(a) to (c) and the additional DTA determined under SSAP No. 10R paragraph 10.e as of December 31, 2009 (in thousands):

Description	With Par. 10.a -.c		With Par. 10.e		Difference
Admitted DTAs	$	4,832	$	8,799	$	3,967
Admitted assets	$	3,315,121	$	3,319,088	$	3,967
Statutory surplus	$	349,346	$	353,313	$	3,967
Total adjusted capital	$	349,638	$	353,605	$	3,967
RBC authorized control level	$	16,856

The changes in current income taxes incurred consist of the following major components as of December 31 (in thousands):

Description	2009			2008
Current income tax expense	$	11,997		$	3,889
Tax on capital gains (losses)		—			—
Foreign taxes		—			—
Prior year under accrual (over accrual)		(75	)		116
Federal income taxes incurred	$	11,922		$	4,005

The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and liabilities are as follows (in thousands):

DTAs resulting from book/tax differences in:	December 31, 2009		December 31, 2008		Change			Character
Investments	$	19,319	$	19,997	$	(678	)	Capital
Differences between statutory and tax reserves		4,352		688		3,664		Ordinary
Capital loss carryover		15,803		7,270		8,533		Capital
Deferred acquisition costs		9,200		9,142		58		Ordinary
Other		7		8		(1	)	Ordinary
Gross DTAs		48,681		37,105		11,576
Nonadmitted DTAs	$	37,592	$	34,909	$	2,683

Intelligent Variable Annuity   n    Statement of Additional Information B-73

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

DTLs resulting from book/tax differences in:	December 31, 2009			December 31, 2008		Change			Character
Investments	$	(2,290	)	$	—	$	(2,290	)	Ordinary
Gross DTLs	$	(2,290	)	$	—	$	(2,290	)

The change in net deferred income taxes is composed of the following (in thousands):

Description	December 31, 2009			December 31, 2008		Change
Total deferred tax assets	$	48,681		$	37,105	$	11,576
Total deferred tax liabilities		(2,290	)		—		(2,290	)
Net deferred tax asset	$	46,391		$	37,105		9,286
Tax effect on unrealized (gains) losses							654
Change in net deferred income tax (charge) benefit						$	8,632

The provision for Federal income taxes incurred is different from that which would be obtained by applying the statutory Federal income tax rate to net gains from operations after dividends to policyholders and before Federal income tax. The significant items causing this difference for the year ended December 31, 2009, are as follows (in thousands):

Description	Amount			Tax Effect			Effective Tax Rate
Income before federal income taxes	$	8,522		$	2,983		35.00	%
Dividends received deduction		(1,400	)		(490	)	-5.75	%
Amortization of interest maintenance reserve		(794	)		(278	)	-3.26	%
Prior year true-up		(465	)		(163	)	-1.91	%
Change in surplus in separate account		3,436			1,202		14.11	%
Other		102			36		0.41	%
Total	$	9,401		$	3,290		38.60	%

Federal income tax incurred expense (benefit)	$	11,922		139.89	%
Tax on capital gains (losses)		—		0.00	%
Change in net deferred income tax charge (benefit)		(8,632	)	-101.29	%
Total statutory income taxes	$	3,290		38.60	%

The Company had no operating loss carry forwards or alternative minimum tax credit carry forwards at December 31, 2009.

At December 31, 2009, the Company had $45.2 million capital loss carry forwards which are expiring from 2011 to 2014 of (in thousands):

Year Incurred	Capital Loss		Year of Expiration
2006	$	2,391	2011
2007		1,475	2012
2008		16,905	2013
2009		24,379	2014
Total	$	45,150

The following is income tax expense for the years ended December 31, 2009 and 2008 that is available for recoupment on TIAA’s consolidated federal tax return in the event of future net losses (in thousands):

Year	Ordinary		Capital		Total
2007	$	6,661	$	—	$	6,661
2008		3,814		—		3,814
2009		11,997		—		11,997
Total	$	22,472	$	—	$	22,472

The Company does not have any protective tax deposits on deposit with the Internal Revenue Service under IRC Sec. 6603.

Interpretation No. 48, Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109 (beginning 9/15/2009, collectively known as FASB ASC 740), establishes a minimum threshold for financial statement recognition of the benefits of positions taken in tax returns, and requires certain expanded disclosures. FASB ASC 740 is effective for fiscal years beginning after December 15, 2006 and is to be applied to all open years as of the effective date. Management has evaluated the Company’s tax position under the principles of FASB ASC 740, and has not recorded any uncertain tax benefits as of December 31, 2009 or 2008.

Note 14—pension plan and postretirement benefits

The Company has no employees. The Company’s parent, TIAA allocates employee benefit expenses based on salaries attributable to the Company. The Company’s share of net expense for the qualified defined contribution plan was approximately $1,780 thousand, $1,799 thousand and $1,679 thousand for 2009, 2008 and 2007, respectively and for other postretirement benefit plans was $264 thousand, $200 thousand and $217 thousand for 2009, 2008 and 2007, respectively.

Note 15—policy and contract reserves

Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial formulae. The reserves are based on assumptions for interest, mortality and other risks insured and establish a sufficient provision for all benefits guaranteed under policy and contract provisions.

Personal Annuity Select (“PAS”), a deferred annuity, and Funding Agreements (“FA”) represent 92% of the total General Account reserves in the Company. The general account reserves for these products are established using Commissioners Annuity Reserve Valuation Method (“CARVM”) in accordance with the Standard Valuation Law, NY Regulation 151, Actuarial Guideline 33, Actuarial Guideline 34 and Actuarial Guideline 43 (“AG 43”). In addition, a reserve was maintained in the general account for the PAS’s, the Lifetime Variable Select’s (“LVS”) and the Intelligent Variable Annuity’s (“IVA”) Guaranteed Minimum Death Benefit (“GMDB”) provisions. The reserve for the GMDB was calculated in accordance with Actuarial Guideline 34, Variable Annuity Minimum Guaranteed Death Benefit Reserves and New York State Regulation 151 and was approximately $2,949 thousand at December 31,

B-74 Statement of Additional Information   n    Intelligent Variable Annuity

continued

2008. In 2009, Actuarial Guideline 43 was adopted replacing Actuarial Guideline 34 and Actuarial Guideline 39 which resulted in the reserve for GMDB to be calculated as part of the total annuity reserves and not calculated independently.

For the product, Lifetime Fixed V, base reserves are calculated in accordance with the CARVM as the greatest present values, at the date of valuation, of all future benefits provided for by the contract on any day of each respective contract year. Reserves are based on the Annuity 2000 Table and interest rates on an issue year basis, varying by benefit type.

For deferred annuities in the pay out stage, Single Premium Immediate Annuities (“SPIA”) and supplementary contracts, the path of future guaranteed benefits with the highest present value is used to set policy reserves. For most fixed period annuity contracts (except for certain issues prior to 2002), this present value is calculated using the maximum statutory valuation interest rate for SPIA. Life annuity contracts are valued based on the Annuity 2000 table, and the maximum valuation interest rates on an issue year basis.

For annuities and supplementary contracts, policy and contract reserves are calculated using CARVM in accordance with New York State Regulation 151, Actuarial Guideline 43 for variable annuity products and Actuarial Guideline 33 for all other products. For most annuities which do not contain variable guarantees (payout annuities), the reserves are calculated as the present value of guaranteed benefits using the valuation interest and mortality table. Variable annuity reserves are calculated using AG43 which incorporates a deterministic floor plus a stochastic component for products which contain guaranteed benefits.

Withdrawal characteristics of annuity actuarial reserves and deposit-type contracts at December 31 are as follows ($ in thousands):

	2009				2008
	Amount		Percent		Amount		Percent
Subject to discretionary withdrawal:
At book value without adjustment	$	2,173,268	77.3	%	$	2,007,476	79.5	%
At book value less current surrender charge of 5% or more		3,188	0.1	%		674	0.0	%
At fair value		583,346	20.7	%		465,040	18.4	%
Not subject to discretionary withdrawal		52,170	1.9	%		53,721	2.1	%
Total (gross)		2,811,972	100.0	%		2,526,911	100.0	%
Reinsurance ceded		—				—
Total (net)	$	2,811,972			$	2,526,911

Annuity reserves and deposit-type contract funds for the year ended December 31 are as follows (in thousands):

	2009		2008
General Account:
Total annuities (excluding supplementary contracts with life contingencies)	$	1,194,362	$	1,166,407
Supplementary contracts with life contingencies		661		678
Deposit-type contracts		969,703		887,434
Subtotal		2,164,726		2,054,519
Separate Accounts:
Annuities		644,810		470,204
Supplementary contracts with life contingencies		27		24
Deposit-type contracts		2,409		2,164
Subtotal		647,246		472,392
Total	$	2,811,972	$	2,526,911

For Ordinary Life Insurance (including term plans, universal life and variable universal life), reserves for all policies are calculated in accordance with New York State Insurance Regulation 147 using the 1980 CSO Table or 2001 CSO Table and interest rates of 4.5% and 4.0%. Term conversion reserves are based on TIAA term conversion mortality experience and interest at 4.0%. The Company increased life insurance reserves by an additional $10 million based on an asset adequacy analysis that incorporated input received from the Department.

Liabilities for incurred but not reported life insurance claims and disability waiver of premium claims are based on historical experience and are set equal to a percentage of paid claims. Reserves for amounts not yet due for incurred but not reported disability waiver of premium claims are a percentage of the total Active Lives Disability Waiver of Premium Reserve.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond the date of death. The Company had no policies where the surrender values were in excess of the legally computed reserves at December 31, 2009 and December 31, 2008, respectively. As of December 31, 2009 and 2008, the Company had $22.6 billion and $21.9 billion of insurance in force for which the gross premiums were less than the net premiums according to the standard of valuation set by the State of New York. Premium deficiency reserves related to the above insurance totaled $7,559 thousand and $8,208 thousand at December 31, 2009 and 2008, respectively.

For retained assets, an accumulation account issued from the proceeds of annuity and life insurance policies, reserves are held equal to the current account balances.

The Tabular Interest has been determined by formula as prescribed by the NAIC. The Tabular Less Actual Reserve Released has been determined by formula as prescribed by the NAIC. The Tabular Cost has been determined by formula as described in the instructions prescribed by the NAIC. For Immediate Annuities not involving life contingencies and Supplementary Contracts not involving life contingencies, for each valuation rate of interest, the tabular interest has been calculated as the product of the valuation rate times the mean liability for the year. For all other funds not involving life contingencies, tabular interest has been calculated as the total interest credited to such funds.

Intelligent Variable Annuity   n    Statement of Additional Information B-75

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TIAA-CREF LIFE INSURANCE COMPANY   ⁿ  DECEMBER 31, 2009

Note 16—reinsurance

In 2004, TIAA and TIAA-CREF Life entered into a series of agreements with Metropolitan Life Insurance Company (“MetLife”) including an administrative agreement for MetLife to service the long-term care business of TIAA and TIAA-CREF Life, an indemnity reinsurance agreement where TIAA and TIAA-CREF Life ceded to MetLife 100% of the long-term care liability and an assumption reinsurance agreement where, after appropriate filings in each jurisdiction, MetLife has begun the process of offering the TIAA and TIAA-CREF Life policyholders the option of transferring the liability for policies from TIAA and TIAA-CREF Life to MetLife. At December 31, 2009, there were still premiums in force of $7,739 thousand.

In addition to the MetLife agreements, the Company enters into reinsurance agreements in the normal course of its insurance business to reduce overall risk. The Company remains liable for reinsurance ceded if the reinsurer fails to meet its obligation on the business assumed. All reinsurance is placed with unaffiliated reinsurers. The required liability for reserves ceded to unauthorized reinsurers is secured by letters of credit. The Company does not have reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. Amounts shown in the financial statements are reported net of the impact of reinsurance. The major lines in the accompanying financial statements that were reduced by the effect of these reinsurance agreements include (in thousands):

	2009		2008		2007
Insurance premiums	$	37,271	$	37,468	$	44,915
Increase in policy and contract reserves	$	32,561	$	41,244	$	18,889
Reserves for life and health	$	288,488	$	255,926	$	214,682

Note 17—capital and surplus and shareholders’ dividends restrictions

The portion of unassigned surplus increased or reduced by each item below as of December 31 are as follows (in thousands):

	2009			2008
Net unrealized capital gains (losses)	$	(1,706	)	$	759
Asset valuation reserve	$	616		$	9,418
Deferred federal income tax	$	9,286		$	24,289
Non-admitted assets	$	(8,199	)	$	(25,292	)
Change in liability for reinsurance of unauthorized companies	$	(1,692	)	$	—
Change in accounting principle (Adoption of SSAP 43R)	$	4,290		$	—
Change in accounting principle (Adoption of SSAP 10R)	$	3,967		$	—
Capital contribution	$	70,000		$	—
Change in separate accounts	$	3,436		$	(3	)

Capital: The Company has 2,500 shares of common stock authorized, issued and outstanding. All shares are Class A. The Company has no preferred stock outstanding.

Dividend Restrictions: Under the New York Insurance Law, the Company is permitted without prior insurance regulatory clearance to pay a stockholder dividend as long as the aggregated amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus to policyholders as of the immediately preceding calendar year and (ii) its net gain from

operations for the immediately preceding calendar year (excluding realized investment gains). The Company generally has not paid dividends to its shareholder and has no plans to in 2010.

Note 18—contingencies

It is the opinion of management that any liabilities which might arise from litigation, state guaranty fund assessments, and other matters, over and above amounts already provided for in the financial statements, are not considered material in relation to the Company’s financial position or the results of its operations.

Note 19—subsequent event

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 12, 2010, the date the financial statements were issued. No such items were identified by the Company.

B-76 Statement of Additional Information   n    Intelligent Variable Annuity

INDEX TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
B-78	Report of Management Responsibility
B-79	Report of Independent Auditors
	Statutory–Basis Financial Statements:
B-80	Statements of Admitted Assets, Liabilities and Capital and Contingency Reserves
B-81	Statements of Operations
B-82	Statements of Changes in Capital and Contingency Reserves
B-83	Statements of Cash Flows
B-84	Notes to Statutory–Basis Financial Statements

Intelligent Variable Annuity   n    Statement of Additional Information B-77

REPORT OF MANAGEMENT RESPONSIBILITY

April 12, 2010

To the Policyholders of Teachers Insurance and Annuity Association of America:

The accompanying statutory-basis financial statements of Teachers Insurance and Annuity Association of America (“TIAA”) are the responsibility of management. They have been prepared on the basis of statutory accounting principles, a comprehensive basis of accounting comprised of accounting principles prescribed or permitted by the New York State Insurance Department. The financial statements of TIAA have been presented fairly and objectively in accordance with such statutory accounting principles.

TIAA’s internal control over financial reporting is a process affected by those charged with governance, management and other personnel, designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with statutory accounting principles. TIAA’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with statutory accounting principles, and the receipts and expenditures of the entity are being made only in accordance with authorizations of management and those charged with governance; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining effective internal control over financial reporting. Management assessed the effectiveness of the entity’s internal control over financial reporting as of December 31, 2009, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on that assessment, management concluded that, as of December 31, 2009, TIAA’s internal control over financial reporting is effective based on the criteria established in Internal Control—Integrated Framework.

In addition, TIAA’s internal audit personnel provide regular reviews and assessments of the internal controls and operations of TIAA, and the Vice President of Internal Audit regularly reports to the Audit Committee of the TIAA Board of Trustees.

The independent auditors of PricewaterhouseCoopers LLP have audited the accompanying statutory-basis financial statements of TIAA for the years ended December 31, 2009, 2008 and 2007. To maintain auditor independence and avoid even the appearance of a conflict of interest, it continues to be TIAA’s policy that any management advisory or consulting service, which is not in accordance with TIAA’s specific auditor independence policies designed to avoid such conflicts, be obtained from a firm other than the independent auditor. The independent auditors’ report expresses an opinion on the fairness of presentation of these statutory-basis financial statements.

The Audit Committee of the TIAA Board of Trustees, comprised entirely of independent, non-management trustees, meets regularly with management, representatives of the independent auditor and internal audit personnel to review matters relating to financial reporting, internal controls and auditing. In addition to the annual independent audit of the TIAA statutory-basis financial statements, the New York State Insurance Department and other state insurance departments regularly examine the operations and financial statements of TIAA as part of their periodic corporate examinations.

Roger W. Ferguson, Jr.	Georganne C. Proctor
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer

B-78 Statement of Additional Information   n    Intelligent Variable Annuity

REPORT OF INDEPENDENT AUDITORS

To the Board of Trustees of Teachers Insurance and Annuity Association of America:

We have audited the accompanying statutory-basis statements of admitted assets, liabilities and capital and contingency reserves of Teachers Insurance and Annuity Association of America (the “Company”) as of December 31, 2009 and 2008, and the related statutory-basis statements of operations, changes in capital and contingency reserves, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our financial statement audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2 to the financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Insurance Department of the State of New York, which practices differ from accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory-basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2009 and 2008, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2009.

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and capital and contingency reserves of the Company as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, on the basis of accounting described in Note 2.

As discussed in Note 2 to the financial statements, on December 31, 2009, the Company adopted Statement of Statutory Accounting Principles No. 10R, Income Taxes—Revised, A Temporary Replacement of SSAP No. 10.

As discussed in Note 2 to the financial statements, as of July 1, 2009, the Company adopted Statement of Statutory Accounting Principles No. 43R, Loan-backed and Structured Securities. This statement superceded Statement of Statutory Accounting Principles No. 98, Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments, an Amendment of SSAP No. 43—Loan-backed and Structured Securities, which was previously adopted by the Company on January 1, 2008.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting practices prescribed or permitted by the Insurance Department of the State of New York. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting practices prescribed or permitted by the Insurance Department of the State of New York, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and those charged with governance; and (iii) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent, or detect and correct misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assertion of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management Responsibility. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audit of internal control over financial reporting in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

April 12, 2010

Intelligent Variable Annuity   n    Statement of Additional Information B-79

STATUTORY–BASIS STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND

CONTINGENCY RESERVES

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

	December 31,
(in millions)	2009		2008
ADMITTED ASSETS
Bonds	$	152,406	$	135,680
Mortgage loans		18,135		19,668
Real estate		1,586		1,645
Preferred stocks		133		3,216
Common stocks		3,137		3,017
Other long-term investments		11,985		10,675
Cash, cash equivalents and short-term investments		528		5,553
Investment income due and accrued		1,674		1,522
Separate account assets		9,338		12,473
Net deferred federal income tax asset		2,432		1,381
Other assets		374		407
Total admitted assets	$	201,728	$	195,237
LIABILITIES, CAPITAL AND CONTINGENCY RESERVES
Liabilities
Reserves for life and health insurance, annuities and deposit-type contracts	$	164,526	$	159,649
Dividends due to policyholders		1,717		2,341
Federal income taxes		70		10
Asset valuation reserve		606		332
Interest maintenance reserve		324		502
Separate account liabilities		8,426		12,319
Borrowed money		939		—
Other liabilities		2,276		2,330
Total liabilities		178,884		177,483
Capital and Contingency Reserves
Capital (2,500 shares of $1,000 par value common stock issued and outstanding and $550,000 paid-in capital)		3		3
Surplus notes		2,000		—
Contingency reserves:
For investment losses, annuity and insurance mortality, and other risks		20,030		17,751
Change in accounting principle (Adoption of SSAP 10R)		811		—
Total capital and contingency reserves		22,844		17,754
Total liabilities, capital and contingency reserves	$	201,728	$	195,237

B-80 Statement of Additional Information   n    Intelligent Variable Annuity See notes to statutory–basis financial statements

STATUTORY–BASIS STATEMENTS OF OPERATIONS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

	For the Years Ended December 31,
(in millions)	2009			2008			2007
REVENUES
Insurance and annuity premiums and other considerations	$	11,527		$	14,827		$	10,420
Annuity dividend additions		1,325			2,725			2,495
Net investment income		10,340			10,559			10,828
Other revenue		124			161			159
Total revenues	$	23,316		$	28,272		$	23,902
BENEFITS AND EXPENSES
Policy and contract benefits	$	11,175		$	13,625		$	10,133
Dividends to policyholders		2,646			4,574			4,578
Increase in policy and contract reserves		6,994			11,900			4,820
Net operating expenses		808			831			730
Net transfers (from) to separate accounts		(1,289	)		(4,229	)		1,511
Other benefits and expenses		166			141			198
Total benefits and expenses	$	20,500		$	26,842		$	21,970
Income before federal income taxes and net realized capital losses	$	2,816		$	1,430		$	1,932
Federal income tax (benefit) expense		(58	)		(45	)		348
Net realized capital losses less capital gains taxes, after transfers to the interest maintenance reserve		(3,326	)		(4,451	)		(137	)
Net (loss) income	$	(452	)	$	(2,976	)	$	1,447

See notes to statutory–basis financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-81

STATUTORY–BASIS STATEMENTS OF CHANGES IN CAPITAL AND CONTINGENCY RESERVES

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

(in millions)	Capital Stock and Additional Paid-In Capital		Contingency Reserves			Total
Balance, December 31, 2006	$	3	$	16,347		$	16,350
Net income				1,447			1,447
Net unrealized capital gains on investments				865			865
Change in asset valuation reserve				(698	)		(698	)
Change in net deferred income tax				57			57
Change in non-admitted assets:
Deferred federal income tax asset				55			55
Other assets				(235	)		(235	)
Other, net				4			4
Balance, December 31, 2007	$	3	$	17,842		$	17,845
Net loss				(2,976	)		(2,976	)
Net unrealized capital losses on investments				(2,757	)		(2,757	)
Change in asset valuation reserve				4,104			4,104
Change in net deferred income tax				13,009			13,009
Prior year federal income tax settlement				1,244			1,244
Change in non-admitted assets:
Deferred federal income tax asset				(12,704	)		(12,704	)
Other assets				(3	)		(3	)
Other, net				(8	)		(8	)
Balance, December 31, 2008	$	3	$	17,751		$	17,754
Net loss				(452	)		(452	)
Net unrealized capital gains on investments				910			910
Change in asset valuation reserve				(273	)		(273	)
Change in accounting principle (Adoption of SSAP 43R)				219			219
Change in accounting principle (Adoption of SSAP 10R)				811			811
Change in value of investments in separate accounts				(301	)		(301	)
Change in valuation basis of annuity reserves				2,260			2,260
Change in net deferred income tax				(218	)		(218	)
Change in dividend accrual methodology				155			155
Change in non-admitted assets:
Deferred federal income tax asset				458			458
Other assets				(479	)		(479	)
Issuance of surplus notes				2,000			2,000
Balance, December 31, 2009	$	3	$	22,841		$	22,844

B-82 Statement of Additional Information   n    Intelligent Variable Annuity See notes to statutory–basis financial statements

STATUTORY–BASIS STATEMENTS OF CASH FLOWS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

	For the Years Ended December 31,
(in millions)	2009			2008			2007
CASH FROM OPERATIONS
Insurance and annuity premiums and other considerations	$	11,527		$	14,827		$	10,420
Net investment income		10,073			10,606			10,789
Miscellaneous income		122			162			159
Total Receipts		21,722			25,595			21,368
Policy and contract benefits		11,401			13,533			10,100
Operating expenses		957			979			708
Dividends paid to policyholders		1,789			1,928			1,892
Federal income tax benefit		(119	)		(91	)		(10	)
Net transfers (from) to separate accounts		(243	)		(4,050	)		1,505
Total Disbursements		13,785			12,299			14,195
Net cash from operations		7,937			13,296			7,173
CASH FROM INVESTMENTS
Proceeds from investments sold, matured, or repaid:
Bonds		17,247			13,238			11,663
Stocks		1,085			2,092			3,326
Mortgage loans and real estate		2,440			2,805			5,556
Other invested assets		778			1,981			2,576
Miscellaneous proceeds		79			(27	)		47
Cost of investments acquired:
Bonds		32,719			20,367			21,599
Stocks		1,261			1,062			3,120
Mortgage loans and real estate		1,193			2,390			2,412
Other invested assets		2,075			4,587			4,846
Miscellaneous applications		214			222			163
Net cash used for investments		(15,833	)		(8,539	)		(8,972	)
CASH FROM FINANCING AND OTHER
Issuance of surplus notes		2,000			—			—
Borrowed money		939			(952	)		952
Net deposits on deposit-type contracts funds		54			32			12
Other cash (applied) provided		(122	)		113			(26	)
Net cash used by financing and other		2,871			(807	)		938
NET CHANGE IN CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS		(5,025	)		3,950			(861	)
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR		5,553			1,603			2,464
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS, END OF YEAR	$	528		$	5,553		$	1,603

See notes to statutory–basis financial statements Intelligent Variable Annuity   n    Statement of Additional Information B-83

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA   ⁿ  DECEMBER 31, 2009

Note 1—organization

Teachers Insurance and Annuity Association of America (“TIAA” or the “Company”) was established in 1918 as a legal reserve life insurance company under the insurance laws of the State of New York. All of the outstanding common stock of TIAA is held by the TIAA Board of Overseers (“Board of Overseers”), a not-for-profit corporation incorporated in the State of New York created for the purpose of holding the stock of TIAA. The Company’s primary purpose is to aid and strengthen non-profit educational and research organizations, governmental entities and other non-profit institutions by providing retirement and insurance benefits for their employees and their families and by counseling such organizations and their employees on benefit plans and other measures of economic security.

Note 2—significant accounting policies

BASIS OF PRESENTATION:

The accompanying financial statements have been prepared on the basis of statutory accounting principles prescribed or permitted by the New York State Insurance Department (the “Department”); a comprehensive basis of accounting that differs from generally accepted accounting principles in the United States (“GAAP”). The Department requires insurance companies domiciled in the State of New York to prepare their statutory-basis financial statements in accordance with the National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”), subject to any deviation prescribed or permitted by the Department (“New York SAP”).

The table below provides a reconciliation of the Company’s net income (loss) and capital and contingency reserves between NAIC SAP and the New York SAP annual statement filed with the Department. The primary differences arise because the Company maintains more conservative reserves, as prescribed or permitted by New York SAP, under which annuity reserves are generally discounted on the basis of contractually guaranteed interest rates and mortality tables (in millions).

	2009			2008			2007
Net (Loss) Income, New York SAP	$	(452	)	$	(3,283	)	$	1,429
New York SAP Prescribed Practices:
Federal Income Tax Settlement		—			1,244			—
Additional Reserves for:
Term Conversions		2			2			—
Deferred and Payout Annuities issued after 2000		(312	)		424			490
Net (Loss) Income, NAIC SAP	$	(762	)	$	(1,613	)	$	1,919
Capital and Contingency Reserves, New York SAP	$	22,844		$	17,754		$	17,827
New York SAP Prescribed Practices:
Goodwill/Intangible Asset Limitation		16			20			28
Additional Reserves for:
Term Conversions		13			11			9
Deferred and Payout Annuities issued after 2000		3,497			3,809			3,385
Capital and Contingency Reserves, NAIC SAP	$	26,370		$	21,594		$	21,249

Reconciliations of Net Income and Contingency Reserves: Subsequent to the filing of its New York SAP financial statements, the Company made the following adjustments to the Statutory-Basis financial statements. Reconciliations of TIAA’s net income and contingency reserves between the New York SAP as originally filed and these audited financial statements are shown below (in millions):

	2009			2008			2007
Net (Loss) Income—New York SAP—as filed with Department	$	(452	)	$	(3,283	)	$	1,429
Adjustment to Current Federal Income Taxes		—			—			18
Treatment of Guarantee of Subsidiary Debt		—			307			—
Net (Loss) Income—Audited Financial Statement	$	(452	)	$	(2,976	)	$	1,447

	2009		2008		2007
Capital and Contingency Reserves—New York SAP—as filed with Department	$	22,844	$	17,754	$	17,827
Adjustment to Current Federal Income Taxes		—		—		18
Capital and Contingency Reserves—Audited Financial Statement	$	22,844	$	17,754	$	17,845

Generally Accepted Accounting Principles in the United States: The Financial Accounting Standards Board (“FASB”) dictates the accounting principles for financial statements that are prepared in conformity with GAAP with applicable authoritative accounting pronouncements. As a result, the Company cannot refer to financial statements prepared in accordance with NAIC SAP and New York SAP as having been prepared in accordance with GAAP.

The primary differences between GAAP and NAIC SAP can be summarized as follows:

Under GAAP:

Ÿ The Asset Valuation Reserve (“AVR”) is eliminated as a reserve and the credit-related realized gains and losses are reported in the statement of income on a pretax basis as incurred for securities designated as trading and are reported as a component of equity for securities designated available for sale;

Ÿ The Interest Maintenance Reserve (“IMR”) is eliminated and the realized gains and losses resulting from changes in interest rates are reported as a component of net income rather than being accumulated in and subsequently amortized into income over the remaining life of the investment sold;

Ÿ Dividends on insurance policies and annuity contracts are accrued as the related earnings emerge from operations rather than being accrued in the year when they are declared;

Ÿ Certain assets designated as “non-admitted assets” are included in the GAAP balance sheet rather than excluded from assets in the statutory balance sheet;

Ÿ Policy acquisition costs are deferred and amortized over the lives of the policies issued rather than being charged to operations as incurred;

Ÿ Policy and contract reserves are based on estimates of expected mortality, morbidity, persistency and interest rather than being based on statutory mortality, morbidity and interest requirements;

B-84 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Ÿ Surplus notes are reported as liabilities rather than a component of capital and contingency reserves;

Ÿ Investments in wholly-owned subsidiaries, other entities under the control of the parent, and certain variable interest entities are consolidated in the parent’s financial statements rather than being carried at the parent’s share of the underlying audited GAAP equity or statutory surplus of a domestic insurance subsidiary;

Ÿ Investments in bonds considered to be “available for sale” are carried at fair value rather than at amortized cost;

Ÿ Impairments on securities other than loan-backed and structured securities are recorded as OTTI through earnings for the difference between amortized cost and discounted cash flows when a security is deemed impaired. Other declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity;

Ÿ For loan-backed and structured securities that are other-than-temporarily impaired, declines in fair value related to factors other than credit are recorded as other comprehensive income, which is a separate component of stockholder’s equity;

Ÿ State taxes are included in the computation of deferred taxes. A deferred tax asset is recorded for the amount of gross deferred tax assets expected to be realized in future years, and a valuation allowance is established for deferred tax assets not realizable;

Ÿ For purposes of calculating the defined benefit and the post-retirement benefit obligations, active participants not currently vested would also be included in determining the liability;

Ÿ Annuities that do not incorporate significant insurance risk are classified as investment contracts and are not accounted for as insurance contracts;

Ÿ Derivatives are generally valued at fair value rather than being accounted for in a manner consistent with the hedged item when hedge accounting is applied. Declines in fair value are recorded through earnings. Derivatives embedded in host contracts are accounted for separately like a freestanding derivative if certain criteria are met. Replication (synthetic asset) transactions (“RSAT”) are not recognized;

Ÿ Certain reinsurance transactions are accounted for as financing transactions under GAAP and as reinsurance for statutory purposes. Assets and liabilities are reported gross of reinsurance for GAAP and net of reinsurance for statutory purposes.

The Company assumes that the effects of these differences, while not determined, are presumed to be material.

Use of Estimates: The preparation of statutory-basis financial statements requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities at the date of the financial statements. Management is also required to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

ACCOUNTING POLICIES:

The following is a summary of the significant accounting policies followed by the Company:

Investments: Publicly traded securities are accounted for as of the date the investments are purchased or sold (trade date). Other investments are recorded on the settlement date. Realized capital gains and losses on investment transactions are accounted for under the specific identification method. A realized loss is recorded when an impairment is considered to be other-than-temporary.

Bonds: Corporate bonds are stated at amortized cost using the current effective interest method. Corporate bonds that are held for sale or rated NAIC 6 or non-agency RMBS determined by the NAIC guidelines are held are stated at the lower of amortized cost or fair value. For other-than-temporary impairments, the cost basis of a corporate bond is written down as a realized loss to fair value.

Included within bonds are loan-backed and structured securities. For these securities, estimated future cash flows and expected repayment schedules are used to calculate income including amortization for loan-backed and structured securities on the prospective method. Loan-backed and structured securities not in default are stated at amortized cost. Loan-backed and structured securities held for sale or rated NAIC 6 or non-agency RMBS determined by the NAIC guidelines are held at the lower of amortized cost or fair value. The carrying value of loan-backed and structured securities in default is based upon estimated cash flows discounted at the current effective yield when the intent and ability exists to hold the security until recovery of that value otherwise such securities are carried at the lower of carrying or fair value.

Preferred Stocks: Preferred stocks are stated at amortized cost unless they have an NAIC rating designation of 4, 5 or 6, which are stated at the lower of amortized cost or fair value.

Common Stocks: Common stocks of unaffiliated companies are stated at fair value, which is based on quoted market prices. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models.

Mortgage Loans: Mortgage loans are stated at amortized cost, net of valuation allowances, except that purchase money mortgages are stated at the lower of amortized cost or ninety percent of appraised value. Mortgages held for sale are stated at the lower of amortized cost or fair value. A mortgage is evaluated for impairment when it is probable that the receipt of contractual payments of principal and interest may not occur when scheduled. If the impairment is considered to be temporary, a valuation reserve is established for the excess of the carrying value of the mortgage over its estimated fair value. Changes in valuation reserves for mortgages are included in net unrealized capital gains/losses on investments. When an event occurs resulting in an impairment that is other-than-temporary, a direct write-down is recorded as a realized loss and a new cost basis is established.

Real Estate: Real estate occupied by the Company and real estate held for the production of income is carried at depreciated cost, less encumbrances. Real estate held for sale is carried at the lower of depreciated cost or fair value, less encumbrances, and

Intelligent Variable Annuity   n    Statement of Additional Information B-85

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

estimated costs to sell. The Company utilizes the straight-line method of depreciation on real estate. Depreciation is generally computed over a forty-year period. A real estate property may be considered impaired when events or circumstances indicate that the carrying value may not be recoverable. When the Company determines that an investment in real estate is impaired, a direct write-down is made to reduce the carrying value of the property to its estimated fair value based on an external appraisal, net of encumbrances, and a realized loss is recorded.

Wholly-Owned Subsidiaries: Investments in wholly-owned subsidiaries are stated at the value of their underlying net assets as follows: (1) domestic insurance subsidiaries are stated at the value of their underlying statutory surplus and (2) non-insurance subsidiaries are stated at the value of their underlying audited GAAP equity. Dividends and distributions from subsidiaries are recorded in investment income and changes in the equity of subsidiaries are recorded directly to surplus as unrealized gains or losses.

Limited Partnerships and Limited Liability Companies: Investments in limited partnerships and limited liability companies are carried at TIAA’s percentage of the underlying GAAP equity as reflected on the respective entity’s audited financial statements. An unrealized loss is deemed to be other-than-temporary when there is limited ability to recover the loss. A realized loss is recorded for other-than-temporary impairments.

Short-Term Investments: Short-term investments (debt securities with maturities of one year or less at the time of acquisition) that are not impaired are stated at amortized cost using the interest method. Short-term investments that are impaired are stated at the lower of amortized cost or fair value.

Cash Equivalents: Cash equivalents are short-term, highly liquid investments with original maturities of three months or less at date of purchase, and are stated at amortized cost.

Policy Loans: Policy loans are stated at outstanding principal balances.

Separate Accounts: Separate Accounts are established in conformity with insurance laws and are segregated from the Company’s general account and are maintained for the benefit of the separate account contract holders.

Foreign Currency Transactions and Translation: Investments denominated in foreign currencies and foreign currency contracts are valued in U.S. dollars, based on exchange rates at the end of the relevant period. Investment transactions in foreign currencies are recorded at the exchange rates prevailing on the respective transaction dates. All other asset and liability accounts that are denominated in foreign currencies are adjusted to reflect exchange rates at the end of the relevant period. Realized and unrealized gains and losses due to foreign exchange transactions and translation adjustments, are not separately reported but are collectively included in realized and unrealized capital gains and losses, respectively.

Derivative Instruments: The Company has filed a Derivatives Use Plan with the Department. This plan details the Company’s derivative policy objectives, strategies, controls and any restrictions placed on various derivative types. The plan also specifies the procedures and systems that the Company has es-

tablished to evaluate, monitor and report on the derivative portfolio in terms of valuation, hedge effectiveness and counterparty credit quality. The Company may use derivative instruments for hedging, income generation, and asset replication purposes. Derivatives used by the Company include foreign currency, interest rate and credit default swaps, foreign currency forwards, options and interest rate cap contracts.

The carrying value of a derivative position may be at cost or fair value, depending on the type of instrument and accounting status. Hedge accounting is applied for some foreign currency swaps that hedge fixed income investments carried at amortized cost. The foreign exchange premium or discount for these foreign currency swaps is amortized into income and a currency translation adjustment computed at the spot rate is recorded as an unrealized gain or loss. The derivative component of a Replication Synthetic Asset Transaction is carried at unamortized premiums received or paid, adjusted for any impairments. Derivatives used in hedging transactions where hedge accounting is not being utilized are carried at fair value.

Non-Admitted Assets: For statutory accounting purposes, certain assets are designated as non-admitted assets (principally furniture and equipment, leasehold improvements, prepaid expenses, and a portion of deferred federal income tax assets (“DFIT”)). Investment-related non-admitted assets totaled $418 million and $305 million at December 31, 2009 and 2008, respectively. The non-admitted portion of the DFIT asset was $13,522 million and $14,671 million at December 31, 2009 and 2008, respectively. Other non-admitted assets were $684 million and $318 million at December 31, 2009 and 2008, respectively. Changes in non-admitted assets are charged or credited directly to surplus.

Furniture and Fixtures, Equipment, Leasehold Improvements and Computer Software: Electronic data processing equipment (“EDP”), computer software, furniture and equipment which qualify for capitalization are depreciated over the lesser of its useful life or 3 years. Office alterations and leasehold tenant improvements which qualify for capitalization are depreciated over the lesser of its useful life or 5 years and the remaining life of the lease, respectively.

Accumulated depreciation of EDP equipment and computer software was $440 million and $340 million at December 31, 2009 and 2008, respectively. Related depreciation expenses allocated to TIAA were $37 million, $38 million and $35 million in 2009, 2008 and 2007, respectively. Accumulated depreciation of all furniture and equipment and leasehold improvements, which is non-admitted, was $396 million and $346 million at December 31, 2009, and 2008, respectively. Related depreciation expenses allocated to TIAA was $56 million, $19 million and $14 million in 2009, 2008 and 2007, respectively.

Premiums: Life insurance premiums are recognized as revenue over the premium-paying period of the related policies. Annuity considerations are recognized as revenue when received. Expenses incurred with acquiring new business are charged to operations as incurred. Amounts received or paid under contracts, which do not contain any life contingencies, are recorded as an adjustment to the liability for deposit-type funds and not reflected in the Statutory-Basis Statements of Operations.

B-86 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Policy and Contract Reserves: The Company offers a range of group and individual annuities and individual life policies. Policy and contract reserves for such products are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial formulae. The reserves established utilize assumptions for interest, mortality and other risks insured. Such reserves are established to provide for adequate contractual benefits guaranteed under policy and contract provisions.

During 2009, TIAA received approval from the Department to change the valuation basis on a portion of its payout annuity reserves. These reserves, which had previously been calculated on the basis of interest at either 1.5% or 2.5%, with mortality on the basis of either the 1983 Table A with ages set back 9 years or the Annuity 2000 Table with ages set back either 9 or 12 years, will henceforth be valued on the basis of interest at 2.5% with mortality in accordance with the Annuity 2000 Table with ages set back 4 years. This reserve modification had the net effect of reducing beginning of year 2009 reserves by approximately $2.26 billion.

Liability for deposit-type contracts, which do not contain any life contingencies, are equal to deposits received and interest credited to the benefit of contract holders, less withdrawals that represent a return to the contract holder.

Dividends Due to Policyholders: Dividends on insurance policies and pension annuity contracts in the payout phase are declared by the TIAA Board of Trustees (the “Board”) in the fourth quarter of each year, and such dividends are credited to policyholders in the following calendar year. Dividends on pension annuity contracts in the accumulation phase are declared by the Board in February of each year, and such dividends on the various existing vintages of pension annuity contracts in the accumulation phase are credited to policyholders during the ensuing twelve month period beginning March 1.

Application of New Accounting Pronouncements: SSAP No. 43R—Loan-backed and Structured Securities—Revised, effective September 30, 2009, which superceded SSAP No. 98—Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments, an Amendment of SSAP No. 43—Loan-backed and Structured Securities, provides statutory accounting guidance for loan-backed and structured securities and incorporates certain principles underlying recent changes in GAAP other-than-temporary impairment (“OTTI”) guidance for statutory reporting. The financial impact in 2009 of the adoption of SSAP No. 43R at September 30, 2009, by TIAA, was a $219 million increase in surplus as an adjustment as of July 1, 2009 and is recognized as a cumulative effect due to a change in accounting principle.

SSAP No. 43R guidance results in an OTTI recorded through earnings for the difference between amortized cost and the present value of discounted cash flows. Declines in fair value related to non-credit declines are not recognized in earnings and require disclosure only if the entity has the intent and ability to hold to recovery. The guidance requires a recognized realized loss recorded in earnings for the difference between fair value and amortized cost if the entity intends or is required to sell the investment at the measurement date. The entity is required to evaluate discounted cash flows quarterly to assess credit deterioration.

For reporting periods beginning on or after January 1, 2009, SSAP No. 98—Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments, an Amendment of SSAP No. 43—Loan-backed and Structured Securities established statutory accounting principles for impairment analysis and subsequent valuation of loan-backed and structured securities. The change resulting from the adoption of this statement was accounted for prospectively. No cumulative effect adjustments or application of the new guidance to prior events or periods were required. The Company elected to early adopt SSAP No. 98 which resulted in an additional $469 million of realized losses being recognized at December 31, 2008.

SSAP No. 10R—Revised, Income Taxes, is effective as of December 31, 2009 for the 2009 annual financial statements and the 2010 interim and annual financial statements only. For entities that meet specified capital requirements, the revised statement increases the admitted deferred federal income tax asset ceiling by increasing the limit from 10 to 15 percent of capital and surplus and by extending the recoverable period from 1 to 3 years. The change resulting from the modification of this statement is accounted for as a change in accounting principle. The adoption of SSAP No. 10R resulted in an additional $811 million of admitted deferred tax assets recognized as of December 31, 2009. A recommendation by the NAIC on the appropriate determination for admitting deferred tax assets for reporting periods after December 31, 2010 will be made at a later date.

For reporting periods beginning on or after January 1, 2009, SSAP No. 99—Accounting for Certain Securities Subsequent to an Other-Than-Temporary Impairment, establishes standards for the treatment of premiums or discounts applicable to certain securities subsequent to the recognition of an OTTI. The other-than-temporarily impaired security is recorded as if the security had been purchased on the measurement date of the other-than-temporary impairment. The discount or reduced premium associated with the other-than-temporary impaired security, based on the new cost basis, is amortized over the remaining life of the security, to the extent recoverable, in a prospective manner based on the amount and timing of future estimated cash flows. The change resulting from the adoption of this statement is accounted for prospectively. No cumulative effect adjustment or application of the new guidance to prior events or periods is required.

For reporting periods ending on or after December 31, 2007, SSAP No. 97—Investment in Subsidiary, Controlled, and Affiliated Entities, A Replacement of SSAP No. 88, was implemented. The statement establishes statutory accounting principles for investments in subsidiaries, controlled and affiliated entities (“SCA”). SSAP No. 97 clarified the basis that a company could use to value its equity investment in its investment subsidiaries. The initial application of this statement resulted in a $249.5 million increase in non-admitted assets at December 31, 2007.

For reporting periods ending December 31, 2007 and thereafter, SSAP No. 96—Settlement Requirements for Intercompany Transactions, An Amendment to SSAP No. 25, became effective. This statement established a statutory aging threshold for admission of loans and advances to related parties outstanding as of the reporting date. The statement requires transactions between related parties to be in the form of a written agreement and must

Intelligent Variable Annuity   n    Statement of Additional Information B-87

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

provide for timely settlement of amounts owed, with a specific due date. This change resulted in a $30.5 million increase in non-admitted assets at December 31, 2007.

The NAIC issued modifications to allow multiple market based valuations to be utilized as an alternative to published SVO unit prices. The Company adopted this guidance effective December 31, 2008.

The NAIC issued additional disclosure requirements for credit derivatives, amendments to SSAP No. 86—Accounting for Derivatives Instruments and Hedging Activities and SSAP No. 5—Liabilities, Contingencies and Impairments of Assets. The Company adopted this guidance effective December 31, 2008.

Note 3—long-term bonds, preferred stocks, and common stocks

The carrying value, amortized cost, estimated fair value, and unrealized gains and losses of long-term bonds, preferred stocks, and common stocks at December 31, 2009 are shown below (in millions):

					Gross Unrealized
	Carrying Value		Amortized Cost		Gains		Losses			Estimated Fair Value
Bonds:
U.S. Governments	$	15,582	$	15,582	$	480	$	(104	)	$	15,958
All Other Governments		2,623		2,623		375		(13	)		2,985
States, Territories and Possessions		278		278		1		(22	)		257
Political Subdivisions of States, Territories, and Possessions		242		242		7		(11	)		238
Special Revenue and Special Assessment, Non-Guaranteed Agencies and Government		33,170		33,170		1,607		(318	)		34,459
Credit Tenant Loans		420		420		28		(7	)		441
Industrial and Miscellaneous		95,589		95,717		4,473		(9,748	)		90,442
Hybrids		3,075		3,075		156		(299	)		2,932
Parent, Subsidiaries and Affiliates		1,427		1,427		29		(48	)		1,408
Total Bonds		152,406		152,534		7,156		(10,570	)		149,120
Preferred Stocks		133		158		10		(42	)		126
Common Stocks Unaffiliated		905		724		209		(28	)		905
Common Stocks Affiliated*		2,232		2,278		329		(339	)		2,268
Total Bonds and Stocks	$	155,676	$	155,694	$	7,704	$	(10,979	)	$	152,419

* Also reported in Note 6 Subsidiaries and Affiliates.

As of January 1, 2009, $2,736 million of hybrid preferred stocks were transferred to the bond portfolio from the preferred stock portfolio due to change in the NAIC requirements for the classification of securities.

The carrying value, amortized cost, estimated fair value, and unrealized gains and losses of long-term bonds, preferred stocks,

and common stocks at December 31, 2008 are shown below (in millions):

					Gross Unrealized
	Carrying Value		Amortized Cost		Gains		Losses			Estimated Fair Value
Bonds:
U.S. Governments	$	5,887	$	5,887	$	1,248	$	(7	)	$	7,128
All Other Governments		1,597		1,597		54		(100	)		1,551
States, Territories and Possessions		1,346		1,346		255		(62	)		1,539
Political Subdivisions of States, Territories, and Possessions		—		—		—		—			—
Special Revenue and Special Assessment, Non-Guaranteed Agencies and Government		30,625		30,625		1,296		(88	)		31,833
Public Utilities		8,503		8,503		267		(615	)		8,155
Industrial and Miscellaneous		87,722		87,761		1,072		(20,137	)		68,696
Total Bonds		135,680		135,719		4,192		(21,009	)		118,902
Preferred Stocks		3,216		3,221		30		(1,090	)		2,161
Common Stocks Unaffiliated		855		937		43		(125	)		855
Common Stocks Affiliated*		2,162		1,895		1,543		(27	)		3,411
Total Bonds and Stocks	$	141,913	$	141,772	$	5,808	$	(22,251	)	$	125,329

* Also reported in Note 6 Subsidiaries and Affiliates.

Impairment Review Process: All securities are subjected to the Company’s process for identifying other-than-temporary impairments. The Company writes down securities that it deems to have an other than temporary impairment in value in the period that the securities are deemed to be impaired, based on management’s case-by-case evaluation of the decline in value and prospects for recovery. Management considers a wide range of factors in the impairment evaluation process, including, but not limited to, the following: (a) the length of time the fair value has been below amortized cost; (b) the financial condition and near-term prospects of the issuer; (c) whether the debtor is current on contractually obligated interest and principal payments; (d) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value or repayment; (e) information obtained from regulators and rating agencies; (f) the potential for impairments in an entire industry sector or sub-sector; and (g) the potential for impairments in certain economically-depressed geographic locations and (h) the potential for impairment based on an estimated discounted cash flow analysis for structured and loan-backed securities. Where impairment is considered to be other-than-temporary, the Company recognizes a write-down as a realized loss and adjusts the cost basis of the security accordingly. The Company does not change the revised cost basis for subsequent recoveries in value. Once an impairment write-down has been recorded, the Company continues to review the impaired security for appropriate valuation on an ongoing basis.

B-88 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Unrealized Losses on Bonds, Preferred Stocks and Common Stocks: The gross unrealized losses and estimated fair values for securities by the length of time that individual securities had been in a continuous unrealized loss position are shown in the table below (in millions):

	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2009
Loan-backed and structured bonds	$	7,704	$	(322	)	$	7,382	$	27,035	$	(9,008	)	$	18,027
Corporate bonds		9,890		(246	)		9,644		12,820		(994	)		11,826
Total bonds	$	17,594	$	(568	)	$	17,026	$	39,855	$	(10,002	)	$	29,853
Common stocks		746		(310	)		436		112		(57	)		55
Preferred stocks		3		(2	)		1		78		(40	)		38
Total bonds and stocks	$	18,343	$	(880	)	$	17,463	$	40,045	$	(10,099	)	$	29,946

	Less than twelve months							Twelve months or more
	Amortized Cost		Gross Unrealized Loss			Estimated Fair Value		Amortized Cost		Gross Unrealized Loss			Estimated Fair Value
December 31, 2008
Loan-backed and structured bonds	$	11,764	$	(2,350	)	$	9,414	$	26,305	$	(12,876	)	$	13,428
Corporate bonds		25,299		(2,512	)		22,787		17,487		(3,271	)		14,217
Total bonds	$	37,063	$	(4,862	)	$	32,201	$	43,792	$	(16,147	)	$	27,645
Preferred stocks		1,500		(517	)		983		1,333		(573	)		760
Common stocks		960		(152	)		808		—		—			—
Total bonds and stocks	$	39,523	$	(5,531	)	$	33,992	$	45,125	$	(16,720	)	$	28,405

As of December 31, 2009, the major categories of securities where the estimated fair value declined and remained below cost for less than twelve months were diversified in residential mortgage-backed securities (35%), U.S. and other governments (24%), commercial mortgage-backed securities (12%) and asset-backed securities (10%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2009, the major categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were diversified in commercial mortgage-backed securities (58%), residential mortgage-backed securities (20%), and asset-backed securities (13%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2008, the major categories of securities where the estimated fair value declined and remained below cost for less than twelve months were diversified in commercial mortgage-backed securities (20%), finance (16%) and residential

mortgage-backed securities (15%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

As of December 31, 2008, the major categories of securities where the estimated fair value declined and remained below cost for twelve months or greater were concentrated in commercial mortgage-backed securities (57%) and residential mortgage-backed securities (12%). The preceding percentages were calculated as a percentage of the gross unrealized loss.

Scheduled Maturities of Bonds: The carrying value and estimated fair value of bond, categorized by contractual maturity, are shown below. Bonds not due at a single maturity date have been included in the preceding table based on the year of final maturity. Actual maturities may differ from contractual maturities because borrowers may prepay obligations with or without call or prepayment penalties. Mortgage-backed and Asset-backed securities are shown separately in the table below, as they are not due at a single maturity date ($ in millions).

	December 31, 2009						December 31, 2008
	Carrying Value		% of Total		Estimated Fair Value		Carrying Value		% of Total		Estimated Fair Value
Due in one year or less	$	1,324	0.9	%	$	1,398	$	2,103	1.5	%	$	2,102
Due after one year through five years		26,454	17.4			28,019		14,903	11.0			14,393
Due after five years through ten years		24,089	15.8			25,366		23,759	17.5			21,474
Due after ten years		29,898	19.6			30,807		26,961	19.9			26,847
Subtotal		81,765	53.7			85,590		67,726	49.9			64,816
Residential mortgage-backed securities		43,905	28.8			43,587		39,512	29.1			38,048
Commercial mortgage-backed securities		18,453	12.1			12,731		21,595	15.9			10,981
Asset-backed securities		8,283	5.4			7,212		6,847	5.1			5,057
Subtotal		70,641	46.3			63,530		67,954	50.1			54,086
Total	$	152,406	100.0	%	$	149,120	$	135,680	100.0	%	$	118,902

Intelligent Variable Annuity   n    Statement of Additional Information B-89

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

Included in the preceding table under asset-backed securities is TIAA’s exposure to sub-prime mortgages totaling approximately $3.2 billion. Sub-prime securities of approximately $2.6 billion or 81% were rated investment grade (NAIC 1 and 2). Sub-prime securities are backed by loans that are in the riskiest category of loans and are typically sold in a separate market from prime loans.

The following table presents the Company’s carrying value and estimated fair value for commercial mortgage-backed securities portfolio (“CMBS”) (in millions):

	December 31, 2009				December 31, 2008
NAIC Designation	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
1	$	12,754	$	10,523	$	18,736	$	10,029
2		3,287		1,422		2,075		621
3		1,280		415		375		130
4		927		299		276		112
5		193		59		96		51
6		12		13		37		38
Total	$	18,453	$	12,731	$	21,595	$	10,981

With respect to the CMBS in the above table, approximately 87% were rated investment grade (NAIC 1 and 2) and approximately 64% were issued prior to 2006 (based on carrying value). While recent market events have resulted in significant illiquidity in the broad CMBS markets and consequently reduced trading activity and valuations available in the marketplace, the majority of the underlying investments in the CMBS portfolio have continued to perform within the Company’s original expectations as of the time of purchase. The Company has continued to maintain its historical procedures surrounding the evaluation of fundamental underwriting and investment standards within its investment portfolios, including investments in CMBS. Additionally, the Company continues to manage the CMBS portfolio to appropriately support its contractual obligations and will recognize impairments when diminishments in fair value are determined to be other than temporary based on evaluations of projected discounted cash flows as prescribed under SSAP 43R. Management continues to actively monitor the market, credit and liquidity risk of the CMBS portfolio as an integral component of its overall asset liability management program.

Included in the Company’s long-term investments are investments with a NAIC designation of 6. The statutory carrying value of these investments and related contractual maturity is listed in the following table (in millions):

	December 31,
	2009		2008
Due in one year or less	$	1	$	24
Due after one year through five years		22		162
Due after five years through ten years		9		184
Due after ten years		—		261
Subtotal		32		631
Residential mortgage-backed securities		8		68
Commercial mortgage-backed securities		12		38
Asset-backed securities		6		107
Total	$	58	$	844

Bond Credit Quality and Diversification: The carrying values of long-term bond investments were diversified by industry classification at December 31 as follows:

	2009		2008
Residential mortgage-backed securities	28.8	%	29.1	%
Commercial mortgage-backed securities	12.1		15.9
Government	10.8		6.4
Manufacturing	8.5		8.5
Finance and financial services	8.1		8.0
Public utilities	7.9		7.4
Asset-backed securities	5.4		5.1
Oil and gas	4.8		4.5
Communications	3.4		3.5
Services	2.7		2.6
Retail and wholesale trade	2.3		2.2
Real estate investment trusts	1.8		2.4
Transportation	1.2		1.2
Mining	1.1		1.2
Revenue and special obligations	1.1		2.0
Total	100.0	%	100.0	%

At December 31, 2009 and 2008, 92.8% and 95.1%, respectively, of the long-term bond portfolio was comprised of investment grade securities.

Troubled Debt Restructuring: During 2009 and 2008, the Company acquired bonds and stocks through troubled debt restructurings with carrying values aggregating $29 million and $19 million, through non-monetary transactions. When restructuring troubled debt, TIAA generally accounts for assets at their fair value at the time of restructuring or at the carrying value of the assets given up if lower. If the fair value is less than the carrying value of the assets given up, the required write-down is recognized as a realized capital loss.

Exchanges: During 2009 and 2008, the Company also acquired bonds and stocks through exchanges with carrying values aggregating $1,564 million and $877 million, of which approximately $0.3 million and $1 million were acquired through non-monetary transactions, respectively. When exchanging securities, TIAA generally accounts for assets at fair value unless the exchange was as a result of restricted 144A’s exchanged for unrestricted securities, which are accounted for at book value.

During 2009 and 2008, TIAA acquired common stocks from other long term private equity fund investment distributions totaling $14 million and $18 million, respectively.

Debt securities amounting to approximately $8 million at December 31, 2009 and 2008 were on deposit with governmental authorities or trustees, as required by law.

For the years ended December 31, 2009 and 2008, the carrying amount of restricted common stock was $34 million for both periods. For the same periods, the carrying amount of restricted preferred stock was $14 million and $10 million, respectively. The restrictions limit share sales, private sales, general partner approval for sale, contractual restrictions and public or free trade restrictions.

For the years ended December 31, 2009 and 2008, the carrying amount of bonds and stocks denominated in a foreign currency

B-90 Statement of Additional Information   n    Intelligent Variable Annuity

continued

was $3,160 million and $3,408 million, respectively. Bonds that totaled $1,221 million and $1,506 million at December 31, 2009 and 2008, respectively, represent amounts due from related parties that are collateralized by real estate owned by TIAA’s investment subsidiaries and affiliates.

LOAN-BACKED SECURITIES

The Company primarily uses third party pricing vendors and to a lesser extent broker quotes in determining the fair value of it loan-backed and structured securities.

Prepayment assumptions for loan-backed and structured securities are based on historical averages drawing from the 3, 6 or 12 month experience for a particular transaction and vary by security type and vintage.

The following table represents the top ten exposures (excluding agency-backed securities) of loan-backed and structured securities as of December 31, 2009 (in millions).

Description	Carrying Value		Estimated Fair Value
DCENT 2009-A1	$	200	$	201
WFMBS 2007-11		186		124
CSMC 2007-C2		155		79
CHAIT 2005-A6		150		148
CNHMT 2009-1A		150		150
MLMT 2007-C1		145		109
MSC 2003-1Q6		140		111
DCENT 2007-A1		139		147
GSMS 2003-C1		137		133
MSC 2007-HQ12		135		88
Total	$	1,537	$	1,290

At December 31, 2008, the Company changed from the retrospective to the prospective method due to negative yields on securities totaling $184 million carrying value.

The following table represents OTTI on loaned-backed and structured securities with the intent to sell and/or the lack of intent to retain or inability to hold for each quarter (in millions).

	1		2				3
	Amortized Cost Basis Before OTTI		2a Interest		2b Non-Interest		Fair Value 1-(2a+2b)
OTTI recognized 1st Quarter
a. Intent to sell	$	41	$	1	$	7	$	33
b. Inability or lack of intent to retain		—		—		—		—
Total 1st Quarter	$	41	$	1	$	7	$	33
OTTI recognized 2nd Quarter
a. Intent to sell	$	17	$	—	$	4	$	13
b. Inability or lack of intent to retain		—		—		—		—
Total 2nd Quarter	$	17	$	—	$	4	$	13

	1		2				3
	Amortized Cost Basis Before OTTI		2a Interest		2b Non-Interest		Fair Value 1-(2a+2b)
OTTI recognized 3rd Quarter
a. Intent to sell	$	42	$	—	$	14	$	28
b. Inability or lack of intent to retain		—		—		—		—
Total 3rd Quarter	$	42	$	—	$	14	$	28
OTTI recognized 4th Quarter
a. Intent to sell	$	44	$	1	$	10	$	33
b. Inability or lack of intent to retain		—		—		—		—
Total 4th Quarter	$	44	$	1	$	10	$	33
Annual Aggregate Total			$	2	$	35

The Company did not recognize any OTTI on securities for which it lacked the intent and/or ability to retain.

At December 31, 2009, the Company held loan-backed and structured securities with a recognized other-than-temporary impairment where the present value of cash flows expected to be collected is less than the amortized cost. See Note 24 for listing of securities.

During 2009 the Company sold loan-backed and structured securities with a realized gain of $102 million.

Note 4—mortgage loans

The Company originates mortgage loans that are principally collateralized by commercial real estate. The coupon rates for non-mezzanine commercial mortgage loans originated during 2009 ranged from 4.00% to 8.00% and from 5.94% to 8.43% for 2008.

The Company also acquires mezzanine real estate loans, which are secured by a pledge of direct or indirect equity interests in an entity that owns real estate. There were no mezzanine real estate loans acquired during 2009 and the coupon rate for mezzanine real estate loans acquired during 2008 ranged from 5.83% to 6.96%.

The maximum percentage of any one loan to the value of the property at the time of the loan, exclusive of insured, guaranteed or purchase money mortgages, was 95% and 80% for commercial loans (includes mezzanine loans) for the years ended December 31, 2009 and 2008, respectively.

For the years ended December 31, 2009 and 2008, the carrying value of mezzanine real estate loans was $637 million and $784 million, respectively.

Impairment Review Process: The Company monitors the effects of current and expected market conditions and other factors on the collectability of mortgage loans to identify and quantify any impairment in value. Any impairment is classified as either temporary, for which, a recovery is anticipated, or other-than-temporary. Mortgage loans held to maturity with impaired values at December 31, 2009 and 2008 have been written down to net realizable values based upon independent appraisals of the collateral while mortgage loans held for sale have been written down to the current fair value of the loan, as shown in the table

Intelligent Variable Annuity   n    Statement of Additional Information B-91

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

below. For impaired mortgage loans where the impairments were deemed to be temporary, an allowance for credit losses has been established, as indicated below (in millions):

	2009			2008			2007
Investment in impaired mortgage loans, with temporary allowances for credit losses (at net carried value plus accrued interest)	$	—		$	—		$	—
Related temporary allowances for credit losses	$	—		$	—		$	—
Investment in impaired mortgage loans, net of other-than-temporary impairment losses recognized	$	572		$	259		$	164
Related write-downs for other-than-temporary impairments	$	(91	)	$	(209	)	$	(9	)
Average investments in impaired mortgage loans	$	361		$	185		$	746
Interest income recognized on impaired mortgage loans during the period	$	31		$	14		$	40
Interest income recognized on a cash basis during the period	$	35		$	14		$	50

	2009			2008		2007
Allowance for credit losses:
Balance at the beginning of the period	$	—		$	—	$	—
Additions charged to surplus		333			—		—
Direct write-downs charges against the allowance		(64	)		—		—
Recoveries of amounts previously added to surplus		(269	)		—		—
Balance at the end of the period	$	—		$	—	$	—

Mortgage Loan Diversification: The following tables set forth the commercial mortgage loan portfolio by property type and geographic distribution ($ in millions):

	Commercial Mortgage Loans by Property Type
	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
Shopping centers	$	6,396	35.3	%	$	7,084	36.0	%
Office buildings		6,050	33.3			6,312	32.1
Industrial buildings		2,791	15.4			3,390	17.3
Apartments		1,378	7.6			1,438	7.3
Hotel		505	2.8			513	2.6
Land		385	2.1			120	0.6
Mixed use		363	2.0			672	3.4
Other		267	1.5			139	0.7
Total	$	18,135	100.0	%	$	19,668	100.0	%

	Commercial Mortgage Loans by Geographic Distribution
	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
Pacific	$	4,908	27.1	%	$	5,602	28.4	%
South Atlantic		4,447	24.5			4,628	23.5
Middle Atlantic		2,576	14.2			2,514	12.8
North Central		2,168	12.0			2,570	13.1
South Central		2,070	11.4			2,252	11.4
New England		742	4.0			755	3.8
Mountain		687	3.8			783	4.0
Other		537	3.0			564	3.0
Total	$	18,135	100.0	%	$	19,668	100.0	%

Regional classification is based on American Council of Life Insurers regional chart. See below for details of regions.

Pacific states are AK, CA, HI, OR and WA

South Atlantic states are DE, DC, FL, GA, MD, NC, SC, VA and WV

Middle-Atlantic states are PA, NJ and NY

South Central states are AL, AR, KY, LA, MS, OK, TN and TX

North Central states are IA, IL, IN, KS, MI, MN, MO, NE, ND, OH, SD and WI

New England states are CT, MA, ME, NH, RI and VT

Mountain states are AZ, CO, ID, MT, NV, NM, UT and WY

Other comprises investments in foreign countries, primarily in Canada.

At December 31, 2009 and 2008, approximately 21.3% and 23.7% of the mortgage loan portfolio, respectively, was invested in California and was included in the Pacific region shown above.

Scheduled Mortgage Loan Maturities: At December 31, 2009, contractual maturities for mortgage loans were as follows ($ in millions):

	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
Due in one year or less	$	1,800	9.9	%	$	1,625	8.2	%
Due after one year through five years		7,462	41.2			7,704	39.2
Due after five years through ten years		8,111	44.7			9,399	47.8
Due after ten years		762	4.2			940	4.8
Total	$	18,135	100.0	%	$	19,668	100.0	%

Actual maturities may differ from contractual maturities because borrowers may have the right to prepay mortgages, although prepayment premiums may be applicable.

There were no troubled debt restructurings during the periods ended December 31, 2009 or 2008. When restructuring mortgage loans, TIAA generally requires participation features, yield maintenance stipulations, and/or the establishment of property-specific escrow accounts funded by the borrowers. With respect to impaired loans, the Company accrues interest income to the extent it is deemed collectible. Due and accrued income on any mortgage in default for more than 180 days is non-admitted. Cash received on impaired mortgage loans that are performing according to their contractual terms is applied in accordance with those terms. For mortgage loans in the process of foreclosure, cash received is initially held in suspense and applied as return of principal at the time that the foreclosure process is completed, or the mortgage is otherwise disposed. There were no mortgage loans with interest more than 180 days past due at December 31, 2009 or 2008.

During 2009 and 2008, the Company did not reduce the interest rate of any outstanding loans.

The Company has no Reverse Mortgages as of December 31, 2009 or 2008.

Mortgage loans that totaled $14 million and $180 million at December 31, 2009 and 2008, respectively, represent the carrying value of amounts due from related parties that are collateralized by real estate owned by TIAA investment subsidiaries and affiliates.

B-92 Statement of Additional Information   n    Intelligent Variable Annuity

continued

For the years ended December 31, 2009 and 2008, the carrying value of mortgage loans denominated in foreign currency was $453 million and $507 million, respectively.

The Company does not underwrite nor does it hold sub-prime mortgages in the commercial mortgage portfolio and does not have any material indirect exposure from sub-prime lenders who are tenants in buildings that are secured by commercial mortgages.

Note 5—real estate

The Company makes investments in commercial real estate directly, through wholly owned subsidiaries and through real estate limited partnerships. The Company monitors the effects of current and expected market conditions and other factors on its real estate investments to identify and quantify any impairment in value. TIAA assesses assets to determine if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. TIAA evaluates the recoverability of income producing investments based on undiscounted cash flows and then reviews the results of an independent third party appraisal to determine the fair value and if an adjustment is required. Internal estimates of value can be used to determine fair value when a third party appraisal is pending completion. Third party appraisals are also utilized to determine write downs on land investments held for development. Other-than-temporary impairments for real estate investments for the years ended December 31, 2009, 2008 and 2007 were $52 million, $23 million and $0, respectively and these amounts are included in the impairment table in Note 9. At December 31, 2009 and 2008, TIAA’s directly owned real estate investments of $1,586 million and $1,645 million, respectively, were carried net of third party mortgage encumbrances, which totaled approximately $128 million and $160 million, respectively.

At December 31, the carrying values of the directly owned real estate portfolio were diversified by property type and geographic region as follows ($ in millions):

	Directly Owned Real Estate by Property Type
	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
Office buildings	$	957	60.4	%	$	1,033	62.8	%
Industrial buildings		289	18.2			257	15.6
Mixed-use projects		177	11.2			182	11.0
Apartments		105	6.6			107	6.5
Land under development		43	2.7			51	3.1
Retail		13	0.8			13	0.8
Land		2	0.1			2	0.2
Total	$	1,586	100.0	%	$	1,645	100.0	%

	Directly Owned Real Estate by Geographic Distribution
	December 31, 2009				December 31, 2008
	Carrying Value		% of Total		Carrying Value		% of Total
South Atlantic	$	608	38.3	%	$	622	37.8	%
North Central		284	17.9			291	17.7
Middle Atlantic		193	12.2			233	14.2
Pacific		177	11.2			209	12.7
South Central		154	9.7			133	8.0
Other		135	8.5			124	7.6
Mountain		35	2.2			33	2.0
Total	$	1,586	100.0	%	$	1,645	100.0	%

At December 31, 2009 and 2008, approximately 18.7% and 18.4% of the real estate portfolio, respectively, were invested in Florida and was included in the South Atlantic region shown above.

Depreciation expense on directly owned real estate investments for the years ended December 31, 2009, 2008 and 2007, was $61 million, $60 million and $53 million, respectively. The amount of accumulated depreciation at December 31, 2009, 2008 and 2007 was $422 million, $374 million and $328 million, respectively.

There were no real estate properties acquired via the assumption of debt or in satisfaction of debt during 2009 or 2008.

The Company’s real estate portfolio does not have any material exposure from sub-prime lenders who are tenants in the buildings that are directly owned.

The Company does not engage in retail land sales operations.

Note 6—subsidiaries and affiliates

TIAA’s investment subsidiaries and affiliates have been created for legal or other business reasons and are primarily involved in real estate and securities investment activities for the Company. The larger investment subsidiaries and affiliates are ND Properties, Inc., TIAA Realty, Inc., WRC Properties, Inc., Mansilla Participacoes LTDA, Ceres Agricultural Properties, LLC and 485 Properties, LLC (in millions):

	2009		2008			2007
Net carrying value	$	4,671	$	4,456		$	4,550
Other than temporary impairment	$	138	$	5		$	9
Net investment income (distributed from investment subs and aff.)	$	36	$	82		$	132
Amounts due from (to) subsidiaries and affiliates	$	1	$	(31	)	$	2

The 2009 other than temporary impairments relate to a decline in equity value of subsidiaries for which the carrying value is not expected to recover and impaired real estate investments that were written down to fair value.

TIAA’s operating subsidiaries and affiliates primarily consist of TIAA-CREF Tuition Financing, Inc. (“TFI”), Teachers Personal Investors Services (“TPIS”) and Teachers Advisors, Inc. (“Advisors”) which are wholly-owned subsidiaries of TIAA-CREF Enterprises, Inc. (“Enterprises”) a wholly-owned subsidiary of TIAA, TIAA-CREF Trust Company, FSB (“Trust”), TIAA-CREF Individual & Institutional Services LLC (“Services”), TIAA-CREF Asset Management Commingled Funds Trust I

Intelligent Variable Annuity   n    Statement of Additional Information B-93

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

(“TCAM”), TIAA-CREF Investment Management, LLC (“Investment Management”), TIAA Global Markets, Inc. (“TGM”), TIAA-CREF Redwood, LLC, TIAA Global Public Investments, LLC, Oleum Holding Company, LLC, and Active Extension Funds I, II and III which are also wholly-owned subsidiaries of TIAA (in millions):

	2009		2008		2007
Net carrying value	$	1,213	$	480	$	810
Other than temporary impairment	$	27	$	141	$	56
Net investment income (distributed from investment subs and aff.)	$	—	$	—	$	—
Amounts due from subsidiaries and affiliates	$	45	$	37	$	121

The 2009 other than temporary impairments relate to a decline in equity value of subsidiaries for which the carrying value is not expected to recover.

TIAA discloses the contingencies and guarantees of TGM, TCAM and TIAA-CREF Life in Note 21.

To conform to the NAIC Annual Statement presentation, the Company’s share of net carrying value of these entities is reported as affiliated common stock or as other long-term investments.

The financial statements of these subsidiaries are not audited and TIAA has limited the value of these subsidiaries to the value contained in the financials of the underlying investments which will be audited, including adjustments required by SSAP No. 97, of SCA entities and/or non-SCA SSAP No. 48 valued in accordance with paragraphs 17 through 20 of SSAP No. 97. All liabilities, commitments, contingencies, guarantees or obligations of these subsidiaries, which are required to be recorded as liabilities, commitments, contingencies, guarantees or obligations under applicable accounting guidance, are reflected in TIAA’s determination of the carrying value of the investment in these subsidiaries, if not already recorded in the subsidiaries’ financial statements.

Included in the above tables, the Company holds investments in six indirect non-insurance holding companies, or subsidiaries which are valued by the Company. The following table summarizes the Company’s carrying value in each subsidiary as of December 31, 2009 and 2008 (in millions):

Subsidiary	2009		2008
Mansilla Participacoes LTDA	$	382.6	$	256.2
TIAA Private Equity Alpha, LLC		112.6		84.0
TIAA European Funding Trust		42.1		40.5
Occator Agricultural Properties, LLC		35.3		—
730 Texas Forest Holdings Inc.		0.9		0.9
Demeter Agricultural Properties, LLC		0.4		—
Total	$	573.9	$	381.6

As of December 31, 2009 and 2008, TIAA’s investments in TIAA-CREF mutual funds totaled approximately $457 million and $468 million, respectively. These amounts are reported in the caption “Common Stocks” in the accompanying balance sheets.

Note 7—other long-term investments

The components of TIAA’s carrying value in other long-term investments at December 31 were (in millions):

		2009		2008
Unaffiliated Other Invested Assets	$	6,850	$	6,417
Affiliated Other Invested Assets		4,004		3,044
Contract Loans		930		908
Other Long-Term Assets		201		306
Total other long-term investments	$	11,985	$	10,675

As of December 31, 2009, unaffiliated other invested assets of $6,850 million consist primarily of private equity funds of which $5,604 million invest in securities and $1,035 million invest in real estate related holdings. The remaining $211 million of unaffiliated other invested assets consist of defeased loans. As of December 31, 2009, affiliated other invested assets totaling $4,004 million represents investment subsidiaries totaling $2,811 million of which $1,514 million represents investments in agriculture and timber related holdings, $1,049 million represents investments in real estate related holding and $248 million represents investments in securities related holdings. The remaining $1,193 million of affiliated other invested assets represents operating subsidiaries and affiliates. Other long-term assets of $201 million in the table above consist primarily of $184 million in derivatives.

As of December 31, 2008 unaffiliated other invested assets of $6,417 million consist primarily of private equity funds of which $4,647 million invest in securities and $1,495 million invest in real estate related holdings. The remaining $275 million of unaffiliated other invested assets consist of defeased loans. As of December 31, 2008, affiliated other invested assets totaling $3,044 million represents investment subsidiaries totaling $2,605 million of which $1,195 million represents investments in agriculture and timber related holdings, $1,155 million represents investments in real estate related holdings and $255 million represents investments in securities. The remaining $439 million of affiliated other invested assets represents operating subsidiaries and affiliates. Other long-term assets in the table above consist primarily of $299 million in derivatives.

For the years ended December 31, 2009, 2008 and 2007, other-than-temporary impairments in other long-term investments for which the carrying value is not expected to be recovered were $1,005 million, $552 million and $42 million, respectively.

For the years ended December 31, 2009 and 2008, other long-term investments denominated in foreign currency were $1,282 million and $1,411 million, respectively.

The Company holds investments in Low Income Housing Tax Credits (“LIHTC”) which have 2 remaining tax credit years with a required holding period of 15 years. During 2009, the Company recognized $12 million of other-than-temporary impairments as a result of designating LIHTC investments as available for sale. The Company’s investments in LIHTC properties are not currently subject to regulatory review and do not exceed 10% of the Company’s admitted assets.

B-94 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Note 8—commitments

The outstanding obligation for future investments at December 31, 2009, is shown below by asset category (in millions):

	2010		2011		In later years		Total Commitments
Bonds	$	387	$	173	$	116	$	676
Mortgage loans		66		40		2		108
Real estate		5		1		—		6
Stocks		101		65		60		226
Other long-term investments		1,478		1,032		2,668		5,178
Total	$	2,037	$	1,311	$	2,846	$	6,194

The funding of bond commitments is contingent upon the continued favorable financial performance of the potential borrowers and the funding of mortgage and real estate commitments are generally contingent upon the underlying properties meeting specified requirements, including construction, leasing and occupancy. Due to TIAA’s due diligence in closing mortgage commitments, there is a lag between commitment and closing. For other long–term investments, primarily fund investments, there are scheduled capital calls that extend into future years.

Other long-term investment commitments also include the Company’s limited partnership in the Hines Development Fund Limited Partnership (“Development Fund I & II”) whose primary focus is the development and redevelopment of real estate projects in Western Europe. Each of the limited partners made a specified commitment to the fund; the Company committed 130.0 million Euros which is approximately $186.4 million (in U.S. dollars) to Development Fund I and 100.0 million Euros which is approximately $143.3 million (in U.S. dollars) to Development Fund II as of December 31, 2009. The limited partners’ commitments are pledged as collateral to facilitate the financing of the activities of the fund by third parties through equity lines of credit. The limited partners do not anticipate funding their commitments but remain committed to do so should it become necessary for the Development Fund to make cash capital calls.

Note 9—investment income and capital gains and losses

Net Investment Income: The components of net investment income for the years ended December 31 were as follows (in millions):

	2009			2008			2007
Bonds	$	8,956		$	8,232		$	7,901
Mortgage loans		1,204			1,290			1,481
Real estate		272			285			246
Stocks		55			347			512
Other long-term investments		177			692			918
Cash, cash equivalents and short-term investments		28			95			90
Other		—			9			5
Total gross investment income		10,692			10,950			11,153
Less investment expenses		(420	)		(451	)		(448	)
Net investment income before amortization of net IMR gains		10,272			10,499			10,705
Plus amortization of net IMR gains		68			60			123
Net investment income	$	10,340		$	10,559		$	10,828

Due and accrued income excluded from net investment income is as follows: Bonds and Preferred stocks in default; Common stock affiliated related to real estate with rents over 90 days past due; Mortgage loans with amounts greater than the excess of the property value over the unpaid principal balance and on mortgages in default more than eighteen months; and Real estate relating to rent in arrears for more than 90 days. The total due and accrued income excluded from net income was $1 million each for the years 2009, 2008 and 2007.

Future rental income expected to be received under existing real estate leases in effect as of December 31, 2009 (in millions):

	2010		2011		2012		2013		2014		Thereafter		Total
Future rental income	$	145	$	130	$	111	$	91	$	70	$	177	$	724

Realized Capital Gains and Losses: The net realized capital gains (losses) on sales, redemptions and write-downs due to other than temporary impairments for the years ended December 31 were as follows (in millions):

	2009			2008			2007
Bonds	$	(1,913	)	$	(2,822	)	$	(74	)
Mortgage loans		(318	)		(181	)		7
Real estate		(43	)		20			2
Stocks		(90	)		(929	)		77
Other long-term investments		(1,086	)		(546	)		56
Cash, cash equivalents and short-term investments		15			(33	)		5
Total before capital gains taxes and transfers to the IMR		(3,435	)		(4,491	)		73
Transfers to the IMR		109			41			(44	)
Capital gains taxes		—			—			(166	)
Net realized capital losses less capital gains taxes, after transfers to the IMR	$	(3,326	)	$	(4,450	)	$	(137	)

Write-downs of investments resulting from other-than-temporary impairments, included in the preceding table, were as follows for the years ended December 31 (in millions):

	2009		2008		2007
Other-than-temporary impairments:
Bonds	$	2,249	$	2,467	$	339
Mortgage loans		336		211		49
Real estate		52		23		—
Stocks		146		890		100
Other long-term investments		1,005		552		42
Total	$	3,788	$	4,143	$	530

The Company has no contractual commitments to extend credit to debtors owning receivables whose terms have been modified in troubled debt restructurings.

The Company accrues interest income on impaired loans to the extent it is deemed collectible. Due and accrued income, which is deemed collectible, will be admitted in an amount not exceeding the value of the property (less taxes) over the unpaid principal balance of the loan. Any loans in default more than eighteen months will have all due and accrued income non-admitted.

Intelligent Variable Annuity   n    Statement of Additional Information B-95

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

The Company generally holds its investments until maturity. The Company performs periodic reviews of its portfolio to identify investments which may have deteriorated in credit quality to determine if any are candidates for sale in order to maintain a quality portfolio of investments. Investments which are deemed candidates for sale are continually monitored until sold and carried at the lower of amortized cost or fair value. In accordance with the Company’s valuation and impairment process the investment will be monitored quarterly for further declines in fair value at which point an other than temporary impairment will be recorded until actual disposal of the investment. Proceeds from sales of long-term bond investments during 2009, 2008 and 2007 were $5,639 million, $5,099 million and $4,840 million, respectively. Net gains of $658 million, $216 million and $333 million and net losses, excluding impairments considered to be other-than-temporary, of $322 million, $571 million and $68 million were realized during 2009, 2008 and 2007, respectively.

Wash Sales: The Company does not engage in the practice of wash sales. However, in isolated cases management may sell and repurchase securities that meet the definition. As of December 31, 2009 and 2008, TIAA’s wash sales which meet the definition totaled $9 million and $20 million respectively, which is less than 1% of the total bond portfolio.

Unrealized Capital Gains and Losses: The net changes in unrealized capital gains (losses) on investments, resulting in a net increase (decrease) in the valuation of investments for the years ended December 31 were as follows (in millions):

	2009			2008			2007
Bonds	$	86		$	(483	)	$	299
Mortgage loans		66			(172	)		95
Stocks		(16	)		(633	)		92
Other long-term investments		778			(1,474	)		379
Cash, cash equivalents and short-term investments		(4	)		5			—
Total	$	910		$	(2,757	)	$	865

Note 10—securitizations

When TIAA sells bonds and mortgages in a securitization transaction, it may retain interest-only strips, one or more subordinated tranches, residual interest, or servicing rights, all of which are retained interests in the securitized receivables. The Company’s ownership of the related retained interests may be held directly by the Company or indirectly through an investment subsidiary. The retained interests are associated with Special Purpose Entities (“SPEs”) that issue equity and debt which is non-recourse to the Company. Fair value used to determine gain or loss on a securitization transaction is based on quoted market prices, if available; however, quotes are generally not available for retained interests, so the Company either obtains an estimated fair value from an independent pricing service or estimates fair value internally based on the present value of future expected cash flows using management’s best estimates of future credit losses, forward yield curves, and discount rates that are commensurate with the risks involved.

The Company has not initiated any securitization transactions in which it sold assets held on its balance sheet into SPEs during 2009 or 2008. Advisors, an indirect subsidiary of TIAA, provides

investment advisory services for most assets securitized by the Company.

During 2007, TIAA entered into a securitization transaction in which it sold commercial mortgages with a total principal balance of approximately $2,092 million and recognized a gain of approximately $34 million. TIAA received proceeds of approximately $2,009 million and retained subordinated interests with a fair value of approximately $77 million. The total cash flows received on interests retained were approximately $2,017 million for the year ending December 31, 2007. There were no delinquencies or credit losses at December 31, 2009, 2008 and 2007, respectively.

The sensitivity analysis represents changes in the fair value of the securitized assets. The following table summarizes the Company’s retained interests in securitized financial assets from transactions originated since 2000 (in millions):

							Sensitivity Analysis of Adverse Changes in Key Assumptions
Issue Year	Type of Collateral	Carrying Value		Estimated Fair Value			10% Adverse			20% Adverse
2000	Bonds	$	74	$	69	(a)	$	(1	)	$	(2	)
2001	Bonds	$	188	$	188	(b)	$	(3	)	$	(6	)
2002	Bonds	$	2	$	2	(c)	$	—		$	(1	)
2007	Mortgages	$	32	$	6	(d)	$	(1	)	$	(1	)

The key assumptions applied to both the fair values and sensitivity analysis of the retained interests on December 31, 2009 was as follows:

a) The retained interests securitized in 2000 are valued utilizing a discounted cash flow methodology. Discount rates utilized in the valuations ranged from 5.71% to 11.00%. To test valuation sensitivity, the fair values of the retained interests were recalculated using 10% and 20% adverse changes in the implied overall discount rate.

b) The retained interests securitized in 2001 were valued using an independent third-party pricing service. The third-party pricing levels imply yield rates ranging from 1.20% to 193.82% (weighted average rate of 11.68%). To test valuation sensitivity, the fair values of the retained interests were recalculated using 10% and 20% adverse changes in the implied overall discount rate.

c) The retained interests securitized in 2002 were valued based on a broker valuation mark. The valuation level implied a yield rate of 77.06% based upon an internal cash flow projection. To test valuation sensitivity, the fair values of the retained interests were recalculated using 10% and 20% adverse changes in the implied overall discount rate.

d) The retained interests securitized in 2007 were valued using an independent third-party pricing service. The third-party pricing levels imply yield rates ranging from 35.76% to 91.16% (weighted average rate of 59.46%). To test valuation sensitivity, the fair values of the retained interests were recalculated using 10% and 20% adverse changes in the implied overall discount rates.

Note that the sensitivity analysis above does not give effect to any offsetting benefits of financial instruments which may hedge the

B-96 Statement of Additional Information   n    Intelligent Variable Annuity

continued

risks inherent to these financial interests. Additionally, changes in particular assumptions, such as discount rates, may in practice change other valuation assumptions which may magnify or counteract the effect of these disclosed sensitivities.

Note 11—disclosures about fair value of financial instruments

Included in the Company’s financial statements are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or, for certain bonds and preferred stock when carried at the lower of cost or market.

The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Fair values are based on quoted market prices when available. When market prices are not available, fair values are primarily provided by third party pricing service for identical or comparable assets, or through the use of valuation methodologies using observable market inputs. These fair values are generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price. These valuation techniques involve management estimation and judgment for many factors including market bid/ask spreads, and such estimations may become significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.

The Company’s financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by ASU 820, Fair Value Measurements and Disclosures. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Ÿ Level 1—Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

Ÿ Level 2—Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument. Such inputs include market interest rates and volatilities, spreads and yield curves.

Ÿ Level 3—Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

The estimated fair value amounts of financial instruments presented in the following tables were determined by the Company using market information available as of December 31, 2009 and December 31, 2008 and appropriate valuation methodologies. However, considerable judgment may be required to interpret market data in developing the estimates of fair value for financial instruments for which there are no available market value quotations. The estimates presented are not necessarily indicative of the amounts the Company could have realized in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following table presents the carrying value and estimated fair value of the Company’s financial instruments (in millions).

	December 31, 2009		December 31, 2008
	Carrying Value	Estimated Fair Value	Carrying Value	Estimated Fair Value
Assets:
Public bonds	116,842	115,143	100,695	91,019
Private bonds	35,564	33,977	34,985	27,883
Total bonds	152,406	149,120	135,680	118,902
Mortgage loans	18,135	17,469	19,668	18,799
Preferred stocks	133	126	3,216	2,161
Common stocks	3,137	3,173	3,017	4,266
Cash, cash equivalents and short-term investments	528	528	5,553	5,553
Contract loans	930	930	908	908
Separate accounts assets	9,338	9,338	12,473	12,473
Derivative financial instruments	97	196	298	332
Liabilities:
Liability for deposit-type contracts	574	574	500	500
Derivative financial instruments	616	613	370	465
Separate accounts liabilities	8,426	8,426	12,319	12,319
Borrowed money	939	937	—	—

Bonds: The fair values for publicly traded long term bond investments were generally determined using prices provided by third party pricing services or valuations from the NAIC. For privately placed long term bond investments without a readily ascertainable market value, such values were determined with the assistance of independent pricing services utilizing a discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions.

Mortgage Loans: The fair values of mortgage loans were generally determined by discounted cash flow methodology based on coupon rates, maturity provisions and credit assumptions.

Intelligent Variable Annuity   n    Statement of Additional Information B-97

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

Preferred Stocks: The fair values of preferred stocks were determined using prices provided by third party pricing services or valuations from the NAIC.

Common Stocks: Fair value of unaffiliated common stock is based on quoted market prices, where available, or prices provided by state regulatory authorities. The Company estimates the fair value of its affiliated common stock by determining the fair value of the underlying assets of the affiliated entities.

Cash, Cash Equivalents, and Short-term Investments: The carrying values were considered reasonable estimates of fair value.

Borrowed Money: Borrowed money is comprised of Term Asset-backed Securities Loan Facility (“TALF”) for which the fair values were determined using prices provided by a third party.

FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS:

The following tables provide information as of December 31, 2009 and December 31, 2008 about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in millions):

	December 31, 2009
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Assets at fair value:
Common stocks	$	643	$	237		$	25	$	905
Derivatives		—		196			—		196
Separate accounts asset, net		1,501		671			7,166		9,338
Total assets at fair value	$	2,144	$	1,104		$	7,191	$	10,439
Liabilities at fair value:
Derivatives	$	—	$	(613	)	$	—	$	(613	)
Total liabilities at fair value	$	—	$	(613	)	$	—	$	(613	)

	December 31, 2008
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
Assets at fair value:
Common stocks	$	581	$	274		$	—	$	855
Derivatives		—		282			—		282
Separate accounts assets, net		951		512			11,010		12,473
Total assets at fair value	$	1,532	$	1,068		$	11,010	$	13,610
Liabilities at fair value:
Derivatives	$	—	$	(195	)	$	—	$	(195	)
Total liabilities at fair value	$	—	$	(195	)	$	—	$	(195	)

Fair values and changes in the fair value of separate account assets generally accrue directly to the policyholders, except for the accumulation units purchased by TIAA and further described in Note 21 and thus there is no net impact to the Company’s revenues and expenses or surplus.

Changes in level 3 assets and liabilities measured at fair value on a recurring basis

The following is a reconciliation of the beginning and ending balances for net assets measured at fair value on a recurring basis using Level 3 inputs at December 31, (in millions):

	2009			2008
Year Ended December 31, 2009	Net Assets			Net Assets
Balance at December 31, 2008:	$	11,010		$	13,823
Total gains or losses (realized/unrealized) included in surplus		(3,613	)		(2,518	)
Other activity		(206	)		(295	)
Balance at December 31, 2009	$	7,191		$	11,010

Separate account net assets consist of directly owned real estate, joint ventures, limited partnerships and a note receivable held by the Real Estate Account (“REA”) net of mortgages issued to REA. The impact on overall surplus is offset by concurrent changes in value in both separate account assets and separate account liabilities in the Company’s Statement of Admitted Assets, Liabilities and Capital and Contingency Reserves, except for the accumulation units purchased by TIAA and further described in Note 21. Other activity consists principally of acquisitions or dispositions of properties or ownership interests and assumptions of mortgages and principal repayments made thereon.

ASSETS MEASURED AT FAIR VALUE ON A NON-RECURRING BASIS:

Certain financial assets are measured at fair value on a non-recurring basis, such as certain bonds and preferred stock valued at the lower of cost or fair value, or investments that are impaired during the reporting period and recorded at fair value on the balance sheet at December 31, 2009 and 2008.

The following tables represent the balances of assets and liabilities measured at fair value on a non-recurring basis and the related net gains and losses for the years ending December 31, for those items (in millions):

	2009
	Level 1		Level 2		Level 3		Total Gains (Losses)
Bonds	$	—	$	82	$	162	$	(308	)
Preferred stocks		—		4		5		(1	)
Mortgage loans		—		—		211		(47	)
Other long-term investments		—		—		58		(90	)
Total	$	—	$	86	$	436	$	(446	)

B-98 Statement of Additional Information   n    Intelligent Variable Annuity

continued

	2008
	Level 1		Level 2		Level 3		Total Gains (Losses)
Bonds	$	—	$	1,353	$	35	$	(1,811	)
Preferred stocks		28		223		3		(524	)
Other long-term investments		—		—		906		(740	)
Total	$	28	$	1,576	$	944	$	(3,075	)

Described below are the Company’s application of the fair value hierarchy to its assets and liabilities carried at fair value on a recurring and non-recurring basis:

Level 1 financial instruments

Unadjusted quoted prices for these securities are provided to the Company by independent pricing services. Common stock and separate account assets in Level 1 primarily include mutual fund investments valued by the respective mutual fund companies and exchange listed equities. Preferred stocks carried on a lower of cost or market basis are those that trade in an active market where prices for identical securities are readily available.

Level 2 financial instruments

Typical inputs to models used by independent pricing services include but are not limited to benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, and industry and economic events. Because most bonds and preferred stocks do not trade daily, independent pricing services regularly derive fair values using recent trades of securities with similar features. When recent trades are not available, pricing models are used to estimate the fair values of securities by discounting future cash flows at estimated market interest rates.

If an independent pricing service is unable to provide the fair value for a security due to insufficient market information, such as for a private placement transaction, the Company will determine the fair value internally using a matrix pricing model. This model estimates fair value using discounted cash flows at a market yield considering the appropriate treasury rate plus a spread. The spread is derived by reference to similar securities, and may be adjusted based on specific characteristics of the security, including inputs that are not readily observable in the market. The Company assesses the significance of unobservable inputs for each security priced internally and classifies that security in Level 2 only if the unobservable inputs are insignificant.

Common stocks included in Level 2 include those which are traded in an inactive market or for which prices for identical securities are not available.

Derivative assets and liabilities classified in Level 2 represent over-the-counter instruments that include, but are not limited to, fair value hedges using foreign currency swaps, foreign currency forwards, interest rate swaps and credit default swaps. Fair values for these instruments are determined internally using market observable inputs that include, but are not limited to, forward currency rates, interest rates, credit default rates and published observable market indices.

Separate account assets in Level 2 consist principally of short term government agency notes and commercial paper. Preferred stocks in Level 2 are those carried on a lower of cost or market basis using daily trade prices based on prices for similar securities observable in the market. Bonds carried in Level 2 are composed of corporate bonds and asset-backed securities.

Level 3 financial instruments

Bonds classified as Level 3 include asset-backed securities that were manually priced. Valuations of separate account net assets and liabilities classified in Level 3 are generally based on discounted cash flow analyses which utilize market rates, but valuation methods may also include cost and comparable sales approaches.

Other long term assets in Level 3 include private equity holdings, real estate partnerships and investment interests in affiliates where carrying values approximate market or where impairments were recorded.

Note 12—derivative financial instruments

The Company uses derivative instruments for economic hedging, income generation, and asset replication purposes. TIAA does not engage in derivative financial instrument transactions for speculative purposes. The Company enters into derivatives directly with counterparties of high credit quality (i.e., rated A-/A3 or better at the date of a transaction) and monitors counterparty credit quality on an ongoing basis. TIAA’s counterparty credit risk is limited to the net positive fair value of its derivative positions for each individual counterparty, unless otherwise described below. Effective January 1, 2003 TIAA adopted SSAP 86, “Accounting for Derivative Instruments and Hedging Activities,” and has applied this statement to all derivative transactions entered into or modified on or after that date. The National Association of Insurance Commissioners (NAIC) has also adopted disclosure requirements included within Accounting Standards Codification 815, “Derivatives and Hedging” (ASC 815) and Accounting Standards Codification 460, “Guarantees” (ASC 460), for annual audited statements in accordance with guidelines provided by the Statutory Accounting Principles Working Group.

Collateral: The Company currently has International Swaps and Derivatives Association (“ISDA”) master swap agreements in place with each counterparty to a derivative transaction. In addition to the ISDA agreement, Credit Support Annexes (“CSA’s”), which are bilateral collateral agreements, have been put in place with eight derivative counterparties. The CSA’s allow TIAA’s exposure to a counterparty to be collateralized by the posting of cash or highly liquid U.S. government securities. As of December 31, 2009, TIAA held cash collateral of $31.5 million from its counterparties. TIAA must also post collateral to the extent its net position with a given counterparty is at a loss relative to the counterparty. As of December 31, 2009, the Company pledged cash collateral of $87 million to its counterparties.

Contingent Features: Certain of the Company’s master swap agreements governing its derivative instruments contain provisions that require the Company to maintain a minimum credit rating from two of the major credit rating agencies. If the Company’s credit rating were to fall below the specified mini-

Intelligent Variable Annuity   n    Statement of Additional Information B-99

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

mum, each of the counterparties to agreements with such requirements could terminate all outstanding derivative transactions between such counterparty and the Company. The termination would require immediate payment of amounts expected to approximate the net liability positions of such transactions with such counterparty. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position on December 31, 2009 is $395.8 million for which the Company has posted collateral of $77.6 million in the normal course of business.

Foreign Currency Swap Contracts: TIAA enters into foreign currency swap contracts to exchange fixed and variable amounts of foreign currency at specified future dates and at specified rates (in U.S. dollars) as a cash flow hedge to manage currency risks on investments denominated in foreign currencies. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. The changes in the carrying value of foreign currency exchange rates are recognized as unrealized gains or losses. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value. The net unrealized loss as of December 31, 2009, from foreign currency swap contracts that do not qualify for hedge accounting treatment was $264.5 million. The net realized loss for the year ended December 31, 2009, from all foreign currency swap contracts was $83.3 million.

Equity Index Options: TIAA purchased out-of-the-money put options on the S&P 500 Index as a hedge of a portion of the General Account equity position against a decline in value. These options are traded over-the-counter and the Company is exposed to both market and counterparty risk. These instruments are carried at fair value. On December 31, 2009, the Company did not hold any Equity Index Options. The net realized gain for the year ended December 31, 2009, from all Equity Index Option contracts was $0.4 million.

Foreign Currency Forward Contracts: TIAA enters into foreign currency forward contracts to exchange foreign currency at specified future dates and at specified rates (in U.S. dollars) to manage currency risks on investments denominated in foreign currencies. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. The changes in the value of the contracts related to foreign currency exchange rates are recognized as unrealized gains or losses. A foreign exchange premium/(discount) is recorded at the time a contract is opened, based on the difference between the forward exchange rate and the spot rate. The Company amortizes the foreign exchange premium/(discount) into investment income over the life of the forward contract or at the settlement date, if the forward contract is less than a year. The net unrealized loss for the year ended December 31, 2009, from foreign currency forward contracts that do not qualify for hedge accounting treatment was $2.6 million. The net realized loss for the year ended December 31, 2009 from foreign currency forward contracts was $11.2 million.

Interest Rate Swap Contracts: TIAA enters into interest rate swap contracts as a cash flow hedge against the effect of interest rate fluctuations on certain variable interest rate bonds. These contracts are designated as cash flow hedges and allow TIAA to

lock in a fixed interest rate and to transfer the risk of higher or lower interest rates. This type of derivative instrument is traded over-the-counter, and the Company is exposed to both market and counterparty risk. TIAA also enters into interest rate swap contracts to exchange the cash flows on certain fixed interest rate bonds into variable interest rate cash flows. These contracts are designated as fair value hedges in connection with certain interest sensitive products. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty at each due date. Net payments received and net payments made or accrued under interest rate swap contracts are included in net investment income. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value. The net unrealized loss for the year ended December 31, 2009, from interest rate swap contracts that do not qualify for hedge accounting treatment was $34.8 million. The net realized gain for the year ended December 31, 2009, from interest rate swap contracts was $12.9 million.

Purchased Credit Default Swap Contracts: The Company purchases credit default swaps (“CDS”) as protection against unexpected adverse credit events on selective investments in the TIAA portfolio. These swap contracts are designated as hedges and the premium payment to the counterparty is expensed as incurred. Derivative instruments used in hedging transactions that do not qualify for hedge accounting treatment are accounted for at fair value. The net unrealized loss for the year ended December 31, 2009, from purchased credit default swap contracts that do not qualify for hedge accounting treatment was $78.9 million. The net realized gain for the year ended December 31, 2009 from all purchased credit default swap contracts was $3.0 million.

Written Credit Default Swaps used in Replication Transactions: A Replication Synthetic Asset Transaction (“RSAT”) is a written credit derivative transaction (the derivative component) entered into concurrently with another fixed income instrument (the cash component) in order to “replicate” the investment characteristics of another instrument (the reference entity).

As part of a strategy to replicate desired credit exposure in conjunction with high-rated host securities, TIAA writes (sells) credit default swaps on either single name corporate credits or credit indices and provides credit default protection to the buyer. This type of derivative instrument is traded over-the-counter, and the Company is exposed to market, credit and counterparty risk. The carrying value of credit default swaps represents the unamortized premium received for selling the default protection. This premium is amortized into investment income over the life of the swap. The Company has negligible counterparty credit risk with the buyer. The net unrealized gain/loss for the year ended December 31, 2009, from written credit default swap contracts that do not qualify for hedge accounting treatment was $0. The net realized loss for the year ended December 31, 2009 from all written credit default swap contracts was $26 million.

Events or circumstances that would require the Company to perform under a written credit derivative position may include, but

B-100 Statement of Additional Information   n    Intelligent Variable Annuity

continued

are not limited to, bankruptcy, failure to pay, debt moratorium, debt repudiation, restructuring of debt and acceleration or default. The maximum potential amount of future payments (undiscounted) the Company could be required to make under the credit derivative is represented by the Notional amount of the contract. Should a credit event occur, the amounts owed to a counterparty by TIAA may be subject to recovery provisions that include, but are not limited to:

1. Notional amount payment by TIAA to Counterparty and delivery of physical security by Counterparty to TIAA.

2. Notional amount payment by TIAA to Counterparty net of contractual recovery fee.

3. Notional amount payment by TIAA to Counterparty net of auction determined recovery fee.

The following table contains information related to replication positions where credit default swaps have been sold by the Company on the Dow Jones North American Investment Grade Bond Series of indexes (DJ.NA.IG). The index is comprised of 125 of the most liquid investment grade credits domiciled in North America and represents a broad exposure to the investment grade corporate market. TIAA has written contracts on the overall index, whereby TIAA is obligated to perform should a credit event occur with any reference entity that comprises the index. TIAA has also written contracts on the “Super Senior” (30% to 100%) Tranche of the Dow Jones North American Investment Grade Bond Series # 9 Index (DJ.NA.IG.9), whereby TIAA is obligated to perform should the default rate of the entire index exceed 30%. The maximum potential amount of future payments (undiscounted) the Company could be required to make under these positions is represented by the notional amount. TIAA will record an impairment (realized loss) on a derivative position if an existing condition or set of circumstances indicates there is limited ability to recover an unrealized loss (in millions).

Asset Class	Term	Notional		Average Annual Premium Received		Fair Value			2009 Impairment
DJ Investment Grade Index	less than 1 year	$	358	0.40	%	$	—		$	(6	)
DJ Investment Grade Index	1-2 years		960	0.43	%		(4	)		(12	)
DJ Investment Grade Index	2-3 years		169	0.35	%		(3	)		(1	)
Super SeniorTranche DJ.NA.IG.9	3-4 years		4,919	0.79	%		95			—
Totals		$	6,406			$	88		$	(19	)

The following table contains information related to Replication positions where Credit Default Swaps have been sold by the Company on individual debt obligations of corporations and sovereign nations. The maximum potential amount of future payments (undiscounted) the Company could be required to make under these positions is represented by the Notional amount. TIAA will record the impairment (realized loss) on a derivative position if an existing condition or set of circumstances indicates there is limited ability to recover an unrealized loss (in millions).

Asset Class	Term	Notional		Average Annual Premium Received		Fair Value		2009 Impairment
Corporate	3-6 years	$	786	0.89	%	$	11	$	(2	)
Sovereign	0–4 years		145	1.53	%		1		—
Total		$	931			$	12	$	(2	)

Intelligent Variable Annuity   n    Statement of Additional Information B-101

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

Information related to the credit quality of replication positions where credit default swaps have been sold by the Company on indexes, individual debt obligations of corporations and sovereign nations appears below. The values are listed in order of their NAIC Credit Designation asset, with a designation of 1 having the highest credit quality and designations of 4 or below having the lowest credit quality based on the underlying asset referenced by the credit default swap (in millions).

RSAT NAIC Designation	Reference Entity Asset Class	RSAT Notional Amount		Derivative Component Fair Value			Cash Component Fair Value		RSAT Fair Value
1 Highest Quality	Index	$	—	$	—		$	—	$	—
	Tranche		4,919		95			5,411		5,506
	Corporate		686		17			689		706
	Sovereign		60		1			61		62
	Subtotal		5,665		113			6,161		6,274
2 High Quality	Index		1,487		(7	)		1,361		1,354
	Tranche		—		—			—		—
	Corporate		90		—			100		100
	Sovereign		25		—			26		26
	Subtotal		1,602		(7	)		1,487		1,480
3 Medium Quality	Index		—		—			—		—
	Tranche		—		—			—		—
	Corporate		—		—			—		—
	Sovereign		60		—			61		61
	Subtotal		60		—			61		61
4 Low Quality	Index		—		—			—		—
	Tranche		—		—			—		—
	Corporate		10		(6	)		11		5
	Sovereign		—		—			—		—
	Subtotal		10		(6	)		11		5
	Total	$	7,337	$	100		$	7,720	$	7,820

A summary of derivative asset and liability positions held by the Company, including notional amounts, carrying values and estimated fair values, appears below (in millions):

		December 31, 2009								December 31, 2008
		Notional		Carrying Value			Estimated FV			Notional		Carrying Value			Estimated FV
Foreign Currency Swap Contracts	Assets	$	632	$	58		$	59		$	1,798	$	202		$	210
	Liabilities		2,247		(492	)		(534	)		1,461		(290	)		(344	)
	Subtotal		2,879		(434	)		(475	)		3,259		(88	)		(134	)
Foreign Currency Forward Contracts	Assets		38		1			1			90		19			19
	Liabilities		22		(2	)		(2	)		150		(16	)		(16	)
	Subtotal		60		(1	)		(1	)		240		3			3
Interest Rate Swap Contracts	Assets		444		17			17			490		49			49
	Liabilities		185		(3	)		(3	)		3		—			—
	Subtotal		629		14			14			493		49			49
Credit Default Swap Contracts—RSAT	Assets		5,829		15			113			5,109		—			26
	Liabilities		1,508		(58	)		(13	)		1,537		(57	)		(98	)
	Subtotal		7,337		(43	)		100			6,646		(57	)		(72	)
Credit Default Swap Contracts	Assets		205		6			6			660		28			28
(Purchased Default Protection)	Liabilities		1,565		(61	)		(61	)		473		(7	)		(7	)
	Subtotal		1,770		(55	)		(55	)		1,133		21			21
Total	Assets		7,148		97			196			8,147		298			332
	Liabilities		5,527		(616	)		(613	)		3,624		(370	)		(465	)
	Total	$	12,675	$	(519	)	$	(417	)	$	11,771	$	(72	)	$	(133	)

TIAA reflected $(21.1) million and $(1.9) million in valuation impairments related to Credit Default Swaps and Foreign Currency Swaps, respectively. The average fair value of derivatives used for other than hedging purposes, which are the credit default swaps used in replication synthetic asset transactions was $5.9 million in liabilities.

B-102 Statement of Additional Information   n    Intelligent Variable Annuity

continued

The table below illustrates the Fair Values of Derivative Instruments in the Statement of Financial Position. Instruments utilizing hedge accounting treatment are shown as Qualifying Hedge Relationships. Hedging Instruments that utilize fair value accounting are shown as Non-qualifying Hedge Relationships. Derivatives used in Replication strategies are shown as Derivatives used for other than Hedging Purposes (in millions):

	Fair Value of Derivative Instruments
	Asset Derivatives						Liability Derivatives
	December 31, 2009			December 31, 2008			December 31, 2009				December 31, 2008
Qualifying Hedge Relationships	Balance Sheet Location	Estimated FV		Balance Sheet Location	Estimated FV		Balance Sheet Location	Estimated FV			Balance Sheet Location	Estimated FV
Foreign Currency Swaps	Other Long-term Investments	$	1	Other Long-term Investments	$	16	Other Liabilities	$	(220	)	Other Liabilities	$	(165	)
Total Qualifying Hedge Relationships			1			16			(220	)			(165	)
Non-qualifying Hedge Relationships
Interest Rate Contracts	Other Long-term Investments		17	Other Long-term Investments		49	Other Liabilities		(3	)	Other Liabilities		—
Foreign Currency Swaps	Other Long-term Investments		58	Other Long-term Investments		194	Other Liabilities		(314	)	Other Liabilities		(179	)
Foreign Currency Forwards	Other Long-term Investments		1	Other Long-term Investments		19	Other Liabilities		(2	)	Other Liabilities		(16	)
Purchased Credit Default Swaps	Other Long-term Investments		6	Other Long-term Investments		28	Other Liabilities		(61	)	Other Liabilities		(7	)
Total Non-qualifying Hedge Relationships			82			290			(380	)			(202	)
Derivatives used for other than Hedging Purposes
Written Credit Default Swaps	Other Long-term Investments		113	Other Long-term Investments		26	Other Liabilities		(13	)	Other Liabilities		(98	)
Equity Contracts	Other Long-term Investments		—	Other Long-term Investments		—	Other Liabilities		—		Other Liabilities		—
Total Derivatives used for other than Hedging Purposes			113			26			(13	)			(98	)
Total Derivatives		$	196		$	332		$	(613	)		$	(465	)

Intelligent Variable Annuity   n    Statement of Additional Information B-103

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

The table below illustrates the Effect of Derivative Instruments in the Statement of Operations. Instruments utilizing hedge accounting treatment are shown as Qualifying Hedge Relationships. Instruments that utilize fair value accounting are shown as Non-qualifying Hedge Relationships. Derivatives used in Replication strategies are shown as Derivatives used for other than Hedging Purposes (in millions).

	Effect of Derivative Instruments
	December 31, 2009				December 31, 2008
Qualifying Hedge Relationships	Income Statement Location	Realized Gain (Loss)			Income Statement Location	Realized Gain (Loss)
Foreign Currency Swaps	Net Realized Capital Gain (Loss)	$	(12	)	Net Realized Capital Gain (Loss)	$	(4	)
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Net Realized Capital Gain (Loss)		(1	)	Net Realized Capital Gain (Loss)		—
Total Qualifying Hedge Relationships			(13	)			(4	)
Non-qualifying Hedge Relationships
Interest Rate Contracts	Net Realized Capital Gain (Loss)		13		Net Realized Capital Gain (Loss)		1
Foreign Currency Swaps	Net Realized Capital Gain/(Loss)		(70	)	Net Realized Capital Gain (Loss)		(84	)
Foreign Currency Forwards	Net Realized Capital Gain (Loss)		(11	)	Net Realized Capital Gain (Loss)		(4	)
Purchased Credit Default Swaps	Net Realized Capital Gain (Loss)		3		Net Realized Capital Gain (Loss)		1
Total Non-qualifying Hedge Relationships			(65	)			(86	)
Derivatives used for other than Hedging Purposes
Written Credit Default Swaps	Net Realized Capital Gain (Loss)		(26	)	Net Realized Capital Gain (Loss)		(65	)
Equity Contracts	Net Realized Capital Gain (Loss)		—		Net Realized Capital Gain (Loss)		2
Total Derivatives used for other than Hedging Purposes	Net Realized Capital Gain (Loss)		(26	)	Net Realized Capital Gain (Loss)		(63	)
Total Derivatives		$	(104	)		$	(153	)

Note 13—separate accounts

The TIAA Separate Account VA-1 ("VA-1") is a segregated investment account and was organized on February 16, 1994 under the insurance laws of the State of New York for the purpose of issuing and funding non-pension (after-tax) variable annuity contracts for employees of non-profit institutions organized in the United States, including governmental institutions. VA-1 is registered with the Securities and Exchange Commission, (the “Commission”) effective November 1, 1994 as an open-end, diversified management investment company under the Investment Company Act of 1940. VA-1 consists of a single investment portfolio, the Stock Index Account (“SIA”). The SIA was established on October 3, 1994 and invests in a diversified portfolio of equity securities selected to track the overall market for common stocks publicly traded in the United States.

The TIAA Real Estate Account ("REA") is a segregated investment account and was organized on February 22, 1995 under the insurance laws of the State of New York for the purpose of providing an investment option to TIAA’s pension customers to direct investments to an investment vehicle that invests primarily in real estate. REA was registered with the Commission under the Securities Act of 1933 effective October 2, 1995. REA's target

is to invest between 75% and 85% of its assets directly in real estate or in real estate-related investments, with the remainder of its assets invested in publicly-traded securities and other instruments that are easily converted to cash to maintain adequate liquidity; since late 2008, REA’s liquid securities have comprised less than 10% of its assets, primarily due to consistent REA participant withdrawals.

The TIAA Separate Account VA-3 (“VA-3”) is a segregated investment account and was organized on May 17, 2006 under the laws of the State of New York for the purposes of funding individual and group variable annuities for retirement plans of employees of colleges, universities, other educational and research organizations, and other governmental and non-profit institutions. VA-3 is registered with the Commission as an investment company under the Investment Company Act of 1940, effective September 29, 2006, and operates as a unit investment trust.

Other than the guarantees disclosed in Note 21, the Company does not make any guarantees to policyholders on its separate accounts. All accounts offer full or partial withdrawal at market value with no surrender charges. The assets and liabilities of these accounts (which represent participant account values) are carried at fair value (directly held real estate is carried at appraised value).

B-104 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Information regarding separate accounts of the Company for the years ended December 31 is as follows (in millions):

Non-guaranteed Separate Accounts	2009		2008		2007
Premiums and considerations	$	1,330	$	2,035	$	3,343
Reserves:
For accounts with assets at:
Fair value		8,287		12,127		18,752
Amortized cost		—		—		—
Total reserves	$	8,287	$	12,127	$	18,752
By withdrawal characteristics:
At fair value	$	8,287	$	12,127	$	18,752
Total reserves	$	8,287	$	12,127	$	18,752

The following is a reconciliation of transfers to or (from) the Company to the Separate Accounts (in millions):

	2009			2008			2007
Transfers as reported in the Summary of Operations of the Separate Accounts Statement:
Transfers to Separate Accounts	$	1,523		$	2,217		$	3,698
Transfers from Separate Accounts		(2,810	)		(6,443	)		(2,186	)
Net transfers (from) or to Separate Accounts		(1,287	)		(4,226	)		1,512
Reconciling Adjustments:
Fund transfer exchange loss		(2	)		(3	)		(1	)
Transfers as reported in the Summary of Operations of the Life, Accident & Health Annual Statement	$	(1,289	)	$	(4,229	)	$	1,511

Note 14—management agreements

Under Cash Disbursement and Reimbursement Agreements, TIAA serves as the common pay-agent for its operating subsidiaries. The Company has allocated expenses of $954.5 million and $1,327 million to its various subsidiaries and affiliates in 2009 and 2008. In addition, under management agreements, TIAA provides investment advisory and administrative services for TIAA-CREF Life and administrative services to the TIAA-CREF Trust Company, FSB, and VA-1.

Activities necessary for the operation of the College Retirement Equities Fund (“CREF”), a companion organization, are provided at-cost by two subsidiaries of TIAA. Such services are provided in accordance with an Amended and Restated Investment Management Services Agreement, dated as of January 2, 2008, between CREF and Investment Management, and in accordance with a Principal Underwriting and Distribution Services Agreement for CREF, dated as of January 1, 2009, between CREF and Services. TIAA also performs administrative services for CREF, on an at-cost basis. The management fees collected under these agreements and the equivalent allocated expenses, which amounted to approximately $710 million, $1,142 million and $1,075 million in 2009, 2008 and 2007, respectively, are not included in the statements of operations and had no effect on TIAA's operations.

Advisors provide investment advisory services for VA-1, certain proprietary funds and other separately managed portfolios in accordance with investment management agreements. TPIS and

Services distribute variable annuity contracts for VA-1 and VA-3 as well as registered securities for certain proprietary funds and non-proprietary mutual funds.

All services necessary for the operation of REA are provided at-cost by TIAA and Services. TIAA provides investment management and administrative services for REA. Distribution services are provided in accordance with a Distribution Services Agreement between REA and Services. Effective January 1, 2008 the Distribution and Administrative Services Agreement between REA and Services was modified to limit the work performed by Services to distribution activities with TIAA assuming responsibility for all administrative activities. TIAA and Services receive management fee payments from REA on a daily basis according to formulae established each year and adjusted periodically, with the objective of keeping the management fees as close as possible to actual expenses attributable to operating REA. Any differences between actual expenses and daily charges are adjusted quarterly.

The following amounts due to (from) subsidiaries and affiliates are included in the lines Other assets and Other liabilities on the Balance Sheet, as of December 31 (in millions):

Subsidiary/Affiliate	Receivable				Payable
	2009		2008		2009		2008
College Retirement Equities Fund	$	—	$	—	$	40.0	$	68.0
Investment Management		1.8		6.3		—		—
TIAA-CREF Life		12.4		12.1		—		—
TIAA Pension		—		0.6		—		—
TIAA-CREF Trust Company FSB		—		—		—		0.1
Services		—		2.0		0.8		0.6
TIAA Real Estate Account		2.6		1.6		—		—
Total	$	16.8	$	22.6	$	40.8	$	68.7

Note 15—federal income taxes

By charter, TIAA is a stock life insurance Company that operates on a non-profit basis and through December 31, 1997 was exempt from federal income taxation under the Internal Revenue Code. Any non-pension income, however, was subject to federal income taxation as unrelated business income. Effective January 1, 1998, as a result of federal legislation, TIAA is no longer exempt from federal income taxation and is taxed as a stock life insurance company.

Beginning with 1998, TIAA has filed a consolidated federal income tax return with its includable affiliates (the “consolidating companies”). The consolidating companies participate in a tax-sharing agreement. Under the agreement, current federal income tax expense (benefit) is computed on a separate return basis and provides that members shall make payments or receive reimbursements to the extent that their income (loss) contributes to or reduces consolidated federal tax expense. The consolidating companies are reimbursed for net operating losses or other tax attributes they have generated when utilized in the consolidated return. Amounts due to (receivable from) TIAA’s subsidiaries for federal income taxes were $70.2 million and $10.3 million at December 31, 2009 and 2008, respectively. The con-

Intelligent Variable Annuity   n    Statement of Additional Information B-105

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

solidating companies, as of December 31, 2009, which file a consolidated federal income tax return with TIAA are as follows:

TIAA-CREF Life Insurance Company

TIAA-CREF Enterprises, Inc.

Dan Properties, Inc.

JV Georgia One, Inc.

Teachers Michigan Properties, Inc.

JWL Properties, Inc.

Liberty Place Retail, Inc.

ND Properties, Inc.

Savannah Teachers Properties, Inc.

TCT Holdings, Inc.

Teachers Advisors, Inc.

Teachers Boca Properties II, Inc.

Teachers Pennsylvania Realty, Inc.

Oleum Holding Company, Inc.

Teachers Personal Investors Service, Inc.

T-Investment Properties Corp.

T-Land Corp.

WRC Properties, Inc.

TIAA-CREF Tuition Financing, Inc.

TIAA-CREF Trust Company, FSB

730 Texas Forest Holdings, Inc.

TIAA Global Markets, Inc.

T-C Sports Co., Inc.

TIAA Board of Overseers

TIAA Realty, Inc.

TIAA Park Evanston, Inc.

Port Northwest IV Corporation

The components of deferred tax asset (“DTA”) and deferred tax liabilities (“DTL”), as of December 31, consisted of the following (in millions):

	2009									2008
Description	Ordinary			Capital			Total			Ordinary			Capital			Total
Gross deferred tax assets	$	13,493		$	2,717		$	16,210		$	14,771		$	1,611		$	16,382
Statutory valuation allowance		—			—			—			—			—			—
Adjusted gross deferred tax assets		13,493			2,717			16,210			14,771			1,611			16,382
Gross deferred tax liabilities		(234	)		(21	)		(255	)		(1	)		(329	)		(330	)
Net deferred tax asset (liability) before admissibility test	$	13,259		$	2,696		$	15,955		$	14,770		$	1,282		$	16,052
Federal Income Taxes recoverable through loss carryback (10.a)	$	—		$	—		$	—		$	—		$	—		$	—
Adj. Gross DTA expected to be realized in one year (10.b.i)		1,634			—			1,634			1,381			—			1,381
10% adj. statutory capital and surplus limit (10.b.ii)		1,622			—			1,622			1,381			—			1,381
Admitted pursuant to par. 10.b. (lesser of i. or ii.)		1,622			—			1,622			1,381			—			1,381
Admitted pursuant to par. 10.c.		234			21			255			1			329			330
Additional admitted pursuant to par. 10.e.i.		—			—			—			N/A			N/A			N/A
Adj. Gross DTA expected to be realized in three years (10.e.ii.a)		1,688			—			1,688			N/A			N/A			N/A
15% adj. statutory capital and surplus limit (10.e.ii.b)		811			—			811			N/A			N/A			N/A
Additional admitted pursuant to par. 10.e.ii. (lesser of a. or b.)		811			—			811			N/A			N/A			N/A
Additional admitted pursuant to par. 10.e.iii.		—			—			—			N/A			N/A			N/A
Admitted deferred tax asset		2,667			21			2,688			1,382			329			1,711
Deferred tax liability		(234	)		(21	)		(255	)		(1	)		(329	)		(330	)
Net admitted DTA or DTL	$	2,433		$	—		$	2,433		$	1,381		$	—		$	1,381
Nonadmitted DTA	$	10,826		$	2,696		$	13,522		$	13,389		$	1,282		$	14,671

For 2009 the Company has admitted DTAs pursuant to paragraph 10.e of SSAP No. 10R. No such election existed in 2008.

B-106 Statement of Additional Information   n    Intelligent Variable Annuity

continued

The Company recorded an increase in admitted DTAs as the result of its election to employ the provisions of paragraph 10.e. of SSAP-10R as follows (in millions):

	Increase (Decrease) during 2009
Description	Ordinary			Capital			Total
Gross deferred tax assets	$	(1,278	)	$	1,106		$	(172	)
Statutory valuation allowance		—			—			—
Adjusted gross deferred tax assets		(1,278	)		1,106			(172	)
Gross deferred tax liabilities		(233	)		308			75
Net deferred tax asset before admissibility test	$	(1,511	)	$	1,414		$	(97	)
Federal Income Taxes recoverable through loss carryback (10.a)	$	—		$	—		$	—
Adj. Gross DTA expected to be realized in one year (10.b.i)		253			—			253
10% adj. statutory capital and surplus limit (10.b.ii)		241			—			241
Admitted pursuant to par. 10.b. (lesser of i. or ii.)		241			—			241
Admitted pursuant to par. 10.c.		233			(308	)		(75	)
Additional admitted pursuant to par. 10.e.i.		—			—			—
Adj. Gross DTA expected to be realized in three years (10.e.ii.a)		1,688			—			1,688
15% adj. statutory capital and surplus limit (10.e.ii.b)		811			—			811
Additional admitted pursuant to par. 10.e.ii. (lesser of a. or b.)		811			—			811
Additional admitted pursuant to par. 10.e.iii.		—			—			—
Admitted deferred tax asset		1,285			(308	)		977
Deferred tax liability		(233	)		308			75
Change in net admitted DTA or DTL	$	1,052		$	—		$	1,052
Change in nonadmitted DTA	$	(2,563	)	$	1,414		$	(1,149	)

The following table provides the Company’s assets, capital and surplus, and RBC information with the DTA calculated under SSAP No. 10R paragraphs 10(a) to (c) and the additional DTA determined under SSAP No. 10R paragraph 10.e as of December 31, 2009 (in millions):

Description	With Par. 10a.-c.	With Par. 10e	Difference
Admitted DTAs	$1,622	$2,433	$811
Admitted assets	$200,917	$201,728	$811
Statutory surplus	$22,033	$22,844	$811
Total adjusted capital	$23,494	$24,305	$811
RBC authorized control level	$2,254

The changes in current income taxes incurred consist of the following major components as of December 31 (in millions):

Description	2009			2008
Current income tax expense (benefit)	$	(58	)	$	(45	)
Tax on capital gains (losses)		—			—
Foreign taxes		—			—
Prior year under accrual (over accrual)		—			—
Federal income taxes incurred	$	(58	)	$	(45	)

The tax effects of temporary difference that give rise to significant portions of the deferred tax assets and liabilities are as follows (in millions):

DTAs Resulting from book/tax Differences in:	December 31, 2009		December 31, 2008		Change			Character
Investments	$	2,068	$	1,479	$	589		Capital
Intangible asset		8,427		8,835		(408	)	Ordinary
Differences between statutory and tax reserves		401		1,174		(773	)	Ordinary
Policyholder dividends		598		816		(218	)	Ordinary
Deferred compensation		168		156		12		Ordinary
Balance of payout option reserve due to IRS settlement starting in 2006 (20 year amortization)		478		508		(30	)	Ordinary
NOL Carryover		2,905		2,964		(59	)	Ordinary
Capital loss carryover		649		132		517		Capital
Other		516		318		198		Ordinary
Gross DTAs		16,210		16,382		(172	)
Nonadmitted DTAs	$	13,522	$	14,671	$	(1,149	)

DTLs Resulting from book/tax Differences in:	December 31, 2009			December 31, 2008			Change			Character
Market discount deferred on bonds	$	(233	)	$	(329	)	$	96		Ordinary
Investments		(21	)		(1	)		(20	)	Capital
Other		(1	)		—			(1	)	Ordinary
Gross DTLs	$	(255	)	$	(330	)	$	75

Intelligent Variable Annuity   n    Statement of Additional Information B-107

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

The change in net deferred income taxes is composed of the following (this analysis is exclusive of nonadmitted assets) (in millions):

Description	December 31, 2009			December 31, 2008			Change
Total deferred tax assets	$	16,210		$	16,382		$	(172	)
Total deferred tax liabilities		(255	)		(330	)		75
Net deferred tax asset	$	15,955		$	16,052
Change in net deferred income tax (charge) benefit							$	(97	)

The provision for Federal income taxes incurred is different from that which would be obtained by applying the statutory Federal income tax rate to net gains from operations after dividends to policyholders and before Federal income taxes. The significant items causing this difference for the year ended December 31, 2009, are as follows (in millions):

Description	Amount			Tax Effect			Effective Tax Rate
Loss before Federal income taxes	$	(619	)	$	(217	)	35.00	%
Dividends received deduction		(14	)		(5	)	0.76	%
Amortization of interest maintenance reserve		(68	)		(24	)	3.86	%
Meal disallowance, spousal travel, and non-deductible lobbying		3			1		-0.15	%
Utilization of NOL for Subsidiaries		(167	)		(58	)	9.42	%
Change in reserve valuation basis – Direct to Surplus		2,260			791		-127.74	%
Non admitted assets		(388	)		(136	)	21.95	%
Prior year true-up		20			7		-1.16	%
Adjustment to basis of non admitted assets		(918	)		(320	)	51.87	%
Total	$	109		$	39		-6.19	%
Federal income tax incurred expense (benefit)					(58	)	9.42	%
Tax on capital gains (losses)					—		0.00	%
Change in net deferred income tax charge (benefit)					97		-15.61	%
Total statutory income taxes				$	39		-6.19	%

At December 31, 2009, the Company had net operating loss carry forwards expiring from the year 2013 to 2023 of (in millions):

Year Incurred	Operating Loss		Year of Expiration
1998	$	4,433	2013
1999		1,041	2014
2001		181	2016
2002		786	2017
2003		500	2018
2004		380	2019
2008		1,134	2023
Total	$	8,455

At December 31, 2009, the Company had capital loss carry forwards expiring in the years 2013 and 2014 of (in millions):

Year Incurred	Capital Loss		Year of Expiration
2008	$	439	2013
2009		1,416	2014
Total	$	1,855

At December 31, 2009, the Company had foreign tax credit carry forwards as follows (in millions):

Year Incurred	Foreign Tax Credit		Year of Expiration
2005	$	1	2015
2006		2	2016
2007		2	2017
2008		2	2018
2009		2	2019
Total	$	9

At December 31, 2009, the company had General Business Credit carry forward as follows (in millions):

Year Incurred	General Business Credit		Year of Expiration
2002	$	1	2022
2003		2	2023
2004		2	2024
2005		2	2025
2006		5	2026
2007		7	2027
2008		5	2028
2009		5	2029
Total	$	29

On September 12, 2008, TIAA executed a final settlement with the Internal Revenue Service (“IRS”) Appeals Division resolving all remaining issues for tax years 1998-2002. The primary issue before the IRS Appeals Division was the deduction of losses claimed with regard to certain intangible assets. The IRS conceded that $4.8 billion was deductible for losses related to the termination of pension contracts in force on January 1, 1998, the date that TIAA lost its federal tax exemption. The IRS also allowed losses of $9.4 million claimed for the abandonment of developed software. Additional losses claimed by TIAA of $1.9 billion were disallowed as part of the settlement. This settlement resulted in an adjustment of $1.2 billion as an elimination to the contingency reserve during the year ended 12/31/2008.

TIAA did not incur federal income taxes in 2009 or preceding years that would be available for recoupment in the event of future net losses.

The IRS started its examination for TIAA on April 2, 2009 for the tax years 2005 and 2006. The examination is scheduled to be completed in May of 2011. The statute of limitations for the 2007 and 2008 federal income tax returns are open until September 2011, and September 2012, respectively.

For the years 2003 and 2004 Federal income tax returns for the consolidated companies have been audited by the IRS. In November 2008, the IRS completed its audit and presented the group with a Revenue Agents Report that had no unagreed adjustments.

Interpretation No. 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109 (beginning 9/15/2009, collectively known as FASB ASC 740) established a minimum threshold for financial statement recognition of the benefits of positions taken in tax returns, and requires certain expanded disclosures. FASB ASC 740 is effective for fiscal years beginning after December 15, 2006 and is to be applied to all open years as of the effective date. Management has evaluated the

B-108 Statement of Additional Information   n    Intelligent Variable Annuity

continued

Company’s tax position under the principles of FASB ASC 740, and not recorded any uncertain tax benefits as of December 31, 2009 or 2008.

Note 16—pension plan and post-retirement benefits

TIAA maintains a qualified, non-contributory defined contribution pension plan covering substantially all employees. All qualified employee pension plan liabilities are fully funded through retirement annuity contracts. Contributions are made semi-monthly to each participant's contract based on a percentage of salary, with the applicable percentage varying by attained age. All contributions are fully vested after three years of service. Forfeitures arising from terminations prior to vesting are used to reduce future employer contributions. The accompanying statements of operations include contributions to the pension plan of approximately $44 million, $40 million and $34 million in 2009, 2008 and 2007, respectively. This includes supplemental contributions made to company-owned annuity contracts under a non-qualified deferred compensation plan.

In addition to the pension plan, the Company provides certain other post-retirement life and health insurance benefits to eligible retired employees who meet prescribed age and service requirements. As of December 31, 2009, the measurement date, the status of this plan for retirees and eligible active employees is summarized below (in millions):

	Post-retirement Benefits
	12/31/2009			12/31/2008			12/31/2007
Reconciliation of change in benefit obligation
Benefit obligation at beginning of year	$	113		$	99		$	105
Eligibility cost		5			4			3
Interest cost		7			6			6
Actuarial losses (gains)		1			9			(11	)
Benefits paid		(7	)		(5	)		(4	)
Plan amendments		(3	)		—			—
Benefit obligation at end of year	$	116		$	113		$	99
Reconciliation of funded status
Benefit obligation at end of year
Current retirees	$	93		$	86		$	79
Actives currently eligible to retire		23			27			20
Total obligation		116			113			99
Fair value of assets		—			—			—
Funded status	$	(116	)	$	(113	)	$	(99	)
Unrecognized net transition obligation		—			3			4
Unrecognized net (gain) losses		11			9			—
Unrecognized prior service cost		(1	)		—			—
Accrued post-retirement benefit cost	$	(106	)	$	(101	)	$	(95	)

The net periodic post-retirement (benefit) cost for the years ended December 31 includes the following components (in millions):

	Post-retirement Benefits
	2009		2008		2007
Components of net periodic benefit cost
Eligibility cost	$	5	$	4	$	3
Interest cost		7		6		6
Amortization of net transition obligation and net (gain) or loss		1		1		1
Net periodic benefit cost	$	13	$	11	$	10

The cost of post-retirement benefits includes a reduction arising from the Medicare Prescription Drug Act of 2003 (“The Act”) subsidy of $2 million for both 2009 and 2008 and $3 million for 2007, respectively.

The post-retirement benefit obligation for non-vested employees was approximately $28 million at December 31, 2009 and approximately $94 million at December 31, 2008.

The Company made changes (plan amendments) to its post-retirement life and health benefits during 2009. The changes included a provision that eliminates post-retirement life insurance coverage for employees who retire on or after January 1, 2010. This change is detailed in the plan amendment component in the reconciliation of the change in benefit obligation shown above.

In addition, the Company changed the post-retirement medical and dental provisions such that employees qualifying for these programs on or after January 1, 2015 will have coverage under the programs, but without any Company subsidy. These changes resulted in the reduction in post-retirement benefit obligation for non-vested employees described above.

The Company allocates benefit expenses to certain subsidiaries based upon salaries. The Company’s proportionate share of the net pension cost of post-retirement benefits related to the pension plan was approximately $6 million, $5 million, $4 million for the years ended December 31, 2009, 2008 and 2007, respectively.

The assumptions used by the Company to calculate the benefit cost and obligations in the year are as follows:

	Post-retirement Benefits
	2009		2008		2007
Weighted-average assumption
Assumptions used to determine benefit obligations
Discount rate for benefit costs	5.75	%	6.25	%	5.75	%
Rate of compensation increase	0.00	%	4.00	%	4.00	%
Assumptions used to determine benefit obligations
Discount rate for benefit obligations	5.75	%	5.75	%	6.25	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%
Medical cost trend rates
Immediate Rate	9.00	%	9.50	%	10.00	%
Ultimate Rate	5.00	%	5.00	%	5.00	%
Year Ultimate Rate Reached	2016		2014		2013
Ultimate medical care cost trend rate after a six year gradual decrease	5.00	%	5.00	%	5.00	%
Dental cost trend rate	5.25	%	5.25	%	5.25	%

Intelligent Variable Annuity   n    Statement of Additional Information B-109

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

The assumed medical cost trend rates have a significant effect on the amounts reported. A one-percentage point increase or decrease in assumed medical cost trend rates would have the following effects (in millions):

	Post-retirement Benefits
	2009	2008	2007
Effect of a 1% increase in benefit costs
Change in post-retirement benefit obligation	$12	$12	$10
Change in eligibility cost and interest cost	$1	$1	$1
Effect of a 1% decrease in benefit costs
Change in post-retirement benefit obligation	$(10)	$(10)	$(9)
Change in eligibility cost and interest cost	$(1)	$(1)	$(1)

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, are expected to be paid (in millions):

Gross Cash Flows (Before Medicare Part D Subsidy Receipts)
2010	7
2011	8
2012	8
2013	9
2014	9
Total for 2015-2019	53
Medicare Part D Subsidy Receipts
2010	0.4
2011	0.4
2012	0.5
2013	0.6
2014	0.7
Total for 2015-2019	5.0

The Company also maintains a non-qualified deferred compensation plan for non-employee trustees and members of the TIAA Board of Overseers. The plan provides an award equal to 50% of the annual stipend that is invested annually in company-owned annuity contracts. Payout of accumulations is normally made in a lump sum following the trustees’ or member’s separation from the Board.

The Company had provided an unfunded Supplemental Executive Retirement Plan (“SERP”) to certain select executives and any TIAA associate deemed eligible by the Board of Trustees.

The SERP provided an annual retirement benefit payable at normal retirement calculated as 3% of the participant’s 5-year average total compensation based on an average of the highest five of the last ten years multiplied by the number of years of service not in excess of 15 years. This amount is reduced by the benefit arising from the basic TIAA defined contribution annuity contracts.

Effective July 31, 2007, the SERP was curtailed. Under this curtailment, all participants, who had not attained the age of 55 and completed five years of service, forfeited their benefits under the plan. The one time cost associated with the curtailment of $5 million was due to the need to recognize the past service liability. This one time cost is included in the 2007 SERP total expense. In addition an expense of $11 million was recognized by the Com-

pany related to the funding of separate annuity contracts for individuals who forfeited benefit given the SERP curtailment.

The accumulated benefit obligation totaled $47 million and $45 million as of December 31, 2009 and 2008, respectively. The Company had an accrued pension cost of $46 million and $47 million and had $1.2 million and $0 of additional minimum liability accrued as of December 31, 2009 and 2008, respectively. The Company did not have any projected benefit obligation for non-vested employees for 2009 or 2008.

The SERP obligations were determined based upon a discount rate of 5.55% and a rate of compensation increase is not applicable as of December 31, 2009. In accordance with NAIC SSAP No. 89, Accounting For Pensions, A Replacement of SSAP No. 88, only vested obligations are reflected in the funded status.

The obligations of TIAA under the SERP are unfunded, unsecured promises to make future payments. As such, the plan has no assets. Contributions for a given period are equal to the benefit payments for that period. The expected rate of return on plan assets is not applicable. During 2007, the SERP expense, including expenses associated with the curtailment, totaled $11 million.

Future benefits expected to be paid for the time periods specified on the SERP are as follows (in millions):

1/1/2010 to 12/31/2010	$	3.9
1/1/2011 to 12/31/2011	$	3.6
1/1/2012 to 12/31/2012	$	3.6
1/1/2013 to 12/31/2013	$	3.6
1/1/2014 to 12/31/2014	$	3.6
1/1/2015 to 12/31/2019	$	17.5

Note 17—policy and contract reserves

Policy and contract reserves are determined in accordance with standard valuation methods approved by the Department and are computed in accordance with standard actuarial formulae. The reserves are based on assumptions for interest, mortality and other risks insured and establish a sufficient provision for all benefits guaranteed under policy and contract provisions.

For annuities and supplementary contracts, policy and contract reserves are generally equal to the present value of guaranteed benefits. For most annuities, the present value calculation uses the guaranteed interest and mortality table or a more conservative basis and for most accumulating annuities the reserve thus calculated is equal to the account balance. During 2009, TIAA received approval from the Department to change the valuation basis on a portion of its payout annuity reserves. These reserves, which had previously been calculated on the basis of interest at either 1.5% or 2.5%, with mortality on the basis of either the 1983 Table A with ages set back 9 years or the Annuity 2000 Table with ages set back either 9 or 12 years, will henceforth be valued on the basis of interest at 2.5% with mortality in accordance with the Annuity 2000 Table with ages set back 4 years. This reserve modification had the net effect of reducing beginning of year 2009 reserves by approximately $2.26 billion.

For the Personal Annuity (“PA”), deferred annuity reserves in the general account were, through December 31, 2008, equal to the account balance plus the present value, at the maximum

B-110 Statement of Additional Information   n    Intelligent Variable Annuity

continued

statutory valuation rate on an issue year basis, of excess interest guaranteed beyond the valuation date. In addition, a reserve was maintained in the general account for the PA’s Guaranteed Minimum Death Benefit (“GMDB”) provision. The reserve for the GMDB was calculated in accordance with Actuarial Guideline 34, Variable Annuity Minimum Guaranteed Death Benefit

Reserves and New York State Regulation 151 and was approximately $1.1 million at December 31, 2008. In 2009, Actuarial Guideline 43 was adopted replacing Actuarial Guideline 34 and Actuarial Guideline 39 which resulted in the reserve for GMDB to be calculated as part of the total annuity reserves and not calculated independently.

For annuities and supplementary contracts, policy and contract reserves are calculated using Commissioners Annuity Reserve Valuation Method in accordance with New York State Regulation 151, Actuarial Guideline 43 for variable annuity products and Actuarial Guideline 33 for all other products. For accumulating annuities which do not contain variable guarantees, the reserves are generally calculated as the present value of guaranteed benefits using the guaranteed interest and mortality table and the reserve thus calculated is generally equal to the account balance. For payout annuities the reserves meet and exceed minimum standards and are generally calculated as the present value of guaranteed benefits using conservative interest rates and mortality tables. Variable annuity reserves are calculated using Actuarial Guideline 43 which incorporates a deterministic floor plus a stochastic component for products which contain guaranteed benefits.

For retained assets, an accumulation account issued from the proceeds of annuities and life insurance policies, reserves held are equal to the total current account balances of all account holders.

The Tabular Interest, Tabular Less Actual Reserve Released and Tabular Cost have all been determined by formulae as prescribed by the NAIC except for deferred annuities, for which tabular interest has been determined from the basic data.

In aggregate, the reserves established for all annuity and supplementary contracts utilize assumptions for interest at a weighted average rate of approximately 3%. Approximately 79% of annuity and supplementary contract reserves are based on the 1983 Table set back at least 9 years or the Annuity 2000 table set back at least 9 years.

Withdrawal characteristics of annuity actuarial reserves and deposit-type contracts at December 31 are as follows (in millions):

	2009				2008
	Amount		Percent		Amount		Percent
Subject to Discretionary Withdrawal
At fair value	$	8,287	4.8	%	$	12,127	7.1	%
At book value without adjustment		35,680	20.8	%		32,232	18.9	%
Not subject to discretionary withdrawal		127,812	74.4	%		126,465	74.0	%
Total (gross)		171,779	100.0	%		170,824	100.0	%
Reinsurance ceded		—				—
Total (net)	$	171,779			$	170,824

Annuity reserves and deposit-type contact funds for the year ended December 31 are as follows (in millions):

	2009		2008
General Account:
Total annuities (excluding supplementary contracts with life contingencies)	$	160,455	$	155,907
Supplementary contracts with life contingencies		2,463		2,290
Deposit-type contracts		574		500
Subtotal		163,492		158,697
Separate Accounts:
Annuities		8,223		12,024
Supplementary contracts with life contingencies		61		103
Deposit-type contracts		3		—
Subtotal		8,287		12,127
Total	$	171,779	$	170,824

For Ordinary and Collective Life Insurance, reserves for all policies are calculated in accordance with New York State Insurance Regulation 147. Reserves for regular life insurance policies are computed by the Net Level Premium method for issues prior to January 1, 1990, and by the Commissioner’s Reserve Valuation Method for issues on and after such date. Annual renewable and five-year renewable term policies issued on or after January 1, 1994 use segmented reserves, where each segment is equal to the term period. The Cost of Living riders issued on and after January 1, 1994 also use segmented reserves, where each segment is equal to one year in length.

Reserves for the vast majority of permanent insurance policies, term insurance policies, and regular insurance policies use Commissioners’ Standard Ordinary Mortality Tables with rates ranging from 2.25% to 6.00%. Term conversion reserves are based on TIAA term conversion mortality experience and 4.00% interest.

Liabilities for incurred but not reported life insurance claims and disability waiver of premium claims are based on historical experience and set equal to a percentage of paid claims. Reserves for amounts not yet due for incurred but not reported disability waiver of premium claims are a percentage of the total Active Lives Disability Waiver of Premium Reserve.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the final premium beyond the date of death. Surrender values of approximately $0.1 million in excess of the legally computed reserves were held as an additional reserve liability at December 31, 2009 and $0.2 million at December 31, 2008, respectively. As of December 31, 2009 and December 31, 2008, TIAA had $ 1.1 billion and $1.1 billion, respectively, of insurance in force for which the gross premiums were less than the net premiums according to the standard of valuation set by the Department. Reserves to cover these insurance amounts totaled $13.5 million and $16.9 million at December 31, 2009 and December 31, 2008, respectively.

For Immediate Annuities not involving life contingencies and Supplementary Contracts not involving life contingencies, for each valuation rate of interest, the tabular interest has been calculated as the product of the valuation rate times the mean liability for the year. For all other funds not involving life

Intelligent Variable Annuity   n    Statement of Additional Information B-111

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

contingencies, tabular interest has been calculated as the total interest credited to such funds.

Note 18—reinsurance

In 2005 and 2004, the Company entered into reinsurance agreements with RGA Reinsurance Company. In accordance with these agreements, the Company assumed Credit Life, Credit A&H, Term Life and Whole Life liabilities through coinsurance funds withheld and modified coinsurance arrangements on a proportional basis. During 2007, the Credit Life and Credit A&H agreement was recaptured, as well as one of the Term Life and Whole Life agreements. The statutory coinsurance reserves on these recaptured agreements at the end of the 2007 reporting period were approximately $18.4 million and $41.2 million, respectively.

At December 31, disclosures related to these assumed coinsurance agreements were (in millions):

	2009			2008			2007
Aggregated assumed premiums	$	21		$	22		$	(2	)
Reinsurance payable on paid and unpaid losses	$	—		$	—		$	—
Modified coinsurance reserves	$	192		$	183		$	171
(Decrease) Increase in policy and contract reserves	$	(5	)	$	(4	)	$	(50	)

In 2004, TIAA and its subsidiary, TIAA-CREF Life, entered into a series of agreements with Metropolitan Life Insurance Company (“MetLife”) including an administrative agreement for MetLife to service the long-term care business of TIAA and TIAA-CREF Life, an indemnity reinsurance agreement where TIAA and TIAA-CREF Life ceded to MetLife 100% of the long-term care liability and an assumption reinsurance agreement. After appropriate filings in each jurisdiction, MetLife offered the TIAA and TIAA-CREF Life policyholders the option of transferring their policies from TIAA and TIAA-CREF Life to MetLife. At December 31, 2009 and 2008, there were premiums in force of $21 million and $27 million, respectively.

The Company remains liable for reinsurance ceded if the reinsurer fails to meet its obligation on the business assumed. All reinsurance is placed with unaffiliated reinsurers and there are no reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. Amounts shown in the financial statements are reported net of reinsurance.

The major lines in the accompanying financial statements that were reduced by reinsurance agreements at December 31 are as follows (in millions):

	2009		2008		2007
Insurance and annuity premiums	$	21	$	23	$	46
Policy and contract benefits	$	70	$	81	$	91
Increase in policy and contract reserves	$	95	$	50	$	187
Reserves for life and health insurance	$	591	$	686	$	736

Note 19—commercial paper program

TIAA began issuing commercial paper in May 1999. The current maximum amount authorized to be issued under the program is $2 billion, although TIAA’s Board of Trustees and management may reduce the maximum amount of commercial paper issuable under this program in the future. At December 31, 2009 and

2008, TIAA had no commercial paper outstanding and management does not currently intend to issue any commercial paper.

TIAA maintained a committed and unsecured 5-year revolving credit facility of $1 billion with a group of banks to support the commercial paper program. The commercial paper program and credit facility was terminated effective March 5, 2010.

Note 20—capital and contingency reserves and shareholders’ dividends restrictions

The portion of contingency reserves represented or reduced by each item below as of December 31 are as follows (in millions):

	2009			2008
Net unrealized capital gains (losses)	$	910		$	(2,757	)
Asset valuation reserve	$	(273	)	$	4,104
Net deferred federal income tax	$	(218	)	$	13,009
Nonadmitted assets	$	(21	)	$	(12,707	)
Net change in reserve valuation	$	2,260		$	—
Net change in separate account	$	(301	)	$	(1	)
Issuance of surplus notes	$	2,000		$	—
Changes in accounting principles	$	1,030		$	—
Change in dividend accrual methodology	$	155		$	—
Prior year FIT settlement	$	—		$	1,244
Other	$	—		$	(7	)

Capital: TIAA has 2,500 shares of Class A common stock authorized, issued and outstanding. All of the outstanding common stock of the Company is held by the TIAA Board of Overseers, a not-for-profit corporation created for the purpose of holding the common stock of TIAA. By charter, the Company operates without profit to its sole shareholder.

Surplus Notes: On December 16, 2009, the Company issued Surplus Notes (“Notes”) in an aggregate principal amount of $2 billion. The Notes bear interest at an annual rate of 6.850%, and have a maturity date of December 16, 2039. Proceeds from the issuance of the Notes were $1,997 million, net of issuance discount. The Notes were issued in a transaction pursuant to Rule 144A under the Securities Act of 1933, as amended, and the Notes are evidenced by one or more global notes deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company. Interest on these Notes is scheduled to be paid semiannually on June 16 and December 16 of each year through the maturity date. No subsidiary or affiliate of the Company is an obligor or guarantor of the Notes, which are solely obligations of the Company.

The Notes are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims of the Company. Under New York Insurance Law, the Notes are not part of the legal liabilities of the Company. The Notes are not scheduled to repay any principal prior to maturity. Each payment of interest and principal may be made only with the prior approval of the Superintendent and only out of the Company’s surplus funds, which the Superintendent of the Department determines to be available for such payments under New York Insurance Law. In addition, provided that approval is granted by the Superintendent of the Department, the Notes may be redeemed at the option of the Company at any time at the “make-whole” redemption price equal to the greater of the principal amount of

B-112 Statement of Additional Information   n    Intelligent Variable Annuity

continued

the Notes to be redeemed, or the sum of the present values of the remaining scheduled interest and principal payments, excluding accrued interest as of the redemption date, discounted to the redemption date on a semi-annual basis at the adjusted treasury rate plus 40 basis points, plus in each case, accrued and unpaid interest payments on the Notes to be redeemed to the redemption date.

At December 31, 2009, no affiliates of the Company held any portion of the Notes.

Dividend Restrictions: Under the New York Insurance Law, the Company is permitted without prior insurance regulatory clearance to pay a stockholder dividend as long as the aggregated amount of all such dividends in any calendar year does not exceed the lesser of (i) 10% of its surplus to policyholders as of the immediately preceding calendar year and (ii) its net gain from operations for the immediately preceding calendar year (excluding realized investment gains). TIAA has not paid dividends to its shareholder and has no plans to do so in the current year.

Note 21—contingencies and guarantees

SUBSIDIARY AND AFFILIATE GUARANTEES:

TGM, a wholly-owned subsidiary of TIAA, was formed for the purpose of issuing notes and other debt instruments and investing the proceeds in compliance with the investment guidelines approved by the Board of Directors of TGM. TGM is authorized to issue up to $5 billion in debt and TIAA’s Board of Trustees authorized TIAA to guarantee up to $5 billion of TGM’s debt. TGM had $3,280 million at December 31, 2009 and $3,295 million at December 31, 2008 of outstanding debt and accrued interest. TIAA also provides a $750 million uncommitted and unsecured 364-day revolving line of credit to TGM. During 2009, there were no draw downs. During 2008, there were 5 draw downs totaling $172 million that were repaid by December 31, 2008. There was no outstanding principal or accrued interest on the line of credit as of December 31, 2009 or 2008.

The carrying value of TGM was $(271) million and $(348) million at December 31, 2009 and December 31, 2008, respectively. Pursuant to TIAA’s guarantee of TGM, TIAA reported the negative equity of TGM as an unrealized loss.

The Company has a financial support agreement with TIAA-CREF Life. Under this agreement, the Company will provide support so that TIAA-CREF Life will have the greater of (a) capital and surplus of $250 million, (b) the amount of capital and surplus necessary to maintain TIAA-CREF Life’s capital and surplus at a level not less than 150% of the NAIC Risk Based Capital model or (c) such other amount as necessary to maintain TIAA-CREF Life’s financial strength rating at least the same as TIAA’s rating at all times. This agreement is not an evidence of indebtedness or an obligation or liability of the Company and does not provide any creditor of TIAA-CREF Life with recourse to TIAA. On March 17, 2009, the Company made a $70 million capital contribution to TIAA-CREF Life in accordance with the financial support agreement.

The Company also provides a $100 million unsecured 364-day revolving line of credit to TIAA-CREF Life. As of December 31,

2009, $30 million of this facility was maintained on a committed basis for which effective May, 2009, the Company received a commitment fee of 20 basis points on the undrawn committed amount. During 2009, there were 7 draw downs totaling $15.2 million that were repaid by December 31, 2009. During 2008, there were 17 draw downs totaling $41 million that were repaid by December 31, 2008. As of December 31, 2009 and 2008, outstanding principal plus accrued interest on this line of credit was $0.

The Company provides a $1 billion uncommitted line of credit to certain accounts of CREF and certain TIAA-CREF Mutual Funds (the “Funds”). Loans under this revolving credit facility are for a maximum of 60 days and are made solely at the discretion of the Company to fund shareholder redemption requests or other temporary or emergency needs of CREF and the Funds. It is the intent of the Company, CREF and the Funds to use this facility as a supplemental liquidity facility, which would only be used after CREF and the Funds have exhausted the availability of the current $750 million committed credit facility (with a term expiring in June 2010) that is maintained with a group of banks.

The Company provides a $100 million committed and unsecured 364-day revolving line of credit to TCAM, a real estate fund managed by Advisors, in which TIAA has a minority indirect equity ownership interest. During 2009, there were 2 draw downs totaling $5 million which were repaid by December 31, 2009. In 2008, there were 3 draw downs totaling $89 million. Outstanding principal and accrued interest under this line of credit totaled $0 and $36 million as of December 31, 2009 and 2008, respectively.

Separate Account Guarantees: The Company provides mortality and expense guarantees to VA-1, for which it is compensated. The Company guarantees that, at death, the total death benefit payable from the fixed and variable accounts will be at least a return of total premiums paid less any previous withdrawals. The Company also guarantees that expense charges to VA-1 participants will never rise above the maximum amount stipulated in the contract.

The Company provides mortality, expense and liquidity guarantees to REA and is compensated for these guarantees. The Company guarantees that once REA participants begin receiving lifetime annuity income benefits, monthly payments will never be reduced as a result of adverse mortality experience. The Company also guarantees that expense charges to REA participants will never rise above the maximum amount stipulated in the contract. The Company provides REA with a liquidity guarantee to ensure it has funds available to meet participant transfer or cash withdrawal requests. If REA cannot fund participant requests, the TIAA’s general account will fund them by purchasing accumulation units. Under this agreement, TIAA guarantees that participants will be able to redeem their accumulation units at their accumulation unit value next determined after the transfer or withdrawal request is received in good order.

As a result of net participant transfers from REA during 2008, on December 24, 2008, the TIAA general account purchased $155.6 million of accumulation units (measured based on the cost of such units) issued by REA. Subsequent to December 24, 2008 and through December 31, 2009, the TIAA general account purchased an aggregate additional $1,058.7 million of accumulation

Intelligent Variable Annuity   n    Statement of Additional Information B-113

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

units in a number of separate transactions. Overall TIAA has purchased $1,214.3 million of accumulation units and the fair value of such units was $912.3 million as of December 31, 2009, respectively. Accumulation units owned by TIAA are valued in the same manner as units owned by individual REA participants on a fair value basis and will fluctuate in value.

The Company provides mortality and expense guarantees to VA-3 and is compensated for these guarantees. The Company guarantees that once VA-3 participants begin receiving lifetime annuity income benefits, monthly payments will never be reduced as a result of adverse mortality experience. The Company also guarantees that expense charges to VA-3 participants will never rise above the maximum amount stipulated in the contract.

Leases: The Company occupies leased office space in many locations under various long-term leases. At December 31, 2008, the future minimum lease payments are estimated as follows (in millions):

Year	2010		2011		2012		2013		2014		Thereafter		Total
Amount	$	33	$	31	$	29	$	25	$	19	$	63	$	200

Leased space expense is allocated among the Company and affiliated entities. Rental expense charged to the Company for the years ended December 31, 2009, 2008 and 2007 was approximately $35 million, $36 million and $32 million, respectively.

OTHER CONTINGENCIES AND GUARANTEES:

In the ordinary conduct of certain of its investment activities, the Company provides standard indemnities covering a variety of potential exposures. For instance, the Company provides indemnifications in connection with site access agreements relating to due diligence review for real estate acquisitions, and the Company provides indemnification to underwriters in connection with the issuance of securities by or on behalf of TIAA or its subsidiaries. It is TIAA management’s opinion that the fair value of such indemnifications are negligible and do not materially affect the Company’s financial position, results of operations or liquidity.

Other contingent liabilities arising from litigation and other matters over and above amounts already provided for in the financial statements or disclosed elsewhere in these notes are not considered material in relation to the Company’s financial position or the results of its operations.

Note 22—borrowed money

Effective March 2009, TIAA was authorized to execute investment transactions under the Term Asset-Backed Securities Loan Facility (“TALF”) program. Under the TALF program, the Federal Reserve Bank of New York (“FRBNY”) will lend up to $200 billion on a non-recourse basis to holders of certain AAA-rated Asset Backed Securities (“ABS”) backed by newly and recently originated consumer and small business loans. The FRBNY will lend an amount equal to the market value of the ABS less a haircut and will be secured at all times by the ABS. Loan proceeds will be disbursed to the borrower, contingent on receipt by the FRBNY custodian bank of the eligible collateral. TIAA’s investments in the TALF program shall not exceed $500 million in the aggregate, net of financing provided by the FRBNY.

As of December 31, 2009, TIAA had purchased $1,024 million of eligible asset-backed securities under the TALF program which have been pledged as collateral to support a loan outstanding to the FRBNY in the amount of $939 million.

Note 23—subsequent events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 12, 2010, the date the financial statements were issued.

On February 26, 2010, TIAA entered into a mortgage loan pool sale for $509.9 million. The pool sale generated net gains of $12.4 million which included the recapture of $3.7 million of previously recorded impairments.

Note 24—securities with a recognized other-than-temporary impairments

The following table represents loan-backed and structured securities with a recognized other-than-temporary impairment and currently held at December 31, 2009, where the present value of cash flows expected to be collected is less than the amortized cost (in whole dollars).

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
02148FAW5	$	28,092,011	$	26,534,624	*	$	(1,557,387)	$	26,534,624	$	18,680,751	Q4 2009
02149HAK6		24,244,801		23,401,542	*		(843,259)		23,401,542		18,845,140	Q4 2009
02150MAD7		14,901,516		13,816,740	*		(1,084,777)		13,816,740		8,972,865	Q4 2009
02151CBD7		28,168,626		27,928,845	*		(239,781)		27,928,844		23,040,583	Q4 2009
02151FAD1		38,605,381		37,069,440	*		(1,535,940)		37,069,440		24,873,276	Q4 2009
02151NBA9		18,265,546		17,329,210	*		(936,336)		17,329,209		8,458,155	Q4 2009
036510AB1		3,069,871		2,757,334	*		(312,537)		2,757,334		558,394	Q4 2009
03702YAC4		28,800		—	2		(3,600)		25,200		25,200	Q4 2009
03927NAA1		14,694,000		9,404,655	*		(5,289,345)		9,404,655		5,250,000	Q4 2009
05947UJT6		684,902		461,411	*		(223,492)		461,410		307,397	Q4 2009

B-114 Statement of Additional Information   n    Intelligent Variable Annuity

continued

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
05947UMM7	$	2,599,818	$	1,949,371	*	$	(650,447)	$	1,949,371	$	378,124	Q4 2009
05947UMN5		423,878		293,741	*		(130,137)		293,741		280,237	Q4 2009
05947UMQ8		65,123		40,439	*		(24,684)		40,438		88,981	Q4 2009
05947UVY1		1,969,347		1,783,588	*		(185,759)		1,783,588		231,398	Q4 2009
05947UVZ8		1,943,102		318,015	*		(1,625,086)		318,015		230,470	Q4 2009
05947UWA2		767,441		160,955	*		(606,486)		160,955		225,249	Q4 2009
05947UWB0		131,201		38,213	*		(92,988)		38,213		109,176	Q4 2009
05947UWC8		58,568		37,462	*		(21,106)		37,462		100,663	Q4 2009
05947UWD6		68,815		3,887	*		(64,928)		3,886		85,979	Q4 2009
05948KB65		10,449,434		9,975,969	*		(473,465)		9,975,968		6,636,940	Q4 2009
05948KC98		17,774,894		17,659,660	*		(115,234)		17,659,659		13,260,340	Q4 2009
05948KLA5		1,899,662		1,730,054	*		(169,607)		1,730,054		929,251	Q4 2009
05948KP37		10,774,469		10,676,031	*		(98,438)		10,676,031		7,980,675	Q4 2009
059497AC1		10,033,749		7,475,988	*		(2,557,761)		7,475,988		2,700,530	Q4 2009
059497AD9		2,324,169		1,247,454	*		(1,076,714)		1,247,454		1,025,695	Q4 2009
059497AE7		1,248,722		976,677	*		(272,045)		976,677		816,252	Q4 2009
05949AA67		6,044,085		4,810,509	*		(1,233,576)		4,810,509		3,013,806	Q4 2009
05949AA75		751,465		301,665	*		(449,799)		301,666		430,970	Q4 2009
05949AM23		2,018,498		1,815,559	*		(202,939)		1,815,559		1,867,555	Q4 2009
05949AM31		419,985		371,791	*		(48,194)		371,791		325,386	Q4 2009
05949AMP2		2,912,645		2,125,205	*		(787,440)		2,125,205		1,401,219	Q4 2009
059511AL9		7,909,548		4,984,251	*		(2,925,297)		4,984,251		2,157,600	Q4 2009
059511AM7		3,154,584		1,355,076	*		(1,799,508)		1,355,076		1,145,100	Q4 2009
059511AS4		1,707,661		1,267,071	*		(440,589)		1,267,071		1,098,651	Q4 2009
059511AU9		2,073,166		1,533,143	*		(540,023)		1,533,143		1,463,230	Q4 2009
07383FFU7		7,065,000		—	2		(1,399,103)		5,665,897		5,665,896	Q4 2009
07387BAU7		7,875,039		5,079,212	*		(2,795,827)		5,079,212		1,562,905	Q4 2009
07387BEQ2		6,510,227		1,763,264	*		(4,746,963)		1,763,264		2,421,832	Q4 2009
07387BGA5		2,801,784		1,418,267	*		(1,383,517)		1,418,267		380,252	Q4 2009
07388NAK2		14,152,891		13,845,930	*		(306,960)		13,845,930		3,354,147	Q4 2009
07388PAQ4		1,081,028		804,094	*		(276,933)		804,094		600,000	Q4 2009
07388RAM9		8,630,233		7,989,403	*		(640,830)		7,989,402		2,029,004	Q4 2009
07388RAN7		9,125,638		2,720,811	*		(6,404,827)		2,720,811		2,167,880	Q4 2009
07388RAP2		1,971,040		1,002,354	*		(968,686)		1,002,354		1,156,116	Q4 2009
07388YBC5		1,811,745		1,741,414	*		(70,331)		1,741,413		858,613	Q4 2009
07388YBE1		1,393,067		1,358,950	*		(34,117)		1,358,950		594,875	Q4 2009
073945AN7		3,339,528		3,306,158	*		(33,370)		3,306,158		957,803	Q4 2009
073945AQ0		1,868,879		659,798	*		(1,209,081)		659,798		418,758	Q4 2009
073945AS6		579,047		467,855	*		(111,193)		467,855		261,696	Q4 2009
12513YAM2		29,101,145		16,596,465	*		(12,504,680)		16,596,465		4,656,066	Q4 2009
12513YAP5		1,266,627		728,019	*		(538,609)		728,019		550,000	Q4 2009
12543TAD7		10,072,936		9,581,950	*		(490,987)		9,581,949		7,308,631	Q4 2009
12543UAD4		45,177,736		42,394,763	*		(2,782,973)		42,394,763		20,791,904	Q4 2009
12543UAE2		15,930,769		15,151,663	*		(779,106)		15,151,662		7,917,427	Q4 2009
12544AAC9		49,835,937		48,574,000	*		(1,261,938)		48,573,999		25,931,615	Q4 2009
12544DAK5		21,950,653		21,668,534	*		(282,120)		21,668,533		15,139,755	Q4 2009
12544DAQ2		15,698,178		15,576,810	*		(121,369)		15,576,809		9,330,008	Q4 2009
12544LAK7		31,269,224		30,929,120	*		(340,105)		30,929,120		23,283,773	Q4 2009
12544RAL2		8,883,000		8,687,070	*		(195,930)		8,687,070		5,835,361	Q4 2009
12545CAU4		39,546,663		37,843,800	*		(1,702,862)		37,843,800		29,109,776	Q4 2009
12558MBN1		14,860,111		14,345,456	*		(514,654)		14,345,456		2,493,919	Q4 2009
12566RAG6		40,498,727		38,955,331	*		(1,543,396)		38,955,331		28,805,442	Q4 2009
12566XAE8		34,342,512		31,146,695	*		(3,195,816)		31,146,696		22,906,737	Q4 2009
12566XAG3		15,725,340		14,714,071	*		(1,011,269)		14,714,071		7,004,737	Q4 2009
126171AQ0		4,979,133		4,294,374	*		(684,758)		4,294,375		1,184,275	Q4 2009

Intelligent Variable Annuity   n    Statement of Additional Information B-115

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
126378AG3	$	14,468,757	$	13,583,840*	$	(884,917)	$	13,583,840	$	9,322,523	Q4 2009
126378AH1		15,735,264		14,849,375*		(885,888)		14,849,376		8,924,133	Q4 2009
126670GR3		6,999,491		6,444,126*		(555,365)		6,444,126		2,538,239	Q4 2009
126670QT8		3,628,335		3,588,345*		(39,989)		3,588,345		2,216,845	Q4 2009
126671TW6		1,104,726		893,475*		(211,251)		893,475		157,397	Q4 2009
12667F2J3		38,230,681		37,962,649*		(268,031)		37,962,649		16,806,135	Q4 2009
12667F4N2		10,000,000		9,861,140*		(138,860)		9,861,140		6,538,343	Q4 2009
12667FMJ1		19,582,164		19,378,750*		(203,414)		19,378,750		11,437,931	Q4 2009
12667FR98		6,874,348		4,442,078*		(2,432,270)		4,442,079		1,295,211	Q4 2009
12667FYZ2		24,125,540		19,416,476*		(4,709,062)		19,416,477		5,117,969	Q4 2009
12667GFB4		68,056,538		67,661,838*		(394,700)		67,661,838		49,131,254	Q4 2009
12667GFT5		19,521,163		19,142,452*		(378,711)		19,142,452		12,645,891	Q4 2009
12667GJG9		16,385,944		16,353,725*		(32,220)		16,353,725		11,171,557	Q4 2009
12667GKE2		15,362,913		14,843,603*		(519,310)		14,843,603		7,562,329	Q4 2009
12667GQA4		23,036,429		22,632,015*		(404,413)		22,632,015		15,677,998	Q4 2009
12667GW74		20,096,846		20,031,300*		(65,546)		20,031,300		14,258,906	Q4 2009
12668ASQ9		4,716,558		4,702,861*		(13,697)		4,702,861		3,743,740	Q4 2009
12668ASQ9		23,876,161		23,806,825*		(69,335)		23,806,826		18,951,563	Q4 2009
12668ASR7		7,449,505		7,322,311*		(127,195)		7,322,311		3,739,156	Q4 2009
126694AG3		14,053,115		13,575,455*		(477,660)		13,575,456		5,578,762	Q4 2009
126694HK7		19,184,867		19,020,520*		(164,347)		19,020,520		14,660,188	Q4 2009
126694JS8		27,939,566		27,834,552*		(105,015)		27,834,552		10,595,359	Q4 2009
126694W61		24,054,887		22,698,354*		(1,356,531)		22,698,355		9,466,804	Q4 2009
126694XQ6		32,714,970		30,923,460*		(1,791,510)		30,923,460		13,730,021	Q4 2009
12669DN87		2,557,344		1,951,794*		(605,550)		1,951,794		1,261,641	Q4 2009
12669E4W3		5,078,179		4,840,770*		(237,407)		4,840,771		2,593,800	Q4 2009
12669YAF9		20,652,190		19,664,480*		(987,710)		19,664,480		8,774,980	Q4 2009
12669YAH5		16,469,188		16,368,462*		(100,724)		16,368,463		6,872,166	Q4 2009
12669YAX0		15,969,650		15,316,597*		(653,053)		15,316,597		6,697,462	Q4 2009
12670AAF8		48,352,021		45,989,003*		(2,363,017)		45,989,003		33,931,285	Q4 2009
14986DAT7		24,737,519		24,630,218*		(107,300)		24,630,219		3,632,255	Q4 2009
152314DS6		1,296,322		1,130,881*		(165,440)		1,130,881		326,094	Q4 2009
152314DT4		372,409		340,216*		(32,192)		340,216		225,279	Q4 2009
161546CJ3		831,935		783,254*		(48,680)		783,255		587,105	Q4 2009
161546CK0		799,928		465,669*		(334,259)		465,669		496,657	Q4 2009
161546DP8		1,096,469		763,269*		(333,200)		763,269		310,295	Q4 2009
161546FY7		4,136,277		2,201,132*		(1,935,146)		2,201,131		671,769	Q4 2009
161551FG6		335,000		288,420*		(46,581)		288,420		133,289	Q4 2009
161551FV3		551,726		430,572*		121,154)		430,572		253,334	Q4 2009
161551FW1		154,005		103,494*		(50,512)		103,493		3,237	Q4 2009
161631AV8		42,128,293		40,838,841*		(1,289,453)		40,838,841		30,045,941	Q4 2009
16163BAP9		29,341,512		28,968,115*		(373,396)		28,968,115		13,865,667	Q4 2009
16165LAG5		13,821,284		13,647,765*		(173,520)		13,647,765		7,986,973	Q4 2009
16165TBJ1		10,448,900		10,263,762*		(185,139)		10,263,761		6,816,639	Q4 2009
170255AS2		15,112,930		14,773,335*		(339,595)		14,773,335		11,552,634	Q4 2009
17025JAB9		9,459,235		9,190,500*		(268,735)		9,190,500		4,008,065	Q4 2009
17025JAB9		28,874,314		28,054,001*		(820,313)		28,054,001		12,234,618	Q4 2009
17025TAV3		28,498,552		27,463,404*		(1,035,149)		27,463,404		15,287,882	Q4 2009
172973W62		440,184		436,545*		(3,639)		436,545		313,988	Q4 2009
17309YAD9		20,217,243		19,172,924*		(1,044,318)		19,172,924		12,006,899	Q4 2009
17310AAR7		32,963,982		32,409,718*		(554,264)		32,409,718		20,022,763	Q4 2009
17310MAQ3		15,046,908		11,646,344*		(3,400,565)		11,646,344		1,856,580	Q4 2009
17310MAS9		1,275,932		960,222*		(315,710)		960,222		414,852	Q4 2009
17312FAD5		9,855,551		9,846,320*		(9,231)		9,846,320		7,494,675	Q4 2009
190749AN1		1,490,230		1,163,840*		(326,390)		1,163,840		360,290	Q4 2009

B-116 Statement of Additional Information   n    Intelligent Variable Annuity

continued

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows		Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
19075CAK9	$	10,988,235	$	5,934,671*	$	(5,053,564)	$	5,934,671	$	4,175,325	Q4 2009
19075CAL7		4,094,402		2,993,689*		(1,100,713)		2,993,689		3,540,530	Q4 2009
19075CAM5		1,087,743		779,994*		(307,749)		779,994		719,115	Q4 2009
19075CAN3		841,743		620,145*		(221,598)		620,145		500,000	Q4 2009
19075CAS2		3,735,011		3,321,386*		(413,625)		3,321,386		2,419,440	Q4 2009
20047EAP7		3,693,912		2,729,624*		(964,288)		2,729,624		4,169,656	Q4 2009
20173MAN0		19,810,076		7,538,530*		(12,271,546)		7,538,530		3,457,580	Q4 2009
20173MAQ3		1,220,517		672,399*		(548,119)		672,399		450,000	Q4 2009
20173QAQ4		2,426,918		2,420,539*		(6,379)		2,420,539		964,680	Q4 2009
20173QAR2		1,574,088		1,494,364*		(79,724)		1,494,364		669,900	Q4 2009
20173VAM2		7,613,342		6,145,038*		(1,468,304)		6,145,038		1,986,190	Q4 2009
22544QAK5		17,504,444		15,077,211*		(2,427,233)		15,077,211		3,463,938	Q4 2009
22544QAM1		19,198,558		6,452,459*		(12,746,099)		6,452,459		3,771,547	Q4 2009
22544QAN9		3,673,347		2,374,303*		(1,299,043)		2,374,303		1,541,414	Q4 2009
22544QAP4		1,395,672		1,013,000*		(382,671)		1,013,000		841,401	Q4 2009
22544QAQ2		2,386,341		1,713,685*		(672,655)		1,713,685		1,332,980	Q4 2009
225458DT2		2,910,803		2,893,702*		(17,101)		2,893,702		1,143,105	Q4 2009
225458SB5		14,087,585		14,001,464*		(86,122)		14,001,464		3,794,631	Q4 2009
22545MAL1		2,038,813		1,858,087*		(180,726)		1,858,087		2,593,430	Q4 2009
22545MAM9		1,709,901		1,586,278*		(123,623)		1,586,278		1,868,640	Q4 2009
22545XAP8		2,080,603		858,458*		(1,222,145)		858,458		2,707,527	Q4 2009
22545XAQ6		1,601,753		—*		(1,601,753)		—		1,117,160	Q4 2009
22545YAQ4		16,380,576		9,249,971*		(7,130,604)		9,249,971		2,061,587	Q4 2009
22545YAS0		7,162,378		6,066,179*		(1,096,199)		6,066,179		2,435,132	Q4 2009
225470H22		970,504		913,919*		(56,586)		913,919		879,984	Q4 2009
251510CY7		6,174,468		6,128,158*		(46,309)		6,128,159		2,385,464	Q4 2009
251510ET6		6,610,704		6,129,009*		(481,695)		6,129,009		1,531,776	Q4 2009
294751FB3		4,704,156		4,472,357*		(231,798)		4,472,358		941,193	Q4 2009
294751FC1		2,323,121		1,249,073*		(1,074,047)		1,249,073		395,093	Q4 2009
294754AY2		5,853,602		5,588,892*		(264,709)		5,588,893		4,304,994	Q4 2009
32051G2J3		19,664,606		19,456,027*		(208,579)		19,456,027		15,337,214	Q4 2009
32051GDH5		5,217,232		4,028,086*		(1,189,146)		4,028,086		3,390,503	Q4 2009
32051GFL4		7,842,427		7,595,406*		(247,021)		7,595,406		5,536,785	Q4 2009
36157TJG7		1,804,125		1,308,395*		(495,731)		1,308,395		1,469,454	Q4 2009
361849S29		6,462,883		4,691,115*		(1,771,769)		4,691,115		1,678,015	Q4 2009
36228CXK4		14,878,974		14,014,916*		(864,059)		14,014,916		1,650,000	Q4 2009
36228CYQ0		24,033,161		23,095,688*		(937,473)		23,095,688		7,171,836	Q4 2009
3622ECAH9		6,009,448		5,942,640*		(66,808)		5,942,640		2,934,538	Q4 2009
3622MPBE7		50,481,437		50,370,400*		(111,038)		50,370,400		39,532,250	Q4 2009
3622MSAC6		2,256,915		1,320,710*		(936,206)		1,320,710		1,198,500	Q4 2009
362332AM0		6,642,090		4,602,455*		(2,039,635)		4,602,455		1,911,030	Q4 2009
362332AN8		3,128,933		473,329*		(2,655,604)		473,329		856,025	Q4 2009
362332AT5		8,451,782		642,221*		(7,809,561)		642,221		2,520,945	Q4 2009
362332AV0		3,936,084		668,865*		(3,267,219)		668,865		1,640,000	Q4 2009
362334QC1		9,544,327		9,182,163*		(362,163)		9,182,164		7,009,589	Q4 2009
36246LAJ0		24,572,527		20,199,835*		(4,372,692)		20,199,835		6,914,975	Q4 2009
36246LAK7		20,209,700		7,818,916*		(12,390,785)		7,818,916		8,829,030	Q4 2009
36246LAL5		6,796,200		4,064,932*		(2,731,268)		4,064,932		5,808,390	Q4 2009
362669AQ6		10,133,998		10,076,619*		(57,380)		10,076,619		6,805,070	Q4 2009
36298JAC7		9,824,095		7,485,905*		(2,338,190)		7,485,905		1,299,000	Q4 2009
36828QSL1		1,764,915		977,473*		(787,442)		977,473		908,306	Q4 2009
45660LPD5		13,759,047		13,655,346*		(103,701)		13,655,346		9,245,813	Q4 2009
46412QAD9		4,768,657		4,752,036*		(16,620)		4,752,037		1,247,784	Q4 2009
46614KAB2		2,754,987		2,069,970*		(685,017)		2,069,970		500,000	Q4 2009
46625M2W8		1,230,406		1,196,249*		(34,156)		1,196,249		169,265	Q4 2009

Intelligent Variable Annuity   n    Statement of Additional Information B-117

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
46625MQ93	$	2,095,225	$	474,700	*	$	(1,620,525)	$	474,700	$	146,389	Q4 2009
46625MR27		296,961		182,521	*		(114,441)		182,521		126,514	Q4 2009
46625MUJ6		4,427,693		3,229,620	*		(1,198,073)		3,229,620		1,013,133	Q4 2009
46625MZH5		1,179,409		1,094,197	*		(85,212)		1,094,197		490,187	Q4 2009
46625MZJ1		2,162,622		259,295	*		(1,903,327)		259,295		342,817	Q4 2009
46625MZK8		2,331,637		—	*		(2,331,637)		—		302,478	Q4 2009
46625MZL6		44,886		—	*		(44,886)		—		225,453	Q4 2009
46625YC68		3,016,699		1,949,218	*		(1,067,481)		1,949,218		439,970	Q4 2009
46625YQ89		1,513,711		1,156,511	*		(357,200)		1,156,511		800,079	Q4 2009
46625YQ97		994,984		852,693	*		(142,291)		852,693		1,010,060	Q4 2009
46627MAC1		11,109,835		11,107,913	*		(1,922)		11,107,913		5,679,297	Q4 2009
46628CAD0		19,859,800		19,289,493	*		(570,307)		19,289,493		12,805,916	Q4 2009
46628SAG8		26,022,755		24,189,294	*		(1,833,461)		24,189,294		13,494,828	Q4 2009
46628YBK5		29,479,163		29,064,914	*		(414,249)		29,064,914		12,713,916	Q4 2009
46628YBP4		15,611,011		15,328,042	*		(282,969)		15,328,042		9,316,003	Q4 2009
46629YAM1		16,337,536		15,714,000	*		(623,536)		15,714,000		4,461,220	Q4 2009
46629YAQ2		1,460,898		1,180,316	*		(280,582)		1,180,316		1,011,940	Q4 2009
46630AAG3		450,846		429,259	*		(21,587)		429,259		360,000	Q4 2009
46630JAQ2		30,100,789		28,949,901	*		(1,150,888)		28,949,901		11,111,370	Q4 2009
46630JAS8		2,912,412		2,596,223	*		(316,189)		2,596,223		2,667,440	Q4 2009
46630JAU3		4,457,046		3,568,616	*		(888,430)		3,568,616		4,334,260	Q4 2009
46630JAW9		3,084,864		2,480,742	*		(604,122)		2,480,742		3,159,820	Q4 2009
46631BAP0		16,557,726		9,978,276	*		(6,579,450)		9,978,276		2,458,651	Q4 2009
46632HAR2		2,993,238		2,071,845	*		(921,393)		2,071,845		863,376	Q4 2009
486011AD1		12,800,000		—	2		(5,376,000)		7,424,000		7,424,000	Q4 2009
50177AAL3		9,847,630		2,320,838	*		(7,526,792)		2,320,838		1,603,730	Q4 2009
50179AAM9		3,872,820		2,919,210	*		(953,609)		2,919,210		480,000	Q4 2009
50179AAN7		1,687,002		1,350,628	*		(336,374)		1,350,628		549,000	Q4 2009
50179AAS6		1,625,796		1,300,608	*		(325,188)		1,300,608		524,370	Q4 2009
50180CAV2		824,030		740,070	*		(83,960)		740,070		720,000	Q4 2009
50180JAM7		5,085,004		4,203,920	*		(881,085)		4,203,920		1,700,000	Q4 2009
50180JAR6		2,635,610		2,240,014	*		(395,597)		2,240,014		840,000	Q4 2009
52108HSR6		6,799,961		2,694,968	*		(4,104,994)		2,694,968		1,660,414	Q4 2009
52108HST2		5,299,935		2,114,928	*		(3,185,007)		2,114,928		1,280,942	Q4 2009
52108HSV7		4,566,802		1,859,367	*		(2,707,435)		1,859,367		1,111,033	Q4 2009
52108HZ80		6,961,779		5,822,810	*		(1,138,969)		5,822,810		1,828,078	Q4 2009
525221EB9		4,999,219		4,976,530	*		(22,688)		4,976,531		2,699,322	Q4 2009
525221EB9		24,996,094		24,882,652	*		(113,441)		24,882,653		13,496,608	Q4 2009
525221JW8		42,492,282		40,532,474	*		(1,959,808)		40,532,474		25,739,305	Q4 2009
52522HAL6		40,000,000		39,094,709	*		(905,291)		39,094,709		17,347,248	Q4 2009
55312TAH6		10,038,969		7,114,883	*		(2,924,086)		7,114,883		2,796,660	Q4 2009
55312TAJ2		4,409,205		2,116,859	*		(2,292,346)		2,116,859		2,034,828	Q4 2009
55312TAK9		5,861,263		4,227,537	*		(1,633,726)		4,227,537		3,406,325	Q4 2009
55312TAQ6		627,674		—	2		(29,932)		597,742		597,742	Q4 2009
55312TAR4		692,324		—	2		(41,516)		650,808		650,808	Q4 2009
55312VAR9		20,572,173		19,840,853	*		(731,320)		19,840,853		3,954,150	Q4 2009
55312YAH5		9,889,566		8,118,376	*		(1,771,190)		8,118,376		3,489,990	Q4 2009
55312YAJ1		3,719,481		1,734,575	*		(1,984,907)		1,734,575		3,123,960	Q4 2009
55312YAK8		1,238,011		832,561	*		(405,450)		832,561		1,387,912	Q4 2009
55313KAJ0		16,420,888		9,748,422	*		(6,672,467)		9,748,422		4,319,428	Q4 2009
55313KAK7		4,705,265		750,579	*		(3,954,686)		750,579		1,104,800	Q4 2009
576434GR9		2,302,714		2,299,657	*		(3,057)		2,299,657		1,342,087	Q4 2009
576434SW5		11,501,301		11,319,422	*		(181,878)		11,319,422		6,428,454	Q4 2009
58556#AA0		3,648,605		2,088,388	*		(1,560,217)		2,088,388		2,088,461	Q4 2009
59022HEC2		4,863,526		1,462,290	*		(3,401,236)		1,462,290		2,343,838	Q4 2009

B-118 Statement of Additional Information   n    Intelligent Variable Annuity

continued

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
59022HED0	$	254,509	$	182,000	*	$	(72,509)	$	182,000	$	271,585	Q4 2009
59022HEE8		143,242		124,815	*		(18,427)		124,815		155,145	Q4 2009
59025KAK8		19,132,586		18,816,090	*		(316,496)		18,816,090		6,127,020	Q4 2009
60687UAM9		5,359,678		3,522,644	*		(1,837,034)		3,522,644		724,072	Q4 2009
60687VAM7		1,011,356		718,736	*		(292,620)		718,736		973,765	Q4 2009
60687VAN5		467,103		343,024	*		(124,080)		343,024		551,651	Q4 2009
60688BAM0		5,814,544		2,690,005	*		(3,124,539)		2,690,005		1,276,092	Q4 2009
60688BAS7		2,980,912		2,368,385	*		(612,527)		2,368,385		1,370,490	Q4 2009
617453AD7		1,542,447		1,438,751	*		(103,696)		1,438,751		1,055,068	Q4 2009
61745MTQ6		3,511,230		3,145,941	*		(365,289)		3,145,941		467,827	Q4 2009
61745MU68		2,521,714		2,318,144	*		(203,570)		2,318,144		1,326,172	Q4 2009
61749EAE7		21,937,113		20,632,744	*		(1,304,369)		20,632,744		14,241,794	Q4 2009
61749MAC3		4,982,502		3,122,850	*		(1,859,653)		3,122,850		1,248,255	Q4 2009
61749MAD1		3,971,145		869,200	*		(3,101,945)		869,200		1,097,016	Q4 2009
61749MAE9		649,935		537,516	*		(112,418)		537,516		973,452	Q4 2009
61749MAF6		335,488		309,596	*		(25,892)		309,596		444,996	Q4 2009
61749MAG4		245,789		226,491	*		(19,298)		226,491		295,570	Q4 2009
61749WAH0		5,831,762		5,444,731	*		(387,031)		5,444,731		4,125,921	Q4 2009
61749WAJ6		3,826,597		3,730,700	*		(95,897)		3,730,700		2,791,770	Q4 2009
61750HAN6		5,794,800		4,054,044	*		(1,740,756)		4,054,044		601,333	Q4 2009
61750YAF6		33,373,686		32,686,866	*		(686,821)		32,686,865		16,663,416	Q4 2009
61751NAQ5		2,487,197		1,664,541	*		(822,656)		1,664,541		589,020	Q4 2009
61751NAR3		1,028,941		880,327	*		(148,614)		880,327		400,000	Q4 2009
61751XAJ9		5,018,681		3,840,990	*		(1,177,692)		3,840,990		1,588,515	Q4 2009
61751XAL4		358,335		344,824	*		(13,511)		344,824		468,594	Q4 2009
61752JAF7		12,681,357		12,380,156	*		(301,201)		12,380,156		9,537,557	Q4 2009
61753JAN9		1,142,224		984,350	*		(157,874)		984,350		877,061	Q4 2009
61754KAN5		29,809,708		29,531,670	*		(278,038)		29,531,670		5,844,840	Q4 2009
61754KAP0		13,409,091		4,918,205	*		(8,490,886)		4,918,205		2,666,250	Q4 2009
643529AD2		13,146,934		13,050,002	*		(96,932)		13,050,002		9,017,512	Q4 2009
74438WAN6		1,816,058		1,072,747	*		(743,311)		1,072,747		458,439	Q4 2009
74438WAP1		49,158		—	*		(49,158)		—		141,563	Q4 2009
74924PAJ1		936,873		519,462	*		(417,411)		519,462		328,120	Q4 2009
74951PEA2		3,495,148		1,433,285	*		(2,061,864)		1,433,285		835,487	Q4 2009
749577AL6		19,105,048		18,361,590	*		(743,457)		18,361,590		8,706,964	Q4 2009
74957EAE7		18,387,988		18,193,031	*		(194,957)		18,193,031		12,426,822	Q4 2009
74957EAF4		38,816,646		38,362,976	*		(453,671)		38,362,976		30,535,097	Q4 2009
74957VAQ2		22,747,844		22,214,689	*		(533,156)		22,214,689		17,832,166	Q4 2009
74957XAF2		37,231,074		36,852,427	*		(378,648)		36,852,426		26,262,639	Q4 2009
749583AH3		10,731,811		10,129,813	*		(601,999)		10,129,813		4,117,628	Q4 2009
74958AAD6		32,866,792		31,650,698	*		(1,216,094)		31,650,698		25,854,525	Q4 2009
74958AAH7		29,073,808		27,518,940	*		(1,554,869)		27,518,940		17,192,658	Q4 2009
74958BAH5		27,755,168		26,705,567	*		(1,049,600)		26,705,567		17,197,206	Q4 2009
74958EAD8		49,662,273		49,333,700	*		(328,573)		49,333,700		37,201,145	Q4 2009
74981TAC8		9,000,000		—	2		(3,150,000)		5,850,000		5,850,000	Q4 2009
75115CAG2		9,239,147		8,856,643	*		(382,503)		8,856,643		4,622,037	Q4 2009
75971EAF3		467,367		426,480	*		(40,888)		426,480		249,442	Q4 2009
760985CM1		1,269,068		1,011,623	*		(257,444)		1,011,623		804,386	Q4 2009
760985SS1		6,542,585		6,519,650	*		(22,934)		6,519,650		2,957,601	Q4 2009
760985U66		182,646		71,279	*		(111,367)		71,279		31,872	Q4 2009
760985U74		18,856		8,739	*		(10,118)		8,738		4,228	Q4 2009
76110H5M7		110,543		107,801	*		(2,743)		107,800		93,788	Q4 2009
76110HHB8		4,318,025		3,800,653	*		(517,371)		3,800,653		1,572,093	Q4 2009
76110HQT9		1,441,903		1,286,426	*		(155,476)		1,286,426		541,109	Q4 2009
76110HSH3		3,131,045		2,652,424	*		(478,621)		2,652,424		583,025	Q4 2009

Intelligent Variable Annuity   n    Statement of Additional Information B-119

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
76110HX53	$	10,788,610	$	10,730,776	*	$	(57,833)	$	10,730,777	$	6,894,858	Q4 2009
76110HX87		24,320,507		23,938,918	*		(381,588)		23,938,919		15,338,776	Q4 2009
76110WQA7		17,189,799		15,628,689	*		(1,561,111)		15,628,689		5,701,419	Q4 2009
76110WQU3		4,478,236		2,780,528	*		(1,697,709)		2,780,527		1,017,879	Q4 2009
76110WRX6		3,720,469		2,952,563	*		(767,906)		2,952,563		628,962	Q4 2009
76110WTC0		4,438,808		3,111,412	*		(1,327,395)		3,111,412		1,183,599	Q4 2009
76110WTV8		2,022,143		899,482	*		(1,122,661)		899,482		407,986	Q4 2009
76110WXR2		9,699,484		9,369,981	*		(329,503)		9,369,981		4,053,679	Q4 2009
761118CZ9		11,726,512		11,266,871	*		(459,641)		11,266,871		4,579,678	Q4 2009
761118PQ5		12,839,852		12,296,584	*		(543,268)		12,296,584		9,392,704	Q4 2009
76114DAE4		16,600,875		15,340,494	*		(1,260,382)		15,340,493		12,614,418	Q4 2009
84604CAE7		3,738,299		3,401,919	*		(336,381)		3,401,919		1,038,660	Q4 2009
86359DPP6		26,065,028		22,653,220	*		(3,411,808)		22,653,220		7,578,276	Q4 2009
87222PAE3		36,209,915		35,349,969	*		(859,947)		35,349,969		15,782,436	Q4 2009
87246AAP3		20,502,917		14,536,428	*		(5,966,490)		14,536,428		2,167,886	Q4 2009
87246AAQ1		5,424,135		1,225,109	*		(4,199,026)		1,225,109		593,798	Q4 2009
92976UAA8		13,920,295		10,668,447	*		(3,251,848)		10,668,447		1,820,000	Q4 2009
92977QAP3		13,540,376		8,896,827	*		(4,643,549)		8,896,827		2,906,604	Q4 2009
92977QAQ1		4,916,523		3,218,604	*		(1,697,920)		3,218,604		2,611,154	Q4 2009
92978MAN6		25,076,116		21,257,728	*		(3,818,388)		21,257,728		5,553,925	Q4 2009
92978MAT3		4,232,886		1366,517	*		(2,866,369)		1,366,517		1,044,924	Q4 2009
92978QAJ6		41,868,287		34,756,308	*		(7,111,979)		34,756,308		17,803,755	Q4 2009
92978QAN7		1,054,106		588,222	*		(465,884)		588,222		1,852,940	Q4 2009
92978QAP2		1,006,290		586,700	*		(419,590)		586,700		1,681,690	Q4 2009
92978QAR8		2,428,623		2,009,685	*		(418,937)		2,009,685		3,686,283	Q4 2009
92978TAL5		23,643,133		22,488,549	*		(1,154,584)		22,488,549		8,652,630	Q4 2009
92978TAM3		7,091,481		5,731,599	*		(1,359,882)		5,731,599		7,777,740	Q4 2009
92978YAM2		14,518,036		6,756,551	*		(7,761,485)		6,756,551		2,405,355	Q4 2009
92978YAN0		8,560,596		3,780,993	*		(4,779,603)		3,780,993		2,170,710	Q4 2009
92978YAT7		3,155,533		2,481,476	*		(674,056)		2,481,476		1,375,000	Q4 2009
939344AN7		7,558,129		—	2		(1,492,699)		6,065,430		6,065,430	Q4 2009
94980KAQ5		891,257		697,126	*		(194,131)		697,126		605,375	Q4 2009
94980SAS4		37,892,867		37,298,560	*		(594,307)		37,298,560		19,209,448	Q4 2009
94980SBJ3		19,025,324		18,852,600	*		(172,725)		18,852,600		9,434,204	Q4 2009
949837AF5		69,395,783		69,077,308	*		(318,475)		69,077,308		37,135,283	Q4 2009
949837BE7		20,118,623		19,943,534	*		(175,089)		19,943,534		14,029,989	Q4 2009
949837BK3		8,651,946		8,601,312	*		(50,634)		8,601,312		6,121,859	Q4 2009
949837CC0		26,170,357		25,669,010	*		(501,347)		25,669,010		17,713,389	Q4 2009
94983BAP4		15,664,980		15,471,918	*		(193,062)		15,471,918		11,295,344	Q4 2009
94984AAR1		29,306,329		29,299,320	*		(7,008)		29,299,320		14,513,796	Q4 2009
94984FAR0		35,392,208		35,362,909	*		(29,300)		35,362,909		25,486,630	Q4 2009
94984XAB6		9,930,589		9,542,008	*		(388,582)		9,542,008		4,478,081	Q4 2009
94984XAD2		8,215,869		7,891,136	*		(324,733)		7,891,136		3,736,617	Q4 2009
94984XAM2		12,527,390		12,047,711	*		(479,679)		12,047,711		6,848,925	Q4 2009
94985JAB6		49,089,904		48,927,100	*		(162,804)		48,927,100		27,457,860	Q4 2009
94985JBR0		30,201,956		29,492,147	*		(709,810)		29,492,146		11,724,021	Q4 2009
94985JCA6		30,000,000		28,972,050	*		(1,027,950)		28,972,050		23,547,594	Q4 2009
94985LAD7		15,416,713		15,332,698	*		(84,015)		15,332,698		10,789,988	Q4 2009
94985RAP7		63,260,667		61,811,840	*		(1,448,827)		61,811,840		41,620,166	Q4 2009
94985WAP6		24,098,090		23,541,749	*		(556,341)		23,541,749		18,898,058	Q4 2009
94985WAQ4		71,553,189		70,433,050	*		(1,120,139)		70,433,050		28,405,225	Q4 2009
94985WBL4		37,767,886		37,226,500	*		(541,386)		37,226,500		25,982,515	Q4 2009
94986AAC2		113,043,780		111,243,240	*		(1,800,539)		111,243,240		79,103,383	Q4 2009
00253CHZ3		2,893,261		1,404,258	*		(1,489,003)		1,404,258		694,423	Q3 2009
126670QT8		4,999,957		3,628,334	*		(1,371,622)		3,628,334		1,948,947	Q3 2009

B-120 Statement of Additional Information   n    Intelligent Variable Annuity

continued

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
126670QU5	$	19,998,914	$	12,696,540	*	$	(7,302,374)	$	12,696,540	$	7,020,652	Q3 2009
12670BAC3		6,955,065		4,636,034	*		(2,319,032)		4,636,033		3,256,906	Q3 2009
161551FG6		447,876		335,165	*		(112,711)		335,165		122,131	Q3 2009
23243NAG3		10,669,451		4,937,169	*		(5,732,282)		4,937,169		3,141,673	Q3 2009
251511AC5		18,175,550		14,861,707	*		(3,313,843)		14,861,707		8,959,648	Q3 2009
33848JAC9		9,112,868		6,923,454	*		(2,189,414)		6,923,454		6,366,877	Q3 2009
3622ECAK2		20,941,477		18,788,252	*		(2,153,225)		18,788,252		11,474,209	Q3 2009
3622ELAD8		50,223,381		44,199,500	*		(6,023,881)		44,199,500		26,566,545	Q3 2009
362334NC4		17,932,324		14,708,014	*		(3,224,310)		14,708,014		8,351,942	Q3 2009
362375AD9		19,344,302		15,288,031	*		(4,056,270)		15,288,031		10,719,528	Q3 2009
395386AP0		16,986,719		14,017,799	*		(2,968,920)		14,017,799		11,738,682	Q3 2009
525221CM7		28,026,636		24,254,757	*		(3,771,879)		24,254,757		7,226,630	Q3 2009
525221JW8		44,542,371		42,492,282	*		(2,050,089)		42,492,282		25,949,093	Q3 2009
52523KAH7		14,909,635		11,956,832	*		(2,952,803)		11,956,832		8,970,537	Q3 2009
61750YAF6		39,999,988		33,373,686	*		(6,626,302)		33,373,686		18,338,272	Q3 2009
61752JAF7		14,943,281		12,681,357	*		(2,261,924)		12,681,357		8,250,000	Q3 2009
74040KAC6		4,810,269		—	2		(515,386)		4,294,883		4,294,884	Q3 2009
87222PAE3		39,983,008		36,209,916	*		(3,773,092)		36,209,916		16,649,220	Q3 2009
036510AB1		4,581,160		3,134,629	*		(1,446,531)		3,134,629		471,803	Q3 2009
03702YAC4		2,162,800		—	2		(432,560)		1,730,240		1,730,240	Q3 2009
05947UJV1		312,746		—	2		(90,811)		221,935		238,411	Q3 2009
05947UMN5		1,743,036		423,878	*		(1,319,158)		423,878		280,466	Q3 2009
05947UWA2		1,738,023		767,441	*		(970,582)		767,441		212,822	Q3 2009
05947UWB0		791,256		131,202	*		(660,054)		131,202		100,361	Q3 2009
059500AK4		850,693		—	2		(50,693)		800,000		800,000	Q3 2009
059500AM0		239,991		—	2		(16,551)		223,440		223,440	Q3 2009
05950EAN8		3,960,726		3,647,958	*		(312,768)		3,647,958		615,536	Q3 2009
05950EAP3		4,884,794		1,370,873	*		(3,513,921)		1,370,873		715,945	Q3 2009
059511AM7		5,904,407		3,154,584	*		(2,749,823)		3,154,584		750,192	Q3 2009
059511AS4		6,726,167		1,707,661	*		(5,018,506)		1,707,661		855,021	Q3 2009
059511AU9		9,752,428		2,073,166	*		(7,679,262)		2,073,166		1,137,750	Q3 2009
07387BEQ2		7,985,888		6,510,227	*		(1,475,661)		6,510,227		1,649,017	Q3 2009
07388RAN7		10,040,541		9,125,638	*		(914,903)		9,125,638		1,940,070	Q3 2009
07388RAP2		6,515,045		1,971,041	*		(4,544,005)		1,971,041		1,059,461	Q3 2009
07388VAL2		18,797,504		11,722,177	*		(7,075,327)		11,722,177		2,502,987	Q3 2009
07388YBA9		10,701,132		3,390,726	*		(7,310,407)		3,390,726		770,000	Q3 2009
07401DAN1		9,459,397		2,892,020	*		(6,567,377)		2,892,020		861,453	Q3 2009
12513YAP5		5,018,081		1,266,628	*		(3,751,454)		1,266,628		400,000	Q3 2009
19075CAK9		15,052,911		10,989,000	*		(4,063,911)		10,989,000		2,273,985	Q3 2009
19075CAL7		14,220,451		4,095,130	*		(10,125,321)		4,095,130		1,907,778	Q3 2009
19075CAM5		5,017,824		1,088,000	*		(3,929,824)		1,088,000		450,000	Q3 2009
19075CAN3		5,017,830		842,000	*		(4,175,830)		842,000		400,000	Q3 2009
19075CAS2		30,351,166		3,735,011	*		(26,616,156)		3,735,010		2,419,440	Q3 2009
20047EAP7		10,886,649		3,667,140	*		(7,219,509)		3,667,140		720,850	Q3 2009
20173QAN1		11,305,071		8,930,131	*		(2,374,940)		8,930,131		1,359,588	Q3 2009
20173VAM2		9,537,950		7,613,342	*		(1,924,608)		7,613,342		2,640,870	Q3 2009
22544QAM1		25,959,195		19,198,558	*		(6,760,637)		19,198,558		2,598,478	Q3 2009
22544QAN9		13,672,024		3,673,347	*		(9,998,678)		3,673,347		1,221,097	Q3 2009
22544QAP4		4,970,573		1,387,116	*		(3,583,458)		1,387,116		715,966	Q3 2009
225470H22		3,888,986		970,504	*		(2,918,481)		970,504		240,000	Q3 2009
362332AT5		15,051,925		8,451,782	*		(6,600,144)		8,451,782		2,285,175	Q3 2009
36246LAK7		34,001,514		20,209,700	*		(13,791,814)		20,209,700		4,404,435	Q3 2009
36246LAL5		28,970,952		6,796,200	*		(22,174,752)		6,796,200		3,239,070	Q3 2009
36828QSL1		2,972,198		1,764,915	*		(1,207,283)		1,764,915		611,917	Q3 2009
396789KF5		5,378,625		4,506,020	*		(872,604)		4,506,020		1,194,307	Q3 2009

Intelligent Variable Annuity   n    Statement of Additional Information B-121

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
42332QAN3	$	5,754,119	$	3,428,230	*	$	(2,325,889)	$	3,428,230	$	412,061	Q3 2009
46614KAB2		9,657,805		2,800,420	*		(6,857,385)		2,800,420		500,000	Q3 2009
46625MR50		330,414		—	2		(120,875)		209,539		92,059	Q3 2009
46625YQ89		3,430,992		1,513,711	*		(1,917,281)		1,513,711		581,182	Q3 2009
46629YAM1		20,070,948		16,337,536	*		(3,733,412)		16,337,536		3,476,200	Q3 2009
46630JAS8		10,035,389		2,912,412	*		(7,122,977)		2,912,412		1,108,700	Q3 2009
46632HAR2		4,028,186		2,987,063	*		(1,041,123)		2,987,063		657,928	Q3 2009
50180CAM2		11,464,618		2,607,049	*		(8,857,569)		2,607,049		1,573,335	Q3 2009
55312TAJ2		9,036,266		4,409,675	*		(4,626,591)		4,409,675		1,432,692	Q3 2009
55312TAK9		24,178,234		5,855,255	*		(18,322,980)		5,855,255		2,631,250	Q3 2009
55312TAR4		701,767		692,323	*		(9,444)		692,323		849,940	Q3 2009
55312VAR9		22,585,862		20,572,173	*		(2,013,689)		20,572,173		2,925,000	Q3 2009
55312YAH5		10,039,874		9,890,092	*		(149,782)		9,890,092		6,055,360	Q3 2009
55312YAJ1		15,059,261		3,720,261	*		(11,339,001)		3,720,261		3,310,965	Q3 2009
55312YAK8		8,031,810		1,238,429	*		(6,793,382)		1,238,429		1,521,368	Q3 2009
55312YAL6		10,039,591		1,036,649	*		(9,002,942)		1,036,649		1,268,330	Q3 2009
55312YAS1		10,039,851		682,106	*		(9,357,745)		682,106		1,273,890	Q3 2009
55312YAT9		2,141,339		1,234,413	*		(906,926)		1,234,413		1,800,000	Q3 2009
59023BAL8		4,930,792		4,713,154	*		(217,638)		4,713,154		604,725	Q3 2009
60687VAM7		5,018,438		1,011,356	*		(4,007,082)		1,011,356		581,350	Q3 2009
60688BAM0		8,279,911		5,814,544	*		(2,465,367)		5,814,544		2,036,952	Q3 2009
60688BAS7		9,910,681		2,980,912	*		(6,929,769)		2,980,912		2,100,637	Q3 2009
606935AQ7		4,916,561		1,051,034	*		(3,865,527)		1,051,034		812,775	Q3 2009
61745MU68		3,909,052		2,521,714	*		(1,387,338)		2,521,714		949,776	Q3 2009
61746WE63		5,393,259		4,810,580	*		(582,679)		4,810,580		1,369,482	Q3 2009
61749MAE9		3,953,068		649,935	*		(3,303,133)		649,935		783,732	Q3 2009
61750CAS6		9,000,000		5,734,363	*		(3,265,637)		5,734,363		1,779,777	Q3 2009
61751NAQ5		4,014,486		2,487,197	*		(1,527,289)		2,487,197		496,676	Q3 2009
61751XAK6		5,019,637		1,104,081	*		(3,915,556)		1,104,081		698,545	Q3 2009
61753JAK5		10,039,176		6,315,957	*		(3,723,219)		6,315,957		1,924,670	Q3 2009
61753JAL3		10,039,489		1,923,248	*		(8,116,241)		1,923,248		1,497,480	Q3 2009
61754KAP0		16,333,731		13,409,091	*		(2,924,640)		13,409,091		1,823,465	Q3 2009
74438WAN6		2,435,634		1,816,058	*		(619,576)		1,816,058		483,756	Q3 2009
87246AAQ1		6,507,642		5,424,135	*		(1,083,506)		5,424,135		600,539	Q3 2009
92978QAJ6		44,853,705		41,898,577	*		(2,955,129)		41,898,576		23,143,606	Q3 2009
92978QAN7		10,035,032		1,054,619	*		(8,980,412)		1,054,619		1,308,000	Q3 2009
92978QAP2		10,035,430		1,006,808	*		(9,028,621)		1,006,808		1,227,540	Q3 2009
92978QAR8		33,913,365		2,428,623	*		(31,484,742)		2,428,623		2,703,520	Q3 2009
92978QAT4		2,207,457		-307,191	*		(2,514,648)		-307,191		1,400,000	Q3 2009
92978TAL5		30,104,829		23,644,656	*		(6,460,172)		23,644,656		5,013,420	Q3 2009
92978TAM3		30,106,380		7,091,481	*		(23,014,899)		7,091,481		4,660,680	Q3 2009
92978YAN0		14,349,202		8,560,596	*		(5,788,606)		8,560,596		1,692,555	Q3 2009
92978YAT7		11,921,571		3,155,533	*		(8,766,039)		3,155,533		1,410,463	Q3 2009
02151CBD7		30,078,496		28,536,105	*		(1,542,391)		28,536,105		22,051,302	Q3 2009
12566XAG3		17,348,888		15,725,340	*		(1,623,548)		15,725,340		6,953,865	Q3 2009
02147QAE2		49,228,610		45,152,500	*		(4,076,110)		45,152,500		36,433,950	Q3 2009
12544RAL2		9,625,351		8,883,000	*		(742,351)		8,883,000		5,950,703	Q3 2009
12566XAE8		36,726,158		34,342,512	*		(2,383,646)		34,342,512		23,452,904	Q3 2009
16165TBJ1		11,550,415		10,448,900	*		(1,101,515)		10,448,900		6,535,688	Q3 2009
46627MAC1		11,998,763		11,109,835	*		(888,928)		11,109,835		5,856,448	Q3 2009
362334ME1		30,218,777		—	2		(12,195,320)		18,023,457		18,023,457	Q2 2009
61749EAE7		25,483,761		—	2		(16,778,706)		8,705,055		8,705,055	Q2 2009
294751CV2		2,761,322		—	2		(2,327,975)		433,347		433,347	Q2 2009
12613KAJ8		6,296,000		—	2		(5,351,600)		944,400		944,400	Q2 2009
643529AD2		15,955,720		—	2		(8,979,720)		6,976,000		6,976,000	Q2 2009

B-122 Statement of Additional Information   n    Intelligent Variable Annuity

continued

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
74040KAC6	$	5,669,246	$	—	2	$	(858,977)	$	4,810,269	$	4,810,270	Q2 2009
939344AN7		6,948,092		—	2		(1,155,092)		5,793,000		5,793,000	Q2 2009
015386AD7		1,718,750		—	2		(172,250)		1,546,500		1,546,500	Q2 2009
46630AAG3		3,008,127		—	2		(2,599,827)		408,300		408,300	Q2 2009
46630AAC2		3,509,499		—	2		(2,982,749)		526,750		526,750	Q2 2009
20173QAQ4		8,069,157		—	2		(7,372,176)		696,981		696,981	Q2 2009
22545YAS0		22,629,873		—	2		(20,705,482)		1,924,391		1,924,391	Q2 2009
46630JAU3		20,074,125		—	2		(17,918,125)		2,156,000		2,156,000	Q2 2009
50179AAN7		5,511,632		—	2		(4,650,800)		860,832		860,832	Q2 2009
362332AV0		20,707,546		—	2		(18,846,146)		1,861,400		1,861,400	Q2 2009
22545MAL1		14,047,555		—	2		(12,207,955)		1,839,600		1,839,600	Q2 2009
50179AAS6		7,520,314		—	2		(6,537,495)		982,819		982,819	Q2 2009
22545LAR0		16,935,085		—	2		(14,758,255)		2,176,830		2,176,830	Q2 2009
50179AAM9		4,015,625		—	2		(3,284,425)		731,200		731,200	Q2 2009
07388YBE1		6,678,995		—	2		(6,104,995)		574,000		574,000	Q2 2009
07388YBC5		6,807,716		—	2		(6,205,016)		602,700		602,700	Q2 2009
05950VAT7		5,720,982		—	2		(5,312,292)		408,690		408,690	Q2 2009
05947UMQ8		407,714		—	2		(339,694)		68,020		68,020	Q2 2009
05947UMP0		1,621,046		—	2		(1,360,721)		260,325		260,325	Q2 2009
05947UJT6		1,000,436		—	2		(743,026)		257,410		257,410	Q2 2009
22545LAT6		5,426,647		—	2		(4,926,626)		500,021		500,021	Q2 2009
61751NAR3		4,002,195		—	2		(3,660,595)		341,600		341,600	Q2 2009
92978MAT3		5,464,600		—	2		(4,860,639)		603,961		603,961	Q2 2009
92977QAQ1		13,034,405		—	2		(11,980,105)		1,054,300		1,054,300	Q2 2009
61754JAN8		2,787,584		—	2		(2,427,884)		359,700		359,700	Q2 2009
61753JAN9		7,376,067		—	2		(6,286,655)		1,089,412		1,089,412	Q2 2009
61753JAM1		10,040,730		—	2		(8,673,730)		1,367,000		1,367,000	Q2 2009
50180JAL9		7,028,178		—	2		(5,882,278)		1,145,900		1,145,900	Q2 2009
61749MAF6		2,933,947		—	2		(2,552,647)		381,300		381,300	Q2 2009
61746WE89		934,072		—	2		(703,548)		230,524		230,524	Q2 2009
61746WE71		2,038,212		—	2		(1,558,205)		480,007		480,007	Q2 2009
59023BAM6		5,888,700		—	2		(4,806,900)		1,081,800		1,081,800	Q2 2009
59022HEC2		6,984,225		—	2		(5,699,025)		1,285,200		1,285,200	Q2 2009
50180JAM7		17,068,049		—	2		(14,611,549)		2,456,500		2,456,500	Q2 2009
59022HED0		2,244,466		—	2		(1,953,125)		291,341		291,341	Q2 2009
52108RCK6		13,624,490		—	2		(12,692,065)		932,425		932,425	Q2 2009
50180JAR6		12,048,727		—	2		(10,654,327)		1,394,400		1,394,400	Q2 2009
52108MDU4		7,906,789		—	2		(6,461,189)		1,445,600		1,445,600	Q2 2009
251510CY7		9,287,032		—	2		(7,029,696)		2,257,336		2,257,336	Q2 2009
52521RAS0		3,173,730		—	2		(1,672,517)		1,501,213		1,501,212	Q2 2009
02149HAK6		27,458,769		—	2		(13,202,360)		14,256,409		14,256,409	Q2 2009
75115CAG2		10,160,350		—	2		(5,511,758)		4,648,592		4,648,592	Q2 2009
015386AA3		2,620,115		—	2		(20,115)		2,600,000		2,600,000	Q1 2009
126378AG3		16,952,099		—	2		(8,331,528)		8,620,571		8,620,571	Q1 2009
126378AH1		18,332,132		—	2		(8,896,772)		9,435,360		9,435,360	Q1 2009
152314DT4		406,084		—	2		(125,394)		280,690		280,690	Q1 2009
46628SAG8		28,479,557		—	2		(15,739,186)		12,740,371		12,740,372	Q1 2009
589929JS8		3,614,073		—	2		(977,614)		2,636,460		2,636,460	Q1 2009
61749WAH0		8,348,064		—	2		(3,723,256)		4,624,808		4,624,808	Q1 2009
61749WAJ6		4,840,214		—	2		(2,064,598)		2,775,616		2,775,615	Q1 2009
74040KAC6		6,735,434		—	2		(1,066,188)		5,669,246		5,669,247	Q1 2009
84604CAE7		4,395,157		—	2		(2,954,291)		1,440,866		1,440,867	Q1 2009
939344AN7		7,049,401		—	2		(101,309)		6,948,092		6,948,092	Q1 2009
03702YAC4		4,325,600		—	2		(2,162,800)		2,162,800		2,162,800	Q1 2009
05947UMQ8		402,748		—	2		(279,196)		123,552		123,552	Q1 2009

Intelligent Variable Annuity   n    Statement of Additional Information B-123

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
059497AD9	$	5,019,063	$	—	2	$	(4,649,648)	$	369,415	$	369,415	Q1 2009
059497AE7		6,023,080		—	2		(5,633,623)		389,457		389,456	Q1 2009
059500AK4		1,073,719		—	2		(223,026)		850,693		850,693	Q1 2009
059500AM0		279,971		—	2		(39,980)		239,991		239,991	Q1 2009
12513YAR1		46,179,909		—	2		(43,275,482)		2,904,427		2,904,427	Q1 2009
190749AN1		5,165,844		—	2		(4,674,925)		490,919		490,919	Q1 2009
22544QAQ2		14,679,428		—	2		(13,730,058)		949,370		949,370	Q1 2009
22545DAL1		18,978,397		—	2		(17,449,489)		1,528,908		1,528,908	Q1 2009
22545MAM9		15,623,911		—	2		(13,958,314)		1,665,597		1,665,597	Q1 2009
46629YAQ2		5,060,345		—	2		(4,730,706)		329,639		329,639	Q1 2009
46630JAW9		20,076,375		—	2		(18,747,505)		1,328,870		1,328,870	Q1 2009
55312TAQ6		1,243,450		—	2		(615,776)		627,674		627,674	Q1 2009
55312TAR4		1,246,413		—	2		(544,645)		701,768		701,768	Q1 2009
59022HEE8		1,733,805		—	2		(1,545,986)		187,819		187,818	Q1 2009
59023BAN4		6,816,310		—	2		(5,908,928)		907,382		907,382	Q1 2009
61751XAL4		2,008,458		—	2		(1,850,014)		158,444		158,444	Q1 2009
05949AA67		7,180,337		—	2		(4,018,514)		3,161,823		3,161,823	Q1 2009
05949AA75		831,546		—	2		(270,990)		560,556		560,556	Q1 2009
12667FR98		9,441,206		—	2		(3,893,272)		5,547,934		5,547,934	Q1 2009
12669DN87		2,733,589		—	2		(1,410,077)		1,323,512		1,323,513	Q1 2009
251510ET6		12,727,050		—	2		(11,016,684)		1,710,366		1,710,366	Q1 2009
79548KJH2		51,335		—	2		(23,450)		27,885		27,885	Q1 2009
79548KJJ8		53,540		—	2		(21,307)		32,233		32,234	Q1 2009
79548KJK5		28,691		—	2		(12,508)		16,183		16,184	Q1 2009
02148FAW5		32,011,265		—	2		(13,311,789)		18,699,476		18,699,477	Q1 2009
12667G8B2		299,003		—	2		(124,689)		174,314		174,315	Q1 2009
76110H5M7		236,856		—	2		(153,532)		83,324		83,324	Q1 2009
76114DAE4		18,470,379		—	2		(12,205,478)		6,264,901		6,264,900	Q1 2009
004421RV7		7,280,863		—	2		(2,325,579)		4,955,284		4,955,285	Q4 2008
015386AA3		4,500,000		—	2		(1,575,000)		2,925,000		2,925,000	Q4 2008
015386AB1		10,200,000		—	2		(3,570,000)		6,630,000		6,630,000	Q4 2008
015386AD7		2,437,500		—	2		(722,816)		1,714,684		1,714,684	Q4 2008
02148YAD6		24,448,783		—	2		(10,894,044)		13,554,738		13,554,738	Q4 2008
028909AC3		1,459,724		—	2		(481,866)		977,858		977,858	Q4 2008
03702YAC4		7,278,038		—	2		(2,952,438)		4,325,600		4,325,600	Q4 2008
05947UJV1		884,711		—	2		(566,669)		318,042		318,042	Q4 2008
05947UWC8		724,284		—	2		(637,873)		86,411		86,411	Q4 2008
05947UWD6		917,748		—	2		(838,199)		79,549		79,549	Q4 2008
05949AA75		2,375,256		—	2		(1,542,097)		833,159		833,159	Q4 2008
05949AM23		5,328,628		—	2		(3,347,549)		1,981,079		1,981,079	Q4 2008
05949AM31		1,618,515		—	2		(1,265,231)		353,284		353,284	Q4 2008
07388PAQ4		5,021,524		—	2		(4,378,524)		643,000		643,000	Q4 2008
073945AS6		1,754,077		—	2		(1,498,173)		255,904		255,904	Q4 2008
12558MBP6		16,579,545		—	2		(13,472,642)		3,106,903		3,106,903	Q4 2008
12667G8B2		444,952		—	2		(146,728)		298,224		298,224	Q4 2008
12669EWZ5		4,405,837		—	2		(2,024,744)		2,381,093		2,381,093	Q4 2008
152314DT4		1,149,308		—	2		(750,425)		398,883		398,883	Q4 2008
161551FH4		726,402		—	2		(312,617)		413,785		413,785	Q4 2008
17310MAS9		4,015,015		—	2		(3,485,815)		529,200		529,200	Q4 2008
20173MAQ3		4,869,808		—	2		(4,234,308)		635,500		635,500	Q4 2008
20173QAR2		6,726,129		—	2		(5,859,949)		866,181		866,181	Q4 2008
21075WCJ2		1,407,861		—	2		(377,699)		1,030,162		1,030,163	Q4 2008
22540VHN5		2,463,713		—	2		(1,124,977)		1,338,736		1,338,737	Q4 2008
22545LAV1		4,260,344		—	2		(3,754,459)		505,885		505,885	Q4 2008
22545MAP2		3,011,114		—	2		(2,638,814)		372,300		372,300	Q4 2008

B-124 Statement of Additional Information   n    Intelligent Variable Annuity

continued

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
22545XAP8	$	33,792,994	$	—	2	$	(29,365,135)	$	4,427,859	$	4,427,858	Q4 2008
294751DY5		1,586,038		—	2		(894,024)		692,014		692,014	Q4 2008
294751FC1		2,299,916		—	2		(1,875,560)		424,356		424,356	Q4 2008
36228CDP5		750,894		—	2		(532,759)		218,135		218,134	Q4 2008
3622ECAH9		9,815,000		—	2		(6,403,699)		3,411,301		3,411,301	Q4 2008
3622MSAC6		14,658,028		—	2		(12,858,028)		1,800,000		1,800,000	Q4 2008
38500XAM4		3,263,688		—	2		(2,878,688)		385,000		385,000	Q4 2008
42332QAP8		914,148		—	2		(741,129)		173,019		173,019	Q4 2008
46412QAD9		6,997,504		—	2		(5,554,244)		1,443,260		1,443,260	Q4 2008
46625M2W8		1,708,545		—	2		(1,550,593)		157,952		157,953	Q4 2008
46625M2Y4		596,284		—	2		(442,858)		153,426		153,426	Q4 2008
46625MR27		1,555,235		—	2		(1,309,659)		245,576		245,576	Q4 2008
46625YQ97		4,931,368		—	2		(4,159,368)		772,000		772,000	Q4 2008
50179MBT7		7,930,571		—	2		(6,789,914)		1,140,656		1,140,656	Q4 2008
50180CAV2		6,024,175		—	2		(5,211,175)		813,000		813,000	Q4 2008
50180CAW0		7,183,387		—	2		(6,315,658)		867,729		867,730	Q4 2008
53944MAC3		6,954,397		—	2		(5,694,397)		1,260,000		1,260,000	Q4 2008
55312TAQ6		3,817,868		—	2		(2,574,418)		1,243,450		1,243,450	Q4 2008
55312TAR4		3,616,402		—	2		(2,369,989)		1,246,413		1,246,413	Q4 2008
55312YAT9		20,004,831		—	2		(17,949,031)		2,055,800		2,055,800	Q4 2008
589929JS8		4,196,584		—	2		(460,813)		3,735,771		3,735,770	Q4 2008
59022HEF5		1,041,525		—	2		(907,992)		133,533		133,533	Q4 2008
59022HEG3		217,210		—	2		(129,739)		87,471		87,471	Q4 2008
59022HEH1		148,995		—	2		(100,815)		48,180		48,179	Q4 2008
59022HEJ7		163,421		—	2		(75,981)		87,440		87,439	Q4 2008
60687VAN5		3,276,152		—	2		(2,857,652)		418,500		418,500	Q4 2008
617453AC9		4,941,714		—	2		(4,307,214)		634,500		634,500	Q4 2008
617453AD7		6,839,059		—	2		(6,037,244)		801,815		801,815	Q4 2008
61746WE97		982,114		—	2		(622,238)		359,876		359,876	Q4 2008
61746WF21		198,149		—	2		(108,779)		89,370		89,370	Q4 2008
61749MAG4		2,463,365		—	2		(2,174,584)		288,781		288,782	Q4 2008
70556RAD3		41,824,931		—	2		(16,186,786)		25,638,145		25,638,145	Q4 2008
74040KAC6		14,387,860		—	2		(7,644,893)		6,742,967		6,742,967	Q4 2008
74924PAJ1		1,071,735		—	2		(577,030)		494,705		494,705	Q4 2008
760985U58		380,419		—	2		(70,655)		309,764		309,765	Q4 2008
760985U66		166,134		—	2		(69,050)		97,084		97,084	Q4 2008
760985U74		81,575		—	2		(54,048)		27,527		27,527	Q4 2008
76110HQT9		2,966,509		—	2		(1,968,981)		997,528		997,528	Q4 2008
76110VLD8		2,354,851		—	2		(467,251)		1,887,601		1,887,601	Q4 2008
76110VPJ1		2,462,808		—	2		(780,464)		1,682,344		1,682,344	Q4 2008
76110VPU6		1,428,428		—	2		(659,001)		769,427		769,427	Q4 2008
76110VTQ1		6,999,985		—	2		(6,060,515)		939,470		939,470	Q4 2008
76110WRX6		4,096,799		—	2		(1,412,549)		2,684,250		2,684,250	Q4 2008
76110WVT0		1,123,115		—	2		(565,567)		557,549		557,549	Q4 2008
76113GAC2		4,756,743		—	2		(4,437,090)		319,653		319,653	Q4 2008
92978QAT4		20,021,630		—	2		(17,893,630)		2,128,000		2,128,000	Q4 2008
939344AN7		10,000,000		—	2		(3,054,200)		6,945,800		6,945,800	Q4 2008
93934DAQ0		87,351		—	2		(51,823)		35,528		35,528	Q4 2008
94980KAQ5		1,103,943		—	2		(643,629)		460,314		460,314	Q4 2008
059500AK4		10,014,230		—	2		(8,891,170)		1,123,060		1,123,000	Q4 2008
059500AM0		3,181,507		—	2		(2,885,786)		295,721		295,721	Q4 2008
004421RV7		9,463,168		7,747,697	1		(1,715,471)		7,747,697		7,003,715	Q3 2008
03702YAC4		21,627,908		—	2		(14,058,108)		7,569,800		7,569,800	Q3 2008
05949AM31		1,873,669		1,656,719	1		(216,950)		1,656,719		739,839	Q3 2008
12558MBP6		19,071,607		16,855,724	1		(2,215,883)		16,855,724		5,396,442	Q3 2008

Intelligent Variable Annuity   n    Statement of Additional Information B-125

NOTES TO STATUTORY–BASIS FINANCIAL STATEMENTS   TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA concluded

CUSIP	Book/Adj Carrying Value Amortized Cost Before Current Period OTTI		Projected Cash Flows			Recognized Other-Than- Temporary Impairment		Amortized Cost After Other- Than-Temporary Impairment		Fair Value as of Date of Impairment		Financial Reporting Period
55312TAQ6	$	10,046,558	$	—	2	$	(6,083,638)	$	3,962,920	$	3,962,920	Q3 2008
55312TAR4		11,893,403		—	2		(8,099,902)		3,793,501		3,793,501	Q3 2008
589929JS8		5,505,188		—	2		(694,732)		4,810,456		4,810,456	Q3 2008
59022HEF5		1,160,443		1,060,145	1		(100,298)		1,060,145		445,708	Q3 2008
59022HEG3		575,821		229,619	1		(346,202)		229,619		266,453	Q3 2008
59022HEH1		259,151		161,404	1		(97,747)		161,404		233,878	Q3 2008
59022HEJ7		327,200		188,252	1		(138,948)		188,252		232,061	Q3 2008
74040KAC6		15,328,440		—	2		(940,580)		14,387,860		14,387,860	Q3 2008
004421RV7		13,293,979		10,420,391	1		(2,873,588)		10,420,391		8,677,457	Q2 2008
05947UJV1		1,613,758		1,063,032	1		(550,726)		1,063,032		2,510,921	Q2 2008
152314DT4		1,874,385		1,222,995	1		(651,390)		1,222,995		1,436,123	Q2 2008
59022HEG3		698,839		588,230	1		(110,609)		588,230		460,785	Q2 2008
59022HEH1		644,929		271,560	1		(373,369)		271,560		412,942	Q2 2008
59022HEJ7		1,010,816		352,031	1		(658,785)		352,031		628,144	Q2 2008
74040KAC6		16,983,047		—	2		(834,284)		16,148,763		16,148,763	Q2 2008
46625M2Y4		1,434,849		674,165	1		(760,684)		674,165		727,135	Q1 2008
46625MR50		641,983		483,307	1		(158,676)		483,307		680,162	Q1 2008
59022HEJ7		1,064,661		1,035,647	1		(29,014)		1,035,647		756,208	Q1 2008
61746WE97		1,687,099		1,085,336	1		(601,763)		1,085,336		1,710,037	Q1 2008
61746WF21		659,501		249,760	1		(409,741)		249,760		545,244	Q1 2008
68400XBL3		557,541		280,704	1		(276,837)		280,704		426,874	Q1 2008
760985U66		867,188		—	2		(536,924)		330,264		330,264	Q4 2007
363259AA0		15,000,000		—	2		(4,800,000)		10,200,000		10,200,000	Q4 2007
61746WF21		771,351		676,705	1		(94,646)		676,705		556,580	Q4 2007
760985U58		2,813,940		911,116	1		(1,902,824)		911,116		2,421,305	Q4 2007
760985U74		320,050		201,743	1		(118,307)		201,743		301,736	Q4 2007
76110WRX6		5,900,848		4,987,584	1		(913,264)		4,987,584		4,149,159	Q4 2007
652454BB4		10,000,000		—	2		(1,500,000)		8,500,000		8,500,000	Q3 2007
652454BC2		5,000,000		—	2		(850,000)		4,150,000		4,150,000	Q3 2007
52518RBE5		1,322,892		—	2		(333,510)		989,382		989,382	Q2 2006
42332QAP8		1,634,203		—	2		(160,236)		1,473,967		1,473,967	Q3 2005
46625MR50		1,587,229		—	2		(208,551)		1,378,678		1,378,678	Q3 2005
74681@AK5		4,500,000		—	2		(2,487,421)		2,012,579		2,012,579	Q3 2003
Total	$	6,867,233,409	$	4,602,073,300		$	(1,802,465,637)	$	5,064,767,772	$	3,067,313,039

* Projected cash flows are provided for securities imputed under SSAP 43R adoption

¹ Impairment based on undiscounted cash flows

² Impairment based on Fair Value

B-126 Statement of Additional Information   n    Intelligent Variable Annuity

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