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


FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
 
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________
Commission file number: 001-35263 and 333-197780

AMERICAN REALTY CAPITAL PROPERTIES, INC.
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter) 
Maryland (American Realty Capital Properties, Inc.)
 
45-2482685
Delaware (ARC Properties Operating Partnership, L.P.)
 
45-1255683
(State or other  jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
2325 E. Camelback Road, Suite 1100, Phoenix, AZ
 
85016
(Address of principal executive offices)
 
(Zip Code)
(800) 606-3610
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class:
Name of each exchange on which registered:
Common Stock, $0.01 par value per share (American Realty Capital Properties, Inc.)
NASDAQ Stock Market
Series F Preferred Stock, $0.01 par value per share (American Realty Capital Properties, Inc.)
NASDAQ Stock Market
 
 
 
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
 
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. American Realty Capital Properties, Inc. Yes o No x ARC Properties Operating Partnership, L.P. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. American Realty Capital Properties, Inc. Yes o No x ARC Properties Operating Partnership, L.P. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. American Realty Capital Properties, Inc. Yes x No o ARC Properties Operating Partnership, L.P. Yes x No o
Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). American Realty Capital Properties, Inc. Yes x No o ARC Properties Operating Partnership, L.P. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
American Realty Capital Properties, Inc.:
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
ARC Properties Operating Partnership, L.P.:
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer x
(Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). American Realty Capital Properties, Inc. Yes o No x ARC Properties Operating Partnership, L.P. Yes o No x
As of June 30, 2014, the aggregate market value of voting and non-voting common stock held by non-affiliates of American Realty Capital Properties, Inc. was $11.3 billion based on the closing sale price of $12.53 as reported on the NASDAQ Global Select Market on June 30, 2014. As of March 27, 2015 , there were 905,193,685 shares of common stock outstanding. There is no public trading market for the units of limited partner interests of ARC Properties Operating Partnership, L.P. As a result, the aggregate market value of the common units held by non-affiliates of ARC Properties Operating Partnership, L.P. cannot be determined.



AMERICAN REALTY CAPITAL PROPERTIES, INC. AND
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
For the fiscal year ended December 31, 2014

 
Page
 
 

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Table of Contents

Forward-Looking Statements
Certain statements included herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent, belief or current expectations of American Realty Capital Properties, Inc. (“ARCP” or the “General Partner”), ARC Properties Operating Partnership, L.P. (the “OP” or the “Operating Partnership”) and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “targets,” “goals,” “projects,” “plans,” “intends,” “should,” variations of such words or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Any statements regarding ARCP’s or the OP’s future financial condition, results of operations and business are also forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
As used herein, the terms the “Company,” “we,” “our” and “us” refer to ARCP, a Maryland corporation, together with our consolidated subsidiaries, including the OP, a Delaware limited partnership of which we are the sole general partner. The “Former Manager” refers to ARC Properties Advisors, LLC, a Delaware limited liability company, our former external manager. “ARC” refers to AR Capital, LLC (formerly known as American Realty Capital II, LLC) and its affiliated companies, which formerly was our sponsor. During the years ended December 31, 2013 and 2012, we retained the Former Manager to manage our affairs on a day-to-day basis and, as a result, were generally externally managed, with the exception of certain acquisition, accounting and portfolio management services performed by our employees. We ceased to be externally managed on January 8, 2014.
The following are some of the assumptions, risks, uncertainties and other factors, although not all assumptions, risks, uncertainties and other factors, that could cause our actual results to differ materially from those presented in our forward-looking statements:
•
We encounter significant competition in the acquisition of properties and we may be unable to acquire properties on advantageous terms.
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We are subject to risks associated with lease terminations, tenant defaults, bankruptcies and insolvencies and credit, geographic and industry concentrations with respect to tenants.
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We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
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We may not be able to effectively manage or dispose of assets acquired in connection with our Recent Acquisitions that do not fit within our target assets.
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We may not be able to effectively integrate and manage our expanded portfolio and operations following our Recent Acquisitions.
•
We could be subject to unexpected costs or unexpected liabilities that may arise from our Recent Acquisitions.
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Our properties may be subject to impairment charges.
•
We have substantial indebtedness, which may affect our ability to pay dividends, and expose us to interest rate fluctuations and the risk of default.
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Our overall borrowing and operating flexibility may be adversely affected by the terms of our Amended Credit Agreement and the indentures governing our senior unsecured notes and convertible notes.
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Our access to capital and terms of future financings may be adversely affected by our recent credit rating downgrade and loss of eligibility to register the offer and sale of our securities on Form S-3.
•
We may be affected by the incurrence of additional secured or unsecured debt.
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We may not be able to achieve and maintain profitability.
•
We may be affected by risks associated with current and future litigation.
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We may fail to remain qualified as a real estate investment trust for U.S. federal income tax purposes (“REIT”).
•
We may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and thus subject to regulation under the Investment Company Act.
•
There can be no assurance as to when we will resume paying a dividend in respect of our and our OP’s respective common equity, or, when it is resumed, that it will be paid at a rate equal to or at the same frequency as our previously declared monthly dividend.
•
We may not generate cash flows sufficient to pay our dividends to stockholders, and therefore may be forced to borrow at higher rates to fund our dividends.

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Table of Contents

•
We are subject to litigation and governmental investigations related to the findings of a recent Audit Committee investigation.
•
We have material weaknesses in our disclosure controls and procedures and our internal control over financial reporting and we may not be able to remediate such material weaknesses in a timely manner.
•
We may be unable to reestablish the financial network which supports Cole Capital and its Managed REITs and/or regain the prior transaction and capital raising volume of Cole Capital Corporation.
•
Our Cole Capital operations are subject to extensive governmental regulation.
•
We may not satisfy NASDAQ’s requirements for regaining compliance with its listing rules and, if so, NASDAQ could delist our common stock and Series F Preferred Stock.
•
We may be unable to retain or hire key personnel.
All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of this report.
We use certain defined terms throughout this document that have the following meanings:
Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. There are various forms of net leases, most typically classified as triple net or double net. Triple net leases typically require the tenant to pay all costs associated with a property, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent. Double net leases typically require the tenant to pay all the costs as triple net leases, but hold the landlord responsible for capital expenditures, including the repair or replacement of specific structural and/or bearing components of a property, such as the roof or structure of the building. Accordingly, the owner receives the rent “net” of these expenses, rendering the cash flow associated with the lease predictable for the term of the lease. Under a net lease, the tenant generally agrees to lease the property for a significant term and agrees that it will either have no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease.
Under a “modified gross lease,” the commercial enterprises occupying the leased property pay base rent plus a proportional share of some of the other costs associated with the property, such as property taxes, utilities, insurance and maintenance.
When we refer to a “creditworthy tenant,” we mean a tenant that has entered into a lease that we determine is creditworthy and may include tenants with an investment grade or below investment grade credit rating, as determined by major credit rating agencies, or unrated tenants. To the extent we determine that a tenant is a “creditworthy tenant” even though it does not have an investment grade credit rating, we do so based on our management’s determination that a tenant should have the financial wherewithal to honor its obligations under its lease with us. This determination is based on our management’s substantial experience closing net lease transactions and is made after evaluating all tenants’ due diligence materials that are made available to us, including financial statements and operating data.
When we refer to “annualized rental income,” we mean the rental income under our leases reflecting straight-line rent adjustments associated with contractual rent increases in the leases as required by generally accepted accounting principles in the United States (“U.S. GAAP”), which includes the effect of tenant concessions such as free rent, as applicable. When we refer to annualized rental income/net operating income (“NOI”) for net leases, we mean rental income on a straight-line basis, which includes the effect of tenant concessions such as free rent as applicable. For modified gross leased properties, NOI is rental income on a straight-line basis, which includes the effect of tenant concessions such as free rent, as applicable, plus operating expense reimbursement revenue less property expenses.
When we refer to properties that are net leased on a “long-term basis,” we mean properties with remaining primary lease terms of generally 10 years or longer on average.




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Table of Contents

PART I
Item 1. Business.
Overview
ARCP is a self-managed Maryland corporation incorporated on December 2, 2010 that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. On September 6, 2011, the Company completed its initial public offering (the “IPO”). ARCP’s common stock trades on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “ARCP.”
We operate through two business segments, Real Estate Investment (“REI”) and our private capital management business (“PCM”), Cole Capital ® (“Cole Capital”), as further discussed in Note 5 – Segment Reporting . Through the REI segment, we acquire, own and operate single-tenant, freestanding, commercial real estate properties, primarily subject to long-term net leases with high credit quality tenants. We seek to acquire net lease assets by self-originating individual or small portfolio acquisitions, by executing sale-leaseback transactions, and in connection with build-to-suit or forward take-out opportunities, to the extent they are appropriate in terms of capitalization rate and scale. We have also advanced our investment objectives through strategic mergers and acquisitions. See Note 2 –   Mergers and Significant Acquisitions and Sales to the consolidated financial statements in this report.
Cole Capital is contractually responsible for managing the affairs of the Managed REITs (as defined below) on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf, and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for services relating to these services.
Substantially all of our REI segment is conducted through the OP. We are the sole general partner and holder of 97.4% of the common equity interests in the OP as of December 31, 2014 with the remaining 2.6% common equity interests owned by certain unaffiliated investors. Under the limited partnership agreement of the OP (the “LPA”), after holding units of limited partner interests in the OP (“OP Units”) for a period of one year, unless otherwise consented to by us, holders of OP Units have the right to redeem the OP Units for the cash value of a corresponding number of shares of our common stock or, at our option, as general partner of the OP, a corresponding number of shares of our common stock. The remaining rights of the holders of OP Units are limited, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets. Substantially all of the Cole Capital segment is conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. CCA is treated as a taxable REIT subsidiary (“TRS”) under Section 856 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
Prior to January 8, 2014, we retained the Former Manager to manage our affairs on a day-to-day basis with the exception of certain acquisition, accounting and portfolio management services performed by our employees. In August 2013, our board of directors determined that it is in the best interests of us and our stockholders to become self-managed and we completed our transition to self-management on January 8, 2014. As of December 31, 2014, we had approximately 400 employees. For a discussion of certain transactions with the Former Manager in connection with our transition to self-management see Note 20 – Related Party Transactions and Arrangements to the consolidated financial statements.
As of December 31, 2014 , we owned 4,648 properties consisting of 103.1 million square feet, which were 99.3% leased with a weighted-average remaining lease term of 11.8 years. In constructing our portfolio, we are committed to diversification by industry, tenant and geography. As of December 31, 2014 , rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 46.9% (we have attributed the rating of each parent company to its wholly owned subsidiary for purposes of this disclosure). Our strategy encompasses receiving the majority of our revenue from investment grade and creditworthy tenants as we further acquire properties and enter into or assume lease arrangements.
Recent Developments
Management and Board Changes
During the fourth quarter of 2014, the Company underwent a change in senior leadership as a result of the resignations of the Company’s Executive Chairman of the Board, Chief Executive Officer and director, President and Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer. On October 28, 2014, the Company’s board of directors (the “Board of Directors”) appointed Michael J. Sodo as Chief Financial Officer and Gavin B. Brandon as Chief Accounting Officer. On December 15, 2014, William G. Stanley, who had been serving as the Company’s Lead Independent Director, became Interim Chairman of the Board and Interim Chief Executive Officer pending completion of the Board’s search, with the assistance of an independent search firm, for a new non-executive Chairman of the Board and a new permanent Chief Executive Officer.

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On March 10, 2015, the Company announced that the Board of Directors had appointed Glenn J. Rufrano to serve as the Company’s new Chief Executive Officer and a director, effective April 1, 2015. The Company also announced that, with the Restatement (as defined below) completed, the Company expecting to file this report by the end of March 2015 and the appointment of Mr. Rufrano, two of the Company’s directors, Leslie D. Michelson and Governor Edward G. Rendell, decided that it was the right time to step down from the Board of Directors, effective April 1, 2015, to make way for new directors. In addition to a non-executive Chairman of the Board, the Board of Directors is in the process of recruiting two other new independent directors, which will result in a seven-member board. The decision about renomination of the other existing directors for election at the 2015 annual meeting will be made by the disinterested members of the reconstituted board. Mr. Stanley will continue to serve as Interim Chairman of the Board until the appointment of the new non-executive Chairman of the Board.
Audit Committee Investigation and Restatement
On March 2, 2015, ARCP restated and amended its consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the fiscal periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013 and the OP restated and amended its consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the fiscal periods ended June 30, 2014 and 2013 (collectively, the “Restatement”). The Restatement reflected the findings of an independent investigation conducted by the Audit Committee of the Board of Directors (the “Audit Committee”) into concerns regarding accounting practices and other matters that had first been reported to it on September 7, 2014 (the “Audit Committee Investigation”) as well as a review performed by the Company’s new management. For information concerning the findings of the Audit Committee Investigation, see the Explanatory Note at the beginning of any of the following reports, each filed as of March 2, 2015: Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013 or the Company’s Quarterly Report on Form 10-Q/A for the fiscal period ended March 31, 2014 or June 30, 2014.
Settlement of the Cole Capital Litigation
On September 30, 2014, an affiliate of the Company and RCS Capital Corporation (“RCAP”) entered into an equity purchase agreement (the “Cole Purchase Agreement”) pursuant to which RCAP agreed to purchase all of the Company’s outstanding equity interests in Cole Capital for $700.0 million plus an earn-out of up to an additional $130.0 million . On November 3, 2014, the Company received notice from RCAP purporting to terminate the Cole Purchase Agreement. On November 11, 2014, the Company filed litigation against RCAP in the Court of Chancery of the State of Delaware to enforce its rights under the Cole Purchase Agreement. On December 4, 2014, the Company announced that it had entered into a settlement agreement with RCAP that resolved their dispute relating to the Cole Purchase Agreement. The settlement included $42.7 million (inclusive of $10.0 million previously delivered) in cash paid by RCAP to the Company; a $15.3 million unsecured note issued by RCAP to the OP, which matures not later than March 31, 2017; and a release of the Company from a payment obligation in the amount of $2.0 million in favor of RCAP or its affiliates. In addition to the settlement, the Company and RCAP have agreed to terminate, unwind or otherwise discontinue agreements, arrangements and understandings between the two parties and any of their respective subsidiaries.
Recent Mergers and Portfolio Acquisitions and Sale
The following summarizes mergers and portfolio acquisitions (the “Recent Acquisitions”) and a major portfolio sale that have been consummated since January 1, 2014:
American Realty Capital Trust IV, Inc. Merger
On July 1, 2013, we entered into an Agreement and Plan of Merger, as amended on October 6, 2013 and October 11, 2013, (the “ARCT IV Merger Agreement”) with American Realty Capital Trust IV, Inc., a Maryland corporation (“ARCT IV”), and certain subsidiaries of each company. The ARCT IV Merger Agreement provided for the merger of ARCT IV with and into a subsidiary of the OP (the “ARCT IV Merger”). We consummated the ARCT IV Merger on January 3, 2014. See Note 2 –   Mergers and Significant Acquisitions and Sales to the consolidated financial statements in this report for further discussion of the ARCT IV Merger.
ARCP and ARCT IV, from inception to the ARCT IV Merger date, were considered to be entities under common control. Both entities’ advisors were wholly owned subsidiaries of ARC. ARC and its related parties had ownership interests in us and in ARCT IV through the ownership of shares of common stock, OP Units and other equity interests. In addition, the advisors of both entities were contractually eligible to receive potential fees for their services to both of the companies, including asset management fees, incentive fees and other fees and had continued to receive fees from us prior to our transition to self-management on January 8, 2014. Due to the significance of these fees, the advisors and ultimately ARC were determined to have a significant economic interest in both companies in addition to having the power to direct the activities of the companies through advisory/management agreements, which qualified them as affiliated companies under common control in accordance with U.S. GAAP. The acquisition of an entity under common control is accounted for on the carryover basis of accounting, whereby the assets and liabilities of the

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companies are recorded upon the merger on the same basis as they were carried by the companies on the ARCT IV Merger date. In addition, U.S. GAAP requires us to present historical financial information as if the entities were combined for all periods the entities were under common control. Therefore, the accompanying financial statements including the notes thereto are presented as if the ARCT IV Merger, including the impact of the equity transactions entered into to consummate the merger, had occurred at inception.
Fortress Portfolio Acquisition
On July 24, 2013, ARC and another related entity, on behalf of the Company and certain other entities sponsored directly or indirectly by ARC, entered into a purchase and sale agreement with affiliates of funds managed by Fortress Investment Group LLC (“Fortress”) for the purchase of 196 properties owned by Fortress, for an aggregate contract purchase price of $972.5 million , subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs, which were allocated to the Company based on the pro rata fair value of the properties acquired by the Company relative to the fair value of all 196 properties sold by Fortress. Of the 196 properties, 120 properties were allocated to the Company (the “Fortress Portfolio”). On October 1, 2013, the Company closed on 41 of the 120 properties with a total purchase price of $200.3 million , exclusive of closing costs. On January 8, 2014, the Company closed the acquisition of the remaining 79 properties in the Fortress Portfolio, for an aggregate contract purchase price of $400.9 million , exclusive of closing costs. The total purchase price of the Fortress Portfolio was $601.2 million , exclusive of closing costs.
Inland Portfolio Acquisition
On August 8, 2013, ARC and another related entity, on behalf of the Company and certain other entities sponsored directly or indirectly by ARC, entered into a purchase and sale agreement with Inland American Real Estate Trust, Inc. (“Inland”) for the purchase of the equity interests of 67 companies owned by Inland for an aggregate contract purchase price of $2.3 billion , subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs. Of the 67 companies, the equity interests of 10 companies holding in the aggregate 33 properties (the “Inland Portfolio”) were allocated to the Company for a purchase price of $501.0 million , subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs, which were allocated to the Company based on the pro rata fair value of the Inland Portfolio relative to the fair value of all 67 companies sold by Inland. As of December 31, 2014 , the Company had closed on 32 of the 33 properties for a total purchase price of $288.2 million , exclusive of closing costs. The Company will not close on the remaining one property.
Cole Real Estate Investments, Inc. Merger
On October 22, 2013, ARCP and a wholly-owned subsidiary entered into an agreement and plan of merger (the “Cole Merger Agreement”) with Cole Real Estate Investments, Inc. (“Cole”), a publicly traded Maryland corporation. The Cole merger agreement provided for the merger of Cole with and into our wholly owned subsidiary (the “Cole Merger”). The Cole Merger was consummated on February 7, 2014. See Note 2 –   Mergers and Significant Acquisitions and Sales to the consolidated financial statements in this report for further discussion of the Cole Merger.
Cole Credit Property Trust, Inc. Merger
On March 17, 2014, ARCP and a wholly-owned subsidiary entered into an Agreement and Plan of Merger (the “CCPT Merger Agreement”) with Cole Credit Property Trust, Inc., a Maryland corporation (“CCPT”). The CCPT merger agreement provided for the merger of CCPT with and into a subsidiary of the Company (the “CCPT Merger”). The CCPT Merger was consummated on May 19, 2014. See Note 2 –   Mergers and Significant Acquisitions and Sales to the consolidated financial statements in this report for further discussion of the CCPT Merger.
Red Lobster Portfolio Acquisition
On May 15, 2014, we entered into a master purchase agreement to acquire over 500 properties, substantially all of which are operating as Red Lobster ® restaurants from a third party. The transaction was structured as a sale-leaseback in which we purchased and immediately leased the portfolio back to the third party pursuant to the terms of multiple master leases. The overall sale-leaseback transaction consisted of 522 Red Lobster ® restaurants and 20 other branded restaurant properties for a purchase price of $1.7 billion . The Company closed the Red Lobster Portfolio acquisition in the third quarter of 2014.
Abandoned Spin-off of Multi-Tenant Shopping Center Portfolio; Sale to Blackstone/DDR Joint Venture
On March 13, 2014, we announced our intention to spin off our multi-tenant shopping center business (the “MT Spin-off”) into a publicly traded REIT, American Realty Capital Centers, Inc., which was expected to operate under the name “ARCenters” and to trade on the NASDAQ Global Market under the symbol “ARCM.” The OP was expected to retain 25% ownership of ARCM. The MT Spin-off was expected to be effectuated through a pro rata taxable special distribution of one share of ARCM common stock for every 10 shares of our common stock and every 10 OP Units held by third parties in the OP. On April 4, 2014, ARCM

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filed a Registration Statement on Form 10 to register ARCM’s common stock, par value $0.01 per share, pursuant to Section 12(b) of the Exchange Act so that, upon consummation of the MT Spin-off, shares of ARCM received by holders of our common stock, or OP Units, as applicable, could freely trade their newly received ARCM common stock. ARCM was expected to be externally managed by us. On May 21, 2014, we announced that we had reassessed our plans for the multi-tenant shopping center portfolio and entered into a letter of intent to sell such portfolio to Blackstone Real Estate Partners VII L.P. (“Blackstone”), expecting to finalize pertinent documentation related thereto within 30 days of such date. The 64 multi-tenant properties and seven single-tenant properties (the “Multi-tenant Portfolio”) included in such sale were the same properties that would have been spun off into ARCM and, consequently, we abandoned our proposed spin-off at such time. On June 11, 2014, certain of our indirect subsidiaries entered into an agreement of purchase and sale with BRE DDR Retail Holdings III LLC (the “Blackstone/DDR Joint Venture”), an entity indirectly jointly owned by affiliates of Blackstone and DDR Corp. (“DDR”), pursuant to which the parties consummated the sale of our multi-tenant shopping center portfolio. On October 17, 2014, we completed the sale of the Multi-tenant Portfolio for $1.9 billion to the Blackstone/DDR Joint Venture. Additionally, we entered into a letter of intent with an unrelated third party to sell five multi-tenant properties for $52.3 million bringing total expected sale proceeds to $2.0 billion . The transaction aimed to simplify our REI business model, allowing us to focus solely on its single-tenant, net lease investments of $1.3 billion of net proceeds, of which $1.2 billion was used to reduce our leverage by paying down our line of credit and $542.8 million of secured mortgage debt was either repaid or assumed by the Blackstone/DDR Joint Venture. We reported a net loss on sale of $262.0 million , which includes the write-off of $195.5 million of goodwill allocated to the cost basis of the Multi-tenant Portfolio.
Transition to Self-Management
Prior to January 8, 2014, the Former Manager, a wholly owned subsidiary of ARC, managed our affairs on a day-to-day basis, with the exception of certain acquisition, accounting and portfolio management services performed by our employees. In August 2013, the Board of Directors determined that it was in the best interests of us and our stockholders to become self-managed, and we completed our transition to self-management on January 8, 2014. In connection with becoming self-managed, we terminated the existing management agreement with the Former Manager.
Under the termination agreement, the Former Manager agreed to provide services previously provided under the management agreement, to the extent required by ARCP, for a tail period of 60 days following January 8, 2014 in exchange for a payment in the amount of $10.0 million . In addition, pursuant to a separate transition services agreement, affiliates of the Former Manager agreed to provide certain transition services, including accounting support, acquisition support, investor relations support, public relations support, human resources and administration, general human resources duties, payroll services, benefits services, treasury, insurance and risk management, information technology, telecommunications and Internet and services relating to office supplies for a 60-day term, which was subject to extension by ARCP. For additional services as required by ARCP, ARCP paid an hourly rate or flat rate to be agreed on, that was not to exceed market rate. See Note 20 – Related Party Transactions and Arrangements to the consolidated financial statements in this report for further discussion.
Information relating to certain employment agreements and incentive compensation arrangments entered into in connection with the transition to self-management and subsequently terminated will be included in Part III of this report, which is expected to be filed by amendment prior to April 30, 2015.
Investment Policies
Our primary business objective is to generate a predictable level of monthly rents paid by primarily investment-grade rated and other creditworthy tenants under long-term leases. After consummation of the Recent Acquisitions discussed above, we own a portfolio that combines properties with stable income from creditworthy tenants with properties that we believe have strong fundamental business operations with the prospect for long-term sustainability. Our ongoing focus will be on actively managing our portfolio of high-quality, well located net leased properties diversified by tenant, industry and geography. We intend to strategically reinvest certain disposition proceeds into core, single-tenant net lease real estate that maintains or improves the quality of our portfolio while seeking self-originated investment opportunities. We expect this investment strategy to provide for stable income from our diverse portfolio creditworthy tenants and other tenants. We intend to pursue an investment strategy that maximizes current cash flow and achieves sustainable long-term growth. We expect to achieve these objectives by acquiring net leased properties that either (a) have in-place long-term net leases located in sub-markets with stable or improving market fundamentals or (b) provide a vital location or infrastructure that is essential to the business operations of the tenant.
Primary Investment Focus
Our REI business focuses on investing in single-tenant, freestanding, commercial real estate properties, primarily subject to long-term net leases with high credit quality tenants including retail, restaurants, office and distribution properties. We seek to invest in properties with tenants that reflect a diversity of industries, geographies and sizes. A significant majority of our net lease investments have been and will continue to be in properties net leased to investment grade-tenants, although at any particular time our portfolio may not reflect this. Our properties are primarily located in “Main & Main’’ locations in markets that we believe

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exhibit demographic and economic trends that will support growth. We believe the diversification of our portfolio reduces the risks associated with potential adverse events that may impact any one tenant, industry, asset type or location. We believe our scale will enable us to continue to make acquisitions without exposing ourselves to excessive concentration risk. Our strategy encompasses receiving the majority of our revenue from investment grade and creditworthy tenants as we further acquire properties and enter into (or assume) lease arrangements.
Under net lease arrangements, tenants enter into long-term leases and pay most of the costs associated with the property and limited day-to-day property management by us is required. As a result, net lease companies are generally able to increase their size and scale with minimal incremental expense. This enables us to take advantage of economies of scale resulting in significant operational efficiencies as we grow. We believe that our focus on net leases has also enabled us to achieve greater tenant and geographic diversification, more stable cash flows, increased liquidity and lower cost of capital.
Investing in Real Property
We invest, and expect to continue to invest, primarily in single-tenant, freestanding commercial real estate properties net leased to investment grade and creditworthy tenants. When evaluating prospective investments in real property, our management considers relevant real estate and financial factors, including the location of the property, the leases and other agreements affecting the property, the creditworthiness of major tenants, its income-producing capacity, its physical condition, its prospects for appreciation, its prospects for liquidity, tax considerations and other factors. In this regard, our management will have substantial discretion with respect to the selection of specific investments, subject to approval of the Board of Directors.
As of December 31, 2014 , we owned 4,648 properties, primarily double-net lease and triple-net lease assets, across property types. As a percentage of rental income, as of December 31, 2014 , retail and restaurant properties represented 62% , office properties represented 23% and distribution properties represented 15% of our total portfolio. Our portfolio is located across 49 states, the District of Columbia, Puerto Rico, and Canada. Our tenant base is comprised of 803 tenants, which include well-known national, as well as regional, companies across 42 industries.
The following table lists the tenant whose annualized rental income represented greater than 10% of consolidated annualized rental income, as of December 31, 2014 and 2013 :
Tenant
 
2014
 
2013
Red Lobster
 
11.6%
 
*
_______________________________________________
* The tenants’ annualized rental income was not greater than 10% of total annualized rental income for all portfolio properties as of the period specified.
The following table lists the state where we have a concentration of properties in which annualized rental income represented greater than 10% of consolidated annualized rental income, on a straight-line basis, as of December 31, 2014 and 2013 :
State
 
2014
 
2013
Texas
 
12.7%
 
10.7%
We do not have any specific policy as to the amount or percentage of our assets which will be invested in any specific property, other than the requirements under REIT qualification rules. We currently anticipate that our real estate investments will continue to be diversified in multiple net leased single-tenant properties and in multiple geographic markets.
Purchase and Sale of Investments
We may dispose of properties in the future and redeploy funds into new acquisitions that better align with our strategic objectives. Further, on a limited and opportunistic basis, we intend to acquire and promptly resell medium-term net lease assets for immediate gain. To the extent we engage in these activities, to avoid adverse U.S. federal income tax consequences, we generally must do so through a taxable REIT subsidiary (“TRS”). In general, a TRS is treated as a regular “C corporation” and therefore must pay corporate-level taxes on its taxable income. Thus, our yield on such activities will be reduced by such taxes borne by the TRS.
Investments in Real Estate Mortgages
While our current portfolio consists of, and our business objectives emphasize acquiring, owning and operating commercial real estate properties, we may, at the discretion of the Board of Directors and without a vote of our stockholders, invest in mortgages and other types of real estate interests consistent with our qualification as a REIT. We acquired $97.6 million of mortgage loans and $211.9 million of collateralized mortgage backed securities (“CMBS”) pursuant to the Cole Merger and merger with CapLease

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Inc. (“CapLease”), a Maryland corporation, and certain subsidiaries of each company on May 28, 2013 (the “CapLease Merger”). Investments in real estate mortgages run the risk that one or more borrowers may default under the mortgages and that the collateral securing those mortgages may not be sufficient to enable us to recoup our full investment. Investments in mortgages are also subject to our policy not to be treated as an “investment company” under the Investment Company Act.
Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers
Subject to the asset tests and income tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers (including partnership interests, limited liability company interests, common stock and preferred stock), where such investment would be consistent with our investment objectives, including for the purpose of exercising control over such entities. There are no limitations on the amount or percentage of our total assets that may be invested in any one issuer, other than those imposed by the gross asset tests we must meet in order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We do not intend that our investments in securities will require us to register as an “investment company” under the Investment Company Act, and we would generally divest appropriate securities before any such registration would be required.
Build-to-Suit and Properties Under Development
We are also expanding our investment activities beyond the traditional investment in completed properties with tenants in occupancy and paying rents by exploring a build-to-suit program and the acquisition of properties under development. Through the build-to-suit program and acquisition of properties under development or that require substantial refurbishment or renovation, we seek to source investments at higher rates of return relative to completed projects. We believe that by entering into projects with established developer partners, we can provide the capital needed to get projects built, while at the same time securing long-term investment assets for our company at yields significantly higher than those available for completed properties.
Cole Capital ®  
We acquired Cole Capital as part of our acquisition of Cole. Cole Capital sponsors and manages direct investment programs, which primarily include four publicly registered, non-traded REITs (the “Managed REITS”). Cole Capital is responsible for managing the day-to-day affairs of the Managed REITs, identifying and making acquisitions and investments on behalf of the Managed REITs, and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. Cole Capital serves as the dealer manager and distributes shares of common stock for certain Managed REITs and advises them regarding offerings, manages relationships with participating broker-dealers and financial advisors and provides assistance in connection with compliance matters relating to the offerings. Cole Capital receives compensation and reimbursement for services relating to the Managed REITs’ offerings and the investment, management, financing and disposition of their respective assets, as applicable. Cole Capital also develops new REIT offerings, including obtaining regulatory approvals from the U.S. Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority, Inc. (“FINRA”) and various blue sky jurisdictions for such offerings.
Joint Ventures
We may acquire or enter into joint ventures from time to time, if we determine that doing so would be the most cost-effective and efficient means of raising capital. Equity investments may be subject to existing mortgage financing and other indebtedness or such financing or indebtedness may be incurred in connection with acquiring investments. Any such financing or indebtedness will have priority over our equity interest in such property.
Financing Policies
We rely on leverage to allow us to invest in a greater number of assets and enhance our asset returns. We expect our leverage levels to decrease over time, as a result of one or more of the following factors: scheduled principal amortization on our debt and lower leverage on new asset acquisitions. We expect to continue to strengthen our balance sheet through debt repayment or repurchase and also opportunistically grow our portfolio through new property acquisitions.
We intend to finance future acquisitions with the most advantageous source of capital available to us at the time of the transaction, which may include a combination of public and private offerings of our equity and debt securities, secured and unsecured corporate-level debt, property-level debt and mortgage financing and other public, private or bank debt. In addition, we may acquire properties in exchange for the issuance of common stock or OP Units and in many cases we may acquire properties subject to existing mortgage indebtedness.
When we use mortgage financing, we generally seek to finance our properties with, or acquire properties subject to, long-term, fixed-rate, non-recourse debt, effectively locking in the spread we expect to generate on our properties and isolating the default risk to solely the properties financed. Through non-recourse debt, we seek to limit the overall company exposure in the

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event we default on the debt to the amount we have invested in the asset or assets financed. We seek to finance our assets with “match-funded” or substantially “match-funded” debt, meaning that we seek to obtain debt whose maturity matches as closely as possible the lease maturity of the asset financed. At December 31, 2014 , our corporate leverage ratio (total debt outstanding less on-hand cash and cash equivalents divided by base purchase price of acquired properties) was 56.6% .
We also may obtain secured or unsecured debt to acquire properties, and we expect that our financing sources will include banks, institutional investment firms, including asset managers and life insurance companies. Although we intend to maintain a conservative capital structure, our charter does not contain a specific limitation on the amount of debt we may incur and the Board of Directors may implement or change target debt levels at any time without the approval of our stockholders.
For information relating to recent amendments to our credit agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” We intend to continue to emphasize unsecured corporate-level or OP-level debt in our financing and to seek to reduce the percentage of our assets which are secured by mortgage loans.
Lending Policies
We do not have a policy limiting our ability to make loans to other persons, although we may be so limited by applicable law, such as the Sarbanes-Oxley Act. Subject to REIT qualification rules, we may make loans to unaffiliated third parties. For example, we may consider offering purchase money financing in connection with the disposition of properties in instances where the provision of that financing would increase the value to be received by us for the property sold. We do not expect to engage in any significant lending in the future. We may choose to guarantee debt of certain joint ventures with third parties. Consideration for those guarantees may include, but is not limited to, fees, long-term management contracts, options to acquire additional ownership interests and promoted equity positions. The Board of Directors may, in the future, adopt a formal lending policy without notice to or consent of our stockholders.
Dividend Policy
Until the completion of the Restatement and the filing of this report and in connection with the Amended Credit Agreement (as defined below), the Company agreed to suspend payment of dividends on its common stock until it complied with certain requirements set forth in such amendments. The Board of Directors is currently evaluating our dividend policy and expects to adopt a policy of paying a common stock dividend in line with our industry peers, while still meeting the minimum distribution requirement to maintain our status as a REIT, as discussed below.
We intend to continue to pay regular monthly dividends to holders of our Series F cumulative redeemable preferred stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income.
We have the ability to fund dividends from any source, including borrowing funds and using the proceeds of equity and debt offerings. Dividends made by us will be authorized by the Board of Directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law and our capital requirements.
Tax Status
ARCP currently qualifies and has elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. As a REIT, except as discussed below, ARCP generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if ARCP maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income.
The OP is classified as a partnership for federal income tax purposes. As a partnership, the OP is not a taxable entity for federal income tax purposes. Instead, each partner in the OP is required to take into account its allocable share of the OP’s income, gains, losses, deductions, and credits for each taxable year. However, the OP may be subject to certain state and local taxes on its income and property.
The Company conducts substantially all of its Cole Capital business operations through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Canada, and as a result, it files income tax returns in the U.S. federal jurisdiction, Canadian federal

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jurisdiction and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
Competition
We are subject to competition in the acquisition of properties and intense competition in the leasing of our properties. We compete with a number of developers, owners and operators of retail, restaurant, industrial and office real estate, many of which own properties similar to ours in the same markets in which our properties are located, in the leasing of our properties. We also may face new competitors and, due to our focus on single-tenant properties located throughout the United States, and because many of our competitors are locally or regionally focused, we will not encounter the same competitors in each region of the United States.
Many of our competitors have greater financial and other resources and may have other advantages over us. Our competitors may be willing to accept lower returns on their investments and may succeed in buying the properties that we have targeted for acquisition. We may also incur costs on unsuccessful acquisitions that we will not be able to recover.
Regulations
Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all material permits and approvals necessary under current law to operate our investments.
Environmental Matters
Under various federal, state and local environmental laws, a current owner of real estate may be required to investigate and clean up contaminated property. Under these laws, courts and government agencies have the authority to impose cleanup responsibility and liability even if the owner did not know of and was not responsible for the contamination. For example, liability can be imposed upon us based on the activities of our tenants or a prior owner. In addition to the cost of the cleanup, environmental contamination on a property may adversely affect the value of the property and our ability to sell, rent or finance the property, and may adversely impact our investment in that property.
Prior to acquisition of a property, we will obtain Phase I environmental reports, or will rely on recent Phase I environmental reports. These reports will be prepared in accordance with an appropriate level of due diligence based on our standards and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historic aerial photographs and other information on past uses of the property and nearby or adjoining properties. We may also obtain a Phase II investigation which may include limited subsurface investigations and tests for substances of concern where the results of the Phase I environmental reports or other information indicates possible contamination or where our consultants recommend such procedures.
Employees
As of December 31, 2014 , we had approximately 400 employees compared to 12 employees at December 31, 2013 .
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Available Information
We electronically file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, and proxy statements, with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, or you may obtain information by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet address at http://www.sec.gov that contains reports, proxy statements and information statements, and other information, which you may obtain free of charge. In addition, copies of our filings with the SEC may be obtained from the website maintained for us at www.arcpreit.com.

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Item 1A. Risk Factors.
This “Risk Factors” section contains references to our “capital stock” and to our “stockholders.” Unless expressly stated otherwise, the references to our “capital stock” represent our common stock and any class or series of our preferred stock, while the references to our “stockholders” represent holders of our common stock and any class or series of our preferred stock.
Risks Related to Recent Events
Following the announcement made by the Company on October 29, 2014 that certain of its financial statements could no longer be relied upon, various broker-dealers and clearing firms participating in offerings of Cole Capital’s Managed REITs suspended sales activity with Cole Capital, resulting in a significant decrease in capital raising activity and, consequently, a decline in the overall revenue generated by Cole Capital. While the Company has completed the Restatement and has become current in its filings with the SEC, there can be no assurance that Cole Capital will successfully or timely reengage some or all of the broker-dealers and clearing firms that formerly participated in its Managed REITs’ offerings and, therefore, the long-term capital raising activity and financial success of Cole Capital could be adversely affected.
Three of the four Managed REITs currently sponsored and managed by Cole Capital have ongoing initial public offerings and are early in their acquisitions stage, with a large amount of real estate acquisitions to come in the future if and, to the extent such Managed REITs raise additional capital in their respective initial public offerings. Following the October 29, 2014 announcement made by the Company that, based upon the preliminary findings of the Audit Committee Investigation, the Audit Committee had concluded that certain of the Company’s financial statements could no longer be relied upon, various broker-dealers and clearing firms which were participating in the initial public offerings of Cole Capital’s Managed REITs notified Cole Capital that for an indefinite period of time, they would not participate in such Managed REITs’ initial public offerings. Further, following such suspensions, Cole Capital experienced certain personnel departures.
Cole Capital generates revenue from capital raising activity and advisory activity, the latter of which is also contingent upon successful capital raising activity as each of the Managed REITs is a blind pool whose portfolio is largely built through the deployment of proceeds received in the respective Managed REIT’s initial public offering. Revenue generated from Cole Capital’s capital raising activity is received in the form of dealer manager fees, which are earned at the point of sale of the Managed REITs’ common stock and, therefore, a reduction in capital raising activity directly results in a reduction in such dealer manager fees. Additionally, Cole Capital receives one-time acquisition fees and ongoing advisory fees from its advisory activity. Acquisition fees are earned, in large part, when Cole Capital deploys raised capital from a Managed REIT’s initial public offering into real estate acquisitions. Cole Capital also receives advisory fees determined by the value of each Managed REIT’s total assets. An increase in assets under management, which occurs as the Managed REITs deploy more raised capital, results in increased advisory fees. If the Managed REITs receive little or no proceeds from their initial public offerings, Cole Capital will receive little or no acquisition fees and asset management fees will remain at their same levels as the Managed REITs’ portfolios experience little increase in value, if any. Additional fees may be earned by Cole Capital following the completion of a Managed REIT’s initial public offering and deployment of capital therefrom and, therefore, a slowdown in capital raising activity could delay or eliminate Cole Capital’s receipt of those additional fees. A description of Cole Capital’s fees is contained in Note 20 – Related Party Transactions and Arrangements to the consolidated financial statements in this report.
While the Company has completed the Restatement and become current in its filings with the SEC, there can be no assurance that any or all of the broker-dealers and clearing firms participating in the initial public offerings of Cole Capital’s Managed REITs will reengage with Cole Capital on a timely basis or at all and that Cole Capital will find suitable replacements for its recently departed personnel. If these circumstances continue for a prolonged period of time, capital raising activity at Cole Capital would be negatively affected, reducing overall fee generation at Cole Capital and, therefore, the overall financial success of Cole Capital and the Company could be adversely affected and have an adverse effect on our financial condition, results of operations and cash flows. During the year ended December 31, 2014, we recorded significant impairment charges relating to the intangible asset value associated with the dealer manager and advisory contracts of the Managed REITs. See Note 3 –  Summary of Significant Accounting Policies to the consolidated financial statements in this report for discussion of impairment charges.
Government investigations relating to the findings of the Audit Committee Investigation may require significant management time and attention, result in significant legal expenses or damages and cause our business, financial condition, results of operations and cash flows to suffer.
On November 13, 2014, we received the first of two subpoenas relating to the findings of the Audit Committee Investigation from the staff of the SEC, each of which calls for the production of documents. On December 19, 2014, we received a subpoena from the Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts. The U.S. Attorney’s Office for the Southern District of New York has contacted counsel for the Company and counsel for the Audit Committee. We and the Audit Committee are cooperating with these regulators in their investigations. The amount of time needed to resolve these investigations is uncertain, and we cannot predict the outcome of these investigations or whether we will face additional government

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investigations, inquiries or other actions related to the matters described in this filing. Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees in connection with the ongoing governmental investigations and any future government inquiries, investigations or actions. These matters could require us to expend significant management time and incur significant legal and other expenses and could result in civil and criminal actions seeking, among other things, injunctions against us and the payment of significant fines and penalties by us, which could have a material adverse effect on our financial condition, business, results of operations and cash flow. If any of these governmental authorities were to commence legal action, we could be required to pay significant penalties and could become subject to injunctions, a cease and desist order and other equitable remedies. We can provide no assurance as to the outcome of any governmental investigation.
ARCP and certain of our current and former officers and directors have been named as defendants in various lawsuits and other proceedings related to the findings of the Audit Committee Investigation and those lawsuits and other proceedings may require significant management time and attention, result in significant legal expenses or damages, including indemnification obligations, and have a material adverse effect on our business, financial condition, results of operations and cash flows.
Between October 30, 2014 and January 20, 2015, the Company and its current and former officers and directors (along with others) were named as defendants in ten putative securities class action complaints in the United States District Court for the Southern District of New York. At a February 10, 2015 status conference, the court consolidated these actions and appointed a lead plaintiff. The consolidated case is captioned In re American Realty Capital Properties, Inc. Litigation , 1:15-mc-00040-AKH. The consolidated class action complaint asserts claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The proposed class period runs from May 6, 2013 to October 29, 2014. In light of certain additional disclosures made by the Company on March 2, 2015, lead plaintiff has indicated an intention to file an amended class action complaint. The court has set a deadline of April 17 for lead plaintiff to file its amended complaint, and set a deadline of May 29 for the defendants to respond to the amended complaint.
In addition, on November 25, 2014, an additional putative securities class action complaint was filed in the Circuit Court for Baltimore County, Maryland, which the Company removed to the United States District Court for the District of Maryland (Northern Division) on December 23, 2014 and seeks to have transferred to the Southern District of New York. This action asserts claims for violations of Sections 11 and 15 of the Securities Act of 1933, arising out of allegedly false and misleading statements made in connection with the Company’s securities issued in connection with the Cole Merger. The Company is not yet required to respond to this complaint.
Between November 17, 2014 and January 29, 2015, nine shareholder derivative actions, purportedly in the name and for the benefit of the Company, were filed against certain of the Company’s current and former officers and directors in the United States District Court for the Southern District of New York, the Circuit Court for Baltimore City, Maryland and the Supreme Court of the State of New York. On February 9, 2015 and February 20, 2015, three of the plaintiffs who filed actions in the New York federal court voluntarily dismissed those actions without prejudice. The remaining six actions seek money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty, abuse of control, gross mismanagement and unjust enrichment in connection with the alleged conduct underlying the claims asserted in the securities class actions negligence and breach of contract. On February 10, 2015 status conference, the court consolidated the SDNY Derivative Actions under the caption Serafin v. Schorsch, et al. , No. 14-cv-9672 (AKH) (the “SDNY Consolidated Derivative Action”) and directed the plaintiffs to file a consolidated amended complaint by March 10, 2015.  On February 18, 2015, the parties to the New York Derivative Action entered into a stipulation setting a deadline of April 20, 2015 for the Company and defendants to respond to the complaint in the action.  On March 10, 2015, the plaintiffs in the SDNY Consolidated Derivative Action filed a consolidated amended complaint.  The Company and defendants are required to file motions to dismiss the consolidated amended complaint in the SDNY Consolidated Derivative Action by April 3, 2015.  On March 18, 2015, the parties to the Maryland Derivative Actions entered into a stipulation providing for, among other things, the consolidation of those actions. The plaintiffs and certain defendants in the Maryland state action have sought to consolidate those two actions, after which the plaintiffs intend to file a consolidated complaint.
On December 18, 2014, a former employee, Lisa McAlister, filed a defamation action against the Company and certain of its former officers and directors in the New York Supreme Court, captioned McAlister v. American Realty Capital Properties, Inc., et al., Index No. 162499/2014. On January 26, 2015, ARCP and defendants filed a motion to dismiss plaintiff’s complaint. Subsequently, Ms. McAlister voluntarily dismissed her complaint.
On January 7, 2015, Ms. McAlister also filed a complaint, No. 2-4173-15-016, with the Occupational Safety and Health Administration of the United States Department of Labor. Subsequently, Ms. McAlister voluntarily withdrew her complaint.

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On January 15, 2015, the Company and certain of its former directors and officers were named as defendants in an individual securities fraud action filed in the United States District Court for the Southern District of New York, captioned Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., et al. , No. 15-cv-307 (AKH) (the “Jet Capital Action”).  The Jet Capital Action seeks money damages and asserts claims for alleged violations of Sections 10(b), 18 and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, as well as common law fraud under New York law in connection with the purchase of the Company’s securities. At the request of the parties, the court has set a deadline of May 29 for the defendants to respond to the complaint.
On February 20, 2015, the Company, certain of its current and former directors and officers, and ARC Properties Operating Partnership L.P. (in addition to several other individuals and entities) were named as defendants in an individual securities fraud action filed in the United States District Court for the Southern District of New York, captioned Twin Securities, Inc. v. American Realty Capital Properties, Inc., et al. , No. 15-cv-1291 (the “Twin Securities Action”). The Twin Securities Action seeks money damages and asserts claims for alleged violations of Sections 10(b), 14(a), 18, and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as well as common law fraud under New York law in connection with the purchase of the Company’s securities. The Company is not yet required to respond to the complaint in the Twin Securities Action.
As a result of the various litigations described above, we may be obligated to advance legal expenses to and indemnify our current and former directors, officers and employees, as well as certain outside individuals and entities, including underwriters of prior securities offerings and directors of Cole Real Estate Investment, Inc. and ARCT IV. In addition, any of these lawsuits or other legal proceedings may require significant management time and attention, result in significant legal expenses or damages and have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As previously disclosed in connection with the Restatements, the Company’s new management concluded that, as a result of certain material weaknesses at each evaluation date, the Company’s disclosure controls and procedures and internal control over financial reporting were not effective at December 31, 2013, March 31, 2014 June 30, 2014 or September 30, 2014. Although, during the fourth quarter of 2014, the Company’s prior senior management resigned and new management commenced taking remedial actions, the existing material weaknesses had not been remediated at December 31, 2014 and, accordingly, management concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective at that date. See Item 9A – “Controls and Procedures.”
A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The Company is committed to remediating its material weaknesses as promptly as possible. Implementation of the Company’s remediation plans has commenced and is being overseen by the Audit Committee. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a material adverse effect on our financial condition and the trading price of our common stock.
We have not been in compliance with the requirements of NASDAQ for continued listing, and if NASDAQ does not concur that we have adequately remedied our non-compliance, our common stock may be delisted from trading on NASDAQ, which could have a material adverse effect on us and our shareholders.
We were delinquent in the filing of our Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2014 (the “Third Quarter 10-Q”) and this Annual Report on Form 10-K for the fiscal year ended December 31, 2014. As a result, we have not been in compliance with the listing rules of NASDAQ. On January 12, 2015, we submitted a compliance plan to NASDAQ and the staff at NASDAQ granted us an exception to file our Third Quarter 10-Q and any other delinquent SEC filings on or before April 15, 2015 in order to enable us to regain compliance with the listing rules. We filed our Third Quarter 10-Q with the SEC on March 2, 2015 and have now filed this Form 10-K. As a result, we currently believe that we have adequately remedied our non-compliance with NASDAQ’s listing rules within NASDAQ’s terms of exception. However, there can be no assurance that NASDAQ will concur that we have remedied our current non-compliance, in which case our common stock could remain subject to delisting

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by NASDAQ. Moreover, although we may be able to avail ourselves of a cure period, if the Board of Directors does not appoint additional independent directors on or before April 1, 2015, we will not be in compliance with NASDAQ rules requires that we have a majority of independent directors and a three-member Audit Committee. If our common stock were delisted, there can be no assurance whether or when it would again be listed for trading on NASDAQ or any other securities exchange. In addition, the market price of our shares might decline and become more volatile, and our shareholders might find that their investment in our shares has limited liquidity. Furthermore, institutions whose charters do not allow them to hold securities in unlisted companies might sell our shares, which could have a further adverse effect on the price of our stock.
Prior to the filing of this report and the provision of other required deliverables to the lenders under the credit facility, the amended credit agreement prohibited us and the OP from making distributions in respect of their respective common equity; although ARCP and the OP expect to this prohibition to end on the filing date of this report, there can be no assurance as to when or at what rate we and the OP will resume common equity distributions.
In connection with their entry into the Consent and Waiver (as defined below), ARCP and the OP agreed that, until such time as they had delivered the required financial statements and provided certain other financial deliverables to the lenders under the amended and restated credit agreement (the “Amended Credit Agreement”), ARCP and the OP would not make distribution payments in respect of our respective common equity. They expect this prohibition to end on the date of filing this report and providing this report and the other requisite deliverables to the lenders. However, there can be no assurance as to the timing of the declaration of their common stock distribution or the rate or frequency at which such distribution will be set and there can be no assurance that the rate at which they reinstate their common equity distributions will be consistent with the previous common equity distribution rate and frequency. Further, their ability to fund any future common equity distributions to be paid by ARCP and the OP to their respective common equity holders may be adversely affected by their recently reduced borrowing capacity under the Amended Credit Agreement.
The recent downgrades in our credit ratings by Standard & Poor’s and Moody’s could impact our access to capital and materially adversely affect our business and financial condition.
The credit ratings for our senior notes have been downgraded by Moody’s Investor Service, Inc. and Standard & Poor’s Rating Services to a non-investment grade credit rating and there can be no assurance that they will not be downgraded further. The current downgrade, and any further downgrade, could adversely affect the cost and availability of capital we can access, as well as the terms of any financing we obtain. Since we depend in part on debt financing to fund our growth, such an adverse change in our credit rating could have a material adverse effect on our financial condition, results of operations and liquidity, the trading price of the notes, and future growth and on transactions in which we must obtain debt capital at an advantageous cost. Credit ratings are not recommendations to purchase, hold or sell the notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes.
As a result of the delayed filing of our periodic reports with the SEC, we are not currently eligible to use a registration statement on Form S-3 to register the offer and sale of securities, which may adversely affect our ability to raise future capital or complete acquisitions.
We are not currently eligible to register the offer and sale of our securities using a registration statement on Form S-3 and we will not become eligible until we have timely filed certain periodic reports required under the Securities Exchange Act of 1934 for 12 consecutive calendar months. There can be no assurance when we will meet this requirement, which depends in part upon our ability to file our periodic reports on a timely basis in the future. Should we wish to register the offer and sale of our securities to the public before we are eligible to do so on Form S-3, our transaction costs and the amount of time required to complete the transaction could increase, making it more difficult to execute any such transaction successfully and potentially having an adverse effect on our financial condition.
Risks Related to Our Properties and Operations
Our growth will partially depend upon our ability to successfully acquire future properties, and we may be unable to enter into and consummate property acquisitions on advantageous terms or our property acquisitions may not perform as we expect due to competitive conditions and other factors.
We acquire primarily freestanding, single-tenant properties net leased primarily to investment-grade and other credit tenants. The acquisition of properties entails various risks, including the risks that our investments may not perform as we expect, that we may be unable to quickly and efficiently integrate our new acquisitions into our existing operations and that our cost estimates for bringing an acquired property up to market standards may prove inaccurate. Further, we expect to finance future acquisitions through a combination of borrowings under a credit facility with Wells Fargo, National Association, as administrative agent and other lenders party thereto (the “Credit Facility”), as amended, proceeds from equity or debt offerings by ARCP or the Operating Partnership or its subsidiaries and proceeds from property contributions and divestitures, which may not be available and which

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could adversely affect our cash flows. Any of the above risks could adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the market price of, our common stock.
In addition, our growth strategy includes the disciplined acquisition of properties as opportunities arise. Our ability to acquire properties on satisfactory terms and successfully integrate and operate them is subject to the following significant risks:
•
we may be unable to acquire desired properties because of competition from other real estate investors with more capital, including other real estate operating companies, REITs and investment funds, including the Managed REITs;
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we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
•
competition from other potential acquirers may significantly increase the purchase price of a desired property;
•
we may be unable to generate sufficient cash from operations, or obtain the necessary debt or equity financing to consummate an acquisition or, if obtainable, financing may not be on satisfactory terms;
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we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
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agreements for the acquisition of properties are typically subject to customary conditions to closing, including satisfactory completion of due diligence investigations, and we may spend significant time and money on potential acquisitions that we do not consummate;
•
the process of acquiring or pursuing the acquisition of a new property may divert the attention of our management from our existing business operations;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations;
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market conditions may result in future vacancies and lower-than-expected rental rates; and
•
we may acquire properties without any recourse, or with only limited recourse, for liabilities, whether known or unknown, such as cleanup of environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
If we cannot complete property acquisitions on favorable terms, or operate acquired properties to meet our goals or expectations, our business, financial condition, results of operations and cash flow, the per share trading price of our common stock, and our ability to satisfy our debt service obligations and to pay dividends to our stockholders could be materially adversely affected.
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all, which could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for dividends to our stockholders, the per share trading price of our common stock and our ability to satisfy our debt service obligations.
Because we compete with a number of real estate operators in connection with the leasing of our properties, the possibility exists that one or more of our tenants will extend or renew its lease with us when the lease term expires on terms that are less favorable to us than the terms of the then-expiring lease, or that such tenant or tenants will not renew at all. Because we depend, in large part, on rental payments from our tenants, if one or more tenants renews its lease on terms less favorable to us, does not renew its lease or we do not re-lease a significant portion of the space made available due to vacancy, our financial condition, results of operations, cash flow, cash available for dividends to our stockholders, the per share trading price of our common stock and our ability to satisfy our debt service obligations could be materially adversely affected.
We are dependent on single-tenant leases for our revenue and, accordingly, lease terminations or tenant defaults could have a material adverse effect on our results of operations.
We focus our investment activities on ownership of freestanding, single-tenant commercial properties that are net leased to a single tenant. Therefore, the financial failure of, or other default in payment by, a single tenant under its lease is likely to cause a significant reduction in our operating cash flows from that property and a significant reduction in the value of the property, and could cause a significant reduction in our revenues. If a lease is terminated or defaulted on, we may experience difficulty or significant delay in re-leasing such property, or we may be unable to find a new tenant to re-lease the vacated space, which could result in us incurring a loss. To the extent that we have entered into a master lease with a particular tenant, the termination of such master lease could affect each property subject to the master lease, resulting in the loss of revenue from all such properties. Additionally, we would then be obligated to re-lease all of the locations previously subject to the master lease. Overall, the current economic conditions may put financial pressure on and increase the likelihood of the financial failure of, or other default in payment by, one or more of the tenants to whom we have exposure.

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The failure by any major tenant with leases in multiple locations to make rental payments to us, because of a deterioration of its financial condition or otherwise, or the termination or non-renewal of a lease by a major tenant, would have a material adverse effect on us.
Our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our tenants. While we evaluate the creditworthiness of our tenants by reviewing available financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments or avoid defaulting under its lease. At any time, our tenants may experience an adverse change in their business. For example, the downturn in the global economy that commenced in 2008 may have adversely affected, or may in the future adversely affect, one or more of our tenants. If any of our tenants’ businesses experience significant adverse changes, they may decline to extend or renew leases upon expiration, fail to make rental payments when due, close a number of stores, exercise early termination rights (to the extent such rights are available to the tenant) or declare bankruptcy. If a tenant defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.
If any of the foregoing were to occur, it could result in the termination of the tenant’s leases and the loss of rental income attributable to the terminated leases. If a lease is terminated or defaulted on, we may be unable to find a new tenant to re-lease the vacated space at attractive rents or at all, which would have a material adverse effect on our results of operations and our financial condition. Furthermore, the consequences to us would be exacerbated if one of our major tenants were to experience an adverse development in its business that resulted in it being unable to make timely rental payments or to default under its lease. The occurrence of any of the situations described above would have a material adverse effect on our results of operations and our financial condition.
The acquisition of the Red Lobster Portfolio resulted in 11.6% of our annualized base rent as of December 31, 2014 being derived from a single tenant, which is a non-investment grade tenant that owns a business that has previously reported declines in revenues and other operational difficulties.
The acquisition of the Red Lobster Portfolio resulted in 11.6% of annualized base rent as of December 31, 2014 being derived from a single tenant, a wholly owned subsidiary of Golden Gate Capital. A downturn in the demand for casual restaurant dining generally or casual seafood dining at Red Lobster ® restaurants specifically could adversely impact the ability of such tenant to satisfy its rent obligations. In addition, Red Lobster does not constitute an investment grade tenant and has reported declines in revenue. A default by such tenant could result in a material reduction in our cash flows or result in material losses in the value of our property portfolio.
If a sale-leaseback transaction is re-characterized in a tenant’s bankruptcy proceeding, our financial condition could be adversely affected.
We have entered and may continue to enter into sale-leaseback transactions. In a sale-leaseback transaction, we purchase a property and then lease it back to the person from whom we purchased it. In the event of the bankruptcy of a tenant, a transaction structured as a sale-leaseback may be re-characterized as either a financing or a joint venture, either of which outcomes could adversely affect our financial condition, cash flow and the amount available for distributions to our stockholders.
If the sale-leaseback were re-characterized as a financing, we might not be considered the owner of the property and, as a result, would have the status of a creditor in relation to the tenant. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the tenant for the amounts owed under the lease, with the claim arguably secured by the property. The tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its outstanding balance. If confirmed by the bankruptcy court, we could be bound by the new terms and prevented from foreclosing our lien on the property. If the sale-leaseback were re-characterized as a joint venture, our lessee and we could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the lessee relating to the property.
We are subject to tenant geographic concentrations that make us more susceptible to adverse events with respect to certain geographic areas.
We are subject to geographic concentrations, the most significant of which, as of December 31, 2014, are the following:
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$175.3 million , or 12.7% , of our annualized rental income came from properties located in Texas;
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$82.3 million , or 6.0% , of our annualized rental income came from properties located in Illinois;
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$81.1 million , or 5.9% , of our annualized rental income came from properties located in Florida;
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$75.7 million , or 5.5% , of our annualized rental income came from properties located in California; and
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$67.9 million , or 4.9% , of our annualized rental income came from properties located in Georgia.

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Any downturn of the economies in one or more of these states, or in any other state in which we, may have a significant credit concentration in the future, could result in a material reduction of our cash flows or material losses to us.
Our net leases may require us to pay property-related expenses that are not the obligations of our tenants.
Under the terms of the majority of our net leases, in addition to satisfying their rent obligations, our tenants are responsible for the payment of real estate taxes, insurance and ordinary maintenance and repairs. However, under the provisions of certain existing leases and leases that we may enter into in the future with our tenants, we may be required to pay some expenses, such as the costs of environmental liabilities, roof and structural repairs, insurance, certain non-structural repairs and maintenance. If our properties incur significant expenses that must be paid by us under the terms of our leases, our business, financial condition and results of operations will be adversely affected and the amount of cash available to meet expenses and to pay dividends to holders of our capital stock may be reduced.
Net leases may not result in fair market lease rates over time, which could negatively impact our income and reduce the amount of funds available to make distributions to stockholders.
The vast majority of our rental income comes from net leases, which generally provide the tenant greater discretion in using the leased property than ordinary property leases, such as the right to freely sublease the property, to make alterations in the leased premises and to terminate the lease prior to its expiration under specified circumstances. Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years. As a result, our income and distributions to our stockholders could be lower than they would otherwise be if we did not enter into net leases.
Long-term leases with tenants may not result in fair value over time.
Long-term leases do not allow for significant changes in rental payments and do not expire in the near term. If we do not accurately judge the potential for increases in market rental rates when negotiating these long-term leases, significant increases in future property operating costs, to the extent not covered under the net leases, could result in us receiving less than fair value from these leases. These circumstances would adversely affect our revenues and funds available for distribution to our stockholders.
Any of our properties that incurs a vacancy could be difficult to sell or re-lease.
We have and may continue to experience vacancies either by the continued default of a tenant under its lease or the expiration of one of our leases. Certain of our properties may be specifically suited to the particular needs of a tenant (e.g., a retail bank branch or distribution warehouse) and major renovations and expenditures may be required in order for us to re-lease vacant space for other uses. We may have difficulty obtaining a new tenant for any vacant space we have in our properties, including our presently vacant property. If the vacancies continue for a long period of time, we may suffer reduced revenues, resulting in less cash available to be distributed to stockholders. In addition, the resale value of a property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.
Our properties may be subject to impairment charges.
We periodically evaluate our real estate investments for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure. For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. Since our investment focus is on properties net leased to a single tenant, the financial failure of, or other default in payment by, a single tenant under its lease may result in a significant impairment loss. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the property, which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded. During the year ended December 31, 2014, we recorded significant property related impairment charges. See Note 3 –  Summary of Significant Accounting Policies to the consolidated financial statements in this report for discussion of impairment charges.
Our real estate investments are relatively illiquid and therefore we may not be able to dispose of properties when appropriate or on favorable terms.
The real estate investments made, and to be made, by us are relatively difficult to sell quickly. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of a property. In addition, the Internal Revenue Code of 1986, as amended (the “Code”), imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. We may be unable to realize our investment objectives by disposition or refinancing of a property at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes

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in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.
Our investments in properties backed by below investment grade credits will have a greater risk of default.
As of December 31, 2014, 53.1% of our annualized rental income is derived from tenants who do not have investment grade credit ratings from a major ratings agency or are not affiliates of companies having an investment grade credit rating. We also may invest in other properties in the future where the tenant is not rated or the tenant’s credit rating is below investment grade. These investments will have a greater risk of default and bankruptcy than investments in properties leased exclusively to investment grade tenants.
Our investments in properties where the underlying tenant does not have a publicly available credit rating will expose us to certain risks.
When we invest in properties where the underlying tenant does not have a publicly available credit rating, we will rely on our own estimates of the tenant’s credit rating. If our lender or a credit rating agency disagrees with our ratings estimates, or our ratings estimates are inaccurate, we may not be able to obtain our desired level of leverage or our financing costs may exceed those that we projected. This outcome could have an adverse impact on our returns on that asset and hence our operating results.
ARCP has a history of operating losses and cannot assure you that it will achieve profitability.
Since ARCP’s inception in 2010, ARCP has experienced net losses (calculated in accordance with GAAP) each fiscal year and, as of December 31, 2014, had an accumulated deficit of $2.8 billion . The extent of ARCP’s future operating losses and the timing of when ARCP will achieve profitability are uncertain, and depends on the demand for, and value of, ARCP’s portfolio of properties and ARCP may never achieve or sustain profitability.
Dividends paid from sources other than our cash flow from operations, particularly from proceeds of financings, will result in us having fewer funds available for the acquisition of properties and other real estate-related investments and may dilute stockholders’ interests in us, which may adversely affect our ability to fund future dividends with cash flow from operations and may adversely affect stockholders’ overall return .
Our cash flows provided by operations were $502.9 million for the year ended December 31, 2014. During the year we paid dividends of $920.3 million partially funded from cash flows from operations and through $3.3 billion from proceeds of financing activities, which exclude dividends paid. Additionally, we may in the future pay dividends from sources other than from our cash flow from operations.
We may not generate sufficient cash flow from operations to pay dividends. If we have not generated sufficient cash flow from our operations and other sources, such as from borrowings, and/or the sale of additional securities to fund distributions, we may use the proceeds from offerings of securities. We have not established any limit on the amount of proceeds from an offering that may be used to fund dividends, except that, in accordance with our organizational documents and Maryland law, we may not make dividend distributions that would: (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences; or (3) jeopardize our ability to qualify as a REIT.
If we fund dividends from the proceeds of offerings of securities, we will have less funds available for acquiring properties or other real estate-related investments. As a result, the return you realize on your investment may be reduced. Funding dividends from borrowings could restrict the amount we can borrow for investments, which may affect our profitability. Funding dividends with the sale of assets or the proceeds of offerings of securities may affect our ability to generate cash flows. Funding dividends from the sale of additional securities could dilute your interest in us if we sell shares of our common stock or securities convertible or exercisable into shares of our common stock to third party investors. Payment of dividends from these sources could restrict our ability to generate sufficient cash flow from operations, affect our profitability and/or affect the dividends payable to you upon a liquidity event, any or all of which may have an adverse effect on your investment.
We disclose Funds from Operations (“FFO”) and adjusted funds from operations ( “ AFFO”), which are non-GAAP financial measures, including in documents filed with the SEC; however, FFO and AFFO are not equivalent to our net income or loss as determined under GAAP, and you should consider GAAP measures to be more relevant to our operating performance.
We use and disclose to investors FFO and AFFO, which are non-GAAP financial measures. See ’’Management’s Discussion and Analysis of Financial Condition and Results of Operations - Funds from Operations and Adjusted Funds from Operations.’’ FFO and AFFO are not equivalent to our net income or loss as determined in accordance with GAAP, and investors should consider GAAP measures to be more relevant to evaluating our operating performance. FFO and AFFO and GAAP net income differ because

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one or both of FFO and AFFO exclude gains and losses from the sale of property, plus depreciation and amortization, merger related and other non-routine transaction costs, acquisition-related fees and expenses and other non cash charges.
Because of the differences between FFO and AFFO and GAAP net income or loss, FFO and AFFO may not be accurate indicators of our operating performance, especially during periods in which we are acquiring properties. In addition, FFO and AFFO are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO and AFFO as alternatives to cash flows from operations, as an indication of our liquidity, or as indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders.
Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO and AFFO. Also, because not all companies calculate FFO and AFFO the same way, comparisons with other companies may not be meaningful.
Operating expenses of our properties will reduce our cash flow and funds available for future distributions.
For certain of our properties, we are responsible for some or all of the operating costs of the property. In some of these instances, our leases require the tenant to reimburse us for all or a portion of these costs, either in the form of an expense reimbursement or increased rent. Our reimbursement may be limited to a fixed amount or a specified percentage annually. To the extent operating costs exceed our reimbursement, our returns and net cash flows from the property and hence our overall operating results and cash flows could be materially adversely affected.
We would face potential adverse effects from tenant defaults, bankruptcies or insolvencies.
The bankruptcy of our tenants may adversely affect the income generated by our properties. If our tenant files for bankruptcy, we generally cannot evict the tenant solely because of such bankruptcy. In addition, a bankruptcy court could authorize a bankrupt tenant to reject and terminate its lease with us. In such a case, our claim against the tenant for unpaid and future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and it is unlikely that a bankrupt tenant would pay in full amounts it owes us under the lease. Any shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our cash flow and results of operations.
We have assumed, and expect in the future to continue to assume, liabilities in connection with our property acquisitions, including unknown liabilities.
We have assumed existing liabilities, some of which may have been unknown or unquantifiable at the time of the transaction, related to our formation transactions, the Recent Acquisitions and certain other property acquisitions, and expect in the future to continue to assume existing liabilities related to our property acquisitions. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants or other persons dealing with the sellers prior to our acquisition of the properties, tax liabilities, employment-related issues, and accrued but unpaid liabilities whether incurred in the ordinary course of business or otherwise. If the magnitude of such unknown liabilities is high, either singly or in the aggregate, they could adversely affect our business, financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our debt service obligations and to make distributions to our stockholders.
We face intense competition, which may decrease or prevent increases in the occupancy and rental rates of our properties.
We compete with numerous developers, owners and operators of retail, industrial and office real estate, many of which own properties similar to ours in the same markets in which our properties are located. If one of our properties becomes vacant and our competitors (which would include funds sponsored by us) offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer substantial rent abatements. As a result, our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our debt service obligations and to pay dividends to our stockholders may be adversely affected.
The value of our real estate investments is subject to risks associated with our real estate assets and with the real estate industry.
Our real estate investments are subject to various risks, fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for dividends, as well as the value of our properties. These events include, but are not limited to:
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adverse changes in international, national or local economic and demographic conditions such as the recent global economic downturn;
•
vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or tenant-favorable renewal options;

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•
adverse changes in financial conditions of buyers, sellers and tenants of properties;
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inability to collect rent from tenants;
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competition from other real estate investors with significant capital, including other real estate operating companies, REITs and institutional investment funds;
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reductions in the level of demand for commercial space generally, and freestanding net leased properties specifically, and changes in the relative popularity of our properties;
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increases in the supply of freestanding single-tenant properties;
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fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of our properties, to obtain financing on favorable terms or at all;
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increases in expenses, including, but not limited to, insurance costs, labor costs, energy prices, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies, all of which have an adverse impact on the rent a tenant may be willing to pay us in order to lease one or more of our properties; and
•
changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990.
In addition, periods of economic slowdown or recession, such as the recent global economic downturn, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. If we cannot operate our properties to meet our financial expectations, our business, financial condition, results of operations and cash flow, the market price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders could be materially adversely affected.
A potential change in U.S. accounting standards regarding operating leases may make the leasing of our properties less attractive to our potential tenants, which could reduce overall demand for our leasing services.
Under current authoritative accounting guidance for leases, a lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. Under capital lease accounting for a tenant, both the leased asset and liability are reflected on its balance sheet. If the lease does not meet any of the criteria for a capital lease, the lease is considered an operating lease by the tenant, and the obligation does not appear on the tenant’s balance sheet; rather, the contractual future minimum payment obligations are only disclosed in the footnotes thereto. Thus, entering into an operating lease can appear to enhance a tenant’s balance sheet in comparison to direct ownership. The Financial Accounting Standards Board (the “FASB”) and the International Accounting Standards Board (the “IASB”) conducted a joint project to re-evaluate lease accounting. In August 2010, the FASB and the IASB jointly released exposure drafts of a proposed accounting model that would significantly change lease accounting. Based on comments received, a revised exposure was released in May 2013. Changes to the accounting guidance could affect both our accounting for leases as well as that of our current and potential tenants. These changes may affect how our real estate leasing business is conducted. For example, if the accounting standards regarding the financial statement classification of operating leases are revised, then companies may be less willing to enter into leases with us in general or desire to enter into leases with us with shorter terms because the apparent benefits to their balance sheets could be reduced or eliminated. This in turn could make it more difficult for us to enter into leases on terms we find favorable. After receiving extensive comments on the Exposure Drafts, the Boards are considering all feedback received and are re-deliberating all significant issues through 2015.
Risks Related to Financing
We will rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to make future acquisitions necessary to grow our business or meet maturing obligations.
In order to qualify as a REIT under the Code, we are required, among other things, to distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. Because of this dividend requirement, we may not be able to fund, from cash retained from operations, all of our future capital needs, including capital needed to make investments and to satisfy or refinance maturing obligations.
We expect to rely on external sources of capital, including debt and equity financing, to fund future capital needs. However, the U.S. and global economic slowdown that commenced in 2008 has had an impact on the capital environment, characterized by limited availability, increasing costs and significant volatility. If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to make the investments needed to expand our business, or to meet our obligations and commitments as they mature.

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Any additional debt we incur will increase our leverage. Our access to capital will depend upon a number of factors over which we have little or no control, including:
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 general market conditions;
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the market’s perception of our growth potential;
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our current debt levels;
•
our current and expected future earnings;
•
our cash flow and cash dividends; and
•
the market price per share of our common stock.
We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable to access the capital markets on a timely basis on favorable terms.
Our ability to sell equity to expand our business will depend, in part, on the market price of our common stock, and our failure to meet market expectations with respect to our business could negatively affect the market price of our common stock and limit our ability to sell equity.
The availability of equity capital to us will depend, in part, on the market price of our common stock, which, in turn, will depend upon various market conditions and other factors that may change from time to time, including:
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 the extent of investor interest, including the impact of recent events;
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our ability to satisfy the dividend requirements applicable to REITs;
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the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
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our financial performance and that of our tenants;
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analyst reports about us and the REIT industry;
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general stock and bond market conditions, including changes in interest rates on fixed-income securities, which may lead prospective purchasers of our common stock to demand a higher annual yield from future dividends;
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a failure to maintain or increase our dividend, which is dependent, to a large part, on FFO, which, in turn, depends upon increased revenue from additional acquisitions and rental increases; and
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other factors such as governmental regulatory action and changes in REIT tax laws.
Our failure to meet market expectations with regard to future earnings and cash dividends would likely adversely affect the market price of our common stock and, as a result, the availability of equity capital to us. See also “ – As a result of the delayed filing of our periodic reports with the SEC, we are not currently eligible to use a registration statement on Form S-3 to register the offer and sale of securities, which may adversely affect our ability to raise future capital or complete acquisitions.”
We have substantial amounts of indebtedness outstanding, which may affect our ability to make dividends, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations.
As of December 31, 2014, our aggregate indebtedness was $10.5 billion . We may incur significant additional debt for various purposes including, without limitation, the funding of future acquisitions, capital improvements and leasing commissions in connection with the repositioning of a property.
We intend to incur additional indebtedness in the future, including borrowings under our existing $3.6 billion Credit Facility. At December 31, 2014, we had $416.0 million undrawn commitments under the Credit Facility.
Payments of principal and interest on borrowings may leave us with insufficient cash resources to make the dividend payments necessary to maintain our REIT qualification. Our substantial outstanding indebtedness, and the limitations imposed on us by our debt agreements, could have other significant adverse consequences, including as follows:
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our cash flow may be insufficient to meet our required principal and interest payments;
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we may be unable to borrow additional funds as needed or on satisfactory terms, which could, among other things, adversely affect our ability to capitalize upon emerging acquisition opportunities or meet needs to fund capital improvements and leasing commissions;
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we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
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we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

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•
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations;
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certain of the property subsidiaries’ loan documents may include restrictions on such subsidiary’s ability to make dividends to us;
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we may be unable to hedge floating-rate debt, counterparties may fail to honor their obligations under our hedge agreements, these agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any hedge agreements, we would be exposed to then-existing market rates of interest and future interest rate volatility;
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we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases;
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increasing our vulnerability to general adverse economic and industry conditions;
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements;
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requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements;
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limiting our flexibility in planning for, or reacting to, changes in our business and industry; and
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putting us at a disadvantage compared to our competitors with less indebtedness.
 If we default under a loan or indenture (including any default in respect of the financial maintenance and negative covenants contained in the Credit Facility), we may automatically be in default under any other loan or indenture that has cross-default provisions (including the Credit Facility), and further borrowings under the Credit Facility will be prohibited, outstanding indebtedness under the Credit Facility, our indenture or such other loans may be accelerated, and to the extent the Credit Facility, our indenture or such other loans are secured, directly or indirectly by any properties or assets, lenders or trustees under the Credit Facility, our indenture or such other loans may foreclose on the collateral securing such indebtedness as a result. In addition, increases in interest rates may impede our operating performance and put us at a competitive disadvantage. Further, payments of required debt service or amounts due at maturity, or creation of additional reserves under loan agreements or indentures, could adversely affect our financial condition and operating results.
If any one of these events were to occur, our business, financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our debt service obligations and to make dividends to our stockholders could be materially and adversely affected. In addition, any foreclosure on our properties could create taxable income without accompanying cash proceeds, which could adversely affect our ability to meet the REIT dividend requirements imposed by the Code.
The indenture governing our senior notes and the Amended Credit Agreement contain restrictive covenants that limit our operating flexibility.
The indenture governing our senior notes and the Amended Credit Agreement require us to meet specified financial and operating covenants, including financial maintenance covenants with respect to maximum consolidated leverage ratio, maximum secured recourse indebtedness, minimum fixed charge coverage, minimum borrowing base interest coverage, maximum secured leverage, minimum tangible net worth and maximum variable rate indebtedness and borrowing base asset value ratio. In addition, the Amended Credit Agreement contains certain customary negative covenants that restrict the ability of our OP to incur secured and unsecured indebtedness. These covenants may restrict our ability to expand or fully pursue our business strategies or certain acquisition transactions. Further, pursuant to two amendments to the Amended Credit Agreement executed in the fourth quarter of 2014 following the announcements made by the Company on October 29, 2014 with respect to its financial statements, certain covenants and terms related thereto became more restrictive, including: a requirement that we maintain a minimum unencumbered asset value of $10.5 billion ; the reduction of our overall borrowing capacity to $3.6 billion ; and the removal of a “covenant holiday” upon our consummation of a material acquisition. Our ability to pay distributions could also be impacted by these restrictions.
Our ability to comply with these and other provisions of the indenture governing our senior notes and the Amended Credit Agreement may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us. Any failure to comply with these financial maintenance covenants and negative covenants would constitute a default under the Credit Facility and/or senior note indenture, as applicable and would prevent further borrowings under the Credit Facility, and could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able to repay it.

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Our organizational documents have no limitation on the amount of indebtedness that we may incur. As a result, we may become highly leveraged in the future, which could adversely affect our financial condition.
Our business strategy contemplates the use of both secured and unsecured debt to finance long-term growth. While we intend to limit our indebtedness to maintain an overall net debt to gross asset value of approximately 45% to 55%, provided that we may exceed this amount for individual properties in select cases where attractive financing is available, our governing documents contain no limitations on the amount of debt that we may incur and the Amended Credit Agreement contains less strict limitations. Further, the Board of Directors may change our financing policy at any time without stockholder approval. As a result, we may be able to incur substantial additional debt, including secured debt, in the future, which could result in an increase in our debt service and harm our financial condition.
Increases in interest rates would increase our debt service costs, may adversely affect any future refinancing of our debt and our ability to incur additional debt, and could adversely affect our financial condition, cash flow and results of operations.
Certain of our borrowings bear interest at variable rates, and we may incur additional variable-rate debt in the future. Increases in interest rates would result in higher interest expenses on our existing unhedged variable rate debt, and increase the costs of refinancing existing debt or incurring new debt. Additionally, increases in interest rates may result in a decrease in the value of our real estate and decrease the market price of ARCP’s common stock and could accordingly adversely affect our financial condition, cash flow and results of operations.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs.
Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase. We may need to refinance all or a portion of our indebtedness or before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
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our financial condition and market conditions at the time; and
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restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity, or delaying strategic acquisitions and alliances or capital expenditures, any of which could have a material adverse effect on our operations. We cannot assure you that we will be able to effect any of these actions on commercially reasonable terms, or at all.
Additional Risks Relating to our REI Segment
The continued recovery of real estate markets from the recent recession is dependent upon forecasted moderate economic growth which, if significantly slower than expected, could have a negative impact on the performance of our investment portfolio.
The U.S. economy is in its fifth year of recovery from a severe global recession. Based on moderate economic growth in the future, and historically low levels of new supply in the commercial real estate pipeline, a stronger recovery is forecasted for all property sectors over the next two years. Nevertheless, this ongoing economic recovery remains fragile, and could be slowed or halted by significant external events. As a result, real estate markets could perform lower than expected as a result of reduced tenant demand. A severe weakening of the economy or a renewed recession could also lead to higher tenancy default and vacancy rates, which could create an oversupply of rentable space, increased property concessions and tenant improvement expenditures and reduced rental rates to maintain occupancies. There can be no assurance that our real estate investments will not be adversely impacted by a severe slowing of the economy or renewed recession. Tenant defaults, fluctuations in interest rates, limited availability of capital and other economic conditions beyond our control could negatively impact our portfolio and decrease the value of your investment.

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Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition and cash flows, and there can be no assurance as to future costs and the scope of coverage that may be available under insurance policies.
We carry comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio under a blanket insurance policy with policy specifications, limits and deductibles customarily carried for similar properties. In addition, we carry professional liability and directors’ and officers’ insurance. We have selected policy specifications and insured limits that we believe are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for certain losses, including, but not limited to, losses caused by riots or war. Certain types of losses may be either uninsurable or not economically insurable, such as losses due to earthquakes, riots or acts of war. Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from a property. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. In addition, future lenders may require such insurance, and our failure to obtain such insurance could constitute a default under our loan agreements. In addition, we may reduce or discontinue terrorism, earthquake, flood or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Our title insurance policies may not insure for the current aggregate market value of our portfolio, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases. As a result, our business, financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our debt service obligations and to make dividends to our stockholders may be materially and adversely affected.
If we or one or more of our tenants experiences a loss that is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
If any of our insurance carriers becomes insolvent, we could be adversely affected.
We carry several different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier insolvency could adversely affect our results of operations and cash flows.
Terrorism and other factors affecting demand for our properties could harm our operating results.
The strength and profitability of our business depends on demand for and the value of our properties. Future terrorist attacks in the United States, such as the attacks that occurred in New York and Washington, D.C. on September 11, 2001, and other acts of terrorism or war could have a negative impact on our operations. Such terrorist attacks could have an adverse impact on our business even if they are not directed at our properties. In addition, the terrorist attacks of September 11, 2001 have substantially affected the availability and price of insurance coverage for certain types of damages or occurrences, and our insurance policies for terrorism include large deductibles and co-payments. The lack of sufficient insurance for these types of acts could expose us to significant losses and could have a negative impact on our operations.
We may be required to make significant capital expenditures to improve our properties in order to retain and attract tenants, causing a decline in operating revenue and reducing cash available for debt service and distributions to stockholders.
Upon expiration of leases at our properties, we may be required to make rent or other concessions to tenants, or accommodate requests for renovations, build-to-suit remodeling and other improvements. As a result, we may have to make significant capital or other expenditures in order to retain tenants whose leases expire and to attract new tenants. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases, which would result in declines in revenue from operations and reduce cash available for debt service and dividends to stockholders.
Difficult conditions in the commercial real estate markets may cause us to experience market losses related to our holdings, and these conditions may not improve in the near future.
Our results of operations are materially affected by conditions in the real estate markets, the financial markets and the economy generally and may cause commercial real estate values, including the values of our properties, and market rental rates, including rental rates that we are able to charge, to decline significantly. Recent economic and credit market conditions have contributed to increased volatility and diminished expectations for real estate markets, as well as adversely impacted inflation, energy costs, geopolitical issues and the availability and cost of credit, and may continue to do so going forward. The further deterioration of

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the real estate market may cause us to record losses on our assets, reduce the proceeds we receive upon sale or refinance of our assets or adversely impact our ability to lease our properties. Declines in the market values of our properties may adversely affect our results of operations and credit availability, which may reduce earnings and, in turn, cash available for dividends to our stockholders. Economic and credit market conditions may also cause one or more of the tenants to whom we have exposure to fail or default in their payment obligations, which could cause us to record material losses or a material reduction in our cash flows.
Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.
Environmental laws regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under various provisions of these laws, an owner or operator of real estate, such as us, is or may be liable for costs related to soil or groundwater contamination on, in, or migrating to or from its property. In addition, persons who arrange for the disposal or treatment of hazardous or toxic substances may be liable for the costs of cleaning up contamination at the disposal site. Such laws often impose liability regardless of whether the person knew of, or was responsible for, the presence of the hazardous or toxic substances that caused the contamination. The presence of, or contamination resulting from, any of these substances, or the failure to properly remediate them, may adversely affect our ability to sell or lease our property or to borrow using such property as collateral. In addition, persons exposed to hazardous or toxic substances may sue us for personal injury damages. For example, certain laws impose liability for release of or exposure to asbestos-containing materials and contamination from past operations or from off-site sources. As a result, in connection with our current or former ownership, operation, management and development of real properties, we may be potentially liable for investigation and cleanup costs, penalties, and damages under environmental laws.
Although all of our properties were, at the time they were acquired by our predecessor, subjected to preliminary environmental assessments, known as Phase I assessments, by independent environmental consultants that identify certain liabilities, Phase I assessments are limited in scope, and may not include or identify all potential environmental liabilities or risks associated with the property. Further, any environmental liabilities that arose since the date the studies were done would not be identified in the assessments. Unless required by applicable laws or regulations, we may not further investigate, remedy or ameliorate the liabilities disclosed in the Phase I assessments.
We cannot assure you that these or other environmental studies identified all potential environmental liabilities, or that we will not incur material environmental liabilities in the future. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties.
We are subject to risks relating to mortgage, bridge or mezzanine loans .
Investing in mortgage, bridge or mezzanine loans involves risk of defaults on those loans caused by many conditions beyond our control, including local and other economic conditions affecting real estate values, interest rate changes, rezoning, and failure by the borrower to maintain the property. If there are defaults under these loans, we may not be able to repossess and sell quickly any properties securing such loans. An action to foreclose on a property securing a loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of any lawsuit brought in connection with the foreclosure if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the loan, which could reduce the value of our investment in the defaulted loan. In addition, investments in mezzanine loans involve a higher degree of risk than long-term senior mortgage loans secured by income-producing real property because the investment may become unsecured as a result of foreclosure on the underlying real property by the senior lender.
We are subject to risks relating to real estate-related securities in general.
Investments in real estate-related securities involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related equity securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate-related investments discussed herein, including risks relating to rising interest rates.
Real estate-related securities are often unsecured and also may be subordinated to other obligations of the issuer. As a result, investments in real estate-related securities are subject to risks of (1) limited liquidity in the secondary trading market in the case of unlisted or thinly traded securities, (2) substantial market price volatility resulting from changes in prevailing interest rates in the case of traded equity securities, (3) subordination to the prior claims of banks and other senior lenders to the issuer, (4) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (5) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations and (6) the declining creditworthiness and potential for insolvency of the issuer

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during periods of rising interest rates and economic slowdown or downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the issuers thereof to repay principal and interest or make distribution payments.
We may not have the expertise necessary to maximize the return on our investment in real estate-related securities. If we determine that it is advantageous to us to make the types of investments in which we do not have experience, we intend to employ persons, engage consultants or partner with third parties that have, in our opinion, the relevant expertise necessary to assist us in evaluating, making and administering such investments.
We are subject to risks relating to CMBS.
CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, these securities are subject to all of the risks of the underlying mortgage loans. In a rising interest rate environment, the value of CMBS may be adversely affected when payments on underlying mortgages do not occur as anticipated, resulting in the extension of the security’s effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The value of CMBS may also change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole. In addition, CMBS are subject to the credit risk associated with the performance of the underlying mortgage properties. CMBS are issued by investment banks, not financial institutions, and are not insured or guaranteed by the U.S. government.
CMBS are also subject to several risks created through the securitization process. Subordinate CMBS are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes delinquent loans, there is a risk that interest payments on subordinate CMBS will not be fully paid. Subordinate CMBS are also subject to greater credit risk than those CMBS that are more highly rated. In certain instances, third-party guarantees or other forms of credit support can reduce the credit risk.
The value of CMBS can be negatively impacted by any dislocation in the mortgage-backed securities market in general. Currently, the mortgage-backed securities market is suffering from a severe dislocation created by mortgage pools that include sub-prime mortgages secured by residential real estate. Sub-prime loans often have high interest rates and are often made to borrowers with credit scores that would not qualify them for prime conventional loans. In recent years, banks made a great number of the sub-prime residential mortgage loans with high interest rates, floating interest rates, interest rates that reset from time to time and/or interest-only payment features that expire over time. These terms, coupled with rising interest rates, have caused an increasing number of homeowners to default on their mortgages. Purchasers of mortgage-backed securities collateralized by mortgage pools that include risky sub-prime residential mortgages have experienced severe losses as a result of the defaults and such losses have had a negative impact on the CMBS market.
Our build-to-suit program is subject to additional risks related to properties under development.
Following our consummation of the Cole and CapLease Mergers, we began to engage in build-to-suit programs and acquisition of properties under development. In connection with these businesses, we enter into purchase and sale arrangements with sellers or developers of suitable properties under development or construction. In such cases, we are obligated to purchase the property at the completion of construction, provided that the construction conforms to definitive plans, specifications, and costs approved by us in advance. We may advance significant amounts in connection with certain development projects as well. We may continue this business.
As a result, we are subject to potential development risks and construction delays and the resultant increased costs and risks, as well as the risk of loss of certain amounts that we have advanced should a development project not be completed. If we engage in development or construction projects, we will be subject to uncertainties associated with re-zoning for development, environmental concerns of governmental entities and/or community groups, and the builder’s ability to build in conformity with plans, specifications, budgeted costs and timetables. If a builder fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completion of construction could also give tenants the right to terminate preconstruction leases. We may incur additional risks if we make periodic progress payments or other advances to builders before they complete construction. These and other such factors can result in increased project costs or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. We also will rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a price at the time we acquire the property. If these projections are inaccurate, we may pay too much for a property and our return on our investment could suffer. If we contract with a development company for newly developed properties, we anticipate that it will be obligated to pay a substantial earnest money deposit at the time of contracting to acquire such properties. In the case of properties to be developed by a development company, we anticipate that it will be required to close the purchase of the property upon completion of the development of the property. At the time of contracting and the payment of the earnest money deposit, the

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development company typically will not have acquired title to any real property and there is a risk that its earnest money deposit made to the development company may not be fully refunded.
Additional Risks Relating to our Cole Capital Segment
Cole Capital, which was acquired from Cole, is subject to risks that are particular to their role as sponsor and dealer manager for direct investment program offerings.
Cole Capital, including Cole Capital Corporation, which was Cole’s broker-dealer subsidiary and is a wholesale broker-dealer registered with the SEC and a member firm of FINRA, is subject to various risk and uncertainties that are common in the securities industry. Such risks and uncertainties include:
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the volatility of financial markets;
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extensive governmental regulation;
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litigation; and
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intense competition.
Cole Capital, which involves sponsoring and distributing interests in direct investment programs, will depend on a number of factors including our ability to enter into agreements with broker-dealers and independent investment advisors who will sell interests to their clients, our success in investing the proceeds of each offering, managing the properties acquired and generating cash flow to make distributions to investors in our direct investment programs and our success in entering into liquidity event for the direct investment programs. We are subject to competition from other sponsors and dealer managers of direct investment programs and other investments, and there can be no assurance that this business will be successful.
Sponsorship of non-traded REITs also involves risks relating to the possibility that such programs will not receive capital at the levels and timing that are anticipated and that sufficient capital will not be raised to repay investments of cash in, and loans to, such non-traded REITs needed to meet up-front costs, the initial breaking of escrow and the acquisition of properties will not be made, as well as risks relating to competition from other sponsors of other similar programs.
In addition, Cole Capital is subject to risks that are particular to its function as a wholesale broker-dealer and sponsoring non-traded REITs. For example, the broker-dealer provides substantial promotional support to broker-dealers selling a particular offering, including by providing sales literature, forums, webinars, press releases and other mass forms of communication. Due to Cole Capital acting as a sponsor of non-traded REITs and the volume of materials that Cole Capital Corporation may provide throughout the course of an offering, much of Cole Capital’s activities may be scrutinized by regulators. We and Cole Capital Corporation may be exposed to significant liability under federal and state securities laws. Additionally, Cole Capital Corporation may be subject to fines and suspension from the SEC and FINRA. For a description of recent developments that affected Cole Capital, see “ – Following the announcements made by the Company on October 29, 2014 that certain of its financial statements could no longer be relied upon, various broker-dealers and clearing firms participating in offerings of Cole Capital’s Managed REITs suspended sales activity with Cole Capital, resulting in a significant decrease in capital raising activity and, consequently, a decline in the overall revenue generated by Cole Capital. While the Company has completed its restatements and has become current in its filings with the SEC, there can be no assurance that Cole Capital will successfully or timely reengage all of the broker-dealers and clearing firms that participated in its Managed REITs’ offerings prior to the October 29, 2014 announcements and, therefore, the capital raising activity and long-term financial success of Cole Capital could be negatively affected.”
Failure to comply with the net capital requirements could subject us to sanctions imposed by the SEC or FINRA.
Our broker-dealer subsidiary is required to maintain certain levels of minimum net capital subject to the SEC’s net capital rule. The net capital rule is designed to measure the general financial integrity and liquidity of a broker-dealer. Compliance with the net capital rule limits those operations of broker-dealers that require the intensive use of their capital, such as underwriting commitments and principal trading activities. The rule also limits the ability of securities firms to pay dividends or make payments on certain indebtedness, such as subordinated debt, as it matures. FINRA may enter the offices of a broker-dealer at any time, without notice, and calculate the firm’s net capital. If the calculation reveals a deficiency in net capital, FINRA may immediately restrict or suspend certain or all the activities of a broker-dealer. Our broker-dealer subsidiary may not be able to maintain adequate net capital, or its net capital may fall below requirements established by the SEC, and it may be subject to disciplinary action in the form of fines, censure, suspension, expulsion or the termination of business altogether. In addition, if these net capital rules are changed or expanded, or if there is an unusually large charge against net capital, operations that require the intensive use of capital would be limited. A large operating loss or charge against net capital could adversely affect our broker-dealer’s ability to expand or even maintain its present levels of business, which could have a material adverse effect on its business of sponsoring and distributing interests in direct investment programs. In addition, our broker-dealer subsidiary may become subject to net capital requirements in other foreign jurisdictions in which it operates. We cannot predict its future capital needs or its ability to obtain additional financing.

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Broker-dealers and other financial services firms are subject to extensive regulations and increased scrutiny.
The financial services industry is subject to extensive regulation by U.S. federal, state and international government agencies, as well as various self-regulatory agencies. Recent turmoil in the financial markets has contributed to significant rule changes, heightened scrutiny of the conduct of financial services firms and increasing penalties for rule violations. Our broker-dealer subsidiary may be adversely affected by new laws or rules or changes in the interpretation of existing rules or more rigorous enforcement. Significant new rules are developing under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Some of these rules could impact our broker-dealer subsidiary’s business, including through the potential implementation of a more stringent fiduciary standard for brokers and enhanced regulatory oversight over incentive compensation.
Our broker-dealer subsidiary also may be adversely affected by other evolving regulatory standards, such as those relating to suitability and supervision. Legal claims or regulatory actions against our broker-dealer subsidiary also could have adverse financial effects on us or harm our reputation, which could harm our business prospects.
Our broker-dealer subsidiary, which is registered as a broker-dealer under the Exchange Act and is a member of FINRA, is subject to regulation, examination and supervision by the SEC, FINRA, other self-regulatory organizations and state securities regulators. Broker-dealers are subject to regulations that cover all aspects of the securities business, including sales practices, use and safekeeping of clients’ funds and securities’ capital adequacy, record-keeping and the conduct and qualification of officers, employees and independent contractors. Failure by our broker-dealers to comply with applicable laws or regulations could result in censures, penalties or fines, the issuance of cease and desist orders, the suspension or expulsion from the securities industry of any such broker-dealer, or its officers, employees or independent contractors or other similar adverse consequences. Additionally, the adverse publicity arising from the imposition of sanctions could harm our reputation and cause us to lose existing clients or fail to gain new clients.
Financial services firms are also subject to rules and regulations relating to the prevention and detection of money laundering. The USA PATRIOT Act of 2001 mandates that financial institutions, including broker-dealers and investment advisors, establish and implement anti-money laundering (“AML”) programs reasonably designed to achieve compliance with the Bank Secrecy Act of 1970 and the rules thereunder. Financial services firms must maintain AML policies, procedures and controls, designate an AML compliance officer to oversee the firm’s AML program, implement appropriate employee training and provide for annual independent testing of the program. Our broker-dealer subsidiary has established AML programs but there can be no assurance of the effectiveness of these programs. Failure to comply with AML requirements could subject our broker-dealer subsidiary to disciplinary sanctions and other penalties. Financial services firms must also comply with applicable privacy and data protection laws and regulations, including SEC Regulation S-P and applicable provisions of the 1999 Gramm-Leach-Bliley Act, the Fair Credit Reporting Act of 1970 and the 2003 Fair and Accurate Credit Transactions Act. Any violations of laws and regulations relating to the safeguarding of private information could subject our broker-dealer subsidiary to fines and penalties, as well as to civil action by affected parties.
Risks Related to our Organization and Structure
We are a holding company with no direct operations. As a result, we rely on funds received from the Operating Partnership to pay liabilities and dividends, our stockholders’ claims will be structurally subordinated to all liabilities of the Operating Partnership and our stockholders do not have any voting rights with respect to the Operating Partnership’s activities, including the issuance of additional OP units.
We are a holding company and conduct all of our operations through the Operating Partnership. We do not have, apart from our ownership of the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to pay any dividends we might declare on shares of our common stock. We also rely on distributions from the Operating Partnership to meet any of our obligations, including tax liability on taxable income allocated to us from the Operating Partnership (which might make distributions to us not equal to the tax on such allocated taxable income).
In addition, because we are a holding company, stockholders’ claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of the Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, claims of our stockholders will be satisfied only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
As of December 31, 2014, we owned approximately 97.4% of the OP units in the Operating Partnership. However, the Operating Partnership may issue additional OP units in the future. Such issuances could reduce our ownership percentage in the Operating Partnership. Because our stockholders will not directly own any OP units, they will not have any voting rights with respect to any such issuances or other partnership-level activities of the Operating Partnership.

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Our charter and bylaws and Maryland law contain provisions that may delay or prevent a change of control transaction.
Our charter, subject to certain exceptions, limits any person to actual or constructive ownership of no more than 9.8% in value of the aggregate of our outstanding shares of stock and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock. The Board of Directors, in its sole discretion and upon receipt of certain representations and undertakings, may exempt a person (prospectively or retroactively) from the ownership limits. However, the Board of Directors may not, among other limitations, grant an exemption from the ownership limits to any person whose ownership, direct or indirect, in excess of the 9.8% ownership limit would cause us to fail to qualify as a REIT. In addition, our charter provides that we may not consolidate, merge, sell all or substantially all of our assets or engage in a share exchange unless such actions are approved by the affirmative vote of at least two-thirds of the Board of Directors. The ownership limits and the other restrictions on ownership and transfer of our stock and the Board approval requirements contained in our charter may delay or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
Further, certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of requiring a third party seeking to acquire us to negotiate with the Board of Directors, including:
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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of our company who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and stockholder supermajority voting requirements on these combinations; and
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“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
The Board of Directors previously adopted a resolution which exempted certain business combination transactions from the above requirements, as permitted by the MGCL. Such transactions would include combinations: (1) between us and any person, provided that such business combination is first approved by the Board of Directors (including a majority of directors who are not affiliates or associates of such person); and (2) between us and ARC, the Former Manager, the Operating Partnership or any of their respective affiliates. Consequently, the five-year prohibition and the supermajority vote requirements described above will not apply to such business combinations. However, if this resolution is repealed, or the Board of Directors does not otherwise approve a business combination with a person other than ARC, the Former Manager, the Operating Partnership or any of their respective affiliates, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.
Additionally, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, we may, by amendment to our bylaws, opt in to the control shares provisions of the MGCL in the future.
Finally, Title 3, Subtitle 8 of the MGCL permits the Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses, such as a classified board, some of which we do not yet have. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then current market price. While we continue to consider these corporate governance matters, our governing documents and the MGCL provide the above-described protections against a change of control transaction, among others.
The Board of Directors may create and issue a class or series of common or preferred stock without stockholder approval.
The Board of Directors is empowered under our charter to amend our charter from time to time to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue, to designate and issue from time to time one or more classes or series of stock and to classify or reclassify any unissued shares of our common stock or preferred stock without stockholder approval. The Board of Directors may determine the relative preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock issued. As a result, we may issue series or classes of stock with voting rights, rights to dividends or other rights, senior to the rights of holders of our capital stock. The issuance of any such stock could

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also have the effect of delaying or preventing a change of control transaction that might otherwise be in the best interests of our stockholders.
Certain provisions in the LPA may delay or prevent unsolicited acquisitions of us.
Certain provisions in the LPA may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:
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redemption rights of qualifying parties;
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transfer restrictions on the OP units;
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the ability of the General Partner in some cases to amend the LPA without the consent of the limited partners;
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the right of the limited partners to consent to transfers of the general partnership interest of the General Partner and mergers or consolidations of our company under specified limited circumstances; and
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restrictions relating to our qualification as a REIT under the Code.
The LPA also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
Tax protection provisions on certain properties could limit our operating flexibility.
We have agreed with the ARC Real Estate Partners, LLC, an affiliate of the Former Manager, to indemnify it against adverse tax consequences if we were to sell, convey, transfer or otherwise dispose of all or any portion of the interests in the continuing properties acquired by us in the formation transactions, in a taxable transaction. However, we can sell these properties in a taxable transaction if we pay ARC Real Estate Partners, LLC cash in the amount of its tax liabilities arising from the transaction and tax payments. These tax protection provisions apply until September 6, 2021, which is the 10th anniversary of the closing of our IPO. Although it may be in our stockholders’ best interest that we sell a property, it may be economically disadvantageous for us to do so because of these obligations. We have also agreed to make debt available for the Contributor to guarantee. We agreed to these provisions in order to assist the Contributor in preserving its tax position after its contribution of its interests in our initial properties. As a result, we may be required to incur and maintain more debt than we would otherwise.
The Company’s fiduciary duties as sole general partner of the Operating Partnership could create conflicts of interest.
The Company has fiduciary duties to the Operating Partnership and the limited partners in the Operating Partnership, the discharge of which may conflict with the interests of its stockholders. The LPA provides that, in the event of a conflict between the duties owed by the Company’s directors to the Company and the duties that the Company owes in its capacity as the sole general partner of the Operating Partnership to the Operating Partnership’s limited partners, the Company’s directors are under no obligation to give priority to the interests of such limited partners. As a holder of OP units, the Company will have the right to vote on certain amendments to the LPA (which require approval by a majority in interest of the limited partners, including the Company) and individually to approve certain amendments that would adversely affect their rights, as well as the right to vote on mergers and consolidations of the Company in its capacity as sole general partner of the Operating Partnership in certain limited circumstances. These voting rights may be exercised in a manner that conflicts with the interests of the Company’s stockholders. For example, the Company cannot adversely affect the limited partners’ rights to receive distributions, as set forth in the LPA, without their consent, even though modifying such rights might be in the best interest of the Company’s stockholders generally.
The Board of Directors may change significant corporate policies without stockholder approval.
Our investment, financing, borrowing and dividend policies and our policies with respect to other activities, including growth, debt, capitalization and operations, will be determined by the Board of Directors. These policies may be amended or revised at any time and from time to time at the discretion of the Board of Directors without a vote of our stockholders. In addition, the Board of Directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies could have an adverse effect on our business, financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our debt service obligations and to make distributions to our stockholders.
We may not be able to maintain our competitive advantages if we are not able to attract and retain key personnel.
Our success depends to a significant extent on our ability to attract and retain key members of our executive team and staff. While we have taken steps to retain such key personnel, there can be no assurance that we will be able to retain the services of individuals whose knowledge and skills are important to our businesses. Our success also depends on our ability to prospectively attract, expand, integrate, train and retain qualified management personnel. Because the competition for qualified personnel is

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intense, costs related to compensation and retention could increase significantly in the future. Additionally, integration of the Recent Acquisitions can be disruptive and may lead to the departure of key employees. If we were to lose a sufficient number of our key employees and were unable to replace them in a reasonable period of time, these losses could seriously damage our business and adversely affect our results of operations.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our tenant and investor relationships. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those we have outsourced. We have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that our financial results, operations, business relationships or confidential information will not be negatively impacted by such an incident.
Risks Relating to the Recent Acquisitions
We could incur liability as a result of a lawsuit to which Cole is subject in connection with the merger between Cole and Cole Holdings Corporation ( “ Cole Holdings ” ), pursuant to which Cole became a self-managed REIT.
Three outstanding putative class action and/or derivative lawsuits, which were filed in early 2014, assert claims for breach of fiduciary duty, abuse of control, corporate waste, unjust enrichment, aiding and abetting breach of fiduciary duty and other claims relating to the merger between a wholly owned subsidiary of Cole and Cole Holdings, pursuant to which Cole became a self-managed REIT. The Court in one of the lawsuits has granted defendants’ motion to dismiss with prejudice, but the plaintiffs have filed a notice of appeal of this dismissal. The other two lawsuits, which also purport to assert claims under the Securities Act, are pending in the United States District Court for the District of Arizona. Defendants filed a motion to dismiss both complaints on January 10, 2014.
Whether or not any plaintiffs’ claims are successful, this type of litigation is often expensive and diverts management’s attention and resources, which could adversely affect our operations.
We could incur liability as a result of an adverse judgment in litigation challenging one or more of our Recent Acquisitions, including the Cole Merger, the CapLease Merger and the ARCT III Merger.
Stockholders of Cole have filed lawsuits and may file additional lawsuits challenging the Cole Merger, which name and may name ARCP as a defendant. To date, eleven such lawsuits have been filed. Two putative class actions have been filed in in the U.S. District Court of Arizona, captioned as: (i) Wunsch v. Cole Real Estate Investment, Inc., et al.; and (ii) Sobon v. Cole Real Estate Investments, Inc., et al. Eight other putative stockholder class action lawsuits have been filed in the Circuit Court for Baltimore City, Maryland, captioned as: (i) Operman v. Cole Real Estate Investments, Inc., et al.; (ii) Branham v. Cole Real Estate Investments, Inc., et al.; (iii) Wilfong v. Cole Real Estate Investments, Inc., et al.; (iv) Polage v. Cole Real Estate Investments, Inc., et al.; (v) Flynn v. Cole Real Estate Investments, Inc., et al.; (vi) Corwin v. Cole Real Estate Investments, Inc., et al.; (vii) Green v. Cole Real Estate Investments, Inc., et al.; and (viii) Morgan v. Cole Real Estate Investments, Inc., et al. (collectively, the ‘‘Baltimore Actions’’). All of these lawsuits name ARCP, Cole and the Cole board of directors as defendants. All of the named plaintiffs in the Baltimore Actions and the two actions filed in the U.S. District Court of Arizona claim to be Cole stockholders and purport to represent all holders of Cole’s common stock. Each complaint generally alleges that the individual defendants breached fiduciary duties owed to plaintiff, the other public stockholders of Cole and to Cole, and that certain entity defendants aided and abetted those breaches. In addition, certain lawsuits claim that the individual defendants breached their duty of candor to our stockholders and the Branham, Polage and Flynn lawsuits assert claims derivatively against the individual defendants for their alleged breach of fiduciary duties owed to Cole. The Polage lawsuit also asserts derivative claims for waste of corporate assets and unjust enrichment. The eight Baltimore Actions were consolidated on December 12, 2013. The Wunsch and Sobon lawsuits, which were consolidated by court order on January 17, 2014, also allege that the joint proxy statement filed in relation to the Cole Merger contains materially incomplete and misleading disclosures in violation of Sections 14(a) and 20(a) of the Exchange Act. Among other remedies, the complaints seek money damages, costs and attorneys’ fees.
On January 10, 2014, solely to avoid the costs, risks, and uncertainties inherent in litigation and without admitting any liability or wrongdoing, ARCP, Cole and the other named defendants in the Baltimore Actions entered into a memorandum of understanding

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with the plaintiffs in the Baltimore Actions to settle the cases. The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. On August 14, 2014, the parties in the Baltimore Actions executed a Stipulation and Release and Agreement of Compromise and Settlement (the “Settlement Stipulation”). The parties in the Baltimore Actions submitted the Settlement Stipulation, along with related filings, for approval by the Maryland court on August 18, 2014. On August 25, 2014, the Baltimore Court entered an Order on Preliminary Approval of Derivative and Class Action Settlement and Class Action Certification (the “Preliminary Approval Order”). Pursuant to the Preliminary Approval Order, the defendants mailed the Notice of Pendency of Derivative and Class Action (the “Class Notice”) to the Cole shareholders on October 7, 2014. On December 3, 2014, the parties in the Baltimore Actions executed an Amended Stipulation and Release and Agreement of Compromise and Settlement (the “Amended Stipulation”) modifying the Settlement Stipulation. A final settlement hearing in the Baltimore Actions was held on December 12, 2014, and on January 13, 2015, the Baltimore Court issued an order approving the settlement pursuant to the terms of the Amended Stipulation. Two objectors subsequently filed a notice of appeal of the settlement order. Following court approval of the settlement of the Baltimore Actions, the Wunsch case was dismissed voluntarily on January 21, 2015.
One additional putative class action has been filed in the Supreme Court of New York, captioned as: Realistic Partners v. Schorsch et al. (the ‘‘Realistic Partners Action’’). This lawsuit names ARCP, the ARCP board of directors and Cole as defendants. The named plaintiff claims to be an ARCP stockholder and purports to represent all holders of ARCP’s common stock. The complaint generally alleges that ARCP and the individual defendants breached a fiduciary duty of candor allegedly owed to plaintiff and to the other public stockholders of ARCP, and that Cole aided and abetted those breaches. On January 17, 2014, solely to avoid the costs, risks, and uncertainties inherent in litigation and without admitting any liability or wrongdoing, ARCP, Cole and the other named defendants in the Realistic Partners Action entered into a memorandum of understanding with the plaintiff in the Realistic Partners Action to settle the case. The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval following notice to ARCP’s and Cole’s stockholders. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled by the court to consider the fairness, reasonableness, and adequacy of the settlement. In the event the settlement is finally approved by the court, it will resolve and release all claims in all actions that were or could have been brought challenging any aspect of the Cole Merger, the Cole Merger Agreement, and any disclosure made in connection therewith, among other claims, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlement. In addition, in connection with the settlement, the parties contemplate that plaintiff’s counsel in the Realistic Partners Action will file a petition in the court for an award of attorneys’ fees and expenses to be paid by ARCP, which the defendants may oppose. ARCP will pay or cause to be paid any attorneys’ fees and expenses awarded by the court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum of understanding may be terminated.
A number of lawsuits by CapLease’s stockholders have been filed challenging the CapLease Merger, some of which name ARCP and the OP as defendants. Additionally, a lawsuit was commenced on behalf of holders of certain series of CapLease’s preferred stock in connection with the CapLease Merger alleging that the conversion of such preferred stock pursuant to the terms of the CapLease Merger Agreement violated the Articles Supplementary classifying and designating such preferred stock.
After the announcement of the ARCT III Merger Agreement, Randell Quaal filed a putative class action lawsuit on January 30, 2013 against the Company, the OP, ARCT III, ARCT III OP, the members of the board of directors of ARCT III and certain subsidiaries of the Company in the Supreme Court of the State of New York. In February 2013, the parties agreed to a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of ARCT III stockholders. In connection with the settlement contemplated by the memorandum of understanding, the class action and all claims asserted therein will be dismissed, subject to court approval. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding, therefore any losses that may be incurred to settle this matter are not determinable.
We cannot assure you as to the outcome of these lawsuits, including the costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation or settlement of these claims. Whether or not any plaintiffs’ claims are successful, this type of litigation is often expensive and diverts management’s attention and resources, which could adversely affect the operation of our business.
Our future results will suffer if we do not effectively manage our expanded portfolio and operations following the Recent Acquisitions.
Following the Recent Acquisitions, we have an expanded portfolio and operations and may continue to expand its operations through additional acquisitions and other strategic transactions, some of which may involve complex challenges. Our future success will depend, in part, upon our ability to manage our expansion opportunities, integrate new operations into our existing business

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in an efficient and timely manner, successfully monitor our operations, costs, regulatory compliance and service quality, and maintain other necessary internal controls. We cannot assure you that our expansion or acquisition opportunities will be successful, or that we will realize the expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
ARCP may be unable to integrate the recently acquired GE Capital, Fortress, Red Lobster and Inland Portfolios into ARCP’s existing portfolio or CapLease’s, ARCT IV’s and Cole’s businesses with ARCP’s business successfully and realize the anticipated synergies and related benefits of such transactions and other pending acquisitions or do so within the anticipated timeframe.
ARCP’s consummation of the CapLease Merger, the ARCT IV Merger and the Cole Merger, involves the combination of companies that, prior to the consummation thereof, operated as independent companies. Additionally, ARCP recently acquired the GE Capital, Fortress, Red Lobster and Inland Portfolios. ARCP may be required to devote significant management attention and resources to integrating ARCP’s business practices and operations with those of CapLease, ARCT IV and Cole and the acquired GE Capital, Inland, Red Lobster and Fortress Portfolios. Potential difficulties ARCP may encounter in the integration process include the following:
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the inability to successfully combine ARCP’s business with CapLease’s, ARCT IV’s or Cole’s business or the GE Capital, Inland and Fortress Portfolios into ARCP’s portfolio, in each case in a manner that permits the combined company to achieve the anticipated cost savings, which would result in the anticipated benefits of the mergers and acquisitions not being realized in the timeframe anticipated or at all;
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the complexities associated with managing the combined business out of several different locations and integrating personnel from the two companies;
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the additional complexities of combining companies with different histories, cultures, potential regulatory restrictions, markets and tenant bases;
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the failure to retain ARCP’s key employees or those of CapLease or Cole;
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the inability to divest certain ARCT IV, CapLease or Cole assets not fundamental to ARCP’s business;
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potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the combinations; and
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performance shortfalls as a result of the diversion of management’s attention caused by completing the mergers and acquisitions described above and integrating the operations related thereto.
For all these reasons, our stockholders should be aware that it is possible that the integration process following the Recent Acquisitions could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with tenants, vendors and employees or to achieve the anticipated benefits of such transactions, or could otherwise adversely affect the business and our financial results.
U.S. Federal Income and Other Tax Risks
Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax, and would adversely affect our operations and the market price of our common stock.
We elected to be taxed as a REIT commencing with the taxable year ended December 31, 2011 and believe we have operated, and intend to operate, in a manner that has allowed us to have qualified as a REIT and will allow us to continue to qualify as a REIT. However, we may terminate our REIT qualification if the Board of Directors determines that not qualifying as a REIT is in our best interests, or inadvertently. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. We structured our activities in a manner designed to satisfy all requirements for qualification as a REIT. However, the REIT qualification requirements are extremely complex and interpretation of the U.S. federal income tax laws governing qualification as a REIT is limited. Accordingly, we cannot be certain that we have been or will be successful in qualifying to be taxed as a REIT. Our ability to satisfy the asset tests depends on our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income or quarterly asset requirements also depends on our ability to successfully manage the composition of our income and assets on an ongoing basis. Accordingly, if certain of our operations were to be recharacterized by the IRS, such recharacterization would jeopardize our ability to satisfy all requirements for qualification as a REIT. Furthermore, future legislative, judicial or administrative changes to the U.S. federal income tax laws could result in our disqualification as a REIT for past or future periods.
If we fail to qualify as a REIT for any taxable year and we do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax on our taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT qualification. Losing our REIT qualification would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In

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addition, distributions to stockholders would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
Even with our REIT qualification, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders.
Even with our REIT qualification, we may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. In addition, we may not make sufficient dividends to avoid income and excise taxes on retained income. We also may decide to retain net capital gain we earn from the sale or other disposition of our property or other assets and pay U.S. federal income tax directly on such income. In that event, our stockholders would be treated for federal income tax purposes as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We may, in certain circumstances, be required to pay an excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our qualification as a REIT. We also may be subject to state and local taxes on our income or property, including franchise, payroll and transfer taxes, either directly or at the level of our operating partnership or at the level of the other companies through which we indirectly own our assets, such as TRSs, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to our stockholders.
To qualify as a REIT we must meet annual distribution requirements, which may force us to forgo otherwise attractive opportunities or borrow funds during unfavorable market conditions. This could delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.
In order to qualify as a REIT, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which dividends we pay with respect to any calendar year are less than the sum of (a) 85% of our ordinary income, (b) 95% of our capital gain net income and (c) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on investments in real estate assets and it is possible that we might be required to borrow funds, possibly at unfavorable rates, or sell assets to fund these dividends or make taxable stock dividends. Although we intend to make distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income and excise taxes on our earnings while we qualify as a REIT, it is possible that we might not always be able to do so.
Certain of our business activities are potentially subject to the prohibited transaction tax, which could reduce the return on our stockholders’ investments.
For so long as we qualify as a REIT, our ability to dispose of property during the first few years following acquisition may be restricted to a substantial extent as a result of our REIT qualification. Under applicable provisions of the Code regarding prohibited transactions by REITs, while we qualify as a REIT, we generally will be subject to a 100% penalty tax on any gain recognized on the sale or other disposition of any property (other than foreclosure property) that we own, directly or through any subsidiary entity, including our operating partnership, but generally excluding our TRSs, that is deemed to be inventory or property held primarily for sale to customers in the ordinary course of a trade or business. Whether property is inventory or otherwise held primarily for sale to customers in the ordinary course of a trade or business depends on the particular facts and circumstances surrounding each property. While we qualify as a REIT, we intend to avoid the 100% prohibited transaction tax by (a) conducting activities that may otherwise be considered prohibited transactions through a TRS (but such TRS will incur corporate rate income taxes with respect to any income or gain recognized by it), (b) conducting our operations in such a manner so that no sale or other disposition of an asset we own, directly or through any subsidiary, will be treated as a prohibited transaction and/or (c) structuring certain dispositions of our properties to comply with the requirements of a prohibited transaction “safe harbor” available under the Code for properties that, among other requirements, have been held for at least two years. However, despite our present intention, no assurance can be given that any particular property we own, directly or through any subsidiary entity, including our operating partnership, but generally excluding our TRSs, will not be treated as inventory or property held primarily for sale to customers in the ordinary course of a trade or business.
Our TRSs are subject to corporate-level taxes and our dealings with our TRSs may be subject to 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value

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of the stock will automatically be treated as a TRS. Overall, as of the end of each calendar quarter, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.
A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to advisory agreements with the Managed REITs. We may use TRSs generally to hold properties for sale in the ordinary course of business or to hold assets or conduct activities that we cannot conduct directly as a REIT. Our TRSs will be subject to applicable U.S. federal, state, local and foreign income tax on their taxable income. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to ensure that the TRS is subject to an appropriate level of corporate taxation. The rules which are applicable to us as a REIT also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
If our operating partnership failed to qualify as a partnership or was not otherwise disregarded for U.S. federal income tax purposes, then we would cease to qualify as a REIT.
We intend to maintain the status of our operating partnership as a partnership for U.S. federal income tax purposes. However, if the IRS were to successfully challenge the status of our operating partnership as a partnership for such purposes, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that our operating partnership could make to us. This would also result in our failing to qualify as a REIT, and becoming subject to a corporate-level tax on our income. This would substantially reduce our cash available to pay distributions and the yield on our stockholders’ investments. In addition, if one or more of the partnerships or limited liability companies through which our operating partnership owns its properties, in whole or in part, loses its characterization as a partnership and is otherwise not disregarded for U.S. federal income tax purposes, then it would be subject to taxation as a corporation, thereby reducing distributions to the operating partnership. Such a recharacterization of an underlying property owner could also threaten our ability to maintain our REIT qualification.
We may choose to make distributions in our own stock, in which case stockholders may be required to pay U.S. federal income taxes in excess of the cash distributions stockholders receive.
In connection with our qualification as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with U.S. GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make taxable stock distributions, such as distributions that are payable in cash and/or shares of our common stock at the election of each stockholder. Taxable stockholders receiving taxable stock distributions will be required to include the amount of such distributions (i.e., the value of the stock received plus the amount of any cash received) as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay U.S. federal income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. stockholders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our common stock.
Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the IRS. No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.
The taxation of distributions to our stockholders can be complex; however, dividends that we make to our stockholders generally will be taxable as ordinary income.
Dividends that we make to our taxable stockholders out of current and accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) generally will be taxable as ordinary income. However, a portion of our dividends may (1) be designated by us as capital gain dividends generally taxable as long-term capital gain to the extent that they are attributable to net capital gain recognized by us, (2) be designated by us as qualified dividend income generally to the extent they are attributable to dividends we receive from our TRSs, or (3) constitute a nondividend distribution generally to the extent that they exceed our accumulated earnings and profits as determined for U.S. federal income tax purposes. A nondividend distribution is not taxable to the extent of a stockholder’s adjusted basis in our common stock, but instead has the effect of reducing such adjusted basis, but not below zero, in our common stock. Any nondividend distribution in excess of a stockholder’s adjusted

37

basis in our common stock, will be taxed to such stockholder as long term capital gain if such stockholder held our common shares for more than one year, or short term capital gain, if the shares of our stock have been held for one year or less.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
Currently, the maximum federal tax rate applicable to qualified dividend income payable to U.S. stockholders that are individuals, trusts and estates is 20% (not including the net investment income tax). Dividends payable by REITs, however, generally are not eligible for this reduced rate. Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. Tax rates could be changed in future legislation.
If we were considered to actually or constructively pay a “preferential dividend” to certain of our stockholders, our status as a REIT could be adversely affected.
In order to qualify as a REIT, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with U.S. GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is pro rata among all outstanding shares of stock within a particular class, and in accordance with the preferences among different classes of stock as set forth in our organizational documents. Currently, there is uncertainty as to the IRS’s position regarding whether certain arrangements that REITs have with their stockholders could give rise to the inadvertent payment of a preferential dividend (e.g., the pricing methodology for stock purchased under a distribution reinvestment plan inadvertently causing a greater than 5% discount on the price of such stock purchased). While we believe that our operations have been structured in such a manner that we will not be treated as inadvertently paying preferential dividends, there is no de minimis or reasonable cause exception with respect to preferential dividends under the Code. Therefore, if the IRS were to take the position that we inadvertently paid a preferential dividend, we may be deemed either to (a) have distributed less than 100% of our REIT taxable income and be subject to tax on the undistributed portion, or (b) have distributed less than 90% of our REIT taxable income and our status as a REIT could be terminated for the year in which such determination is made if we were unable to cure such failure.
Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of one or both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS.
Complying with REIT requirements may force us to forgo or liquidate otherwise attractive investment opportunities.
To qualify as a REIT, we must ensure that we meet the REIT gross income tests annually and that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities. The remainder of our investment in securities (other than government securities, qualified real estate assets and stock of a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, qualified real estate assets and stock of a TRS) can consist of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate assets from our portfolio or not make otherwise attractive investments in order to maintain our qualification as a REIT. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

38

The ability of the Board of Directors to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce dividends to our stockholders.
Our charter provides that the Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. While we elected to be taxed as a REIT, we may terminate our REIT election if we determine that qualifying as a REIT is no longer in the best interests of our stockholders. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders and on the market price of our common stock.
We may incur adverse tax consequences if ARCT III, CapLease, ARCT IV or Cole has failed qualify as a REIT for U.S. federal income tax purposes.
If ARCT III, CapLease, ARCT IV or Cole has failed to qualify as a REIT for U.S. federal income tax purposes at any time prior to the ARCT III Merger, the CapLease Merger, the ARCT IV Merger and the Cole Merger, respectively, we may inherit significant tax liabilities and could fail to qualify as a REIT should disqualifying activities continue after the mergers.
We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of our common stock.
In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure our stockholders that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Our stockholders are urged to consult with their tax advisor with respect to the impact of recent legislation on their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.
Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a regular corporation. As a result, our charter provides the Board of Directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. The Board of Directors has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our stockholders.
The share ownership restrictions of the Code for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in our shares of stock and restrict our business combination opportunities.
In order to qualify as a REIT, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more than 50% in value of our issued and outstanding shares of stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules in the Code determine if any individual or entity actually or constructively owns our shares of stock under this requirement. Additionally, at least 100 persons must beneficially own our shares of stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To help insure that we meet these tests, among other purposes, our charter restricts the acquisition and ownership of our shares of stock.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT while we so qualify. Unless exempted by the Board of Directors, for so long as we qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more than 9.8% in value of the aggregate of our outstanding shares of stock and more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock. The Board of Directors may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of the 9.8% ownership limit would result in the termination of our qualification as a REIT. These restrictions on transferability and ownership will not apply, however, if the Board of Directors determines that it is no longer in our best interest to continue to qualify as a REIT or that compliance with the restrictions is no longer required in order for us to continue to so qualify as a REIT.
These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

39

Non-U.S. stockholders will be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax on dividends received from us and upon the disposition of our shares.
Subject to certain exceptions, distributions received from us will be treated as dividends of ordinary income to the extent of our current or accumulated earnings and profits. Such dividends ordinarily will be subject to U.S. withholding tax at a 30% rate, or such lower rate as, and to the extent, may be specified by an applicable income tax treaty, unless the dividends are treated as “effectively connected” with the conduct by the non-U.S. stockholder of a U.S. trade or business. Pursuant to the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, distributions attributable to sales or exchanges of “U.S. real property interests,” or USRPIs, by us generally will be taxed to a non-U.S. stockholder as if such gain were effectively connected with a U.S. trade or business. However, a distribution of USRPI gain will not be treated as effectively connected income if (a) the distribution is received with respect to a class of stock that is regularly traded on an established securities market located in the United States; and (b) the non-U.S. stockholder does not own more than 5% of the class of our stock at any time during the one year period ending on the date of such distribution. We anticipate that our shares will be “regularly traded” on an established securities market for the foreseeable future, although, no assurance can be given that this will be the case.
Gain recognized by a non-U.S. stockholder upon the sale or exchange of our common stock generally will not be subject to U.S. federal income taxation unless such stock constitutes a USRPI under FIRPTA. Our common stock will not constitute a USRPI so long as we are a “domestically-controlled qualified investment entity.” A domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT’s stock is held directly or indirectly by non-U.S. stockholders. We believe that we are a domestically-controlled qualified investment entity. However, because our common stock is and will be publicly traded, no assurance can be given that we are or will be a domestically-controlled qualified investment entity.
Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges our common stock, gain arising from such a sale or exchange would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if: (a) our common stock is “regularly traded,” as defined by applicable Treasury regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 5% or less of our common stock at any time during the five-year period ending on the date of the sale. We encourage our stockholders to consult their tax advisor to determine the tax consequences applicable to them if they are non-U.S. stockholders.
Dividends or gain on sale may be treated as unrelated business taxable income to tax-exempt investors.
If (a) we are a “pension-held REIT,” (b) a tax-exempt stockholder has incurred (or is deemed to have incurred) debt to purchase or hold our common stock, or (c) a holder of common stock is a certain type of tax-exempt stockholder, dividends on, and gains recognized on the sale of, common stock by such tax-exempt stockholder may be subject to U.S. federal income tax as unrelated business taxable income under the Code. We encourage our stockholders to consult their tax advisor to determine the tax consequences applicable to them if they are tax-exempt stockholders.
Even if we qualify as a REIT for federal income tax purposes and incur no federal corporate or excise taxes on our federal taxable income, we may still be subject to various taxes in the state, local and foreign taxing jurisdictions in which we directly or indirectly own properties or otherwise conduct business.
Not all taxing jurisdictions recognize the favorable tax treatment afforded to REITs under the Code. As such, we may be subject to regular corporate net income taxes in certain state, local or foreign taxing jurisdictions. In addition, we, the Operating Partnership, our TRSs, and/or other entities through which we conduct our business may also be subject to state, local or foreign income, franchise, sales, transfer, excise or other taxes. Any taxes that we incur directly or indirectly will reduce our cash available for distribution to our stockholders. Additionally, changes in state, local or foreign tax law could reduce the cash flow from certain investments made by us and could make such investments less attractive to potential buyers when we seek to liquidate such investments.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
General
As of December 31, 2014 , we owned 4,648 properties, comprised of 103.1 million square feet and located in 49 states, the District of Columbia, Puerto Rico, and Canada. Our properties were 99.3% occupied with a weighted-average remaining lease term of 11.8 years as of December 31, 2014 .

40

Industry Distribution
The following table details the industry distribution of our portfolio as of December 31, 2014 (dollars in thousands):
Industry
 
Number of Leases
 
Square Feet
 
Square Feet as a % of Total Portfolio
 
Annualized Rental Income
 
Annualized Rental Income as a % of Total Portfolio
Accommodation & Food Services
 
1

 
9,513

 
—
%
 
$
228

 
—
%
Administrative & Support Services
 
5

 
430,227

 
0.4
%
 
4,054

 
0.3
%
Agricultural
 
2

 
137,520

 
0.1
%
 
1,245

 
0.1
%
Billboard
 
5

 
—

 
—
%
 
53

 
—
%
Construction
 
1

 
27,115

 
—
%
 
344

 
—
%
Education
 
5

 
1,887,164

 
1.8
%
 
20,763

 
1.5
%
Entertainment & Recreation
 
23

 
850,981

 
0.8
%
 
15,752

 
1.1
%
Finance
 
309

 
3,086,515

 
3.0
%
 
65,965

 
4.8
%
Government & Public Services
 
31

 
1,275,972

 
1.2
%
 
30,995

 
2.3
%
Healthcare
 
82

 
1,662,903

 
1.6
%
 
30,246

 
2.2
%
Information & Communications
 
17

 
1,507,709

 
1.5
%
 
27,289

 
2.0
%
Insurance
 
20

 
2,163,389

 
2.1
%
 
40,764

 
3.0
%
License Agreement
 
8

 
—

 
—
%
 
8

 
—
%
Logistics
 
63

 
4,800,451

 
4.7
%
 
41,507

 
3.0
%
Manufacturing
 
69

 
19,428,581

 
18.8
%
 
127,237

 
9.2
%
Mining & Natural Resources
 
16

 
736,172

 
0.7
%
 
14,744

 
1.1
%
Other Services
 
38

 
5,234,675

 
5.1
%
 
19,417

 
1.4
%
Parking Lot
 
2

 
8,400

 
—
%
 
38

 
—
%
Professional Services
 
72

 
4,242,109

 
4.1
%
 
59,606

 
4.3
%
Real Estate
 
3

 
44,059

 
—
%
 
658

 
—
%
Rental
 
44

 
712,860

 
0.7
%
 
6,734

 
0.5
%
Restaurants - Other
 
998

 
6,818,126

 
6.6
%
 
253,936

 
18.4
%
Restaurants - Quick Service
 
1,218

 
4,372,927

 
4.2
%
 
121,506

 
8.8
%
Retail - Apparel & Jewelry
 
15

 
1,402,799

 
1.4
%
 
15,311

 
1.1
%
Retail - Automotive
 
167

 
1,197,391

 
1.2
%
 
21,987

 
1.6
%
Retail - Department Stores
 
14

 
1,050,948

 
1.0
%
 
8,591

 
0.6
%
Retail - Discount
 
830

 
10,282,525

 
10.0
%
 
93,982

 
6.8
%
Retail - Electronics & Appliances
 
23

 
701,381

 
0.7
%
 
9,617

 
0.7
%
Retail - Gas & Convenience
 
127

 
526,556

 
0.5
%
 
27,114

 
2.0
%
Retail - Grocery & Supermarket
 
87

 
5,631,656

 
5.5
%
 
59,055

 
4.3
%
Retail - Hobby, Books & Music
 
10

 
364,971

 
0.4
%
 
3,557

 
0.3
%
Retail - Home & Garden
 
103

 
7,866,439

 
7.6
%
 
57,724

 
4.2
%
Retail - Home Furnishings
 
39

 
452,976

 
0.4
%
 
7,400

 
0.5
%
Retail - Internet
 
3

 
3,048,444

 
3.0
%
 
14,159

 
1.0
%
Retail - Office Supply
 
5

 
97,396

 
0.1
%
 
1,355

 
0.1
%
Retail - Pet Supply
 
25

 
902,817

 
0.9
%
 
18,444

 
1.3
%
Retail - Pharmacy
 
339

 
4,915,236

 
4.8
%
 
110,836

 
8.1
%
Retail - Specialty (Other)
 
27

 
575,679

 
0.6
%
 
6,362

 
0.5
%
Retail - Sporting Goods
 
22

 
1,271,446

 
1.2
%
 
14,876

 
1.1
%
Retail - Warehouse Clubs
 
17

 
2,630,903

 
2.6
%
 
22,368

 
1.7
%
Transportation
 
1

 
49,920

 
—
%
 
6

 
—
%
Utilities
 
2

 
40,734

 
—
%
 
931

 
0.1
%
Vacant
 
43

 
700,961

 
0.7
%
 
—

 
—
%
 
 
4,931

 
103,148,546

 
100
%
 
$
1,376,764

 
100
%

41

Geographical Distribution
The following table details the geographic distribution of our portfolio as of December 31, 2014 (dollars in thousands):
State/Possession
 
Number of Properties
 
Square Feet
 
Square Feet as a % of Total Portfolio
 
Annualized Rental Income
 
Annualized Rental Income as a % of Total Portfolio
Alabama
 
158

 
1,765,783

 
1.7
%
 
$
32,818

 
2.4
%
Alaska
 
3

 
25,070

 
—
%
 
774

 
0.1
%
Alberta
 
4

 
31,667

 
—
%
 
1,912

 
0.1
%
Arizona
 
88

 
3,009,724

 
2.9
%
 
53,067

 
3.9
%
Arkansas
 
103

 
1,027,467

 
1.0
%
 
13,083

 
1.0
%
California
 
102

 
5,028,083

 
4.9
%
 
75,691

 
5.5
%
Colorado
 
59

 
1,935,612

 
1.9
%
 
29,251

 
2.1
%
Connecticut
 
20

 
99,818

 
0.1
%
 
2,840

 
0.2
%
Delaware
 
12

 
106,658

 
0.1
%
 
2,582

 
0.2
%
District of Columbia
 
1

 
3,210

 
—
%
 
44

 
—
%
Florida
 
303

 
5,230,412

 
5.1
%
 
81,141

 
5.9
%
Georgia
 
227

 
5,010,854

 
4.9
%
 
67,873

 
4.9
%
Idaho
 
20

 
146,935

 
0.1
%
 
4,542

 
0.3
%
Illinois
 
193

 
6,136,866

 
6.0
%
 
82,280

 
6.0
%
Indiana
 
147

 
5,972,034

 
5.8
%
 
46,595

 
3.4
%
Iowa
 
54

 
1,621,488

 
1.6
%
 
15,524

 
1.1
%
Kansas
 
53

 
2,400,807

 
2.3
%
 
17,035

 
1.2
%
Kentucky
 
95

 
2,242,251

 
2.2
%
 
27,355

 
2.0
%
Louisiana
 
103

 
1,685,842

 
1.6
%
 
23,878

 
1.7
%
Maine
 
25

 
648,410

 
0.6
%
 
8,547

 
0.6
%
Manitoba
 
2

 
15,900

 
—
%
 
827

 
0.1
%
Maryland
 
35

 
871,590

 
0.8
%
 
17,910

 
1.3
%
Massachusetts
 
41

 
2,650,803

 
2.6
%
 
31,059

 
2.3
%
Michigan
 
194

 
2,495,930

 
2.4
%
 
39,966

 
2.9
%
Minnesota
 
48

 
585,633

 
0.6
%
 
9,188

 
0.7
%
Mississippi
 
81

 
1,843,066

 
1.8
%
 
16,397

 
1.2
%
Missouri
 
172

 
1,954,947

 
1.9
%
 
27,910

 
2.0
%
Montana
 
10

 
85,057

 
0.1
%
 
1,701

 
0.1
%
Nebraska
 
25

 
695,991

 
0.7
%
 
12,719

 
0.9
%
Nevada
 
33

 
753,105

 
0.7
%
 
9,870

 
0.7
%
New Hampshire
 
20

 
250,717

 
0.2
%
 
4,398

 
0.3
%
New Jersey
 
39

 
1,693,388

 
1.6
%
 
37,458

 
2.7
%
New Mexico
 
57

 
934,278

 
0.9
%
 
14,514

 
1.0
%
New York
 
94

 
1,809,498

 
1.8
%
 
34,465

 
2.5
%
North Carolina
 
187

 
3,965,561

 
3.8
%
 
43,417

 
3.2
%
North Dakota
 
12

 
200,818

 
0.2
%
 
4,589

 
0.3
%
Ohio
 
301

 
5,829,486

 
5.7
%
 
56,768

 
4.1
%
Oklahoma
 
90

 
2,113,928

 
2.0
%
 
27,318

 
2.0
%
Ontario
 
11

 
77,885

 
0.1
%
 
4,242

 
0.3
%
Oregon
 
17

 
319,773

 
0.3
%
 
4,433

 
0.3
%
Pennsylvania
 
176

 
5,806,529

 
5.6
%
 
60,286

 
4.4
%
Puerto Rico
 
3

 
87,550

 
0.1
%
 
2,429

 
0.2
%

42

State/Possession
 
Number of Properties
 
Square Feet
 
Square Feet as a % of Total Portfolio
 
Annualized Rental Income
 
Annualized Rental Income as a % of Total Portfolio
Rhode Island
 
14

 
214,079

 
0.2
%
 
$
3,649

 
0.3
%
Saskatchewan
 
2

 
16,800

 
—
%
 
796

 
0.1
%
South Carolina
 
126

 
3,380,193

 
3.3
%
 
30,641

 
2.2
%
South Dakota
 
11

 
124,104

 
0.1
%
 
1,614

 
0.1
%
Tennessee
 
137

 
3,487,182

 
3.4
%
 
34,528

 
2.5
%
Texas
 
628

 
12,037,105

 
11.7
%
 
175,323

 
12.7
%
Utah
 
14

 
142,598

 
0.1
%
 
3,178

 
0.2
%
Vermont
 
8

 
36,749

 
—
%
 
734

 
0.1
%
Virginia
 
120

 
2,135,543

 
2.1
%
 
38,281

 
2.8
%
Washington
 
27

 
492,078

 
0.5
%
 
11,840

 
0.9
%
West Virginia
 
44

 
271,806

 
0.3
%
 
6,917

 
0.5
%
Wisconsin
 
88

 
1,569,827

 
1.5
%
 
18,858

 
1.4
%
Wyoming
 
11

 
70,058

 
0.1
%
 
1,709

 
0.1
%
 
 
4,648

 
103,148,546

 
100.0
%
 
$
1,376,764

 
100.0
%
Tenant Concentration
Red Lobster’s annualized rental income, on a straight-line basis, represented 11.6% of consolidated annualized rental income on a straight-line basis as of December 31, 2014 .

Property Type
The following table details the property type of our portfolio as of December 31, 2014 (dollars in thousands):
Property Type
 
Number of Properties
 
Square Feet
 
Square Feet as a % of Total Portfolio
 
Annualized Rental Income
 
Annualized Rental Income as a % of Total Portfolio
Billboard
 
4

 
—

 
—
%
 
$
51

 
—
%
Construction in Progress
 
22

 
710,262

 
0.7
%
 
6,782

 
0.5
%
Distribution
 
94

 
28,303,085

 
27.4
%
 
142,393

 
10.3
%
Industrial
 
79

 
11,766,597

 
11.5
%
 
67,213

 
4.9
%
Multi-Tenant Retail
 
20

 
1,880,571

 
1.8
%
 
26,501

 
1.9
%
Office
 
165

 
17,414,512

 
16.9
%
 
314,059

 
22.9
%
Parking Lot
 
1

 
8,400

 
—
%
 
1

 
—
%
Restaurant
 
2,175

 
11,084,904

 
10.7
%
 
372,200

 
27.0
%
Retail
 
2,084

 
31,736,460

 
30.8
%
 
447,564

 
32.5
%
Vacant
 
4

 
243,755

 
0.2
%
 
—

 
—
%
 
 
4,648

 
103,148,546

 
100.0
%
 
$
1,376,764

 
100.0
%
Property Financing
Our mortgage notes payable consist of the following as of December 31, 2014 and 2013 (dollar amounts in thousands):
 
 
Encumbered Properties
 
Outstanding Loan Amount
 
Weighted Average
Effective Interest Rate (1)
 
Weighted Average Maturity (2)
December 31, 2014
 
776

 
$
3,689,795

 
4.88
%
 
6.18
December 31, 2013
 
177

 
$
1,258,661

 
3.42
%
 
3.41
_______________________________________________
(1)
Mortgage notes payable have fixed rates or are fixed by way of interest rate swap arrangements. Effective interest rates range from 2.75% to 7.20% at December 31, 2014 and 1.83% to 6.28% at December 31, 2013.
(2)
Weighted-average remaining years until maturity as of December 31, 2014 and 2013, respectively.

43

In addition, we have financing, which is not secured by interests in real property, which is described under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Future Minimum Lease Payments
The following table presents future minimum base rental cash payments due to us over the next 10 years. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (amounts in thousands):
 
 
Future Minimum Base Rent Payments
2015
 
$
1,249,809

2016
 
1,244,263

2017
 
1,212,087

2018
 
1,174,316

2019
 
1,132,671

2020
 
1,093,941

2021
 
1,051,088

2022
 
971,473

2023
 
890,911

2024
 
811,181

Thereafter
 
5,238,869

 
 
$
16,070,609

Future Lease Expirations
The following is a summary of lease expirations for the next 10 years at the properties we own as of December 31, 2014 (dollar amounts in thousands):
Year of Expiration
 
Number of Leases Expiring
 
Square Feet
 
Square Feet as a % of Total Portfolio
 
Annualized Rental Income Expiring
 
Annualized Rental Income Expiring as a % of Total Portfolio
2015
 
129

 
1,764,327

 
1.7
%
 
$
20,620

 
1.5
%
2016
 
153

 
3,555,200

 
3.5
%
 
34,004

 
2.5
%
2017
 
278

 
5,073,324

 
4.9
%
 
59,116

 
4.3
%
2018
 
248

 
3,107,173

 
3.0
%
 
41,052

 
3.0
%
2019
 
201

 
3,343,272

 
3.2
%
 
56,797

 
4.1
%
2020
 
188

 
3,672,980

 
3.6
%
 
45,729

 
3.3
%
2021
 
183

 
12,263,521

 
11.9
%
 
92,984

 
6.8
%
2022
 
265

 
9,379,757

 
9.1
%
 
79,730

 
5.8
%
2023
 
234

 
6,536,828

 
6.3
%
 
86,953

 
6.3
%
2024
 
199

 
10,305,839

 
10.0
%
 
127,311

 
9.3
%
 
 
2,078

 
59,002,221

 
57.2
%
 
$
644,296

 
46.9
%
Item 3. Legal Proceedings.
The information contained under the heading “Litigation” in Note 17 – Commitments and Contingencies to our consolidated financial statements in this report is incorporated by reference into this Item 3.
Item 4. Mine Safety Disclosures.
Not applicable.

44

PART II
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information
Our common stock is currently traded on the NASDAQ under the symbol “ARCP”. Set forth below is a line graph comparing the cumulative total stockholder return on our common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts All Equity REITs Index (“FTSE NAREIT All Equity REITs”) and the S&P 500 Index (“S&P 500”) for the period commencing September 6, 2011, the date of our IPO, and ending December 31, 2014. The graph assumes an investment of $100 on September 6, 2011.

Comparison to Cumulative Total Return

For each calendar quarter indicated, the following table reflects respective high, low and closing sales prices for the common stock as quoted by NASDAQ and the dividends paid per common share in each such period:
 
 
First Quarter 2013
 
Second Quarter 2013
 
Third Quarter 2013
 
Fourth Quarter 2013
 
First Quarter 2014
 
Second Quarter 2014
 
Third Quarter 2014
 
Fourth Quarter 2014
High
 
$
14.92

 
$
18.05

 
$
15.36

 
$
13.94

 
$
14.96

 
$
14.17

 
$
13.44

 
$
12.48

Low
 
$
12.45

 
$
13.99

 
$
12.13

 
$
12.16

 
$
12.60

 
$
11.76

 
$
12.00

 
$
7.38

Close
 
$
14.67

 
$
15.26

 
$
12.20

 
$
12.85

 
$
14.02

 
$
12.53

 
$
12.06

 
$
9.05

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends paid monthly per common share
 
$
0.23

 
$
0.23

 
$
0.23

 
$
0.23

 
$
0.33

 
$
0.25

 
$
0.25

 
$
0.25

Holders
As of March 27, 2015 , we had 905,193,685 shares of common stock outstanding held by 5,344 stockholders of record.
Dividends
On December 23, 2014, pursuant to a waiver and consent relating to the Credit Facility, we agreed to not pay a dividend on our common stock until the filing of this report. Our board of directors is currently reviewing our dividend policy and following delivery of its financial statements, expects to adopt a policy of paying a common stock dividend in line with our industry peers, while still meeting the minimum distribution requirement to maintain our status as a REIT.

45

Securities Authorized for Issuance Under Equity Compensation Plans
See Note 19 – Equity-based Compensation to the consolidated financial statements in this report for discussion on the Company’s equity plans.
Purchases of Equity Securities
During the fourth quarter of 2014, the Company purchased the following shares in order to satisfy the minimum tax withholding obligation for state and federal payroll taxes on employee stock awards:
Period
 
Total Number of Shares Purchased
 
Average Price Paid Per Share
October
 
347,935

 
$
9.42

November
 
9,566

 
9.00

December
 
9,165

 
9.26

Total
 
366,666

 
$
9.40

Item 6. Selected Financial Data.
The following selected financial data should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this report. The selected financial data (in thousands, except share and per share amounts) presented below was derived from our consolidated financial statements.
Balance sheet data (amounts in thousands):
 
 
December 31,
 
 
2014
 
2013
 
2012
 
2011
 
2010
Total real estate investments, at cost
 
$
18,292,560

 
$
7,459,142

 
$
1,875,615

 
$
209,326

 
$
—

Total assets
 
$
20,515,139

 
$
7,809,083

 
$
2,182,195

 
$
221,578

 
$
279

Mortgage notes payable, net
 
$
3,759,935

 
$
1,301,114

 
$
265,118

 
$
35,320

 
$
—

Credit facilities
 
$
3,184,000

 
$
1,819,800

 
$
124,604

 
$
42,407

 
$
—

Corporate bonds, net
 
$
2,546,499

 
$
—

 
$
—

 
$
—

 
$
—

Convertible debt, net
 
$
977,521

 
$
972,490

 
$
—

 
$
—

 
$
—

Other debt
 
$
45,826

 
$
104,804

 
$
—

 
$
—

 
$
—

Due to affiliates
 
$
559

 
$
103,434

 
$
1,522

 
$
—

 
$
—

Total liabilities
 
$
11,132,809

 
$
5,310,556

 
$
513,435

 
$
80,790

 
$
279

Total equity
 
$
9,382,330

 
$
2,229,228

 
$
1,668,760

 
$
140,788

 
$
—


46

Operating data, cash flow data and per share data (amounts in thousands except share and per share data):
 
 
Year ended December 31,
 
Period from December 2, 2010 (Date of Inception) to December 31, 2010
 
 
2014
 
2013
 
2012
 
2011
 
Operating data:
 
 
 
 
 
 
 
 
 
 
Total revenues
 
$
1,579,257

 
$
329,323

 
$
67,207

 
$
3,970

 
$
—

Operating expenses:
 
 
 
 
 
 
 
 
 
 
Cole Capital reallowed fees and commissions
 
66,228

 
—

 
—

 
—

 
—

Acquisition related
 
38,831

 
76,113

 
45,070

 
3,898

 
—

Merger and other non-routine transactions
 
200,514

 
210,543

 
2,603

 
—

 
—

Property operating
 
137,741

 
23,616

 
3,522

 
220

 
—

Management fees to affiliates
 
13,888

 
17,462

 
212

 
—

 
—

General and administrative
 
174,741

 
123,172

 
5,458

 
749

 
—

Depreciation and amortization
 
916,003

 
210,976

 
40,957

 
2,097

 
—

Impairments
 
409,991

 
3,346

 
—

 
—

 
 
Total operating expenses
 
1,957,937

 
665,228

 
97,822

 
6,964

 
—

Operating loss
 
(378,680
)
 
(335,905
)
 
(30,615
)
 
(2,994
)
 
—

Other (expense) income:
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(452,648
)
 
(105,548
)
 
(11,856
)
 
(960
)
 
—

Extinguishment of debt, net
 
(21,869
)
 
—

 
—

 
—

 
—

Other income, net
 
123,529

 
3,824

 
979

 
4

 
—

Loss on derivative instruments, net
 
(10,570
)
 
(67,946
)
 
—

 
(2
)
 
—

Loss on held for sale assets and disposition of properties, net
 
(277,031
)
 
—

 
—

 
—

 
—

Loss on sale of investments in affiliates
 
—

 
(411
)
 
—

 
—

 
—

Gain (loss) on sale of investments
 
6,357

 
(1,795
)
 
—

 
—

 
—

Total other expenses, net
 
(632,232
)
 
(171,876
)
 
(10,877
)
 
(958
)
 
—

Loss from continuing operations
 
(1,010,912
)
 
(507,781
)
 
(41,492
)
 
(3,952
)
 
—

Net loss from discontinued operations
 
—

 
(34
)
 
(745
)
 
(852
)
 
—

Net loss
 
(1,010,912
)
 
(507,815
)
 
(42,237
)
 
(4,804
)
 
—

Net loss attributable to non-controlling interests
 
33,727

 
16,316

 
585

 
105

 
—

Net loss attributable to stockholders
 
$
(977,185
)
 
$
(491,499
)
 
$
(41,652
)
 
$
(4,699
)
 
$
—

 
 
 
 
 
 
 
 
 
 
 
Cash flow data:
 
 
 
 
 
 
 
 
 
 
Net cash flows provided (used in) by operating activities
 
$
502,887

 
$
11,918

 
$
9,440

 
$
(257
)
 
$
—

Net cash flows used in investing activities
 
$
(2,554,456
)
 
$
(4,541,718
)
 
$
(1,701,422
)
 
$
(89,981
)
 
$
—

Net cash flows provided by financing activities
 
$
2,415,555

 
$
4,289,950

 
$
1,965,226

 
$
109,569

 
$
—

 
 
 
 
 
 
 
 
 
 
 
Per share data:
 
 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share from continuing operations attributable to common stockholders
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.40
)
 
$
(1.04
)
 
$
—

Basic and diluted net loss per share attributable to common stockholders
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.41
)
 
$
(1.26
)
 
$
—

Annualized distributions declared per common share
 
$
1.00

 
$
0.91

 
$
0.89

 
$
0.88

 
$
—

 
 
 
 
 
 
 
 
 
 
 
Weighted-average number of common shares
outstanding - basic (1)
 
793,150,098

 
205,341,431

 
103,306,366

 
3,720,351

 
—

_______________________________________________
(1) For all periods presented, the effect of certain OP Units outstanding, LTIP Units, unvested restricted shares and convertible preferred shares were excluded from the weighted-average share calculation as the effect would be anti-dilutive.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of the Company and the notes thereto.

47

Restatement and Recast
As discussed under “Item 1. Business – Recent Developments – Audit Committee Investigation and Restatement”, ARCP previously restated its consolidated financial statements and related financial information for the years ended December 31, 2013 and 2012 and the fiscal periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013 and the OP restated and amended its consolidated financial statements and related financial information as of and for the years ended December 31, 2013 and 2012 and the quarterly periods ended June 30, 2014 and 2013. For a discussion of reconciliations of originally reported amounts to the corresponding restated amounts, see one of the following filings made with the SEC on March 2, 2015: Amendment No. 2 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013 or our Quarterly Reports on Form 10-Q/A for the fiscal periods ended March 31, 2014 and June 30, 2014. In addition, on January 3, 2014, we acquired ARCT IV, and together we were considered to be entities under common control because the entities’ advisors were wholly-owned subsidiaries of ARC. Accordingly, our consolidated financial statements have been recast in applying the carryover basis of accounting to include ARCT IV. See Note 1 –  Organization to the consolidated financial statements in this report for further explanation. The following discussion and analysis of our financial condition and results of operations is based on the restated and recasted amounts.
Overview
We are a self-managed Maryland corporation incorporated on December 2, 2010 that qualified as a REIT for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. On September 6, 2011, the Company completed the IPO. The Company’s common stock trades on NASDAQ under the symbol “ARCP.”
We operate through two business segments, Real Estate Investment and our private capital management business, Cole Capital, as further discussed in Note 5 – Segment Reporting . Through the REI segment, we acquire, own and operate single-tenant, freestanding, commercial real estate properties, primarily subject to long-term net leases with high credit quality tenants. We seek to acquire net lease assets by self-originating individual or small portfolio acquisitions, by executing sale-leaseback transactions, and in connection with build-to-suit or forward take-out opportunities, to the extent they are appropriate in terms of capitalization rate and scale. We have also advanced our investment objectives through strategic mergers and acquisitions. See Note 2 –   Mergers and Significant Acquisitions and Sales to the consolidated financial statements in this report.
Cole Capital is contractually responsible for managing the affairs of the Managed REITs on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf, and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for services relating to these services.
Substantially all of our REI segment is conducted through the OP. We are the sole general partner and holder of 97.4% of the common equity interests in the OP as of December 31, 2014, with the remaining 2.6% common equity interests owned by certain unaffiliated investors. Under the LPA, after holding units of limited partner interests in the OP for a period of one year, unless otherwise consented to by us, holders of OP Units have the right to redeem the OP Units for the cash value of a corresponding number of shares of our common stock or, at our option, a corresponding number of shares of our common stock. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets. Substantially all of the Cole Capital segment is conducted through CCA, an Arizona corporation and a wholly owned subsidiary of the OP. CCA is treated as a TRS under the Internal Revenue Code.
Prior to January 8, 2014, we retained the Former Manager to manage our affairs on a day-to-day basis with the exception of certain acquisition, accounting and portfolio management services performed by our employees. In August 2013, our board of directors determined that it is in the best interests of us and our stockholders to become self-managed and we completed our transition to self-management on January 8, 2014. See Note 20 – Related Party Transactions and Arrangements to the consolidated financial statements.
As of December 31, 2014, we owned 4,648 properties consisting of 103.1 million square feet, which were 99.3% leased with a weighted-average remaining lease term of 11.8 years. In constructing our portfolio, we are committed to diversification by industry, tenant and geography. As of December 31, 2014, rental revenues derived from investment grade tenants and tenants affiliated with investment grade entities as determined by a major rating agency approximated 46.9% (we have attributed the rating of each parent company to its wholly owned subsidiary for purposes of this disclosure). Our strategy encompasses receiving the majority of our revenue from investment grade and creditworthy tenants as we further acquire properties and enter into or assume lease arrangements.

48

Recent Mergers and Major Acquisitions and Sales
ARCT IV Merger
On July 1, 2013, we entered into an Agreement and Plan of Merger, as amended on October 6, 2013 and October 11, 2013, with ARCT IV, and certain subsidiaries of each company. The ARCT IV Merger Agreement provided for the merger of ARCT IV with and into a subsidiary of the OP, which was consummated on January 3, 2014.
Fortress Portfolio Acquisition
On July 24, 2013, ARC and another related entity, on behalf of the Company and certain other entities sponsored directly or indirectly by ARC, entered into a purchase and sale agreement with affiliates of funds managed by Fortress for the purchase of 196 properties owned by Fortress, for an aggregate contract purchase price of $972.5 million . Of the 196 properties, 120 properties were allocated to and assigned by us. On October 1, 2013, we closed on 41 of the 120 properties with a total purchase price of $200.3 million , exclusive of closing costs. During the year ended December 31, 2014 , we closed the acquisition of the remaining 79 properties in the Fortress Portfolio for an aggregate contract purchase price of $400.9 million , exclusive of closing costs.
Inland Portfolio Acquisition
On August 8, 2013, ARC and another related entity, on behalf of the Company and certain other entities sponsored directly or indirectly by ARC, entered into a purchase and sale agreement with Inland for the purchase of the equity interests of 67 companies owned by Inland for an aggregate contract purchase price of $2.3 billion . Of the 67 companies, the equity interests of 10 companies holding in the aggregate 33 properties were acquired, in total, by us from Inland for a purchase price of $501.0 million . As of December 31, 2014 , we had closed on 32 of the 33 properties for a total purchase price of $288.2 million , exclusive of closing costs. The Company will not close on the remaining one property.
Cole Merger
On October 22, 2013, ARCP and a wholly-owned subsidiary entered into an agreement and plan of merger with Cole , a publicly traded Maryland corporation. The Cole Merger Agreement provided for the merger of Cole with and into ARCP’s wholly owned subsidiary. The Cole Merger was consummated on February 7, 2014.
CCPT Merger
On March 17, 2014, ARCP and a wholly-owned subsidiary entered into an Agreement and Plan of Merger with CCPT, a Maryland corporation. The CCPT Merger Agreement provided for the merger of CCPT with and into the wholly owned subsidiary of ARCP. The CCPT Merger was consummated on May 19, 2014.
Red Lobster Portfolio Acquisition
On May 15, 2014, we entered into a master purchase agreement to acquire over 500 properties, substantially all of which are operating as Red Lobster ® restaurants from a third party. The transaction was structured as a sale-leaseback in which we purchased and immediately leased the portfolio back to the third party pursuant to the terms of multiple master leases. The overall sale-leaseback transaction consisted of 522 Red Lobster ® restaurants and 20 other branded restaurant properties for a purchase price of $1.7 billion . The Company closed the Red Lobster Portfolio acquisition in the third quarter of 2014.
Abandoned Spin-off of Multi-Tenant Shopping Center Portfolio; Sale to Blackstone/DDR Joint Venture
On March 13, 2014, we announced our intention to spin off our multi-tenant shopping center business into a publicly traded REIT, American Realty Capital Centers, Inc., which was expected to operate under the name “ARCenters” and to trade on the NASDAQ Global Market under the symbol “ARCM.” The OP was expected to retain 25% ownership of ARCM. The MT Spin-off was expected to be effectuated through a pro rata taxable special distribution of one share of ARCM common stock for every 10 shares of our common stock and every 10 OP Units held by third parties in the OP. On April 4, 2014, ARCM filed a Registration Statement on Form 10 to register ARCM’s common stock, par value $0.01 per share, pursuant to Section 12(b) of the Exchange Act so that, upon consummation of the MT Spin-off, shares of ARCM received by holders of our common stock, or OP Units, as applicable, could freely trade their newly received ARCM common stock. ARCM was expected to be externally managed by us. On May 21, 2014, we announced that we had reassessed our plans for the multi-tenant shopping center portfolio and entered into a letter of intent to sell such portfolio to Blackstone Real Estate Partners VII L.P. (“Blackstone”), expecting to finalize pertinent documentation related thereto within 30 days of such date. The 64 multi-tenant properties and seven single-tenant properties included in such sale were the same properties that would have been spun off into ARCM and, consequently, we abandoned our proposed spin-off at such time. On June 11, 2014, certain of our indirect subsidiaries entered into an agreement of purchase and sale with the Blackstone/DDR Joint Venture, an entity indirectly jointly owned by affiliates of Blackstone and DDR, pursuant to which the parties consummated the sale of our multi-tenant shopping center portfolio. On October 17, 2014, we completed the sale of the Multi-tenant Portfolio for $1.9 billion to the Blackstone/DDR Joint Venture. Additionally, we entered into a letter of

49

intent with an unrelated third party to sell five multi-tenant properties for $52.3 million bringing total expected sale proceeds to $2.0 billion . The transaction aimed to simplify our REI business model, allowing us to focus solely on its single-tenant, net lease investments of $1.3 billion of net proceeds, of which $1.2 billion was used to reduce our leverage by paying down our line of credit and $542.8 million of secured mortgage debt was either repaid or assumed by the Blackstone/DDR Joint Venture. We reported a net loss on sale of $262.0 million , which includes the write-off of $195.5 million of goodwill allocated to the cost basis of the Multi-tenant Portfolio.
See Note 4 – Acquisitions of CapLease, Cole and CCPT and Note 22 – Property Dispositions to our consolidated financial statements in this report for further discussion on the mergers, acquisitions and dispositions.
Critical Accounting Policies and Significant Accounting Estimates
Our accounting policies have been established to conform to GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates include:
Revenue Recognition
Upon the acquisition of real estate, certain properties will have leases where minimum rent payments change during the term of the lease. The Company will record rental revenue for the full term of each lease on a straight-line basis. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. Cost recoveries from tenants are included in tenant reimbursement income in the period the related costs are incurred, as applicable.
The Company’s revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. Straight-line rent receivables are included in prepaid expenses and other assets on the consolidated balance sheets. See Note 10 – Deferred Costs and Other Assets, Net to the consolidated financial statements contained in this report. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2014 and 2013 , the Company had $57.8 million and $20.4 million , respectively, of deferred rental income, which is included in deferred rent and other liabilities on the consolidated balance sheets.
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the consolidated statements of operations and comprehensive loss. As of December 31, 2014 and December 31, 2013 , the Company recorded an allowance for uncollectible accounts of $2.5 million and $0.2 million , respectively.
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for acquired intangible lease assets.
Allocation of Purchase Price of Business Combinations including Acquired Properties
In accordance with the guidance for business combinations, the Company determines whether a transaction or other event is a business combination. If the transaction is determined to be a business combination, the Company determines if the transaction is considered to be between entities under common control. The acquisition of an entity under common control is accounted for on the carryover basis of accounting whereby the assets and liabilities of the acquired companies are recorded upon the merger

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on the same basis as they were carried by the acquired companies on the merger date. All other business combinations are accounted for by applying the acquisition method of accounting. Under the acquisition method, the Company recognizes the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity at fair value. In addition, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company will immediately expense acquisition-related costs and fees associated with business combinations and asset acquisitions.
The Company allocates the purchase price of acquired properties and businesses accounted for under the acquisition method of accounting to tangible and identifiable intangible assets and liabilities acquired based on their respective fair values. Tangible assets include land, buildings, equipment and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases.
Amounts allocated to land, buildings, equipment and fixtures are based on cost segregation studies performed by independent third parties or on the Company’s analysis of comparable properties in its portfolio.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. Above-market leases are amortized as a reduction to rental income over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods.
The fair value of investments and debt are valued using techniques consistent with those disclosed in Note 11 – Fair Value of Financial Instruments to the consolidated financial statements contained in this report, depending on the nature of the investment or debt. The fair value of all other assumed assets and liabilities based on the best information available.
The value of in-place leases is amortized to expense over the initial term of the respective leases, which range primarily from two to 20 years. If a tenant terminates its lease and the unamortized portion of the in-place lease value is charged to expense.
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Goodwill
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. Goodwill that arose as a result of the Company’s mergers and acquisitions was recorded in the Company’s consolidated financial statements.
In the event the Company disposes of a property that constitutes a business under U.S. GAAP from a reporting unit with goodwill, the Company will allocate a portion of the reporting unit’s goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business will be based on the relative fair value of the business to the fair value of the reporting unit. The REI segment and Cole Capital each comprise one reporting unit.
Impairments
Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other

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factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in estimating expected future cash flows could result in a different determination of the property’s expected future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the fair value of the real estate assets.
The Company recorded $100.5 million of impairment charges on real estate investments from continuing operations during the year ended December 31, 2014 , of which impairment charges totaling $96.7 million arose during the three months ended December 31, 2014 . In determining the fourth quarter impairment charges, the Company evaluated each of the respective properties’ highest and best use and concluded that such use would be to sell certain office properties that were deemed to be impaired, as if such properties were vacant at the time of the expected sale and did not contain a tenant under a long term lease. During the nine months ended September 30, 2014, the Company’s intention was to re-lease the respective properties at the end of each such tenant’s existing lease term, which were during 2015 through 2016. However, the respective tenants either provided notice that they did not intend to renew their lease or had already vacated the property and were continuing to pay the lease until expiration. In evaluating lease-up scenarios, the Company assessed the necessary capital expenditures that would be incurred to ready the respective properties for lease and determined that such capital expenditures would not be recoverable under the expected terms of a new lease in the current and future rental markets for such properties. In addition, the Company utilized the sale price received for one of the properties that was sold in 2015 in the determination of fair value, noting that the offers received in such sale were consistent with current market transactions evaluated as comparable transactions. The price received at sale was an indication that the carrying amount was greater than the properties’ estimated fair values.
The Company recorded $3.3 million in impairment charges on real estate investments from continuing operations during the year ended December 31, 2013 , but did not record any impairment on real estate investments from discontinued operations during that year. The Company did not record any impairment on real estate investments from continuing operations during the year ended December 31, 2012 , but did record $0.6 million of impairment charges from discontinued operations during that year.
Goodwill
The Company will evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value, by reporting unit, may not be recoverable. The Company’s annual testing date is during the fourth quarter. The Company tests goodwill for impairment by first comparing the carrying value of net assets to the fair value of each reporting unit. If the fair value is determined to be less than the carrying value or if qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows and relevant competitor multiples. The evaluation of goodwill for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions.
The Company tested the goodwill allocated to the Cole Capital segment for impairment during the three months ended December 31, 2014 using an income approach. The assumptions utilized in the evaluation of the impairment of goodwill under the income approach include revenue growth rates, cash flows, earnings before income taxes, tax rates, capital expenditures, the weighted average cost of capital (“WACC”) and expected long-term growth rates (residual growth rate). The assumptions which have the most significant effect on our valuations derived using a discounted cash flows methodology are: (1) revenue growth rate, (2) cash flow assumptions and (3) the discount rate. The cash flows utilized in the income approach are based on our most recent budgets, forecasts, and business plans as well as various growth rate assumptions for years beyond the current business plan period. Long-term growth rates represent the expected long-term growth rate for the reporting unit, considering the industry in which we operate and the global economy. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows and our WACC. The risk adjusted discount rate used represents the estimated WACC for our reporting unit. The carrying value of the Cole Capital reporting unit exceeded the estimated fair value at December 31, 2014 and therefore the second step of the goodwill impairment analysis was performed to compute the amount of the impairment. As a result, the Company recorded an impairment charge of $223.1 million during the three months ended December 31, 2014 .

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The Company also tested the goodwill allocated to the REI segment for impairment during the three months ended December 31, 2014 using a market approach. The assumptions utilized in the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of our reporting unit. Adjusted funds from operations and funds from operations, each non-GAAP supplemental financial performance measures, multiples for market comparable companies for the current and future fiscal periods were used to estimate the fair value of the reporting unit by applying those multiples to the projected financial information prepared by management. The carrying value of the REI reporting unit was $19.3 billion at December 31, 2014 . The estimated fair value of the reporting unit exceeded its carrying value by 5% . As such, no goodwill impairment was recorded during the three months ended December 31, 2014 on the REI reporting segment. This reporting unit remains at risk for future impairment if the projected operating results are not met or other inputs into the fair value measurement change. We continue to monitor actual results versus forecasted results and external factors that may impact the fair value of the reporting unit. Factors we are monitoring that may impact the fair value of the reporting unit include, but are not limited to, market comparable company multiples, interest rates, and global economic conditions.
Intangible Assets
The Company evaluates intangible assets, which primarily consists of dealer manager and advisory contracts with the Managed REITs, for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company will test intangible assets for impairment by first comparing the carrying value of the asset group to the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the intangible assets to their respective fair values and recognize an impairment loss.. The Company will estimate the fair value the intangible assets using a discounted cash flow model specific to the Managed REITs that were included in the initial value of the intangible assets as of the Cole Acquisition Date. The evaluation of goodwill for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions.
During the three months ended December 31, 2014 , as a result of the preliminary findings of the Audit Committee Investigation, which led to the withdrawal of reliance on certain of the Company’s previously-issued financial statements and a delay in issuing its financial statements for the third quarter of 2014 that also led to a delay in filing the annual report on Form 10-K for the year ended 2014, the Company experienced adverse changes to its business, some of which included suspension and/or termination of selling agreements relating to its Cole Capital segment and a significant drop in stock price. The Company determined these events warranted an assessment of the recoverability of the intangible asset value associated with the dealer manager and advisory contracts for its Cole Capital segment. Based on the analysis, the Company recorded $86.4 million of impairment charges on the intangible assets.
Investment in Unconsolidated Entities
The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of any of its investment in the unconsolidated entities. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated entity for potential impairment and determine if the carrying amount of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying amount is fully recovered. The evaluation of an investment in an unconsolidated entity for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions.  The use of different judgments and assumptions could result in different conclusions. No impairments of unconsolidated entities were identified during the year ended December 31, 2014 .
Leasehold Improvements and Property and Equipment
Leasehold improvements and property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If this review indicates that the carrying amount of the asset is not recoverable, the Company records an impairment loss, measured at fair value by estimated discounted cash flows or market appraisals. The evaluation of an investment in a property for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. The Company identified properties during the years ended December 31, 2014 and 2013 with impairment indicators for which the undiscounted future cash flows expected as a result of the use and eventual disposition of the real estate and related assets was less than the carrying amount of each respective properties, as discussed in Note 11 – Fair Value of Financial Instruments .

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Income Taxes
ARCP currently qualifies and has elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. As a REIT, except as discussed below, ARCP generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if ARCP maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income.
The Operating Partnership is classified as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for federal income tax purposes. Instead, each partner in the Operating Partnership is required to take into account its allocable share of the Operating Partnership’s income, gains, losses, deductions, and credits for each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property.
As of December 31, 2014 , the Operating Partnership and ARCP had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2010 remain open to examination by the major taxing jurisdictions to which the Operating Partnership, ARCP, ARCT III and ARCT IV are subject.
Under the LPA, the Operating Partnership is to conduct business in such a manner as to permit ARCP at all times to qualify as a REIT.
The Company conducts substantially all of its Cole Capital business operations through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Canada, and as a result, it files income tax returns in the U.S. federal jurisdiction, Canadian federal jurisdiction and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax expense or benefit related to significant, unusual or extraordinary items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.
In conjunction with the acquisition of the Red Lobster Portfolio, the Company entered into a reverse section 1031 like-kind exchange agreement with a third party intermediary. The exchange agreement is for a maximum of 180 days and allows the Company, for tax purposes, to defer gains on the sale of other properties sold within this period. Until the earlier of termination of the exchange agreements or 180 days after the first acquisition date, the third party intermediary is the legal owner of each property, although the Company controls the activities that most significantly impact each property and retains all of the economic benefits and risks associated with each property. Each property is held by the third party intermediary in a variable interest entity for which the Company is the primary beneficiary. Accordingly, the Company consolidates these properties and their operations even during the period they are held by the third party intermediary. As of December 31, 2014, none of the Red Lobster properties were held by the third party intermediary, as the reverse section 1031 like-kind exchange agreement was completed on October 17, 2014.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are described in Note 3 –  Summary of Significant Accounting Policies to our consolidated financial statements in this report.

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Results of Operations
As a result of the Cole Merger, we evaluate our operating results by our two business segments, REI and Cole Capital.
REI Segment
Our results of operations are influenced by the timing of acquisitions and the operating performance of our real estate investments. The following table shows the property statistics of our real estate assets, excluding properties owned through consolidated joint ventures, as of December 31, 2014 , 2013 and 2012 :
 
December 31,
 
2014
 
2013 (3)
 
2012 (3)
Number of commercial properties (1)
4,648
 
2,559
 
702
Approximate rentable square feet (in millions) (2)
103.1
 
43.8
 
15.8
Percentage of rentable square feet leased
99.3%
 
99.0%
 
100.0%
____________________________________
(1)
Excludes properties owned through the Unconsolidated Joint Ventures.
(2)
Includes square feet of the buildings on land that are subject to ground leases.
(3)
2013 and 2012 balances reflect properties after giving effect to the properties owned by ARCT IV, which we acquired on January 3, 2014.
Comparison of the year ended December 31, 2014 to the year ended December 31, 2013
Total Real Estate Investment Revenue
REI revenue increased $1.0 billion to $1.4 billion for the year ended December 31, 2014 , compared to $0.3 billion for the year ended December 31, 2013 . Our REI revenue consisted primarily of rental income from net leased commercial properties, which accounted for 92% and 94% of total REI revenue during the year ended December 31, 2014 and 2013 , respectively.
Rental Income
Rental income increased $1.0 billion to $1.3 billion for the year ended December 31, 2014 , compared to $0.3 billion for the year ended December 31, 2013 . The increase was primarily due to our net acquisition of 2,160 properties (which excludes properties that are accounted for as direct financing leases) primarily through various mergers and portfolio acquisitions subsequent to December 31, 2013 , as well as significant 2013 acquisitions occurring late in the year.
Direct Financing Lease Income
Direct financing lease income of  $3.6 million  was recognized for the year ended December 31, 2014 , an increase of $1.4 million from $2.2 million for the year ended December 31, 2013 . Direct financing lease income was primarily driven by our net acquisition of  40  properties comprised of  $56.1 million  of net investments subject to direct financing leases acquired at the end of or subsequent to December 31, 2013 .
Operating Expense Reimbursements
Operating expense reimbursements increased by $84.0 million to $100.5 million for the year ended December 31, 2014 compared to $16.6 million for the year ended December 31, 2013 . Operating expense reimbursements represent reimbursements for taxes, property maintenance and other charges contractually due from the tenant per their respective leases. Operating expense reimbursements increases were driven by our net acquisition of 2,160 properties subsequent to December 31, 2013 , as well as significant 2013 acquisitions occurring late in the year.
We also review our stabilized operating results from properties that we owned for the entirety of both the current and prior year reporting periods, referred to as “same store.” Cash same store rents on the 698 properties held for the full period in each of the year ended December 31, 2014 and 2013 increased $0.9 million , or 0.6% , to $146.9 million compared to $146.0 million for the year ended December 31, 2013 , respectively. Same store annualized average rental income per square foot was $18.61 at December 31, 2014 compared to $18.50 at December 31, 2013 . Both cash and annualized average same store rents increases are due to contractual rent increases as well as lease renewals with increased contractual rents.
Acquisition Related Expenses
Acquisition related expenses decreased $40.6 million to $35.5 million for the year ended December 31, 2014 , compared to $76.1 million for the year ended December 31, 2013 . Acquisition costs primarily consisted of legal costs, deed transfer costs and other costs related to granular and portfolio real estate purchase transactions as well as contingent consideration expenses. Acquisition costs for the year ended December 31, 2014 related to the Red Lobster Portfolio, Inland Portfolio and Fortress Portfolio

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acquisitions, as well as granular acquisitions. In addition to the type of acquisition costs above, during the year ended December 31, 2013 , ARCPT IV paid acquisition fees to affiliates of the Former Manager for acquisitions by ARCT IV. In conjunction with the ARCT IV Merger, it was agreed that the affiliate of the Former Manager would no longer charge acquisition fees.
Merger and Other Non-routine Transaction Related Expenses
Costs related to various mergers, as well as other non-routine transaction costs decreased   $12.0 million  to  $198.5 million for the year ended December 31, 2014 , compared to $210.5 million for the year ended December 31, 2013 . Upon the consummation of the ARCT IV Merger, an affiliate of the Former Manager received a subordinated incentive distribution upon the attainment of certain performance hurdles. For the year ended December 31, 2014 ,  $78.2 million  was recorded for this fee. We issued  6.7 million  OP Units to the affiliate of the Former Manager as compensation for this fee. In addition, merger and other non-routine transaction related expenses consisted of expenses related internalization as well as professional fees, printing fees, proxy services and other costs associated with entering into and completing the Cole Merger and CCPT Merger, as well as expenses related to becoming self-managed. The related mergers during December 31, 2013 were with ARCT III and ARCT IV. Further, during the year ended December 31, 2014 , we incurred $17.7 million of expenses related to the Audit Committee Investigation and related litigation.
Merger and other non-routine transaction related expenses included $137.8 million and $156.1 million paid to the Former Manager and its affiliates in the years ended December 31, 2014 and 2013, respectively. See “Related Party Transactions and Agreements” below. The Audit Committee Investigation identified certain payments made by us to the Former Manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny. The Company is considering whether it has a right to seek recovery for any such payments and, if so, its alternatives for seeking recovery. No asset was recognized in the financial statements related to any potential recovery.
Property Operating Expenses
Property operating expenses increased $114.1 million to $137.7 million for the year ended December 31, 2014 , compared to $23.6 million for the year ended December 31, 2013 . The increase was primarily due to increased property taxes, utilities, repairs and maintenance and insurance expenses relating to the acquisition of 2,160 rental income-producing properties subsequent to December 31, 2013 .
Management Fees to Affiliates
Management fees to affiliates decreased $3.6 million from $17.5 million to $13.9 million from December 31, 2013 to December 31, 2014 . The decrease was primarily a result of the Company’s termination of the amended and restated management agreement with the Former Manager, which eliminated base asset management fees during year ended December 31, 2014 as discussed within Note 20 – Related Party Transactions and Arrangements to the consolidated financial statements contained in this report. Also, comparatively, during the year ended December 31, 2013 , the Company paid property management fees of $0.8 million in relation to the ARCT III merger to an affiliate of ARC, which were terminated during 2014 .
General and Administrative Expenses
General and administrative expenses decreased $39.7 million to $83.6 million for the year ended December 31, 2014 , compared to $123.2 million for the year ended December 31, 2013 . The decrease in general and administrative expense is primarily related to a decrease in equity-based compensation of $76.5 million , specifically because of the establishment of the New OPP, which replaced the OPP, as discussed within Note 19 – Equity-based Compensation to the consolidated financial statements contained in this report. This decrease was partially offset by an increase of $36.9 million related to other general and administrative expenses which include employee insurance, training, travel and hardware and software maintenance.
Depreciation and Amortization Expenses
Depreciation and amortization expenses increased $633.7 million to $844.7 million for the year ended December 31, 2014 , compared to $211.0 million for the year ended December 31, 2013 . The increase in depreciation and amortization was driven by our net acquisition of 2,160 properties subsequent to December 31, 2013 , as well as significant 2013 acquisitions occurring late in the year.
Impairment of Real Estate
During the year ended December 31, 2014 , we recorded an impairment on real estate of $100.5 million related to 16 properties. During the year ended December 31, 2013 , we recorded an impairment on real estate of $3.3 million related to two properties. The increase of $97.2 million relates to several properties that were deemed to be impaired whose carrying amounts were reduced to their estimated fair values. Refer to Note 3 –  Summary of Significant Accounting Policies and Note 11 – Fair Value of Financial Instruments to our consolidated financial statements in this report for further discussion.

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Interest Expense, Net
Interest expense increased $347.1 million to $452.6 million for the year ended December 31, 2014 , compared to $105.5 million during the year ended December 31, 2013 . The increase in interest expense was due to an increase in the debt balance to $10.5 billion for the year ended December 31, 2014 compared to $4.3 billion for the year ended December 31, 2013 . The increase in debt was primarily due to the assumption of mortgage notes in connection with the various mergers and portfolio acquisitions, the issuance of the corporate bonds and the increased draws on the credit facilities. Additionally, we recorded $32.6 million in interest expense as amortization of deferred financing costs associated with the termination of the Barclays Facility. The average annualized interest rate on all debt, including the effect of derivative instruments used to hedge the effects of interest rate volatility but excluding amortization of deferred financing costs and non-usage fees, for the year ended December 31, 2014 and 2013 was 3.74% and 4.08% , respectively.
Extinguishment of Debt, Net
Loss on extinguishment of debt for the year ended December 31, 2014 was $21.9 million , which is comprised of $35.9 million of prepayment fees related to to the defeasance of mortgage notes payable and other corporate debt, partially offset by the write-off of $14.0 million of net premiums and discounts associated with the debt. There was no loss on extinguishment of debt recorded for the year ended December 31, 2013 .
Other Income, Net
Other income increased $76.8 million to $80.6 million for the year ended December 31, 2014 , compared to income of $3.8 million for the year ended December 31, 2013 . During the year ended December 31, 2014 , we recorded $66.4 million in other non-rental related income relating primarily to the $60.0 million the Company received as part of the settlement agreement with RCAP as a result of the unconsummated sale of Cole Capital as discussed in detail within Note 20 – Related Party Transactions and Arrangements to the consolidated financial statements contained in this report. In addition, during the year ended December 31, 2014 , the Company also recorded $15.9 million in interest income related to loans held for investment and CMBS securities, most of which were acquired in the Cole Merger, compared with $1.6 million during the year ended December 31, 2013 , an increase of $14.3 million .
Loss on Derivative Instruments, Net
Loss on derivative instruments for the year ended December 31, 2014  was  $10.6 million , which primarily related to a loss of $18.8 million recorded on the Series D embedded derivative, which was settled in conjunction with the redemption of the Series D Preferred Stock and discussed within Note 18 –  Preferred and Common Stock and OP Units to the consolidated financial statements contained in this report. We recorded a loss on derivative instruments of $67.9 million during the year ended December 31, 2013 that resulted from marking our derivate instruments to fair value.
Loss on Held for Sale Assets and Disposition of Properties, Net
Loss on held for sale assets and disposition of properties for the year ended December 31, 2014 was $277.0 million , which largely consisted of loss on sale of real estate of $262.0 million , in connection with the Multi-tenant Portfolio, as discussed within Note 22 – Property Dispositions to the consolidated financial statements contained in this report. In addition, the aggregate loss was also comprised of losses incurred in connection with the disposition of 45 single-tenant properties and 65 multi-tenant properties as well as two properties which were classified as held for sale. As of December 31, 2013 , the Company classified one property as held for sale, which has been presented as discontinued operations on the Company’s consolidated statements of operations. There were no properties disposed of during the year ended December 31, 2013 .
Gain (Loss) on Sale of Investments
Gain on sale of investments increased $8.2 million to a gain of $6.4 million during the year ended December 31, 2014 , compared to a loss of $1.8 million for the year ended December 31, 2013 . We recorded a gain of $6.2 million in connection with the sale of the 15 CMBS the Company had acquired in the Cole merger during the year ended December 31, 2014 . During the year ended December 31, 2013 , we recorded a loss of $1.8 million in connection with a sale of investments in redeemable preferred stock, common stock and senior notes.
Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012
Rental Income
Rental income increased $245.2 million to $310.5 million for the year ended December 31, 2013 compared to $65.3 million for the year ended December 31, 2012 . Rental income was driven by our acquisition of 1,807 properties, which excludes 50 properties that are accounted for as direct financing leases, acquired during the year ended December 31, 2013 for an aggregate

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purchase price of $5.5 billion . The annualized rental income per square foot of the properties at December 31, 2013 was $12.66 with a weighted-average remaining lease term of 9.4 years, compared to $9.59 per square foot at December 31, 2012.
Our properties are generally leased from two to twenty years and 60% are leased to investment grade tenants and affiliates of investment grade tenants, as determined by major credit rating agencies. Cash same store rents on the 129 properties held for the full period in each of the years ended December 31, 2013 and 2012 increased $0.2 million , or 1.3% , to $16.2 million compared to $16.0 million for the years ended December 31, 2013 and 2012 , respectively. Same store annualized average rental income per square foot was $11.37 at December 31, 2013 compared to $11.23 at December 31, 2012 .
Direct Financing Lease Income
Direct financing lease income of $2.2 million was recognized for the year ended December 31, 2013 . Direct financing lease income was primarily driven by our 2013 acquisition of 50 properties comprised of $66.1 million million of net investments subject to direct financing leases during the year ended December 31, 2013 .
Operating Expense Reimbursements
Operating expense reimbursements increased by $14.7 million to $16.6 million for the year ended December 31, 2013 compared to $1.9 million for the year ended December 31, 2012 . Operating expense reimbursements represent reimbursements for taxes, property maintenance and other charges contractually due from tenants per their respective leases. Operating expense reimbursements were driven by our acquisition of 1,807 properties since December 31, 2012 .
Acquisition Related Expenses
Acquisition related costs increased by $31.0 million to $76.1 million for the year ended December 31, 2013 compared to $45.1 million for the year ended December 31, 2012 . Acquisition expenses mainly consisted of acquisition fees, legal costs, deed transfer costs and other costs related to real estate purchase transactions. The increase is driven by our acquisition of 1,807 properties during the year ended December 31, 2013 compared to 573 during the year ended December 31, 2012 . This increase was offset by the agreement with our Former Manager in conjunction with the ARCT III Merger, where it was agreed that our Former Manager would no longer charge acquisition fees. Subsequent to December 31, 2013 , the management agreement was terminated as a result of our transition to self-management.
Merger and Other Non-routine Transaction Related Expenses
Expenses related to various mergers, as well as other non-routine transaction expenses, increased by $207.9 million to $210.5 million for the year ended December 31, 2013 compared to $2.6 million for the year ended December 31, 2012 . Upon the consummation of the ARCT III Merger, an affiliate of ARCT III received a subordinated incentive distribution upon the attainment of certain performance hurdles. For the year ended December 31, 2013 , $98.4 million was recorded for this fee, which was settled in 7.3 million OP Units issued to the affiliate. During the year ended December 31, 2013 , the Company incurred $62.3 million of strategic advisory services, $16.0 million of legal fees and $8.9 million of transfer taxes relating to the various mergers and acquisitions. In addition, merger and other non-routine transaction related expenses for the year ended December 31, 2013 included $24.9 million in post-transaction support fees, printing fees, proxy services and other costs associated with entering into and completing the various mergers and acquisitions. During the year ended December 31, 2012 , the $2.6 million of merger and other non-routine transaction related expenses consisted of legal fees related to the merger with ARCT III announced in December 2012.
Merger and other non-routine transaction related expenses included $156.1 million paid to the Former Manager and its affiliates in the year ended December 31, 2013. No amounts were paid to the Former Manager and its affiliates in the year ended December 31, 2012. The Audit Committee Investigation identified certain payments made by us to the Former Manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny. The Company is considering whether it has a right to seek recovery for any such payments and, if so, its alternatives for seeking recovery. No asset was recognized in the financial statements related to any potential recovery.
Property Operating Expenses
Property expenses increased by $20.1 million to $23.6 million for the year ended December 31, 2013 compared to $3.5 million for the year ended December 31, 2012 . These costs relate to expenses associated with maintaining certain properties, including real estate taxes, ground lease rent, insurance and repairs and maintenance expenses. The increase in property expenses are primarily due to our acquisition of properties with modified gross leases subsequent to December 31, 2012, and an increased number of properties for which we pay expenses, which are reimbursed by the tenant.

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Management Fees to Affiliates
Prior to the consummation of the ARCT III Merger, we paid the Former Manager an annual base management fee equal to 0.50% per annum of the average unadjusted book value of our real estate assets, calculated and payable monthly in advance, provided that the full amount of the distributions we have declared for the six immediately preceding months is equal to or greater than certain net income thresholds related to our operations. Subsequent to the consummation of the ARCT III Merger, we paid the Former Manager an annual base management fee equal to 0.50% per annum for up to $3.0 billion of unadjusted book value of assets and 0.40% of unadjusted book value of assets greater than $3.0 billion . For the years ended December 31, 2013 and 2012 , the Former Manager waived base management fees earned of $6.1 million and $1.8 million , respectively.
We were required to pay the Former Manager a quarterly incentive fee, equal to the difference between (1) the product of (a) 20% and (b) the excess of our annualized core earnings (as defined in the management agreement with the Former Manager) over the product of (i) the weighted-average number of shares multiplied by the weighted-average issuance price per share of common stock (ii) 8% and (2) the sum of any incentive compensation paid to the Former Manager with respect to the first three calendar quarters of the previous 12-month period. One half of each quarterly installment of the incentive fee were payable in shares of common stock. The remainder of the incentive fee was payable in cash. No incentive fees were earned for the years ended December 31, 2013 and 2012 , respectively. Subsequent to December 31, 2013, the management agreement was terminated as a result of our transition to self-management.
Management fees to affiliates increased by $17.3 million to $17.5 million for the year ended December 31, 2013 compared to $0.2 million for the year ended December 31, 2012 . Of the $17.3 million , $5.0 million related to base management fees, $9.4 million related to ARCT III asset management fees settled in OP Units upon the closing of the ARCT III Merger and $3.1 million related to property management services. For the year ended December 31, 2013 , the Former Manager waived all but $0.2 million of base management fees.
General and Administrative Expenses
General and administrative expenses increased by $117.7 million to $123.2 million for the year ended December 31, 2013 compared to $5.5 million for the year ended December 31, 2012 . General and administrative expenses increased as a result of higher professional fees, such as legal fees, accountant fees and financial printer services fees, insurance expense, salary-related expenses and board member compensation to support our increased real estate portfolio.
Also, included in general and administrative expenses is equity-based compensation expense, which increased by $99.1 million to $100.3 million for the year ended December 31, 2013 compared to $1.2 million for the year ended December 31, 2012 . Equity-based compensation expenses for the current year primarily included expenses for the OPP, which was entered into upon consummation of the ARCT III Merger, as well as the amortization of restricted stock. During the year ended December 31, 2013 , we recorded equity-based compensation of $92.3 million for the OPP, of which $59.6 million related to accelerating the vesting of OP units in relation to our transition to self-management and $32.7 million of the expense was locked in based on OPP provisions. During the year ended December 31, 2012 , equity-based compensation expense related only to the amortization of restricted stock.
Depreciation and Amortization Expense
Depreciation and amortization expense increased by $170.0 million to $211.0 million for the year ended December 31, 2013 compared to $41.0 million for the year ended December 31, 2012 . The increase in depreciation and amortization expense was driven by our acquisition of 1,807 properties since December 31, 2012 for an aggregate purchase price of $3.5 billion .
Impairment of Real Estate
For the year ended December 31, 2013 , we recorded an impairment loss of $3.3 million . No impairments were recorded for the year ended December 31, 2012 . After reviewing our portfolio for impairment indicators, we performed a recoverability test as of the dates on which the indicators existed. Certain properties failed the recoverability test, as such a fair value analysis was performed to determine the amount of impairment. An impairment loss was calculated based on the difference between the carrying amount of each property and the estimated fair value of each property as of the respective measurement dates.
Interest Expense, Net
Interest expense increased by $93.6 million to $105.5 million for the year ended December 31, 2013 compared to $11.9 million for the year ended December 31, 2012. The increase in interest expense was due to increases in debt balances used to fund portfolio acquisitions, partially offset by a decrease in the weighted-average annualized interest rate on borrowings. The weighted-average debt balances for the years ended December 31, 2013 and 2012 were $1.8 billion and $205.1 million , respectively. The weighted-average annualized interest rate on all debt, including the effect of derivative instruments used to hedge the effects of interest rate

59

volatility but excluding amortization of deferred financing costs and non-usage fees, for the years ended December 31, 2013 and 2012 was 3.40% and 4.16% , respectively.
Our interest expense in future periods will vary based on our level of future borrowings, which will depend on the level of proceeds raised in offerings, our credit rating, the cost of borrowings, and the opportunity to acquire real estate assets which meet our investment objectives.
Other Income, Net
Other income increased by $2.8 million to $3.8 million for the year ended December 31, 2013 compared to other income of $1.0 million for the year ended December 31, 2012 . The increase is primarily related to income earned on investments in redeemable preferred stock, senior notes and common stock, all of which were sold as of December 31, 2013 , and investment income on certain assets acquired from CapLease during the fourth quarter of the year ended December 31, 2013 .
Loss on Derivative Instruments, Net
Loss on the fair value of derivative instruments for the year ended December 31, 2013 was $67.9 million , which primarily consisted of a loss on contingent value rights. The loss pertains to the fair value of our obligation to pay certain preferred and common stockholders for the difference between the value of our shares on certain measurement dates and the value of the shares at the time of issuance as set forth by the contingent value rights agreement. The obligations were settled in full during the year ended December 31, 2013 . The loss was partially offset by a gain on derivative instruments resulting from marking our derivative instruments to fair value. No gain or loss on derivative instruments was recorded during the year ended December 31, 2012 .
Loss on Sale of Investment in Affiliates
Loss on sale of investment in affiliates for the year ended December 31, 2013 was $0.4 million resulting from the sale of our investment in a real estate fund sponsored by ARC purchased during the year ended December 31, 2013 . No loss on the sale of investment in such funds was recorded during the year ended December 31, 2012 .
Gain (Loss) on Sale of Investments
Loss on sale of investment securities, net for the year ended December 31, 2013 of $1.8 million primarily related to a $2.3 million loss on the sale of investments in redeemable preferred stock, senior notes and common stock, all of which were purchased in 2013 and sold as of December 31, 2013, partially offset by a $0.5 million gain on sale of investments in redeemable preferred stock, all of which were purchased in 2012 and sold as of December 31, 2013 . The Company did not sell any investment securities during the year ended December 31, 2012 .
Net Loss from Discontinued Operations
Net loss from discontinued operations decreased by $0.7 million to a net loss of $34,000 for the year ended December 31, 2013 compared to a net loss of $0.7 million for the year ended December 31, 2012 . As of December 31, 2013 and 2012 , we classified one property as held for sale on the consolidated balance sheets and reported in discontinued operations on the consolidated statements of operations and comprehensive loss. The net losses from discontinued operations during each year were primarily due to impairment on the held for sale property representing the difference between the carrying value and estimated proceeds from the sale of the property less estimated selling costs.
Comparison of the Year Ended December 31, 2012 to Year Ended December 31, 2011
Rental Income
Rental income increased by $61.5 million to $65.3 million for the year ended December 31, 2012 compared to $3.8 million for the year ended December 31, 2011 . Rental income was driven by our acquisition of 573 properties during the year ended December 31, 2012 for an aggregate purchase price of $1.7 billion , as well as revenue for a full year from the 129 properties held as of December 31, 2011 . The annualized rental income per square foot of the properties at December 31, 2012 was $9.59 with a weighted-average remaining lease term of 10.4 years, compared to $11.59 per square foot at December 31, 2011 . There were no properties held for sale for the full period in each of the years ended December 31, 2012 and 2011 .
Operating Expense Reimbursements
Operating expense reimbursements increased by $1.7 million to $1.9 million for the year ended December 31, 2012 compared to $0.2 million for the year ended December 31, 2011. Operating expense reimbursements represent reimbursements for taxes, property maintenance and other charges contractually due from tenants per their respective leases. Operating expense

60

reimbursements were driven by our acquisition of 573 properties during the year ended December 31, 2012 as well as reimbursements for a full year from the 129 properties held as of December 31, 2011 .
Acquisition Related Expenses
Acquisition related expenses increased by $41.2 million to $45.1 million for the year ended December 31, 2012 compared to $3.9 million for the year ended December 31, 2011 . The increase is driven by our acquisition of 573 properties during the year ended December 31, 2012 compared to 69 during the year ended December 31, 2011 . Acquisition and related costs represent the costs related to the acquisition of properties. Acquisition costs mainly consisted of legal costs, deed transfer costs and other costs related to real estate purchase transactions.
Merger and Other Non-routine Transaction Related Expenses
During the year ended December 31, 2012 , expenses related to the merger with ARCT III announced in December 2012 and other transaction costs were $2.6 million . These costs primarily consisted of legal fees, accountant fees and other costs associated with entering into the ARCT III merger agreement. There were no such merger expenses incurred during the year ended December 31, 2011 .
Property Operating Expenses
Property expenses increased by $3.3 million to $3.5 million for the year ended December 31, 2012 compared to $0.2 million for the year ended December 31, 2011 . These expenses relate to costs associated with maintaining certain properties, including real estate taxes, ground lease rent, insurance and repairs and maintenance expenses. The increase in property expenses is mainly due to our acquisition of properties with modified gross leases during the year ended December 31, 2012 and an increased number of properties for which we pay expenses, which are reimbursed by the tenant.
Management Fees to Affiliates
We paid the Former Manager an annual base management fee equal to 0.50% per annum of the average unadjusted book value of our real estate assets, calculated and payable monthly in advance, provided that the full amount of the distributions we have declared for the six immediately preceding months is equal to or greater than certain net income thresholds related to our operations. The Former Manager waived such portion of its management fee in excess of such thresholds. For the years ended December 31, 2012 and 2011 , the Former Manager waived base management fees earned of $1.8 million and $0.3 million , respectively.
We were required to pay the Former Manager a quarterly incentive fee, calculated based on 20% of the excess of our annualized core earnings (as defined in the management agreement with our Former Manager) over the weighted-average number of shares multiplied by the weighted-average price per share of common stock. One half of each quarterly installment of the incentive fee would be payable in shares of common stock. The remainder of the incentive fee would be payable in cash. No incentive fees were earned for the years ended December 31, 2012 and 2011 , respectively.
Management fees to affiliates were $0.2 million for the year ended December 31, 2012 , compared to no such fees for the year ended December 31, 2011 , which was the result of decisions by the Former Manager to not waive base management fees of $0.2 million in 2012 whereas the Former Manager waived all fees in 2011 .
General and Administrative Expenses
General and administrative expenses increased by $4.8 million to $5.5 million for the year ended December 31, 2012 compared to $0.7 million for the year ended December 31, 2011 . General and administrative expenses increased primarily as a result of higher professional fees, such as legal fees, accountant fees and financial printer services fees, insurance expense and board member compensation to support our increased real estate portfolio.
Depreciation and Amortization Expense
Depreciation and amortization expense increased by $38.9 million to $41.0 million for the year ended December 31, 2012 compared to $2.1 million for the year ended December 31, 2011 . The increase in depreciation and amortization expense was driven by our acquisition of 573 properties during the year ended December 31, 2012 for an aggregate purchase price of $1.7 billion as well as depreciation and amortization expense for a full year from the 129 properties held as of December 31, 2011 .
Interest Expense, Net
Interest expense increased by $10.9 million to $11.9 million for the year ended December 31, 2012 compared to $1.0 million for the year ended December 31, 2011 . The increase primarily related to the increase in debt balances used to fund portfolio

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acquisitions as the outstanding balance on our senior secured revolving credit facility increased by $82.2 million during the year ended December 31, 2012 . Interest expense also related to outstanding mortgage notes payable, which increased $229.8 million million during the year ended December 31, 2012 , partially offset by a slightly lower weighted-average effective interest rate during 2012 as compared to 2011 .
Our interest expense in future periods will vary based on our level of future borrowings, which will depend on the level of proceeds raised in offerings, our credit ratings, the cost of borrowings, and the opportunity to acquire real estate assets which meet our investment objectives.
Other Income, Net
Other income increased by $1.0 million to $1.0 million for the year ended December 31, 2012 compared to $4,000 for the year ended December 31, 2011 . The increase was primarily due to income on investment securities purchased during the year ended December 31, 2012 .
Net Loss from Discontinued Operations
Net loss from discontinued operations decreased by $0.2 million to $0.7 million for the year ended December 31, 2012 compared to $0.9 million for the year ended December 31, 2011 . As of the year ended December 31, 2012 and 2011 , we had one and two vacant properties, respectively, classified as held for sale on the consolidated balance sheets and reported in discontinued operations on the consolidated statements of operations and comprehensive loss. The net losses from discontinued operations during each year were primarily due to impairments on the held for sale properties representing the difference between the carrying value and estimated proceeds from the sale of the properties less estimated selling costs. On July 3, 2012, one of the properties was sold for $0.6 million of net proceeds.
Cole Capital
Effective February 7, 2014, we consummated the Cole Merger and acquired Cole Capital. As we did not commence operations for Cole Capital until February 7, 2014, comparative financial data is not presented for the year ended December 31, 2013 .
Year ended December 31, 2014
Cole Capital Revenue
Cole Capital revenue for the year ended December 31, 2014 was $203.6 million . Cole Capital revenue primarily consisted of transaction services revenue of $60.7 million , which included acquisition fees related to the acquisition of properties on behalf of certain of the Managed REITs. We also recorded management fees and reimbursements of $55.8 million , which consisted of advisory fees and asset and property management fees of $42.7 million from certain Managed REITs and other programs sponsored by us and reimbursements of $13.1 million for expenses incurred in providing advisory and asset and property management services to certain Managed REITs.
Cole Capital Reallowed fees and commissions
Reallowed fees and commissions relate to selling commissions earned by participating broker-dealers related to the sale of securities of the Managed REITs or the payment of all or a portion of our dealer manager fees to participating broker-dealers as a marketing and due diligence expense reimbursement, based on factors such as the volume of shares sold by such participating broker-dealers and the amount of marketing support provided by such participating broker-dealers. Reallowed fees and commissions for the year ended December 31, 2014 were $66.2 million , which consisted of $57.0 million of reallowed securities commissions as well as $9.2 million reallowed dealer manager fees. See Note 20 – Related Party Transactions and Arrangements to the consolidated financial statements contained in this report for further discussion.
Acquisition Related and Merger and Other Non-routine Transaction Related Expenses
Acquisition and merger and other non-routing transaction related expenses for the year ended December 31, 2014 were $5.3 million . $3.4 million of the total expenses for the year relate to “dead deal” acquisition related expenses.
General and Administrative Expenses
General and administrative expenses were $91.2 million for the year ended December 31, 2014 , which primarily consisted of employee compensation costs of $71.7 million and equity-based compensation expense of $9.5 million . These expenses also include $2.3 million relating to legal, accounting, and professional fees. The remaining general and administrative expenses include insurance and other operating costs.

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Depreciation and Amortization Expenses
Depreciation and amortization expenses were $71.3 million for the year ended December 31, 2014 , which primarily consisted of amortization related to the intangible assets acquired in connection with the Cole Merger of $68.5 million . Depreciation and amortization expenses also includes depreciation and amortization related to leasehold improvements and property and equipment.
Impairments
During the year ended December 31, 2014 , we recorded an impairment of $309.4 million related to intangible assets and goodwill, as further discussed within Note 3 –  Summary of Significant Accounting Policies and Note 6 – Goodwill and Other Intangibles .
Other Income, Net
Other income for the year ended December 31, 2014 was $42.9 million , which primarily consisted of a benefit from income taxes recorded of $40.6 million related to our TRS, of which $35.3 million relates to federal income tax and $5.3 million relates to state income tax. While most of the business activities of Cole Capital are conducted through the TRS, revenues and expenses recorded in the TRS for tax purposes are not the same as those included in Cole Capital in accordance with U.S. GAAP.
Funds from Operations and Adjusted Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), an industry trade group, has promulgated a measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO, a non-GAAP supplemental financial performance measure, is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income or loss as determined under U.S. GAAP.
NAREIT defines FFO as net income or loss computed in accordance with U.S. GAAP, excluding gains or losses from disposition of property, depreciation and amortization of real estate assets and impairment write-downs on real estate including pro rata share of adjustments for unconsolidated partnerships and joint ventures. Our FFO calculation complies with NAREIT’s policy described above.
In addition to FFO, we use Adjusted Funds From Operations (“AFFO”) as a non-GAAP supplemental financial performance measure to evaluate the operating performance of our company. AFFO, as defined by our Company, excludes from FFO items one time items such as acquisition related costs, merger and other non-routine transactions costs, gains or losses on sale of investments, insurance and litigation settlements and extinguishment of debt cost. The Company also excludes certain non-cash items such as impairments of intangible, straight-line rental revenue, unrealized gains or losses on derivatives, amortization of intangibles, deferred financing costs, above and below market leases as well as equity based compensation. Management believes that excluding these costs from FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time, including after we cease to acquire properties on a frequent and regular basis. AFFO also allows for a comparison of the performance of our operations with other traded REITs that are not currently engaging in acquisitions and mergers, as well as a comparison of our performance with that of other traded REITs, as AFFO, or an equivalent measure, is routinely reported by traded REITs, and we believe often used by analysts and investors for comparison purposes.
For all of these reasons, we believe FFO and AFFO, in addition to net loss and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of our company over time. However, not all REITs calculate FFO and AFFO the same way, so comparisons with other REITs may not be meaningful. FFO and AFFO should not be considered as alternatives to net loss or to cash flows from operating activities, and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs.
AFFO may provide investors with a view of our future performance and future dividend policy. However, because AFFO excludes items that are an important component in an analysis of the historical performance of a property, AFFO should not be construed as a historic performance measure. Neither the SEC, NAREIT, nor any other regulatory body has evaluated the acceptability of the exclusions contemplated to adjust FFO in order to calculate AFFO and its use as a non-GAAP financial performance measure.

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The table below presents FFO and AFFO for the years ended December 31, 2014 , 2013 and 2012 (in thousands, except share and per share data).
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Net loss
 
$
(1,010,912
)
 
$
(507,815
)
 
$
(42,237
)
Dividends on non-convertible preferred stock
 
(71,094
)
 
—

 
—

Adjusted net loss
 
(1,082,006
)
 
(507,815
)
 
(42,237
)
Loss on held for sale assets and disposition of properties, net
 
277,031

 
—

 
600

Depreciation and amortization of real estate assets
 
844,527

 
210,976

 
40,957

Impairment of real estate
 
100,547

 
3,346

 
—

Proportionate share of adjustments for unconsolidated entities
 
9,037

 
—

 
—

FFO
 
149,136

 
(293,493
)
 
(680
)
 
 
 
 
 
 
 
 Acquisition related
 
38,831

 
76,113

 
45,070

 Merger and other transaction related
 
200,514

 
210,543

 
2,603

 Impairment of intangible assets
 
309,444

 
—

 
—

 RCS litigation settlement
 
(60,000
)
 
—

 
—

 Litigation insurance proceeds
 
(3,995
)
 
—

 
—

 (Gain) loss on sale of investment securities
 
(6,357
)
 
2,206

 
—

 (Gain) loss on derivative instruments, net
 
10,570

 
67,946

 
—

Interest on convertible obligation to preferred investors
 
—

 
10,802

 
—

Interest premiums and discounts on debt, net and settlement of convertible obligations to preferred investors
 
—

 
12,072

 
—

 Amortization of premiums and discounts on debt and investments
 
(6,449
)
 
—

 
—

 Amortization of above- and below- market lease assets and liabilities
 
5,900

 
(178
)
 
118

 Net direct financing lease adjustments
 
1,595

 
496

 
—

 Amortization and write off of deferred financing costs
 
91,922

 
29,161

 
1,985

 Amortization of management contracts
 
68,537

 
—

 
—

 Deferred tax benefit (1)
 
(33,324
)
 
—

 
—

 Extinguishment of debt
 
21,869

 
—

 
—

 Straight-line rent
 
(75,171
)
 
(15,272
)
 
(2,212
)
 Non-cash equity compensation expense
 
31,825

 
100,261

 
1,197

Other amortization and non-cash charges
 
2,727

 
172

 
46

Proportionate share of adjustments for unconsolidated entities
 
3,140

 
—

 
—

AFFO
 
$
750,714

 
$
200,829

 
$
48,127

 
 
 
 
 
 
 
Weighted-average shares outstanding - basic
 
793,150,098

 
205,341,431

 
103,306,366

Effect of dilutive securities
 
44,502,144

 
25,223,423

 
1,316,197

Weighted-average shares outstanding - diluted (2)
 
837,652,242

 
230,564,854

 
104,622,563

 
 
 
 
 
 
 
AFFO per dilutive share
 
$
0.90

 
$
0.87

 
$
0.46

_______________________________________________
(1) The Company recognized a tax benefit of $40.6 million in net loss. This adjustment represents the non-current portion of the benefit in order to show only the current portion of the benefit as an impact to AFFO.
(2) Weighted-average shares for all periods presented excludes the effect of the convertible debt as the effect would be antidilutive.
Liquidity and Capital Resources
In the normal course of business, our principal demands for funds will continue to be for property acquisitions, either directly or through investment interests, for the payment of operating expenses, distributions to our investors, and for the payment of principal and interest on our outstanding indebtedness. Our cash needs are intended to be provided by cash flow from operations. If we are unable to satisfy our operating costs with our cash flow from operations, we may use borrowings on our line of credit and proceeds from issuances of equity or debt securities to cover such obligations, as necessary. A significant portion of our net leases contain contractual rent escalations during the primary term of the lease. Other potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from offerings, proceeds from the sale of properties and undistributed funds from operations.

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As of December 31, 2014 , we had $416.7 million of cash and cash equivalents.
Sources of Funds
Capital Markets
On August 1, 2012, we filed a $500.0 million universal shelf registration statement and a resale registration statement with the SEC. Each registration statement became effective on August 17, 2012. As of December 31, 2014 , the General Partner had issued 2.1 million shares of common stock and no preferred stock, debt or equity-linked security had been issued under the universal shelf registration statement. Concurrently with the General Partner’s issuance of the 2.1 million shares of common stock referenced above, the Operating Partnership issued 2.1 million General Partner OP Units to the General Partner. The resale registration statement, as amended, registered the resale of up to 1,882,248 shares of ARCP’s common stock issued in connection with any future conversion of certain currently outstanding restricted shares, preferred stock or Limited Partner OP Units.
In January 2013, we commenced an “at the market” equity offering program (“ATM”) in which we may from time to time offer and sell shares of our common stock having an aggregate offering proceeds of up to $60.0 million . The shares would be issued pursuant to our $500.0 million universal shelf registration statement.
On March 14, 2013, we filed a universal automatic shelf registration statement and achieved well-known seasoned issuer (“WKSI”) status. As a result of the delayed filing of certain of our periodic reports with the SEC, we are not currently eligible to register the offer and sale of our securities using a registration statement on Form S-3 and, therefore, are not eligible to use such WKSI shelf registration statement or the $500.0 million universal shelf registration statement described above, and we will not become eligible until we have timely filed certain periodic reports required under the Securities Exchange Act of 1934 for 12 consecutive calendar months.
On May 28, 2014, we closed on an underwriting agreement relating to a public offering of 138.0 million shares of common stock. The offering price to public was $12.00 per share. The net proceeds were $1.6 billion after deducting underwriting discounts and commissions, but excluding expenses which include a $2.0 million structuring fee paid to an affiliate of the Former Manager, RCS.
In addition to our common stock offerings, on June 7, 2013, we issued 28.4 million shares of convertible preferred stock (the “Series C Shares”) for gross proceeds of $445.0 million . On November 12, 2013, we converted outstanding Series C Shares into our common stock. Pursuant to the Series C Shares’ Articles Supplementary, the number of shares of common stock that could be issued upon conversion of Series C Shares was limited to an exchange cap. Therefore, we converted 1.1 million Series C Shares into 1.4 million shares of our common stock. With respect to the 27.3 million Series C Shares for which we could not issue shares of our common stock upon conversion due to the exchange cap, we paid holders of Series C Shares an aggregate cash amount equal to $441.4 million in exchange for such Series C Shares. Based on our share price on the conversion date, the total settlement value was $458.8 million .
On September 15, 2013, we entered into definitive purchase agreements pursuant to which we agreed to issue Series D Preferred Stock, par value $0.01 per share, and common stock, par value $0.01 per share, to certain institutional holders promptly following the close of our merger with CapLease. Pursuant to the definitive purchase agreements, we issued approximately 21.7 million shares of Series D Preferred Stock and 15.1 million shares of common stock, for gross proceeds of $288.0 million and $186.0 million , respectively, on November 12, 2013. On August 31, 2014, we redeemed all outstanding shares of Series D Preferred Stock for payment of $316.1 million.
Upon consummation of the ARCT IV merger on January 3, 2014, 42.2 million shares of a new series of preferred stock designated as the 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) were issued to ARCT IV stockholders. As of December 31, 2014 , there were 42.8 million issued and outstanding shares of Series F Preferred Stock. See Note 18 –  Preferred and Common Stock and OP Units to our consolidated financial statements in this report for a description of the Series D Preferred Stock and Series F Preferred Stock.
Availability of Funds from Credit Facilities
We, as guarantor, and the OP, as borrower, are parties to a credit facility with Wells Fargo, National Association, as administrative agent and other lenders party thereto (the “Credit Facility”), as amended.
The Credit Facility was initially comprised of a $1.2 billion term loan facility (with a delayed draw component equal to $200.0 million ), a $3.3 billion dollar-denominated revolving credit facility and a $250.0 million multi-currency revolving facility (all of which can be borrowed in dollars, at the Company’s discretion). The Credit Facility included an accordion feature, which, if exercised in full, allowed the Company to increase the aggregate commitments under the Credit Facility to $6.0 billion , subject to the receipt of such additional commitments and the satisfaction of certain customary conditions. Subsequent to the Credit Agreement date, the Company accepted an additional $50.0 million commitment on the revolving credit facility from one of the original 20 financial institutions, bringing the total Credit Facility commitments to $4.65 billion .

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The revolving credit facility generally bears interest at an annual rate of LIBOR plus from 1.00% to 1.80% or Base Rate plus 0.00% to 0.80%  (based upon ARCP’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR, determined on a daily basis. The term loan facility generally bears interest at an annual rate of LIBOR plus  1.15% to 2.05% , or Base Rate plus  0.15% to 1.05%  (based upon ARCP’s then current credit rating). The Loans were initially to be priced with an applicable margin of 1.35% in the case of LIBOR revolving loans and 1.60% in the case of LIBOR term loans. In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates.
The Credit Agreement provides for monthly interest payments under the Credit Facility. In the event of default, at the election of the majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the Company), the commitments of the lenders under the Credit Facility terminate, and payment of any unpaid amounts in respect of the Credit Facility is accelerated. The revolving credit facility and the term loan facility both terminate on June 30, 2018 , in each case, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for a one -year extension option with respect to each of the revolving credit facility and the term loan facility, exercisable at the Company’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions. At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a fee equal to 0.15% to 0.25% per annum (based upon ARCP’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the dollar revolving credit facility and the multi-currency credit facility. The OP incurs an unused fee of 0.25% per annum on the unused amount of the delayed draw term loan commitments. In addition, the OP incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees.
The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) and the maintenance of a minimum net worth.
In connection with the Credit Agreement, the Company expensed  $3.9 million  of unamortized deferred financing costs incurred in connection with the original Credit Facility, which is included in interest expense, net in the accompanying consolidated unaudited statements of operations.
On November 12, 2014, the Company entered into a consent, waiver and amendment (“the Amendment”) with its lenders under its unsecured credit facility for an extension of the date for delivery of its third quarter 2014 financial statements and certain other financial deliverables until the earlier of five days following the date the Company filed with the SEC its third quarter 2014 10-Q and January 5, 2015. The Amendment allowed the Company to remain compliant with its borrowing obligations under its Credit Facility during the Restatement process. As part of the Amendment, the Company agreed to reduce the maximum amount of indebtedness from $4.65 billion to $4.0 billion . Additionally, until the 2013 and 2014 financial statements were filed with the SEC, the maximum principal amount of indebtedness outstanding under the Credit Facility was temporarily reduced to $3.6 billion .
On December 23, 2014, the Company and the OP, as the borrower, entered into a Consent and Waiver Agreement (the “Consent and Waiver”) with respect to the Credit Agreement, as amended. The Consent and Waiver, among other things, (i) provided for a further extension of the date for delivery of the Company’s third quarter 2014 financial statements and certain other financial deliverables that the Company agreed to provide under the Amendment until the earlier of March 2, 2015 and 45 days following the receipt of a notice of breach or default from the applicable trustee or the requisite percentage of holders under the Company’s and the OP’s respective indentures, (ii) provided an extension from the lenders for the delivery of the Company’s full-year 2014 audited financial statements until the earlier of the fifth day after the date that the Company files its Annual Report on Form 10-K with the SEC for the fiscal year ended December 31, 2014 and March 31, 2015, (iii) permanently reduced the maximum amount of indebtedness under the Credit Agreement to $3.6 billion , including the reduction of commitments under the undrawn term loan commitments and the Company’s revolving facilities as well as the elimination of the $25 million swingline facility, (iv) provided that until the date that all required financial deliverables have been delivered, no further loans or letters of credit would be requested under the Credit Agreement, as amended, by the Company, other than in accordance with the cash flow forecast provided by the Company to the lenders thereunder, that neither the Company nor the OP would pay any dividends on, or make any other Restricted Payment (as defined in the Credit Agreement) on, its respective common equity and (v) provided that the Company would provide additional financial and other information to the lenders from time to time. In connection with the Amendment and the Consent and Waiver, the Company agreed to pay certain customary fees to the consenting lenders and agreed to reimburse certain customary expenses of the arrangers. On February 20, 2015, we entered into a third consent (the “Third Consent”) to clarify the required financial deliverables due to the lenders.
As of December 31, 2014 , the outstanding balance on the Credit Facility was $3.2 billion , of which $2.2 billion bore a floating interest rate of 1.95% at December 31, 2014 . The remaining outstanding balance on the Credit Facility of $1.0 billion is fixed through the use of derivative instruments used to hedge interest rate volatility. Including the spread, which can vary based on

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ARCP’s credit rating, the interest rate on this portion was 3.28% at December 31, 2014 . As of December 31, 2014 , a maximum of $416.0 million was available to the OP for future borrowings, subject to borrowing availability. The credit facility matures on June 30, 2018.
Principal Use of Funds
Acquisitions
Cash needs for property acquisitions will generally be met through proceeds from the public or private offerings of debt and equity, availability on our credit facility and other financings. We may also from time to time enter into other agreements with third parties whereby third parties will make equity investments in specific properties or groups of properties that we acquire.
We evaluate potential acquisitions of real estate and real estate-related assets and engage in negotiations with sellers and borrowers. Investors and stockholders should be aware that after a purchase contract is executed that contains specific terms the property will not be purchased until the successful completion of due diligence and negotiation of final binding agreements. During this period, we may decide to temporarily invest any unused proceeds from equity offerings in certain investments that could yield lower returns than the properties. These lower returns may affect our ability to make distributions.
We financed the aggregate purchase prices of the recent mergers and acquisitions discussed in Note 2 –   Mergers and Significant Acquisitions and Sales to our consolidated financial statements in this report in part through the assumption of outstanding indebtedness, and through a combination of available cash on hand from (a) a portion of the $2.5 billion in proceeds from the corporate bond offering; (b) financing available under our credit facility; (c) a portion of the $1.6 billion in net proceeds from the sale of ARCP’s common stock on May 28, 2014; and (d) additional alternative financing arrangements, as needed, from the issuance of additional common stock, preferred securities or other debt, equity or equity-linked financings.
Dividends
The amount of dividends payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, financial condition, capital expenditure requirements, as applicable, and annual dividend requirements needed to qualify and maintain our status as a REIT under the Internal Revenue Code. Operating cash flows are expected to increase as additional properties are acquired in our investment portfolio.
Until the completion of the Restatement and the filing of this report and in connection with the amendments to the Amended Credit Agreement, the Company agreed to suspend payment of dividends on its common stock until it complied with certain requirements set forth in such amendments. The Board of Directors is currently evaluating our dividend policy and expects to adopt a policy of paying a common stock dividend in line with our industry peers, while still meeting the minimum distribution requirement to maintain our status as a REIT.
As our real estate portfolio matures, we expect cash flows from operations to cover our dividends.
Loan Obligations
At December 31, 2014 , our leverage ratio (net debt, excluding debt convertible to common stock, divided by enterprise value) was 55.2%
The payment terms of our loan obligations vary. In general, only interest amounts are payable monthly with all unpaid principal and interest due at maturity. Some of our loan agreements stipulate that we comply with specific reporting and financial covenants mainly related to debt coverage ratios and loan to value ratios. Each loan that has these requirements has specific ratio thresholds that must be met. As of December 31, 2014 , we believe we are in compliance with the debt covenants under our respective loan agreements.
As of December 31, 2014 , we had non-recourse mortgage indebtedness of $3.7 billion , which was collateralized by 776 properties. Our mortgage indebtedness bore interest at the weighted average rate of 4.88% per annum and had a weighted average maturity of 6.2 years. We may in the future incur additional mortgage debt on the properties we currently own or use long-term non-recourse financing to acquire additional properties in the future.
As of December 31, 2014 , there was $1.0 billion outstanding on our convertible senior notes. Of the convertible senior notes, $597.5 million and $402.5 million may be converted into cash, common stock, or a combination thereof any time after February 1, 2018 and June 15, 2020, respectively, and in limited circumstances prior to such dates. The convertible senior notes bear interest at the weighted average rate of 3.3% per annum and had a weighted average maturity of 4.5 years.
As of December 31, 2014 , there was $3.2 billion outstanding on the Credit Facility, of which $2.2 billion bore a floating interest rate of 1.95% . There is $1.0 billion outstanding on the Credit Facility which is fixed through the use of derivative instruments used to hedge interest rate volatility. Including the spread, which can vary based on the Company’s credit rating, interest on this portion was 3.28% at December 31, 2014 . At December 31, 2014 , there was up to $0.4 billion available to the Company for future borrowings, subject to borrowing availability.

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Our loan obligations require the maintenance of financial covenants, as well as restrictions on corporate guarantees, the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios), as well as the maintenance of a minimum net worth.
Bond Offering
On February 6, 2014, the OP issued, in a private offering, $2.55 billion aggregate principal amount of senior unsecured notes consisting of $1.3 billion aggregate principal amount of 2.00% senior notes due 2017 (the “2017 Notes”), $750.0 million aggregate principal amount of 3.00% senior notes due 2019 (the “2019 Notes”) and $500.0 million aggregate principal amount of 4.60% senior notes due 2024 (the “2024 Notes”, and, together with the 2017 Notes and 2019 Notes, the “Notes”). The Notes are guaranteed by the Company. The Company used a portion of the net proceeds to partially fund the cash consideration, fees and expenses relating to Cole Merger and repayment of Cole’s credit facility. The Company used the remaining portion of the net proceeds from the offering to repay $900.0 million outstanding under the OP’s prior credit facility and for other general corporate purposes. The OP completed an exchange offer of substantially similar registered notes for the Notes during the year ended December 31, 2014.
Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2014 (in thousands):
 
 
Total
 
2015
 
2016
 
2017
 
2018
 
2019
 
Thereafter
Principal payments due on mortgage notes payable
 
$
3,689,795

 
$
163,821

 
$
250,658

 
$
457,903

 
$
221,105

 
$
297,146

 
$
2,299,162

Interest payments due on mortgage notes payable
 
1,096,811

 
178,090

 
166,185

 
141,867

 
127,641

 
117,870

 
365,158

Principal payments due on credit facility
 
3,184,000

 
—

 
—

 
—

 
3,184,000

 
—

 
—

Interest payments due on credit facility
 
310,663

 
66,621

 
85,757

 
101,386

 
56,899

 
—

 
—

Principal payments due on corporate bonds
 
2,550,000

 
—

 
—

 
1,300,000

 
—

 
750,000

 
500,000

Interest payments due on corporate bonds
 
355,952

 
71,500

 
71,500

 
48,028

 
45,500

 
25,188

 
94,236

Principal payments due on convertible debt
 
1,000,000

 
—

 
—

 
—

 
597,500

 
—

 
402,500

Interest payments due on convertible debt
 
154,124

 
33,019

 
33,019

 
33,019

 
25,550

 
15,094

 
14,423

Principal payments due on other debt
 
45,325

 
11,862

 
12,516

 
7,680

 
13,267

 
—

 
—

Interest payments due on other debt
 
4,658

 
2,205

 
1,569

 
882

 
2

 
—

 
—

Payments due on lease obligations
 
374,605

 
24,093

 
22,880

 
22,014

 
19,958

 
72,316

 
213,344

Total
 
$
12,765,933

 
$
551,211

 
$
644,084

 
$
2,112,779


$
4,291,422

 
$
1,277,614


$
3,888,823

Cash Flows for the year ended December 31, 2014
During the year ended December 31, 2014 , net cash provided by operating activities was $502.9 million . The level of cash flows used in or provided by operating activities is affected by acquisition and transaction costs, the timing of interest payments, as well as the receipt of scheduled rent payments. Cash flows provided by operating activities during the year ended December 31, 2014 were mainly due to adjusted net income of $806.6 million (net loss of $1.0 billion adjusted for non-cash items including the issuance of OP Units, depreciation and amortization, gain on sale of properties, equity-based compensation, gain on derivative instruments and gain on the early extinguishment of debt totaling $1.8 billion , in the aggregate), offset by a decrease in accounts payable and accrued expenses of $16.3 million , a decrease in prepaid and other assets of $97.1 million and a decrease in deferred rent, derivative and other liabilities of $99.9 million .
Net cash used in investing activities for the year ended December 31, 2014 was $2.6 billion , primarily related to the total cash consideration of $756.2 million for the ARCT IV Merger, Cole Merger and CCPT Merger and $3.5 billion in the acquisition of 1,107 properties. The net cash used in investing activities was partially offset by the proceeds from the sale of properties of $1.6 billion , combined with the proceeds from the sale of investment securities of $159.8 million .
Net cash provided by financing activities was $2.4 billion during the year ended December 31, 2014 related to proceeds from the issuance of corporate bonds of $2.5 billion , proceeds from mortgage notes payable of $1.0 billion and proceeds from the issuance of common stock of $1.6 billion . These inflows were partially offset by payments on mortgage notes payable of $1.1 billion , total distributions paid of $920.3 million and $116.4 million of deferred financing cost payments.

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Cash Flows for the year ended December 31, 2013
During the  year ended December 31,   2013 , net cash used in operating activities was  $11.9 million . The level of cash flows used in or provided by operating activities is affected by acquisition and transaction costs, the timing of interest payments, as well as the receipt of scheduled rent payments. Cash flows used in operating activities during the  year ended December 31,   2013  were mainly due to an adjusted net loss of $57.7 million (net loss of  $507.8 million  adjusted for non-cash items, including the issuance of OP Units, depreciation and amortization, amortization of deferred financing costs, equity based compensation, loss on held for sale properties, loss on derivative instruments and gain on sale on investments of $450.2 million , in the aggregate), and a decrease in deferred costs and other assets of $19.9 million , offset by an increase in amounts due to affiliates of $43.8 million and an increase in accounts payable and accrued expenses of $20.8 million .
Net cash used in investing activities for the  year ended December 31,   2013  was  $4.5 billion , primarily related to the acquisition of  1,739  properties with an aggregate purchase price of  $3.5 billion , the purchase of investment securities of $81.6 million , and the investment in direct financing leases of $68.6 million , partially offset by the proceeds from the sales of investment securities of $119.5 million .
Net cash provided by financing activities of  $4.3 billion during the year ended December 31,   2013  related to proceeds net of offering-related costs from the issuance of common stock of $2.0 billion , proceeds net of repayments from our credit facilities of  $1.7 billion , $967.8 million and  $30.9 million  of contributions from our affiliate. These inflows were partially offset by common stock repurchases of  $359.2 million ,  $101.2 million  of deferred financing cost payments, total distributions paid of  $234.9 million , and distributions to non-controlling interest holders of  $8.2 million .
Cash Flows for the Year Ended December 31, 2012
During the year ended December 31, 2012 , net cash provided by operating activities was $9.4 million . The level of cash flows used in or provided by operating activities is affected by acquisition and transaction costs, the timing of interest payments, as well as the receipt of scheduled rent payments. Cash flows provided by operating activities during the year ended December 31, 2012 was primarily due to an increase in adjusted net income of $2.7 million (net loss of 42.2 million adjusted for non-cash items, the most significant of which were depreciation and amortization expense and equity-based compensation, which totaled $44.4 million , in the aggregate). Cash inflows included an increase in accounts payable and accrued expenses of $8.3 million and in increase in deferred rent and other liabilities of $3.5 million , partially offset by an increase in prepaid and other assets of $5.1 million .
Net cash used in investing activities for the year ended December 31, 2012 was $1.7 billion , primarily related to an increase in investment in real estate assets paid for with cash of $1.7 billion and the purchase of investment securities of $41.7 million .
Net cash provided by financing activities of $2.0 billion during the year ended December 31, 2012 primarily related to cash inflows from the issuances of stock and debt, most notably $1.7 billion of proceeds net of offering-related costs from the issuance of common and preferred stock, $229.8 million of proceeds from mortgage notes payable and $82.3 million of proceeds from our senior secured revolving credit facility. These inflows were partially offset by cash outflows, most notably by total distributions paid of $38.3 million and payments related to deferred financing costs of $14.0 million .
Election as a REIT
We elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with the taxable year ended December 31, 2011. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax to the extent we distribute our REIT taxable income to our stockholders, and so long as we distribute at least 90% of our REIT taxable income, computed without regard to the dividends paid deduction and excluding net capital gain. REITs are subject to a number of other organizational and operational requirements. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, federal income taxes on certain income and excise taxes on our undistributed income. We believe we are organized and operating in such a manner as to qualify to be taxed as a REIT for the taxable year ended December 31, 2014 .
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. However, net leases that require the tenant to pay its allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance may reduce our exposure to increases in costs and operating expenses resulting from inflation.
Related Party Transactions and Agreements
In the past, we entered into certain agreements and paid certain fees or reimbursements to ARC, the Former Manager and their affiliates. As of December 31, 2014, as a result of the resignations of certain executive officers (one of whom was a director) earlier in the fourth quarter, the Former Manager and its affiliates were no longer affiliated with the Company.

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The Audit Committee Investigation identified certain payments made by the Company to the Former Manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny. In November 2014, as a result of the Audit Committee Investigation, the Company terminated a lease agreement with an affiliate of its Former Manager for space in a building in Newport, Rhode Island. The Company, which never occupied the building, was reimbursed for certain leasehold improvements and other costs by delivery of 916,423 OP Units valued at $8.5 million , which were retired. The Company is considering whether it has a right to seek recovery for any other such payments and , if so, its alternatives for seeking recovery. No asset has been recognized in the accompanying consolidated financial statements related to any potential recovery. See Note 20 – Related Party Transactions and Arrangements to our consolidated financial statements in this report for further discussion.
We are contractually responsible for managing the Managed REITs’ affairs on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf, and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. In addition, we distribute the shares of common stock for certain of the Managed REITs and advise them regarding offerings, manage relationships with participating broker-dealers and financial advisors, and provide assistance in connection with compliance matters relating to the offerings. We receive compensation and reimbursement for services relating to the Managed REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. See Note 20 – Related Party Transactions and Arrangements to our consolidated financial statements in this report for a further explanation of the various related party transactions, agreements and fees.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable-rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.
As of December 31, 2014 , our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use of derivative instruments, with a fair and carrying value of $8.7 billion and $8.4 billion , respectively. Changes in market interest rates on our fixed rate debt impact fair value of the debt, but they have no impact on interest incurred or cash flow. For instance, if interest rates rise 100 basis points and our fixed rate debt balance remains constant, we expect the fair value of our debt to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2014 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed rate debt by $314.5 million . A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $356.9 million .
As of December 31, 2014 , our debt included variable-rate debt with an aggregate fair value and carrying value of $2.1 billion and $2.2 billion , respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2014 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate notes payable would increase or decrease our interest expense by $21.8 million annually.
As the information presented above includes only those exposures that existed as of December 31, 2014 , it does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.
These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and, assume no other changes in our capital structure.

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Item 8. Financial Statements and Supplementary Data.
The information required by Item 8 is hereby incorporated by reference to our consolidated financial statements beginning on page F-1 of this document.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
I. Discussion of Controls and Procedures of ARCP
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to ARCP.
Background
On March 2, 2015, reflecting the findings of the Audit Committee Investigation, as well as a review performed by the Company’s new management, the Company restated and amended its previously-issued consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the fiscal periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013. As previously disclosed, the Company’s new management re-evaluated the Company’s internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective at December 31, 2013 due to certain material weaknesses. These material weaknesses had not been remediated, and additional weaknesses in our internal control over financial reporting existed, at March 31, 2014, June 30, 2014 and September 30, 2014. In addition, at those dates, our disclosure controls and procedures were not effective. Although during the fourth quarter of 2014 the Company’s prior senior management resigned and new management commenced taking remedial actions, the existing material weaknesses had not been remediated at December 31, 2014. As discussed below, the Company is committed to remediating the material weaknesses as promptly as possible. Implementation of the Company’s remediation plans is being overseen by the Audit Committee.
For information concerning the findings of the Audit Committee Investigation, see the Explanatory Note at the beginning of any of the following reports: Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013 or the Company’s Quarterly Report on Form 10-Q/A for the fiscal period ended March 31, 2014 or June 30, 2014.
Evaluation of Disclosure Controls and Procedures
Management, under the supervision of our Interim Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in §240.13a-15(e) or 240.15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) and, based on that evaluation, our Interim Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective at December 31, 2014 as a result of the matters discussed under “Material Weaknesses in Disclosure Controls and Procedures” below.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management assessed the Company’s internal control over financial reporting (as defined in §240.13a-15(f) or 240.15d-15(f) of the Exchange Act) under the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control – Integrated Framework (2013) and concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2014 as a result of the matters discussed under “Material Weaknesses in Internal Control over Financial Reporting” below.
Material Weaknesses
Material Weaknesses in Disclosure Controls and Procedures. At December 31, 2014, the Company’s disclosure controls and procedures were not properly designed or implemented to ensure that the information contained in the Company’s periodic reports and other SEC filings correctly reflected the information contained in the Company’s accounting records and other supporting information and, in the case of AFFO per share (a non-GAAP measure that is an important industry metric), was correctly calculated. In addition, the Company did not have appropriate controls to ensure that its SEC filings were reviewed on a timely basis by senior management or that significant changes to amounts or other disclosures contained in a document that had previously been reviewed and approved by the Audit Committee were brought to the attention of the Audit Committee or its Chair for review and approval before the document was filed with the SEC. Finally, the Company did not have appropriate controls over the formulation of AFFO

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per share guidance or the periodic re-assessment of the Company’s ability to meet its guidance.
Material Weaknesses in Internal Control over Financial Reporting . Under standards established by the Public Company Accounting Oversight Board, a material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
During 2013, due in part to a number of large portfolio acquisitions, the Company experienced significant growth and increases in the complexity of its financial reporting and number of non-routine transactions. In late 2013 and early in the first quarter of 2014, as a result of the anticipation and then completion of the Company’s transition from management by the Former Manager to self-management and the Company’s acquisitions of ARCT IV and Cole, the complexity of the Company’s transactions and the need for accounting judgments and estimates became more prevalent and had a severe impact on the Company’s control environment. The following material weaknesses in the Company’s internal control over financial reporting existed at December 31, 2014:
Control Environment – The Company failed to implement and maintain an effective internal control environment that had appropriate processes to manage the changes in business conditions resulting from the volume and complexity of its 2013 and first quarter 2014 transactions, combined with the pressure of market expectations inherent in announcing AFFO per share guidance for 2014.
The control environment, as part of the internal control framework, sets the tone of an organization, influencing the control consciousness of its people and providing discipline and structure. Among the deficiencies in the control environment were failures to:
•
Emphasize the importance of adherence to the Company’s Code of Business Conduct and Ethics;
•
Establish appropriate policies and procedures surrounding the accounting treatment and classification of merger-related expenses, goodwill, impairments and purchase accounting;
•
Establish controls designed to prevent changes to the financial statements and supporting financial information by senior management without the proper levels of review, support and approval; and
•
Establish controls designed to ensure that accounting employees would not be subject to pressure to make inappropriate decisions affecting the financial statements and/or the financial statement components of the calculation of AFFO, and that accounting concerns raised by employees would be timely and appropriately addressed by senior management.
Related Party Transactions and Conflicts of Interest – The Company did not maintain the appropriate controls to assess, authorize and monitor related party transactions, validate the appropriateness of such transactions or, manage the risks arising from contractual relationships with affiliates. Without the appropriate controls, the Company made certain payments to the Former Manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny.
Equity-Based Compensation – The Company did not maintain appropriate controls over various grants of equity-based compensation. In the fourth quarter of 2013, in anticipation of the Company’s transition to self-management, the Company entered into employment agreements with the Company’s former Executive Chairman and Chief Executive Officer and its former Chief Financial Officer (which took effect on January 8, 2014), and also approved the 2014 Multi-Year Outperformance Plan pursuant to which awards were made to them on January 8, 2014. Without the appropriate controls, these documents contained terms that were inconsistent with the terms authorized by the Compensation Committee. Additionally, the Company did not obtain copies of or administer the equity awards made by means of block grants allocated by the Former Manager and its affiliates, nor did it review the awards for consistency with the Compensation Committee’s authorization.
Accounting Close Process – The Company did not have consistent policies and procedures throughout its offices relating to purchase accounting, accounting for gain or loss on disposition and testing for impairment. In addition, senior management did not establish clear reporting lines and job responsibilities, or promote accountability over business process control activities.
Critical Accounting Estimates and Non-Routine Transactions – The Company did not maintain effective controls or develop standardized policies and procedures for critical accounting estimates and non-routine transactions, including management review and approval of the accounting treatment of all critical and significant estimates on a periodic basis.
Cash Reconciliations and Monitoring – The Company did not implement appropriate controls to record payments received and to reconcile its cash receipts and bank accounts on a timely basis.
Information Technology General Controls – Access, Authentication and Information Technology Environment – The Company did not maintain effective information technology environmental and governance controls, including controls over information systems security administration and management functions in the following areas: (a) granting and revoking user access rights; (b) timely notification of user departures; (c) periodic review of appropriateness of access rights; (d) physical access

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restrictions; and (e) segregation of duties.
Information Technology General Controls Over Management of Third Party Service Providers – When the transition services agreement between the Company and the Former Manager was terminated on January 8, 2014, the Company did not enter into a follow-on formal agreement with the affiliate of the Former Manager that managed technology infrastructure and systems significant to the Company’s financial reporting process. Without a formal agreement governing the delivery of services, the Company’s management cannot make any assertions about the operating effectiveness of the third party service provider’s controls over information systems, programs, data and processes financially significant to the Company or the security of the Company’s data under the control of the related third party service provider.
Attestation Report of Our Independent Registered Public Accounting Firm
Grant Thornton LLP, our independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting, which appears on page 77 of this Annual Report on Form 10-K.
Remediation
As discussed below, the Company is actively engaged in improving its disclosure controls and procedures and internal control over financial reporting. The Company’s new senior management will report on a quarterly basis to the Audit Committee and, where applicable, to the other Committees of the Board of Directors as to the progress made in remediating the material weaknesses identified above.
Control Environment – During the fourth quarter of 2014, the Company underwent a change in senior leadership as a result of the resignations of the Company’s Executive Chairman of the Board, Chief Executive Officer and director, President and Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer. On October 28, 2014, the Board of Directors appointed Michael J. Sodo as the Company’s Chief Financial Officer and Gavin B. Brandon as the Company’s Chief Accounting Officer. On December 15, 2014, William G. Stanley, who had been serving as the Company’s Lead Independent Director, became Interim Chairman of the Board and Interim Chief Executive Officer pending completion of the Board’s search, with the assistance of an independent search firm, for a new non-executive Chairman of the Board and a new permanent Chief Executive Officer.
The Audit Committee, the Board of Directors and new senior leadership are committed to establishing a culture of compliance, integrity and transparency and have begun communicating their commitment and expectations to all employees of Company. This commitment was an important consideration in the Board of Directors’ selection of Glenn J. Rufrano to serve as the Company’s new Chief Executive Officer and a director effective April 1, 2015 and will also be an important consideration in its selection of a new independent Chairman of the Board. On March 10, 2015, the Company announced that with the Restatement completed, the Company expecting to file this report by the end of March 2015 and the appointment of a new Chief Executive Officer, two of the Company’s directors, Leslie D. Michelson and Edward G. Rendell, decided that it was the right time to step down from the Board, effective April 1, 2015, to make way for new directors. In addition to a new non-executive Chairman, the Board is in the process of recruiting two other new independent directors, which will result in a seven-member Board. The decision about re-nomination of the other existing directors for election at the 2015 annual meeting will be made by the disinterested members of the reconstituted Board.
The Board of Directors, with the assistance of outside counsel, has commenced a comprehensive review of its key practices and procedures. This review will include, among other things, the nature, transparency and timeliness of information provided to the Board of Directors by management, the agenda-setting process, the process by which the Board of Directors oversees the Company’s risk management functions and the roles and responsibilities, charters, key practices and procedures of the committees of the Board of Directors. As an outgrowth of this review, in late December 2014, the Board of Directors adopted a new related person transactions policy and assigned the administration of this policy to the Nominating and Corporate Governance Committee.
Under the Audit Committee’s oversight, management has commenced a comprehensive review of corporate compliance policies and programs and is initiating periodic Company-wide training on ethics, reporting procedures and other key topics as well as a review of the Company’s whistleblower hotline policies and procedures.
The Company is also in the process of strengthening its controls in a number of areas highlighted by the Audit Committee investigation, as follows:
•
 Adding additional layers of review of the Company’s significant accounting policies and estimates, including the bonus accrual process;
•
Improving the controls around decisions on whether or not to reflect certain accounting adjustments in the Company’s books and records and/or to report such adjustments within financial statements, by revising its policies, implementing additional review and training all accounting personnel on the revised policies;

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•
Adopting new accounting policies that incorporate technical accounting guidance as to when expenses may be appropriately classified as merger-related expenses, and conducting training on the implementation of this policy with relevant members of its accounting staff; and
•
Adopting new practices surrounding the calculation and presentation of AFFO and the formulation and review of AFFO guidance.
Financial Reporting Disclosure Controls – Under the oversight of the Audit Committee, the Company is in the process of creating a chartered Disclosure Committee to be comprised of senior attorneys, accounting personnel and executives and heads of other pertinent firm-wide disciplines. The Chair of the Disclosure Committee will have ongoing dialogue with the Audit Committee and the Board of Directors on how the Disclosure Committee is fulfilling its mandate to ensure the timeliness, accuracy, completeness and quality of the Company’s SEC filings and other public disclosures. The Disclosure Committee will be responsible for establishing and administering a process by which certain personnel in relevant functions and areas will be required to provide sub-certifications in support of the certifications that the Company’s principal executive and principal financial officers are required to provide in connection with each periodic SEC report. Processes will be implemented to help plan appropriately for quarterly financial reporting as well as securities offerings.
Additionally, at the direction of the Audit Committee, the Company is enhancing and formalizing the procedures for the review and approval of annual and quarterly SEC reports (some of which were previously less formal) as follows:
•
Drafts of reports will be circulated sufficiently in advance of Audit Committee meetings to permit adequate review;
•
Audit Committee meetings will be attended in person to the extent practicable and, in addition to Audit Committee members, required attendees will include the Chief Financial Officer, Chief Accounting Officer, General Counsel, Chair of the Disclosure Committee, head of Internal Audit, independent auditors and outside legal counsel as necessary;
•
At Audit Committee meetings, in addition to required communications from the independent auditors, reports will be made by the Chief Accounting Officer and the Chair of the Disclosure Committee on significant changes from prior filings, significant judgments reflected in the report and receipt of sub-certifications;
•
At Audit Committee meetings, separate executive sessions will be held with the independent auditor, head of Internal Audit, General Counsel and others as necessary; and
•
Any changes to a draft of a periodic report that has been approved by the Audit Committee must be submitted to and reviewed and approved by the Chair of the Audit Committee prior to filing.
Related Party Transactions and Conflicts of Interest – The resignation of the members of senior management affiliated with the Former Manager has eliminated certain conflicts of interest that existed prior to such resignations.
The Audit Committee Investigation identified certain payments made by the Company to the Former Manager or its affiliates that were not sufficiently documented or otherwise require scrutiny. In November 2014, as a result of the Audit Committee Investigation, the Company terminated a lease agreement with an affiliate of its Former Manager for space in a building in Newport, Rhode Island. The Company, which never occupied the building, was reimbursed for certain leasehold improvements and other costs by delivery of 916,423 OP Units valued at $8.5 million, which were retired. The Company is considering whether it has a right to seek recovery for any other such payments and, if so, its alternatives for seeking recovery. No asset has been recognized in the financial statements related to any potential recovery.
The Company is working closely with outside counsel to terminate its remaining relationships with affiliates of its Former Manager, including ARC and RCAP, and to disentangle its internal control framework from the affiliated entities. The Company is seeking to obtain copies of all of its books and records held by ARC and to eliminate all human resource, information technology and other overlapping departmental services.
The Company has also enhanced the procedures for review and approval of potential related party transactions with directors, director nominees, executive officers, 5% shareholders and their immediate family members through the adoption of a new related party transactions policy administered by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will annually assess the use and effectiveness of the policy.
Equity-Based Compensation – The Company has obtained copies from ARC of all equity awards made by means of block grants allocated by the Former Manager or its affiliates and has sought to assume administration of those awards. In addition, the Company will review these equity awards for consistency with Compensation Committee authorization.
Under the Compensation Committee’s oversight, the Company is implementing new governance processes for the authorization, documentation, issuance, administration and accounting for equity-based compensation. The Compensation Committee will approve each award, rather than delegating authority to management to allocate large tranches of awards. In-house

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counsel, accounting, tax, and human resources personnel will work together to oversee the issuance of equity compensation to directors, officers and employees. Equity compensation tracking and recordkeeping will be improved through the use of equity tracking software. All compensation matters within the Compensation Committee’s purview will be reviewed by the Compensation Committee Chair and in-house counsel against the Compensation Committee’s authorization to ensure consistency and appropriate documentation. In respect of all other employment matters, the human resources department will consult in-house counsel before making any offer of employment or any compensation adjustment that includes any equity award or otherwise raises equity compensation issues.
Accounting Close Process – The Company has begun to standardize its internal accounting close process and intends to complete the integration of its accounting and financial reporting processes among its various offices. Toward this end, the Company has documented, and intends to continue to document, its key and significant operational activities and accounting policies and procedures. In addition, the Company has designed and implemented internal controls within its accounting close process to ensure that closing activities, such as reconciliations, timely reviews, journal entry reviews and comprehensive financial analysis, are performed and reviewed. The Company intends to create a financial reporting sub-certification process and is defining key roles and responsibilities within the organizational structure. Lastly, the Company has conducted trainings, and will conduct additional trainings, for its accounting and other professionals to ensure the accounting close processes and entity level and company level controls and procedures are well defined, documented and implemented to support operational effectiveness.
Critical Accounting Estimates and Non-Routine Transactions – The Company has documented various critical accounting policies, and intends to continue to document new accounting policies and to update its existing documentation for any noted changes on a timely basis. New policies have been communicated to the relevant Company employees. The Company has also established a process under which senior management approves all critical accounting estimates and non-routine transactions on a periodic basis as part of the financial close and reporting processes.
Cash Reconciliations and Monitoring – The Company has documented treasury and accounting policies and procedures, implemented controls over the monitoring and reconciliation of cash accounts and plans to review all bank accounts associated with the Company. In addition, the Company has established roles and responsibilities to monitor and account for its various bank accounts.
Information Technology General Controls – Access, Authentication and IT Environment – The Company has implemented an access management system to govern the granting and revocation of user access rights and standardized the administration of access to financially significant systems within the information technology organization. The system maintains a database of access grants and a record of business approvals. The controls governing access to programs and data have been updated to reflect the use of the access management system. The Company has trained business approvers, managers, information technology staff, and human resources staff on the revised controls and their respective roles and responsibilities within each control. The process for managing and conducting the periodic system access reviews has been standardized across all systems. Periodic access reviews will be managed by the Information Technology department to ensure adherence to the control standard.
Information Technology General Controls Over Management of Third Party Service Providers – Executive management responsible for this directive is no longer with the Company. The Company is working to complete the integration of systems, offices and business processes so as to remove the dependencies on the formerly affiliated party service provider as soon as possible. The Company is also establishing a control framework to ensure all service providers have the appropriate contracts and service level agreements in place prior to initiation of any services.
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2014, there were no changes in our internal control over financial reporting, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting, other than ongoing integration activities relating to the Company’s acquisitions of large portfolios in 2013, and of ARCT IV and Cole Real Estate Investments, Inc. in the first quarter of 2014 and the remediation efforts described above.
II. Discussion of Controls and Procedures of the Operating Partnership
In the information incorporated by reference into this Part II of Item 9A, the term “Company” refers to the Operating Partnership, except as the context otherwise requires.
Background
On March 2, 2015, reflecting the findings of the Audit Committee Investigation, as well as a review performed by the General Partner’s new management, the Operating Partnership restated and amended its previously-issued consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the fiscal

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periods ended June 30, 2014 and 2013.
Evaluation of Disclosure Controls and Procedures
Management of the General Partner, under the supervision of its Interim Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of the Operating Partnership’s disclosure controls and procedures (as defined in §240.13a-15(e) or 240.15d-15(e) of the Exchange Act) and, based on that evaluation, the General Partner’s Interim Chief Executive Officer and the General Partner’s Chief Financial Officer concluded that the Operating Partnership’s disclosure controls and procedures were not effective at December 31, 2014 as a result of the matters discussed under “Material Weaknesses in Disclosure Controls and Procedures” in Part I of this Item 9A above.
Management’s Report on Internal Control over Financial Reporting
Management of the General Partner is responsible for establishing and maintaining adequate internal control over financial reporting of the Operating Partnership. Management of the General Partner assessed the Operating Partnership’s internal control over financial reporting (as defined in §240.13a-15(f) or 240.15d-15(f) of the Exchange Act) under the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control - Integrated Framework (2013) and concluded that the Operating Partnership’s internal control over financial reporting was not effective as of December 31, 2014 as a result of the matters discussed under “Material Weaknesses in Internal Control over Financial Reporting” in Part I of this Item 9A above.
Material Weaknesses
The information under the heading “Material Weaknesses” in Part I of this Item 9A is incorporated herein by reference.
Remediation
The information under the heading “Remediation” in Part I of this Item 9A is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
The information under the heading “Changes in Internal Control over Financial Reporting” in Part I of this Item 9A is incorporated herein by reference.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
American Realty Capital Properties, Inc.
We have audited the internal control over financial reporting of American Realty Capital Properties, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2014, based on criteria established in the 2013 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 assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (“Management’s Report”) presented in Part I of Item 9A, “Controls and Procedures.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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 for external purposes in accordance with generally accepted accounting principles. A company’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 company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection 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 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.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment.
•
A material weakness related to the Company’s failure to implement and maintain an effective internal control environment.
•
A material weakness related to the Company’s failure to maintain controls associated with related party transactions and risks arising from contractual arrangements with affiliates.
•
A material weakness related to the Company’s failure to maintain controls related to stock based compensation, including documentation of key terms of awards and the administration of certain restricted stock awards.
•
A material weakness related to the Company’s failure to establish appropriate policies, procedures and controls in the internal control environment, including those related to the accounting close process, critical accounting estimates and non-routine transactions.
•
A material weakness related to the Company’s failure to monitor and reconcile cash.
•
A material weakness related to the Company’s failure to maintain effective information technology environmental and governance controls, including management of system access and third party service providers.
In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We do not express an opinion or any other form of assurance on management’s statements referring to “Material Weaknesses in Disclosure Controls and Procedures,” the “Material Weaknesses in Internal Control over Financial Reporting – Control

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Environment” as it relates to pressure surrounding decisions affecting the calculation of AFFO, and “Remediation” included in Management’s Report.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2014. The material weaknesses identified above were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2014 consolidated financial statements, and this report does not affect our report dated March 30, 2015, which expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
March 30, 2015


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Item 9B. Other Information.
None.

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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item is expected to be filed by amendment prior to April 30, 2015.
Item 11. Executive Compensation.
The information required by this Item is expected to be filed by amendment prior to April 30, 2015.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is expected to be filed by amendment prior to April 30, 2015.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is expected to be filed by amendment prior to April 30, 2015.
Item 14. Principal Accounting Fees and Services.
The information required by this Item is expected to be filed by amendment prior to April 30, 2015.

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PART IV
Item 15. Exhibit Index.
The following documents are filed as part of this Annual Report on Form 10-K:
Exhibit No.
 
Description
2.1 (1)
 
Agreement and Plan of Merger by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., Tiger Acquisition LLC, American Realty Capital Trust III, Inc. and American Realty Capital Operating Partnership III, L.P., dated as of December 14, 2012**
2.2 (7)
 
Agreement and Plan of Merger, by and among, American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., Safari Acquisition, LLC, CapLease, Inc., CapLease, LP and CLF OP General Partner LLC, dated as of May 28, 2013.**
2.3 (8)
 
Purchase and Sale Agreement, by and among, CNL APF Partners, LP and Certain Affiliates as Seller Parties, and ARC Properties Operating Partnership, L.P., as Purchaser, dated May 31, 2013.**
2.4 (10)
 
Agreement and Plan of Merger, dated as of July 1, 2013, among American Realty Capital Properties, Inc., American Realty Capital Trust IV, Inc., Thunder Acquisition, LLC, ARC Properties Operating Partnership, L.P. and American Realty Capital Operating Partnership IV, L.P.**
2.4.1 (15)
 
Amendment dated as of October 6, 2013 to the Agreement and Plan of Merger, dated as of July 1, 2013, by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., Thunder Acquisition, LLC, American Realty Capital Trust IV, Inc. and American Realty Capital Operating Partnership IV, L.P.
2.4.2 (22)
 
Second Amendment dated as of October 11, 2013 to the Agreement and Plan of Merger, dated as of July 1, 2013, by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., Thunder Acquisition, LLC, American Realty Capital Trust IV, Inc. and American Realty Capital Operating Partnership IV, L.P.
2.5 (14)
 
Equity Interest Purchase Agreement by and between Inland American Real Estate Trust, Inc. and AR Capital, LLC, dated as of August 8, 2013. **
2.6 (16)
 
Purchase and Sale Agreement by and among ARC PADRBPA001, LLC and AR Capital, LLC and the sellers described on schedules thereto, dated as of July 24, 2013. **
2.7 (17)
 
Agreement and Plan of Merger, dated as of October 22, 2013, by and among American Realty Capital Properties, Inc., Cole Real Estate Investments, Inc. and Clark Acquisition, LLC.**
3.1 (2)
 
Articles of Amendment and Restatement of American Realty Capital Properties, Inc.
3.2 (3)
 
Bylaws of American Realty Capital Properties, Inc.
3.3 (4)
 
Articles Supplementary Relating to the Series A Convertible Preferred Stock of American Realty Capital Properties, Inc., dated May 10, 2012.
3.4 (5)
 
Articles Supplementary Relating to the Series B Convertible Preferred Stock of American Realty Capital Properties, Inc., dated July 24, 2012.
3.5 (9)
 
Articles Supplementary for the Series C Convertible Preferred Stock of American Realty Capital Properties, Inc., dated June 6, 2013.
3.6 (11)
 
Articles of Amendment to Articles of Amendment and Restatement of American Realty Capital Properties, Inc., effective July 2, 2013.
3.7 (21)
 
Articles Supplementary for the Series D Cumulative Convertible Preferred Stock of American Realty Capital Properties, Inc., filed November 8, 2013.
3.8 (24)
 
Articles of Amendment to Articles of Amendment and Restatement of American Realty Capital Properties, Inc., filed with the SDAT on December 9, 2013.
3.9 (25)
 
Articles Supplementary to the Articles of Incorporation of American Realty Capital Properties, Inc. classifying and designating the 6.70% Series F Cumulative Redeemable Preferred Stock, dated January 2, 2014.
3.10 (27)
 
Amendment to American Realty Capital Properties, Inc.’s bylaws, effective as of February 7, 2014.
3.11 (34)
 
Amendment No. 2 to American Realty Capital Properties, Inc.’s bylaws, effective December 31, 2014.
3.12 (40)
 
Certificate of Limited Partnership of ARC Properties Operating Partnership, L.P.
4.1  (30)
 
Third Amended and Restated Agreement of Limited Partnership of ARC Properties Operating Partnership, L.P., effective January 3, 2014.
4.2 (11)
 
Indenture, dated as of July 29, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee.
4.3 (11)
 
First Supplemental Indenture, dated as of July 29, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee.
4.4 (20)
 
Form of 3.00% Convertible Senior Notes due 2018 (included in Exhibit 4.3).
4.5 (19)
 
Indenture, dated as of October 9, 2007, by and among CapLease, Inc., Caplease, LP, CapLease Debt Funding, LP, CapLease Services Corp., CapLease Credit LLC and Deutsche Bank Trust Company Americas, as trustee.
4.6 (19)
 
Supplemental Indenture, dated as of November 5, 2013, by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., CapLease, Inc., CapLease, LP and Deutsche Bank Trust Company Americas, as trustee.
4.7 (19)
 
Junior Subordinated Indenture, dated as of December 13, 2005, by and between CapLease, LP and The Bank of New York Mellon, as trustee, as successor-in-trust to JPMorgan Chase Bank, National Association.

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Exhibit No.
 
Description
4.8 (19)
 
Supplemental Indenture, dated November 5, 2013, by and among ARC Properties Operating Partnership, L.P., CapLease, LP and The Bank of New York Mellon, as trustee, as successor-in-trust to JPMorgan Chase Bank, National Association.
4.9 (23)
 
Second Supplemental Indenture, dated as of December 10, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee.
4.10 (23)
 
Form of 3.75% Convertible Senior Notes due 2020.
4.11 (27)
 
Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee.
4.12 (27)
 
Officers’ Certificate, dated as of February 6, 2014.
4.13 (27)
 
Registration Rights Agreement, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein, Barclays Capital Inc. and Citigroup Global Markets Inc.
10.1 (29)
 
Amendment and Acknowledgment of Termination of Amended and Restated Management Agreement, entered into as of January 8, 2014, by and among American Realty Capital Properties, Inc. and ARC Properties Advisors, LLC.
10.2 (3)
 
Equity Plan, effective September 5, 2011 of American Realty Capital Properties, Inc.
10.3*
 
First Amendment to American Realty Capital Properties, Inc.’s Equity Plan, effective November 12, 2012.
10.4*
 
Second Amendment to American Realty Capital Properties, Inc.’s Equity Plan, effective February 28, 2013.
10.5 (3)
 
Director Stock Plan of American Realty Capital Properties, Inc.
10.6 (3)
 
Form of Restricted Stock Award Agreement for Non-Executive Directors.
10.7 (3)
 
Form of Restricted Stock Award Agreement for ARC Properties Advisors, LLC.
10.8 (7)
 
Voting Agreement, dated as of May 28, 2013, by and among American Realty Capital Properties, Inc., Paul H. McDowell, William R. Pollert, Shawn P. Seale, Robert C. Blanz and Paul C. Hughes.
10.9 (7)
 
Management Letter Agreement, dated as of May 28, 2013, among American Realty Capital Properties, Inc., Paul H. McDowell, William R. Pollert, Shawn P. Seale, Robert C. Blanz, Michael J. Heneghan and Paul C. Hughes.
10.10 (10)
 
Letter Agreement, dated as of July 1, 2013, among American Realty Capital Properties, Inc., American Realty Capital Trust IV, Inc., American Realty Capital Operating Partnership IV, L.P., American Realty Capital Trust IV Special Limited Partner, LLC, American Realty Capital Advisors IV, LLC and American Realty Capital Properties IV, LLC.
10.11 (10)
 
Asset Purchase and Sale Agreement, dated as of July 1, 2013, between ARC Properties Operating Partnership, L.P. and American Realty Capital Advisors IV, LLC.
10.12 (12)
 
Augmenting Lender and Increasing Lender Supplement and Incremental Amendment, dated as of March 28, 2013, to the Credit Agreement, among ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the lenders party thereto and Wells Fargo Bank, National Association.
10.13 (12)
 
Third Amendment to Credit Agreement, by and among ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the Lenders party thereto, and Wells Fargo Bank, National Association, dated as of May 28, 2013.
10.14 (12)
 
Fourth Amendment to Credit Agreement, by and among ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the Lenders party thereto, and Wells Fargo Bank, National Association, dated as of July 22, 2013.
10.15 (12)
 
Indemnity Agreement, by Indemnitors, in favor of ARC Real Estate Partners, LLC, dated December 28, 2012.
10.16  (13)
 
Credit Agreement, dated as of February 14, 2013, among American Realty Capital Operating Partnership III, L.P., American Realty Capital Trust III, Inc., Wells Fargo Bank, National Association, RBS Citizens, N.A., Regions Bank, Capital One, N.A. and JPMorgan Chase Bank, N.A. and the other lenders party hereto.
10.17  (13)
 
Common Stock Purchase Agreement, dated as of September 15, 2013, entered into by and between American Realty Capital Properties, Inc. and certain investors party thereto.
10.18 (19)
 
Credit Agreement, dated June 29, 2012, by and among CapLease, Inc., CapLease, LP, certain subsidiaries of CapLease, LP party thereto and Wells Fargo Bank, National Association, as administrative agent and sole lender.
10.19 (19)
 
First Amendment to Credit Agreement, dated April 16, 2013, by and among CapLease, Inc., CapLease, LP, certain subsidiaries of CapLease, LP party thereto and Wells Fargo Bank, National Association, as administrative agent and sole lender.
10.20 (19)
 
Second Amendment to Credit Agreement, dated June 21, 2013, by and among CapLease, Inc., CapLease, LP, certain subsidiaries of CapLease, LP party thereto and Wells Fargo Bank, National Association, as administrative agent and sole lender.
10.21 (19)
 
Third Amendment to Credit Agreement, dated November 5, 2013, by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., Safari Acquisition, LLC, certain subsidiaries of Safari Acquisition, LLC party thereto and Wells Fargo Bank, National Association, as administrative agent and sole lender.
10.22 (17)
 
Voting Agreement, dated as of October 22, 2013, by and among American Realty Capital Properties, Inc., Cole Real Estate Investments, Inc., Christopher H. Cole and Marc T. Nemer.
10.23 (17)
 
Letter Agreement, dated as of October 22, 2013, by and among American Realty Capital Properties, Inc., Cole Real Estate Investments, Inc. and Christopher H. Cole.
10.24 (17)
 
Letter Agreement, dated as of October 22, 2013, by and among American Realty Capital Properties, Inc., Cole Real Estate Investments, Inc. and Marc T. Nemer.
10.25 (18)
 
Letter Agreement, dated as of October 22, 2013, between American Realty Capital Properties, Inc. and Kirk McAllaster.
10.26 (18)
 
Letter Agreement, dated as of October 22, 2013, by and among American Realty Capital Properties, Inc. and Stephan Keller.

82

Exhibit No.
 
Description
10.27 (18)
 
Letter Agreement, dated as of October 22, 2013, by and among American Realty Capital Properties, Inc. and Jeffery Holland.
10.28 (20)
 
First Amendment dated as of September 30, 2013 to the Purchase and Sale Agreement dated July 24, 2013, by and among ARC DB5PROP001, LLC, ARC DBPGDYR001, LLC, ARC DBPPROP001, LLC, ARC DB5SAAB001, LLC, ARC DBGWSDG001, LLC and ARC DBGESRG001, LLC and the sellers described on the schedules thereto.
10.29 (20)
 
Second Amendment dated as October 1, 2013 to the Purchase and Sale Agreement dated July 24, 2013, by and among ARC DB5PROP001, LLC, ARC DBPGDYR001, LLC, ARC DBPPROP001, LLC, ARC DB5SAAB001, LLC, ARC DBGWSDG001, LLC and ARC DBGESRG001, LLC and the sellers described on the schedules thereto.
10.30 (20)
 
Third Amendment dated as of October 30, 2013 to the Purchase and Sale Agreement dated July 24, 2013, by and among ARC DB5PROP001, LLC, ARC DBPGDYR001, LLC, ARC DBPPROP001, LLC, ARC DB5SAAB001, LLC, ARC DBGWSDG001, LLC and ARC DBGESRG001, LLC and the sellers described on the schedules thereto.
10.31 (20)
 
Sixth Amendment to the Credit Agreement, by and among ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the Lenders party thereto, and Wells Fargo Bank, National Association, dated as of November 4, 2013.
10.32 (20)
 
Employment Agreement, dated as of October 21, 2013, by and between American Realty Capital Properties, Inc. and Nicholas S. Schorsch.
10.33 (20)
 
Employment Agreement, dated as of October 21, 2013, by and between American Realty Capital Properties, Inc. and Brian S. Block.
10.34 (20)
 
Employment Agreement, dated as of October 21, 2013, by and between American Realty Capital Properties Operating Partnership, L.P. and Lisa Beeson.
10.35 (26)
 
Contribution and Exchange Agreement, dated as of January 3, 2014, among ARC Properties Operating Partnership, L.P., American Realty Capital Trust IV Special Limited Partner, LLC, AREP and ARCT IV Operating Partnership.
10.36 (29)
 
Asset Purchase and Sale Agreement, entered into as of January 8, 2014, by and among ARC Properties Operating Partnership, L.P. and ARC Properties Advisors, LLC.
10.37 (29)
 
Employment Agreement, dated as of November 22, 2013, by and between American Realty Capital Properties Operating Partnership, L.P. and David S. Kay.
10.38 (29)
 
2014 Multi-Year Outperformance Plan of American Realty Capital Properties, Inc.
10.39 (29)
 
Form of Award Agreement Under the American Realty Capital Properties, Inc.’s 2014 Multi-Year Outperformance Plan.
10.40 (29)
 
Seventh Amendment to Credit Agreement, dated December 4, 2013, by and among, ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, issuing bank and swingline lender.
10.41 (29)
 
Augmenting Lender and Increasing Lender Supplement, dated as of December 20, 2013, among ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, issuing bank and swingline lender.
10.42 (29)
 
Augmenting Lender Supplement, dated as of January 17, 2014, among ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, issuing bank and swingline lender.
10.43 (29)
 
Tenth Amendment to Credit Agreement, dated February 4, 2014, by and among, ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, American Realty Capital Properties, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, issuing bank and swingline lender.
10.44 (29)
 
Assignment and Assumption Agreement, dated January 8, 2014, by and between AR Capital, LLC and American Realty Capital Properties, Inc.
10.45 (31)
 
Augmenting Lender Supplement, dated as of March 31, 2014, among ARC Properties Operating Partnership, L.P., Tiger Acquisition, LLC, the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, issuing bank and swingline lender.
10.46 (32)
 
Employment Offer Letter, dated as of October 21, 2013, by and between American Realty Capital Properties, Inc. and Lisa Pavelka McAlister.
10.47 (32)
 
Employment Agreement, dated as of February 24, 2014, by and between American Realty Capital Properties, Inc. and Richard A. Silfen.
10.48 (32)
 
Agreement of Purchase and Sale, dated as of June 11, 2014, among certain subsidiaries of American Realty Capital Properties, Inc. party thereto and BRE DDR Retail Holdings III LLC.
10.49 (32)
 
Amended and Restated Credit Agreement, dated as of June 30, 2014, among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc., lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
10.50 (32)
 
First Amendment to Agreement of Purchase and Sale, dated as of July 18, 2014, among certain subsidiaries of American Realty Capital Properties, Inc. party thereto and BRE DDR Retail Holdings III LLC.
10.51 (33)
 
Equity Purchase Agreement by and between ARC Properties Operating Partnership, L.P. and RCS Capital Corporation, dated as of September 30, 2014.
10.52 (35)
 
Agreement between Nicholas S. Schorsch and American Realty Capital Properties, Inc., dated December 12, 2014.
10.53 (35)
 
Separation Agreement and Release by and between the Co-Registrants and David Kay, dated December 14, 2014.
10.54 (35)
 
Amended and Restated Employment Agreement between ARC Properties Operating Partnership, L.P. and David Kay, dated October 1, 2014.

83

Exhibit No.
 
Description
10.55 (35)
 
Separation Agreement and Release by and between the Co-Registrants and Lisa Beeson, dated December 15, 2014.
10.56 (35)
 
Amended and Restated Employment Agreement between ARC Properties Operating Partnership, L.P. and Lisa Beeson, effective October 1, 2014.
10.57 (36)
 
Consent and Waiver Agreement and First Amendment to Credit Agreement, dated as of November 12, 2014 by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
10.58 (37)
 
Form of Indemnification Agreement entered into with various executives on November 26, 2014.
10.59 (38)
 
Employment Letter, dated December 16, 2014, between American Realty Capital Properties, Inc. and Gavin Brandon.
10.60 (38)
 
Employee Confidentiality and Non-Competition Agreement, dated December 16, 2014, executed by Gavin Brandon.
10.61 (39)
 
Consent and Waiver Agreement, dated as of December 23, 2014, by and among American Realty Capital Properties, Inc., ARC Properties Operating Partnership, L.P., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
14 (6)
 
Code of Ethics.
21*
 
List of Subsidiaries.
23.1*
 
Consent of Grant Thornton LLP.
31.1*
 
Certification of the Chief Executive Officer of American Realty Capital Properties, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
 
Certification of the Chief Financial Officer of American Realty Capital Properties, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*
 
Certification of the Chief Executive Officer of ARC Properties Operating Partnership, L.P. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*
 
Certification of the Chief Financial Officer of ARC Properties Operating Partnership, L.P. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
 
Written statements of the Chief Executive Officer of American Realty Capital Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
 
Written statements of the Chief Financial Officer of American Realty Capital Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*
 
Written statements of the Chief Executive Officer of ARC Properties Operating Partnership, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4*
 
Written statements of the Chief Financial Officer of ARC Properties Operating Partnership, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS***
 
XBRL Instance Document.
101.SCH***
 
XBRL Taxonomy Extension Schema Document.
101.CAL***
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF***
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB***
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE***
 
XBRL Taxonomy Extension Presentation Linkbase Document.
_____________________________
* Filed herewith
** Schedules and applicable exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act and is deemed not filed for purposes of Section 18 of the Exchange, and otherwise is not subject to liability under these sections.
(1)
Previously filed with the Current Report on Form 8-K filed with the SEC on December 17, 2012.
(2)
Previously filed with the Pre-Effective Amendment No. 5 to Form S-11 Registration Statement (Registration No. 333-172205) filed by American Realty Capital Properties, Inc. with the SEC on July 5, 2011.
(3)
Previously filed with the Pre-Effective Amendment No. 4 to Form S-11 Registration Statement (Registration No. 333-172205) filed by American Realty Capital Properties, Inc. with the SEC on June 13, 2011.
(4)
Previously filed with the Current Report on Form 8-K filed with the SEC on May 15, 2012.
(5)
Previously filed with the Current Report on Form 8-K filed with the SEC on July 30, 2012.
(6)
Previously filed with the Current Report on Form 8-K filed with the SEC on August 1, 2012.
(7) Previously filed with the Current Report on Form 8-K filed with the SEC on May 28, 2013.
(8)
Previously filed with the Amended Current Report on Form 8-K/A filed with the SEC on June 7, 2013.
(9)
Previously filed with the Current Report on Form 8-K filed with the SEC on June 12, 2013.
(10)
Previously filed with the Current Report on Form 8-K filed with the SEC on July 2, 2013.

84

(11)
Previously filed with the Current Report on Form 8-K filed with the SEC on July 29, 2013.
(12)
Previously filed with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed with the SEC on August 6, 2013.
(13)
Previously filed with the Amended Current Report on Form 8-K/A filed with the SEC on September 19, 2013.
(14)
Previously filed with the Amended Current Report on Form 8-K/A filed with the SEC on September 25, 2013.
(15)
Previously filed with the First Current Report on Form 8-K filed with the SEC on October 7, 2013.
(16)
Previously filed with the Second Current Report on Form 8-K filed with the SEC on October 7, 2013.
(17)
Previously filed with the Current Report on Form 8-K filed with the SEC on October 23, 2013.
(18)
Previously filed with the Amended Current Report on Form 8-K/A filed with the SEC on October 25, 2013.
(19)
Previously filed with the Current Report on Form 8-K filed with the SEC on November 5, 2013.
(20)
Previously filed with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed with the SEC on November 7, 2013.
(21)
Previously filed with the Current Report on Form 8-K filed with the SEC on November 15, 2013.
(22)
Previously filed as Annex E with the Final Prospectus Filed Pursuant to Rule 424(b)(3) with the SEC on December 4, 2013.
(23)
Previously filed with the Current Report on Form 8-K filed with the SEC on December 10, 2013.
(24)
Previously filed with the Amended Current Report on Form 8-K/A filed with the SEC on December 19, 2013.
(25)
Previously filed with the Registration Statement on Form 8-A filed with the SEC on January 3, 2014.
(26)
Previously filed with the Current Report on Form 8-K filed with the SEC on January 3, 2014.
(27)
Previously filed with the Current Report on Form 8-K filed with the SEC on February 7, 2014.
(28)
Previously filed with Pre-Effective Amendment No. 7 to the Registration Statement on Form S-4/A filed with the SEC on December 3, 2013.
(29)
Previously filed with the Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 27, 2014.
(30)
Previously filed with the Amendment No. 2 to its Annual Report on Form 10-K/A for the year ended December 31, 2013 filed with the SEC on March 2, 2015.
(31) Previously filed with the Quarterly Report on Form 10-Q for the three months ended March 31, 2014 filed with the SEC on May 8, 2014.
(32) Previously filed with the Quarterly Report on Form 10-Q for the three months ended June 30, 2014 filed with the SEC on July 29, 2014.
(33) Previously filed with the Quarterly Report on Form 10-Q for the three months ended September 30, 2014 filed with the SEC on March 2, 2015.
(34) Previously filed with the Current Report on Form 8-K filed with the SEC on January 5, 2015.
(35) Previously filed with the Current Report on Form 8-K filed with the SEC on December 15, 2014.
(36) Previously filed with the Current Report on Form 8-K filed with the SEC on November 18, 2014.
(37) Previously filed with the Current Report on Form 8-K filed with the SEC on December 3, 2014.
(38) Previously filed with the Current Report on Form 8-K filed with the SEC on December 22, 2014.
(39) Previously filed with the Current Report on Form 8-K filed with the SEC on December 30, 2014.
(40) Previously filed with the Registration Statement on Form S-4 filed with the SEC on August 1, 2014.



85

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized on this 30th day of March, 2015.
 
AMERICAN REALTY CAPITAL PROPERTIES, INC.
 
By:
/s/ William G. Stanley
 
Interim Chief Executive Officer
(Principal Executive Officer)
 
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
 
By: American Realty Capital Properties, Inc., its sole general partner
 
By:
/s/ William G. Stanley
 
Interim Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.
Name
 
Capacity *
 
Date
 
 
 
 
 
/s/ William G. Stanley
 
Interim Chief Executive Officer and Interim Chairman of the Board
 
March 30, 2015
William G. Stanley
 
of Directors (Principal Executive Officer and Director)
 
 
 
 
 
 
 
/s/ Michael J. Sodo
 
Executive Vice President, Chief Financial Officer and Treasurer
 
March 30, 2015
Michael J. Sodo
 
(Principal Financial Officer)
 
 
 
 
 
 
 
/s/ Gavin B. Brandon
 
Senior Vice President and Chief Accounting Officer
 
March 30, 2015
Gavin B. Brandon
 
(Principal Accounting Officer)
 
 
 
 
 
 
 
/s/ Thomas A. Andruskevich
 
Director
 
March 30, 2015
Thomas A. Andruskevich
 
 
 
 
 
 
 
 
 
/s/ Leslie D. Michelson
 
Director
 
March 30, 2015
Leslie D. Michelson
 
 
 
 
 
 
 
 
 
/s/ Edward G. Rendell
 
Director
 
March 30, 2015
Edward G. Rendell
 
 
 
 
 
 
 
 
 
/s/ Bruce D. Frank
 
Director
 
March 30, 2015
Bruce D. Frank
 
 
 
 
____________________________________
*
Each person is signing in his capacity as an officer and/or director of American Realty Capital Properties, Inc., which is the sole general partner of ARC Properties Operating Partnership, L.P.


86
Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
Financial Statements
 


F-1
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
American Realty Capital Properties, Inc.
We have audited the accompanying consolidated balance sheets of American Realty Capital Properties, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits of the basic consolidated financial statements included the financial statement schedules listed in the Index to Consolidated Financial Statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.
We conducted our audits 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. 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.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Realty Capital Properties, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 30, 2015 expressed an adverse opinion.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
March 30, 2015

F-2
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of General Partner and Limited Partners
ARC Properties Operating Partnership, L.P. and subsidiaries
We have audited the accompanying consolidated balance sheets of ARC Properties Operating Partnership, L.P. (a Delaware partnership) and subsidiaries (collectively the “Operating Partnership”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits of the basic consolidated financial statements included the financial statement schedules listed in the Index to Consolidated Financial Statements. These financial statements and financial statement schedules are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.
We conducted our audits 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. We were not engaged to perform an audit of the Operating Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ARC Properties Operating Partnership, L.P. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/ GRANT THORNTON LLP
Phoenix, Arizona
March 30, 2015


F-3
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)

 
 
December 31, 2014
 
December 31, 2013
ASSETS
 
 
 
 
Real estate investments, at cost:
 
 
 
 
Land
 
$
3,472,298

 
$
1,380,308

Buildings, fixtures and improvements
 
12,307,758

 
5,297,400

Land and construction in progress
 
77,450

 
21,839

Intangible lease assets
 
2,435,054

 
759,595

Total real estate investments, at cost
 
18,292,560

 
7,459,142

Less: accumulated depreciation and amortization
 
(1,034,122
)
 
(267,278
)
Total real estate investments, net
 
17,258,438

 
7,191,864

Investment in unconsolidated entities
 
98,053

 
—

Investment in direct financing leases, net
 
56,076

 
66,112

Investment securities, at fair value
 
58,646

 
62,067

Loans held for investment, net
 
42,106

 
26,279

Cash and cash equivalents
 
416,711

 
52,725

Restricted cash
 
62,651

 
35,921

Intangible assets, net
 
150,359

 
—

Deferred costs and other assets, net
 
389,922

 
280,661

Goodwill
 
1,894,794

 
92,789

Due from affiliates
 
86,122

 
—

Assets held for sale
 
1,261

 
665

Total assets
 
$
20,515,139


$
7,809,083

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Mortgage notes payable, net
 
$
3,759,935

 
$
1,301,114

Corporate bonds, net
 
2,546,499

 
—

Convertible debt, net
 
977,521

 
972,490

Credit facilities
 
3,184,000

 
1,969,800

Other debt, net
 
45,826

 
104,804

Below-market lease liabilities, net
 
317,838

 
77,169

Accounts payable and accrued expenses
 
163,025

 
730,571

Deferred rent, derivative and other liabilities
 
127,611

 
40,271

Distributions payable
 
9,995

 
10,903

Due to affiliates
 
559

 
103,434

Total liabilities
 
11,132,809

 
5,310,556

Commitments and contingencies (Note 17)
 


 


Series D preferred stock, $0.01 par value, zero and 21,735,008 shares (part of 100,000,000 aggregate preferred shares authorized) issued and outstanding at December 31, 2014 and 2013, respectively
 
—

 
269,299

Equity:
 
 
 
 
Preferred stock (excluding Series D Preferred Stock), $0.01 par value, 100,000,000 shares authorized and 42,834,138 and 42,199,547 shares issued and outstanding at December 31, 2014 and 2013, respectively
 
428

 
422

Common stock, $0.01 par value, 1,500,000,000 shares authorized and 905,530,430 and 239,234,725 issued and outstanding at December 31, 2014 and 2013, respectively
 
9,055

 
2,392

Additional paid-in capital
 
11,920,253

 
2,940,907

Accumulated other comprehensive income
 
2,728

 
7,666

Accumulated deficit
 
(2,778,576
)
 
(877,957
)
Total stockholders’ equity
 
9,153,888

 
2,073,430

Non-controlling interests
 
228,442

 
155,798

Total equity
 
9,382,330

 
2,229,228

Total liabilities and equity
 
$
20,515,139

 
$
7,809,083


The accompanying notes are an integral part of these statements.

F-4
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC.  
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Revenues:
 
 
 
 
 
 
Rental income
 
$
1,271,574

 
$
310,508

 
$
65,262

Direct financing lease income
 
3,603

 
2,244

 
—

Operating expense reimbursements
 
100,522

 
16,571

 
1,945

Cole Capital revenue
 
203,558

 
—

 
—

Total revenues
 
1,579,257


329,323


67,207

Operating expenses:
 
 
 
 
 
 
Cole Capital reallowed fees and commissions
 
66,228

 
—

 
—

Acquisition related   (including $1,652, $37,564 and $28,656 to affiliates, respectively)
 
38,831

 
76,113

 
45,070

Merger and other non-routine transactions   (including $137,778, $156,146 and $0 to affiliates, respectively)
 
200,514

 
210,543

 
2,603

Property operating
 
137,741

 
23,616

 
3,522

Management fees to affiliates
 
13,888

 
17,462

 
212

General and administrative   (including $16,089, $103,206 and $826 to affiliates, respectively)
 
174,741

 
123,172

 
5,458

Depreciation and amortization
 
916,003

 
210,976

 
40,957

Impairments
 
409,991

 
3,346

 
—

Total operating expenses
 
1,957,937


665,228


97,822

Operating loss
 
(378,680
)

(335,905
)

(30,615
)
Other (expense) income:
 
 
 
 
 
 
Interest expense, net
 
(452,648
)
 
(105,548
)
 
(11,856
)
Extinguishment of debt, net
 
(21,869
)
 
—

 
—

Other income, net
 
123,529

 
3,824

 
979

Loss on derivative instruments, net
 
(10,570
)
 
(67,946
)
 
—

Loss on held for sale assets and disposition of properties, net
 
(277,031
)
 
—

 
—

Loss on sale of investments in affiliates
 
—

 
(411
)
 
—

Gain (loss) on sale of investments
 
6,357

 
(1,795
)
 
—

Total other expenses, net
 
(632,232
)

(171,876
)

(10,877
)
Net loss from continuing operations
 
(1,010,912
)

(507,781
)

(41,492
)
Discontinued operations:
 
 
 
 
 
 
Loss from operations of held for sale assets
 
—

 
(34
)
 
(145
)
Loss on held for sale properties
 
—

 
—

 
(600
)
Net loss from discontinued operations
 
—

 
(34
)
 
(745
)
Net loss
 
(1,010,912
)
 
(507,815
)
 
(42,237
)
Net loss attributable to non-controlling interests
 
33,727

 
16,316

 
585

Net loss attributable to the Company
 
$
(977,185
)
 
$
(491,499
)
 
$
(41,652
)
 
 
 
 
 
 
 
Basic and diluted net loss per share from continuing operations attributable to common stockholders
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.40
)
Basic and diluted net loss per share from discontinued operations attributable to common stockholders
 
$
0.00

 
$
0.00

 
$
(0.01
)
Basic and diluted net loss per share attributable to common stockholders
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.41
)

The accompanying notes are an integral part of these statements.

F-5
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC.  
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Net loss
 
$
(1,010,912
)
 
$
(507,815
)
 
$
(42,237
)
Other comprehensive income:
 
 
 
 
 
 
Designated derivatives, fair value adjustments
 
(7,002
)
 
11,481

 
(3,743
)
Unrealized gain (loss) on investment securities, net
 
9,716

 
119

 
(93
)
Reclassification of previous unrealized gains on investment securities into net loss
 
(7,652
)
 
—

 
—

Total other comprehensive (loss) income
 
(4,938
)
 
11,600


(3,836
)
 
 
 
 
 
 
 
Total comprehensive loss
 
(1,015,850
)
 
(496,215
)
 
(46,073
)
Comprehensive loss attributable to non-controlling interests
 
33,727

 
16,316

 
585

Total comprehensive loss attributable to the Company
 
$
(982,123
)

$
(479,899
)

$
(45,488
)

The accompanying notes are an integral part of these statements.



F-6
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(In thousands, except for share data)

 
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number
of Shares
 
Par
Value
 
Number
of Shares
 
Par
Value
 
Additional Paid-In Capital
 
Accumulated Other Comprehensive Income
 
Accumulated
Deficit
 
Total Stock-holders’ Equity
 
Non-Controlling Interests
 
Total Equity
Balance, January 1, 2012
 
—

 
$
—

 
17,162,016

 
$
172

 
$
144,230

 
$
(98
)
 
$
(7,218
)
 
$
137,086

 
$
3,702

 
$
140,788

Issuance of preferred stock
 
6,990,328

 
70

 
—

 
—

 
8,992

 
—

 
—

 
9,062

 
—

 
9,062

Issuance of common stock
 
—

 
—

 
164,775,688

 
1,648

 
1,911,126

 
—

 
—

 
1,912,774

 
—

 
1,912,774

Excess of ARCT IV Merger considerations over historical cost
 
—

 
—

 
—

 
—

 
(93,421
)
 
—

 
—

 
(93,421
)
 
—

 
(93,421
)
Offering costs, commissions and dealer manager fees (1)
 
—

 
—

 
—

 
—

 
(218,431
)
 
—

 
—

 
(218,431
)
 
—

 
(218,431
)
Common stock issued through dividend reinvestment plan
 
—

 
—

 
2,686,141

 
27

 
27,109

 
—

 
—

 
27,136

 
—

 
27,136

Equity-based compensation
 
—

 
—

 
112,950

 
1

 
1,229

 
—

 
—

 
1,230

 
—

 
1,230

Distributions declared
 
—

 
—

 
—

 
—

 
—

 
—

 
(75,416
)
 
(75,416
)
 
—

 
(75,416
)
Common stock repurchases
 
—

 
—

 
(183,119
)
 
(2
)
 
(1,951
)
 
—

 
—

 
(1,953
)
 
—

 
(1,953
)
OP Units issued to acquire real estate investment
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
6,352

 
6,352

Contributions from non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
7,375

 
7,375

Distributions to non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(663
)
 
(663
)
Net loss
 
—

 
—

 
—

 
—

 
—

 
—

 
(41,652
)
 
(41,652
)
 
(585
)
 
(42,237
)
Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
(3,836
)
 
—

 
(3,836
)
 
—

 
(3,836
)
Balance, December 31, 2012
 
6,990,328


$
70


184,553,676


$
1,846


$
1,778,883


$
(3,934
)

$
(124,286
)

$
1,652,579


$
16,181


$
1,668,760

Issuances of preferred stock
 
36,037,691

 
360

 
—

 
—

 
—

 
—

 
—

 
360

 
—

 
360

Issuance of common stock
 
—

 
—

 
78,215,719

 
781

 
2,153,144

 
—

 
—

 
2,153,925

 
—

 
2,153,925

Excess of ARCT IV Merger considerations over historical cost
 
—

 
—

 
—

 
—

 
(558,089
)
 
—

 
—

 
(558,089
)
 
—

 
(558,089
)
Offering costs, commissions and dealer manager fees (1)
 
—

 
—

 
—

 
—

 
(165,531
)
 
—

 
—

 
(165,531
)
 
—

 
(165,531
)
Common stock issued through dividend reinvestment plan
 
—

 
—

 
940,737

 
10

 
25,554

 
—

 
—

 
25,564

 
—

 
25,564

Common stock repurchases
 
—

 
—

 
(28,319,972
)
 
(283
)
 
(357,758
)
 
—

 
—

 
(358,041
)
 
—

 
(358,041
)
Conversion of Convertible Preferred Stock Series A and B to common stock
 
(828,472
)
 
(8
)
 
829,629

 
8

 
—

 
—

 
—

 
—

 
—

 
—

Issuance of common stock in conversion of Convertible Preferred Stock Series C
 
—

 
—

 
1,411,030

 
14

 
17,382

 
—

 
—

 
17,396

 
—

 
17,396

Conversion of OP Units to common stock
 
—

 
—

 
599,233

 
6

 
5,794

 
—

 
—

 
5,800

 
(5,800
)
 
—

Equity-based compensation
 
—

 
—

 
1,004,673

 
10

 
7,952

 
—

 
—

 
7,962

 
32,700

 
40,662

Equity component of convertible debt
 
—

 
—

 
—

 
—

 
28,559

 
—

 
—

 
28,559

 
—

 
28,559

Contribution from the Former Manager
 
—

 
—

 
—

 
—

 
2,313

 
—

 
—

 
2,313

 
—

 
2,313

 Consideration paid for assets of the Former Manager in excess of carryover basis
 
—

 
—

 
—

 
—

 
2,704

 
—

 
(2,704
)
 
—

 
—

 
—

 Distributions declared
 
—

 
—

 
—

 
—

 
—

 
—

 
(259,468
)
 
(259,468
)
 
—

 
(259,468
)
Issuance of OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
107,771

 
107,771

 Contributions from non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
30,861

 
30,861

 Distributions to non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(9,014
)
 
(9,014
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The consolidated statements of changes in equity continue onto the next page.

F-7
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY – (Continued)
(In thousands, except for share data)

 
 
Preferred Stock
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number
of Shares
 
Par
Value
 
Number
of Shares
 
Par
Value
 
Additional Paid-In Capital
 
Accumulated Other Comprehensive Income
 
Accumulated
Deficit
 
Total Stock-holders’ Equity
 
Non-Controlling Interests
 
Total Equity
Non-controlling interests retained in CapLease Merger
 
—

 
$
—

 
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
567

 
$
567

 Redemption of OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1,152
)
 
(1,152
)
Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
11,600

 
—

 
11,600

 
—

 
11,600

Net loss
 
—

 
—

 
—

 
—

 
—

 


 
(491,499
)
 
(491,499
)
 
(16,316
)
 
(507,815
)
Balance, December 31, 2013
 
42,199,547


$
422


239,234,725


$
2,392


$
2,940,907


$
7,666


$
(877,957
)

$
2,073,430


$
155,798


$
2,229,228

Issuance of common stock, net (1)
 
—

 
—

 
662,305,318

 
6,623

 
8,923,640

 
—

 
—

 
8,930,263

 
—

 
8,930,263

Conversion of Common OP Units to common stock
 
—

 
—

 
1,108,351

 
11

 
16,035

 
—

 
—

 
16,046

 
(16,046
)
 
—

Conversion of Preferred OP Units to Series F Preferred Stock
 
634,591

 
6

 
—

 
—

 
12,671

 
—

 
—

 
12,677

 
(12,677
)
 
—

 Repurchases of common stock to settle tax obligation
 
—

 
—

 
(551,664
)
 
(5
)
 
(7,685
)
 
—

 
—

 
(7,690
)
 
—

 
(7,690
)
Equity-based compensation
 
—

 
—

 
3,433,701

 
34

 
30,227

 
—

 
—

 
30,261

 
1,600

 
31,861

Excess tax benefit
 
—

 
—

 
—

 
—

 
4,458

 
—

 
—

 
4,458

 
—

 
4,458

Distributions declared on common stock
 
—

 
—

 
—

 
—

 
—

 
—

 
(819,377
)
 
(819,377
)
 
—

 
(819,377
)
Issuance of OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
152,484

 
152,484

Distributions to non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(36,318
)
 
(36,318
)
Distributions to participating securities
 
—

 
—

 
—

 
—

 
—

 
—

 
(5,335
)
 
(5,335
)
 
—

 
(5,335
)
Distributions to preferred shareholders
 
—

 
—

 
—

 
—

 
—

 
—

 
(98,722
)
 
(98,722
)
 
—

 
(98,722
)
Contributions from non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
982

 
982

Non-controlling interests retained in Cole Merger
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
24,766

 
24,766

Redemption of OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(8,420
)
 
(8,420
)
Net loss
 
—

 
—

 
—

 
—

 
—

 
—

 
(977,185
)
 
(977,185
)
 
(33,727
)
 
(1,010,912
)
Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
(4,938
)
 
—

 
(4,938
)
 
—

 
(4,938
)
Balance, December 31, 2014
 
42,834,138

 
$
428

 
905,530,431

 
$
9,055

 
$
11,920,253

 
$
2,728

 
$
(2,778,576
)
 
$
9,153,888

 
$
228,442

 
$
9,382,330

_______________________________________________
( 1) Includes $2.2 million , $161.8 million and $211.4 million to affiliates for the years ended December 31, 2014 , December 31, 2013 , and December 31, 2012 , respectively.
The accompanying notes are an integral part of these statements.




F-8
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Cash flows from operating activities:
 
 

 
 

 
 
Net loss
 
$
(1,010,912
)
 
$
(507,815
)
 
$
(42,237
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Issuance of OP Units
 
92,884

 
107,771

 
—

Depreciation and amortization
 
1,007,164

 
238,307

 
43,152

Loss on held for sale assets and disposition of properties, net
 
277,031

 
—

 
600

Impairments
 
409,991

 
3,346

 
—

Equity-based compensation
 
31,861

 
100,261

 
1,230

Equity in income of unconsolidated entities
 
77

 
—

 
—

Distributions from unconsolidated entities
 
8,335

 
—

 
—

Loss on derivative instruments
 
10,570

 
(1,739
)
 
—

(Gain) loss on sale of investments, net
 
(6,357
)
 
2,206

 
—

Loss on extinguishment of debt
 
(14,012
)
 
—

 
—

Loss on extinguishment of Series C Stock
 
—

 
13,749

 
—

Note receivable issued in legal settlement
 
(15,300
)
 
—

 
—

Changes in assets and liabilities:
 
 
 
 
 


 Investment in direct financing leases
 
1,597

 
2,505

 
—

Deferred costs, intangible and other assets, net
 
(97,125
)
 
(19,851
)
 
(5,089
)
Due from affiliates
 
(32,821
)
 
—

 
—

Accounts payable and accrued expenses
 
(16,279
)
 
20,789

 
8,277

Deferred rent, derivative and other liabilities
 
(99,930
)
 
8,555

 
3,507

Due to affiliates
 
(43,887
)
 
43,834

 
—

Net cash provided by operating activities
 
502,887

 
11,918


9,440

Cash flows from investing activities:
 
 
 
 
 
 
Investments in real estate and other assets
 
(3,539,906
)
 
(3,520,412
)
 
(1,659,536
)
Acquisition of a real estate business, net of cash acquired
 
(756,232
)
 
(878,898
)
 
—

Investment in direct financing leases
 
—

 
(68,617
)
 
—

Capital expenditures
 
(34,687
)
 
(9,755
)
 
(54
)
Real estate developments
 
(72,515
)
 
—

 
—

Principal repayments received from borrowers
 
77,614

 
442

 
—

Investments in unconsolidated entities
 
(2,500
)
 
—

 
—

Proceeds from disposition of properties
 
1,598,767

 
—

 
553

Investment in leasehold improvements, property and equipment
 
(11,890
)
 
(543
)
 
—

Deposits for real estate investments
 
(265,372
)
 
(101,887
)
 
(638
)
Uses and refunds of deposits for real estate investments
 
347,971

 
—

 
—

Purchases of investment securities
 
—

 
(81,590
)
 
(41,747
)
Line of credit advances to affiliates
 
(125,000
)
 
—

 
—

Line of credit repayments from affiliates
 
81,100

 
—

 
—

Investment in loans held for investment
 
(2,952
)
 
—

 
—

Proceeds from sale of investment securities
 
159,752

 
119,542

 
—

Change in restricted cash
 
(8,606
)
 
—

 
—

Net cash used in investing activities
 
(2,554,456
)
 
(4,541,718
)

(1,701,422
)
Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from mortgage notes payable
 
1,010,219

 
6,924

 
229,798

Payments on mortgage notes payable
 
(1,143,503
)
 
(5,711
)
 
—

Payments on other debt
 
(112,003
)
 
(9,368
)
 
—

Proceeds from credit facilities
 
5,824,000

 
2,678,800

 
82,319

Payments on credit facilities
 
(5,918,800
)
 
(954,604
)
 
(122
)
Proceeds from corporate bonds
 
2,545,760

 
—

 
—

Payments of deferred financing costs
 
(116,373
)
 
(101,196
)
 
(13,974
)
Proceeds from issuance of convertible debt
 
—

 
967,786

 
—

Common stock repurchases
 
(7,690
)
 
(359,193
)
 
(1,534
)
Proceeds from issuances of preferred shares
 
—

 
—

 
9,000

The consolidated statements of cash flows continue onto the next page.

F-9
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Proceeds from issuance of Series C Stock
 
$
—

 
$
445,000

 
$
—

Cash payment on settlement of Series C Stock
 
—

 
(441,353
)
 
—

Proceeds from issuance of Series D Preferred Stock
 
—

 
287,991

 
—

Proceeds from issuances of common stock, net offering costs
 
1,595,045

 
1,993,159

 
1,691,412

Redemption of Series D Preferred Stock
 
(316,126
)
 
—

 
—

Contributions from non-controlling interest holders
 
982

 
30,861

 
7,375

Distributions to non-controlling interest holders
 
(30,150
)
 
(8,219
)
 
(663
)
Distributions paid
 
(920,264
)
 
(234,897
)
 
(37,673
)
Windfall tax benefits related to equity-based compensation
 
4,458

 
—

 
—

Payments from affiliates, net
 
—

 
(376
)
 
396

Change in restricted cash
 
—

 
(5,654
)
 
(1,108
)
Net cash provided by financing activities
 
2,415,555

 
4,289,950


1,965,226

Net change in cash and cash equivalents
 
363,986

 
(239,850
)
 
273,244

Cash and cash equivalents, beginning of period
 
52,725

 
292,575

 
19,331

Cash and cash equivalents, end of period
 
$
416,711

 
$
52,725


$
292,575

Supplemental Disclosures:
 
 
 
 
 
 
Cash paid for interest
 
$
330,652

 
$
49,549

 
$
8,983

Cash paid for income taxes
 
$
7,616

 
$
1,711

 
$
173

Non-cash investing and financing activities:
 
 
 
 
 
 
OP units issued to acquire real estate investments
 
$
—

 
$
—

 
$
6,352

Accrued capital expenditures and real estate developments
 
$
6,868

 
$
—

 
$
—

Common stock issued through distribution reinvestment plan
 
$
—

 
$
25,568

 
$
27,136


The accompanying notes are an integral part of these statements.

F-10
Table of Contents
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)

 
 
December 31, 2014
 
December 31, 2013
ASSETS
 
 
 
 
Real estate investments, at cost:
 
 
 
 
Land
 
$
3,472,298

 
$
1,380,308

Buildings, fixtures and improvements
 
12,307,758

 
5,297,400

Land and construction in progress
 
77,450

 
21,839

Intangible lease assets
 
2,435,054

 
759,595

Total real estate investments, at cost
 
18,292,560

 
7,459,142

Less: accumulated depreciation and amortization
 
(1,034,122
)
 
(267,278
)
Total real estate investments, net
 
17,258,438

 
7,191,864

Investment in unconsolidated entities
 
98,053

 
—

Investment in direct financing leases, net
 
56,076

 
66,112

Investment securities, at fair value
 
58,646

 
62,067

Loans held for investment, net
 
42,106

 
26,279

Cash and cash equivalents
 
416,711

 
52,725

Restricted cash
 
62,651

 
35,921

Intangible assets, net
 
150,359

 
—

Deferred costs and other assets, net
 
389,922

 
280,661

Goodwill
 
1,894,794

 
92,789

Due from affiliates
 
86,122

 
—

Assets held for sale
 
1,261

 
665

Total assets
 
$
20,515,139


$
7,809,083

 
 
 
 
 
LIABILITIES AND EQUITY
 
 

 
 

Mortgage notes payable, net
 
$
3,759,935

 
$
1,301,114

Corporate bonds, net
 
2,546,499

 
—

Convertible debt, net
 
977,521

 
972,490

Credit facilities
 
3,184,000

 
1,969,800

Other debt, net
 
45,826

 
104,804

Below-market lease liabilities, net
 
317,838

 
77,169

Accounts payable and accrued expenses
 
163,025

 
730,571

Deferred rent, derivative and other liabilities
 
127,611

 
40,271

Distributions payable
 
9,995

 
10,903

Due to affiliates
 
559

 
103,434

Total liabilities
 
11,132,809


5,310,556

Commitments and contingencies (Note 17)
 


 


General partner’s Series D Preferred equity, zero and 21,735,008 General Partner Preferred Units issued and outstanding at December 31, 2014 and 2013, respectively
 
—

 
269,299

Equity:
 
 
 
 
General partner’s common equity, 905,544,559 and 239,248,853 General Partner OP Units issued and outstanding at December 31, 2014 and 2013, respectively
 
8,157,167

 
1,018,123

General partner’s preferred equity (excluding Series D Preferred equity), 42,834,138 and 42,199,547 General Partner Preferred Units issued and outstanding at December 31, 2014 and 2013, respectively
 
996,987

 
1,054,989

Limited partners’ common equity, 23,763,797 and 17,832,274 Limited Partner OP Units issued and outstanding at December 31, 2014 and 2013, respectively
 
201,102

 
139,083

Limited partners’ preferred equity, 86,874,000 and 721,465,000 Limited Partner Preferred Units issued and outstanding at December 31, 2014 and 2013, respectively
 
3,375

 
16,466

Total partners’ equity
 
9,358,631


2,228,661

Non-controlling interests
 
23,699

 
567

Total equity
 
9,382,330


2,229,228

Total liabilities and equity
 
$
20,515,139


$
7,809,083

The accompanying notes are an integral part of these statements.


F-11
Table of Contents
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for unit data)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Revenues:
 
 
 
 
 
 
Rental income
 
$
1,271,574

 
$
310,508

 
$
65,262

Direct financing lease income
 
3,603

 
2,244

 
—

Operating expense reimbursements
 
100,522

 
16,571

 
1,945

Cole Capital revenue
 
203,558

 
—

 
—

Total revenues
 
1,579,257


329,323


67,207

Operating expenses:
 
 
 
 
 
 
Cole Capital reallowed fees and commissions
 
66,228

 
—

 
—

Acquisition related (including $1,652, $37,564 and $28,656 to affiliates, respectively)
 
38,831

 
76,113

 
45,070

Merger and other non-routine transactions (including $137,778, $156,146 and $0 to affiliates, respectively)
 
200,514

 
210,543

 
2,603

Property operating
 
137,741

 
23,616

 
3,522

Management fees to affiliates
 
13,888

 
17,462

 
212

General and administrative (including $16,089, $103,206 and $826 to affiliates, respectively)
 
174,741

 
123,172

 
5,458

Depreciation and amortization
 
916,003

 
210,976

 
40,957

Impairments
 
409,991

 
3,346

 
—

Total operating expenses
 
1,957,937


665,228


97,822

Operating loss
 
(378,680
)

(335,905
)

(30,615
)
Other (expense) income:
 
 
 
 
 
 
Interest expense, net
 
(452,648
)
 
(105,548
)
 
(11,856
)
Extinguishment of debt, net
 
(21,869
)
 
—

 
—

Other income, net
 
123,529

 
3,824

 
979

Loss on derivative instruments, net
 
(10,570
)
 
(67,946
)
 
—

Loss on held for sale assets and disposition of properties, net
 
(277,031
)
 
—

 
—

Loss on sale of investments in affiliates
 
—

 
(411
)
 
—

Gain (loss) on sale of investments
 
6,357

 
(1,795
)
 
—

Total other expenses, net
 
(632,232
)

(171,876
)

(10,877
)
Net loss from continuing operations
 
(1,010,912
)

(507,781
)

(41,492
)
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
Loss from operations of held for sale assets
 
—

 
(34
)
 
(145
)
Loss on held for sale properties
 
—

 
—

 
(600
)
Net loss from discontinued operations
 
—

 
(34
)
 
(745
)
Net loss
 
(1,010,912
)
 
(507,815
)
 
(42,237
)
Net loss attributable to non-controlling interests
 
154

 
—

 
—

Net loss attributable to the unitholders
 
$
(1,010,758
)

$
(507,815
)

$
(42,237
)
 
 
 
 
 
 
 
 Basic and diluted net loss from continuing operations per unit attributable to common unitholders
 
$
(1.36
)
 
$
(2.39
)
 
$
(0.40
)
 Basic and diluted net loss from discontinued operations per unit attributable to common unitholders
 
$
0.00

 
$
0.00

 
$
(0.01
)
 Basic and diluted net loss per unit attributable to common unitholders
 
$
(1.36
)
 
$
(2.39
)
 
$
(0.41
)

The accompanying notes are an integral part of these statements.

F-12
Table of Contents
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Net loss
 
$
(1,010,912
)
 
$
(507,815
)
 
$
(42,237
)
Other comprehensive income:
 
 
 
 
 
 
Designated derivatives, fair value adjustments
 
(7,002
)
 
11,481

 
(3,743
)
Unrealized gain (loss) on investment securities, net
 
9,716

 
119

 
(93
)
Reclassification of previous unrealized gains on investment securities into net loss
 
(7,652
)
 
—

 
—

Total other comprehensive (loss) income
 
(4,938
)

11,600


(3,836
)
 
 
 
 
 
 
 
Total comprehensive loss
 
(1,015,850
)
 
(496,215
)

(46,073
)
Comprehensive loss attributable to non-controlling interests
 
154

 
—

 
—

Total comprehensive loss attributable to unitholders
 
$
(1,015,696
)
 
$
(496,215
)

$
(46,073
)

The accompanying notes are an integral part of these statements.


F-13
Table of Contents
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(In thousands, except for unit data)

 
 
Preferred Units
 
Common Units
 
 
 
 
 
 
 
 
General Partner
 
Limited Partner
 
General Partner
 
Limited Partner
 
 
 
 
 
 
 
 
Number of Units
 
Capital
 
Number of Units
 
Capital
 
Number of Units
 
Capital
 
Number of Units
 
Capital
 
Total Partners' Capital
 
Non-Controlling Interests
 
Total Capital
 Balance, January 1, 2012
 
—

 
$
—

 
—

 
$
—

 
17,162,016

 
$
137,088

 
310,000

 
$
3,700

 
$
140,788

 
$
—

 
140,788

 Issuance of Common OP Units
 
—

 
—

 
—

 
—

 
164,775,688

 
1,758,789

 
—

 
—

 
1,758,789

 
—

 
1,758,789

 Issuance of Common OP Units through distribution reinvestment plan
 
—

 
—

 
—

 
—

 
2,686,141

 
27,136

 
—

 
—

 
27,136

 
—

 
27,136

 Offering costs, commissions and dealer manager fees (1)
 
—

 
—

 
—

 
—

 
—

 
(218,431
)
 
—

 
—

 
(218,431
)
 
—

 
(218,431
)
 Repurchases of Common OP Units
 
—

 
—

 
—

 
—

 
(183,119
)
 
(1,953
)
 
—

 
—

 
(1,953
)
 
—

 
(1,953
)
 Issuance of Preferred OP Units
 
828,472

 
9,000

 
—

 
—

 
—

 
—

 
—

 
—

 
9,000

 
—

 
9,000

 Excess of ARCT IV Merger considerations over historical cost
 
6,161,856

 
154,047

 
—

 
—

 
—

 
—

 
—

 
—

 
154,047

 
—

 
154,047

 Conversion of Limited Partners’ Common OP Units to General Partner’s Common OP units
 
—

 
—

 
—

 
—

 
—

 
(93,421
)
 
—

 
—

 
(93,421
)
 
—

 
(93,421
)
 Distributions declared on Common OP Units
 
—

 
—

 
—

 
—

 
112,950

 
1,230

 
—

 
—

 
1,230

 
—

 
1,230

 Issuance of Limited Partner OP Units, net
 
—

 
—

 
—

 
—

 
—

 
(75,416
)
 
—

 
—

 
(75,416
)
 
—

 
(75,416
)
 Contribution transactions
 
—

 
—

 
—

 
—

 
—

 
—

 
576,376

 
6,352

 
6,352

 
—

 
6,352

 Contributions from non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
734,973

 
7,375

 
7,375

 
—

 
7,375

 Distributions to non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(663
)
 
(663
)
 
—

 
(663
)
 Net loss
 
—

 
—

 
—

 
—

 
—

 
(41,652
)
 
—

 
(585
)
 
(42,237
)
 
—

 
(42,237
)
 Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
(3,783
)
 
—

 
(53
)
 
(3,836
)
 
—

 
(3,836
)
 Balance, December 31, 2012
 
6,990,328

 
$
163,047

 
—

 
$
—

 
184,553,676

 
$
1,489,587

 
1,621,349

 
$
16,126

 
$
1,668,760

 
$
—

 
$
1,668,760

 Issuance of Common OP Units
 
—

 
—

 
—

 
—

 
78,215,719

 
1,253,343

 
—

 
—

 
1,253,343

 
—

 
1,253,343

 Issuance of Common OP Units through distribution reinvestment plan
 
—

 
—

 
—

 
—

 
940,737

 
25,564

 
—

 
—

 
25,564

 
—

 
25,564

 Offering costs, commissions and dealer manager fees (1)
 
—

 
—

 
—

 
—

 
—

 
(165,531
)
 
—

 
—

 
(165,531
)
 
—

 
(165,531
)
 Repurchases of Common OP Units
 
—

 
—

 
—

 
—

 
(28,305,844
)
 
(358,041
)
 
—

 
—

 
(358,041
)
 
—

 
(358,041
)
 Issuance of Preferred OP Units
 
36,037,691

 
900,942

 
721,465

 
16,466

 
—

 
—

 
630,689

 
14,395

 
931,803

 
—

 
931,803

 Excess of ARCT IV Merger considerations over historical cost
 
—

 
—

 
—

 
—

 
—

 
(558,089
)
 
—

 
—

 
(558,089
)
 
—

 
(558,089
)
 Conversion of Limited Partners’ Common OP Units to General Partner's Common OP units
 
—

 
—

 
—

 
—

 
599,233

 
5,800

 
(599,233
)
 
(5,800
)
 
—

 
—

 
—

 Conversion of General Partner’s Preferred Units to General Partner’s Common OP Units
 
(828,472
)
 
(9,000
)
 
—

 
—

 
829,629

 
9,000

 
—

 
—

 
—

 
—

 
—

 Issuance of Common OP Units in conversion of Convertible Perferred OP Units Series C
 
—

 
—

 
—

 
—

 
1,411,030

 
17,396

 
—

 
—

 
17,396

 
—

 
17,396

 Equity-based compensation
 
—

 
—

 
—

 
—

 
1,004,673

 
7,962

 
8,241,100

 
32,700

 
40,662

 
—

 
40,662

 Equity component of convertible debt
 
—

 
—

 
—

 
—

 
—

 
28,559

 
—

 
—

 
28,559

 
—

 
28,559

 Contribution from Advisor
 
—

 
—

 
—

 
—

 
—

 
2,313

 
—

 
—

 
2,313

 
—

 
2,313

 Distributions declared on Common OP Units
 
—

 
—

 
—

 
—

 
—

 
(259,468
)
 
—

 
—

 
(259,468
)
 
—

 
(259,468
)
 Issuance of Common OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
8,029,545

 
107,771

 
107,771

 
—

 
107,771

 Non-controlling interest retained in Caplease merger
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
567

 
567

 Redemption of Common OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
(91,176
)
 
(1,152
)
 
(1,152
)
 
—

 
(1,152
)
 Distributions to non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(9,014
)
 
(9,014
)
 
—

 
(9,014
)
The consolidated statement of changed in equity continues onto the next page.

F-14
Table of Contents
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY – (Continued)
(In thousands, except for unit data)

 
 
Preferred Units
 
Common Units
 
 
 
 
 
 
 
 
General Partner
 
Limited Partner
 
General Partner
 
Limited Partner
 
 
 
 
 
 
 
 
Number of Units
 
Capital
 
Number of Units
 
Capital
 
Number of Units
 
Capital
 
Number of Units
 
Capital
 
Total Partners' Capital
 
Non-Controlling Interests
 
Total Capital
 Net loss
 
—

 
$
—

 
—

 
$
—

 
—

 
$
(491,499
)
 
$
—

 
$
(16,316
)
 
$
(507,815
)
 
$
—

 
$
(507,815
)
 Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
11,227

 
—

 
373

 
11,600

 
—

 
11,600

 Balance, December 31, 2013
 
42,199,547

 
$
1,054,989

 
721,465

 
$
16,466

 
239,248,853

 
$
1,018,123

 
17,832,274

 
$
139,083

 
$
2,228,661

 
$
567

 
$
2,229,228

 Issuance of common OP units, net (1)
 
—

 
—

 
—

 
—

 
662,305,318

 
8,930,263

 
7,956,297

 
152,484

 
9,082,747

 
—

 
9,082,747

 Conversion of Limited Partners’ Common OP Units to General Partner’s Common OP Units
 
—

 
—

 
—

 
—

 
1,108,351

 
16,046

 
(1,108,351
)
 
(16,046
)
 
—

 
—

 
—

 Conversion of Limited Partners’ Preferred OP Units to General Partner’s Preferred OP Units
 
634,591

 
12,677

 
(634,591
)
 
(12,677
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 Issuance of Common OP Units in connection with share awards, net
 
—

 
—

 
—

 
—

 
(551,664
)
 
(7,690
)
 
—

 
—

 
(7,690
)
 
—

 
(7,690
)
 Equity-based compensation
 
—

 
—

 
—

 
—

 
3,433,701

 
30,261

 
—

 
1,600

 
31,861

 
—

 
31,861

 Excess tax benefit
 
—

 
—

 
—

 
—

 
—

 
4,458

 
—

 
—

 
4,458

 
—

 
4,458

 Distributions to Common OP Units, LTIPs and non-controlling interests
 
—

 
—

 
—

 
—

 
—

 
(824,712
)
 
—

 
(33,856
)
 
(858,568
)
 
(2,462
)
 
(861,030
)
 Distributions to Preferred OP Units
 
—

 
(70,679
)
 
—

 
(414
)
 
—

 
(27,629
)
 
—

 
—

 
(98,722
)
 
—

 
(98,722
)
 Contributions from non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
982

 
982

 Non-controlling interests retained in Cole Merger
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
24,766

 
24,766

 Redemption of OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
(916,423
)
 
(8,420
)
 
(8,420
)
 
—

 
(8,420
)
 Net loss
 
—

 
—

 
—

 
—

 
—

 
(977,185
)
 
—

 
(33,573
)
 
(1,010,758
)
 
(154
)
 
(1,010,912
)
 Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
(4,768
)
 
—

 
(170
)
 
(4,938
)
 
—

 
(4,938
)
Balance, December 31, 2014
 
42,834,138


$
996,987


86,874


$
3,375


905,544,559


$
8,157,167


23,763,797


$
201,102


$
9,358,631


$
23,699


$
9,382,330

_______________________________________________
( 1) Includes $2.2 million , $161.8 million and $211.4 million to affiliates for the years ended December 31, 2014 , December 31, 2013 , and December 31, 2012 , respectively.

The accompanying notes are an integral part of these statements.


F-15
Table of Contents
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Cash flows from operating activities:
 


 


 
 
Net loss
 
$
(1,010,912
)
 
$
(507,815
)
 
$
(42,237
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
Issuance of common units in connection with the ARCT III and ARCT IV mergers
 
92,884

 
107,771

 
—

Depreciation and amortization
 
1,007,164

 
238,307

 
43,152

Loss on held for sale assets and disposition of properties, net
 
277,031

 
—

 
600

Impairments
 
409,991

 
3,346

 
—

Equity-based compensation
 
31,861

 
100,261

 
1,230

Equity in income of unconsolidated entities
 
77

 
—

 
—

Distributions from unconsolidated entities
 
8,335

 
—

 
—

Loss on derivative instruments
 
10,570

 
(1,739
)
 
—

(Gain) loss on sale of investments, net
 
(6,357
)
 
2,206

 
—

Loss on extinguishment of debt
 
(14,012
)
 
—

 
—

Loss on extinguishment of Series C Stock
 
—

 
13,749

 
—

Note receivable issued in legal settlement
 
(15,300
)
 
—

 
—

Changes in assets and liabilities:
 


 


 


 Investment in direct financing leases
 
1,597

 
2,505

 
—

Deferred costs, intangible and other assets, net
 
(97,125
)
 
(19,851
)
 
(5,089
)
Due from affiliates
 
(32,821
)
 
—

 
—

Accounts payable and accrued expenses
 
(16,279
)
 
20,789

 
8,277

Deferred rent, derivative and other liabilities
 
(99,930
)
 
8,555

 
3,507

Due to affiliates
 
(43,887
)
 
43,834

 
—

Net cash provided by operating activities
 
502,887


11,918


9,440

Cash flows from investing activities:
 


 


 
 
Investments in real estate and other assets
 
(3,539,906
)
 
(3,520,412
)
 
(1,659,536
)
Acquisition of a real estate business, net of cash acquired
 
(756,232
)
 
(878,898
)
 
—

Investment in direct financing leases
 
—

 
(68,617
)
 
—

Capital expenditures
 
(34,687
)
 
(9,755
)
 
(54
)
Real estate developments
 
(72,515
)
 
—

 
—

Principal repayments received from borrowers
 
77,614

 
442

 
—

Investments in unconsolidated entities
 
(2,500
)
 
—

 
—

Proceeds from disposition of properties
 
1,598,767

 
—

 
553

Investment in leasehold improvements, property and equipment
 
(11,890
)
 
(543
)
 
—

Deposits for real estate investments
 
(265,372
)
 
(101,887
)
 
(638
)
Uses and refunds of deposits for real estate investments
 
347,971

 
—

 
—

Purchases of investment securities
 
—

 
(81,590
)
 
(41,747
)
Line of credit advances to affiliates
 
(125,000
)
 
—

 
—

Line of credit repayments from affiliates
 
81,100

 
—

 
—

Investment in loans held for investment
 
(2,952
)
 
—

 
—

Proceeds from sale of investment securities
 
159,752

 
119,542

 
—

Change in restricted cash
 
(8,606
)
 
—

 
—

Net cash used in investing activities
 
(2,554,456
)
 
(4,541,718
)

(1,701,422
)
Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from mortgage notes payable
 
1,010,219

 
6,924

 
229,798

Payments on mortgage notes payable
 
(1,143,503
)
 
(5,711
)
 
—

Payments on other debt
 
(112,003
)
 
(9,368
)
 
—

Proceeds from credit facilities
 
5,824,000

 
2,678,800

 
82,319

Payments on credit facilities
 
(5,918,800
)
 
(954,604
)
 
(122
)
Proceeds from corporate bonds
 
2,545,760

 
—

 
—

Payments of deferred financing costs
 
(116,373
)
 
(101,196
)
 
(13,974
)
Proceeds from issuance of convertible debt
 
—

 
967,786

 
—

The consolidated statements of cash flows continue onto the next page.

F-16
Table of Contents
ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Repurchases of OP units
 
$
(7,690
)
 
$
(359,193
)
 
$
(1,534
)
Proceeds from issuances of preferred units
 
—

 
—

 
9,000

Proceeds from issuance of Series C Stock
 
—

 
445,000

 
—

Proceeds from issuances of OP units, net of offering costs
 
1,595,045

 
1,993,159

 
1,691,412

Cash payment on settlement of Series C Stock
 
—

 
(441,353
)
 
—

Proceeds from issuance of Series D Preferred Stock
 
—

 
287,991

 
—

Redemption of Series D Preferred Stock
 
(316,126
)
 
—

 
—

Contributions from non-controlling interest holders
 
982

 
30,861

 
7,375

Distributions to non-controlling interest holders
 
(30,150
)
 
(8,219
)
 
(663
)
Distributions paid
 
(920,264
)
 
(234,897
)
 
(37,673
)
Windfall tax benefit
 
4,458

 
—

 
—

Payments from affiliates, net
 
—

 
(376
)
 
396

Change in restricted cash
 
—

 
(5,654
)
 
(1,108
)
Net cash provided by financing activities
 
2,415,555


4,289,950


1,965,226

Net change in cash and cash equivalents
 
363,986

 
(239,850
)
 
273,244

Cash and cash equivalents, beginning of period
 
52,725

 
292,575

 
19,331

Cash and cash equivalents, end of period
 
$
416,711


$
52,725


$
292,575

 
 
 
 
 
 
 
Supplemental Disclosures:
 
 
 
 
 
 
Cash paid for interest
 
$
330,652

 
$
49,549

 
$
8,983

Cash paid for income taxes
 
$
7,616

 
$
1,711

 
$
173

Non-cash investing and financing activities:
 
 
 
 
 
 
OP units issued to acquire real estate investments
 
$
—

 
$
—

 
$
6,352

Accrued capital expenditures and real estate developments
 
$
6,868

 
$
—

 
$
—

Common stock issued through distribution reinvestment plan
 
$
—

 
$
25,568

 
$
27,136


The accompanying notes are an integral part of these statements.

F-17
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014


Note 1 –  Organization
American Realty Capital Properties, Inc. (the “General Partner” or “ARCP”) is a self-managed Maryland corporation incorporated on December 2, 2010 that qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning in the taxable year ended December 31, 2011. On September 6, 2011, ARCP completed its initial public offering (the “IPO”). ARCP’s common stock trades on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “ARCP.”
The Company (as defined below) operates through two business segments, Real Estate Investment (“REI”) and its private capital management business, Cole Capital (“Cole Capital”), as further discussed in Note 5 – Segment Reporting . Through the REI segment, the Company acquires, owns and operates single-tenant, freestanding, commercial real estate properties, primarily subject to long-term net leases with high credit quality tenants. The Company seeks to acquire net lease assets by self- originating individual or small portfolio acquisitions, by executing sale-leaseback transactions, and in connection with build-to-suit or forward take-out opportunities, to the extent they are appropriate in terms of capitalization rate and scale. Previously, the Company advanced its investment objectives by not only growing its net lease portfolio through granular, self-originated acquisitions, but also through strategic mergers and acquisitions. See Note 2 –   Mergers and Significant Acquisitions and Sales to the consolidated financial statements in this report.
Cole Capital is contractually responsible for managing the Managed REITs’ (as defined in Note 3 - Summary of Significant Accounting Policies) affairs on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for services relating to these services.
ARCP is the sole general partner of ARC Properties Operating Partnership, L.P. (together with its subsidiaries, the “Operating Partnership” or the “OP”), a Delaware limited partnership, which was formed on January 13, 2011 to conduct the primary business of acquiring, owning and operating single-tenant, freestanding commercial real estate properties. The Operating Partnership is the entity through which substantially all of the General Partner’s operations are conducted. Together, the General Partner, with the Operating Partnership and their consolidated subsidiaries are known as the “Company.”
The actions of the Operating Partnership and its relationship with ARCP are governed by that certain Third Amended and Restated Agreement of Limited Partnership, effective as of January 3, 2014, as amended (the “LPA”). The General Partner does not have any significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the General Partner and the Operating Partnership are substantially the same. Additionally, pursuant to the LPA, all administrative expenses and expenses associated with the formation and continuity of existence and operation of the General Partner incurred by the General Partner on the Operating Partnership’s behalf shall be treated as expenses of the Operating Partnership. Further, when the General Partner issues any equity instrument that has been approved by the General Partner’s board of directors, the LPA requires the Operating Partnership to issue to the General Partner equity instruments with substantially similar terms, to protect the integrity of the Company’s umbrella partnership REIT structure, pursuant to which each holder of interests in the Operating Partnership has a proportionate economic interest in the Operating Partnership reflecting its capital contributions thereto. OP Units (as defined below) issued to the General Partner are referred to as General Partner OP Units. OP Units issued to parties other than the General Partner are referred to as Limited Partner OP Units. The LPA also provides that the Operating Partnership issue debt that mirrors debt issued by ARCP. The LPA will be amended to provide for the issuance of any additional class of equivalent equity instruments to the extent the General Partner’s board of directors authorizes the issuance of any new class of equity securities.
Substantially all of the Company’s REI segment is conducted through the OP. ARCP is the sole general partner and holder of 97.4% of the common equity interests in the OP as of December 31, 2014 with the remaining 2.6% of the common equity interests owned by certain unaffiliated investors. Under the LPA, after holding units of limited partner interests in the OP (“OP Units”) for a period of one year , unless otherwise consented to by ARCP, holders of OP Units have the right to redeem the OP Units for the cash value of a corresponding number of shares of ARCP’s common stock or, at the option of ARCP, a corresponding number of shares of ARCP’s common stock. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the General Partner or to approve the sale, purchase or refinancing of the OP’s assets. Substantially all of the Cole Capital segment is conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. CCA is treated as a taxable REIT subsidiary (“TRS”) under Section 856 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
Prior to January 8, 2014, ARC Properties Advisors, LLC (the “Former Manager”), a wholly owned subsidiary of AR Capital, LLC (“ARC”), managed the Company’s affairs on a day-to-day basis, with the exception of certain acquisition, accounting and

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

portfolio management services performed by employees of the Company. In August 2013, the Company’s board of directors determined that it was in the best interest of the Company and its stockholders to become self-managed, and the Company completed its transition to self-management on January 8, 2014. In connection with becoming self-managed, ARCP terminated the management agreement with the Former Manager and ARCP and the OP entered into employment and incentive compensation arrangements with ARCP executives. See Note 20 – Related Party Transactions and Arrangements for further discussion.
As discussed in Note 2 –   Mergers and Significant Acquisitions and Sales , on January 3, 2014, the Company acquired American Realty Capital Trust IV, Inc. (“ARCT IV”). The Company and ARCT IV, from the date of the Company’s inception to January 3, 2014, were considered to be entities under common control because the entities’ advisors were wholly-owned subsidiaries of ARC. ARC and its related parties had ownership interests in the Company and ARCT IV through the ownership of shares of common stock and other equity interests. In addition, the advisors of the entities were contractually eligible to receive potential fees for their services from the companies, including asset management fees, incentive fees and other fees and had continued to receive fees from the Company prior to the Company’s transition to self-management, which was completed on January 8, 2014. Due to the significance of these fees, the entities’ advisors and ultimately ARC were determined to have a significant economic interest in both companies, in addition to having the power to direct the activities of the companies through advisory/management agreements, which qualified them as affiliated companies under common control in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Accordingly, the balances represented throughout these financial statements have been recast in applying the carryover basis of accounting to include ARCT IV at inception.
On March 2, 2015, ARCP restated its consolidated financial statements as of and for the years ended December 31, 2013 and 2012 and quarterly periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013 and the OP restated and amended its consolidated financial statements and related financial information as of and for the years ended December 31, 2013 and 2012 and the quarterly periods ended June 30, 2014 and 2013 to correct errors that were identified as a result of an investigation conducted by the Audit Committee of the Company’s Board of Directors (the “Audit Committee Investigation”), as well as certain other errors that were identified by the Company’s new management. In addition, the restatement reflected corrections of certain immaterial errors and certain previously identified errors that were identified by the Company in the normal course of business and were determined to be immaterial, both individually and in the aggregate, when the consolidated financial statements were originally issued. This restated and corrected data and the restated financial statements for the years ended December 31, 2013 and 2012 and quarterly periods ended March 31, 2014 and 2013, and June 30, 2014 and 2013 and September 30, 2013 are included in these consolidated financial statements and accompanying notes. See Amendment No. 2 to the Company’s Annual Report on Form 10-K/A filed on March 2, 2015 for additional information about the Audit Committee Investigation and reconciliations of the amounts as originally reported to the corresponding restated amounts.
Note 2 –   Mergers and Significant Acquisitions and Sales
American Realty Capital Trust III, Inc. Merger
On December 14, 2012, ARCP entered into an Agreement and Plan of Merger (the “ARCT III Merger Agreement”) with ARCT III and certain subsidiaries of each company. The ARCT III Merger Agreement provided for the merger of ARCT III with and into a subsidiary of ARCP (the “ARCT III Merger”). The ARCT III Merger was consummated on February 28, 2013 (the “ARCT III Merger Date”).
Pursuant to the terms and subject to the conditions set forth in the ARCT III Merger Agreement, each outstanding share of common stock of ARCT III, including restricted shares that became vested, was converted into the right to receive (i) 0.95 of a share of ARCP’s common stock (the “ARCT III Exchange Ratio”) or (ii) $12.00 in cash. In addition, each outstanding unit of equity ownership of ARCT III’s operating partnership (the “ARCT III OP”) was converted into the right to receive 0.95 of the same class of unit of equity ownership in the OP.
Upon the closing of the ARCT III Merger on February 28, 2013, the Company paid an aggregate of $350 million in cash for 29.2 million shares that elected cash consideration, or 16.5% of the then outstanding shares of ARCT III’s common stock (which is equivalent to 27.7 million shares of ARCP’s common stock based on the ARCT III Exchange Ratio). In addition, 140.7 million shares of ARCP’s common stock were issued in exchange for 148.1 million shares of ARCT III’s common stock adjusted for the ARCT III Exchange Ratio. In accordance with the LPA, the OP issued a corresponding number of General Partner OP Units to ARCP when ARCP issued common stock to former common stockholders of ARCT III.
Upon the consummation of the ARCT III Merger, American Realty Capital Trust III Special Limited Partner, LLC (the “ARCT III Special Limited Partner”), the holder of the special limited partner interest in the ARCT III OP, was entitled to subordinated distributions of net sales proceeds from the ARCT III OP, which resulted in the issuance of units of limited partner interests in the

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

ARCT III OP. After applying the ARCT III Exchange Ratio, this distribution resulted in the issuance of an additional 7.3 million OP Units to affiliates of the Former Manager. The parties had agreed that such OP Units would be subject to a minimum one -year holding period from the date of issuance before being redeemable by the holder for cash or, at the option of ARCP, common stock of ARCP.
Also in connection with the ARCT III Merger, the Company entered into an agreement with the Former Manager and its affiliates to internalize certain functions performed by them prior to the ARCT III Merger, reduce certain fees paid to affiliates and pay certain merger related fees. See Note 20 – Related Party Transactions and Arrangements .
Accounting Treatment for the ARCT III Merger
The Company and ARCT III, from inception to the ARCT III Merger Date, were considered to be entities under common control. Both entities’ advisors were wholly owned subsidiaries of ARC. ARC and its related parties had significant ownership interests in the Company and ARCT III through the ownership of shares of common stock and other equity interests. In addition, the advisors of the Company and ARCT III were contractually eligible to receive potential fees for their services to both companies, including asset management fees, incentive fees and other fees, and continued to receive fees from the Operating Partnership, on behalf of ARCP, prior to ARCP’s transition to self-management. Due to the significance of these fees, the advisors and ultimately ARC were determined to have a significant economic interest in both companies in addition to having the power to direct the significant activities of the companies through advisory/management agreements, which qualified them as affiliated companies under common control in accordance with U.S. GAAP. The acquisition of an entity under common control is accounted for on the carryover basis of accounting, whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried by the companies on the ARCT III Merger Date. In addition, U.S. GAAP requires the Company to present historical financial information as if the merger had occurred as of the earliest period of common control. Therefore, the accompanying consolidated financial statements including the notes thereto, are presented as if the ARCT III Merger had occurred at the earliest period presented.
GE Capital Portfolio Acquisitions
On June 27, 2013, the Company acquired, through subsidiaries of the OP, from certain affiliates of GE Capital Corp., the equity interests in the entities that own a real estate portfolio comprised of 447 properties (the “GE Capital Portfolio”) for a purchase price of $773.9 million , exclusive of closing costs, with no liabilities assumed. The 447 properties are subject to 409 property operating leases, as well as 38 direct financing leases.
During the year ended December 31, 2013, ARCT IV acquired, from certain affiliates of GE Capital Corp., the equity interests in the entities that own a real estate portfolio comprised of 924 properties (the “ARCT IV GE Capital Portfolio”) for a purchase price of $1.4 billion , exclusive of closing costs, with no liabilities assumed. The 924 properties are subject to 912 property operating leases, as well as 12 direct financing leases.
CapLease, Inc. Merger
On May 28, 2013, ARCP entered into an Agreement and Plan of Merger (the “CapLease Merger Agreement”) with CapLease Inc. (“CapLease”), a Maryland corporation, and certain subsidiaries of each company. The CapLease Merger Agreement provided for the merger of CapLease with and into a subsidiary of ARCP (the “CapLease Merger”).
On November 5, 2013, ARCP consummated the CapLease Merger. Pursuant to the terms of the CapLease Merger Agreement, each outstanding share of common stock of CapLease, other than shares owned by ARCP, CapLease or any of their respective wholly owned subsidiaries, was converted into the right to receive $8.50 . Each outstanding share of preferred stock of CapLease, other than shares owned by ARCP, CapLease or any of their respective wholly owned subsidiaries, was converted into the right to receive an amount in cash equal to the sum of $25.00 plus all accrued and unpaid dividends on such shares of preferred stock. In addition, in connection with the merger of Caplease, LP with and into the OP, each outstanding unit of equity ownership of CapLease’s operating partnership, other than units owned by CapLease, the OP, or any other of their respective wholly owned subsidiaries, was converted into the right to receive $8.50 . Shares of CapLease’s outstanding restricted stock were accelerated and became fully vested, and restricted stock and any outstanding performance shares were fully earned and received $8.50 per share. In total, cash consideration of $920.7 million was paid to CapLease’s common and preferred shareholders.
Accounting Treatment for the CapLease Merger
The CapLease Merger has been accounted for under the acquisition method of accounting in accordance with U.S. GAAP. Under the acquisition method of accounting, the assets acquired and liabilities assumed from CapLease have been recorded, as of the acquisition date, at their respective fair values. Any excess of purchase price over the fair values is recorded as goodwill. Results

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

of operations for CapLease are included in ARCP’s consolidated financial statements from the date of acquisition.
American Realty Capital Trust IV, Inc. Merger
On July 1, 2013, the General Partner entered into an Agreement and Plan of Merger, as amended on October 6, 2013 and October 11, 2013 (the “ARCT IV Merger Agreement”), with ARCT IV, and certain subsidiaries of each company. The ARCT IV Merger Agreement provided for the merger of ARCT IV with and into a subsidiary of the OP (the “ARCT IV Merger”). The ARCT IV Merger was consummated on January 3, 2014 (the “ARCT IV Merger Date”).
Pursuant to the terms of the ARCT IV Merger Agreement, as amended, each outstanding share of common stock of ARCT IV, including unvested restricted shares that vested in conjunction with the ARCT IV Merger, was exchanged for (i) $9.00 in cash, (ii) 0.5190 of a share of ARCP’s common stock (the “ARCT IV Exchange Ratio”) and (iii) 0.5937 of a share of a new series of preferred stock designated as the 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) and each outstanding unit of ARCT IV’s operating partnership (each, an “ARCT IV OP Unit”), other than ARCT IV OP Units held by American Realty Capital Trust IV Special Limited Partner, LLC (the “ARCT IV Special Limited Partner”), and American Realty Capital Advisors IV, LLC (the “ARCT IV Advisor”) was exchanged for (i) $9.00 in cash, (ii) 0.5190 of a Limited Partner OP Unit and (iii) 0.5937 of a Limited Partner OP Unit designated as Series F Preferred Units (“Limited Partner Series F OP Units”). In total, the Operating Partnership, on ARCP’s behalf, paid $651.4 million in cash, ARCP issued 36.9 million shares of common stock and 42.2 million shares of Series F Preferred Stock to the former ARCT IV shareholders, and the Operating Partnership issued 0.7 million units of Limited Partner Series F OP units and 0.6 million Limited Partner OP Units to the former ARCT IV OP Unit holders in connection with the consummation of the ARCT IV Merger. In addition, each outstanding ARCT IV Class B Unit (as defined below) and each outstanding ARCT IV OP Unit held by the ARCT IV Special Limited Partner and the ARCT IV Advisor was converted into 2.3961 Limited Partner OP Units, resulting in the OP issuing 1.2 million Limited Partner OP Units. In accordance with the LPA, the OP issued a corresponding number of General Partner OP Units and General Partner Series F Preferred Units to ARCP when shares of ARCP’s common stock and Series F Preferred Stock were issued to former common stockholders of ARCT IV, respectively.
On January 3, 2014, the OP entered into a Contribution and Exchange Agreement (the “ARCT IV Contribution and Exchange Agreement”) with the ARCT IV OP, the ARCT IV Special Limited Partner and ARC Real Estate Partners, LLC (“ARC Real Estate”), an entity under common ownership with the Former Manager. The ARCT IV Special Limited Partner was entitled to receive certain distributions from the ARCT IV OP, including the subordinated distribution of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of limited partnership of the ARCT IV OP). The ARCT IV Merger constituted an “investment liquidity event,” as a result of which the ARCT IV Special Limited Partner, in connection with management’s successful attainment of the 6.0% performance hurdle and the return to ARCT IV’s stockholders of $358.3 million in addition to their initial investment, received a subordinated distribution of net sales proceeds from the ARCT IV OP equal to $63.2 million . Pursuant to the ARCT IV Contribution and Exchange Agreement, the ARCT IV Special Limited Partner contributed its interest in the ARCT IV OP, inclusive of the subordinated distribution proceeds received, to the ARCT IV OP in exchange for 2.8 million equity units of the ARCT IV OP, based on a price per share of $22.50 . The fair value of these units at date of issuance was $78.2 million and has been included in merger and other non-routine transactions in the accompanying consolidated statement of operations for the year ended December 31, 2014 . Upon consummation of the ARCT IV Merger, these equity units were immediately converted to 6.7 million Limited Partner OP Units after application of the exchange ratio of 2.3961 per ARCT IV OP Unit. In conjunction with the ARCT IV Merger Agreement, the ARCT IV Special Limited Partner agreed to a minimum two -year holding period for these Limited Partner OP Units before being redeemable by the holder for cash or, at the option of the General Partner, the common stock of ARCP.
In addition, as part of the ARCT IV Contribution and Exchange Agreement, ARC Real Estate contributed $750,000 in cash to the ARCT IV OP, effective prior to the consummation of the ARCT IV Merger, in exchange for ARCT IV OP Units. Upon the consummation of the ARCT IV Merger, these equity units converted at an exchange ratio of 2.3961 Limited Partner OP Units per ARCT IV OP Unit, resulting in the Operating Partnership issuing 0.1 million Limited Partner OP Units to ARC Real Estate.
Accounting Treatment for the ARCT IV Merger
The Company and ARCT IV, from inception to the ARCT IV Merger Date, were considered to be entities under common control. Both entities’ advisors were wholly owned subsidiaries of ARC. ARC and its related parties had ownership interests in the Company and ARCT IV through the ownership of shares of common stock, OP Units and other equity interests. In addition, the advisors of both entities were contractually eligible to receive potential fees for their services to both of the companies including asset management fees, incentive fees and other fees and had continued to receive fees from the OP prior to ARCP’s transition to self-management. Due to the significance of these fees, the advisors and ultimately ARC were determined to have a significant economic interest in both companies in addition to having the power to direct the activities of the companies through advisory/

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

management agreements, which qualified them as affiliated companies under common control in accordance with U.S. GAAP. The acquisition of an entity under common control is accounted for on the carryover basis of accounting, whereby the assets and liabilities of the companies are recorded upon the merger on the same basis as they were carried by the companies on the ARCT IV Merger Date. In addition, U.S. GAAP requires the Company to present historical financial information as of the earliest period of common control. Therefore, the accompanying consolidated financial statements including the notes thereto are presented as if the ARCT IV Merger, including the impact of the equity transactions entered into to consummate the merger, had occurred at the earliest period presented.
Fortress Portfolio Acquisition
On July 24, 2013, ARC and another related entity, on behalf of the Company and certain other entities sponsored directly or indirectly by ARC, entered into a purchase and sale agreement with affiliates of funds managed by Fortress Investment Group LLC (“Fortress”) for the purchase of 196 properties owned by Fortress, for an aggregate contract purchase price of $972.5 million , subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs, which were allocated to the Company based on the pro rata fair value of the properties acquired by the Company relative to the fair value of all 196 properties sold by Fortress. Of the 196 properties, 120 properties were allocated to the Company (the “Fortress Portfolio”). On October 1, 2013, the Company closed on 41 of the 120 properties with a total purchase price of $200.3 million , exclusive of closing costs. On January 8, 2014, the Company closed the acquisition of the remaining 79 properties in the Fortress Portfolio, for an aggregate contract purchase price of $400.9 million , exclusive of closing costs. The total purchase price of the Fortress Portfolio was $601.2 million , exclusive of closing costs.
Cole Real Estate Investments, Inc. Merger
On October 22, 2013, ARCP and a wholly owned subsidiary entered into an agreement and plan of merger (the “Cole Merger Agreement”) with Cole Real Estate Investments, Inc. (“Cole”), a publicly traded Maryland corporation. The Cole Merger Agreement provided for the merger of Cole with and into a wholly owned subsidiary of ARCP (the “Cole Merger”). The Cole Merger was consummated on February 7, 2014 (the “Cole Acquisition Date”).
Pursuant to the terms of the Cole Merger Agreement, each share of common stock of Cole issued and outstanding immediately prior to the effectiveness of the Cole Merger, including unvested restricted stock units and performance stock units that vested in conjunction with the Cole Merger, other than shares owned by ARCP, any subsidiary of ARCP or any wholly owned subsidiary of Cole, was converted into the right to receive either (i) 1.0929 shares of ARCP’s common stock (the “Stock Consideration”) or (ii) $13.82 in cash (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). Holders of approximately 98% of outstanding Cole shares elected to receive Stock Consideration and holders of approximately 2% of outstanding Cole shares elected to receive Cash Consideration, pursuant to the terms of the Cole Merger Agreement, resulting in ARCP issuing approximately 520.8 million shares of common stock and paying $181.8 million in cash to Cole’s shareholders based on their elections. In accordance with the LPA, the Operating Partnership issued a corresponding number of General Partner OP Units to ARCP when shares of ARCP’s common stock were issued to former common stockholders of Cole.
In addition, ARCP issued approximately 2.8 million shares of common stock, in the aggregate, to certain executives of Cole pursuant to letter agreements entered into between the Company and such individuals, concurrently with the execution of the Cole Merger Agreement. Additionally, effective as of the Cole Acquisition Date, ARCP issued, but had not yet allocated, 0.4 million shares with dividend equivalent rights commensurate with ARCP’s common stock. In accordance with the LPA, the Operating Partnership issued a corresponding number of General Partner OP Units to ARCP when shares of ARCP’s common stock were issued to former executives of Cole.
The fair value of the consideration transferred at the Cole Acquisition Date totaled $7.5 billion and consisted of the following (in thousands):
 
As of Cole Acquisition Date
Fair value of consideration transferred:
 
Cash
$
181,775

Common stock
7,285,868

Total consideration transferred
$
7,467,643

The fair value of the 520.8 million shares of common stock issued, excluding those common shares transferred to former Cole executives, was determined based on the closing market price of the Company’s common stock on the Cole Acquisition Date.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Accounting Treatment for the Cole Merger
The Cole Merger has been accounted for under the acquisition method of accounting under U.S. GAAP. Under the acquisition method of accounting, the assets acquired and liabilities assumed from Cole have been recorded as of the acquisition date at their respective fair values. Any excess of purchase price over the fair values is recorded as goodwill. Results of operations for Cole are included in the Company’s consolidated financial statements subsequent to the Cole Acquisition Date. During the three months ended December 31, 2014, we recorded significant impairment charges. See Note 3 –  Summary of Significant Accounting Policies for discussion on impairment charges.
Inland Portfolio Acquisition
On August 8, 2013, ARC and another related entity, on behalf of the Company and certain other entities sponsored directly or indirectly by ARC, entered into a purchase and sale agreement with Inland American Real Estate Trust, Inc. (“Inland”) for the purchase of the equity interests of 67 companies owned by Inland for an aggregate contract purchase price of $2.3 billion , subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs. Of the 67 companies, the equity interests of 10 companies holding in the aggregate 33 properties (the “Inland Portfolio”) were allocated to the Company for a purchase price of $501.0 million , subject to adjustments set forth in the purchase and sale agreement and exclusive of closing costs, which were allocated to the Company based on the pro rata fair value of the Inland Portfolio relative to the fair value of all 67 companies sold by Inland. As of December 31, 2014 , the Company had closed on 32 of the 33 properties for a total purchase price of $288.2 million , exclusive of closing costs. The Company will not close on the remaining one property.
Cole Credit Property Trust, Inc. Merger
On March 17, 2014, the General Partner and a wholly owned subsidiary entered into an Agreement and Plan of Merger (the “CCPT Merger Agreement”) with Cole Credit Property Trust, Inc., a Maryland corporation (“CCPT”). The CCPT Merger Agreement provided for the merger of CCPT with and into a direct subsidiary of the General Partner (the “CCPT Merger”). The CCPT Merger was consummated on May 19, 2014 (the “ CCPT Acquisition Date ”). The fair value of the consideration transferred at the CCPT Acquisition Date totaled $73.2 million , which was paid in cash.
Pursuant to the CCPT Merger Agreement, the General Partner commenced a cash tender offer to purchase all of the outstanding shares of common stock of CCPT (the “CCPT Common Stock”) (other than shares owned by CCPT, the General Partner or any subsidiary of the Company), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 31, 2014, and the related Letter of Transmittal (together with any amendments or supplements to the foregoing, the “Offer”), at a price of $7.25 per share (the “Offer Price”), net to the seller in cash, without interest, less any applicable withholding tax. On May 19, 2014, the General Partner accepted for payment and paid for all shares of CCPT Common Stock that were validly tendered in the Offer. As of the expiration of the Offer, a total of 7,735,069 shares of CCPT Common Stock were validly tendered and not withdrawn, representing approximately 77% of the shares of CCPT Common Stock outstanding.
Immediately following the acceptance for payment and payment for the shares of CCPT Common Stock that were validly tendered in the Offer, ARCP exercised its option (the “Top-Up Option”), granted pursuant to the CCPT Merger Agreement, to purchase, at a price per share equal to the Offer Price, 13,457,874 newly issued shares of CCPT Common Stock (collectively, the “Top-Up Shares”). The Top-Up Shares, taken together with the shares of CCPT Common Stock owned, directly or indirectly, by ARCP and its subsidiaries immediately following the acceptance for payment and payment for the shares of CCPT Common Stock that were validly tendered in the Offer, constituted one share more than 90% of the outstanding shares of CCPT Common Stock (after giving effect to the issuance of all shares subject to the Top-Up Option), the applicable threshold required to effect a short-form merger under applicable Maryland law without stockholder approval.
Following the consummation of the Offer and the exercise of the Top-Up Option, in accordance with the CCPT Merger Agreement, ARCP completed its acquisition of CCPT by effecting of a short-form merger under Maryland law, pursuant to which CCPT was merged with and into a subsidiary of ARCP, with the subsidiary surviving the merger as a wholly owned subsidiary of ARCP. The CCPT Merger became effective following the filing of the Articles of Merger with the State Department of Assessments and Taxation of Maryland and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with an effective date of May 19, 2014 (the “Effective Time”).
At the Effective Time, each share of CCPT Common Stock not purchased in the Offer (other than shares held by the CCPT, ARCP or any subsidiary of ARCP, which were automatically canceled and retired and ceased to exist) was converted into the right to receive an amount, in cash and without interest, equal to the Offer Price.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Accounting Treatment for the CCPT Merger
The CCPT Merger has been accounted for under the acquisition method of accounting under U.S. GAAP. Under the acquisition method of accounting, the assets acquired and liabilities assumed from CCPT have been recorded as of the acquisition date at their respective fair values. Any excess of purchase price over the fair values is recorded as goodwill. Results of operations for CCPT are included in the Company’s consolidated financial statements subsequent to the CCPT Acquisition Date.
Red Lobster Portfolio Acquisition
On May 15, 2014, the Operating Partnership, through a wholly owned subsidiary, entered into a master purchase agreement to acquire over 500 properties, substantially all of which are operating as Red Lobster ® restaurants (the “Red Lobster Portfolio”) from a third party. The transaction was structured as a sale-leaseback in which the Operating Partnership agreed to purchase the Red Lobster Portfolio and would immediately lease the portfolio back to the third party pursuant to the terms of multiple master leases (the “Master Leases”). The overall sale-leaseback transaction consisted of 522 Red Lobster ® restaurants and 20 other branded restaurant properties for a purchase price of $1.7 billion . The Company closed the Red Lobster Portfolio acquisition in the third quarter of 2014. The Red Lobster Portfolio acquisition is included in the 2014 Acquisitions (as defined in Note 7 – Real Estate Investments ).
Abandoned Spin-off of Multi-Tenant Shopping Center Portfolio; Sale to Blackstone/DDR Joint Venture
On March 13, 2014, the Company announced its intention to spin off its multi-tenant shopping center business (the “MT Spin-off”) into a publicly traded REIT, American Realty Capital Centers, Inc., which was expected to operate under the name “ARCenters” and to trade on the NASDAQ Global Market under the symbol “ARCM.” The OP was expected to retain 25% ownership of ARCM. The MT Spin-off was expected to be effectuated through a pro rata taxable special distribution of one share of ARCM common stock for every 10 shares of the Company’s common stock and every 10 OP Units held by third parties in the OP. On April 4, 2014, ARCM filed a Registration Statement on Form 10 to register ARCM’s common stock, par value $0.01 per share, pursuant to Section 12(b) of the Exchange Act so that, upon consummation of the MT Spin-off, shares of ARCM received by holders of the Company’s common stock, or OP Units, as applicable, could freely trade their newly received ARCM common stock. ARCM was expected to be externally managed by the Company. On May 21, 2014, the Company announced that it had reassessed its plans for the multi-tenant shopping center portfolio and entered into a letter of intent to sell such portfolio to Blackstone, expecting to finalize pertinent documentation related thereto within 30 days of such date. The properties included in such sale were the same properties that would have been spun off into ARCM and, consequently, the Company abandoned its proposed spin-off at such time. On June 11, 2014, indirect subsidiaries of the Company entered into an Agreement of Purchase and Sale with BRE DDR Retail Holdings III LLC (the “Blackstone/DDR Joint Venture”), an entity indirectly jointly owned by affiliates of Blackstone Real Estate Partners VII L.P. and DDR Corp. (“DDR”), pursuant to which the parties consummated the sale of the Company’s multi-tenant shopping center portfolio. See Note 22 – Property Dispositions for further discussion on the sale of the properties, which closed on October 17, 2014.
Note 3 –  Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company included herein include the accounts of ARCP and its consolidated subsidiaries, including the Operating Partnership. All intercompany amounts have been eliminated. The financial statements are prepared on the accrual basis of accounting in conformity with U.S. GAAP.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company, consolidated joint venture arrangements and its subsidiaries. The portions of the consolidated joint venture arrangements not owned by the Company are presented as non-controlling interests. In addition, as described in  Note 1 –  Organization , certain affiliates and non-affiliated third parties have been issued OP Units. Holders of OP Units are considered to be non-controlling interest holders in the OP and their ownership interest is reflected as equity in the consolidated balance sheets. In addition, a portion of the earnings and losses of the OP are allocated to non-controlling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of  December 31, 2014  and  December 31, 2013 , there were  23,763,797  and  9,591,173  OP Units outstanding, respectively. In addition, as discussed in  Note 2 –   Mergers and Significant Acquisitions and Sales , the historical information of ARCT III and ARCT IV has been presented as if the mergers had occurred as of the earliest period of common control. All intercompany accounts and transactions have been eliminated in consolidation.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity of which the Company is the primary beneficiary.
A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. The Company’s evaluation includes consideration of the qualitative and quantitative significance of fees it earns from certain of its relationships and investments. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a variable interest entity (“VIE”). A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.
A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance, its form of ownership interest, its representation on the entity’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and to replace the manager of and/or liquidate the entity. The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE’s operations and the difference between consolidating the VIE and accounting for it on the equity method would be material to the Company’s financial statements.
The Company continually evaluates the need to consolidate joint ventures and the managed investment programs based on standards set forth in GAAP as described above.
Reclassification
Certain prior year balances have been combined in the consolidated balance sheets into the captions deferred costs and other assets, net and credit facilities. Additionally, certain prior year balances relating to the payments on and proceeds from the various credit facilities have been combined in the consolidated statements of cash flows.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, investments in real estate, business combinations, impairments and derivative financial instruments and hedging activities, as applicable.
Real Estate Investments
The Company records acquired real estate at cost and makes assessments as to the useful lives of depreciable assets. The Company considers the period of future benefit of the asset to determine the appropriate useful lives. Depreciation is computed using a straight-line method over the estimated useful life of 40 years for buildings, five to 15 years for building fixtures and improvements and the remaining lease term for intangible lease assets.
Assets Held for Sale
The Company classifies real estate investments as held for sale in accordance with the criteria set forth in U.S. GAAP. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less estimated cost to dispose of the asset. The results of operations and the related gain or loss on sale of properties that have been sold or that are classified as held for sale are included in discontinued operations in the consolidated statements of operations and comprehensive loss for all periods presented. At December 31, 2014  and  December 31, 2013 , the Company had two properties and one property, respectively, that were classified as held for sale.
If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell a property previously classified as held for sale, the Company will reclassify the property as held and used. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Development Activities
Project costs and expenses, which include interest expense, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. Once the development and construction of the building is substantially completed, the amounts capitalized to construction in progress are transferred to (i) land and (ii) buildings and improvements. As required by U.S. GAAP, the Company computes and capitalizes interest expense on the full amount it has invested in the project, whether or not such investment is externally financed.
Investment in Unconsolidated Entities
Investment in Unconsolidated Joint Ventures
Investment in unconsolidated joint ventures as of December 31, 2014 consisted of the Company’s interest in six joint ventures that owned six properties (the “Unconsolidated Joint Ventures”). As of December 31, 2014 , the Company owned aggregate equity investments of $94.2 million in the Unconsolidated Joint Ventures. The Company accounts for the Unconsolidated Joint Ventures using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financial policies of these investments. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the joint ventures’ earnings and distributions. The Company records its proportionate share of net income from the Unconsolidated Joint Ventures within the Other income, net line item in the consolidated statement of operations. During the year ended December 31, 2014 , the Company recognized $1.5 million of net income from the Unconsolidated Joint Ventures. The Company did not recognize any net income from the Unconsolidated Joint Ventures during the year ended December 31, 2013 .
Investment in Managed REITs
In conjunction with its Cole Merger, the Company acquired equity interests, in the following publicly registered, non-traded REITs: Cole Credit Property Trust IV, Inc. (“CCPT IV”); Cole Corporate Income Trust, Inc. (“CCIT”); Cole Real Estate Income Strategy (Daily NAV), Inc. (“INAV”); Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”); and Cole Credit Property Trust V, Inc. (“CCPT V,” and collectively with CCPT IV, CCIT, INAV and CCIT II, the “Managed REITs”). As of December 31, 2014 , the Company owned aggregate equity investments of $3.9 million in the Managed REITs. Prior to the CCPT Acquisition Date , CCPT was a Managed REIT and accounted for using the equity method. As of the CCPT Acquisition Date , the Company had a de minimis equity investment in CCPT. The Company accounts for these investments using the equity method of accounting which requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Managed REIT’s earnings and distributions. The Company records its proportionate share of net income from the Managed REITs within the Other income, net line item in the consolidated statement of operations. During the year ended December 31, 2014 , the Company recognized $1.6 million of net loss from the Managed REITs. The Company did not recognize any net income or loss from the Managed REITs during the year ended December 31, 2013 .
Leasehold Improvements and Property and Equipment
The Company leases its office facilities under operating leases. Leasehold improvements related to these are recorded at cost less accumulated amortization. Leasehold improvements are amortized over the lesser of the estimated useful life or remaining lease term.
Property and equipment, which primarily include office furniture, fixtures and equipment and computer hardware and software, are stated at cost less accumulated depreciation. Property and equipment are depreciated on a straight-line method over the estimated useful lives of the assets, which range from five to seven years. The Company reassesses the useful lives of its property and equipment and adjusts the future monthly depreciation expense based on the new useful life, as applicable. If the Company disposes of an asset, the asset and related accumulated depreciation are written off upon disposal.
Goodwill
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. Goodwill that arose as a result of the Company’s mergers and acquisitions was recorded in the Company’s consolidated financial statements.
In the event the Company disposes of a property that constitutes a business under U.S. GAAP from a reporting unit with goodwill, the Company will allocate a portion of the reporting unit’s goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business will be based on the relative fair value of the business to the fair value of the reporting unit. The REI segment and Cole Capital each comprise one reporting unit.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Impairments
Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in estimating expected future cash flows could result in a different determination of the property’s expected future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the fair value of the real estate assets.
The Company recorded $100.5 million of impairment charges on real estate investments from continuing operations during the year ended December 31, 2014 , of which impairment charges totaling $96.7 million arose during the three months ended December 31, 2014 . In determining the fourth quarter impairment charges, the Company evaluated each of the respective properties’ highest and best use and concluded that such use would be to sell certain office properties that were deemed to be impaired, as if such properties were vacant at the time of the expected sale and did not contain a tenant under a long term lease. During the nine months ended September 30, 2014, the Company’s intention was to re-lease the respective properties at the end of each such tenant’s existing lease term, which were during 2015 through 2016. However, the respective tenants either provided notice that they did not intend to renew their lease or had already vacated the property and were continuing to pay the lease until expiration. In evaluating lease-up scenarios, the Company assessed the necessary capital expenditures that would be incurred to ready the respective properties for lease and determined that such capital expenditures would not be recoverable under the expected terms of a new lease in the current and future rental markets for such properties. In addition, the Company utilized the sale price received for one of the properties that was sold in 2015 in the determination of fair value, noting that the offers received in such sale were consistent with current market transactions evaluated as comparable transactions. The price received at sale was an indication that the carrying amount was greater than the properties’ estimated fair values.
The Company recorded $3.3 million in impairment charges on real estate investments from continuing operations during the year ended December 31, 2013 , but did not record any impairment on real estate investments from discontinued operations during that year. The Company did not record any impairment on real estate investments from continuing operations during the year ended December 31, 2012 , but did record $0.6 million of impairment charges from discontinued operations during that year.
Goodwill
The Company will evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value, by reporting unit, may not be recoverable. The Company’s annual testing date is during the fourth quarter. The Company tests goodwill for impairment by first comparing the carrying value of net assets to the fair value of each reporting unit. If the fair value is determined to be less than the carrying value or if qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows and relevant competitor multiples. The evaluation of goodwill for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions.
The Company tested the goodwill allocated to the Cole Capital segment for impairment during the three months ended December 31, 2014 using an income approach. The assumptions utilized in the evaluation of the impairment of goodwill under the income approach include revenue growth rates, cash flows, earnings before income taxes, tax rates, capital expenditures, the weighted average cost of capital (“WACC”) and expected long-term growth rates (residual growth rate). The assumptions which have the most significant effect on our valuations derived using a discounted cash flows methodology are: (1) revenue growth rate, (2) cash flow assumptions and (3) the discount rate. The cash flows utilized in the income approach are based on our most recent budgets, forecasts, and business plans as well as various growth rate assumptions for years beyond the current business plan

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

period. Long-term growth rates represent the expected long-term growth rate for the reporting unit, considering the industry in which we operate and the global economy. Discount rate assumptions are based on an assessment of the risk inherent in the future revenue streams and cash flows and our WACC. The risk adjusted discount rate used represents the estimated WACC for our reporting unit. The carrying value of the Cole Capital reporting unit exceeded the estimated fair value at December 31, 2014 and therefore the second step of the goodwill impairment analysis was performed to compute the amount of the impairment. As a result, the Company recorded an impairment charge of $223.1 million during the three months ended December 31, 2014 .
The Company also tested the goodwill allocated to the REI segment for impairment during the three months ended December 31, 2014 using a market approach. The assumptions utilized in the market approach include the selection of comparable companies, which are subject to change based on the economic characteristics of our reporting unit. Adjusted funds from operations and funds from operations, each non-GAAP supplemental financial performance measures, multiples for market comparable companies for the current and future fiscal periods were used to estimate the fair value of the reporting unit by applying those multiples to the projected financial information prepared by management. The carrying value of the REI reporting unit was $19.3 billion at December 31, 2014 . The estimated fair value of the reporting unit exceeded its carrying value by 5% . As such, no goodwill impairment was recorded during the three months ended December 31, 2014 on the REI reporting segment. This reporting unit remains at risk for future impairment if the projected operating results are not met or other inputs into the fair value measurement change. We continue to monitor actual results versus forecasted results and external factors that may impact the fair value of the reporting unit. Factors we are monitoring that may impact the fair value of the reporting unit include, but are not limited to, market comparable company multiples, interest rates, and global economic conditions.
Intangible Assets
The Company evaluates intangible assets, which primarily consists of dealer manager and advisory contracts with the Managed REITs, for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company tests intangible assets for impairment by first comparing the carrying value of the asset group to the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the intangible assets to their respective fair values and recognize an impairment loss. The Company will estimate the fair value the intangible assets using a discounted cash flow model specific to the Managed REITs that were included in the initial value of the intangible assets as of the Cole Acquisition Date. The evaluation of intangible assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions.
During the three months ended December 31, 2014 , as a result of the preliminary findings of the Audit Committee Investigation, which led to the withdrawal of reliance on certain of the Company’s previously-issued financial statements and a delay in issuing its financial statements for the third quarter of 2014 that also led to a delay in filing the annual report on Form 10-K for the year ended 2014, the Company experienced adverse changes to its business, some of which included suspension and/or termination of selling agreements relating to its Cole Capital segment and a significant drop in stock price. The Company determined these events warranted an assessment of the recoverability of the intangible asset value associated with the dealer manager and advisory contracts for its Cole Capital segment. Based on the analysis, the Company recorded $86.4 million of impairment charges on the intangible assets.
Investment in Unconsolidated Entities
The Company is required to determine whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of any of its investment in the unconsolidated entities. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated entity for potential impairment and determine if the carrying amount of its investment exceeds its fair value. An impairment charge is recorded when an impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying amount is fully recovered. The evaluation of an investment in an unconsolidated entity for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions.  The use of different judgments and assumptions could result in different conclusions. No impairments of unconsolidated entities were identified during the year ended December 31, 2014 .
Leasehold Improvements and Property and Equipment
Leasehold improvements and property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If this review indicates that the carrying amount of the asset is not recoverable, the Company records an impairment loss, measured at fair value by estimated discounted cash flows or market appraisals. The evaluation of leasehold improvements and property and equipment for potential impairment requires the

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Company’s management to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. The Company identified properties during the years ended December 31, 2014 and 2013 with impairment indicators for which the undiscounted future cash flows expected as a result of the use and eventual disposition of the real estate and related assets was less than the carrying amount of each respective properties, as discussed in Note 11 – Fair Value of Financial Instruments .
Allocation of Purchase Price of Business Combinations including Acquired Properties
In accordance with the guidance for business combinations, the Company determines whether a transaction or other event is a business combination. If the transaction is determined to be a business combination, the Company determines if the transaction is considered to be between entities under common control. The acquisition of an entity under common control is accounted for on the carryover basis of accounting whereby the assets and liabilities of the acquired companies are recorded upon the merger on the same basis as they were carried by the acquired companies on the merger date. All other business combinations are accounted for by applying the acquisition method of accounting. Under the acquisition method, the Company recognizes the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity at fair value. In addition, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company expenses acquisition-related costs and fees associated with business combinations and asset acquisitions.
The Company allocates the purchase price of acquired properties and businesses accounted for under the acquisition method of accounting to tangible and identifiable intangible assets and liabilities acquired based on their respective fair values. Tangible assets include land, buildings, equipment and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Identifiable intangible assets and liabilities include amounts allocated to acquired leases for above-market and below-market lease rates and the value of in-place leases.
Amounts allocated to land, buildings, equipment and fixtures are based on cost segregation studies performed by independent third parties or on the Company’s analysis of comparable properties in its portfolio.
The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period, which typically ranges from six to 18 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including any bargain renewal periods. Above-market leases are amortized as a reduction to rental income over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods.
The fair value of investments and debt are valued using techniques consistent with those disclosed in Note 11 – Fair Value of Financial Instruments , depending on the nature of the investment or debt. The fair value of all other assumed assets and liabilities is based on the best information available.
The value of in-place leases is amortized to expense over the initial term of the respective leases, which range primarily from two to 20 years. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense.
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds with original maturities of three months or less. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit. At December 31, 2014 and 2013 , the

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Company had deposits of $416.7 million and $52.7 million , respectively, of which $412.7 million and $44.3 million were in excess of the amount insured by the FDIC. Although the Company bears risk on amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result due to the high quality of the institutions.
Restricted Cash
Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves.
Investment in Direct Financing Leases
The Company has acquired certain properties that are subject to leases that qualify as direct financing leases in accordance with U.S. GAAP due to the significance of the lease payments from the inception of the leases compared to the fair value of the property. Investments in direct financing leases represent the fair value of the remaining lease payments on the leases and the estimated fair value of any expected residual property value at the end of the lease term. The fair value of the remaining lease payments is estimated using a discounted cash flow based on interest rates that would represent the Company’s incremental borrowing rate for similar types of debt. The expected residual property value at the end of the lease term is estimated using market data and assessments of the remaining useful lives of the properties at the end of the lease terms, among other factors. Income from direct financing leases is calculated using the effective interest method over the remaining term of the lease.
Loans Held for Investments
The Company classifies its loans as long-term investments, as the Company intends to hold the loans for the foreseeable future or until maturity. Loan investments are carried on the Company’s consolidated balance sheets at amortized cost (unpaid principal balance adjusted for unearned discount or premium and loan origination fees), net of any allowance for loan losses. Discounts or premiums and loan origination fees are amortized as a component of interest income using the effective interest method over the life of the loan.
From time to time, the Company may determine to sell a loan in which case it must reclassify the asset as held for sale. Loans held for sale are carried at the lower of cost or estimated fair value. The Company acquired two loan investments and issued one loan during the year ended December 31, 2014 . Since the period the Company acquired the loan investments through December 31, 2014 , the Company has not sold or reclassified any loans as held for sale.
The Company evaluates its loan investments for possible impairment on a quarterly basis. Refer to Note 9 – Loans Held for Investment .
Commercial Mortgage-Backed Securities
The Company classifies all of its commercial mortgage-backed securities (“CMBS”) as available for sale for financial accounting purposes. Under U.S. GAAP, securities classified as available for sale are carried on the consolidated balance sheet at fair value with the net unrealized gains or losses included in accumulated other comprehensive income (loss), a component of Stockholders’ Equity. Any premiums or discounts on securities are amortized as a component of interest income using the effective interest method.
The Company estimates fair value on all securities investments quarterly based on a variety of inputs. Under applicable accounting guidance, securities where the fair value is less than the Company’s cost are deemed impaired, and, therefore, must be measured for other-than-temporary impairment. If an impaired security (i.e., fair value below cost) is intended to be sold or required to be sold prior to expected recovery of the impairment loss, the full amount of the loss must be charged to earnings as other-than-temporary impairment. Otherwise, temporary impairment losses are charged to other comprehensive income (loss).
In estimating credit or other-than-temporary impairment losses, management considers a variety of factors including (1) the financial condition and near-term prospects of the credit, including credit rating of the security and the underlying tenant and an estimate of the likelihood, amount and expected timing of any default, (2) whether the Company expects to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value, (3) the length of time and the extent to which the fair value has been below cost, (4) current market conditions, (5) expected cash flows from the underlying collateral and an estimate of underlying collateral values, and (6) subordination levels within the securitization pool. These estimates are highly subjective and could differ materially from actual results. From the period the Company acquired the CMBS through December 31, 2014 , the Company had no other-than-temporary impairment losses.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined the financing will not close. As of December 31, 2014 and 2013 , the Company had $126.2 million and $84.7 million , respectively, of deferred financing costs net of accumulated amortization. During the year ended December 31, 2014 , the Company wrote off $64.2 million of deferred financing costs upon execution of the various credit facility amendments and on financing arrangements that did not close, primarily the Barclays Facility, as defined in Note 13 –  Other Debt , which is included in interest expense, net in the accompanying consolidated statement of operations. In addition, the Company wrote off $6.6 million upon early repayment of various mortgages which is included in extinguishment of debt, net in the accompanying consolidated statement of operations.
Convertible Debt
On July 29, 2013, the Company issued $300.0 million of Convertible Senior Notes due 2018 (the “2018 Notes”) and, pursuant to an over-allotment exercise by the underwriters of such 2018 Notes offering, issued an additional $10.0 million of its 2018 Notes on August 1, 2013. On December 10, 2013, the Company issued an additional $287.5 million of the 2018 Notes through a reopening of the 2018 Notes indenture agreement. Also on December 10, 2013, the Company issued $402.5 million of Convertible Senior Notes due 2020 (the “2020 Notes”) (the 2020 Notes, collectively with the 2018 Notes, the “Convertible Notes”). The 2018 Notes mature on August 1, 2018 and the 2020 Notes mature on December 15, 2020. The Convertible Notes are convertible into cash or shares of the Company’s common stock at the Company’s option. In accordance with U.S GAAP, the notes are accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the Convertible Notes on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the Convertible Notes and the estimated fair value of the debt instruments resulted in a debt discount, with an offset recorded to additional paid-in capital representing the equity component. The debt discount is being amortized to interest expense over the expected lives of the Convertible Notes.
Derivative Instruments
The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.
The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations and comprehensive loss. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Share Repurchase Programs
ARCT III’s and ARCT IV’s boards of directors had adopted Share Repurchase Programs (the “ARCT III SRP” and the “ARCT IV SRP”, respectively, and collectively, the “SRPs”) that enabled stockholders to offer their shares to ARCT III and ARCT IV, respectively, for repurchase in limited circumstances. The SRPs permitted investors to sell their shares back to ARCT III or ARCT IV, as applicable, after they had held them for at least one year, subject to the significant conditions and limitations described below.
When a stockholder requested repurchases and the repurchases were approved by ARCT III’s or ARCT IV’s board of directors, as applicable, it reclassified such obligation from equity to a liability based on the settlement value of the obligation. The following table reflects the number of shares repurchased for the years ended December 31, 2013 and 2012 . During the year ended December 31, 2014 , the Company did not repurchase any shares of common stock under the share repurchase program.
 
 
Number of Requests
 
Number of Shares
 
Average Price per Share
2012
 
75
 
180,744

 
$
10.07

2013
 
11
 
4,956

 
24.98

Cumulative repurchase requests as of December 31, 2014
 
86
 
185,700

 
$
10.47

Upon the ARCT III Merger, the ARCT III SRP was terminated. Upon the ARCT IV Merger, the ARCT IV SRP was terminated.
Upon the closing of the ARCT III Merger, on February 28, 2013,  29.2 million  shares, or  16.5%  of the then-outstanding shares of ARCT III’s common stock, were paid in cash at  $12.00  per share, which is equivalent to  27.7 million  shares of the Company’s common stock based on the ARCT III Exchange Ratio. In addition,  148.1 million shares of ARCT III’s common stock were converted to shares of the ARCP’s common stock at the ARCT III Exchange Ratio, resulting in an additional  140.7 million  shares of the ARCP’s common stock outstanding after the exchange. On August 20, 2013, ARCP’s board of directors reauthorized its $250.0 million share repurchase program, which was originally authorized in February 2013.
Revenue Recognition
Upon the acquisition of real estate, certain properties will have leases where minimum rent payments change during the term of the lease. The Company will record rental revenue for the full term of each lease on a straight-line basis. When the Company acquires a property, the term of existing leases is considered to commence as of the acquisition date for the purposes of this calculation. Cost recoveries from tenants are included in tenant reimbursement income in the period the related costs are incurred, as applicable.
The Company’s revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. Straight-line rent receivables are included in prepaid expenses and other assets on the consolidated balance sheets. See Note 10 – Deferred Costs and Other Assets, Net . The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2014 and 2013 , the Company had $57.8 million and $20.4 million , respectively, of deferred rental income, which is included in deferred rent and other liabilities on the consolidated balance sheets.
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the allowance for uncollectible accounts or record a direct write-off of the receivable in the consolidated statements of operations and comprehensive loss. As of December 31, 2014 and December 31, 2013 , the Company recorded an allowance for uncollectible accounts of $2.5 million and $187,000 , respectively.
Contingent Rental Income
The Company owns certain properties that have associated leases that require the tenant to pay contingent rental income based on a percentage of the tenant’s sales after the achievement of certain sales thresholds, which may be monthly, quarterly or annual targets. As a lessor, the Company defers the recognition of contingent rental income until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Offering and Related Costs
Offering and related costs include costs incurred in connection with the Company’s issuance of common stock. These costs include, but are not limited to, (i) legal, accounting, printing, mailing and filing fees, (ii) escrow related fees and (iii) reimbursement to the dealer manager for amounts they paid to reimburse the due diligence expenses of broker-dealers.
Program Development Costs
The Company pays for organization, registration and offering expenses associated with the sale of common stock of the Managed REITs. The reimbursement of these expenses by the Managed REITs is limited to a certain percentage of the proceeds raised from their offerings, in accordance with their respective advisory agreements and charters. Such expenses paid by the Company on behalf of the Managed REITs in excess of these limits that are expected to be collected are recorded as program development costs. The Company assesses the collectability of the program development costs, considering the offering period and historical and forecasted sales of shares under the Managed REITs’ respective offerings and reserves for any balances considered not collectible. The Company reserved $13.1 million of such costs as of December 31, 2014 . Program development costs are included in deferred costs and other assets, net in the accompanying consolidated balance sheets.
Acquisition Related Expenses and Merger and Other Non-routine Transaction Related Expenses
All direct costs incurred as a result of a business combination are classified as acquisition costs or merger and other non-routine transaction costs and expensed as incurred. Acquisition related expenses include legal and other transaction related costs incurred in connection with self-originated acquisitions including purchases of portfolios. In addition, indirect costs, such as internal salaries, that are tracked and documented in a manner that clearly indicates that the activities driving the cost directly relate to activities necessary to complete, or effect, a business combination are classified as acquisition related expenses. Similar costs incurred in relation to mergers with entities under common control (which are not accounted for as acquisitions) are included in the caption “merger and other non-routine transactions.” Other non-routine transaction costs are also presented within the line item merger and other non-routine transactions in the consolidated statements of operations and comprehensive loss.
Merger and other non-routine transaction related expenses include the following costs (amounts in thousands):


Year Ended December 31,


2014

2013

2012
Merger related costs:









Strategic advisory services

$
35,765


$
62,332


$
—

Transfer taxes

5,109


8,931


—

Legal fees and expenses

5,464


15,081


2,603

Personnel costs and other reimbursements
 
751


3,612


—

Multi-tenant spin-off

7,450


—


—

Other fees and expenses

1,676


8,450


—

Other non-routine costs:
 
 
 
 
 
 
Post-transaction support services

14,251


4,000




Subordinated distribution fee

78,244


98,360


—

Audit Committee Investigation and related litigation
 
17,660


—


—

Furniture, fixtures and equipment

14,085


5,800


—

Legal fees and expenses

8,325


950


—

Personnel costs and other reimbursements

2,718


2,546


—

Other fees and expenses

9,016


481


—

Total

$
200,514


$
210,543


$
2,603

Due from Affiliates
The Company receives or may be entitled to receive compensation and reimbursement for services primarily relating to the Managed REITs’ offerings and the investment, management, financing and disposition of their respective assets. Refer to Note 20 – Related Party Transactions and Arrangements for further explanation.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Equity-based Compensation
The Company has an equity-based incentive award plan for non-executive directors, officers, other employees and independent contractors who are providing services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under the guidance for share-based payments. The expense for such awards is recognized over the vesting period or when the requirements for exercise of the award have been met. See Note 19 – Equity-based Compensation for additional information on these plans.
Per Share Data
Income (loss) per basic share of common stock is calculated by dividing net income (loss) less dividends on unvested restricted stock and dividends on preferred shares by the weighted-average number of shares of common stock issued and outstanding during such period. Diluted income (loss) per share of common stock considers the effect of potentially dilutive shares of common stock outstanding during the period. As the Company has the ability and intent to settle all outstanding convertible debt in cash, the Company has excluded the if-converted shares from its calculation of diluted shares.
Reportable Segments
The Company has concluded that it has two reportable segments as it has organized its operations into two segments for management and internal financial reporting purposes, REI and Cole Capital. The identification and aggregation of reportable segments requires the Company’s management to exercise certain judgments. Refer to Note 5 – Segment Reporting for further information.
Revenue Recognition – Cole Capital
Revenue consists of securities sales commissions and dealer manager fees, real estate acquisition fees, property management fees, advisory fees, asset management fees and performance fees for services relating to the Managed REITs’ offerings and the investment and management of their respective assets, in accordance with the respective advisory and dealer manager agreements. The Company records revenue related to acquisition fees, securities sales commissions and dealer manager fees upon completion of a transaction and advisory, asset and property management fees as services are performed. The Company is also reimbursed for certain costs incurred in providing these services. Securities sales commission and dealer manager reimbursements are recorded as revenue as the expenses are incurred. Other reimbursements are recorded as revenue when reimbursements are reasonably assured.
Income Taxes
ARCP currently qualifies and has elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. As a REIT, except as discussed below, ARCP generally is not subject to federal income tax on taxable income that it distributes to its stockholders so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if ARCP maintains its qualification for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, federal income taxes on certain income and excise taxes on its undistributed income.
The Operating Partnership is classified as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for federal income tax purposes. Instead, each partner in the Operating Partnership is required to take into account its allocable share of the Operating Partnership’s income, gains, losses, deductions, and credits for each taxable year. However, the Operating Partnership may be subject to certain state and local taxes on its income and property.
As of December 31, 2014 , the Operating Partnership and ARCP had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2010 remain open to examination by the major taxing jurisdictions to which the Operating Partnership, ARCP, ARCT III and ARCT IV are subject.
Under the LPA, the Operating Partnership is to conduct business in such a manner as to permit ARCP at all times to qualify as a REIT.
The Company conducts substantially all of its Cole Capital business operations through a TRS. A TRS is a subsidiary of a REIT that is subject to corporate federal, state and local income taxes, as applicable. The Company’s use of a TRS enables it to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. The Company conducts all of its business in the United States and Canada and, as a result, it files income tax returns in the U.S. federal jurisdiction, Canadian federal

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

jurisdiction and various state and local jurisdictions. Certain of the Company’s inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation.
The Company provides for income taxes in accordance with current authoritative accounting and tax guidance. The tax expense or benefit related to significant, unusual or extraordinary items is recognized in the quarter in which those items occur. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the quarter in which the change occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.
In conjunction with the acquisition of the Red Lobster Portfolio, the Company entered into a reverse section 1031 like-kind exchange agreement with a third party intermediary. The exchange agreement is for a maximum of 180 days and allows the Company, for tax purposes, to defer gains on the sale of other properties sold within this period. Until the earlier of termination of the exchange agreement or 180 days after the first acquisition date, the third party intermediary is the legal owner of each property, although the Company controls the activities that most significantly impact each property and retains all of the economic benefits and risks associated with each property. Each property is held by the third party intermediary in a variable interest entity for which the Company is the primary beneficiary. Accordingly, the Company consolidates these properties and their operations even during the period they are held by the third party intermediary. As of December 31, 2014, none of the Red Lobster properties were held by the third party intermediary, as the reverse section 1031 like-kind exchange agreement was completed on October 17, 2014.
Repurchase Agreements
In certain circumstances, the Company may obtain financing through a repurchase agreement. The Company evaluates the initial transfer of a financial instrument and the related repurchase agreement for sale accounting treatment. In instances where the Company maintains effective control over the transferred securities, the Company accounts for the transaction as a secured borrowing and, accordingly, both the securities and related repurchase agreement payable are recorded separately in the accompanying consolidated balance sheets in investment securities, at fair value and other debt, net, respectively. In instances where the Company does not maintain effective control over the transferred securities, the Company accounts for the transaction as a sale of securities for proceeds consisting of cash and a forward purchase contract.
Recent Accounting Pronouncements
In April 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, (“ASU”) No. 2014-08 Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which amends the reporting requirements for discontinued operations by updating the definition of a discontinued operation to be a component of an entity that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results, resulting in fewer disposals that qualify for discontinued operations reporting. The pronouncement also requires expanded disclosures for discontinued operations. The Company adopted ASU 2014-08 effective January 1, 2014. Beginning with the first quarter of 2014, the results of operations for all properties sold and properties classified as held for sale that do not meet the criteria to qualify as a discontinued operation and were not previously reported in discontinued operations for the year ended December 31, 2013 are presented within income from continuing operations on the accompanying consolidated statements of income.
In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09“), which supersedes the revenue recognition requirements in Revenue Recognition (Topic 605), and requires an entity to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. The Company is currently evaluating the impact of the new standard on its financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which requires management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early application permitted. The Company does not believe ASU 2014-15, when effective, will have a material impact on the Company’s consolidated financial statements because the Company currently does not have any conditions that give rise to substantial doubt about its ability to continue as a going concern.
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which eliminates the deferral of FAS 167 and makes changes to both the variable interest model and the voting model. These changes will require re-evaluation of certain entities for consolidation and will require the Company to revise its

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

documentation regarding the consolidation or deconsolidation of such entities. ASU 2015-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and is to be applied retrospectively, with early adoption permitted. The Company is currently evaluating the impact of the new standard on its financial statements.
Note 4 – Acquisitions of CapLease, Cole and CCPT
CapLease Acquisition
On November 5, 2013 (the “CapLease Acquisition Date”), the Company completed the CapLease Merger, an acquisition of a REIT that primarily owned and managed a diversified portfolio of single-tenant commercial real estate properties subject to long-term leases, the majority of which were net leases to high credit quality tenants, by acquiring 100% of the outstanding common stock and voting interests of CapLease. The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The Company’s consolidated financial statements include the results of operations of CapLease subsequent to the CapLease Acquisition Date.
The purchase price includes a cash payment of $920.7 million , which was funded by the Company through additional borrowings under its revolving credit facility and the credit facility assumed from CapLease. See Note 13 –  Other Debt and Note 14 – Credit Facilities .
The purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their estimated fair value. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the CapLease Acquisition Date (in thousands). The measurement period adjustments did not have a significant impact on the Company’s consolidated statement of operations in any period; therefore, the Company has not retrospectively adjusted its financial statements.
 
 
Amounts Previously Recognized as of the CapLease Acquisition Date (1)
 
Measurement Period Adjustments
 
Adjusted Amounts Recognized as of the CapLease Acquisition Date
Fair value of consideration given- cash
 
$
920,697

 
$
—

 
$
920,697

 
 
 
 
 
 
 
Identifiable assets acquired at fair value:
 
 
Land
 
235,843

 
—

 
235,843

Buildings, fixtures and improvements
 
1,596,481

 
—

 
1,596,481

Land and construction in process
 
12,352

 
—

 
12,352

Acquired intangible lease assets
 
191,964

 
—

 
191,964

Total real estate investments
 
2,036,640

 
—

 
2,036,640

Cash and cash equivalents
 
41,799

 
—

 
41,799

Investment securities
 
60,730

 
—

 
60,730

Loans held for investment
 
26,457

 
—

 
26,457

Restricted cash
 
29,119

 
—

 
29,119

Deferred costs and other assets, net
 
21,574

 
—

 
21,574

Total identifiable assets purchased
 
2,216,319

 
—

 
2,216,319

 
 
 
 
 
 
 
 
 
 

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

 
 
Amounts Previously Recognized as of the CapLease Acquisition Date (1)
 
Measurement Period Adjustments
 
Adjusted Amounts Recognized as of the CapLease Acquisition Date
Identifiable liabilities assumed at fair value:
 
 
Mortgage notes payable
 
$
1,037,510

 
$
(27,339
)
 
$
1,010,171

Secured credit facility
 
121,000

 
—

 
121,000

Other debt
 
114,208

 
—

 
114,208

Below-market leases
 
57,058

 
—

 
57,058

Derivative liabilities
 
158

 
—

 
158

Accounts payable and accrued expenses
 
49,291

 
—

 
49,291

Deferred rent, derivative and other liabilities
 
8,619

 
—

 
8,619

Total liabilities assumed
 
1,387,844

 
(27,339
)
 
1,360,505

 
 
 
 
 
 
 
Non-controlling interests
 
567

 
—

 
567

 
 
 
 
 
 
 
Goodwill
 
92,789

 
(27,339
)
 
65,450

Net identifiable assets acquired by Company
 
$
827,908

 
$
27,339

 
$
855,247

____________________________________
(1)
As reported in Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2013 filed with the SEC on March 2, 2015 (the “Amended 10-K”).

During the three months ended December 31, 2014 , the Company completed the fair value analysis of the NIH Loan, as defined in Note 12 – Mortgage Notes Payable . The Company initially recorded a premium of $2.9 million for the NIH Loan in the previously reported purchase price allocation. Based upon further analysis, the Company concluded that the fair value of the NIH Loan was $30.4 million , resulting in a discount of $24.5 million . As such the Company decreased the fair value of the mortgage debt assumed by $27.3 million with a corresponding adjustment to goodwill.
The fair value of real estate investments and below-market leases have been estimated by the Company with the assistance of third-party valuation firms. The estimated fair values of these assets and liabilities total $2.0 billion and $57.1 million , respectively.
The ascribed value of the non-controlling interest has been estimated based on the fair value at the acquisition date of the percentage ownership of The Woodlands, Texas development activity not held by the Company. See Note 7 – Real Estate Investments for further information on this development project.
The fair values of the remaining CapLease assets and liabilities have been calculated in accordance with the Company’s policy on purchase price allocation, as discussed in Note 3 –  Summary of Significant Accounting Policies .
Goodwill of $92.8 million has been assigned to the REI segment. The goodwill recognized is attributed to the enhancement of the Company’s year-round rental revenue stream, expected synergies and the assembled work force at CapLease.
The unaudited pro forma information in Note 7 – Real Estate Investments is presented as if CapLease had been included in the consolidated results of the Company for the years ended December 31, 2014 and 2013 .
Cole Acquisition
On February 7, 2014, ARCP completed its acquisition of Cole, as discussed in Note 2 –   Mergers and Significant Acquisitions and Sales . The Company accounted for the Cole Merger as a business combination under the acquisition method of accounting. Therefore, the Company’s consolidated financial statements include the results of operations of Cole subsequent to the Cole Acquisition Date.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Fair Value of Consideration Transferred
The fair value of the consideration transferred at the Cole Acquisition Date totaled $7.5 billion and consisted of the following (in thousands):
 
As of Cole Acquisition Date
Fair value of consideration transferred:
 
Cash
$
181,775

Common stock
7,285,868

Total consideration transferred
$
7,467,643

The fair value of the 520.8 million shares of ARCP’s common stock issued, excluding those common shares transferred to former Cole executives, was determined based on the closing market price of ARCP’s common stock on the Cole Acquisition Date. In accordance with the LPA, the Operating Partnership issued a corresponding number of General Partner OP Units to ARCP when shares of ARCP’s common stock were issued to former stockholders of Cole.
Allocation of Consideration
The consideration transferred pursuant to the Cole Merger Agreement was allocated to the assets acquired and liabilities assumed for the REI segment and Cole Capital, based upon their estimated fair values as of the Cole Acquisition Date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed, including all measurement period adjustments, at the Cole Acquisition Date (in thousands). The measurement period adjustments did not have a significant impact on the Company’s consolidated statement of operations in any period; therefore, the Company has not retrospectively adjusted its financial statements.
 
 
REI Segment
(As initially recorded)
 
Cole Capital
(As initially recorded)
 
Measurement Period Adjustments
 
Cole Capital
(As Adjusted)
 
Total as of Cole Acquisition Date
Identifiable assets acquired at fair value:
Land
 
$
1,737,839

 
$
—

 
$
—

 
$
—

 
$
1,737,839

Buildings, fixtures and improvements
 
5,901,827

 
—

 
—

 
—

 
5,901,827

Acquired intangible lease assets
 
1,324,217

 
—

 
—

 
—

 
1,324,217

Total real estate investments
 
8,963,883


—


—

 
—

 
8,963,883

Investment in unconsolidated entities
 
100,659

 
3,307

 
—

 
3,307

 
103,966

Investment securities, at fair value
 
151,197

 
—

 
—

 
—

 
151,197

Loans held for investment, net
 
72,326

 
—

 
—

 
—

 
72,326

Cash and cash equivalents
 
129,552

 
20,413

 
—

 
20,413

 
149,965

Restricted cash
 
15,704

 
—

 
—

 
—

 
15,704

Intangible assets
 
—

 
385,368

 
(80,368
)
 
305,000

 
305,000

Deferred costs and other assets
 
43,774

 
50,893

 
—

 
50,893

 
94,667

Due from affiliates
 
—

 
3,301

 
—

 
3,301

 
3,301

Total identifiable assets acquired
 
9,477,095


463,282


(80,368
)
 
382,914

 
9,860,009


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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

 
 
REI Segment
(As initially recorded)
 
Cole Capital
(As initially recorded)
 
Measurement Period Adjustments
 
Cole Capital
(As Adjusted)
 
Total as of Cole Acquisition Date
Identifiable liabilities assumed at fair value:
Mortgage notes payable, net
 
$
2,706,585

 
$
—

 
$
—

 
$
—

 
$
2,706,585

Credit facilities
 
1,309,000

 
—

 
—

 
—

 
1,309,000

Other debt
 
49,013

 
—

 
—

 
—

 
49,013

Below-market lease liabilities
 
212,433

 
—

 
—

 
—

 
212,433

Accounts payable and accrued expenses
 
87,628

 
54,615

 
—

 
54,615

 
142,243

Deferred rent, derivative and other liabilities
 
67,841

 
167,458

 
(30,741
)
 
136,717

 
204,558

Dividends payable
 
6,271

 
—

 
—

 
—

 
6,271

Due to affiliates
 
—

 
44

 
—

 
44,242

 
44,242

Total liabilities assumed
 
4,438,771

 
222,117


(30,741
)
 
191,376

 
4,630,147

 
 
 
 
 
 
 
 


 


Non-controlling interests
 
24,766

 
—

 
—

 
—

 
24,766

 
 
 
 
 
 
 
 

 

Net identifiable assets acquired
 
5,013,558

 
241,165


(49,627
)

191,538


5,205,096

Goodwill
 
1,654,085

 
558,835

 
49,627

 
608,462

 
2,262,547

Net assets acquired
 
$
6,667,643

 
$
800,000


$
—

 
$
800,000

 
$
7,467,643


During the three months ended December 31, 2014 , the Company completed its fair value analysis of the management and advisory contracts with the Managed REITs. As a result of the updated analysis, certain assumptions used in the fair value calculation changed, including the discount rate and expected cash flows from the Managed REITs for liquidation events. These changes resulted in a decrease in the fair value of the management and advisory contracts and related deferred tax liability of $80.4 million and $30.7 million , respectively, and an increase of $49.6 million to goodwill as of the Cole Acquisition Date.
The fair values of real estate investments, including acquired lease intangibles, and below-market lease liabilities allocated to the REI segment have been estimated by the Company with the assistance of a third party valuation firm. Based on the analysis received to date, the estimated fair values of these assets and liabilities total $9.0 billion and $212.4 million , respectively. The recorded values represent the estimated fair values related to such assets and liabilities. Upon completion of the analysis, including a review of the appraisals and assessment of current market rates, changes to the estimated fair values may result.
The intangible assets acquired primarily consist of management and advisory contracts that the Company has with the Managed REITs and are subject to an estimated useful life of approximately four years. The Company recorded $68.5 million of amortization expense for the period from the Cole Acquisition Date through December 31, 2014 . As of December 31, 2014, the Company recorded an impairment loss on the management and advisory contracts of $86.4 million . In connection with the impairment, the Company adjusted the estimated the remaining life of the contracts to five years. As such, the estimated amortization expense for each of the next five years is $35.1 million .
Goodwill of $1.7 billion has been assigned to the REI segment. The goodwill recognized is attributed to the enhancement of the Company’s year-round rental revenue stream, realized and expected synergies, the impact of the merger on lowering the Company’s cost of capital, as well as the benefits of critical mass, improved portfolio diversification and enhanced access to capital markets. Goodwill of $608.5 million has been assigned to Cole Capital. The goodwill is primarily supported by management’s belief that Cole Capital brings an established management platform with numerous strategic benefits including growth from new income streams and the ability to offer new products. None of the goodwill is expected to be deductible for income tax purposes.
The fair value of the remaining Cole assets and liabilities have been calculated in accordance with the Company’s policy on purchase price allocation, as disclosed in Note 3 –  Summary of Significant Accounting Policies .
The amounts of revenue and net income related to Cole property acquisitions and Cole Capital included in the accompanying consolidated statements of operations from the Cole Acquisition Date to the period ended December 31, 2014 was $814.8 million and $47.3 million respectively.
The unaudited pro forma information in Note 7 – Real Estate Investments are presented as if Cole had been included in the consolidated results of the Company for the entire periods ended December 31, 2014 and 2013 .

F-39
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

CCPT Acquisition
On May 19, 2014, the Company completed its acquisition of CCPT, as discussed in Note 2 –   Mergers and Significant Acquisitions and Sales . The Company accounted for the CCPT Merger as a business combination under the acquisition method of accounting. Therefore, the Company’s consolidated financial statements include the results of operations of CCPT subsequent to the CCPT Acquisition Date.
Fair Value of Consideration Transferred
The Company is in the process of gathering certain additional information in order to finalize its assessment of the fair value of the consideration transferred; thus, the fair values of currently recorded assets and liabilities are subject to change. The estimated fair value of the consideration transferred at the CCPT Acquisition Date totaled $73.2 million , which was paid in cash. The acquisition was funded by the Company through additional borrowings under its revolving credit facility.
Allocation of Consideration
The consideration transferred pursuant to the CCPT Merger Agreement was allocated to the assets acquired and liabilities assumed based upon their preliminary estimated fair values as of the CCPT Acquisition Date. The Company is in the process of gathering certain additional information in order to finalize its assessment of the fair value of certain intangible assets; thus, the provisional measurements of intangible assets and goodwill are subject to change. Such post-closing adjustments are customary in nature in accordance with ASC 805, Business Combinations. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed by segment at the CCPT Acquisition Date (in thousands):
 
May 19, 2014 (Preliminary)
Identifiable assets acquired at fair value:
 
Land
$
28,258

Buildings, fixtures and improvements
113,296

Acquired intangible lease assets
17,960

Total real estate investments
159,514

Cash and cash equivalents
167

Restricted cash
2,420

Prepaid expenses and other assets
297

Total identifiable assets acquired
162,398

 
 
Identifiable liabilities assumed at fair value:
 
Mortgage notes payable
85,286

Unsecured credit facility
800

Accounts payable and accrued expenses
443

Below-market lease liability
1,752

Due to affiliates
568

Deferred rent and other liabilities
390

Total liabilities assumed
89,239

 
 
Net identifiable assets acquired
$
73,159

The fair value of real estate investments, including acquired lease intangibles, and below-market lease liabilities have been estimated by the Company with the assistance of a third party valuation firm. Based on a preliminary analysis received to date, the estimated fair value of these assets and liabilities total $159.5 million and $1.8 million , respectively. The recorded values represent the estimated fair values related to such assets and liabilities. Upon completion of the analysis, including a review of the appraisals and assessment of current market rates, changes to the estimated fair values may result.
The fair value of the remaining CCPT assets and liabilities have been calculated in accordance with the Company’s policy on purchase price allocation, as disclosed in the Amended 10-K.

F-40
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

The amounts of revenue and net loss related to CCPT property acquisitions included in the accompanying consolidated statements of operations from the CCPT Acquisition Date to the period ended December 31, 2014 were $8.2 million and $1.8 million , respectively.
The unaudited pro forma information in Note 7 – Real Estate Investments are presented as if CCPT had been included in the consolidated results of the Company for the year ended December 31, 2014 and 2013 .
Note 5 – Segment Reporting
The Company operates in two segments, REI and Cole Capital.
REI – Through its REI segment, the Company acquires, owns and operates primarily single-tenant, freestanding commercial real estate properties primarily subject to net leases with high credit quality tenants. As of December 31, 2014 , the Company owned 4,648 properties comprising 103.1 million square feet of single- and multi-tenant retail and commercial space located in 49 states, the District of Columbia, Puerto Rico, and Canada, which include properties owned through consolidated joint ventures. The rentable space at these properties was 99.3% leased with a weighted average remaining lease term of 11.8 years. In addition, as of December 31, 2014 , the Company owned 10 commercial mortgage-backed securities (“CMBS”), 14 loans held for investment and, through the Unconsolidated Joint Ventures, had interests in six properties comprising 1.6 million rentable square feet of commercial and retail space.
Cole Capital – Cole Capital is contractually responsible for managing the Managed REITs’ affairs on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. Cole Capital serves as the dealer manager and distributes shares of common stock for certain Managed REITs and advises them regarding offerings, manages relationships with participating broker-dealers and financial advisors and provides assistance in connection with compliance matters relating to the offerings. Cole Capital receives compensation and reimbursement for services relating to the Managed REITs’ offerings and the investment, management, financing and disposition of their respective assets, as applicable. Cole Capital also develops new REIT offerings, including obtaining regulatory approvals from the U.S. Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority, Inc. (“FINRA”) and various blue sky jurisdictions for such offerings.
The Company allocates certain operating expenses, such as audit and legal fees, board of director fees, employee related costs and benefits and general overhead expenses between its operating segments. The following tables present a summary of the comparative financial results and total assets for each business segment (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
REI:
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Rental income
 
$
1,271,574

 
$
310,508

 
$
65,262

Direct financing lease income
 
3,603

 
2,244

 
—

Operating expense reimbursements
 
100,522

 
16,571

 
1,945

Total real estate investment revenues
 
1,375,699

 
329,323


67,207

Operating expenses:
 
 
 
 
 
 
Acquisition related
 
35,469

 
76,113

 
45,070

Merger and other non-routine transactions
 
198,545

 
210,543

 
2,603

Property operating
 
137,741

 
23,616

 
3,522

Management fees to affiliates
 
13,888

 
17,462

 
212

General and administrative
 
83,574

 
123,172

 
5,458

Depreciation and amortization
 
844,743

 
210,976

 
40,957

Impairment of real estate
 
100,547

 
3,346

 
—

Total operating expenses
 
1,414,507

 
665,228


97,822

Operating loss
 
(38,808
)
 
(335,905
)

(30,615
)

F-41
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Other (expense) income:
 
 
 
 
 
 
Interest expense, net
 
$
(452,648
)
 
$
(105,548
)
 
$
(11,856
)
Extinguishment of debt, net
 
(21,869
)
 
—

 
—

Other income, net
 
80,636

 
3,824

 
979

Loss on derivative instruments, net
 
(10,570
)
 
(67,946
)
 
—

Loss on held for sale assets and disposition of properties, net
 
(277,031
)
 
—

 
—

Loss on sale of investments in affiliates
 
—

 
(411
)
 
—

Gain (loss) on sale of investments
 
6,357

 
(1,795
)
 
—

Total other expenses, net
 
(675,125
)
 
(171,876
)

(10,877
)
Net loss from continuing operations
 
(713,933
)
 
(507,781
)

(41,492
)
Discontinued operations:
 
 
 
 
 
 
Loss from operations of held for sale assets
 
—

 
(34
)
 
(145
)
Loss on held for sale properties
 
—

 
—

 
(600
)
Net loss from discontinued operations
 
—

 
(34
)

(745
)
Net loss
 
$
(713,933
)
 
$
(507,815
)

$
(42,237
)
 
 
 
 
 
 
 
Cole Capital:
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Dealer manager and distribution fees, selling commissions and offering reimbursements
 
$
87,109

 
$
—

 
$
—

Transaction service fees
 
60,672

 
—

 
—

Management fees and reimbursements
 
55,777

 
—

 
—

Total Cole Capital revenues
 
203,558

 
—


—

Operating expenses:
 
 
 
 
 
 
Cole Capital reallowed fees and commissions
 
66,228

 
—

 
—

Acquisition related
 
3,362

 
—

 
—

Merger and other non-routine transactions
 
1,969

 
—

 
—

General and administrative expenses
 
91,167

 
—

 
—

Depreciation and amortization
 
71,260

 
—

 
—

Impairments of intangible assets
 
309,444

 
—

 
—

Total operating expenses
 
543,430


—


—

Total other income
 
42,893

 
—

 
—

Net loss
 
$
(296,979
)
 
$
—


$
—

 
 
 
 
 
 
 
Total Company:
 
 
 
 
 
 
Total revenues
 
$
1,579,257

 
$
329,323


$
67,207

Total operating expenses
 
$
1,957,937

 
$
665,228


$
97,822

Total other expense
 
$
(632,232
)
 
$
(171,876
)

$
(10,877
)
Loss from continuing operations
 
$
(1,010,912
)
 
$
(507,781
)

$
(41,492
)
Loss from discontinued operations
 
$
—

 
$
(34
)

$
(745
)
Net loss
 
$
(1,010,912
)
 
$
(507,815
)

$
(42,237
)

F-42
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

 
Total Assets
 
December 31, 2014
 
December 31, 2013
REI
$
19,821,440

 
$
7,809,083

Cole Capital
693,699

 
—

Total Company
$
20,515,139

 
$
7,809,083

Note 6 – Goodwill and Other Intangibles
In connection with the Caplease Merger and Cole Merger, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. No goodwill was recorded on the CCPT Acquisition. The goodwill recorded on the Cole Merger was allocated between the Company’s two reporting units, the REI segment and Cole Capital segment. See Note 4 – Acquisitions of CapLease, Cole and CCPT for further detail of the various mergers.
The following table summarizes the Company’s goodwill activity during the years ended December 31, 2014 and 2013 by segment (in thousands):
 
 
REI Segment
 
Cole Capital
 
Consolidated
Balance as of January 1, 2013
 
$
—

 
$
—

 
$
—

Caplease Merger
 
92,789

 
—

 
92,789

Balance as of December 31, 2013
 
92,789


—


92,789

Cole Merger (1)
 
1,654,085

 
558,835

 
2,212,920

Measurement period adjustments
 
(27,339
)
 
49,627

 
22,288

Goodwill allocated to dispositions (2)
 
(210,139
)
 
—

 
(210,139
)
Impairment (3)
 
—

 
(223,064
)
 
(223,064
)
Balance as of December 31, 2014
 
$
1,509,396

 
$
385,398


$
1,894,794

_______________________________________________
(1) Goodwill recognized from the Cole Merger was assigned to the REI segment and Cole Capital based on the excess consideration paid over the fair value of the assets and liabilities acquired and assumed in each segment. Refer to Note 4 – Acquisitions of CapLease, Cole and CCPT for further discussion.
(2)
Goodwill allocated to the cost basis of properties sold or classified as held for sale is included in loss on held for sale assets and disposition of properties, net, in the consolidated statement of operations.
(3) The Cole Capital reporting segment impairment was recognized during the three months ended December 31, 2014 .
In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Intangible lease assets and liabilities of the Company consist of the following as of December 31, 2014 and 2013 (amounts in thousands, except weighted-average remaining life):
 
 
Weighted-Average Remaining Life
 
December 31,
 
 
 
2014
 
2013
Intangible lease assets:
 
 
 
 
 
 
In-place leases, net accumulated amortization of $236,096 and $60,753, respectively
 
12.7
 
$
1,816,508

 
$
689,109

Leasing commissions, net of accumulated amortization of $505 and $155, respectively
 
6.7
 
4,205

 
227

Above-market leases, net of accumulated amortization of $22,471 and $658, respectively
 
15.3
 
355,269

 
8,693

Total intangible lease assets, net
 
 
 
2,175,982

 
698,029

 
 
 
 
 
 
 

F-43
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

 
 
Weighted-Average Remaining Life
 
December 31,
 
 
 
2014
 
2013
Intangible lease liabilities:
 
 
 
 
 
 
Below-market leases, net of accumulated amortization of $19,123 and $715, respectively
 
13.8
 
$
317,838

 
$
77,169

The following table provides the projected amortization expense and adjustments to rental income related to the intangible lease assets and liabilities for the next five years as of December 31, 2014 (amounts in thousands) :
 
 
2015
 
2016
 
2017
 
2018
 
2019
In-place leases:
 
 
 
 
 
 
 
 
 
 
Total to be included in amortization expense
 
$
195,682

 
$
182,450

 
$
165,900

 
$
151,892

 
$
142,032

Leasing Commissions
 
 
 
 
 
 
 
 
 
 
Total to be included in amortization expense
 
$
445

 
$
472

 
$
459

 
$
351

 
$
327

Above-market lease assets:
 
 
 
 
 
 
 
 
 
 
Total to be deducted from rental income
 
$
27,129

 
$
26,978

 
$
26,598

 
$
26,016

 
$
24,033

Below-market lease liabilities:
 
 
 
 
 
 
 
 
 
 
Total to be included in rental income
 
$
(28,881
)
 
$
(22,752
)
 
$
(22,608
)
 
$
(22,276
)
 
$
(21,532
)
Note 7 – Real Estate Investments
Excluding the Cole Merger, the ARCT IV Merger and the CCPT Merger, the Company acquired interests in 1,107 commercial properties, including 31 land parcels, for an aggregate purchase price of $3.8 billion during the year ended December 31, 2014 (the “2014 Acquisitions”). During the year ended December 31, 2013, the Company acquired the interests in 1,739 commercial properties, excluding the ARCT III Merger and Caplease Merger for an aggregate purchase price of $3.5 billion . The Company is in the process of obtaining and reviewing the final third party appraisals for some of the 2014 Acquisitions and, as such, the fair values of the related assets acquired and liabilities assumed during the year ended December 31, 2014 are provisionally allocated. The following table presents the preliminary allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (dollar amounts in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
Real estate investments, at cost:
 
 
 
 
Land
 
$
808,930

 
$
883,491

Buildings, fixtures and improvements
 
2,505,409

 
2,311,211

Total tangible assets
 
3,314,339

 
3,194,702

Acquired intangible assets:
 
 
 
 
In-place leases
 
545,389

 
334,839

Above-market leases
 
112,484

 
12,317

Assumed intangible liabilities:
 
 
 
 
Below-market leases
 
(107,185
)
 
(21,446
)
Fair value adjustment of assumed notes payable
 
(23,589
)
 
—

Total purchase price of assets acquired, net
 
3,841,438

 
3,520,412

Notes payable assumed
 
(301,532
)
 
—

Cash paid for acquired real estate investments
 
$
3,539,906

 
$
3,520,412

Number of properties acquired
 
1,107

 
1,739

The following table presents unaudited pro forma information as if all of the 2014 Acquisitions and the Cole Merger, ARCT IV Merger and CCPT Merger, as discussed in Note 2 –   Mergers and Significant Acquisitions and Sales , were completed on January 1, 2013 for each period presented below. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of acquisitions to reflect the additional depreciation and amortization and interest expense that would have been charged had the acquisitions occurred on January 1, 2013. Additionally, the unaudited pro forma net loss attributable

F-44
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

to stockholders was adjusted to exclude acquisition related expenses of $38.8 million and $76.1 million for the year ended December 31, 2014 and 2013 , respectively, and merger and other non-routine transaction related expenses of $200.5 million and $210.5 million for the year ended December 31, 2014 and 2013 , respectively (in thousands).
 
 
Year Ended December 31,
 
 
2014
 
2013
 
 
(Unaudited)
 
(Unaudited)
Pro forma revenues
 
$
1,853,014

 
$
1,585,511

Pro forma net income (loss) attributable to stockholders
 
$
(606,549
)
 
$
(478,093
)
Future Lease Payments
The following table presents future minimum base rental cash payments due to the Company over the next five years and thereafter. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items (in thousands):
 
 
Future Minimum Operating Lease
Base Rent Payments
 
Future Minimum
Direct Financing Lease Payments (1)
2015
 
1,245,051

 
$
4,757

2016
 
1,239,590

 
4,674

2017
 
1,207,816

 
4,273

2018
 
1,171,135

 
3,183

2019
 
1,130,291

 
2,397

Thereafter
 
10,050,096

 
7,915

Total
 
$
16,043,979

 
$
27,199

____________________________________
(1) 40 properties are subject to direct financing leases and, therefore, revenue is recognized as direct financing lease income on the discounted cash flows of the lease payments. Amounts reflected are the cash rent on these respective properties.
Investment in Direct Financing Leases, Net
The components of the Company’s net investment in direct financing leases as of December 31, 2014 and December 31, 2013 are as follows (in thousands):
 
 
December 31, 2014
 
December 31, 2013
Future minimum lease payments receivable
 
$
27,199

 
$
33,729

Unguaranteed residual value of property
 
39,852

 
46,172

Unearned income
 
(10,975
)
 
(13,789
)
Net investment in direct financing leases
 
$
56,076

 
$
66,112

Development Activities
During the year ended December 31, 2014 , the Company acquired 31 land parcels upon which single-tenant commercial properties will be developed. Based on budgeted construction costs, the remaining costs to complete the buildings is estimated to be $18.4 million in aggregate. The land acquired for an aggregate amount of $12.4 million is included in the accompanying consolidated balance sheet. Of the 31 land parcels acquired during the year ended December 31, 2014 , the Company completed 11 of the development projects and placed them in service. In addition, through the CapLease Merger, the Company acquired one land parcel during 2013 to develop an office building, which was completed during the year ended December 31, 2014 .

F-45
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Tenant Concentration
As of December 31, 2014 , Red Lobster represents 11.6% of consolidated annualized rental income. As of December 31, 2013 , there were no tenants exceeding 10% of consolidated annualized rental income. Annualized rental income for net leases is rental income as of the period reported, which includes the effect of tenant concessions such as free rent, as applicable.
Geographic Concentration
For the year ended December 31, 2014 and 2013 , properties located in Texas represented 12.7% and 10.7% of consolidated annualized rental income, respectively.
Note 8 –   Investment Securities, at Fair Value
Investment securities are considered available-for-sale and, therefore, increases or decreases in the fair value of these investments are recorded in accumulated other comprehensive income (loss) as a component of equity on the consolidated balance sheets unless the securities are considered to be other-than-temporarily impaired at which time the losses are reclassified to expense.
The following tables detail the unrealized gains and losses on investment securities as of December 31, 2014 and December 31, 2013 (in thousands):
 
 
December 31, 2014

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
CMBS
 
$
56,459

 
$
2,207

 
$
(20
)
 
$
58,646

 
 
December 31, 2013
 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Investments in real estate fund
 
$
1,589

 
$
—

 
$
(105
)
 
$
1,484

CMBS
 
60,452

 
498

 
(367
)
 
60,583

Total
 
$
62,041

 
$
498

 
$
(472
)
 
$
62,067

CMBS
In connection with the Cole Merger, the Company acquired 15 CMBS with an estimated aggregate fair value of $151.2 million as of the Cole Acquisition Date. On September 29, 2014, the Company sold the 15 CMBS acquired in the Cole Merger for proceeds of $158.0 million , and recorded a gain of $6.2 million which is included in Gain (loss) on sale of investments in the accompanying consolidated statements of operations. In connection with the sale, the Company settled the outstanding repurchase agreements that were secured by a portion of the CMBS. See Note 13 – Other Debt for further discussion on the repurchase agreements. As of December 31, 2014 and December 31, 2013 , the Company owned 10 CMBS with an estimated aggregate fair value of $58.6 million and $60.6 million , respectively.
The scheduled maturity of the Company’s CMBS as of December 31, 2014 is as follows (in thousands):
 
 
December 31, 2014
 
 
Amortized Cost
 
Fair Value
Due within one year
 
$
—

 
$
—

Due after one year through five years
 
945

 
969

Due after five years through 10 years
 
48,661

 
50,814

Due after 10 years
 
6,853

 
6,863

 
 
$
56,459

 
$
58,646

Investment in Real Estate Fund
Prior to September 30, 2014, the Company had investments in a real estate fund that is sponsored by an affiliate of the Former Manager and which invests primarily in equity securities of other publicly-traded REITs. This investment was accounted for under the equity method of accounting because the Company had significant influence but not control. During the year ended December 31,

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

2014 , the Company sold the investments and recorded a gain on the sale of the securities of $178,000 , which is included in the gain (loss) on sale of investments in the accompanying consolidated statements of operations.
Note 9 – Loans Held for Investment
During the year ended December 31, 2014 , in connection with the Cole Merger, the Company acquired two mortgage notes receivable, each of which is secured by an office building. The mortgage notes had a fair value of $72.3 million as of the Cole Acquisition Date. During the year ended December 31, 2014 , the third party borrower paid off the remaining balance of the two notes receivable acquired in connection with the Cole Merger, in full, for a total payment of $71.8 million , which includes accrued interest and a $0.5 million fee in lieu of a prepayment premium, which is included in other income, net in the accompanying consolidated statement of operations. Upon repayment, the Company wrote off the remaining unamortized premium of $0.4 million , which is included in other income, net in the accompanying consolidated statement of operations. The Company also purchased two additional mortgage loans during the year ended December 31, 2014 for $3.0 million .
In addition, in connection with the RCAP settlement, as discussed in Note 20 – Related Party Transactions and Arrangements , RCAP issued a $15.3 million unsecured note to the OP that bears interest at 8.0% per annum and matures on March 31, 2017 (the “RCAP Promissory Note”). The RCAP Promissory Note requires principal payments of $7.7 million on March 31, 2016 and $3.8 million on September 30, 2016 and the remaining balance is due at maturity. RCAP may elect to prepay the RCAP Promissory Note at par any time prior to maturity.
As of December 31, 2014 and 2013, the Company owned 14 and 12 loans held for investment, respectively. As of December 31, 2014 , the loans had a carrying value of $42.1 million and carried interest rates ranging from 5.11% to 7.24% . The fair value adjustment is being amortized to interest expense in the consolidated statements of operations over the term of the loan, using the effective interest method.
The Company’s loan portfolio is comprised primarily of fully amortizing or nearly fully amortizing first mortgage loans on commercial real estate leased to a single tenant. Therefore, the Company’s monitoring of the credit quality of its loans held for investment is focused primarily on an analysis of the tenant, including review of tenant credit ratings (including changes in ratings) and other measures of tenant credit quality, trends in the tenant’s industry and general economic conditions and an analysis of measures of collateral coverage, such as an estimate of the loan’s loan-to-value (“LTV”) ratio (principal amount outstanding divided by estimated value of the property) and its remaining term until maturity. As of December 31, 2014 and 2013 , the Company had no reserve for loan loss.
Note 10 – Deferred Costs and Other Assets, Net
Deferred costs and other assets, net consisted of the following as of December 31, 2014 and December 31, 2013 (in thousands):
 
 
December 31, 2014
 
December 31, 2013 (3)
Deferred costs, net
 
$
126,202

 
$
84,746

Accounts receivable, net  (1)
 
66,021

 
16,254

Straight-line rent receivable
 
89,355

 
19,010

Prepaid expenses
 
15,171

 
43,801

Leasehold improvements, property and equipment, net (2)
 
21,351

 
531

Restricted escrow deposits
 
34,339

 
101,813

Deferred tax asset and tax receivable
 
15,924

 
—

Program development costs, net
 
12,871

 
—

Derivative assets, at fair value
 
5,509

 
9,189

Other assets
 
3,179

 
5,317

 
 
$
389,922

 
$
280,661

___________________________________
(1)
Allowance for doubtful accounts was $2.5 million and $0.2 million as of December 31, 2014 and December 31, 2013 , respectively.
(2)
Amortization expense for leasehold improvements totaled $1.3 million and $7,000 for the years ended December 31, 2014 and December 31, 2013 , respectively. Accumulated amortization was $1.2 million and $7,000 as of December 31, 2014 and December 31, 2013 , respectively. Depreciation expense for property and equipment totaled $1.6 million and $5,000 for the

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

years ended December 31, 2014 and December 31, 2013 , respectively. Accumulated depreciation was $2.4 million and $5,000 as of December 31, 2014 and December 31, 2013 , respectively.
(3) December 31, 2013 line items have been broken out since the previously filed presentation to conform with current presentation and provide detailed balances relating to derivative assets, prepaid expenses, and deferred costs.
Note 11 – Fair Value of Financial Instruments
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The guidance defines three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 – Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be infrequent.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2014 and 2013 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company ’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
During the year ended December 31, 2014 , real estate assets with a carrying amount of $199.5 million related to 16 properties were deemed to be impaired and their carrying amounts were reduced to their estimated fair values, resulting in impairment charges of $100.5 million . During the year ended December 31, 2013 , real estate assets with a carrying amount of $4.5 million related to two properties were deemed to be impaired, resulting in impairment charges of $3.3 million . Impairment charges for the years ended 2014 and 2013 are included in impairments on the consolidated statements of operations.
The Company’s estimated fair values of its real estate assets were primarily based upon an income approach utilizing a present value technique to discount the expected cash flows using market participant assumptions for market rent and terminal values, which are considered to be Level 3 inputs, or based upon recent comparable sales transactions, which are considered to be Level 2 inputs. The aggregate fair value of impaired real estate assets for the year ended December 31, 2014 and December 31, 2013 was $99.0 million and $1.2 million , respectively.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

The following tables present information about the Company ’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and December 31, 2013 , aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands):


Level 1

Level 2

Level 3

Balance as of
December 31, 2014
Assets:








CMBS
 
$
—

 
$
—

 
$
58,646

 
$
58,646

Interest rate swap assets

—

 
5,509

 
—


5,509

Total assets
 
$
—

 
$
5,509

 
$
58,646

 
$
64,155

Liabilities:
 
 
 
 
 
 
 
 
Interest rate swap liabilities

$
—

 
$
(7,384
)
 
$
—


$
(7,384
)











Level 1

Level 2

Level 3

Balance as of December 31, 2013
Assets:
 
 
 
 
 
 
 
 
Investments in real estate fund
 
$
—

 
$
1,484

 
$
—

 
$
1,484

CMBS
 
—

 
—

 
60,583

 
60,583

Interest rate swap assets
 
—

 
9,189

 
—

 
9,189

Total assets
 
$
—

 
$
10,673

 
$
60,583

 
$
71,256

Liabilities:
 
 
 
 
 
 
 
 
Interest rate swap liabilities
 
$
—

 
$
(1,719
)
 
$
—

 
$
(1,719
)
Series D Preferred Stock embedded derivative
 
—

 
—

 
(16,736
)
 
(16,736
)
Total liabilities
 
$
—

 
$
(1,719
)
 
$
(16,736
)
 
$
(18,455
)
CMBS – The fair values of the Company ’s CMBS are valued using broker quotations, collateral values, subordination levels and liquidity of the individual securities.
Derivatives – The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company ’s potential nonperformance risk and the performance risk of the counterparties.
Series D Preferred Stock embedded derivative – The valuation of this derivative instrument was determined using a binomial option pricing model. Key inputs in the model include the expected term, risk-free interest rate, volatility and dividend yield.
The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, due to affiliates and accounts payable approximate their carrying value on the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy.
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 or Level 3 of the fair value hierarchy during the year ended December 31, 2014 .

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

The following are reconciliations of the changes in instruments with Level 3 inputs in the fair value hierarchy for the years ended December 31, 2014 and 2013(in thousands):
 
 
CMBS
 
Series D Preferred Stock Embedded Derivative
 
Contingent Consideration
Arrangements
 
Total
Balance, December 31, 2012
 
$
—

 
$
—

 
$
—

 
$
—

Fair value at purchase/issuance
 
60,730

 
(18,692
)
 
—

 
42,038

Dispositions
 
(278
)
 
—

 
—

 
(278
)
Changes in fair value included in net loss
 
131

 
1,956

 
—

 
2,087

Balance, December 31, 2013
 
60,583

 
(16,736
)
 
—

 
43,847

Total gains and losses:
 
 
 
 
 
 
 
 
Unrealized gain included in other comprehensive income, net
 
8,731

 
—

 
—

 
8,731

Changes in fair value included in net loss
 
—

 
(13,594
)
 
3,292

 
(10,302
)
Purchases, issuances, settlements and amortization:
 
 
 
 
 
 
 
 
Fair value at purchase/issuance
 
151,197

 
—

 
(3,606
)
 
147,591

Dispositions
 
(158,637
)
 


 
—

 
(158,637
)
Principal payments received
 
(3,505
)
 
—

 
—

 
(3,505
)
Amortization included in net loss
 
277

 
—

 
—

 
277

Payment
 
—

 
—

 
314

 
314

Redemption of Series D
 
—

 
30,330

 
—

 
30,330

Balance, December 31, 2014
 
$
58,646


$
—


$
—


$
58,646

The fair values of the Company ’s financial instruments that are not reported at fair value on the consolidated balance sheets are reported below (dollar amounts in thousands):
 
 
Level
 
Carrying Amount at December 31, 2014
 
Fair Value at December 31, 2014
 
Carrying Amount at December 31, 2013
 
Fair Value at December 31, 2013
Assets:
 
 
 
 
 
 
 
 
 
 
Loans held for investment
 
3
 
$
42,106

 
$
42,645

 
$
26,279

 
$
26,435

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Mortgage notes payable, net
 
3
 
$
3,759,935

 
$
3,883,341

 
$
1,301,114

 
$
1,305,823

Corporate bonds, net
 
3
 
2,546,499

 
2,709,845

 
—

 
—

Convertible debt, net
 
3
 
977,521

 
1,088,069

 
972,490

 
976,629

Credit facilities
 
3
 
3,184,000

 
3,145,884

 
1,969,800

 
1,843,145

Other Debt
 
3
 
45,826

 
47,688

 
104,804

 
228,399

Total liabilities
 
 
 
$
10,513,781

 
$
10,874,827

 
$
4,348,208

 
$
4,353,996

Loans held for investment – The fair value of the Company’s fixed-rate loan portfolio is estimated with a discounted cash flow analysis, utilizing scheduled cash flows and discount rates estimated by management to approximate those that a willing buyer and seller might use.
Credit facilities – Management believes that the stated interest rates (which float based on short-term interest rates) approximate market rates. As such, the fair values of these obligations are estimated to be equal to the outstanding principal amounts.
Convertible notes, mortgage notes payable and secured term loan – The fair value of mortgages payable on real estate investments and the secured term loan is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of market interest rates.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Trust preferred notes – The fair value of the Company’s other long-term debt is estimated using a discounted cash flow analysis, based on management’s estimates of market interest rates.
Note 12 – Mortgage Notes Payable
The Company ’s mortgage notes payable consist of the following as of December 31, 2014 and December 31, 2013 (dollar amounts in thousands):
 
 
Encumbered Properties
 
Outstanding Loan Amount
 
Weighted Average
Effective Interest Rate (1)
 
Weighted Average Maturity (2)
December 31, 2014
 
776

 
$
3,689,795

 
4.88
%
 
6.18
December 31, 2013
 
177

 
$
1,258,661

 
3.42
%
 
3.41
____________________________________
(1)
Mortgage notes payable primarily have fixed rates or are fixed by way of interest rate swap arrangements. Effective interest rates range from 2.75% to 7.20% at December 31, 2014 and 1.83% to 6.28% at December 31, 2013 .
(2)
Weighted-average remaining years until maturity as of December 31, 2014 and December 31, 2013 , respectively.
In conjunction with the various mergers and portfolio acquisitions, as described in Note 2 –   Mergers and Significant Acquisitions and Sales , aggregate net premiums totaling $137.4 million were recorded upon the assumption of the mortgages for above-market interest rates. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgages using the effective-interest method. As of December 31, 2014 , there was $70.1 million in unamortized net premiums included in mortgage notes payable, net on the consolidated balance sheet.
The following table summarizes the scheduled aggregate principal repayments subsequent to December 31, 2014 (in thousands):
Year
 
Total
2015
 
163,821

2016
 
250,658

2017
 
457,903

2018
 
221,105

2019
 
297,146

Thereafter
 
2,299,162

Total
 
$
3,689,795

The Company ’s mortgage loan agreements generally require restrictions on corporate guarantees and the maintenance of financial covenants including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). As of December 31, 2014 , the Company believes it was in compliance with the debt covenants under the mortgage loan agreements.
During the year ended December 31, 2014 , the Company repaid or sold $1.6 billion of mortgage notes payable, including notes that were subject to interest rate swap agreements. In connection with the debt repayments, the Company paid prepayment fees totaling $35.9 million for the year ended December 31, 2014 , which are included in extinguishment of debt, net in the accompanying consolidated statements of operations. In addition, the Company paid $11.4 million during the year ended December 31, 2014 for the settlement of interest rate swaps that were associated with certain mortgage notes, which approximated the fair value of the interest rate swaps. The Company wrote off the deferred financing costs and net premiums associated with these mortgages, which resulted in a gain of $18.3 million during the year ended December 31, 2014 , which is included in extinguishment of debt, net in the accompanying consolidated statements of operations. The mortgages repaid during the year ended December 31, 2014 had a weighted average remaining interest rate of 4.72% and a weighted average remaining term of 4.06 years.
National Institute of Health
The Company acquired an office building in Bethesda, Maryland occupied by the National Institute of Health (“NIH”) with a fair value approximating $40.0 million on November 5, 2013 as part of the Caplease Merger. The office building secures a mortgage loan that had an outstanding balance of $53.8 million as of December 31, 2014 (the “NIH Loan”). On November 1,

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

2013, NIH substantially vacated the building resulting in a shortfall between the rental cash inflows and the debt service payments. Due to this shortfall, the Company elected to stop making the debt service payments on the NIH Loan which resulted in the lender placing the loan in default on June 12, 2014.
Subsequent to December 31, 2014 , the property went to a foreclosure auction. On January 13, 2015, a Substitute Trustees’ Deed was filed with the Clerk’s Office of Montgomery County, Maryland and the foreclosure sale was ratified by the court. As a result of the ratification, the Company forfeited its rights to the property and was relieved of its obligation on the NIH Loan. A gain is expected to be recorded in 2015.
Note 13 –   Other Debt
Corporate Bond Offering
On February 6, 2014, the OP issued, in a private offering, $2.55 billion aggregate principal amount of senior unsecured notes consisting of $1.3 billion aggregate principal amount of 2.00% senior notes due February 6, 2017 (the “2017 Notes”), $750.0 million aggregate principal amount of 3.00% senior notes due February 6, 2019 (the “2019 Notes”) and $500.0 million aggregate principal amount of 4.60% senior notes due February 6, 2024 (the “2024 Notes,” and, together with the 2017 Notes and 2019 Notes, the “Notes”). The Notes are guaranteed by ARCP. The OP may redeem all or a part of any series of the Notes at any time at its option at the redemption prices set forth in the indenture governing the Notes, plus accrued and unpaid interest on the principal amount of the Notes of such series being redeemed to, but excluding, the applicable redemption date. With respect to the 2019 Notes and the 2024 Notes, if such Notes are redeemed on or after January 6, 2019 with respect to the 2019 Notes, or November 6, 2023 with respect to the 2024 Notes, the redemption price will equal 100% of the principal amount of the Notes of the applicable series to be redeemed, plus accrued and unpaid interest on the amount being redeemed to, but excluding, the applicable redemption date. In conjunction with this bond offering, aggregate discounts totaling $4.2 million were recorded. As of December 31, 2014 , the unamortized net discount totaled $3.5 million .
On September 12, 2014, the OP commenced an offer to exchange the 2017 Notes, 2019 Notes and 2024 Notes for new $1.3 billion aggregate principal amount of 2.00% senior notes due 2017 (the “Exchange 2017 Notes”), new $750.0 million aggregate principal amount of 3.00% senior notes due 2019 (the “Exchange 2019 Notes”) and new $500.0 million aggregate principal amount of 4.60% senior notes due 2024 (the “Exchange 2024 Notes,” and, together with the Exchange 2017 Notes and Exchange 2019 Notes, the “Exchange Notes”). The terms of the Exchange Notes are substantially similar to the terms of the Notes except that the Exchange Notes are registered under the Securities Act of 1933 and are freely transferable. The exchange offer closed on October 16, 2014, with 100% of the Notes exchanged for Exchanged Notes.
Convertible Senior Note Offering
Effective July 29, 2013, the Operating Partnership issued to the General Partner $300.0 million of the 3.00% Convertible Senior Notes due 2018 and issued an additional $10.0 million of such notes on August 1, 2013 (collectively, the “Original 2018 Notes”). Effective December 10, 2013, the OP issued an additional $287.5 million of the notes when ARCP conducted a reopening of the Original 2018 Notes indenture agreement (the “Reopened 2018 Notes,” together with the Original 2018 Notes, the “2018 Notes”). The 2018 Notes mature on August 1, 2018 . Such issuances were identical to ARCP’s registered issuances of the same amount of notes to various purchasers in a public offering. The fair value of the Original 2018 Notes and Reopened 2018 Notes was determined at issuance to be $299.6 million and $282.1 million , respectively, resulting in a debt discount of $10.4 million and $5.4 million , respectively, with an offset recorded for the General Partner to additional paid-in capital and for the Operating Partnership to partners’ equity, both representing the equity component of the notes for the conversion options. The discount is being amortized to interest expense over the expected lives of the 2018 Notes. As of December 31, 2014 , the carrying value of the Original 2018 Notes and Reopened 2018 Notes was $302.6 million and $283.3 million , respectively. In connection with any permissible conversion election made by the holders of the identical convertible notes issued by ARCP, the General Partner may elect to convert the 2018 Notes into cash, General Partner OP Units or a combination thereof, in limited circumstances prior to February 1, 2018 and may convert the 2018 Notes at any time into such consideration on or after February 1, 2018. The initial conversion rate was 59.805 General Partner OP Units per $1,000 principal amount of 2018 Notes and is now 60.5997 .
Effective December 10, 2013, the Operating Partnership issued to the General Partner $402.5 million of 3.75% Convertible Senior Notes due 2020 (the “2020 Notes”). The 2020 Notes mature on December 15, 2020 . Such issuance was identical to ARCP’s registered issuance of the same amount of notes to various purchasers in a public offering. The fair value of the 2020 Notes was determined at issuance to be $389.7 million , resulting in a debt discount of $12.8 million with an offset recorded for the General Partner to additional paid-in capital and for the Operating Partnership to partners’ equity, both representing the equity component of the notes for the conversion options. The discount is being amortized to interest expense over the expected life of the 2020

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Notes. As of December 31, 2014 , the carrying value of the 2020 Notes was $391.6 million . In connection with any permissible conversion election made by the holders of the identical convertible notes issued by ARCP, the General Partner may elect to convert the 2020 Notes into cash, General OP Units or a combination thereof, in limited circumstances prior to June 15, 2020 and may convert the 2020 Notes at any time into such consideration on or after June 15, 2020. The initial conversion rate was 66.0262 General Partner OP Units per $1,000 principal amount of 2020 Notes and is now 66.7249 .
The remaining unamortized discount for the 2018 Notes and 2020 Notes totaled $22.5 million as of December 31, 2014 .
Secured Term Loan
As part of the CapLease Merger, the Company assumed a secured term loan from KBC Bank, N.V. with a principal balance of $59.8 million and a fair value of $60.7 million at the CapLease Acquisition Date. The Company recorded a premium of $0.8 million upon the assumption of the term loan in Other debt, net on the consolidated balance sheet. The interest coupon on the loan is fixed at 5.81% annually until the loan matures in January 2018. The loan is non-recourse to the Company, subject to limited non-recourse exceptions. The secured term loan provides for monthly payments of both principal and interest. During the year ended December 31, 2014 , the Company made principal payments of $12.9 million . The scheduled principal repayments subsequent to December 31, 2014 are $11.9 million , $12.5 million , $7.7 million and $13.3 million for the years ended December 31, 2015 , 2016 , 2017 and 2018 , respectively. The premium is being amortized to interest expense on the consolidated statements of operations over the life of the secured term loan. As of December 31, 2014 , the unamortized premium is $0.5 million . As of December 31, 2014 , the carrying value of the secured term loan was $45.3 million , which is included in other debt, net in the accompanying consolidated balance sheets.
Amounts related to the secured term loan as of December 31, 2014 were as follows (in thousands):
 
 
Borrowings
 
Collateral Carrying Value
Loans held for investment
 
$
12,453

 
$
23,103

Intercompany mortgage loans on CapLease properties
 
3,903

 
11,207

CMBS
 
28,968

 
43,624

 
 
$
45,324

 
$
77,934

Future Minimum Repayments
The following table summarizes the scheduled aggregate principal repayments of our corporate bonds, convertible notes and secured term note subsequent to December 31, 2014 (amounts in thousands):
 
 
Principal Repayment
2015
 
11,862

2016
 
12,516

2017
 
1,307,680

2018
 
610,767

2019
 
750,000

Thereafter
 
902,500

 
 
$
3,595,325

Repayments and Termination of Other Debt
Trust Preferred Notes
As part of the CapLease Merger, the Company assumed $30.9 million in aggregate principal amount of fixed/floating rate preferred notes with a fair value of $26.5 million at the CapLease Acquisition Date. The Company recorded a discount of $4.4 million upon the assumption of the notes in Other debt, net on the consolidated balance sheet. On July 30, 2014, the Company redeemed the notes at par. Upon redemption, the Company wrote off $4.4 million of the remaining unamortized discount to extinguishment of debt, net in the consolidated statement of operations.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Senior Notes
As part of the CapLease Merger, the Company assumed $19.2 million of senior notes (the “Senior Notes”) that bore interest at an annual interest rate of 7.50% , payable semi-annually on April 1 and October 1, with a fair value of $19.3 million at the CapLease Acquisition Date. The Company recorded a premium of $0.1 million upon the assumption of the Senior Notes in other debt, net on the consolidated balance sheet. On July 14, 2014, the Company redeemed the $19.2 million outstanding on the Senior Notes at par. Upon redemption, the Company wrote off $0.1 million of the remaining unamortized premium to extinguishment of debt, net in the consolidated statement of operations.
Repurchase Agreements
As part of the Cole Merger, the Company assumed $49.0 million of repurchase agreements secured by a portion of the Company’s CMBS portfolio. On September 29, 2014, in connection with the sale of CMBS securities, as discussed in Note 8 – Investment Securities, at Fair Value , the company settled all outstanding Repurchase Agreements at par with proceeds from the sale.
Barclay’s Facility
As of December 31, 2013, the Company had available commitments from Barclays Bank PLC, and other committed parties, for up to $2.1 billion in senior secured term loans (the “Barclays Facility”) which, if funded, would have been available to fund cash amounts payable in connection with the Cole Merger. The Barclays Facility was terminated upon the issuance of the senior unsecured notes in February 2014. In connection with the termination, the Company recorded $32.6 million as amortization of deferred financing costs associated with the Barclays Facility, which is included in interest expense, net in the accompanying consolidated statements of operations.
Note 14 – Credit Facilities
Senior Unsecured Credit Facility
The General Partner, as guarantor, and the OP, as borrower, are parties to an unsecured credit facility with Wells Fargo, National Association, as administrative agent and other lenders party thereto (the “Credit Facility”).
On June 30, 2014 , the General Partner, as guarantor, and the OP, as borrower, entered into an amended and restated credit agreement (the “Credit Agreement”), which increased the available borrowings, extended the term and decreased the interest rates associated with the Credit Facility, prior to the execution of the Credit Agreement. The Company accepted commitments from 20 financial institutions totaling $4.6 billion for the Credit Facility. The Credit Facility was initially comprised of a $1.2 billion term loan facility (with a delayed draw component equal to $200.0 million ), a $3.3 billion revolving credit facility, inclusive of a $250.0 million multi-currency revolving facility (all of which can be borrowed in dollars, at the Company’s discretion). The Credit Facility included an accordion feature, which, if exercised in full, allowed the Company to increase the aggregate commitments under the Credit Facility to $6.0 billion , subject to the receipt of such additional commitments and the satisfaction of certain customary conditions. Subsequent to the Credit Agreement date, the Company accepted an additional $50.0 million commitment on the revolving credit facility from one of the original 20 financial institutions, bringing the total Credit Facility commitments to $4.65 billion .
The revolving credit facility generally bears interest at an annual rate of LIBOR plus from 1.00% to 1.80% or Base Rate plus 0.00% to 0.80%  (based upon ARCP’s then current credit rating). “Base Rate” is defined as the highest of the prime rate, the federal funds rate plus 0.50% or a floating rate based on one month LIBOR, determined on a daily basis. The term loan facility generally bears interest at an annual rate of LIBOR plus  1.15% to 2.05% , or Base Rate plus  0.15% to 1.05%  (based upon ARCP’s then current credit rating). The Loans were initially priced with an applicable margin of 1.35% in the case of LIBOR revolving loans and 1.60% in the case of LIBOR term loans. In addition, the Credit Agreement provides the flexibility for interest rate auctions, pursuant to which, at the Company’s election, the Company may request that lenders make competitive bids to provide revolving loans, which competitive bids may be at pricing levels that differ from the foregoing interest rates.
The Credit Agreement provides for monthly interest payments under the Credit Facility. In the event of default, at the election of the majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or ARCP), the commitments of the lenders under the Credit Facility terminate, and payment of any unpaid amounts in respect of the Credit Facility is accelerated. The revolving credit facility and the term loan facility both terminate on June 30, 2018 , in each case, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for a one -year extension option with respect to each of the revolving credit facility and the term loan facility, exercisable at the Company’s election and subject to certain customary

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

conditions, as well as certain customary “amend and extend” provisions. At any time, upon timely notice by the OP and subject to any breakage fees, the OP may prepay borrowings under the Credit Facility (subject to certain limitations applicable to the prepayment of any loans obtained through an interest rate auction, as described above). The OP incurs a fee equal to 0.15% to 0.25% per annum (based upon ARCP’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the dollar revolving credit facility and the multi-currency credit facility. The OP incurs an unused fee of 0.25% per annum on the unused amount of the delayed draw term loan commitments. In addition, the OP incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees.
The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) and the maintenance of a minimum net worth.
In connection with the Credit Agreement, the Company expensed  $3.9 million  of unamortized deferred financing costs incurred in connection with the original Credit Facility, which is included in interest expense, net in the accompanying consolidated unaudited statements of operations. During the fourth quarter of 2014, the Company repaid $1.2 billion outstanding on the revolving credit facility with proceeds from the sale of the Multi-Tenant Portfolio.
On November 12, 2014, the Company entered into a consent, waiver and amendment (the “Amendment”) with its lenders under the Credit Facility to extend the date of delivery of the Company’s third quarter 2014 financial statements and certain other financial deliverables until the earlier of five days following the date the Company filed with the SEC its third quarter 2014 10-Q and January 5, 2015. As part of the Amendment, the Company agreed to reduce the maximum amount of indebtedness available under the Credit Facility from $4.65 billion to $4.0 billion . Additionally, until the third quarter 2014 financial statements and a restatement of the Company’s financial statements for the fiscal year ended December 31, 2013 were filed with the SEC, the maximum principal amount of indebtedness outstanding under the Credit Facility was temporarily reduced to $3.6 billion .
On December 23, 2014, ARCP and the OP, as the borrower, entered into a Consent and Waiver Agreement (the “Consent and Waiver”) with respect to the Credit Agreement, as amended. The Consent and Waiver, among other things, (i) provided for a further extension of the date for the delivery of the Company’s third quarter 2014 financial statements and certain other financial deliverables that the Company agreed to provide under the Amendment, until the earlier of March 2, 2015 and 45 days following the receipt of a notice of breach or default from the applicable trustee or the requisite percentage of holders under ARCP’s and the OP’s respective indentures, (ii) provided an extension from the lenders for the delivery of the Company’s full-year 2014 audited financial statements until the earlier of the fifth day after the date that the Company files its Annual Report on Form 10-K with the SEC for the fiscal year ended December 31, 2014 and March 31, 2015, (iii) permanently reduced the maximum amount of indebtedness under the Credit Agreement to $3.6 billion , including the reduction of commitments under the undrawn term loan commitments and the Company’s revolving facilities as well as the elimination of the $25 million swingline facility, (iv) provided that until the date that all required financial deliverables have been delivered, no further loans or letters of credit would be requested under the Credit Agreement, as amended, by the Company, other than in accordance with the cash flow forecast provided by the Company to the lenders thereunder and that neither the Company nor the OP would pay any dividends on, or make any other Restricted Payment (as defined in the Credit Agreement) on, its respective common equity and (v) provided that the Company would provide additional financial and other information to the lenders from time to time. In connection with the Amendment and Consent and Waiver, the Company agreed to pay certain customary fees to the consenting lenders and agreed to reimburse certain customary expenses of the arrangers. On February 20, 2015, we entered into a third consent (the “Third Consent”) to clarify the required financial deliverables due to the lenders.
As of December 31, 2014 , the outstanding balance on the Credit Facility was $3.2 billion , of which $2.2 billion bore a floating interest rate of 1.95% at December 31, 2014 . The remaining outstanding balance on the Credit Facility of $1.0 billion is fixed through the use of derivative instruments used to hedge interest rate volatility. Including the spread, which can vary based on ARCP’s credit rating, the interest rate on this portion was 3.28% at December 31, 2014 . As of December 31, 2014 , a maximum of $416.0 million was available to the OP for future borrowings, subject to borrowing availability. The credit facility matures on June 30, 2018.
Repayment of Previous Credit Facilities
As part of the ARCT IV Merger, the Company assumed a $800.0 million senior unsecured credit facility with various lenders, with Regions Bank acting as the administrative agent (the “ARCT IV Credit Facility”). As of the date of the ARCT IV Merger, there was $760.0 million outstanding under the ARCT IV Credit Facility, which consisted of a $300.0 million term loan facility and $460.0 million under the revolving credit facility. In connection with the ARCT IV Merger, the Company prepaid all of its loans pursuant to, and terminated all commitments available under, the ARCT IV Credit Facility.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

As part of the CapLease Merger, the Company assumed an unsecured credit facility with Wells Fargo, National Association, which had commitments of up to $150.0 million . In February 2014, such credit facility was amended and certain modifications were made to the terms of the agreement (the “CapLease Credit Facility”). On June 6, 2014, the Company repaid the outstanding balance of $150.0 million and terminated the credit facility agreement. No prepayment premium or penalty was paid in connection with the termination of the CapLease Credit Facility.
On February 28, 2013, the Company repaid all of the outstanding borrowings under its previous senior secured revolving credit facility in the amount of $124.6 million and the credit agreement for such facility was terminated. The average interest rate on the borrowings during the period the balance was outstanding was 3.11% . On February 14, 2013, simultaneous with entering into the Credit Facility, the Company terminated its then effective unsecured credit facility agreement, which had been unused.
Note 15 –   Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended December 31, 2014 , such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $9.4 million will be reclassified from other comprehensive income as an increase to interest expense.
As of December 31, 2014 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollar amounts in thousands):
Interest Rate Derivative
 
Number of
Instruments
 
Notional Amount
Interest rate swaps
 
17
 
$
1,249,004

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2014 and December 31, 2013 (in thousands):
Derivatives Designated as Hedging Instruments
 
Balance Sheet Location
 
December 31, 2014
 
December 31, 2013
Interest rate products
 
Deferred costs and other assets, net
 
$
4,941

 
$
9,189

Interest rate products
 
Deferred rent, derivative and other liabilities
 
$
(7,384
)
 
$
(1,719
)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the year ended December 31, 2014 and 2013 , respectively (in thousands):
 
 
Year Ended December 31,
 
 
2014

2013
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
Amount of (loss) gain recognized in accumulated other comprehensive income on interest rate derivatives (effective portion)
 
$
(16,448
)
 
$
6,946

Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion)
 
$
9,446

 
$
4,535

Amount of gain (loss) recognized in income on derivative (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)
 
$
(371
)
 
$
(79
)
In January 2014, the Company entered into an interest rate lock agreement with a notional amount of $250.0 million (the “Treasury Lock Agreement”). The Treasury Lock Agreement, which had an original maturity date of February 12, 2014, was entered into to hedge part of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in the 10 -year U.S. treasury rates related to the planned issuance of debt securities in conjunction with the Cole Merger. In connection with the Company's bond offering in February 2014, the Company settled the Treasury Lock Agreement, which was accounted for as cash flow hedge, for $3.9 million , which was recorded to other comprehensive loss and will be amortized into earnings over the ten year term of the Treasury Lock. The Company amortized $0.1 million into interest expense for the year ended December 31, 2014 related to the Treasury Lock.
Derivatives Not Designated as Hedging Instruments
Derivatives not designated as hedges are not speculative and are used to manage the Company ’s exposure to interest rate movements and other identified risks but do not meet the requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and were a loss of $10.6 million for the year ended December 31, 2014 . The Company recorded a loss of $67.9 million for the year ended December 31, 2013 relating to the contingent value rights.
As of December 31, 2014 , the Company had the following outstanding interest rate derivative that was not designated as a qualifying hedging relationship (in thousands):
Interest Rate Derivative
 
Number of Instruments
 
Notional Amount
Interest rate swap
 
1
 
$
51,400

The table below presents the fair value of the Company ’s derivate financial instruments not designated as hedges as well as their classification on the consolidated balance sheets as of December 31, 2014 and December 31, 2013 (in thousands):
Derivatives Not Designated as Hedging Instruments
 
Balance Sheet Location
 
December 31, 2014
 
December 31, 2013
Interest rate products
 
Deferred costs and other assets, net
 
$
568

 
$
—

Series D Preferred Stock embedded derivative
 
Deferred rent, derivative and other liabilities
 
$
—

 
$
(16,736
)
The Series D Preferred Stock was redeemed on September 2, 2014 . Refer to Note 18 –  Preferred and Common Stock and OP Units for further discussion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Tabular Disclosure of Offsetting Derivatives
The table below details a gross presentation, the effects of offsetting and a net presentation of the Company ’s derivatives as of December 31, 2014 and December 31, 2013 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets (in thousands).
 
 
Offsetting of Derivative Assets and Liabilities
 
 
Gross Amounts of Recognized Assets
 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amounts of Assets Presented in the Consolidated Balance Sheets
 
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
December 31, 2014
 
$
5,509

 
$
(7,384
)
 
$
—

 
$
5,509

 
$
(7,384
)
 
$
—

 
$
—

 
$
(1,875
)
December 31, 2013
 
$
9,189

 
$
(18,455
)
 
$
—

 
$
9,189

 
$
(18,455
)
 
$
—

 
$
—

 
$
(9,266
)
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where, if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of December 31, 2014 , the fair value of the interest rate derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements, was $9.1 million . As of December 31, 2014 , the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $9.1 million at December 31, 2014 .
Note 16 – Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31, 2014 and December 31, 2013 (in thousands):
 
 
December 31, 2014
 
December 31, 2013
Accrued other
 
$
58,807

 
$
34,407

Accrued interest
 
56,558

 
14,189

Accrued real estate taxes
 
37,633

 
24,658

Accounts payable
 
10,027

 
5,887

Accrued merger costs
 
—

 
651,430

 
 
$
163,025

 
$
730,571

Note 17 – Commitments and Contingencies
Litigation
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company , except as follows:
Regulatory Investigations and Litigation Relating to the Audit Committee Investigation
On October 29, 2014, the Company filed a Current Report on Form 8-K (the “October 29 8-K”) reporting the Audit Committee’s conclusion, based on the preliminary findings of its investigation, that certain previously issued consolidated financial statements of the Company, including those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, and related financial information should no longer be relied upon. Prior to that filing, the Audit Committee previewed for the SEC the information contained in the filing. Subsequent to that filing, the SEC provided notice that it had commenced a formal investigation and issued subpoenas calling for the production of various documents. In addition, the United States Attorney’s Office for the Southern District of New

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December 31, 2014 – (Continued)

York contacted counsel for the Audit Committee and counsel for the Company with respect to this matter, and the Secretary of the Commonwealth of Massachusetts issued a subpoena calling for the production of various documents. The Audit Committee and the Company are cooperating with these regulators in their investigations.
As discussed below, the Company and certain of its current and former directors and officers have been named as defendants in a number of lawsuits filed in response to the October 29 8-K, including class actions, derivative actions, and individual actions under the federal securities laws and state common and corporate laws in both federal and state courts in New York and Maryland.
Between October 30, 2014 and January 20, 2015, the Company and its current and former officers and directors (in addition to the Company’s underwriters for certain of the Company’s securities offerings) were named as defendants in ten putative securities class action complaints in the United States District Court for the Southern District of New York (the “SDNY Actions”):  Ciraulu v. American Realty Capital, Inc., et al. , No. 14-cv-8659 (AKH); Priever v. American Realty Capital Properties, Inc., et al. , No. 14-cv-8668 (AKH); Rubinstein v. American Realty Capital Properties, Inc., et al. , No. 14-cv-8669 (AKH); Patton v. American Realty Capital Properties, Inc., et al. , No. 14-cv-8671 (AKH); Edwards v. American Realty Capital Properties, Inc., et al. , No. 14-cv-8721 (AKH); Harris v. American Realty Capital Properties, Inc., et al. , No. 14-cv-8740 (AKH); Abadi v. American Realty Capital Properties, Inc., et al. , No. 14-cv-9006 (AKH); City of Tampa General Employees Retirement Fund v. American Realty Capital Properties, Inc., et al. , No. 14-cv-10134 (AKH); Teachers Insurance and Annuity Association of America v. American Realty Capital Properties, Inc., et al. , No. 15-cv-0421 (AKH); and New York City Employees Retirement System v. American Realty Capital Properties, Inc., et al. , No. 15-cv-0422 (AKH). At a February 10, 2015 status conference, the court, among other things, consolidated the SDNY Actions under the caption In re American Realty Capital Properties, Inc. Litigation , No. 15-MC-00040 (AKH) (the “SDNY Consolidated Securities Class Action”), appointed a lead plaintiff, and designated the complaint filed in Teachers Insurance and Annuity Association of America v. American Realty Capital Properties, Inc., et al. , No. 15-cv-0421 (AKH) as the operative complaint in the SDNY Consolidated Securities Class Action. The consolidated class action complaint asserts claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The proposed class period runs from May 6, 2013 to October 29, 2014. On March 17, 2015, the court entered an order setting deadlines of April 17, 2015 for the lead plaintiff in the SDNY Consolidated Securities Class Action to file an amended complaint and May 29, 2015 for the Company and defendants to file motions to dismiss.
In addition, on November 25, 2014, the Company and certain of its current and former officers and directors were named as defendants in a putative securities class action filed in the Circuit Court for Baltimore County, Maryland, captioned Wunsch v. American Realty Capital Properties, Inc., et al. , No. 03-C-14-012816 (the “Maryland Securities Action”).  On December 23, 2014, the Company removed the Maryland Securities Action to the United States District Court for the District of Maryland (Northern Division), under the caption Wunsch v. American Realty Capital Properties, Inc., et al. , No. 14-cv-4007 (ELH), and seeks to transfer the action to the United States District Court for the Southern District of New York.  The Maryland Securities Action asserts claims for violations of Sections 11 and 15 of the Securities Act of 1933, arising out of allegedly false and misleading statements made in connection with the Company’s securities issued in connection with the Cole Merger.  The Company is not yet required to respond to the complaint in the Maryland Securities Action.
Between November 17, 2014 and February 2, 2015, six shareholder derivative actions, purportedly in the name and for the benefit of the Company, were filed against certain of the Company’s current and former officers and directors in the United States District Court for the Southern District of New York (the “SDNY Derivative Actions”):  Michelle Graham Turner 1995 Revocable Trust v. Schorsch, et al. , No. 14-cv-9140 (AKH); Froehner v. Schorsch, et al. , No. 14-cv-9444 (AKH); Serafin v. Schorsch, et al. , No. 14-cv-9672 (AKH); Hopkins v. Schorsch, et al. , No. 15-cv-262 (AKH); Appolito v. Schorsch, et al. , No. 15-cv-644 (AKH); and The Joel and Robin Staadecker Living Trust v. Schorsch, et al. , No. 15-cv-768 (AKH).  In addition, between December 30, 2014 and January 16, 2015, the Company and certain of its current and former officers and directors were named as defendants in two shareholder derivative actions filed in the Circuit Court for Baltimore City, Maryland (the “Maryland Derivative Actions”):  Meloche v. Schorsch, et al. , No. 24-C-14-008210 and Botifoll v. Schorsch, et al. , No. 24-C-15-000245.  In addition, on January 29, 2015, the Company and certain of its current directors, amongst others, were named as defendants in a shareholder derivative action filed in the Supreme Court of the State of New York, captioned Fran Kosky Roth IRA v. Rendell, et al. , No. 15-650269 (the “New York Derivative Action,” and together with the SDNY Derivative Actions and the Maryland Derivative Actions, the “Derivative Actions”).  On February 9, 2015 and February 20, 2015, three plaintiffs who filed SDNY Derivative Actions-Appolito, Hopkins and The Joel and Robin Staadecker Living Trust-voluntarily dismissed their actions without prejudice. The Derivative Actions seek money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty, abuse of control, gross mismanagement and unjust enrichment in connection with the alleged conduct underlying the claims asserted in the securities actions and negligence and breach of contract. At a February 10, 2015 status conference, the court

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consolidated the SDNY Derivative Actions under the caption Serafin v. Schorsch, et al. , No. 14-cv-9672 (AKH) (the “SDNY Consolidated Derivative Action”) and directed the plaintiffs to file a consolidated amended complaint by March 10, 2015. On February 18, 2015, the parties to the New York Derivative Action entered into a stipulation setting a deadline of April 20, 2015 for the Company and defendants to respond to the complaint in the action. On March 10, 2015, the plaintiffs in the SDNY Consolidated Derivative Action filed a consolidated amended complaint. The Company and defendants are required to file motions to dismiss the consolidated amended complaint in the SDNY Consolidated Derivative Action by April 3, 2015. On March 18, 2015, the parties to the Maryland Derivative Actions entered into a stipulation providing for, among other things, the consolidation of those actions. The Company and defendants are not yet required to respond to the complaints in the Maryland Derivative Actions.
On December 18, 2014, a former employee, Lisa McAlister, filed a defamation action against the Company and certain of its former officers and directors in the Supreme Court for the State of New York, captioned McAlister v. American Realty Capital Properties, Inc., et al., No. 14-162499. The complaint sought, among other things, compensatory and punitive damages and alleged that the October 29 8-K falsely blamed plaintiff for improper accounting and financial reporting practices. On January 26, 2015, the Company and the other defendants filed motions to dismiss plaintiff’s complaint. Subsequently, Ms. McAlister dismissed this action without prejudice.
On January 7, 2015, Ms. McAlister also filed a complaint, No. 2-4173-15-016, with the Occupational Safety and Health Administration of the United States Department of Labor. The complaint seeks, among other things, compensatory and punitive damages and asserts claims for wrongful termination of employment for allegedly reporting concerns relating to alleged improper accounting practices by the Company. Ms. McAlister has withdrawn the complaint without prejudice.
On January 15, 2015, the Company and certain of its former directors and officers were named as defendants in an individual securities fraud action filed in the United States District Court for the Southern District of New York, captioned Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., et al. , No. 15-cv-307 (AKH) (the “Jet Capital Action”).  The Jet Capital Action seeks money damages and asserts claims for alleged violations of Sections 10(b), 18 and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, as well as common law fraud under New York law in connection with the purchase of the Company’s securities. The Company and defendants are required to respond to the complaint in the Jet Capital Action on the same schedule set by the court for the SDNY Consolidated Securities Class Action.
On February 20, 2015, the Company, certain of its current and former directors and officers, and ARC Properties Operating Partnership L.P. (in addition to several other individuals and entities) were named as defendants in an individual securities fraud action filed in the United States District Court for the Southern District of New York, captioned Twin Securities, Inc. v. American Realty Capital Properties, Inc., et al. , No. 15-cv-1291 (the “Twin Securities Action”). The Twin Securities Action seeks money damages and asserts claims for alleged violations of Sections 10(b), 14(a), 18, and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14a-9 promulgated thereunder, Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as well as common law fraud under New York law in connection with the purchase of the Company’s securities. The Company and defendants are not yet required to respond to the complaint in the Twin Securities Action.
ARCT III Litigation Matters
After the announcement of the ARCT III Merger Agreement on December 17, 2012, Randell Quaal filed a putative class action lawsuit on January 30, 2013 against the Company, the OP, ARCT III, ARCT III OP, the members of the board of directors of ARCT III and certain subsidiaries of the Company in the Supreme Court of the State of New York. The plaintiff alleges, among other things, that the board of ARCT III breached its fiduciary duties in connection with the transactions contemplated under the ARCT III Merger Agreement. In February 2013, the parties agreed to a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of ARCT III stockholders. In connection with the settlement contemplated by that memorandum of understanding, the class action and all claims asserted therein will be dismissed, subject to court approval. The proposed settlement terms required ARCT III to make certain additional disclosures related to the ARCT III Merger, which were included in a Current Report on Form 8-K filed by ARCT III with the SEC on February 21, 2013. The memorandum of understanding also added that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including confirmatory discovery and court approval following notice to ARCT III’s stockholders. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding, therefore any losses that may be incurred to settle this matter are not determinable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

CapLease Litigation Matters
Since the announcement of the CapLease Merger Agreement on May 28, 2013, the following lawsuits have been filed:
On May 28, 2013, Jacquelyn Mizani filed a putative class action lawsuit in the Supreme Court for the State of New York against the Company, the OP, Safari Acquisition LLC, CapLease, CapLease LP, CLF OP General Partner, LLC and the members of the CapLease board of directors (the “Mizani Action”). The complaint alleges, among other things, that the merger agreement at issue was the product of breaches of fiduciary duty by the CapLease directors because the proposed merger transaction (the “CapLease Transaction”) purportedly does not provide for full and fair value for the CapLease shareholders, the CapLease Transaction allegedly was not the result of a competitive bidding process, the merger agreement allegedly contains coercive deal protection measures and the merger agreement and the CapLease Transaction purportedly were approved as a result of improper self-dealing by certain defendants who would receive certain alleged employment compensation benefits and continued employment pursuant to the merger agreement. The complaint also alleges that CapLease, the Company, the OP and Safari Acquisition LLC aided and abetted the CapLease directors’ alleged breaches of fiduciary duty.
On July 3, 2013, Fred Carach filed a putative class action and derivative lawsuit in the Supreme Court for the State of New York against the Company, the OP, Safari Acquisition LLC, CapLease, CapLease LP, CLF OP General Partner, LLC and the members of the CapLease board of directors (the “Carach Action”). The complaint alleges, among other things, that the merger agreement was the product of breaches of fiduciary duty by the CapLease directors because the merger purportedly does not provide for full and fair value for the CapLease shareholders, the CapLease Transaction allegedly was not the result of a competitive bidding process, the merger agreement allegedly contains coercive deal protection measures and the merger agreement and the CapLease Transaction purportedly were approved as a result of improper self-dealing by certain defendants who would receive certain alleged employment compensation benefits and continued employment pursuant to the merger agreement. The complaint also alleges that with respect to the Registration Statement and draft joint proxy statement issued in connection with the proposed CapLease Transaction on July 2, 2013, that disclosures made therein were insufficient or otherwise improper. The complaint also alleges that CapLease LP, CLF OP General Partner, LLC, the Company, the OP and Safari Acquisition LLC aided and abetted the CapLease directors’ alleged breaches of fiduciary duty.
On June 25, 2013, Dewey Tarver filed a putative class action and derivative lawsuit in the Circuit Court for Baltimore City against the Company, the OP, Safari Acquisition LLC, CapLease, CapLease LP, CLF OP General Partner, LLC and the members of the CapLease board of directors (the “Tarver Action”). The complaint alleges, among other things, that the merger agreement was the product of breaches of fiduciary duty by the CapLease directors because the CapLease Transaction purportedly does not provide for full and fair value for the CapLease shareholders, the CapLease Transaction allegedly was not the result of a competitive bidding process, the merger agreement allegedly contains coercive deal protection measures and the merger agreement and the CapLease Transaction purportedly were approved as a result of improper self-dealing by certain defendants who would receive certain alleged employment compensation benefits and continued employment pursuant to the merger agreement. The complaint also alleges that CapLease, CapLease LP, CLF OP General Partner, LLC, the Company, the OP and Safari Acquisition, LLC aided and abetted the CapLease directors’ alleged breaches of fiduciary duty.
Counsel who filed each of these three cases reached an agreement with each other as to who will serve as lead plaintiff and lead plaintiffs’ counsel in the cases and where they will be prosecuted. Thus, on August 9, 2013, counsel in the Tarver Action filed a motion for stay in the Baltimore Court, informing the court that they had agreed to join and participate in the prosecution of the Mizani and Carach Actions in the New York Court. The Defendants consented to the stay of the Tarver Action in the Baltimore Court, and on September 5, 2013, Judge Pamela J. White issued an order granting that stay. Consequently, there has been no subsequent activity in the Baltimore Court in the Tarver Action. Also on August 9, 2013, all counsel involved in the Mizani and Carach Actions filed a joint stipulation in the New York Court, reflecting agreement among all parties that the Mizani and Carach Actions should be consolidated (jointly, “the Consolidated Actions”) and setting out a schedule for early motion practice in response to the complaints filed (the “Consolidation Stipulation”). Pursuant to the Consolidation Stipulation, an amended complaint was also filed in the New York court on August 9, 2013 and was designated as the operative complaint in the Consolidated Actions (“Operative Complaint”). Pursuant to the Consolidation Stipulation, all Defendants filed a motion to dismiss all claims asserted in the Operative Complaint on September 23, 2013. Plaintiffs’ response was due on or before November 7, 2013. On November 7, 2013, Plaintiffs filed a motion seeking leave to file a second amended complaint, which the Defendants opposed. On March 24, 2014, Plaintiffs’ counsel in the Consolidated Actions dismissed those claims without prejudice. Consequently, only the Tarver Action currently remains pending among these cases, although it remains stayed.

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On October 8, 2013, John Poling filed a putative class action lawsuit in the Circuit Court for Baltimore City against the Company, the OP, Safari Acquisition LLC, CapLease, CapLease LP, CLF OP General Partner, LLC and the members of the CapLease board of directors (the “Poling Action”). The complaint alleges that the merger agreement breaches the terms of the CapLease 8.375% Series B Cumulative Redeemable Preferred Stock (“Series B”) and the terms of the 7.25% Series C Cumulative Redeemable Preferred Stock (“Series C”) and is in violation of the Series B Articles Supplementary and the Series C Articles Supplementary. The Complaint alleges claims for breach of contract and breach of fiduciary duty against the CapLease entities and the CapLease board of directors. The complaint also alleges that the Company, the OP and Safari Acquisition, LLC aided and abetted CapLease and the CapLease directors’ alleged breach of contract and breach of fiduciary duty.
On November 13, 2013, all counsel involved in the Poling Action filed a joint stipulation, reflecting agreement among all parties concerning a schedule for early motion practice in response to the complaint filed (the “Scheduling Stipulation”). Pursuant to the Scheduling Stipulation, all Defendants filed a motion to dismiss all claims asserted in the Operative Complaint on December 20, 2013. Plaintiff has filed an opposition to that motion, which remains pending.
Cole Litigation Matters
Three putative class action and/or derivative lawsuits, which were filed in March and April 2013, assert claims for breach of fiduciary duty, abuse of control, corporate waste, unjust enrichment, aiding and abetting breach of fiduciary duty and other claims relating to the merger between a wholly owned subsidiary of Cole and Cole Holdings Corporation, pursuant to which Cole became a self-managed REIT. On October 22, 2013, the Circuit Court for Baltimore City granted all defendants’ motion to dismiss with prejudice the action pending before the court, but the plaintiffs appealed that dismissal. On July 31, 2014, plaintiffs dismissed the pending appeal based on an agreement by defendants to reimburse plaintiffs in the amount of $100,000 . The other two lawsuits, which also purport to assert shareholder class action claims under the Securities Act of 1933, as amended (the “Securities Act”), are pending in the United States District Court for the District of Arizona. Defendants filed a motion to dismiss both complaints on January 10, 2014. Subsequently, both of those lawsuits have been stayed by the Court pursuant to a joint request made by all parties pending final approval of the consolidated Baltimore Cole Merger Actions described below.
To date, eleven lawsuits have been filed in connection with the Cole Merger. Two of these suits - Wunsch v. Cole, et al. (“Wunsch”), No. 13-CV-2186, and Sobon v. Cole, et al. (“Sobon”) - were filed as putative class actions on October 25, 2013 and November 18, 2013, respectively, in the U.S. District Court for the District of Arizona. Between October 30, 2013 and November 14, 2013, eight other putative stockholder class action or derivative lawsuits were filed in the Circuit Court for Baltimore City, Maryland, captioned as: (i) Operman v. Cole, et al. (“Operman”); (ii) Branham v. Cole, et al. (“Branham”); (iii) Wilfong v. Cole, et al. (“Wilfong”); (iv) Polage v. Cole, et al. (“Polage”); (v) Corwin v. Cole, et al. (“Corwin”); (vi) Green v. Cole, et al. (“Green”); (vii) Flynn v. Cole, et al. (“Flynn”) and (viii) Morgan v. Cole, et al. (“Morgan”). All of these lawsuits name the Company, Cole and Cole’s board of directors as defendants; Wunsch, Sobon, Branham, Wilfong, Flynn, Green, Morgan and Polage also name CREInvestments, LLC, a Maryland limited liability company and a wholly-owned subsidiary of the Cole, as a defendant. All of the named plaintiffs claim to be Cole stockholders and purport to represent all holders of Cole’s stock. Each complaint generally alleges that the individual defendants breached fiduciary duties owed to plaintiff and the other public stockholders of Cole in connection with the Cole Merger, and that certain entity defendants aided and abetted those breaches. The breach of fiduciary duty claims asserted include claims that the Cole Merger did not provide for full and fair value for the Cole shareholders, that the Cole Merger was the product of an “inadequate sale process,” that the Cole Merger Agreement contained coercive deal protection measures and that the Cole Merger Agreement and the Cole Merger were approved as a result of or in a manner which facilitates improper self-dealing by certain defendants. In addition, the Flynn, Corwin, Green, Wilfong, Polage and Branham lawsuits claim that the individual defendants breached their duty of candor to shareholders and the Branham and Polage lawsuits assert claims derivatively against the individual defendants for their alleged breach of fiduciary duties owed to Cole. The Polage lawsuit also asserts derivative claims for waste of corporate assets and unjust enrichment. The Wunsch and Sobon lawsuits also assert claims against Cole and the individual defendants under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on allegations that the proxy materials omitted to disclose allegedly material information, and a claim against the individual defendants under Section 20(a) of the Exchange Act bNumberased on the same allegations. Among other remedies, the complaints seek unspecified money damages, costs and attorneys’ fees.
In January 2014, the parties to the eight lawsuits filed in the Circuit Court for Baltimore City, Maryland (the “consolidated Baltimore Cole Merger Actions”) entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of Cole stockholders. In connection with the settlement contemplated by that memorandum of understanding, the class action and all claims asserted therein would be dismissed, subject to court approval. The proposed settlement terms required Cole to make certain additional disclosures related to the Cole Merger, which were included in a Current Report on Form 8-K filed by Cole with the SEC on January 14, 2014. The memorandum of understanding also contemplated that the parties would enter into a stipulation of settlement, subject to customary conditions, including confirmatory discovery and court

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approval following notice to Cole’s stockholders. The Sobon lawsuit was voluntarily dismissed on February 3, 2014.
On August 14, 2014, the parties in the consolidated Baltimore Merger Actions executed a Stipulation and Release and Agreement of Compromise and Settlement (the “Settlement Stipulation”). The parties in the consolidated Baltimore Merger Actions submitted the Settlement Stipulation, along with related filings, for approval by the Maryland court on August 18, 2014. On August 25, 2014, the Baltimore Circuit Court entered an Order on Preliminary Approval of Derivative and Class Action Settlement and Class Action Certification and scheduled a final settlement hearing in the consolidated Baltimore Merger Actions.
The defendants in the consolidated Baltimore Merger Actions mailed a Notice of Pendency of Derivative and Class Action (the “Class Notice”) to the Cole stockholders on October 7, 2014, following the court’s preliminary approval of the parties’ Settlement Stipulation. On December 3, 2014, the parties in the consolidated Baltimore Merger Actions executed an Amended Stipulation and Release and Agreement of Compromise and Settlement (the “Amended Stipulation”) modifying the Stipulation. A final settlement hearing in the consolidated Baltimore Merger Actions was held on December 12, 2014, and on January 13, 2015, the Baltimore Circuit Court issued an order approving the settlement pursuant to the terms of the Amended Stipulation. Two objectors have since filed a notice of appeal of the settlement order. Following court approval of the settlement of the consolidated Baltimore Merger Actions, the Wunsch case was dismissed voluntarily on January 21, 2015.
On December 27, 2013, Realistic Partners filed a putative class action lawsuit against the Company and the members of its board of directors in the Supreme Court for the State of New York. Cole was later added as a defendant also. The plaintiff alleges, among other things, that the board of the Company breached its fiduciary duties in connection with the transactions contemplated under the Cole Merger Agreement and that Cole aided and abetted those breaches. In January 2014, the parties entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of the Company’s stockholders. In connection with the settlement contemplated by that memorandum of understanding, the class action and all claims asserted therein will be dismissed, subject to court approval. The proposed settlement terms required the Company to make certain additional disclosures related to the Cole Merger, which were included in a Current Report on Form 8-K filed by the Company with the SEC on January 17, 2014. The memorandum of understanding also contemplated that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including confirmatory discovery and court approval following notice to the Company’s stockholders. If the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement, that the court will approve any proposed settlement, or that any eventual settlement will be under the same terms as those contemplated by the memorandum of understanding, therefore any losses that may be incurred to settle this matter are not determinable.
Contractual Lease Obligations
The following table reflects the minimum base rental cash payments due from the Company over the next five years and thereafter for certain ground and office lease obligations (in thousands):
 
 
Future Minimum
Base Rent Payments
2015
 
$
24,093

2016
 
22,880

2017
 
22,014

2018
 
19,958

2019
 
72,316

Thereafter
 
213,344

Total
 
$
374,605

Purchase Commitments
Cole Capital enters into purchase and sale agreements and deposits funds into escrow towards the purchase of such acquisitions, some of which are expected to be assigned to one of the Managed REITs at or prior to the closing of the respective acquisition. As of December 31, 2014 , Cole Capital was a party to 51 purchase and sale agreements with unaffiliated third-party sellers to purchase a 100% interest in 192 properties, subject to meeting certain criteria, for an aggregate purchase price of $1.0 billion , exclusive of closing costs. As of December 31, 2014 , Cole Capital had $29.8 million of property escrow deposits held by escrow agents in connection with these future property acquisitions, which may be forfeited if the transactions are not completed under

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December 31, 2014 – (Continued)

certain circumstances. During the year ended December 31, 2014 , Cole Capital forfeited $0.4 million of property escrow deposits, which are included in acquisition related expenses on the consolidated statement of operations. Cole Capital will be reimbursed by the assigned Managed REIT for amounts escrowed when it acquires a property.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition, in each case, that it believes will have a material adverse effect on the results of operations.
Note 18 –  Preferred and Common Stock and OP Units
Series D and Series E Preferred Stock and Preferred Units
On September 12, 2013, the General Partner’s board of directors unanimously approved the issuance of Series D Cumulative Convertible Preferred Stock (“Series D Preferred Stock”) and the issuance of Series E Cumulative Preferred Stock (“Series E Preferred Stock”). Concurrently, the Operating Partnership was approved to issue to the General Partner Series D Cumulative Convertible Preferred Units (“Series D Preferred Units”) and Series E Cumulative Preferred Units (“Series E Preferred Units”), if applicable.
On September 15, 2013, the General Partner entered into definitive purchase agreements pursuant to which it agreed to issue Series D Preferred Stock and common stock to certain institutional holders, necessitating that the Operating Partnership concurrently issue to the General Partner Series D Preferred Units and General Partner OP Units promptly following the close of the CapLease Merger. Pursuant to the definitive purchase agreements, the General Partner issued approximately 21.7 million shares of Series D Preferred Stock and 15.1 million shares of ARCP common stock for gross proceeds of $288.0 million and $186.0 million , respectively, on November 12, 2013. The Operating Partnership concurrently issued 21.7 million Series D Preferred Units and 15.1 million General Partner OP Units to the General Partner. The Series D Preferred Stock and Series D Preferred Units pay dividends at the rate of 5.81% per annum on their face amount of $13.59 per share (equivalent to $0.79 per share on an annualized basis). The Company redeemed all outstanding Series D Preferred Stock and Units on September 2, 2014 for $316.1 million in cash.
As the holders of Series D Preferred Stock were entitled to receive liquidation preferences that other equity holders were not entitled to, the Company classified the Series D Preferred Stock as temporary equity. At the date of issuance, the fair value of the Series D Preferred Stock was $269.3 million .
Prior to redemption, the General Partner had concluded that the conversion option qualified as a derivative and should be bifurcated from the host instrument. At issuance, the conversion option had a fair value of $18.7 million . As of December 31, 2013, the fair value of the conversion option was $16.7 million . The Company recorded a loss of $13.6 million upon redemption of the conversion option in gain (loss) on derivative instruments, net in the consolidated statements of operations for the year ended December 31, 2014 .
As of December 31, 2014 , there were no issued shares of Series D Preferred Stock and no authorized and issued shares of Series E Preferred Stock. Therefore, no equivalent units were issued and outstanding at the Operating Partnership.
Series F Preferred Stock and Series F Preferred Units
On October 6, 2013, in connection with the modification to the ARCT IV Merger, the General Partner’s board of directors unanimously approved the issuance of Series F Preferred Stock. Upon consummation of the ARCT IV Merger on January 3, 2014, 42.2 million shares of Series F Preferred Stock were issued to ARCT IV shareholders, resulting in the Operating Partnership concurrently issuing 42.2 million General Partner Series F Preferred Units to the General Partner, and 0.7 million Limited Partner Series F Preferred Units to the ARCT IV OP Unit holders. Subsequent to original issuance and through December 31, 2014 , 0.6 million Limited Partner Series F Preferred Units were converted into an equivalent number of the General Partner’s Series F Preferred Stock. Concurrently, 0.6 million General Partner Series F Preferred Units were issued to the General Partner. As of December 31, 2014 , there were 42.8 million shares of Series F Preferred Stock and 86.9 million Series F OP Units issued and outstanding.
The Series F Preferred Units contain the same terms as the Series F Preferred Stock. Therefore, the Series F Preferred Stock/Units will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share/unit

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(equivalent to $1.675 per share/unit on an annual basis). The Series F Preferred Stock is not redeemable by the Company before the fifth anniversary of the date on which such Series F Preferred Stock is issued (the “Initial Redemption Date”), except under circumstances intended to preserve the General Partner’s status as a REIT for federal and/or state income tax purposes and except upon the occurrence of a change of control. On and after the Initial Redemption Date, the Company may, at its option, redeem shares of the Series F Preferred Stock, in whole or from time to time in part, at a redemption price of $25.00 per share plus, subject to exceptions, any accrued and unpaid dividends thereon to the date fixed for redemption. The shares of Series F Preferred Stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company redeems or otherwise repurchases them or they become convertible and are converted into General Partner’s common stock or General Partner OP Units (or, if applicable, alternative consideration). The Series F Preferred Stock of the General Partner trades on the NASDAQ under the symbol “ARCPP.”
Increases in Authorized Common Stock
On December 9, 2013, the Company filed articles of amendment to its charter to increase the number of authorized shares of common stock to 1.5 billion shares.
Offerings
On August 1, 2012, the General Partner filed a $500.0 million universal shelf registration statement and a resale registration statement with the SEC. Each registration statement became effective on August 17, 2012. As of December 31, 2014 , the General Partner had issued 2.1 million shares of common stock and no other securites under the universal shelf registration statement. Concurrently with the General Partner’s issuance of the 2.1 million shares of common stock referenced above, the Operating Partnership issued 2.1 million General Partner OP Units to the General Partner. The resale registration statement, as amended, registered the resale of up to 1,882,248 shares of ARCP’s common stock issued in connection with any future conversion of certain currently outstanding restricted shares, preferred stock or Limited Partner OP Units.
In January 2013, the General Partner commenced its “at the market” equity offering program (“ATM”) in which it could from time to time, offer and sell shares of its common stock having aggregate offering proceeds of up to $60.0 million . The shares would be issued pursuant to the General Partner’s universal shelf registration statement. For each share of common stock the General Partner sold under the ATM, the Operating Partnership would issue a corresponding General Partner OP Unit to the General Partner.
On March 14, 2013, the General Partner filed a universal automatic shelf registration statement that was automatically declared effective and achieved well-known seasoned issuer (“WKSI”) status. As a result of the delayed filing of certain of the General Partner’s periodic reports with the SEC, it is not currently eligible to register the offer and sale of securities using a Form S-3 shelf registration statement and, therefore, are not eligible to use such WKSI shelf registration statement or the $500.0 million universal shelf registration statement described above, and the General Partner will not become eligible until it has timely filed certain periodic reports required under the Securities Exchange Act of 1934, as amended, for 12 consecutive calendar months.
On May 28, 2014, the General Partner closed on a public offering of 138.0 million shares of ARCP common stock at a price of $12.00 per share. The net proceeds to ARCP were $1.6 billion after deducting underwriting discounts, commissions and offering-related expenses. Concurrently, the Operating Partnership issued the General Partner 138.0 million General Partner OP Units.
The following are the Company’s equity offerings of common stock and the gross proceeds of the equity offerings for each year since the Company’s initial public offering (dollars, in millions):
Type of offering
 
Closing Date
 
Number of Shares (1)
 
Gross Proceeds
IPO
 
September 7, 2011
 
5,574,131

 
$
67.4

Follow-on offering
 
November 2, 2011
 
1,497,924

 
15.8

Underwriters’ over-allotment
 
November 7, 2011
 
74,979

 
0.8

Total - Year end December 31, 2011 (2)
 
 
 
7,147,034


$
84.0

 
 
 
 
 
 
 
Follow-on offering
 
June 18, 2012
 
3,250,000

 
$
30.3

Underwriters’ over-allotment
 
July 9, 2012
 
487,500

 
4.6

Total - Year end December 31, 2012 (3)
 
 
 
3,737,500


$
34.9

 
 
 
 
 
 
 

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Type of offering
 
Closing Date
 
Number of Shares (1)
 
Gross Proceeds
Registered follow on-offering
 
January 29, 2013
 
2,070,000

 
$
26.7

ATM
 
January 1 - September 30, 2013
 
553,300

 
8.9

Private placement offering
 
June 7, 2013
 
29,411,764

 
455.0

Private placement offering
 
November 12, 2013
 
15,126,498

 
186.0

Total - Year end December 31, 2013 (4)
 
 
 
47,161,562


$
676.6

 
 
 
 
 
 
 
Public Offering
 
May 28, 2014
 
138,000,000

 
$
1,590.0

 
 
 
 
138,000,000

 
$
1,590.0

_______________________________________________
(1) Excludes 140.7 million shares of common stock that were issued to the stockholders of ARCT III’s common stock in conjunction with the ARCT III Merger.
(2) Excludes 9.8 million shares of common stock that were issued by ARCT III for gross proceeds of $102.2 million .
(3) Excludes 155.7 million and 5.4 million shares of common stock that were issued by ARCT III and ARCT IV, respectively, for gross proceeds of $1.6 billion and $255.0 million , respectively, prior to their acquisitions by ARCP.
(4) Excludes 31.0 million shares of common stock that were issued to ARCT IV stockholders in connection with the ARCT IV Merger.
Common Stock Dividends
In October 2011, the Company began paying common dividends on the 15th day of each month to stockholders/unitholders of record on the eighth day of such month. On October 23, 2013, the board of directors of ARCP authorized an annualized common dividend per share of $1.00 , which became effective February 7, 2014. In connection with the amendments to the Credit Facility, the Company agreed to suspend payment of dividends on its common stock until it complied with certain financial statement delivery and other information requirements.
Dividend Increase Declaration Date
 
Annualized Dividend Per Share
 
Effective Date
September 7, 2011
 
$0.875
 
October 9, 2011
February 27, 2012
 
$0.880
 
March 9, 2012
March 16, 2012
 
$0.885
 
June 9, 2012
June 27, 2012
 
$0.890
 
September 9, 2012
September 30, 2012
 
$0.895
 
November 9, 2012
November 29, 2012
 
$0.900
 
February 9, 2013
March 17, 2013
 
$0.910
 
June 8, 2013
May 28, 2013
 
$0.940
 
December 8, 2013 (1)
October 23, 2013
 
$1.000
 
February 7, 2014 (2)
_______________________________________________
(1)
The dividend increase became effective at the closing of the CapLease Merger, which was consummated on November 5, 2013.
(2)
The dividend increase was contingent upon, and became effective with, the closing of the Cole Merger, which was consummated on February 7, 2014.
Common Stock Repurchases
On August 20, 2013, ARCP’s board of directors reauthorized its $250.0 million share repurchase program, which was originally authorized in February 2013. During the year ended December 31, 2014 , ARCP did not repurchase any shares of common stock under the share repurchase program.

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Under ARCP’s equity compensation plans, individuals have the option to have ARCP repurchase shares upon vesting in order to satisfy the minimum federal and state tax withholding obligations. During the year ended December 31, 2014 , ARCP repurchased 551,664 of shares to satisfy the federal and state tax withholding on behalf of employees.
Note 19 – Equity-based Compensation
Equity Plan
The General Partner has adopted the American Realty Capital Properties, Inc. Equity Plan (the “Equity Plan”), which provides for the grant of stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, dividend equivalent rights and other stock-based awards to the General Partner’s and its affiliates’ non-executive directors, officers and other employees and advisors or consultants who are providing services to the General Partner or its affiliates. For each share awarded under the Equity Plan, the Operating Partnership issues a General Partner OP Unit to the General Partner with identical terms.
The General Partner authorized and reserved a total number of shares equal to 10.0% of the total number of issued and outstanding shares of common stock (on a fully diluted basis assuming the redemption of all OP Units for shares of common stock) to be issued at any time under the Equity Plan for equity incentive awards excluding an initial grant of 167,400 shares to the Former Manager in connection with the IPO, all of which were vested as of December 31, 2014 . As of December 31, 2014 , the General Partner had awarded 7,677,715 shares under the Equity Plan, of which 2,781,571 shares had been forfeited upon the resignations of certain senior executives during the fourth quarter. In accordance with the LPA, the Operating Partnership issued an equal number of General Partner OP Units to ARCP when the General Partner awarded shares under the Equity Plan.
The fair value of restricted common stock awards awarded to employees under the Equity Plan is generally determined on the grant date using the closing stock price on NASDAQ that day and is expensed over the requisite service period. The fair value of restricted common stock awarded to non-employees under the Equity Plan is measured based upon the fair value of goods or services received or the equity instruments granted, whichever is more reliably determinable and is expensed in full at the date of grant.
Director Stock Plan
The General Partner has adopted a Non-Executive Director Stock Plan (the “Director Stock Plan”), which provides for the grant of restricted shares of common stock to each of the General Partner’s non-executive directors. Awards of restricted stock will vest in accordance with the award agreements, which generally provide for ratable vesting over a five -year period following the date of grant. The awards of restricted stock provide for “distribution equivalents” with respect to this restricted stock, whether or not vested, at the same time and in the same amounts as distributions are paid to the stockholders. At December 31, 2014 , a total of 99,000 shares of common stock was reserved for issuance under the Director Stock Plan. As of December 31, 2014 , the General Partner had awarded 45,000 shares under the Director Stock Plan. In accordance with the LPA, the Operating Partnership issued an equal number of General Partner OP Units to ARCP when the General Partner awarded shares under the Director Stock Plan.
The fair value of restricted common stock awards, as well as the underlying General Partner OP Units, under the Director Stock Plan is determined on the grant date using the closing stock price on NASDAQ that day.
ARCT IV Restricted Share Plan
ARCT IV had an employee and director incentive restricted share plan (the “RSP”), which provided for the automatic grant of 1,333 restricted shares of common stock to each of its independent directors without any further action by ARCT IV’s board of directors or its stockholders on the date of initial election to the board of directors and on the date of each annual stockholder’s meeting thereafter. Restricted stock issued to independent directors vested over a five -year period following the date of grant in increments of 20% per annum. The RSP provided ARCT IV with the ability to grant awards of restricted shares to its directors, officers and employees (if ARCT IV ever had employees), employees of the ARCT IV Advisor and its affiliates, employees of entities that provided services to ARCT IV, directors of the ARCT IV Advisor or of entities that provided services to ARCT IV, certain consultants to ARCT IV and the ARCT IV Advisor and its affiliates or to entities that provided services to ARCT IV.
Immediately prior to the effective time of the ARCT IV Merger, each then-outstanding share of ARCT IV restricted stock fully vested. All shares of ARCT IV common stock then-outstanding as a result of the full vesting of shares of ARCT IV restricted stock, and the satisfaction of any applicable withholding taxes, received shares of the Company’s common stock based on the ARCT IV Exchange Ratio. Concurrently, for each share of ARCP common stock issued, the Operating Partnership issued a General Partner OP Unit to the General Partner.

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The following table details the restricted shares activity within the Equity Plan and Director Stock Plan during the years ended December 31, 2014 , 2013 , and 2012 :
Restricted Share Awards:
 
 
Equity Plan
 
RSP and Director Stock Plan
 
 
Number of
Restricted Common Shares
 
Weighted-Average Issue Price
 
Number of
Restricted Common Shares
 
Weighted-Average Issue Price
Awarded January 1, 2012
 
167,400

 
12.50

 
14,700

 
11.50

Granted
 
93,683

 
10.65

 
30,634

 
10.45

Forfeited
 
(1,174
)
 
10.65

 
(13,650
)
 
11.54

Awarded December 31, 2012
 
259,909

 
$
11.84

 
31,684

 
$
10.47

Granted
 
932,527

 
13.82

 
20,768

 
14.58

Forfeited
 
(1,085
)
 
12.85

 
(3,000
)
 
12.99

Awarded December 31, 2013
 
1,191,351

 
$
13.39

 
49,452

 
$
12.04

Granted
 
6,484,105

 
13.09

 
3,000

 
13.99

Forfeited
 
(3,055,546
)
 
12.65

 
—

 
—

Awarded December 31, 2014
 
4,619,910

 
$
13.46

 
52,452

 
$
12.15

Unvested Restricted Share Awards:
 
 
Equity Plan
 
Director Stock Plan
 
 
Shares of
Restricted Common Stock
 
Weighted-Average Issue Price
 
Shares of
Restricted Common Stock
 
Weighted-Average Issue Price
Unvested, January 1, 2012
 
139,500

 
12.50

 
14,700

 
11.50

Granted
 
93,683

 
10.65

 
30,634

 
10.45

Vested
 
(59,556
)
 
12.38

 
(2,370
)
 
11.88

Forfeited
 
(1,174
)
 
10.65

 
(13,650
)
 
11.54

Unvested, December 31, 2012
 
172,453

 
$
11.55

 
29,314

 
$
10.35

Granted
 
932,527

 
13.82

 
20,768

 
14.58

Vested
 
(172,453
)
 
11.55

 
(28,207
)
 
11.03

Forfeited
 
(1,085
)
 
12.85

 
(3,000
)
 
12.99

Unvested, December 31, 2013
 
931,442

 
$
13.82

 
18,875

 
$
13.52

Granted
 
6,484,105

 
13.09

 
3,000

 
13.99

Vested
 
(1,675,939
)
 
13.11

 
(21,875
)
 
13.58

Forfeited
 
(3,055,546
)
 
12.65

 
—

 
—

Unvested, December 31, 2014
 
2,684,062

 
$
13.84

 
—

 
$
—

For the years ended December 31, 2014 , 2013 , and 2012 , compensation expense, excluding an outperformance bonus expense related to the OPP, for restricted shares was $31.7 million , $8.0 million , and $1.2 million , respectively, which is recorded in general and administrative expense in the accompanying consolidated statement of operations.
Compensation expense for the year ended December 31, 2014 includes $11.4 million of compensation expense recorded for 0.8 million restricted shares granted to affiliates.
On October 1, 2014, the Company awarded a former executive 165,838 shares of common stock that were not subject to any vesting requirements. As such, the Company expensed $2.0 million related to these shares during the three months ended December 31, 2014 . On December 15, 2014, the former executive resigned from the Company and agreed to return the shares awarded on October 1, 2014 resulting in the Company recording income of $1.5 million which is included in other income, net in the accompanying consolidated statement of operations.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Multi-Year Outperformance Plan
Upon consummation of the ARCT III Merger, the Company entered into the 2013 Advisor Multi-Year Outperformance Agreement (the “OPP”) with the Former Manager, whereby the Former Manager was able to earn compensation upon the attainment of stockholder value creation targets.
Under the OPP, the Company’s Former Manager was granted 8,241,101 long-term incentive plan units of the OP (“LTIP Units”), which could be earned or forfeited based on the General Partner’s total return to stockholders (including both share price appreciation and common stock distributions) (“Total Return”) for the three -year period that commenced on December 11, 2012.
Pursuant to previous authorization of the General Partner’s board of directors, as a result of the termination of the Management Agreement, all 8,241,101 LTIP Units became fully earned, vested and convertible into OP Units upon the consummation of the Company’s transition to self-management on January 8, 2014 and were converted into OP Units on such date.
During the years ended December 31, 2014 and 2013 , the Operating Partnership recorded expense of $1.6 million and $92.3 million for the LTIP Units under the OPP, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2014 , all LTIP Units under the OPP were earned and $93.9 million of the expense has been allocated to the non-controlling interest on the consolidated balance sheet.
2014 Multi-Year Outperformance Plan
On October 3, 2013, the General Partner’s board of directors approved a multi-year outperformance plan (the “New OPP”), which became effective upon the General Partner’s transition to self-management, which occurred on January 8, 2014. Under the New OPP, individual agreements were entered into between the General Partner and the participants selected by the General Partner’s board of directors (the “Participants”) that set forth the Participant’s participation percentage in the New OPP and the number of LTIP Units of the OP subject to the award (“OPP Agreements”). Under the New OPP and the OPP Agreements, the Participants were eligible to earn performance-based bonus awards equal to the Participant’s participation percentage of a pool that is funded up to a maximum award opportunity (the “New OPP Cap”) of approximately 5% of the General Partner’s equity market capitalization at the time of the approval of the New OPP (“the Initial Market Cap”).
In October 2013, the Compensation Committee approved an aggregate award pool to be measured by the General Partner’s market capitalization as of the date of such approval; however, the OPP was definitively documented to measure market capitalization on a pro forma basis as of the General Partner’s transition to self-management (including the pro forma impact of various transactions expected to be consummated prior to the General Partner’s transition to self-management on January 8, 2014), which was calculated in December 2013. After the Audit Committee’s and new management’s review of the OPP, it was determined that the Compensation Committee’s intention in respect of the OPP was that the maximum award pool opportunity (the “2014 OPP Cap”) should have been $120.0 million .
Subject to the New OPP Cap, the pool was to equal an amount to be determined based on the General Partner’s level of achievement of total return to stockholders, including both share price appreciation and common stock distributions (“Total Return”), as measured against an absolute hurdle and against a peer group of companies for a three -year performance period that commenced on October 1, 2013 (the “Performance Period”), with valuation dates on which a portion of the LTIP Units up to a specified amount of the New OPP Cap could be earned on the last day of each 12-month period during the Performance Period (each an “Annual Period”) and the initial 24-month period of the Performance Period (the “Interim Period”), as follows:
 
 
Performance Period
 
Annual Period
 
Interim Period
Absolute Component:  4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period:
21%
 
7%
 
14%
Relative Component:  4% of any excess Total Return attained above the median Total Return for the performance period of the Peer Group (1) , subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
 
 
 
 
 
•
100% will be earned if cumulative Total Return achieved is at least:
18%
 
6%
 
12%
•
50% will be earned if a cumulative Total Return achieved is:
0%
 
0%
 
0%
•
0% will be earned if cumulative Total Return achieved is less than:
0%
 
0%
 
0%
•
a percentage from 50% to 100% calculated by linear interpolation will be earned if cumulative Total Return achieved is if between:
0% - 18%
 
0% - 6%
 
0%- 12%

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Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

____________________________________
(1) The “Peer Group” was comprised of the following companies: EPR Properties; Getty Realty Corporation; Lexington Realty Trust; National Retail Properties, Inc.; Realty Income Corporation; and Spirit Realty Capital, Inc.
The New OPP provided for early calculation and vesting of the award in the event of a change in control of the General Partner, prior to the end of the Performance Period. The Participants were entitled to receive a tax gross-up in the event that any amounts paid to the Participant under the New OPP constitute “parachute payments” as defined in Section 280G of the Code. The LTIP Units granted under the New OPP represented units of equity ownership in the OP that were structured as a profits interest therein. Subject to the Participant’s continued service through each vesting date, one-third of any earned LTIP Units would vest on October 1, 2016, October 1, 2017 and October 1, 2018, respectively. The Participants were entitled to receive distributions on their LTIP Units to the extent provided for in the LPA, as amended from time to time.
During the three months ended December 31, 2014 , all of the Participants of the New OPP departed from the Company and forfeited all interests they had in the New OPP. As such, no expenses were recorded for the New OPP for the year ended December 31, 2014 . As of December 31, 2014 , the Company had recorded a total payable for distributions on LTIP units related to the OPP and the New OPP of $6.9 million .
Note 20 – Related Party Transactions and Arrangements
The Company, ARCT III and ARCT IV have incurred commissions, fees and expenses payable to the Former Manager and its affiliates including Realty Capital Securities, LLC (“RCS”), RCS Advisory Services, LLC (“RCS Advisory”), ARC, ARC Advisory Services, LLC (“ARC Advisory”), American Realty Capital Advisors III (the “ARCT III Advisor”), American Realty Capital Advisors IV, LLC (“the ARCT IV Advisor”), American National Stock Transfer, LLC (“ANST”) and ARC Real Estate Partners, LLC (“ARC Real Estate”). References throughout this Note 20 – Related Party Transactions and Arrangements to expenses incurred by ARCT III or ARCT IV are to expenses incurred before their acquisitions by the Company on February 28, 2013 and January 3, 2014, respectively. As of December 31, 2014, the Former Manager and its affiliates were no longer affiliated with the Company, as a result of officers and directors resigning from control positions in December 2014.
The Audit Committee Investigation identified certain payments made by the Company to the Former Manager and its affiliates that were not sufficiently documented or that otherwise warrant scrutiny.  As described below, the Company has recovered consideration valued at $8.5 million in respect of certain such payments. The Company is considering whether it has a right to seek recovery for any other such payments and, if so, its alternatives for seeking recovery.  No asset has been recognized in the accompanying consolidated financial statements related to any potential recovery.
The following table summarizes the related party fees and expenses incurred by the Company, ARCT III and ARCT IV by category and the aggregate amounts contained in such categories for the periods presented (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Related party transactions:
 
 
 
 
 
 
Expenses and capitalized costs:
 
 
 
 
 
 
Financing fees and reimbursements
 
$
—

 
$
14,277

 
$
3,350

Offering related costs
 
2,150

 
161,796

 
211,391

Acquisition related expenses
 
1,652

 
37,564

 
28,656

Merger and other non-routine transactions
 
137,778

 
156,146

 
—

Management fees to affiliates
 
13,888

 
17,462

 
212

General and administrative expenses
 
16,089

 
103,206

 
826

Indirect affiliate expenses
 
10,975

 
68

 
—

Total expenses and capitalized costs
 
$
182,532

 
$
490,519

 
$
244,435

Cole Capital revenues:
 
 
 
 
 
 
Cole Capital offering related revenue
 
87,109

 
—

 
—

Cole Capital operating revenue
 
116,449

 
—

 
—

Total Cole Capital revenues
 
$
203,558

 
$
—

 
$
—

The following sections below further expand on the summarized related party transactions listed above.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Financing Fees and Reimbursements
During the years ended December 31, 2013 and 2012 , the Company, ARCT III and ARCT IV paid the Former Manager, the ARCT III Advisor and the ARCT IV Advisor, respectively, financing coordination fees of $14.3 million and $3.4 million , respectively, which are equal to 0.75% of the aggregate amount available under any secured mortgage financing or refinancing that the Company, ARCT III or ARCT IV, respectively, obtained and used for the acquisition of properties that were arranged by the Former Manager, ARCT III Advisor or ARCT IV Advisor, respectively. The financing fees were payable in cash at the closing of each financing. In conjunction with the closing of the ARCT III Merger, it was agreed that these coordination fees would no longer be paid by the Company to the Former Manager. No such coordination fees were incurred during the year ended December 31, 2014 . Financing coordination fees and reimbursements are included in deferred costs and other assets, net in the accompanying consolidated balance sheets.
Offering Related Costs
The Company, ARCT III and ARCT IV recorded commissions, fees and offering cost reimbursements as shown in the table below for services provided to the Company, ARCT III and ARCT IV, as applicable, by affiliates of the Former Manager during the periods indicated (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Offering related costs:
 
 
 
 
 
 
Commissions and fees
 
$
—

 
$
148,232

 
$
184,384

Offering costs and other reimbursements
 
2,150

 
13,564

 
27,007

Total
 
$
2,150


$
161,796


$
211,391

RCS served as the dealer-manager of the ARCT III IPO and the ARCT IV IPO. RCS received fees and compensation in connection with the sale of ARCT III’s and ARCT IV’s common stock in the respective IPOs. RCS received a selling commission of 7% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers in each of the IPOs. RCS received 3% of the gross proceeds from the sale of common stock, before reallowance to participating broker-dealers, as a dealer manager fee in each of the IPOs. In addition, ARCT III and ARCT IV reimbursed the ARCT III Advisor, the ARCT IV Advisor and RCS, as applicable, for services relating to the ARCT III IPO and the ARCT IV IPO during 2013 and 2012. During the year ended December 31, 2014 , the Company incurred costs for services relating to the Company’s ATM equity program and common stock offering. Offering related costs are included in offering costs, commissions and dealer manager fees in the accompanying consolidated statements of changes in equity.
Acquisition Related Expenses
During the year ended December 31, 2014 , the Company paid a fee of $1.0 million (equal to 0.25% of the contract purchase price) to RCS for strategic advisory services related to its acquisition of certain properties in the Fortress Portfolio and $0.6 million (equal to 0.25% of the contract purchase price) to RCS related to its acquisition of certain properties in the Inland Portfolio. During the year ended December 31, 2014 , the Company paid a fee of $0.1 million to RCS related to its acquisition of certain properties in the Inland Portfolio.
Separate from acquisition fees related to the acquisition of certain properties in the GE Capital Portfolio discussed below, the Company, ARCT III and ARCT IV paid acquisition fees to the Former Manager and its affiliates equal to 1.0% of the contract purchase price, inclusive of indebtedness, of each property acquired by the Company, ARCT III or ARCT IV, as applicable. The Company, ARCT III and ARCT IV additionally reimbursed certain expenses as permitted under the advisory agreements. These fees and reimbursements (as applicable), totaled $12.3 million and $28.7 million during the years ended December 31, 2013 and 2012 , respectively. The Company and ARCT III were no longer required to pay these fees as of the ARCT III Merger, except for those properties in the Company’s acquisition pipeline as of that date. ARCT IV incurred these fees throughout 2013. No such fees were incurred by the Company during the year ended December 31, 2014 .
During the year ended December 31, 2013 , the Company paid a fee of $1.9 million (equal to 0.25% of the contract purchase price) to RCS and reimbursed expenses of $6.1 million to ARC related to its acquisition of certain properties in the GE Capital Portfolio. No such fees were incurred by the Company during the year ended December 31, 2014 .

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

During the year ended December 31, 2013 , ARCT IV incurred and paid a fee of $3.5 million (equal to 0.25% of the contract price) to RCS and also paid an acquisition fee of $13.8 million to the Former Manager and its affiliates related to its acquisition of certain properties in the GE Capital Portfolio.
Merger and Other Non-routine Transactions
The Company, ARCT III and ARCT IV incurred fees and expenses payable to the Former Manager and its affiliates for services related to mergers and other non-routine transactions, as discussed below. These fees are included in merger and other non-routine transactions in the accompanying consolidated statements of operations. The table below shows fees and expenses attributable to each merger and other non-routine transaction for the year ended December 31, 2014 (in thousands).
 
 
Year Ended December 31, 2014
 
 
ARCT IV Merger
 
Internalization
 
Cole Merger
 
Multi-tenant Spin Off
 
Total
Merger related costs:
 
 
 
 
 
 
 
 
 
 
Strategic advisory services
 
$
8,400

 
$
—

 
$
17,115

 
$
1,750

 
$
27,265

Personnel costs and other reimbursements
 
—

 
—

 
72

 
—

 
72

Other non-routine transactions:
 
 
 
 
 
 
 
 
 
 
Subordinated distribution fees
 
78,244

 
—

 
—

 
—

 
78,244

Furniture, fixtures and equipment
 
5,800

 
10,000

 
—

 
—

 
15,800

Other fees and expenses
 
—

 
—

 
2,900

 
—

 
2,900

Personnel costs and other reimbursements
 
417

 
—

 
1,728

 
—

 
2,145

Post-transaction support services
 
1,352

 
10,000

 
—

 
—

 
11,352

Total
 
$
94,213

 
$
20,000

 
$
21,815

 
$
1,750

 
$
137,778

The tables below shows fees and expenses attributable to each merger and other non-routine transaction during the year ended December 31, 2013 , (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ARCT III Merger

ARCT IV Merger

CapLease Merger
 
Cole Merger

Other
 
Total
Merger related costs:
 
 
 
 
 
 
 
 
 
 
 
 
Strategic advisory services

$
—

 
$
16,075

 
$
5,563

 
$
14,215

 
$
243

 
$
36,096

Legal fees and expenses

126

 
500

 
3,000

 
—

 
40

 
3,666

Personnel costs and other reimbursements

522

 
2,137

 
567

 
169

 
178

 
3,573

Other fees and expenses

—

 
640

 
250

 
—

 
—

 
890

Other non-routine transactions:

 
 
 
 
 
 
 
 
 
 
 
Subordinated distribution fees
 
98,360

 
—

 
—

 
—

 
—

 
98,360

Furniture, fixtures and equipment

5,800

 
—

 
—

 
—

 
—

 
5,800

Legal fees and expenses

950

 
—

 
—

 
—

 
—

 
950

Personnel costs and other reimbursements

—

 
1,107

 
—

 
1,463

 
109

 
2,679

Post-transaction support services

2,000

 
2,000

 
—

 
—

 
—

 
4,000

Other fees and expenses

—

 
—

 
132

 
—

 
—

 
132

Total
 
$
107,758


$
22,459


$
9,512

 
$
15,847


$
570


$
156,146

No expenses payable to affiliates of the Former Manager relating to mergers or other non-routine transactions were incurred during the year ended December 31, 2012 .
Merger Related Costs
ARCT III Merger
The Company and ARCT III incurred and paid $0.3 million to ARC Advisory and $0.4 million to RCS Advisory for expense reimbursements in connection with the ARCT III Merger during the year ended December 31, 2013 .

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

ARCT IV Merger
The Company entered into an agreement with RCS under which RCS agreed to provide strategic and financial advisory services to the Company in connection with the ARCT IV Merger. The Company paid $7.7 million (equal to 0.25% of the transaction value) upon the consummation of the ARCT IV Merger and reimbursed out of pocket expenses of $0.6 million pursuant to this agreement during the year ended December 31, 2013 .
The Company entered into an agreement with RCS, RCS Advisory and ANST under which they agreed to provide financial advisory and information agent services in connection with the ARCT IV Merger and the related proxy solicitation seeking approval from the Company’s stockholders in connection with such merger. The agreement provided that these services included facilitation of the preparation, distribution and accumulation of proxy materials, stockholder, analyst and financial advisor communications and consultation on materials and communications made to the public and regulatory agencies regarding the ARCT IV Merger. However, effective October 6, 2013 pursuant to the first amendment to the ARCT IV Merger Agreement, a vote by they Company’s stockholders was no longer required. The Company paid $0.6 million in fees pursuant to this agreement during the year ended December 31, 2013 .
ARCT IV entered into an agreement with RCS under which RCS agreed to provide strategic and financial advisory services to assist ARCT IV with its alternatives for a potential liquidity event. ARCT IV paid $7.7 million (equal to 0.25% of the transaction value) upon the consummation of the ARCT IV Merger and reimbursed out of pocket expenses of $0.8 million during the year ended December 31, 2013 .
ARCT IV entered into an agreement with ARC Advisory and RCS Advisory under which they agreed to provide legal support services up to the date that ARCT IV entered into the ARCT IV Merger Agreement. ARCT IV paid $0.5 million in fees pursuant to this agreement during the year ended December 31, 2013 .
ARCT IV entered into an agreement with RCS, RCS Advisory, and ANST under which they agreed to provide advisory and information agent services in connection with the ARCT IV Merger and the related proxy solicitation seeking approval of such merger by ARCT IV’s stockholders. The agreement provided that these services included facilitation of the preparation, distribution and accumulation of proxy materials, stockholder, analyst and financial advisor communications and consultation on materials and communications made to the public and regulatory agencies regarding the ARCT IV Merger. ARCT IV paid $0.8 million in fees and reimbursed $0.2 million of expenses pursuant to this agreement during the year ended December 31, 2013 .
The Company and ARCT IV incurred and paid $0.5 million to RCS Advisory for expense reimbursements in connection with the ARCT IV Merger during the year ended December 31, 2013 .
Pursuant to ARCT IV’s advisory agreement with the ARCT IV Advisor, ARCT IV agreed to pay the ARCT IV Advisor a brokerage commission on the sale of property in connection with the ARCT IV Merger. No fees were incurred under this agreement during the year ended December 31, 2013. The Company paid $8.4 million as a brokerage commission, pursuant to the advisory agreement during the year ended December 31, 2014 .
Cole Merger
The Company entered into an agreement with RCS under which RCS agreed to provide strategic and financial advisory services to the Company in connection with the Cole Merger. The Company agreed to pay a fee equal to 0.25% of the transaction value upon the consummation of the transaction and reimburse out of pocket expenses. The Company incurred and recognized $14.2 million in expense from this agreement in each year ended December 31, 2014 and 2013 .
Pursuant to the Transaction Management Services Agreement, dated December 9, 2013, the Company and the OP agreed to pay RCS Advisory an aggregate fee of $2.9 million in connection with providing the following services: transaction management support related to the Cole Merger up to the date of the Transaction Management Services Agreement and ongoing transaction management support, marketing support, due diligence coordination and event coordination up to the date of the termination of the Transaction Management Services Agreement. The Transaction Management Services Agreement expired on the consummation of the Company’s transition to self-management on January 8, 2014. The Company paid RCS Advisory $2.9 million thereunder on January 8, 2014.




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Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

CapLease Merger
The Company entered into an agreement with RCS under which RCS agreed to provide strategic and financial advisory services to the Company in connection with the CapLease Merger. The Company paid a fee equal to 0.25% of the transaction value and reimbursed out of pocket expenses. The Company incurred and paid $5.6 million in fees pursuant to this agreement during the year ended December 31, 2013. The Company incurred and paid an additional $0.2 million to ARC Advisory and $3.6 million to RCS Advisory for expense reimbursements in connection with the CapLease Merger during the year ended December 31, 2013 .
Multi-tenant Spin-off
The Company entered into an agreement with RCS, under which RCS agreed to provide strategic and financial advisory services to the Company in connection with the MT Spin-off. During the year ended December 31, 2014 , the Company incurred $1.8 million of such fees, which are included in merger and other non-routine transactions in the accompanying consolidated statement of operations for the year ended December 31, 2014 .
Other Non-routine Transactions
ARCT III Merger Subordinated Distribution Fee
On February 28, 2013, the OP entered into a Contribution and Exchange Agreement (the “ARCT III Contribution and Exchange Agreement”) with the ARCT III OP and the ARCT III Special Limited Partner, the holder of the special limited partner interest in the ARCT III OP. The ARCT III Special Limited Partner was entitled to receive certain distributions from the ARCT III OP, including a subordinated distribution of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of limited partnership of the ARCT III OP). The ARCT III Merger constituted an “investment liquidity event,” due to the attainment of the 6.0% performance hurdle and the return to ARCT III’s stockholders in addition to their initial investment. Pursuant to the ARCT III Contribution and Exchange Agreement, the ARCT III Special Limited Partner contributed its interest in the ARCT III OP, inclusive of the $98.4 million subordinated distribution proceeds received, to the ARCT III OP in exchange for 7.6 million ARCT III OP Units. Upon consummation of the ARCT III Merger, these ARCT III OP Units were immediately converted into 7.3 million OP Units after application of the ARCT III Exchange Ratio. The Company recorded an expense of $98.4 million during the year ended December 31, 2013 in connection with this transaction. In conjunction with the ARCT III Merger Agreement, the ARCT III Special Limited Partner agreed to hold its OP Units for a minimum of one year before converting them into shares of Company common stock.
ARCT IV Merger Subordinated Distribution
On January 3, 2014, the OP entered into a Contribution and Exchange Agreement (the “ARCT IV Contribution and Exchange Agreement”) with the ARCT IV OP, ARCT IV Special Limited Partner and ARC Real Estate. The ARCT IV Special Limited Partner was entitled to receive certain distributions from the ARCT IV OP, including the subordinated distribution of net sales proceeds resulting from an “investment liquidity event” (as defined in the agreement of limited partnership of the ARCT IV OP). The ARCT IV Merger constituted an “investment liquidity event,” due to the attainment of the 6.0% performance hurdle and the return to ARCT IV’s stockholders of $358.3 million in addition to their initial investment. Pursuant to the ARCT IV Contribution and Exchange Agreement, the ARCT IV Special Limited Partner contributed its interest in the ARCT IV OP, inclusive of the $78.2 million of subordinated distribution proceeds received, to the ARCT IV OP in exchange for 2.8 million ARCT IV OP Units. Upon consummation of the ARCT IV Merger, these ARCT IV OP Units were immediately converted into 6.7 million OP Units after application the ARCT IV Exchange Ratio. In conjunction with the ARCT IV Merger Agreement, the ARCT IV Special Limited Partner agreed to hold its OP Units for a minimum of two years before converting them into shares of the Company’s common stock.
Furniture, Fixtures and Equipment and Other Assets
The Company entered into three agreements with affiliates of the Former Manager and the Former Manager (the “Sellers”), as applicable, pursuant to which, concurrently with the closing of the ARCT III Merger and the ARCT IV Merger and the Company’s transition to self-management, the Sellers sold the OP certain FF&E and other assets used by the Sellers in connection with managing the property level business and operations and accounting functions of the Company and the OP. The Company incurred and recorded $15.8 million and $5.8 million to purchase the FF&E during the year ended December 31, 2014 and 2013 , respectively. The Company has concluded that there was no evidence of the receipt and it could not support the value of the FF&E and other assets. As such, the Company has expensed the amount originally capitalized and recognized the expense in merger and other non-routine transaction-related expense.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)


Other Fees and Expenses
In connection with the closing of the Cole Merger, the Company paid $2.9 million to RCS Advisory during the year ended December 31, 2014 . No such expenses were incurred during the years ended December 31, 2013 or 2012.
Legal Fees and Expenses
On December 12, 2012, ARCT III and the OP entered into a legal services reimbursement agreement with ARC Advisory to provide legal support services through the date of the ARCT III Merger. ARCT III incurred expenses of $0.5 million in connection with this agreement in 2013. Additional expenses of $0.5 million were paid to ARC Advisory during 2013 as reimbursement for litigation services.
Post-Transaction Support Services
ARCT III entered into an agreement with ARC Advisory under which ARC Advisory agreed to provide support services including legal, accounting, marketing, human resources and information technology, among other services, until the earlier of the ARCT III Merger closing date or one year (and an agreed upon period of up to 60 days following the ARCT III Merger). ARCT III paid $2.0 million in fees pursuant to this agreement during the year ended December 31, 2013 . No expense was incurred during the year ended December 31, 2014 in connection with this agreement.
ARCT IV entered into an agreement with ARC Advisory and RCS Advisory under which they agreed to provide support services including legal, accounting, marketing, human resources and information technology, among other services, until the earlier of the ARCT IV Merger closing date or one year (and an agreed upon period of up to 60 days following the ARCT IV Merger). ARCT IV incurred $2.0 million in expenses pursuant to this agreement during the year ended December 31, 2013 .
In connection with its entry into the ARCT IV Merger agreement, ARCT IV agreed to pay additional asset management fees. which totaled $1.3 million net of credits received from affiliates during the year ended December 31, 2014 . No such fees were incurred during the year ended December 31, 2013 .
Pursuant to the Amendment and Acknowledgment of Termination of Amended and Restated Management Agreement entered into as of January 8, 2014, the Former Manager agreed to provide certain transition services including accounting support, acquisition support, investor relations support, public relations support, human resources and administration, general human resources duties, payroll services, benefits services, insurance and risk management, information technology, telecommunications and Internet and services relating to office supplies.  Pursuant to this agreement, the Company paid $10.0 million to the Former Manager on January 8, 2014. This arrangement was in effect for a 60 -day term beginning on January 8, 2014.
Personnel Costs and Other Reimbursements
The Company, ARCT III and ARCT IV incurred expenses of and paid, $2.5 million to RCS Advisory and $0.2 million to ANST for personnel costs and reimbursements in connection with non-recurring transactions.
Management Fees to Affiliates
The Company, ARCT III and ARCT IV recorded fees and reimbursements as shown in the table below for services provided by the Former Manager and its affiliates related to the operations of the Company, ARCT III and ARCT IV during the periods indicated (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Management fees to affiliates:
 
 
 
 
 
 
Base management fees
 
$
—

 
$
4,969

 
$
212

Asset management fees
 
13,888

 
11,693

 
—

Property management fees
 
—

 
800

 
—

Total
 
$
13,888

 
$
17,462

 
$
212

Base Management Fees to the Former Manager
Prior to the termination of the amended and restated management agreement, the Company paid the Former Manager an annual base management fee equal to 0.50% per annum of average unadjusted book value of the Company’s real estate assets, calculated

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

and payable monthly in advance, for the value of assets up to $3.0 billion and 0.40% per annum for the unadjusted book value of assets over $3.0 billion . The management fee was generally payable in cash; however in lieu of cash, on January 21, 2014, the Former Manager agreed to settle all outstanding balances in stock, resulting in the Company issuing 388,461 shares of common stock to the Former Manager. Prior to the ARCT III Merger, the Former Manager was entitled to an annual base management fee equal to 0.50% per annum for the unadjusted book value of assets with no asset threshold limitations. The Company incurred expenses of $5.0 million and $0.2 million that were not waived during the years ended December 31, 2013 and 2012, respectively. The Former Manager waived the portion of its management fee in excess of certain net income thresholds related to the Company’s operations during certain periods in 2013 and 2012. These waived fees totaled $6.1 million and $1.8 million during the years ended December 31, 2013 and 2012 , respectively. No such fees were incurred or waived during the year ended December 31, 2014 .
Asset Management Fees
ARCT III
Until July 1, 2012, the ARCT III Advisor was entitled to an asset management fee of 0.75% per annum from ARCT III equal to the cost of its assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excludes acquisition fees) plus costs and expenses incurred by the ARCT III Advisor in providing asset management services. However, the asset management fee was to be reduced by any amounts payable to ARCT III’s property manager as an oversight fee, such that the aggregate of the asset management fee and the oversight fee did not exceed 0.75% per annum of the cost of ARCT III’s assets plus costs and expenses incurred by the ARCT III Advisor in providing asset management services. Prior to July 1, 2012, this fee was payable in monthly installments at the discretion of ARCT III’s board of directors in cash, common stock or restricted stock grants, or any combination thereof. Asset management fees for the year ended December 31, 2013 are included in management fees to affiliates in the accompanying consolidated statements of operations and comprehensive loss for the year ended December 31, 2013. These asset management fees for the year ended December 31, 2012 were waived.
Effective July 1, 2012, as payment for asset management fee, ARCT III issued (subject to periodic approval by its board of directors) to the ARCT III Advisor performance-based restricted partnership units of the ARCT III OP designated as “ARCT III Class B units,” which were intended to be profits interests and to vest, and no longer be subject to forfeiture, at such time as: (x) the value of the ARCT III OP’s assets plus all distributions that equaled or exceeded the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the “economic hurdle”); and (y) a liquidity event had occurred.
The ARCT III Advisor received distributions on unvested ARCT III Class B units equal to the distribution rate received on ARCT III common stock. In 2012, the ARCT III board of directors approved the issuance of 145,022 ARCT III Class B units to the ARCT III Advisor for asset management services it provided. In 2013, the ARCT III board of directors approved issuance of an additional 603,599 ARCT III Class B units to the ARCT III Advisor for asset management services it provided. As of December 31, 2012, ARCT III did not consider achievement of the performance condition to be probable as the shareholder vote for the ARCT III Merger, which would allow vesting of these ARCT III Class B Units, was not completed. The performance condition related to these ARCT III Class B units was satisfied upon the completion of the ARCT III Merger and as a result a $9.4 million expense was recorded during the year ended December 31, 2013. The 748,621 ARCT III Class B units converted into ARCT III OP Units, which converted on a one-to-one basis, into 711,190 OP Units after the application of the ARCT III Exchange Ratio.
In connection with a 60-day extension of the advisory agreement which was executed in order to facilitate the smooth transition of advisory services following the consummation of the ARCT III Merger, the Company incurred and paid additional asset management fees of $2.3 million during 2013. No fees were incurred during the year ended December 31, 2014 .
ARCT IV
In connection with the asset management services provided by the ARCT IV Advisor, ARCT IV issued (subject to periodic approval by ARCT IV’s board of directors) to the ARCT IV Advisor performance-based restricted partnership units of the ARCT IV OP designated as “ARCT IV Class B Units,” which were intended to be profit interests and to vest, and no longer be subject to forfeiture, at such time as: (x) the value of the ARCT IV OP’s assets plus all distributions that equaled or exceeded the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the “economic hurdle”); (y) any one of the following occurs: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the ARCT IV Advisor was still providing advisory services to ARCT IV.
The calculation of the ARCT IV asset management fees was equal to: (i) 0.1875% of the cost of ARCT IV’s assets; divided by (ii) the value of one share of ARCT IV common stock as of the last day of such calendar quarter. When approved by the board of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

directors, the ARCT IV Class B Units were issued to the ARCT IV Advisor quarterly in arrears pursuant to the terms of the ARCT IV OP agreement. During the year ended December 31, 2013, ARCT IV’s board of directors approved the issuance of 492,483 ARCT IV Class B Units to the ARCT IV Advisor in connection with this arrangement. As of December 31, 2013, ARCT IV did not consider achievement of the performance condition to be probable and no expense was recorded at that time. The ARCT IV Advisor received distributions on unvested ARCT IV Class B Units equal to the distribution rate received on the ARCT IV common stock. The performance condition related to the 498,857 ARCT IV Class B Units, which includes units issued for the period of January 1, 2014 through the ARCT IV Merger Date, was satisfied upon the completion of the ARCT IV Merger. These ARCT IV Class B Units immediately converted into OP Units at the 2.3961 exchange ratio and the Company recorded an expense of $13.9 million based on the fair value of the ARCT IV Class B Units at that time. No additional expense was recorded during the year ended December 31, 2014 .
Property Management Fees
ARCT III also agreed to pay an affiliate of ARC, unless it contracted with a third party, a property management fee of up to 2% of gross revenues from ARCT III’s stand-alone single-tenant net leased properties and 4% of gross revenues from its multi-tenant properties, plus, in each case, market-based leasing commissions applicable to the geographic location of the property. ARCT III also agreed to reimbursed the affiliate for property level expenses. If ARCT III contracted directly with third parties for such services, it paid them customary market fees and paid the affiliated property manager an oversight fee of up to 1% of the gross revenues of the property managed. Property management fees of $0.8 million are recorded in management fees to affiliates in the accompanying consolidated statements of operations for the year ended December 31, 2013 . No property management fees were incurred during the year ended December 31, 2014 .
Quarterly Incentive Fee
Prior to the termination of the amended and restated management agreement as a result of internalization, the Company was required to pay the Former Manager a quarterly incentive fee, calculated based on 20% of the excess of annualized core earnings (as defined in the management agreement with the Former Manager) over the weighted-average number of shares multiplied by the weighted-average price per share of common stock. One half of each quarterly installment of the incentive fee would be payable in shares of common stock. The remainder of the incentive fee would be payable in cash. No incentive fees were incurred or paid for the years ended December 31, 2014 , 2013 or 2012 .
General and Administrative Expenses
The Company, ARCT III and ARCT IV recorded general and administrative expenses as shown in the table below for services provided by the Former Manager and its affiliates related to the operations of the Company, ARCT III and ARCT IV during the periods indicated (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
General and administrative expenses:
 
 
 
 
 
 
Advisory fees and reimbursements
 
$
2,015

 
$
5,602

 
$
826

Equity awards
 
14,074

 
97,604

 
—

Total
 
$
16,089

 
$
103,206

 
$
826


Advisory fees and reimbursements
The Company, ARCT III and ARCT IV agreed to certain fees and reimbursement during the years ended December 31, 2014 , 2013 , and 2012 , to the Former Manager and its affiliates, as applicable, for their out-of-pocket costs, including without limitation, legal fees and expenses, due diligence fees and expenses, other third party fees and expenses, costs of appraisals, travel expenses, nonrefundable option payments and deposits on properties not acquired, accounting fees and expenses, title insurance premiums and other closing costs, personnel costs and miscellaneous expenses relating to the selection, acquisition and due diligence of properties or general operation of the Company. During the years ended December 31, 2014 , 2013 , and 2012 , these expenses totaled $2.0 million , $5.6 million , and $0.8 million , respectively.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Equity Awards
Upon consummation of the ARCT III Merger, the Company entered into the OPP with its Former Manager. The OPP gave the Former Manager the opportunity to earn compensation upon the attainment of certain stockholder value creation targets. The Company recorded an expense of $32.7 million for the valuation of the award through December 31, 2013 and an additional expense of $59.6 million due to the accelerated vesting of the OPP. This total expense of $92.3 million is included in general and administrative expenses in the accompanying consolidated statements of operations during the year ended December 31, 2013 . Additionally, during the year ended December 31, 2014 , $1.6 million was recorded to general and administrative as equity-based compensation relating to the change in total return to stockholders used in computing the number of LTIP units earned between December 31, 2013 and January 8, 2014.
As a result of the ARCT III Merger, certain restricted shares held by employees of affiliates of the Former Manager were fully vested. This expense of $2.0 million is included in general and administrative expense in the accompanying consolidated statement of operations during the year ended December 31, 2013 . During the years ended December 31, 2013 and 2012, the Company granted 620,000 and 93,683 restricted share awards to employees of affiliates of the Former Manager as compensation for certain services, respectively. These were three separate grants and the grant date fair values for these issuances were $1.0 million in June 2012, $4.5 million in February 2013 and $4.4 million in July 2013, respectively.
Separately, as a result of the ARCT III Merger and the termination of the Management Agreement with the Former Manager, certain restricted shares held by employees of affiliates of the Former Manager were fully vested. This aggregate expense of $5.3 million is included in general and administrative expense in the accompanying consolidated statements of operations for the year ended December 31, 2013.
During the year ended December 31, 2014 , the Company granted 796,075 restricted stock awards to employees of affiliates of the Former Manager as compensation for certain services and 87,702 restricted stock awards to two directors who are affiliates of the Former Manager. The grant date fair value of the awards of $12.5 million was recorded in general and administrative expenses in the accompanying consolidated statements of operations.
Indirect Affiliate Expenses
The Company incurred fees and expenses payable to the Company’s affiliates or payable to a third party on behalf of the Company’s affiliates for amenities related to certain buildings, as explained below. These expenses are depicted in the table below for the periods indicated (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Indirect affiliate expenses:
 
 
 
 
 
 
Audrain building
 
$
8,724

 
$
68

 
$
—

ANST office build-out
 
462

 
—

 
—

New York (405 Park) office
 
1,659

 
—

 
—

Dresher, PA office
 
92

 
—

 
—

North Carolina office
 
38

 
—

 
—

Total
 
$
10,975

 
$
68


$
—


Audrain Building
During the year ended December 31, 2013, a wholly owned subsidiary of ARC Real Estate purchased a historic building in Newport, Rhode Island (“Audrain”) with plans to renovate the second floor to serve as offices for certain executives of the Company, the Former Manager and its affiliates. The Former Manager requested that invoices relating to the second floor renovation and tenant improvements and all building operating expenses either be reimbursed by the Company to ARC Advisory or be paid directly to the contractors and vendors. During the year ended December 31, 2013 , the Company paid $27,000 for architectural costs relating to the renovation directly to a third party. During the year ended December 31, 2014 , the Company paid $8.7 million for tenant improvements and furniture and fixtures relating to the renovation directly to the third parties.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

In addition, on October 4, 2013, the Company entered into a lease agreement with the subsidiary of ARC Real Estate for a term of 15 years with annual base rent of $0.4 million requiring monthly payments beginning on that date. As there were tenants occupying the building when it was purchased, these tenants subleased their premises from the Company until their leases terminated. During the years ended December 31, 2014 and 2013 , the Company incurred and paid $0.3 million and $0.1 million , respectively, for base rent, which was partially offset by $17,000 and $55,000 of rental revenue received from the subtenants during the years ended December 31, 2014 and 2013 , respectively.
As a result of findings of the investigation conducted by the Audit Committee, the Company terminated this lease agreement and was reimbursed for the tenant improvement and furniture costs incurred by the Company, totaling $8.5 million , during the year ended December 31, 2014 . Reimbursement was made by delivery and retirement of 916,423 OP Units held by an affiliate of the Former Manager. The Company never moved into or occupied the building.
ANST Office Build-out
During the year ended December 31, 2014 , as a result of the Cole Merger, the Company worked to develop a partnership with ANST to better service clients and shareholders more efficiently, as well as create more career opportunities for the employees.  Plans were made to move ANST to part of the Cole Capital office building in 2014. In order to accommodate the ANST employees, the Cole Capital office building was to be remodeled. During the year ended December 31, 2014 , the Company paid $0.5 million directly to third parties for leasehold improvements and furniture and fixtures relating to the renovation.
Subsequently, ANST never moved into the building. The Company is considering its options with regard to recovery of such payments, although no decisions have been made at this time. No asset has been recognized in the financial statements related to any potential recovery.
New York (405 Park) Office
During the year ended December 31, 2014 , the Company paid $0.6 million to ARC Advisory for rent related to the New York (405 Park) office where certain of the Company’s employees shared office space with an affiliate of the Former Manager. In addition, the Company paid $1.1 million directly to third parties for leasehold improvements and furniture and fixtures. The Company paid no rent or leasehold improvements to ARC related to the New York office during the years ended December 31, 2013 or 2012.
Additional Related Party Transactions
The following related party transactions were not included in the tables above.
Tax Protection Agreement
The Company is party to a tax protection agreement with ARC Real Estate, which contributed its 100% indirect ownership interests in 63 of the Company’s properties to the Operating Partnership in the formation transactions related to the Company’s IPO. Pursuant to the tax protection agreement, the Company has agreed to indemnify ARC Real Estate for its tax liabilities (plus an additional amount equal to the taxes incurred as a result of such indemnity payment) attributable to its built-in gain, as of the closing of the formation transactions, with respect to its interests in the contributed properties (other than two vacant properties contributed), if the Company sells, conveys, transfers or otherwise disposes of all or any portion of these interests in a taxable transaction on or prior to September 6, 2021. The sole and exclusive rights and remedies of ARC Real Estate under the tax protection agreement will be a claim against the Operating Partnership for ARC Real Estate’s tax liabilities as calculated in the tax protection agreement, and ARC Real Estate shall not be entitled to pursue a claim for specific performance or bring a claim against any person that acquires a protected party from the Operating Partnership in violation of the tax protection agreement.
Investment from the ARCT III Special Limited Partner
In connection with the ARCT III Merger, the ARCT III Special Limited Partner invested $0.8 million in the ARCT III OP and was subsequently issued 56,797 OP Units in respect thereof upon the closing of the ARCT III Merger after giving effect to the ARCT III Exchange Ratio. This investment is included in non-controlling interests in the accompanying consolidated balance sheets.
Investment from the ARCT IV Special Limited Partner
In connection with the ARCT IV Merger, the ARCT IV Special Limited Partner invested $0.8 million in the ARCT IV OP and was subsequently issued 79,870 OP Units in respect thereof upon the closing of the ARCT III Merger after giving effect to the ARCT III Exchange Ratio. This investment is included in non-controlling interests in the accompanying consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Investment in an Affiliate of the Former Manager
During the year ended December 31, 2013, the Company invested $10.0 million in a real estate fund advised by an affiliate of the Former Manager, American Real Estate Income Fund, which invests primarily in equity securities of other publicly traded REITs, and subsequently reinvested dividends totaling $0.1 million in the fund. During the fourth quarter of 2013, the Company sold a portion of such investments with an original cost of $8.5 million at a loss of $0.4 million resulting in a remaining investment of $1.5 million as of December 31, 2013 . As of December 31, 2014 , the Company sold substantially all of its investment, with a remaining investment value of less than $0.1 million .
Ownership by Affiliates of the Former Manager and Employees of Affiliates of the Former Manager
Certain affiliates of the Former Manager and certain employees of affiliates of the Former Manger own shares of ARCP’s common stock, shares of unvested restricted common stock, OP Units and LTIP Units. As of December 31, 2014 and December 31, 2013 , 2.66% and 4.37% , respectively, of the total equity units issued by ARCP and the OP were owned by affiliates of the Former Manager and certain employees of affiliates of the Former Manger.
Due to Affiliates
Due to affiliates, as reported in the accompanying consolidated balance sheets, is comprised of the following amounts discussed above (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
Due to affiliates:
 
 

 
 
Offering related costs
 
$
—

 
$
220

Merger and other non-routine transactions
 
—

 
38,645

Management fees to affiliates
 
—

 
4,969

General and administrative
 
—

 
59,600

Managed REITs and other
 
559

 
—

Total
 
$
559


$
103,434

Cole Capital
Cole Capital is contractually responsible for managing the Managed REITs’ affairs on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf, and recommending to each of the Managed REIT’s respective board of directors an approach for providing investors with liquidity. In addition, the Company distributes the shares of common stock for certain Managed REITs and advises them regarding offerings, manages relationships with participating broker-dealers and financial advisors and provides assistance in connection with compliance matters relating to the offerings. The Company receives compensation and reimbursement for services relating to the Managed REITs’ offerings and the investment, management and disposition of their respective assets, as applicable.
Cole Capital Offering Related Revenue
The Company generally receives a selling commission of up to 7.0% of gross offering proceeds related to the sale of shares of CCPT IV, CCIT II and CCPT V common stock in their primary offerings, before reallowance of commissions earned by participating broker-dealers. The Company has and intends to continue to reallow 100% of selling commissions earned to participating broker-dealers. In addition, the Company generally receives 2.0% of gross offering proceeds in the primary offerings, before reallowance to participating broker-dealers, as a dealer manager fee in connection with the sale of CCPT IV, CCIT II and CCPT V shares of common stock. The Company, in its sole discretion, may reallow all or a portion of its dealer manager fee to such participating broker-dealers as a marketing and due diligence expense reimbursement, based on factors such as the volume of shares sold by such participating broker-dealers and the amount of marketing support provided by such participating broker-dealers. No selling commissions or dealer manager fees are paid to the Company or other broker-dealers with respect to shares sold under the respective Managed REIT’s distribution reinvestment plans, under which the stockholders may elect to have distributions reinvested in additional shares.
In connection with the sale of INAV shares of common stock, the Company receives an asset-based dealer manager fee that is payable in arrears on a monthly basis and accrues daily in an amount equal to (i) 1/365th of 0.55% of the net asset value (“NAV”)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

for Wrap Class shares of common stock (“W Shares”) for such day, (ii) 1/365th of 0.55% of the NAV for Advisor Class shares of common stock (“A Shares”) for such day and (iii) 1/365th of 0.25% of the NAV for Institutional Class shares of common stock (“I Shares”) for such day. The Company, in its sole discretion, may reallow a portion of its dealer-manager fee received on W Shares, A Shares and I Shares to participating broker-dealers. In addition, the Company receives a selling commission on A Shares sold in the primary offering of up to 3.75% of the offering price per share for A Shares. The Company has and intends to continue to reallow 100% of selling commissions earned to participating broker-dealers. The Company also receives an asset-based distribution fee for A Shares that is payable in arrears on a monthly basis and accrues daily in an amount equal to 1/365th of 0.50% of the NAV for A Shares for such day. The Company, in its sole discretion, may reallow a portion of the distribution fee to participating broker-dealers. No selling commissions are paid to the Company or other broker-dealers with respect to W Shares or I Shares or on shares of any class of INAV common stock sold pursuant to INAV’s distribution reinvestment plan, under which the stockholders may elect to have distributions reinvested in additional shares, and no distribution fees are paid to the Company or other broker-dealers with respect to W Shares or I Shares.
All other organization and offering expenses associated with the sale of the Managed REITs’ common stock (excluding selling commissions, if applicable, and the dealer manager fee) are paid for in advance by the Company and subject to reimbursement by the Managed REITs, up to certain limits per the respective advisory agreement. The organization and offering expenses incurred by the Company which are subject to reimbursement include costs which are paid to affiliates. As these costs are incurred, they are recorded as reimbursement revenue, up to the respective limit, and are included in dealer manager fees, selling commissions and offering reimbursements in the financial results for Cole Capital in Note 5 – Segment Reporting . Expenses paid on behalf of the Managed REITs in excess of these limits that are expected to be collected are recorded as program development costs. As of December 31, 2014 , the Company had $12.9 million of organization and offering costs paid on behalf of the Managed REITs in excess of the limits that have not been reimbursed, which are expected to be reimbursed by the Managed REITs as they raise additional proceeds from the respective offering. The program development costs are included in deferred costs and other assets, net in the accompanying consolidated unaudited balance sheets.
The Company recorded commissions, fees and expense reimbursements as shown in the table below for services provided to the Managed REITs (as described above) during the period from the Cole Acquisition Date to December 31, 2014 (in thousands). As the Company did not commence operations for Cole Capital until the Cole Acquisition Date, comparative financial data is not presented for the year ended December 31, 2013 .
 
 
Period from the Cole Acquisition Date to December 31, 2014
 
 
CCPT IV
 
CCPT V
 
CCIT
 
CCIT II
 
INAV
 
Total
Offering:
 
 
 
 
 
 
 
 
 
 
 
 
Selling commission revenue
 
$
29,113

 
$
11,534

 
$
(4
)
 
$
15,817

 
$
562

 
$
57,022

Selling commissions reallowance expense
 
29,113

 
11,534

 
(4
)
 
15,817

 
562

 
57,022

Dealer manager and distribution fee revenue
 
8,771

 
3,403

 
(1
)
 
4,806

 
555

 
17,534

Dealer manager fees reallowance expense
 
4,971

 
1,794

 
(1
)
 
2,357

 
49

 
9,170

Other expense reimbursement revenue
 
3,748

 
3,475

 
—

 
4,844

 
486

 
12,553

Cole Capital Operating Revenue
The Company earns acquisition fees related to the acquisition, development or construction of properties on behalf of certain of the Managed REITs. In addition, the Company is reimbursed for acquisition expenses incurred in the process of acquiring properties up to certain limits per the respective advisory agreement. The Company is not reimbursed for personnel costs in connection with services for which it receives acquisition fees or real estate commissions. In addition, the Company may earn disposition fees related to the sale of one or more properties, including those held indirectly through joint ventures, on behalf of a Managed REIT. Acquisition and disposition fees and reimbursements, as applicable, are included in transaction service fees in the financial results for Cole Capital in Note 5 – Segment Reporting .

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

The Company earns advisory and asset and property management fees from certain Managed REITs and other affiliates. In addition, the Company may be reimbursed for expenses incurred in providing advisory and asset and property management services, subject to certain limitations. In connection with services provided by the Company related to the origination or refinancing of any debt financing obtained by certain Managed REITs that is used to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company is reimbursed for financing expenses incurred, subject to certain limitations. Advisory fees, asset and property management fees and reimbursements of expenses are included in management fees and reimbursements in the financial results for Cole Capital in Note 5 – Segment Reporting .
The Company recorded fees and expense reimbursements as shown in the table below for services provided primarily to the Managed REITs (as described above) during the period from the Cole Acquisition Date to year ended December 31, 2014 (in thousands). As the Company did not commence operations for Cole Capital until the Cole Acquisition Date, comparative financial data is not presented for the year ended December 31, 2013 .
 
 
Period from the Cole Acquisition Date to December 31, 2014
 
 
CCPT IV
 
CCPT V
 
CCIT
 
CCIT II
 
INAV
 
Other
Operations:
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition fee revenue
 
$
35,253

 
$
7,705

 
4,943

 
$
12,525

 
$
—

 
$
246

Asset management fee revenue
 
—

 
—

 
—

 
—

 
—

 
900

Property management and leasing fee revenue
 
—

 
—

 
—

 
—

 
—

 
877

Operating expense reimbursement revenue
 
6,574

 
2,543

 
2,931

 
598

 
448

 
—

Advisory and performance fee revenue
 
19,915

 
629

 
16,933

 
1,493

 
1,936

 
—

Investment in the Managed REITs
As of December 31, 2014 , the Company owned aggregate equity investments of $3.9 million in the Managed REITs, which is included in investment in unconsolidated entities in the accompanying consolidated balance sheet. The table below presents certain information related to the Company’s investments in the Managed REITs as of December 31, 2014 (carrying amount in thousands):
 
 
December 31, 2014
Managed REIT
 
% of Outstanding Shares Owned
 
Carrying Amount of Investment
CCPT IV
 
0.01
%
 
$
131

CCPT V
 
1.69
%
 
1,888

CCIT
 
0.01
%
 
74

CCIT II
 
1.20
%
 
1,644

INAV
 
0.19
%
 
153

 
 
 
 
$
3,890

Unconsummated Sale of Cole Capital to RCAP
On October 1, 2014, the Company announced that it had entered into the purchase agreement, pursuant to which RCAP would acquire Cole Capital for at least $700.0 million . As part of the transaction, the Company would be entitled to an earn-out of up to an additional $130.0 million based upon Cole Capital’s 2015 earnings before income taxes, depreciation and amortization. On November 3, 2014, the Company received notice from RCAP purporting to terminate the agreement. On December 4, 2014, the Company issued a press release announcing that it had entered into a settlement agreement with RCAP that resolved their dispute relating to the agreement.
The settlement included: $42.7 million in cash paid by RCAP to the Company; a $15.3 million unsecured note issued by RCAP to the Company; and a release of the Company from its obligation to pay $2.0 million to RCAP for services performed in relation to the 2014 common stock offering. This settlement is included in other income, net in the accompanying consolidated statement of operations. The $42.7 million in cash included a $10.0 million payment already delivered to the Company by RCAP in connection with the Agreement. See Note 9 – Loans Held for Investment for further discussion on the note. In addition, the Company and

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

RCAP have agreed to terminate, unwind or otherwise discontinue all agreements, arrangements and understandings between the two parties and any of their respective subsidiaries.
Due from Affiliates
As of December 31, 2014 , $86.1 million was expected to be collected from affiliates, including balances from the Managed REITs lines of credits, as well as balances for services provided by the Company and expenses subject to reimbursement by the Managed REITs in accordance with their respective advisory and property management agreements and was included in due from affiliates on the accompanying consolidated balance sheet. In connection with the Cole Merger, the Company acquired a revolving line of credit agreement that provides for $10.0 million of available borrowings to CCIT II. During the year ended December 31, 2014 , the Company entered into a revolving line of credit agreement that provides for $10.0 million of available borrowings to CCPT V. The CCIT II and CCPT V line of credit agreements each bear an interest rate equal to the one-month LIBOR plus 2.20% and mature in January 2015 and March 2015, respectively. In addition, during the year ended December 31, 2014 , the Company increased the available borrowings under the revolving lines of credit for both CCPT V and CCIT II to $60.0 million . During the year ended December 31, 2014 , CCIT II and CCPT V borrowed $30.0 million and $20.0 million , respectively, on their lines of credit. These amounts remained outstanding as of December 31, 2014 and are included in due from affiliates in the accompanying consolidated balance sheets. No amounts were due from affiliates as of December 31, 2013.
Note 21 – Net Loss Per Share/Unit 
The General Partner’s unvested shares of restricted stock contain non-forfeitable rights to dividends and are considered to be participating securities in accordance with GAAP and, therefore, are included in the computation of earnings per share under the two-class method. Under the two-class computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual obligation to share in the losses. The unvested restricted stock is not allocated losses as the awards do not have a contractual obligation to share in losses of ARCP. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings.
Net Loss Per Share
The following is a summary of the basic and diluted net loss per share computation for ARCP for the year ended December 31, 2014 , 2013 and 2012 (dollar amounts in thousands, except for share and per share data):  
 
 
Year Ended December 31,
 
 
2014

2013

2012
Net loss from continuing operations attributable to the Company
 
$
(977,185
)
 
$
(491,466
)
 
$
(40,961
)
Net loss from discontinued operations attributable to common stockholders
 
—

 
(33
)
 
(691
)
Net loss attributable to the Company
 
(977,185
)
 
(491,499
)
 
(41,652
)
Less: dividends to preferred shares and participating securities
 
104,057

 
3,631

 
368

Net loss attributable to common stockholders
 
$
(1,081,242
)
 
$
(495,130
)
 
$
(42,020
)
 
 
 
 
 
 
 
Weighted average number of common shares outstanding - basic and diluted
 
793,150,098

 
205,341,431

 
103,306,366

 
 
 
 
 
 
 
Basic and diluted net loss per share from continuing operations attributable to common stockholders
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.40
)
Basic and diluted net loss per share from discontinued operations attributable to common stockholders
 
$
—

 
$
—

 
$
(0.01
)
Basic and diluted net loss per share attributable to common stockholders
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.41
)
As of December 31, 2014 , 23,763,797 OP Units outstanding, which are convertible to an equal number of shares of its common stock and 2,684,062 shares of unvested restricted stock outstanding were excluded from the calculation of diluted net loss per share as the effect would have been antidilutive.
Net Loss Per Unit
The following is a summary of the basic and diluted net loss per unit computation for the OP for the year ended December 31, 2014 , 2013 and 2012 (dollar amounts in thousands, except for unit and per unit data):  

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

 
 
Year Ended December 31,
 
 
2014
 
2013
 
2012
Net loss from continuing operations attributable to the Operating Partnership
 
$
(1,010,912
)
 
$
(507,781
)
 
$
(41,492
)
Net loss from discontinued operations attributable to the Operating Partnership
 
—

 
(34
)
 
(745
)
Net loss attributable to the Operating Partnership
 
(1,010,912
)
 
(507,815
)
 
(42,237
)
Less: dividends to preferred units and participating securities
 
104,057

 
3,631

 
368

Net loss attributable to common unitholders
 
$
(1,114,969
)
 
$
(511,446
)
 
$
(42,605
)
 
 
 
 
 
 
 
Weighted average number of common shares outstanding - basic and diluted
 
817,883,937

 
214,352,289

 
104,083,222

 
 
 
 
 
 Basic and diluted net loss from continuing operations per unit attributable to common unitholders
 
$
(1.36
)
 
$
(2.39
)
 
$
(0.40
)
 Basic and diluted net loss from discontinued operations per unit attributable to common unitholders
 
$
—

 
$
—

 
$
(0.01
)
 Basic and diluted net loss per unit attributable to common unitholders
 
$
(1.36
)
 
$
(2.39
)
 
$
(0.41
)
As of December 31, 2014 , 2,684,062 shares of unvested restricted units outstanding were excluded from the calculation of diluted net loss per unit as the effect would have been anti-dilutive.
Note 22 – Property Dispositions
During the year ended December 31, 2014 , the Company disposed of 45 single-tenant properties, 65 multi-tenant properties, and one billboard for an aggregate gross sales price of $2.1 billion (the “ 2014 Property Dispositions ”). There were no properties disposed of during the year ended December 31, 2013 . No disposition fees were paid to affiliates in connection with the sale of the 2014 Property Dispositions and the Company has no continuing involvement with these properties. As of December 31, 2014 , two properties were classified as held for sale. As of December 31, 2013 , the Company classified one property as held for sale, which has been presented as discontinued operations on the Company’s consolidated statements of operations.
Multi-tenant Shopping Center Portfolio Sale
On June 11, 2014, the OP, through indirect subsidiaries, entered into an agreement of purchase and sale with (the “Blackstone/DDR Joint Venture”), a joint venture between Blackstone and DDR Corp., by which the Blackstone/DDR Joint Venture agreed to purchase 67 multi-tenant properties and nine single-tenant properties and the adjacent land and related properties. The properties to be sold pursuant to such agreement were the same properties that the Company had previously intended to spin off into an externally managed, NASDAQ-traded REIT, American Realty Capital Centers, Inc. In light of the Company’s entry into such agreement, it abandoned its previously contemplated spin-off.
On October 17, 2014, the Company completed the final sale of a portfolio consisting of 64 multi-tenant properties and seven single-tenant properties (the “Multi-tenant Portfolio”) to the Blackstone/DDR Joint Venture for $1.9 billion to the Joint Venture Blackstone and DDR. Additionally, the Company entered into a letter of intent with an unrelated third party to sell five multi-tenant properties for $52.3 million bringing total expected sale proceeds to $2.0 billion . The transaction aimed to simplify the Company’s business model, allowing it to focus solely on its single-tenant, net lease investments. The disposition to Blackstone and DDR provided $1.3 billion of net proceeds, of which $1.2 billion were used to reduce the Company’s leverage by paying down the Company’s line of credit. In connection with the sale, $542.8 million of secured mortgage debt was either repaid or assumed by the Blackstone/DDR Joint Venture, providing the Company with $1.3 billion in net proceeds and resulting in a net loss on sale of $262.0 million , which includes the write-off of $195.5 million of goodwill allocated to the cost basis of the Multi-tenant Portfolio.
As the sale does not represent a change in strategic direction for the Company and will not have a significant effect on the operations or financial results of the Company, the operating results of the Multi-tenant Portfolio are not classified as discontinued operations for any periods presented. However, the Company has determined that the Multi-tenant Portfolio is an individually significant component of the Company.


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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

The following table summarizes the operating income from continued operations of the Multi-Tenant Portfolio for the year ended December 31, 2014 and 2013 (in thousands):
 
 
Year Ended December 31,
 
 
2014
 
2013
Total revenue
 
$
122,522

 
$
—

Total expenses
 
(123,776
)
 
—

Income from assets held for sale
 
$
(1,254
)
 
$
—

Note 23 – Income Taxes
As a REIT, the General Partner generally is not subject to federal income tax, with the exception of its TRS. However, the General Partner, including its TRS, and the Operating Partnership are still subject to certain state and local income taxes in the various jurisdictions in which they operate.
Based on the above, Cole Capital’s business, substantially all of which is conducted through a TRS, recognized a benefit of $40.6 million for the year ended December 31, 2014 , which is included in other income, net in the accompanying consolidated statement of operations. No provision or benefit for income taxes was recognized for the year ended December 31, 2013 as the Company did not commence operations for Cole Capital until the Cole Acquisition Date. The difference in the benefit from income taxes reflected in the consolidated statements of operations as compared to the benefit calculated at the statutory federal income tax rate is primarily attributable to various permanent differences and state and local income taxes.
The components of the benefit from income taxes for the year ended December 31, 2014 are as follows:
Current
 
 
Federal
 
$
6,305

State
 
948

Total
 
7,253

 
 
 
Deferred
 
 
Federal
 
28,968

State
 
4,356

Total
 
33,324

 
 
 
Total benefit from income taxes
$
40,577

The components of the net deferred tax assets (liabilities) as of  December 31, 2014 , which are included in the accompanying consolidated balance sheet as follows:
Intangible assets
 
$
(55,910
)
Accrued compensation
4,038

Fixed assets
 
(5,513
)
Program development costs
5,014

Equity-based compensation
 
1,965

Deferred lease liability
 
146

Accrued rent
 
174

Total net deferred tax liability
$
(50,086
)
The REI segment recognized state income and franchise tax expense during the years ended December 31, 2014 and 2013 of $7.3 million and $2.2 million , respectively.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

The Company had no unrecognized tax benefits as of or during the year ended December 31, 2014 and 2013 . Any interest and penalties related to unrecognized tax benefits would be recognized within the provision for income taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various Canadian jurisdictions, and is subject to routine examinations by the respective tax authorities. With few exceptions, the Company is no longer subject to federal or state examinations by tax authorities for years before 2010.
Note 24 – Quarterly Results (Unaudited)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2014 for ARCP (in thousands, except share and per share amounts):
 
 
Quarters Ended


March 31,
2014

June 30,
2014

September 30,
2014

December 31,
2014
Revenues

$
321,154

 
$
382,178

 
$
457,118

 
$
418,807

Net loss attributable to the Company

(291,444
)
 
(54,720
)
 
(280,398
)
 
(350,623
)
Less: dividends to preferred shares and participating securities

23,432

 
23,291

 
37,643

 
19,691

Net loss attributable to the common stockholders

$
(314,876
)

$
(78,011
)

$
(318,041
)

$
(370,314
)


 
 
 
 
 
 
 
Weighted-average shares outstanding - basic and diluted

547,470,457

 
815,406,408

 
902,096,102

 
902,528,464



 
 
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders (1)

$
(0.58
)
 
$
(0.10
)
 
$
(0.35
)
 
$
(0.41
)
_______________________________________________
(1 )
The sum of the quarterly net loss per share amounts do not agree to the full year net loss per share amounts. We calculate net loss per share based on the weighted-average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2014 for the OP (in thousands, except unit and per unit amounts):
 
 
Quarters Ended
 
 
March 31,
2014
 
June 30,
2014
 
September 30,
2014
 
December 31,
2014
Revenues
 
$
321,154

 
$
382,178

 
$
457,118

 
$
418,807

Net loss attributable to the unitholders
 
(305,648
)
 
(56,870
)
 
(288,202
)
 
(360,038
)
Less: dividends to preferred units and participating securities
 
23,432

 
23,291

 
37,643

 
19,691

Net loss attributable to the unitholders
 
$
(329,080
)
 
$
(80,161
)
 
$
(325,845
)
 
$
(379,729
)
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding - basic and diluted
 
572,457,009

 
840,184,663

 
926,801,361

 
926,999,843

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per unit attributable to common unitholders (1)
 
$
(0.57
)
 
$
(0.10
)
 
$
(0.35
)
 
$
(0.41
)
_______________________________________________
(1 )
The sum of the quarterly net loss per unit amounts do not agree to the full year net loss per unit amounts. We calculate net loss per unit based on the weighted-average number of outstanding unit during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2013 for ARCP (in thousands, except share and per share amounts):
 
 
Quarters Ended


March 31,
2013

June 30,
2013

September 30,
2013

December 31,
2013
Revenues
 
$
42,897

 
$
54,945

 
$
95,255

 
$
136,226

Net loss attributable to the Company
 
(143,880
)
 
(69,603
)
 
(80,201
)
 
(197,815
)
Less: dividends to preferred shares and participating securities
 
193

 
233

 
199

 
3,006

Net loss attributable to the common stockholders
 
$
(144,073
)

$
(69,836
)

$
(80,400
)

$
(200,821
)
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding - basic and diluted
 
167,847,516

 
198,956,355

 
221,707,934

 
231,969,433

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders (1)
 
$
(0.86
)
 
$
(0.35
)
 
$
(0.36
)
 
$
(0.87
)
_______________________________________________
(1 )
The sum of the quarterly net loss per share amounts do not agree to the full year net loss per share amounts. We calculate net loss per share based on the weighted-average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2013 for the OP (in thousands, except unit and per unit amounts):
 
 
Quarters Ended
 
 
March 31,
2013
 
June 30,
2013
 
September 30,
2013
 
December 31,
2013
Revenues
 
$
42,235

 
$
54,945

 
$
95,255

 
$
136,226

Net loss from continuing operations attributable to unitholders
 
(145,937
)
 
(72,311
)
 
(83,450
)
 
(206,083
)
Net (loss) income from discontinued operations attributable to unitholders
 
(2
)
 
36

 
96

 
(150
)
Net loss attributable to the unitholders
 
(145,939
)
 
(72,275
)
 
(83,354
)
 
(206,233
)
Less: dividends to preferred shares and participating securities
 
193

 
233

 
199

 
3,006

Net loss attributable to the unitholders
 
$
(146,132
)
 
$
(72,508
)
 
$
(83,553
)
 
$
(209,239
)
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding - basic and diluted
 
172,351,898

 
209,408,106

 
231,682,236

 
242,467,964

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per unit attributable to common unitholders (1)
 
$
(0.85
)
 
$
(0.35
)
 
$
(0.36
)
 
$
(0.86
)
_______________________________________________
(1 )
The sum of the quarterly net loss per unit amounts do not agree to the full year net loss per unit amounts. We calculate net loss per unit based on the weighted-average number of outstanding unit during the reporting period. The average number of units fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
Note 25 – Subsequent Events
The following events occurred subsequent to December 31, 2014 :
Completion of Acquisition of Assets
The following table presents certain information about the properties that the Company acquired from December 31, 2014 to March 27, 2015 (dollar amounts and square footage in thousands):

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AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 – (Continued)

 
 
No. of Buildings
 
Square Feet
 
Base Purchase Price (1)
Total Portfolio – December 31, 2014
 
4,648

 
103,149

 
$
17,849,621

Acquisitions, net of disposals
 
5

 
(1,137
)
 
(286,112
)
Total portfolio – March 27, 2015
 
4,653

 
102,012

 
$
17,563,509

____________________________________
(1)
Contract purchase price, excluding acquisition and transaction related costs.
Agreement in Principle with Senior Noteholder Group; Receipt of Notice of Default from Trustee for Convertible Notes
On January 22, 2015, the Company announced that it had entered into an agreement in principle with an ad hoc group of holders (the “Senior Noteholder Group”), which the Company had been advised then represented a majority of the aggregate principal amounts outstanding of each of the 2.00% senior notes due 2017, the 3.00% senior notes due 2019 and the 4.60% senior notes due 2024, which, in each case, were issued by the OP, of which the Company is the sole general partner, and guaranteed by the Company under an Indenture, dated February 6, 2014 (the “Indenture”), by and among the OP, U.S. Bank National Association, as trustee, and the guarantors named therein. Pursuant to such agreement, the Senior Noteholder Group agreed not to issue a notice of default, prior to March 3, 2015, for the Company’s failure to timely deliver a 10-Q for the third quarter of 2014 (the “Third Quarter 10-Q”) containing financial information required to be included therein in respect of the OP, which is required to be delivered pursuant to the terms of the Indenture. In exchange, the Company agreed to sign a confidentiality agreement with the Senior Noteholder Group’s counsel and pay reasonable and documented fees and out-of-pocket expenses of such counsel up to $300,000 . Furthermore, the parties agreed that in the event a notice of default related to our failure to timely deliver such third quarter 2014 financial statements is issued by the senior noteholders on or after March 3, 2015, the 60 day cure period set forth in the Indenture would be reduced by one day for each day after January 19, 2015 that such notice of default is given. Such agreement was subsequently definitively documented and a supplement to the Indenture was entered into on February 9, 2015. The agreement was reached after the ad hoc group organized recently and directed counsel to the Senior Noteholder Group to engage in discussions with the Company regarding the terms of a possible resolution in response to our failure to timely deliver such third quarter 2014 financial information regarding the OP. The Company and the OP filed the Third Quarter 10-Q containing the required financial information with the SEC on March 2, 2015.
The Company announced on January 22, 2015 that it received at its Phoenix, Arizona corporate office notice (the “Notice”) from the trustee under the indentures (the “Convertible Indentures”) governing each of the 2018 Notes and the 2020 Notes (collectively, the “Convertible Notes”) of the Company’s failure to timely deliver our Third Quarter 10-Q, which was required to be delivered pursuant to the terms of the Convertible Indentures. Subsequent to the Company’s announcement, the Company learned that it also received the Notice on January 16, 2015, at an address in New York City that was formerly the Company’s principal place of business. Pursuant to the terms of the Convertible Indentures, the Company had 60 days following its receipt of a notice of default to deliver the required financial statements, after which such failure would become an event of default under each of the Convertible Indentures.
Management and Board of Directors Changes
On March 10, 2015, the Company’s board of directors appointed Glenn J. Rufrano to serve as the Company’s new Chief Executive Officer and a director, effective April 1, 2015. Additionally, effective April 1, 2015, with the departure of two directors and subject to the board of directors’ recruitment process, the board of directors will consist of Mr. Rufrano, William G. Stanley, Thomas A. Andruskevich and Bruce D. Frank. The board of directors is in the process of recruiting a non-executive Chairman of the Board and two other new independent directors. Mr. Stanley will continue to serve as Interim Chairman of the Board until the appointment of the new non-executive Chairman of the Board.


F-88
Table of Contents

Real Estate and Accumulated Depreciation
Schedule III
December 31, 2014
(in thousands)
 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
24 Hour Fitness
 
Woodlands
 
TX
 
$
—

 
$
2,690

 
$
7,463

 
$
—

 
$
10,153

 
$
754

 
9/24/2013
 
2002
7-Eleven
 
Sarasota
 
FL
 
—

 
1,312

 
1,312

 
—

 
2,624

 
157

 
11/19/2012
 
2000
7-Eleven
 
Gloucester
 
VA
 
—

 
144

 
578

 
—

 
722

 
66

 
12/24/2012
 
1985
7-Eleven
 
Hampton
 
VA
 
—

 
69

 
624

 
—

 
693

 
72

 
12/24/2012
 
1986
7-Eleven
 
Hampton
 
VA
 
—

 
161

 
644

 
—

 
805

 
74

 
12/24/2012
 
1959
AAA
 
Oklahoma City
 
OK
 
—

 
3,638

 
32,567

 
—

 
36,205

 
1,443

 
2/7/2014
 
2009
Aaron Rents
 
Oneonta
 
AL
 
613

 
205

 
1,080

 
—

 
1,285

 
53

 
2/7/2014
 
2008
Aaron Rents
 
Oxford
 
AL
 
—

 
278

 
748

 
—

 
1,026

 
34

 
2/7/2014
 
1989
Aaron Rents
 
Valley
 
AL
 
409

 
141

 
827

 
—

 
968

 
38

 
2/7/2014
 
2009
Aaron Rents
 
El Dorado
 
AR
 
—

 
238

 
743

 
—

 
981

 
38

 
2/7/2014
 
2000
Aaron Rents
 
Springdale
 
AR
 
624

 
513

 
916

 
—

 
1,429

 
46

 
2/7/2014
 
2009
Aaron Rents
 
Auburndale
 
FL
 
2,646

 
1,351

 
5,127

 
—

 
6,478

 
246

 
2/7/2014
 
2009
Aaron Rents
 
Pensacola
 
FL
 
—

 
159

 
924

 
—

 
1,083

 
43

 
2/7/2014
 
1979
Aaron Rents
 
Statesboro
 
GA
 
—

 
351

 
1,163

 
—

 
1,514

 
55

 
2/7/2014
 
2008
Aaron Rents
 
Indianapolis
 
IN
 
—

 
235

 
1,071

 
—

 
1,306

 
49

 
2/7/2014
 
1998
Aaron Rents
 
Lafayette
 
IN
 
549

 
404

 
652

 
—

 
1,056

 
37

 
2/7/2014
 
1989
Aaron Rents
 
Mansura
 
LA
 
—

 
81

 
497

 
—

 
578

 
26

 
2/7/2014
 
2000
Aaron Rents
 
Minden
 
LA
 
—

 
323

 
1,043

 
—

 
1,366

 
58

 
2/7/2014
 
2008
Aaron Rents
 
Battle Creek
 
MI
 
—

 
286

 
843

 
—

 
1,129

 
40

 
2/7/2014
 
1995
Aaron Rents
 
Benton Harbor
 
MI
 
—

 
217

 
924

 
—

 
1,141

 
44

 
2/7/2014
 
1997
Aaron Rents
 
Redford
 
MI
 
434

 
125

 
698

 
—

 
823

 
38

 
2/7/2014
 
1972
Aaron Rents
 
Kennett
 
MO
 
319

 
203

 
473

 
—

 
676

 
25

 
2/7/2014
 
1999
Aaron Rents
 
Greenwood
 
MS
 
—

 
156

 
967

 
—

 
1,123

 
48

 
2/19/2014
 
2006
Aaron Rents
 
Magnolia
 
MS
 
1,472

 
287

 
2,791

 
—

 
3,078

 
123

 
2/7/2014
 
2000
Aaron Rents
 
Charlotte
 
NC
 
579

 
308

 
1,201

 
—

 
1,509

 
54

 
2/7/2014
 
1994
Aaron Rents
 
Bowling Green
 
OH
 
564

 
326

 
928

 
—

 
1,254

 
47

 
2/7/2014
 
2009
Aaron Rents
 
Kent
 
OH
 
614

 
245

 
1,080

 
—

 
1,325

 
56

 
2/7/2014
 
1999
Aaron Rents
 
North Olmsted
 
OH
 
449

 
218

 
753

 
—

 
971

 
40

 
2/7/2014
 
1960

F-89
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Aaron Rents
 
Shawnee
 
OK
 
—

 
303

 
1,135

 
—

 
1,438

 
56

 
2/7/2014
 
2008
Aaron Rents
 
Bloomsburg
 
PA
 
400

 
224

 
856

 
—

 
1,080

 
39

 
2/7/2014
 
1996
Aaron Rents
 
Meadville
 
PA
 
—

 
237

 
1,224

 
—

 
1,461

 
58

 
2/7/2014
 
1994
Aaron Rents
 
Columbia
 
SC
 
—

 
575

 
1,010

 
—

 
1,585

 
47

 
2/7/2014
 
1977
Aaron Rents
 
Marion
 
SC
 
319

 
100

 
685

 
—

 
785

 
32

 
2/7/2014
 
2008
Aaron Rents
 
Chattanooga
 
TN
 
—

 
480

 
1,075

 
—

 
1,555

 
45

 
2/7/2014
 
1989
Aaron Rents
 
Copperas Cove
 
TX
 
—

 
423

 
1,341

 
—

 
1,764

 
62

 
2/7/2014
 
2007
Aaron Rents
 
Haltom City
 
TX
 
—

 
858

 
1,024

 
—

 
1,882

 
52

 
2/7/2014
 
2008
Aaron Rents
 
Humble
 
TX
 
—

 
548

 
1,146

 
—

 
1,694

 
54

 
2/7/2014
 
2008
Aaron Rents
 
Killeen
 
TX
 
—

 
815

 
3,244

 
—

 
4,059

 
151

 
2/7/2014
 
1981
Aaron Rents
 
Kingsville
 
TX
 
599

 
345

 
1,040

 
—

 
1,385

 
48

 
2/7/2014
 
2009
Aaron Rents
 
Livingston
 
TX
 
—

 
173

 
1,498

 
—

 
1,671

 
70

 
2/7/2014
 
2008
Aaron Rents
 
Mexia
 
TX
 
—

 
126

 
1,186

 
—

 
1,312

 
56

 
2/7/2014
 
2007
Aaron Rents
 
Mission
 
TX
 
549

 
324

 
954

 
—

 
1,278

 
44

 
2/7/2014
 
2009
Aaron Rents
 
Odessa
 
TX
 
—

 
99

 
768

 
—

 
867

 
37

 
2/7/2014
 
2006
Aaron Rents
 
Pasadena
 
TX
 
—

 
444

 
1,231

 
—

 
1,675

 
58

 
2/7/2014
 
2009
Aaron Rents
 
Port Lavaca
 
TX
 
—

 
160

 
1,274

 
—

 
1,434

 
60

 
2/7/2014
 
2007
Aaron Rents
 
Texas City
 
TX
 
—

 
275

 
2,156

 
—

 
2,431

 
100

 
2/7/2014
 
2008
Aaron Rents
 
Richmond
 
VA
 
—

 
508

 
1,435

 
—

 
1,943

 
76

 
2/7/2014
 
1988
Abbott Laboratories
 
Waukegan
 
IL
 
—

 
4,734

 
21,319

 
—

 
26,053

 
1,304

 
11/5/2013
 
1980
Abbott Laboratories
 
Columbus
 
OH
 
—

 
800

 
11,385

 
—

 
12,185

 
821

 
11/5/2013
 
1980
Abuelo's
 
Rogers
 
AR
 
—

 
825

 
2,296

 
—

 
3,121

 
203

 
6/27/2013
 
2003
Academy Sports
 
Mobile
 
AL
 
—

 
1,311

 
7,431

 
—

 
8,742

 
402

 
11/1/2013
 
2012
Academy Sports
 
Montgomery
 
AL
 
—

 
1,869

 
6,385

 
—

 
8,254

 
324

 
2/7/2014
 
2009
Academy Sports
 
Fayetteville
 
AR
 
7,290

 
1,900

 
7,601

 
—

 
9,501

 
1,090

 
12/28/2012
 
2012
Academy Sports
 
Dalton
 
GA
 
4,965

 
998

 
5,656

 
—

 
6,654

 
745

 
2/20/2013
 
2012
Academy Sports
 
Bossier City
 
LA
 
—

 
2,906

 
6,555

 
—

 
9,461

 
305

 
2/7/2014
 
2008
Academy Sports
 
Smyrna
 
TN
 
—

 
2,109

 
8,434

 
—

 
10,543

 
456

 
11/1/2013
 
2012

F-90
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Academy Sports
 
Austin
 
TX
 
5,044

 
4,216

 
8,755

 
—

 
12,971

 
347

 
2/7/2014
 
1988
Academy Sports
 
Fort Worth
 
TX
 
—

 
2,072

 
8,329

 
—

 
10,401

 
334

 
2/7/2014
 
2009
Academy Sports
 
Killeen
 
TX
 
3,320

 
2,779

 
5,321

 
—

 
8,100

 
227

 
2/7/2014
 
2009
Academy Sports
 
Laredo
 
TX
 
—

 
2,782

 
8,111

 
—

 
10,893

 
338

 
2/7/2014
 
2008
Advance Auto Parts
 
Birmingham
 
AL
 
—

 
455

 
373

 
—

 
828

 
39

 
2/28/2013
 
1997
Advance Auto Parts
 
Birmingham
 
AL
 
—

 
330

 
494

 
—

 
824

 
52

 
2/28/2013
 
1999
Advance Auto Parts
 
Calera
 
AL
 
—

 
723

 
723

 
—

 
1,446

 
83

 
12/27/2012
 
2008
Advance Auto Parts
 
Dothan
 
AL
 
—

 
326

 
326

 
—

 
652

 
37

 
12/31/2012
 
1997
Advance Auto Parts
 
Enterprise
 
AL
 
—

 
280

 
420

 
—

 
700

 
48

 
12/31/2012
 
1995
Advance Auto Parts
 
Opelika
 
AL
 
—

 
289

 
1,156

 
—

 
1,445

 
111

 
4/24/2013
 
2013
Advance Auto Parts
 
Brooklyn
 
CT
 
—

 
324

 
1,429

 
—

 
1,753

 
9

 
11/7/2014
 
2006
Advance Auto Parts
 
Bonita Springs
 
FL
 
1,561

 
1,219

 
1,552

 
—

 
2,771

 
78

 
2/7/2014
 
2007
Advance Auto Parts
 
Lehigh Acres
 
FL
 
1,425

 
379

 
2,016

 
—

 
2,395

 
92

 
2/7/2014
 
2008
Advance Auto Parts
 
Albany
 
GA
 
—

 
210

 
629

 
—

 
839

 
72

 
12/31/2012
 
1995
Advance Auto Parts
 
Cairo
 
GA
 
—

 
140

 
326

 
—

 
466

 
37

 
12/31/2012
 
1993
Advance Auto Parts
 
Hazlehurst
 
GA
 
—

 
113

 
451

 
—

 
564

 
52

 
12/31/2012
 
1998
Advance Auto Parts
 
Hinesville
 
GA
 
—

 
352

 
430

 
—

 
782

 
49

 
12/31/2012
 
1994
Advance Auto Parts
 
Perry
 
GA
 
—

 
209

 
487

 
—

 
696

 
56

 
12/31/2012
 
1994
Advance Auto Parts
 
Thomasville
 
GA
 
—

 
251

 
377

 
—

 
628

 
43

 
12/31/2012
 
1997
Advance Auto Parts
 
Auburn
 
IN
 
802

 
337

 
1,347

 
—

 
1,684

 
211

 
3/29/2012
 
2007
Advance Auto Parts
 
Bedford
 
IN
 
760

 
100

 
1,386

 
—

 
1,486

 
62

 
2/7/2014
 
2007
Advance Auto Parts
 
Clinton
 
IN
 
—

 
182

 
729

 
—

 
911

 
63

 
6/5/2013
 
2004
Advance Auto Parts
 
Fort Wayne
 
IN
 
—

 
193

 
450

 
—

 
643

 
47

 
2/28/2013
 
1998
Advance Auto Parts
 
Fort Wayne
 
IN
 
—

 
200

 
371

 
—

 
571

 
39

 
2/28/2013
 
1998
Advance Auto Parts
 
Franklin
 
IN
 
738

 
511

 
1,256

 
—

 
1,767

 
55

 
2/7/2014
 
2010
Advance Auto Parts
 
Mishawaka
 
IN
 
—

 
429

 
1,373

 
—

 
1,802

 
61

 
2/7/2014
 
2007
Advance Auto Parts
 
Richmond
 
IN
 
—

 
377

 
1,616

 
—

 
1,993

 
71

 
2/7/2014
 
2007
Advance Auto Parts
 
Salina
 
KS
 
—

 
195

 
782

 
—

 
977

 
75

 
4/30/2013
 
2006

F-91
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Advance Auto Parts
 
Barbourville
 
KY
 
—

 
194

 
1,098

 
—

 
1,292

 
105

 
4/15/2013
 
2006
Advance Auto Parts
 
Bardstown
 
KY
 
—

 
272

 
1,090

 
—

 
1,362

 
125

 
12/10/2012
 
2005
Advance Auto Parts
 
Brandenburg
 
KY
 
—

 
186

 
742

 
—

 
928

 
85

 
12/10/2012
 
2005
Advance Auto Parts
 
Crestwood
 
KY
 
1,030

 
400

 
1,546

 
—

 
1,946

 
67

 
2/7/2014
 
2009
Advance Auto Parts
 
Florence
 
KY
 
—

 
550

 
1,280

 
—

 
1,830

 
59

 
2/7/2014
 
2008
Advance Auto Parts
 
Frankfort
 
KY
 
—

 
833

 
1,034

 
—

 
1,867

 
46

 
2/7/2014
 
2007
Advance Auto Parts
 
Georgetown
 
KY
 
—

 
510

 
1,323

 
—

 
1,833

 
56

 
2/7/2014
 
2007
Advance Auto Parts
 
Hardinsburg
 
KY
 
—

 
94

 
845

 
—

 
939

 
97

 
12/10/2012
 
2007
Advance Auto Parts
 
Inez
 
KY
 
—

 
130

 
1,174

 
—

 
1,304

 
157

 
8/22/2012
 
2010
Advance Auto Parts
 
Leitchfield
 
KY
 
—

 
104

 
939

 
—

 
1,043

 
108

 
12/10/2012
 
2005
Advance Auto Parts
 
Louisville
 
KY
 
740

 
336

 
1,289

 
—

 
1,625

 
56

 
2/7/2014
 
2009
Advance Auto Parts
 
West Liberty
 
KY
 
—

 
249

 
996

 
—

 
1,245

 
96

 
4/15/2013
 
2006
Advance Auto Parts
 
Rayne
 
LA
 
—

 
122

 
490

 
—

 
612

 
45

 
5/21/2013
 
2000
Advance Auto Parts
 
Brownstown
 
MI
 
—

 
482

 
1,760

 
—

 
2,242

 
77

 
2/7/2014
 
2008
Advance Auto Parts
 
Caro
 
MI
 
—

 
117

 
665

 
—

 
782

 
117

 
11/23/2011
 
2002
Advance Auto Parts
 
Charlotte
 
MI
 
—

 
123

 
697

 
—

 
820

 
122

 
11/23/2011
 
2002
Advance Auto Parts
 
Flint
 
MI
 
—

 
133

 
534

 
—

 
667

 
94

 
11/23/2011
 
2002
Advance Auto Parts
 
Grand Rapids
 
MI
 
657

 
368

 
1,296

 
—

 
1,664

 
55

 
2/7/2014
 
2008
Advance Auto Parts
 
Howell
 
MI
 
830

 
439

 
1,471

 
—

 
1,910

 
64

 
2/7/2014
 
2008
Advance Auto Parts
 
Livonia
 
MI
 
—

 
210

 
643

 
—

 
853

 
109

 
12/12/2011
 
2003
Advance Auto Parts
 
Manistee
 
MI
 
—

 
348

 
1,043

 
—

 
1,391

 
100

 
4/15/2013
 
2007
Advance Auto Parts
 
Monroe
 
MI
 
—

 
548

 
1,434

 
—

 
1,982

 
63

 
2/7/2014
 
2007
Advance Auto Parts
 
Romulus
 
MI
 
—

 
422

 
1,568

 
—

 
1,990

 
71

 
2/7/2014
 
2007
Advance Auto Parts
 
Sault Ste. Marie
 
MI
 
—

 
75

 
671

 
—

 
746

 
118

 
11/23/2011
 
2003
Advance Auto Parts
 
South Lyon
 
MI
 
—

 
402

 
1,607

 
—

 
2,009

 
70

 
2/7/2014
 
2008
Advance Auto Parts
 
Tecumseh
 
MI
 
—

 
281

 
1,214

 
—

 
1,495

 
39

 
5/27/2014
 
2009
Advance Auto Parts
 
Washington Twnshp
 
MI
 
—

 
645

 
1,711

 
—

 
2,356

 
76

 
2/7/2014
 
2008
Advance Auto Parts
 
Ypsilanti
 
MI
 
—

 
85

 
483

 
—

 
568

 
85

 
11/23/2011
 
2002

F-92
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Advance Auto Parts
 
Tupelo
 
MS
 
—

 
258

 
427

 
—

 
685

 
25

 
2/20/2014
 
1998
Advance Auto Parts
 
Candler
 
NC
 
—

 
399

 
1,202

 
—

 
1,601

 
54

 
2/7/2014
 
2012
Advance Auto Parts
 
Charlotte
 
NC
 
—

 
723

 
883

 
—

 
1,606

 
41

 
2/7/2014
 
2001
Advance Auto Parts
 
Eden
 
NC
 
—

 
320

 
746

 
—

 
1,066

 
61

 
7/16/2013
 
2004
Advance Auto Parts
 
Granite Falls
 
NC
 
—

 
251

 
1,005

 
—

 
1,256

 
134

 
8/9/2012
 
2010
Advance Auto Parts
 
Rocky Mount
 
NC
 
—

 
348

 
836

 
—

 
1,184

 
44

 
2/21/2014
 
2005
Advance Auto Parts
 
Lakewood
 
NJ
 
—

 
750

 
1,750

 
—

 
2,500

 
233

 
8/22/2012
 
2010
Advance Auto Parts
 
Woodbury
 
NJ
 
—

 
446

 
1,784

 
—

 
2,230

 
255

 
6/20/2012
 
2007
Advance Auto Parts
 
Bethel
 
OH
 
730

 
234

 
1,305

 
—

 
1,539

 
58

 
2/7/2014
 
2008
Advance Auto Parts
 
Canton
 
OH
 
660

 
443

 
1,206

 
—

 
1,649

 
57

 
2/7/2014
 
2008
Advance Auto Parts
 
Dayton
 
OH
 
—

 
470

 
1,349

 
—

 
1,819

 
62

 
2/7/2014
 
2007
Advance Auto Parts
 
Delaware
 
OH
 
730

 
502

 
1,274

 
—

 
1,776

 
58

 
2/7/2014
 
2008
Advance Auto Parts
 
Eaton
 
OH
 
—

 
157

 
471

 
—

 
628

 
41

 
6/13/2013
 
1987
Advance Auto Parts
 
Franklin
 
OH
 
—

 
218

 
873

 
—

 
1,091

 
116

 
8/9/2012
 
1984
Advance Auto Parts
 
Holland
 
OH
 
668

 
131

 
1,453

 
—

 
1,584

 
64

 
2/7/2014
 
2008
Advance Auto Parts
 
Massillon
 
OH
 
—

 
218

 
1,987

 
—

 
2,205

 
89

 
2/7/2014
 
2007
Advance Auto Parts
 
Salem
 
OH
 
660

 
267

 
1,147

 
—

 
1,414

 
51

 
2/7/2014
 
2009
Advance Auto Parts
 
Springfield
 
OH
 
—

 
461

 
1,075

 
—

 
1,536

 
123

 
12/31/2012
 
2005
Advance Auto Parts
 
Toledo
 
OH
 
639

 
116

 
1,375

 
—

 
1,491

 
60

 
2/7/2014
 
2009
Advance Auto Parts
 
Twinsburg
 
OH
 
639

 
486

 
1,004

 
—

 
1,490

 
46

 
2/7/2014
 
2009
Advance Auto Parts
 
Van Wert
 
OH
 
—

 
33

 
630

 
—

 
663

 
55

 
6/13/2013
 
1995
Advance Auto Parts
 
Vermilion
 
OH
 
—

 
337

 
1,079

 
—

 
1,416

 
51

 
2/7/2014
 
2006
Advance Auto Parts
 
Warren
 
OH
 
405

 
83

 
745

 
—

 
828

 
113

 
4/12/2012
 
2003
Advance Auto Parts
 
Oklahoma City
 
OK
 
—

 
208

 
1,178

 
—

 
1,386

 
157

 
8/9/2012
 
2007
Advance Auto Parts
 
Sapulpa
 
OK
 
704

 
362

 
1,300

 
—

 
1,662

 
55

 
2/7/2014
 
2007
Advance Auto Parts
 
Chambersburg
 
PA
 
—

 
553

 
830

 
—

 
1,383

 
87

 
2/28/2013
 
1997
Advance Auto Parts
 
Selinsgrove
 
PA
 
—

 
99

 
891

 
—

 
990

 
77

 
6/3/2013
 
2003
Advance Auto Parts
 
Titusville
 
PA
 
—

 
207

 
1,172

 
—

 
1,379

 
134

 
12/12/2012
 
2010

F-93
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Advance Auto Parts
 
Chapin
 
SC
 
—

 
395

 
922

 
—

 
1,317

 
132

 
6/20/2012
 
2007
Advance Auto Parts
 
Chesterfield
 
SC
 
—

 
131

 
745

 
—

 
876

 
106

 
6/27/2012
 
2008
Advance Auto Parts
 
Greenwood
 
SC
 
411

 
210

 
630

 
—

 
840

 
99

 
3/9/2012
 
1995
Advance Auto Parts
 
Rock Hill
 
SC
 
—

 
506

 
915

 
—

 
1,421

 
41

 
2/7/2014
 
1995
Advance Auto Parts
 
Sweetwater
 
TN
 
—

 
360

 
839

 
—

 
1,199

 
100

 
11/29/2012
 
2006
Advance Auto Parts
 
Alton
 
TX
 
—

 
169

 
958

 
—

 
1,127

 
119

 
10/18/2012
 
2006
Advance Auto Parts
 
Deer Park
 
TX
 
—

 
295

 
1,507

 
—

 
1,802

 
65

 
2/7/2014
 
2008
Advance Auto Parts
 
Houston
 
TX
 
800

 
343

 
1,029

 
—

 
1,372

 
190

 
9/30/2011
 
2006
Advance Auto Parts
 
Houston
 
TX
 
800

 
248

 
991

 
—

 
1,239

 
183

 
9/30/2011
 
2006
Advance Auto Parts
 
Houston
 
TX
 
—

 
837

 
685

 
—

 
1,522

 
91

 
8/21/2012
 
2007
Advance Auto Parts
 
Houston
 
TX
 
—

 
285

 
1,405

 
—

 
1,690

 
61

 
2/7/2014
 
2006
Advance Auto Parts
 
Houston
 
TX
 
—

 
225

 
1,293

 
—

 
1,518

 
56

 
2/7/2014
 
2008
Advance Auto Parts
 
Houston
 
TX
 
—

 
189

 
1,666

 
—

 
1,855

 
71

 
2/7/2014
 
2008
Advance Auto Parts
 
Humble
 
TX
 
—

 
420

 
1,404

 
—

 
1,824

 
61

 
2/7/2014
 
2007
Advance Auto Parts
 
Huntsville
 
TX
 
—

 
327

 
1,278

 
—

 
1,605

 
55

 
2/7/2014
 
2008
Advance Auto Parts
 
Kingwood
 
TX
 
—

 
419

 
1,392

 
—

 
1,811

 
60

 
2/7/2014
 
2009
Advance Auto Parts
 
Lubbock
 
TX
 
—

 
265

 
1,259

 
—

 
1,524

 
55

 
2/7/2014
 
2008
Advance Auto Parts
 
Pasadena
 
TX
 
—

 
382

 
1,146

 
—

 
1,528

 
158

 
7/6/2012
 
2008
Advance Auto Parts
 
Spring
 
TX
 
—

 
388

 
1,616

 
—

 
2,004

 
66

 
2/7/2014
 
2007
Advance Auto Parts
 
Webster
 
TX
 
—

 
385

 
1,452

 
—

 
1,837

 
63

 
2/7/2014
 
2008
Advance Auto Parts
 
Appleton
 
WI
 
—

 
498

 
1,228

 
—

 
1,726

 
56

 
2/7/2014
 
2007
Advance Auto Parts
 
Fort Atkinson
 
WI
 
—

 
353

 
824

 
—

 
1,177

 
64

 
8/26/2013
 
2004
Advance Auto Parts
 
Janesville
 
WI
 
939

 
299

 
1,695

 
—

 
1,994

 
75

 
2/7/2014
 
2007
Advance Auto Parts
 
Kenosha
 
WI
 
—

 
569

 
465

 
—

 
1,034

 
47

 
3/13/2013
 
2004
Advance Auto Parts
 
Milwaukee
 
WI
 
—

 
610

 
1,473

 
—

 
2,083

 
65

 
2/7/2014
 
2008
Advance Auto Parts
 
St. Mary's
 
WV
 
—

 
309

 
928

 
—

 
1,237

 
106

 
12/28/2012
 
2007

F-94
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Aetna Life Insurance
 
Fresno
 
CA
 
16,043

 
3,405

 
22,343

 
—

 
25,748

 
1,400

 
11/5/2013
 
1969
AGCO
 
Duluth
 
GA
 
8,600

 
3,503

 
14,842

 
—

 
18,345

 
559

 
2/7/2014
 
1999
Albertson's
 
Lake Havasu City
 
AZ
 
3,552

 
1,275

 
5,396

 
—

 
6,671

 
278

 
2/7/2014
 
2003
Albertson's
 
Mesa
 
AZ
 
3,034

 
1,944

 
4,145

 
—

 
6,089

 
206

 
2/7/2014
 
1997
Albertson's
 
Phoenix
 
AZ
 
3,500

 
2,456

 
4,628

 
—

 
7,084

 
228

 
2/7/2014
 
1998
Albertson's
 
Scottsdale
 
AZ
 
5,672

 
2,872

 
7,943

 
—

 
10,815

 
394

 
2/7/2014
 
1991
Albertson's
 
Tucson
 
AZ
 
5,430

 
2,710

 
7,704

 
—

 
10,414

 
384

 
2/7/2014
 
2000
Albertson's
 
Tucson
 
AZ
 
2,721

 
1,642

 
3,587

 
—

 
5,229

 
184

 
2/7/2014
 
1994
Albertson's
 
Yuma
 
AZ
 
4,395

 
1,574

 
6,452

 
—

 
8,026

 
323

 
2/7/2014
 
2003
Albertson's
 
Denver
 
CO
 
3,840

 
2,058

 
5,286

 
—

 
7,344

 
257

 
2/7/2014
 
2002
Albertson's
 
Durango
 
CO
 
3,770

 
3,520

 
3,404

 
—

 
6,924

 
178

 
2/7/2014
 
1993
Albertson's
 
Fort Collins
 
CO
 
4,328

 
1,288

 
6,612

 
—

 
7,900

 
326

 
2/7/2014
 
1996
Albertson's
 
Alexandria
 
LA
 
4,110

 
1,423

 
6,024

 
—

 
7,447

 
310

 
2/7/2014
 
1990
Albertson's
 
Baton Rouge
 
LA
 
4,731

 
1,711

 
7,061

 
—

 
8,772

 
359

 
2/7/2014
 
1991
Albertson's
 
Baton Rouge
 
LA
 
3,931

 
1,681

 
5,673

 
—

 
7,354

 
290

 
2/7/2014
 
1992
Albertson's
 
Baton Rouge
 
LA
 
5,425

 
1,932

 
7,836

 
—

 
9,768

 
404

 
2/7/2014
 
1985
Albertson's
 
Bossier City
 
LA
 
3,599

 
1,949

 
5,125

 
—

 
7,074

 
255

 
2/7/2014
 
1988
Albertson's
 
Lafayette
 
LA
 
5,380

 
1,556

 
7,926

 
—

 
9,482

 
413

 
2/7/2014
 
2000
Albertson's
 
Albuquerque
 
NM
 
4,500

 
2,834

 
3,682

 
—

 
6,516

 
251

 
2/7/2014
 
1997
Albertson's
 
Albuquerque
 
NM
 
4,410

 
2,950

 
3,388

 
—

 
6,338

 
236

 
2/7/2014
 
1978
Albertson's
 
Clovis
 
NM
 
3,927

 
769

 
4,865

 
—

 
5,634

 
283

 
2/7/2014
 
1984
Albertson's
 
Farmington
 
NM
 
2,566

 
1,442

 
2,505

 
—

 
3,947

 
160

 
2/7/2014
 
2002
Albertson's
 
Las Cruces
 
NM
 
—

 
1,588

 
5,719

 
—

 
7,307

 
358

 
2/7/2014
 
1997
Albertson's
 
Los Lunas
 
NM
 
4,083

 
1,105

 
4,770

 
—

 
5,875

 
287

 
2/7/2014
 
1991
Albertson's
 
Silver City
 
NM
 
3,560

 
591

 
3,824

 
—

 
4,415

 
248

 
2/7/2014
 
1982
Albertson's
 
Abilene
 
TX
 
3,981

 
1,187

 
6,373

 
—

 
7,560

 
314

 
2/7/2014
 
1984
Albertson's
 
Arlington
 
TX
 
4,206

 
1,714

 
6,560

 
—

 
8,274

 
323

 
2/7/2014
 
2002
Albertson's
 
EL Paso
 
TX
 
4,438

 
1,375

 
6,447

 
—

 
7,822

 
329

 
2/7/2014
 
1978

F-95
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Albertson's
 
Fort Worth
 
TX
 
3,553

 
2,146

 
4,678

 
—

 
6,824

 
243

 
2/7/2014
 
2000
Albertson's
 
Fort Worth
 
TX
 
4,740

 
1,833

 
7,311

 
—

 
9,144

 
355

 
2/7/2014
 
2004
Albertson's
 
Fort Worth
 
TX
 
3,149

 
1,833

 
4,528

 
—

 
6,361

 
227

 
2/7/2014
 
2002
Albertson's
 
Fort Worth
 
TX
 
3,840

 
1,174

 
6,255

 
—

 
7,429

 
298

 
2/7/2014
 
1988
Albertson's
 
Midland
 
TX
 
5,640

 
1,002

 
9,885

 
—

 
10,887

 
479

 
2/7/2014
 
1984
Albertson's
 
Odessa
 
TX
 
5,080

 
947

 
8,867

 
—

 
9,814

 
424

 
2/7/2014
 
1985
Albertson's
 
Weatherford
 
TX
 
3,934

 
1,820

 
5,771

 
—

 
7,591

 
289

 
2/7/2014
 
2001
Ale House
 
Orlando
 
FL
 
—

 
270

 
3,668

 
—

 
3,938

 
307

 
6/27/2013
 
1995
Ale House
 
Orlando
 
FL
 
—

 
290

 
3,647

 
—

 
3,937

 
305

 
6/27/2013
 
1995
Ale House
 
St. Petersburg
 
FL
 
—

 
930

 
3,116

 
—

 
4,046

 
261

 
6/27/2013
 
1995
Aliberto's Mexican Food
 
Holbrook
 
AZ
 
—

 
32

 
96

 
—

 
128

 
8

 
6/27/2013
 
1981
Allied Oil & Gas
 
Pleasanton
 
TX
 
—

 
328

 
4,804

 
—

 
5,132

 
67

 
9/25/2014
 
2014
Allied Power Group
 
Houston
 
TX
 
—

 
1,659

 
13,161

 
—

 
14,820

 
493

 
6/12/2014
 
2009
Allstate Insurance
 
Charlotte
 
NC
 
18,518

 
5,106

 
13,270

 
—

 
18,376

 
—

 
11/5/2013
 
1973
Allstate Insurance
 
Roanoke
 
VA
 
19,715

 
1,182

 
4,819

 
—

 
6,001

 
—

 
11/5/2013
 
1970
Amazon
 
West Columbia
 
SC
 
—

 
3,112

 
53,103

 
—

 
56,215

 
2,237

 
2/7/2014
 
2012
Amazon
 
Charleston
 
TN
 
38,500

 
2,678

 
50,880

 
—

 
53,558

 
2,120

 
2/7/2014
 
2011
Amazon
 
Chattanooga
 
TN
 
40,800

 
1,995

 
54,332

 
—

 
56,327

 
2,318

 
2/7/2014
 
2011
Amcor Rigid Plastics USA, Inc
 
Alhambra
 
CA
 
—

 
7,143

 
8,730

 
—

 
15,873

 
1,043

 
1/24/2013
 
1966
AMEC plc
 
Houston
 
TX
 
—

 
2,524

 
30,398

 
—

 
32,922

 
1,721

 
11/5/2013
 
1998
Amega West
 
West Alexander
 
PA
 
—

 
117

 
1,787

 
—

 
1,904

 
46

 
6/12/2014
 
2010
Amega West
 
Midland
 
TX
 
—

 
591

 
379

 
—

 
970

 
10

 
6/12/2014
 
1979
Ameriprise
 
Ashwaubenon
 
WI
 
10,998

 
751

 
14,260

 
—

 
15,011

 
1,347

 
1/25/2013
 
2000
AON
 
Glenview
 
IL
 
52,594

 
14,014

 
73,359

 
5

 
87,378

 
4,491

 
11/5/2013
 
1975
AON
 
Lincolnshire
 
IL
 
92,517

 
5,336

 
124,777

 
—

 
130,113

 
14,168

 
11/16/2012
 
1998
APL Logistics, Inc.
 
Coloma
 
MI
 
10,017

 
1,929

 
9,319

 
—

 
11,248

 
787

 
2/21/2014
 
1965
Apollo Group
 
Phoenix
 
AZ
 
—

 
16,896

 
142,208

 
—

 
159,104

 
5,270

 
2/7/2014
 
2008
Apple Market
 
St. Joseph
 
MO
 
—

 
639

 
1,638

 
—

 
2,277

 
67

 
3/28/2014
 
1981

F-96
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Applebee's
 
Auburn
 
AL
 
—

 
1,155

 
1,732

 
—

 
2,887

 
150

 
7/31/2013
 
1993
Applebee's
 
Oxford
 
AL
 
—

 
1,162

 
2,157

 
—

 
3,319

 
170

 
8/30/2013
 
1995
Applebee's
 
Phenix City
 
AL
 
—

 
1,488

 
2,232

 
—

 
3,720

 
194

 
7/31/2013
 
1999
Applebee's
 
West Memphis
 
AR
 
—

 
388

 
1,536

 
—

 
1,924

 
80

 
2/7/2014
 
2006
Applebee's
 
Arvada
 
CO
 
—

 
754

 
1,760

 
—

 
2,514

 
153

 
7/31/2013
 
1996
Applebee's
 
Brighton
 
CO
 
—

 
657

 
1,972

 
—

 
2,629

 
171

 
7/31/2013
 
1998
Applebee's
 
Colorado Springs
 
CO
 
—

 
499

 
1,996

 
—

 
2,495

 
173

 
7/31/2013
 
1995
Applebee's
 
Colorado Springs
 
CO
 
—

 
629

 
1,888

 
—

 
2,517

 
164

 
7/31/2013
 
1994
Applebee's
 
Greeley
 
CO
 
—

 
559

 
2,235

 
—

 
2,794

 
194

 
7/31/2013
 
1995
Applebee's
 
Northglenn
 
CO
 
—

 
578

 
1,734

 
—

 
2,312

 
150

 
7/31/2013
 
1993
Applebee's
 
Pueblo
 
CO
 
—

 
752

 
2,257

 
—

 
3,009

 
185

 
8/30/2013
 
1998
Applebee's
 
Pueblo
 
CO
 
—

 
960

 
2,879

 
—

 
3,839

 
250

 
7/31/2013
 
1998
Applebee's
 
Thornton
 
CO
 
—

 
681

 
2,043

 
—

 
2,724

 
167

 
8/30/2013
 
1994
Applebee's
 
Bradenton
 
FL
 
—

 
2,475

 
3,713

 
—

 
6,188

 
322

 
7/31/2013
 
1994
Applebee's
 
Brandon
 
FL
 
—

 
2,453

 
3,647

 
—

 
6,100

 
322

 
6/27/2013
 
1997
Applebee's
 
Crestview
 
FL
 
—

 
943

 
1,752

 
—

 
2,695

 
152

 
7/31/2013
 
2000
Applebee's
 
Crystal River
 
FL
 
—

 
1,328

 
2,467

 
—

 
3,795

 
214

 
7/31/2013
 
2001
Applebee's
 
Davenport
 
FL
 
—

 
1,506

 
4,517

 
—

 
6,023

 
392

 
7/31/2013
 
2007
Applebee's
 
Inverness
 
FL
 
—

 
1,977

 
2,965

 
—

 
4,942

 
257

 
7/31/2013
 
2000
Applebee's
 
Lakeland
 
FL
 
—

 
1,283

 
2,383

 
—

 
3,666

 
207

 
7/31/2013
 
1997
Applebee's
 
Lakeland
 
FL
 
—

 
1,959

 
3,638

 
—

 
5,597

 
316

 
7/31/2013
 
2000
Applebee's
 
Largo
 
FL
 
—

 
2,334

 
3,501

 
—

 
5,835

 
304

 
7/31/2013
 
1995
Applebee's
 
New Port Richey
 
FL
 
—

 
1,695

 
3,147

 
—

 
4,842

 
273

 
7/31/2013
 
1998
Applebee's
 
Plant City
 
FL
 
—

 
2,079

 
2,869

 
—

 
4,948

 
254

 
6/27/2013
 
2001
Applebee's
 
Riverview
 
FL
 
—

 
1,849

 
3,434

 
—

 
5,283

 
298

 
7/31/2013
 
2006
Applebee's
 
St. Petersburg
 
FL
 
—

 
2,329

 
3,493

 
—

 
5,822

 
303

 
7/31/2013
 
1994
Applebee's
 
Temple Terrace
 
FL
 
—

 
2,396

 
3,594

 
—

 
5,990

 
312

 
7/31/2013
 
1993
Applebee's
 
Valrico
 
FL
 
—

 
1,202

 
3,274

 
—

 
4,476

 
289

 
6/27/2013
 
1998
Applebee's
 
Wesley Chapel
 
FL
 
—

 
3,272

 
3,272

 
—

 
6,544

 
284

 
7/31/2013
 
2000
Applebee's
 
Winter Haven
 
FL
 
—

 
2,130

 
2,603

 
—

 
4,733

 
226

 
7/31/2013
 
1999

F-97
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Applebee's
 
Augusta
 
GA
 
—

 
1,254

 
2,329

 
—

 
3,583

 
202

 
7/31/2013
 
1987
Applebee's
 
Dublin
 
GA
 
—

 
1,171

 
1,431

 
—

 
2,602

 
124

 
7/31/2013
 
1998
Applebee's
 
Evans
 
GA
 
—

 
1,426

 
2,649

 
—

 
4,075

 
230

 
7/31/2013
 
2004
Applebee's
 
Milledgeville
 
GA
 
—

 
1,174

 
1,761

 
—

 
2,935

 
153

 
7/31/2013
 
1999
Applebee's
 
Savannah
 
GA
 
—

 
1,329

 
2,468

 
—

 
3,797

 
214

 
7/31/2013
 
1994
Applebee's
 
Clinton
 
IA
 
—

 
490

 
1,184

 
—

 
1,674

 
99

 
6/27/2013
 
1995
Applebee's
 
Fort Dodge
 
IA
 
—

 
—

 
1,363

 
—

 
1,363

 
114

 
6/27/2013
 
1995
Applebee's
 
Marshalltown
 
IA
 
—

 
660

 
1,175

 
—

 
1,835

 
98

 
6/27/2013
 
1995
Applebee's
 
Mason City
 
IA
 
—

 
340

 
1,495

 
—

 
1,835

 
125

 
6/27/2013
 
1995
Applebee's
 
Muscatine
 
IA
 
—

 
330

 
1,266

 
—

 
1,596

 
106

 
6/27/2013
 
1995
Applebee's
 
Boise
 
ID
 
—

 
948

 
1,761

 
—

 
2,709

 
153

 
7/31/2013
 
1998
Applebee's
 
Garden City
 
ID
 
—

 
628

 
2,512

 
—

 
3,140

 
205

 
8/30/2013
 
2003
Applebee's
 
Nampa
 
ID
 
—

 
729

 
2,915

 
—

 
3,644

 
253

 
7/31/2013
 
2000
Applebee's
 
Pocatello
 
ID
 
—

 
612

 
1,837

 
—

 
2,449

 
159

 
7/31/2013
 
1998
Applebee's
 
Marion
 
IL
 
—

 
855

 
1,527

 
—

 
2,382

 
84

 
2/7/2014
 
1998
Applebee's
 
Sterling
 
IL
 
—

 
390

 
1,291

 
—

 
1,681

 
108

 
6/27/2013
 
1995
Applebee's
 
Swansea
 
IL
 
—

 
727

 
1,741

 
—

 
2,468

 
93

 
2/7/2014
 
1998
Applebee's
 
Newton
 
KS
 
—

 
504

 
1,569

 
—

 
2,073

 
139

 
6/27/2013
 
1998
Applebee's
 
Hopkinsville
 
KY
 
—

 
460

 
1,265

 
—

 
1,725

 
106

 
6/27/2013
 
1995
Applebee's
 
Fall River
 
MA
 
—

 
275

 
1,558

 
—

 
1,833

 
135

 
7/31/2013
 
1994
Applebee's
 
Adrian
 
MI
 
—

 
407

 
2,351

 
—

 
2,758

 
126

 
2/7/2014
 
1995
Applebee's
 
Kalamazoo
 
MI
 
—

 
575

 
2,644

 
—

 
3,219

 
124

 
2/7/2014
 
1994
Applebee's
 
Farmington
 
MO
 
—

 
574

 
2,242

 
—

 
2,816

 
119

 
2/7/2014
 
1999
Applebee's
 
Joplin
 
MO
 
—

 
754

 
1,829

 
—

 
2,583

 
105

 
2/7/2014
 
1994
Applebee's
 
Rolla
 
MO
 
—

 
671

 
2,272

 
—

 
2,943

 
121

 
2/7/2014
 
1997
Applebee's
 
St. Charles
 
MO
 
—

 
781

 
1,075

 
—

 
1,856

 
31

 
6/23/2014
 
1990
Applebee's
 
Horn Lake
 
MS
 
—

 
584

 
1,642

 
—

 
2,226

 
85

 
2/7/2014
 
2005
Applebee's
 
Ocean Springs
 
MS
 
—

 
673

 
1,708

 
—

 
2,381

 
151

 
6/27/2013
 
2000

F-98
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Applebee's
 
Alamogordo
 
NM
 
—

 
271

 
2,438

 
—

 
2,709

 
199

 
8/30/2013
 
2000
Applebee's
 
Hobbs
 
NM
 
—

 
600

 
3,401

 
—

 
4,001

 
295

 
7/31/2013
 
2002
Applebee's
 
Rio Rancho
 
NM
 
—

 
645

 
3,654

 
—

 
4,299

 
317

 
7/31/2013
 
1995
Applebee's
 
Roswell
 
NM
 
—

 
405

 
2,295

 
—

 
2,700

 
199

 
7/31/2013
 
1998
Applebee's
 
North Canton
 
OH
 
—

 
152

 
838

 
—

 
990

 
74

 
6/27/2013
 
1992
Applebee's
 
Clackamas
 
OR
 
—

 
901

 
2,103

 
—

 
3,004

 
182

 
7/31/2013
 
1997
Applebee's
 
Gresham
 
OR
 
—

 
853

 
2,560

 
—

 
3,413

 
209

 
8/30/2013
 
2004
Applebee's
 
Lake Oswego
 
OR
 
—

 
1,352

 
1,652

 
—

 
3,004

 
143

 
7/31/2013
 
1993
Applebee's
 
Roseburg
 
OR
 
—

 
717

 
1,673

 
—

 
2,390

 
137

 
8/30/2013
 
2000
Applebee's
 
Tualatin
 
OR
 
—

 
1,116

 
2,072

 
—

 
3,188

 
180

 
7/31/2013
 
2002
Applebee's
 
Chambersburg
 
PA
 
—

 
591

 
2,416

 
—

 
3,007

 
113

 
2/7/2014
 
1995
Applebee's
 
Greenville
 
SC
 
—

 
600

 
2,166

 
—

 
2,766

 
181

 
6/27/2013
 
1995
Applebee's
 
Antioch
 
TN
 
—

 
470

 
878

 
—

 
1,348

 
73

 
6/27/2013
 
1995
Applebee's
 
Bartlett
 
TN
 
—

 
315

 
2,201

 
—

 
2,516

 
110

 
2/7/2014
 
2005
Applebee's
 
Clarksville
 
TN
 
—

 
570

 
1,729

 
—

 
2,299

 
145

 
6/27/2013
 
1995
Applebee's
 
Columbia
 
TN
 
—

 
590

 
1,823

 
—

 
2,413

 
152

 
6/27/2013
 
1995
Applebee's
 
Cookeville
 
TN
 
—

 
410

 
1,128

 
—

 
1,538

 
94

 
6/27/2013
 
1995
Applebee's
 
Hermitage
 
TN
 
—

 
530

 
1,491

 
—

 
2,021

 
125

 
6/27/2013
 
1995
Applebee's
 
Lebanon
 
TN
 
—

 
460

 
1,120

 
—

 
1,580

 
94

 
6/27/2013
 
1995
Applebee's
 
Madison
 
TN
 
—

 
460

 
772

 
—

 
1,232

 
65

 
6/27/2013
 
1995
Applebee's
 
Corpus Christi
 
TX
 
—

 
563

 
2,926

 
—

 
3,489

 
259

 
6/27/2013
 
2000
Applebee's
 
Edinburg
 
TX
 
—

 
898

 
2,058

 
—

 
2,956

 
182

 
6/27/2013
 
2006
Applebee's
 
McAllen
 
TX
 
—

 
1,114

 
1,988

 
—

 
3,102

 
176

 
6/27/2013
 
1993
Applebee's
 
New Braunfels
 
TX
 
—

 
566

 
1,486

 
—

 
2,052

 
131

 
6/27/2013
 
1995
Applebee's
 
San Antonio
 
TX
 
—

 
732

 
1,796

 
—

 
2,528

 
159

 
6/27/2013
 
2003
Applebee's
 
Tyler
 
TX
 
—

 
696

 
2,904

 
—

 
3,600

 
149

 
2/7/2014
 
1990
Applebee's
 
Norton
 
VA
 
—

 
848

 
433

 
—

 
1,281

 
53

 
2/7/2014
 
2006
Applebee's
 
Wytheville
 
VA
 
—

 
564

 
923

 
—

 
1,487

 
69

 
2/7/2014
 
2000
Applebee's
 
Richland
 
WA
 
—

 
1,112

 
2,064

 
—

 
3,176

 
179

 
7/31/2013
 
2003
Applebee's
 
Vancouver
 
WA
 
—

 
791

 
1,846

 
—

 
2,637

 
151

 
8/30/2013
 
2001
Applebee's
 
Vancouver
 
WA
 
—

 
718

 
1,675

 
—

 
2,393

 
145

 
7/31/2013
 
2001
Apria Healthcare
 
Indianapolis
 
IN
 
3,987

 
981

 
3,922

 
—

 
4,903

 
190

 
5/19/2014
 
1993


F-99
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Arby's
 
Alexander City
 
AL
 
—

 
527

 
401

 
—

 
928

 
34

 
6/27/2013
 
1999
Arby's
 
Arab
 
AL
 
—

 
40

 
887

 
—

 
927

 
72

 
6/27/2013
 
1995
Arby's
 
Guntersville
 
AL
 
—

 
142

 
503

 
—

 
645

 
43

 
6/27/2013
 
1995
Arby's
 
Hampton Cove
 
AL
 
—

 
310

 
986

 
—

 
1,296

 
80

 
6/27/2013
 
1995
Arby's
 
Mobile
 
AL
 
—

 
460

 
685

 
—

 
1,145

 
58

 
6/27/2013
 
1986
Arby's
 
Bullhead City
 
AZ
 
—

 
550

 
—

 
—

 
550

 
—

 
6/27/2013
 
1999
Arby's
 
Fountain Hills
 
AZ
 
—

 
241

 
597

 
—

 
838

 
51

 
6/27/2013
 
1994
Arby's
 
Phoenix
 
AZ
 
—

 
559

 
618

 
—

 
1,177

 
53

 
6/27/2013
 
1995
Arby's
 
Prescott
 
AZ
 
—

 
404

 
750

 
—

 
1,154

 
58

 
7/31/2013
 
1986
Arby's
 
Sacramento
 
CA
 
—

 
520

 
195

 
—

 
715

 
16

 
6/27/2013
 
1995
Arby's
 
Arvada
 
CO
 
—

 
190

 
1,465

 
—

 
1,655

 
118

 
6/27/2013
 
1995
Arby's
 
Apopka
 
FL
 
—

 
464

 
697

 
—

 
1,161

 
54

 
7/31/2013
 
1985
Arby's
 
Merritt Island
 
FL
 
—

 
297

 
552

 
—

 
849

 
42

 
7/31/2013
 
1984
Arby's
 
Orange Park
 
FL
 
—

 
420

 
1,256

 
—

 
1,676

 
101

 
6/27/2013
 
1995
Arby's
 
Orlando
 
FL
 
—

 
251

 
585

 
—

 
836

 
45

 
7/31/2013
 
1985
Arby's
 
Rockledge
 
FL
 
—

 
381

 
571

 
—

 
952

 
44

 
7/31/2013
 
1984
Arby's
 
Atlanta
 
GA
 
—

 
1,207

 
987

 
—

 
2,194

 
76

 
7/31/2013
 
1984
Arby's
 
Canton
 
GA
 
—

 
370

 
1,200

 
—

 
1,570

 
97

 
6/27/2013
 
1995
Arby's
 
Douglasville
 
GA
 
—

 
370

 
1,692

 
—

 
2,062

 
137

 
6/27/2013
 
1995
Arby's
 
Kennesaw
 
GA
 
—

 
583

 
840

 
—

 
1,423

 
72

 
6/27/2013
 
1984
Arby's
 
Richmond Hill
 
GA
 
—

 
430

 
755

 
—

 
1,185

 
65

 
6/27/2013
 
1984
Arby's
 
Savannah
 
GA
 
—

 
293

 
293

 
—

 
586

 
23

 
7/31/2013
 
1985
Arby's
 
Suwanee
 
GA
 
—

 
370

 
1,561

 
—

 
1,931

 
126

 
6/27/2013
 
1995
Arby's
 
Toccoa
 
GA
 
—

 
185

 
227

 
—

 
412

 
17

 
7/31/2013
 
1998
Arby's
 
Mount Vernon
 
IL
 
—

 
911

 
764

 
—

 
1,675

 
65

 
6/27/2013
 
1999
Arby's
 
Avon
 
IN
 
—

 
500

 
812

 
—

 
1,312

 
66

 
6/27/2013
 
1995
Arby's
 
Fort Wayne
 
IN
 
—

 
529

 
647

 
—

 
1,176

 
50

 
7/31/2013
 
1987
Arby's
 
Indianapolis
 
IN
 
—

 
530

 
1,236

 
—

 
1,766

 
100

 
6/27/2013
 
1995
Arby's
 
Indianapolis
 
IN
 
—

 
370

 
1,130

 
—

 
1,500

 
91

 
6/27/2013
 
1995
Arby's
 
New Albany
 
IN
 
—

 
456

 
470

 
—

 
926

 
40

 
6/27/2013
 
2005

F-100
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Arby's
 
New Albany
 
IN
 
—

 
325

 
465

 
—

 
790

 
40

 
6/27/2013
 
1995
Arby's
 
Scottsburg
 
IN
 
—

 
526

 
445

 
—

 
971

 
38

 
6/27/2013
 
1989
Arby's
 
Winchester
 
IN
 
—

 
341

 
511

 
—

 
852

 
39

 
7/31/2013
 
1988
Arby's
 
Kansas City
 
KS
 
—

 
280

 
364

 
—

 
644

 
29

 
6/27/2013
 
1995
Arby's
 
Salina
 
KS
 
—

 
540

 
300

 
—

 
840

 
24

 
6/27/2013
 
1995
Arby's
 
Topeka
 
KS
 
—

 
270

 
433

 
—

 
703

 
35

 
6/27/2013
 
1995
Arby's
 
Hopkinsville
 
KY
 
—

 
432

 
528

 
—

 
960

 
41

 
7/31/2013
 
1985
Arby's
 
Louisville
 
KY
 
—

 
336

 
625

 
—

 
961

 
72

 
5/30/2013
 
1979
Arby's
 
Alexandria
 
LA
 
—

 
82

 
245

 
—

 
327

 
19

 
7/31/2013
 
1985
Arby's
 
Alma
 
MI
 
—

 
380

 
408

 
—

 
788

 
33

 
6/27/2013
 
1995
Arby's
 
Chesterfield
 
MI
 
—

 
210

 
841

 
—

 
1,051

 
68

 
6/27/2013
 
1995
Arby's
 
Davison
 
MI
 
—

 
420

 
631

 
—

 
1,051

 
51

 
6/27/2013
 
1995
Arby's
 
Flint
 
MI
 
—

 
110

 
1,422

 
—

 
1,532

 
115

 
6/27/2013
 
1995
Arby's
 
Flint
 
MI
 
—

 
230

 
1,428

 
—

 
1,658

 
115

 
6/27/2013
 
1995
Arby's
 
Grandville
 
MI
 
—

 
1,133

 
755

 
—

 
1,888

 
58

 
7/31/2013
 
1982
Arby's
 
Midland
 
MI
 
—

 
340

 
753

 
—

 
1,093

 
61

 
6/27/2013
 
1995
Arby's
 
Pontiac
 
MI
 
—

 
180

 
962

 
—

 
1,142

 
78

 
6/27/2013
 
1995
Arby's
 
Port Huron
 
MI
 
—

 
210

 
868

 
—

 
1,078

 
70

 
6/27/2013
 
1995
Arby's
 
Saginaw
 
MI
 
—

 
310

 
1,110

 
—

 
1,420

 
90

 
6/27/2013
 
1995
Arby's
 
South Haven
 
MI
 
—

 
260

 
573

 
—

 
833

 
46

 
6/27/2013
 
1995
Arby's
 
Walker
 
MI
 
—

 
360

 
1,002

 
—

 
1,362

 
81

 
6/27/2013
 
1995
Arby's
 
Wyoming
 
MI
 
—

 
1,513

 
648

 
—

 
2,161

 
50

 
7/31/2013
 
1970
Arby's
 
Corinth
 
MS
 
—

 
753

 
429

 
—

 
1,182

 
37

 
6/27/2013
 
1984
Arby's
 
Fayetteville
 
NC
 
—

 
420

 
2,001

 
—

 
2,421

 
162

 
6/27/2013
 
1995
Arby's
 
Greensboro
 
NC
 
—

 
300

 
906

 
—

 
1,206

 
73

 
6/27/2013
 
1995
Arby's
 
Greenville
 
NC
 
—

 
310

 
681

 
—

 
991

 
55

 
6/27/2013
 
1995
Arby's
 
Jonesville
 
NC
 
—

 
350

 
908

 
—

 
1,258

 
73

 
6/27/2013
 
1995
Arby's
 
Kernersville
 
NC
 
—

 
280

 
774

 
—

 
1,054

 
63

 
6/27/2013
 
1995

F-101
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Arby's
 
Kinston
 
NC
 
—

 
350

 
832

 
—

 
1,182

 
67

 
6/27/2013
 
1995
Arby's
 
Lexington
 
NC
 
—

 
360

 
873

 
—

 
1,233

 
71

 
6/27/2013
 
1995
Arby's
 
Lexington
 
NC
 
—

 
484

 
504

 
—

 
988

 
43

 
6/27/2013
 
1987
Arby's
 
Omaha
 
NE
 
—

 
359

 
—

 
—

 
359

 
—

 
7/31/2013
 
1984
Arby's
 
Albuquerque
 
NM
 
—

 
216

 
246

 
—

 
462

 
21

 
6/27/2013
 
1987
Arby's
 
Clovis
 
NM
 
—

 
91

 
518

 
—

 
609

 
44

 
6/27/2013
 
1982
Arby's
 
Las Vegas
 
NM
 
—

 
236

 
236

 
—

 
472

 
18

 
7/31/2013
 
1985
Arby's
 
Rochester
 
NY
 
—

 
128

 
384

 
—

 
512

 
30

 
7/31/2013
 
1985
Arby's
 
Columbus
 
OH
 
—

 
400

 
1,155

 
—

 
1,555

 
93

 
6/27/2013
 
1995
Arby's
 
Middlefield
 
OH
 
—

 
379

 
388

 
—

 
767

 
33

 
6/27/2013
 
1988
Arby's
 
Reynoldsburg
 
OH
 
—

 
370

 
945

 
—

 
1,315

 
76

 
6/27/2013
 
1995
Arby's
 
Willard
 
OH
 
—

 
230

 
599

 
—

 
829

 
48

 
6/27/2013
 
1995
Arby's
 
Allentown
 
PA
 
—

 
600

 
1,652

 
—

 
2,252

 
133

 
6/27/2013
 
1995
Arby's
 
Carlisle
 
PA
 
—

 
200

 
472

 
—

 
672

 
38

 
6/27/2013
 
1995
Arby's
 
Erie
 
PA
 
—

 
188

 
552

 
—

 
740

 
47

 
6/27/2013
 
1966
Arby's
 
Hanover
 
PA
 
—

 
400

 
921

 
—

 
1,321

 
74

 
6/27/2013
 
1995
Arby's
 
Myrtle Beach
 
SC
 
—

 
370

 
1,132

 
—

 
1,502

 
91

 
6/27/2013
 
1995
Arby's
 
Chattanooga
 
TN
 
—

 
201

 
469

 
—

 
670

 
36

 
7/31/2013
 
1998
Arby's
 
Memphis
 
TN
 
—

 
449

 
835

 
—

 
1,284

 
64

 
7/31/2013
 
1998
Arby's
 
Amarillo
 
TX
 
—

 
260

 
627

 
—

 
887

 
51

 
6/27/2013
 
1995
Arby's
 
Schertz
 
TX
 
—

 
499

 
748

 
—

 
1,247

 
58

 
7/31/2013
 
1996
Ashley Furniture
 
Jeffersontown
 
KY
 
—

 
1,966

 
2,368

 
—

 
4,334

 
49

 
9/26/2014
 
1970
AT&T
 
Schaumburg
 
IL
 
—

 
2,364

 
9,305

 
—

 
11,669

 
162

 
9/24/2014
 
1989
AT&T
 
Dallas
 
TX
 
—

 
2,564

 
23,987

 
1,828

 
28,379

 
—

 
2/7/2014
 
2001
AT&T
 
Richardson
 
TX
 
11,780

 
1,891

 
31,118

 
—

 
33,009

 
1,765

 
11/5/2013
 
1986
AT&T
 
Atlanta
 
GA
 
124,300

 
26,739

 
209,765

 
—

 
236,504

 
8,268

 
2/7/2014
 
2001
Auto Pawn
 
Columbus
 
GA
 
—

 
170

 
—

 
—

 
170

 
—

 
6/27/2013
 
1987
AutoZone
 
Chicago
 
IL
 
—

 
698

 
1,047

 
—

 
1,745

 
100

 
4/30/2013
 
1995

F-102
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
AutoZone
 
Yorkville
 
IL
 
—

 
383

 
1,534

 
—

 
1,917

 
52

 
5/19/2014
 
2006
AutoZone
 
Pearl River
 
LA
 
719

 
239

 
1,193

 
—

 
1,432

 
56

 
2/7/2014
 
2007
AutoZone
 
Hernando
 
MS
 
—

 
141

 
833

 
—

 
974

 
35

 
2/7/2014
 
2003
AutoZone
 
Blanchester
 
OH
 
535

 
341

 
838

 
—

 
1,179

 
39

 
2/7/2014
 
2008
AutoZone
 
Hamilton
 
OH
 
814

 
507

 
1,283

 
—

 
1,790

 
59

 
2/7/2014
 
2008
AutoZone
 
Hartville
 
OH
 
614

 
197

 
1,156

 
—

 
1,353

 
53

 
2/7/2014
 
2008
AutoZone
 
Mt. Orab
 
OH
 
679

 
258

 
1,219

 
—

 
1,477

 
55

 
2/7/2014
 
2009
AutoZone
 
Trenton
 
OH
 
504

 
306

 
812

 
—

 
1,118

 
37

 
2/7/2014
 
2008
AutoZone
 
Rapid City
 
SD
 
571

 
375

 
969

 
—

 
1,344

 
43

 
2/7/2014
 
2008
AutoZone
 
Nashville
 
TN
 
861

 
555

 
1,270

 
—

 
1,825

 
58

 
2/7/2014
 
2009
Bahama Breeze
 
Pittsburgh
 
PA
 
—

 
1,590

 
1,753

 
—

 
3,343

 
29

 
7/28/2014
 
2004
Bahama Breeze
 
Memphis
 
TN
 
—

 
2,370

 
1,313

 
—

 
3,683

 
19

 
7/28/2014
 
1998
Bandana's Bar-B-Q Restaurant
 
Collinsville
 
IL
 
—

 
340

 
627

 
—

 
967

 
52

 
6/27/2013
 
1995
Bandana's Bar-B-Q Restaurant
 
Arnold
 
MO
 
—

 
460

 
433

 
—

 
893

 
36

 
6/27/2013
 
1995
Bandana's Bar-B-Q Restaurant
 
Fenton
 
MO
 
—

 
470

 
314

 
—

 
784

 
26

 
8/30/2013
 
1986
Bank of America
 
Merced
 
CA
 
—

 
512

 
2,195

 
—

 
2,707

 
123

 
1/8/2014
 
1980
Bank of America
 
Asheville
 
NC
 
—

 
383

 
195

 
—

 
578

 
11

 
1/8/2014
 
1993
Bank of America
 
Charlotte
 
NC
 
—

 
62

 
642

 
—

 
704

 
35

 
1/8/2014
 
1983
Bank of America
 
Grants Pass
 
OR
 
—

 
393

 
2,979

 
—

 
3,372

 
163

 
1/8/2014
 
1963
Banner Life Insurance
 
Urbana
 
MD
 
19,600

 
2,733

 
31,483

 
—

 
34,216

 
1,278

 
2/7/2014
 
2011
Baxter International
 
Bloomington
 
IN
 
—

 
1,310

 
8,216

 
—

 
9,526

 
564

 
11/5/2013
 
1995
Beall's
 
Lakeland
 
FL
 
—

 
2,033

 
4,809

 
—

 
6,842

 
128

 
7/16/2014
 
2006
Becton, Dickinson and Company
 
San Antonio
 
TX
 
9,882

 
1,666

 
19,092

 
—

 
20,758

 
1,045

 
11/5/2013
 
2008
Bed Bath & Beyond
 
Stockton
 
CA
 
40,278

 
2,761

 
52,454

 
—

 
55,215

 
7,599

 
8/17/2012
 
2003
Benihana
 
Anchorage
 
AK
 
—

 
1,391

 
1,877

 
—

 
3,268

 
104

 
2/7/2014
 
1998
Benihana
 
Miami Beach
 
FL
 
—

 
3,775

 
433

 
—

 
4,208

 
36

 
2/7/2014
 
1972
Benihana
 
Stuart
 
FL
 
—

 
1,661

 
1,917

 
—

 
3,578

 
110

 
2/7/2014
 
1976
Benihana
 
Alpharetta
 
GA
 
—

 
1,151

 
1,485

 
—

 
2,636

 
41

 
2/7/2014
 
2003

F-103
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Benihana
 
Schaumburg
 
IL
 
—

 
2,319

 
1,396

 
—

 
3,715

 
81

 
2/7/2014
 
1992
Benihana
 
Wheeling
 
IL
 
—

 
1,896

 
1,273

 
—

 
3,169

 
46

 
2/7/2014
 
2001
Benihana
 
Farmington Hills
 
MI
 
—

 
2,025

 
2,049

 
—

 
4,074

 
130

 
2/7/2014
 
2012
Benihana
 
Maple Grove
 
MN
 
—

 
1,319

 
2,604

 
—

 
3,923

 
143

 
2/7/2014
 
2006
Benihana
 
Dallas
 
TX
 
—

 
2,988

 
1,275

 
—

 
4,263

 
83

 
2/7/2014
 
1975
Best Buy
 
Montgomery
 
AL
 
3,148

 
1,370

 
5,749

 
—

 
7,119

 
284

 
2/7/2014
 
2003
Best Buy
 
Coral Springs
 
FL
 
—

 
2,715

 
4,843

 
—

 
7,558

 
263

 
2/7/2014
 
1993
Best Buy
 
Bourbonnais
 
IL
 
—

 
1,724

 
5,156

 
—

 
6,880

 
281

 
2/7/2014
 
1991
Best Buy
 
Indianapolis
 
IN
 
—

 
665

 
4,775

 
—

 
5,440

 
228

 
2/7/2014
 
2009
Best Buy
 
Richmond
 
IN
 
—

 
549

 
4,429

 
—

 
4,978

 
216

 
2/7/2014
 
2011
Best Buy
 
Marquette
 
MI
 
—

 
836

 
4,207

 
—

 
5,043

 
224

 
2/7/2014
 
2010
Best Buy
 
Norton Shores
 
MI
 
—

 
1,568

 
4,099

 
—

 
5,667

 
195

 
2/7/2014
 
2001
Best Buy
 
Southaven
 
MS
 
—

 
2,045

 
4,318

 
—

 
6,363

 
222

 
2/7/2014
 
2007
Best Buy
 
Tupelo
 
MS
 
2,533

 
484

 
1,934

 
—

 
2,418

 
74

 
5/19/2014
 
2005
Best Buy
 
Pineville
 
NC
 
—

 
1,818

 
7,970

 
—

 
9,788

 
381

 
2/7/2014
 
1994
Best Buy
 
Kenosha
 
WI
 
—

 
1,925

 
5,503

 
—

 
7,428

 
262

 
2/7/2014
 
2008
BHC Marketing
 
The Woodlands
 
TX
 
—

 
4,724

 
40,332

 
2

 
45,058

 
2,166

 
11/5/2013
 
2009
Big Lots
 
Chester
 
VA
 
—

 
335

 
3,373

 
—

 
3,708

 
179

 
2/24/2014
 
2013
Big O Tires
 
Phoenix
 
AZ
 
782

 
206

 
1,367

 
—

 
1,573

 
60

 
2/7/2014
 
2010
Big O Tires
 
Los Lunas
 
NM
 
—

 
316

 
1,265

 
—

 
1,581

 
187

 
6/1/2012
 
2006
Bi-Lo's Grocery
 
Greenwood
 
SC
 
—

 
533

 
4,212

 
—

 
4,745

 
203

 
2/7/2014
 
1999
Bi-Lo's Grocery
 
Mt Pleasant
 
SC
 
—

 
4,093

 
8,594

 
—

 
12,687

 
417

 
2/7/2014
 
2003
BJ's Wholesale Club
 
Boynton Beach
 
FL
 
—

 
5,569

 
10,931

 
—

 
16,500

 
501

 
2/7/2014
 
2001
BJ's Wholesale Club
 
Jacksonville
 
FL
 
—

 
5,929

 
16,348

 
—

 
22,277

 
656

 
2/7/2014
 
2003
BJ's Wholesale Club
 
Pembroke Pines
 
FL
 
8,446

 
5,104

 
7,661

 
—

 
12,765

 
364

 
2/7/2014
 
1997
BJ's Wholesale Club
 
Greenfield
 
MA
 
8,416

 
2,168

 
14,002

 
—

 
16,170

 
538

 
2/7/2014
 
1997
BJ's Wholesale Club
 
Leominster
 
MA
 
—

 
3,585

 
21,344

 
—

 
24,929

 
815

 
2/7/2014
 
1993
BJ's Wholesale Club
 
Uxbridge
 
MA
 
12,645

 
5,538

 
36,445

 
—

 
41,983

 
1,284

 
2/7/2014
 
2006

F-104
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
BJ's Wholesale Club
 
California
 
MD
 
—

 
6,882

 
10,196

 
—

 
17,078

 
458

 
2/7/2014
 
2003
BJ's Wholesale Club
 
Westminster
 
MD
 
13,978

 
6,516

 
13,860

 
—

 
20,376

 
615

 
2/7/2014
 
2001
BJ's Wholesale Club
 
Auburn
 
ME
 
—

 
2,674

 
16,510

 
—

 
19,184

 
611

 
2/7/2014
 
1995
BJ's Wholesale Club
 
Portsmouth
 
NH
 
—

 
4,216

 
25,454

 
—

 
29,670

 
940

 
2/7/2014
 
1993
BJ's Wholesale Club
 
Deptford
 
NJ
 
11,004

 
6,558

 
12,490

 
—

 
19,048

 
497

 
2/7/2014
 
1995
BJ's Wholesale Club
 
North Canton
 
OH
 
6,787

 
456

 
8,668

 
—

 
9,124

 
1,142

 
2/20/2013
 
1998
BJ's Wholesale Club
 
Lancaster
 
PA
 
13,621

 
3,400

 
16,782

 
—

 
20,182

 
718

 
2/7/2014
 
1996
Black Angus
 
Dublin
 
CA
 
—

 
620

 
2,467

 
—

 
3,087

 
206

 
6/27/2013
 
1995
Black Meg 43
 
Copperas Cove
 
TX
 
—

 
151

 
151

 
—

 
302

 
13

 
6/27/2013
 
1979
Bob's Stores
 
Randolph
 
MA
 
—

 
2,840

 
6,826

 
—

 
9,666

 
461

 
11/5/2013
 
1965
Bojangles
 
Winder
 
GA
 
—

 
645

 
1,198

 
—

 
1,843

 
207

 
7/30/2012
 
2011
Bojangles
 
Biscoe
 
NC
 
—

 
247

 
986

 
—

 
1,233

 
148

 
11/29/2012
 
2010
Bojangles
 
Boone
 
NC
 
—

 
278

 
833

 
—

 
1,111

 
144

 
7/27/2012
 
1980
Bojangles
 
Denver
 
NC
 
—

 
1,013

 
1,881

 
—

 
2,894

 
145

 
7/31/2013
 
1997
Bojangles
 
Dobson
 
NC
 
—

 
251

 
1,004

 
—

 
1,255

 
174

 
7/30/2012
 
2010
Bojangles
 
Hickory
 
NC
 
—

 
749

 
1,789

 
—

 
2,538

 
153

 
6/27/2013
 
1973
Bojangles
 
Indian trail
 
NC
 
—

 
655

 
1,217

 
—

 
1,872

 
211

 
7/27/2012
 
2011
Bojangles
 
Morganton
 
NC
 
—

 
566

 
1,321

 
—

 
1,887

 
229

 
7/27/2012
 
2010
Bojangles
 
Roanoke Rapids
 
NC
 
—

 
442

 
1,032

 
—

 
1,474

 
179

 
7/27/2012
 
2011
Bojangles
 
Southport
 
NC
 
—

 
505

 
1,179

 
—

 
1,684

 
204

 
7/30/2012
 
2011
Bojangles
 
Statesville
 
NC
 
—

 
646

 
1,937

 
—

 
2,583

 
149

 
7/31/2013
 
1988
Bojangles
 
Taylorsville
 
NC
 
—

 
436

 
1,108

 
—

 
1,544

 
95

 
6/27/2013
 
1987
Bojangles
 
Troutman
 
NC
 
—

 
718

 
1,077

 
—

 
1,795

 
92

 
10/10/2013
 
2012
Bojangles
 
Chapin
 
SC
 
—

 
577

 
1,071

 
—

 
1,648

 
179

 
8/9/2012
 
2009
Bojangles
 
Clinton
 
SC
 
—

 
397

 
926

 
—

 
1,323

 
160

 
7/27/2012
 
2009
Bojangles
 
Fountain Inn
 
SC
 
—

 
287

 
1,150

 
—

 
1,437

 
98

 
10/10/2013
 
2012
Bojangles
 
Greenwood
 
SC
 
—

 
440

 
1,320

 
—

 
1,760

 
174

 
2/28/2013
 
1995
Bojangles
 
Moncks Corner
 
SC
 
—

 
505

 
1,179

 
—

 
1,684

 
176

 
11/29/2012
 
2010
Bojangles
 
Walterboro
 
SC
 
—

 
454

 
1,363

 
—

 
1,817

 
204

 
11/29/2012
 
2010


F-105
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Bonefish Grill
 
Lakeland
 
FL
 
—

 
750

 
1,897

 
—

 
2,647

 
101

 
2/7/2014
 
2003
Bonefish Grill
 
Independence
 
OH
 
—

 
895

 
2,252

 
—

 
3,147

 
124

 
2/7/2014
 
2006
Bonefish Grill
 
Gainesville
 
VA
 
—

 
751

 
1,325

 
—

 
2,076

 
105

 
2/7/2014
 
2004
Boston Market
 
Indianapolis
 
IN
 
—

 
930

 
—

 
—

 
930

 
—

 
6/27/2013
 
1995
Boston Market
 
Indianapolis
 
IN
 
—

 
410

 
1,070

 
—

 
1,480

 
87

 
6/27/2013
 
1995
Boston Market
 
Fayetteville
 
NC
 
—

 
460

 
1,520

 
—

 
1,980

 
123

 
6/27/2013
 
1995
Boston Market
 
Raleigh
 
NC
 
—

 
280

 
1,015

 
—

 
1,295

 
82

 
6/27/2013
 
1995
Brangus Steakhouse
 
Jasper
 
AL
 
—

 
140

 
219

 
—

 
359

 
18

 
6/27/2013
 
1995
Supercuts
 
Panama City Beach
 
FL
 
8,050

 
3,827

 
13,859

 
—

 
17,686

 
589

 
2/7/2014
 
1995
Brew City Paintball
 
Brookfield
 
WI
 
1,352

 
50

 
84

 
—

 
134

 
8

 
2/21/2014
 
1967
Bridgestone Tire
 
Kansas City
 
MO
 
—

 
651

 
1,954

 
—

 
2,605

 
184

 
5/31/2013
 
2008
BRK Brands
 
Aurora
 
IL
 
3,628

 
1,057

 
4,448

 
—

 
5,505

 
266

 
2/21/2014
 
1995
Bruegger's Bagels
 
Iowa City
 
IA
 
—

 
40

 
379

 
—

 
419

 
31

 
6/27/2013
 
1995
Bruegger's Bagels
 
Durham
 
NC
 
—

 
312

 
728

 
—

 
1,040

 
56

 
7/31/2013
 
1926
Bruegger's Bagels
 
Raleigh
 
NC
 
—

 
230

 
654

 
—

 
884

 
53

 
6/27/2013
 
1995
Buca di Beppo Italian
 
Wheeling
 
IL
 
—

 
450

 
1,272

 
—

 
1,722

 
106

 
6/27/2013
 
1995
Buca di Beppo Italian
 
Westlake
 
OH
 
—

 
370

 
887

 
—

 
1,257

 
74

 
6/27/2013
 
1995
Bucho's Mexican Food
 
Bolingbrook
 
IL
 
—

 
470

 
137

 
—

 
607

 
12

 
6/27/2013
 
1992
Buffalo Wild Wings
 
Langhorne
 
PA
 
—

 
815

 
815

 
—

 
1,630

 
71

 
7/31/2013
 
1999
Bunge North America
 
Fort Worth
 
TX
 
6,262

 
1,100

 
8,433

 
—

 
9,533

 
512

 
11/5/2013
 
2005
Burger King
 
Anchorage
 
AK
 
—

 
427

 
489

 
—

 
916

 
42

 
6/27/2013
 
1982
Burger King
 
Andalusia
 
AL
 
—

 
181

 
1,025

 
—

 
1,206

 
79

 
7/31/2013
 
2000
Burger King
 
Atmore
 
AL
 
—

 
181

 
723

 
—

 
904

 
56

 
7/31/2013
 
2000
Burger King
 
Brewton
 
AL
 
—

 
307

 
920

 
—

 
1,227

 
71

 
7/31/2013
 
1993
Burger King
 
Dothan
 
AL
 
—

 
628

 
1,167

 
—

 
1,795

 
90

 
7/31/2013
 
1983
Burger King
 
Dothan
 
AL
 
—

 
594

 
1,104

 
—

 
1,698

 
85

 
7/31/2013
 
1999
Burger King
 
Enterprise
 
AL
 
—

 
437

 
655

 
—

 
1,092

 
50

 
7/31/2013
 
1985
Burger King
 
Evergreen
 
AL
 
—

 
172

 
689

 
—

 
861

 
53

 
7/31/2013
 
1997

F-106
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Burger King
 
Monroeville
 
AL
 
—

 
325

 
604

 
—

 
929

 
46

 
7/31/2013
 
1997
Burger King
 
Opp
 
AL
 
—

 
214

 
857

 
—

 
1,071

 
66

 
7/31/2013
 
1994
Burger King
 
Troy
 
AL
 
—

 
461

 
1,383

 
—

 
1,844

 
106

 
7/31/2013
 
1984
Burger King
 
Sierra Vista
 
AZ
 
—

 
260

 
1,041

 
—

 
1,301

 
80

 
7/31/2013
 
1994
Burger King
 
Tucson
 
AZ
 
—

 
300

 
1,307

 
—

 
1,607

 
106

 
6/27/2013
 
1995
Burger King
 
Denver
 
CO
 
—

 
872

 
1,242

 
—

 
2,114

 
106

 
6/27/2013
 
1994
Burger King
 
Clearwater
 
FL
 
—

 
981

 
591

 
—

 
1,572

 
50

 
6/27/2013
 
1980
Burger King
 
Defuniak Springs
 
FL
 
—

 
362

 
1,087

 
—

 
1,449

 
84

 
7/31/2013
 
1989
Burger King
 
Largo
 
FL
 
—

 
683

 
412

 
—

 
1,095

 
35

 
6/27/2013
 
1984
Burger King
 
Niceville
 
FL
 
—

 
598

 
399

 
—

 
997

 
31

 
7/31/2013
 
1994
Burger King
 
Panama City
 
FL
 
—

 
319

 
956

 
—

 
1,275

 
74

 
7/31/2013
 
1998
Burger King
 
Springfield
 
FL
 
—

 
324

 
971

 
—

 
1,295

 
75

 
7/31/2013
 
1995
Burger King
 
Tallahassee
 
FL
 
—

 
720

 
720

 
—

 
1,440

 
55

 
7/31/2013
 
1998
Burger King
 
Tallahassee
 
FL
 
—

 
843

 
454

 
—

 
1,297

 
35

 
7/31/2013
 
1980
Burger King
 
Alpharetta
 
GA
 
—

 
635

 
865

 
—

 
1,500

 
74

 
6/27/2013
 
1998
Burger King
 
Alpharetta
 
GA
 
—

 
1,128

 
977

 
—

 
2,105

 
83

 
6/27/2013
 
1993
Burger King
 
Alpharetta
 
GA
 
—

 
795

 
943

 
—

 
1,738

 
81

 
6/27/2013
 
1997
Burger King
 
Alpharetta
 
GA
 
—

 
501

 
1,219

 
—

 
1,720

 
104

 
6/27/2013
 
2001
Burger King
 
Atlanta
 
GA
 
—

 
380

 
499

 
—

 
879

 
40

 
6/27/2013
 
1995
Burger King
 
Augusta
 
GA
 
—

 
693

 
2,080

 
—

 
2,773

 
160

 
7/31/2013
 
1986
Burger King
 
Bainbridge
 
GA
 
—

 
347

 
1,042

 
—

 
1,389

 
80

 
7/31/2013
 
1998
Burger King
 
Cairo
 
GA
 
—

 
245

 
981

 
—

 
1,226

 
75

 
7/31/2013
 
1997
Burger King
 
Fort Oglethorpe
 
GA
 
—

 
170

 
2,175

 
—

 
2,345

 
176

 
6/27/2013
 
1995
Burger King
 
Marietta
 
GA
 
—

 
350

 
916

 
—

 
1,266

 
74

 
6/27/2013
 
1995
Burger King
 
Martinez
 
GA
 
—

 
909

 
1,350

 
—

 
2,259

 
115

 
6/27/2013
 
1998
Burger King
 
Roswell
 
GA
 
—

 
495

 
1,156

 
—

 
1,651

 
89

 
7/31/2013
 
1998
Burger King
 
Thomson
 
GA
 
—

 
748

 
876

 
—

 
1,624

 
75

 
6/27/2013
 
1988
Burger King
 
Valdosta
 
GA
 
—

 
564

 
376

 
—

 
940

 
29

 
7/31/2013
 
1987

F-107
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Burger King
 
Des Moines
 
IA
 
—

 
1,160

 
949

 
—

 
2,109

 
73

 
7/31/2013
 
1987
Burger King
 
Perry
 
IA
 
—

 
557

 
680

 
—

 
1,237

 
52

 
7/31/2013
 
1997
Burger King
 
Red Oak
 
IA
 
—

 
334

 
1,002

 
—

 
1,336

 
77

 
7/31/2013
 
1988
Burger King
 
Shenandoah
 
IA
 
—

 
313

 
582

 
—

 
895

 
45

 
7/31/2013
 
1988
Burger King
 
Stuart
 
IA
 
—

 
607

 
911

 
—

 
1,518

 
70

 
7/31/2013
 
1997
Burger King
 
Chicago
 
IL
 
—

 
580

 
1,413

 
—

 
1,993

 
114

 
6/27/2013
 
1995
Burger King
 
Chicago Ridge
 
IL
 
—

 
431

 
684

 
—

 
1,115

 
58

 
6/27/2013
 
1998
Burger King
 
Harvey
 
IL
 
—

 
403

 
507

 
—

 
910

 
43

 
6/27/2013
 
1995
Burger King
 
Maywood
 
IL
 
—

 
860

 
1,051

 
—

 
1,911

 
81

 
7/31/2013
 
2003
Burger King
 
Palatine
 
IL
 
—

 
352

 
426

 
—

 
778

 
36

 
6/27/2013
 
1995
Burger King
 
Pontiac
 
IL
 
—

 
151

 
616

 
—

 
767

 
53

 
6/27/2013
 
1991
Burger King
 
Springfield
 
IL
 
—

 
354

 
677

 
—

 
1,031

 
58

 
6/27/2013
 
1995
Burger King
 
Cedar Lake
 
IN
 
—

 
327

 
374

 
—

 
701

 
32

 
6/27/2013
 
1986
Burger King
 
Gary
 
IN
 
—

 
544

 
606

 
—

 
1,150

 
52

 
6/27/2013
 
1987
Burger King
 
Highland
 
IN
 
—

 
410

 
992

 
—

 
1,402

 
80

 
6/27/2013
 
1995
Burger King
 
Madisonville
 
KY
 
—

 
550

 
1,067

 
—

 
1,617

 
86

 
6/27/2013
 
1995
Burger King
 
Cut Off
 
LA
 
—

 
726

 
1,088

 
—

 
1,814

 
84

 
7/31/2013
 
1990
Burger King
 
Gonzales
 
LA
 
—

 
380

 
465

 
—

 
845

 
36

 
7/31/2013
 
1990
Burger King
 
Lake Charles
 
LA
 
—

 
456

 
456

 
—

 
912

 
35

 
7/31/2013
 
1980
Burger King
 
Lake Charles
 
LA
 
—

 
610

 
746

 
—

 
1,356

 
57

 
7/31/2013
 
1990
Burger King
 
Metairie
 
LA
 
—

 
728

 
392

 
—

 
1,120

 
30

 
7/31/2013
 
1990
Burger King
 
Opelousas
 
LA
 
—

 
964

 
964

 
—

 
1,928

 
74

 
7/31/2013
 
1978
Burger King
 
Raceland
 
LA
 
—

 
356

 
533

 
—

 
889

 
41

 
7/31/2013
 
2000
Burger King
 
Amesbury
 
MA
 
—

 
835

 
1,217

 
—

 
2,052

 
104

 
6/27/2013
 
1977
Burger King
 
Springfield
 
MA
 
—

 
983

 
516

 
—

 
1,499

 
44

 
6/27/2013
 
1974
Burger King
 
Caribou
 
ME
 
—

 
770

 
440

 
—

 
1,210

 
36

 
6/27/2013
 
1995
Burger King
 
Belding
 
MI
 
—

 
221

 
411

 
—

 
632

 
32

 
7/31/2013
 
1994
Burger King
 
Detroit
 
MI
 
—

 
614

 
331

 
—

 
945

 
25

 
7/31/2013
 
1988

F-108
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Burger King
 
Grand Rapids
 
MI
 
—

 
490

 
545

 
—

 
1,035

 
44

 
6/27/2013
 
1995
Burger King
 
Grand Rapids
 
MI
 
—

 
260

 
780

 
—

 
1,040

 
63

 
6/27/2013
 
1995
Burger King
 
Grand Rapids
 
MI
 
—

 
346

 
807

 
—

 
1,153

 
62

 
7/31/2013
 
1985
Burger King
 
Holland
 
MI
 
—

 
420

 
707

 
—

 
1,127

 
57

 
6/27/2013
 
1995
Burger King
 
Hudsonville
 
MI
 
—

 
451

 
676

 
—

 
1,127

 
52

 
7/31/2013
 
1988
Burger King
 
Jenison
 
MI
 
—

 
233

 
349

 
—

 
582

 
27

 
7/31/2013
 
1994
Burger King
 
Kingsford
 
MI
 
—

 
53

 
1,015

 
—

 
1,068

 
78

 
7/31/2013
 
1983
Burger King
 
L'Anse
 
MI
 
—

 
32

 
616

 
—

 
648

 
47

 
7/31/2013
 
1999
Burger King
 
Menominee
 
MI
 
—

 
494

 
604

 
—

 
1,098

 
47

 
7/31/2013
 
1986
Burger King
 
Sparta
 
MI
 
—

 
640

 
570

 
—

 
1,210

 
46

 
6/27/2013
 
1995
Burger King
 
Spring Lake
 
MI
 
—

 
341

 
512

 
—

 
853

 
39

 
7/31/2013
 
1994
Burger King
 
Walker
 
MI
 
—

 
305

 
711

 
—

 
1,016

 
55

 
7/31/2013
 
1973
Burger King
 
Walled Lake
 
MI
 
—

 
470

 
433

 
—

 
903

 
35

 
6/27/2013
 
1995
Burger King
 
Warren
 
MI
 
—

 
248

 
745

 
—

 
993

 
57

 
7/31/2013
 
1987
Burger King
 
Hastings
 
MN
 
—

 
328

 
608

 
—

 
936

 
47

 
7/31/2013
 
1990
Burger King
 
Kansas CIty
 
MO
 
—

 
444

 
1,036

 
—

 
1,480

 
80

 
7/31/2013
 
1984
Burger King
 
Brandon
 
MS
 
—

 
649

 
1,513

 
—

 
2,162

 
129

 
6/27/2013
 
1981
Burger King
 
Clarksdale
 
MS
 
—

 
865

 
865

 
—

 
1,730

 
67

 
7/31/2013
 
1988
Burger King
 
Cleveland
 
MS
 
—

 
688

 
1,606

 
—

 
2,294

 
124

 
7/31/2013
 
1985
Burger King
 
Greenville
 
MS
 
—

 
573

 
1,337

 
—

 
1,910

 
103

 
7/31/2013
 
2004
Burger King
 
Greenville
 
MS
 
—

 
351

 
820

 
—

 
1,171

 
63

 
7/31/2013
 
1993
Burger King
 
Greenwood
 
MS
 
—

 
692

 
1,038

 
—

 
1,730

 
80

 
7/31/2013
 
1988
Burger King
 
Grenada
 
MS
 
—

 
536

 
805

 
—

 
1,341

 
62

 
7/31/2013
 
1989
Burger King
 
Natchez
 
MS
 
—

 
225

 
674

 
—

 
899

 
52

 
7/31/2013
 
1973
Burger King
 
Philadelphia
 
MS
 
—

 
402

 
939

 
—

 
1,341

 
72

 
7/31/2013
 
1993
Burger King
 
Yazoo City
 
MS
 
—

 
489

 
909

 
—

 
1,398

 
70

 
7/31/2013
 
1993
Burger King
 
Apex
 
NC
 
—

 
366

 
324

 
—

 
690

 
28

 
6/27/2013
 
1992
Burger King
 
Asheville
 
NC
 
—

 
728

 
595

 
—

 
1,323

 
46

 
7/31/2013
 
1982

F-109
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Burger King
 
Chadbourn
 
NC
 
—

 
353

 
797

 
—

 
1,150

 
68

 
6/27/2013
 
1999
Burger King
 
Charlotte
 
NC
 
—

 
1,105

 
1,372

 
—

 
2,477

 
117

 
6/27/2013
 
1997
Burger King
 
Claremont
 
NC
 
—

 
646

 
646

 
—

 
1,292

 
55

 
6/27/2013
 
2000
Burger King
 
Clinton
 
NC
 
—

 
494

 
801

 
—

 
1,295

 
68

 
6/27/2013
 
1999
Burger King
 
Dunn
 
NC
 
—

 
328

 
268

 
—

 
596

 
21

 
7/31/2013
 
1989
Burger King
 
Durham
 
NC
 
—

 
170

 
352

 
—

 
522

 
28

 
6/27/2013
 
1995
Burger King
 
Rockingham
 
NC
 
—

 
430

 
1,171

 
—

 
1,601

 
95

 
6/27/2013
 
1995
Burger King
 
Wilmington
 
NC
 
—

 
573

 
870

 
—

 
1,443

 
74

 
6/27/2013
 
1999
Burger King
 
Blair
 
NE
 
—

 
272

 
1,087

 
—

 
1,359

 
84

 
7/31/2013
 
1987
Burger King
 
Wahoo
 
NE
 
—

 
196

 
1,109

 
—

 
1,305

 
85

 
7/31/2013
 
1990
Burger King
 
Dover
 
NH
 
—

 
1,159

 
952

 
—

 
2,111

 
81

 
6/27/2013
 
1970
Burger King
 
Nashua
 
NH
 
—

 
655

 
655

 
—

 
1,310

 
50

 
7/31/2013
 
2008
Burger King
 
Edison
 
NJ
 
—

 
480

 
1,075

 
—

 
1,555

 
87

 
6/27/2013
 
1995
Burger King
 
Manahawkin
 
NJ
 
—

 
310

 
748

 
—

 
1,058

 
60

 
6/27/2013
 
1995
Burger King
 
Elko
 
NV
 
—

 
260

 
1,001

 
—

 
1,261

 
81

 
6/27/2013
 
1995
Burger King
 
Albany
 
NY
 
—

 
330

 
850

 
—

 
1,180

 
69

 
6/27/2013
 
1995
Burger King
 
Central Square
 
NY
 
—

 
500

 
1,189

 
—

 
1,689

 
96

 
6/27/2013
 
1995
Burger King
 
Cohoes
 
NY
 
—

 
270

 
563

 
—

 
833

 
46

 
6/27/2013
 
1995
Burger King
 
East Greenbush
 
NY
 
—

 
404

 
269

 
—

 
673

 
23

 
6/27/2013
 
1980
Burger King
 
Hamburg
 
NY
 
—

 
403

 
383

 
—

 
786

 
33

 
6/27/2013
 
1974
Burger King
 
Irondequoit
 
NY
 
—

 
988

 
659

 
—

 
1,647

 
51

 
7/31/2013
 
1980
Burger King
 
Montgomery
 
NY
 
—

 
480

 
1,042

 
—

 
1,522

 
84

 
6/27/2013
 
1995
Burger King
 
Schenectady
 
NY
 
—

 
380

 
936

 
—

 
1,316

 
76

 
6/27/2013
 
1995
Burger King
 
Syracuse
 
NY
 
—

 
606

 
606

 
—

 
1,212

 
47

 
7/31/2013
 
1986
Burger King
 
Cincinnati
 
OH
 
—

 
353

 
824

 
—

 
1,177

 
63

 
7/31/2013
 
1969
Burger King
 
Dayton
 
OH
 
—

 
569

 
466

 
—

 
1,035

 
36

 
7/31/2013
 
1990
Burger King
 
Mansfield
 
OH
 
—

 
191

 
766

 
—

 
957

 
59

 
7/31/2013
 
1985
Burger King
 
New Philadelphia
 
OH
 
—

 
419

 
779

 
—

 
1,198

 
60

 
7/31/2013
 
1986

F-110
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Burger King
 
Willoughby
 
OH
 
—

 
410

 
1,005

 
—

 
1,415

 
81

 
6/27/2013
 
1995
Burger King
 
Ardmore
 
OK
 
—

 
270

 
1,023

 
—

 
1,293

 
83

 
6/27/2013
 
1995
Burger King
 
Corvallis
 
OR
 
—

 
170

 
195

 
—

 
365

 
16

 
6/27/2013
 
1995
Burger King
 
Roseburg
 
OR
 
—

 
350

 
886

 
—

 
1,236

 
72

 
6/27/2013
 
1995
Burger King
 
Harrisburg
 
PA
 
—

 
619

 
412

 
—

 
1,031

 
32

 
7/31/2013
 
1985
Burger King
 
Old Forge
 
PA
 
—

 
390

 
905

 
—

 
1,295

 
73

 
6/27/2013
 
1995
Burger King
 
Gaffney
 
SC
 
—

 
370

 
880

 
—

 
1,250

 
71

 
6/27/2013
 
1995
Burger King
 
Greenville
 
SC
 
—

 
420

 
571

 
—

 
991

 
46

 
6/27/2013
 
1995
Burger King
 
North Augusta
 
SC
 
—

 
256

 
1,451

 
—

 
1,707

 
112

 
7/31/2013
 
1985
Burger King
 
North Augusta
 
SC
 
—

 
450

 
1,050

 
—

 
1,500

 
81

 
7/31/2013
 
1985
Burger King
 
Chattanooga
 
TN
 
—

 
740

 
1,591

 
—

 
2,331

 
129

 
6/27/2013
 
1995
Burger King
 
Chattanooga
 
TN
 
—

 
637

 
955

 
—

 
1,592

 
74

 
7/31/2013
 
1985
Burger King
 
Gallatin
 
TN
 
—

 
199

 
463

 
—

 
662

 
36

 
7/31/2013
 
1984
Burger King
 
Austin
 
TX
 
—

 
666

 
999

 
—

 
1,665

 
85

 
6/27/2013
 
1998
Burger King
 
Cleburne
 
TX
 
—

 
300

 
603

 
—

 
903

 
49

 
6/27/2013
 
1995
Burger King
 
Laredo
 
TX
 
—

 
684

 
1,026

 
—

 
1,710

 
79

 
7/31/2013
 
2002
Burger King
 
Texas City
 
TX
 
—

 
421

 
782

 
—

 
1,203

 
60

 
7/31/2013
 
1984
Burger King
 
Spanaway
 
WA
 
—

 
509

 
1,628

 
—

 
2,137

 
139

 
6/27/2013
 
1997
Burger King
 
Germantown
 
WI
 
—

 
644

 
1,300

 
—

 
1,944

 
111

 
6/27/2013
 
1986
Burger King
 
Marshfield
 
WI
 
—

 
232

 
885

 
—

 
1,117

 
76

 
6/27/2013
 
1986
Burger King
 
Rhinelander
 
WI
 
—

 
260

 
606

 
—

 
866

 
47

 
7/31/2013
 
1986
Burger King
 
Weston
 
WI
 
—

 
329

 
718

 
—

 
1,047

 
61

 
6/27/2013
 
1987
Burger King
 
Bluefield
 
WV
 
—

 
210

 
1,163

 
—

 
1,373

 
94

 
6/27/2013
 
1995
Burnie Bistro's
 
Clearwater
 
FL
 
—

 
25

 
14

 
—

 
39

 
1

 
7/31/2013
 
1987


F-111
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Cactus Wellhead
 
Williston
 
ND
 
—

 
72

 
3,735

 
—

 
3,807

 
73

 
7/24/2014
 
2011
Cactus Wellhead
 
DuBois
 
PA
 
—

 
129

 
2,542

 
—

 
2,671

 
61

 
6/12/2014
 
2012
Cactus Wellhead
 
Center
 
TX
 
—

 
115

 
1,886

 
—

 
2,001

 
45

 
6/12/2014
 
2011
Cactus Wellhead
 
Pleasanton
 
TX
 
—

 
144

 
2,908

 
—

 
3,052

 
71

 
6/12/2014
 
2011
Cadbury Holdings
 
Whippany
 
NJ
 
—

 
2,767

 
38,018

 
—

 
40,785

 
2,054

 
11/5/2013
 
2004
Caleb Brett USA
 
Deer Park
 
TX
 
2,937

 
588

 
3,210

 
—

 
3,798

 
141

 
2/21/2014
 
1995
California Pizza Kitchen
 
Paradise Valley
 
AZ
 
—

 
2,285

 
1,480

 
—

 
3,765

 
86

 
2/7/2014
 
1994
California Pizza Kitchen
 
Alpharetta
 
GA
 
—

 
1,279

 
3,249

 
—

 
4,528

 
170

 
2/7/2014
 
1994
California Pizza Kitchen
 
Atlanta
 
GA
 
—

 
2,307

 
1,857

 
—

 
4,164

 
105

 
2/7/2014
 
1993
California Pizza Kitchen
 
Schaumburg
 
IL
 
—

 
1,180

 
3,179

 
—

 
4,359

 
167

 
2/7/2014
 
1995
California Pizza Kitchen
 
Grapevine
 
TX
 
—

 
1,544

 
2,250

 
—

 
3,794

 
120

 
2/7/2014
 
1994
Canon Solutions America, Inc.
 
Itasca
 
IL
 
10,061

 
3,102

 
10,922

 
10

 
14,034

 
266

 
2/21/2014
 
1974
Capital Region Minority Supplier Development Council
 
Silver Spring
 
MD
 
—

 
—

 
188

 
2,378

 
2,566

 
—

 
11/5/2013
 
1972
CapNet Securities
 
Houston
 
TX
 
19,525

 
2,356

 
36,347

 
—

 
38,703

 
1,993

 
11/5/2013
 
2009
Captain D's
 
Statesboro
 
GA
 
—

 
350

 
401

 
—

 
751

 
32

 
6/27/2013
 
1995
Captain D's
 
Florence
 
KY
 
—

 
248

 
325

 
—

 
573

 
28

 
6/27/2013
 
1981
Captain D's
 
Southaven
 
MS
 
—

 
270

 
564

 
—

 
834

 
46

 
6/27/2013
 
1995
Captain D's
 
Memphis
 
TN
 
—

 
230

 
338

 
—

 
568

 
27

 
6/27/2013
 
1995
Captain D's
 
Dallas
 
TX
 
—

 
160

 
535

 
—

 
695

 
43

 
6/27/2013
 
1995
Captain D's
 
Duncanville
 
TX
 
—

 
295

 
246

 
—

 
541

 
21

 
6/27/2013
 
1982
Captain D's
 
Grand Prairie
 
TX
 
—

 
260

 
338

 
—

 
598

 
27

 
6/27/2013
 
1995
Cargill
 
Blair
 
NE
 
2,515

 
627

 
4,989

 
—

 
5,616

 
194

 
2/7/2014
 
2009
Caribou Coffee
 
Grosse Pointe Woods
 
MI
 
—

 
140

 
1,046

 
—

 
1,186

 
85

 
6/27/2013
 
1995
Carlos O’Kelley’s Mexican Café
 
Mason City
 
IA
 
—

 
290

 
1,255

 
—

 
1,545

 
105

 
6/27/2013
 
1995
Carlos O’Kelley’s Mexican Café
 
Bloomington
 
IL
 
—

 
270

 
1,375

 
—

 
1,645

 
115

 
6/27/2013
 
1995
Carl's Jr.
 
Purcell
 
OK
 
—

 
77

 
513

 
—

 
590

 
44

 
6/27/2013
 
1980
CarMax
 
Henderson
 
NV
 
—

 
8,542

 
10,396

 
—

 
18,938

 
509

 
2/7/2014
 
2002
CarMax
 
Austin
 
TX
 
9,900

 
5,461

 
16,940

 
—

 
22,401

 
746

 
2/7/2014
 
2004
Carmike Cinemas
 
Athens
 
GA
 
5,403

 
3,056

 
6,638

 
—

 
9,694

 
317

 
2/21/2014
 
1999
Carrabba's
 
Scottsdale
 
AZ
 
—

 
1,350

 
1,847

 
—

 
3,197

 
72

 
2/7/2014
 
2000
Carrabba's
 
Louisville
 
CO
 
—

 
1,083

 
1,400

 
—

 
2,483

 
73

 
2/7/2014
 
2000
Carrabba's
 
Tampa
 
FL
 
—

 
1,650

 
2,085

 
—

 
3,735

 
113

 
2/7/2014
 
1994

F-112
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Carrabba's
 
Duluth
 
GA
 
—

 
836

 
2,881

 
—

 
3,717

 
152

 
2/7/2014
 
2004
Carrabba's
 
Bowie
 
MD
 
—

 
1,429

 
1,036

 
—

 
2,465

 
101

 
2/7/2014
 
2003
Carrabba's
 
Brooklyn
 
OH
 
—

 
1,187

 
2,212

 
—

 
3,399

 
111

 
2/7/2014
 
2002
Carrabba's
 
Washington Twnshp
 
OH
 
—

 
906

 
1,859

 
—

 
2,765

 
102

 
2/7/2014
 
2001
Carrabba's
 
Columbia
 
SC
 
—

 
1,159

 
2,164

 
—

 
3,323

 
112

 
2/7/2014
 
2000
Carrabba's
 
Johnson City
 
TN
 
—

 
771

 
2,536

 
—

 
3,307

 
143

 
2/7/2014
 
2003
Casa Del Rio
 
Wadsworth
 
OH
 
—

 
130

 
389

 
—

 
519

 
34

 
7/31/2013
 
1971
Cashland
 
Celina
 
OH
 
—

 
108

 
132

 
—

 
240

 
11

 
7/31/2013
 
1995
Castle Dental
 
Murfreesboro
 
TN
 
—

 
256

 
256

 
—

 
512

 
22

 
7/31/2013
 
1996
Cequent Trailer Products
 
Mosinee
 
WI
 
4,334

 
1,799

 
4,635

 
—

 
6,434

 
204

 
2/21/2014
 
1992
Chappala Mexican Restaurant
 
Nampa
 
ID
 
—

 
473

 
692

 
—

 
1,165

 
61

 
6/27/2013
 
1998
Charleston's
 
Carmel
 
IN
 
—

 
140

 
3,016

 
—

 
3,156

 
252

 
6/27/2013
 
1995
Charter Fitness
 
Glendale Heights
 
IL
 
4,661

 
1,019

 
3,926

 
—

 
4,945

 
200

 
2/21/2014
 
1987
Check City
 
Taylorsville
 
UT
 
—

 
180

 
953

 
—

 
1,133

 
80

 
6/27/2013
 
1995
Checkers
 
Huntsville
 
AL
 
—

 
689

 
—

 
—

 
689

 
—

 
6/27/2013
 
1995
Checkers
 
Hollywood
 
FL
 
—

 
160

 
2,220

 
—

 
2,380

 
186

 
6/27/2013
 
1995
Checkers
 
Jacksonville
 
FL
 
—

 
731

 
1,096

 
—

 
1,827

 
84

 
7/31/2013
 
1993
Checkers
 
Lauderhill
 
FL
 
—

 
280

 
1,951

 
—

 
2,231

 
163

 
6/27/2013
 
1995
Checkers
 
Miami
 
FL
 
—

 
621

 
—

 
—

 
621

 
—

 
7/31/2013
 
1993
Checkers
 
Orlando
 
FL
 
—

 
1,033

 
—

 
—

 
1,033

 
—

 
7/31/2013
 
1995
Checkers
 
Plantation
 
FL
 
—

 
220

 
1,461

 
—

 
1,681

 
122

 
6/27/2013
 
1995
Checkers
 
Tampa
 
FL
 
—

 
736

 
—

 
—

 
736

 
—

 
6/27/2013
 
1995
Checkers
 
Fayetteville
 
GA
 
—

 
681

 
—

 
—

 
681

 
—

 
6/27/2013
 
1995
Chedder's Casual Cafe
 
Brandon
 
FL
 
—

 
860

 
3,071

 
—

 
3,931

 
271

 
6/27/2013
 
2003
Chedder's Casual Cafe
 
Bolingbrook
 
IL
 
—

 
1,344

 
1,760

 
—

 
3,104

 
156

 
6/27/2013
 
1997
Chedder's Casual Cafe
 
Lubbock
 
TX
 
—

 
1,053

 
2,345

 
—

 
3,398

 
207

 
6/27/2013
 
1997
Chevy's
 
Miami
 
FL
 
—

 
1,455

 
783

 
—

 
2,238

 
68

 
7/31/2013
 
1995
Chevy's
 
Greenbelt
 
MD
 
—

 
530

 
2,399

 
—

 
2,929

 
201

 
6/27/2013
 
1995
Chevy's
 
Lake Oswego
 
OR
 
—

 
590

 
1,693

 
—

 
2,283

 
142

 
6/27/2013
 
1995
Chicago Bridge & Iron
 
Baton Rouge
 
LA
 
—

 
1,695

 
12,360

 
—

 
14,055

 
450

 
3/28/2014
 
2006
Chicago Steak & Lemonade
 
Louisville
 
KY
 
—

 
195

 
18

 
—

 
213

 
2

 
6/27/2013
 
1980
Chicago Style Gyros
 
Nashville
 
TN
 
—

 
201

 
134

 
—

 
335

 
10

 
7/31/2013
 
1986

F-113
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Children's Courtyard
 
Grand Prairie
 
TX
 
—

 
367

 
1,055

 
—

 
1,422

 
50

 
2/7/2014
 
1999
Childtime Childcare
 
Modesto
 
CA
 
—

 
280

 
1,524

 
—

 
1,804

 
70

 
2/7/2014
 
1988
Childtime Childcare
 
Bedford
 
OH
 
—

 
111

 
852

 
—

 
963

 
43

 
2/7/2014
 
1979
Childtime Childcare
 
Oklahoma City
 
OK
 
—

 
124

 
796

 
—

 
920

 
40

 
2/7/2014
 
1985
Childtime Childcare
 
Oklahoma City
 
OK
 
—

 
108

 
793

 
—

 
901

 
38

 
2/7/2014
 
1986
Chilis
 
Fayetteville
 
AR
 
—

 
1,370

 
1,714

 
—

 
3,084

 
143

 
6/27/2013
 
1995
Chilis
 
Boise
 
ID
 
—

 
400

 
751

 
—

 
1,151

 
63

 
6/27/2013
 
1995
Chilis
 
East Peoria
 
IL
 
—

 
1,023

 
2,347

 
—

 
3,370

 
207

 
6/27/2013
 
2003
Chilis
 
Flanders
 
NJ
 
1,508

 
1,402

 
842

 
—

 
2,244

 
71

 
2/7/2014
 
2003
Chilis
 
Mt. Laurel
 
NJ
 
1,447

 
1,332

 
1,792

 
—

 
3,124

 
65

 
2/7/2014
 
2004
Chilis
 
Amarillo
 
TX
 
—

 
811

 
1,893

 
—

 
2,704

 
164

 
7/31/2013
 
1984
Chilis
 
Riverdale
 
UT
 
—

 
800

 
899

 
—

 
1,699

 
75

 
6/27/2013
 
1995
Chilis
 
Cheyenne
 
WY
 
—

 
270

 
815

 
—

 
1,085

 
68

 
6/27/2013
 
1995
China 1
 
Bay City
 
TX
 
—

 
229

 
124

 
—

 
353

 
10

 
7/31/2013
 
1985
China Buffet
 
Alvin
 
TX
 
—

 
110

 
299

 
—

 
409

 
26

 
6/27/2013
 
1982
China Buffet
 
Angleton
 
TX
 
—

 
127

 
272

 
—

 
399

 
24

 
6/27/2013
 
1982
China King
 
Belen
 
NM
 
—

 
94

 
94

 
—

 
188

 
8

 
6/27/2013
 
1980
Chipper's Grill
 
Streator
 
IL
 
—

 
190

 
255

 
—

 
445

 
21

 
6/27/2013
 
1995
Church's Chicken
 
Atmore
 
AL
 
—

 
144

 
574

 
—

 
718

 
44

 
7/31/2013
 
1976
Church's Chicken
 
Bay Minette
 
AL
 
—

 
134

 
757

 
—

 
891

 
58

 
7/31/2013
 
2003
Church's Chicken
 
Flomaton
 
AL
 
—

 
173

 
518

 
—

 
691

 
40

 
7/31/2013
 
1981
Church's Chicken
 
Jackson
 
AL
 
—

 
127

 
719

 
—

 
846

 
55

 
7/31/2013
 
1982
Church's Chicken
 
Orlando
 
FL
 
—

 
254

 
380

 
—

 
634

 
29

 
7/31/2013
 
1984
Church's Chicken
 
Augusta
 
GA
 
—

 
178

 
533

 
—

 
711

 
41

 
7/31/2013
 
1981
Church's Chicken
 
Augusta
 
GA
 
—

 
256

 
597

 
—

 
853

 
46

 
7/31/2013
 
1976
Church's Chicken
 
Augusta
 
GA
 
—

 
178

 
414

 
—

 
592

 
32

 
7/31/2013
 
1978
Church's Chicken
 
Augusta
 
GA
 
—

 
196

 
458

 
—

 
654

 
35

 
7/31/2013
 
1984
Church's Chicken
 
Bowling Green
 
KY
 
—

 
100

 
156

 
—

 
256

 
13

 
6/27/2013
 
1984
Church's Chicken
 
Anderson
 
SC
 
—

 
647

 
277

 
—

 
924

 
21

 
7/31/2013
 
1981
Church's Chicken
 
Charleston
 
SC
 
—

 
421

 
344

 
—

 
765

 
26

 
7/31/2013
 
1973
Church's Chicken
 
Charleston
 
SC
 
—

 
500

 
167

 
—

 
667

 
13

 
7/31/2013
 
1979
Church's Chicken
 
Columbia
 
SC
 
—

 
437

 
437

 
—

 
874

 
34

 
7/31/2013
 
1978

F-114
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Church's Chicken
 
Columbia
 
SC
 
—

 
231

 
428

 
—

 
659

 
33

 
7/31/2013
 
1977
Church's Chicken
 
Greenville
 
SC
 
—

 
280

 
342

 
—

 
622

 
26

 
7/31/2013
 
1970
Church's Chicken
 
Greenville
 
SC
 
—

 
254

 
472

 
—

 
726

 
36

 
7/31/2013
 
2009
Church's Chicken
 
Greenville
 
SC
 
—

 
325

 
487

 
—

 
812

 
37

 
7/31/2013
 
1984
Church's Chicken
 
Greenwood
 
SC
 
—

 
188

 
349

 
—

 
537

 
27

 
7/31/2013
 
2002
Church's Chicken
 
North Charleston
 
SC
 
—

 
302

 
302

 
—

 
604

 
23

 
7/31/2013
 
1976
Church's Chicken
 
North Charleston
 
SC
 
—

 
407

 
407

 
—

 
814

 
31

 
7/31/2013
 
1977
Church's Chicken
 
Orangeburg
 
SC
 
—

 
407

 
271

 
—

 
678

 
21

 
7/31/2013
 
1985
Church's Chicken
 
Spartanburg
 
SC
 
—

 
411

 
274

 
—

 
685

 
21

 
7/31/2013
 
1972
Church's Chicken
 
Spartanburg
 
SC
 
—

 
350

 
525

 
—

 
875

 
40

 
7/31/2013
 
1978
Church's Chicken
 
Nashville
 
TN
 
—

 
186

 
186

 
—

 
372

 
14

 
7/31/2013
 
1980
Cigna
 
Phoenix
 
AZ
 
—

 
6,194

 
16,215

 
—

 
22,409

 
682

 
2/7/2014
 
2012
Cigna
 
Plano
 
TX
 
—

 
10,036

 
42,676

 
—

 
52,712

 
1,815

 
2/7/2014
 
2009
Cimarex Energy
 
Tulsa
 
OK
 
29,954

 
1,253

 
70,274

 
974

 
72,501

 
3,714

 
11/5/2013
 
1995
CineMagic Theatre
 
Rochester
 
MN
 
—

 
677

 
2,706

 
—

 
3,383

 
95

 
5/19/2014
 
2002
Circle K
 
Phoenix
 
AZ
 
—

 
344

 
1,377

 
—

 
1,721

 
203

 
5/4/2012
 
1986
Circle K
 
Martinez
 
GA
 
—

 
348

 
813

 
—

 
1,161

 
108

 
8/28/2012
 
2003
Circle K
 
Martinez
 
GA
 
—

 
293

 
329

 
—

 
622

 
7

 
9/26/2014
 
1993
Circle K
 
Thomson
 
GA
 
—

 
637

 
340

 
—

 
977

 
8

 
9/26/2014
 
1990
Circle K
 
Akron
 
OH
 
—

 
675

 
1,254

 
—

 
1,929

 
161

 
9/27/2012
 
1996
Citizens Bank
 
Colchester
 
CT
 
—

 
185

 
1,049

 
—

 
1,234

 
129

 
9/28/2012
 
2012
Citizens Bank
 
Deep River
 
CT
 
—

 
453

 
1,812

 
—

 
2,265

 
223

 
9/28/2012
 
1851
Citizens Bank
 
East Hampton
 
CT
 
765

 
312

 
935

 
—

 
1,247

 
136

 
4/26/2012
 
1984
Citizens Bank
 
East Lyme
 
CT
 
—

 
258

 
1,032

 
—

 
1,290

 
127

 
9/28/2012
 
1972
Citizens Bank
 
Hamden
 
CT
 
—

 
581

 
475

 
—

 
1,056

 
58

 
9/28/2012
 
1995
Citizens Bank
 
Higganum
 
CT
 
631

 
171

 
971

 
—

 
1,142

 
276

 
8/1/2010
 
1995
Citizens Bank
 
Montville
 
CT
 
—

 
413

 
2,342

 
—

 
2,755

 
288

 
9/28/2012
 
1984
Citizens Bank
 
New London
 
CT
 
—

 
94

 
534

 
—

 
628

 
152

 
8/1/2010
 
1995
Citizens Bank
 
Stonington
 
CT
 
—

 
190

 
1,079

 
—

 
1,269

 
133

 
9/28/2012
 
1984
Citizens Bank
 
Stonington
 
CT
 
—

 
104

 
937

 
—

 
1,041

 
102

 
12/14/2012
 
1982
Citizens Bank
 
Lewes
 
DE
 
—

 
102

 
916

 
—

 
1,018

 
92

 
2/22/2013
 
1968
Citizens Bank
 
Smyrna
 
DE
 
674

 
183

 
1,036

 
—

 
1,219

 
286

 
8/1/2010
 
1995

F-115
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Wilmington
 
DE
 
431

 
250

 
464

 
—

 
714

 
67

 
4/26/2012
 
1950
Citizens Bank
 
Wilmington
 
DE
 
366

 
299

 
299

 
—

 
598

 
43

 
4/26/2012
 
1967
Citizens Bank
 
Alsip
 
IL
 
—

 
226

 
1,280

 
—

 
1,506

 
364

 
8/1/2010
 
1981
Citizens Bank
 
Calumet City
 
IL
 
334

 
168

 
393

 
—

 
561

 
57

 
4/26/2012
 
1975
Citizens Bank
 
Chicago
 
IL
 
172

 
189

 
81

 
—

 
270

 
12

 
4/26/2012
 
1990
Citizens Bank
 
Chicago
 
IL
 
—

 
267

 
1,511

 
—

 
1,778

 
430

 
8/1/2010
 
1923
Citizens Bank
 
Chicago
 
IL
 
—

 
191

 
1,082

 
—

 
1,273

 
308

 
8/1/2010
 
1979
Citizens Bank
 
Chicago Heights
 
IL
 
—

 
182

 
1,637

 
—

 
1,819

 
172

 
1/24/2013
 
1996
Citizens Bank
 
Elmwood Park
 
IL
 
—

 
431

 
2,441

 
—

 
2,872

 
660

 
8/1/2010
 
1984
Citizens Bank
 
Evergreen Park
 
IL
 
—

 
167

 
944

 
—

 
1,111

 
269

 
8/1/2010
 
1984
Citizens Bank
 
Lyons
 
IL
 
—

 
214

 
1,212

 
—

 
1,426

 
345

 
8/1/2010
 
1959
Citizens Bank
 
Olympia Fields
 
IL
 
1,292

 
426

 
1,704

 
—

 
2,130

 
247

 
4/26/2012
 
1974
Citizens Bank
 
Orland Hills
 
IL
 
2,646

 
1,253

 
2,327

 
—

 
3,580

 
255

 
12/14/2012
 
1995
Citizens Bank
 
Westchester
 
IL
 
—

 
366

 
853

 
—

 
1,219

 
86

 
2/22/2013
 
1986
Citizens Bank
 
Wilmington
 
IL
 
—

 
330

 
1,872

 
—

 
2,202

 
496

 
8/1/2010
 
1966
Citizens Bank
 
Dorchester
 
MA
 
485

 
386

 
386

 
—

 
772

 
56

 
4/26/2012
 
1960
Citizens Bank
 
Ludlow
 
MA
 
—

 
810

 
540

 
—

 
1,350

 
66

 
9/28/2012
 
1995
Citizens Bank
 
Malden
 
MA
 
—

 
488

 
596

 
—

 
1,084

 
73

 
9/28/2012
 
1920
Citizens Bank
 
Malden
 
MA
 
1,697

 
484

 
1,935

 
—

 
2,419

 
238

 
9/28/2012
 
1988
Citizens Bank
 
Medford
 
MA
 
1,194

 
589

 
1,094

 
—

 
1,683

 
134

 
9/28/2012
 
1938
Citizens Bank
 
Milton
 
MA
 
2,244

 
619

 
2,476

 
—

 
3,095

 
271

 
12/14/2012
 
1968
Citizens Bank
 
New Bedford
 
MA
 
—

 
297

 
694

 
—

 
991

 
85

 
9/28/2012
 
1983
Citizens Bank
 
Randolph
 
MA
 
1,383

 
480

 
1,439

 
—

 
1,919

 
177

 
9/28/2012
 
1979
Citizens Bank
 
Somerville
 
MA
 
—

 
561

 
561

 
—

 
1,122

 
69

 
9/28/2012
 
1940
Citizens Bank
 
South Dennis
 
MA
 
—

 
—

 
1,294

 
—

 
1,294

 
142

 
12/14/2012
 
1986
Citizens Bank
 
Springfield
 
MA
 
—

 
187

 
747

 
—

 
934

 
65

 
5/10/2013
 
1975
Citizens Bank
 
Tewksbury
 
MA
 
813

 
266

 
1,063

 
—

 
1,329

 
154

 
4/26/2012
 
1998
Citizens Bank
 
Wilbraham
 
MA
 
458

 
148

 
591

 
—

 
739

 
86

 
4/26/2012
 
1967
Citizens Bank
 
Winthrop
 
MA
 
—

 
390

 
724

 
—

 
1,114

 
89

 
9/28/2012
 
1974
Citizens Bank
 
Woburn
 
MA
 
—

 
350

 
816

 
—

 
1,166

 
89

 
12/14/2012
 
1991
Citizens Bank
 
Clinton Township
 
MI
 
—

 
574

 
3,250

 
—

 
3,824

 
930

 
8/1/2010
 
1970


F-116
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Dearborn
 
MI
 
—

 
434

 
2,461

 
—

 
2,895

 
652

 
8/1/2010
 
1977
Citizens Bank
 
Dearborn
 
MI
 
—

 
385

 
2,184

 
—

 
2,569

 
579

 
8/1/2010
 
1974
Citizens Bank
 
Detroit
 
MI
 
—

 
112

 
636

 
—

 
748

 
183

 
8/1/2010
 
1958
Citizens Bank
 
Detroit
 
MI
 
—

 
204

 
1,159

 
—

 
1,363

 
334

 
8/1/2010
 
1956
Citizens Bank
 
Farmington
 
MI
 
—

 
303

 
707

 
—

 
1,010

 
77

 
12/14/2012
 
1962
Citizens Bank
 
Grosse Pointe
 
MI
 
—

 
410

 
2,322

 
—

 
2,732

 
652

 
8/1/2010
 
1975
Citizens Bank
 
Harper Woods
 
MI
 
—

 
207

 
1,171

 
—

 
1,378

 
337

 
8/1/2010
 
1982
Citizens Bank
 
Highland Park
 
MI
 
—

 
150

 
848

 
—

 
998

 
244

 
8/1/2010
 
1967
Citizens Bank
 
Lathrup Village
 
MI
 
—

 
283

 
1,602

 
—

 
1,885

 
456

 
8/1/2010
 
1980
Citizens Bank
 
Livonia
 
MI
 
—

 
261

 
1,476

 
—

 
1,737

 
425

 
8/1/2010
 
1959
Citizens Bank
 
Richmond
 
MI
 
—

 
168

 
951

 
—

 
1,119

 
274

 
8/1/2010
 
1980
Citizens Bank
 
Southfield
 
MI
 
—

 
283

 
1,605

 
—

 
1,888

 
459

 
8/1/2010
 
1975
Citizens Bank
 
St. Clair Shores
 
MI
 
—

 
309

 
1,748

 
—

 
2,057

 
503

 
8/1/2010
 
1960
Citizens Bank
 
Troy
 
MI
 
—

 
312

 
935

 
—

 
1,247

 
102

 
12/14/2012
 
1980
Citizens Bank
 
Utica
 
MI
 
—

 
376

 
2,133

 
—

 
2,509

 
599

 
8/1/2010
 
1982
Citizens Bank
 
Warren
 
MI
 
—

 
178

 
1,009

 
—

 
1,187

 
287

 
8/1/2010
 
1963
Citizens Bank
 
Keene
 
NH
 
1,885

 
132

 
2,511

 
—

 
2,643

 
275

 
12/14/2012
 
1900
Citizens Bank
 
Manchester
 
NH
 
—

 
640

 
782

 
—

 
1,422

 
96

 
9/28/2012
 
1941
Citizens Bank
 
Manchester
 
NH
 
—

 
—

 
1,568

 
—

 
1,568

 
172

 
12/14/2012
 
1995
Citizens Bank
 
Ossipee
 
NH
 
269

 
176

 
264

 
—

 
440

 
38

 
4/26/2012
 
1980
Citizens Bank
 
Pelham
 
NH
 
280

 
113

 
340

 
—

 
453

 
49

 
4/26/2012
 
1983
Citizens Bank
 
Pittsfield
 
NH
 
—

 
160

 
908

 
—

 
1,068

 
258

 
8/1/2010
 
1976
Citizens Bank
 
Rollinsford
 
NH
 
—

 
78

 
444

 
—

 
522

 
126

 
8/1/2010
 
1977
Citizens Bank
 
Salem
 
NH
 
—

 
328

 
1,312

 
—

 
1,640

 
144

 
12/14/2012
 
1980
Citizens Bank
 
Haddon Heights
 
NJ
 
—

 
316

 
948

 
—

 
1,264

 
74

 
7/23/2013
 
1965
Citizens Bank
 
Marlton
 
NJ
 
781

 
444

 
825

 
—

 
1,269

 
120

 
4/26/2012
 
1988
Citizens Bank
 
Albany
 
NY
 
823

 
232

 
1,315

 
—

 
1,547

 
348

 
8/1/2010
 
1960
Citizens Bank
 
Amherst
 
NY
 
881

 
238

 
1,348

 
—

 
1,586

 
364

 
8/1/2010
 
1965

F-117
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
East Aurora
 
NY
 
599

 
162

 
919

 
—

 
1,081

 
248

 
8/1/2010
 
1996
Citizens Bank
 
Greene
 
NY
 
768

 
216

 
1,227

 
—

 
1,443

 
325

 
8/1/2010
 
1981
Citizens Bank
 
Johnstown
 
NY
 
578

 
163

 
923

 
—

 
1,086

 
245

 
8/1/2010
 
1973
Citizens Bank
 
Port Jervis
 
NY
 
531

 
143

 
811

 
—

 
954

 
224

 
8/1/2010
 
1995
Citizens Bank
 
Rochester
 
NY
 
616

 
166

 
943

 
—

 
1,109

 
255

 
8/1/2010
 
1962
Citizens Bank
 
Schenectady
 
NY
 
1,036

 
292

 
1,655

 
—

 
1,947

 
439

 
8/1/2010
 
1974
Citizens Bank
 
Vails Gate
 
NY
 
1,008

 
284

 
1,610

 
—

 
1,894

 
427

 
8/1/2010
 
1995
Citizens Bank
 
Whitesboro
 
NY
 
463

 
130

 
739

 
—

 
869

 
196

 
8/1/2010
 
1995
Citizens Bank
 
Alliance
 
OH
 
—

 
204

 
1,156

 
—

 
1,360

 
335

 
8/1/2010
 
1972
Citizens Bank
 
Bedford
 
OH
 
533

 
175

 
699

 
—

 
874

 
101

 
4/26/2012
 
2005
Citizens Bank
 
Boardman
 
OH
 
—

 
280

 
1,589

 
—

 
1,869

 
460

 
8/1/2010
 
1984
Citizens Bank
 
Broadview Heights
 
OH
 
—

 
201

 
1,140

 
—

 
1,341

 
314

 
8/1/2010
 
1982
Citizens Bank
 
Brunswick
 
OH
 
—

 
186

 
1,057

 
—

 
1,243

 
306

 
8/1/2010
 
2004
Citizens Bank
 
Cleveland
 
OH
 
—

 
239

 
1,357

 
—

 
1,596

 
393

 
8/1/2010
 
1973
Citizens Bank
 
Cleveland
 
OH
 
—

 
210

 
1,190

 
—

 
1,400

 
345

 
8/1/2010
 
1950
Citizens Bank
 
Cleveland
 
OH
 
—

 
182

 
1,031

 
—

 
1,213

 
299

 
8/1/2010
 
1930
Citizens Bank
 
Fairlawn
 
OH
 
1,885

 
511

 
2,045

 
—

 
2,556

 
224

 
12/14/2012
 
1979
Citizens Bank
 
Lakewood
 
OH
 
—

 
196

 
1,111

 
—

 
1,307

 
294

 
8/1/2010
 
1985
Citizens Bank
 
Louisville
 
OH
 
—

 
191

 
1,080

 
—

 
1,271

 
313

 
8/1/2010
 
1960
Citizens Bank
 
Massillon
 
OH
 
—

 
287

 
1,624

 
—

 
1,911

 
470

 
8/1/2010
 
1995
Citizens Bank
 
Massillon
 
OH
 
—

 
212

 
1,202

 
—

 
1,414

 
348

 
8/1/2010
 
1958
Citizens Bank
 
Mentor
 
OH
 
—

 
178

 
1,011

 
—

 
1,189

 
288

 
8/1/2010
 
1976
Citizens Bank
 
Northfield
 
OH
 
—

 
317

 
1,797

 
—

 
2,114

 
511

 
8/1/2010
 
1969
Citizens Bank
 
Parma
 
OH
 
608

 
248

 
744

 
—

 
992

 
108

 
4/26/2012
 
1972
Citizens Bank
 
Parma
 
OH
 
—

 
475

 
581

 
—

 
1,056

 
64

 
12/14/2012
 
1971
Citizens Bank
 
Parma Heights
 
OH
 
—

 
426

 
638

 
—

 
1,064

 
70

 
12/14/2012
 
1957
Citizens Bank
 
Rocky River
 
OH
 
—

 
283

 
1,602

 
—

 
1,885

 
424

 
8/1/2010
 
1972
Citizens Bank
 
South Russell
 
OH
 
—

 
106

 
957

 
—

 
1,063

 
105

 
12/14/2012
 
1981

F-118
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Wadsworth
 
OH
 
—

 
158

 
893

 
—

 
1,051

 
259

 
8/1/2010
 
1960
Citizens Bank
 
Willoughby
 
OH
 
—

 
395

 
2,239

 
—

 
2,634

 
637

 
8/1/2010
 
1920
Citizens Bank
 
Aliquippa
 
PA
 
—

 
138

 
782

 
—

 
920

 
86

 
12/14/2012
 
1953
Citizens Bank
 
Allison Park
 
PA
 
—

 
314

 
733

 
—

 
1,047

 
90

 
9/28/2012
 
1972
Citizens Bank
 
Altoona
 
PA
 
—

 
153

 
459

 
—

 
612

 
50

 
12/14/2012
 
1971
Citizens Bank
 
Ambridge
 
PA
 
762

 
215

 
1,217

 
—

 
1,432

 
322

 
8/1/2010
 
1925
Citizens Bank
 
Ashley
 
PA
 
—

 
225

 
675

 
—

 
900

 
74

 
12/14/2012
 
1928
Citizens Bank
 
Beaver Falls
 
PA
 
—

 
138

 
553

 
—

 
691

 
68

 
9/28/2012
 
1995
Citizens Bank
 
Butler
 
PA
 
—

 
286

 
1,144

 
—

 
1,430

 
125

 
12/14/2012
 
1966
Citizens Bank
 
Camp Hill
 
PA
 
—

 
430

 
645

 
—

 
1,075

 
71

 
12/14/2012
 
1971
Citizens Bank
 
Carlisle
 
PA
 
468

 
234

 
546

 
—

 
780

 
79

 
4/26/2012
 
1960
Citizens Bank
 
Carnegie
 
PA
 
—

 
73

 
1,396

 
—

 
1,469

 
153

 
12/14/2012
 
1920
Citizens Bank
 
Dallas
 
PA
 
—

 
213

 
1,205

 
—

 
1,418

 
148

 
9/28/2012
 
1949
Citizens Bank
 
Dillsburg
 
PA
 
—

 
232

 
926

 
—

 
1,158

 
101

 
12/14/2012
 
1935
Citizens Bank
 
Drexel Hill
 
PA
 
—

 
266

 
1,064

 
—

 
1,330

 
116

 
12/14/2012
 
1950
Citizens Bank
 
Erie
 
PA
 
—

 
168

 
671

 
—

 
839

 
73

 
12/14/2012
 
1954
Citizens Bank
 
Ford City
 
PA
 
—

 
89

 
802

 
—

 
891

 
88

 
12/14/2012
 
1975
Citizens Bank
 
Glenside
 
PA
 
1,257

 
343

 
1,370

 
—

 
1,713

 
119

 
5/22/2013
 
1958
Citizens Bank
 
Greensburg
 
PA
 
—

 
45

 
861

 
—

 
906

 
94

 
12/14/2012
 
1957
Citizens Bank
 
Grove City
 
PA
 
323

 
292

 
239

 
—

 
531

 
35

 
4/26/2012
 
1977
Citizens Bank
 
Grove City
 
PA
 
506

 
41

 
782

 
—

 
823

 
114

 
4/26/2012
 
1920
Citizens Bank
 
Harrisburg
 
PA
 
560

 
512

 
419

 
—

 
931

 
61

 
4/26/2012
 
1967
Citizens Bank
 
Havertown
 
PA
 
—

 
219

 
875

 
—

 
1,094

 
107

 
9/28/2012
 
2003
Citizens Bank
 
Highspire
 
PA
 
—

 
216

 
649

 
—

 
865

 
71

 
12/14/2012
 
1974
Citizens Bank
 
Homestead
 
PA
 
—

 
202

 
807

 
—

 
1,009

 
99

 
9/28/2012
 
1960
Citizens Bank
 
Kingston
 
PA
 
—

 
404

 
943

 
—

 
1,347

 
103

 
12/14/2012
 
1977
Citizens Bank
 
Kittanning
 
PA
 
—

 
56

 
1,060

 
—

 
1,116

 
116

 
12/14/2012
 
1889
Citizens Bank
 
Kutztown
 
PA
 
490

 
81

 
725

 
—

 
806

 
102

 
5/11/2012
 
1974

F-119
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Lancaster
 
PA
 
555

 
368

 
552

 
—

 
920

 
80

 
4/26/2012
 
1965
Citizens Bank
 
Lancaster
 
PA
 
—

 
383

 
468

 
—

 
851

 
57

 
9/28/2012
 
1967
Citizens Bank
 
Latrobe
 
PA
 
—

 
148

 
591

 
—

 
739

 
65

 
12/14/2012
 
1969
Citizens Bank
 
Lititz
 
PA
 
458

 
37

 
708

 
—

 
745

 
103

 
4/26/2012
 
1923
Citizens Bank
 
Lower Burrell
 
PA
 
—

 
180

 
722

 
—

 
902

 
79

 
12/14/2012
 
1980
Citizens Bank
 
Matamoras
 
PA
 
—

 
509

 
946

 
—

 
1,455

 
103

 
12/14/2012
 
1920
Citizens Bank
 
Mechanicsburg
 
PA
 
1,620

 
288

 
2,590

 
—

 
2,878

 
318

 
9/28/2012
 
1900
Citizens Bank
 
Mercer
 
PA
 
—

 
105

 
314

 
—

 
419

 
34

 
12/14/2012
 
1964
Citizens Bank
 
Milford
 
PA
 
—

 
513

 
769

 
—

 
1,282

 
84

 
12/14/2012
 
1981
Citizens Bank
 
Monesson
 
PA
 
703

 
198

 
1,123

 
—

 
1,321

 
298

 
8/1/2010
 
1930
Citizens Bank
 
Mount Lebanon
 
PA
 
1,577

 
215

 
1,939

 
—

 
2,154

 
238

 
9/28/2012
 
1960
Citizens Bank
 
Mountain Top
 
PA
 
—

 
111

 
631

 
—

 
742

 
69

 
12/14/2012
 
1980
Citizens Bank
 
Munhall
 
PA
 
232

 
191

 
191

 
—

 
382

 
28

 
4/26/2012
 
1973
Citizens Bank
 
Narberth
 
PA
 
1,491

 
420

 
2,381

 
—

 
2,801

 
631

 
8/1/2010
 
1935
Citizens Bank
 
New Stanton
 
PA
 
581

 
330

 
612

 
—

 
942

 
89

 
4/26/2012
 
1975
Citizens Bank
 
Oakmont
 
PA
 
—

 
199

 
1,127

 
—

 
1,326

 
123

 
12/14/2012
 
1967
Citizens Bank
 
Oil City
 
PA
 
—

 
110

 
623

 
—

 
733

 
68

 
12/14/2012
 
1965
Citizens Bank
 
Philadelphia
 
PA
 
565

 
184

 
735

 
—

 
919

 
107

 
4/26/2012
 
1904
Citizens Bank
 
Philadelphia
 
PA
 
—

 
127

 
722

 
—

 
849

 
79

 
12/14/2012
 
1920
Citizens Bank
 
Philadelphia
 
PA
 
—

 
266

 
1,065

 
—

 
1,331

 
117

 
12/14/2012
 
1971
Citizens Bank
 
Pitcairn
 
PA
 
—

 
46

 
867

 
—

 
913

 
95

 
12/14/2012
 
1985
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
215

 
1,219

 
—

 
1,434

 
150

 
9/28/2012
 
1970
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
256

 
767

 
—

 
1,023

 
94

 
9/28/2012
 
1970
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
185

 
1,051

 
—

 
1,236

 
115

 
12/14/2012
 
1960
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
389

 
1,168

 
—

 
1,557

 
128

 
12/14/2012
 
1940
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
146

 
2,770

 
—

 
2,916

 
303

 
12/14/2012
 
1900
Citizens Bank
 
Pittsburgh
 
PA
 
2,262

 
470

 
2,661

 
—

 
3,131

 
291

 
12/14/2012
 
1979
Citizens Bank
 
Pittsburgh
 
PA
 
1,244

 
516

 
1,204

 
—

 
1,720

 
132

 
12/14/2012
 
1970

F-120
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
206

 
1,852

 
—

 
2,058

 
203

 
12/14/2012
 
1923
Citizens Bank
 
Pittsburgh
 
PA
 
918

 
196

 
1,110

 
—

 
1,306

 
121

 
12/14/2012
 
1980
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
255

 
1,019

 
—

 
1,274

 
111

 
12/14/2012
 
1970
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
268

 
2,413

 
—

 
2,681

 
264

 
12/14/2012
 
1970
Citizens Bank
 
Reading
 
PA
 
—

 
269

 
1,524

 
—

 
1,793

 
139

 
4/12/2013
 
1904
Citizens Bank
 
Reading
 
PA
 
—

 
267

 
802

 
—

 
1,069

 
88

 
12/14/2012
 
1970
Citizens Bank
 
Shippensburg
 
PA
 
345

 
143

 
429

 
—

 
572

 
62

 
4/26/2012
 
1985
Citizens Bank
 
Slovan
 
PA
 
205

 
217

 
117

 
—

 
334

 
17

 
4/26/2012
 
1975
Citizens Bank
 
State College
 
PA
 
452

 
256

 
475

 
—

 
731

 
69

 
4/26/2012
 
1966
Citizens Bank
 
Temple
 
PA
 
—

 
268

 
626

 
—

 
894

 
77

 
9/28/2012
 
1936
Citizens Bank
 
Turtle Creek
 
PA
 
—

 
308

 
923

 
—

 
1,231

 
113

 
9/28/2012
 
1970
Citizens Bank
 
Tyrone
 
PA
 
—

 
146

 
583

 
—

 
729

 
64

 
12/14/2012
 
1967
Citizens Bank
 
Upper Darby
 
PA
 
—

 
411

 
617

 
—

 
1,028

 
67

 
12/14/2012
 
1966
Citizens Bank
 
Verona
 
PA
 
549

 
264

 
616

 
—

 
880

 
89

 
4/26/2012
 
1972
Citizens Bank
 
Warrendale
 
PA
 
—

 
611

 
916

 
—

 
1,527

 
100

 
12/14/2012
 
1981
Citizens Bank
 
West Grove
 
PA
 
544

 
181

 
725

 
—

 
906

 
105

 
4/26/2012
 
1880
Citizens Bank
 
West Hazleton
 
PA
 
—

 
279

 
2,509

 
—

 
2,788

 
308

 
9/28/2012
 
1900
Citizens Bank
 
Wexford
 
PA
 
—

 
180

 
719

 
—

 
899

 
79

 
12/14/2012
 
1975
Citizens Bank
 
York
 
PA
 
581

 
337

 
626

 
—

 
963

 
91

 
4/26/2012
 
1955
Citizens Bank
 
Coventry
 
RI
 
—

 
559

 
559

 
—

 
1,118

 
69

 
9/28/2012
 
1968
Citizens Bank
 
Cranston
 
RI
 
—

 
411

 
1,234

 
—

 
1,645

 
135

 
12/14/2012
 
1967
Citizens Bank
 
East Greenwich
 
RI
 
—

 
227

 
680

 
—

 
907

 
74

 
12/14/2012
 
1959
Citizens Bank
 
Johnston
 
RI
 
—

 
343

 
1,030

 
—

 
1,373

 
127

 
9/28/2012
 
1972
Citizens Bank
 
N. Providence
 
RI
 
1,445

 
200

 
1,800

 
—

 
2,000

 
197

 
12/31/2012
 
1971
Citizens Bank
 
N. Providence
 
RI
 
—

 
223

 
892

 
—

 
1,115

 
98

 
12/14/2012
 
1971
Citizens Bank
 
Providence
 
RI
 
—

 
300

 
899

 
—

 
1,199

 
98

 
12/14/2012
 
1960
Citizens Bank
 
Rumford
 
RI
 
—

 
352

 
654

 
—

 
1,006

 
72

 
12/14/2012
 
1977
Citizens Bank
 
Wakefield
 
RI
 
—

 
517

 
959

 
—

 
1,476

 
118

 
9/28/2012
 
1976

F-121
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Warren
 
RI
 
—

 
328

 
609

 
—

 
937

 
75

 
9/28/2012
 
1980
Citizens Bank
 
Warwick
 
RI
 
—

 
1,570

 
5,030

 
—

 
6,600

 
346

 
9/24/2013
 
1969
Citizens Bank
 
Warwick
 
RI
 
—

 
1,870

 
8,828

 
—

 
10,698

 
602

 
9/24/2013
 
1995
Citizens Bank
 
Middlebury
 
VT
 
—

 
363

 
544

 
—

 
907

 
60

 
12/14/2012
 
1969
Citizens Bank
 
Poultney
 
VT
 
—

 
149

 
847

 
—

 
996

 
233

 
8/1/2010
 
1860
Citizens Bank
 
St. Albans
 
VT
 
—

 
141

 
798

 
—

 
939

 
220

 
8/1/2010
 
1989
Citizens Bank
 
White River Junction
 
VT
 
—

 
183

 
1,039

 
—

 
1,222

 
286

 
8/1/2010
 
1975
City Buffet
 
Alexander City
 
AL
 
—

 
292

 
331

 
—

 
623

 
27

 
6/27/2013
 
1988
Coborn's Liquor Store
 
Stanley
 
ND
 
—

 
1,163

 
5,037

 
—

 
6,200

 
226

 
2/21/2014
 
2014
Coborn's Liquor Store
 
Tioga
 
ND
 
—

 
1,065

 
4,581

 
—

 
5,646

 
110

 
6/26/2014
 
2014
Comcast
 
Englewood
 
CO
 
—

 
1,490

 
5,060

 
—

 
6,550

 
303

 
11/5/2013
 
1999
Commonwealth Foundation
 
Silver Spring
 
MD
 
—

 
—

 
180

 
3,257

 
3,437

 
—

 
11/5/2013
 
1971
Community Bank
 
Lake Mary
 
FL
 
—

 
1,230

 
1,504

 
—

 
2,734

 
97

 
10/1/2013
 
1990
Community Bank
 
Whitehall
 
NY
 
375

 
106

 
600

 
—

 
706

 
159

 
8/1/2011
 
1995
CompUSA
 
Arlington
 
TX
 
1,770

 
2,437

 
1,467

 
—

 
3,904

 
88

 
2/7/2014
 
1992
ConAgra Foods
 
Omaha
 
NE
 
—

 
6,451

 
30,697

 
—

 
37,148

 
749

 
3/28/2014
 
1989
ConAgra Foods
 
Milton
 
PA
 
16,245

 
5,656

 
27,242

 
—

 
32,898

 
1,116

 
2/7/2014
 
1991
Conn's
 
Austin
 
TX
 
2,814

 
740

 
2,958

 
—

 
3,698

 
102

 
5/19/2014
 
2002
Conn's
 
Austin
 
TX
 
2,894

 
658

 
2,631

 
350

 
3,639

 
93

 
5/19/2014
 
2002
Conn's
 
Hurst
 
TX
 
1,531

 
497

 
1,990

 
—

 
2,487

 
71

 
5/19/2014
 
1999
Cooper Tire & Rubber
 
Franklin
 
IN
 
16,620

 
4,438

 
33,994

 
—

 
38,432

 
2,333

 
11/5/2013
 
2009
Cost Plus
 
La Quinta
 
CA
 
—

 
1,211

 
4,786

 
—

 
5,997

 
225

 
2/7/2014
 
2007
County of Yolo, CA
 
Woodland
 
CA
 
10,332

 
2,640

 
13,681

 
—

 
16,321

 
731

 
11/5/2013
 
2001
Cowboy's Express
 
Monticello
 
AR
 
—

 
43

 
36

 
—

 
79

 
3

 
6/27/2013
 
1982


F-122
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Cracker Barrel
 
Braselton
 
GA
 
2,935

 
1,294

 
2,403

 
—

 
3,697

 
360

 
11/13/2012
 
2005
Cracker Barrel
 
Bremen
 
GA
 
2,677

 
1,012

 
2,361

 
—

 
3,373

 
353

 
11/13/2012
 
2006
Cracker Barrel
 
Columbus
 
GA
 
—

 
912

 
3,153

 
—

 
4,065

 
161

 
2/7/2014
 
2003
Cracker Barrel
 
Greensboro
 
NC
 
—

 
1,632

 
2,495

 
—

 
4,127

 
132

 
2/7/2014
 
2005
Cracker Barrel
 
Mebane
 
NC
 
2,514

 
1,106

 
2,054

 
—

 
3,160

 
307

 
11/13/2012
 
2004
Cracker Barrel
 
Rocky Mount
 
NC
 
—

 
1,274

 
2,334

 
—

 
3,608

 
127

 
2/7/2014
 
2006
Cracker Barrel
 
Fort Mill
 
SC
 
—

 
1,301

 
2,721

 
—

 
4,022

 
145

 
2/7/2014
 
2006
Cracker Barrel
 
Piedmont
 
SC
 
—

 
1,630

 
2,927

 
—

 
4,557

 
156

 
2/7/2014
 
2005
Cracker Barrel
 
Abilene
 
TX
 
—

 
1,374

 
2,933

 
—

 
4,307

 
157

 
2/7/2014
 
2005
Cracker Barrel
 
San Antonio
 
TX
 
—

 
1,725

 
3,005

 
—

 
4,730

 
151

 
2/7/2014
 
2005
Cracker Barrel
 
Sherman
 
TX
 
—

 
557

 
3,744

 
—

 
4,301

 
191

 
2/7/2014
 
2007
Cracker Barrel
 
Bristol
 
VA
 
—

 
1,241

 
1,703

 
—

 
2,944

 
110

 
2/7/2014
 
2006
Cracker Barrel
 
Emporia
 
VA
 
2,435

 
972

 
2,267

 
—

 
3,239

 
339

 
11/13/2012
 
2004
Cracker Barrel
 
Waynesboro
 
VA
 
—

 
1,536

 
1,489

 
—

 
3,025

 
117

 
2/7/2014
 
2004
Cracker Barrel
 
Woodstock
 
VA
 
2,262

 
928

 
2,164

 
—

 
3,092

 
324

 
11/13/2012
 
2005
Crest Production Services
 
Pleasanton
 
TX
 
—

 
519

 
7,949

 
—

 
8,468

 
343

 
6/12/2014
 
2013
Crozer-Keystone Health
 
Ridley Park
 
PA
 
1,970

 
—

 
6,114

 
—

 
6,114

 
343

 
11/5/2013
 
1976
Cuco Mexican
 
Circleville
 
OH
 
—

 
140

 
142

 
—

 
282

 
3

 
6/27/2013
 
1986
CVS
 
Enterprise
 
AL
 
4,348

 
1,475

 
3,184

 
—

 
4,659

 
76

 
7/24/2014
 
2014
CVS
 
Hoover
 
AL
 
—

 
1,239

 
2,890

 
—

 
4,129

 
282

 
5/31/2013
 
2003
CVS
 
Meridianville
 
AL
 
1,990

 
1,045

 
3,057

 
—

 
4,102

 
163

 
2/7/2014
 
2008
CVS
 
Selma
 
AL
 
2,682

 
767

 
2,126

 
—

 
2,893

 
50

 
7/24/2014
 
2014
CVS
 
Lake Havasu City
 
AZ
 
—

 
824

 
5,029

 
—

 
5,853

 
241

 
2/7/2014
 
2008
CVS
 
Oro Valley
 
AZ
 
4,321

 
1,646

 
2,980

 
—

 
4,626

 
72

 
7/24/2014
 
2013
CVS
 
Peoria
 
AZ
 
4,676

 
1,715

 
3,600

 
—

 
5,315

 
105

 
7/24/2014
 
2014
CVS
 
Phoenix
 
AZ
 
5,025

 
1,511

 
4,533

 
—

 
6,044

 
329

 
10/1/2013
 
2012
CVS
 
Phoenix
 
AZ
 
3,015

 
901

 
2,704

 
—

 
3,605

 
196

 
10/1/2013
 
2012
CVS
 
Phoenix
 
AZ
 
—

 
1,812

 
6,320

 
—

 
8,132

 
305

 
2/7/2014
 
2008
CVS
 
Tucson
 
AZ
 
4,781

 
1,900

 
3,842

 
—

 
5,742

 
92

 
7/24/2014
 
2013
CVS
 
City of Industry
 
CA
 
2,500

 
1,224

 
3,202

 
—

 
4,426

 
147

 
2/7/2014
 
2009
CVS
 
Fresno
 
CA
 
5,045

 
1,890

 
4,409

 
—

 
6,299

 
320

 
10/1/2013
 
2012
CVS
 
Fullerton
 
CA
 
8,430

 
5,827

 
3,504

 
—

 
9,331

 
84

 
7/24/2014
 
2007

F-123
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
CVS
 
Menifee
 
CA
 
5,218

 
1,709

 
4,559

 
—

 
6,268

 
109

 
7/24/2014
 
2013
CVS
 
Oroville
 
CA
 
5,029

 
1,073

 
4,516

 
—

 
5,589

 
132

 
7/24/2014
 
2013
CVS
 
Palmdale
 
CA
 
5,226

 
2,493

 
4,630

 
—

 
7,123

 
336

 
10/1/2013
 
2012
CVS
 
Sacramento
 
CA
 
4,724

 
2,163

 
4,016

 
—

 
6,179

 
291

 
10/1/2013
 
2012
CVS
 
Norwich
 
CT
 
5,454

 
1,998

 
5,995

 
—

 
7,993

 
435

 
10/1/2013
 
2011
CVS
 
Dover
 
DE
 
2,046

 
4,081

 
—

 
—

 
4,081

 
—

 
2/7/2014
 
2010
CVS
 
Lewes
 
DE
 
5,412

 
2,595

 
3,459

 
—

 
6,054

 
83

 
7/24/2014
 
2013
CVS
 
Auburndale
 
FL
 
1,565

 
1,418

 
2,038

 
—

 
3,456

 
100

 
2/7/2014
 
1999
CVS
 
Boca Raton
 
FL
 
2,625

 
—

 
3,560

 
—

 
3,560

 
192

 
2/7/2014
 
2009
CVS
 
Ft. Myers
 
FL
 
3,025

 
2,335

 
3,502

 
—

 
5,837

 
189

 
2/7/2014
 
2009
CVS
 
Gulf Breeze
 
FL
 
1,079

 
545

 
—

 
—

 
545

 
—

 
2/7/2014
 
2009
CVS
 
Jacksonville
 
FL
 
3,715

 
2,240

 
4,323

 
—

 
6,563

 
215

 
2/7/2014
 
2009
CVS
 
Lake Wales
 
FL
 
1,625

 
1,128

 
2,502

 
—

 
3,630

 
123

 
2/7/2014
 
1999
CVS
 
Lakeland
 
FL
 
2,258

 
587

 
2,347

 
—

 
2,934

 
170

 
10/1/2013
 
2012
CVS
 
Naples
 
FL
 
2,675

 
—

 
4,164

 
—

 
4,164

 
204

 
2/7/2014
 
2009
CVS
 
New Port Richey
 
FL
 
1,670

 
1,149

 
2,966

 
—

 
4,115

 
144

 
2/7/2014
 
2004
CVS
 
St. Augustine
 
FL
 
—

 
1,264

 
3,674

 
—

 
4,938

 
182

 
2/7/2014
 
2008
CVS
 
St. Cloud
 
FL
 
2,626

 
1,534

 
1,875

 
—

 
3,409

 
192

 
4/12/2013
 
2002
CVS
 
Alpharetta
 
GA
 
—

 
572

 
858

 
—

 
1,430

 
118

 
9/28/2012
 
1994
CVS
 
Athens
 
GA
 
—

 
1,282

 
4,546

 
—

 
5,828

 
230

 
2/7/2014
 
2009
CVS
 
Macon
 
GA
 
2,702

 
1,079

 
2,457

 
—

 
3,536

 
59

 
7/24/2014
 
2013
CVS
 
Manchester
 
GA
 
3,130

 
824

 
2,734

 
—

 
3,558

 
65

 
7/24/2014
 
2013
CVS
 
Ringgold
 
GA
 
1,948

 
1,346

 
2,939

 
—

 
4,285

 
157

 
2/7/2014
 
2007
CVS
 
Statesboro
 
GA
 
4,320

 
998

 
3,581

 
—

 
4,579

 
86

 
7/24/2014
 
2013
CVS
 
Stockbridge
 
GA
 
—

 
855

 
1,283

 
—

 
2,138

 
144

 
2/28/2013
 
1998
CVS
 
Vidalia
 
GA
 
—

 
368

 
1,105

 
—

 
1,473

 
152

 
9/28/2012
 
2000
CVS
 
Des Moines
 
IA
 
4,065

 
1,135

 
3,356

 
—

 
4,491

 
81

 
7/24/2014
 
2014
CVS
 
Cary
 
IL
 
4,343

 
1,800

 
3,071

 
—

 
4,871

 
74

 
7/24/2014
 
2009
CVS
 
Chicago
 
IL
 
—

 
1,029

 
6,346

 
—

 
7,375

 
304

 
2/7/2014
 
2009
CVS
 
Dolton
 
IL
 
—

 
580

 
5,298

 
—

 
5,878

 
247

 
2/7/2014
 
2008
CVS
 
Mendota
 
IL
 
4,030

 
1,418

 
3,051

 
—

 
4,469

 
73

 
7/24/2014
 
2013
CVS
 
Northbrook
 
IL
 
25,155

 
3,471

 
41,765

 
—

 
45,236

 
1,685

 
2/7/2014
 
1980

F-124
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
CVS
 
Westville
 
IL
 
2,912

 
525

 
2,773

 
—

 
3,298

 
66

 
7/24/2014
 
2013
CVS
 
Brazil
 
IN
 
—

 
419

 
2,456

 
—

 
2,875

 
129

 
2/24/2014
 
1997
CVS
 
Brookville
 
IN
 
3,306

 
906

 
2,463

 
—

 
3,369

 
59

 
7/24/2014
 
2014
CVS
 
Edinburgh
 
IN
 
—

 
420

 
1,530

 
—

 
1,950

 
82

 
2/24/2014
 
1998
CVS
 
Evansville
 
IN
 
1,850

 
227

 
3,060

 
—

 
3,287

 
149

 
2/7/2014
 
2000
CVS
 
Fort Wayne
 
IN
 
4,092

 
2,021

 
2,543

 
—

 
4,564

 
74

 
7/24/2014
 
2014
CVS
 
Franklin
 
IN
 
—

 
310

 
2,787

 
—

 
3,097

 
467

 
3/29/2012
 
1999
CVS
 
Mishawaka
 
IN
 
2,258

 
409

 
4,532

 
—

 
4,941

 
224

 
2/7/2014
 
2007
CVS
 
Tipton
 
IN
 
—

 
311

 
1,726

 
—

 
2,037

 
92

 
2/24/2014
 
1998
CVS
 
Emporia
 
KS
 
3,978

 
544

 
3,834

 
—

 
4,378

 
91

 
7/24/2014
 
2014
CVS
 
Junction City
 
KS
 
3,087

 
524

 
2,967

 
—

 
3,491

 
72

 
7/24/2014
 
2014
CVS
 
Lawrence
 
KS
 
2,908

 
837

 
4,392

 
—

 
5,229

 
216

 
2/7/2014
 
2009
CVS
 
Wichita
 
KS
 
3,759

 
1,645

 
2,451

 
—

 
4,096

 
59

 
7/24/2014
 
2014
CVS
 
Elizabethtown
 
KY
 
4,281

 
1,309

 
3,337

 
—

 
4,646

 
97

 
7/24/2014
 
2014
CVS
 
Baton Rouge
 
LA
 
3,932

 
1,395

 
2,899

 
—

 
4,294

 
70

 
7/24/2014
 
2014
CVS
 
Bossier City
 
LA
 
3,996

 
1,671

 
2,715

 
—

 
4,386

 
66

 
7/24/2014
 
2013
CVS
 
Mandeville
 
LA
 
4,020

 
2,385

 
2,915

 
—

 
5,300

 
211

 
10/1/2013
 
2012
CVS
 
Metairie
 
LA
 
4,121

 
1,895

 
3,519

 
—

 
5,414

 
255

 
10/1/2013
 
2012
CVS
 
Metairie
 
LA
 
7,046

 
3,435

 
4,134

 
—

 
7,569

 
97

 
7/24/2014
 
2013
CVS
 
New Orleans
 
LA
 
3,719

 
2,439

 
2,439

 
—

 
4,878

 
177

 
10/1/2013
 
2012
CVS
 
Slidell
 
LA
 
4,355

 
1,142

 
4,568

 
—

 
5,710

 
331

 
10/1/2013
 
2012
CVS
 
Slidell
 
LA
 
4,861

 
1,789

 
3,447

 
—

 
5,236

 
83

 
7/24/2014
 
2014
CVS
 
Hingham
 
MA
 
5,695

 
1,873

 
5,619

 
—

 
7,492

 
407

 
10/1/2013
 
2012
CVS
 
Lawrence
 
MA
 
6,567

 
3,726

 
3,548

 
—

 
7,274

 
84

 
7/24/2014
 
2012
CVS
 
Malden
 
MA
 
5,360

 
1,757

 
5,271

 
—

 
7,028

 
382

 
10/1/2013
 
2012
CVS
 
Detroit
 
MI
 
—

 
270

 
2,427

 
—

 
2,697

 
273

 
2/28/2013
 
1999
CVS
 
Harper Woods
 
MI
 
—

 
499

 
2,829

 
—

 
3,328

 
318

 
2/28/2013
 
1999
CVS
 
Minneapolis
 
MN
 
—

 
266

 
4,693

 
—

 
4,959

 
206

 
2/7/2014
 
2009
CVS
 
Branson
 
MO
 
4,190

 
493

 
4,200

 
—

 
4,693

 
101

 
7/24/2014
 
2013
CVS
 
Cape Girardeau
 
MO
 
4,404

 
1,417

 
3,416

 
—

 
4,833

 
82

 
7/24/2014
 
2014
CVS
 
Hannibal
 
MO
 
3,871

 
598

 
3,329

 
—

 
3,927

 
80

 
7/24/2014
 
2014
CVS
 
Independence
 
MO
 
2,092

 
780

 
3,121

 
—

 
3,901

 
114

 
5/19/2014
 
2000

F-125
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
CVS
 
O'Fallon
 
MO
 
5,344

 
3,116

 
2,713

 
—

 
5,829

 
65

 
7/24/2014
 
2012
CVS
 
Rolla
 
MO
 
3,474

 
752

 
3,039

 
—

 
3,791

 
88

 
7/24/2014
 
2013
CVS
 
Sikeston
 
MO
 
2,791

 
1,057

 
2,101

 
—

 
3,158

 
51

 
7/24/2014
 
2013
CVS
 
St. Joseph
 
MO
 
3,015

 
1,022

 
3,067

 
—

 
4,089

 
222

 
10/1/2013
 
2012
CVS
 
St. Louis
 
MO
 
4,058

 
1,858

 
2,559

 
—

 
4,417

 
61

 
7/24/2014
 
2013
CVS
 
Hattiesburg
 
MS
 
4,404

 
1,840

 
3,141

 
—

 
4,981

 
92

 
7/24/2014
 
2013
CVS
 
Southaven
 
MS
 
3,030

 
1,849

 
3,217

 
—

 
5,066

 
187

 
2/7/2014
 
2009
CVS
 
Southaven
 
MS
 
4,270

 
1,281

 
4,100

 
—

 
5,381

 
234

 
2/7/2014
 
2009
CVS
 
Beaufort
 
NC
 
2,781

 
378

 
3,404

 
—

 
3,782

 
247

 
10/1/2013
 
2011
CVS
 
Charlotte
 
NC
 
—

 
1,185

 
2,176

 
—

 
3,361

 
102

 
2/7/2014
 
2008
CVS
 
Eden
 
NC
 
—

 
836

 
1,450

 
—

 
2,286

 
72

 
2/7/2014
 
1998
CVS
 
Erwin
 
NC
 
2,607

 
657

 
2,227

 
—

 
2,884

 
53

 
7/24/2014
 
2013
CVS
 
Kernersville
 
NC
 
—

 
960

 
1,313

 
—

 
2,273

 
64

 
2/7/2014
 
1998
CVS
 
Sanford
 
NC
 
2,870

 
1,260

 
2,087

 
—

 
3,347

 
50

 
7/24/2014
 
2013
CVS
 
Weaverville
 
NC
 
3,098

 
1,998

 
4,307

 
—

 
6,305

 
228

 
2/7/2014
 
2009
CVS
 
Whiteville
 
NC
 
—

 
637

 
2,546

 
—

 
3,183

 
91

 
5/19/2014
 
2004
CVS
 
Norfolk
 
NE
 
4,176

 
720

 
3,960

 
—

 
4,680

 
95

 
7/24/2014
 
2013
CVS
 
Cherry Hill
 
NJ
 
—

 
2,255

 
—

 
—

 
2,255

 
—

 
2/7/2014
 
2011
CVS
 
Edison
 
NJ
 
—

 
3,318

 
—

 
—

 
3,318

 
—

 
2/7/2014
 
2008
CVS
 
Lawrenceville
 
NJ
 
5,170

 
2,674

 
6,412

 
—

 
9,086

 
311

 
2/7/2014
 
2009
CVS
 
Albuquerque
 
NM
 
3,719

 
975

 
3,899

 
—

 
4,874

 
283

 
10/1/2013
 
2011
CVS
 
Albuquerque
 
NM
 
3,920

 
1,029

 
4,118

 
—

 
5,147

 
299

 
10/1/2013
 
2011
CVS
 
Las Cruces
 
NM
 
4,925

 
1,295

 
5,178

 
—

 
6,473

 
375

 
10/1/2013
 
2012
CVS
 
North Las Vegas
 
NV
 
3,268

 
1,374

 
3,207

 
—

 
4,581

 
457

 
8/22/2012
 
2004
CVS
 
Sparks
 
NV
 
—

 
486

 
5,894

 
—

 
6,380

 
293

 
2/7/2014
 
2009
CVS
 
Gloversville
 
NY
 
3,382

 
402

 
3,419

 
—

 
3,821

 
83

 
7/24/2014
 
2013
CVS
 
Henrietta
 
NY
 
—

 
965

 
1,180

 
—

 
2,145

 
150

 
11/8/2012
 
1997
CVS
 
Mineola
 
NY
 
2,280

 
—

 
5,120

 
—

 
5,120

 
240

 
2/7/2014
 
2008
CVS
 
Waterville
 
NY
 
2,252

 
73

 
2,276

 
—

 
2,349

 
54

 
7/24/2014
 
1966
CVS
 
Bowling Green
 
OH
 
3,532

 
1,718

 
2,387

 
—

 
4,105

 
57

 
7/24/2014
 
2013
CVS
 
Green
 
OH
 
3,436

 
1,380

 
2,556

 
—

 
3,936

 
75

 
7/24/2014
 
2013
CVS
 
Ironton
 
OH
 
2,871

 
1,083

 
2,183

 
—

 
3,266

 
53

 
7/24/2014
 
2011

F-126
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
CVS
 
Toledo
 
OH
 
4,200

 
2,170

 
2,739

 
—

 
4,909

 
66

 
7/24/2014
 
2013
CVS
 
Warren
 
OH
 
—

 
560

 
1,622

 
—

 
2,182

 
79

 
2/7/2014
 
2008
CVS
 
Claremore
 
OK
 
5,148

 
2,154

 
3,408

 
—

 
5,562

 
81

 
7/24/2014
 
2014
CVS
 
Duncan
 
OK
 
3,327

 
1,085

 
2,723

 
—

 
3,808

 
65

 
7/24/2014
 
2013
CVS
 
Durant
 
OK
 
2,760

 
881

 
2,902

 
—

 
3,783

 
69

 
7/24/2014
 
2013
CVS
 
Edmond
 
OK
 
3,087

 
1,040

 
2,862

 
—

 
3,902

 
69

 
7/24/2014
 
2014
CVS
 
Enid
 
OK
 
4,233

 
873

 
3,523

 
—

 
4,396

 
84

 
7/24/2014
 
2014
CVS
 
Muskogee
 
OK
 
4,130

 
1,562

 
3,089

 
—

 
4,651

 
74

 
7/24/2014
 
2014
CVS
 
Oklahoma City
 
OK
 
—

 
569

 
1,609

 
—

 
2,178

 
75

 
2/7/2014
 
1996
CVS
 
The Village
 
OK
 
3,425

 
520

 
4,730

 
—

 
5,250

 
232

 
2/7/2014
 
2009
CVS
 
Tulsa
 
OK
 
2,446

 
950

 
2,216

 
—

 
3,166

 
161

 
10/1/2013
 
2010
CVS
 
Freeland
 
PA
 
982

 
122

 
1,096

 
—

 
1,218

 
156

 
8/8/2012
 
2004
CVS
 
Mechanicsburg
 
PA
 
3,582

 
1,155

 
3,465

 
—

 
4,620

 
442

 
11/29/2012
 
2008
CVS
 
New Castle
 
PA
 
1,562

 
412

 
2,337

 
—

 
2,749

 
310

 
10/31/2012
 
1999
CVS
 
Shippensburg
 
PA
 
1,859

 
351

 
1,988

 
—

 
2,339

 
224

 
2/8/2013
 
2002
CVS
 
Titusville
 
PA
 
—

 
670

 
683

 
—

 
1,353

 
70

 
2/7/2014
 
1998
CVS
 
Towanda
 
PA
 
878

 
—

 
877

 
—

 
877

 
90

 
4/24/2013
 
2003
CVS
 
Tunkhannock
 
PA
 
4,972

 
1,167

 
4,014

 
—

 
5,181

 
97

 
7/24/2014
 
2014
CVS
 
Anderson
 
SC
 
—

 
623

 
1,389

 
—

 
2,012

 
66

 
2/7/2014
 
1998
CVS
 
Cayce
 
SC
 
—

 
1,750

 
2,701

 
—

 
4,451

 
147

 
2/7/2014
 
2009
CVS
 
Columbia
 
SC
 
2,278

 
—

 
2,811

 
—

 
2,811

 
246

 
7/2/2013
 
2006
CVS
 
Greenville
 
SC
 
—

 
169

 
1,520

 
—

 
1,689

 
171

 
2/28/2013
 
1997
CVS
 
Greenville
 
SC
 
—

 
1,108

 
1,816

 
—

 
2,924

 
93

 
2/7/2014
 
1998
CVS
 
Liberty
 
SC
 
3,444

 
1,416

 
2,390

 
—

 
3,806

 
57

 
7/24/2014
 
2014
CVS
 
Piedmont
 
SC
 
—

 
836

 
1,206

 
—

 
2,042

 
56

 
2/7/2014
 
1998
CVS
 
Greeneville
 
TN
 
3,331

 
1,492

 
2,280

 
—

 
3,772

 
66

 
7/24/2014
 
2013
CVS
 
Jackson
 
TN
 
3,082

 
1,209

 
2,822

 
—

 
4,031

 
205

 
10/1/2013
 
2012
CVS
 
Knoxville
 
TN
 
2,613

 
1,190

 
2,210

 
—

 
3,400

 
160

 
10/1/2013
 
2011
CVS
 
Knoxville
 
TN
 
4,215

 
2,378

 
2,242

 
—

 
4,620

 
53

 
7/24/2014
 
2014
CVS
 
Nashville
 
TN
 
—

 
203

 
1,148

 
—

 
1,351

 
158

 
9/28/2012
 
1996


F-127
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
CVS
 
Anna
 
TX
 
4,177

 
628

 
3,881

 
—

 
4,509

 
93

 
7/24/2014
 
2014
CVS
 
Brownsville
 
TX
 
—

 
704

 
4,938

 
—

 
5,642

 
241

 
2/7/2014
 
2009
CVS
 
Canyon Lake
 
TX
 
3,390

 
423

 
3,275

 
—

 
3,698

 
78

 
7/24/2014
 
2014
CVS
 
Celina
 
TX
 
3,820

 
917

 
3,332

 
—

 
4,249

 
80

 
7/24/2014
 
2014
CVS
 
Converse
 
TX
 
3,538

 
1,390

 
3,243

 
—

 
4,633

 
235

 
10/1/2013
 
2011
CVS
 
Corpus Christi
 
TX
 
3,509

 
1,484

 
2,323

 
—

 
3,807

 
56

 
7/24/2014
 
2014
CVS
 
Donna
 
TX
 
4,017

 
800

 
3,481

 
—

 
4,281

 
84

 
7/24/2014
 
2014
CVS
 
Dumas
 
TX
 
2,312

 
846

 
2,537

 
—

 
3,383

 
184

 
10/1/2013
 
2011
CVS
 
Duncanville
 
TX
 
2,087

 
670

 
2,681

 
—

 
3,351

 
99

 
5/19/2014
 
2000
CVS
 
Edinburg
 
TX
 
—

 
1,179

 
3,060

 
—

 
4,239

 
157

 
2/7/2014
 
2008
CVS
 
Elsa
 
TX
 
2,814

 
915

 
2,744

 
—

 
3,659

 
199

 
10/1/2013
 
2011
CVS
 
Ft . Worth
 
TX
 
4,147

 
2,453

 
3,679

 
—

 
6,132

 
267

 
10/1/2013
 
2011
CVS
 
Gainesville
 
TX
 
2,215

 
341

 
3,334

 
—

 
3,675

 
158

 
2/7/2014
 
2003
CVS
 
Lago Vista
 
TX
 
—

 
1,183

 
4,731

 
—

 
5,914

 
169

 
5/19/2014
 
2005
CVS
 
Pflugerville
 
TX
 
3,887

 
1,371

 
2,855

 
—

 
4,226

 
68

 
7/24/2014
 
2014
CVS
 
Port Aransas
 
TX
 
4,666

 
1,882

 
3,073

 
—

 
4,955

 
74

 
7/24/2014
 
2014
CVS
 
Rowlett
 
TX
 
5,614

 
1,166

 
4,442

 
—

 
5,608

 
106

 
7/24/2014
 
2014
CVS
 
San Antonio
 
TX
 
3,806

 
1,996

 
2,993

 
—

 
4,989

 
217

 
10/1/2013
 
2011
CVS
 
San Antonio
 
TX
 
4,422

 
2,034

 
3,778

 
—

 
5,812

 
274

 
10/1/2013
 
2011
CVS
 
San Antonio
 
TX
 
2,660

 
868

 
2,605

 
—

 
3,473

 
189

 
10/1/2013
 
2012
CVS
 
San Antonio
 
TX
 
3,879

 
1,316

 
2,887

 
—

 
4,203

 
70

 
7/24/2014
 
2014
CVS
 
San Juan
 
TX
 
2,345

 
610

 
2,441

 
—

 
3,051

 
177

 
10/1/2013
 
2012
CVS
 
Sherman
 
TX
 
—

 
336

 
4,045

 
—

 
4,381

 
185

 
2/7/2014
 
1999
CVS
 
Roy
 
UT
 
4,639

 
1,255

 
3,711

 
—

 
4,966

 
88

 
7/24/2014
 
2013
CVS
 
Sandy
 
UT
 
4,461

 
1,327

 
3,480

 
—

 
4,807

 
83

 
7/24/2014
 
1999
CVS
 
Hardy
 
VA
 
2,035

 
686

 
2,059

 
—

 
2,745

 
201

 
5/16/2013
 
2005
CVS
 
Lynchburg
 
VA
 
1,748

 
914

 
2,987

 
—

 
3,901

 
148

 
2/7/2014
 
1999
CVS
 
Madison Heights
 
VA
 
1,592

 
1,015

 
2,589

 
—

 
3,604

 
127

 
2/7/2014
 
1997
CVS
 
Norfolk
 
VA
 
2,399

 
697

 
2,789

 
—

 
3,486

 
202

 
10/1/2013
 
2011
CVS
 
Portsmouth
 
VA
 
3,367

 
1,230

 
3,690

 
—

 
4,920

 
268

 
10/1/2013
 
2012
CVS
 
Portsmouth
 
VA
 
6,195

 
2,171

 
4,508

 
—

 
6,679

 
108

 
7/24/2014
 
2014
CVS
 
Roanoke
 
VA
 
2,269

 
825

 
2,474

 
—

 
3,299

 
179

 
10/1/2013
 
2011

F-128
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
CVS
 
Virginia Beach
 
VA
 
3,114

 
683

 
3,868

 
—

 
4,551

 
280

 
10/1/2013
 
2012
CVS
 
Williamsburg
 
VA
 
4,115

 
907

 
5,137

 
—

 
6,044

 
372

 
10/1/2013
 
2011
CVS
 
Berlin
 
VT
 
4,330

 
1,456

 
3,349

 
—

 
4,805

 
82

 
7/24/2014
 
2014
CVS
 
Morgantown
 
WV
 
5,051

 
2,631

 
2,964

 
—

 
5,595

 
71

 
7/24/2014
 
2013
Dahl's
 
Des Moines
 
IA
 
—

 
628

 
3,947

 
—

 
4,575

 
193

 
2/7/2014
 
1947
Dahl's
 
Des Moines
 
IA
 
—

 
1,163

 
1,649

 
—

 
2,812

 
82

 
2/7/2014
 
1959
Dahl's
 
Des Moines
 
IA
 
—

 
2,871

 
11,761

 
—

 
14,632

 
562

 
2/7/2014
 
2011
Dahl's
 
Johnston
 
IA
 
—

 
3,202

 
6,644

 
—

 
9,846

 
326

 
2/7/2014
 
2000
Dairy Queen
 
Mauldin
 
SC
 
—

 
133

 
—

 
—

 
133

 
—

 
6/27/2013
 
1995
Dairy Queen
 
Alto
 
TX
 
—

 
50

 
110

 
—

 
160

 
9

 
6/27/2013
 
1995
Dairy Queen
 
Pineland
 
TX
 
—

 
40

 
120

 
—

 
160

 
10

 
6/27/2013
 
1995
Dairy Queen
 
Silsbee
 
TX
 
—

 
60

 
100

 
—

 
160

 
8

 
6/27/2013
 
1995
Dairy Queen
 
Woodville
 
TX
 
—

 
98

 
65

 
—

 
163

 
5

 
7/31/2013
 
1980
DaVita Dialysis
 
Osceola
 
AR
 
—

 
137

 
1,232

 
—

 
1,369

 
104

 
3/28/2013
 
2009
DaVita Dialysis
 
Casselberry
 
FL
 
—

 
392

 
2,320

 
—

 
2,712

 
96

 
2/7/2014
 
2007
DaVita Dialysis
 
Palatka
 
FL
 
—

 
207

 
1,173

 
—

 
1,380

 
85

 
6/5/2013
 
2013
DaVita Dialysis
 
Sanford
 
FL
 
—

 
530

 
2,793

 
—

 
3,323

 
108

 
2/7/2014
 
2005
DaVita Dialysis
 
Augusta
 
GA
 
—

 
118

 
1,818

 
—

 
1,936

 
62

 
2/7/2014
 
2000
DaVita Dialysis
 
Douglasville
 
GA
 
—

 
119

 
1,858

 
—

 
1,977

 
64

 
2/7/2014
 
2001
DaVita Dialysis
 
Ft. Wayne
 
IN
 
—

 
394

 
2,963

 
—

 
3,357

 
106

 
2/7/2014
 
2008
DaVita Dialysis
 
Hiawatha
 
KS
 
—

 
69

 
1,302

 
—

 
1,371

 
99

 
5/30/2013
 
2012
DaVita Dialysis
 
New Orleans
 
LA
 
—

 
511

 
2,237

 
—

 
2,748

 
27

 
9/30/2014
 
2010
DaVita Dialysis
 
Allen Park
 
MI
 
—

 
209

 
1,885

 
—

 
2,094

 
208

 
12/31/2012
 
1955
DaVita Dialysis
 
Grand Rapids
 
MI
 
—

 
215

 
1,794

 
—

 
2,009

 
70

 
2/7/2014
 
1997
DaVita Dialysis
 
Clinton
 
MO
 
—

 
128

 
896

 
—

 
1,024

 
38

 
2/26/2014
 
2003
DaVita Dialysis
 
St. Pauls
 
NC
 
—

 
138

 
1,246

 
—

 
1,384

 
81

 
8/2/2013
 
2006
DaVita Dialysis
 
Lawrenceville
 
NJ
 
—

 
633

 
2,757

 
—

 
3,390

 
106

 
2/7/2014
 
2009
DaVita Dialysis
 
Akron
 
OH
 
—

 
312

 
1,994

 
—

 
2,306

 
72

 
3/31/2014
 
1932
DaVita Dialysis
 
Cincinnati
 
OH
 
—

 
219

 
878

 
—

 
1,097

 
74

 
3/28/2013
 
2008
DaVita Dialysis
 
Georgetown
 
OH
 
—

 
125

 
706

 
—

 
831

 
59

 
3/28/2013
 
2009
DaVita Dialysis
 
Willow Grove
 
PA
 
—

 
311

 
3,886

 
—

 
4,197

 
139

 
2/7/2014
 
1989
DaVita Dialysis
 
Hartsville
 
SC
 
—

 
126

 
1,136

 
—

 
1,262

 
87

 
5/30/2013
 
2013

F-129
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
DaVita Dialysis
 
Beeville
 
TX
 
—

 
99

 
1,879

 
—

 
1,978

 
208

 
12/31/2012
 
1979
DaVita Dialysis
 
Federal Way
 
WA
 
17,751

 
1,929

 
22,357

 
—

 
24,286

 
2,961

 
11/21/2012
 
2000
DC Sports Bar & Steakhouse
 
Eunice
 
LA
 
—

 
500

 
262

 
—

 
762

 
22

 
6/27/2013
 
1995
Del Monte
 
Lathrop
 
CA
 
—

 
—

 
41,318

 
—

 
41,318

 
2,835

 
11/5/2013
 
1993
Dell Perot Systems
 
Lincoln
 
NE
 
—

 
2,812

 
25,566

 
—

 
28,378

 
1,048

 
2/7/2014
 
2009
Denny's
 
Albemarle
 
NC
 
—

 
483

 
457

 
—

 
940

 
40

 
6/27/2013
 
1995
Denny's
 
Mesa
 
AZ
 
—

 
1,089

 
891

 
—

 
1,980

 
77

 
7/31/2013
 
1994
Denny's
 
Peoria
 
AZ
 
—

 
310

 
457

 
—

 
767

 
40

 
6/27/2013
 
1995
Denny's
 
Phoenix
 
AZ
 
—

 
825

 
1,237

 
—

 
2,062

 
107

 
7/31/2013
 
2005
Denny's
 
Scottsdale
 
AZ
 
—

 
736

 
491

 
—

 
1,227

 
43

 
7/31/2013
 
1980
Denny's
 
Tempe
 
AZ
 
—

 
378

 
245

 
—

 
623

 
113

 
6/27/2013
 
1980
Denny's
 
Tempe
 
AZ
 
—

 
1,567

 
844

 
—

 
2,411

 
73

 
7/31/2013
 
1995
Denny's
 
Winter Springs
 
FL
 
—

 
550

 
1,668

 
—

 
2,218

 
139

 
6/27/2013
 
1995
Denny's
 
Idaho Falls
 
ID
 
—

 
196

 
432

 
—

 
628

 
105

 
6/27/2013
 
1995
Denny's
 
Merriam
 
KS
 
—

 
390

 
1,150

 
—

 
1,540

 
96

 
6/27/2013
 
1995
Denny's
 
Topeka
 
KS
 
—

 
630

 
446

 
—

 
1,076

 
37

 
6/27/2013
 
1995
Denny's
 
Bloomington
 
MN
 
—

 
1,184

 
—

 
—

 
1,184

 
—

 
7/31/2013
 
1995
Denny's
 
Branson
 
MO
 
—

 
620

 
2,209

 
—

 
2,829

 
185

 
6/27/2013
 
1995
Denny's
 
Kansas City
 
MO
 
—

 
750

 
686

 
—

 
1,436

 
57

 
6/27/2013
 
1995
Denny's
 
N. Kansas City
 
MO
 
—

 
630

 
937

 
—

 
1,567

 
78

 
6/27/2013
 
1995
Denny's
 
Sedalia
 
MO
 
—

 
500

 
783

 
—

 
1,283

 
65

 
6/27/2013
 
1995
Denny's
 
Black Mountain
 
NC
 
—

 
210

 
505

 
—

 
715

 
42

 
6/27/2013
 
1995
Denny's
 
Mooresville
 
NC
 
—

 
250

 
841

 
—

 
1,091

 
70

 
6/27/2013
 
1995
Denny's
 
Henrietta
 
NY
 
—

 
361

 
241

 
—

 
602

 
21

 
7/31/2013
 
1970
Denny's
 
Watertown
 
NY
 
—

 
330

 
1,107

 
—

 
1,437

 
93

 
6/27/2013
 
1995
Denny's
 
Dover
 
OH
 
—

 
610

 
—

 
—

 
610

 
—

 
6/27/2013
 
1970
Denny's
 
Fremont
 
OH
 
—

 
320

 
975

 
—

 
1,295

 
82

 
6/27/2013
 
1995
Denny's
 
Marion
 
OH
 
—

 
115

 
390

 
—

 
505

 
34

 
6/27/2013
 
1989
Denny's
 
Ontario
 
OR
 
—

 
240

 
1,067

 
—

 
1,307

 
89

 
6/27/2013
 
1995
Denny's
 
Columbia
 
SC
 
—

 
490

 
1,115

 
—

 
1,605

 
93

 
6/27/2013
 
1995
Denny's
 
Greenville
 
SC
 
—

 
570

 
554

 
—

 
1,124

 
46

 
6/27/2013
 
1995
Denny's
 
Spartanburg
 
SC
 
—

 
656

 
353

 
—

 
1,009

 
31

 
7/31/2013
 
1991

F-130
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Denny's
 
Pasadena
 
TX
 
—

 
500

 
1,316

 
—

 
1,816

 
110

 
6/27/2013
 
1995
Dick's Sporting Goods
 
Fort Gratiot
 
MI
 
—

 
722

 
7,743

 
—

 
8,465

 
379

 
2/7/2014
 
2010
Dick's Sporting Goods
 
Moore
 
OK
 
—

 
1,243

 
10,426

 
—

 
11,669

 
502

 
2/7/2014
 
2012
Dick's Sporting Goods
 
Charleston
 
SC
 
—

 
3,733

 
5,025

 
—

 
8,758

 
255

 
2/7/2014
 
2005
Dick's Sporting Goods
 
Jackson
 
TN
 
—

 
1,346

 
6,106

 
—

 
7,452

 
297

 
2/7/2014
 
2007
DJO, LLC
 
Vista
 
CA
 
—

 
3,732

 
16,868

 
—

 
20,600

 
900

 
8/15/2014
 
2006
Dollar General
 
Andalusia
 
AL
 
—

 
317

 
914

 
—

 
1,231

 
11

 
7/24/2014
 
2014
Dollar General
 
Birmingham
 
AL
 
—

 
156

 
882

 
—

 
1,038

 
126

 
6/6/2012
 
2012
Dollar General
 
Bremen
 
AL
 
—

 
59

 
1,017

 
—

 
1,076

 
18

 
9/29/2014
 
2014
Dollar General
 
Butler
 
AL
 
—

 
338

 
1,093

 
—

 
1,431

 
49

 
3/28/2014
 
2014
Dollar General
 
Childersburg
 
AL
 
—

 
328

 
986

 
—

 
1,314

 
49

 
2/7/2014
 
2013
Dollar General
 
Chunchula
 
AL
 
—

 
174

 
697

 
—

 
871

 
106

 
4/26/2012
 
2012
Dollar General
 
Cullman
 
AL
 
—

 
331

 
780

 
—

 
1,111

 
35

 
3/28/2014
 
2013
Dollar General
 
Cullman
 
AL
 
—

 
221

 
861

 
—

 
1,082

 
13

 
9/26/2014
 
2014
Dollar General
 
Frisco City
 
AL
 
—

 
121

 
836

 
—

 
957

 
41

 
2/26/2014
 
2014
Dollar General
 
Gardendale
 
AL
 
—

 
142

 
805

 
—

 
947

 
107

 
8/9/2012
 
2012
Dollar General
 
Hartselle
 
AL
 
—

 
473

 
983

 
—

 
1,456

 
49

 
2/7/2014
 
2013
Dollar General
 
Headland
 
AL
 
—

 
387

 
1,091

 
—

 
1,478

 
19

 
8/13/2014
 
2014
Dollar General
 
Mobile
 
AL
 
—

 
207

 
1,039

 
—

 
1,246

 
51

 
2/7/2014
 
2013
Dollar General
 
Moulton
 
AL
 
—

 
517

 
1,207

 
—

 
1,724

 
184

 
4/26/2012
 
2012
Dollar General
 
Mt. Vernon
 
AL
 
—

 
260

 
1,402

 
—

 
1,662

 
69

 
2/7/2014
 
2013
Dollar General
 
Ohatchee
 
AL
 
—

 
97

 
942

 
—

 
1,039

 
31

 
4/17/2014
 
2014
Dollar General
 
Phenix City
 
AL
 
—

 
267

 
929

 
—

 
1,196

 
45

 
2/7/2014
 
2012
Dollar General
 
Phenix City
 
AL
 
—

 
386

 
1,104

 
—

 
1,490

 
55

 
2/7/2014
 
2013
Dollar General
 
Red Level
 
AL
 
300

 
120

 
680

 
—

 
800

 
122

 
10/31/2011
 
2010
Dollar General
 
Sylacauga
 
AL
 
—

 
120

 
968

 
—

 
1,088

 
47

 
2/7/2014
 
2013
Dollar General
 
Tarrant
 
AL
 
697

 
217

 
869

 
—

 
1,086

 
148

 
12/12/2011
 
2011
Dollar General
 
Troy
 
AL
 
—

 
67

 
963

 
—

 
1,030

 
47

 
2/7/2014
 
2013
Dollar General
 
Tuscaloosa
 
AL
 
300

 
133

 
756

 
—

 
889

 
129

 
12/30/2011
 
2011
Dollar General
 
Vance
 
AL
 
—

 
191

 
731

 
—

 
922

 
33

 
3/28/2014
 
2014
Dollar General
 
Ash Flat
 
AR
 
—

 
44

 
132

 
—

 
176

 
19

 
6/19/2012
 
1997
Dollar General
 
Batesville
 
AR
 
—

 
32

 
285

 
—

 
317

 
23

 
7/25/2013
 
1998

F-131
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Batesville
 
AR
 
—

 
42

 
374

 
—

 
416

 
31

 
7/25/2013
 
1999
Dollar General
 
Beebe
 
AR
 
—

 
51

 
478

 
—

 
529

 
38

 
7/25/2013
 
1999
Dollar General
 
Bella Vista
 
AR
 
—

 
129

 
302

 
—

 
431

 
53

 
11/10/2011
 
2005
Dollar General
 
Bergman
 
AR
 
—

 
113

 
639

 
—

 
752

 
88

 
7/2/2012
 
2011
Dollar General
 
Blytheville
 
AR
 
—

 
30

 
285

 
—

 
315

 
23

 
7/25/2013
 
2000
Dollar General
 
Carlisle
 
AR
 
—

 
13

 
245

 
—

 
258

 
43

 
11/10/2011
 
2005
Dollar General
 
Des Arc
 
AR
 
—

 
56

 
508

 
—

 
564

 
42

 
7/25/2013
 
1999
Dollar General
 
Dumas
 
AR
 
—

 
46

 
412

 
—

 
458

 
34

 
7/25/2013
 
2000
Dollar General
 
Flippin
 
AR
 
—

 
53

 
64

 
—

 
117

 
9

 
6/19/2012
 
1994
Dollar General
 
Gassville
 
AR
 
—

 
54

 
325

 
—

 
379

 
26

 
7/25/2013
 
1999
Dollar General
 
Green Forest
 
AR
 
—

 
52

 
303

 
—

 
355

 
52

 
11/10/2011
 
2005
Dollar General
 
Higden
 
AR
 
—

 
52

 
469

 
—

 
521

 
38

 
7/25/2013
 
1995
Dollar General
 
Lake Village
 
AR
 
—

 
64

 
362

 
—

 
426

 
30

 
7/25/2013
 
1995
Dollar General
 
Lepanto
 
AR
 
—

 
43

 
389

 
—

 
432

 
32

 
7/25/2013
 
1995
Dollar General
 
Little Rock
 
AR
 
—

 
73

 
412

 
—

 
485

 
34

 
7/25/2013
 
1995
Dollar General
 
Marvell
 
AR
 
—

 
40

 
364

 
—

 
404

 
29

 
7/25/2013
 
1995
Dollar General
 
Maynard
 
AR
 
—

 
73

 
654

 
—

 
727

 
75

 
12/4/2012
 
1995
Dollar General
 
McGehee
 
AR
 
—

 
25

 
228

 
—

 
253

 
19

 
7/25/2013
 
1998
Dollar General
 
Quitman
 
AR
 
—

 
45

 
426

 
—

 
471

 
34

 
7/25/2013
 
2001
Dollar General
 
Searcy
 
AR
 
—

 
29

 
263

 
—

 
292

 
22

 
7/25/2013
 
1998
Dollar General
 
Tuckerman
 
AR
 
—

 
49

 
280

 
—

 
329

 
23

 
7/25/2013
 
1999
Dollar General
 
White Hall
 
AR
 
—

 
43

 
388

 
—

 
431

 
32

 
7/25/2013
 
1999
Dollar General
 
Wooster
 
AR
 
—

 
74

 
664

 
—

 
738

 
76

 
12/4/2012
 
1995
Dollar General
 
Grand Ridge
 
FL
 
300

 
76

 
684

 
—

 
760

 
117

 
12/30/2011
 
2010
Dollar General
 
Lakeland
 
FL
 
—

 
413

 
1,810

 
—

 
2,223

 
87

 
2/7/2014
 
2012
Dollar General
 
Molino
 
FL
 
400

 
178

 
1,007

 
—

 
1,185

 
181

 
10/31/2011
 
2011
Dollar General
 
Palatka
 
FL
 
—

 
113

 
1,196

 
—

 
1,309

 
42

 
5/7/2014
 
2013
Dollar General
 
Panama City
 
FL
 
—

 
139

 
312

 
—

 
451

 
39

 
6/19/2012
 
1987
Dollar General
 
Guyton
 
GA
 
—

 
213

 
852

 
—

 
1,065

 
74

 
6/3/2013
 
2011
Dollar General
 
Lyerly
 
GA
 
—

 
251

 
992

 
—

 
1,243

 
48

 
2/7/2014
 
2012
Dollar General
 
Shiloh
 
GA
 
—

 
150

 
743

 
—

 
893

 
19

 
8/13/2014
 
2014
Dollar General
 
Thomaston
 
GA
 
—

 
308

 
972

 
—

 
1,280

 
48

 
2/7/2014
 
2013


F-132
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Cedar Falls
 
IA
 
—

 
96

 
862

 
—

 
958

 
67

 
8/28/2013
 
2013
Dollar General
 
Center Point
 
IA
 
—

 
136

 
772

 
—

 
908

 
89

 
12/31/2012
 
2012
Dollar General
 
Chariton
 
IA
 
—

 
165

 
934

 
—

 
1,099

 
125

 
8/31/2012
 
2012
Dollar General
 
Eagle Grove
 
IA
 
—

 
100

 
902

 
—

 
1,002

 
74

 
7/9/2013
 
2013
Dollar General
 
Estherville
 
IA
 
—

 
226

 
903

 
—

 
1,129

 
112

 
10/25/2012
 
2012
Dollar General
 
Hampton
 
IA
 
593

 
188

 
751

 
—

 
939

 
121

 
2/1/2012
 
2012
Dollar General
 
Lake Mills
 
IA
 
511

 
81

 
728

 
—

 
809

 
118

 
2/1/2012
 
2012
Dollar General
 
Nashua
 
IA
 
—

 
136

 
768

 
—

 
904

 
99

 
9/6/2012
 
2012
Dollar General
 
Ottumwa
 
IA
 
—

 
143

 
812

 
—

 
955

 
89

 
1/31/2013
 
2012
Dollar General
 
Altamont
 
IL
 
531

 
211

 
844

 
—

 
1,055

 
132

 
3/9/2012
 
2012
Dollar General
 
Carthage
 
IL
 
—

 
48

 
908

 
—

 
956

 
121

 
8/31/2012
 
2012
Dollar General
 
DeSoto
 
IL
 
—

 
138

 
784

 
—

 
922

 
79

 
3/26/2013
 
2013
Dollar General
 
Fairbury
 
IL
 
—

 
96

 
867

 
—

 
963

 
75

 
6/7/2013
 
2013
Dollar General
 
Galatia
 
IL
 
—

 
87

 
1,008

 
—

 
1,095

 
19

 
7/29/2014
 
2014
Dollar General
 
Henry
 
IL
 
—

 
104

 
934

 
—

 
1,038

 
85

 
5/23/2013
 
2013
Dollar General
 
Jacksonville
 
IL
 
—

 
145

 
823

 
—

 
968

 
110

 
8/31/2012
 
2012
Dollar General
 
Jonesboro
 
IL
 
—

 
77

 
309

 
—

 
386

 
54

 
11/10/2011
 
2007
Dollar General
 
Lexington
 
IL
 
—

 
100

 
899

 
—

 
999

 
116

 
9/21/2012
 
2012
Dollar General
 
Mackinaw
 
IL
 
—

 
149

 
1,011

 
—

 
1,160

 
50

 
2/25/2014
 
2013
Dollar General
 
Mahomet
 
IL
 
—

 
292

 
877

 
—

 
1,169

 
68

 
8/22/2013
 
2013
Dollar General
 
Marion
 
IL
 
—

 
153

 
867

 
—

 
1,020

 
112

 
9/24/2012
 
1995
Dollar General
 
Minonk
 
IL
 
—

 
56

 
1,034

 
—

 
1,090

 
20

 
7/2/2014
 
2014
Dollar General
 
Mount Morris
 
IL
 
—

 
97

 
877

 
—

 
974

 
101

 
12/17/2012
 
2012
Dollar General
 
Park Forest
 
IL
 
—

 
390

 
1,036

 
—

 
1,426

 
16

 
8/1/2014
 
2013
Dollar General
 
Pittsburg
 
IL
 
—

 
97

 
915

 
—

 
1,012

 
41

 
3/31/2014
 
2014
Dollar General
 
Rockford
 
IL
 
—

 
464

 
597

 
—

 
1,061

 
14

 
6/18/2014
 
2014
Dollar General
 
Roodhouse
 
IL
 
—

 
207

 
829

 
—

 
1,036

 
95

 
12/31/2012
 
1995
Dollar General
 
Savanna
 
IL
 
—

 
273

 
1,093

 
—

 
1,366

 
125

 
12/31/2012
 
2012

F-133
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
South Pekin
 
IL
 
—

 
104

 
933

 
—

 
1,037

 
72

 
8/14/2013
 
2013
Dollar General
 
Bainbridge
 
IN
 
—

 
131

 
765

 
—

 
896

 
11

 
9/22/2014
 
2010
Dollar General
 
Medaryville
 
IN
 
—

 
96

 
914

 
—

 
1,010

 
28

 
7/31/2014
 
2014
Dollar General
 
Monroeville
 
IN
 
486

 
112

 
636

 
—

 
748

 
109

 
12/22/2011
 
2011
Dollar General
 
Porter
 
IN
 
—

 
243

 
995

 
—

 
1,238

 
18

 
5/29/2014
 
2014
Dollar General
 
Rensselaer
 
IN
 
—

 
111

 
957

 
—

 
1,068

 
21

 
7/30/2014
 
2014
Dollar General
 
Richland
 
IN
 
—

 
156

 
887

 
—

 
1,043

 
18

 
4/30/2014
 
2014
Dollar General
 
Schneider
 
IN
 
—

 
124

 
1,010

 
—

 
1,134

 
14

 
9/17/2014
 
2014
Dollar General
 
Auburn
 
KS
 
—

 
42

 
801

 
—

 
843

 
107

 
8/31/2012
 
2009
Dollar General
 
Caney
 
KS
 
—

 
31

 
178

 
—

 
209

 
25

 
6/19/2012
 
1995
Dollar General
 
Cottonwood Falls
 
KS
 
—

 
89

 
802

 
—

 
891

 
107

 
8/31/2012
 
2009
Dollar General
 
Erie
 
KS
 
—

 
42

 
790

 
—

 
832

 
105

 
8/31/2012
 
2009
Dollar General
 
Garden City
 
KS
 
—

 
136

 
771

 
—

 
907

 
103

 
8/31/2012
 
2010
Dollar General
 
Harper
 
KS
 
—

 
91

 
818

 
—

 
909

 
109

 
8/31/2012
 
2009
Dollar General
 
Humboldt
 
KS
 
—

 
44

 
828

 
—

 
872

 
110

 
8/31/2012
 
2010
Dollar General
 
Kingman
 
KS
 
—

 
142

 
804

 
—

 
946

 
107

 
8/31/2012
 
2010
Dollar General
 
Medicine Lodge
 
KS
 
—

 
40

 
765

 
—

 
805

 
102

 
8/31/2012
 
2010
Dollar General
 
Minneapolis
 
KS
 
—

 
43

 
816

 
—

 
859

 
109

 
8/31/2012
 
2010
Dollar General
 
Pomona
 
KS
 
—

 
42

 
796

 
—

 
838

 
106

 
8/31/2012
 
2010
Dollar General
 
Sedan
 
KS
 
—

 
42

 
792

 
—

 
834

 
106

 
8/31/2012
 
2009
Dollar General
 
Syracuse
 
KS
 
—

 
43

 
817

 
—

 
860

 
109

 
8/31/2012
 
2010
Dollar General
 
Berea
 
KY
 
—

 
138

 
781

 
—

 
919

 
71

 
5/30/2013
 
2012
Dollar General
 
Coldiron
 
KY
 
—

 
187

 
747

 
—

 
934

 
68

 
5/30/2013
 
2013
Dollar General
 
East Bernstadt
 
KY
 
—

 
141

 
799

 
—

 
940

 
73

 
5/30/2013
 
2012
Dollar General
 
Eubank
 
KY
 
—

 
137

 
775

 
—

 
912

 
71

 
5/30/2013
 
2013
Dollar General
 
Monticello
 
KY
 
—

 
251

 
867

 
—

 
1,118

 
34

 
4/25/2014
 
2012
Dollar General
 
Nancy
 
KY
 
—

 
81

 
733

 
—

 
814

 
112

 
4/26/2012
 
2011
Dollar General
 
Whitesburg
 
KY
 
—

 
211

 
845

 
—

 
1,056

 
77

 
5/30/2013
 
2012

F-134
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Bastrop
 
LA
 
—

 
148

 
838

 
—

 
986

 
69

 
7/1/2013
 
2013
Dollar General
 
Choudrant
 
LA
 
300

 
83

 
745

 
—

 
828

 
120

 
2/6/2012
 
2011
Dollar General
 
Converse
 
LA
 
—

 
84

 
756

 
—

 
840

 
97

 
9/26/2012
 
2012
Dollar General
 
Doyline
 
LA
 
—

 
88

 
793

 
—

 
881

 
95

 
11/27/2012
 
2012
Dollar General
 
Gardner
 
LA
 
457

 
138

 
784

 
—

 
922

 
123

 
3/8/2012
 
2012
Dollar General
 
Grambling
 
LA
 
—

 
597

 
719

 
—

 
1,316

 
37

 
2/7/2014
 
2012
Dollar General
 
Jonesville
 
LA
 
—

 
103

 
929

 
—

 
1,032

 
120

 
9/27/2012
 
2012
Dollar General
 
Keithville
 
LA
 
—

 
83

 
750

 
—

 
833

 
104

 
7/26/2012
 
2012
Dollar General
 
Lake Charles
 
LA
 
—

 
102

 
919

 
—

 
1,021

 
148

 
2/29/2012
 
2012
Dollar General
 
Lake Charles
 
LA
 
—

 
406

 
770

 
—

 
1,176

 
38

 
2/7/2014
 
2012
Dollar General
 
Mangham
 
LA
 
300

 
40

 
759

 
—

 
799

 
123

 
2/6/2012
 
2011
Dollar General
 
Mount Hermon
 
LA
 
400

 
94

 
842

 
—

 
936

 
136

 
2/6/2012
 
2009
Dollar General
 
New Iberia
 
LA
 
—

 
315

 
736

 
—

 
1,051

 
112

 
4/26/2012
 
2011
Dollar General
 
Patterson
 
LA
 
—

 
259

 
1,035

 
—

 
1,294

 
157

 
4/26/2012
 
2011
Dollar General
 
Richwood
 
LA
 
400

 
97

 
869

 
—

 
966

 
140

 
2/6/2012
 
2011
Dollar General
 
Sarepta
 
LA
 
—

 
131

 
743

 
—

 
874

 
99

 
8/9/2012
 
2011
Dollar General
 
St. Martinville
 
LA
 
—

 
175

 
1,028

 
—

 
1,203

 
51

 
2/7/2014
 
2012
Dollar General
 
Thibodaux
 
LA
 
—

 
234

 
1,146

 
—

 
1,380

 
57

 
2/7/2014
 
2012
Dollar General
 
West Monroe
 
LA
 
—

 
153

 
869

 
—

 
1,022

 
136

 
3/9/2012
 
1995
Dollar General
 
Zachary
 
LA
 
—

 
248

 
743

 
—

 
991

 
113

 
4/26/2012
 
2011
Dollar General
 
Adams
 
MA
 
—

 
254

 
1,016

 
—

 
1,270

 
69

 
10/10/2013
 
2012
Dollar General
 
Bangor
 
MI
 
—

 
173

 
691

 
—

 
864

 
95

 
7/10/2012
 
2012
Dollar General
 
Bronson
 
MI
 
—

 
97

 
436

 
—

 
533

 
19

 
8/6/2014
 
1965
Dollar General
 
Cadillac
 
MI
 
467

 
187

 
747

 
—

 
934

 
117

 
3/16/2012
 
2012
Dollar General
 
Camden
 
MI
 
—

 
138

 
781

 
—

 
919

 
82

 
2/27/2013
 
2013
Dollar General
 
Carleton
 
MI
 
445

 
222

 
666

 
—

 
888

 
104

 
3/16/2012
 
2011
Dollar General
 
Covert
 
MI
 
—

 
37

 
704

 
—

 
741

 
94

 
8/30/2012
 
2012
Dollar General
 
Durand
 
MI
 
455

 
181

 
726

 
—

 
907

 
107

 
5/18/2012
 
2012

F-135
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
East Jordan
 
MI
 
—

 
125

 
709

 
—

 
834

 
98

 
7/10/2012
 
2012
Dollar General
 
Flint
 
MI
 
416

 
83

 
743

 
—

 
826

 
110

 
5/18/2012
 
2012
Dollar General
 
Flint
 
MI
 
—

 
91

 
820

 
—

 
911

 
102

 
10/31/2012
 
2012
Dollar General
 
Gaylord
 
MI
 
—

 
172

 
687

 
—

 
859

 
95

 
7/10/2012
 
2012
Dollar General
 
Iron River
 
MI
 
—

 
86

 
777

 
—

 
863

 
104

 
8/30/2012
 
2012
Dollar General
 
Manchester
 
MI
 
—

 
213

 
853

 
—

 
1,066

 
90

 
2/27/2013
 
2013
Dollar General
 
Manistique
 
MI
 
—

 
155

 
876

 
—

 
1,031

 
92

 
2/27/2013
 
2012
Dollar General
 
Melvindale
 
MI
 
—

 
242

 
967

 
—

 
1,209

 
138

 
6/26/2012
 
2012
Dollar General
 
Mount Morris
 
MI
 
—

 
110

 
988

 
—

 
1,098

 
104

 
2/27/2013
 
2012
Dollar General
 
Negaunee
 
MI
 
—

 
87

 
779

 
—

 
866

 
104

 
8/30/2012
 
2012
Dollar General
 
Rapid City
 
MI
 
—

 
179

 
716

 
—

 
895

 
75

 
2/27/2013
 
2012
Dollar General
 
Romulus
 
MI
 
—

 
199

 
794

 
—

 
993

 
84

 
2/27/2013
 
2011
Dollar General
 
Roscommon
 
MI
 
—

 
87

 
781

 
—

 
868

 
104

 
8/30/2012
 
2012
Dollar General
 
Wakefield
 
MI
 
—

 
88

 
794

 
—

 
882

 
91

 
12/19/2012
 
2012
Dollar General
 
Albert Lea
 
MN
 
—

 
223

 
551

 
—

 
774

 
16

 
5/30/2014
 
1960
Dollar General
 
Annandale
 
MN
 
—

 
212

 
848

 
—

 
1,060

 
65

 
8/2/2013
 
2013
Dollar General
 
Barnesville
 
MN
 
—

 
86

 
841

 
—

 
927

 
41

 
2/26/2014
 
2014
Dollar General
 
Cohasset
 
MN
 
—

 
87

 
964

 
—

 
1,051

 
34

 
5/2/2014
 
2013
Dollar General
 
Ely
 
MN
 
—

 
174

 
944

 
—

 
1,118

 
19

 
4/30/2014
 
2014
Dollar General
 
Hawley
 
MN
 
—

 
89

 
803

 
—

 
892

 
55

 
10/16/2013
 
2013
Dollar General
 
Melrose
 
MN
 
—

 
96

 
863

 
—

 
959

 
99

 
12/17/2012
 
2012
Dollar General
 
Milaca
 
MN
 
—

 
102

 
916

 
—

 
1,018

 
66

 
9/24/2013
 
2013
Dollar General
 
Montgomery
 
MN
 
—

 
87

 
783

 
—

 
870

 
90

 
12/17/2012
 
2012
Dollar General
 
Olivia
 
MN
 
—

 
98

 
884

 
—

 
982

 
97

 
1/31/2013
 
2012
Dollar General
 
Pequot Lakes
 
MN
 
—

 
155

 
880

 
—

 
1,035

 
68

 
8/22/2013
 
2013
Dollar General
 
Richmond
 
MN
 
—

 
96

 
836

 
—

 
932

 
41

 
2/20/2014
 
2014
Dollar General
 
Roseau
 
MN
 
—

 
143

 
808

 
—

 
951

 
55

 
10/30/2013
 
2013
Dollar General
 
Rush City
 
MN
 
—

 
126

 
716

 
—

 
842

 
99

 
7/25/2012
 
2012

F-136
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Springfield
 
MN
 
—

 
88

 
795

 
—

 
883

 
91

 
12/26/2012
 
2012
Dollar General
 
Staples
 
MN
 
—

 
150

 
848

 
—

 
998

 
62

 
9/4/2013
 
2013
Dollar General
 
Virginia
 
MN
 
—

 
147

 
831

 
—

 
978

 
91

 
1/14/2013
 
2012
Dollar General
 
Appleton City
 
MO
 
—

 
22

 
124

 
—

 
146

 
22

 
11/10/2011
 
2004
Dollar General
 
Ash Grove
 
MO
 
—

 
35

 
315

 
—

 
350

 
55

 
11/10/2011
 
2006
Dollar General
 
Ashland
 
MO
 
—

 
70

 
398

 
—

 
468

 
70

 
11/10/2011
 
2006
Dollar General
 
Aurora
 
MO
 
—

 
98

 
881

 
—

 
979

 
93

 
2/28/2013
 
2013
Dollar General
 
Auxvasse
 
MO
 
300

 
72

 
650

 
—

 
722

 
114

 
11/22/2011
 
2011
Dollar General
 
Belton
 
MO
 
—

 
105

 
948

 
—

 
1,053

 
127

 
8/3/2012
 
2012
Dollar General
 
Berkeley
 
MO
 
—

 
132

 
748

 
—

 
880

 
93

 
10/9/2012
 
2012
Dollar General
 
Bernie
 
MO
 
—

 
35

 
314

 
—

 
349

 
55

 
11/10/2011
 
2007
Dollar General
 
Billings
 
MO
 
—

 
139

 
790

 
—

 
929

 
54

 
10/17/2013
 
2013
Dollar General
 
Bloomfield
 
MO
 
—

 
23

 
215

 
—

 
238

 
37

 
11/10/2011
 
2005
Dollar General
 
Cardwell
 
MO
 
—

 
89

 
805

 
—

 
894

 
107

 
8/24/2012
 
2012
Dollar General
 
Carterville
 
MO
 
—

 
10

 
192

 
—

 
202

 
34

 
11/10/2011
 
2004
Dollar General
 
Caruthersville
 
MO
 
—

 
98

 
878

 
—

 
976

 
113

 
9/27/2012
 
2012
Dollar General
 
Caulfield
 
MO
 
—

 
139

 
789

 
—

 
928

 
91

 
12/31/2012
 
2012
Dollar General
 
Clarkton
 
MO
 
—

 
19

 
354

 
—

 
373

 
62

 
11/10/2011
 
2007
Dollar General
 
Clever
 
MO
 
—

 
136

 
542

 
—

 
678

 
77

 
6/19/2012
 
2010
Dollar General
 
Conway
 
MO
 
300

 
37

 
694

 
—

 
731

 
122

 
11/22/2011
 
2011
Dollar General
 
De Soto
 
MO
 
—

 
101

 
912

 
—

 
1,013

 
96

 
2/14/2013
 
2013
Dollar General
 
Diamond
 
MO
 
—

 
44

 
175

 
—

 
219

 
31

 
11/10/2011
 
2005
Dollar General
 
Doolittle
 
MO
 
—

 
137

 
778

 
—

 
915

 
60

 
8/2/2013
 
2013
Dollar General
 
Eagle Rock
 
MO
 
—

 
133

 
786

 
—

 
919

 
39

 
2/26/2014
 
2014
Dollar General
 
Edina
 
MO
 
—

 
127

 
722

 
—

 
849

 
93

 
9/13/2012
 
2012
Dollar General
 
Eldon
 
MO
 
—

 
52

 
986

 
—

 
1,038

 
104

 
2/14/2013
 
2013
Dollar General
 
Ellsinore
 
MO
 
—

 
30

 
579

 
—

 
609

 
102

 
11/10/2011
 
2010
Dollar General
 
Gower
 
MO
 
—

 
118

 
668

 
—

 
786

 
89

 
8/31/2012
 
2012

F-137
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Hallsville
 
MO
 
—

 
29

 
263

 
—

 
292

 
46

 
11/10/2011
 
2004
Dollar General
 
Hawk Point
 
MO
 
—

 
177

 
709

 
—

 
886

 
95

 
8/24/2012
 
2012
Dollar General
 
Humansville
 
MO
 
—

 
69

 
277

 
—

 
346

 
40

 
6/19/2012
 
2007
Dollar General
 
Jennings
 
MO
 
—

 
445

 
826

 
—

 
1,271

 
114

 
7/13/2012
 
2012
Dollar General
 
Joplin
 
MO
 
—

 
144

 
816

 
—

 
960

 
52

 
11/12/2013
 
2013
Dollar General
 
Kansas City
 
MO
 
—

 
313

 
731

 
—

 
1,044

 
94

 
9/21/2012
 
2012
Dollar General
 
King City
 
MO
 
300

 
33

 
625

 
—

 
658

 
110

 
11/22/2011
 
2010
Dollar General
 
Laurie
 
MO
 
—

 
102

 
918

 
—

 
1,020

 
58

 
11/15/2013
 
2013
Dollar General
 
Lawson
 
MO
 
—

 
29

 
162

 
—

 
191

 
29

 
11/10/2011
 
2003
Dollar General
 
Lebanon
 
MO
 
—

 
177

 
708

 
—

 
885

 
91

 
9/24/2012
 
2012
Dollar General
 
Lebanon
 
MO
 
—

 
278

 
835

 
—

 
1,113

 
107

 
9/21/2012
 
2012
Dollar General
 
Lexington
 
MO
 
—

 
149

 
846

 
—

 
995

 
61

 
9/13/2013
 
2013
Dollar General
 
Licking
 
MO
 
300

 
76

 
688

 
—

 
764

 
121

 
11/22/2011
 
2010
Dollar General
 
Lilbourn
 
MO
 
—

 
62

 
554

 
—

 
616

 
97

 
11/10/2011
 
2010
Dollar General
 
Lonedell
 
MO
 
—

 
208

 
833

 
—

 
1,041

 
80

 
4/26/2013
 
2013
Dollar General
 
Malden
 
MO
 
—

 
108

 
974

 
—

 
1,082

 
75

 
8/2/2013
 
2013
Dollar General
 
Marble Hill
 
MO
 
—

 
104

 
935

 
—

 
1,039

 
120

 
9/11/2012
 
2012
Dollar General
 
Marionville
 
MO
 
—

 
89

 
797

 
—

 
886

 
99

 
10/31/2012
 
2012
Dollar General
 
Marthasville
 
MO
 
300

 
41

 
782

 
—

 
823

 
126

 
2/1/2012
 
2011
Dollar General
 
Maysville
 
MO
 
300

 
107

 
607

 
—

 
714

 
109

 
10/31/2011
 
2010
Dollar General
 
Morehouse
 
MO
 
—

 
87

 
783

 
—

 
870

 
101

 
9/7/2012
 
2012


F-138
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
New Haven
 
MO
 
—

 
176

 
702

 
—

 
878

 
107

 
4/27/2012
 
2012
Dollar General
 
Oak Grove
 
MO
 
—

 
27

 
106

 
—

 
133

 
15

 
6/19/2012
 
1999
Dollar General
 
Oran
 
MO
 
419

 
83

 
747

 
—

 
830

 
117

 
3/30/2012
 
2012
Dollar General
 
Osceola
 
MO
 
—

 
93

 
835

 
—

 
928

 
88

 
2/19/2013
 
2012
Dollar General
 
Ozark
 
MO
 
474

 
190

 
758

 
—

 
948

 
115

 
4/27/2012
 
2012
Dollar General
 
Ozark
 
MO
 
—

 
149

 
842

 
—

 
991

 
108

 
9/24/2012
 
2012
Dollar General
 
Pacific
 
MO
 
—

 
151

 
853

 
—

 
1,004

 
122

 
6/6/2012
 
2012
Dollar General
 
Palmyra
 
MO
 
—

 
40

 
225

 
—

 
265

 
32

 
6/19/2012
 
2003
Dollar General
 
Plattsburg
 
MO
 
—

 
44

 
843

 
—

 
887

 
112

 
8/9/2012
 
2012
Dollar General
 
Qulin
 
MO
 
—

 
30

 
573

 
—

 
603

 
101

 
11/10/2011
 
2009
Dollar General
 
Robertsville
 
MO
 
—

 
131

 
744

 
—

 
875

 
99

 
8/24/2012
 
2011
Dollar General
 
Rocky Mount
 
MO
 
—

 
88

 
789

 
—

 
877

 
105

 
8/31/2012
 
2012
Dollar General
 
Rolla
 
MO
 
—

 
209

 
835

 
—

 
1,044

 
65

 
8/21/2013
 
2013
Dollar General
 
Savannah
 
MO
 
—

 
270

 
811

 
—

 
1,081

 
63

 
8/23/2013
 
2013
Dollar General
 
Sedadia
 
MO
 
—

 
273

 
637

 
—

 
910

 
82

 
9/7/2012
 
2012
Dollar General
 
Senath
 
MO
 
—

 
61

 
552

 
—

 
613

 
79

 
6/19/2012
 
2010
Dollar General
 
Seneca
 
MO
 
—

 
47

 
189

 
—

 
236

 
27

 
6/19/2012
 
1962
Dollar General
 
Shelbina
 
MO
 
—

 
101

 
911

 
—

 
1,012

 
83

 
5/22/2013
 
2013
Dollar General
 
Sikeston
 
MO
 
555

 
56

 
1,056

 
—

 
1,112

 
170

 
2/24/2012
 
2011
Dollar General
 
Sikeston
 
MO
 
—

 
144

 
819

 
—

 
963

 
109

 
8/24/2012
 
2012
Dollar General
 
Springfield
 
MO
 
—

 
378

 
702

 
—

 
1,080

 
100

 
6/14/2012
 
2012
Dollar General
 
St. Clair
 
MO
 
400

 
220

 
879

 
—

 
1,099

 
150

 
12/30/2011
 
1995
Dollar General
 
St. James
 
MO
 
—

 
81

 
244

 
—

 
325

 
35

 
6/19/2012
 
1999
Dollar General
 
St. Louis
 
MO
 
—

 
372

 
692

 
—

 
1,064

 
92

 
8/31/2012
 
2012
Dollar General
 
St. Louis
 
MO
 
—

 
260

 
606

 
—

 
866

 
78

 
9/26/2012
 
2012
Dollar General
 
Stanberry
 
MO
 
300

 
111

 
629

 
—

 
740

 
110

 
11/22/2011
 
2010
Dollar General
 
Steele
 
MO
 
—

 
31

 
598

 
—

 
629

 
105

 
11/10/2011
 
2009
Dollar General
 
Strafford
 
MO
 
—

 
51

 
471

 
—

 
522

 
81

 
11/10/2011
 
2009
Dollar General
 
Vienna
 
MO
 
394

 
78

 
704

 
—

 
782

 
114

 
2/24/2012
 
2011

F-139
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
West Plains
 
MO
 
—

 
90

 
769

 
—

 
859

 
38

 
2/20/2014
 
2014
Dollar General
 
Willow Springs
 
MO
 
—

 
24

 
213

 
—

 
237

 
30

 
6/19/2012
 
2002
Dollar General
 
Windsor
 
MO
 
—

 
86

 
829

 
—

 
915

 
41

 
2/20/2014
 
2014
Dollar General
 
Winona
 
MO
 
—

 
52

 
155

 
—

 
207

 
22

 
6/19/2012
 
2001
Dollar General
 
Edwards
 
MS
 
300

 
75

 
671

 
—

 
746

 
115

 
12/30/2011
 
2011
Dollar General
 
Greenville
 
MS
 
300

 
82

 
739

 
—

 
821

 
126

 
12/30/2011
 
2011
Dollar General
 
Hickory
 
MS
 
—

 
77

 
692

 
—

 
769

 
96

 
7/2/2012
 
2011
Dollar General
 
Jackson
 
MS
 
—

 
198

 
793

 
—

 
991

 
102

 
9/27/2012
 
2011
Dollar General
 
Meridian
 
MS
 
—

 
178

 
713

 
—

 
891

 
92

 
9/13/2012
 
2011
Dollar General
 
Meridian
 
MS
 
—

 
40

 
754

 
—

 
794

 
97

 
9/13/2012
 
2011
Dollar General
 
Moorhead
 
MS
 
356

 
107

 
606

 
—

 
713

 
89

 
5/1/2012
 
2011
Dollar General
 
Natchez
 
MS
 
—

 
166

 
664

 
—

 
830

 
95

 
6/12/2012
 
2012
Dollar General
 
Soso
 
MS
 
385

 
116

 
658

 
—

 
774

 
100

 
4/12/2012
 
2011
Dollar General
 
Stonewall
 
MS
 
—

 
116

 
655

 
—

 
771

 
90

 
7/2/2012
 
2011
Dollar General
 
Stringer
 
MS
 
—

 
116

 
655

 
—

 
771

 
91

 
7/2/2012
 
2011
Dollar General
 
Walnut Grove
 
MS
 
300

 
71

 
641

 
—

 
712

 
110

 
12/30/2011
 
2011
Dollar General
 
Edenton
 
NC
 
—

 
240

 
1,025

 
—

 
1,265

 
51

 
2/28/2014
 
2013
Dollar General
 
Fayetteville
 
NC
 
300

 
216

 
647

 
—

 
863

 
105

 
2/6/2012
 
2011
Dollar General
 
Hendersonville
 
NC
 
—

 
360

 
1,034

 
—

 
1,394

 
51

 
2/7/2014
 
2013
Dollar General
 
Hickory
 
NC
 
—

 
89

 
804

 
—

 
893

 
107

 
8/13/2012
 
2012
Dollar General
 
Morganton
 
NC
 
—

 
472

 
1,108

 
—

 
1,580

 
55

 
2/7/2014
 
2013
Dollar General
 
Ocean Isle Beach
 
NC
 
400

 
341

 
633

 
—

 
974

 
102

 
2/6/2012
 
2011
Dollar General
 
Tryon
 
NC
 
—

 
139

 
789

 
—

 
928

 
105

 
8/13/2012
 
2012
Dollar General
 
Vass
 
NC
 
300

 
226

 
528

 
—

 
754

 
85

 
2/6/2012
 
2011
Dollar General
 
Farmington
 
NM
 
—

 
269

 
807

 
—

 
1,076

 
104

 
9/6/2012
 
2012
Dollar General
 
Farmington
 
NM
 
—

 
224

 
898

 
—

 
1,122

 
74

 
7/11/2013
 
2013
Dollar General
 
Modena
 
NY
 
—

 
249

 
996

 
—

 
1,245

 
68

 
10/10/2013
 
2012

F-140
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Fairfield
 
OH
 
—

 
131

 
1,272

 
—

 
1,403

 
59

 
2/7/2014
 
2013
Dollar General
 
Forest
 
OH
 
300

 
76

 
681

 
—

 
757

 
123

 
10/31/2011
 
2010
Dollar General
 
Gratis
 
OH
 
—

 
161

 
1,042

 
—

 
1,203

 
52

 
2/18/2014
 
2013
Dollar General
 
Greenfield
 
OH
 
400

 
110

 
986

 
—

 
1,096

 
159

 
2/23/2012
 
2011
Dollar General
 
Hicksville
 
OH
 
—

 
156

 
1,490

 
—

 
1,646

 
70

 
2/7/2014
 
2012
Dollar General
 
Loudonville
 
OH
 
—

 
236

 
945

 
—

 
1,181

 
135

 
6/6/2012
 
2012
Dollar General
 
Lowell
 
OH
 
—

 
157

 
1,114

 
—

 
1,271

 
53

 
2/7/2014
 
2012
Dollar General
 
Lucasville
 
OH
 
—

 
223

 
893

 
—

 
1,116

 
132

 
5/16/2012
 
2012
Dollar General
 
New Charlisle
 
OH
 
—

 
215

 
860

 
—

 
1,075

 
119

 
7/10/2012
 
2012
Dollar General
 
New Matamoras
 
OH
 
300

 
123

 
696

 
—

 
819

 
125

 
10/31/2011
 
2010
Dollar General
 
Payne
 
OH
 
300

 
81

 
729

 
—

 
810

 
131

 
10/31/2011
 
2010
Dollar General
 
Pemberville
 
OH
 
—

 
146

 
1,059

 
—

 
1,205

 
51

 
2/7/2014
 
2012
Dollar General
 
Pleasant City
 
OH
 
300

 
131

 
740

 
—

 
871

 
133

 
10/31/2011
 
2010
Dollar General
 
Sandusky
 
OH
 
—

 
210

 
1,700

 
—

 
1,910

 
80

 
2/7/2014
 
2012
Dollar General
 
Toledo
 
OH
 
—

 
252

 
1,149

 
—

 
1,401

 
54

 
2/7/2014
 
2012
Dollar General
 
Wheelersburg
 
OH
 
—

 
395

 
1,132

 
—

 
1,527

 
56

 
2/25/2014
 
1925
Dollar General
 
Broken Bow
 
OK
 
—

 
331

 
1,325

 
—

 
1,656

 
40

 
5/19/2014
 
2012
Dollar General
 
Calera
 
OK
 
—

 
136

 
770

 
—

 
906

 
103

 
8/31/2012
 
2010
Dollar General
 
Commerce
 
OK
 
—

 
38

 
341

 
—

 
379

 
60

 
11/10/2011
 
2006
Dollar General
 
Hartshorne
 
OK
 
—

 
100

 
898

 
—

 
998

 
120

 
8/31/2012
 
2010
Dollar General
 
Lexington
 
OK
 
—

 
85

 
761

 
—

 
846

 
102

 
8/31/2012
 
2010
Dollar General
 
Maud
 
OK
 
—

 
76

 
688

 
—

 
764

 
92

 
8/31/2012
 
2010
Dollar General
 
Maysville
 
OK
 
—

 
41

 
785

 
—

 
826

 
105

 
8/31/2012
 
2010
Dollar General
 
Ponca City
 
OK
 
—

 
145

 
1,161

 
—

 
1,306

 
54

 
2/7/2014
 
2012
Dollar General
 
Rush Spring
 
OK
 
—

 
87

 
779

 
—

 
866

 
104

 
8/31/2012
 
2010
Dollar General
 
Sand Springs
 
OK
 
—

 
143

 
811

 
—

 
954

 
59

 
9/3/2013
 
2013
Dollar General
 
Sand Springs
 
OK
 
—

 
43

 
819

 
—

 
862

 
59

 
9/3/2013
 
2013
Dollar General
 
Sand Springs
 
OK
 
—

 
198

 
791

 
—

 
989

 
57

 
9/3/2013
 
2012
Dollar General
 
Tahlequah
 
OK
 
—

 
123

 
1,101

 
—

 
1,224

 
51

 
2/7/2014
 
2012

F-141
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Wagoner
 
OK
 
—

 
31

 
1,076

 
—

 
1,107

 
50

 
2/7/2014
 
2012
Dollar General
 
Pleasantville
 
PA
 
—

 
163

 
941

 
—

 
1,104

 
42

 
3/24/2014
 
2013
Dollar General
 
Sykesville
 
PA
 
—

 
68

 
1,075

 
—

 
1,143

 
48

 
3/24/2014
 
2013
Dollar General
 
Wattsburg
 
PA
 
—

 
96

 
1,031

 
—

 
1,127

 
46

 
3/24/2014
 
2014
Dollar General
 
Holly Hill
 
SC
 
1,983

 
259

 
2,333

 
—

 
2,592

 
235

 
3/6/2013
 
2013
Dollar General
 
West Union
 
SC
 
—

 
46

 
868

 
—

 
914

 
71

 
7/3/2013
 
2011
Dollar General
 
Doyle
 
TN
 
—

 
75

 
679

 
—

 
754

 
91

 
8/22/2012
 
2012
Dollar General
 
Manchester
 
TN
 
—

 
114

 
646

 
—

 
760

 
89

 
7/26/2012
 
2012
Dollar General
 
McMinnville
 
TN
 
—

 
120

 
679

 
—

 
799

 
94

 
7/12/2012
 
2012
Dollar General
 
Pleasant Hill
 
TN
 
300

 
39

 
747

 
—

 
786

 
128

 
12/30/2011
 
2011
Dollar General
 
Academy
 
TX
 
—

 
122

 
693

 
—

 
815

 
105

 
4/27/2012
 
2012
Dollar General
 
Adkins
 
TX
 
—

 
157

 
889

 
—

 
1,046

 
102

 
12/31/2012
 
2012
Dollar General
 
Amarillo
 
TX
 
—

 
97

 
877

 
—

 
974

 
68

 
8/13/2013
 
2013
Dollar General
 
Amarillo
 
TX
 
—

 
153

 
866

 
—

 
1,019

 
67

 
8/2/2013
 
2013
Dollar General
 
Amarillo
 
TX
 
—

 
198

 
794

 
—

 
992

 
65

 
7/11/2013
 
2013
Dollar General
 
Avinger
 
TX
 
—

 
44

 
830

 
—

 
874

 
64

 
8/8/2013
 
2013
Dollar General
 
Beeville
 
TX
 
—

 
90

 
810

 
—

 
900

 
97

 
11/19/2012
 
2012
Dollar General
 
Belton
 
TX
 
—

 
89

 
804

 
—

 
893

 
85

 
2/28/2013
 
2013
Dollar General
 
Blessing
 
TX
 
—

 
83

 
745

 
—

 
828

 
85

 
12/18/2012
 
2012
Dollar General
 
Boling
 
TX
 
—

 
92

 
831

 
—

 
923

 
64

 
8/13/2013
 
2013
Dollar General
 
Brookeland
 
TX
 
—

 
93

 
840

 
—

 
933

 
65

 
8/15/2013
 
2013
Dollar General
 
Bryan
 
TX
 
—

 
148

 
840

 
—

 
988

 
108

 
9/14/2012
 
2012
Dollar General
 
Bryan
 
TX
 
—

 
193

 
772

 
—

 
965

 
99

 
9/14/2012
 
2012
Dollar General
 
Bryan
 
TX
 
—

 
185

 
740

 
—

 
925

 
99

 
8/31/2012
 
2009
Dollar General
 
Buchanan Dam
 
TX
 
562

 
145

 
820

 
—

 
965

 
106

 
9/28/2012
 
2012
Dollar General
 
Canyon Lake
 
TX
 
—

 
149

 
843

 
—

 
992

 
105

 
10/12/2012
 
2012
Dollar General
 
Cedar Creek
 
TX
 
—

 
291

 
680

 
—

 
971

 
81

 
11/16/2012
 
2012
Dollar General
 
Como
 
TX
 
386

 
76

 
683

 
—

 
759

 
104

 
4/20/2012
 
2012

F-142
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Corpus Christi
 
TX
 
—

 
270

 
809

 
—

 
1,079

 
93

 
12/26/2012
 
2012
Dollar General
 
Diana
 
TX
 
—

 
186

 
743

 
—

 
929

 
57

 
8/27/2013
 
2013
Dollar General
 
Dickinson
 
TX
 
—

 
87

 
786

 
—

 
873

 
101

 
9/25/2012
 
2012
Dollar General
 
Donna
 
TX
 
—

 
136

 
768

 
—

 
904

 
99

 
9/11/2012
 
2012
Dollar General
 
Donna
 
TX
 
—

 
200

 
799

 
—

 
999

 
99

 
10/12/2012
 
2012
Dollar General
 
Donna
 
TX
 
—

 
145

 
820

 
—

 
965

 
90

 
1/31/2013
 
2012
Dollar General
 
Edinburg
 
TX
 
—

 
136

 
769

 
—

 
905

 
99

 
9/7/2012
 
2012
Dollar General
 
Edinburg
 
TX
 
—

 
102

 
914

 
—

 
1,016

 
75

 
7/16/2013
 
2013
Dollar General
 
Elmendorf
 
TX
 
—

 
94

 
847

 
—

 
941

 
105

 
10/23/2012
 
2012
Dollar General
 
Ganado
 
TX
 
—

 
95

 
857

 
—

 
952

 
66

 
8/13/2013
 
2013
Dollar General
 
Gladewater
 
TX
 
—

 
184

 
736

 
—

 
920

 
98

 
8/31/2012
 
2009
Dollar General
 
Gordonville
 
TX
 
384

 
38

 
717

 
—

 
755

 
109

 
4/20/2012
 
2012
Dollar General
 
Kyle
 
TX
 
—

 
132

 
747

 
—

 
879

 
96

 
9/26/2012
 
2012
Dollar General
 
Kyle
 
TX
 
—

 
101

 
910

 
—

 
1,011

 
53

 
12/6/2013
 
2013
Dollar General
 
La Marque
 
TX
 
—

 
102

 
917

 
—

 
1,019

 
122

 
8/31/2012
 
2010
Dollar General
 
Lacy Lakeview
 
TX
 
—

 
146

 
826

 
—

 
972

 
99

 
11/16/2012
 
2012
Dollar General
 
Laredo
 
TX
 
—

 
253

 
758

 
—

 
1,011

 
105

 
7/31/2012
 
2012
Dollar General
 
Lubbock
 
TX
 
—

 
267

 
801

 
—

 
1,068

 
107

 
8/31/2012
 
2010
Dollar General
 
Lubbock
 
TX
 
—

 
199

 
796

 
—

 
995

 
61

 
8/28/2013
 
2013
Dollar General
 
Lubbock
 
TX
 
—

 
148

 
841

 
—

 
989

 
77

 
5/16/2013
 
2013
Dollar General
 
Lubbock
 
TX
 
—

 
41

 
825

 
—

 
866

 
41

 
2/20/2014
 
2014
Dollar General
 
Lyford
 
TX
 
300

 
80

 
724

 
—

 
804

 
124

 
12/30/2011
 
2010
Dollar General
 
Lytle
 
TX
 
—

 
243

 
971

 
—

 
1,214

 
66

 
10/30/2013
 
2013
Dollar General
 
Mercedes
 
TX
 
—

 
215

 
859

 
—

 
1,074

 
66

 
8/2/2013
 
2013
Dollar General
 
Mission
 
TX
 
—

 
158

 
894

 
—

 
1,052

 
90

 
3/27/2013
 
2013
Dollar General
 
Moody
 
TX
 
—

 
41

 
781

 
—

 
822

 
68

 
6/11/2013
 
2013
Dollar General
 
Morgans Point
 
TX
 
—

 
145

 
821

 
—

 
966

 
106

 
9/13/2012
 
2012
Dollar General
 
Mount Pleasant
 
TX
 
—

 
214

 
858

 
—

 
1,072

 
114

 
8/31/2012
 
2009

F-143
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
New Braunfels
 
TX
 
—

 
205

 
818

 
—

 
1,023

 
109

 
8/31/2012
 
2012
Dollar General
 
New Braunfels
 
TX
 
—

 
95

 
855

 
—

 
950

 
90

 
2/14/2013
 
2013
Dollar General
 
New Braunfels
 
TX
 
—

 
156

 
883

 
—

 
1,039

 
60

 
10/30/2013
 
2013
Dollar General
 
Orange
 
TX
 
—

 
277

 
1,150

 
—

 
1,427

 
52

 
2/7/2014
 
2012
Dollar General
 
Poteet
 
TX
 
400

 
96

 
864

 
—

 
960

 
156

 
10/31/2011
 
2010
Dollar General
 
Presidio
 
TX
 
—

 
72

 
1,370

 
—

 
1,442

 
138

 
3/28/2013
 
2013
Dollar General
 
Progreso
 
TX
 
400

 
169

 
957

 
—

 
1,126

 
173

 
10/31/2011
 
2010
Dollar General
 
Rio Grande City
 
TX
 
300

 
137

 
779

 
—

 
916

 
140

 
10/31/2011
 
2010
Dollar General
 
Rio Grande City
 
TX
 
514

 
163

 
652

 
—

 
815

 
105

 
2/1/2012
 
2011
Dollar General
 
Roma
 
TX
 
500

 
253

 
1,010

 
—

 
1,263

 
182

 
10/31/2011
 
2010
Dollar General
 
San Antonio
 
TX
 
—

 
252

 
756

 
—

 
1,008

 
94

 
10/22/2012
 
2012
Dollar General
 
San Antonio
 
TX
 
—

 
222

 
888

 
—

 
1,110

 
110

 
10/22/2012
 
2012
Dollar General
 
San Antonio
 
TX
 
—

 
163

 
926

 
—

 
1,089

 
98

 
2/14/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
271

 
812

 
—

 
1,083

 
74

 
5/23/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
239

 
956

 
—

 
1,195

 
96

 
3/11/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
220

 
880

 
—

 
1,100

 
72

 
7/9/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
333

 
776

 
—

 
1,109

 
60

 
8/13/2013
 
2013
Dollar General
 
San Benito
 
TX
 
—

 
202

 
807

 
—

 
1,009

 
62

 
8/23/2013
 
2013
Dollar General
 
San Juan
 
TX
 
—

 
169

 
956

 
—

 
1,125

 
60

 
11/15/2013
 
2013
Dollar General
 
Silsbee
 
TX
 
—

 
43

 
810

 
—

 
853

 
112

 
7/6/2012
 
2012
Dollar General
 
Skidmore
 
TX
 
—

 
90

 
811

 
—

 
901

 
85

 
2/14/2013
 
2013
Dollar General
 
Sullivan City
 
TX
 
—

 
165

 
876

 
—

 
1,041

 
43

 
2/26/2014
 
2014
Dollar General
 
Texarkana
 
TX
 
—

 
136

 
772

 
—

 
908

 
52

 
10/25/2013
 
2013
Dollar General
 
Troy
 
TX
 
—

 
93

 
841

 
—

 
934

 
108

 
9/12/2012
 
2012
Dollar General
 
Tyler
 
TX
 
—

 
219

 
875

 
—

 
1,094

 
117

 
8/31/2012
 
2010
Dollar General
 
Tyler
 
TX
 
—

 
602

 
956

 
—

 
1,558

 
48

 
2/7/2014
 
2013
Dollar General
 
Victoria
 
TX
 
—

 
91

 
817

 
—

 
908

 
90

 
1/31/2013
 
2013
Dollar General
 
Vidor
 
TX
 
—

 
—

 
1,182

 
—

 
1,182

 
53

 
2/7/2014
 
2012
Dollar General
 
Waco
 
TX
 
—

 
192

 
767

 
—

 
959

 
102

 
8/31/2012
 
2012
Dollar General
 
Weslaco
 
TX
 
—

 
215

 
862

 
—

 
1,077

 
111

 
9/24/2012
 
2012
Dollar General
 
Weslaco
 
TX
 
—

 
205

 
822

 
—

 
1,027

 
56

 
10/16/2013
 
2013


F-144
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Dollar General
 
Burkeville
 
VA
 
—

 
160

 
906

 
—

 
1,066

 
134

 
5/8/2012
 
2012
Dollar General
 
Chesterfield
 
VA
 
400

 
242

 
726

 
—

 
968

 
117

 
2/6/2012
 
2011
Dollar General
 
Danville
 
VA
 
300

 
155

 
621

 
—

 
776

 
100

 
2/6/2012
 
2011
Dollar General
 
Hopewell
 
VA
 
500

 
584

 
713

 
—

 
1,297

 
115

 
2/6/2012
 
2011
Dollar General
 
Hot Springs
 
VA
 
400

 
283

 
661

 
—

 
944

 
107

 
2/6/2012
 
2011
Dollar General
 
Mellen
 
WI
 
300

 
79

 
711

 
—

 
790

 
122

 
12/30/2011
 
2011
Dollar General
 
Minong
 
WI
 
300

 
38

 
727

 
—

 
765

 
124

 
12/30/2011
 
2011
Dollar General
 
Solon Springs
 
WI
 
300

 
76

 
685

 
—

 
761

 
117

 
12/30/2011
 
2011
Dollar General
 
Chelyan
 
WV
 
—

 
273

 
1,092

 
—

 
1,365

 
79

 
9/27/2013
 
2013
Dollar General
 
Cowen
 
WV
 
—

 
196

 
783

 
—

 
979

 
86

 
1/16/2013
 
2012
Dollar General
 
Elkview
 
WV
 
—

 
274

 
823

 
—

 
1,097

 
64

 
8/2/2013
 
2013
Dollar General
 
McMechen
 
WV
 
—

 
91

 
819

 
—

 
910

 
90

 
1/9/2013
 
2012
Dollar General
 
Millwood
 
WV
 
—

 
98

 
881

 
—

 
979

 
72

 
7/2/2013
 
2013
Dollar General
 
Oceana
 
WV
 
—

 
317

 
1,023

 
—

 
1,340

 
10

 
11/20/2014
 
#N/A
Dollar General
 
Powhatan Point
 
WV
 
—

 
138

 
784

 
—

 
922

 
64

 
7/2/2013
 
2014
Dollar Tree
 
Chiefland
 
FL
 
—

 
322

 
1,123

 
—

 
1,445

 
50

 
3/31/2014
 
2013
DoPaco
 
St. Charles
 
IL
 
7,789

 
1,700

 
8,000

 
—

 
9,700

 
470

 
2/21/2014
 
1993
DoPaco
 
Kinston
 
NC
 
8,930

 
569

 
8,307

 
—

 
8,876

 
464

 
2/21/2014
 
1995
Dragon China Buffet
 
Carlsbad
 
NM
 
—

 
208

 
104

 
—

 
312

 
9

 
6/27/2013
 
1995
Dunkin Donuts/Baskin-Robbins
 
Dearborn Heights
 
MI
 
—

 
230

 
846

 
—

 
1,076

 
68

 
6/27/2013
 
1995
Earhart Corporate Center
 
Ann Arbor
 
MI
 
28,818

 
3,520

 
39,639

 
—

 
43,159

 
2,122

 
11/5/2013
 
2006
East Supreme Buffet
 
Whitehall
 
PA
 
—

 
384

 
372

 
—

 
756

 
16

 
6/27/2013
 
1997
Eegee's
 
Tucson
 
AZ
 
—

 
357

 
436

 
—

 
793

 
34

 
7/31/2013
 
1990
Einstein Bros. Bagels
 
Dearborn
 
MI
 
—

 
190

 
724

 
—

 
914

 
59

 
6/27/2013
 
1995
El Chico
 
Killeen
 
TX
 
—

 
534

 
992

 
—

 
1,526

 
86

 
7/31/2013
 
1993
El Tapatio Mexican Restaurant
 
Page
 
AZ
 
—

 
170

 
133

 
—

 
303

 
12

 
6/27/2013
 
1988
Elite Production Services
 
Cuero
 
TX
 
—

 
127

 
982

 
—

 
1,109

 
24

 
6/25/2014
 
2014
EMC Corporation
 
Bedford
 
MA
 
51,400

 
16,594

 
75,137

 
—

 
91,731

 
3,043

 
2/7/2014
 
2001

F-145
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Emdeon Business Services
 
Nashville
 
TN
 
4,700

 
688

 
10,417

 
—

 
11,105

 
382

 
2/7/2014
 
2010
Encana Oil & Gas
 
Plano
 
TX
 
66,000

 
2,493

 
95,231

 
—

 
97,724

 
3,460

 
2/7/2014
 
2012
Energy Maintenance Services US
 
Pasadena
 
TX
 
—

 
393

 
2,878

 
—

 
3,271

 
70

 
6/12/2014
 
2011
Entegra Fastener Corporation
 
Wood Dale
 
IL
 
4,665

 
1,508

 
6,937

 
—

 
8,445

 
153

 
2/21/2014
 
1988
Evans Exchange
 
Evans
 
GA
 
6,730

 
3,452

 
9,821

 
—

 
13,273

 
450

 
2/7/2014
 
2009
Exelis
 
Herndon
 
VA
 
—

 
1,384

 
53,584

 
—

 
54,968

 
2,928

 
11/5/2013
 
1999
Experian
 
Schaumburg
 
IL
 
—

 
5,935

 
26,003

 
—

 
31,938

 
1,065

 
2/7/2014
 
1986
Express Energy Services
 
Pleasanton
 
TX
 
—

 
413

 
5,541

 
—

 
5,954

 
134

 
6/12/2014
 
2012
Express Scripts
 
Berkeley
 
MO
 
22,620

 
5,706

 
32,333

 
—

 
38,039

 
5,651

 
1/25/2012
 
2011
Exterran Energy Solutions
 
Fort Worth
 
TX
 
—

 
1,360

 
5,704

 
—

 
7,064

 
91

 
9/5/2014
 
2011
Falcon Valley Shopping Center
 
Lenexa
 
KS
 
6,375

 
2,081

 
11,323

 
—

 
13,404

 
530

 
2/7/2014
 
1995
Family Dollar
 
Bessemer
 
AL
 
—

 
295

 
1,301

 
—

 
1,596

 
35

 
6/16/2014
 
2014
Family Dollar
 
Camden
 
AL
 
—

 
137

 
851

 
—

 
988

 
28

 
5/29/2014
 
2014
Family Dollar
 
Grove Hill
 
AL
 
—

 
144

 
741

 
—

 
885

 
14

 
7/24/2014
 
2013
Family Dollar
 
Hayneville
 
AL
 
—

 
172

 
722

 
—

 
894

 
26

 
5/7/2014
 
2013
Family Dollar
 
Hoover
 
AL
 
—

 
368

 
1,153

 
—

 
1,521

 
19

 
8/29/2014
 
2014
Family Dollar
 
Huntsville
 
AL
 
—

 
476

 
1,092

 
—

 
1,568

 
17

 
8/29/2014
 
2014
Family Dollar
 
Jemison
 
AL
 
757

 
143

 
997

 
—

 
1,140

 
49

 
2/7/2014
 
2011
Family Dollar
 
Marion
 
AL
 
—

 
247

 
780

 
—

 
1,027

 
15

 
7/30/2014
 
2014
Family Dollar
 
Millbrook
 
AL
 
—

 
316

 
1,052

 
—

 
1,368

 
18

 
8/28/2014
 
2013
Family Dollar
 
Montgomery
 
AL
 
—

 
218

 
847

 
—

 
1,065

 
14

 
8/28/2014
 
2013
Family Dollar
 
Montgomery
 
AL
 
959

 
533

 
936

 
—

 
1,469

 
47

 
2/7/2014
 
2010
Family Dollar
 
Wilmer
 
AL
 
—

 
221

 
791

 
—

 
1,012

 
26

 
5/29/2014
 
2014
Family Dollar
 
EL DORADO
 
AR
 
—

 
151

 
806

 
—

 
957

 
16

 
8/28/2014
 
1988
Family Dollar
 
El Dorado
 
AR
 
663

 
49

 
1,003

 
—

 
1,052

 
46

 
2/7/2014
 
2002
Family Dollar
 
Hot Springs
 
AR
 
—

 
247

 
845

 
—

 
1,092

 
40

 
2/7/2014
 
2011
Family Dollar
 
Jacksonville
 
AR
 
571

 
155

 
758

 
—

 
913

 
35

 
2/7/2014
 
2002
Family Dollar
 
Little Rock
 
AR
 
467

 
125

 
629

 
—

 
754

 
29

 
2/7/2014
 
2002

F-146
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Ash Fork
 
AZ
 
—

 
123

 
1,015

 
—

 
1,138

 
17

 
8/28/2014
 
2013
Family Dollar
 
Avondale
 
AZ
 
974

 
603

 
882

 
—

 
1,485

 
44

 
2/7/2014
 
2002
Family Dollar
 
Casa Grande
 
AZ
 
—

 
454

 
313

 
—

 
767

 
18

 
2/7/2014
 
2003
Family Dollar
 
Coolidge
 
AZ
 
603

 
126

 
785

 
—

 
911

 
38

 
2/7/2014
 
2000
Family Dollar
 
Duncan
 
AZ
 
—

 
98

 
895

 
—

 
993

 
15

 
8/28/2014
 
2013
Family Dollar
 
Fort Mohave
 
AZ
 
—

 
302

 
571

 
—

 
873

 
30

 
2/7/2014
 
2001
Family Dollar
 
GOLDEN VALLEY
 
AZ
 
—

 
110

 
772

 
—

 
882

 
16

 
8/28/2014
 
2001
Family Dollar
 
Guadalupe
 
AZ
 
—

 
400

 
584

 
—

 
984

 
30

 
2/7/2014
 
2004
Family Dollar
 
Mohave Valley
 
AZ
 
—

 
302

 
281

 
—

 
583

 
16

 
2/7/2014
 
2003
Family Dollar
 
PHOENIX
 
AZ
 
—

 
303

 
712

 
—

 
1,015

 
14

 
8/28/2014
 
2004
Family Dollar
 
Phoenix
 
AZ
 
—

 
416

 
1,229

 
—

 
1,645

 
20

 
8/28/2014
 
2013
Family Dollar
 
Phoenix
 
AZ
 
—

 
1,109

 
767

 
—

 
1,876

 
41

 
2/7/2014
 
2003
Family Dollar
 
Phoenix
 
AZ
 
1,040

 
504

 
1,079

 
—

 
1,583

 
54

 
2/7/2014
 
2003
Family Dollar
 
Dacano
 
CO
 
757

 
155

 
959

 
—

 
1,114

 
48

 
2/7/2014
 
2003
Family Dollar
 
Fort Lupton
 
CO
 
916

 
154

 
1,180

 
—

 
1,334

 
59

 
2/7/2014
 
1961
Family Dollar
 
Rangeley
 
CO
 
323

 
66

 
593

 
—

 
659

 
87

 
5/4/2012
 
2010
Family Dollar
 
New Britain
 
CT
 
—

 
484

 
1,280

 
—

 
1,764

 
13

 
10/14/2014
 
2013
Family Dollar
 
Altha
 
FL
 
—

 
126

 
727

 
—

 
853

 
37

 
2/7/2014
 
2011
Family Dollar
 
Anthony
 
FL
 
—

 
242

 
1,037

 
—

 
1,279

 
13

 
10/30/2014
 
2014
Family Dollar
 
Apopka
 
FL
 
1,127

 
518

 
1,402

 
—

 
1,920

 
64

 
2/7/2014
 
2011
Family Dollar
 
Auburndale
 
FL
 
—

 
314

 
951

 
—

 
1,265

 
16

 
8/28/2014
 
2013
Family Dollar
 
Belleview
 
FL
 
—

 
332

 
829

 
—

 
1,161

 
39

 
2/7/2014
 
2013
Family Dollar
 
Beverly Hills
 
FL
 
—

 
409

 
965

 
—

 
1,374

 
16

 
8/28/2014
 
2013
Family Dollar
 
Bonita Springs
 
FL
 
—

 
672

 
918

 
—

 
1,590

 
47

 
2/7/2014
 
2013
Family Dollar
 
Bristol
 
FL
 
631

 
202

 
727

 
—

 
929

 
37

 
2/7/2014
 
2011
Family Dollar
 
Bunnell
 
FL
 
—

 
188

 
936

 
—

 
1,124

 
16

 
8/28/2014
 
2013
Family Dollar
 
Cape Coral
 
FL
 
—

 
675

 
1,190

 
—

 
1,865

 
53

 
3/5/2014
 
2013
Family Dollar
 
Citra
 
FL
 
—

 
47

 
1,038

 
—

 
1,085

 
17

 
8/28/2014
 
2013

F-147
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Clearwater
 
FL
 
—

 
425

 
1,006

 
—

 
1,431

 
16

 
8/22/2014
 
2014
Family Dollar
 
Deland
 
FL
 
1,057

 
492

 
1,293

 
—

 
1,785

 
60

 
2/7/2014
 
2011
Family Dollar
 
Deltona
 
FL
 
686

 
171

 
1,074

 
—

 
1,245

 
47

 
2/7/2014
 
2004
Family Dollar
 
Deltona
 
FL
 
1,042

 
206

 
1,578

 
—

 
1,784

 
71

 
2/7/2014
 
2011
Family Dollar
 
Fort Meade
 
FL
 
417

 
211

 
606

 
—

 
817

 
26

 
2/7/2014
 
2000
Family Dollar
 
Fort Myers
 
FL
 
973

 
189

 
1,344

 
—

 
1,533

 
63

 
2/7/2014
 
2002
Family Dollar
 
Fountain
 
FL
 
—

 
202

 
825

 
—

 
1,027

 
14

 
8/28/2014
 
2014
Family Dollar
 
Gainesville
 
FL
 
1,002

 
423

 
1,263

 
—

 
1,686

 
58

 
2/7/2014
 
2011
Family Dollar
 
Graceville
 
FL
 
—

 
367

 
810

 
—

 
1,177

 
33

 
4/30/2014
 
2013
Family Dollar
 
Jacksonville
 
FL
 
1,028

 
271

 
1,121

 
—

 
1,392

 
50

 
2/7/2014
 
2011
Family Dollar
 
Jacksonville
 
FL
 
789

 
545

 
1,173

 
—

 
1,718

 
54

 
2/7/2014
 
2008
Family Dollar
 
Kissimmee
 
FL
 
970

 
643

 
1,071

 
—

 
1,714

 
48

 
2/7/2014
 
2011
Family Dollar
 
Lake Alfred
 
FL
 
—

 
484

 
1,006

 
—

 
1,490

 
—

 
12/23/2014
 
2014
Family Dollar
 
Lake City
 
FL
 
622

 
186

 
872

 
—

 
1,058

 
40

 
2/7/2014
 
2011
Family Dollar
 
Lake Panasoffkee
 
FL
 
—

 
237

 
696

 
—

 
933

 
31

 
3/25/2014
 
2013
Family Dollar
 
Lakeland
 
FL
 
732

 
339

 
785

 
—

 
1,124

 
39

 
2/7/2014
 
2003
Family Dollar
 
Largo
 
FL
 
—

 
844

 
962

 
—

 
1,806

 
48

 
2/7/2014
 
2013
Family Dollar
 
Middleburg
 
FL
 
—

 
274

 
822

 
—

 
1,096

 
71

 
6/4/2013
 
2008
Family Dollar
 
Milton
 
FL
 
644

 
544

 
683

 
—

 
1,227

 
29

 
2/7/2014
 
2010
Family Dollar
 
Mulberry
 
FL
 
—

 
131

 
1,156

 
—

 
1,287

 
19

 
8/28/2014
 
2013
Family Dollar
 
OCALA
 
FL
 
—

 
108

 
816

 
—

 
924

 
15

 
8/28/2014
 
2005
Family Dollar
 
Ocala
 
FL
 
—

 
344

 
1,251

 
—

 
1,595

 
57

 
2/7/2014
 
2006
Family Dollar
 
Ocala
 
FL
 
968

 
554

 
984

 
—

 
1,538

 
48

 
2/7/2014
 
2011
Family Dollar
 
Okeechobee
 
FL
 
894

 
655

 
580

 
—

 
1,235

 
34

 
2/7/2014
 
2011
Family Dollar
 
Orlando
 
FL
 
—

 
349

 
1,294

 
—

 
1,643

 
21

 
8/28/2014
 
2014
Family Dollar
 
Orlando
 
FL
 
—

 
291

 
1,286

 
—

 
1,577

 
21

 
8/28/2014
 
2013
Family Dollar
 
Ormond Beach
 
FL
 
—

 
573

 
860

 
—

 
1,433

 
74

 
6/4/2013
 
2008
Family Dollar
 
Ormond Beach
 
FL
 
—

 
675

 
1,152

 
—

 
1,827

 
53

 
2/7/2014
 
2011

F-148
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Oviedo
 
FL
 
—

 
469

 
848

 
—

 
1,317

 
42

 
2/19/2014
 
2013
Family Dollar
 
Palatka
 
FL
 
—

 
316

 
1,054

 
—

 
1,370

 
42

 
4/25/2014
 
2014
Family Dollar
 
Pembroke Park
 
FL
 
1,141

 
656

 
944

 
—

 
1,600

 
51

 
2/7/2014
 
2006
Family Dollar
 
Pensacola
 
FL
 
—

 
69

 
1,085

 
—

 
1,154

 
17

 
8/28/2014
 
2013
Family Dollar
 
Pensacola
 
FL
 
559

 
146

 
907

 
—

 
1,053

 
39

 
2/7/2014
 
2003
Family Dollar
 
Plant City
 
FL
 
—

 
279

 
1,040

 
—

 
1,319

 
47

 
2/7/2014
 
2004
Family Dollar
 
Plant City
 
FL
 
1,173

 
712

 
1,113

 
—

 
1,825

 
55

 
2/7/2014
 
2005
Family Dollar
 
Sebring
 
FL
 
—

 
492

 
1,063

 
—

 
1,555

 
25

 
6/24/2014
 
2014
Family Dollar
 
St Petersburg
 
FL
 
1,093

 
690

 
1,000

 
—

 
1,690

 
50

 
2/7/2014
 
2011
Family Dollar
 
Tallahassee
 
FL
 
—

 
632

 
871

 
—

 
1,503

 
45

 
2/7/2014
 
2011
Family Dollar
 
Tampa
 
FL
 
1,005

 
531

 
1,062

 
—

 
1,593

 
51

 
2/7/2014
 
2008
Family Dollar
 
Tampa
 
FL
 
1,168

 
773

 
1,057

 
—

 
1,830

 
52

 
2/7/2014
 
2011
Family Dollar
 
Tampa
 
FL
 
—

 
552

 
792

 
—

 
1,344

 
38

 
2/7/2014
 
2013
Family Dollar
 
Winter Haven
 
FL
 
—

 
534

 
942

 
—

 
1,476

 
10

 
8/8/2014
 
2014
Family Dollar
 
Zellwood
 
FL
 
—

 
272

 
1,005

 
—

 
1,277

 
16

 
8/22/2014
 
2014
Family Dollar
 
Abbeville
 
GA
 
—

 
163

 
768

 
—

 
931

 
20

 
5/29/2014
 
2014
Family Dollar
 
Acworth
 
GA
 
—

 
489

 
901

 
—

 
1,390

 
16

 
8/28/2014
 
2013
Family Dollar
 
ALMA
 
GA
 
—

 
79

 
954

 
—

 
1,033

 
16

 
8/28/2014
 
1982
Family Dollar
 
Claxton
 
GA
 
—

 
322

 
665

 
—

 
987

 
24

 
5/14/2014
 
2014
Family Dollar
 
Cordele
 
GA
 
—

 
136

 
1,049

 
—

 
1,185

 
31

 
4/30/2014
 
2014
Family Dollar
 
Fayetteville
 
GA
 
—

 
217

 
1,203

 
—

 
1,420

 
8

 
11/20/2014
 
2014
Family Dollar
 
Helena
 
GA
 
—

 
242

 
790

 
—

 
1,032

 
39

 
2/19/2014
 
2013
Family Dollar
 
Jeffersonville
 
GA
 
—

 
153

 
926

 
—

 
1,079

 
15

 
8/15/2014
 
2014
Family Dollar
 
Lenox
 
GA
 
—

 
90

 
809

 
—

 
899

 
97

 
11/9/2012
 
2012
Family Dollar
 
Lindale
 
GA
 
—

 
227

 
966

 
—

 
1,193

 
17

 
8/28/2014
 
2014
Family Dollar
 
Macon
 
GA
 
—

 
300

 
893

 
—

 
1,193

 
15

 
8/28/2014
 
2013
Family Dollar
 
Macon
 
GA
 
673

 
230

 
851

 
—

 
1,081

 
41

 
2/7/2014
 
2011
Family Dollar
 
Marietta
 
GA
 
—

 
366

 
749

 
—

 
1,115

 
37

 
2/19/2014
 
2013

F-149
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Marietta
 
GA
 
—

 
582

 
1,126

 
—

 
1,708

 
19

 
8/28/2014
 
2013
Family Dollar
 
Omega
 
GA
 
—

 
167

 
716

 
—

 
883

 
32

 
3/12/2014
 
2013
Family Dollar
 
Richland
 
GA
 
—

 
125

 
859

 
—

 
984

 
15

 
8/28/2014
 
2014
Family Dollar
 
Riverdale
 
GA
 
—

 
310

 
1,188

 
—

 
1,498

 
15

 
9/26/2014
 
2014
Family Dollar
 
Vienna
 
GA
 
—

 
62

 
721

 
—

 
783

 
32

 
3/12/2014
 
2013
Family Dollar
 
Des Moines
 
IA
 
—

 
152

 
863

 
—

 
1,015

 
67

 
8/30/2013
 
1995
Family Dollar
 
Des Moines
 
IA
 
822

 
411

 
871

 
—

 
1,282

 
43

 
2/7/2014
 
2003
Family Dollar
 
Fort Dodge
 
IA
 
408

 
152

 
449

 
—

 
601

 
23

 
2/7/2014
 
2002
Family Dollar
 
Arco
 
ID
 
—

 
76

 
684

 
—

 
760

 
88

 
9/18/2012
 
2012
Family Dollar
 
Homedale
 
ID
 
973

 
59

 
1,387

 
—

 
1,446

 
67

 
2/7/2014
 
2006
Family Dollar
 
Kimberly
 
ID
 
—

 
219

 
657

 
—

 
876

 
63

 
4/10/2013
 
2013
Family Dollar
 
Lombard
 
IL
 
—

 
1,008

 
543

 
—

 
1,551

 
32

 
12/12/2013
 
1967
Family Dollar
 
Mount Vernon
 
IL
 
—

 
117

 
1,050

 
—

 
1,167

 
86

 
7/11/2013
 
2012
Family Dollar
 
Pulaski
 
IL
 
—

 
31

 
588

 
—

 
619

 
67

 
12/31/2012
 
2012
Family Dollar
 
University Park
 
IL
 
—

 
295

 
688

 
—

 
983

 
47

 
10/29/2013
 
2013
Family Dollar
 
Brookston
 
IN
 
—

 
126

 
715

 
—

 
841

 
89

 
10/1/2012
 
2012
Family Dollar
 
Indianapolis
 
IN
 
613

 
375

 
707

 
—

 
1,082

 
31

 
2/7/2014
 
2003
Family Dollar
 
Lake Village
 
IN
 
—

 
154

 
752

 
—

 
906

 
58

 
4/30/2014
 
2013
Family Dollar
 
Mitchell
 
IN
 
—

 
101

 
1,119

 
—

 
1,220

 
19

 
8/28/2014
 
2014
Family Dollar
 
Princeton
 
IN
 
526

 
300

 
486

 
—

 
786

 
25

 
2/7/2014
 
2000
Family Dollar
 
Seymour
 
IN
 
—

 
238

 
764

 
—

 
1,002

 
38

 
2/7/2014
 
2003
Family Dollar
 
Terre Haute
 
IN
 
394

 
235

 
427

 
—

 
662

 
21

 
2/7/2014
 
2011


F-150
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Greensburg
 
KS
 
—

 
80

 
718

 
—

 
798

 
52

 
9/9/2013
 
2012
Family Dollar
 
Kansas City
 
KS
 
—

 
290

 
1,170

 
—

 
1,460

 
—

 
3/14/2014
 
1995
Family Dollar
 
Kansas City
 
KS
 
—

 
352

 
1,026

 
—

 
1,378

 
—

 
3/17/2014
 
1995
Family Dollar
 
Kansas City
 
KS
 
982

 
154

 
1,367

 
—

 
1,521

 
65

 
2/7/2014
 
2002
Family Dollar
 
Topeka
 
KS
 
—

 
177

 
1,405

 
—

 
1,582

 
69

 
2/7/2014
 
2004
Family Dollar
 
Wichita
 
KS
 
—

 
216

 
1,035

 
—

 
1,251

 
17

 
8/28/2014
 
2013
Family Dollar
 
Bowling Green
 
KY
 
—

 
334

 
951

 
—

 
1,285

 
16

 
8/28/2014
 
2013
Family Dollar
 
Carlisle
 
KY
 
—

 
157

 
871

 
—

 
1,028

 
15

 
8/28/2014
 
2014
Family Dollar
 
Garrison
 
KY
 
—

 
134

 
737

 
—

 
871

 
38

 
2/20/2014
 
2012
Family Dollar
 
Rockholds
 
KY
 
—

 
121

 
988

 
—

 
1,109

 
17

 
8/28/2014
 
2014
Family Dollar
 
Abbeville
 
LA
 
740

 
141

 
949

 
—

 
1,090

 
47

 
2/7/2014
 
2005
Family Dollar
 
Alexandria
 
LA
 
458

 
168

 
579

 
—

 
747

 
28

 
2/7/2014
 
2005
Family Dollar
 
Arcadia
 
LA
 
—

 
51

 
704

 
—

 
755

 
37

 
2/20/2014
 
2010
Family Dollar
 
Avondale
 
LA
 
—

 
381

 
1,255

 
—

 
1,636

 
21

 
8/28/2014
 
2013
Family Dollar
 
Baton Rouge
 
LA
 
—

 
377

 
716

 
—

 
1,093

 
36

 
2/7/2014
 
2003
Family Dollar
 
Chalmette
 
LA
 
—

 
751

 
615

 
—

 
1,366

 
91

 
5/3/2012
 
2011
Family Dollar
 
Farmerville
 
LA
 
722

 
110

 
968

 
—

 
1,078

 
47

 
2/7/2014
 
2003
Family Dollar
 
Kentwood
 
LA
 
683

 
117

 
877

 
—

 
994

 
44

 
2/7/2014
 
2003
Family Dollar
 
New Orleans
 
LA
 
1,146

 
547

 
1,252

 
—

 
1,799

 
60

 
2/7/2014
 
2005
Family Dollar
 
Shreveport
 
LA
 
892

 
177

 
1,177

 
—

 
1,354

 
57

 
2/7/2014
 
2005
Family Dollar
 
Tickfaw
 
LA
 
—

 
181

 
543

 
—

 
724

 
85

 
3/30/2012
 
2011
Family Dollar
 
Westwego
 
LA
 
—

 
332

 
1,052

 
—

 
1,384

 
18

 
8/28/2014
 
2013
Family Dollar
 
Lynn
 
MA
 
1,222

 
400

 
1,547

 
—

 
1,947

 
73

 
2/7/2014
 
2003
Family Dollar
 
Barryton
 
MI
 
—

 
32

 
599

 
—

 
631

 
69

 
12/18/2012
 
2012
Family Dollar
 
Birch Run
 
MI
 
—

 
81

 
729

 
—

 
810

 
60

 
7/11/2013
 
1950
Family Dollar
 
Brooklyn
 
MI
 
—

 
150

 
634

 
—

 
784

 
32

 
2/7/2014
 
2002
Family Dollar
 
Burton
 
MI
 
866

 
131

 
1,164

 
—

 
1,295

 
57

 
2/7/2014
 
2003
Family Dollar
 
Detroit
 
MI
 
—

 
130

 
1,169

 
—

 
1,299

 
139

 
11/27/2012
 
2011
Family Dollar
 
Detroit
 
MI
 
—

 
106

 
956

 
—

 
1,062

 
87

 
5/2/2013
 
1964
Family Dollar
 
DETROIT
 
MI
 
—

 
110

 
1,051

 
—

 
1,161

 
18

 
8/28/2014
 
2005
Family Dollar
 
Flint
 
MI
 
—

 
162

 
1,027

 
—

 
1,189

 
55

 
2/26/2014
 
2014
Family Dollar
 
Hudson
 
MI
 
833

 
108

 
1,020

 
—

 
1,128

 
53

 
2/7/2014
 
2005

F-151
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Jackson
 
MI
 
—

 
93

 
525

 
—

 
618

 
38

 
9/12/2013
 
2007
Family Dollar
 
Kentwood
 
MI
 
739

 
389

 
919

 
—

 
1,308

 
41

 
2/7/2014
 
2001
Family Dollar
 
Monroe
 
MI
 
—

 
243

 
1,061

 
—

 
1,304

 
18

 
8/28/2014
 
2013
Family Dollar
 
Newaygo
 
MI
 
689

 
317

 
677

 
—

 
994

 
35

 
2/7/2014
 
2002
Family Dollar
 
Pontiac
 
MI
 
962

 
136

 
1,249

 
—

 
1,385

 
62

 
2/7/2014
 
2003
Family Dollar
 
Remus
 
MI
 
—

 
49

 
992

 
—

 
1,041

 
56

 
1/2/2014
 
2012
Family Dollar
 
Saginaw
 
MI
 
—

 
164

 
1,086

 
—

 
1,250

 
55

 
2/7/2014
 
2003
Family Dollar
 
Tustin
 
MI
 
—

 
33

 
633

 
—

 
666

 
73

 
12/18/2012
 
1995
Family Dollar
 
Crosby
 
MN
 
—

 
49

 
928

 
—

 
977

 
76

 
7/11/2013
 
1985
Family Dollar
 
Ely
 
MN
 
—

 
231

 
1,008

 
—

 
1,239

 
51

 
2/27/2014
 
2014
Family Dollar
 
International Falls
 
MN
 
—

 
32

 
608

 
—

 
640

 
44

 
9/30/2013
 
1966
Family Dollar
 
St. Peter
 
MN
 
409

 
93

 
566

 
—

 
659

 
26

 
2/7/2014
 
1960
Family Dollar
 
Berkeley
 
MO
 
969

 
179

 
1,391

 
—

 
1,570

 
64

 
2/7/2014
 
2003
Family Dollar
 
Kansas City
 
MO
 
683

 
277

 
812

 
—

 
1,089

 
39

 
2/7/2014
 
2003
Family Dollar
 
Kansas City
 
MO
 
1,211

 
119

 
1,705

 
—

 
1,824

 
82

 
2/7/2014
 
2004
Family Dollar
 
Kansas City
 
MO
 
970

 
142

 
1,338

 
—

 
1,480

 
64

 
2/7/2014
 
2004
Family Dollar
 
Marble Hill
 
MO
 
—

 
38

 
719

 
—

 
757

 
56

 
8/29/2013
 
2013
Family Dollar
 
St Louis
 
MO
 
—

 
168

 
671

 
—

 
839

 
102

 
4/2/2012
 
2006
Family Dollar
 
St Louis
 
MO
 
972

 
215

 
1,357

 
—

 
1,572

 
63

 
2/7/2014
 
2003
Family Dollar
 
St Louis
 
MO
 
—

 
258

 
1,310

 
—

 
1,568

 
61

 
2/7/2014
 
2003
Family Dollar
 
St. Louis
 
MO
 
—

 
445

 
1,038

 
—

 
1,483

 
129

 
10/23/2012
 
2012
Family Dollar
 
St. Louis
 
MO
 
—

 
215

 
1,219

 
—

 
1,434

 
117

 
4/30/2013
 
1995
Family Dollar
 
St. Louis
 
MO
 
—

 
445

 
1,039

 
—

 
1,484

 
119

 
12/14/2012
 
2012
Family Dollar
 
Bassfield
 
MS
 
—

 
96

 
752

 
—

 
848

 
39

 
2/19/2014
 
2013
Family Dollar
 
Biloxi
 
MS
 
434

 
310

 
575

 
—

 
885

 
90

 
3/30/2012
 
2012
Family Dollar
 
Canton
 
MS
 
—

 
210

 
1,142

 
—

 
1,352

 
19

 
8/28/2014
 
2013
Family Dollar
 
Carriere
 
MS
 
399

 
200

 
599

 
—

 
799

 
94

 
3/30/2012
 
2012
Family Dollar
 
D'Iberville
 
MS
 
—

 
241

 
561

 
—

 
802

 
83

 
5/21/2012
 
2012
Family Dollar
 
DREW
 
MS
 
—

 
11

 
1,039

 
—

 
1,050

 
21

 
8/28/2014
 
1989
Family Dollar
 
Greenville
 
MS
 
—

 
125

 
872

 
—

 
997

 
43

 
2/7/2014
 
2011
Family Dollar
 
Gulfport
 
MS
 
411

 
209

 
626

 
—

 
835

 
92

 
5/21/2012
 
2012
Family Dollar
 
Gulfport
 
MS
 
—

 
270

 
629

 
—

 
899

 
81

 
9/20/2012
 
2012

F-152
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Gulfport
 
MS
 
—

 
218

 
654

 
—

 
872

 
78

 
11/15/2012
 
2012
Family Dollar
 
Gulfport
 
MS
 
—

 
312

 
1,237

 
—

 
1,549

 
61

 
2/7/2014
 
2007
Family Dollar
 
Hattiesburg
 
MS
 
—

 
225

 
674

 
—

 
899

 
74

 
1/30/2013
 
2012
Family Dollar
 
Horn Lake
 
MS
 
—

 
225

 
676

 
—

 
901

 
90

 
8/22/2012
 
2012
Family Dollar
 
Kiln
 
MS
 
—

 
106

 
650

 
—

 
756

 
78

 
11/14/2012
 
2012
Family Dollar
 
Laurel
 
MS
 
—

 
225

 
723

 
—

 
948

 
38

 
2/19/2014
 
2013
Family Dollar
 
NATCHEZ
 
MS
 
—

 
289

 
749

 
—

 
1,038

 
17

 
8/28/2014
 
1982
Family Dollar
 
Okolona
 
MS
 
—

 
64

 
578

 
—

 
642

 
80

 
7/31/2012
 
2012
Family Dollar
 
Pearl
 
MS
 
—

 
342

 
1,001

 
—

 
1,343

 
16

 
8/28/2014
 
2013
Family Dollar
 
Philadelphia
 
MS
 
—

 
53

 
897

 
—

 
950

 
15

 
8/28/2014
 
2014
Family Dollar
 
Winona
 
MS
 
—

 
146

 
585

 
—

 
731

 
81

 
7/31/2012
 
2012
Family Dollar
 
Anaconda
 
MT
 
—

 
164

 
1,058

 
—

 
1,222

 
16

 
9/30/2014
 
2014
Family Dollar
 
Ennis
 
MT
 
—

 
—

 
—

 
1,098

 
1,098

 
—

 
6/4/2014
 
2014
Family Dollar
 
Three Forks
 
MT
 
—

 
—

 
—

 
448

 
448

 
—

 
8/20/2014
 
2014
Family Dollar
 
Whitehall
 
MT
 
—

 
—

 
—

 
1,103

 
1,103

 
—

 
4/1/2014
 
1995
Family Dollar
 
Asheboro
 
NC
 
—

 
251

 
932

 
—

 
1,183

 
16

 
8/28/2014
 
2014
Family Dollar
 
Boiling Springs
 
NC
 
—

 
322

 
767

 
—

 
1,089

 
12

 
8/28/2014
 
2013
Family Dollar
 
Burlington
 
NC
 
—

 
291

 
694

 
—

 
985

 
12

 
8/28/2014
 
2012
Family Dollar
 
Charlotte
 
NC
 
—

 
352

 
985

 
—

 
1,337

 
39

 
4/15/2014
 
2014
Family Dollar
 
Charlotte
 
NC
 
—

 
490

 
1,066

 
—

 
1,556

 
20

 
7/2/2014
 
2014
Family Dollar
 
Ellerbe
 
NC
 
—

 
225

 
781

 
—

 
1,006

 
25

 
5/29/2014
 
2014
Family Dollar
 
Fayetteville
 
NC
 
—

 
267

 
682

 
—

 
949

 
31

 
3/14/2014
 
2013
Family Dollar
 
Hickory
 
NC
 
—

 
215

 
785

 
—

 
1,000

 
13

 
8/28/2014
 
2014
Family Dollar
 
Hiddenite
 
NC
 
—

 
221

 
832

 
—

 
1,053

 
14

 
8/28/2014
 
2013
Family Dollar
 
Liberty
 
NC
 
—

 
243

 
802

 
—

 
1,045

 
14

 
8/28/2014
 
2013
Family Dollar
 
Lumberton
 
NC
 
—

 
151

 
603

 
—

 
754

 
44

 
9/11/2013
 
1995
Family Dollar
 
Lumberton
 
NC
 
—

 
146

 
1,013

 
—

 
1,159

 
23

 
6/20/2014
 
2014
Family Dollar
 
Mint Hill
 
NC
 
—

 
412

 
992

 
—

 
1,404

 
22

 
6/25/2014
 
2014
Family Dollar
 
Parkton
 
NC
 
—

 
164

 
894

 
—

 
1,058

 
12

 
9/19/2014
 
2014
Family Dollar
 
Raeford
 
NC
 
—

 
428

 
900

 
—

 
1,328

 
36

 
4/17/2014
 
2014
Family Dollar
 
Raeford
 
NC
 
—

 
185

 
935

 
—

 
1,120

 
30

 
5/29/2014
 
2014
Family Dollar
 
Troy
 
NC
 
—

 
341

 
621

 
—

 
962

 
15

 
6/17/2014
 
2014

F-153
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Fort Yates
 
ND
 
581

 
126

 
715

 
—

 
841

 
119

 
1/31/2012
 
2010
Family Dollar
 
New Town
 
ND
 
734

 
105

 
942

 
—

 
1,047

 
156

 
1/31/2012
 
2011
Family Dollar
 
Rolla
 
ND
 
575

 
83

 
749

 
—

 
832

 
125

 
1/31/2012
 
2010
Family Dollar
 
Madison
 
NE
 
537

 
37

 
703

 
—

 
740

 
120

 
12/30/2011
 
2011
Family Dollar
 
Omaha
 
NE
 
—

 
196

 
1,334

 
—

 
1,530

 
—

 
3/17/2014
 
1995
Family Dollar
 
Omaha
 
NE
 
—

 
141

 
1,159

 
—

 
1,300

 
—

 
4/1/2014
 
1995
Family Dollar
 
Rushville
 
NE
 
—

 
125

 
499

 
—

 
624

 
48

 
4/26/2013
 
2007
Family Dollar
 
Lancaster
 
NH
 
—

 
456

 
1,294

 
—

 
1,750

 
—

 
12/12/2014
 
1989
Family Dollar
 
Stratford
 
NJ
 
—

 
378

 
1,511

 
—

 
1,889

 
—

 
12/31/2014
 
2014
Family Dollar
 
Alamorgordo
 
NM
 
524

 
161

 
675

 
—

 
836

 
31

 
2/7/2014
 
2001
Family Dollar
 
Belen
 
NM
 
—

 
—

 
—

 
1,069

 
1,069

 
—

 
4/2/2014
 
2014
Family Dollar
 
Chimayo
 
NM
 
—

 
158

 
632

 
—

 
790

 
70

 
1/30/2013
 
2009
Family Dollar
 
Cloudcroft
 
NM
 
—

 
184

 
1,344

 
—

 
1,528

 
—

 
4/1/2014
 
1995
Family Dollar
 
Clovis
 
NM
 
657

 
119

 
854

 
—

 
973

 
41

 
2/7/2014
 
2004
Family Dollar
 
Gallup
 
NM
 
—

 
221

 
1,366

 
—

 
1,587

 
69

 
2/7/2014
 
2007
Family Dollar
 
Hernandez
 
NM
 
1,152

 
140

 
1,434

 
—

 
1,574

 
73

 
2/7/2014
 
2008
Family Dollar
 
Logan
 
NM
 
—

 
—

 
—

 
678

 
678

 
—

 
8/1/2014
 
In Progress
Family Dollar
 
Lovington
 
NM
 
—

 
54

 
722

 
—

 
776

 
16

 
6/30/2014
 
2014
Family Dollar
 
Mountainair
 
NM
 
—

 
84

 
752

 
—

 
836

 
104

 
7/16/2012
 
2011
Family Dollar
 
Roswell
 
NM
 
766

 
140

 
953

 
—

 
1,093

 
47

 
2/7/2014
 
2004
Family Dollar
 
Springer
 
NM
 
—

 
—

 
—

 
1,286

 
1,286

 
—

 
4/1/2014
 
2014
Family Dollar
 
Battle Mountain
 
NV
 
—

 
116

 
1,431

 
—

 
1,547

 
69

 
2/7/2014
 
2009
Family Dollar
 
Carlin
 
NV
 
—

 
99

 
895

 
—

 
994

 
65

 
9/13/2013
 
2012
Family Dollar
 
Cold Springs
 
NV
 
—

 
217

 
869

 
—

 
1,086

 
63

 
9/13/2013
 
2013
Family Dollar
 
Hawthorne
 
NV
 
471

 
191

 
764

 
—

 
955

 
109

 
6/1/2012
 
2012
Family Dollar
 
Las Vegas
 
NV
 
876

 
689

 
612

 
—

 
1,301

 
35

 
2/7/2014
 
2005
Family Dollar
 
Lovelock
 
NV
 
457

 
185

 
742

 
—

 
927

 
109

 
5/4/2012
 
2012
Family Dollar
 
Silver Spring
 
NV
 
—

 
202

 
808

 
—

 
1,010

 
104

 
9/21/2012
 
2012
Family Dollar
 
Wells
 
NV
 
415

 
84

 
755

 
—

 
839

 
111

 
5/11/2012
 
2011
Family Dollar
 
Altona
 
NY
 
—

 
94

 
923

 
—

 
1,017

 
48

 
2/21/2014
 
2014
Family Dollar
 
Chateaugay
 
NY
 
—

 
133

 
910

 
—

 
1,043

 
47

 
2/20/2014
 
2014
Family Dollar
 
Cincinnatus
 
NY
 
—

 
287

 
862

 
—

 
1,149

 
50

 
12/30/2013
 
2013

F-154
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Hoosick Falls
 
NY
 
—

 
181

 
724

 
—

 
905

 
69

 
4/26/2013
 
2013
Family Dollar
 
Penn Yan
 
NY
 
525

 
23

 
760

 
—

 
783

 
36

 
2/7/2014
 
2003
Family Dollar
 
Sodus
 
NY
 
—

 
54

 
1,441

 
—

 
1,495

 
51

 
5/7/2014
 
2013
Family Dollar
 
Bethel
 
OH
 
852

 
139

 
1,099

 
—

 
1,238

 
55

 
2/7/2014
 
2005
Family Dollar
 
Canal Winchester
 
OH
 
—

 
218

 
1,116

 
—

 
1,334

 
18

 
8/28/2014
 
2012
Family Dollar
 
Canton
 
OH
 
460

 
93

 
766

 
—

 
859

 
36

 
2/7/2014
 
2002
Family Dollar
 
Cincinnati
 
OH
 
—

 
221

 
1,055

 
—

 
1,276

 
19

 
8/28/2014
 
2001
Family Dollar
 
Cleveland
 
OH
 
1,079

 
39

 
1,614

 
—

 
1,653

 
76

 
2/7/2014
 
2003
Family Dollar
 
Cleveland
 
OH
 
1,370

 
216

 
1,818

 
—

 
2,034

 
89

 
2/7/2014
 
1994
Family Dollar
 
Cortland
 
OH
 
—

 
188

 
963

 
—

 
1,151

 
17

 
8/28/2014
 
2013
Family Dollar
 
Dayton
 
OH
 
—

 
107

 
899

 
—

 
1,006

 
20

 
8/28/2014
 
1940
Family Dollar
 
Dayton
 
OH
 
—

 
129

 
618

 
—

 
747

 
13

 
8/28/2014
 
2002
Family Dollar
 
Hamilton
 
OH
 
—

 
131

 
1,215

 
—

 
1,346

 
20

 
8/28/2014
 
2013
Family Dollar
 
Jackson Center
 
OH
 
—

 
97

 
764

 
—

 
861

 
22

 
4/28/2014
 
1989
Family Dollar
 
Loveland
 
OH
 
798

 
179

 
986

 
—

 
1,165

 
49

 
2/7/2014
 
2002
Family Dollar
 
Middleton
 
OH
 
660

 
137

 
869

 
—

 
1,006

 
42

 
2/7/2014
 
2001
Family Dollar
 
Toledo
 
OH
 
—

 
306

 
917

 
—

 
1,223

 
97

 
2/25/2013
 
2012
Family Dollar
 
Toledo
 
OH
 
—

 
226

 
905

 
—

 
1,131

 
74

 
7/11/2013
 
1942
Family Dollar
 
Warren
 
OH
 
—

 
170

 
681

 
—

 
851

 
88

 
9/11/2012
 
2012
Family Dollar
 
DURANT
 
OK
 
—

 
164

 
1,223

 
—

 
1,387

 
21

 
8/28/2014
 
2000
Family Dollar
 
El Reno
 
OK
 
—

 
—

 
—

 
908

 
908

 
—

 
3/17/2014
 
1995
Family Dollar
 
Geary
 
OK
 
—

 
—

 
—

 
215

 
215

 
—

 
12/31/2014
 
In Progress
Family Dollar
 
Keota
 
OK
 
—

 
279

 
872

 
—

 
1,151

 
—

 
4/16/2014
 
2014
Family Dollar
 
Kingston
 
OK
 
—

 
28

 
660

 
—

 
688

 
30

 
2/7/2014
 
2000
Family Dollar
 
Oklahoma City
 
OK
 
—

 
—

 
—

 
899

 
899

 
—

 
7/31/2014
 
In Progress
Family Dollar
 
Oklahoma City
 
OK
 
—

 
390

 
990

 
—

 
1,380

 
17

 
8/28/2014
 
2013
Family Dollar
 
Porum
 
OK
 
—

 
—

 
—

 
385

 
385

 
—

 
10/30/2014
 
In Progress
Family Dollar
 
Poteau
 
OK
 
—

 
—

 
—

 
779

 
779

 
—

 
9/11/2014
 
In Progress
Family Dollar
 
Stilwell
 
OK
 
562

 
40

 
768

 
—

 
808

 
128

 
1/6/2012
 
2011
Family Dollar
 
Tulsa
 
OK
 
536

 
220

 
878

 
—

 
1,098

 
121

 
7/30/2012
 
2012
Family Dollar
 
Broad Top
 
PA
 
—

 
196

 
954

 
—

 
1,150

 
25

 
5/30/2014
 
2013


F-155
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Abbeville
 
SC
 
—

 
146

 
734

 
—

 
880

 
20

 
5/23/2014
 
2014
Family Dollar
 
Columbia
 
SC
 
—

 
429

 
719

 
—

 
1,148

 
32

 
3/12/2014
 
2014
Family Dollar
 
Estill
 
SC
 
—

 
244

 
757

 
—

 
1,001

 
18

 
6/4/2014
 
2014
Family Dollar
 
Lancaster
 
SC
 
—

 
249

 
725

 
—

 
974

 
13

 
8/28/2014
 
2013
Family Dollar
 
Manning
 
SC
 
—

 
313

 
960

 
—

 
1,273

 
13

 
9/30/2014
 
2014
Family Dollar
 
McCormick
 
SC
 
—

 
167

 
791

 
—

 
958

 
32

 
4/30/2014
 
2014
Family Dollar
 
Newberry
 
SC
 
—

 
231

 
935

 
—

 
1,166

 
42

 
3/27/2014
 
2013
Family Dollar
 
St. Matthews
 
SC
 
—

 
175

 
828

 
—

 
1,003

 
12

 
9/3/2014
 
2014
Family Dollar
 
Woodruff
 
SC
 
—

 
229

 
1,125

 
—

 
1,354

 
18

 
8/28/2014
 
2010
Family Dollar
 
Blackhawk
 
SD
 
—

 
115

 
585

 
—

 
700

 
10

 
8/6/2014
 
2006
Family Dollar
 
Custer
 
SD
 
—

 
32

 
617

 
—

 
649

 
53

 
6/14/2013
 
1995
Family Dollar
 
Lemmon
 
SD
 
—

 
—

 
—

 
678

 
678

 
—

 
7/16/2014
 
2014
Family Dollar
 
Martin
 
SD
 
584

 
85

 
764

 
—

 
849

 
127

 
1/31/2012
 
2010
Family Dollar
 
Parker
 
SD
 
—

 
117

 
828

 
—

 
945

 
—

 
4/23/2014
 
2014
Family Dollar
 
Tyndall
 
SD
 
—

 
—

 
—

 
736

 
736

 
—

 
8/26/2014
 
In Progress
Family Dollar
 
Harrison
 
TN
 
—

 
74

 
420

 
—

 
494

 
34

 
7/23/2013
 
2006
Family Dollar
 
Lexington
 
TN
 
—

 
323

 
838

 
—

 
1,161

 
14

 
8/28/2014
 
2013
Family Dollar
 
Memphis
 
TN
 
—

 
248

 
1,039

 
—

 
1,287

 
50

 
2/7/2014
 
2004
Family Dollar
 
Memphis
 
TN
 
638

 
215

 
811

 
—

 
1,026

 
39

 
2/7/2014
 
2003
Family Dollar
 
Memphis
 
TN
 
1,251

 
376

 
1,508

 
—

 
1,884

 
74

 
2/7/2014
 
2005
Family Dollar
 
Memphis
 
TN
 
973

 
336

 
1,156

 
—

 
1,492

 
56

 
2/7/2014
 
2003
Family Dollar
 
NASHVILLE
 
TN
 
—

 
334

 
1,275

 
—

 
1,609

 
23

 
8/28/2014
 
1976
Family Dollar
 
Piney Flats
 
TN
 
—

 
200

 
953

 
—

 
1,153

 
16

 
8/28/2014
 
2014
Family Dollar
 
Alton
 
TX
 
—

 
134

 
908

 
—

 
1,042

 
15

 
8/28/2014
 
2013
Family Dollar
 
Arlington
 
TX
 
—

 
—

 
—

 
756

 
756

 
—

 
4/1/2014
 
1995
Family Dollar
 
Avinger
 
TX
 
—

 
40

 
761

 
—

 
801

 
94

 
10/22/2012
 
2012
Family Dollar
 
Beaumont
 
TX
 
—

 
215

 
1,511

 
—

 
1,726

 
65

 
2/7/2014
 
2003
Family Dollar
 
Beaumont
 
TX
 
—

 
235

 
810

 
—

 
1,045

 
38

 
2/7/2014
 
2003
Family Dollar
 
Beaumont
 
TX
 
654

 
225

 
806

 
—

 
1,031

 
38

 
2/7/2014
 
2003
Family Dollar
 
Blooming Grove
 
TX
 
—

 
70

 
753

 
—

 
823

 
13

 
8/28/2014
 
2014

F-156
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Brazoria
 
TX
 
—

 
216

 
966

 
—

 
1,182

 
45

 
2/7/2014
 
2002
Family Dollar
 
Broaddus
 
TX
 
—

 
—

 
—

 
1,072

 
1,072

 
—

 
4/1/2014
 
1995
Family Dollar
 
Caldwell
 
TX
 
—

 
138

 
552

 
—

 
690

 
81

 
5/29/2012
 
2012
Family Dollar
 
Centerville
 
TX
 
—

 
226

 
679

 
—

 
905

 
49

 
9/10/2013
 
2013
Family Dollar
 
Chireno
 
TX
 
—

 
50

 
943

 
—

 
993

 
108

 
12/10/2012
 
2012
Family Dollar
 
Clarendon
 
TX
 
—

 
83

 
749

 
—

 
832

 
54

 
9/17/2013
 
2013
Family Dollar
 
Cockrell Hill
 
TX
 
970

 
369

 
1,156

 
—

 
1,525

 
55

 
2/7/2014
 
2002
Family Dollar
 
Converse
 
TX
 
409

 
148

 
469

 
—

 
617

 
23

 
2/7/2014
 
2003
Family Dollar
 
Dallas
 
TX
 
627

 
292

 
676

 
—

 
968

 
34

 
2/7/2014
 
2004
Family Dollar
 
Dickinson
 
TX
 
681

 
182

 
876

 
—

 
1,058

 
42

 
2/7/2014
 
2010
Family Dollar
 
Donna
 
TX
 
—

 
194

 
855

 
—

 
1,049

 
15

 
8/28/2014
 
2013
Family Dollar
 
Eagle Lake
 
TX
 
—

 
100

 
566

 
—

 
666

 
78

 
7/6/2012
 
2012
Family Dollar
 
Etoile
 
TX
 
—

 
45

 
850

 
—

 
895

 
66

 
8/6/2013
 
2013
Family Dollar
 
Floydada
 
TX
 
520

 
36

 
681

 
—

 
717

 
116

 
12/30/2011
 
2010
Family Dollar
 
Fort Worth
 
TX
 
—

 
—

 
—

 
670

 
670

 
—

 
6/6/2014
 
1995
Family Dollar
 
Fort Worth
 
TX
 
—

 
—

 
—

 
562

 
562

 
—

 
11/3/2014
 
In Progress
Family Dollar
 
Houston
 
TX
 
—

 
174

 
696

 
—

 
870

 
67

 
4/26/2013
 
1995
Family Dollar
 
Houston
 
TX
 
886

 
297

 
1,081

 
—

 
1,378

 
51

 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
—

 
565

 
1,223

 
—

 
1,788

 
59

 
2/7/2014
 
2009
Family Dollar
 
Houston
 
TX
 
—

 
138

 
1,052

 
—

 
1,190

 
49

 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
—

 
128

 
769

 
—

 
897

 
34

 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
911

 
277

 
1,144

 
—

 
1,421

 
54

 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
920

 
1,355

 
95

 
—

 
1,450

 
8

 
2/7/2014
 
1981
Family Dollar
 
Jacksonville
 
TX
 
—

 
195

 
1,003

 
—

 
1,198

 
46

 
3/21/2014
 
2014
Family Dollar
 
Kerens
 
TX
 
365

 
73

 
658

 
—

 
731

 
106

 
2/29/2012
 
2011
Family Dollar
 
La Pryor
 
TX
 
—

 
74

 
817

 
—

 
891

 
14

 
8/28/2014
 
2013
Family Dollar
 
Leander
 
TX
 
557

 
355

 
489

 
—

 
844

 
24

 
2/7/2014
 
2004
Family Dollar
 
Lovelady
 
TX
 
—

 
82

 
740

 
—

 
822

 
74

 
3/27/2013
 
1995

F-157
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Lufkin
 
TX
 
1,153

 
198

 
1,600

 
—

 
1,798

 
75

 
2/7/2014
 
2004
Family Dollar
 
Marshall
 
TX
 
—

 
85

 
662

 
—

 
747

 
33

 
2/7/2014
 
2001
Family Dollar
 
McAllen
 
TX
 
—

 
445

 
896

 
—

 
1,341

 
15

 
8/28/2014
 
2013
Family Dollar
 
McAllen
 
TX
 
857

 
219

 
1,093

 
—

 
1,312

 
52

 
2/7/2014
 
2004
Family Dollar
 
Mesquite
 
TX
 
—

 
—

 
—

 
1,353

 
1,353

 
—

 
5/2/2014
 
1995
Family Dollar
 
Mesquite
 
TX
 
—

 
—

 
—

 
765

 
765

 
—

 
9/5/2014
 
In Progress
Family Dollar
 
Mesquite
 
TX
 
—

 
—

 
—

 
782

 
782

 
—

 
9/11/2014
 
In Progress
Family Dollar
 
Mexia
 
TX
 
—

 
112

 
495

 
—

 
607

 
25

 
2/7/2014
 
2000
Family Dollar
 
Noonday
 
TX
 
625

 
103

 
895

 
—

 
998

 
42

 
2/7/2014
 
2004
Family Dollar
 
Oakhurst
 
TX
 
—

 
36

 
683

 
—

 
719

 
78

 
12/12/2012
 
2012
Family Dollar
 
Oakwood
 
TX
 
—

 
133

 
752

 
—

 
885

 
48

 
11/20/2013
 
2013
Family Dollar
 
Ore City
 
TX
 
—

 
27

 
744

 
—

 
771

 
13

 
8/28/2014
 
2013
Family Dollar
 
Palestine
 
TX
 
671

 
120

 
914

 
—

 
1,034

 
44

 
2/7/2014
 
2000
Family Dollar
 
Pharr
 
TX
 
969

 
219

 
1,253

 
—

 
1,472

 
60

 
2/7/2014
 
2002
Family Dollar
 
Plano
 
TX
 
—

 
468

 
869

 
—

 
1,337

 
67

 
8/1/2013
 
2013
Family Dollar
 
Port Arthur
 
TX
 
1,044

 
178

 
1,452

 
—

 
1,630

 
68

 
2/7/2014
 
2005
Family Dollar
 
Raymondville
 
TX
 
542

 
117

 
707

 
—

 
824

 
34

 
2/7/2014
 
2002
Family Dollar
 
Refugio
 
TX
 
—

 
110

 
982

 
—

 
1,092

 
16

 
8/28/2014
 
2013
Family Dollar
 
Rio Grande
 
TX
 
—

 
133

 
1,284

 
—

 
1,417

 
61

 
2/7/2014
 
2003
Family Dollar
 
Robstown
 
TX
 
550

 
44

 
852

 
—

 
896

 
39

 
2/7/2014
 
2003
Family Dollar
 
Royse City
 
TX
 
972

 
411

 
1,078

 
—

 
1,489

 
52

 
2/7/2014
 
2002
Family Dollar
 
Sabinal
 
TX
 
—

 
35

 
952

 
—

 
987

 
16

 
8/28/2014
 
2013
Family Dollar
 
San Angelo
 
TX
 
891

 
232

 
1,118

 
—

 
1,350

 
54

 
2/7/2014
 
2011
Family Dollar
 
San Antonio
 
TX
 
800

 
198

 
1,018

 
—

 
1,216

 
49

 
2/7/2014
 
2002
Family Dollar
 
San Antonio
 
TX
 
864

 
299

 
1,039

 
—

 
1,338

 
49

 
2/7/2014
 
2004
Family Dollar
 
San Antonio
 
TX
 
598

 
260

 
653

 
—

 
913

 
32

 
2/7/2014
 
2004
Family Dollar
 
San Antonio
 
TX
 
506

 
211

 
567

 
—

 
778

 
27

 
2/7/2014
 
2004
Family Dollar
 
San Antonio
 
TX
 
728

 
214

 
911

 
—

 
1,125

 
43

 
2/7/2014
 
2004

F-158
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Family Dollar
 
San Antonio
 
TX
 
1,143

 
117

 
1,619

 
—

 
1,736

 
76

 
2/7/2014
 
2004
Family Dollar
 
San Benito
 
TX
 
598

 
132

 
772

 
—

 
904

 
37

 
2/7/2014
 
2004
Family Dollar
 
San Diego
 
TX
 
602

 
55

 
855

 
—

 
910

 
41

 
2/7/2014
 
2004
Family Dollar
 
Seadrift
 
TX
 
—

 
51

 
832

 
—

 
883

 
14

 
8/28/2014
 
2013
Family Dollar
 
Somerville
 
TX
 
—

 
131

 
743

 
—

 
874

 
85

 
12/31/2012
 
1995
Family Dollar
 
SONORA
 
TX
 
—

 
49

 
548

 
—

 
597

 
12

 
8/28/2014
 
2001
Family Dollar
 
Tyler
 
TX
 
416

 
132

 
554

 
—

 
686

 
26

 
2/7/2014
 
2003
Family Dollar
 
Victoria
 
TX
 
—

 
441

 
144

 
—

 
585

 
9

 
2/7/2014
 
2003
Family Dollar
 
Waco
 
TX
 
440

 
125

 
544

 
—

 
669

 
26

 
2/7/2014
 
2001
Family Dollar
 
Weatherford
 
TX
 
—

 
218

 
1,057

 
—

 
1,275

 
—

 
4/8/2014
 
2014
Family Dollar
 
Beaver
 
UT
 
646

 
107

 
913

 
—

 
1,020

 
44

 
2/7/2014
 
2007
Family Dollar
 
Bristol
 
VA
 
608

 
104

 
837

 
—

 
941

 
42

 
2/7/2014
 
1978
Family Dollar
 
Gretna
 
VA
 
—

 
131

 
744

 
—

 
875

 
61

 
7/2/2013
 
2012
Family Dollar
 
Hopewell
 
VA
 
—

 
430

 
987

 
—

 
1,417

 
50

 
2/26/2014
 
2014
Family Dollar
 
Petersburg
 
VA
 
948

 
142

 
1,209

 
—

 
1,351

 
61

 
2/7/2014
 
2003
Family Dollar
 
Stuart
 
VA
 
—

 
204

 
750

 
—

 
954

 
16

 
4/18/2014
 
2013
Family Dollar
 
Wirtz
 
VA
 
—

 
148

 
919

 
—

 
1,067

 
16

 
8/28/2014
 
2013
Family Dollar
 
Green Bay
 
WI
 
—

 
304

 
1,072

 
—

 
1,376

 
52

 
2/7/2014
 
2011
Family Dollar
 
Markesan
 
WI
 
—

 
92

 
831

 
—

 
923

 
49

 
12/12/2013
 
2013
Family Dollar
 
Mayville
 
WI
 
—

 
128

 
1,023

 
—

 
1,151

 
51

 
2/26/2014
 
2014
Family Dollar
 
Milwaukee
 
WI
 
970

 
161

 
1,397

 
—

 
1,558

 
65

 
2/7/2014
 
2003
Family Dollar
 
Thorp
 
WI
 
—

 
90

 
810

 
—

 
900

 
63

 
8/30/2013
 
2013
Family Dollar
 
Webster
 
WI
 
—

 
43

 
808

 
—

 
851

 
66

 
7/11/2013
 
2013
Family Dollar
 
Alderson
 
WV
 
—

 
166

 
663

 
—

 
829

 
54

 
7/11/2013
 
2012
Family Dollar
 
Kemmerer
 
WY
 
—

 
45

 
853

 
—

 
898

 
90

 
2/22/2013
 
2013
Family Dollar
 
Mountain View
 
WY
 
—

 
44

 
838

 
—

 
882

 
61

 
9/13/2013
 
2013
Family Dollar
 
Torrington
 
WY
 
—

 
72

 
645

 
—

 
717

 
59

 
5/9/2013
 
1995
Family Fare Supermarket
 
Battle Creek
 
MI
 
—

 
1,393

 
7,950

 
—

 
9,343

 
388

 
2/7/2014
 
2010

F-159
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Famous Dave's
 
Eden Prairie
 
MN
 
—

 
824

 
549

 
—

 
1,373

 
48

 
7/31/2013
 
1995
Famous Dave's
 
Independence
 
MO
 
—

 
620

 
422

 
—

 
1,042

 
35

 
6/27/2013
 
1995
Farmers Insurance
 
Simi Valley
 
CA
 
25,620

 
5,158

 
12,614

 
—

 
17,772

 
—

 
11/5/2013
 
1982
Farmers Insurance
 
Mercer Island
 
WA
 
28,763

 
24,285

 
28,210

 
—

 
52,495

 
1,558

 
11/5/2013
 
1982
Fazoli's
 
Carmel
 
IN
 
—

 
427

 
522

 
—

 
949

 
40

 
7/31/2013
 
1986
Fazoli's
 
Appleton
 
WI
 
—

 
705

 
—

 
—

 
705

 
—

 
7/31/2013
 
1995
FedEx
 
Homewood
 
AL
 
—

 
522

 
779

 
—

 
1,301

 
67

 
6/27/2013
 
2000
FedEx
 
Lowell
 
AR
 
—

 
396

 
7,521

 
—

 
7,917

 
822

 
3/15/2013
 
2007
FedEx
 
Tempe
 
AZ
 
—

 
2,914

 
12,300

 
—

 
15,214

 
336

 
6/25/2014
 
2004
FedEx
 
Yuma
 
AZ
 
1,296

 
—

 
2,076

 
—

 
2,076

 
280

 
10/17/2012
 
2011
FedEx
 
Chico
 
CA
 
—

 
308

 
2,776

 
—

 
3,084

 
360

 
11/9/2012
 
2006
FedEx
 
Commerce City
 
CO
 
20,394

 
6,556

 
26,224

 
—

 
32,780

 
4,466

 
3/20/2012
 
2007
FedEx
 
Melbourne
 
FL
 
—

 
159

 
1,433

 
—

 
1,592

 
127

 
7/26/2013
 
2001
FedEx
 
Albany
 
GA
 
—

 
195

 
3,711

 
—

 
3,906

 
274

 
10/11/2013
 
2013
FedEx
 
Des Moines
 
IA
 
1,318

 
733

 
1,361

 
144

 
2,238

 
142

 
4/18/2013
 
1986
FedEx
 
Ottumwa
 
IA
 
1,658

 
205

 
2,552

 
2,749

 
5,506

 
344

 
10/30/2012
 
2012
FedEx
 
Waterloo
 
IA
 
1,867

 
152

 
2,882

 
—

 
3,034

 
315

 
3/22/2013
 
2006
FedEx
 
Effingham
 
IL
 
7,040

 
1,875

 
14,827

 
—

 
16,702

 
613

 
2/7/2014
 
2008
FedEx
 
Kankakee
 
IL
 
—

 
195

 
1,103

 
—

 
1,298

 
177

 
5/31/2012
 
2003
FedEx
 
Mt Vernon
 
IL
 
—

 
222

 
1,259

 
—

 
1,481

 
202

 
5/31/2012
 
1998
FedEx
 
Quincy
 
IL
 
1,514

 
371

 
2,101

 
—

 
2,472

 
294

 
9/28/2012
 
2012
FedEx
 
Evansville
 
IN
 
—

 
665

 
2,661

 
—

 
3,326

 
426

 
5/31/2012
 
1998
FedEx
 
Kokomo
 
IN
 
2,296

 
186

 
3,541

 
—

 
3,727

 
603

 
3/16/2012
 
2012
FedEx
 
Lafayette
 
IN
 
2,230

 
768

 
4,128

 
—

 
4,896

 
166

 
2/7/2014
 
2008
FedEx
 
Independence
 
KS
 
1,406

 
114

 
2,166

 
—

 
2,280

 
292

 
10/30/2012
 
2012
FedEx
 
Hazard
 
KY
 
2,625

 
215

 
4,085

 
—

 
4,300

 
571

 
9/28/2012
 
2012
FedEx
 
London
 
KY
 
—

 
191

 
1,081

 
—

 
1,272

 
173

 
5/31/2012
 
2003
FedEx
 
London
 
KY
 
—

 
350

 
3,151

 
—

 
3,501

 
232

 
10/11/2013
 
2013

F-160
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
FedEx
 
Bossier City
 
LA
 
—

 
295

 
6,223

 
—

 
6,518

 
271

 
2/7/2014
 
2009
FedEx
 
Grand Rapids
 
MI
 
4,800

 
1,797

 
7,189

 
—

 
8,986

 
1,115

 
6/14/2012
 
2012
FedEx
 
Port Huron
 
MI
 
—

 
125

 
1,121

 
—

 
1,246

 
111

 
5/31/2013
 
2003
FedEx
 
Roseville
 
MN
 
6,073

 
1,462

 
8,282

 
—

 
9,744

 
1,074

 
11/30/2012
 
2012
FedEx
 
Columbia
 
MO
 
—

 
1,402

 
7,794

 
—

 
9,196

 
110

 
9/30/2014
 
2007
FedEx
 
McComb
 
MS
 
—

 
548

 
3,268

 
—

 
3,816

 
130

 
2/7/2014
 
2008
FedEx
 
Butte
 
MT
 
5,060

 
403

 
7,653

 
2,678

 
10,734

 
1,537

 
9/27/2011
 
2001
FedEx
 
Greenville
 
NC
 
4,669

 
363

 
6,903

 
—

 
7,266

 
1,211

 
2/22/2012
 
2006
FedEx
 
Belmont
 
NH
 
1,786

 
265

 
2,386

 
—

 
2,651

 
443

 
12/29/2011
 
1991
FedEx
 
Wendover
 
NV
 
—

 
262

 
1,483

 
—

 
1,745

 
170

 
2/25/2013
 
2012
FedEx
 
Winnemucca
 
NV
 
—

 
280

 
1,585

 
—

 
1,865

 
181

 
2/25/2013
 
2012
FedEx
 
Blauvelt
 
NY
 
26,100

 
14,420

 
26,779

 
—

 
41,199

 
4,424

 
4/5/2012
 
2012
FedEx
 
Marcy
 
NY
 
—

 
339

 
5,795

 
—

 
6,134

 
98

 
9/5/2014
 
2006
FedEx
 
Montgomery
 
NY
 
—

 
3,582

 
20,071

 
—

 
23,653

 
1,083

 
2/26/2014
 
2003
FedEx
 
Plattsburg
 
NY
 
2,614

 
801

 
3,982

 
—

 
4,783

 
187

 
2/7/2014
 
2008
FedEx
 
Chillicothe
 
OH
 
—

 
143

 
1,284

 
—

 
1,427

 
206

 
5/31/2012
 
2000
FedEx
 
Lebanon
 
OH
 
6,034

 
1,492

 
8,452

 
—

 
9,944

 
709

 
8/26/2013
 
2013
FedEx
 
Northwood
 
OH
 
2,410

 
674

 
5,497

 
—

 
6,171

 
223

 
2/7/2014
 
1998
FedEx
 
Tulsa
 
OK
 
5,840

 
458

 
8,695

 
—

 
9,153

 
1,525

 
2/22/2012
 
2008
FedEx
 
Tulsa
 
OK
 
—

 
1,476

 
18,054

 
—

 
19,530

 
872

 
3/31/2014
 
1999
FedEx
 
Mount Pleasant
 
PA
 
—

 
454

 
1,912

 
21

 
2,387

 
300

 
5/31/2012
 
2001
FedEx
 
Tinicum
 
PA
 
—

 
—

 
32,180

 
—

 
32,180

 
2,699

 
8/15/2013
 
2013
FedEx
 
Rapid City
 
SD
 
1,868

 
305

 
2,741

 
—

 
3,046

 
341

 
12/21/2012
 
2007
FedEx
 
Blountville
 
TN
 
3,700

 
562

 
5,056

 
—

 
5,618

 
887

 
2/3/2012
 
2009
FedEx
 
Humboldt
 
TN
 
2,930

 
239

 
4,543

 
—

 
4,782

 
681

 
7/11/2012
 
2008
FedEx
 
Bryan
 
TX
 
—

 
1,422

 
4,763

 
—

 
6,185

 
528

 
6/15/2012
 
1995
FedEx
 
Dublin
 
VA
 
—

 
683

 
3,164

 
1,796

 
5,643

 
132

 
2/7/2014
 
2009
FedEx
 
Omak
 
WA
 
1,023

 
252

 
1,425

 
—

 
1,677

 
199

 
9/27/2012
 
2012
FedEx
 
Wenatchee
 
WA
 
1,630

 
266

 
2,393

 
—

 
2,659

 
335

 
9/27/2012
 
1995
FedEx
 
Parkersburg
 
WV
 
2,379

 
193

 
3,671

 
—

 
3,864

 
513

 
9/20/2012
 
2012
FedEx
 
Riverton
 
WY
 
—

 
431

 
1,006

 
—

 
1,437

 
74

 
10/23/2013
 
2013


F-161
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Fire Mountain Buffet
 
Cullman
 
AL
 
—

 
847

 
2,390

 
—

 
3,237

 
128

 
2/7/2014
 
1996
Fire Mountain Buffet
 
Tuscaloosa
 
AL
 
—

 
244

 
1,306

 
—

 
1,550

 
76

 
1/8/2014
 
2001
Fire Mountain Buffet
 
Searcy
 
AR
 
—

 
231

 
1,286

 
—

 
1,517

 
75

 
1/8/2014
 
1998
Fire Mountain Buffet
 
Bossier City
 
LA
 
—

 
1,168

 
2,594

 
—

 
3,762

 
144

 
2/7/2014
 
2004
Fire Mountain Buffet
 
Hagerstown
 
MD
 
—

 
244

 
1,306

 
—

 
1,550

 
76

 
1/8/2014
 
2001
Fire Mountain Buffet
 
West Plains
 
MO
 
—

 
249

 
1,313

 
—

 
1,562

 
77

 
1/8/2014
 
1997
Fire Mountain Buffet
 
Horn Lake
 
MS
 
—

 
925

 
2,463

 
—

 
3,388

 
134

 
2/7/2014
 
1995
Fire Mountain Buffet
 
Beaver Falls
 
PA
 
—

 
243

 
1,304

 
—

 
1,547

 
76

 
1/8/2014
 
2004
Fire Mountain Buffet
 
Mechanicsburg
 
PA
 
—

 
253

 
1,319

 
—

 
1,572

 
78

 
1/8/2014
 
1995
Fire Mountain Buffet
 
Summerville
 
SC
 
—

 
245

 
1,308

 
—

 
1,553

 
76

 
1/8/2014
 
1997
Fire Mountain Buffet
 
Charleston
 
WV
 
—

 
243

 
1,305

 
—

 
1,548

 
76

 
1/8/2014
 
2000
First Bank
 
Pinellas Park
 
FL
 
—

 
630

 
1,470

 
—

 
2,100

 
95

 
10/1/2013
 
1980
Fleming's Steakhouse
 
Englewood
 
CO
 
—

 
1,152

 
3,055

 
—

 
4,207

 
162

 
2/7/2014
 
2004
Flint Energy Technologies
 
Rhome
 
TX
 
—

 
284

 
1,752

 
—

 
2,036

 
30

 
9/19/2014
 
2014
Flip It Bakery & Deli
 
Washington
 
DC
 
—

 
338

 
84

 
—

 
422

 
6

 
7/31/2013
 
1985
FMC Corp.
 
Mechanicsville
 
PA
 
3,991

 
2,108

 
3,315

 
—

 
5,423

 
227

 
2/21/2014
 
1996
Folsom Gateway II
 
Folsom
 
CA
 
21,600

 
10,314

 
27,983

 
—

 
38,297

 
1,236

 
2/7/2014
 
2006
Food Lion
 
Moyock
 
NC
 
—

 
1,269

 
2,950

 
—

 
4,219

 
156

 
2/7/2014
 
1999
Forum Energy Technology
 
Guthrie
 
OK
 
—

 
393

 
1,305

 
—

 
1,698

 
34

 
6/25/2014
 
1979
Forum Energy Technology
 
Gainesville
 
TX
 
—

 
123

 
6,019

 
—

 
6,142

 
149

 
6/25/2014
 
2008
Forum Energy Technology
 
Gainesville
 
TX
 
—

 
158

 
—

 
—

 
158

 
1

 
6/25/2014
 
1995
Fresenius Medical Care
 
Fairhope
 
AL
 
—

 
—

 
2,035

 
—

 
2,035

 
139

 
7/8/2013
 
2006
Fresenius Medical Care
 
Foley
 
AL
 
—

 
287

 
2,580

 
—

 
2,867

 
177

 
7/8/2013
 
2009
Fresenius Medical Care
 
Mobile
 
AL
 
—

 
278

 
2,505

 
—

 
2,783

 
172

 
7/8/2013
 
2009
Fresenius Medical Care
 
DeFuniak Springs
 
FL
 
—

 
115

 
2,180

 
—

 
2,295

 
149

 
7/8/2013
 
2008
Fresenius Medical Care
 
Aurora
 
IL
 
2,294

 
287

 
2,584

 
—

 
2,871

 
299

 
7/13/2012
 
1996
Fresenius Medical Care
 
Chicago
 
IL
 
—

 
588

 
1,764

 
—

 
2,352

 
204

 
7/31/2012
 
1960
Fresenius Medical Care
 
Waukegan
 
IL
 
—

 
94

 
1,792

 
—

 
1,886

 
207

 
7/31/2012
 
1980

F-162
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Fresenius Medical Care
 
Peru
 
IN
 
—

 
69

 
1,305

 
—

 
1,374

 
156

 
6/27/2012
 
1982
Fresenius Medical Care
 
Bossier City
 
LA
 
—

 
120

 
682

 
—

 
802

 
63

 
1/30/2013
 
2008
Fresenius Medical Care
 
Caro
 
MI
 
—

 
92

 
1,744

 
—

 
1,836

 
208

 
6/5/2012
 
1995
Fresenius Medical Care
 
Jackson
 
MI
 
1,948

 
137

 
2,603

 
—

 
2,740

 
311

 
6/5/2012
 
1995
Fresenius Medical Care
 
Albemarle
 
NC
 
—

 
139

 
1,253

 
—

 
1,392

 
101

 
4/30/2013
 
2008
Fresenius Medical Care
 
Angiers
 
NC
 
—

 
203

 
1,152

 
—

 
1,355

 
93

 
4/30/2013
 
2012
Fresenius Medical Care
 
Asheboro
 
NC
 
2,373

 
323

 
2,903

 
—

 
3,226

 
233

 
4/30/2013
 
2012
Fresenius Medical Care
 
Clinton
 
NC
 
—

 
139

 
2,655

 
—

 
2,794

 
192

 
6/28/2013
 
1995
Fresenius Medical Care
 
Fairmont
 
NC
 
—

 
201

 
1,819

 
—

 
2,020

 
131

 
6/28/2013
 
2002
Fresenius Medical Care
 
Fayetteville
 
NC
 
—

 
420

 
2,379

 
—

 
2,799

 
172

 
6/28/2013
 
1995
Fresenius Medical Care
 
Fayetteville
 
NC
 
—

 
134

 
2,551

 
—

 
2,685

 
185

 
6/28/2013
 
2004
Fresenius Medical Care
 
Fayetteville
 
NC
 
—

 
178

 
3,379

 
—

 
3,557

 
245

 
6/28/2013
 
1999
Fresenius Medical Care
 
Lumberton
 
NC
 
—

 
117

 
2,216

 
—

 
2,333

 
161

 
6/28/2013
 
1986
Fresenius Medical Care
 
Pembroke
 
NC
 
—

 
81

 
1,547

 
—

 
1,628

 
112

 
6/28/2013
 
2009
Fresenius Medical Care
 
Red Springs
 
NC
 
—

 
101

 
1,913

 
—

 
2,014

 
139

 
6/28/2013
 
2000
Fresenius Medical Care
 
Roseboro
 
NC
 
—

 
74

 
1,404

 
—

 
1,478

 
102

 
6/28/2013
 
2010
Fresenius Medical Care
 
St. Pauls
 
NC
 
—

 
73

 
1,389

 
—

 
1,462

 
101

 
6/28/2013
 
2008
Fresenius Medical Care
 
Taylorsville
 
NC
 
—

 
275

 
1,099

 
—

 
1,374

 
88

 
4/30/2013
 
2011
Fresenius Medical Care
 
Warsaw
 
NC
 
—

 
75

 
1,428

 
—

 
1,503

 
143

 
11/13/2012
 
2003
Fresenius Medical Care
 
Kings Mills
 
OH
 
—

 
399

 
598

 
—

 
997

 
72

 
6/5/2012
 
1995
Fresenius Medical Care
 
Dallas
 
TX
 
—

 
377

 
1,132

 
—

 
1,509

 
100

 
2/28/2013
 
1958
Front Range Community College
 
Longmont
 
CO
 
—

 
407

 
2,428

 
—

 
2,835

 
145

 
1/8/2014
 
1987
Front Range Community College
 
Longmont
 
CO
 
—

 
1,150

 
9,067

 
—

 
10,217

 
539

 
1/8/2014
 
1988
Furr's
 
Garland
 
TX
 
—

 
1,529

 
3,715

 
—

 
5,244

 
328

 
6/27/2013
 
2008
Gainesville Fuel
 
Cleburne
 
TX
 
—

 
70

 
—

 
—

 
70

 
—

 
6/25/2014
 
2009
Gander Mountain
 
Houston
 
TX
 
—

 
2,640

 
10,559

 
—

 
13,199

 
359

 
5/19/2014
 
2004
Garden Ridge
 
Stockbridge
 
GA
 
—

 
2,057

 
8,967

 
—

 
11,024

 
429

 
2/7/2014
 
1998
GE Aviation
 
Auburn
 
AL
 
24,133

 
1,627

 
30,920

 
—

 
32,547

 
3,466

 
11/21/2012
 
1995

F-163
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
GE Engine
 
Winfield
 
KS
 
—

 
1,078

 
5,087

 
—

 
6,165

 
553

 
5/6/2014
 
1951
General Electric
 
Longmont
 
CO
 
—

 
1,402

 
15,640

 
—

 
17,042

 
957

 
1/8/2014
 
1993
General Mills
 
Geneva
 
IL
 
16,555

 
7,457

 
22,371

 
—

 
29,828

 
3,582

 
5/23/2012
 
1998
General Mills
 
Fort Wayne
 
IN
 
—

 
2,533

 
48,130

 
—

 
50,663

 
6,484

 
10/18/2012
 
2012
General Service Administration
 
Birmingham
 
AL
 
—

 
1,400

 
8,830

 
—

 
10,230

 
568

 
11/5/2013
 
2005
General Service Administration
 
Mobile
 
AL
 
—

 
268

 
5,095

 
—

 
5,363

 
712

 
6/19/2012
 
1995
General Service Administration
 
North Birmingham
 
AL
 
—

 
2,982

 
19,982

 
—

 
22,964

 
1,306

 
11/5/2013
 
2005
General Service Administration
 
Springerville
 
AZ
 
—

 
148

 
2,810

 
—

 
2,958

 
380

 
7/2/2012
 
2006
General Service Administration
 
Craig
 
CO
 
583

 
129

 
1,159

 
—

 
1,288

 
194

 
12/30/2011
 
1995
General Service Administration
 
Cocoa
 
FL
 
500

 
253

 
1,435

 
17

 
1,705

 
240

 
12/13/2011
 
1995
General Service Administration
 
Stuart
 
FL
 
—

 
900

 
3,600

 
—

 
4,500

 
553

 
3/5/2012
 
2011
General Service Administration
 
Grangeville
 
ID
 
2,100

 
317

 
6,023

 
—

 
6,340

 
925

 
3/5/2012
 
2007
General Service Administration
 
Kansas City
 
KS
 
15,464

 
4,264

 
29,678

 
—

 
33,942

 
1,863

 
11/5/2013
 
2003
General Service Administration
 
Springfield
 
MO
 
—

 
131

 
2,489

 
—

 
2,620

 
359

 
5/15/2012
 
2011
General Service Administration
 
Albany
 
NY
 
10,137

 
2,470

 
11,836

 
19

 
14,325

 
839

 
11/5/2013
 
1995
General Service Administration
 
Freeport
 
NY
 
—

 
843

 
3,372

 
—

 
4,215

 
549

 
1/10/2012
 
1995
General Service Administration
 
Plattsburgh
 
NY
 
—

 
508

 
4,572

 
—

 
5,080

 
639

 
6/19/2012
 
2008
General Service Administration
 
Warren
 
PA
 
—

 
341

 
3,114

 
—

 
3,455

 
437

 
6/19/2012
 
2008
General Service Administration
 
Ponce
 
PR
 
—

 
1,780

 
9,313

 
—

 
11,093

 
862

 
11/5/2013
 
1995
General Service Administration
 
Austin
 
TX
 
—

 
1,570

 
3,057

 
—

 
4,627

 
253

 
11/5/2013
 
2005
General Service Administration
 
Fort Worth
 
TX
 
—

 
477

 
4,294

 
—

 
4,771

 
619

 
5/9/2012
 
2010
General Service Administration
 
Gloucester
 
VA
 
—

 
287

 
1,628

 
—

 
1,915

 
228

 
6/20/2012
 
1995
Genlyte Thomas Group, LLC.
 
Franklin Park
 
IL
 
4,561

 
958

 
3,176

 
—

 
4,134

 
77

 
2/21/2014
 
1969
Giant Eagle
 
Gahanna
 
OH
 
—

 
3,549

 
16,736

 
—

 
20,285

 
691

 
2/7/2014
 
2002
Giant Eagle
 
Lancaster
 
OH
 
—

 
2,210

 
15,649

 
—

 
17,859

 
628

 
2/7/2014
 
2008
Glen's Market
 
Manistee
 
MI
 
—

 
294

 
6,694

 
—

 
6,988

 
307

 
2/7/2014
 
2009
Globe Energy Services
 
Hobbs
 
NM
 
—

 
358

 
1,129

 
—

 
1,487

 
33

 
6/12/2014
 
2013
Globe Energy Services
 
Big Springs
 
TX
 
—

 
426

 
599

 
—

 
1,025

 
18

 
6/25/2014
 
2012

F-164
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Globe Energy Services
 
Levelland
 
TX
 
—

 
42

 
1,887

 
—

 
1,929

 
54

 
6/25/2014
 
1997
Globe Energy Services
 
Midland
 
TX
 
—

 
1,063

 
528

 
—

 
1,591

 
16

 
6/12/2014
 
2009
Globe Energy Services
 
Midland
 
TX
 
—

 
1,013

 
968

 
—

 
1,981

 
25

 
6/12/2014
 
2010
Globe Energy Services
 
Monahans
 
TX
 
—

 
50

 
538

 
—

 
588

 
16

 
6/12/2014
 
2011
Globe Energy Services
 
Odessa
 
TX
 
—

 
104

 
1,259

 
—

 
1,363

 
30

 
6/25/2014
 
1963
Globe Energy Services
 
Odessa
 
TX
 
—

 
500

 
3,891

 
—

 
4,391

 
227

 
6/12/2014
 
1963
Globe Energy Services
 
San Angelo
 
TX
 
—

 
821

 
1,658

 
—

 
2,479

 
43

 
6/12/2014
 
2012
Globe Energy Services
 
Snyder
 
TX
 
—

 
466

 
588

 
—

 
1,054

 
18

 
6/12/2014
 
2005
Globe Energy Services
 
Snyder
 
TX
 
—

 
174

 
1,189

 
—

 
1,363

 
29

 
6/12/2014
 
1975
GM Financial
 
Arlington
 
TX
 
24,943

 
7,901

 
35,553

 
—

 
43,454

 
2,217

 
11/5/2013
 
1998
GoFrac, LLC
 
Weatherford
 
TX
 
—

 
102

 
3,386

 
—

 
3,488

 
185

 
6/12/2014
 
2011
Golden Corral
 
Gilbert
 
AZ
 
—

 
871

 
2,910

 
—

 
3,781

 
257

 
6/27/2013
 
2006
Golden Corral
 
Goodyear
 
AZ
 
—

 
686

 
1,939

 
—

 
2,625

 
171

 
6/27/2013
 
2006
Golden Corral
 
Surprise
 
AZ
 
—

 
1,258

 
4,068

 
—

 
5,326

 
360

 
6/27/2013
 
2007
Golden Corral
 
Bakersfield
 
CA
 
—

 
2,664

 
2,078

 
—

 
4,742

 
120

 
2/7/2014
 
2011
Golden Corral
 
Jacksonville
 
FL
 
—

 
1,033

 
1,084

 
—

 
2,117

 
96

 
6/27/2013
 
1997
Golden Corral
 
Jacksonville
 
FL
 
—

 
1,721

 
2,629

 
—

 
4,350

 
232

 
6/27/2013
 
1999
Golden Corral
 
Palatka
 
FL
 
—

 
853

 
1,048

 
—

 
1,901

 
93

 
6/27/2013
 
1997
Golden Corral
 
Albany
 
GA
 
—

 
460

 
1,863

 
—

 
2,323

 
156

 
6/27/2013
 
1995
Golden Corral
 
Brunswick
 
GA
 
—

 
390

 
2,093

 
—

 
2,483

 
175

 
6/27/2013
 
1995
Golden Corral
 
Stockbridge
 
GA
 
—

 
422

 
2,391

 
—

 
2,813

 
184

 
7/31/2013
 
1987
Golden Corral
 
Council Bluffs
 
IA
 
—

 
1,140

 
1,460

 
—

 
2,600

 
122

 
6/27/2013
 
1995
Golden Corral
 
Clarksville
 
IN
 
—

 
1,061

 
1,344

 
—

 
2,405

 
90

 
2/7/2014
 
2002
Golden Corral
 
Evansville
 
IN
 
—

 
670

 
2,707

 
—

 
3,377

 
226

 
6/27/2013
 
1995
Golden Corral
 
Evansville
 
IN
 
—

 
640

 
944

 
—

 
1,584

 
79

 
6/27/2013
 
1995
Golden Corral
 
Fort Wayne
 
IN
 
—

 
820

 
1,935

 
—

 
2,755

 
162

 
6/27/2013
 
1995
Golden Corral
 
Kokomo
 
IN
 
—

 
780

 
2,107

 
—

 
2,887

 
176

 
6/27/2013
 
1995
Golden Corral
 
Richmond
 
IN
 
—

 
728

 
723

 
—

 
1,451

 
42

 
2/7/2014
 
2002

F-165
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Golden Corral
 
Emporia
 
KS
 
—

 
403

 
941

 
—

 
1,344

 
72

 
7/31/2013
 
1997
Golden Corral
 
Wichita
 
KS
 
—

 
560

 
1,306

 
—

 
1,866

 
100

 
7/31/2013
 
2000
Golden Corral
 
Elizabethtown
 
KY
 
—

 
760

 
2,753

 
—

 
3,513

 
230

 
6/27/2013
 
1995
Golden Corral
 
Henderson
 
KY
 
—

 
600

 
1,586

 
—

 
2,186

 
133

 
6/27/2013
 
1995
Golden Corral
 
Louisville
 
KY
 
—

 
1,020

 
1,173

 
—

 
2,193

 
62

 
2/7/2014
 
2001
Golden Corral
 
Nicholasville
 
KY
 
—

 
435

 
2,040

 
—

 
2,475

 
59

 
6/11/2014
 
2001
Golden Corral
 
Blue Springs
 
MO
 
—

 
810

 
1,346

 
—

 
2,156

 
113

 
6/27/2013
 
1995
Golden Corral
 
Independence
 
MO
 
—

 
1,425

 
2,437

 
—

 
3,862

 
130

 
2/7/2014
 
2010
Golden Corral
 
Flowood
 
MS
 
—

 
680

 
2,730

 
—

 
3,410

 
228

 
6/27/2013
 
1995
Golden Corral
 
Aberdeen
 
NC
 
—

 
690

 
1,566

 
—

 
2,256

 
131

 
6/27/2013
 
1995
Golden Corral
 
Burlington
 
NC
 
—

 
840

 
2,319

 
—

 
3,159

 
194

 
6/27/2013
 
1995
Golden Corral
 
Hickory
 
NC
 
—

 
260

 
2,658

 
—

 
2,918

 
222

 
6/27/2013
 
1995
Golden Corral
 
Bellevue
 
NE
 
—

 
520

 
1,433

 
—

 
1,953

 
120

 
6/27/2013
 
1995
Golden Corral
 
Lincoln
 
NE
 
—

 
300

 
2,930

 
—

 
3,230

 
245

 
6/27/2013
 
1995
Golden Corral
 
Farmington
 
NM
 
—

 
270

 
3,174

 
—

 
3,444

 
265

 
6/27/2013
 
1995
Golden Corral
 
Roswell
 
NM
 
—

 
203

 
600

 
—

 
803

 
53

 
6/27/2013
 
2000
Golden Corral
 
Akron
 
OH
 
—

 
640

 
2,133

 
—

 
2,773

 
99

 
2/7/2014
 
2003
Golden Corral
 
Beavercreek
 
OH
 
—

 
713

 
1,858

 
—

 
2,571

 
83

 
2/7/2014
 
2000
Golden Corral
 
Canton
 
OH
 
—

 
647

 
2,135

 
—

 
2,782

 
105

 
2/7/2014
 
2002
Golden Corral
 
Cincinnati
 
OH
 
—

 
694

 
2,066

 
—

 
2,760

 
100

 
2/7/2014
 
1999
Golden Corral
 
Cleveland
 
OH
 
—

 
1,109

 
2,315

 
—

 
3,424

 
104

 
2/7/2014
 
2004
Golden Corral
 
Columbus
 
OH
 
—

 
770

 
2,476

 
—

 
3,246

 
207

 
6/27/2013
 
1995
Golden Corral
 
Dayton
 
OH
 
—

 
579

 
1,429

 
—

 
2,008

 
70

 
2/7/2014
 
2000
Golden Corral
 
Dayton
 
OH
 
—

 
774

 
2,766

 
—

 
3,540

 
132

 
2/7/2014
 
2002
Golden Corral
 
Elyria
 
OH
 
—

 
1,167

 
1,599

 
—

 
2,766

 
73

 
2/7/2014
 
2004
Golden Corral
 
Fairfield
 
OH
 
—

 
859

 
1,135

 
—

 
1,994

 
54

 
2/7/2014
 
1999
Golden Corral
 
Grove City
 
OH
 
—

 
926

 
1,859

 
—

 
2,785

 
86

 
2/7/2014
 
2007
Golden Corral
 
Northfield
 
OH
 
—

 
947

 
1,061

 
—

 
2,008

 
47

 
2/7/2014
 
2004

F-166
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Golden Corral
 
Ontario
 
OH
 
—

 
616

 
2,412

 
—

 
3,028

 
117

 
2/7/2014
 
2004
Golden Corral
 
Springfield
 
OH
 
—

 
619

 
1,142

 
—

 
1,761

 
51

 
2/7/2014
 
2000
Golden Corral
 
Toledo
 
OH
 
—

 
838

 
3,333

 
—

 
4,171

 
150

 
2/7/2014
 
2004
Golden Corral
 
Zanesville
 
OH
 
—

 
487

 
2,030

 
—

 
2,517

 
179

 
6/27/2013
 
2002
Golden Corral
 
Midwest City
 
OK
 
—

 
1,175

 
1,708

 
—

 
2,883

 
151

 
6/27/2013
 
1991
Golden Corral
 
Norman
 
OK
 
—

 
345

 
2,107

 
—

 
2,452

 
186

 
6/27/2013
 
1994
Golden Corral
 
Tulsa
 
OK
 
—

 
280

 
3,890

 
—

 
4,170

 
325

 
6/27/2013
 
1995
Golden Corral
 
Monroeville
 
PA
 
—

 
1,647

 
849

 
—

 
2,496

 
29

 
2/7/2014
 
1982
Golden Corral
 
Rock Hill
 
SC
 
—

 
320

 
2,130

 
—

 
2,450

 
178

 
6/27/2013
 
1995
Golden Corral
 
Cookeville
 
TN
 
—

 
800

 
1,937

 
—

 
2,737

 
162

 
6/27/2013
 
1995
Golden Corral
 
Baytown
 
TX
 
—

 
596

 
1,788

 
—

 
2,384

 
138

 
7/31/2013
 
1998
Golden Corral
 
Brownsville
 
TX
 
—

 
604

 
2,302

 
—

 
2,906

 
203

 
6/27/2013
 
1995
Golden Corral
 
College Station
 
TX
 
—

 
1,265

 
1,718

 
—

 
2,983

 
152

 
6/27/2013
 
1990
Golden Corral
 
Harlingen
 
TX
 
—

 
832

 
3,037

 
—

 
3,869

 
268

 
6/27/2013
 
1990
Golden Corral
 
Houston
 
TX
 
—

 
1,147

 
2,447

 
—

 
3,594

 
216

 
6/27/2013
 
1995
Golden Corral
 
San Angelo
 
TX
 
—

 
644

 
1,702

 
—

 
2,346

 
85

 
2/7/2014
 
2012
Golden Corral
 
Spring
 
TX
 
—

 
3,342

 
1,207

 
—

 
4,549

 
75

 
2/7/2014
 
2011
Golden Corral
 
Texarkana
 
TX
 
—

 
758

 
3,031

 
—

 
3,789

 
233

 
7/31/2013
 
2001
Golden Corral
 
Bristol
 
VA
 
—

 
750

 
2,276

 
—

 
3,026

 
190

 
6/27/2013
 
1995
Golden Corral
 
Rock Springs
 
WY
 
—

 
354

 
90

 
—

 
444

 
8

 
6/27/2013
 
1995
Gold's Gym
 
Broken Arrow
 
OK
 
—

 
1,661

 
6,565

 
—

 
8,226

 
328

 
2/7/2014
 
2009
Goodfire BBQ
 
San Antonio
 
TX
 
—

 
350

 
341

 
—

 
691

 
29

 
6/27/2013
 
1995


F-167
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Goodyear
 
Cumming
 
GA
 
—

 
534

 
2,516

 
—

 
3,050

 
111

 
2/7/2014
 
2010
Goodyear
 
Cumming
 
GA
 
—

 
1,085

 
1,915

 
—

 
3,000

 
89

 
2/7/2014
 
2010
Goodyear
 
McDonough
 
GA
 
11,995

 
1,797

 
21,264

 
—

 
23,061

 
1,259

 
1/8/2014
 
1995
Goodyear
 
Stockbridge
 
GA
 
14,603

 
1,222

 
32,119

 
—

 
33,341

 
1,965

 
1/8/2014
 
1995
Goodyear
 
DeKalb
 
IL
 
21,905

 
4,476

 
44,516

 
—

 
48,992

 
2,722

 
1/8/2014
 
1999
Goodyear
 
Lockbourne
 
OH
 
14,290

 
3,107

 
28,868

 
—

 
31,975

 
1,691

 
1/8/2014
 
1998
Goodyear
 
York
 
PA
 
24,825

 
1,980

 
53,396

 
—

 
55,376

 
3,091

 
1/8/2014
 
2001
Goodyear
 
Columbia
 
SC
 
—

 
656

 
2,077

 
—

 
2,733

 
93

 
2/7/2014
 
2010
Goodyear
 
Corpus Christi
 
TX
 
—

 
753

 
1,737

 
—

 
2,490

 
76

 
2/7/2014
 
2008
Goodyear
 
Terrell
 
TX
 
16,689

 
2,516

 
34,804

 
—

 
37,320

 
2,125

 
1/8/2014
 
1998
Grandy's
 
Hobbs
 
NM
 
—

 
815

 
—

 
—

 
815

 
—

 
6/27/2013
 
1995
Grandy's
 
Ardmore
 
OK
 
—

 
454

 
—

 
—

 
454

 
—

 
6/27/2013
 
1995
Grandy's
 
Moore
 
OK
 
—

 
320

 
428

 
—

 
748

 
36

 
6/27/2013
 
1995
Grandy's
 
Oklahoma City
 
OK
 
—

 
260

 
380

 
—

 
640

 
32

 
6/27/2013
 
1995
Grandy's
 
Oklahoma City
 
OK
 
—

 
320

 
289

 
—

 
609

 
24

 
6/27/2013
 
1995
Grandy's
 
Abilene
 
TX
 
—

 
803

 
—

 
—

 
803

 
—

 
6/27/2013
 
1995
Grandy's
 
Arlington
 
TX
 
—

 
734

 
—

 
—

 
734

 
—

 
6/27/2013
 
1995
Grandy's
 
Carrollton
 
TX
 
—

 
773

 
—

 
—

 
773

 
—

 
6/27/2013
 
1995
Grandy's
 
Carrollton
 
TX
 
—

 
847

 
—

 
—

 
847

 
—

 
6/27/2013
 
1986
Grandy's
 
Dallas
 
TX
 
—

 
725

 
—

 
—

 
725

 
—

 
7/31/2013
 
1981
Grandy's
 
Dallas
 
TX
 
—

 
357

 
—

 
—

 
357

 
—

 
7/31/2013
 
1984
Grandy's
 
Fort Worth
 
TX
 
—

 
777

 
—

 
—

 
777

 
—

 
6/27/2013
 
1995
Grandy's
 
Fort Worth
 
TX
 
—

 
811

 
—

 
—

 
811

 
—

 
6/27/2013
 
1985
Grandy's
 
Garland
 
TX
 
—

 
623

 
—

 
—

 
623

 
—

 
6/27/2013
 
1980
Grandy's
 
Garland
 
TX
 
—

 
859

 
—

 
—

 
859

 
—

 
6/27/2013
 
1985
Grandy's
 
Greenville
 
TX
 
—

 
847

 
—

 
—

 
847

 
—

 
7/31/2013
 
1979
Grandy's
 
Irving
 
TX
 
—

 
871

 
—

 
—

 
871

 
—

 
6/27/2013
 
1983
Grandy's
 
Lancaster
 
TX
 
—

 
780

 
—

 
—

 
780

 
—

 
6/27/2013
 
1984

F-168
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Grandy's
 
Lubbock
 
TX
 
—

 
694

 
—

 
—

 
694

 
—

 
6/27/2013
 
1979
Grandy's
 
Mesquite
 
TX
 
—

 
871

 
—

 
—

 
871

 
—

 
6/27/2013
 
1983
Grandy's
 
Plano
 
TX
 
—

 
871

 
—

 
—

 
871

 
—

 
6/27/2013
 
1980
Great Clips
 
Lombard
 
IL
 
—

 
84

 
100

 
—

 
184

 
9

 
6/27/2013
 
1973
Greene's Energy Group
 
Broussard
 
LA
 
—

 
455

 
6,022

 
—

 
6,477

 
127

 
6/12/2014
 
1980
Habanero's Mexican Grill
 
Hueytown
 
AL
 
—

 
60

 
639

 
—

 
699

 
53

 
6/27/2013
 
1995
Hanesbrands
 
Rural Hall
 
NC
 
18,100

 
1,798

 
41,214

 
—

 
43,012

 
1,425

 
2/7/2014
 
1992
Hanesbrands
 
Rural Hall
 
NC
 
17,990

 
1,082

 
22,565

 
—

 
23,647

 
2,911

 
12/21/2012
 
1989
Hardee's
 
Morrilton
 
AR
 
—

 
175

 
937

 
—

 
1,112

 
41

 
3/28/2014
 
1986
Hardee's
 
Jacksonville
 
FL
 
—

 
875

 
583

 
—

 
1,458

 
45

 
7/31/2013
 
1993
Hardee's
 
Pace
 
FL
 
—

 
419

 
435

 
—

 
854

 
37

 
6/27/2013
 
1991
Hardee's
 
Williston
 
FL
 
—

 
395

 
553

 
—

 
948

 
47

 
6/27/2013
 
1992
Hardee's
 
Alma
 
GA
 
—

 
80

 
502

 
—

 
582

 
41

 
6/27/2013
 
1995
Hardee's
 
Bremen
 
GA
 
—

 
129

 
518

 
—

 
647

 
40

 
7/31/2013
 
1980
Hardee's
 
Brunswick
 
GA
 
—

 
200

 
494

 
—

 
694

 
40

 
6/27/2013
 
1995
Hardee's
 
Canton
 
GA
 
—

 
488

 
539

 
—

 
1,027

 
46

 
6/27/2013
 
1983
Hardee's
 
Claxton
 
GA
 
—

 
170

 
469

 
—

 
639

 
38

 
6/27/2013
 
1995
Hardee's
 
Glennville
 
GA
 
—

 
170

 
450

 
—

 
620

 
36

 
6/27/2013
 
1995
Hardee's
 
Hazlehurst
 
GA
 
—

 
300

 
263

 
—

 
563

 
21

 
6/27/2013
 
1995
Hardee's
 
Metter
 
GA
 
—

 
230

 
369

 
—

 
599

 
30

 
6/27/2013
 
1995
Hardee's
 
Richmond Hill
 
GA
 
—

 
390

 
149

 
—

 
539

 
12

 
6/27/2013
 
1995
Hardee's
 
Savannah
 
GA
 
—

 
130

 
456

 
—

 
586

 
37

 
6/27/2013
 
1995
Hardee's
 
Swainsboro
 
GA
 
—

 
470

 
107

 
—

 
577

 
9

 
6/27/2013
 
1995
Hardee's
 
Vidalia
 
GA
 
—

 
220

 
377

 
—

 
597

 
31

 
6/27/2013
 
1995
Hardee's
 
Mount Vernon
 
IA
 
—

 
320

 
480

 
—

 
800

 
41

 
6/27/2013
 
1987
Hardee's
 
Belleville
 
IL
 
—

 
269

 
467

 
—

 
736

 
40

 
6/27/2013
 
1987
Hardee's
 
Indian Trail
 
NC
 
—

 
777

 
553

 
—

 
1,330

 
42

 
6/27/2013
 
1992
Hardee's
 
Old Fort
 
NC
 
—

 
300

 
904

 
—

 
1,204

 
73

 
6/27/2013
 
1995

F-169
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Hardee's
 
Sparta
 
NC
 
—

 
372

 
346

 
—

 
718

 
30

 
6/27/2013
 
1983
Hardee's
 
Akron
 
OH
 
—

 
207

 
483

 
—

 
690

 
37

 
7/31/2013
 
1990
Hardee's
 
Jefferson
 
OH
 
—

 
242

 
363

 
—

 
605

 
28

 
7/31/2013
 
1989
Hardee's
 
Minerva
 
OH
 
—

 
214

 
321

 
—

 
535

 
25

 
7/31/2013
 
1990
Hardee's
 
Seville
 
OH
 
—

 
151

 
454

 
—

 
605

 
35

 
7/31/2013
 
1989
Hardee's
 
Aiken
 
SC
 
—

 
220

 
450

 
—

 
670

 
36

 
6/27/2013
 
1995
Hardee's
 
Chapin
 
SC
 
—

 
380

 
741

 
—

 
1,121

 
60

 
6/27/2013
 
1995
Hardee's
 
Chester
 
SC
 
—

 
586

 
563

 
—

 
1,149

 
18

 
7/31/2013
 
1994
Hardee's
 
Bloomingdale
 
TN
 
—

 
270

 
844

 
—

 
1,114

 
68

 
6/27/2013
 
1995
Hardee's
 
Clinton
 
TN
 
—

 
390

 
893

 
—

 
1,283

 
72

 
6/27/2013
 
1995
Hardee's
 
Crossville
 
TN
 
—

 
300

 
689

 
—

 
989

 
56

 
6/27/2013
 
1995
Hardee's
 
Erwin
 
TN
 
—

 
346

 
406

 
—

 
752

 
35

 
6/27/2013
 
1982
Hardee's
 
Morristown
 
TN
 
—

 
353

 
431

 
—

 
784

 
33

 
7/31/2013
 
1991
Hardee's
 
Springfield
 
TN
 
—

 
343

 
515

 
—

 
858

 
40

 
7/31/2013
 
1990
Hardee's
 
Beaver
 
WV
 
—

 
217

 
318

 
—

 
535

 
27

 
6/27/2013
 
2008
Hardee's / Red Burrito
 
Attalla
 
AL
 
—

 
220

 
896

 
—

 
1,116

 
72

 
6/27/2013
 
1995
Harley Davidson
 
Round Rock
 
TX
 
—

 
1,688

 
9,563

 
—

 
11,251

 
830

 
7/31/2013
 
2008
Harps Grocery
 
Cabot
 
AR
 
—

 
270

 
4,664

 
—

 
4,934

 
223

 
2/7/2014
 
2014
Harps Grocery
 
Haskell
 
AR
 
—

 
499

 
3,281

 
—

 
3,780

 
155

 
2/7/2014
 
2012
Harps Grocery
 
Hot Springs
 
AR
 
—

 
592

 
4,353

 
—

 
4,945

 
204

 
2/7/2014
 
2013
Harps Grocery
 
Hot Springs
 
AR
 
—

 
839

 
4,486

 
—

 
5,325

 
200

 
2/7/2014
 
2013
Harps Grocery
 
Searcy
 
AR
 
—

 
705

 
4,159

 
—

 
4,864

 
189

 
2/7/2014
 
2008
Harps Grocery
 
West Fork
 
AR
 
—

 
635

 
4,708

 
—

 
5,343

 
215

 
2/7/2014
 
2013
Harps Grocery
 
Poplar Bluff
 
MO
 
—

 
572

 
2,991

 
—

 
3,563

 
7

 
2/21/2014
 
2014
Harps Grocery
 
Inola
 
OK
 
—

 
130

 
3,387

 
—

 
3,517

 
80

 
3/5/2014
 
2014
Harris Teeter
 
Durham
 
NC
 
1,910

 
3,239

 
—

 
—

 
3,239

 
—

 
2/7/2014
 
2009
Hartford Ins.
 
Santee
 
CA
 
11,910

 
2,400

 
7,312

 
—

 
9,712

 
436

 
2/21/2014
 
1995
Harvey's Grill & Bar
 
Saginaw
 
MI
 
—

 
230

 
647

 
—

 
877

 
57

 
6/27/2013
 
1997

F-170
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Hash House A-Go-Go Restaurant
 
Las Vegas
 
NV
 
—

 
580

 
1,347

 
—

 
1,927

 
113

 
6/27/2013
 
1995
Hayden's Grill & Bar
 
Canton
 
MI
 
—

 
160

 
693

 
—

 
853

 
61

 
6/27/2013
 
1995
Healthnow
 
Buffalo
 
NY
 
42,500

 
2,569

 
89,399

 
—

 
91,968

 
3,132

 
2/7/2014
 
2007
HH Gregg
 
Joliet
 
IL
 
—

 
1,834

 
1,585

 
—

 
3,419

 
94

 
2/7/2014
 
2011
HH Gregg
 
Merrillville
 
IN
 
—

 
511

 
4,768

 
—

 
5,279

 
235

 
2/7/2014
 
2011
HH Gregg
 
Chesterfield
 
MO
 
—

 
1,537

 
4,123

 
—

 
5,660

 
204

 
2/7/2014
 
2012
HH Gregg
 
North Fayette
 
PA
 
—

 
1,990

 
2,700

 
—

 
4,690

 
118

 
2/7/2014
 
1999
HH Gregg
 
North Charleston
 
SC
 
—

 
2,193

 
4,636

 
—

 
6,829

 
231

 
2/7/2014
 
2008
Hobby Lobby
 
Avon
 
IN
 
—

 
1,439

 
5,855

 
—

 
7,294

 
255

 
2/7/2014
 
2007
Hobby Lobby
 
Kannapolis
 
NC
 
—

 
1,929

 
4,227

 
—

 
6,156

 
192

 
2/7/2014
 
2004
Hobby Lobby
 
Columbia
 
TN
 
—

 
951

 
2,467

 
—

 
3,418

 
124

 
2/26/2014
 
1986
Hobby Lobby
 
Logan
 
UT
 
—

 
2,683

 
3,079

 
—

 
5,762

 
152

 
2/7/2014
 
2008
Holy Cross Hospital
 
Silver Spring
 
MD
 
—

 
637

 
7,375

 
4,424

 
12,436

 
—

 
11/5/2013
 
1972
Home Depot
 
Tolleson
 
AZ
 
—

 
6,607

 
23,772

 
—

 
30,379

 
1,004

 
2/7/2014
 
2010
Home Depot
 
Tucson
 
AZ
 
—

 
6,251

 
—

 
—

 
6,251

 
—

 
2/7/2014
 
2005
Home Depot
 
San Diego
 
CA
 
6,650

 
12,518

 
—

 
—

 
12,518

 
—

 
2/7/2014
 
1998
Home Depot
 
Evans
 
GA
 
—

 
4,583

 
—

 
—

 
4,583

 
—

 
2/7/2014
 
2009
Home Depot
 
Kennesaw
 
GA
 
—

 
1,809

 
12,331

 
—

 
14,140

 
497

 
2/7/2014
 
2012
Home Depot
 
Slidell
 
LA
 
1,996

 
5,131

 
—

 
—

 
5,131

 
—

 
2/7/2014
 
1998
Home Depot
 
Las Vegas
 
NV
 
—

 
7,907

 
—

 
—

 
7,907

 
—

 
2/7/2014
 
1998
Home Depot
 
Columbia
 
SC
 
—

 
2,911

 
15,463

 
—

 
18,374

 
4,000

 
11/9/2009
 
2009
Home Depot
 
Odessa
 
TX
 
—

 
1,599

 
—

 
—

 
1,599

 
—

 
2/7/2014
 
1998
Home Depot
 
Winchester
 
VA
 
—

 
3,955

 
18,405

 
—

 
22,360

 
949

 
2/7/2014
 
2008
Home Town Buffet
 
Oxnard
 
CA
 
—

 
195

 
1,044

 
—

 
1,239

 
61

 
1/8/2014
 
1998
Home Town Buffet
 
Rialto
 
CA
 
—

 
265

 
1,261

 
—

 
1,526

 
77

 
1/8/2014
 
1998
Home Town Buffet
 
San Marcos
 
CA
 
—

 
195

 
1,044

 
—

 
1,239

 
61

 
1/8/2014
 
1997
Home Town Buffet
 
Santa Maria
 
CA
 
—

 
191

 
1,006

 
—

 
1,197

 
29

 
1/8/2014
 
2002
Home Town Buffet
 
Santee
 
CA
 
—

 
265

 
1,261

 
—

 
1,526

 
79

 
1/8/2014
 
1995

F-171
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Home Town Buffet
 
Newark
 
DE
 
—

 
177

 
1,129

 
—

 
1,306

 
39

 
1/8/2014
 
1983
Home Town Buffet
 
Peoria
 
IL
 
—

 
195

 
1,013

 
—

 
1,208

 
66

 
1/8/2014
 
2000
Home Town Buffet
 
Deptford
 
NJ
 
—

 
195

 
1,044

 
—

 
1,239

 
61

 
1/8/2014
 
2005
Home Town Buffet
 
Philadelphia
 
PA
 
—

 
195

 
1,044

 
—

 
1,239

 
28

 
1/8/2014
 
1997
Home Town Buffet
 
El Paso
 
TX
 
—

 
246

 
1,248

 
—

 
1,494

 
75

 
1/8/2014
 
1995
Home Town Buffet
 
Union Gap
 
WA
 
—

 
253

 
1,320

 
—

 
1,573

 
78

 
1/8/2014
 
2002
Hooley House Sports Pub
 
Brooklyn
 
OH
 
—

 
291

 
321

 
—

 
612

 
28

 
6/27/2013
 
2000
Houlihan's
 
Plymouth Meeting
 
PA
 
—

 
870

 
2,015

 
—

 
2,885

 
168

 
6/27/2013
 
1995
Huntington National Bank
 
Conneaut
 
OH
 
—

 
205

 
477

 
—

 
682

 
31

 
10/1/2013
 
1971
Huntington National Bank
 
Jefferson
 
OH
 
—

 
255

 
765

 
—

 
1,020

 
50

 
10/1/2013
 
1963
Hy-Vee
 
Vermillion
 
SD
 
2,922

 
409

 
3,684

 
—

 
4,093

 
442

 
4/8/2013
 
1986
IEA, Inc.
 
Kenosha
 
WI
 
7,282

 
2,280

 
2,358

 
—

 
4,638

 
235

 
2/21/2014
 
1997
IFM Efectors
 
Malvern
 
PA
 
—

 
—

 
—

 
5,937

 
5,937

 
—

 
8/20/2014
 
2014
Igloo
 
Katy
 
TX
 
—

 
5,617

 
38,470

 
—

 
44,087

 
1,555

 
2/7/2014
 
2004
IHOP
 
Auburn
 
AL
 
—

 
1,111

 
933

 
—

 
2,044

 
83

 
6/27/2013
 
1998
IHOP
 
Homewood
 
AL
 
—

 
610

 
1,762

 
—

 
2,372

 
147

 
6/27/2013
 
1995
IHOP
 
Montgomery
 
AL
 
—

 
941

 
—

 
—

 
941

 
—

 
6/27/2013
 
1998
IHOP
 
Castle Rock
 
CO
 
—

 
320

 
2,334

 
—

 
2,654

 
195

 
6/27/2013
 
1995
IHOP
 
Greeley
 
CO
 
—

 
120

 
1,538

 
—

 
1,658

 
129

 
6/27/2013
 
1995
IHOP
 
Pueblo
 
CO
 
—

 
330

 
1,589

 
—

 
1,919

 
133

 
6/27/2013
 
1995
IHOP
 
Stockbridge
 
GA
 
—

 
580

 
2,091

 
—

 
2,671

 
175

 
6/27/2013
 
1995
IHOP
 
Bossier City
 
LA
 
—

 
541

 
1,342

 
—

 
1,883

 
119

 
6/27/2013
 
1998
IHOP
 
Natchitoches
 
LA
 
—

 
750

 
89

 
—

 
839

 
7

 
6/27/2013
 
1995
IHOP
 
Roseville
 
MI
 
—

 
340

 
1,071

 
—

 
1,411

 
90

 
6/27/2013
 
1995
IHOP
 
Warren
 
MI
 
—

 
605

 
830

 
—

 
1,435

 
73

 
6/27/2013
 
1996
IHOP
 
Kansas City
 
MO
 
—

 
630

 
1,002

 
—

 
1,632

 
84

 
6/27/2013
 
1995
IHOP
 
Southaven
 
MS
 
—

 
350

 
2,108

 
—

 
2,458

 
176

 
6/27/2013
 
1995
IHOP
 
Poughkeepsie
 
NY
 
—

 
430

 
1,129

 
—

 
1,559

 
94

 
6/27/2013
 
1995

F-172
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
IHOP
 
Greenville
 
SC
 
—

 
610

 
1,551

 
—

 
2,161

 
130

 
6/27/2013
 
1995
IHOP
 
Clarksville
 
TN
 
—

 
530

 
1,346

 
—

 
1,876

 
113

 
6/27/2013
 
1995
IHOP
 
Memphis
 
TN
 
—

 
750

 
2,009

 
—

 
2,759

 
168

 
6/27/2013
 
1995
IHOP
 
Murfreesboro
 
TN
 
—

 
600

 
1,687

 
—

 
2,287

 
141

 
6/27/2013
 
1995
IHOP
 
Baytown
 
TX
 
—

 
698

 
1,297

 
—

 
1,995

 
100

 
7/31/2013
 
1998
IHOP
 
Corpus Christi
 
TX
 
—

 
1,176

 
—

 
—

 
1,176

 
—

 
7/31/2013
 
1995
IHOP
 
Fort Worth
 
TX
 
—

 
560

 
1,879

 
—

 
2,439

 
157

 
6/27/2013
 
1995
IHOP
 
Houston
 
TX
 
—

 
760

 
2,462

 
—

 
3,222

 
206

 
6/27/2013
 
1995
IHOP
 
Killeen
 
TX
 
—

 
380

 
1,028

 
—

 
1,408

 
86

 
6/27/2013
 
1995
IHOP
 
Lake Jackson
 
TX
 
—

 
370

 
2,018

 
—

 
2,388

 
169

 
6/27/2013
 
1995
IHOP
 
Leon Valley
 
TX
 
—

 
650

 
2,055

 
—

 
2,705

 
172

 
6/27/2013
 
1995
IHOP
 
Auburn
 
WA
 
—

 
780

 
1,878

 
—

 
2,658

 
157

 
6/27/2013
 
1995
Indi's Fast Food
 
Louisville
 
KY
 
—

 
292

 
157

 
—

 
449

 
12

 
7/31/2013
 
1972
Ingersoll Rand
 
Annandale
 
NJ
 
—

 
1,367

 
14,223

 
33

 
15,623

 
983

 
4/30/2014
 
1999
Ingram Micro
 
Amherst
 
NY
 
—

 
4,107

 
20,347

 
—

 
24,454

 
622

 
6/25/2014
 
1986
Invensys Systems
 
Foxboro
 
MA
 
43,700

 
—

 
—

 
32,650

 
32,650

 
240

 
6/27/2014
 
1965
Invesco Holding Company
 
Denver
 
CO
 
—

 
12,648

 
66,398

 
—

 
79,046

 
4,100

 
11/5/2013
 
2001
Iron Chef Super Buffet
 
Kissimmee
 
FL
 
—

 
297

 
127

 
—

 
424

 
10

 
7/31/2013
 
2000
Iron Mountain
 
Columbus
 
OH
 
—

 
405

 
3,642

 
—

 
4,047

 
509

 
9/28/2012
 
1954
Iron Mountain
 
Mohnton
 
PA
 
—

 
197

 
6,152

 
—

 
6,349

 
137

 
7/2/2014
 
1979
IRS Gateway Center
 
Covington
 
KY
 
—

 
3,120

 
80,689

 
—

 
83,809

 
1,842

 
6/5/2014
 
1994


F-173
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Irving Oil
 
Belfast
 
ME
 
—

 
339

 
698

 
—

 
1,037

 
38

 
2/7/2014
 
1997
Irving Oil
 
Bethel
 
ME
 
—

 
182

 
331

 
—

 
513

 
19

 
2/7/2014
 
1990
Irving Oil
 
Boothbay Harbor
 
ME
 
—

 
413

 
550

 
—

 
963

 
32

 
2/7/2014
 
1993
Irving Oil
 
Caribou
 
ME
 
—

 
187

 
404

 
—

 
591

 
22

 
2/7/2014
 
1990
Irving Oil
 
Fort Kent
 
ME
 
—

 
358

 
352

 
—

 
710

 
23

 
2/7/2014
 
1973
Irving Oil
 
Kennebunk
 
ME
 
—

 
469

 
541

 
—

 
1,010

 
33

 
2/7/2014
 
1980
Irving Oil
 
Lincoln
 
ME
 
—

 
360

 
360

 
—

 
720

 
20

 
2/7/2014
 
1994
Irving Oil
 
Orono
 
ME
 
—

 
228

 
272

 
—

 
500

 
15

 
2/7/2014
 
1984
Irving Oil
 
Saco
 
ME
 
—

 
619

 
222

 
—

 
841

 
18

 
2/7/2014
 
1995
Irving Oil
 
Skowhegan
 
ME
 
—

 
541

 
492

 
—

 
1,033

 
31

 
2/7/2014
 
1988
Irving Oil
 
Conway
 
NH
 
—

 
173

 
525

 
—

 
698

 
27

 
2/7/2014
 
2004
Irving Oil
 
Dover
 
NH
 
—

 
380

 
717

 
—

 
1,097

 
38

 
2/7/2014
 
1988
Irving Oil
 
Rochester
 
NH
 
—

 
290

 
747

 
—

 
1,037

 
39

 
2/7/2014
 
1970
Irving Oil
 
Dummerston
 
VT
 
—

 
185

 
353

 
—

 
538

 
22

 
2/7/2014
 
1993
Irving Oil
 
Rutland
 
VT
 
—

 
249

 
220

 
—

 
469

 
12

 
2/7/2014
 
1984
Irving Oil
 
Westminster
 
VT
 
—

 
108

 
437

 
—

 
545

 
24

 
2/7/2014
 
1990
Jack in the Box
 
Avondale
 
AZ
 
—

 
110

 
2,237

 
—

 
2,347

 
181

 
6/27/2013
 
1995
Jack in the Box
 
Chandler
 
AZ
 
—

 
450

 
1,447

 
—

 
1,897

 
117

 
6/27/2013
 
1995
Jack in the Box
 
Folsom
 
CA
 
—

 
280

 
2,423

 
—

 
2,703

 
196

 
6/27/2013
 
1995
Jack in the Box
 
Fresno
 
CA
 
—

 
190

 
1,810

 
—

 
2,000

 
146

 
6/27/2013
 
1995
Jack in the Box
 
Sacramento
 
CA
 
—

 
476

 
1,110

 
—

 
1,586

 
85

 
7/31/2013
 
1991
Jack in the Box
 
West Sacramento
 
CA
 
—

 
590

 
1,710

 
—

 
2,300

 
138

 
6/27/2013
 
1995
Jack in the Box
 
Burley
 
ID
 
—

 
240

 
1,430

 
—

 
1,670

 
116

 
6/27/2013
 
1995
Jack in the Box
 
Moscow
 
ID
 
—

 
350

 
1,110

 
—

 
1,460

 
90

 
6/27/2013
 
1995
Jack in the Box
 
Belleville
 
IL
 
—

 
200

 
966

 
—

 
1,166

 
78

 
6/27/2013
 
1995
Jack in the Box
 
Walker
 
LA
 
—

 
543

 
1,196

 
—

 
1,739

 
102

 
6/27/2013
 
2001
Jack in the Box
 
Florissant
 
MO
 
—

 
502

 
1,515

 
—

 
2,017

 
122

 
6/27/2013
 
1995
Jack in the Box
 
St. Louis
 
MO
 
—

 
420

 
1,494

 
—

 
1,914

 
121

 
6/27/2013
 
1995
Jack in the Box
 
Las Vegas
 
NV
 
—

 
680

 
1,533

 
—

 
2,213

 
124

 
6/27/2013
 
1995

F-174
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Jack in the Box
 
Salem
 
OR
 
—

 
580

 
1,301

 
—

 
1,881

 
105

 
6/27/2013
 
1995
Jack in the Box
 
Tigard
 
OR
 
—

 
620

 
1,361

 
—

 
1,981

 
110

 
6/27/2013
 
1995
Jack in the Box
 
Arlington
 
TX
 
—

 
420

 
1,325

 
—

 
1,745

 
107

 
6/27/2013
 
1995
Jack in the Box
 
Arlington
 
TX
 
—

 
420

 
1,365

 
—

 
1,785

 
110

 
6/27/2013
 
1995
Jack in the Box
 
Cleburne
 
TX
 
—

 
291

 
1,647

 
—

 
1,938

 
127

 
7/31/2013
 
2000
Jack in the Box
 
Corinth
 
TX
 
—

 
400

 
1,416

 
—

 
1,816

 
114

 
6/27/2013
 
1995
Jack in the Box
 
Farmers Branch
 
TX
 
—

 
460

 
1,640

 
—

 
2,100

 
133

 
6/27/2013
 
1995
Jack in the Box
 
Fort Worth
 
TX
 
—

 
490

 
1,702

 
—

 
2,192

 
138

 
6/27/2013
 
1995
Jack in the Box
 
Georgetown
 
TX
 
—

 
600

 
1,508

 
—

 
2,108

 
122

 
6/27/2013
 
1995
Jack in the Box
 
Granbury
 
TX
 
—

 
380

 
1,449

 
—

 
1,829

 
117

 
6/27/2013
 
1995
Jack in the Box
 
Grand Prairie
 
TX
 
—

 
600

 
1,856

 
—

 
2,456

 
150

 
6/27/2013
 
1995
Jack in the Box
 
Grapevine
 
TX
 
—

 
470

 
1,344

 
—

 
1,814

 
109

 
6/27/2013
 
1995
Jack in the Box
 
Gun Barrel City
 
TX
 
—

 
300

 
961

 
—

 
1,261

 
78

 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
460

 
1,437

 
—

 
1,897

 
116

 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
390

 
1,172

 
—

 
1,562

 
95

 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
330

 
1,845

 
—

 
2,175

 
149

 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
410

 
1,621

 
—

 
2,031

 
131

 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
450

 
1,396

 
—

 
1,846

 
113

 
6/27/2013
 
1995
Jack in the Box
 
Hutchins
 
TX
 
—

 
330

 
1,363

 
—

 
1,693

 
110

 
6/27/2013
 
1995
Jack in the Box
 
Kingswood
 
TX
 
—

 
430

 
955

 
—

 
1,385

 
77

 
6/27/2013
 
1995
Jack in the Box
 
Lufkin
 
TX
 
—

 
440

 
1,544

 
—

 
1,984

 
125

 
6/27/2013
 
1995
Jack in the Box
 
Lufkin
 
TX
 
—

 
450

 
1,563

 
—

 
2,013

 
126

 
6/27/2013
 
1995
Jack in the Box
 
Mesquite
 
TX
 
—

 
560

 
1,652

 
—

 
2,212

 
134

 
6/27/2013
 
1995
Jack in the Box
 
Missouri City
 
TX
 
—

 
451

 
837

 
—

 
1,288

 
64

 
7/31/2013
 
1991
Jack in the Box
 
Nacogdoches
 
TX
 
—

 
340

 
1,320

 
—

 
1,660

 
107

 
6/27/2013
 
1995
Jack in the Box
 
Orange
 
TX
 
—

 
270

 
1,661

 
—

 
1,931

 
134

 
6/27/2013
 
1995
Jack in the Box
 
Port Arthur
 
TX
 
—

 
460

 
1,405

 
—

 
1,865

 
114

 
6/27/2013
 
1995
Jack in the Box
 
Rockwall
 
TX
 
—

 
450

 
1,275

 
—

 
1,725

 
103

 
6/27/2013
 
1995

F-175
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Jack in the Box
 
San Antonio
 
TX
 
—

 
400

 
1,244

 
—

 
1,644

 
101

 
6/27/2013
 
1995
Jack in the Box
 
San Antonio
 
TX
 
—

 
470

 
1,256

 
—

 
1,726

 
101

 
6/27/2013
 
1995
Jack in the Box
 
San Antonio
 
TX
 
—

 
350

 
1,249

 
—

 
1,599

 
101

 
6/27/2013
 
1995
Jack in the Box
 
Spring
 
TX
 
—

 
570

 
1,340

 
—

 
1,910

 
108

 
6/27/2013
 
1995
Jack in the Box
 
Spring
 
TX
 
—

 
450

 
1,487

 
—

 
1,937

 
120

 
6/27/2013
 
1995
Jack in the Box
 
Texas City
 
TX
 
—

 
454

 
844

 
—

 
1,298

 
72

 
6/27/2013
 
1991
Jack in the Box
 
Tyler
 
TX
 
—

 
450

 
1,025

 
—

 
1,475

 
83

 
6/27/2013
 
1995
Jack in the Box
 
Weatherford
 
TX
 
—

 
480

 
1,329

 
—

 
1,809

 
107

 
6/27/2013
 
1995
Jack in the Box
 
Enumclaw
 
WA
 
—

 
380

 
1,238

 
—

 
1,618

 
100

 
6/27/2013
 
1995
Jiffy Lube
 
Houston
 
TX
 
—

 
423

 
1,037

 
—

 
1,460

 
28

 
6/9/2014
 
2008
Jo-Ann's
 
Shakopee
 
MN
 
—

 
994

 
1,807

 
—

 
2,801

 
79

 
2/7/2014
 
2012
Joe's Crab Shack
 
Lilburn
 
GA
 
—

 
800

 
1,917

 
—

 
2,717

 
160

 
6/27/2013
 
1995
Joe's Crab Shack
 
Houston
 
TX
 
—

 
900

 
1,749

 
—

 
2,649

 
146

 
6/27/2013
 
1995
John Deere
 
Davenport
 
IA
 
—

 
1,161

 
22,052

 
—

 
23,213

 
3,531

 
5/31/2012
 
2003
Johnny Carinos
 
Rogers
 
AR
 
—

 
997

 
2,540

 
—

 
3,537

 
225

 
6/27/2013
 
2001
Johnny Carinos
 
Columbus
 
IN
 
—

 
809

 
1,888

 
—

 
2,697

 
154

 
8/30/2013
 
2004
Johnny Carinos
 
Muncie
 
IN
 
—

 
540

 
2,160

 
—

 
2,700

 
177

 
8/30/2013
 
2003
Johnny Carinos
 
Amarillo
 
TX
 
—

 
993

 
2,317

 
—

 
3,310

 
201

 
7/31/2013
 
2001
Johnny Carinos
 
Grand Prairie
 
TX
 
—

 
997

 
2,327

 
—

 
3,324

 
202

 
7/31/2013
 
2001
Johnny Carinos
 
Houston
 
TX
 
—

 
1,328

 
2,656

 
—

 
3,984

 
235

 
6/27/2013
 
2002
Johnny Carinos
 
Midland
 
TX
 
—

 
998

 
2,329

 
—

 
3,327

 
202

 
7/31/2013
 
2000
Johnny Carinos
 
San Angelo
 
TX
 
—

 
769

 
2,306

 
—

 
3,075

 
200

 
7/31/2013
 
2005
Johnson Controls
 
Pinellas Park
 
FL
 
16,200

 
4,538

 
23,842

 
—

 
28,380

 
1,636

 
11/5/2013
 
2001
Kaiser Permanente
 
Cupertino
 
CA
 
—

 
14,236

 
42,708

 
—

 
56,944

 
4,157

 
2/20/2013
 
1969
Katun Corp.
 
Davenport
 
IA
 
—

 
454

 
7,485

 
—

 
7,939

 
200

 
5/6/2014
 
1993
Kentucky Fried Chicken
 
Bloomington
 
IL
 
—

 
576

 
1,466

 
—

 
2,042

 
125

 
6/27/2013
 
2004
Kentucky Fried Chicken
 
Charleston
 
IL
 
—

 
282

 
1,514

 
—

 
1,796

 
129

 
6/27/2013
 
2003
Kentucky Fried Chicken
 
Decatur
 
IL
 
—

 
276

 
1,619

 
—

 
1,895

 
138

 
6/27/2013
 
2001

F-176
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Kentucky Fried Chicken
 
Mattoon
 
IL
 
—

 
113

 
1,019

 
—

 
1,132

 
78

 
7/31/2013
 
1973
Kentucky Fried Chicken
 
Rockford
 
IL
 
—

 
201

 
1,142

 
—

 
1,343

 
88

 
7/31/2013
 
1995
Kentucky Fried Chicken
 
Springfield
 
IL
 
—

 
267

 
1,068

 
—

 
1,335

 
82

 
7/31/2013
 
1987
Kentucky Fried Chicken
 
Springfield
 
IL
 
—

 
212

 
1,203

 
—

 
1,415

 
93

 
7/31/2013
 
1987
Kentucky Fried Chicken
 
Crawfordsville
 
IN
 
—

 
159

 
1,068

 
—

 
1,227

 
91

 
6/27/2013
 
1979
Kentucky Fried Chicken
 
Franklin
 
IN
 
—

 
205

 
1,375

 
—

 
1,580

 
118

 
6/27/2013
 
1976
Kentucky Fried Chicken
 
Greenwood
 
IN
 
—

 
339

 
1,405

 
—

 
1,744

 
120

 
6/27/2013
 
1976
Kentucky Fried Chicken
 
Burnsville
 
MN
 
—

 
267

 
267

 
—

 
534

 
21

 
7/31/2013
 
1988
Kentucky Fried Chicken
 
Deming
 
NM
 
—

 
220

 
691

 
—

 
911

 
56

 
6/27/2013
 
1995
Kentucky Fried Chicken
 
Las Cruces
 
NM
 
—

 
270

 
498

 
—

 
768

 
40

 
6/27/2013
 
1995
Kentucky Fried Chicken
 
Warren
 
OH
 
—

 
426

 
640

 
—

 
1,066

 
49

 
7/31/2013
 
1987
Kentucky Fried Chicken
 
New Kensington
 
PA
 
—

 
324

 
487

 
—

 
811

 
37

 
7/31/2013
 
1967
Kentucky Fried Chicken
 
Greenville
 
TX
 
—

 
119

 
585

 
—

 
704

 
50

 
6/27/2013
 
1988
Kentucky Fried Chicken
 
Appleton
 
WI
 
—

 
350

 
874

 
—

 
1,224

 
71

 
6/27/2013
 
1995
Kentucky Fried Chicken / A&W
 
Granite City
 
IL
 
—

 
102

 
1,083

 
—

 
1,185

 
93

 
6/27/2013
 
1987
Kentucky Fried Chicken / A&W
 
Allison Park
 
PA
 
—

 
246

 
683

 
—

 
929

 
58

 
6/27/2013
 
1978
Kentucky Fried Chicken / A&W
 
Germantown
 
WI
 
—

 
368

 
913

 
—

 
1,281

 
78

 
6/27/2013
 
1989
Kentucky Fried Chicken / A&W
 
Green Bay
 
WI
 
—

 
208

 
1,022

 
—

 
1,230

 
87

 
6/27/2013
 
1986
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
396

 
773

 
—

 
1,169

 
66

 
6/27/2013
 
1991
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
281

 
795

 
—

 
1,076

 
68

 
6/27/2013
 
1992
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
89

 
750

 
—

 
839

 
64

 
6/27/2013
 
1989
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
197

 
975

 
—

 
1,172

 
83

 
6/27/2013
 
1991
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
138

 
924

 
—

 
1,062

 
79

 
6/27/2013
 
1992
Kentucky Fried Chicken / A&W
 
South Milwaukee
 
WI
 
—

 
197

 
695

 
—

 
892

 
59

 
6/27/2013
 
1993
Kentucky Fried Chicken / A&W
 
Wauwatosa
 
WI
 
—

 
135

 
615

 
—

 
750

 
53

 
6/27/2013
 
1992
Kentucky Fried Chicken / A&W
 
West Bend
 
WI
 
—

 
185

 
705

 
—

 
890

 
60

 
6/27/2013
 
1972
Ker's WingHouse Bar and Grill
 
Brandon
 
FL
 
—

 
340

 
654

 
—

 
994

 
55

 
6/27/2013
 
1995
Ker's WingHouse Bar and Grill
 
Clearwater
 
FL
 
—

 
550

 
627

 
—

 
1,177

 
52

 
6/27/2013
 
1995

F-177
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Kettle Restaurant
 
College Station
 
TX
 
—

 
225

 
249

 
—

 
474

 
22

 
6/27/2013
 
1981
Kettle Restaurant
 
San Antonio
 
TX
 
—

 
168

 
206

 
—

 
374

 
16

 
7/31/2013
 
1965
Key Bank
 
Spencerport
 
NY
 
—

 
59

 
1,112

 
—

 
1,171

 
92

 
6/5/2013
 
1960
Key Bank
 
Berea
 
OH
 
—

 
234

 
1,326

 
—

 
1,560

 
86

 
10/1/2013
 
1958
Kirklands
 
Wilmington
 
NC
 
—

 
1,127

 
1,061

 
—

 
2,188

 
50

 
2/7/2014
 
2004
Kohl's
 
Monrovia
 
CA
 
8,700

 
8,052

 
7,891

 
—

 
15,943

 
348

 
2/7/2014
 
1982
Kohl's
 
Tavares
 
FL
 
4,670

 
4,173

 
—

 
—

 
4,173

 
—

 
2/7/2014
 
2008
Kohl's
 
Fort Dodge
 
IA
 
—

 
1,431

 
3,109

 
—

 
4,540

 
137

 
2/7/2014
 
2011
Kohl's
 
Salina
 
KS
 
—

 
964

 
5,009

 
—

 
5,973

 
198

 
2/7/2014
 
2009
Kohl's
 
Howell
 
MI
 
7,705

 
547

 
10,399

 
—

 
10,946

 
1,309

 
3/28/2013
 
2003
Kohl's
 
Saginaw
 
MI
 
—

 
1,110

 
6,932

 
—

 
8,042

 
272

 
2/7/2014
 
2011
Kohl's
 
Columbia
 
SC
 
—

 
1,532

 
14,561

 
—

 
16,093

 
545

 
2/7/2014
 
2007
Kohl's
 
Spartanburg
 
SC
 
—

 
2,984

 
5,842

 
—

 
8,826

 
246

 
2/7/2014
 
2006
Kohl's
 
Brownsville
 
TX
 
—

 
2,756

 
3,423

 
—

 
6,179

 
152

 
2/7/2014
 
2007
Kohl's
 
McAllen
 
TX
 
3,591

 
1,286

 
7,321

 
—

 
8,607

 
298

 
2/7/2014
 
2005
Kohl's
 
Onalaska
 
WI
 
3,550

 
1,903

 
6,971

 
—

 
8,874

 
279

 
2/7/2014
 
1992
Kohl's
 
Rice Lake
 
WI
 
—

 
1,268

 
7,788

 
—

 
9,056

 
308

 
2/7/2014
 
2011
Kroger
 
Calhoun
 
GA
 
—

 
—

 
6,279

 
—

 
6,279

 
353

 
11/5/2013
 
1996
Kroger
 
Lithonia
 
GA
 
—

 
—

 
6,250

 
—

 
6,250

 
351

 
11/5/2013
 
1995
Kroger
 
Suwanee
 
GA
 
—

 
—

 
7,574

 
—

 
7,574

 
425

 
11/5/2013
 
1995
Kroger
 
Suwanee
 
GA
 
—

 
—

 
7,691

 
—

 
7,691

 
432

 
11/5/2013
 
1993
Kroger
 
Frankfort
 
KY
 
—

 
—

 
5,794

 
—

 
5,794

 
325

 
11/5/2013
 
1995
Kroger
 
Georgetown
 
KY
 
—

 
—

 
6,742

 
—

 
6,742

 
379

 
11/5/2013
 
1995
Kroger
 
Madisonville
 
KY
 
—

 
—

 
5,715

 
—

 
5,715

 
321

 
11/5/2013
 
1996
Kroger
 
Murray
 
KY
 
—

 
—

 
6,165

 
—

 
6,165

 
346

 
11/5/2013
 
1995
Kroger
 
Owensboro
 
KY
 
—

 
—

 
6,073

 
—

 
6,073

 
341

 
11/5/2013
 
1996
Kroger
 
Franklin
 
TN
 
—

 
—

 
7,782

 
—

 
7,782

 
437

 
11/5/2013
 
1996
Kroger
 
Knoxville
 
TN
 
—

 
—

 
7,642

 
—

 
7,642

 
429

 
11/5/2013
 
1996


F-178
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Krystal
 
Greenville
 
AL
 
—

 
195

 
1,147

 
—

 
1,342

 
93

 
6/27/2013
 
1995
Krystal
 
Huntsville
 
AL
 
—

 
348

 
811

 
—

 
1,159

 
98

 
4/23/2013
 
1960
Krystal
 
Huntsville
 
AL
 
—

 
352

 
654

 
—

 
1,006

 
79

 
4/23/2013
 
1971
Krystal
 
Huntsville
 
AL
 
—

 
305

 
712

 
—

 
1,017

 
77

 
6/10/2013
 
1985
Krystal
 
Montgomery
 
AL
 
—

 
259

 
1,036

 
—

 
1,295

 
167

 
9/21/2012
 
1964
Krystal
 
Montgomery
 
AL
 
—

 
560

 
829

 
—

 
1,389

 
67

 
6/27/2013
 
1995
Krystal
 
Montgomery
 
AL
 
—

 
303

 
562

 
—

 
865

 
68

 
4/23/2013
 
1962
Krystal
 
Montgomery
 
AL
 
—

 
502

 
613

 
—

 
1,115

 
74

 
4/23/2013
 
1962
Krystal
 
Phenix City
 
AL
 
—

 
366

 
1,465

 
—

 
1,831

 
236

 
9/21/2012
 
1980
Krystal
 
Scottsboro
 
AL
 
—

 
20

 
1,157

 
—

 
1,177

 
94

 
6/27/2013
 
1995
Krystal
 
Tuscaloosa
 
AL
 
—

 
206

 
1,165

 
—

 
1,371

 
188

 
9/21/2012
 
1976
Krystal
 
Valley
 
AL
 
—

 
297

 
694

 
—

 
991

 
83

 
4/23/2013
 
1979
Krystal
 
Vestavia Hills
 
AL
 
—

 
342

 
513

 
—

 
855

 
62

 
4/23/2013
 
1995
Krystal
 
Jacksonville
 
FL
 
—

 
574

 
574

 
—

 
1,148

 
93

 
9/21/2012
 
1990
Krystal
 
Orlando
 
FL
 
—

 
372

 
372

 
—

 
744

 
60

 
9/21/2012
 
1994
Krystal
 
Orlando
 
FL
 
—

 
669

 
446

 
—

 
1,115

 
72

 
9/21/2012
 
1995
Krystal
 
Plant City
 
FL
 
—

 
355

 
533

 
—

 
888

 
86

 
9/21/2012
 
2012
Krystal
 
St. Augustine
 
FL
 
—

 
411

 
411

 
—

 
822

 
66

 
9/21/2012
 
2012
Krystal
 
Albany
 
GA
 
—

 
309

 
721

 
—

 
1,030

 
116

 
9/21/2012
 
1962
Krystal
 
Atlanta
 
GA
 
—

 
166

 
664

 
—

 
830

 
107

 
9/21/2012
 
1973
Krystal
 
Augusta
 
GA
 
—

 
365

 
851

 
—

 
1,216

 
137

 
9/21/2012
 
1979
Krystal
 
Columbus
 
GA
 
—

 
622

 
934

 
—

 
1,556

 
151

 
9/21/2012
 
1977
Krystal
 
Decatur
 
GA
 
—

 
94

 
533

 
—

 
627

 
86

 
9/21/2012
 
1965
Krystal
 
East Point
 
GA
 
—

 
221

 
664

 
—

 
885

 
103

 
10/26/2012
 
1984
Krystal
 
Macon
 
GA
 
—

 
325

 
759

 
—

 
1,084

 
123

 
9/21/2012
 
1962
Krystal
 
Milledgeville
 
GA
 
—

 
261

 
609

 
—

 
870

 
98

 
9/21/2012
 
2011
Krystal
 
Snellville
 
GA
 
—

 
466

 
466

 
—

 
932

 
75

 
9/21/2012
 
1981
Krystal
 
Corinth
 
MS
 
—

 
279

 
652

 
—

 
931

 
78

 
4/23/2013
 
2007

F-179
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Krystal
 
Gulfport
 
MS
 
—

 
215

 
861

 
—

 
1,076

 
139

 
9/21/2012
 
2011
Krystal
 
Jackson
 
MS
 
—

 
285

 
1,140

 
—

 
1,425

 
184

 
9/21/2012
 
1978
Krystal
 
Jackson
 
MS
 
—

 
198

 
1,120

 
—

 
1,318

 
181

 
9/21/2012
 
1983
Krystal
 
Pearl
 
MS
 
—

 
426

 
638

 
—

 
1,064

 
103

 
9/21/2012
 
1976
Krystal
 
Chattanooga
 
TN
 
—

 
336

 
784

 
—

 
1,120

 
126

 
9/21/2012
 
2010
Krystal
 
Chattanooga
 
TN
 
—

 
186

 
328

 
—

 
514

 
11

 
6/27/2013
 
1995
Krystal
 
Chattanooga
 
TN
 
—

 
440

 
659

 
—

 
1,099

 
79

 
4/23/2013
 
1983
Krystal
 
Knoxville
 
TN
 
—

 
369

 
246

 
—

 
615

 
40

 
9/21/2012
 
1970
Krystal
 
Lawrenceburg
 
TN
 
—

 
304

 
709

 
—

 
1,013

 
85

 
4/23/2013
 
1980
Krystal
 
Memphis
 
TN
 
—

 
257

 
1,029

 
—

 
1,286

 
124

 
4/23/2013
 
1975
Krystal
 
Memphis
 
TN
 
—

 
181

 
723

 
—

 
904

 
87

 
4/23/2013
 
1972
Krystal
 
Murfreesboro
 
TN
 
—

 
465

 
698

 
—

 
1,163

 
84

 
4/23/2013
 
2008
Kum & Go
 
Bentonville
 
AR
 
—

 
587

 
1,370

 
—

 
1,957

 
164

 
11/20/2012
 
2009
Kum & Go
 
Lowell
 
AR
 
—

 
774

 
1,437

 
—

 
2,211

 
172

 
11/20/2012
 
2009
Kum & Go
 
Paragould
 
AR
 
—

 
708

 
2,123

 
—

 
2,831

 
273

 
9/28/2012
 
2012
Kum & Go
 
Rogers
 
AR
 
—

 
668

 
1,559

 
—

 
2,227

 
186

 
11/20/2012
 
2008
Kum & Go
 
Sherwood
 
AR
 
—

 
866

 
1,609

 
—

 
2,475

 
207

 
9/28/2012
 
2012
Kum & Go
 
Fountain
 
CO
 
—

 
1,131

 
1,696

 
—

 
2,827

 
194

 
12/24/2012
 
2012
Kum & Go
 
Monument
 
CO
 
—

 
1,192

 
1,457

 
—

 
2,649

 
167

 
12/24/2012
 
2012
Kum & Go
 
Muscatine
 
IA
 
—

 
794

 
1,853

 
—

 
2,647

 
212

 
12/27/2012
 
2012
Kum & Go
 
Ottumwa
 
IA
 
—

 
586

 
1,368

 
—

 
1,954

 
163

 
11/20/2012
 
1998
Kum & Go
 
Sloan
 
IA
 
—

 
447

 
2,162

 
—

 
2,609

 
120

 
2/7/2014
 
2008
Kum & Go
 
Story City
 
IA
 
—

 
223

 
2,089

 
—

 
2,312

 
103

 
2/7/2014
 
2006
Kum & Go
 
Tipton
 
IA
 
—

 
507

 
1,945

 
—

 
2,452

 
113

 
2/7/2014
 
2008
Kum & Go
 
Waukee
 
IA
 
—

 
1,280

 
1,280

 
—

 
2,560

 
129

 
3/28/2013
 
2012
Kum & Go
 
West Branch
 
IA
 
—

 
219

 
1,089

 
—

 
1,308

 
53

 
2/7/2014
 
1997
Kum & Go
 
Joplin
 
MO
 
—

 
218

 
782

 
—

 
1,000

 
51

 
2/11/2014
 
1987
Kum & Go
 
Joplin
 
MO
 
—

 
314

 
1,610

 
—

 
1,924

 
81

 
2/11/2014
 
1984

F-180
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Kum & Go
 
Joplin
 
MO
 
—

 
127

 
300

 
—

 
427

 
20

 
2/11/2014
 
1973
Kum & Go
 
Joplin
 
MO
 
—

 
205

 
594

 
—

 
799

 
39

 
2/11/2014
 
1986
Kum & Go
 
Neosho
 
MO
 
—

 
504

 
1,144

 
—

 
1,648

 
58

 
2/11/2014
 
1997
Kum & Go
 
Tioga
 
ND
 
—

 
318

 
2,863

 
—

 
3,181

 
342

 
11/8/2012
 
2012
Kum & Go
 
Muskogee
 
OK
 
—

 
423

 
1,691

 
—

 
2,114

 
139

 
7/22/2013
 
2013
Kum & Go
 
Muskogee
 
OK
 
—

 
97

 
973

 
—

 
1,070

 
14

 
9/30/2014
 
1999
Kum & Go
 
Cheyenne
 
WY
 
—

 
411

 
2,327

 
—

 
2,738

 
267

 
12/27/2012
 
2012
Kum & Go
 
Gillette
 
WY
 
—

 
878

 
2,048

 
—

 
2,926

 
177

 
6/28/2013
 
2013
L.A. Fitness
 
Avondale
 
AZ
 
—

 
2,253

 
9,040

 
—

 
11,293

 
428

 
2/7/2014
 
2006
L.A. Fitness
 
Glendale
 
AZ
 
3,193

 
2,177

 
7,568

 
—

 
9,745

 
388

 
2/7/2014
 
2005
L.A. Fitness
 
Marana
 
AZ
 
—

 
1,284

 
8,322

 
—

 
9,606

 
410

 
2/7/2014
 
2011
L.A. Fitness
 
Highland
 
CA
 
4,700

 
2,274

 
8,673

 
—

 
10,947

 
454

 
2/7/2014
 
2009
L.A. Fitness
 
Broadview
 
IL
 
—

 
3,345

 
8,763

 
—

 
12,108

 
420

 
2/7/2014
 
2010
L.A. Fitness
 
Oswego
 
IL
 
—

 
3,163

 
8,749

 
—

 
11,912

 
437

 
2/7/2014
 
2008
L.A. Fitness
 
Carmel
 
IN
 
—

 
1,457

 
9,562

 
—

 
11,019

 
453

 
2/7/2014
 
2008
L.A. Fitness
 
Indianapolis
 
IN
 
—

 
1,279

 
8,970

 
—

 
10,249

 
425

 
2/7/2014
 
2009
L.A. Fitness
 
Oakdale
 
MN
 
4,749

 
2,315

 
8,315

 
—

 
10,630

 
411

 
2/7/2014
 
2009
L.A. Fitness
 
Edmond
 
OK
 
—

 
962

 
6,916

 
—

 
7,878

 
276

 
3/31/2014
 
2014
L.A. Fitness
 
Easton
 
PA
 
—

 
938

 
10,600

 
—

 
11,538

 
505

 
2/7/2014
 
1979
L.A. Fitness
 
Dallas
 
TX
 
4,712

 
2,629

 
10,413

 
—

 
13,042

 
469

 
2/7/2014
 
2008
L.A. Fitness
 
Denton
 
TX
 
3,960

 
1,888

 
9,568

 
—

 
11,456

 
444

 
2/7/2014
 
2009
L.A. Fitness
 
Duncanville
 
TX
 
—

 
1,538

 
10,023

 
—

 
11,561

 
457

 
2/7/2014
 
2007
L.A. Fitness
 
Spring
 
TX
 
—

 
1,970

 
9,290

 
—

 
11,260

 
430

 
2/7/2014
 
2006
Lakeshore Crossing
 
Gainesville
 
GA
 
4,400

 
2,789

 
6,845

 
—

 
9,634

 
305

 
2/7/2014
 
1995
Lamons Metal Gasket Co
 
Houston
 
TX
 
6,372

 
1,821

 
7,562

 
—

 
9,383

 
318

 
2/21/2014
 
1999
Large Private Company
 
Columbia
 
SC
 
—

 
1,875

 
19,591

 
—

 
21,466

 
947

 
11/5/2013
 
2014
Leeann Chin
 
Blaine
 
MN
 
—

 
480

 
528

 
—

 
1,008

 
43

 
6/27/2013
 
1995
Leeann Chin
 
Chanhassen
 
MN
 
—

 
450

 
763

 
—

 
1,213

 
62

 
6/27/2013
 
1995

F-181
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Leeann Chin
 
Golden Valley
 
MN
 
—

 
270

 
776

 
—

 
1,046

 
63

 
6/27/2013
 
1995
Lee's Famous Recipe Chicken
 
Florissant
 
MO
 
—

 
306

 
560

 
—

 
866

 
48

 
6/27/2013
 
1984
Lee's Famous Recipe Chicken
 
St. Ann
 
MO
 
—

 
187

 
571

 
—

 
758

 
49

 
6/27/2013
 
1984
Lee's Famous Recipe Chicken
 
St. Louis
 
MO
 
—

 
107

 
874

 
—

 
981

 
75

 
6/27/2013
 
1984
Logan's Roadhouse
 
Huntsville
 
AL
 
—

 
520

 
4,797

 
—

 
5,317

 
401

 
6/27/2013
 
1995
Logan's Roadhouse
 
Fayetteville
 
AR
 
—

 
1,570

 
2,182

 
—

 
3,752

 
182

 
6/27/2013
 
1995
Logan's Roadhouse
 
Hattiesburg
 
MS
 
—

 
890

 
4,012

 
—

 
4,902

 
335

 
6/27/2013
 
1995
Logan's Roadhouse
 
Owasso
 
OK
 
—

 
1,449

 
2,173

 
—

 
3,622

 
189

 
7/31/2013
 
2006
Logan's Roadhouse
 
Clarksville
 
TN
 
—

 
1,010

 
4,424

 
—

 
5,434

 
370

 
6/27/2013
 
1995
Logan's Roadhouse
 
Cleveland
 
TN
 
—

 
890

 
3,902

 
—

 
4,792

 
326

 
6/27/2013
 
1995
Logan's Roadhouse
 
Mt. Juliet
 
TN
 
—

 
1,366

 
2,538

 
—

 
3,904

 
220

 
7/31/2013
 
2006
Logan's Roadhouse
 
El Paso
 
TX
 
—

 
320

 
4,731

 
—

 
5,051

 
396

 
6/27/2013
 
1995
Long John Silver's / A&W
 
Merced
 
CA
 
—

 
174

 
695

 
—

 
869

 
53

 
7/31/2013
 
1982
Long John Silver's / A&W
 
Collinsville
 
IL
 
—

 
220

 
940

 
—

 
1,160

 
80

 
6/27/2013
 
2006
Long John Silver's / A&W
 
Fairview Heights
 
IL
 
—

 
258

 
525

 
—

 
783

 
45

 
6/27/2013
 
1976
Long John Silver's / A&W
 
Jacksonville
 
IL
 
—

 
171

 
431

 
—

 
602

 
37

 
6/27/2013
 
1978
Long John Silver's / A&W
 
Litchfield
 
IL
 
—

 
194

 
996

 
—

 
1,190

 
85

 
6/27/2013
 
1986
Long John Silver's / A&W
 
Marion
 
IL
 
—

 
305

 
1,059

 
—

 
1,364

 
91

 
6/27/2013
 
1983
Long John Silver's / A&W
 
Mount Carmel
 
IL
 
—

 
105

 
484

 
—

 
589

 
41

 
6/27/2013
 
1977
Long John Silver's / A&W
 
Vandalia
 
IL
 
—

 
101

 
484

 
—

 
585

 
41

 
6/27/2013
 
1976
Long John Silver's / A&W
 
West Frankfort
 
IL
 
—

 
244

 
996

 
—

 
1,240

 
85

 
6/27/2013
 
1977
Long John Silver's / A&W
 
Wood River
 
IL
 
—

 
251

 
314

 
—

 
565

 
27

 
6/27/2013
 
1975
Long John Silver's / A&W
 
Garden City
 
KS
 
—

 
120

 
530

 
—

 
650

 
45

 
6/27/2013
 
1978
Long John Silver's / A&W
 
Hays
 
KS
 
—

 
160

 
624

 
—

 
784

 
53

 
6/27/2013
 
1994
Long John Silver's / A&W
 
Kansas City
 
MO
 
—

 
389

 
722

 
—

 
1,111

 
56

 
7/31/2013
 
1995
Long John Silver's / A&W
 
Neosho
 
MO
 
—

 
93

 
261

 
—

 
354

 
6

 
7/31/2013
 
1994
Long John Silver's / A&W
 
Asheville
 
NC
 
—

 
586

 
693

 
—

 
1,279

 
59

 
6/27/2013
 
1992
Long John Silver's / A&W
 
Alamogordo
 
NM
 
—

 
160

 
574

 
—

 
734

 
46

 
6/27/2013
 
1995

F-182
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Long John Silver's / A&W
 
Albuquerque
 
NM
 
—

 
227

 
680

 
—

 
907

 
52

 
7/31/2013
 
1975
Long John Silver's / A&W
 
Clovis
 
NM
 
—

 
210

 
705

 
—

 
915

 
4

 
6/27/2013
 
1995
Long John Silver's / A&W
 
Las Cruces
 
NM
 
—

 
242

 
565

 
—

 
807

 
44

 
7/31/2013
 
1975
Long John Silver's / A&W
 
Englewood
 
OH
 
—

 
547

 
—

 
—

 
547

 
—

 
6/27/2013
 
1974
Long John Silver's / A&W
 
Fairborn
 
OH
 
—

 
103

 
300

 
—

 
403

 
26

 
6/27/2013
 
1976
Long John Silver's / A&W
 
Marion
 
OH
 
—

 
182

 
389

 
—

 
571

 
9

 
6/27/2013
 
1994
Long John Silver's / A&W
 
Johnstown
 
PA
 
—

 
389

 
906

 
—

 
1,295

 
62

 
7/31/2013
 
1995
Long John Silver's / A&W
 
Penn Hills
 
PA
 
—

 
438

 
656

 
—

 
1,094

 
51

 
7/31/2013
 
1993
Long John Silver's / A&W
 
Jackson
 
TN
 
—

 
264

 
323

 
—

 
587

 
25

 
7/31/2013
 
1995
Long John Silver's / A&W
 
Arlington
 
TX
 
—

 
365

 
537

 
—

 
902

 
46

 
6/27/2013
 
1993
Long John Silver's / A&W
 
Austin
 
TX
 
—

 
459

 
477

 
—

 
936

 
41

 
6/27/2013
 
1993
Long John Silver's / A&W
 
Cleburne
 
TX
 
—

 
205

 
380

 
—

 
585

 
29

 
7/31/2013
 
1986
Long John Silver's / A&W
 
Irving
 
TX
 
—

 
522

 
512

 
—

 
1,034

 
6

 
6/27/2013
 
1995
Long John Silver's / KFC
 
Green Bay
 
WI
 
—

 
748

 
563

 
—

 
1,311

 
48

 
6/27/2013
 
1978
Long John Silver's / Taco Bell
 
Ashtabula
 
OH
 
—

 
440

 
1,640

 
—

 
2,080

 
133

 
6/27/2013
 
1995
Longhorn Steakhouse
 
Tampa
 
FL
 
—

 
370

 
1,852

 
—

 
2,222

 
155

 
6/27/2013
 
1995
Los Tios Mexican Restaurant
 
Dalton
 
OH
 
—

 
18

 
30

 
—

 
48

 
3

 
6/27/2013
 
1990
Lowe's
 
Jonesboro
 
AR
 
5,699

 
2,101

 
8,405

 
—

 
10,506

 
253

 
5/19/2014
 
1994
Lowe's
 
Denver
 
CO
 
—

 
11,953

 
—

 
—

 
11,953

 
—

 
2/7/2014
 
2009
Lowe's
 
Burlington
 
IA
 
—

 
2,775

 
8,191

 
—

 
10,966

 
324

 
2/7/2014
 
1996
Lowe's
 
Florence
 
KY
 
—

 
4,814

 
10,189

 
—

 
15,003

 
424

 
2/7/2014
 
1997
Lowe's
 
New Orleans
 
LA
 
15,051

 
10,315

 
20,728

 
—

 
31,043

 
1,164

 
11/5/2013
 
2005
Lowe's
 
Sanford
 
ME
 
4,672

 
4,045

 
—

 
—

 
4,045

 
—

 
2/7/2014
 
2009
Lowe's
 
Windham
 
ME
 
7,930

 
12,640

 
—

 
—

 
12,640

 
—

 
6/3/2013
 
2006
Lowe's
 
Benton Harbor
 
MI
 
—

 
1,011

 
7,851

 
—

 
8,862

 
310

 
3/17/2014
 
1994
Lowe's
 
Kansas City
 
MO
 
—

 
3,729

 
—

 
—

 
3,729

 
—

 
2/7/2014
 
2009
Lowe's
 
Ticonderoga
 
NY
 
4,345

 
1,812

 
—

 
—

 
1,812

 
—

 
2/7/2014
 
2009
Lowe's
 
West Carrollton
 
OH
 
6,375

 
2,864

 
9,883

 
—

 
12,747

 
387

 
2/7/2014
 
1994
Lowe's
 
Columbia
 
SC
 
—

 
5,485

 
—

 
—

 
5,485

 
—

 
2/7/2014
 
1994

F-183
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Lowe's
 
Texas City
 
TX
 
6,566

 
2,313

 
9,253

 
—

 
11,566

 
392

 
5/19/2014
 
1995
Lube Stop
 
Akron
 
OH
 
—

 
79

 
287

 
—

 
366

 
5

 
9/2/2014
 
1988
Lube Stop
 
Akron
 
OH
 
—

 
135

 
761

 
—

 
896

 
13

 
9/2/2014
 
1995
Lube Stop
 
Akron
 
OH
 
—

 
205

 
1,043

 
—

 
1,248

 
17

 
9/2/2014
 
1992
Lube Stop
 
Bedford Heights
 
OH
 
—

 
156

 
529

 
—

 
685

 
10

 
9/2/2014
 
1986
Lube Stop
 
Cleveland
 
OH
 
—

 
127

 
559

 
—

 
686

 
9

 
9/2/2014
 
1988
Lube Stop
 
Fairview Park
 
OH
 
—

 
205

 
179

 
—

 
384

 
6

 
9/2/2014
 
1988
Lube Stop
 
Lakewood
 
OH
 
—

 
205

 
765

 
—

 
970

 
13

 
9/2/2014
 
1993
Lube Stop
 
Mayfield Heights
 
OH
 
—

 
201

 
430

 
—

 
631

 
8

 
9/2/2014
 
1988
Lube Stop
 
Medina
 
OH
 
—

 
135

 
414

 
—

 
549

 
8

 
9/2/2014
 
1995
Lube Stop
 
N. Barberton
 
OH
 
—

 
140

 
502

 
—

 
642

 
8

 
9/2/2014
 
1998
Lube Stop
 
Painesville
 
OH
 
—

 
276

 
208

 
—

 
484

 
6

 
9/2/2014
 
1988
Lube Stop
 
Parma
 
OH
 
—

 
124

 
390

 
—

 
514

 
6

 
7/31/2014
 
1986
Lube Stop
 
Parma
 
OH
 
—

 
306

 
502

 
—

 
808

 
10

 
9/2/2014
 
1986
Lube Stop
 
Seven Hills
 
OH
 
—

 
182

 
201

 
—

 
383

 
5

 
9/2/2014
 
1987
Lube Stop
 
Solon
 
OH
 
—

 
233

 
487

 
—

 
720

 
9

 
9/2/2014
 
1992
Lube Stop
 
South Euclid
 
OH
 
—

 
109

 
561

 
—

 
670

 
8

 
9/2/2014
 
1986
Lube Stop
 
Stow
 
OH
 
—

 
230

 
132

 
—

 
362

 
4

 
9/2/2014
 
1988
Lube Stop
 
Westlake
 
OH
 
—

 
85

 
525

 
—

 
610

 
7

 
9/2/2014
 
1999
Lube Stop
 
Willoughby
 
OH
 
—

 
168

 
425

 
—

 
593

 
7

 
9/2/2014
 
1986
Lumber Liquidators
 
Saginaw
 
MI
 
—

 
287

 
502

 
—

 
789

 
17

 
5/28/2014
 
2000


F-184
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Macaroni Grill
 
Flanders
 
NJ
 
915

 
1,468

 
883

 
—

 
2,351

 
40

 
2/7/2014
 
2003
Macaroni Grill
 
W. Windsor
 
NJ
 
1,043

 
1,307

 
1,498

 
—

 
2,805

 
64

 
2/7/2014
 
1998
Mattress Firm
 
Daphne
 
AL
 
—

 
528

 
1,233

 
—

 
1,761

 
84

 
10/1/2013
 
2013
Mattress Firm
 
Dothan
 
AL
 
—

 
406

 
1,217

 
—

 
1,623

 
111

 
5/14/2013
 
2013
Mattress Firm
 
Rogers
 
AR
 
—

 
321

 
1,284

 
—

 
1,605

 
135

 
2/6/2013
 
2012
Mattress Firm
 
Destin
 
FL
 
—

 
693

 
1,287

 
—

 
1,980

 
111

 
6/5/2013
 
2013
Mattress Firm
 
Melbourne
 
FL
 
—

 
405

 
1,237

 
—

 
1,642

 
58

 
2/7/2014
 
2011
Mattress Firm
 
Tallahassee
 
FL
 
—

 
924

 
1,386

 
—

 
2,310

 
127

 
5/14/2013
 
2013
Mattress Firm
 
Boise
 
ID
 
—

 
335

 
1,339

 
—

 
1,674

 
141

 
2/22/2013
 
2013
Mattress Firm
 
Garden City
 
ID
 
—

 
492

 
1,305

 
—

 
1,797

 
58

 
2/26/2014
 
2003
Mattress Firm
 
Fairview Heights
 
IL
 
—

 
231

 
958

 
—

 
1,189

 
50

 
2/7/2014
 
1977
Mattress Firm
 
Columbus
 
IN
 
—

 
157

 
891

 
—

 
1,048

 
106

 
11/6/2012
 
1964
Mattress Firm
 
Evansville
 
IN
 
—

 
117

 
2,227

 
—

 
2,344

 
235

 
2/11/2013
 
1995
Mattress Firm
 
Goshen
 
IN
 
—

 
211

 
1,555

 
—

 
1,766

 
63

 
3/20/2014
 
2013
Mattress Firm
 
Mishawaka
 
IN
 
—

 
375

 
1,500

 
—

 
1,875

 
123

 
7/30/2013
 
2013
Mattress Firm
 
South Bend
 
IN
 
—

 
289

 
2,445

 
—

 
2,734

 
110

 
2/24/2014
 
2013
Mattress Firm
 
Bowling Green
 
KY
 
—

 
648

 
973

 
—

 
1,621

 
93

 
4/25/2013
 
2012
Mattress Firm
 
Lafayette
 
LA
 
1,194

 
—

 
1,251

 
—

 
1,251

 
114

 
5/2/2013
 
1995
Mattress Firm
 
Flint
 
MI
 
—

 
467

 
1,323

 
—

 
1,790

 
23

 
8/19/2014
 
2014
Mattress Firm
 
Flint
 
MI
 
—

 
409

 
1,164

 
—

 
1,573

 
12

 
10/3/2014
 
2014
Mattress Firm
 
Goldsboro
 
NC
 
—

 
349

 
1,385

 
—

 
1,734

 
37

 
5/29/2014
 
2014
Mattress Firm
 
Greenville
 
NC
 
—

 
1,085

 
1,085

 
—

 
2,170

 
124

 
12/12/2012
 
2012
Mattress Firm
 
Raleigh
 
NC
 
—

 
1,091

 
1,091

 
—

 
2,182

 
140

 
9/28/2012
 
1997
Mattress Firm
 
Wilmington
 
NC
 
—

 
412

 
1,257

 
—

 
1,669

 
127

 
3/29/2013
 
2013
Mattress Firm
 
Wilson
 
NC
 
—

 
373

 
692

 
—

 
1,065

 
89

 
9/28/2012
 
2012
Mattress Firm
 
Painesville
 
OH
 
—

 
437

 
1,318

 
—

 
1,755

 
29

 
7/10/2014
 
2014
Mattress Firm
 
Florence
 
SC
 
—

 
398

 
929

 
—

 
1,327

 
107

 
12/7/2012
 
2012
Mattress Firm
 
Rock Hill
 
SC
 
—

 
385

 
898

 
—

 
1,283

 
69

 
8/21/2013
 
2008
Mattress Firm
 
Knoxville
 
TN
 
—

 
586

 
1,088

 
—

 
1,674

 
109

 
3/19/2013
 
2012

F-185
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Mattress Firm
 
Nederland
 
TX
 
—

 
311

 
1,245

 
—

 
1,556

 
160

 
9/26/2012
 
1997
Mattress Firm
 
Bountiful
 
UT
 
—

 
736

 
1,367

 
—

 
2,103

 
157

 
12/31/2012
 
2012
Mattress Firm
 
Spokane
 
WA
 
—

 
409

 
1,685

 
—

 
2,094

 
164

 
4/4/2013
 
2013
Mattress Firm
 
Spokane
 
WA
 
—

 
511

 
1,582

 
—

 
2,093

 
162

 
3/28/2013
 
2013
McAlisters
 
Murfreesboro
 
TN
 
—

 
310

 
720

 
—

 
1,030

 
60

 
6/27/2013
 
1995
McAlisters
 
Sherman
 
TX
 
—

 
563

 
1,223

 
—

 
1,786

 
44

 
5/16/2014
 
2013
McAlisters
 
Waco
 
TX
 
—

 
429

 
791

 
—

 
1,220

 
39

 
3/27/2014
 
2000
McDonald's
 
Scotland Neck
 
NC
 
—

 
320

 
—

 
—

 
320

 
—

 
6/27/2013
 
2005
MedAssets
 
Plano
 
TX
 
—

 
10,432

 
45,650

 
—

 
56,082

 
1,777

 
2/7/2014
 
2013
Melrose Park Center
 
Melrose Park
 
IL
 
—

 
6,143

 
10,515

 
—

 
16,658

 
460

 
2/7/2014
 
2006
Mercer Well Services
 
Cleburne
 
TX
 
—

 
262

 
369

 
—

 
631

 
10

 
6/25/2014
 
2008
Merrill Lynch
 
Hopewell
 
NJ
 
74,250

 
17,619

 
108,349

 
—

 
125,968

 
4,949

 
2/7/2014
 
2001
Metals USA
 
Horicon
 
WI
 
3,674

 
754

 
6,104

 
—

 
6,858

 
334

 
2/21/2014
 
1996
Metro PCS
 
Richardson
 
TX
 
8,107

 
1,292

 
19,606

 
—

 
20,898

 
1,137

 
11/5/2013
 
1986
Mezcal Mexican Restaurant
 
Grafton
 
OH
 
—

 
64

 
191

 
—

 
255

 
17

 
7/31/2013
 
1990
Michael's
 
Aliso Viejo
 
CA
 
39,332

 
18,724

 
31,970

 
5

 
50,699

 
1,795

 
11/5/2013
 
1995
Michael's
 
Lafayette
 
LA
 
—

 
1,831

 
3,631

 
—

 
5,462

 
188

 
2/7/2014
 
2011
Michelin
 
Louisville
 
KY
 
—

 
1,120

 
7,763

 
—

 
8,883

 
533

 
11/5/2013
 
2011
Millennium Chemicals
 
Glen Burnie
 
MD
 
13,695

 
2,127

 
23,198

 
—

 
25,325

 
962

 
2/21/2014
 
1984
Miraca Life Sciences
 
Irving
 
TX
 
—

 
3,237

 
37,297

 
—

 
40,534

 
1,358

 
4/28/2014
 
1997
Monro Muffler
 
Lewiston
 
ME
 
—

 
279

 
1,115

 
—

 
1,394

 
105

 
5/10/2013
 
1976
Monro Muffler
 
Waukesha
 
WI
 
—

 
228

 
684

 
—

 
912

 
58

 
7/23/2013
 
2002
Monterey's Tex Mex
 
Tulsa
 
OK
 
—

 
135

 
406

 
—

 
541

 
35

 
7/31/2013
 
2001
Mo's Irish Pub Restaurant
 
Wauwatosa
 
WI
 
—

 
550

 
818

 
—

 
1,368

 
68

 
6/27/2013
 
1995
MotoMart
 
St. Charles
 
MO
 
—

 
1,085

 
1,980

 
—

 
3,065

 
107

 
2/7/2014
 
2009
Mrs. Baird's
 
Dallas
 
TX
 
—

 
453

 
4,077

 
—

 
4,530

 
611

 
7/11/2012
 
2002
MS Energy Service
 
Midland
 
TX
 
—

 
1,165

 
948

 
—

 
2,113

 
26

 
6/12/2014
 
2012
My Dentist
 
Chickasha
 
OK
 
—

 
100

 
186

 
—

 
286

 
16

 
6/27/2013
 
1995
N/A - Billboard
 
Memphis
 
TN
 
—

 
33

 
—

 
—

 
33

 
—

 
7/31/2013
 
1995

F-186
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
N/A - Billboard
 
Memphis
 
TN
 
—

 
63

 
—

 
—

 
63

 
—

 
7/31/2013
 
1995
N/A - Billboard
 
Memphis
 
TN
 
—

 
73

 
—

 
—

 
73

 
—

 
7/31/2013
 
1995
N/A - Billboard
 
Memphis
 
TN
 
—

 
90

 
—

 
—

 
90

 
—

 
7/31/2013
 
1995
N/A - License Agreement
 
Winter Springs
 
FL
 
—

 
734

 
—

 
—

 
734

 
—

 
7/31/2013
 
1995
N/A - Parking Lot
 
Kingston
 
PA
 
—

 
29

 
—

 
—

 
29

 
—

 
6/27/2013
 
1995
National Institute of Health
 
Bethesda
 
MD
 
53,798

 
8,536

 
31,879

 
—

 
40,415

 
1,972

 
2/7/2014
 
1989
National Tire & Battery
 
St. Louis
 
MO
 
—

 
756

 
924

 
—

 
1,680

 
118

 
10/31/2012
 
1998
National Tire & Battery
 
Bellevue
 
TN
 
799

 
603

 
1,373

 
—

 
1,976

 
60

 
2/7/2014
 
1978
Native New Yorker
 
Glendale
 
AZ
 
—

 
254

 
420

 
—

 
674

 
36

 
6/27/2013
 
1998
Natural Grocers
 
Salem
 
OR
 
—

 
1,339

 
3,886

 
—

 
5,225

 
183

 
2/7/2014
 
2013
Nestle Holdings
 
Breinigsville
 
PA
 
—

 
—

 
66,948

 
—

 
66,948

 
4,594

 
11/5/2013
 
1994
NGL Energy Partners LP
 
Omaha
 
NE
 
—

 
—

 
10,225

 
1,169

 
11,394

 
1,709

 
11/5/2013
 
1980
Nomac Drilling
 
Houston
 
TX
 
—

 
369

 
2,669

 
—

 
3,038

 
67

 
6/12/2014
 
2012
Northern Tool & Equipment
 
Ocala
 
FL
 
1,650

 
1,693

 
2,727

 
—

 
4,420

 
128

 
2/7/2014
 
2008
Northrop Grumman
 
El Segundo
 
CA
 
—

 
15,935

 
67,908

 
—

 
83,843

 
1,780

 
6/27/2014
 
1972
NTW
 
Morrow
 
GA
 
—

 
397

 
1,586

 
—

 
1,983

 
234

 
6/5/2012
 
1992
O'Charley's
 
Dalton
 
GA
 
—

 
406

 
1,817

 
—

 
2,223

 
161

 
6/27/2013
 
1993
O'Charley's
 
Tucker
 
GA
 
—

 
1,037

 
866

 
—

 
1,903

 
77

 
6/27/2013
 
1993
Old Country Buffet
 
Mesa
 
AZ
 
—

 
191

 
1,007

 
—

 
1,198

 
62

 
1/8/2014
 
1999
Old Country Buffet
 
Burbank
 
CA
 
—

 
246

 
1,309

 
—

 
1,555

 
76

 
1/8/2014
 
2001
Old Country Buffet
 
Fresno
 
CA
 
—

 
326

 
1,306

 
—

 
1,632

 
77

 
1/8/2014
 
2003
Old Country Buffet
 
Gilroy
 
CA
 
—

 
249

 
986

 
—

 
1,235

 
57

 
1/8/2014
 
2002
Old Country Buffet
 
Lynwood
 
CA
 
—

 
245

 
1,308

 
—

 
1,553

 
76

 
1/8/2014
 
2002
Old Country Buffet
 
Rancho Cucamonga
 
CA
 
—

 
230

 
1,208

 
—

 
1,438

 
75

 
1/8/2014
 
1998
Old Country Buffet
 
San Luis Obispo
 
CA
 
—

 
195

 
1,013

 
—

 
1,208

 
66

 
1/8/2014
 
2000
Old Country Buffet
 
Vacaville
 
CA
 
—

 
195

 
1,044

 
—

 
1,239

 
61

 
1/8/2014
 
2000
Old Country Buffet
 
Littleton
 
CO
 
—

 
196

 
1,014

 
—

 
1,210

 
63

 
1/8/2014
 
1995
Old Country Buffet
 
Davie
 
FL
 
—

 
193

 
1,009

 
—

 
1,202

 
61

 
1/8/2014
 
1989
Old Country Buffet
 
Coon Rapids
 
MN
 
—

 
1,611

 
2,188

 
—

 
3,799

 
115

 
2/7/2014
 
2003

F-187
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Old Country Buffet
 
Dickson City
 
PA
 
—

 
262

 
1,257

 
—

 
1,519

 
80

 
1/8/2014
 
2004
Old Country Buffet
 
Downingtown
 
PA
 
—

 
264

 
1,261

 
—

 
1,525

 
78

 
1/8/2014
 
1997
Old Country Buffet
 
Lancaster
 
PA
 
—

 
225

 
1,202

 
—

 
1,427

 
77

 
1/8/2014
 
1998
Olive Garden
 
Edmonton
 
AB
 
—

 
2,870

 
452

 
—

 
3,322

 
9

 
7/28/2014
 
1990
Olive Garden
 
Edmonton
 
AB
 
—

 
2,946

 
461

 
—

 
3,407

 
9

 
7/28/2014
 
1990
Olive Garden
 
Flagstaff
 
AZ
 
—

 
875

 
455

 
—

 
1,330

 
8

 
7/28/2014
 
1996
Olive Garden
 
Altamonte Springs
 
FL
 
—

 
699

 
4,023

 
—

 
4,722

 
57

 
7/28/2014
 
2006
Olive Garden
 
Leesburg
 
FL
 
—

 
692

 
1,837

 
—

 
2,529

 
25

 
7/28/2014
 
1990
Olive Garden
 
Port Charlotte
 
FL
 
—

 
1,454

 
4,156

 
—

 
5,610

 
51

 
7/28/2014
 
1990
Olive Garden
 
Winnipeg
 
MB
 
—

 
1,640

 
1,444

 
—

 
3,084

 
20

 
7/28/2014
 
1989
Olive Garden
 
Salisbury
 
MD
 
—

 
1,171

 
3,144

 
—

 
4,315

 
40

 
7/28/2014
 
1995
Olive Garden
 
Cary
 
NC
 
—

 
1,545

 
6,603

 
—

 
8,148

 
79

 
7/28/2014
 
1992
Olive Garden
 
Oklahoma City
 
OK
 
—

 
819

 
4,053

 
—

 
4,872

 
50

 
7/28/2014
 
1991
Olive Garden
 
Langhorne
 
PA
 
—

 
970

 
3,717

 
—

 
4,687

 
46

 
7/28/2014
 
1996
Olive Garden
 
Pittsburgh
 
PA
 
—

 
1,560

 
1,422

 
—

 
2,982

 
24

 
7/28/2014
 
2003
Olive Garden
 
Houston
 
TX
 
—

 
973

 
2,902

 
—

 
3,875

 
37

 
7/28/2014
 
1994
Olive Garden
 
Chesapeake
 
VA
 
—

 
1,382

 
2,252

 
—

 
3,634

 
30

 
7/28/2014
 
1991
Olive Garden
 
Manassas
 
VA
 
—

 
1,965

 
2,585

 
—

 
4,550

 
33

 
7/28/2014
 
1993
Olive Garden
 
Silverdale
 
WA
 
—

 
1,752

 
2,015

 
—

 
3,767

 
27

 
7/28/2014
 
1993
Olive Garden
 
Morgantown
 
WV
 
—

 
1,765

 
2,199

 
—

 
3,964

 
37

 
7/28/2014
 
2006
Omnipoint Communication
 
Indianapolis
 
IN
 
49,838

 
5,770

 
64,073

 
—

 
69,843

 
5,116

 
5/9/2013
 
2000
On the Border
 
Rogers
 
AR
 
950

 
655

 
1,500

 
—

 
2,155

 
83

 
2/7/2014
 
2002
On the Border
 
Mesa
 
AZ
 
1,804

 
2,090

 
1,534

 
—

 
3,624

 
85

 
2/7/2014
 
1998
On the Border
 
Peoria
 
AZ
 
1,562

 
2,129

 
1,352

 
—

 
3,481

 
69

 
2/7/2014
 
1998
On the Border
 
Alpharetta
 
GA
 
—

 
1,771

 
1,842

 
—

 
3,613

 
102

 
2/7/2014
 
1997
On the Border
 
Buford
 
GA
 
—

 
1,786

 
1,506

 
—

 
3,292

 
84

 
2/7/2014
 
2001
On the Border
 
Naperville
 
IL
 
—

 
2,549

 
1,414

 
—

 
3,963

 
92

 
2/7/2014
 
1997
On the Border
 
West Springfield
 
MA
 
2,000

 
413

 
4,173

 
—

 
4,586

 
218

 
2/7/2014
 
1995
On the Border
 
Auburn Hills
 
MI
 
—

 
1,355

 
2,745

 
—

 
4,100

 
141

 
2/7/2014
 
1999

F-188
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
On the Border
 
Novi
 
MI
 
—

 
444

 
3,176

 
—

 
3,620

 
158

 
2/7/2014
 
1997
On the Border
 
Kansas City
 
MO
 
1,454

 
1,743

 
1,039

 
—

 
2,782

 
71

 
2/7/2014
 
1997
On the Border
 
Lees Summit
 
MO
 
1,200

 
1,647

 
1,008

 
—

 
2,655

 
67

 
2/7/2014
 
2002
On the Border
 
Concord Mills
 
NC
 
—

 
1,903

 
1,456

 
—

 
3,359

 
90

 
2/7/2014
 
2000
On the Border
 
Mount Laurel
 
NJ
 
713

 
1,446

 
1,938

 
—

 
3,384

 
107

 
2/7/2014
 
2004
On the Border
 
W. Windsor
 
NJ
 
2,432

 
1,489

 
1,703

 
—

 
3,192

 
124

 
2/7/2014
 
1998
On the Border
 
Columbus
 
OH
 
1,925

 
1,594

 
1,558

 
—

 
3,152

 
100

 
2/7/2014
 
1997
On the Border
 
Oklahoma City
 
OK
 
—

 
859

 
2,310

 
—

 
3,169

 
129

 
2/7/2014
 
1996
On the Border
 
Tulsa
 
OK
 
—

 
740

 
2,956

 
—

 
3,696

 
161

 
2/7/2014
 
1995
On the Border
 
Burleson
 
TX
 
—

 
891

 
2,844

 
—

 
3,735

 
153

 
2/7/2014
 
2000
On the Border
 
College Station
 
TX
 
—

 
2,218

 
1,471

 
—

 
3,689

 
81

 
2/7/2014
 
1997
On the Border
 
Denton
 
TX
 
—

 
1,419

 
2,012

 
—

 
3,431

 
111

 
2/7/2014
 
2002
On the Border
 
Desoto
 
TX
 
—

 
751

 
3,207

 
—

 
3,958

 
166

 
2/7/2014
 
1998
On the Border
 
Ft. Worth
 
TX
 
—

 
1,222

 
2,991

 
—

 
4,213

 
156

 
2/7/2014
 
1999
On the Border
 
Garland
 
TX
 
—

 
1,065

 
1,692

 
—

 
2,757

 
91

 
2/7/2014
 
2007
On the Border
 
Lubbock
 
TX
 
—

 
375

 
3,679

 
—

 
4,054

 
185

 
2/7/2014
 
1994
On the Border
 
Rockwall
 
TX
 
—

 
693

 
3,244

 
—

 
3,937

 
158

 
2/7/2014
 
1999
On the Border
 
Woodbridge
 
VA
 
—

 
1,799

 
899

 
—

 
2,698

 
100

 
2/7/2014
 
1998
O'Reilly Auto Parts
 
Oneonta
 
AL
 
—

 
81

 
460

 
—

 
541

 
61

 
8/2/2012
 
2000
O'Reilly Auto Parts
 
Louisville
 
KY
 
—

 
573

 
794

 
—

 
1,367

 
38

 
2/7/2014
 
2011
O'Reilly Auto Parts
 
Breaux Bridge
 
LA
 
—

 
139

 
738

 
—

 
877

 
36

 
2/7/2014
 
2009
O'Reilly Auto Parts
 
Central
 
LA
 
—

 
104

 
915

 
—

 
1,019

 
42

 
2/7/2014
 
2010
O'Reilly Auto Parts
 
La Place
 
LA
 
—

 
342

 
819

 
—

 
1,161

 
39

 
2/7/2014
 
2008
O'Reilly Auto Parts
 
New Roads
 
LA
 
—

 
175

 
737

 
—

 
912

 
36

 
2/7/2014
 
2008
O'Reilly Auto Parts
 
Ravenna
 
OH
 
—

 
144

 
1,137

 
—

 
1,281

 
52

 
2/7/2014
 
2010
O'Reilly Auto Parts
 
Willard
 
OH
 
—

 
137

 
877

 
—

 
1,014

 
39

 
2/7/2014
 
2011
O'Reilly Auto Parts
 
Highlands
 
TX
 
485

 
281

 
813

 
—

 
1,094

 
35

 
2/7/2014
 
2010
O'Reilly Auto Parts
 
Houston
 
TX
 
560

 
340

 
895

 
—

 
1,235

 
38

 
2/7/2014
 
2010
O'Reilly Auto Parts
 
San Antonio
 
TX
 
703

 
439

 
1,030

 
—

 
1,469

 
45

 
2/7/2014
 
2010

F-189
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
O'Reilly Auto Parts
 
Christiansburg
 
VA
 
646

 
562

 
793

 
—

 
1,355

 
35

 
2/7/2014
 
2010
O'Reilly Auto Parts
 
Laramie
 
WY
 
—

 
144

 
1,297

 
—

 
1,441

 
161

 
10/12/2012
 
1999
Outback Steakhouse
 
Fort Smith
 
AR
 
—

 
841

 
1,996

 
—

 
2,837

 
111

 
2/7/2014
 
1999
Outback Steakhouse
 
Centennial
 
CO
 
—

 
1,378

 
1,397

 
—

 
2,775

 
79

 
2/7/2014
 
1996
Outback Steakhouse
 
Jacksonville
 
FL
 
—

 
770

 
2,261

 
—

 
3,031

 
112

 
2/7/2014
 
2001
Outback Steakhouse
 
Sebring
 
FL
 
—

 
981

 
1,695

 
—

 
2,676

 
95

 
2/7/2014
 
2001
Outback Steakhouse
 
Fort Wayne
 
IN
 
—

 
733

 
984

 
—

 
1,717

 
92

 
2/7/2014
 
2000
Outback Steakhouse
 
Lexington
 
KY
 
—

 
1,077

 
2,139

 
—

 
3,216

 
115

 
2/7/2014
 
2002
Outback Steakhouse
 
Baton Rouge
 
LA
 
—

 
742

 
1,272

 
—

 
2,014

 
68

 
2/7/2014
 
2001
Outback Steakhouse
 
Southgate
 
MI
 
—

 
787

 
2,742

 
—

 
3,529

 
140

 
2/7/2014
 
1994
Outback Steakhouse
 
Lees Summit
 
MO
 
—

 
901

 
620

 
—

 
1,521

 
38

 
2/7/2014
 
1999
Outback Steakhouse
 
Garner
 
NC
 
—

 
1,088

 
1,817

 
—

 
2,905

 
99

 
2/7/2014
 
2004
Outback Steakhouse
 
Las Cruces
 
NM
 
—

 
536

 
1,549

 
—

 
2,085

 
81

 
2/7/2014
 
2000
Outback Steakhouse
 
Boardman Township
 
OH
 
—

 
575

 
2,742

 
—

 
3,317

 
143

 
2/7/2014
 
1995
Outback Steakhouse
 
Independence
 
OH
 
—

 
901

 
2,268

 
—

 
3,169

 
98

 
2/7/2014
 
2006
Outback Steakhouse
 
Pittsburgh
 
PA
 
—

 
1,370

 
932

 
—

 
2,302

 
74

 
2/7/2014
 
1995
Outback Steakhouse
 
Conroe
 
TX
 
—

 
959

 
2,063

 
—

 
3,022

 
99

 
2/7/2014
 
2001
Outback Steakhouse
 
Houston
 
TX
 
—

 
964

 
2,321

 
—

 
3,285

 
112

 
2/7/2014
 
1998
Outback Steakhouse
 
McAllen
 
TX
 
—

 
835

 
443

 
—

 
1,278

 
24

 
2/7/2014
 
1999
Outback Steakhouse
 
Colonial Heights
 
VA
 
—

 
1,297

 
746

 
—

 
2,043

 
99

 
2/7/2014
 
2000
Outback Steakhouse
 
Newport News
 
VA
 
—

 
600

 
1,356

 
—

 
1,956

 
120

 
2/7/2014
 
1993
Outback Steakhouse
 
Winchester
 
VA
 
—

 
704

 
1,310

 
—

 
2,014

 
128

 
2/7/2014
 
2006
Owens & Minor
 
Cleveland
 
OH
 
—

 
755

 
6,077

 
—

 
6,832

 
96

 
9/30/2014
 
2014
Owens Corning
 
Newark
 
OH
 
—

 
725

 
13,013

 
—

 
13,738

 
518

 
2/7/2014
 
2007
Owens Corning
 
Wichita Falls
 
TX
 
—

 
231

 
847

 
—

 
1,078

 
31

 
6/12/2014
 
1972


F-190
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Pantry Gas & Convenience
 
Montgomery
 
AL
 
—

 
526

 
1,228

 
—

 
1,754

 
141

 
12/31/2012
 
1998
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,332

 
1,332

 
—

 
2,664

 
153

 
12/31/2012
 
2004
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,667

 
417

 
—

 
2,084

 
48

 
12/31/2012
 
1982
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,191

 
1,787

 
—

 
2,978

 
205

 
12/31/2012
 
1987
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,070

 
1,308

 
—

 
2,378

 
150

 
12/31/2012
 
1997
Pantry Gas & Convenience
 
Conover
 
NC
 
—

 
1,144

 
936

 
—

 
2,080

 
107

 
12/31/2012
 
1998
Pantry Gas & Convenience
 
Cornelius
 
NC
 
—

 
1,847

 
2,258

 
—

 
4,105

 
259

 
12/31/2012
 
1999
Pantry Gas & Convenience
 
Lincolnton
 
NC
 
—

 
1,766

 
2,159

 
—

 
3,925

 
248

 
12/31/2012
 
2000
Pantry Gas & Convenience
 
Matthews
 
NC
 
—

 
980

 
1,819

 
—

 
2,799

 
209

 
12/31/2012
 
1987
Pantry Gas & Convenience
 
Thomasville
 
NC
 
—

 
1,175

 
1,436

 
—

 
2,611

 
165

 
12/31/2012
 
2000
Pantry Gas & Convenience
 
Fort Mill
 
SC
 
—

 
1,311

 
1,967

 
—

 
3,278

 
226

 
12/31/2012
 
1988
Pearson Education
 
Lebanon
 
IN
 
24,632

 
4,535

 
25,685

 
—

 
30,220

 
1,492

 
2/21/2014
 
1997
Pearson Education
 
Lawrence
 
KS
 
14,936

 
2,548

 
18,057

 
—

 
20,605

 
1,056

 
11/5/2013
 
1997
Penske
 
Bedford
 
OH
 
—

 
183

 
—

 
—

 
183

 
—

 
6/27/2013
 
1995
Petco
 
Lake Charles
 
LA
 
2,145

 
690

 
4,072

 
—

 
4,762

 
173

 
2/7/2014
 
2008
Petco
 
Dardenne Prairie
 
MO
 
—

 
806

 
3,024

 
—

 
3,830

 
126

 
2/7/2014
 
2009
PetSmart
 
Phoenix
 
AZ
 
51,250

 
7,308

 
97,510

 
36

 
104,854

 
3,521

 
2/7/2014
 
1997
PetSmart
 
Merced
 
CA
 
—

 
1,729

 
4,194

 
—

 
5,923

 
179

 
2/7/2014
 
1993
PetSmart
 
Redding
 
CA
 
—

 
1,312

 
4,133

 
—

 
5,445

 
191

 
2/7/2014
 
1989
PetSmart
 
Westlake Village
 
CA
 
—

 
3,406

 
5,017

 
—

 
8,423

 
204

 
2/7/2014
 
1998
PetSmart
 
Boca Raton
 
FL
 
—

 
3,514

 
4,912

 
—

 
8,426

 
215

 
2/7/2014
 
2001
PetSmart
 
Lake Mary
 
FL
 
—

 
2,430

 
2,556

 
—

 
4,986

 
113

 
2/7/2014
 
1997
PetSmart
 
Plantation
 
FL
 
—

 
965

 
5,302

 
—

 
6,267

 
221

 
2/7/2014
 
2001
PetSmart
 
Tallahassee
 
FL
 
—

 
1,468

 
1,387

 
—

 
2,855

 
64

 
2/7/2014
 
1998
PetSmart
 
Evanston
 
IL
 
—

 
1,120

 
6,007

 
—

 
7,127

 
244

 
2/7/2014
 
2001
PetSmart
 
Braintree
 
MA
 
—

 
2,805

 
8,398

 
—

 
11,203

 
332

 
2/7/2014
 
1996
PetSmart
 
Oxon Hill
 
MD
 
—

 
1,722

 
4,389

 
—

 
6,111

 
184

 
2/7/2014
 
1998
PetSmart
 
Flint
 
MI
 
—

 
606

 
3,839

 
—

 
4,445

 
160

 
2/7/2014
 
1996
PetSmart
 
Parma
 
OH
 
—

 
1,288

 
3,527

 
—

 
4,815

 
147

 
2/7/2014
 
1996
PetSmart
 
Dallas
 
TX
 
—

 
470

 
6,089

 
—

 
6,559

 
238

 
2/7/2014
 
1998

F-191
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
PetSmart
 
Southlake
 
TX
 
—

 
1,063

 
7,093

 
—

 
8,156

 
283

 
2/7/2014
 
1998
Physicians Immediate Care
 
Aurora
 
IL
 
—

 
1,043

 
1,346

 
—

 
2,389

 
68

 
2/7/2014
 
2003
Physicians Immediate Care
 
Glendale Heights
 
IL
 
—

 
487

 
2,256

 
—

 
2,743

 
107

 
2/7/2014
 
1997
Physicians Immediate Care
 
New Lenox
 
IL
 
—

 
535

 
1,884

 
—

 
2,419

 
91

 
2/7/2014
 
2011
Physicians Immediate Care
 
Plainfield
 
IL
 
—

 
590

 
1,747

 
—

 
2,337

 
84

 
2/7/2014
 
2011
Physicians Immediate Care
 
Mishawaka
 
IN
 
—

 
252

 
1,351

 
—

 
1,603

 
71

 
2/7/2014
 
2013
Pier 1 Imports
 
Victoria
 
TX
 
—

 
457

 
1,767

 
—

 
2,224

 
85

 
2/7/2014
 
2011
Pilot Flying J
 
Carnesville
 
GA
 
—

 
1,867

 
7,466

 
—

 
9,333

 
1,056

 
1/31/2013
 
2000
Pizza Hut
 
Lambertville
 
MI
 
—

 
110

 
6

 
—

 
116

 
—

 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Mobile
 
AL
 
—

 
127

 
276

 
—

 
403

 
24

 
6/27/2013
 
1974
Pizza Hut/WingStreet
 
Page
 
AZ
 
—

 
66

 
263

 
—

 
329

 
20

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Cooper City
 
FL
 
—

 
320

 
466

 
—

 
786

 
39

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Marathon
 
FL
 
—

 
530

 
187

 
—

 
717

 
16

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Monticello
 
FL
 
—

 
115

 
195

 
—

 
310

 
17

 
6/27/2013
 
1987
Pizza Hut/WingStreet
 
Ashburn
 
GA
 
—

 
102

 
233

 
—

 
335

 
20

 
6/27/2013
 
1988
Pizza Hut/WingStreet
 
Dawson
 
GA
 
—

 
131

 
274

 
—

 
405

 
23

 
6/27/2013
 
1987
Pizza Hut/WingStreet
 
EATONTON
 
GA
 
—

 
353

 
353

 
—

 
706

 
27

 
7/31/2013
 
1988
Pizza Hut/WingStreet
 
GREENSBORO
 
GA
 
—

 
569

 
465

 
—

 
1,034

 
36

 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
JACKSON
 
GA
 
—

 
673

 
735

 
—

 
1,408

 
63

 
6/27/2013
 
1987
Pizza Hut/WingStreet
 
Tucker
 
GA
 
—

 
192

 
288

 
—

 
480

 
22

 
7/31/2013
 
1974
Pizza Hut/WingStreet
 
Aurora
 
IL
 
—

 
281

 
522

 
—

 
803

 
40

 
7/31/2013
 
1983
Pizza Hut/WingStreet
 
Downers Grove
 
IL
 
—

 
504

 
616

 
—

 
1,120

 
47

 
7/31/2013
 
1985
Pizza Hut/WingStreet
 
Louisville
 
KY
 
—

 
539

 
499

 
—

 
1,038

 
43

 
6/27/2013
 
1975
Pizza Hut/WingStreet
 
Lafayette
 
LA
 
—

 
68

 
271

 
—

 
339

 
23

 
6/27/2013
 
1990
Pizza Hut/WingStreet
 
Salisbury
 
MD
 
—

 
245

 
734

 
—

 
979

 
56

 
7/31/2013
 
1983
Pizza Hut/WingStreet
 
Adrian
 
MI
 
—

 
265

 
—

 
—

 
265

 
—

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Ann Arbor
 
MI
 
—

 
119

 
367

 
—

 
486

 
31

 
6/27/2013
 
1991
Pizza Hut/WingStreet
 
Dearborn
 
MI
 
—

 
284

 
528

 
—

 
812

 
41

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Detroit
 
MI
 
—

 
501

 
612

 
—

 
1,113

 
47

 
7/31/2013
 
1984
Pizza Hut/WingStreet
 
Detroit
 
MI
 
—

 
105

 
421

 
—

 
526

 
32

 
7/31/2013
 
1986

F-192
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Pizza Hut/WingStreet
 
Monroe
 
MI
 
—

 
220

 
—

 
—

 
220

 
—

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Bozeman
 
MT
 
—

 
150

 
343

 
—

 
493

 
29

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Glasgow
 
MT
 
—

 
120

 
217

 
—

 
337

 
18

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Livingston
 
MT
 
—

 
130

 
245

 
—

 
375

 
21

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
East Syracuse
 
NY
 
—

 
137

 
185

 
—

 
322

 
16

 
6/27/2013
 
1978
Pizza Hut/WingStreet
 
Elmira
 
NY
 
—

 
199

 
370

 
—

 
569

 
28

 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Nedrow
 
NY
 
—

 
55

 
80

 
—

 
135

 
7

 
6/27/2013
 
1979
Pizza Hut/WingStreet
 
Rochester
 
NY
 
—

 
62

 
62

 
—

 
124

 
5

 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Wellsville
 
NY
 
—

 
123

 
368

 
—

 
491

 
28

 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Bowling Green
 
OH
 
—

 
141

 
262

 
—

 
403

 
20

 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Cleveland
 
OH
 
—

 
87

 
175

 
—

 
262

 
15

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Defiance
 
OH
 
—

 
114

 
197

 
—

 
311

 
17

 
6/27/2013
 
1977
Pizza Hut/WingStreet
 
Delaware
 
OH
 
—

 
270

 
721

 
—

 
991

 
62

 
6/27/2013
 
1975
Pizza Hut/WingStreet
 
Marietta
 
OH
 
—

 
104

 
193

 
—

 
297

 
15

 
7/31/2013
 
1986
Pizza Hut/WingStreet
 
Middleburg Heights
 
OH
 
—

 
128

 
156

 
—

 
284

 
12

 
7/31/2013
 
1985
Pizza Hut/WingStreet
 
North Olmsted
 
OH
 
—

 
122

 
153

 
—

 
275

 
13

 
6/27/2013
 
1977
Pizza Hut/WingStreet
 
Norwalk
 
OH
 
—

 
77

 
115

 
—

 
192

 
9

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Sandusky
 
OH
 
—

 
140

 
171

 
—

 
311

 
13

 
7/31/2013
 
1982
Pizza Hut/WingStreet
 
Strongsville
 
OH
 
—

 
74

 
108

 
—

 
182

 
9

 
6/27/2013
 
1977
Pizza Hut/WingStreet
 
Toledo
 
OH
 
—

 
58

 
173

 
—

 
231

 
15

 
6/27/2013
 
1978
Pizza Hut/WingStreet
 
Oklahoma City
 
OK
 
—

 
268

 
268

 
—

 
536

 
21

 
7/31/2013
 
1984
Pizza Hut/WingStreet
 
Shamokin
 
PA
 
—

 
54

 
217

 
—

 
271

 
17

 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Batesburg
 
SC
 
—

 
261

 
484

 
—

 
745

 
37

 
7/31/2013
 
1987
Pizza Hut/WingStreet
 
BISHOPVILLE
 
SC
 
—

 
365

 
365

 
—

 
730

 
28

 
7/31/2013
 
1987
Pizza Hut/WingStreet
 
Cheraw
 
SC
 
—

 
415

 
507

 
—

 
922

 
39

 
7/31/2013
 
1984
Pizza Hut/WingStreet
 
Columbia
 
SC
 
—

 
881

 
588

 
—

 
1,469

 
45

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Edgefield
 
SC
 
—

 
221

 
410

 
—

 
631

 
32

 
7/31/2013
 
1986
Pizza Hut/WingStreet
 
Laurens
 
SC
 
—

 
454

 
371

 
—

 
825

 
29

 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Pageland
 
SC
 
—

 
344

 
420

 
—

 
764

 
32

 
7/31/2013
 
1999
Pizza Hut/WingStreet
 
Saluda
 
SC
 
—

 
346

 
346

 
—

 
692

 
27

 
7/31/2013
 
1995

F-193
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Pizza Hut/WingStreet
 
Santee
 
SC
 
—

 
371

 
248

 
—

 
619

 
19

 
7/31/2013
 
1972
Pizza Hut/WingStreet
 
St. George
 
SC
 
—

 
367

 
245

 
—

 
612

 
19

 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
West Columbia
 
SC
 
—

 
507

 
415

 
—

 
922

 
32

 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Box Elder
 
SD
 
—

 
68

 
217

 
—

 
285

 
19

 
6/27/2013
 
1985
Pizza Hut/WingStreet
 
Knoxville
 
TN
 
—

 
300

 
546

 
—

 
846

 
46

 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Red Bank
 
TN
 
—

 
215

 
323

 
—

 
538

 
25

 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Abilene
 
TX
 
—

 
549

 
449

 
—

 
998

 
35

 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Abilene
 
TX
 
—

 
397

 
170

 
—

 
567

 
13

 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Amarillo
 
TX
 
—

 
339

 
1,016

 
—

 
1,355

 
78

 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Amarillo
 
TX
 
—

 
254

 
1,015

 
—

 
1,269

 
78

 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Ballinger
 
TX
 
—

 
34

 
109

 
—

 
143

 
9

 
6/27/2013
 
1978
Pizza Hut/WingStreet
 
Coleman
 
TX
 
—

 
69

 
391

 
—

 
460

 
30

 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Crystal City
 
TX
 
—

 
148

 
453

 
—

 
601

 
39

 
6/27/2013
 
1981
Pizza Hut/WingStreet
 
Fort Stockton
 
TX
 
—

 
252

 
1,007

 
—

 
1,259

 
77

 
7/31/2013
 
2008
Pizza Hut/WingStreet
 
Midland
 
TX
 
—

 
414

 
506

 
—

 
920

 
39

 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Midland
 
TX
 
—

 
506

 
619

 
—

 
1,125

 
48

 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Monahans
 
TX
 
—

 
361

 
671

 
—

 
1,032

 
52

 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
456

 
847

 
—

 
1,303

 
65

 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
588

 
882

 
—

 
1,470

 
68

 
7/31/2013
 
1972
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
572

 
572

 
—

 
1,144

 
44

 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
627

 
766

 
—

 
1,393

 
59

 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
457

 
685

 
—

 
1,142

 
53

 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Pecos
 
TX
 
—

 
387

 
719

 
—

 
1,106

 
55

 
7/31/2013
 
1974
Pizza Hut/WingStreet
 
San Angelo
 
TX
 
—

 
214

 
641

 
—

 
855

 
49

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
San Angelo
 
TX
 
—

 
268

 
624

 
—

 
892

 
48

 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
San Angelo
 
TX
 
—

 
237

 
552

 
—

 
789

 
42

 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Seminole
 
TX
 
—

 
53

 
301

 
—

 
354

 
23

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Stamford
 
TX
 
—

 
38

 
115

 
—

 
153

 
9

 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Sweetwater
 
TX
 
—

 
77

 
435

 
—

 
512

 
33

 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Cedar City
 
UT
 
—

 
52

 
361

 
—

 
413

 
31

 
6/27/2013
 
1978

F-194
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Pizza Hut/WingStreet
 
Kanab
 
UT
 
—

 
52

 
210

 
—

 
262

 
16

 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Ashland
 
VA
 
—

 
589

 
1,093

 
—

 
1,682

 
84

 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Bedford
 
VA
 
—

 
548

 
670

 
—

 
1,218

 
52

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Chester
 
VA
 
—

 
473

 
1,104

 
—

 
1,577

 
85

 
7/31/2013
 
1983
Pizza Hut/WingStreet
 
Christiansburg
 
VA
 
—

 
494

 
918

 
—

 
1,412

 
71

 
7/31/2013
 
1982
Pizza Hut/WingStreet
 
Clifton Forge
 
VA
 
—

 
287

 
861

 
—

 
1,148

 
66

 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Colonial Heights
 
VA
 
—

 
311

 
311

 
—

 
622

 
24

 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Front Royal
 
VA
 
—

 
191

 
287

 
—

 
478

 
22

 
7/31/2013
 
1973
Pizza Hut/WingStreet
 
Hampton
 
VA
 
—

 
641

 
345

 
—

 
986

 
27

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Hopewell
 
VA
 
—

 
707

 
864

 
—

 
1,571

 
66

 
7/31/2013
 
1985
Pizza Hut/WingStreet
 
Newport News
 
VA
 
—

 
394

 
591

 
—

 
985

 
45

 
7/31/2013
 
1969
Pizza Hut/WingStreet
 
Newport News
 
VA
 
—

 
394

 
591

 
—

 
985

 
45

 
7/31/2013
 
1970
Pizza Hut/WingStreet
 
Petersburg
 
VA
 
—

 
378

 
701

 
—

 
1,079

 
54

 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Richmond
 
VA
 
—

 
666

 
814

 
—

 
1,480

 
63

 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Richmond
 
VA
 
—

 
311

 
311

 
—

 
622

 
24

 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Abbotsford
 
WI
 
—

 
159

 
195

 
—

 
354

 
15

 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Antigo
 
WI
 
—

 
45

 
252

 
—

 
297

 
19

 
7/31/2013
 
1997
Pizza Hut/WingStreet
 
Clintonville
 
WI
 
—

 
208

 
69

 
—

 
277

 
5

 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Eagle River
 
WI
 
—

 
28

 
159

 
—

 
187

 
12

 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Hayward
 
WI
 
—

 
51

 
205

 
—

 
256

 
16

 
7/31/2013
 
1993
Pizza Hut/WingStreet
 
Merrill
 
WI
 
—

 
83

 
531

 
—

 
614

 
26

 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Neillsville
 
WI
 
—

 
35

 
106

 
—

 
141

 
8

 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Plover
 
WI
 
—

 
85

 
199

 
—

 
284

 
15

 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Schofield
 
WI
 
—

 
106

 
196

 
—

 
302

 
15

 
7/31/2013
 
1987
Pizza Hut/WingStreet
 
Stevens Point
 
WI
 
—

 
130

 
390

 
—

 
520

 
30

 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Tomahawk
 
WI
 
—

 
35

 
81

 
—

 
116

 
6

 
7/31/2013
 
1986
Pizza Hut/WingStreet
 
Waupaca
 
WI
 
—

 
61

 
91

 
—

 
152

 
7

 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Beckley
 
WV
 
—

 
160

 
131

 
—

 
291

 
10

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Cross Lanes
 
WV
 
—

 
122

 
149

 
—

 
271

 
11

 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Huntington
 
WV
 
—

 
190

 
4

 
—

 
194

 
—

 
7/31/2013
 
1995

F-195
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Pizza Hut/WingStreet
 
Hurricane
 
WV
 
—

 
126

 
188

 
—

 
314

 
14

 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Ronceverte
 
WV
 
—

 
66

 
162

 
—

 
228

 
14

 
6/27/2013
 
1978
PLS Check Cashers
 
Mesa
 
AZ
 
—

 
187

 
759

 
—

 
946

 
47

 
2/7/2014
 
2006
PLS Check Cashers
 
Phoenix
 
AZ
 
—

 
288

 
677

 
—

 
965

 
39

 
2/7/2014
 
2006
PLS Check Cashers
 
Tucson
 
AZ
 
—

 
264

 
800

 
—

 
1,064

 
51

 
2/7/2014
 
2005
PLS Check Cashers
 
Compton
 
CA
 
—

 
475

 
107

 
—

 
582

 
16

 
2/7/2014
 
2005
PLS Check Cashers
 
Calumet Park
 
IL
 
—

 
306

 
1,003

 
—

 
1,309

 
61

 
2/7/2014
 
2005
PLS Check Cashers
 
Chicago
 
IL
 
—

 
451

 
127

 
—

 
578

 
19

 
2/7/2014
 
2001
PLS Check Cashers
 
Dallas
 
TX
 
—

 
197

 
1,356

 
—

 
1,553

 
66

 
2/7/2014
 
1983
PLS Check Cashers
 
Dallas
 
TX
 
—

 
169

 
1,180

 
—

 
1,349

 
58

 
2/7/2014
 
2003
PLS Check Cashers
 
Fort Worth
 
TX
 
—

 
187

 
1,473

 
—

 
1,660

 
69

 
2/7/2014
 
2003
PLS Check Cashers
 
Grand Prairie
 
TX
 
—

 
385

 
1,056

 
—

 
1,441

 
51

 
2/7/2014
 
1971
PLS Check Cashers
 
Houston
 
TX
 
—

 
158

 
1,293

 
—

 
1,451

 
57

 
2/7/2014
 
2005
PLS Check Cashers
 
Mesquite
 
TX
 
—

 
261

 
1,388

 
—

 
1,649

 
73

 
2/7/2014
 
2006
PLS Check Cashers
 
Kenosha
 
WI
 
—

 
190

 
693

 
—

 
883

 
37

 
2/7/2014
 
2005
PNC Bank
 
Woodbury
 
NJ
 
—

 
465

 
2,633

 
—

 
3,098

 
144

 
1/8/2014
 
1971
PNC Bank
 
Cincinnati
 
OH
 
—

 
195

 
538

 
—

 
733

 
30

 
1/8/2014
 
1979
Pollo Tropical
 
Davie
 
FL
 
—

 
280

 
1,490

 
—

 
1,770

 
120

 
6/27/2013
 
1995
Pollo Tropical
 
Fort Lauderdale
 
FL
 
—

 
190

 
1,242

 
—

 
1,432

 
100

 
6/27/2013
 
1995
Pollo Tropical
 
Lake Worth
 
FL
 
—

 
280

 
1,182

 
—

 
1,462

 
96

 
6/27/2013
 
1995
Ponderosa
 
Scottsburg
 
IN
 
—

 
430

 
141

 
—

 
571

 
12

 
6/27/2013
 
1985
Ponderosa
 
Massena
 
NY
 
—

 
190

 
570

 
—

 
760

 
49

 
7/31/2013
 
1995
Ponderosa
 
Indiana
 
PA
 
—

 
676

 
1,255

 
—

 
1,931

 
109

 
7/31/2013
 
2000


F-196
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Popeyes
 
Brandon
 
FL
 
—

 
776

 
961

 
—

 
1,737

 
82

 
6/27/2013
 
1978
Popeyes
 
Carol City
 
FL
 
—

 
423

 
1,090

 
—

 
1,513

 
58

 
1/8/2014
 
1979
Popeyes
 
Jacksonville
 
FL
 
—

 
781

 
955

 
—

 
1,736

 
73

 
7/31/2013
 
1955
Popeyes
 
Lakeland
 
FL
 
—

 
830

 
830

 
—

 
1,660

 
64

 
7/31/2013
 
1999
Popeyes
 
Miami
 
FL
 
—

 
220

 
330

 
—

 
550

 
25

 
7/31/2013
 
1962
Popeyes
 
Orlando
 
FL
 
—

 
782

 
955

 
—

 
1,737

 
74

 
7/31/2013
 
2004
Popeyes
 
Pensacola
 
FL
 
—

 
301

 
673

 
—

 
974

 
36

 
1/8/2014
 
2001
Popeyes
 
Starke
 
FL
 
—

 
380

 
—

 
—

 
380

 
—

 
6/27/2013
 
1995
Popeyes
 
Tampa
 
FL
 
—

 
216

 
508

 
—

 
724

 
27

 
1/8/2014
 
1981
Popeyes
 
Tampa
 
FL
 
—

 
673

 
1,065

 
—

 
1,738

 
91

 
6/27/2013
 
1976
Popeyes
 
Winter Haven
 
FL
 
—

 
484

 
1,001

 
—

 
1,485

 
86

 
6/27/2013
 
1976
Popeyes
 
Thomasville
 
GA
 
—

 
110

 
705

 
—

 
815

 
57

 
6/27/2013
 
1995
Popeyes
 
Valdosta
 
GA
 
—

 
240

 
599

 
—

 
839

 
48

 
6/27/2013
 
1995
Popeyes
 
Baton Rouge
 
LA
 
—

 
323

 
394

 
—

 
717

 
30

 
7/31/2013
 
1999
Popeyes
 
Bayou Vista
 
LA
 
—

 
375

 
709

 
—

 
1,084

 
61

 
6/27/2013
 
1985
Popeyes
 
Eunice
 
LA
 
—

 
382

 
891

 
—

 
1,273

 
69

 
7/31/2013
 
1986
Popeyes
 
Franklin
 
LA
 
—

 
283

 
538

 
—

 
821

 
46

 
6/27/2013
 
1985
Popeyes
 
Lafayette
 
LA
 
—

 
434

 
899

 
—

 
1,333

 
77

 
6/27/2013
 
1993
Popeyes
 
Lafayette
 
LA
 
—

 
473

 
901

 
—

 
1,374

 
77

 
6/27/2013
 
1996
Popeyes
 
Marksville
 
LA
 
—

 
487

 
1,129

 
—

 
1,616

 
96

 
6/27/2013
 
1987
Popeyes
 
Ferguson
 
MO
 
—

 
128

 
383

 
—

 
511

 
29

 
7/31/2013
 
1984
Popeyes
 
St. Louis
 
MO
 
—

 
248

 
460

 
—

 
708

 
39

 
6/27/2013
 
1959
Popeyes
 
St. Louis
 
MO
 
—

 
288

 
431

 
—

 
719

 
33

 
7/31/2013
 
1978
Popeyes
 
Greenville
 
MS
 
—

 
513

 
977

 
—

 
1,490

 
83

 
6/27/2013
 
1984
Popeyes
 
Grenada
 
MS
 
—

 
77

 
458

 
—

 
535

 
24

 
1/8/2014
 
2007
Popeyes
 
Omaha
 
NE
 
—

 
343

 
515

 
—

 
858

 
40

 
7/31/2013
 
1996
Popeyes
 
Omaha
 
NE
 
—

 
264

 
615

 
—

 
879

 
47

 
7/31/2013
 
1985
Popeyes
 
Austin
 
TX
 
—

 
1,216

 
533

 
—

 
1,749

 
46

 
6/27/2013
 
1996

F-197
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Popeyes
 
Channelview
 
TX
 
—

 
220

 
401

 
—

 
621

 
32

 
6/27/2013
 
1995
Popeyes
 
Houston
 
TX
 
—

 
300

 
244

 
—

 
544

 
20

 
6/27/2013
 
1995
Popeyes
 
Houston
 
TX
 
—

 
190

 
452

 
—

 
642

 
37

 
6/27/2013
 
1995
Popeyes
 
Houston
 
TX
 
—

 
295

 
241

 
—

 
536

 
19

 
7/31/2013
 
1976
Popeyes
 
Houston
 
TX
 
—

 
111

 
166

 
—

 
277

 
13

 
7/31/2013
 
1976
Popeyes
 
Houston
 
TX
 
—

 
278

 
227

 
—

 
505

 
17

 
7/31/2013
 
1978
Popeyes
 
Nederland
 
TX
 
—

 
445

 
668

 
—

 
1,113

 
51

 
7/31/2013
 
1988
Popeyes
 
Orange
 
TX
 
—

 
456

 
847

 
—

 
1,303

 
65

 
7/31/2013
 
1984
Popeyes
 
Port Arthur
 
TX
 
—

 
408

 
589

 
—

 
997

 
50

 
6/27/2013
 
1984
Popeyes
 
Newport News
 
VA
 
—

 
381

 
217

 
—

 
598

 
19

 
6/27/2013
 
2002
Popeyes
 
Portsmouth
 
VA
 
—

 
369

 
230

 
—

 
599

 
20

 
6/27/2013
 
2002
Price Rite
 
Rochester
 
NY
 
3,080

 
569

 
3,594

 
—

 
4,163

 
526

 
9/27/2012
 
1965
Procter & Gamble
 
Fort Wayne
 
IN
 
—

 
—

 
26,409

 
—

 
26,409

 
1,812

 
11/5/2013
 
1994
Publix
 
Birmingham
 
AL
 
—

 
934

 
6,377

 
—

 
7,311

 
300

 
2/7/2014
 
2004
Pulte Mortgage
 
Englewood
 
CO
 
—

 
2,563

 
22,026

 
—

 
24,589

 
1,246

 
11/5/2013
 
2009
Qdoba Mexican Grill
 
Flint
 
MI
 
—

 
110

 
990

 
—

 
1,100

 
125

 
3/29/2013
 
2006
Qdoba Mexican Grill
 
Grand Blanc
 
MI
 
—

 
165

 
935

 
—

 
1,100

 
118

 
3/29/2013
 
2006
Quaker Steak & Lube
 
Fredericksburg
 
VA
 
—

 
446

 
2,071

 
—

 
2,517

 
87

 
4/23/2014
 
1999
Quincy's Family Steakhouse
 
Monroe
 
NC
 
—

 
560

 
458

 
—

 
1,018

 
40

 
7/31/2013
 
1978
RaceTrac
 
Bessemer
 
AL
 
—

 
761

 
2,624

 
—

 
3,385

 
126

 
2/7/2014
 
2003
RaceTrac
 
Mobile
 
AL
 
—

 
580

 
1,317

 
—

 
1,897

 
63

 
2/7/2014
 
1998
RaceTrac
 
Bellview
 
FL
 
—

 
684

 
3,831

 
—

 
4,515

 
190

 
2/7/2014
 
2007
RaceTrac
 
Jacksonville
 
FL
 
—

 
1,065

 
2,863

 
—

 
3,928

 
154

 
2/7/2014
 
2011
RaceTrac
 
Leesburg
 
FL
 
—

 
1,188

 
2,711

 
—

 
3,899

 
147

 
2/7/2014
 
2007
RaceTrac
 
Atlanta
 
GA
 
—

 
1,025

 
1,511

 
—

 
2,536

 
77

 
2/7/2014
 
2004
RaceTrac
 
Denton
 
TX
 
—

 
1,030

 
2,645

 
—

 
3,675

 
121

 
2/7/2014
 
2003
RaceTrac
 
Houston
 
TX
 
—

 
1,209

 
1,204

 
—

 
2,413

 
56

 
2/7/2014
 
1995
RaceTrac
 
Houston
 
TX
 
—

 
1,203

 
1,509

 
—

 
2,712

 
71

 
2/7/2014
 
1997

F-198
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Rally's
 
Indianapolis
 
IN
 
—

 
210

 
1,514

 
—

 
1,724

 
122

 
6/27/2013
 
1995
Rally's
 
Indianapolis
 
IN
 
—

 
1,168

 
—

 
—

 
1,168

 
—

 
7/31/2013
 
2005
Rally's
 
Indianapolis
 
IN
 
—

 
1,168

 
—

 
—

 
1,168

 
—

 
7/31/2013
 
2005
Rally's
 
Kokomo
 
IN
 
—

 
290

 
548

 
—

 
838

 
44

 
6/27/2013
 
1995
Rally's
 
Muncie
 
IN
 
—

 
310

 
1,196

 
—

 
1,506

 
97

 
6/27/2013
 
1995
Rally's
 
Harvey
 
LA
 
—

 
420

 
870

 
—

 
1,290

 
70

 
6/27/2013
 
1995
Rally's
 
New Orleans
 
LA
 
—

 
450

 
1,691

 
—

 
2,141

 
137

 
6/27/2013
 
1995
Rally's
 
New Orleans
 
LA
 
—

 
220

 
1,018

 
—

 
1,238

 
82

 
6/27/2013
 
1995
Rally's
 
Hamtramck
 
MI
 
—

 
230

 
1,020

 
—

 
1,250

 
82

 
6/27/2013
 
1995
Rancho Grande Grill
 
Andalusia
 
AL
 
—

 
94

 
251

 
—

 
345

 
22

 
6/27/2013
 
2004
Razoo's Cajun Cafe
 
Lewisville
 
TX
 
—

 
780

 
1,503

 
—

 
2,283

 
126

 
6/27/2013
 
1995
RealTime Logic
 
Colorado Springs
 
CO
 
—

 
1,100

 
8,932

 
—

 
10,032

 
742

 
5/9/2014
 
2005
Reckitt Benckiser
 
Chester
 
NJ
 
5,500

 
886

 
7,972

 
—

 
8,858

 
914

 
8/16/2012
 
2006
Red Lobster
 
Edmonton
 
AB
 
—

 
2,360

 
555

 
—

 
2,915

 
16

 
7/28/2014
 
1990
Red Lobster
 
Edmonton
 
AB
 
—

 
2,585

 
450

 
—

 
3,035

 
16

 
7/28/2014
 
1990
Red Lobster
 
Auburn
 
AL
 
—

 
850

 
1,032

 
—

 
1,882

 
20

 
7/28/2014
 
1991
Red Lobster
 
Birmingham
 
AL
 
—

 
—

 
741

 
—

 
741

 
19

 
7/28/2014
 
1972
Red Lobster
 
Decatur
 
AL
 
—

 
1,100

 
686

 
—

 
1,786

 
19

 
7/28/2014
 
1993
Red Lobster
 
Dothan
 
AL
 
—

 
726

 
1,244

 
—

 
1,970

 
22

 
7/28/2014
 
1979
Red Lobster
 
Florence
 
AL
 
—

 
974

 
908

 
—

 
1,882

 
22

 
7/28/2014
 
1990
Red Lobster
 
Gadsden
 
AL
 
—

 
1,135

 
1,764

 
—

 
2,899

 
24

 
7/28/2014
 
1981
Red Lobster
 
Huntsville
 
AL
 
—

 
1,098

 
2,330

 
—

 
3,428

 
33

 
7/28/2014
 
1975
Red Lobster
 
Mobile
 
AL
 
—

 
1,150

 
830

 
—

 
1,980

 
13

 
7/28/2014
 
1971
Red Lobster
 
Montgomery
 
AL
 
—

 
1,034

 
1,413

 
—

 
2,447

 
25

 
7/28/2014
 
1983
Red Lobster
 
Tuscaloosa
 
AL
 
—

 
685

 
1,125

 
—

 
1,810

 
21

 
7/28/2014
 
1980
Red Lobster
 
Vestavia Hills
 
AL
 
—

 
1,257

 
1,417

 
—

 
2,674

 
21

 
7/28/2014
 
1972
Red Lobster
 
Fayetteville
 
AR
 
—

 
1,135

 
1,248

 
—

 
2,383

 
19

 
7/28/2014
 
1984
Red Lobster
 
Fort Smith
 
AR
 
—

 
1,643

 
1,228

 
—

 
2,871

 
23

 
7/28/2014
 
1980

F-199
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Hot Springs
 
AR
 
—

 
928

 
1,593

 
—

 
2,521

 
31

 
7/28/2014
 
1994
Red Lobster
 
Jonesboro
 
AR
 
—

 
1,518

 
1,834

 
—

 
3,352

 
36

 
7/28/2014
 
2011
Red Lobster
 
Little Rock
 
AR
 
—

 
1,942

 
725

 
—

 
2,667

 
16

 
7/28/2014
 
1977
Red Lobster
 
North Little Rock
 
AR
 
—

 
999

 
1,906

 
—

 
2,905

 
30

 
7/28/2014
 
1981
Red Lobster
 
Pine Bluff
 
AR
 
—

 
226

 
1,194

 
—

 
1,420

 
26

 
7/28/2014
 
1995
Red Lobster
 
Rogers
 
AR
 
—

 
1,398

 
2,069

 
—

 
3,467

 
36

 
7/28/2014
 
2008
Red Lobster
 
Chandler
 
AZ
 
—

 
—

 
252

 
—

 
252

 
19

 
7/28/2014
 
2000
Red Lobster
 
Flagstaff
 
AZ
 
—

 
891

 
514

 
—

 
1,405

 
19

 
7/28/2014
 
1996
Red Lobster
 
Gilbert
 
AZ
 
—

 
—

 
460

 
—

 
460

 
23

 
7/28/2014
 
2007
Red Lobster
 
Mesa
 
AZ
 
—

 
525

 
977

 
—

 
1,502

 
22

 
7/28/2014
 
1993
Red Lobster
 
Mesa
 
AZ
 
—

 
792

 
502

 
—

 
1,294

 
14

 
7/28/2014
 
1982
Red Lobster
 
Peoria
 
AZ
 
—

 
1,385

 
445

 
—

 
1,830

 
13

 
7/28/2014
 
1982
Red Lobster
 
Phoenix
 
AZ
 
—

 
1,038

 
350

 
—

 
1,388

 
11

 
7/28/2014
 
1982
Red Lobster
 
Surprise
 
AZ
 
—

 
—

 
565

 
—

 
565

 
26

 
7/28/2014
 
2003
Red Lobster
 
Tucson
 
AZ
 
—

 
—

 
676

 
—

 
676

 
26

 
7/28/2014
 
2009
Red Lobster
 
Yuma
 
AZ
 
—

 
499

 
916

 
—

 
1,415

 
23

 
7/28/2014
 
1992
Red Lobster
 
Bakersfield
 
CA
 
—

 
—

 
731

 
—

 
731

 
30

 
7/28/2014
 
2003
Red Lobster
 
Chico
 
CA
 
—

 
717

 
1,146

 
—

 
1,863

 
25

 
7/28/2014
 
1994
Red Lobster
 
Chula Vista
 
CA
 
—

 
—

 
1,671

 
—

 
1,671

 
38

 
7/28/2014
 
1988
Red Lobster
 
Citrus Heights
 
CA
 
—

 
649

 
2,160

 
—

 
2,809

 
30

 
7/30/2014
 
1982
Red Lobster
 
Fremont
 
CA
 
—

 
1,638

 
564

 
—

 
2,202

 
13

 
7/28/2014
 
1984
Red Lobster
 
Fresno
 
CA
 
—

 
863

 
1,995

 
—

 
2,858

 
33

 
7/28/2014
 
1992
Red Lobster
 
Inglewood
 
CA
 
—

 
—

 
2,211

 
—

 
2,211

 
57

 
7/28/2014
 
2007
Red Lobster
 
Modesto
 
CA
 
—

 
1,079

 
1,770

 
—

 
2,849

 
26

 
7/30/2014
 
1982
Red Lobster
 
Oceanside
 
CA
 
—

 
—

 
1,529

 
—

 
1,529

 
37

 
7/28/2014
 
2010
Red Lobster
 
Ontario
 
CA
 
—

 
1,304

 
2,238

 
—

 
3,542

 
35

 
7/28/2014
 
2003
Red Lobster
 
Palm Desert
 
CA
 
—

 
1,132

 
1,321

 
—

 
2,453

 
28

 
7/28/2014
 
2012
Red Lobster
 
Palmdale
 
CA
 
—

 
900

 
1,871

 
—

 
2,771

 
27

 
7/28/2014
 
1992

F-200
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Riverside
 
CA
 
—

 
914

 
2,459

 
—

 
3,373

 
35

 
7/28/2014
 
1988
Red Lobster
 
Sacramento
 
CA
 
—

 
1,772

 
1,215

 
—

 
2,987

 
19

 
7/28/2014
 
1983
Red Lobster
 
San Bernardino
 
CA
 
—

 
838

 
1,870

 
—

 
2,708

 
31

 
7/28/2014
 
1988
Red Lobster
 
San Bruno
 
CA
 
—

 
—

 
1,611

 
—

 
1,611

 
51

 
7/28/2014
 
1992
Red Lobster
 
San Diego
 
CA
 
—

 
—

 
1,113

 
—

 
1,113

 
54

 
7/28/2014
 
1988
Red Lobster
 
San Jose
 
CA
 
—

 
2,258

 
1,056

 
—

 
3,314

 
20

 
7/28/2014
 
1986
Red Lobster
 
Stockton
 
CA
 
—

 
219

 
2,362

 
—

 
2,581

 
33

 
7/28/2014
 
1983
Red Lobster
 
Torrance
 
CA
 
—

 
1,850

 
1,579

 
—

 
3,429

 
25

 
7/28/2014
 
1988
Red Lobster
 
Valencia
 
CA
 
—

 
—

 
841

 
—

 
841

 
42

 
7/28/2014
 
1988
Red Lobster
 
Victorville
 
CA
 
—

 
1,061

 
1,995

 
—

 
3,056

 
30

 
7/28/2014
 
1992
Red Lobster
 
Visalia
 
CA
 
—

 
1,063

 
1,296

 
—

 
2,359

 
25

 
7/28/2014
 
1994
Red Lobster
 
Colorado Springs
 
CO
 
—

 
—

 
1,512

 
—

 
1,512

 
36

 
7/28/2014
 
2004
Red Lobster
 
Denver
 
CO
 
—

 
721

 
2,088

 
—

 
2,809

 
35

 
7/30/2014
 
2008
Red Lobster
 
Fort Collins
 
CO
 
—

 
828

 
1,360

 
—

 
2,188

 
25

 
7/28/2014
 
1983
Red Lobster
 
Greeley
 
CO
 
—

 
1,094

 
1,119

 
—

 
2,213

 
21

 
7/28/2014
 
1990
Red Lobster
 
Lakewood
 
CO
 
—

 
1,221

 
1,416

 
—

 
2,637

 
26

 
7/30/2014
 
1983
Red Lobster
 
Littleton
 
CO
 
—

 
1,441

 
1,521

 
—

 
2,962

 
22

 
7/30/2014
 
1975
Red Lobster
 
Longmont
 
CO
 
—

 
810

 
1,311

 
—

 
2,121

 
26

 
7/28/2014
 
2000
Red Lobster
 
Northglenn
 
CO
 
—

 
1,059

 
2,314

 
—

 
3,373

 
33

 
7/28/2014
 
1982
Red Lobster
 
Pueblo
 
CO
 
—

 
707

 
2,156

 
—

 
2,863

 
34

 
7/28/2014
 
1990
Red Lobster
 
Wheat Ridge
 
CO
 
—

 
1,064

 
1,790

 
—

 
2,854

 
25

 
7/28/2014
 
1974
Red Lobster
 
Bridgeport
 
CT
 
—

 
—

 
323

 
—

 
323

 
19

 
7/28/2014
 
1996
Red Lobster
 
Danbury
 
CT
 
—

 
—

 
159

 
—

 
159

 
15

 
7/28/2014
 
1996
Red Lobster
 
Wethersfield
 
CT
 
—

 
1,043

 
1,797

 
—

 
2,840

 
29

 
7/28/2014
 
1992
Red Lobster
 
Dover
 
DE
 
—

 
667

 
1,841

 
—

 
2,508

 
31

 
7/28/2014
 
1991
Red Lobster
 
Newark
 
DE
 
—

 
—

 
1,515

 
—

 
1,515

 
46

 
7/28/2014
 
2006
Red Lobster
 
Talleyville
 
DE
 
—

 
1,201

 
1,877

 
—

 
3,078

 
32

 
7/28/2014
 
1991
Red Lobster
 
Altamonte Springs
 
FL
 
—

 
1,212

 
1,674

 
—

 
2,886

 
28

 
7/28/2014
 
1986

F-201
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Boynton Beach
 
FL
 
—

 
—

 
1,631

 
—

 
1,631

 
44

 
7/28/2014
 
2008
Red Lobster
 
Brandon
 
FL
 
—

 
1,361

 
3,603

 
—

 
4,964

 
49

 
7/28/2014
 
1987
Red Lobster
 
Clearwater
 
FL
 
—

 
1,239

 
1,619

 
—

 
2,858

 
25

 
7/28/2014
 
1982
Red Lobster
 
Clermont
 
FL
 
—

 
929

 
1,305

 
—

 
2,234

 
28

 
7/28/2014
 
2008
Red Lobster
 
Coral Springs
 
FL
 
—

 
1,696

 
1,622

 
—

 
3,318

 
27

 
7/28/2014
 
1982
Red Lobster
 
Daytona
 
FL
 
—

 
732

 
1,668

 
—

 
2,400

 
24

 
7/28/2014
 
1974
Red Lobster
 
Fort Lauderdale
 
FL
 
—

 
2,091

 
1,042

 
—

 
3,133

 
17

 
7/28/2014
 
1971
Red Lobster
 
Fort Myers
 
FL
 
—

 
1,062

 
2,217

 
—

 
3,279

 
29

 
7/28/2014
 
1973
Red Lobster
 
Fort Pierce
 
FL
 
—

 
618

 
1,491

 
—

 
2,109

 
29

 
7/28/2014
 
1995
Red Lobster
 
Gainesville
 
FL
 
—

 
1,236

 
1,880

 
—

 
3,116

 
25

 
7/28/2014
 
1974
Red Lobster
 
Hialeah
 
FL
 
—

 
2,706

 
375

 
—

 
3,081

 
11

 
7/28/2014
 
1977
Red Lobster
 
Hollywood
 
FL
 
—

 
—

 
2,282

 
—

 
2,282

 
63

 
7/28/2014
 
2003
Red Lobster
 
Jacksonville
 
FL
 
—

 
761

 
1,565

 
—

 
2,326

 
27

 
7/28/2014
 
1983
Red Lobster
 
Jacksonville
 
FL
 
—

 
1,336

 
1,434

 
—

 
2,770

 
29

 
7/28/2014
 
2008
Red Lobster
 
Jensen Beach
 
FL
 
—

 
1,740

 
923

 
—

 
2,663

 
21

 
7/28/2014
 
1989
Red Lobster
 
Kissimmee
 
FL
 
—

 
—

 
1,364

 
—

 
1,364

 
47

 
7/28/2014
 
2002
Red Lobster
 
Kissimmee
 
FL
 
—

 
1,006

 
1,573

 
—

 
2,579

 
24

 
7/28/2014
 
1987
Red Lobster
 
Kissimmee
 
FL
 
—

 
696

 
2,092

 
—

 
2,788

 
30

 
7/28/2014
 
1973
Red Lobster
 
Lake Worth
 
FL
 
—

 
714

 
1,952

 
—

 
2,666

 
31

 
7/28/2014
 
1982
Red Lobster
 
Lakeland
 
FL
 
—

 
1,200

 
2,823

 
—

 
4,023

 
35

 
7/28/2014
 
1968
Red Lobster
 
Leesburg
 
FL
 
—

 
721

 
1,262

 
—

 
1,983

 
25

 
7/28/2014
 
1990
Red Lobster
 
Melbourne
 
FL
 
—

 
1,049

 
2,346

 
—

 
3,395

 
34

 
7/28/2014
 
1982
Red Lobster
 
Merritt Island
 
FL
 
—

 
747

 
1,926

 
—

 
2,673

 
27

 
7/28/2014
 
1973
Red Lobster
 
Miami
 
FL
 
—

 
—

 
1,062

 
—

 
1,062

 
43

 
7/28/2014
 
2003
Red Lobster
 
Miami
 
FL
 
—

 
3,093

 
365

 
—

 
3,458

 
14

 
7/28/2014
 
1985


F-202
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Ocala
 
FL
 
—

 
860

 
2,480

 
—

 
3,340

 
35

 
7/28/2014
 
1982
Red Lobster
 
Orange Park
 
FL
 
—

 
982

 
2,033

 
—

 
3,015

 
31

 
7/30/2014
 
1980
Red Lobster
 
Orlando
 
FL
 
—

 
—

 
1,188

 
—

 
1,188

 
45

 
7/28/2014
 
1989
Red Lobster
 
Orlando
 
FL
 
—

 
644

 
1,695

 
—

 
2,339

 
24

 
7/28/2014
 
1970
Red Lobster
 
Orlando
 
FL
 
—

 
1,728

 
1,899

 
—

 
3,627

 
27

 
7/28/2014
 
1974
Red Lobster
 
Orlando
 
FL
 
—

 
979

 
2,039

 
—

 
3,018

 
35

 
7/28/2014
 
2001
Red Lobster
 
Orlando
 
FL
 
—

 
3,189

 
670

 
—

 
3,859

 
16

 
7/28/2014
 
1985
Red Lobster
 
Orlando
 
FL
 
—

 
1,373

 
1,571

 
—

 
2,944

 
25

 
7/30/2014
 
1980
Red Lobster
 
Panama City
 
FL
 
—

 
—

 
1,515

 
—

 
1,515

 
40

 
7/28/2014
 
1976
Red Lobster
 
Pembroke Pines
 
FL
 
—

 
479

 
3,126

 
—

 
3,605

 
46

 
7/28/2014
 
1987
Red Lobster
 
Pensacola
 
FL
 
—

 
588

 
2,507

 
—

 
3,095

 
32

 
7/28/2014
 
1971
Red Lobster
 
Plantation
 
FL
 
—

 
1,975

 
1,733

 
—

 
3,708

 
30

 
7/28/2014
 
1989
Red Lobster
 
Port Charlotte
 
FL
 
—

 
1,476

 
1,516

 
—

 
2,992

 
28

 
7/28/2014
 
1990
Red Lobster
 
Sanford
 
FL
 
—

 
1,682

 
1,252

 
—

 
2,934

 
18

 
7/28/2014
 
1973
Red Lobster
 
Sebring
 
FL
 
—

 
1,003

 
1,487

 
—

 
2,490

 
26

 
7/28/2014
 
1992
Red Lobster
 
Spring Hill
 
FL
 
—

 
863

 
2,219

 
—

 
3,082

 
35

 
7/28/2014
 
1994
Red Lobster
 
Tampa
 
FL
 
—

 
1,399

 
1,023

 
—

 
2,422

 
23

 
7/28/2014
 
2002
Red Lobster
 
Tampa
 
FL
 
—

 
1,399

 
2,465

 
—

 
3,864

 
35

 
7/28/2014
 
1981
Red Lobster
 
West Palm Beach
 
FL
 
—

 
992

 
2,390

 
—

 
3,382

 
33

 
7/28/2014
 
1971
Red Lobster
 
Winter Haven
 
FL
 
—

 
1,055

 
2,217

 
—

 
3,272

 
29

 
7/28/2014
 
1972
Red Lobster
 
Athens
 
GA
 
—

 
669

 
2,027

 
—

 
2,696

 
27

 
7/28/2014
 
1971
Red Lobster
 
Atlanta
 
GA
 
—

 
963

 
4,346

 
—

 
5,309

 
55

 
7/28/2014
 
1975
Red Lobster
 
Augusta
 
GA
 
—

 
877

 
1,301

 
—

 
2,178

 
20

 
7/28/2014
 
1971
Red Lobster
 
Augusta
 
GA
 
—

 
857

 
1,985

 
—

 
2,842

 
31

 
7/30/2014
 
1982
Red Lobster
 
Austell
 
GA
 
—

 
—

 
1,092

 
—

 
1,092

 
32

 
7/28/2014
 
2001
Red Lobster
 
Buford
 
GA
 
—

 
1,315

 
2,638

 
—

 
3,953

 
42

 
7/28/2014
 
2000
Red Lobster
 
Canton
 
GA
 
—

 
596

 
1,647

 
—

 
2,243

 
31

 
7/30/2014
 
2000
Red Lobster
 
Cartersville
 
GA
 
—

 
594

 
1,386

 
—

 
1,980

 
26

 
7/28/2014
 
1996
Red Lobster
 
Columbus
 
GA
 
—

 
956

 
1,957

 
—

 
2,913

 
34

 
7/28/2014
 
2005

F-203
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Conyers
 
GA
 
—

 
549

 
3,144

 
—

 
3,693

 
48

 
7/28/2014
 
2000
Red Lobster
 
Dalton
 
GA
 
—

 
775

 
2,045

 
—

 
2,820

 
32

 
7/28/2014
 
1995
Red Lobster
 
Decatur
 
GA
 
—

 
1,102

 
1,873

 
—

 
2,975

 
27

 
7/28/2014
 
1973
Red Lobster
 
Douglasville
 
GA
 
—

 
1,356

 
1,161

 
—

 
2,517

 
23

 
7/28/2014
 
1991
Red Lobster
 
Dublin
 
GA
 
—

 
379

 
1,315

 
—

 
1,694

 
26

 
7/28/2014
 
1993
Red Lobster
 
Duluth
 
GA
 
—

 
970

 
2,693

 
—

 
3,663

 
39

 
7/28/2014
 
1984
Red Lobster
 
Gainesville
 
GA
 
—

 
989

 
1,561

 
—

 
2,550

 
25

 
7/28/2014
 
1992
Red Lobster
 
Jonesboro
 
GA
 
—

 
1,049

 
1,678

 
—

 
2,727

 
24

 
7/28/2014
 
1972
Red Lobster
 
Kennesaw
 
GA
 
—

 
1,382

 
1,802

 
—

 
3,184

 
29

 
7/28/2014
 
1987
Red Lobster
 
Macon
 
GA
 
—

 
662

 
1,908

 
—

 
2,570

 
25

 
7/28/2014
 
1972
Red Lobster
 
McDonough
 
GA
 
—

 
792

 
2,365

 
—

 
3,157

 
39

 
7/28/2014
 
2003
Red Lobster
 
Newnan
 
GA
 
—

 
1,063

 
1,547

 
—

 
2,610

 
29

 
7/28/2014
 
1999
Red Lobster
 
Perry
 
GA
 
—

 
351

 
1,839

 
—

 
2,190

 
32

 
7/28/2014
 
1996
Red Lobster
 
Rome
 
GA
 
—

 
961

 
911

 
—

 
1,872

 
18

 
7/28/2014
 
1979
Red Lobster
 
Roswell
 
GA
 
—

 
2,358

 
354

 
—

 
2,712

 
11

 
7/28/2014
 
1981
Red Lobster
 
Savannah
 
GA
 
—

 
475

 
2,236

 
—

 
2,711

 
31

 
7/28/2014
 
1971
Red Lobster
 
Smyrna
 
GA
 
—

 
1,090

 
1,677

 
—

 
2,767

 
27

 
7/28/2014
 
1983
Red Lobster
 
Snellville
 
GA
 
—

 
887

 
2,223

 
—

 
3,110

 
35

 
7/28/2014
 
1992
Red Lobster
 
Tucker
 
GA
 
—

 
—

 
1,718

 
—

 
1,718

 
45

 
7/28/2014
 
1973
Red Lobster
 
Valdosta
 
GA
 
—

 
758

 
1,358

 
—

 
2,116

 
26

 
7/28/2014
 
1991
Red Lobster
 
Ames
 
IA
 
—

 
789

 
1,133

 
—

 
1,922

 
25

 
7/28/2014
 
1995
Red Lobster
 
Cedar Rapids
 
IA
 
—

 
—

 
495

 
—

 
495

 
27

 
7/28/2014
 
1981
Red Lobster
 
Davenport
 
IA
 
—

 
619

 
2,896

 
—

 
3,515

 
40

 
7/28/2014
 
1975
Red Lobster
 
Waterloo
 
IA
 
—

 
708

 
1,723

 
—

 
2,431

 
27

 
7/28/2014
 
1979
Red Lobster
 
West Des Moines
 
IA
 
—

 
1,033

 
2,358

 
—

 
3,391

 
34

 
7/28/2014
 
1975
Red Lobster
 
Boise
 
ID
 
—

 
—

 
714

 
—

 
714

 
28

 
7/28/2014
 
1988
Red Lobster
 
Coeur D'Alene
 
ID
 
—

 
1,173

 
1,464

 
—

 
2,637

 
28

 
7/28/2014
 
1996
Red Lobster
 
Pocatello
 
ID
 
—

 
—

 
773

 
—

 
773

 
44

 
7/28/2014
 
1994
Red Lobster
 
Alton
 
IL
 
—

 
1,251

 
1,854

 
—

 
3,105

 
29

 
7/28/2014
 
1983

F-204
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Aurora
 
IL
 
—

 
1,598

 
782

 
—

 
2,380

 
15

 
7/28/2014
 
1979
Red Lobster
 
Bloomingdale
 
IL
 
—

 
1,165

 
1,309

 
—

 
2,474

 
22

 
7/28/2014
 
1981
Red Lobster
 
Champaign
 
IL
 
—

 
673

 
2,647

 
—

 
3,320

 
37

 
7/28/2014
 
1975
Red Lobster
 
Chicago
 
IL
 
—

 
1,064

 
2,422

 
—

 
3,486

 
34

 
7/28/2014
 
1980
Red Lobster
 
Danville
 
IL
 
—

 
253

 
1,580

 
—

 
1,833

 
30

 
7/28/2014
 
1991
Red Lobster
 
Downers Grove
 
IL
 
—

 
1,694

 
1,854

 
—

 
3,548

 
31

 
7/30/2014
 
1990
Red Lobster
 
Fairview Heights
 
IL
 
—

 
—

 
1,806

 
—

 
1,806

 
85

 
7/28/2014
 
1972
Red Lobster
 
Forsyth
 
IL
 
—

 
—

 
1,083

 
—

 
1,083

 
34

 
7/28/2014
 
1975
Red Lobster
 
Gurnee
 
IL
 
—

 
1,735

 
2,286

 
—

 
4,021

 
33

 
7/28/2014
 
1980
Red Lobster
 
Joliet
 
IL
 
—

 
850

 
2,438

 
—

 
3,288

 
38

 
7/28/2014
 
1991
Red Lobster
 
Marion
 
IL
 
—

 
399

 
2,399

 
—

 
2,798

 
39

 
7/28/2014
 
1992
Red Lobster
 
Matteson
 
IL
 
—

 
962

 
2,212

 
—

 
3,174

 
31

 
7/28/2014
 
1976
Red Lobster
 
Norridge
 
IL
 
—

 
—

 
929

 
—

 
929

 
48

 
7/28/2014
 
1979
Red Lobster
 
Oak Lawn
 
IL
 
—

 
1,825

 
2,316

 
—

 
4,141

 
32

 
7/28/2014
 
1975
Red Lobster
 
Orland Park
 
IL
 
—

 
1,046

 
2,489

 
—

 
3,535

 
36

 
7/28/2014
 
1980
Red Lobster
 
Peru
 
IL
 
—

 
339

 
1,169

 
—

 
1,508

 
24

 
7/28/2014
 
1995
Red Lobster
 
Rockford
 
IL
 
—

 
1,104

 
1,901

 
—

 
3,005

 
29

 
7/30/2014
 
1976
Red Lobster
 
Schaumburg
 
IL
 
—

 
—

 
665

 
—

 
665

 
24

 
7/28/2014
 
1976
Red Lobster
 
Springfield
 
IL
 
—

 
1,205

 
1,253

 
—

 
2,458

 
22

 
7/28/2014
 
1977
Red Lobster
 
West Dundee
 
IL
 
—

 
197

 
2,195

 
—

 
2,392

 
32

 
7/28/2014
 
1982
Red Lobster
 
Anderson
 
IN
 
—

 
813

 
1,272

 
—

 
2,085

 
22

 
7/28/2014
 
1982
Red Lobster
 
Avon
 
IN
 
—

 
—

 
864

 
—

 
864

 
35

 
7/28/2014
 
2001
Red Lobster
 
Columbus
 
IN
 
—

 
615

 
1,435

 
—

 
2,050

 
27

 
7/28/2014
 
1991
Red Lobster
 
Elkhart
 
IN
 
—

 
616

 
1,657

 
—

 
2,273

 
31

 
9/19/2014
 
1993
Red Lobster
 
Evansville
 
IN
 
—

 
587

 
3,357

 
—

 
3,944

 
45

 
7/28/2014
 
1972
Red Lobster
 
Fort Wayne
 
IN
 
—

 
567

 
2,985

 
—

 
3,552

 
40

 
7/28/2014
 
1973
Red Lobster
 
Indianapolis
 
IN
 
—

 
1,152

 
1,813

 
—

 
2,965

 
26

 
7/28/2014
 
1973
Red Lobster
 
Kokomo
 
IN
 
—

 
394

 
1,835

 
—

 
2,229

 
28

 
7/28/2014
 
1980
Red Lobster
 
Lafayette
 
IN
 
—

 
335

 
2,484

 
—

 
2,819

 
35

 
7/28/2014
 
1975

F-205
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Merrillville
 
IN
 
—

 
568

 
3,197

 
—

 
3,765

 
43

 
7/28/2014
 
1979
Red Lobster
 
Michigan City
 
IN
 
—

 
330

 
2,233

 
—

 
2,563

 
35

 
7/28/2014
 
1992
Red Lobster
 
Mishawaka
 
IN
 
—

 
593

 
2,205

 
—

 
2,798

 
32

 
7/28/2014
 
1974
Red Lobster
 
Muncie
 
IN
 
—

 
627

 
1,427

 
—

 
2,054

 
19

 
7/28/2014
 
1975
Red Lobster
 
Richmond
 
IN
 
—

 
371

 
1,416

 
—

 
1,787

 
28

 
7/28/2014
 
1996
Red Lobster
 
Terre Haute
 
IN
 
—

 
1,066

 
2,640

 
—

 
3,706

 
36

 
7/28/2014
 
1972
Red Lobster
 
Olathe
 
KS
 
—

 
1,266

 
920

 
—

 
2,186

 
24

 
7/28/2014
 
1996
Red Lobster
 
Topeka
 
KS
 
—

 
754

 
2,211

 
—

 
2,965

 
31

 
7/28/2014
 
1972
Red Lobster
 
Wichita
 
KS
 
—

 
726

 
1,677

 
—

 
2,403

 
29

 
7/28/2014
 
1986
Red Lobster
 
Wichita
 
KS
 
—

 
1,113

 
1,916

 
—

 
3,029

 
31

 
7/28/2014
 
1982
Red Lobster
 
Elizabethtown
 
KY
 
—

 
866

 
401

 
—

 
1,267

 
18

 
7/28/2014
 
2003
Red Lobster
 
Florence
 
KY
 
—

 
601

 
2,811

 
—

 
3,412

 
37

 
7/28/2014
 
1978
Red Lobster
 
Lexington
 
KY
 
—

 
—

 
1,094

 
—

 
1,094

 
34

 
7/28/2014
 
2011
Red Lobster
 
Lexington
 
KY
 
—

 
1,237

 
1,897

 
—

 
3,134

 
28

 
7/30/2014
 
1976
Red Lobster
 
Louisville
 
KY
 
—

 
893

 
1,350

 
—

 
2,243

 
26

 
7/28/2014
 
1991
Red Lobster
 
Owensboro
 
KY
 
—

 
815

 
1,485

 
—

 
2,300

 
26

 
7/28/2014
 
1982
Red Lobster
 
Paducah
 
KY
 
—

 
864

 
1,770

 
—

 
2,634

 
31

 
7/30/2014
 
1990
Red Lobster
 
Richmond
 
KY
 
—

 
968

 
880

 
—

 
1,848

 
21

 
7/28/2014
 
1993
Red Lobster
 
St. Matthews
 
KY
 
—

 
1,640

 
1,841

 
—

 
3,481

 
27

 
7/28/2014
 
1972
Red Lobster
 
Baton Rouge
 
LA
 
—

 
—

 
1,535

 
—

 
1,535

 
42

 
7/28/2014
 
2011
Red Lobster
 
Bossier City
 
LA
 
—

 
600

 
2,053

 
—

 
2,653

 
35

 
7/28/2014
 
1993
Red Lobster
 
Monroe
 
LA
 
—

 
455

 
2,022

 
—

 
2,477

 
34

 
7/28/2014
 
1991
Red Lobster
 
Winnipeg
 
MB
 
—

 
1,664

 
489

 
—

 
2,153

 
17

 
7/28/2014
 
1989
Red Lobster
 
Annapolis
 
MD
 
—

 
—

 
644

 
—

 
644

 
20

 
7/28/2014
 
1985
Red Lobster
 
Columbia
 
MD
 
—

 
1,623

 
1,161

 
—

 
2,784

 
25

 
7/28/2014
 
1995
Red Lobster
 
Frederick
 
MD
 
—

 
—

 
319

 
—

 
319

 
21

 
7/28/2014
 
1997
Red Lobster
 
Gaithersburg
 
MD
 
—

 
1,378

 
1,653

 
—

 
3,031

 
25

 
7/28/2014
 
1977
Red Lobster
 
Hagerstown
 
MD
 
—

 
1,044

 
1,755

 
—

 
2,799

 
30

 
7/28/2014
 
1992
Red Lobster
 
Hanover
 
MD
 
—

 
1,399

 
1,904

 
—

 
3,303

 
36

 
7/28/2014
 
2011

F-206
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Lanham
 
MD
 
—

 
—

 
455

 
—

 
455

 
22

 
7/28/2014
 
1980
Red Lobster
 
Owings Mills
 
MD
 
—

 
—

 
229

 
—

 
229

 
14

 
7/28/2014
 
1989
Red Lobster
 
Salisbury
 
MD
 
—

 
1,070

 
1,868

 
—

 
2,938

 
33

 
7/28/2014
 
1992
Red Lobster
 
Suitland
 
MD
 
—

 
1,090

 
3,112

 
—

 
4,202

 
41

 
7/28/2014
 
1975
Red Lobster
 
Ann Arbor
 
MI
 
—

 
657

 
2,505

 
—

 
3,162

 
36

 
7/28/2014
 
1978
Red Lobster
 
Battle Creek
 
MI
 
—

 
202

 
1,827

 
—

 
2,029

 
29

 
7/28/2014
 
1979
Red Lobster
 
Bay City
 
MI
 
—

 
168

 
1,620

 
—

 
1,788

 
30

 
7/28/2014
 
1993
Red Lobster
 
Dearborn Heights
 
MI
 
—

 
822

 
2,156

 
—

 
2,978

 
31

 
7/28/2014
 
1975
Red Lobster
 
Flint
 
MI
 
—

 
505

 
2,266

 
—

 
2,771

 
33

 
7/28/2014
 
1976
Red Lobster
 
Fort Gratiot
 
MI
 
—

 
250

 
1,611

 
—

 
1,861

 
32

 
7/28/2014
 
2002
Red Lobster
 
Grandville
 
MI
 
—

 
1,055

 
1,479

 
—

 
2,534

 
31

 
7/28/2014
 
2001
Red Lobster
 
Jackson
 
MI
 
—

 
235

 
2,174

 
—

 
2,409

 
32

 
7/28/2014
 
1976
Red Lobster
 
Kentwood
 
MI
 
—

 
819

 
1,606

 
—

 
2,425

 
25

 
7/28/2014
 
1975
Red Lobster
 
Lansing
 
MI
 
—

 
—

 
1,534

 
—

 
1,534

 
41

 
7/28/2014
 
1976
Red Lobster
 
Livonia
 
MI
 
—

 
635

 
1,824

 
—

 
2,459

 
31

 
7/28/2014
 
1987
Red Lobster
 
Madison Heights
 
MI
 
—

 
756

 
2,527

 
—

 
3,283

 
36

 
7/28/2014
 
1974
Red Lobster
 
Marquette
 
MI
 
—

 
300

 
1,731

 
—

 
2,031

 
32

 
7/28/2014
 
1993
Red Lobster
 
Mt. Pleasant
 
MI
 
—

 
508

 
1,346

 
—

 
1,854

 
27

 
7/28/2014
 
1993
Red Lobster
 
Muskegon
 
MI
 
—

 
386

 
2,028

 
—

 
2,414

 
32

 
7/28/2014
 
1982
Red Lobster
 
Novi
 
MI
 
—

 
2,061

 
1,847

 
—

 
3,908

 
30

 
7/28/2014
 
1983
Red Lobster
 
Portage
 
MI
 
—

 
396

 
2,496

 
—

 
2,892

 
35

 
7/28/2014
 
1975
Red Lobster
 
Saginaw
 
MI
 
—

 
335

 
1,961

 
—

 
2,296

 
29

 
7/28/2014
 
1975
Red Lobster
 
Southgate
 
MI
 
—

 
611

 
2,531

 
—

 
3,142

 
40

 
7/28/2014
 
1990
Red Lobster
 
Sterling Heights
 
MI
 
—

 
759

 
3,215

 
—

 
3,974

 
46

 
7/28/2014
 
1985
Red Lobster
 
Traverse City
 
MI
 
—

 
1,036

 
1,121

 
—

 
2,157

 
25

 
7/28/2014
 
1996
Red Lobster
 
Warren
 
MI
 
—

 
349

 
2,656

 
—

 
3,005

 
37

 
7/28/2014
 
1975
Red Lobster
 
Westland
 
MI
 
—

 
478

 
2,551

 
—

 
3,029

 
36

 
7/28/2014
 
1975
Red Lobster
 
Blaine
 
MN
 
—

 
1,325

 
1,896

 
—

 
3,221

 
28

 
7/28/2014
 
1980
Red Lobster
 
Burnsville
 
MN
 
—

 
1,222

 
2,381

 
—

 
3,603

 
32

 
7/30/2014
 
1980

F-207
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Golden Valley
 
MN
 
—

 
1,136

 
1,365

 
—

 
2,501

 
20

 
7/28/2014
 
1975
Red Lobster
 
Mankato
 
MN
 
—

 
867

 
1,642

 
—

 
2,509

 
31

 
7/28/2014
 
1993
Red Lobster
 
Maple Grove
 
MN
 
—

 
963

 
1,901

 
—

 
2,864

 
33

 
7/28/2014
 
2001
Red Lobster
 
Maplewood
 
MN
 
—

 
1,196

 
1,359

 
—

 
2,555

 
22

 
7/28/2014
 
1983
Red Lobster
 
Oakdale
 
MN
 
—

 
697

 
2,157

 
—

 
2,854

 
32

 
7/28/2014
 
1989
Red Lobster
 
Rochester
 
MN
 
—

 
—

 
1,674

 
—

 
1,674

 
39

 
7/28/2014
 
1987
Red Lobster
 
Roseville
 
MN
 
—

 
1,291

 
1,298

 
—

 
2,589

 
19

 
7/28/2014
 
1975
Red Lobster
 
St. Cloud
 
MN
 
—

 
760

 
2,770

 
—

 
3,530

 
40

 
7/28/2014
 
1990
Red Lobster
 
Branson
 
MO
 
—

 
1,496

 
1,074

 
—

 
2,570

 
17

 
7/30/2014
 
2000
Red Lobster
 
Bridgeton
 
MO
 
—

 
1,128

 
2,003

 
—

 
3,131

 
30

 
7/28/2014
 
1973
Red Lobster
 
Cape Girardeau
 
MO
 
—

 
1,412

 
1,103

 
—

 
2,515

 
25

 
7/28/2014
 
1994
Red Lobster
 
Chesterfield
 
MO
 
—

 
—

 
1,762

 
—

 
1,762

 
51

 
7/28/2014
 
1973
Red Lobster
 
Crestwood
 
MO
 
—

 
518

 
1,466

 
—

 
1,984

 
23

 
7/28/2014
 
1975
Red Lobster
 
Independence
 
MO
 
—

 
1,122

 
1,883

 
—

 
3,005

 
27

 
7/28/2014
 
1973
Red Lobster
 
Jefferson City
 
MO
 
—

 
593

 
1,092

 
—

 
1,685

 
20

 
7/28/2014
 
1995
Red Lobster
 
Joplin
 
MO
 
—

 
1,119

 
1,492

 
—

 
2,611

 
25

 
7/30/2014
 
1981
Red Lobster
 
Lee's Summit
 
MO
 
—

 
1,408

 
1,424

 
—

 
2,832

 
31

 
7/28/2014
 
2010
Red Lobster
 
Springfield
 
MO
 
—

 
—

 
1,510

 
—

 
1,510

 
62

 
7/28/2014
 
1972
Red Lobster
 
St. Joseph
 
MO
 
—

 
1,023

 
1,002

 
—

 
2,025

 
18

 
7/28/2014
 
1979
Red Lobster
 
St. Peters
 
MO
 
—

 
—

 
1,543

 
—

 
1,543

 
64

 
7/28/2014
 
1976
Red Lobster
 
St.Louis
 
MO
 
—

 
1,387

 
2,662

 
—

 
4,049

 
36

 
7/28/2014
 
1972
Red Lobster
 
Hattiesburg
 
MS
 
—

 
457

 
1,478

 
—

 
1,935

 
29

 
7/30/2014
 
1996
Red Lobster
 
Jackson
 
MS
 
—

 
1,128

 
2,851

 
—

 
3,979

 
40

 
7/28/2014
 
1977
Red Lobster
 
Meridian
 
MS
 
—

 
—

 
872

 
—

 
872

 
29

 
7/28/2014
 
1996
Red Lobster
 
Southaven
 
MS
 
—

 
668

 
2,640

 
—

 
3,308

 
35

 
7/28/2014
 
1972
Red Lobster
 
Tupelo
 
MS
 
—

 
626

 
1,703

 
—

 
2,329

 
31

 
7/30/2014
 
1994
Red Lobster
 
Billings
 
MT
 
—

 
1,005

 
2,436

 
—

 
3,441

 
40

 
7/28/2014
 
1993


F-208
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Asheville
 
NC
 
—

 
544

 
2,865

 
—

 
3,409

 
40

 
7/28/2014
 
1980
Red Lobster
 
Burlington
 
NC
 
—

 
1,208

 
403

 
—

 
1,611

 
20

 
7/28/2014
 
2011
Red Lobster
 
Cary
 
NC
 
—

 
1,933

 
1,118

 
—

 
3,051

 
24

 
7/28/2014
 
1992
Red Lobster
 
Concord
 
NC
 
—

 
—

 
1,506

 
—

 
1,506

 
49

 
7/28/2014
 
2002
Red Lobster
 
Fayetteville
 
NC
 
—

 
675

 
2,908

 
—

 
3,583

 
37

 
7/28/2014
 
1978
Red Lobster
 
Greensboro
 
NC
 
—

 
1,372

 
1,785

 
—

 
3,157

 
26

 
7/28/2014
 
1972
Red Lobster
 
Greenville
 
NC
 
—

 
1,139

 
846

 
—

 
1,985

 
21

 
7/28/2014
 
1991
Red Lobster
 
Hickory
 
NC
 
—

 
630

 
1,660

 
—

 
2,290

 
26

 
7/28/2014
 
1989
Red Lobster
 
Jacksonville
 
NC
 
—

 
1,006

 
1,050

 
—

 
2,056

 
25

 
7/28/2014
 
1995
Red Lobster
 
Matthews
 
NC
 
—

 
1,949

 
495

 
—

 
2,444

 
21

 
7/28/2014
 
2012
Red Lobster
 
Pineville
 
NC
 
—

 
1,314

 
2,510

 
—

 
3,824

 
38

 
7/28/2014
 
1992
Red Lobster
 
Raleigh
 
NC
 
—

 
946

 
2,183

 
—

 
3,129

 
30

 
7/28/2014
 
1983
Red Lobster
 
Rocky Mount
 
NC
 
—

 
795

 
1,005

 
—

 
1,800

 
23

 
7/28/2014
 
1991
Red Lobster
 
Winston-Salem
 
NC
 
—

 
1,679

 
610

 
—

 
2,289

 
13

 
7/28/2014
 
1972
Red Lobster
 
Bismarck
 
ND
 
—

 
831

 
3,321

 
—

 
4,152

 
45

 
7/28/2014
 
1990
Red Lobster
 
Fargo
 
ND
 
—

 
888

 
2,933

 
—

 
3,821

 
41

 
7/28/2014
 
1981
Red Lobster
 
Grand Forks
 
ND
 
—

 
876

 
1,694

 
—

 
2,570

 
31

 
7/28/2014
 
1992
Red Lobster
 
Kearney
 
NE
 
—

 
678

 
1,109

 
—

 
1,787

 
25

 
7/28/2014
 
1996
Red Lobster
 
Lincoln
 
NE
 
—

 
—

 
254

 
—

 
254

 
13

 
7/28/2014
 
1977
Red Lobster
 
Omaha
 
NE
 
—

 
933

 
1,075

 
—

 
2,008

 
19

 
7/28/2014
 
1974
Red Lobster
 
Cherry Hill
 
NJ
 
—

 
—

 
2,274

 
—

 
2,274

 
70

 
7/28/2014
 
1984
Red Lobster
 
Delran
 
NJ
 
—

 
887

 
1,671

 
—

 
2,558

 
29

 
7/28/2014
 
1988
Red Lobster
 
Deptford
 
NJ
 
—

 
—

 
1,608

 
—

 
1,608

 
53

 
7/28/2014
 
1991
Red Lobster
 
East Brunswick
 
NJ
 
—

 
1,323

 
1,959

 
—

 
3,282

 
29

 
7/28/2014
 
1979
Red Lobster
 
Lawrenceville
 
NJ
 
—

 
976

 
1,992

 
—

 
2,968

 
29

 
7/28/2014
 
1977
Red Lobster
 
Oakhurst
 
NJ
 
—

 
1,112

 
1,521

 
—

 
2,633

 
23

 
7/28/2014
 
1977
Red Lobster
 
Vineland
 
NJ
 
—

 
—

 
1,779

 
—

 
1,779

 
43

 
7/28/2014
 
1995
Red Lobster
 
Albuquerque
 
NM
 
—

 
1,025

 
2,092

 
—

 
3,117

 
38

 
7/28/2014
 
2002
Red Lobster
 
Clovis
 
NM
 
—

 
—

 
318

 
—

 
318

 
18

 
7/28/2014
 
1995
Red Lobster
 
Farmington
 
NM
 
—

 
855

 
2,287

 
—

 
3,142

 
37

 
7/28/2014
 
1992

F-209
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Las Cruces
 
NM
 
—

 
1,107

 
1,400

 
—

 
2,507

 
27

 
7/28/2014
 
1991
Red Lobster
 
Roswell
 
NM
 
—

 
354

 
1,248

 
—

 
1,602

 
26

 
7/30/2014
 
1994
Red Lobster
 
Santa Fe
 
NM
 
—

 
876

 
1,440

 
—

 
2,316

 
28

 
7/30/2014
 
1990
Red Lobster
 
Henderson
 
NV
 
—

 
803

 
2,361

 
—

 
3,164

 
40

 
7/28/2014
 
2001
Red Lobster
 
Las Vegas
 
NV
 
—

 
547

 
2,653

 
—

 
3,200

 
39

 
7/30/2014
 
1982
Red Lobster
 
Reno
 
NV
 
—

 
841

 
2,133

 
—

 
2,974

 
36

 
7/28/2014
 
1990
Red Lobster
 
Amherst
 
NY
 
—

 
1,344

 
1,271

 
—

 
2,615

 
24

 
7/28/2014
 
1980
Red Lobster
 
Amherst
 
NY
 
—

 
991

 
2,779

 
—

 
3,770

 
42

 
7/28/2014
 
1981
Red Lobster
 
Brooklyn
 
NY
 
—

 
—

 
5,897

 
—

 
5,897

 
160

 
7/28/2014
 
2003
Red Lobster
 
Buffalo
 
NY
 
—

 
1,161

 
1,386

 
—

 
2,547

 
27

 
7/28/2014
 
1986
Red Lobster
 
Colonie
 
NY
 
—

 
1,014

 
3,500

 
—

 
4,514

 
48

 
7/28/2014
 
1976
Red Lobster
 
Henrietta
 
NY
 
—

 
956

 
2,934

 
—

 
3,890

 
42

 
7/28/2014
 
1976
Red Lobster
 
Hicksville
 
NY
 
—

 
—

 
870

 
—

 
870

 
29

 
7/28/2014
 
1982
Red Lobster
 
Liverpool
 
NY
 
—

 
900

 
2,088

 
—

 
2,988

 
31

 
7/28/2014
 
1975
Red Lobster
 
Nanuet
 
NY
 
—

 
2,533

 
767

 
—

 
3,300

 
15

 
7/28/2014
 
1980
Red Lobster
 
Poughkeepsie
 
NY
 
—

 
1,987

 
669

 
—

 
2,656

 
15

 
7/28/2014
 
1981
Red Lobster
 
Rochester
 
NY
 
—

 
756

 
2,122

 
—

 
2,878

 
35

 
7/28/2014
 
1985
Red Lobster
 
Ronkonkoma
 
NY
 
—

 
—

 
1,109

 
—

 
1,109

 
37

 
7/28/2014
 
2005
Red Lobster
 
Stony Brook
 
NY
 
—

 
2,176

 
923

 
—

 
3,099

 
15

 
7/28/2014
 
1976
Red Lobster
 
Valley Stream
 
NY
 
—

 
—

 
1,417

 
—

 
1,417

 
48

 
7/28/2014
 
1983
Red Lobster
 
Vestal
 
NY
 
—

 
1,027

 
2,255

 
—

 
3,282

 
33

 
7/28/2014
 
1976
Red Lobster
 
Watertown
 
NY
 
—

 
807

 
1,586

 
—

 
2,393

 
31

 
7/28/2014
 
1993
Red Lobster
 
Yonkers
 
NY
 
—

 
—

 
894

 
—

 
894

 
31

 
7/28/2014
 
2012
Red Lobster
 
Akron
 
OH
 
—

 
—

 
1,398

 
—

 
1,398

 
44

 
7/28/2014
 
1981
Red Lobster
 
Beavercreek
 
OH
 
—

 
551

 
2,334

 
—

 
2,885

 
38

 
7/28/2014
 
1994
Red Lobster
 
Canton
 
OH
 
—

 
398

 
2,596

 
—

 
2,994

 
35

 
7/28/2014
 
1974
Red Lobster
 
Cincinnati
 
OH
 
—

 
799

 
1,915

 
—

 
2,714

 
26

 
7/28/2014
 
1974
Red Lobster
 
Cincinnati
 
OH
 
—

 
510

 
2,877

 
—

 
3,387

 
37

 
7/28/2014
 
1974
Red Lobster
 
Cincinnati
 
OH
 
—

 
1,484

 
1,687

 
—

 
3,171

 
24

 
7/28/2014
 
1977
Red Lobster
 
Cincinnati
 
OH
 
—

 
365

 
2,344

 
—

 
2,709

 
32

 
7/28/2014
 
1980

F-210
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Columbus
 
OH
 
—

 
—

 
1,100

 
—

 
1,100

 
39

 
7/28/2014
 
2002
Red Lobster
 
Columbus
 
OH
 
—

 
728

 
1,717

 
—

 
2,445

 
26

 
7/28/2014
 
1981
Red Lobster
 
Columbus
 
OH
 
—

 
787

 
2,123

 
—

 
2,910

 
29

 
7/28/2014
 
1973
Red Lobster
 
Cuyahoga Falls
 
OH
 
—

 
306

 
2,511

 
—

 
2,817

 
34

 
7/28/2014
 
1974
Red Lobster
 
Dublin
 
OH
 
—

 
—

 
873

 
—

 
873

 
27

 
7/28/2014
 
1990
Red Lobster
 
Lancaster
 
OH
 
—

 
737

 
1,570

 
—

 
2,307

 
27

 
7/28/2014
 
1991
Red Lobster
 
Lima
 
OH
 
—

 
843

 
658

 
—

 
1,501

 
19

 
7/28/2014
 
1991
Red Lobster
 
Mansfield
 
OH
 
—

 
335

 
1,697

 
—

 
2,032

 
25

 
7/28/2014
 
1977
Red Lobster
 
Maumee
 
OH
 
—

 
505

 
2,067

 
—

 
2,572

 
31

 
7/28/2014
 
1974
Red Lobster
 
Mentor
 
OH
 
—

 
651

 
2,129

 
—

 
2,780

 
31

 
7/30/2014
 
1977
Red Lobster
 
Miamisburg
 
OH
 
—

 
612

 
2,615

 
—

 
3,227

 
33

 
7/28/2014
 
1974
Red Lobster
 
New Philadelphia
 
OH
 
—

 
232

 
1,349

 
—

 
1,581

 
26

 
7/28/2014
 
1991
Red Lobster
 
Niles
 
OH
 
—

 
—

 
1,799

 
—

 
1,799

 
49

 
7/28/2014
 
1982
Red Lobster
 
North Olmsted
 
OH
 
—

 
—

 
2,291

 
—

 
2,291

 
54

 
7/28/2014
 
1974
Red Lobster
 
Parma
 
OH
 
—

 
466

 
2,156

 
—

 
2,622

 
30

 
7/28/2014
 
1975
Red Lobster
 
Sandusky
 
OH
 
—

 
1,290

 
1,126

 
—

 
2,416

 
22

 
7/30/2014
 
1986
Red Lobster
 
Springfield
 
OH
 
—

 
526

 
1,345

 
—

 
1,871

 
27

 
7/28/2014
 
1996
Red Lobster
 
St. Clairsville
 
OH
 
—

 
—

 
853

 
—

 
853

 
42

 
7/28/2014
 
1997
Red Lobster
 
Toledo
 
OH
 
—

 
732

 
2,112

 
—

 
2,844

 
32

 
7/28/2014
 
1974
Red Lobster
 
Wooster
 
OH
 
—

 
200

 
1,205

 
—

 
1,405

 
25

 
7/28/2014
 
1995
Red Lobster
 
Youngstown
 
OH
 
—

 
214

 
2,477

 
—

 
2,691

 
36

 
7/28/2014
 
1982
Red Lobster
 
Zanesville
 
OH
 
—

 
729

 
1,205

 
—

 
1,934

 
22

 
7/28/2014
 
1992
Red Lobster
 
Lawton
 
OK
 
—

 
478

 
1,760

 
—

 
2,238

 
28

 
7/28/2014
 
1981
Red Lobster
 
Muskogee
 
OK
 
—

 
399

 
1,707

 
—

 
2,106

 
31

 
7/28/2014
 
1995
Red Lobster
 
Norman
 
OK
 
—

 
341

 
2,569

 
—

 
2,910

 
36

 
7/28/2014
 
1982
Red Lobster
 
Oklahoma City
 
OK
 
—

 
610

 
2,681

 
—

 
3,291

 
36

 
7/28/2014
 
1980
Red Lobster
 
Oklahoma City
 
OK
 
—

 
623

 
2,000

 
—

 
2,623

 
28

 
7/28/2014
 
1977
Red Lobster
 
Oklahoma City
 
OK
 
—

 
800

 
1,960

 
—

 
2,760

 
31

 
7/28/2014
 
1991
Red Lobster
 
Shawnee
 
OK
 
—

 
437

 
1,744

 
—

 
2,181

 
29

 
7/28/2014
 
1995
Red Lobster
 
Tulsa
 
OK
 
—

 
847

 
2,084

 
—

 
2,931

 
30

 
7/28/2014
 
1976

F-211
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Tulsa
 
OK
 
—

 
599

 
2,285

 
—

 
2,884

 
36

 
7/28/2014
 
1987
Red Lobster
 
Barrie
 
ON
 
—

 
1,815

 
317

 
—

 
2,132

 
14

 
7/28/2014
 
1986
Red Lobster
 
Brampton
 
ON
 
—

 
1,249

 
1,396

 
—

 
2,645

 
24

 
7/28/2014
 
1986
Red Lobster
 
Burlington
 
ON
 
—

 
1,884

 
1,652

 
—

 
3,536

 
27

 
7/28/2014
 
1985
Red Lobster
 
Kitchener
 
ON
 
—

 
1,397

 
554

 
—

 
1,951

 
17

 
7/28/2014
 
1986
Red Lobster
 
London
 
ON
 
—

 
1,502

 
649

 
—

 
2,151

 
18

 
7/28/2014
 
1986
Red Lobster
 
Niagara Falls
 
ON
 
—

 
1,094

 
1,402

 
—

 
2,496

 
26

 
7/28/2014
 
1986
Red Lobster
 
Oshawa
 
ON
 
—

 
955

 
775

 
—

 
1,730

 
16

 
7/28/2014
 
1986
Red Lobster
 
Ottawa
 
ON
 
—

 
1,686

 
938

 
—

 
2,624

 
18

 
7/28/2014
 
1986
Red Lobster
 
Scarborough
 
ON
 
—

 
2,910

 
1,260

 
—

 
4,170

 
22

 
7/28/2014
 
1985
Red Lobster
 
Sudbury
 
ON
 
—

 
1,149

 
645

 
—

 
1,794

 
19

 
7/28/2014
 
1989
Red Lobster
 
Windsor
 
ON
 
—

 
870

 
648

 
—

 
1,518

 
18

 
7/28/2014
 
1983
Red Lobster
 
Medford
 
OR
 
—

 
2,212

 
394

 
—

 
2,606

 
16

 
7/28/2014
 
1991
Red Lobster
 
Salem
 
OR
 
—

 
1,132

 
1,391

 
—

 
2,523

 
27

 
7/28/2014
 
1993
Red Lobster
 
Bartonsville
 
PA
 
—

 
—

 
2,389

 
—

 
2,389

 
57

 
7/28/2014
 
2010
Red Lobster
 
Chambersburg
 
PA
 
—

 
694

 
1,212

 
—

 
1,906

 
25

 
7/28/2014
 
1991
Red Lobster
 
Du Bois
 
PA
 
—

 
317

 
981

 
—

 
1,298

 
22

 
7/28/2014
 
1995
Red Lobster
 
Erie
 
PA
 
—

 
600

 
1,800

 
—

 
2,400

 
27

 
7/28/2014
 
1987
Red Lobster
 
Greensburg
 
PA
 
—

 
748

 
2,432

 
—

 
3,180

 
35

 
7/28/2014
 
1989
Red Lobster
 
Hanover
 
PA
 
—

 
446

 
1,870

 
—

 
2,316

 
33

 
7/28/2014
 
1995
Red Lobster
 
Hermitage
 
PA
 
—

 
904

 
1,523

 
—

 
2,427

 
28

 
7/28/2014
 
1993
Red Lobster
 
Johnstown
 
PA
 
—

 
789

 
1,799

 
—

 
2,588

 
31

 
7/28/2014
 
1993
Red Lobster
 
King of Prussia
 
PA
 
—

 
1,112

 
2,246

 
—

 
3,358

 
37

 
7/28/2014
 
1996
Red Lobster
 
Lancaster
 
PA
 
—

 
—

 
2,968

 
—

 
2,968

 
60

 
7/28/2014
 
1977
Red Lobster
 
Langhorne
 
PA
 
—

 
979

 
2,735

 
—

 
3,714

 
43

 
7/28/2014
 
1996
Red Lobster
 
Mechanicsburg
 
PA
 
—

 
676

 
2,656

 
—

 
3,332

 
37

 
7/28/2014
 
1976
Red Lobster
 
Monroeville
 
PA
 
—

 
913

 
1,924

 
—

 
2,837

 
26

 
7/28/2014
 
1977
Red Lobster
 
Philadelphia
 
PA
 
—

 
—

 
1,902

 
—

 
1,902

 
41

 
7/28/2014
 
1977
Red Lobster
 
Pittsburgh
 
PA
 
—

 
—

 
1,379

 
—

 
1,379

 
44

 
7/28/2014
 
1976
Red Lobster
 
Pittsburgh
 
PA
 
—

 
1,352

 
1,190

 
—

 
2,542

 
19

 
7/28/2014
 
1977

F-212
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Pittsburgh
 
PA
 
—

 
1,641

 
1,096

 
—

 
2,737

 
19

 
7/28/2014
 
1987
Red Lobster
 
Pottstown
 
PA
 
—

 
—

 
1,115

 
—

 
1,115

 
58

 
7/28/2014
 
1995
Red Lobster
 
Scranton
 
PA
 
—

 
—

 
1,563

 
—

 
1,563

 
56

 
7/28/2014
 
2001
Red Lobster
 
Springfield
 
PA
 
—

 
1,571

 
2,344

 
—

 
3,915

 
37

 
7/28/2014
 
1983
Red Lobster
 
State College
 
PA
 
—

 
—

 
1,026

 
—

 
1,026

 
48

 
7/28/2014
 
1999
Red Lobster
 
Washington
 
PA
 
—

 
—

 
694

 
—

 
694

 
21

 
7/28/2014
 
1976
Red Lobster
 
Whitehall
 
PA
 
—

 
—

 
2,155

 
—

 
2,155

 
71

 
7/28/2014
 
1977
Red Lobster
 
Aiken
 
SC
 
—

 
780

 
1,247

 
—

 
2,027

 
24

 
7/28/2014
 
1991
Red Lobster
 
Columbia
 
SC
 
—

 
—

 
918

 
—

 
918

 
29

 
7/28/2014
 
1980
Red Lobster
 
Florence
 
SC
 
—

 
779

 
1,506

 
—

 
2,285

 
28

 
7/28/2014
 
1990
Red Lobster
 
Myrtle Beach
 
SC
 
—

 
—

 
462

 
—

 
462

 
25

 
7/28/2014
 
2006
Red Lobster
 
Myrtle Beach
 
SC
 
—

 
1,162

 
1,038

 
—

 
2,200

 
24

 
7/28/2014
 
1995
Red Lobster
 
North Charleston
 
SC
 
—

 
862

 
1,702

 
—

 
2,564

 
27

 
7/28/2014
 
1978
Red Lobster
 
Spartanburg
 
SC
 
—

 
—

 
1,136

 
—

 
1,136

 
28

 
7/28/2014
 
1973
Red Lobster
 
Sumter
 
SC
 
—

 
988

 
1,117

 
—

 
2,105

 
25

 
7/28/2014
 
1995
Red Lobster
 
Regina
 
SK
 
—

 
1,698

 
548

 
—

 
2,246

 
17

 
7/28/2014
 
1989
Red Lobster
 
Saskatoon
 
SK
 
—

 
1,579

 
1,359

 
—

 
2,938

 
26

 
7/28/2014
 
1990
Red Lobster
 
Chattanooga
 
TN
 
—

 
1,419

 
1,188

 
—

 
2,607

 
19

 
7/28/2014
 
1980
Red Lobster
 
Chattanooga
 
TN
 
—

 
1,548

 
2,575

 
—

 
4,123

 
33

 
7/28/2014
 
1972
Red Lobster
 
Clarksville
 
TN
 
—

 
543

 
2,223

 
—

 
2,766

 
34

 
7/28/2014
 
1990
Red Lobster
 
Cookeville
 
TN
 
—

 
532

 
1,205

 
—

 
1,737

 
23

 
7/28/2014
 
1995
Red Lobster
 
Franklin
 
TN
 
—

 
1,660

 
757

 
—

 
2,417

 
18

 
7/30/2014
 
1992
Red Lobster
 
Jackson
 
TN
 
—

 
822

 
1,427

 
—

 
2,249

 
28

 
7/28/2014
 
1995
Red Lobster
 
Johnson City
 
TN
 
—

 
1,223

 
1,552

 
—

 
2,775

 
26

 
7/28/2014
 
1981
Red Lobster
 
Knoxville
 
TN
 
—

 
1,149

 
1,720

 
—

 
2,869

 
26

 
7/28/2014
 
1972
Red Lobster
 
Knoxville
 
TN
 
—

 
1,503

 
1,383

 
—

 
2,886

 
23

 
7/28/2014
 
1978
Red Lobster
 
Madison
 
TN
 
—

 
1,074

 
2,028

 
—

 
3,102

 
27

 
7/28/2014
 
1972
Red Lobster
 
Memphis
 
TN
 
—

 
1,293

 
1,710

 
—

 
3,003

 
29

 
7/28/2014
 
1984
Red Lobster
 
Memphis
 
TN
 
—

 
1,602

 
2,290

 
—

 
3,892

 
31

 
7/28/2014
 
1972
Red Lobster
 
Mt. Juliet
 
TN
 
—

 
1,227

 
773

 
—

 
2,000

 
22

 
7/28/2014
 
2009

F-213
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Murfreesboro
 
TN
 
—

 
1,205

 
873

 
—

 
2,078

 
19

 
7/28/2014
 
1992
Red Lobster
 
Sevierville
 
TN
 
—

 
—

 
1,062

 
—

 
1,062

 
40

 
7/28/2014
 
2002
Red Lobster
 
Abilene
 
TX
 
—

 
209

 
1,976

 
—

 
2,185

 
30

 
7/30/2014
 
1980
Red Lobster
 
Amarillo
 
TX
 
—

 
590

 
2,342

 
—

 
2,932

 
33

 
7/28/2014
 
1976
Red Lobster
 
Arlington
 
TX
 
—

 
738

 
3,253

 
—

 
3,991

 
44

 
7/28/2014
 
1989
Red Lobster
 
Austin
 
TX
 
—

 
1,060

 
2,091

 
—

 
3,151

 
30

 
7/28/2014
 
1974
Red Lobster
 
Austin
 
TX
 
—

 
1,172

 
1,275

 
—

 
2,447

 
19

 
7/28/2014
 
1981
Red Lobster
 
Baytown
 
TX
 
—

 
537

 
1,255

 
—

 
1,792

 
22

 
7/28/2014
 
1984
Red Lobster
 
Beaumont
 
TX
 
—

 
610

 
604

 
—

 
1,214

 
13

 
7/30/2014
 
1976
Red Lobster
 
Brownsville
 
TX
 
—

 
427

 
1,638

 
—

 
2,065

 
29

 
7/28/2014
 
1990
Red Lobster
 
Burleson
 
TX
 
—

 
—

 
356

 
—

 
356

 
21

 
7/28/2014
 
2003
Red Lobster
 
College Station
 
TX
 
—

 
—

 
643

 
—

 
643

 
22

 
7/28/2014
 
1983
Red Lobster
 
Conroe
 
TX
 
—

 
—

 
557

 
—

 
557

 
25

 
7/28/2014
 
2011
Red Lobster
 
Corpus Christi
 
TX
 
—

 
1,246

 
2,325

 
—

 
3,571

 
33

 
7/28/2014
 
1975
Red Lobster
 
Dallas
 
TX
 
—

 
1,025

 
2,298

 
—

 
3,323

 
32

 
7/28/2014
 
1973
Red Lobster
 
Denton
 
TX
 
—

 
832

 
2,044

 
—

 
2,876

 
35

 
7/28/2014
 
1991
Red Lobster
 
Duncanville
 
TX
 
—

 
361

 
2,658

 
—

 
3,019

 
36

 
7/28/2014
 
1974
Red Lobster
 
El Paso
 
TX
 
—

 
—

 
414

 
—

 
414

 
23

 
7/28/2014
 
1976
Red Lobster
 
El Paso
 
TX
 
—

 
—

 
883

 
—

 
883

 
29

 
7/28/2014
 
2008
Red Lobster
 
El Paso
 
TX
 
—

 
721

 
1,825

 
—

 
2,546

 
29

 
7/28/2014
 
1982
Red Lobster
 
Fort Worth
 
TX
 
—

 
—

 
239

 
—

 
239

 
13

 
7/28/2014
 
1982
Red Lobster
 
Frisco
 
TX
 
—

 
1,676

 
1,339

 
—

 
3,015

 
27

 
7/30/2014
 
2001
Red Lobster
 
Greenville
 
TX
 
—

 
206

 
1,688

 
—

 
1,894

 
30

 
7/28/2014
 
1995


F-214
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Houston
 
TX
 
—

 
—

 
398

 
—

 
398

 
22

 
7/28/2014
 
1974
Red Lobster
 
Houston
 
TX
 
—

 
960

 
1,833

 
—

 
2,793

 
28

 
7/28/2014
 
1981
Red Lobster
 
Humble
 
TX
 
—

 
—

 
1,087

 
—

 
1,087

 
31

 
7/28/2014
 
1980
Red Lobster
 
Irving
 
TX
 
—

 
1,240

 
1,667

 
—

 
2,907

 
24

 
7/30/2014
 
1973
Red Lobster
 
Katy
 
TX
 
—

 
1,439

 
896

 
—

 
2,335

 
22

 
7/28/2014
 
2001
Red Lobster
 
Killeen
 
TX
 
—

 
732

 
1,935

 
—

 
2,667

 
32

 
7/28/2014
 
1991
Red Lobster
 
Lake Jackson
 
TX
 
—

 
393

 
1,190

 
—

 
1,583

 
21

 
7/28/2014
 
1984
Red Lobster
 
Laredo
 
TX
 
—

 
—

 
819

 
—

 
819

 
33

 
7/28/2014
 
2003
Red Lobster
 
Lewisville
 
TX
 
—

 
1,087

 
1,626

 
—

 
2,713

 
24

 
7/28/2014
 
1973
Red Lobster
 
Longview
 
TX
 
—

 
324

 
2,625

 
—

 
2,949

 
38

 
7/28/2014
 
1981
Red Lobster
 
Lubbock
 
TX
 
—

 
1,103

 
1,494

 
—

 
2,597

 
24

 
7/28/2014
 
1976
Red Lobster
 
Lufkin
 
TX
 
—

 
15

 
1,732

 
—

 
1,747

 
32

 
7/28/2014
 
1996
Red Lobster
 
McAllen
 
TX
 
—

 
1,175

 
2,280

 
—

 
3,455

 
34

 
7/28/2014
 
1981
Red Lobster
 
McAllen
 
TX
 
—

 
960

 
1,647

 
—

 
2,607

 
33

 
7/28/2014
 
2010
Red Lobster
 
Mesquite
 
TX
 
—

 
649

 
3,200

 
—

 
3,849

 
45

 
7/28/2014
 
1986
Red Lobster
 
N. Richland Hills
 
TX
 
—

 
493

 
2,889

 
—

 
3,382

 
40

 
7/28/2014
 
1978
Red Lobster
 
Odessa
 
TX
 
—

 
731

 
3,129

 
—

 
3,860

 
43

 
7/28/2014
 
1976
Red Lobster
 
Pasadena
 
TX
 
—

 
675

 
928

 
—

 
1,603

 
16

 
7/28/2014
 
1978
Red Lobster
 
Plano
 
TX
 
—

 
1,340

 
2,058

 
—

 
3,398

 
30

 
7/28/2014
 
1981
Red Lobster
 
Round Rock
 
TX
 
—

 
1,335

 
1,763

 
—

 
3,098

 
33

 
7/28/2014
 
2001
Red Lobster
 
San Angelo
 
TX
 
—

 
512

 
3,433

 
—

 
3,945

 
48

 
7/28/2014
 
1984
Red Lobster
 
San Antonio
 
TX
 
—

 
—

 
963

 
—

 
963

 
23

 
7/28/2014
 
1974
Red Lobster
 
San Antonio
 
TX
 
—

 
1,369

 
459

 
—

 
1,828

 
20

 
7/28/2014
 
2010
Red Lobster
 
San Antonio
 
TX
 
—

 
474

 
1,491

 
—

 
1,965

 
25

 
7/28/2014
 
1984
Red Lobster
 
San Antonio
 
TX
 
—

 
994

 
2,151

 
—

 
3,145

 
30

 
7/28/2014
 
1975
Red Lobster
 
San Antonio
 
TX
 
—

 
789

 
1,793

 
—

 
2,582

 
36

 
7/28/2014
 
2008
Red Lobster
 
San Antonio
 
TX
 
—

 
1,592

 
588

 
—

 
2,180

 
15

 
7/28/2014
 
1985
Red Lobster
 
San Marcos
 
TX
 
—

 
713

 
979

 
—

 
1,692

 
22

 
7/28/2014
 
1996

F-215
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Shenandoah
 
TX
 
—

 
740

 
1,578

 
—

 
2,318

 
25

 
7/28/2014
 
1981
Red Lobster
 
Sherman
 
TX
 
—

 
675

 
1,923

 
—

 
2,598

 
34

 
7/28/2014
 
1990
Red Lobster
 
Sugar Land
 
TX
 
—

 
—

 
708

 
—

 
708

 
22

 
7/28/2014
 
1981
Red Lobster
 
Texarkana
 
TX
 
—

 
73

 
2,148

 
—

 
2,221

 
34

 
7/28/2014
 
1986
Red Lobster
 
Tyler
 
TX
 
—

 
884

 
1,755

 
—

 
2,639

 
28

 
7/28/2014
 
1982
Red Lobster
 
Victoria
 
TX
 
—

 
478

 
1,905

 
—

 
2,383

 
30

 
7/28/2014
 
1984
Red Lobster
 
Webster
 
TX
 
—

 
909

 
1,907

 
—

 
2,816

 
29

 
7/28/2014
 
1982
Red Lobster
 
Wichita Falls
 
TX
 
—

 
345

 
1,706

 
—

 
2,051

 
27

 
7/28/2014
 
1980
Red Lobster
 
Layton
 
UT
 
—

 
1,577

 
1,333

 
—

 
2,910

 
28

 
7/28/2014
 
1993
Red Lobster
 
Murray
 
UT
 
—

 
1,391

 
2,367

 
—

 
3,758

 
39

 
7/28/2014
 
1992
Red Lobster
 
Orem
 
UT
 
—

 
1,246

 
1,346

 
—

 
2,592

 
29

 
7/28/2014
 
2001
Red Lobster
 
Saint George
 
UT
 
—

 
797

 
1,387

 
—

 
2,184

 
28

 
7/28/2014
 
1996
Red Lobster
 
Alexandria
 
VA
 
—

 
1,516

 
1,991

 
—

 
3,507

 
28

 
7/28/2014
 
1977
Red Lobster
 
Bristol
 
VA
 
—

 
816

 
1,175

 
—

 
1,991

 
24

 
7/28/2014
 
2005
Red Lobster
 
Charlottesville
 
VA
 
—

 
—

 
1,021

 
—

 
1,021

 
28

 
7/28/2014
 
1986
Red Lobster
 
Chesapeake
 
VA
 
—

 
1,262

 
1,374

 
—

 
2,636

 
23

 
7/28/2014
 
1992
Red Lobster
 
Christiansburg
 
VA
 
—

 
447

 
1,657

 
—

 
2,104

 
31

 
7/28/2014
 
1996
Red Lobster
 
Colonial Heights
 
VA
 
—

 
1,095

 
1,409

 
—

 
2,504

 
28

 
7/28/2014
 
1993
Red Lobster
 
Fairfax
 
VA
 
—

 
2,163

 
425

 
—

 
2,588

 
10

 
7/28/2014
 
1977
Red Lobster
 
Fredericksburg
 
VA
 
—

 
1,088

 
1,971

 
—

 
3,059

 
33

 
7/28/2014
 
1991
Red Lobster
 
Harrisonburg
 
VA
 
—

 
465

 
1,369

 
—

 
1,834

 
28

 
7/28/2014
 
1993
Red Lobster
 
Lynchburg
 
VA
 
—

 
983

 
1,378

 
—

 
2,361

 
25

 
7/28/2014
 
1982
Red Lobster
 
Manassas
 
VA
 
—

 
1,800

 
941

 
—

 
2,741

 
21

 
7/28/2014
 
1993
Red Lobster
 
Midlothian
 
VA
 
—

 
—

 
655

 
—

 
655

 
30

 
7/28/2014
 
2003
Red Lobster
 
Newport News
 
VA
 
—

 
952

 
1,536

 
—

 
2,488

 
25

 
7/28/2014
 
1976
Red Lobster
 
Richmond
 
VA
 
—

 
992

 
1,729

 
—

 
2,721

 
32

 
7/28/2014
 
2009
Red Lobster
 
Richmond
 
VA
 
—

 
1,344

 
1,517

 
—

 
2,861

 
25

 
7/28/2014
 
1978
Red Lobster
 
Sterling
 
VA
 
—

 
—

 
646

 
—

 
646

 
29

 
7/28/2014
 
2001

F-216
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Virginia Beach
 
VA
 
—

 
1,039

 
1,692

 
—

 
2,731

 
26

 
7/28/2014
 
1975
Red Lobster
 
Virginia Beach
 
VA
 
—

 
820

 
1,805

 
—

 
2,625

 
29

 
7/28/2014
 
1981
Red Lobster
 
Williamsburg
 
VA
 
—

 
1,064

 
1,096

 
—

 
2,160

 
24

 
7/28/2014
 
1993
Red Lobster
 
Winchester
 
VA
 
—

 
—

 
357

 
—

 
357

 
21

 
7/28/2014
 
2006
Red Lobster
 
Woodbridge
 
VA
 
—

 
1,052

 
2,096

 
—

 
3,148

 
33

 
7/28/2014
 
1989
Red Lobster
 
Kelso
 
WA
 
—

 
550

 
1,573

 
—

 
2,123

 
28

 
7/28/2014
 
1994
Red Lobster
 
Kennewick
 
WA
 
—

 
1,421

 
1,451

 
—

 
2,872

 
28

 
7/28/2014
 
1992
Red Lobster
 
Lynnwood
 
WA
 
—

 
1,325

 
2,174

 
—

 
3,499

 
35

 
7/28/2014
 
1990
Red Lobster
 
Olympia
 
WA
 
—

 
—

 
596

 
—

 
596

 
34

 
7/28/2014
 
1995
Red Lobster
 
Silverdale
 
WA
 
—

 
1,661

 
501

 
—

 
2,162

 
17

 
7/28/2014
 
1993
Red Lobster
 
Spokane
 
WA
 
—

 
—

 
1,427

 
—

 
1,427

 
40

 
7/28/2014
 
2009
Red Lobster
 
Vancouver
 
WA
 
—

 
1,360

 
1,833

 
—

 
3,193

 
30

 
7/28/2014
 
1989
Red Lobster
 
Ashwaubenon
 
WI
 
—

 
1,270

 
1,116

 
—

 
2,386

 
20

 
7/28/2014
 
1975
Red Lobster
 
Eau Claire
 
WI
 
—

 
527

 
1,534

 
—

 
2,061

 
28

 
7/28/2014
 
1982
Red Lobster
 
Greenfield
 
WI
 
—

 
1,823

 
1,673

 
—

 
3,496

 
25

 
7/28/2014
 
1975
Red Lobster
 
La Crosse
 
WI
 
—

 
1,087

 
965

 
—

 
2,052

 
23

 
7/28/2014
 
1991
Red Lobster
 
Madison
 
WI
 
—

 
2,186

 
1,220

 
—

 
3,406

 
23

 
7/28/2014
 
1983
Red Lobster
 
Mt. Pleasant
 
WI
 
—

 
856

 
1,773

 
—

 
2,629

 
36

 
7/28/2014
 
2012
Red Lobster
 
Wauwatosa
 
WI
 
—

 
1,524

 
997

 
—

 
2,521

 
18

 
7/28/2014
 
1975
Red Lobster
 
Charleston
 
WV
 
—

 
—

 
1,100

 
—

 
1,100

 
40

 
7/28/2014
 
2003
Red Lobster
 
Huntington
 
WV
 
—

 
344

 
2,552

 
—

 
2,896

 
39

 
7/28/2014
 
1985
Red Lobster
 
Morgantown
 
WV
 
—

 
1,252

 
1,477

 
—

 
2,729

 
30

 
7/28/2014
 
2009
Red Lobster
 
Parkersburg
 
WV
 
—

 
654

 
1,447

 
—

 
2,101

 
29

 
7/28/2014
 
1994
Red Lobster
 
Casper
 
WY
 
—

 
1,014

 
1,337

 
—

 
2,351

 
31

 
7/28/2014
 
2011
Red Lobster
 
Cheyenne
 
WY
 
—

 
1,514

 
640

 
—

 
2,154

 
11

 
7/28/2014
 
1992
Red Oak Village
 
San Marcos
 
TX
 
12,480

 
5,287

 
20,357

 
—

 
25,644

 
915

 
2/7/2014
 
2006
Reef Services, LLC
 
Gainesville
 
TX
 
—

 
86

 
285

 
—

 
371

 
7

 
6/25/2014
 
2009
Rite Aid
 
Talladega
 
AL
 
—

 
377

 
1,311

 
—

 
1,688

 
76

 
1/8/2014
 
1997

F-217
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Rite Aid
 
Bear
 
DE
 
—

 
851

 
2,702

 
—

 
3,553

 
160

 
1/8/2014
 
1999
Rite Aid
 
Tucker
 
GA
 
—

 
793

 
1,419

 
—

 
2,212

 
82

 
1/8/2014
 
1996
Rite Aid
 
Jeffersonville
 
IN
 
—

 
824

 
2,472

 
—

 
3,296

 
315

 
11/30/2012
 
2008
Rite Aid
 
Lawrenceburg
 
KY
 
—

 
567

 
2,267

 
—

 
2,834

 
289

 
11/30/2012
 
2008
Rite Aid
 
Lexington
 
KY
 
—

 
—

 
1,943

 
—

 
1,943

 
248

 
11/30/2012
 
2007
Rite Aid
 
Paris
 
KY
 
—

 
743

 
2,228

 
—

 
2,971

 
284

 
11/30/2012
 
2008
Rite Aid
 
Scottsville
 
KY
 
—

 
153

 
2,904

 
—

 
3,057

 
370

 
11/30/2012
 
2007
Rite Aid
 
Stanford
 
KY
 
—

 
152

 
2,886

 
—

 
3,038

 
368

 
11/30/2012
 
2009
Rite Aid
 
Adams
 
MA
 
—

 
300

 
1,200

 
—

 
1,500

 
105

 
7/30/2013
 
1958
Rite Aid
 
Bangor
 
ME
 
2,256

 
724

 
2,896

 
—

 
3,620

 
107

 
5/19/2014
 
1998
Rite Aid
 
Buxton
 
ME
 
1,399

 
413

 
1,650

 
—

 
2,063

 
62

 
5/19/2014
 
1997
Rite Aid
 
Dover-foxcroft
 
ME
 
—

 
256

 
2,659

 
—

 
2,915

 
158

 
1/8/2014
 
1999
Rite Aid
 
Fort Fairfield
 
ME
 
—

 
117

 
1,821

 
—

 
1,938

 
109

 
1/8/2014
 
1998
Rite Aid
 
Fort Kent
 
ME
 
—

 
387

 
2,064

 
—

 
2,451

 
120

 
1/8/2014
 
1999
Rite Aid
 
Van Buren
 
ME
 
—

 
115

 
1,720

 
—

 
1,835

 
103

 
1/8/2014
 
1998
Rite Aid
 
Bay City
 
MI
 
—

 
463

 
1,629

 
—

 
2,092

 
48

 
6/24/2014
 
1996
Rite Aid
 
Burton
 
MI
 
—

 
128

 
2,541

 
—

 
2,669

 
224

 
7/26/2013
 
1999
Rite Aid
 
West Branch
 
MI
 
—

 
418

 
1,280

 
—

 
1,698

 
41

 
6/23/2014
 
1996
Rite Aid
 
Burlington
 
NC
 
—

 
973

 
2,726

 
—

 
3,699

 
162

 
1/8/2014
 
2000
Rite Aid
 
Wilson
 
NC
 
—

 
573

 
1,337

 
—

 
1,910

 
117

 
7/30/2013
 
2002
Rite Aid
 
Bristol
 
NH
 
—

 
395

 
1,461

 
—

 
1,856

 
88

 
1/8/2014
 
1997
Rite Aid
 
Winchester
 
NH
 
—

 
343

 
1,868

 
—

 
2,211

 
111

 
1/8/2014
 
1998
Rite Aid
 
Cheektowaga
 
NY
 
—

 
436

 
3,466

 
—

 
3,902

 
173

 
2/7/2014
 
2000
Rite Aid
 
Genoa
 
OH
 
—

 
405

 
1,845

 
—

 
2,250

 
107

 
1/8/2014
 
1998
Rite Aid
 
Lima
 
OH
 
—

 
576

 
2,304

 
—

 
2,880

 
294

 
11/13/2012
 
2006
Rite Aid
 
Louisville
 
OH
 
—

 
576

 
3,266

 
—

 
3,842

 
433

 
10/31/2012
 
2008
Rite Aid
 
Marion
 
OH
 
—

 
508

 
2,877

 
—

 
3,385

 
367

 
11/13/2012
 
2006
Rite Aid
 
St. Marys
 
OH
 
—

 
581

 
2,322

 
—

 
2,903

 
83

 
5/19/2014
 
2005

F-218
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Rite Aid
 
Warren
 
OH
 
2,031

 
668

 
2,670

 
—

 
3,338

 
98

 
5/19/2014
 
1999
Rite Aid
 
Wheelersburg
 
OH
 
1,199

 
361

 
1,444

 
—

 
1,805

 
54

 
5/19/2014
 
1998
Rite Aid
 
Meadville
 
PA
 
—

 
193

 
2,521

 
—

 
2,714

 
146

 
1/8/2014
 
1999
Rite Aid
 
Philadelphia
 
PA
 
2,082

 
633

 
2,531

 
—

 
3,164

 
94

 
5/19/2014
 
1999
Rite Aid
 
Spartanburg
 
SC
 
—

 
894

 
3,575

 
—

 
4,469

 
128

 
5/19/2014
 
2004
Rite Aid
 
Travelers Rest
 
SC
 
—

 
882

 
3,527

 
—

 
4,409

 
126

 
5/19/2014
 
2005
Rite Aid
 
Memphis
 
TN
 
—

 
266

 
1,062

 
—

 
1,328

 
40

 
5/19/2014
 
2000
Rite Aid
 
Murfreesboro
 
TN
 
1,496

 
454

 
1,817

 
—

 
2,271

 
65

 
5/19/2014
 
1999
Rite Aid
 
Hayes
 
VA
 
—

 
812

 
3,247

 
—

 
4,059

 
116

 
5/19/2014
 
2005
Rite Aid
 
Huntington
 
WV
 
—

 
964

 
2,250

 
—

 
3,214

 
287

 
11/30/2012
 
2008
Road Ranger
 
Winnebago
 
IL
 
—

 
707

 
3,202

 
—

 
3,909

 
162

 
2/7/2014
 
1998
Rockwell Collins
 
Sterling
 
VA
 
—

 
4,285

 
29,802

 
—

 
34,087

 
754

 
6/30/2014
 
2011
Ross
 
Highlands Ranch
 
CO
 
3,475

 
2,850

 
4,795

 
—

 
7,645

 
214

 
2/7/2014
 
2007
Rubbermaid
 
Winfield
 
KS
 
—

 
819

 
15,555

 
—

 
16,374

 
2,016

 
11/28/2012
 
2012
Rubbermaid
 
Winfield
 
KS
 
12,725

 
1,056

 
20,060

 
—

 
21,116

 
3,314

 
4/25/2012
 
2008
Rubbermaid
 
Bowling Green
 
OH
 
—

 
714

 
13,564

 
—

 
14,278

 
1,207

 
7/29/2013
 
2013
Rubbermaid
 
Brimfield
 
OH
 
—

 
1,552

 
29,495

 
—

 
31,047

 
3,523

 
1/31/2013
 
2012
Ruby Tuesday
 
Colorado Springs
 
CO
 
—

 
480

 
809

 
—

 
1,289

 
68

 
6/27/2013
 
1995
Ruby Tuesday
 
Dillon
 
CO
 
—

 
400

 
1,628

 
—

 
2,028

 
136

 
6/27/2013
 
1995
Ruby Tuesday
 
Bartow
 
FL
 
—

 
270

 
1,916

 
—

 
2,186

 
160

 
6/27/2013
 
1995
Ruby Tuesday
 
Orlando
 
FL
 
—

 
1,286

 
—

 
—

 
1,286

 
—

 
7/31/2013
 
1998
Ruby Tuesday
 
London
 
KY
 
—

 
370

 
1,493

 
—

 
1,863

 
125

 
6/27/2013
 
1995
Ruby Tuesday
 
Somerset
 
KY
 
—

 
480

 
1,120

 
—

 
1,600

 
94

 
6/27/2013
 
1995
Ryan's Buffet
 
Jasper
 
AL
 
—

 
577

 
2,545

 
—

 
3,122

 
141

 
2/7/2014
 
2000
Ryan's Buffet
 
Prattville
 
AL
 
—

 
1,038

 
1,802

 
—

 
2,840

 
106

 
2/7/2014
 
1997
Ryan's Buffet
 
Columbus
 
GA
 
—

 
1,307

 
2,529

 
—

 
3,836

 
147

 
2/7/2014
 
2002
Ryan's Buffet
 
Commerce
 
GA
 
—

 
962

 
1,470

 
—

 
2,432

 
90

 
2/7/2014
 
1996
Ryan's Buffet
 
Rome
 
GA
 
—

 
831

 
1,848

 
—

 
2,679

 
103

 
2/7/2014
 
1983

F-219
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Ryan's Buffet
 
Owensboro
 
KY
 
—

 
1,244

 
1,656

 
—

 
2,900

 
99

 
2/7/2014
 
1997
Ryan's Buffet
 
Paducah
 
KY
 
—

 
1,121

 
1,443

 
—

 
2,564

 
87

 
2/7/2014
 
1995
Ryan's Buffet
 
Pearl
 
MS
 
—

 
1,058

 
1,857

 
—

 
2,915

 
109

 
2/7/2014
 
2000
Ryan's Buffet
 
Asheville
 
NC
 
—

 
1,261

 
2,204

 
—

 
3,465

 
128

 
2/7/2014
 
1996
Ryan's Buffet
 
Lexington
 
SC
 
—

 
244

 
1,307

 
—

 
1,551

 
76

 
1/8/2014
 
1998
Ryan's Buffet
 
Sevierville
 
TN
 
—

 
1,443

 
430

 
—

 
1,873

 
37

 
2/7/2014
 
2003
Ryan's Buffet
 
Texas City
 
TX
 
—

 
614

 
3,351

 
—

 
3,965

 
162

 
2/7/2014
 
2002
Ryan's Buffet
 
Beckley
 
WV
 
—

 
1,248

 
2,258

 
—

 
3,506

 
133

 
2/7/2014
 
1995
Ryan's Buffet
 
Clarksburg
 
WV
 
—

 
—

 
1,639

 
—

 
1,639

 
88

 
1/8/2014
 
2001
Sakura Tepanyaki Steakhouse
 
Orem
 
UT
 
—

 
340

 
658

 
—

 
998

 
55

 
6/27/2013
 
1995
Saltwater Willy's
 
Grapevine
 
TX
 
—

 
572

 
868

 
—

 
1,440

 
77

 
6/27/2013
 
1999
Sam's Club
 
Hoover
 
AL
 
—

 
2,253

 
9,606

 
—

 
11,859

 
412

 
2/7/2014
 
1989
Sam's Club
 
Colorado Springs
 
CO
 
—

 
3,347

 
12,652

 
—

 
15,999

 
534

 
2/7/2014
 
1998
Sam's Club
 
Douglasville
 
GA
 
—

 
1,701

 
11,052

 
—

 
12,753

 
435

 
2/7/2014
 
1999
Sam's Southern Eatery
 
Kennesaw
 
GA
 
—

 
210

 
46

 
—

 
256

 
4

 
6/27/2013
 
1995
Santa Rosa Commons
 
Pace
 
FL
 
13,000

 
4,447

 
21,884

 
—

 
26,331

 
936

 
2/7/2014
 
2008
Schlotzsky's
 
Colorado Springs
 
CO
 
—

 
530

 
530

 
—

 
1,060

 
45

 
6/27/2013
 
1997
Schlotzsky's
 
Louisville
 
KY
 
—

 
321

 
342

 
—

 
663

 
29

 
6/27/2013
 
1998
Schmitz & Schmitz
 
Gainesville
 
TX
 
—

 
29

 
1,950

 
—

 
1,979

 
40

 
6/25/2014
 
1930
Scotts Company
 
Orrville
 
OH
 
—

 
278

 
2,502

 
—

 
2,780

 
350

 
9/28/2012
 
1950
Scotts Company
 
Orrville
 
OH
 
—

 
611

 
1,134

 
—

 
1,745

 
170

 
7/30/2012
 
1950
Scotts Company
 
Orrville
 
OH
 
—

 
609

 
11,576

 
—

 
12,185

 
1,736

 
7/30/2012
 
2006
SCP Distributors
 
North Little Rock
 
AR
 
—

 
258

 
1,665

 
—

 
1,923

 
11

 
11/20/2014
 
2006
SCP Distributors
 
Knoxville
 
TN
 
—

 
251

 
900

 
—

 
1,151

 
10

 
11/20/2014
 
2012
Sedwick Claims Management Services
 
Dublin
 
OH
 
—

 
945

 
8,520

 
—

 
9,465

 
222

 
6/26/2014
 
1997


F-220
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Select Energy Services
 
Damascus
 
AR
 
—

 
530

 
800

 
—

 
1,330

 
36

 
6/12/2014
 
2009
Select Energy Services
 
Frierson
 
LA
 
—

 
260

 
4,954

 
—

 
5,214

 
120

 
6/12/2014
 
2010
Select Energy Services
 
Alderson
 
OK
 
—

 
260

 
1,150

 
—

 
1,410

 
35

 
6/12/2014
 
2008
Select Energy Services
 
Big Wells
 
TX
 
—

 
353

 
1,820

 
—

 
2,173

 
45

 
6/12/2014
 
2011
Select Energy Services
 
Chireno
 
TX
 
—

 
388

 
5,470

 
—

 
5,858

 
132

 
6/25/2014
 
2011
Select Energy Services
 
Cleburne
 
TX
 
—

 
154

 
2,333

 
—

 
2,487

 
57

 
6/25/2014
 
2008
Select Energy Services
 
Dilley
 
TX
 
—

 
308

 
1,416

 
—

 
1,724

 
36

 
6/25/2014
 
2012
Select Energy Services
 
Odessa
 
TX
 
—

 
460

 
1,998

 
—

 
2,458

 
54

 
6/25/2014
 
1982
Senor Panchos
 
Orrville
 
OH
 
—

 
99

 
176

 
—

 
275

 
16

 
6/27/2013
 
1990
Shale Tank Truck
 
Cleburne
 
TX
 
—

 
476

 
547

 
—

 
1,023

 
15

 
6/25/2014
 
2007
Shale Tank Truck
 
Midland
 
TX
 
—

 
757

 
939

 
—

 
1,696

 
26

 
6/25/2014
 
2012
Shaw's Supermarket
 
Plymouth
 
MA
 
—

 
1,440

 
3,361

 
—

 
4,801

 
639

 
4/18/2012
 
1995
Sherwin-Williams
 
Angola
 
IN
 
616

 
249

 
996

 
—

 
1,245

 
34

 
5/19/2014
 
2001
Sherwin-Williams
 
Muskegon
 
MI
 
—

 
187

 
1,524

 
—

 
1,711

 
71

 
2/7/2014
 
2008
Sherwin-Williams
 
Ashtabula
 
OH
 
432

 
176

 
704

 
—

 
880

 
19

 
5/19/2014
 
2003
Sherwin-Williams
 
Boardman
 
OH
 
533

 
206

 
825

 
—

 
1,031

 
22

 
5/19/2014
 
2003
Shoney's
 
Gadsden
 
AL
 
—

 
220

 
707

 
—

 
927

 
59

 
6/27/2013
 
1995
Shoney's
 
Oxford
 
AL
 
—

 
670

 
25

 
—

 
695

 
2

 
6/27/2013
 
1995
Shoney's
 
Elizabethtown
 
KY
 
—

 
450

 
465

 
—

 
915

 
39

 
6/27/2013
 
1995
Shoney's
 
Grayson
 
KY
 
—

 
420

 
406

 
—

 
826

 
34

 
6/27/2013
 
1995
Shoney's
 
Grenada
 
MS
 
—

 
270

 
809

 
—

 
1,079

 
62

 
7/31/2013
 
1995
Shoney's
 
Hattiesburg
 
MS
 
—

 
730

 
618

 
—

 
1,348

 
52

 
6/27/2013
 
1995
Shoney's
 
Jackson
 
MS
 
—

 
360

 
572

 
—

 
932

 
48

 
6/27/2013
 
1995
Shoney's
 
Columbia
 
SC
 
—

 
446

 
545

 
—

 
991

 
42

 
7/31/2013
 
1985
Shoney's
 
Summerville
 
SC
 
—

 
350

 
800

 
—

 
1,150

 
67

 
6/27/2013
 
1995
Shoney's
 
West Columbia
 
SC
 
—

 
392

 
262

 
—

 
654

 
20

 
7/31/2013
 
1977
Shoney's
 
Cookeville
 
TN
 
—

 
510

 
760

 
—

 
1,270

 
64

 
6/27/2013
 
1995
Shoney's
 
Lawrenceburg
 
TN
 
—

 
330

 
873

 
—

 
1,203

 
73

 
6/27/2013
 
1995

F-221
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Shoney's
 
Charleston
 
WV
 
—

 
190

 
543

 
—

 
733

 
45

 
6/27/2013
 
1995
Shoney's
 
Lewisburg
 
WV
 
—

 
110

 
642

 
—

 
752

 
54

 
6/27/2013
 
1995
Shoney's
 
Princeton
 
WV
 
—

 
90

 
593

 
—

 
683

 
50

 
6/27/2013
 
1995
Shoney's
 
Ripley
 
WV
 
—

 
200

 
599

 
—

 
799

 
50

 
6/27/2013
 
1995
Shopko
 
L’Anse
 
MI
 
—

 
382

 
1,736

 
—

 
2,118

 
64

 
5/13/2014
 
2009
Sierra Pines II
 
The Woodlands
 
TX
 
6,793

 
5,219

 
19,196

 
—

 
24,415

 
58

 
11/17/2014
 
2014
Smokey Bones
 
Morrow
 
GA
 
—

 
390

 
2,184

 
—

 
2,574

 
183

 
6/27/2013
 
1995
Smokey Bones
 
Pittsburgh
 
PA
 
—

 
1,490

 
390

 
—

 
1,880

 
15

 
7/28/2014
 
2000
Snowflake Donut Shop
 
Gun Barrel City
 
TX
 
—

 
241

 
383

 
4

 
628

 
33

 
6/27/2013
 
2008
Sonic Drive-In
 
Crystal River
 
FL
 
—

 
107

 
322

 
—

 
429

 
25

 
7/31/2013
 
2008
Sonic Drive-In
 
Mulberry
 
FL
 
—

 
165

 
298

 
—

 
463

 
25

 
6/27/2013
 
2004
Sonic Drive-In
 
Spring Hill
 
FL
 
—

 
79

 
252

 
—

 
331

 
22

 
6/27/2013
 
2003
Sonic Drive-In
 
Wadesboro
 
NC
 
—

 
137

 
266

 
—

 
403

 
23

 
6/27/2013
 
2007
Sonny's Real Pit BBQ
 
Venice
 
FL
 
—

 
338

 
507

 
—

 
845

 
44

 
7/31/2013
 
1978
Sonny's Real Pit BBQ
 
Athens
 
GA
 
—

 
460

 
1,280

 
—

 
1,740

 
107

 
6/27/2013
 
1995
Sonny's Real Pit BBQ
 
Conyers
 
GA
 
—

 
450

 
663

 
—

 
1,113

 
55

 
6/27/2013
 
1995
Sonny's Real Pit BBQ
 
Marietta
 
GA
 
—

 
290

 
1,772

 
—

 
2,062

 
148

 
6/27/2013
 
1995
Sovereign Bank
 
Linden
 
NJ
 
—

 
601

 
2,329

 
—

 
2,930

 
125

 
1/8/2014
 
1945
Sovereign Bank
 
Kennett Square
 
PA
 
—

 
837

 
2,412

 
—

 
3,249

 
130

 
1/8/2014
 
1963
Spaghetti Warehouse
 
Marietta
 
GA
 
—

 
800

 
276

 
—

 
1,076

 
23

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Aurora
 
IL
 
—

 
480

 
805

 
—

 
1,285

 
67

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Elk Grove Village
 
IL
 
—

 
550

 
299

 
—

 
849

 
25

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Oklahoma City
 
OK
 
—

 
570

 
1,193

 
—

 
1,763

 
100

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Tulsa
 
OK
 
—

 
530

 
1,174

 
—

 
1,704

 
98

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Memphis
 
TN
 
—

 
100

 
283

 
—

 
383

 
24

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Arlington
 
TX
 
—

 
630

 
1,400

 
—

 
2,030

 
117

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Dallas
 
TX
 
—

 
810

 
1,656

 
—

 
2,466

 
138

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Houston
 
TX
 
—

 
980

 
2,284

 
—

 
3,264

 
191

 
6/27/2013
 
1995

F-222
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Spaghetti Warehouse
 
Plano
 
TX
 
—

 
540

 
1,060

 
—

 
1,600

 
89

 
6/27/2013
 
1995
Spaghetti Warehouse
 
San Antonio
 
TX
 
—

 
1,140

 
1,434

 
—

 
2,574

 
120

 
6/27/2013
 
1995
Sports Wings
 
Sumter
 
SC
 
—

 
73

 
109

 
—

 
182

 
8

 
7/31/2013
 
1988
Sprouts
 
Centennial
 
CO
 
—

 
1,581

 
6,394

 
—

 
7,975

 
318

 
2/7/2014
 
2009
St. Luke's Urgent Care
 
Creve Coeur
 
MO
 
—

 
1,644

 
4,497

 
—

 
6,141

 
231

 
2/7/2014
 
2010
Staples
 
Pensacola
 
FL
 
—

 
1,539

 
3,354

 
—

 
4,893

 
135

 
2/7/2014
 
2010
Staples
 
Helena
 
MT
 
—

 
1,159

 
2,452

 
—

 
3,611

 
105

 
2/7/2014
 
2012
Staples
 
Houston
 
TX
 
1,815

 
1,169

 
3,192

 
—

 
4,361

 
129

 
2/7/2014
 
2008
Steak 'n Shake
 
Tampa
 
FL
 
—

 
951

 
—

 
—

 
951

 
—

 
7/31/2013
 
1999
Stearns Crossing
 
Bartlett
 
IL
 
7,060

 
4,437

 
5,970

 
2

 
10,409

 
371

 
2/7/2014
 
1999
Stop & Shop
 
Levittown
 
PA
 
13,076

 
4,716

 
9,955

 
—

 
14,671

 
559

 
11/5/2013
 
1995
Stop & Shop
 
Cranston
 
RI
 
—

 
4,309

 
—

 
—

 
4,309

 
—

 
2/7/2014
 
2011
Stripes
 
Portales
 
NM
 
—

 
306

 
2,595

 
—

 
2,901

 
138

 
2/7/2014
 
2010
Stripes
 
Andrews
 
TX
 
—

 
406

 
2,302

 
—

 
2,708

 
242

 
2/15/2013
 
2008
Stripes
 
Brady
 
TX
 
—

 
203

 
3,205

 
—

 
3,408

 
156

 
2/7/2014
 
2007
Stripes
 
Brownsville
 
TX
 
—

 
613

 
3,195

 
—

 
3,808

 
160

 
2/7/2014
 
2007
Stripes
 
Carrizo Springs
 
TX
 
—

 
496

 
2,526

 
—

 
3,022

 
138

 
2/7/2014
 
2010
Stripes
 
Corpus Christi
 
TX
 
—

 
681

 
2,047

 
—

 
2,728

 
104

 
2/7/2014
 
2007
Stripes
 
Corpus Christi
 
TX
 
—

 
1,011

 
3,125

 
—

 
4,136

 
157

 
2/7/2014
 
2007
Stripes
 
Corpus Christi
 
TX
 
—

 
803

 
3,109

 
—

 
3,912

 
156

 
2/7/2014
 
2007
Stripes
 
Eagle Pass
 
TX
 
—

 
762

 
2,453

 
—

 
3,215

 
125

 
2/7/2014
 
2009
Stripes
 
Edinburg
 
TX
 
—

 
1,286

 
1,546

 
—

 
2,832

 
80

 
2/7/2014
 
1999
Stripes
 
Edinburg
 
TX
 
—

 
488

 
2,499

 
—

 
2,987

 
135

 
2/7/2014
 
2007
Stripes
 
Edinburg
 
TX
 
—

 
450

 
2,818

 
—

 
3,268

 
127

 
2/7/2014
 
2007
Stripes
 
Fort Stockton
 
TX
 
—

 
1,237

 
3,812

 
—

 
5,049

 
224

 
2/7/2014
 
2010
Stripes
 
Haskell
 
TX
 
—

 
143

 
2,554

 
—

 
2,697

 
135

 
2/7/2014
 
2010
Stripes
 
Houston
 
TX
 
—

 
1,204

 
2,069

 
—

 
3,273

 
102

 
2/7/2014
 
2007
Stripes
 
La Feria
 
TX
 
—

 
219

 
1,970

 
—

 
2,189

 
208

 
2/15/2013
 
2008

F-223
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Stripes
 
Laredo
 
TX
 
—

 
581

 
2,367

 
—

 
2,948

 
127

 
2/7/2014
 
2010
Stripes
 
Laredo
 
TX
 
—

 
626

 
2,338

 
—

 
2,964

 
128

 
2/7/2014
 
2010
Stripes
 
Midland
 
TX
 
—

 
1,098

 
4,857

 
—

 
5,955

 
242

 
2/7/2014
 
2006
Stripes
 
Mission
 
TX
 
—

 
742

 
550

 
—

 
1,292

 
26

 
2/7/2014
 
1986
Stripes
 
Mission
 
TX
 
—

 
1,007

 
3,178

 
—

 
4,185

 
149

 
2/7/2014
 
2003
Stripes
 
Odessa
 
TX
 
—

 
301

 
2,895

 
—

 
3,196

 
146

 
2/7/2014
 
2011
Stripes
 
Odessa
 
TX
 
—

 
803

 
3,596

 
—

 
4,399

 
261

 
2/7/2014
 
1998
Stripes
 
Pharr
 
TX
 
—

 
281

 
2,531

 
—

 
2,812

 
267

 
2/15/2013
 
1995
Stripes
 
Ranchito
 
TX
 
—

 
498

 
2,671

 
—

 
3,169

 
133

 
2/7/2014
 
2010
Stripes
 
Rio Hondo
 
TX
 
—

 
293

 
2,640

 
—

 
2,933

 
278

 
2/15/2013
 
2008
Stripes
 
San Angelo
 
TX
 
—

 
772

 
4,025

 
—

 
4,797

 
201

 
2/7/2014
 
1997
Stripes
 
San Angelo
 
TX
 
—

 
1,006

 
3,277

 
—

 
4,283

 
164

 
2/7/2014
 
2007
Subway
 
Knoxville
 
TN
 
—

 
160

 
349

 
—

 
509

 
28

 
6/27/2013
 
1995
Sun Trust Bank
 
Coral Springs
 
FL
 
—

 
654

 
1,525

 
—

 
2,179

 
140

 
4/12/2013
 
1996
Sun Trust Bank
 
Destin
 
FL
 
—

 
572

 
1,717

 
—

 
2,289

 
157

 
4/12/2013
 
1998
Sun Trust Bank
 
Dunedin
 
FL
 
—

 
479

 
1,917

 
—

 
2,396

 
184

 
3/22/2013
 
1995
Sun Trust Bank
 
Dunnellon
 
FL
 
—

 
82

 
463

 
—

 
545

 
44

 
3/22/2013
 
1980
Sun Trust Bank
 
Hudson
 
FL
 
—

 
448

 
1,345

 
—

 
1,793

 
129

 
3/22/2013
 
1995
Sun Trust Bank
 
Kissimmee
 
FL
 
—

 
1,167

 
778

 
—

 
1,945

 
71

 
4/12/2013
 
1981
Sun Trust Bank
 
Lake Wales
 
FL
 
—

 
671

 
671

 
—

 
1,342

 
64

 
3/22/2013
 
1988
Sun Trust Bank
 
Lakeland
 
FL
 
—

 
598

 
1,110

 
—

 
1,708

 
102

 
4/12/2013
 
1988
Sun Trust Bank
 
Melbourne
 
FL
 
—

 
464

 
1,392

 
—

 
1,856

 
127

 
4/12/2013
 
1987
Sun Trust Bank
 
Miami
 
FL
 
—

 
1,393

 
1,140

 
—

 
2,533

 
104

 
4/12/2013
 
1982
Sun Trust Bank
 
North Port
 
FL
 
—

 
460

 
1,381

 
—

 
1,841

 
133

 
3/22/2013
 
1982
Sun Trust Bank
 
Orlando
 
FL
 
—

 
805

 
1,208

 
—

 
2,013

 
111

 
4/12/2013
 
1988
Sun Trust Bank
 
Palm Harbor
 
FL
 
—

 
535

 
1,249

 
—

 
1,784

 
114

 
4/12/2013
 
1994
Sun Trust Bank
 
Pensacola
 
FL
 
—

 
886

 
725

 
—

 
1,611

 
66

 
4/12/2013
 
1979
Sun Trust Bank
 
Plant City
 
FL
 
—

 
751

 
1,753

 
—

 
2,504

 
168

 
3/22/2013
 
2000

F-224
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Sun Trust Bank
 
Port Orange
 
FL
 
—

 
590

 
1,095

 
—

 
1,685

 
105

 
3/22/2013
 
1989
Sun Trust Bank
 
Port Orange
 
FL
 
—

 
563

 
1,314

 
—

 
1,877

 
126

 
3/22/2013
 
1982
Sun Trust Bank
 
S. Daytona Beach
 
FL
 
—

 
592

 
1,099

 
—

 
1,691

 
101

 
4/12/2013
 
1985
Sun Trust Bank
 
Tallahassee
 
FL
 
—

 
828

 
1,933

 
—

 
2,761

 
177

 
4/12/2013
 
1991
Sun Trust Bank
 
West Palm Beach
 
FL
 
—

 
1,026

 
1,026

 
—

 
2,052

 
98

 
3/22/2013
 
1981
Sun Trust Bank
 
Atlanta
 
GA
 
—

 
1,018

 
1,527

 
—

 
2,545

 
140

 
4/12/2013
 
1965
Sun Trust Bank
 
Atlanta
 
GA
 
—

 
1,435

 
478

 
—

 
1,913

 
44

 
4/12/2013
 
1970
Sun Trust Bank
 
Bowdon
 
GA
 
—

 
416

 
1,247

 
—

 
1,663

 
120

 
3/22/2013
 
1900
Sun Trust Bank
 
Dunwoody
 
GA
 
—

 
1,784

 
1,460

 
—

 
3,244

 
140

 
3/22/2013
 
1972
Sun Trust Bank
 
Jesup
 
GA
 
—

 
184

 
1,657

 
—

 
1,841

 
159

 
3/22/2013
 
1964
Sun Trust Bank
 
Roswell
 
GA
 
—

 
1,425

 
950

 
—

 
2,375

 
87

 
4/12/2013
 
1988
Sun Trust Bank
 
St. Simons Island
 
GA
 
—

 
1,363

 
734

 
—

 
2,097

 
70

 
3/22/2013
 
1975
Sun Trust Bank
 
Annapolis
 
MD
 
—

 
2,653

 
2,170

 
—

 
4,823

 
170

 
7/23/2013
 
1976
Sun Trust Bank
 
Ellicott City
 
MD
 
—

 
1,728

 
931

 
—

 
2,659

 
89

 
3/22/2013
 
1975
Sun Trust Bank
 
Frederick
 
MD
 
—

 
991

 
991

 
—

 
1,982

 
91

 
4/26/2013
 
1880
Sun Trust Bank
 
Waldorf
 
MD
 
—

 
523

 
2,962

 
—

 
3,485

 
284

 
3/22/2013
 
1964
Sun Trust Bank
 
Belmont
 
NC
 
—

 
616

 
924

 
—

 
1,540

 
89

 
3/22/2013
 
1970
Sun Trust Bank
 
Burlington
 
NC
 
—

 
446

 
545

 
—

 
991

 
50

 
4/12/2013
 
1995
Sun Trust Bank
 
Carrboro
 
NC
 
—

 
512

 
512

 
—

 
1,024

 
47

 
4/12/2013
 
1980
Sun Trust Bank
 
Concord
 
NC
 
—

 
707

 
707

 
—

 
1,414

 
65

 
4/12/2013
 
1988
Sun Trust Bank
 
Durham
 
NC
 
—

 
747

 
1,388

 
—

 
2,135

 
127

 
4/12/2013
 
1973
Sun Trust Bank
 
Greensboro
 
NC
 
—

 
403

 
748

 
—

 
1,151

 
68

 
4/12/2013
 
1962
Sun Trust Bank
 
Lexington
 
NC
 
—

 
447

 
831

 
—

 
1,278

 
76

 
4/12/2013
 
2001
Sun Trust Bank
 
Matthews
 
NC
 
—

 
382

 
382

 
—

 
764

 
37

 
3/22/2013
 
1971
Sun Trust Bank
 
Mocksville
 
NC
 
—

 
978

 
2,933

 
—

 
3,911

 
282

 
3/22/2013
 
2000
Sun Trust Bank
 
Monroe
 
NC
 
—

 
204

 
1,837

 
—

 
2,041

 
168

 
4/12/2013
 
1920
Sun Trust Bank
 
Oakboro
 
NC
 
—

 
360

 
540

 
—

 
900

 
42

 
7/23/2013
 
1970
Sun Trust Bank
 
Raleigh
 
NC
 
—

 
658

 
658

 
—

 
1,316

 
63

 
3/22/2013
 
1977

F-225
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Sun Trust Bank
 
Yadkinville
 
NC
 
—

 
200

 
371

 
—

 
571

 
34

 
4/12/2013
 
1975
Sun Trust Bank
 
Zebulon
 
NC
 
—

 
515

 
630

 
—

 
1,145

 
60

 
3/22/2013
 
1972
Sun Trust Bank
 
Anderson
 
SC
 
—

 
574

 
1,065

 
—

 
1,639

 
102

 
3/22/2013
 
1998
Sun Trust Bank
 
Belton
 
SC
 
—

 
473

 
578

 
—

 
1,051

 
53

 
4/12/2013
 
1967
Sun Trust Bank
 
Travelers Rest
 
SC
 
—

 
746

 
746

 
—

 
1,492

 
68

 
4/12/2013
 
1995
Sun Trust Bank
 
Chattanooga
 
TN
 
—

 
223

 
1,263

 
—

 
1,486

 
121

 
3/22/2013
 
1953
Sun Trust Bank
 
La Vergne
 
TN
 
—

 
171

 
209

 
—

 
380

 
20

 
3/22/2013
 
1985
Sun Trust Bank
 
Madison
 
TN
 
—

 
286

 
1,143

 
—

 
1,429

 
110

 
3/22/2013
 
1953
Sun Trust Bank
 
Nashville
 
TN
 
—

 
567

 
305

 
—

 
872

 
24

 
7/23/2013
 
1954
Sun Trust Bank
 
Nashville
 
TN
 
—

 
1,598

 
1,308

 
—

 
2,906

 
120

 
4/12/2013
 
1992
Sun Trust Bank
 
Nashville
 
TN
 
—

 
613

 
613

 
—

 
1,226

 
56

 
4/12/2013
 
1970
Sun Trust Bank
 
Cheriton
 
VA
 
—

 
90

 
510

 
—

 
600

 
49

 
3/22/2013
 
1975
Sun Trust Bank
 
Lynchburg
 
VA
 
—

 
251

 
466

 
—

 
717

 
45

 
3/22/2013
 
1973
Sun Trust Bank
 
Norfolk
 
VA
 
—

 
656

 
437

 
—

 
1,093

 
40

 
4/12/2013
 
1990
Sun Trust Bank
 
Petersburg
 
VA
 
—

 
102

 
306

 
—

 
408

 
28

 
4/12/2013
 
1975
Sun Trust Bank
 
Richmond
 
VA
 
—

 
277

 
416

 
—

 
693

 
40

 
3/22/2013
 
1959
Sun Trust Bank
 
Richmond
 
VA
 
—

 
224

 
2,012

 
—

 
2,236

 
184

 
4/12/2013
 
1909
Sun Trust Bank
 
Rocky Mount
 
VA
 
—

 
265

 
1,504

 
—

 
1,769

 
131

 
5/22/2013
 
1961
Sunbelt Rental
 
Mabelvale
 
AR
 
—

 
240

 
894

 
—

 
1,134

 
24

 
6/4/2014
 
2006
Sunbelt Rental
 
Memphis
 
TN
 
—

 
365

 
929

 
—

 
1,294

 
17

 
9/26/2014
 
1995
Sunoco
 
Merritt Island
 
FL
 
—

 
540

 
2,162

 
—

 
2,702

 
59

 
5/19/2014
 
2009
Sunset Valley Homestead
 
Sunset Valley
 
TX
 
17,441

 
14,283

 
28,351

 
—

 
42,634

 
1,253

 
2/7/2014
 
2007
Superior Energy Services
 
Gainesville
 
TX
 
—

 
284

 
10,475

 
—

 
10,759

 
718

 
7/24/2014
 
1982
Sweet Tomato
 
Coral Springs
 
FL
 
—

 
790

 
1,625

 
—

 
2,415

 
136

 
6/27/2013
 
1995
Synovus Bank
 
Tampa
 
FL
 
—

 
985

 
2,298

 
—

 
3,283

 
251

 
12/31/2012
 
1959
Sysmex
 
Lincolnshire
 
IL
 
22,500

 
4,143

 
36,987

 
—

 
41,130

 
1,577

 
2/7/2014
 
2010


F-226
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Taco Bell
 
Albertville
 
AL
 
—

 
419

 
778

 
—

 
1,197

 
60

 
7/31/2013
 
1995
Taco Bell
 
Anniston
 
AL
 
—

 
80

 
609

 
—

 
689

 
52

 
6/27/2013
 
2000
Taco Bell
 
Cullman
 
AL
 
—

 
375

 
1,053

 
—

 
1,428

 
90

 
6/27/2013
 
1995
Taco Bell
 
Daphne
 
AL
 
—

 
180

 
1,278

 
—

 
1,458

 
103

 
6/27/2013
 
1995
Taco Bell
 
Dora
 
AL
 
—

 
348

 
813

 
—

 
1,161

 
63

 
7/31/2013
 
1995
Taco Bell
 
Foley
 
AL
 
—

 
360

 
1,460

 
—

 
1,820

 
118

 
6/27/2013
 
1995
Taco Bell
 
Hartselle
 
AL
 
—

 
378

 
781

 
—

 
1,159

 
67

 
6/27/2013
 
1995
Taco Bell
 
Jasper
 
AL
 
—

 
445

 
814

 
—

 
1,259

 
70

 
6/27/2013
 
1995
Taco Bell
 
Mobile
 
AL
 
—

 
160

 
1,973

 
—

 
2,133

 
159

 
6/27/2013
 
1995
Taco Bell
 
Pensacola
 
AL
 
—

 
140

 
1,897

 
—

 
2,037

 
153

 
6/27/2013
 
1995
Taco Bell
 
SaraLand
 
AL
 
—

 
150

 
1,063

 
—

 
1,213

 
86

 
6/27/2013
 
1995
Taco Bell
 
Warrior
 
AL
 
—

 
364

 
675

 
—

 
1,039

 
52

 
7/31/2013
 
1995
Taco Bell
 
Winfield
 
AL
 
—

 
278

 
834

 
—

 
1,112

 
64

 
7/31/2013
 
1995
Taco Bell
 
Corona
 
CA
 
—

 
306

 
1,138

 
—

 
1,444

 
97

 
6/27/2013
 
1990
Taco Bell
 
Fairfield
 
CA
 
—

 
500

 
1,327

 
—

 
1,827

 
113

 
6/27/2013
 
1985
Taco Bell
 
Fontana
 
CA
 
—

 
524

 
1,016

 
—

 
1,540

 
87

 
6/27/2013
 
1992
Taco Bell
 
Montclair
 
CA
 
—

 
322

 
900

 
—

 
1,222

 
77

 
6/27/2013
 
1996
Taco Bell
 
Moreno Valley
 
CA
 
—

 
367

 
998

 
—

 
1,365

 
85

 
6/27/2013
 
1992
Taco Bell
 
Rancho Cucamonga
 
CA
 
—

 
415

 
1,210

 
—

 
1,625

 
103

 
6/27/2013
 
1992
Taco Bell
 
Rubidoux
 
CA
 
—

 
415

 
1,223

 
—

 
1,638

 
104

 
6/27/2013
 
1992
Taco Bell
 
Suisun City
 
CA
 
—

 
355

 
1,419

 
—

 
1,774

 
109

 
7/31/2013
 
1986
Taco Bell
 
Vacaville
 
CA
 
—

 
522

 
1,513

 
—

 
2,035

 
129

 
6/27/2013
 
1985
Taco Bell
 
Vacaville
 
CA
 
—

 
1,184

 
1,375

 
—

 
2,559

 
117

 
6/27/2013
 
1994
Taco Bell
 
Jacksonville
 
FL
 
—

 
440

 
1,167

 
—

 
1,607

 
94

 
6/27/2013
 
1995
Taco Bell
 
Jacksonville
 
FL
 
—

 
340

 
1,383

 
—

 
1,723

 
112

 
6/27/2013
 
1995
Taco Bell
 
Augusta
 
GA
 
—

 
220

 
1,292

 
—

 
1,512

 
104

 
6/27/2013
 
1995
Taco Bell
 
Hephzibah
 
GA
 
—

 
330

 
930

 
—

 
1,260

 
75

 
6/27/2013
 
1995
Taco Bell
 
Jesup
 
GA
 
—

 
230

 
715

 
—

 
945

 
58

 
6/27/2013
 
1995
Taco Bell
 
Kennesaw
 
GA
 
—

 
162

 
601

 
—

 
763

 
51

 
6/27/2013
 
1984
Taco Bell
 
Waycross
 
GA
 
—

 
170

 
1,115

 
—

 
1,285

 
90

 
6/27/2013
 
1995
Taco Bell
 
Marion
 
IN
 
—

 
496

 
921

 
—

 
1,417

 
71

 
7/31/2013
 
1994
Taco Bell
 
North Corbin
 
KY
 
—

 
139

 
1,082

 
—

 
1,221

 
92

 
6/27/2013
 
1995

F-227
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Taco Bell
 
Detroit
 
MI
 
—

 
124

 
704

 
—

 
828

 
54

 
7/31/2013
 
1989
Taco Bell
 
St. Louis
 
MO
 
—

 
190

 
1,951

 
—

 
2,141

 
132

 
6/27/2013
 
1995
Taco Bell
 
Wentzville
 
MO
 
—

 
410

 
1,168

 
—

 
1,578

 
94

 
6/27/2013
 
1995
Taco Bell
 
Brunswick
 
OH
 
—

 
400

 
1,267

 
—

 
1,667

 
102

 
6/27/2013
 
1995
Taco Bell
 
Dayton
 
OH
 
—

 
129

 
732

 
—

 
861

 
56

 
7/31/2013
 
1995
Taco Bell
 
Hilliard
 
OH
 
—

 
424

 
787

 
—

 
1,211

 
61

 
7/31/2013
 
1991
Taco Bell
 
Marysville
 
OH
 
—

 
412

 
618

 
—

 
1,030

 
48

 
7/31/2013
 
1992
Taco Bell
 
Moraine
 
OH
 
—

 
87

 
148

 
—

 
235

 
15

 
6/27/2013
 
1995
Taco Bell
 
North Olmstead
 
OH
 
—

 
390

 
904

 
—

 
1,294

 
73

 
6/27/2013
 
1995
Taco Bell
 
Pickerington
 
OH
 
—

 
470

 
705

 
—

 
1,175

 
54

 
7/31/2013
 
1991
Taco Bell
 
Westerville
 
OH
 
—

 
354

 
827

 
—

 
1,181

 
64

 
7/31/2013
 
1992
Taco Bell
 
Kingston
 
TN
 
—

 
280

 
714

 
—

 
994

 
58

 
6/27/2013
 
1995
Taco Bell
 
Dallas
 
TX
 
—

 
400

 
1,225

 
—

 
1,625

 
99

 
6/27/2013
 
1995
Taco Bell / KFC
 
Texarkana
 
AR
 
—

 
111

 
630

 
—

 
741

 
49

 
7/31/2013
 
1980
Taco Bell / KFC
 
Dolton
 
IL
 
—

 
167

 
946

 
—

 
1,113

 
73

 
7/31/2013
 
1975
Taco Bell / KFC
 
Elmhurst
 
IL
 
—

 
242

 
969

 
—

 
1,211

 
75

 
7/31/2013
 
1990
Taco Bell / KFC
 
Hazel Crest
 
IL
 
—

 
153

 
1,376

 
—

 
1,529

 
106

 
7/31/2013
 
1982
Taco Bell / KFC
 
Homewood
 
IL
 
—

 
660

 
1,541

 
—

 
2,201

 
119

 
7/31/2013
 
1992
Taco Bell / KFC
 
Matteson
 
IL
 
—

 
399

 
2,259

 
—

 
2,658

 
174

 
7/31/2013
 
1973
Taco Bell / KFC
 
Oak Forest
 
IL
 
—

 
185

 
1,047

 
—

 
1,232

 
81

 
7/31/2013
 
1955
Taco Bell / KFC
 
Westchester
 
IL
 
—

 
238

 
952

 
—

 
1,190

 
73

 
7/31/2013
 
1973
Taco Bell / KFC
 
Crawfordsville
 
IN
 
—

 
234

 
934

 
—

 
1,168

 
72

 
7/31/2013
 
1991
Taco Bell / KFC
 
Frankfort
 
IN
 
—

 
99

 
893

 
—

 
992

 
69

 
7/31/2013
 
1985
Taco Bell / KFC
 
Hartford City
 
IN
 
—

 
99

 
889

 
—

 
988

 
68

 
7/31/2013
 
1978
Taco Bell / KFC
 
Kokomo
 
IN
 
—

 
199

 
798

 
—

 
997

 
61

 
7/31/2013
 
1993
Taco Bell / KFC
 
Lafayette
 
IN
 
—

 
304

 
912

 
—

 
1,216

 
70

 
7/31/2013
 
1990
Taco Bell / KFC
 
Lebanon
 
IN
 
—

 
337

 
1,348

 
—

 
1,685

 
104

 
7/31/2013
 
1983
Taco Bell / KFC
 
Noblesville
 
IN
 
—

 
363

 
545

 
—

 
908

 
42

 
7/31/2013
 
2005
Taco Bell / KFC
 
Tipton
 
IN
 
—

 
104

 
936

 
—

 
1,040

 
72

 
7/31/2013
 
1998
Taco Bell / KFC
 
Minden
 
LA
 
—

 
274

 
639

 
—

 
913

 
49

 
7/31/2013
 
1995
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
343

 
514

 
—

 
857

 
40

 
7/31/2013
 
1995
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
616

 
753

 
—

 
1,369

 
58

 
7/31/2013
 
1995

F-228
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
427

 
522

 
—

 
949

 
40

 
7/31/2013
 
1997
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
352

 
528

 
—

 
880

 
41

 
7/31/2013
 
1998
Taco Bell / KFC
 
Dunkirk
 
NY
 
—

 
800

 
978

 
—

 
1,778

 
75

 
7/31/2013
 
2000
Taco Bell / KFC
 
Geneva
 
NY
 
—

 
569

 
695

 
—

 
1,264

 
53

 
7/31/2013
 
1999
Taco Bell / KFC
 
Canonsburg
 
PA
 
—

 
176

 
1,586

 
—

 
1,762

 
122

 
7/31/2013
 
1996
Taco Bell / KFC
 
Pittsburgh
 
PA
 
—

 
180

 
269

 
—

 
449

 
17

 
10/1/2013
 
1995
Taco Bell / KFC
 
Mount Pleasant
 
TX
 
—

 
106

 
952

 
—

 
1,058

 
73

 
7/31/2013
 
1992
Taco Bell / KFC
 
New Boston
 
TX
 
—

 
125

 
1,127

 
—

 
1,252

 
87

 
7/31/2013
 
1995
Taco Bell / KFC
 
Green Bay
 
WI
 
—

 
470

 
574

 
—

 
1,044

 
44

 
7/31/2013
 
1986
Taco Bell / KFC
 
Milwaukee
 
WI
 
—

 
533

 
1,055

 
—

 
1,588

 
90

 
6/27/2013
 
1978
Taco Bell / KFC
 
Benwood
 
WV
 
—

 
123

 
287

 
—

 
410

 
18

 
10/1/2013
 
1995
Taco Bell / Pizza Hut
 
Dallas
 
TX
 
—

 
420

 
1,582

 
—

 
2,002

 
128

 
6/27/2013
 
1995
Taco Bueno
 
Hutchinson
 
KS
 
—

 
561

 
841

 
—

 
1,402

 
65

 
7/31/2013
 
2000
Taco Bueno
 
Belton
 
MO
 
—

 
476

 
701

 
—

 
1,177

 
60

 
6/27/2013
 
2006
Taco Bueno
 
Springfield
 
MO
 
—

 
753

 
753

 
—

 
1,506

 
58

 
7/31/2013
 
2006
Taco Bueno
 
Arlington
 
TX
 
—

 
597

 
895

 
—

 
1,492

 
69

 
7/31/2013
 
2000
Taco Bueno
 
Frisco
 
TX
 
—

 
601

 
577

 
—

 
1,178

 
49

 
6/27/2013
 
2000
Taco Bueno
 
Lubbock
 
TX
 
—

 
228

 
561

 
—

 
789

 
48

 
6/27/2013
 
2000
Taco Bueno
 
N. Richland Hills
 
TX
 
—

 
423

 
567

 
—

 
990

 
48

 
6/27/2013
 
2000
Taco Bueno
 
Waco
 
TX
 
—

 
595

 
892

 
—

 
1,487

 
69

 
7/31/2013
 
1995
Taco Bueno
 
Waco
 
TX
 
—

 
595

 
893

 
—

 
1,488

 
69

 
7/31/2013
 
2000
Taco Cabana
 
Austin
 
TX
 
—

 
700

 
2,105

 
—

 
2,805

 
170

 
6/27/2013
 
1995
Taco Cabana
 
Pasadena
 
TX
 
—

 
420

 
1,420

 
—

 
1,840

 
115

 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
600

 
1,955

 
—

 
2,555

 
158

 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
500

 
1,740

 
—

 
2,240

 
141

 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
280

 
1,695

 
—

 
1,975

 
137

 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
500

 
1,766

 
—

 
2,266

 
143

 
6/27/2013
 
1995
Taco Cabana
 
Schertz
 
TX
 
—

 
520

 
1,408

 
—

 
1,928

 
114

 
6/27/2013
 
1995
Talbots
 
Hingham
 
MA
 
23,363

 
3,009

 
27,080

 
—

 
30,089

 
2,123

 
5/24/2013
 
1980
Talbots
 
Lakeville
 
MA
 
22,509

 
6,302

 
25,209

 
—

 
31,511

 
2,499

 
5/17/2013
 
1987
TCF Bank
 
Crystal
 
MN
 
—

 
640

 
642

 
—

 
1,282

 
50

 
6/27/2013
 
1995
TD Bank
 
Falmouth
 
ME
 
19,608

 
4,057

 
23,689

 
—

 
27,746

 
2,064

 
3/18/2013
 
2002

F-229
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Teva Pharmaceuticals
 
Malvern
 
PA
 
—

 
2,666

 
40,981

 
—

 
43,647

 
2,199

 
11/5/2013
 
1999
Texas Roadhouse
 
Cedar Rapids
 
IA
 
—

 
430

 
2,194

 
—

 
2,624

 
183

 
6/27/2013
 
1995
Texas Roadhouse
 
Ammon
 
ID
 
—

 
490

 
1,206

 
—

 
1,696

 
101

 
6/27/2013
 
1995
Texas Roadhouse
 
Shively
 
KY
 
—

 
540

 
2,055

 
—

 
2,595

 
172

 
6/27/2013
 
1995
Texas Roadhouse
 
Concord
 
NC
 
—

 
650

 
2,130

 
—

 
2,780

 
178

 
6/27/2013
 
1995
Texas Roadhouse
 
Gastonia
 
NC
 
—

 
570

 
1,544

 
—

 
2,114

 
129

 
6/27/2013
 
1995
Texas Roadhouse
 
Hickory
 
NC
 
—

 
580

 
1,831

 
—

 
2,411

 
153

 
6/27/2013
 
1995
Texas Roadhouse
 
Dickson City
 
PA
 
—

 
640

 
1,897

 
—

 
2,537

 
159

 
6/27/2013
 
1995
Texas Roadhouse
 
College Station
 
TX
 
—

 
670

 
2,299

 
—

 
2,969

 
192

 
6/27/2013
 
1995
Texas Roadhouse
 
Grand Prairie
 
TX
 
—

 
780

 
1,867

 
—

 
2,647

 
156

 
6/27/2013
 
1995
Texas Roadhouse
 
Kenosha
 
WI
 
—

 
1,061

 
1,835

 
—

 
2,896

 
162

 
6/27/2013
 
2001
TGI Fridays
 
Royal Palm Beach
 
FL
 
—

 
1,530

 
1,530

 
—

 
3,060

 
133

 
7/31/2013
 
2001
TGI Fridays
 
Ann Arbor
 
MI
 
—

 
547

 
1,640

 
—

 
2,187

 
142

 
7/31/2013
 
1998
TGI Fridays
 
Kentwood
 
MI
 
—

 
281

 
2,533

 
—

 
2,814

 
220

 
7/31/2013
 
1983
TGI Fridays
 
Novi
 
MI
 
—

 
1,042

 
1,042

 
—

 
2,084

 
90

 
7/31/2013
 
1994
TGI Fridays
 
Rochester
 
MN
 
—

 
1,347

 
1,102

 
—

 
2,449

 
96

 
7/31/2013
 
1993
TGI Fridays
 
Bismarck
 
ND
 
—

 
1,038

 
1,928

 
—

 
2,966

 
167

 
7/31/2013
 
2000
TGI Fridays
 
Blasdell
 
NY
 
—

 
1,215

 
1,913

 
—

 
3,128

 
169

 
6/27/2013
 
2000
TGI Fridays
 
Homestead
 
PA
 
—

 
970

 
3,455

 
—

 
4,425

 
289

 
6/27/2013
 
1995
TGI Fridays
 
Warwick
 
RI
 
—

 
1,228

 
2,775

 
—

 
4,003

 
245

 
6/27/2013
 
1983
The Fresh Market
 
Winston-Salem
 
NC
 
—

 
196

 
4,562

 
—

 
4,758

 
190

 
2/7/2014
 
2007
The Italian Villa
 
Grand Island
 
NY
 
—

 
38

 
101

 
—

 
139

 
9

 
6/27/2013
 
1979
The Medicines Co.
 
Parsippany
 
NJ
 
27,700

 
5,150

 
50,051

 
—

 
55,201

 
2,027

 
2/7/2014
 
2009
The Shoppes at Port Arthur
 
Port Arthur
 
TX
 
8,077

 
3,331

 
14,992

 
—

 
18,323

 
656

 
2/7/2014
 
2008
The UPS Store
 
Elizabethtown
 
KY
 
—

 
1,460

 
10,336

 
720

 
12,516

 
861

 
9/24/2013
 
2001
The Vitamin Shoppe
 
Evergreen Park
 
IL
 
—

 
476

 
1,427

 
—

 
1,903

 
137

 
4/19/2013
 
2012
The Vitamin Shoppe
 
Ashland
 
VA
 
—

 
2,399

 
19,663

 
—

 
22,062

 
1,349

 
11/5/2013
 
2013
Thorntons Oil
 
Bloomington
 
IL
 
—

 
1,184

 
733

 
—

 
1,917

 
43

 
2/7/2014
 
1992
Thorntons Oil
 
Franklin Park
 
IL
 
—

 
1,403

 
1,882

 
—

 
3,285

 
98

 
2/7/2014
 
1989
Thorntons Oil
 
Joliet
 
IL
 
—

 
953

 
2,539

 
—

 
3,492

 
132

 
2/7/2014
 
2000
Thorntons Oil
 
Oaklawn
 
IL
 
—

 
1,203

 
898

 
—

 
2,101

 
51

 
2/7/2014
 
1994
Thorntons Oil
 
Ottawa
 
IL
 
—

 
565

 
2,003

 
—

 
2,568

 
107

 
2/7/2014
 
2006

F-230
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Thorntons Oil
 
Plainfield
 
IL
 
—

 
862

 
1,338

 
—

 
2,200

 
74

 
2/7/2014
 
1995
Thorntons Oil
 
Roselle
 
IL
 
—

 
661

 
2,194

 
—

 
2,855

 
110

 
2/7/2014
 
1996
Thorntons Oil
 
South Elgin
 
IL
 
—

 
1,239

 
1,688

 
—

 
2,927

 
96

 
2/7/2014
 
1995
Thorntons Oil
 
Springfield
 
IL
 
—

 
926

 
2,514

 
—

 
3,440

 
147

 
2/7/2014
 
1994
Thorntons Oil
 
Summit
 
IL
 
—

 
2,233

 
109

 
—

 
2,342

 
7

 
2/7/2014
 
2000
Thorntons Oil
 
Waukegan
 
IL
 
—

 
875

 
1,421

 
—

 
2,296

 
75

 
2/7/2014
 
1999
Thorntons Oil
 
Westmont
 
IL
 
—

 
760

 
3,069

 
—

 
3,829

 
153

 
2/7/2014
 
1997
Thorntons Oil
 
Clarksville
 
IN
 
—

 
1,319

 
687

 
—

 
2,006

 
43

 
2/7/2014
 
2005
Thorntons Oil
 
Edinburgh
 
IN
 
—

 
685

 
1,505

 
—

 
2,190

 
80

 
2/7/2014
 
1996
Thorntons Oil
 
Evansville
 
IN
 
—

 
467

 
1,479

 
—

 
1,946

 
79

 
2/7/2014
 
1987
Thorntons Oil
 
Evansville
 
IN
 
—

 
602

 
1,398

 
—

 
2,000

 
75

 
2/7/2014
 
1990
Thorntons Oil
 
Jeffersonville
 
IN
 
—

 
1,233

 
1,533

 
—

 
2,766

 
87

 
2/7/2014
 
1995
Thorntons Oil
 
Terre Haute
 
IN
 
—

 
732

 
1,829

 
—

 
2,561

 
100

 
2/7/2014
 
1995
Thorntons Oil
 
Henderson
 
KY
 
—

 
659

 
3,271

 
—

 
3,930

 
170

 
2/7/2014
 
1971
Thorntons Oil
 
Henderson
 
KY
 
—

 
483

 
1,778

 
—

 
2,261

 
85

 
2/7/2014
 
2007
Thorntons Oil
 
Louisville
 
KY
 
—

 
637

 
1,680

 
—

 
2,317

 
79

 
2/7/2014
 
1994
Thorntons Oil
 
Shelbyville
 
KY
 
—

 
299

 
2,036

 
—

 
2,335

 
102

 
2/7/2014
 
1991
Thorntons Oil
 
Galloway
 
OH
 
—

 
547

 
1,550

 
—

 
2,097

 
79

 
2/7/2014
 
1998
Tiffany & Co.
 
Parsippany
 
NJ
 
—

 
2,248

 
81,081

 
—

 
83,329

 
5,564

 
11/5/2013
 
1997
Tilted Kilt
 
Hendersonville
 
TN
 
—

 
310

 
763

 
—

 
1,073

 
64

 
6/27/2013
 
1995
Time Warner Cable
 
Milwaukee
 
WI
 
19,687

 
3,081

 
22,512

 
—

 
25,593

 
1,464

 
11/5/2013
 
2001
Tire Kingdom
 
Auburndale
 
FL
 
1,205

 
609

 
1,571

 
—

 
2,180

 
75

 
2/7/2014
 
2010
Tire Kingdom
 
Dublin
 
OH
 
717

 
373

 
1,119

 
—

 
1,492

 
176

 
4/30/2012
 
2003
Tire Kingdom
 
Greenville
 
SC
 
—

 
499

 
1,367

 
—

 
1,866

 
63

 
3/28/2014
 
1997
Tire Warehouse
 
Fitchburg
 
MA
 
—

 
203

 
704

 
—

 
907

 
61

 
6/27/2013
 
1982
Tire Warehouse
 
Bangor
 
ME
 
—

 
289

 
1,400

 
—

 
1,689

 
121

 
6/27/2013
 
1977
Tires Plus
 
Duluth
 
GA
 
—

 
777

 
1,259

 
—

 
2,036

 
65

 
2/21/2014
 
2001
TitleMax
 
Gainesville
 
GA
 
—

 
221

 
270

 
—

 
491

 
23

 
7/31/2013
 
2007
TJ Maxx
 
Philadelphia
 
PA
 
—

 
9,889

 
84,953

 
—

 
94,842

 
5,830

 
11/5/2013
 
2001
T-Mobile
 
Nashville
 
TN
 
—

 
1,190

 
15,847

 
—

 
17,037

 
948

 
11/5/2013
 
2002
Tommy Addison's
 
Edgewood
 
FL
 
—

 
366

 
447

 
—

 
813

 
39

 
7/31/2013
 
2003
Toys R Us
 
Coral Springs
 
FL
 
—

 
4,264

 
5,289

 
—

 
9,553

 
233

 
2/7/2014
 
2010

F-231
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Tractor Supply
 
Oneonta
 
AL
 
—

 
359

 
1,438

 
—

 
1,797

 
117

 
4/18/2013
 
1983
Tractor Supply
 
Summerdale
 
AL
 
1,210

 
276

 
2,470

 
—

 
2,746

 
97

 
2/7/2014
 
2010
Tractor Supply
 
Tuscaloosa
 
AL
 
—

 
746

 
1,979

 
—

 
2,725

 
77

 
2/7/2014
 
2012
Tractor Supply
 
Little Rock
 
AR
 
1,500

 
930

 
2,035

 
—

 
2,965

 
79

 
2/7/2014
 
2009
Tractor Supply
 
Auburn
 
CA
 
—

 
1,175

 
2,901

 
—

 
4,076

 
116

 
2/7/2014
 
2012
Tractor Supply
 
Dixon
 
CA
 
2,962

 
1,619

 
4,044

 
—

 
5,663

 
164

 
2/7/2014
 
2007
Tractor Supply
 
Jackson
 
CA
 
—

 
1,209

 
3,640

 
—

 
4,849

 
140

 
2/7/2014
 
2012
Tractor Supply
 
Los Banos
 
CA
 
3,469

 
1,213

 
3,638

 
—

 
4,851

 
325

 
2/28/2013
 
2009
Tractor Supply
 
Middletown
 
DE
 
—

 
1,487

 
3,293

 
—

 
4,780

 
124

 
2/7/2014
 
2007
Tractor Supply
 
Mims
 
FL
 
—

 
310

 
2,787

 
—

 
3,097

 
161

 
10/10/2013
 
2012
Tractor Supply
 
Bainbridge
 
GA
 
—

 
687

 
2,445

 
—

 
3,132

 
91

 
2/7/2014
 
2008
Tractor Supply
 
Rincon
 
GA
 
—

 
978

 
2,016

 
—

 
2,994

 
76

 
2/7/2014
 
2007
Tractor Supply
 
Alton
 
IL
 
1,403

 
565

 
3,062

 
—

 
3,627

 
116

 
2/7/2014
 
2008
Tractor Supply
 
Mishawaka
 
IN
 
—

 
620

 
2,683

 
—

 
3,303

 
103

 
2/7/2014
 
2011
Tractor Supply
 
Sellersburg
 
IN
 
1,433

 
762

 
2,146

 
—

 
2,908

 
85

 
2/7/2014
 
2010
Tractor Supply
 
St. John
 
IN
 
2,247

 
1,715

 
3,397

 
—

 
5,112

 
139

 
2/7/2014
 
2007
Tractor Supply
 
Lawrence
 
KS
 
1,377

 
361

 
2,637

 
—

 
2,998

 
103

 
2/7/2014
 
2010
Tractor Supply
 
Topeka
 
KS
 
1,678

 
446

 
1,785

 
—

 
2,231

 
65

 
5/19/2014
 
2006
Tractor Supply
 
Glasgow
 
KY
 
—

 
453

 
1,812

 
—

 
2,265

 
64

 
5/19/2014
 
2005
Tractor Supply
 
Grayson
 
KY
 
—

 
540

 
2,709

 
—

 
3,249

 
106

 
2/7/2014
 
2011
Tractor Supply
 
Paducah
 
KY
 
—

 
393

 
1,574

 
—

 
1,967

 
57

 
5/19/2014
 
1995
Tractor Supply
 
Gray
 
LA
 
2,049

 
550

 
2,202

 
—

 
2,752

 
249

 
8/7/2012
 
2011
Tractor Supply
 
Belchertown
 
MA
 
1,823

 
1,148

 
3,179

 
—

 
4,327

 
129

 
2/7/2014
 
2009
Tractor Supply
 
Millbury
 
MA
 
—

 
806

 
3,094

 
—

 
3,900

 
77

 
6/26/2014
 
2013
Tractor Supply
 
Southwick
 
MA
 
2,428

 
1,601

 
3,583

 
—

 
5,184

 
144

 
2/7/2014
 
2008
Tractor Supply
 
Augusta
 
ME
 
1,423

 
530

 
2,756

 
—

 
3,286

 
111

 
2/7/2014
 
2009
Tractor Supply
 
Jonesville
 
MI
 
—

 
267

 
2,364

 
—

 
2,631

 
93

 
3/28/2014
 
2005
Tractor Supply
 
Negaunee
 
MI
 
—

 
488

 
1,953

 
—

 
2,441

 
237

 
6/12/2012
 
2010

F-232
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Tractor Supply
 
Jefferson City
 
MO
 
1,125

 
490

 
1,877

 
—

 
2,367

 
73

 
2/7/2014
 
2009
Tractor Supply
 
Nixa
 
MO
 
1,346

 
476

 
2,040

 
—

 
2,516

 
81

 
2/7/2014
 
2009
Tractor Supply
 
Sedalia
 
MO
 
1,090

 
480

 
1,782

 
—

 
2,262

 
72

 
2/7/2014
 
2010
Tractor Supply
 
Troy
 
MO
 
1,286

 
730

 
2,587

 
—

 
3,317

 
99

 
2/7/2014
 
2009
Tractor Supply
 
Union
 
MO
 
1,403

 
589

 
3,012

 
—

 
3,601

 
112

 
2/7/2014
 
2008
Tractor Supply
 
Franklin
 
NC
 
1,480

 
434

 
2,629

 
—

 
3,063

 
103

 
2/7/2014
 
2009
Tractor Supply
 
Murphy
 
NC
 
1,402

 
990

 
2,090

 
—

 
3,080

 
85

 
2/7/2014
 
2010
Tractor Supply
 
Plaistow
 
NH
 
—

 
638

 
2,552

 
—

 
3,190

 
147

 
10/10/2013
 
2012
Tractor Supply
 
Plymouth
 
NH
 
2,074

 
424

 
2,430

 
—

 
2,854

 
243

 
11/29/2012
 
2011
Tractor Supply
 
Allentown
 
NJ
 
2,710

 
697

 
3,949

 
—

 
4,646

 
557

 
1/27/2012
 
2008
Tractor Supply
 
Sicklerville
 
NJ
 
—

 
1,931

 
4,302

 
—

 
6,233

 
163

 
2/7/2014
 
2009
Tractor Supply
 
Farmington
 
NM
 
—

 
1,091

 
2,194

 
—

 
3,285

 
87

 
3/28/2014
 
2012
Tractor Supply
 
Roswell
 
NM
 
—

 
947

 
2,181

 
—

 
3,128

 
86

 
2/7/2014
 
2009
Tractor Supply
 
Silver City
 
NM
 
—

 
716

 
2,380

 
—

 
3,096

 
94

 
3/28/2014
 
2012
Tractor Supply
 
Macedon
 
NY
 
—

 
168

 
1,591

 
—

 
1,759

 
56

 
4/29/2014
 
1992
Tractor Supply
 
Hamilton
 
OH
 
931

 
675

 
1,472

 
—

 
2,147

 
83

 
2/7/2014
 
1975
Tractor Supply
 
Wauseon
 
OH
 
1,374

 
931

 
2,128

 
—

 
3,059

 
88

 
2/7/2014
 
2007
Tractor Supply
 
Chickasha
 
OK
 
—

 
599

 
2,056

 
—

 
2,655

 
84

 
3/28/2014
 
2014
Tractor Supply
 
Glenpool
 
OK
 
1,180

 
359

 
2,447

 
—

 
2,806

 
94

 
2/7/2014
 
2009
Tractor Supply
 
Stillwater
 
OK
 
1,205

 
205

 
2,715

 
—

 
2,920

 
103

 
2/7/2014
 
2009
Tractor Supply
 
Gibsonia
 
PA
 
1,648

 
1,044

 
2,778

 
—

 
3,822

 
110

 
2/7/2014
 
2009
Tractor Supply
 
Columbia
 
SC
 
—

 
952

 
2,222

 
—

 
3,174

 
83

 
2/7/2014
 
2011
Tractor Supply
 
Irmo
 
SC
 
—

 
725

 
2,171

 
—

 
2,896

 
85

 
2/7/2014
 
2009
Tractor Supply
 
Ballinger
 
TX
 
1,248

 
476

 
2,477

 
—

 
2,953

 
92

 
2/7/2014
 
2010
Tractor Supply
 
Del Rio
 
TX
 
—

 
927

 
2,044

 
—

 
2,971

 
78

 
2/7/2014
 
2009
Tractor Supply
 
Edinburg
 
TX
 
—

 
768

 
3,163

 
—

 
3,931

 
117

 
2/7/2014
 
2009
Tractor Supply
 
Kenedy
 
TX
 
1,220

 
309

 
2,372

 
—

 
2,681

 
88

 
2/7/2014
 
2010
Tractor Supply
 
Pearsall
 
TX
 
1,199

 
318

 
2,551

 
—

 
2,869

 
95

 
2/7/2014
 
2009

F-233
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Tractor Supply
 
Rio Grande
 
TX
 
—

 
469

 
1,095

 
—

 
1,564

 
133

 
6/19/2012
 
1993
Tractor Supply
 
Woodstock
 
VA
 
—

 
524

 
2,098

 
—

 
2,622

 
72

 
5/19/2014
 
2004
Trader Joe's
 
Sarasota
 
FL
 
—

 
1,646

 
5,416

 
—

 
7,062

 
250

 
2/7/2014
 
2012
Trader Joe's
 
Lexington
 
KY
 
—

 
2,287

 
3,795

 
—

 
6,082

 
183

 
2/7/2014
 
2012
Tumbleweed
 
Terre Haute
 
IN
 
—

 
434

 
1,303

 
—

 
1,737

 
113

 
7/31/2013
 
1997
Tumbleweed
 
Louisville
 
KY
 
—

 
468

 
1,404

 
—

 
1,872

 
122

 
7/31/2013
 
2001
Tumbleweed
 
Mayesville
 
KY
 
—

 
353

 
823

 
—

 
1,176

 
71

 
7/31/2013
 
2000
Tumbleweed
 
Owensboro
 
KY
 
—

 
355

 
1,420

 
—

 
1,775

 
123

 
7/31/2013
 
1997
Tumbleweed
 
Bellefontaine
 
OH
 
—

 
234

 
938

 
—

 
1,172

 
81

 
7/31/2013
 
1999
Tumbleweed
 
Springfield
 
OH
 
—

 
549

 
1,280

 
—

 
1,829

 
111

 
7/31/2013
 
1998
Tumbleweed
 
Wooster
 
OH
 
—

 
342

 
799

 
—

 
1,141

 
69

 
7/31/2013
 
1997
Tumbleweed
 
Zanesville
 
OH
 
—

 
639

 
1,491

 
—

 
2,130

 
129

 
7/31/2013
 
1998
Tutor Time
 
Downingtown
 
PA
 
—

 
205

 
2,788

 
—

 
2,993

 
127

 
2/7/2014
 
1998
Tutor Time
 
Austin
 
TX
 
—

 
417

 
1,861

 
—

 
2,278

 
89

 
2/7/2014
 
2000
Ulta Salon
 
Jonesboro
 
AR
 
—

 
742

 
2,289

 
—

 
3,031

 
95

 
2/7/2014
 
2013
Ulta Salon
 
Fort Gratiot
 
MI
 
—

 
164

 
2,083

 
—

 
2,247

 
89

 
2/7/2014
 
2012
Ulta Salon
 
Jackson
 
TN
 
1,454

 
547

 
2,123

 
—

 
2,670

 
90

 
2/7/2014
 
2010
United Technologies
 
Bradenton
 
FL
 
10,050

 
2,692

 
17,973

 
—

 
20,665

 
670

 
2/7/2014
 
2004
University Plaza
 
Flagstaff
 
AZ
 
—

 
4,727

 
18,087

 
—

 
22,814

 
1,015

 
2/7/2014
 
1982
US Bank
 
Fayetteville
 
NC
 
—

 
608

 
1,741

 
—

 
2,349

 
73

 
2/7/2014
 
2012
US Bank
 
Garfield Height
 
OH
 
—

 
165

 
1,016

 
—

 
1,181

 
59

 
1/8/2014
 
1958
USG Corporation
 
Libertyville
 
IL
 
14,807

 
2,593

 
10,284

 
—

 
12,877

 
420

 
2/21/2014
 
1965
VA Clinic
 
Oceanside
 
CA
 
27,750

 
9,489

 
33,812

 
—

 
43,301

 
1,354

 
2/7/2014
 
2010
Vacant
 
Ottawa
 
IL
 
1,768

 
376

 
—

 
—

 
376

 
—

 
2/21/2014
 
1995
Vacant
 
Greensboro
 
NC
 
8,597

 
1,020

 
—

 
—

 
1,020

 
—

 
2/21/2014
 
1995
Vacant
 
Richfield
 
OH
 
10,065

 
1,414

 
—

 
—

 
1,414

 
—

 
2/21/2014
 
1995
Vacant
 
Virginia Beach
 
VA
 
959

 
934

 
—

 
—

 
934

 
—

 
2/21/2014
 
1997
Vanguard Car Rental
 
College Park
 
GA
 
8,625

 
1,561

 
6,244

 
—

 
7,805

 
256

 
5/19/2014
 
2002

F-234
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Velox Insurance
 
Woodstock
 
GA
 
—

 
155

 
127

 
—

 
282

 
11

 
7/31/2013
 
1988
Verizon Wireless
 
Statesville
 
NC
 
—

 
207

 
459

 
—

 
666

 
40

 
6/27/2013
 
1993
Volusia Square
 
Daytona Beach
 
FL
 
16,557

 
4,598

 
28,511

 
—

 
33,109

 
1,415

 
2/7/2014
 
1986
Waffle House
 
Cocoa
 
FL
 
—

 
150

 
279

 
—

 
429

 
21

 
7/31/2013
 
1986
Waffle House
 
Roanoke
 
VA
 
—

 
176

 
327

 
—

 
503

 
25

 
7/31/2013
 
1987
Walgreens
 
Birmingham
 
AL
 
1,560

 
996

 
3,005

 
—

 
4,001

 
158

 
2/7/2014
 
1999
Walgreens
 
Wetumpka
 
AL
 
2,362

 
547

 
3,102

 
—

 
3,649

 
535

 
2/22/2012
 
2007
Walgreens
 
Kingman
 
AZ
 
2,997

 
669

 
5,726

 
—

 
6,395

 
278

 
2/7/2014
 
2009
Walgreens
 
Peoria
 
AZ
 
—

 
837

 
1,953

 
—

 
2,790

 
220

 
2/27/2013
 
1996
Walgreens
 
Phoenix
 
AZ
 
—

 
1,037

 
1,927

 
—

 
2,964

 
207

 
3/26/2013
 
1999
Walgreens
 
Tucson
 
AZ
 
—

 
1,234

 
5,143

 
—

 
6,377

 
249

 
2/7/2014
 
2003
Walgreens
 
Tucson
 
AZ
 
2,910

 
1,406

 
3,571

 
—

 
4,977

 
177

 
2/7/2014
 
2004
Walgreens
 
Coalinga
 
CA
 
2,800

 
396

 
3,568

 
—

 
3,964

 
687

 
10/11/2011
 
2008
Walgreens
 
Lancaster
 
CA
 
2,719

 
859

 
4,246

 
—

 
5,105

 
225

 
2/7/2014
 
2009
Walgreens
 
Boulder
 
CO
 
—

 
898

 
3,198

 
—

 
4,096

 
154

 
3/31/2014
 
2000
Walgreens
 
Castle Rock
 
CO
 
3,953

 
1,581

 
3,689

 
—

 
5,270

 
323

 
7/11/2013
 
2002
Walgreens
 
Denver
 
CO
 
3,350

 
—

 
4,050

 
—

 
4,050

 
354

 
7/2/2013
 
2008
Walgreens
 
Pueblo
 
CO
 
—

 
519

 
2,971

 
—

 
3,490

 
146

 
2/7/2014
 
2003
Walgreens
 
Orlando
 
FL
 
—

 
1,007

 
1,869

 
—

 
2,876

 
145

 
9/30/2013
 
1996
Walgreens
 
Acworth
 
GA
 
—

 
1,583

 
2,940

 
—

 
4,523

 
345

 
1/25/2013
 
2012
Walgreens
 
Decatur
 
GA
 
—

 
1,746

 
3,337

 
—

 
5,083

 
163

 
2/7/2014
 
2001
Walgreens
 
Grayson
 
GA
 
2,720

 
947

 
3,748

 
—

 
4,695

 
181

 
2/7/2014
 
2004
Walgreens
 
Union City
 
GA
 
—

 
909

 
3,841

 
—

 
4,750

 
185

 
2/7/2014
 
2005
Walgreens
 
Warner Robins
 
GA
 
—

 
1,099

 
3,069

 
—

 
4,168

 
155

 
2/7/2014
 
2007
Walgreens
 
Dubuque
 
IA
 
—

 
638

 
3,905

 
—

 
4,543

 
187

 
2/7/2014
 
2008
Walgreens
 
Muscatine
 
IA
 
—

 
676

 
3,243

 
—

 
3,919

 
159

 
2/7/2014
 
2001
Walgreens
 
Twin Falls
 
ID
 
2,432

 
1,156

 
3,896

 
—

 
5,052

 
197

 
2/7/2014
 
2009
Walgreens
 
Cahokia
 
IL
 
1,595

 
394

 
1,577

 
—

 
1,971

 
68

 
5/19/2014
 
1994

F-235
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Walgreens
 
Chicago
 
IL
 
—

 
1,212

 
2,829

 
—

 
4,041

 
332

 
1/30/2013
 
1999
Walgreens
 
Chicago
 
IL
 
—

 
1,617

 
3,003

 
—

 
4,620

 
353

 
1/30/2013
 
1995
Walgreens
 
Chicago
 
IL
 
—

 
952

 
3,235

 
—

 
4,187

 
155

 
2/7/2014
 
2003
Walgreens
 
Chicago
 
IL
 
—

 
911

 
4,830

 
—

 
5,741

 
226

 
2/7/2014
 
2000
Walgreens
 
Loves Park
 
IL
 
—

 
943

 
3,528

 
—

 
4,471

 
169

 
2/7/2014
 
2008
Walgreens
 
Machesney Park
 
IL
 
—

 
822

 
3,727

 
—

 
4,549

 
183

 
2/7/2014
 
2008
Walgreens
 
Matteson
 
IL
 
2,450

 
416

 
4,070

 
—

 
4,486

 
187

 
2/7/2014
 
2008
Walgreens
 
South Elgin
 
IL
 
2,260

 
1,710

 
3,208

 
—

 
4,918

 
160

 
2/7/2014
 
2002
Walgreens
 
St. Charles
 
IL
 
2,030

 
1,472

 
3,262

 
—

 
4,734

 
156

 
2/7/2014
 
2002
Walgreens
 
Anderson
 
IN
 
2,717

 
807

 
3,227

 
—

 
4,034

 
476

 
7/31/2012
 
2001
Walgreens
 
Lafayette
 
IN
 
2,350

 
626

 
4,183

 
—

 
4,809

 
181

 
2/7/2014
 
2008
Walgreens
 
South Bend
 
IN
 
3,120

 
1,240

 
5,015

 
—

 
6,255

 
251

 
2/7/2014
 
2006
Walgreens
 
Lawrence
 
KS
 
1,609

 
588

 
2,351

 
—

 
2,939

 
96

 
5/19/2014
 
1992
Walgreens
 
Olathe
 
KS
 
—

 
1,258

 
3,774

 
—

 
5,032

 
330

 
7/25/2013
 
2002
Walgreens
 
Wichita
 
KS
 
—

 
385

 
4,286

 
—

 
4,671

 
207

 
2/7/2014
 
2000
Walgreens
 
Frankfort
 
KY
 
2,935

 
911

 
3,643

 
—

 
4,554

 
628

 
2/8/2012
 
2006
Walgreens
 
Madisonville
 
KY
 
—

 
1,085

 
2,857

 
—

 
3,942

 
147

 
2/7/2014
 
2007
Walgreens
 
Shereveport
 
LA
 
2,638

 
619

 
3,509

 
—

 
4,128

 
605

 
2/22/2012
 
2003
Walgreens
 
Framingham
 
MA
 
3,046

 
2,103

 
4,770

 
—

 
6,873

 
227

 
2/7/2014
 
2007
Walgreens
 
Baltimore
 
MD
 
—

 
1,185

 
2,764

 
—

 
3,949

 
228

 
8/6/2013
 
2000
Walgreens
 
Brooklyn Park
 
MD
 
—

 
1,416

 
4,160

 
—

 
5,576

 
197

 
2/7/2014
 
2008
Walgreens
 
Augusta
 
ME
 
3,156

 
1,648

 
5,146

 
—

 
6,794

 
261

 
2/7/2014
 
2007
Walgreens
 
Clarkston
 
MI
 
—

 
2,768

 
3,197

 
—

 
5,965

 
158

 
2/7/2014
 
2000
Walgreens
 
Clinton
 
MI
 
—

 
1,463

 
3,413

 
—

 
4,876

 
435

 
11/13/2012
 
2002
Walgreens
 
Dearborn Heights
 
MI
 
—

 
190

 
3,605

 
—

 
3,795

 
370

 
4/1/2013
 
1998
Walgreens
 
Eastpointe
 
MI
 
—

 
668

 
2,672

 
—

 
3,340

 
474

 
1/19/2012
 
1998
Walgreens
 
Lincoln Park
 
MI
 
5,494

 
1,041

 
5,896

 
—

 
6,937

 
870

 
7/31/2012
 
2007
Walgreens
 
Livonia
 
MI
 
—

 
261

 
2,350

 
—

 
2,611

 
241

 
4/1/2013
 
1998

F-236
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Walgreens
 
Stevensville
 
MI
 
3,100

 
855

 
3,420

 
—

 
4,275

 
641

 
11/28/2011
 
2007
Walgreens
 
Troy
 
MI
 
—

 
—

 
1,896

 
—

 
1,896

 
232

 
12/12/2012
 
2000
Walgreens
 
Warren
 
MI
 
—

 
748

 
2,991

 
—

 
3,739

 
381

 
11/21/2012
 
1999
Walgreens
 
North Mankato
 
MN
 
2,530

 
1,748

 
3,604

 
—

 
5,352

 
180

 
2/7/2014
 
2008
Walgreens
 
Country Club Hill
 
MO
 
—

 
997

 
4,204

 
—

 
5,201

 
190

 
2/7/2014
 
2009
Walgreens
 
Independence
 
MO
 
—

 
1,122

 
3,816

 
—

 
4,938

 
188

 
2/7/2014
 
2001
Walgreens
 
Columbia
 
MS
 
3,091

 
452

 
4,072

 
—

 
4,524

 
499

 
12/21/2012
 
2011
Walgreens
 
Greenwood
 
MS
 
2,423

 
561

 
3,181

 
—

 
3,742

 
549

 
2/22/2012
 
2007
Walgreens
 
Jackson
 
MS
 
—

 
983

 
2,996

 
—

 
3,979

 
164

 
2/18/2014
 
1998
Walgreens
 
Cape Carteret
 
NC
 
2,400

 
919

 
3,087

 
—

 
4,006

 
151

 
2/7/2014
 
2008
Walgreens
 
Durham
 
NC
 
2,871

 
1,441

 
3,581

 
—

 
5,022

 
195

 
2/7/2014
 
2010
Walgreens
 
Durham
 
NC
 
2,849

 
2,201

 
2,923

 
—

 
5,124

 
173

 
2/7/2014
 
2008
Walgreens
 
Fayetteville
 
NC
 
—

 
860

 
4,263

 
—

 
5,123

 
233

 
2/7/2014
 
2009
Walgreens
 
Laurinburg
 
NC
 
—

 
355

 
3,577

 
—

 
3,932

 
185

 
2/26/2014
 
2013
Walgreens
 
Leland
 
NC
 
2,472

 
1,226

 
3,681

 
—

 
4,907

 
185

 
2/7/2014
 
2008
Walgreens
 
Rocky Mount
 
NC
 
2,995

 
1,105

 
4,046

 
—

 
5,151

 
224

 
2/7/2014
 
2009
Walgreens
 
Wilmington
 
NC
 
—

 
941

 
4,057

 
—

 
4,998

 
215

 
2/7/2014
 
2010
Walgreens
 
Winterville
 
NC
 
3,030

 
578

 
5,322

 
—

 
5,900

 
274

 
2/7/2014
 
2009
Walgreens
 
North Platte
 
NE
 
—

 
935

 
4,292

 
—

 
5,227

 
216

 
2/7/2014
 
2009
Walgreens
 
Omaha
 
NE
 
2,580

 
1,316

 
4,122

 
—

 
5,438

 
205

 
2/7/2014
 
2009
Walgreens
 
Papillion
 
NE
 
—

 
1,239

 
3,212

 
—

 
4,451

 
157

 
2/7/2014
 
2009
Walgreens
 
Maplewood
 
NJ
 
4,700

 
1,071

 
6,071

 
—

 
7,142

 
1,138

 
11/18/2011
 
2011
Walgreens
 
Albuquerque
 
NM
 
—

 
1,173

 
2,287

 
—

 
3,460

 
114

 
2/7/2014
 
1996
Walgreens
 
Las Vegas
 
NV
 
6,566

 
1,528

 
6,114

 
—

 
7,642

 
963

 
5/30/2012
 
2009
Walgreens
 
Las Vegas
 
NV
 
—

 
700

 
2,801

 
—

 
3,501

 
287

 
4/30/2013
 
2001
Walgreens
 
Lockport
 
NY
 
—

 
2,358

 
2,301

 
—

 
4,659

 
98

 
4/21/2014
 
1998
Walgreens
 
Staten Island
 
NY
 
3,081

 
—

 
3,984

 
—

 
3,984

 
767

 
10/5/2011
 
2007
Walgreens
 
Watertown
 
NY
 
—

 
2,937

 
2,664

 
—

 
5,601

 
134

 
2/7/2014
 
2006


F-237
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Walgreens
 
Akron
 
OH
 
1,683

 
664

 
1,548

 
—

 
2,212

 
151

 
5/31/2013
 
1994
Walgreens
 
Bryan
 
OH
 
2,842

 
219

 
4,154

 
—

 
4,373

 
717

 
2/22/2012
 
2007
Walgreens
 
Cleveland
 
OH
 
1,372

 
472

 
1,890

 
—

 
2,362

 
69

 
5/19/2014
 
1994
Walgreens
 
Cleveland
 
OH
 
2,692

 
743

 
4,757

 
—

 
5,500

 
239

 
2/7/2014
 
2008
Walgreens
 
Eaton
 
OH
 
3,068

 
398

 
3,586

 
—

 
3,984

 
547

 
6/27/2012
 
2008
Walgreens
 
Liberty Township
 
OH
 
—

 
920

 
4,330

 
—

 
5,250

 
213

 
2/7/2014
 
2011
Walgreens
 
Medina
 
OH
 
—

 
820

 
4,585

 
—

 
5,405

 
217

 
2/7/2014
 
2001
Walgreens
 
New Albany
 
OH
 
—

 
919

 
3,424

 
—

 
4,343

 
162

 
2/7/2014
 
2006
Walgreens
 
Xenia
 
OH
 
—

 
537

 
4,799

 
—

 
5,336

 
235

 
2/7/2014
 
2009
Walgreens
 
Chickasha
 
OK
 
—

 
347

 
4,200

 
—

 
4,547

 
201

 
2/7/2014
 
2007
Walgreens
 
Edmond
 
OK
 
2,240

 
697

 
4,288

 
—

 
4,985

 
210

 
2/7/2014
 
2000
Walgreens
 
Stillwater
 
OK
 
—

 
368

 
4,368

 
—

 
4,736

 
212

 
2/7/2014
 
2000
Walgreens
 
Tahlequah
 
OK
 
2,940

 
647

 
3,664

 
—

 
4,311

 
431

 
1/2/2013
 
2008
Walgreens
 
Tulsa
 
OK
 
—

 
1,147

 
2,904

 
—

 
4,051

 
142

 
2/7/2014
 
2001
Walgreens
 
Aibonito Pueblo
 
PR
 
5,695

 
1,855

 
5,566

 
—

 
7,421

 
598

 
3/5/2013
 
2012
Walgreens
 
Las Piedras
 
PR
 
5,293

 
1,726

 
5,179

 
—

 
6,905

 
531

 
4/3/2013
 
1995
Walgreens
 
Anderson
 
SC
 
2,705

 
835

 
3,342

 
—

 
4,177

 
576

 
2/8/2012
 
2006
Walgreens
 
Easley
 
SC
 
3,685

 
1,206

 
3,617

 
—

 
4,823

 
552

 
6/27/2012
 
2007
Walgreens
 
Fort Mill
 
SC
 
2,272

 
1,300

 
2,760

 
—

 
4,060

 
151

 
2/7/2014
 
2010
Walgreens
 
Goose Creek
 
SC
 
—

 
1,190

 
3,827

 
—

 
5,017

 
200

 
2/7/2014
 
2009
Walgreens
 
Greenville
 
SC
 
3,991

 
1,313

 
3,940

 
—

 
5,253

 
601

 
6/27/2012
 
2006
Walgreens
 
Lancaster
 
SC
 
2,980

 
1,941

 
3,526

 
—

 
5,467

 
196

 
2/7/2014
 
2009
Walgreens
 
Myrtle Beach
 
SC
 
—

 
—

 
2,077

 
—

 
2,077

 
379

 
12/29/2011
 
2001
Walgreens
 
N. Charleston
 
SC
 
3,380

 
1,320

 
3,081

 
—

 
4,401

 
470

 
6/27/2012
 
2007
Walgreens
 
Spearfish
 
SD
 
—

 
1,116

 
4,158

 
—

 
5,274

 
205

 
2/7/2014
 
2008
Walgreens
 
Bartlett
 
TN
 
—

 
2,358

 
2,194

 
—

 
4,552

 
106

 
2/7/2014
 
2001
Walgreens
 
Cordova
 
TN
 
2,254

 
1,005

 
2,345

 
—

 
3,350

 
299

 
11/9/2012
 
2002
Walgreens
 
Memphis
 
TN
 
2,418

 
896

 
2,687

 
—

 
3,583

 
356

 
10/2/2012
 
2003
Walgreens
 
Anthony
 
TX
 
—

 
644

 
4,369

 
—

 
5,013

 
202

 
2/7/2014
 
2008

F-238
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Walgreens
 
Baytown
 
TX
 
2,480

 
953

 
4,299

 
—

 
5,252

 
207

 
2/7/2014
 
2009
Walgreens
 
Brownwood
 
TX
 
—

 
868

 
4,718

 
—

 
5,586

 
227

 
2/7/2014
 
2008
Walgreens
 
Denton
 
TX
 
—

 
1,184

 
3,726

 
—

 
4,910

 
179

 
2/7/2014
 
2009
Walgreens
 
Houston
 
TX
 
1,604

 
491

 
1,965

 
—

 
2,456

 
83

 
5/19/2014
 
1993
Walgreens
 
Fredericksburg
 
VA
 
—

 
2,320

 
3,789

 
—

 
6,109

 
212

 
2/7/2014
 
2008
Walgreens
 
Portsmouth
 
VA
 
1,916

 
730

 
3,311

 
—

 
4,041

 
224

 
11/5/2013
 
1998
Walgreens
 
Roanoke
 
VA
 
—

 
842

 
4,051

 
—

 
4,893

 
202

 
2/7/2014
 
2009
Walgreens
 
Appleton
 
WI
 
1,880

 
975

 
3,047

 
—

 
4,022

 
150

 
2/7/2014
 
2008
Walgreens
 
Appleton
 
WI
 
2,736

 
1,198

 
4,344

 
—

 
5,542

 
216

 
2/7/2014
 
2008
Walgreens
 
Beloit
 
WI
 
2,184

 
721

 
3,653

 
—

 
4,374

 
183

 
2/7/2014
 
2008
Walgreens
 
Janesville
 
WI
 
—

 
1,039

 
5,315

 
—

 
6,354

 
261

 
2/7/2014
 
2008
Walgreens
 
Janesville
 
WI
 
2,235

 
593

 
4,009

 
—

 
4,602

 
196

 
2/7/2014
 
2010
Walgreens
 
La Crosse
 
WI
 
—

 
1,335

 
3,800

 
—

 
5,135

 
189

 
2/7/2014
 
2009
Walgreens
 
Bridgeport
 
WV
 
—

 
1,315

 
3,176

 
—

 
4,491

 
165

 
2/18/2014
 
2011
Wal-Mart
 
Riverside
 
CA
 
55,000

 
14,163

 
71,926

 
—

 
86,089

 
3,326

 
2/7/2014
 
2011
Wal-Mart
 
Pueblo
 
CO
 
8,250

 
2,586

 
12,512

 
—

 
15,098

 
627

 
2/7/2014
 
1998
Wal-Mart
 
Douglasville
 
GA
 
—

 
3,559

 
17,588

 
—

 
21,147

 
818

 
2/7/2014
 
1999
Wal-Mart
 
Valdosta
 
GA
 
—

 
3,909

 
9,447

 
—

 
13,356

 
453

 
2/7/2014
 
1998
Wal-Mart
 
Cary
 
NC
 
—

 
2,314

 
5,550

 
—

 
7,864

 
262

 
2/7/2014
 
2005
Wal-Mart
 
Albuquerque
 
NM
 
—

 
10,991

 
—

 
—

 
10,991

 
—

 
2/7/2014
 
2008
Wal-Mart
 
Las Vegas
 
NV
 
—

 
11,499

 
—

 
—

 
11,499

 
—

 
2/7/2014
 
2002
Wal-Mart
 
Las Vegas
 
NV
 
—

 
17,038

 
—

 
—

 
17,038

 
—

 
2/7/2014
 
2001
Wal-Mart
 
Lancaster
 
SC
 
—

 
2,714

 
11,677

 
—

 
14,391

 
560

 
2/7/2014
 
1999
Wal-Mart
 
Oneida
 
TN
 
—

 
1,803

 
8,580

 
—

 
10,383

 
401

 
2/7/2014
 
1999
WaWa
 
Gap
 
PA
 
—

 
561

 
5,054

 
—

 
5,615

 
236

 
2/7/2014
 
2004
WaWa
 
Portsmouth
 
VA
 
1,241

 
1,573

 
—

 
—

 
1,573

 
—

 
2/7/2014
 
2008
Weir Oil and Gas
 
Williston
 
ND
 
—

 
273

 
6,232

 
—

 
6,505

 
148

 
6/25/2014
 
2012
Wells Fargo
 
Bristol
 
PA
 
—

 
114

 
81

 
—

 
195

 
6

 
1/8/2014
 
1818
Wells Fargo
 
Lebanon
 
PA
 
—

 
80

 
435

 
—

 
515

 
24

 
1/8/2014
 
1995

F-239
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wells Fargo
 
Hillsboro
 
OR
 
13,500

 
10,480

 
19,287

 
—

 
29,767

 
741

 
2/7/2014
 
1978
Wendy's
 
Indianapolis
 
IN
 
—

 
102

 
227

 
—

 
329

 
15

 
6/27/2013
 
1995
Wendy's
 
Anniston
 
AL
 
—

 
454

 
591

 
—

 
1,045

 
50

 
6/27/2013
 
1976
Wendy's
 
Auburn
 
AL
 
—

 
718

 
1,334

 
—

 
2,052

 
103

 
7/31/2013
 
2000
Wendy's
 
Birmingham
 
AL
 
—

 
562

 
990

 
—

 
1,552

 
85

 
6/27/2013
 
2005
Wendy's
 
Homewood
 
AL
 
—

 
995

 
—

 
—

 
995

 
—

 
6/27/2013
 
1995
Wendy's
 
Phenix City
 
AL
 
—

 
529

 
1,178

 
—

 
1,707

 
101

 
6/27/2013
 
1999
Wendy's
 
Arkadelphia
 
AR
 
—

 
225

 
633

 
—

 
858

 
54

 
6/27/2013
 
1990
Wendy's
 
Batesville
 
AR
 
—

 
155

 
878

 
—

 
1,033

 
68

 
7/31/2013
 
1995
Wendy's
 
Benton
 
AR
 
—

 
478

 
1,018

 
—

 
1,496

 
87

 
6/27/2013
 
1993
Wendy's
 
Bentonville
 
AR
 
—

 
648

 
708

 
—

 
1,356

 
60

 
6/27/2013
 
1993
Wendy's
 
Bryant
 
AR
 
—

 
529

 
575

 
—

 
1,104

 
49

 
6/27/2013
 
1995
Wendy's
 
Cabot
 
AR
 
—

 
524

 
707

 
—

 
1,231

 
60

 
6/27/2013
 
1991
Wendy's
 
Conway
 
AR
 
—

 
478

 
594

 
—

 
1,072

 
51

 
6/27/2013
 
1985
Wendy's
 
Conway
 
AR
 
—

 
482

 
833

 
—

 
1,315

 
71

 
6/27/2013
 
1994
Wendy's
 
El Dorado
 
AR
 
—

 
413

 
1,151

 
—

 
1,564

 
98

 
6/27/2013
 
1975
Wendy's
 
Fayetteville
 
AR
 
—

 
408

 
830

 
—

 
1,238

 
71

 
6/27/2013
 
1994
Wendy's
 
Fayetteville
 
AR
 
—

 
463

 
463

 
—

 
926

 
36

 
7/31/2013
 
1989
Wendy's
 
Fort Smith
 
AR
 
—

 
195

 
1,186

 
—

 
1,381

 
101

 
6/27/2013
 
1995
Wendy's
 
Fort Smith
 
AR
 
—

 
63

 
1,016

 
—

 
1,079

 
87

 
6/27/2013
 
1995
Wendy's
 
Hot Springs
 
AR
 
—

 
593

 
395

 
—

 
988

 
30

 
7/31/2013
 
1974
Wendy's
 
Little Rock
 
AR
 
—

 
278

 
878

 
—

 
1,156

 
75

 
6/27/2013
 
1976
Wendy's
 
Little Rock
 
AR
 
—

 
762

 
258

 
—

 
1,020

 
22

 
6/27/2013
 
1977
Wendy's
 
Little Rock
 
AR
 
—

 
990

 
623

 
—

 
1,613

 
53

 
6/27/2013
 
1982
Wendy's
 
Little Rock
 
AR
 
—

 
605

 
463

 
—

 
1,068

 
40

 
6/27/2013
 
1987
Wendy's
 
Little Rock
 
AR
 
—

 
501

 
501

 
—

 
1,002

 
39

 
7/31/2013
 
1983
Wendy's
 
Little Rock
 
AR
 
—

 
773

 
773

 
—

 
1,546

 
60

 
7/31/2013
 
1994
Wendy's
 
Little Rock
 
AR
 
—

 
532

 
650

 
—

 
1,182

 
50

 
7/31/2013
 
1978
Wendy's
 
North Little Rock
 
AR
 
—

 
420

 
551

 
—

 
971

 
47

 
6/27/2013
 
1978

F-240
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
Pine Bluff
 
AR
 
—

 
105

 
433

 
—

 
538

 
37

 
6/27/2013
 
1978
Wendy's
 
Pine Bluff
 
AR
 
—

 
221

 
1,022

 
—

 
1,243

 
87

 
6/27/2013
 
1989
Wendy's
 
Rogers
 
AR
 
—

 
579

 
912

 
—

 
1,491

 
78

 
6/27/2013
 
1995
Wendy's
 
Russellville
 
AR
 
—

 
356

 
638

 
—

 
994

 
54

 
6/27/2013
 
1985
Wendy's
 
Searcy
 
AR
 
—

 
247

 
905

 
—

 
1,152

 
77

 
6/27/2013
 
1978
Wendy's
 
Springdale
 
AR
 
—

 
323

 
896

 
—

 
1,219

 
77

 
6/27/2013
 
1994
Wendy's
 
Springdale
 
AR
 
—

 
410

 
821

 
—

 
1,231

 
70

 
6/27/2013
 
1995
Wendy's
 
Stuttgart
 
AR
 
—

 
67

 
1,038

 
—

 
1,105

 
89

 
6/27/2013
 
2001
Wendy's
 
Van Buren
 
AR
 
—

 
197

 
748

 
—

 
945

 
64

 
6/27/2013
 
1994
Wendy's
 
Payson
 
AZ
 
—

 
679

 
829

 
—

 
1,508

 
64

 
7/31/2013
 
1986
Wendy's
 
Atascadero
 
CA
 
—

 
230

 
1,009

 
—

 
1,239

 
82

 
6/27/2013
 
1995
Wendy's
 
Camarillo
 
CA
 
—

 
320

 
2,253

 
—

 
2,573

 
182

 
6/27/2013
 
1995
Wendy's
 
Paso Robles
 
CA
 
—

 
150

 
1,603

 
—

 
1,753

 
130

 
6/27/2013
 
1995
Wendy's
 
Groton
 
CT
 
—

 
1,099

 
900

 
—

 
1,999

 
69

 
7/31/2013
 
1978
Wendy's
 
North Haven
 
CT
 
—

 
729

 
610

 
—

 
1,339

 
52

 
6/27/2013
 
1980
Wendy's
 
Norwich
 
CT
 
—

 
703

 
937

 
—

 
1,640

 
80

 
6/27/2013
 
1980
Wendy's
 
Orange
 
CT
 
—

 
1,343

 
1,641

 
—

 
2,984

 
126

 
7/31/2013
 
1995
Wendy's
 
Cocoa
 
FL
 
—

 
249

 
567

 
—

 
816

 
48

 
6/27/2013
 
1979
Wendy's
 
Indialantic
 
FL
 
—

 
592

 
614

 
—

 
1,206

 
52

 
6/27/2013
 
1985
Wendy's
 
Lake Wales
 
FL
 
—

 
975

 
1,462

 
—

 
2,437

 
112

 
7/31/2013
 
1999
Wendy's
 
Lynn Haven
 
FL
 
—

 
446

 
852

 
—

 
1,298

 
73

 
6/27/2013
 
1995
Wendy's
 
Melbourne
 
FL
 
—

 
550

 
681

 
—

 
1,231

 
58

 
6/27/2013
 
1993
Wendy's
 
Merritt Island
 
FL
 
—

 
720

 
589

 
—

 
1,309

 
45

 
7/31/2013
 
1990
Wendy's
 
New Smyrna Beach
 
FL
 
—

 
476

 
394

 
—

 
870

 
34

 
6/27/2013
 
1982
Wendy's
 
Ormond Beach
 
FL
 
—

 
626

 
561

 
—

 
1,187

 
48

 
6/27/2013
 
1994
Wendy's
 
Ormond Beach
 
FL
 
—

 
503

 
503

 
—

 
1,006

 
39

 
7/31/2013
 
1984
Wendy's
 
Panama City
 
FL
 
—

 
461

 
529

 
—

 
990

 
45

 
6/27/2013
 
1984
Wendy's
 
Panama City
 
FL
 
—

 
445

 
837

 
—

 
1,282

 
71

 
6/27/2013
 
1987
Wendy's
 
Port Orange
 
FL
 
—

 
695

 
569

 
—

 
1,264

 
44

 
7/31/2013
 
1996

F-241
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
South Daytona
 
FL
 
—

 
531

 
432

 
—

 
963

 
37

 
6/27/2013
 
1980
Wendy's
 
Starke
 
FL
 
—

 
383

 
419

 
—

 
802

 
36

 
6/27/2013
 
1995
Wendy's
 
Tallahassee
 
FL
 
—

 
952

 
514

 
—

 
1,466

 
44

 
6/27/2013
 
1986
Wendy's
 
Tallahassee
 
FL
 
—

 
855

 
505

 
—

 
1,360

 
43

 
6/27/2013
 
1986
Wendy's
 
Titusville
 
FL
 
—

 
528

 
239

 
—

 
767

 
20

 
6/27/2013
 
1978
Wendy's
 
Titusville
 
FL
 
—

 
415

 
761

 
—

 
1,176

 
65

 
6/27/2013
 
1984
Wendy's
 
Titusville
 
FL
 
—

 
414

 
770

 
—

 
1,184

 
59

 
7/31/2013
 
1996
Wendy's
 
Albany
 
GA
 
—

 
414

 
1,656

 
—

 
2,070

 
127

 
7/31/2013
 
1995
Wendy's
 
Albany
 
GA
 
—

 
383

 
748

 
—

 
1,131

 
33

 
3/26/2014
 
1999
Wendy's
 
Austell
 
GA
 
—

 
383

 
506

 
—

 
889

 
43

 
6/27/2013
 
1994
Wendy's
 
Brunswick
 
GA
 
—

 
306

 
435

 
—

 
741

 
37

 
6/27/2013
 
1985
Wendy's
 
Columbus
 
GA
 
—

 
701

 
1,787

 
—

 
2,488

 
153

 
6/27/2013
 
1999
Wendy's
 
Columbus
 
GA
 
—

 
743

 
1,185

 
—

 
1,928

 
101

 
6/27/2013
 
1988
Wendy's
 
Columbus
 
GA
 
—

 
478

 
2,209

 
—

 
2,687

 
189

 
6/27/2013
 
2003
Wendy's
 
Columbus
 
GA
 
—

 
223

 
1,380

 
—

 
1,603

 
61

 
3/26/2014
 
1982
Wendy's
 
Douglasville
 
GA
 
—

 
605

 
776

 
—

 
1,381

 
66

 
6/27/2013
 
1993
Wendy's
 
Eastman
 
GA
 
—

 
258

 
473

 
—

 
731

 
40

 
6/27/2013
 
1996
Wendy's
 
Fairburn
 
GA
 
—

 
1,076

 
1,316

 
—

 
2,392

 
101

 
7/31/2013
 
2002
Wendy's
 
Hogansville
 
GA
 
—

 
240

 
1,359

 
—

 
1,599

 
105

 
7/31/2013
 
1985
Wendy's
 
Lithia Springs
 
GA
 
—

 
668

 
774

 
—

 
1,442

 
66

 
6/27/2013
 
1988
Wendy's
 
Morrow
 
GA
 
—

 
755

 
922

 
—

 
1,677

 
71

 
7/31/2013
 
1990
Wendy's
 
Savannah
 
GA
 
—

 
720

 
720

 
—

 
1,440

 
55

 
7/31/2013
 
2001
Wendy's
 
Sharpsburg
 
GA
 
—

 
649

 
1,299

 
—

 
1,948

 
111

 
6/27/2013
 
2002
Wendy's
 
Smyrna
 
GA
 
—

 
693

 
416

 
—

 
1,109

 
36

 
6/27/2013
 
1990
Wendy's
 
Stockbridge
 
GA
 
—

 
480

 
558

 
—

 
1,038

 
48

 
6/27/2013
 
1987
Wendy's
 
Bourbonnais
 
IL
 
—

 
346

 
1,039

 
—

 
1,385

 
80

 
7/31/2013
 
1993
Wendy's
 
Joliet
 
IL
 
—

 
642

 
963

 
—

 
1,605

 
74

 
7/31/2013
 
1977
Wendy's
 
Kankakee
 
IL
 
—

 
250

 
1,419

 
—

 
1,669

 
109

 
7/31/2013
 
2005
Wendy's
 
Mokena
 
IL
 
—

 
665

 
997

 
—

 
1,662

 
77

 
7/31/2013
 
1992

F-242
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
Normal
 
IL
 
—

 
443

 
991

 
—

 
1,434

 
43

 
3/26/2014
 
1985
Wendy's
 
Anderson
 
IN
 
—

 
872

 
736

 
—

 
1,608

 
63

 
6/27/2013
 
1978
Wendy's
 
Anderson
 
IN
 
—

 
859

 
708

 
—

 
1,567

 
60

 
6/27/2013
 
1978
Wendy's
 
Anderson
 
IN
 
—

 
505

 
757

 
—

 
1,262

 
58

 
7/31/2013
 
1995
Wendy's
 
Anderson
 
IN
 
—

 
584

 
713

 
—

 
1,297

 
55

 
7/31/2013
 
1976
Wendy's
 
Avon
 
IN
 
—

 
538

 
407

 
—

 
945

 
29

 
2/7/2014
 
1990
Wendy's
 
Avon
 
IN
 
—

 
638

 
330

 
—

 
968

 
31

 
2/7/2014
 
1999
Wendy's
 
Carmel
 
IN
 
—

 
736

 
211

 
—

 
947

 
16

 
2/7/2014
 
1980
Wendy's
 
Carmel
 
IN
 
—

 
915

 
178

 
—

 
1,093

 
20

 
2/7/2014
 
2001
Wendy's
 
Connersville
 
IN
 
—

 
324

 
1,298

 
—

 
1,622

 
100

 
7/31/2013
 
1989
Wendy's
 
Fishers
 
IN
 
—

 
855

 
147

 
—

 
1,002

 
17

 
2/7/2014
 
1999
Wendy's
 
Fishers
 
IN
 
—

 
761

 
229

 
—

 
990

 
21

 
2/7/2014
 
2012
Wendy's
 
Greenfield
 
IN
 
—

 
429

 
214

 
—

 
643

 
17

 
2/7/2014
 
1980
Wendy's
 
Indianapolis
 
IN
 
—

 
751

 
212

 
—

 
963

 
20

 
2/7/2014
 
1993
Wendy's
 
Lebanon
 
IN
 
—

 
1,265

 
108

 
—

 
1,373

 
15

 
2/7/2014
 
1979
Wendy's
 
Noblesville
 
IN
 
—

 
590

 
42

 
—

 
632

 
4

 
2/7/2014
 
1988
Wendy's
 
Pendleton
 
IN
 
—

 
448

 
895

 
—

 
1,343

 
76

 
6/27/2013
 
2005
Wendy's
 
Richmond
 
IN
 
—

 
735

 
1,716

 
—

 
2,451

 
132

 
7/31/2013
 
1989
Wendy's
 
Richmond
 
IN
 
—

 
661

 
992

 
—

 
1,653

 
76

 
7/31/2013
 
1989
Wendy's
 
Benton
 
KY
 
—

 
252

 
926

 
—

 
1,178

 
41

 
3/26/2014
 
2001
Wendy's
 
Louisville
 
KY
 
—

 
834

 
1,379

 
—

 
2,213

 
118

 
6/27/2013
 
2001
Wendy's
 
Louisville
 
KY
 
—

 
532

 
1,221

 
—

 
1,753

 
104

 
6/27/2013
 
1998
Wendy's
 
Louisville
 
KY
 
—

 
857

 
1,421

 
—

 
2,278

 
121

 
6/27/2013
 
2000
Wendy's
 
Mayfield
 
KY
 
—

 
242

 
779

 
—

 
1,021

 
34

 
3/26/2014
 
1986
Wendy's
 
Baton Rouge
 
LA
 
—

 
316

 
782

 
—

 
1,098

 
67

 
6/27/2013
 
1998
Wendy's
 
Minden
 
LA
 
—

 
182

 
936

 
—

 
1,118

 
80

 
6/27/2013
 
2001


F-243
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
Worcester
 
MA
 
—

 
370

 
1,288

 
—

 
1,658

 
104

 
6/27/2013
 
1995
Wendy's
 
Baltimore
 
MD
 
—

 
760

 
802

 
—

 
1,562

 
69

 
6/27/2013
 
1995
Wendy's
 
Baltimore
 
MD
 
—

 
904

 
1,036

 
—

 
1,940

 
89

 
6/27/2013
 
2002
Wendy's
 
Landover
 
MD
 
—

 
340

 
267

 
—

 
607

 
23

 
6/27/2013
 
1978
Wendy's
 
Pasadena
 
MD
 
—

 
1,049

 
1,902

 
—

 
2,951

 
162

 
6/27/2013
 
1997
Wendy's
 
Salisbury
 
MD
 
—

 
370

 
1,299

 
—

 
1,669

 
105

 
6/27/2013
 
1995
Wendy's
 
Suitland
 
MD
 
—

 
332

 
275

 
—

 
607

 
23

 
6/27/2013
 
1979
Wendy's
 
Madison Heights
 
MI
 
—

 
198

 
725

 
—

 
923

 
62

 
6/27/2013
 
1998
Wendy's
 
Picayune
 
MS
 
—

 
437

 
1,032

 
—

 
1,469

 
45

 
3/26/2014
 
1983
Wendy's
 
Creedmoor
 
NC
 
—

 
533

 
663

 
—

 
1,196

 
57

 
6/27/2013
 
1995
Wendy's
 
Kinston
 
NC
 
—

 
491

 
1,159

 
—

 
1,650

 
41

 
5/1/2014
 
2004
Wendy's
 
Bellevue
 
NE
 
—

 
338

 
484

 
—

 
822

 
41

 
6/27/2013
 
1981
Wendy's
 
Eatontown
 
NJ
 
—

 
651

 
796

 
—

 
1,447

 
61

 
7/31/2013
 
1987
Wendy's
 
Millville
 
NJ
 
—

 
373

 
1,169

 
—

 
1,542

 
100

 
6/27/2013
 
1994
Wendy's
 
Henderson
 
NV
 
—

 
933

 
842

 
—

 
1,775

 
48

 
2/7/2014
 
1997
Wendy's
 
Henderson
 
NV
 
—

 
882

 
457

 
—

 
1,339

 
26

 
2/7/2014
 
1999
Wendy's
 
Henderson
 
NV
 
—

 
785

 
508

 
—

 
1,293

 
31

 
2/7/2014
 
2000
Wendy's
 
Las Vegas
 
NV
 
—

 
397

 
589

 
—

 
986

 
29

 
2/7/2014
 
1976
Wendy's
 
Las Vegas
 
NV
 
—

 
919

 
562

 
—

 
1,481

 
33

 
2/7/2014
 
1976
Wendy's
 
Las Vegas
 
NV
 
—

 
789

 
583

 
—

 
1,372

 
29

 
2/7/2014
 
1984
Wendy's
 
Las Vegas
 
NV
 
—

 
724

 
458

 
—

 
1,182

 
27

 
2/7/2014
 
1986
Wendy's
 
Las Vegas
 
NV
 
—

 
915

 
724

 
—

 
1,639

 
40

 
2/7/2014
 
1991
Wendy's
 
Las Vegas
 
NV
 
—

 
633

 
392

 
—

 
1,025

 
20

 
2/7/2014
 
1994
Wendy's
 
Auburn
 
NY
 
—

 
465

 
1,085

 
—

 
1,550

 
83

 
7/31/2013
 
1977
Wendy's
 
Binghamton
 
NY
 
—

 
293

 
879

 
—

 
1,172

 
68

 
7/31/2013
 
1978
Wendy's
 
Corning
 
NY
 
—

 
191

 
1,717

 
—

 
1,908

 
132

 
7/31/2013
 
1996
Wendy's
 
Cortland
 
NY
 
—

 
635

 
952

 
—

 
1,587

 
73

 
7/31/2013
 
1984
Wendy's
 
Endicott
 
NY
 
—

 
313

 
1,253

 
—

 
1,566

 
96

 
7/31/2013
 
1987
Wendy's
 
Fulton
 
NY
 
—

 
392

 
1,181

 
—

 
1,573

 
52

 
3/26/2014
 
1980
Wendy's
 
Horseheads
 
NY
 
—

 
72

 
1,369

 
—

 
1,441

 
105

 
7/31/2013
 
1982
Wendy's
 
Liverpool
 
NY
 
—

 
530

 
864

 
—

 
1,394

 
27

 
3/26/2014
 
1980
Wendy's
 
Oswego
 
NY
 
—

 
190

 
645

 
—

 
835

 
28

 
3/26/2014
 
1986

F-244
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
Owego
 
NY
 
—

 
101

 
1,915

 
—

 
2,016

 
147

 
7/31/2013
 
1989
Wendy's
 
Vestal
 
NY
 
—

 
488

 
878

 
—

 
1,366

 
28

 
3/26/2014
 
1995
Wendy's
 
Belpre
 
OH
 
—

 
297

 
1,195

 
—

 
1,492

 
52

 
3/26/2014
 
2000
Wendy's
 
Bowling Green
 
OH
 
—

 
502

 
932

 
—

 
1,434

 
72

 
7/31/2013
 
1994
Wendy's
 
Brookville
 
OH
 
—

 
448

 
1,072

 
—

 
1,520

 
47

 
3/26/2014
 
1984
Wendy's
 
Buckeye Lake
 
OH
 
—

 
864

 
877

 
—

 
1,741

 
75

 
6/27/2013
 
2000
Wendy's
 
Centerville
 
OH
 
—

 
615

 
1,434

 
—

 
2,049

 
110

 
7/31/2013
 
1997
Wendy's
 
Cincinnati
 
OH
 
—

 
939

 
1,408

 
—

 
2,347

 
108

 
7/31/2013
 
1980
Wendy's
 
Dayton
 
OH
 
—

 
723

 
1,343

 
—

 
2,066

 
103

 
7/31/2013
 
1977
Wendy's
 
Dayton
 
OH
 
—

 
304

 
1,264

 
—

 
1,568

 
55

 
3/26/2014
 
1974
Wendy's
 
Dayton
 
OH
 
—

 
288

 
813

 
—

 
1,101

 
36

 
3/26/2014
 
1985
Wendy's
 
Dayton
 
OH
 
—

 
342

 
848

 
—

 
1,190

 
37

 
3/26/2014
 
1973
Wendy's
 
Dayton
 
OH
 
—

 
274

 
1,029

 
—

 
1,303

 
47

 
3/26/2014
 
2004
Wendy's
 
Dayton
 
OH
 
—

 
286

 
869

 
—

 
1,155

 
38

 
3/26/2014
 
1977
Wendy's
 
Dayton
 
OH
 
—

 
258

 
838

 
—

 
1,096

 
37

 
3/26/2014
 
1985
Wendy's
 
Eaton
 
OH
 
—

 
207

 
1,084

 
—

 
1,291

 
32

 
3/26/2014
 
1993
Wendy's
 
Englewood
 
OH
 
—

 
261

 
924

 
—

 
1,185

 
41

 
3/26/2014
 
1976
Wendy's
 
Fairborn
 
OH
 
—

 
629

 
1,468

 
—

 
2,097

 
113

 
7/31/2013
 
1999
Wendy's
 
Fairborn
 
OH
 
—

 
604

 
1,408

 
—

 
2,012

 
108

 
7/31/2013
 
1992
Wendy's
 
Fairborn
 
OH
 
—

 
271

 
828

 
—

 
1,099

 
36

 
3/26/2014
 
1975
Wendy's
 
Fairfield
 
OH
 
—

 
794

 
971

 
—

 
1,765

 
75

 
7/31/2013
 
1981
Wendy's
 
Hamilton
 
OH
 
—

 
655

 
1,848

 
—

 
2,503

 
158

 
6/27/2013
 
2001
Wendy's
 
Hamilton
 
OH
 
—

 
697

 
1,295

 
—

 
1,992

 
100

 
7/31/2013
 
1974
Wendy's
 
Hamilton
 
OH
 
—

 
908

 
1,362

 
—

 
2,270

 
105

 
7/31/2013
 
2002
Wendy's
 
Hillsboro
 
OH
 
—

 
291

 
1,408

 
—

 
1,699

 
120

 
6/27/2013
 
1985
Wendy's
 
Lancaster
 
OH
 
—

 
552

 
1,025

 
—

 
1,577

 
79

 
7/31/2013
 
1984
Wendy's
 
Miamisburg
 
OH
 
—

 
888

 
1,086

 
—

 
1,974

 
84

 
7/31/2013
 
1995
Wendy's
 
Middletown
 
OH
 
—

 
755

 
1,133

 
—

 
1,888

 
87

 
7/31/2013
 
1995
Wendy's
 
Middletown
 
OH
 
—

 
752

 
920

 
—

 
1,672

 
71

 
7/31/2013
 
1995
Wendy's
 
Middletown
 
OH
 
—

 
494

 
1,481

 
—

 
1,975

 
114

 
7/31/2013
 
1977
Wendy's
 
Saint Bernard
 
OH
 
—

 
432

 
1,009

 
—

 
1,441

 
78

 
7/31/2013
 
1985
Wendy's
 
Springboro
 
OH
 
—

 
891

 
1,336

 
—

 
2,227

 
103

 
7/31/2013
 
1982

F-245
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
Swanton
 
OH
 
—

 
430

 
1,233

 
—

 
1,663

 
100

 
6/27/2013
 
1995
Wendy's
 
Sylvania
 
OH
 
—

 
300

 
799

 
—

 
1,099

 
65

 
6/27/2013
 
1995
Wendy's
 
West Carrollton
 
OH
 
—

 
708

 
865

 
—

 
1,573

 
67

 
7/31/2013
 
1979
Wendy's
 
West Chester
 
OH
 
—

 
944

 
772

 
—

 
1,716

 
59

 
7/31/2013
 
1982
Wendy's
 
West Chester
 
OH
 
—

 
616

 
924

 
—

 
1,540

 
71

 
7/31/2013
 
2005
Wendy's
 
Whitehall
 
OH
 
—

 
716

 
863

 
—

 
1,579

 
74

 
6/27/2013
 
1983
Wendy's
 
Wintersville
 
OH
 
—

 
621

 
1,450

 
—

 
2,071

 
112

 
7/31/2013
 
1977
Wendy's
 
Edmond
 
OK
 
—

 
791

 
697

 
—

 
1,488

 
32

 
3/27/2014
 
1979
Wendy's
 
Enid
 
OK
 
—

 
158

 
893

 
—

 
1,051

 
69

 
7/31/2013
 
2003
Wendy's
 
Ponca City
 
OK
 
—

 
529

 
983

 
—

 
1,512

 
76

 
7/31/2013
 
1979
Wendy's
 
The Dalles
 
OR
 
—

 
200

 
802

 
—

 
1,002

 
62

 
7/31/2013
 
1994
Wendy's
 
Sayre
 
PA
 
—

 
372

 
1,115

 
—

 
1,487

 
86

 
7/31/2013
 
1994
Wendy's
 
Anderson
 
SC
 
—

 
734

 
897

 
—

 
1,631

 
69

 
7/31/2013
 
1995
Wendy's
 
Columbia
 
SC
 
—

 
1,368

 
—

 
—

 
1,368

 
—

 
6/27/2013
 
1995
Wendy's
 
Columbia
 
SC
 
—

 
425

 
438

 
—

 
863

 
37

 
6/27/2013
 
1993
Wendy's
 
Greenville
 
SC
 
—

 
516

 
631

 
—

 
1,147

 
49

 
7/31/2013
 
1975
Wendy's
 
N. Myrtle Beach
 
SC
 
—

 
463

 
861

 
—

 
1,324

 
66

 
7/31/2013
 
1983
Wendy's
 
Spartanburg
 
SC
 
—

 
699

 
572

 
—

 
1,271

 
44

 
7/31/2013
 
1977
Wendy's
 
Brentwood
 
TN
 
—

 
339

 
1,356

 
—

 
1,695

 
104

 
7/31/2013
 
1982
Wendy's
 
Crossville
 
TN
 
—

 
190

 
760

 
—

 
950

 
58

 
7/31/2013
 
1978
Wendy's
 
Knoxville
 
TN
 
—

 
330

 
1,161

 
—

 
1,491

 
94

 
6/27/2013
 
1995
Wendy's
 
Knoxville
 
TN
 
—

 
330

 
1,132

 
—

 
1,462

 
91

 
6/27/2013
 
1995
Wendy's
 
Manchester
 
TN
 
—

 
245

 
1,390

 
—

 
1,635

 
107

 
7/31/2013
 
1984
Wendy's
 
Mcminnville
 
TN
 
—

 
255

 
1,443

 
—

 
1,698

 
111

 
7/31/2013
 
2010
Wendy's
 
Memphis
 
TN
 
—

 
227

 
530

 
—

 
757

 
41

 
7/31/2013
 
1980
Wendy's
 
Millington
 
TN
 
—

 
380

 
1,208

 
—

 
1,588

 
98

 
6/27/2013
 
1995
Wendy's
 
Murfreesboro
 
TN
 
—

 
586

 
1,088

 
—

 
1,674

 
84

 
7/31/2013
 
1983
Wendy's
 
Nashville
 
TN
 
—

 
592

 
1,100

 
—

 
1,692

 
85

 
7/31/2013
 
1983
Wendy's
 
Nashville
 
TN
 
—

 
328

 
1,313

 
—

 
1,641

 
101

 
7/31/2013
 
1983
Wendy's
 
Arlington
 
TX
 
—

 
1,322

 
1,546

 
—

 
2,868

 
132

 
6/27/2013
 
1994
Wendy's
 
Corpus Christi
 
TX
 
—

 
646

 
1,199

 
—

 
1,845

 
92

 
7/31/2013
 
1987
Wendy's
 
El Paso
 
TX
 
—

 
630

 
1,889

 
—

 
2,519

 
145

 
7/31/2013
 
1996

F-246
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
Kingwood
 
TX
 
—

 
304

 
1,724

 
—

 
2,028

 
133

 
7/31/2013
 
2001
Wendy's
 
San Antonio
 
TX
 
—

 
268

 
630

 
—

 
898

 
54

 
6/27/2013
 
1985
Wendy's
 
San Antonio
 
TX
 
—

 
320

 
320

 
—

 
640

 
27

 
6/27/2013
 
1985
Wendy's
 
San Antonio
 
TX
 
—

 
410

 
451

 
—

 
861

 
39

 
6/27/2013
 
1987
Wendy's
 
San Antonio
 
TX
 
—

 
707

 
603

 
—

 
1,310

 
28

 
2/7/2014
 
1990
Wendy's
 
San Antonio
 
TX
 
—

 
633

 
1,388

 
—

 
2,021

 
60

 
2/7/2014
 
1992
Wendy's
 
San Antonio
 
TX
 
—

 
1,007

 
546

 
—

 
1,553

 
27

 
2/7/2014
 
1995
Wendy's
 
San Antonio
 
TX
 
—

 
703

 
45

 
—

 
748

 
4

 
2/7/2014
 
2000
Wendy's
 
San Antonio
 
TX
 
—

 
788

 
45

 
—

 
833

 
4

 
2/7/2014
 
2003
Wendy's
 
San Marcos
 
TX
 
—

 
714

 
1,024

 
—

 
1,738

 
47

 
2/7/2014
 
2002
Wendy's
 
Schertz
 
TX
 
—

 
793

 
109

 
—

 
902

 
6

 
2/7/2014
 
1994
Wendy's
 
Selma
 
TX
 
—

 
841

 
117

 
—

 
958

 
6

 
2/7/2014
 
2003
Wendy's
 
Springs
 
TX
 
—

 
217

 
266

 
—

 
483

 
20

 
7/31/2013
 
1987
Wendy's
 
Bluefield
 
VA
 
—

 
450

 
1,927

 
—

 
2,377

 
156

 
6/27/2013
 
1995
Wendy's
 
Christiansburg
 
VA
 
—

 
416

 
624

 
—

 
1,040

 
48

 
7/31/2013
 
1980
Wendy's
 
Dublin
 
VA
 
—

 
384

 
1,402

 
—

 
1,786

 
120

 
6/27/2013
 
1993
Wendy's
 
Emporia
 
VA
 
—

 
631

 
1,424

 
—

 
2,055

 
122

 
6/27/2013
 
1994
Wendy's
 
Hayes
 
VA
 
—

 
304

 
859

 
—

 
1,163

 
73

 
6/27/2013
 
1992
Wendy's
 
Hillsville
 
VA
 
—

 
324

 
973

 
—

 
1,297

 
75

 
7/31/2013
 
2001
Wendy's
 
Lebanon
 
VA
 
—

 
431

 
1,006

 
—

 
1,437

 
77

 
7/31/2013
 
1983
Wendy's
 
Mechanicsville
 
VA
 
—

 
521

 
704

 
—

 
1,225

 
60

 
6/27/2013
 
1989
Wendy's
 
Midlothian
 
VA
 
—

 
230

 
1,300

 
—

 
1,530

 
105

 
6/27/2013
 
1995
Wendy's
 
North Tazewell
 
VA
 
—

 
124

 
560

 
—

 
684

 
48

 
6/27/2013
 
1980
Wendy's
 
Pounding Mill
 
VA
 
—

 
296

 
1,404

 
—

 
1,700

 
120

 
6/27/2013
 
2004
Wendy's
 
South Hill
 
VA
 
—

 
313

 
976

 
—

 
1,289

 
83

 
6/27/2013
 
1995
Wendy's
 
Woodbridge
 
VA
 
—

 
1,193

 
1,598

 
—

 
2,791

 
137

 
6/27/2013
 
1996
Wendy's
 
Woodbridge
 
VA
 
—

 
521

 
615

 
—

 
1,136

 
53

 
6/27/2013
 
1978
Wendy's
 
Wytheville
 
VA
 
—

 
598

 
897

 
—

 
1,495

 
69

 
7/31/2013
 
2003
Wendy's
 
Bellingham
 
WA
 
—

 
502

 
477

 
—

 
979

 
24

 
2/7/2014
 
1994
Wendy's
 
Bothell
 
WA
 
—

 
687

 
292

 
—

 
979

 
11

 
2/7/2014
 
2004
Wendy's
 
Burlington
 
WA
 
—

 
425

 
806

 
—

 
1,231

 
69

 
6/27/2013
 
1994
Wendy's
 
Port Angeles
 
WA
 
—

 
422

 
503

 
—

 
925

 
42

 
2/7/2014
 
1980

F-247
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
Wendy's
 
Redmond
 
WA
 
—

 
969

 
123

 
—

 
1,092

 
4

 
2/7/2014
 
1977
Wendy's
 
Silverdale
 
WA
 
—

 
808

 
201

 
—

 
1,009

 
28

 
2/7/2014
 
1995
Wendy's
 
Beloit
 
WI
 
—

 
1,138

 
931

 
—

 
2,069

 
72

 
7/31/2013
 
2002
Wendy's
 
Fitchburg
 
WI
 
—

 
662

 
1,230

 
—

 
1,892

 
95

 
7/31/2013
 
2003
Wendy's
 
Germantown
 
WI
 
—

 
419

 
1,257

 
—

 
1,676

 
97

 
7/31/2013
 
1989
Wendy's
 
Greenfield
 
WI
 
—

 
487

 
1,137

 
—

 
1,624

 
87

 
7/31/2013
 
2001
Wendy's
 
Janesville
 
WI
 
—

 
647

 
971

 
—

 
1,618

 
75

 
7/31/2013
 
1991
Wendy's
 
Kenosha
 
WI
 
—

 
322

 
1,290

 
—

 
1,612

 
99

 
7/31/2013
 
1984
Wendy's
 
Kenosha
 
WI
 
—

 
965

 
1,447

 
—

 
2,412

 
111

 
7/31/2013
 
1986
Wendy's
 
Madison
 
WI
 
—

 
454

 
1,362

 
—

 
1,816

 
105

 
7/31/2013
 
1998
Wendy's
 
Milwaukee
 
WI
 
—

 
810

 
810

 
—

 
1,620

 
62

 
7/31/2013
 
1979
Wendy's
 
Milwaukee
 
WI
 
—

 
338

 
1,351

 
—

 
1,689

 
104

 
7/31/2013
 
1985
Wendy's
 
Milwaukee
 
WI
 
—

 
436

 
1,016

 
—

 
1,452

 
78

 
7/31/2013
 
1983
Wendy's
 
New Berlin
 
WI
 
—

 
903

 
739

 
—

 
1,642

 
57

 
7/31/2013
 
1983
Wendy's
 
Oak Creek
 
WI
 
—

 
577

 
1,347

 
—

 
1,924

 
104

 
7/31/2013
 
1999
Wendy's
 
Sheboygan
 
WI
 
—

 
676

 
1,014

 
—

 
1,690

 
78

 
7/31/2013
 
1995
Wendy's
 
West Allis
 
WI
 
—

 
583

 
1,083

 
—

 
1,666

 
83

 
7/31/2013
 
1984
Wendy's
 
Beaver
 
WV
 
—

 
290

 
1,156

 
—

 
1,446

 
93

 
6/27/2013
 
1995
Wendy's
 
Bridgeport
 
WV
 
—

 
273

 
818

 
—

 
1,091

 
63

 
7/31/2013
 
1984
Wendy's
 
Buckhannon
 
WV
 
—

 
157

 
890

 
—

 
1,047

 
68

 
7/31/2013
 
1987
Wendy's
 
Clarksburg
 
WV
 
—

 
277

 
1,181

 
—

 
1,458

 
52

 
3/26/2014
 
1980
Wendy's
 
Fairmont
 
WV
 
—

 
224

 
1,119

 
—

 
1,343

 
96

 
6/27/2013
 
1983
Wendy's
 
Parkersburg
 
WV
 
—

 
295

 
885

 
—

 
1,180

 
68

 
7/31/2013
 
1979
Wendy's
 
Parkersburg
 
WV
 
—

 
311

 
1,243

 
—

 
1,554

 
96

 
7/31/2013
 
1977
Wendy's
 
Parkersburg
 
WV
 
—

 
241

 
964

 
—

 
1,205

 
74

 
7/31/2013
 
1996
Wendy's
 
Ripley
 
WV
 
—

 
273

 
871

 
—

 
1,144

 
74

 
6/27/2013
 
1984
Wendy's
 
Saint Marys
 
WV
 
—

 
69

 
1,322

 
—

 
1,391

 
102

 
7/31/2013
 
2001
Wendy's
 
Vienna
 
WV
 
—

 
301

 
702

 
—

 
1,003

 
54

 
7/31/2013
 
1976
West Fork Roadhouse
 
Youngstown
 
OH
 
—

 
139

 
232

 
—

 
371

 
20

 
6/27/2013
 
1976
West Marine
 
Anchorage
 
AK
 
—

 
1,220

 
2,531

 
—

 
3,751

 
106

 
3/31/2014
 
1995
West Marine
 
Fort Lauderdale
 
FL
 
—

 
4,337

 
9,052

 
—

 
13,389

 
377

 
2/7/2014
 
2011
West Marine
 
Harrison Township
 
MI
 
—

 
452

 
2,092

 
—

 
2,544

 
121

 
2/7/2014
 
2009

F-248
Table of Contents

 
 
 
 
 
 
 
Initial Costs
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount
Carried at
December 31, 2014
(1) (2)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2014
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(3) (4)
 
Date Acquired
 
Date of Construction
West Marine
 
Deltaville
 
VA
 
—

 
425

 
2,409

 
—

 
2,834

 
333

 
7/31/2012
 
2012
Whataburger
 
Edna
 
TX
 
—

 
290

 
869

 
—

 
1,159

 
67

 
7/31/2013
 
1986
Whataburger
 
El Campo
 
TX
 
—

 
693

 
1,013

 
—

 
1,706

 
87

 
6/27/2013
 
1986
Whataburger
 
Ingleside
 
TX
 
—

 
1,106

 
474

 
—

 
1,580

 
36

 
7/31/2013
 
1986
Whataburger
 
Lubbock
 
TX
 
—

 
432

 
647

 
—

 
1,079

 
50

 
7/31/2013
 
1992
White Transfer & Storage
 
Clarion
 
IA
 
3,141

 
450

 
1,458

 
—

 
1,908

 
322

 
2/21/2014
 
1997
Whole Foods
 
Hinsdale
 
IL
 
5,709

 
5,499

 
7,389

 
—

 
12,888

 
374

 
2/7/2014
 
1999
Willbros Group, Inc.
 
Tulsa
 
OK
 
—

 
2,239

 
6,375

 
—

 
8,614

 
143

 
6/25/2014
 
1982
Williams Fried Chicken
 
Garland
 
TX
 
—

 
265

 
137

 
—

 
402

 
12

 
6/27/2013
 
1983
Williams Sonoma
 
Olive Branch
 
MS
 
28,350

 
2,330

 
44,266

 
—

 
46,596

 
6,413

 
8/10/2012
 
2001
Winn-Dixie
 
Jacksonville
 
FL
 
63,240

 
4,360

 
82,835

 
—

 
87,195

 
7,009

 
4/24/2013
 
2000
Wirtz Beverage
 
Hartland
 
WI
 
5,805

 
1,927

 
3,899

 
—

 
5,826

 
184

 
2/21/2014
 
2000
Worrior Energy Services
 
Midland
 
TX
 
—

 
508

 
816

 
—

 
1,324

 
22

 
6/25/2014
 
2012
Zebb's
 
Amherst
 
NY
 
—

 
150

 
1,347

 
—

 
1,497

 
117

 
7/31/2013
 
1994
Zebb's
 
New Hartford
 
NY
 
—

 
122

 
1,095

 
—

 
1,217

 
95

 
7/31/2013
 
1970
Zebb's
 
Orchard Park
 
NY
 
—

 
69

 
1,320

 
—

 
1,389

 
115

 
7/31/2013
 
2000
Zebb's
 
Rochester
 
NY
 
—

 
126

 
1,137

 
—

 
1,263

 
99

 
7/31/2013
 
1990
Z'Tejas
 
Austin
 
TX
 
—

 
837

 
1,797

 
—

 
2,634

 
159

 
6/27/2013
 
1998
 
 
 
 
 
 
$
3,689,795

 
$
3,472,298

 
$
12,307,759

 
$
77,450

 
$
15,857,507

 
$
775,050

 
 
 
 
_______________________________________________
(1)
Intangible lease assets, net of accumulated amortization of $2.2 billion are not reflected in the table above.
(2)
The tax basis of aggregate land, buildings and improvements as of December 31, 2014 was $16.1 billion .
(3)
The accumulated depreciation column excludes $259.1 million of amortization associated with acquired intangible lease assets.
(4)
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, five to 15 years for building fixtures and improvements.
The following is a reconciliation of the gross real estate activity for the years ended December 31, 2014 , 2013 and 2012 (amounts in thousands):
 
 
Years Ended December 31,
 
 
2014
 
2013
 
2012
Balance, beginning of year
 
$
6,699,547

 
$
1,684,115

 
$
187,549

Additions:
 
 
 
 
 
 
Acquisitions
 
11,095,559

 
5,019,135

 
1,496,566

Improvements
 
114,070

 
—

 
—

Deductions:
 
 
 
 
 
 
Dispositions
 
(1,945,186
)
 
—

 
—

Impairments
 
(105,367
)
 
(3,703
)
 
—

Reclassified to assets held for sale
 
(1,116
)
 
—

 
—

Balance, end of year
 
$
15,857,507

 
$
6,699,547

 
$
1,684,115


F-249
Table of Contents


The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2014 , 2013 and 2012 (amounts in thousands):
 
 
Years Ended December 31,
 
 
2014
 
2013
 
2012
Balance, beginning of year
 
$
205,712

 
$
45,050

 
$
12,062

Additions:
 
 
 
 
 
 
Depreciation expense
 
628,340

 
160,662

 
32,988

Deductions:
 
 
 
 
 
 
Dispositions
 
(49,377
)
 
—

 
—

Impairments
 
(9,625
)
 
—

 
—

Balance, end of year
 
$
775,050

 
$
205,712

 
$
45,050




F-250
Table of Contents
AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
SCHEDULE IV- MORTGAGE LOANS HELD FOR INVESTMENT
December 31, 2014
(In thousands)

Description
 
Location
 
Interest Rate
 
Final Maturity Date
 
Periodic Payment Terms
 
Prior Liens
 
Face Amount of Mortgages
 
Carrying Amount of Mortgages
 
Principal Amount of Loans Subject to Delinquent Principal or Interest
Long-Term Mortgage Loans
 
 
 
 
 
 
 
 
 
 
Bank Of America, N.A.
 
Mt. Airy, MD
 
6.42%
 
12/1/2026
 
P&I
 
N/A
 
$
2,856

 
$
3,172

 
$
—

CVS Caremark Corporation
 
Evansville, IN
 
6.22%
 
1/1/2033
 
P&I
 
N/A
 
2,850

 
3,162

 
—

CVS Caremark Corporation
 
Greensboro, GA
 
6.52%
 
1/1/2030
 
P&I
 
N/A
 
1,092

 
1,234

 
—

CVS Caremark Corporation
 
Shelby Twp., MI
 
5.98%
 
1/1/2031
 
P&I
 
N/A
 
2,173

 
2,362

 
—

Koninklijke Ahold, N.V.
 
Bensalem, PA
 
7.24%
 
5/1/2020
 
P&I
 
N/A
 
1,903

 
2,142

 
—

Lowes Companies, Inc.
 
Framingham, MA
 
N/A
 
9/1/2031
 
(1)
 
N/A
 
5,741

 
1,561

 
—

Walgreen Co.
 
Dallas, TX
 
6.46%
 
12/1/2029
 
P&I
 
N/A
 
2,747

 
3,093

 
—

Walgreen Co.
 
Nacogdoches, TX
 
6.8%
 
9/1/2030
 
P&I
 
N/A
 
2,983

 
3,420

 
—

Walgreen Co.
 
Rosemead, CA
 
6.26%
 
12/1/2029
 
P&I
 
N/A
 
4,206

 
4,678

 
—

Abbot Laboratories
 
Waukegan, IL
 
5.11%
 
8/1/2015
 
P&I
 
N/A
 
273

 
273

 
—

TJX
 
Philadelphia, PA
 
5.57%
 
3/1/2016
 
P&I
 
N/A
 
1,536

 
1,536

 
—

 
 
 
 
 
 
 
 
 
 
 
 
$
28,360


$
26,633

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate Credit Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federal Express Corporation
 
Bellingham, WA
 
5.78%
 
3/1/2015
 
P&I
 
N/A
 
$
17

 
$
17

 
$
—

Lowes Companies, Inc.
 
N. Windham, ME
 
5.28%
 
9/1/2015
 
P&I
 
N/A
 
113

 
113

 
—

Walgreen Co.
 
Jefferson City, TN
 
5.49%
 
5/1/2015
 
P&I
 
N/A
 
42

 
43

 
—

 
 
 
 
 
 
 
 
 
 
 
 
$
172

 
$
173

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
$
28,532

 
$
26,806

 
$
—

_______________________________________________
(1) Zero coupon rate with balloon payment due at maturity.
 
 
Carrying Amount of Mortgages
Balance - December 31, 2013
 
$
26,279

Additions during the year:
 
 
Acquired in Cole Merger
 
72,326

Investments in mortgage notes
 
2,952

Deductions during the year:
 
 
Principal payments received on loan investments
 
(74,109
)
Amortization of unearned discounts and premiums
 
(642
)
Balance - December 31, 2014
 
$
26,806



F-251
Exhibit 10.3

FIRST AMENDMENT TO
AMERICAN REALTY CAPITAL PROPERTIES, INC.
EQUITY PLAN

WHEREAS , American Realty Capital Properties, Inc. (the “ Company ”) maintains the American Realty Capital Properties, Inc. Equity Plan (the “ Plan ”);

WHEREAS , pursuant to Section 9(d)(ii) of the Plan, the Board of Directors of the Company (the “ Board ”) may at any time and from time to time amend the Plan, in whole or in part; and

WHEREAS , the Board desires to amend the Plan as set forth herein to clarify eligibility for Awards (as defined in the Plan) under the Plan consistent with the intent of the Board upon adoption of the Plan, as evidenced by Section 1 of the Plan and disclosure relating to the Plan in the Company’s filings with the Securities and Exchange Commission.

NOW, THEREFORE , pursuant to Section 9(d)(ii) of the Plan, effective as of September 5, 2011, the date on which the Plan was initially adopted by the Board, the first sentence of Section 4 of the Plan is hereby replaced in its entirety with the following sentences:

“Awards (other than Incentive Stock Options) may be granted, in the discretion of the Board, to (i) individuals who are, as of the date of grant, (a) non-executive directors, officers and other employees of the Company or its Affiliates, or (b) advisors or consultants of the Company or any of its Affiliates that are providing services to the Company or the Affiliate pursuant to a written agreement, which are not in connection with the offer and sale of securities in a capital-raising transaction, and do not, directly or indirectly, promote or maintain a market for the Company’s or its Affiliates’ securities, and (ii) subject to the Management Agreement remaining in effect on the date of grant, the Manager and individuals who are, as of the date of grant, employees, officers or directors of the Manager or one of its Affiliates.”

IN WITNESS WHEREOF, the Board has approved the amendment to the Plan as set forth herein and authorized the undersigned officer of the Company to execute this amendment and the undersigned has caused this amendment to be executed this 12 th day of November, 2012.



AMERICAN REALTY CAPITAL PROPERTIES, INC.


By:__________________________________
Name:
Title:



Exhibit 10.4



SECOND AMENDMENT TO
AMERICAN REALTY CAPITAL PROPERTIES, INC.
EQUITY PLAN

WHEREAS , American Realty Capital Properties, Inc. (the “ Company ”) maintains the American Realty Capital Properties, Inc. Equity Plan (the “ Plan ”);

WHEREAS , pursuant to Section 9(d)(ii) of the Plan, the Board of Directors of the Company (the “ Board ”) may at any time and from time to time amend the Plan, in whole or in part; and

WHEREAS , the Board desires to amend the Plan as set forth herein.

NOW, THEREFORE , pursuant to Section 9(d)(ii) of the Plan, effective as of February 28, 2013, the Plan is hereby amended as follows:

1. Section 2(e) of the Plan is amended in its entirety to read as follows:

“(e) “ Change in Control ” means and includes any of the following events:
(i)    any Person is or becomes Beneficial Owner (as defined under Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company, excluding (A) any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (x) of subsection (ii) below and (B) any Person who becomes such a Beneficial Owner through the issuance of such securities with respect to purchases made directly from the Company; or
(ii)    the consummation of a merger or consolidation of the Company with any other Person or the issuance of voting securities of the Company in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) thirty percent (30%) or more of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company; or
(iii)    the consummation of a sale or disposition by the Company of all or substantially all of the assets of the Company; or
(iv)    persons who, as of the Effective Date, constitute the Board (the “ Incumbent Directors ”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to such date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election a vote of at least a majority of the Incumbent Directors.
Notwithstanding the foregoing, with respect to any payment pursuant to any Award granted under the Plan that constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code that is triggered upon a Change in Control, a transaction shall not be deemed to be a Change in Control unless such transaction constitutes a “change in control event” within the meaning of Section 409A of the Code.




2. The following sentence is added to the end of Section 6(b)(v) of the Plan to read as follows:

“Without limiting the generality of this paragraph, Other Stock-Based Awards may include grants of shares of Stock that are not subject to any restrictions or a substantial risk of forfeiture and shares of Common Stock in payment of the amounts due under a plan or arrangement sponsored or maintained by the Company or an Affiliate, including without limitation shares issuable upon redemption of OP Units granted under, and as defined in, the Second Amended and Restated Agreement of Limited Partnership of ARC Properties Operating Partnership, L.P., dated as of February 28, 2013 (as may be amended from time to time).”

IN WITNESS WHEREOF, the Board has approved the amendment to the Plan as set forth herein and authorized the undersigned officer of the Company to execute this amendment and the undersigned has caused this amendment to be executed this 28 th day of February, 2013.


 
AMERICAN REALTY CAPITAL PROPERTIES, INC.
 
By:
/s/ Brian S. Block
 
Name:
Brian S. Block
 
Title:
Chief Financial Officer and Executive Vice President




Exhibit 21

Subsidiaries of American Realty Capital Properties, Inc.
Name
 
Jurisdiction of Formation/ Incorporation
ARC3 AAHUSTX001, LLC
 
Delaware
ARC3 AAHUSTX002, LLC
 
Delaware
ARC3 DGABTTX01, LLC
 
Delaware
ARC3 DGADYTX01, LLC
 
Delaware
ARC3 DGAMTIL01, LLC
 
Delaware
ARC3 DGAUSTX01, LLC
 
Delaware
ARC3 DGAVSMO001, LLC
 
Delaware
ARC3 DGBKLMO01, LLC
 
Delaware
ARC3 DGCDTLA01, LLC
 
Delaware
ARC3 DGEDFTX01, LLC
 
Delaware
ARC3 DGEDWMS001, LLC
 
Delaware
ARC3 DGFSTOH001, LLC
 
Delaware
ARC3 DGFYTNC01, LLC
 
Delaware
ARC3 DGGDRFL001, LLC
 
Delaware
ARC3 DGGFDOH001, LLC
 
Delaware
ARC3 DGGVLMS001, LLC
 
Delaware
ARC3 DGGVLTX001, LLC
 
Delaware
ARC3 DGHTNIA01, LLC
 
Delaware
ARC3 DGHWLVA01, LLC
 
Delaware
ARC3 DGKGCMO001, LLC
 
Delaware
ARC3 DGKYLTX01, LLC
 
Delaware
ARC3 DGLFDTX001, LLC
 
Delaware
ARC3 DGLKCLA001, LLC
 
Delaware
ARC3 DGLKGMO001, LLC
 
Delaware
ARC3 DGLMLIA01, LLC
 
Delaware
ARC3 DGLRDTX01, LLC
 
Delaware
ARC3 DGMGMLA01, LLC
 
Delaware
ARC3 DGMHNLA01, LLC
 
Delaware
ARC3 DGMLNWI001, LLC
 
Delaware
ARC3 DGMLOFL001, LLC
 
Delaware
ARC3 DGMNGWI001, LLC
 
Delaware
ARC3 DGMNVIN001, LLC
 
Delaware
ARC3 DGMTLMO01, LLC
 
Delaware
ARC3 DGMVLMO001, LLC
 
Delaware
ARC3 DGNCZMS001, LLC
 
Delaware
ARC3 DGNHNMO01, LLC
 
Delaware
ARC3 DGNMSOH001, LLC
 
Delaware
ARC3 DGOIBNC01, LLC
 
Delaware
ARC3 DGORNMO01, LLC
 
Delaware
ARC3 DGOZKMO01, LLC
 
Delaware
ARC3 DGPGSTX001, LLC
 
Delaware
ARC3 DGPLCOH001, LLC
 
Delaware
ARC3 DGPTCTN001, LLC
 
Delaware
ARC3 DGPTTTX001, LLC
 
Delaware
ARC3 DGPYNOH001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC3 DGRCYMN01, LLC
 
Delaware
ARC3 DGRDLAL001, LLC
 
Delaware
ARC3 DGRGCTX001, LLC
 
Delaware
ARC3 DGRMATX001, LLC
 
Delaware
ARC3 DGRWDLA01, LLC
 
Delaware
ARC3 DGSBRMO001, LLC
 
Delaware
ARC3 DGSCRMO001, LLC
 
Delaware
ARC3 DGSKNMO01, LLC
 
Delaware
ARC3 DGSNSWI001, LLC
 
Delaware
ARC3 DGSNTTX01, LLC
 
Delaware
ARC3 DGTLSAL001, LLC
 
Delaware
.ARC3 DGTRTAL001, LLC
 
Delaware
ARC3 DGVASNC01, LLC
 
Delaware
ARC3 DGVNAMO01, LLC
 
Delaware
ARC3 DGWGVMS001, LLC
 
Delaware
ARC3 ESBKYMO001, LLC
 
Delaware
ARC3 FDBLXMS01, LLC
 
Delaware
ARC3 FDCRRMS01, LLC
 
Delaware
ARC3 FDFLATX001, LLC
 
Delaware
ARC3 FDFTYND001, LLC
 
Delaware
ARC3 FDGPTMS01, LLC
 
Delaware
ARC3 FDHLKMS01, LLC
 
Delaware
ARC3 FDKNSTX01, LLC
 
Delaware
ARC3 FDMADNE001, LLC
 
Delaware
ARC3 FDMTNSD001, LLC
 
Delaware
ARC3 FDNTNND001, LLC
 
Delaware
ARC3 FDRLAND001, LLC
 
Delaware
ARC3 FDSTWOK001, LLC
 
Delaware
ARC3 FEBMTNH001, LLC
 
Delaware
ARC3 FEBVLTN001, LLC
 
Delaware
ARC3 FECMCCO01, LLC
 
Delaware
ARC3 FEEWCWA001, LLC
 
Delaware
ARC3 FEGNVNC001, LLC
 
Delaware
ARC3 FEKKMIN01, LLC
 
Delaware
ARC3 FEORTNY001, LLC
 
Delaware
ARC3 FEPBGWV001, LLC
 
Delaware
ARC3 FEQNCIL01, LLC
 
Delaware
ARC3 FETULOK001, LLC
 
Delaware
ARC3 GSCOCFL001, LLC
 
Delaware
ARC3 GSCRGCO001, LLC
 
Delaware
ARC3 GSGRAID01, LLC
 
Delaware
ARC3 GSSTUFL001, LLC
 
Delaware
ARC3 TSATNNJ001, LLC
 
Delaware
ARC3 WGASNSC01, LLC
 
Delaware
ARC3 WGBYNOH01, LLC
 
Delaware
ARC3 WGCLACA001, LLC
 
Delaware
ARC3 WGFFTKY01, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC3 WGGWDMS01, LLC
 
Delaware
ARC3 WGMPWNJ001, LLC
 
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ARC AAABNIN001, LLC
 
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ARC AAABYGA001, LLC
 
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ARC AAABYGA001, LLC
 
Georgia
ARC AAANGIN001, LLC
 
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ARC AAATNPA001, LLC
 
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ARC AAATNTX001, LLC
 
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ARC AABHMAL002, LLC
 
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ARC AAEDNNC001, LLC
 
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ARC AAFTWIN002, LLC
 
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ARC AAPSDTX001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC AARYNLA001, LLC
 
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ARC ACLSHIL001, LLC
 
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Delaware
ARC ASDTNGA001, LLC
 
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ARC ASFVLAR001, LLC
 
Arkansas
ARC ASMBLAL001, LLC
 
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ARC ASSMATN001, LLC
 
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ARC AZCGOIL001, LLC
 
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ARC BJSPTNC001, LLC
 
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ARC BJTMNNC001, LLC
 
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ARC BJWDRGA001, LLC
 
Delaware
ARC BJWDRGA001, LLC
 
Georgia
ARC BJWTBSC001, LLC
 
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ARC BOLLSNM001, LLC
 
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ARC BWNCNOH001, LLC
 
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ARC CBALPPA001, LLC
 
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ARC CBALYPA001, LLC
 
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ARC CBAQAPA001, LLC
 
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ARC CBATAPA001, LLC
 
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ARC CBBFDOH001, LLC
 
Delaware
ARC CBBMNGA001, LLC
 
Delaware
ARC CBBRFPA001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC CBBSNGA001, LLC
 
Delaware
ARC CBBTLPA001, LLC
 
Delaware
ARC CBCCGIL001, LLC
 
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ARC CBCGHIL001, LLC
 
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ARC CBCLEPA001, LLC
 
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ARC CBCNGPA001, LLC
 
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ARC CBCPHPA001, LLC
 
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ARC CBCTCIL001, LLC
 
Delaware
ARC CBCTNRI001, LLC
 
Delaware
ARC CBCTRCT001, LLC
 
Delaware
ARC CBCVNRI001, LLC
 
Delaware
ARC CBDCRMA001, LLC
 
Delaware
ARC CBDLBPA001, LLC
 
Delaware
ARC CBDLSPA001, LLC
 
Delaware
ARC CBDRRCT001, LLC
 
Connecticut
ARC CBDXHPA001, LLC
 
Delaware
ARC CBEGCRI001, LLC
 
Delaware
ARC CBEHNCT001, LLC
 
Delaware
ARC CBELMCT001, LLC
 
Delaware
ARC CBEPRVA001, LLC
 
Delaware
ARC CBEREPA001, LLC
 
Delaware
ARC CBFDCPA001, LLC
 
Delaware
ARC CBFMNMI001, LLC
 
Delaware
ARC CBGBGPA001, LLC
 
Delaware
ARC CBGCYPA001, LLC
 
Delaware
ARC CBGCYPA002, LLC
 
Delaware
ARC CBGSDPA001, LLC
 
Delaware
ARC CBHBGPA001, LLC
 
Delaware
ARC CBHMNCT001, LLC
 
Delaware
ARC CBHSPPA001, LLC
 
Delaware
ARC CBHSTPA001, LLC
 
Delaware
ARC CBHTNPA001, LLC
 
Delaware
ARC CBJTNRI001, LLC
 
Delaware
ARC CBKNENH001, LLC
 
Delaware
ARC CBKNGPA001, LLC
 
Delaware
ARC CBKSNPA001, LLC
 
Delaware
ARC CBKSNPA001, LLC
 
Delaware
ARC CBKZNPA001, LLC
 
Delaware
ARC CBLBLPA001, LLC
 
Delaware
ARC CBLCRPA001, LLC
 
Delaware
ARC CBLCRPA002, LLC
 
Delaware
ARC CBLDLMA001, LLC
 
Delaware
ARC CBLMAPA001, LLC
 
Delaware
ARC CBLTBPA001, LLC
 
Delaware
ARC CBLTZPA001, LLC
 
Delaware
ARC CBMBGPA001, LLC
 
Delaware
ARC CBMBNNC001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC CBLWSDE001, LLC
 
Delaware
ARC CBMBYVT001, LLC
 
Delaware
ARC CBMCRNH001, LLC
 
Delaware
ARC CBMCRNH002, LLC
 
Delaware
ARC CBMCRPA001, LLC
 
Delaware
ARC CBMDFMA001, LLC
 
Delaware
ARC CBMDNMA001, LLC
 
Delaware
ARC CBMDNMA002, LLC
 
Delaware
ARC CBMFDPA001, LLC
 
Delaware
ARC CBMHLPA001, LLC
 
Delaware
ARC CBMLNNJ001, LLC
 
Delaware
ARC CBMRSPA001, LLC
 
Delaware
ARC CBMTLPA001, LLC
 
Delaware
ARC CBMTNMA001, LLC
 
Delaware
ARC CBMTPPA001, LLC
 
Delaware
ARC CBMVLCT001, LLC
 
Delaware
ARC CBNBDMA001, LLC
 
Delaware
ARC CBNPRRI001, LLC
 
Delaware
ARC CBNPRRI002, LLC
 
Delaware
ARC CBNSNPA001, LLC
 
Delaware
ARC CBOCYPA001, LLC
 
Delaware
ARC CBOFSIL001, LLC
 
Delaware
ARC CBOHLIL001, LLC
 
Delaware
ARC CBOSPNH001, LLC
 
Delaware
ARC CBPBGPA001, LLC
 
Delaware
ARC CBPBGPA002, LLC
 
Delaware
ARC CBPBGPA003, LLC
 
Delaware
ARC CBPBGPA004, LLC
 
Delaware
ARC CBPBGPA005, LLC
 
Delaware
ARC CBPBGPA006, LLC
 
Delaware
ARC CBPBGPA007, LLC
 
Delaware
ARC CBPBGPA008, LLC
 
Delaware
ARC CBPBGPA009, LLC
 
Delaware
ARC CBPBGPA010, LLC
 
Delaware
ARC CBPBGPA011, LLC
 
Delaware
ARC CBPDAPA001, LLC
 
Delaware
ARC CBPDAPA002, LLC
 
Delaware
ARC CBPDAPA003, LLC
 
Delaware
ARC CBPLMNH001, LLC
 
Delaware
ARC CBPMAOH001, LLC
 
Delaware
ARC CBPMAOH002, LLC
 
Delaware
ARC CBPMHOH001, LLC
 
Delaware
ARC CBPTNPA001, LLC
 
Delaware
ARC CBPVDRI001, LLC
 
Delaware
ARC CBRDGPA001, LLC
 
Delaware
ARC CBRDGPA002, LLC
 
Delaware
ARC CBRMFRI001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC CBRNDMA001, LLC
 
Delaware
ARC CBSCGPA001, LLC
 
Delaware
ARC CBSDSMA001, LLC
 
Delaware
ARC CBSLMNH001, LLC
 
Delaware
ARC CBSPGPA001, LLC
 
Delaware
ARC CBSRLOH001, LLC
 
Delaware
ARC CBSTNCT001, LLC
 
Delaware
ARC CBSTNCT002, LLC
 
Delaware
ARC CBSVLMA001, LLC
 
Delaware
ARC CBSVNPA001, LLC
 
Delaware
ARC CBTBYMA001, LLC
 
Delaware
ARC CBTCKPA001, LLC
 
Delaware
ARC CBTMPPA001, LLC
 
Delaware
ARC CBTRNPA001, LLC
 
Delaware
ARC CBTRNPA001, LLC
 
Delaware
ARC CBTRYMI001, LLC
 
Delaware
ARC CBUDYPA001, LLC
 
Delaware
ARC CBVRNPA001, LLC
 
Delaware
ARC CBWBMMA001, LLC
 
Delaware
ARC CBWBNMA001, LLC
 
Delaware
ARC CBWCRIL001, LLC
 
Delaware
ARC CBWDLPA001, LLC
 
Delaware
ARC CBWFDPA001, LLC
 
Delaware
ARC CBWGVPA001, LLC
 
Delaware
ARC CBWHNPA001, LLC
 
Delaware
ARC CBWKFRI001, LLC
 
Delaware
ARC CBWMNDE001, LLC
 
Delaware
ARC CBWMNDE002, LLC
 
Delaware
ARC CBWRNRI001, LLC
 
Delaware
ARC CBWSKVA001, LLC
 
Delaware
ARC CBWTNMA001, LLC
 
Delaware
ARC CBWTPMA001, LLC
 
Delaware
ARC CBYRKPA001, LLC
 
Delaware
ARC CFMEZZ001, LLC
 
Delaware
ARC CKAKNOH001, LLC
 
Delaware
ARC CKMTZGA001, LLC
 
Delaware
ARC CKPNXAZ002, LLC
 
Arizona
ARC CVAPAGA001, LLC
 
Delaware
ARC CVBPKAL001, LLC
 
Delaware
ARC CVBPKAL001, LLC
 
Delaware
ARC CVCOLSC002, LLC
 
Delaware
ARC CVDVLGA001, LLC
 
Delaware
ARC CVFKNIN001, LLC
 
Delaware
ARC CVFLDPA001, LLC
 
Delaware
ARC CVGPTMI001, LLC
 
Delaware
ARC CVGVLSC001, LLC
 
Delaware
ARC CVHDYVA001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC CVHRWMI001, LLC
 
Delaware
ARC CVHVHMA001, LLC
 
Delaware
ARC CVLVGNV001, LLC
 
Delaware
ARC CVMCBPA001, LLC
 
Delaware
ARC CVNCTPA001, LLC
 
Delaware
ARC CVNVLTN001, LLC
 
Delaware
ARC CVSBGGA001, LLC
 
Delaware
ARC CVSCDFL001, LLC
 
Delaware
ARC CVSPGPA001, LLC
 
Delaware
ARC CVTDAPA001, LLC
 
Delaware
ARC CVVDAGA001, LLC
 
Delaware
ARC DBPCFBR001, LLC
 
Delaware
ARC DBPORBR001, LLC
 
Delaware
ARC DBPRPPA001, LLC
 
Delaware
ARC DDAPKMI001, LLC
 
Delaware
ARC DDBVLTX001, LLC
 
Delaware
ARC DDCINOH001, LLC
 
Delaware
ARC DDGTNOH001, LLC
 
Delaware
ARC DDHVLSC001, LLC
 
Delaware
ARC DDHWAKS001, LLC
 
Delaware
ARC DDOSCAR001, LLC
 
Delaware
ARC DDPKAFL001, LLC
 
Delaware
ARC DDSTPNC001, LLC
 
Delaware
ARC DGABNKS001, LLC
 
Delaware
ARC DGADMMA001, LLC
 
Delaware
ARC DGAKNTX001, LLC
 
Delaware
ARC DGANDMN001, LLC
 
Delaware
ARC DGARAMO001, LLC
 
Delaware
ARC DGARLMN001, LLC
 
Delaware
ARC DGARLTX001, LLC
 
Delaware
ARC DGARLTX002, LLC
 
Delaware
ARC DGARLTX003, LLC
 
Delaware
ARC DGAUSTX001, LLC
 
Delaware
ARC DGAVGTX001, LLC
 
Delaware
ARC DGBBEAR001, LLC
 
Delaware
ARC DGBCDTX001, LLC
 
Delaware
ARC DGBGLLA001, LLC
 
Delaware
ARC DGBGRMI001, LLC
 
Delaware
ARC DGBHMAL001, LLC
 
Delaware
ARC DGBLEMO002, LLC
 
Delaware
ARC DGBLEWV001, LLC
 
Delaware
ARC DGBLGMO001, LLC
 
Delaware
ARC DGBLGTX001, LLC
 
Delaware
ARC DGBLNTX001, LLC
 
Delaware
ARC DGBLSTX001, LLC
 
Delaware
ARC DGBLYAR001, LLC
 
Delaware
ARC DGBMNAR001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC DGBRAKY001, LLC
 
Delaware
ARC DGBRKTX001, LLC
 
Delaware
ARC DGBSPLA001, LLC
 
Delaware
ARC DGBTFMO001, LLC
 
Delaware
ARC DGBTNMO001, LLC
 
Delaware
ARC DGBTVAR001, LLC
 
Delaware
ARC DGBTVAR002, LLC
 
Delaware
ARC DGBVLTX001, LLC
 
Delaware
ARC DGBVLVA001, LLC
 
Delaware
ARC DGBYNTX001, LLC
 
Delaware
ARC DGBYNTX002, LLC
 
Delaware
ARC DGBYNTX003, LLC
 
Delaware
ARC DGBYNTX004, LLC
 
Delaware
ARC DGCCKTX001, LLC
 
Delaware
ARC DGCCLAL001, LLC
 
Alabama
ARC DGCDNKY001, LLC
 
Delaware
ARC DGCDWMO001, LLC
 
Delaware
ARC DGCDWMO001, LLC
 
Missouri
ARC DGCFDMO001, LLC
 
Delaware
ARC DGCFLIA001, LLC
 
Delaware
ARC DGCFLKS001, LLC
 
Delaware
ARC DGCLROK001, LLC
 
Delaware
ARC DGCMDMI001, LLC
 
Delaware
ARC DGCPCTX002, LLC
 
Delaware
ARC DGCPTIA001, LLC
 
Delaware
ARC DGCRTIA001, LLC
 
Delaware
ARC DGCRVMO001, LLC
 
Delaware
ARC DGCTGIL001, LLC
 
Delaware
ARC DGCVSLA001, LLC
 
Delaware
ARC DGCVTMI001, LLC
 
Delaware
ARC DGCWNWV001, LLC
 
Delaware
ARC DGCYLTX001, LLC
 
Delaware
ARC DGDKNTX001, LLC
 
Delaware
ARC DGDMSAR001, LLC
 
Delaware
ARC DGDNATX001, LLC
 
Delaware
ARC DGDNATX002, LLC
 
Delaware
ARC DGDNATX003, LLC
 
Delaware
ARC DGDNDLA001, LLC
 
Delaware
ARC DGDOLMO001, LLC
 
Delaware
ARC DGDRDMI001, LLC
 
Delaware
ARC DGDSAAR001, LLC
 
Delaware
ARC DGDSTIL001, LLC
 
Delaware
ARC DGDSTMO001, LLC
 
Delaware
ARC DGDYLLA001, LLC
 
Delaware
ARC DGDYLTN001, LLC
 
Delaware
ARC DGEBGTX001, LLC
 
Delaware
ARC DGEBGTX002, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC DGEBKKY001, LLC
 
Delaware
ARC DGEBTKY001, LLC
 
Delaware
ARC DGEDFTX001, LLC
 
Delaware
ARC DGEDNMO001, LLC
 
Delaware
ARC DGEGRIA001, LLC
 
Delaware
ARC DGEJNMI001, LLC
 
Delaware
ARC DGELNMO001, LLC
 
Delaware
ARC DGEREKS001, LLC
 
Delaware
ARC DGERVIA001, LLC
 
Delaware
ARC DGFBYIL001, LLC
 
Delaware
ARC DGFLKY0001, LLC
 
Delaware
ARC DGFLTMI001, LLC
 
Delaware
ARC DGFLTMI002, LLC
 
Delaware
ARC DGFMTNM001, LLC
 
Delaware
ARC DGFMTNM002, LLC
 
Delaware
ARC DGFMTNM003, LLC
 
Delaware
ARC DGGDLAL001, LLC
 
Delaware
ARC DGGFDMO002, LLC
 
Delaware
ARC DGGNCKS001, LLC
 
Delaware
ARC DGGNDTX001, LLC
 
Delaware
ARC DGGTNGA001, LLC
 
Delaware
ARC DGGVLAR001, LLC
 
Delaware
ARC DGGWRMO001, LLC
 
Delaware
ARC DGGWRTX001, LLC
 
Delaware
ARC DGGYDMI001, LLC
 
Delaware
ARC DGHBTKS001, LLC
 
Delaware
ARC DGHGNAR001, LLC
 
Delaware
ARC DGHHLSC001, LLC
 
Delaware
ARC DGHHNOK001, LLC
 
Delaware
ARC DGHKPMO001, LLC
 
Delaware
ARC DGHKYMS001, LLC
 
Delaware
ARC DGHKYNC001, LLC
 
Delaware
ARC DGHLYMN001, LLC
 
Delaware
ARC DGHNYIL001, LLC
 
Delaware
ARC DGHPRKS001, LLC
 
Delaware
ARC DGHRMTN001, LLC
 
Delaware
ARC DGIRRMI001, LLC
 
Delaware
ARC DGJKNMS001, LLC
 
Delaware
ARC DGJKVIL001, LLC
 
Delaware
ARC DGJNSMO001, LLC
 
Delaware
ARC DGJPNMO002, LLC
 
Delaware
ARC DGJVLLA001, LLC
 
Delaware
ARC DGKMNKS001, LLC
 
Delaware
ARC DGKSCMO001, LLC
 
Delaware
ARC DGKSNMN001, LLC
 
Delaware
ARC DGKYLTX001, LLC
 
Delaware
ARC DGKYLTX002, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC DGLBKTX001, LLC
 
Delaware
ARC DGLBKTX003, LLC
 
Delaware
ARC DGLBKTX004, LLC
 
Delaware
ARC DGLBNMO001, LLC
 
Delaware
ARC DGLBNMO002, LLC
 
Delaware
ARC DGLDLMO001, LLC
 
Delaware
ARC DGLDVOH001, LLC
 
Delaware
ARC DGLKVAR001, LLC
 
Delaware
ARC DGLLSNM002, LLC
 
Delaware
ARC DGLLVTX001, LLC
 
Delaware
ARC DGLMQTX001, LLC
 
Delaware
ARC DGLPOAR001, LLC
 
Delaware
ARC DGLRDTX001, LLC
 
Delaware
ARC DGLTLTX001, LLC
 
Delaware
ARC DGLTRAR001, LLC
 
Delaware
ARC DGLURMO001, LLC
 
Delaware
ARC DGLVLOH001, LLC
 
Delaware
ARC DGLXNIL001, LLC
 
Delaware
ARC DGLXNMO001, LLC
 
Delaware
ARC DGLXNOK001, LLC
 
Delaware
ARC DGMADOK001, LLC
 
Delaware
ARC DGMBHMO001, LLC
 
Delaware
ARC DGMCDTX001, LLC
 
Delaware
ARC DGMCRMI001, LLC
 
Delaware
ARC DGMCRTN001, LLC
 
Delaware
ARC DGMDLMI001, LLC
 
Delaware
ARC DGMDNMO001, LLC
 
Delaware
ARC DGMDNMS001, LLC
 
Delaware
ARC DGMDNMS002, LLC
 
Delaware
ARC DGMDNNY001, LLC
 
Delaware
ARC DGMDYTX001, LLC
 
Delaware
ARC DGMGHAR001, LLC
 
Delaware
ARC DGMHDMS001, LLC
 
Delaware
ARC DGMKWIL001, LLC
 
Delaware
ARC DGMLCMN001, LLC
 
Delaware
ARC DGMLGKS001, LLC
 
Delaware
ARC DGMLNAL001, LLC
 
Delaware
ARC DGMLRMN001, LLC
 
Delaware
ARC DGMMNWV001, LLC
 
Delaware
ARC DGMMTIL001, LLC
 
Delaware
ARC DGMNDAR001, LLC
 
Delaware
ARC DGMNPKS001, LLC
 
Delaware
ARC DGMNTMI001, LLC
 
Delaware
ARC DGMPRTX001, LLC
 
Delaware
ARC DGMPTTX001, LLC
 
Delaware
ARC DGMRHMO001, LLC
 
Delaware
ARC DGMRNIL001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC DGMRVMO001, LLC
 
Delaware
ARC DGMSNTX001, LLC
 
Delaware
ARC DGMTGMN001, LLC
 
Delaware
ARC DGMTMIL001, LLC
 
Delaware
ARC DGMTMMI001, LLC
 
Delaware
ARC DGMVLAR001, LLC
 
Delaware
ARC DGMVLOK001, LLC
 
Delaware
ARC DGMVLTN001, LLC
 
Delaware
ARC DGMWDWV001, LLC
 
Delaware
ARC DGNBFTX001, LLC
 
Delaware
ARC DGNBFTX002, LLC
 
Delaware
ARC DGNBFTX003, LLC
 
Delaware
ARC DGNCLOH001, LLC
 
Delaware
ARC DGNCYKY001, LLC
 
Delaware
ARC DGNGEMI001, LLC
 
Delaware
ARC DGNIRLA001, LLC
 
Delaware
ARC DGNSAIA001, LLC
 
Delaware
ARC DGOLVMN001, LLC
 
Delaware
ARC DGOSCMO001, LLC
 
Delaware
ARC DGOTWIA001, LLC
 
Delaware
ARC DGOZKMO001, LLC
 
Delaware
ARC DGPBGMO001, LLC
 
Delaware
ARC DGPFCMO001, LLC
 
Delaware
ARC DGPMNKS001, LLC
 
Delaware
ARC DGPNCWV001, LLC
 
Delaware
ARC DGPPTOH001, LLC
 
Delaware
ARC DGPSDTX001, LLC
 
Delaware
ARC DGPTLMN001, LLC
 
Delaware
ARC DGPTNLA001, LLC
 
Delaware
ARC DGQTMAR001, LLC
 
Delaware
ARC DGRBVMO001, LLC
 
Delaware
ARC DGRCYMN001, LLC
 
Delaware
ARC DGRDCMI001, LLC
 
Delaware
ARC DGRHSIL001, LLC
 
Delaware
ARC DGRLAMO001, LLC
 
Delaware
ARC DGRMSMI001, LLC
 
Delaware
ARC DGRMSMI001, LLC
 
Delaware
ARC DGRMTMO001, LLC
 
Delaware
ARC DGRSCMI001, LLC
 
Delaware
ARC DGRSSOK001, LLC
 
Delaware
ARC DGRSUMN001, LLC
 
Delaware
ARC DGSBNMO001, LLC
 
Delaware
ARC DGSBTTX001, LLC
 
Delaware
ARC DGSCSKS001, LLC
 
Delaware
ARC DGSDLMO001, LLC
 
Delaware
ARC DGSDNKS001, LLC
 
Delaware
ARC DGSFLMO001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC DGSGRMS001, LLC
 
Delaware
ARC DGSJNTX001, LLC
 
Delaware
ARC DGSKMTX001, LLC
 
Delaware
ARC DGSKNMO001, LLC
 
Delaware
ARC DGSLBTX001, LLC
 
Delaware
ARC DGSNTTX001, LLC
 
Delaware
ARC DGSNTTX002, LLC
 
Delaware
ARC DGSNTTX003, LLC
 
Delaware
ARC DGSNTTX004, LLC
 
Delaware
ARC DGSNTTX005, LLC
 
Delaware
ARC DGSNTTX006, LLC
 
Delaware
ARC DGSNTTX008, LLC
 
Delaware
ARC DGSPGMN001, LLC
 
Delaware
ARC DGSPLMN001, LLC
 
Delaware
ARC DGSPNIL001, LLC
 
Delaware
ARC DGSRGLA001, LLC
 
Delaware
ARC DGSRTLA001, LLC
 
Delaware
ARC DGSRYAR001, LLC
 
Delaware
ARC DGSSOMS001, LLC
 
Delaware
ARC DGSSPOK001, LLC
 
Delaware
ARC DGSSPOK002, LLC
 
Delaware
ARC DGSSPOK003, LLC
 
Delaware
ARC DGSTLMO001, LLC
 
Delaware
ARC DGSTLMO002, LLC
 
Delaware
ARC DGSVHMO001, LLC
 
Delaware
ARC DGSVNIL001, LLC
 
Delaware
ARC DGSWLMS001, LLC
 
Delaware
ARC DGTKMAR001, LLC
 
Delaware
ARC DGTLRTX001, LLC
 
Delaware
ARC DGTRYTX001, LLC
 
Delaware
ARC DGTXRTX001, LLC
 
Delaware
ARC DGTYNNC001, LLC
 
Delaware
ARC DGVCTTX001, LLC
 
Delaware
ARC DGVDRTX001, LLC
 
Delaware
ARC DGVRGMN001, LLC
 
Delaware
ARC DGWBGKY001, LLC
 
Delaware
ARC DGWCOTX001, LLC
 
Delaware
ARC DGWFDMI001, LLC
 
Delaware
ARC DGWLCTX001, LLC
 
Delaware
ARC DGWLCTX002, LLC
 
Delaware
ARC DGWLCTX003, LLC
 
Delaware
ARC DGWRDMN001, LLC
 
Delaware
ARC DGWSTAR001, LLC
 
Arkansas
ARC DGWTHAR001, LLC
 
Delaware
ARC DGWUNSC001, LLC
 
Delaware
ARC DGYKTTX001, LLC
 
Delaware
ARC DGZCYLA001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Arcenters Operating Partnership, L.P.
 
Delaware
ARC ESBKYMO002, LLC
 
Delaware
ARC FDADNWV001, LLC
 
Delaware
ARC FDARCID001, LLC
 
Delaware
ARC FDAVGTX001, LLC
 
Delaware
ARC FDBCRMI001, LLC
 
Delaware
ARC FDBKNIN001, LLC
 
Delaware
ARC FDBYTMI001, LLC
 
Delaware
ARC FDCBYMN001, LLC
 
Delaware
ARC FDCCFNM001, LLC
 
Delaware
ARC FDCCSNY001, LLC
 
Delaware
ARC FDCDNTX001, LLC
 
Delaware
ARC FDCDNTX001, LLC
 
Delaware
ARC FDCHOTX001, LLC
 
Delaware
ARC FDCLVOH001, LLC
 
Delaware
ARC FDCLVOH003, LLC
 
Delaware
ARC FDCMONM001, LLC
 
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ARC FDCMTLA001, LLC
 
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ARC FDCRNNV001, LLC
 
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ARC FDCRNNV001, LLC
 
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ARC FDCSCID001, LLC
 
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ARC FDCSCID002, LLC
 
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ARC FDCSRSD001, LLC
 
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ARC FDCVLTX001, LLC
 
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ARC FDCWLTX001, LLC
 
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ARC FDDLCOK001, LLC
 
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ARC FDDMSIA001, LLC
 
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ARC FDDRTMI002, LLC
 
Delaware
ARC FDDRTMI003, LLC
 
Delaware
ARC FDDVLMS001, LLC
 
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ARC FDELKTX001, LLC
 
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ARC FDENSMT001, LLC
 
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ARC FDETLTX001, LLC
 
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ARC FDFTWTX001, LLC
 
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ARC FDFTWTX002, LLC
 
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ARC FDGBGKS001, LLC
 
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ARC FDGPTMS001, LLC
 
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ARC FDGPTMS002, LLC
 
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ARC FDGRNNE001, LLC
 
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ARC FDHBGMS001, LLC
 
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ARC FDHFSNY001, LLC
 
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ARC FDHLRTX001, LLC
 
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ARC FDHPSTX001, LLC
 
Delaware
ARC FDHRSTN001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC FDHTNNV001, LLC
 
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ARC FDHUSTX001, LLC
 
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ARC FDINFMN001, LLC
 
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ARC FDJKNMO001, LLC
 
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ARC FDJSNMI001, LLC
 
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ARC FDKBYID001, LLC
 
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ARC FDKLRTX001, LLC
 
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ARC FDKSCKS002, LLC
 
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ARC FDKWAOK001, LLC
 
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ARC FDMSQTX002, LLC
 
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ARC FDOKWTX001, LLC
 
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ARC FDOLNMS001, LLC
 
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ARC FDOMDFL001, LLC
 
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ARC FDOMHNE001, LLC
 
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ARC FDOMHNE002, LLC
 
Delaware
ARC FDOMHNE003, LLC
 
Delaware
ARC FDOMHNE004, LLC
 
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ARC FDONKMI001, LLC
 
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ARC FDOWNWI001, LLC
 
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ARC FDPKIIL001, LLC
 
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ARC FDPLNTX001, LLC
 
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ARC FDPSNMI001, LLC
 
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ARC FDRGYCO001, LLC
 
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ARC FDRMSMI001, LLC
 
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ARC FDRVLNE001, LLC
 
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ARC FDSCRGA001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC FDSFDWI001, LLC
 
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ARC FDSGVWI001, LLC
 
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ARC FDSPRNM001, LLC
 
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ARC FDSPRTX001, LLC
 
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ARC FDSSGNV001, LLC
 
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ARC FDSSGNV001, LLC
 
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ARC FDSTLMO001, LLC
 
Delaware
ARC FDSTLMO002, LLC
 
Delaware
ARC FDSTLMO003, LLC
 
Delaware
ARC FDSTLMO004, LLC
 
Delaware
ARC FDSTLMO005, LLC
 
Delaware
ARC FDSVLTX001, LLC
 
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ARC FDSYLNE001, LLC
 
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ARC FDTFWLA001, LLC
 
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ARC FDTLDOH001, LLC
 
Delaware
ARC FDTLSOK001, LLC
 
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ARC FDTPKKS001, LLC
 
Delaware
ARC FDTRNWY001, LLC
 
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ARC FDTRPWI001, LLC
 
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ARC FDTTNMI001, LLC
 
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ARC FDUVPIL001, LLC
 
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ARC FDWBRWI001, LLC
 
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ARC FDWLSNV001, LLC
 
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ARC FDWNNMS001, LLC
 
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ARC FDWRSWV001, LLC
 
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ARC FDWTFTX001, LLC
 
Delaware
ARC FDWYNOK001, LLC
 
Delaware
ARC FEABYGA001, LLC
 
Delaware
ARC FEBTTMT001, LLC
 
Delaware
ARC FEBYNTX001, LLC
 
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ARC FECCOCA001, LLC
 
Delaware
ARC FECCTOH001, LLC
 
Delaware
ARC FEDMSIA001, LLC
 
Delaware
ARC FEGRDMI001, LLC
 
Delaware
ARC FEHBTTN001, LLC
 
Delaware
ARC FEHZDKY001, LLC
 
Delaware
ARC FEINDKS001, LLC
 
Delaware
ARC FEKKEIL001, LLC
 
Delaware
ARC FELDNKY001, LLC
 
Delaware
ARC FELDNKY002, LLC
 
Delaware
ARC FELWLAR001, LLC
 
Delaware
ARC FEMBNFL001, LLC
 
Delaware
ARC FEMTPPA001, LLC
 
Delaware
ARC FEMTVIL001, LLC
 
Delaware
ARC FEOMKWA001, LLC
 
Delaware
ARC FEOTWIA001, LLC
 
Delaware
ARC FEPDAPA001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC FEPHRMI001, LLC
 
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ARC FERDCSD001, LLC
 
Delaware
ARC FERTNWY001, LLC
 
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ARC FERVLMN001, LLC
 
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ARC FEWCANV001, LLC
 
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ARC FEWTLIA001, LLC
 
Delaware
ARC FEWVRNV001, LLC
 
Delaware
ARC FEYMAAZ001, LLC
 
Delaware
ARC FMABLNC001, LLC
 
Delaware
ARC FMABONC001, LLC
 
Delaware
ARC FMAGRNC001, LLC
 
Delaware
ARC FMARAIL001, LLC
 
Delaware
ARC FMBSRLA001, LLC
 
Delaware
ARC FMCARMI001, LLC
 
Delaware
ARC FMCGOIL001, LLC
 
Delaware
ARC FMCLVOH001, LLC
 
Delaware
ARC FMCNTNC001, LLC
 
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ARC FMDFSFL001, LLC
 
Delaware
ARC FMDLSTX001, LLC
 
Delaware
ARC FMDPFNJ001, LLC
 
Delaware
ARC FMETPNJ001, LLC
 
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ARC FMFLYAL001, LLC
 
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ARC FMFMTNC001, LLC
 
Delaware
ARC FMFRHAL001, LLC
 
Delaware
ARC FMFYTNC001, LLC
 
Delaware
ARC FMFYTNC002, LLC
 
Delaware
ARC FMFYTNC003, LLC
 
Delaware
ARC FMJSNMI001, LLC
 
Delaware
ARC FMKMLOH001, LLC
 
Delaware
ARC FMLBTNC001, LLC
 
Delaware
ARC FMMOBAL001, LLC
 
Delaware
ARC FMPBKNC001, LLC
 
Delaware
ARC FMPRUIN001, LLC
 
Delaware
ARC FMRSBNC001, LLC
 
Delaware
ARC FMRSPNC001, LLC
 
Delaware
ARC FMRSPNC001, LLC
 
Delaware
ARC FMSTPNC001, LLC
 
Delaware
ARC FMTVLNC001, LLC
 
Delaware
ARC FMWDBNJ001, LLC
 
Delaware
ARC FMWGNIL001, LLC
 
Delaware
ARC FMWSWNC001, LLC
 
Delaware
ARC GEAUBAL001, LLC
 
Delaware
ARC GMFTWIN001, LLC
 
Delaware
ARC GMGVAIL001, LLC
 
Delaware
ARC GSFTWTX001, LLC
 
Delaware
ARC GSGLOVA001, LLC
 
Delaware
ARC GSMOBAL001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC GSSPRAZ001, LLC
 
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ARC GSSPRMO001, LLC
 
Delaware
ARC HBRHLNC001, LLC
 
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ARC HDCOLSC001, LLC
 
Delaware
ARC HR5SLUT001, LLC
 
Delaware
ARC HRPBPAA001 SPE, LLC
 
Delaware
ARC HRPBPAB001 LP, LLC
 
Delaware
ARC HRPBPAB00A, LP
 
Illinois
ARC HRPELKY001, LLC
 
Delaware
ARC HRPSUTX001 GP, LLC
 
Delaware
ARC HRPWARI001, LLC
 
Delaware
ARC HVVMNSD001, LLC
 
Delaware
ARC IMCLBOH001, LLC
 
Delaware
ARC Income Properties III, LLC
 
Delaware
ARC Income Properties, LLC
 
Delaware
ARC JJAPTWI001, LLC
 
Delaware
ARC KBSRPNY001, LLC
 
Delaware
ARC KFCPTCA001, LLC
 
Delaware
ARC KGBTVAR001, LLC
 
Delaware
ARC KGCYNWY001, LLC
 
Delaware
ARC KGFTNCO001, LLC
 
Delaware
ARC KGGLTWY001, LLC
 
Delaware
ARC KGJPLMO005, LLC
 
Delaware
ARC KGLWLAR001, LLC
 
Delaware
ARC KGMCTIA001, LLC
 
Delaware
ARC KGMGEOK001, LLC
 
Delaware
ARC KGMMTCO001, LLC
 
Delaware
ARC KGOTMIA001, LLC
 
Delaware
ARC KGPGDAR001, LLC
 
Delaware
ARC KGRGSAR001, LLC
 
Delaware
ARC KGSWDAR001, LLC
 
Delaware
ARC KGTGAND001, LLC
 
Delaware
ARC KGWKEIA001, LLC
 
Delaware
ARC KHHWLMI001, LLC
 
Delaware
ARC KLABYGA001, LLC
 
Delaware
ARC KLATLGA001, LLC
 
Delaware
ARC KLATLGA002 LLC
 
Delaware
ARC KLAUGGA001, LLC
 
Delaware
ARC KLCBSGA001, LLC
 
Delaware
ARC KLCNTMS001, LLC
 
Delaware
ARC KLCTNTN001, LLC
 
Delaware
ARC KLCTNTN002, LLC
 
Delaware
ARC KLEPTGA001, LLC
 
Delaware
ARC KLGFPMS001, LLC
 
Delaware
ARC KLHVLAL001, LLC
 
Delaware
ARC KLHVLAL002, LLC
 
Delaware
ARC KLHVLAL003, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC KLJACFL001, LLC
 
Delaware
ARC KLJAKMS001, LLC
 
Delaware
ARC KLJAKMS002, LLC
 
Delaware
ARC KLKNXTN001, LLC
 
Delaware
ARC KLLWBTN001, LLC
 
Delaware
ARC KLMCNGA001, LLC
 
Delaware
ARC KLMDGGA001, LLC
 
Delaware
ARC KLMFBTN001, LLC
 
Delaware
ARC KLMGYAL001, LLC
 
Delaware
ARC KLMGYAL002, LLC
 
Delaware
ARC KLMGYAL003, LLC
 
Delaware
ARC KLMPSTN001, LLC
 
Delaware
ARC KLMPSTN002, LLC
 
Delaware
ARC KLORLFL001, LLC
 
Delaware
ARC KLORLFL002, LLC
 
Delaware
ARC KLPHCAL001, LLC
 
Delaware
ARC KLPLCFL001, LLC
 
Delaware
ARC KLPRLMS001, LLC
 
Delaware
ARC KLSAGFL001, LLC
 
Delaware
ARC KLSNVGA001, LLC
 
Delaware
ARC KLTCLAL001, LLC
 
Delaware
ARC KLVLYAL001, LLC
 
Delaware
ARC KLVVHAL001, LLC
 
Delaware
ARC LWWDMME001, LLC
 
Delaware
ARC MFBFLUT001, LLC
 
Delaware
ARC MFBLGKY001, LLC
 
Delaware
ARC MFBSEID001, LLC
 
Delaware
ARC MFCBSIN001, LLC
 
Delaware
ARC MFDPEAL001, LLC
 
Delaware
ARC MFDTNAL001, LLC
 
Delaware
ARC MFDTNFL001, LLC
 
Delaware
ARC MFEVLIN001, LLC
 
Delaware
ARC MFFNCSC001, LLC
 
Delaware
ARC MFGNCID001, LLC
 
Delaware
ARC MFGVLNC001, LLC
 
Delaware
ARC MFKXVTN001, LLC
 
Delaware
ARC MFLFTLA001, LLC
 
Delaware
ARC MFMFHOH001, LLC
 
Delaware
ARC MFNDLTX001, LLC
 
Delaware
ARC MFPNXAZ001, LLC
 
Delaware
ARC MFRGRAR001, LLC
 
Delaware
ARC MFRKHSC001, LLC
 
Delaware
ARC MFRLHNC001, LLC
 
Delaware
ARC MFSPNWA001, LLC
 
Delaware
ARC MFSPNWA002, LLC
 
Delaware
ARC MFTSEFL001, LLC
 
Delaware
ARC MFWKAIN001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC MFWMTNC001, LLC
 
Delaware
ARC MFWSNNC001, LLC
 
Delaware
ARC MMLSNME001, LLC
 
Delaware
ARC MMWKAWI001, LLC
 
Delaware
ARC Natchez MS Associates, LLC
 
Delaware
ARC NTMRWGA001, LLC
 
Delaware
ARC NTSTLMO001, LLC
 
Delaware
ARC ORFYTNC001, LLC
 
Delaware
ARC ORLMIWY001, LLC
 
Delaware
ARC ORONAAL001, LLC
 
Delaware
ARCP AA Amherst OH, LLC
 
Delaware
ARCP AA Brooklyn CT, LLC
 
Delaware
ARCP AACLTMI001, LLC
 
Delaware
ARCP AACROMI001, LLC
 
Delaware
ARCP AAFNTMI001, LLC
 
Delaware
ARCP AALVNMI001, LLC
 
Delaware
ARCP AAMLTTN001, LLC
 
Delaware
ARCP AASSMMI001, LLC
 
Delaware
ARCP AAYLNMI001, LLC
 
Delaware
ARCP AN Elk City OK, LLC
 
Delaware
ARCP ATUKRGA001
 
Delaware
ARCP ATUKRGA002
 
Delaware
ARCP CNL Funding 2000-A GP, LLC
 
Delaware
ARCP CNL Net Lease Funding 2001 GP, LLC
 
Delaware
ARCP CX Winter Springs FL, LLC
 
Delaware
ARCP DGAFTAR01, LLC
 
Delaware
ARCP DGAPCMO001, LLC
 
Delaware
ARCP DGASDMO001, LLC
 
Delaware
ARCP DGASGMO001, LLC
 
Delaware
ARCP DGATNMO01, LLC
 
Delaware
ARCP DGBLFMO001, LLC
 
Delaware
ARCP DGBLVAR001, LLC
 
Delaware
ARCP DGBRNMO001, LLC
 
Delaware
ARCP DGCCDMO01, LLC
 
Delaware
ARCP DGCMROK001, LLC
 
Delaware
ARCP DGCNYKS01, LLC
 
Delaware
ARCP DGCRLAR001, LLC
 
Delaware
ARCP DGCTNMO001, LLC
 
Delaware
ARCP DGCVLMO001, LLC
 
Delaware
ARCP DGCVRMO01, LLC
 
Delaware
ARCP DGDMDMO001, LLC
 
Delaware
ARCP DGERKKS01, LLC
 
Delaware
ARCP DGESNMO001, LLC
 
Delaware
ARCP DGFPNAR01, LLC
 
Delaware
ARCP DG Franklin OH, LLC
 
Delaware
ARCP DGGFDMO01, LLC
 
Delaware
ARCP DGGRFAR001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARCP DGHLVMO001, LLC
 
Delaware
ARCP DGHVLMO01, LLC
 
Delaware
ARCP DGJNBIL001, LLC
 
Delaware
ARCP DGLBNMO001, LLC
 
Delaware
ARCP DGLSNMO001, LLC
 
Delaware
ARCP DGOGVMO01, LLC
 
Delaware
ARCP DGPCYFL01, LLC
 
Delaware
ARCP DGPMRMO001, LLC
 
Delaware
ARCP DGQLNMO001, LLC
 
Delaware
ARCP DGSFDMO001, LLC
 
Delaware
ARCP DGSJSMO01, LLC
 
Delaware
ARCP DGSNCMO01, LLC
 
Delaware
ARCP DGSNTMO01, LLC
 
Delaware
ARCP DGSTLMO001, LLC
 
Delaware
ARCP DGSYKPA01, LLC
 
Delaware
ARCP DGWATPA01, LLC
 
Delaware
ARCP DG Whitesville KY, LLC
 
Delaware
ARCP DGWNAMO01, LLC
 
Delaware
ARCP DGWSGMO01, LLC
 
Delaware
ARC PFBFDUK001, LLC
 
Delaware
ARC PFCNLGA001, LLC
 
Delaware
ARCP FDAWD1401, LLC
 
Delaware
ARCP FDCCC1401, LLC
 
Delaware
ARCP FDCCC1402, LLC
 
Delaware
ARCP FDCCC1403, LLC
 
Delaware
ARCP FDCCC1404, LLC
 
Delaware
ARCP FDCCC1405, LLC
 
Delaware
ARCP FDKSCKS01, LLC
 
Delaware
ARCP FD Westfield PA, LLC
 
Delaware
ARCP FD West Portsmouth OH, LLC
 
Delaware
ARCP FECNTOH001, LLC
 
Delaware
ARCP FEMGYNY01, LLC
 
Delaware
ARCP FV Kennewick WA, LLC
 
Delaware
ARCP FV Vista CA, LP
 
Delaware
ARCP GP FV Vista CA, LLC
 
Delaware
ARCP GSFRENY001, LLC
 
Delaware
ARCP GSPLTNY01, LLC
 
Delaware
ARCP GSWARPA001, LLC
 
Delaware
ARCP HDMORAR001, LLC
 
Delaware
ARCP JDDPTIA01, LLC
 
Delaware
ARCP LZAPAGA01, LLC
 
Delaware
ARCP MBDLSTX01, LLC
 
Delaware
ARCP MT Baton Rouge LA, LLC
 
Delaware
ARCP Net Lease Funding 2005 GP, LLC
 
Delaware
ARCP OR Louisville KY, LLC
 
Delaware
ARCP Property Management, LLC
 
Delaware
ARC Properties Property Services, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC PRRCRNY001, LLC
 
Delaware
ARC PSCLSNC001, LLC
 
Delaware
ARC PSCLTNC001, LLC
 
Delaware
ARC PSCLTNC002, LLC
 
Delaware
ARC PSCLTNC003, LLC
 
Delaware
ARC PSCLTNC004, LLC
 
Delaware
ARC PSCNRNC001, LLC
 
Delaware
ARCP SE Concord NH, LLC
 
Delaware
ARC PSFMLSC001, LLC
 
Delaware
ARC PSLTNNC001, LLC
 
Delaware
ARC PSMGYAL001, LLC
 
Delaware
ARC PSMTSNC001, LLC
 
Delaware
ARC PSTVLNC001, LLC
 
Delaware
ARCP TKGVLSC01, LLC
 
Delaware
ARCP TSMLBMA001, LLC
 
Delaware
ARCP TSRGCTX01, LLC
 
Delaware
ARCP USRP Funding 2001-A GP, LLC
 
Delaware
ARCP WELET1401, LLC
 
Delaware
ARCP WGEPTMI001, LLC
 
Delaware
ARCP WGMRBSC001, LLC
 
Delaware
ARCP WY Greeley CO, LLC
 
Delaware
ARCP Yukon OK, LLC
 
Delaware
ARC QBFNTMI001, LLC
 
Delaware
ARC QBGBCMI001, LLC
 
Delaware
ARC RAADMMA001, LLC
 
Delaware
ARC RABRTMI001, LLC
 
Delaware
ARC RAFWKY0001, LLC
 
Delaware
ARC RAHTNWV001, LLC
 
Delaware
ARC RAJFVIN001, LLC
 
Delaware
ARC RALMAOH001, LLC
 
Delaware
ARC RALNGKY001, LLC
 
Delaware
ARC RALVLOH001, LLC
 
Delaware
ARC RALXNKY001, LLC
 
Delaware
ARC RAMAROH001, LLC
 
Delaware
ARC RAPRSKY001, LLC
 
Delaware
ARC RASFDKY001, LLC
 
Delaware
ARC RASVLKY001, LLC
 
Delaware
ARC RAWILNC001, LLC
 
Delaware
ARC RBCSRNJ001, LLC
 
Delaware
ARC RMAKNOH 001, LLC
 
Delaware
ARC RMBLGOH001, LLC
 
Delaware
ARC RMWFDKS001, LLC
 
Delaware
ARC RMWFDKS002, LLC
 
Delaware
ARC RRINSIN001, LLC
 
Delaware
ARC SBANDSC001, LLC
 
Delaware
ARC SBAPSMD001, LLC
 
Delaware
ARC SBATLGA002, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC SBATLGA003, LLC
 
Delaware
ARC SBBDNGA001, LLC
 
Delaware
ARC SBBLTNC001, LLC
 
Delaware
ARC SBBTNNC001, LLC
 
Delaware
ARC SBBTNSC001, LLC
 
Delaware
ARC SBCBONC001, LLC
 
Delaware
ARC SBCCDNC001, LLC
 
Delaware
ARC SBCSPFL001, LLC
 
Delaware
ARC SBCTATN001, LLC
 
Delaware
ARC SBCTNVA001, LLC
 
Delaware
ARC SBDHMNC001, LLC
 
Delaware
ARC SBDLNFL001, LLC
 
Delaware
ARC SBDNNFL001, LLC
 
Delaware
ARC SBDTNFL001, LLC
 
Delaware
ARC SBDWYGA001, LLC
 
Delaware
ARC SBELCMD001, LLC
 
Delaware
ARC SBFDKMD001, LLC
 
Delaware
ARC SBGBONC001, LLC
 
Delaware
ARC SBHDNFL001, LLC
 
Delaware
ARC SBJSPGA001, LLC
 
Delaware
ARC SBKMEFL001, LLC
 
Delaware
ARC SBLBGVA001, LLC
 
Delaware
ARC SBLGNNC001, LLC
 
Delaware
ARC SBLGNTN001, LLC
 
Delaware
ARC SBLKDFL001, LLC
 
Delaware
ARC SBLWSFL001, LLC
 
Delaware
ARC SBMBEFL001, LLC
 
Delaware
ARC SBMDNTN001, LLC
 
Delaware
ARC SBMMIFL001, LLC
 
Delaware
ARC SBMNRNC001, LLC
 
Delaware
ARC SBMTSNC001, LLC
 
Delaware
ARC SBMVLNC001, LLC
 
Delaware
ARC SBNFKVA001, LLC
 
Delaware
ARC SBNPTFL001, LLC
 
Delaware
ARC SBNVLTN001, LLC
 
Delaware
ARC SBNVLTN002, LLC
 
Delaware
ARC SBNVLTN003, LLC
 
Delaware
ARC SBODOFL001, LLC
 
Delaware
ARC SBOKONC001, LLC
 
Delaware
ARC SBPBGVA001, LLC
 
Delaware
ARC SBPCAFL001, LLC
 
Delaware
ARC SBPCYFL001, LLC
 
Delaware
ARC SBPHRFL001, LLC
 
Delaware
ARC SBPOGFL001, LLC
 
Delaware
ARC SBPOGFL002, LLC
 
Delaware
ARC SBRCMVA001, LLC
 
Delaware
ARC SBRLHNC001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC SBRMDVA001, LLC
 
Delaware
ARC SBRMTVA001, LLC
 
Delaware
ARC SBRWLGA001, LLC
 
Delaware
ARC SBSDAFL001, LLC
 
Delaware
ARC SBSSIGA001, LLC
 
Delaware
ARC SBTLEFL001, LLC
 
Delaware
ARC SBTPAFL001, LLC
 
Delaware
ARC SBTVRSC001, LLC
 
Delaware
ARC SBWDFMD001, LLC
 
Delaware
ARC SBWPBFL001, LLC
 
Delaware
ARC SBYKLNC001, LLC
 
Delaware
ARC SBZBNNC001, LLC
 
Delaware
ARC SCADWTX001, LLC
 
Delaware
ARC SCLAFTX001, LLC
 
Delaware
ARC SCPHRTX001, LLC
 
Delaware
ARC SCRHOTX001, LLC
 
Delaware
ARC SEGCTVA001, LLC
 
Delaware
ARC SEHPNVA001, LLC
 
Delaware
ARC SEHPNVA002, LLC
 
Delaware
ARC SESSAFL001, LLC
 
Delaware
ARC SRTULOK001, LLC
 
Delaware
ARC SSPMTMA001, LLC
 
Delaware
ARC STORROH001, LLC
 
Delaware
ARC STORROH002, LLC
 
Delaware
ARC STORROH003, LLC
 
Delaware
ARC TBHGHMA001, LLC
 
Delaware
ARC TBLVLMA001, LLC
 
Delaware
ARC TDFMTME001, LLC
 
Delaware
ARC TKDBNOH001, LLC
 
Delaware
ARC TRSEAWA001, LLC
 
Delaware
ARC TSCARTX001 GP, LLC
 
Delaware
ARC TSCARTX001, LP
 
Delaware
ARC TSDRLA0001, LLC
 
Delaware
ARC TSGRYLA001, LLC
 
Delaware
ARC TSLBSCA001, LLC
 
Delaware
ARC TSMMSFL001, LLC
 
Delaware
ARC TSNGNMI001, LLC
 
Delaware
ARC TSOCTAL001, LLC
 
Delaware
ARC TSODETX001GP, LLC
 
Delaware
ARC TSODETX001, LP
 
Delaware
ARC TSPKIVA001, LLC
 
Delaware
ARC TSPSWNH001, LLC
 
Delaware
ARC TSPYMNH001, LLC
 
Delaware
ARC TSSHRLA001, LLC
 
Delaware
ARC VSEPKIL001, LLC
 
Delaware
ARC VSEPKIL001, LLC
 
Delaware
ARC WDJKVFL001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC WGABOPR001, LLC
 
Delaware
ARC WGACWGA002, LLC
 
Delaware
ARC WGAKNOH001, LLC
 
Delaware
ARC WGANDIN001, LLC
 
Delaware
ARC WGBPTWV001, LLC
 
Delaware
ARC WGBTMMD001, LLC
 
Delaware
ARC WGCDVTN001, LLC
 
Delaware
ARC WGCGOIL001, LLC
 
Delaware
ARC WGCGOIL002, LLC
 
Delaware
ARC WGCLBMS001, LLC
 
Delaware
ARC WGCSRCO001, LLC
 
Delaware
ARC WGCTPMI001, LLC
 
Delaware
ARC WGDBNMI001, LLC
 
Delaware
ARC WGDLSTX001, LLC
 
Delaware
ARC WGDNVCO001, LLC
 
Delaware
ARC WGESYSC001, LLC
 
Delaware
ARC WGETNOH001, LLC
 
Delaware
ARC WGGVLSC001, LLC
 
Delaware
ARC WGJKNMS001, LLC
 
Delaware
ARC WGLNPMI001, LLC
 
Delaware
ARC WGLPSPR001, LLC
 
Delaware
ARC WGLVNMI001, LLC
 
Delaware
ARC WGLVSNV001, LLC
 
Delaware
ARC WGLVSNV002, LLC
 
Delaware
ARC WGMEMTN001, LLC
 
Delaware
ARC WGNCNSC001, LLC
 
Delaware
ARC WGORLFL001, LLC
 
Delaware
ARC WGOTEKS001, LLC
 
Delaware
ARC WGPHIPA01, LLC
 
Delaware
ARC WGPHXAZ001, LLC
 
Delaware
ARC WGPNBAR001, LLC
 
Delaware
ARC WGPORAZ001, LLC
 
Delaware
ARC WGTKRGA001, LLC
 
Delaware
ARC WGTLQOK001, LLC
 
Delaware
ARC WGTRYMI001, LLC
 
Delaware
ARC WGWRNMI001, LLC
 
Delaware
ARC WMDVLVA001, LLC
 
Delaware
ARC WSOLBMS001 Holder, LLC
 
Delaware
ARC WSOLBMS001, LLC
 
Delaware
ARHC HRONWIPP1, LLC
 
Wisconsin
CNL Funding 2000-A, LP
 
Delaware
CRE JV Mixed Five CT Branch Holdings LLC
 
Delaware
CRE JV Mixed Five DE Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 5 Branch Holdings LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
CRE JV Mixed Five MI 1 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 5 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 6 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 7 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NH Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 1 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 5 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 1 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 5 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 6 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 7 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five PA Branch Holdings LLC
 
Delaware
CRE JV Mixed Five VT Branch Holdings LLC
 
Delaware
Indian Old Fields Park, LLC
 
Kentucky
Indian Old Fields Racing Park LLC
 
Kentucky
Invensys Systems Cocasett, LLC
 
Delaware
LG-375 Canton MI, LLC
 
Delaware
Net Lease Funding 2005, LP
 
Delaware
NSS ARCP 2014, LLC
 
Delaware
SDS ARCP 2014, LLC
 
Delaware
SDS RCAP 2014, LLC
 
Delaware
Sir Santa Clara (Walsh) LP
 
Delaware
Thunder Acquisition, LLC
 
Delaware
USRP Funding 2001-A, L.P.
 
Delaware
257 W. Genesee, LLC
 
Delaware
ARC AACLNIN001, LLC
 
Delaware
ARC AARMTNC001, LLC
 
Delaware
ARC AATPLMS001, LLC
 
Delaware
ARC ARGWDMS001, LLC
 
Delaware
ARC CAFEHLD001, LLC
 
Delaware
ARC CAFEUSA001, LLC
 
Delaware
ARC CBHDHNJ001, LLC
 
Delaware
ARC CBOMTPA001, LLC
 
Delaware
ARC COSTNND001, LLC
 
Delaware
ARC DBPGDYR001, LLC
 
Delaware
ARC DBPPROP001, LLC
 
Delaware
ARC DDAKNOH001, LLC
 
Delaware
ARC DDCNTMO001, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARC DGDIATX001, LLC
 
Delaware
ARC DGGTSOH001, LLC
 
Delaware
ARC DGWRGOH001, LLC
 
Delaware
ARC FDARCLA001, LLC
 
Delaware
ARC FDATNNY001, LLC
 
Delaware
ARC FDBSFMS001, LLC
 
Delaware
ARC FDCTGNY001, LLC
 
Delaware
ARC FDELYMN001, LLC
 
Delaware
ARC FDFLTMI001, LLC
 
Delaware
ARC FDGRSKY001, LLC
 
Delaware
ARC FDHWLVA001, LLC
 
Delaware
ARC FDJCROH001, LLC
 
Delaware
ARC FDJKVTX001, LLC
 
Delaware
ARC FDLKVIN001, LLC
 
Delaware
ARC HRP1ATT001, LLC
 
Delaware
ARC HRPAVAZ001, LLC
 
Delaware
ARC HRPBPAA001, LLC
 
Delaware
ARC HRPBPAA002, DST
 
Delaware
ARC HRPBPAA002, DST
 
Delaware
ARC HRPBPAB001 GP, L.L.C.
 
Delaware
ARC HRPBPAB001, LLC
 
Delaware
ARC HRPBPAB001, LP
 
Delaware
ARC HRPBPAB002, LLC
 
Delaware
ARC HRPBPCC001, LLC
 
Delaware
ARC HRPBPCC001, LLC
 
Delaware
ARC HRPCOAZ001, LLC
 
Delaware
ARC HRPCOAZ001, LLC
 
Delaware
ARC HRPCOCO001, LLC
 
Delaware
ARC HRPFICO001, LLC
 
Delaware
ARC HRPFRMD001, LLC
 
Delaware
ARC HRPGRSC001, LLC
 
Delaware
ARC HRPPAFL001, LLC
 
Delaware
ARC HRPSUTX001, LP
 
Delaware
ARC HRPWADC001, LLC
 
Delaware
ARC HRPWOTX001 GP, LLC
 
Delaware
ARC HRPWOTX001, LP
 
Delaware
ARC KGJPLMO001, LLC
 
Delaware
ARC KGJPLMO002, LLC
 
Delaware
ARC KGJPLMO003, LLC
 
Delaware
ARC KGJPLMO004, LLC
 
Delaware
ARC KGNEOMO001, LLC
 
Delaware
ARC Properties Operating Partnership, L.P.
 
Delaware
ARC TPDULGA001, LLC
 
Delaware
ARC WGJENMS001, LLC
 
Delaware
ARCP AA Mount Pleasant IA, LLC
 
Delaware
ARCP AA Tecumseh MI, LLC
 
Delaware
ARCP Acquisitions, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARCP AF Jeffersontown KY, LLC
 
Delaware
ARCP AP St. Charles MO, LLC
 
Delaware
ARCP AR Cleveland MS, LLC
 
Delaware
ARCP BE Lakeland FL, LLC
 
Delaware
ARCP Canadian Withholding Agent, LLC
 
Delaware
ARCP CK Martinez GA, LLC
 
Delaware
ARCP CK Thomson GA, LLC
 
Delaware
ARCP CO Tioga ND, LLC
 
Delaware
ARCP CV Anna TX, LLC
 
Delaware
ARCP CV Baton Rouge LA, LLC
 
Delaware
ARCP CV Berlin VT, LLC
 
Delaware
ARCP CV Bossier City LA, LLC
 
Delaware
ARCP CV Bowling Green OH, LLC
 
Delaware
ARCP CV Branson MO, LLC
 
Delaware
ARCP CV Brookville IN, LLC
 
Delaware
ARCP CV Canyon Lake TX, LLC
 
Delaware
ARCP CV Cape Girardeau MO, LLC
 
Delaware
ARCP CV Cary IL, LLC
 
Delaware
ARCP CV Celina TX, LLC
 
Delaware
ARCP CV Claremore OK, LLC
 
Delaware
ARCP CV Corpus Christi (Padre Island) TX, LLC
 
Delaware
ARCP CV Coupus Christi TX, LLC
 
Delaware
ARCP CV Des Moines IA, LLC
 
Delaware
ARCP CV Donna TX, LLC
 
Delaware
ARCP CV Duncan OK, LLC
 
Delaware
ARCP CV Durant OK, LLC
 
Delaware
ARCP CV Elizabethtown KY, LLC
 
Delaware
ARCP CV Emporia KS, LLC
 
Delaware
ARCP CV Enid OK, LLC
 
Delaware
ARCP CV Enterprise AL, LLC
 
Delaware
ARCP CV Erwin NC, LLC
 
Delaware
ARCP CV Fort Wayne IN, LLC
 
Delaware
ARCP CV Fullerton CA, LLC
 
Delaware
ARCP CV Gloversville NY, LLC
 
Delaware
ARCP CV Green OH, LLC
 
Delaware
ARCP CV Greeneville TN, LLC
 
Delaware
ARCP CV Hannibal MO, LLC
 
Delaware
ARCP CV Hattiesburg MS, LLC
 
Delaware
ARCP CV Ironton OH, LLC
 
Delaware
ARCP CV Junction City KS, LLC
 
Delaware
ARCP CV Knoxville (Kingston) TN, LLC
 
Delaware
ARCP CV Lawrence MA, LLC
 
Delaware
ARCP CV Lewes DE, LLC
 
Delaware
ARCP CV Liberty SC, LLC
 
Delaware
ARCP CV Macon GA, LLC
 
Delaware
ARCP CV Manchester GA, LLC
 
Delaware
ARCP CV Mendota IL, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARCP CV Menifee CA, LLC
 
Delaware
ARCP CV Metairie (David) LA, LLC
 
Delaware
ARCP CV Morgantown WV, LLC
 
Delaware
ARCP CV Muskogee OK, LLC
 
Delaware
ARCP CV Norfolk NE, LLC
 
Delaware
ARCP CV O'Fallon MO, LLC
 
Delaware
ARCP CV Oklahoma City (Pennsylvania) OK, LLC
 
Delaware
ARCP CV Oro Valley AZ, LLC
 
Delaware
ARCP CV Oroville CA, LLC
 
Delaware
ARCP CV Peoria AZ, LLC
 
Delaware
ARCP CV Pflugerville TX, LLC
 
Delaware
ARCP CV Port Aransas TX, LLC
 
Delaware
ARCP CV Portsmouth (High) VA, LLC
 
Delaware
ARCP CV Rolla MO, LLC
 
Delaware
ARCP CV Rowlett TX, LLC
 
Delaware
ARCP CV Roy UT, LLC
 
Delaware
ARCP CV San Antonio (Marbach) TX, LLC
 
Delaware
ARCP CV Sandy UT, LLC
 
Delaware
ARCP CV Sanford NC, LLC
 
Delaware
ARCP CV Selma AL, LLC
 
Delaware
ARCP CV Sikeston MO, LLC
 
Delaware
ARCP CV Slidell (Brownswitch) LA, LLC
 
Delaware
ARCP CV St. Louis MO, LLC
 
Delaware
ARCP CV Statesboro GA, LLC
 
Delaware
ARCP CV Toledo OH, LLC
 
Delaware
ARCP CV Tucson AZ, LLC
 
Delaware
ARCP CV Tunkhannock PA, LLC
 
Delaware
ARCP CV Waterville NY, LLC
 
Delaware
ARCP CV Westville IL, LLC
 
Delaware
ARCP CV Wichita (Harry) KS, LLC
 
Delaware
ARCP DG Albert Lea MN, LLC
 
Delaware
ARCP DG Bainbridge IN, LLC
 
Delaware
ARCP DG Bronson MI, LLC
 
Delaware
ARCP DG Cohasset MN, LLC
 
Delaware
ARCP DG Cohasset MN, LLC
 
Delaware
ARCP DG Galatia IL, LLC
 
Delaware
ARCP DG Minonk IL, LLC
 
Delaware
ARCP DG Monticello KY, LLC
 
Delaware
ARCP DG Oceana WV, LLC
 
Delaware
ARCP DG Palatka FL, LLC
 
Delaware
ARCP DG Park Forest IL, LLC
 
Delaware
ARCP DG Rockford IL LLC
 
Delaware
ARCP DG Rockford IL, LLC
 
Delaware
ARCP DGPLSPA01, LLC
 
Delaware
ARCP DT Chiefland FL, LLC
 
Delaware
ARCP DV New Orleans LA, LLC
 
Delaware
ARCP FD 2014 ALB Portfolio V, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARCP FD 2014 SLB Portfolio I, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio II, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio III, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio V, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio VI, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio VII, LLC
 
Delaware
ARCP FD Anaconda MT, LLC
 
Delaware
ARCP FD Au Sable Forks NY, LLC
 
Delaware
ARCP FD Blackhawk SD, LLC
 
Delaware
ARCP FD Broad Top PA, LLC
 
Delaware
ARCP FD Dillon MT, LLC
 
Delaware
ARCP FD Lovington NM, LLC
 
Delaware
ARCP FD Newberry SC, LLC
 
Delaware
ARCP FD Portfolio IX, LLC
 
Delaware
ARCP FD Troy NC, LLC
 
Delaware
ARCP FDJCROH001, LLC
 
Delaware
ARCP FE Bel Aire KS, LLC
 
Delaware
ARCP FE Cherry Valley IL, LLC
 
Delaware
ARCP FE Columbia MO, LLC
 
Delaware
ARCP FE Marcy NY, LLC
 
Delaware
ARCP FE Menomonee Falls WI, LLC
 
Delaware
ARCP FE Tempe AZ, LLC
 
Delaware
ARCP FE Tulsa OK, LLC
 
Delaware
ARCP GC Nicholasville KY, LLC
 
Delaware
ARCP GE Seven Fields PA, LLC
 
Delaware
ARCP GE Winfield KS, LLC
 
Delaware
ARCP GP OFC El Segundo CA, LLC
 
Delaware
ARCP GP OFC Vista CA, LLC
 
Delaware
ARCP HDYKPA01, LLC
 
Delaware
ARCP ID Cleveland OH, LLC
 
Delaware
ARCP ID Knoxville TN, LLC
 
Delaware
ARCP ID Mesa Portfolio, LLC
 
Delaware
ARCP ID Mohnton PA, LLC
 
Delaware
ARCP ID North Little Rock AR, LLC
 
Delaware
ARCP JL Houston TX, LLC
 
Delaware
ARCP KC Davenport IA, LLC
 
Delaware
ARCP KG Muskogee OK, LLC
 
Delaware
ARCP LL Saginaw MI, LLC
 
Delaware
ARCP LS Akron (East Waterloo) OH, LLC
 
Delaware
ARCP LS Akron (West Market) OH, LLC
 
Delaware
ARCP LS Akron OH, LLC
 
Delaware
ARCP LS Barberton OH, LLC
 
Delaware
ARCP LS Bedford Heights OH, LLC
 
Delaware
ARCP LS Cleveland OH, LLC
 
Delaware
ARCP LS Fairview Park OH, LLC
 
Delaware
ARCP LS Lakewood OH, LLC
 
Delaware
ARCP LS Mayfield Heights OH, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARCP LS Medina OH, LLC
 
Delaware
ARCP LS Painesville OH, LLC
 
Delaware
ARCP LS Parma (Broadview) OH, LLC
 
Delaware
ARCP LS Parma (Brookpark) OH, LLC
 
Delaware
ARCP LS Seven Hills OH, LLC
 
Delaware
ARCP LS Solon OH, LLC
 
Delaware
ARCP LS South Euclid OH, LLC
 
Delaware
ARCP LS Stow OH, LLC
 
Delaware
ARCP LS Stow OH, LLS
 
Delaware
ARCP LS Westlake OH, LLC
 
Delaware
ARCP LS Willoughby OH, LLC
 
Delaware
ARCP MD Sherman TX, LLC
 
Delaware
ARCP MF Charleston SC, LLC
 
Delaware
ARCP MF Flint (Miller) MI, LLC
 
Delaware
ARCP MF Flint MI, LLC
 
Delaware
ARCP MF Goldsboro NC, LLC
 
Delaware
ARCP MF Painesville Township OH, LLC
 
Delaware
ARCP MT Silverdale WA, LLC
 
Delaware
ARCP OFC Amherst NY, LLC
 
Delaware
ARCP OFC Annandale NJ, LLC
 
Delaware
ARCP OFC Colorado Springs CO, LLC
 
Delaware
ARCP OFC Covington KY, LLC
 
Delaware
ARCP OFC Dublin OH, LLC
 
Delaware
ARCP OFC El Segundo CA, LP
 
Delaware
ARCP OFC Foxboro MA, LLC
 
Delaware
ARCP OFC Irving TX, LLC
 
Delaware
ARCP OFC Malvern PA, LLC
 
Delaware
ARCP OFC Mesa Portfolio, LLC
 
Delaware
ARCP OFC Schaumburg IL, LLC
 
Delaware
ARCP OFC Sterling VA, LLC
 
Delaware
ARCP OFC Vista CA, LP
 
Delaware
ARCP QS Fredericksburg VA, LLC
 
Delaware
ARCP RA Bay City MI, LLC
 
Delaware
ARCP RA West Branch MI, LLC
 
Delaware
ARCP RL Portfolio I, LLC
 
Delaware
ARCP RL Portfolio II, LLC
 
Delaware
ARCP RL Portfolio III, LLC
 
Delaware
ARCP RL Portfolio IV, LLC
 
Delaware
ARCP RL Portfolio IX, LLC
 
Delaware
ARCP RL Portfolio V, LLC
 
Delaware
ARCP RL Portfolio VI, LLC
 
Delaware
ARCP RL Portfolio VII, LLC
 
Delaware
ARCP RL Portfolio VIII, LLC
 
Delaware
ARCP RL Portfolio X, LLC
 
Delaware
ARCP RL/BB Memphis TN, LLC
 
Delaware
ARCP RL/OB/BB/SB Pittsburgh PA, LLC
 
Delaware
ARCP RL/OG Altamonte Springs FL, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
ARCP RL/OG Cary NC, LLC
 
Delaware
ARCP RL/OG Chesapeake VA, LLC
 
Delaware
ARCP RL/OG Edmonton (171st Street) AB, LLC
 
Delaware
ARCP RL/OG Edmonton (Gateway Blvd NW) AB, LLC
 
Delaware
ARCP RL/OG Flagstaff AZ, LLC
 
Delaware
ARCP RL/OG Houston TX, LLC
 
Delaware
ARCP RL/OG Langhorne PA, LLC
 
Delaware
ARCP RL/OG Leesburg FL, LLC
 
Delaware
ARCP RL/OG Manassas VA, LLC
 
Delaware
ARCP RL/OG Morgantown WV, LLC
 
Delaware
ARCP RL/OG Oklahoma City OK, LLC
 
Delaware
ARCP RL/OG Port Charlotte FL, LLC
 
Delaware
ARCP RL/OG Salisburg MD, LLC
 
Delaware
ARCP RL/OG Salisbury MD, LLC
 
Delaware
ARCP RL/OG Silverdale WA, LLC
 
Delaware
ARCP RL/OG Winnepeg MN, LLC
 
Delaware
ARCP RL/OG Winnipeg MB, LLC
 
Delaware
ARCP RL/OG/BB/SB Pittsburg PA, LLC
 
Delaware
ARCP RY Portfolio I, LLC
 
Delaware
ARCP SB Memphis TN, LLC
 
Delaware
ARCP Services, LLC
 
Delaware
ARCP SN Mabelvale AR, LLC
 
Delaware
ARCP Springing Member, LLC
 
Delaware
ARCP TRS Corp.
 
Delaware
ARCP TS Farmington NM, LLC
 
Delaware
ARCP TS Midland NC, LLC
 
Delaware
ARCP TS Silver City NM, LLC
 
Delaware
ARCP WY Arlington TX, LLC
 
Delaware
ARCP WY Kinston NC, LLC
 
Delaware
ARCP WY Sweetwater TX, LLC
 
Delaware
CA Portsmouth Investment Trust
 
Delaware
Capital Lease Funding Securitization LP
 
Delaware
Capital Property Associates Limited Partnership
 
Maryland
CapLease 2007-STL LLC
 
Delaware
Caplease Credit LLC
 
Delaware
Caplease Debt Funding, LP
 
Delaware
Caplease Investment Management, LLC
 
Delaware
CapLease Protective Trust
 
Delaware
Caplease, LP.
 
Delaware
CLF 1000 Milwaukee Avenue LLC
 
Delaware
CLF 10777 Clay Road LLC
 
Delaware
CLF 555 N. Daniels Way LLC
 
Delaware
CLF 6116 GP LLC
 
Delaware
CLF Aliso Viejo Business Trust
 
Virginia
CLF ALISO VIEJO MEMBER LLC
 
Delaware
CLF Ann Arbor LLC
 
Delaware
CLF Arlington GP LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
CLF Arlington LP
 
Delaware
CLF Ashland LLC
 
Delaware
CLF Bobs Randolph LLC
 
Delaware
CLF Breinigsville Business Trust
 
Virginia
CLF Breinigsville Holding Company LLC
 
Delaware
CLF Cane Run Louisville, LLC
 
Delaware
CLF Cane Run Member, LLC
 
Delaware
CLF Cheyenne Tulsa Member, LLC
 
Delaware
CLF Cheyenne Tulsa, LLC
 
Delaware
CLF Columbia LLC
 
Delaware
CLF Cooper Franklin LLC
 
Delaware
CLF DEA BIRMINGHAM LLC
 
Delaware
CLF Dodge Omaha LLC
 
Delaware
CLF Electric Road Roanoke LLC
 
Delaware
CLF Elysian Fields LLC
 
Delaware
CLF EPA KANSAS CITY LLC
 
Delaware
CLF EPA Member LLC
 
Delaware
CLF FARINON SAN ANTONIO LLC
 
Delaware
CLF FBI Albany LLC
 
Delaware
CLF FBI BIRMINGHAM LLC
 
Delaware
CLF Fort Wayne LLC
 
Delaware
CLF Fort Worth GP LLC
 
Delaware
CLF Fort Worth LP
 
Delaware
CLF Grassmere Nashville LLC
 
Delaware
CLF Greenway Drive Lawrence LLC
 
Delaware
CLF HERNDON LLC
 
Delaware
CLF Holding Company, LLC
 
Delaware
CLF JCI Florida LLC
 
Delaware
CLF Lakeside Richardson LLC
 
Delaware
CLF Landmark Omaha LLC
 
Delaware
CLF Lathrop Business Trust
 
Virginia
CLF McCullough Drive Charlotte LLC
 
Delaware
CLF Mercer Island LLC
 
Delaware
CLF New Falls Business Trust
 
Virginia
CLF Noria Road Lawrence LLC
 
Delaware
CLF OP General Partner LLC
 
Delaware
CLF PARK TEN HOUSTON LLC
 
Delaware
CLF Parsippany LLC
 
Delaware
CLF Pulco One LLC
 
Delaware
CLF Pulco Two LLC
 
Delaware
CLF Rapp Irving GP LLC
 
Delaware
CLF Rapp Irving LP
 
Delaware
CLF REAL ESTATE LLC
 
Delaware
CLF Red Lion Road Philadelphia Business Trust
 
Virginia
CLF Ridley Park Business Trust
 
Virginia
CLF Sawdust Member, LLC
 
Delaware
CLF Sierra LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
CLF Simi Valley Business Trust
 
Virginia
CLF South Monaco Denver LLC
 
Delaware
CLF SSA Austin GP LLC
 
Delaware
CLF SSA AUSTIN LP
 
Delaware
CLF Sylvan Way LLC
 
Delaware
CLF Tollway Plano GP LLC
 
Delaware
CLF Tollway Plano LP
 
Delaware
CLF TW MILWAUKEE LLC
 
Delaware
CLF VA Ponce LLC
 
Delaware
CLF WAG Rosemead LLC
 
Delaware
CLF Westbrook Malvern Business Trust
 
Virginia
CNL Net Lease Funding 2001, LP
 
Delaware
CNL Net Lease Funding 2003, LLC
 
Delaware
Cole AA Appleton WI, LLC
 
Delaware
Cole AA Bedford IN, LLC
 
Delaware
Cole AA Bethel OH, LLC
 
Delaware
Cole AA Bonita Springs FL, LLC
 
Delaware
Cole AA Brownstown MI, LLC
 
Delaware
Cole AA Candler NC, LLC
 
Delaware
Cole AA Canton OH, LLC
 
Delaware
Cole AA Charlotte (Albemarle) NC, LLC
 
Delaware
Cole AA Crestwood KY, LLC
 
Delaware
Cole AA Dayton OH, LLC
 
Delaware
Cole AA Deer Park TX, LLC
 
Delaware
Cole AA Delaware OH, LLC
 
Delaware
Cole AA Florence KY, LLC
 
Delaware
Cole AA Frankfort KY, LLC
 
Delaware
Cole AA Franklin IN, LLC
 
Delaware
Cole AA Georgetown KY, LLC
 
Delaware
Cole AA Grand Rapids MI, LLC
 
Delaware
Cole AA Hillview KY, LLC
 
Delaware
Cole AA Holland OH, LLC
 
Delaware
Cole AA Houston (Aldine) TX, LLC
 
Delaware
Cole AA Houston (Imperial) TX, LLC
 
Delaware
Cole AA Houston (Wallisville) TX, LLC
 
Delaware
Cole AA Howell MI, LLC
 
Delaware
Cole AA Humble TX, LLC
 
Delaware
Cole AA Huntsville TX, LLC
 
Delaware
Cole AA Janesville WI, LLC
 
Delaware
Cole AA Kingwood TX, LLC
 
Delaware
Cole AA Lehigh Acres FL, LLC
 
Delaware
Cole AA Lubbock TX, LLC
 
Delaware
Cole AA Massillon OH, LLC
 
Delaware
Cole AA Milwaukee WI, LLC
 
Delaware
Cole AA Mishawaka IN, LLC
 
Delaware
Cole AA Monroe MI, LLC
 
Delaware
Cole AA Richmond IN, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole AA Rock Hill SC, LLC
 
Delaware
Cole AA Romulus MI, LLC
 
Delaware
Cole AA Salem OH, LLC
 
Delaware
Cole AA Sapulpa OK, LLC
 
Delaware
Cole AA South Lyon MI, LLC
 
Delaware
Cole AA Spring TX, LLC
 
Delaware
Cole AA Starkville MS, LLC
 
Delaware
Cole AA Sylvania OH, LLC
 
Delaware
Cole AA Twinsburg OH, LLC
 
Delaware
Cole AA Vermilion OH, LLC
 
Delaware
Cole AA Washington Township MI, LLC
 
Delaware
Cole AA Webster TX, LLC
 
Delaware
Cole AB Abilene TX, LLC
 
Delaware
Cole AB Albuquerque (Lomas Blvd) NM, LLC
 
Delaware
Cole AB Albuquerque NM, LLC
 
Delaware
Cole AB Alexandria LA, LLC
 
Delaware
Cole AB Arlington TX, LLC
 
Delaware
Cole AB Baton Rouge (College Dr) LA, LLC
 
Delaware
Cole AB Baton Rouge (George O'Neal Rd) LA, LLC
 
Delaware
Cole AB Baton Rouge LA, LLC
 
Delaware
Cole AB Boosier City LA, LLC
 
Delaware
Cole AB Clovis NM, LLC
 
Delaware
Cole AB Denver CO, LLC
 
Delaware
Cole AB Durango CO, LLC
 
Delaware
Cole AB El Paso TX, LLC
 
Delaware
Cole AB Farmington NM, LLC
 
Delaware
Cole AB Fort Collins CO, LLC
 
Delaware
Cole AB Fort Worth (Clifford St) TX, LLC
 
Delaware
Cole AB Fort Worth (Oakmont) TX, LLC
 
Delaware
Cole AB Fort Worth (Sycamore School Rd) TX, LLC
 
Delaware
Cole AB Fort Worth TX, LLC
 
Delaware
Cole AB Lafayette LA, LLC
 
Delaware
Cole AB Lake Havasu City AZ, LLC
 
Delaware
Cole AB Las Cruces NM, LLC
 
Delaware
Cole AB Los Lunas NM, LLC
 
Delaware
Cole AB Mesa AZ, LLC
 
Delaware
Cole AB Midland TX, LLC
 
Delaware
Cole AB Odessa TX, LLC
 
Delaware
Cole AB Phoenix AZ, LLC
 
Delaware
Cole AB Scottsdale AZ, LLC
 
Delaware
Cole AB Silver City NM, LLC
 
Delaware
Cole AB Tucson (Grant Rd) AZ, LLC
 
Delaware
Cole AB Tucson AZ, LLC
 
Delaware
Cole AB Weatherford TX, LLC
 
Delaware
Cole AB Yuma AZ, LLC
 
Delaware
Cole Acquisitions I, LLC
 
Delaware
Cole AH Indianapolis IN, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole AM St. Joseph MO, LLC
 
Delaware
Cole AN Portfolio II, LLC
 
Delaware
Cole AN Portfolio III, LLC
 
Delaware
Cole AN Portfolio IV, LLC
 
Delaware
Cole AN Portfolio V, LLC
 
Delaware
Cole AN Portfolio VI, LLC
 
Delaware
Cole AP Adrian MI, LLC
 
Delaware
Cole AP Bartlett TN, LLC
 
Delaware
Cole AP Chambersburg PA, LLC
 
Delaware
Cole AP Farmington MO, LLC
 
Delaware
Cole AP Horn Lake MS, LLC
 
Delaware
Cole AP Joplin MO, LLC
 
Delaware
Cole AP Kalamazoo MI, LLC
 
Delaware
Cole AP Marion IL, LLC
 
Delaware
Cole AP Memphis TN, LLC
 
Delaware
Cole AP Norton VA, LLC
 
Delaware
Cole AP Rolla MO, LLC
 
Delaware
Cole AP Swansea IL, LLC
 
Delaware
Cole AP Tyler TX, LLC
 
Delaware
Cole AP West Memphis AR, LLC
 
Delaware
Cole AP Wytheville VA, LLC
 
Delaware
Cole AS Austin TX, LLC
 
Delaware
Cole AS Bossier City LA, LLC
 
Delaware
Cole AS Fort Worth TX, LLC
 
Delaware
Cole AS Killeen TX, LLC
 
Delaware
Cole AS Laredo TX, LLC
 
Delaware
Cole AS Montgomery AL, LLC
 
Delaware
Cole AT Dallas TX, LLC
 
Delaware
Cole AW Des Moines (Beaver) IA, LLC
 
Delaware
Cole AW Des Moines (Fleur) IA, LLC
 
Delaware
Cole AW Johnston IA, LLC
 
Delaware
Cole AZ Blanchester OH, LLC
 
Delaware
Cole AZ Hamilton OH, LLC
 
Delaware
Cole AZ Hartville OH, LLC
 
Delaware
Cole AZ Hernando MS, LLC
 
Delaware
Cole AZ Mount Orab OH, LLC
 
Delaware
Cole AZ Nashville TN, LLC
 
Delaware
Cole AZ Pearl River LA, LLC
 
Delaware
Cole AZ Rapid City SD, LLC
 
Delaware
Cole AZ Trenton OH, LLC
 
Delaware
Cole AZ Yorkville IL, LLC
 
Delaware
Cole BB Bourbonnais IL, LLC
 
Delaware
Cole BB Coral Springs. LLC
 
Delaware
Cole BB Indianapolis IN, LLC
 
Delaware
Cole BB Kenosha WI, LLC
 
Delaware
Cole BB Marquette MI, LLC
 
Delaware
Cole BB Montgomery AL, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole BB Norton Shores MI, LLC
 
Delaware
Cole BB Pineville NC, LLC
 
Delaware
Cole BB Richmond IN, LLC
 
Delaware
Cole BB Southaven MS, LLC
 
Delaware
Cole BB Tupelo MS, LLC
 
Delaware
Cole BF Portfolio, LLC
 
Delaware
Cole BG Chester VA, LLC
 
Delaware
Cole BJ Portfolio I, LLC
 
Delaware
Cole BJ Portfolio II, LLC
 
Delaware
Cole BL Greenwood SC, LLC
 
Delaware
Cole BN Alpharetta GA, LLC
 
Delaware
Cole BN Anchorage AK, LLC
 
Delaware
Cole BN Dallas TX, LLC
 
Delaware
Cole BN Farmington Hills MI, LLC
 
Delaware
Cole BN Maple Grove MN, LLC
 
Delaware
Cole BN North Bay Village FL, LLC
 
Delaware
Cole BN Schaumburg IL, LLC
 
Delaware
Cole BN Stuart FL, LLC
 
Delaware
Cole BN Wheeling IL, LLC
 
Delaware
Cole BO Phoenix AZ, LLC
 
Delaware
Cole BU Portfolio II, LLC
 
Delaware
Cole C+ La Quinta CA, LLC
 
Delaware
Cole CA Portfolio, LLC
 
Delaware
Cole Capital Advisors, Inc.
 
Arizona
Cole Capital Corporation
 
Arizona
Cole Capital Partners, LLC
 
Arizona
Cole CB Abilene TX, LLC
 
Delaware
Cole CB Bristol VA, LLC
 
Delaware
Cole CB Columbus GA, LLC
 
Delaware
Cole CB Fort Mill SC, LLC
 
Delaware
Cole CB Greensboro NC, LLC
 
Delaware
Cole CB Piedmont SC, LLC
 
Delaware
Cole CB Rocky Mount NC, LLC
 
Delaware
Cole CB San Antonio TX, LLC
 
Delaware
Cole CB Sherman TX, LLC
 
Delaware
Cole CB Waynesboro VA, LLC
 
Delaware
Cole CCPT III Acquisitions, LLC
 
Delaware
Cole CCPT III CMBS-BR Holdings, LLC
 
Delaware
Cole CCPT III High Yield Holdings, LLC
 
Delaware
Cole CCPT III Mezz Debt Holdings, LLC
 
Delaware
Cole CE Pittsburgh PA, LLC
 
Delaware
Cole CG Blair NE, LLC
 
Delaware
Cole CH/MG Flanders NJ, LLC
 
Delaware
Cole CH/MG Ramsey NJ, LLC
 
Delaware
Cole CI Plano TX, LLC
 
Delaware
Cole CM Austin TX, LLC
 
Delaware
Cole CM Henderson NV, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole CN Rochester MN, LLC
 
Delaware
Cole CO Austin TX, LP
 
Delaware
Cole CO Hurst TX, LP
 
Delaware
Cole CO Pecan Park TX, LP
 
Delaware
Cole CP Alpharetta GA, LLC
 
Delaware
Cole CP Atlanta GA, LLC
 
Delaware
Cole CP Grapevine TX, LLC
 
Delaware
Cole CP Schaumburg IL, LLC
 
Delaware
Cole CP Scottsdale AZ, LLC
 
Delaware
Cole Credit Property Trust, Inc.
 
Delaware
Cole CT Bedford OH, LLC
 
Delaware
Cole CT Modesto CA, LP
 
Delaware
Cole CT Oklahoma City (Rockwell) OK, LLC
 
Delaware
Cole CT Oklahoma City (Western) OK, LLC
 
Delaware
Cole CU Arlington TX, LLC
 
Delaware
Cole CV Anderson SC, LLC
 
Delaware
Cole CV Athens GA, LLC
 
Delaware
Cole CV Auburndale FL, LLC
 
Delaware
Cole CV Bellevue OH, LLC
 
Delaware
Cole CV Boca Raton (Yamato) FL, LLC
 
Delaware
Cole CV Brazil IN, LLC
 
Delaware
Cole CV Brownsville TX, LLC
 
Delaware
Cole CV Cayce SC, LLC
 
Delaware
Cole CV Charlotte NC, LLC
 
Delaware
Cole CV Cherry Hill NJ, LLC
 
Delaware
Cole CV Chicago IL, LLC
 
Delaware
Cole CV City of Industry CA, LP
 
Delaware
Cole CV Dolton IL, LLC
 
Delaware
Cole CV Dover DE, LLC
 
Delaware
Cole CV Duncanville TX, LP
 
Delaware
Cole CV Eden NC, LLC
 
Delaware
Cole CV Edinburg TX, LLC
 
Delaware
Cole CV Edinburgh IN, LLC
 
Delaware
Cole CV Edison NJ, LLC
 
Delaware
Cole CV Evansville IN, LLC
 
Delaware
Cole CV Fredericksburg VA, LLC
 
Delaware
Cole CV Ft. Myers FL, LLC
 
Delaware
Cole CV Gainesville TX, LLC
 
Delaware
Cole CV Greenville SC, LLC
 
Delaware
Cole CV Gulf Breeze FL, LLC
 
Delaware
Cole CV Independence MO, LLC
 
Delaware
Cole CV Jacksonville FL, LLC
 
Delaware
Cole CV Kernersville NC, LLC
 
Delaware
Cole CV Lago Vista TX, LP
 
Delaware
Cole CV Lake Havasu AZ, LLC
 
Delaware
Cole CV Lake Wales FL, LLC
 
Delaware
Cole CV Lawrence KS, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole CV Lawrenceville GA, LLC
 
Delaware
Cole CV Lawrenceville NJ, LLC
 
Delaware
Cole CV Liberty MO, LLC
 
Delaware
Cole CV Lynchburg VA, LLC
 
Delaware
Cole CV Madison Heights VA, LLC
 
Delaware
Cole CV Madison NC, LLC
 
Delaware
Cole CV Meridianville AL, LLC
 
Delaware
Cole CV Mineola NY, LLC
 
Delaware
Cole CV Minneapolis MN, LLC
 
Delaware
Cole CV Moonville SC, LLC
 
Delaware
Cole CV Naples FL, LLC
 
Delaware
Cole CV New Port Richey FL, LLC
 
Delaware
Cole CV Noblesville IN, LLC
 
Delaware
Cole CV Oklahoma City OK, LLC
 
Delaware
Cole CV Sherman TX, LLC
 
Delaware
Cole CV Southaven (Goodman) MS, LLC
 
Delaware
Cole CV Southaven MS, LLC
 
Delaware
Cole CV Sparks NV, LLC
 
Delaware
Cole CV St. Augustine FL (Tuscan), LLC
 
Delaware
Cole CV The Village OK, LLC
 
Delaware
Cole CV Tipton IN, LLC
 
Delaware
Cole CV Titusville PA, LLC
 
Delaware
Cole CV Warren OH, LLC
 
Delaware
Cole CV Weaverville NC, LLC
 
Delaware
Cole CV Whiteville NC, LLC
 
Delaware
Cole CY Grand Prarie TX, LLC
 
Delaware
Cole DC Newark OH, LLC
 
Delaware
Cole DG Andalusia AL, LLC
 
Delaware
Cole DG Barnesville MN, LLC
 
Delaware
Cole DG Belen NM, LLC
 
Delaware
Cole DG Bremen AL, LLC
 
Delaware
Cole DG Broken Bow OK, LLC
 
Delaware
Cole DG Butler AL, LLC
 
Delaware
Cole DG Cade LA, LLC
 
Delaware
Cole DG Childersburg AL, LLC
 
Delaware
Cole DG Cullman (Hwy 157) AL, LLC
 
Delaware
Cole DG Cullman (Lincoln) AL, LLC
 
Delaware
Cole DG Eagle Rock MO, LLC
 
Delaware
Cole DG Edenton NC, LLC
 
Delaware
Cole DG Ely MN, LLC
 
Delaware
Cole DG Fairfield OH, LLC
 
Delaware
Cole DG Frisco City AL, LLC
 
Delaware
Cole DG Grambling LA, LLC
 
Delaware
Cole DG Hartselle AL, LLC
 
Delaware
Cole DG Headland AL, LLC
 
Delaware
Cole DG Hendersonville NC, LLC
 
Delaware
Cole DG Hicksville OH, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole DG Lake Charles LA, LLC
 
Delaware
Cole DG Lakeland FL, LLC
 
Delaware
Cole DG Lowell OH, LLC
 
Delaware
Cole DG Lubbock (FM 40) TX, LLC
 
Delaware
Cole DG Lyerly GA, LLC
 
Delaware
Cole DG Medaryville IN, LLC
 
Delaware
Cole DG Mobile (McVay) AL, LLC
 
Delaware
Cole DG Morganton NC, LLC
 
Delaware
Cole DG Mt. Vernon AL, LLC
 
Delaware
Cole DG Ohatchee AL, LLC
 
Delaware
Cole DG Orange TX, LLC
 
Delaware
Cole DG Pemberville OH, LLC
 
Delaware
Cole DG Phenix (Broad) AL, LLC
 
Delaware
Cole DG Phenix City AL, LLC
 
Delaware
Cole DG Pittsburg IL, LLC
 
Delaware
Cole DG Ponca City OK, LLC
 
Delaware
Cole DG Porter IN, LLC
 
Delaware
Cole DG Rensselaer IN, LLC
 
Delaware
Cole DG Richland IN, LLC
 
Delaware
Cole DG Richmond MN, LLC
 
Delaware
Cole DG Sandusky OH, LLC
 
Delaware
Cole DG Schneider IN, LLC
 
Delaware
Cole DG Shiloh GA, LLC
 
Delaware
Cole DG Sullivan City TX, LLC
 
Delaware
Cole DG Sylacauga AL, LLC
 
Delaware
Cole DG Tahlequah OK, LLC
 
Delaware
Cole DG Thibodaux LA, LLC
 
Delaware
Cole DG Thomaston GA, LLC
 
Delaware
Cole DG Toledo OH, LLC
 
Delaware
Cole DG Troy AL, LLC
 
Delaware
Cole DG Tyler TX, LLC
 
Delaware
Cole DG Vance AL, LLC
 
Delaware
Cole DG Vidor TX, LLC
 
Delaware
Cole DG Wagoner OK, LLC
 
Delaware
Cole DG West Plains MO, LLC
 
Delaware
Cole DG Windsor MO, LLC
 
Delaware
Cole DK Charleston SC, LLC
 
Delaware
Cole DK Fort Gratiot MI, LLC
 
Delaware
Cole DK Jackson TN, LLC
 
Delaware
Cole DK Moore OK, LLC
 
Delaware
Cole EK Hayes VA, LLC
 
Delaware
Cole EK Murfreesboro TN, LLC
 
Delaware
Cole EK Philadelphia PA, LLC
 
Delaware
Cole EK Spartanburg SC, LLC
 
Delaware
Cole EK Travelers Rest SC, LLC
 
Delaware
Cole FD Portfolio I, LLC
 
Delaware
Cole FD Portfolio II, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole FD Portfolio III, LLC
 
Delaware
Cole FD Portfolio IV, LLC
 
Delaware
Cole FD Portfolio VII, LLC
 
Delaware
Cole FD Portfolio VIII, LLC
 
Delaware
Cole FE Beekmantown NY, LLC
 
Delaware
Cole FE Bossier City LA, LLC
 
Delaware
Cole FE Dublin VA, LLC
 
Delaware
Cole FE Effingham IL, LLC
 
Delaware
Cole FE Lafayette IN, LLC
 
Delaware
Cole FE McComb MS, LLC
 
Delaware
Cole FE Northwood OH, LLC
 
Delaware
Cole FF Battle Creek MI, LLC
 
Delaware
Cole FL Moyock NC, LLC
 
Delaware
Cole FM Winston-Salem NC, LLC
 
Delaware
Cole FS Englewood CO, LLC
 
Delaware
Cole GC Akron OH, LLC
 
Delaware
Cole GC Bakersfield CA, LLC
 
Delaware
Cole GC Canton OH, LLC
 
Delaware
Cole GC Cincinnati OH, LLC
 
Delaware
Cole GC Clarksville IN, LLC
 
Delaware
Cole GC Cleveland OH, LLC
 
Delaware
Cole GC Dayton (Kingsridge) OH, LLC
 
Delaware
Cole GC Dayton (Miller) OH, LLC
 
Delaware
Cole GC Dayton OH, LLC
 
Delaware
Cole GC Elyria OH, LLC
 
Delaware
Cole GC Fairfield OH, LLC
 
Delaware
Cole GC Grove City OH, LLC
 
Delaware
Cole GC Independence MO, LLC
 
Delaware
Cole GC Louisville KY, LLC
 
Delaware
Cole GC Monroeville PA, LLC
 
Delaware
Cole GC Northfield OH, LLC
 
Delaware
Cole GC Ontario OH, LLC
 
Delaware
Cole GC Richmond IN, LLC
 
Delaware
Cole GC San Angelo TX, LLC
 
Delaware
Cole GC Spring TX, LLC
 
Delaware
Cole GC Springfield OH, LLC
 
Delaware
Cole GC Toledo OH, LLC
 
Delaware
Cole GE Columbus OH, LLC
 
Delaware
Cole GE Lancaster OH, LLC
 
Delaware
Cole GG Broken Arrow OK, LLC
 
Delaware
Cole GL Manistee MI, LLC
 
Delaware
Cole GM Houston TX, LP
 
Delaware
Cole GP CCPT I, LLC
 
Delaware
Cole GP CCPT III, LLC
 
Delaware
Cole GP CT Modesto CA, LLC
 
Delaware
Cole GP CV City of Industry CA, LLC
 
Delaware
Cole GP GM Houston TX, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole GP ID Riverside CA, LLC
 
Delaware
Cole GP LA Highland CA, LLC
 
Delaware
Cole GP MT Folsom CA, LLC
 
Delaware
Cole GP MT Merced CA, LLC
 
Delaware
Cole GP MT Napa CA, LLC
 
Delaware
Cole GP MT Redding CA, LLC
 
Delaware
Cole GP MT West Covina CA, LLC
 
Delaware
Cole GP MT Whittier CA, LLC
 
Delaware
Cole GP OF Oceanside CA, LLC
 
Delaware
Cole GP Texas City TX LO, LLC
 
Delaware
Cole GP TS Dixon CA, LLC
 
Delaware
Cole GP WG Lancaster CA, LLC
 
Delaware
Cole GR Stockbridge GA, LLC
 
Delaware
Cole GY Columbia SC, LLC
 
Delaware
Cole GY Corpus Christi TX, LLC
 
Delaware
Cole GY Cumming (Old Atlanta) GA, LLC
 
Delaware
Cole GY Cumming GA, LLC
 
Delaware
Cole HA Rural Hall NC, LLC
 
Delaware
Cole HC Augusta GA, LLC
 
Delaware
Cole HC Aurora IL, LLC
 
Delaware
Cole HC Casselberry FL, LLC
 
Delaware
Cole HC Creve Coeur MO, LLC
 
Delaware
Cole HC Douglasville GA, LLC
 
Delaware
Cole HC Ft. Wayne IN, LLC
 
Delaware
Cole HC Glendale Heights IL, LLC
 
Delaware
Cole HC Lawrenceville NJ, LLC
 
Delaware
Cole HC Mishawaka IN, LLC
 
Delaware
Cole HC New Lenox IL, LLC
 
Delaware
Cole HC Plainfield IL, LLC
 
Delaware
Cole HC Sanford FL, LLC
 
Delaware
Cole HC Willow Grove PA, LLC
 
Delaware
Cole HD Evans GA, LLC
 
Delaware
Cole HD San Diego CA, LP
 
Delaware
Cole HD Slidell LA, LLC
 
Delaware
Cole HD Tolleson AZ, LLC
 
Delaware
Cole HD Tucson AZ, LLC
 
Delaware
Cole HD Winchester VA II, LLC
 
Delaware
Cole HD Winchester VA, LLC
 
Delaware
Cole HG Cabot AR, LLC
 
Delaware
Cole HG Haskell AR, LLC
 
Delaware
Cole HG Hot Springs (Central) AR, LLC
 
Delaware
Cole HG Hot Springs AR, LLC
 
Delaware
Cole HG Inola OK, LLC
 
Delaware
Cole HG Poplar Bluff MO, LLC
 
Delaware
Cole HG Searcy AR, LLC
 
Delaware
Cole HG West Fork AR, LLC
 
Delaware
Cole HH Chesterfield MO, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole HH Joliet IL, LLC
 
Delaware
Cole HH Merrillville IN, LLC
 
Delaware
Cole HH North Charleston SC, LLC
 
Delaware
Cole HH North Fayette PA, LLC
 
Delaware
Cole HL Avon IN, LLC
 
Delaware
Cole HL Columbia TN, LLC
 
Delaware
Cole HL Concord NC, LLC
 
Delaware
Cole HL Logan UT, LLC
 
Delaware
Cole HN Buffalo NY, LLC
 
Delaware
Cole HT Durham NC, LLC
 
Delaware
Cole ID Charleston TN, LLC
 
Delaware
Cole ID Chattanooga TN, LLC
 
Delaware
Cole ID Milton PA, LLC
 
Delaware
Cole ID Riverside CA, LP
 
Delaware
Cole ID West Columbia SC, LLC
 
Delaware
Cole IG Katy TX, LLC
 
Delaware
Cole IO Belfast ME, LLC
 
Delaware
Cole IO Bethel ME, LLC
 
Delaware
Cole IO Boothbay Harbor ME, LLC
 
Delaware
Cole IO Caribou ME, LLC
 
Delaware
Cole IO Conway NH, LLC
 
Delaware
Cole IO Dover NH, LLC
 
Delaware
Cole IO Fort Kent ME, LLC
 
Delaware
Cole IO Kennebunk ME, LLC
 
Delaware
Cole IO Lincoln ME, LLC
 
Delaware
Cole IO Orono ME, LLC
 
Delaware
Cole IO Rochester NH, LLC
 
Delaware
Cole IO Rutland VT, LLC
 
Delaware
Cole IO Saco ME, LLC
 
Delaware
Cole IO Skowhegan ME, LLC
 
Delaware
Cole IO West Dummerston VT, LLC
 
Delaware
Cole IO Westminster VT, LLC
 
Delaware
Cole JO Shakopee MN, LLC
 
Delaware
Cole KG Sloan IA, LLC
 
Delaware
Cole KG Story City IA, LLC
 
Delaware
Cole KG Tipton IA, LLC
 
Delaware
Cole KG West Branch IA, LLC
 
Delaware
Cole KO Brownsville TX, LLC
 
Delaware
Cole KO Columbia SC, LLC
 
Delaware
Cole KO Fort Dodge IA, LLC
 
Delaware
Cole KO McAllen TX, LLC
 
Delaware
Cole KO Monroe MI, LLC
 
Delaware
Cole KO Monrovia CA, LP
 
Delaware
Cole KO Onalaska WI, LLC
 
Delaware
Cole KO Palm Coast FL, LLC
 
Delaware
Cole KO Rancho Cordova CA, LP
 
Delaware
Cole KO Rice Lake WI (JV), LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole KO Rice Lake WI, LLC
 
Delaware
Cole KO Saginaw MI, LLC
 
Delaware
Cole KO Salina KS, LLC
 
Delaware
Cole KO Spartanburg SC, LLC
 
Delaware
Cole KO Tavares FL, LLC
 
Delaware
Cole KR Wilmington NC, LLC
 
Delaware
Cole LA Avondale AZ, LLC
 
Delaware
Cole LA Broadview IL, LLC
 
Delaware
Cole LA Carmel IN, LLC
 
Delaware
Cole LA Dallas TX, LLC
 
Delaware
Cole LA Denton TX, LLC
 
Delaware
Cole LA Duncanville TX, LLC
 
Delaware
Cole LA Easton PA, LLC
 
Delaware
Cole LA Edmond OK, LLC
 
Delaware
Cole LA Glendale AZ, LLC
 
Delaware
Cole LA Highland CA, LP
 
Delaware
Cole LA Indianapolis IN, LLC
 
Delaware
Cole LA Marana AZ (JV), LLC
 
Delaware
Cole LA Oakdale MN, LLC
 
Delaware
Cole LA Oswego IL, LLC
 
Delaware
Cole LA Spring TX, LLC
 
Delaware
Cole LO Benton Harbor MI, LLC
 
Delaware
Cole LO Burlington IA, LLC
 
Delaware
Cole LO Columbia SC, LLC
 
Delaware
Cole LO Denver CO, LLC
 
Delaware
Cole LO Florence KY, LLC
 
Delaware
Cole LO Jonesboro AR, LLC
 
Delaware
Cole LO Kansas City MO, LLC
 
Delaware
Cole LO Miamisburg OH, LLC
 
Delaware
Cole LO Sanford ME, LLC
 
Delaware
Cole LO Texas City TX, LP
 
Delaware
Cole LO Ticonderoga NY, LLC
 
Delaware
Cole MD Waco TX, LLC
 
Delaware
Cole MezzCo CCPT I, LLC
 
Delaware
Cole MezzCo CCPT III, LLC
 
Delaware
Cole MF Fairview Heights IL, LLC
 
Delaware
Cole MF Garden City ID, LLC
 
Delaware
Cole MF Goshen IN, LLC
 
Delaware
Cole MF Melbourne FL, LLC
 
Delaware
Cole MG/OB Mt. Laurel NJ, LLC
 
Delaware
Cole MG/OB W. Windsor NJ, LLC
 
Delaware
Cole MI Lafayette LA, LLC
 
Delaware
Cole MIT Vero Beach FL, LLC
 
Delaware
Cole MM Saint Charles MO, LLC
 
Delaware
Cole MP PM Portfolio, LLC
 
Delaware
Cole MT Anderson SC, LLC
 
Delaware
Cole MT Aurora (Briarwood) CO, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole MT Bartlett IL, LLC
 
Delaware
Cole MT Bellview FL, LLC
 
Delaware
Cole MT Bethlehem GA (JV), LLC
 
Delaware
Cole MT Bismarck ND, LLC
 
Delaware
Cole MT Bowling Green OH, LLC
 
Delaware
Cole MT Brunswick GA, LLC
 
Delaware
Cole MT Burleson TX, LLC
 
Delaware
Cole MT Cedar Hill TX, LLC
 
Delaware
Cole MT Chandler (Festival) AZ, LLC
 
Delaware
Cole MT Chandler (Gateway) AZ, LLC
 
Delaware
Cole MT Chandler (Village) AZ, LLC
 
Delaware
Cole MT Chesterfield MI (JV), LLC
 
Delaware
Cole MT Chicago (Kingsbury) IL, LLC
 
Delaware
Cole MT Chicago IL, LLC
 
Delaware
Cole MT Cincinnati OH, LLC
 
Delaware
Cole MT Cleveland TN, LLC
 
Delaware
Cole MT Daytona Beach FL, LLC
 
Delaware
Cole MT East Point GA, LLC
 
Delaware
Cole MT Evans GA, LLC
 
Delaware
Cole MT Flagstaff AZ, LLC
 
Delaware
Cole MT Flowery Branch GA, LLC
 
Delaware
Cole MT Folsom CA, LP
 
Delaware
Cole MT Fort Myers FL, LLC
 
Delaware
Cole MT Fort Worth TX, LLC
 
Delaware
Cole MT Gainesville GA, LLC
 
Delaware
Cole MT Gilbert (San Tan) AZ, LLC
 
Delaware
Cole MT Greenville SC, LLC
 
Delaware
Cole MT Highland Ranch CO, LLC
 
Delaware
Cole MT Hixson TN, LLC
 
Delaware
Cole MT Homosassa FL, LLC
 
Delaware
Cole MT Houston TX, LLC
 
Delaware
Cole MT Humble TX, LLC
 
Delaware
Cole MT Huntsville AL, LLC
 
Delaware
Cole MT Kingman AZ, LLC
 
Delaware
Cole MT Kyle TX, LLC
 
Delaware
Cole MT Lake Charles LA, LLC
 
Delaware
Cole MT Lake Worth FL, LLC
 
Delaware
Cole MT Lakewood CO, LLC
 
Delaware
Cole MT Las Vegas NV, LLC
 
Delaware
Cole MT Lenexa KS, LLC
 
Delaware
Cole MT Lewis Center OH, LLC
 
Delaware
Cole MT Lubbock TX, LLC
 
Delaware
Cole MT Melrose Park IL, LLC
 
Delaware
Cole MT Merced CA, LP
 
Delaware
Cole MT Millsboro DE, LLC
 
Delaware
Cole MT Mishawaka IN, LLC
 
Delaware
Cole MT Monroe MI, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole MT Napa CA, LP
 
Delaware
Cole MT Northpoint (Cape Coral) FL, LLC
 
Delaware
Cole MT Northport AL, LLC
 
Delaware
Cole MT Northville MI, LLC
 
Delaware
Cole MT Oswego IL, LLC
 
Delaware
Cole MT Oxford AL, LLC
 
Delaware
Cole MT Pace FL, LLC
 
Delaware
Cole MT Panama City Beach FL, LLC
 
Delaware
Cole MT Parma OH, LLC
 
Delaware
Cole MT Pensacola (Cordova) FL, LLC
 
Delaware
Cole MT Pensacola (Tradewinds) FL, LLC
 
Delaware
Cole MT Port Arthur TX, LLC
 
Delaware
Cole MT Prescott AZ, LLC
 
Delaware
Cole MT Queen Creek AZ, LLC
 
Delaware
Cole MT Redding CA, LP
 
Delaware
Cole MT Reno NV, LLC
 
Delaware
Cole MT Richmond VA, LLC
 
Delaware
Cole MT Ringgold GA, LLC
 
Delaware
Cole MT Rogers MN, LLC
 
Delaware
Cole MT Roswell GA, LLC
 
Delaware
Cole MT San Marcos TX, LLC
 
Delaware
Cole MT Sherwood AR, LLC
 
Delaware
Cole MT South Bend IN, LLC
 
Delaware
Cole MT South Elgin IL (JV), LLC
 
Delaware
Cole MT Spring Hill FL, LLC
 
Delaware
Cole MT ST. Augustine FL, LLC
 
Delaware
Cole MT Sunset Valley TX, LLC
 
Delaware
Cole MT Tucson AZ, LLC
 
Delaware
Cole MT Uniontown PA, LLC
 
Delaware
Cole MT Utica MI, LLC
 
Delaware
Cole MT Vero Beach FL, LLC
 
Delaware
Cole MT Virginia Beach VA, LLC
 
Delaware
Cole MT Wake Forest NC, LLC
 
Delaware
Cole MT Warner Robins GA, LLC
 
Delaware
Cole MT Waterbury CT, LLC
 
Delaware
Cole MT Wauwatosa WI, LLC
 
Delaware
Cole MT West Covina CA, LP
 
Delaware
Cole MT Whittier CA, LP
 
Delaware
Cole MT Winchester VA, LLC
 
Delaware
Cole MT Woodstock GA, LLC
 
Delaware
Cole NB Nashville TN, LLC
 
Delaware
Cole NG Salem OR, LLC
 
Delaware
Cole NT Ocala FL, LLC
 
Delaware
Cole OB Alpharetta GA, LLC
 
Delaware
Cole OB Auburn Hills MI, LLC
 
Delaware
Cole OB Buford GA, LLC
 
Delaware
Cole OB Burleson TX, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole OB College Station TX, LLC
 
Delaware
Cole OB Columbus OH, LLC
 
Delaware
Cole OB Concord Mills NC, LLC
 
Delaware
Cole OB Denton TX, LLC
 
Delaware
Cole OB DeSoto TX, LLC
 
Delaware
Cole OB Ft. Worth TX, LLC
 
Delaware
Cole OB Garland TX, LLC
 
Delaware
Cole OB Kansas City MO, LLC
 
Delaware
Cole OB Lee's Summit MO, LLC
 
Delaware
Cole OB Lubbock TX, LLC
 
Delaware
Cole OB Mesa AZ, LLC
 
Delaware
Cole OB Naperville IL, LLC
 
Delaware
Cole OB Novi MI, LLc
 
Delaware
Cole OB Oklahoma City OK, LLC
 
Delaware
Cole OB Peoria AZ, LLC
 
Delaware
Cole OB Rockwall TX, LLC
 
Delaware
Cole OB Rogers AR, LLC
 
Delaware
Cole OB Tulsa OK, LLC
 
Delaware
Cole OB W. Springfield MA, LLC
 
Delaware
Cole OB Woodbridge VA, LLC
 
Delaware
Cole OD Alvin TX, LLC
 
Delaware
Cole OD Corsicana TX, LLC
 
Delaware
Cole OD Mobile AL, LLC
 
Delaware
Cole OF Atlanta (JV), LLC
 
Delaware
Cole OF Bedford MA, LLC
 
Delaware
Cole OF Bradenton FL, LLC
 
Delaware
Cole OF Duluth GA, LLC
 
Delaware
Cole OF Glenview IL, LLC
 
Delaware
Cole OF Grand Rapids MI, LLC
 
Delaware
Cole OF Hopewell Township NJ, LLC
 
Delaware
Cole OF Kennesaw GA, LLC
 
Delaware
Cole OF Lincoln NE, LLC
 
Delaware
Cole OF Lincolnshire IL, LLC
 
Delaware
Cole OF Nashville TN, LLC
 
Delaware
Cole OF Oceanside CA, LP
 
Delaware
Cole OF Oklahoma City OK, LLC
 
Delaware
Cole OF Parsippany NJ, LLC
 
Delaware
Cole OF Phoenix AZ II, LLC
 
Delaware
Cole OF Phoenix AZ, LLC
 
Delaware
Cole OF Plano (Legacy) TX, LLC
 
Delaware
Cole OF Plano TX, LLC
 
Delaware
Cole OF Pleasanton CA (JV), LLC
 
Delaware
Cole OF Urbana MD, LLC
 
Delaware
Cole OFC Baton Rouge LA, LLC
 
Delaware
Cole OFC Omaha NE, LLC
 
Delaware
Cole Operating Partnership I, LP
 
Delaware
Cole OR Breaux Bridge LA, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole OR Central LA, LLC
 
Delaware
Cole OR Christiansburg VA, LLC
 
Delaware
Cole OR Highlands TX, LLC
 
Delaware
Cole OR Houston TX, LLC
 
Delaware
Cole OR Laplace LA, LLC
 
Delaware
Cole OR Louisville KY, LLC
 
Delaware
Cole OR New Roads LA, LLC
 
Delaware
Cole OR Ravenna OH, LLC
 
Delaware
Cole OR San Antonio TX, LLC
 
Delaware
Cole OR Willard OH, LLC
 
Delaware
Cole OU Portfolio, LLC
 
Delaware
Cole PC Dardenne Prairie MO, LLC
 
Delaware
Cole PI Victoria TX, LLC
 
Delaware
Cole PLS Portfolio, LLC
 
Delaware
Cole PM Bellingham WA, LLC
 
Delaware
Cole PM Parma OH, LLC
 
Delaware
Cole PM Phoenix AZ, LLC
 
Delaware
Cole PX Mountain Brook AL, LLC
 
Delaware
Cole RA Bangor ME, LLC
 
Delaware
Cole RA Buxton ME II, LLC
 
Delaware
Cole RA Cheektowaga NY, LLC
 
Delaware
Cole RA Memphis TN, LLC
 
Delaware
Cole RA St. Mary's OH, LLC
 
Delaware
Cole RA Warren OH, LLC
 
Delaware
Cole RA Wheelersburg OH, LLC
 
Delaware
Cole RD Winnebago IL, LLC
 
Delaware
Cole Realty Advisors, LLC
 
Delaware
Cole REIT Advisors III, LLC
 
Delaware
Cole REIT Advisors IV, LLC
 
Delaware
Cole REIT Advisors V, LLC
 
Delaware
Cole REIT Advisors VI, LLC
 
Delaware
Cole REIT Advisors VII, LLC
 
Delaware
Cole REIT Advisors, LLC
 
Delaware
Cole REIT III Operating Partnership, LP
 
Delaware
Cole RT Atlanta GA, LLC
 
Delaware
Cole RT Belleview FL, LLC
 
Delaware
Cole RT Bessemer AL, LLC
 
Delaware
Cole RT Denton TX, LLC
 
Delaware
Cole RT Houston (Kuykendahl) TX, LLC
 
Delaware
Cole RT Houston TX, LLC
 
Delaware
Cole RT Jacksonville FL, LLC
 
Delaware
Cole RT Leesburg FL, LLC
 
Delaware
Cole RT Mobile AL, LLC
 
Delaware
Cole SC Colorado Springs CO, LLC
 
Delaware
Cole SC Douglasville GA, LLC
 
Delaware
Cole SH L'Anse MI, LLC
 
Delaware
Cole Springing Member, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole SR Centennial CO, LLC
 
Delaware
Cole SS Stamford CT, LLC
 
Delaware
Cole ST Helena MT, LLC
 
Delaware
Cole ST Houston TX, LLC
 
Delaware
Cole ST Pensacola FL, LLC
 
Delaware
Cole SU Merritt Island (1760 Merritt) FL, LLC
 
Delaware
Cole SW Angola IN, LLC
 
Delaware
Cole SW Ashtabula OH, LLC
 
Delaware
Cole SW Boardman OH, LLC
 
Delaware
Cole SW Muskegon MI, LLC
 
Delaware
Cole TH Bloomington IL, LLC
 
Delaware
Cole TH Clarksville IN, LLC
 
Delaware
Cole TH Ediburgh IN, LLC
 
Delaware
Cole TH Edinburgh IN, LLC
 
Delaware
Cole TH Evansville (Rosenberger) IN, LLC
 
Delaware
Cole TH Evansville IN, LLC
 
Delaware
Cole TH Franklin Park IL, LLC
 
Delaware
Cole TH Galloway OH, LLC
 
Delaware
Cole TH Henderson (Green) KY, LLC
 
Delaware
Cole TH Henderson KY, LLC
 
Delaware
Cole TH Jeffersonville IN, LLC
 
Delaware
Cole TH Joliet IL, LLC
 
Delaware
Cole TH Louisville KY, LLC
 
Delaware
Cole TH Oaklawn IL, LLC
 
Delaware
Cole TH Ottawa IL, LLC
 
Delaware
Cole TH Plainfield IL, LLC
 
Delaware
Cole TH Roselle IL, LLC
 
Delaware
Cole TH Shelbyville KY, LLC
 
Delaware
Cole TH South Elgin IL, LLC
 
Delaware
Cole TH Springfield IL, LLC
 
Delaware
Cole TH Summit IL, LLC
 
Delaware
Cole TH Terre Haute IN, LLC
 
Delaware
Cole TH Waukegan IL, LLC
 
Delaware
Cole TH Westmont IL, LLC
 
Delaware
Cole TK Auburndale FL, LLC
 
Delaware
Cole TP Portfolio (JV), LLC
 
Delaware
Cole TR Lexington KY, LLC
 
Delaware
Cole TR Sarasota FL, LLC
 
Delaware
Cole TS Alamagordo NM, LLC
 
Delaware
Cole TS Alton IL, LLC
 
Delaware
Cole TS Auburn CA, LLC
 
Delaware
Cole TS Augusta ME, LLC
 
Delaware
Cole TS Bainbridge GA, LLC
 
Delaware
Cole TS Ballinger TX, LLC
 
Delaware
Cole TS Belchertown MA, LLC
 
Delaware
Cole TS Chickasha OK, LLC
 
Delaware
Cole TS Columbia SC, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole TS Del Rio TX, LLC
 
Delaware
Cole TS Dixon CA, LP
 
Delaware
Cole TS Edinburg TX, LLC
 
Delaware
Cole TS Franklin NC, LLC
 
Delaware
Cole TS Gibsonia PA, LLC
 
Delaware
Cole TS Glasgow KY, LLC
 
Delaware
Cole TS Glenpool OK, LLC
 
Delaware
Cole TS Gloucester NJ, LLC
 
Delaware
Cole TS Hamilton OH, LLC
 
Delaware
Cole TS Irmo SC, LLC
 
Delaware
Cole TS Jackson CA, LLC
 
Delaware
Cole TS Jefferson City MO, LLC
 
Delaware
Cole TS Jonesville MI, LLC
 
Delaware
Cole TS Kenedy TX, LLC
 
Delaware
Cole TS Lawrence KS, LLC
 
Delaware
Cole TS Little Rock AR, LLC
 
Delaware
Cole TS Macedon NY Holdings, LLC
 
Delaware
Cole TS Macedon NY, LLC
 
Delaware
Cole TS Middletown DE, LLC
 
Delaware
Cole TS Mishawaka IN, LLC
 
Delaware
Cole TS Murphy NC, LLC
 
Delaware
Cole TS Nixa MO, LLC
 
Delaware
Cole TS Paducah KY, LLC
 
Delaware
Cole TS Pearsall TX, LLC
 
Delaware
Cole TS Rincon GA, LLC
 
Delaware
Cole TS Roswell NM, LLC
 
Delaware
Cole TS Sedalia MO, LLC
 
Delaware
Cole TS Sellersburg IN, LLC
 
Delaware
Cole TS Southwick MA, LLC
 
Delaware
Cole TS St. John IN, LLC
 
Delaware
Cole TS Stillwater OK, LLC
 
Delaware
Cole TS Summerdale AL, LLC
 
Delaware
Cole TS Topeka KS, LLC
 
Delaware
Cole TS Troy MO, LLC
 
Delaware
Cole TS Tuscaloosa AL, LLC
 
Delaware
Cole TS Union MO, LLC
 
Delaware
Cole TS Wauseon OH, LLC
 
Delaware
Cole TS Woodstock VA, LLC
 
Delaware
Cole TT Austin TX, LLC
 
Delaware
Cole TT Downingtown PA, LLC
 
Delaware
Cole TY Coral Springs FL, LLC
 
Delaware
Cole UB Fayetteville NC, LLC
 
Delaware
Cole UL Fort Gratiot MI, LLC
 
Delaware
Cole UL Jackson TN, LLC
 
Delaware
Cole UL Jonesboro AR, LLC
 
Delaware
Cole VG Atlanta GA, LLC
 
Delaware
Cole VL San Marcos TX, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole VS Brady TX, LLC
 
Delaware
Cole VS Brownsville (Anacua) TX, LLC
 
Delaware
Cole VS Carrizo Springs TX, LLC
 
Delaware
Cole VS Corpus Christi (Everhart) TX, LLC
 
Delaware
Cole VS Corpus Christi (Padre Island) TX, LLC
 
Delaware
Cole VS Corpus Christi TX, LLC
 
Delaware
Cole VS Eagle Pass TX, LLC
 
Delaware
Cole VS Edinburg (Highway 107) TX, LLC
 
Delaware
Cole VS Edinburg (Raul Longoria) TX, LLC
 
Delaware
Cole VS Edinburg TX, LLC
 
Delaware
Cole VS Fort Stockton TX, LLC
 
Delaware
Cole VS Haskell TX, LLC
 
Delaware
Cole VS Houston TX, LLC
 
Delaware
Cole VS La Feria TX, LLC
 
Delaware
Cole VS Laredo (La Pita Mangana) TX, LLC
 
Delaware
Cole VS Laredo TX, LLC
 
Delaware
Cole VS Midland (Rankin) TX, LLC
 
Delaware
Cole VS Mission (Highway 83) TX, LLC
 
Delaware
Cole VS Odessa (Kermit) TX, LLC
 
Delaware
Cole VS Odessa TX, LLC
 
Delaware
Cole VS Palmhurst TX, LLC
 
Delaware
Cole VS Pharr TX, LLC
 
Delaware
Cole VS Portales NM, LLC
 
Delaware
Cole VS Rio Hondo TX, LLC
 
Delaware
Cole VS San Angelo (Sherwood) TX, LLC
 
Delaware
Cole VS San Angelo TX, LLC
 
Delaware
Cole VS San Benito TX, LLC
 
Delaware
Cole WE Anchorage AK, LLC
 
Delaware
Cole WE Ft. Lauderdale FL, LLC
 
Delaware
Cole WE Harrison Township MI, LLC
 
Delaware
Cole WF Hillsboro OR (JV), LLC
 
Delaware
Cole WF Hinsdale IL, LLC
 
Delaware
Cole WG Albuquerque (101 Coors) NM, LLC
 
Delaware
Cole WG Anthony TX, LLC
 
Delaware
Cole WG Appleton (Northland Avenue) WI, LLC
 
Delaware
Cole WG Appleton WI, LLC
 
Delaware
Cole WG Augusta ME, LLC
 
Delaware
Cole WG Bartlett (St. Elmo) TN, LLC
 
Delaware
Cole WG Baytown TX, LLC
 
Delaware
Cole WG Beloit WI, LLC
 
Delaware
Cole WG Birmingham AL, LLC
 
Delaware
Cole WG Boulder CO, LLC
 
Delaware
Cole WG Brooklyn Park MD, LLC
 
Delaware
Cole WG Brownwood TX, LLC
 
Delaware
Cole WG Cahokia IL, LLC
 
Delaware
Cole WG Cape Carteret NC, LLC
 
Delaware
Cole WG Chicago (N. Canfield) IL, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole WG Chicago (W. 79th Street) IL, LLC
 
Delaware
Cole WG Chickasha OK, LLC
 
Delaware
Cole WG Clarkston MI, LLC
 
Delaware
Cole WG Cleveland (Clark) OH, LLC
 
Delaware
Cole WG Cleveland OH, LLC
 
Delaware
Cole WG Columbus (New Albany) OH, LLC
 
Delaware
Cole WG Country Club Hills MO, LLC
 
Delaware
Cole WG Decatur GA, LLC
 
Delaware
Cole WG Denton TX, LLC
 
Delaware
Cole WG Dubuque IA, LLC
 
Delaware
Cole WG Durham (Highway 54) NC, LLC
 
Delaware
Cole WG Durham NC, LLC
 
Delaware
Cole WG Edmond OK, LLC
 
Delaware
Cole WG Fayetteville NC, LLC
 
Delaware
Cole WG Fort Mill SC, LLC
 
Delaware
Cole WG Framingham MA, LLC
 
Delaware
Cole WG Fredericksburg VA, LLC
 
Delaware
Cole WG Goose Creek SC, LLC
 
Delaware
Cole WG Grand Junction CO, LLC
 
Delaware
Cole WG Grayson GA, LLC
 
Delaware
Cole WG Greenville NC, LLC
 
Delaware
Cole WG Houston TX, LLC
 
Delaware
Cole WG Houston TX, LP
 
Delaware
Cole WG Independence MO, LLC
 
Delaware
Cole WG Indianapolis IN, LLC
 
Delaware
Cole WG Janesville (West Court) WI, LLC
 
Delaware
Cole WG Janesville WI, LLC
 
Delaware
Cole WG Kingman AZ, LLC
 
Delaware
Cole WG LaCrosse WI, LLC
 
Delaware
Cole WG Lafayette IN, LLC
 
Delaware
Cole WG Lancaster CA, LP
 
Delaware
Cole WG Lancaster SC, LLC
 
Delaware
Cole WG Laurinburg NC, LLC
 
Delaware
Cole WG Lawrence KS, LLC
 
Delaware
Cole WG Leland NC, LLC
 
Delaware
Cole WG Liberty Township OH, LLC
 
Delaware
Cole WG Lockport NY, LLC
 
Delaware
Cole WG Loves Park IL, LLC
 
Delaware
Cole WG Machesney Park IL, LLC
 
Delaware
Cole WG Madisonville KY, LLC
 
Delaware
Cole WG Matteson IL, LLC
 
Delaware
Cole WG Medina OH, LLC
 
Delaware
Cole WG Muscatine IA, LLC
 
Delaware
Cole WG North Mankato MN, LLC
 
Delaware
Cole WG North Platte NE, LLC
 
Delaware
Cole WG Omaha NE, LLC
 
Delaware
Cole WG Papillion NE, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
Cole WG Pueblo CO, LLC
 
Delaware
Cole WG Roanoke VA, LLC
 
Delaware
Cole WG Rocky Mount NC, LLC
 
Delaware
Cole WG South Bend (Ironwood) IN, LLC
 
Delaware
Cole WG South Bend IN, LLC
 
Delaware
Cole WG South Elgin IL, LLC
 
Delaware
Cole WG South Yale Avenue (Tulsa) OK, LLC
 
Delaware
Cole WG Spearfish SD, LLC
 
Delaware
Cole WG Springdale AR, LLC
 
Delaware
Cole WG St. Charles IL, LLC
 
Delaware
Cole WG Stillwater OK, LLC
 
Delaware
Cole WG Tucson (Harrison) AZ, LLC
 
Delaware
Cole WG Tucson AZ, LLC
 
Delaware
Cole WG Twin Falls ID, LLC
 
Delaware
Cole WG Union City GA, LLC
 
Delaware
Cole WG Warner Robins GA, LLC
 
Delaware
Cole WG Watertown NY, LLC
 
Delaware
Cole WG Wichita KS, LLC
 
Delaware
Cole WG Wilmington NC, LLC
 
Delaware
Cole WG Xenia OH, LLC
 
Delaware
Cole WM Albuquerque NM. LLC
 
Delaware
Cole WM Cary NC, LLC
 
Delaware
Cole WM Douglasville GA, LLC
 
Delaware
Cole WM Lancaster SC, LLC
 
Delaware
Cole WM Oneida TN, LLC
 
Delaware
Cole WM Pueblo CO, LLC
 
Delaware
Cole WM Valdosta GA, LLC
 
Delaware
Cole WW Gap PA, LLC
 
Delaware
Cole WW Portsmouth VA, LLC
 
Delaware
Cole WY Portfolio IN I, LLC
 
Delaware
Cole WY Portfolio IN II, LLC
 
Delaware
Cole WY Portfolio NV, LLC
 
Delaware
Cole WY Portfolio TX, LLC
 
Delaware
Cole WY Portfolio WA, LLC
 
Delaware
Cole XP Schaumburg IL, LLC
 
Delaware
Cole/Faison JV Bethlehem GA, LLC
 
Delaware
Cole/MacFarlan JV Atlanta GA, LLC
 
Delaware
Cole/NFR JV Hillsboro OR, LLC
 
Delaware
Cole/Waterside Chesterfield MI, LLC
 
Delaware
Columbia Pike I, LLC
 
Delaware
Columbus Giant II LLC
 
Delaware
Commercial Mortgage Lease-Backed Securities LLC
 
Delaware
CREI Advisors, LLC
 
Arizona
CRI REIT I, LLC
 
Delaware
Diamond Real Estate, LLC
 
Delaware
DRE Holdings, LLC
 
Delaware
EFA Asset Management, LLC
 
Delaware



Name
 
Jurisdiction of Formation/ Incorporation
EFA Investments, LLC
 
Delaware
Equity Fund Advisors, Inc.
 
Delaware
Equity Fund Advisors, Inc. 401(k) Plan
 
Delaware
EVA LLC
 
Delaware
Fairlane Allen Park MI, LLC
 
Delaware
Glynn Isles GA, LLC
 
Delaware
KDC Busch Boulevard LLC
 
Delaware
MC South Elgin, LLC
 
Delaware
MT Saginaw MI (East), LLC
 
Delaware
MT Saginaw MI, LLC
 
Delaware
PREFCO Fifteen Limited Partnership
 
Delaware
PREFCO II GP LLC
 
Connecticut
PREFCO Nineteen Limited Partnership
 
Connecticut
PREFCO Quinze LLC
 
Connecticut
SS Cranston RI, LLC
 
Delaware




Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 30, 2015, with respect to the consolidated financial statements, schedules and internal control over financial reporting included in the Annual Report of American Realty Capital Properties, Inc. on Form 10-K for the year ended December 31, 2014. We hereby consent to the incorporation by reference of said reports in the Registration Statements of American Realty Capital Properties, Inc. on Forms S-8 (File No. 333-176714 and File No. 333-192587).

/s/ GRANT THORNTON LLP

Phoenix, Arizona
March 30, 2015



Exhibit 31.1




AMERICAN REALTY CAPITAL PROPERTIES, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William G. Stanley, certify that:
1.
I have reviewed this Annual Report on Form 10-K of American Realty Capital Properties, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
March 30, 2015
/s/ William G. Stanley
 
 
William G. Stanley
 
 
Interim Chief Executive Officer and
 
 
Interim Chairman of the Board of Directors
(Principal Executive Officer and Director)


Exhibit 31.2



AMERICAN REALTY CAPITAL PROPERTIES, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Sodo, certify that:
1.
I have reviewed this Annual Report on Form 10-K of American Realty Capital Properties, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
March 30, 2015
/s/ Michael J. Sodo
 
 
Michael J. Sodo
Executive Vice President, Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)



Exhibit 31.3


ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William G. Stanley, certify that:
1.
I have reviewed this Annual Report on Form 10-K of ARC Properties Operating Partnership, L.P.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
March 30, 2015
/s/ William G. Stanley
 
 
William G. Stanley
 
 
Interim Chief Executive Officer and
 
 
Interim Chairman of the Board of Directors
(Principal Executive Officer and Director)




Exhibit 31.4

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Sodo, certify that:
1.
I have reviewed this Annual Report on Form 10-K of ARC Properties Operating Partnership, L.P.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
March 30, 2015
/s/ Michael J. Sodo
 
 
Michael J. Sodo
Executive Vice President, Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)




Exhibit 32.1

AMERICAN REALTY CAPITAL PROPERTIES, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of American Realty Capital Properties, Inc. (the “Company”) for the year ended December 31, 2014 (the “Report”), I, William G. Stanley, Interim Chief Executive Officer and Interim Chairman of the Board of Directors of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
March 30, 2015
/s/ William G. Stanley
 
 
William G. Stanley
 
 
Interim Chief Executive Officer and
 
 
Interim Chairman of the Board of Directors
(Principal Executive Officer and Director)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



Exhibit 32.2

AMERICAN REALTY CAPITAL PROPERTIES, INC.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of American Realty Capital Properties, Inc. (the “Company”) for the year ended December 31, 2014 (the “Report”), I, Michael J. Sodo, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
March 30, 2015
/s/ Michael J. Sodo
 
 
Michael J. Sodo
Executive Vice President, Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



Exhibit 32.3

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of ARC Properties Operating Partnership, L.P. (the “Company”) for the year ended December 31, 2014 (the “Report”), I, William G. Stanley, Interim Chief Executive Officer and Interim Chairman of the Board of Directors of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
March 30, 2015
/s/ William G. Stanley
 
 
William G. Stanley
 
 
Interim Chief Executive Officer and
 
 
Interim Chairman of the Board of Directors
(Principal Executive Officer and Director)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



Exhibit 32.4

ARC PROPERTIES OPERATING PARTNERSHIP, L.P.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of ARC Properties Operating Partnership, L.P. (the “Company”) for the year ended December 31, 2014 (the “Report”), I, Michael J. Sodo, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
March 30, 2015
/s/ Michael J. Sodo
 
 
Michael J. Sodo
Executive Vice President, Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.