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, 2015
 
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________

Commission file numbers: 001-35263 and 333-197780
VEREIT, Inc.
VEREIT Operating Partnership, L.P.
(Exact name of registrant as specified in its charter)
Maryland (VEREIT, Inc.)
 
45-2482685
Delaware (VEREIT 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 (VEREIT, Inc.)
New York Stock Exchange
6.70% Series F Cumulative Redeemable Preferred Stock, $0.01 par value per share (VEREIT, Inc.)
New York Stock Exchange
 
 
 
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.
VEREIT, Inc. Yes o No x VEREIT 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.
VEREIT, Inc. Yes o No x VEREIT 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. VEREIT, Inc. Yes x No o VEREIT 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). VEREIT, Inc. Yes x No o VEREIT 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.
VEREIT, Inc.
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
VEREIT 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).
VEREIT, Inc. Yes o No x VEREIT Operating Partnership, L.P. Yes o No x


The aggregate market value of voting and non-voting common stock held by non-affiliates of VEREIT, Inc. as of June 30, 2015 was approximately $7.3 billion based on the closing sale price for VEREIT, Inc.’s common stock on that day as reported by the NASDAQ Global Select Market, which was the securities exchange on which VEREIT Inc.’s shares of common stock traded prior to the transfer of listing to the New York Stock Exchange on July 31, 2015. Such value excludes common stock held by executive officers and directors.
There were 904,812,996 shares of common stock of VEREIT, Inc. outstanding as of February 19, 2016.
There is no public trading market for the common units of VEREIT Operating Partnership, L.P. As a result, the aggregate market value of the common units held by non-affiliates of VEREIT Operating Partnership, L.P. cannot be determined.

DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of VEREIT, Inc.’s Definitive Proxy Statement for its 2016 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Annual Report on Form 10-K. Other than those portions of the Proxy Statement specifically incorporated by reference pursuant to Items 10 through 14 of Part III hereof, no other portions of the Proxy Statement shall be deemed so incorporated.


EXPLANATORY NOTE

This report combines the Annual Reports on Form 10-K for the year ended December 31, 2015 of VEREIT, Inc., a Maryland corporation, and VEREIT Operating Partnership, L.P., a Delaware limited partnership, of which VEREIT, Inc. is the sole general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” the “Company” or the “General Partner” mean VEREIT, Inc. together with its consolidated subsidiaries, including VEREIT Operating Partnership, L.P., and all references to the “Operating Partnership” or “OP” mean VEREIT Operating Partnership, L.P. together with its consolidated subsidiaries.
As the sole general partner of VEREIT Operating Partnership, L.P., VEREIT, Inc. has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control.
We believe combining the Annual Reports on Form 10-K of VEREIT, Inc. and VEREIT Operating Partnership, L.P. into this single report results in the following benefits:
•
enhancing investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
•
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this report. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how we operate as an interrelated consolidated company. VEREIT, Inc. is a real estate investment trust whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, VEREIT, Inc. does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries. VEREIT, Inc. itself does not issue any indebtedness but guarantees the unsecured debt of the Operating Partnership and certain of its subsidiaries, as disclosed in this report. The Operating Partnership holds substantially all of the assets of the Company and holds the ownership interests in the Company’s joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by VEREIT, Inc., which are generally contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units. To help investors understand the significant differences between VEREIT, Inc. and the Operating Partnership, there are separate sections in this report, as applicable, that separately discuss VEREIT, Inc. and the Operating Partnership, including the consolidated financial statements and certain notes to the consolidated financial statements as well as separate Exhibit 31 and Exhibit 32 certifications. As general partner with control of the Operating Partnership, VEREIT, Inc. consolidates the Operating Partnership for financial reporting purposes. Therefore, the assets and liabilities of VEREIT, Inc. and VEREIT Operating Partnership, L.P. are the same on their respective consolidated financial statements. The separate discussions of VEREIT, Inc. and VEREIT Operating Partnership, L.P. in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.


VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
For the fiscal year ended December 31, 2015

 
Page

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Table of Contents

Forward-Looking Statements
This Annual Report on Form 10-K includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act) that reflect our expectations and projections about our future results, performance, prospects and opportunities. We have attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could” or similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. We do not undertake publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required to satisfy our obligations under federal securities law. Capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to those terms in the “Index to Consolidated Financial Statements,” including the notes to the consolidated financial statements contained therein.
The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:
•
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
•
We are subject to risks associated with tenant, geographic and industry concentrations with respect to our properties.
•
Our properties, goodwill and intangible assets and other assets may be subject to impairment charges.
•
We could be subject to unexpected costs or unexpected liabilities that may arise from potential dispositions and may be unable to dispose of properties on advantageous terms.
•
We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we may be unable to acquire, dispose of, or lease properties on advantageous terms.
•
We could be subject to risks associated with bankruptcies or insolvencies of tenants or from tenant defaults generally.
•
We may be affected by risks associated with pending government investigations relating to the findings of the Audit Committee Investigation (defined below) and related litigation.
•
We have substantial indebtedness, which may affect our ability to pay dividends, and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.
•
Our overall borrowing and operating flexibility may be adversely affected by the terms and restrictions within the indenture governing the Senior Notes and the Credit Facility (defined below).
•
Our access to capital and terms of future financings may be affected by adverse changes to our credit rating and current 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.
•
We may not be able to achieve and maintain profitability.
•
We may not generate cash flows sufficient to pay our dividends to stockholders or meet our debt service obligations.
•
We may be affected by risks resulting from losses in excess of insured limits.
•
We may fail to remain qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.
•
We may be unable to fully reestablish the financial network which previously supported Cole Capital ® and its Managed REITs (defined below) and/or regain the prior level of transaction and capital raising volume of Cole Capital.
•
Our Cole Capital operations are subject to extensive governmental regulation.
•
We are subject to conflicts of interest relating to Cole Capital’s investment management business.
•
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. Risk Factors within this Annual Report on Form 10-K.

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Table of Contents

We use certain defined terms throughout this Annual Report on Form 10-K that have the following meanings:
When we refer to “annualized rental income,” we mean the rental revenue under our leases on operating properties 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, and excludes any contingent rent, such as percentage rent.
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 a “direct financing lease,” we mean a lease that requires specific treatment due to the significance of the lease payments from the inception of the lease compared to the fair value of the property, term of the lease, a transfer of ownership, or a bargain purchase option. These leases are recorded as a net asset on the balance sheet. The amount booked is calculated as 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.
When we refer to properties that are net leased on a “long term” basis, we mean properties with remaining primary lease terms of generally seven to 10 years or longer on average, depending on property type.
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 pay all expenses associated with the property ( e.g. , real estate taxes, insurance, maintenance and repairs). Double net leases typically require the tenant pay all operating expenses associated with the property ( e.g. , real estate taxes, insurance and maintenance), but excludes some or all major repairs ( e.g. , roof, structure and parking lot). 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.




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Table of Contents

PART I
Item 1. Business.
Overview
We are a full-service real estate operating company that operates through two business segments, our real estate investment (“REI”) segment and our investment management segment, Cole Capital, as further discussed in “ Note 4 – Segment Reporting ” to our consolidated financial statements. Through our REI segment, we own and actively manage a diversified portfolio of 4,435 retail, restaurant, office and industrial real estate properties with an aggregate of 99.6 million square feet, of which 98.6% was leased as of December 31, 2015 , with a weighted-average remaining lease term of 10.6 years. Through our Cole Capital segment, we are responsible for raising capital for and managing the affairs of certain non-traded real estate investment trusts (the “Managed REITs”) on a day-to-day basis, identifying and making acquisitions and investments on behalf of the Managed REITs, and recommending to the respective board of directors of each of the Managed REITs an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for performing these services.
Substantially all of the REI segment’s operations are conducted through the Operating Partnership. VEREIT, Inc. is the sole general partner and holder of 97.4% of the common partnership interests in the Operating Partnership (the “OP Units”) as of December 31, 2015 with the remaining 2.6% of the OP Units owned by certain non-affiliated investors and certain former directors, officers and employees of the Former Manager (defined below). Substantially all of the Cole Capital segment’s operations are conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the Operating Partnership. 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 were externally managed by ARC Properties Advisors, LLC (the “Former Manager”) on a day-to-day basis, with the exception of certain acquisition, accounting and portfolio management activities which were performed by our employees. In August 2013, our board of directors (the “Board of Directors” or the “Board”) determined that it was in our best interests to become self-managed, and we completed our transition to self-management on January 8, 2014. Through strategic mergers and acquisitions discussed in “ Note 3 – Mergers with Real Estate Businesses ,” the Company has grown significantly since incorporation.
VEREIT, Inc. was incorporated in the State of Maryland on December 2, 2010 and has elected to be treated as a REIT for U.S. federal income tax purposes. The Operating Partnership was incorporated in the State of Delaware on January 13, 2011. We operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). VEREIT, Inc.’s shares of common stock and 6.70% Series F Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) trade on the New York Stock Exchange (the “NYSE”) under the trading symbols “VER” and “VER PRF,” respectively.
2015 Developments
Restatement and Remediation
As previously disclosed, on March 2, 2015, VEREIT, Inc. restated its consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the interim periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013, and the Operating Partnership restated its consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the interim periods ended June 30, 2014 and 2013 (collectively, the “Restatement”) to correct errors that were identified as a result of an investigation conducted by the Company’s audit committee (the “Audit Committee Investigation”), as well as certain other errors that were identified by the Company. Management concluded that all nine material weaknesses disclosed in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2014, have been fully remediated and that the Company’s disclosure controls and procedures and internal control over financial reporting were effective at December 31, 2015, as discussed in detail in Item 9A. Controls and Procedures .
Real Estate Dispositions
During the year ended December 31, 2015 , the Company began the process of evaluating its portfolio to ensure appropriate tenant, geographic and industry concentration in order to manage its risk of market and credit concentration. This led to selectively disposing of assets which management believes have a lower projected growth rate than the overall portfolio, and for which concentrations by tenant, geography or industry exceed target metrics or no longer conform to the Company’s operating and investment strategies. During the year ended December 31, 2015 , the Company disposed of 228 properties, including two properties owned by consolidated joint ventures, and its interest in one consolidated joint venture, whose only assets consisted of investments in three unconsolidated joint ventures, for aggregate sales price of $1.5 billion , of which the Company’s share was $1.4 billion based on its ownership interest in the respective consolidated joint ventures, resulting in consolidated proceeds of $1.0 billion after disposition fees and debt assumptions. As a result of the reduction in mortgage debt due to property dispositions and other measures taken by management, the Company improved its debt leverage ratio from 55.2% as of December 31, 2014 to 48.0% as of

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December 31, 2015 . The Company’s debt leverage ratio is calculated by dividing the net debt (or the Company’s outstanding principal debt balance, excluding certain U.S. GAAP adjustments, such as premiums and discounts, less all cash and cash equivalents), divided by gross real estate investments (or total gross real estate and related assets, including net investments in unconsolidated entities, investment in direct financing leases, investment securities backed by real estate and loans held for investment, net of gross intangible lease liabilities).
Dividends
On December 23, 2014, in connection with the amendments to the Credit Facility, the Company agreed to suspend the payment of dividends on its common stock until it complied with periodic financial reporting and related requirements. On March 30, 2015, the Company satisfied these financial statement and other information requirements. On August 5, 2015, the Company declared a quarterly dividend of $0.1375 per share of common stock for each of the third and fourth quarters of 2015 (representing an annualized dividend rate of $0.55 per share), which was paid on each of October 15, 2015 and January 15, 2016 to holders of record as of September 30, 2015 and December 31, 2015, respectively.
Our Series F Preferred Stock, as discussed in “ Note 16 –  Equity ” to our consolidated financial statements, will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). As of December 31, 2015 , there were approximately 42.8 million shares of Series F Preferred Stock (and approximately 42.8 million corresponding General Partner Series F Preferred Units) and 86,874 Limited Partner Series F Preferred Units issued and outstanding.
Management and Board Changes
During the year ended December 31, 2015, the Company underwent several changes in senior leadership. As of December 31, 2015, the executive management team consisted of Glenn J. Rufrano, Michael J. Bartolotta, Lauren Goldberg, Paul H. McDowell, William C. Miller and Thomas W. Roberts. The Board of Directors consisted of Bruce D. Frank, Hugh R. Frater, David B. Henry, Mark S. Ordan, Eugene A. Pinover, Julie G. Richardson and Mr. Rufrano.
On March 10, 2015, Leslie D. Michelson and Edward G. Rendell each tendered their resignations effective at the close of business on April 1, 2015. On March 10, 2015, the Company also announced that Hugh R. Frater was appointed to serve as the Company’s non-executive Chairman of the Board, effective on April 1, 2015, when Julie G. Richardson was also appointed an independent director. On June 17, 2015 Mark S. Ordan was appointed an independent director. On August 4, 2015, Thomas A. Andruskevich and William G. Stanley notified the Board of Directors that they would not stand for reelection at the General Partner’s 2015 annual meeting of stockholders, which was held on September 29, 2015. As such, two new independent directors: David B. Henry and Eugene A. Pinover were elected at the annual meeting.
Primary Investment Focus
We own and actively manage a diversified portfolio of retail, restaurant, office and industrial real estate assets subject to long-term net leases with creditworthy tenants. Our focus is on single-tenant, net-leased properties that are strategically located and essential to the business operations of the tenant, as well as retail properties that offer necessity and value-oriented products or services. We actively manage the portfolio by considering several metrics including property type, tenant concentration, geography, credit and key economic factors for appropriate balance and diversity. We believe that actively managing our portfolio allows us to attain the best operating results for each asset and the overall portfolio through strategic planning, implementation of these plans and responding proactively to changes and challenges in the marketplace.
Additionally, we employ a shared services model for Cole Capital’s portfolios by providing transactional and operational real estate functions. The shared services model allows our strong and experienced real estate team to be active in the markets at all times and manage complimentary portfolios.
Investment Policies
When evaluating prospective investments in or dispositions of 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 and business operations of the tenant, 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 in certain instances to the approval of the Board of Directors.
As part of our overall portfolio strategy, we seek to lease space and/or acquire properties leased to creditworthy tenants that meet our underwriting and operating guidelines. Prior to entering into any transaction, our corporate credit analysis and underwriting professionals conduct a review of a tenant’s credit quality. In addition, we consistently monitor the credit quality of our portfolio by actively reviewing the creditworthiness of certain tenants, focusing primarily on those tenants representing the greatest concentration of our portfolio. This review primarily includes an analysis of the tenant’s financial statements either quarterly, or

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as frequently as the lease permits. We also consider tenant credit quality when assessing our portfolio for strategic dispositions. When we assess tenant credit quality, we: (i) review relevant financial information, including financial ratios, net worth, revenue, cash flows, leverage and liquidity; (ii) evaluate the depth and experience of the tenant’s management team; and (iii) assess the strength/growth of the tenant’s industry. On an on-going basis, we evaluate the need for an allowance for doubtful accounts arising from estimated losses that could result from the tenant’s inability to make required current rent payments and an allowance against accrued rental income for future potential losses that we deem to be unrecoverable over the term of the lease. The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We are of the opinion that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.
Real Estate Investments
As of December 31, 2015 , we owned 4,435 properties, comprised of 99.6 million square feet, located in 49 states, the District of Columbia, Puerto Rico and Canada. Our properties were 98.6% leased with a weighted-average remaining lease term of 10.6 years. There were no tenants exceeding 10% of our consolidated annualized rental income as of December 31, 2015 or 2013. As of December 31, 2014, leases with Red Lobster ® restaurants represented 11.6% of our consolidated annualized rental income.  As of December 31, 2015, 2014 and 2013, properties located in Texas represented  13.1% , 12.7% and 10.7%, respectively, of our consolidated annualized rental income. As of December 31, 2015, tenants in the casual dining restaurant and manufacturing industries accounted for  16.6% and 10.1% , respectively, of our consolidated annualized rental income. As of December 31, 2014, tenants in the casual dining restaurant industry accounted for 18.4% of our consolidated annualized rental income. As of December 31, 2013, tenants in the quick service restaurant and manufacturing industries accounted for 17.7% and 11.4%, respectively, of our consolidated annualized rental income.
Cole Capital ®  
Cole Capital sponsors and manages direct investment real estate programs, which primarily include four publicly registered, non-traded REITs, as discussed in “ Note 2 –   Summary of Significant Accounting Policies ” to our consolidated financial statements. Cole Capital is responsible for raising capital for and 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.
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 metrics to improve over time.
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.
We also may obtain secured or unsecured debt to acquire properties, and we expect that our financing sources will include banks and 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.
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. For information relating to our credit agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

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Competition
In our REI segment, we are subject to competition in the acquisition and disposition of properties and in the leasing of our properties. We compete with a number of developers, owners and operators of retail, restaurant, office and industrial real estate, many of which own properties similar to ours in the same markets in which our properties are located. 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 do not expect to encounter the same competitors in each region of the United States. Many of our competitors have greater financial and other resources than us 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 in connection with unsuccessful acquisitions that we will not be able to recover. Foreign investors may view the U.S. real estate market as being more stable than other international markets and may increase investments in high-quality single-tenant properties, especially in gateway cities.
In our Cole Capital segment, we also face competition in raising funds for the Managed REITs from other entities with similar investment objectives such as other non-traded REITs, publicly-traded REITs and private funds, including hedge funds.
Regulations
Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, health, safety and 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.
Our properties are also subject to laws such as the Americans with Disabilities Act of 1990 (“ADA”), which require that all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA. If one or more of the properties in our portfolio is not in compliance with the ADA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance.
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, 2015 , we had approximately 350 employees.
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 access them through the EDGAR database at the SEC’s website at http://www.sec.gov. In addition, copies of our filings with the SEC may be obtained from the website maintained for us at www.ir.vereit.com. We are providing our website address solely for the information of investors. We do not intend for the information contained on our website to be incorporated into this Annual Report on Form 10-K or other filings with the SEC.

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Item 1A. Risk Factors.
Investors should carefully consider the following factors, together with all the other information included in this Annual Report on Form 10-K, in evaluating the Company and our business.  If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected, the trading price of the General Partner's securities could decline and its stockholders and/or the Operating Partnership's unitholders may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.  This “Risk Factors” section contains references to our “capital stock” and to our “stockholders” and “unitholders.” Unless expressly stated otherwise, references to our “capital stock” represent the General Partner’s common stock and any class or series of its preferred stock, references to our “stockholders” represent holders of the General Partner’s common stock and any class or series of its preferred stock and references to our “unitholders” represent holders of the OP units and any class of series of the Operating Partnership’s preferred units.
Risks Related to Our Business
We are primarily dependent on single-tenant leases for our revenue and, accordingly, if we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.
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 significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, to the extent that we enter 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.
We cannot assure you that our leases will be renewed or that we will be able to lease or re-lease the properties on favorable terms, or at all, or that lease terminations will not cause us to sell the properties at a loss. Any of our properties that incur a vacancy could be difficult to re-lease or sell. 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. Upon the 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, in order to retain and attract tenants. 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 the space for other uses. If the vacancies continue for a long period of time, we may suffer reduced revenues, resulting in less cash available for distribution to our stockholders and unitholders. If we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.
We are subject to tenant, geographic and industry concentrations that make us more susceptible to adverse events with respect to certain tenant, geographic areas or industries.
As of December 31, 2015, we had derived approximately:
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$118.2 million , or 9.3% , of our annualized rental income from Red Lobster ® , a wholly owned subsidiary of Golden Gate Capital;
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$383.5 million , or 30.3% , of our annualized rental income from properties located in the following four states-Texas ( 13.1% ), Illinois ( 6.4% ), Florida ( 5.6% ) and California ( 5.2% ); and
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$710.0 million , or 56.1% , of our annualized rental income from tenants in the following six industries-the casual dining restaurant industry ( 16.6% ), the manufacturing industry ( 10.1% ), the quick service restaurant industry ( 9.3% ), the discount retail industry ( 7.6% ), the pharmacy retail industry ( 7.3% ) and the finance industry ( 5.2% ).
Any adverse change in the financial condition of a tenant to whom we may have a significant credit concentration now or in the future, or any downturn of the economy in any state or industry in which we may have a significant credit concentration now or 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 or reimbursement of property expenses such as 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 or all of the expenses of the property, such as the costs of environmental liabilities, roof and structural repairs, real estate taxes, insurance, certain non-structural repairs and maintenance. If our properties incur significant expenses

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that must be paid by us under the terms of our leases, our business, financial condition and results of operations may be adversely affected and the amount of cash available to meet expenses and to make distributions to our stockholders and unitholders may be reduced.
Our properties may be subject to impairment charges.
We routinely 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 a downward 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. Management has recorded impairment charges related to certain properties in the year ended December 31, 2015, and may record future impairments based on actual results and changes in circumstances. Negative developments in the real estate market may cause management to reevaluate the business and macro-economic assumptions used in its impairment analysis. Changes in management’s assumptions based on actual results may have a material impact on the Company’s financial statements. See “Note 10 – Fair Value Measures” to our consolidated financial statements for a discussion of real estate impairment charges.
Real estate investments are relatively illiquid and therefore we may not be able to dispose of properties when appropriate or on favorable terms.
Real estate investments are relatively illiquid generally and may become even more illiquid during periods of economic downturn. As a result, we may not be able to sell our properties quickly or on favorable terms in response to changes in the economy or other conditions when it otherwise may be prudent to do so. In addition, certain significant expenditures generally do not change in response to economic or other conditions, including debt service obligations, real estate taxes, and operating and maintenance costs. This combination of variable revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings. Further, as a result of the 100% prohibited transactions tax applicable to REITs, we intend to hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may be unable to adjust our portfolio promptly in response to economic, market or other conditions, which could adversely affect our business, financial condition, liquidity and results of operations.
Our investments in properties where the underlying tenant has below investment grade credit rating, as determined by major credit rating agencies, or unrated tenants may have a greater risk of default.
As of December 31, 2015, approximately 57.5% of our tenants were not rated or did not have an investment grade credit rating from a major ratings agency or were not affiliates of companies having an investment grade credit rating. Our investments with such tenants may have a greater risk of default and bankruptcy than investments in properties leased exclusively to investment grade tenants. When we invest in properties where the tenant does not have a publicly available credit rating, we will use certain credit assessment tools as well as rely on our own estimates of the tenant’s credit rating which includes reviewing the tenant’s financial information ( i.e. , financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable). If our lender or a credit rating agency disagrees with our ratings estimates, or our ratings estimates are otherwise 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.
We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions, which could adversely impact our ability to make cash distributions to our stockholders and unitholders.
We expect to hold the various real properties in which we invest until such time as we decide that a sale or other disposition is appropriate given our investment business objectives. Our ability to dispose of properties on advantageous terms or at all depends on certain factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting real estate investments which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the disposition of our properties, we cannot assure you that we will be able to sell such properties at a profit or at all in the future. Accordingly, the extent to which our stockholders and unitholders will receive cash distributions and realize potential appreciation on our real estate investments will depend upon fluctuating market conditions. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct such defects or to make such improvements.

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Dividends paid from sources other than our cash flow from operations could affect our profitability, restrict our ability to generate sufficient cash flow from operations, and dilute stockholders’ and unitholders’ interests in us.
We may not generate sufficient cash flow from operations to pay dividends and we may in the future pay dividends from sources other than from our cash flow from operations, such as borrowings and/or the sale of assets or the proceeds from offerings of securities. We have not established any limit on the amount of borrowings and/or the sale of assets or the proceeds from an offering of securities 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.
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. In addition, funding dividends from the sale of additional securities could dilute your interest in us if we sell shares of our common stock or securities that are convertible or exercisable into shares of our common stock to third party investors. As a result, the return you realize on your investment may be reduced. Payment of dividends from these sources could affect our profitability, restrict our ability to generate sufficient cash flow from operations, and dilute stockholders’ and unitholders’ interests in us, any or all of which may adversely affect your overall return.
We could face potential adverse effects from the bankruptcies or insolvencies of tenants or from tenant defaults generally.
The bankruptcy or insolvency of our tenants may adversely affect the income produced by our properties. Under bankruptcy law, a tenant cannot be evicted solely because of its bankruptcy and has the option to assume or reject any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim. Our claim against the bankrupt tenant for unpaid and future rent will 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 flows and results of operations and could cause us to reduce the amount of distributions to our stockholders and unitholders.
In addition, the financial failure of, or other default in payment by, one or more of the tenants to whom we have exposure could have an adverse effect on our results of our operations. 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. If any of our tenants’ businesses experience significant adverse changes, they may 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. A default by a significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, if a tenant defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.
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 third party 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 flows and the amount available for distributions to our stockholders and unitholders.
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.

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We have a history of operating losses and cannot assure you that we will achieve profitability.
Since our inception in 2010, we have experienced net losses (calculated in accordance with U.S. GAAP) each fiscal year and, as of December 31, 2015, had an accumulated deficit of $3.4 billion . The extent of our future operating losses and the timing of when we will achieve profitability are uncertain, and together depend on the demand for, and value of, our portfolio of properties. We may never achieve or sustain profitability.
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 may acquire properties in the future. The acquisition of properties entails various risks, including the risks that our investments may not perform as we expect and that our cost estimates for bringing an acquired property up to market standards may prove inaccurate. Further, we expect to finance any future acquisitions through a combination of borrowings under the Credit Facility, proceeds from equity or debt offerings by the General Partner, the Operating Partnership or their subsidiaries and proceeds from property contributions and divestitures which, if unavailable, could adversely affect our cash flows.
In addition, our ability to acquire properties in the future on satisfactory terms and successfully integrate and operate such properties is subject to the following significant risks:
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we may be unable to acquire desired properties or the purchase price of a desired property may increase significantly 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;
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we may be unable to 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;
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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; and
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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.
Any of the above risks could adversely affect our business, financial condition, liquidity and results of operations.
We have assumed, and may in the future 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, certain major portfolio acquisitions and mergers and certain other property acquisitions, and expect in the future to assume existing liabilities in the event we acquire any additional properties. 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, it could adversely affect our business, financial condition, liquidity and results of operations.
We face intense competition, which may decrease or prevent increases in the occupancy and rental rates of our properties.
We are subject to competition in the leasing of our properties. We compete with numerous developers, owners and operators of retail, restaurant, industrial and office real estate, many of which have greater financial and other resources than us. Many of our competitors 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 in order to retain tenants when

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such tenants’ lease expire or attract new tenants. In addition, if our competitors sell assets similar to assets we intend to divest in the same markets and/or at valuations below our valuations for comparable assets, we may be unable to divest our assets at all or at favorable pricing or on favorable terms. As a result of these actions by our competitors, our business, financial condition, liquidity and results of operations 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 our cash available for distribution to our stockholders and unitholders, 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;
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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;
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civil unrest, acts of God, including earthquakes, floods, hurricanes and other natural disasters, including extreme weather events from possible future climate change, which may result in uninsured losses, and acts of war or terrorism; and
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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 ADA.
Any or all of these factors could materially adversely affect our results of operations through decreased revenues or increased costs.
Our participation in joint ventures creates additional risks as compared to direct real estate investments, and the actions of our joint venture partners could adversely affect our operations or performance .
We have in the past participated, and may in the future participate, in joint ventures to purchase assets jointly with unaffiliated third parties or the Managed REITs. There are additional risks involved in joint venture transactions. As a co-investor in a joint venture, we may not be in a position to exercise sole decision-making authority relating to the property, joint venture, or other entity. In addition, there is the potential of our joint venture partner becoming bankrupt and the possibility of diverging or inconsistent economic or business interests of us and our partner. These diverging interests could result in, among other things, exposure to liabilities of the joint venture in excess of our proportionate share of these liabilities. The partition rights of each owner in a jointly-owned property could reduce the value of each portion of the divided property.
If we are unable to maintain effective disclosure controls and procedures and effective internal control over financial reporting, investor confidence and our stock price could be adversely affected.
Our management is responsible for establishing and maintaining effective disclosure controls and procedures and internal control over financial reporting. As previously disclosed, the Company identified certain material weaknesses in connection with the restatement of its financial statements and concluded that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective at December 31, 2013 or December 31, 2014. The Company has remediated the material weaknesses as of December 31, 2015, however, there can be no guarantee as to the effectiveness of our disclosure controls and procedures and we cannot assure you that our internal control over financial reporting will not be subject to material weaknesses in the future. If we fail to maintain the adequacy of our internal controls over financial reporting and our operating internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, our business, results of operations and financial condition could be materially adversely affected and we could fail to meet our reporting obligations.

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Government investigations relating to the findings of the Audit Committee Investigation may require time and attention from certain members of management, result in significant legal expenses, fines, and/or penalties, including indemnification obligations, and cause our business, financial condition, liquidity and results of operations 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 called for the production of certain 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 also 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 investigations, inquiries or other actions related to these matters. Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees, among others in connection with the ongoing government investigations and potential future government inquiries, investigations or actions. These matters could require us to expend management time and could result in civil and criminal actions seeking, among other things, injunctions against us and the payment of significant fines and/or penalties, as well as requiring payment of substantial legal fees and indemnification obligations, and cause our business, financial condition, liquidity and results of operations to suffer. We can provide no assurance as to the outcome of any government investigation.
The Company and certain of our former officers and former and current directors, among others, have been named as defendants in various lawsuits related to the findings of the Audit Committee Investigation and those lawsuits may require time and attention from certain members of management, result in significant legal expenses and/or damages, including indemnification obligations, and may materially impact our business, financial condition, liquidity and results of operations.
Since the October 29, 2014 announcement of the findings of the Audit Committee Investigation and the subsequent restatement of the Company’s financial statements in March 2015, the Company and its former officers and current and former directors (along with others) have been named as defendants in 10 putative securities class action complaints in the United States District Court for the Southern District of New York, which were subsequently consolidated under the caption In re American Realty Capital Properties, Inc. Litigation , 1:15-mc-00040-AKH, multiple individual securities lawsuits and multiple derivative lawsuits. See “Note 15 – Commitments and Contingencies” to our consolidated financial statements for additional details regarding pending litigation matters related to the Audit Committee Investigation.
As a result of the various pending litigations related to the findings of the Audit Committee Investigation, we are obligated to advance certain legal expenses to and indemnify our current and former directors, officers and employees, as well as certain outside individuals and entities. In addition, any of these lawsuits may require management time and attention, result in significant legal expenses, indemnification obligations and/or damages and may materially impact the Company’s business, financial condition, liquidity and results of operations.
Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations, and they require management to make estimates, judgments, and assumptions about matters that are inherently uncertain.
Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations. We have identified several accounting policies as being critical to the presentation of our financial position and results of operations because they require management to make particularly subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be recorded under different conditions or using different assumptions. Because of the inherent uncertainty of the estimates, judgments, and assumptions associated with these critical accounting policies, we cannot provide any assurance that we will not make subsequent significant adjustments to our consolidated financial statements. If our judgments, assumptions, and allocations prove to be incorrect, or if circumstances change, our business, financial condition, liquidity and results of operations could be adversely affected.

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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. The FASB is expected to release a final standard in early 2016. 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 in general or desire to enter into leases 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. The new lease standard is expected to be effective for annual and interim periods beginning after December 31, 2018 for public companies.
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. We underwent several changes in management in the past year. Our future success depends in part on the continued service of our senior management team. If there are further changes in senior leadership, such changes could be disruptive and could compromise our ability to execute our strategic plan. While we have entered into employment agreements with certain 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, integrate, train and retain qualified management personnel. Because the competition for qualified personnel is intense, costs related to compensation and retention could increase significantly in the future. 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 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.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in the dilution of our stockholders and unitholders, and limit our ability to sell or refinance such assets.
We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for OP Units. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding the OP Units for a period of one year, unless otherwise consented to by the General Partner, holders of OP Units have a right to redeem the OP Units for the cash value of a corresponding number of shares of the General Partner’s common stock or, at the option of the General Partner, a corresponding number of shares of the General Partner’s common stock. This could result in the dilution of our stockholders and unitholders through the issuance of OP Units that may be exchanged for shares of our common stock.  This acquisition structure may also have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain.  Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors

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to maintain their tax bases.  These restrictions could limit our ability to sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions.
Risks Related to Financing
As a result of the delayed filing with the SEC of our Annual Report on Form 10-K for the year ended December 31, 2014, 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.
We did not file our Annual Report on Form 10-K for the year ended December 31, 2014 by March 2, 2015, the filing date required by the SEC. We are therefore not eligible to use a “short form” registration statement on Form S-3 to register the offer and sale of our securities until we have timely filed certain periodic reports required under the Exchange Act for 12 consecutive calendar months from the original filing due date. We have timely filed all of our periodic reports since our Annual Report on Form 10-K for the year ended December 31, 2014 and, assuming we continue to timely file our periodic reports, expect to be eligible to use a registration statement on Form S-3 beginning on April 1, 2016. Should we wish to register the offer and sale of our securities to the public before we have filed a registration statement 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.
We intend to 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 meet maturing obligations or make any additional investments.
In order to qualify as a REIT under the Internal Revenue 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 U.S. 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 refinance maturing obligations or make investments.
The capital and credit markets have experienced extreme volatility and disruption in recent years. Market volatility and disruption could hinder our ability to obtain new debt financing or refinance our maturing debt on favorable terms or at all or to raise debt and equity capital. Our access to capital will depend upon a number of factors, including:
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general market conditions;
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the market’s perception of our future growth potential;
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the extent of investor interest;
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analyst reports about us and the REIT industry;
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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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our current debt levels;
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our current and expected future earnings;
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our cash flow and cash dividends, including our ability to satisfy the dividend requirements applicable to REITs; and
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the market price per share of our common stock.
If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to meet our obligations and commitments as they mature or make any additional investments.
We have substantial amounts of indebtedness outstanding, which may affect our ability to pay dividends, and may expose us to interest rate fluctuation risk and to the risk of default under our debt obligations.
As of December 31, 2015, our aggregate indebtedness was $8.1 billion . We may incur significant additional debt in the future for various purposes including, without limitation, the funding of future acquisitions, if any, capital improvements and leasing commissions in connection with the repositioning of a property and litigation expenses. At December 31, 2015, we had $1.84 billion of undrawn commitments under an unsecured credit facility (the “Credit Facility”) pursuant to a credit agreement, dated as of June 30, 2014, as amended, with Wells Fargo, National Association, as administrative agent, and other lenders party thereto (the “Credit Agreement”).

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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 or may otherwise impose restrictions on our ability to make distributions. 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;
•
we may be unable to borrow additional funds as needed or on satisfactory terms to fund future working capital, capital expenditures and other general corporate requirements, which could, among other things, adversely affect our ability to capitalize upon any acquisition opportunities or 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;
•
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; 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 (x) further borrowings under the Credit Facility will be prohibited, (y) outstanding indebtedness under the Credit Facility, our indenture or such other loans may be accelerated and (z) 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 of December 31, 2015, we were in default on one non-recourse loan with a principal balance of $38.1 million due to our failure to pay a reserve payment required per the loan agreement. The default on the loan did not result in a cross default on our other indebtedness. Due to the default, we are currently accruing interest at the default rate of interest of 10.68% per annum. We are engaged with the servicer to complete foreclosure proceedings. For more information, see “Note 11 – Debt” to our consolidated financial statements.
In addition, increases in interest rates may impede our operating performance and payments of required debt service obligations or amounts due at maturity, or creation of additional reserves under loan agreements or indentures could adversely affect our financial condition and operating results. Further, 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 Internal Revenue Code.
The indenture governing our Senior Notes and the Credit Agreement contain restrictive covenants that limit our operating flexibility.
The indenture governing our Senior Notes and the Credit Agreement require us to meet customary negative covenants and other financial and operating covenants. The indenture governing our Senior Notes requires us to maintain financial ratios for total leverage, secured debt, debt service coverage and total unencumbered assets. In addition, the Credit Agreement requires us, among other things, to maintain a minimum tangible net worth, a maximum leverage ratio, minimum fixed charge coverage ratio, a secured leverage ratio, a total unencumbered asset value ratio, a minimum encumbered interest coverage ratio and a minimum encumbered asset value. These covenants restrict our ability to incur secured or unsecured indebtedness and may also restrict our ability to engage in certain business activities.
Our ability to comply with these and other provisions of the indenture governing our Senior Notes and the 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 covenants would constitute a default under the indenture governing our Senior Notes and/or the Credit Agreement, as applicable, and would prevent

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further borrowings under the Credit Agreement 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.
Our organizational documents have no limitation on the amount of indebtedness that we may incur. As a result, we may become even more 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 real estate investment ratio of approximately 45% to 55%, provided that we may exceed this amount for individual properties in select cases where attractive financing is available, our organizational documents contain no limitations on the amount of debt that we may incur. Further, our financing decisions and related decisions regarding levels of debt may be determined by our Board of Directors in its discretion without stockholder approval. As a result, we may be able to incur substantial additional debt, including secured debt, in the future, subject to us meeting the financial and operating covenants described above, which could result in us becoming highly leveraged and adversely affecting our financial condition.
Increases in interest rates would increase our debt service obligations and may adversely affect the refinancing of our existing debt and our ability to incur additional debt, which could adversely affect our financial condition.
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 our capital stock and could accordingly adversely affect our financial condition.
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. 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 any 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 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
•
restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance 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 any strategic acquisitions and alliances or capital expenditures, any of which could have a material adverse effect on our operations.
Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.
Our Senior Notes are periodically rated by nationally recognized credit rating agencies. Our current corporate credit rating is “BB” and our issue-level rating for our Senior Notes is “BB+” with a “stable” outlook from Standard & Poor’s Rating Services. Our corporate credit and issue-level ratings for our Senior Notes were downgraded by Moody’s Investor Service, Inc. to “Ba1” with a “negative” outlook in December 2014. There can be no assurance that our ratings will not be downgraded further. The credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to our industry and the economic outlook in general. Our credit ratings can adversely affect the cost and availability of capital, as well as the terms of any financing we obtain. Since we depend in part on debt financing to fund our business, an adverse change in our credit ratings could have a material adverse effect on our financial condition, liquidity, results of operations and the trading price of the notes.

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Risks Relating to our REI Segment
Uninsured losses or losses in excess of our insurance coverage could materially 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 select 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. There can be no assurance, however, that the insured limits on any particular policy will adequately cover an insured loss if one occurs. 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, 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.
Further, 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. If we experience 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. In addition, 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. As a result of any of the situations described above, our financial condition and cash flows may be materially and adversely affected.
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. 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 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 and interest rate levels. 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

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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.
We are subject to risks relating to real estate-related securities, including commercial mortgage backed securities (“CMBS”).
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 may be 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 or that income from collateral may be insufficient to meet debt service and distribution obligations and (6) the declining creditworthiness and potential for insolvency of the issuer 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 obliged parties to repay principal and interest or make distribution payments.
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 the risks listed above and all of the risks of the underlying mortgage loans. CMBS are issued by investment banks and non-regulated financial institutions, and are not insured or guaranteed by the U.S. government. The value of CMBS may 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 and may be negatively impacted by any dislocation in the mortgage-backed securities market in general.
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.
Our build-to-suit program is subject to additional risks related to properties under development.
We engage in build-to-suit programs and the 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 generally 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 also engage in development and construction activities involving existing properties, including the expansion of existing facilities (typically at the request of a tenant) or the development or build-out of vacant space at retail properties. We may advance significant amounts in connection with certain development projects.
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. To the extent that we engage in development or construction projects, we may be subject to uncertainties associated with obtaining permits or 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 developer or builder fails to perform, we may terminate the purchase, modify the construction contract or resort to legal action to compel performance (or in certain cases, we may elect to take over the project and pursue completion of the project ourselves). A developer’s or builder’s performance may also be affected or delayed by conditions beyond that party’s control. Delays in obtaining permits or 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 the loss of our investment. Although we rarely engage in construction activities relating to space that is not already leased to one or more tenants, to the extent that we do so, we may 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 a newly developed property, there is a risk that money advanced to that development company for the project may not be fully recoverable if the developer fails to successfully complete the project.

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Risks Relating to our Cole Capital Segment
We may be unable to fully reestablish the distribution network which previously supported Cole Capital and its Managed REITs and/or regain the prior capital raising level of Cole Capital, which may adversely affect the financial success of Cole Capital and the Company.
Three of the four Managed REITs currently sponsored and managed by Cole Capital have ongoing initial public offerings. 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.
Cole Capital generates revenue from capital raising activity and asset management 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 raised in the respective Managed REIT’s 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. Cole Capital receives additional compensation, including one-time acquisition fees and ongoing advisory fees from its asset management and advisory activity. Acquisition fees are earned, in large part, when Cole Capital deploys capital raised from a Managed REIT’s public offering into real estate acquisitions on behalf of such Managed REIT. Cole Capital also receives advisory fees that are calculated based upon the value of each Managed REIT’s total invested assets. An increase in assets under management, which generally occurs as the Managed REITs raise more capital, results in increased advisory fees. Additional fees may be earned by Cole Capital following the completion of a Managed REIT’s public offering and deployment of capital therefrom and, therefore, a slowdown in capital raising activity could delay or reduce Cole Capital’s receipt of those additional fees. A description of Cole Capital’s fees is contained in “Note 18 – Related Party Transactions and Arrangements” to our consolidated financial statements. While the Company has completed the Restatement and has become current in its filings with the SEC, and certain of the broker-dealers and the clearing firms have reengaged with Cole Capital, there can be no assurance that the remaining broker-dealers participating in the public offerings of the Managed REITs will reengage with Cole Capital on a timely basis or at all. If these circumstances continue for a prolonged period of time, capital raising activity at Cole Capital will continue to 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.
In addition, there is no guarantee as to the Cole Capital segment’s actual results. The fair value of goodwill and intangible assets allocated to the Cole Capital segment are dependent upon actual results, including, but not limited to, the timing and aggregate amount of capital raised and deployed on behalf of the Managed REITs, which is influenced by the Company’s ability to reinstate certain selling agreements that were suspended as a result of the Audit Committee Investigation and the Restatement. If the Company is unable to reinstate certain selling agreements with broker-dealers and clearing firms on a timely basis, the fair value of goodwill and intangible assets allocated to the Cole Capital segment may be less than the respective carrying value, resulting in an impairment that could have a material adverse effect on the Company’s financial results. In addition, the actual timing of closing an offering or executing a liquidity event on behalf of a Managed REIT or the commencement of operations of newly formed REITs, which are not yet effective, may differ from the Company’s assumptions used at October 1, 2015.
During the quarter ended December 31, 2015, we recorded significant impairment charges in respect of goodwill and intangible assets allocated to the Cole Capital segment. We reassessed the expected collectability of the program development costs, based on assumptions used to calculate these impairments, and recorded additional reserves in the quarter ended December 31, 2015. Additional reserves may be recorded in subsequent periods if actual proceeds raised from the offerings and corresponding program development costs incurred differ from management’s assumptions used at December 31, 2015.
Cole Capital is subject to risks that are particular to its role as sponsor and dealer manager for direct investment program offerings.
Cole Capital, including Cole Capital Corporation, which is Cole’s broker-dealer subsidiary and 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;
•
extensive governmental regulation;
•
intense competition; and
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litigation.

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Cole Capital’s business, which involves sponsoring and distributing interests in direct investment programs, depends 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 events 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 the Managed REITs also involves risks relating to the possibility that such programs will not receive capital at the levels and timing that are anticipated, that sufficient capital will not be raised to repay investments of cash in, and loans to, the Managed REITs needed to meet up-front costs, and that, as a result, the initial breaking of escrow and the acquisition of properties will not occur or continue, as well as risks relating to competition from sponsors of other similar programs.
FINRA rules applicable to the Managed REITs’ business, including Rule 2310 (Direct Participation Programs) which, among other things, imposes limits on total compensation to brokers in connection with an offering, and amendments to Rule 2340 (Customer Account Statements) which, when effective, will change the manner in which the value of shares in a Managed REIT are reflected on customer account statements, as well as FINRA investigations into the manner in which shares are sold by some retail brokers, may have a negative impact on the business of Cole Capital.
In addition, Cole Capital is subject to risks that are particular to its function as a wholesale broker-dealer and sponsor of the Managed 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 the Managed 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.
Failure to comply with the net capital requirements could subject us to sanctions imposed by the SEC or FINRA.
Cole Capital Corporation, 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. If Cole Capital Corporation is not able to maintain adequate net capital, or its net capital falls below requirements established by the SEC, 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 Cole Capital’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.
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. 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. Cole Capital Corporation 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 Cole Capital Corporation’s business, including through the potential implementation of a more stringent fiduciary standard for brokers and enhanced regulatory oversight over incentive compensation.
The Cole Capital segment also may be adversely affected by other evolving regulatory standards, such as those relating to suitability and supervision. Legal claims or regulatory actions against Cole Capital Corporation or any of the other entities that comprise Cole Capital also could have adverse financial effects on us or harm our reputation, which could harm our business prospects.
Cole Capital Corporation, 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

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safekeeping of clients’ funds and securities’ capital adequacy, record-keeping and the conduct and qualification of officers, employees and independent contractors. Failure by Cole Capital Corporation 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, 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. Cole Capital Corporation has established AML programs, which we subject to periodic third-party testing, but there can be no assurance of the effectiveness of these programs. Failure to comply with AML requirements could subject Cole Capital Corporation 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 Cole Capital Corporation to fines and penalties, as well as to civil action by affected parties.
We are subject to conflicts of interest relating to Cole Capital’s investment management business.
Cole Capital currently manages four Managed REITs which have investment objectives and investment strategies similar to our own. As a result, we may be seeking to acquire properties and real estate-related investments at the same time as the Managed REITs. In addition, certain of our officers are also officers of the Managed REITs and, as such, they will have duties to us as well as to the Managed REITs. We have implemented certain procedures to help manage any perceived or actual conflicts among us and the Managed REITs, including adopting an allocation policy to allocate property acquisitions among us and the Managed REITs based on the following factors:
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the investment objective of each entity;
•
the anticipated operating cash flows of each entity and the cash requirements of each entity;
•
the effect of the potential acquisition both on diversification of each entity’s investments by type of property, geographic area and tenant concentration;
•
the amount of funds available to each entity and the length of time such funds have been available for investment;
•
the policy of each entity relating to leverage of properties;
•
the income tax effects of the purchase to each entity; and
•
the size of the investment.
If we determine that an investment opportunity may be equally appropriate for more than one entity, then the entity that has had the longest period of time elapse since it was allocated an investment opportunity of a similar size and type ( e.g., office, industrial, multi-tenant or single tenant retail) will first be offered such investment opportunity. In addition, we have a right of first refusal over two of the Managed REITs with respect to all opportunities to acquire majority single-tenant real estate and real estate-related assets or portfolios with a purchase price greater than $100.0 million. There can be no assurance that these policies will be adequate to address all of the conflicts that may arise or will address such conflicts in a manner that is favorable to us.
Further, under the advisory agreements with the Managed REITs, Cole Capital receives fees for various services, including, but not limited to, the day-to-day management of the Managed REITs and transaction-related services. The terms of these advisory agreements were not the result of arm’s length negotiations between independent parties and as a result, the terms of these agreements may not be as favorable to us as they would have been if we had negotiated these agreements with unaffiliated third parties.
Because the revenue streams from the advisory agreements Cole Capital has with the Managed REITs are subject to limitation or cancellation, any such termination could have an adverse effect on our business, results of operations and financial condition.  
The advisory agreements under which Cole Capital provides services to the Managed REITs are subject to renewal on an annual basis and may generally be terminated by each Managed REIT upon 60 days’ notice to us, with or without cause. The advisory agreements with each of the four Managed REITs are scheduled to expire on November 30, 2016, unless otherwise renewed. There can be no assurance that these agreements will not expire or be otherwise terminated and any such termination could have an adverse effect on our business, financial condition and results of operations.

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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 our debt service and other obligations, including our obligations to make distributions required to maintain our REIT qualification. The ability of subsidiaries of the Operating Partnership to make distributions to the Operating Partnership, and the ability of the Operating Partnership to make distributions to us in turn, will depend on their operating results and on the terms of any loans that encumber the properties owned by them. Such loans may contain lockbox arrangements, reserve requirements, financial covenants and other provisions that restrict the distribution of funds. In the event of a default under these loans, the defaulting subsidiary would be prohibited from distributing cash. As a result, a default under any of these loans by the borrower subsidiaries could cause us to have insufficient cash to make distributions on our common stock required to maintain our REIT qualification.
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, 2015, 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 would not directly own any such OP Units, they would not have any voting rights with respect to any such issuances or other partnership-level activities of the Operating Partnership.
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. 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.
The Board of Directors may create and issue a class or series of common or preferred stock without stockholder approval.
Subject to applicable legal and regulatory requirements, 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 also have the effect of delaying or preventing a change of control transaction that might otherwise be in the best interests of our stockholders. In addition, future sales of shares of our common stock or preferred stock may be dilutive to existing stockholders.
The change of control conversion feature of the Series F Preferred Stock may make it more difficult for a party to take over the Company or discourage a party from taking over the Company.
Upon the occurrence of a change of control (as defined in the Articles Supplementary for the Series F Preferred Stock) the result of which is that our common stock or the common securities of the acquiring or surviving entity are not listed on a national stock exchange, holders of the Series F Preferred Stock will have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to redeem the Series F Preferred Stock) to convert some or all of their Series F Preferred Stock into shares of our common stock (or equivalent value of alternative consideration). The change of control

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conversion feature of the Series F Preferred Stock may have the effect of discouraging a third party from making an acquisition proposal for the Company or of delaying, deferring or preventing certain change of control transactions of the Company under circumstances that stockholders may otherwise believe are in their best interests.
Certain provisions in the LPA may delay, defer 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 such proposals, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:
•
redemption rights of qualifying parties;
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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 the Company under specified limited circumstances; and
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restrictions relating to our qualification as a REIT under the Internal Revenue Code.
The LPA also contains other provisions that may have the effect of delaying, deferring or preventing 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 ARC Real Estate Partners, LLC, an affiliate of the Former Manager, to indemnify it against any adverse tax consequences if we were to sell, convey, transfer or otherwise dispose of all or any portion of the interests in the properties that were acquired by us in the formation transactions, in a taxable transaction. 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 one or more of these properties, it may be economically disadvantageous for us to do so because of these obligations. We have also agreed to make debt available for ARC Real Estate Partners, LLC to guarantee. We agreed to these provisions at the time of our IPO in order to assist ARC Real Estate Partners, LLC 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 the rights of the Operating Partnership’s limited partners, 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, liquidity and results of operations and our ability to satisfy our debt service obligations and to make distributions to our stockholders and unitholders.
Our rights and the rights of our stockholders to take action against our directors and officers are limited under Maryland law.
Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, Maryland law permits a Maryland corporation to include

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in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our charter contains such a provision and limits the liability of our directors and officers to the maximum extent permitted by Maryland law. Maryland law requires us to indemnify our directors and officers for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, our charter obligates us to advance the reasonable defense costs incurred by our directors and officers. Finally, we have entered into agreements with our directors and officers pursuant to which we have agreed to indemnify them to the maximum extent permitted by Maryland law.
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 capital 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 qualify 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 the 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 annual income and 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 Internal Revenue Service (the “IRS”), such recharacterization would jeopardize our ability to satisfy the 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 because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions and, accordingly, distributions the Operating Partnership makes to its unitholders could be similarly reduced. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
Even if we continue to qualify as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for distribution to our stockholders and unitholders.
Even if we continue to qualify as a REIT, we may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are considered held for sale and not for investment (a “prohibited transaction” under the Internal Revenue Code) will be subject to a 100% tax. In addition, we may not make sufficient distributions 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 Internal Revenue Code to maintain our qualification as a REIT.
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 of the REIT. 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

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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. These rules 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.
Not all taxing jurisdictions recognize the favorable tax treatment afforded to REITs under the Internal Revenue 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 and unitholders. 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.
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 your 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 U.S. 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.
If the Operating Partnership or certain other subsidiaries fail to qualify as a partnership or are 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 the Operating Partnership as a partnership for U.S. federal income tax purposes. However, if the IRS were to successfully challenge the status of the Operating Partnership as a partnership for such purposes, it would be taxable as a corporation. This would result in our failure to qualify as a REIT and would cause us to be subject to a corporate-level tax on our income. This would substantially reduce our cash available to pay distributions and the yield on your investments. In addition, if one or more of the partnerships or limited liability companies through which the 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 a subsidiary entity could also threaten our ability to maintain our REIT qualification.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
Currently, the maximum U.S. federal income 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 have actually or constructively paid a “preferential dividend” to certain of our stockholders, our status as a REIT could be adversely affected.
For our taxable years that ended on or before December 31, 2014, in order for our distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions could not have been “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. 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. 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

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minimis or reasonable cause exception with respect to preferential dividends under the Internal Revenue 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 and for the four taxable years following the year of termination 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 Internal Revenue 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 or to offset certain other positions, 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, no more than 25% (20% for taxable years beginning after December 31, 2017) of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain debt securities of publicly offered REITs. 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.
Re-characterization of sale-leaseback transactions may cause us to lose our REIT status.
We may purchase properties and lease them back to the sellers of such properties. The Internal Revenue Service could challenge our characterization of certain leases in any such sale-leaseback transactions as “true leases,” which allows us to be treated as the owner of the property for U.S. federal income tax purposes. In the event that any sale-leaseback transaction is challenged and re-characterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or the “income tests” and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, such a recharacterization could cause the amount of our REIT taxable income to be recalculated, which might also cause us to fail to meet the distribution requirement for a taxable year and thus lose our REIT status.
We may incur adverse tax consequences if ARCT III, CapLease, ARCT IV or Cole failed to qualify as a REIT for U.S. federal income tax purposes.
If any of ARCT III, CapLease, ARCT IV or Cole failed to qualify as a REIT for U.S. federal income tax purposes at any time prior to such entity’s merger with us, we may inherit significant tax liabilities and could fail to qualify as a REIT.
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 capital 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 you that any such changes will not adversely affect our taxation and our

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ability to qualify as a REIT or 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.
Non-U.S. stockholders may be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax upon the disposition of our shares.
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 “U.S. real property interest” (“USRPI”) under the Foreign Investment in Real Property Tax Act of 1980 (the “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, 10% or less of our common stock at any time during the five-year period ending on the date of the sale. 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. We encourage you to consult your tax advisor to determine the tax consequences applicable to you if you are a non-U.S. stockholder.
Our property taxes could increase due to property tax rate changes or reassessment, which would impact our cash flows.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially. If the property taxes we pay increase and if any such increase is not reimbursable under the terms of our lease, then our cash flows will be impacted, and our ability to pay expected distributions to our stockholders and unitholders could be adversely affected.
The share ownership restrictions of the Internal Revenue 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 Internal Revenue 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 Internal Revenue 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 Internal Revenue 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, in its sole discretion and upon receipt of certain representations and undertakings, may exempt a person (prospectively or retrospectively) from the ownership limits. However, the Board of Directors may not, among other limitations, grant an exemption from these ownership restrictions to any proposed transferee whose ownership, direct or indirect, in excess of the 9.8% ownership limit would result in the termination of our qualification as a REIT.

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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.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principal corporate offices are located at 2325 E. Camelback Road, Suite 1100, Phoenix, Arizona 85016. We have additional office space in New York, New York; Orlando, Florida; Austin, Texas; Glenview, Illinois; and Alpharetta, Georgia. We lease all of these offices and believe these leases are suitable for our operations for the foreseeable future.
As of December 31, 2015 , we owned 4,435 properties, comprised of 99.6 million square feet located in 49 states, the District of Columbia, Puerto Rico and Canada. Our properties were 98.6% leased with a weighted-average remaining lease term of 10.6 years. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Real Estate Portfolio Metrics for a discussion of the properties we hold for rental operations and Schedule III – Real Estate and Accumulated Depreciation for a detailed listing of such properties.
Item 3. Legal Proceedings.
The information contained under the heading “Litigation” in “ Note 15 – Commitments and Contingencies ” to our consolidated financial statements is incorporated by reference into this Part I, Item 3. Except as set forth therein, as of the end of the period covered by this Annual Report on Form 10-K, we are not a party to, and none of our properties are subject to, any material pending legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Effective July 31, 2015, we transferred the listing of the General Partner’s common stock and Series F Preferred Stock to the NYSE from NASDAQ Global Select Market (“NASDAQ”). The General Partner’s common stock and Series F Preferred Stock now trade under the trading symbols, “VER” and “VER PRF,” respectively.
Stock Price Performance Graph
Set forth below is a line graph comparing the cumulative total stockholder return on the General Partner’s 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 initial public offering (the “IPO”), and ending December 31, 2015 . The graph assumes an investment of $100 on September 6, 2011.
The graph above and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. In addition, the stock price performance in the graph above is not indicative of future stock price performance.
Distributions
For each quarter indicated, the following table reflects the respective high and low sales prices for the General Partner’s common stock as quoted by NASDAQ or NYSE, as applicable, and the dividend or distribution declared per share of common stock or OP Unit by the General Partner or the Operating Partnership, respectively, in each such period:
 
 
First Quarter 2014
 
Second Quarter 2014
 
Third Quarter 2014
 
Fourth Quarter 2014
 
First Quarter 2015 (1)
 
Second Quarter 2015 (1)
 
Third Quarter 2015
 
Fourth Quarter 2015
High
 
$
14.96

 
$
14.17

 
$
13.44

 
$
12.48

 
$
10.38

 
$
10.15

 
$
9.08

 
$
8.66

Low
 
$
12.60

 
$
11.76

 
$
12.00

 
$
7.38

 
$
8.82

 
$
8.10

 
$
7.50

 
$
7.55

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends or distributions declared on common stock or OP Unit (2)
 
$
0.28

 
$
0.25

 
$
0.25

 
$
0.25

 
$
—

 
$
—

 
$
0.1375

 
$
0.1375

_______________________________________________
(1)
We agreed to suspend the payment of dividends on the General Partner’s common stock until the Company complied with certain periodic financial reporting and related requirements in connection with the amendments to the Credit Facility. On March 30, 2015, the Company satisfied these periodic financial reporting and related requirements. On August 5, 2015, the Board of Directors authorized the reinstatement of a dividend on our common stock.
(2)
The dividend that the General Partner pays on its common stock is equal to the distributions that the Operating Partnership makes on its OP Units pursuant to the terms of the LPA. However, the Operating Partnership did not make distributions in respect of a substantial portion of the outstanding OP Units held by its limited partners on October 15, 2015 and January 15, 2016 when the dividend on the General Partner’s common stock was paid, as further discussed in “Note 16 - Equity” in our consolidated financial statements.

33

On February 23, 2016, our Board of Directors declared a quarterly cash dividend of $0.1375 per share of common stock (equaling an annualized dividend rate of $0.55 per share) for the first quarter of 2016 to stockholders of record as of March 31, 2016, which will be paid on April 15, 2016. The Operating Partnership will make an equivalent distribution per OP Unit. Our future distributions may vary and will be determined by the General Partner’s Board of Directors upon the circumstances prevailing at the time, including our financial condition, operating results, estimated taxable income and REIT distribution requirements, and may be adjusted at the discretion of the Board.
As of February 19, 2016, the General Partner had approximately 4,500 registered stockholders of record of its common stock. This figure does not reflect the beneficial ownership of shares held in nominee name. There is no established trading market for the Operating Partnership's OP Units. As of February 19, 2016, there were 30 record holders of the OP Units.
Recent Sales of Unregistered Securities
Neither the General Partner nor the Operating Partnership sold any of their securities that were not registered under the Securities Act during the year ended December 31, 2015 .
Securities Authorized for Issuance Under Equity Compensation Plans
The following table shows the amount of securities remaining available for future issuance under our equity compensation plans as of December 31, 2015 :
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
Weighted-average exercise price of outstanding options, warrants and rights
 
Securities Available For Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders
 
—

 
—

 
86,534,165

Equity compensation plans not approved by security holders
 
—

 
—

 
—

Total
 
—

 
—

 
86,534,165

See “ Note 17 – Equity-based Compensation ” to our consolidated financial statements for a discussion of the Company’s equity plans.
Repurchases of Equity Securities
We are authorized to repurchase shares of the General Partner’s common stock to satisfy employee withholding tax obligations related to stock-based compensation. During the fourth quarter of 2015, the General Partner and the Operating Partnership repurchased the following shares of common stock and corresponding OP Units that were issued to the General Partner, respectively, in order to satisfy the minimum tax withholding obligation for state and federal payroll taxes on employee stock awards:
Period
 
Total Number of Shares/ Units Purchased
 
Average Price Paid Per Share (1)
October
 
18,586

 
$
8.32

November
 
52,160

 
8.29

December
 
14,176

 
8.29

Total
 
84,922

 
$
8.30

_______________________________________________
(1) With respect to these shares, the price paid per share is based on the fair value at the time of vesting.

34

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 Annual Report on Form 10-K. Prior periods have been reclassified to conform to current presentation, as discussed in “ Note 2 –   Summary of Significant Accounting Policies ” to our consolidated financial statements. The selected financial data (in thousands, except share and per share amounts) presented below was derived from our consolidated financial statements:
 
 
December 31,
 
 
2015
 
2014  (1)
 
2013  (1)
 
2012
 
2011
Balance sheet data:
 
 
 
 
 
 
 
 
 
 
Total real estate investments, at cost
 
$
16,784,721

 
$
18,292,560

 
$
7,459,142

 
$
1,875,615

 
$
209,326

Total assets
 
$
17,405,866

 
$
20,427,136

 
$
7,809,083

 
$
2,182,195

 
$
221,578

Total debt, net
 
$
8,059,802

 
$
10,425,778

 
$
4,136,619

 
$
389,722

 
$
77,727

Total liabilities
 
$
8,691,907

 
$
11,044,806

 
$
5,310,556

 
$
513,435

 
$
80,790

Temporary equity
 
$
—

 
$
—

 
$
269,299

 
$
—

 
$
—

Total equity
 
$
8,713,959

 
$
9,382,330

 
$
2,229,228

 
$
1,668,760

 
$
140,788

 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31,
 
 
2015
 
2014 (1)
 
2013 (1)
 
2012
 
2011
Operating data:
 
 
 
 
 
 
 
 
 
 
Total revenues
 
$
1,556,017

 
$
1,579,257

 
$
329,323

 
$
67,207

 
$
3,970

Total operating expenses
 
1,488,692


1,949,835

 
663,067

 
97,822

 
6,964

Operating income (loss)
 
67,325


(370,578
)
 
(333,744
)
 
(30,615
)
 
(2,994
)
Total other expenses, net
 
(354,809
)

(396,567
)
 
(171,876
)
 
(10,877
)
 
(958
)
Loss on disposition of real estate, net
 
(72,311
)
 
(277,031
)
 
—

 
—

 
—

Benefit from (provision for) income taxes
 
36,303

 
33,264

 
(2,195
)
 
—

 
—

Loss from continuing operations
 
(323,492
)

(1,010,912
)
 
(507,815
)
 
(41,492
)
 
(3,952
)
Net loss from discontinued operations
 
—

 
—

 
—

 
(745
)
 
(852
)
Net loss
 
(323,492
)

(1,010,912
)

(507,815
)

(42,237
)

(4,804
)
Net loss attributable to non-controlling interests (2)
 
7,139

 
33,727

 
16,316

 
585

 
105

Net loss attributable to General Partner
 
$
(316,353
)

$
(977,185
)
 
$
(491,499
)
 
$
(41,652
)
 
$
(4,699
)
 
 
 
 
 
 
 
 
 
 
 
Cash flow data:
 
 
 
 
 
 
 
 
 
 
Net cash flows provided by (used in) operating activities
 
$
867,013

 
$
502,887

 
$
11,918

 
$
9,440

 
$
(257
)
Net cash flows provided by (used in) investing activities
 
$
932,595

 
$
(2,554,456
)
 
$
(4,541,718
)
 
$
(1,701,422
)
 
$
(89,981
)
Net cash flows (used in) provided by financing activities
 
$
(2,147,216
)
 
$
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
 
$
(0.43
)
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.40
)
 
$
(1.04
)
Basic and diluted net loss per share attributable to common stockholders
 
$
(0.43
)
 
$
(1.36
)
 
$
(2.41
)
 
$
(0.41
)
 
$
(1.26
)
Weighted-average number of shares of common stock outstanding - basic (3)
 
903,360,763

 
793,150,098

 
205,341,431

 
103,306,366

 
3,720,351

Annualized distributions declared per common share
 
$
0.55

 
$
1.00

 
$
0.91

 
$
0.89

 
$
0.88

_______________________________________________
(1)
See “ Note 3 – Mergers with Real Estate Businesses ” to our consolidated financial statements for discussion of the impact of significant mergers on the Company’s operations during these periods.
(2)
Represents loss attributable to limited partners and consolidated joint venture partners.
(3)
For all periods presented, the effect of certain OP Units outstanding, long-term incentive plan units of the Operating Partnership (“LTIP Units”), unvested restricted shares and convertible preferred shares were excluded from the weighted-average share calculation as the effect would be anti-dilutive.

35

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 and notes thereto appearing elsewhere in this Annual Report on Form 10-K. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risks may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this report entitled “Risk Factors.”
Overview
We are a full-service real estate operating company that operates through two business segments, our real estate investment segment, REI, and our investment management segment, Cole Capital, as further discussed in “ Note 4 – Segment Reporting ” to our consolidated financial statements. Through our REI segment, we own and actively manage a diversified portfolio of 4,435 retail, restaurant, office and industrial real estate properties with an aggregate of 99.6 million square feet, of which 98.6% was leased as of December 31, 2015 , with a weighted-average remaining lease term of 10.6 years. Through our Cole Capital segment, we are responsible for raising capital for and managing the affairs of the Managed REITs on a day-to-day basis, identifying and making acquisitions and investments on behalf of the Managed REITs, and recommending to the respective board of directors of each of the Managed REITs an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for performing these services. As of December 31, 2015 , the Managed REITs and other real estate programs’ assets under management were $6.7 billion .
Restatement
The Company restated its consolidated financial statements and related financial information for the fiscal years ended December 31, 2013 and 2012 and the interim periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013 and the Operating Partnership 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 interim 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 quarterly periods ended March 31, 2014 and June 30, 2014. 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 amounts.
Mergers and Major Acquisitions
See “ Note 3 – Mergers with Real Estate Businesses ” to our consolidated financial statements for a discussion of the mergers consummated during the years ended December 31, 2014 and 2013 with American Realty Capital Trust III, Inc., CapLease, Inc., American Realty Capital Trust IV, Inc. and Cole Real Estate Investments, Inc.
Our Business Environment and Current Outlook
Current conditions in the global capital markets remain volatile as the world’s economic growth has been affected by geopolitical and economic events. In the United States, the overall economic environment continued to improve in 2015. The U.S. gross domestic product increased to 2.4% in 2015 and unemployment decreased 0.6% during 2015 to 5.0% for December 2015. In 2015, the Federal Reserve raised interest rates for the first time since 2006. In addition, cross-border investors deployed record levels of capital into the U.S. in 2015, increasing by more than 150% over 2014.

Economic trends and government policies affect global and regional commercial real estate markets as well as our operations directly. These include: overall economic activity and employment growth, interest rate levels, the cost and availability of credit and the impact of tax and regulatory policies.


36

Critical Accounting Policies and Significant Accounting Estimates
Our accounting policies have been established to conform with U.S. GAAP. The preparation of financial statements in conformity with U.S. 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. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. 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. We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in “ Note 2 –   Summary of Significant Accounting Policies ” to our consolidated financial statements.
Goodwill Impairment
We 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 risks and uncertainties involved in applying the principles related to goodwill impairment include, but are not limited to, the following:
•
We estimate the fair value of the reporting units, which we have determined is the same as our reportable segments, using discounted cash flows and relevant competitor multiples.
•
We monitor factors that may impact the fair value including market comparable company multiples, interest rates and global economic conditions.
•
We use a combined income and market approach in evaluations for potential impairment, which requires management to make key assumptions related to revenue growth rate, cash flow assumptions, discount rate and selection of comparable companies.
See Note 10 – Fair Value Measures for discussion regarding our sensitivity analysis performed around these assumptions.
Intangible Asset Impairment
The Company evaluates intangible assets for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The risks and uncertainties involved in applying the principles related to intangible impairment include, but are not limited to, the following:
•
We estimate fair value using a discounted cash flow model specific to the applicable Managed REITs. 
•
We monitor factors that could impact fair value including the ability to timely reinstate certain selling agreements, timing of and aggregate capital raised and deployed on behalf of the Managed REITs, the actual timing of closing an offering or executing a liquidity event on behalf of a Managed REIT and operations of future managed real estate programs.
•
We utilized the income approach in evaluation for impairment, which requires management to make key assumptions related to future cash flows and a discount rate.
See Note 10 – Fair Value Measures for discussion regarding our sensitivity analysis performed around these assumptions.
Real Estate Investment Impairment
We invest in real estate assets and subsequently monitor those investments quarterly for impairment, including the review of real estate properties subject to direct financing leases. Additionally, we record depreciation and amortization related to our investments. The risks and uncertainties involved in applying the principles related to real estate investments include, but are not limited to, the following:
•
The estimated useful lives of our depreciable assets affects the amount of depreciation and amortization recognized on our investments.
•
The review of impairment indicators and subsequent determination of the undiscounted future cash flows could require us to reduce the value of assets and recognize an impairment loss.
•
The fair value of held for sale assets is estimated by management. This estimated value could result in a reduction of the carrying value of the asset.
•
Changes in assumptions based on actual results may have a material impact on the Company’s financial results.

37

Loans Held for Investment Impairment
We evaluate loans held for investment on a quarterly basis. As a first step in the notes receivable impairment process, we must determine, based on current information and events, if it is probable that we will be unable to collect the amounts due in accordance with the loan agreement. The risks and uncertainties involved in applying the principles related to notes receivable include, but are not limited to, the following:
•
Evaluating the financial condition and other current obligations of the borrower involve judgment in assessing their liquidity and financial stability.
Program Development Costs
We assess 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 reserve for any balances considered not collectible. Additional reserves are generally recorded if actual proceeds raised from the offerings and corresponding program development costs incurred differ from management’s assumptions.The risks and uncertainties involved in applying the principles related to program development costs include, but are not limited to, the following:
•
Estimating recoverability for each program which involves an analysis of expected reimbursement revenue and projected organization and offering costs.
•
Utilizing assumptions to calculate impairment charges related to goodwill and impairment, as discussed above.
•
Assessing the impact of the change in calculations of recoverability percentages.
Consolidation of Equity Investments
We hold equity investments in unconsolidated joint ventures and each of the Managed REITs and account for these investments using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financial policies of these investments. We must continually evaluate these and other non-controlling interests for consolidation based on standards set forth in U.S. GAAP. For legal entities being evaluated, we must first determine whether the interests that we hold and fees we receive qualify as variable interests in the entity, as discussed in “ Note 2 –   Summary of Significant Accounting Policies ” to our consolidated financial statements. The difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The risks and uncertainties involved in applying the principles related to equity investments include, but are not limited to, the following:
•
Consideration for variable interest entities involves determining their ability to finance their operations without additional subordinated financial support, whether the equity holders lack the characteristic of controlling financial interest, or whether the entity is established with non-substantive voting rights.
•
We perform significance calculations based on investments, total assets and income, on an individual basis or on an aggregated basis, by any combination of unconsolidated subsidiaries and equity-method investees.
Allocation of Purchase Price of Business Combinations, including Acquired Properties
In connection with our acquisition of properties, we allocate the purchase price to the tangible and intangible assets and
liabilities acquired based on their respective estimated fair values. Tangible assets consist of land, buildings, fixtures and tenant improvements. Intangible assets consist of above- and below- market lease values and the value of in-place leases. Our purchase price allocations are developed utilizing third-party appraisal reports, industry standards and management experience. The risks and uncertainties involved in applying the principles related to purchase price allocations include, but are not limited to, the following:
•
The value allocated to land as opposed to buildings, fixtures and tenant improvements affects the amount of depreciation expense we record. If more value is attributed to land, depreciation expense is lower than if more value is attributed to buildings, fixtures and tenant improvements;
•
Intangible lease assets and liabilities can be significantly affected by estimates, including market rent, lease term including renewal options at rental rates below estimated market rental rates, carrying costs of the property during a hypothetical expected lease-up period, and current market conditions and costs, including tenant improvement allowances and rent concessions; and
•
We determine whether any financing assumed is above- or below- market based upon comparison to similar financing terms for similar investment properties.

38

Income Taxes
As a REIT, the General Partner generally is not subject to federal income tax, with the exception of its TRS entities. However, the General Partner, including its TRS entities, and the Operating Partnership are still subject to certain state and local income and franchise taxes in the various jurisdictions in which they operate.
We provide for income taxes in accordance with current authoritative accounting and tax guidance. The tax provision or benefit related to significant or unusual 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 risks and uncertainties involved in applying the principles related to income taxes include, but are not limited to, the following:
•
Our calculations related to income taxes contain uncertainties due to judgment used to calculate tax liabilities in the application of complex tax laws and regulations across the tax jurisdictions where we operate;
•
We file income tax returns in the U.S. federal jurisdiction, the Canadian federal jurisdiction and various state and local jurisdictions, and are subject to routine examinations by the respective tax authorities. We may be challenged upon review by the applicable taxing authorities, and positions we have taken may not be sustained; and
•
The accounting estimates used to compute the provision for or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are described in “ Note 2 –   Summary of Significant Accounting Policies ” to our consolidated financial statements.
Operating Highlights and Key Performance Indicators
2015 Activity
•
Disposed of 228 properties, including two properties owned by consolidated joint ventures, and its interest in one consolidated joint venture, whose only assets consisted of investments in three unconsolidated joint ventures, for aggregate sales price of $1.5 billion , of which our share was $1.4 billion based on our ownership interest in the respective consolidated joint ventures, resulting in consolidated proceeds of $1.0 billion after disposition fees and debt assumptions.
•
Decreased outstanding mortgage loans through property dispositions, mortgage loan maturities and monthly principal payments by $651.4 million during the year ended December 31, 2015 , bringing the outstanding principal amount of mortgage loans to $3.0 billion at December 31, 2015 .
•
Reduced the maximum capacity under the Credit Facility from $3.6 billion to $3.3 billion and reduced our minimum Unencumbered Asset Value (as defined in the Credit Agreement) from $10.5 billion to $8.0 billion .
•
Paid down $1.8 billion on the revolving credit facility during the year ended December 31, 2015 , bringing the outstanding principal balance to $0.5 billion at December 31, 2015 .
•
Declared a quarterly dividend of $0.1375 per share of common stock for the third and fourth quarters of 2015, representing an annualized dividend rate of $0.55 per share.
Real Estate Portfolio Metrics
In managing our portfolio, we are committed to diversification by property type, tenant, geography and industry. Below is a summary of our property type diversification and our top ten concentrations as of December 31, 2015 , based on annualized rental income of $1.3 billion for the year ended December 31, 2015 .

39

Our financial performance is influenced by the timing of acquisitions and dispositions and the operating performance of our real estate properties. The following table shows the property statistics of our real estate assets, excluding properties owned through our unconsolidated joint ventures as of December 31, 2015 :

40


 
2015
 
2014
 
2013
Portfolio Metrics
 
 
 
 
 
 
Properties owned
 
4,435
 
4,648
 
2,559
Rentable square feet (in millions)
 
99.6
 
103.1
 
43.8
Economic occupancy rate (1)
 
98.6%
 
99.3%
 
99.0%
Investment-grade tenants  (2)
 
42.5%
 
46.9%
 
60.0%
____________________________________
(1)
Economic occupancy rate equals the sum of square feet leased (including month-to-month) divided by total square feet.
(2)
Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Rating Services or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc. The ratings may reflect those assigned by Standard & Poor’s Rating Services or Moody’s Investor Service, Inc. to the lease guarantor or the parent company, as applicable.
The following table shows the economic metrics of our real estate assets, excluding properties owned through our unconsolidated joint ventures, as of and for the years ended December 31, 2015, 2014 and 2013:
 
 
2015
 
2014
 
2013
Economic Metrics
 
 
 
 
 
 
Weighted-average lease term (in years) (1)
 
10.6
 
11.8
 
9.4
Lease rollover (1)(2) :
 
 
 
 
 
 
Annual average
 
3.8%
 
3.2%
 
5.2%
Maximum for a single year
 
4.5%
 
4.3%
 
9.3%
____________________________________
(1)
Based on annualized rental income of our real estate portfolio as of December 31, 2015 .
(2)
For the period beginning January 1, 2016 through December 31, 2020.
Operating Performance
In addition, management uses the following financial metrics of our business segments to assess our operating performance (dollars in thousands, except per share amounts).
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Financial Metrics
 
 
 
 
 
 
Real Estate Investment Segment
 
 
 
 
 
 
Revenues
 
$
1,441,135

 
$
1,375,699

 
$
329,323

Operating income (loss)
 
$
297,080

 
$
(30,706
)
 
$
(333,744
)
Net loss
 
$
(136,095
)
 
$
(714,238
)
 
$
(507,815
)
Funds from operations attributable to common stockholders and limited partners (“FFO”) (1)
 
$
772,563

 
$
445,810

 
$
(293,493
)
Adjusted funds from operations attributable to common stockholders and limited partners (“AFFO”) (1)
 
$
769,201

 
$
685,472

 
$
200,829

AFFO per diluted share (1)
 
$
0.83

 
$
0.82

 
$
0.87


41

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Cole Capital Segment
 
 
 
 
 
 
Revenues
 
$
114,882

 
$
203,558

 
$
—

Operating loss
 
$
(229,755
)
 
$
(339,872
)
 
$
—

Net loss
 
$
(187,397
)
 
$
(296,674
)
 
$
—

FFO (1)
 
$
(187,397
)
 
$
(296,674
)
 
$
—

AFFO (1)
 
$
12,857

 
$
65,242

 
$
—

AFFO per diluted share (1)
 
$
0.01

 
$
0.08

 
$
—

 
 
 
 
 
 
 
Consolidated
 
 
 
 
 
 
Revenues
 
$
1,556,017


$
1,579,257


$
329,323

Operating income (loss)
 
$
67,325


$
(370,578
)

$
(333,744
)
Net loss
 
$
(323,492
)

$
(1,010,912
)

$
(507,815
)
FFO (1)
 
$
585,166


$
149,136


$
(293,493
)
AFFO (1)
 
$
782,058


$
750,714


$
200,829

AFFO per diluted share (1)
 
$
0.84

 
$
0.90

 
$
0.87

____________________________________
(1)
See the “Non-GAAP Measures” section below for descriptions of our non-GAAP measures and reconciliations to the most comparable U.S. GAAP measure.
The following table presents the total assets of the Company, by segment (in thousands):
 
 
Total Assets
 
 
December 31, 2015
 
December 31, 2014
REI segment
 
$
16,966,729

 
$
19,683,135

Cole Capital segment
 
439,137

 
744,001

Total
 
$
17,405,866


$
20,427,136

Property Financing
Our mortgage notes payable consisted of the following as of December 31, 2015 , 2014 and 2013 (dollar amounts in thousands):
 
 
Encumbered Properties
 
Outstanding Loan Amount
 
Weighted Average
Effective Interest Rate (1)
 
Weighted Average Maturity (2)
December 31, 2015
 
654

 
$
3,039,882

 
5.08
%
 
5.09
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 ranged from 3.10% to 10.68% at December 31, 2015 , 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, 2015 , 2014 , and 2013 , respectively.
In addition, we have financing which is not secured by interests in real property, which is described under “ Liquidity and Capital Resources .”

42

Future Lease Expirations
The following is a summary of lease expirations for the next 10 years and beyond at the properties we owned as of  December 31, 2015 (dollar amounts and square feet in thousands):
Year of Expiration
 
Number of Leases
Expiring (1)
 
Square Feet
 
Square Feet as a % of Total Portfolio
 
Annualized Rental Income Expiring
 
Annualized Rental Income Expiring as a % of Total Portfolio
2016
 
152

 
3,562

 
3.6
%
 
$
31,277

 
2.5
%
2017
 
241

 
4,726

 
4.7
%
 
53,828

 
4.3
%
2018
 
244

 
3,801

 
3.8
%
 
42,830

 
3.4
%
2019
 
187

 
3,355

 
3.4
%
 
57,457

 
4.5
%
2020
 
253

 
4,647

 
4.7
%
 
53,235

 
4.2
%
2021
 
164

 
10,989

 
11.0
%
 
84,381

 
6.7
%
2022
 
259

 
9,635

 
9.7
%
 
82,317

 
6.5
%
2023
 
230

 
6,527

 
6.6
%
 
87,008

 
6.9
%
2024
 
176

 
9,201

 
9.2
%
 
107,272

 
8.5
%
2025
 
273

 
4,487

 
4.5
%
 
62,795

 
5.0
%
Thereafter
 
1,501

 
37,265

 
37.4
%
 
602,110

 
47.5
%
Total
 
3,680

 
98,195

 
98.6
%
 
$
1,264,510

 
100.0
%
_______________________________________________
(1) The Company has certain leases comprised of multiple properties.
Results of Operations
Revenues
The table below sets forth, for the periods presented, certain revenue information and the dollar amount change year over year (dollars in thousands):
 
 
Year Ended December 31,
 
Change
 
 
2015
 
2014
 
2013
 
2015 vs 2014
Increase/(Decrease)
 
2014 vs 2013 Increase/(Decrease)
Revenues:
 
 
 
 
 
 
 
 
 
 
Rental income
 
$
1,339,787

 
$
1,271,574

 
$
310,508

 
$
68,213

 
$
961,066

Direct financing lease income
 
2,720

 
3,603

 
2,244

 
(883
)
 
1,359

Operating expense reimbursements
 
98,628

 
100,522

 
16,571

 
(1,894
)
 
83,951

Cole Capital revenue:
 
 
 
 
 
 
 


 


Offering-related fees and reimbursements
 
24,410

 
87,109

 
—

 
(62,699
)
 
87,109

Transaction service fees and reimbursements
 
30,109

 
64,956

 
—

 
(34,847
)
 
64,956

Management fees and reimbursements
 
60,363

 
51,493

 
—

 
8,870

 
51,493

Total Cole Capital revenue
 
114,882

 
203,558

 
—

 
(88,676
)
 
203,558

Total revenues
 
$
1,556,017

 
$
1,579,257

 
$
329,323

 
$
(23,240
)
 
$
1,249,934

Rental Income
2015 vs 2014 – The increase in rental income during the year ended December 31, 2015 was primarily due to the 1,107 properties acquired in 2014, including the consummation of the Cole Merger in the first quarter of 2014 and the acquisition of over 500 Red Lobster ® restaurants in the third quarter of 2014, offset by the disposition of 228 properties in 2015 and 110 properties in 2014.
2014 vs 2013 – The increase in rental income during the year ended December 31, 2014 was primarily due to the net acquisition of 2,160 properties (which excludes properties that were accounted for as direct financing leases) largely through various mergers and portfolio acquisitions.

43

Cole Capital Revenue
Our acquisition of Cole Real Estate Investments, Inc. (the “Cole Merger”), as more fully described in “ Note 3 – Mergers with Real Estate Businesses ” to our consolidated financial statements, was consummated on February 7, 2014. Cole Capital’s results of operations are influenced by capital raised on behalf of the Managed REITs in offerings as well as the timing and extent of real estate asset acquisitions and assets under management, which are driven by the Managed REITs’ capital raised, cash flows provided by operations and available proceeds from debt financing.
As a result of the Audit Committee Investigation and the resulting Restatement, certain selling agreements with broker-dealers for the Managed REITs were suspended. Accordingly, our Cole Capital results of operations for the year ended December 31, 2015 , as compared to the year ended December 31, 2014 , reflect decreases in most revenue categories, as further discussed below. Certain selling agreements have been re-instated to date and we are in ongoing discussions with other broker-dealers that suspended their respective selling agreements. We expect to continue to secure the reinstatement of suspended selling agreements; however, there are no guarantees as to when these agreements will be reinstated, if at all.
Offering-Related Fees and Reimbursements
Offering-related fees and reimbursements include selling commissions, dealer manager fees and distribution fees earned from selling securities in the Managed REITs. The Company reallows 100% of selling commissions and may reallow all or a portion of our dealer manager and distribution 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. The following table represents offering-related fees and reimbursements as well as amounts reallowed for the years ended December 31, 2015 and 2014 (in thousands).
 
 
Year Ended December 31,
 
 
 
 
2015
 
2014
 
Change
Offering-related fees
 
$
19,232

 
$
74,556

 
$
(55,324
)
Offering-related reimbursements
 
5,178

 
12,553

 
(7,375
)
Less: reallowed fees and commissions
 
16,195

 
66,228

 
(50,033
)
Offering-related fees and reimbursements, net of reallowed
 
$
8,215


$
20,881

 
$
(12,666
)
The net decrease in offering-related fees and reimbursements of $12.7 million for the year ended December 31, 2015 was a direct result of the decrease in capital raise related to the suspension of certain selling agreements, as discussed above. Additionally, the decrease was partly due to the closing of the offering of Cole Credit Property Trust IV, Inc. in the first quarter of 2014.
Transaction Service Fees and Reimbursements
Transaction service fees and reimbursement revenue consist primarily of acquisition and disposition fees earned from acquiring and selling properties on behalf of the Managed REITs and other real estate programs. Transaction service fees were $27.9 million for the year ended December 31, 2015 as compared to $60.7 million during the same period in 2014 . Transaction-related reimbursement revenues were $2.2 million for the year ended December 31, 2015 , as compared to $4.3 million during the same period in 2014 . The net decrease of $34.9 million for the year ended December 31, 2015 was primarily due to decreases in acquisition fee revenue as there were less funds raised by the Managed REITs’ offerings that could be deployed into real estate acquisitions on their behalf.
Management Fees and Reimbursements
Management fees and reimbursement revenue represent advisory, asset and property management fees for operating, leasing and managing the portfolios of the Managed REITs and other real estate programs. Management fees were $46.5 million for the year ended December 31, 2015 as compared to $42.7 million during the same period in 2014 . Management reimbursement revenues were $13.8 million for the year ended December 31, 2015 , as compared to $8.8 million during the same period in 2014 . The overall net increase in fees and reimbursements of $8.8 million for the year ended December 31, 2015 primarily related to an increase in reimbursement revenue as the Company was no longer waiving certain expenses due from the Managed REITs in 2015, as well as an increase in advisory fees due to an increase in assets under management.

44

Operating Expenses
The table below sets forth, for the periods presented, certain operating expense information and the dollar amount change year over year (dollars in thousands):
 
 
Year Ended December 31,
 
Change
 
 
2015
 
2014
 
2013
 
2015 vs 2014
Increase/(Decrease)
 
2014 vs 2013 Increase/(Decrease)
Operating expenses:
 
 
 
 
 
 
 


 


Cole Capital reallowed fees and commissions
 
$
16,195

 
$
66,228

 
$
—

 
$
(50,033
)
 
$
66,228

Acquisition related expenses
 
6,243

 
38,940

 
76,113

 
(32,697
)
 
(37,173
)
Merger and other non-routine transaction related expenses, net of insurance recoveries
 
33,628

 
199,616

 
210,543

 
(165,988
)
 
(10,927
)
Property operating expenses
 
130,855

 
137,741

 
23,629

 
(6,886
)
 
114,112

Management fees to affiliates
 
—

 
13,888

 
17,462

 
(13,888
)
 
(3,574
)
General and administrative expenses
 
149,066

 
167,428

 
120,998

 
(18,362
)
 
46,430

Depreciation and amortization expenses
 
847,611

 
916,003

 
210,976

 
(68,392
)
 
705,027

Impairments
 
305,094

 
409,991

 
3,346

 
(104,897
)
 
406,645

Total operating expenses
 
$
1,488,692

 
$
1,949,835

 
$
663,067

 
$
(461,143
)
 
$
1,286,768

Acquisition Related Expenses
2015 vs 2014 – Acquisition related expenses primarily consisted of legal, deed transfer and other costs related to real estate purchase transactions, including costs incurred for deals that were not consummated. The Company acquired interests in 16 commercial properties, including nine land parcels for build-to-suit development, for an aggregate purchase price of $36.3 million during the year ended December 31, 2015 as compared with the acquisition of 1,107 properties including 31 land parcels, for an aggregate purchase price of $3.8 billion during the year ended December 31, 2014. The decrease in acquisition related expenses during the year ended December 31, 2015 was primarily due to a significant decrease in acquisition activity as compared to the same period in 2014 .
2014 vs 2013 – The decrease in acquisition related expenses was primarily related to the acquisitions of American Realty Capital Trust III, Inc. on February 28, 2013 (the “ARCT III Merger”) and American Realty Capital Trust IV, Inc. on January 3, 2014 (the “ARCT IV Merger”), as well as the transition to self-management on January 8, 2014. Prior to those events, the Company incurred acquisition fees and additionally reimbursed certain expenses to an affiliate of the Former Manager totaling $37.6 million for the year ended December 31, 2013 , compared to $1.7 million for the year ended December 31, 2014 .
Merger and Other Non-routine Transaction Related Expenses, Net of Insurance Recoveries
2015 vs 2014 – The decrease in merger and other non-routine transaction related expenses was primarily related to incurring costs relating to the Cole Merger and the ARCT IV Merger, including a $78.2 million subordinated distribution fee to an affiliate of the Former Manager upon the consummation of the ARCT IV Merger that was settled with 6.7 million  OP Units to the affiliate of the Former Manager during the year ended December 31, 2014 . No such fees were incurred for any mergers during the year ended December 31, 2015 . However, the Company incurred $ 44.2 million of expenses in connection with the Audit Committee Investigation and related litigation and investigations during the year ended December 31, 2015 . These expenses were offset by $11.4 million of insurance proceeds, $10.5 of which related to expenses for litigation arising from the results of the Audit Committee Investigation.
2014 vs 2013 – The decrease in merger and other non-routine transaction related expenses was primarily related to a decrease in the subordinated distribution fee incurred in connection with the ARCT IV Merger in 2014 of $78.2 million , compared to the subordinated distribution fee incurred in connection with the ARCT III Merger in 2013 of $98.4 million. In addition to such fees, the Company also incurred costs such as strategic advisory services, transfer taxes and legal fees relating to the various mergers in both 2014 and 2013.

45

Property Operating Expenses and Operating Expense Reimbursement
The table below sets forth, for the periods presented, the property operating expenses, net of operating expense reimbursements, and the dollar amount change year over year (dollars in thousands):
 
 
Year Ended December 31,
 
Change
 
 
2015
 
2014
 
2013
 
2015 vs 2014
Increase/(Decrease)
 
2014 vs 2013 Increase/(Decrease)
Property operating expenses
 
$
130,855

 
$
137,741

 
$
23,629

 
$
(6,886
)
 
$
114,112

Operating expense reimbursements
 
98,628

 
100,522

 
16,571

 
(1,894
)
 
83,951

Property operating expenses, net of operating expense reimbursements
 
$
32,227


$
37,219


$
7,058

 
$
(4,992
)
 
$
30,161

2015 vs 2014 – Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non-reimbursable property expenses. Operating expense reimbursement revenue represents reimbursements for such costs that are reimbursable by the tenants per their respective leases. Property operating expenses were $130.9 million for the year ended December 31, 2015 as compared to $137.7 million during the same period in 2014 . Operating expense reimbursements were $98.6 million for the year ended December 31, 2015 as compared to $100.5 million during the same period in 2014 . The net decrease of $4.9 million for the year ended December 31, 2015 was driven primarily by the disposal of our portfolio of anchored shopping centers, which generally have higher non-reimbursable operating expenses, during the fourth quarter of 2014, as well as the disposition of 228 properties in 2015.
2014 vs 2013 – Property operating expenses were $137.7 million for the year ended December 31, 2014 as compared to $23.6 million during the same period in 2013 . Operating expense reimbursements were $100.5 million for the year ended December 31, 2014 as compared to $16.6 million during the same period in 2013 . The net increase of $30.2 million was driven by the acquisition of significant rental income-producing properties subsequent to December 31, 2013 .
Management Fees to Affiliates
2015 vs 2014 – There were no management fees to affiliates incurred during the year ended December 31, 2015 as discussed in “ Note 18 – Related Party Transactions and Arrangements ” to our consolidated financial statements, as we completed our transition to self-management on January 8, 2014. During the year ended December 31, 2014 , we incurred fees of $13.9 million related to asset management services.
2014 vs 2013 – The Company incurred $11.7 million related to asset management services and $5.0 million of base management fees as well as $0.8 million in property management fees in 2013, totaling $17.5 million . The  decrease  of $3.6 million as compared to 2014 was primarily a result of the Company’s termination of the management agreement with the Former Manager, which eliminated such management fees during the year ended December 31, 2014 .
General and Administrative Expenses
2015 vs 2014 – The decrease in general and administrative expense during the year ended December 31, 2015 was primarily related to a decrease in equity-based compensation of $18.8 million, from $33.3 million for the year ended December 31, 2014 to $14.5 million for the the year ended December 31, 2015 , largely as a result of the forfeiture of certain awards in connection with the departure of certain officers and directors in the fourth quarter of 2014. The overall decrease in compensation and benefits is also due to the Company’s headcount reduction as compared to the same period in 2014, partially offset by the increase in severance to former employees.
2014 vs 2013 – The  increase in general and administrative expense during the year ended December 31, 2014 was primarily due to the Company’s transition to self-management in January 2014 and the Cole Merger in February 2014, which significantly increased the number of employees. The additional employees and the assumption of the lease for the Company’s offices in Phoenix, Arizona resulted in an increase to compensation and related costs of $71.7 million and increased office costs such as rent and insurance of $25.3 million from 2013 to 2014. These increases were partially offset by a decrease in equity-based compensation of $66.9 million, primarily due to the Company recording $92.3 million of expenses in 2013 relating to the 2013 Advisor Multi-Year Outperformance Agreement (the “OPP”).

46

Depreciation and Amortization Expenses
2015 vs 2014 – The decrease in depreciation and amortization expense during the year ended December 31, 2015 was primarily related to a decrease in the amortization of the management and advisory contracts (the “Management Contracts”) with the Managed REITs of $42.6 million due to an impairment of $86.4 million recorded in the fourth quarter of 2014. Additionally, real estate depreciation and amortization expense decreased $27.0 million, primarily due to dispositions of 228 properties in 2015 and 110 properties in 2014. The Company also 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 fourth quarter of 2014.
2014 vs 2013 – The increase in depreciation and amortization expense during the year ended December 31, 2014 was primarily related to the acquisition of 1,107 properties, as discussed above, resulting in an increase to real estate depreciation and amortization expense of $633.6 million as well amortization expense of $68.5 million recorded relating to Management Contracts that were acquired as part of the Cole Merger.
Impairments
2015 vs 2014 – The decrease in impairments during the year ended December 31, 2015 was primarily due to a decrease in the impairment of goodwill in the Cole Capital segment of $83.4 million from 2014 to 2015. The Company recorded an impairment of $223.0 million of goodwill in 2014, compared to an impairment of $139.7 million in 2015 as discussed in “ Note 10 – Fair Value Measures ” to our consolidated financial statements. There was also a decrease in the impairment of real estate assets of $8.7 million from an impairment of $100.5 million during the year ended December 31, 2014 , as compared to an impairment of $91.8 million in 2015.
2014 vs 2013 – The increase in impairments during the year ended December 31, 2014 primarily related to the impairment of goodwill of $223.0 million and impairment of intangible assets of $86.4 million, both in the Cole Capital segment. Additionally, impairments of real estate assets increased $97.2 million to $100.5 million for the year ended December 31, 2014 as compared to $3.3 million during the same period in 2013 .
Other (expense) income and tax benefit (provision)
The table below sets forth, for the periods presented, certain financial information and the dollar amount change year over year (dollars in thousands):
 
 
2015
 
2014
 
2013
 
2015 vs 2014
Increase/(Decrease)
 
2014 vs 2013 Increase/(Decrease)
Other (expense) income and tax benefit (provision):
 
 
 
 
 
 
 


 


Interest expense
 
$
(358,392
)
 
$
(452,648
)
 
$
(105,548
)
 
$
(94,256
)
 
$
347,100

Gain (loss) on extinguishment and forgiveness of debt, net
 
$
4,812

 
$
(21,869
)
 
$
—

 
$
26,681

 
$
(21,869
)
Other income, net
 
$
8,737

 
$
82,163

 
$
3,824

 
$
(73,426
)
 
$
78,339

Reserve for loan loss
 
$
(15,300
)
 
$
—

 
$
—

 
$
(15,300
)
 
$
—

Gain on disposition of interest in joint venture
 
$
6,729

 
$
—

 
$
—

 
$
6,729

 
$
—

Loss on derivative instruments, net
 
$
(1,460
)
 
$
(10,570
)
 
$
(67,946
)
 
$
(9,110
)
 
$
(57,376
)
Gain (loss) on investment securities
 
$
65

 
$
6,357

 
$
(2,206
)
 
$
(6,292
)
 
$
8,563

Loss on disposition of real estate, net
 
$
(72,311
)
 
$
(277,031
)
 
$
—

 
$
(204,720
)
 
$
277,031

Benefit from (provision for) income taxes
 
$
36,303

 
$
33,264

 
$
(2,195
)
 
$
3,039

 
$
35,459


Interest Expense
2015 vs 2014 – The decrease in interest expense during the year ended December 31, 2015 was primarily a result of a decrease in amortization expense in relation to a 2014 cumulative adjustment of amortization for premium on a loan in default of $16.7 million. The decrease also related to the decrease in total outstanding debt balance from $10.4 billion as of December 31, 2014 to $8.1 billion as of December 31, 2015, largely due to paying down $1.8 billion on the revolving credit facility as well as the prepayment of mortgage notes payable and assumption of debt by the buyer in property dispositions as discussed in “ Note 11 – Debt ” to our consolidated financial statements. These decreases were partially offset by an increase of $6.9 million in interest expense on bonds that were issued in February 2014.

47

2014 vs 2013 – The increase in interest expense during the year ended December 31, 2014 was due to an increase in the total outstanding debt balance to  $10.4 billion  in 2014 compared to $4.3 billion in 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, during the year ended December 31, 2014 , we recorded $32.6 million in interest expense as a result of the amortization of deferred financing costs associated with the termination of the available commitments from Barclays Bank PLC and other committed parties for up to $2.1 billion in senior secured term loans (the “Barclays Facility”).
Gain (Loss) on Extinguishment and Forgiveness of Debt, Net
2015 vs 2014 – A gain on extinguishment and forgiveness of debt, net of $4.8 million was recorded for the year ended December 31, 2015 , which primarily related to the foreclosure of the Company’s property in Bethseda, Maryland. During the year ended December 31, 2015 , the Company also repaid an aggregate of $548.9 million of mortgage notes payable prior to maturity or assumed by the buyer in a property disposition as compared to $1.6 billion repaid prior to maturity in 2014. In connection with the extinguishments, we paid prepayment fees totaling $102,000 and $35.9 million for the years ended December 31, 2015 and 2014, respectively, which are also included in gain (loss) on extinguishment and forgiveness of debt, net in the consolidated financial statements.
2014 vs 2013 – A loss on extinguishment and forgiveness of debt of $21.9 million was recorded for the year ended December 31, 2014 , which comprised of $35.9 million of prepayment fees related to the defeasance of mortgage notes payable and other corporate debt, partially offset by the write-off of $24.9 million of net premiums associated with the debt. There was no loss on extinguishment of debt recorded for the year ended December 31, 2013.
Other Income, Net
2015 vs 2014 – The decrease in other income, net during the year ended December 31, 2015 was primarily a result of a litigation settlement with RCS Capital Corporation in 2014, from which the Company received $60.0 million in connection with the unconsummated sale of Cole Capital as discussed in “ Note 18 – Related Party Transactions and Arrangements ” to our consolidated financial statements. The decrease also related to the decrease in interest income from investment securities, largely resulting from the sale of 15 CMBS for $158.0 million during the third quarter of 2014, as well as a decrease in interest income from mortgage notes receivable, two of which were repaid in the fourth quarter of 2014.
2014 vs 2013 – The increase in other income, net during the  year ended December 31, 2014 was primarily a result of the Company recording $60.0 million received as part of the settlement agreement with RCS Capital Corporation, as discussed above. 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, most of which were acquired in the Cole Merger.
Reserve for Loan Loss
The reserve for loan loss of $15.3 million for the year ended December 31, 2015 relates to an unsecured note from RCS Capital Corporation in connection with the unconsummated sale of Cole Capital, as discussed in “ Note 18 – Related Party Transactions and Arrangements ” to the consolidated financial statements. During the three months ended December 31, 2015 , the Company assessed the collectability of the note and determined it was unlikely to be repaid and recorded the reserve equal to the carrying value of the note.
Gain on Disposition of Interest in Joint Venture
Gain on disposition of interest in joint venture was $6.7 million for the year ended December 31, 2015 due to the disposition of the Company’s interest in one consolidated joint venture, as discussed in “ Note 6 – Real Estate Investments ” to our consolidated financial statements. There was no gain on sale of joint venture recorded during the same periods in 2014 or 2013 .
Loss on Derivative Instruments, Net
2015 vs 2014 – Loss on derivative instruments, net related to the ineffective portion of changes in fair value of cash flow hedges. The decrease in loss on derivative instruments, net for the year ended December 31, 2015 primarily related to the fact that we recorded a loss of $18.8 million for the year ended December 31, 2014 relating to the Series D embedded derivative, which was settled in connection with the redemption of the Series D Preferred Stock in the third quarter of 2014.
2014 vs 2013 – The decrease in loss on derivative instruments, net for the year ended December 31, 2014 as compared to the same period in 2013 was primarily related to a loss of $18.8 million recorded on the Series D embedded derivative, which was settled in connection with the redemption of the Series D Preferred Stock in 2014. 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.

48

Gain (Loss) on Investment Securities
2015 vs 2014 – There was a $65,000 gain on the sale of investment securities for the year ended December 31, 2015 compared to a gain of $6.4 million recorded in connection with the sale of the 15 CMBS we had acquired in the Cole Merger in 2014.
2014 vs 2013 – The gain on investment securities for the year ended December 31, 2014 related to a gain of $6.2 million recorded in connection with the sale of the 15 CMBS we had acquired in the Cole Merger. The loss for the year ended December 31, 2013  primarily related to a $2.3 million loss on the sale of investments in Series F 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. 
Loss on Disposition of Real Estate, Net
2015 vs 2014 – The loss on disposition of real estate and held for sale assets, net was $72.3 million for the year ended December 31, 2015 , which was primarily a result of the disposal of 228 properties and one property owned by a consolidated joint venture. The disposals include a portfolio of 109 Red Lobster ® restaurants for an aggregate gross sales price of $425.2 million and 68 CVS properties for an aggregate gross sales price of $318.3 million as well as various other properties for a combined gain on sale of $22.6 million, offset by $98.8 million of goodwill allocated in the cost basis of such properties. The loss was also related to the classification of 17 properties as held for sale as of December 31, 2015 , resulting in a loss of $3.2 million being recorded to reduce the properties down to their fair value less cost to sell.
2014 vs 2013 – The loss on disposition of real estate and held for sale assets, net for the year ended December 31, 2014 was $277.0 million , which largely consisted of loss on sale of real estate assets of $262.0 million, which included the write-off of $195.5 million of goodwill allocated to the cost basis of the Multi-tenant Portfolio. In addition, the aggregate loss for the year ended December 31, 2014 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. There was no loss on disposition of real estate and held for sale assets, net recorded for the year ended December 31, 2013.
Benefit from (Provision for) Income Taxes
2015 vs 2014 – The benefit from income taxes of $36.3 million for the year ended December 31, 2015 reflected an increase of $3.0 million from a benefit from income taxes of $33.3 million during the same period in 2014 . The increased benefit primarily related to a decrease in income taxes within the REI segment.
2014 vs 2013 – The operations of Cole Capital commenced in 2014 upon consummation of the Cole Merger. As such, the provision for income taxes of $2.2 million for the year ended December 31, 2013 reflect only those within the REI segment. For the year ended December 31, 2014 , the Company recorded a benefit of $33.3 million , primarily due to the loss before taxes of Cole Capital.


49

Non-GAAP Measures
Our results are presented in accordance with U.S. GAAP. We also disclose certain non-GAAP measures, as discussed further below. M anagement uses these non-GAAP financial measures in our internal analysis of results and believes these measures are useful to investors for the reasons explained below. These non-GAAP financial measures should not be considered as substitutes for any measures derived 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 the 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 the Company. AFFO, as defined by the Company, excludes from FFO non-routine 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 recoveries and extinguishment of debt cost. We also exclude certain non-cash items such as impairments of intangibles, straight-line rental revenue, unrealized gains or losses on derivatives, reserves for loan loss, gain (loss) on the extinguishment of forgiveness of debt, non-current portion of the tax benefit (expense), equity-based compensation and amortization of intangibles, deferred financing costs, above-market lease assets and below-market lease liabilities. 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. AFFO allows for a comparison of the performance of our operations with 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 income (loss) and cash flows from operating activities, as defined by U.S. GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the 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 income (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. 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 used to adjust FFO in order to calculate AFFO and its use as a non-GAAP financial performance measure.

50

The table below presents FFO and AFFO for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except share and per share data).
 
 
Year Ended December 31,
Consolidated
 
2015
 
2014
 
2013
Net loss
 
$
(323,492
)
 
$
(1,010,912
)
 
$
(507,815
)
Dividends on non-convertible preferred stock
 
(71,892
)
 
(71,094
)
 
—

Loss on real estate assets and interest in joint venture, net
 
65,582

 
277,031

 
—

Depreciation and amortization of real estate assets
 
817,469

 
844,527

 
210,976

Impairment of real estate
 
91,755

 
100,547

 
3,346

Proportionate share of adjustments for unconsolidated entities
 
5,744

 
9,037

 
—

FFO attributable to common stockholders and limited partners
 
585,166

 
149,136


(293,493
)
Acquisition related
 
6,243

 
38,940

 
76,113

Merger and other non-routine transactions, net of insurance recoveries
 
33,628

 
199,616

 
210,543

Impairment of intangible assets
 
213,339

 
309,444

 
—

Reserve for loan loss
 
15,300

 
—

 
—

Legal settlements
 
(1,250
)
 
(63,206
)
 
—

(Gain) loss on investment securities
 
(65
)
 
(6,357
)
 
2,206

Loss on derivative instruments, net
 
1,460

 
10,570

 
67,946

Interest on convertible obligation to preferred investors
 
—

 
—

 
10,802

Settlement of convertible obligations to preferred investors
 
—

 
—

 
13,749

Amortization of premiums and discounts on debt and investments, net
 
(19,183
)
 
(6,449
)
 
(1,677
)
Amortization of below-market lease liabilities, net of above-market lease assets
 
4,522

 
5,900

 
(178
)
Net direct financing lease adjustments
 
2,037

 
1,595

 
496

Amortization and write-off of deferred financing costs
 
33,998

 
91,922

 
29,161

Amortization of management contracts
 
25,903

 
68,537

 
—

Deferred tax benefit (1)
 
(52,242
)
 
(33,324
)
 
—

Gain (loss) on extinguishment and forgiveness of debt, net
 
(4,812
)
 
21,869

 
—

Straight-line rent
 
(82,398
)
 
(75,171
)
 
(15,272
)
Equity-based compensation, net of forfeitures
 
14,500

 
31,825

 
100,261

Other amortization and non-cash charges
 
3,840

 
2,727

 
172

Proportionate share of adjustments for unconsolidated entities
 
2,072

 
3,140

 
—

AFFO attributable to common stockholders and limited partners
 
$
782,058

 
$
750,714


$
200,829

 
 
 
 
 
 
 
Weighted-average shares of common stock outstanding - basic
 
903,360,763

 
793,150,098

 
205,341,431

Effect of dilutive securities (2)
 
26,013,303

 
44,502,144

 
25,223,423

Weighted-average shares of common stock outstanding - diluted (3)
 
929,374,066


837,652,242


230,564,854

AFFO attributable to common stockholders and limited partners per diluted share
 
$
0.84

 
$
0.90


$
0.87

____________________________________
(1)
This adjustment represents the non-current portion of the tax benefit recognized in net loss in order to show only the current portion of the benefit as an impact to AFFO.
(2)
Dilutive securities include OP Units, unvested restricted shares of common stock, certain unvested restricted stock units and convertible preferred stock, as applicable.
(3)
Weighted-average shares for all periods presented exclude the effect of the convertible debt as the strike price of each convertible debt instrument is greater than the price of the General Partner’s common stock as of the end of each reporting period presented. In addition, for the year ended December 31, 2015 , 1.4 million shares underlying restricted stock units that are contingently issuable have been excluded based on the Company’s level of achievement of certain performance targets through December 31, 2015 .


51

The table below presents FFO and AFFO for the REI segment for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except share and per share data).
 
 
Year Ended December 31,
REI segment:
 
2015
 
2014
 
2013
Net loss
 
$
(136,095
)
 
$
(714,238
)
 
$
(507,815
)
Dividends on non-convertible preferred stock
 
(71,892
)
 
(71,094
)
 
—

Loss on real estate assets and interest in joint venture, net
 
65,582

 
277,031

 
—

Depreciation and amortization of real estate assets
 
817,469

 
844,527

 
210,976

Impairment of real estate
 
91,755

 
100,547

 
3,346

Proportionate share of adjustments for unconsolidated entities
 
5,744

 
9,037

 
—

FFO attributable to common stockholders and limited partners

772,563


445,810


(293,493
)
 
 
 
 
 
 
 
Acquisition related
 
5,649

 
35,578

 
76,113

Merger and other non-routine transactions, net of insurance recoveries
 
33,628

 
197,647

 
210,543

Reserve for loan loss
 
15,300

 
—

 
—

Legal settlements
 
(1,250
)
 
(63,206
)
 
—

Unrealized gain on investment securities
 
(65
)
 
(6,357
)
 
2,206

Loss on derivative instruments, net
 
1,460

 
10,570

 
67,946

Interest on convertible obligation to preferred investors
 
—

 
—

 
10,802

Settlement of convertible obligations to preferred investors
 
—

 
—

 
13,749

Amortization of premiums and discounts on debt and investments, net
 
(19,183
)
 
(6,449
)
 
(1,677
)
Amortization of below-market lease liabilities, net of amortization of above-market lease assets
 
4,522

 
5,900

 
(178
)
Net direct financing lease adjustments
 
2,037

 
1,595

 
496

Amortization and write-off of deferred financing costs
 
33,998

 
91,922

 
29,161

Extinguishment of debt and forgiveness of debt, net
 
(4,812
)
 
21,869

 
—

Straight-line rent
 
(82,398
)
 
(75,171
)
 
(15,272
)
Equity-based compensation, net of forfeitures
 
5,672

 
22,304

 
100,261

Other amortization and non-cash charges
 
8

 
320

 
172

Proportionate share of adjustments for unconsolidated entities
 
2,072

 
3,140

 
—

AFFO attributable to common stockholders and limited partners

$
769,201


$
685,472


$
200,829

 
 
 
 
 
 
 
Weighted-average shares of common stock outstanding - basic
 
903,360,763

 
793,150,098

 
205,341,431

Effect of dilutive securities (1)
 
26,013,303

 
44,502,144

 
25,223,423

Weighted-average shares of common stock outstanding - diluted (2)

929,374,066


837,652,242


230,564,854

 
 
 
 
 
 
 
AFFO attributable to common stockholders and limited partners per diluted share

$
0.83


$
0.82


$
0.87

____________________________________
(1)
Dilutive securities include OP Units, unvested restricted shares of common stock, certain unvested restricted stock units and convertible preferred stock, as applicable.
(2)
Weighted-average shares for periods presented exclude the effect of the convertible debt as the strike price of each convertible debt instrument is greater than the price of the General Partner’s common stock as of the end of each reporting period presented. In addition, for the year ended December 31, 2015 , 1.4 million shares underlying restricted stock units that are contingently issuable have been excluded based on the Company’s level of achievement of certain performance targets through December 31, 2015 .

52

The table below presents FFO and AFFO for the Cole Capital segment for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except share and per share data).
 
 
Year Ended December 31,
Cole Capital segment:
 
2015
 
2014
 
2013
Net loss
 
$
(187,397
)
 
$
(296,674
)
 
$
—

FFO attributable to common stockholders and limited partners

(187,397
)

(296,674
)

—

 
 
 
 
 
 
 
Acquisition related
 
594

 
3,362

 
—

Merger and other non-routine transactions, net of insurance recoveries
 
—

 
1,969

 
—

Impairment of intangible assets
 
213,339

 
309,444

 
—

Amortization of Management Contracts
 
25,903

 
68,537

 
—

Deferred tax benefit (1)
 
(52,242
)
 
(33,324
)
 
—

Equity-based compensation, net of forfeitures
 
8,828

 
9,521

 
—

Other amortization and non-cash charges
 
3,832

 
2,407

 
—

AFFO attributable to common stockholders and limited partners

$
12,857


$
65,242


$
—

 
 
 
 
 
 
 
Weighted-average shares of common stock outstanding - basic
 
903,360,763

 
793,150,098

 
205,341,431

Effect of dilutive securities (2)
 
26,013,303

 
44,502,144

 
25,223,423

Weighted-average shares of common stock outstanding - diluted (3)

929,374,066


837,652,242


230,564,854

 
 
 
 
 
 
 
AFFO attributable to common stockholders and limited partners per diluted share

$
0.01


$
0.08


$
—

_________________________________
(1)
This adjustment represents the non-current portion of the tax benefit recognized in net loss in order to show only the current portion of the benefit or provision as an impact to AFFO.
(2)
Dilutive securities include limited partnership interests in the Operating Partnership, unvested restricted shares of common stock, certain unvested restricted stock units and convertible preferred stock, as applicable.
(3)
Weighted-average shares for all periods presented exclude the effect of the convertible debt as the strike price of each convertible debt instrument is greater than the price of the Company’s common stock as of the end of each reporting period presented. In addition, for the three months ended December 31, 2015 , 1.4 million of shares underlying restricted stock units that are contingently issuable have been excluded based on the Company’s level of achievement of certain performance targets through December 31, 2015 .
Liquidity and Capital Resources
In the normal course of business, our principal demands for funds will be for the reduction of the outstanding balance of our Credit Facility and the payment of operating expenses, including legal expenses, distributions to our investors, and for the payment of principal and interest on our other outstanding indebtedness. We expect that our cash needs will be provided by proceeds from dispositions and 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 to cover such obligations, as necessary.
As of December 31, 2015 , we had $69.1 million of cash and cash equivalents.
Sources of Funds
Capital Markets
A primary source of liquidity for the Company has been the debt and equity capital markets, as discussed in “ Note 16 –  Equity ” to our consolidated financial statements. However, our access to capital and terms of future financings have been adversely affected by our credit rating downgrade and loss of eligibility to register the offer and sale of our securities on a registration statement on Form S-3. Our ability to take advantage of future capital raise opportunities will depend on us continuing to timely file our periodic reports required with the SEC.
Credit Facility
Availability of Funds
We, as guarantor, and the Operating Partnership, as borrower, are parties to the Credit Facility with Wells Fargo, National Association, as administrative agent, and the other lenders party thereto.

53

The Credit Facility allows for maximum borrowings of $3.3 billion , consisting of a $1.0 billion term loan facility and a $2.3 billion revolving credit facility. The Credit Facility includes an accordion feature, which, if exercised in full, allows the Company to increase the aggregate commitments under the Credit Facility to $4.7 billion , subject to the receipt of such additional commitments and the satisfaction of certain customary conditions. As of December 31, 2015 , a maximum of $1.8 billion was available to the Operating Partnership for future borrowings, subject to borrowing availability.
Disposition Activity
As part of our effort to optimize our real estate portfolio by focusing on holding core assets, during the year ended December 31, 2015 , we disposed of 228 properties, including two properties owned by consolidated joint ventures, and one property owned by a consolidated joint venture, whose only assets consisted of investments in three unconsolidated joint ventures, for aggregate sales price of $1.5 billion , of which our share was $1.4 billion based on its ownership interest in the respective consolidated joint ventures, resulting in consolidated proceeds of $1.0 billion after disposition fees and debt assumptions. As of December 31, 2015 , we also had 17 properties classified as held for sale, for which we recorded a loss of $3.2 million . We expect to continue to explore opportunities to sell additional properties as we pay off outstanding debt and reduce our borrowings under the Credit Facility, which will reduce our overall leverage and provide us further financial flexibility.
Principal Use of Funds
During the next 12 months, we expect that our cash requirements will include paying distributions to our stockholders, making scheduled interest payments on our Senior Notes, Convertible Notes (defined below), mortgage notes payable and other debt (as more fully described below) and our Credit Facility, paying legal expenses, as well as other normal recurring operating expenses.
Credit Facility
Summary and Obligations
As of December 31, 2015 , our outstanding balance under the Credit Facility was $1.5 billion , following our repayment of amounts under the revolving portion of the Credit Facility during the year ended December 31, 2015 of $1.8 billion , of which $0.5 billion bore a floating interest rate of 2.04% at December 31, 2015 . 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 our credit rating, the interest rate on this portion was 3.29% at December 31, 2015 .
Th revolving credit facility generally bears interest at an annual rate of London Inter-Bank Offer Rate (“LIBOR”) plus 1.00% to 1.80% or Base Rate plus 0.00% to 0.80% (based upon our 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 our then current credit rating). 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 a majority of the lenders (or automatically upon a bankruptcy event of default with respect to the OP or the General Partner), the commitments of the lenders under the Credit Facility will mature, and payment of any unpaid amounts in respect of the Credit Facility will be 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 the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the revolving credit facility. In addition, the OP incurs customary administrative agent, letter of credit issuance, letter of credit fronting, extension and other fees.

54

Credit Facility Covenants
The Credit Facility requires restrictions on corporate guarantees, as well as the maintenance of certain financial covenants. The key financial covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement include maintaining the following:
Unsecured Credit Facility Key Covenants
 
Required
Minimum tangible net worth
 
≥ $5.5 B
Ratio of total indebtedness to total asset value
 
≤ 60%
Ratio of adjusted EBITDA to fixed charges
 
≥ 1.5x
Ratio of secured indebtedness to total asset value
 
≤ 45%
Ratio of unsecured indebtedness to unencumbered asset value
 
≤ 60%
Ratio of unencumbered adjusted NOI to unsecured interest expense
 
≥ 1.75x
Minimum unencumbered asset value
 
≥ $8.0 B
For the purposes of determining unencumbered asset value, the Company is permitted to include restaurant properties representing more than 30% of its unencumbered asset value in such calculation such that: (i) from July 1, 2015 to June 29, 2016, up to 40% of the unencumbered asset value may be comprised of restaurant properties; and (ii) from June 30, 2016 to December 30, 2016, up to 35% of the unencumbered asset value may be comprised of restaurant properties. From December 31, 2016, the maximum percentage of unencumbered asset value attributable to restaurant properties will be reduced back down to 30% .
The Company believes that it was in compliance with the Credit Agreement and is not restricted from accessing any borrowings under the Credit Facility as of December 31, 2015 .
Corporate Bonds
Summary and Obligations
On February 6, 2014, the Operating Partnership 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 the 2019 Notes, the “Senior Notes”). The Senior Notes are guaranteed by the General Partner.
Bond Covenants
The indenture governing the Senior Notes requires that the Company be in compliance with certain key financial covenants, including maintaining the following:
Corporate Bond Key Covenants
 
Required
Limitation on incurrence of total debt
 
≤ 65%
Limitation on incurrence of secured debt
 
≤ 40%
Debt service coverage ratio
 
≥ 1.5x
Maintenance of total unencumbered assets
 
≥ 150%
There were no changes to the covenants or interest rates of our Senior Notes during the year ended December 31, 2015 . As of December 31, 2015 , the Company believes that it was in compliance with these covenants based on the covenant limits and calculations in place at that time.
Convertible Debt
Summary and Obligations
On July 29, 2013, the Company issued $300.0 million aggregate principal amount of convertible senior notes due 2018 (the “2018 Convertible Notes”) and, pursuant to an over-allotment exercise by the underwriters of such 2018 Convertible Notes offering, issued an additional $10.0 million aggregate principal amount of its 2018 Convertible Notes on August 1, 2013. On December 10, 2013, the Company issued an additional $287.5 million of the 2018 Convertible Notes through a reopening of the indenture governing the 2018 Convertible Notes. Also on December 10, 2013, the Company issued $402.5 million aggregate principal amount of convertible senior notes due 2020 (the “2020 Convertible Notes and together with the 2018 Convertible Notes, the “Convertible Notes”). The 2018 Convertible Notes have a weighted average interest rate of 3.00% , a conversion rate of 60.5997 and mature on

55

August 1, 2018 and the 2020 Convertible Notes have a weighted average interest rate of 3.75% , a conversion rate of 66.7249 and 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. There were no changes to the terms of our Convertible Notes during the year ended December 31, 2015 .
Mortgage Notes Payable and Other Debt
Summary and Obligations
As of December 31, 2015 , we had non-recourse mortgage indebtedness of $3.0 billion , which was collateralized by 654 properties, reflecting a decrease from December 31, 2014 of $649.9 million derived primarily from our disposition activity during the period from January 1, 2015 to December 31, 2015. Our mortgage indebtedness bore interest at the weighted-average rate of 5.08% per annum and had a weighted-average maturity of 5.1 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.
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 require 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, 2015 , the Company believes that it was in compliance with the debt covenants under its respective loan agreements, except for a loan in default with a principal balance of $38.1 million that is described below.
On March 6, 2015, the Company received a notice of default from the lender of a non-recourse loan, with a principal balance of $38.1 million as of December 31, 2015 , due to the Company’s failure to pay a reserve payment required per the loan agreement. Due to the default, the Company is currently accruing interest at the default rate of interest of 10.68% per annum. The Company is engaged with the servicer to complete foreclosure proceedings. The default on the loan did not result in a cross default on our other indebtedness.
Restrictions on Loan Covenants
Our mortgage loan obligations generally restrict corporate guarantees and require the maintenance of financial covenants, including 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. The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At December 31, 2015 , the Company believes that it was in compliance with the debt covenants under the mortgage loan agreements, except for a loan in default as described above and in “ Note 11 – Debt ” to our consolidated financial statements.
Other Debt
Availability of Funds
As of December 31, 2015 , the Company had a secured term loan from KBC Bank, N.V. with an outstanding principal balance of $33.5 million and remaining unamortized premium of $0.3 million (the “KBC Loan”). The interest coupon on the KBC Loan is fixed at 5.81% annually until its maturity in January 2018. The KBC Loan is non-recourse to the Company, subject to limited non-recourse exceptions. The KBC Loan provides for monthly payments of both principal and interest. The scheduled principal repayments subsequent to December 31, 2015 are $12.5 million , $7.7 million and $13.3 million for the years ended December 31, 2016 , 2017 and 2018 , respectively.
Dividends
On December 23, 2014 and in connection with amendments to the Credit Agreement, the Company agreed to suspend the payment of dividends on its common stock until we complied with certain periodic financial reporting and related requirements set forth in such amendments. On March 30, 2015, the Company satisfied these periodic financial reporting and related requirements. On August 5, 2015, the Board of Directors authorized, and the Company declared, a quarterly dividend of $0.1375 per share of common stock for each of the third and fourth quarters of 2015 (representing an annualized dividend rate of $0.55 per share), which was paid on October 15, 2015 and January 15, 2016 to holders of record as of September 30, 2015 and December 31, 2015, respectively.
Our Series F Preferred Stock, as discussed in “ Note 16 –  Equity ” to our consolidated financial statements, will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share on an annual basis). As of December 31, 2015 , there were approximately 42.8 million shares of Series F Preferred Stock(and approximately 42.8 million corresponding Series F Preferred Units that were issued to the General Partner) and 86,874 Limited Partner Series F Preferred Units that were issued and outstanding.

56

Contractual Obligations
The following is a summary of our contractual obligations as of December 31, 2015 (in thousands):
 
 
Total
 
Less than
1 year
 
1-3 years
 
4-5 years
 
More than
5 years
Principal payments - mortgage notes and other debt
 
$
3,073,345

 
$
228,522

 
$
644,455

 
$
570,587

 
$
1,629,781

Interest payments - mortgage notes and other debt (1) (2)
 
742,100

 
149,078

 
236,718

 
193,082

 
163,222

Principal payments - Credit Facility
 
1,460,000

 
—

 
1,460,000

 
—

 
—

Interest payments - Credit Facility (1) (2)
 
112,946

 
44,363

 
68,583

 
—

 
—

Principal payments - corporate bonds
 
2,550,000

 
—

 
1,300,000

 
750,000

 
500,000

Interest payments - corporate bonds
 
284,452

 
71,500

 
93,528

 
48,188

 
71,236

Principal payments - convertible debt
 
1,000,000

 
—

 
597,500

 
402,500

 
—

Interest payments - convertible debt
 
121,105

 
33,019

 
58,569

 
29,517

 
—

Operating and ground lease commitments
 
356,913

 
23,630

 
43,020

 
39,651

 
250,612

Build-to-suit commitments
 
3,660

 
3,660

 
—

 
—

 
—

Total
 
$
9,704,521

 
$
553,772

 
$
4,502,373

 
$
2,033,525

 
$
2,614,851

____________________________________
(1)
As of  December 31, 2015 , we had  $248.1 million  of variable rate mortgage notes and $1.0 billion of variable rate debt on the Credit Facility effectively fixed through the use of interest rate swap agreements. We used the effective interest rates fixed under our swap agreements to calculate the debt payment obligations in future periods.
(2)
Interest payments due in future periods on the $0.5 million of variable rate debt payment obligations were calculated using a forward LIBOR curve.
Cash Flow Analysis for the year ended December 31, 2015
Operating Activities – The level of cash flows 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. During the year ended December 31, 2015 , net cash provided by operating activities  increased $364.1 million to $867.0 million from $502.9 million . The increase was primarily due to an increase in revenue, excluding non-cash adjustments, of $59.2 million , a decrease in merger and other transaction expenses of $87.7 million , a decrease in prepayment fees and penalties relating to debt repayment of $35.9 million and a decrease in the net change in assets and liabilities of $206.4 million .
Investing Activities – Net cash provided by investing activities for the year ended December 31, 2015 increased $3.5 billion to $932.6 million from net cash used in investing activities in 2014 of $2.6 billion . The increase in cash flow primarily related to a decrease in cash paid for real estate assets of $3.5 billion and a decrease in cash paid for real estate businesses of $756.2 million , both as a result of a decrease in acquisition activity as compared to the same period in the prior year. The increase was partially offset by a decrease in cash proceeds from the disposition of real estate assets of $589.7 million , driven primarily by the sale of the multi-tenant portfolio in 2014.
Financing Activities – Net cash used in financing activities increased $4.5 billion to $2.1 billion during the year ended December 31, 2015 from net cash provided by financing activities of $2.4 billion . The increase was primarily related to a decrease in proceeds from the issuance of corporate bonds of $2.5 billion and an increase in net payments on the Credit Facility of $1.6 billion , combined with a decrease in the proceeds from the issuance of common stock, net of offering costs, of $1.6 billion , all of which related to the fact that the Company raised more capital to fund large acquisitions in the prior period. The increase was partially offset by a decrease in distributions paid of $714.9 million .
Cash Flows for the year ended December 31, 2014
Operating Activities – During the year ended December 31, 2014, net cash provided by operating activities was $502.9 million . 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 .
Investing Activities – 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 the merger of CCPT with and into a direct subsidiary of the General Partner (the “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 .

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Financing Activities – 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.
Cash Flows for the year ended December 31, 2013
Operating Activities – During the year ended December 31, 2013, net cash used in operating activities was $11.9 million . 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.
Investing Activities – 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 total cash consideration of $878.9 million for acquisitions, 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 sale of investment securities of $119.5 million .
Financing Activities – 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 of proceeds from the issuance of convertible debt, $288.0 million of proceeds from the issuance of Series D Preferred Stock and $30.9 million of contributions from non-controlling interest holders. These inflows were partially offset by common stock repurchases of  $359.2 million ,  $101.2 million  of deferred financing cost payments and total distributions paid of  $243.1 million .
Election as a REIT
The General Partner elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2011. As a REIT, except as discussed below, the General Partner 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 deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner 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. 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, 2015 .
The Operating Partnership is classified as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not a taxable entity for U.S. 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. Under the LPA, the Operating Partnership is required to conduct business in such a manner as to permit the General partner at all times to qualify as a REIT.
The Company conducts substantially all of its Cole Capital segment 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, the 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.
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.

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Related Party Transactions and Agreements
In the past, we entered into certain agreements and paid certain fees or reimbursements to the Former Manager and its affiliates. As of December 31, 2014, as a result of the departure of certain executive officers (one of whom was a director) in the fourth quarter of 2014, the Former Manager and its affiliates were no longer affiliated with us. Accordingly, there have been no related party transactions to report during the year ended December 31, 2015 aside from those with the Managed REITs, as further described below.
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 18 – 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.
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 manage 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 have limited operations in Canada and thus, are not exposed to material foreign currency fluctuations.
Interest Rate Risk
As of December 31, 2015 , our debt included fixed-rate debt, including debt that has interest rates that are fixed with the use of derivative instruments, with a fair value and carrying value of $8.2 billion and $7.9 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 the 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, 2015 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 $181.7 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 $284.0 million .
As of December 31, 2015 , our debt included variable-rate debt with an aggregate fair value and carrying value of $0.1 billion and $0.2 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, 2015 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 $1.4 million annually.
As the information presented above includes only those exposures that existed as of December 31, 2015 , it does not consider exposures or positions arising after that date. The information presented 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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Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. As discussed in “Item 1. Business” as well as “Item 1A. Risk Factors” the Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction of our cash flows or material losses to us.
The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs ( i.e. , expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.
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 the General Partner
For purposes of the discussion in this Part I of Item 9A, the “Company” refers to the General Partner.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that   information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2015 and determined that the disclosure controls and procedures were effective as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that our internal control over financial reporting was effective as of December 31, 2015.
The effectiveness of our internal control over financial reporting as of December 31, 2015  has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report in  this Annual Report on Form 10-K.

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Remediation of Material Weaknesses
Management concluded that the nine material weaknesses disclosed in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2014 have been fully remediated as of December 31, 2015, as described below.
Disclosure Controls and Procedures 
Material weakness – The Company’s disclosure controls and procedures were not properly designed or implemented to provide reasonable assurance that SEC filings correctly reflected the information in the Company’s records and were reviewed by senior management on a timely basis and that significant changes to SEC filings were communicated to the Audit Committee. In addition, the Company did not have appropriate controls over the formulation and disclosure of AFFO and AFFO per share guidance or the periodic re-assessment of the Company’s ability to meet its guidance.
Remediation – The Company has established a chartered disclosure committee that is responsible to ensure the timeliness, accuracy, completeness and quality of the Company’s SEC filings and other public disclosures. The Company has also enhanced and formalized the procedures for the review and approval of annual and quarterly SEC reports by the Audit Committee and management, including financial reporting sub-certification and tie-out procedures.
Control Environment 
Material weakness – 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.
Remediation – The Company has a new executive management team and has reconstituted the board of directors. The Company is committed to establishing a culture of compliance, integrity and transparency and this commitment and expectation has been communicated to all employees. Management conducted a comprehensive review of the Company’s corporate compliance policies, entity level controls and programs and formalized documentation of key policies and procedures, as well as designed and implemented internal controls. For example, the Company designed and implemented controls to provide appropriate reviews of the Company’s significant accounting policies and estimates and formalized the processes surrounding assessing accounting adjustments and the calculation and presentation of AFFO and AFFO guidance. The Company also provided training to senior management and accounting personnel on ethics, reporting procedures and other key topics as well as a review of the Company’s whistleblower hotline policies and procedures.
Related Party Transactions and Conflicts of Interest
Material weakness – 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.
Remediation – The Company has enhanced the controls related to the 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 related person transaction policy administered by the Nominating and Corporate Governance Committee. In addition, there are no ongoing business activities between the Company and the Former Manager and its affiliates.
Equity-based Compensation  
Material weakness – The Company did not maintain appropriate controls over various grants of equity-based compensation.
Remediation – The Company has implemented new internal controls over the authorization, documentation, issuance, administration and accounting for equity-based compensation. The Compensation Committee approves any equity award made to an executive officer, and has delegated authority to the Chief Executive Officer to grant equity awards of a limited amount to non-executive officers. Equity-based compensation tracking and recordkeeping has been further improved through the use of equity tracking software.
Accounting Close Process  
Material weakness – The Company did not have consistent policies and procedures relating to purchase accounting, accounting for gain or loss on disposition and testing for impairment.

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Remediation – The Company has standardized its internal accounting close process and documented its key accounting policies and procedures, including those relating to purchase accounting, accounting for gain or loss on disposition and testing for impairment. In addition, the Company has designed and implemented internal controls within its accounting close process to ensure that closing activities, such as reconciliations, journal entry reviews and comprehensive financial analysis, are performed and reviewed timely.
Critical Accounting Estimates and Non-Routine Transactions  
Material weakness – 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.
Remediation – The Company has documented critical accounting policies and established internal controls in which senior management reviews and approves all critical accounting estimates and non-routine transactions as part of the financial close and reporting processes.
Cash Reconciliations and Monitoring    
Material weakness – The Company did not implement appropriate controls to record payments received and to reconcile its cash receipts and bank accounts on a timely basis.
Remediation – The Company has documented treasury and accounting policies and procedures, implemented controls over identified individuals responsible for the monitoring and timely reconciliation of cash accounts and has reviewed all bank accounts associated with the Company.
Information Technology General Controls  –  Access, Authentication and Information Technology Environment  
Material weakness – 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 restrictions; and (e) segregation of duties.
Remediation – 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.
Information Technology General Controls Over Management of Third Party Service Providers 
Material weakness – The Company did not have adequate controls over the transition from an affiliate of the Former Manager of systems and infrastructure, programs, data and processes, which were significant to the Company’s financial reporting process,.
Remediation – The Information Technology department now requires all service providers to have the appropriate contracts and service level agreements in place prior to the initiation of any services.
Changes in Internal Control over Financial Reporting
Other than the remediation activities described above, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2015 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to provide reasonable assurance that   information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating

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the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2015 and determined that the disclosure controls and procedures were effective as of that date.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and management has concluded that our internal control over financial reporting was effective as of December 31, 2015.
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

To the Board of Directors and Stockholders of
VEREIT, Inc.
Phoenix, AZ

We have audited the internal control over financial reporting of VEREIT, Inc. (“the Company”) (formerly American Realty Capital Properties, Inc.) and subsidiaries (the "Company") as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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. 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 by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2015 of the Company and our report dated February 23, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedules.

/s/ DELOITTE & TOUCHE LLP

February 23, 2016
Phoenix, AZ

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Item 9B. Other Information.
The following disclosure would have otherwise been filed in a Current Report on Form 8-K under the heading “Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.”
Effective February 23, 2016 (the “Effective Date”), VEREIT, Inc. (the “Company”) entered into new employment agreements with Paul McDowell, EVP and Chief Operating Officer (the “McDowell Employment Agreement”) and Thomas Roberts, EVP and Chief Investment Officer (the “Roberts Employment Agreement”).
Employment Agreement with Paul McDowell
The McDowell Employment Agreement supersedes and replaces in all respects that agreement entered into between Mr. McDowell and the Company on January 8, 2014, which assumed Mr. McDowell’s previous employment agreement dated as of September 24, 2013. As of the Effective Date, the agreement provides Mr. McDowell with a minimum annual base salary of $500,000 which will be subject to periodic review by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors. The Employment Letter provides for a target annual cash bonus (the “Target Bonus”) equal to 100% of Mr. McDowell’s then-effective base salary, subject to the achievement of performance goals established by the Compensation Committee in consultation with the Chief Executive Officer. Mr. McDowell will also be entitled to receive annual long-term incentive equity awards, as determined by the Compensation Committee in consultation with the Chief Executive Officer, on the same basis as equity awards made generally to other senior executives of the Company. On February 23, 2016, Mr. McDowell was granted a number of restricted stock units under the VEREIT, Inc. Equity Plan (the “Equity Plan”) with a fair market value equal to $875,000 determined based upon the closing price of the Company’s common stock, par value $0.01 per share, on the New York Stock Exchange on the Effective Date. Half of the award will vest in equal installments on each of the three anniversaries of the Effective Date, assuming Mr. McDowell’s continued employment, and half of the award will vest based upon Mr. McDowell’s continued employment and the achievement of certain specified performance conditions that measure total shareholder return equally against each of a specified peer group and specified market index measured from January 1, 2016 to December 31, 2018. The award will be subject to the terms and conditions of the applicable award agreements granting such award and the Equity Plan.
Mr. McDowell will be entitled to reimbursement for reasonable business expenses in accordance with the Company’s policy and reasonable travel and entertainment expenses incurred in connection with conducting Company business.
If Mr. McDowell’s employment with the Company should terminate due to his death or at the election by the Company due to his Disability (as defined in the McDowell Employment Agreement), then the Company will provide Mr. McDowell with the accrued benefits (the “Accrued Benefits”) (comprised of (i) any unpaid base salary through the termination date in accordance with the Company’s payroll practices, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date in accordance with the Company’s expense reimbursement policy and (iii) all other payments or benefits to which Mr. McDowell is entitled under the terms of any applicable compensation arrangement or benefit plan or program which will be paid or provided in accordance with the terms of such arrangement, plan or program) and any accrued but unpaid annual cash bonus for the year prior to the year of termination, if applicable. In addition, any outstanding equity award granted to Mr. McDowell from the Effective Date until April 1, 2018 will vest on a pro rata basis calculated by dividing the amount of months elapsed since issuance by the applicable term of a time-based award or the performance measurement period of a performance-based award.
If Mr. McDowell’s employment with the Company should terminate at the election of the Company without Cause (as defined in the McDowell Employment Agreement), or upon a resignation by Mr. McDowell for Good Reason (as defined in the McDowell Employment Agreement), each being a “Qualifying Termination,” then the Company will pay Mr. McDowell (i) the Accrued Benefits, (ii) any accrued but unpaid annual cash bonus for the calendar year prior to the year in which termination occurs, and (iii) an amount equal to the sum of: (a) 12 months of Mr. McDowell’s then-effective base salary; and (b) the Target Bonus for the year of termination, payable in equal installments over the 12-month period following the date of the Qualifying Termination. Upon such a Qualifying Termination, Mr. McDowell will also be entitled to continued medical coverage until the earliest of: (i) one year following the date of the Qualifying Termination; and (ii) such time as Mr. McDowell secures other medical coverage. Upon a Qualifying Termination, all outstanding equity awards granted to Mr. McDowell from the Effective Date until April 1, 2018 will vest in full (performance-based restricted stock units will vest at target levels of performance) and thereafter all outstanding equity awards will vest according to their terms. In order to receive any of the payments or benefits outlined herein relating to a Qualifying Termination, Mr. McDowell must execute, and not revoke, a fully effective release of claims, substantially in the form attached to the McDowell Employment Agreement, within 45 days following the termination of his employment.
The McDowell Employment Agreement was also conditioned upon the execution of an Employee Confidentiality and Non-Competition Agreement (the “Confidentiality and Non-Competition Agreement”).

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Finally, Mr. McDowell executed an indemnification agreement in substantially the same form previously executed by Glenn J. Rufrano with the Company, which was filed as Exhibit 10.2 to a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on March 16, 2015.
Employment Agreement with Thomas Roberts
The Roberts Employment Agreement supersedes and replaces in all respects that agreement entered into between Mr. Roberts and the Company on May 11, 2015. As of the Effective Date, the Roberts Employment Agreement provides Mr. Roberts with a minimum annual base salary of $500,000 which will be subject to periodic review by the Compensation Committee. The Roberts Employment Agreement provides for a target annual cash bonus (the “Target Bonus”) equal to 100% of Mr. Roberts’ then-effective base salary, subject to the achievement of performance goals established by the Compensation Committee in consultation with the Chief Executive Officer. Mr. Roberts will also be entitled to receive annual long-term incentive equity awards, as determined by the Compensation Committee in consultation with the Chief Executive Officer, on the same basis as equity awards made generally to other senior executives of the Company. On February 23, 2016, Mr. Roberts was granted a number of restricted stock units under the Equity Plan with a fair market value equal to $1.2 million determined based upon the closing price of the Company’s common stock, par value $0.01 per share, on the New York Stock Exchange on the Effective Date. Half of the award will vest in equal installments on each of the three anniversaries of the Effective Date assuming Mr. Roberts’ continued employment, and half of the award will vest based upon Mr. Roberts’ continued employment and the achievement of certain specified performance conditions that measure total shareholder return equally against each of a specified peer group and specified market index measured from January 1, 2016 to December 31, 2018. The award will be subject to the terms and conditions of the applicable award agreements granting such award and the Equity Plan.
Mr. Roberts will be entitled to reimbursement for reasonable business expenses in accordance with the Company’s policy and reasonable travel and entertainment expenses incurred in connection with conducting Company business.
If Mr. Roberts’ employment with the Company should terminate due to his death or at the election of the Company due to his Disability (as defined in the Roberts Employment Agreement), then the Company will provide Mr. Roberts with the accrued benefits (the “Accrued Benefits”) (comprised of (i) any unpaid base salary through the termination date in accordance with the Company’s payroll practices, (ii) reimbursement for any unreimbursed business expenses incurred through the termination date in accordance with the Company’s expense reimbursement policy and (iii) all other payments or benefits to which Mr. Roberts is entitled under the terms of any applicable compensation arrangement or benefit plan or program which will be paid or provided in accordance with the terms of such arrangement, plan or program) and any accrued but unpaid annual cash bonus for the year prior to the year of termination, if applicable. In addition, any outstanding equity award granted to Mr. Roberts from the Effective Date until April 1, 2018 will vest on a pro rata basis calculated by dividing the amount of months elapsed since issuance by the applicable term of a time-based award or the performance measurement period of a performance-based award.
If Mr. Roberts’ employment with the Company should terminate at the election of the Company without Cause (as defined in the Roberts Employment Agreement), or upon a resignation by Mr. Roberts for Good Reason (as defined in the Roberts Employment Agreement), each being a “Qualifying Termination,” then the Company will pay Mr. Roberts (i) the Accrued Benefits, (ii) any accrued but unpaid annual cash bonus for the calendar year prior to the year in which termination occurs, and (iii) an amount equal to the sum of: (a) 12 months of Mr. Roberts’s then-effective base salary; and (b) the Target Bonus for the year of termination, payable in equal installments over the 12-month period following the date of the Qualifying Termination. Upon such a Qualifying Termination, Mr. Roberts will also be entitled to continued medical coverage until the earliest of: (i) one year following the date of the Qualifying Termination; and (ii) such time as Mr. Roberts secures other medical coverage. Upon a Qualifying Termination, all outstanding equity awards granted to Mr. Roberts from the Effective Date until April 1, 2018 will vest in full (performance-based restricted stock units will vest at target levels of performance) and thereafter all outstanding equity awards will vest according to their terms. In order to receive any of the payments or benefits outlined herein relating to a Qualifying Termination, Mr. Roberts must execute, and not revoke, a fully effective release of claims, substantially in the form attached to the Roberts Employment Agreement, within 45 days following the termination of his employment.
The Roberts Employment Agreement was also conditioned upon the execution of an Employee Confidentiality and Non-Competition Agreement (the “Confidentiality and Non-Competition Agreement”).
Finally, Mr. Roberts executed an indemnification agreement in substantially the same form previously executed by Glenn J. Rufrano with the Company, which was filed as Exhibit 10.2 to a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on March 16, 2015.
The foregoing descriptions of the terms of the McDowell and Roberts Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the Employment Agreements which are exhibits to the Company’s Annual Report on Form 10-K.

66

PART III
Item 10. Directors, Executive Officers and Corporate Governance.
This information will be contained in our definitive proxy statement for the 2016 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the Proxy Statement and is incorporated herein by reference.


67

PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
The Financial Statements are included herein at pages F-1 through F-89.
Financial Statement Schedules
Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-90 through F-227.
Schedule IV - Mortgage Loans Held for Investment is included herein on page F-228.
Exhibits
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No.
 
Description
2.1 (1)
 
Agreement and Plan of Merger by and among VEREIT, Inc., VEREIT 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, VEREIT, Inc., VEREIT 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 VEREIT 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 VEREIT, Inc., American Realty Capital Trust IV, Inc., Thunder Acquisition, LLC, VEREIT 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 VEREIT, Inc., VEREIT 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 (6)
 
Second Amendment dated as of October 11, 2013 to the Agreement and Plan of Merger, dated as of July 1, 2013, by and among VEREIT, Inc., VEREIT 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 VEREIT, Inc., Cole Real Estate Investments, Inc. and Clark Acquisition, LLC.**
3.1 (2)
 
Articles of Amendment and Restatement of VEREIT, Inc.
3.2 (4)
 
Articles Supplementary Relating to the Series A Convertible Preferred Stock of VEREIT, Inc., dated May 10, 2012.
3.3 (5)
 
Articles Supplementary Relating to the Series B Convertible Preferred Stock of VEREIT, Inc., dated July 24, 2012.
3.4 (9)
 
Articles Supplementary for the Series C Convertible Preferred Stock of VEREIT, Inc., dated June 6, 2013.
3.5 (37)
 
Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., effective July 2, 2013.
3.6 (12)
 
Articles Supplementary for the Series D Cumulative Convertible Preferred Stock of VEREIT, Inc., filed November 8, 2013.
3.7 (13)
 
Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., effective December 9, 2013.
3.8 (24)
 
Articles Supplementary Relating to the 6.70% Series F Cumulative Redeemable Preferred Stock of VEREIT, Inc., dated January 2, 2014.
3.9 (35 )
 
Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., dated July 28, 2015.
3.10 (21 )
 
Articles Supplementary to Articles of Amendment and Restatement of VEREIT, Inc., dated August 5, 2015
3.11 (26)
 
Amended and Restated bylaws of VEREIT, Inc., effective as of January 1, 2016.
3.12 (36 )
 
Certificate of Limited Partnership of VEREIT Operating Partnership, L.P.
3.13 (21 )
 
Amendment to Certificate of Limited Partnership of VEREIT Operating Partnership, L.P., effective July 28, 2015.
4.1  (28)
 
Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P., effective January 3, 2014.
4.2 (21 )
 
First Amendment to Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P., dated January 26, 2015.

68

Exhibit No.
 
Description
4.3 (21 )
 
Second Amendment to Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P., dated July 28, 2015.
4.4 (11)
 
Indenture, dated as of July 29, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee.
4.5 (11)
 
First Supplemental Indenture, dated as of July 29, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee.
4.6 (18)
 
Form of 3.00% Convertible Senior Notes due 2018.
4.7 (18)
 
Second Supplemental Indenture, dated as of December 10, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee.
4.8 (18)
 
Form of 3.75% Convertible Senior Notes due 2020.
4.9 (26)
 
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.
4.10 (26)
 
Officers’ Certificate, dated as of February 6, 2014.
4.11 (26)
 
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 (3)
 
Equity Plan, effective September 5, 2011 of VEREIT, Inc.
10.2 (23)
 
First Amendment to VEREIT, Inc.’s Equity Plan, effective November 12, 2012.
10.3 (23)
 
Second Amendment to VEREIT, Inc.’s Equity Plan, effective February 28, 2013.
10.4 (3)
 
Director Stock Plan of VEREIT, Inc.
10.5 (10)
 
Asset Purchase and Sale Agreement, dated as of July 1, 2013, between VEREIT Operating Partnership, L.P. and American Realty Capital Advisors IV, LLC.
10.6 (25)
 
Contribution and Exchange Agreement, dated as of January 3, 2014, among VEREIT Operating Partnership, L.P., American Realty Capital Trust IV Special Limited Partner, LLC, AREP and ARCT IV Operating Partnership.
10.7 (27)
 
Asset Purchase and Sale Agreement, entered into as of January 8, 2014, by and among VEREIT Operating Partnership, L.P. and ARC Properties Advisors, LLC.
10.8 (27)
 
Assignment and Assumption Agreement, dated January 8, 2014, by and between AR Capital, LLC and VEREIT, Inc.
10.9 (30)
 
Employment Agreement, dated as of February 24, 2014, by and between VEREIT, Inc. and Richard A. Silfen.
10.10 (30)
 
Agreement of Purchase and Sale, dated as of June 11, 2014, among certain subsidiaries of VEREIT, Inc. party thereto and BRE DDR Retail Holdings III LLC.
10.11 (30)
 
Amended and Restated Credit Agreement, dated as of June 30, 2014, among VEREIT Operating Partnership, L.P., VEREIT, Inc., lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
10.12  (21)
 
Second Amendment to Credit Agreement, entered into among VEREIT Operating Partnership, L.P., VEREIT, Inc., the lenders party thereto and Wells Fargo Bank, National Association, dated July 31, 2015.
10.13 (30)
 
First Amendment to Agreement of Purchase and Sale, dated as of July 18, 2014, among certain subsidiaries of VEREIT, Inc. party thereto and BRE DDR Retail Holdings III LLC.
10.14 (31)
 
Equity Purchase Agreement by and between VEREIT Operating Partnership, L.P. and RCS Capital Corporation, dated as of September 30, 2014.
10.15 (33)
 
Agreement between Nicholas S. Schorsch and VEREIT, Inc., dated December 12, 2014.
10.16 (33)
 
Separation Agreement and Release by and between the Co-Registrants and David Kay, dated December 14, 2014.
10.17 (33)
 
Amended and Restated Employment Agreement between VEREIT Operating Partnership, L.P. and David Kay, dated October 1, 2014.
10.18 (33)
 
Separation Agreement and Release by and between the Co-Registrants and Lisa Beeson, dated December 15, 2014.
10.19 (33)
 
Amended and Restated Employment Agreement between VEREIT Operating Partnership, L.P. and Lisa Beeson, effective October 1, 2014.
10.20 (34)
 
Consent and Waiver Agreement and First Amendment to Credit Agreement, dated as of November 12, 2014 by and among VEREIT, Inc., VEREIT Operating Partnership, L.P., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
10.21 (19)
 
Consent and Waiver Agreement, dated as of December 23, 2014, by and among VEREIT, Inc., VEREIT Operating Partnership, L.P., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
10.22 (20)
 
Employment Agreement, dated as of January 9, 2015, by and between VEREIT, Inc. and Michael Sodo.
10.23 (32)
 
Consent Memorandum, effective February 20, 2015, by and among VEREIT Operating Partnership, L.P., VEREIT, Inc. and Wells Fargo Bank, National Association, as administrative agent and other lenders.
10.24 (29)
 
Employment Agreement, dated as of March 10, 2015, by and between VEREIT, Inc. and Glenn Rufrano.
10.25 (29)
 
Form of Indemnification Agreement.
10.26  (21)
 
Amended and Restated Employment Letter, dated as of May 11, 2015, by and between VEREIT, Inc. and Gavin Brandon.
10.27 (21)
 
Amended and Restated Employee Confidentiality and Non-Competition Agreement, dated May 11, 2015, executed by Gavin Brandon.

69

Exhibit No.
 
Description
10.28 (21)
 
Amended and Restated Employment Letter, dated as of May 11, 2015, by and between VEREIT, Inc. and Thomas Roberts.
10.29  (21)
 
Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg.
10.30  (21)
 
Separation Agreement and General Release, dated June 10, 2015, by and between VEREIT, Inc., Equity Fund Advisors, Inc. and Michael T. Ezzell.
10.31  (21)
 
Amended and Restated Employment Letter, dated as of June 16, 2015, by and between Equity Fund Advisors, Inc. and William C. Miller.
10.32  (21)
 
Form of Deferred Stock Unit Award Agreement to be entered into with Non-Executive Directors pursuant to the VEREIT, Inc. Equity Plan.
10.33  (21)
 
Form of 2015 Time-Based Restricted Stock Unit Award Agreement to be entered into with Employees pursuant to the VEREIT, Inc. Equity Plan.
10.34  (21)
 
Form of 2015 Performance-Based Restricted Stock Unit Award Agreement to be entered into with Employees pursuant to the VEREIT, Inc. Equity Plan.
10.35 (26)
 
Separation Agreement, dated as of October 1, 2015, by and between VEREIT, Inc. and Michael J. Sodo.
10.36 (26)
 
Employment Letter and Confidentiality and Non-Competition Agreement, effective as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta.
10.37 *  
 
Form of 2016 Time-Based Restricted Stock Unit Award Agreement to be entered into with executive officers pursuant to the VEREIT, Inc. Equity Plan.
10.38 *  
 
Form of 2016 Performance-Based Restricted Stock Unit Award Agreement to be entered into with executive officers pursuant to the VEREIT, Inc. Equity Plan.
10.39 *  
 
Form of 2016 Time-Based Restricted Stock Unit Award Agreement to be entered into with other employees pursuant to the VEREIT, Inc. Equity Plan.
10.40 *  
 
Form of 2016 Performance-Based Restricted Stock Unit Award Agreement to be entered into with other employees pursuant to the VEREIT, Inc. Equity Plan.
10.41 *  
 
Amended and Restated Employment Letter, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell.
10.42 *  
 
Amended and Restated Employment Letter, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts.
10.43 *  
 
Amended and Restated Employment Letter, dated as of February 23, 2016, by and between VEREIT, Inc. and William C. Miller.
10.44 *  
 
Amendment effective February 23, 2016, to Employment Agreement between VEREIT, Inc. and Lauren Goldberg, as of May 26, 2015.
16.1 (22)
 
Letter of Grant Thornton LLP dated June 4, 2015.
21.1*
 
List of Subsidiaries.
23.1*
 
Consent of Deloitte & Touche LLP.
23.2*
 
Consent of Grant Thornton LLP.
31.1*
 
Certification of the Chief Executive Officer of VEREIT, 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 VEREIT, 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 VEREIT, Inc., the sole general partner of VEREIT 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 VEREIT, Inc., the sole general partner of VEREIT 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 VEREIT, 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 VEREIT, 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 VEREIT, Inc., the sole general partner of VEREIT 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 VEREIT, Inc., the sole general partner of VEREIT 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.

70

_____________________________
*
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.
(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 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 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 as Annex E with the Final Prospectus Filed Pursuant to Rule 424(b)(3) with the SEC on December 4, 2013.
(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.
(11)
Previously filed with the Current Report on Form 8-K filed with the SEC on July 29, 2013.
(12)
Previously filed with the Current Report on Form 8-K filed with the SEC on November 15, 2013.
(13)
Previously filed with the Amended Current Report on Form 8-K/A filed with the SEC on December 20, 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 Current Report on Form 8-K filed with the SEC on December 11, 2013.
(19) Previously filed with the Current Report on Form 8-K filed with the SEC on December 30, 2014.
(20)
Previously filed with the Current Report on Form 8-K filed with the SEC on January 15, 2015.
(21)
Previously filed with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015.
(22)
Previously filed with the Current Report on Form 8-K filed with the SEC on June 4, 2015.
(23)
Previously filed with the Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 30, 2015.
(24)
Previously filed with the Registration Statement on Form 8-A filed with the SEC on January 3, 2014.
(25)
Previously filed with the Current Report on Form 8-K filed with the SEC on January 3, 2014.
(26)
Previously filed with the Quarterly Report on Form 10-Q for the quarter ended September 31, 2015 filed with the SEC on November 5, 2015.
(27)
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.
(28)
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.
(29) Previously filed with the Current Report on Form 8-K filed with the SEC on March 16, 2015.
(30) Previously filed with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the SEC on July 29, 2014.
(31) Previously filed with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed with the SEC on March 2, 2015.
(32) Previously filed with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 7, 2015.
(33) Previously filed with the Current Report on Form 8-K filed with the SEC on December 15, 2014.
(34) Previously filed with the Current Report on Form 8-K filed with the SEC on November 18, 2014.
(35) Previously filed with the Current Report on Form 8-K filed with the SEC on July 28, 2015.
(36) Previously filed with the Registration Statement on Form S-4 (Registration No. 333-197780-01) filed with the SEC on August 1, 2014.
(37)
Previously filed with the Current Report on Form 8-K filed with the SEC on July 9, 2013.



71

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.
 
VEREIT, INC.
 
By:
/s/ Michael J. Bartolotta
 
Michael J. Bartolotta
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
 
VEREIT OPERATING PARTNERSHIP, L.P.
 
By: VEREIT, Inc., its sole general partner
 
By:
/s/ Michael J. Bartolotta
 
Michael J. Bartolotta
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Dated: February 23, 2016
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/ Glenn J. Rufrano
 
Chief Executive Officer
 
February 23, 2016
Glenn J. Rufrano
 
(Principal Executive Officer and Director)
 
 
 
 
 
 
 
/s/ Michael J. Bartolotta
 
Executive Vice President and Chief Financial Officer
 
February 23, 2016
Michael J. Bartolotta
 
(Principal Financial Officer)
 
 
 
 
 
 
 
/s/ Gavin B. Brandon
 
Senior Vice President and Chief Accounting Officer
 
February 23, 2016
Gavin B. Brandon
 
(Principal Accounting Officer)
 
 
 
 
 
 
 
/s/ Bruce D. Frank
 
Director
 
February 23, 2016
Bruce D. Frank
 
 
 
 
 
 
 
 
 
/s/ Hugh R. Frater
 
Director, Non-Executive Chairman
 
February 23, 2016
Hugh R. Frater
 
 
 
 
 
 
 
 
 
/s/ David B. Henry
 
Director
 
February 23, 2016
David B. Henry
 
 
 
 
 
 
 
 
 
/s/ Mark S. Ordan
 
Director
 
February 23, 2016
Mark S. Ordan
 
 
 
 
 
 
 
 
 
/s/ Eugene A. Pinover
 
Director
 
February 23, 2016
Eugene A. Pinover
 
 
 
 
 
 
 
 
 
/s/ Julie G. Richardson
 
Director
 
February 23, 2016
Julie G. Richardson
 
 
 
 
_________________________________
*
Each person is signing in his or her capacity as an officer and/or director of VEREIT, Inc., which is the sole general partner of VEREIT Operating Partnership, L.P.

72
Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
Financial Statements
F-90
F-228

F-1
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
VEREIT, Inc.
Phoenix , AZ

We have audited the accompanying consolidated balance sheet of VEREIT, Inc. (formerly American Realty Capital Properties, Inc.) and subsidiaries (the “Company”) as of December 31, 2015, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for the year then ended. Our audit also included the financial statement schedules listed in the Index at Item 15. These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules 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 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 audit provides 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 VEREIT, Inc. and subsidiaries as of December 31, 2015, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such 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 have also 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, 2015, based on Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

February 23, 2016
Phoenix, AZ

F-2
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
VEREIT Operating Partnership, L.P.
Phoenix, AZ

We have audited the accompanying consolidated balance sheet of VEREIT Operating Partnership, L.P. (“the Company”) (formerly ARC Properties Operating Partnership, L.P.) and subsidiaries (the “Operating Partnership”) as of December 31, 2015, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for the year then ended. Our audit also included the financial statement schedules listed in the Index at Item 15. These consolidated financial statements and financial statement schedules are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules 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 the financial statements are free of material misstatement. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 audit provides 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 VEREIT Operating Partnership L.P. and subsidiaries as of December 31, 2015, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such 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/ DELOITTE & TOUCHE LLP

February 23, 2016
Phoenix, AZ


F-3
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
VEREIT, Inc.

We have audited the accompanying consolidated balance sheet of VEREIT, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2014, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the two 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 VEREIT, Inc. and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for each of the two 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, except for Note 2 regarding the adoption of ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30) , as to which the date is February 23, 2016



F-4
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of General Partner and Limited Partners
VEREIT Operating Partnership, L.P. and subsidiaries

We have audited the accompanying consolidated balance sheet of VEREIT Operating Partnership, L.P. (a Delaware partnership) and subsidiaries (collectively the “Operating Partnership”) as of December 31, 2014, and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the two 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 VEREIT Operating Partnership, L.P. and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for each of the two 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, except for Note 2 regarding the adoption of ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30) , as to which the date is February 23, 2016


F-5
Table of Contents
VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)

 
 
December 31, 2015
 
December 31, 2014
ASSETS
 
 
 
 
Real estate investments, at cost:
 
 
 
 
Land
 
$
3,120,653

 
$
3,472,298

Buildings, fixtures and improvements
 
11,425,676

 
12,307,758

Land and construction in progress
 
20,014

 
77,450

Intangible lease assets
 
2,218,378

 
2,435,054

Total real estate investments, at cost
 
16,784,721

 
18,292,560

Less: accumulated depreciation and amortization
 
1,778,597

 
1,034,122

Total real estate investments, net
 
15,006,124

 
17,258,438

Investment in unconsolidated entities
 
56,824

 
98,053

Investment in direct financing leases, net
 
46,312

 
56,076

Investment securities, at fair value
 
53,304

 
58,646

Loans held for investment, net
 
24,238

 
42,106

Cash and cash equivalents
 
69,103

 
416,711

Restricted cash
 
59,767

 
62,651

Intangible assets, net
 
50,779

 
150,359

Rent and tenant receivables and other assets, net
 
303,637

 
301,919

Goodwill
 
1,656,374

 
1,894,794

Due from affiliates
 
60,633

 
86,122

Real estate assets held for sale, net
 
18,771

 
1,261

Total assets
 
$
17,405,866


$
20,427,136

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Mortgage notes payable and other debt, net
 
$
3,111,985

 
$
3,773,922

Corporate bonds, net
 
2,536,333

 
2,531,081

Convertible debt, net
 
962,894

 
952,856

Credit facility, net
 
1,448,590

 
3,167,919

Below-market lease liabilities, net
 
251,692

 
317,838

Accounts payable and accrued expenses
 
151,877

 
163,025

Deferred rent, derivative and other liabilities
 
87,490

 
127,611

Distributions payable
 
140,816

 
9,995

Due to affiliates
 
230

 
559

Total liabilities
 
8,691,907

 
11,044,806

Commitments and contingencies (Note 15)
 

 


Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of each of December 31, 2015 and December 31, 2014
 
428

 
428

Common stock, $0.01 par value, 1,500,000,000 shares authorized and 904,884,394 and 905,530,431 issued and outstanding as of December, 31, 2015 and 2014, respectively
 
9,049

 
9,055

Additional paid-in-capital
 
11,931,768

 
11,920,253

Accumulated other comprehensive (loss) income
 
(2,025
)
 
2,728

Accumulated deficit
 
(3,415,233
)
 
(2,778,576
)
Total stockholders’ equity
 
8,523,987

 
9,153,888

Non-controlling interests
 
189,972

 
228,442

Total equity
 
8,713,959

 
9,382,330

Total liabilities and equity
 
$
17,405,866


$
20,427,136

The accompanying notes are an integral part of these statements.

F-6
Table of Contents
VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Revenues:
 
 
 
 
 
 
Rental income
 
$
1,339,787

 
$
1,271,574

 
$
310,508

Direct financing lease income
 
2,720

 
3,603

 
2,244

Operating expense reimbursements
 
98,628

 
100,522

 
16,571

Cole Capital revenue
 
114,882

 
203,558

 
—

Total revenues
 
1,556,017


1,579,257


329,323

Operating expenses:
 
 
 
 
 
 
Cole Capital reallowed fees and commissions
 
16,195

 
66,228

 
—

Acquisition related   (1)
 
6,243

 
38,940

 
76,113

Merger and other non-routine transactions, net of insurance recoveries   (2)
 
33,628

 
199,616

 
210,543

Property operating
 
130,855

 
137,741

 
23,629

Management fees to affiliates
 
—

 
13,888

 
17,462

General and administrative   (3)
 
149,066

 
167,428

 
120,998

Depreciation and amortization
 
847,611

 
916,003

 
210,976

Impairments
 
305,094

 
409,991

 
3,346

Total operating expenses
 
1,488,692


1,949,835


663,067

Operating income (loss)
 
67,325


(370,578
)

(333,744
)
Other (expense) income:
 
 
 
 
 
 
Interest expense
 
(358,392
)
 
(452,648
)
 
(105,548
)
Gain (loss) on extinguishment and forgiveness of debt, net
 
4,812

 
(21,869
)
 
—

Other income, net
 
8,737

 
82,163

 
3,824

Reserve for loan loss
 
(15,300
)
 
—

 
—

Gain on disposition of interest in joint venture
 
6,729

 
—

 
—

Loss on derivative instruments, net
 
(1,460
)
 
(10,570
)
 
(67,946
)
Gain (loss) on investment securities
 
65

 
6,357

 
(2,206
)
Total other expenses, net
 
(354,809
)

(396,567
)

(171,876
)
Loss before taxes and real estate dispositions
 
(287,484
)
 
(767,145
)

(505,620
)
Loss on disposition of real estate, net
 
(72,311
)
 
(277,031
)
 
—

Loss before taxes
 
(359,795
)

(1,044,176
)

(505,620
)
Benefit from (provision for) income taxes
 
36,303

 
33,264

 
(2,195
)
Net loss
 
(323,492
)

(1,010,912
)

(507,815
)
Net loss attributable to non-controlling interests (4)
 
7,139

 
33,727

 
16,316

Net loss attributable to the General Partner
 
$
(316,353
)

$
(977,185
)

$
(491,499
)
 
 
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders
 
$
(0.43
)
 
$
(1.36
)
 
$
(2.41
)
Distributions declared per common share
 
$
0.28

 
$
1.03

 
$
1.26

_______________________________________________
(1)
Includes $1.7 million and $37.6 million of expenses incurred during the years ended December 31, 2014 and 2013 , respectively, paid to affiliates. No such expenses were incurred during the year ended December 31, 2015 .
(2)
Includes $137.8 million and $156.1 million of expenses incurred during the years ended December 31, 2014 and 2013 , respectively, paid to affiliates. No such expenses were incurred during the year ended December 31, 2015 .
(3)
Includes $16.1 million and $103.2 million of expenses incurred during the years ended December 31, 2014 and 2013 , respectively, paid to affiliates. No such expenses were incurred during the year ended December 31, 2015 .
(4)
Represents loss attributable to limited partners and consolidated joint venture partners.


The accompanying notes are an integral part of these statements.

F-7
Table of Contents
VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)


 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Net loss
 
$
(323,492
)
 
$
(1,010,912
)
 
$
(507,815
)
Other comprehensive (loss) income:
 
 
 
 
 
 
Unrealized (loss) gain on interest rate derivatives
 
(15,694
)
 
(16,448
)
 
6,946

Amount of loss reclassified from accumulated other comprehensive loss into net loss as interest expense
 
11,706

 
9,446

 
4,535

Unrealized (loss) gain on investment securities, net
 
(997
)
 
9,716

 
119

Reclassification of previous unrealized loss (gain) on investment securities into net loss
 
110

 
(7,652
)
 
—

Total other comprehensive (loss) income
 
(4,875
)

(4,938
)

11,600

 
 
 
 
 
 
 
Total comprehensive loss
 
(328,367
)
 
(1,015,850
)

(496,215
)
Comprehensive loss attributable to non-controlling interests (1)
 
7,261

 
33,727

 
16,316

Total comprehensive loss attributable to the General Partner

$
(321,106
)

$
(982,123
)

$
(479,899
)
_______________________________________________
(1)
Represents loss attributable to limited partners and consolidated joint venture partners.

The accompanying notes are an integral part of these statements.



F-8
Table of Contents
VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED STATEMENTS 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, 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

Issuance 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 consideration 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 distribution 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, net of forfeitures
 
—

 
—

 
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
)
Non-controlling interests retained in the CapLease Merger
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
567

 
567

Redemption of OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1,152
)
 
(1,152
)
Net loss
 
—

 
—

 
—

 
—

 
—

 
—

 
(491,499
)
 
(491,499
)
 
(16,316
)
 
(507,815
)
Other comprehensive income
 
—

 
—

 
—

 
—

 
—

 
11,600

 
—

 
11,600

 
—

 
11,600

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, net of forfeitures
 
—

 
—

 
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
)

F-9
Table of Contents
VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED STATEMENTS 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
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

Repurchases of common stock to settle tax obligation
 
—

 
—

 
(268,414
)
 
(2
)
 
(2,225
)
 
—

 
—

 
(2,227
)
 
—

 
(2,227
)
Equity-based compensation, net of forfeitures
 
—

 
—

 
(377,623
)
 
(4
)
 
14,504

 
—

 
—

 
14,500

 
—

 
14,500

Tax shortfall from equity-based compensation
 
—

 
—

 
—

 
—

 
(764
)
 
—

 
—

 
(764
)
 
—

 
(764
)
Distributions declared on common stock
 
—

 
—

 
—

 
—

 
—

 
—

 
(248,476
)
 
(248,476
)
 
—

 
(248,476
)
Distributions to non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(45,594
)
 
(45,594
)
Distributions to participating securities
 
—

 
—

 
—

 
—

 
—

 
—

 
(410
)
 
(410
)
 
—

 
(410
)
Distributions to preferred shareholders
 
—

 
—

 
—

 
—

 
—

 
—

 
(71,418
)
 
(71,418
)
 
(474
)
 
(71,892
)
Disposition of consolidated joint venture interest
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
14,859

 
14,859

Net loss
 
—

 
—

 
—

 
—

 
—

 
—

 
(316,353
)
 
(316,353
)
 
(7,139
)
 
(323,492
)
Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
(4,753
)
 
—

 
(4,753
)
 
(122
)
 
(4,875
)
Balance December 31, 2015
 
42,834,138

 
$
428

 
904,884,394

 
$
9,049


$
11,931,768


$
(2,025
)

$
(3,415,233
)

$
8,523,987


$
189,972


$
8,713,959

_______________________________________________
(1) Includes $2.2 million and $161.8 million issued to affiliates of the Former Manager (as defined in Note 1 –  Organization ) for the years ended December 31, 2014 and 2013 , respectively. No such expenses were incurred during the year ended December 31, 2015 .

The accompanying notes are an integral part of these statements.

F-10
Table of Contents
VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Cash flows from operating activities:
 
 

 
 

 
 
Net loss
 
$
(323,492
)
 
$
(1,010,912
)
 
$
(507,815
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
 
Issuance of OP Units
 
—

 
92,884

 
107,771

Depreciation and amortization
 
866,549

 
1,007,164

 
238,307

Loss on real estate assets and interest in joint venture, net
 
65,582

 
277,031

 
—

Impairments
 
305,094

 
409,991

 
3,346

Reserve for loan loss
 
15,300

 
—

 
—

Equity-based compensation, net of forfeitures
 
14,500

 
31,861

 
100,261

Equity in income of unconsolidated entities
 
(2,361
)
 
77

 
—

Distributions from unconsolidated entities
 
11,352

 
8,335

 
—

(Gain) loss on derivative instruments
 
1,460

 
10,570

 
(1,739
)
(Gain) loss on investments securities
 
(65
)
 
(6,357
)
 
2,206

Gain on extinguishment and forgiveness of debt, net
 
(4,812
)
 
(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
 
2,035

 
1,597

 
2,505

Rent and tenant receivables and other assets, net
 
(62,356
)
 
(97,125
)
 
(19,851
)
Due from affiliates
 
25,489

 
(32,821
)
 
—

Accounts payable and accrued expenses
 
(999
)
 
(16,279
)
 
20,789

Deferred rent, derivative and other liabilities
 
(45,934
)
 
(99,930
)
 
8,555

Due to affiliates
 
(329
)
 
(43,887
)
 
43,834

Net cash provided by operating activities
 
867,013

 
502,887


11,918

Cash flows from investing activities:
 
 
 
 
 
 
Investments in real estate and other assets
 
(36,319
)
 
(3,539,906
)
 
(3,520,412
)
Acquisition of real estate businesses, net of cash acquired
 
—

 
(756,232
)
 
(878,898
)
Investment in direct financing leases
 
—

 
—

 
(68,617
)
Capital expenditures and leasing costs
 
(18,569
)
 
(34,687
)
 
(9,755
)
Real estate developments
 
(57,682
)
 
(72,515
)
 
—

Principal repayments received from borrowers
 
6,921

 
77,614

 
442

Investments in unconsolidated entities
 
—

 
(2,500
)
 
—

Proceeds from disposition of real estate and joint ventures
 
1,009,107

 
1,598,767

 
—

Investment in leasehold improvements and other assets
 
(1,911
)
 
(11,890
)
 
(543
)
Proceeds from sale of investments and other assets
 
392

 
159,752

 
119,542

Deposits for real estate assets
 
(16,542
)
 
(265,372
)
 
(101,887
)
Uses and refunds of deposits for real estate assets
 
48,702

 
347,971

 
—

Purchases of investment securities
 
—

 
—

 
(81,590
)
Line of credit advances to affiliates
 
(10,000
)
 
(125,000
)
 
—

Line of credit repayments from affiliates
 
10,000

 
81,100

 
—

Investment in loans held for investment
 
—

 
(2,952
)
 
—

Change in restricted cash
 
(1,504
)
 
(8,606
)
 
—

Net cash provided by (used in) investing activities
 
932,595

 
(2,554,456
)

(4,541,718
)
Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from mortgage notes payable
 
1,445

 
1,010,219

 
6,924

Payments on mortgage notes payable and other debt, including extinguishment costs
 
(184,504
)
 
(1,255,506
)
 
(15,079
)
Proceeds from credit facilities
 
60,000

 
5,824,000

 
2,678,800

Payments on credit facilities
 
(1,784,000
)
 
(5,918,800
)
 
(954,604
)
Proceeds from corporate bonds
 
—

 
2,545,760

 
—

Payments of deferred financing costs
 
(2,436
)
 
(116,373
)
 
(101,196
)
Repurchases of common stock
 
(2,227
)
 
(7,690
)
 
(359,193
)
Proceeds from issuance of convertible debt
 
—

 
—

 
967,786

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


F-11
Table of Contents
VEREIT, INC.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)


 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Proceeds from issuances of common stock, net of offering costs
 
$
—

 
$
1,595,045

 
$
1,993,159

Redemption of Series D Preferred Stock
 
—

 
(316,126
)
 
—

Contributions from non-controlling interest holders
 
—

 
982

 
30,861

Distributions paid
 
(235,494
)
 
(950,414
)
 
(243,116
)
Windfall tax benefits related to equity-based compensation
 
—

 
4,458

 
—

Payments from affiliates, net
 
—

 
—

 
(376
)
Change in restricted cash
 
—

 
—

 
(5,654
)
Net cash (used in) provided by financing activities
 
(2,147,216
)
 
2,415,555


4,289,950

Net change in cash and cash equivalents
 
(347,608
)
 
363,986

 
(239,850
)
Cash and cash equivalents, beginning of period
 
416,711

 
52,725

 
292,575

Cash and cash equivalents, end of period
 
$
69,103

 
$
416,711


$
52,725

The accompanying notes are an integral part of these statements.

F-12
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
CONSOLIDATED BALANCE SHEETS
(In thousands, except for unit data)

 
 
December 31, 2015
 
December 31, 2014
ASSETS
 
 
 
 
Real estate investments, at cost:
 
 
 
 
Land
 
$
3,120,653

 
$
3,472,298

Buildings, fixtures and improvements
 
11,425,676

 
12,307,758

Land and construction in progress
 
20,014

 
77,450

Intangible lease assets
 
2,218,378

 
2,435,054

Total real estate investments, at cost
 
16,784,721

 
18,292,560

Less: accumulated depreciation and amortization
 
1,778,597

 
1,034,122

Total real estate investments, net
 
15,006,124

 
17,258,438

Investment in unconsolidated entities
 
56,824

 
98,053

Investment in direct financing leases, net
 
46,312

 
56,076

Investment securities, at fair value
 
53,304

 
58,646

Loans held for investment, net
 
24,238

 
42,106

Cash and cash equivalents
 
69,103

 
416,711

Restricted cash
 
59,767

 
62,651

Intangible assets, net
 
50,779

 
150,359

Rent and tenant receivables and other assets, net
 
303,637

 
301,919

Goodwill
 
1,656,374

 
1,894,794

Due from affiliates
 
60,633

 
86,122

Real estate assets held for sale, net
 
18,771

 
1,261

Total assets
 
$
17,405,866


$
20,427,136

 
 
 
 
 
LIABILITIES AND EQUITY
 
 

 
 

Mortgage notes payable and other debt, net
 
$
3,111,985

 
$
3,773,922

Corporate bonds, net
 
2,536,333

 
2,531,081

Convertible debt, net
 
962,894

 
952,856

Credit facility, net
 
1,448,590

 
3,167,919

Below-market lease liabilities, net
 
251,692

 
317,838

Accounts payable and accrued expenses
 
151,877

 
163,025

Deferred rent, derivative and other liabilities
 
87,490

 
127,611

Distributions payable
 
140,816

 
9,995

Due to affiliates
 
230

 
559

Total liabilities
 
8,691,907


11,044,806

Commitments and contingencies (Note 15)
 


 


General partner's preferred equity, 42,834,138 General Partner Preferred Units issued and outstanding as of each of December 31, 2015 and 2014
 
925,569

 
996,987

General partner's common equity, 904,884,394 and 905,530,431 General Partner OP Units issued and outstanding as of December 31, 2015 and 2014, respectively
 
7,598,418

 
8,157,167

Limited partner's preferred equity, 86,874 Limited Partner Preferred Units issued and outstanding as of each of December 31, 2015 and 2014
 
3,315

 
3,375

Limited partner's common equity, 23,763,797 Limited Partner OP Units issued and outstanding as of each of December 31, 2015 and 2014
 
185,883

 
201,102

Total partners’ equity
 
8,713,185


9,358,631

Non-controlling interests
 
774

 
23,699

Total equity
 
8,713,959


9,382,330

Total liabilities and equity
 
$
17,405,866


$
20,427,136

The accompanying notes are an integral part of these statements.


F-13
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per unit data)

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Revenues:
 
 
 
 
 
 
Rental income
 
$
1,339,787

 
$
1,271,574

 
$
310,508

Direct financing lease income
 
2,720

 
3,603

 
2,244

Operating expense reimbursements
 
98,628

 
100,522

 
16,571

Cole Capital revenue
 
114,882

 
203,558

 
—

Total revenues
 
1,556,017


1,579,257


329,323

Operating expenses:
 
 
 
 
 
 
Cole Capital reallowed fees and commissions
 
16,195

 
66,228

 
—

Acquisition related (1)
 
6,243

 
38,940

 
76,113

Merger and other non-routine transactions, net of insurance recoveries   (2)
 
33,628

 
199,616

 
210,543

Property operating
 
130,855

 
137,741

 
23,629

Management fees to affiliates
 
—

 
13,888

 
17,462

General and administrative (3)
 
149,066

 
167,428

 
120,998

Depreciation and amortization
 
847,611

 
916,003

 
210,976

Impairments
 
305,094

 
409,991

 
3,346

Total operating expenses
 
1,488,692


1,949,835


663,067

Operating income (loss)
 
67,325


(370,578
)

(333,744
)
Other (expense) income:
 
 
 
 
 
 
Interest expense
 
(358,392
)
 
(452,648
)
 
(105,548
)
Gain (loss) on extinguishment and forgiveness of debt, net
 
4,812

 
(21,869
)
 
—

Other income, net
 
8,737

 
82,163

 
3,824

Reserve for loan loss
 
(15,300
)
 
—

 
—

Gain on disposition of interest in joint venture
 
6,729

 
—

 
—

Loss on derivative instruments, net
 
(1,460
)
 
(10,570
)
 
(67,946
)
Gain (loss) on investment securities
 
65

 
6,357

 
(2,206
)
Total other expenses, net
 
(354,809
)

(396,567
)

(171,876
)
Loss before taxes and real estate dispositions
 
(287,484
)

(767,145
)

(505,620
)
Loss on disposition of real estate, net
 
(72,311
)
 
(277,031
)
 
—

Loss before taxes
 
(359,795
)
 
(1,044,176
)

(505,620
)
Benefit from (provision for) income taxes
 
36,303

 
33,264

 
(2,195
)
Net loss
 
(323,492
)

(1,010,912
)

(507,815
)
Net (income) loss attributable to non-controlling interests (4)
 
(1,274
)
 
154

 
—

Net loss attributable to the OP
 
$
(324,766
)

$
(1,010,758
)

$
(507,815
)
 
 
 
 
 
 
 
Basic and diluted net loss from continuing operations per unit attributable to common unitholders
 
$
(0.43
)
 
$
(1.36
)
 
$
(2.39
)
Distributions declared per common unit
 
$
0.28

 
$
1.03

 
$
1.26

_______________________________________________
(1)
Includes $1.7 million and $37.6 million of expenses incurred during the years ended December 31, 2014 and 2013 , respectively, paid to affiliates. No such expenses were incurred during the year ended December 31, 2015 .
(2)
Includes $137.8 million and $156.1 million of expenses incurred during the years ended December 31, 2014 and 2013 , respectively, paid to affiliates. No such expenses were incurred during the year ended December 31, 2015 .
(3)
Includes $16.1 million and $103.2 million of expenses incurred during the years ended December 31, 2014 and 2013 , respectively, paid to affiliates. No such expenses were incurred during the year ended December 31, 2015 .
(4)
Represents (income) loss attributable to consolidated joint venture partners.

The accompanying notes are an integral part of these statements.

F-14
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Net loss
 
$
(323,492
)
 
$
(1,010,912
)
 
$
(507,815
)
Other comprehensive (loss) income:
 
 
 
 
 
 
Unrealized (loss) gain on interest rate derivatives
 
(15,694
)
 
(16,448
)
 
6,946

Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense
 
11,706

 
9,446

 
4,535

Unrealized (loss) gain on investment securities, net
 
(997
)
 
9,716

 
119

Reclassification of previous unrealized gain (loss) on investment securities into net loss
 
110

 
(7,652
)
 
—

Total other comprehensive (loss) income

(4,875
)

(4,938
)

11,600

 
 
 
 
 
 
 
Total comprehensive loss

(328,367
)

(1,015,850
)

(496,215
)
Comprehensive (income) loss attributable to non-controlling interests (1)
 
(1,274
)
 
154

 
—

Total comprehensive loss attributable to the OP

$
(329,641
)

$
(1,015,696
)

$
(496,215
)
_______________________________________________
(1)
Represents loss attributable to consolidated joint venture partners.

The accompanying notes are an integral part of these statements.


F-15
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
CONSOLIDATED STATEMENTS 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, 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, net (1)
 
—

 
—

 
—

 
—

 
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
 
—

 
—

 
—

 
—

 
—

 
(165,531
)
 
—

 
—

 
(165,531
)
 
—

 
(165,531
)
Repurchase of Common OP Units
 
—

 
—

 
—

 
—

 
(28,319,972
)
 
(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 consideration 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 Preferred OP Units Series C
 
—

 
—

 
—

 
—

 
1,411,030

 
17,396

 
—

 
—

 
17,396

 
—

 
17,396

Equity-based compensation, net of forfeitures
 
—

 
—

 
—

 
—

 
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
 
—

 
—

 
—

 
—

 
—

 
(259,468
)
 
—

 
—

 
(259,468
)
 
—

 
(259,468
)
Issuance of Common OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
8,029,545

 
107,771

 
107,771

 
—

 
107,771

Distributions to non-controlling interest holders
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(9,014
)
 
(9,014
)
 
—

 
(9,014
)
Non-controlling interests retained in CapLease Merger
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
567

 
567

Redemption of OP Units
 
—

 
—

 
—

 
—

 
—

 
—

 
(91,176
)
 
(1,152
)
 
(1,152
)
 
—

 
(1,152
)
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

 
239,234,725

 
$
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
 
—

 
—

 
—

 
—

 
(551,664
)
 
(7,690
)
 
—

 
—

 
(7,690
)
 
—

 
(7,690
)
Equity-based compensation, net of forfeitures
 
—

 
—

 
—

 
—

 
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

 
905,530,431

 
$
8,157,167


23,763,797


$
201,102


$
9,358,631


$
23,699


$
9,382,330


F-16
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
CONSOLIDATED STATEMENTS 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
 Repurchases of common OP Units to settle tax obligation
 
—

 
$
—

 
—

 
$
—

 
(268,414
)
 
$
(2,227
)
 
—

 
$
—

 
$
(2,227
)
 
$
—

 
$
(2,227
)
 Equity-based compensation, net of forfeitures
 
—

 
—

 
—

 
—

 
(377,623
)
 
14,500

 
—

 
—

 
14,500

 
—

 
14,500

 Tax shortfall from equity-based compensation
 
—

 
—

 
—

 
—

 
—

 
(764
)
 
—

 
—

 
(764
)
 
—

 
(764
)
 Distributions to Common OP Units and non-controlling interests
 
—

 
—

 
—

 
—

 
—

 
(249,300
)
 
—

 
(7,619
)
 
(256,919
)
 
(37,975
)
 
(294,894
)
 Distributions to Preferred OP Units
 
—

 
(71,418
)
 
—

 
(60
)
 
—

 
—

 
—

 
—

 
(71,478
)
 
—

 
(71,478
)
 Disposition of consolidated joint venture interest
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
14,859

 
14,859

 Net (loss) income
 
—

 
—

 
—

 
—

 
—

 
(316,353
)
 
—

 
(8,413
)
 
(324,766
)
 
1,274

 
(323,492
)
 Other comprehensive loss
 
—

 
—

 
—

 
—

 
—

 
(4,605
)
 
—

 
(270
)
 
(4,875
)
 
—

 
(4,875
)
Balance, December 31, 2015
 
42,834,138

 
$
925,569

 
86,874

 
$
3,315

 
904,884,394

 
$
7,598,418

 
23,763,797

 
$
184,800

 
$
8,712,102

 
$
1,857

 
$
8,713,959

_______________________________________________
(1)
Includes $2.2 million and $161.8 million issued to affiliates of the Former Manager (as defined in Note 1 –  Organization ) for the years ended December 31, 2014 and 2013 , respectively. No such expenses were incurred during the year ended December 31, 2015 .


The accompanying notes are an integral part of these statements.


F-17
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 
$
(323,492
)
 
$
(1,010,912
)
 
(507,815
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
 
Issuance of OP Units
 
—

 
92,884

 
107,771

Depreciation and amortization
 
866,549

 
1,007,164

 
238,307

Loss on real estate assets and interest in joint venture, net
 
65,582

 
277,031

 
—

Impairments
 
305,094

 
409,991

 
3,346

Reserve for loan loss
 
15,300

 
—

 
—

Equity-based compensation, net of forfeitures
 
14,500

 
31,861

 
100,261

Equity in income of unconsolidated entities
 
(2,361
)
 
77

 
—

Distributions from unconsolidated entities
 
11,352

 
8,335

 
—

(Gain) loss on derivative instruments
 
1,460

 
10,570

 
(1,739
)
(Gain) loss on investments securities
 
(65
)
 
(6,357
)
 
2,206

Gain on extinguishment and forgiveness of debt, net
 
(4,812
)
 
(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
 
2,035

 
1,597

 
2,505

Rent and tenant receivables and other assets, net
 
(62,356
)
 
(97,125
)
 
(19,851
)
Due from affiliates
 
25,489

 
(32,821
)
 
—

Accounts payable and accrued expenses
 
(999
)
 
(16,279
)
 
20,789

Deferred rent, derivative and other liabilities
 
(45,934
)
 
(99,930
)
 
8,555

Due to affiliates
 
(329
)
 
(43,887
)
 
43,834

Net cash provided by operating activities
 
867,013


502,887


11,918

Cash flows from investing activities:
 
 
 
 
 
 
Investments in real estate and other assets
 
(36,319
)
 
(3,539,906
)
 
(3,520,412
)
Acquisition of real estate businesses, net of cash acquired
 
—

 
(756,232
)
 
(878,898
)
Investment in direct financing leases
 
—

 
—

 
(68,617
)
Capital expenditures and leasing costs
 
(18,569
)
 
(34,687
)
 
(9,755
)
Real estate developments
 
(57,682
)
 
(72,515
)
 
—

Principal repayments received from borrowers
 
6,921

 
77,614

 
442

Investments in unconsolidated entities
 
—

 
(2,500
)
 
—

Proceeds from disposition of real estate and joint ventures
 
1,009,107

 
1,598,767

 
—

Investment in leasehold improvements and other assets
 
(1,911
)
 
(11,890
)
 
(543
)
Proceeds from sale of investments and other assets
 
392

 
159,752

 
119,542

Deposits for real estate assets
 
(16,542
)
 
(265,372
)
 
(101,887
)
Uses and refunds of deposits for real estate assets
 
48,702

 
347,971

 
—

Purchases of investment securities
 
—

 
—

 
(81,590
)
Line of credit advances to affiliates
 
(10,000
)
 
(125,000
)
 
—

Line of credit repayments from affiliates
 
10,000

 
81,100

 
—

Investment in loans held for investment
 
—

 
(2,952
)
 
—

Change in restricted cash
 
(1,504
)
 
(8,606
)
 
—

Net cash provided by (used in) investing activities
 
932,595

 
(2,554,456
)

(4,541,718
)
Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from mortgage notes payable
 
1,445

 
1,010,219

 
6,924

Payments on mortgage notes payable and other debt, including extinguishment costs
 
(184,504
)
 
(1,255,506
)
 
(15,079
)
Proceeds from credit facilities
 
60,000

 
5,824,000

 
2,678,800

Payments on credit facilities
 
(1,784,000
)
 
(5,918,800
)
 
(954,604
)
Proceeds from corporate bonds
 
—

 
2,545,760

 
—

Payments of deferred financing costs
 
(2,436
)
 
(116,373
)
 
(101,196
)
Repurchases of common units
 
(2,227
)
 
(7,690
)
 
(359,193
)
Proceeds from issuance of convertible debt
 
—

 
—

 
967,786

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

Cash payment on settlement of Series C Stock
 
—

 
—

 
(441,353
)

F-18
Table of Contents
VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
(In thousands)

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Proceeds from issuance of Series D Preferred Stock
 
$
—

 
$
—

 
$
287,991

Redemption of Series D Preferred Units
 
—

 
(316,126
)
 
—

Contributions from non-controlling interest holders
 
—

 
982

 
30,861

Distributions paid
 
(235,494
)
 
(950,414
)
 
(243,116
)
Windfall tax benefit related to equity-based compensation
 
—

 
4,458

 
—

Payments from affiliates, net
 
—

 
—

 
(376
)
Change in restricted cash
 
—

 
—

 
(5,654
)
Net cash (used in) provided by financing activities
 
(2,147,216
)

2,415,555


4,289,950

Net change in cash and cash equivalents
 
(347,608
)
 
363,986


(239,850
)
Cash and cash equivalents, beginning of period
 
416,711

 
52,725

 
292,575

Cash and cash equivalents, end of period
 
$
69,103


$
416,711


$
52,725

The accompanying notes are an integral part of these statements.

F-19
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015


Note 1 –  Organization
VEREIT, Inc., f/k/a American Realty Capital Properties, Inc. (the “General Partner” or “VEREIT”), is a 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. VEREIT Operating Partnership, L.P., f/k/a ARC Properties Operating Partnership, L.P. (together with its subsidiaries, the “Operating Partnership” or the “OP”), is a Delaware limited partnership of which the General Partner is the sole general partner. The board of directors authorized amendments to the General Partner’s Articles of Amendment and Restatement and the Operating Partnership’s Certificate of Limited Partnership to effect name changes from American Realty Capital Properties, Inc. and ARC Properties Operating Partnership, L.P. to VEREIT, Inc. and VEREIT Operating Partnership, L.P., respectively, which became effective July 28, 2015. VEREIT voluntarily delisted its common stock, par value $0.01 per share (“Common Stock”), and its 6.70% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series F Preferred Stock”), from the NASDAQ Global Select Market (the “NASDAQ”) following the close of trading on July 30, 2015 and transferred the listing of its Common Stock and Series F Preferred Stock to the New York Stock Exchange (the “NYSE”) effective July 31, 2015. The Common Stock and Series F Preferred Stock now trade under the trading symbols, “VER” and “VER PRF,” respectively. As used herein, the terms the “Company,” “we,” “our” and “us” refer to VEREIT, together with its consolidated subsidiaries, including the OP.
The Company is a full-service real estate operating company with investment management capabilities that operates through two reportable segments, its real estate investment (“REI”) segment and its investment management segment, Cole Capital (“Cole Capital”), as further discussed in Note 4 – Segment Reporting . Through the REI segment, the Company owns and actively manages a diversified portfolio of retail, restaurant, office and industrial real estate properties subject to long-term net leases with creditworthy tenants. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity. Through the Cole Capital segment, the Company is responsible for raising capital for and managing the affairs of the Managed REITs (as defined in Note 2 –   Summary of Significant Accounting Policies ) on a day-to-day basis, identifying and making acquisitions and investments on the Managed REITs’ behalf and recommending to the respective board of directors of each of the Managed REITs an approach for providing investors with liquidity. Cole Capital receives compensation and reimbursement for performing these services. To support both reportable segments, the Company employs a shared services model pursuant to which its personnel are integral in providing, among other things, transactional and operational functions to the Company’s owned portfolio and the Managed REITs.
Substantially all of the REI segment’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 97.4% of the common equity interests in the OP as of December 31, 2015 with the remaining 2.6% of the common equity interests owned by certain unaffiliated investors and certain former directors, officers and employees of the Former Manager (defined below). Under the limited partnership agreement of the OP, as amended (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 VEREIT, holders of OP Units have the right to redeem the OP Units for the cash value of a corresponding number of shares of VEREIT’s Common Stock or, at the option of VEREIT, a corresponding number of shares of VEREIT’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’s operations are 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”).
The actions of the Operating Partnership and its relationship with the General Partner are governed by 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, continuity, 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 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 with terms and provisions consistent with debt issued by the General Partner. 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.

F-20
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Prior to January 8, 2014, the Company was externally managed by ARC Properties Advisors, LLC (the “Former Manager”) on a day-to-day basis, with the exception of certain acquisition, accounting and portfolio management activities which were performed by the Company’s employees. In August 2013, the General Partner’s board of directors determined that it was in the best interests of the Company and its stockholders to become self-managed, and the Company completed its transition to self-management on January 8, 2014.
On March 2, 2015, the General Partner filed restated consolidated financial statements and related financial information as of and for the fiscal years ended December 31, 2013 and 2012 and the interim 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 interim periods ended June 30, 2014 and 2013 (collectively, the “Restatement”) to correct errors that were identified as a result of a previously-announced investigation conducted by the audit committee (the “Audit Committee”) of the General Partner’s board of directors (the “Audit Committee Investigation”), as well as certain other errors that were identified by the Company. In addition, the Restatement reflected corrections of certain immaterial errors and certain previously identified errors that the Company became aware of during 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 year ended December 31, 2013 and the interim periods ended March 31, 2014 and 2013, June 30, 2014 and 2013 and September 30, 2013 are included in these consolidated financial statements and accompanying notes.
Note 2 –   Summary of Significant Accounting Policies
Basis of Accounting
The consolidated financial statements of the Company presented herein include the accounts of the General Partner and its consolidated subsidiaries, including the OP. All intercompany transactions have been eliminated upon consolidation. The financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and its subsidiaries and consolidated joint venture arrangements. The portions of the consolidated joint venture arrangements not owned by the Company are presented as non-controlling interests in VEREIT’s and the OP’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. In addition, as described in  Note 1 –  Organization , certain 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 in the limited partner’s share is presented as non-controlling interests in VEREIT’s consolidated balance sheets, statements of operations, statements of comprehensive income (loss) and statements of changes in equity. Further, 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 shares of Common Stock issued and the carrying value of the OP Units converted is recorded as a component of equity. As of both  December 31, 2015  and  2014 , there were approximately  23.8 million  Limited Partner OP Units outstanding.
During the year ended December 31, 2015 , the Company early adopted the U.S. Financial Accounting Standards Board (the “FASB”) Accounting Standards Update, (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), as described in the “Recent Accounting Pronouncements” section below, which simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current U.S. GAAP, including certain consolidation criteria for a variable interest entity (“VIE”). For legal entities being evaluated for consolidation, the Company must first determine whether the interests that it holds and fees it receives qualify as variable interests in the entity. 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 fees paid to the Company where the Company acts as a decision maker or service provider to the entity being evaluated. If the Company determines that it holds a variable interest in an entity, it evaluates whether that entity is a variable interest entity. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the entity.

F-21
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

A VIE must be consolidated by its primary beneficiary, which is generally defined as the party who has a controlling financial interest in 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 and its obligation to absorb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates any VIEs when the Company is determined to be the primary beneficiary of the VIE and the difference between consolidating the VIE and accounting for it using the equity method could be material to the Company’s consolidated financial statements. The Company continually evaluates the need to consolidate these VIEs based on standards set forth in U.S. GAAP as described above.
Reclassification
As described below, the following items previously reported have been reclassified to conform with the current period’s presentation.
The other debt balance from the prior years has been combined in the consolidated balance sheets and consolidated statements of cash flows into the captions mortgage notes payable and other debt, net and payments on mortgage notes payable and other debt, respectively. State income taxes previously included in general and administrative expenses and federal and state income taxes previously included in other income, net have been combined into the caption (provision for) benefit from income taxes in the consolidated statements of operations. Additionally, the gain on forgiveness of debt previously included in other income, net has been combined into the caption gain (loss) on extinguishment and forgiveness of debt, net.
Further, the designated derivatives, fair value adjustments line item from the prior years has been disaggregated within the consolidated statements of other comprehensive loss into the captions unrealized loss on interest rate derivatives and amount of loss reclassified from accumulated other comprehensive loss into income as interest expense. These captions were previously included within the notes to consolidated financial statements.
Lastly, in connection with the Company’s early adoption of the FASB ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, as discussed in the “Recent Accounting Pronouncements” section below, the Company has applied the new guidance retrospectively and modified the presentation of debt issuance costs related to a recognized debt liability to be presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability (specifically relating to mortgage notes payable, other debt, corporate bonds, convertible debt and the term portion of the credit facility for the Company), rather than presenting the costs as an asset, for all periods presented. The amounts reclassified from the rent and tenant receivables and other assets, net line item to the respective debt liability on the Company’s consolidated balance sheets as of December 31, 2015 and 2014 are $62.7 million and $88.0 million , respectively.
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. As discussed in “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations , Critical Accounting Policies and Significant Accounting Estimates ”, management makes significant estimates regarding goodwill and intangible asset impairments, real estate investment impairment, loans held for investment, program development costs, allocation of purchase price of business combinations and income taxes as well as the consolidation of equity investments.
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
Upon classifying a real estate investment as held for sale, the Company will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. As of December 31, 2015 , 17 properties were classified as held for sale. As of

F-22
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

December 31, 2014, two properties were classified as held for sale, which were sold during the first quarter of 2015. See Note 6 – Real Estate Investments for further discussion regarding properties 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 value 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.
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, fixtures and improvements and are depreciated over their respective useful lives.
Investment in Unconsolidated Entities
Unconsolidated Joint Ventures
Investment in unconsolidated joint ventures as of December 31, 2015 and 2014 consisted of the Company’s interest in three joint ventures that owned three properties and the Company’s interest in six joint ventures that owned six properties, respectively, (the “Unconsolidated Joint Ventures”). As of December 31, 2015 and 2014 , the Company owned aggregate equity investments of $52.8 million and $94.2 million , respectively, 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 in other income, net in the consolidated statements of operations. During the years ended December 31, 2015 and 2014 , the Company recognized $2.3 million and $1.5 million , respectively, of net income from the Unconsolidated Joint Ventures. See Note 6 – Real Estate Investments for further discussion on investments in Unconsolidated Joint Ventures.
Managed REITs
In conjunction with its Cole Merger (defined below), 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”); Cole Credit Property Trust V, Inc. (“CCPT V”); and other real estate offerings in registration (collectively with CCPT IV, CCIT, INAV and CCIT II, the “Managed REITs”). As of December 31, 2015 and 2014 , the Company owned aggregate equity investments of $4.1 million and $3.9 million , respectively, in the Managed REITs and other affiliated offerings. On January 29, 2015, CCIT merged with Select Income REIT and was no longer managed by Cole Capital. Prior to the CCPT Acquisition Date (defined below), Cole Credit Property Trust, Inc., a Maryland corporation (“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 in other income, net in the consolidated statements of operations. During the years ended December 31, 2015 and 2014 , the Company recognized $46,000 of net income and $1.6 million of net loss, respectively, from the Managed REITs. See Note 18 – Related Party Transactions and Arrangements for further discussion on the Managed REITs.
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 company are recorded on the same basis as they were carried by the acquired company 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

F-23
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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, fixtures 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 buildings, fixtures and improvements are based on cost segregation studies performed by independent third parties or 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 10 – Fair Value Measures , 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 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.
Leasehold Improvements and Property and Equipment
The Company leases its corporate 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 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.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

In the event the Company disposes of a property that constitutes a business under U.S. GAAP, the Company will allocate a portion of the REI segment’s goodwill to that property in determining the gain or loss on the disposal of the property. 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 the Cole Capital segment each comprise one reporting unit.
Impairments
Real Estate Assets
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, decrease in net operating income, bankruptcy or other credit concerns of a property’s major tenant or tenants, such as history of late payments, rental concessions and other factors, as well as significant decreases in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses or reduced lease rates. When impairment indicators are identified or if a property is considered to have a more likely than not probability of being disposed of within the next 12 to 24 months, the Company assesses the recoverability of the assets by determining whether the carrying value 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 value, 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. The Company recorded impairment charges of $91.8 million related to 202 properties for the year ended December 31, 2015 and impairment charges of $100.5 million related to 16 properties for the year ended December 31, 2014 . The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in detail in Note 10 – Fair Value Measures . See also Note 6 – Real Estate Investments for further discussion regarding real estate investment activity.
Goodwill
The Company evaluates 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 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. While the Company believes its assumptions are reasonable, there are no guarantees as to actual results. Changes in assumptions based on actual results may have a material impact on the Company’s financial results. The Company recorded impairment charges to goodwill of $139.7 million and $223.1 million related to the Cole Capital reporting unit for the years ended December 31, 2015 and 2014 , respectively. The assumptions and uncertainties utilized in the evaluation of the impairment of goodwill are discussed in detail in Note 10 – Fair Value Measures . Goodwill activity by segment is also discussed in Note 5 – Goodwill and Other Intangibles .
Intangible Assets
The Company evaluates intangible assets 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 value, the Company will adjust the intangible assets to their respective fair values and recognize an impairment loss.
The Company’s intangible assets primarily consist of management and advisory contracts that the Company has with certain Managed REITs. The Company will estimate the fair value of the intangible assets using a discounted cash flow model specific to the applicable Managed REITs. The evaluation of intangible assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain assumptions. While the Company believes its assumptions are reasonable, there are no guarantees as to actual results. Changes in assumptions based on actual results may have a material impact on the Company’s financial results. The Company recorded impairment charges to intangible assets of $73.7 million and $86.4 million for the years ended December 31, 2015 and 2014 , respectively. The assumptions and uncertainties utilized in the evaluation of the impairment of intangibles are discussed in detail in Note 10 – Fair Value Measures . Intangible assets are also discussed in Note 5 – Goodwill and Other Intangibles .

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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 value 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 value 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 years ended December 31, 2015 and 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 value of such assets may not be recoverable. If this review indicates that the carrying value 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 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 leasehold improvements and property and equipment were identified during the years ended December 31, 2015 and 2014 .
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 several high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.
Restricted Cash
The Company had $59.8 million and $62.7 million , respectively, in restricted cash as of December 31, 2015 and 2014 . Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. Included in restricted cash at December 31, 2015 was  $47.9 million in lender reserves and $11.9 million  held in restricted lockbox accounts. Included in restricted cash at December 31, 2014 was  $36.9 million in lender reserves and $25.8 million  held in restricted lockbox accounts. As part of certain debt agreements, rent from certain of the Company’s tenants is deposited directly into a lockbox account, from which the monthly debt service payments are disbursed to the lender and the excess funds are then disbursed to the Company.
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 or due to bargain purchase options. 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 analysis 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.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Loans Held for Investment
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. As of December 31, 2015 and 2014 , the Company owned 10 and 14 loans held for investment, respectively.
The Company evaluates its loan investments for possible impairment on a quarterly basis. The Company evaluated the collectability of an unsecured note due from an affiliate of the Former Manager during the three months ended December 31, 2015 , as discussed in Note 8 – Loans Held for Investment and Note 18 – Related Party Transactions and Arrangements . The Company focused on assessing the liquidity of the borrower, the lien position of the note and the contractual obligations of the borrower. Based on the analysis, the Company concluded that it was unlikely that the unsecured note will be repaid and recorded a reserve for loan loss equal to the $15.3 million carrying value of the note for the three months ended December 31, 2015 .
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 an 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, 2015 , the Company had no other-than-temporary impairment losses. See Note 7 –   Investment Securities, at Fair Value for further discussion.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. As discussed in “Reclassifications” and “Recent Accounting Pronouncements” in this note, the Company historically presented the costs as an asset for the respective financing agreements. These costs were amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs were written off when the associated debt was refinanced or repaid before maturity. Pursuant to FASB ASU 2015-03, the presentation of all deferred financing costs, other than those associated with the revolving credit facility, has been reclassified such that the debt issuance costs related to a recognized debt liability is presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset . The presentation of deferred financing costs relating to the revolving credit facility , however, is not addressed in the guidance and the Company has not reclassified such costs. As such, the Company’s current and corresponding prior period total deferred financing costs, net in the accompanying consolidated balance sheets and as discussed in Note 9 – Rent and Tenant Receivables and Other Assets, Net relate only to the revolving credit facility and the historical presentation, amortization and treatment of unamortized costs are still applicable. As of December 31, 2015 and 2014 , the Company had $26.1 million and $38.2 million , respectively, of deferred financing costs, net of accumulated amortization, related to the revolving credit facility . 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.

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Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

During the year ended December 31, 2015 and 2014 , the Company wrote off $0.5 million and $6.6 million , respectively, of deferred financing costs upon early repayment of various mortgages which are included in extinguishment of debt, net in the accompanying consolidated statements of operations. During the year ended December 31, 2014 , the Company also wrote off $64.2 million of deferred financing costs in connection with the execution of the various credit facility amendments and certain financing arrangements that did not close, primarily the termination of the 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 is included in interest expense in the accompanying consolidated statements of operations.
Convertible Debt
On July 29, 2013, the Company issued $300.0 million of Convertible Senior Notes due 2018 (the “2018 Convertible Notes”) and, pursuant to an over-allotment exercise by the underwriters of such 2018 Convertible Notes offering, issued an additional $10.0 million of its 2018 Convertible Notes on August 1, 2013. On December 10, 2013, the Company issued an additional $287.5 million of the 2018 Convertible Notes through a reopening of the indenture relating to the 2018 Convertible Notes. Also on December 10, 2013, the Company issued $402.5 million of Convertible Senior Notes due 2020 (the “2020 Convertible Notes and, together with the 2018 Convertible Notes, the “Convertible Notes”). The 2018 Convertible Notes mature on August 1, 2018 and the 2020 Convertible 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 Convertible 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 respective 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 respective term 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 designated 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.
Revenue Recognition – REI
The Company’s revenues, which primarily consist of 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. When the Company acquires a property, the term of each existing lease is considered to commence as of the acquisition date for the purposes of this calculation. 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

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Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

payments required through the expiration of the initial term of the lease. Straight-line rent receivables are included in rent and tenant receivables and other assets, net, in the consolidated balance sheets. See Note 9 – Rent and Tenant Receivables and Other Assets, Net . Cost recoveries from tenants are included in operating expense reimbursements in the consolidated statements of operations in the period the related costs are incurred. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. As of December 31, 2015 and 2014 , the Company had $67.2 million and $57.8 million , respectively, of deferred rental income, which is included in deferred rent, derivative, and other liabilities in 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 uncertain, the Company will record an increase in the allowance for uncollectible accounts in the consolidated balance sheets or record a direct write-off of the receivable in the consolidated statements of operations. As of December 31, 2015 and 2014 , the Company maintained an allowance for uncollectible accounts of $6.6 million and $2.5 million , respectively.
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 dealer manager and advisory 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 also earns property management, asset management and disposition fees from certain joint ventures and other real estate programs. The Company is also reimbursed for certain costs incurred in providing these services. Securities sales commissions and dealer manager reimbursements are recorded as revenue as the expenses are incurred, as long as reimbursement is reasonably assured. 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 issued by such participating broker-dealers and the amount of marketing support provided by such participating broker-dealers. Refer to Note 18 – Related Party Transactions and Arrangements for further discussion.
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 triggers the contingent rental income is achieved, or until such sales upon which percentage rent is based are known.
Program Development Costs
The Company pays for organization, registration and offering expenses associated with the sale of common stock of the Managed REITs, as further discussed in Note 18 – Related Party Transactions and Arrangements . 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, which are included in rent and tenant receivables and other assets, net on the consolidated balance sheets. 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. Additional reserves are generally recorded if actual proceeds raised from the offerings and corresponding program development costs incurred differ from management’s assumptions. During the three months ended December 31, 2015 and 2014 , the Company assessed the expected collectability of the program development costs based on assumptions used to evaluate goodwill and intangible asset impairments and recorded additional reserves for uncollectible amounts of $11.3 million and $13.1 million , respectively, which was recorded to general and administrative expenses in the consolidated statements of operations.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Acquisition Related Expenses and Merger and Other Non-routine Transaction Related Expenses
All costs incurred as a result of a business combination are classified as acquisition related expenses or merger and other non-routine transaction related expenses 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 indicate that the activities driving the cost directly relate to activities necessary to complete, or effect, self-originating purchases are classified as acquisition related expenses.
Similar costs incurred in relation to mergers, which are not considered self-originating purchases, and other non-routine transaction related expenses are included in merger and other non-routine transactions in the consolidated statements of operations. Merger and other non-routine transaction related expenses include the following costs (amounts in thousands):
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Merger related expenses:
 
 
 
 
 
 
Strategic advisory services
 
$
—

 
$
35,765

 
$
62,332

Transfer taxes
 
(2,509
)
 
5,109

 
8,931

Legal fees and expenses
 
—

 
5,464

 
15,081

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 transaction related expenses:
 
 
 
 
 
 
Post-transaction support services
 
—

 
14,251

 
4,000

Subordinated distribution fee
 
—

 
78,244

 
98,360

Audit Committee Investigation and related matters (1)
 
44,242

 
17,660

 
—

Furniture, fixtures and equipment
 
—

 
14,085

 
5,800

Legal fees and expenses
 
2,704

(2)  
8,216

(3)  
950

Personnel costs and other reimbursements
 
—

 
2,718

 
2,546

Other fees and expenses
 
632

 
9,016

 
481

Total costs incurred
 
45,069


200,405


210,543

Insurance recoveries
 
(11,441
)
 
(789
)
 
—

Total
 
$
33,628

 
$
199,616

 
$
210,543

___________________________________
(1)
Includes all fees and costs associated with the Audit Committee Investigation and various litigations and investigations prompted by the results of the Audit Committee Investigation, including fees and costs incurred pursuant to the Company’s indemnification obligations.
(2)
For the year ended December 31, 2015 , legal fees and expenses primarily relate to fees incurred in connection with a legal matter resolved in early 2014, which the Company received invoices for in 2015.
(3)
Prior period legal fees and expenses were impacted by the reclassifications, as described above, to conform to the manner of presentation in the current period.
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 18 – Related Party Transactions and Arrangements for further explanation.
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 17 – Equity-based Compensation for additional information on these plans.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Per Share Data
Income (loss) per basic share of Common Stock is calculated by dividing net income (loss) less dividends on unvested restricted shares of Common Stock and dividends on preferred stock 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.
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 of reportable segments requires the Company’s management to exercise certain judgments. Refer to Note 4 – Segment Reporting for further discussion.
Income Taxes
The General Partner currently qualifies and has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code. As a REIT, except as discussed below, the General Partner 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 deduction for dividends paid and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the General Partner 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 U.S. federal income tax purposes. As a partnership, the OP is not a taxable entity for U.S. 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.
As of December 31, 2015 , the OP and the General Partner had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended December 31, 2011 remain open to examination by the major taxing jurisdictions to which the OP, the General Partner, American Realty Capital Trust III, Inc. (“ARCT III”), CapLease, Inc. (“CapLease”), American Realty Capital Trust IV, Inc., (“ARCT IV”), Cole Real Estate Investments, Inc. (“Cole”) and Cole Credit Property Trust, Inc. are subject.
Under the LPA, the OP is to conduct business in such a manner as to permit the General Partner at all times to qualify as a REIT.
The Company conducts substantially all of its Cole Capital segment 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, the 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 provision or benefit related to significant or unusual 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 or benefit from income taxes may change as new events occur, additional information is obtained or the tax environment changes.

F-31
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes the revenue recognition requirements in Revenue Recognition, Accounting Standards Codification (“ASC”) (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 in exchange for those goods or services. In August 2015, an amendment to ASU 2014-09 was issued to defer the effective date for all entities by one year. For public business entities, certain not-for-profit entities and certain employee benefit plans, the guidance should be applied to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of the new standard on its financial statements.
In February 2015, the FASB issued ASU No. 2015-02, which eliminates the deferral of Financial Accounting Standard (“ FAS”) No. 167, Amendments to FASB Interpretation No. 46(R), modifies the evaluation of whether limited partnerships and similar legal entities are variable or voting interest entities, eliminates the presumption that the general partner should consolidate a limited partnership, modifies the consolidation analysis for reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships, and provides a scope exception for reporting entities with interests in legal entities that operate as registered money market funds . These changes require re-evaluation of the consolidation conclusion for certain entities and require the Company to revise its analysis 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, with early adoption permitted. As disclosed above, the Company elected to early adopt ASU 2015-02 during the third quarter of 2015 . The adoption had no material impact on the interests in joint venture arrangements, Managed REITs and other arrangements and therefore had no impact on the previous or current reporting periods’ statements of financial position, results of operations, or retained earnings.
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30). The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than presenting the costs as an asset. Amortization of the issuance costs is to be treated as interest expense. The previous requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, “Elements of Financial Statements,” which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. FASB Concepts Statement No. 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. After the update is adopted, debt disclosures will include the face amount of the debt liability and the effective interest rate. For public companies, ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and is to be applied retrospectively t o all prior periods presented in the financial statements , with early adoption permitted. The Company elected to early adopt this guidance during the fourth quarter of 2015. An entity is required in the year of adoption to provide certain disclosures about the change in accounting principle, including the nature of and reason for the change, the transition method, a description of the prior-period information that has been retrospectively adjusted and the effect of the change on the financial statement line items. See the reclassification discussion above for further information.
The guidance in ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of such authoritative guidance, ASU 2015-15 states that an entity may defer presenting debt issuance costs as an asset and subsequently amortizing that deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This update became effective upon announcement on June 18, 2015. As such, the Company’s evaluation of the guidance concludes that all debt issuance costs will be netted against debt, with the exception of costs related to the revolving line of credit, due to its variability.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The update eliminates the requirement that an acquirer in a business combination account for measurement period adjustments retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The ASU is applied prospectively to adjustments to provisional amounts that occur after the effective date. The amendment will be considered by the Company for any future business combinations.

F-32
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

In January 2016, the FASB, issued ASU 2016-01, Financial Instruments (Subtopic 825-10) , which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this update also require an entity to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently evaluating the impact that this new guidance will have on its financial statements.
Note 3 – Mergers with Real Estate Businesses
American Realty Capital Trust III, Inc. Merger
On December 14, 2012, the Company 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 the Company (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 the Company’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, the Company paid an aggregate of $350.4 million in cash for holders holding 29.2 million in shares that elected cash consideration, or 16.5% of the then outstanding holders of shares of ARCT III’s common stock (which was equivalent to 27.7 million shares of the Company’s Common Stock based on the ARCT III Exchange Ratio). In addition, 140.7 million shares of the Company’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 the Company when the Company 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 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 the Company, Common Stock of the Company.
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 18 – 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 the Company, prior to the Company’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

F-33
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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.
CapLease, Inc. Merger
On May 28, 2013, the Company entered into an Agreement and Plan of Merger (the “CapLease Merger Agreement”) with CapLease Inc., a Maryland corporation (“CapLease”), and certain subsidiaries of each company. The CapLease Merger Agreement provided for the merger of CapLease with and into a subsidiary of the Company (the “CapLease Merger”).
On November 5, 2013, the Company 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 the Company, 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 the Company, 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 were recorded, as of the acquisition date, at their respective fair values. Any excess of purchase price over the fair values was recorded as goodwill. Results of operations for CapLease are included in the Company’s consolidated financial statements from the date of acquisition.
Purchase Price Allocation of the CapLease Merger
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.
Initially, the purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their preliminary fair values. During the three months ended December 31, 2014, we identified certain measurement period adjustments that impacted the provisional accounting, which decreased the fair value of the identifiable mortgage notes payable assumed by the Company in the amount of  $27.3 million , resulting in a  $27.3 million  increase in goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed in the CapLease Merger as of the CapLease Merger date (in thousands):
 
 
As of CapLease
Merger Date
Fair value of merger consideration
 
$
920,697

 
 
 
Identifiable assets acquired at fair value:
 
Land
 
235,843

Buildings, fixtures and improvements
 
1,596,481

Land and construction in process
 
12,352

Acquired intangible lease assets
 
191,964

Total real estate investments
 
2,036,640

Cash and cash equivalents
 
41,799

Investment securities
 
60,730

Loans held for investment
 
26,457

Restricted cash
 
29,119

Rent and tenant receivables and other assets, net
 
21,574

Total identifiable assets purchased
 
$
2,216,319


F-34
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

 
 
As of CapLease
Merger Date
Identifiable liabilities assumed at fair value:
 
Mortgage notes payable
 
$
1,010,171

Secured credit facility
 
121,000

Other debt
 
114,208

Below-market leases
 
57,058

Derivative liabilities
 
158

Accounts payable and accrued expenses
 
49,291

Deferred rent, derivative and other liabilities
 
8,619

Total liabilities assumed
 
1,360,505

 
 
 
Non-controlling interests
 
567

 
 
 
Net identifiable assets acquired
 
855,247

Goodwill
 
65,450

Net assets acquired
 
$
920,697

The fair value of real estate investments and below-market leases were estimated by the Company with the assistance of third-party valuation firms. The estimated fair values of these assets and liabilities totaled $2.0 billion and $57.1 million , respectively, as of the date of the CapLease Merger. The ascribed value of the non-controlling interest was estimated based on the fair value at the CapLease Merger date of the percentage ownership of The Woodlands, Texas development activity not held by the Company.
The fair values of the remaining CapLease assets and liabilities were calculated in accordance with the Company’s policy on purchase price allocation, as discussed in Note 2 –   Summary of Significant Accounting Policies .
Goodwill of $65.5 million was 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.
American Realty Capital Trust IV, Inc. Merger
On July 1, 2013, the General Partner entered into an Agreement and Plan of Merger, as amended (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, 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 the Company’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 the Company’s behalf, paid $651.4 million in cash, the Company 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 the Company when shares of the Company’s Common Stock and Series F Preferred Stock were issued to former common stockholders of ARCT IV, respectively.

F-35
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

On January 3, 2014, the OP entered into a 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 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 statements 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 the Company.
In addition, as part of the 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 the Company’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/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.
Cole Real Estate Investments, Inc. Merger
On October 22, 2013, the Company 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 the Company (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 the Company, any subsidiary of the Company or any wholly owned subsidiary of Cole, was converted into the right to receive either (i) 1.0929 shares of the Company’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 the Stock Consideration and holders of approximately 2% of outstanding Cole shares elected to receive the Cash Consideration, pursuant to the terms of the Cole Merger Agreement, resulting in the Company 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 the Company when shares of the Company’s Common Stock were issued to former common stockholders of Cole.

F-36
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

In addition, the Company 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, the Company issued, but had not yet allocated, 0.4 million shares with dividend equivalent rights commensurate with the Company’s Common Stock. In accordance with the LPA, the Operating Partnership issued a corresponding number of General Partner OP Units to the Company when shares of the Company’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 shares of Common Stock transferred to former Cole executives, was determined based on the closing market price of the Company’s Common Stock on the Cole Acquisition Date.
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 were recorded as of the acquisition date at their respective fair values. Any excess of purchase price over the fair values was recorded as goodwill. Results of operations for Cole are included in the Company’s consolidated financial statements subsequent to the Cole Acquisition Date.
Purchase Price Allocation of Cole Merger
Initially, the purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their preliminary fair values. During the three months ended December 31, 2014, we identified certain measurement period adjustments that impacted the provisional accounting, which decreased the fair value of the identifiable management and advisory contracts with the Managed REITs and corresponding deferred tax liability by  $80.4 million and $30.7 million , respectively, and an increase of $49.6 million to goodwill as of the Cole Acquisition Date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Cole Acquisition Date (in thousands):
 
 
As of Cole
Acquisition Date
Identifiable assets acquired at fair value:
Land
 
$
1,737,839

Buildings, fixtures and improvements
 
5,901,827

Acquired intangible lease assets
 
1,324,217

Total real estate investments
 
8,963,883

Investment in unconsolidated entities
 
103,966

Investment securities, at fair value
 
151,197

Loans held for investment, net
 
72,326

Cash and cash equivalents
 
149,965

Restricted cash
 
15,704

Intangible assets
 
305,000

Deferred costs and other assets
 
94,667

Due from affiliates
 
3,301

Total identifiable assets acquired
 
$
9,860,009


F-37
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

 
 
As of Cole
Acquisition Date
Identifiable liabilities assumed at fair value:
Mortgage notes payable, net
 
$
2,706,585

Credit facilities
 
1,309,000

Other debt
 
49,013

Below-market lease liabilities
 
212,433

Accounts payable and accrued expenses
 
142,243

Deferred rent, derivative and other liabilities
 
204,558

Dividends payable
 
6,271

Due to affiliates
 
44,242

Total liabilities assumed
 
4,674,345

 
 
 
Non-controlling interests
 
24,766

 
 
 
Net identifiable assets acquired
 
5,160,898

Goodwill
 
2,262,547

Net assets acquired
 
$
7,423,445

The fair values of real estate investments, including acquired lease intangibles, and below-market lease liabilities allocated to the REI segment were estimated by the Company with the assistance of a third-party valuation firm. 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.
Goodwill of $1.7 billion was assigned to the REI segment. The goodwill recognized was 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 was assigned to the Cole Capital segment. The goodwill was 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 were calculated in accordance with the Company’s policy on purchase price allocation, as disclosed in Note 2 –   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 6 – Real Estate Investments is presented as if Cole had been included in the consolidated results of the Company for the entire period ended December 31, 2014 .
Cole Credit Property Trust, Inc. Merger
On March 17, 2014, the Company and a wholly owned subsidiary entered into an Agreement and Plan of Merger (the “CCPT Merger Agreement”) with CCPT. The CCPT Merger Agreement provided for the merger of CCPT with and into a direct subsidiary of the Company (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 Company 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 Company 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 Company accepted for payment and paid for all shares of CCPT Common Stock that were validly tendered in the Offer. As of the

F-38
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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, the Company 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 the Company 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, the Company completed its acquisition of CCPT by effecting a short-form merger under Maryland law, pursuant to which CCPT was merged with and into a subsidiary of the Company, with the subsidiary surviving the merger as a wholly owned subsidiary of the Company. 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 CCPT, the Company or any subsidiary of the Company, 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.
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 were recorded as of the acquisition date at their respective fair values. Any excess of purchase price over the fair values was recorded as goodwill. Results of operations for CCPT are included in the Company’s consolidated financial statements subsequent to the CCPT Acquisition Date.
Fair Value of Consideration Transferred
The 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.
Purchase Price Allocation of CCPT Acquisition
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 following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the CCPT Acquisition Date (in thousands):
 
 
As of CCPT
Acquisition Date
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

 
 
 

F-39
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

 
 
As of CCPT
Acquisition Date
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 were estimated by the Company with the assistance of a third party valuation firm. 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.
The fair value of the remaining CCPT assets and liabilities were calculated in accordance with the Company’s policy on purchase price allocation, as disclosed in Note 2 –   Summary of Significant Accounting Policies .
The amounts of revenue and net loss related to the CCPT Merger 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 6 – Real Estate Investments is presented as if CCPT had been included in the consolidated results of the Company for the entire year ended December 31, 2014 .
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 an affiliate of Blackstone Real Estate Partners VII L.P. (“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 and DDR Corp. (“DDR”), pursuant to which the parties subsequently consummated the sale of the Company’s multi-tenant shopping center portfolio. See Note 6 – Real Estate Investments for further discussion on the sale of the properties, which closed on October 17, 2014.
Note 4 – Segment Reporting
The Company has two reportable segments as it has organized its operations into two segments for management and internal financial reporting purposes, REI and Cole Capital, as further discussed below.
REI – Through its REI segment, the Company owns and actively manages a diversified portfolio of retail, restaurant, office and industrial real estate properties subject to long-term net leases with creditworthy tenants. As of December 31, 2015 , the

F-40
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Company owned 4,435 properties comprising 99.6 million square feet of retail and commercial space located in 49 states, the District of Columbia, Puerto Rico and Canada, which includes properties owned through consolidated joint ventures. The rentable space at these properties was 98.6% leased with a weighted-average remaining lease term of 10.6 years. In addition, as of December 31, 2015 , the Company owned 10 CMBS and 10 loans held for investment.
Cole Capital – Through its Cole Capital segment, the Company is responsible for managing the day-to-day affairs of the Managed REITs, raising capital for those Managed REITs still in offering, identifying and making acquisitions and investments on the Managed REITs’ behalf and recommending to the respective board of directors of each of the Managed REITs 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 and assists in obtaining regulatory approvals from the SEC, the Financial Industry Regulatory Authority, Inc. and various blue sky jurisdictions for such offerings.
The Company allocates certain operating expenses, such as legal 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 segment (in thousands):
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
REI segment:
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Rental income
 
$
1,339,787

 
$
1,271,574

 
$
310,508

Direct financing lease income
 
2,720

 
3,603

 
2,244

Operating expense reimbursements
 
98,628

 
100,522

 
16,571

Total real estate investment revenues
 
1,441,135


1,375,699


329,323

Operating expenses:
 
 
 
 
 
 
Acquisition related
 
5,649

 
35,578

 
76,113

Merger and other non-routine transactions, net of insurance recoveries
 
33,628

 
197,647

 
210,543

Property operating
 
130,855

 
137,741

 
23,629

Management fees to affiliates
 
—

 
13,888

 
17,462

General and administrative
 
64,691

 
76,261

 
120,998

Depreciation and amortization
 
817,477

 
844,743

 
210,976

Impairment of real estate
 
91,755

 
100,547

 
3,346

Total operating expenses
 
1,144,055


1,406,405


663,067

Operating income (loss)
 
297,080


(30,706
)

(333,744
)
Other (expense) income:
 
 
 
 
 
 
Interest expense
 
(358,392
)
 
(452,648
)
 
(105,548
)
Gain (loss) on extinguishment and forgiveness of debt, net
 
4,812

 
(21,869
)
 
—

Other income, net
 
6,251

 
79,542

 
3,824

Reserve for loan loss
 
(15,300
)
 
—

 
—

Gain on disposition of interest in joint venture
 
6,729

 
—

 
—

Loss on derivative instruments, net
 
(1,460
)
 
(10,570
)
 
(67,946
)
Gain (loss) on investment securities
 
65

 
6,357

 
(2,206
)
Total other expenses, net
 
(357,295
)

(399,188
)

(171,876
)
Loss before taxes and real estate dispositions
 
(60,215
)

(429,894
)

(505,620
)
Loss on disposition of real estate, net
 
(72,311
)
 
(277,031
)
 
—

Loss before taxes
 
(132,526
)

(706,925
)

(505,620
)
Provision for income taxes
 
(3,569
)
 
(7,313
)
 
(2,195
)
Net loss
 
$
(136,095
)

$
(714,238
)

$
(507,815
)

F-41
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Cole Capital segment:
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Offering-related fees and reimbursements
 
$
24,410

 
$
87,109

 
$
—

Transaction service fees and reimbursements
 
30,109

 
64,956

 
—

Management fees and reimbursements
 
60,363

 
51,493

 
—

Total Cole Capital revenues
 
114,882


203,558


—

Operating expenses:
 
 
 
 
 
 
Cole Capital reallowed fees and commissions
 
16,195

 
66,228

 
—

Acquisition related
 
594

 
3,362

 
—

Merger and other non-routine transactions, net of insurance recoveries
 
—

 
1,969

 
—

General and administrative
 
84,375

 
91,167

 
—

Depreciation and amortization
 
30,134

 
71,260

 
—

Impairments of goodwill and intangibles
 
213,339

 
309,444

 
—

Total operating expenses
 
344,637


543,430


—

Operating loss
 
(229,755
)

(339,872
)

—

Total other income, net
 
2,486

 
2,621

 
—

Loss before taxes
 
(227,269
)

(337,251
)

—

Benefit from income taxes
 
39,872

 
40,577

 
—

Net loss
 
$
(187,397
)

$
(296,674
)

$
—

 
 
 
 
 
 
 
Total Company:
 
 
 
 
 
 
Total revenues
 
$
1,556,017


$
1,579,257


$
329,323

Total operating expenses
 
$
1,488,692


$
1,949,835


$
663,067

Total other expense, net
 
$
(354,809
)

$
(396,567
)

$
(171,876
)
Net loss
 
$
(323,492
)

$
(1,010,912
)

$
(507,815
)
 
 
Total Assets
 
 
December 31, 2015
 
December 31, 2014
REI segment
 
$
16,966,729

 
$
19,683,135

Cole Capital segment
 
439,137

 
744,001

Total Company
 
$
17,405,866


$
20,427,136

Note 5 – Goodwill and Other Intangibles
Goodwill
In connection with the CapLease Merger and the Cole Merger, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. The goodwill recorded as a result of the Cole Merger was allocated between the Company’s two segments, the REI segment and the Cole Capital segment.
In the event the Company disposes of a property that constitutes a business under U.S. GAAP, the Company will allocate a portion of the REI segment’s goodwill to that property in determining the gain or loss on the disposal of the property. The amount of goodwill allocated to the property will be based on the relative fair value of the property to the fair value of the REI segment. Future property acquisitions that constitute a business will be integrated into the REI segment and therefore will also be allocated goodwill upon disposition.
The Company evaluates 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 analysis performed for the annual goodwill test during the three months ended December 31, 2015 resulted in an impairment charge of $139.7 million in the Cole Capital reporting unit. See Note 10 – Fair Value Measures for a discussion of the Company’s accounting policies regarding impairments of goodwill.

F-42
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

The following table summarizes the Company’s goodwill activity by segment from January 1, 2013 to December 31, 2015 (in thousands):
 
 
REI Segment
 
Cole Capital Segment
 
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
 
1,654,085

 
558,835

 
2,212,920

Measurement period adjustments
 
(27,339
)
 
49,627

 
22,288

Goodwill allocated to dispositions (1)
 
(210,139
)
 
—

 
(210,139
)
Impairment
 
—

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

 
385,398


1,894,794

Goodwill allocated to dispositions and held for sale assets (1)
 
(98,765
)
 
—

 
(98,765
)
Impairment
 
—

 
(139,655
)
 
(139,655
)
Balance as of December 31, 2015
 
$
1,410,631


$
245,743


$
1,656,374

_______________________________________________
(1)
Included in loss on disposition of real estate, net, in the consolidated statements of operations.
Intangible Assets
The intangible assets primarily consisted of management and advisory contracts that the Company has with certain Managed REITs, which are subject to an estimated useful life of approximately four years.
In connection with the annual goodwill impairment test, the fair value of the intangible assets were analyzed during the three months ended December 31, 2015 . Based on this analysis, the Company concluded that the carrying value of the intangible assets exceeded the fair value and an impairment charge of $73.7 million was recorded. Prior to the impairment, the Company recorded $22.5 million of amortization expenses related to the intangible assets and $3.4 million subsequent to the impairment. The estimated amortization expense is expected to be $26.1 million , $16.6 million , $4.0 million for each of the years ending December 31, 2016, 2017, 2018, respectively, and $3.8 million for the nine months ended September 30, 2019. See Note 2 –   Summary of Significant Accounting Policies for a discussion of the Company’s accounting policies regarding impairments of intangible assets. The intangible assets were $50.8 million and $150.4 million , net of accumulated amortization of $3.4 million and $16,000 , respectively, as of December 31, 2015 and 2014 .
Intangible Lease Assets and Liabilities
Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2015 and 2014 (amounts in thousands, except weighted-average useful life):
 
 
Weighted-Average Useful Life
 
December 31, 2015
 
December 31, 2014
Intangible lease assets:
 
 
 
 
 
 
In-place leases, net of accumulated amortization of $398,770 and $236,096, respectively
 
13.6
 
$
1,458,354

 
$
1,816,508

Leasing commissions, net of accumulated amortization of $1,035 and $505, respectively
 
9.1
 
4,872

 
4,205

Above-market leases, net of accumulated amortization of $47,041 and $22,471, respectively
 
16.0
 
308,306

 
355,269

Total intangible lease assets, net
 
 
 
$
1,771,532

 
$
2,175,982

 
 
 
 
 
 
 
Intangible lease liabilities:
 
 
 
 
 
 
Below-market leases, net of accumulated amortization of $38,340 and $19,123, respectively
 
16.8
 
$
251,692

 
$
317,838


F-43
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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, 2015 (amounts in thousands) :
 
 
2016
 
2017
 
2018
 
2019
 
2020
In-place leases:
 
 
 
 
 
 
 
 
 
 
Total to be included in amortization expense
 
$
172,641

 
$
157,734

 
$
144,024

 
$
132,307

 
$
122,660

Leasing Commissions
 
 
 
 
 
 
 
 
 
 
Total to be included in amortization expense
 
$
720

 
$
693

 
$
506

 
$
434

 
$
413

Above-market lease assets:
 
 
 
 
 
 
 
 
 
 
Total to be deducted from rental income
 
$
25,901

 
$
25,559

 
$
24,999

 
$
23,037

 
$
22,557

Below-market lease liabilities:
 
 
 
 
 
 
 
 
 
 
Total to be included in rental income
 
$
21,304

 
$
21,140

 
$
20,804

 
$
19,971

 
$
18,661

Note 6 – Real Estate Investments
The Company acquired controlling financial interests in 16 commercial properties, including nine land parcels for build-to-suit development, for an aggregate purchase price of $36.3 million during the year ended December 31, 2015 . During the year ended December 31, 2014 , the Company acquired controlling interests in 1,107 commercial properties, including a sale-leaseback transaction of 522 Red Lobster ® restaurants and 20 other branded restaurant properties and 31 land parcels, but excluding the properties acquired in the Cole Merger, CCPT Merger and the ARCT IV Merger, for an aggregate purchase price of $3.8 billion . During the year ended December 31, 2013, the Company acquired controlling interests in 1,739 properties, excluding the properties acquired in the Caplease Merger, for an aggregate purchase price of $3.5 billion .
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands):
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Real estate investments, at cost:
 
 
 
 
 
 
Land
 
$
5,051

 
$
808,930

 
$
883,491

Buildings, fixtures and improvements
 
26,503

 
2,494,379

 
2,311,211

Land and construction in progress
 
2,140

 
11,030

 
—

Total tangible assets
 
33,694

 
3,314,339


3,194,702

Acquired intangible assets:
 
 
 
 
 
 
In-place leases
 
2,580

 
545,389

 
334,839

Above-market leases
 
153

 
112,484

 
12,317

Assumed intangible liabilities:
 
 
 
 
 
 
Below-market leases
 
(108
)
 
(107,185
)
 
(21,446
)
Fair value adjustment of assumed notes payable
 
—

 
(23,589
)
 
—

Total purchase price of assets acquired
 
36,319

 
3,841,438


3,520,412

Mortgage notes payable assumed
 
—

 
(301,532
)
 
—

Cash paid for acquired real estate investments
 
$
36,319


$
3,539,906


$
3,520,412



F-44
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

The following table presents unaudited pro forma information as if all of the Company’s acquisitions in 2014, including the Cole Merger, the ARCT IV Merger and the CCPT Merger, as discussed in Note 3 – Mergers with Real Estate Businesses , 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 to stockholders was adjusted to exclude acquisition related expenses of $38.8 million and $76.1 million for the years 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 years ended December 31, 2014 and 2013, respectively. Data below is presented in thousands.
 
 
Year Ended December 31,
 
 
2014
 
2013
 
 
(Unaudited)
 
(Unaudited)
Pro forma revenues
 
$
1,853,014

 
$
1,585,511

Pro forma net (loss) attributable to stockholders
 
$
(606,549
)
 
$
(478,093
)
The following table presents unaudited pro forma information as if the Company’s acquisitions in 2013, including the CapLease Merger discussed in  Note 3 – Mergers with Real Estate Businesses , during the year ended December 31, 2013 had been consummated on January 1, 2012. 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, 2012. Additionally, the unaudited pro forma net loss attributable to stockholders was adjusted to exclude acquisition related expenses of  $76.1 million  and  $45.1 million  for the years ended December 31, 2013 and 2012, respectively, and merger and other transaction related expenses of  $278.3 million  and  $2.6 million  for the years ended December 31, 2013 and 2012, respectively (amounts in thousands).
 
 
Year Ended December 31,
 
 
2013
 
2012
 
 
(Unaudited)
 
(Unaudited)
Pro forma revenues
 
$
574,058

 
$
467,434

Pro forma net (loss) attributable to stockholders
 
$
(75,132
)
 
$
(15,708
)
Future Lease Payments
The following table presents future minimum base rent 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)
2016
 
$
1,281,206

 
$
4,505

2017
 
1,254,404

 
4,105

2018
 
1,220,730

 
3,071

2019
 
1,180,046

 
2,397

2020
 
1,140,336

 
2,023

Thereafter
 
8,545,006

 
5,892

Total
 
$
14,621,728

 
$
21,993

____________________________________
(1)
37 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 minimum base rental cash payments due to the Company under the lease agreements on these respective properties.

F-45
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Investment in Direct Financing Leases, Net
The components of the Company’s net investment in direct financing leases as of December 31, 2015 and 2014 are as follows (in thousands):
 
 
December 31, 2015
 
December 31, 2014
Future minimum lease payments receivable
 
$
21,993

 
$
27,199

Unguaranteed residual value of property
 
31,562

 
39,852

Unearned income
 
(7,243
)
 
(10,975
)
Net investment in direct financing leases
 
$
46,312


$
56,076

Development Activities
The Company has contracted with a developer to complete a portfolio of build-to-suit development projects, of which 31 have been completed as of December 31, 2015 , for an aggregate cost of $45.1 million to date and the remaining six projects are expected to be completed within the next 12 months. Pursuant to the agreement between the Company and the developer, the Company will acquire the respective land parcel for each development and subsequently pay a fixed construction draw until the project is complete. During the year ended December 31, 2015 , two other build-to-suit and expansion projects were completed and placed into service for an aggregate cost of $55.0 million . During the years ended December 31, 2015 and 2014 , the Company capitalized $1.2 million and $0.3 million , respectively, of interest expense associated with development projects.The Company is also in the process of completing four other build-to-suit, redevelopment and expansion projects, which are expected to increase its revenue as a result of the additional square footage and improvement of the quality of the properties. Below is a summary of the construction commitments as of December 31, 2015 (dollar amounts in thousands):
Development projects in progress
 
10

 
 
 
Investment to date
 
$
17,185

Estimated cost to complete (1)
 
3,660

Total Investment (2)
 
$
20,845

_______________________________________________
(1)
The Company is contractually committed to fund a developer $1.9 million to complete the remaining six build-to-suit developments.
(2)
Excludes tenant improvement costs incurred in accordance with existing leases. As of December 31, 2015 , $2.8 million of tenant improvement costs were included in land and construction in progress in the consolidated financial statements.
Property Dispositions and Held for Sale Assets
During the year ended December 31, 2015 , the Company disposed of 228 properties, including two properties owned by consolidated joint ventures, for aggregate sales price of $1.4 billion , resulting in consolidated proceeds of $966.1 million after debt assumptions and closing costs. The Company recorded a loss of $72.3 million related to the sales,which included $98.8 million of goodwill allocated in the cost basis of such properties, which is included in loss on disposition of real estate, net in the accompanying consolidated statements of operations. During the year ended December 31, 2015 , the Company also had one property that had been foreclosed upon with a net book value of $38.2 million at the time of foreclosure. During the year ended December 31, 2014 , the Company disposed of 45 single-tenant properties and 65 anchored shopping center properties for aggregate proceeds of $1.6 billion . The Company has no continuing involvement with these properties. The dispositions were not classified as discontinued operations for any period presented.
During the year ended December 31, 2015 , the Company also disposed of its interest in one consolidated joint venture, whose only assets consisted of investments in three unconsolidated joint ventures, for an aggregate gross sales price of $77.5 million , of which the Company’s share was $69.8 million based on its ownership interest, resulting in consolidated proceeds of $43.0 million after debt repayment and closing costs. The debt obligation of the consolidated joint venture was held by an unconsolidated entity. The Company recorded a gain of $6.7 million related to the sale of the consolidated joint venture, which is included in gain on disposition of interest in joint venture in the accompanying consolidated statements of operations.
As of December 31, 2014 , there were two properties classified as held for sale, both of which were sold during the year ended December 31, 2015 . As of December 31, 2015 , there were 17 properties (the “2015 Held for Sale Properties”) classified as held for sale. The 2015 Held for Sale Properties are estimated to be sold in the next 12 months as part of the Company’s portfolio management strategy. To reflect the 2015 Held for Sale Properties’ fair values less cost to sell, the Company recorded a loss of $3.2 million , which included $2.1 million of goodwill allocated in the cost basis of such properties, for the year ended December

F-46
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

31, 2015 . The loss on properties held for sale is included in loss on disposition of real estate, net in the accompanying consolidated statements of operations.
Multi-tenant Shopping Center Portfolio Sale
On October 17, 2014, the Company completed the sale of a portfolio consisting of  64  multi-tenant properties and  seven  single-tenant properties (the “Multi-tenant Portfolio”) for  $1.9 billion  to the Blackstone/DDR Joint Venture. 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 $195.5 million  of goodwill allocation.
The Multi-tenant Portfolio was 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. 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
)
 
—

Loss from Multi-Tenant Portfolio
 
$
(1,254
)
 
$
—

Impairment of Real Estate Investments
The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. See Note 2 –   Summary of Significant Accounting Policies for a discussion on the Company’s accounting policies regarding impairment of real estate assets.
During the years ended December 31, 2015 and 2014 , real estate assets with carrying values totaling $340.0 million and $199.5 million , respectively, were deemed to be impaired and their carrying values were reduced to their estimated fair values of $248.3 million and $99.0 million , respectively, resulting in impairment charges of $91.8 million and $100.5 million , respectively.
Unconsolidated Joint Ventures
As of December 31, 2015 , the Company had interests in three unconsolidated joint ventures with aggregate equity investments of $52.8 million , which had interests in three properties comprising 0.9 million of square feet of retail and office space (the “Unconsolidated Joint Ventures”). The Company accounts for the Unconsolidated Joint Ventures using the equity method of accounting as discussed in detail in Note 2 –   Summary of Significant Accounting Policies .
The following is a summary of the Company’s percentage ownership and carrying amount related to each of the Unconsolidated Joint Ventures as of December 31, 2015 (dollar amounts in thousands):
Name of Joint Venture
 
 Partner
 
Ownership % (1)
 
Carrying Amount
of Investment (2)
Cole/Mosaic JV South Elgin IL, LLC
 
Affiliate of Mosaic Properties and Development, LLC
 
50%
 
$
6,591

Cole/LBA JV OF Pleasanton CA, LLC
 
Affiliate of LBA Realty
 
90%
 
32,947

Cole/Faison JV Bethlehem GA, LLC
 
Faison-Winder Investors, LLC
 
90%
 
13,222

 
 
 
 
 
 
$
52,760

_______________________________________________
(1)
The Company’s ownership interest in this table reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests.

F-47
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

(2)
The total carrying amount of the investments is greater than the underlying equity in net assets by $10.0 million . This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with the Cole Merger. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy.
Tenant Concentration
As of December 31, 2015 , there were no tenants exceeding 10% of the Company’s consolidated annualized rental income. Annualized rental income is rental revenue under the Company’s leases on operating properties reflecting straight-line rent adjustments associated with contractual rent increases in the leases as required by U.S. GAAP, which includes the effect of any tenant concessions, such as free rent, and excludes any contingent rent, such as percentage rent.
Geographic Concentration
As of December 31, 2015 , properties located in Texas represented 13.1% of the Company’s consolidated annualized rental income. There were no other geographic concentrations exceeding 10% of the Company’s consolidated annualized rental income as of December 31, 2015 .
Industry Concentration
As of December 31, 2015 , tenants in the restaurant - casual dining and manufacturing industries accounted for 16.6% and 10.1% of the Company’s consolidated annualized rental income, respectively. There were no other industry concentrations exceeding 10% of the Company’s consolidated annualized rental income as of December 31, 2015 .
Note 7 –   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 in 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, 2015 and 2014 (in thousands):
 
 
December 31, 2015
 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
CMBS
 
$
52,115

 
$
2,169

 
$
(980
)
 
$
53,304

 
 
December 31, 2014

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

 
$
2,207

 
$
(20
)
 
$
58,646

As of December 31, 2015 and 2014 , the Company owned 10 CMBS with an estimated aggregate fair value of $53.3 million and $58.6 million , respectively. The Company generally receives monthly payments of principal and interest on the CMBS. As of December 31, 2015 , the Company earned interest on the CMBS at rates ranging between 5.88% and 8.95% . As of December 31, 2015 , the fair value of three CMBS were below their amortized cost. The Company believes that none of the unrealized losses on investment securities are other-than-temporary as management expects the Company will receive all contractual principal and interest related to these investments.
The scheduled maturity of the Company’s CMBS as of December 31, 2015 is as follows (in thousands):
 
 
December 31, 2015
 
 
Amortized Cost
 
Fair Value
Due within one year
 
$
77

 
$
82

Due after one year through five years
 
23,594

 
24,622

Due after five years through 10 years
 
13,440

 
13,495

Due after 10 years
 
15,004

 
15,105

Total
 
$
52,115


$
53,304


F-48
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Note 8 – Loans Held for Investment
Unsecured Note Reserve
During the three months ended December 31, 2015 , the Company assessed the collectability of an unsecured note held with an affiliate of the Former Manager after December’s debt service payment was not paid. The Company assessed the liquidity of the borrower, the lien position of the note and the other obligations of the borrower. Based on the analysis, the Company concluded that it was unlikely that the unsecured note will be repaid and recorded a reserve for loan loss equal to the $15.3 million carrying value of the note for the three months ended December 31, 2015 .
Mortgage Notes Receivable
As of December 31, 2015 , the Company owned 10 mortgage notes receivable with a weighted-average interest rate of 6.3% and weighted-average years to maturity of 13.7 years. The following table details the mortgage notes receivable as of December 31, 2015 (dollar amounts in thousands):
Outstanding Balance
 
Carrying Value
 
Interest Rate Range
 
Maturity Date Range
$
26,115

 
$
24,238

 
5.6
%
–
7.2%
 
March 2016
–
January 2033
The Company’s mortgage notes receivable are comprised primarily of fully-amortizing or nearly fully-amortizing first mortgage loans. The Company has one mortgage note receivable where the Company does not receive monthly payments of principal and interest but rather the interest is capitalized into the outstanding balance that is due at maturity. The mortgage notes receivable are primarily on commercial real estate, each leased to a single tenant. Therefore, the Company’s monitoring of the credit quality of its mortgage notes receivable is focused primarily on an analysis of the tenant, including review of tenant quality and ratings, 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-to-value ratio (principal amount outstanding divided by the estimated value of the property) and its remaining term until maturity.
The following table summarizes the scheduled aggregate principal payments due to the Company on the mortgage notes receivable subsequent to December 31, 2015 (in thousands):
 
 
Outstanding Balance
Due within one year
 
$
1,307

Due after one year through five years
 
5,339

Due after five years through 10 years
 
6,632

Due after 10 years (1)
 
16,668

Total
 
$
29,946

____________________________________
(1) Includes additional $3.8 million o f interest that will be capitalized into the outstanding balance of the mortgage note receivable subsequent to December 31, 2015 .

F-49
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Note 9 – Rent and Tenant Receivables and Other Assets, Net
Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2015 and 2014 (in thousands):
 
 
December 31, 2015
 
December 31, 2014
Accounts receivable, net  (1)
 
$
44,798

 
$
66,021

Straight-line rent receivable
 
161,079

 
89,355

Deferred costs relating to revolving credit facility, net (2)
 
26,110

 
38,199

Prepaid expenses
 
9,773

 
15,171

Leasehold improvements, property and equipment, net (3)
 
18,180

 
21,351

Restricted escrow deposits
 
1,190

 
34,339

Deferred tax asset and tax receivable
 
25,287

 
15,924

Program development costs, net (4)
 
12,855

 
12,871

Derivative assets, at fair value
 
1,892

 
5,509

Other assets
 
2,473

 
3,179

Total
 
$
303,637


$
301,919

___________________________________
(1)
Allowance for doubtful accounts was $6.6 million and $2.5 million as of December 31, 2015 and 2014 , respectively.
(2)
Accumulated amortization for deferred costs related to the revolving credit facility were $19.4 million and $10.8 million as of December 31, 2015 and 2014 , respectively.
(3)
Amortization expense for leasehold improvements totaled $2.2 million , $1.3 million and $7,000 for the years ended December 31, 2015 , 2014 and 2013 , respectively. Accumulated amortization was $2.6 million and $1.2 million as of December 31, 2015 and 2014 , respectively. Depreciation expense for property and equipment totaled $2.1 million , $1.6 million and $5,000 for the years ended December 31, 2015 , 2014 and 2013 , respectively. Accumulated depreciation was $3.7 million and $1.6 million as of December 31, 2015 and 2014 , respectively.
(4)
As of December 31, 2015 and 2014 , the Company had reserves of $34.8 million and $13.1 million , respectively, relating to the program development costs.
Note 10 – Fair Value Measures
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. U.S. GAAP 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 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. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the year ended December 31, 2015 . The Company expects that changes in classifications between levels will be infrequent.

F-50
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Items Measured at Fair Value on a Recurring Basis
The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 , 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, 2015
Assets:








CMBS
 
$
—

 
$
—

 
$
53,304

 
$
53,304

Interest rate swap assets

—

 
1,892

 
—


1,892

Total assets
 
$
—

 
$
1,892

 
$
53,304

 
$
55,196

Liabilities:
 
 
 
 
 
 
 
 
Interest rate swap liabilities

$
—

 
$
(6,922
)
 
$
—


$
(6,922
)



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
)
CMBS – The Company’s CMBS are carried at fair value and are valued using Level 3 inputs. The Company used estimated non-binding quoted market prices from the trading desks of financial institutions that are dealers in such securities for similar CMBS tranches that actively participate in the CMBS market. Broker quotes are only indicative of fair value and may not necessarily represent what the Company would receive in an actual trade for the applicable instrument. Management determines that the prices are representative of fair value through its knowledge of and experience in the market. The significant unobservable input used in valuing the CMBS is the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. Significant increases or decreases in the discount rate or market yield would result in a decrease or increase in the fair value measurement. The following risks are included in the consideration and selection of discount rates or market yields: risk of default, rating of the investment and comparable company investments.
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.
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, 2015 , 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.
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 in the accompanying consolidated balance sheets due to their short-term nature and are classified as Level 1 under the fair value hierarchy.

F-51
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

The following are reconciliations of the changes in assets and (liabilities) with Level 3 inputs in the fair value hierarchy for the years ended December 31, 2015 and 2014 (in thousands):
 
 
CMBS
Beginning balance, December 31, 2014
 
$
58,646

Total gains and losses:
 
 
Unrealized loss included in other comprehensive income, net
 
(977
)
Purchases, issuances, settlements and amortization:
 
 
Principal payments received
 
(4,504
)
Amortization included in net income
 
139

Ending Balance, December 31, 2015
 
$
53,304

 
 
CMBS
 
Series D Preferred Stock Embedded Derivative
 
Contingent Consideration
Arrangements
 
Total
Beginning 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

Sale of CMBS acquired in the Cole Merger
 
(158,637
)
 
—

 
—

 
(158,637
)
Return of principal received
 
(3,505
)
 
—

 
—

 
(3,505
)
Amortization included in net loss
 
277

 
—

 
—

 
277

Payment
 
—

 
—

 
314

 
314

Redemption of Series D
 
—

 
30,330

 
—

 
30,330

Ending Balance, December 31, 2014
 
$
58,646


$
—


$
—


$
58,646

The fair values of the Company’s financial instruments that are not reported at fair value in the consolidated balance sheets are reported below (dollar amounts in thousands):
 
 
Level
 
Carrying Amount at December 31, 2015
 
Fair Value at December 31, 2015
 
Carrying Amount at December 31, 2014
 
Fair Value at December 31, 2014
Assets:
 
 
 
 
 
 
 
 
 
 
Loans held for investment
 
3
 
$
24,238

 
$
31,842

 
$
42,106

 
$
42,645

 
 
 
 
 
 
 
 
 
 
 
Liabilities  (1) :
 
 
 
 
 
 
 
 
 
 
Mortgage notes payable and other debt, net
 
2
 
$
3,133,005

 
$
3,240,153

 
$
3,805,761

 
$
3,931,029

Corporate bonds, net
 
2
 
2,547,255

 
2,580,786

 
2,546,499

 
2,709,845

Convertible debt, net
 
2
 
982,217

 
1,007,042

 
977,521

 
1,088,069

Credit facilities
 
2
 
1,460,000

 
1,536,264

 
3,184,000

 
3,145,884

Total liabilities
 
 
 
$
8,122,477

 
$
8,364,245

 
$
10,513,781

 
$
10,874,827

_______________________________________________
(1)
Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs, as discussed in Note 2 –   Summary of Significant Accounting Policies .
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 market interest rates.
Mortgage notes payable and other debt and credit facilities – The fair value is estimated by an independent third party using a discounted cash flow analysis, based on management’s estimates of observable market interest rates.
Convertible debt and corporate bonds – The fair value is estimated based on current pricing marks received from an independent third party.

F-52
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)
Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company’s process for identifying and recording impairment related to real estate assets, goodwill and intangible assets is discussed in Note 2 –   Summary of Significant Accounting Policies .
Real Estate Assets
As discussed in Note 6 – Real Estate Investments , during the year ended December 31, 2015 , real estate assets related to 202 properties were deemed to be impaired and their carrying values were reduced to their estimated fair value of $248.3 million , resulting in impairment charges of $91.8 million . During the  year ended December 31, 2014 , real estate assets related to  16  properties were deemed to be impaired and their carrying values were reduced to their estimated fair values of $99.0 million , resulting in impairment charges of  $100.5 million . The Company estimates fair values using Level 3 inputs and using a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain key assumptions, including, but not limited to, the following: (1) capitalization rate; (2) discount rates; (3) number of years property will be held; (4) property operating expenses; and (5) re-leasing assumptions including number of months to re-lease, market rental income and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of the Company’s tenants. For our impairment tests for the real estate assets during the year ended December 31, 2015, we used a range of discount rates from of 7.3% to 9.0% and capitalization rates from 7.5% to 18.0% .
The following table presents the impairment charges by asset class recorded during the years ended December 31, 2015 and 2014 (dollar amounts in thousands):
 
 
Year Ended December 31,
 
 
2015
 
2014
Properties impaired
 
202

 
16

 
 
 
 
 
Asset classes impaired:
 
 
 
 
Investment in real estate assets, net
 
$
88,465

 
$
100,547

Investment in direct financing leases, net
 
4,020

 
—

Below-market lease liabilities, net
 
(730
)
 
—

Total impairment loss
 
$
91,755

 
$
100,547

Goodwill and Intangible Assets
The Company recorded goodwill impairment charges to the Cole Capital reporting unit of $139.7 million and $223.1 million for the years ended December 31, 2015 and 2014 , respectively. The Company also tested the goodwill allocated to the REI reporting unit for impairment during the years ended December 31, 2015 and 2014 . The carrying values of the REI reporting unit were $17.4 billion and $19.3 billion at the 2015 and 2014 measurement dates, respectively, which exceeded the fair values by 13.0% and 5.5% , respectively. As such, no goodwill impairment was recorded during the years ended December 31, 2015 and 2014 to the REI reporting unit. In connection with the annual goodwill impairment test, the fair value of the intangible assets were also analyzed, as discussed in Note 5 – Goodwill and Other Intangibles . Based on this analysis, impairment charges of $73.7 million and $86.4 million were recorded for the years ended December 31, 2015 and 2014 , respectively.
The Company estimated the fair value of the two reporting units, REI and Cole Capital, using both the income and market approach in evaluating goodwill for impairment. The assumptions utilized in the income approach include, but are not limited to, revenue growth rates, future cash flows and a discount rate. For our most recent impairment test for the intangible assets during the three moths ended December 31, 2015, we used a discount rate of 12.5% .The assumptions utilized in the market approach include, but are not limited to, future cash flows, the selection of comparable companies and measures of operating results and pricing multiples. AFFO and EBITDA multiples for market comparable companies were used to estimate the fair value of the REI and Cole Capital reporting units, respectively, by applying those multiples to the projected financial information prepared by management.

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Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

The uncertainties associated with the fair value assumptions for Cole Capital include, but are not limited to: (i) the Company’s ability to timely reinstate certain selling agreements that were suspended as a result of the Audit Committee Investigation and the resulting restatements, (ii) the timing and extent of capital raised and deployed on behalf of the Managed REITs, (iii) the actual timing of closing an offering or executing a liquidity event on behalf of a Managed REIT, and (iv) operations of future managed real estate programs. The uncertainties associated with the fair value assumptions for the goodwill allocated to the REI reporting unit are the same as the uncertainties for real estate assets.
If all other assumptions were held constant, increasing the discount rate by 1.0% for Cole Capital would increase the goodwill impairment charge by approximately $13.7 million or 9.8% and would increase the intangible assets impairment charge by approximately $1.3 million or 1.8% . If all other assumptions were held constant, increasing the discount rate by 1.0% would decrease the carrying value in excess of fair value of the REI reporting unit from 13.0% to 3.5% .
Note 11 – Debt
As of December 31, 2015 , the Company had $8.1 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 3.8 years and a weighted-average interest rate of 3.75% . The following table summarizes the carrying value of debt as of December 31, 2015 and 2014 , and the debt activity for the year ended December 31, 2015 (in thousands):
 
 
 
 
 
Year Ended December 31, 2015
 
 
 
 
 
Balance as of December 31, 2014
 
Debt Issuances, Net (1)
 
Repayments, Extinguishment and Assumptions
 
Accretion and (Amortization)
 
Balance as of December 31, 2015
Mortgage notes payable:
 
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 
$
3,689,796

 
$
1,445

 
$
(651,359
)
 
$
—

 
$
3,039,882

 
Net premiums (2)
 
70,139

 
—

 
13,646

 
(24,383
)
 
59,402

 
Deferred costs
 
(31,839
)
 
(193
)
 
5,956

 
5,056

 
(21,020
)
Other debt:
 
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 
45,325

 
—

 
(11,862
)
 
—

 
33,463

 
Premium (2)
 
501

 
—

 
—

 
(243
)
 
258

Mortgages and other debt, net
 
3,773,922


1,252


(643,619
)

(19,570
)

3,111,985

Corporate bonds:
 
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 
2,550,000

 
—

 
—

 
—

 
2,550,000

 
Discount (3)
 
(3,501
)
 
—

 
—

 
756

 
(2,745
)
 
Deferred costs
 
(15,418
)
 
(128
)
 
—

 
4,624

 
(10,922
)
Corporate bonds, net
 
2,531,081


(128
)

—


5,380


2,536,333

Convertible debt:
 
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 
1,000,000

 
—

 
—

 
—

 
1,000,000

 
Discount (3)
 
(22,479
)
 
—

 
—

 
4,700

 
(17,779
)
 
Deferred costs
 
(24,665
)
 
—

 
—

 
5,338

 
(19,327
)
Convertible debt, net
 
952,856


—


—


10,038


962,894

Credit facility:
 
 
 
 
 
 
 
 
 
 
 
Outstanding balance
 
3,184,000

 
60,000

 
(1,784,000
)
 
—

 
1,460,000

 
Deferred costs (4)
 
(16,081
)
 
(55
)
 
—

 
4,726

 
(11,410
)
Credit facility, net
 
3,167,919


59,945


(1,784,000
)

4,726


1,448,590

 
 
 
 
 
 
 
 
 
 
 
 
Total debt
 
$
10,425,778


$
61,069


$
(2,427,619
)

$
574


$
8,059,802

____________________________________
(1)
“Debt Issuances, Net” includes the incurrence and reclassification of certain costs associated with deferred financing costs.
(2)
Net premiums on mortgage notes payable and other debt were recorded upon the assumption of the respective debt instruments in relation to the various mergers and acquisitions. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective debt instruments using the effective-interest method.
(3)
Discounts on the corporate bonds and convertible debt were recorded based upon the fair value of the respective debt instruments as of the respective issuance dates. Amortization of these discounts is recorded as an increase to interest expense over the remaining term of the respective debt instruments using the effective-interest method.
(4)
Deferred costs relate to the term portion of the credit facility, as discussed in Note 2 –   Summary of Significant Accounting Policies .

F-54
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Mortgage Notes Payable
The Company’s mortgage notes payable consisted of the following as of December 31, 2015 (dollar amounts in thousands):
 
 
Encumbered Properties
 
Gross Carrying Value of Collateralized Properties (1)
 
Outstanding Balance
 
Weighted-Average
Interest Rate (2)
 
Weighted-Average Years to Maturity
Fixed-rate debt (3)
 
653

 
$
5,991,403

 
$
3,031,644

 
5.08
%
 
5.1
Variable-rate debt
 
1

 
24,651

 
8,238

 
3.19
%
 
0.7
Total (4)
 
654

 
$
6,016,054

 
$
3,039,882

 
5.08
%
 
5.1
____________________________________
(1)
Gross carrying value is gross real estate assets, including investment in direct financing leases, net of gross real estate liabilities.
(2)
Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2015 .
(3)
Includes $248.1 million of variable-rate debt fixed by way of interest rate swap arrangements. 
(4)
The table above does not include loan amounts associated with the Unconsolidated Joint Ventures of  $103.3 million , none  of which is recourse to the Company. These loans represent secured fixed and variable rates ranging from 2.24% to 5.20% and maturities ranging from April 2016  to  July 2021 , with a weighted-average interest rate of 2.95% and a weighted-average years to maturity of 1.9 years as of December 31, 2015 .
The Company’s mortgage loan agreements generally restrict corporate guarantees and require the maintenance of financial covenants, including maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios). The mortgage loan agreements contain no dividend restrictions except in the event of default or when a distribution would drive liquidity below the applicable thresholds. At December 31, 2015 , the Company believes it was in compliance with the debt covenants under the mortgage loan agreements, except for a loan in default that is described below, and had no restrictions on the payment of dividends.
During the year ended December 31, 2015 , an aggregate of $548.9 million of mortgage notes payable was repaid prior to maturity or assumed by the buyer in a property disposition. In connection with the extinguishments, the Company paid prepayment penalties and fees totaling $0.1 million for the year ended December 31, 2015 , which are included in gain (loss) on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. During the year ended December 31, 2014 , an aggregate of $1.6 billion of mortgage notes payable and $0.1 billion of other corporate debt were repaid prior to maturity. Prepayment fees related to mortgage notes payable totaled $35.9 million , which are included in gain (loss) on extinguishment and forgiveness 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 payable that were repaid prior to maturity, which approximated the fair value of the interest rate swaps and which are included in loss on derivative instruments, net in the accompanying consolidated statements of operations.
The Company wrote off the deferred financing costs and net premiums associated with these mortgage notes payable, which resulted in a gain of $41,000 during the year ended December 31, 2015 . During the year ended December 31, 2014 , a gain of $18.3 million was recorded in relation to the write-off of deferred financing costs and net premiums related to mortgage notes payable, while an additional loss of $4.3 million was recorded in relation to similar write-offs related to other corporate debt. These costs are included in gain (loss) on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations. The mortgage notes payable repaid during the year ended December 31, 2015 had a weighted-average interest rate of 4.39% and a weighted-average remaining term of 13.3 years at the time of extinguishment.
On January 13, 2015, a substantially vacant office building in Bethesda, Maryland was foreclosed upon after the Company elected to stop making debt service payments on the related non-recourse loan with an outstanding balance of $53.8 million as of December 31, 2014. As a result of the foreclosure, the Company forfeited its right to the property and was relieved of all obligations on the non-recourse loan. During the year ended December 31, 2015 , the Company recorded a gain on the forgiveness of debt of $4.9 million , which is included in gain (loss) on extinguishment and forgiveness of debt, net in the accompanying consolidated statements of operations.
On March 6, 2015, the Company received a notice of default from the lender of a non-recourse loan, with a principal balance of $38.1 million as of December 31, 2015 , due to the Company’s failure to pay a reserve payment required per the loan agreement. The default on the loan did not result in a cross default on our other indebtedness. Due to the default, the Company is currently accruing interest at the default rate of interest of 10.68% per annum. The Company is engaged with the servicer to complete foreclosure proceedings.

F-55
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to December 31, 2015 (in thousands):
 
 
Total
2016 (1)
 
$
216,006

2017
 
412,515

2018
 
210,993

2019
 
286,426

2020
 
284,161

Thereafter
 
1,629,781

Total
 
$
3,039,882

____________________________________
(1)
Includes $38.1 million of mortgage notes in connection with the default from the lender of a non-recourse loan discussed above.
Other Debt
As of December 31, 2015 , the Company had a secured term loan from KBC Bank, N.V. with an outstanding principal balance of $33.5 million and remaining unamortized premium of $0.3 million (the “KBC Loan”). The interest coupon on the KBC Loan is fixed at 5.81% annually until its maturity in January 2018. The KBC Loan is non-recourse to the Company, subject to limited non-recourse exceptions. The KBC Loan provides for monthly payments of both principal and interest. The scheduled principal repayments subsequent to December 31, 2015 are $12.5 million , $7.7 million and $13.3 million for the years ended December 31, 2016 , 2017 and 2018 , respectively.
The KBC Loan is secured by various investment assets held by the Company. The following table is a summary of the outstanding balance and carrying value of the collateral by asset type as of December 31, 2015 (in thousands):
 
 
Outstanding Balance
 
Collateral Carrying Value
Loans held for investment
 
$
9,245

 
$
20,190

Intercompany mortgage loans
 
2,586

 
7,356

CMBS
 
21,632

 
39,148

 
 
$
33,463


$
66,694

Corporate Bonds
As of December 31, 2015 , the OP had $2.55 billion aggregate principal amount of senior unsecured notes outstanding comprised of 2.00% senior notes due 2017 (the “2017 Senior Notes”), 3.00% senior notes due 2019 (the “2019 Senior Notes”) and 4.60% senior notes due 2024 (the “2024 Senior Notes” and, together with the 2017 Senior Notes and the 2019 Senior Notes, (the “Senior Notes”). The following table presents the three senior notes with their respective terms (dollar amounts in thousands):
 
 
Outstanding Balance
 
Interest Rate
 
Maturity Date
2017 Senior Notes
 
$
1,300,000

 
2.0
%
 
February 6, 2017
2019 Senior Notes
 
750,000

 
3.0
%
 
February 6, 2019
2024 Senior Notes
 
500,000

 
4.6
%
 
February 6, 2024
Total balance and weighted-average interest rate
 
$
2,550,000

 
2.8
%
 

The Senior Notes are guaranteed by the General Partner. The OP may redeem all or a part of any series of the Senior Notes at any time, at its option, for the redemption prices set forth in the indenture governing the Senior Notes. With respect to the 2019 Senior Notes and the 2024 Senior Notes, if such Senior Notes are redeemed on or after January 6, 2019 with respect to the 2019 Senior Notes, or November 6, 2023 with respect to the 2024 Senior Notes, the redemption price will equal 100% of the principal amount of the Senior 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. The Senior Notes are registered under the Securities Act of 1933, as amended, and are freely transferable. The Company believes it was in compliance with the covenants pursuant to the indenture governing the Senior Notes as of December 31, 2015 .

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Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

On January 22, 2015, the Company entered into an agreement in principle with an ad hoc group of holders (the “Senior Noteholder Group”) of the Senior Notes, by which the Senior Noteholder Group agreed not to issue a notice of default due to the Company’s failure to timely deliver certain financial statements in 2014. 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 . The Company and the OP filed the required financial statements with the SEC on March 2, 2015.
Convertible Debt
As of December 31, 2015 , the OP had two tranches of Convertible Notes with an outstanding aggregate balance of $1.0 billion , comprised of the 2018 Convertible Notes and 2020 Convertible Notes. The Convertible Notes are identical to the General Partner’s registered issuance of the same amount of notes to various purchasers in a public offering. The following table presents each of the 2018 Convertible Notes and the 2020 Convertible Notes listed below with their respective terms (dollar amounts in thousands):
 
 
Outstanding Balance
 
Interest Rate
 
Conversion Rate (1)
 
Maturity Date
2018 Convertible Notes
 
$
597,500

 
3.00
%
 
60.5997
 
August 1, 2018
2020 Convertible Notes
 
402,500

 
3.75
%
 
66.7249
 
December 15, 2020
Total balance and weighted-average interest rate
 
$
1,000,000

 
3.30
%
 
 
 
 
____________________________________
(1)
Conversion rate represents the amount of the General Partner OP Units per $1,000 principal amount.
In connection with any permissible conversion election made by the holders of the identical convertible notes issued by the General Partner, the General Partner may elect to convert the 2018 Convertible Notes into cash, General Partner OP Units or a combination thereof, in limited circumstances prior to February 1, 2018 and may convert the 2018 Convertible Notes at any time into such consideration on or after February 1, 2018. Additionally, the General Partner may elect to convert the 2020 Convertible Notes into cash, General Partner OP Units or a combination thereof, in limited circumstances prior to June 15, 2020, and may convert the 2020 Convertible Notes at any time into such consideration on or after June 15, 2020. The Company believes it was in compliance with the covenants pursuant to the indenture governing the Convertible Notes as of December 31, 2015 .
On January 22, 2015, the Company received a notice from the trustee of the indentures (the “Convertible Indentures”) governing each of the Convertible Notes of the Company’s failure to timely deliver certain financial statements in 2014. 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. The Company and the OP filed the required financial statements with the SEC on March 2, 2015.
Credit Facility
The General Partner, as guarantor, and the OP, as borrower, are parties to an unsecured credit facility (the “Credit Facility”) pursuant to a credit agreement, dated as of June 30, 2014, as amended, with Wells Fargo, National Association (“Wells Fargo”), as administrative agent and other lenders party thereto (the “Credit Agreement”).
In 2014, the General Partner, as guarantor, and the OP, as borrower entered into certain agreements with respect to the Credit Agreement which provided for, among other things, an extension of the delivery date of certain financial statements and other deliverables, the suspension of the payment of dividends until such financial statements and other deliverables were provided and a reduction to the maximum amount of indebtedness under the Credit Agreement to  $3.6 billion . In connection with the agreements, the Company agreed to pay certain customary fees to the consenting lenders and agreed to reimburse certain customary expenses of the arrangers. The Company and the OP filed the required financial statements with the SEC on March 2, 2015.
On July 31, 2015, the General Partner and the OP entered into the Second Amendment to Credit Agreement (the “Second Amendment”) with Wells Fargo and other lenders party to the Credit Agreement. Pursuant to the Second Amendment, the maximum capacity under the Credit Facility was reduced from $3.6 billion to $3.3 billion , which included a reduction in the size of the $2.45 billion revolving credit facility to $2.3 billion and the elimination of the $150.0 million multicurrency revolving credit facility. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility was reduced from $50.0 million to $25.0 million . 
In respect of financial covenants, the Second Amendment reduced the Company’s minimum Unencumbered Asset Value (as defined in the Credit Agreement) from $10.5 billion to $8.0 billion . For the purposes of determining Unencumbered Asset Value, the Company is permitted to include restaurant properties representing more than 30% of its Unencumbered Asset Value in such

F-57
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

calculation such that: (i) from July 1, 2015 to June 29, 2016, up to 40% of the Unencumbered Asset Value may be comprised of restaurant properties; and (ii) from June 30, 2016 to December 30, 2016, up to 35% of the Unencumbered Asset Value may be comprised of restaurant properties. From December 31, 2016, the maximum percentage of Unencumbered Asset Value attributable to restaurant properties will be reduced back down to 30% . In connection with the Second Amendment, the Company agreed to pay certain customary fees to the consenting lenders and agreed to reimburse customary expenses of the arrangers, which are recorded as deferred financing costs and included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets.
As of December 31, 2015 , the Credit Facility allowed for maximum borrowings of $3.3 billion , consisting of a $1.0 billion term loan facility and a $2.3 billion revolving credit facility. The outstanding balance on the Credit Facility was $1.5 billion , of which $0.5 billion bore a floating interest rate of 2.04% , at December 31, 2015 . The remaining outstanding balance on the Credit Facility of $1.0 billion is, in effect, fixed through the use of derivative instruments used to hedge interest rate volatility. Including the spread, which can vary based on the General Partner’s credit rating, the interest rate on this portion was 3.29% at December 31, 2015 . As of December 31, 2015 , a maximum of $1.8 billion was available to the OP for future borrowings, subject to borrowing availability.
The revolving credit facility generally bears interest at an annual rate of LIBOR plus 1.00% to 1.80% or Base Rate plus 0.00% to 0.80%  (based upon the General Partner’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 the General Partner’s then current credit rating). 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 General Partner), the commitments of the lenders under the Credit Facility will mature, and payment of any unpaid amounts in respect of the Credit Facility will be 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 the General Partner’s then current credit rating) multiplied by the commitments (whether or not utilized) in respect of the revolving credit facility. 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. The key financial covenants in the Credit Facility, as defined and calculated per the terms of the Credit Agreement, include maintaining (i) a maximum leverage ratio less than or equal to 60% , (ii) a minimum fixed charge coverage ratio of at least 1.5 x, (iii) a secured leverage ratio less than or equal to 45% , (iv) a total unencumbered asset value ratio less than or equal to 60% , (v) a minimum tangible net worth covenant of at least $5.5 billion , (vi) a minimum unencumbered interest coverage ratio of at least 1.75 x and (vii) a minimum unencumbered asset value of at least $8.0 billion . The Company believes it was in compliance with the Credit Agreement and is not restricted from accessing any borrowings under the Credit Facility as of December 31, 2015 .
Note 12 –   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 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

F-58
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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 these objectives, the Company primarily uses interest rate swaps 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.
The effective portion of changes in the fair value of derivatives designated 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, 2015 , 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 $4.7 million will be reclassified from other comprehensive income to interest expense.
As of December 31, 2015 and 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 Swaps (1)
 
December 31, 2015
 
December 31, 2014
Number of Instruments
 
16
 
17
Notional Amount
 
$1,211,651
 
$1,249,004
_______________________________________________
(1)
During the year ended December 31, 2015 , the Company settled an interest rate swap in connection with the prepayment of certain mortgage notes payable. Mortgage notes payable repaid prior to maturity or assumed by the buyer in property dispositions are discussed in detail in Note 11 – Debt .
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets as of December 31, 2015 and 2014 (in thousands):
Derivatives Designated as Hedging Instruments
 
Balance Sheet Location
 
December 31, 2015
 
December 31, 2014
Interest rate swaps
 
Rent and tenant receivables and other assets, net
 
$
1,794

 
$
4,941

Interest rate swaps
 
Deferred rent, derivative and other liabilities
 
$
(6,922
)
 
$
(7,384
)
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 offering of Senior Notes in February 2014, the Company settled the Treasury Lock Agreement for $3.9 million , which was accounted for as a cash flow hedge, recorded to other comprehensive loss and will be amortized into earnings over the 10 -year term of the Treasury Lock. The Company recognized $0.4 million of interest expense for the year ended December 31, 2015 related to the Treasury Lock Agreement.
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. A loss of $1.5 million related to the change in the fair value of derivatives not designated as hedging instruments and other ineffectiveness was recorded directly in earnings for the year ended December 31, 2015 . The Company recorded a loss of $10.6 million for the year ended December 31, 2014 .

F-59
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

As of December 31, 2015 and 2014 , the Company had the following outstanding interest rate derivative that was not designated as a qualifying hedging relationship (dollar amounts in thousands):
Interest Rate Swap
 
December 31, 2015
 
December 31, 2014
Number of Instruments
 
1
 
1
Notional Amount
 
$51,400
 
$51,400
The table below presents the fair value of the Company’s derivative financial instrument not designated as a hedge as well as its classification in the consolidated balance sheets as of December 31, 2015 and December 31, 2014 (in thousands):
Derivatives Not Designated as Hedging Instruments
 
Balance Sheet Location
 
December 31, 2015
 
December 31, 2014
Interest rate swaps
 
Rent and tenant receivables and other assets, net
 
$
98

 
$
568

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, 2015 and December 31, 2014 (in thousands). 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 in the accompanying consolidated balance sheets.
 
 
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, 2015
 
$
1,892

 
$
(6,922
)
 
$
—

 
$
1,892

 
$
(6,922
)
 
$
—

 
$
—

 
$
(5,030
)
December 31, 2014
 
$
5,509

 
$
(7,384
)
 
$
—

 
$
5,509

 
$
(7,384
)
 
$
—

 
$
—

 
$
(1,875
)
Credit Risk Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision specifying that if the Company either defaults or is capable of being declared in default on any of its indebtedness, the Company could also be declared in default on its derivative obligations.
As of December 31, 2015 , 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 $8.5 million . As of December 31, 2015 , the Company has not posted any collateral related to these agreements and was not in breach of any provisions in these agreements. 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 $8.5 million at December 31, 2015 .

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Note 13 – Supplemental Cash Flow Disclosures
Supplemental cash flow information was as follows for the years ended December 31, 2015 and 2014 (in thousands):
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Supplemental Disclosures:
 
 
 
 
 
 
Cash paid for interest
 
$
343,854

 
$
330,652

 
$
49,549

Cash paid for income taxes
 
$
14,179

 
$
7,616

 
$
1,711

Non-cash investing and financing activities:
 
 
 
 
 
 
Common stock issued in merger with Cole
 
$
—

 
$
7,285,868

 
$
—

Accrued capital expenditures and real estate developments
 
$
1,499

 
$
6,868

 
$
—

Common stock issued through distribution reinvestment plan
 
$
—

 
$
—

 
$
25,568

Accrued distributions
 
$
133,817

 
$
9,200

 
$
—

Mortgage note payable relieved by foreclosure
 
$
53,798

 
$
—

 
$
—

Mortgage notes payable assumed in real estate acquisition
 
$
—

 
$
301,532

 
$
—

Mortgage notes payable assumed in real estate disposition
 
$
425,021

 
$
461,111

 
$
—

Note 14 – Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of December 31, 2015 and 2014 (in thousands):
 
 
December 31, 2015
 
December 31, 2014
Accrued interest
 
$
56,273

 
$
56,558

Accrued real estate taxes
 
47,319

 
37,633

Accrued legal fees
 
9,212

 
9,848

Accounts payable
 
2,868

 
10,027

Accrued other
 
36,205

 
48,959

Total
 
$
151,877

 
$
163,025

Note 15 – Commitments and Contingencies
Litigation
The Company is involved in various routine legal proceedings and claims incidental to the ordinary course of its business. There are no material legal proceedings pending against the Company, except as follows:
Government 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 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 former officers and current and former directors have been named as defendants in a number of lawsuits filed following 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, Maryland and Arizona.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Between October 30, 2014 and January 20, 2015, the Company and certain of its former officers and current and former directors, among other individuals and entities, were named as defendants in ten putative securities class action complaints filed in the United States District Court for the Southern District of New York (the “SDNY Actions”). The Court subsequently 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”). Following motions to dismiss filed by the defendants, which were granted in part and denied in part, the lead plaintiff filed an amended class action complaint on December 11, 2015, which asserted claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Certain defendants, including the Company filed motions to dismiss the second amended class action complaint (or portions thereof) on February 12, 2016.
In addition, on November 25, 2014, the Company and certain of its former officers and current and former directors were named as defendants in a putative securities class action complaint 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 “Wunsch Action”). On December 23, 2014, the Company removed the action to the United States District Court for the District of Maryland and on April 15, 2015, the Maryland court transferred the Wunsch Action to the United States District Court for the Southern District of New York. On December 15, 2015, the Wunsch Action was consolidated with the SDNY Consolidated Securities Class Action.
In January 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. On April 17, 2015, the plaintiff filed an amended complaint. On October 27, 2015, the court denied defendants’ motions to dismiss the complaint and all defendants filed answers to the complaint by December 18, 2015.
The Company, certain of its former officers and current and former directors, and the OP (in addition to several other individuals and entities) have also been named as defendants in two additional individual securities fraud actions 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”) and HG Vora Special Opportunities Master Fund, Ltd v. American Realty Capital Properties, Inc., et al., No. 15-cv-4107 (the “HG Vora Action”). The Twin Securities Action and the HG Vora Action seek money damages and assert 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 complaints in either of these actions.
On October 27, 2015, the Company and certain of its former officers, the OP, and other entities were named as defendants in an individual securities fraud action filed in the United States District Court for the District of Arizona, captioned Vanguard Specialized Funds, et al. v. VEREIT, Inc. et al. , No. 15-cv-02157 (ESW) (the “Vanguard Action”). The Vanguard Action seeks money damages and asserts claims for alleged 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 Vanguard Action also asserts claims under Arizona law pursuant to the Arizona Consumer Fraud Act and seeks punitive damages thereunder. On January 21, 2016, the Company filed a motion to transfer the Vanguard Action to the United States District Court for the Southern District of New York and a motion to.dismiss the complaint.
On October 27 and October 28, 2015, the Company and certain of its former officers, the OP, and other entities were named as defendants in four individual securities fraud actions filed in the United States District Court for the Southern District of New York: BlackRock ACS US Equity Tracker Fund, et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08464 (the “BlackRock Action”); PIMCO Funds: PIMCO Diversified Income Fund, et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08466 (the “PIMCO Action”); Clearline Capital Partners LP, et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08467 (the “Clearline Action”); and Pentwater Equity Opportunities Master Fund Ltd., et al. v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08510 (the “Pentwater Action”). All four actions seek money damages arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The BlackRock Action and the PIMCO Action assert claims for alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The BlackRock Action also asserts claims under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The Clearline Action and the Pentwater Action assert claims under Sections 10(b), 18(a) and 20(a) of the Securities Exchange Act of 1934 and Rule

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

10b-5 promulgated thereunder. The Clearline Action and the Pentwater Action also assert a claim for common law fraud under New York law and seek punitive damages thereunder. The Company is not yet required to respond to the complaints in these actions.
On October 28, 2015, the Company and certain of its former officers and directors (among other individuals and entities) were named as defendants in a putative securities class action complaint filed in the United States District Court for the Southern District of New York: IRA FBO John Esposito v. American Realty Capital Properties, Inc. et al. , No. 15-cv-08508 (the “Esposito Action”). The Esposito Action seeks money damages and asserts claims for alleged violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 14(a) of the Securities Exchange Act of 1934 and Rule 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 Company is not yet required to respond to the complaint in the Esposito Action.
On July 31, 2015, the Company and certain of its former officers and current and former directors were named as defendants in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Witchko v. Schorsch, et al ., No. 15-cv-06043 (AKH) (the “Witchko Action”). The Witchko Action asserts claims under Section 14 of the Exchange Act arising out of allegedly false and misleading statements made in the Company’s proxy statements and the incorporation by reference of allegedly false and misleading financial statements. The Witchko Action also seeks money damages and other relief on behalf of the Company, for, among other things, alleged breach of fiduciary duty, abuse of control and unjust enrichment. On October 15, 2015, the Company and other defendants filed motions to dismiss the Witchko Action due to plaintiff’s failure to plead facts, as required under Maryland law, demonstrating that the Board’s decision to refuse plaintiff’s pre-suit demand was wrongful and not a protected business judgment.
On October 30, 2015, the Company and certain of its former officers and directors were named as defendants in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Serafin, et al. v. Schorsch, et al. , No. 15-cv-08563 (the “Serafin Action”). The Serafin Action seeks money damages and other relief on behalf of the Company for, among other things, alleged breach of fiduciary duty and contribution and indemnification. The court has consolidated the Witchko Action and the Serafin Action (together “the SDNY Derivative Action”) and the plaintiffs have designated the complaint filed in the Witchko Action as the complaint in the SDNY Derivative Action. On February 12, 2016, the Company and other defendants filed a motion to dismiss the SDNY Derivative Action due to plaintiffs’ failure to plead facts, as required under Maryland law, demonstrating that the Board’s decision to refuse plaintiff’s pre-suit demand was wrongful and not a protected business judgment. Other defendants also filed motions to dismiss for failure to state a claim.
On December 3, 2015, the Company and certain of its former officers and directors were named as defendants in a shareholder derivate action filed in the Circuit Court for Baltimore City in Maryland, captioned Frampton v. Schorsch, et al., No. 24-C-15-006269 (the “Frampton Action”). The Frampton Action seeks money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty and contribution and indemnification. The Company is required to respond to the complaint by March 7, 2016.
The Company has not reserved amounts for any of the litigation or investigation matters referenced above either because we have not concluded that a loss is probable in the matter or because we believe that any probable loss or range of loss is not reasonably estimable at this time.
ARCT III Litigation Matters
After the announcement of the merger agreement with American Realty Capital Trust III, Inc. (“ARCT III”) in December 2012 (the “ARCT III Merger Agreement”), a putative class action lawsuit was filed in January 2013 against the Company, the OP, ARCT III, ARCT III’s operating partnership, members of the board of directors of ARCT III and certain subsidiaries of the Company in Supreme Court in the State of New York, captioned Qual v. American Realty Capital Properties, et al., No. 650329/2013. The plaintiff alleged, among other things, that the ARCT III board 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. The proposed settlement terms required certain additional disclosures related to the merger, which were included in a Current Report on Form 8-K filed by ARCT III with the SEC on February 21, 2013. On January 28, 2016, plaintiffs voluntarily dismissed their lawsuit without prejudice.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

CapLease Litigation Matters
Following the announcement of the merger agreement with CapLease in May 2013, a number of lawsuits were filed by CapLease stockholders, the following of which remain pending:
On June 25, 2013, a putative class action and derivative lawsuit was filed in the Circuit Court for Baltimore City against the Company, the OP, CapLease, and members of the CapLease board of directors, among others, captioned Tarver v. CapLease, Inc., et al., No. 24-C-13-004176 (the “Tarver Action”). The complaint alleged, among other things, that the merger agreement was the product of breaches of fiduciary duty by the CapLease directors because the transaction purportedly did not provide for full and fair value for the CapLease shareholders and was not the result of a competitive bidding process, the merger agreement allegedly contained coercive deal protection measures and the merger was purportedly 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 alleged that CapLease, the Company, the OP and others aided and abetted the CapLease directors’ alleged breaches of fiduciary duty.
In August 2013, counsel in the Tarver Action filed a motion for a stay in the Baltimore Court, informing the court that the plaintiff had agreed to join and participate in the prosecution of other actions concerning the CapLease transaction then pending in a New York court (which were subsequently dismissed). The stay was granted by the Baltimore Court and the parties have engaged in no subsequent activity in the Tarver Action.
In October 2013, a putative class action lawsuit was filed in the Circuit Court for Baltimore City against the Company, the OP, CapLease, and members of the CapLease board of directors, among others, captioned Poling v. CapLease, Inc., et al., No. 24-C-13-006178 (the “Poling Action”). The complaint alleged that the merger agreement breached 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 was in violation of the Series B Articles Supplementary and the Series C Articles Supplementary. The complaint alleged claims for breach of contract and breach of fiduciary duty against the CapLease entities and the CapLease board of directors, and 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.
In December 2013, all Defendants filed a motion to dismiss the Poling Action, which was granted by the court in May 2015. Plaintiff filed a notice of appeal on June 4, 2015. The appeal is pending.
Cole Litigation Matters
Two actions filed in March and April 2013 in the United States District Court for the District of Arizona, assert shareholder class action claims under the Securities Act of 1933, along with claims for breach of fiduciary duty, abuse of control, corporate waste, and unjust enrichment, among others, relating to the merger between a wholly owned subsidiary of Cole and Cole Holdings Corporation, pursuant to which Cole became a self-managed REIT; Schindler v. Cole Holdings Corp., et al., 13-cv-00712; and Carter v. Cole Holdings Corp., et al., 13-cv-00629. Defendants filed a motion to dismiss both complaints in January 2014. 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 Maryland Cole Merger Action described below.
To date, a number of lawsuits have been filed in connection with the Cole Merger, the following of which remain pending. Between October and November 2013, eight putative stockholder class action or derivative lawsuits were filed in the Circuit Court for Baltimore City, Maryland, which were consolidated in December 2013, under the caption Polage v. Cole Real Estate Investments, Inc., et al. , 24-c-13-006665 (the “Consolidated Maryland Cole Merger Action”).
These lawsuits named the Company, Cole and Cole’s board of directors as defendants, and certain of the actions also named CREInvestments, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Cole, as a defendant. Each complaint generally alleged, among other things, that the individual defendants breached fiduciary duties owed to 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 included claims that the Cole Merger did not provide for full and fair value for the Cole shareholders and 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 facilitated, improper self-dealing by certain defendants.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

In January 2014, the parties to the Consolidated Maryland Cole Merger Action entered into a memorandum of understanding regarding settlement of all claims asserted on behalf of the alleged class of Cole stockholders. The proposed settlement terms required Cole to make certain additional disclosures related to the Cole Merger and contemplated that the parties would enter into a stipulation of settlement, subject to customary conditions, including confirmatory discovery and court approval following notice to Cole’s stockholders. In August 2014, the parties in the Consolidated Maryland Cole Merger Action executed a Stipulation and Release and Agreement of Compromise and Settlement (the “Stipulation”) and 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 December 2014, the parties in the Consolidated Maryland Cole Merger Action executed an Amended Stipulation and Release and Agreement of Compromise and Settlement (the “Amended Stipulation”) modifying the Stipulation. In January 2015, the Baltimore Circuit Court issued an order approving the class settlement pursuant to the terms of the Amended Stipulation. Under the terms of the approved settlement, defendants paid a settlement amount of $14.0 million , half of which was to be used for class counsel’s attorney’s fees. One objector pursued an appeal of the settlement order. That appeal was denied on February 1, 2016.
In December 2013, Realistic Partners filed a putative class action lawsuit against the Company and the then-members of its board of directors in the Supreme Court for the State of New York, captioned Realistic Partners v. American Realty Capital Partners, et al., No. 654468/2013. Cole was later added as a defendant. The plaintiff alleged, 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. 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 would enter into a stipulation of settlement, which would be subject to customary conditions, including confirmatory discovery and court approval following notice to the Company’s stockholders, and provided that the defendants would not object to a payment of up to $625,000 for attorneys’ fees. If the parties enter into a stipulation of settlement, which has not occurred, 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.
Contractual Lease Obligations
The following table reflects the minimum base rent payments due from the Company over the next five years and thereafter for certain ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations (in thousands):
 
 
Future Minimum Base Rent Payments
 
 
Ground Leases
 
Office Leases
2016
 
$
18,518

 
$
5,112

2017
 
17,947

 
4,585

2018
 
15,785

 
4,703

2019
 
15,383

 
4,769

2020
 
14,694

 
4,805

Thereafter
 
236,523

 
14,089

Total
 
$
318,850

 
$
38,063

Purchase Commitments
Cole Capital enters into purchase and sale agreements and deposits funds into escrow towards the purchase of real estate assets, most 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, 2015 , Cole Capital was a party to seven purchase and sale agreements with unaffiliated third-party sellers to purchase a 100% interest in nine properties, subject to meeting certain criteria, for an aggregate purchase price of $59.2 million , exclusive of closing costs. As of December 31, 2015 , Cole Capital had $1.3 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 certain circumstances. Cole Capital will be reimbursed by the assigned Managed REIT for amounts escrowed when the property is assigned to the respective Managed REIT.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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 16 –  Equity
Common Stock and General Partner OP Units
The General Partner is authorized to issue up to 1.5 billion shares of Common Stock. As of December 31, 2015 , the General Partner had approximately 904.9 million shares of Common Stock issued and outstanding.
Additionally, the Operating Partnership had approximately 904.9 million General Partner OP Units issued and outstanding as of December 31, 2015 , corresponding to the General Partner’s outstanding shares of Common Stock.
Preferred Stock and Preferred OP Units

Series A and Series B Convertible Preferred Stock
During the year ended December 31, 2013, the Company converted all 545,454 outstanding shares of its Series A Convertible Preferred Stock and all 283,018 outstanding shares of Series B Convertible Preferred Stock into 829,629 shares of the Company’s common stock, which included dividends on the Series A Convertible Preferred Stock.

Convertible Obligation to Series C Convertible Preferred Stockholders
During the year ended December 31, 2013, the Company issued, through a private placement, 28.4 million shares of Series C Convertible Preferred Stock (the “Series C Stock”) for gross proceeds of $445.0 million . Due to an unconditional obligation to either redeem or convert the Series C Stock into a variable number of shares of common stock that is predominantly based on a fixed monetary amount, the preferred securities were classified as an obligation under U.S. GAAP and were presented in the consolidated balance sheets as a liability prior to their settlement in November 2013. During the year ended December 31, 2013, the Company converted the Series C Stock, in accordance with the terms of the original agreement, into 1.4 million shares of common stock with the remaining balance of Series C Stock settled in cash consideration of $441.4 million .
Contingent Valuation Rights
During the year ended December 31, 2013, the Company issued to certain stockholders of common stock and Series C Stock contingent value rights.
Changes in the fair value of the contingent valuation rights obligation subsequent to issuance date were recorded as a loss on derivatives in the consolidated statements of operations. For the year ended December 31, 2013, the Company recorded a loss on the contingent valuation rights obligation of $69.7 million , which represented the amount settled during 2013.
Series D Preferred Stock
During the year ended December 31, 2013, the Company entered into definitive purchase agreements pursuant to which it agreed to issue Convertible Preferred Stock (“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 the Company’s merger with CapLease, via a private placement. Pursuant to the definitive purchase agreements, the Company issued approximately 21.7 million shares of Series D Preferred and 15.1 million shares of common stock, for gross proceeds of $288.0 million and $186.0 million , respectively, on November 12, 2013. The Series D Preferred Stock paid dividends at the rate of 5.81%  per annum on its 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.
Prior to the redemption, the Company concluded that the conversion option qualifies 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 had a fair value of $16.7 million . The Company recorded the change in fair value of $2.0 million in loss on derivative instruments in the consolidated statements of operations for the year ended December 31, 2013. The Company

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

recorded a loss of $13.6 million  upon redemption of the conversion option in loss on derivative instruments, net in the consolidated statements of operations for the year ended December 31, 2014.
Series F Preferred Stock
On January 3, 2014, in connection with the ARCT IV Merger, 42.2 million shares of Series F Preferred Stock were issued, resulting in the Operating Partnership concurrently issuing 42.2 million General Partner Series F preferred units (“General Partner Series F Preferred Units”) to the General Partner, and 700,000 Series F Preferred Units (“Limited Partner Series F Preferred Units”) to holders of each outstanding unit of American Realty Capital Operating Partnership IV, L.P. (the “ARCT IV Operating Partnership”) (each, an “ARCT IV OP Unit”). As of December 31, 2015 , there were approximately 42.8 million shares of Series F Preferred Stock (and approximately 42.8 million corresponding General Partner Series F Preferred Units) and 86,874 Limited Partner Series F Preferred Units issued and outstanding.
The Series F Preferred Stock will pay cumulative cash dividends at the rate of 6.70% per annum on their liquidation preference of $25.00 per share (equivalent to $1.675 per share 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 was 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 General Partner 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 General Partner redeems or otherwise repurchases them or they become convertible and are converted into Common Stock (or, if applicable, alternative consideration). The Series F Preferred Stock traded on the NASDAQ under the symbol “ARCPP” through July 30, 2015. The Series F Preferred Stock began trading on the NYSE under the symbol “VER PRF” on July 31, 2015. The Series F Preferred Units contain the same terms as the Series F Preferred Stock.
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nontaxable distributions. Nontaxable distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the Series F Preferred Stock distributions we paid on a percentage basis for the years ended December 31, 2015 and 2014 :
 
 
Year Ended December 31,
 
 
2015
 
2014
Ordinary dividends
 
75.9
%
 
100.0
%
Nontaxable distributions
 
—
%
 
—
%
Capital gain distributions
 
24.1
%
 
—
%
Total
 
100
%
 
100
%
Limited Partner OP Units
As of December 31, 2015 and 2014 , the Operating Partnership had approximately 23.8 million of Limited Partner OP Units outstanding.
On March 11, 2015, the Company received redemption requests totaling approximately 13.1 million OP Units ( $126.7 million based on a redemption price of $9.65 ) from certain affiliates of the Former Manager. The Company believes it has potential claims against recipients of those OP Units and has engaged in discussions with affiliates of the Former Manager regarding the redemption requests. Pending any resolution, the Company does not currently intend to satisfy any of the redemption requests. In light of the potential claims, the OP did not pay distributions in respect of a substantial portion of the outstanding Limited Partner OP Units on October 15, 2015 and January 15, 2016, when the Common Stock dividend was otherwise paid.
Public Offerings
On May 28, 2014, the General Partner closed on a public offering of 138.0 million shares of Common Stock at a price of $12.00 per share. The net proceeds to the General Partner 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.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Common Stock Dividends
On December 23, 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. On March 30, 2015, the Company satisfied these financial statement and other information requirements. On August 5, 2015, the Company declared a quarterly dividend of $0.1375 per share of Common Stock for each of the third and fourth quarters of 2015 (representing an annualized dividend rate of $0.55 per share) which was paid on October 15, 2015 and January 15, 2016 to holders of record as of September 30, 2015 and December 31, 2015, respectively.
For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nontaxable distributions. Nontaxable distributions will reduce U.S stockholders’ basis (but not below zero) in their shares. The following table shows the character of the common stock distributions we paid on a percentage basis for the years ended December 31, 2015 , 2014 and 2013 :
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Ordinary dividends
 
75.9
%
 
6.0
%
 
22.3
%
Nontaxable distributions
 
—
%
 
94.0
%
 
77.7
%
Capital gain distributions
 
24.1
%
 
—
%
 
—
%
Total
 
100
%
 
100
%
 
100
%
Common Stock Repurchases
Under the General Partner’s Equity Plan (defined below), individuals have the option to have the General Partner repurchase shares vesting from awards made under the Equity Plan in order to satisfy the minimum federal and state tax withholding obligations. During the year ended December 31, 2015 , the General Partner repurchased 268,414 shares to satisfy the federal and state tax withholding on behalf of employees.
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. Upon the ARCT III Merger, the ARCT III SRP was terminated. Upon the ARCT IV Merger, the ARCT IV SRP was terminated. As of December 31, 2015 , there were 87 cumulative repurchase requests and 188,075 cumulative shares repurchased at an average price per share of $10.46 . During the years ended December 31, 2015 and 2014 , the Company did not repurchase any shares of common stock under the SRP. During the year ended December 31, 2013, the Company had 11 repurchase requests and 4,956 shares repurchased at an average price per share of $24.98 .
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 was 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 Company’s Common Stock at the ARCT III Exchange Ratio, resulting in an additional 140.7 million shares of the Company’s Common Stock outstanding after the exchange. On August 20, 2013, the Company’s board of directors reauthorized its $250.0 million share repurchase program, which was originally authorized in February 2013.
Note 17 – Equity-based Compensation
Equity Plan
The General Partner has adopted an equity plan (the “Equity Plan”), which provides for the grant of stock options, stock appreciation rights, restricted shares of Common Stock (“Restricted Shares”), restricted stock units (“Restricted Stock Units”),

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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. To date, the General Partner has granted fully vested shares of Common Stock, Restricted Shares, Restricted Stock Units and Deferred Stock Units (defined below) under the Equity Plan. Restricted Shares provide for rights identical to those of Common Stock. Restricted Stock Units do not provide for any rights of a common stockholder prior to the vesting of such Restricted Stock Units. In accordance with U.S. GAAP, Restricted Shares are considered issued and outstanding. As is the case when fully vested shares of Common Stock are issued from the Equity Plan, for each Restricted Share awarded under the Equity Plan, the Operating Partnership issues a General Partner OP Unit to the General Partner with identical terms. Upon vesting of Restricted Stock Units, the Operating Partnership issues a General Partner OP Unit to the General Partner for each share of Common Stock issued as a result of such vesting.
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. As of December 31, 2015 , the General Partner had cumulatively awarded under its Equity Plan approximately 4.2 million Restricted Shares, net of the forfeiture of 3.5 million Restricted Shares through that date, 2.1 million Restricted Stock Units, net of the forfeiture of 0.3 million Restricted Stock Units through that date, and 0.1 million Deferred Stock Units, collectively representing approximately 6.3 million shares of Common Stock. Accordingly, as of such date, approximately 86.5 million additional shares were available for future issuance.
During the years ended December 31, 2015 and 2014 , the General Partner awarded 5,634 and 165,838 shares of Common Stock, respectively. The fair value of the awards was determined using the closing stock price on the grant date and expensed in full on the grant date. The Company recorded $0.1 million and $2.0 million of compensation expense related to the awards for the years ended December 31, 2015 and 2014 , respectively, which is recorded in general and administrative expense in the accompanying consolidated statements of operations.
Restricted Shares
The Company has issued Restricted Shares to certain employees and non-executive directors beginning in 2011 through December 31, 2015 . In addition, the Company issued Restricted Shares to employees of affiliates of the Former Manager prior to 2015. The fair value of the Restricted Shares granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis. The fair value of Restricted Shares granted to non-executive directors and employees of affiliates of the Former Manager under the Equity Plan was measured based upon the fair value of goods or services received or the equity instruments granted, whichever was more reliably determinable, and was expensed in full at the date of grant.
During the years ended December 31, 2015 , 2014 and 2013 , the Company recorded $3.9 million , $29.7 million and $8.0 million , respectively, of compensation expense related to the Restricted Shares, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2015 , there is $6.7 million of unrecognized compensation expense related to the Restricted Shares with a weighted-average remaining term of  2.8 years.
The following table details the activity of the Restricted Shares during the years ended December 31, 2015 , 2014 and 2013 :
 
 
Restricted Shares
 
Weighted-Average Grant Date Fair Value
Unvested shares, December 31, 2013
 
931,442

 
$
13.82

Granted
 
6,484,105

 
13.09

Vested
 
(1,675,939
)
 
13.11

Forfeited
 
(3,055,546
)
 
12.65

Unvested shares, December 31, 2014
 
2,684,062

 
$
13.84

Granted
 
4,010

 
9.76

Vested
 
(989,621
)
 
13.88

Forfeited
 
(458,789
)
 
13.68

Unvested shares, December 31, 2015
 
1,239,662

 
$
13.86


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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Time-Based Restricted Stock Units
During the year ended December 31, 2015 , the General Partner awarded Restricted Stock Units to certain employees that will vest if the recipient maintains his/her employment over the requisite service period (the “Time-Based Restricted Stock Units”). The fair value of the Time-Based Restricted Stock Units granted to employees under the Equity Plan is generally determined using the closing stock price on the grant date and is expensed over the requisite service period on a straight-line basis, which is generally three years. During the year ended December 31, 2015 , the Company recorded $1.8 million of compensation expense related to the Time-Based Restricted Stock Units, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. There were no compensation expenses related to the Time-Based Restricted Stock Units recorded for the years ended December 31, 2014 and 2013 . As of December 31, 2015 , there is $4.1 million of unrecognized compensation expense related to the Time-Based Restricted Stock Units with a weighted-average remaining term of  2.3 years.
Deferred Stock Units
During the year ended December 31, 2015 , the General Partner awarded Deferred Stock Units to non-executive directors under the Equity Plan (the “Deferred Stock Units”). Each Deferred Stock Unit represents the right to receive one share of Common Stock. The Deferred Stock Units provide for immediate vesting and will be settled with Common Stock on the earlier of the date on which the respective director separates from the Company or the third anniversary of the grant date. The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed in full on the grant date. During the year ended December 31, 2015 , the Company recorded $0.8 million of expense related to the Deferred Stock Units, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. There were no compensation expenses related to the Deferred Stock Units recorded for the years ended December 31, 2014 and 2013 . As of December 31, 2015 , there is no unrecognized compensation expense related to the Deferred Stock Units.
The following table details the activity of the Time-Based Restricted Stock Units and Deferred Stock Units during the year ended December 31, 2015 . There was no such activity for the years ended December 31, 2014 and 2013 .
 
 
Time-Based Restricted Stock Units
 
Weighted-Average Grant Date Fair Value
 
Deferred Stock Units
 
Weighted-Average Grant Date Fair Value
Unvested units, December 31, 2014
 
—

 
$
—

 
—

 
$
—

Granted
 
671,405

 
9.61

 
90,076

 
8.75

Vested
 
(41,112
)
 
9.46

 
(90,076
)
 
8.75

Forfeited
 
(41,155
)
 
9.76

 
—

 
—

Unvested units, December 31, 2015
 
589,138

 
$
9.61

 
—

 
$
—

Market-Based Restricted Stock Units
During the year ended December 31, 2015 , the General Partner awarded Restricted Stock Units to certain employees under the Equity Plan that are contingent upon the Common Stock reaching a certain market price (the “Market-Based Restricted Stock Units”). The Market-Based Restricted Stock Units would have vested on December 31, 2015 if the employee was still employed as of such date and if the closing price of the Common Stock exceeded $10 per share for 20 consecutive trading days (the “Market Condition”) prior to December 31, 2015. As of December 31, 2015 , the Market Conditions were not satisfied.
If the Market Condition is achieved subsequent to December 31, 2015 but prior to December 31, 2017, the Market-Based Restricted Stock Units will vest on the date the Market Condition is satisfied, provided the recipient has maintained his/her continuous employment for the required period. If the Market Condition is not satisfied by December 31, 2017, the Market-Based Restricted Stock Units will become null and void. The fair value and derived service period of the Market-Based Restricted Stock Units as of their grant date is determined using a Monte Carlo simulation, which takes into account multiple input variables that determine the probability of satisfying the Market Condition. The method requires the input of assumptions, including the future dividend yield and expected volatility of the Common Stock. Compensation expense relating to the awards that are expected to vest upon achieving the Market Condition is recognized on a straight-line basis over the derived service period regardless of whether the Market Condition is satisfied, provided that the requisite service condition has been achieved. The amount of periodic expense recognized is based upon the estimated forfeiture rate, which is updated according to actual forfeiture activity. During the year ended December 31, 2015 , the Company recorded $6.0 million of expense related to the Market-Based Restricted Stock Units which is recorded in general and administrative expense in the accompanying consolidated statements of operations. There were no such expenses related to the Market-Based Restricted Stock Units for the years ended December 31, 2014 and 2013 . As of December 31, 2015 , there is no unrecognized compensation expense related to the Market-Based Restricted Stock Units.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Long-Term Incentive Awards
During the year ended December 31, 2015 , the General Partner awarded long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to certain employees under the Equity Plan. Vesting of the LTI Target Awards is based upon the General Partner’s level of achievement of total stockholder return (“TSR”), including both share price appreciation and Common Stock dividends, as measured equally against a market index and against a peer group for the period from April 1, 2015 through December 31, 2017 (“LTI Performance Period”).
The fair value and derived service period of the LTI Target Awards as of their grant date is determined using a Monte Carlo simulation which takes into account multiple input variables that determine the probability of satisfying the required TSR, as outlined in the award agreements. This method requires the input of assumptions, including the future dividend yield, the expected volatility of the Common Stock and the expected volatility of the market index constituents and the peer group. Compensation expense relating to awards that are expected to vest based upon the General Partner’s expected TSR is recognized on a straight-line basis over the derived service period regardless of whether the necessary TSR is attained, provided that the requisite service condition has been achieved. The amount of periodic expense recognized is based upon the estimated forfeiture rate, which is updated according to actual forfeiture activity. During the year ended December 31, 2015 , the Company recorded $1.9 million of expense related to the LTI Target Awards, which is recorded in general and administrative expense in the accompanying consolidated statements of operations. There were no such expenses related to the LTI Target Awards for the years ended December 31, 2014 and 2013 . As of December 31, 2015 , there is $5.4 million of unrecognized compensation expense related to the LTI Target Awards with a weighted-average remaining term of   1.9 years
The following table details the activity of the unvested Market-Based Restricted Stock Units and the LTI Target Awards during the year ended December 31, 2015 . There was no such activity for the years ended December 31, 2014 and 2013 .
 
 
Market-Based Restricted Stock Units
 
Weighted-Average Grant Date Fair Value
 
LTI Target Awards
 
Weighted-Average Grant Date Fair Value
Unvested units, December 31, 2014
 
—

 
$
—

 
—

 
$
—

Granted
 
922,686

 
8.57

 
816,783

 
11.42

Vested
 
—

 
—

 
(3,311
)
 
11.77

Forfeited
 
(217,882
)
 
8.53

 
(82,024
)
 
11.77

Unvested units, December 31, 2015
 
704,804

 
$
8.58

 
731,448

 
$
11.38

Director Stock Plan
The General Partner adopted the Non-Executive Director Stock Plan (the “Director Stock Plan”), which provided for the grant of Restricted Shares of Common Stock to each of the General Partner’s non-executive directors. As of December 31, 2014 , a total of 99,000 shares of Common Stock was reserved for issuance under the Director Stock Plan and the General Partner had awarded 45,000 of such shares. As of December 31, 2015 , all shares awarded by the General Partner have vested and there was no activity within the Director Stock Plan during the year ended December 31, 2015 . In accordance with the LPA, the Operating Partnership issued an equal number of General Partner OP Units when the General Partner awarded shares under the Director Stock Plan.
The fair value of these Restricted Shares, as well as the corresponding General Partner OP Units issued by the Operating Partnership, under the Director Stock Plan is determined based upon the closing stock price on the grant date.
Multi-Year Outperformance Plans
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 Former Manager was granted 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, as defined by the OPP, for the three -year period that commenced on December 11, 2012.
Pursuant to previous authorization from the General Partner’s board of directors, as a result of the termination of the management agreement with the Former Manager, all of the approximately 8.2 million LTIP Units were deemed 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. There are no awards outstanding under the OPP and the OPP has been terminated.

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

During the years ended December 31, 2014 and 2013 , the Operating Partnership recorded expenses of $1.6 million and $92.3 million , respectively, 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 was allocated to the non-controlling interest on the consolidated balance sheet.
On October 3, 2013, the General Partner’s board of directors approved a multi-year outperformance plan (the “2014 OPP”), which became effective upon the General Partner’s transition to self-management on January 8, 2014. Under the 2014 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 2014 OPP and the number of LTIP Units of the OP subject to the award (“OPP Agreements”). Under the 2014 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 of approximately 5% of the General Partner’s equity market capitalization at the time of the approval of the 2014 OPP which, following the Audit Committee’s and Company’s review, was determined to be $120.0 million , not the $218.1 million pool which had been used originally to calculate and report the awards issued to the Participants.
During the three months ended December 31, 2014 , all of the Participants in the 2014 OPP departed from the Company and forfeited all of their interests in the 2014 OPP. As such, all equity-based compensation expense related to the 2014 OPP was reversed in the three months ended December 31, 2014 and no expense was recorded during the year ended December 31, 2015 . During the year ended December 31, 2014 , the Company recorded a total payable for distributions on LTIP units related to the OPP and 2014 OPP of $6.9 million .
The Compensation Committee of the General Partner’s board of directors (the “Compensation Committee”) elected to terminate the 2014 OPP on April 23, 2015, which had zero LTIP Units outstanding following the departures of the Participants in the fourth quarter of 2014. During the first quarter of 2015, the Compensation Committee, with input from its independent compensation consultant, elected to adopt the LTI Target Award structure described above.
Note 18 – Related Party Transactions and Arrangements
Prior to January 8, 2014, the Former Manager managed the Company’s affairs on a day-to-day basis, with the exception of certain acquisition, accounting and 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 transitioned to self-management on January 8, 2014. In connection with becoming self-managed, the General Partner terminated the management agreement with the Former Manager and the General Partner and the OP entered into employment and incentive compensation arrangements with certain former executives.
In 2014, the Company, ARCT III and ARCT IV 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”), AR Capital, LLC (“ARC”), ARC Advisory Services, LLC (“ARC Advisory”), American Realty Capital Advisors III, LLC (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”). As a result of the departures of certain officers and directors in December 2014, the Former Manager and its affiliates are no longer affiliated with the Company.
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 warranted scrutiny. As of December 31, 2014 , the Company had recovered consideration valued at $8.5 million in respect of 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. The Company believes it has potential claims against recipients of certain OP Units and has engaged in discussions with affiliates of the Former Manager regarding pending redemption requests. Prior to any resolution, the Company does not currently intend to satisfy any of the redemption requests. See Note 16 –  Equity for further discussion. As of December 31, 2015 , no asset has been recognized in the accompanying consolidated financial statements related to any potential recovery .

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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). During the year ended December 31, 2015 , there were no material transactions with the Former Manager or any of the Former Manager’s affiliates.
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Expenses and capitalized costs:
 
 
 
 
 
 
Financing fees and reimbursements
 
$
—

 
$
—

 
$
14,277

Offering related costs
 
—

 
2,150

 
161,796

Acquisition related expenses
 
—

 
1,652

 
37,564

Merger and other non-routine transaction related expenses
 
—

 
137,778

 
156,146

Management fees to affiliates
 
—

 
13,888

 
17,462

General and administrative expenses
 
—

 
16,089

 
103,206

Indirect affiliate expenses
 
—

 
10,975

 
68

Total expenses and capitalized costs
 
$
—

 
$
182,532


$
490,519

The following sections below further expand on the summarized related party transactions listed above. Unless otherwise indicated, all of the related party fees and expenses discussed below were incurred and recognized during the years ended December 31, 2014 and 2013 . No such expenses were incurred during the year ended December 31, 2015 .
Offering Related Costs
The Company, ARCT III and ARCT IV recorded commissions, fees and offering cost reimbursements 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,
 
 
2015
 
2014
 
2013
Offering related costs
 
 
 
 
 
 
Commissions and fees
 
$
—

 
$
—

 
$
148,232

Offering costs and other reimbursements
 
—

 
2,150

 
13,564

Total offering related costs
 
$
—


$
2,150


$
161,796

RCS served as the dealer-manager of ARCT III’s initial public offering and ARCT IV’s initial public offering and received fees and compensation in connection with those transactions. RCS received a selling commission of 7% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers and 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 initial public offerings. In addition, the Company reimbursed RCS for services relating to the Company’s at-the-market equity program during 2014. Offering related costs are included in offering costs in the accompanying consolidated statements of changes in equity. No fees were incurred during the year ended December 31, 2015 in connection with these transactions.
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 the Company’s acquisition of certain properties from Fortress Investment Group LLC and $0.6 million (equal to 0.25% of the contract purchase price) to RCS related to the Company’s acquisition of certain properties from Inland American Real Estate Trust, Inc. No such fees were incurred during the year ended December 31, 2015 in connection with these transactions.
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 during the year ended December 31, 2013 . 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

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VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

pipeline as of that date. ARCT IV incurred these fees throughout 2013. No such fees were incurred by the Company during the years ended December 31, 2015 and 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 the Company’s acquisition of certain properties in the GE Capital portfolio. No such fees were incurred by the Company during the years ended December 31, 2015 and 2014 .
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 the Company’s acquisition of certain properties in the GE Capital portfolio. No such fees were incurred during the year ended December 31, 2015 in connection with these transactions.
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.
The tables below show fees and expenses attributable to each merger and other non-routine transaction during the years ended December 31, 2014 and 2013 (in thousands). No related party transactions classified as merger and other non-routine transactions in the accompanying consolidated statements of operations were incurred during the year ended December 31, 2015 .
 
 
Year Ended December 31, 2014
 
 
ARCT IV Merger
 
Internalization and Other
 
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 transaction related expenses:
 
 
 
 
 
 
 
 
 
 
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 merger and other non-routine transaction related expenses
 
$
94,213

 
$
20,000

 
$
21,815

 
$
1,750

 
$
137,778
 
 
 
 
Year Ended December 31, 2013
 
 
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 transaction related expenses:
 
 
 
 
 
 
 
 
 
 
 


Subordinated distribution fee
 
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 merger and other non-routine transaction related expenses
 
$
107,758


$
22,459


$
9,512


$
15,847


$
570


$
156,146


F-74
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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 .
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 the 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. At the time of the ARCT IV Merger, ARCT IV paid $8.4 million to the ARCT IV Advisor in connection with this agreement. These commissions were included in merger and other non-routine transactions in the accompanying consolidated statements of operations for 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 .

F-75
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Pursuant to the transaction management services agreement, dated December 9, 2013, the Company and the OP paid RCS Advisory an aggregate fee of $2.9 million on January 8, 2014, 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.
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 a spin-off of the Company’s multi-tenant shopping center business. 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 statements of operations.
Other Non-routine Transactions
ARCT III Merger Subordinated Distribution Fee
On February 28, 2013, the OP entered into a 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 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 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 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 the Company’s Common Stock.
ARCT IV Merger Subordinated Distribution Fee
On January 3, 2014, the OP entered into a contribution and exchange agreement with the ARCT IV OP, American Realty Capital Trust IV Special Limited Partner, LLC (the “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 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 of the applicable 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.

F-76
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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, the Sellers sold the OP certain furniture, fixtures and equipment and other assets (“FF&E”) 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 and other assets during the years 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 expensed the amount originally capitalized and recognized the expense in merger and other non-routine transactions during the fourth quarter of 2014.
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, 2015 and 2013 .
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.
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 during the year ended December 31, 2014 . No such expenses were incurred during the years ended December 31, 2015 and 2013 .
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 such expense was incurred during the years ended December 31, 2015 and 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 years ended December 31, 2015 and 2014 .
Effective 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. 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.

F-77
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Management Fees to Affiliates
The Company, ARCT III and ARCT IV recorded fees and reimbursements for services provided by the Former Manager and its affiliates related to the operations of the Company, ARCT III and ARCT IV during the years ended December 31, 2014 and 2013 (in thousands). No such fees were incurred during the year ended December 31, 2015 .
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Management fees to affiliates:
 
 
 
 
 
 
Base management fees
 
$
—

 
$
—

 
$
4,969

Asset management fees
 
—

 
13,888

 
11,693

Property management fees
 
—

 
—

 
800

Total management fees to affiliates
 
$
—

 
$
13,888

 
$
17,462

Base Management Fees to the Former Manager
Prior to the termination of the 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 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 that were not waived during the year ended December 31, 2013 . 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. These waived fees totaled $6.1 million during the year ended December 31, 2013 . No such fees were incurred or waived during the years ended December 31, 2015 and 2014 .
Asset Management Fees
ARCT III
Effective July 1, 2012, as payment for asset management fees, 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 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 2013, the ARCT III board of directors approved issuance of 603,599 ARCT III Class B units to the ARCT III Advisor for asset management services it provided. 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 years ended December 31, 2015 and 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 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

F-78
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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 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 Operating Partnership 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 during the year ended December 31, 2014 . No expense was recognized during the year ended December 31, 2015 .
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,
 
 
2015
 
2014
 
2013
General and administrative expenses:
 
 
 
 
 
 
Advisory fees and reimbursements
 
$
—

 
$
2,015

 
$
5,602

Equity awards
 
—

 
14,074

 
97,604

Total general and administrative expenses

$
—

 
$
16,089


$
103,206

Advisory Fees and Reimbursements
The Company, ARCT III and ARCT IV agreed to pay certain fees and reimbursements during the years ended December 31, 2014 and 2013 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 and 2013 , these expenses totaled $2.0 million and $5.6 million , respectively. No such expenses were incurred during the year ended December 31, 2015 .
Equity Awards
Upon consummation of the ARCT III Merger, the Company entered into the OPP with the 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 in general and administrative expenses 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 statements of operations during the year ended December 31, 2013 . During the year ended December 31, 2013 , the Company granted 620,000 restricted share awards to employees of affiliates of the Former Manager as compensation for certain services. These were separate grants and the grant date fair values for these issuances were $4.5 million in February 2013 and $4.4 million in July 2013, respectively.

F-79
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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 share awards to employees of affiliates of the Former Manager as compensation for certain services and 87,702 restricted stock awards to two directors who were affiliates of the Former Manager. The grant date fair value of the awards of $12.5 million for the year ended December 31, 2014 was recorded in general and administrative expenses in the accompanying consolidated statements of operations. No such expenses or grants were made to employees of affiliates of the Former Manager during the year ended December 31, 2015 .
Indirect Affiliate Expenses
The Company incurred fees and expenses payable to affiliates of the Former Manager or payable to a third party on behalf of affiliates of the Former Manager 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,
 
 
2015
 
2014
 
2013
Indirect affiliate expenses:
 
 
 
 
 
 
Audrain building
 
$
—

 
$
8,724

 
68

ANST office build-out
 
—

 
462

 
—

New York (405 Park Ave.) office
 
—

 
1,659

 
—

Dresher, PA office
 
—

 
92

 
—

North Carolina office
 
—

 
38

 
—

Total indirect affiliate expenses
 
$
—

 
$
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 affiliates of the Former Manager. An affiliate of 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 incurred $8.7 million for tenant improvements and furniture and fixtures relating to the renovation directly to third parties.
In addition, on October 4, 2013, the Company entered into a lease agreement with a 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 , respectively, of rental revenue received from the subtenants during the years ended December 31, 2014 and 2013, respectively. No rental revenue was received during the year ended December 31, 2015 .
As a result of findings of the Audit Committee Investigation, the Company terminated this lease agreement and was reimbursed for the tenant improvements 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.
American National Stock Transfer, LLC 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. 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 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.

F-80
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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.
Shared Office Space
During the year ended December 31, 2014 , the Company paid $1.8 million to an affiliate of the Former Manager for rent, leasehold improvements and furniture and fixtures related to offices in New York, Pennsylvania, and North Carolina where certain of the Company’s employees shared office space with an affiliate of the Former Manager. The Company no longer occupies the office space.
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 initial public offering. 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 property 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 IV Merger after giving effect to the ARCT IV Exchange Ratio. This investment is included in non-controlling interests in the accompanying consolidated balance sheets.
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 . As of December 31, 2015 , the Company sold all of its investments in the fund.

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Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

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 the respective board of directors of each of the Managed REITs 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.
Offering-Related Revenue
The Company generally receives a selling commission and dealer manager or distribution fee based on the gross offering proceeds related to the sale of shares of the Managed REITs’ common stock in their primary offerings, before reallowance of commissions earned by participating broker-dealers. The Company has reallowed 100% of selling commissions earned to participating broker-dealers. 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 issued 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 issued under the respective Managed REIT’s distribution reinvestment plan, under which the stockholders may elect to have distributions reinvested in additional shares.
All other organization and offering expenses associated with the sale of the Managed REITs’ common stock are paid for in advance by the Company and subject to reimbursement by the Managed REITs, up to certain limits in accordance with their respective advisory agreements and charters. As these costs are incurred, they are recorded as reimbursement revenue, up to the respective limit, and are included in offering-related revenues in the financial results for Cole Capital. Expenses paid on behalf of the Managed REITs in excess of these limits that are expected to be collected based on future estimated offering proceeds are recorded as program development costs, which are included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets. 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. Additional reserves are generally recorded if actual proceeds raised from the offerings and corresponding program development costs incurred differ from management’s assumptions. During the three months ended December 31, 2015 and 2014 the Company assessed the expected collectability of the program development costs based on assumptions used to evaluate the goodwill and intangible asset impairments and recorded additional reserves for uncollectible amounts of $11.3 million and $13.1 million , respectively, which are recorded in general and administrative expenses in the accompanying statements of operations. As of December 31, 2015 and 2014 , the Company had organization and offering costs each of $12.9 million , which were net of reserves of $34.8 million and $13.1 million , respectively.
The following table shows the offering fee summary information for the Managed REITs as of December 31, 2015 :
Program
 
Selling Commissions (1)
 
Dealer Manager and Distribution Fees (2)
Open Programs
 
 
 
 
CCPT V
 
7%
 
2%
INAV (3)
 
 
 
 
Wrap Class Shares
 
—%
 
0.55%
Advisor Class Shares
 
up to 3.75%
 
0.55% and 0.50%
Institutional Class Shares
 
—%
 
0.25%
 
 
 
 
 
CCIT II
 
7%
 
2%
 
 
 
 
 
Closed Programs
 
 
 
 
CCPT IV (4)
 
7%
 
2%
_______________________________________________
(1)
The Company reallows 100% of selling commissions earned to participating broker-dealers.
(2)
The Company may reallow all or a portion of its dealer manager fee or applicable distribution fee to participating broker-dealers as a marketing and due diligence expense reimbursement.
(3)
In connection with the INAV offering, the Company receives selling commissions, an asset-based dealer manager fee and/or an asset-based distribution fee, all based on the net asset value for each class of common stock.
(4)
CCPT IV’s offering closed April 4, 2014.

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Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Transaction Service 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 and other affiliates.
The following table shows the transaction-related fees for the Managed REITs and other real estate programs as of December 31, 2015 :
Program
 
Acquisition Transactional Fees (1)
 
Disposition Fees
 
Liquidation Performance Fees (2)
Open Programs
 
 
 
 
 
 
CCPT V
 
2%
 
1%
 
15%
INAV
 
—
 
—
 
—
CCIT II
 
2%
 
1%
 
15%
 
 
 
 
 
 
 
Closed Programs
 
 
 
 
 
 
CCPT IV
 
2%
 
1%
 
15%
Other Programs
 
Various
 
Various
 
Various
_______________________________________________
(1)
Percent taken on gross purchase price.
(2)
Performance fee paid only under the following circumstances: (i) if shares are listed on a national securities exchange; (ii) if the respective Managed REIT is sold or the assets are liquidated; or (iii) upon termination of the advisory agreement. In connection with such events, the performance fee will only be earned upon the return to investors of their net capital invested and an 8% annual cumulative, non-compounded return ( 6% in the case of CCPT V).
Management Service Revenue
The Company earns advisory and asset and property management fees from certain Managed REITs and other real estate programs. The Company may also be reimbursed for expenses incurred in providing advisory and asset and property management services, subject to certain limitations. In addition, the Company earns a performance fee relating to INAV for any year in which the total return on stockholders’ capital exceeds 6% per annum on a calendar year basis.
The following table shows the management fees for the Managed REITs as of December 31, 2015 :
Program
 
Asset Management / Advisory Fees (1)
 
Performance Fees (2)
Open Programs
 
 
 
 
CCPT V
 
0.65% - 0.75%
 
—
INAV
 
0.90%
 
25%
CCIT II
 
0.65% - 0.75%
 
—
 
 
 
 
 
Closed Programs
 
 
 
 
CCPT IV
 
0.65% - 0.75%
 
—
Other Programs
 
Various
 
—
_______________________________________________
(1)
Annualized fee based on the average monthly invested assets or net asset value, if available.
(2)
Performance fee paid for any year in which the total return on stockholders’ capital exceeds 6% per annum on a calendar year basis.

F-83
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

The table below reflects the revenue earned from the Managed REITs (including closed programs, as applicable) and joint ventures for the years ended December 31, 2015 and 2014 (in thousands). No such revenues were earned in 2013 .
 
 
Year Ended December 31,
 
 
2015
 
2014
Offering-related fees and reimbursements
 
 
 
 
Securities commissions (1)
 
$
14,101

 
$
57,023

Dealer manager and distribution fees (2)
 
5,131

 
17,533

Reimbursement revenue
 
5,178

 
12,553

Offering-related fees and reimbursements
 
24,410

 
87,109

 
 
 
 
 
Transaction service fees and reimbursements
 
 
 
 
Acquisition fees
 
18,742

 
60,426

Disposition fees (3)
 
4,974

 
—

Reimbursement revenues
 
2,165

 
4,284

Transaction service fees and reimbursements
 
25,881

 
64,710

 
 
 
 
 
Management fees and reimbursements
 
 
 
 
Asset and property management fees and leasing fees
 
452

 
596

Advisory and performance fee revenue
 
44,948

 
40,906

Reimbursement revenues
 
13,843

 
8,806

Management fees and reimbursements
 
59,243

 
50,308

 
 
 
 
 
Interest income on Affiliate Lines of Credit
 
1,275

 
307

 
 
 
 
 
Total related party revenues (4)
 
$
110,809

 
$
202,434

___________________________________
(1)
The Company reallows 100% of selling commissions earned to participating broker-dealers.
(2)
During the years ended December 31, 2015 and 2014 , the Company reallowed $2.0 million and $9.2 million , respectively, of dealer manager fees to participating broker dealers as a marketing and due diligence expense reimbursement.
(3)
The Company earned a disposition fee of $4.4 million on behalf of CCIT when it merged with Select Income REIT on January 29, 2015 and a $0.6 million disposition fee in connection with the sale of one property owned by a consolidated joint venture.
(4) Total related party revenues excludes fees earned from 1031 real estate programs of $5.3 million and $1.4 million for the years ended December 31, 2015 and 2014, respectively.
Investment in the Managed REITs
As of December 31, 2015 , the Company owned aggregate equity investments of $4.1 million in the Managed REITs. 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 in other income, net in the consolidated statements of operations. During the years ended December 31, 2015 and 2014 , the Company recognized $46,000 of net income and $1.6 million of net loss, respectively, from the Managed REITs.
The table below presents certain information related to the Company’s investments in the Managed REITs as of December 31, 2015 (carrying amount in thousands):
 
 
December 31, 2015
Managed REIT
 
% of Outstanding Shares Owned
 
Carrying Amount of Investment
CCPT IV
 
0.01%
 
$
122

CCPT V
 
1.27%
 
1,644

CCIT II
 
0.71%
 
1,544

INAV
 
0.14%
 
154

Funds not yet in offering
 
N/A
 
600

 
 
 
 
$
4,064


F-84
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Unconsummated Sale of Cole Capital to RCS Capital Corporation
On October 1, 2014, the Company announced that it had entered into a purchase agreement, pursuant to which RCS Capital Corporation (“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 Company’s Common Stock offering in 2014. This settlement is included in other income, net in the accompanying consolidated statements of operations. The Company and RCAP also agreed to work together to terminate, unwind or otherwise discontinue all agreements, arrangements and understandings between the two parties and any of their respective subsidiaries. See Note 8 – Loans Held for Investment for further discussion on the unsecured note and the Company’s recent inclusion of the entire amount of the note in reserve for loan loss in the accompanying consolidated statements of operations.
Due to Affiliates
Due to affiliates, as reported in the accompanying consolidated balance sheets, of $0.2 million and $0.6 million as of December 31, 2015 and 2014 , respectively, related to amounts due to the Managed REITs for expense reimbursements.
Due from Affiliates
As of December 31, 2015 and 2014 , $60.6 million and $86.1 million , respectively, was expected to be collected from affiliates, including balances from the Managed REITs’ lines of credit, 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. The Company had a balance of $10.6 million due from the Managed REITs as of December 31, 2015 for services provided by the Company for which we expect to be reimbursed in accordance with the Managed REITs’ respective advisory and property management agreements. The balance is included in due from affiliates in the accompanying consolidated balance sheets.
As of December 31, 2015 , the Company had revolving line of credit agreements in place with CCIT II and CCPT V (the “Affiliate Lines of Credit”) that provide for maximum borrowings of $60.0 million to each of CCIT II and CCPT V. The Affiliate Lines of Credit bear interest at variable rates of one-month LIBOR plus 2.20% . The line of credit with CCPT V matures in March 2016 . Subsequent to December 31, 2015 , the Company extended the maturity date of the CCIT II line of credit to June 30, 2016 and reduced the maximum borrowing to $30.0 million . As of each of December 31, 2015 and 2014 , there was $50.0 million outstanding on the Affiliate Lines of Credit. Additionally, the Company had a revolving line of credit agreement with INAV that matured in December 2015. There was no balance outstanding on INAV’s line of credit at the time of maturity.
Note 19 – Net Loss Per Share/Unit
The General Partner’s unvested Restricted Shares contain non-forfeitable rights to dividends and are considered to be participating securities in accordance with U.S. GAAP and, therefore, are included in the computation of earnings per share under the two-class computation 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 Shares are not allocated losses as the awards do not have a contractual obligation to share in losses of the General Partner. The two-class computation method is an earnings allocation formula that determines earnings per share for each class of shares of Common Stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings.

F-85
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Net Loss Per Share
The following is a summary of the basic and diluted net loss per share computation for the General Partner for the years ended December 31, 2015 , 2014 and 2013 (dollar amounts in thousands, except for share and per share data):
 
 
Year Ended December 31,
 
 
2015

2014
 
2013
Net loss attributable to the General Partner
 
$
(316,353
)
 
$
(977,185
)

$
(491,499
)
Less: dividends to preferred shares and participating securities
 
72,302

 
104,057

 
3,631

Net loss attributable to common stockholders
 
$
(388,655
)
 
$
(1,081,242
)

$
(495,130
)
 
 
 
 
 
 
 
Weighted average number of common stock outstanding - basic and diluted
 
903,360,763

 
793,150,098

 
205,341,431

 
 
 
 
 
 
 
Basic and diluted net loss per share from continuing operations attributable to common stockholders
 
$
(0.43
)

$
(1.36
)

$
(2.41
)
As of December 31, 2015 , approximately 23.8 million OP Units were outstanding, which are convertible into an equal number of shares of Common Stock, and approximately 3.3 million of unvested Restricted Shares and unvested Restricted Stock Units 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 years ended December 31, 2015 , 2014 and 2013 (dollar amounts in thousands, except for unit and per unit data):
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Net loss attributable to the Operating Partnership
 
$
(324,766
)
 
$
(1,010,758
)

$
(507,815
)
Less: dividends to preferred units and participating securities
 
72,302

 
104,057

 
3,631

Net loss attributable to common unitholders
 
$
(397,068
)
 
$
(1,114,815
)

$
(511,446
)
 
 
 
 
 
 
 
Weighted average number of common units outstanding - basic and diluted
 
927,124,560

 
817,883,937

 
214,352,289

 
 
 
 
 
 
 
 Basic and diluted net loss from continuing operations per unit attributable to common unitholders
 
$
(0.43
)

$
(1.36
)

$
(2.39
)
As of December 31, 2015 , approximately 3.3 million shares of unvested restricted units were excluded from the calculation of diluted net loss per unit as the effect would have been antidilutive.
Note 20 – Income Taxes
As a REIT, the General Partner generally is not subject to federal income tax, with the exception of its TRS entities. However, the General Partner, including its TRS entities, and the Operating Partnership are still subject to certain state and local income and franchise taxes in the various jurisdictions in which they operate.
Cole Capital Income Taxes
Based on the above, Cole Capital’s business, substantially all of which is conducted through a TRS, recognized a benefit of $39.9 million and $40.6 million for the years ended December 31, 2015 and 2014 , respectively, which are included in benefit from (provision for) income taxes in the accompanying consolidated statements of operations. No benefit from or provision for income taxes was recognized for the year ended December 31, 2013 as the Company did not commence operations for Cole Capital until 2014.
REI Income Taxes
The REI segment recognized a provision for income taxes for the years ended December 31, 2015, 2014 and 2013 of $3.6 million , $7.3 million and $2.2 million , respectively, which are included in benefit from (provision for) income taxes in the accompanying consolidated statements of operations.

F-86
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

The following table presents the reconciliation of the benefit from income taxes with the amount computed by applying the statutory federal income tax rate to loss before income taxes for the years ended December 31, 2015 , 2014 and 2013 (in thousands):
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Consolidated loss before taxes
 
$
(359,795
)
 
 
 
$
(1,044,176
)
 
 
 
$
(505,620
)
 
 
Loss from non-taxable entities
 
128,545

 
 
 
714,508

 
 
 
505,620

 
 
Loss attributable to taxable subsidiaries before income taxes
 
(231,250
)
 
 
 
(329,668
)
 
 
 
—

 
 
Federal provision at statutory rate
 
(80,938
)
 
35.0
 %
 
(115,384
)
 
35.0
 %
 
—

 
—
%
State income taxes and other
 
(7,813
)
 
3.4
 %
 
(3,266
)
 
1.0
 %
 
—

 
—
%
Impairment of goodwill
 
48,879

 
(21.1
)%
 
78,073

 
(23.7
)%
 
—

 
—
%
Total benefit from Cole Capital income taxes
 
$
(39,872
)
 
17.3
 %
 
$
(40,577
)
 
12.3
 %
 
$
—

 
—
%
REI state income taxes
 
3,569

 
 
 
7,313

 
 
 
2,195

 
 
Total (benefit from) provision for income taxes
 
$
(36,303
)
 
 
 
$
(33,264
)
 
 
 
$
2,195

 
 
The following table presents the components of the (benefit from) provision for income taxes for the years ended December 31, 2015 , 2014 and 2013 (in thousands):
 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
Current
 
 
 
 
 
 
Federal
 
$
10,122

 
$
(6,306
)
 
$
—

State
 
2,248

 
(947
)
 
—

Total current provision (benefit)
 
12,370

 
(7,253
)
 
—

Deferred
 
 
 
 
 
 
Federal
 
(45,416
)
 
(28,968
)
 
—

State
 
(6,826
)
 
(4,356
)
 
—

Total deferred benefit
 
(52,242
)
 
(33,324
)
 
—

 
 
 
 
 
 
 
REI state income taxes
 
3,569

 
7,313

 
2,195

 
 
 
 
 
 
 
Total (benefit from) provision for from income taxes
 
$
(36,303
)
 
$
(33,264
)
 
$
2,195

The components of the net deferred tax assets (liabilities) as of  December 31, 2015 and December 31, 2014 , which are included in the accompanying consolidated balance sheet, are as follows (in thousands):
 
 
As of December 31,
 
 
2015
 
2014
Intangible assets
 
$
(17,943
)
 
$
(55,910
)
Accrued compensation
 
6,251

 
4,038

Fixed assets
 
(5,192
)
 
(5,513
)
Program development costs
 
13,310

 
5,014

Equity-based compensation
 
4,700

 
1,965

Other
 
1,030

 
320

Total net deferred tax asset (liability)
 
$
2,156

 
$
(50,086
)
The Company had no unrecognized tax benefits as of or during the years ended December 31, 2015, 2014 and 2013. Any interest and penalties related to unrecognized tax benefits would be recognized in (provision for) benefit from income taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, Canadian federal jurisdiction and various state and local 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 2011.

F-87
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

Note 21 – Quarterly Results (Unaudited)
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2015 for VEREIT (in thousands, except share and per share amounts):
 
 
Quarters Ended
 
 
March 31,
2015
 
June 30,
2015
 
September 30,
2015
 
December 31,
2015
Revenues
 
$
393,968

 
$
393,721

 
$
384,954

 
$
383,374

Net (loss) income
 
(30,693
)
 
(108,709
)
 
8,141

 
(192,231
)
Net (loss) income attributable to the General Partner
 
(29,970
)
 
(106,522
)
 
7,529

 
(187,390
)
Less: dividends to preferred shares and participating securities
 
17,978

 
17,973

 
18,191

 
18,160

Net loss attributable to the common stockholders
 
$
(47,948
)
 
$
(124,495
)
 
$
(10,662
)
 
$
(205,550
)
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding - basic and diluted
 
902,996,270

 
903,339,143

 
903,461,323

 
903,638,159

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders (1)
 
$
(0.05
)
 
$
(0.14
)
 
$
(0.01
)
 
$
(0.23
)
_______________________________________________
(1)
The sum of the quarterly net loss per share amounts do not agree to the full year net loss per share amounts. The Company calculates net loss per share based on the weighted-average number of outstanding shares of Common Stock 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, 2015 for the OP (in thousands, except share and per share amounts):
 
 
Quarters Ended
 
 
March 31,
2015
 
June 30,
2015
 
September 30,
2015
 
December 31,
2015
Revenues
 
$
393,968

 
$
393,721

 
$
384,954

 
$
383,374

Net (loss) income
 
(30,693
)
 
(108,709
)
 
8,141

 
(192,231
)
Net (loss) income attributable to the OP
 
(30,873
)
 
(109,322
)
 
7,737

 
(192,308
)
Less: dividends to preferred shares and participating securities
 
17,978

 
17,973

 
18,191

 
18,160

Net loss attributable to the unitholders
 
$
(48,851
)
 
$
(127,295
)
 
$
(10,454
)
 
$
(210,468
)
 
 
 
 
 
 
 
 
 
Weighted-average units outstanding - basic and diluted
 
926,760,067

 
927,102,940

 
927,225,120

 
927,401,956

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per unit attributable to common unitholders (1)
 
$
(0.05
)
 
$
(0.14
)
 
$
(0.01
)
 
$
(0.23
)
_______________________________________________
(1)
The sum of the quarterly net loss per unit amounts do not agree to the full year net loss per unit amounts. The Company calculates 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.
Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2014 for VEREIT (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
 
(305,840
)
 
(56,598
)
 
(288,047
)
 
(360,427
)
Net loss attributable to the General Partner
 
(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
)

F-88
Table of Contents
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 – (Continued)

_______________________________________________
(1)
The sum of the quarterly net loss per share amounts do not agree to the full year net loss per share amounts. The Company calculates net loss per share based on the weighted-average number of outstanding shares of Common Stock 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 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
 
(305,840
)
 
(56,598
)
 
(288,047
)
 
(360,427
)
Net loss attributable to the OP
 
(305,648
)
 
(56,870
)
 
(288,202
)
 
(360,038
)
Less: dividends to preferred shares 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. The Company calculates 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 22 – Subsequent Events
The following events occurred subsequent to December 31, 2015 :
Real Estate Investment Activity
From January 1, 2016 through February 23, 2016, the Company disposed of 36 properties for an aggregate gross sales price of $148.3 million and an estimated gain of $15.2 million .
Common Stock Dividend
On February 23, 2016, the Company’s board of directors declared a quarterly cash dividend of $0.1375 per share of common stock (equaling an annualized dividend rate of  $0.55  per share) for the first quarter of 2016 to stockholders of record as of March 31, 2016, which will be paid on April 15, 2016. An equivalent distribution by the Operating Partnership is applicable per OP unit.
Preferred Stock Dividend
On February 23, 2016, the Company’s board of directors declared a monthly cash dividend to holders of the Series F Preferred Stock for April 2016 through June 2016 in respect to the periods included in the table below. The corresponding record and payment dates for each month's Series F Preferred Stock dividend are also shown in the table below.  The dividend for the Series F Preferred Stock accrues daily on a 360 -day annual basis equal to an annualized dividend rate of $1.675 per share, or $0.1395833 per 30-day month.
Period
 
Record Date
 
Payment Date
March 15, 2016 - April 14, 2016
 
April 1, 2016
 
April 15, 2016
April 15, 2016 - May 14, 2016
 
May 1, 2016
 
May 16, 2016
May 15, 2016 - June 14, 2016
 
June 1, 2016
 
June 15, 2016






F-89
 
VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2015 (in thousands)

 
 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
24 Hour Fitness
 
Woodlands
 
TX
 
$
—

 
$
2,690

 
$
7,463

 
$
—

 
$
10,153

 
$
(1,202
)
 
9/24/13
 
2002
7-Eleven
 
Sarasota
 
FL
 
—

 
1,312

 
1,312

 
—

 
2,624

 
(230
)
 
11/19/12
 
2000
7-Eleven
 
Gloucester
 
VA
 
—

 
144

 
578

 
—

 
722

 
(99
)
 
12/24/12
 
1985
7-Eleven
 
Hampton
 
VA
 
—

 
69

 
624

 
—

 
693

 
(107
)
 
12/24/12
 
1986
7-Eleven
 
Hampton
 
VA
 
—

 
161

 
644

 
—

 
805

 
(110
)
 
12/24/12
 
1959
AAA
 
Oklahoma City
 
OK
 
—

 
3,639

 
32,567

 
—

 
36,206

 
(3,090
)
 
2/7/14
 
2009
Aaron Rents
 
Oneonta
 
AL
 
614

 
205

 
1,080

 
—

 
1,285

 
(113
)
 
2/7/14
 
2008
Aaron Rents
 
Oxford
 
AL
 
—

 
278

 
748

 
—

 
1,026

 
(73
)
 
2/7/14
 
1989
Aaron Rents
 
Valley
 
AL
 
409

 
141

 
827

 
—

 
968

 
(82
)
 
2/7/14
 
2009
Aaron Rents
 
El Dorado
 
AR
 
—

 
238

 
743

 
—

 
981

 
(81
)
 
2/7/14
 
2000
Aaron Rents
 
Springdale
 
AR
 
624

 
513

 
916

 
—

 
1,429

 
(99
)
 
2/7/14
 
2009
Aaron Rents
 
Auburndale
 
FL
 
2,647

 
1,351

 
5,127

 
—

 
6,478

 
(528
)
 
2/7/14
 
2009
Aaron Rents
 
Pensacola
 
FL
 
—

 
159

 
924

 
—

 
1,083

 
(91
)
 
2/7/14
 
1979
Aaron Rents
 
Statesboro
 
GA
 
—

 
351

 
1,163

 
—

 
1,514

 
(118
)
 
2/7/14
 
2008
Aaron Rents
 
Indianapolis
 
IN
 
—

 
235

 
1,071

 
—

 
1,306

 
(104
)
 
2/7/14
 
1998
Aaron Rents
 
Lafayette
 
IN
 
550

 
404

 
652

 
—

 
1,056

 
(78
)
 
2/7/14
 
1989
Aaron Rents
 
Mansura
 
LA
 
—

 
81

 
497

 
—

 
578

 
(56
)
 
2/7/14
 
2000
Aaron Rents
 
Minden
 
LA
 
—

 
323

 
1,043

 
—

 
1,366

 
(123
)
 
2/7/14
 
2008
Aaron Rents
 
Battle Creek
 
MI
 
—

 
286

 
843

 
—

 
1,129

 
(85
)
 
2/7/14
 
1995
Aaron Rents
 
Benton Harbor
 
MI
 
—

 
217

 
924

 
—

 
1,141

 
(95
)
 
2/7/14
 
1997
Aaron Rents
 
Redford
 
MI
 
434

 
125

 
698

 
—

 
823

 
(80
)
 
2/7/14
 
1972
Aaron Rents
 
Kennett
 
MO
 
319

 
203

 
473

 
—

 
676

 
(52
)
 
2/7/14
 
1999
Aaron Rents
 
Greenwood
 
MS
 
—

 
156

 
967

 
—

 
1,123

 
(102
)
 
2/19/14
 
2006
Aaron Rents
 
Magnolia
 
MS
 
1,472

 
287

 
2,791

 
—

 
3,078

 
(264
)
 
2/7/14
 
2000
Aaron Rents
 
Charlotte
 
NC
 
579

 
308

 
1,201

 
—

 
1,509

 
(115
)
 
2/7/14
 
1994
Aaron Rents
 
Bowling Green
 
OH
 
564

 
326

 
928

 
—

 
1,254

 
(101
)
 
2/7/14
 
2009
Aaron Rents
 
Kent
 
OH
 
614

 
245

 
1,080

 
—

 
1,325

 
(120
)
 
2/7/14
 
1999
Aaron Rents
 
North Olmsted
 
OH
 
449

 
218

 
753

 
—

 
971

 
(86
)
 
2/7/14
 
1960
Aaron Rents
 
Shawnee
 
OK
 
—

 
303

 
1,135

 
—

 
1,438

 
(120
)
 
2/7/14
 
2008
Aaron Rents
 
Bloomsburg
 
PA
 
400

 
224

 
856

 
—

 
1,080

 
(84
)
 
2/7/14
 
1996
Aaron Rents
 
Meadville
 
PA
 
—

 
237

 
1,224

 
—

 
1,461

 
(125
)
 
2/7/14
 
1994

F-90

 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Aaron Rents
 
Columbia
 
SC
 
—

 
576

 
1,010

 
—

 
1,586

 
(100
)
 
2/7/14
 
1977
Aaron Rents
 
Marion
 
SC
 
319

 
100

 
685

 
—

 
785

 
(68
)
 
2/7/14
 
2008
Aaron Rents
 
Chattanooga
 
TN
 
—

 
480

 
1,075

 
—

 
1,555

 
(97
)
 
2/7/14
 
1989
Aaron Rents
 
Copperas Cove
 
TX
 
—

 
423

 
1,341

 
—

 
1,764

 
(133
)
 
2/7/14
 
2007
Aaron Rents
 
Haltom City
 
TX
 
—

 
858

 
1,024

 
—

 
1,882

 
(112
)
 
2/7/14
 
2008
Aaron Rents
 
Humble
 
TX
 
—

 
548

 
1,146

 
—

 
1,694

 
(117
)
 
2/7/14
 
2008
Aaron Rents
 
Killeen
 
TX
 
—

 
815

 
3,244

 
—

 
4,059

 
(323
)
 
2/7/14
 
1981
Aaron Rents
 
Kingsville
 
TX
 
599

 
345

 
1,040

 
—

 
1,385

 
(104
)
 
2/7/14
 
2009
Aaron Rents
 
Livingston
 
TX
 
—

 
173

 
1,498

 
—

 
1,671

 
(149
)
 
2/7/14
 
2008
Aaron Rents
 
Mexia
 
TX
 
—

 
126

 
1,186

 
—

 
1,312

 
(119
)
 
2/7/14
 
2007
Aaron Rents
 
Mission
 
TX
 
549

 
324

 
954

 
—

 
1,278

 
(95
)
 
2/7/14
 
2009
Aaron Rents
 
Odessa
 
TX
 
—

 
99

 
768

 
—

 
867

 
(79
)
 
2/7/14
 
2006
Aaron Rents
 
Pasadena
 
TX
 
—

 
444

 
1,231

 
—

 
1,675

 
(125
)
 
2/7/14
 
2009
Aaron Rents
 
Port Lavaca
 
TX
 
—

 
160

 
1,274

 
—

 
1,434

 
(128
)
 
2/7/14
 
2007
Aaron Rents
 
Texas City
 
TX
 
—

 
275

 
2,156

 
—

 
2,431

 
(214
)
 
2/7/14
 
2008
Aaron Rents
 
Richmond
 
VA
 
—

 
508

 
1,435

 
—

 
1,943

 
(162
)
 
2/7/14
 
1988
Abbott Laboratories
 
Waukegan
 
IL
 
—

 
4,734

 
21,319

 
—

 
26,053

 
(2,462
)
 
11/5/13
 
1980
Abbott Laboratories
 
Columbus
 
OH
 
—

 
800

 
11,385

 
—

 
12,185

 
(1,551
)
 
11/5/13
 
1980
Abuelo's
 
Rogers
 
AR
 
—

 
825

 
2,296

 
—

 
3,121

 
(335
)
 
6/27/13
 
2003
Academy Sports
 
Mobile
 
AL
 
—

 
1,311

 
7,431

 
—

 
8,742

 
(759
)
 
11/1/13
 
2012
Academy Sports
 
Montgomery
 
AL
 
—

 
1,869

 
6,385

 
—

 
8,254

 
(693
)
 
2/7/14
 
2009
Academy Sports
 
Fayetteville
 
AR
 
7,290

 
1,900

 
7,601

 
—

 
9,501

 
(1,624
)
 
12/28/12
 
2012
Academy Sports
 
Dalton
 
GA
 
4,965

 
998

 
5,656

 
—

 
6,654

 
(1,142
)
 
2/20/13
 
2012
Academy Sports
 
Bossier City
 
LA
 
—

 
2,906

 
6,555

 
—

 
9,461

 
(655
)
 
2/7/14
 
2008
Academy Sports
 
Smyrna
 
TN
 
—

 
2,109

 
8,434

 
—

 
10,543

 
(862
)
 
11/1/13
 
2012
Academy Sports
 
Austin
 
TX
 
5,043

 
4,216

 
8,755

 
—

 
12,971

 
(744
)
 
2/7/14
 
1988
Academy Sports
 
Fort Worth
 
TX
 
—

 
2,072

 
8,329

 
—

 
10,401

 
(716
)
 
2/7/14
 
2009
Academy Sports
 
Killeen
 
TX
 
3,297

 
2,779

 
5,321

 
—

 
8,100

 
(487
)
 
2/7/14
 
2009
Academy Sports
 
Laredo
 
TX
 
—

 
2,782

 
8,111

 
—

 
10,893

 
(725
)
 
2/7/14
 
2008
Advance Auto Parts
 
Birmingham
 
AL
 
—

 
455

 
373

 
—

 
828

 
(60
)
 
2/28/13
 
1997
Advance Auto Parts
 
Birmingham
 
AL
 
—

 
330

 
494

 
—

 
824

 
(80
)
 
2/28/13
 
1999
Advance Auto Parts
 
Calera
 
AL
 
—

 
723

 
723

 
—

 
1,446

 
(124
)
 
12/27/12
 
2008

F-91

 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Advance Auto Parts
 
Dothan
 
AL
 
—

 
326

 
326

 
(7
)
 
645

 
(55
)
 
12/31/12
 
1997
Advance Auto Parts
 
Enterprise
 
AL
 
—

 
280

 
420

 
(6
)
 
694

 
(71
)
 
12/31/12
 
1995
Advance Auto Parts
 
Opelika
 
AL
 
—

 
289

 
1,156

 
—

 
1,445

 
(176
)
 
4/24/13
 
2013
Advance Auto Parts
 
Brooklyn
 
CT
 
—

 
324

 
1,429

 
—

 
1,753

 
(67
)
 
11/7/14
 
2006
Advance Auto Parts
 
Bonita Springs
 
FL
 
1,561

 
1,219

 
1,552

 
—

 
2,771

 
(166
)
 
2/7/14
 
2007
Advance Auto Parts
 
Lehigh Acres
 
FL
 
1,425

 
379

 
2,016

 
—

 
2,395

 
(197
)
 
2/7/14
 
2008
Advance Auto Parts
 
Albany
 
GA
 
—

 
210

 
629

 
(1
)
 
838

 
(107
)
 
12/31/12
 
1995
Advance Auto Parts
 
Cairo
 
GA
 
—

 
140

 
326

 
(24
)
 
442

 
(54
)
 
12/31/12
 
1993
Advance Auto Parts
 
Hazlehurst
 
GA
 
—

 
113

 
451

 
—

 
564

 
(77
)
 
12/31/12
 
1998
Advance Auto Parts
 
Hinesville
 
GA
 
—

 
352

 
430

 
—

 
782

 
(73
)
 
12/31/12
 
1994
Advance Auto Parts
 
Perry
 
GA
 
—

 
209

 
487

 
(1
)
 
695

 
(83
)
 
12/31/12
 
1994
Advance Auto Parts
 
Thomasville
 
GA
 
—

 
251

 
377

 
(30
)
 
598

 
(62
)
 
12/31/12
 
1997
Advance Auto Parts
 
Auburn
 
IN
 
802

 
337

 
1,347

 
—

 
1,684

 
(287
)
 
3/29/12
 
2007
Advance Auto Parts
 
Bedford
 
IN
 
760

 
100

 
1,386

 
—

 
1,486

 
(133
)
 
2/7/14
 
2007
Advance Auto Parts
 
Clinton
 
IN
 
—

 
182

 
729

 
—

 
911

 
(104
)
 
6/5/13
 
2004
Advance Auto Parts
 
Fort Wayne
 
IN
 
—

 
193

 
450

 
—

 
643

 
(73
)
 
2/28/13
 
1998
Advance Auto Parts
 
Fort Wayne
 
IN
 
—

 
200

 
371

 
—

 
571

 
(60
)
 
2/28/13
 
1998
Advance Auto Parts
 
Franklin
 
IN
 
738

 
511

 
1,256

 
—

 
1,767

 
(117
)
 
2/7/14
 
2010
Advance Auto Parts
 
Mishawaka
 
IN
 
—

 
429

 
1,373

 
—

 
1,802

 
(132
)
 
2/7/14
 
2007
Advance Auto Parts
 
Richmond
 
IN
 
—

 
377

 
1,616

 
—

 
1,993

 
(152
)
 
2/7/14
 
2007
Advance Auto Parts
 
Salina
 
KS
 
—

 
195

 
782

 
—

 
977

 
(119
)
 
4/30/13
 
2006
Advance Auto Parts
 
Barbourville
 
KY
 
—

 
194

 
1,098

 
—

 
1,292

 
(167
)
 
4/15/13
 
2006
Advance Auto Parts
 
Bardstown
 
KY
 
—

 
272

 
1,090

 
(4
)
 
1,358

 
(185
)
 
12/10/12
 
2005
Advance Auto Parts
 
Brandenburg
 
KY
 
—

 
186

 
742

 
—

 
928

 
(127
)
 
12/10/12
 
2005
Advance Auto Parts
 
Crestwood
 
KY
 
1,030

 
400

 
1,546

 
—

 
1,946

 
(144
)
 
2/7/14
 
2009
Advance Auto Parts
 
Florence
 
KY
 
—

 
550

 
1,280

 
—

 
1,830

 
(126
)
 
2/7/14
 
2008
Advance Auto Parts
 
Frankfort
 
KY
 
—

 
833

 
1,034

 
—

 
1,867

 
(98
)
 
2/7/14
 
2007
Advance Auto Parts
 
Georgetown
 
KY
 
—

 
510

 
1,323

 
—

 
1,833

 
(121
)
 
2/7/14
 
2007
Advance Auto Parts
 
Hardinsburg
 
KY
 
—

 
94

 
845

 
—

 
939

 
(144
)
 
12/10/12
 
2007
Advance Auto Parts
 
Inez
 
KY
 
—

 
130

 
1,174

 
—

 
1,304

 
(223
)
 
8/22/12
 
2010
Advance Auto Parts
 
Leitchfield
 
KY
 
—

 
104

 
939

 
(5
)
 
1,038

 
(159
)
 
12/10/12
 
2005
Advance Auto Parts
 
Louisville
 
KY
 
740

 
336

 
1,289

 
—

 
1,625

 
(120
)
 
2/7/14
 
2009

F-92

 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Advance Auto Parts
 
West Liberty
 
KY
 
—

 
249

 
996

 
—

 
1,245

 
(152
)
 
4/15/13
 
2006
Advance Auto Parts
 
Rayne
 
LA
 
—

 
122

 
490

 
—

 
612

 
(72
)
 
5/21/13
 
2000
Advance Auto Parts
 
Brownstown
 
MI
 
—

 
482

 
1,760

 
—

 
2,242

 
(165
)
 
2/7/14
 
2008
Advance Auto Parts
 
Caro
 
MI
 
—

 
117

 
665

 
(9
)
 
773

 
(153
)
 
11/23/11
 
2002
Advance Auto Parts
 
Charlotte
 
MI
 
—

 
123

 
697

 
(6
)
 
814

 
(161
)
 
11/23/11
 
2002
Advance Auto Parts
 
Flint
 
MI
 
—

 
133

 
534

 
(3
)
 
664

 
(123
)
 
11/23/11
 
2002
Advance Auto Parts
 
Grand Rapids
 
MI
 
657

 
368

 
1,296

 
—

 
1,664

 
(118
)
 
2/7/14
 
2008
Advance Auto Parts
 
Howell
 
MI
 
830

 
439

 
1,471

 
—

 
1,910

 
(137
)
 
2/7/14
 
2008
Advance Auto Parts
 
Livonia
 
MI
 
—

 
210

 
643

 
—

 
853

 
(145
)
 
12/12/11
 
2003
Advance Auto Parts
 
Manistee
 
MI
 
—

 
348

 
1,043

 
—

 
1,391

 
(159
)
 
4/15/13
 
2007
Advance Auto Parts
 
Monroe
 
MI
 
—

 
549

 
1,434

 
—

 
1,983

 
(136
)
 
2/7/14
 
2007
Advance Auto Parts
 
Romulus
 
MI
 
—

 
422

 
1,568

 
—

 
1,990

 
(151
)
 
2/7/14
 
2007
Advance Auto Parts
 
Sault Ste. Marie
 
MI
 
—

 
75

 
671

 
(9
)
 
737

 
(154
)
 
11/23/11
 
2003
Advance Auto Parts
 
South Lyon
 
MI
 
—

 
402

 
1,607

 
—

 
2,009

 
(150
)
 
2/7/14
 
2008
Advance Auto Parts
 
Tecumseh
 
MI
 
—

 
281

 
1,214

 
—

 
1,495

 
(102
)
 
5/27/14
 
2009
Advance Auto Parts
 
Washington Twnshp
 
MI
 
—

 
645

 
1,711

 
—

 
2,356

 
(162
)
 
2/7/14
 
2008
Advance Auto Parts
 
Ypsilanti
 
MI
 
—

 
85

 
483

 
(9
)
 
559

 
(111
)
 
11/23/11
 
2002
Advance Auto Parts
 
Tupelo
 
MS
 
—

 
258

 
427

 
—

 
685

 
(53
)
 
2/20/14
 
1998
Advance Auto Parts
 
Candler
 
NC
 
—

 
399

 
1,202

 
—

 
1,601

 
(115
)
 
2/7/14
 
2012
Advance Auto Parts
 
Charlotte
 
NC
 
—

 
723

 
883

 
—

 
1,606

 
(87
)
 
2/7/14
 
2001
Advance Auto Parts
 
Eden
 
NC
 
—

 
320

 
746

 
—

 
1,066

 
(103
)
 
7/16/13
 
2004
Advance Auto Parts
 
Granite Falls
 
NC
 
—

 
251

 
1,005

 
—

 
1,256

 
(191
)
 
8/9/12
 
2010
Advance Auto Parts
 
Rocky Mount
 
NC
 
—

 
348

 
836

 
—

 
1,184

 
(94
)
 
2/21/14
 
2005
Advance Auto Parts
 
Lakewood
 
NJ
 
—

 
750

 
1,750

 
—

 
2,500

 
(332
)
 
8/22/12
 
2010
Advance Auto Parts
 
Woodbury
 
NJ
 
—

 
446

 
1,784

 
—

 
2,230

 
(355
)
 
6/20/12
 
2007
Advance Auto Parts
 
Bethel
 
OH
 
730

 
234

 
1,305

 
—

 
1,539

 
(125
)
 
2/7/14
 
2008
Advance Auto Parts
 
Canton
 
OH
 
655

 
443

 
1,206

 
—

 
1,649

 
(121
)
 
2/7/14
 
2008
Advance Auto Parts
 
Dayton
 
OH
 
—

 
470

 
1,349

 
—

 
1,819

 
(132
)
 
2/7/14
 
2007
Advance Auto Parts
 
Delaware
 
OH
 
725

 
502

 
1,274

 
—

 
1,776

 
(124
)
 
2/7/14
 
2008
Advance Auto Parts
 
Eaton
 
OH
 
—

 
157

 
471

 
—

 
628

 
(67
)
 
6/13/13
 
1987
Advance Auto Parts
 
Franklin
 
OH
 
—

 
218

 
873

 
—

 
1,091

 
(165
)
 
8/9/12
 
1984
Advance Auto Parts
 
Holland
 
OH
 
664

 
131

 
1,453

 
—

 
1,584

 
(136
)
 
2/7/14
 
2008

F-93

 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Advance Auto Parts
 
Massillon
 
OH
 
—

 
218

 
1,987

 
—

 
2,205

 
(190
)
 
2/7/14
 
2007
Advance Auto Parts
 
Salem
 
OH
 
660

 
267

 
1,147

 
—

 
1,414

 
(110
)
 
2/7/14
 
2009
Advance Auto Parts
 
Springfield
 
OH
 
—

 
461

 
1,075

 
—

 
1,536

 
(184
)
 
12/31/12
 
2005
Advance Auto Parts
 
Toledo
 
OH
 
634

 
116

 
1,375

 
—

 
1,491

 
(129
)
 
2/7/14
 
2009
Advance Auto Parts
 
Twinsburg
 
OH
 
635

 
486

 
1,004

 
—

 
1,490

 
(99
)
 
2/7/14
 
2009
Advance Auto Parts
 
Van Wert
 
OH
 
—

 
33

 
630

 
—

 
663

 
(90
)
 
6/13/13
 
1995
Advance Auto Parts
 
Vermilion
 
OH
 
—

 
337

 
1,079

 
—

 
1,416

 
(110
)
 
2/7/14
 
2006
Advance Auto Parts
 
Warren
 
OH
 
405

 
83

 
745

 
(2
)
 
826

 
(155
)
 
4/12/12
 
2003
Advance Auto Parts
 
Oklahoma City
 
OK
 
—

 
208

 
1,178

 
—

 
1,386

 
(223
)
 
8/9/12
 
2007
Advance Auto Parts
 
Sapulpa
 
OK
 
704

 
362

 
1,300

 
—

 
1,662

 
(119
)
 
2/7/14
 
2007
Advance Auto Parts
 
Chambersburg
 
PA
 
—

 
553

 
830

 
—

 
1,383

 
(134
)
 
2/28/13
 
1997
Advance Auto Parts
 
Selinsgrove
 
PA
 
—

 
99

 
891

 
—

 
990

 
(127
)
 
6/3/13
 
2003
Advance Auto Parts
 
Titusville
 
PA
 
—

 
207

 
1,172

 
—

 
1,379

 
(200
)
 
12/12/12
 
2010
Advance Auto Parts
 
Chapin
 
SC
 
—

 
395

 
922

 
—

 
1,317

 
(183
)
 
6/20/12
 
2007
Advance Auto Parts
 
Chesterfield
 
SC
 
—

 
131

 
745

 
—

 
876

 
(148
)
 
6/27/12
 
2008
Advance Auto Parts
 
Greenwood
 
SC
 
411

 
210

 
630

 
—

 
840

 
(134
)
 
3/9/12
 
1995
Advance Auto Parts
 
Rock Hill
 
SC
 
—

 
506

 
915

 
—

 
1,421

 
(87
)
 
2/7/14
 
1995
Advance Auto Parts
 
Sweetwater
 
TN
 
—

 
360

 
839

 
—

 
1,199

 
(147
)
 
11/29/12
 
2006
Advance Auto Parts
 
Alton
 
TX
 
—

 
169

 
958

 
(3
)
 
1,124

 
(172
)
 
10/18/12
 
2006
Advance Auto Parts
 
Deer Park
 
TX
 
—

 
295

 
1,507

 
—

 
1,802

 
(139
)
 
2/7/14
 
2008
Advance Auto Parts
 
Houston
 
TX
 
800

 
343

 
1,029

 
—

 
1,372

 
(248
)
 
9/30/11
 
2006
Advance Auto Parts
 
Houston
 
TX
 
800

 
248

 
991

 
—

 
1,239

 
(239
)
 
9/30/11
 
2006
Advance Auto Parts
 
Houston
 
TX
 
—

 
837

 
685

 
—

 
1,522

 
(130
)
 
8/21/12
 
2007
Advance Auto Parts
 
Houston
 
TX
 
—

 
285

 
1,405

 
—

 
1,690

 
(130
)
 
2/7/14
 
2006
Advance Auto Parts
 
Houston
 
TX
 
—

 
225

 
1,293

 
—

 
1,518

 
(119
)
 
2/7/14
 
2008
Advance Auto Parts
 
Houston
 
TX
 
—

 
189

 
1,666

 
—

 
1,855

 
(153
)
 
2/7/14
 
2008
Advance Auto Parts
 
Humble
 
TX
 
—

 
420

 
1,404

 
—

 
1,824

 
(130
)
 
2/7/14
 
2007
Advance Auto Parts
 
Huntsville
 
TX
 
—

 
327

 
1,278

 
—

 
1,605

 
(118
)
 
2/7/14
 
2008
Advance Auto Parts
 
Kingwood
 
TX
 
—

 
419

 
1,392

 
—

 
1,811

 
(129
)
 
2/7/14
 
2009
Advance Auto Parts
 
Lubbock
 
TX
 
—

 
265

 
1,259

 
—

 
1,524

 
(118
)
 
2/7/14
 
2008
Advance Auto Parts
 
Pasadena
 
TX
 
—

 
382

 
1,146

 
—

 
1,528

 
(223
)
 
7/6/12
 
2008
Advance Auto Parts
 
Spring
 
TX
 
—

 
388

 
1,616

 
—

 
2,004

 
(140
)
 
2/7/14
 
2007

F-94

 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Advance Auto Parts
 
Webster
 
TX
 
—

 
385

 
1,452

 
—

 
1,837

 
(134
)
 
2/7/14
 
2008
Advance Auto Parts
 
Appleton
 
WI
 
—

 
498

 
1,228

 
—

 
1,726

 
(120
)
 
2/7/14
 
2007
Advance Auto Parts
 
Fort Atkinson
 
WI
 
—

 
353

 
824

 
—

 
1,177

 
(110
)
 
8/26/13
 
2004
Advance Auto Parts
 
Janesville
 
WI
 
939

 
299

 
1,695

 
—

 
1,994

 
(162
)
 
2/7/14
 
2007
Advance Auto Parts
 
Kenosha
 
WI
 
—

 
569

 
465

 
—

 
1,034

 
(73
)
 
3/13/13
 
2004
Advance Auto Parts
 
Milwaukee
 
WI
 
—

 
610

 
1,473

 
—

 
2,083

 
(140
)
 
2/7/14
 
2008
Advance Auto Parts
 
St. Mary'S
 
WV
 
—

 
309

 
928

 
—

 
1,237

 
(158
)
 
12/28/12
 
2007
Aetna Life Insurance
 
Fresno
 
CA
 
16,043

 
3,405

 
22,343

 
—

 
25,748

 
(2,644
)
 
11/5/13
 
1969
AGCO
 
Duluth
 
GA
 
8,600

 
3,503

 
14,842

 
—

 
18,345

 
(1,197
)
 
2/7/14
 
1999
Albertson's
 
Lake Havasu City
 
AZ
 
3,552

 
1,275

 
5,396

 
—

 
6,671

 
(595
)
 
2/7/14
 
2003
Albertson's
 
Mesa
 
AZ
 
3,034

 
1,944

 
4,145

 
—

 
6,089

 
(440
)
 
2/7/14
 
1997
Albertson's
 
Phoenix
 
AZ
 
3,500

 
2,456

 
4,628

 
—

 
7,084

 
(488
)
 
2/7/14
 
1998
Albertson's
 
Scottsdale
 
AZ
 
5,672

 
2,872

 
7,943

 
—

 
10,815

 
(844
)
 
2/7/14
 
1991
Albertson's
 
Tucson
 
AZ
 
5,429

 
2,710

 
7,704

 
—

 
10,414

 
(822
)
 
2/7/14
 
2000
Albertson's
 
Tucson
 
AZ
 
2,721

 
1,642

 
3,587

 
—

 
5,229

 
(393
)
 
2/7/14
 
1994
Albertson's
 
Yuma
 
AZ
 
4,395

 
1,574

 
6,452

 
—

 
8,026

 
(693
)
 
2/7/14
 
2003
Albertson's
 
Denver
 
CO
 
3,840

 
2,058

 
5,286

 
—

 
7,344

 
(550
)
 
2/7/14
 
2002
Albertson's
 
Durango
 
CO
 
3,770

 
3,520

 
3,404

 
—

 
6,924

 
(381
)
 
2/7/14
 
1993
Albertson's
 
Fort Collins
 
CO
 
4,328

 
1,288

 
6,612

 
—

 
7,900

 
(698
)
 
2/7/14
 
1996
Albertson's
 
Alexandria
 
LA
 
4,110

 
1,423

 
6,024

 
—

 
7,447

 
(665
)
 
2/7/14
 
1990
Albertson's
 
Baton Rouge
 
LA
 
4,731

 
1,711

 
7,061

 
—

 
8,772

 
(769
)
 
2/7/14
 
1991
Albertson's
 
Baton Rouge
 
LA
 
3,931

 
1,681

 
5,673

 
—

 
7,354

 
(621
)
 
2/7/14
 
1992
Albertson's
 
Baton Rouge
 
LA
 
5,424

 
1,932

 
7,836

 
—

 
9,768

 
(866
)
 
2/7/14
 
1985
Albertson's
 
Bossier City
 
LA
 
3,599

 
1,949

 
5,125

 
—

 
7,074

 
(546
)
 
2/7/14
 
1988
Albertson's
 
Lafayette
 
LA
 
5,380

 
1,556

 
7,926

 
—

 
9,482

 
(885
)
 
2/7/14
 
2000
Albertson's
 
Albuquerque
 
NM
 
4,500

 
2,834

 
3,682

 
—

 
6,516

 
(538
)
 
2/7/14
 
1997
Albertson's
 
Albuquerque
 
NM
 
4,410

 
2,950

 
3,388

 
—

 
6,338

 
(506
)
 
2/7/14
 
1978
Albertson's
 
Clovis
 
NM
 
3,927

 
769

 
4,865

 
—

 
5,634

 
(606
)
 
2/7/14
 
1984
Albertson's
 
Farmington
 
NM
 
2,566

 
1,442

 
2,505

 
—

 
3,947

 
(342
)
 
2/7/14
 
2002
Albertson's
 
Las Cruces
 
NM
 
—

 
1,588

 
5,719

 
—

 
7,307

 
(768
)
 
2/7/14
 
1997
Albertson's
 
Los Lunas
 
NM
 
4,083

 
1,105

 
4,770

 
—

 
5,875

 
(616
)
 
2/7/14
 
1991
Albertson's
 
Silver City
 
NM
 
3,560

 
591

 
3,824

 
—

 
4,415

 
(532
)
 
2/7/14
 
1982

F-95


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Albertson's
 
Abilene
 
TX
 
3,980

 
1,187

 
6,373

 
—

 
7,560

 
(672
)
 
2/7/2014
 
1984
Albertson's
 
Arlington
 
TX
 
4,206

 
1,714

 
6,560

 
—

 
8,274

 
(691
)
 
2/7/2014
 
2002
Albertson's
 
El Paso
 
TX
 
4,438

 
1,375

 
6,447

 
—

 
7,822

 
(706
)
 
2/7/2014
 
1978
Albertson's
 
Fort Worth
 
TX
 
3,553

 
2,146

 
4,678

 
—

 
6,824

 
(520
)
 
2/7/2014
 
2000
Albertson's
 
Fort Worth
 
TX
 
4,740

 
1,833

 
7,311

 
—

 
9,144

 
(760
)
 
2/7/2014
 
2004
Albertson's
 
Fort Worth
 
TX
 
3,149

 
1,833

 
4,528

 
—

 
6,361

 
(487
)
 
2/7/2014
 
2002
Albertson's
 
Fort Worth
 
TX
 
3,840

 
1,174

 
6,255

 
—

 
7,429

 
(638
)
 
2/7/2014
 
1988
Albertson's
 
Midland
 
TX
 
5,640

 
1,002

 
9,885

 
—

 
10,887

 
(1,025
)
 
2/7/2014
 
1984
Albertson's
 
Odessa
 
TX
 
5,079

 
947

 
8,867

 
—

 
9,814

 
(909
)
 
2/7/2014
 
1985
Albertson's
 
Weatherford
 
TX
 
3,934

 
1,820

 
5,771

 
—

 
7,591

 
(619
)
 
2/7/2014
 
2001
Ale House
 
Orlando
 
FL
 
—

 
270

 
3,668

 
(445
)
 
3,493

 
(105
)
 
6/27/2013
 
1995
Ale House
 
Orlando
 
FL
 
—

 
290

 
3,647

 
(445
)
 
3,492

 
(104
)
 
6/27/2013
 
1995
Ale House
 
St. Petersburg
 
FL
 
—

 
930

 
3,116

 
—

 
4,046

 
(439
)
 
6/27/2013
 
1995
Aliberto's Mexican Food
 
Holbrook
 
AZ
 
—

 
32

 
96

 
—

 
128

 
(13
)
 
6/27/2013
 
1981
Allied Oil & Gas
 
Pleasanton
 
TX
 
—

 
328

 
4,804

 
—

 
5,132

 
(281
)
 
9/25/2014
 
2014
Allied Power Group
 
Houston
 
TX
 
—

 
1,659

 
13,161

 
—

 
14,820

 
(1,406
)
 
6/12/2014
 
2009
AM General
 
Fort Wayne
 
IN
 
—

 
—

 
26,409

 
2,881

 
29,290

 
(3,431
)
 
11/5/2013
 
1994
Amazon
 
West Columbia
 
SC
 
—

 
3,112

 
53,103

 
4

 
56,219

 
(4,793
)
 
2/7/2014
 
2012
Amazon
 
Charleston
 
TN
 
38,500

 
2,678

 
50,880

 
—

 
53,558

 
(4,542
)
 
2/7/2014
 
2011
Amazon
 
Chattanooga
 
TN
 
40,800

 
1,995

 
54,332

 
—

 
56,327

 
(4,968
)
 
2/7/2014
 
2011
Amcor Rigid Plastics USA, Inc
 
Alhambra
 
CA
 
—

 
7,143

 
8,730

 
—

 
15,873

 
(1,575
)
 
1/24/2013
 
1966
AMEC Foster Wheeler Oil & Gas
 
Houston
 
TX
 
—

 
2,524

 
30,398

 
—

 
32,922

 
(3,250
)
 
11/5/2013
 
1998
Amega West
 
West Alexander
 
PA
 
—

 
117

 
1,787

 
—

 
1,904

 
(130
)
 
6/12/2014
 
2010
Amega West
 
Midland
 
TX
 
—

 
591

 
379

 
—

 
970

 
(29
)
 
6/12/2014
 
1979
Ameriprise
 
Ashwaubenon
 
WI
 
10,998

 
751

 
14,260

 
—

 
15,011

 
(2,035
)
 
1/25/2013
 
2000
AON
 
Glenview
 
IL
 
48,677

 
14,014

 
73,359

 
—

 
87,373

 
(8,485
)
 
11/5/2013
 
1975
AON
 
Lincolnshire
 
IL
 
92,517

 
5,336

 
124,777

 
—

 
130,113

 
(20,836
)
 
11/16/2012
 
1998
APL Logistics, Inc.
 
Coloma
 
MI
 
10,017

 
1,929

 
9,319

 
—

 
11,248

 
(1,531
)
 
3/28/2014
 
1965
Apple Market
 
St. Joseph
 
MO
 
—

 
639

 
1,638

 
—

 
2,277

 
(152
)
 
3/28/2014
 
1981
Applebee's
 
Auburn
 
AL
 
—

 
1,155

 
1,732

 
—

 
2,887

 
(253
)
 
7/31/2013
 
1993
Applebee's
 
Oxford
 
AL
 
—

 
1,162

 
2,157

 
—

 
3,319

 
(294
)
 
8/30/2013
 
1995
Applebee's
 
Phenix City
 
AL
 
—

 
1,488

 
2,232

 
—

 
3,720

 
(326
)
 
7/31/2013
 
1999

F-96


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Applebee's
 
West Memphis
 
AR
 
—

 
388

 
1,536

 
—

 
1,924

 
(172
)
 
2/7/2014
 
2006
Applebee's
 
Arvada
 
CO
 
—

 
754

 
1,760

 
—

 
2,514

 
(257
)
 
7/31/2013
 
1996
Applebee's
 
Brighton
 
CO
 
—

 
657

 
1,972

 
—

 
2,629

 
(288
)
 
7/31/2013
 
1998
Applebee's
 
Colorado Springs
 
CO
 
—

 
499

 
1,996

 
—

 
2,495

 
(292
)
 
7/31/2013
 
1995
Applebee's
 
Colorado Springs
 
CO
 
—

 
629

 
1,888

 
—

 
2,517

 
(276
)
 
7/31/2013
 
1994
Applebee's
 
Greeley
 
CO
 
—

 
559

 
2,235

 
—

 
2,794

 
(327
)
 
7/31/2013
 
1995
Applebee's
 
Northglenn
 
CO
 
—

 
578

 
1,734

 
—

 
2,312

 
(254
)
 
7/31/2013
 
1993
Applebee's
 
Pueblo
 
CO
 
—

 
752

 
2,257

 
—

 
3,009

 
(319
)
 
8/30/2013
 
1998
Applebee's
 
Pueblo
 
CO
 
—

 
960

 
2,879

 
—

 
3,839

 
(421
)
 
7/31/2013
 
1998
Applebee's
 
Thornton
 
CO
 
—

 
681

 
2,043

 
—

 
2,724

 
(289
)
 
8/30/2013
 
1994
Applebee's
 
Bradenton
 
FL
 
—

 
2,475

 
3,713

 
—

 
6,188

 
(543
)
 
7/31/2013
 
1994
Applebee's
 
Brandon
 
FL
 
—

 
2,453

 
3,647

 
—

 
6,100

 
(531
)
 
6/27/2013
 
1997
Applebee's
 
Crestview
 
FL
 
—

 
943

 
1,752

 
—

 
2,695

 
(256
)
 
7/31/2013
 
2000
Applebee's
 
Crystal River
 
FL
 
—

 
1,328

 
2,467

 
—

 
3,795

 
(361
)
 
7/31/2013
 
2001
Applebee's
 
Davenport
 
FL
 
—

 
1,506

 
4,517

 
—

 
6,023

 
(661
)
 
7/31/2013
 
2007
Applebee's
 
Inverness
 
FL
 
—

 
1,977

 
2,965

 
—

 
4,942

 
(434
)
 
7/31/2013
 
2000
Applebee's
 
Lakeland
 
FL
 
—

 
1,283

 
2,383

 
—

 
3,666

 
(349
)
 
7/31/2013
 
1997
Applebee's
 
Lakeland
 
FL
 
—

 
1,959

 
3,638

 
—

 
5,597

 
(532
)
 
7/31/2013
 
2000
Applebee's
 
Largo
 
FL
 
—

 
2,334

 
3,501

 
—

 
5,835

 
(512
)
 
7/31/2013
 
1995
Applebee's
 
New Port Richey
 
FL
 
—

 
1,695

 
3,147

 
—

 
4,842

 
(460
)
 
7/31/2013
 
1998
Applebee's
 
Plant City
 
FL
 
—

 
2,079

 
2,869

 
—

 
4,948

 
(418
)
 
6/27/2013
 
2001
Applebee's
 
Riverview
 
FL
 
—

 
1,849

 
3,434

 
—

 
5,283

 
(502
)
 
7/31/2013
 
2006
Applebee's
 
St. Petersburg
 
FL
 
—

 
2,329

 
3,493

 
—

 
5,822

 
(511
)
 
7/31/2013
 
1994
Applebee's
 
Temple Terrace
 
FL
 
—

 
2,396

 
3,594

 
—

 
5,990

 
(526
)
 
7/31/2013
 
1993
Applebee's
 
Valrico
 
FL
 
—

 
1,202

 
3,274

 
—

 
4,476

 
(477
)
 
6/27/2013
 
1998
Applebee's
 
Wesley Chapel
 
FL
 
—

 
3,272

 
3,272

 
—

 
6,544

 
(479
)
 
7/31/2013
 
2000
Applebee's
 
Winter Haven
 
FL
 
—

 
2,130

 
2,603

 
—

 
4,733

 
(381
)
 
7/31/2013
 
1999
Applebee's
 
Augusta
 
GA
 
—

 
1,254

 
2,329

 
—

 
3,583

 
(341
)
 
7/31/2013
 
1987
Applebee's
 
Dublin
 
GA
 
—

 
1,171

 
1,431

 
—

 
2,602

 
(209
)
 
7/31/2013
 
1998
Applebee's
 
Evans
 
GA
 
—

 
1,426

 
2,649

 
—

 
4,075

 
(387
)
 
7/31/2013
 
2004
Applebee's
 
Milledgeville
 
GA
 
—

 
1,174

 
1,761

 
—

 
2,935

 
(258
)
 
7/31/2013
 
1999
Applebee's
 
Savannah
 
GA
 
—

 
1,329

 
2,468

 
—

 
3,797

 
(361
)
 
7/31/2013
 
1994

F-97


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Applebee's
 
Clinton
 
IA
 
—

 
490

 
1,184

 
—

 
1,674

 
(167
)
 
6/27/2013
 
1995
Applebee's
 
Fort Dodge
 
IA
 
—

 
—

 
1,363

 
—

 
1,363

 
(302
)
 
6/27/2013
 
1995
Applebee's
 
Marshalltown
 
IA
 
—

 
660

 
1,175

 
—

 
1,835

 
(166
)
 
6/27/2013
 
1995
Applebee's
 
Mason City
 
IA
 
—

 
340

 
1,495

 
—

 
1,835

 
(211
)
 
6/27/2013
 
1995
Applebee's
 
Muscatine
 
IA
 
—

 
330

 
1,266

 
—

 
1,596

 
(178
)
 
6/27/2013
 
1995
Applebee's
 
Boise
 
ID
 
—

 
948

 
1,761

 
—

 
2,709

 
(258
)
 
7/31/2013
 
1998
Applebee's
 
Garden City
 
ID
 
—

 
628

 
2,512

 
—

 
3,140

 
(355
)
 
8/30/2013
 
2003
Applebee's
 
Nampa
 
ID
 
—

 
729

 
2,915

 
—

 
3,644

 
(426
)
 
7/31/2013
 
2000
Applebee's
 
Pocatello
 
ID
 
—

 
612

 
1,837

 
—

 
2,449

 
(269
)
 
7/31/2013
 
1998
Applebee's
 
Marion
 
IL
 
—

 
855

 
1,527

 
—

 
2,382

 
(180
)
 
2/7/2014
 
1998
Applebee's
 
Sterling
 
IL
 
—

 
390

 
1,291

 
—

 
1,681

 
(182
)
 
6/27/2013
 
1995
Applebee's
 
Swansea
 
IL
 
—

 
727

 
1,741

 
—

 
2,468

 
(199
)
 
2/7/2014
 
1998
Applebee's
 
Newton
 
KS
 
—

 
504

 
1,569

 
—

 
2,073

 
(229
)
 
6/27/2013
 
1998
Applebee's
 
Fall River
 
MA
 
—

 
275

 
1,558

 
—

 
1,833

 
(228
)
 
7/31/2013
 
1994
Applebee's
 
Adrian
 
MI
 
—

 
407

 
2,351

 
—

 
2,758

 
(270
)
 
2/7/2014
 
1995
Applebee's
 
Kalamazoo
 
MI
 
—

 
575

 
2,644

 
—

 
3,219

 
(266
)
 
2/7/2014
 
1994
Applebee's
 
Farmington
 
MO
 
—

 
574

 
2,242

 
—

 
2,816

 
(255
)
 
2/7/2014
 
1999
Applebee's
 
Joplin
 
MO
 
—

 
754

 
1,829

 
—

 
2,583

 
(226
)
 
2/7/2014
 
1994
Applebee's
 
Rolla
 
MO
 
—

 
671

 
2,272

 
—

 
2,943

 
(259
)
 
2/7/2014
 
1997
Applebee's
 
St. Charles
 
MO
 
—

 
781

 
1,075

 
—

 
1,856

 
(89
)
 
6/23/2014
 
1990
Applebee's
 
Horn Lake
 
MS
 
—

 
584

 
1,642

 
—

 
2,226

 
(182
)
 
2/7/2014
 
2005
Applebee's
 
Ocean Springs
 
MS
 
—

 
673

 
1,708

 
—

 
2,381

 
(249
)
 
6/27/2013
 
2000
Applebee's
 
Alamogordo
 
NM
 
—

 
271

 
2,438

 
—

 
2,709

 
(345
)
 
8/30/2013
 
2000
Applebee's
 
Hobbs
 
NM
 
—

 
600

 
3,401

 
—

 
4,001

 
(497
)
 
7/31/2013
 
2002
Applebee's
 
Rio Rancho
 
NM
 
—

 
645

 
3,654

 
—

 
4,299

 
(534
)
 
7/31/2013
 
1995
Applebee's
 
Roswell
 
NM
 
—

 
405

 
2,295

 
—

 
2,700

 
(336
)
 
7/31/2013
 
1998
Applebee's
 
North Canton
 
OH
 
—

 
152

 
838

 
—

 
990

 
(122
)
 
6/27/2013
 
1992
Applebee's
 
Clackamas
 
OR
 
—

 
901

 
2,103

 
—

 
3,004

 
(308
)
 
7/31/2013
 
1997
Applebee's
 
Gresham
 
OR
 
—

 
853

 
2,560

 
—

 
3,413

 
(362
)
 
8/30/2013
 
2004
Applebee's
 
Lake Oswego
 
OR
 
—

 
1,352

 
1,652

 
—

 
3,004

 
(242
)
 
7/31/2013
 
1993
Applebee's
 
Roseburg
 
OR
 
—

 
717

 
1,673

 
—

 
2,390

 
(236
)
 
8/30/2013
 
2000
Applebee's
 
Tualatin
 
OR
 
—

 
1,116

 
2,072

 
—

 
3,188

 
(303
)
 
7/31/2013
 
2002

F-98


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Applebee's
 
Chambersburg
 
PA
 
—

 
591

 
2,416

 
—

 
3,007

 
(242
)
 
2/7/2014
 
1995
Applebee's
 
Greenville
 
SC
 
—

 
600

 
2,166

 
—

 
2,766

 
(305
)
 
6/27/2013
 
1995
Applebee's
 
Bartlett
 
TN
 
—

 
315

 
2,201

 
—

 
2,516

 
(237
)
 
2/7/2014
 
2005
Applebee's
 
Corpus Christi
 
TX
 
—

 
563

 
2,926

 
—

 
3,489

 
(426
)
 
6/27/2013
 
2000
Applebee's
 
Edinburg
 
TX
 
—

 
898

 
2,058

 
—

 
2,956

 
(300
)
 
6/27/2013
 
2006
Applebee's
 
Mcallen
 
TX
 
—

 
1,114

 
1,988

 
—

 
3,102

 
(290
)
 
6/27/2013
 
1993
Applebee's
 
New Braunfels
 
TX
 
—

 
566

 
1,486

 
—

 
2,052

 
(217
)
 
6/27/2013
 
1995
Applebee's
 
San Antonio
 
TX
 
—

 
732

 
1,796

 
—

 
2,528

 
(262
)
 
6/27/2013
 
2003
Applebee's
 
Tyler
 
TX
 
—

 
696

 
2,904

 
—

 
3,600

 
(319
)
 
2/7/2014
 
1990
Applebee's
 
Norton
 
VA
 
—

 
848

 
433

 
—

 
1,281

 
(114
)
 
2/7/2014
 
2006
Applebee's
 
Wytheville
 
VA
 
—

 
564

 
923

 
—

 
1,487

 
(148
)
 
2/7/2014
 
2000
Applebee's
 
Richland
 
WA
 
—

 
1,112

 
2,064

 
—

 
3,176

 
(302
)
 
7/31/2013
 
2003
Applebee's
 
Vancouver
 
WA
 
—

 
791

 
1,846

 
—

 
2,637

 
(261
)
 
8/30/2013
 
2001
Applebee's
 
Vancouver
 
WA
 
—

 
718

 
1,675

 
—

 
2,393

 
(245
)
 
7/31/2013
 
2001
Apria Healthcare
 
Indianapolis
 
IN
 
—

 
981

 
3,922

 
—

 
4,903

 
(384
)
 
5/19/2014
 
1993
Arby's
 
Alexander City
 
AL
 
—

 
527

 
401

 
—

 
928

 
(57
)
 
6/27/2013
 
1999
Arby's
 
Arab
 
AL
 
—

 
40

 
887

 
—

 
927

 
(121
)
 
6/27/2013
 
1995
Arby's
 
Guntersville
 
AL
 
—

 
142

 
503

 
—

 
645

 
(71
)
 
6/27/2013
 
1995
Arby's
 
Hampton Cove
 
AL
 
—

 
310

 
986

 
—

 
1,296

 
(134
)
 
6/27/2013
 
1995
Arby's
 
Mobile
 
AL
 
—

 
460

 
685

 
(424
)
 
721

 
(13
)
 
6/27/2013
 
1986
Arby's
 
Bullhead City
 
AZ
 
—

 
550

 
—

 
—

 
550

 
—

 
6/27/2013
 
1999
Arby's
 
Fountain Hills
 
AZ
 
—

 
241

 
597

 
—

 
838

 
(84
)
 
6/27/2013
 
1994
Arby's
 
Phoenix
 
AZ
 
—

 
559

 
618

 
—

 
1,177

 
(87
)
 
6/27/2013
 
1995
Arby's
 
Prescott
 
AZ
 
—

 
404

 
750

 
(267
)
 
887

 
(16
)
 
7/31/2013
 
1986
Arby's
 
Sacramento
 
CA
 
—

 
520

 
195

 
(94
)
 
621

 
(5
)
 
6/27/2013
 
1995
Arby's
 
Arvada
 
CO
 
—

 
190

 
1,465

 
—

 
1,655

 
(200
)
 
6/27/2013
 
1995
Arby's
 
Apopka
 
FL
 
—

 
464

 
697

 
—

 
1,161

 
(90
)
 
7/31/2013
 
1985
Arby's
 
Merritt Island
 
FL
 
—

 
297

 
552

 
—

 
849

 
(72
)
 
7/31/2013
 
1984
Arby's
 
Orange Park
 
FL
 
—

 
420

 
1,256

 
—

 
1,676

 
(171
)
 
6/27/2013
 
1995
Arby's
 
Orlando
 
FL
 
—

 
251

 
585

 
—

 
836

 
(76
)
 
7/31/2013
 
1985
Arby's
 
Rockledge
 
FL
 
—

 
381

 
571

 
—

 
952

 
(74
)
 
7/31/2013
 
1984
Arby's
 
Atlanta
 
GA
 
—

 
1,207

 
987

 
—

 
2,194

 
(128
)
 
7/31/2013
 
1984

F-99


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Arby's
 
Canton
 
GA
 
—

 
370

 
1,200

 
—

 
1,570

 
(164
)
 
6/27/2013
 
1995
Arby's
 
Douglasville
 
GA
 
—

 
370

 
1,692

 
—

 
2,062

 
(231
)
 
6/27/2013
 
1995
Arby's
 
Kennesaw
 
GA
 
—

 
583

 
840

 
—

 
1,423

 
(118
)
 
6/27/2013
 
1984
Arby's
 
Richmond Hill
 
GA
 
—

 
430

 
755

 
—

 
1,185

 
(106
)
 
6/27/2013
 
1984
Arby's
 
Savannah
 
GA
 
—

 
293

 
293

 
—

 
586

 
(38
)
 
7/31/2013
 
1985
Arby's
 
Suwanee
 
GA
 
—

 
370

 
1,561

 
—

 
1,931

 
(213
)
 
6/27/2013
 
1995
Arby's
 
Toccoa
 
GA
 
—

 
185

 
227

 
—

 
412

 
(29
)
 
7/31/2013
 
1998
Arby's
 
Mount Vernon
 
IL
 
—

 
911

 
764

 
—

 
1,675

 
(108
)
 
6/27/2013
 
1999
Arby's
 
Avon
 
IN
 
—

 
500

 
812

 
—

 
1,312

 
(111
)
 
6/27/2013
 
1995
Arby's
 
Fort Wayne
 
IN
 
—

 
529

 
647

 
—

 
1,176

 
(84
)
 
7/31/2013
 
1987
Arby's
 
Indianapolis
 
IN
 
—

 
530

 
1,236

 
—

 
1,766

 
(168
)
 
6/27/2013
 
1995
Arby's
 
Indianapolis
 
IN
 
—

 
370

 
1,130

 
—

 
1,500

 
(154
)
 
6/27/2013
 
1995
Arby's
 
New Albany
 
IN
 
—

 
456

 
470

 
—

 
926

 
(66
)
 
6/27/2013
 
2005
Arby's
 
New Albany
 
IN
 
—

 
325

 
465

 
—

 
790

 
(65
)
 
6/27/2013
 
1995
Arby's
 
Scottsburg
 
IN
 
—

 
526

 
445

 
—

 
971

 
(63
)
 
6/27/2013
 
1989
Arby's
 
Winchester
 
IN
 
—

 
341

 
511

 
—

 
852

 
(66
)
 
7/31/2013
 
1988
Arby's
 
Kansas City
 
KS
 
—

 
280

 
364

 
—

 
644

 
(50
)
 
6/27/2013
 
1995
Arby's
 
Salina
 
KS
 
—

 
540

 
300

 
—

 
840

 
(41
)
 
6/27/2013
 
1995
Arby's
 
Topeka
 
KS
 
—

 
270

 
433

 
—

 
703

 
(59
)
 
6/27/2013
 
1995
Arby's
 
Hopkinsville
 
KY
 
—

 
432

 
528

 
—

 
960

 
(68
)
 
7/31/2013
 
1985
Arby's
 
Louisville
 
KY
 
—

 
336

 
625

 
—

 
961

 
(116
)
 
5/30/2013
 
1979
Arby's
 
Alma
 
MI
 
—

 
380

 
408

 
—

 
788

 
(56
)
 
6/27/2013
 
1995
Arby's
 
Chesterfield
 
MI
 
—

 
210

 
841

 
—

 
1,051

 
(115
)
 
6/27/2013
 
1995
Arby's
 
Davison
 
MI
 
—

 
420

 
631

 
—

 
1,051

 
(86
)
 
6/27/2013
 
1995
Arby's
 
Flint
 
MI
 
—

 
110

 
1,422

 
—

 
1,532

 
(194
)
 
6/27/2013
 
1995
Arby's
 
Flint
 
MI
 
—

 
230

 
1,428

 
—

 
1,658

 
(195
)
 
6/27/2013
 
1995
Arby's
 
Grandville
 
MI
 
—

 
1,133

 
755

 
—

 
1,888

 
(98
)
 
7/31/2013
 
1982
Arby's
 
Midland
 
MI
 
—

 
340

 
753

 
—

 
1,093

 
(103
)
 
6/27/2013
 
1995
Arby's
 
Pontiac
 
MI
 
—

 
180

 
962

 
—

 
1,142

 
(131
)
 
6/27/2013
 
1995
Arby's
 
Port Huron
 
MI
 
—

 
210

 
868

 
—

 
1,078

 
(118
)
 
6/27/2013
 
1995
Arby's
 
Saginaw
 
MI
 
—

 
310

 
1,110

 
—

 
1,420

 
(151
)
 
6/27/2013
 
1995
Arby's
 
South Haven
 
MI
 
—

 
260

 
573

 
—

 
833

 
(78
)
 
6/27/2013
 
1995

F-100


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Arby's
 
Walker
 
MI
 
—

 
360

 
1,002

 
—

 
1,362

 
(136
)
 
6/27/2013
 
1995
Arby's
 
Wyoming
 
MI
 
—

 
1,513

 
648

 
—

 
2,161

 
(84
)
 
7/31/2013
 
1970
Arby's
 
Corinth
 
MS
 
—

 
753

 
429

 
—

 
1,182

 
(60
)
 
6/27/2013
 
1984
Arby's
 
Fayetteville
 
NC
 
—

 
420

 
2,001

 
—

 
2,421

 
(273
)
 
6/27/2013
 
1995
Arby's
 
Greensboro
 
NC
 
—

 
300

 
906

 
(490
)
 
716

 
(16
)
 
6/27/2013
 
1995
Arby's
 
Greenville
 
NC
 
—

 
310

 
681

 
(460
)
 
531

 
(11
)
 
6/27/2013
 
1995
Arby's
 
Jonesville
 
NC
 
—

 
350

 
908

 
—

 
1,258

 
(124
)
 
6/27/2013
 
1995
Arby's
 
Kernersville
 
NC
 
—

 
280

 
774

 
—

 
1,054

 
(105
)
 
6/27/2013
 
1995
Arby's
 
Kinston
 
NC
 
—

 
350

 
832

 
(267
)
 
915

 
(19
)
 
6/27/2013
 
1995
Arby's
 
Lexington
 
NC
 
—

 
484

 
504

 
(152
)
 
836

 
(12
)
 
6/27/2013
 
1987
Arby's
 
Omaha
 
NE
 
—

 
359

 
—

 
—

 
359

 
—

 
7/31/2013
 
1984
Arby's
 
Clovis
 
NM
 
—

 
91

 
518

 
—

 
609

 
(73
)
 
6/27/2013
 
1982
Arby's
 
Las Vegas
 
NM
 
—

 
236

 
236

 
—

 
472

 
(31
)
 
7/31/2013
 
1985
Arby's
 
Rochester
 
NY
 
—

 
128

 
384

 
(172
)
 
340

 
(7
)
 
7/31/2013
 
1985
Arby's
 
Columbus
 
OH
 
—

 
400

 
1,155

 
—

 
1,555

 
(157
)
 
6/27/2013
 
1995
Arby's
 
Middlefield
 
OH
 
—

 
379

 
388

 
—

 
767

 
(55
)
 
6/27/2013
 
1988
Arby's
 
Willard
 
OH
 
—

 
230

 
599

 
—

 
829

 
(82
)
 
6/27/2013
 
1995
Arby's
 
Allentown
 
PA
 
—

 
600

 
1,652

 
—

 
2,252

 
(225
)
 
6/27/2013
 
1995
Arby's
 
Carlisle
 
PA
 
—

 
200

 
472

 
—

 
672

 
(64
)
 
6/27/2013
 
1995
Arby's
 
Erie
 
PA
 
—

 
188

 
552

 
—

 
740

 
(78
)
 
6/27/2013
 
1966
Arby's
 
Hanover
 
PA
 
—

 
400

 
921

 
—

 
1,321

 
(125
)
 
6/27/2013
 
1995
Arby's
 
Myrtle Beach
 
SC
 
—

 
370

 
1,132

 
(413
)
 
1,089

 
(25
)
 
6/27/2013
 
1995
Arby's
 
Chattanooga
 
TN
 
—

 
201

 
469

 
—

 
670

 
(61
)
 
7/31/2013
 
1998
Arby's
 
Memphis
 
TN
 
—

 
449

 
835

 
—

 
1,284

 
(108
)
 
7/31/2013
 
1998
Arby's
 
Amarillo
 
TX
 
—

 
260

 
627

 
—

 
887

 
(85
)
 
6/27/2013
 
1995
Arby's
 
Schertz
 
TX
 
—

 
499

 
748

 
(317
)
 
930

 
(16
)
 
7/31/2013
 
1996
Ashley Furniture
 
Jeffersontown
 
KY
 
—

 
1,966

 
2,368

 
—

 
4,334

 
(183
)
 
9/26/2014
 
1970
AT&T
 
Schaumburg
 
IL
 
—

 
2,364

 
9,305

 
547

 
12,216

 
(701
)
 
9/24/2014
 
1989
AT&T
 
Richardson
 
TX
 
11,569

 
1,891

 
31,118

 
—

 
33,009

 
(3,333
)
 
11/5/2013
 
1986
Auto Pawn
 
Columbus
 
GA
 
—

 
170

 
—

 
—

 
170

 
—

 
6/27/2013
 
1987
AutoZone
 
Chicago
 
IL
 
—

 
698

 
1,047

 
—

 
1,745

 
(159
)
 
4/30/2013
 
1995
AutoZone
 
Yorkville
 
IL
 
—

 
383

 
1,534

 
—

 
1,917

 
(142
)
 
5/19/2014
 
2006

F-101


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
AutoZone
 
Pearl River
 
LA
 
719

 
239

 
1,193

 
—

 
1,432

 
(120
)
 
2/7/2014
 
2007
AutoZone
 
Hernando
 
MS
 
—

 
141

 
833

 
—

 
974

 
(74
)
 
2/7/2014
 
2003
AutoZone
 
Blanchester
 
OH
 
535

 
341

 
838

 
—

 
1,179

 
(83
)
 
2/7/2014
 
2008
AutoZone
 
Hamilton
 
OH
 
814

 
507

 
1,283

 
—

 
1,790

 
(125
)
 
2/7/2014
 
2008
AutoZone
 
Hartville
 
OH
 
614

 
197

 
1,156

 
—

 
1,353

 
(114
)
 
2/7/2014
 
2008
AutoZone
 
Mt. Orab
 
OH
 
679

 
258

 
1,219

 
—

 
1,477

 
(118
)
 
2/7/2014
 
2009
AutoZone
 
Trenton
 
OH
 
504

 
306

 
812

 
—

 
1,118

 
(80
)
 
2/7/2014
 
2008
AutoZone
 
Rapid City
 
SD
 
571

 
375

 
969

 
—

 
1,344

 
(92
)
 
2/7/2014
 
2008
AutoZone
 
Nashville
 
TN
 
861

 
555

 
1,270

 
—

 
1,825

 
(124
)
 
2/7/2014
 
2009
Bahama Breeze
 
Pittsburgh
 
PA
 
—

 
1,590

 
1,753

 
—

 
3,343

 
(92
)
 
7/28/2014
 
2004
Bahama Breeze
 
Memphis
 
TN
 
—

 
2,370

 
1,313

 
—

 
3,683

 
(59
)
 
7/28/2014
 
1998
Bandana's Bar-B-Q Restaurant
 
Collinsville
 
IL
 
—

 
340

 
627

 
—

 
967

 
(88
)
 
6/27/2013
 
1995
Bandana's Bar-B-Q Restaurant
 
Arnold
 
MO
 
—

 
460

 
433

 
—

 
893

 
(61
)
 
6/27/2013
 
1995
Bandana's Bar-B-Q Restaurant
 
Fenton
 
MO
 
—

 
470

 
314

 
—

 
784

 
(44
)
 
8/30/2013
 
1986
Bank of America
 
Merced
 
CA
 
—

 
512

 
2,195

 
—

 
2,707

 
(252
)
 
1/8/2014
 
1980
Bank of America
 
Asheville
 
NC
 
—

 
383

 
195

 
—

 
578

 
(22
)
 
1/8/2014
 
1993
Bank of America
 
Charlotte
 
NC
 
—

 
62

 
642

 
—

 
704

 
(72
)
 
1/8/2014
 
1983
Bank of America
 
Grants Pass
 
OR
 
—

 
393

 
2,979

 
—

 
3,372

 
(334
)
 
1/8/2014
 
1963
Banner Life Insurance
 
Urbana
 
MD
 
19,600

 
2,733

 
31,483

 
—

 
34,216

 
(2,739
)
 
2/7/2014
 
2011
Baxter International
 
Bloomington
 
IN
 
—

 
1,310

 
8,216

 
350

 
9,876

 
(1,065
)
 
11/5/2013
 
1995
Beall's
 
Lakeland
 
FL
 
—

 
2,033

 
4,809

 
—

 
6,842

 
(370
)
 
7/16/2014
 
2006
Becton, Dickinson and Company
 
San Antonio
 
TX
 
9,700

 
1,666

 
19,092

 
—

 
20,758

 
(1,974
)
 
11/5/2013
 
2008
Bed Bath & Beyond
 
Stockton
 
CA
 
40,278

 
2,761

 
52,454

 
—

 
55,215

 
(10,799
)
 
8/17/2012
 
2003
Benihana
 
Anchorage
 
AK
 
—

 
1,391

 
1,877

 
—

 
3,268

 
(222
)
 
2/7/2014
 
1998
Benihana
 
Miami Beach
 
FL
 
—

 
3,775

 
433

 
—

 
4,208

 
(76
)
 
2/7/2014
 
1972
Benihana
 
Stuart
 
FL
 
—

 
1,661

 
1,917

 
—

 
3,578

 
(237
)
 
2/7/2014
 
1976
Benihana
 
Alpharetta
 
GA
 
—

 
1,151

 
1,485

 
—

 
2,636

 
(87
)
 
2/7/2014
 
2003
Benihana
 
Schaumburg
 
IL
 
—

 
2,319

 
1,396

 
—

 
3,715

 
(173
)
 
2/7/2014
 
1992
Benihana
 
Wheeling
 
IL
 
—

 
1,896

 
1,273

 
—

 
3,169

 
(99
)
 
2/7/2014
 
2001
Benihana
 
Farmington Hills
 
MI
 
—

 
2,025

 
2,049

 
—

 
4,074

 
(278
)
 
2/7/2014
 
2012
Benihana
 
Maple Grove
 
MN
 
—

 
1,319

 
2,604

 
—

 
3,923

 
(305
)
 
2/7/2014
 
2006
Benihana
 
Dallas
 
TX
 
—

 
2,988

 
1,275

 
—

 
4,263

 
(178
)
 
2/7/2014
 
1975

F-102


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Best Buy
 
Montgomery
 
AL
 
3,148

 
1,370

 
5,749

 
—

 
7,119

 
(609
)
 
2/7/2014
 
2003
Best Buy
 
Coral Springs
 
FL
 
—

 
2,715

 
4,843

 
—

 
7,558

 
(564
)
 
2/7/2014
 
1993
Best Buy
 
Bourbonnais
 
IL
 
—

 
1,724

 
5,156

 
—

 
6,880

 
(602
)
 
2/7/2014
 
1991
Best Buy
 
Indianapolis
 
IN
 
—

 
665

 
4,775

 
—

 
5,440

 
(488
)
 
2/7/2014
 
2009
Best Buy
 
Richmond
 
IN
 
—

 
549

 
4,429

 
—

 
4,978

 
(464
)
 
2/7/2014
 
2011
Best Buy
 
Marquette
 
MI
 
—

 
836

 
4,207

 
593

 
5,636

 
(479
)
 
2/7/2014
 
2010
Best Buy
 
Norton Shores
 
MI
 
—

 
1,568

 
4,099

 
—

 
5,667

 
(418
)
 
2/7/2014
 
2001
Best Buy
 
Southaven
 
MS
 
—

 
2,045

 
4,318

 
—

 
6,363

 
(476
)
 
2/7/2014
 
2007
Best Buy
 
Tupelo
 
MS
 
—

 
484

 
1,934

 
—

 
2,418

 
(198
)
 
5/19/2014
 
2005
Best Buy
 
Pineville
 
NC
 
—

 
1,818

 
7,970

 
—

 
9,788

 
(816
)
 
2/7/2014
 
1994
Best Buy
 
Kenosha
 
WI
 
—

 
1,925

 
5,503

 
—

 
7,428

 
(562
)
 
2/7/2014
 
2008
BHC Marketing
 
The Woodlands
 
TX
 
—

 
4,724

 
40,332

 
1

 
45,057

 
(4,092
)
 
11/5/2013
 
2009
Big Lots
 
Chester
 
VA
 
—

 
335

 
3,373

 
169

 
3,877

 
(387
)
 
2/24/2014
 
2013
Big O Tires
 
Phoenix
 
AZ
 
782

 
206

 
1,367

 
—

 
1,573

 
(128
)
 
2/7/2014
 
2010
Big O Tires
 
Los Lunas
 
NM
 
—

 
316

 
1,265

 
—

 
1,581

 
(260
)
 
6/1/2012
 
2006
Bi-Lo's Grocery
 
Greenwood
 
SC
 
—

 
533

 
4,212

 
—

 
4,745

 
(435
)
 
2/7/2014
 
1999
Bi-Lo's Grocery
 
Mt Pleasant
 
SC
 
—

 
4,093

 
8,594

 
—

 
12,687

 
(893
)
 
2/7/2014
 
2003
BJ's Wholesale Club
 
Boynton Beach
 
FL
 
—

 
5,569

 
10,931

 
—

 
16,500

 
(1,074
)
 
2/7/2014
 
2001
BJ's Wholesale Club
 
Jacksonville
 
FL
 
—

 
5,929

 
16,348

 
—

 
22,277

 
(1,405
)
 
2/7/2014
 
2003
BJ's Wholesale Club
 
Pembroke Pines
 
FL
 
8,446

 
5,104

 
7,661

 
—

 
12,765

 
(781
)
 
2/7/2014
 
1997
BJ's Wholesale Club
 
Greenfield
 
MA
 
8,416

 
2,168

 
14,002

 
—

 
16,170

 
(1,153
)
 
2/7/2014
 
1997
BJ's Wholesale Club
 
Leominster
 
MA
 
—

 
3,585

 
21,344

 
—

 
24,929

 
(1,747
)
 
2/7/2014
 
1993
BJ's Wholesale Club
 
Uxbridge
 
MA
 
12,645

 
5,538

 
36,445

 
—

 
41,983

 
(2,751
)
 
2/7/2014
 
2006
BJ's Wholesale Club
 
California
 
MD
 
—

 
6,882

 
10,196

 
—

 
17,078

 
(981
)
 
2/7/2014
 
2003
BJ's Wholesale Club
 
Westminster
 
MD
 
13,978

 
6,516

 
13,860

 
—

 
20,376

 
(1,318
)
 
2/7/2014
 
2001
BJ's Wholesale Club
 
Auburn
 
ME
 
—

 
2,674

 
16,510

 
—

 
19,184

 
(1,310
)
 
2/7/2014
 
1995
BJ's Wholesale Club
 
Portsmouth
 
NH
 
—

 
4,216

 
25,454

 
—

 
29,670

 
(2,014
)
 
2/7/2014
 
1993
BJ's Wholesale Club
 
Deptford
 
NJ
 
11,004

 
6,558

 
12,490

 
—

 
19,048

 
(1,065
)
 
2/7/2014
 
1995
BJ's Wholesale Club
 
North Canton
 
OH
 
6,787

 
456

 
8,668

 
462

 
9,586

 
(1,751
)
 
2/20/2013
 
1998
BJ's Wholesale Club
 
Lancaster
 
PA
 
13,621

 
3,400

 
16,782

 
—

 
20,182

 
(1,540
)
 
2/7/2014
 
1996
Black Angus
 
Dublin
 
CA
 
—

 
620

 
2,467

 
—

 
3,087

 
(348
)
 
6/27/2013
 
1995
Black Bear DIner
 
Colorado Springs
 
CO
 
—

 
480

 
809

 
—

 
1,289

 
(114
)
 
6/27/2013
 
1995

F-103


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Black Meg 43
 
Copperas Cove
 
TX
 
—

 
151

 
151

 
—

 
302

 
(21
)
 
6/27/2013
 
1979
Blue Goose Cantina Mexican
 
Grapevine
 
TX
 
—

 
572

 
868

 
—

 
1,440

 
(127
)
 
6/27/2013
 
1999
Bob's Stores
 
Randolph
 
MA
 
—

 
2,840

 
6,826

 
—

 
9,666

 
(870
)
 
11/5/2013
 
1965
Bojangles
 
Winder
 
GA
 
—

 
645

 
1,198

 
—

 
1,843

 
(292
)
 
7/30/2012
 
2011
Bojangles
 
Biscoe
 
NC
 
—

 
247

 
986

 
—

 
1,233

 
(217
)
 
11/29/2012
 
2010
Bojangles
 
Boone
 
NC
 
—

 
278

 
833

 
—

 
1,111

 
(203
)
 
7/27/2012
 
1980
Bojangles
 
Denver
 
NC
 
—

 
1,013

 
1,881

 
—

 
2,894

 
(244
)
 
7/31/2013
 
1997
Bojangles
 
Dobson
 
NC
 
—

 
251

 
1,004

 
—

 
1,255

 
(245
)
 
7/30/2012
 
2010
Bojangles
 
Hickory
 
NC
 
—

 
749

 
1,789

 
—

 
2,538

 
(252
)
 
6/27/2013
 
1973
Bojangles
 
Indian Trail
 
NC
 
—

 
655

 
1,217

 
—

 
1,872

 
(296
)
 
7/27/2012
 
2011
Bojangles
 
Morganton
 
NC
 
—

 
566

 
1,321

 
—

 
1,887

 
(322
)
 
7/27/2012
 
2010
Bojangles
 
Roanoke Rapids
 
NC
 
—

 
442

 
1,032

 
—

 
1,474

 
(251
)
 
7/27/2012
 
2011
Bojangles
 
Southport
 
NC
 
—

 
505

 
1,179

 
—

 
1,684

 
(287
)
 
7/30/2012
 
2011
Bojangles
 
Statesville
 
NC
 
—

 
646

 
1,937

 
—

 
2,583

 
(251
)
 
7/31/2013
 
1988
Bojangles
 
Taylorsville
 
NC
 
—

 
436

 
1,108

 
—

 
1,544

 
(156
)
 
6/27/2013
 
1987
Bojangles
 
Troutman
 
NC
 
—

 
718

 
1,077

 
—

 
1,795

 
(167
)
 
10/10/2013
 
2012
Bojangles
 
Chapin
 
SC
 
—

 
577

 
1,071

 
—

 
1,648

 
(255
)
 
8/9/2012
 
2009
Bojangles
 
Clinton
 
SC
 
—

 
397

 
926

 
—

 
1,323

 
(226
)
 
7/27/2012
 
2009
Bojangles
 
Fountain Inn
 
SC
 
—

 
287

 
1,150

 
—

 
1,437

 
(179
)
 
10/10/2013
 
2012
Bojangles
 
Greenwood
 
SC
 
—

 
440

 
1,320

 
—

 
1,760

 
(267
)
 
2/28/2013
 
1995
Bojangles
 
Moncks Corner
 
SC
 
—

 
505

 
1,179

 
—

 
1,684

 
(260
)
 
11/29/2012
 
2010
Bojangles
 
Walterboro
 
SC
 
—

 
454

 
1,363

 
—

 
1,817

 
(300
)
 
11/29/2012
 
2010
Bonefish Grill
 
Lakeland
 
FL
 
—

 
750

 
1,897

 
—

 
2,647

 
(216
)
 
2/7/2014
 
2003
Bonefish Grill
 
Independence
 
OH
 
—

 
895

 
2,252

 
—

 
3,147

 
(266
)
 
2/7/2014
 
2006
Bonefish Grill
 
Gainesville
 
VA
 
—

 
751

 
1,325

 
—

 
2,076

 
(225
)
 
2/7/2014
 
2004
Boston Market
 
Indianapolis
 
IN
 
—

 
930

 
—

 
350

 
1,280

 
(11
)
 
6/27/2013
 
1995
Boston Market
 
Indianapolis
 
IN
 
—

 
410

 
1,070

 
—

 
1,480

 
(146
)
 
6/27/2013
 
1995
Boston Market
 
Fayetteville
 
NC
 
—

 
460

 
1,520

 
—

 
1,980

 
(207
)
 
6/27/2013
 
1995
Boston Market
 
Raleigh
 
NC
 
—

 
280

 
1,015

 
—

 
1,295

 
(138
)
 
6/27/2013
 
1995
Brangus Steakhouse
 
Jasper
 
AL
 
—

 
140

 
219

 
—

 
359

 
(31
)
 
6/27/2013
 
1995
Bridgestone Tire
 
Kansas City
 
MO
 
—

 
651

 
1,954

 
—

 
2,605

 
(298
)
 
5/31/2013
 
2008
BRK Brands
 
Aurora
 
IL
 
3,628

 
1,057

 
4,448

 
—

 
5,505

 
(568
)
 
2/21/2014
 
1995

F-104


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Bruegger's Bagels
 
Iowa City
 
IA
 
—

 
40

 
379

 
(9
)
 
410

 
(52
)
 
6/27/2013
 
1995
Bruegger's Bagels
 
Durham
 
NC
 
—

 
312

 
728

 
—

 
1,040

 
(94
)
 
7/31/2013
 
1926
Bruegger's Bagels
 
Raleigh
 
NC
 
—

 
230

 
654

 
—

 
884

 
(89
)
 
6/27/2013
 
1995
Buca di Beppo Italian
 
Wheeling
 
IL
 
—

 
450

 
1,272

 
—

 
1,722

 
(179
)
 
6/27/2013
 
1995
Buca di Beppo Italian
 
Westlake
 
OH
 
—

 
370

 
887

 
—

 
1,257

 
(125
)
 
6/27/2013
 
1995
Bucho's Mexican Food
 
Bolingbrook
 
IL
 
—

 
470

 
137

 
—

 
607

 
(20
)
 
6/27/2013
 
1992
Buffalo Wild Wings
 
Langhorne
 
PA
 
—

 
815

 
815

 
—

 
1,630

 
(119
)
 
7/31/2013
 
1999
Bunge North America
 
Fort Worth
 
TX
 
6,262

 
1,100

 
8,433

 
—

 
9,533

 
(968
)
 
11/5/2013
 
2005
Burger King
 
Anchorage
 
AK
 
—

 
427

 
489

 
—

 
916

 
(69
)
 
6/27/2013
 
1982
Burger King
 
Andalusia
 
AL
 
—

 
181

 
1,025

 
—

 
1,206

 
(133
)
 
7/31/2013
 
2000
Burger King
 
Atmore
 
AL
 
—

 
181

 
723

 
—

 
904

 
(94
)
 
7/31/2013
 
2000
Burger King
 
Brewton
 
AL
 
—

 
307

 
920

 
—

 
1,227

 
(119
)
 
7/31/2013
 
1993
Burger King
 
Dothan
 
AL
 
—

 
628

 
1,167

 
—

 
1,795

 
(151
)
 
7/31/2013
 
1983
Burger King
 
Dothan
 
AL
 
—

 
594

 
1,104

 
—

 
1,698

 
(143
)
 
7/31/2013
 
1999
Burger King
 
Enterprise
 
AL
 
—

 
437

 
655

 
—

 
1,092

 
(85
)
 
7/31/2013
 
1985
Burger King
 
Evergreen
 
AL
 
—

 
172

 
689

 
—

 
861

 
(89
)
 
7/31/2013
 
1997
Burger King
 
Monroeville
 
AL
 
—

 
325

 
604

 
—

 
929

 
(78
)
 
7/31/2013
 
1997
Burger King
 
Opp
 
AL
 
—

 
214

 
857

 
—

 
1,071

 
(111
)
 
7/31/2013
 
1994
Burger King
 
Troy
 
AL
 
—

 
461

 
1,383

 
—

 
1,844

 
(179
)
 
7/31/2013
 
1984
Burger King
 
Sierra Vista
 
AZ
 
—

 
260

 
1,041

 
—

 
1,301

 
(135
)
 
7/31/2013
 
1994
Burger King
 
Tucson
 
AZ
 
—

 
300

 
1,307

 
—

 
1,607

 
(178
)
 
6/27/2013
 
1995
Burger King
 
Denver
 
CO
 
—

 
872

 
1,242

 
—

 
2,114

 
(175
)
 
6/27/2013
 
1994
Burger King
 
Clearwater
 
FL
 
—

 
981

 
591

 
—

 
1,572

 
(83
)
 
6/27/2013
 
1980
Burger King
 
Defuniak Springs
 
FL
 
—

 
362

 
1,087

 
—

 
1,449

 
(141
)
 
7/31/2013
 
1989
Burger King
 
Largo
 
FL
 
—

 
683

 
412

 
—

 
1,095

 
(58
)
 
6/27/2013
 
1984
Burger King
 
Niceville
 
FL
 
—

 
598

 
399

 
—

 
997

 
(52
)
 
7/31/2013
 
1994
Burger King
 
Panama City
 
FL
 
—

 
319

 
956

 
—

 
1,275

 
(124
)
 
7/31/2013
 
1998
Burger King
 
Springfield
 
FL
 
—

 
324

 
971

 
—

 
1,295

 
(126
)
 
7/31/2013
 
1995
Burger King
 
Tallahassee
 
FL
 
—

 
720

 
720

 
—

 
1,440

 
(93
)
 
7/31/2013
 
1998
Burger King
 
Tallahassee
 
FL
 
—

 
843

 
454

 
—

 
1,297

 
(59
)
 
7/31/2013
 
1980
Burger King
 
Alpharetta
 
GA
 
—

 
635

 
865

 
—

 
1,500

 
(122
)
 
6/27/2013
 
1998
Burger King
 
Alpharetta
 
GA
 
—

 
1,128

 
977

 
—

 
2,105

 
(138
)
 
6/27/2013
 
1993

F-105


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Burger King
 
Alpharetta
 
GA
 
—

 
795

 
943

 
—

 
1,738

 
(133
)
 
6/27/2013
 
1997
Burger King
 
Alpharetta
 
GA
 
—

 
501

 
1,219

 
—

 
1,720

 
(172
)
 
6/27/2013
 
2001
Burger King
 
Atlanta
 
GA
 
—

 
380

 
499

 
—

 
879

 
(68
)
 
6/27/2013
 
1995
Burger King
 
Augusta
 
GA
 
—

 
693

 
2,080

 
—

 
2,773

 
(270
)
 
7/31/2013
 
1986
Burger King
 
Bainbridge
 
GA
 
—

 
347

 
1,042

 
—

 
1,389

 
(135
)
 
7/31/2013
 
1998
Burger King
 
Cairo
 
GA
 
—

 
245

 
981

 
—

 
1,226

 
(127
)
 
7/31/2013
 
1997
Burger King
 
Fort Oglethorpe
 
GA
 
—

 
170

 
2,175

 
—

 
2,345

 
(296
)
 
6/27/2013
 
1995
Burger King
 
Marietta
 
GA
 
—

 
350

 
916

 
(551
)
 
715

 
(16
)
 
6/27/2013
 
1995
Burger King
 
Martinez
 
GA
 
—

 
909

 
1,350

 
—

 
2,259

 
(190
)
 
6/27/2013
 
1998
Burger King
 
Roswell
 
GA
 
—

 
495

 
1,156

 
—

 
1,651

 
(150
)
 
7/31/2013
 
1998
Burger King
 
Thomson
 
GA
 
—

 
748

 
876

 
—

 
1,624

 
(123
)
 
6/27/2013
 
1988
Burger King
 
Valdosta
 
GA
 
—

 
564

 
376

 
—

 
940

 
(49
)
 
7/31/2013
 
1987
Burger King
 
Des Moines
 
IA
 
—

 
1,160

 
949

 
—

 
2,109

 
(123
)
 
7/31/2013
 
1987
Burger King
 
Perry
 
IA
 
—

 
557

 
680

 
—

 
1,237

 
(88
)
 
7/31/2013
 
1997
Burger King
 
Red Oak
 
IA
 
—

 
334

 
1,002

 
—

 
1,336

 
(130
)
 
7/31/2013
 
1988
Burger King
 
Shenandoah
 
IA
 
—

 
313

 
582

 
—

 
895

 
(75
)
 
7/31/2013
 
1988
Burger King
 
Stuart
 
IA
 
—

 
607

 
911

 
—

 
1,518

 
(118
)
 
7/31/2013
 
1997
Burger King
 
Harvey
 
IL
 
—

 
403

 
507

 
(760
)
 
150

 
(2
)
 
6/27/2013
 
1995
Burger King
 
Maywood
 
IL
 
—

 
860

 
1,051

 
(357
)
 
1,554

 
(24
)
 
7/31/2013
 
2003
Burger King
 
Springfield
 
IL
 
—

 
354

 
677

 
—

 
1,031

 
(95
)
 
6/27/2013
 
1995
Burger King
 
Gary
 
IN
 
—

 
544

 
606

 
—

 
1,150

 
(85
)
 
6/27/2013
 
1987
Burger King
 
Madisonville
 
KY
 
—

 
550

 
1,067

 
(560
)
 
1,057

 
(21
)
 
6/27/2013
 
1995
Burger King
 
Cut Off
 
LA
 
—

 
726

 
1,088

 
—

 
1,814

 
(141
)
 
7/31/2013
 
1990
Burger King
 
Gonzales
 
LA
 
—

 
380

 
465

 
—

 
845

 
(60
)
 
7/31/2013
 
1990
Burger King
 
Lake Charles
 
LA
 
—

 
456

 
456

 
—

 
912

 
(59
)
 
7/31/2013
 
1980
Burger King
 
Lake Charles
 
LA
 
—

 
610

 
746

 
—

 
1,356

 
(97
)
 
7/31/2013
 
1990
Burger King
 
Metairie
 
LA
 
—

 
728

 
392

 
—

 
1,120

 
(51
)
 
7/31/2013
 
1990
Burger King
 
Opelousas
 
LA
 
—

 
964

 
964

 
—

 
1,928

 
(125
)
 
7/31/2013
 
1978
Burger King
 
Raceland
 
LA
 
—

 
356

 
533

 
—

 
889

 
(69
)
 
7/31/2013
 
2000
Burger King
 
Amesbury
 
MA
 
—

 
835

 
1,217

 
—

 
2,052

 
(171
)
 
6/27/2013
 
1977
Burger King
 
Springfield
 
MA
 
—

 
983

 
516

 
—

 
1,499

 
(73
)
 
6/27/2013
 
1974
Burger King
 
Caribou
 
ME
 
—

 
770

 
440

 
—

 
1,210

 
(60
)
 
6/27/2013
 
1995

F-106


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Burger King
 
Belding
 
MI
 
—

 
221

 
411

 
—

 
632

 
(53
)
 
7/31/2013
 
1994
Burger King
 
Detroit
 
MI
 
—

 
614

 
331

 
—

 
945

 
(43
)
 
7/31/2013
 
1988
Burger King
 
Grand Rapids
 
MI
 
—

 
490

 
545

 
—

 
1,035

 
(74
)
 
6/27/2013
 
1995
Burger King
 
Grand Rapids
 
MI
 
—

 
260

 
780

 
—

 
1,040

 
(106
)
 
6/27/2013
 
1995
Burger King
 
Grand Rapids
 
MI
 
—

 
346

 
807

 
—

 
1,153

 
(105
)
 
7/31/2013
 
1985
Burger King
 
Holland
 
MI
 
—

 
420

 
707

 
—

 
1,127

 
(96
)
 
6/27/2013
 
1995
Burger King
 
Hudsonville
 
MI
 
—

 
451

 
676

 
—

 
1,127

 
(88
)
 
7/31/2013
 
1988
Burger King
 
Kingsford
 
MI
 
—

 
53

 
1,015

 
—

 
1,068

 
(132
)
 
7/31/2013
 
1983
Burger King
 
L'Anse
 
MI
 
—

 
32

 
616

 
—

 
648

 
(80
)
 
7/31/2013
 
1999
Burger King
 
Menominee
 
MI
 
—

 
494

 
604

 
(107
)
 
991

 
(15
)
 
7/31/2013
 
1986
Burger King
 
Sparta
 
MI
 
—

 
640

 
570

 
—

 
1,210

 
(78
)
 
6/27/2013
 
1995
Burger King
 
Spring Lake
 
MI
 
—

 
341

 
512

 
—

 
853

 
(66
)
 
7/31/2013
 
1994
Burger King
 
Walker
 
MI
 
—

 
305

 
711

 
—

 
1,016

 
(92
)
 
7/31/2013
 
1973
Burger King
 
Walled Lake
 
MI
 
—

 
470

 
433

 
—

 
903

 
(59
)
 
6/27/2013
 
1995
Burger King
 
Warren
 
MI
 
—

 
248

 
745

 
—

 
993

 
(97
)
 
7/31/2013
 
1987
Burger King
 
Hastings
 
MN
 
—

 
328

 
608

 
—

 
936

 
(79
)
 
7/31/2013
 
1990
Burger King
 
Kansas City
 
MO
 
—

 
444

 
1,036

 
—

 
1,480

 
(134
)
 
7/31/2013
 
1984
Burger King
 
Brandon
 
MS
 
—

 
649

 
1,513

 
—

 
2,162

 
(213
)
 
6/27/2013
 
1981
Burger King
 
Clarksdale
 
MS
 
—

 
865

 
865

 
—

 
1,730

 
(112
)
 
7/31/2013
 
1988
Burger King
 
Cleveland
 
MS
 
—

 
688

 
1,606

 
—

 
2,294

 
(208
)
 
7/31/2013
 
1985
Burger King
 
Greenville
 
MS
 
—

 
573

 
1,337

 
—

 
1,910

 
(173
)
 
7/31/2013
 
2004
Burger King
 
Greenville
 
MS
 
—

 
351

 
820

 
—

 
1,171

 
(106
)
 
7/31/2013
 
1993
Burger King
 
Greenwood
 
MS
 
—

 
692

 
1,038

 
—

 
1,730

 
(135
)
 
7/31/2013
 
1988
Burger King
 
Grenada
 
MS
 
—

 
536

 
805

 
—

 
1,341

 
(104
)
 
7/31/2013
 
1989
Burger King
 
Philadelphia
 
MS
 
—

 
402

 
939

 
—

 
1,341

 
(122
)
 
7/31/2013
 
1993
Burger King
 
Yazoo City
 
MS
 
—

 
489

 
909

 
—

 
1,398

 
(118
)
 
7/31/2013
 
1993
Burger King
 
Apex
 
NC
 
—

 
366

 
324

 
(118
)
 
572

 
(8
)
 
6/27/2013
 
1992
Burger King
 
Asheville
 
NC
 
—

 
728

 
595

 
—

 
1,323

 
(77
)
 
7/31/2013
 
1982
Burger King
 
Chadbourn
 
NC
 
—

 
353

 
797

 
—

 
1,150

 
(112
)
 
6/27/2013
 
1999
Burger King
 
Charlotte
 
NC
 
—

 
1,105

 
1,372

 
(1,118
)
 
1,359

 
(22
)
 
6/27/2013
 
1997
Burger King
 
Claremont
 
NC
 
—

 
646

 
646

 
—

 
1,292

 
(91
)
 
6/27/2013
 
2000
Burger King
 
Clinton
 
NC
 
—

 
494

 
801

 
—

 
1,295

 
(113
)
 
6/27/2013
 
1999

F-107


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Burger King
 
Dunn
 
NC
 
—

 
328

 
268

 
(118
)
 
478

 
(6
)
 
7/31/2013
 
1989
Burger King
 
Durham
 
NC
 
—

 
170

 
352

 
—

 
522

 
(48
)
 
6/27/2013
 
1995
Burger King
 
Rockingham
 
NC
 
—

 
430

 
1,171

 
(1,013
)
 
588

 
—

 
6/27/2013
 
1995
Burger King
 
Wilmington
 
NC
 
—

 
573

 
870

 
—

 
1,443

 
(123
)
 
6/27/2013
 
1999
Burger King
 
Blair
 
NE
 
—

 
272

 
1,087

 
—

 
1,359

 
(141
)
 
7/31/2013
 
1987
Burger King
 
Wahoo
 
NE
 
—

 
196

 
1,109

 
—

 
1,305

 
(144
)
 
7/31/2013
 
1990
Burger King
 
Dover
 
NH
 
—

 
1,159

 
952

 
—

 
2,111

 
(134
)
 
6/27/2013
 
1970
Burger King
 
Nashua
 
NH
 
—

 
655

 
655

 
—

 
1,310

 
(85
)
 
7/31/2013
 
2008
Burger King
 
Edison
 
NJ
 
—

 
480

 
1,075

 
—

 
1,555

 
(146
)
 
6/27/2013
 
1995
Burger King
 
Manahawkin
 
NJ
 
—

 
310

 
748

 
(313
)
 
745

 
(16
)
 
6/27/2013
 
1995
Burger King
 
Elko
 
NV
 
—

 
260

 
1,001

 
—

 
1,261

 
(136
)
 
6/27/2013
 
1995
Burger King
 
Albany
 
NY
 
—

 
330

 
850

 
—

 
1,180

 
(116
)
 
6/27/2013
 
1995
Burger King
 
Central Square
 
NY
 
—

 
500

 
1,189

 
—

 
1,689

 
(162
)
 
6/27/2013
 
1995
Burger King
 
Cohoes
 
NY
 
—

 
270

 
563

 
—

 
833

 
(77
)
 
6/27/2013
 
1995
Burger King
 
East Greenbush
 
NY
 
—

 
404

 
269

 
—

 
673

 
(38
)
 
6/27/2013
 
1980
Burger King
 
Hamburg
 
NY
 
—

 
403

 
383

 
—

 
786

 
(54
)
 
6/27/2013
 
1974
Burger King
 
Irondequoit
 
NY
 
—

 
988

 
659

 
—

 
1,647

 
(85
)
 
7/31/2013
 
1980
Burger King
 
Montgomery
 
NY
 
—

 
480

 
1,042

 
—

 
1,522

 
(142
)
 
6/27/2013
 
1995
Burger King
 
Schenectady
 
NY
 
—

 
380

 
936

 
—

 
1,316

 
(128
)
 
6/27/2013
 
1995
Burger King
 
Syracuse
 
NY
 
—

 
606

 
606

 
—

 
1,212

 
(79
)
 
7/31/2013
 
1986
Burger King
 
Cincinnati
 
OH
 
—

 
353

 
824

 
—

 
1,177

 
(107
)
 
7/31/2013
 
1969
Burger King
 
Dayton
 
OH
 
—

 
569

 
466

 
—

 
1,035

 
(60
)
 
7/31/2013
 
1990
Burger King
 
Mansfield
 
OH
 
—

 
191

 
766

 
—

 
957

 
(99
)
 
7/31/2013
 
1985
Burger King
 
New Philadelphia
 
OH
 
—

 
419

 
779

 
—

 
1,198

 
(101
)
 
7/31/2013
 
1986
Burger King
 
Willoughby
 
OH
 
—

 
410

 
1,005

 
—

 
1,415

 
(137
)
 
6/27/2013
 
1995
Burger King
 
Ardmore
 
OK
 
—

 
270

 
1,023

 
—

 
1,293

 
(139
)
 
6/27/2013
 
1995
Burger King
 
Roseburg
 
OR
 
—

 
350

 
886

 
—

 
1,236

 
(121
)
 
6/27/2013
 
1995
Burger King
 
Harrisburg
 
PA
 
—

 
619

 
412

 
—

 
1,031

 
(53
)
 
7/31/2013
 
1985
Burger King
 
Old Forge
 
PA
 
—

 
390

 
905

 
—

 
1,295

 
(123
)
 
6/27/2013
 
1995
Burger King
 
Gaffney
 
SC
 
—

 
370

 
880

 
—

 
1,250

 
(120
)
 
6/27/2013
 
1995
Burger King
 
Greenville
 
SC
 
—

 
420

 
571

 
—

 
991

 
(78
)
 
6/27/2013
 
1995
Burger King
 
North Augusta
 
SC
 
—

 
256

 
1,451

 
—

 
1,707

 
(188
)
 
7/31/2013
 
1985

F-108


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Burger King
 
North Augusta
 
SC
 
—

 
450

 
1,050

 
—

 
1,500

 
(136
)
 
7/31/2013
 
1985
Burger King
 
Chattanooga
 
TN
 
—

 
740

 
1,591

 
—

 
2,331

 
(217
)
 
6/27/2013
 
1995
Burger King
 
Chattanooga
 
TN
 
—

 
637

 
955

 
(708
)
 
884

 
(15
)
 
7/31/2013
 
1985
Burger King
 
Gallatin
 
TN
 
—

 
199

 
463

 
—

 
662

 
(60
)
 
7/31/2013
 
1984
Burger King
 
Austin
 
TX
 
—

 
666

 
999

 
(517
)
 
1,148

 
(20
)
 
6/27/2013
 
1998
Burger King
 
Cleburne
 
TX
 
—

 
300

 
603

 
(184
)
 
719

 
(14
)
 
6/27/2013
 
1995
Burger King
 
Laredo
 
TX
 
—

 
684

 
1,026

 
—

 
1,710

 
(133
)
 
7/31/2013
 
2002
Burger King
 
Texas City
 
TX
 
—

 
421

 
782

 
—

 
1,203

 
(101
)
 
7/31/2013
 
1984
Burger King
 
Spanaway
 
WA
 
—

 
509

 
1,628

 
—

 
2,137

 
(229
)
 
6/27/2013
 
1997
Burger King
 
Germantown
 
WI
 
—

 
644

 
1,300

 
—

 
1,944

 
(183
)
 
6/27/2013
 
1986
Burger King
 
Marshfield
 
WI
 
—

 
232

 
885

 
—

 
1,117

 
(125
)
 
6/27/2013
 
1986
Burger King
 
Rhinelander
 
WI
 
—

 
260

 
606

 
—

 
866

 
(79
)
 
7/31/2013
 
1986
Burger King
 
Weston
 
WI
 
—

 
329

 
718

 
—

 
1,047

 
(101
)
 
6/27/2013
 
1987
Burger King
 
Bluefield
 
WV
 
—

 
210

 
1,163

 
—

 
1,373

 
(158
)
 
6/27/2013
 
1995
Burnie Bistro's
 
Clearwater
 
FL
 
—

 
25

 
14

 
—

 
39

 
(2
)
 
7/31/2013
 
1987
Cactus Wellhead
 
Williston
 
ND
 
—

 
72

 
3,735

 
—

 
3,807

 
(233
)
 
7/24/2014
 
2011
Cactus Wellhead
 
Dubois
 
PA
 
—

 
129

 
2,542

 
—

 
2,671

 
(174
)
 
6/12/2014
 
2012
Cactus Wellhead
 
Center
 
TX
 
—

 
115

 
1,886

 
—

 
2,001

 
(129
)
 
6/12/2014
 
2011
Cactus Wellhead
 
Pleasanton
 
TX
 
—

 
144

 
2,908

 
—

 
3,052

 
(201
)
 
6/12/2014
 
2011
Cadbury Holdings
 
Whippany
 
NJ
 
—

 
2,767

 
38,018

 
—

 
40,785

 
(3,880
)
 
11/5/2013
 
2004
California Pizza Kitchen
 
Paradise Valley
 
AZ
 
—

 
2,285

 
1,480

 
—

 
3,765

 
(185
)
 
2/7/2014
 
1994
California Pizza Kitchen
 
Alpharetta
 
GA
 
—

 
1,279

 
3,249

 
—

 
4,528

 
(364
)
 
2/7/2014
 
1994
California Pizza Kitchen
 
Atlanta
 
GA
 
—

 
2,307

 
1,857

 
—

 
4,164

 
(226
)
 
2/7/2014
 
1993
California Pizza Kitchen
 
Schaumburg
 
IL
 
—

 
1,180

 
3,179

 
—

 
4,359

 
(357
)
 
2/7/2014
 
1995
California Pizza Kitchen
 
Grapevine
 
TX
 
—

 
1,544

 
2,250

 
—

 
3,794

 
(258
)
 
2/7/2014
 
1994
Canon Solutions America, Inc.
 
Itasca
 
IL
 
10,061

 
3,102

 
10,922

 
598

 
14,622

 
(697
)
 
2/21/2014
 
1974
Captain D's
 
Statesboro
 
GA
 
—

 
350

 
401

 
—

 
751

 
(55
)
 
6/27/2013
 
1995
Captain D's
 
Florence
 
KY
 
—

 
248

 
325

 
—

 
573

 
(46
)
 
6/27/2013
 
1981
Captain D's
 
Southaven
 
MS
 
—

 
270

 
564

 
—

 
834

 
(77
)
 
6/27/2013
 
1995
Captain D's
 
Memphis
 
TN
 
—

 
230

 
338

 
—

 
568

 
(46
)
 
6/27/2013
 
1995
Captain D's
 
Dallas
 
TX
 
—

 
160

 
535

 
(313
)
 
382

 
(9
)
 
6/27/2013
 
1995
Captain D's
 
Duncanville
 
TX
 
—

 
295

 
246

 
—

 
541

 
(35
)
 
6/27/2013
 
1982

F-109


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Captain D's
 
Grand Prairie
 
TX
 
—

 
260

 
338

 
(231
)
 
367

 
(6
)
 
6/27/2013
 
1995
Cargill
 
Blair
 
NE
 
2,501

 
627

 
4,989

 
—

 
5,616

 
(415
)
 
2/7/2014
 
2009
Carlos O’Kelley’s Mexican Café
 
Mason City
 
IA
 
—

 
290

 
1,255

 
(192
)
 
1,353

 
(35
)
 
6/27/2013
 
1995
Carl's Jr.
 
Purcell
 
OK
 
—

 
77

 
513

 
—

 
590

 
(72
)
 
6/27/2013
 
1980
CarMax
 
Henderson
 
NV
 
—

 
8,542

 
10,396

 
—

 
18,938

 
(1,091
)
 
2/7/2014
 
2002
CarMax
 
Austin
 
TX
 
9,900

 
5,461

 
16,940

 
—

 
22,401

 
(1,599
)
 
2/7/2014
 
2004
Carmike Cinemas
 
Athens
 
GA
 
5,402

 
3,056

 
6,638

 
—

 
9,694

 
(676
)
 
2/21/2014
 
1999
Carrabba's
 
Scottsdale
 
AZ
 
—

 
1,350

 
1,847

 
—

 
3,197

 
(153
)
 
2/7/2014
 
2000
Carrabba's
 
Louisville
 
CO
 
—

 
1,083

 
1,400

 
—

 
2,483

 
(157
)
 
2/7/2014
 
2000
Carrabba's
 
Tampa
 
FL
 
—

 
1,650

 
2,085

 
—

 
3,735

 
(243
)
 
2/7/2014
 
1994
Carrabba's
 
Duluth
 
GA
 
—

 
836

 
2,881

 
—

 
3,717

 
(327
)
 
2/7/2014
 
2004
Carrabba's
 
Bowie
 
MD
 
—

 
1,429

 
1,036

 
—

 
2,465

 
(217
)
 
2/7/2014
 
2003
Carrabba's
 
Brooklyn
 
OH
 
—

 
1,187

 
2,212

 
—

 
3,399

 
(238
)
 
2/7/2014
 
2002
Carrabba's
 
Washington Twnshp
 
OH
 
—

 
906

 
1,859

 
—

 
2,765

 
(219
)
 
2/7/2014
 
2001
Carrabba's
 
Columbia
 
SC
 
—

 
1,159

 
2,164

 
—

 
3,323

 
(241
)
 
2/7/2014
 
2000
Carrabba's
 
Johnson City
 
TN
 
—

 
771

 
2,536

 
—

 
3,307

 
(306
)
 
2/7/2014
 
2003
Casa Del Rio
 
Wadsworth
 
OH
 
—

 
130

 
389

 
—

 
519

 
(57
)
 
7/31/2013
 
1971
Cashland
 
Celina
 
OH
 
—

 
108

 
132

 
—

 
240

 
(19
)
 
7/31/2013
 
1995
Castle Dental
 
Murfreesboro
 
TN
 
—

 
256

 
256

 
—

 
512

 
(37
)
 
7/31/2013
 
1996
Cequent Trailer Products
 
Mosinee
 
WI
 
4,334

 
1,799

 
4,635

 
—

 
6,434

 
(435
)
 
2/21/2014
 
1992
Chappala Mexican Restaurant
 
Nampa
 
ID
 
—

 
473

 
692

 
(433
)
 
732

 
(13
)
 
6/27/2013
 
1998
Charleston's
 
Carmel
 
IN
 
—

 
140

 
3,016

 
—

 
3,156

 
(425
)
 
6/27/2013
 
1995
Check City
 
Taylorsville
 
UT
 
—

 
180

 
953

 
(329
)
 
804

 
(22
)
 
6/27/2013
 
1995
Checkers
 
Huntsville
 
AL
 
—

 
689

 
—

 
—

 
689

 
—

 
6/27/2013
 
1995
Checkers
 
Hollywood
 
FL
 
—

 
160

 
2,220

 
—

 
2,380

 
(313
)
 
6/27/2013
 
1995
Checkers
 
Jacksonville
 
FL
 
—

 
731

 
1,096

 
—

 
1,827

 
(142
)
 
7/31/2013
 
1993
Checkers
 
Lauderhill
 
FL
 
—

 
280

 
1,951

 
—

 
2,231

 
(275
)
 
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

 
(206
)
 
6/27/2013
 
1995
Checkers
 
Tampa
 
FL
 
—

 
736

 
—

 
—

 
736

 
—

 
6/27/2013
 
1995
Checkers
 
Fayetteville
 
GA
 
—

 
681

 
—

 
—

 
681

 
—

 
6/27/2013
 
1995

F-110


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Chedder's Casual Cafe
 
Brandon
 
FL
 
—

 
860

 
3,071

 
—

 
3,931

 
(448
)
 
6/27/2013
 
2003
Chedder's Casual Cafe
 
Bolingbrook
 
IL
 
—

 
1,344

 
1,760

 
—

 
3,104

 
(256
)
 
6/27/2013
 
1997
Chedder's Casual Cafe
 
Lubbock
 
TX
 
—

 
1,053

 
2,345

 
—

 
3,398

 
(342
)
 
6/27/2013
 
1997
Chevy's
 
Miami
 
FL
 
—

 
1,455

 
783

 
—

 
2,238

 
(115
)
 
7/31/2013
 
1995
Chevy's
 
Greenbelt
 
MD
 
—

 
530

 
2,399

 
—

 
2,929

 
(338
)
 
6/27/2013
 
1995
Chevy's
 
Lake Oswego
 
OR
 
—

 
590

 
1,693

 
—

 
2,283

 
(239
)
 
6/27/2013
 
1995
Chicago Bridge & Iron
 
Baton Rouge
 
LA
 
—

 
1,695

 
12,360

 
66

 
14,121

 
(1,018
)
 
3/28/2014
 
2006
Chicago Steak & Lemonade
 
Louisville
 
KY
 
—

 
195

 
18

 
—

 
213

 
(3
)
 
6/27/2013
 
1980
Chicago Style Gyros
 
Nashville
 
TN
 
—

 
201

 
134

 
—

 
335

 
(17
)
 
7/31/2013
 
1986
Children's Courtyard
 
Grand Prairie
 
TX
 
—

 
367

 
1,055

 
—

 
1,422

 
(107
)
 
2/7/2014
 
1999
Childtime Childcare
 
Modesto
 
CA
 
—

 
280

 
1,524

 
—

 
1,804

 
(149
)
 
2/7/2014
 
1988
Childtime Childcare
 
Bedford
 
OH
 
—

 
111

 
852

 
—

 
963

 
(92
)
 
2/7/2014
 
1979
Childtime Childcare
 
Oklahoma City
 
OK
 
—

 
124

 
796

 
—

 
920

 
(85
)
 
2/7/2014
 
1985
Childtime Childcare
 
Oklahoma City
 
OK
 
—

 
108

 
793

 
—

 
901

 
(82
)
 
2/7/2014
 
1986
Chilis
 
Fayetteville
 
AR
 
—

 
1,370

 
1,714

 
—

 
3,084

 
(242
)
 
6/27/2013
 
1995
Chilis
 
Boise
 
ID
 
—

 
400

 
751

 
—

 
1,151

 
(106
)
 
6/27/2013
 
1995
Chilis
 
East Peoria
 
IL
 
—

 
1,023

 
2,347

 
—

 
3,370

 
(342
)
 
6/27/2013
 
2003
Chilis
 
Flanders
 
NJ
 
1,508

 
1,402

 
842

 
—

 
2,244

 
(153
)
 
2/7/2014
 
2003
Chilis
 
Mt. Laurel
 
NJ
 
1,447

 
1,332

 
1,792

 
—

 
3,124

 
(138
)
 
2/7/2014
 
2004
Chilis
 
Amarillo
 
TX
 
—

 
811

 
1,893

 
—

 
2,704

 
(277
)
 
7/31/2013
 
1984
Chilis
 
Riverdale
 
UT
 
—

 
800

 
899

 
—

 
1,699

 
(127
)
 
6/27/2013
 
1995
Chilis
 
Cheyenne
 
WY
 
—

 
270

 
815

 
—

 
1,085

 
(115
)
 
6/27/2013
 
1995
China 1
 
Bay City
 
TX
 
—

 
229

 
124

 
(220
)
 
133

 
—

 
7/31/2013
 
1985
China Buffet
 
Alvin
 
TX
 
—

 
110

 
299

 
—

 
409

 
(44
)
 
6/27/2013
 
1982
China Buffet
 
Angleton
 
TX
 
—

 
127

 
272

 
—

 
399

 
(40
)
 
6/27/2013
 
1982
China Town Buffet
 
Bismarck
 
ND
 
—

 
1,038

 
1,928

 
—

 
2,966

 
(282
)
 
7/31/2013
 
2000
Chipper's Grill
 
Streator
 
IL
 
—

 
190

 
255

 
—

 
445

 
(36
)
 
6/27/2013
 
1995
Church's Chicken
 
Atmore
 
AL
 
—

 
144

 
574

 
—

 
718

 
(74
)
 
7/31/2013
 
1976
Church's Chicken
 
Bay Minette
 
AL
 
—

 
134

 
757

 
—

 
891

 
(98
)
 
7/31/2013
 
2003
Church's Chicken
 
Flomaton
 
AL
 
—

 
173

 
518

 
—

 
691

 
(67
)
 
7/31/2013
 
1981
Church's Chicken
 
Jackson
 
AL
 
—

 
127

 
719

 
—

 
846

 
(93
)
 
7/31/2013
 
1982
Church's Chicken
 
Orlando
 
FL
 
—

 
254

 
380

 
—

 
634

 
(49
)
 
7/31/2013
 
1984

F-111


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Church's Chicken
 
Augusta
 
GA
 
—

 
178

 
533

 
—

 
711

 
(69
)
 
7/31/2013
 
1981
Church's Chicken
 
Augusta
 
GA
 
—

 
256

 
597

 
—

 
853

 
(77
)
 
7/31/2013
 
1976
Church's Chicken
 
Augusta
 
GA
 
—

 
178

 
414

 
—

 
592

 
(54
)
 
7/31/2013
 
1978
Church's Chicken
 
Augusta
 
GA
 
—

 
196

 
458

 
—

 
654

 
(59
)
 
7/31/2013
 
1984
Church's Chicken
 
Bowling Green
 
KY
 
—

 
100

 
156

 
—

 
256

 
(22
)
 
6/27/2013
 
1984
Church's Chicken
 
Anderson
 
SC
 
—

 
647

 
277

 
—

 
924

 
(36
)
 
7/31/2013
 
1981
Church's Chicken
 
Charleston
 
SC
 
—

 
421

 
344

 
—

 
765

 
(45
)
 
7/31/2013
 
1973
Church's Chicken
 
Charleston
 
SC
 
—

 
500

 
167

 
—

 
667

 
(22
)
 
7/31/2013
 
1979
Church's Chicken
 
Columbia
 
SC
 
—

 
437

 
437

 
—

 
874

 
(57
)
 
7/31/2013
 
1978
Church's Chicken
 
Columbia
 
SC
 
—

 
231

 
428

 
—

 
659

 
(56
)
 
7/31/2013
 
1977
Church's Chicken
 
Greenville
 
SC
 
—

 
280

 
342

 
—

 
622

 
(44
)
 
7/31/2013
 
1970
Church's Chicken
 
Greenville
 
SC
 
—

 
254

 
472

 
—

 
726

 
(61
)
 
7/31/2013
 
2009
Church's Chicken
 
Greenville
 
SC
 
—

 
325

 
487

 
—

 
812

 
(63
)
 
7/31/2013
 
1984
Church's Chicken
 
Greenwood
 
SC
 
—

 
188

 
349

 
—

 
537

 
(45
)
 
7/31/2013
 
2002
Church's Chicken
 
North Charleston
 
SC
 
—

 
302

 
302

 
—

 
604

 
(39
)
 
7/31/2013
 
1976
Church's Chicken
 
North Charleston
 
SC
 
—

 
407

 
407

 
—

 
814

 
(53
)
 
7/31/2013
 
1977
Church's Chicken
 
Orangeburg
 
SC
 
—

 
407

 
271

 
—

 
678

 
(35
)
 
7/31/2013
 
1985
Church's Chicken
 
Spartanburg
 
SC
 
—

 
411

 
274

 
—

 
685

 
(36
)
 
7/31/2013
 
1972
Church's Chicken
 
Spartanburg
 
SC
 
—

 
350

 
525

 
—

 
875

 
(68
)
 
7/31/2013
 
1978
Church's Chicken
 
Nashville
 
TN
 
—

 
186

 
186

 
—

 
372

 
(24
)
 
7/31/2013
 
1980
Cigna
 
Phoenix
 
AZ
 
—

 
6,194

 
16,215

 
—

 
22,409

 
(1,461
)
 
2/7/2014
 
2012
Cigna
 
Plano
 
TX
 
—

 
10,036

 
42,676

 
—

 
52,712

 
(3,888
)
 
2/7/2014
 
2009
Cimarex Energy
 
Tulsa
 
OK
 
29,200

 
1,253

 
70,274

 
1,070

 
72,597

 
(7,099
)
 
11/5/2013
 
1995
CineMagic Theatre
 
Rochester
 
MN
 
—

 
677

 
2,706

 
—

 
3,383

 
(254
)
 
5/19/2014
 
2002
Circle K
 
Phoenix
 
AZ
 
—

 
344

 
1,377

 
—

 
1,721

 
(280
)
 
5/4/2012
 
1986
Circle K
 
Martinez
 
GA
 
—

 
348

 
813

 
—

 
1,161

 
(154
)
 
8/28/2012
 
2003
Circle K
 
Martinez
 
GA
 
—

 
293

 
329

 
—

 
622

 
(25
)
 
9/26/2014
 
1993
Circle K
 
Thomson
 
GA
 
—

 
637

 
340

 
—

 
977

 
(27
)
 
9/26/2014
 
1990
Circle K
 
Akron
 
OH
 
—

 
675

 
1,254

 
—

 
1,929

 
(232
)
 
9/27/2012
 
1996
Citizens Bank
 
Colchester
 
CT
 
—

 
185

 
1,049

 
—

 
1,234

 
(185
)
 
9/28/2012
 
2012
Citizens Bank
 
Deep River
 
CT
 
—

 
453

 
1,812

 
—

 
2,265

 
(320
)
 
9/28/2012
 
1851
Citizens Bank
 
East Hampton
 
CT
 
765

 
312

 
935

 
—

 
1,247

 
(186
)
 
4/26/2012
 
1984

F-112


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
East Lyme
 
CT
 
—

 
258

 
1,032

 
—

 
1,290

 
(182
)
 
9/28/2012
 
1972
Citizens Bank
 
Hamden
 
CT
 
—

 
581

 
475

 
—

 
1,056

 
(84
)
 
9/28/2012
 
1995
Citizens Bank
 
Higganum
 
CT
 
622

 
171

 
971

 
—

 
1,142

 
(297
)
 
8/1/2010
 
1995
Citizens Bank
 
Montville
 
CT
 
—

 
413

 
2,342

 
—

 
2,755

 
(413
)
 
9/28/2012
 
1984
Citizens Bank
 
New London
 
CT
 
—

 
94

 
534

 
—

 
628

 
(163
)
 
8/1/2010
 
1995
Citizens Bank
 
Stonington
 
CT
 
—

 
190

 
1,079

 
—

 
1,269

 
(190
)
 
9/28/2012
 
1984
Citizens Bank
 
Stonington
 
CT
 
—

 
104

 
937

 
—

 
1,041

 
(153
)
 
12/14/2012
 
1982
Citizens Bank
 
Lewes
 
DE
 
—

 
102

 
916

 
—

 
1,018

 
(141
)
 
2/22/2013
 
1968
Citizens Bank
 
Smyrna
 
DE
 
664

 
183

 
1,036

 
—

 
1,219

 
(308
)
 
8/1/2010
 
1995
Citizens Bank
 
Wilmington
 
DE
 
431

 
250

 
464

 
—

 
714

 
(92
)
 
4/26/2012
 
1950
Citizens Bank
 
Wilmington
 
DE
 
366

 
299

 
299

 
—

 
598

 
(59
)
 
4/26/2012
 
1967
Citizens Bank
 
Dorchester
 
MA
 
485

 
386

 
386

 
—

 
772

 
(77
)
 
4/26/2012
 
1960
Citizens Bank
 
Ludlow
 
MA
 
—

 
810

 
540

 
—

 
1,350

 
(95
)
 
9/28/2012
 
1995
Citizens Bank
 
Malden
 
MA
 
—

 
488

 
596

 
—

 
1,084

 
(105
)
 
9/28/2012
 
1920
Citizens Bank
 
Malden
 
MA
 
1,697

 
484

 
1,935

 
—

 
2,419

 
(341
)
 
9/28/2012
 
1988
Citizens Bank
 
Medford
 
MA
 
1,193

 
589

 
1,094

 
—

 
1,683

 
(193
)
 
9/28/2012
 
1938
Citizens Bank
 
Milton
 
MA
 
2,244

 
619

 
2,476

 
—

 
3,095

 
(404
)
 
12/14/2012
 
1968
Citizens Bank
 
New Bedford
 
MA
 
—

 
297

 
694

 
—

 
991

 
(122
)
 
9/28/2012
 
1983
Citizens Bank
 
Randolph
 
MA
 
1,383

 
480

 
1,439

 
—

 
1,919

 
(254
)
 
9/28/2012
 
1979
Citizens Bank
 
Somerville
 
MA
 
—

 
561

 
561

 
—

 
1,122

 
(99
)
 
9/28/2012
 
1940
Citizens Bank
 
South Dennis
 
MA
 
—

 
—

 
1,294

 
—

 
1,294

 
(211
)
 
12/14/2012
 
1986
Citizens Bank
 
Springfield
 
MA
 
—

 
187

 
747

 
—

 
934

 
(105
)
 
5/10/2013
 
1975
Citizens Bank
 
Tewksbury
 
MA
 
813

 
266

 
1,063

 
—

 
1,329

 
(211
)
 
4/26/2012
 
1998
Citizens Bank
 
Wilbraham
 
MA
 
458

 
148

 
591

 
—

 
739

 
(117
)
 
4/26/2012
 
1967
Citizens Bank
 
Winthrop
 
MA
 
—

 
390

 
724

 
—

 
1,114

 
(128
)
 
9/28/2012
 
1974
Citizens Bank
 
Woburn
 
MA
 
—

 
350

 
816

 
—

 
1,166

 
(133
)
 
12/14/2012
 
1991
Citizens Bank
 
Clinton Township
 
MI
 
—

 
574

 
3,250

 
—

 
3,824

 
(999
)
 
8/1/2010
 
1970
Citizens Bank
 
Dearborn
 
MI
 
—

 
434

 
2,461

 
—

 
2,895

 
(704
)
 
8/1/2010
 
1977
Citizens Bank
 
Dearborn
 
MI
 
—

 
385

 
2,184

 
—

 
2,569

 
(625
)
 
8/1/2010
 
1974
Citizens Bank
 
Detroit
 
MI
 
—

 
112

 
636

 
—

 
748

 
(197
)
 
8/1/2010
 
1958
Citizens Bank
 
Detroit
 
MI
 
—

 
204

 
1,159

 
—

 
1,363

 
(358
)
 
8/1/2010
 
1956
Citizens Bank
 
Farmington
 
MI
 
—

 
303

 
707

 
—

 
1,010

 
(115
)
 
12/14/2012
 
1962

F-113


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Grosse Pointe
 
MI
 
—

 
410

 
2,322

 
—

 
2,732

 
(701
)
 
8/1/2010
 
1975
Citizens Bank
 
Harper Woods
 
MI
 
—

 
207

 
1,171

 
—

 
1,378

 
(362
)
 
8/1/2010
 
1982
Citizens Bank
 
Highland Park
 
MI
 
—

 
150

 
848

 
—

 
998

 
(262
)
 
8/1/2010
 
1967
Citizens Bank
 
Lathrup Village
 
MI
 
—

 
283

 
1,602

 
—

 
1,885

 
(490
)
 
8/1/2010
 
1980
Citizens Bank
 
Livonia
 
MI
 
—

 
261

 
1,476

 
—

 
1,737

 
(456
)
 
8/1/2010
 
1959
Citizens Bank
 
Richmond
 
MI
 
—

 
168

 
951

 
—

 
1,119

 
(294
)
 
8/1/2010
 
1980
Citizens Bank
 
Southfield
 
MI
 
—

 
283

 
1,605

 
—

 
1,888

 
(493
)
 
8/1/2010
 
1975
Citizens Bank
 
St. Clair Shores
 
MI
 
—

 
309

 
1,748

 
—

 
2,057

 
(540
)
 
8/1/2010
 
1960
Citizens Bank
 
Troy
 
MI
 
—

 
312

 
935

 
—

 
1,247

 
(152
)
 
12/14/2012
 
1980
Citizens Bank
 
Utica
 
MI
 
—

 
376

 
2,133

 
—

 
2,509

 
(644
)
 
8/1/2010
 
1982
Citizens Bank
 
Warren
 
MI
 
—

 
178

 
1,009

 
—

 
1,187

 
(308
)
 
8/1/2010
 
1963
Citizens Bank
 
Keene
 
NH
 
1,885

 
132

 
2,511

 
—

 
2,643

 
(409
)
 
12/14/2012
 
1900
Citizens Bank
 
Manchester
 
NH
 
—

 
640

 
782

 
—

 
1,422

 
(138
)
 
9/28/2012
 
1941
Citizens Bank
 
Manchester
 
NH
 
—

 
—

 
1,568

 
—

 
1,568

 
(256
)
 
12/14/2012
 
1995
Citizens Bank
 
Ossipee
 
NH
 
269

 
176

 
264

 
—

 
440

 
(52
)
 
4/26/2012
 
1980
Citizens Bank
 
Pelham
 
NH
 
280

 
113

 
340

 
—

 
453

 
(67
)
 
4/26/2012
 
1983
Citizens Bank
 
Pittsfield
 
NH
 
—

 
160

 
908

 
—

 
1,068

 
(278
)
 
8/1/2010
 
1976
Citizens Bank
 
Rollinsford
 
NH
 
—

 
78

 
444

 
—

 
522

 
(136
)
 
8/1/2010
 
1977
Citizens Bank
 
Salem
 
NH
 
—

 
328

 
1,312

 
—

 
1,640

 
(214
)
 
12/14/2012
 
1980
Citizens Bank
 
Haddon Heights
 
NJ
 
—

 
316

 
948

 
—

 
1,264

 
(125
)
 
7/23/2013
 
1965
Citizens Bank
 
Marlton
 
NJ
 
781

 
444

 
825

 
—

 
1,269

 
(164
)
 
4/26/2012
 
1988
Citizens Bank
 
Albany
 
NY
 
811

 
232

 
1,315

 
—

 
1,547

 
(376
)
 
8/1/2010
 
1960
Citizens Bank
 
Amherst
 
NY
 
868

 
238

 
1,348

 
—

 
1,586

 
(393
)
 
8/1/2010
 
1965
Citizens Bank
 
East Aurora
 
NY
 
590

 
162

 
919

 
—

 
1,081

 
(268
)
 
8/1/2010
 
1996
Citizens Bank
 
Greene
 
NY
 
756

 
216

 
1,227

 
—

 
1,443

 
(351
)
 
8/1/2010
 
1981
Citizens Bank
 
Johnstown
 
NY
 
569

 
163

 
923

 
—

 
1,086

 
(264
)
 
8/1/2010
 
1973
Citizens Bank
 
Port Jervis
 
NY
 
523

 
143

 
811

 
—

 
954

 
(241
)
 
8/1/2010
 
1995
Citizens Bank
 
Rochester
 
NY
 
607

 
166

 
943

 
—

 
1,109

 
(275
)
 
8/1/2010
 
1962
Citizens Bank
 
Schenectady
 
NY
 
1,020

 
292

 
1,655

 
—

 
1,947

 
(474
)
 
8/1/2010
 
1974
Citizens Bank
 
Vails Gate
 
NY
 
993

 
284

 
1,610

 
—

 
1,894

 
(461
)
 
8/1/2010
 
1995
Citizens Bank
 
Whitesboro
 
NY
 
456

 
130

 
739

 
—

 
869

 
(212
)
 
8/1/2010
 
1995
Citizens Bank
 
Alliance
 
OH
 
—

 
204

 
1,156

 
—

 
1,360

 
(359
)
 
8/1/2010
 
1972

F-114


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Bedford
 
OH
 
533

 
175

 
699

 
—

 
874

 
(139
)
 
4/26/2012
 
2005
Citizens Bank
 
Boardman
 
OH
 
—

 
280

 
1,589

 
—

 
1,869

 
(494
)
 
8/1/2010
 
1984
Citizens Bank
 
Broadview Heights
 
OH
 
—

 
201

 
1,140

 
—

 
1,341

 
(338
)
 
8/1/2010
 
1982
Citizens Bank
 
Brunswick
 
OH
 
—

 
186

 
1,057

 
—

 
1,243

 
(329
)
 
8/1/2010
 
2004
Citizens Bank
 
Cleveland
 
OH
 
—

 
239

 
1,357

 
—

 
1,596

 
(422
)
 
8/1/2010
 
1973
Citizens Bank
 
Cleveland
 
OH
 
—

 
210

 
1,190

 
—

 
1,400

 
(370
)
 
8/1/2010
 
1950
Citizens Bank
 
Cleveland
 
OH
 
—

 
182

 
1,031

 
—

 
1,213

 
(320
)
 
8/1/2010
 
1930
Citizens Bank
 
Fairlawn
 
OH
 
1,885

 
511

 
2,045

 
—

 
2,556

 
(333
)
 
12/14/2012
 
1979
Citizens Bank
 
Lakewood
 
OH
 
—

 
196

 
1,111

 
—

 
1,307

 
(318
)
 
8/1/2010
 
1985
Citizens Bank
 
Louisville
 
OH
 
—

 
191

 
1,080

 
—

 
1,271

 
(336
)
 
8/1/2010
 
1960
Citizens Bank
 
Massillon
 
OH
 
—

 
287

 
1,624

 
—

 
1,911

 
(505
)
 
8/1/2010
 
1995
Citizens Bank
 
Massillon
 
OH
 
—

 
212

 
1,202

 
—

 
1,414

 
(374
)
 
8/1/2010
 
1958
Citizens Bank
 
Mentor
 
OH
 
—

 
178

 
1,011

 
—

 
1,189

 
(309
)
 
8/1/2010
 
1976
Citizens Bank
 
Northfield
 
OH
 
—

 
317

 
1,797

 
—

 
2,114

 
(549
)
 
8/1/2010
 
1969
Citizens Bank
 
Parma
 
OH
 
608

 
248

 
744

 
—

 
992

 
(148
)
 
4/26/2012
 
1972
Citizens Bank
 
Parma
 
OH
 
—

 
475

 
581

 
—

 
1,056

 
(95
)
 
12/14/2012
 
1971
Citizens Bank
 
Parma Heights
 
OH
 
—

 
426

 
638

 
—

 
1,064

 
(104
)
 
12/14/2012
 
1957
Citizens Bank
 
Rocky River
 
OH
 
—

 
283

 
1,602

 
—

 
1,885

 
(458
)
 
8/1/2010
 
1972
Citizens Bank
 
South Russell
 
OH
 
—

 
106

 
957

 
—

 
1,063

 
(156
)
 
12/14/2012
 
1981
Citizens Bank
 
Wadsworth
 
OH
 
—

 
158

 
893

 
—

 
1,051

 
(278
)
 
8/1/2010
 
1960
Citizens Bank
 
Willoughby
 
OH
 
—

 
395

 
2,239

 
—

 
2,634

 
(684
)
 
8/1/2010
 
1920
Citizens Bank
 
Aliquippa
 
PA
 
—

 
138

 
782

 
—

 
920

 
(127
)
 
12/14/2012
 
1953
Citizens Bank
 
Allison Park
 
PA
 
—

 
314

 
733

 
—

 
1,047

 
(129
)
 
9/28/2012
 
1972
Citizens Bank
 
Altoona
 
PA
 
—

 
153

 
459

 
—

 
612

 
(75
)
 
12/14/2012
 
1971
Citizens Bank
 
Ambridge
 
PA
 
750

 
215

 
1,217

 
—

 
1,432

 
(348
)
 
8/1/2010
 
1925
Citizens Bank
 
Ashley
 
PA
 
—

 
225

 
675

 
—

 
900

 
(110
)
 
12/14/2012
 
1928
Citizens Bank
 
Beaver Falls
 
PA
 
—

 
138

 
553

 
—

 
691

 
(98
)
 
9/28/2012
 
1995
Citizens Bank
 
Butler
 
PA
 
—

 
286

 
1,144

 
—

 
1,430

 
(186
)
 
12/14/2012
 
1966
Citizens Bank
 
Camp Hill
 
PA
 
—

 
430

 
645

 
—

 
1,075

 
(105
)
 
12/14/2012
 
1971
Citizens Bank
 
Carlisle
 
PA
 
468

 
234

 
546

 
—

 
780

 
(108
)
 
4/26/2012
 
1960
Citizens Bank
 
Carnegie
 
PA
 
—

 
73

 
1,396

 
—

 
1,469

 
(228
)
 
12/14/2012
 
1920
Citizens Bank
 
Dallas
 
PA
 
—

 
213

 
1,205

 
—

 
1,418

 
(213
)
 
9/28/2012
 
1949

F-115


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Dillsburg
 
PA
 
—

 
232

 
926

 
—

 
1,158

 
(151
)
 
12/14/2012
 
1935
Citizens Bank
 
Drexel Hill
 
PA
 
—

 
266

 
1,064

 
—

 
1,330

 
(173
)
 
12/14/2012
 
1950
Citizens Bank
 
Erie
 
PA
 
—

 
168

 
671

 
—

 
839

 
(109
)
 
12/14/2012
 
1954
Citizens Bank
 
Ford City
 
PA
 
—

 
89

 
802

 
—

 
891

 
(131
)
 
12/14/2012
 
1975
Citizens Bank
 
Glenside
 
PA
 
1,257

 
343

 
1,370

 
—

 
1,713

 
(193
)
 
5/22/2013
 
1958
Citizens Bank
 
Greensburg
 
PA
 
—

 
45

 
861

 
—

 
906

 
(140
)
 
12/14/2012
 
1957
Citizens Bank
 
Grove City
 
PA
 
323

 
292

 
239

 
—

 
531

 
(47
)
 
4/26/2012
 
1977
Citizens Bank
 
Grove City
 
PA
 
506

 
41

 
782

 
—

 
823

 
(155
)
 
4/26/2012
 
1920
Citizens Bank
 
Harrisburg
 
PA
 
560

 
512

 
419

 
—

 
931

 
(83
)
 
4/26/2012
 
1967
Citizens Bank
 
Havertown
 
PA
 
—

 
219

 
875

 
—

 
1,094

 
(154
)
 
9/28/2012
 
2003
Citizens Bank
 
Highspire
 
PA
 
—

 
216

 
649

 
—

 
865

 
(106
)
 
12/14/2012
 
1974
Citizens Bank
 
Homestead
 
PA
 
—

 
202

 
807

 
—

 
1,009

 
(142
)
 
9/28/2012
 
1960
Citizens Bank
 
Kingston
 
PA
 
—

 
404

 
943

 
—

 
1,347

 
(154
)
 
12/14/2012
 
1977
Citizens Bank
 
Kittanning
 
PA
 
—

 
56

 
1,060

 
—

 
1,116

 
(173
)
 
12/14/2012
 
1889
Citizens Bank
 
Kutztown
 
PA
 
490

 
81

 
725

 
—

 
806

 
(141
)
 
5/11/2012
 
1974
Citizens Bank
 
Lancaster
 
PA
 
555

 
368

 
552

 
—

 
920

 
(110
)
 
4/26/2012
 
1965
Citizens Bank
 
Lancaster
 
PA
 
—

 
383

 
468

 
—

 
851

 
(82
)
 
9/28/2012
 
1967
Citizens Bank
 
Latrobe
 
PA
 
—

 
148

 
591

 
—

 
739

 
(96
)
 
12/14/2012
 
1969
Citizens Bank
 
Lititz
 
PA
 
458

 
37

 
708

 
—

 
745

 
(141
)
 
4/26/2012
 
1923
Citizens Bank
 
Lower Burrell
 
PA
 
—

 
180

 
722

 
—

 
902

 
(118
)
 
12/14/2012
 
1980
Citizens Bank
 
Matamoras
 
PA
 
—

 
509

 
946

 
—

 
1,455

 
(154
)
 
12/14/2012
 
1920
Citizens Bank
 
Mechanicsburg
 
PA
 
1,620

 
288

 
2,590

 
—

 
2,878

 
(457
)
 
9/28/2012
 
1900
Citizens Bank
 
Mercer
 
PA
 
—

 
105

 
314

 
—

 
419

 
(51
)
 
12/14/2012
 
1964
Citizens Bank
 
Milford
 
PA
 
—

 
513

 
769

 
—

 
1,282

 
(125
)
 
12/14/2012
 
1981
Citizens Bank
 
Monesson
 
PA
 
693

 
198

 
1,123

 
—

 
1,321

 
(321
)
 
8/1/2010
 
1930
Citizens Bank
 
Mount Lebanon
 
PA
 
1,577

 
215

 
1,939

 
—

 
2,154

 
(342
)
 
9/28/2012
 
1960
Citizens Bank
 
Mountain Top
 
PA
 
—

 
111

 
631

 
—

 
742

 
(103
)
 
12/14/2012
 
1980
Citizens Bank
 
Munhall
 
PA
 
232

 
191

 
191

 
—

 
382

 
(38
)
 
4/26/2012
 
1973
Citizens Bank
 
Narberth
 
PA
 
1,468

 
420

 
2,381

 
—

 
2,801

 
(681
)
 
8/1/2010
 
1935
Citizens Bank
 
New Stanton
 
PA
 
581

 
330

 
612

 
—

 
942

 
(122
)
 
4/26/2012
 
1975
Citizens Bank
 
Oakmont
 
PA
 
—

 
199

 
1,127

 
—

 
1,326

 
(184
)
 
12/14/2012
 
1967
Citizens Bank
 
Oil City
 
PA
 
—

 
110

 
623

 
—

 
733

 
(102
)
 
12/14/2012
 
1965

F-116


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
Philadelphia
 
PA
 
565

 
184

 
735

 
—

 
919

 
(146
)
 
4/26/2012
 
1904
Citizens Bank
 
Philadelphia
 
PA
 
—

 
127

 
722

 
—

 
849

 
(118
)
 
12/14/2012
 
1920
Citizens Bank
 
Philadelphia
 
PA
 
—

 
266

 
1,065

 
—

 
1,331

 
(174
)
 
12/14/2012
 
1971
Citizens Bank
 
Pitcairn
 
PA
 
—

 
46

 
867

 
—

 
913

 
(141
)
 
12/14/2012
 
1985
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
215

 
1,219

 
—

 
1,434

 
(215
)
 
9/28/2012
 
1970
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
256

 
767

 
—

 
1,023

 
(135
)
 
9/28/2012
 
1970
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
185

 
1,051

 
—

 
1,236

 
(171
)
 
12/14/2012
 
1960
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
389

 
1,168

 
—

 
1,557

 
(190
)
 
12/14/2012
 
1940
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
146

 
2,770

 
—

 
2,916

 
(451
)
 
12/14/2012
 
1900
Citizens Bank
 
Pittsburgh
 
PA
 
2,262

 
470

 
2,661

 
—

 
3,131

 
(434
)
 
12/14/2012
 
1979
Citizens Bank
 
Pittsburgh
 
PA
 
1,244

 
516

 
1,204

 
—

 
1,720

 
(196
)
 
12/14/2012
 
1970
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
206

 
1,852

 
—

 
2,058

 
(302
)
 
12/14/2012
 
1923
Citizens Bank
 
Pittsburgh
 
PA
 
918

 
196

 
1,110

 
—

 
1,306

 
(181
)
 
12/14/2012
 
1980
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
255

 
1,019

 
—

 
1,274

 
(166
)
 
12/14/2012
 
1970
Citizens Bank
 
Pittsburgh
 
PA
 
—

 
268

 
2,413

 
—

 
2,681

 
(393
)
 
12/14/2012
 
1970
Citizens Bank
 
Reading
 
PA
 
—

 
269

 
1,524

 
—

 
1,793

 
(221
)
 
4/12/2013
 
1904
Citizens Bank
 
Reading
 
PA
 
—

 
267

 
802

 
—

 
1,069

 
(131
)
 
12/14/2012
 
1970
Citizens Bank
 
Shippensburg
 
PA
 
345

 
143

 
429

 
—

 
572

 
(85
)
 
4/26/2012
 
1985
Citizens Bank
 
Slovan
 
PA
 
205

 
217

 
117

 
—

 
334

 
(23
)
 
4/26/2012
 
1975
Citizens Bank
 
State College
 
PA
 
452

 
256

 
475

 
—

 
731

 
(94
)
 
4/26/2012
 
1966
Citizens Bank
 
Temple
 
PA
 
—

 
268

 
626

 
—

 
894

 
(110
)
 
9/28/2012
 
1936
Citizens Bank
 
Turtle Creek
 
PA
 
—

 
308

 
923

 
—

 
1,231

 
(163
)
 
9/28/2012
 
1970
Citizens Bank
 
Tyrone
 
PA
 
—

 
146

 
583

 
—

 
729

 
(95
)
 
12/14/2012
 
1967
Citizens Bank
 
Upper Darby
 
PA
 
—

 
411

 
617

 
—

 
1,028

 
(101
)
 
12/14/2012
 
1966
Citizens Bank
 
Verona
 
PA
 
549

 
264

 
616

 
—

 
880

 
(122
)
 
4/26/2012
 
1972
Citizens Bank
 
Warrendale
 
PA
 
—

 
611

 
916

 
—

 
1,527

 
(149
)
 
12/14/2012
 
1981
Citizens Bank
 
West Grove
 
PA
 
544

 
181

 
725

 
—

 
906

 
(144
)
 
4/26/2012
 
1880
Citizens Bank
 
West Hazleton
 
PA
 
—

 
279

 
2,509

 
—

 
2,788

 
(443
)
 
9/28/2012
 
1900
Citizens Bank
 
Wexford
 
PA
 
—

 
180

 
719

 
—

 
899

 
(117
)
 
12/14/2012
 
1975
Citizens Bank
 
York
 
PA
 
581

 
337

 
626

 
—

 
963

 
(124
)
 
4/26/2012
 
1955
Citizens Bank
 
Coventry
 
RI
 
—

 
559

 
559

 
—

 
1,118

 
(99
)
 
9/28/2012
 
1968
Citizens Bank
 
Cranston
 
RI
 
—

 
411

 
1,234

 
—

 
1,645

 
(201
)
 
12/14/2012
 
1967

F-117


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Citizens Bank
 
East Greenwich
 
RI
 
—

 
227

 
680

 
—

 
907

 
(111
)
 
12/14/2012
 
1959
Citizens Bank
 
Johnston
 
RI
 
—

 
343

 
1,030

 
—

 
1,373

 
(182
)
 
9/28/2012
 
1972
Citizens Bank
 
N. Providence
 
RI
 
1,445

 
200

 
1,800

 
—

 
2,000

 
(293
)
 
12/31/2012
 
1971
Citizens Bank
 
N. Providence
 
RI
 
—

 
223

 
892

 
—

 
1,115

 
(145
)
 
12/14/2012
 
1971
Citizens Bank
 
Providence
 
RI
 
—

 
300

 
899

 
—

 
1,199

 
(146
)
 
12/14/2012
 
1960
Citizens Bank
 
Rumford
 
RI
 
—

 
352

 
654

 
—

 
1,006

 
(107
)
 
12/14/2012
 
1977
Citizens Bank
 
Wakefield
 
RI
 
—

 
517

 
959

 
—

 
1,476

 
(169
)
 
9/28/2012
 
1976
Citizens Bank
 
Warren
 
RI
 
—

 
328

 
609

 
—

 
937

 
(107
)
 
9/28/2012
 
1980
Citizens Bank
 
Warwick
 
RI
 
—

 
1,570

 
5,030

 
—

 
6,600

 
(556
)
 
9/24/2013
 
1969
Citizens Bank
 
Warwick
 
RI
 
—

 
1,870

 
8,828

 
697

 
11,395

 
(1,047
)
 
9/24/2013
 
1995
Citizens Bank
 
Middlebury
 
VT
 
—

 
363

 
544

 
—

 
907

 
(89
)
 
12/14/2012
 
1969
Citizens Bank
 
Poultney
 
VT
 
—

 
149

 
847

 
—

 
996

 
(251
)
 
8/1/2010
 
1860
Citizens Bank
 
St. Albans
 
VT
 
—

 
141

 
798

 
—

 
939

 
(237
)
 
8/1/2010
 
1989
Citizens Bank
 
White River Jnct
 
VT
 
—

 
183

 
1,039

 
—

 
1,222

 
(308
)
 
8/1/2010
 
1975
City Buffet
 
Alexander City
 
AL
 
—

 
292

 
331

 
—

 
623

 
(46
)
 
6/27/2013
 
1988
Coborn's Liquor Store
 
Stanley
 
ND
 
—

 
1,163

 
5,037

 
—

 
6,200

 
(482
)
 
2/21/2014
 
2014
Coborn's Liquor Store
 
Tioga
 
ND
 
—

 
1,065

 
4,581

 
—

 
5,646

 
(312
)
 
6/26/2014
 
2014
Colesville Business Park
 
Silver Spring
 
MD
 
—

 
—

 
188

 
14,433

 
14,621

 
(153
)
 
11/5/2013
 
1972
Comcast
 
Englewood
 
CO
 
—

 
1,490

 
5,060

 
—

 
6,550

 
(572
)
 
11/5/2013
 
1999
Community Bank
 
Lake Mary
 
FL
 
—

 
1,230

 
1,504

 
4

 
2,738

 
(178
)
 
10/1/2013
 
1990
Community Bank
 
Whitehall
 
NY
 
370

 
106

 
600

 
—

 
706

 
(172
)
 
8/1/2011
 
1995
CompUSA
 
Arlington
 
TX
 
1,770

 
2,437

 
1,467

 
—

 
3,904

 
(188
)
 
2/7/2014
 
1992
ConAgra Foods
 
Omaha
 
NE
 
—

 
6,451

 
30,697

 
—

 
37,148

 
(1,695
)
 
3/28/2014
 
1989
ConAgra Foods
 
Milton
 
PA
 
16,245

 
5,656

 
27,242

 
—

 
32,898

 
(2,392
)
 
2/7/2014
 
1991
Conn's
 
Austin
 
TX
 
—

 
740

 
2,958

 
—

 
3,698

 
(274
)
 
5/19/2014
 
2002
Conn's
 
Hurst
 
TX
 
—

 
497

 
1,990

 
—

 
2,487

 
(190
)
 
5/19/2014
 
1999
Cooper Tire & Rubber
 
Franklin
 
IN
 
16,221

 
4,438

 
33,994

 
—

 
38,432

 
(4,407
)
 
11/5/2013
 
2009
Cost Plus
 
La Quinta
 
CA
 
—

 
1,211

 
4,786

 
—

 
5,997

 
(482
)
 
2/7/2014
 
2007
County of Yolo, CA
 
Woodland
 
CA
 
10,332

 
2,640

 
13,681

 
—

 
16,321

 
(1,380
)
 
11/5/2013
 
2001
Cracker Barrel
 
Braselton
 
GA
 
2,935

 
1,294

 
2,403

 
—

 
3,697

 
(529
)
 
11/13/2012
 
2005
Cracker Barrel
 
Bremen
 
GA
 
2,677

 
1,012

 
2,361

 
—

 
3,373

 
(520
)
 
11/13/2012
 
2006
Cracker Barrel
 
Columbus
 
GA
 
—

 
912

 
3,153

 
—

 
4,065

 
(345
)
 
2/7/2014
 
2003

F-118


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Cracker Barrel
 
Greensboro
 
NC
 
—

 
1,632

 
2,495

 
—

 
4,127

 
(283
)
 
2/7/2014
 
2005
Cracker Barrel
 
Mebane
 
NC
 
2,514

 
1,106

 
2,054

 
—

 
3,160

 
(452
)
 
11/13/2012
 
2004
Cracker Barrel
 
Rocky Mount
 
NC
 
—

 
1,274

 
2,334

 
—

 
3,608

 
(272
)
 
2/7/2014
 
2006
Cracker Barrel
 
Fort Mill
 
SC
 
—

 
1,301

 
2,721

 
—

 
4,022

 
(311
)
 
2/7/2014
 
2006
Cracker Barrel
 
Piedmont
 
SC
 
—

 
1,630

 
2,927

 
—

 
4,557

 
(334
)
 
2/7/2014
 
2005
Cracker Barrel
 
Abilene
 
TX
 
—

 
1,374

 
2,933

 
—

 
4,307

 
(336
)
 
2/7/2014
 
2005
Cracker Barrel
 
San Antonio
 
TX
 
—

 
1,725

 
3,005

 
—

 
4,730

 
(323
)
 
2/7/2014
 
2005
Cracker Barrel
 
Sherman
 
TX
 
—

 
557

 
3,744

 
—

 
4,301

 
(410
)
 
2/7/2014
 
2007
Cracker Barrel
 
Bristol
 
VA
 
—

 
1,241

 
1,703

 
—

 
2,944

 
(237
)
 
2/7/2014
 
2006
Cracker Barrel
 
Emporia
 
VA
 
2,435

 
972

 
2,267

 
—

 
3,239

 
(499
)
 
11/13/2012
 
2004
Cracker Barrel
 
Waynesboro
 
VA
 
—

 
1,536

 
1,489

 
—

 
3,025

 
(251
)
 
2/7/2014
 
2004
Cracker Barrel
 
Woodstock
 
VA
 
2,261

 
928

 
2,164

 
—

 
3,092

 
(476
)
 
11/13/2012
 
2005
Crest Production Services
 
Pleasanton
 
TX
 
—

 
519

 
7,949

 
—

 
8,468

 
(980
)
 
6/12/2014
 
2013
Crozer-Keystone Health
 
Ridley Park
 
PA
 
1,576

 
—

 
6,114

 
—

 
6,114

 
(708
)
 
11/5/2013
 
1976
Cuco Mexican
 
Circleville
 
OH
 
—

 
140

 
142

 
—

 
282

 
(7
)
 
6/27/2013
 
1986
CVS
 
Hoover
 
AL
 
—

 
1,239

 
2,890

 
—

 
4,129

 
(455
)
 
5/31/2013
 
2003
CVS
 
Meridianville
 
AL
 
1,978

 
1,045

 
3,057

 
—

 
4,102

 
(349
)
 
2/7/2014
 
2008
CVS
 
Lake Havasu City
 
AZ
 
—

 
824

 
5,029

 
—

 
5,853

 
(517
)
 
2/7/2014
 
2008
CVS
 
Phoenix
 
AZ
 
5,025

 
1,511

 
4,533

 
15

 
6,059

 
(601
)
 
10/1/2013
 
2012
CVS
 
Phoenix
 
AZ
 
3,015

 
901

 
2,704

 
14

 
3,619

 
(359
)
 
10/1/2013
 
2012
CVS
 
Phoenix
 
AZ
 
—

 
1,812

 
6,320

 
—

 
8,132

 
(653
)
 
2/7/2014
 
2008
CVS
 
City Of Industry
 
CA
 
2,500

 
1,224

 
3,202

 
—

 
4,426

 
(315
)
 
2/7/2014
 
2009
CVS
 
Fresno
 
CA
 
5,045

 
1,890

 
4,409

 
16

 
6,315

 
(585
)
 
10/1/2013
 
2012
CVS
 
Palmdale
 
CA
 
5,226

 
2,493

 
4,630

 
17

 
7,140

 
(614
)
 
10/1/2013
 
2012
CVS
 
Sacramento
 
CA
 
4,724

 
2,163

 
4,016

 
19

 
6,198

 
(533
)
 
10/1/2013
 
2012
CVS
 
Norwich
 
CT
 
5,454

 
1,998

 
5,995

 
15

 
8,008

 
(795
)
 
10/1/2013
 
2011
CVS
 
Dover
 
DE
 
2,046

 
4,081

 
—

 
—

 
4,081

 
—

 
2/7/2014
 
2010
CVS
 
Auburndale
 
FL
 
1,565

 
1,418

 
2,038

 
—

 
3,456

 
(214
)
 
2/7/2014
 
1999
CVS
 
Boca Raton
 
FL
 
2,625

 
—

 
3,560

 
—

 
3,560

 
(411
)
 
2/7/2014
 
2009
CVS
 
Ft. Myers
 
FL
 
3,025

 
2,335

 
3,502

 
—

 
5,837

 
(405
)
 
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

 
(460
)
 
2/7/2014
 
2009

F-119


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
CVS
 
Lakeland
 
FL
 
2,258

 
587

 
2,347

 
16

 
2,950

 
(312
)
 
10/1/2013
 
2012
CVS
 
Naples
 
FL
 
2,675

 
—

 
4,164

 
—

 
4,164

 
(442
)
 
2/7/2014
 
2009
CVS
 
New Port Richey
 
FL
 
1,661

 
1,149

 
2,966

 
—

 
4,115

 
(308
)
 
2/7/2014
 
2004
CVS
 
St. Augustine
 
FL
 
—

 
1,264

 
3,674

 
—

 
4,938

 
(389
)
 
2/7/2014
 
2008
CVS
 
St. Cloud
 
FL
 
2,626

 
1,534

 
1,875

 
—

 
3,409

 
(305
)
 
4/12/2013
 
2002
CVS
 
Alpharetta
 
GA
 
—

 
572

 
858

 
(12
)
 
1,418

 
(169
)
 
9/28/2012
 
1994
CVS
 
Athens
 
GA
 
—

 
1,282

 
4,546

 
—

 
5,828

 
(493
)
 
2/7/2014
 
2009
CVS
 
Ringgold
 
GA
 
1,948

 
1,346

 
2,939

 
—

 
4,285

 
(336
)
 
2/7/2014
 
2007
CVS
 
Stockbridge
 
GA
 
—

 
855

 
1,283

 
—

 
2,138

 
(221
)
 
2/28/2013
 
1998
CVS
 
Vidalia
 
GA
 
—

 
368

 
1,105

 
—

 
1,473

 
(218
)
 
9/28/2012
 
2000
CVS
 
Chicago
 
IL
 
—

 
1,029

 
6,346

 
—

 
7,375

 
(651
)
 
2/7/2014
 
2009
CVS
 
Dolton
 
IL
 
—

 
580

 
5,298

 
—

 
5,878

 
(530
)
 
2/7/2014
 
2008
CVS
 
Northbrook
 
IL
 
25,155

 
3,471

 
41,765

 
69

 
45,305

 
(3,612
)
 
2/7/2014
 
1980
CVS
 
Brazil
 
IN
 
—

 
419

 
2,456

 
—

 
2,875

 
(277
)
 
2/24/2014
 
1997
CVS
 
Edinburgh
 
IN
 
—

 
420

 
1,530

 
—

 
1,950

 
(176
)
 
2/24/2014
 
1998
CVS
 
Evansville
 
IN
 
1,850

 
227

 
3,060

 
—

 
3,287

 
(319
)
 
2/7/2014
 
2000
CVS
 
Franklin
 
IN
 
—

 
310

 
2,787

 
—

 
3,097

 
(634
)
 
3/29/2012
 
1999
CVS
 
Mishawaka
 
IN
 
2,258

 
409

 
4,532

 
—

 
4,941

 
(479
)
 
2/7/2014
 
2007
CVS
 
Tipton
 
IN
 
—

 
311

 
1,726

 
—

 
2,037

 
(198
)
 
2/24/2014
 
1998
CVS
 
Lawrence
 
KS
 
2,908

 
837

 
4,392

 
—

 
5,229

 
(464
)
 
2/7/2014
 
2009
CVS
 
Mandeville
 
LA
 
4,020

 
2,385

 
2,915

 
16

 
5,316

 
(387
)
 
10/1/2013
 
2012
CVS
 
Metairie
 
LA
 
4,121

 
1,895

 
3,519

 
16

 
5,430

 
(467
)
 
10/1/2013
 
2012
CVS
 
New Orleans
 
LA
 
3,719

 
2,439

 
2,439

 
16

 
4,894

 
(324
)
 
10/1/2013
 
2012
CVS
 
Slidell
 
LA
 
4,355

 
1,142

 
4,568

 
16

 
5,726

 
(606
)
 
10/1/2013
 
2012
CVS
 
Hingham
 
MA
 
5,695

 
1,873

 
5,619

 
15

 
7,507

 
(745
)
 
10/1/2013
 
2012
CVS
 
Malden
 
MA
 
5,360

 
1,757

 
5,271

 
14

 
7,042

 
(699
)
 
10/1/2013
 
2012
CVS
 
Detroit
 
MI
 
—

 
270

 
2,427

 
(5
)
 
2,692

 
(418
)
 
2/28/2013
 
1999
CVS
 
Harper Woods
 
MI
 
—

 
499

 
2,829

 
—

 
3,328

 
(488
)
 
2/28/2013
 
1999
CVS
 
Minneapolis
 
MN
 
—

 
266

 
4,693

 
—

 
4,959

 
(441
)
 
2/7/2014
 
2009
CVS
 
Independence
 
MO
 
—

 
780

 
3,121

 
—

 
3,901

 
(304
)
 
5/19/2014
 
2000
CVS
 
St. Joseph
 
MO
 
3,015

 
1,022

 
3,067

 
16

 
4,105

 
(407
)
 
10/1/2013
 
2012
CVS
 
Southaven
 
MS
 
3,030

 
1,849

 
3,217

 
—

 
5,066

 
(401
)
 
2/7/2014
 
2009

F-120


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
CVS
 
Southaven
 
MS
 
4,270

 
1,281

 
4,100

 
—

 
5,381

 
(501
)
 
2/7/2014
 
2009
CVS
 
Beaufort
 
NC
 
2,781

 
378

 
3,404

 
16

 
3,798

 
(452
)
 
10/1/2013
 
2011
CVS
 
Charlotte
 
NC
 
—

 
1,185

 
2,176

 
—

 
3,361

 
(219
)
 
2/7/2014
 
2008
CVS
 
Eden
 
NC
 
—

 
836

 
1,450

 
—

 
2,286

 
(154
)
 
2/7/2014
 
1998
CVS
 
Kernersville
 
NC
 
—

 
960

 
1,313

 
—

 
2,273

 
(138
)
 
2/7/2014
 
1998
CVS
 
Weaverville
 
NC
 
3,098

 
1,998

 
4,307

 
—

 
6,305

 
(488
)
 
2/7/2014
 
2009
CVS
 
Whiteville
 
NC
 
—

 
637

 
2,546

 
—

 
3,183

 
(244
)
 
5/19/2014
 
2004
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

 
(666
)
 
2/7/2014
 
2009
CVS
 
Albuquerque
 
NM
 
3,719

 
975

 
3,899

 
16

 
4,890

 
(518
)
 
10/1/2013
 
2011
CVS
 
Albuquerque
 
NM
 
3,920

 
1,029

 
4,118

 
17

 
5,164

 
(547
)
 
10/1/2013
 
2011
CVS
 
Las Cruces
 
NM
 
4,925

 
1,295

 
5,178

 
17

 
6,490

 
(687
)
 
10/1/2013
 
2012
CVS
 
North Las Vegas
 
NV
 
3,268

 
1,374

 
3,207

 
—

 
4,581

 
(649
)
 
8/22/2012
 
2004
CVS
 
Sparks
 
NV
 
—

 
486

 
5,894

 
—

 
6,380

 
(628
)
 
2/7/2014
 
2009
CVS
 
Henrietta
 
NY
 
—

 
965

 
1,180

 
(2
)
 
2,143

 
(221
)
 
11/8/2012
 
1997
CVS
 
Mineola
 
NY
 
2,280

 
—

 
5,120

 
—

 
5,120

 
(521
)
 
2/7/2014
 
2008
CVS
 
Warren
 
OH
 
—

 
560

 
1,622

 
—

 
2,182

 
(170
)
 
2/7/2014
 
2008
CVS
 
Oklahoma City
 
OK
 
—

 
569

 
1,609

 
—

 
2,178

 
(160
)
 
2/7/2014
 
1996
CVS
 
The Village
 
OK
 
3,425

 
520

 
4,730

 
—

 
5,250

 
(496
)
 
2/7/2014
 
2009
CVS
 
Tulsa
 
OK
 
2,446

 
950

 
2,216

 
16

 
3,182

 
(294
)
 
10/1/2013
 
2010
CVS
 
Freeland
 
PA
 
982

 
122

 
1,096

 
—

 
1,218

 
(222
)
 
8/8/2012
 
2004
CVS
 
Mechanicsburg
 
PA
 
3,582

 
1,155

 
3,465

 
—

 
4,620

 
(650
)
 
11/29/2012
 
2008
CVS
 
New Castle
 
PA
 
1,562

 
412

 
2,337

 
—

 
2,749

 
(450
)
 
10/31/2012
 
1999
CVS
 
Shippensburg
 
PA
 
1,859

 
351

 
1,988

 
—

 
2,339

 
(343
)
 
2/8/2013
 
2002
CVS
 
Titusville
 
PA
 
—

 
670

 
683

 
—

 
1,353

 
(150
)
 
2/7/2014
 
1998
CVS
 
Towanda
 
PA
 
878

 
—

 
877

 
19

 
896

 
(142
)
 
4/24/2013
 
2003
CVS
 
Anderson
 
SC
 
—

 
623

 
1,389

 
—

 
2,012

 
(141
)
 
2/7/2014
 
1998
CVS
 
Cayce
 
SC
 
—

 
1,750

 
2,701

 
—

 
4,451

 
(315
)
 
2/7/2014
 
2009
CVS
 
Columbia
 
SC
 
2,278

 
—

 
2,811

 
—

 
2,811

 
(415
)
 
7/2/2013
 
2006
CVS
 
Greenville
 
SC
 
—

 
169

 
1,520

 
—

 
1,689

 
(262
)
 
2/28/2013
 
1997
CVS
 
Greenville
 
SC
 
—

 
1,108

 
1,816

 
—

 
2,924

 
(199
)
 
2/7/2014
 
1998

F-121


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
CVS
 
Piedmont
 
SC
 
—

 
836

 
1,206

 
—

 
2,042

 
(121
)
 
2/7/2014
 
1998
CVS
 
Jackson
 
TN
 
3,082

 
1,209

 
2,822

 
16

 
4,047

 
(375
)
 
10/1/2013
 
2012
CVS
 
Knoxville
 
TN
 
2,613

 
1,190

 
2,210

 
16

 
3,416

 
(294
)
 
10/1/2013
 
2011
CVS
 
Nashville
 
TN
 
—

 
203

 
1,148

 
(4
)
 
1,347

 
(226
)
 
9/28/2012
 
1996
CVS
 
Brownsville
 
TX
 
—

 
704

 
4,938

 
—

 
5,642

 
(516
)
 
2/7/2014
 
2009
CVS
 
Converse
 
TX
 
3,538

 
1,390

 
3,243

 
15

 
4,648

 
(431
)
 
10/1/2013
 
2011
CVS
 
Dumas
 
TX
 
2,312

 
846

 
2,537

 
16

 
3,399

 
(337
)
 
10/1/2013
 
2011
CVS
 
Duncanville
 
TX
 
—

 
670

 
2,681

 
—

 
3,351

 
(264
)
 
5/19/2014
 
2000
CVS
 
Edinburg
 
TX
 
—

 
1,179

 
3,060

 
—

 
4,239

 
(337
)
 
2/7/2014
 
2008
CVS
 
Elsa
 
TX
 
2,814

 
915

 
2,744

 
16

 
3,675

 
(364
)
 
10/1/2013
 
2011
CVS
 
Ft . Worth
 
TX
 
4,147

 
2,453

 
3,679

 
15

 
6,147

 
(488
)
 
10/1/2013
 
2011
CVS
 
Gainesville
 
TX
 
2,215

 
341

 
3,334

 
—

 
3,675

 
(339
)
 
2/7/2014
 
2003
CVS
 
Lago Vista
 
TX
 
—

 
1,183

 
4,731

 
—

 
5,914

 
(453
)
 
5/19/2014
 
2005
CVS
 
San Antonio
 
TX
 
3,806

 
1,996

 
2,993

 
15

 
5,004

 
(397
)
 
10/1/2013
 
2011
CVS
 
San Antonio
 
TX
 
4,422

 
2,034

 
3,778

 
15

 
5,827

 
(501
)
 
10/1/2013
 
2011
CVS
 
San Antonio
 
TX
 
2,660

 
868

 
2,605

 
16

 
3,489

 
(346
)
 
10/1/2013
 
2012
CVS
 
San Juan
 
TX
 
2,345

 
610

 
2,441

 
16

 
3,067

 
(324
)
 
10/1/2013
 
2012
CVS
 
Sherman
 
TX
 
—

 
336

 
4,045

 
—

 
4,381

 
(397
)
 
2/7/2014
 
1999
CVS
 
Hardy
 
VA
 
2,035

 
686

 
2,059

 
—

 
2,745

 
(324
)
 
5/16/2013
 
2005
CVS
 
Lynchburg
 
VA
 
1,748

 
914

 
2,987

 
—

 
3,901

 
(317
)
 
2/7/2014
 
1999
CVS
 
Madison Heights
 
VA
 
1,592

 
1,015

 
2,589

 
—

 
3,604

 
(271
)
 
2/7/2014
 
1997
CVS
 
Norfolk
 
VA
 
2,399

 
697

 
2,789

 
16

 
3,502

 
(370
)
 
10/1/2013
 
2011
CVS
 
Portsmouth
 
VA
 
3,367

 
1,230

 
3,690

 
16

 
4,936

 
(490
)
 
10/1/2013
 
2012
CVS
 
Roanoke
 
VA
 
2,269

 
825

 
2,474

 
14

 
3,313

 
(329
)
 
10/1/2013
 
2011
CVS
 
Virginia Beach
 
VA
 
3,114

 
683

 
3,868

 
14

 
4,565

 
(513
)
 
10/1/2013
 
2012
CVS
 
Williamsburg
 
VA
 
4,115

 
907

 
5,137

 
16

 
6,060

 
(681
)
 
10/1/2013
 
2011
Dahl's
 
Des Moines
 
IA
 
—

 
628

 
3,947

 
—

 
4,575

 
(415
)
 
2/7/2014
 
1947
Dahl's
 
Des Moines
 
IA
 
—

 
1,163

 
1,649

 
—

 
2,812

 
(175
)
 
2/7/2014
 
1959
Dahl's
 
Des Moines
 
IA
 
—

 
2,871

 
11,761

 
—

 
14,632

 
(1,205
)
 
2/7/2014
 
2011
Dahl's
 
Johnston
 
IA
 
—

 
3,202

 
6,644

 
—

 
9,846

 
(699
)
 
2/7/2014
 
2000
Dairy Queen
 
Mauldin
 
SC
 
—

 
133

 
—

 
—

 
133

 
—

 
6/27/2013
 
1995
Dairy Queen
 
Alto
 
TX
 
—

 
50

 
110

 
—

 
160

 
(15
)
 
6/27/2013
 
1995

F-122


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dairy Queen
 
Pineland
 
TX
 
—

 
40

 
120

 
—

 
160

 
(16
)
 
6/27/2013
 
1995
Dairy Queen
 
Silsbee
 
TX
 
—

 
60

 
100

 
—

 
160

 
(14
)
 
6/27/2013
 
1995
Dairy Queen
 
Woodville
 
TX
 
—

 
98

 
65

 
—

 
163

 
(8
)
 
7/31/2013
 
1980
DaVita Dialysis
 
Osceola
 
AR
 
—

 
137

 
1,232

 
—

 
1,369

 
(162
)
 
3/28/2013
 
2009
DaVita Dialysis
 
Casselberry
 
FL
 
—

 
392

 
2,320

 
—

 
2,712

 
(206
)
 
2/7/2014
 
2007
DaVita Dialysis
 
Palatka
 
FL
 
—

 
207

 
1,173

 
—

 
1,380

 
(140
)
 
6/5/2013
 
2013
DaVita Dialysis
 
Sanford
 
FL
 
—

 
530

 
2,793

 
—

 
3,323

 
(231
)
 
2/7/2014
 
2005
DaVita Dialysis
 
Augusta
 
GA
 
—

 
118

 
1,818

 
—

 
1,936

 
(133
)
 
2/7/2014
 
2000
DaVita Dialysis
 
Douglasville
 
GA
 
—

 
119

 
1,858

 
—

 
1,977

 
(136
)
 
2/7/2014
 
2001
DaVita Dialysis
 
Ft. Wayne
 
IN
 
—

 
394

 
2,963

 
—

 
3,357

 
(228
)
 
2/7/2014
 
2008
DaVita Dialysis
 
Hiawatha
 
KS
 
—

 
69

 
1,302

 
—

 
1,371

 
(161
)
 
5/30/2013
 
2012
DaVita Dialysis
 
New Orleans
 
LA
 
—

 
511

 
2,237

 
—

 
2,748

 
(119
)
 
9/30/2014
 
2010
DaVita Dialysis
 
Allen Park
 
MI
 
—

 
209

 
1,885

 
—

 
2,094

 
(310
)
 
12/31/2012
 
1955
DaVita Dialysis
 
Grand Rapids
 
MI
 
—

 
215

 
1,794

 
—

 
2,009

 
(151
)
 
2/7/2014
 
1997
DaVita Dialysis
 
Clinton
 
MO
 
—

 
128

 
896

 
—

 
1,024

 
(81
)
 
2/26/2014
 
2003
DaVita Dialysis
 
St. Pauls
 
NC
 
—

 
138

 
1,246

 
—

 
1,384

 
(139
)
 
8/2/2013
 
2006
DaVita Dialysis
 
Lawrenceville
 
NJ
 
—

 
633

 
2,757

 
—

 
3,390

 
(226
)
 
2/7/2014
 
2009
DaVita Dialysis
 
Akron
 
OH
 
—

 
312

 
1,994

 
—

 
2,306

 
(162
)
 
3/31/2014
 
1932
DaVita Dialysis
 
Cincinnati
 
OH
 
—

 
219

 
878

 
(3
)
 
1,094

 
(115
)
 
3/28/2013
 
2008
DaVita Dialysis
 
Georgetown
 
OH
 
—

 
125

 
706

 
(1
)
 
830

 
(92
)
 
3/28/2013
 
2009
DaVita Dialysis
 
Willow Grove
 
PA
 
—

 
311

 
3,886

 
—

 
4,197

 
(298
)
 
2/7/2014
 
1989
DaVita Dialysis
 
Hartsville
 
SC
 
—

 
126

 
1,136

 
—

 
1,262

 
(140
)
 
5/30/2013
 
2013
DaVita Dialysis
 
Beeville
 
TX
 
—

 
99

 
1,879

 
—

 
1,978

 
(309
)
 
12/31/2012
 
1979
DaVita Dialysis
 
Federal Way
 
WA
 
17,751

 
1,929

 
22,357

 
—

 
24,286

 
(4,354
)
 
11/21/2012
 
2000
DC Sports Bar & Steakhouse
 
Eunice
 
LA
 
—

 
500

 
262

 
(61
)
 
701

 
(7
)
 
6/27/2013
 
1995
Deals R Us
 
Virginia Beach
 
VA
 
959

 
934

 
—

 
45

 
979

 
(1
)
 
2/21/2014
 
1997
Del Monte
 
Lathrop
 
CA
 
—

 
—

 
41,318

 
—

 
41,318

 
(5,356
)
 
11/5/2013
 
1993
Dell Perot Systems
 
Lincoln
 
NE
 
—

 
2,812

 
25,566

 
—

 
28,378

 
(2,245
)
 
2/7/2014
 
2009
Denny's
 
Mesa
 
AZ
 
—

 
1,089

 
891

 
—

 
1,980

 
(130
)
 
7/31/2013
 
1994
Denny's
 
Peoria
 
AZ
 
—

 
310

 
457

 
—

 
767

 
(67
)
 
6/27/2013
 
1995
Denny's
 
Phoenix
 
AZ
 
—

 
825

 
1,237

 
—

 
2,062

 
(181
)
 
7/31/2013
 
2005
Denny's
 
Scottsdale
 
AZ
 
—

 
736

 
491

 
—

 
1,227

 
(72
)
 
7/31/2013
 
1980

F-123


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Denny's
 
Tempe
 
AZ
 
—

 
378

 
245

 
—

 
623

 
(32
)
 
6/27/2013
 
1980
Denny's
 
Tempe
 
AZ
 
—

 
1,567

 
844

 
—

 
2,411

 
(123
)
 
7/31/2013
 
1995
Denny's
 
Idaho Falls
 
ID
 
—

 
196

 
432

 
—

 
628

 
(51
)
 
6/27/2013
 
1995
Denny's
 
Merriam
 
KS
 
—

 
390

 
1,150

 
—

 
1,540

 
(162
)
 
6/27/2013
 
1995
Denny's
 
Topeka
 
KS
 
—

 
630

 
446

 
—

 
1,076

 
(63
)
 
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

 
(311
)
 
6/27/2013
 
1995
Denny's
 
Kansas City
 
MO
 
—

 
750

 
686

 
—

 
1,436

 
(97
)
 
6/27/2013
 
1995
Denny's
 
N. Kansas City
 
MO
 
—

 
630

 
937

 
—

 
1,567

 
(132
)
 
6/27/2013
 
1995
Denny's
 
Sedalia
 
MO
 
—

 
500

 
783

 
—

 
1,283

 
(110
)
 
6/27/2013
 
1995
Denny's
 
Black Mountain
 
NC
 
—

 
210

 
505

 
—

 
715

 
(71
)
 
6/27/2013
 
1995
Denny's
 
Mooresville
 
NC
 
—

 
250

 
841

 
—

 
1,091

 
(118
)
 
6/27/2013
 
1995
Denny's
 
Henrietta
 
NY
 
—

 
361

 
241

 
—

 
602

 
(35
)
 
7/31/2013
 
1970
Denny's
 
Watertown
 
NY
 
—

 
330

 
1,107

 
—

 
1,437

 
(156
)
 
6/27/2013
 
1995
Denny's
 
Fremont
 
OH
 
—

 
320

 
975

 
—

 
1,295

 
(137
)
 
6/27/2013
 
1995
Denny's
 
Marion
 
OH
 
—

 
115

 
390

 
—

 
505

 
(57
)
 
6/27/2013
 
1989
Denny's
 
Ontario
 
OR
 
—

 
240

 
1,067

 
—

 
1,307

 
(150
)
 
6/27/2013
 
1995
Denny's
 
Columbia
 
SC
 
—

 
490

 
1,115

 
(260
)
 
1,345

 
(29
)
 
6/27/2013
 
1995
Denny's
 
Greenville
 
SC
 
—

 
570

 
554

 
—

 
1,124

 
(78
)
 
6/27/2013
 
1995
Denny's
 
Pasadena
 
TX
 
—

 
500

 
1,316

 
—

 
1,816

 
(186
)
 
6/27/2013
 
1995
Dick's Sporting Goods
 
Fort Gratiot
 
MI
 
—

 
722

 
7,743

 
—

 
8,465

 
(813
)
 
2/7/2014
 
2010
Dick's Sporting Goods
 
Moore
 
OK
 
—

 
1,243

 
10,426

 
—

 
11,669

 
(1,076
)
 
2/7/2014
 
2012
Dick's Sporting Goods
 
Charleston
 
SC
 
—

 
3,733

 
5,025

 
—

 
8,758

 
(546
)
 
2/7/2014
 
2005
Dick's Sporting Goods
 
Jackson
 
TN
 
—

 
1,346

 
6,106

 
—

 
7,452

 
(636
)
 
2/7/2014
 
2007
DJO, LLC
 
Vista
 
CA
 
—

 
3,732

 
16,868

 
—

 
20,600

 
(3,271
)
 
8/15/2014
 
2006
Dollar General
 
Andalusia
 
AL
 
—

 
317

 
914

 
—

 
1,231

 
(36
)
 
7/24/2014
 
2014
Dollar General
 
Birmingham
 
AL
 
—

 
156

 
882

 
—

 
1,038

 
(175
)
 
6/6/2012
 
2012
Dollar General
 
Bremen
 
AL
 
—

 
59

 
1,017

 
—

 
1,076

 
(67
)
 
9/29/2014
 
2014
Dollar General
 
Butler
 
AL
 
—

 
338

 
1,093

 
—

 
1,431

 
(111
)
 
3/28/2014
 
2014
Dollar General
 
Childersburg
 
AL
 
—

 
328

 
986

 
—

 
1,314

 
(105
)
 
2/7/2014
 
2013
Dollar General
 
Chunchula
 
AL
 
—

 
174

 
697

 
—

 
871

 
(145
)
 
4/26/2012
 
2012
Dollar General
 
Cullman
 
AL
 
—

 
331

 
780

 
—

 
1,111

 
(79
)
 
3/28/2014
 
2013

F-124


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Cullman
 
AL
 
—

 
221

 
861

 
—

 
1,082

 
(51
)
 
9/26/2014
 
2014
Dollar General
 
Frisco City
 
AL
 
—

 
121

 
836

 
—

 
957

 
(89
)
 
2/26/2014
 
2014
Dollar General
 
Gardendale
 
AL
 
—

 
142

 
805

 
—

 
947

 
(153
)
 
8/9/2012
 
2012
Dollar General
 
Hartselle
 
AL
 
—

 
473

 
983

 
—

 
1,456

 
(105
)
 
2/7/2014
 
2013
Dollar General
 
Headland
 
AL
 
—

 
387

 
1,091

 
—

 
1,478

 
(70
)
 
8/13/2014
 
2014
Dollar General
 
Mobile
 
AL
 
—

 
207

 
1,039

 
—

 
1,246

 
(109
)
 
2/7/2014
 
2013
Dollar General
 
Moulton
 
AL
 
—

 
517

 
1,207

 
—

 
1,724

 
(251
)
 
4/26/2012
 
2012
Dollar General
 
Mt. Vernon
 
AL
 
—

 
260

 
1,402

 
—

 
1,662

 
(149
)
 
2/7/2014
 
2013
Dollar General
 
Ohatchee
 
AL
 
—

 
97

 
942

 
—

 
1,039

 
(75
)
 
4/17/2014
 
2014
Dollar General
 
Phenix City
 
AL
 
—

 
267

 
929

 
—

 
1,196

 
(97
)
 
2/7/2014
 
2012
Dollar General
 
Phenix City
 
AL
 
—

 
386

 
1,104

 
—

 
1,490

 
(117
)
 
2/7/2014
 
2013
Dollar General
 
Red Level
 
AL
 
300

 
120

 
680

 
—

 
800

 
(161
)
 
10/31/2011
 
2010
Dollar General
 
Sylacauga
 
AL
 
—

 
120

 
968

 
—

 
1,088

 
(101
)
 
2/7/2014
 
2013
Dollar General
 
Tarrant
 
AL
 
—

 
217

 
869

 
—

 
1,086

 
(197
)
 
12/12/2011
 
2011
Dollar General
 
Troy
 
AL
 
—

 
67

 
963

 
—

 
1,030

 
(101
)
 
2/7/2014
 
2013
Dollar General
 
Tuscaloosa
 
AL
 
300

 
133

 
756

 
—

 
889

 
(172
)
 
12/30/2011
 
2011
Dollar General
 
Vance
 
AL
 
—

 
191

 
731

 
—

 
922

 
(74
)
 
3/28/2014
 
2014
Dollar General
 
Ash Flat
 
AR
 
—

 
44

 
132

 
(2
)
 
174

 
(26
)
 
6/19/2012
 
1997
Dollar General
 
Batesville
 
AR
 
—

 
32

 
285

 
—

 
317

 
(39
)
 
7/25/2013
 
1998
Dollar General
 
Batesville
 
AR
 
—

 
42

 
374

 
—

 
416

 
(52
)
 
7/25/2013
 
1999
Dollar General
 
Beebe
 
AR
 
—

 
51

 
478

 
—

 
529

 
(64
)
 
7/25/2013
 
1999
Dollar General
 
Bella Vista
 
AR
 
—

 
129

 
302

 
—

 
431

 
(70
)
 
11/10/2011
 
2005
Dollar General
 
Bergman
 
AR
 
—

 
113

 
639

 
—

 
752

 
(124
)
 
7/2/2012
 
2011
Dollar General
 
Blytheville
 
AR
 
—

 
30

 
285

 
—

 
315

 
(38
)
 
7/25/2013
 
2000
Dollar General
 
Carlisle
 
AR
 
—

 
13

 
245

 
(2
)
 
256

 
(56
)
 
11/10/2011
 
2005
Dollar General
 
Des Arc
 
AR
 
—

 
56

 
508

 
—

 
564

 
(70
)
 
7/25/2013
 
1999
Dollar General
 
Dumas
 
AR
 
—

 
46

 
412

 
—

 
458

 
(57
)
 
7/25/2013
 
2000
Dollar General
 
Flippin
 
AR
 
—

 
53

 
64

 
(1
)
 
116

 
(13
)
 
6/19/2012
 
1994
Dollar General
 
Gassville
 
AR
 
—

 
54

 
325

 
—

 
379

 
(44
)
 
7/25/2013
 
1999
Dollar General
 
Green Forest
 
AR
 
—

 
52

 
303

 
—

 
355

 
(69
)
 
11/10/2011
 
2005
Dollar General
 
Higden
 
AR
 
—

 
52

 
469

 
—

 
521

 
(65
)
 
7/25/2013
 
1995
Dollar General
 
Lake Village
 
AR
 
—

 
64

 
362

 
—

 
426

 
(50
)
 
7/25/2013
 
1995

F-125


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Lepanto
 
AR
 
—

 
43

 
389

 
—

 
432

 
(54
)
 
7/25/2013
 
1995
Dollar General
 
Little Rock
 
AR
 
—

 
73

 
412

 
—

 
485

 
(57
)
 
7/25/2013
 
1995
Dollar General
 
Marvell
 
AR
 
—

 
40

 
364

 
—

 
404

 
(50
)
 
7/25/2013
 
1995
Dollar General
 
Maynard
 
AR
 
—

 
73

 
654

 
—

 
727

 
(112
)
 
12/4/2012
 
1995
Dollar General
 
Mcgehee
 
AR
 
—

 
25

 
228

 
—

 
253

 
(31
)
 
7/25/2013
 
1998
Dollar General
 
Quitman
 
AR
 
—

 
45

 
426

 
—

 
471

 
(57
)
 
7/25/2013
 
2001
Dollar General
 
Searcy
 
AR
 
—

 
29

 
263

 
—

 
292

 
(36
)
 
7/25/2013
 
1998
Dollar General
 
Tuckerman
 
AR
 
—

 
49

 
280

 
—

 
329

 
(39
)
 
7/25/2013
 
1999
Dollar General
 
White Hall
 
AR
 
—

 
43

 
388

 
—

 
431

 
(54
)
 
7/25/2013
 
1999
Dollar General
 
Wooster
 
AR
 
—

 
74

 
664

 
—

 
738

 
(113
)
 
12/4/2012
 
1995
Dollar General
 
Grand Ridge
 
FL
 
300

 
76

 
684

 
—

 
760

 
(155
)
 
12/30/2011
 
2010
Dollar General
 
Lakeland
 
FL
 
—

 
413

 
1,810

 
—

 
2,223

 
(186
)
 
2/7/2014
 
2012
Dollar General
 
Molino
 
FL
 
400

 
178

 
1,007

 
—

 
1,185

 
(238
)
 
10/31/2011
 
2011
Dollar General
 
Palatka
 
FL
 
—

 
113

 
1,196

 
—

 
1,309

 
(109
)
 
5/7/2014
 
2013
Dollar General
 
Panama City
 
FL
 
—

 
139

 
312

 
—

 
451

 
(55
)
 
6/19/2012
 
1987
Dollar General
 
Guyton
 
GA
 
—

 
213

 
852

 
—

 
1,065

 
(122
)
 
6/3/2013
 
2011
Dollar General
 
Lyerly
 
GA
 
—

 
251

 
992

 
—

 
1,243

 
(103
)
 
2/7/2014
 
2012
Dollar General
 
Shiloh
 
GA
 
—

 
150

 
743

 
—

 
893

 
(69
)
 
8/13/2014
 
2014
Dollar General
 
Thomaston
 
GA
 
—

 
308

 
972

 
—

 
1,280

 
(103
)
 
2/7/2014
 
2013
Dollar General
 
Cedar Falls
 
IA
 
—

 
96

 
862

 
—

 
958

 
(115
)
 
8/28/2013
 
2013
Dollar General
 
Center Point
 
IA
 
—

 
136

 
772

 
—

 
908

 
(132
)
 
12/31/2012
 
2012
Dollar General
 
Chariton
 
IA
 
—

 
165

 
934

 
—

 
1,099

 
(177
)
 
8/31/2012
 
2012
Dollar General
 
Eagle Grove
 
IA
 
—

 
100

 
902

 
—

 
1,002

 
(125
)
 
7/9/2013
 
2013
Dollar General
 
Estherville
 
IA
 
—

 
226

 
903

 
—

 
1,129

 
(163
)
 
10/25/2012
 
2012
Dollar General
 
Hampton
 
IA
 
—

 
188

 
751

 
—

 
939

 
(163
)
 
2/1/2012
 
2012
Dollar General
 
Lake Mills
 
IA
 
—

 
81

 
728

 
—

 
809

 
(158
)
 
2/1/2012
 
2012
Dollar General
 
Nashua
 
IA
 
—

 
136

 
768

 
—

 
904

 
(142
)
 
9/6/2012
 
2012
Dollar General
 
Ottumwa
 
IA
 
—

 
143

 
812

 
—

 
955

 
(135
)
 
1/31/2013
 
2012
Dollar General
 
Altamont
 
IL
 
531

 
211

 
844

 
—

 
1,055

 
(180
)
 
3/9/2012
 
2012
Dollar General
 
Carthage
 
IL
 
—

 
48

 
908

 
—

 
956

 
(172
)
 
8/31/2012
 
2012
Dollar General
 
Desoto
 
IL
 
—

 
138

 
784

 
—

 
922

 
(123
)
 
3/26/2013
 
2013
Dollar General
 
Fairbury
 
IL
 
—

 
96

 
867

 
—

 
963

 
(124
)
 
6/7/2013
 
2013

F-126


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Galatia
 
IL
 
—

 
87

 
1,008

 
—

 
1,095

 
(61
)
 
7/29/2014
 
2014
Dollar General
 
Henry
 
IL
 
—

 
104

 
934

 
—

 
1,038

 
(138
)
 
5/23/2013
 
2013
Dollar General
 
Jacksonville
 
IL
 
—

 
145

 
823

 
—

 
968

 
(156
)
 
8/31/2012
 
2012
Dollar General
 
Jonesboro
 
IL
 
—

 
77

 
309

 
—

 
386

 
(72
)
 
11/10/2011
 
2007
Dollar General
 
Lexington
 
IL
 
—

 
100

 
899

 
—

 
999

 
(166
)
 
9/21/2012
 
2012
Dollar General
 
Mackinaw
 
IL
 
—

 
149

 
1,011

 
—

 
1,160

 
(108
)
 
2/25/2014
 
2013
Dollar General
 
Mahomet
 
IL
 
—

 
292

 
877

 
—

 
1,169

 
(117
)
 
8/22/2013
 
2013
Dollar General
 
Marion
 
IL
 
—

 
153

 
867

 
—

 
1,020

 
(160
)
 
9/24/2012
 
1995
Dollar General
 
Minonk
 
IL
 
—

 
56

 
1,034

 
—

 
1,090

 
(64
)
 
7/2/2014
 
2014
Dollar General
 
Mount Morris
 
IL
 
—

 
97

 
877

 
—

 
974

 
(150
)
 
12/17/2012
 
2012
Dollar General
 
Park Forest
 
IL
 
—

 
390

 
1,036

 
—

 
1,426

 
(58
)
 
8/1/2014
 
2013
Dollar General
 
Pittsburg
 
IL
 
—

 
97

 
915

 
—

 
1,012

 
(93
)
 
3/31/2014
 
2014
Dollar General
 
Rockford
 
IL
 
—

 
464

 
597

 
—

 
1,061

 
(41
)
 
6/18/2014
 
2014
Dollar General
 
Roodhouse
 
IL
 
—

 
207

 
829

 
—

 
1,036

 
(142
)
 
12/31/2012
 
1995
Dollar General
 
Savanna
 
IL
 
—

 
273

 
1,093

 
—

 
1,366

 
(187
)
 
12/31/2012
 
2012
Dollar General
 
South Pekin
 
IL
 
—

 
104

 
933

 
—

 
1,037

 
(124
)
 
8/14/2013
 
2013
Dollar General
 
Bainbridge
 
IN
 
—

 
131

 
765

 
—

 
896

 
(44
)
 
9/22/2014
 
2010
Dollar General
 
Medaryville
 
IN
 
—

 
96

 
914

 
—

 
1,010

 
(89
)
 
7/31/2014
 
2014
Dollar General
 
Monroeville
 
IN
 
—

 
112

 
636

 
—

 
748

 
(144
)
 
12/22/2011
 
2011
Dollar General
 
Porter
 
IN
 
—

 
243

 
995

 
—

 
1,238

 
(43
)
 
5/29/2014
 
2014
Dollar General
 
Rensselaer
 
IN
 
—

 
111

 
957

 
—

 
1,068

 
(66
)
 
7/30/2014
 
2014
Dollar General
 
Richland
 
IN
 
—

 
156

 
887

 
—

 
1,043

 
(44
)
 
4/30/2014
 
2014
Dollar General
 
Schneider
 
IN
 
—

 
124

 
1,010

 
—

 
1,134

 
(57
)
 
9/17/2014
 
2014
Dollar General
 
Auburn
 
KS
 
—

 
42

 
801

 
—

 
843

 
(152
)
 
8/31/2012
 
2009
Dollar General
 
Cottonwood Falls
 
KS
 
—

 
89

 
802

 
—

 
891

 
(152
)
 
8/31/2012
 
2009
Dollar General
 
Erie
 
KS
 
—

 
42

 
790

 
—

 
832

 
(150
)
 
8/31/2012
 
2009
Dollar General
 
Garden City
 
KS
 
—

 
136

 
771

 
—

 
907

 
(146
)
 
8/31/2012
 
2010
Dollar General
 
Harper
 
KS
 
—

 
91

 
818

 
—

 
909

 
(155
)
 
8/31/2012
 
2009
Dollar General
 
Humboldt
 
KS
 
—

 
44

 
828

 
—

 
872

 
(157
)
 
8/31/2012
 
2010
Dollar General
 
Kingman
 
KS
 
—

 
142

 
804

 
—

 
946

 
(152
)
 
8/31/2012
 
2010
Dollar General
 
Medicine Lodge
 
KS
 
—

 
40

 
765

 
—

 
805

 
(145
)
 
8/31/2012
 
2010
Dollar General
 
Minneapolis
 
KS
 
—

 
43

 
816

 
—

 
859

 
(155
)
 
8/31/2012
 
2010

F-127


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Pomona
 
KS
 
—

 
42

 
796

 
—

 
838

 
(151
)
 
8/31/2012
 
2010
Dollar General
 
Sedan
 
KS
 
—

 
42

 
792

 
—

 
834

 
(150
)
 
8/31/2012
 
2009
Dollar General
 
Syracuse
 
KS
 
—

 
43

 
817

 
—

 
860

 
(155
)
 
8/31/2012
 
2010
Dollar General
 
Berea
 
KY
 
—

 
138

 
781

 
—

 
919

 
(115
)
 
5/30/2013
 
2012
Dollar General
 
Coldiron
 
KY
 
—

 
187

 
747

 
—

 
934

 
(110
)
 
5/30/2013
 
2013
Dollar General
 
East Bernstadt
 
KY
 
—

 
141

 
799

 
—

 
940

 
(118
)
 
5/30/2013
 
2012
Dollar General
 
Eubank
 
KY
 
—

 
137

 
775

 
—

 
912

 
(114
)
 
5/30/2013
 
2013
Dollar General
 
Monticello
 
KY
 
—

 
251

 
867

 
—

 
1,118

 
(83
)
 
4/25/2014
 
2012
Dollar General
 
Nancy
 
KY
 
—

 
81

 
733

 
—

 
814

 
(153
)
 
4/26/2012
 
2011
Dollar General
 
Whitesburg
 
KY
 
—

 
211

 
845

 
—

 
1,056

 
(125
)
 
5/30/2013
 
2012
Dollar General
 
Bastrop
 
LA
 
—

 
148

 
838

 
—

 
986

 
(116
)
 
7/1/2013
 
2013
Dollar General
 
Choudrant
 
LA
 
300

 
83

 
745

 
—

 
828

 
(162
)
 
2/6/2012
 
2011
Dollar General
 
Converse
 
LA
 
—

 
84

 
756

 
—

 
840

 
(140
)
 
9/26/2012
 
2012
Dollar General
 
Doyline
 
LA
 
—

 
88

 
793

 
—

 
881

 
(139
)
 
11/27/2012
 
2012
Dollar General
 
Gardner
 
LA
 
457

 
138

 
784

 
—

 
922

 
(167
)
 
3/8/2012
 
2012
Dollar General
 
Grambling
 
LA
 
—

 
597

 
719

 
—

 
1,316

 
(80
)
 
2/7/2014
 
2012
Dollar General
 
Jonesville
 
LA
 
—

 
103

 
929

 
—

 
1,032

 
(172
)
 
9/27/2012
 
2012
Dollar General
 
Keithville
 
LA
 
—

 
83

 
750

 
—

 
833

 
(146
)
 
7/26/2012
 
2012
Dollar General
 
Lake Charles
 
LA
 
—

 
102

 
919

 
—

 
1,021

 
(200
)
 
2/29/2012
 
2012
Dollar General
 
Lake Charles
 
LA
 
—

 
406

 
770

 
—

 
1,176

 
(82
)
 
2/7/2014
 
2012
Dollar General
 
Mangham
 
LA
 
300

 
40

 
759

 
—

 
799

 
(165
)
 
2/6/2012
 
2011
Dollar General
 
Mount Hermon
 
LA
 
400

 
94

 
842

 
—

 
936

 
(183
)
 
2/6/2012
 
2009
Dollar General
 
New Iberia
 
LA
 
—

 
315

 
736

 
—

 
1,051

 
(153
)
 
4/26/2012
 
2011
Dollar General
 
Patterson
 
LA
 
—

 
259

 
1,035

 
—

 
1,294

 
(216
)
 
4/26/2012
 
2011
Dollar General
 
Monroe
 
LA
 
400

 
97

 
869

 
—

 
966

 
(189
)
 
2/6/2012
 
2011
Dollar General
 
Sarepta
 
LA
 
—

 
131

 
743

 
—

 
874

 
(141
)
 
8/9/2012
 
2011
Dollar General
 
St. Martinville
 
LA
 
—

 
175

 
1,028

 
—

 
1,203

 
(109
)
 
2/7/2014
 
2012
Dollar General
 
Thibodaux
 
LA
 
—

 
234

 
1,146

 
—

 
1,380

 
(122
)
 
2/7/2014
 
2012
Dollar General
 
West Monroe
 
LA
 
—

 
153

 
869

 
—

 
1,022

 
(185
)
 
3/9/2012
 
1995
Dollar General
 
Zachary
 
LA
 
—

 
248

 
743

 
—

 
991

 
(155
)
 
4/26/2012
 
2011
Dollar General
 
Adams
 
MA
 
—

 
254

 
1,016

 
—

 
1,270

 
(126
)
 
10/10/2013
 
2012
Dollar General
 
Bangor
 
MI
 
—

 
173

 
691

 
—

 
864

 
(134
)
 
7/10/2012
 
2012

F-128


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Bronson
 
MI
 
—

 
97

 
436

 
—

 
533

 
(67
)
 
8/6/2014
 
1965
Dollar General
 
Cadillac
 
MI
 
467

 
187

 
747

 
—

 
934

 
(159
)
 
3/16/2012
 
2012
Dollar General
 
Camden
 
MI
 
—

 
138

 
781

 
—

 
919

 
(126
)
 
2/27/2013
 
2013
Dollar General
 
Carleton
 
MI
 
445

 
222

 
666

 
—

 
888

 
(142
)
 
3/16/2012
 
2011
Dollar General
 
Covert
 
MI
 
—

 
37

 
704

 
—

 
741

 
(133
)
 
8/30/2012
 
2012
Dollar General
 
Durand
 
MI
 
455

 
181

 
726

 
—

 
907

 
(148
)
 
5/18/2012
 
2012
Dollar General
 
East Jordan
 
MI
 
—

 
125

 
709

 
—

 
834

 
(138
)
 
7/10/2012
 
2012
Dollar General
 
Flint
 
MI
 
416

 
83

 
743

 
—

 
826

 
(151
)
 
5/18/2012
 
2012
Dollar General
 
Flint
 
MI
 
—

 
91

 
820

 
—

 
911

 
(148
)
 
10/31/2012
 
2012
Dollar General
 
Gaylord
 
MI
 
—

 
172

 
687

 
—

 
859

 
(133
)
 
7/10/2012
 
2012
Dollar General
 
Iron River
 
MI
 
—

 
86

 
777

 
—

 
863

 
(147
)
 
8/30/2012
 
2012
Dollar General
 
Manchester
 
MI
 
—

 
213

 
853

 
—

 
1,066

 
(138
)
 
2/27/2013
 
2013
Dollar General
 
Manistique
 
MI
 
—

 
155

 
876

 
—

 
1,031

 
(141
)
 
2/27/2013
 
2012
Dollar General
 
Melvindale
 
MI
 
—

 
242

 
967

 
—

 
1,209

 
(192
)
 
6/26/2012
 
2012
Dollar General
 
Mount Morris
 
MI
 
—

 
110

 
988

 
—

 
1,098

 
(160
)
 
2/27/2013
 
2012
Dollar General
 
Negaunee
 
MI
 
—

 
87

 
779

 
—

 
866

 
(148
)
 
8/30/2012
 
2012
Dollar General
 
Rapid City
 
MI
 
—

 
179

 
716

 
—

 
895

 
(116
)
 
2/27/2013
 
2012
Dollar General
 
Romulus
 
MI
 
—

 
199

 
794

 
—

 
993

 
(128
)
 
2/27/2013
 
2011
Dollar General
 
Roscommon
 
MI
 
—

 
87

 
781

 
—

 
868

 
(148
)
 
8/30/2012
 
2012
Dollar General
 
Wakefield
 
MI
 
—

 
88

 
794

 
—

 
882

 
(136
)
 
12/19/2012
 
2012
Dollar General
 
Albert Lea
 
MN
 
—

 
223

 
551

 
(46
)
 
728

 
(40
)
 
5/30/2014
 
1960
Dollar General
 
Annandale
 
MN
 
—

 
212

 
848

 
—

 
1,060

 
(113
)
 
8/2/2013
 
2013
Dollar General
 
Barnesville
 
MN
 
—

 
86

 
841

 
—

 
927

 
(89
)
 
2/26/2014
 
2014
Dollar General
 
Cohasset
 
MN
 
—

 
87

 
964

 
—

 
1,051

 
(88
)
 
5/2/2014
 
2013
Dollar General
 
Ely
 
MN
 
—

 
174

 
944

 
—

 
1,118

 
(47
)
 
4/30/2014
 
2014
Dollar General
 
Hawley
 
MN
 
—

 
89

 
803

 
—

 
892

 
(100
)
 
10/16/2013
 
2013
Dollar General
 
Melrose
 
MN
 
—

 
96

 
863

 
—

 
959

 
(147
)
 
12/17/2012
 
2012
Dollar General
 
Milaca
 
MN
 
—

 
102

 
916

 
—

 
1,018

 
(118
)
 
9/24/2013
 
2013
Dollar General
 
Montgomery
 
MN
 
—

 
87

 
783

 
—

 
870

 
(134
)
 
12/17/2012
 
2012
Dollar General
 
Olivia
 
MN
 
—

 
98

 
884

 
—

 
982

 
(147
)
 
1/31/2013
 
2012
Dollar General
 
Pequot Lakes
 
MN
 
—

 
155

 
880

 
—

 
1,035

 
(117
)
 
8/22/2013
 
2013
Dollar General
 
Richmond
 
MN
 
—

 
96

 
836

 
—

 
932

 
(88
)
 
2/20/2014
 
2014

F-129


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Roseau
 
MN
 
—

 
143

 
808

 
—

 
951

 
(100
)
 
10/30/2013
 
2013
Dollar General
 
Rush City
 
MN
 
—

 
126

 
716

 
—

 
842

 
(139
)
 
7/25/2012
 
2012
Dollar General
 
Springfield
 
MN
 
—

 
88

 
795

 
—

 
883

 
(136
)
 
12/26/2012
 
2012
Dollar General
 
Staples
 
MN
 
—

 
150

 
848

 
—

 
998

 
(109
)
 
9/4/2013
 
2013
Dollar General
 
Virginia
 
MN
 
—

 
147

 
831

 
—

 
978

 
(138
)
 
1/14/2013
 
2012
Dollar General
 
Appleton City
 
MO
 
—

 
22

 
124

 
—

 
146

 
(29
)
 
11/10/2011
 
2004
Dollar General
 
Ash Grove
 
MO
 
—

 
35

 
315

 
—

 
350

 
(73
)
 
11/10/2011
 
2006
Dollar General
 
Ashland
 
MO
 
—

 
70

 
398

 
(5
)
 
463

 
(92
)
 
11/10/2011
 
2006
Dollar General
 
Aurora
 
MO
 
—

 
98

 
881

 
—

 
979

 
(142
)
 
2/28/2013
 
2013
Dollar General
 
Auxvasse
 
MO
 
300

 
72

 
650

 
—

 
722

 
(151
)
 
11/22/2011
 
2011
Dollar General
 
Belton
 
MO
 
—

 
105

 
948

 
—

 
1,053

 
(180
)
 
8/3/2012
 
2012
Dollar General
 
Berkeley
 
MO
 
—

 
132

 
748

 
—

 
880

 
(135
)
 
10/9/2012
 
2012
Dollar General
 
Bernie
 
MO
 
—

 
35

 
314

 
—

 
349

 
(73
)
 
11/10/2011
 
2007
Dollar General
 
Billings
 
MO
 
—

 
139

 
790

 
—

 
929

 
(98
)
 
10/17/2013
 
2013
Dollar General
 
Bloomfield
 
MO
 
—

 
23

 
215

 
—

 
238

 
(49
)
 
11/10/2011
 
2005
Dollar General
 
Cardwell
 
MO
 
—

 
89

 
805

 
—

 
894

 
(153
)
 
8/24/2012
 
2012
Dollar General
 
Carterville
 
MO
 
—

 
10

 
192

 
—

 
202

 
(44
)
 
11/10/2011
 
2004
Dollar General
 
Caruthersville
 
MO
 
—

 
98

 
878

 
—

 
976

 
(162
)
 
9/27/2012
 
2012
Dollar General
 
Caulfield
 
MO
 
—

 
139

 
789

 
—

 
928

 
(135
)
 
12/31/2012
 
2012
Dollar General
 
Clarkton
 
MO
 
—

 
19

 
354

 
—

 
373

 
(82
)
 
11/10/2011
 
2007
Dollar General
 
Clever
 
MO
 
—

 
136

 
542

 
—

 
678

 
(108
)
 
6/19/2012
 
2010
Dollar General
 
Conway
 
MO
 
300

 
37

 
694

 
—

 
731

 
(161
)
 
11/22/2011
 
2011
Dollar General
 
De Soto
 
MO
 
—

 
101

 
912

 
—

 
1,013

 
(147
)
 
2/14/2013
 
2013
Dollar General
 
Diamond
 
MO
 
—

 
44

 
175

 
—

 
219

 
(41
)
 
11/10/2011
 
2005
Dollar General
 
Doolittle
 
MO
 
—

 
137

 
778

 
—

 
915

 
(104
)
 
8/2/2013
 
2013
Dollar General
 
Eagle Rock
 
MO
 
—

 
133

 
786

 
—

 
919

 
(83
)
 
2/26/2014
 
2014
Dollar General
 
Edina
 
MO
 
—

 
127

 
722

 
—

 
849

 
(133
)
 
9/13/2012
 
2012
Dollar General
 
Eldon
 
MO
 
—

 
52

 
986

 
—

 
1,038

 
(159
)
 
2/14/2013
 
2013
Dollar General
 
Ellsinore
 
MO
 
—

 
30

 
579

 
—

 
609

 
(134
)
 
11/10/2011
 
2010
Dollar General
 
Gower
 
MO
 
—

 
118

 
668

 
—

 
786

 
(127
)
 
8/31/2012
 
2012
Dollar General
 
Hallsville
 
MO
 
—

 
29

 
263

 
(6
)
 
286

 
(60
)
 
11/10/2011
 
2004
Dollar General
 
Hawk Point
 
MO
 
—

 
177

 
709

 
—

 
886

 
(134
)
 
8/24/2012
 
2012

F-130


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Humansville
 
MO
 
—

 
69

 
277

 
—

 
346

 
(55
)
 
6/19/2012
 
2007
Dollar General
 
Jennings
 
MO
 
—

 
445

 
826

 
—

 
1,271

 
(160
)
 
7/13/2012
 
2012
Dollar General
 
Joplin
 
MO
 
—

 
144

 
816

 
—

 
960

 
(97
)
 
11/12/2013
 
2013
Dollar General
 
Kansas City
 
MO
 
—

 
313

 
731

 
—

 
1,044

 
(135
)
 
9/21/2012
 
2012
Dollar General
 
King City
 
MO
 
300

 
33

 
625

 
—

 
658

 
(145
)
 
11/22/2011
 
2010
Dollar General
 
Laurie
 
MO
 
—

 
102

 
918

 
—

 
1,020

 
(110
)
 
11/15/2013
 
2013
Dollar General
 
Lawson
 
MO
 
—

 
29

 
162

 
(3
)
 
188

 
(37
)
 
11/10/2011
 
2003
Dollar General
 
Lebanon
 
MO
 
—

 
177

 
708

 
—

 
885

 
(131
)
 
9/24/2012
 
2012
Dollar General
 
Lebanon
 
MO
 
—

 
278

 
835

 
—

 
1,113

 
(154
)
 
9/21/2012
 
2012
Dollar General
 
Lexington
 
MO
 
—

 
149

 
846

 
—

 
995

 
(109
)
 
9/13/2013
 
2013
Dollar General
 
Licking
 
MO
 
300

 
76

 
688

 
—

 
764

 
(159
)
 
11/22/2011
 
2010
Dollar General
 
Lilbourn
 
MO
 
—

 
62

 
554

 
—

 
616

 
(128
)
 
11/10/2011
 
2010
Dollar General
 
Lonedell
 
MO
 
—

 
208

 
833

 
—

 
1,041

 
(127
)
 
4/26/2013
 
2013
Dollar General
 
Malden
 
MO
 
—

 
108

 
974

 
—

 
1,082

 
(130
)
 
8/2/2013
 
2013
Dollar General
 
Marble Hill
 
MO
 
—

 
104

 
935

 
—

 
1,039

 
(173
)
 
9/11/2012
 
2012
Dollar General
 
Marionville
 
MO
 
—

 
89

 
797

 
—

 
886

 
(144
)
 
10/31/2012
 
2012
Dollar General
 
Marthasville
 
MO
 
300

 
41

 
782

 
—

 
823

 
(170
)
 
2/1/2012
 
2011
Dollar General
 
Maysville
 
MO
 
300

 
107

 
607

 
—

 
714

 
(143
)
 
10/31/2011
 
2010
Dollar General
 
Morehouse
 
MO
 
—

 
87

 
783

 
—

 
870

 
(145
)
 
9/7/2012
 
2012
Dollar General
 
New Haven
 
MO
 
—

 
176

 
702

 
—

 
878

 
(146
)
 
4/27/2012
 
2012
Dollar General
 
Oak Grove
 
MO
 
—

 
27

 
106

 
(3
)
 
130

 
(21
)
 
6/19/2012
 
1999
Dollar General
 
Oran
 
MO
 
419

 
83

 
747

 
—

 
830

 
(159
)
 
3/30/2012
 
2012
Dollar General
 
Osceola
 
MO
 
—

 
93

 
835

 
—

 
928

 
(135
)
 
2/19/2013
 
2012
Dollar General
 
Ozark
 
MO
 
474

 
190

 
758

 
—

 
948

 
(158
)
 
4/27/2012
 
2012
Dollar General
 
Ozark
 
MO
 
—

 
149

 
842

 
—

 
991

 
(156
)
 
9/24/2012
 
2012
Dollar General
 
Pacific
 
MO
 
—

 
151

 
853

 
—

 
1,004

 
(170
)
 
6/6/2012
 
2012
Dollar General
 
Palmyra
 
MO
 
—

 
40

 
225

 
(3
)
 
262

 
(45
)
 
6/19/2012
 
2003
Dollar General
 
Plattsburg
 
MO
 
—

 
44

 
843

 
—

 
887

 
(160
)
 
8/9/2012
 
2012
Dollar General
 
Qulin
 
MO
 
—

 
30

 
573

 
(9
)
 
594

 
(132
)
 
11/10/2011
 
2009
Dollar General
 
Robertsville
 
MO
 
—

 
131

 
744

 
—

 
875

 
(141
)
 
8/24/2012
 
2011
Dollar General
 
Rocky Mount
 
MO
 
—

 
88

 
789

 
—

 
877

 
(150
)
 
8/31/2012
 
2012
Dollar General
 
Rolla
 
MO
 
—

 
209

 
835

 
—

 
1,044

 
(111
)
 
8/21/2013
 
2013

F-131


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Savannah
 
MO
 
—

 
270

 
811

 
—

 
1,081

 
(108
)
 
8/23/2013
 
2013
Dollar General
 
Sedadia
 
MO
 
—

 
273

 
637

 
—

 
910

 
(118
)
 
9/7/2012
 
2012
Dollar General
 
Senath
 
MO
 
—

 
61

 
552

 
—

 
613

 
(110
)
 
6/19/2012
 
2010
Dollar General
 
Seneca
 
MO
 
—

 
47

 
189

 
—

 
236

 
(38
)
 
6/19/2012
 
1962
Dollar General
 
Shelbina
 
MO
 
—

 
101

 
911

 
—

 
1,012

 
(134
)
 
5/22/2013
 
2013
Dollar General
 
Sikeston
 
MO
 
555

 
56

 
1,056

 
—

 
1,112

 
(230
)
 
2/24/2012
 
2011
Dollar General
 
Sikeston
 
MO
 
—

 
144

 
819

 
—

 
963

 
(155
)
 
8/24/2012
 
2012
Dollar General
 
Springfield
 
MO
 
—

 
378

 
702

 
—

 
1,080

 
(140
)
 
6/14/2012
 
2012
Dollar General
 
St. Clair
 
MO
 
400

 
220

 
879

 
—

 
1,099

 
(199
)
 
12/30/2011
 
1995
Dollar General
 
St. James
 
MO
 
—

 
81

 
244

 
—

 
325

 
(48
)
 
6/19/2012
 
1999
Dollar General
 
St. Louis
 
MO
 
—

 
372

 
692

 
—

 
1,064

 
(131
)
 
8/31/2012
 
2012
Dollar General
 
St. Louis
 
MO
 
—

 
260

 
606

 
—

 
866

 
(112
)
 
9/26/2012
 
2012
Dollar General
 
Stanberry
 
MO
 
300

 
111

 
629

 
—

 
740

 
(146
)
 
11/22/2011
 
2010
Dollar General
 
Steele
 
MO
 
—

 
31

 
598

 
—

 
629

 
(139
)
 
11/10/2011
 
2009
Dollar General
 
Strafford
 
MO
 
—

 
51

 
471

 
—

 
522

 
(107
)
 
11/10/2011
 
2009
Dollar General
 
Vienna
 
MO
 
394

 
78

 
704

 
—

 
782

 
(153
)
 
2/24/2012
 
2011
Dollar General
 
West Plains
 
MO
 
—

 
90

 
769

 
—

 
859

 
(81
)
 
2/20/2014
 
2014
Dollar General
 
Willow Springs
 
MO
 
—

 
24

 
213

 
(4
)
 
233

 
(42
)
 
6/19/2012
 
2002
Dollar General
 
Windsor
 
MO
 
—

 
86

 
829

 
—

 
915

 
(88
)
 
2/20/2014
 
2014
Dollar General
 
Winona
 
MO
 
—

 
52

 
155

 
—

 
207

 
(31
)
 
6/19/2012
 
2001
Dollar General
 
Edwards
 
MS
 
300

 
75

 
671

 
—

 
746

 
(152
)
 
12/30/2011
 
2011
Dollar General
 
Greenville
 
MS
 
300

 
82

 
739

 
—

 
821

 
(168
)
 
12/30/2011
 
2011
Dollar General
 
Hickory
 
MS
 
—

 
77

 
692

 
—

 
769

 
(134
)
 
7/2/2012
 
2011
Dollar General
 
Jackson
 
MS
 
—

 
198

 
793

 
—

 
991

 
(147
)
 
9/27/2012
 
2011
Dollar General
 
Meridian
 
MS
 
—

 
178

 
713

 
—

 
891

 
(132
)
 
9/13/2012
 
2011
Dollar General
 
Meridian
 
MS
 
—

 
40

 
754

 
—

 
794

 
(139
)
 
9/13/2012
 
2011
Dollar General
 
Moorhead
 
MS
 
356

 
107

 
606

 
—

 
713

 
(123
)
 
5/1/2012
 
2011
Dollar General
 
Natchez
 
MS
 
—

 
166

 
664

 
—

 
830

 
(132
)
 
6/12/2012
 
2012
Dollar General
 
Soso
 
MS
 
385

 
116

 
658

 
—

 
774

 
(137
)
 
4/12/2012
 
2011
Dollar General
 
Stonewall
 
MS
 
—

 
116

 
655

 
—

 
771

 
(127
)
 
7/2/2012
 
2011
Dollar General
 
Stringer
 
MS
 
—

 
116

 
655

 
—

 
771

 
(127
)
 
7/2/2012
 
2011
Dollar General
 
Walnut Grove
 
MS
 
300

 
71

 
641

 
—

 
712

 
(146
)
 
12/30/2011
 
2011

F-132


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Edenton
 
NC
 
—

 
240

 
1,025

 
—

 
1,265

 
(109
)
 
2/28/2014
 
2013
Dollar General
 
Fayetteville
 
NC
 
300

 
216

 
647

 
—

 
863

 
(141
)
 
2/6/2012
 
2011
Dollar General
 
Hendersonville
 
NC
 
—

 
360

 
1,034

 
—

 
1,394

 
(108
)
 
2/7/2014
 
2013
Dollar General
 
Hickory
 
NC
 
—

 
89

 
804

 
—

 
893

 
(152
)
 
8/13/2012
 
2012
Dollar General
 
Morganton
 
NC
 
—

 
472

 
1,108

 
—

 
1,580

 
(118
)
 
2/7/2014
 
2013
Dollar General
 
Ocean Isle Beach
 
NC
 
400

 
341

 
633

 
—

 
974

 
(138
)
 
2/6/2012
 
2011
Dollar General
 
Tryon
 
NC
 
—

 
139

 
789

 
—

 
928

 
(150
)
 
8/13/2012
 
2012
Dollar General
 
Vass
 
NC
 
300

 
226

 
528

 
—

 
754

 
(115
)
 
2/6/2012
 
2011
Dollar General
 
Farmington
 
NM
 
—

 
269

 
807

 
—

 
1,076

 
(149
)
 
9/6/2012
 
2012
Dollar General
 
Farmington
 
NM
 
—

 
224

 
898

 
—

 
1,122

 
(124
)
 
7/11/2013
 
2013
Dollar General
 
Modena
 
NY
 
—

 
249

 
996

 
—

 
1,245

 
(124
)
 
10/10/2013
 
2012
Dollar General
 
Fairfield
 
OH
 
—

 
131

 
1,272

 
—

 
1,403

 
(127
)
 
2/7/2014
 
2013
Dollar General
 
Forest
 
OH
 
300

 
76

 
681

 
—

 
757

 
(161
)
 
10/31/2011
 
2010
Dollar General
 
Gratis
 
OH
 
—

 
161

 
1,042

 
—

 
1,203

 
(111
)
 
2/18/2014
 
2013
Dollar General
 
Greenfield
 
OH
 
400

 
110

 
986

 
—

 
1,096

 
(215
)
 
2/23/2012
 
2011
Dollar General
 
Hicksville
 
OH
 
—

 
156

 
1,490

 
—

 
1,646

 
(150
)
 
2/7/2014
 
2012
Dollar General
 
Loudonville
 
OH
 
—

 
236

 
945

 
—

 
1,181

 
(188
)
 
6/6/2012
 
2012
Dollar General
 
Lowell
 
OH
 
—

 
157

 
1,114

 
—

 
1,271

 
(112
)
 
2/7/2014
 
2012
Dollar General
 
Lucasville
 
OH
 
—

 
223

 
893

 
—

 
1,116

 
(182
)
 
5/16/2012
 
2012
Dollar General
 
New Charlisle
 
OH
 
—

 
215

 
860

 
—

 
1,075

 
(167
)
 
7/10/2012
 
2012
Dollar General
 
New Matamoras
 
OH
 
300

 
123

 
696

 
—

 
819

 
(165
)
 
10/31/2011
 
2010
Dollar General
 
Payne
 
OH
 
300

 
81

 
729

 
—

 
810

 
(172
)
 
10/31/2011
 
2010
Dollar General
 
Pemberville
 
OH
 
—

 
146

 
1,059

 
—

 
1,205

 
(109
)
 
2/7/2014
 
2012
Dollar General
 
Pleasant City
 
OH
 
300

 
131

 
740

 
—

 
871

 
(175
)
 
10/31/2011
 
2010
Dollar General
 
Sandusky
 
OH
 
—

 
210

 
1,700

 
—

 
1,910

 
(171
)
 
2/7/2014
 
2012
Dollar General
 
Toledo
 
OH
 
—

 
252

 
1,149

 
—

 
1,401

 
(116
)
 
2/7/2014
 
2012
Dollar General
 
Wheelersburg
 
OH
 
—

 
395

 
1,132

 
—

 
1,527

 
(120
)
 
2/25/2014
 
1925
Dollar General
 
Broken Bow
 
OK
 
—

 
331

 
1,325

 
—

 
1,656

 
(107
)
 
5/19/2014
 
2012
Dollar General
 
Calera
 
OK
 
—

 
136

 
770

 
—

 
906

 
(146
)
 
8/31/2012
 
2010
Dollar General
 
Commerce
 
OK
 
—

 
38

 
341

 
(6
)
 
373

 
(78
)
 
11/10/2011
 
2006
Dollar General
 
Hartshorne
 
OK
 
—

 
100

 
898

 
—

 
998

 
(170
)
 
8/31/2012
 
2010
Dollar General
 
Lexington
 
OK
 
—

 
85

 
761

 
—

 
846

 
(144
)
 
8/31/2012
 
2010

F-133


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Maud
 
OK
 
—

 
76

 
688

 
—

 
764

 
(130
)
 
8/31/2012
 
2010
Dollar General
 
Maysville
 
OK
 
—

 
41

 
785

 
—

 
826

 
(149
)
 
8/31/2012
 
2010
Dollar General
 
Ponca City
 
OK
 
—

 
145

 
1,161

 
—

 
1,306

 
(116
)
 
2/7/2014
 
2012
Dollar General
 
Rush Spring
 
OK
 
—

 
87

 
779

 
—

 
866

 
(148
)
 
8/31/2012
 
2010
Dollar General
 
Sand Springs
 
OK
 
—

 
143

 
811

 
—

 
954

 
(104
)
 
9/3/2013
 
2013
Dollar General
 
Sand Springs
 
OK
 
—

 
43

 
819

 
—

 
862

 
(105
)
 
9/3/2013
 
2013
Dollar General
 
Sand Springs
 
OK
 
—

 
198

 
791

 
—

 
989

 
(102
)
 
9/3/2013
 
2012
Dollar General
 
Tahlequah
 
OK
 
—

 
123

 
1,101

 
—

 
1,224

 
(110
)
 
2/7/2014
 
2012
Dollar General
 
Wagoner
 
OK
 
—

 
31

 
1,076

 
—

 
1,107

 
(108
)
 
2/7/2014
 
2012
Dollar General
 
Pleasantville
 
PA
 
—

 
163

 
941

 
—

 
1,104

 
(95
)
 
3/24/2014
 
2013
Dollar General
 
Sykesville
 
PA
 
—

 
68

 
1,075

 
—

 
1,143

 
(108
)
 
3/24/2014
 
2013
Dollar General
 
Wattsburg
 
PA
 
—

 
96

 
1,031

 
—

 
1,127

 
(104
)
 
3/24/2014
 
2014
Dollar General
 
Holly Hill
 
SC
 
1,983

 
259

 
2,333

 
—

 
2,592

 
(366
)
 
3/6/2013
 
2013
Dollar General
 
West Union
 
SC
 
—

 
46

 
868

 
—

 
914

 
(120
)
 
7/3/2013
 
2011
Dollar General
 
Doyle
 
TN
 
—

 
75

 
679

 
—

 
754

 
(129
)
 
8/22/2012
 
2012
Dollar General
 
Manchester
 
TN
 
—

 
114

 
646

 
—

 
760

 
(125
)
 
7/26/2012
 
2012
Dollar General
 
Mcminnville
 
TN
 
—

 
120

 
679

 
—

 
799

 
(132
)
 
7/12/2012
 
2012
Dollar General
 
Pleasant Hill
 
TN
 
300

 
39

 
747

 
—

 
786

 
(170
)
 
12/30/2011
 
2011
Dollar General
 
Littleriver Acdmy
 
TX
 
—

 
122

 
693

 
—

 
815

 
(144
)
 
4/27/2012
 
2012
Dollar General
 
Adkins
 
TX
 
—

 
157

 
889

 
—

 
1,046

 
(152
)
 
12/31/2012
 
2012
Dollar General
 
Amarillo
 
TX
 
—

 
97

 
877

 
—

 
974

 
(117
)
 
8/13/2013
 
2013
Dollar General
 
Amarillo
 
TX
 
—

 
153

 
866

 
—

 
1,019

 
(115
)
 
8/2/2013
 
2013
Dollar General
 
Amarillo
 
TX
 
—

 
198

 
794

 
—

 
992

 
(110
)
 
7/11/2013
 
2013
Dollar General
 
Avinger
 
TX
 
—

 
44

 
830

 
—

 
874

 
(111
)
 
8/8/2013
 
2013
Dollar General
 
Beeville
 
TX
 
—

 
90

 
810

 
—

 
900

 
(142
)
 
11/19/2012
 
2012
Dollar General
 
Belton
 
TX
 
—

 
89

 
804

 
—

 
893

 
(130
)
 
2/28/2013
 
2013
Dollar General
 
Blessing
 
TX
 
—

 
83

 
745

 
—

 
828

 
(127
)
 
12/18/2012
 
2012
Dollar General
 
Boling
 
TX
 
—

 
92

 
831

 
—

 
923

 
(111
)
 
8/13/2013
 
2013
Dollar General
 
Brookeland
 
TX
 
—

 
93

 
840

 
—

 
933

 
(112
)
 
8/15/2013
 
2013
Dollar General
 
Bryan
 
TX
 
—

 
148

 
840

 
—

 
988

 
(155
)
 
9/14/2012
 
2012
Dollar General
 
Bryan
 
TX
 
—

 
193

 
772

 
—

 
965

 
(143
)
 
9/14/2012
 
2012
Dollar General
 
Bryan
 
TX
 
—

 
185

 
740

 
—

 
925

 
(140
)
 
8/31/2012
 
2009

F-134


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Buchanan Dam
 
TX
 
562

 
145

 
820

 
—

 
965

 
(152
)
 
9/28/2012
 
2012
Dollar General
 
Canyon Lake
 
TX
 
—

 
149

 
843

 
—

 
992

 
(152
)
 
10/12/2012
 
2012
Dollar General
 
Cedar Creek
 
TX
 
—

 
291

 
680

 
—

 
971

 
(119
)
 
11/16/2012
 
2012
Dollar General
 
Como
 
TX
 
386

 
76

 
683

 
—

 
759

 
(142
)
 
4/20/2012
 
2012
Dollar General
 
Corpus Christi
 
TX
 
—

 
270

 
809

 
—

 
1,079

 
(138
)
 
12/26/2012
 
2012
Dollar General
 
Diana
 
TX
 
—

 
186

 
743

 
—

 
929

 
(99
)
 
8/27/2013
 
2013
Dollar General
 
San Leon
 
TX
 
—

 
87

 
786

 
—

 
873

 
(145
)
 
9/25/2012
 
2012
Dollar General
 
Donna
 
TX
 
—

 
136

 
768

 
—

 
904

 
(142
)
 
9/11/2012
 
2012
Dollar General
 
Donna
 
TX
 
—

 
200

 
799

 
—

 
999

 
(144
)
 
10/12/2012
 
2012
Dollar General
 
Donna
 
TX
 
—

 
145

 
820

 
—

 
965

 
(136
)
 
1/31/2013
 
2012
Dollar General
 
Edinburg
 
TX
 
—

 
136

 
769

 
—

 
905

 
(142
)
 
9/7/2012
 
2012
Dollar General
 
Edinburg
 
TX
 
—

 
102

 
914

 
—

 
1,016

 
(126
)
 
7/16/2013
 
2013
Dollar General
 
Elmendorf
 
TX
 
—

 
94

 
847

 
—

 
941

 
(153
)
 
10/23/2012
 
2012
Dollar General
 
Ganado
 
TX
 
—

 
95

 
857

 
—

 
952

 
(114
)
 
8/13/2013
 
2013
Dollar General
 
Gladewater
 
TX
 
—

 
184

 
736

 
—

 
920

 
(140
)
 
8/31/2012
 
2009
Dollar General
 
Gordonville
 
TX
 
384

 
38

 
717

 
—

 
755

 
(149
)
 
4/20/2012
 
2012
Dollar General
 
Kyle
 
TX
 
—

 
132

 
747

 
—

 
879

 
(138
)
 
9/26/2012
 
2012
Dollar General
 
Kyle
 
TX
 
—

 
101

 
910

 
—

 
1,011

 
(104
)
 
12/6/2013
 
2013
Dollar General
 
La Marque
 
TX
 
—

 
102

 
917

 
—

 
1,019

 
(174
)
 
8/31/2012
 
2010
Dollar General
 
Lacy Lakeview
 
TX
 
—

 
146

 
826

 
—

 
972

 
(145
)
 
11/16/2012
 
2012
Dollar General
 
Laredo
 
TX
 
—

 
253

 
758

 
—

 
1,011

 
(147
)
 
7/31/2012
 
2012
Dollar General
 
Lubbock
 
TX
 
—

 
267

 
801

 
—

 
1,068

 
(152
)
 
8/31/2012
 
2010
Dollar General
 
Lubbock
 
TX
 
—

 
199

 
796

 
—

 
995

 
(106
)
 
8/28/2013
 
2013
Dollar General
 
Lubbock
 
TX
 
—

 
148

 
841

 
—

 
989

 
(124
)
 
5/16/2013
 
2013
Dollar General
 
Lubbock
 
TX
 
—

 
41

 
825

 
—

 
866

 
(87
)
 
2/20/2014
 
2014
Dollar General
 
Lyford
 
TX
 
300

 
80

 
724

 
—

 
804

 
(164
)
 
12/30/2011
 
2010
Dollar General
 
Lytle
 
TX
 
—

 
243

 
971

 
—

 
1,214

 
(120
)
 
10/30/2013
 
2013
Dollar General
 
Mercedes
 
TX
 
—

 
215

 
859

 
—

 
1,074

 
(115
)
 
8/2/2013
 
2013
Dollar General
 
Mission
 
TX
 
—

 
158

 
894

 
—

 
1,052

 
(140
)
 
3/27/2013
 
2013
Dollar General
 
Moody
 
TX
 
—

 
41

 
781

 
—

 
822

 
(111
)
 
6/11/2013
 
2013
Dollar General
 
Belton
 
TX
 
—

 
145

 
821

 
—

 
966

 
(152
)
 
9/13/2012
 
2012
Dollar General
 
Mount Pleasant
 
TX
 
—

 
214

 
858

 
—

 
1,072

 
(163
)
 
8/31/2012
 
2009

F-135


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
New Braunfels
 
TX
 
—

 
205

 
818

 
—

 
1,023

 
(155
)
 
8/31/2012
 
2012
Dollar General
 
New Braunfels
 
TX
 
—

 
95

 
855

 
—

 
950

 
(138
)
 
2/14/2013
 
2013
Dollar General
 
New Braunfels
 
TX
 
—

 
156

 
883

 
—

 
1,039

 
(110
)
 
10/30/2013
 
2013
Dollar General
 
Orange
 
TX
 
—

 
277

 
1,150

 
—

 
1,427

 
(111
)
 
2/7/2014
 
2012
Dollar General
 
Poteet
 
TX
 
400

 
96

 
864

 
—

 
960

 
(204
)
 
10/31/2011
 
2010
Dollar General
 
Presidio
 
TX
 
—

 
72

 
1,370

 
—

 
1,442

 
(215
)
 
3/28/2013
 
2013
Dollar General
 
Progreso
 
TX
 
400

 
169

 
957

 
—

 
1,126

 
(226
)
 
10/31/2011
 
2010
Dollar General
 
Rio Grande City
 
TX
 
300

 
137

 
779

 
—

 
916

 
(184
)
 
10/31/2011
 
2010
Dollar General
 
Rio Grande City
 
TX
 
—

 
163

 
652

 
—

 
815

 
(142
)
 
2/1/2012
 
2011
Dollar General
 
Roma
 
TX
 
500

 
253

 
1,010

 
—

 
1,263

 
(239
)
 
10/31/2011
 
2010
Dollar General
 
San Antonio
 
TX
 
—

 
252

 
756

 
—

 
1,008

 
(136
)
 
10/22/2012
 
2012
Dollar General
 
San Antonio
 
TX
 
—

 
222

 
888

 
—

 
1,110

 
(160
)
 
10/22/2012
 
2012
Dollar General
 
San Antonio
 
TX
 
—

 
163

 
926

 
—

 
1,089

 
(150
)
 
2/14/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
271

 
812

 
—

 
1,083

 
(120
)
 
5/23/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
239

 
956

 
—

 
1,195

 
(150
)
 
3/11/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
220

 
880

 
—

 
1,100

 
(122
)
 
7/9/2013
 
2013
Dollar General
 
San Antonio
 
TX
 
—

 
333

 
776

 
—

 
1,109

 
(104
)
 
8/13/2013
 
2013
Dollar General
 
San Benito
 
TX
 
—

 
202

 
807

 
—

 
1,009

 
(108
)
 
8/23/2013
 
2013
Dollar General
 
San Juan
 
TX
 
—

 
169

 
956

 
—

 
1,125

 
(114
)
 
11/15/2013
 
2013
Dollar General
 
Silsbee
 
TX
 
—

 
43

 
810

 
—

 
853

 
(157
)
 
7/6/2012
 
2012
Dollar General
 
Skidmore
 
TX
 
—

 
90

 
811

 
—

 
901

 
(131
)
 
2/14/2013
 
2013
Dollar General
 
Sullivan City
 
TX
 
—

 
165

 
876

 
—

 
1,041

 
(92
)
 
2/26/2014
 
2014
Dollar General
 
Texarkana
 
TX
 
—

 
136

 
772

 
—

 
908

 
(96
)
 
10/25/2013
 
2013
Dollar General
 
Troy
 
TX
 
—

 
93

 
841

 
—

 
934

 
(155
)
 
9/12/2012
 
2012
Dollar General
 
Tyler
 
TX
 
—

 
219

 
875

 
—

 
1,094

 
(166
)
 
8/31/2012
 
2010
Dollar General
 
Tyler
 
TX
 
—

 
602

 
956

 
—

 
1,558

 
(102
)
 
2/7/2014
 
2013
Dollar General
 
Victoria
 
TX
 
—

 
91

 
817

 
—

 
908

 
(136
)
 
1/31/2013
 
2013
Dollar General
 
Vidor
 
TX
 
—

 
—

 
1,182

 
—

 
1,182

 
(114
)
 
2/7/2014
 
2012
Dollar General
 
Waco
 
TX
 
—

 
192

 
767

 
—

 
959

 
(145
)
 
8/31/2012
 
2012
Dollar General
 
Weslaco
 
TX
 
—

 
215

 
862

 
—

 
1,077

 
(159
)
 
9/24/2012
 
2012
Dollar General
 
Weslaco
 
TX
 
—

 
205

 
822

 
—

 
1,027

 
(102
)
 
10/16/2013
 
2013
Dollar General
 
Burkeville
 
VA
 
—

 
160

 
906

 
—

 
1,066

 
(184
)
 
5/8/2012
 
2012

F-136


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Dollar General
 
Richmond
 
VA
 
400

 
242

 
726

 
—

 
968

 
(158
)
 
2/6/2012
 
2011
Dollar General
 
Danville
 
VA
 
300

 
155

 
621

 
—

 
776

 
(135
)
 
2/6/2012
 
2011
Dollar General
 
Hopewell
 
VA
 
500

 
584

 
713

 
—

 
1,297

 
(155
)
 
2/6/2012
 
2011
Dollar General
 
Hot Springs
 
VA
 
400

 
283

 
661

 
—

 
944

 
(144
)
 
2/6/2012
 
2011
Dollar General
 
Mellen
 
WI
 
300

 
79

 
711

 
—

 
790

 
(161
)
 
12/30/2011
 
2011
Dollar General
 
Minong
 
WI
 
300

 
38

 
727

 
—

 
765

 
(165
)
 
12/30/2011
 
2011
Dollar General
 
Solon Springs
 
WI
 
300

 
76

 
685

 
—

 
761

 
(155
)
 
12/30/2011
 
2011
Dollar General
 
Chelyan
 
WV
 
—

 
273

 
1,092

 
—

 
1,365

 
(141
)
 
9/27/2013
 
2013
Dollar General
 
Cowen
 
WV
 
—

 
196

 
783

 
—

 
979

 
(130
)
 
1/16/2013
 
2012
Dollar General
 
Elkview
 
WV
 
—

 
274

 
823

 
—

 
1,097

 
(110
)
 
8/2/2013
 
2013
Dollar General
 
Mcmechen
 
WV
 
—

 
91

 
819

 
—

 
910

 
(136
)
 
1/9/2013
 
2012
Dollar General
 
Millwood
 
WV
 
—

 
98

 
881

 
—

 
979

 
(122
)
 
7/2/2013
 
2013
Dollar General
 
Oceana
 
WV
 
—

 
317

 
1,023

 
—

 
1,340

 
(56
)
 
11/20/2014
 
2014
Dollar General
 
Powhatan Point
 
WV
 
—

 
138

 
784

 
—

 
922

 
(108
)
 
7/2/2013
 
2014
Dollar Tree
 
Chiefland
 
FL
 
—

 
322

 
1,123

 
—

 
1,445

 
(113
)
 
3/31/2014
 
2013
Dunkin Donuts/Baskin-Robbins
 
Dearborn Heights
 
MI
 
—

 
230

 
846

 
—

 
1,076

 
(115
)
 
6/27/2013
 
1995
Earhart Corporate Center
 
Ann Arbor
 
MI
 
28,258

 
3,520

 
39,639

 
108

 
43,267

 
(4,017
)
 
11/5/2013
 
2006
Eegee's
 
Tucson
 
AZ
 
—

 
357

 
436

 
—

 
793

 
(57
)
 
7/31/2013
 
1990
Einstein Bros. Bagels
 
Dearborn
 
MI
 
—

 
190

 
724

 
—

 
914

 
(99
)
 
6/27/2013
 
1995
El Chico
 
Killeen
 
TX
 
—

 
534

 
992

 
(803
)
 
723

 
(15
)
 
7/31/2013
 
1993
El Tapatio Mexican Restaurant
 
Page
 
AZ
 
—

 
170

 
133

 
—

 
303

 
(19
)
 
6/27/2013
 
1988
Elite Production Services
 
Cuero
 
TX
 
—

 
127

 
982

 
—

 
1,109

 
(68
)
 
6/25/2014
 
2014
EMC Corporation
 
Bedford
 
MA
 
51,400

 
16,594

 
75,137

 
112

 
91,843

 
(6,536
)
 
2/7/2014
 
2001
Emdeon Business Services
 
Nashville
 
TN
 
4,700

 
688

 
10,417

 
—

 
11,105

 
(818
)
 
2/7/2014
 
2010
Encana Oil & Gas
 
Plano
 
TX
 
66,000

 
2,493

 
95,231

 
—

 
97,724

 
(7,415
)
 
2/7/2014
 
2012
Energy Maintenance Services US
 
Pasadena
 
TX
 
—

 
393

 
2,878

 
—

 
3,271

 
(198
)
 
6/12/2014
 
2011
Entegra Fastner Corporation
 
Wood Dale
 
IL
 
4,665

 
1,508

 
6,937

 
—

 
8,445

 
(325
)
 
2/21/2014
 
1988
Evans Exchange
 
Evans
 
GA
 
6,696

 
3,452

 
9,821

 
18

 
13,291

 
(970
)
 
2/7/2014
 
2009
Exelis
 
Herndon
 
VA
 
—

 
1,384

 
53,584

 
—

 
54,968

 
(5,530
)
 
11/5/2013
 
1999
Experian
 
Schaumburg
 
IL
 
—

 
5,935

 
26,003

 
—

 
31,938

 
(2,282
)
 
2/7/2014
 
1986
Express Energy Services
 
Pleasanton
 
TX
 
—

 
413

 
5,541

 
—

 
5,954

 
(382
)
 
6/12/2014
 
2012
Express Scripts
 
St. Louis
 
MO
 
22,620

 
5,706

 
32,333

 
—

 
38,039

 
(7,562
)
 
1/25/2012
 
2011

F-137


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Exterran Energy Solutions
 
Fort Worth
 
TX
 
—

 
1,360

 
5,704

 
—

 
7,064

 
(359
)
 
9/5/2014
 
2011
Family Dollar
 
Bessemer
 
AL
 
—

 
295

 
1,301

 
—

 
1,596

 
(99
)
 
6/16/2014
 
2014
Family Dollar
 
Camden
 
AL
 
—

 
137

 
851

 
—

 
988

 
(72
)
 
5/29/2014
 
2014
Family Dollar
 
Grove Hill
 
AL
 
—

 
144

 
741

 
—

 
885

 
(45
)
 
7/24/2014
 
2013
Family Dollar
 
Hayneville
 
AL
 
—

 
172

 
722

 
—

 
894

 
(67
)
 
5/7/2014
 
2013
Family Dollar
 
Hoover
 
AL
 
—

 
368

 
1,153

 
—

 
1,521

 
(68
)
 
8/29/2014
 
2014
Family Dollar
 
Huntsville
 
AL
 
—

 
476

 
1,092

 
—

 
1,568

 
(62
)
 
8/29/2014
 
2014
Family Dollar
 
Huntsville
 
AL
 
—

 
628

 
924

 
—

 
1,552

 
(37
)
 
1/12/2015
 
2014
Family Dollar
 
Jemison
 
AL
 
757

 
143

 
997

 
—

 
1,140

 
(105
)
 
2/7/2014
 
2011
Family Dollar
 
Marion
 
AL
 
—

 
247

 
780

 
—

 
1,027

 
(48
)
 
7/30/2014
 
2014
Family Dollar
 
Millbrook
 
AL
 
—

 
316

 
1,052

 
—

 
1,368

 
(62
)
 
8/28/2014
 
2013
Family Dollar
 
Montgomery
 
AL
 
—

 
218

 
847

 
—

 
1,065

 
(51
)
 
8/28/2014
 
2013
Family Dollar
 
Montgomery
 
AL
 
959

 
533

 
936

 
—

 
1,469

 
(101
)
 
2/7/2014
 
2010
Family Dollar
 
Wilmer
 
AL
 
—

 
221

 
791

 
—

 
1,012

 
(67
)
 
5/29/2014
 
2014
Family Dollar
 
El Dorado
 
AR
 
—

 
151

 
806

 
—

 
957

 
(56
)
 
8/28/2014
 
1988
Family Dollar
 
El Dorado
 
AR
 
663

 
49

 
1,003

 
—

 
1,052

 
(99
)
 
2/7/2014
 
2002
Family Dollar
 
Hot Springs
 
AR
 
—

 
247

 
845

 
—

 
1,092

 
(87
)
 
2/7/2014
 
2011
Family Dollar
 
Jacksonville
 
AR
 
571

 
155

 
758

 
—

 
913

 
(75
)
 
2/7/2014
 
2002
Family Dollar
 
Little Rock
 
AR
 
467

 
125

 
629

 
—

 
754

 
(62
)
 
2/7/2014
 
2002
Family Dollar
 
Ash Fork
 
AZ
 
—

 
123

 
1,015

 
—

 
1,138

 
(60
)
 
8/28/2014
 
2013
Family Dollar
 
Avondale
 
AZ
 
974

 
603

 
882

 
—

 
1,485

 
(95
)
 
2/7/2014
 
2002
Family Dollar
 
Casa Grande
 
AZ
 
—

 
454

 
313

 
—

 
767

 
(38
)
 
2/7/2014
 
2003
Family Dollar
 
Coolidge
 
AZ
 
603

 
126

 
785

 
—

 
911

 
(82
)
 
2/7/2014
 
2000
Family Dollar
 
Duncan
 
AZ
 
—

 
98

 
895

 
—

 
993

 
(53
)
 
8/28/2014
 
2013
Family Dollar
 
Fort Mohave
 
AZ
 
—

 
302

 
571

 
—

 
873

 
(63
)
 
2/7/2014
 
2001
Family Dollar
 
Golden Valley
 
AZ
 
—

 
110

 
772

 
—

 
882

 
(54
)
 
8/28/2014
 
2001
Family Dollar
 
Guadalupe
 
AZ
 
—

 
400

 
584

 
—

 
984

 
(65
)
 
2/7/2014
 
2004
Family Dollar
 
Mohave Valley
 
AZ
 
—

 
302

 
281

 
—

 
583

 
(34
)
 
2/7/2014
 
2003
Family Dollar
 
Phoenix
 
AZ
 
—

 
303

 
712

 
—

 
1,015

 
(49
)
 
8/28/2014
 
2004
Family Dollar
 
Phoenix
 
AZ
 
—

 
416

 
1,229

 
—

 
1,645

 
(71
)
 
8/28/2014
 
2013
Family Dollar
 
Phoenix
 
AZ
 
—

 
1,109

 
767

 
—

 
1,876

 
(88
)
 
2/7/2014
 
2003
Family Dollar
 
Phoenix
 
AZ
 
1,040

 
504

 
1,079

 
—

 
1,583

 
(115
)
 
2/7/2014
 
2003

F-138


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Dacano
 
CO
 
757

 
155

 
959

 
—

 
1,114

 
(103
)
 
2/7/2014
 
2003
Family Dollar
 
Fort Lupton
 
CO
 
916

 
154

 
1,180

 
—

 
1,334

 
(125
)
 
2/7/2014
 
1961
Family Dollar
 
Rangeley
 
CO
 
323

 
66

 
593

 
—

 
659

 
(121
)
 
5/4/2012
 
2010
Family Dollar
 
New Britain
 
CT
 
—

 
484

 
1,280

 
26

 
1,790

 
(67
)
 
10/14/2014
 
2013
Family Dollar
 
Wilmington
 
DE
 
—

 
540

 
1,218

 
—

 
1,758

 
(38
)
 
4/21/2015
 
2015
Family Dollar
 
Altha
 
FL
 
—

 
126

 
727

 
—

 
853

 
(79
)
 
2/7/2014
 
2011
Family Dollar
 
Anthony
 
FL
 
—

 
242

 
1,037

 
—

 
1,279

 
(60
)
 
10/30/2014
 
2014
Family Dollar
 
Apopka
 
FL
 
1,127

 
518

 
1,402

 
—

 
1,920

 
(137
)
 
2/7/2014
 
2011
Family Dollar
 
Auburndale
 
FL
 
—

 
314

 
951

 
—

 
1,265

 
(56
)
 
8/28/2014
 
2013
Family Dollar
 
Belleview
 
FL
 
—

 
332

 
829

 
—

 
1,161

 
(84
)
 
2/7/2014
 
2013
Family Dollar
 
Beverly Hills
 
FL
 
—

 
409

 
965

 
—

 
1,374

 
(58
)
 
8/28/2014
 
2013
Family Dollar
 
Bonita Springs
 
FL
 
—

 
672

 
918

 
—

 
1,590

 
(100
)
 
2/7/2014
 
2013
Family Dollar
 
Bristol
 
FL
 
631

 
202

 
727

 
—

 
929

 
(80
)
 
2/7/2014
 
2011
Family Dollar
 
Bunnell
 
FL
 
—

 
188

 
936

 
—

 
1,124

 
(56
)
 
8/28/2014
 
2013
Family Dollar
 
Cape Coral
 
FL
 
—

 
675

 
1,190

 
—

 
1,865

 
(121
)
 
3/5/2014
 
2013
Family Dollar
 
Citra
 
FL
 
—

 
47

 
1,038

 
—

 
1,085

 
(61
)
 
8/28/2014
 
2013
Family Dollar
 
Clearwater
 
FL
 
—

 
425

 
1,006

 
—

 
1,431

 
(58
)
 
8/22/2014
 
2014
Family Dollar
 
Deland
 
FL
 
1,057

 
492

 
1,293

 
—

 
1,785

 
(128
)
 
2/7/2014
 
2011
Family Dollar
 
Deltona
 
FL
 
686

 
171

 
1,074

 
—

 
1,245

 
(101
)
 
2/7/2014
 
2004
Family Dollar
 
Deltona
 
FL
 
1,042

 
206

 
1,578

 
—

 
1,784

 
(153
)
 
2/7/2014
 
2011
Family Dollar
 
Fort Meade
 
FL
 
417

 
211

 
606

 
—

 
817

 
(55
)
 
2/7/2014
 
2000
Family Dollar
 
Fort Myers
 
FL
 
973

 
189

 
1,344

 
—

 
1,533

 
(136
)
 
2/7/2014
 
2002
Family Dollar
 
Fountain
 
FL
 
—

 
202

 
825

 
—

 
1,027

 
(50
)
 
8/28/2014
 
2014
Family Dollar
 
Gainesville
 
FL
 
1,002

 
423

 
1,263

 
—

 
1,686

 
(124
)
 
2/7/2014
 
2011
Family Dollar
 
Graceville
 
FL
 
—

 
367

 
810

 
—

 
1,177

 
(79
)
 
4/30/2014
 
2013
Family Dollar
 
Jacksonville
 
FL
 
1,028

 
271

 
1,121

 
—

 
1,392

 
(107
)
 
2/7/2014
 
2011
Family Dollar
 
Jacksonville
 
FL
 
789

 
545

 
1,173

 
—

 
1,718

 
(117
)
 
2/7/2014
 
2008
Family Dollar
 
Kissimmee
 
FL
 
970

 
643

 
1,071

 
—

 
1,714

 
(103
)
 
2/7/2014
 
2011
Family Dollar
 
Lake Alfred
 
FL
 
—

 
484

 
1,006

 
—

 
1,490

 
(39
)
 
12/23/2014
 
2014
Family Dollar
 
Lake City
 
FL
 
622

 
186

 
872

 
—

 
1,058

 
(86
)
 
2/7/2014
 
2011
Family Dollar
 
Lake Panasoffkee
 
FL
 
—

 
237

 
696

 
—

 
933

 
(71
)
 
3/25/2014
 
2013
Family Dollar
 
Lakeland
 
FL
 
732

 
339

 
785

 
—

 
1,124

 
(83
)
 
2/7/2014
 
2003

F-139


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Largo
 
FL
 
—

 
844

 
962

 
—

 
1,806

 
(102
)
 
2/7/2014
 
2013
Family Dollar
 
Middleburg
 
FL
 
—

 
274

 
822

 
—

 
1,096

 
(117
)
 
6/4/2013
 
2008
Family Dollar
 
Milton
 
FL
 
644

 
544

 
683

 
—

 
1,227

 
(63
)
 
2/7/2014
 
2010
Family Dollar
 
Mulberry
 
FL
 
—

 
131

 
1,156

 
—

 
1,287

 
(68
)
 
8/28/2014
 
2013
Family Dollar
 
Ocala
 
FL
 
—

 
108

 
816

 
—

 
924

 
(51
)
 
8/28/2014
 
2005
Family Dollar
 
Ocala
 
FL
 
—

 
344

 
1,251

 
—

 
1,595

 
(121
)
 
2/7/2014
 
2006
Family Dollar
 
Ocala
 
FL
 
968

 
554

 
984

 
—

 
1,538

 
(102
)
 
2/7/2014
 
2011
Family Dollar
 
Okeechobee
 
FL
 
894

 
655

 
580

 
—

 
1,235

 
(72
)
 
2/7/2014
 
2011
Family Dollar
 
Orlando
 
FL
 
—

 
349

 
1,294

 
—

 
1,643

 
(75
)
 
8/28/2014
 
2014
Family Dollar
 
Orlando
 
FL
 
—

 
291

 
1,286

 
—

 
1,577

 
(74
)
 
8/28/2014
 
2013
Family Dollar
 
Ormond Beach
 
FL
 
—

 
573

 
860

 
—

 
1,433

 
(123
)
 
6/4/2013
 
2008
Family Dollar
 
Ormond Beach
 
FL
 
—

 
675

 
1,152

 
—

 
1,827

 
(113
)
 
2/7/2014
 
2011
Family Dollar
 
Oviedo
 
FL
 
—

 
469

 
848

 
—

 
1,317

 
(90
)
 
2/19/2014
 
2013
Family Dollar
 
Palatka
 
FL
 
—

 
316

 
1,054

 
—

 
1,370

 
(102
)
 
4/25/2014
 
2014
Family Dollar
 
Pembroke Park
 
FL
 
1,141

 
656

 
944

 
—

 
1,600

 
(109
)
 
2/7/2014
 
2006
Family Dollar
 
Pensacola
 
FL
 
—

 
69

 
1,085

 
—

 
1,154

 
(62
)
 
8/28/2014
 
2013
Family Dollar
 
Pensacola
 
FL
 
559

 
146

 
907

 
—

 
1,053

 
(84
)
 
2/7/2014
 
2003
Family Dollar
 
Plant City
 
FL
 
—

 
279

 
1,040

 
—

 
1,319

 
(102
)
 
2/7/2014
 
2004
Family Dollar
 
Plant City
 
FL
 
1,173

 
712

 
1,113

 
—

 
1,825

 
(118
)
 
2/7/2014
 
2005
Family Dollar
 
Sebring
 
FL
 
—

 
492

 
1,063

 
—

 
1,555

 
(71
)
 
6/24/2014
 
2014
Family Dollar
 
St Petersburg
 
FL
 
1,093

 
690

 
1,000

 
—

 
1,690

 
(107
)
 
2/7/2014
 
2011
Family Dollar
 
Tallahassee
 
FL
 
—

 
632

 
871

 
—

 
1,503

 
(96
)
 
2/7/2014
 
2011
Family Dollar
 
Tampa
 
FL
 
1,005

 
531

 
1,062

 
—

 
1,593

 
(110
)
 
2/7/2014
 
2008
Family Dollar
 
Tampa
 
FL
 
1,168

 
773

 
1,057

 
—

 
1,830

 
(112
)
 
2/7/2014
 
2011
Family Dollar
 
Tampa
 
FL
 
—

 
552

 
792

 
—

 
1,344

 
(82
)
 
2/7/2014
 
2013
Family Dollar
 
Winter Haven
 
FL
 
—

 
534

 
942

 
—

 
1,476

 
(37
)
 
8/8/2014
 
2014
Family Dollar
 
Zellwood
 
FL
 
—

 
272

 
1,005

 
—

 
1,277

 
(58
)
 
8/22/2014
 
2014
Family Dollar
 
Abbeville
 
GA
 
—

 
163

 
768

 
—

 
931

 
(53
)
 
5/29/2014
 
2014
Family Dollar
 
Acworth
 
GA
 
—

 
489

 
901

 
—

 
1,390

 
(55
)
 
8/28/2014
 
2013
Family Dollar
 
Alma
 
GA
 
—

 
79

 
954

 
—

 
1,033

 
(56
)
 
8/28/2014
 
1982
Family Dollar
 
Claxton
 
GA
 
—

 
322

 
665

 
—

 
987

 
(61
)
 
5/14/2014
 
2014
Family Dollar
 
Cordele
 
GA
 
—

 
136

 
1,049

 
—

 
1,185

 
(74
)
 
4/30/2014
 
2014

F-140


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Fayetteville
 
GA
 
—

 
217

 
1,203

 
—

 
1,420

 
(58
)
 
11/20/2014
 
2014
Family Dollar
 
Helena
 
GA
 
—

 
242

 
790

 
—

 
1,032

 
(84
)
 
2/19/2014
 
2013
Family Dollar
 
Jeffersonville
 
GA
 
—

 
153

 
926

 
—

 
1,079

 
(54
)
 
8/15/2014
 
2014
Family Dollar
 
Lenox
 
GA
 
—

 
90

 
809

 
—

 
899

 
(142
)
 
11/9/2012
 
2012
Family Dollar
 
Lindale
 
GA
 
—

 
227

 
966

 
—

 
1,193

 
(58
)
 
8/28/2014
 
2014
Family Dollar
 
Macon
 
GA
 
—

 
300

 
893

 
—

 
1,193

 
(54
)
 
8/28/2014
 
2013
Family Dollar
 
Macon
 
GA
 
673

 
230

 
851

 
—

 
1,081

 
(88
)
 
2/7/2014
 
2011
Family Dollar
 
Marietta
 
GA
 
—

 
366

 
749

 
—

 
1,115

 
(80
)
 
2/19/2014
 
2013
Family Dollar
 
Marietta
 
GA
 
—

 
582

 
1,126

 
—

 
1,708

 
(67
)
 
8/28/2014
 
2013
Family Dollar
 
Omega
 
GA
 
—

 
167

 
716

 
—

 
883

 
(73
)
 
3/12/2014
 
2013
Family Dollar
 
Richland
 
GA
 
—

 
125

 
859

 
—

 
984

 
(51
)
 
8/28/2014
 
2014
Family Dollar
 
Riverdale
 
GA
 
—

 
310

 
1,188

 
—

 
1,498

 
(65
)
 
9/26/2014
 
2014
Family Dollar
 
Vienna
 
GA
 
—

 
62

 
721

 
—

 
783

 
(73
)
 
3/12/2014
 
2013
Family Dollar
 
Des Moines
 
IA
 
—

 
152

 
863

 
—

 
1,015

 
(115
)
 
8/30/2013
 
1995
Family Dollar
 
Des Moines
 
IA
 
822

 
411

 
871

 
—

 
1,282

 
(93
)
 
2/7/2014
 
2003
Family Dollar
 
Fort Dodge
 
IA
 
408

 
152

 
449

 
—

 
601

 
(50
)
 
2/7/2014
 
2002
Family Dollar
 
Arco
 
ID
 
—

 
76

 
684

 
—

 
760

 
(126
)
 
9/18/2012
 
2012
Family Dollar
 
Homedale
 
ID
 
973

 
59

 
1,387

 
—

 
1,446

 
(145
)
 
2/7/2014
 
2006
Family Dollar
 
Kimberly
 
ID
 
—

 
219

 
657

 
—

 
876

 
(100
)
 
4/10/2013
 
2013
Family Dollar
 
Lombard
 
IL
 
—

 
1,008

 
543

 
—

 
1,551

 
(62
)
 
12/12/2013
 
1967
Family Dollar
 
Mount Vernon
 
IL
 
—

 
117

 
1,050

 
—

 
1,167

 
(145
)
 
7/11/2013
 
2012
Family Dollar
 
Pulaski
 
IL
 
—

 
31

 
588

 
—

 
619

 
(100
)
 
12/31/2012
 
2012
Family Dollar
 
University Park
 
IL
 
—

 
295

 
688

 
—

 
983

 
(85
)
 
10/29/2013
 
2013
Family Dollar
 
Brookston
 
IN
 
—

 
126

 
715

 
—

 
841

 
(129
)
 
10/1/2012
 
2012
Family Dollar
 
Indianapolis
 
IN
 
613

 
375

 
707

 
—

 
1,082

 
(67
)
 
2/7/2014
 
2003
Family Dollar
 
Lake Village
 
IN
 
—

 
154

 
752

 
—

 
906

 
(142
)
 
4/30/2014
 
2013
Family Dollar
 
Mitchell
 
IN
 
—

 
101

 
1,119

 
—

 
1,220

 
(68
)
 
8/28/2014
 
2014
Family Dollar
 
Princeton
 
IN
 
526

 
300

 
486

 
—

 
786

 
(53
)
 
2/7/2014
 
2000
Family Dollar
 
Seymour
 
IN
 
—

 
238

 
764

 
—

 
1,002

 
(82
)
 
2/7/2014
 
2003
Family Dollar
 
Terre Haute
 
IN
 
394

 
235

 
427

 
—

 
662

 
(44
)
 
2/7/2014
 
2011
Family Dollar
 
Greensburg
 
KS
 
—

 
80

 
718

 
—

 
798

 
(92
)
 
9/9/2013
 
2012
Family Dollar
 
Kansas City
 
KS
 
—

 
290

 
1,170

 
(5
)
 
1,455

 
(84
)
 
11/6/2014
 
1995

F-141


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Kansas City
 
KS
 
—

 
352

 
1,026

 
—

 
1,378

 
(75
)
 
12/18/2014
 
1995
Family Dollar
 
Kansas City
 
KS
 
982

 
154

 
1,367

 
—

 
1,521

 
(139
)
 
2/7/2014
 
2002
Family Dollar
 
Topeka
 
KS
 
—

 
177

 
1,405

 
—

 
1,582

 
(147
)
 
2/7/2014
 
2004
Family Dollar
 
Wichita
 
KS
 
—

 
216

 
1,035

 
—

 
1,251

 
(61
)
 
8/28/2014
 
2013
Family Dollar
 
Bowling Green
 
KY
 
—

 
334

 
951

 
—

 
1,285

 
(56
)
 
8/28/2014
 
2013
Family Dollar
 
Carlisle
 
KY
 
—

 
157

 
871

 
—

 
1,028

 
(53
)
 
8/28/2014
 
2014
Family Dollar
 
Garrison
 
KY
 
—

 
134

 
737

 
—

 
871

 
(82
)
 
2/20/2014
 
2012
Family Dollar
 
Rockholds
 
KY
 
—

 
121

 
988

 
—

 
1,109

 
(60
)
 
8/28/2014
 
2014
Family Dollar
 
Abbeville
 
LA
 
740

 
141

 
949

 
—

 
1,090

 
(101
)
 
2/7/2014
 
2005
Family Dollar
 
Alexandria
 
LA
 
458

 
168

 
579

 
—

 
747

 
(60
)
 
2/7/2014
 
2005
Family Dollar
 
Arcadia
 
LA
 
—

 
51

 
704

 
—

 
755

 
(80
)
 
2/20/2014
 
2010
Family Dollar
 
Avondale
 
LA
 
—

 
381

 
1,255

 
—

 
1,636

 
(74
)
 
8/28/2014
 
2013
Family Dollar
 
Baton Rouge
 
LA
 
—

 
377

 
716

 
—

 
1,093

 
(78
)
 
2/7/2014
 
2003
Family Dollar
 
Chalmette
 
LA
 
—

 
751

 
615

 
—

 
1,366

 
(125
)
 
5/3/2012
 
2011
Family Dollar
 
Farmerville
 
LA
 
722

 
110

 
968

 
—

 
1,078

 
(101
)
 
2/7/2014
 
2003
Family Dollar
 
Kentwood
 
LA
 
683

 
117

 
877

 
—

 
994

 
(94
)
 
2/7/2014
 
2003
Family Dollar
 
New Orleans
 
LA
 
1,146

 
547

 
1,252

 
—

 
1,799

 
(130
)
 
2/7/2014
 
2005
Family Dollar
 
Shreveport
 
LA
 
892

 
177

 
1,177

 
—

 
1,354

 
(122
)
 
2/7/2014
 
2005
Family Dollar
 
Tickfaw
 
LA
 
—

 
181

 
543

 
—

 
724

 
(116
)
 
3/30/2012
 
2011
Family Dollar
 
Westwego
 
LA
 
—

 
332

 
1,052

 
—

 
1,384

 
(64
)
 
8/28/2014
 
2013
Family Dollar
 
Lynn
 
MA
 
1,222

 
400

 
1,547

 
—

 
1,947

 
(157
)
 
2/7/2014
 
2003
Family Dollar
 
Barryton
 
MI
 
—

 
32

 
599

 
—

 
631

 
(102
)
 
12/18/2012
 
2012
Family Dollar
 
Birch Run
 
MI
 
—

 
81

 
729

 
5

 
815

 
(101
)
 
7/11/2013
 
1950
Family Dollar
 
Brooklyn
 
MI
 
—

 
150

 
634

 
—

 
784

 
(68
)
 
2/7/2014
 
2002
Family Dollar
 
Burton
 
MI
 
866

 
131

 
1,164

 
—

 
1,295

 
(122
)
 
2/7/2014
 
2003
Family Dollar
 
Detroit
 
MI
 
—

 
130

 
1,169

 
—

 
1,299

 
(205
)
 
11/27/2012
 
2011
Family Dollar
 
Detroit
 
MI
 
—

 
106

 
956

 
—

 
1,062

 
(141
)
 
5/2/2013
 
1964
Family Dollar
 
Detroit
 
MI
 
—

 
110

 
1,051

 
—

 
1,161

 
(65
)
 
8/28/2014
 
2005
Family Dollar
 
Flint
 
MI
 
—

 
162

 
1,027

 
—

 
1,189

 
(118
)
 
2/26/2014
 
2014
Family Dollar
 
Hudson
 
MI
 
833

 
108

 
1,020

 
—

 
1,128

 
(113
)
 
2/7/2014
 
2005
Family Dollar
 
Jackson
 
MI
 
—

 
93

 
525

 
—

 
618

 
(68
)
 
9/12/2013
 
2007
Family Dollar
 
Kentwood
 
MI
 
739

 
389

 
919

 
—

 
1,308

 
(87
)
 
2/7/2014
 
2001

F-142


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Monroe
 
MI
 
—

 
243

 
1,061

 
—

 
1,304

 
(64
)
 
8/28/2014
 
2013
Family Dollar
 
Newaygo
 
MI
 
689

 
317

 
677

 
—

 
994

 
(76
)
 
2/7/2014
 
2002
Family Dollar
 
Pontiac
 
MI
 
962

 
136

 
1,249

 
—

 
1,385

 
(133
)
 
2/7/2014
 
2003
Family Dollar
 
Remus
 
MI
 
—

 
49

 
992

 
—

 
1,041

 
(114
)
 
1/2/2014
 
2012
Family Dollar
 
Saginaw
 
MI
 
—

 
164

 
1,086

 
—

 
1,250

 
(117
)
 
2/7/2014
 
2003
Family Dollar
 
Tustin
 
MI
 
—

 
33

 
633

 
—

 
666

 
(108
)
 
12/18/2012
 
1995
Family Dollar
 
Crosby
 
MN
 
—

 
49

 
928

 
—

 
977

 
(128
)
 
7/11/2013
 
1985
Family Dollar
 
Ely
 
MN
 
—

 
231

 
1,008

 
—

 
1,239

 
(110
)
 
2/27/2014
 
2014
Family Dollar
 
Intrnatnl Falls
 
MN
 
—

 
32

 
608

 
—

 
640

 
(78
)
 
9/30/2013
 
1966
Family Dollar
 
St. Peter
 
MN
 
409

 
93

 
566

 
—

 
659

 
(56
)
 
2/7/2014
 
1960
Family Dollar
 
Berkeley
 
MO
 
969

 
179

 
1,391

 
—

 
1,570

 
(137
)
 
2/7/2014
 
2003
Family Dollar
 
Kansas City
 
MO
 
683

 
277

 
812

 
—

 
1,089

 
(83
)
 
2/7/2014
 
2003
Family Dollar
 
Kansas City
 
MO
 
1,211

 
119

 
1,705

 
—

 
1,824

 
(176
)
 
2/7/2014
 
2004
Family Dollar
 
Kansas City
 
MO
 
970

 
142

 
1,338

 
—

 
1,480

 
(137
)
 
2/7/2014
 
2004
Family Dollar
 
Marble Hill
 
MO
 
—

 
38

 
719

 
—

 
757

 
(96
)
 
8/29/2013
 
2013
Family Dollar
 
Raytown
 
MO
 
—

 
415

 
—

 
1,287

 
1,702

 
—

 
2/20/2015
 
2014
Family Dollar
 
St Louis
 
MO
 
—

 
168

 
671

 
(4
)
 
835

 
(139
)
 
4/2/2012
 
2006
Family Dollar
 
St Louis
 
MO
 
972

 
215

 
1,357

 
—

 
1,572

 
(135
)
 
2/7/2014
 
2003
Family Dollar
 
St Louis
 
MO
 
—

 
258

 
1,310

 
—

 
1,568

 
(130
)
 
2/7/2014
 
2003
Family Dollar
 
St. Louis
 
MO
 
—

 
445

 
1,038

 
—

 
1,483

 
(187
)
 
10/23/2012
 
2012
Family Dollar
 
St. Louis
 
MO
 
—

 
215

 
1,219

 
—

 
1,434

 
(185
)
 
4/30/2013
 
1995
Family Dollar
 
St. Louis
 
MO
 
—

 
445

 
1,039

 
—

 
1,484

 
(178
)
 
12/14/2012
 
2012
Family Dollar
 
Bassfield
 
MS
 
—

 
96

 
752

 
—

 
848

 
(83
)
 
2/19/2014
 
2013
Family Dollar
 
Biloxi
 
MS
 
434

 
310

 
575

 
—

 
885

 
(122
)
 
3/30/2012
 
2012
Family Dollar
 
Canton
 
MS
 
—

 
210

 
1,142

 
—

 
1,352

 
(68
)
 
8/28/2014
 
2013
Family Dollar
 
Carriere
 
MS
 
399

 
200

 
599

 
—

 
799

 
(128
)
 
3/30/2012
 
2012
Family Dollar
 
D'Iberville
 
MS
 
—

 
241

 
561

 
—

 
802

 
(114
)
 
5/21/2012
 
2012
Family Dollar
 
Drew
 
MS
 
—

 
11

 
1,039

 
—

 
1,050

 
(73
)
 
8/28/2014
 
1989
Family Dollar
 
Greenville
 
MS
 
—

 
125

 
872

 
—

 
997

 
(92
)
 
2/7/2014
 
2011
Family Dollar
 
Gulfport
 
MS
 
411

 
209

 
626

 
—

 
835

 
(127
)
 
5/21/2012
 
2012
Family Dollar
 
Gulfport
 
MS
 
—

 
270

 
629

 
—

 
899

 
(116
)
 
9/20/2012
 
2012
Family Dollar
 
Gulfport
 
MS
 
—

 
218

 
654

 
—

 
872

 
(115
)
 
11/15/2012
 
2012

F-143


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Gulfport
 
MS
 
—

 
312

 
1,237

 
—

 
1,549

 
(130
)
 
2/7/2014
 
2007
Family Dollar
 
Hattiesburg
 
MS
 
—

 
225

 
674

 
—

 
899

 
(112
)
 
1/30/2013
 
2012
Family Dollar
 
Horn Lake
 
MS
 
—

 
225

 
676

 
—

 
901

 
(128
)
 
8/22/2012
 
2012
Family Dollar
 
Kiln
 
MS
 
—

 
106

 
650

 
—

 
756

 
(114
)
 
11/14/2012
 
2012
Family Dollar
 
Laurel
 
MS
 
—

 
225

 
723

 
—

 
948

 
(80
)
 
2/19/2014
 
2013
Family Dollar
 
Natchez
 
MS
 
—

 
289

 
749

 
—

 
1,038

 
(59
)
 
8/28/2014
 
1982
Family Dollar
 
Okolona
 
MS
 
—

 
64

 
578

 
—

 
642

 
(112
)
 
7/31/2012
 
2012
Family Dollar
 
Pearl
 
MS
 
—

 
342

 
1,001

 
—

 
1,343

 
(59
)
 
8/28/2014
 
2013
Family Dollar
 
Philadelphia
 
MS
 
—

 
53

 
897

 
—

 
950

 
(54
)
 
8/28/2014
 
2014
Family Dollar
 
Winona
 
MS
 
—

 
146

 
585

 
—

 
731

 
(114
)
 
7/31/2012
 
2012
Family Dollar
 
Anaconda
 
MT
 
—

 
164

 
1,058

 
—

 
1,222

 
(64
)
 
9/30/2014
 
2014
Family Dollar
 
Ennis
 
MT
 
—

 
246

 
—

 
773

 
1,019

 
(62
)
 
1/8/2015
 
2014
Family Dollar
 
Three Forks
 
MT
 
—

 
250

 
—

 
1,045

 
1,295

 
—

 
8/20/2014
 
In Progress
Family Dollar
 
Whitehall
 
MT
 
—

 
132

 
—

 
1,064

 
1,196

 
(87
)
 
3/19/2015
 
1995
Family Dollar
 
Asheboro
 
NC
 
—

 
251

 
932

 
—

 
1,183

 
(57
)
 
8/28/2014
 
2014
Family Dollar
 
Boiling Springs
 
NC
 
—

 
322

 
767

 
—

 
1,089

 
(44
)
 
8/28/2014
 
2013
Family Dollar
 
Burlington
 
NC
 
—

 
291

 
694

 
—

 
985

 
(42
)
 
8/28/2014
 
2012
Family Dollar
 
Charlotte
 
NC
 
—

 
352

 
985

 
—

 
1,337

 
(95
)
 
4/15/2014
 
2014
Family Dollar
 
Charlotte
 
NC
 
—

 
490

 
1,066

 
—

 
1,556

 
(65
)
 
7/2/2014
 
2014
Family Dollar
 
Ellerbe
 
NC
 
—

 
225

 
781

 
—

 
1,006

 
(66
)
 
5/29/2014
 
2014
Family Dollar
 
Fayetteville
 
NC
 
—

 
267

 
682

 
—

 
949

 
(69
)
 
3/14/2014
 
2013
Family Dollar
 
Hickory
 
NC
 
—

 
215

 
785

 
—

 
1,000

 
(47
)
 
8/28/2014
 
2014
Family Dollar
 
Hiddenite
 
NC
 
—

 
221

 
832

 
—

 
1,053

 
(50
)
 
8/28/2014
 
2013
Family Dollar
 
Liberty
 
NC
 
—

 
243

 
802

 
—

 
1,045

 
(48
)
 
8/28/2014
 
2013
Family Dollar
 
Lumberton
 
NC
 
—

 
151

 
603

 
—

 
754

 
(78
)
 
9/11/2013
 
1995
Family Dollar
 
Lumberton
 
NC
 
—

 
146

 
1,013

 
—

 
1,159

 
(66
)
 
6/20/2014
 
2014
Family Dollar
 
Mint Hill
 
NC
 
—

 
412

 
992

 
—

 
1,404

 
(63
)
 
6/25/2014
 
2014
Family Dollar
 
Parkton
 
NC
 
—

 
164

 
894

 
—

 
1,058

 
(50
)
 
9/19/2014
 
2014
Family Dollar
 
Raeford
 
NC
 
—

 
428

 
900

 
—

 
1,328

 
(87
)
 
4/17/2014
 
2014
Family Dollar
 
Raeford
 
NC
 
—

 
185

 
935

 
—

 
1,120

 
(78
)
 
5/29/2014
 
2014
Family Dollar
 
Troy
 
NC
 
—

 
341

 
621

 
—

 
962

 
(44
)
 
6/17/2014
 
2014
Family Dollar
 
Fort Yates
 
ND
 
—

 
126

 
715

 
—

 
841

 
(159
)
 
1/31/2012
 
2010

F-144


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
New Town
 
ND
 
—

 
105

 
942

 
23

 
1,070

 
(210
)
 
1/31/2012
 
2011
Family Dollar
 
Rolla
 
ND
 
—

 
83

 
749

 
—

 
832

 
(167
)
 
1/31/2012
 
2010
Family Dollar
 
Madison
 
NE
 
—

 
37

 
703

 
—

 
740

 
(160
)
 
12/30/2011
 
2011
Family Dollar
 
Omaha
 
NE
 
—

 
196

 
1,334

 
—

 
1,530

 
(109
)
 
12/19/2014
 
1995
Family Dollar
 
Omaha
 
NE
 
—

 
141

 
1,159

 
3

 
1,303

 
(88
)
 
12/18/2014
 
1995
Family Dollar
 
Rushville
 
NE
 
—

 
125

 
499

 
—

 
624

 
(76
)
 
4/26/2013
 
2007
Family Dollar
 
Lancaster
 
NH
 
—

 
456

 
1,294

 
(2
)
 
1,748

 
(59
)
 
12/12/2014
 
1989
Family Dollar
 
Stratford
 
NJ
 
—

 
378

 
1,511

 
(174
)
 
1,715

 
(58
)
 
12/31/2014
 
2014
Family Dollar
 
Alamorgordo
 
NM
 
524

 
161

 
675

 
—

 
836

 
(67
)
 
2/7/2014
 
2001
Family Dollar
 
Belen
 
NM
 
—

 
350

 
—

 
969

 
1,319

 
(29
)
 
5/29/2015
 
2014
Family Dollar
 
Carrizozo
 
NM
 
—

 
250

 
—

 
1,001

 
1,251

 
—

 
3/6/2015
 
2014
Family Dollar
 
Chimayo
 
NM
 
—

 
158

 
632

 
(15
)
 
775

 
(104
)
 
1/30/2013
 
2009
Family Dollar
 
Cloudcroft
 
NM
 
—

 
184

 
1,344

 
—

 
1,528

 
(97
)
 
12/18/2014
 
1995
Family Dollar
 
Clovis
 
NM
 
657

 
119

 
854

 
—

 
973

 
(89
)
 
2/7/2014
 
2004
Family Dollar
 
Gallup
 
NM
 
—

 
221

 
1,366

 
—

 
1,587

 
(148
)
 
2/7/2014
 
2007
Family Dollar
 
Hernandez
 
NM
 
1,152

 
140

 
1,434

 
—

 
1,574

 
(155
)
 
2/7/2014
 
2008
Family Dollar
 
Logan
 
NM
 
—

 
80

 
—

 
1,147

 
1,227

 
(30
)
 
5/29/2015
 
2015
Family Dollar
 
Lovington
 
NM
 
—

 
54

 
722

 
—

 
776

 
(47
)
 
6/30/2014
 
2014
Family Dollar
 
Mountainair
 
NM
 
—

 
84

 
752

 
—

 
836

 
(146
)
 
7/16/2012
 
2011
Family Dollar
 
Roswell
 
NM
 
766

 
140

 
953

 
—

 
1,093

 
(101
)
 
2/7/2014
 
2004
Family Dollar
 
Springer
 
NM
 
—

 
106

 
—

 
1,199

 
1,305

 
(77
)
 
2/11/2015
 
2014
Family Dollar
 
Velarde
 
NM
 
—

 
183

 
—

 
1,122

 
1,305

 
(19
)
 
2/25/2015
 
2015
Family Dollar
 
Waterflow
 
NM
 
—

 
175

 
—

 
1,140

 
1,315

 
—

 
2/5/2015
 
In Progress
Family Dollar
 
Battle Mountain
 
NV
 
—

 
116

 
1,431

 
—

 
1,547

 
(149
)
 
2/7/2014
 
2009
Family Dollar
 
Carlin
 
NV
 
—

 
99

 
895

 
—

 
994

 
(115
)
 
9/13/2013
 
2012
Family Dollar
 
Cold Springs
 
NV
 
—

 
217

 
869

 
—

 
1,086

 
(112
)
 
9/13/2013
 
2013
Family Dollar
 
Hawthorne
 
NV
 
471

 
191

 
764

 
—

 
955

 
(152
)
 
6/1/2012
 
2012
Family Dollar
 
Las Vegas
 
NV
 
876

 
689

 
612

 
—

 
1,301

 
(74
)
 
2/7/2014
 
2005
Family Dollar
 
Lovelock
 
NV
 
457

 
185

 
742

 
—

 
927

 
(151
)
 
5/4/2012
 
2012
Family Dollar
 
Silver Spring
 
NV
 
—

 
202

 
808

 
—

 
1,010

 
(149
)
 
9/21/2012
 
2012
Family Dollar
 
Wells
 
NV
 
415

 
84

 
755

 
—

 
839

 
(154
)
 
5/11/2012
 
2011
Family Dollar
 
Altona
 
NY
 
—

 
94

 
923

 
—

 
1,017

 
(102
)
 
2/21/2014
 
2014

F-145


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Chateaugay
 
NY
 
—

 
133

 
910

 
—

 
1,043

 
(100
)
 
2/20/2014
 
2014
Family Dollar
 
Cincinnatus
 
NY
 
—

 
287

 
862

 
—

 
1,149

 
(99
)
 
12/30/2013
 
2013
Family Dollar
 
Hoosick Falls
 
NY
 
—

 
181

 
724

 
—

 
905

 
(110
)
 
4/26/2013
 
2013
Family Dollar
 
Penn Yan
 
NY
 
525

 
23

 
760

 
—

 
783

 
(78
)
 
2/7/2014
 
2003
Family Dollar
 
Sodus
 
NY
 
—

 
54

 
1,441

 
—

 
1,495

 
(133
)
 
5/7/2014
 
2013
Family Dollar
 
Wolcott
 
NY
 
—

 
197

 
1,193

 
—

 
1,390

 
(44
)
 
3/25/2015
 
2014
Family Dollar
 
Bethel
 
OH
 
852

 
139

 
1,099

 
—

 
1,238

 
(118
)
 
2/7/2014
 
2005
Family Dollar
 
Canal Winchester
 
OH
 
—

 
218

 
1,116

 
—

 
1,334

 
(66
)
 
8/28/2014
 
2012
Family Dollar
 
Canton
 
OH
 
460

 
93

 
766

 
—

 
859

 
(76
)
 
2/7/2014
 
2002
Family Dollar
 
Cincinnati
 
OH
 
—

 
221

 
1,055

 
—

 
1,276

 
(67
)
 
8/28/2014
 
2001
Family Dollar
 
Cleveland
 
OH
 
1,079

 
39

 
1,614

 
—

 
1,653

 
(163
)
 
2/7/2014
 
2003
Family Dollar
 
Cleveland
 
OH
 
1,370

 
216

 
1,818

 
—

 
2,034

 
(190
)
 
2/7/2014
 
1994
Family Dollar
 
Cortland
 
OH
 
—

 
188

 
963

 
—

 
1,151

 
(58
)
 
8/28/2014
 
2013
Family Dollar
 
Dayton
 
OH
 
—

 
107

 
899

 
—

 
1,006

 
(68
)
 
8/28/2014
 
1940
Family Dollar
 
Dayton
 
OH
 
—

 
129

 
618

 
—

 
747

 
(43
)
 
8/28/2014
 
2002
Family Dollar
 
Hamilton
 
OH
 
—

 
131

 
1,215

 
—

 
1,346

 
(70
)
 
8/28/2014
 
2013
Family Dollar
 
Jackson Center
 
OH
 
—

 
97

 
764

 
—

 
861

 
(53
)
 
4/28/2014
 
1989
Family Dollar
 
Loveland
 
OH
 
798

 
179

 
986

 
—

 
1,165

 
(105
)
 
2/7/2014
 
2002
Family Dollar
 
Middleton
 
OH
 
660

 
137

 
869

 
—

 
1,006

 
(90
)
 
2/7/2014
 
2001
Family Dollar
 
Toledo
 
OH
 
—

 
306

 
917

 
—

 
1,223

 
(148
)
 
2/25/2013
 
2012
Family Dollar
 
Toledo
 
OH
 
—

 
226

 
905

 
—

 
1,131

 
(125
)
 
7/11/2013
 
1942
Family Dollar
 
Warren
 
OH
 
—

 
170

 
681

 
—

 
851

 
(126
)
 
9/11/2012
 
2012
Family Dollar
 
Durant
 
OK
 
—

 
164

 
1,223

 
—

 
1,387

 
(76
)
 
8/28/2014
 
2000
Family Dollar
 
El Reno
 
OK
 
—

 
225

 
—

 
968

 
1,193

 
(71
)
 
3/2/2015
 
1995
Family Dollar
 
Geary
 
OK
 
—

 
167

 
882

 
—

 
1,049

 
(17
)
 
10/14/2015
 
2015
Family Dollar
 
Keota
 
OK
 
—

 
279

 
872

 
—

 
1,151

 
(61
)
 
10/16/2014
 
2014
Family Dollar
 
Kingston
 
OK
 
—

 
28

 
660

 
—

 
688

 
(63
)
 
2/7/2014
 
2000
Family Dollar
 
Oklahoma City
 
OK
 
—

 
403

 
—

 
988

 
1,391

 
(25
)
 
5/15/2015
 
2015
Family Dollar
 
Oklahoma City
 
OK
 
—

 
390

 
990

 
—

 
1,380

 
(59
)
 
8/28/2014
 
2013
Family Dollar
 
Porum
 
OK
 
—

 
18

 
—

 
995

 
1,013

 
—

 
11/5/2015
 
2015
Family Dollar
 
Poteau
 
OK
 
—

 
310

 
—

 
924

 
1,234

 
(22
)
 
8/7/2015
 
2015
Family Dollar
 
Stilwell
 
OK
 
—

 
40

 
768

 
—

 
808

 
(171
)
 
1/6/2012
 
2011

F-146


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Texhoma
 
OK
 
—

 
150

 
—

 
1,000

 
1,150

 
—

 
4/15/2015
 
In Progress
Family Dollar
 
Tulsa
 
OK
 
536

 
220

 
878

 
—

 
1,098

 
(171
)
 
7/30/2012
 
2012
Family Dollar
 
Broad Top
 
PA
 
—

 
196

 
954

 
—

 
1,150

 
(64
)
 
5/30/2014
 
2013
Family Dollar
 
Abbeville
 
SC
 
—

 
146

 
734

 
—

 
880

 
(52
)
 
5/23/2014
 
2014
Family Dollar
 
Columbia
 
SC
 
—

 
429

 
719

 
—

 
1,148

 
(73
)
 
3/12/2014
 
2014
Family Dollar
 
Columbia
 
SC
 
—

 
489

 
943

 
—

 
1,432

 
(35
)
 
2/3/2015
 
2013
Family Dollar
 
Estill
 
SC
 
—

 
244

 
757

 
—

 
1,001

 
(51
)
 
6/4/2014
 
2014
Family Dollar
 
Lancaster
 
SC
 
—

 
249

 
725

 
—

 
974

 
(45
)
 
8/28/2014
 
2013
Family Dollar
 
Manning
 
SC
 
—

 
313

 
960

 
—

 
1,273

 
(54
)
 
9/30/2014
 
2014
Family Dollar
 
Mccormick
 
SC
 
—

 
167

 
791

 
—

 
958

 
(77
)
 
4/30/2014
 
2014
Family Dollar
 
Newberry
 
SC
 
—

 
231

 
935

 
—

 
1,166

 
(94
)
 
3/27/2014
 
2013
Family Dollar
 
North
 
SC
 
—

 
193

 
979

 
—

 
1,172

 
(36
)
 
2/23/2015
 
2013
Family Dollar
 
St. Matthews
 
SC
 
—

 
175

 
828

 
—

 
1,003

 
(47
)
 
9/3/2014
 
2014
Family Dollar
 
Woodruff
 
SC
 
—

 
229

 
1,125

 
—

 
1,354

 
(65
)
 
8/28/2014
 
2010
Family Dollar
 
Blackhawk
 
SD
 
—

 
115

 
585

 
—

 
700

 
(37
)
 
8/6/2014
 
2006
Family Dollar
 
Custer
 
SD
 
—

 
32

 
617

 
—

 
649

 
(88
)
 
6/14/2013
 
1995
Family Dollar
 
Lemmon
 
SD
 
—

 
140

 
—

 
1,021

 
1,161

 
(25
)
 
5/1/2015
 
2014
Family Dollar
 
Martin
 
SD
 
—

 
85

 
764

 
—

 
849

 
(170
)
 
1/31/2012
 
2010
Family Dollar
 
Mclaughlin
 
SD
 
—

 
35

 
—

 
1,170

 
1,205

 
—

 
5/12/2015
 
In Progress
Family Dollar
 
Parker
 
SD
 
—

 
117

 
828

 
1

 
946

 
(66
)
 
10/10/2014
 
2014
Family Dollar
 
Tyndall
 
SD
 
—

 
72

 
—

 
1,072

 
1,144

 
(35
)
 
3/31/2015
 
2015
Family Dollar
 
Harrison
 
TN
 
—

 
74

 
420

 
—

 
494

 
(58
)
 
7/23/2013
 
2006
Family Dollar
 
Lexington
 
TN
 
—

 
323

 
838

 
—

 
1,161

 
(51
)
 
8/28/2014
 
2013
Family Dollar
 
Memphis
 
TN
 
—

 
248

 
1,039

 
—

 
1,287

 
(106
)
 
2/7/2014
 
2004
Family Dollar
 
Memphis
 
TN
 
638

 
215

 
811

 
—

 
1,026

 
(83
)
 
2/7/2014
 
2003
Family Dollar
 
Memphis
 
TN
 
1,251

 
376

 
1,508

 
—

 
1,884

 
(158
)
 
2/7/2014
 
2005
Family Dollar
 
Memphis
 
TN
 
973

 
336

 
1,156

 
—

 
1,492

 
(120
)
 
2/7/2014
 
2003
Family Dollar
 
Nashville
 
TN
 
—

 
334

 
1,275

 
—

 
1,609

 
(82
)
 
8/28/2014
 
1976
Family Dollar
 
Piney Flats
 
TN
 
—

 
200

 
953

 
—

 
1,153

 
(57
)
 
8/28/2014
 
2014
Family Dollar
 
Alton
 
TX
 
—

 
134

 
908

 
—

 
1,042

 
(54
)
 
8/28/2014
 
2013
Family Dollar
 
Arlington
 
TX
 
—

 
300

 
—

 
1,058

 
1,358

 
—

 
12/4/2015
 
1995
Family Dollar
 
Arlington
 
TX
 
—

 
425

 
—

 
280

 
705

 
—

 
2/13/2015
 
In Progress

F-147


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
Avinger
 
TX
 
—

 
40

 
761

 
—

 
801

 
(137
)
 
10/22/2012
 
2012
Family Dollar
 
Balch Springs
 
TX
 
—

 
318

 
—

 
1,209

 
1,527

 
—

 
4/10/2015
 
2015
Family Dollar
 
Beaumont
 
TX
 
—

 
215

 
1,511

 
—

 
1,726

 
(140
)
 
2/7/2014
 
2003
Family Dollar
 
Beaumont
 
TX
 
—

 
235

 
810

 
—

 
1,045

 
(82
)
 
2/7/2014
 
2003
Family Dollar
 
Beaumont
 
TX
 
654

 
225

 
806

 
—

 
1,031

 
(81
)
 
2/7/2014
 
2003
Family Dollar
 
Blooming Grove
 
TX
 
—

 
70

 
753

 
—

 
823

 
(46
)
 
8/28/2014
 
2014
Family Dollar
 
Brazoria
 
TX
 
—

 
216

 
966

 
—

 
1,182

 
(97
)
 
2/7/2014
 
2002
Family Dollar
 
Broaddus
 
TX
 
—

 
75

 
—

 
922

 
997

 
(64
)
 
2/6/2015
 
1995
Family Dollar
 
Caldwell
 
TX
 
—

 
138

 
552

 
11

 
701

 
(112
)
 
5/29/2012
 
2012
Family Dollar
 
Centerville
 
TX
 
—

 
226

 
679

 
—

 
905

 
(87
)
 
9/10/2013
 
2013
Family Dollar
 
Chireno
 
TX
 
—

 
50

 
943

 
—

 
993

 
(161
)
 
12/10/2012
 
2012
Family Dollar
 
Clarendon
 
TX
 
—

 
83

 
749

 
—

 
832

 
(96
)
 
9/17/2013
 
2013
Family Dollar
 
Cockrell Hill
 
TX
 
970

 
369

 
1,156

 
—

 
1,525

 
(119
)
 
2/7/2014
 
2002
Family Dollar
 
Converse
 
TX
 
409

 
148

 
469

 
—

 
617

 
(49
)
 
2/7/2014
 
2003
Family Dollar
 
Dallas
 
TX
 
627

 
292

 
676

 
—

 
968

 
(72
)
 
2/7/2014
 
2004
Family Dollar
 
Dickinson
 
TX
 
681

 
182

 
876

 
—

 
1,058

 
(89
)
 
2/7/2014
 
2010
Family Dollar
 
Donna
 
TX
 
—

 
194

 
855

 
—

 
1,049

 
(52
)
 
8/28/2014
 
2013
Family Dollar
 
Eagle Lake
 
TX
 
—

 
100

 
566

 
—

 
666

 
(110
)
 
7/6/2012
 
2012
Family Dollar
 
Etoile
 
TX
 
—

 
45

 
850

 
—

 
895

 
(113
)
 
8/6/2013
 
2013
Family Dollar
 
Floydada
 
TX
 
—

 
36

 
681

 
—

 
717

 
(155
)
 
12/30/2011
 
2010
Family Dollar
 
Fort Worth
 
TX
 
—

 
276

 
935

 
—

 
1,211

 
(18
)
 
8/21/2015
 
1995
Family Dollar
 
Fort Worth
 
TX
 
—

 
350

 
—

 
1,139

 
1,489

 
—

 
11/3/2014
 
In Progress
Family Dollar
 
Houston
 
TX
 
—

 
174

 
696

 
—

 
870

 
(106
)
 
4/26/2013
 
1995
Family Dollar
 
Houston
 
TX
 
886

 
297

 
1,081

 
—

 
1,378

 
(109
)
 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
—

 
565

 
1,223

 
—

 
1,788

 
(126
)
 
2/7/2014
 
2009
Family Dollar
 
Houston
 
TX
 
—

 
138

 
1,052

 
—

 
1,190

 
(105
)
 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
—

 
128

 
769

 
—

 
897

 
(72
)
 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
911

 
277

 
1,144

 
—

 
1,421

 
(115
)
 
2/7/2014
 
2002
Family Dollar
 
Houston
 
TX
 
920

 
1,355

 
95

 
—

 
1,450

 
(17
)
 
2/7/2014
 
1981
Family Dollar
 
Industry
 
TX
 
—

 
190

 
—

 
902

 
1,092

 
—

 
1/5/2015
 
2014
Family Dollar
 
Jacksonville
 
TX
 
—

 
195

 
1,003

 
—

 
1,198

 
(104
)
 
3/21/2014
 
2014
Family Dollar
 
Kerens
 
TX
 
365

 
73

 
658

 
—

 
731

 
(143
)
 
2/29/2012
 
2011

F-148


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
La Pryor
 
TX
 
—

 
74

 
817

 
—

 
891

 
(49
)
 
8/28/2014
 
2013
Family Dollar
 
Leander
 
TX
 
557

 
355

 
489

 
—

 
844

 
(52
)
 
2/7/2014
 
2004
Family Dollar
 
Lovelady
 
TX
 
—

 
82

 
740

 
—

 
822

 
(116
)
 
3/27/2013
 
1995
Family Dollar
 
Lufkin
 
TX
 
1,153

 
198

 
1,600

 
—

 
1,798

 
(160
)
 
2/7/2014
 
2004
Family Dollar
 
Marshall
 
TX
 
—

 
85

 
662

 
—

 
747

 
(70
)
 
2/7/2014
 
2001
Family Dollar
 
Mcallen
 
TX
 
—

 
445

 
896

 
—

 
1,341

 
(53
)
 
8/28/2014
 
2013
Family Dollar
 
Mcallen
 
TX
 
857

 
219

 
1,093

 
—

 
1,312

 
(111
)
 
2/7/2014
 
2004
Family Dollar
 
Mesquite
 
TX
 
—

 
426

 
—

 
1,146

 
1,572

 
(31
)
 
5/29/2015
 
1995
Family Dollar
 
Mesquite
 
TX
 
—

 
1,414

 
—

 
(55
)
 
1,359

 
—

 
9/1/2015
 
2015
Family Dollar
 
Mesquite
 
TX
 
—

 
1,460

 
—

 
(184
)
 
1,276

 
(29
)
 
7/9/2015
 
2015
Family Dollar
 
Mexia
 
TX
 
—

 
112

 
495

 
—

 
607

 
(53
)
 
2/7/2014
 
2000
Family Dollar
 
Noonday
 
TX
 
625

 
103

 
895

 
—

 
998

 
(91
)
 
2/7/2014
 
2004
Family Dollar
 
Oakhurst
 
TX
 
—

 
36

 
683

 
—

 
719

 
(117
)
 
12/12/2012
 
2012
Family Dollar
 
Oakwood
 
TX
 
—

 
133

 
752

 
—

 
885

 
(90
)
 
11/20/2013
 
2013
Family Dollar
 
Ore City
 
TX
 
—

 
27

 
744

 
—

 
771

 
(45
)
 
8/28/2014
 
2013
Family Dollar
 
Palestine
 
TX
 
671

 
120

 
914

 
—

 
1,034

 
(94
)
 
2/7/2014
 
2000
Family Dollar
 
Pharr
 
TX
 
969

 
219

 
1,253

 
—

 
1,472

 
(128
)
 
2/7/2014
 
2002
Family Dollar
 
Plano
 
TX
 
—

 
468

 
869

 
—

 
1,337

 
(116
)
 
8/1/2013
 
2013
Family Dollar
 
Port Arthur
 
TX
 
1,044

 
178

 
1,452

 
—

 
1,630

 
(145
)
 
2/7/2014
 
2005
Family Dollar
 
Raymondville
 
TX
 
542

 
117

 
707

 
—

 
824

 
(72
)
 
2/7/2014
 
2002
Family Dollar
 
Refugio
 
TX
 
—

 
110

 
982

 
—

 
1,092

 
(58
)
 
8/28/2014
 
2013
Family Dollar
 
Rio Grande
 
TX
 
—

 
133

 
1,284

 
—

 
1,417

 
(130
)
 
2/7/2014
 
2003
Family Dollar
 
Robstown
 
TX
 
550

 
44

 
852

 
—

 
896

 
(83
)
 
2/7/2014
 
2003
Family Dollar
 
Royse City
 
TX
 
972

 
411

 
1,078

 
—

 
1,489

 
(111
)
 
2/7/2014
 
2002
Family Dollar
 
Sabinal
 
TX
 
—

 
35

 
952

 
—

 
987

 
(56
)
 
8/28/2014
 
2013
Family Dollar
 
San Angelo
 
TX
 
891

 
232

 
1,118

 
—

 
1,350

 
(115
)
 
2/7/2014
 
2011
Family Dollar
 
San Antonio
 
TX
 
800

 
198

 
1,018

 
—

 
1,216

 
(104
)
 
2/7/2014
 
2002
Family Dollar
 
San Antonio
 
TX
 
864

 
299

 
1,039

 
—

 
1,338

 
(106
)
 
2/7/2014
 
2004
Family Dollar
 
San Antonio
 
TX
 
598

 
260

 
653

 
—

 
913

 
(68
)
 
2/7/2014
 
2004
Family Dollar
 
San Antonio
 
TX
 
506

 
211

 
567

 
—

 
778

 
(59
)
 
2/7/2014
 
2004
Family Dollar
 
San Antonio
 
TX
 
728

 
214

 
911

 
—

 
1,125

 
(92
)
 
2/7/2014
 
2004
Family Dollar
 
San Antonio
 
TX
 
1,143

 
117

 
1,619

 
—

 
1,736

 
(164
)
 
2/7/2014
 
2004

F-149


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Family Dollar
 
San Benito
 
TX
 
598

 
132

 
772

 
—

 
904

 
(79
)
 
2/7/2014
 
2004
Family Dollar
 
San Diego
 
TX
 
602

 
55

 
855

 
—

 
910

 
(87
)
 
2/7/2014
 
2004
Family Dollar
 
Seadrift
 
TX
 
—

 
51

 
832

 
—

 
883

 
(50
)
 
8/28/2014
 
2013
Family Dollar
 
Somerville
 
TX
 
—

 
131

 
743

 
—

 
874

 
(127
)
 
12/31/2012
 
1995
Family Dollar
 
Sonora
 
TX
 
—

 
49

 
548

 
—

 
597

 
(40
)
 
8/28/2014
 
2001
Family Dollar
 
Tyler
 
TX
 
416

 
132

 
554

 
—

 
686

 
(56
)
 
2/7/2014
 
2003
Family Dollar
 
Victoria
 
TX
 
—

 
441

 
144

 
—

 
585

 
(18
)
 
2/7/2014
 
2003
Family Dollar
 
Waco
 
TX
 
440

 
125

 
544

 
—

 
669

 
(56
)
 
2/7/2014
 
2001
Family Dollar
 
Weatherford
 
TX
 
—

 
218

 
1,057

 
(5
)
 
1,270

 
(80
)
 
10/10/2014
 
2014
Family Dollar
 
Beaver
 
UT
 
646

 
107

 
913

 
—

 
1,020

 
(94
)
 
2/7/2014
 
2007
Family Dollar
 
Bristol
 
VA
 
608

 
104

 
837

 
—

 
941

 
(90
)
 
2/7/2014
 
1978
Family Dollar
 
Gretna
 
VA
 
—

 
131

 
744

 
—

 
875

 
(103
)
 
7/2/2013
 
2012
Family Dollar
 
Hopewell
 
VA
 
—

 
430

 
987

 
—

 
1,417

 
(107
)
 
2/26/2014
 
2014
Family Dollar
 
Petersburg
 
VA
 
948

 
142

 
1,209

 
—

 
1,351

 
(130
)
 
2/7/2014
 
2003
Family Dollar
 
Stuart
 
VA
 
—

 
204

 
750

 
—

 
954

 
(38
)
 
4/18/2014
 
2013
Family Dollar
 
Wirtz
 
VA
 
—

 
148

 
919

 
—

 
1,067

 
(55
)
 
8/28/2014
 
2013
Family Dollar
 
Green Bay
 
WI
 
—

 
304

 
1,072

 
—

 
1,376

 
(112
)
 
2/7/2014
 
2011
Family Dollar
 
Markesan
 
WI
 
—

 
92

 
831

 
—

 
923

 
(95
)
 
12/12/2013
 
2013
Family Dollar
 
Mayville
 
WI
 
—

 
128

 
1,023

 
—

 
1,151

 
(110
)
 
2/26/2014
 
2014
Family Dollar
 
Milwaukee
 
WI
 
970

 
161

 
1,397

 
—

 
1,558

 
(139
)
 
2/7/2014
 
2003
Family Dollar
 
Thorp
 
WI
 
—

 
90

 
810

 
—

 
900

 
(108
)
 
8/30/2013
 
2013
Family Dollar
 
Webster
 
WI
 
—

 
43

 
808

 
—

 
851

 
(112
)
 
7/11/2013
 
2013
Family Dollar
 
Alderson
 
WV
 
—

 
166

 
663

 
—

 
829

 
(92
)
 
7/11/2013
 
2012
Family Dollar
 
Kemmerer
 
WY
 
—

 
45

 
853

 
—

 
898

 
(138
)
 
2/22/2013
 
2013
Family Dollar
 
Mountain View
 
WY
 
—

 
44

 
838

 
—

 
882

 
(108
)
 
9/13/2013
 
2013
Family Dollar
 
Torrington
 
WY
 
—

 
72

 
645

 
—

 
717

 
(95
)
 
5/9/2013
 
1995
Family Fare Supermarket
 
Battle Creek
 
MI
 
—

 
1,393

 
7,950

 
—

 
9,343

 
(830
)
 
2/7/2014
 
2010
Famous Dave's
 
Independence
 
MO
 
—

 
620

 
422

 
—

 
1,042

 
(59
)
 
6/27/2013
 
1995
Farmers Insurance
 
Simi Valley
 
CA
 
25,620

 
5,158

 
12,614

 
—

 
17,772

 
(644
)
 
11/5/2013
 
1982
Farmers Insurance
 
Mercer Island
 
WA
 
—

 
24,285

 
28,210

 
—

 
52,495

 
(2,944
)
 
11/5/2013
 
1982
Fazoli's
 
Carmel
 
IN
 
—

 
427

 
522

 
—

 
949

 
(68
)
 
7/31/2013
 
1986
Fazoli's
 
Appleton
 
WI
 
—

 
705

 
—

 
—

 
705

 
—

 
7/31/2013
 
1995

F-150


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
FedEx
 
Homewood
 
AL
 
—

 
522

 
779

 
—

 
1,301

 
(111
)
 
6/27/2013
 
2000
FedEx
 
Lowell
 
AR
 
—

 
396

 
7,521

 
—

 
7,917

 
(1,281
)
 
3/15/2013
 
2007
FedEx
 
Tempe
 
AZ
 
—

 
2,914

 
12,300

 
—

 
15,214

 
(956
)
 
6/25/2014
 
2004
FedEx
 
Yuma
 
AZ
 
1,296

 
—

 
2,076

 
—

 
2,076

 
(412
)
 
10/17/2012
 
2011
FedEx
 
Chico
 
CA
 
—

 
308

 
2,776

 
—

 
3,084

 
(529
)
 
11/9/2012
 
2006
FedEx
 
Commerce City
 
CO
 
20,394

 
6,556

 
26,224

 
—

 
32,780

 
(6,065
)
 
3/20/2012
 
2007
FedEx
 
Melbourne
 
FL
 
—

 
159

 
1,433

 
—

 
1,592

 
(215
)
 
7/26/2013
 
2001
FedEx
 
Albany
 
GA
 
—

 
195

 
3,711

 
—

 
3,906

 
(500
)
 
10/11/2013
 
2013
FedEx
 
Des Moines
 
IA
 
1,318

 
733

 
1,361

 
156

 
2,250

 
(228
)
 
4/18/2013
 
1986
FedEx
 
Ottumwa
 
IA
 
1,658

 
205

 
2,552

 
2,719

 
5,476

 
(582
)
 
10/30/2012
 
2012
FedEx
 
Waterloo
 
IA
 
1,867

 
152

 
2,882

 
—

 
3,034

 
(491
)
 
3/22/2013
 
2006
FedEx
 
Effingham
 
IL
 
6,992

 
1,875

 
14,827

 
—

 
16,702

 
(1,314
)
 
2/7/2014
 
2008
FedEx
 
Kankakee
 
IL
 
—

 
195

 
1,103

 
(18
)
 
1,280

 
(241
)
 
5/31/2012
 
2003
FedEx
 
Mt Vernon
 
IL
 
—

 
222

 
1,259

 
—

 
1,481

 
(278
)
 
5/31/2012
 
1998
FedEx
 
Quincy
 
IL
 
1,514

 
371

 
2,101

 
3,011

 
5,483

 
(422
)
 
9/28/2012
 
2012
FedEx
 
Rockford
 
IL
 
—

 
2,571

 
12,567

 
—

 
15,138

 
(127
)
 
10/9/2015
 
2015
FedEx
 
Evansville
 
IN
 
—

 
665

 
2,661

 
—

 
3,326

 
(588
)
 
5/31/2012
 
1998
FedEx
 
Kokomo
 
IN
 
2,296

 
186

 
3,541

 
—

 
3,727

 
(819
)
 
3/16/2012
 
2012
FedEx
 
Lafayette
 
IN
 
2,215

 
768

 
4,128

 
—

 
4,896

 
(355
)
 
2/7/2014
 
2008
FedEx
 
Bel Aire
 
KS
 
—

 
433

 
8,678

 
—

 
9,111

 
(89
)
 
10/7/2015
 
2015
FedEx
 
Independence
 
KS
 
1,406

 
114

 
2,166

 
—

 
2,280

 
(424
)
 
10/30/2012
 
2012
FedEx
 
Hazard
 
KY
 
2,625

 
215

 
4,085

 
—

 
4,300

 
(820
)
 
9/28/2012
 
2012
FedEx
 
London
 
KY
 
—

 
191

 
1,081

 
—

 
1,272

 
(239
)
 
5/31/2012
 
2003
FedEx
 
London
 
KY
 
—

 
350

 
3,151

 
—

 
3,501

 
(425
)
 
10/11/2013
 
2013
FedEx
 
Bossier City
 
LA
 
—

 
295

 
6,223

 
—

 
6,518

 
(580
)
 
2/7/2014
 
2009
FedEx
 
Grand Rapids
 
MI
 
4,800

 
1,797

 
7,189

 
—

 
8,986

 
(1,553
)
 
6/14/2012
 
2012
FedEx
 
Port Huron
 
MI
 
—

 
125

 
1,121

 
—

 
1,246

 
(180
)
 
5/31/2013
 
2003
FedEx
 
Roseville
 
MN
 
6,073

 
1,462

 
8,282

 
—

 
9,744

 
(1,579
)
 
11/30/2012
 
2012
FedEx
 
Columbia
 
MO
 
—

 
1,402

 
7,794

 
—

 
9,196

 
(478
)
 
9/30/2014
 
2007
FedEx
 
Mccomb
 
MS
 
—

 
548

 
3,268

 
2,105

 
5,921

 
(278
)
 
2/7/2014
 
2008
FedEx
 
Butte
 
MT
 
5,060

 
403

 
7,653

 
2,763

 
10,819

 
(2,064
)
 
9/27/2011
 
2001
FedEx
 
Greenville
 
NC
 
—

 
363

 
6,903

 
—

 
7,266

 
(1,632
)
 
2/22/2012
 
2006

F-151


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
FedEx
 
Belmont
 
NH
 
1,786

 
265

 
2,386

 
—

 
2,651

 
(588
)
 
12/29/2011
 
1991
FedEx
 
Wendover
 
NV
 
—

 
262

 
1,483

 
—

 
1,745

 
(260
)
 
2/25/2013
 
2012
FedEx
 
Winnemucca
 
NV
 
—

 
280

 
1,585

 
—

 
1,865

 
(278
)
 
2/25/2013
 
2012
FedEx
 
Blauvelt
 
NY
 
26,100

 
14,420

 
26,779

 
—

 
41,199

 
(6,058
)
 
4/5/2012
 
2012
FedEx
 
Marcy
 
NY
 
—

 
339

 
5,795

 
—

 
6,134

 
(595
)
 
9/5/2014
 
2006
FedEx
 
Montgomery
 
NY
 
—

 
3,582

 
20,071

 
363

 
24,016

 
(2,316
)
 
2/26/2014
 
2003
FedEx
 
Plattsburg
 
NY
 
2,614

 
801

 
3,982

 
—

 
4,783

 
(401
)
 
2/7/2014
 
2008
FedEx
 
Chillicothe
 
OH
 
—

 
143

 
1,284

 
—

 
1,427

 
(284
)
 
5/31/2012
 
2000
FedEx
 
Lebanon
 
OH
 
6,034

 
1,492

 
8,452

 
—

 
9,944

 
(1,292
)
 
8/26/2013
 
2013
FedEx
 
Northwood
 
OH
 
2,410

 
674

 
5,497

 
—

 
6,171

 
(478
)
 
2/7/2014
 
1998
FedEx
 
Tulsa
 
OK
 
—

 
458

 
8,695

 
—

 
9,153

 
(2,055
)
 
2/22/2012
 
2008
FedEx
 
Tulsa
 
OK
 
—

 
1,476

 
18,054

 
—

 
19,530

 
(2,109
)
 
3/31/2014
 
1999
FedEx
 
Mount Pleasant
 
PA
 
—

 
454

 
1,912

 
397

 
2,763

 
(439
)
 
5/31/2012
 
2001
FedEx
 
Tinicum
 
PA
 
—

 
—

 
32,180

 
549

 
32,729

 
(4,670
)
 
8/15/2013
 
2013
FedEx
 
Rapid City
 
SD
 
1,868

 
305

 
2,741

 
4,142

 
7,188

 
(508
)
 
5/8/2015
 
2007
FedEx
 
Blountville
 
TN
 
3,700

 
562

 
5,056

 
—

 
5,618

 
(1,195
)
 
2/3/2012
 
2009
FedEx
 
Humboldt
 
TN
 
2,930

 
239

 
4,543

 
—

 
4,782

 
(958
)
 
7/11/2012
 
2008
FedEx
 
Bryan
 
TX
 
—

 
1,422

 
4,763

 
67

 
6,252

 
(768
)
 
6/15/2012
 
1995
FedEx
 
Dublin
 
VA
 
—

 
683

 
3,164

 
1,768

 
5,615

 
(342
)
 
2/7/2014
 
2009
FedEx
 
Omak
 
WA
 
1,023

 
252

 
1,425

 
—

 
1,677

 
(286
)
 
9/27/2012
 
2012
FedEx
 
Wenatchee
 
WA
 
1,630

 
266

 
2,393

 
—

 
2,659

 
(481
)
 
9/27/2012
 
1995
FedEx
 
Parkersburg
 
WV
 
2,379

 
193

 
3,671

 
—

 
3,864

 
(737
)
 
9/20/2012
 
2012
FedEx
 
Riverton
 
WY
 
—

 
431

 
1,006

 
—

 
1,437

 
(136
)
 
10/23/2013
 
2013
Fire Mountain Buffet
 
Cullman
 
AL
 
—

 
847

 
2,390

 
(1,118
)
 
2,119

 
(52
)
 
2/7/2014
 
1996
Fire Mountain Buffet
 
Tuscaloosa
 
AL
 
—

 
244

 
1,306

 
—

 
1,550

 
(156
)
 
1/8/2014
 
2001
Fire Mountain Buffet
 
Searcy
 
AR
 
—

 
231

 
1,286

 
—

 
1,517

 
(179
)
 
1/8/2014
 
1998
Fire Mountain Buffet
 
Bossier City
 
LA
 
—

 
1,168

 
2,594

 
(1,518
)
 
2,244

 
(52
)
 
2/7/2014
 
2004
Fire Mountain Buffet
 
Hagerstown
 
MD
 
—

 
244

 
1,306

 
—

 
1,550

 
(302
)
 
1/8/2014
 
2001
Fire Mountain Buffet
 
West Plains
 
MO
 
—

 
249

 
1,313

 
—

 
1,562

 
(236
)
 
1/8/2014
 
1997
Fire Mountain Buffet
 
Horn Lake
 
MS
 
—

 
925

 
2,463

 
(1,369
)
 
2,019

 
(49
)
 
2/7/2014
 
1995
Fire Mountain Buffet
 
Beaver Falls
 
PA
 
—

 
243

 
1,304

 
—

 
1,547

 
(194
)
 
1/8/2014
 
2004
Fire Mountain Buffet
 
Mechanicsburg
 
PA
 
—

 
253

 
1,319

 
—

 
1,572

 
(257
)
 
1/8/2014
 
1995

F-152


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Fire Mountain Buffet
 
Summerville
 
SC
 
—

 
245

 
1,308

 
—

 
1,553

 
(183
)
 
1/8/2014
 
1997
Fire Mountain Buffet
 
Charleston
 
WV
 
—

 
243

 
1,305

 
—

 
1,548

 
(213
)
 
1/8/2014
 
2000
First Bank
 
Pinellas Park
 
FL
 
—

 
630

 
1,470

 
4

 
2,104

 
(174
)
 
10/1/2013
 
1980
Fleming's Steakhouse
 
Englewood
 
CO
 
—

 
1,152

 
3,055

 
—

 
4,207

 
(348
)
 
2/7/2014
 
2004
Flint Energy Technologies
 
Rhome
 
TX
 
—

 
284

 
1,752

 
—

 
2,036

 
(114
)
 
9/19/2014
 
2014
FMC Corp.
 
Mechanicsville
 
PA
 
3,991

 
2,108

 
3,315

 
—

 
5,423

 
(485
)
 
2/21/2014
 
1996
Folsom Gateway II
 
Folsom
 
CA
 
21,600

 
10,314

 
27,983

 
132

 
38,429

 
(2,647
)
 
2/7/2014
 
2006
Food Lion
 
Moyock
 
NC
 
—

 
1,269

 
2,950

 
—

 
4,219

 
(334
)
 
2/7/2014
 
1999
Forum Energy Technology
 
Guthrie
 
OK
 
—

 
393

 
1,305

 
—

 
1,698

 
(96
)
 
6/25/2014
 
1979
Forum Energy Technology
 
Gainesville
 
TX
 
—

 
123

 
6,019

 
—

 
6,142

 
(424
)
 
6/25/2014
 
2008
Forum Energy Technology
 
Gainesville
 
TX
 
—

 
158

 
—

 
—

 
158

 
—

 
6/25/2014
 
1995
Fresenius Medical Care
 
Fairhope
 
AL
 
—

 
—

 
2,035

 
—

 
2,035

 
(235
)
 
7/8/2013
 
2006
Fresenius Medical Care
 
Foley
 
AL
 
—

 
287

 
2,580

 
—

 
2,867

 
(298
)
 
7/8/2013
 
2009
Fresenius Medical Care
 
Mobile
 
AL
 
—

 
278

 
2,505

 
—

 
2,783

 
(289
)
 
7/8/2013
 
2009
Fresenius Medical Care
 
Defuniak Springs
 
FL
 
—

 
115

 
2,180

 
—

 
2,295

 
(252
)
 
7/8/2013
 
2008
Fresenius Medical Care
 
Aurora
 
IL
 
2,294

 
287

 
2,584

 
(22
)
 
2,849

 
(418
)
 
7/13/2012
 
1996
Fresenius Medical Care
 
Chicago
 
IL
 
—

 
588

 
1,764

 
—

 
2,352

 
(287
)
 
7/31/2012
 
1960
Fresenius Medical Care
 
Waukegan
 
IL
 
—

 
94

 
1,792

 
50

 
1,936

 
(293
)
 
7/31/2012
 
1980
Fresenius Medical Care
 
Peru
 
IN
 
—

 
69

 
1,305

 
—

 
1,374

 
(217
)
 
6/27/2012
 
1982
Fresenius Medical Care
 
Bossier City
 
LA
 
—

 
120

 
682

 
—

 
802

 
(95
)
 
1/30/2013
 
2008
Fresenius Medical Care
 
Caro
 
MI
 
—

 
92

 
1,744

 
—

 
1,836

 
(290
)
 
6/5/2012
 
1995
Fresenius Medical Care
 
Jackson
 
MI
 
1,948

 
137

 
2,603

 
—

 
2,740

 
(433
)
 
6/5/2012
 
1995
Fresenius Medical Care
 
Albemarle
 
NC
 
—

 
139

 
1,253

 
—

 
1,392

 
(160
)
 
4/30/2013
 
2008
Fresenius Medical Care
 
Angiers
 
NC
 
—

 
203

 
1,152

 
—

 
1,355

 
(147
)
 
4/30/2013
 
2012
Fresenius Medical Care
 
Asheboro
 
NC
 
2,373

 
323

 
2,903

 
—

 
3,226

 
(369
)
 
4/30/2013
 
2012
Fresenius Medical Care
 
Clinton
 
NC
 
—

 
139

 
2,655

 
—

 
2,794

 
(316
)
 
6/28/2013
 
1995
Fresenius Medical Care
 
Fairmont
 
NC
 
—

 
201

 
1,819

 
—

 
2,020

 
(217
)
 
6/28/2013
 
2002
Fresenius Medical Care
 
Fayetteville
 
NC
 
—

 
420

 
2,379

 
—

 
2,799

 
(284
)
 
6/28/2013
 
1995
Fresenius Medical Care
 
Fayetteville
 
NC
 
—

 
134

 
2,551

 
—

 
2,685

 
(305
)
 
6/28/2013
 
2004
Fresenius Medical Care
 
Fayetteville
 
NC
 
—

 
178

 
3,379

 
—

 
3,557

 
(404
)
 
6/28/2013
 
1999
Fresenius Medical Care
 
Lumberton
 
NC
 
—

 
117

 
2,216

 
—

 
2,333

 
(265
)
 
6/28/2013
 
1986
Fresenius Medical Care
 
Pembroke
 
NC
 
—

 
81

 
1,547

 
—

 
1,628

 
(185
)
 
6/28/2013
 
2009

F-153


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Fresenius Medical Care
 
Red Springs
 
NC
 
—

 
101

 
1,913

 
—

 
2,014

 
(228
)
 
6/28/2013
 
2000
Fresenius Medical Care
 
Roseboro
 
NC
 
—

 
74

 
1,404

 
—

 
1,478

 
(168
)
 
6/28/2013
 
2010
Fresenius Medical Care
 
St. Pauls
 
NC
 
—

 
73

 
1,389

 
—

 
1,462

 
(166
)
 
6/28/2013
 
2008
Fresenius Medical Care
 
Taylorsville
 
NC
 
—

 
275

 
1,099

 
—

 
1,374

 
(140
)
 
4/30/2013
 
2011
Fresenius Medical Care
 
Warsaw
 
NC
 
—

 
75

 
1,428

 
—

 
1,503

 
(210
)
 
11/13/2012
 
2003
Fresenius Medical Care
 
Kings Mills
 
OH
 
—

 
399

 
598

 
6

 
1,003

 
(97
)
 
6/5/2012
 
1995
Fresenius Medical Care
 
Dallas
 
TX
 
—

 
377

 
1,132

 
(42
)
 
1,467

 
(145
)
 
2/28/2013
 
1958
Front Range Community College
 
Longmont
 
CO
 
—

 
407

 
2,428

 
—

 
2,835

 
(297
)
 
1/8/2014
 
1987
Front Range Community College
 
Longmont
 
CO
 
—

 
1,150

 
9,067

 
531

 
10,748

 
(1,110
)
 
1/8/2014
 
1988
Furr's
 
Garland
 
TX
 
—

 
1,529

 
3,715

 
—

 
5,244

 
(541
)
 
6/27/2013
 
2008
Gainsville Fuel
 
Cleburne
 
TX
 
—

 
70

 
—

 
—

 
70

 
—

 
6/25/2014
 
2009
Gander Mountain
 
Houston
 
TX
 
—

 
2,640

 
10,559

 
—

 
13,199

 
(960
)
 
5/19/2014
 
2004
Garden Ridge
 
Stockbridge
 
GA
 
—

 
2,057

 
8,967

 
—

 
11,024

 
(920
)
 
2/7/2014
 
1998
GE Aviation
 
Auburn
 
AL
 
24,133

 
1,627

 
30,920

 
—

 
32,547

 
(5,097
)
 
11/21/2012
 
1995
GE Engine
 
Winfield
 
KS
 
—

 
1,078

 
5,087

 
7

 
6,172

 
(1,438
)
 
5/6/2014
 
1951
General Electric
 
Longmont
 
CO
 
—

 
1,402

 
15,640

 
781

 
17,823

 
(1,962
)
 
1/8/2014
 
1993
General Mills
 
Geneva
 
IL
 
16,555

 
7,457

 
22,371

 
—

 
29,828

 
(4,947
)
 
5/23/2012
 
1998
General Mills
 
Fort Wayne
 
IN
 
—

 
2,533

 
48,130

 
—

 
50,663

 
(9,419
)
 
10/18/2012
 
2012
General Service Administration
 
Birmingham
 
AL
 
—

 
1,400

 
8,830

 
—

 
10,230

 
(1,074
)
 
11/5/2013
 
2005
General Service Administration
 
Mobile
 
AL
 
—

 
268

 
5,095

 
49

 
5,412

 
(993
)
 
6/19/2012
 
1995
General Service Administration
 
North Birmingham
 
AL
 
—

 
2,982

 
19,982

 
—

 
22,964

 
(2,467
)
 
11/5/2013
 
2005
General Service Administration
 
Springerville
 
AZ
 
—

 
148

 
2,810

 
348

 
3,306

 
(545
)
 
7/2/2012
 
2006
General Service Administration
 
Craig
 
CO
 
—

 
129

 
1,159

 
—

 
1,288

 
(258
)
 
12/30/2011
 
1995
General Service Administration
 
Cocoa
 
FL
 
500

 
253

 
1,435

 
15

 
1,703

 
(320
)
 
12/13/2011
 
1995
General Service Administration
 
Stuart
 
FL
 
—

 
900

 
3,600

 
—

 
4,500

 
(751
)
 
3/5/2012
 
2011
General Service Administration
 
Grangeville
 
ID
 
2,100

 
317

 
6,023

 
—

 
6,340

 
(1,256
)
 
3/5/2012
 
2007
General Service Administration
 
Kansas City
 
KS
 
14,010

 
4,264

 
29,678

 
66

 
34,008

 
(3,519
)
 
11/5/2013
 
2003
General Service Administration
 
Springfield
 
MO
 
—

 
131

 
2,489

 
—

 
2,620

 
(496
)
 
5/15/2012
 
2011
General Service Administration
 
Albany
 
NY
 
10,137

 
2,470

 
11,836

 
107

 
14,413

 
(1,585
)
 
11/5/2013
 
1995
General Service Administration
 
Freeport
 
NY
 
—

 
843

 
3,372

 
—

 
4,215

 
(734
)
 
1/10/2012
 
1995
General Service Administration
 
Plattsburgh
 
NY
 
—

 
508

 
4,572

 
—

 
5,080

 
(891
)
 
6/19/2012
 
2008
General Service Administration
 
Warren
 
PA
 
—

 
341

 
3,114

 
—

 
3,455

 
(609
)
 
6/19/2012
 
2008

F-154


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
General Service Administration
 
Ponce
 
PR
 
—

 
1,780

 
9,313

 
273

 
11,366

 
(1,412
)
 
11/5/2013
 
1995
General Service Administration
 
Austin
 
TX
 
—

 
1,570

 
3,057

 
—

 
4,627

 
(478
)
 
11/5/2013
 
2005
General Service Administration
 
Fort Worth
 
TX
 
—

 
477

 
4,294

 
(4
)
 
4,767

 
(855
)
 
5/9/2012
 
2010
General Service Administration
 
Gloucester
 
VA
 
—

 
287

 
1,628

 
—

 
1,915

 
(317
)
 
6/20/2012
 
1995
Genlyte Thomas Group, LLC.
 
Franklin Park
 
IL
 
4,561

 
958

 
3,176

 
(1,337
)
 
2,797

 
—

 
3/28/2014
 
1969
Giant Eagle
 
Gahanna
 
OH
 
—

 
3,549

 
16,736

 
—

 
20,285

 
(1,480
)
 
2/7/2014
 
2002
Giant Eagle
 
Lancaster
 
OH
 
—

 
2,210

 
15,649

 
—

 
17,859

 
(1,345
)
 
2/7/2014
 
2008
Glen's Market
 
Manistee
 
MI
 
—

 
294

 
6,694

 
—

 
6,988

 
(657
)
 
2/7/2014
 
2009
Globe Energy Services
 
Hobbs
 
NM
 
—

 
358

 
1,129

 
—

 
1,487

 
(93
)
 
6/12/2014
 
2013
Globe Energy Services
 
Big Springs
 
TX
 
—

 
426

 
599

 
—

 
1,025

 
(51
)
 
6/25/2014
 
2012
Globe Energy Services
 
Levelland
 
TX
 
—

 
42

 
1,887

 
—

 
1,929

 
(154
)
 
6/25/2014
 
1997
Globe Energy Services
 
Midland
 
TX
 
—

 
1,063

 
528

 
—

 
1,591

 
(45
)
 
6/12/2014
 
2009
Globe Energy Services
 
Midland
 
TX
 
—

 
1,013

 
968

 
—

 
1,981

 
(73
)
 
6/12/2014
 
2010
Globe Energy Services
 
Monahans
 
TX
 
—

 
50

 
538

 
—

 
588

 
(44
)
 
6/12/2014
 
2011
Globe Energy Services
 
Odessa
 
TX
 
—

 
104

 
1,259

 
—

 
1,363

 
(84
)
 
6/25/2014
 
1963
Globe Energy Services
 
Odessa
 
TX
 
—

 
500

 
3,891

 
—

 
4,391

 
(323
)
 
6/12/2014
 
1963
Globe Energy Services
 
San Angelo
 
TX
 
—

 
821

 
1,658

 
—

 
2,479

 
(123
)
 
6/12/2014
 
2012
Globe Energy Services
 
Snyder
 
TX
 
—

 
466

 
588

 
—

 
1,054

 
(52
)
 
6/12/2014
 
2005
Globe Energy Services
 
Snyder
 
TX
 
—

 
174

 
1,189

 
—

 
1,363

 
(82
)
 
6/12/2014
 
1975
GM Financial
 
Arlington
 
TX
 
24,301

 
7,901

 
35,553

 
—

 
43,454

 
(4,188
)
 
11/5/2013
 
1998
GoFrac, LLC
 
Weatherford
 
TX
 
—

 
102

 
3,386

 
—

 
3,488

 
(527
)
 
6/12/2014
 
2011
Golden Corral
 
Gilbert
 
AZ
 
—

 
871

 
2,910

 
—

 
3,781

 
(424
)
 
6/27/2013
 
2006
Golden Corral
 
Goodyear
 
AZ
 
—

 
686

 
1,939

 
—

 
2,625

 
(283
)
 
6/27/2013
 
2006
Golden Corral
 
Surprise
 
AZ
 
—

 
1,258

 
4,068

 
—

 
5,326

 
(593
)
 
6/27/2013
 
2007
Golden Corral
 
Bakersfield
 
CA
 
—

 
2,664

 
2,078

 
—

 
4,742

 
(258
)
 
2/7/2014
 
2011
Golden Corral
 
Palatka
 
FL
 
—

 
853

 
1,048

 
(471
)
 
1,430

 
(24
)
 
6/27/2013
 
1997
Golden Corral
 
Albany
 
GA
 
—

 
460

 
1,863

 
—

 
2,323

 
(263
)
 
6/27/2013
 
1995
Golden Corral
 
Brunswick
 
GA
 
—

 
390

 
2,093

 
—

 
2,483

 
(295
)
 
6/27/2013
 
1995
Golden Corral
 
Council Bluffs
 
IA
 
—

 
1,140

 
1,460

 
—

 
2,600

 
(206
)
 
6/27/2013
 
1995
Golden Corral
 
Clarksville
 
IN
 
—

 
1,061

 
1,344

 
—

 
2,405

 
(193
)
 
2/7/2014
 
2002
Golden Corral
 
Evansville
 
IN
 
—

 
670

 
2,707

 
—

 
3,377

 
(382
)
 
6/27/2013
 
1995
Golden Corral
 
Fort Wayne
 
IN
 
—

 
820

 
1,935

 
(1,353
)
 
1,402

 
(31
)
 
6/27/2013
 
1995

F-155


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Golden Corral
 
Kokomo
 
IN
 
—

 
780

 
2,107

 
—

 
2,887

 
(297
)
 
6/27/2013
 
1995
Golden Corral
 
Richmond
 
IN
 
—

 
728

 
723

 
—

 
1,451

 
(90
)
 
2/7/2014
 
2002
Golden Corral
 
Wichita
 
KS
 
—

 
560

 
1,306

 
—

 
1,866

 
(169
)
 
7/31/2013
 
2000
Golden Corral
 
Elizabethtown
 
KY
 
—

 
760

 
2,753

 
(1,871
)
 
1,642

 
(41
)
 
6/27/2013
 
1995
Golden Corral
 
Henderson
 
KY
 
—

 
600

 
1,586

 
—

 
2,186

 
(224
)
 
6/27/2013
 
1995
Golden Corral
 
Louisville
 
KY
 
—

 
1,020

 
1,173

 
—

 
2,193

 
(134
)
 
2/7/2014
 
2001
Golden Corral
 
Nicholasville
 
KY
 
—

 
435

 
2,040

 
(939
)
 
1,536

 
—

 
6/11/2014
 
2001
Golden Corral
 
Blue Springs
 
MO
 
—

 
810

 
1,346

 
(1,515
)
 
641

 
(12
)
 
6/27/2013
 
1995
Golden Corral
 
Independence
 
MO
 
—

 
1,425

 
2,437

 
—

 
3,862

 
(278
)
 
2/7/2014
 
2010
Golden Corral
 
Flowood
 
MS
 
—

 
680

 
2,730

 
—

 
3,410

 
(385
)
 
6/27/2013
 
1995
Golden Corral
 
Aberdeen
 
NC
 
—

 
690

 
1,566

 
—

 
2,256

 
(221
)
 
6/27/2013
 
1995
Golden Corral
 
Burlington
 
NC
 
—

 
840

 
2,319

 
—

 
3,159

 
(327
)
 
6/27/2013
 
1995
Golden Corral
 
Hickory
 
NC
 
—

 
260

 
2,658

 
—

 
2,918

 
(375
)
 
6/27/2013
 
1995
Golden Corral
 
Bellevue
 
NE
 
—

 
520

 
1,433

 
—

 
1,953

 
(202
)
 
6/27/2013
 
1995
Golden Corral
 
Lincoln
 
NE
 
—

 
300

 
2,930

 
—

 
3,230

 
(413
)
 
6/27/2013
 
1995
Golden Corral
 
Farmington
 
NM
 
—

 
270

 
3,174

 
(1,163
)
 
2,281

 
(68
)
 
6/27/2013
 
1995
Golden Corral
 
Roswell
 
NM
 
—

 
203

 
600

 
—

 
803

 
(87
)
 
6/27/2013
 
2000
Golden Corral
 
Akron
 
OH
 
—

 
640

 
2,133

 
—

 
2,773

 
(212
)
 
2/7/2014
 
2003
Golden Corral
 
Beavercreek
 
OH
 
—

 
713

 
1,858

 
—

 
2,571

 
(178
)
 
2/7/2014
 
2000
Golden Corral
 
Canton
 
OH
 
—

 
647

 
2,135

 
—

 
2,782

 
(225
)
 
2/7/2014
 
2002
Golden Corral
 
Cincinnati
 
OH
 
—

 
694

 
2,066

 
—

 
2,760

 
(215
)
 
2/7/2014
 
1999
Golden Corral
 
Cleveland
 
OH
 
—

 
1,109

 
2,315

 
—

 
3,424

 
(224
)
 
2/7/2014
 
2004
Golden Corral
 
Columbus
 
OH
 
—

 
770

 
2,476

 
—

 
3,246

 
(349
)
 
6/27/2013
 
1995
Golden Corral
 
Dayton
 
OH
 
—

 
579

 
1,429

 
—

 
2,008

 
(149
)
 
2/7/2014
 
2000
Golden Corral
 
Dayton
 
OH
 
—

 
774

 
2,766

 
—

 
3,540

 
(282
)
 
2/7/2014
 
2002
Golden Corral
 
Elyria
 
OH
 
—

 
1,167

 
1,599

 
—

 
2,766

 
(157
)
 
2/7/2014
 
2004
Golden Corral
 
Fairfield
 
OH
 
—

 
859

 
1,135

 
—

 
1,994

 
(116
)
 
2/7/2014
 
1999
Golden Corral
 
Grove City
 
OH
 
—

 
926

 
1,859

 
—

 
2,785

 
(184
)
 
2/7/2014
 
2007
Golden Corral
 
Northfield
 
OH
 
—

 
947

 
1,061

 
—

 
2,008

 
(102
)
 
2/7/2014
 
2004
Golden Corral
 
Ontario
 
OH
 
—

 
616

 
2,412

 
—

 
3,028

 
(251
)
 
2/7/2014
 
2004
Golden Corral
 
Springfield
 
OH
 
—

 
619

 
1,142

 
—

 
1,761

 
(110
)
 
2/7/2014
 
2000
Golden Corral
 
Toledo
 
OH
 
—

 
838

 
3,333

 
—

 
4,171

 
(321
)
 
2/7/2014
 
2004

F-156


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Golden Corral
 
Zanesville
 
OH
 
—

 
487

 
2,030

 
—

 
2,517

 
(296
)
 
6/27/2013
 
2002
Golden Corral
 
Midwest City
 
OK
 
—

 
1,175

 
1,708

 
(983
)
 
1,900

 
(34
)
 
6/27/2013
 
1991
Golden Corral
 
Norman
 
OK
 
—

 
345

 
2,107

 
—

 
2,452

 
(307
)
 
6/27/2013
 
1994
Golden Corral
 
Tulsa
 
OK
 
—

 
280

 
3,890

 
—

 
4,170

 
(548
)
 
6/27/2013
 
1995
Golden Corral
 
Monroeville
 
PA
 
—

 
1,647

 
849

 
—

 
2,496

 
(63
)
 
2/7/2014
 
1982
Golden Corral
 
Rock Hill
 
SC
 
—

 
320

 
2,130

 
—

 
2,450

 
(300
)
 
6/27/2013
 
1995
Golden Corral
 
Cookeville
 
TN
 
—

 
800

 
1,937

 
—

 
2,737

 
(273
)
 
6/27/2013
 
1995
Golden Corral
 
Baytown
 
TX
 
—

 
596

 
1,788

 
—

 
2,384

 
(232
)
 
7/31/2013
 
1998
Golden Corral
 
College Station
 
TX
 
—

 
1,265

 
1,718

 
—

 
2,983

 
(250
)
 
6/27/2013
 
1990
Golden Corral
 
Harlingen
 
TX
 
—

 
832

 
3,037

 
(2,120
)
 
1,749

 
—

 
6/27/2013
 
1990
Golden Corral
 
Houston
 
TX
 
—

 
1,147

 
2,447

 
(64
)
 
3,530

 
(357
)
 
6/27/2013
 
1995
Golden Corral
 
San Angelo
 
TX
 
—

 
644

 
1,702

 
—

 
2,346

 
(183
)
 
2/7/2014
 
2012
Golden Corral
 
Spring
 
TX
 
—

 
3,342

 
1,207

 
—

 
4,549

 
(160
)
 
2/7/2014
 
2011
Golden Corral
 
Texarkana
 
TX
 
—

 
758

 
3,031

 
—

 
3,789

 
(393
)
 
7/31/2013
 
2001
Golden Corral
 
Bristol
 
VA
 
—

 
750

 
2,276

 
—

 
3,026

 
(321
)
 
6/27/2013
 
1995
Golden Corral
 
Rock Springs
 
WY
 
—

 
354

 
90

 
—

 
444

 
(13
)
 
6/27/2013
 
1995
Gold's Gym
 
Broken Arrow
 
OK
 
—

 
1,661

 
6,565

 
—

 
8,226

 
(704
)
 
2/7/2014
 
2009
Goodfire BBQ
 
San Antonio
 
TX
 
—

 
350

 
341

 
—

 
691

 
(48
)
 
6/27/2013
 
1995
Goodyear
 
Cumming
 
GA
 
—

 
534

 
2,516

 
—

 
3,050

 
(237
)
 
2/7/2014
 
2010
Goodyear
 
Cumming
 
GA
 
—

 
1,085

 
1,915

 
—

 
3,000

 
(192
)
 
2/7/2014
 
2010
Goodyear
 
Mcdonough
 
GA
 
11,692

 
1,797

 
21,264

 
—

 
23,061

 
(2,572
)
 
1/8/2014
 
1995
Goodyear
 
Stockbridge
 
GA
 
14,234

 
1,222

 
32,119

 
—

 
33,341

 
(4,016
)
 
1/8/2014
 
1995
Goodyear
 
Dekalb
 
IL
 
21,350

 
4,476

 
44,516

 
—

 
48,992

 
(5,563
)
 
1/8/2014
 
1999
Goodyear
 
Lockbourne
 
OH
 
13,929

 
3,107

 
28,868

 
—

 
31,975

 
(3,455
)
 
1/8/2014
 
1998
Goodyear
 
York
 
PA
 
24,197

 
1,980

 
53,396

 
—

 
55,376

 
(6,316
)
 
1/8/2014
 
2001
Goodyear
 
Columbia
 
SC
 
—

 
656

 
2,077

 
—

 
2,733

 
(200
)
 
2/7/2014
 
2010
Goodyear
 
Corpus Christi
 
TX
 
—

 
753

 
1,737

 
—

 
2,490

 
(163
)
 
2/7/2014
 
2008
Goodyear
 
Terrell
 
TX
 
16,267

 
2,516

 
34,804

 
—

 
37,320

 
(4,343
)
 
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

 
(60
)
 
6/27/2013
 
1995
Grandy's
 
Oklahoma City
 
OK
 
—

 
260

 
380

 
—

 
640

 
(54
)
 
6/27/2013
 
1995

F-157


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Grandy's
 
Oklahoma City
 
OK
 
—

 
320

 
289

 
—

 
609

 
(41
)
 
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
Grandy's
 
Lubbock
 
TX
 
—

 
694

 
—

 
(69
)
 
625

 
—

 
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

 
(14
)
 
6/27/2013
 
1973
Greene's Energy Group
 
Broussard
 
LA
 
—

 
455

 
6,022

 
—

 
6,477

 
(363
)
 
6/12/2014
 
1980
Habanero's Mexican Grill
 
Hueytown
 
AL
 
—

 
60

 
639

 
—

 
699

 
(90
)
 
6/27/2013
 
1995
Hanesbrands
 
Rural Hall
 
NC
 
18,100

 
1,798

 
41,214

 
(50
)
 
42,962

 
(3,409
)
 
2/7/2014
 
1992
Hanesbrands
 
Rural Hall
 
NC
 
17,990

 
1,082

 
22,565

 
—

 
23,647

 
(4,337
)
 
12/21/2012
 
1989
Hardee's
 
Morrilton
 
AR
 
—

 
175

 
937

 
—

 
1,112

 
(93
)
 
3/28/2014
 
1986
Hardee's
 
Jacksonville
 
FL
 
—

 
875

 
583

 
—

 
1,458

 
(76
)
 
7/31/2013
 
1993
Hardee's
 
Pace
 
FL
 
—

 
419

 
435

 
—

 
854

 
(61
)
 
6/27/2013
 
1991
Hardee's
 
Williston
 
FL
 
—

 
395

 
553

 
—

 
948

 
(78
)
 
6/27/2013
 
1992
Hardee's
 
Alma
 
GA
 
—

 
80

 
502

 
(65
)
 
517

 
(14
)
 
6/27/2013
 
1995
Hardee's
 
Bremen
 
GA
 
—

 
129

 
518

 
—

 
647

 
(67
)
 
7/31/2013
 
1980
Hardee's
 
Brunswick
 
GA
 
—

 
200

 
494

 
(171
)
 
523

 
—

 
6/27/2013
 
1995
Hardee's
 
Canton
 
GA
 
—

 
488

 
539

 
—

 
1,027

 
(76
)
 
6/27/2013
 
1983
Hardee's
 
Claxton
 
GA
 
—

 
170

 
469

 
(66
)
 
573

 
(13
)
 
6/27/2013
 
1995
Hardee's
 
Glennville
 
GA
 
—

 
170

 
450

 
(63
)
 
557

 
(12
)
 
6/27/2013
 
1995

F-158


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Hardee's
 
Hazlehurst
 
GA
 
—

 
300

 
263

 
(42
)
 
521

 
(7
)
 
6/27/2013
 
1995
Hardee's
 
Metter
 
GA
 
—

 
230

 
369

 
(54
)
 
545

 
(10
)
 
6/27/2013
 
1995
Hardee's
 
Richmond Hill
 
GA
 
—

 
390

 
149

 
(30
)
 
509

 
(6
)
 
6/27/2013
 
1995
Hardee's
 
Savannah
 
GA
 
—

 
130

 
456

 
(63
)
 
523

 
(12
)
 
6/27/2013
 
1995
Hardee's
 
Swainsboro
 
GA
 
—

 
470

 
107

 
(26
)
 
551

 
(3
)
 
6/27/2013
 
1995
Hardee's
 
Vidalia
 
GA
 
—

 
220

 
377

 
(55
)
 
542

 
(10
)
 
6/27/2013
 
1995
Hardee's
 
Mount Vernon
 
IA
 
—

 
320

 
480

 
—

 
800

 
(68
)
 
6/27/2013
 
1987
Hardee's
 
Belleville
 
IL
 
—

 
269

 
467

 
—

 
736

 
(66
)
 
6/27/2013
 
1987
Hardee's
 
Indian Trail
 
NC
 
—

 
777

 
553

 
—

 
1,330

 
(73
)
 
6/27/2013
 
1992
Hardee's
 
Old Fort
 
NC
 
—

 
300

 
904

 
—

 
1,204

 
(123
)
 
6/27/2013
 
1995
Hardee's
 
Sparta
 
NC
 
—

 
372

 
346

 
—

 
718

 
(49
)
 
6/27/2013
 
1983
Hardee's
 
Akron
 
OH
 
—

 
207

 
483

 
—

 
690

 
(63
)
 
7/31/2013
 
1990
Hardee's
 
Jefferson
 
OH
 
—

 
242

 
363

 
—

 
605

 
(47
)
 
7/31/2013
 
1989
Hardee's
 
Minerva
 
OH
 
—

 
214

 
321

 
—

 
535

 
(42
)
 
7/31/2013
 
1990
Hardee's
 
Seville
 
OH
 
—

 
151

 
454

 
—

 
605

 
(59
)
 
7/31/2013
 
1989
Hardee's
 
Aiken
 
SC
 
—

 
220

 
450

 
—

 
670

 
(61
)
 
6/27/2013
 
1995
Hardee's
 
Chapin
 
SC
 
—

 
380

 
741

 
—

 
1,121

 
(101
)
 
6/27/2013
 
1995
Hardee's
 
Chester
 
SC
 
—

 
586

 
563

 
—

 
1,149

 
(47
)
 
7/31/2013
 
1994
Hardee's
 
Bloomingdale
 
TN
 
—

 
270

 
844

 
—

 
1,114

 
(115
)
 
6/27/2013
 
1995
Hardee's
 
Clinton
 
TN
 
—

 
390

 
893

 
—

 
1,283

 
(122
)
 
6/27/2013
 
1995
Hardee's
 
Crossville
 
TN
 
—

 
300

 
689

 
—

 
989

 
(94
)
 
6/27/2013
 
1995
Hardee's
 
Erwin
 
TN
 
—

 
346

 
406

 
—

 
752

 
(57
)
 
6/27/2013
 
1982
Hardee's
 
Morristown
 
TN
 
—

 
353

 
431

 
—

 
784

 
(56
)
 
7/31/2013
 
1991
Hardee's
 
Springfield
 
TN
 
—

 
343

 
515

 
—

 
858

 
(67
)
 
7/31/2013
 
1990
Hardee's
 
Beaver
 
WV
 
—

 
217

 
318

 
—

 
535

 
(45
)
 
6/27/2013
 
2008
Hardee's / Red Burrito
 
Attalla
 
AL
 
—

 
220

 
896

 
—

 
1,116

 
(122
)
 
6/27/2013
 
1995
Harley Davidson
 
Round Rock
 
TX
 
—

 
1,688

 
9,563

 
—

 
11,251

 
(1,399
)
 
7/31/2013
 
2008
Harps Grocery
 
Cabot
 
AR
 
—

 
270

 
4,664

 
—

 
4,934

 
(479
)
 
2/7/2014
 
2014
Harps Grocery
 
Haskell
 
AR
 
—

 
499

 
3,281

 
—

 
3,780

 
(331
)
 
2/7/2014
 
2012
Harps Grocery
 
Hot Springs
 
AR
 
—

 
592

 
4,353

 
—

 
4,945

 
(437
)
 
2/7/2014
 
2013
Harps Grocery
 
Hot Springs
 
AR
 
—

 
839

 
4,486

 
—

 
5,325

 
(429
)
 
2/7/2014
 
2013
Harps Grocery
 
Searcy
 
AR
 
—

 
705

 
4,159

 
—

 
4,864

 
(404
)
 
2/7/2014
 
2008

F-159


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Harps Grocery
 
West Fork
 
AR
 
—

 
635

 
4,708

 
—

 
5,343

 
(460
)
 
2/7/2014
 
2013
Harps Grocery
 
Poplar Bluff
 
MO
 
—

 
572

 
2,991

 
4

 
3,567

 
(140
)
 
2/21/2014
 
2014
Harps Grocery
 
Inola
 
OK
 
—

 
130

 
3,387

 
—

 
3,517

 
(321
)
 
3/5/2014
 
2014
Harris Teeter
 
Durham
 
NC
 
1,910

 
3,239

 
—

 
—

 
3,239

 
—

 
2/7/2014
 
2009
Hartford Insurance
 
Santee
 
CA
 
11,910

 
2,400

 
7,312

 
44

 
9,756

 
(1,268
)
 
2/21/2014
 
1995
Harvey's Grill & Bar
 
Saginaw
 
MI
 
—

 
230

 
647

 
—

 
877

 
(94
)
 
6/27/2013
 
1997
Hayden's Grill & Bar
 
Canton
 
MI
 
—

 
160

 
693

 
—

 
853

 
(101
)
 
6/27/2013
 
1995
Healthnow
 
Buffalo
 
NY
 
42,500

 
2,569

 
89,399

 
—

 
91,968

 
(6,712
)
 
2/7/2014
 
2007
Heritage Cove Center
 
Gun Barrel City
 
TX
 
—

 
241

 
383

 
—

 
624

 
(54
)
 
6/27/2013
 
2008
HH Gregg
 
Joliet
 
IL
 
—

 
1,834

 
1,585

 
—

 
3,419

 
(201
)
 
2/7/2014
 
2011
HH Gregg
 
Merrillville
 
IN
 
—

 
511

 
4,768

 
—

 
5,279

 
(504
)
 
2/7/2014
 
2011
HH Gregg
 
Chesterfield
 
MO
 
—

 
1,537

 
4,123

 
—

 
5,660

 
(438
)
 
2/7/2014
 
2012
HH Gregg
 
North Fayette
 
PA
 
—

 
1,990

 
2,700

 
—

 
4,690

 
(252
)
 
2/7/2014
 
1999
HH Gregg
 
North Charleston
 
SC
 
—

 
2,193

 
4,636

 
—

 
6,829

 
(496
)
 
2/7/2014
 
2008
High Grove Center
 
Glendale Heights
 
IL
 
4,661

 
1,019

 
3,926

 
103

 
5,048

 
(429
)
 
2/21/2014
 
1987
Hobby Lobby
 
Avon
 
IN
 
—

 
1,439

 
5,855

 
—

 
7,294

 
(546
)
 
2/7/2014
 
2007
Hobby Lobby
 
Kannapolis
 
NC
 
—

 
1,929

 
4,227

 
—

 
6,156

 
(411
)
 
2/7/2014
 
2004
Hobby Lobby
 
Columbia
 
TN
 
—

 
951

 
2,467

 
38

 
3,456

 
(270
)
 
2/26/2014
 
1986
Hobby Lobby
 
Logan
 
UT
 
—

 
2,683

 
3,079

 
—

 
5,762

 
(325
)
 
2/7/2014
 
2008
Home Depot
 
Tolleson
 
AZ
 
—

 
6,607

 
23,772

 
—

 
30,379

 
(2,152
)
 
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

 
(1,066
)
 
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

 
(4,329
)
 
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

 
(2,034
)
 
2/7/2014
 
2008
Home Town Buffet
 
Oxnard
 
CA
 
—

 
195

 
1,044

 
—

 
1,239

 
(145
)
 
1/8/2014
 
1998
Home Town Buffet
 
Rialto
 
CA
 
—

 
265

 
1,261

 
—

 
1,526

 
(246
)
 
1/8/2014
 
1998
Home Town Buffet
 
San Marcos
 
CA
 
—

 
195

 
1,044

 
—

 
1,239

 
(166
)
 
1/8/2014
 
1997

F-160


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Home Town Buffet
 
Santa Maria
 
CA
 
—

 
191

 
1,006

 
—

 
1,197

 
(122
)
 
1/8/2014
 
2002
Home Town Buffet
 
Santee
 
CA
 
—

 
265

 
1,261

 
—

 
1,526

 
(222
)
 
1/8/2014
 
1995
Home Town Buffet
 
Newark
 
DE
 
—

 
177

 
1,129

 
—

 
1,306

 
(174
)
 
1/8/2014
 
1983
Home Town Buffet
 
Peoria
 
IL
 
—

 
195

 
1,013

 
—

 
1,208

 
(159
)
 
1/8/2014
 
2000
Home Town Buffet
 
Deptford
 
NJ
 
—

 
195

 
1,044

 
—

 
1,239

 
(139
)
 
1/8/2014
 
2005
Home Town Buffet
 
Philadelphia
 
PA
 
—

 
195

 
1,044

 
—

 
1,239

 
(93
)
 
1/8/2014
 
1997
Home Town Buffet
 
El Paso
 
TX
 
—

 
246

 
1,248

 
—

 
1,494

 
(187
)
 
1/8/2014
 
1995
Home Town Buffet
 
Union Gap
 
WA
 
—

 
253

 
1,320

 
—

 
1,573

 
(246
)
 
1/8/2014
 
2002
Hooley House Sports Pub
 
Brooklyn
 
OH
 
—

 
291

 
321

 
—

 
612

 
(47
)
 
6/27/2013
 
2000
Huntington National Bank
 
Conneaut
 
OH
 
—

 
205

 
477

 
6

 
688

 
(57
)
 
10/1/2013
 
1971
Huntington National Bank
 
Jefferson
 
OH
 
—

 
255

 
765

 
7

 
1,027

 
(91
)
 
10/1/2013
 
1963
Hy-Vee
 
Vermillion
 
SD
 
2,922

 
409

 
3,684

 
—

 
4,093

 
(701
)
 
4/8/2013
 
1986
IEA, Inc.
 
Kenosha
 
WI
 
7,282

 
2,280

 
2,358

 
—

 
4,638

 
(503
)
 
2/21/2014
 
1997
IFM Efectors
 
Malvern
 
PA
 
—

 
1,816

 
—

 
9,747

 
11,563

 
(166
)
 
8/27/2014
 
2014
Igloo
 
Katy
 
TX
 
—

 
5,617

 
38,470

 
—

 
44,087

 
(3,333
)
 
2/7/2014
 
2004
IHOP
 
Auburn
 
AL
 
—

 
1,111

 
933

 
—

 
2,044

 
(136
)
 
6/27/2013
 
1998
IHOP
 
Homewood
 
AL
 
—

 
610

 
1,762

 
—

 
2,372

 
(248
)
 
6/27/2013
 
1995
IHOP
 
Montgomery
 
AL
 
—

 
941

 
—

 
—

 
941

 
—

 
6/27/2013
 
1998
IHOP
 
Castle Rock
 
CO
 
—

 
320

 
2,334

 
—

 
2,654

 
(329
)
 
6/27/2013
 
1995
IHOP
 
Greeley
 
CO
 
—

 
120

 
1,538

 
—

 
1,658

 
(217
)
 
6/27/2013
 
1995
IHOP
 
Pueblo
 
CO
 
—

 
330

 
1,589

 
—

 
1,919

 
(224
)
 
6/27/2013
 
1995
IHOP
 
Stockbridge
 
GA
 
—

 
580

 
2,091

 
(708
)
 
1,963

 
(49
)
 
6/27/2013
 
1995
IHOP
 
Bossier City
 
LA
 
—

 
541

 
1,342

 
—

 
1,883

 
(195
)
 
6/27/2013
 
1998
IHOP
 
Natchitoches
 
LA
 
—

 
750

 
89

 
—

 
839

 
(13
)
 
6/27/2013
 
1995
IHOP
 
Roseville
 
MI
 
—

 
340

 
1,071

 
—

 
1,411

 
(151
)
 
6/27/2013
 
1995
IHOP
 
Warren
 
MI
 
—

 
605

 
830

 
—

 
1,435

 
(121
)
 
6/27/2013
 
1996
IHOP
 
Kansas City
 
MO
 
—

 
630

 
1,002

 
—

 
1,632

 
(141
)
 
6/27/2013
 
1995
IHOP
 
Southaven
 
MS
 
—

 
350

 
2,108

 
—

 
2,458

 
(297
)
 
6/27/2013
 
1995
IHOP
 
Poughkeepsie
 
NY
 
—

 
430

 
1,129

 
(313
)
 
1,246

 
(28
)
 
6/27/2013
 
1995
IHOP
 
Greenville
 
SC
 
—

 
610

 
1,551

 
—

 
2,161

 
(219
)
 
6/27/2013
 
1995
IHOP
 
Clarksville
 
TN
 
—

 
530

 
1,346

 
—

 
1,876

 
(190
)
 
6/27/2013
 
1995
IHOP
 
Memphis
 
TN
 
—

 
750

 
2,009

 
(809
)
 
1,950

 
(45
)
 
6/27/2013
 
1995

F-161


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
IHOP
 
Murfreesboro
 
TN
 
—

 
600

 
1,687

 
—

 
2,287

 
(238
)
 
6/27/2013
 
1995
IHOP
 
Baytown
 
TX
 
—

 
698

 
1,297

 
—

 
1,995

 
(168
)
 
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

 
(265
)
 
6/27/2013
 
1995
IHOP
 
Houston
 
TX
 
—

 
760

 
2,462

 
—

 
3,222

 
(347
)
 
6/27/2013
 
1995
IHOP
 
Killeen
 
TX
 
—

 
380

 
1,028

 
—

 
1,408

 
(145
)
 
6/27/2013
 
1995
IHOP
 
Lake Jackson
 
TX
 
—

 
370

 
2,018

 
—

 
2,388

 
(284
)
 
6/27/2013
 
1995
IHOP
 
Leon Valley
 
TX
 
—

 
650

 
2,055

 
—

 
2,705

 
(367
)
 
6/27/2013
 
1995
IHOP
 
Auburn
 
WA
 
—

 
780

 
1,878

 
—

 
2,658

 
(265
)
 
6/27/2013
 
1995
Indi's Fast Food
 
Louisville
 
KY
 
—

 
292

 
157

 
(54
)
 
395

 
(4
)
 
7/31/2013
 
1972
Ingersoll Rand
 
Annandale
 
NJ
 
—

 
1,367

 
14,223

 
(90
)
 
15,500

 
(2,405
)
 
4/30/2014
 
1999
Ingram Micro
 
Amherst
 
NY
 
—

 
4,107

 
20,347

 
—

 
24,454

 
(1,771
)
 
6/25/2014
 
1986
Intertek USA
 
Deer Park
 
TX
 
2,937

 
588

 
3,210

 
—

 
3,798

 
(277
)
 
2/21/2014
 
1995
Invensys Systems
 
Foxboro
 
MA
 
—

 
11,784

 
—

 
27,888

 
39,672

 
(747
)
 
6/27/2014
 
1965
Invesco Holding Company
 
Denver
 
CO
 
43,700

 
12,648

 
66,398

 
353

 
79,399

 
(7,745
)
 
11/5/2013
 
2001
Iron Chef Super Buffet
 
Kissimmee
 
FL
 
—

 
297

 
127

 
—

 
424

 
(17
)
 
7/31/2013
 
2000
Iron Mountain
 
Columbus
 
OH
 
—

 
405

 
3,642

 
1,261

 
5,308

 
(735
)
 
9/28/2012
 
1954
Iron Mountain
 
Mohnton
 
PA
 
—

 
197

 
6,152

 
—

 
6,349

 
(435
)
 
7/2/2014
 
1979
IRS Gateway Center
 
Covington
 
KY
 
—

 
3,120

 
80,689

 
—

 
83,809

 
(5,244
)
 
6/5/2014
 
1994
Irving Oil
 
Belfast
 
ME
 
—

 
339

 
698

 
—

 
1,037

 
(82
)
 
2/7/2014
 
1997
Irving Oil
 
Bethel
 
ME
 
—

 
182

 
331

 
—

 
513

 
(40
)
 
2/7/2014
 
1990
Irving Oil
 
Boothbay Harbor
 
ME
 
—

 
413

 
550

 
—

 
963

 
(69
)
 
2/7/2014
 
1993
Irving Oil
 
Caribou
 
ME
 
—

 
187

 
404

 
—

 
591

 
(47
)
 
2/7/2014
 
1990
Irving Oil
 
Fort Kent
 
ME
 
—

 
358

 
352

 
—

 
710

 
(49
)
 
2/7/2014
 
1973
Irving Oil
 
Kennebunk
 
ME
 
—

 
469

 
541

 
—

 
1,010

 
(71
)
 
2/7/2014
 
1980
Irving Oil
 
Lincoln
 
ME
 
—

 
360

 
360

 
—

 
720

 
(44
)
 
2/7/2014
 
1994
Irving Oil
 
Orono
 
ME
 
—

 
228

 
272

 
—

 
500

 
(32
)
 
2/7/2014
 
1984
Irving Oil
 
Saco
 
ME
 
—

 
619

 
222

 
—

 
841

 
(38
)
 
2/7/2014
 
1995
Irving Oil
 
Skowhegan
 
ME
 
—

 
541

 
492

 
—

 
1,033

 
(65
)
 
2/7/2014
 
1988
Irving Oil
 
Conway
 
NH
 
—

 
173

 
525

 
—

 
698

 
(58
)
 
2/7/2014
 
2004
Irving Oil
 
Dover
 
NH
 
—

 
380

 
717

 
—

 
1,097

 
(82
)
 
2/7/2014
 
1988
Irving Oil
 
Rochester
 
NH
 
—

 
290

 
747

 
—

 
1,037

 
(83
)
 
2/7/2014
 
1970

F-162


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Irving Oil
 
Dummerston
 
VT
 
—

 
185

 
353

 
—

 
538

 
(46
)
 
2/7/2014
 
1993
Irving Oil
 
Rutland
 
VT
 
—

 
249

 
220

 
—

 
469

 
(26
)
 
2/7/2014
 
1984
Irving Oil
 
Westminster
 
VT
 
—

 
108

 
437

 
—

 
545

 
(51
)
 
2/7/2014
 
1990
Jack in the Box
 
Avondale
 
AZ
 
—

 
110

 
2,237

 
—

 
2,347

 
(305
)
 
6/27/2013
 
1995
Jack in the Box
 
Chandler
 
AZ
 
—

 
450

 
1,447

 
—

 
1,897

 
(197
)
 
6/27/2013
 
1995
Jack in the Box
 
Folsom
 
CA
 
—

 
280

 
2,423

 
—

 
2,703

 
(330
)
 
6/27/2013
 
1995
Jack in the Box
 
Fresno
 
CA
 
—

 
190

 
1,810

 
—

 
2,000

 
(247
)
 
6/27/2013
 
1995
Jack in the Box
 
Sacramento
 
CA
 
—

 
476

 
1,110

 
—

 
1,586

 
(144
)
 
7/31/2013
 
1991
Jack in the Box
 
West Sacramento
 
CA
 
—

 
590

 
1,710

 
—

 
2,300

 
(233
)
 
6/27/2013
 
1995
Jack in the Box
 
Burley
 
ID
 
—

 
240

 
1,430

 
—

 
1,670

 
(195
)
 
6/27/2013
 
1995
Jack in the Box
 
Belleville
 
IL
 
—

 
200

 
966

 
—

 
1,166

 
(132
)
 
6/27/2013
 
1995
Jack in the Box
 
Walker
 
LA
 
—

 
543

 
1,196

 
—

 
1,739

 
(168
)
 
6/27/2013
 
2001
Jack in the Box
 
Florissant
 
MO
 
—

 
502

 
1,515

 
—

 
2,017

 
(206
)
 
6/27/2013
 
1995
Jack in the Box
 
St. Louis
 
MO
 
—

 
420

 
1,494

 
—

 
1,914

 
(204
)
 
6/27/2013
 
1995
Jack in the Box
 
Salem
 
OR
 
—

 
580

 
1,301

 
—

 
1,881

 
(177
)
 
6/27/2013
 
1995
Jack in the Box
 
Tigard
 
OR
 
—

 
620

 
1,361

 
—

 
1,981

 
(185
)
 
6/27/2013
 
1995
Jack in the Box
 
Arlington
 
TX
 
—

 
420

 
1,325

 
—

 
1,745

 
(180
)
 
6/27/2013
 
1995
Jack in the Box
 
Arlington
 
TX
 
—

 
420

 
1,365

 
—

 
1,785

 
(186
)
 
6/27/2013
 
1995
Jack in the Box
 
Cleburne
 
TX
 
—

 
291

 
1,647

 
—

 
1,938

 
(214
)
 
7/31/2013
 
2000
Jack in the Box
 
Corinth
 
TX
 
—

 
400

 
1,416

 
—

 
1,816

 
(193
)
 
6/27/2013
 
1995
Jack in the Box
 
Farmers Branch
 
TX
 
—

 
460

 
1,640

 
—

 
2,100

 
(223
)
 
6/27/2013
 
1995
Jack in the Box
 
Fort Worth
 
TX
 
—

 
490

 
1,702

 
—

 
2,192

 
(232
)
 
6/27/2013
 
1995
Jack in the Box
 
Georgetown
 
TX
 
—

 
600

 
1,508

 
—

 
2,108

 
(206
)
 
6/27/2013
 
1995
Jack in the Box
 
Granbury
 
TX
 
—

 
380

 
1,449

 
—

 
1,829

 
(197
)
 
6/27/2013
 
1995
Jack in the Box
 
Grand Prairie
 
TX
 
—

 
600

 
1,856

 
—

 
2,456

 
(253
)
 
6/27/2013
 
1995
Jack in the Box
 
Grapevine
 
TX
 
—

 
470

 
1,344

 
—

 
1,814

 
(183
)
 
6/27/2013
 
1995
Jack in the Box
 
Gun Barrel City
 
TX
 
—

 
300

 
961

 
—

 
1,261

 
(131
)
 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
460

 
1,437

 
—

 
1,897

 
(196
)
 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
390

 
1,172

 
—

 
1,562

 
(160
)
 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
330

 
1,845

 
—

 
2,175

 
(251
)
 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
410

 
1,621

 
—

 
2,031

 
(221
)
 
6/27/2013
 
1995
Jack in the Box
 
Houston
 
TX
 
—

 
450

 
1,396

 
—

 
1,846

 
(190
)
 
6/27/2013
 
1995

F-163


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Jack in the Box
 
Hutchins
 
TX
 
—

 
330

 
1,363

 
—

 
1,693

 
(186
)
 
6/27/2013
 
1995
Jack in the Box
 
Lufkin
 
TX
 
—

 
440

 
1,544

 
—

 
1,984

 
(210
)
 
6/27/2013
 
1995
Jack in the Box
 
Lufkin
 
TX
 
—

 
450

 
1,563

 
—

 
2,013

 
(213
)
 
6/27/2013
 
1995
Jack in the Box
 
Mesquite
 
TX
 
—

 
560

 
1,652

 
—

 
2,212

 
(225
)
 
6/27/2013
 
1995
Jack in the Box
 
Missouri City
 
TX
 
—

 
451

 
837

 
—

 
1,288

 
(109
)
 
7/31/2013
 
1991
Jack in the Box
 
Nacogdoches
 
TX
 
—

 
340

 
1,320

 
—

 
1,660

 
(180
)
 
6/27/2013
 
1995
Jack in the Box
 
Orange
 
TX
 
—

 
270

 
1,661

 
—

 
1,931

 
(226
)
 
6/27/2013
 
1995
Jack in the Box
 
Port Arthur
 
TX
 
—

 
460

 
1,405

 
—

 
1,865

 
(191
)
 
6/27/2013
 
1995
Jack in the Box
 
San Antonio
 
TX
 
—

 
400

 
1,244

 
—

 
1,644

 
(169
)
 
6/27/2013
 
1995
Jack in the Box
 
San Antonio
 
TX
 
—

 
470

 
1,256

 
—

 
1,726

 
(171
)
 
6/27/2013
 
1995
Jack in the Box
 
San Antonio
 
TX
 
—

 
350

 
1,249

 
—

 
1,599

 
(170
)
 
6/27/2013
 
1995
Jack in the Box
 
Spring
 
TX
 
—

 
570

 
1,340

 
—

 
1,910

 
(183
)
 
6/27/2013
 
1995
Jack in the Box
 
Spring
 
TX
 
—

 
450

 
1,487

 
—

 
1,937

 
(203
)
 
6/27/2013
 
1995
Jack in the Box
 
Texas City
 
TX
 
—

 
454

 
844

 
—

 
1,298

 
(119
)
 
6/27/2013
 
1991
Jack in the Box
 
Tyler
 
TX
 
—

 
450

 
1,025

 
—

 
1,475

 
(140
)
 
6/27/2013
 
1995
Jack in the Box
 
Weatherford
 
TX
 
—

 
480

 
1,329

 
—

 
1,809

 
(181
)
 
6/27/2013
 
1995
Jack in the Box
 
Enumclaw
 
WA
 
—

 
380

 
1,238

 
—

 
1,618

 
(169
)
 
6/27/2013
 
1995
Jeremiah's Italian Ice
 
Winter Springs
 
FL
 
—

 
734

 
—

 
—

 
734

 
—

 
7/31/2013
 
1995
Jiffy Lube
 
Houston
 
TX
 
—

 
423

 
1,037

 
—

 
1,460

 
(78
)
 
6/9/2014
 
2008
Jo-Ann's
 
Shakopee
 
MN
 
—

 
994

 
1,807

 
—

 
2,801

 
(169
)
 
2/7/2014
 
2012
Joe's Crab Shack
 
Lilburn
 
GA
 
—

 
800

 
1,917

 
(777
)
 
1,940

 
(43
)
 
6/27/2013
 
1995
Joe's Crab Shack
 
Houston
 
TX
 
—

 
900

 
1,749

 
—

 
2,649

 
(247
)
 
6/27/2013
 
1995
John Deere
 
Davenport
 
IA
 
—

 
1,161

 
22,052

 
(14
)
 
23,199

 
(4,875
)
 
5/31/2012
 
2003
Johnny Carinos
 
Rogers
 
AR
 
—

 
997

 
2,540

 
—

 
3,537

 
(370
)
 
6/27/2013
 
2001
Johnny Carinos
 
Columbus
 
IN
 
—

 
809

 
1,888

 
—

 
2,697

 
(267
)
 
8/30/2013
 
2004
Johnny Carinos
 
Muncie
 
IN
 
—

 
540

 
2,160

 
—

 
2,700

 
(305
)
 
8/30/2013
 
2003
Johnny Carinos
 
Amarillo
 
TX
 
—

 
993

 
2,317

 
—

 
3,310

 
(339
)
 
7/31/2013
 
2001
Johnny Carinos
 
Grand Prairie
 
TX
 
—

 
997

 
2,327

 
—

 
3,324

 
(340
)
 
7/31/2013
 
2001
Johnny Carinos
 
Houston
 
TX
 
—

 
1,328

 
2,656

 
—

 
3,984

 
(387
)
 
6/27/2013
 
2002
Johnny Carinos
 
Midland
 
TX
 
—

 
998

 
2,329

 
—

 
3,327

 
(341
)
 
7/31/2013
 
2000
Johnny Carinos
 
San Angelo
 
TX
 
—

 
769

 
2,306

 
—

 
3,075

 
(337
)
 
7/31/2013
 
2005
Johnson Controls
 
Pinellas Park
 
FL
 
16,200

 
4,538

 
23,842

 
—

 
28,380

 
(3,091
)
 
11/5/2013
 
2001

F-164


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Kaiser Permanente
 
Cupertino
 
CA
 
—

 
14,236

 
42,708

 
—

 
56,944

 
(6,375
)
 
2/20/2013
 
1969
Katun Corp.
 
Davenport
 
IA
 
—

 
454

 
7,485

 
—

 
7,939

 
(519
)
 
5/6/2014
 
1993
KeKe's Breakfast Cafe
 
Winter Springs
 
FL
 
—

 
550

 
1,668

 
(523
)
 
1,695

 
(40
)
 
6/27/2013
 
1995
Kentucky Fried Chicken
 
Bloomington
 
IL
 
—

 
576

 
1,466

 
—

 
2,042

 
(207
)
 
6/27/2013
 
2004
Kentucky Fried Chicken
 
Charleston
 
IL
 
—

 
282

 
1,514

 
—

 
1,796

 
(213
)
 
6/27/2013
 
2003
Kentucky Fried Chicken
 
Decatur
 
IL
 
—

 
276

 
1,619

 
—

 
1,895

 
(228
)
 
6/27/2013
 
2001
Kentucky Fried Chicken
 
Mattoon
 
IL
 
—

 
113

 
1,019

 
—

 
1,132

 
(132
)
 
7/31/2013
 
1973
Kentucky Fried Chicken
 
Rockford
 
IL
 
—

 
201

 
1,142

 
—

 
1,343

 
(148
)
 
7/31/2013
 
1995
Kentucky Fried Chicken
 
Springfield
 
IL
 
—

 
267

 
1,068

 
—

 
1,335

 
(139
)
 
7/31/2013
 
1987
Kentucky Fried Chicken
 
Springfield
 
IL
 
—

 
212

 
1,203

 
—

 
1,415

 
(156
)
 
7/31/2013
 
1987
Kentucky Fried Chicken
 
Dolton
 
IL
 
—

 
167

 
946

 
—

 
1,113

 
(123
)
 
7/31/2013
 
1975
Kentucky Fried Chicken
 
Elmhurst
 
IL
 
—

 
242

 
969

 
—

 
1,211

 
(126
)
 
7/31/2013
 
1990
Kentucky Fried Chicken
 
Hazel Crest
 
IL
 
—

 
153

 
1,376

 
—

 
1,529

 
(178
)
 
7/31/2013
 
1982
Kentucky Fried Chicken
 
Homewood
 
IL
 
—

 
660

 
1,541

 
—

 
2,201

 
(200
)
 
7/31/2013
 
1992
Kentucky Fried Chicken
 
Matteson
 
IL
 
—

 
399

 
2,259

 
—

 
2,658

 
(293
)
 
7/31/2013
 
1973
Kentucky Fried Chicken
 
Oak Forest
 
IL
 
—

 
185

 
1,047

 
—

 
1,232

 
(136
)
 
7/31/2013
 
1955
Kentucky Fried Chicken
 
Westchester
 
IL
 
—

 
238

 
952

 
—

 
1,190

 
(124
)
 
7/31/2013
 
1973
Kentucky Fried Chicken
 
Crawfordsville
 
IN
 
—

 
159

 
1,068

 
—

 
1,227

 
(150
)
 
6/27/2013
 
1979
Kentucky Fried Chicken
 
Franklin
 
IN
 
—

 
205

 
1,375

 
—

 
1,580

 
(194
)
 
6/27/2013
 
1976
Kentucky Fried Chicken
 
Greenwood
 
IN
 
—

 
339

 
1,405

 
—

 
1,744

 
(198
)
 
6/27/2013
 
1976
Kentucky Fried Chicken
 
Burnsville
 
MN
 
—

 
267

 
267

 
—

 
534

 
(35
)
 
7/31/2013
 
1988
Kentucky Fried Chicken
 
Deming
 
NM
 
—

 
220

 
691

 
—

 
911

 
(94
)
 
6/27/2013
 
1995
Kentucky Fried Chicken
 
Las Cruces
 
NM
 
—

 
270

 
498

 
—

 
768

 
(68
)
 
6/27/2013
 
1995
Kentucky Fried Chicken
 
Warren
 
OH
 
—

 
426

 
640

 
(87
)
 
979

 
(16
)
 
7/31/2013
 
1987
Kentucky Fried Chicken
 
New Kensington
 
PA
 
—

 
324

 
487

 
(68
)
 
743

 
(12
)
 
7/31/2013
 
1967
Kentucky Fried Chicken
 
Greenville
 
TX
 
—

 
119

 
585

 
(131
)
 
573

 
(14
)
 
6/27/2013
 
1988
Kentucky Fried Chicken
 
Appleton
 
WI
 
—

 
350

 
874

 
—

 
1,224

 
(119
)
 
6/27/2013
 
1995
Kentucky Fried Chicken / A&W
 
Granite City
 
IL
 
—

 
102

 
1,083

 
—

 
1,185

 
(153
)
 
6/27/2013
 
1987
Kentucky Fried Chicken / A&W
 
Allison Park
 
PA
 
—

 
246

 
683

 
—

 
929

 
(96
)
 
6/27/2013
 
1978
Kentucky Fried Chicken / A&W
 
Germantown
 
WI
 
—

 
368

 
913

 
—

 
1,281

 
(129
)
 
6/27/2013
 
1989
Kentucky Fried Chicken / A&W
 
Green Bay
 
WI
 
—

 
208

 
1,022

 
—

 
1,230

 
(144
)
 
6/27/2013
 
1986
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
396

 
773

 
—

 
1,169

 
(109
)
 
6/27/2013
 
1991

F-165


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
281

 
795

 
—

 
1,076

 
(112
)
 
6/27/2013
 
1992
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
89

 
750

 
—

 
839

 
(106
)
 
6/27/2013
 
1989
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
197

 
975

 
—

 
1,172

 
(137
)
 
6/27/2013
 
1991
Kentucky Fried Chicken / A&W
 
Milwaukee
 
WI
 
—

 
138

 
924

 
—

 
1,062

 
(130
)
 
6/27/2013
 
1992
Kentucky Fried Chicken / A&W
 
South Milwaukee
 
WI
 
—

 
197

 
695

 
—

 
892

 
(98
)
 
6/27/2013
 
1993
Kentucky Fried Chicken / A&W
 
Wauwatosa
 
WI
 
—

 
135

 
615

 
—

 
750

 
(87
)
 
6/27/2013
 
1992
Kentucky Fried Chicken / A&W
 
West Bend
 
WI
 
—

 
185

 
705

 
—

 
890

 
(99
)
 
6/27/2013
 
1972
Ker's WingHouse Bar and Grill
 
Brandon
 
FL
 
—

 
340

 
654

 
—

 
994

 
(92
)
 
6/27/2013
 
1995
Ker's WingHouse Bar and Grill
 
Clearwater
 
FL
 
—

 
550

 
627

 
—

 
1,177

 
(88
)
 
6/27/2013
 
1995
Kettle Restaurant
 
San Antonio
 
TX
 
—

 
168

 
206

 
—

 
374

 
(27
)
 
7/31/2013
 
1965
Key Bank
 
Spencerport
 
NY
 
—

 
59

 
1,112

 
—

 
1,171

 
(152
)
 
6/5/2013
 
1960
Key Bank
 
Berea
 
OH
 
—

 
234

 
1,326

 
8

 
1,568

 
(157
)
 
10/1/2013
 
1958
Kirklands
 
Wilmington
 
NC
 
—

 
1,127

 
1,061

 
—

 
2,188

 
(107
)
 
2/7/2014
 
2004
Kohl's
 
Monrovia
 
CA
 
8,700

 
8,052

 
7,891

 
—

 
15,943

 
(746
)
 
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

 
(295
)
 
2/7/2014
 
2011
Kohl's
 
Salina
 
KS
 
—

 
964

 
5,009

 
—

 
5,973

 
(424
)
 
2/7/2014
 
2009
Kohl's
 
Howell
 
MI
 
7,705

 
547

 
10,399

 
—

 
10,946

 
(2,039
)
 
3/28/2013
 
2003
Kohl's
 
Saginaw
 
MI
 
—

 
1,110

 
6,932

 
—

 
8,042

 
(585
)
 
2/7/2014
 
2011
Kohl's
 
Columbia
 
SC
 
—

 
1,532

 
14,561

 
—

 
16,093

 
(1,168
)
 
2/7/2014
 
2007
Kohl's
 
Spartanburg
 
SC
 
—

 
2,984

 
5,842

 
—

 
8,826

 
(527
)
 
2/7/2014
 
2006
Kohl's
 
Brownsville
 
TX
 
—

 
2,756

 
3,423

 
—

 
6,179

 
(325
)
 
2/7/2014
 
2007
Kohl's
 
Mcallen
 
TX
 
3,570

 
1,286

 
7,321

 
—

 
8,607

 
(638
)
 
2/7/2014
 
2005
Kohl's
 
Rice Lake
 
WI
 
—

 
1,268

 
7,788

 
—

 
9,056

 
(660
)
 
2/7/2014
 
2011
Kroger
 
Calhoun
 
GA
 
—

 
—

 
6,279

 
—

 
6,279

 
(666
)
 
11/5/2013
 
1996
Kroger
 
Lithonia
 
GA
 
—

 
—

 
6,250

 
—

 
6,250

 
(663
)
 
11/5/2013
 
1995
Kroger
 
Suwanee
 
GA
 
—

 
—

 
7,574

 
—

 
7,574

 
(803
)
 
11/5/2013
 
1995
Kroger
 
Suwanee
 
GA
 
—

 
—

 
7,691

 
—

 
7,691

 
(816
)
 
11/5/2013
 
1993
Kroger
 
Frankfort
 
KY
 
—

 
—

 
5,794

 
—

 
5,794

 
(615
)
 
11/5/2013
 
1995
Kroger
 
Georgetown
 
KY
 
—

 
—

 
6,742

 
—

 
6,742

 
(715
)
 
11/5/2013
 
1995
Kroger
 
Madisonville
 
KY
 
—

 
—

 
5,715

 
—

 
5,715

 
(606
)
 
11/5/2013
 
1996
Kroger
 
Murray
 
KY
 
—

 
—

 
6,165

 
—

 
6,165

 
(654
)
 
11/5/2013
 
1995

F-166


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Kroger
 
Owensboro
 
KY
 
—

 
—

 
6,073

 
—

 
6,073

 
(644
)
 
11/5/2013
 
1996
Kroger
 
Franklin
 
TN
 
—

 
—

 
7,782

 
—

 
7,782

 
(825
)
 
11/5/2013
 
1996
Kroger
 
Knoxville
 
TN
 
—

 
—

 
7,642

 
—

 
7,642

 
(811
)
 
11/5/2013
 
1996
Krystal
 
Greenville
 
AL
 
—

 
195

 
1,147

 
—

 
1,342

 
(156
)
 
6/27/2013
 
1995
Krystal
 
Huntsville
 
AL
 
—

 
348

 
811

 
—

 
1,159

 
(155
)
 
4/23/2013
 
1960
Krystal
 
Huntsville
 
AL
 
—

 
352

 
654

 
—

 
1,006

 
(125
)
 
4/23/2013
 
1971
Krystal
 
Huntsville
 
AL
 
—

 
305

 
712

 
—

 
1,017

 
(127
)
 
6/10/2013
 
1985
Krystal
 
Montgomery
 
AL
 
—

 
259

 
1,036

 
—

 
1,295

 
(240
)
 
9/21/2012
 
1964
Krystal
 
Montgomery
 
AL
 
—

 
560

 
829

 
—

 
1,389

 
(113
)
 
6/27/2013
 
1995
Krystal
 
Montgomery
 
AL
 
—

 
303

 
562

 
—

 
865

 
(107
)
 
4/23/2013
 
1962
Krystal
 
Montgomery
 
AL
 
—

 
502

 
613

 
—

 
1,115

 
(117
)
 
4/23/2013
 
1962
Krystal
 
Scottsboro
 
AL
 
—

 
20

 
1,157

 
—

 
1,177

 
(158
)
 
6/27/2013
 
1995
Krystal
 
Tuscaloosa
 
AL
 
—

 
206

 
1,165

 
—

 
1,371

 
(270
)
 
9/21/2012
 
1976
Krystal
 
Valley
 
AL
 
—

 
297

 
694

 
—

 
991

 
(132
)
 
4/23/2013
 
1979
Krystal
 
Vestavia Hills
 
AL
 
—

 
342

 
513

 
—

 
855

 
(98
)
 
4/23/2013
 
1995
Krystal
 
Jacksonville
 
FL
 
—

 
574

 
574

 
—

 
1,148

 
(133
)
 
9/21/2012
 
1990
Krystal
 
Orlando
 
FL
 
—

 
372

 
372

 
—

 
744

 
(86
)
 
9/21/2012
 
1994
Krystal
 
Orlando
 
FL
 
—

 
669

 
446

 
—

 
1,115

 
(103
)
 
9/21/2012
 
1995
Krystal
 
Plant City
 
FL
 
—

 
355

 
533

 
—

 
888

 
(123
)
 
9/21/2012
 
2012
Krystal
 
St. Augustine
 
FL
 
—

 
411

 
411

 
—

 
822

 
(95
)
 
9/21/2012
 
2012
Krystal
 
Albany
 
GA
 
—

 
309

 
721

 
—

 
1,030

 
(167
)
 
9/21/2012
 
1962
Krystal
 
Atlanta
 
GA
 
—

 
166

 
664

 
—

 
830

 
(154
)
 
9/21/2012
 
1973
Krystal
 
Augusta
 
GA
 
—

 
365

 
851

 
—

 
1,216

 
(197
)
 
9/21/2012
 
1979
Krystal
 
Columbus
 
GA
 
—

 
622

 
934

 
—

 
1,556

 
(216
)
 
9/21/2012
 
1977
Krystal
 
Decatur
 
GA
 
—

 
94

 
533

 
—

 
627

 
(123
)
 
9/21/2012
 
1965
Krystal
 
East Point
 
GA
 
—

 
221

 
664

 
—

 
885

 
(150
)
 
10/26/2012
 
1984
Krystal
 
Macon
 
GA
 
—

 
325

 
759

 
—

 
1,084

 
(176
)
 
9/21/2012
 
1962
Krystal
 
Milledgeville
 
GA
 
—

 
261

 
609

 
—

 
870

 
(141
)
 
9/21/2012
 
2011
Krystal
 
Snellville
 
GA
 
—

 
466

 
466

 
—

 
932

 
(108
)
 
9/21/2012
 
1981
Krystal
 
Corinth
 
MS
 
—

 
279

 
652

 
—

 
931

 
(124
)
 
4/23/2013
 
2007
Krystal
 
Gulfport
 
MS
 
—

 
215

 
861

 
—

 
1,076

 
(200
)
 
9/21/2012
 
2011
Krystal
 
Pearl
 
MS
 
—

 
426

 
638

 
—

 
1,064

 
(148
)
 
9/21/2012
 
1976

F-167


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Krystal
 
Chattanooga
 
TN
 
—

 
336

 
784

 
—

 
1,120

 
(182
)
 
9/21/2012
 
2010
Krystal
 
Chattanooga
 
TN
 
—

 
186

 
328

 
—

 
514

 
(22
)
 
6/27/2013
 
1995
Krystal
 
Chattanooga
 
TN
 
—

 
440

 
659

 
—

 
1,099

 
(126
)
 
4/23/2013
 
1983
Krystal
 
Knoxville
 
TN
 
—

 
369

 
246

 
—

 
615

 
(57
)
 
9/21/2012
 
1970
Krystal
 
Lawrenceburg
 
TN
 
—

 
304

 
709

 
—

 
1,013

 
(135
)
 
4/23/2013
 
1980
Krystal
 
Memphis
 
TN
 
—

 
257

 
1,029

 
—

 
1,286

 
(196
)
 
4/23/2013
 
1975
Krystal
 
Memphis
 
TN
 
—

 
181

 
723

 
—

 
904

 
(138
)
 
4/23/2013
 
1972
Krystal
 
Murfreesboro
 
TN
 
—

 
465

 
698

 
—

 
1,163

 
(133
)
 
4/23/2013
 
2008
Kum & Go
 
Bentonville
 
AR
 
—

 
587

 
1,370

 
(13
)
 
1,944

 
(241
)
 
11/20/2012
 
2009
Kum & Go
 
Lowell
 
AR
 
—

 
774

 
1,437

 
—

 
2,211

 
(252
)
 
11/20/2012
 
2009
Kum & Go
 
Paragould
 
AR
 
—

 
708

 
2,123

 
—

 
2,831

 
(393
)
 
9/28/2012
 
2012
Kum & Go
 
Rogers
 
AR
 
—

 
668

 
1,559

 
—

 
2,227

 
(274
)
 
11/20/2012
 
2008
Kum & Go
 
Sherwood
 
AR
 
—

 
866

 
1,609

 
—

 
2,475

 
(297
)
 
9/28/2012
 
2012
Kum & Go
 
Fountain
 
CO
 
—

 
1,131

 
1,696

 
—

 
2,827

 
(290
)
 
12/24/2012
 
2012
Kum & Go
 
Monument
 
CO
 
—

 
1,192

 
1,457

 
—

 
2,649

 
(249
)
 
12/24/2012
 
2012
Kum & Go
 
Muscatine
 
IA
 
—

 
794

 
1,853

 
—

 
2,647

 
(317
)
 
12/27/2012
 
2012
Kum & Go
 
Ottumwa
 
IA
 
—

 
586

 
1,368

 
—

 
1,954

 
(240
)
 
11/20/2012
 
1998
Kum & Go
 
Sloan
 
IA
 
—

 
447

 
2,162

 
—

 
2,609

 
(257
)
 
2/7/2014
 
2008
Kum & Go
 
Story City
 
IA
 
—

 
223

 
2,089

 
—

 
2,312

 
(221
)
 
2/7/2014
 
2006
Kum & Go
 
Tipton
 
IA
 
—

 
507

 
1,945

 
—

 
2,452

 
(242
)
 
2/7/2014
 
2008
Kum & Go
 
Waukee
 
IA
 
—

 
1,280

 
1,280

 
—

 
2,560

 
(201
)
 
3/28/2013
 
2012
Kum & Go
 
West Branch
 
IA
 
—

 
219

 
1,089

 
—

 
1,308

 
(114
)
 
2/7/2014
 
1997
Kum & Go
 
Joplin
 
MO
 
—

 
218

 
782

 
—

 
1,000

 
(109
)
 
2/11/2014
 
1987
Kum & Go
 
Joplin
 
MO
 
—

 
314

 
1,610

 
—

 
1,924

 
(174
)
 
2/11/2014
 
1984
Kum & Go
 
Joplin
 
MO
 
—

 
127

 
300

 
—

 
427

 
(43
)
 
2/11/2014
 
1973
Kum & Go
 
Joplin
 
MO
 
—

 
205

 
594

 
—

 
799

 
(84
)
 
2/11/2014
 
1986
Kum & Go
 
Neosho
 
MO
 
—

 
504

 
1,144

 
—

 
1,648

 
(124
)
 
2/11/2014
 
1997
Kum & Go
 
Tioga
 
ND
 
—

 
318

 
2,863

 
—

 
3,181

 
(502
)
 
11/8/2012
 
2012
Kum & Go
 
Muskogee
 
OK
 
—

 
423

 
1,691

 
—

 
2,114

 
(233
)
 
7/22/2013
 
2013
Kum & Go
 
Muskogee
 
OK
 
—

 
97

 
973

 
—

 
1,070

 
(63
)
 
9/30/2014
 
1999
Kum & Go
 
Cheyenne
 
WY
 
—

 
411

 
2,327

 
—

 
2,738

 
(398
)
 
12/27/2012
 
2012
Kum & Go
 
Gillette
 
WY
 
—

 
878

 
2,048

 
—

 
2,926

 
(292
)
 
6/28/2013
 
2013

F-168


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
L.A. Fitness
 
Avondale
 
AZ
 
—

 
2,253

 
9,040

 
—

 
11,293

 
(916
)
 
2/7/2014
 
2006
L.A. Fitness
 
Glendale
 
AZ
 
3,175

 
2,177

 
7,568

 
20

 
9,765

 
(833
)
 
2/7/2014
 
2005
L.A. Fitness
 
Marana
 
AZ
 
—

 
1,284

 
8,322

 
—

 
9,606

 
(878
)
 
2/7/2014
 
2011
L.A. Fitness
 
Highland
 
CA
 
4,668

 
2,274

 
8,673

 
—

 
10,947

 
(972
)
 
2/7/2014
 
2009
L.A. Fitness
 
Broadview
 
IL
 
—

 
3,345

 
8,763

 
—

 
12,108

 
(900
)
 
2/7/2014
 
2010
L.A. Fitness
 
Oswego
 
IL
 
—

 
3,163

 
8,749

 
—

 
11,912

 
(936
)
 
2/7/2014
 
2008
L.A. Fitness
 
Carmel
 
IN
 
—

 
1,457

 
9,562

 
—

 
11,019

 
(972
)
 
2/7/2014
 
2008
L.A. Fitness
 
Indianapolis
 
IN
 
—

 
1,279

 
8,970

 
—

 
10,249

 
(912
)
 
2/7/2014
 
2009
L.A. Fitness
 
Oakdale
 
MN
 
4,749

 
2,315

 
8,315

 
—

 
10,630

 
(881
)
 
2/7/2014
 
2009
L.A. Fitness
 
Edmond
 
OK
 
—

 
962

 
6,916

 
—

 
7,878

 
(624
)
 
3/31/2014
 
2014
L.A. Fitness
 
Easton
 
PA
 
—

 
938

 
10,600

 
—

 
11,538

 
(1,082
)
 
2/7/2014
 
1979
L.A. Fitness
 
Dallas
 
TX
 
4,712

 
2,629

 
10,413

 
—

 
13,042

 
(1,006
)
 
2/7/2014
 
2008
L.A. Fitness
 
Denton
 
TX
 
3,933

 
1,888

 
9,568

 
(6
)
 
11,450

 
(951
)
 
2/7/2014
 
2009
L.A. Fitness
 
Duncanville
 
TX
 
—

 
1,538

 
10,023

 
—

 
11,561

 
(980
)
 
2/7/2014
 
2007
L.A. Fitness
 
Spring
 
TX
 
—

 
1,970

 
9,290

 
—

 
11,260

 
(921
)
 
2/7/2014
 
2006
Lamons Metal Gasket Co
 
Houston
 
TX
 
6,372

 
1,821

 
7,562

 
—

 
9,383

 
(680
)
 
2/21/2014
 
1999
Landmark Office Building
 
Omaha
 
NE
 
—

 
—

 
10,225

 
1,349

 
11,574

 
(2,819
)
 
11/5/2013
 
1980
Leeann Chin
 
Blaine
 
MN
 
—

 
480

 
528

 
—

 
1,008

 
(72
)
 
6/27/2013
 
1995
Leeann Chin
 
Chanhassen
 
MN
 
—

 
450

 
763

 
—

 
1,213

 
(104
)
 
6/27/2013
 
1995
Leeann Chin
 
Golden Valley
 
MN
 
—

 
270

 
776

 
—

 
1,046

 
(106
)
 
6/27/2013
 
1995
Lee's Famous Recipe Chicken
 
Florissant
 
MO
 
—

 
306

 
560

 
—

 
866

 
(79
)
 
6/27/2013
 
1984
Lee's Famous Recipe Chicken
 
St. Ann
 
MO
 
—

 
187

 
571

 
—

 
758

 
(80
)
 
6/27/2013
 
1984
Lee's Famous Recipe Chicken
 
St. Louis
 
MO
 
—

 
107

 
874

 
—

 
981

 
(123
)
 
6/27/2013
 
1984
Logan's Roadhouse
 
Huntsville
 
AL
 
—

 
520

 
4,797

 
(1,363
)
 
3,954

 
(115
)
 
6/27/2013
 
1995
Logan's Roadhouse
 
Fayetteville
 
AR
 
—

 
1,570

 
2,182

 
(953
)
 
2,799

 
(50
)
 
6/27/2013
 
1995
Logan's Roadhouse
 
Hattiesburg
 
MS
 
—

 
890

 
4,012

 
(803
)
 
4,099

 
(107
)
 
6/27/2013
 
1995
Logan's Roadhouse
 
Owasso
 
OK
 
—

 
1,449

 
2,173

 
(568
)
 
3,054

 
(58
)
 
7/31/2013
 
2006
Logan's Roadhouse
 
Clarksville
 
TN
 
—

 
1,010

 
4,424

 
(1,264
)
 
4,170

 
(108
)
 
6/27/2013
 
1995
Logan's Roadhouse
 
Cleveland
 
TN
 
—

 
890

 
3,902

 
(1,225
)
 
3,567

 
(92
)
 
6/27/2013
 
1995
Logan's Roadhouse
 
El Paso
 
TX
 
—

 
320

 
4,731

 
(1,558
)
 
3,493

 
(106
)
 
6/27/2013
 
1995
Long John Silver / A&W
 
Kansas City
 
MO
 
—

 
389

 
722

 
—

 
1,111

 
(94
)
 
7/31/2013
 
1995
Long John Silver / A&W
 
Neosho
 
MO
 
—

 
93

 
261

 
(73
)
 
281

 
(5
)
 
7/31/2013
 
1994

F-169


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Long John Silver's / A&W
 
Merced
 
CA
 
—

 
174

 
695

 
—

 
869

 
(90
)
 
7/31/2013
 
1982
Long John Silver's / A&W
 
Collinsville
 
IL
 
—

 
220

 
940

 
—

 
1,160

 
(132
)
 
6/27/2013
 
2006
Long John Silver's / A&W
 
Fairview Heights
 
IL
 
—

 
258

 
525

 
—

 
783

 
(74
)
 
6/27/2013
 
1976
Long John Silver's / A&W
 
Jacksonville
 
IL
 
—

 
171

 
431

 
—

 
602

 
(61
)
 
6/27/2013
 
1978
Long John Silver's / A&W
 
Litchfield
 
IL
 
—

 
194

 
996

 
—

 
1,190

 
(140
)
 
6/27/2013
 
1986
Long John Silver's / A&W
 
Marion
 
IL
 
—

 
305

 
1,059

 
—

 
1,364

 
(149
)
 
6/27/2013
 
1983
Long John Silver's / A&W
 
Mount Carmel
 
IL
 
—

 
105

 
484

 
—

 
589

 
(68
)
 
6/27/2013
 
1977
Long John Silver's / A&W
 
Vandalia
 
IL
 
—

 
101

 
484

 
—

 
585

 
(68
)
 
6/27/2013
 
1976
Long John Silver's / A&W
 
West Frankfort
 
IL
 
—

 
244

 
996

 
—

 
1,240

 
(140
)
 
6/27/2013
 
1977
Long John Silver's / A&W
 
Wood River
 
IL
 
—

 
251

 
314

 
—

 
565

 
(44
)
 
6/27/2013
 
1975
Long John Silver's / A&W
 
Garden City
 
KS
 
—

 
120

 
530

 
—

 
650

 
(75
)
 
6/27/2013
 
1978
Long John Silver's / A&W
 
Hays
 
KS
 
—

 
160

 
624

 
—

 
784

 
(88
)
 
6/27/2013
 
1994
Long John Silver's / A&W
 
Asheville
 
NC
 
—

 
586

 
693

 
(598
)
 
681

 
(11
)
 
6/27/2013
 
1992
Long John Silver's / A&W
 
Alamogordo
 
NM
 
—

 
160

 
574

 
(168
)
 
566

 
(13
)
 
6/27/2013
 
1995
Long John Silver's / A&W
 
Clovis
 
NM
 
—

 
210

 
705

 
(243
)
 
672

 
(14
)
 
6/27/2013
 
1995
Long John Silver's / A&W
 
Las Cruces
 
NM
 
—

 
242

 
565

 
(220
)
 
587

 
(12
)
 
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

 
(42
)
 
6/27/2013
 
1976
Long John Silver's / A&W
 
Marion
 
OH
 
—

 
182

 
389

 
(70
)
 
501

 
(11
)
 
6/27/2013
 
1994
Long John Silver's / A&W
 
Penn Hills
 
PA
 
—

 
438

 
656

 
—

 
1,094

 
(85
)
 
7/31/2013
 
1993
Long John Silver's / A&W
 
Jackson
 
TN
 
—

 
264

 
323

 
—

 
587

 
(42
)
 
7/31/2013
 
1995
Long John Silver's / A&W
 
Austin
 
TX
 
—

 
459

 
477

 
—

 
936

 
(67
)
 
6/27/2013
 
1993
Long John Silver's / A&W
 
Cleburne
 
TX
 
—

 
205

 
380

 
(155
)
 
430

 
(8
)
 
7/31/2013
 
1986
Long John Silver's / KFC
 
Green Bay
 
WI
 
—

 
748

 
563

 
—

 
1,311

 
(79
)
 
6/27/2013
 
1978
Long John Silver's / Taco Bell
 
Ashtabula
 
OH
 
—

 
440

 
1,640

 
—

 
2,080

 
(223
)
 
6/27/2013
 
1995
LongHorn Steakhouse
 
Tampa
 
FL
 
—

 
370

 
1,852

 
—

 
2,222

 
(261
)
 
6/27/2013
 
1995
Los Tios Mexican Restaurant
 
Dalton
 
OH
 
—

 
18

 
30

 
—

 
48

 
(4
)
 
6/27/2013
 
1990
Lowe's
 
Jonesboro
 
AR
 
—

 
2,101

 
8,405

 
135

 
10,641

 
(687
)
 
5/19/2014
 
1994
Lowe's
 
Burlington
 
IA
 
—

 
2,775

 
8,191

 
760

 
11,726

 
(722
)
 
2/7/2014
 
1996
Lowe's
 
Florence
 
KY
 
—

 
4,814

 
10,189

 
—

 
15,003

 
(908
)
 
2/7/2014
 
1997
Lowe's
 
New Orleans
 
LA
 
14,426

 
10,315

 
20,728

 
—

 
31,043

 
(2,199
)
 
11/5/2013
 
2005
Lowe's
 
Sanford
 
ME
 
4,672

 
4,045

 
—

 
—

 
4,045

 
—

 
2/7/2014
 
2009

F-170


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Lowe's
 
Windham
 
ME
 
7,930

 
12,640

 
—

 
—

 
12,640

 
—

 
6/3/2013
 
2006
Lowe's
 
Benton Harbor
 
MI
 
—

 
1,011

 
7,851

 
106

 
8,968

 
(705
)
 
3/17/2014
 
1994
Lowe's
 
Kansas City
 
MO
 
—

 
3,729

 
—

 
—

 
3,729

 
—

 
2/7/2014
 
2009
Lowe's
 
Las Vegas
 
NV
 
—

 
11,499

 
—

 
—

 
11,499

 
—

 
2/7/2014
 
2002
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

 
(830
)
 
2/7/2014
 
1994
Lowe's
 
Columbia
 
SC
 
—

 
5,485

 
—

 
—

 
5,485

 
—

 
2/7/2014
 
1994
Lowe's
 
Texas City
 
TX
 
—

 
2,313

 
9,253

 
—

 
11,566

 
(1,040
)
 
5/19/2014
 
1995
Lube Stop
 
Akron
 
OH
 
—

 
79

 
287

 
—

 
366

 
(18
)
 
9/2/2014
 
1988
Lube Stop
 
Akron
 
OH
 
—

 
135

 
761

 
—

 
896

 
(49
)
 
9/2/2014
 
1995
Lube Stop
 
Akron
 
OH
 
—

 
205

 
1,043

 
—

 
1,248

 
(65
)
 
9/2/2014
 
1992
Lube Stop
 
Bedford Heights
 
OH
 
—

 
156

 
529

 
—

 
685

 
(37
)
 
9/2/2014
 
1986
Lube Stop
 
Cleveland
 
OH
 
—

 
127

 
559

 
—

 
686

 
(35
)
 
9/2/2014
 
1988
Lube Stop
 
Fairview Park
 
OH
 
—

 
205

 
179

 
—

 
384

 
(18
)
 
9/2/2014
 
1988
Lube Stop
 
Lakewood
 
OH
 
—

 
205

 
765

 
—

 
970

 
(49
)
 
9/2/2014
 
1993
Lube Stop
 
Mayfield Heights
 
OH
 
—

 
201

 
430

 
—

 
631

 
(29
)
 
9/2/2014
 
1988
Lube Stop
 
Medina
 
OH
 
—

 
135

 
414

 
—

 
549

 
(29
)
 
9/2/2014
 
1995
Lube Stop
 
N. Barberton
 
OH
 
—

 
140

 
502

 
—

 
642

 
(31
)
 
9/2/2014
 
1998
Lube Stop
 
Painesville
 
OH
 
—

 
276

 
208

 
—

 
484

 
(18
)
 
9/2/2014
 
1988
Lube Stop
 
Parma
 
OH
 
—

 
124

 
390

 
—

 
514

 
(23
)
 
9/2/2014
 
1986
Lube Stop
 
Parma
 
OH
 
—

 
306

 
502

 
—

 
808

 
(35
)
 
9/2/2014
 
1986
Lube Stop
 
Seven Hills
 
OH
 
—

 
182

 
201

 
—

 
383

 
(16
)
 
9/2/2014
 
1987
Lube Stop
 
Solon
 
OH
 
—

 
233

 
487

 
—

 
720

 
(32
)
 
9/2/2014
 
1992
Lube Stop
 
South Euclid
 
OH
 
—

 
109

 
561

 
—

 
670

 
(32
)
 
9/2/2014
 
1986
Lube Stop
 
Stow
 
OH
 
—

 
230

 
132

 
—

 
362

 
(12
)
 
9/2/2014
 
1988
Lube Stop
 
Westlake
 
OH
 
—

 
85

 
525

 
—

 
610

 
(30
)
 
9/2/2014
 
1999
Lube Stop
 
Willoughby
 
OH
 
—

 
168

 
425

 
—

 
593

 
(27
)
 
9/2/2014
 
1986
Lumber Liquidators
 
Saginaw
 
MI
 
—

 
287

 
502

 
—

 
789

 
(45
)
 
5/28/2014
 
2000
Macaroni Grill
 
Flanders
 
NJ
 
915

 
1,468

 
883

 
—

 
2,351

 
(85
)
 
2/7/2014
 
2003
Macaroni Grill
 
W. Windsor
 
NJ
 
1,043

 
1,307

 
1,498

 
—

 
2,805

 
(137
)
 
2/7/2014
 
1998
Mars Petcare
 
Columbia
 
SC
 
—

 
1,875

 
19,591

 
(987
)
 
20,479

 
(1,646
)
 
11/5/2013
 
2014
Mattress Firm
 
Daphne
 
AL
 
—

 
528

 
1,233

 
—

 
1,761

 
(153
)
 
10/1/2013
 
2013

F-171


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Mattress Firm
 
Dothan
 
AL
 
—

 
406

 
1,217

 
—

 
1,623

 
(179
)
 
5/14/2013
 
2013
Mattress Firm
 
Rogers
 
AR
 
—

 
321

 
1,284

 
—

 
1,605

 
(207
)
 
2/6/2013
 
2012
Mattress Firm
 
Destin
 
FL
 
—

 
693

 
1,287

 
—

 
1,980

 
(184
)
 
6/5/2013
 
2013
Mattress Firm
 
Melbourne
 
FL
 
—

 
405

 
1,237

 
—

 
1,642

 
(125
)
 
2/7/2014
 
2011
Mattress Firm
 
Tallahassee
 
FL
 
—

 
924

 
1,386

 
—

 
2,310

 
(204
)
 
5/14/2013
 
2013
Mattress Firm
 
Boise
 
ID
 
—

 
335

 
1,339

 
—

 
1,674

 
(216
)
 
2/22/2013
 
2013
Mattress Firm
 
Garden City
 
ID
 
—

 
492

 
1,305

 
—

 
1,797

 
(125
)
 
2/26/2014
 
2003
Mattress Firm
 
Fairview Heights
 
IL
 
—

 
231

 
958

 
—

 
1,189

 
(106
)
 
2/7/2014
 
1977
Mattress Firm
 
Columbus
 
IN
 
—

 
157

 
891

 
—

 
1,048

 
(156
)
 
11/6/2012
 
1964
Mattress Firm
 
Evansville
 
IN
 
—

 
117

 
2,227

 
—

 
2,344

 
(360
)
 
2/11/2013
 
1995
Mattress Firm
 
Goshen
 
IN
 
—

 
211

 
1,555

 
—

 
1,766

 
(142
)
 
3/20/2014
 
2013
Mattress Firm
 
Mishawaka
 
IN
 
—

 
375

 
1,500

 
—

 
1,875

 
(207
)
 
7/30/2013
 
2013
Mattress Firm
 
South Bend
 
IN
 
—

 
289

 
2,445

 
—

 
2,734

 
(235
)
 
2/24/2014
 
2013
Mattress Firm
 
Bowling Green
 
KY
 
—

 
648

 
973

 
—

 
1,621

 
(148
)
 
4/25/2013
 
2012
Mattress Firm
 
Lafayette
 
LA
 
1,194

 
—

 
1,251

 
—

 
1,251

 
(184
)
 
5/2/2013
 
1995
Mattress Firm
 
Flint
 
MI
 
—

 
467

 
1,323

 
—

 
1,790

 
(85
)
 
8/19/2014
 
2014
Mattress Firm
 
Flint
 
MI
 
—

 
409

 
1,164

 
—

 
1,573

 
(61
)
 
10/3/2014
 
2014
Mattress Firm
 
Goldsboro
 
NC
 
—

 
349

 
1,385

 
—

 
1,734

 
(96
)
 
5/29/2014
 
2014
Mattress Firm
 
Greenville
 
NC
 
—

 
1,085

 
1,085

 
—

 
2,170

 
(185
)
 
12/12/2012
 
2012
Mattress Firm
 
Raleigh
 
NC
 
—

 
1,091

 
1,091

 
—

 
2,182

 
(202
)
 
9/28/2012
 
1997
Mattress Firm
 
Wilmington
 
NC
 
—

 
412

 
1,257

 
—

 
1,669

 
(199
)
 
3/29/2013
 
2013
Mattress Firm
 
Wilson
 
NC
 
—

 
373

 
692

 
—

 
1,065

 
(128
)
 
9/28/2012
 
2012
Mattress Firm
 
Painesville
 
OH
 
—

 
437

 
1,318

 
—

 
1,755

 
(94
)
 
7/10/2014
 
2014
Mattress Firm
 
Johnstown
 
PA
 
—

 
389

 
906

 
161

 
1,456

 
(46
)
 
7/31/2013
 
1995
Mattress Firm
 
Florence
 
SC
 
—

 
398

 
929

 
(8
)
 
1,319

 
(158
)
 
12/7/2012
 
2012
Mattress Firm
 
Rock Hill
 
SC
 
—

 
385

 
898

 
—

 
1,283

 
(120
)
 
8/21/2013
 
2008
Mattress Firm
 
Knoxville
 
TN
 
—

 
586

 
1,088

 
—

 
1,674

 
(171
)
 
3/19/2013
 
2012
Mattress Firm
 
Nederland
 
TX
 
—

 
311

 
1,245

 
—

 
1,556

 
(230
)
 
9/26/2012
 
1997
Mattress Firm
 
Bountiful
 
UT
 
—

 
736

 
1,367

 
—

 
2,103

 
(233
)
 
12/31/2012
 
2012
Mattress Firm
 
Spokane
 
WA
 
—

 
409

 
1,685

 
—

 
2,094

 
(261
)
 
4/4/2013
 
2013
Mattress Firm
 
Spokane
 
WA
 
—

 
511

 
1,582

 
—

 
2,093

 
(253
)
 
3/28/2013
 
2013
McAlisters
 
Murfreesboro
 
TN
 
—

 
310

 
720

 
—

 
1,030

 
(102
)
 
6/27/2013
 
1995

F-172


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
McAlisters
 
Sherman
 
TX
 
—

 
563

 
1,223

 
—

 
1,786

 
(114
)
 
5/16/2014
 
2013
McAlisters
 
Waco
 
TX
 
—

 
429

 
791

 
—

 
1,220

 
(89
)
 
3/27/2014
 
2000
McDonald's
 
Scotland Neck
 
NC
 
—

 
320

 
—

 
—

 
320

 
—

 
6/27/2013
 
2005
MedAssets
 
Plano
 
TX
 
—

 
10,432

 
45,650

 
—

 
56,082

 
(3,808
)
 
2/7/2014
 
2013
Melrose Park Center
 
Melrose Park
 
IL
 
—

 
6,143

 
10,515

 
373

 
17,031

 
(984
)
 
2/7/2014
 
2006
Mercer Well Services
 
Cleburne
 
TX
 
—

 
262

 
369

 
—

 
631

 
(29
)
 
6/25/2014
 
2008
Merrill Lynch
 
Hopewell
 
NJ
 
74,250

 
17,619

 
108,349

 
—

 
125,968

 
(10,604
)
 
2/7/2014
 
2001
Metals USA
 
Horicon
 
WI
 
3,674

 
754

 
6,104

 
—

 
6,858

 
(715
)
 
2/21/2014
 
1996
Metro PCS
 
Richardson
 
TX
 
7,963

 
1,292

 
19,606

 
—

 
20,898

 
(2,147
)
 
11/5/2013
 
1986
Mezcal Mexican Restaurant
 
Grafton
 
OH
 
—

 
64

 
191

 
—

 
255

 
(28
)
 
7/31/2013
 
1990
Michael's
 
Lafayette
 
LA
 
—

 
1,831

 
3,631

 
—

 
5,462

 
(404
)
 
2/7/2014
 
2011
Michelin
 
Louisville
 
KY
 
—

 
1,120

 
7,763

 
—

 
8,883

 
(1,006
)
 
11/5/2013
 
2011
Millenium Chem
 
Glen Burnie
 
MD
 
13,695

 
2,127

 
23,198

 
—

 
25,325

 
(2,057
)
 
2/21/2014
 
1984
Miraca Life Sciences
 
Irving
 
TX
 
—

 
3,237

 
37,297

 
325

 
40,859

 
(3,278
)
 
4/28/2014
 
1997
Monro Muffler
 
Lewiston
 
ME
 
—

 
279

 
1,115

 
—

 
1,394

 
(170
)
 
5/10/2013
 
1976
Monro Muffler
 
Waukesha
 
WI
 
—

 
228

 
684

 
—

 
912

 
(98
)
 
7/23/2013
 
2002
Monterey's Tex Mex
 
Tulsa
 
OK
 
—

 
135

 
406

 
—

 
541

 
(59
)
 
7/31/2013
 
2001
MotoMart
 
St. Charles
 
MO
 
—

 
1,085

 
1,980

 
—

 
3,065

 
(229
)
 
2/7/2014
 
2009
Mrs. Baird's
 
Dallas
 
TX
 
—

 
453

 
4,077

 
—

 
4,530

 
(860
)
 
7/11/2012
 
2002
MS Energy Service
 
Midland
 
TX
 
—

 
1,165

 
948

 
—

 
2,113

 
(73
)
 
6/12/2014
 
2012
My Dentist
 
Chickasha
 
OK
 
—

 
100

 
186

 
—

 
286

 
(27
)
 
6/27/2013
 
1995
N/A - Billboard
 
Memphis
 
TN
 
—

 
33

 
—

 
—

 
33

 
—

 
7/31/2013
 
1995
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 - Parking Lot
 
Kingston
 
PA
 
—

 
29

 
—

 
—

 
29

 
—

 
6/27/2013
 
1995
National Tire & Battery
 
St. Louis
 
MO
 
—

 
756

 
924

 
—

 
1,680

 
(172
)
 
10/31/2012
 
1998
National Tire & Battery
 
Nashville
 
TN
 
799

 
603

 
1,373

 
—

 
1,976

 
(130
)
 
2/7/2014
 
1978
Natural Grocers
 
Salem
 
OR
 
—

 
1,339

 
3,886

 
—

 
5,225

 
(391
)
 
2/7/2014
 
2013
Nestle Holdings
 
Breinigsville
 
PA
 
—

 
—

 
66,948

 
—

 
66,948

 
(8,678
)
 
11/5/2013
 
1994
Nomac Drilling
 
Houston
 
TX
 
—

 
369

 
2,669

 
—

 
3,038

 
(191
)
 
6/12/2014
 
2012
Northern Tool & Equipment
 
Ocala
 
FL
 
1,642

 
1,693

 
2,727

 
—

 
4,420

 
(274
)
 
2/7/2014
 
2008

F-173


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Northrop Grumman
 
El Segundo
 
CA
 
—

 
15,935

 
67,908

 
—

 
83,843

 
(5,067
)
 
6/27/2014
 
1972
NTW
 
Morrow
 
GA
 
—

 
397

 
1,586

 
—

 
1,983

 
(326
)
 
6/5/2012
 
1992
O'Charley's
 
Dalton
 
GA
 
—

 
406

 
1,817

 
—

 
2,223

 
(265
)
 
6/27/2013
 
1993
O'Charley's
 
Tucker
 
GA
 
—

 
1,037

 
866

 
—

 
1,903

 
(126
)
 
6/27/2013
 
1993
Old City Buffet
 
Coon Rapids
 
MN
 
—

 
1,611

 
2,188

 
(1,311
)
 
2,488

 
(45
)
 
2/7/2014
 
2003
Old Country Buffet
 
Mesa
 
AZ
 
—

 
191

 
1,007

 
—

 
1,198

 
(170
)
 
1/8/2014
 
1999
Old Country Buffet
 
Burbank
 
CA
 
—

 
246

 
1,309

 
—

 
1,555

 
(188
)
 
1/8/2014
 
2001
Old Country Buffet
 
Fresno
 
CA
 
—

 
326

 
1,306

 
—

 
1,632

 
(197
)
 
1/8/2014
 
2003
Old Country Buffet
 
Gilroy
 
CA
 
—

 
249

 
986

 
—

 
1,235

 
(156
)
 
1/8/2014
 
2002
Old Country Buffet
 
Lynwood
 
CA
 
—

 
245

 
1,308

 
—

 
1,553

 
(198
)
 
1/8/2014
 
2002
Old Country Buffet
 
Rancho Cucamonga
 
CA
 
—

 
230

 
1,208

 
—

 
1,438

 
(235
)
 
1/8/2014
 
1998
Old Country Buffet
 
San Luis Obispo
 
CA
 
—

 
195

 
1,013

 
—

 
1,208

 
(157
)
 
1/8/2014
 
2000
Old Country Buffet
 
Vacaville
 
CA
 
—

 
195

 
1,044

 
—

 
1,239

 
(139
)
 
1/8/2014
 
2000
Old Country Buffet
 
Littleton
 
CO
 
—

 
196

 
1,014

 
—

 
1,210

 
(152
)
 
1/8/2014
 
1995
Old Country Buffet
 
Davie
 
FL
 
—

 
193

 
1,009

 
—

 
1,202

 
(180
)
 
1/8/2014
 
1989
Old Country Buffet
 
Dickson City
 
PA
 
—

 
262

 
1,257

 
(409
)
 
1,110

 
(48
)
 
1/8/2014
 
2004
Old Country Buffet
 
Downingtown
 
PA
 
—

 
264

 
1,261

 
—

 
1,525

 
(244
)
 
1/8/2014
 
1997
Old Country Buffet
 
Lancaster
 
PA
 
—

 
225

 
1,202

 
(257
)
 
1,170

 
(52
)
 
1/8/2014
 
1998
Olive Garden
 
Edmonton
 
AB
 
—

 
2,870

 
452

 
—

 
3,322

 
(28
)
 
7/28/2014
 
1990
Olive Garden
 
Edmonton
 
AB
 
—

 
2,946

 
461

 
—

 
3,407

 
(29
)
 
7/28/2014
 
1990
Olive Garden
 
Flagstaff
 
AZ
 
—

 
875

 
455

 
—

 
1,330

 
(26
)
 
7/28/2014
 
1996
Olive Garden
 
Altamonte Springs
 
FL
 
—

 
699

 
4,023

 
—

 
4,722

 
(182
)
 
7/28/2014
 
2006
Olive Garden
 
Leesburg
 
FL
 
—

 
692

 
1,837

 
—

 
2,529

 
(78
)
 
7/28/2014
 
1990
Olive Garden
 
Port Charlotte
 
FL
 
—

 
1,454

 
4,156

 
—

 
5,610

 
(162
)
 
7/28/2014
 
1990
Olive Garden
 
Winnipeg
 
MB
 
—

 
1,640

 
1,444

 
—

 
3,084

 
(63
)
 
7/28/2014
 
1989
Olive Garden
 
Salisbury
 
MD
 
—

 
1,171

 
3,144

 
—

 
4,315

 
(127
)
 
7/28/2014
 
1995
Olive Garden
 
Cary
 
NC
 
—

 
1,545

 
6,603

 
—

 
8,148

 
(252
)
 
7/28/2014
 
1992
Olive Garden
 
Oklahoma City
 
OK
 
—

 
819

 
4,053

 
—

 
4,872

 
(159
)
 
7/28/2014
 
1991
Olive Garden
 
Langhorne
 
PA
 
—

 
970

 
3,717

 
—

 
4,687

 
(146
)
 
7/28/2014
 
1996
Olive Garden
 
Pittsburgh
 
PA
 
—

 
1,560

 
1,422

 
—

 
2,982

 
(76
)
 
7/28/2014
 
2003
Olive Garden
 
Houston
 
TX
 
—

 
973

 
2,902

 
—

 
3,875

 
(118
)
 
7/28/2014
 
1994
Olive Garden
 
Chesapeake
 
VA
 
—

 
1,382

 
2,252

 
—

 
3,634

 
(95
)
 
7/28/2014
 
1991

F-174


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Olive Garden
 
Manassas
 
VA
 
—

 
1,965

 
2,585

 
—

 
4,550

 
(106
)
 
7/28/2014
 
1993
Olive Garden
 
Silverdale
 
WA
 
—

 
1,752

 
2,015

 
—

 
3,767

 
(86
)
 
7/28/2014
 
1993
Olive Garden
 
Morgantown
 
WV
 
—

 
1,765

 
2,199

 
—

 
3,964

 
(119
)
 
7/28/2014
 
2006
On the Border
 
Rogers
 
AR
 
950

 
655

 
1,500

 
—

 
2,155

 
(178
)
 
2/7/2014
 
2002
On the Border
 
Mesa
 
AZ
 
1,804

 
2,090

 
1,534

 
—

 
3,624

 
(183
)
 
2/7/2014
 
1998
On the Border
 
Peoria
 
AZ
 
1,562

 
2,129

 
1,352

 
—

 
3,481

 
(147
)
 
2/7/2014
 
1998
On the Border
 
Alpharetta
 
GA
 
—

 
1,771

 
1,842

 
—

 
3,613

 
(218
)
 
2/7/2014
 
1997
On the Border
 
Buford
 
GA
 
—

 
1,786

 
1,506

 
—

 
3,292

 
(181
)
 
2/7/2014
 
2001
On the Border
 
Naperville
 
IL
 
—

 
2,549

 
1,414

 
—

 
3,963

 
(198
)
 
2/7/2014
 
1997
On the Border
 
West Springfield
 
MA
 
2,000

 
413

 
4,173

 
—

 
4,586

 
(468
)
 
2/7/2014
 
1995
On the Border
 
Auburn Hills
 
MI
 
—

 
1,355

 
2,745

 
—

 
4,100

 
(301
)
 
2/7/2014
 
1999
On the Border
 
Novi
 
MI
 
—

 
444

 
3,176

 
—

 
3,620

 
(339
)
 
2/7/2014
 
1997
On the Border
 
Kansas City
 
MO
 
1,454

 
1,743

 
1,039

 
—

 
2,782

 
(151
)
 
2/7/2014
 
1997
On the Border
 
Lees Summit
 
MO
 
1,200

 
1,647

 
1,008

 
—

 
2,655

 
(144
)
 
2/7/2014
 
2002
On the Border
 
Concord Mills
 
NC
 
—

 
1,903

 
1,456

 
—

 
3,359

 
(193
)
 
2/7/2014
 
2000
On the Border
 
Mount Laurel
 
NJ
 
713

 
1,446

 
1,938

 
—

 
3,384

 
(229
)
 
2/7/2014
 
2004
On the Border
 
W. Windsor
 
NJ
 
2,432

 
1,489

 
1,703

 
—

 
3,192

 
(266
)
 
2/7/2014
 
1998
On the Border
 
Columbus
 
OH
 
1,925

 
1,594

 
1,558

 
—

 
3,152

 
(214
)
 
2/7/2014
 
1997
On the Border
 
Oklahoma City
 
OK
 
—

 
859

 
2,310

 
—

 
3,169

 
(277
)
 
2/7/2014
 
1996
On the Border
 
Tulsa
 
OK
 
—

 
740

 
2,956

 
—

 
3,696

 
(346
)
 
2/7/2014
 
1995
On the Border
 
Burleson
 
TX
 
—

 
891

 
2,844

 
—

 
3,735

 
(329
)
 
2/7/2014
 
2000
On the Border
 
College Station
 
TX
 
—

 
2,218

 
1,471

 
—

 
3,689

 
(173
)
 
2/7/2014
 
1997
On the Border
 
Denton
 
TX
 
—

 
1,419

 
2,012

 
—

 
3,431

 
(237
)
 
2/7/2014
 
2002
On the Border
 
Desoto
 
TX
 
—

 
751

 
3,207

 
—

 
3,958

 
(355
)
 
2/7/2014
 
1998
On the Border
 
Ft. Worth
 
TX
 
—

 
1,222

 
2,991

 
—

 
4,213

 
(335
)
 
2/7/2014
 
1999
On the Border
 
Garland
 
TX
 
—

 
1,065

 
1,692

 
—

 
2,757

 
(195
)
 
2/7/2014
 
2007
On the Border
 
Lubbock
 
TX
 
—

 
375

 
3,679

 
—

 
4,054

 
(396
)
 
2/7/2014
 
1994
On the Border
 
Rockwall
 
TX
 
—

 
693

 
3,244

 
—

 
3,937

 
(339
)
 
2/7/2014
 
1999
On the Border
 
Woodbridge
 
VA
 
—

 
1,799

 
899

 
—

 
2,698

 
(214
)
 
2/7/2014
 
1998
O'Reilly Auto Parts
 
Oneonta
 
AL
 
—

 
81

 
460

 
—

 
541

 
(87
)
 
8/2/2012
 
2000
O'Reilly Auto Parts
 
Louisville
 
KY
 
—

 
573

 
794

 
—

 
1,367

 
(81
)
 
2/7/2014
 
2011
O'Reilly Auto Parts
 
Breaux Bridge
 
LA
 
—

 
139

 
738

 
—

 
877

 
(76
)
 
2/7/2014
 
2009

F-175


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
O'Reilly Auto Parts
 
Central
 
LA
 
—

 
104

 
915

 
—

 
1,019

 
(91
)
 
2/7/2014
 
2010
O'Reilly Auto Parts
 
La Place
 
LA
 
—

 
342

 
819

 
—

 
1,161

 
(84
)
 
2/7/2014
 
2008
O'Reilly Auto Parts
 
New Roads
 
LA
 
—

 
175

 
737

 
—

 
912

 
(76
)
 
2/7/2014
 
2008
O'Reilly Auto Parts
 
Ravenna
 
OH
 
—

 
144

 
1,137

 
—

 
1,281

 
(111
)
 
2/7/2014
 
2010
O'Reilly Auto Parts
 
Willard
 
OH
 
—

 
137

 
877

 
—

 
1,014

 
(84
)
 
2/7/2014
 
2011
O'Reilly Auto Parts
 
Highlands
 
TX
 
485

 
281

 
813

 
—

 
1,094

 
(74
)
 
2/7/2014
 
2010
O'Reilly Auto Parts
 
Houston
 
TX
 
560

 
340

 
895

 
—

 
1,235

 
(82
)
 
2/7/2014
 
2010
O'Reilly Auto Parts
 
San Antonio
 
TX
 
703

 
439

 
1,030

 
—

 
1,469

 
(97
)
 
2/7/2014
 
2010
O'Reilly Auto Parts
 
Christiansburg
 
VA
 
646

 
562

 
793

 
—

 
1,355

 
(75
)
 
2/7/2014
 
2010
O'Reilly Auto Parts
 
Laramie
 
WY
 
—

 
144

 
1,297

 
—

 
1,441

 
(234
)
 
10/12/2012
 
1999
Outback Steakhouse
 
Fort Smith
 
AR
 
—

 
841

 
1,996

 
—

 
2,837

 
(238
)
 
2/7/2014
 
1999
Outback Steakhouse
 
Centennial
 
CO
 
—

 
1,378

 
1,397

 
—

 
2,775

 
(170
)
 
2/7/2014
 
1996
Outback Steakhouse
 
Jacksonville
 
FL
 
—

 
770

 
2,261

 
—

 
3,031

 
(241
)
 
2/7/2014
 
2001
Outback Steakhouse
 
Sebring
 
FL
 
—

 
981

 
1,695

 
—

 
2,676

 
(204
)
 
2/7/2014
 
2001
Outback Steakhouse
 
Fort Wayne
 
IN
 
—

 
733

 
984

 
—

 
1,717

 
(196
)
 
2/7/2014
 
2000
Outback Steakhouse
 
Lexington
 
KY
 
—

 
1,077

 
2,139

 
—

 
3,216

 
(247
)
 
2/7/2014
 
2002
Outback Steakhouse
 
Baton Rouge
 
LA
 
—

 
742

 
1,272

 
—

 
2,014

 
(146
)
 
2/7/2014
 
2001
Outback Steakhouse
 
Southgate
 
MI
 
—

 
787

 
2,742

 
—

 
3,529

 
(300
)
 
2/7/2014
 
1994
Outback Steakhouse
 
Lees Summit
 
MO
 
—

 
901

 
620

 
—

 
1,521

 
(82
)
 
2/7/2014
 
1999
Outback Steakhouse
 
Garner
 
NC
 
—

 
1,088

 
1,817

 
—

 
2,905

 
(213
)
 
2/7/2014
 
2004
Outback Steakhouse
 
Las Cruces
 
NM
 
—

 
536

 
1,549

 
—

 
2,085

 
(173
)
 
2/7/2014
 
2000
Outback Steakhouse
 
Boardman Township
 
OH
 
—

 
575

 
2,742

 
—

 
3,317

 
(306
)
 
2/7/2014
 
1995
Outback Steakhouse
 
Independence
 
OH
 
—

 
901

 
2,268

 
—

 
3,169

 
(210
)
 
2/7/2014
 
2006
Outback Steakhouse
 
Pittsburgh
 
PA
 
—

 
1,370

 
932

 
—

 
2,302

 
(159
)
 
2/7/2014
 
1995
Outback Steakhouse
 
Conroe
 
TX
 
—

 
959

 
2,063

 
—

 
3,022

 
(213
)
 
2/7/2014
 
2001
Outback Steakhouse
 
Houston
 
TX
 
—

 
964

 
2,321

 
—

 
3,285

 
(240
)
 
2/7/2014
 
1998
Outback Steakhouse
 
Mcallen
 
TX
 
—

 
835

 
443

 
—

 
1,278

 
(52
)
 
2/7/2014
 
1999
Outback Steakhouse
 
Colonial Heights
 
VA
 
—

 
1,297

 
746

 
—

 
2,043

 
(213
)
 
2/7/2014
 
2000
Outback Steakhouse
 
Newport News
 
VA
 
—

 
600

 
1,356

 
—

 
1,956

 
(258
)
 
2/7/2014
 
1993
Outback Steakhouse
 
Winchester
 
VA
 
—

 
704

 
1,310

 
—

 
2,014

 
(273
)
 
2/7/2014
 
2006
Owens & Minor
 
Cleveland
 
OH
 
—

 
755

 
6,077

 
(4
)
 
6,828

 
(394
)
 
9/30/2014
 
2014
Owens Corning
 
Newark
 
OH
 
—

 
725

 
13,013

 
—

 
13,738

 
(1,109
)
 
2/7/2014
 
2007

F-176


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Owens Corning
 
Wichita Falls
 
TX
 
—

 
231

 
847

 
—

 
1,078

 
(77
)
 
6/12/2014
 
1972
Pantry Gas & Convenience
 
Montgomery
 
AL
 
—

 
526

 
1,228

 
—

 
1,754

 
(210
)
 
12/31/2012
 
1998
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,332

 
1,332

 
—

 
2,664

 
(227
)
 
12/31/2012
 
2004
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,667

 
417

 
—

 
2,084

 
(71
)
 
12/31/2012
 
1982
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,191

 
1,787

 
—

 
2,978

 
(305
)
 
12/31/2012
 
1987
Pantry Gas & Convenience
 
Charlotte
 
NC
 
—

 
1,070

 
1,308

 
—

 
2,378

 
(223
)
 
12/31/2012
 
1997
Pantry Gas & Convenience
 
Conover
 
NC
 
—

 
1,144

 
936

 
—

 
2,080

 
(160
)
 
12/31/2012
 
1998
Pantry Gas & Convenience
 
Cornelius
 
NC
 
—

 
1,847

 
2,258

 
—

 
4,105

 
(386
)
 
12/31/2012
 
1999
Pantry Gas & Convenience
 
Lincolnton
 
NC
 
—

 
1,766

 
2,159

 
—

 
3,925

 
(369
)
 
12/31/2012
 
2000
Pantry Gas & Convenience
 
Matthews
 
NC
 
—

 
980

 
1,819

 
—

 
2,799

 
(311
)
 
12/31/2012
 
1987
Pantry Gas & Convenience
 
Thomasville
 
NC
 
—

 
1,175

 
1,436

 
—

 
2,611

 
(245
)
 
12/31/2012
 
2000
Pantry Gas & Convenience
 
Fort Mill
 
SC
 
—

 
1,311

 
1,967

 
—

 
3,278

 
(336
)
 
12/31/2012
 
1988
Pearson Education
 
Lebanon
 
IN
 
24,632

 
4,535

 
25,685

 
—

 
30,220

 
(3,190
)
 
2/21/2014
 
1997
Pearson Education
 
Lawrence
 
KS
 
14,680

 
2,548

 
18,057

 
—

 
20,605

 
(1,995
)
 
11/5/2013
 
1997
Penske
 
Bedford
 
OH
 
—

 
183

 
—

 
—

 
183

 
—

 
6/27/2013
 
1995
Petco
 
Lake Charles
 
LA
 
2,145

 
690

 
4,072

 
—

 
4,762

 
(371
)
 
2/7/2014
 
2008
Petco
 
Dardenne Prairie
 
MO
 
—

 
806

 
3,024

 
—

 
3,830

 
(269
)
 
2/7/2014
 
2009
Petsmart
 
Phoenix
 
AZ
 
51,250

 
7,308

 
97,510

 
36

 
104,854

 
(7,546
)
 
2/7/2014
 
1997
Petsmart
 
Merced
 
CA
 
—

 
1,729

 
4,194

 
—

 
5,923

 
(382
)
 
2/7/2014
 
1993
Petsmart
 
Redding
 
CA
 
—

 
1,312

 
4,133

 
—

 
5,445

 
(409
)
 
2/7/2014
 
1989
Petsmart
 
Westlake Village
 
CA
 
—

 
3,406

 
5,017

 
—

 
8,423

 
(437
)
 
2/7/2014
 
1998
Petsmart
 
Boca Raton
 
FL
 
—

 
3,514

 
4,912

 
—

 
8,426

 
(461
)
 
2/7/2014
 
2001
Petsmart
 
Lake Mary
 
FL
 
—

 
2,430

 
2,556

 
—

 
4,986

 
(243
)
 
2/7/2014
 
1997
Petsmart
 
Plantation
 
FL
 
—

 
965

 
5,302

 
—

 
6,267

 
(474
)
 
2/7/2014
 
2001
Petsmart
 
Tallahassee
 
FL
 
—

 
1,468

 
1,387

 
—

 
2,855

 
(136
)
 
2/7/2014
 
1998
Petsmart
 
Evanston
 
IL
 
—

 
1,120

 
6,007

 
—

 
7,127

 
(523
)
 
2/7/2014
 
2001
Petsmart
 
Braintree
 
MA
 
—

 
2,805

 
8,398

 
—

 
11,203

 
(711
)
 
2/7/2014
 
1996
Petsmart
 
Oxon Hill
 
MD
 
—

 
1,722

 
4,389

 
—

 
6,111

 
(394
)
 
2/7/2014
 
1998
Petsmart
 
Flint
 
MI
 
—

 
606

 
3,839

 
—

 
4,445

 
(343
)
 
2/7/2014
 
1996
Petsmart
 
Parma
 
OH
 
—

 
1,288

 
3,527

 
—

 
4,815

 
(314
)
 
2/7/2014
 
1996
Petsmart
 
Dallas
 
TX
 
—

 
470

 
6,089

 
—

 
6,559

 
(510
)
 
2/7/2014
 
1998
Petsmart
 
Southlake
 
TX
 
—

 
1,063

 
7,093

 
—

 
8,156

 
(606
)
 
2/7/2014
 
1998

F-177


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Physicians Immediate Care
 
Aurora
 
IL
 
—

 
1,043

 
1,346

 
—

 
2,389

 
(145
)
 
2/7/2014
 
2003
Physicians Immediate Care
 
Glendale Heights
 
IL
 
—

 
487

 
2,256

 
—

 
2,743

 
(230
)
 
2/7/2014
 
1997
Physicians Immediate Care
 
New Lenox
 
IL
 
—

 
535

 
1,884

 
—

 
2,419

 
(196
)
 
2/7/2014
 
2011
Physicians Immediate Care
 
Plainfield
 
IL
 
—

 
590

 
1,747

 
—

 
2,337

 
(180
)
 
2/7/2014
 
2011
Physicians Immediate Care
 
Mishawaka
 
IN
 
—

 
252

 
1,351

 
—

 
1,603

 
(152
)
 
2/7/2014
 
2013
Pier 1 Imports
 
Victoria
 
TX
 
—

 
457

 
1,767

 
—

 
2,224

 
(181
)
 
2/7/2014
 
2011
Pilot Flying J
 
Carnesville
 
GA
 
—

 
1,867

 
7,466

 
—

 
9,333

 
(1,595
)
 
1/31/2013
 
2000
Pizza Hut/WingStreet
 
Mobile
 
AL
 
—

 
127

 
276

 
(102
)
 
301

 
(6
)
 
6/27/2013
 
1974
Pizza Hut/WingStreet
 
Page
 
AZ
 
—

 
66

 
263

 
—

 
329

 
(34
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Cooper City
 
FL
 
—

 
320

 
466

 
—

 
786

 
(66
)
 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Marathon
 
FL
 
—

 
530

 
187

 
—

 
717

 
(26
)
 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Ashburn
 
GA
 
—

 
102

 
233

 
(39
)
 
296

 
(6
)
 
6/27/2013
 
1988
Pizza Hut/WingStreet
 
Dawson
 
GA
 
—

 
131

 
274

 
(92
)
 
313

 
(6
)
 
6/27/2013
 
1987
Pizza Hut/WingStreet
 
Eatonton
 
GA
 
—

 
353

 
353

 
—

 
706

 
(46
)
 
7/31/2013
 
1988
Pizza Hut/WingStreet
 
Greensboro
 
GA
 
—

 
569

 
465

 
—

 
1,034

 
(60
)
 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Jackson
 
GA
 
—

 
673

 
735

 
—

 
1,408

 
(104
)
 
6/27/2013
 
1987
Pizza Hut/WingStreet
 
Aurora
 
IL
 
—

 
281

 
522

 
(141
)
 
662

 
(12
)
 
7/31/2013
 
1983
Pizza Hut/WingStreet
 
Downers Grove
 
IL
 
—

 
504

 
616

 
(395
)
 
725

 
(11
)
 
7/31/2013
 
1985
Pizza Hut/WingStreet
 
Louisville
 
KY
 
—

 
539

 
499

 
—

 
1,038

 
(70
)
 
6/27/2013
 
1975
Pizza Hut/WingStreet
 
Lafayette
 
LA
 
—

 
68

 
271

 
(39
)
 
300

 
(7
)
 
6/27/2013
 
1990
Pizza Hut/WingStreet
 
Salisbury
 
MD
 
—

 
245

 
734

 
—

 
979

 
(95
)
 
7/31/2013
 
1983
Pizza Hut/WingStreet
 
Dearborn
 
MI
 
—

 
284

 
528

 
—

 
812

 
(68
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Bozeman
 
MT
 
—

 
150

 
343

 
—

 
493

 
(48
)
 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Glasgow
 
MT
 
—

 
120

 
217

 
—

 
337

 
(31
)
 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Livingston
 
MT
 
—

 
130

 
245

 
—

 
375

 
(35
)
 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
East Syracuse
 
NY
 
—

 
137

 
185

 
—

 
322

 
(26
)
 
6/27/2013
 
1978
Pizza Hut/WingStreet
 
Elmira
 
NY
 
—

 
199

 
370

 
(159
)
 
410

 
(7
)
 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Nedrow
 
NY
 
—

 
55

 
80

 
—

 
135

 
(11
)
 
6/27/2013
 
1979
Pizza Hut/WingStreet
 
Rochester
 
NY
 
—

 
62

 
62

 
—

 
124

 
(8
)
 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Wellsville
 
NY
 
—

 
123

 
368

 
(81
)
 
410

 
(9
)
 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Bowling Green
 
OH
 
—

 
141

 
262

 
—

 
403

 
(34
)
 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Cleveland
 
OH
 
—

 
87

 
175

 
—

 
262

 
(25
)
 
6/27/2013
 
1995

F-178


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Pizza Hut/WingStreet
 
Defiance
 
OH
 
—

 
114

 
197

 
—

 
311

 
(28
)
 
6/27/2013
 
1977
Pizza Hut/WingStreet
 
Delaware
 
OH
 
—

 
270

 
721

 
—

 
991

 
(101
)
 
6/27/2013
 
1975
Pizza Hut/WingStreet
 
Marietta
 
OH
 
—

 
104

 
193

 
—

 
297

 
(25
)
 
7/31/2013
 
1986
Pizza Hut/WingStreet
 
Middleburg Hts
 
OH
 
—

 
128

 
156

 
—

 
284

 
(20
)
 
7/31/2013
 
1985
Pizza Hut/WingStreet
 
North Olmsted
 
OH
 
—

 
122

 
153

 
—

 
275

 
(22
)
 
6/27/2013
 
1977
Pizza Hut/WingStreet
 
Norwalk
 
OH
 
—

 
77

 
115

 
—

 
192

 
(15
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Sandusky
 
OH
 
—

 
140

 
171

 
—

 
311

 
(22
)
 
7/31/2013
 
1982
Pizza Hut/WingStreet
 
Strongsville
 
OH
 
—

 
74

 
108

 
—

 
182

 
(15
)
 
6/27/2013
 
1977
Pizza Hut/WingStreet
 
Toledo
 
OH
 
—

 
58

 
173

 
—

 
231

 
(24
)
 
6/27/2013
 
1978
Pizza Hut/WingStreet
 
Oklahoma City
 
OK
 
—

 
268

 
268

 
—

 
536

 
(35
)
 
7/31/2013
 
1984
Pizza Hut/WingStreet
 
Shamokin
 
PA
 
—

 
54

 
217

 
—

 
271

 
(28
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Batesburg
 
SC
 
—

 
261

 
484

 
—

 
745

 
(63
)
 
7/31/2013
 
1987
Pizza Hut/WingStreet
 
Bishopville
 
SC
 
—

 
365

 
365

 
—

 
730

 
(47
)
 
7/31/2013
 
1987
Pizza Hut/WingStreet
 
Cheraw
 
SC
 
—

 
415

 
507

 
—

 
922

 
(66
)
 
7/31/2013
 
1984
Pizza Hut/WingStreet
 
Columbia
 
SC
 
—

 
881

 
588

 
—

 
1,469

 
(76
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Edgefield
 
SC
 
—

 
221

 
410

 
—

 
631

 
(53
)
 
7/31/2013
 
1986
Pizza Hut/WingStreet
 
Laurens
 
SC
 
—

 
454

 
371

 
—

 
825

 
(48
)
 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Pageland
 
SC
 
—

 
344

 
420

 
—

 
764

 
(54
)
 
7/31/2013
 
1999
Pizza Hut/WingStreet
 
Saluda
 
SC
 
—

 
346

 
346

 
—

 
692

 
(45
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Santee
 
SC
 
—

 
371

 
248

 
—

 
619

 
(32
)
 
7/31/2013
 
1972
Pizza Hut/WingStreet
 
St. George
 
SC
 
—

 
367

 
245

 
—

 
612

 
(32
)
 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
West Columbia
 
SC
 
—

 
507

 
415

 
—

 
922

 
(54
)
 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Box Elder
 
SD
 
—

 
68

 
217

 
—

 
285

 
(31
)
 
6/27/2013
 
1985
Pizza Hut/WingStreet
 
Knoxville
 
TN
 
—

 
300

 
546

 
—

 
846

 
(77
)
 
6/27/2013
 
1995
Pizza Hut/WingStreet
 
Abilene
 
TX
 
—

 
549

 
449

 
(156
)
 
842

 
(10
)
 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Abilene
 
TX
 
—

 
397

 
170

 
(88
)
 
479

 
(4
)
 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Amarillo
 
TX
 
—

 
339

 
1,016

 
—

 
1,355

 
(132
)
 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Amarillo
 
TX
 
—

 
254

 
1,015

 
—

 
1,269

 
(132
)
 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Ballinger
 
TX
 
—

 
34

 
109

 
—

 
143

 
(15
)
 
6/27/2013
 
1978
Pizza Hut/WingStreet
 
Coleman
 
TX
 
—

 
69

 
391

 
(197
)
 
263

 
(6
)
 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Crystal City
 
TX
 
—

 
148

 
453

 
—

 
601

 
(64
)
 
6/27/2013
 
1981
Pizza Hut/WingStreet
 
Fort Stockton
 
TX
 
—

 
252

 
1,007

 
—

 
1,259

 
(131
)
 
7/31/2013
 
2008

F-179


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Pizza Hut/WingStreet
 
Midland
 
TX
 
—

 
414

 
506

 
—

 
920

 
(66
)
 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Midland
 
TX
 
—

 
506

 
619

 
—

 
1,125

 
(80
)
 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Monahans
 
TX
 
—

 
361

 
671

 
—

 
1,032

 
(87
)
 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
456

 
847

 
—

 
1,303

 
(110
)
 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
588

 
882

 
—

 
1,470

 
(114
)
 
7/31/2013
 
1972
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
572

 
572

 
—

 
1,144

 
(74
)
 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
627

 
766

 
—

 
1,393

 
(99
)
 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Odessa
 
TX
 
—

 
457

 
685

 
—

 
1,142

 
(89
)
 
7/31/2013
 
1976
Pizza Hut/WingStreet
 
Pecos
 
TX
 
—

 
387

 
719

 
—

 
1,106

 
(93
)
 
7/31/2013
 
1974
Pizza Hut/WingStreet
 
San Angelo
 
TX
 
—

 
214

 
641

 
(136
)
 
719

 
(15
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
San Angelo
 
TX
 
—

 
268

 
624

 
(141
)
 
751

 
(15
)
 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
San Angelo
 
TX
 
—

 
237

 
552

 
(124
)
 
665

 
(13
)
 
7/31/2013
 
1975
Pizza Hut/WingStreet
 
Seminole
 
TX
 
—

 
53

 
301

 
(47
)
 
307

 
(6
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Stamford
 
TX
 
—

 
38

 
115

 
—

 
153

 
(15
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Sweetwater
 
TX
 
—

 
77

 
435

 
—

 
512

 
(56
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Cedar City
 
UT
 
—

 
52

 
361

 
—

 
413

 
(51
)
 
6/27/2013
 
1978
Pizza Hut/WingStreet
 
Kanab
 
UT
 
—

 
52

 
210

 
—

 
262

 
(27
)
 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Ashland
 
VA
 
—

 
589

 
1,093

 
—

 
1,682

 
(142
)
 
7/31/2013
 
1989
Pizza Hut/WingStreet
 
Bedford
 
VA
 
—

 
548

 
670

 
—

 
1,218

 
(87
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Chester
 
VA
 
—

 
473

 
1,104

 
—

 
1,577

 
(143
)
 
7/31/2013
 
1983
Pizza Hut/WingStreet
 
Christiansburg
 
VA
 
—

 
494

 
918

 
—

 
1,412

 
(119
)
 
7/31/2013
 
1982
Pizza Hut/WingStreet
 
Clifton Forge
 
VA
 
—

 
287

 
861

 
—

 
1,148

 
(112
)
 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Colonial Heights
 
VA
 
—

 
311

 
311

 
—

 
622

 
(40
)
 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Front Royal
 
VA
 
—

 
191

 
287

 
(46
)
 
432

 
(7
)
 
7/31/2013
 
1973
Pizza Hut/WingStreet
 
Hampton
 
VA
 
—

 
641

 
345

 
—

 
986

 
(45
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Hopewell
 
VA
 
—

 
707

 
864

 
—

 
1,571

 
(112
)
 
7/31/2013
 
1985
Pizza Hut/WingStreet
 
Newport News
 
VA
 
—

 
394

 
591

 
—

 
985

 
(77
)
 
7/31/2013
 
1969
Pizza Hut/WingStreet
 
Newport News
 
VA
 
—

 
394

 
591

 
—

 
985

 
(77
)
 
7/31/2013
 
1970
Pizza Hut/WingStreet
 
Petersburg
 
VA
 
—

 
378

 
701

 
—

 
1,079

 
(91
)
 
7/31/2013
 
1979
Pizza Hut/WingStreet
 
Richmond
 
VA
 
—

 
666

 
814

 
—

 
1,480

 
(106
)
 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Richmond
 
VA
 
—

 
311

 
311

 
—

 
622

 
(40
)
 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Abbotsford
 
WI
 
—

 
159

 
195

 
—

 
354

 
(25
)
 
7/31/2013
 
1980

F-180


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Pizza Hut/WingStreet
 
Antigo
 
WI
 
—

 
45

 
252

 
100

 
397

 
(34
)
 
7/31/2013
 
1997
Pizza Hut/WingStreet
 
Clintonville
 
WI
 
—

 
208

 
69

 
—

 
277

 
(9
)
 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Eagle River
 
WI
 
—

 
28

 
159

 
—

 
187

 
(21
)
 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Hayward
 
WI
 
—

 
51

 
205

 
—

 
256

 
(27
)
 
7/31/2013
 
1993
Pizza Hut/WingStreet
 
Merrill
 
WI
 
—

 
83

 
531

 
(100
)
 
514

 
(48
)
 
7/31/2013
 
1980
Pizza Hut/WingStreet
 
Neillsville
 
WI
 
—

 
35

 
106

 
—

 
141

 
(14
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Plover
 
WI
 
—

 
85

 
199

 
—

 
284

 
(26
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Schofield
 
WI
 
—

 
106

 
196

 
—

 
302

 
(25
)
 
7/31/2013
 
1987
Pizza Hut/WingStreet
 
Stevens Point
 
WI
 
—

 
130

 
390

 
100

 
620

 
(55
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Tomahawk
 
WI
 
—

 
35

 
81

 
—

 
116

 
(10
)
 
7/31/2013
 
1986
Pizza Hut/WingStreet
 
Waupaca
 
WI
 
—

 
61

 
91

 
35

 
187

 
(12
)
 
7/31/2013
 
1991
Pizza Hut/WingStreet
 
Beckley
 
WV
 
—

 
160

 
131

 
—

 
291

 
(17
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Cross Lanes
 
WV
 
—

 
122

 
149

 
(111
)
 
160

 
(2
)
 
7/31/2013
 
1977
Pizza Hut/WingStreet
 
Huntington
 
WV
 
—

 
190

 
4

 
—

 
194

 
(1
)
 
7/31/2013
 
1995
Pizza Hut/WingStreet
 
Hurricane
 
WV
 
—

 
126

 
188

 
—

 
314

 
(24
)
 
7/31/2013
 
1978
Pizza Hut/WingStreet
 
Ronceverte
 
WV
 
—

 
66

 
162

 
—

 
228

 
(23
)
 
6/27/2013
 
1978
PLS Check Cashers
 
Mesa
 
AZ
 
—

 
187

 
759

 
—

 
946

 
(101
)
 
2/7/2014
 
2006
PLS Check Cashers
 
Phoenix
 
AZ
 
—

 
288

 
677

 
—

 
965

 
(85
)
 
2/7/2014
 
2006
PLS Check Cashers
 
Tucson
 
AZ
 
—

 
264

 
800

 
—

 
1,064

 
(110
)
 
2/7/2014
 
2005
PLS Check Cashers
 
Compton
 
CA
 
—

 
475

 
107

 
—

 
582

 
(34
)
 
2/7/2014
 
2005
PLS Check Cashers
 
Calumet Park
 
IL
 
—

 
306

 
1,003

 
—

 
1,309

 
(130
)
 
2/7/2014
 
2005
PLS Check Cashers
 
Chicago
 
IL
 
—

 
451

 
127

 
—

 
578

 
(41
)
 
2/7/2014
 
2001
PLS Check Cashers
 
Dallas
 
TX
 
—

 
197

 
1,356

 
—

 
1,553

 
(141
)
 
2/7/2014
 
1983
PLS Check Cashers
 
Dallas
 
TX
 
—

 
169

 
1,180

 
—

 
1,349

 
(124
)
 
2/7/2014
 
2003
PLS Check Cashers
 
Fort Worth
 
TX
 
—

 
187

 
1,473

 
—

 
1,660

 
(148
)
 
2/7/2014
 
2003
PLS Check Cashers
 
Grand Prairie
 
TX
 
—

 
385

 
1,056

 
—

 
1,441

 
(110
)
 
2/7/2014
 
1971
PLS Check Cashers
 
Houston
 
TX
 
—

 
158

 
1,293

 
—

 
1,451

 
(123
)
 
2/7/2014
 
2005
PLS Check Cashers
 
Mesquite
 
TX
 
—

 
261

 
1,388

 
—

 
1,649

 
(155
)
 
2/7/2014
 
2006
PLS Check Cashers
 
Kenosha
 
WI
 
—

 
190

 
693

 
—

 
883

 
(80
)
 
2/7/2014
 
2005
PNC Bank
 
Woodbury
 
NJ
 
—

 
465

 
2,633

 
—

 
3,098

 
(294
)
 
1/8/2014
 
1971
PNC Bank
 
Cincinnati
 
OH
 
—

 
195

 
538

 
—

 
733

 
(61
)
 
1/8/2014
 
1979
Pollo Tropical
 
Davie
 
FL
 
—

 
280

 
1,490

 
—

 
1,770

 
(203
)
 
6/27/2013
 
1995

F-181


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Pollo Tropical
 
Fort Lauderdale
 
FL
 
—

 
190

 
1,242

 
—

 
1,432

 
(169
)
 
6/27/2013
 
1995
Pollo Tropical
 
Lake Worth
 
FL
 
—

 
280

 
1,182

 
—

 
1,462

 
(161
)
 
6/27/2013
 
1995
Ponderosa
 
Scottsburg
 
IN
 
—

 
430

 
141

 
—

 
571

 
(21
)
 
6/27/2013
 
1985
Popeyes
 
Brandon
 
FL
 
—

 
776

 
961

 
—

 
1,737

 
(135
)
 
6/27/2013
 
1978
Popeyes
 
Carol City
 
FL
 
—

 
423

 
1,090

 
—

 
1,513

 
(119
)
 
1/8/2014
 
1979
Popeyes
 
Jacksonville
 
FL
 
—

 
781

 
955

 
—

 
1,736

 
(124
)
 
7/31/2013
 
1955
Popeyes
 
Lakeland
 
FL
 
—

 
830

 
830

 
—

 
1,660

 
(108
)
 
7/31/2013
 
1999
Popeyes
 
Miami
 
FL
 
—

 
220

 
330

 
—

 
550

 
(43
)
 
7/31/2013
 
1962
Popeyes
 
Orlando
 
FL
 
—

 
782

 
955

 
—

 
1,737

 
(124
)
 
7/31/2013
 
2004
Popeyes
 
Pensacola
 
FL
 
—

 
301

 
673

 
—

 
974

 
(73
)
 
1/8/2014
 
2001
Popeyes
 
Starke
 
FL
 
—

 
380

 
—

 
—

 
380

 
—

 
6/27/2013
 
1995
Popeyes
 
Tampa
 
FL
 
—

 
216

 
508

 
—

 
724

 
(56
)
 
1/8/2014
 
1981
Popeyes
 
Tampa
 
FL
 
—

 
673

 
1,065

 
—

 
1,738

 
(150
)
 
6/27/2013
 
1976
Popeyes
 
Winter Haven
 
FL
 
—

 
484

 
1,001

 
—

 
1,485

 
(141
)
 
6/27/2013
 
1976
Popeyes
 
Thomasville
 
GA
 
—

 
110

 
705

 
—

 
815

 
(96
)
 
6/27/2013
 
1995
Popeyes
 
Valdosta
 
GA
 
—

 
240

 
599

 
—

 
839

 
(82
)
 
6/27/2013
 
1995
Popeyes
 
Baton Rouge
 
LA
 
—

 
323

 
394

 
—

 
717

 
(51
)
 
7/31/2013
 
1999
Popeyes
 
Bayou Vista
 
LA
 
—

 
375

 
709

 
—

 
1,084

 
(100
)
 
6/27/2013
 
1985
Popeyes
 
Eunice
 
LA
 
—

 
382

 
891

 
—

 
1,273

 
(116
)
 
7/31/2013
 
1986
Popeyes
 
Franklin
 
LA
 
—

 
283

 
538

 
—

 
821

 
(76
)
 
6/27/2013
 
1985
Popeyes
 
Lafayette
 
LA
 
—

 
434

 
899

 
—

 
1,333

 
(127
)
 
6/27/2013
 
1993
Popeyes
 
Lafayette
 
LA
 
—

 
473

 
901

 
—

 
1,374

 
(127
)
 
6/27/2013
 
1996
Popeyes
 
Marksville
 
LA
 
—

 
487

 
1,129

 
—

 
1,616

 
(159
)
 
6/27/2013
 
1987
Popeyes
 
Ferguson
 
MO
 
—

 
128

 
383

 
—

 
511

 
(50
)
 
7/31/2013
 
1984
Popeyes
 
St. Louis
 
MO
 
—

 
248

 
460

 
—

 
708

 
(65
)
 
6/27/2013
 
1959
Popeyes
 
St. Louis
 
MO
 
—

 
288

 
431

 
—

 
719

 
(56
)
 
7/31/2013
 
1978
Popeyes
 
Greenville
 
MS
 
—

 
513

 
977

 
—

 
1,490

 
(138
)
 
6/27/2013
 
1984
Popeyes
 
Grenada
 
MS
 
—

 
77

 
458

 
—

 
535

 
(50
)
 
1/8/2014
 
2007
Popeyes
 
Omaha
 
NE
 
—

 
343

 
515

 
—

 
858

 
(67
)
 
7/31/2013
 
1996
Popeyes
 
Omaha
 
NE
 
—

 
264

 
615

 
—

 
879

 
(80
)
 
7/31/2013
 
1985
Popeyes
 
Eatontown
 
NJ
 
—

 
651

 
796

 
—

 
1,447

 
(103
)
 
7/31/2013
 
1987
Popeyes
 
Austin
 
TX
 
—

 
1,216

 
533

 
—

 
1,749

 
(75
)
 
6/27/2013
 
1996

F-182


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Popeyes
 
Channelview
 
TX
 
—

 
220

 
401

 
—

 
621

 
(55
)
 
6/27/2013
 
1995
Popeyes
 
Houston
 
TX
 
—

 
190

 
452

 
—

 
642

 
(62
)
 
6/27/2013
 
1995
Popeyes
 
Houston
 
TX
 
—

 
295

 
241

 
—

 
536

 
(31
)
 
7/31/2013
 
1976
Popeyes
 
Houston
 
TX
 
—

 
111

 
166

 
—

 
277

 
(22
)
 
7/31/2013
 
1976
Popeyes
 
Houston
 
TX
 
—

 
278

 
227

 
—

 
505

 
(29
)
 
7/31/2013
 
1978
Popeyes
 
Nederland
 
TX
 
—

 
445

 
668

 
—

 
1,113

 
(87
)
 
7/31/2013
 
1988
Popeyes
 
Orange
 
TX
 
—

 
456

 
847

 
—

 
1,303

 
(110
)
 
7/31/2013
 
1984
Popeyes
 
Port Arthur
 
TX
 
—

 
408

 
589

 
—

 
997

 
(83
)
 
6/27/2013
 
1984
Popeyes
 
Newport News
 
VA
 
—

 
381

 
217

 
—

 
598

 
(31
)
 
6/27/2013
 
2002
Popeyes
 
Portsmouth
 
VA
 
—

 
369

 
230

 
—

 
599

 
(32
)
 
6/27/2013
 
2002
Price Rite
 
Rochester
 
NY
 
3,080

 
569

 
3,594

 
—

 
4,163

 
(762
)
 
9/27/2012
 
1965
Publix
 
Birmingham
 
AL
 
—

 
934

 
6,377

 
—

 
7,311

 
(644
)
 
2/7/2014
 
2004
Pulte Mortgage
 
Englewood
 
CO
 
—

 
2,563

 
22,026

 
—

 
24,589

 
(2,353
)
 
11/5/2013
 
2009
PWP Induestries, Inc.
 
St. Charles
 
IL
 
7,789

 
1,700

 
8,000

 
—

 
9,700

 
(1,003
)
 
2/21/2014
 
1993
PWP Induestries, Inc.
 
Kinston
 
NC
 
8,930

 
569

 
8,307

 
—

 
8,876

 
(1,050
)
 
3/28/2014
 
1995
Qdoba Mexican Grill
 
Flint
 
MI
 
—

 
110

 
990

 
—

 
1,100

 
(195
)
 
3/29/2013
 
2006
Qdoba Mexican Grill
 
Grand Blanc
 
MI
 
—

 
165

 
935

 
—

 
1,100

 
(184
)
 
3/29/2013
 
2006
Quaker Steak & Lube
 
Fredericksburg
 
VA
 
—

 
446

 
2,071

 
(1,343
)
 
1,174

 
(30
)
 
4/23/2014
 
1999
Quincy's Family Steakhouse
 
Monroe
 
NC
 
—

 
560

 
458

 
(245
)
 
773

 
(11
)
 
7/31/2013
 
1978
RaceTrac
 
Bessemer
 
AL
 
—

 
761

 
2,624

 
—

 
3,385

 
(269
)
 
2/7/2014
 
2003
RaceTrac
 
Mobile
 
AL
 
—

 
580

 
1,317

 
—

 
1,897

 
(135
)
 
2/7/2014
 
1998
RaceTrac
 
Bellview
 
FL
 
—

 
684

 
3,831

 
—

 
4,515

 
(408
)
 
2/7/2014
 
2007
RaceTrac
 
Jacksonville
 
FL
 
—

 
1,065

 
2,863

 
—

 
3,928

 
(329
)
 
2/7/2014
 
2011
RaceTrac
 
Leesburg
 
FL
 
—

 
1,188

 
2,711

 
—

 
3,899

 
(316
)
 
2/7/2014
 
2007
RaceTrac
 
Atlanta
 
GA
 
—

 
1,025

 
1,511

 
—

 
2,536

 
(164
)
 
2/7/2014
 
2004
RaceTrac
 
Denton
 
TX
 
—

 
1,030

 
2,645

 
—

 
3,675

 
(259
)
 
2/7/2014
 
2003
RaceTrac
 
Houston
 
TX
 
—

 
1,209

 
1,204

 
—

 
2,413

 
(121
)
 
2/7/2014
 
1995
RaceTrac
 
Houston
 
TX
 
—

 
1,203

 
1,509

 
—

 
2,712

 
(152
)
 
2/7/2014
 
1997
Rally's
 
Indianapolis
 
IN
 
—

 
210

 
1,514

 
—

 
1,724

 
(206
)
 
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

 
(75
)
 
6/27/2013
 
1995

F-183


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Rally's
 
Muncie
 
IN
 
—

 
310

 
1,196

 
—

 
1,506

 
(163
)
 
6/27/2013
 
1995
Rally's
 
Harvey
 
LA
 
—

 
420

 
870

 
—

 
1,290

 
(118
)
 
6/27/2013
 
1995
Rally's
 
New Orleans
 
LA
 
—

 
450

 
1,691

 
—

 
2,141

 
(230
)
 
6/27/2013
 
1995
Rally's
 
New Orleans
 
LA
 
—

 
220

 
1,018

 
—

 
1,238

 
(139
)
 
6/27/2013
 
1995
Rally's
 
Hamtramck
 
MI
 
—

 
230

 
1,020

 
—

 
1,250

 
(139
)
 
6/27/2013
 
1995
Rancho Grande Grill
 
Andalusia
 
AL
 
—

 
94

 
251

 
—

 
345

 
(37
)
 
6/27/2013
 
2004
Razoo's Cajun Cafe
 
Lewisville
 
TX
 
—

 
780

 
1,503

 
(406
)
 
1,877

 
(39
)
 
6/27/2013
 
1995
RealTime Logic
 
Colorado Springs
 
CO
 
—

 
1,100

 
8,932

 
—

 
10,032

 
(1,944
)
 
5/9/2014
 
2005
Reckitt Benckiser
 
Chester
 
NJ
 
5,500

 
886

 
7,972

 
—

 
8,858

 
(1,298
)
 
8/16/2012
 
2006
Red Lobster
 
Edmonton
 
AB
 
—

 
2,360

 
555

 
—

 
2,915

 
(52
)
 
7/28/2014
 
1990
Red Lobster
 
Edmonton
 
AB
 
—

 
2,585

 
450

 
—

 
3,035

 
(50
)
 
7/28/2014
 
1990
Red Lobster
 
Auburn
 
AL
 
—

 
850

 
1,032

 
—

 
1,882

 
(64
)
 
7/28/2014
 
1991
Red Lobster
 
Birmingham
 
AL
 
—

 
—

 
741

 
—

 
741

 
(58
)
 
7/28/2014
 
1972
Red Lobster
 
Decatur
 
AL
 
—

 
1,100

 
686

 
—

 
1,786

 
(62
)
 
7/28/2014
 
1993
Red Lobster
 
Dothan
 
AL
 
—

 
726

 
1,244

 
—

 
1,970

 
(71
)
 
7/28/2014
 
1979
Red Lobster
 
Florence
 
AL
 
—

 
974

 
908

 
—

 
1,882

 
(70
)
 
7/28/2014
 
1990
Red Lobster
 
Huntsville
 
AL
 
—

 
1,098

 
2,330

 
—

 
3,428

 
(105
)
 
7/28/2014
 
1975
Red Lobster
 
Mobile
 
AL
 
—

 
1,150

 
830

 
—

 
1,980

 
(40
)
 
7/28/2014
 
1971
Red Lobster
 
Montgomery
 
AL
 
—

 
1,034

 
1,413

 
—

 
2,447

 
(79
)
 
7/28/2014
 
1983
Red Lobster
 
Tuscaloosa
 
AL
 
—

 
685

 
1,125

 
—

 
1,810

 
(66
)
 
7/28/2014
 
1980
Red Lobster
 
Vestavia Hills
 
AL
 
—

 
1,257

 
1,417

 
—

 
2,674

 
(67
)
 
7/28/2014
 
1972
Red Lobster
 
Fayetteville
 
AR
 
—

 
1,135

 
1,248

 
—

 
2,383

 
(62
)
 
7/28/2014
 
1984
Red Lobster
 
Fort Smith
 
AR
 
—

 
1,643

 
1,228

 
—

 
2,871

 
(74
)
 
7/28/2014
 
1980
Red Lobster
 
Hot Springs
 
AR
 
—

 
928

 
1,593

 
—

 
2,521

 
(99
)
 
7/28/2014
 
1994
Red Lobster
 
Jonesboro
 
AR
 
—

 
1,518

 
1,834

 
—

 
3,352

 
(115
)
 
7/28/2014
 
2011
Red Lobster
 
Little Rock
 
AR
 
—

 
1,942

 
725

 
—

 
2,667

 
(50
)
 
7/28/2014
 
1977
Red Lobster
 
North Little Rock
 
AR
 
—

 
999

 
1,906

 
—

 
2,905

 
(97
)
 
7/28/2014
 
1981
Red Lobster
 
Pine Bluff
 
AR
 
—

 
226

 
1,194

 
—

 
1,420

 
(83
)
 
7/28/2014
 
1995
Red Lobster
 
Rogers
 
AR
 
—

 
1,398

 
2,069

 
—

 
3,467

 
(115
)
 
7/28/2014
 
2008
Red Lobster
 
Chandler
 
AZ
 
—

 
—

 
252

 
—

 
252

 
(54
)
 
7/28/2014
 
2000
Red Lobster
 
Flagstaff
 
AZ
 
—

 
891

 
514

 
—

 
1,405

 
(60
)
 
7/28/2014
 
1996
Red Lobster
 
Gilbert
 
AZ
 
—

 
—

 
460

 
—

 
460

 
(69
)
 
7/28/2014
 
2007

F-184


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Phoenix
 
AZ
 
—

 
1,038

 
350

 
—

 
1,388

 
(36
)
 
7/28/2014
 
1982
Red Lobster
 
Surprise
 
AZ
 
—

 
—

 
565

 
—

 
565

 
(78
)
 
7/28/2014
 
2003
Red Lobster
 
Tucson
 
AZ
 
—

 
—

 
676

 
—

 
676

 
(78
)
 
7/28/2014
 
2009
Red Lobster
 
Yuma
 
AZ
 
—

 
499

 
916

 
—

 
1,415

 
(72
)
 
7/28/2014
 
1992
Red Lobster
 
Bakersfield
 
CA
 
—

 
—

 
731

 
—

 
731

 
(89
)
 
7/28/2014
 
2003
Red Lobster
 
Chico
 
CA
 
—

 
717

 
1,146

 
—

 
1,863

 
(79
)
 
7/28/2014
 
1994
Red Lobster
 
Chula Vista
 
CA
 
—

 
—

 
1,671

 
—

 
1,671

 
(118
)
 
7/28/2014
 
1988
Red Lobster
 
Fremont
 
CA
 
—

 
1,638

 
564

 
—

 
2,202

 
(43
)
 
7/28/2014
 
1984
Red Lobster
 
Inglewood
 
CA
 
—

 
—

 
2,211

 
—

 
2,211

 
(176
)
 
7/28/2014
 
2007
Red Lobster
 
Oceanside
 
CA
 
—

 
—

 
1,529

 
—

 
1,529

 
(113
)
 
7/28/2014
 
2010
Red Lobster
 
Ontario
 
CA
 
—

 
1,304

 
2,238

 
—

 
3,542

 
(113
)
 
7/28/2014
 
2003
Red Lobster
 
Palm Desert
 
CA
 
—

 
1,132

 
1,321

 
—

 
2,453

 
(91
)
 
7/28/2014
 
2012
Red Lobster
 
Riverside
 
CA
 
—

 
914

 
2,459

 
—

 
3,373

 
(111
)
 
7/28/2014
 
1988
Red Lobster
 
San Bernardino
 
CA
 
—

 
838

 
1,870

 
—

 
2,708

 
(100
)
 
7/28/2014
 
1988
Red Lobster
 
San Bruno
 
CA
 
—

 
—

 
1,611

 
—

 
1,611

 
(157
)
 
7/28/2014
 
1992
Red Lobster
 
San Diego
 
CA
 
—

 
—

 
1,113

 
—

 
1,113

 
(163
)
 
7/28/2014
 
1988
Red Lobster
 
Torrance
 
CA
 
—

 
1,850

 
1,579

 
—

 
3,429

 
(78
)
 
7/28/2014
 
1988
Red Lobster
 
Valencia
 
CA
 
—

 
—

 
841

 
—

 
841

 
(127
)
 
7/28/2014
 
1988
Red Lobster
 
Colorado Springs
 
CO
 
—

 
—

 
1,512

 
—

 
1,512

 
(113
)
 
7/28/2014
 
2004
Red Lobster
 
Fort Collins
 
CO
 
—

 
828

 
1,360

 
—

 
2,188

 
(78
)
 
7/28/2014
 
1983
Red Lobster
 
Lakewood
 
CO
 
—

 
1,221

 
1,416

 
—

 
2,637

 
(82
)
 
7/30/2014
 
1983
Red Lobster
 
Littleton
 
CO
 
—

 
1,441

 
1,521

 
—

 
2,962

 
(69
)
 
7/30/2014
 
1975
Red Lobster
 
Bridgeport
 
CT
 
—

 
—

 
323

 
—

 
323

 
(56
)
 
7/28/2014
 
1996
Red Lobster
 
Danbury
 
CT
 
—

 
—

 
159

 
—

 
159

 
(40
)
 
7/28/2014
 
1996
Red Lobster
 
Newark
 
DE
 
—

 
—

 
1,515

 
—

 
1,515

 
(140
)
 
7/28/2014
 
2006
Red Lobster
 
Talleyville
 
DE
 
—

 
1,201

 
1,877

 
—

 
3,078

 
(102
)
 
7/28/2014
 
1991
Red Lobster
 
Altamonte Springs
 
FL
 
—

 
1,212

 
1,674

 
—

 
2,886

 
(89
)
 
7/28/2014
 
1986
Red Lobster
 
Boynton Beach
 
FL
 
—

 
—

 
1,631

 
—

 
1,631

 
(135
)
 
7/28/2014
 
2008
Red Lobster
 
Clermont
 
FL
 
—

 
929

 
1,305

 
—

 
2,234

 
(88
)
 
7/28/2014
 
2008
Red Lobster
 
Coral Springs
 
FL
 
—

 
1,696

 
1,622

 
—

 
3,318

 
(85
)
 
7/28/2014
 
1982
Red Lobster
 
Daytona
 
FL
 
—

 
732

 
1,668

 
—

 
2,400

 
(78
)
 
7/28/2014
 
1974
Red Lobster
 
Fort Myers
 
FL
 
—

 
1,062

 
2,217

 
—

 
3,279

 
(91
)
 
7/28/2014
 
1973

F-185


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Fort Pierce
 
FL
 
—

 
618

 
1,491

 
—

 
2,109

 
(93
)
 
7/28/2014
 
1995
Red Lobster
 
Hollywood
 
FL
 
—

 
—

 
2,282

 
—

 
2,282

 
(195
)
 
7/28/2014
 
2003
Red Lobster
 
Kissimmee
 
FL
 
—

 
—

 
1,364

 
—

 
1,364

 
(144
)
 
7/28/2014
 
2002
Red Lobster
 
Leesburg
 
FL
 
—

 
721

 
1,262

 
—

 
1,983

 
(80
)
 
7/28/2014
 
1990
Red Lobster
 
Miami
 
FL
 
—

 
—

 
1,062

 
—

 
1,062

 
(131
)
 
7/28/2014
 
2003
Red Lobster
 
Orange Park
 
FL
 
—

 
982

 
2,033

 
—

 
3,015

 
(99
)
 
7/30/2014
 
1980
Red Lobster
 
Orlando
 
FL
 
—

 
—

 
1,188

 
—

 
1,188

 
(140
)
 
7/28/2014
 
1989
Red Lobster
 
Orlando
 
FL
 
—

 
1,728

 
1,899

 
—

 
3,627

 
(85
)
 
7/28/2014
 
1974
Red Lobster
 
Panama City
 
FL
 
—

 
—

 
1,515

 
—

 
1,515

 
(125
)
 
7/28/2014
 
1976
Red Lobster
 
Pembroke Pines
 
FL
 
—

 
479

 
3,126

 
—

 
3,605

 
(146
)
 
7/28/2014
 
1987
Red Lobster
 
Plantation
 
FL
 
—

 
1,975

 
1,733

 
—

 
3,708

 
(97
)
 
7/28/2014
 
1989
Red Lobster
 
Port Charlotte
 
FL
 
—

 
1,476

 
1,516

 
—

 
2,992

 
(88
)
 
7/28/2014
 
1990
Red Lobster
 
Sanford
 
FL
 
—

 
1,682

 
1,252

 
—

 
2,934

 
(56
)
 
7/28/2014
 
1973
Red Lobster
 
Sebring
 
FL
 
—

 
1,003

 
1,487

 
—

 
2,490

 
(83
)
 
7/28/2014
 
1992
Red Lobster
 
Winter Haven
 
FL
 
—

 
1,055

 
2,217

 
—

 
3,272

 
(93
)
 
7/28/2014
 
1972
Red Lobster
 
Athens
 
GA
 
—

 
669

 
2,027

 
—

 
2,696

 
(87
)
 
7/28/2014
 
1971
Red Lobster
 
Augusta
 
GA
 
—

 
877

 
1,301

 
—

 
2,178

 
(64
)
 
7/28/2014
 
1971
Red Lobster
 
Austell
 
GA
 
—

 
—

 
1,092

 
—

 
1,092

 
(98
)
 
7/28/2014
 
2001
Red Lobster
 
Buford
 
GA
 
—

 
1,315

 
2,638

 
—

 
3,953

 
(134
)
 
7/28/2014
 
2000
Red Lobster
 
Canton
 
GA
 
—

 
596

 
1,647

 
—

 
2,243

 
(97
)
 
7/30/2014
 
2000
Red Lobster
 
Cartersville
 
GA
 
—

 
594

 
1,386

 
—

 
1,980

 
(84
)
 
7/28/2014
 
1996
Red Lobster
 
Columbus
 
GA
 
—

 
956

 
1,957

 
—

 
2,913

 
(108
)
 
7/28/2014
 
2005
Red Lobster
 
Conyers
 
GA
 
—

 
549

 
3,144

 
—

 
3,693

 
(152
)
 
7/28/2014
 
2000
Red Lobster
 
Dalton
 
GA
 
—

 
775

 
2,045

 
—

 
2,820

 
(103
)
 
7/28/2014
 
1995
Red Lobster
 
Decatur
 
GA
 
—

 
1,102

 
1,873

 
—

 
2,975

 
(85
)
 
7/28/2014
 
1973
Red Lobster
 
Douglasville
 
GA
 
—

 
1,356

 
1,161

 
—

 
2,517

 
(73
)
 
7/28/2014
 
1991
Red Lobster
 
Dublin
 
GA
 
—

 
379

 
1,315

 
—

 
1,694

 
(82
)
 
7/28/2014
 
1993
Red Lobster
 
Duluth
 
GA
 
—

 
970

 
2,693

 
—

 
3,663

 
(123
)
 
7/28/2014
 
1984
Red Lobster
 
Gainesville
 
GA
 
—

 
989

 
1,561

 
—

 
2,550

 
(80
)
 
7/28/2014
 
1992
Red Lobster
 
Jonesboro
 
GA
 
—

 
1,049

 
1,678

 
—

 
2,727

 
(76
)
 
7/28/2014
 
1972
Red Lobster
 
Kennesaw
 
GA
 
—

 
1,382

 
1,802

 
—

 
3,184

 
(93
)
 
7/28/2014
 
1987
Red Lobster
 
Mcdonough
 
GA
 
—

 
792

 
2,365

 
—

 
3,157

 
(125
)
 
7/28/2014
 
2003

F-186


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Newnan
 
GA
 
—

 
1,063

 
1,547

 
—

 
2,610

 
(92
)
 
7/28/2014
 
1999
Red Lobster
 
Perry
 
GA
 
—

 
351

 
1,839

 
—

 
2,190

 
(103
)
 
7/28/2014
 
1996
Red Lobster
 
Rome
 
GA
 
—

 
961

 
911

 
—

 
1,872

 
(57
)
 
7/28/2014
 
1979
Red Lobster
 
Roswell
 
GA
 
—

 
2,358

 
354

 
—

 
2,712

 
(35
)
 
7/28/2014
 
1981
Red Lobster
 
Savannah
 
GA
 
—

 
475

 
2,236

 
—

 
2,711

 
(98
)
 
7/28/2014
 
1971
Red Lobster
 
Smyrna
 
GA
 
—

 
1,090

 
1,677

 
—

 
2,767

 
(85
)
 
7/28/2014
 
1983
Red Lobster
 
Snellville
 
GA
 
—

 
887

 
2,223

 
—

 
3,110

 
(112
)
 
7/28/2014
 
1992
Red Lobster
 
Tucker
 
GA
 
—

 
—

 
1,718

 
—

 
1,718

 
(142
)
 
7/28/2014
 
1973
Red Lobster
 
Ames
 
IA
 
—

 
789

 
1,133

 
—

 
1,922

 
(79
)
 
7/28/2014
 
1995
Red Lobster
 
Cedar Rapids
 
IA
 
—

 
—

 
495

 
—

 
495

 
(80
)
 
7/28/2014
 
1981
Red Lobster
 
Davenport
 
IA
 
—

 
619

 
2,896

 
—

 
3,515

 
(127
)
 
7/28/2014
 
1975
Red Lobster
 
Waterloo
 
IA
 
—

 
708

 
1,723

 
—

 
2,431

 
(86
)
 
7/28/2014
 
1979
Red Lobster
 
West Des Moines
 
IA
 
—

 
1,033

 
2,358

 
—

 
3,391

 
(107
)
 
7/28/2014
 
1975
Red Lobster
 
Boise
 
ID
 
—

 
—

 
714

 
—

 
714

 
(86
)
 
7/28/2014
 
1988
Red Lobster
 
Pocatello
 
ID
 
—

 
—

 
773

 
—

 
773

 
(131
)
 
7/28/2014
 
1994
Red Lobster
 
Alton
 
IL
 
—

 
1,251

 
1,854

 
—

 
3,105

 
(92
)
 
7/28/2014
 
1983
Red Lobster
 
Aurora
 
IL
 
—

 
1,598

 
782

 
—

 
2,380

 
(49
)
 
7/28/2014
 
1979
Red Lobster
 
Bloomingdale
 
IL
 
—

 
1,165

 
1,309

 
—

 
2,474

 
(69
)
 
7/28/2014
 
1981
Red Lobster
 
Champaign
 
IL
 
—

 
673

 
2,647

 
—

 
3,320

 
(118
)
 
7/28/2014
 
1975
Red Lobster
 
Chicago
 
IL
 
—

 
1,064

 
2,422

 
—

 
3,486

 
(110
)
 
7/28/2014
 
1980
Red Lobster
 
Danville
 
IL
 
—

 
253

 
1,580

 
—

 
1,833

 
(96
)
 
7/28/2014
 
1991
Red Lobster
 
Downers Grove
 
IL
 
—

 
1,694

 
1,854

 
—

 
3,548

 
(99
)
 
7/30/2014
 
1990
Red Lobster
 
Fairview Heights
 
IL
 
—

 
—

 
1,806

 
—

 
1,806

 
(265
)
 
7/28/2014
 
1972
Red Lobster
 
Forsyth
 
IL
 
—

 
—

 
1,083

 
—

 
1,083

 
(106
)
 
7/28/2014
 
1975
Red Lobster
 
Gurnee
 
IL
 
—

 
1,735

 
2,286

 
—

 
4,021

 
(104
)
 
7/28/2014
 
1980
Red Lobster
 
Marion
 
IL
 
—

 
399

 
2,399

 
—

 
2,798

 
(124
)
 
7/28/2014
 
1992
Red Lobster
 
Matteson
 
IL
 
—

 
962

 
2,212

 
—

 
3,174

 
(97
)
 
7/28/2014
 
1976
Red Lobster
 
Norridge
 
IL
 
—

 
—

 
929

 
—

 
929

 
(147
)
 
7/28/2014
 
1979
Red Lobster
 
Oak Lawn
 
IL
 
—

 
1,825

 
2,316

 
—

 
4,141

 
(102
)
 
7/28/2014
 
1975
Red Lobster
 
Orland Park
 
IL
 
—

 
1,046

 
2,489

 
—

 
3,535

 
(114
)
 
7/28/2014
 
1980
Red Lobster
 
Peru
 
IL
 
—

 
339

 
1,169

 
—

 
1,508

 
(77
)
 
7/28/2014
 
1995
Red Lobster
 
Rockford
 
IL
 
—

 
1,104

 
1,901

 
—

 
3,005

 
(92
)
 
7/30/2014
 
1976

F-187


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Schaumburg
 
IL
 
—

 
—

 
665

 
—

 
665

 
(74
)
 
7/28/2014
 
1976
Red Lobster
 
Springfield
 
IL
 
—

 
1,205

 
1,253

 
—

 
2,458

 
(71
)
 
7/28/2014
 
1977
Red Lobster
 
West Dundee
 
IL
 
—

 
197

 
2,195

 
—

 
2,392

 
(102
)
 
7/28/2014
 
1982
Red Lobster
 
Anderson
 
IN
 
—

 
813

 
1,272

 
—

 
2,085

 
(71
)
 
7/28/2014
 
1982
Red Lobster
 
Avon
 
IN
 
—

 
—

 
864

 
—

 
864

 
(106
)
 
7/28/2014
 
2001
Red Lobster
 
Columbus
 
IN
 
—

 
615

 
1,435

 
—

 
2,050

 
(85
)
 
7/28/2014
 
1991
Red Lobster
 
Elkhart
 
IN
 
—

 
616

 
1,657

 
—

 
2,273

 
(121
)
 
9/19/2014
 
1993
Red Lobster
 
Evansville
 
IN
 
—

 
587

 
3,357

 
—

 
3,944

 
(144
)
 
7/28/2014
 
1972
Red Lobster
 
Fort Wayne
 
IN
 
—

 
567

 
2,985

 
—

 
3,552

 
(129
)
 
7/28/2014
 
1973
Red Lobster
 
Kokomo
 
IN
 
—

 
394

 
1,835

 
—

 
2,229

 
(90
)
 
7/28/2014
 
1980
Red Lobster
 
Lafayette
 
IN
 
—

 
335

 
2,484

 
—

 
2,819

 
(112
)
 
7/28/2014
 
1975
Red Lobster
 
Merrillville
 
IN
 
—

 
568

 
3,197

 
—

 
3,765

 
(136
)
 
7/28/2014
 
1979
Red Lobster
 
Michigan City
 
IN
 
—

 
330

 
2,233

 
—

 
2,563

 
(112
)
 
7/28/2014
 
1992
Red Lobster
 
Mishawaka
 
IN
 
—

 
593

 
2,205

 
—

 
2,798

 
(100
)
 
7/28/2014
 
1974
Red Lobster
 
Muncie
 
IN
 
—

 
627

 
1,427

 
—

 
2,054

 
(62
)
 
7/28/2014
 
1975
Red Lobster
 
Richmond
 
IN
 
—

 
371

 
1,416

 
—

 
1,787

 
(89
)
 
7/28/2014
 
1996
Red Lobster
 
Terre Haute
 
IN
 
—

 
1,066

 
2,640

 
—

 
3,706

 
(116
)
 
7/28/2014
 
1972
Red Lobster
 
Topeka
 
KS
 
—

 
754

 
2,211

 
—

 
2,965

 
(99
)
 
7/28/2014
 
1972
Red Lobster
 
Wichita
 
KS
 
—

 
726

 
1,677

 
—

 
2,403

 
(91
)
 
7/28/2014
 
1986
Red Lobster
 
Elizabethtown
 
KY
 
—

 
866

 
401

 
—

 
1,267

 
(58
)
 
7/28/2014
 
2003
Red Lobster
 
Florence
 
KY
 
—

 
601

 
2,811

 
—

 
3,412

 
(118
)
 
7/28/2014
 
1978
Red Lobster
 
Lexington
 
KY
 
—

 
—

 
1,094

 
—

 
1,094

 
(104
)
 
7/28/2014
 
2011
Red Lobster
 
Louisville
 
KY
 
—

 
893

 
1,350

 
—

 
2,243

 
(83
)
 
7/28/2014
 
1991
Red Lobster
 
Owensboro
 
KY
 
—

 
815

 
1,485

 
—

 
2,300

 
(82
)
 
7/28/2014
 
1982
Red Lobster
 
Paducah
 
KY
 
—

 
864

 
1,770

 
—

 
2,634

 
(100
)
 
7/30/2014
 
1990
Red Lobster
 
Richmond
 
KY
 
—

 
968

 
880

 
—

 
1,848

 
(66
)
 
7/28/2014
 
1993
Red Lobster
 
St. Matthews
 
KY
 
—

 
1,640

 
1,841

 
—

 
3,481

 
(84
)
 
7/28/2014
 
1972
Red Lobster
 
Baton Rouge
 
LA
 
—

 
—

 
1,535

 
—

 
1,535

 
(128
)
 
7/28/2014
 
2011
Red Lobster
 
Monroe
 
LA
 
—

 
455

 
2,022

 
—

 
2,477

 
(107
)
 
7/28/2014
 
1991
Red Lobster
 
Winnipeg
 
MB
 
—

 
1,664

 
489

 
—

 
2,153

 
(53
)
 
7/28/2014
 
1989
Red Lobster
 
Annapolis
 
MD
 
—

 
—

 
644

 
—

 
644

 
(62
)
 
7/28/2014
 
1985
Red Lobster
 
Frederick
 
MD
 
—

 
—

 
319

 
—

 
319

 
(61
)
 
7/28/2014
 
1997

F-188


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Gaithersburg
 
MD
 
—

 
1,378

 
1,653

 
—

 
3,031

 
(81
)
 
7/28/2014
 
1977
Red Lobster
 
Hagerstown
 
MD
 
—

 
1,044

 
1,755

 
—

 
2,799

 
(96
)
 
7/28/2014
 
1992
Red Lobster
 
Lanham
 
MD
 
—

 
—

 
455

 
—

 
455

 
(66
)
 
7/28/2014
 
1980
Red Lobster
 
Owings Mills
 
MD
 
—

 
—

 
229

 
—

 
229

 
(42
)
 
7/28/2014
 
1989
Red Lobster
 
Salisbury
 
MD
 
—

 
1,070

 
1,868

 
—

 
2,938

 
(105
)
 
7/28/2014
 
1992
Red Lobster
 
Suitland
 
MD
 
—

 
1,090

 
3,112

 
—

 
4,202

 
(131
)
 
7/28/2014
 
1975
Red Lobster
 
Battle Creek
 
MI
 
—

 
202

 
1,827

 
—

 
2,029

 
(91
)
 
7/28/2014
 
1979
Red Lobster
 
Bay City
 
MI
 
—

 
168

 
1,620

 
—

 
1,788

 
(96
)
 
7/28/2014
 
1993
Red Lobster
 
Dearborn Heights
 
MI
 
—

 
822

 
2,156

 
—

 
2,978

 
(100
)
 
7/28/2014
 
1975
Red Lobster
 
Flint
 
MI
 
—

 
505

 
2,266

 
—

 
2,771

 
(106
)
 
7/28/2014
 
1976
Red Lobster
 
Fort Gratiot
 
MI
 
—

 
250

 
1,611

 
—

 
1,861

 
(103
)
 
7/28/2014
 
2002
Red Lobster
 
Grandville
 
MI
 
—

 
1,055

 
1,479

 
—

 
2,534

 
(98
)
 
7/28/2014
 
2001
Red Lobster
 
Jackson
 
MI
 
—

 
235

 
2,174

 
—

 
2,409

 
(101
)
 
7/28/2014
 
1976
Red Lobster
 
Kentwood
 
MI
 
—

 
819

 
1,606

 
—

 
2,425

 
(79
)
 
7/28/2014
 
1975
Red Lobster
 
Lansing
 
MI
 
—

 
—

 
1,534

 
—

 
1,534

 
(128
)
 
7/28/2014
 
1976
Red Lobster
 
Livonia
 
MI
 
—

 
635

 
1,824

 
—

 
2,459

 
(98
)
 
7/28/2014
 
1987
Red Lobster
 
Madison Heights
 
MI
 
—

 
756

 
2,527

 
—

 
3,283

 
(114
)
 
7/28/2014
 
1974
Red Lobster
 
Marquette
 
MI
 
—

 
300

 
1,731

 
—

 
2,031

 
(101
)
 
7/28/2014
 
1993
Red Lobster
 
Mt. Pleasant
 
MI
 
—

 
508

 
1,346

 
—

 
1,854

 
(85
)
 
7/28/2014
 
1993
Red Lobster
 
Muskegon
 
MI
 
—

 
386

 
2,028

 
—

 
2,414

 
(101
)
 
7/28/2014
 
1982
Red Lobster
 
Novi
 
MI
 
—

 
2,061

 
1,847

 
—

 
3,908

 
(97
)
 
7/28/2014
 
1983
Red Lobster
 
Portage
 
MI
 
—

 
396

 
2,496

 
—

 
2,892

 
(111
)
 
7/28/2014
 
1975
Red Lobster
 
Saginaw
 
MI
 
—

 
335

 
1,961

 
—

 
2,296

 
(94
)
 
7/28/2014
 
1975
Red Lobster
 
Southgate
 
MI
 
—

 
611

 
2,531

 
—

 
3,142

 
(127
)
 
7/28/2014
 
1990
Red Lobster
 
Sterling Heights
 
MI
 
—

 
759

 
3,215

 
—

 
3,974

 
(147
)
 
7/28/2014
 
1985
Red Lobster
 
Traverse City
 
MI
 
—

 
1,036

 
1,121

 
—

 
2,157

 
(80
)
 
7/28/2014
 
1996
Red Lobster
 
Warren
 
MI
 
—

 
349

 
2,656

 
—

 
3,005

 
(118
)
 
7/28/2014
 
1975
Red Lobster
 
Westland
 
MI
 
—

 
478

 
2,551

 
—

 
3,029

 
(114
)
 
7/28/2014
 
1975
Red Lobster
 
Blaine
 
MN
 
—

 
1,325

 
1,896

 
—

 
3,221

 
(90
)
 
7/28/2014
 
1980
Red Lobster
 
Burnsville
 
MN
 
—

 
1,222

 
2,381

 
—

 
3,603

 
(103
)
 
7/30/2014
 
1980
Red Lobster
 
Mankato
 
MN
 
—

 
867

 
1,642

 
—

 
2,509

 
(97
)
 
7/28/2014
 
1993
Red Lobster
 
Maplewood
 
MN
 
—

 
1,196

 
1,359

 
—

 
2,555

 
(70
)
 
7/28/2014
 
1983

F-189


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Rochester
 
MN
 
—

 
—

 
1,674

 
—

 
1,674

 
(120
)
 
7/28/2014
 
1987
Red Lobster
 
Roseville
 
MN
 
—

 
1,291

 
1,298

 
—

 
2,589

 
(60
)
 
7/28/2014
 
1975
Red Lobster
 
St. Cloud
 
MN
 
—

 
760

 
2,770

 
—

 
3,530

 
(127
)
 
7/28/2014
 
1990
Red Lobster
 
Branson
 
MO
 
—

 
1,496

 
1,074

 
—

 
2,570

 
(55
)
 
7/30/2014
 
2000
Red Lobster
 
Bridgeton
 
MO
 
—

 
1,128

 
2,003

 
—

 
3,131

 
(94
)
 
7/28/2014
 
1973
Red Lobster
 
Cape Girardeau
 
MO
 
—

 
1,412

 
1,103

 
—

 
2,515

 
(78
)
 
7/28/2014
 
1994
Red Lobster
 
Chesterfield
 
MO
 
—

 
—

 
1,762

 
—

 
1,762

 
(160
)
 
7/28/2014
 
1973
Red Lobster
 
Crestwood
 
MO
 
—

 
518

 
1,466

 
—

 
1,984

 
(72
)
 
7/28/2014
 
1975
Red Lobster
 
Jefferson City
 
MO
 
—

 
593

 
1,092

 
—

 
1,685

 
(64
)
 
7/28/2014
 
1995
Red Lobster
 
Joplin
 
MO
 
—

 
1,119

 
1,492

 
—

 
2,611

 
(81
)
 
7/30/2014
 
1981
Red Lobster
 
Springfield
 
MO
 
—

 
—

 
1,510

 
—

 
1,510

 
(192
)
 
7/28/2014
 
1972
Red Lobster
 
St. Joseph
 
MO
 
—

 
1,023

 
1,002

 
—

 
2,025

 
(58
)
 
7/28/2014
 
1979
Red Lobster
 
St. Peters
 
MO
 
—

 
—

 
1,543

 
—

 
1,543

 
(201
)
 
7/28/2014
 
1976
Red Lobster
 
St.Louis
 
MO
 
—

 
1,387

 
2,662

 
—

 
4,049

 
(114
)
 
7/28/2014
 
1972
Red Lobster
 
Hattiesburg
 
MS
 
—

 
457

 
1,478

 
—

 
1,935

 
(93
)
 
7/30/2014
 
1996
Red Lobster
 
Jackson
 
MS
 
—

 
1,128

 
2,851

 
—

 
3,979

 
(128
)
 
7/28/2014
 
1977
Red Lobster
 
Meridian
 
MS
 
—

 
—

 
872

 
—

 
872

 
(87
)
 
7/28/2014
 
1996
Red Lobster
 
Southaven
 
MS
 
—

 
668

 
2,640

 
—

 
3,308

 
(112
)
 
7/28/2014
 
1972
Red Lobster
 
Tupelo
 
MS
 
—

 
626

 
1,703

 
—

 
2,329

 
(100
)
 
7/30/2014
 
1994
Red Lobster
 
Billings
 
MT
 
—

 
1,005

 
2,436

 
—

 
3,441

 
(127
)
 
7/28/2014
 
1993
Red Lobster
 
Asheville
 
NC
 
—

 
544

 
2,865

 
—

 
3,409

 
(128
)
 
7/28/2014
 
1980
Red Lobster
 
Burlington
 
NC
 
—

 
1,208

 
403

 
—

 
1,611

 
(63
)
 
7/28/2014
 
2011
Red Lobster
 
Cary
 
NC
 
—

 
1,933

 
1,118

 
—

 
3,051

 
(77
)
 
7/28/2014
 
1992
Red Lobster
 
Concord
 
NC
 
—

 
—

 
1,506

 
—

 
1,506

 
(151
)
 
7/28/2014
 
2002
Red Lobster
 
Fayetteville
 
NC
 
—

 
675

 
2,908

 
—

 
3,583

 
(116
)
 
7/28/2014
 
1978
Red Lobster
 
Greensboro
 
NC
 
—

 
1,372

 
1,785

 
—

 
3,157

 
(84
)
 
7/28/2014
 
1972
Red Lobster
 
Greenville
 
NC
 
—

 
1,139

 
846

 
—

 
1,985

 
(68
)
 
7/28/2014
 
1991
Red Lobster
 
Hickory
 
NC
 
—

 
630

 
1,660

 
—

 
2,290

 
(84
)
 
7/28/2014
 
1989
Red Lobster
 
Jacksonville
 
NC
 
—

 
1,006

 
1,050

 
—

 
2,056

 
(78
)
 
7/28/2014
 
1995
Red Lobster
 
Matthews
 
NC
 
—

 
1,949

 
495

 
—

 
2,444

 
(68
)
 
7/28/2014
 
2012
Red Lobster
 
Raleigh
 
NC
 
—

 
946

 
2,183

 
—

 
3,129

 
(94
)
 
7/28/2014
 
1983
Red Lobster
 
Rocky Mount
 
NC
 
—

 
795

 
1,005

 
—

 
1,800

 
(73
)
 
7/28/2014
 
1991

F-190


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Winston-Salem
 
NC
 
—

 
1,679

 
610

 
—

 
2,289

 
(41
)
 
7/28/2014
 
1972
Red Lobster
 
Bismarck
 
ND
 
—

 
831

 
3,321

 
—

 
4,152

 
(143
)
 
7/28/2014
 
1990
Red Lobster
 
Fargo
 
ND
 
—

 
888

 
2,933

 
—

 
3,821

 
(132
)
 
7/28/2014
 
1981
Red Lobster
 
Grand Forks
 
ND
 
—

 
876

 
1,694

 
—

 
2,570

 
(98
)
 
7/28/2014
 
1992
Red Lobster
 
Kearney
 
NE
 
—

 
678

 
1,109

 
—

 
1,787

 
(79
)
 
7/28/2014
 
1996
Red Lobster
 
Lincoln
 
NE
 
—

 
—

 
254

 
—

 
254

 
(38
)
 
7/28/2014
 
1977
Red Lobster
 
Omaha
 
NE
 
—

 
933

 
1,075

 
—

 
2,008

 
(61
)
 
7/28/2014
 
1974
Red Lobster
 
Cherry Hill
 
NJ
 
—

 
—

 
2,274

 
—

 
2,274

 
(219
)
 
7/28/2014
 
1984
Red Lobster
 
Delran
 
NJ
 
—

 
887

 
1,671

 
—

 
2,558

 
(91
)
 
7/28/2014
 
1988
Red Lobster
 
Deptford
 
NJ
 
—

 
—

 
1,608

 
—

 
1,608

 
(164
)
 
7/28/2014
 
1991
Red Lobster
 
Vineland
 
NJ
 
—

 
—

 
1,779

 
—

 
1,779

 
(135
)
 
7/28/2014
 
1995
Red Lobster
 
Clovis
 
NM
 
—

 
—

 
318

 
—

 
318

 
(53
)
 
7/28/2014
 
1995
Red Lobster
 
Farmington
 
NM
 
—

 
855

 
2,287

 
—

 
3,142

 
(119
)
 
7/28/2014
 
1992
Red Lobster
 
Roswell
 
NM
 
—

 
354

 
1,248

 
—

 
1,602

 
(84
)
 
7/30/2014
 
1994
Red Lobster
 
Santa Fe
 
NM
 
—

 
876

 
1,440

 
—

 
2,316

 
(90
)
 
7/30/2014
 
1990
Red Lobster
 
Amherst
 
NY
 
—

 
1,344

 
1,271

 
—

 
2,615

 
(78
)
 
7/28/2014
 
1980
Red Lobster
 
Brooklyn
 
NY
 
—

 
—

 
5,897

 
—

 
5,897

 
(502
)
 
7/28/2014
 
2003
Red Lobster
 
Colonie
 
NY
 
—

 
1,014

 
3,500

 
—

 
4,514

 
(152
)
 
7/28/2014
 
1976
Red Lobster
 
Henrietta
 
NY
 
—

 
956

 
2,934

 
—

 
3,890

 
(133
)
 
7/28/2014
 
1976
Red Lobster
 
Hicksville
 
NY
 
—

 
—

 
870

 
—

 
870

 
(90
)
 
7/28/2014
 
1982
Red Lobster
 
Liverpool
 
NY
 
—

 
900

 
2,088

 
—

 
2,988

 
(100
)
 
7/28/2014
 
1975
Red Lobster
 
Poughkeepsie
 
NY
 
—

 
1,987

 
669

 
—

 
2,656

 
(47
)
 
7/28/2014
 
1981
Red Lobster
 
Rochester
 
NY
 
—

 
756

 
2,122

 
—

 
2,878

 
(113
)
 
7/28/2014
 
1985
Red Lobster
 
Ronkonkoma
 
NY
 
—

 
—

 
1,109

 
—

 
1,109

 
(113
)
 
7/28/2014
 
2005
Red Lobster
 
Valley Stream
 
NY
 
—

 
—

 
1,417

 
—

 
1,417

 
(149
)
 
7/28/2014
 
1983
Red Lobster
 
Vestal
 
NY
 
—

 
1,027

 
2,255

 
—

 
3,282

 
(105
)
 
7/28/2014
 
1976
Red Lobster
 
Watertown
 
NY
 
—

 
807

 
1,586

 
—

 
2,393

 
(97
)
 
7/28/2014
 
1993
Red Lobster
 
Yonkers
 
NY
 
—

 
—

 
894

 
—

 
894

 
(94
)
 
7/28/2014
 
2012
Red Lobster
 
Akron
 
OH
 
—

 
—

 
1,398

 
—

 
1,398

 
(137
)
 
7/28/2014
 
1981
Red Lobster
 
Beavercreek
 
OH
 
—

 
551

 
2,334

 
—

 
2,885

 
(120
)
 
7/28/2014
 
1994
Red Lobster
 
Canton
 
OH
 
—

 
398

 
2,596

 
—

 
2,994

 
(110
)
 
7/28/2014
 
1974
Red Lobster
 
Cincinnati
 
OH
 
—

 
799

 
1,915

 
—

 
2,714

 
(82
)
 
7/28/2014
 
1974

F-191


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Cincinnati
 
OH
 
—

 
1,484

 
1,687

 
—

 
3,171

 
(76
)
 
7/28/2014
 
1977
Red Lobster
 
Cincinnati
 
OH
 
—

 
365

 
2,344

 
—

 
2,709

 
(102
)
 
7/28/2014
 
1980
Red Lobster
 
Columbus
 
OH
 
—

 
—

 
1,100

 
—

 
1,100

 
(120
)
 
7/28/2014
 
2002
Red Lobster
 
Columbus
 
OH
 
—

 
728

 
1,717

 
—

 
2,445

 
(83
)
 
7/28/2014
 
1981
Red Lobster
 
Columbus
 
OH
 
—

 
787

 
2,123

 
—

 
2,910

 
(94
)
 
7/28/2014
 
1973
Red Lobster
 
Cuyahoga Falls
 
OH
 
—

 
306

 
2,511

 
—

 
2,817

 
(107
)
 
7/28/2014
 
1974
Red Lobster
 
Dublin
 
OH
 
—

 
—

 
873

 
—

 
873

 
(84
)
 
7/28/2014
 
1990
Red Lobster
 
Lancaster
 
OH
 
—

 
737

 
1,570

 
—

 
2,307

 
(86
)
 
7/28/2014
 
1991
Red Lobster
 
Lima
 
OH
 
—

 
843

 
658

 
—

 
1,501

 
(59
)
 
7/28/2014
 
1991
Red Lobster
 
Mansfield
 
OH
 
—

 
335

 
1,697

 
—

 
2,032

 
(81
)
 
7/28/2014
 
1977
Red Lobster
 
Maumee
 
OH
 
—

 
505

 
2,067

 
—

 
2,572

 
(99
)
 
7/28/2014
 
1974
Red Lobster
 
Mentor
 
OH
 
—

 
651

 
2,129

 
—

 
2,780

 
(98
)
 
7/30/2014
 
1977
Red Lobster
 
Miamisburg
 
OH
 
—

 
612

 
2,615

 
—

 
3,227

 
(106
)
 
7/28/2014
 
1974
Red Lobster
 
New Philadelphia
 
OH
 
—

 
232

 
1,349

 
—

 
1,581

 
(82
)
 
7/28/2014
 
1991
Red Lobster
 
Niles
 
OH
 
—

 
—

 
1,799

 
—

 
1,799

 
(152
)
 
7/28/2014
 
1982
Red Lobster
 
North Olmsted
 
OH
 
—

 
—

 
2,291

 
—

 
2,291

 
(170
)
 
7/28/2014
 
1974
Red Lobster
 
Parma
 
OH
 
—

 
466

 
2,156

 
—

 
2,622

 
(96
)
 
7/28/2014
 
1975
Red Lobster
 
Sandusky
 
OH
 
—

 
1,290

 
1,126

 
—

 
2,416

 
(69
)
 
7/30/2014
 
1986
Red Lobster
 
Springfield
 
OH
 
—

 
526

 
1,345

 
—

 
1,871

 
(86
)
 
7/28/2014
 
1996
Red Lobster
 
St. Clairsville
 
OH
 
—

 
—

 
853

 
—

 
853

 
(126
)
 
7/28/2014
 
1997
Red Lobster
 
Toledo
 
OH
 
—

 
732

 
2,112

 
—

 
2,844

 
(102
)
 
7/28/2014
 
1974
Red Lobster
 
Wooster
 
OH
 
—

 
200

 
1,205

 
—

 
1,405

 
(79
)
 
7/28/2014
 
1995
Red Lobster
 
Youngstown
 
OH
 
—

 
214

 
2,477

 
—

 
2,691

 
(113
)
 
7/28/2014
 
1982
Red Lobster
 
Zanesville
 
OH
 
—

 
729

 
1,205

 
—

 
1,934

 
(69
)
 
7/28/2014
 
1992
Red Lobster
 
Lawton
 
OK
 
—

 
478

 
1,760

 
—

 
2,238

 
(88
)
 
7/28/2014
 
1981
Red Lobster
 
Muskogee
 
OK
 
—

 
399

 
1,707

 
—

 
2,106

 
(98
)
 
7/28/2014
 
1995
Red Lobster
 
Oklahoma City
 
OK
 
—

 
610

 
2,681

 
—

 
3,291

 
(116
)
 
7/28/2014
 
1980
Red Lobster
 
Oklahoma City
 
OK
 
—

 
800

 
1,960

 
—

 
2,760

 
(99
)
 
7/28/2014
 
1991
Red Lobster
 
Shawnee
 
OK
 
—

 
437

 
1,744

 
—

 
2,181

 
(92
)
 
7/28/2014
 
1995
Red Lobster
 
Tulsa
 
OK
 
—

 
847

 
2,084

 
—

 
2,931

 
(96
)
 
7/28/2014
 
1976
Red Lobster
 
Barrie
 
ON
 
—

 
1,815

 
317

 
—

 
2,132

 
(45
)
 
7/28/2014
 
1986
Red Lobster
 
Brampton
 
ON
 
—

 
1,249

 
1,396

 
—

 
2,645

 
(76
)
 
7/28/2014
 
1986

F-192


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Burlington
 
ON
 
—

 
1,884

 
1,652

 
—

 
3,536

 
(85
)
 
7/28/2014
 
1985
Red Lobster
 
Kitchener
 
ON
 
—

 
1,397

 
554

 
—

 
1,951

 
(53
)
 
7/28/2014
 
1986
Red Lobster
 
London
 
ON
 
—

 
1,502

 
649

 
—

 
2,151

 
(66
)
 
7/28/2014
 
1986
Red Lobster
 
Niagara Falls
 
ON
 
—

 
1,094

 
1,402

 
—

 
2,496

 
(84
)
 
7/28/2014
 
1986
Red Lobster
 
Oshawa
 
ON
 
—

 
955

 
775

 
—

 
1,730

 
(52
)
 
7/28/2014
 
1986
Red Lobster
 
Ottawa
 
ON
 
—

 
1,686

 
938

 
—

 
2,624

 
(57
)
 
7/28/2014
 
1986
Red Lobster
 
Scarborough
 
ON
 
—

 
2,910

 
1,260

 
—

 
4,170

 
(71
)
 
7/28/2014
 
1985
Red Lobster
 
Sudbury
 
ON
 
—

 
1,149

 
645

 
—

 
1,794

 
(61
)
 
7/28/2014
 
1989
Red Lobster
 
Windsor
 
ON
 
—

 
870

 
648

 
—

 
1,518

 
(56
)
 
7/28/2014
 
1983
Red Lobster
 
Medford
 
OR
 
—

 
2,212

 
394

 
—

 
2,606

 
(50
)
 
7/28/2014
 
1991
Red Lobster
 
Salem
 
OR
 
—

 
1,132

 
1,391

 
—

 
2,523

 
(85
)
 
7/28/2014
 
1993
Red Lobster
 
Bartonsville
 
PA
 
—

 
—

 
2,389

 
—

 
2,389

 
(177
)
 
7/28/2014
 
2010
Red Lobster
 
Chambersburg
 
PA
 
—

 
694

 
1,212

 
—

 
1,906

 
(80
)
 
7/28/2014
 
1991
Red Lobster
 
Du Bois
 
PA
 
—

 
317

 
981

 
—

 
1,298

 
(71
)
 
7/28/2014
 
1995
Red Lobster
 
Erie
 
PA
 
—

 
600

 
1,800

 
—

 
2,400

 
(85
)
 
7/28/2014
 
1987
Red Lobster
 
Greensburg
 
PA
 
—

 
748

 
2,432

 
—

 
3,180

 
(112
)
 
7/28/2014
 
1989
Red Lobster
 
Hanover
 
PA
 
—

 
446

 
1,870

 
—

 
2,316

 
(104
)
 
7/28/2014
 
1995
Red Lobster
 
Hermitage
 
PA
 
—

 
904

 
1,523

 
—

 
2,427

 
(89
)
 
7/28/2014
 
1993
Red Lobster
 
Johnstown
 
PA
 
—

 
789

 
1,799

 
—

 
2,588

 
(100
)
 
7/28/2014
 
1993
Red Lobster
 
Lancaster
 
PA
 
—

 
—

 
2,968

 
—

 
2,968

 
(190
)
 
7/28/2014
 
1977
Red Lobster
 
Langhorne
 
PA
 
—

 
979

 
2,735

 
—

 
3,714

 
(138
)
 
7/28/2014
 
1996
Red Lobster
 
Mechanicsburg
 
PA
 
—

 
676

 
2,656

 
—

 
3,332

 
(118
)
 
7/28/2014
 
1976
Red Lobster
 
Monroeville
 
PA
 
—

 
913

 
1,924

 
—

 
2,837

 
(83
)
 
7/28/2014
 
1977
Red Lobster
 
Philadelphia
 
PA
 
—

 
—

 
1,902

 
—

 
1,902

 
(127
)
 
7/28/2014
 
1977
Red Lobster
 
Pittsburgh
 
PA
 
—

 
—

 
1,379

 
—

 
1,379

 
(138
)
 
7/28/2014
 
1976
Red Lobster
 
Pittsburgh
 
PA
 
—

 
1,352

 
1,190

 
—

 
2,542

 
(59
)
 
7/28/2014
 
1977
Red Lobster
 
Pittsburgh
 
PA
 
—

 
1,641

 
1,096

 
—

 
2,737

 
(61
)
 
7/28/2014
 
1987
Red Lobster
 
Pottstown
 
PA
 
—

 
—

 
1,115

 
—

 
1,115

 
(177
)
 
7/28/2014
 
1995
Red Lobster
 
Scranton
 
PA
 
—

 
—

 
1,563

 
—

 
1,563

 
(171
)
 
7/28/2014
 
2001
Red Lobster
 
Springfield
 
PA
 
—

 
1,571

 
2,344

 
—

 
3,915

 
(119
)
 
7/28/2014
 
1983
Red Lobster
 
State College
 
PA
 
—

 
—

 
1,026

 
—

 
1,026

 
(143
)
 
7/28/2014
 
1999
Red Lobster
 
Washington
 
PA
 
—

 
—

 
694

 
—

 
694

 
(65
)
 
7/28/2014
 
1976

F-193


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Whitehall
 
PA
 
—

 
—

 
2,155

 
—

 
2,155

 
(223
)
 
7/28/2014
 
1977
Red Lobster
 
Aiken
 
SC
 
—

 
780

 
1,247

 
—

 
2,027

 
(77
)
 
7/28/2014
 
1991
Red Lobster
 
Columbia
 
SC
 
—

 
—

 
918

 
—

 
918

 
(89
)
 
7/28/2014
 
1980
Red Lobster
 
Florence
 
SC
 
—

 
779

 
1,506

 
—

 
2,285

 
(88
)
 
7/28/2014
 
1990
Red Lobster
 
Myrtle Beach
 
SC
 
—

 
—

 
462

 
—

 
462

 
(72
)
 
7/28/2014
 
2006
Red Lobster
 
North Charleston
 
SC
 
—

 
862

 
1,702

 
—

 
2,564

 
(85
)
 
7/28/2014
 
1978
Red Lobster
 
Spartanburg
 
SC
 
—

 
—

 
1,136

 
—

 
1,136

 
(87
)
 
7/28/2014
 
1973
Red Lobster
 
Sumter
 
SC
 
—

 
988

 
1,117

 
—

 
2,105

 
(79
)
 
7/28/2014
 
1995
Red Lobster
 
Regina
 
SK
 
—

 
1,698

 
548

 
—

 
2,246

 
(53
)
 
7/28/2014
 
1989
Red Lobster
 
Saskatoon
 
SK
 
—

 
1,579

 
1,359

 
—

 
2,938

 
(84
)
 
7/28/2014
 
1990
Red Lobster
 
Chattanooga
 
TN
 
—

 
1,419

 
1,188

 
—

 
2,607

 
(60
)
 
7/28/2014
 
1980
Red Lobster
 
Chattanooga
 
TN
 
—

 
1,548

 
2,575

 
—

 
4,123

 
(104
)
 
7/28/2014
 
1972
Red Lobster
 
Clarksville
 
TN
 
—

 
543

 
2,223

 
—

 
2,766

 
(107
)
 
7/28/2014
 
1990
Red Lobster
 
Cookeville
 
TN
 
—

 
532

 
1,205

 
—

 
1,737

 
(72
)
 
7/28/2014
 
1995
Red Lobster
 
Franklin
 
TN
 
—

 
1,660

 
757

 
—

 
2,417

 
(57
)
 
7/30/2014
 
1992
Red Lobster
 
Jackson
 
TN
 
—

 
822

 
1,427

 
—

 
2,249

 
(90
)
 
7/28/2014
 
1995
Red Lobster
 
Knoxville
 
TN
 
—

 
1,149

 
1,720

 
—

 
2,869

 
(82
)
 
7/28/2014
 
1972
Red Lobster
 
Madison
 
TN
 
—

 
1,074

 
2,028

 
—

 
3,102

 
(85
)
 
7/28/2014
 
1972
Red Lobster
 
Memphis
 
TN
 
—

 
1,293

 
1,711

 
—

 
3,004

 
(92
)
 
7/28/2014
 
1984
Red Lobster
 
Memphis
 
TN
 
—

 
1,602

 
2,290

 
—

 
3,892

 
(100
)
 
7/28/2014
 
1972
Red Lobster
 
Mt. Juliet
 
TN
 
—

 
1,227

 
773

 
—

 
2,000

 
(69
)
 
7/28/2014
 
2009
Red Lobster
 
Sevierville
 
TN
 
—

 
—

 
1,062

 
—

 
1,062

 
(121
)
 
7/28/2014
 
2002
Red Lobster
 
Abilene
 
TX
 
—

 
209

 
1,976

 
—

 
2,185

 
(94
)
 
7/30/2014
 
1980
Red Lobster
 
Amarillo
 
TX
 
—

 
590

 
2,342

 
—

 
2,932

 
(104
)
 
7/28/2014
 
1976
Red Lobster
 
Baytown
 
TX
 
—

 
537

 
1,255

 
—

 
1,792

 
(69
)
 
7/28/2014
 
1984
Red Lobster
 
Beaumont
 
TX
 
—

 
610

 
604

 
—

 
1,214

 
(42
)
 
7/30/2014
 
1976
Red Lobster
 
Brownsville
 
TX
 
—

 
427

 
1,638

 
—

 
2,065

 
(92
)
 
7/28/2014
 
1990
Red Lobster
 
Burleson
 
TX
 
—

 
—

 
356

 
—

 
356

 
(62
)
 
7/28/2014
 
2003
Red Lobster
 
College Station
 
TX
 
—

 
—

 
643

 
—

 
643

 
(66
)
 
7/28/2014
 
1983
Red Lobster
 
Conroe
 
TX
 
—

 
—

 
557

 
—

 
557

 
(75
)
 
7/28/2014
 
2011
Red Lobster
 
Corpus Christi
 
TX
 
—

 
1,246

 
2,325

 
—

 
3,571

 
(106
)
 
7/28/2014
 
1975
Red Lobster
 
Denton
 
TX
 
—

 
832

 
2,044

 
—

 
2,876

 
(111
)
 
7/28/2014
 
1991

F-194


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Duncanville
 
TX
 
—

 
361

 
2,658

 
—

 
3,019

 
(115
)
 
7/28/2014
 
1974
Red Lobster
 
El Paso
 
TX
 
—

 
—

 
414

 
—

 
414

 
(68
)
 
7/28/2014
 
1976
Red Lobster
 
El Paso
 
TX
 
—

 
—

 
883

 
—

 
883

 
(89
)
 
7/28/2014
 
2008
Red Lobster
 
El Paso
 
TX
 
—

 
721

 
1,825

 
—

 
2,546

 
(91
)
 
7/28/2014
 
1982
Red Lobster
 
Fort Worth
 
TX
 
—

 
—

 
239

 
—

 
239

 
(39
)
 
7/28/2014
 
1982
Red Lobster
 
Greenville
 
TX
 
—

 
206

 
1,688

 
—

 
1,894

 
(95
)
 
7/28/2014
 
1995
Red Lobster
 
Houston
 
TX
 
—

 
—

 
399

 
—

 
399

 
(66
)
 
7/28/2014
 
1974
Red Lobster
 
Houston
 
TX
 
—

 
960

 
1,833

 
—

 
2,793

 
(88
)
 
7/28/2014
 
1981
Red Lobster
 
Humble
 
TX
 
—

 
—

 
1,087

 
—

 
1,087

 
(95
)
 
7/28/2014
 
1980
Red Lobster
 
Irving
 
TX
 
—

 
1,240

 
1,667

 
—

 
2,907

 
(77
)
 
7/30/2014
 
1973
Red Lobster
 
Katy
 
TX
 
—

 
1,439

 
896

 
—

 
2,335

 
(71
)
 
7/28/2014
 
2001
Red Lobster
 
Killeen
 
TX
 
—

 
732

 
1,935

 
—

 
2,667

 
(102
)
 
7/28/2014
 
1991
Red Lobster
 
Lake Jackson
 
TX
 
—

 
393

 
1,190

 
—

 
1,583

 
(66
)
 
7/28/2014
 
1984
Red Lobster
 
Laredo
 
TX
 
—

 
—

 
819

 
—

 
819

 
(99
)
 
7/28/2014
 
2003
Red Lobster
 
Lewisville
 
TX
 
—

 
1,087

 
1,626

 
—

 
2,713

 
(76
)
 
7/28/2014
 
1973
Red Lobster
 
Longview
 
TX
 
—

 
324

 
2,625

 
—

 
2,949

 
(120
)
 
7/28/2014
 
1981
Red Lobster
 
Lubbock
 
TX
 
—

 
1,103

 
1,494

 
—

 
2,597

 
(75
)
 
7/28/2014
 
1976
Red Lobster
 
Lufkin
 
TX
 
—

 
15

 
1,732

 
—

 
1,747

 
(98
)
 
7/28/2014
 
1996
Red Lobster
 
Mcallen
 
TX
 
—

 
1,175

 
2,280

 
—

 
3,455

 
(109
)
 
7/28/2014
 
1981
Red Lobster
 
Mcallen
 
TX
 
—

 
960

 
1,647

 
—

 
2,607

 
(105
)
 
7/28/2014
 
2010
Red Lobster
 
N. Richland Hills
 
TX
 
—

 
493

 
2,889

 
—

 
3,382

 
(127
)
 
7/28/2014
 
1978
Red Lobster
 
Pasadena
 
TX
 
—

 
675

 
928

 
—

 
1,603

 
(52
)
 
7/28/2014
 
1978
Red Lobster
 
San Angelo
 
TX
 
—

 
512

 
3,433

 
—

 
3,945

 
(151
)
 
7/28/2014
 
1984
Red Lobster
 
San Antonio
 
TX
 
—

 
—

 
963

 
—

 
963

 
(72
)
 
7/28/2014
 
1974
Red Lobster
 
San Antonio
 
TX
 
—

 
474

 
1,491

 
—

 
1,965

 
(81
)
 
7/28/2014
 
1984
Red Lobster
 
Shenandoah
 
TX
 
—

 
740

 
1,578

 
—

 
2,318

 
(78
)
 
7/28/2014
 
1981
Red Lobster
 
Sherman
 
TX
 
—

 
675

 
1,923

 
—

 
2,598

 
(107
)
 
7/28/2014
 
1990
Red Lobster
 
Sugar Land
 
TX
 
—

 
—

 
708

 
—

 
708

 
(67
)
 
7/28/2014
 
1981
Red Lobster
 
Texarkana
 
TX
 
—

 
73

 
2,148

 
—

 
2,221

 
(109
)
 
7/28/2014
 
1986
Red Lobster
 
Tyler
 
TX
 
—

 
884

 
1,755

 
—

 
2,639

 
(88
)
 
7/28/2014
 
1982
Red Lobster
 
Victoria
 
TX
 
—

 
478

 
1,905

 
—

 
2,383

 
(95
)
 
7/28/2014
 
1984
Red Lobster
 
Webster
 
TX
 
—

 
909

 
1,907

 
—

 
2,816

 
(91
)
 
7/28/2014
 
1982

F-195


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Wichita Falls
 
TX
 
—

 
345

 
1,706

 
—

 
2,051

 
(86
)
 
7/28/2014
 
1980
Red Lobster
 
Layton
 
UT
 
—

 
1,577

 
1,333

 
—

 
2,910

 
(88
)
 
7/28/2014
 
1993
Red Lobster
 
Murray
 
UT
 
—

 
1,391

 
2,367

 
—

 
3,758

 
(124
)
 
7/28/2014
 
1992
Red Lobster
 
Orem
 
UT
 
—

 
1,246

 
1,346

 
—

 
2,592

 
(93
)
 
7/28/2014
 
2001
Red Lobster
 
Saint George
 
UT
 
—

 
797

 
1,387

 
—

 
2,184

 
(89
)
 
7/28/2014
 
1996
Red Lobster
 
Alexandria
 
VA
 
—

 
1,516

 
1,991

 
—

 
3,507

 
(91
)
 
7/28/2014
 
1977
Red Lobster
 
Bristol
 
VA
 
—

 
816

 
1,175

 
—

 
1,991

 
(76
)
 
7/28/2014
 
2005
Red Lobster
 
Charlottesville
 
VA
 
—

 
—

 
1,021

 
—

 
1,021

 
(85
)
 
7/28/2014
 
1986
Red Lobster
 
Chesapeake
 
VA
 
—

 
1,262

 
1,374

 
—

 
2,636

 
(74
)
 
7/28/2014
 
1992
Red Lobster
 
Christiansburg
 
VA
 
—

 
447

 
1,657

 
—

 
2,104

 
(99
)
 
7/28/2014
 
1996
Red Lobster
 
Colonial Heights
 
VA
 
—

 
1,095

 
1,409

 
—

 
2,504

 
(89
)
 
7/28/2014
 
1993
Red Lobster
 
Fairfax
 
VA
 
—

 
2,163

 
425

 
—

 
2,588

 
(33
)
 
7/28/2014
 
1977
Red Lobster
 
Fredericksburg
 
VA
 
—

 
1,088

 
1,971

 
—

 
3,059

 
(104
)
 
7/28/2014
 
1991
Red Lobster
 
Harrisonburg
 
VA
 
—

 
465

 
1,369

 
—

 
1,834

 
(89
)
 
7/28/2014
 
1993
Red Lobster
 
Lynchburg
 
VA
 
—

 
983

 
1,378

 
—

 
2,361

 
(78
)
 
7/28/2014
 
1982
Red Lobster
 
Manassas
 
VA
 
—

 
1,800

 
941

 
—

 
2,741

 
(66
)
 
7/28/2014
 
1993
Red Lobster
 
Midlothian
 
VA
 
—

 
—

 
655

 
—

 
655

 
(89
)
 
7/28/2014
 
2003
Red Lobster
 
Sterling
 
VA
 
—

 
—

 
646

 
—

 
646

 
(87
)
 
7/28/2014
 
2001
Red Lobster
 
Virginia Beach
 
VA
 
—

 
820

 
1,805

 
—

 
2,625

 
(92
)
 
7/28/2014
 
1981
Red Lobster
 
Williamsburg
 
VA
 
—

 
1,064

 
1,096

 
—

 
2,160

 
(77
)
 
7/28/2014
 
1993
Red Lobster
 
Winchester
 
VA
 
—

 
—

 
357

 
—

 
357

 
(61
)
 
7/28/2014
 
2006
Red Lobster
 
Woodbridge
 
VA
 
—

 
1,052

 
2,096

 
—

 
3,148

 
(104
)
 
7/28/2014
 
1989
Red Lobster
 
Kelso
 
WA
 
—

 
550

 
1,573

 
—

 
2,123

 
(90
)
 
7/28/2014
 
1994
Red Lobster
 
Olympia
 
WA
 
—

 
—

 
596

 
—

 
596

 
(100
)
 
7/28/2014
 
1995
Red Lobster
 
Silverdale
 
WA
 
—

 
1,661

 
501

 
—

 
2,162

 
(54
)
 
7/28/2014
 
1993
Red Lobster
 
Spokane
 
WA
 
—

 
—

 
1,427

 
—

 
1,427

 
(122
)
 
7/28/2014
 
2009
Red Lobster
 
Ashwaubenon
 
WI
 
—

 
1,270

 
1,116

 
—

 
2,386

 
(64
)
 
7/28/2014
 
1975
Red Lobster
 
Eau Claire
 
WI
 
—

 
527

 
1,534

 
—

 
2,061

 
(87
)
 
7/28/2014
 
1982
Red Lobster
 
Greenfield
 
WI
 
—

 
1,823

 
1,673

 
—

 
3,496

 
(80
)
 
7/28/2014
 
1975
Red Lobster
 
La Crosse
 
WI
 
—

 
1,087

 
965

 
—

 
2,052

 
(75
)
 
7/28/2014
 
1991
Red Lobster
 
Mt. Pleasant
 
WI
 
—

 
856

 
1,773

 
—

 
2,629

 
(114
)
 
7/28/2014
 
2012
Red Lobster
 
Wauwatosa
 
WI
 
—

 
1,524

 
997

 
—

 
2,521

 
(58
)
 
7/28/2014
 
1975

F-196


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Red Lobster
 
Charleston
 
WV
 
—

 
—

 
1,100

 
—

 
1,100

 
(122
)
 
7/28/2014
 
2003
Red Lobster
 
Huntington
 
WV
 
—

 
344

 
2,552

 
—

 
2,896

 
(125
)
 
7/28/2014
 
1985
Red Lobster
 
Morgantown
 
WV
 
—

 
1,252

 
1,477

 
—

 
2,729

 
(95
)
 
7/28/2014
 
2009
Red Lobster
 
Parkersburg
 
WV
 
—

 
654

 
1,447

 
—

 
2,101

 
(93
)
 
7/28/2014
 
1994
Red Lobster
 
Casper
 
WY
 
—

 
1,014

 
1,337

 
—

 
2,351

 
(98
)
 
7/28/2014
 
2011
Red Lobster
 
Cheyenne
 
WY
 
—

 
1,514

 
640

 
—

 
2,154

 
(34
)
 
7/28/2014
 
1992
Red Oak Village
 
San Marcos
 
TX
 
12,480

 
5,287

 
20,357

 
43

 
25,687

 
(1,961
)
 
2/7/2014
 
2006
Reef Services, LLC
 
Gainesville
 
TX
 
—

 
86

 
285

 
—

 
371

 
(20
)
 
6/25/2014
 
2009
Rite Aid
 
Talladega
 
AL
 
—

 
377

 
1,311

 
—

 
1,688

 
(156
)
 
1/8/2014
 
1997
Rite Aid
 
Bear
 
DE
 
—

 
851

 
2,702

 
—

 
3,553

 
(327
)
 
1/8/2014
 
1999
Rite Aid
 
Tucker
 
GA
 
—

 
793

 
1,419

 
—

 
2,212

 
(168
)
 
1/8/2014
 
1996
Rite Aid
 
Jeffersonville
 
IN
 
—

 
824

 
2,472

 
—

 
3,296

 
(464
)
 
11/30/2012
 
2008
Rite Aid
 
Lawrenceburg
 
KY
 
—

 
567

 
2,267

 
—

 
2,834

 
(425
)
 
11/30/2012
 
2008
Rite Aid
 
Lexington
 
KY
 
—

 
—

 
1,943

 
—

 
1,943

 
(364
)
 
11/30/2012
 
2007
Rite Aid
 
Paris
 
KY
 
—

 
743

 
2,228

 
—

 
2,971

 
(418
)
 
11/30/2012
 
2008
Rite Aid
 
Scottsville
 
KY
 
—

 
153

 
2,904

 
—

 
3,057

 
(544
)
 
11/30/2012
 
2007
Rite Aid
 
Stanford
 
KY
 
—

 
152

 
2,886

 
—

 
3,038

 
(541
)
 
11/30/2012
 
2009
Rite Aid
 
Adams
 
MA
 
—

 
300

 
1,200

 
—

 
1,500

 
(177
)
 
7/30/2013
 
1958
Rite Aid
 
Bangor
 
ME
 
—

 
724

 
2,896

 
—

 
3,620

 
(285
)
 
5/19/2014
 
1998
Rite Aid
 
Buxton
 
ME
 
—

 
413

 
1,650

 
7

 
2,070

 
(165
)
 
5/19/2014
 
1997
Rite Aid
 
Dover-Foxcroft
 
ME
 
—

 
256

 
2,659

 
—

 
2,915

 
(323
)
 
1/8/2014
 
1999
Rite Aid
 
Fort Fairfield
 
ME
 
—

 
117

 
1,821

 
—

 
1,938

 
(223
)
 
1/8/2014
 
1998
Rite Aid
 
Fort Kent
 
ME
 
—

 
387

 
2,064

 
—

 
2,451

 
(245
)
 
1/8/2014
 
1999
Rite Aid
 
Van Buren
 
ME
 
—

 
115

 
1,720

 
—

 
1,835

 
(210
)
 
1/8/2014
 
1998
Rite Aid
 
Bay City
 
MI
 
—

 
463

 
1,629

 
—

 
2,092

 
(137
)
 
6/24/2014
 
1996
Rite Aid
 
Burton
 
MI
 
—

 
128

 
2,541

 
(50
)
 
2,619

 
(372
)
 
7/26/2013
 
1999
Rite Aid
 
West Branch
 
MI
 
—

 
418

 
1,280

 
—

 
1,698

 
(116
)
 
6/23/2014
 
1996
Rite Aid
 
Burlington
 
NC
 
—

 
973

 
2,726

 
—

 
3,699

 
(331
)
 
1/8/2014
 
2000
Rite Aid
 
Wilson
 
NC
 
—

 
573

 
1,337

 
—

 
1,910

 
(197
)
 
7/30/2013
 
2002
Rite Aid
 
Bristol
 
NH
 
—

 
395

 
1,461

 
52

 
1,908

 
(181
)
 
1/8/2014
 
1997
Rite Aid
 
Winchester
 
NH
 
—

 
343

 
1,868

 
—

 
2,211

 
(228
)
 
1/8/2014
 
1998
Rite Aid
 
Cheektowaga
 
NY
 
—

 
436

 
3,466

 
—

 
3,902

 
(371
)
 
2/7/2014
 
2000

F-197


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Rite Aid
 
Genoa
 
OH
 
—

 
405

 
1,845

 
—

 
2,250

 
(219
)
 
1/8/2014
 
1998
Rite Aid
 
Lima
 
OH
 
—

 
576

 
2,304

 
—

 
2,880

 
(432
)
 
11/13/2012
 
2006
Rite Aid
 
Louisville
 
OH
 
—

 
576

 
3,266

 
—

 
3,842

 
(629
)
 
10/31/2012
 
2008
Rite Aid
 
Marion
 
OH
 
—

 
508

 
2,877

 
—

 
3,385

 
(539
)
 
11/13/2012
 
2006
Rite Aid
 
St. Marys
 
OH
 
—

 
581

 
2,322

 
—

 
2,903

 
(222
)
 
5/19/2014
 
2005
Rite Aid
 
Warren
 
OH
 
—

 
668

 
2,670

 
—

 
3,338

 
(262
)
 
5/19/2014
 
1999
Rite Aid
 
Wheelersburg
 
OH
 
—

 
361

 
1,444

 
—

 
1,805

 
(145
)
 
5/19/2014
 
1998
Rite Aid
 
Meadville
 
PA
 
—

 
193

 
2,521

 
—

 
2,714

 
(298
)
 
1/8/2014
 
1999
Rite Aid
 
Philadelphia
 
PA
 
—

 
633

 
2,531

 
—

 
3,164

 
(252
)
 
5/19/2014
 
1999
Rite Aid
 
Spartanburg
 
SC
 
—

 
894

 
3,575

 
—

 
4,469

 
(342
)
 
5/19/2014
 
2004
Rite Aid
 
Travelers Rest
 
SC
 
—

 
882

 
3,527

 
—

 
4,409

 
(338
)
 
5/19/2014
 
2005
Rite Aid
 
Memphis
 
TN
 
—

 
266

 
1,062

 
—

 
1,328

 
(108
)
 
5/19/2014
 
2000
Rite Aid
 
Murfreesboro
 
TN
 
—

 
454

 
1,817

 
—

 
2,271

 
(174
)
 
5/19/2014
 
1999
Rite Aid
 
Hayes
 
VA
 
—

 
812

 
3,247

 
—

 
4,059

 
(311
)
 
5/19/2014
 
2005
Rite Aid
 
Huntington
 
WV
 
—

 
964

 
2,250

 
—

 
3,214

 
(422
)
 
11/30/2012
 
2008
Road Ranger
 
Winnebago
 
IL
 
—

 
707

 
3,202

 
—

 
3,909

 
(346
)
 
2/7/2014
 
1998
Rockwell Collins
 
Sterling
 
VA
 
—

 
4,285

 
29,802

 
—

 
34,087

 
(2,145
)
 
6/30/2014
 
2011
Rolls-Royce
 
Indianapolis
 
IN
 
49,837

 
5,770

 
64,073

 
670

 
70,513

 
(8,276
)
 
5/9/2013
 
2000
Ross
 
Highlands Ranch
 
CO
 
3,475

 
2,850

 
4,795

 
—

 
7,645

 
(459
)
 
2/7/2014
 
2007
Ross
 
Austin
 
TX
 
—

 
658

 
2,631

 
700

 
3,989

 
(300
)
 
5/19/2014
 
2002
Rubbermaid
 
Winfield
 
KS
 
—

 
819

 
15,555

 
—

 
16,374

 
(2,965
)
 
11/28/2012
 
2012
Rubbermaid
 
Winfield
 
KS
 
12,725

 
1,056

 
20,060

 
—

 
21,116

 
(4,538
)
 
4/25/2012
 
2008
Rubbermaid
 
Bowling Green
 
OH
 
—

 
714

 
13,564

 
—

 
14,278

 
(2,034
)
 
7/29/2013
 
2013
Rubbermaid
 
Brimfield
 
OH
 
—

 
1,552

 
29,495

 
—

 
31,047

 
(5,323
)
 
1/31/2013
 
2012
Ruby Tuesday
 
Dillon
 
CO
 
—

 
400

 
1,628

 
—

 
2,028

 
(229
)
 
6/27/2013
 
1995
Ruby Tuesday
 
Bartow
 
FL
 
—

 
270

 
1,916

 
—

 
2,186

 
(270
)
 
6/27/2013
 
1995
Ruby Tuesday
 
Orlando
 
FL
 
—

 
1,286

 
—

 
(710
)
 
576

 
—

 
7/31/2013
 
1998
Ruby Tuesday
 
London
 
KY
 
—

 
370

 
1,493

 
(263
)
 
1,600

 
(41
)
 
6/27/2013
 
1995
Ruby Tuesday
 
Somerset
 
KY
 
—

 
480

 
1,120

 
—

 
1,600

 
(158
)
 
6/27/2013
 
1995
Ryan's Buffet
 
Jasper
 
AL
 
—

 
577

 
2,545

 
(1,259
)
 
1,863

 
(52
)
 
2/7/2014
 
2000
Ryan's Buffet
 
Prattville
 
AL
 
—

 
1,038

 
1,802

 
(1,140
)
 
1,700

 
(39
)
 
2/7/2014
 
1997
Ryan's Buffet
 
Columbus
 
GA
 
—

 
1,307

 
2,529

 
(1,305
)
 
2,531

 
(60
)
 
2/7/2014
 
2002

F-198


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Ryan's Buffet
 
Commerce
 
GA
 
—

 
962

 
1,470

 
(647
)
 
1,785

 
(41
)
 
2/7/2014
 
1996
Ryan's Buffet
 
Rome
 
GA
 
—

 
831

 
1,848

 
(919
)
 
1,760

 
(41
)
 
2/7/2014
 
1983
Ryan's Buffet
 
Owensboro
 
KY
 
—

 
1,244

 
1,656

 
(1,163
)
 
1,737

 
(36
)
 
2/7/2014
 
1997
Ryan's Buffet
 
Paducah
 
KY
 
—

 
1,121

 
1,443

 
(1,029
)
 
1,535

 
(32
)
 
2/7/2014
 
1995
Ryan's Buffet
 
Pearl
 
MS
 
—

 
1,058

 
1,857

 
(1,165
)
 
1,750

 
(40
)
 
2/7/2014
 
2000
Ryan's Buffet
 
Asheville
 
NC
 
—

 
1,261

 
2,204

 
(1,179
)
 
2,286

 
(52
)
 
2/7/2014
 
1996
Ryan's Buffet
 
Lexington
 
SC
 
—

 
244

 
1,307

 
—

 
1,551

 
(222
)
 
1/8/2014
 
1998
Ryan's Buffet
 
Sevierville
 
TN
 
—

 
1,443

 
430

 
(751
)
 
1,122

 
(13
)
 
2/7/2014
 
2003
Ryan's Buffet
 
Texas City
 
TX
 
—

 
614

 
3,351

 
(1,620
)
 
2,345

 
(59
)
 
2/7/2014
 
2002
Ryan's Buffet
 
Beckley
 
WV
 
—

 
1,248

 
2,258

 
(1,402
)
 
2,104

 
(48
)
 
2/7/2014
 
1995
Ryan's Buffet
 
Clarksburg
 
WV
 
—

 
—

 
1,639

 
—

 
1,639

 
(222
)
 
1/8/2014
 
2001
Sakura Tepanyaki Steakhouse
 
Orem
 
UT
 
—

 
340

 
658

 
(88
)
 
910

 
(19
)
 
6/27/2013
 
1995
Sam's Club
 
Hoover
 
AL
 
—

 
2,253

 
9,606

 
—

 
11,859

 
(883
)
 
2/7/2014
 
1989
Sam's Club
 
Colorado Springs
 
CO
 
—

 
3,347

 
12,652

 
—

 
15,999

 
(1,145
)
 
2/7/2014
 
1998
Sam's Club
 
Douglasville
 
GA
 
—

 
1,701

 
11,052

 
—

 
12,753

 
(932
)
 
2/7/2014
 
1999
Sam's Southern Eatery
 
Kennesaw
 
GA
 
—

 
210

 
46

 
—

 
256

 
(6
)
 
6/27/2013
 
1995
Santa Rosa Commons
 
Pace
 
FL
 
13,000

 
4,447

 
21,884

 
—

 
26,331

 
(1,996
)
 
2/7/2014
 
2008
Schlotzsky's
 
Colorado Springs
 
CO
 
—

 
530

 
530

 
—

 
1,060

 
(75
)
 
6/27/2013
 
1997
Schlotzsky's
 
Louisville
 
KY
 
—

 
321

 
342

 
(173
)
 
490

 
(7
)
 
6/27/2013
 
1998
Schmitz & Schmitz
 
Gainesville
 
TX
 
—

 
29

 
1,950

 
—

 
1,979

 
(114
)
 
6/25/2014
 
1930
Scotts Company
 
Orrville
 
OH
 
—

 
278

 
2,502

 
—

 
2,780

 
(502
)
 
9/28/2012
 
1950
Scotts Company
 
Orrville
 
OH
 
—

 
611

 
1,134

 
—

 
1,745

 
(239
)
 
7/30/2012
 
1950
Scotts Company
 
Orrville
 
OH
 
—

 
609

 
11,576

 
—

 
12,185

 
(2,442
)
 
7/30/2012
 
2006
SCP Distributors
 
North Little Rock
 
AR
 
—

 
258

 
1,665

 
(9
)
 
1,914

 
(83
)
 
11/20/2014
 
2006
SCP Distributors
 
Knoxville
 
TN
 
—

 
251

 
900

 
—

 
1,151

 
(55
)
 
11/20/2014
 
2012
Sedwick Claims Management Serv
 
Dublin
 
OH
 
—

 
945

 
8,520

 
—

 
9,465

 
(632
)
 
6/26/2014
 
1997
Select Energy Services
 
Damascus
 
AR
 
—

 
530

 
800

 
—

 
1,330

 
(103
)
 
6/12/2014
 
2009
Select Energy Services
 
Frierson
 
LA
 
—

 
260

 
4,954

 
—

 
5,214

 
(343
)
 
6/12/2014
 
2010
Select Energy Services
 
Alderson
 
OK
 
—

 
260

 
1,150

 
—

 
1,410

 
(100
)
 
6/12/2014
 
2008
Select Energy Services
 
Big Wells
 
TX
 
—

 
353

 
1,820

 
—

 
2,173

 
(127
)
 
6/12/2014
 
2011
Select Energy Services
 
Chireno
 
TX
 
—

 
388

 
5,470

 
—

 
5,858

 
(375
)
 
6/25/2014
 
2011
Select Energy Services
 
Cleburne
 
TX
 
—

 
154

 
2,333

 
—

 
2,487

 
(163
)
 
6/25/2014
 
2008

F-199


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Select Energy Services
 
Dilley
 
TX
 
—

 
308

 
1,416

 
—

 
1,724

 
(103
)
 
6/25/2014
 
2012
Select Energy Services
 
Odessa
 
TX
 
—

 
460

 
1,998

 
—

 
2,458

 
(153
)
 
6/25/2014
 
1982
Senor Panchos
 
Orrville
 
OH
 
—

 
99

 
176

 
—

 
275

 
(26
)
 
6/27/2013
 
1990
Shale Tank Truck
 
Cleburne
 
TX
 
—

 
476

 
547

 
—

 
1,023

 
(42
)
 
6/25/2014
 
2007
Shale Tank Truck
 
Midland
 
TX
 
—

 
757

 
939

 
—

 
1,696

 
(75
)
 
6/25/2014
 
2012
Sherwin-Williams
 
Angola
 
IN
 
—

 
249

 
996

 
—

 
1,245

 
(90
)
 
5/19/2014
 
2001
Sherwin-Williams
 
Muskegon
 
MI
 
—

 
187

 
1,524

 
—

 
1,711

 
(152
)
 
2/7/2014
 
2008
Sherwin-Williams
 
Ashtabula
 
OH
 
—

 
176

 
704

 
—

 
880

 
(51
)
 
5/19/2014
 
2003
Sherwin-Williams
 
Boardman
 
OH
 
—

 
206

 
825

 
—

 
1,031

 
(60
)
 
5/19/2014
 
2003
Shoney's
 
Gadsden
 
AL
 
—

 
220

 
707

 
—

 
927

 
(100
)
 
6/27/2013
 
1995
Shoney's
 
Oxford
 
AL
 
—

 
670

 
25

 
—

 
695

 
(4
)
 
6/27/2013
 
1995
Shoney's
 
Elizabethtown
 
KY
 
—

 
450

 
465

 
—

 
915

 
(65
)
 
6/27/2013
 
1995
Shoney's
 
Grayson
 
KY
 
—

 
420

 
406

 
—

 
826

 
(57
)
 
6/27/2013
 
1995
Shoney's
 
Grenada
 
MS
 
—

 
270

 
809

 
—

 
1,079

 
(105
)
 
7/31/2013
 
1995
Shoney's
 
Hattiesburg
 
MS
 
—

 
730

 
618

 
—

 
1,348

 
(87
)
 
6/27/2013
 
1995
Shoney's
 
Jackson
 
MS
 
—

 
360

 
572

 
—

 
932

 
(81
)
 
6/27/2013
 
1995
Shoney's
 
Columbia
 
SC
 
—

 
446

 
545

 
(502
)
 
489

 
(7
)
 
7/31/2013
 
1985
Shoney's
 
Summerville
 
SC
 
—

 
350

 
800

 
—

 
1,150

 
(113
)
 
6/27/2013
 
1995
Shoney's
 
Cookeville
 
TN
 
—

 
510

 
760

 
—

 
1,270

 
(107
)
 
6/27/2013
 
1995
Shoney's
 
Lawrenceburg
 
TN
 
—

 
330

 
873

 
—

 
1,203

 
(123
)
 
6/27/2013
 
1995
Shoney's
 
Charleston
 
WV
 
—

 
190

 
543

 
—

 
733

 
(77
)
 
6/27/2013
 
1995
Shoney's
 
Lewisburg
 
WV
 
—

 
110

 
642

 
—

 
752

 
(90
)
 
6/27/2013
 
1995
Shoney's
 
Princeton
 
WV
 
—

 
90

 
593

 
—

 
683

 
(84
)
 
6/27/2013
 
1995
Shoney's
 
Ripley
 
WV
 
—

 
200

 
599

 
—

 
799

 
(84
)
 
6/27/2013
 
1995
Shopko
 
L’Anse
 
MI
 
—

 
382

 
1,736

 
—

 
2,118

 
(166
)
 
5/13/2014
 
2009
Smokey Bones
 
Morrow
 
GA
 
—

 
390

 
2,184

 
—

 
2,574

 
(308
)
 
6/27/2013
 
1995
Smokey Bones
 
Pittsburgh
 
PA
 
—

 
1,490

 
390

 
—

 
1,880

 
(48
)
 
7/28/2014
 
2000
Sonic Drive-In
 
Wadesboro
 
NC
 
—

 
137

 
266

 
—

 
403

 
(38
)
 
6/27/2013
 
2007
Sonny's Real Pit BBQ
 
Venice
 
FL
 
—

 
338

 
507

 
—

 
845

 
(74
)
 
7/31/2013
 
1978
Sonny's Real Pit BBQ
 
Athens
 
GA
 
—

 
460

 
1,280

 
—

 
1,740

 
(180
)
 
6/27/2013
 
1995
Sonny's Real Pit BBQ
 
Conyers
 
GA
 
—

 
450

 
663

 
—

 
1,113

 
(93
)
 
6/27/2013
 
1995
Sonny's Real Pit BBQ
 
Marietta
 
GA
 
—

 
290

 
1,772

 
—

 
2,062

 
(250
)
 
6/27/2013
 
1995

F-200


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Sovereign Bank
 
Linden
 
NJ
 
—

 
601

 
2,329

 
—

 
2,930

 
(255
)
 
1/8/2014
 
1945
Sovereign Bank
 
Kennett Square
 
PA
 
—

 
837

 
2,412

 
—

 
3,249

 
(265
)
 
1/8/2014
 
1963
Spaghetti Warehouse
 
Marietta
 
GA
 
—

 
800

 
276

 
—

 
1,076

 
(39
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Aurora
 
IL
 
—

 
480

 
805

 
—

 
1,285

 
(114
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Elk Grove Village
 
IL
 
—

 
550

 
299

 
—

 
849

 
(42
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Oklahoma City
 
OK
 
—

 
570

 
1,193

 
—

 
1,763

 
(168
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Tulsa
 
OK
 
—

 
530

 
1,174

 
—

 
1,704

 
(165
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Memphis
 
TN
 
—

 
100

 
283

 
(357
)
 
26

 
—

 
6/27/2013
 
1995
Spaghetti Warehouse
 
Arlington
 
TX
 
—

 
630

 
1,400

 
—

 
2,030

 
(197
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Dallas
 
TX
 
—

 
810

 
1,656

 
—

 
2,466

 
(233
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Houston
 
TX
 
—

 
980

 
2,284

 
—

 
3,264

 
(322
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
Plano
 
TX
 
—

 
540

 
1,060

 
—

 
1,600

 
(149
)
 
6/27/2013
 
1995
Spaghetti Warehouse
 
San Antonio
 
TX
 
—

 
1,140

 
1,434

 
—

 
2,574

 
(202
)
 
6/27/2013
 
1995
Sports Wings
 
Sumter
 
SC
 
—

 
73

 
109

 
—

 
182

 
(14
)
 
7/31/2013
 
1988
Sprouts
 
Centennial
 
CO
 
—

 
1,581

 
6,394

 
—

 
7,975

 
(681
)
 
2/7/2014
 
2009
St. Luke's Urgent Care
 
Creve Coeur
 
MO
 
—

 
1,644

 
4,497

 
—

 
6,141

 
(495
)
 
2/7/2014
 
2010
Staples
 
Pensacola
 
FL
 
—

 
1,539

 
3,354

 
—

 
4,893

 
(289
)
 
2/7/2014
 
2010
Staples
 
Helena
 
MT
 
—

 
1,159

 
2,452

 
—

 
3,611

 
(225
)
 
2/7/2014
 
2012
Staples
 
Houston
 
TX
 
1,815

 
1,169

 
3,192

 
—

 
4,361

 
(277
)
 
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

 
7

 
10,414

 
(760
)
 
2/7/2014
 
1999
Stop & Shop
 
Levittown
 
PA
 
12,795

 
4,716

 
9,955

 
—

 
14,671

 
(1,056
)
 
11/5/2013
 
1995
Stop & Shop
 
Cranston
 
RI
 
—

 
4,309

 
—

 
—

 
4,309

 
—

 
2/7/2014
 
2011
Stripes
 
Portales
 
NM
 
—

 
306

 
2,595

 
—

 
2,901

 
(295
)
 
2/7/2014
 
2010
Stripes
 
Andrews
 
TX
 
—

 
406

 
2,302

 
—

 
2,708

 
(372
)
 
2/15/2013
 
2008
Stripes
 
Brady
 
TX
 
—

 
203

 
3,205

 
—

 
3,408

 
(335
)
 
2/7/2014
 
2007
Stripes
 
Brownsville
 
TX
 
—

 
613

 
3,195

 
—

 
3,808

 
(342
)
 
2/7/2014
 
2007
Stripes
 
Carrizo Springs
 
TX
 
—

 
496

 
2,526

 
—

 
3,022

 
(295
)
 
2/7/2014
 
2010
Stripes
 
Corpus Christi
 
TX
 
—

 
681

 
2,047

 
—

 
2,728

 
(223
)
 
2/7/2014
 
2007
Stripes
 
Corpus Christi
 
TX
 
—

 
1,011

 
3,125

 
—

 
4,136

 
(337
)
 
2/7/2014
 
2007
Stripes
 
Corpus Christi
 
TX
 
—

 
803

 
3,109

 
—

 
3,912

 
(335
)
 
2/7/2014
 
2007
Stripes
 
Eagle Pass
 
TX
 
—

 
762

 
2,453

 
—

 
3,215

 
(268
)
 
2/7/2014
 
2009

F-201


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Stripes
 
Edinburg
 
TX
 
—

 
1,286

 
1,546

 
—

 
2,832

 
(171
)
 
2/7/2014
 
1999
Stripes
 
Edinburg
 
TX
 
—

 
488

 
2,499

 
—

 
2,987

 
(289
)
 
2/7/2014
 
2007
Stripes
 
Edinburg
 
TX
 
—

 
450

 
2,818

 
—

 
3,268

 
(273
)
 
2/7/2014
 
2007
Stripes
 
Fort Stockton
 
TX
 
—

 
1,237

 
3,812

 
—

 
5,049

 
(480
)
 
2/7/2014
 
2010
Stripes
 
Haskell
 
TX
 
—

 
143

 
2,554

 
—

 
2,697

 
(288
)
 
2/7/2014
 
2010
Stripes
 
Houston
 
TX
 
—

 
1,204

 
2,069

 
—

 
3,273

 
(218
)
 
2/7/2014
 
2007
Stripes
 
La Feria
 
TX
 
—

 
219

 
1,970

 
—

 
2,189

 
(318
)
 
2/15/2013
 
2008
Stripes
 
Laredo
 
TX
 
—

 
581

 
2,367

 
—

 
2,948

 
(272
)
 
2/7/2014
 
2010
Stripes
 
Laredo
 
TX
 
—

 
626

 
2,338

 
—

 
2,964

 
(274
)
 
2/7/2014
 
2010
Stripes
 
Midland
 
TX
 
—

 
1,098

 
4,857

 
—

 
5,955

 
(518
)
 
2/7/2014
 
2006
Stripes
 
Mission
 
TX
 
—

 
742

 
550

 
—

 
1,292

 
(57
)
 
2/7/2014
 
1986
Stripes
 
Mission
 
TX
 
—

 
1,007

 
3,178

 
—

 
4,185

 
(319
)
 
2/7/2014
 
2003
Stripes
 
Odessa
 
TX
 
—

 
301

 
2,895

 
—

 
3,196

 
(313
)
 
2/7/2014
 
2011
Stripes
 
Odessa
 
TX
 
—

 
803

 
3,596

 
—

 
4,399

 
(559
)
 
2/7/2014
 
1998
Stripes
 
Pharr
 
TX
 
—

 
281

 
2,531

 
—

 
2,812

 
(409
)
 
2/15/2013
 
1995
Stripes
 
Ranchito
 
TX
 
—

 
498

 
2,671

 
—

 
3,169

 
(284
)
 
2/7/2014
 
2010
Stripes
 
Rio Hondo
 
TX
 
—

 
293

 
2,640

 
—

 
2,933

 
(426
)
 
2/15/2013
 
2008
Stripes
 
San Angelo
 
TX
 
—

 
772

 
4,025

 
—

 
4,797

 
(430
)
 
2/7/2014
 
1997
Stripes
 
San Angelo
 
TX
 
—

 
1,006

 
3,277

 
—

 
4,283

 
(352
)
 
2/7/2014
 
2007
Subway
 
Knoxville
 
TN
 
—

 
160

 
349

 
—

 
509

 
(48
)
 
6/27/2013
 
1995
Sun Trust Bank
 
Coral Springs
 
FL
 
—

 
654

 
1,525

 
—

 
2,179

 
(221
)
 
4/12/2013
 
1996
Sun Trust Bank
 
Destin
 
FL
 
—

 
572

 
1,717

 
—

 
2,289

 
(249
)
 
4/12/2013
 
1998
Sun Trust Bank
 
Dunedin
 
FL
 
—

 
479

 
1,917

 
—

 
2,396

 
(287
)
 
3/22/2013
 
1995
Sun Trust Bank
 
Dunnellon
 
FL
 
—

 
82

 
463

 
—

 
545

 
(69
)
 
3/22/2013
 
1980
Sun Trust Bank
 
Hudson
 
FL
 
—

 
448

 
1,345

 
—

 
1,793

 
(201
)
 
3/22/2013
 
1995
Sun Trust Bank
 
Kissimmee
 
FL
 
—

 
1,167

 
778

 
—

 
1,945

 
(113
)
 
4/12/2013
 
1981
Sun Trust Bank
 
Lake Wales
 
FL
 
—

 
671

 
671

 
—

 
1,342

 
(100
)
 
3/22/2013
 
1988
Sun Trust Bank
 
Lakeland
 
FL
 
—

 
598

 
1,110

 
—

 
1,708

 
(161
)
 
4/12/2013
 
1988
Sun Trust Bank
 
Melbourne
 
FL
 
—

 
464

 
1,392

 
—

 
1,856

 
(202
)
 
4/12/2013
 
1987
Sun Trust Bank
 
Miami
 
FL
 
—

 
1,393

 
1,140

 
—

 
2,533

 
(165
)
 
4/12/2013
 
1982
Sun Trust Bank
 
North Port
 
FL
 
—

 
460

 
1,381

 
—

 
1,841

 
(207
)
 
3/22/2013
 
1982
Sun Trust Bank
 
Orlando
 
FL
 
—

 
805

 
1,208

 
—

 
2,013

 
(175
)
 
4/12/2013
 
1988

F-202


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Sun Trust Bank
 
Palm Harbor
 
FL
 
—

 
535

 
1,249

 
—

 
1,784

 
(181
)
 
4/12/2013
 
1994
Sun Trust Bank
 
Pensacola
 
FL
 
—

 
886

 
725

 
—

 
1,611

 
(105
)
 
4/12/2013
 
1979
Sun Trust Bank
 
Plant City
 
FL
 
—

 
751

 
1,753

 
—

 
2,504

 
(262
)
 
3/22/2013
 
2000
Sun Trust Bank
 
Port Orange
 
FL
 
—

 
590

 
1,095

 
—

 
1,685

 
(164
)
 
3/22/2013
 
1989
Sun Trust Bank
 
Port Orange
 
FL
 
—

 
563

 
1,314

 
—

 
1,877

 
(197
)
 
3/22/2013
 
1982
Sun Trust Bank
 
S. Daytona Beach
 
FL
 
—

 
592

 
1,099

 
—

 
1,691

 
(159
)
 
4/12/2013
 
1985
Sun Trust Bank
 
Tallahassee
 
FL
 
—

 
828

 
1,933

 
—

 
2,761

 
(280
)
 
4/12/2013
 
1991
Sun Trust Bank
 
West Palm Beach
 
FL
 
—

 
1,026

 
1,026

 
—

 
2,052

 
(153
)
 
3/22/2013
 
1981
Sun Trust Bank
 
Atlanta
 
GA
 
—

 
1,018

 
1,527

 
—

 
2,545

 
(222
)
 
4/12/2013
 
1965
Sun Trust Bank
 
Atlanta
 
GA
 
—

 
1,435

 
478

 
—

 
1,913

 
(69
)
 
4/12/2013
 
1970
Sun Trust Bank
 
Bowdon
 
GA
 
—

 
416

 
1,247

 
—

 
1,663

 
(187
)
 
3/22/2013
 
1900
Sun Trust Bank
 
Dunwoody
 
GA
 
—

 
1,784

 
1,460

 
—

 
3,244

 
(218
)
 
3/22/2013
 
1972
Sun Trust Bank
 
Jesup
 
GA
 
—

 
184

 
1,657

 
—

 
1,841

 
(248
)
 
3/22/2013
 
1964
Sun Trust Bank
 
Roswell
 
GA
 
—

 
1,425

 
950

 
—

 
2,375

 
(138
)
 
4/12/2013
 
1988
Sun Trust Bank
 
St. Simons Island
 
GA
 
—

 
1,363

 
734

 
—

 
2,097

 
(110
)
 
3/22/2013
 
1975
Sun Trust Bank
 
Annapolis
 
MD
 
—

 
2,653

 
2,170

 
—

 
4,823

 
(286
)
 
7/23/2013
 
1976
Sun Trust Bank
 
Ellicott City
 
MD
 
—

 
1,728

 
931

 
—

 
2,659

 
(139
)
 
3/22/2013
 
1975
Sun Trust Bank
 
Frederick
 
MD
 
—

 
991

 
991

 
—

 
1,982

 
(144
)
 
4/26/2013
 
1880
Sun Trust Bank
 
Waldorf
 
MD
 
—

 
523

 
2,962

 
—

 
3,485

 
(443
)
 
3/22/2013
 
1964
Sun Trust Bank
 
Belmont
 
NC
 
—

 
616

 
924

 
—

 
1,540

 
(138
)
 
3/22/2013
 
1970
Sun Trust Bank
 
Burlington
 
NC
 
—

 
446

 
545

 
—

 
991

 
(79
)
 
4/12/2013
 
1995
Sun Trust Bank
 
Carrboro
 
NC
 
—

 
512

 
512

 
—

 
1,024

 
(74
)
 
4/12/2013
 
1980
Sun Trust Bank
 
Concord
 
NC
 
—

 
707

 
707

 
—

 
1,414

 
(103
)
 
4/12/2013
 
1988
Sun Trust Bank
 
Durham
 
NC
 
—

 
747

 
1,388

 
—

 
2,135

 
(201
)
 
4/12/2013
 
1973
Sun Trust Bank
 
Greensboro
 
NC
 
—

 
403

 
748

 
—

 
1,151

 
(109
)
 
4/12/2013
 
1962
Sun Trust Bank
 
Lexington
 
NC
 
—

 
447

 
831

 
—

 
1,278

 
(121
)
 
4/12/2013
 
2001
Sun Trust Bank
 
Matthews
 
NC
 
—

 
382

 
382

 
—

 
764

 
(57
)
 
3/22/2013
 
1971
Sun Trust Bank
 
Mocksville
 
NC
 
—

 
978

 
2,933

 
—

 
3,911

 
(439
)
 
3/22/2013
 
2000
Sun Trust Bank
 
Monroe
 
NC
 
—

 
204

 
1,837

 
—

 
2,041

 
(267
)
 
4/12/2013
 
1920
Sun Trust Bank
 
Oakboro
 
NC
 
—

 
360

 
540

 
—

 
900

 
(71
)
 
7/23/2013
 
1970
Sun Trust Bank
 
Raleigh
 
NC
 
—

 
658

 
658

 
—

 
1,316

 
(98
)
 
3/22/2013
 
1977
Sun Trust Bank
 
Yadkinville
 
NC
 
—

 
200

 
371

 
—

 
571

 
(54
)
 
4/12/2013
 
1975

F-203


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Sun Trust Bank
 
Zebulon
 
NC
 
—

 
515

 
630

 
—

 
1,145

 
(94
)
 
3/22/2013
 
1972
Sun Trust Bank
 
Anderson
 
SC
 
—

 
574

 
1,065

 
—

 
1,639

 
(159
)
 
3/22/2013
 
1998
Sun Trust Bank
 
Belton
 
SC
 
—

 
473

 
578

 
—

 
1,051

 
(84
)
 
4/12/2013
 
1967
Sun Trust Bank
 
Travelers Rest
 
SC
 
—

 
746

 
746

 
—

 
1,492

 
(108
)
 
4/12/2013
 
1995
Sun Trust Bank
 
Chattanooga
 
TN
 
—

 
223

 
1,263

 
—

 
1,486

 
(189
)
 
3/22/2013
 
1953
Sun Trust Bank
 
La Vergne
 
TN
 
—

 
171

 
209

 
—

 
380

 
(31
)
 
3/22/2013
 
1985
Sun Trust Bank
 
Madison
 
TN
 
—

 
286

 
1,143

 
—

 
1,429

 
(171
)
 
3/22/2013
 
1953
Sun Trust Bank
 
Nashville
 
TN
 
—

 
567

 
305

 
—

 
872

 
(40
)
 
7/23/2013
 
1954
Sun Trust Bank
 
Nashville
 
TN
 
—

 
1,598

 
1,308

 
—

 
2,906

 
(190
)
 
4/12/2013
 
1992
Sun Trust Bank
 
Nashville
 
TN
 
—

 
613

 
613

 
—

 
1,226

 
(89
)
 
4/12/2013
 
1970
Sun Trust Bank
 
Cheriton
 
VA
 
—

 
90

 
510

 
—

 
600

 
(76
)
 
3/22/2013
 
1975
Sun Trust Bank
 
Lynchburg
 
VA
 
—

 
251

 
466

 
—

 
717

 
(70
)
 
3/22/2013
 
1973
Sun Trust Bank
 
Norfolk
 
VA
 
—

 
656

 
437

 
—

 
1,093

 
(63
)
 
4/12/2013
 
1990
Sun Trust Bank
 
Petersburg
 
VA
 
—

 
102

 
306

 
—

 
408

 
(44
)
 
4/12/2013
 
1975
Sun Trust Bank
 
Richmond
 
VA
 
—

 
277

 
416

 
—

 
693

 
(62
)
 
3/22/2013
 
1959
Sun Trust Bank
 
Richmond
 
VA
 
—

 
224

 
2,012

 
—

 
2,236

 
(292
)
 
4/12/2013
 
1909
Sun Trust Bank
 
Rocky Mount
 
VA
 
—

 
265

 
1,504

 
—

 
1,769

 
(212
)
 
5/22/2013
 
1961
Sunbelt Rental
 
Mabelvale
 
AR
 
—

 
240

 
894

 
—

 
1,134

 
(70
)
 
6/4/2014
 
2006
Sunbelt Rental
 
Memphis
 
TN
 
—

 
365

 
929

 
3

 
1,297

 
(67
)
 
9/26/2014
 
1995
Sunoco
 
Merritt Island
 
FL
 
—

 
540

 
2,162

 
—

 
2,702

 
(158
)
 
5/19/2014
 
2009
Sunset Valley Homestead
 
Sunset Valley
 
TX
 
17,338

 
14,283

 
28,351

 
16

 
42,650

 
(2,682
)
 
2/7/2014
 
2007
Superior Energy Services
 
Gainesville
 
TX
 
—

 
284

 
10,475

 
(3
)
 
10,756

 
(2,272
)
 
7/24/2014
 
1982
Sweet Tomato
 
Coral Springs
 
FL
 
—

 
790

 
1,625

 
—

 
2,415

 
(229
)
 
6/27/2013
 
1995
Synovus Bank
 
Tampa
 
FL
 
—

 
985

 
2,298

 
—

 
3,283

 
(375
)
 
12/31/2012
 
1959
Sysmex
 
Lincolnshire
 
IL
 
22,500

 
4,143

 
36,987

 
—

 
41,130

 
(3,379
)
 
2/7/2014
 
2010
Taco Bell
 
Albertville
 
AL
 
—

 
419

 
778

 
—

 
1,197

 
(101
)
 
7/31/2013
 
1995
Taco Bell
 
Anniston
 
AL
 
—

 
80

 
609

 
—

 
689

 
(86
)
 
6/27/2013
 
2000
Taco Bell
 
Cullman
 
AL
 
—

 
375

 
1,053

 
—

 
1,428

 
(148
)
 
6/27/2013
 
1995
Taco Bell
 
Daphne
 
AL
 
—

 
180

 
1,278

 
—

 
1,458

 
(174
)
 
6/27/2013
 
1995
Taco Bell
 
Dora
 
AL
 
—

 
348

 
813

 
—

 
1,161

 
(105
)
 
7/31/2013
 
1995
Taco Bell
 
Foley
 
AL
 
—

 
360

 
1,460

 
—

 
1,820

 
(199
)
 
6/27/2013
 
1995
Taco Bell
 
Hartselle
 
AL
 
—

 
378

 
781

 
—

 
1,159

 
(110
)
 
6/27/2013
 
1995

F-204


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Taco Bell
 
Jasper
 
AL
 
—

 
445

 
814

 
—

 
1,259

 
(115
)
 
6/27/2013
 
1995
Taco Bell
 
Mobile
 
AL
 
—

 
160

 
1,973

 
—

 
2,133

 
(269
)
 
6/27/2013
 
1995
Taco Bell
 
Saraland
 
AL
 
—

 
150

 
1,063

 
—

 
1,213

 
(145
)
 
6/27/2013
 
1995
Taco Bell
 
Warrior
 
AL
 
—

 
364

 
675

 
—

 
1,039

 
(88
)
 
7/31/2013
 
1995
Taco Bell
 
Winfield
 
AL
 
—

 
278

 
834

 
—

 
1,112

 
(108
)
 
7/31/2013
 
1995
Taco Bell
 
Corona
 
CA
 
—

 
306

 
1,138

 
—

 
1,444

 
(160
)
 
6/27/2013
 
1990
Taco Bell
 
Fairfield
 
CA
 
—

 
500

 
1,327

 
—

 
1,827

 
(187
)
 
6/27/2013
 
1985
Taco Bell
 
Fontana
 
CA
 
—

 
524

 
1,016

 
—

 
1,540

 
(143
)
 
6/27/2013
 
1992
Taco Bell
 
Montclair
 
CA
 
—

 
322

 
900

 
—

 
1,222

 
(127
)
 
6/27/2013
 
1996
Taco Bell
 
Moreno Valley
 
CA
 
—

 
367

 
998

 
—

 
1,365

 
(141
)
 
6/27/2013
 
1992
Taco Bell
 
Rancho Cucamonga
 
CA
 
—

 
415

 
1,210

 
—

 
1,625

 
(170
)
 
6/27/2013
 
1992
Taco Bell
 
Rubidoux
 
CA
 
—

 
415

 
1,223

 
—

 
1,638

 
(172
)
 
6/27/2013
 
1992
Taco Bell
 
Suisun City
 
CA
 
—

 
355

 
1,419

 
—

 
1,774

 
(184
)
 
7/31/2013
 
1986
Taco Bell
 
Vacaville
 
CA
 
—

 
522

 
1,513

 
—

 
2,035

 
(213
)
 
6/27/2013
 
1985
Taco Bell
 
Vacaville
 
CA
 
—

 
1,184

 
1,375

 
—

 
2,559

 
(194
)
 
6/27/2013
 
1994
Taco Bell
 
Pensacola
 
FL
 
—

 
140

 
1,897

 
—

 
2,037

 
(258
)
 
6/27/2013
 
1995
Taco Bell
 
Jacksonville
 
FL
 
—

 
440

 
1,167

 
—

 
1,607

 
(159
)
 
6/27/2013
 
1995
Taco Bell
 
Jacksonville
 
FL
 
—

 
340

 
1,383

 
—

 
1,723

 
(188
)
 
6/27/2013
 
1995
Taco Bell
 
Augusta
 
GA
 
—

 
220

 
1,292

 
—

 
1,512

 
(176
)
 
6/27/2013
 
1995
Taco Bell
 
Hephzibah
 
GA
 
—

 
330

 
930

 
—

 
1,260

 
(127
)
 
6/27/2013
 
1995
Taco Bell
 
Jesup
 
GA
 
—

 
230

 
715

 
—

 
945

 
(97
)
 
6/27/2013
 
1995
Taco Bell
 
Kennesaw
 
GA
 
—

 
162

 
601

 
—

 
763

 
(85
)
 
6/27/2013
 
1984
Taco Bell
 
Waycross
 
GA
 
—

 
170

 
1,115

 
—

 
1,285

 
(152
)
 
6/27/2013
 
1995
Taco Bell
 
Marion
 
IN
 
—

 
496

 
921

 
—

 
1,417

 
(119
)
 
7/31/2013
 
1994
Taco Bell
 
Crawfordsville
 
IN
 
—

 
234

 
934

 
—

 
1,168

 
(121
)
 
7/31/2013
 
1991
Taco Bell
 
Frankfort
 
IN
 
—

 
99

 
893

 
—

 
992

 
(116
)
 
7/31/2013
 
1985
Taco Bell
 
Hartford City
 
IN
 
—

 
99

 
889

 
—

 
988

 
(115
)
 
7/31/2013
 
1978
Taco Bell
 
Kokomo
 
IN
 
—

 
199

 
798

 
—

 
997

 
(103
)
 
7/31/2013
 
1993
Taco Bell
 
Lafayette
 
IN
 
—

 
304

 
912

 
—

 
1,216

 
(118
)
 
7/31/2013
 
1990
Taco Bell
 
Lebanon
 
IN
 
—

 
337

 
1,348

 
—

 
1,685

 
(175
)
 
7/31/2013
 
1983
Taco Bell
 
Noblesville
 
IN
 
—

 
363

 
545

 
—

 
908

 
(71
)
 
7/31/2013
 
2005
Taco Bell
 
Tipton
 
IN
 
—

 
104

 
936

 
—

 
1,040

 
(121
)
 
7/31/2013
 
1998

F-205


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Taco Bell
 
North Corbin
 
KY
 
—

 
139

 
1,082

 
—

 
1,221

 
(152
)
 
6/27/2013
 
1995
Taco Bell
 
Detroit
 
MI
 
—

 
124

 
704

 
—

 
828

 
(91
)
 
7/31/2013
 
1989
Taco Bell
 
St. Louis
 
MO
 
—

 
190

 
1,951

 
—

 
2,141

 
(232
)
 
6/27/2013
 
1995
Taco Bell
 
Wentzville
 
MO
 
—

 
410

 
1,168

 
—

 
1,578

 
(159
)
 
6/27/2013
 
1995
Taco Bell
 
Brunswick
 
OH
 
—

 
400

 
1,267

 
—

 
1,667

 
(173
)
 
6/27/2013
 
1995
Taco Bell
 
Dayton
 
OH
 
—

 
129

 
732

 
—

 
861

 
(95
)
 
7/31/2013
 
1995
Taco Bell
 
Hilliard
 
OH
 
—

 
424

 
787

 
(128
)
 
1,083

 
(20
)
 
7/31/2013
 
1991
Taco Bell
 
Marysville
 
OH
 
—

 
412

 
618

 
(103
)
 
927

 
(16
)
 
7/31/2013
 
1992
Taco Bell
 
North Olmstead
 
OH
 
—

 
390

 
904

 
—

 
1,294

 
(123
)
 
6/27/2013
 
1995
Taco Bell
 
Pickerington
 
OH
 
—

 
470

 
705

 
(118
)
 
1,057

 
(18
)
 
7/31/2013
 
1991
Taco Bell
 
Westerville
 
OH
 
—

 
354

 
827

 
(130
)
 
1,051

 
(21
)
 
7/31/2013
 
1992
Taco Bell
 
Kingston
 
TN
 
—

 
280

 
714

 
—

 
994

 
(97
)
 
6/27/2013
 
1995
Taco Bell
 
Dallas
 
TX
 
—

 
400

 
1,225

 
—

 
1,625

 
(167
)
 
6/27/2013
 
1995
Taco Bell / KFC
 
Texarkana
 
AR
 
—

 
111

 
630

 
—

 
741

 
(82
)
 
7/31/2013
 
1980
Taco Bell / KFC
 
Minden
 
LA
 
—

 
274

 
639

 
—

 
913

 
(83
)
 
7/31/2013
 
1995
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
343

 
514

 
—

 
857

 
(67
)
 
7/31/2013
 
1995
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
616

 
753

 
—

 
1,369

 
(98
)
 
7/31/2013
 
1995
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
427

 
522

 
—

 
949

 
(68
)
 
7/31/2013
 
1997
Taco Bell / KFC
 
Shreveport
 
LA
 
—

 
352

 
528

 
—

 
880

 
(68
)
 
7/31/2013
 
1998
Taco Bell / KFC
 
Dunkirk
 
NY
 
—

 
800

 
978

 
—

 
1,778

 
(127
)
 
7/31/2013
 
2000
Taco Bell / KFC
 
Geneva
 
NY
 
—

 
569

 
695

 
—

 
1,264

 
(90
)
 
7/31/2013
 
1999
Taco Bell / KFC
 
Canonsburg
 
PA
 
—

 
176

 
1,586

 
—

 
1,762

 
(206
)
 
7/31/2013
 
1996
Taco Bell / KFC
 
Pittsburgh
 
PA
 
—

 
180

 
269

 
3

 
452

 
(32
)
 
10/1/2013
 
1995
Taco Bell / KFC
 
Mount Pleasant
 
TX
 
—

 
106

 
952

 
—

 
1,058

 
(123
)
 
7/31/2013
 
1992
Taco Bell / KFC
 
New Boston
 
TX
 
—

 
125

 
1,127

 
—

 
1,252

 
(146
)
 
7/31/2013
 
1995
Taco Bell / KFC
 
Green Bay
 
WI
 
—

 
470

 
574

 
—

 
1,044

 
(74
)
 
7/31/2013
 
1986
Taco Bell / KFC
 
Milwaukee
 
WI
 
—

 
533

 
1,055

 
—

 
1,588

 
(149
)
 
6/27/2013
 
1978
Taco Bell / KFC
 
Benwood
 
WV
 
—

 
123

 
287

 
4

 
414

 
(34
)
 
10/1/2013
 
1995
Taco Bell / Pizza Hut
 
Dallas
 
TX
 
—

 
420

 
1,582

 
—

 
2,002

 
(216
)
 
6/27/2013
 
1995
Taco Bueno
 
Hutchinson
 
KS
 
—

 
561

 
841

 
—

 
1,402

 
(109
)
 
7/31/2013
 
2000
Taco Bueno
 
Belton
 
MO
 
—

 
476

 
701

 
—

 
1,177

 
(99
)
 
6/27/2013
 
2006
Taco Bueno
 
Springfield
 
MO
 
—

 
753

 
753

 
—

 
1,506

 
(98
)
 
7/31/2013
 
2006

F-206


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Taco Bueno
 
Arlington
 
TX
 
—

 
597

 
895

 
—

 
1,492

 
(116
)
 
7/31/2013
 
2000
Taco Bueno
 
Frisco
 
TX
 
—

 
601

 
577

 
—

 
1,178

 
(81
)
 
6/27/2013
 
2000
Taco Bueno
 
Lubbock
 
TX
 
—

 
228

 
561

 
—

 
789

 
(79
)
 
6/27/2013
 
2000
Taco Bueno
 
N. Richland Hills
 
TX
 
—

 
423

 
567

 
—

 
990

 
(80
)
 
6/27/2013
 
2000
Taco Bueno
 
Waco
 
TX
 
—

 
595

 
892

 
—

 
1,487

 
(116
)
 
7/31/2013
 
1995
Taco Bueno
 
Waco
 
TX
 
—

 
595

 
893

 
—

 
1,488

 
(116
)
 
7/31/2013
 
2000
Taco Cabana
 
Austin
 
TX
 
—

 
700

 
2,105

 
—

 
2,805

 
(287
)
 
6/27/2013
 
1995
Taco Cabana
 
Pasadena
 
TX
 
—

 
420

 
1,420

 
—

 
1,840

 
(193
)
 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
600

 
1,955

 
—

 
2,555

 
(266
)
 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
500

 
1,740

 
—

 
2,240

 
(237
)
 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
280

 
1,695

 
—

 
1,975

 
(231
)
 
6/27/2013
 
1995
Taco Cabana
 
San Antonio
 
TX
 
—

 
500

 
1,766

 
—

 
2,266

 
(241
)
 
6/27/2013
 
1995
Taco Cabana
 
Schertz
 
TX
 
—

 
520

 
1,408

 
—

 
1,928

 
(192
)
 
6/27/2013
 
1995
Talbots
 
Hingham
 
MA
 
23,363

 
3,009

 
27,080

 
—

 
30,089

 
(3,430
)
 
5/24/2013
 
1980
Talbots
 
Lakeville
 
MA
 
22,508

 
6,302

 
25,209

 
—

 
31,511

 
(4,037
)
 
5/17/2013
 
1987
TCF Bank
 
Crystal
 
MN
 
—

 
640

 
642

 
—

 
1,282

 
(85
)
 
6/27/2013
 
1995
TD Bank
 
Falmouth
 
ME
 
19,608

 
4,057

 
23,689

 
(500
)
 
27,246

 
(3,116
)
 
3/18/2013
 
2002
Teva Pharmaceuticals
 
Malvern
 
PA
 
—

 
2,666

 
40,981

 
—

 
43,647

 
(4,153
)
 
11/5/2013
 
1999
Texas Roadhouse
 
Cedar Rapids
 
IA
 
—

 
430

 
2,194

 
—

 
2,624

 
(309
)
 
6/27/2013
 
1995
Texas Roadhouse
 
Ammon
 
ID
 
—

 
490

 
1,206

 
—

 
1,696

 
(170
)
 
6/27/2013
 
1995
Texas Roadhouse
 
Shively
 
KY
 
—

 
540

 
2,055

 
—

 
2,595

 
(290
)
 
6/27/2013
 
1995
Texas Roadhouse
 
Concord
 
NC
 
—

 
650

 
2,130

 
—

 
2,780

 
(300
)
 
6/27/2013
 
1995
Texas Roadhouse
 
Gastonia
 
NC
 
—

 
570

 
1,544

 
—

 
2,114

 
(218
)
 
6/27/2013
 
1995
Texas Roadhouse
 
Hickory
 
NC
 
—

 
580

 
1,831

 
—

 
2,411

 
(258
)
 
6/27/2013
 
1995
Texas Roadhouse
 
College Station
 
TX
 
—

 
670

 
2,299

 
—

 
2,969

 
(324
)
 
6/27/2013
 
1995
Texas Roadhouse
 
Grand Prairie
 
TX
 
—

 
780

 
1,867

 
—

 
2,647

 
(263
)
 
6/27/2013
 
1995
Texas Roadhouse
 
Kenosha
 
WI
 
—

 
1,061

 
1,835

 
(14
)
 
2,882

 
(267
)
 
6/27/2013
 
2001
TGI Fridays
 
Royal Palm Beach
 
FL
 
—

 
1,530

 
1,530

 
—

 
3,060

 
(224
)
 
7/31/2013
 
2001
TGI Fridays
 
Ann Arbor
 
MI
 
—

 
547

 
1,640

 
—

 
2,187

 
(240
)
 
7/31/2013
 
1998
TGI Fridays
 
Kentwood
 
MI
 
—

 
281

 
2,533

 
—

 
2,814

 
(370
)
 
7/31/2013
 
1983
TGI Fridays
 
Novi
 
MI
 
—

 
1,042

 
1,042

 
—

 
2,084

 
(152
)
 
7/31/2013
 
1994
TGI Fridays
 
Blasdell
 
NY
 
—

 
1,215

 
1,913

 
—

 
3,128

 
(279
)
 
6/27/2013
 
2000

F-207


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
TGI Fridays
 
Homestead
 
PA
 
—

 
970

 
3,455

 
(870
)
 
3,555

 
(88
)
 
6/27/2013
 
1995
TGI Fridays
 
Warwick
 
RI
 
—

 
1,228

 
2,775

 
(1,252
)
 
2,751

 
(59
)
 
6/27/2013
 
1983
The Fresh Market
 
Winston-Salem
 
NC
 
—

 
196

 
4,562

 
—

 
4,758

 
(408
)
 
2/7/2014
 
2007
The Medicines Co.
 
Parsippany
 
NJ
 
27,700

 
5,150

 
50,051

 
125

 
55,326

 
(4,345
)
 
2/7/2014
 
2009
The Shoppes at Port Arthur
 
Port Arthur
 
TX
 
8,077

 
3,331

 
14,992

 
—

 
18,323

 
(1,403
)
 
2/7/2014
 
2008
The UPS Store
 
Elizabethtown
 
KY
 
—

 
1,460

 
10,336

 
778

 
12,574

 
(1,416
)
 
9/24/2013
 
2001
The Vitamin Shoppe
 
Evergreen Park
 
IL
 
—

 
476

 
1,427

 
—

 
1,903

 
(217
)
 
4/19/2013
 
2012
The Vitamin Shoppe
 
Ashland
 
VA
 
—

 
2,399

 
19,663

 
—

 
22,062

 
(2,549
)
 
11/5/2013
 
2013
Thorntons Oil
 
Bloomington
 
IL
 
—

 
1,184

 
733

 
—

 
1,917

 
(92
)
 
2/7/2014
 
1992
Thorntons Oil
 
Franklin Park
 
IL
 
—

 
1,403

 
1,882

 
—

 
3,285

 
(211
)
 
2/7/2014
 
1989
Thorntons Oil
 
Joliet
 
IL
 
—

 
953

 
2,539

 
—

 
3,492

 
(282
)
 
2/7/2014
 
2000
Thorntons Oil
 
Oaklawn
 
IL
 
—

 
1,203

 
898

 
278

 
2,379

 
(109
)
 
2/7/2014
 
1994
Thorntons Oil
 
Ottawa
 
IL
 
—

 
565

 
2,003

 
—

 
2,568

 
(230
)
 
2/7/2014
 
2006
Thorntons Oil
 
Plainfield
 
IL
 
—

 
862

 
1,338

 
—

 
2,200

 
(158
)
 
2/7/2014
 
1995
Thorntons Oil
 
Roselle
 
IL
 
—

 
661

 
2,194

 
—

 
2,855

 
(236
)
 
2/7/2014
 
1996
Thorntons Oil
 
South Elgin
 
IL
 
—

 
1,239

 
1,688

 
—

 
2,927

 
(207
)
 
2/7/2014
 
1995
Thorntons Oil
 
Springfield
 
IL
 
—

 
926

 
2,514

 
—

 
3,440

 
(315
)
 
2/7/2014
 
1994
Thorntons Oil
 
Summit
 
IL
 
—

 
2,233

 
109

 
—

 
2,342

 
(14
)
 
2/7/2014
 
2000
Thorntons Oil
 
Waukegan
 
IL
 
—

 
875

 
1,421

 
—

 
2,296

 
(160
)
 
2/7/2014
 
1999
Thorntons Oil
 
Westmont
 
IL
 
—

 
760

 
3,069

 
—

 
3,829

 
(328
)
 
2/7/2014
 
1997
Thorntons Oil
 
Clarksville
 
IN
 
—

 
1,319

 
687

 
—

 
2,006

 
(92
)
 
2/7/2014
 
2005
Thorntons Oil
 
Edinburgh
 
IN
 
—

 
685

 
1,505

 
—

 
2,190

 
(171
)
 
2/7/2014
 
1996
Thorntons Oil
 
Evansville
 
IN
 
—

 
467

 
1,479

 
—

 
1,946

 
(170
)
 
2/7/2014
 
1987
Thorntons Oil
 
Evansville
 
IN
 
—

 
602

 
1,398

 
—

 
2,000

 
(160
)
 
2/7/2014
 
1990
Thorntons Oil
 
Jeffersonville
 
IN
 
—

 
1,233

 
1,533

 
—

 
2,766

 
(187
)
 
2/7/2014
 
1995
Thorntons Oil
 
Terre Haute
 
IN
 
—

 
732

 
1,829

 
—

 
2,561

 
(213
)
 
2/7/2014
 
1995
Thorntons Oil
 
Henderson
 
KY
 
—

 
659

 
3,271

 
—

 
3,930

 
(365
)
 
2/7/2014
 
1971
Thorntons Oil
 
Henderson
 
KY
 
—

 
483

 
1,778

 
—

 
2,261

 
(182
)
 
2/7/2014
 
2007
Thorntons Oil
 
Louisville
 
KY
 
—

 
637

 
1,680

 
—

 
2,317

 
(170
)
 
2/7/2014
 
1994
Thorntons Oil
 
Shelbyville
 
KY
 
—

 
299

 
2,036

 
—

 
2,335

 
(219
)
 
2/7/2014
 
1991
Thorntons Oil
 
Galloway
 
OH
 
—

 
547

 
1,550

 
—

 
2,097

 
(169
)
 
2/7/2014
 
1998
Tiffany & Co.
 
Parsippany
 
NJ
 
—

 
2,248

 
81,081

 
—

 
83,329

 
(10,510
)
 
11/5/2013
 
1997

F-208


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Tilted Kilt
 
Hendersonville
 
TN
 
—

 
310

 
763

 
—

 
1,073

 
(107
)
 
6/27/2013
 
1995
Time Warner Cable
 
Milwaukee
 
WI
 
18,750

 
3,081

 
22,512

 
—

 
25,593

 
(2,766
)
 
11/5/2013
 
2001
Tire Kingdom
 
Auburndale
 
FL
 
1,205

 
609

 
1,571

 
—

 
2,180

 
(161
)
 
2/7/2014
 
2010
Tire Kingdom
 
Dublin
 
OH
 
717

 
373

 
1,119

 
—

 
1,492

 
(241
)
 
4/30/2012
 
2003
Tire Kingdom
 
Greenville
 
SC
 
—

 
499

 
1,367

 
—

 
1,866

 
(142
)
 
3/28/2014
 
1997
Tire Warehouse
 
Fitchburg
 
MA
 
—

 
203

 
704

 
—

 
907

 
(101
)
 
6/27/2013
 
1982
Tire Warehouse
 
Bangor
 
ME
 
—

 
289

 
1,400

 
—

 
1,689

 
(200
)
 
6/27/2013
 
1977
Tires Plus
 
Duluth
 
GA
 
—

 
777

 
1,259

 
—

 
2,036

 
(139
)
 
2/21/2014
 
2001
TitleMax
 
Gainesville
 
GA
 
—

 
221

 
270

 
—

 
491

 
(39
)
 
7/31/2013
 
2007
TJ Maxx
 
Philadelphia
 
PA
 
—

 
9,889

 
84,953

 
—

 
94,842

 
(11,012
)
 
11/5/2013
 
2001
T-Mobile
 
Nashville
 
TN
 
—

 
1,190

 
15,847

 
—

 
17,037

 
(1,791
)
 
11/5/2013
 
2002
Tommy Addison's
 
Edgewood
 
FL
 
—

 
366

 
447

 
—

 
813

 
(65
)
 
7/31/2013
 
2003
Toys R Us
 
Coral Springs
 
FL
 
—

 
4,264

 
5,289

 
—

 
9,553

 
(499
)
 
2/7/2014
 
2010
Tractor Supply
 
Oneonta
 
AL
 
—

 
359

 
1,438

 
—

 
1,797

 
(186
)
 
4/18/2013
 
1983
Tractor Supply
 
Summerdale
 
AL
 
1,202

 
276

 
2,470

 
—

 
2,746

 
(207
)
 
2/7/2014
 
2010
Tractor Supply
 
Tuscaloosa
 
AL
 
—

 
746

 
1,979

 
—

 
2,725

 
(165
)
 
2/7/2014
 
2012
Tractor Supply
 
Little Rock
 
AR
 
1,500

 
930

 
2,035

 
—

 
2,965

 
(170
)
 
2/7/2014
 
2009
Tractor Supply
 
Auburn
 
CA
 
—

 
1,175

 
2,901

 
—

 
4,076

 
(250
)
 
2/7/2014
 
2012
Tractor Supply
 
Dixon
 
CA
 
2,962

 
1,619

 
4,044

 
—

 
5,663

 
(351
)
 
2/7/2014
 
2007
Tractor Supply
 
Jackson
 
CA
 
—

 
1,209

 
3,640

 
—

 
4,849

 
(299
)
 
2/7/2014
 
2012
Tractor Supply
 
Los Banos
 
CA
 
3,469

 
1,213

 
3,638

 
—

 
4,851

 
(499
)
 
2/28/2013
 
2009
Tractor Supply
 
Middletown
 
DE
 
—

 
1,487

 
3,293

 
—

 
4,780

 
(265
)
 
2/7/2014
 
2007
Tractor Supply
 
Mims
 
FL
 
—

 
310

 
2,787

 
—

 
3,097

 
(293
)
 
10/10/2013
 
2012
Tractor Supply
 
Bainbridge
 
GA
 
—

 
687

 
2,445

 
—

 
3,132

 
(196
)
 
2/7/2014
 
2008
Tractor Supply
 
Rincon
 
GA
 
—

 
978

 
2,016

 
—

 
2,994

 
(162
)
 
2/7/2014
 
2007
Tractor Supply
 
Alton
 
IL
 
1,404

 
565

 
3,062

 
58

 
3,685

 
(250
)
 
2/7/2014
 
2008
Tractor Supply
 
Mishawaka
 
IN
 
—

 
620

 
2,683

 
—

 
3,303

 
(221
)
 
2/7/2014
 
2011
Tractor Supply
 
Sellersburg
 
IN
 
1,433

 
762

 
2,146

 
—

 
2,908

 
(183
)
 
2/7/2014
 
2010
Tractor Supply
 
St. John
 
IN
 
2,247

 
1,715

 
3,397

 
—

 
5,112

 
(297
)
 
2/7/2014
 
2007
Tractor Supply
 
Lawrence
 
KS
 
1,377

 
361

 
2,637

 
—

 
2,998

 
(222
)
 
2/7/2014
 
2010
Tractor Supply
 
Topeka
 
KS
 
1,678

 
446

 
1,785

 
—

 
2,231

 
(172
)
 
5/19/2014
 
2006
Tractor Supply
 
Glasgow
 
KY
 
—

 
453

 
1,812

 
—

 
2,265

 
(172
)
 
5/19/2014
 
2005

F-209


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Tractor Supply
 
Grayson
 
KY
 
—

 
540

 
2,709

 
—

 
3,249

 
(226
)
 
2/7/2014
 
2011
Tractor Supply
 
Paducah
 
KY
 
—

 
393

 
1,574

 
—

 
1,967

 
(153
)
 
5/19/2014
 
1995
Tractor Supply
 
Gray
 
LA
 
2,049

 
550

 
2,202

 
—

 
2,752

 
(354
)
 
8/7/2012
 
2011
Tractor Supply
 
Belchertown
 
MA
 
1,823

 
1,148

 
3,179

 
—

 
4,327

 
(276
)
 
2/7/2014
 
2009
Tractor Supply
 
Millbury
 
MA
 
—

 
806

 
3,094

 
—

 
3,900

 
(218
)
 
6/26/2014
 
2013
Tractor Supply
 
Southwick
 
MA
 
2,428

 
1,601

 
3,583

 
—

 
5,184

 
(309
)
 
2/7/2014
 
2008
Tractor Supply
 
Augusta
 
ME
 
1,423

 
530

 
2,756

 
—

 
3,286

 
(237
)
 
2/7/2014
 
2009
Tractor Supply
 
Jonesville
 
MI
 
—

 
267

 
2,364

 
—

 
2,631

 
(211
)
 
3/28/2014
 
2005
Tractor Supply
 
Negaunee
 
MI
 
—

 
488

 
1,953

 
—

 
2,441

 
(330
)
 
6/12/2012
 
2010
Tractor Supply
 
Jefferson City
 
MO
 
1,125

 
490

 
1,877

 
—

 
2,367

 
(156
)
 
2/7/2014
 
2009
Tractor Supply
 
Nixa
 
MO
 
1,346

 
476

 
2,040

 
—

 
2,516

 
(174
)
 
2/7/2014
 
2009
Tractor Supply
 
Sedalia
 
MO
 
1,090

 
480

 
1,782

 
—

 
2,262

 
(155
)
 
2/7/2014
 
2010
Tractor Supply
 
Troy
 
MO
 
1,286

 
730

 
2,587

 
—

 
3,317

 
(212
)
 
2/7/2014
 
2009
Tractor Supply
 
Union
 
MO
 
1,404

 
589

 
3,012

 
13

 
3,614

 
(240
)
 
2/7/2014
 
2008
Tractor Supply
 
Franklin
 
NC
 
1,480

 
434

 
2,629

 
—

 
3,063

 
(220
)
 
2/7/2014
 
2009
Tractor Supply
 
Murphy
 
NC
 
1,402

 
990

 
2,090

 
—

 
3,080

 
(183
)
 
2/7/2014
 
2010
Tractor Supply
 
Plaistow
 
NH
 
—

 
638

 
2,552

 
—

 
3,190

 
(269
)
 
10/10/2013
 
2012
Tractor Supply
 
Plymouth
 
NH
 
2,074

 
424

 
2,430

 
16

 
2,870

 
(359
)
 
11/29/2012
 
2011
Tractor Supply
 
Allentown
 
NJ
 
—

 
697

 
3,949

 
—

 
4,646

 
(745
)
 
1/27/2012
 
2008
Tractor Supply
 
Sicklerville
 
NJ
 
—

 
1,931

 
4,302

 
—

 
6,233

 
(348
)
 
2/7/2014
 
2009
Tractor Supply
 
Farmington
 
NM
 
—

 
1,091

 
2,194

 
—

 
3,285

 
(196
)
 
3/28/2014
 
2012
Tractor Supply
 
Roswell
 
NM
 
—

 
947

 
2,181

 
—

 
3,128

 
(185
)
 
2/7/2014
 
2009
Tractor Supply
 
Silver City
 
NM
 
—

 
716

 
2,380

 
—

 
3,096

 
(213
)
 
3/28/2014
 
2012
Tractor Supply
 
Macedon
 
NY
 
—

 
168

 
1,591

 
—

 
1,759

 
(136
)
 
4/29/2014
 
1992
Tractor Supply
 
Hamilton
 
OH
 
932

 
675

 
1,472

 
—

 
2,147

 
(178
)
 
2/7/2014
 
1975
Tractor Supply
 
Wauseon
 
OH
 
1,374

 
931

 
2,128

 
—

 
3,059

 
(189
)
 
2/7/2014
 
2007
Tractor Supply
 
Chickasha
 
OK
 
—

 
599

 
2,056

 
—

 
2,655

 
(190
)
 
3/28/2014
 
2014
Tractor Supply
 
Glenpool
 
OK
 
1,180

 
359

 
2,447

 
—

 
2,806

 
(201
)
 
2/7/2014
 
2009
Tractor Supply
 
Stillwater
 
OK
 
1,205

 
205

 
2,715

 
—

 
2,920

 
(222
)
 
2/7/2014
 
2009
Tractor Supply
 
Gibsonia
 
PA
 
1,648

 
1,044

 
2,778

 
—

 
3,822

 
(236
)
 
2/7/2014
 
2009
Tractor Supply
 
Columbia
 
SC
 
—

 
952

 
2,222

 
—

 
3,174

 
(179
)
 
2/7/2014
 
2011
Tractor Supply
 
Irmo
 
SC
 
—

 
725

 
2,171

 
—

 
2,896

 
(182
)
 
2/7/2014
 
2009

F-210


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Tractor Supply
 
Ballinger
 
TX
 
1,248

 
476

 
2,477

 
—

 
2,953

 
(197
)
 
2/7/2014
 
2010
Tractor Supply
 
Del Rio
 
TX
 
—

 
927

 
2,044

 
—

 
2,971

 
(167
)
 
2/7/2014
 
2009
Tractor Supply
 
Edinburg
 
TX
 
—

 
768

 
3,163

 
—

 
3,931

 
(250
)
 
2/7/2014
 
2009
Tractor Supply
 
Kenedy
 
TX
 
1,212

 
309

 
2,372

 
—

 
2,681

 
(188
)
 
2/7/2014
 
2010
Tractor Supply
 
Pearsall
 
TX
 
1,192

 
318

 
2,551

 
—

 
2,869

 
(204
)
 
2/7/2014
 
2009
Tractor Supply
 
Rio Grande
 
TX
 
—

 
469

 
1,095

 
—

 
1,564

 
(185
)
 
6/19/2012
 
1993
Tractor Supply
 
Woodstock
 
VA
 
—

 
524

 
2,098

 
—

 
2,622

 
(194
)
 
5/19/2014
 
2004
Trader Joe's
 
Sarasota
 
FL
 
—

 
1,646

 
5,416

 
—

 
7,062

 
(536
)
 
2/7/2014
 
2012
Trader Joe's
 
Lexington
 
KY
 
—

 
2,287

 
3,795

 
—

 
6,082

 
(392
)
 
2/7/2014
 
2012
Tumbleweed
 
Terre Haute
 
IN
 
—

 
434

 
1,303

 
—

 
1,737

 
(191
)
 
7/31/2013
 
1997
Tumbleweed
 
Louisville
 
KY
 
—

 
468

 
1,404

 
—

 
1,872

 
(205
)
 
7/31/2013
 
2001
Tumbleweed
 
Mayesville
 
KY
 
—

 
353

 
823

 
—

 
1,176

 
(120
)
 
7/31/2013
 
2000
Tumbleweed
 
Owensboro
 
KY
 
—

 
355

 
1,420

 
—

 
1,775

 
(208
)
 
7/31/2013
 
1997
Tumbleweed
 
Bellefontaine
 
OH
 
—

 
234

 
938

 
—

 
1,172

 
(137
)
 
7/31/2013
 
1999
Tumbleweed
 
Springfield
 
OH
 
—

 
549

 
1,280

 
—

 
1,829

 
(187
)
 
7/31/2013
 
1998
Tumbleweed
 
Wooster
 
OH
 
—

 
342

 
799

 
—

 
1,141

 
(117
)
 
7/31/2013
 
1997
Tumbleweed
 
Zanesville
 
OH
 
—

 
639

 
1,491

 
—

 
2,130

 
(218
)
 
7/31/2013
 
1998
Tutor Time
 
Downingtown
 
PA
 
—

 
205

 
2,788

 
—

 
2,993

 
(272
)
 
2/7/2014
 
1998
Tutor Time
 
Austin
 
TX
 
—

 
417

 
1,861

 
—

 
2,278

 
(192
)
 
2/7/2014
 
2000
Ulta Salon
 
Jonesboro
 
AR
 
—

 
742

 
2,289

 
—

 
3,031

 
(204
)
 
2/7/2014
 
2013
Ulta Salon
 
Fort Gratiot
 
MI
 
—

 
164

 
2,083

 
—

 
2,247

 
(191
)
 
2/7/2014
 
2012
Ulta Salon
 
Jackson
 
TN
 
1,454

 
547

 
2,123

 
—

 
2,670

 
(194
)
 
2/7/2014
 
2010
United Technologies
 
Bradenton
 
FL
 
10,050

 
2,692

 
17,973

 
—

 
20,665

 
(1,437
)
 
2/7/2014
 
2004
University Plaza
 
Flagstaff
 
AZ
 
—

 
4,727

 
18,087

 
28

 
22,842

 
(2,189
)
 
2/7/2014
 
1982
US Bank
 
Alsip
 
IL
 
—

 
226

 
1,280

 
—

 
1,506

 
(391
)
 
8/1/2010
 
1981
US Bank
 
Calumet City
 
IL
 
334

 
168

 
393

 
—

 
561

 
(78
)
 
4/26/2012
 
1975
US Bank
 
Chicago
 
IL
 
172

 
189

 
81

 
—

 
270

 
(16
)
 
4/26/2012
 
1990
US Bank
 
Chicago
 
IL
 
—

 
267

 
1,511

 
—

 
1,778

 
(462
)
 
8/1/2010
 
1923
US Bank
 
Chicago
 
IL
 
—

 
191

 
1,082

 
—

 
1,273

 
(331
)
 
8/1/2010
 
1979
US Bank
 
Chicago Heights
 
IL
 
—

 
182

 
1,637

 
—

 
1,819

 
(259
)
 
1/24/2013
 
1996
US Bank
 
Elmwood Park
 
IL
 
—

 
431

 
2,441

 
—

 
2,872

 
(711
)
 
8/1/2010
 
1984
US Bank
 
Evergreen Park
 
IL
 
—

 
167

 
944

 
—

 
1,111

 
(289
)
 
8/1/2010
 
1984

F-211


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
US Bank
 
Lyons
 
IL
 
—

 
214

 
1,212

 
—

 
1,426

 
(370
)
 
8/1/2010
 
1959
US Bank
 
Olympia Fields
 
IL
 
1,292

 
426

 
1,704

 
—

 
2,130

 
(339
)
 
4/26/2012
 
1974
US Bank
 
Orland Hills
 
IL
 
2,646

 
1,253

 
2,327

 
—

 
3,580

 
(379
)
 
12/14/2012
 
1995
US Bank
 
Westchester
 
IL
 
—

 
366

 
853

 
—

 
1,219

 
(131
)
 
2/22/2013
 
1986
US Bank
 
Wilmington
 
IL
 
—

 
330

 
1,872

 
—

 
2,202

 
(536
)
 
8/1/2010
 
1966
US Bank
 
Fayetteville
 
NC
 
—

 
608

 
1,741

 
—

 
2,349

 
(156
)
 
2/7/2014
 
2012
US Bank
 
Garfield Height
 
OH
 
—

 
165

 
1,016

 
—

 
1,181

 
(120
)
 
1/8/2014
 
1958
USG Corporation
 
Libertyville
 
IL
 
14,807

 
2,593

 
10,283

 
—

 
12,876

 
(951
)
 
3/28/2014
 
1965
VA Clinic
 
Oceanside
 
CA
 
27,750

 
9,489

 
33,812

 
105

 
43,406

 
(2,905
)
 
2/7/2014
 
2010
Vacant
 
Monticello
 
AR
 
—

 
43

 
36

 
—

 
79

 
(5
)
 
6/27/2013
 
1982
Vacant
 
Washington
 
DC
 
—

 
338

 
84

 
—

 
422

 
(11
)
 
7/31/2013
 
1985
Vacant
 
Jacksonville
 
FL
 
—

 
1,721

 
2,629

 
(2,988
)
 
1,362

 
(25
)
 
6/27/2013
 
1999
Vacant
 
Monticello
 
FL
 
—

 
115

 
195

 
(134
)
 
176

 
(3
)
 
6/27/2013
 
1987
Vacant
 
Starke
 
FL
 
—

 
383

 
419

 
(415
)
 
387

 
(6
)
 
6/27/2013
 
1995
Vacant
 
Stockbridge
 
GA
 
—

 
422

 
2,391

 
(1,130
)
 
1,683

 
(41
)
 
7/31/2013
 
1987
Vacant
 
Moscow
 
ID
 
—

 
350

 
1,110

 
(708
)
 
752

 
(17
)
 
6/27/2013
 
1995
Vacant
 
Bloomington
 
IL
 
—

 
270

 
1,375

 
—

 
1,645

 
(194
)
 
6/27/2013
 
1995
Vacant
 
Ottawa
 
IL
 
1,768

 
376

 
—

 
—

 
376

 
—

 
2/21/2014
 
1995
Vacant
 
Evansville
 
IN
 
—

 
640

 
944

 
(574
)
 
1,010

 
(19
)
 
6/27/2013
 
1995
Vacant
 
Alexandria
 
LA
 
—

 
82

 
245

 
(93
)
 
234

 
(5
)
 
7/31/2013
 
1985
Vacant
 
Adrian
 
MI
 
—

 
265

 
—

 
—

 
265

 
—

 
6/27/2013
 
1995
Vacant
 
Ann Arbor
 
MI
 
—

 
119

 
367

 
(236
)
 
250

 
—

 
6/27/2013
 
1991
Vacant
 
Detroit
 
MI
 
—

 
501

 
612

 
(920
)
 
193

 
(3
)
 
7/31/2013
 
1984
Vacant
 
Detroit
 
MI
 
—

 
105

 
421

 
(171
)
 
355

 
—

 
7/31/2013
 
1986
Vacant
 
Grossepointewoods
 
MI
 
—

 
140

 
1,046

 
(785
)
 
401

 
(11
)
 
6/27/2013
 
1995
Vacant
 
Jenison
 
MI
 
—

 
233

 
349

 
(230
)
 
352

 
(6
)
 
7/31/2013
 
1994
Vacant
 
Monroe
 
MI
 
—

 
220

 
—

 
—

 
220

 
—

 
6/27/2013
 
1995
Vacant
 
Natchez
 
MS
 
—

 
225

 
674

 
(574
)
 
325

 
(7
)
 
7/31/2013
 
1973
Vacant
 
Albemarle
 
NC
 
—

 
483

 
457

 
(493
)
 
447

 
(7
)
 
6/27/2013
 
1995
Vacant
 
Charlotte
 
NC
 
18,430

 
5,106

 
13,270

 
—

 
18,376

 
(691
)
 
11/5/2013
 
1973
Vacant
 
Greensboro
 
NC
 
8,597

 
1,020

 
—

 
(178
)
 
842

 
—

 
2/21/2014
 
1995
Vacant
 
Albuquerque
 
NM
 
—

 
217

 
246

 
—

 
463

 
(35
)
 
6/27/2013
 
1987

F-212


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Vacant
 
Belen
 
NM
 
—

 
94

 
94

 
(36
)
 
152

 
(2
)
 
6/27/2013
 
1980
Vacant
 
Las Vegas
 
NV
 
—

 
680

 
1,533

 
—

 
2,213

 
(209
)
 
6/27/2013
 
1995
Vacant
 
Grand Island
 
NY
 
—

 
38

 
101

 
—

 
139

 
(15
)
 
6/27/2013
 
1979
Vacant
 
Moraine
 
OH
 
—

 
87

 
148

 
—

 
235

 
(12
)
 
6/27/2013
 
1995
Vacant
 
Richfield
 
OH
 
10,065

 
1,414

 
—

 
—

 
1,414

 
—

 
2/21/2014
 
1995
Vacant
 
The Dalles
 
OR
 
—

 
201

 
802

 
(486
)
 
517

 
(34
)
 
7/31/2013
 
1994
Vacant
 
Dickson City
 
PA
 
—

 
640

 
1,897

 
(1,362
)
 
1,175

 
(28
)
 
6/27/2013
 
1995
Vacant
 
Indiana
 
PA
 
—

 
676

 
1,255

 
(920
)
 
1,011

 
(21
)
 
7/31/2013
 
2000
Vacant
 
Red Bank
 
TN
 
—

 
215

 
323

 
(339
)
 
199

 
(3
)
 
7/31/2013
 
1975
Vacant
 
Brownsville
 
TX
 
—

 
604

 
2,302

 
(1,915
)
 
991

 
(25
)
 
6/27/2013
 
1995
Vacant
 
Houston
 
TX
 
19,525

 
2,356

 
36,347

 
—

 
38,703

 
(3,765
)
 
11/5/2013
 
2009
Vacant
 
Houston
 
TX
 
—

 
300

 
244

 
—

 
544

 
(33
)
 
6/27/2013
 
1995
Vacant
 
Irving
 
TX
 
—

 
522

 
512

 
(235
)
 
799

 
(10
)
 
6/27/2013
 
1995
Vacant
 
The Woodlands
 
TX
 
8,238

 
5,219

 
19,196

 
235

 
24,650

 
(460
)
 
11/17/2014
 
2014
Vacant
 
Roanoke
 
VA
 
19,621

 
1,182

 
4,819

 
—

 
6,001

 
(237
)
 
11/5/2013
 
1970
Vacant
 
Roanoke
 
VA
 
—

 
176

 
327

 
(244
)
 
259

 
(5
)
 
7/31/2013
 
1987
Vacant
 
Brookfield
 
WI
 
1,352

 
50

 
84

 
45

 
179

 
(17
)
 
2/21/2014
 
1967
Vanguard Car Rental
 
College Park
 
GA
 
8,625

 
1,561

 
6,244

 
—

 
7,805

 
(720
)
 
5/19/2014
 
2002
Velox Insurance
 
Woodstock
 
GA
 
—

 
155

 
127

 
—

 
282

 
(19
)
 
7/31/2013
 
1988
Verizon Wireless
 
Statesville
 
NC
 
—

 
207

 
459

 
27

 
693

 
(66
)
 
6/27/2013
 
1993
Volusia Square
 
Daytona Beach
 
FL
 
16,556

 
4,598

 
28,511

 
—

 
33,109

 
(2,929
)
 
2/7/2014
 
1986
Waffle House
 
Cocoa
 
FL
 
—

 
150

 
279

 
—

 
429

 
(36
)
 
7/31/2013
 
1986
Walgreens
 
Birmingham
 
AL
 
1,549

 
996

 
3,005

 
—

 
4,001

 
(338
)
 
2/7/2014
 
1999
Walgreens
 
Wetumpka
 
AL
 
—

 
547

 
3,102

 
—

 
3,649

 
(721
)
 
2/22/2012
 
2007
Walgreens
 
Kingman
 
AZ
 
2,979

 
669

 
5,726

 
—

 
6,395

 
(595
)
 
2/7/2014
 
2009
Walgreens
 
Peoria
 
AZ
 
—

 
837

 
1,953

 
—

 
2,790

 
(337
)
 
2/27/2013
 
1996
Walgreens
 
Phoenix
 
AZ
 
—

 
1,037

 
1,927

 
—

 
2,964

 
(323
)
 
3/26/2013
 
1999
Walgreens
 
Tucson
 
AZ
 
—

 
1,234

 
5,143

 
—

 
6,377

 
(533
)
 
2/7/2014
 
2003
Walgreens
 
Tucson
 
AZ
 
2,910

 
1,406

 
3,571

 
—

 
4,977

 
(378
)
 
2/7/2014
 
2004
Walgreens
 
Coalinga
 
CA
 
2,800

 
396

 
3,568

 
—

 
3,964

 
(901
)
 
10/11/2011
 
2008
Walgreens
 
Lancaster
 
CA
 
2,719

 
859

 
4,246

 
—

 
5,105

 
(482
)
 
2/7/2014
 
2009
Walgreens
 
Boulder
 
CO
 
—

 
898

 
3,198

 
—

 
4,096

 
(348
)
 
3/31/2014
 
2000

F-213


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Walgreens
 
Castle Rock
 
CO
 
3,953

 
1,581

 
3,689

 
—

 
5,270

 
(544
)
 
7/11/2013
 
2002
Walgreens
 
Denver
 
CO
 
3,350

 
—

 
4,050

 
—

 
4,050

 
(597
)
 
7/2/2013
 
2008
Walgreens
 
Pueblo
 
CO
 
—

 
519

 
2,971

 
—

 
3,490

 
(312
)
 
2/7/2014
 
2003
Walgreens
 
Orlando
 
FL
 
—

 
1,007

 
1,869

 
—

 
2,876

 
(257
)
 
9/30/2013
 
1996
Walgreens
 
Acworth
 
GA
 
—

 
1,583

 
2,940

 
—

 
4,523

 
(522
)
 
1/25/2013
 
2012
Walgreens
 
Decatur
 
GA
 
—

 
1,746

 
3,337

 
—

 
5,083

 
(350
)
 
2/7/2014
 
2001
Walgreens
 
Grayson
 
GA
 
2,720

 
947

 
3,748

 
—

 
4,695

 
(387
)
 
2/7/2014
 
2004
Walgreens
 
Union City
 
GA
 
—

 
909

 
3,841

 
—

 
4,750

 
(396
)
 
2/7/2014
 
2005
Walgreens
 
Warner Robins
 
GA
 
—

 
1,099

 
3,069

 
—

 
4,168

 
(331
)
 
2/7/2014
 
2007
Walgreens
 
Dubuque
 
IA
 
—

 
638

 
3,905

 
—

 
4,543

 
(402
)
 
2/7/2014
 
2008
Walgreens
 
Muscatine
 
IA
 
—

 
676

 
3,243

 
—

 
3,919

 
(340
)
 
2/7/2014
 
2001
Walgreens
 
Twin Falls
 
ID
 
2,418

 
1,156

 
3,896

 
—

 
5,052

 
(421
)
 
2/7/2014
 
2009
Walgreens
 
Cahokia
 
IL
 
—

 
394

 
1,577

 
95

 
2,066

 
(181
)
 
5/19/2014
 
1994
Walgreens
 
Chicago
 
IL
 
—

 
1,212

 
2,829

 
—

 
4,041

 
(502
)
 
1/30/2013
 
1999
Walgreens
 
Chicago
 
IL
 
—

 
1,617

 
3,003

 
—

 
4,620

 
(533
)
 
1/30/2013
 
1995
Walgreens
 
Chicago
 
IL
 
—

 
952

 
3,235

 
—

 
4,187

 
(332
)
 
2/7/2014
 
2003
Walgreens
 
Chicago
 
IL
 
—

 
911

 
4,830

 
—

 
5,741

 
(484
)
 
2/7/2014
 
2000
Walgreens
 
Loves Park
 
IL
 
—

 
943

 
3,528

 
—

 
4,471

 
(361
)
 
2/7/2014
 
2008
Walgreens
 
Machesney Park
 
IL
 
—

 
822

 
3,727

 
—

 
4,549

 
(391
)
 
2/7/2014
 
2008
Walgreens
 
Matteson
 
IL
 
2,450

 
416

 
4,070

 
—

 
4,486

 
(401
)
 
2/7/2014
 
2008
Walgreens
 
South Elgin
 
IL
 
2,247

 
1,710

 
3,208

 
—

 
4,918

 
(343
)
 
2/7/2014
 
2002
Walgreens
 
St. Charles
 
IL
 
2,016

 
1,472

 
3,262

 
—

 
4,734

 
(334
)
 
2/7/2014
 
2002
Walgreens
 
Anderson
 
IN
 
2,717

 
807

 
3,227

 
—

 
4,034

 
(670
)
 
7/31/2012
 
2001
Walgreens
 
Lafayette
 
IN
 
2,350

 
626

 
4,183

 
—

 
4,809

 
(388
)
 
2/7/2014
 
2008
Walgreens
 
South Bend
 
IN
 
3,101

 
1,240

 
5,015

 
—

 
6,255

 
(538
)
 
2/7/2014
 
2006
Walgreens
 
Lawrence
 
KS
 
—

 
588

 
2,351

 
—

 
2,939

 
(255
)
 
5/19/2014
 
1992
Walgreens
 
Olathe
 
KS
 
—

 
1,258

 
3,774

 
—

 
5,032

 
(557
)
 
7/25/2013
 
2002
Walgreens
 
Wichita
 
KS
 
—

 
385

 
4,286

 
—

 
4,671

 
(443
)
 
2/7/2014
 
2000
Walgreens
 
Frankfort
 
KY
 
—

 
911

 
3,643

 
—

 
4,554

 
(847
)
 
2/8/2012
 
2006
Walgreens
 
Madisonville
 
KY
 
—

 
1,085

 
2,857

 
(14
)
 
3,928

 
(315
)
 
2/7/2014
 
2007
Walgreens
 
Shereveport
 
LA
 
—

 
619

 
3,509

 
—

 
4,128

 
(816
)
 
2/22/2012
 
2003
Walgreens
 
Framingham
 
MA
 
3,028

 
2,103

 
4,770

 
—

 
6,873

 
(486
)
 
2/7/2014
 
2007

F-214


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Walgreens
 
Baltimore
 
MD
 
—

 
1,185

 
2,764

 
—

 
3,949

 
(394
)
 
8/6/2013
 
2000
Walgreens
 
Brooklyn Park
 
MD
 
—

 
1,416

 
4,160

 
—

 
5,576

 
(423
)
 
2/7/2014
 
2008
Walgreens
 
Augusta
 
ME
 
3,138

 
1,648

 
5,146

 
—

 
6,794

 
(560
)
 
2/7/2014
 
2007
Walgreens
 
Clarkston
 
MI
 
—

 
2,768

 
3,197

 
—

 
5,965

 
(338
)
 
2/7/2014
 
2000
Walgreens
 
Clinton
 
MI
 
—

 
1,463

 
3,413

 
—

 
4,876

 
(640
)
 
11/13/2012
 
2002
Walgreens
 
Dearborn Heights
 
MI
 
—

 
190

 
3,605

 
—

 
3,795

 
(586
)
 
4/1/2013
 
1998
Walgreens
 
Eastpointe
 
MI
 
—

 
668

 
2,672

 
—

 
3,340

 
(635
)
 
1/19/2012
 
1998
Walgreens
 
Lincoln Park
 
MI
 
5,494

 
1,041

 
5,896

 
—

 
6,937

 
(1,223
)
 
7/31/2012
 
2007
Walgreens
 
Livonia
 
MI
 
—

 
261

 
2,350

 
—

 
2,611

 
(382
)
 
4/1/2013
 
1998
Walgreens
 
Stevensville
 
MI
 
3,100

 
855

 
3,420

 
—

 
4,275

 
(846
)
 
11/28/2011
 
2007
Walgreens
 
Troy
 
MI
 
—

 
—

 
1,896

 
—

 
1,896

 
(346
)
 
12/12/2012
 
2000
Walgreens
 
Warren
 
MI
 
—

 
748

 
2,991

 
—

 
3,739

 
(561
)
 
11/21/2012
 
1999
Walgreens
 
North Mankato
 
MN
 
2,515

 
1,748

 
3,604

 
—

 
5,352

 
(385
)
 
2/7/2014
 
2008
Walgreens
 
Country Club Hills
 
MO
 
—

 
997

 
4,204

 
—

 
5,201

 
(407
)
 
2/7/2014
 
2009
Walgreens
 
Independence
 
MO
 
—

 
1,122

 
3,816

 
—

 
4,938

 
(404
)
 
2/7/2014
 
2001
Walgreens
 
Columbia
 
MS
 
3,091

 
452

 
4,072

 
—

 
4,524

 
(743
)
 
12/21/2012
 
2011
Walgreens
 
Greenwood
 
MS
 
—

 
561

 
3,181

 
—

 
3,742

 
(739
)
 
2/22/2012
 
2007
Walgreens
 
Jackson
 
MS
 
—

 
983

 
2,996

 
—

 
3,979

 
(351
)
 
2/18/2014
 
1998
Walgreens
 
Cape Carteret
 
NC
 
2,400

 
919

 
3,087

 
—

 
4,006

 
(323
)
 
2/7/2014
 
2008
Walgreens
 
Durham
 
NC
 
2,871

 
1,441

 
3,581

 
—

 
5,022

 
(417
)
 
2/7/2014
 
2010
Walgreens
 
Durham
 
NC
 
2,833

 
2,201

 
2,923

 
—

 
5,124

 
(370
)
 
2/7/2014
 
2008
Walgreens
 
Fayetteville
 
NC
 
—

 
860

 
4,263

 
—

 
5,123

 
(499
)
 
2/7/2014
 
2009
Walgreens
 
Laurinburg
 
NC
 
—

 
355

 
3,577

 
—

 
3,932

 
(396
)
 
2/26/2014
 
2013
Walgreens
 
Leland
 
NC
 
2,472

 
1,226

 
3,681

 
—

 
4,907

 
(396
)
 
2/7/2014
 
2008
Walgreens
 
Rocky Mount
 
NC
 
2,980

 
1,105

 
4,046

 
—

 
5,151

 
(481
)
 
2/7/2014
 
2009
Walgreens
 
Wilmington
 
NC
 
—

 
941

 
4,057

 
—

 
4,998

 
(460
)
 
2/7/2014
 
2010
Walgreens
 
Winterville
 
NC
 
3,009

 
578

 
5,322

 
—

 
5,900

 
(588
)
 
2/7/2014
 
2009
Walgreens
 
North Platte
 
NE
 
—

 
935

 
4,292

 
—

 
5,227

 
(463
)
 
2/7/2014
 
2009
Walgreens
 
Omaha
 
NE
 
2,562

 
1,316

 
4,122

 
—

 
5,438

 
(440
)
 
2/7/2014
 
2009
Walgreens
 
Papillion
 
NE
 
—

 
1,239

 
3,212

 
—

 
4,451

 
(337
)
 
2/7/2014
 
2009
Walgreens
 
Maplewood
 
NJ
 
4,700

 
1,071

 
6,071

 
—

 
7,142

 
(1,503
)
 
11/18/2011
 
2011
Walgreens
 
Albuquerque
 
NM
 
—

 
1,173

 
2,287

 
—

 
3,460

 
(245
)
 
2/7/2014
 
1996

F-215


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Walgreens
 
Las Vegas
 
NV
 
6,566

 
1,528

 
6,114

 
—

 
7,642

 
(1,330
)
 
5/30/2012
 
2009
Walgreens
 
Las Vegas
 
NV
 
—

 
700

 
2,801

 
—

 
3,501

 
(455
)
 
4/30/2013
 
2001
Walgreens
 
Lockport
 
NY
 
—

 
2,358

 
2,301

 
—

 
4,659

 
(237
)
 
4/21/2014
 
1998
Walgreens
 
Staten Island
 
NY
 
3,081

 
—

 
3,984

 
—

 
3,984

 
(1,006
)
 
10/5/2011
 
2007
Walgreens
 
Watertown
 
NY
 
—

 
2,937

 
2,664

 
—

 
5,601

 
(287
)
 
2/7/2014
 
2006
Walgreens
 
Akron
 
OH
 
1,684

 
664

 
1,548

 
—

 
2,212

 
(244
)
 
5/31/2013
 
1994
Walgreens
 
Bryan
 
OH
 
—

 
219

 
4,154

 
—

 
4,373

 
(966
)
 
2/22/2012
 
2007
Walgreens
 
Cleveland
 
OH
 
—

 
472

 
1,890

 
—

 
2,362

 
(184
)
 
5/19/2014
 
1994
Walgreens
 
Cleveland
 
OH
 
2,676

 
743

 
4,757

 
—

 
5,500

 
(512
)
 
2/7/2014
 
2008
Walgreens
 
Eaton
 
OH
 
3,068

 
398

 
3,586

 
—

 
3,984

 
(762
)
 
6/27/2012
 
2008
Walgreens
 
Liberty Township
 
OH
 
—

 
920

 
4,330

 
—

 
5,250

 
(456
)
 
2/7/2014
 
2011
Walgreens
 
Medina
 
OH
 
—

 
820

 
4,585

 
—

 
5,405

 
(465
)
 
2/7/2014
 
2001
Walgreens
 
New Albany
 
OH
 
—

 
919

 
3,424

 
—

 
4,343

 
(346
)
 
2/7/2014
 
2006
Walgreens
 
Xenia
 
OH
 
—

 
537

 
4,799

 
—

 
5,336

 
(504
)
 
2/7/2014
 
2009
Walgreens
 
Chickasha
 
OK
 
—

 
347

 
4,200

 
—

 
4,547

 
(431
)
 
2/7/2014
 
2007
Walgreens
 
Edmond
 
OK
 
2,240

 
697

 
4,288

 
—

 
4,985

 
(450
)
 
2/7/2014
 
2000
Walgreens
 
Stillwater
 
OK
 
—

 
368

 
4,368

 
—

 
4,736

 
(455
)
 
2/7/2014
 
2000
Walgreens
 
Tahlequah
 
OK
 
2,940

 
647

 
3,664

 
—

 
4,311

 
(650
)
 
1/2/2013
 
2008
Walgreens
 
Tulsa
 
OK
 
—

 
1,147

 
2,904

 
—

 
4,051

 
(304
)
 
2/7/2014
 
2001
Walgreens
 
Aibonito Pueblo
 
PR
 
5,695

 
1,855

 
5,566

 
—

 
7,421

 
(932
)
 
3/5/2013
 
2012
Walgreens
 
Las Piedras
 
PR
 
5,292

 
1,726

 
5,179

 
—

 
6,905

 
(842
)
 
4/3/2013
 
1995
Walgreens
 
Anderson
 
SC
 
—

 
835

 
3,342

 
—

 
4,177

 
(777
)
 
2/8/2012
 
2006
Walgreens
 
Easley
 
SC
 
3,686

 
1,206

 
3,617

 
—

 
4,823

 
(769
)
 
6/27/2012
 
2007
Walgreens
 
Fort Mill
 
SC
 
2,272

 
1,300

 
2,760

 
—

 
4,060

 
(324
)
 
2/7/2014
 
2010
Walgreens
 
Goose Creek
 
SC
 
—

 
1,190

 
3,827

 
—

 
5,017

 
(429
)
 
2/7/2014
 
2009
Walgreens
 
Greenville
 
SC
 
3,991

 
1,313

 
3,940

 
—

 
5,253

 
(837
)
 
6/27/2012
 
2006
Walgreens
 
Lancaster
 
SC
 
2,960

 
1,941

 
3,526

 
—

 
5,467

 
(419
)
 
2/7/2014
 
2009
Walgreens
 
Myrtle Beach
 
SC
 
—

 
—

 
2,077

 
—

 
2,077

 
(504
)
 
12/29/2011
 
2001
Walgreens
 
N. Charleston
 
SC
 
3,380

 
1,320

 
3,081

 
—

 
4,401

 
(655
)
 
6/27/2012
 
2007
Walgreens
 
Spearfish
 
SD
 
—

 
1,116

 
4,158

 
—

 
5,274

 
(440
)
 
2/7/2014
 
2008
Walgreens
 
Bartlett
 
TN
 
—

 
2,358

 
2,194

 
—

 
4,552

 
(228
)
 
2/7/2014
 
2001
Walgreens
 
Cordova
 
TN
 
2,254

 
1,005

 
2,345

 
—

 
3,350

 
(440
)
 
11/9/2012
 
2002

F-216


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Walgreens
 
Memphis
 
TN
 
2,418

 
896

 
2,687

 
—

 
3,583

 
(517
)
 
10/2/2012
 
2003
Walgreens
 
Anthony
 
TX
 
—

 
644

 
4,369

 
—

 
5,013

 
(432
)
 
2/7/2014
 
2008
Walgreens
 
Baytown
 
TX
 
2,463

 
953

 
4,299

 
—

 
5,252

 
(443
)
 
2/7/2014
 
2009
Walgreens
 
Denton
 
TX
 
—

 
1,184

 
3,726

 
—

 
4,910

 
(384
)
 
2/7/2014
 
2009
Walgreens
 
Houston
 
TX
 
—

 
491

 
1,965

 
—

 
2,456

 
(220
)
 
5/19/2014
 
1993
Walgreens
 
Fredericksburg
 
VA
 
—

 
2,320

 
3,789

 
—

 
6,109

 
(454
)
 
2/7/2014
 
2008
Walgreens
 
Portsmouth
 
VA
 
1,699

 
730

 
3,311

 
—

 
4,041

 
(422
)
 
11/5/2013
 
1998
Walgreens
 
Roanoke
 
VA
 
—

 
842

 
4,051

 
—

 
4,893

 
(433
)
 
2/7/2014
 
2009
Walgreens
 
Appleton
 
WI
 
1,867

 
975

 
3,047

 
—

 
4,022

 
(322
)
 
2/7/2014
 
2008
Walgreens
 
Appleton
 
WI
 
2,720

 
1,198

 
4,344

 
—

 
5,542

 
(462
)
 
2/7/2014
 
2008
Walgreens
 
Beloit
 
WI
 
2,184

 
721

 
3,653

 
—

 
4,374

 
(391
)
 
2/7/2014
 
2008
Walgreens
 
Janesville
 
WI
 
—

 
1,039

 
5,315

 
—

 
6,354

 
(559
)
 
2/7/2014
 
2008
Walgreens
 
Janesville
 
WI
 
2,222

 
593

 
4,009

 
—

 
4,602

 
(419
)
 
2/7/2014
 
2010
Walgreens
 
Bridgeport
 
WV
 
—

 
1,315

 
3,176

 
—

 
4,491

 
(354
)
 
2/18/2014
 
2011
Wal-Mart
 
Riverside
 
CA
 
55,000

 
14,163

 
71,926

 
—

 
86,089

 
(7,126
)
 
2/7/2014
 
2011
Wal-Mart
 
Pueblo
 
CO
 
8,250

 
2,586

 
12,512

 
—

 
15,098

 
(1,343
)
 
2/7/2014
 
1998
Wal-Mart
 
Douglasville
 
GA
 
—

 
3,559

 
17,588

 
—

 
21,147

 
(1,753
)
 
2/7/2014
 
1999
Wal-Mart
 
Valdosta
 
GA
 
—

 
3,909

 
9,447

 
—

 
13,356

 
(971
)
 
2/7/2014
 
1998
Wal-Mart
 
Cary
 
NC
 
—

 
2,314

 
5,550

 
—

 
7,864

 
(562
)
 
2/7/2014
 
2005
Wal-Mart
 
Albuquerque
 
NM
 
—

 
10,991

 
—

 
—

 
10,991

 
—

 
2/7/2014
 
2008
Wal-Mart
 
Las Vegas
 
NV
 
—

 
17,038

 
—

 
—

 
17,038

 
—

 
2/7/2014
 
2001
Wal-Mart
 
Lancaster
 
SC
 
—

 
2,714

 
11,677

 
—

 
14,391

 
(1,200
)
 
2/7/2014
 
1999
Wal-Mart
 
Oneida
 
TN
 
—

 
1,803

 
8,580

 
—

 
10,383

 
(860
)
 
2/7/2014
 
1999
WaWa
 
Gap
 
PA
 
—

 
561

 
5,054

 
—

 
5,615

 
(505
)
 
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

 
(422
)
 
6/25/2014
 
2012
Wells Fargo
 
Hillsboro
 
OR
 
13,500

 
10,480

 
19,287

 
—

 
29,767

 
(1,588
)
 
2/7/2014
 
1978
Wells Fargo
 
Bristol
 
PA
 
—

 
114

 
81

 
—

 
195

 
(11
)
 
1/8/2014
 
1818
Wells Fargo
 
Lebanon
 
PA
 
—

 
80

 
435

 
—

 
515

 
(49
)
 
1/8/2014
 
1995
Wendy's
 
Anniston
 
AL
 
—

 
454

 
591

 
—

 
1,045

 
(83
)
 
6/27/2013
 
1976
Wendy's
 
Auburn
 
AL
 
—

 
718

 
1,334

 
—

 
2,052

 
(173
)
 
7/31/2013
 
2000
Wendy's
 
Birmingham
 
AL
 
—

 
562

 
990

 
—

 
1,552

 
(140
)
 
6/27/2013
 
2005

F-217


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Homewood
 
AL
 
—

 
995

 
—

 
—

 
995

 
—

 
6/27/2013
 
1995
Wendy's
 
Phenix City
 
AL
 
—

 
529

 
1,178

 
—

 
1,707

 
(166
)
 
6/27/2013
 
1999
Wendy's
 
Arkadelphia
 
AR
 
—

 
225

 
633

 
—

 
858

 
(89
)
 
6/27/2013
 
1990
Wendy's
 
Batesville
 
AR
 
—

 
155

 
878

 
—

 
1,033

 
(114
)
 
7/31/2013
 
1995
Wendy's
 
Benton
 
AR
 
—

 
478

 
1,018

 
—

 
1,496

 
(143
)
 
6/27/2013
 
1993
Wendy's
 
Bentonville
 
AR
 
—

 
648

 
708

 
—

 
1,356

 
(100
)
 
6/27/2013
 
1993
Wendy's
 
Bryant
 
AR
 
—

 
529

 
575

 
—

 
1,104

 
(81
)
 
6/27/2013
 
1995
Wendy's
 
Cabot
 
AR
 
—

 
524

 
707

 
—

 
1,231

 
(100
)
 
6/27/2013
 
1991
Wendy's
 
Conway
 
AR
 
—

 
478

 
594

 
—

 
1,072

 
(84
)
 
6/27/2013
 
1985
Wendy's
 
Conway
 
AR
 
—

 
482

 
833

 
—

 
1,315

 
(117
)
 
6/27/2013
 
1994
Wendy's
 
Fayetteville
 
AR
 
—

 
408

 
830

 
—

 
1,238

 
(117
)
 
6/27/2013
 
1994
Wendy's
 
Fayetteville
 
AR
 
—

 
463

 
463

 
—

 
926

 
(60
)
 
7/31/2013
 
1989
Wendy's
 
Fort Smith
 
AR
 
—

 
195

 
1,186

 
(11
)
 
1,370

 
(167
)
 
6/27/2013
 
1995
Wendy's
 
Fort Smith
 
AR
 
—

 
63

 
1,016

 
—

 
1,079

 
(143
)
 
6/27/2013
 
1995
Wendy's
 
Hot Springs
 
AR
 
—

 
593

 
395

 
(662
)
 
326

 
(16
)
 
7/31/2013
 
1974
Wendy's
 
Little Rock
 
AR
 
—

 
278

 
878

 
—

 
1,156

 
(124
)
 
6/27/2013
 
1976
Wendy's
 
Little Rock
 
AR
 
—

 
762

 
258

 
(55
)
 
965

 
—

 
6/27/2013
 
1977
Wendy's
 
Little Rock
 
AR
 
—

 
990

 
623

 
—

 
1,613

 
(216
)
 
6/27/2013
 
1982
Wendy's
 
Little Rock
 
AR
 
—

 
605

 
463

 
—

 
1,068

 
(65
)
 
6/27/2013
 
1987
Wendy's
 
Little Rock
 
AR
 
—

 
501

 
501

 
—

 
1,002

 
(65
)
 
7/31/2013
 
1983
Wendy's
 
Little Rock
 
AR
 
—

 
773

 
773

 
—

 
1,546

 
(100
)
 
7/31/2013
 
1994
Wendy's
 
Little Rock
 
AR
 
—

 
532

 
650

 
—

 
1,182

 
(84
)
 
7/31/2013
 
1978
Wendy's
 
North Little Rock
 
AR
 
—

 
420

 
551

 
—

 
971

 
(78
)
 
6/27/2013
 
1978
Wendy's
 
Pine Bluff
 
AR
 
—

 
105

 
433

 
(409
)
 
129

 
(3
)
 
6/27/2013
 
1978
Wendy's
 
Pine Bluff
 
AR
 
—

 
221

 
1,022

 
—

 
1,243

 
(144
)
 
6/27/2013
 
1989
Wendy's
 
Rogers
 
AR
 
—

 
579

 
912

 
—

 
1,491

 
(129
)
 
6/27/2013
 
1995
Wendy's
 
Russellville
 
AR
 
—

 
356

 
638

 
—

 
994

 
(90
)
 
6/27/2013
 
1985
Wendy's
 
Searcy
 
AR
 
—

 
247

 
905

 
(731
)
 
421

 
(10
)
 
6/27/2013
 
1978
Wendy's
 
Springdale
 
AR
 
—

 
323

 
896

 
—

 
1,219

 
(126
)
 
6/27/2013
 
1994
Wendy's
 
Springdale
 
AR
 
—

 
410

 
821

 
—

 
1,231

 
(116
)
 
6/27/2013
 
1995
Wendy's
 
Stuttgart
 
AR
 
—

 
67

 
1,038

 
—

 
1,105

 
(146
)
 
6/27/2013
 
2001
Wendy's
 
Van Buren
 
AR
 
—

 
197

 
748

 
—

 
945

 
(105
)
 
6/27/2013
 
1994

F-218


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Payson
 
AZ
 
—

 
679

 
829

 
—

 
1,508

 
(108
)
 
7/31/2013
 
1986
Wendy's
 
Atascadero
 
CA
 
—

 
230

 
1,009

 
(364
)
 
875

 
(22
)
 
6/27/2013
 
1995
Wendy's
 
Camarillo
 
CA
 
—

 
320

 
2,253

 
—

 
2,573

 
(307
)
 
6/27/2013
 
1995
Wendy's
 
Paso Robles
 
CA
 
—

 
150

 
1,603

 
—

 
1,753

 
(218
)
 
6/27/2013
 
1995
Wendy's
 
Groton
 
CT
 
—

 
1,099

 
900

 
—

 
1,999

 
(117
)
 
7/31/2013
 
1978
Wendy's
 
North Haven
 
CT
 
—

 
729

 
610

 
(685
)
 
654

 
(9
)
 
6/27/2013
 
1980
Wendy's
 
Norwich
 
CT
 
—

 
703

 
937

 
—

 
1,640

 
(132
)
 
6/27/2013
 
1980
Wendy's
 
Orange
 
CT
 
—

 
1,343

 
1,641

 
—

 
2,984

 
(213
)
 
7/31/2013
 
1995
Wendy's
 
Cocoa
 
FL
 
—

 
249

 
567

 
—

 
816

 
(80
)
 
6/27/2013
 
1979
Wendy's
 
Indialantic
 
FL
 
—

 
592

 
614

 
—

 
1,206

 
(87
)
 
6/27/2013
 
1985
Wendy's
 
Lake Wales
 
FL
 
—

 
975

 
1,462

 
—

 
2,437

 
(190
)
 
7/31/2013
 
1999
Wendy's
 
Lynn Haven
 
FL
 
—

 
446

 
852

 
—

 
1,298

 
(120
)
 
6/27/2013
 
1995
Wendy's
 
Melbourne
 
FL
 
—

 
550

 
681

 
—

 
1,231

 
(96
)
 
6/27/2013
 
1993
Wendy's
 
Merritt Island
 
FL
 
—

 
720

 
589

 
—

 
1,309

 
(76
)
 
7/31/2013
 
1990
Wendy's
 
New Smyrna Beach
 
FL
 
—

 
476

 
394

 
—

 
870

 
(55
)
 
6/27/2013
 
1982
Wendy's
 
Ormond Beach
 
FL
 
—

 
626

 
561

 
—

 
1,187

 
(79
)
 
6/27/2013
 
1994
Wendy's
 
Ormond Beach
 
FL
 
—

 
503

 
503

 
—

 
1,006

 
(65
)
 
7/31/2013
 
1984
Wendy's
 
Panama City
 
FL
 
—

 
461

 
529

 
—

 
990

 
(74
)
 
6/27/2013
 
1984
Wendy's
 
Panama City
 
FL
 
—

 
445

 
837

 
—

 
1,282

 
(118
)
 
6/27/2013
 
1987
Wendy's
 
Port Orange
 
FL
 
—

 
695

 
569

 
—

 
1,264

 
(74
)
 
7/31/2013
 
1996
Wendy's
 
South Daytona
 
FL
 
—

 
531

 
432

 
—

 
963

 
(61
)
 
6/27/2013
 
1980
Wendy's
 
Tallahassee
 
FL
 
—

 
952

 
514

 
—

 
1,466

 
(72
)
 
6/27/2013
 
1986
Wendy's
 
Tallahassee
 
FL
 
—

 
855

 
505

 
—

 
1,360

 
(71
)
 
6/27/2013
 
1986
Wendy's
 
Titusville
 
FL
 
—

 
528

 
239

 
—

 
767

 
(34
)
 
6/27/2013
 
1978
Wendy's
 
Titusville
 
FL
 
—

 
415

 
761

 
—

 
1,176

 
(107
)
 
6/27/2013
 
1984
Wendy's
 
Titusville
 
FL
 
—

 
414

 
770

 
—

 
1,184

 
(100
)
 
7/31/2013
 
1996
Wendy's
 
Albany
 
GA
 
—

 
414

 
1,656

 
—

 
2,070

 
(215
)
 
7/31/2013
 
1995
Wendy's
 
Albany
 
GA
 
—

 
383

 
748

 
—

 
1,131

 
(74
)
 
3/26/2014
 
1999
Wendy's
 
Austell
 
GA
 
—

 
383

 
506

 
—

 
889

 
(71
)
 
6/27/2013
 
1994
Wendy's
 
Brunswick
 
GA
 
—

 
306

 
435

 
—

 
741

 
(61
)
 
6/27/2013
 
1985
Wendy's
 
Columbus
 
GA
 
—

 
701

 
1,787

 
—

 
2,488

 
(252
)
 
6/27/2013
 
1999
Wendy's
 
Columbus
 
GA
 
—

 
743

 
1,185

 
—

 
1,928

 
(167
)
 
6/27/2013
 
1988

F-219


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Columbus
 
GA
 
—

 
478

 
2,209

 
—

 
2,687

 
(311
)
 
6/27/2013
 
2003
Wendy's
 
Columbus
 
GA
 
—

 
223

 
1,380

 
—

 
1,603

 
(137
)
 
3/26/2014
 
1982
Wendy's
 
Douglasville
 
GA
 
—

 
605

 
776

 
—

 
1,381

 
(109
)
 
6/27/2013
 
1993
Wendy's
 
Eastman
 
GA
 
—

 
258

 
473

 
—

 
731

 
(67
)
 
6/27/2013
 
1996
Wendy's
 
Fairburn
 
GA
 
—

 
1,076

 
1,316

 
—

 
2,392

 
(171
)
 
7/31/2013
 
2002
Wendy's
 
Hogansville
 
GA
 
—

 
240

 
1,359

 
—

 
1,599

 
(176
)
 
7/31/2013
 
1985
Wendy's
 
Lithia Springs
 
GA
 
—

 
668

 
774

 
—

 
1,442

 
(109
)
 
6/27/2013
 
1988
Wendy's
 
Morrow
 
GA
 
—

 
755

 
922

 
—

 
1,677

 
(120
)
 
7/31/2013
 
1990
Wendy's
 
Savannah
 
GA
 
—

 
720

 
720

 
—

 
1,440

 
(93
)
 
7/31/2013
 
2001
Wendy's
 
Sharpsburg
 
GA
 
—

 
649

 
1,299

 
—

 
1,948

 
(183
)
 
6/27/2013
 
2002
Wendy's
 
Stockbridge
 
GA
 
—

 
480

 
558

 
—

 
1,038

 
(79
)
 
6/27/2013
 
1987
Wendy's
 
Bourbonnais
 
IL
 
—

 
346

 
1,039

 
—

 
1,385

 
(135
)
 
7/31/2013
 
1993
Wendy's
 
Joliet
 
IL
 
—

 
642

 
963

 
—

 
1,605

 
(125
)
 
7/31/2013
 
1977
Wendy's
 
Kankakee
 
IL
 
—

 
250

 
1,419

 
—

 
1,669

 
(184
)
 
7/31/2013
 
2005
Wendy's
 
Mokena
 
IL
 
—

 
665

 
997

 
—

 
1,662

 
(129
)
 
7/31/2013
 
1992
Wendy's
 
Normal
 
IL
 
—

 
443

 
991

 
—

 
1,434

 
(98
)
 
3/26/2014
 
1985
Wendy's
 
Anderson
 
IN
 
—

 
872

 
736

 
—

 
1,608

 
(104
)
 
6/27/2013
 
1978
Wendy's
 
Anderson
 
IN
 
—

 
859

 
708

 
—

 
1,567

 
(100
)
 
6/27/2013
 
1978
Wendy's
 
Anderson
 
IN
 
—

 
505

 
757

 
—

 
1,262

 
(98
)
 
7/31/2013
 
1995
Wendy's
 
Anderson
 
IN
 
—

 
584

 
713

 
—

 
1,297

 
(92
)
 
7/31/2013
 
1976
Wendy's
 
Avon
 
IN
 
—

 
538

 
407

 
—

 
945

 
(62
)
 
2/7/2014
 
1990
Wendy's
 
Avon
 
IN
 
—

 
638

 
330

 
—

 
968

 
(67
)
 
2/7/2014
 
1999
Wendy's
 
Carmel
 
IN
 
—

 
736

 
211

 
—

 
947

 
(35
)
 
2/7/2014
 
1980
Wendy's
 
Carmel
 
IN
 
—

 
915

 
178

 
—

 
1,093

 
(43
)
 
2/7/2014
 
2001
Wendy's
 
Connersville
 
IN
 
—

 
324

 
1,298

 
—

 
1,622

 
(168
)
 
7/31/2013
 
1989
Wendy's
 
Fishers
 
IN
 
—

 
855

 
147

 
—

 
1,002

 
(36
)
 
2/7/2014
 
1999
Wendy's
 
Fishers
 
IN
 
—

 
761

 
229

 
—

 
990

 
(46
)
 
2/7/2014
 
2012
Wendy's
 
Greenfield
 
IN
 
—

 
429

 
214

 
—

 
643

 
(36
)
 
2/7/2014
 
1980
Wendy's
 
Indianapolis
 
IN
 
—

 
751

 
212

 
—

 
963

 
(44
)
 
2/7/2014
 
1993
Wendy's
 
Lebanon
 
IN
 
—

 
1,265

 
108

 
—

 
1,373

 
(32
)
 
2/7/2014
 
1979
Wendy's
 
Noblesville
 
IN
 
—

 
590

 
42

 
—

 
632

 
(9
)
 
2/7/2014
 
1988
Wendy's
 
Pendleton
 
IN
 
—

 
448

 
895

 
—

 
1,343

 
(126
)
 
6/27/2013
 
2005

F-220


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Richmond
 
IN
 
—

 
735

 
1,716

 
—

 
2,451

 
(222
)
 
7/31/2013
 
1989
Wendy's
 
Richmond
 
IN
 
—

 
661

 
992

 
—

 
1,653

 
(129
)
 
7/31/2013
 
1989
Wendy's
 
Benton
 
KY
 
—

 
252

 
926

 
—

 
1,178

 
(92
)
 
3/26/2014
 
2001
Wendy's
 
Louisville
 
KY
 
—

 
834

 
1,379

 
—

 
2,213

 
(194
)
 
6/27/2013
 
2001
Wendy's
 
Louisville
 
KY
 
—

 
532

 
1,221

 
—

 
1,753

 
(172
)
 
6/27/2013
 
1998
Wendy's
 
Louisville
 
KY
 
—

 
857

 
1,421

 
—

 
2,278

 
(200
)
 
6/27/2013
 
2000
Wendy's
 
Mayfield
 
KY
 
—

 
242

 
779

 
—

 
1,021

 
(77
)
 
3/26/2014
 
1986
Wendy's
 
Baton Rouge
 
LA
 
—

 
316

 
782

 
—

 
1,098

 
(110
)
 
6/27/2013
 
1998
Wendy's
 
Minden
 
LA
 
—

 
182

 
936

 
—

 
1,118

 
(132
)
 
6/27/2013
 
2001
Wendy's
 
Worcester
 
MA
 
—

 
370

 
1,288

 
—

 
1,658

 
(175
)
 
6/27/2013
 
1995
Wendy's
 
Baltimore
 
MD
 
—

 
760

 
802

 
—

 
1,562

 
(113
)
 
6/27/2013
 
1995
Wendy's
 
Baltimore
 
MD
 
—

 
904

 
1,036

 
—

 
1,940

 
(146
)
 
6/27/2013
 
2002
Wendy's
 
Landover
 
MD
 
—

 
340

 
267

 
—

 
607

 
(38
)
 
6/27/2013
 
1978
Wendy's
 
Pasadena
 
MD
 
—

 
1,049

 
1,902

 
—

 
2,951

 
(268
)
 
6/27/2013
 
1997
Wendy's
 
Salisbury
 
MD
 
—

 
370

 
1,299

 
—

 
1,669

 
(177
)
 
6/27/2013
 
1995
Wendy's
 
Suitland
 
MD
 
—

 
332

 
275

 
—

 
607

 
(39
)
 
6/27/2013
 
1979
Wendy's
 
Madison Heights
 
MI
 
—

 
198

 
725

 
—

 
923

 
(102
)
 
6/27/2013
 
1998
Wendy's
 
Picayune
 
MS
 
—

 
437

 
1,032

 
—

 
1,469

 
(102
)
 
3/26/2014
 
1983
Wendy's
 
Kinston
 
NC
 
—

 
491

 
1,159

 
—

 
1,650

 
(106
)
 
5/1/2014
 
2004
Wendy's
 
Bellevue
 
NE
 
—

 
338

 
484

 
—

 
822

 
(68
)
 
6/27/2013
 
1981
Wendy's
 
Millville
 
NJ
 
—

 
373

 
1,169

 
—

 
1,542

 
(165
)
 
6/27/2013
 
1994
Wendy's
 
Henderson
 
NV
 
—

 
933

 
842

 
—

 
1,775

 
(102
)
 
2/7/2014
 
1997
Wendy's
 
Henderson
 
NV
 
—

 
882

 
457

 
—

 
1,339

 
(55
)
 
2/7/2014
 
1999
Wendy's
 
Henderson
 
NV
 
—

 
785

 
508

 
—

 
1,293

 
(67
)
 
2/7/2014
 
2000
Wendy's
 
Las Vegas
 
NV
 
—

 
398

 
589

 
—

 
987

 
(62
)
 
2/7/2014
 
1976
Wendy's
 
Las Vegas
 
NV
 
—

 
919

 
562

 
—

 
1,481

 
(71
)
 
2/7/2014
 
1976
Wendy's
 
Las Vegas
 
NV
 
—

 
789

 
583

 
—

 
1,372

 
(63
)
 
2/7/2014
 
1984
Wendy's
 
Las Vegas
 
NV
 
—

 
725

 
458

 
—

 
1,183

 
(57
)
 
2/7/2014
 
1986
Wendy's
 
Las Vegas
 
NV
 
—

 
915

 
724

 
—

 
1,639

 
(85
)
 
2/7/2014
 
1991
Wendy's
 
Las Vegas
 
NV
 
—

 
633

 
392

 
—

 
1,025

 
(44
)
 
2/7/2014
 
1994
Wendy's
 
Auburn
 
NY
 
—

 
465

 
1,085

 
—

 
1,550

 
(141
)
 
7/31/2013
 
1977
Wendy's
 
Binghamton
 
NY
 
—

 
293

 
879

 
—

 
1,172

 
(114
)
 
7/31/2013
 
1978

F-221


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Corning
 
NY
 
—

 
191

 
1,717

 
—

 
1,908

 
(223
)
 
7/31/2013
 
1996
Wendy's
 
Cortland
 
NY
 
—

 
635

 
952

 
—

 
1,587

 
(123
)
 
7/31/2013
 
1984
Wendy's
 
Endicott
 
NY
 
—

 
313

 
1,253

 
—

 
1,566

 
(163
)
 
7/31/2013
 
1987
Wendy's
 
Fulton
 
NY
 
—

 
392

 
1,181

 
—

 
1,573

 
(117
)
 
3/26/2014
 
1980
Wendy's
 
Horseheads
 
NY
 
—

 
72

 
1,369

 
—

 
1,441

 
(178
)
 
7/31/2013
 
1982
Wendy's
 
Liverpool
 
NY
 
—

 
530

 
864

 
—

 
1,394

 
(39
)
 
3/26/2014
 
1980
Wendy's
 
Oswego
 
NY
 
—

 
190

 
645

 
—

 
835

 
(64
)
 
3/26/2014
 
1986
Wendy's
 
Owego
 
NY
 
—

 
101

 
1,915

 
—

 
2,016

 
(248
)
 
7/31/2013
 
1989
Wendy's
 
Vestal
 
NY
 
—

 
488

 
878

 
—

 
1,366

 
(39
)
 
3/26/2014
 
1995
Wendy's
 
Belpre
 
OH
 
—

 
297

 
1,195

 
—

 
1,492

 
(119
)
 
3/26/2014
 
2000
Wendy's
 
Bowling Green
 
OH
 
—

 
502

 
932

 
(926
)
 
508

 
—

 
7/31/2013
 
1994
Wendy's
 
Brookville
 
OH
 
—

 
448

 
1,072

 
—

 
1,520

 
(106
)
 
3/26/2014
 
1984
Wendy's
 
Buckeye Lake
 
OH
 
—

 
864

 
877

 
—

 
1,741

 
(124
)
 
6/27/2013
 
2000
Wendy's
 
Centerville
 
OH
 
—

 
615

 
1,434

 
—

 
2,049

 
(186
)
 
7/31/2013
 
1997
Wendy's
 
Cincinnati
 
OH
 
—

 
939

 
1,408

 
—

 
2,347

 
(183
)
 
7/31/2013
 
1980
Wendy's
 
Dayton
 
OH
 
—

 
723

 
1,343

 
—

 
2,066

 
(174
)
 
7/31/2013
 
1977
Wendy's
 
Dayton
 
OH
 
—

 
304

 
1,264

 
—

 
1,568

 
(125
)
 
3/26/2014
 
1974
Wendy's
 
Dayton
 
OH
 
—

 
288

 
813

 
—

 
1,101

 
(81
)
 
3/26/2014
 
1985
Wendy's
 
Dayton
 
OH
 
—

 
342

 
848

 
—

 
1,190

 
(84
)
 
3/26/2014
 
1973
Wendy's
 
Dayton
 
OH
 
—

 
274

 
1,029

 
—

 
1,303

 
(106
)
 
3/26/2014
 
2004
Wendy's
 
Dayton
 
OH
 
—

 
286

 
869

 
—

 
1,155

 
(86
)
 
3/26/2014
 
1977
Wendy's
 
Dayton
 
OH
 
—

 
259

 
838

 
—

 
1,097

 
(83
)
 
3/26/2014
 
1985
Wendy's
 
Eaton
 
OH
 
—

 
207

 
1,084

 
—

 
1,291

 
(49
)
 
3/26/2014
 
1993
Wendy's
 
Englewood
 
OH
 
—

 
261

 
924

 
—

 
1,185

 
(92
)
 
3/26/2014
 
1976
Wendy's
 
Fairborn
 
OH
 
—

 
629

 
1,468

 
—

 
2,097

 
(190
)
 
7/31/2013
 
1999
Wendy's
 
Fairborn
 
OH
 
—

 
604

 
1,408

 
—

 
2,012

 
(183
)
 
7/31/2013
 
1992
Wendy's
 
Fairborn
 
OH
 
—

 
271

 
828

 
—

 
1,099

 
(82
)
 
3/26/2014
 
1975
Wendy's
 
Fairfield
 
OH
 
—

 
794

 
971

 
—

 
1,765

 
(126
)
 
7/31/2013
 
1981
Wendy's
 
Hamilton
 
OH
 
—

 
655

 
1,848

 
—

 
2,503

 
(260
)
 
6/27/2013
 
2001
Wendy's
 
Hamilton
 
OH
 
—

 
697

 
1,295

 
—

 
1,992

 
(168
)
 
7/31/2013
 
1974
Wendy's
 
Hamilton
 
OH
 
—

 
908

 
1,362

 
—

 
2,270

 
(177
)
 
7/31/2013
 
2002
Wendy's
 
Hillsboro
 
OH
 
—

 
291

 
1,408

 
—

 
1,699

 
(198
)
 
6/27/2013
 
1985

F-222


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Lancaster
 
OH
 
—

 
552

 
1,025

 
—

 
1,577

 
(133
)
 
7/31/2013
 
1984
Wendy's
 
Miamisburg
 
OH
 
—

 
888

 
1,086

 
—

 
1,974

 
(141
)
 
7/31/2013
 
1995
Wendy's
 
Middletown
 
OH
 
—

 
755

 
1,133

 
—

 
1,888

 
(147
)
 
7/31/2013
 
1995
Wendy's
 
Middletown
 
OH
 
—

 
752

 
920

 
—

 
1,672

 
(119
)
 
7/31/2013
 
1995
Wendy's
 
Middletown
 
OH
 
—

 
494

 
1,481

 
—

 
1,975

 
(192
)
 
7/31/2013
 
1977
Wendy's
 
Saint Bernard
 
OH
 
—

 
432

 
1,009

 
—

 
1,441

 
(131
)
 
7/31/2013
 
1985
Wendy's
 
Springboro
 
OH
 
—

 
891

 
1,336

 
—

 
2,227

 
(173
)
 
7/31/2013
 
1982
Wendy's
 
Swanton
 
OH
 
—

 
430

 
1,233

 
—

 
1,663

 
(168
)
 
6/27/2013
 
1995
Wendy's
 
Sylvania
 
OH
 
—

 
300

 
799

 
—

 
1,099

 
(109
)
 
6/27/2013
 
1995
Wendy's
 
West Carrollton
 
OH
 
—

 
708

 
865

 
—

 
1,573

 
(112
)
 
7/31/2013
 
1979
Wendy's
 
West Chester
 
OH
 
—

 
944

 
772

 
—

 
1,716

 
(100
)
 
7/31/2013
 
1982
Wendy's
 
West Chester
 
OH
 
—

 
616

 
924

 
—

 
1,540

 
(120
)
 
7/31/2013
 
2005
Wendy's
 
Whitehall
 
OH
 
—

 
716

 
863

 
—

 
1,579

 
(122
)
 
6/27/2013
 
1983
Wendy's
 
Wintersville
 
OH
 
—

 
621

 
1,450

 
—

 
2,071

 
(188
)
 
7/31/2013
 
1977
Wendy's
 
Edmond
 
OK
 
—

 
791

 
697

 
—

 
1,488

 
(69
)
 
3/27/2014
 
1979
Wendy's
 
Enid
 
OK
 
—

 
158

 
893

 
—

 
1,051

 
(116
)
 
7/31/2013
 
2003
Wendy's
 
Ponca City
 
OK
 
—

 
529

 
983

 
—

 
1,512

 
(127
)
 
7/31/2013
 
1979
Wendy's
 
Sayre
 
PA
 
—

 
372

 
1,115

 
—

 
1,487

 
(145
)
 
7/31/2013
 
1994
Wendy's
 
Anderson
 
SC
 
—

 
734

 
897

 
—

 
1,631

 
(191
)
 
7/31/2013
 
1995
Wendy's
 
Columbia
 
SC
 
—

 
1,368

 
—

 
—

 
1,368

 
—

 
6/27/2013
 
1995
Wendy's
 
Columbia
 
SC
 
—

 
425

 
438

 
—

 
863

 
(62
)
 
6/27/2013
 
1993
Wendy's
 
Greenville
 
SC
 
—

 
516

 
631

 
—

 
1,147

 
(82
)
 
7/31/2013
 
1975
Wendy's
 
N. Myrtle Beach
 
SC
 
—

 
464

 
861

 
—

 
1,325

 
(112
)
 
7/31/2013
 
1983
Wendy's
 
Spartanburg
 
SC
 
—

 
699

 
572

 
—

 
1,271

 
(74
)
 
7/31/2013
 
1977
Wendy's
 
Brentwood
 
TN
 
—

 
339

 
1,356

 
—

 
1,695

 
(176
)
 
7/31/2013
 
1982
Wendy's
 
Crossville
 
TN
 
—

 
190

 
760

 
—

 
950

 
(99
)
 
7/31/2013
 
1978
Wendy's
 
Knoxville
 
TN
 
—

 
330

 
1,161

 
—

 
1,491

 
(158
)
 
6/27/2013
 
1995
Wendy's
 
Knoxville
 
TN
 
—

 
330

 
1,132

 
—

 
1,462

 
(154
)
 
6/27/2013
 
1995
Wendy's
 
Manchester
 
TN
 
—

 
245

 
1,390

 
—

 
1,635

 
(180
)
 
7/31/2013
 
1984
Wendy's
 
Mcminnville
 
TN
 
—

 
255

 
1,443

 
—

 
1,698

 
(187
)
 
7/31/2013
 
2010
Wendy's
 
Memphis
 
TN
 
—

 
227

 
530

 
—

 
757

 
(69
)
 
7/31/2013
 
1980
Wendy's
 
Millington
 
TN
 
—

 
380

 
1,208

 
—

 
1,588

 
(165
)
 
6/27/2013
 
1995

F-223


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Murfreesboro
 
TN
 
—

 
586

 
1,088

 
—

 
1,674

 
(141
)
 
7/31/2013
 
1983
Wendy's
 
Nashville
 
TN
 
—

 
592

 
1,100

 
—

 
1,692

 
(143
)
 
7/31/2013
 
1983
Wendy's
 
Nashville
 
TN
 
—

 
328

 
1,313

 
—

 
1,641

 
(170
)
 
7/31/2013
 
1983
Wendy's
 
Arlington
 
TX
 
—

 
1,322

 
1,546

 
—

 
2,868

 
(218
)
 
6/27/2013
 
1994
Wendy's
 
Corpus Christi
 
TX
 
—

 
646

 
1,199

 
—

 
1,845

 
(155
)
 
7/31/2013
 
1987
Wendy's
 
El Paso
 
TX
 
—

 
630

 
1,889

 
—

 
2,519

 
(245
)
 
7/31/2013
 
1996
Wendy's
 
Kingwood
 
TX
 
—

 
304

 
1,724

 
(447
)
 
1,581

 
(39
)
 
7/31/2013
 
2001
Wendy's
 
San Antonio
 
TX
 
—

 
268

 
630

 
—

 
898

 
(89
)
 
6/27/2013
 
1985
Wendy's
 
San Antonio
 
TX
 
—

 
410

 
451

 
—

 
861

 
(64
)
 
6/27/2013
 
1987
Wendy's
 
San Antonio
 
TX
 
—

 
707

 
603

 
—

 
1,310

 
(61
)
 
2/7/2014
 
1990
Wendy's
 
San Antonio
 
TX
 
—

 
633

 
1,388

 
—

 
2,021

 
(130
)
 
2/7/2014
 
1992
Wendy's
 
San Antonio
 
TX
 
—

 
1,007

 
546

 
—

 
1,553

 
(57
)
 
2/7/2014
 
1995
Wendy's
 
San Antonio
 
TX
 
—

 
703

 
45

 
—

 
748

 
(9
)
 
2/7/2014
 
2000
Wendy's
 
San Antonio
 
TX
 
—

 
788

 
45

 
—

 
833

 
(9
)
 
2/7/2014
 
2003
Wendy's
 
San Marcos
 
TX
 
—

 
714

 
1,024

 
—

 
1,738

 
(101
)
 
2/7/2014
 
2002
Wendy's
 
Schertz
 
TX
 
—

 
793

 
109

 
—

 
902

 
(13
)
 
2/7/2014
 
1994
Wendy's
 
Selma
 
TX
 
—

 
841

 
117

 
—

 
958

 
(12
)
 
2/7/2014
 
2003
Wendy's
 
Bluefield
 
VA
 
—

 
450

 
1,927

 
—

 
2,377

 
(263
)
 
6/27/2013
 
1995
Wendy's
 
Christiansburg
 
VA
 
—

 
416

 
624

 
—

 
1,040

 
(81
)
 
7/31/2013
 
1980
Wendy's
 
Dublin
 
VA
 
—

 
384

 
1,402

 
—

 
1,786

 
(198
)
 
6/27/2013
 
1993
Wendy's
 
Emporia
 
VA
 
—

 
631

 
1,424

 
—

 
2,055

 
(201
)
 
6/27/2013
 
1994
Wendy's
 
Hayes
 
VA
 
—

 
304

 
859

 
—

 
1,163

 
(121
)
 
6/27/2013
 
1992
Wendy's
 
Hillsville
 
VA
 
—

 
324

 
973

 
—

 
1,297

 
(126
)
 
7/31/2013
 
2001
Wendy's
 
Lebanon
 
VA
 
—

 
431

 
1,006

 
—

 
1,437

 
(130
)
 
7/31/2013
 
1983
Wendy's
 
Mechanicsville
 
VA
 
—

 
521

 
704

 
—

 
1,225

 
(99
)
 
6/27/2013
 
1989
Wendy's
 
Midlothian
 
VA
 
—

 
230

 
1,300

 
—

 
1,530

 
(177
)
 
6/27/2013
 
1995
Wendy's
 
North Tazewell
 
VA
 
—

 
124

 
560

 
—

 
684

 
(79
)
 
6/27/2013
 
1980
Wendy's
 
Pounding Mill
 
VA
 
—

 
296

 
1,404

 
—

 
1,700

 
(198
)
 
6/27/2013
 
2004
Wendy's
 
South Hill
 
VA
 
—

 
313

 
976

 
(421
)
 
868

 
(20
)
 
6/27/2013
 
1995
Wendy's
 
Woodbridge
 
VA
 
—

 
1,193

 
1,598

 
—

 
2,791

 
(225
)
 
6/27/2013
 
1996
Wendy's
 
Woodbridge
 
VA
 
—

 
521

 
615

 
—

 
1,136

 
(87
)
 
6/27/2013
 
1978
Wendy's
 
Wytheville
 
VA
 
—

 
598

 
897

 
—

 
1,495

 
(116
)
 
7/31/2013
 
2003

F-224


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
Wendy's
 
Bellingham
 
WA
 
—

 
502

 
477

 
—

 
979

 
(51
)
 
2/7/2014
 
1994
Wendy's
 
Bothell
 
WA
 
—

 
687

 
292

 
—

 
979

 
(24
)
 
2/7/2014
 
2004
Wendy's
 
Burlington
 
WA
 
—

 
425

 
806

 
—

 
1,231

 
(113
)
 
6/27/2013
 
1994
Wendy's
 
Port Angeles
 
WA
 
—

 
422

 
503

 
—

 
925

 
(91
)
 
2/7/2014
 
1980
Wendy's
 
Redmond
 
WA
 
—

 
969

 
123

 
—

 
1,092

 
(8
)
 
2/7/2014
 
1977
Wendy's
 
Silverdale
 
WA
 
—

 
808

 
201

 
—

 
1,009

 
(59
)
 
2/7/2014
 
1995
Wendy's
 
Beloit
 
WI
 
—

 
1,138

 
931

 
—

 
2,069

 
(121
)
 
7/31/2013
 
2002
Wendy's
 
Fitchburg
 
WI
 
—

 
662

 
1,230

 
—

 
1,892

 
(160
)
 
7/31/2013
 
2003
Wendy's
 
Germantown
 
WI
 
—

 
419

 
1,257

 
—

 
1,676

 
(163
)
 
7/31/2013
 
1989
Wendy's
 
Greenfield
 
WI
 
—

 
487

 
1,137

 
—

 
1,624

 
(147
)
 
7/31/2013
 
2001
Wendy's
 
Janesville
 
WI
 
—

 
647

 
971

 
—

 
1,618

 
(126
)
 
7/31/2013
 
1991
Wendy's
 
Kenosha
 
WI
 
—

 
322

 
1,290

 
—

 
1,612

 
(167
)
 
7/31/2013
 
1984
Wendy's
 
Kenosha
 
WI
 
—

 
965

 
1,447

 
—

 
2,412

 
(188
)
 
7/31/2013
 
1986
Wendy's
 
Madison
 
WI
 
—

 
454

 
1,362

 
—

 
1,816

 
(177
)
 
7/31/2013
 
1998
Wendy's
 
Milwaukee
 
WI
 
—

 
810

 
810

 
—

 
1,620

 
(105
)
 
7/31/2013
 
1979
Wendy's
 
Milwaukee
 
WI
 
—

 
338

 
1,351

 
—

 
1,689

 
(175
)
 
7/31/2013
 
1985
Wendy's
 
Milwaukee
 
WI
 
—

 
436

 
1,016

 
—

 
1,452

 
(132
)
 
7/31/2013
 
1983
Wendy's
 
New Berlin
 
WI
 
—

 
903

 
739

 
—

 
1,642

 
(96
)
 
7/31/2013
 
1983
Wendy's
 
Oak Creek
 
WI
 
—

 
577

 
1,347

 
—

 
1,924

 
(175
)
 
7/31/2013
 
1999
Wendy's
 
Sheboygan
 
WI
 
—

 
676

 
1,014

 
—

 
1,690

 
(131
)
 
7/31/2013
 
1995
Wendy's
 
West Allis
 
WI
 
—

 
583

 
1,083

 
—

 
1,666

 
(140
)
 
7/31/2013
 
1984
Wendy's
 
Beaver
 
WV
 
—

 
290

 
1,156

 
—

 
1,446

 
(158
)
 
6/27/2013
 
1995
Wendy's
 
Bridgeport
 
WV
 
—

 
273

 
818

 
—

 
1,091

 
(106
)
 
7/31/2013
 
1984
Wendy's
 
Buckhannon
 
WV
 
—

 
157

 
890

 
—

 
1,047

 
(115
)
 
7/31/2013
 
1987
Wendy's
 
Clarksburg
 
WV
 
—

 
277

 
1,181

 
—

 
1,458

 
(117
)
 
3/26/2014
 
1980
Wendy's
 
Fairmont
 
WV
 
—

 
224

 
1,119

 
—

 
1,343

 
(158
)
 
6/27/2013
 
1983
Wendy's
 
Parkersburg
 
WV
 
—

 
295

 
885

 
—

 
1,180

 
(115
)
 
7/31/2013
 
1979
Wendy's
 
Parkersburg
 
WV
 
—

 
311

 
1,243

 
—

 
1,554

 
(161
)
 
7/31/2013
 
1977
Wendy's
 
Parkersburg
 
WV
 
—

 
241

 
964

 
—

 
1,205

 
(125
)
 
7/31/2013
 
1996
Wendy's
 
Ripley
 
WV
 
—

 
273

 
871

 
—

 
1,144

 
(123
)
 
6/27/2013
 
1984
Wendy's
 
Saint Marys
 
WV
 
—

 
70

 
1,322

 
—

 
1,392

 
(171
)
 
7/31/2013
 
2001
Wendy's
 
Vienna
 
WV
 
—

 
301

 
702

 
—

 
1,003

 
(91
)
 
7/31/2013
 
1976

F-225


 
 
 
 
 
 
 
Initial Costs (1)
 
Costs Capitalized Subsequent to Acquisition (2)
 
Gross Amount
Carried at
December 31, 2015
(3) (4)
 
 
 
 
 
 
Property
 
City
 
State
 
Encumbrances at
December 31, 2015
 
Land
 
Buildings, Fixtures and Improvements
 
 
Accumulated Depreciation
(5) (6)
 
Date Acquired
 
Date of Construction
West Fork Roadhouse
 
Youngstown
 
OH
 
—

 
139

 
232

 
(38
)
 
333

 
(6
)
 
6/27/2013
 
1976
West Marine
 
Anchorage
 
AK
 
—

 
1,220

 
2,531

 
—

 
3,751

 
(241
)
 
3/31/2014
 
1995
West Marine
 
Fort Lauderdale
 
FL
 
—

 
4,337

 
9,052

 
—

 
13,389

 
(807
)
 
2/7/2014
 
2011
West Marine
 
Harrison Township
 
MI
 
—

 
452

 
2,092

 
—

 
2,544

 
(260
)
 
2/7/2014
 
2009
West Marine
 
Deltaville
 
VA
 
—

 
425

 
2,409

 
—

 
2,834

 
(468
)
 
7/31/2012
 
2012
Whataburger
 
Edna
 
TX
 
—

 
290

 
869

 
—

 
1,159

 
(113
)
 
7/31/2013
 
1986
Whataburger
 
El Campo
 
TX
 
—

 
693

 
1,013

 
—

 
1,706

 
(143
)
 
6/27/2013
 
1986
Whataburger
 
Ingleside
 
TX
 
—

 
1,106

 
474

 
—

 
1,580

 
(61
)
 
7/31/2013
 
1986
Whataburger
 
Lubbock
 
TX
 
—

 
432

 
647

 
—

 
1,079

 
(84
)
 
7/31/2013
 
1992
White Transfer & Storage
 
Clarion
 
IA
 
3,142

 
450

 
1,458

 
—

 
1,908

 
(355
)
 
2/21/2014
 
1997
Whole Foods
 
Hinsdale
 
IL
 
5,710

 
5,499

 
7,389

 
—

 
12,888

 
(802
)
 
2/7/2014
 
1999
Wild Bill's Sports Salon
 
Rochester
 
MN
 
—

 
1,347

 
1,102

 
—

 
2,449

 
(161
)
 
7/31/2013
 
1993
Willbros Group, Inc.
 
Tulsa
 
OK
 
—

 
2,239

 
6,375

 
—

 
8,614

 
(407
)
 
6/25/2014
 
1982
Williams Fried Chicken
 
Garland
 
TX
 
—

 
265

 
137

 
(214
)
 
188

 
(2
)
 
6/27/2013
 
1983
Williams Sonoma
 
Olive Branch
 
MS
 
28,350

 
2,330

 
44,266

 
—

 
46,596

 
(9,112
)
 
8/10/2012
 
2001
Winn-Dixie
 
Jacksonville
 
FL
 
63,240

 
4,360

 
82,835

 
—

 
87,195

 
(11,112
)
 
4/24/2013
 
2000
Wirtz Beverage
 
Hartland
 
WI
 
5,805

 
1,927

 
3,899

 
—

 
5,826

 
(392
)
 
2/21/2014
 
2000
Worrior Energy Services
 
Midland
 
TX
 
—

 
508

 
816

 
—

 
1,324

 
(64
)
 
6/25/2014
 
2012
Zebb's
 
Amherst
 
NY
 
—

 
150

 
1,347

 
(480
)
 
1,017

 
—

 
7/31/2013
 
1994
Zebb's
 
New Hartford
 
NY
 
—

 
122

 
1,095

 
(390
)
 
827

 
—

 
7/31/2013
 
1970
Zebb's
 
Orchard Park
 
NY
 
—

 
69

 
1,320

 
(454
)
 
935

 
—

 
7/31/2013
 
2000
Zebb's
 
Rochester
 
NY
 
—

 
126

 
1,137

 
(405
)
 
858

 
—

 
7/31/2013
 
1990
Z'Tejas
 
Austin
 
TX
 
—

 
837

 
1,797

 
—

 
2,634

 
(262
)
 
6/27/2013
 
1998
 
 
 
 
 
 
$
3,039,882

 
$
3,154,879

 
$
11,387,348

 
$
24,116

 
$
14,566,343

 
$
(1,331,751
)
 
 
 
 
_______________________________________________
(1)
Initial costs exclude subsequent impairment charges.
(2)
Consists of the cost of improvements and acquisition costs subsequent to acquisition, including legal fees, appraisal fees, title costs, related professional fees, condemnations, easements and impairment charges.
(3)
Intangible lease assets, net of accumulated amortization of $1.8 billion are not reflected in the table above.
(4)
The tax basis of aggregate land, buildings and improvements as of December 31, 2015 was $14.7 billion .
(5)
The accumulated depreciation column excludes $446.8 million of amortization associated with intangible lease assets.
(6)
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.


F-226


The following is a reconciliation of the gross real estate activity for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands):
 
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
Balance, beginning of year
 
$
15,857,507

 
$
6,699,547

 
$
1,684,115

Additions:
 
 
 
 
 
 
Acquisitions
 
33,695

 
11,095,559

 
5,019,135

Improvements
 
60,321

 
114,070

 
—

Deductions:
 
 
 
 
 
 
Dispositions
 
(1,261,724
)
 
(1,945,186
)
 
—

Impairments
 
(106,064
)
 
(105,367
)
 
(3,703
)
Reclassified to assets held for sale
 
(16,761
)
 
(1,116
)
 
—

Other
 
(631
)
 
—

 
 
Balance, end of year
 
$
14,566,343

 
$
15,857,507

 
$
6,699,547


The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2015, 2014 and 2013 (amounts in thousands):
 
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
Balance, beginning of year
 
$
775,050

 
$
205,712

 
$
45,050

Additions:
 
 
 
 
 
 
Depreciation expense
 
630,347

 
628,340

 
160,662

Deductions:
 
 
 
 
 
 
Dispositions
 
(49,907
)
 
(49,377
)
 
—

Impairments
 
(23,196
)
 
(9,625
)
 
—

Reclassified to assets held for sale
 
(543
)
 
—

 
—

Balance, end of year
 
$
1,331,751

 
$
775,050

 
$
205,712




F-227

VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P.
(F/K/A AMERICAN REALTY CAPITAL PROPERTIES, INC. AND ARC PROPERTIES OPERATING PARTNERSHIP, L.P.)
SCHEDULE IV – MORTGAGE LOANS HELD FOR INVESTMENT
December 31, 2015 (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%
 
12/15/2026
 
P&I
 
N/A
 
$
2,731

 
$
3,008

 
$
—

CVS Caremark Corporation
 
Evansville, IN
 
6.22%
 
1/15/2033
 
P&I
 
N/A
 
2,763

 
3,050

 
—

CVS Caremark Corporation
 
Greensboro, GA
 
6.52%
 
1/15/2030
 
P&I
 
N/A
 
1,049

 
1,177

 
—

CVS Caremark Corporation
 
Shelby Twp., MI
 
5.98%
 
1/15/2031
 
P&I
 
N/A
 
2,106

 
2,278

 
—

Koninklijke Ahold, N.V.
 
Bensalem, PA
 
7.24%
 
5/15/2020
 
P&I
 
N/A
 
1,706

 
1,886

 
—

Lowes Companies, Inc.
 
Framingham, MA
 
5.87%
 
9/15/2031
 
(1)
 
N/A
 
5,799

 
1,742

 
—

Walgreen Co.
 
Dallas, TX
 
6.46%
 
12/15/2029
 
P&I
 
N/A
 
2,635

 
2,947

 
—

Walgreen Co.
 
Nacogdoches, TX
 
6.80%
 
9/15/2030
 
P&I
 
N/A
 
2,874

 
3,272

 
—

Walgreen Co.
 
Rosemead, CA
 
6.26%
 
12/15/2029
 
P&I
 
N/A
 
4,032

 
4,458

 
—

TJX
 
Philadelphia, PA
 
5.57%
 
3/11/2016
 
P&I
 
N/A
 
420

 
420

 
—

Total
 
 
 
 
 
 
 
 
 
 
 
$
26,115

 
$
24,238

 
$
—

_______________________________________________
(1) Zero coupon rate with balloon payment due at maturity.

 
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
Beginning Balance
 
$
26,806

 
$
26,279

 
$
26,457

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
 
(2,417
)
 
(74,109
)
 
(164
)
Amortization of unearned discounts and premiums
 
(151
)
 
(642
)
 
(14
)
Ending Balance
 
$
24,238

 
$
26,806

 
$
26,279



F-228
 
Exhibit 10.37

Time Based Award

RESTRICTED STOCK UNIT AWARD AGREEMENT
PURSUANT TO THE
VEREIT, INC.
EQUITY PLAN
THIS AGREEMENT (this “ Agreement ”) is made as of February [23], 2016, by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “ Company ”), and ______________ (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted the VEREIT, Inc. Equity Plan (approved by the Board on September 6, 2011) (as such plan may be amended from time to time, the “ Plan ”);

WHEREAS, the Plan provides that the Company, through the Compensation Committee of the Board, has the ability to grant awards of restricted stock units to directors, officers and employees of the Company, among certain others;
WHEREAS, Participant and the Company are parties to an agreement setting forth the terms and conditions of the Participant’s employment with the Company, effective as of ________________ (the “ Employment Agreement ”); and
WHEREAS, subject to the terms and conditions of this Agreement and the Plan, the Board has determined that the Participant, as a key provider of services to the Company, shall be awarded RSUs (defined below) in the amount set forth below;
NOW, THEREFORE, the Company and the Participant agree as follows:
1. Award of RSUs . Subject to the terms, conditions and restrictions of the Plan and this Agreement, the Company hereby awards to the Participant [•] restricted stock units (the “ RSUs ”) on the date hereof (the “ Grant Date ”). Subject to the terms of this Agreement, each RSU represents the right to receive one share of common stock of the Company, par value $0.01 (“ Common Stock ”). The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to the RSUs until such time as the shares of Common Stock have been issued and delivered to the Participant in accordance with Section 5 of this Agreement.
2. Vesting . Subject to the terms of the Plan and this Agreement, the RSUs shall vest as follows:
(a) (i) one-third of the RSUs ( _______ units) shall vest on the first anniversary of the Grant Date, (ii) one-third of the RSUs ( ______ units) shall vest on the second anniversary of the Grant Date, and (iii) one-third of the RSUs ( _______ units) shall vest on the third anniversary of the Grant Date (each such anniversary, a “ Vesting Date ”); provided , in each case, that the Participant has not incurred a termination of employment prior to such date, except as provided in Section 2(b) or 2(c) below.
(b) In the event of a termination of the Participant’s employment as a result of the Participant’s death or Disability (as defined in the Employment Agreement), a pro rata portion of the Participant’s unvested RSUs shall automatically vest, determined by multiplying the total number of RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is 36 (reduced by the number of RSUs that had vested prior to such termination date), and the remainder of such RSUs shall be forfeited.
(c) In the event of a termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (each as defined in the Employment Agreement), all unvested RSUs granted hereunder shall automatically vest as of the date of the Participant’s termination of employment, provided, however, that the Participant has timely executed, and not revoked, a fully effective release of claims in accordance with the terms of the Employment Agreement.
(d) Except as provided in Section 2(b) or 2(c) , there shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Dates and all vesting shall occur only on the appropriate Vesting Date.
3. Forfeiture . If a Participant incurs a termination of employment for any reason other than as provided in Section 2, the Participant shall automatically forfeit any unvested RSUs without payment therefor.
4. Dividend Equivalents . Subject to Section 5(b) of the Plan, each RSU shall be credited with an amount equal to any regular per share dividend or distribution paid by the Company during the period between the date hereof and the

Time Based Award


date the RSUs are settled in accordance with Section 5. When such dividends or distributions are paid by the Company, the RSUs shall be credited with an amount determined by multiplying the number of shares of Common Stock subject to the RSUs by the regular per share dividend or distribution, which amount shall be held by the Company and subject to forfeiture until the RSUs vest in accordance with Section 3 hereof. Such dividend and distribution credits shall accumulate (without interest) and shall be paid to the Participant on the Settlement Date (as defined below).
5. Settlement . No later than thirty (30) days following the end of the applicable Vesting Date, or no later than sixty (60) days following the end of the applicable Vesting Date if such vesting occurs pursuant to Section 2(c) herein (the “ Settlement Date ”), the Company shall deliver to the Participant (i) a number of shares of Common Stock equal to the number of RSUs that vested on such Vesting Date, and (ii) a cash amount equal to any dividend and distribution credits calculated pursuant to Section 4 above, in each case subject to applicable tax withholding as provided in Section 6 below.
6. Taxes . Prior to the Vesting Date, the Participant shall notify the Company in writing whether he/she elects to: (i) pay in cash the minimum statutory amount to satisfy any Federal, state or local income, employment, payroll or other taxes or obligations of any kind required by law to be withheld in respect of the RSUs vesting (the “tax obligation”) ; or (ii) whether the Company shall satisfy such liability by deducting from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the tax obligation.  If the Participant chooses option (i) above, no later than on the Settlement Date, the Participant shall pay the amount of the tax obligation to the Company, or make arrangements in writing satisfactory to the Company regarding payment of the tax obligation.  If the Participant does not affirmatively elect in writing to pay the tax obligation referred to in (i) above prior to the Vesting Date, the Company shall, in its discretion, have the right to deduct from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the amount of the tax obligation. .
7. No Obligation to Continue Employment . Neither the execution of this Agreement nor the issuance of the RSUs hereunder constitutes an agreement by the Company or any of its affiliates to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement, including but not limited to any period during which any RSUs are outstanding.
8. Miscellaneous .
(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement or any of the Participant’s rights, interests or obligations hereunder.
(b) This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the RSUs, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The Board may make equitable adjustments to the RSUs pursuant to Section 5(b) of the Plan in the event that it determines that any corporate reorganization or similar event as described therein has affected the Common Stock.
(c) The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it and any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.
(d) The Participant acknowledges and agrees that the RSUs granted hereunder shall be subject to potential forfeiture or recoupment under any policy on the recovery of compensation or other proceeds as may be adopted by the Board after the date hereof, as such policy may be amended from time to time.
(e) No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.
(f) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.
(g) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of

2
Time Based Award


any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
(h) The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.
(i) All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to VEREIT, Inc. at 2325 E. Camelback Road, Phoenix, AZ 85016, Attn: Chief Financial Officer.
(j) This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland without reference to rules relating to conflicts of law.
9. Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. The Plan is incorporated herein by reference. A copy of the Plan has been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant. Notwithstanding the foregoing, (i) Section 8 (entitled “ Excise Tax ”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and the section entitled “Code Section 280G” of the Employment Agreement shall instead apply for purposes of this Agreement, and (ii) Section 7 (entitled “ Change in Control ”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and Section 2 of this Agreement shall instead apply for purposes of this Agreement.
[signature page(s) follow]

3
Time Based Award



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 
 
VEREIT, INC.
 
 
 
 
 
 
By:
 
 
 
 
Name:
 
 
 
Title:




Participant
 
 
 
 
 
 
 

    






4
Exhibit 10.38

Performance Based Award

RESTRICTED STOCK UNIT AWARD AGREEMENT
PURSUANT TO THE
VEREIT, INC.
EQUITY PLAN
 

THIS AGREEMENT (this “ Agreement ”) is made as of February [23], 2016, by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “ Company ”), and _______________ (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted the VEREIT, Inc. Equity Plan (approved by the Board on September 6, 2011) (as such plan may be amended from time to time, the “ Plan ”);

WHEREAS, the Plan provides that the Company, through the Compensation Committee of the Board, has the ability to grant awards of restricted stock units to directors, officers and employees of the Company, among certain others;
WHEREAS, Participant and the Company are parties to an agreement setting forth the terms and conditions of the Participant’s employment with the Company, effective as of _______________ (the “ Employment Agreement ”); and
WHEREAS, subject to the terms and conditions of this Agreement and the Plan, the Board has determined that the Participant, as a key provider of services to the Company, shall be awarded RSUs (defined below) in the amount set forth below;
NOW, THEREFORE, the Company and the Participant agree as follows:
1. Award of RSUs . Subject to the terms, conditions and restrictions of the Plan and this Agreement, the Company hereby awards to the Participant [•] restricted stock units (the “ RSUs ”) on the date hereof (the “ Grant Date ”) (the “ Target Award ”). Subject to the terms of this Agreement, each RSU represents the right to receive one share of common stock of the Company, par value $0.01 (the “ Common Stock ”) for that number of RSUs (if any) that become vested in accordance with Section 2 hereof, as applied to the Target Award. The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to the RSUs until such time as the shares of Common Stock have been issued and delivered to the Participant in accordance with Section 5 of this Agreement.
2. Vesting .
(a) Subject to the terms of the Plan and this Agreement, a number of RSUs (if any) with respect to the Target Award shall become vested on the last day of the Performance Period (the “ Vesting Date ”) upon (i) the achievement of the applicable “Vesting Percentage” for the “Performance Period” in accordance with Appendix A hereto, and (ii) the Participant’s continued employment with the Company through the last day of the Performance Period.
(b) In the event of a termination of the Participant’s employment as a result of the Participant’s death or Disability (as defined in the Employment Agreement), a pro rata portion of the Participant’s unvested RSUs shall automatically vest, determined by multiplying the Target Award by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is the number of full months from the Grant Date through the expiration of the Performance Period, and the remainder of such RSUs shall be forfeited.
(c) In the event of a termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (each as defined in the Employment Agreement), all unvested RSUs granted hereunder (determined at the Target Award level) shall automatically vest as of the date of the Participant’s termination of employment, and the remainder of such RSUs shall be forfeited, provided, however, that the Participant has timely executed, and not revoked, a fully effective release of claims in accordance with the terms of the Employment Agreement.
(d) Except as provided in Section 2(b) or 2(c) , there shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date.
3. Forfeiture . If a Participant incurs a termination of employment for any reason other than as provided in Section 2, the Participant shall automatically forfeit any unvested RSUs without payment therefor.

Performance Based Award

4. Dividend Equivalents . Subject to Section 5(b) of the Plan, each RSU shall be credited with an amount equal to any regular per share dividend or distribution paid by the Company during the period between the date hereof and the date the RSUs are settled in accordance with Section 5. When such dividends or distributions are paid by the Company, the RSUs shall be credited with an amount determined by multiplying the number of shares of Common Stock subject to the RSUs by the regular per share dividend or distribution, which amount shall be held by the Company and subject to forfeiture until the RSUs vest in accordance with Section 3 hereof. Such dividend and distribution credits shall accumulate (without interest) and shall be paid to the Participant on the Settlement Date (as defined below).
5. Settlement . No later than thirty (30) days following the end of the applicable Vesting Date, or no later than sixty (60) days following the end of the applicable Vesting Date if such vesting occurs pursuant to Section 2(c) herein (the “ Settlement Date ”), the Company shall deliver to the Participant (i) a number of shares of Common Stock equal to the number of RSUs that vested on such Vesting Date, and (ii) a cash amount equal to any dividend and distribution credits calculated pursuant to Section 4 above, in each case subject to applicable tax withholding as provided in Section 6 below.
6. Taxes . Prior to the Vesting Date, the Participant shall notify the Company in writing whether he/she elects to: (i) pay in cash the minimum statutory amount to satisfy any Federal, state or local income, employment, payroll or other taxes or obligations of any kind required by law to be withheld in respect of the RSUs vesting (the “tax obligation”) ; or (ii) whether the Company shall satisfy such liability by deducting from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the tax obligation.  If the Participant chooses option (i) above, no later than on the Settlement Date, the Participant shall pay the amount of the tax obligation to the Company, or make arrangements in writing satisfactory to the Company regarding payment of the tax obligation.  If the Participant does not affirmatively elect in writing to pay the tax obligation referred to in (i) above prior to the Vesting Date, the Company shall, in its discretion, have the right to deduct from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the amount of the tax obligation. 
7. No Obligation to Continue Employment . Neither the execution of this Agreement nor the issuance of the RSUs hereunder constitutes an agreement by the Company or any of its affiliates to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement, including but not limited to any period during which any RSUs are outstanding.
8. Miscellaneous .
(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement or any of the Participant’s rights, interests or obligations hereunder.
(b) This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the RSUs, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The Board may make equitable adjustments to the RSUs pursuant to Section 5(b) of the Plan in the event that it determines that any corporate reorganization or similar event as described therein has affected the Common Stock.
(c) The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it and any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.
(d) The Participant acknowledges and agrees that the RSUs granted hereunder shall be subject to potential forfeiture or recoupment under any policy on the recovery of compensation or other proceeds as may be adopted by the Board after the date hereof, as such policy may be amended from time to time.
(e) No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.
(f) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

2
Performance Based Award

(g) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
(h) The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.
(i) All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to VEREIT, Inc. at 2325 E. Camelback Road, Phoenix, AZ 85016, Attn: Chief Financial Officer.
(j) This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland without reference to rules relating to conflicts of law.
9. Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. The Plan is incorporated herein by reference. A copy of the Plan has been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant. Notwithstanding the foregoing, (i) Section 8 (entitled “ Excise Tax ”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and the section entitled “Code Section 280G” of the Employment Agreement shall instead apply for purposes of this Agreement, and (ii) Section 7 (entitled “ Change in Control ”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and Section 2 of this Agreement shall instead apply for purposes of this Agreement.
[signature page(s) follow]

3
Performance Based Award


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 
 
VEREIT, INC.
 
 
 
 
 
 
By:
 
 
 
 
Name:
 
 
 
Title:




Participant
 
 
 
 
 
 
 

    

    

























4
Exhibit 10.39

Time-Based Award


RESTRICTED STOCK UNIT AWARD AGREEMENT
PURSUANT TO THE
VEREIT, INC. EQUITY PLAN
THIS AGREEMENT (this “ Agreement ”) is made as of February [23], 2016, by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “ Company ”), and _________________ (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted the VEREIT, Inc. Equity Plan (approved by the Board on September 6, 2011) (as such plan may be amended from time to time, the “ Plan ”);

WHEREAS, the Plan provides that the Company, through the Compensation Committee of the Board, has the ability to grant awards of restricted stock units to directors, officers and employees of the Company, among certain others; and
WHEREAS, subject to the terms and conditions of this Agreement and the Plan, the Board has determined that the Participant, as a key provider of services to the Company, shall be awarded RSUs (defined below) in the amount set forth below;
NOW, THEREFORE, the Company and the Participant agree as follows:
1. Award of RSUs . Subject to the terms, conditions and restrictions of the Plan and this Agreement, the Company hereby awards to the Participant ________ restricted stock units (the “ RSUs ”) on the date hereof (the “ Grant Date ”). Subject to the terms of this Agreement, each RSU represents the right to receive one share of common stock of the Company, par value $0.01 (“ Common Stock ”). The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to the RSUs until such time as the shares of Common Stock have been issued and delivered to the Participant in accordance with Section 5 of this Agreement.
2. Vesting . Subject to the terms of the Plan and this Agreement, the RSUs shall vest as follows:
(a) (i) one-third of the RSUs (______ units) shall vest on the first anniversary of the Grant Date, (ii) one-third of the RSUs (______ units) shall vest on the second anniversary of the Grant Date, and (iii) one-third of the RSUs (______ units) shall vest on the third anniversary of the Grant Date (each such anniversary, a “ Vesting Date ”); provided , in each case, that the Participant has not incurred a termination of employment prior to such date, except as provided in Section 2(b) below.
(b) In the event of a termination of the Participant’s employment as a result of the Participant’s death or Disability (as defined below), or by the Company without Cause (as defined below) (if applicable, a “ Vesting Date ”), a pro rata portion of the Participant’s unvested RSUs shall automatically vest, determined by multiplying the total number of RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is 36 (reduced by the number of RSUs that had vested prior to such termination date), and the remainder of such RSUs shall be forfeited.
(c) Except as provided in Section 2(b) , there shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Dates and all vesting shall occur only on the appropriate Vesting Date.
For purposes of this Agreement, “ Cause ” shall have the meaning of such definition in any employment agreement between the Participant and the Company, and if no such definition exists, then “ Cause ” shall mean (i) commission, with respect to the Company, an act of fraud, embezzlement, misappropriation, intentional misrepresentation or conversion of assets, (ii) conviction of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to the negligent operation of an automobile), (iii) willfully failing to substantially perform (other than by reason of illness or temporary disability) the Participant’s reasonably assigned material duties, (iv) engaging in willful misconduct in the performance of the Participant’s duties, (v) engaging in conduct that violated the Company’s then existing written internal policies or procedures and which is materially detrimental to the business and reputation of the Company, or (vi) materially breached any non-competition, non-disclosure or other agreement in effect between the Participant and the Company.

Time-Based Award

For purposes of this Agreement, “ Disability ” shall have the meaning of such definition in any employment agreement between the Participant and the Company, and if no such definition exists, then “ Disability ” shall mean that you are unable to perform your duties due to any sickness, injury or disability for a consecutive period of one hundred eighty (180) days or an aggregate of six (6) months in any twelve (12)-consecutive month period. A determination of “Disability” shall be made by a physician satisfactory to both you and the Company, provided that if you and the Company do not agree on a physician, you and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties. The appointment of one or more individuals to carry out your offices or duties during a period of your inability to perform such duties and pending a determination of Disability shall not be considered a breach of any agreement by the Company.
3. Forfeiture . If a Participant incurs a termination of employment for any reason other than as provided in Section 2, the Participant shall automatically forfeit any unvested RSUs without payment therefor.
4. Dividend Equivalents . Each RSU shall be credited with an amount equal to any per share dividend or distribution paid by the Company during the period between the date hereof and the date the RSUs are settled in accordance with Section 5, unless provision is made for the adjustment of the RSUs in connection with any such dividend or distribution pursuant to the corporate reorganization provision of Section 5(b) of the Plan. When such dividends or distributions are paid by the Company, the RSUs shall be credited with an amount determined by multiplying the number of shares of Common Stock subject to the RSUs by the per share dividend or distribution, which amount shall be held by the Company and subject to forfeiture until the RSUs vest in accordance with Section 3 hereof. Such dividend and distribution credits shall accumulate (without interest) and shall be paid to the Participant on the Settlement Date (as defined below).
5. Settlement . No later than thirty (30) days following the applicable Vesting Date (the “ Settlement Date ”), the Company shall deliver to the Participant (i) a number of shares of Common Stock equal to the number of RSUs that vested on such Vesting Date, and (ii) a cash amount equal to any dividend and distribution credits calculated pursuant to Section 4 above, in each case subject to applicable tax withholding as provided in Section 6 below.
6. Taxes . Prior to the Vesting Date, the Participant shall notify the Company in writing whether he/she elects to: (i) pay in cash the minimum statutory amount to satisfy any Federal, state or local income, employment, payroll or other taxes or obligations of any kind required by law to be withheld in respect of the RSUs vesting (the “tax obligation”) ; or (ii) whether the Company shall satisfy such liability by deducting from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the tax obligation.  If the Participant chooses option (i) above, no later than on the Settlement Date, the Participant shall pay the amount of the tax obligation to the Company, or make arrangements in writing satisfactory to the Company regarding payment of the tax obligation.  If the Participant does not affirmatively elect in writing to pay the tax obligation referred to in (i) above prior to the Vesting Date, the Company shall, in its discretion, have the right to deduct from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the amount of the tax obligation. 
7. No Obligation to Continue Employment . Neither the execution of this Agreement nor the issuance of the RSUs hereunder constitutes an agreement by the Company or any of its affiliates to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement, including but not limited to any period during which any RSUs are outstanding.
8. Miscellaneous .
(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement or any of the Participant’s rights, interests or obligations hereunder.
(b) This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the RSUs, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The Board may make equitable adjustments to the RSUs pursuant to Section 5(b) of the Plan in the event that it determines that any corporate reorganization or similar event as described therein has affected the Common Stock.
(c) The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it and any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary”

2
Time-Based Award

or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.
(d) The Participant acknowledges and agrees that the RSUs granted hereunder shall be subject to potential forfeiture or recoupment under any policy on the recovery of compensation or other proceeds as may be adopted by the Board after the date hereof, as such policy may be amended from time to time.
(e) No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.
(f) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.
(g) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
(h) The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.
(i) All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to VEREIT, Inc. at 2325 E. Camelback Road, Phoenix, AZ 85016, Attn: Chief Financial Officer.
(j) This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland without reference to rules relating to conflicts of law.
9. Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. The Plan is incorporated herein by reference. A copy of the Plan has been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant. Notwithstanding the foregoing, Section 7 (entitled “ Change in Control ”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and Section 2 of this Agreement shall instead apply for purposes of this Agreement. In addition, Section 8 (“Excise Tax”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein.
[signature page(s) follow]

3
Time-Based Award


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 
 
VEREIT, INC.
 
 
 
 
 
 
By:
 
 
 
 
Name:
 
 
 
Title:




Participant
 
 
 
 
 
 
 

    




4
Exhibit 10.40

Performance-Based Award



RESTRICTED STOCK UNIT AWARD AGREEMENT
PURSUANT TO THE
VEREIT, INC. EQUITY PLAN
THIS AGREEMENT (this “ Agreement ”) is made as of February [23], 2016, by and between VEREIT, Inc., a Maryland corporation with its principal office at 2325 E. Camelback Road, Phoenix, Arizona 85016 (the “ Company ”), and _________________ (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted the VEREIT, Inc. Equity Plan (approved by the Board on September 6, 2011) (as such plan may be amended from time to time, the “ Plan ”);

WHEREAS, the Plan provides that the Company, through the Compensation Committee of the Board, has the ability to grant awards of restricted stock units to directors, officers and employees of the Company, among certain others; and
WHEREAS, subject to the terms and conditions of this Agreement and the Plan, the Board has determined that the Participant, as a key provider of services to the Company, shall be awarded RSUs (defined below) in the amount set forth below;
NOW, THEREFORE, the Company and the Participant agree as follows:
1. Award of RSUs . Subject to the terms, conditions and restrictions of the Plan and this Agreement, the Company hereby awards to the Participant ________ restricted stock units (the “ RSUs ”) on the date hereof (the “ Grant Date ”). Subject to the terms of this Agreement, each RSU represents the right to receive one share of common stock of the Company, par value $0.01 (“ Common Stock ”). The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to the RSUs until such time as the shares of Common Stock have been issued and delivered to the Participant in accordance with Section 5 of this Agreement.
2. Vesting .
(a) Subject to the terms of the Plan and this Agreement, a number of RSUs (if any) with respect to the Target Award shall become vested on the last day of the Performance Period (the “ Vesting Date ”) upon (i) the achievement of the applicable “Vesting Percentage” for the “Performance Period” in accordance with Appendix A hereto, and (ii) the Participant’s continued employment with the Company through the last day of the Performance Period.
(b) In the event of a termination of the Participant’s employment as a result of the Participant’s death or Disability (as defined below), or by the Company without Cause (as defined below) (if applicable, a “ Vesting Date ”), a pro rata portion of the Participant’s unvested RSUs shall automatically vest, determined by multiplying the total number of RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is the number of full months from the Grant Date through the expiration of the Performance Period, and the remainder of such RSUs shall be forfeited.
(c) Except as provided in Section 2(b) , there shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Dates and all vesting shall occur only on the appropriate Vesting Date.
For purposes of this Agreement, “ Cause ” shall have the meaning of such definition in any employment agreement between the Participant and the Company, and if no such definition exists, then “ Cause ” shall mean (i) commission, with respect to the Company, an act of fraud, embezzlement, misappropriation, intentional misrepresentation or conversion of assets, (ii) conviction of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to the negligent operation of an automobile), (iii) willfully failing to substantially perform (other than by reason of illness or temporary disability) the Participant’s reasonably assigned material duties, (iv) engaging in willful misconduct in the performance of the Participant’s duties, (v) engaging in conduct that violated the Company’s then existing written internal policies or procedures and which is materially detrimental to the business and reputation of the Company, or (vi) materially breached any non-competition, non-disclosure or other agreement in effect between the Participant and the Company.


Performance-Based Award

For purposes of this Agreement, “ Disability ” shall have the meaning of such definition in any employment agreement between the Participant and the Company, and if no such definition exists, then “ Disability ” shall mean that you are unable to perform your duties due to any sickness, injury or disability for a consecutive period of one hundred eighty (180) days or an aggregate of six (6) months in any twelve (12)-consecutive month period. A determination of “Disability” shall be made by a physician satisfactory to both you and the Company, provided that if you and the Company do not agree on a physician, you and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties. The appointment of one or more individuals to carry out your offices or duties during a period of your inability to perform such duties and pending a determination of Disability shall not be considered a breach of any agreement by the Company.
3. Forfeiture . If a Participant incurs a termination of employment for any reason other than as provided in Section 2, the Participant shall automatically forfeit any unvested RSUs without payment therefor.
4. Dividend Equivalents . Each RSU shall be credited with an amount equal to any per share dividend or distribution paid by the Company during the period between the date hereof and the date the RSUs are settled in accordance with Section 5, unless provision is made for the adjustment of the RSUs in connection with any such dividend or distribution pursuant to the corporate reorganization provision of Section 5(b) of the Plan. When such dividends or distributions are paid by the Company, the RSUs shall be credited with an amount determined by multiplying the number of shares of Common Stock subject to the RSUs by the per share dividend or distribution, which amount shall be held by the Company and subject to forfeiture until the RSUs vest in accordance with Section 3 hereof. Such dividend and distribution credits shall accumulate (without interest) and shall be paid to the Participant on the Settlement Date (as defined below).
5. Settlement . No later than thirty (30) days following the applicable Vesting Date (the “ Settlement Date ”), the Company shall deliver to the Participant (i) a number of shares of Common Stock equal to the number of RSUs that vested on such Vesting Date, and (ii) a cash amount equal to any dividend and distribution credits calculated pursuant to Section 4 above, in each case subject to applicable tax withholding as provided in Section 6 below.
6. Taxes . Prior to the Vesting Date, the Participant shall notify the Company in writing whether he/she elects to: (i) pay in cash the minimum statutory amount to satisfy any Federal, state or local income, employment, payroll or other taxes or obligations of any kind required by law to be withheld in respect of the RSUs vesting (the “tax obligation”) ; or (ii) whether the Company shall satisfy such liability by deducting from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the tax obligation.  If the Participant chooses option (i) above, no later than on the Settlement Date, the Participant shall pay the amount of the tax obligation to the Company, or make arrangements in writing satisfactory to the Company regarding payment of the tax obligation.  If the Participant does not affirmatively elect in writing to pay the tax obligation referred to in (i) above prior to the Vesting Date, the Company shall, in its discretion, have the right to deduct from any settlement of shares of Common Stock and cash otherwise due to the Participant on the Settlement Date a number of shares of Common Stock and cash having an aggregate value equal to the amount of the tax obligation. 
7. No Obligation to Continue Employment . Neither the execution of this Agreement nor the issuance of the RSUs hereunder constitutes an agreement by the Company or any of its affiliates to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement, including but not limited to any period during which any RSUs are outstanding.
8. Miscellaneous .
(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement or any of the Participant’s rights, interests or obligations hereunder.
(b) This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the RSUs, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The Board may make equitable adjustments to the RSUs pursuant to Section 5(b) of the Plan in the event that it determines that any corporate reorganization or similar event as described therein has affected the Common Stock.
(c) The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it and any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary”

2
Performance-Based Award

or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.
(d) The Participant acknowledges and agrees that the RSUs granted hereunder shall be subject to potential forfeiture or recoupment under any policy on the recovery of compensation or other proceeds as may be adopted by the Board after the date hereof, as such policy may be amended from time to time.
(e) No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.
(f) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.
(g) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
(h) The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.
(i) All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to VEREIT, Inc. at 2325 E. Camelback Road, Phoenix, AZ 85016, Attn: Chief Financial Officer.
(j) This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland without reference to rules relating to conflicts of law.
9. Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. The Plan is incorporated herein by reference. A copy of the Plan has been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant. Notwithstanding the foregoing, Section 7 (entitled “ Change in Control ”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and Section 2 of this Agreement shall instead apply for purposes of this Agreement. In addition, Section 8 (“Excise Tax”) of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein.
[signature page(s) follow]

3
Performance-Based Award

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 
 
VEREIT, INC.
 
 
 
 
 
 
By:
 
 
 
 
Name:
 
 
 
Title:




Participant
 
 
 
 
 
 
 

    



4
Exhibit 10.41

VEREIT, Inc.
2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016


February 23, 2016

Paul H. McDowell
5 Bryant Park
New York, New York 10018

RE: Terms of Employment

Dear Mr. McDowell:

The following sets forth the terms and conditions of your employment (this “Agreement”) with VEREIT, Inc. (the “Company”) as of February 23, 2016 (the “Effective Date”). This Agreement supersedes and replaces in all respects that agreement entered into between you and the Company on January 8, 2014, which assumed your employment agreement dated as of September 24, 2013 .

Position & Title
Your title will be Executive Vice President, Chief Operating Officer of the Company, reporting to the Chief Executive Officer of the Company or such other senior executive officer of the Company as the Chief Executive Officer may designate. In this capacity, you will have the duties, authorities and responsibilities as designated from time to time by the Chief Executive Officer or his designee, commensurate with your position. You shall devote substantially all of your business time and attention and your best efforts to the performance of your duties and responsibilities hereunder. Notwithstanding the foregoing, you may participate in charitable, academic or community activities (including service on charitable boards), and in trade or professional organizations; provided that all of your activities do not otherwise interfere with your duties and responsibilities to the Company. At all times during your employment with the Company, you agree to adhere to all of the Company’s written policies, rules and regulations governing the conduct of its employees that are provided to you, including without limitation, any compliance manual, code of ethics and employee handbook and other policies adopted by the Company from time to time.

Location
You will work primarily out the Company’s offices in New York, New York, provided that you understand and agree that you may be required to spend significant time at the Company’s offices in Phoenix, Arizona. You may also be required to travel on Company business from time to time.

Base Salary
You will be paid a base salary at the rate of $500,000 per annum, payable in periodic installments according to the Company’s normal payroll practices (as adjusted from time to time in accordance herewith, the “Base Salary”). The Base Salary is subject to periodic review by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), but shall not be decreased below this level.

Annual Bonus
You will be eligible to receive an annual bonus (“Annual Bonus”) for each completed calendar year that you are employed by the Company, with a target annual bonus opportunity equal to 100% of your Base Salary (“Target Bonus”), based upon the achievement of performance goals established by the Compensation Committee in consultation with the Chief Executive Officer. Any Annual Bonus for a completed calendar year will be paid by the Company at the same time that bonuses are generally paid to other senior executives of the Company, provided, however, that you must be employed by the Company on the date of payment to be eligible to receive such Annual Bonus (except as otherwise provided herein).



Employee Benefits
You will be entitled to the standard employee benefits provided by the Company to its employees generally (currently including participation in the 401(k) plan, health care coverage, group life insurance and group disability coverage), which benefits are subject to change from time to time at the Company’s sole discretion. During 2016, you will be entitled to five (5) weeks of paid vacation, to be taken and accrued under the Company’s vacation policy. For each full calendar year thereafter, you will be entitled to four (4) weeks of paid vacation. In addition, in or about July 2016, you will be entitled to a payment in the amount of $50,000 as reimbursement for premiums related to your whole life insurance policy.

Equity Awards
You will be eligible to receive an annual long term incentive equity award with respect to shares of the Company’s common stock for each calendar year of your employment, subject to such terms and conditions, including types of award and vesting, as may be determined by the Compensation Committee in consultation with the Chief Executive Officer. Such terms and conditions shall be determined on the same basis as equity awards made generally to other senior executives of the Company.  

Indemnification
The Company will provide you with indemnification rights and directors and officers insurance coverage pursuant to the Company’s standard form of Indemnification Agreement, a copy of which has been provided to you.

Expenses
You shall be entitled to reimbursement of reasonable business expenses, in accordance with the Company’s policy, as in effect from time to time, including, without limitation, reasonable travel and entertainment expenses incurred by you in connection with the business of the Company, after the presentation by you of appropriate documentation.

Termination of Employment
You will be an “at-will” employee, and the Company may terminate your employment with or without Cause (as defined below) at any time upon written notice to you, and you may terminate your employment for any reason upon not less than thirty (30) days written notice to the Company (which the Company may, in its sole discretion, make effective earlier than any notice date).

Upon your termination of employment, the Company will pay or provide you with (i) any unpaid Base Salary through the date of termination in accordance with the Company’s normal payroll practices, (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination in accordance with the Company’s expense reimbursement policy and (iii) all other payments or benefits to which you are entitled under the terms of any applicable compensation arrangement or benefit plan or program which will be paid or provided in accordance with the terms of such arrangement, plan or program (collectively, the “Accrued Benefits”).

In the event of a termination of your employment due to your death or Disability (as defined below), in addition to the Accrued Benefits, you or your designated beneficiary (as discussed in more detail below under “General”), as applicable, will be entitled to any earned and accrued but unpaid Annual Bonus for the year prior to the year of termination, payable when the applicable Annual Bonus for such year would have otherwise been paid (had you remained employed by the Company through the payment date thereof). In addition, upon any such termination due to your death or Disability, a prorated number of shares underlying all of the then-outstanding and unvested portion of any equity award granted to you by the Company on or after the Effective Date but prior to April 1, 2018 shall become vested, determined by multiplying the number of shares subject to such equity awards by a fraction, the numerator of which is the number of whole months elapsed from the date of grant of the equity award until the date of your termination of employment and the denominator of which is the total number of whole months in the applicable vesting period for such equity award; and if an outstanding equity award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then such equity award shall be subject to such pro rata vesting for the applicable performance period, assuming the performance criteria had been achieved at target levels for such period.  


2

In the event of a termination of your employment (i) by the Company without Cause or (ii) by you for Good Reason (a “Qualifying Termination”), in addition to the Accrued Benefits, you will be entitled to (A) any earned and accrued but unpaid Annual Bonus for the year prior to the year of termination, payable when the applicable Annual Bonus for such year would have otherwise been paid (had you remained employed by the Company through the payment date thereof) but in no event later than the last day of the year in which such termination occurs (the “Prior Year Bonus”), and (B) severance payments equal to the sum of your annual Base Salary and Target Bonus for the year of termination, payable in substantially equal installments based on the Company’s payroll periods over the twelve (12) month period following the date of your Qualifying Termination (the “Severance Period”).

In the event of a Qualifying Termination, provided that you timely elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay or provide you with continued participation, at the same cost to you as if you were an active employee, for you and your then covered dependents in the applicable group medical plan of the Company, if any, in which you and your eligible dependents participated as of the date of the Qualifying Termination in accordance with the terms of such plan in effect from time to time, for a period equal to the earliest of (i) the completion of the Severance Period,  (ii) the date that you obtain new employment that offers group medical coverage or (iii) the COBRA continuation period (the “Continued Medical Coverage”).  However, if the Company reasonably determines that it is necessary or advisable to avoid any penalties or additional taxes associated with such coverage, in lieu of such Continued Medical Coverage, you may receive monthly payments equal to the monthly COBRA rate (or equivalent rate) under such group medical plan less the active employee rate for such medical coverage.

In addition, in the event of a Qualifying Termination, (i) all of the then-outstanding and unvested portion of any equity award granted to you by the Company on or after the Effective Date but prior to April 1, 2018 shall become vested in full, and (ii) if such an outstanding equity award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then such equity award shall vest as to the number of shares equal to 100% of the number of shares that would have been earned pursuant to the terms thereof assuming the performance criteria had been achieved at target levels for the relevant performance period (the “Accelerated Vesting”).

In order to receive the Severance Payments, the Prior Year Bonus, and the Continued Medical Coverage and the Accelerated Vesting, you must execute, and not revoke, a fully effective release of claims, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following the date of your termination of employment. The first Severance Payment will be made on the sixtieth (60th) day following the date of your termination of employment, and will include payment of any amounts that were otherwise due prior thereto.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

“ Cause ” means that you have: (i) committed, with respect to the Company, an act of fraud, embezzlement, misappropriation, intentional misrepresentation or conversion of assets, (ii) been convicted of, or entered a plea of guilty or “ nolo contendere ” to, a felony (excluding any felony relating to the negligent operation of an automobile), (iii) willfully failed to substantially perform (other than by reason of illness or temporary disability) your reasonably assigned material duties, (iv) engaged in willful misconduct in the performance of your duties, (v) engaged in conduct that violated the Company’s then existing written internal policies or procedures that have been provided to you in writing prior to such conduct and which is materially detrimental to the business and reputation of the Company, or (vi) materially breached any non-competition, non-disclosure or other agreement in effect between you and the Company; provided, however, that with respect to clauses (iii) and (iv), no event shall constitute Cause unless (A) the Company has given you written notice of termination setting forth the conduct that is alleged to constitute Cause within thirty (30) days of the first date on which the Company has knowledge of such conduct, and (B) you fail to cure such conduct within thirty (30) days following the date on which such notice is provided.

“ Disability ” means that you are unable to perform your duties hereunder due to any sickness, injury or disability for a consecutive period of one hundred eighty (180) days or an aggregate of six (6) months in any twelve (12)-consecutive month period. A determination of “Disability” shall be made by a physician satisfactory to both you and the Company, provided that if you and the Company do not agree on a physician, you and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties. The appointment of one or more individuals to carry out your offices or duties during a period of your inability to perform such duties and pending a determination of Disability shall not be considered a breach of this Agreement by the Company.


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“ Good Reason ” means (i) a reduction in your Base Salary or Target Bonus percentage, (ii) a reduction in your title or a material diminution in your duties, responsibilities or authorities, or (iii) the relocation of your primary place of employment to a location that is more than 50 miles from the location of the Company’s offices in New York, New York, as of the date hereof; provided that no event will constitute Good Reason unless (A) you have given the Company written notice setting forth the conduct of the Company that is alleged to constitute Good Reason, within thirty (30) days of the first date on which you have knowledge of such conduct, and (B) the Company fails to cure such conduct within thirty (30) days following the date on which such written notice is provided.

Code Section 280G
Notwithstanding the other provisions of this Agreement, in the event that the amount of payments payable to you under this Agreement or otherwise would constitute an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended), then such payments will be reduced by the minimum possible amounts until no amount payable to you constitutes an “excess parachute payment;” provided, however, that no such reduction will be made if the net after-tax payment (after taking into account Federal, state, local, and other income and excise taxes) to which you would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local and other income and excise taxes) to you resulting from the receipt of such payments with such reduction. The payment reduction (if any) contemplated herein will be implemented by (a) first reducing any cash severance payments, (b) then reducing other cash payments, and (c) then reducing all other benefits, in each case, with amounts having later payment dates being reduced first. A determination as to whether any payment reduction is required, and if so, as to which payments are to be reduced and the amount of the reduction, will be made by a nationally recognized public accounting firm selected by the Company. The fees and expenses of the accounting firm will be paid entirely by the Company and the determinations made by accounting firm will be binding upon you and the Company.

Code Section 409A
The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will be made or provided at the date which is the earlier of (A) the day after the expiration of the six-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments.

General
The Company may withhold from any and all amounts payable to you such federal, state and local taxes as may be required to be withheld pursuant to applicable laws or regulations.

Any amounts payable hereunder after your death shall be paid to your designated beneficiary or beneficiaries, whether received as a designated beneficiary or by will or the laws of descent and distribution. You may designate a beneficiary or beneficiaries for all purposes of this Agreement, and may change at any time such designation, by notice to the Company making specific reference to this Agreement.

In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement and except as set forth herein with respect to Continued Medical Coverage, such amounts shall not be reduced or otherwise subject to offset in any manner, regardless of whether you obtain other employment.


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You hereby certify that you are not a party to any agreement or understanding, written or oral, and you are not subject to any restriction, which could prevent you from performing all of your duties and obligations hereunder. If you possess any proprietary or confidential information regarding any previous employer, you hereby agree that you will neither disclose nor use such information in a manner which would cause you to violate any preexisting agreements with that employer. Section 8 (“Representations”) of the Employee Confidentiality and Non-Competition Agreement, attached hereto as Exhibit B , is hereby incorporated by reference.

This Agreement shall be governed under the laws of the State of New York, without regard to the principles of conflicts of laws.

These are the terms of your employment with the Company subject to our receipt of (i) your signed acceptance of this Agreement and (ii) your signed acceptance of the Employee Confidentiality and Non-Competition Agreement attached hereto as Exhibit B and incorporated herein .

This Agreement may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.


Sincerely,

/s/ Glenn Rufrano
 
Glenn Rufrano
 
Chief Executive Officer
 
VEREIT, Inc.
 

    
Accepted By:

/s/ Paul H. McDowell
 
 Paul H. McDowell
 



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EXHIBIT A
GENERAL RELEASE AND WAIVER AGREEMENT
This General Release and Waiver Agreement (the “General Release”) is made as of the ___ day of ______________, 20_ by Paul H. McDowell (the “Executive”),
WHEREAS, the Executive and VEREIT, Inc. (the “Company”) have entered into an Employment Agreement (the “Agreement”) effective as of February __, 2016 that provides for certain compensation and severance amounts upon his termination of employment; and
WHEREAS, the Executive has agreed, pursuant to the terms of the Agreement, to execute a release and waiver in the form set forth in this General Release in consideration of the Company’s agreement to provide the compensation and severance amounts upon his termination of employment set out in the Agreement; and
WHEREAS, the Executive has incurred a termination of employment effective as of _______________, 20_; and
WHEREAS, the Company and the Executive desire to settle all rights, duties and obligations between them, including without limitation all such rights, duties, and obligations arising under the Agreement or otherwise out of the Executive’s employment by the Company.
NOW THEREFORE, intending to be legally bound and for good and valid consideration the sufficiency of which is hereby acknowledged, the Executive agrees as follows:
1. RELEASE. In consideration of the Agreement and for the payments to be made pursuant to the Agreement:
(a) Except as set forth in Section 1(b) herein, the Executive knowingly and voluntarily releases, acquits and forever discharges the Company, and any and all of its past and present owners, parents, affiliated entities, divisions, subsidiaries and each of their respective stockholders, members, predecessors, successors, assigns, managers, agents, directors, officers, employees, representatives, attorneys, employee benefit plans and plan fiduciaries, and each of them (collectively, the “Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, causes of action, suits, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, against them which the Executive or any of his heirs, executors, administrators, successors and assigns (“Executive Persons”) ever had, now has or at any time hereafter may have, own or hold by reason of any matter, fact, or cause whatsoever from the beginning of time up to and including the effective date of this General Release (hereinafter referred to as the “Executive’s Claims”), including without limitation: (i) any claims arising out of or related to any federal, state and/or local labor or civil rights laws including, without limitation, the federal Civil Rights Acts of 1866, 1871, 1964 and 1991, the Rehabilitation Act, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act of 1967, as amended by, inter alia , the Older Workers Benefit Protection Act of 1990, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938, as they may be or have been amended from time to time, and any and all other federal, state or local laws, regulations or constitutions covering the same or similar subject matters; and (ii) any and all other of the Executive’s Claims arising out of or related to any contract, any and all other federal, state or local constitutions, statutes, rules or regulations, or under any common law right of any kind whatsoever, or under the laws of any country or political subdivision, including, without limitation, any of the Executive’s Claims for any kind of tortious conduct (including but not limited to any claim of defamation or distress), breach of the Agreement, violation of public policy, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, overtime compensation, benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses, or any other claims of any nature; and all claims under any other federal, state or local laws relating to employment, except in any case to the extent such release is prohibited by applicable federal, state and/or local law.
(b) Notwithstanding anything herein to the contrary, the release set forth herein, dose not release, limit, waive or modify and shall not extend to: (i) those rights which as a matter of law cannot be waived; (ii) claims, causes of action or demands of any kind that may arise after the date hereof and that are based on acts or omissions occurring after such date; (iii) claims for indemnification, advancement and reimbursement of legal fees and expenses or contribution under the Agreement or under any other agreement with, or the organizational documents of, the Company or its affiliates, (iv) claims for coverage under any directors and officers insurance policy; (v) claims under COBRA; (vi) claims with respect to accrued, vested benefits or

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payments under any employee benefit or equity plan of the Company; (vii) claims relating to Executive’s right to any Severance Payments, the Prior Year Bonus, the Continued Medical Coverage and the Accelerated Vesting, each as defined in the Agreement; (viii) claims to enforce the terms of this release and (ix) Executive’s rights as a stockholder of the Company.
(c) The Executive acknowledges that he is aware that he may later discover facts in addition to or different from those which he now knows or believes to be true with respect to the subject matter of this Release, but it is his intention to fully and finally forever settle and release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist or may previously have existed between himself and the Releasees or any of them, and that in furtherance of this intention, the Executive’s general release given herein shall be and remain in effect as a full and complete general release notwithstanding discovery or existence of any such additional or different facts.
(d) Executive represents that he has not filed or permitted to be filed and will not file against the Releasees, any claim, complaints, charges, arbitration or lawsuits and covenants and agrees that he will not seek or be entitled to any personal recovery in any court or before any governmental agency, arbitrator or self-regulatory body against any of the Releasees arising out of any matters set forth in Section 1(a) hereof. If Executive has or should file a claim, complaint, charge, grievance, arbitration, lawsuit or similar action, he agrees to remove, dismiss or take similar action to eliminate such claim, complaint, charge, grievance, arbitration, lawsuit or similar action within five (5) days of signing this Termination Release.
(e) Notwithstanding the foregoing, this Termination Release is not intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission (hereinafter referred to as the “EEOC”) in connection with any claim he believes he may have against the Company. However, Executive hereby agrees to waive the right to recover money damages in any proceeding he may bring before the EEOC or any other similar body or in any proceeding brought by the EEOC or any other similar body on his behalf. This General Release does not release, waive or give up any claim for workers’ compensation benefits, indemnification rights, vested retirement or welfare benefits he is entitled to under the terms of the Company’s retirement and welfare benefit plans, any other vested shares, equity or benefits or indemnification arrangements, as in effect from time to time, any right to unemployment compensation that Executive may have, or his right to enforce his rights under the Agreement.
2. CONFIRMATION OF OBLIGATIONS. Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.
3. CONFIDENTIALITY; NO COMPETITION; NONSOLICITATION.
(a) Executive hereby confirms and agrees to his confidentiality, nonsolicitation and non-competition obligations pursuant to the Agreement and his duty of loyalty and fiduciary duty to the Company under applicable statutory or common law.
(b) The Executive and the Company each agree to keep the terms of this General Release confidential and shall not disclose the fact or terms to third parties, except as required by applicable law or regulation or by court order or, as to the Company, in the normal course of its business; provided, however, that Executive may disclose the terms of this General Release to members of his immediate family, his attorney or counselor, and persons assisting his in financial planning or tax preparation, provided these people agree to keep such information confidential. Notwithstanding the foregoing, the Executive may in all events disclose the terms of this General Release to his attorney or counselor in connection with anything coming within the scope of subparagraph (b) of the foregoing Paragraph 1.
(c) Notwithstanding anything herein to the contrary, nothing in this agreement shall (i) prohibit the Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the employer of any reporting described in clause (i).
4. NO DISPARAGEMENT. Each of the Executive and the Company agree not to disparage the other, including making any statement or comments or engaging in any conduct that is disparaging toward the Company (including the Releasees and each of them) or the Executive, as the case may be, whether directly or indirectly, by name or innuendo; provided , however , that nothing in this General Release shall restrict communications protected as privileged under federal or state law to testimony or communications ordered and required by a court, in arbitration or by an administrative agency of competent jurisdiction.
5. REMEDIES FOR BREACH. In the event that either Party breaches, violates, fails or refuses to comply with any of the provisions, terms or conditions or any of the warranties or representations of this General Release (the “Breach”), in its sole discretion the non-breaching Party shall recover against the breaching Party damages, including reasonable attorneys’ fees, accruing to the non-breaching Party as a consequence of the Breach. Regardless of and in addition to any right to damages the non-breaching Party may have, the non-breaching Party shall be entitled to injunctive relief. The provisions of Paragraphs 1, 2,

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3 and 4 hereof are material and critical terms of this General Release, and the Executive agrees that, if he breaches any of the provisions of these paragraphs, the Company shall be entitled to injunctive relief against the Executive regardless of and in addition to any other remedies which are available.
6. NO RELIANCE. Neither the Executive nor the Company is relying on any representations made by the other (including any of the Releasees) regarding this General Release or the implications thereof.
7. MISCELLANEOUS PROVISIONS.
(a) This General Release contains the entire agreement between the Company and the Executive concerning the matters set forth herein. No oral understanding, statements, promises or inducements contrary to the terms of this General Release exist. This General Release cannot be changed or terminated orally. Should any provision of this General Release be held invalid, illegal or unenforceable, it shall be deemed to be modified so that its purpose can lawfully be effectuated and the balance of this General Release shall be enforceable and remain in full force and effect.
(b) This General Release shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs and assigns.
(c) This General Release shall be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflict of law, principles, rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(d) This General Release may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
8. EFFECTIVE DATE/REVOCATION. The Executive may revoke this General Release in writing at any time during a period of seven (7) calendar days after his execution of this General Release (the “Revocation Period”). This General Release shall be effective and enforceable automatically on the day after the expiration of the Revocation Period (the “Effective Date”). If the Executive revokes this General Release, no severance or any other payment pursuant to the Agreement or otherwise shall be due or payable by the Company to the Executive.
9. ACKNOWLEDGEMENT. In signing this General Release, the Executive acknowledges that:
(a) The Executive has read and understands the Agreement and the General Release and the Executive is hereby advised in writing to consult with an attorney prior to signing this General Release;
(b) The Executive has consulted with his attorney, and he has signed the General Release knowingly and voluntarily and understands that the General Release contains a full and final release of all of the Executive’s claims;
(c) The Executive is aware and is hereby advised that the Executive has the right to consider this General Release for twenty-one (21) calendar days before signing it (or in the event of a group termination program forty-five (45) days), and that if the Executive signs this Agreement prior to the expiration of the twenty-one (21) calendar days (or 45 days, if applicable), the Executive is waiving the right freely, knowingly and voluntarily; and
(d) The General Release is not made in connection with an exit incentive or other employee separation program offered to a group or class of employees.
IN WITNESS WHEREOF, the Executive has executed this General Release as of the day and year first above written.
_________________________________


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EXHIBIT B
EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is made as of February 23, 2016, by the undersigned employee (hereinafter called “Employee”) of VEREIT, Inc. (together with all other affiliated and/or related entities of the foregoing, the “Employer'' or the “Company”) a Maryland corporation.

WHEREAS, prior to employment by Employer, Employee understood and agreed that an agreement containing restrictive and other provisions of the type hereinafter set forth would be entered into by Employee as an ancillary part of the taking of such employment and Employee is in fact herein entering into such an agreement;

WHEREAS, Employee understands that at various times Employee may be performing services for the benefit of any one or more of the entities comprising the Employer even though Employee may actually be an employee of only one or less than all of such entities or individuals;

WHEREAS, Employee understands and agrees that Employee will be an employee at will without employment or any right of employment for any fixed or particular time period or term notwithstanding that Employee's compensation arrangements now or in the future may be based upon a stated time period or time basis which will not in any way constitute any agreement or understanding that Employee is or will be employed for that or any other particular time period or for any fixed term, and at all times Employee will remain and be, in fact, an employee at will.

NOW, THEREFORE, with intent to be legally bound, as an ancillary part of the taking of said employment and in consideration thereof, Employee agrees as follows:

1. CONFIDENTIAL AND PROPRIETARY INFORMATION OF EMPLOYER

The Employee recognizes and acknowledges that certain assets of the Employer constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Employee or the Employer, other employees of the Employer, or others in a confidential relationship with the Employer, and relating to the Employer's business including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary Employer programs, sales products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Employee acquired or obtained by virtue of work performed for the Employer, or which the Employee may acquire or may have acquired knowledge of during the performance of said work. The Employee shall not, during the term of Employee's employment with the Company (the “Term”) or at any time thereafter, disclose all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with his any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information.

In the event that the Employee receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Employee agrees to (a) promptly notify the Employer in writing of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Employer on the advisability of taking legally available steps to resist or narrow such request or requirement, and (c) assist the Employer in seeking a protective order or other appropriate remedy (in which case the Employer shall pay or reimburse the Employee for all reasonable out-of-pocket expenses incurred in connection with such consultation or assistance). In the event that such protective order or other remedy is not obtained or that the Employer waives compliance with the provisions hereof, the Employee shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Employee not permitted by this Agreement.

Notwithstanding anything herein to the contrary, nothing in this agreement shall (i) prohibit the Employee from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the employer of any reporting described in clause (i).


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2. INTELLECTUAL PROPERTY OF EMPLOYER

During the Term, the Employee shall promptly disclose to the Employer or any successor or assign, and grant to the Employer and its successors and assigns without any separate remuneration or compensation other than that received by his in the course of his employment, his entire right, title and interest in and to any and all inventions, developments, discoveries, models, or any other intellectual property of any type or nature whatsoever (“Intellectual Property”), whether developed by his during or after business hours, or alone or in connection with others, that is in any way related to the business of the Employer, its successors or assigns. This provision shall not apply to books or articles authored by the Employee during non-work hours, consistent with his obligations under this Agreement, so long all such books or articles (a) are not funded in whole or in party by the Employer, and (b) do not contain any Confidential Information or Intellectual Property of the Employer. The Employee agrees, at the Employer's expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Employer, and cooperate fully and assist the Employer in any litigation or other proceedings involving any such Intellectual Property.

3. NON-COMPETITION BY EMPLOYEE AND RESTRICTIVE COVENANT

During the Term and for a period of twelve (12) calendar months after the termination of the Employee’s employment for any reason (the “Restricted Period”), the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: engage or assist others who engage, in whole or in part, in any business or enterprise that is directly competitive with (x) the business that the Company engaged in during the period of the Employee's employment with the Company, currently net leased real estate investments, or (y) any product, service or business as to which the Company has actively begun preparing to develop at the time of Employee's separation from the Company.

During the Term and the Restricted Period, the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) have any contact with any investor, advisor or registered financial representative which was an investor, or advisor or registered financial representative of an investor, of the Company during the Term or which the Company was actively pursuing as a potential investor, advisor or registered financial representative of a potential investor at the end of the Term, for the purpose of pursuing activities with that investor, advisor or registered financial representative which are competitive with or similar to the relationship between the Company and that investor, or (b) without the prior consent of the Board of Directors of the Company, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time during the Term.

Nothing in this Section 3 shall prohibit Employee from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Employee agrees to secure prior written consent from the Chief Compliance Officer of the Company for any outside business activity described in the Written Supervisory Procedures.

The Employee agrees that the restraints imposed upon him pursuant to this Section 3 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that in the event that any provision of this Section 3 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too greatly a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

4. EMPLOYER PROPERTY

Employee shall be responsible for the safekeeping of any equipment or property provided by Employer, including but not limited to furniture, supplies, records, documents, cellular phones, laptop computers, desktop computers, printers, fax machines, answering machines, computer software, manuals, etc.

Upon termination of Employee's employment with Employer, Employee shall turn over to Employer upon demand all such equipment and property provided by Employer. Employee must also return to Employer all Employer files, records and keys issued.

5. INJUNCTIVE RELIEF

Employee and Employer agree that any breach by Employee of the covenants and agreements contained in any Section of this Agreement will result in irreparable injury to Employer for which money damages could not adequately compensate Employer and therefore, in the event of any such breach, Employer shall be entitled (in addition to any other rights or remedies which

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Employer may have at law or in equity, including money damages) to have an injunction issued by any competent court of equity enjoining and restraining Employee and/or any other person involved therein from continuing such breach. If Employer resorts to the courts of competent jurisdiction for the enforcement of any of the covenants or agreements contained herein, or if such covenants or agreements are otherwise the subject of litigation between the parties, if the Employer prevails in such action on all material issues, then any limiting term of such covenants and agreements shall be extended for a period of time equal to the period of such breach, which extension shall commence on the later of (a) the date of which the original (unextended) term of such covenants and agreements is scheduled to terminate or (b) the date that the final court (without further right of appeal) enforces such covenant or agreement.

6. CONTINUING EFFECT OF OTHER PROVISIONS IN EVENT OF PARTIAL INVALIDITY

Employee further agrees that a breach of any agreement, whether written or oral, between Employer and Employee or any other actionable conduct by Employee, or any defense, set-off or counterclaim by Employee against Employer, or any other related rights Employee has against Employer will have no effect on any or all of the terms and provisions of the restrictive covenants and other agreements contained herein or on their enforceability and validity. If any portion of the covenants or agreements contained in this Agreement, or the application thereof, is construed to be invalid or unenforceable then the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions. If any covenant or agreement therein is held to be unenforceable because of the area covered or the duration thereof, such covenant or agreement shall then be enforceable in its reduced form. If any of the provisions hereof violate or contravene the applicable laws of any jurisdiction, such provisions shall be deemed not to be a part of this Agreement with respect to such jurisdiction only, and the remainder of this Agreement shall remain in full force and effect in such jurisdiction and this entire Agreement shall remain in full force and effect in all other jurisdictions.

7. BENEFIT TO SUCCESSORS OF EMPLOYER AND APPLICABLE LAW

This Agreement shall inure to the benefit of Employer and its successors and assigns.

This Agreement shall be construed and enforced in accordance with the laws of New York State. If required by the context of this Agreement, singular language shall be construed as plural, plural language shall be construed as singular, and the gender of personal pronouns shall be construed as masculine, feminine or neuter. This Agreement supplements and does not supersede and is in no way in diminution of any other agreements(s), entered into by Employee regarding the subject matter hereof or containing provisions the same as or similar in nature hereto, and this Agreement and all such agreements shall remain in full force and effect, independent of one another, and the provisions most restrictive to Employee of this Agreement and all such agreements shall be the controlling provisions that are applicable to Employee.

8. REPRESENTATIONS

Employee represents, warrants and covenants that employee is not a party to or bound by any agreement with any third person or entity and/or is not otherwise bound by law which would in any way restrict, inhibit or limit Employee's ability to fully render and perform all services requested by Employer, including but not limited to, fully contacting and dealing with all customers and suppliers in all marketplaces, fully advising Employer about processes and methods, fully using and disclosing all information about suppliers, customers, processes and methods of which Employee may have knowledge, and keeping Employer fully informed of such, and/or which would in any way restrict, inhibit or limit Employee’s ability to fully compete with any third person or entity seeking in any way to restrict, inhibit or limit Employee from fully rendering and performing all services requested by Employer, including but not limited to, those set forth above, and/or seeking damages as a result thereof. Employee hereby agrees to indemnify and hold harmless Employer from any and all claims, liabilities, losses, damages and/or expenses with respect thereto including but not limited to reasonable attorneys' fees. Employee hereby acknowledges that he fully understands that Employer's employment of Employee is conditioned upon Employee's ability to fully render and perform all services requested of his without any restriction, hindrance or limit by any third person or entity.

IN WITNESS WHEREOF, Employee has executed this Agreement with intent to be legally bound as of the day and year first above written.

EMPLOYEE:

______________________________
By: Paul H. McDowell


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Exhibit 10.42

VEREIT, Inc.
2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016


February 23, 2016

Thomas Roberts
5446 E. Exeter Blvd
Phoenix, AZ 85018


RE: Terms of Employment


Dear Mr. Roberts:

The following sets forth the terms and conditions of your employment (this “Agreement”) with VEREIT, Inc. (the “Company”) as of February 23, 2016 (the “Effective Date”). This Agreement supersedes and replaces in all respects that letter agreement entered into between you and the Company on May 11, 2015 (which was effective as of April 1, 2015).

Position & Title
Your title will be Executive Vice President, Chief Investment Officer of the Company, reporting to the Chief Executive Officer of the Company or such other senior executive officer of the Company as the Chief Executive Officer may designate. In this capacity, you will have the duties, authorities and responsibilities as designated from time to time by the Chief Executive Officer or his designee, commensurate with your position. You shall devote substantially all of your business time and attention and your best efforts to the performance of your duties and responsibilities hereunder. Notwithstanding the foregoing, you may participate in charitable, academic or community activities (including service on charitable boards), and in trade or professional organizations; provided that all of your activities do not otherwise interfere with your duties and responsibilities to the Company. At all times during your employment with the Company, you agree to adhere to all of the Company’s written policies, rules and regulations governing the conduct of its employees that are provided to you, including without limitation, any compliance manual, code of ethics and employee handbook and other policies adopted by the Company from time to time.

Location
You will work out of the Company’s offices in in Phoenix, Arizona. You may also be required to travel on Company business from time to time.

Base Salary
You will be paid a base salary at the rate of $500,000 per annum, payable in periodic installments according to the Company’s normal payroll practices (as adjusted from time to time in accordance herewith, the “Base Salary”). The Base Salary is subject to periodic review by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), but shall not be decreased below this level.

Annual Bonus
You will be eligible to receive an annual bonus (“Annual Bonus”) for each completed calendar year that you are employed by the Company, with a target annual bonus opportunity equal to 100% of your Base Salary (“Target Bonus”), based upon the achievement of performance goals established by the Compensation Committee in consultation with the Chief Executive Officer. Any Annual Bonus for a completed calendar year will be paid by the Company at the same time that bonuses are generally paid to other senior executives of the Company, provided, however, that you must be employed by the Company on the date of payment to be eligible to receive such Annual Bonus (except as otherwise provided herein).

Employee Benefits
You will be entitled to the standard employee benefits provided by the Company to its employees generally (currently including participation in the 401(k) plan, health care coverage, group life insurance and group disability coverage), which benefits are subject to change from time to time at the Company’s sole discretion. You will be entitled to four (4) weeks of paid vacation for each full calendar year of service, to be taken and accrued under the Company’s vacation policy.



Equity Awards
You will be eligible to receive an annual long term incentive equity award with respect to shares of the Company’s common stock for each calendar year of your employment, subject to such terms and conditions, including types of award and vesting, as may be determined by the Compensation Committee in consultation with the Chief Executive Officer. Such terms and conditions shall be determined on the same basis as equity awards made generally to other senior executives of the Company.  

Indemnification
The Company will provide you with indemnification rights and directors and officers insurance coverage pursuant to the Company’s standard form of Indemnification Agreement, a copy of which has been provided to you.

Expenses
You shall be entitled to reimbursement of reasonable business expenses, in accordance with the Company’s policy, as in effect from time to time, including, without limitation, reasonable travel and entertainment expenses incurred by you in connection with the business of the Company, after the presentation by you of appropriate documentation.

Termination of Employment
You will be an “at-will” employee, and the Company may terminate your employment with or without Cause (as defined below) at any time upon written notice to you, and you may terminate your employment for any reason upon not less than thirty (30) days written notice to the Company (which the Company may, in its sole discretion, make effective earlier than any notice date).

Upon your termination of employment, the Company will pay or provide you with (i) any unpaid Base Salary through the date of termination in accordance with the Company’s normal payroll practices, (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination in accordance with the Company’s expense reimbursement policy and (iii) all other payments or benefits to which you are entitled under the terms of any applicable compensation arrangement or benefit plan or program which will be paid or provided in accordance with the terms of such arrangement, plan or program (collectively, the “Accrued Benefits”).

In the event of a termination of your employment due to your death or Disability (as defined below), in addition to the Accrued Benefits, you or your designated beneficiary (as discussed in more detail below under “General”), as applicable, will be entitled to any earned and accrued but unpaid Annual Bonus for the year prior to the year of termination, payable when the applicable Annual Bonus for such year would have otherwise been paid (had you remained employed by the Company through the payment date thereof). In addition, upon any such termination due to your death or Disability, a prorated number of shares underlying all of the then-outstanding and unvested portion of any equity award granted to you by the Company on or after the Effective Date but prior to April 1, 2018 shall become vested, determined by multiplying the number of shares subject to such equity awards by a fraction, the numerator of which is the number of whole months elapsed from the date of grant of the equity award until the date of your termination of employment and the denominator of which is the total number of whole months in the applicable vesting period for such equity award; and if an outstanding equity award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then such equity award shall be subject to such pro rata vesting for the applicable performance period, assuming the performance criteria had been achieved at target levels for such period.  

In the event of a termination of your employment (i) by the Company without Cause or (ii) by you for Good Reason (a “Qualifying Termination”), in addition to the Accrued Benefits, you will be entitled to (A) any earned and accrued but unpaid Annual Bonus for the year prior to the year of termination, payable when the applicable Annual Bonus for such year would have otherwise been paid (had you remained employed by the Company through the payment date thereof) but in no event later than the last day of the year in which such termination occurs (the “Prior Year Bonus”), and (B) severance payments equal to the sum of your annual Base Salary and Target Bonus for the year of termination, payable in substantially equal installments based on the Company’s payroll periods over the twelve (12) month period following the date of your Qualifying Termination (the “Severance Period”).


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In the event of a Qualifying Termination, provided that you timely elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay or provide you with continued participation, at the same cost to you as if you were an active employee, for you and your then covered dependents in the applicable group medical plan of the Company, if any, in which you and your eligible dependents participated as of the date of the Qualifying Termination in accordance with the terms of such plan in effect from time to time, for a period equal to the earliest of (i) the completion of the Severance Period,  (ii) the date that you obtain new employment that offers group medical coverage or (iii) the COBRA continuation period (the “Continued Medical Coverage”).  However, if the Company reasonably determines that it is necessary or advisable to avoid any penalties or additional taxes associated with such coverage, in lieu of such Continued Medical Coverage, you may receive monthly payments equal to the monthly COBRA rate (or equivalent rate) under such group medical plan less the active employee rate for such medical coverage.

In addition, in the event of a Qualifying Termination, (i) all of the then-outstanding and unvested portion of any equity award granted to you by the Company on or after the Effective Date but prior to April 1, 2018 shall become vested in full, and (ii) if such an outstanding equity award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then such equity award shall vest as to the number of shares equal to 100% of the number of shares that would have been earned pursuant to the terms thereof assuming the performance criteria had been achieved at target levels for the relevant performance period (the “Accelerated Vesting”).

In order to receive the Severance Payments, the Prior Year Bonus, and the Continued Medical Coverage and the Accelerated Vesting, you must execute, and not revoke, a fully effective release of claims, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following the date of your termination of employment. The first Severance Payment will be made on the sixtieth (60th) day following the date of your termination of employment, and will include payment of any amounts that were otherwise due prior thereto.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

“ Cause ” means that you have: (i) committed, with respect to the Company, an act of fraud, embezzlement, misappropriation, intentional misrepresentation or conversion of assets, (ii) been convicted of, or entered a plea of guilty or “ nolo contendere ” to, a felony (excluding any felony relating to the negligent operation of an automobile), (iii) willfully failed to substantially perform (other than by reason of illness or temporary disability) your reasonably assigned material duties, (iv) engaged in willful misconduct in the performance of your duties, (v) engaged in conduct that violated the Company’s then existing written internal policies or procedures that have been provided to you in writing prior to such conduct and which is materially detrimental to the business and reputation of the Company, or (vi) materially breached any non-competition, non-disclosure or other agreement in effect between you and the Company; provided, however, that with respect to clauses (iii) and (iv), no event shall constitute Cause unless (A) the Company has given you written notice of termination setting forth the conduct that is alleged to constitute Cause within thirty (30) days of the first date on which the Company has knowledge of such conduct, and (B) you fail to cure such conduct within thirty (30) days following the date on which such notice is provided.

“ Disability ” means that you are unable to perform your duties hereunder due to any sickness, injury or disability for a consecutive period of one hundred eighty (180) days or an aggregate of six (6) months in any twelve (12)-consecutive month period. A determination of “Disability” shall be made by a physician satisfactory to both you and the Company, provided that if you and the Company do not agree on a physician, you and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties. The appointment of one or more individuals to carry out your offices or duties during a period of your inability to perform such duties and pending a determination of Disability shall not be considered a breach of this Agreement by the Company.

“ Good Reason ” means (i) a reduction in your Base Salary or Target Bonus percentage, (ii) a reduction in your title or a material diminution in your duties, responsibilities or authorities, or (iii) the relocation of your primary place of employment to a location that is more than 50 miles from the location of the Company’s offices in Phoenix, Arizona, as of the date hereof; provided that no event will constitute Good Reason unless (A) you have given the Company written notice setting forth the conduct of the Company that is alleged to constitute Good Reason, within thirty (30) days of the first date on which you have knowledge of such conduct, and (B) the Company fails to cure such conduct within thirty (30) days following the date on which such written notice is provided.


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Code Section 280G
Notwithstanding the other provisions of this Agreement, in the event that the amount of payments payable to you under this Agreement or otherwise would constitute an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended), then such payments will be reduced by the minimum possible amounts until no amount payable to you constitutes an “excess parachute payment;” provided, however, that no such reduction will be made if the net after-tax payment (after taking into account Federal, state, local, and other income and excise taxes) to which you would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local and other income and excise taxes) to you resulting from the receipt of such payments with such reduction. The payment reduction (if any) contemplated herein will be implemented by (a) first reducing any cash severance payments, (b) then reducing other cash payments, and (c) then reducing all other benefits, in each case, with amounts having later payment dates being reduced first. A determination as to whether any payment reduction is required, and if so, as to which payments are to be reduced and the amount of the reduction, will be made by a nationally recognized public accounting firm selected by the Company. The fees and expenses of the accounting firm will be paid entirely by the Company and the determinations made by accounting firm will be binding upon you and the Company.

Code Section 409A
The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will be made or provided at the date which is the earlier of (A) the day after the expiration of the six-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments.

General
The Company may withhold from any and all amounts payable to you such federal, state and local taxes as may be required to be withheld pursuant to applicable laws or regulations.

Any amounts payable hereunder after your death shall be paid to your designated beneficiary or beneficiaries, whether received as a designated beneficiary or by will or the laws of descent and distribution. You may designate a beneficiary or beneficiaries for all purposes of this Agreement, and may change at any time such designation, by notice to the Company making specific reference to this Agreement.

In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement and except as set forth herein with respect to Continued Medical Coverage, such amounts shall not be reduced or otherwise subject to offset in any manner, regardless of whether you obtain other employment.

You hereby certify that you are not a party to any agreement or understanding, written or oral, and you are not subject to any restriction, which could prevent you from performing all of your duties and obligations hereunder. If you possess any proprietary or confidential information regarding any previous employer, you hereby agree that you will neither disclose nor use such information in a manner which would cause you to violate any preexisting agreements with that employer. Section 8 (“Representations”) of the Employee Confidentiality and Non-Competition Agreement, attached hereto as Exhibit B , is hereby incorporated by reference.


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This Agreement shall be governed under the laws of the State of Arizona, without regard to the principles of conflicts of laws.

These are the terms of your employment with the Company subject to our receipt of (i) your signed acceptance of this Agreement and (ii) your signed acceptance of the Employee Confidentiality and Non-Competition Agreement attached hereto as Exhibit B and incorporated herein .

This Agreement may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.


Sincerely,


/s/ Glenn Rufrano
 
Glenn Rufrano
 
Chief Executive Officer
 
VEREIT, Inc.
 

    
Accepted By:

/s/ Thomas Roberts
 
Thomas Roberts
 




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EXHIBIT A

GENERAL RELEASE AND WAIVER AGREEMENT
This General Release and Waiver Agreement (the “General Release”) is made as of the ___ day of ______________, 20_ by Thomas Roberts (the “Executive”),
WHEREAS, the Executive and VEREIT, Inc. (the “Company”) have entered into an Employment Agreement (the “Agreement”) effective as of February __, 2016 that provides for certain compensation and severance amounts upon his termination of employment; and
WHEREAS, the Executive has agreed, pursuant to the terms of the Agreement, to execute a release and waiver in the form set forth in this General Release in consideration of the Company’s agreement to provide the compensation and severance amounts upon his termination of employment set out in the Agreement; and
WHEREAS, the Executive has incurred a termination of employment effective as of _______________, 20_; and
WHEREAS, the Company and the Executive desire to settle all rights, duties and obligations between them, including without limitation all such rights, duties, and obligations arising under the Agreement or otherwise out of the Executive’s employment by the Company.
NOW THEREFORE, intending to be legally bound and for good and valid consideration the sufficiency of which is hereby acknowledged, the Executive agrees as follows:
1. RELEASE. In consideration of the Agreement and for the payments to be made pursuant to the Agreement:
(a) Except as set forth in Section 1(b) herein, the Executive knowingly and voluntarily releases, acquits and forever discharges the Company, and any and all of its past and present owners, parents, affiliated entities, divisions, subsidiaries and each of their respective stockholders, members, predecessors, successors, assigns, managers, agents, directors, officers, employees, representatives, attorneys, employee benefit plans and plan fiduciaries, and each of them (collectively, the “Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, causes of action, suits, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, against them which the Executive or any of his heirs, executors, administrators, successors and assigns (“Executive Persons”) ever had, now has or at any time hereafter may have, own or hold by reason of any matter, fact, or cause whatsoever from the beginning of time up to and including the effective date of this General Release (hereinafter referred to as the “Executive’s Claims”), including without limitation: (i) any claims arising out of or related to any federal, state and/or local labor or civil rights laws including, without limitation, the federal Civil Rights Acts of 1866, 1871, 1964 and 1991, the Rehabilitation Act, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act of 1967, as amended by, inter alia , the Older Workers Benefit Protection Act of 1990, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938, as they may be or have been amended from time to time, and any and all other federal, state or local laws, regulations or constitutions covering the same or similar subject matters; and (ii) any and all other of the Executive’s Claims arising out of or related to any contract, any and all other federal, state or local constitutions, statutes, rules or regulations, or under any common law right of any kind whatsoever, or under the laws of any country or political subdivision, including, without limitation, any of the Executive’s Claims for any kind of tortious conduct (including but not limited to any claim of defamation or distress), breach of the Agreement, violation of public policy, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, overtime compensation, benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses, or any other claims of any nature; and all claims under any other federal, state or local laws relating to employment, except in any case to the extent such release is prohibited by applicable federal, state and/or local law.
(b) Notwithstanding anything herein to the contrary, the release set forth herein, dose not release, limit, waive or modify and shall not extend to: (i) those rights which as a matter of law cannot be waived; (ii) claims, causes of action or demands of any kind that may arise after the date hereof and that are based on acts or omissions occurring after such date; (iii) claims for indemnification, advancement and reimbursement of legal fees and expenses or contribution under the Agreement or

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under any other agreement with, or the organizational documents of, the Company or its affiliates, (iv) claims for coverage under any directors and officers insurance policy; (v) claims under COBRA; (vi) claims with respect to accrued, vested benefits or payments under any employee benefit or equity plan of the Company; (vii) claims relating to Executive’s right to any Severance Payments, the Prior Year Bonus, the Continued Medical Coverage and the Accelerated Vesting, each as defined in the Agreement; (viii) claims to enforce the terms of this release and (ix) Executive’s rights as a stockholder of the Company.
(c) The Executive acknowledges that he is aware that he may later discover facts in addition to or different from those which he now knows or believes to be true with respect to the subject matter of this Release, but it is his intention to fully and finally forever settle and release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist or may previously have existed between himself and the Releasees or any of them, and that in furtherance of this intention, the Executive’s general release given herein shall be and remain in effect as a full and complete general release notwithstanding discovery or existence of any such additional or different facts.
(d) Executive represents that he has not filed or permitted to be filed and will not file against the Releasees, any claim, complaints, charges, arbitration or lawsuits and covenants and agrees that he will not seek or be entitled to any personal recovery in any court or before any governmental agency, arbitrator or self-regulatory body against any of the Releasees arising out of any matters set forth in Section 1(a) hereof. If Executive has or should file a claim, complaint, charge, grievance, arbitration, lawsuit or similar action, he agrees to remove, dismiss or take similar action to eliminate such claim, complaint, charge, grievance, arbitration, lawsuit or similar action within five (5) days of signing this Termination Release.
(e) Notwithstanding the foregoing, this Termination Release is not intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission (hereinafter referred to as the “EEOC”) in connection with any claim he believes he may have against the Company. However, Executive hereby agrees to waive the right to recover money damages in any proceeding he may bring before the EEOC or any other similar body or in any proceeding brought by the EEOC or any other similar body on his behalf. This General Release does not release, waive or give up any claim for workers’ compensation benefits, indemnification rights, vested retirement or welfare benefits he is entitled to under the terms of the Company’s retirement and welfare benefit plans, any other vested shares, equity or benefits or indemnification arrangements, as in effect from time to time, any right to unemployment compensation that Executive may have, or his right to enforce his rights under the Agreement.
2. CONFIRMATION OF OBLIGATIONS. Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.
3. CONFIDENTIALITY; NO COMPETITION; NONSOLICITATION.
(a) Executive hereby confirms and agrees to his confidentiality, nonsolicitation and non-competition obligations pursuant to the Agreement and his duty of loyalty and fiduciary duty to the Company under applicable statutory or common law.
(b) The Executive and the Company each agree to keep the terms of this General Release confidential and shall not disclose the fact or terms to third parties, except as required by applicable law or regulation or by court order or, as to the Company, in the normal course of its business; provided, however, that Executive may disclose the terms of this General Release to members of his immediate family, his attorney or counselor, and persons assisting his in financial planning or tax preparation, provided these people agree to keep such information confidential. Notwithstanding the foregoing, the Executive may in all events disclose the terms of this General Release to his attorney or counselor in connection with anything coming within the scope of subparagraph (b) of the foregoing Paragraph 1.
(c) Notwithstanding anything herein to the contrary, nothing in this agreement shall (i) prohibit the Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the employer of any reporting described in clause (i).
4. NO DISPARAGEMENT. Each of the Executive and the Company agree not to disparage the other, including making any statement or comments or engaging in any conduct that is disparaging toward the Company (including the Releasees and each of them) or the Executive, as the case may be, whether directly or indirectly, by name or innuendo; provided , however , that nothing in this General Release shall restrict communications protected as privileged under federal or state law to testimony or communications ordered and required by a court, in arbitration or by an administrative agency of competent jurisdiction.
5. REMEDIES FOR BREACH. In the event that either Party breaches, violates, fails or refuses to comply with any of the provisions, terms or conditions or any of the warranties or representations of this General Release (the “Breach”), in its sole discretion the non-breaching Party shall recover against the breaching Party damages, including reasonable attorneys’ fees,

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accruing to the non-breaching Party as a consequence of the Breach. Regardless of and in addition to any right to damages the non-breaching Party may have, the non-breaching Party shall be entitled to injunctive relief. The provisions of Paragraphs 1, 2, 3 and 4 hereof are material and critical terms of this General Release, and the Executive agrees that, if he breaches any of the provisions of these paragraphs, the Company shall be entitled to injunctive relief against the Executive regardless of and in addition to any other remedies which are available.
6. NO RELIANCE. Neither the Executive nor the Company is relying on any representations made by the other (including any of the Releasees) regarding this General Release or the implications thereof.
7. MISCELLANEOUS PROVISIONS.
(a) This General Release contains the entire agreement between the Company and the Executive concerning the matters set forth herein. No oral understanding, statements, promises or inducements contrary to the terms of this General Release exist. This General Release cannot be changed or terminated orally. Should any provision of this General Release be held invalid, illegal or unenforceable, it shall be deemed to be modified so that its purpose can lawfully be effectuated and the balance of this General Release shall be enforceable and remain in full force and effect.
(b) This General Release shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs and assigns.
(c) This General Release shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to any choice of law or conflict of law, principles, rules or provisions (whether of the State of Arizona or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Arizona.
(d) This General Release may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
8. EFFECTIVE DATE/REVOCATION. The Executive may revoke this General Release in writing at any time during a period of seven (7) calendar days after his execution of this General Release (the “Revocation Period”). This General Release shall be effective and enforceable automatically on the day after the expiration of the Revocation Period (the “Effective Date”). If the Executive revokes this General Release, no severance or any other payment pursuant to the Agreement or otherwise shall be due or payable by the Company to the Executive.
9. ACKNOWLEDGEMENT. In signing this General Release, the Executive acknowledges that:
(a) The Executive has read and understands the Agreement and the General Release and the Executive is hereby advised in writing to consult with an attorney prior to signing this General Release;
(b) The Executive has consulted with his attorney, and he has signed the General Release knowingly and voluntarily and understands that the General Release contains a full and final release of all of the Executive’s claims;
(c) The Executive is aware and is hereby advised that the Executive has the right to consider this General Release for twenty-one (21) calendar days before signing it (or in the event of a group termination program forty-five (45) days), and that if the Executive signs this Agreement prior to the expiration of the twenty-one (21) calendar days (or 45 days, if applicable), the Executive is waiving the right freely, knowingly and voluntarily; and
(d) The General Release is not made in connection with an exit incentive or other employee separation program offered to a group or class of employees.
IN WITNESS WHEREOF, the Executive has executed this General Release as of the day and year first above written.
_________________________________


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EXHIBIT B
EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is made as of February 23, 2016, by the undersigned employee (hereinafter called “Employee”) of VEREIT, Inc. (together with all other affiliated and/or related entities of the foregoing, the “Employer'' or the “Company”) a Maryland corporation.

WHEREAS, prior to employment by Employer, Employee understood and agreed that an agreement containing restrictive and other provisions of the type hereinafter set forth would be entered into by Employee as an ancillary part of the taking of such employment and Employee is in fact herein entering into such an agreement;

WHEREAS, Employee understands that at various times Employee may be performing services for the benefit of any one or more of the entities comprising the Employer even though Employee may actually be an employee of only one or less than all of such entities or individuals;

WHEREAS, Employee understands and agrees that Employee will be an employee at will without employment or any right of employment for any fixed or particular time period or term notwithstanding that Employee's compensation arrangements now or in the future may be based upon a stated time period or time basis which will not in any way constitute any agreement or understanding that Employee is or will be employed for that or any other particular time period or for any fixed term, and at all times Employee will remain and be, in fact, an employee at will.

NOW, THEREFORE, with intent to be legally bound, as an ancillary part of the taking of said employment and in consideration thereof, Employee agrees as follows:

1. CONFIDENTIAL AND PROPRIETARY INFORMATION OF EMPLOYER

The Employee recognizes and acknowledges that certain assets of the Employer constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Employee or the Employer, other employees of the Employer, or others in a confidential relationship with the Employer, and relating to the Employer's business including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary Employer programs, sales products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Employee acquired or obtained by virtue of work performed for the Employer, or which the Employee may acquire or may have acquired knowledge of during the performance of said work. The Employee shall not, during the term of Employee's employment with the Company (the “Term”) or at any time thereafter, disclose all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with his any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information.

In the event that the Employee receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Employee agrees to (a) promptly notify the Employer in writing of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Employer on the advisability of taking legally available steps to resist or narrow such request or requirement, and (c) assist the Employer in seeking a protective order or other appropriate remedy (in which case the Employer shall pay or reimburse the Employee for all reasonable out-of-pocket expenses incurred in connection with such consultation or assistance). In the event that such protective order or other remedy is not obtained or that the Employer waives compliance with the provisions hereof, the Employee shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Employee not permitted by this Agreement.

Notwithstanding anything herein to the contrary, nothing in this agreement shall (i) prohibit the Employee from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the employer of any reporting described in clause (i).


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2. INTELLECTUAL PROPERTY OF EMPLOYER

During the Term, the Employee shall promptly disclose to the Employer or any successor or assign, and grant to the Employer and its successors and assigns without any separate remuneration or compensation other than that received by his in the course of his employment, his entire right, title and interest in and to any and all inventions, developments, discoveries, models, or any other intellectual property of any type or nature whatsoever (“Intellectual Property”), whether developed by his during or after business hours, or alone or in connection with others, that is in any way related to the business of the Employer, its successors or assigns. This provision shall not apply to books or articles authored by the Employee during non-work hours, consistent with his obligations under this Agreement, so long all such books or articles (a) are not funded in whole or in party by the Employer, and (b) do not contain any Confidential Information or Intellectual Property of the Employer. The Employee agrees, at the Employer's expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Employer, and cooperate fully and assist the Employer in any litigation or other proceedings involving any such Intellectual Property.

3. NON-COMPETITION BY EMPLOYEE AND RESTRICTIVE COVENANT

During the Term and for a period of twelve (12) calendar months after the termination of the Employee’s employment for any reason (the “Restricted Period”), the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: engage or assist others who engage, in whole or in part, in any business or enterprise that is directly competitive with (x) the business that the Company engaged in during the period of the Employee's employment with the Company, currently net leased real estate investments, or (y) any product, service or business as to which the Company has actively begun preparing to develop at the time of Employee's separation from the Company.

During the Term and the Restricted Period, the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) have any contact with any investor, advisor or registered financial representative which was an investor, or advisor or registered financial representative of an investor, of the Company during the Term or which the Company was actively pursuing as a potential investor, advisor or registered financial representative of a potential investor at the end of the Term, for the purpose of pursuing activities with that investor, advisor or registered financial representative which are competitive with or similar to the relationship between the Company and that investor, or (b) without the prior consent of the Board of Directors of the Company, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time during the Term.

Nothing in this Section 3 shall prohibit Employee from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Employee agrees to secure prior written consent from the Chief Compliance Officer of the Company for any outside business activity described in the Written Supervisory Procedures.

The Employee agrees that the restraints imposed upon him pursuant to this Section 3 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that in the event that any provision of this Section 3 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too greatly a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

4. EMPLOYER PROPERTY

Employee shall be responsible for the safekeeping of any equipment or property provided by Employer, including but not limited to furniture, supplies, records, documents, cellular phones, laptop computers, desktop computers, printers, fax machines, answering machines, computer software, manuals, etc.

Upon termination of Employee's employment with Employer, Employee shall turn over to Employer upon demand all such equipment and property provided by Employer. Employee must also return to Employer all Employer files, records and keys issued.

5. INJUNCTIVE RELIEF

Employee and Employer agree that any breach by Employee of the covenants and agreements contained in any Section of this Agreement will result in irreparable injury to Employer for which money damages could not adequately compensate Employer and therefore, in the event of any such breach, Employer shall be entitled (in addition to any other rights or remedies which

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Employer may have at law or in equity, including money damages) to have an injunction issued by any competent court of equity enjoining and restraining Employee and/or any other person involved therein from continuing such breach. If Employer resorts to the courts of competent jurisdiction for the enforcement of any of the covenants or agreements contained herein, or if such covenants or agreements are otherwise the subject of litigation between the parties, if the Employer prevails in such action on all material issues, then any limiting term of such covenants and agreements shall be extended for a period of time equal to the period of such breach, which extension shall commence on the later of (a) the date of which the original (unextended) term of such covenants and agreements is scheduled to terminate or (b) the date that the final court (without further right of appeal) enforces such covenant or agreement.

6. CONTINUING EFFECT OF OTHER PROVISIONS IN EVENT OF PARTIAL INVALIDITY

Employee further agrees that a breach of any agreement, whether written or oral, between Employer and Employee or any other actionable conduct by Employee, or any defense, set-off or counterclaim by Employee against Employer, or any other related rights Employee has against Employer will have no effect on any or all of the terms and provisions of the restrictive covenants and other agreements contained herein or on their enforceability and validity. If any portion of the covenants or agreements contained in this Agreement, or the application thereof, is construed to be invalid or unenforceable then the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions. If any covenant or agreement therein is held to be unenforceable because of the area covered or the duration thereof, such covenant or agreement shall then be enforceable in its reduced form. If any of the provisions hereof violate or contravene the applicable laws of any jurisdiction, such provisions shall be deemed not to be a part of this Agreement with respect to such jurisdiction only, and the remainder of this Agreement shall remain in full force and effect in such jurisdiction and this entire Agreement shall remain in full force and effect in all other jurisdictions.

7. BENEFIT TO SUCCESSORS OF EMPLOYER AND APPLICABLE LAW

This Agreement shall inure to the benefit of Employer and its successors and assigns.

This Agreement shall be construed and enforced in accordance with the laws of the state of Arizona. If required by the context of this Agreement, singular language shall be construed as plural, plural language shall be construed as singular, and the gender of personal pronouns shall be construed as masculine, feminine or neuter. This Agreement supplements and does not supersede and is in no way in diminution of any other agreements(s), entered into by Employee regarding the subject matter hereof or containing provisions the same as or similar in nature hereto, and this Agreement and all such agreements shall remain in full force and effect, independent of one another, and the provisions most restrictive to Employee of this Agreement and all such agreements shall be the controlling provisions that are applicable to Employee.

8. REPRESENTATIONS

Employee represents, warrants and covenants that employee is not a party to or bound by any agreement with any third person or entity and/or is not otherwise bound by law which would in any way restrict, inhibit or limit Employee's ability to fully render and perform all services requested by Employer, including but not limited to, fully contacting and dealing with all customers and suppliers in all marketplaces, fully advising Employer about processes and methods, fully using and disclosing all information about suppliers, customers, processes and methods of which Employee may have knowledge, and keeping Employer fully informed of such, and/or which would in any way restrict, inhibit or limit Employee’s ability to fully compete with any third person or entity seeking in any way to restrict, inhibit or limit Employee from fully rendering and performing all services requested by Employer, including but not limited to, those set forth above, and/or seeking damages as a result thereof. Employee hereby agrees to indemnify and hold harmless Employer from any and all claims, liabilities, losses, damages and/or expenses with respect thereto including but not limited to reasonable attorneys' fees. Employee hereby acknowledges that he fully understands that Employer's employment of Employee is conditioned upon Employee's ability to fully render and perform all services requested of his without any restriction, hindrance or limit by any third person or entity.

IN WITNESS WHEREOF, Employee has executed this Agreement with intent to be legally bound as of the day and year first above written.

EMPLOYEE:

______________________________
By: Thomas Roberts


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Exhibit 10.43

VEREIT, Inc.
2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016


February 23, 2016

William C. Miller, Jr.
315 Pondfield Road
Bronxville, NY 10708
 
RE: Terms of Employment


Dear Mr. Miller:

The following sets forth the terms and conditions of your employment (this “Agreement”) with VEREIT, Inc. (the “Company”) as of February 23, 2016 (the “Effective Date”). This Agreement supersedes and replaces in all respects that letter agreement entered into between you and the Company on June 16, 2015 (which was effective as of June 10, 2015).

Position & Title
Your title will be Executive Vice President, Investment Management, President and CEO of Cole Capital, reporting to the Chief Executive Officer of the Company or such other senior executive officer of the Company as the Chief Executive Officer may designate. In this capacity, you will have the duties, authorities and responsibilities as designated from time to time by the Chief Executive Officer or his designee, commensurate with your position. You shall devote substantially all of your business time and attention and your best efforts to the performance of your duties and responsibilities hereunder. Notwithstanding the foregoing, you may participate in charitable, academic or community activities (including service on charitable boards), and in trade or professional organizations; provided that all of your activities do not otherwise interfere with your duties and responsibilities to the Company. At all times during your employment with the Company, you agree to adhere to all of the Company’s written policies, rules and regulations governing the conduct of its employees that are provided to you, including without limitation, any compliance manual, code of ethics and employee handbook and other policies adopted by the Company from time to time.

Location
You will work out the Company’s offices in New York, New York, provided that you understand and agree that you will be required to spend significant time at the Company’s offices in Phoenix, Arizona. You will also be required to travel on Company business from time to time.

Base Salary
You will be paid a base salary at the rate of $450,000 per annum, payable in periodic installments according to the Company’s normal payroll practices (as adjusted from time to time in accordance herewith, the “Base Salary”). The Base Salary is subject to periodic review by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), but shall not be decreased below this level.

Annual Bonus
You will be eligible to receive an annual bonus (“Annual Bonus”) for each completed calendar year that you are employed by the Company, with a target annual bonus opportunity equal to 100% of your Base Salary (“Target Bonus”), based upon the achievement of performance goals established by the Compensation Committee in consultation with the Chief Executive Officer. Any Annual Bonus for a completed calendar year will be paid by the Company at the same time that bonuses are generally paid to other senior executives of the Company, provided, however, that you must be employed by the Company on the date of payment to be eligible to receive such Annual Bonus (except as otherwise provided herein). You will also be eligible to receive a Sales Management Bonus equal to 10 basis points on all capital raised by the non-traded REITs sponsored by Cole Capital (excluding capital raised pursuant to each such REIT’s dividend reinvestment plan) (the “Total Capital Raise”) but only after the Total Capital Raise for the applicable year exceeds $450 million and only on the amount of capital raised above the $450 million threshold, up to a maximum threshold of $1 billion. Any Sales Management Bonus earned will be paid in arrears on a monthly basis in connection with the Company’s regularly scheduled payroll.



Employee Benefits
You will be entitled to the standard employee benefits provided by the Company to its employees generally (currently including participation in the 401(k) plan, health care coverage, group life insurance and group disability coverage), which benefits are subject to change from time to time at the Company’s sole discretion. You will be entitled to four (4) weeks of paid vacation for each full calendar year of service, to be taken and accrued under the Company’s vacation policy.

Equity Awards
You will be eligible to receive an annual long term incentive equity award with respect to shares of the Company’s common stock for each calendar year of your employment, subject to such terms and conditions, including types of award and vesting, as may be determined by the Compensation Committee in consultation with the Chief Executive Officer. Such terms and conditions shall be determined on the same basis as equity awards made generally to other senior executives of the Company.  

Indemnification
The Company will provide you with indemnification rights and directors and officers insurance coverage pursuant to the Company’s standard form of Indemnification Agreement, a copy of which has been provided to you.

Expenses
You shall be entitled to reimbursement of reasonable business expenses, in accordance with the Company’s policy, as in effect from time to time, including, without limitation, reasonable travel and entertainment expenses incurred by you in connection with the business of the Company, after the presentation by you of appropriate documentation.

Termination of Employment
You will be an “at-will” employee, and the Company may terminate your employment with or without Cause (as defined below) at any time upon written notice to you, and you may terminate your employment for any reason upon not less than thirty (30) days written notice to the Company (which the Company may, in its sole discretion, make effective earlier than any notice date).

Upon your termination of employment, the Company will pay or provide you with (i) any unpaid Base Salary through the date of termination in accordance with the Company’s normal payroll practices, (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination in accordance with the Company’s expense reimbursement policy and (iii) all other payments or benefits to which you are entitled under the terms of any applicable compensation arrangement or benefit plan or program which will be paid or provided in accordance with the terms of such arrangement, plan or program (collectively, the “Accrued Benefits”).

In the event of a termination of your employment due to your death or Disability (as defined below), in addition to the Accrued Benefits, you or your designated beneficiary (as discussed in more detail below under “General”), as applicable, will be entitled to any earned and accrued but unpaid Annual Bonus for the year prior to the year of termination, payable when the applicable Annual Bonus for such year would have otherwise been paid (had you remained employed by the Company through the payment date thereof). In addition, upon any such termination due to your death or Disability, a prorated number of shares underlying all of the then-outstanding and unvested portion of any equity award granted to you by the Company on or after the Effective Date but prior to April 1, 2018 shall become vested, determined by multiplying the number of shares subject to such equity awards by a fraction, the numerator of which is the number of whole months elapsed from the date of grant of the equity award until the date of your termination of employment and the denominator of which is the total number of whole months in the applicable vesting period for such equity award; and if an outstanding equity award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then such equity award shall be subject to such pro rata vesting for the applicable performance period, assuming the performance criteria had been achieved at target levels for such period.  

In the event of a termination of your employment (i) by the Company without Cause or (ii) by you for Good Reason (a “Qualifying Termination”), in addition to the Accrued Benefits, you will be entitled to (A) any earned and accrued but unpaid Annual Bonus for the year prior to the year of termination, payable when the applicable Annual Bonus for such year would have otherwise been paid (had you remained employed by the Company through the payment date thereof) but in no event later than the last day of the year in which such termination occurs (the “Prior Year Bonus”), and (B) severance payments equal to the sum of your annual Base Salary and Target Bonus for the year of termination, payable in substantially equal installments based on the Company’s payroll periods over the twelve (12) month period following the date of your Qualifying Termination (the “Severance Period”).


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In the event of a Qualifying Termination, provided that you timely elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay or provide you with continued participation, at the same cost to you as if you were an active employee, for you and your then covered dependents in the applicable group medical plan of the Company, if any, in which you and your eligible dependents participated as of the date of the Qualifying Termination in accordance with the terms of such plan in effect from time to time, for a period equal to the earliest of (i) the completion of the Severance Period,  (ii) the date that you obtain new employment that offers group medical coverage or (iii) the COBRA continuation period (the “Continued Medical Coverage”).  However, if the Company reasonably determines that it is necessary or advisable to avoid any penalties or additional taxes associated with such coverage, in lieu of such Continued Medical Coverage, you may receive monthly payments equal to the monthly COBRA rate (or equivalent rate) under such group medical plan less the active employee rate for such medical coverage.

In addition, in the event of a Qualifying Termination, (i) all of the then-outstanding and unvested portion of any equity award granted to you by the Company on or after the Effective Date but prior to April 1, 2018 shall become vested in full, and (ii) if such an outstanding equity award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then such equity award shall vest as to the number of shares equal to 100% of the number of shares that would have been earned pursuant to the terms thereof assuming the performance criteria had been achieved at target levels for the relevant performance period (the “Accelerated Vesting”).

In order to receive the Severance Payments, the Prior Year Bonus, and the Continued Medical Coverage and the Accelerated Vesting, you must execute, and not revoke, a fully effective release of claims, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following the date of your termination of employment. The first Severance Payment will be made on the sixtieth (60th) day following the date of your termination of employment, and will include payment of any amounts that were otherwise due prior thereto.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

“ Cause ” means that you have: (i) committed, with respect to the Company, an act of fraud, embezzlement, misappropriation, intentional misrepresentation or conversion of assets, (ii) been convicted of, or entered a plea of guilty or “ nolo contendere ” to, a felony (excluding any felony relating to the negligent operation of an automobile), (iii) willfully failed to substantially perform (other than by reason of illness or temporary disability) your reasonably assigned material duties, (iv) engaged in willful misconduct in the performance of your duties, (v) engaged in conduct that violated the Company’s then existing written internal policies or procedures that have been provided to you in writing prior to such conduct and which is materially detrimental to the business and reputation of the Company, or (vi) materially breached any non-competition, non-disclosure or other agreement in effect between you and the Company; provided, however, that with respect to clauses (iii) and (iv), no event shall constitute Cause unless (A) the Company has given you written notice of termination setting forth the conduct that is alleged to constitute Cause within thirty (30) days of the first date on which the Company has knowledge of such conduct, and (B) you fail to cure such conduct within thirty (30) days following the date on which such notice is provided.

“ Disability ” means that you are unable to perform your duties hereunder due to any sickness, injury or disability for a consecutive period of one hundred eighty (180) days or an aggregate of six (6) months in any twelve (12)-consecutive month period. A determination of “Disability” shall be made by a physician satisfactory to both you and the Company, provided that if you and the Company do not agree on a physician, you and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties. The appointment of one or more individuals to carry out your offices or duties during a period of your inability to perform such duties and pending a determination of Disability shall not be considered a breach of this Agreement by the Company.

“ Good Reason ” means (i) a reduction in your Base Salary or Target Bonus percentage, (ii) a reduction in your title or a material diminution in your duties, responsibilities or authorities, or (iii) the relocation of your primary place of employment to a location that is more than 50 miles from the location of the Company’s offices in New York, New York, as of the date hereof; provided that no event will constitute Good Reason unless (A) you have given the Company written notice setting forth the conduct of the Company that is alleged to constitute Good Reason, within thirty (30) days of the first date on which you have knowledge of such conduct, and (B) the Company fails to cure such conduct within thirty (30) days following the date on which such written notice is provided.

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Code Section 280G
Notwithstanding the other provisions of this Agreement, in the event that the amount of payments payable to you under this Agreement or otherwise would constitute an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended), then such payments will be reduced by the minimum possible amounts until no amount payable to you constitutes an “excess parachute payment;” provided, however, that no such reduction will be made if the net after-tax payment (after taking into account Federal, state, local, and other income and excise taxes) to which you would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local and other income and excise taxes) to you resulting from the receipt of such payments with such reduction. The payment reduction (if any) contemplated herein will be implemented by (a) first reducing any cash severance payments, (b) then reducing other cash payments, and (c) then reducing all other benefits, in each case, with amounts having later payment dates being reduced first. A determination as to whether any payment reduction is required, and if so, as to which payments are to be reduced and the amount of the reduction, will be made by a nationally recognized public accounting firm selected by the Company. The fees and expenses of the accounting firm will be paid entirely by the Company and the determinations made by accounting firm will be binding upon you and the Company.

Code Section 409A
The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will be made or provided at the date which is the earlier of (A) the day after the expiration of the six-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments.

General
The Company may withhold from any and all amounts payable to you such federal, state and local taxes as may be required to be withheld pursuant to applicable laws or regulations.

Any amounts payable hereunder after your death shall be paid to your designated beneficiary or beneficiaries, whether received as a designated beneficiary or by will or the laws of descent and distribution. You may designate a beneficiary or beneficiaries for all purposes of this Agreement, and may change at any time such designation, by notice to the Company making specific reference to this Agreement.

In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this Agreement and except as set forth herein with respect to Continued Medical Coverage, such amounts shall not be reduced or otherwise subject to offset in any manner, regardless of whether you obtain other employment.

You hereby certify that you are not a party to any agreement or understanding, written or oral, and you are not subject to any restriction, which could prevent you from performing all of your duties and obligations hereunder. If you possess any proprietary or confidential information regarding any previous employer, you hereby agree that you will neither disclose nor use such information in a manner which would cause you to violate any preexisting agreements with that employer. Section 8 (“Representations”) of the Employee Confidentiality and Non-Competition Agreement, attached hereto as Exhibit B , is hereby incorporated by reference.


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This Agreement shall be governed under the laws of the State of New York, without regard to the principles of conflicts of laws.

These are the terms of your employment with the Company subject to our receipt of (i) your signed acceptance of this Agreement and (ii) your signed acceptance of the Employee Confidentiality and Non-Competition Agreement attached hereto as Exhibit B and incorporated herein .

This Agreement may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.


Sincerely,


/s/ Glenn Rufrano
 
Glenn Rufrano
 
Chief Executive Officer
 
VEREIT, Inc.
 

    
Accepted By:

/s/ William C. Miller, Jr.
 
William C. Miller, Jr.
 









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EXHIBIT A

GENERAL RELEASE AND WAIVER AGREEMENT
This General Release and Waiver Agreement (the “General Release”) is made as of the ___ day of ______________, 20_ by William C. Miller, Jr. (the “Executive”),
WHEREAS, the Executive and VEREIT, Inc. (the “Company”) have entered into an Employment Agreement (the “Agreement”) effective as of February __, 2016 that provides for certain compensation and severance amounts upon his termination of employment; and
WHEREAS, the Executive has agreed, pursuant to the terms of the Agreement, to execute a release and waiver in the form set forth in this General Release in consideration of the Company’s agreement to provide the compensation and severance amounts upon his termination of employment set out in the Agreement; and
WHEREAS, the Executive has incurred a termination of employment effective as of _______________, 20_; and
WHEREAS, the Company and the Executive desire to settle all rights, duties and obligations between them, including without limitation all such rights, duties, and obligations arising under the Agreement or otherwise out of the Executive’s employment by the Company.
NOW THEREFORE, intending to be legally bound and for good and valid consideration the sufficiency of which is hereby acknowledged, the Executive agrees as follows:
1. RELEASE. In consideration of the Agreement and for the payments to be made pursuant to the Agreement:
(a) Except as set forth in Section 1(b) herein, the Executive knowingly and voluntarily releases, acquits and forever discharges the Company, and any and all of its past and present owners, parents, affiliated entities, divisions, subsidiaries and each of their respective stockholders, members, predecessors, successors, assigns, managers, agents, directors, officers, employees, representatives, attorneys, employee benefit plans and plan fiduciaries, and each of them (collectively, the “Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, causes of action, suits, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, against them which the Executive or any of his heirs, executors, administrators, successors and assigns (“Executive Persons”) ever had, now has or at any time hereafter may have, own or hold by reason of any matter, fact, or cause whatsoever from the beginning of time up to and including the effective date of this General Release (hereinafter referred to as the “Executive’s Claims”), including without limitation: (i) any claims arising out of or related to any federal, state and/or local labor or civil rights laws including, without limitation, the federal Civil Rights Acts of 1866, 1871, 1964 and 1991, the Rehabilitation Act, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act of 1967, as amended by, inter alia , the Older Workers Benefit Protection Act of 1990, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938, as they may be or have been amended from time to time, and any and all other federal, state or local laws, regulations or constitutions covering the same or similar subject matters; and (ii) any and all other of the Executive’s Claims arising out of or related to any contract, any and all other federal, state or local constitutions, statutes, rules or regulations, or under any common law right of any kind whatsoever, or under the laws of any country or political subdivision, including, without limitation, any of the Executive’s Claims for any kind of tortious conduct (including but not limited to any claim of defamation or distress), breach of the Agreement, violation of public policy, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, overtime compensation, benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses, or any other claims of any nature; and all claims under any other federal, state or local laws relating to employment, except in any case to the extent such release is prohibited by applicable federal, state and/or local law.
(b) Notwithstanding anything herein to the contrary, the release set forth herein, dose not release, limit, waive or modify and shall not extend to: (i) those rights which as a matter of law cannot be waived; (ii) claims, causes of action or demands of any kind that may arise after the date hereof and that are based on acts or omissions occurring after such date; (iii) claims for indemnification, advancement and reimbursement of legal fees and expenses or contribution under the Agreement or

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under any other agreement with, or the organizational documents of, the Company or its affiliates, (iv) claims for coverage under any directors and officers insurance policy; (v) claims under COBRA; (vi) claims with respect to accrued, vested benefits or payments under any employee benefit or equity plan of the Company; (vii) claims relating to Executive’s right to any Severance Payments, the Prior Year Bonus, the Continued Medical Coverage and the Accelerated Vesting, each as defined in the Agreement; (viii) claims to enforce the terms of this release and (ix) Executive’s rights as a stockholder of the Company.
(c) The Executive acknowledges that he is aware that he may later discover facts in addition to or different from those which he now knows or believes to be true with respect to the subject matter of this Release, but it is his intention to fully and finally forever settle and release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist or may previously have existed between himself and the Releasees or any of them, and that in furtherance of this intention, the Executive’s general release given herein shall be and remain in effect as a full and complete general release notwithstanding discovery or existence of any such additional or different facts.
(d) Executive represents that he has not filed or permitted to be filed and will not file against the Releasees, any claim, complaints, charges, arbitration or lawsuits and covenants and agrees that he will not seek or be entitled to any personal recovery in any court or before any governmental agency, arbitrator or self-regulatory body against any of the Releasees arising out of any matters set forth in Section 1(a) hereof. If Executive has or should file a claim, complaint, charge, grievance, arbitration, lawsuit or similar action, he agrees to remove, dismiss or take similar action to eliminate such claim, complaint, charge, grievance, arbitration, lawsuit or similar action within five (5) days of signing this Termination Release.
(e) Notwithstanding the foregoing, this Termination Release is not intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission (hereinafter referred to as the “EEOC”) in connection with any claim he believes he may have against the Company. However, Executive hereby agrees to waive the right to recover money damages in any proceeding he may bring before the EEOC or any other similar body or in any proceeding brought by the EEOC or any other similar body on his behalf. This General Release does not release, waive or give up any claim for workers’ compensation benefits, indemnification rights, vested retirement or welfare benefits he is entitled to under the terms of the Company’s retirement and welfare benefit plans, any other vested shares, equity or benefits or indemnification arrangements, as in effect from time to time, any right to unemployment compensation that Executive may have, or his right to enforce his rights under the Agreement.
2. CONFIRMATION OF OBLIGATIONS. Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.
3. CONFIDENTIALITY; NO COMPETITION; NONSOLICITATION.
(a) Executive hereby confirms and agrees to his confidentiality, nonsolicitation and non-competition obligations pursuant to the Agreement and his duty of loyalty and fiduciary duty to the Company under applicable statutory or common law.
(b) The Executive and the Company each agree to keep the terms of this General Release confidential and shall not disclose the fact or terms to third parties, except as required by applicable law or regulation or by court order or, as to the Company, in the normal course of its business; provided, however, that Executive may disclose the terms of this General Release to members of his immediate family, his attorney or counselor, and persons assisting his in financial planning or tax preparation, provided these people agree to keep such information confidential. Notwithstanding the foregoing, the Executive may in all events disclose the terms of this General Release to his attorney or counselor in connection with anything coming within the scope of subparagraph (b) of the foregoing Paragraph 1.
(c) Notwithstanding anything herein to the contrary, nothing in this agreement shall (i) prohibit the Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the employer of any reporting described in clause (i).
4. NO DISPARAGEMENT. Each of the Executive and the Company agree not to disparage the other, including making any statement or comments or engaging in any conduct that is disparaging toward the Company (including the Releasees and each of them) or the Executive, as the case may be, whether directly or indirectly, by name or innuendo; provided , however , that nothing in this General Release shall restrict communications protected as privileged under federal or state law to testimony or communications ordered and required by a court, in arbitration or by an administrative agency of competent jurisdiction.
5. REMEDIES FOR BREACH. In the event that either Party breaches, violates, fails or refuses to comply with any of the provisions, terms or conditions or any of the warranties or representations of this General Release (the “Breach”), in its sole discretion the non-breaching Party shall recover against the breaching Party damages, including reasonable attorneys’ fees,

A-2

accruing to the non-breaching Party as a consequence of the Breach. Regardless of and in addition to any right to damages the non-breaching Party may have, the non-breaching Party shall be entitled to injunctive relief. The provisions of Paragraphs 1, 2, 3 and 4 hereof are material and critical terms of this General Release, and the Executive agrees that, if he breaches any of the provisions of these paragraphs, the Company shall be entitled to injunctive relief against the Executive regardless of and in addition to any other remedies which are available.
6. NO RELIANCE. Neither the Executive nor the Company is relying on any representations made by the other (including any of the Releasees) regarding this General Release or the implications thereof.
7. MISCELLANEOUS PROVISIONS.
(a) This General Release contains the entire agreement between the Company and the Executive concerning the matters set forth herein. No oral understanding, statements, promises or inducements contrary to the terms of this General Release exist. This General Release cannot be changed or terminated orally. Should any provision of this General Release be held invalid, illegal or unenforceable, it shall be deemed to be modified so that its purpose can lawfully be effectuated and the balance of this General Release shall be enforceable and remain in full force and effect.
(b) This General Release shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs and assigns.
(c) This General Release shall be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflict of law, principles, rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(d) This General Release may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
8. EFFECTIVE DATE/REVOCATION. The Executive may revoke this General Release in writing at any time during a period of seven (7) calendar days after his execution of this General Release (the “Revocation Period”). This General Release shall be effective and enforceable automatically on the day after the expiration of the Revocation Period (the “Effective Date”). If the Executive revokes this General Release, no severance or any other payment pursuant to the Agreement or otherwise shall be due or payable by the Company to the Executive.
9. ACKNOWLEDGEMENT. In signing this General Release, the Executive acknowledges that:
(a) The Executive has read and understands the Agreement and the General Release and the Executive is hereby advised in writing to consult with an attorney prior to signing this General Release;
(b) The Executive has consulted with his attorney, and he has signed the General Release knowingly and voluntarily and understands that the General Release contains a full and final release of all of the Executive’s claims;
(c) The Executive is aware and is hereby advised that the Executive has the right to consider this General Release for twenty-one (21) calendar days before signing it (or in the event of a group termination program forty-five (45) days), and that if the Executive signs this Agreement prior to the expiration of the twenty-one (21) calendar days (or 45 days, if applicable), the Executive is waiving the right freely, knowingly and voluntarily; and
(d) The General Release is not made in connection with an exit incentive or other employee separation program offered to a group or class of employees.
IN WITNESS WHEREOF, the Executive has executed this General Release as of the day and year first above written.
_________________________________


A-3

EXHIBIT B
EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is made as of February 23, 2016, by the undersigned employee (hereinafter called “Employee”) of VEREIT, Inc. (together with all other affiliated and/or related entities of the foregoing, the “Employer'' or the “Company”) a Maryland corporation.

WHEREAS, prior to employment by Employer, Employee understood and agreed that an agreement containing restrictive and other provisions of the type hereinafter set forth would be entered into by Employee as an ancillary part of the taking of such employment and Employee is in fact herein entering into such an agreement;

WHEREAS, Employee understands that at various times Employee may be performing services for the benefit of any one or more of the entities comprising the Employer even though Employee may actually be an employee of only one or less than all of such entities or individuals;

WHEREAS, Employee understands and agrees that Employee will be an employee at will without employment or any right of employment for any fixed or particular time period or term notwithstanding that Employee's compensation arrangements now or in the future may be based upon a stated time period or time basis which will not in any way constitute any agreement or understanding that Employee is or will be employed for that or any other particular time period or for any fixed term, and at all times Employee will remain and be, in fact, an employee at will.

NOW, THEREFORE, with intent to be legally bound, as an ancillary part of the taking of said employment and in consideration thereof, Employee agrees as follows:

1. CONFIDENTIAL AND PROPRIETARY INFORMATION OF EMPLOYER

The Employee recognizes and acknowledges that certain assets of the Employer constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Employee or the Employer, other employees of the Employer, or others in a confidential relationship with the Employer, and relating to the Employer's business including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary Employer programs, sales products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Employee acquired or obtained by virtue of work performed for the Employer, or which the Employee may acquire or may have acquired knowledge of during the performance of said work. The Employee shall not, during the term of Employee's employment with the Company (the “Term”) or at any time thereafter, disclose all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with his any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information.

In the event that the Employee receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Employee agrees to (a) promptly notify the Employer in writing of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Employer on the advisability of taking legally available steps to resist or narrow such request or requirement, and (c) assist the Employer in seeking a protective order or other appropriate remedy (in which case the Employer shall pay or reimburse the Employee for all reasonable out-of-pocket expenses incurred in connection with such consultation or assistance). In the event that such protective order or other remedy is not obtained or that the Employer waives compliance with the provisions hereof, the Employee shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Employee not permitted by this Agreement.

Notwithstanding anything herein to the contrary, nothing in this agreement shall (i) prohibit the Employee from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the employer of any reporting described in clause (i).


B-1

2. INTELLECTUAL PROPERTY OF EMPLOYER

During the Term, the Employee shall promptly disclose to the Employer or any successor or assign, and grant to the Employer and its successors and assigns without any separate remuneration or compensation other than that received by his in the course of his employment, his entire right, title and interest in and to any and all inventions, developments, discoveries, models, or any other intellectual property of any type or nature whatsoever (“Intellectual Property”), whether developed by his during or after business hours, or alone or in connection with others, that is in any way related to the business of the Employer, its successors or assigns. This provision shall not apply to books or articles authored by the Employee during non-work hours, consistent with his obligations under this Agreement, so long all such books or articles (a) are not funded in whole or in party by the Employer, and (b) do not contain any Confidential Information or Intellectual Property of the Employer. The Employee agrees, at the Employer's expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Employer, and cooperate fully and assist the Employer in any litigation or other proceedings involving any such Intellectual Property.

3. NON-COMPETITION BY EMPLOYEE AND RESTRICTIVE COVENANT

During the Term and for a period of twelve (12) calendar months after the termination of the Employee’s employment for any reason (the “Restricted Period”), the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: engage or assist others who engage, in whole or in part, in any business or enterprise that is directly competitive with (x) the business that the Company engaged in during the period of the Employee's employment with the Company, currently the offering of exchange traded or non-exchange traded real estate investment products and the associated investment management activities, or (y) any product, service or business as to which the Company has actively begun preparing to develop at the time of Employee's separation from the Company.

During the Term and the Restricted Period, the Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, partner or in any other capacity whatsoever: (a) have any contact with any investor, advisor or registered financial representative which was an investor, or advisor or registered financial representative of an investor, of the Company during the Term or which the Company was actively pursuing as a potential investor, advisor or registered financial representative of a potential investor at the end of the Term, for the purpose of pursuing activities with that investor, advisor or registered financial representative which are competitive with or similar to the relationship between the Company and that investor, or (b) without the prior consent of the Board of Directors of the Company, employ or solicit the employment of, or assist others in employing or soliciting the employment of, any individual employed by the Company at any time during the Term.

Nothing in this Section 3 shall prohibit Employee from making any passive investment in a public company, or where he is the owner of five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in his being obligated or required to devote any managerial efforts. The Employee agrees to secure prior written consent from the Chief Compliance Officer of the Company for any outside business activity described in the Written Supervisory Procedures.

The Employee agrees that the restraints imposed upon him pursuant to this Section 3 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that in the event that any provision of this Section 3 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too greatly a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

4. EMPLOYER PROPERTY

Employee shall be responsible for the safekeeping of any equipment or property provided by Employer, including but not limited to furniture, supplies, records, documents, cellular phones, laptop computers, desktop computers, printers, fax machines, answering machines, computer software, manuals, etc.

Upon termination of Employee's employment with Employer, Employee shall turn over to Employer upon demand all such equipment and property provided by Employer. Employee must also return to Employer all Employer files, records and keys issued.

5. INJUNCTIVE RELIEF

Employee and Employer agree that any breach by Employee of the covenants and agreements contained in any Section of this Agreement will result in irreparable injury to Employer for which money damages could not adequately compensate Employer

B-2

and therefore, in the event of any such breach, Employer shall be entitled (in addition to any other rights or remedies which Employer may have at law or in equity, including money damages) to have an injunction issued by any competent court of equity enjoining and restraining Employee and/or any other person involved therein from continuing such breach. If Employer resorts to the courts of competent jurisdiction for the enforcement of any of the covenants or agreements contained herein, or if such covenants or agreements are otherwise the subject of litigation between the parties, if the Employer prevails in such action on all material issues, then any limiting term of such covenants and agreements shall be extended for a period of time equal to the period of such breach, which extension shall commence on the later of (a) the date of which the original (unextended) term of such covenants and agreements is scheduled to terminate or (b) the date that the final court (without further right of appeal) enforces such covenant or agreement.

6. CONTINUING EFFECT OF OTHER PROVISIONS IN EVENT OF PARTIAL INVALIDITY

Employee further agrees that a breach of any agreement, whether written or oral, between Employer and Employee or any other actionable conduct by Employee, or any defense, set-off or counterclaim by Employee against Employer, or any other related rights Employee has against Employer will have no effect on any or all of the terms and provisions of the restrictive covenants and other agreements contained herein or on their enforceability and validity. If any portion of the covenants or agreements contained in this Agreement, or the application thereof, is construed to be invalid or unenforceable then the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions. If any covenant or agreement therein is held to be unenforceable because of the area covered or the duration thereof, such covenant or agreement shall then be enforceable in its reduced form. If any of the provisions hereof violate or contravene the applicable laws of any jurisdiction, such provisions shall be deemed not to be a part of this Agreement with respect to such jurisdiction only, and the remainder of this Agreement shall remain in full force and effect in such jurisdiction and this entire Agreement shall remain in full force and effect in all other jurisdictions.

7. BENEFIT TO SUCCESSORS OF EMPLOYER AND APPLICABLE LAW

This Agreement shall inure to the benefit of Employer and its successors and assigns.

This Agreement shall be construed and enforced in accordance with the laws of New York State. If required by the context of this Agreement, singular language shall be construed as plural, plural language shall be construed as singular, and the gender of personal pronouns shall be construed as masculine, feminine or neuter. This Agreement supplements and does not supersede and is in no way in diminution of any other agreements(s), entered into by Employee regarding the subject matter hereof or containing provisions the same as or similar in nature hereto, and this Agreement and all such agreements shall remain in full force and effect, independent of one another, and the provisions most restrictive to Employee of this Agreement and all such agreements shall be the controlling provisions that are applicable to Employee.

8. REPRESENTATIONS

Employee represents, warrants and covenants that employee is not a party to or bound by any agreement with any third person or entity and/or is not otherwise bound by law which would in any way restrict, inhibit or limit Employee's ability to fully render and perform all services requested by Employer, including but not limited to, fully contacting and dealing with all customers and suppliers in all marketplaces, fully advising Employer about processes and methods, fully using and disclosing all information about suppliers, customers, processes and methods of which Employee may have knowledge, and keeping Employer fully informed of such, and/or which would in any way restrict, inhibit or limit Employee’s ability to fully compete with any third person or entity seeking in any way to restrict, inhibit or limit Employee from fully rendering and performing all services requested by Employer, including but not limited to, those set forth above, and/or seeking damages as a result thereof. Employee hereby agrees to indemnify and hold harmless Employer from any and all claims, liabilities, losses, damages and/or expenses with respect thereto including but not limited to reasonable attorneys' fees. Employee hereby acknowledges that he fully understands that Employer's employment of Employee is conditioned upon Employee's ability to fully render and perform all services requested of his without any restriction, hindrance or limit by any third person or entity.

IN WITNESS WHEREOF, Employee has executed this Agreement with intent to be legally bound as of the day and year first above written.

EMPLOYEE:

______________________________
By: William C. Miller, Jr.

B-3
Exhibit 10.44

VEREIT, Inc.
2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016

February 23, 2016

Ms. Lauren Goldberg
23 W. 73rd Street, #508
New York, NY 10023

RE: Terms of Employment

Dear Ms. Goldberg:

The following sets forth an amendment to the terms and conditions of your employment (the “Amendment”) with VEREIT, Inc. (the “Company”), as set forth in your employment agreement dated May 21, 2015, which became effective as of May 26, 2015 (the “Agreement”). The definition of “Good Reason” contained in the Agreement is hereby replaced in its entirety by the following:

“ Good Reason ” means (i) a reduction in your Base Salary or Target Bonus percentage, (ii) a reduction in your title or a material diminution in your duties, responsibilities or authorities, or (iii) the relocation of your primary place of employment to a location that is more than 50 miles from the location of the Company’s offices in New York, New York, as of the date hereof; provided that no event will constitute Good Reason unless (A) you have given the Company written notice setting forth the conduct of the Company that is alleged to constitute Good Reason, within thirty (30) days of the first date on which you have knowledge of such conduct, and (B) the Company fails to cure such conduct within thirty (30) days following the date on which such written notice is provided.

The Agreement remains in full force and effect in all other respects.


Sincerely,


/s/ Glenn Rufrano
 
Glenn Rufrano
 
Chief Executive Officer
 
VEREIT, Inc.
 

    
Accepted By:

/s/ Lauren Goldberg
 
Lauren Goldberg
 



Exhibit 21.1


Subsidiaries of VEREIT, Inc.
Entity Name
 
Jurisdiction of Formation/ Incorporation
VEREIT USRP Funding 2001-A GP, LLC
 
Delaware
VEREIT TRS Corp.
 
Delaware
VEREIT Springing Member, LLC
 
Delaware
VEREIT Services, LLC
 
Delaware
VEREIT Partners, LLC
 
Delaware
VEREIT Operating Partnership, L.P.
 
Delaware
VEREIT Net Lease Funding 2005 GP, LLC
 
Delaware
VEREIT MT Lexington SC, LLC
 
Delaware
VEREIT Income Properties, LLC
 
Delaware
VEREIT Income Properties III, LLC
 
Delaware
VEREIT GSA Services, LLC
 
Delaware
VEREIT CNL Net Lease Funding 2001 GP, LLC
 
Delaware
VEREIT CNL Funding 2000-A GP, LLC
 
Delaware
VEREIT Canadian Withholding Agent, LLC
 
Delaware
VEREIT Acquisitions, LLC
 
Delaware
USRP Funding 2001-A, L.P.
 
Delaware
SWA Remeq IV LLC
 
Delaware
SWA Remainder IV LLC
 
Delaware
SS Cranston RI, LLC
 
Delaware
SR/CLF Sawdust Venture LLC
 
Delaware
Series D, LLC
 
Arizona
Series D DST Depositor, LLC
 
Delaware
Series C, LLC
 
Arizona
Series C DST Depositor, LLC
 
Delaware
Series B, LLC
 
Arizona
Series B DST Depositor, LLC
 
Delaware
Series A, LLC
 
Arizona
Series A DST Depositor, LLC
 
Delaware
PREFCO Quinze LLC
 
Connecticut
PREFCO Nineteen Limited Partnership
 
Connecticut
PREFCO II GP LLC
 
Delaware
PREFCO Fifteen GP LLC
 
Connecticut
PREFCO Dix-Neuf LLC
 
Connecticut
Net Lease Funding 2005, LP
 
Delaware
MT Saginaw MI, LLC
 
Delaware
MT Saginaw MI (East), LLC
 
Delaware
MC South Elgin, LLC
 
Delaware
KDC Norman Woods Business Trust
 
Virgina
KDC Busch Boulevard LLC
 
Delaware
Glynn Isles GA, LLC
 
Delaware
Fairlane Allen Park MI, LLC
 
Delaware


Entity Name
 
Jurisdiction of Formation/ Incorporation
EVA LLC
 
Delaware
Equity Fund Advisors, Inc.
 
Arizona
EFA Investments, LLC
 
Delaware
EFA Asset Management, LLC
 
Delaware
DRE Holdings, LLC
 
Delaware
Diamond Real Estate, LLC
 
Delaware
CRI REIT VII, LLC
 
Delaware
CRI REIT VI, LLC
 
Delaware
CRI REIT I, LLC
 
Delaware
CRI CCIT III, LLC
 
Delaware
CRI CCIT III, LLC
 
Delaware
CRI CACT, LLC
 
Delaware
CREI Advisors, LLC
 
Arizona
CRE JV Mixed Five VT Branch Holdings LLC
 
Delaware
CRE JV Mixed Five PA Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 7 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 6 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 5 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five OH 1 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 5 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NY 1 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five NH Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 7 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 6 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 5 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five MI 1 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 5 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 4 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 3 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five IL 2 Branch Holdings LLC
 
Delaware
CRE JV Mixed Five DE Branch Holdings LLC
 
Delaware
CRE JV Mixed Five CT Branch Holdings LLC
 
Delaware
Commercial Mortgage Lease-Backed Securities LLC
 
Delaware
Columbia Pike I, LLC
 
Delaware
Cole/Waterside Chesterfield MI, LLC
 
Delaware

2

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole/NFR JV Hillsboro OR, LLC
 
Delaware
Cole/NAP Spring Hill FL (JV), LLC
 
Delaware
Cole/NAP JV Spring Hill FL, LLC
 
Delaware
Cole/Mosaic JV South Elgin IL, LLC
 
Delaware
Cole/MacFarlan OF Atlanta GA, LLC
 
Delaware
Cole/MacFarlan JV Atlanta GA, LLC
 
Delaware
Cole/LBA Partners I, LLC
 
Delaware
Cole/Faison MT Bethlehem GA, LLC
 
Delaware
Cole/Faison JV Bethlehem GA, LLC
 
Delaware
Cole XP Schaumburg IL, LLC
 
Delaware
Cole WY Portfolio WA, LLC
 
Delaware
Cole WY Portfolio TX, LLC
 
Delaware
Cole WY Portfolio NV, LLC
 
Delaware
Cole WY Portfolio IN II, LLC
 
Delaware
Cole WY Portfolio IN I, LLC
 
Delaware
Cole WW Portsmouth VA, LLC
 
Delaware
Cole WW Gap PA, LLC
 
Delaware
Cole WM Valdosta GA, LLC
 
Delaware
Cole WM Pueblo CO, LLC
 
Delaware
Cole WM Oneida TN, LLC
 
Delaware
Cole WM Lancaster SC, LLC
 
Delaware
Cole WM Douglasville GA, LLC
 
Delaware
Cole WM Cary NC, LLC
 
Delaware
Cole WM Albuquerque NM. LLC
 
Delaware
Cole WG Xenia OH, LLC
 
Delaware
Cole WG Wilmington NC, LLC
 
Delaware
Cole WG Wichita KS, LLC
 
Delaware
Cole WG Watertown NY, LLC
 
Delaware
Cole WG Warner Robins GA, LLC
 
Delaware
Cole WG Union City GA, LLC
 
Delaware
Cole WG Twin Falls ID, LLC
 
Delaware
Cole WG Tucson AZ, LLC
 
Delaware
Cole WG Tucson (Harrison) AZ, LLC
 
Delaware
Cole WG Stillwater OK, LLC
 
Delaware
Cole WG St. Charles IL, LLC
 
Delaware
Cole WG Springdale AR, LLC
 
Delaware
Cole WG Spearfish SD, LLC
 
Delaware
Cole WG South Yale Avenue (Tulsa) OK, LLC
 
Delaware
Cole WG South Elgin IL, LLC
 
Delaware
Cole WG South Bend (Ironwood) IN, LLC
 
Delaware
Cole WG Rocky Mount NC, LLC
 
Delaware
Cole WG Roanoke VA, LLC
 
Delaware
Cole WG Reidsville NC, LLC
 
Delaware
Cole WG Pueblo CO, LLC
 
Delaware

3

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole WG Papillion NE, LLC
 
Delaware
Cole WG Omaha NE, LLC
 
Delaware
Cole WG North Platte NE, LLC
 
Delaware
Cole WG North Mankato MN, LLC
 
Delaware
Cole WG Muscatine IA, LLC
 
Delaware
Cole WG Medina OH, LLC
 
Delaware
Cole WG Matteson IL, LLC
 
Delaware
Cole WG Madisonville KY, LLC
 
Delaware
Cole WG Machesney Park IL, LLC
 
Delaware
Cole WG Loves Park IL, LLC
 
Delaware
Cole WG Lockport NY, LLC
 
Delaware
Cole WG Liberty Township OH, LLC
 
Delaware
Cole WG Leland NC, LLC
 
Delaware
Cole WG Lawrence KS, LLC
 
Delaware
Cole WG Laurinburg NC, LLC
 
Delaware
Cole WG Lancaster SC, LLC
 
Delaware
Cole WG Lancaster CA, LP
 
Delaware
Cole WG Lafayette IN, LLC
 
Delaware
Cole WG LaCrosse WI, LLC
 
Delaware
Cole WG Kingman AZ, LLC
 
Delaware
Cole WG Janesville WI, LLC
 
Delaware
Cole WG Janesville (West Court) WI, LLC
 
Delaware
Cole WG Independence MO, LLC
 
Delaware
Cole WG Houston TX, LP
 
Delaware
Cole WG Houston TX, LLC
 
Delaware
Cole WG Greenville NC, LLC
 
Delaware
Cole WG Grayson GA, LLC
 
Delaware
Cole WG Goose Creek SC, LLC
 
Delaware
Cole WG Fredericksburg VA, LLC
 
Delaware
Cole WG Framingham MA, LLC
 
Delaware
Cole WG Fort Mill SC, LLC
 
Delaware
Cole WG Fayetteville NC, LLC
 
Delaware
Cole WG Edmond OK, LLC
 
Delaware
Cole WG Durham NC, LLC
 
Delaware
Cole WG Durham (Highway 54) NC, LLC
 
Delaware
Cole WG Dubuque IA, LLC
 
Delaware
Cole WG Denton TX, LLC
 
Delaware
Cole WG Decatur GA, LLC
 
Delaware
Cole WG Country Club Hills MO, LLC
 
Delaware
Cole WG Columbus (New Albany) OH, LLC
 
Delaware
Cole WG Cleveland OH, LLC
 
Delaware
Cole WG Cleveland (Clark) OH, LLC
 
Delaware
Cole WG Clarkston MI, LLC
 
Delaware
Cole WG Chickasha OK, LLC
 
Delaware

4

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole WG Chicago (W. 79th Street) IL, LLC
 
Delaware
Cole WG Chicago (N. Canfield) IL, LLC
 
Delaware
Cole WG Cape Carteret NC, LLC
 
Delaware
Cole WG Cahokia IL, LLC
 
Delaware
Cole WG Brownwood TX, LLC
 
Delaware
Cole WG Brooklyn Park MD, LLC
 
Delaware
Cole WG Boulder CO, LLC
 
Delaware
Cole WG Birmingham AL, LLC
 
Delaware
Cole WG Beloit WI, LLC
 
Delaware
Cole WG Baytown TX, LLC
 
Delaware
Cole WG Bartlett (St. Elmo) TN, LLC
 
Delaware
Cole WG Augusta ME, LLC
 
Delaware
Cole WG Appleton WI, LLC
 
Delaware
Cole WG Appleton (Northland Avenue) WI, LLC
 
Delaware
Cole WG Anthony TX, LLC
 
Delaware
Cole WG Albuquerque (101 Coors) NM, LLC
 
Delaware
Cole WF Hinsdale IL, LLC
 
Delaware
Cole WF Hillsboro OR (JV), LLC
 
Delaware
Cole WE Harrison Township MI, LLC
 
Delaware
Cole WE Ft. Lauderdale FL, LLC
 
Delaware
Cole WE Anchorage AK, LLC
 
Delaware
Cole VS San Benito TX, LLC
 
Delaware
Cole VS San Angelo TX, LLC
 
Delaware
Cole VS San Angelo (Sherwood) TX, LLC
 
Delaware
Cole VS Rio Hondo TX, LLC
 
Delaware
Cole VS Portales NM, LLC
 
Delaware
Cole VS Pharr TX, LLC
 
Delaware
Cole VS Palmhurst TX, LLC
 
Delaware
Cole VS Odessa TX, LLC
 
Delaware
Cole VS Odessa (Kermit) TX, LLC
 
Delaware
Cole VS Mission (Highway 83) TX, LLC
 
Delaware
Cole VS Midland (Rankin) TX, LLC
 
Delaware
Cole VS Laredo TX, LLC
 
Delaware
Cole VS Laredo (La Pita Mangana) TX, LLC
 
Delaware
Cole VS La Feria TX, LLC
 
Delaware
Cole VS Houston TX, LLC
 
Delaware
Cole VS Haskell TX, LLC
 
Delaware
Cole VS Fort Stockton TX, LLC
 
Delaware
Cole VS Edinburg TX, LLC
 
Delaware
Cole VS Edinburg (Raul Longoria) TX, LLC
 
Delaware
Cole VS Edinburg (Highway 107) TX, LLC
 
Delaware
Cole VS Eagle Pass TX, LLC
 
Delaware
Cole VS Corpus Christi TX, LLC
 
Delaware
Cole VS Corpus Christi (Padre Island) TX, LLC
 
Delaware

5

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole VS Corpus Christi (Everhart) TX, LLC
 
Delaware
Cole VS Carrizo Springs TX, LLC
 
Delaware
Cole VS Brownsville (Anacua) TX, LLC
 
Delaware
Cole VS Brady TX, LLC
 
Delaware
Cole VL San Marcos TX, LLC
 
Delaware
Cole VG Atlanta GA, LLC
 
Delaware
Cole UL Jonesboro AR, LLC
 
Delaware
Cole UL Jackson TN, LLC
 
Delaware
Cole UL Fort Gratiot MI, LLC
 
Delaware
Cole UB Fayetteville NC, LLC
 
Delaware
Cole TY Coral Springs FL, LLC
 
Delaware
Cole TT Downingtown PA, LLC
 
Delaware
Cole TT Austin TX, LLC
 
Delaware
Cole TS Woodstock VA, LLC
 
Delaware
Cole TS Wauseon OH, LLC
 
Delaware
Cole TS Union MO, LLC
 
Delaware
Cole TS Tuscaloosa AL, LLC
 
Delaware
Cole TS Troy MO, LLC
 
Delaware
Cole TS Topeka KS, LLC
 
Delaware
Cole TS Summerdale AL, LLC
 
Delaware
Cole TS Stillwater OK, LLC
 
Delaware
Cole TS St. John IN, LLC
 
Delaware
Cole TS Southwick MA, LLC
 
Delaware
Cole TS Sellersburg IN, LLC
 
Delaware
Cole TS Sedalia MO, LLC
 
Delaware
Cole TS Roswell NM, LLC
 
Delaware
Cole TS Rincon GA, LLC
 
Delaware
Cole TS Pearsall TX, LLC
 
Delaware
Cole TS Paducah KY, LLC
 
Delaware
Cole TS Nixa MO, LLC
 
Delaware
Cole TS Murphy NC, LLC
 
Delaware
Cole TS Mishawaka IN, LLC
 
Delaware
Cole TS Middletown DE, LLC
 
Delaware
Cole TS Macedon NY, LLC
 
Delaware
Cole TS Macedon NY Holdings, LLC
 
Delaware
Cole TS Lockhart TX, LLC
 
Delaware
Cole TS Little Rock AR, LLC
 
Delaware
Cole TS Lawrence KS, LLC
 
Delaware
Cole TS Kenedy TX, LLC
 
Delaware
Cole TS Jonesville MI, LLC
 
Delaware
Cole TS Jefferson City MO, LLC
 
Delaware
Cole TS Jackson CA, LLC
 
Delaware
Cole TS Irmo SC, LLC
 
Delaware
Cole TS Hamilton OH, LLC
 
Delaware

6

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole TS Gloucester NJ, LLC
 
Delaware
Cole TS Glenpool OK, LLC
 
Delaware
Cole TS Glasgow KY, LLC
 
Delaware
Cole TS Gibsonia PA, LLC
 
Delaware
Cole TS Franklin NC, LLC
 
Delaware
Cole TS Edinburg TX, LLC
 
Delaware
Cole TS Dixon CA, LP
 
Delaware
Cole TS Del Rio TX, LLC
 
Delaware
Cole TS Columbia SC, LLC
 
Delaware
Cole TS Chickasha OK, LLC
 
Delaware
Cole TS Belchertown MA, LLC
 
Delaware
Cole TS Ballinger TX, LLC
 
Delaware
Cole TS Bainbridge GA, LLC
 
Delaware
Cole TS Augusta ME, LLC
 
Delaware
Cole TS Auburn CA, LLC
 
Delaware
Cole TS Alton IL, LLC
 
Delaware
Cole TS Alamogordo NM, LLC
 
Delaware
Cole TR Sarasota FL, LLC
 
Delaware
Cole TR Lexington KY, LLC
 
Delaware
Cole TP Portfolio (JV), LLC
 
Delaware
Cole TK Auburndale FL, LLC
 
Delaware
Cole TH Westmont IL, LLC
 
Delaware
Cole TH Waukegan IL, LLC
 
Delaware
Cole TH Terre Haute IN, LLC
 
Delaware
Cole TH Summit IL, LLC
 
Delaware
Cole TH Springfield IL, LLC
 
Delaware
Cole TH South Elgin IL, LLC
 
Delaware
Cole TH Shelbyville KY, LLC
 
Delaware
Cole TH Roselle IL, LLC
 
Delaware
Cole TH Plainfield IL, LLC
 
Delaware
Cole TH Ottawa IL, LLC
 
Delaware
Cole TH Oaklawn IL, LLC
 
Delaware
Cole TH Louisville KY, LLC
 
Delaware
Cole TH Joliet IL, LLC
 
Delaware
Cole TH Jeffersonville IN, LLC
 
Delaware
Cole TH Henderson KY, LLC
 
Delaware
Cole TH Henderson (Green) KY, LLC
 
Delaware
Cole TH Galloway OH, LLC
 
Delaware
Cole TH Franklin Park IL, LLC
 
Delaware
Cole TH Evansville IN, LLC
 
Delaware
Cole TH Evansville (Rosenberger) IN, LLC
 
Delaware
Cole TH Edinburgh IN, LLC
 
Delaware
Cole TH Clarksville IN, LLC
 
Delaware
Cole TH Bloomington IL, LLC
 
Delaware

7

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole SW Muskegon MI, LLC
 
Delaware
Cole SW Boardman OH, LLC
 
Delaware
Cole SW Ashtabula OH, LLC
 
Delaware
Cole SW Angola IN, LLC
 
Delaware
Cole SU Merritt Island (1760 Merritt) FL, LLC
 
Delaware
Cole ST Pensacola FL, LLC
 
Delaware
Cole ST Houston TX, LLC
 
Delaware
Cole ST Helena MT, LLC
 
Delaware
Cole SR Centennial CO, LLC
 
Delaware
Cole Springing Member, LLC
 
Delaware
Cole SH L'Anse MI, LLC
 
Delaware
Cole SC Douglasville GA, LLC
 
Delaware
Cole SC Colorado Springs CO, LLC
 
Delaware
Cole RT Mobile AL, LLC
 
Delaware
Cole RT Leesburg FL, LLC
 
Delaware
Cole RT Jacksonville FL, LLC
 
Delaware
Cole RT Houston TX, LLC
 
Delaware
Cole RT Houston (Kuykendahl) TX, LLC
 
Delaware
Cole RT Denton TX, LLC
 
Delaware
Cole RT Bessemer AL, LLC
 
Delaware
Cole RT Belleview FL, LLC
 
Delaware
Cole RT Atlanta GA, LLC
 
Delaware
Cole REIT III Operating Partnership, LP
 
Delaware
Cole REIT Advisors, LLC
 
Delaware
Cole REIT Advisors VII, LLC
 
Delaware
Cole REIT Advisors VI, LLC
 
Delaware
Cole REIT Advisors V, LLC
 
Delaware
Cole REIT Advisors IV, LLC
 
Delaware
Cole REIT Advisors III, LLC
 
Delaware
Cole REIT Advisors II, LLC
 
Delaware
Cole Realty Advisors, LLC
 
Delaware
Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC
 
Delaware
Cole RD Winnebago IL, LLC
 
Delaware
Cole RA Wheelersburg OH, LLC
 
Delaware
Cole RA Warren OH, LLC
 
Delaware
Cole RA St. Mary's OH, LLC
 
Delaware
Cole RA Memphis TN, LLC
 
Delaware
Cole RA Cheektowaga NY, LLC
 
Delaware
Cole RA Buxton ME II, LLC
 
Delaware
Cole RA Bangor ME, LLC
 
Delaware
Cole PX Mountain Brook AL, LLC
 
Delaware
Cole PM Phoenix AZ, LLC
 
Delaware
Cole PM Parma OH, LLC
 
Delaware
Cole PM Bellingham WA, LLC
 
Delaware

8

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole PLS Portfolio, LLC
 
Delaware
Cole PI Victoria TX, LLC
 
Delaware
Cole PC Dardenne Prairie MO, LLC
 
Delaware
Cole OU Portfolio, LLC
 
Delaware
Cole OR Willard OH, LLC
 
Delaware
Cole OR San Antonio TX, LLC
 
Delaware
Cole OR Ravenna OH, LLC
 
Delaware
Cole OR New Roads LA, LLC
 
Delaware
Cole OR Louisville KY, LLC
 
Delaware
Cole OR Laplace LA, LLC
 
Delaware
Cole OR Houston TX, LLC
 
Delaware
Cole OR Highlands TX, LLC
 
Delaware
Cole OR Christiansburg VA, LLC
 
Delaware
Cole OR Central LA, LLC
 
Delaware
Cole OR Breaux Bridge LA, LLC
 
Delaware
Cole Operating Partnership I, LP
 
Delaware
Cole Office & Industrial REIT (CCIT III), Inc.
 
Maryland
Cole OFC Omaha NE, LLC
 
Delaware
Cole OFC Baton Rouge LA, LLC
 
Delaware
Cole OF Urbana MD, LLC
 
Delaware
Cole OF Pleasanton CA (JV), LLC
 
Delaware
Cole OF Plano TX, LLC
 
Delaware
Cole OF Plano (Legacy) TX, LLC
 
Delaware
Cole OF Phoenix AZ, LLC
 
Delaware
Cole OF Phoenix AZ II, LLC
 
Delaware
Cole OF Parsippany NJ, LLC
 
Delaware
Cole OF Oklahoma City OK, LLC
 
Delaware
Cole OF Oceanside CA, LP
 
Delaware
Cole OF Nashville TN, LLC
 
Delaware
Cole OF Lincolnshire IL, LLC
 
Delaware
Cole OF Lincoln NE, LLC
 
Delaware
Cole OF Kennesaw GA, LLC
 
Delaware
Cole OF Hopewell Township NJ, LLC
 
Delaware
Cole OF Grand Rapids MI, LLC
 
Delaware
Cole OF Glenview IL, LLC
 
Delaware
Cole OF Duluth GA, LLC
 
Delaware
Cole OF Bradenton FL, LLC
 
Delaware
Cole OF Bedford MA, LLC
 
Delaware
Cole OF Atlanta GA (JV), LLC
 
Delaware
Cole OD Alvin TX, LLC
 
Delaware
Cole OB Woodbridge VA, LLC
 
Delaware
Cole OB W. Springfield MA, LLC
 
Delaware
Cole OB Tulsa OK, LLC
 
Delaware
Cole OB Rogers AR, LLC
 
Delaware

9

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole OB Rockwall TX, LLC
 
Delaware
Cole OB Peoria AZ, LLC
 
Delaware
Cole OB Oklahoma City OK, LLC
 
Delaware
Cole OB Novi MI, LLc
 
Delaware
Cole OB Naperville IL, LLC
 
Delaware
Cole OB Mesa AZ, LLC
 
Delaware
Cole OB Lubbock TX, LLC
 
Delaware
Cole OB Lee's Summit MO, LLC
 
Delaware
Cole OB Kansas City MO, LLC
 
Delaware
Cole OB Garland TX, LLC
 
Delaware
Cole OB Ft. Worth TX, LLC
 
Delaware
Cole OB DeSoto TX, LLC
 
Delaware
Cole OB Denton TX, LLC
 
Delaware
Cole OB Concord Mills NC, LLC
 
Delaware
Cole OB Columbus OH, LLC
 
Delaware
Cole OB College Station TX, LLC
 
Delaware
Cole OB Burleson TX, LLC
 
Delaware
Cole OB Buford GA, LLC
 
Delaware
Cole OB Auburn Hills MI, LLC
 
Delaware
Cole OB Alpharetta GA, LLC
 
Delaware
Cole NT Ocala FL, LLC
 
Delaware
Cole NG Salem OR, LLC
 
Delaware
Cole NB Nashville TN, LLC
 
Delaware
Cole MT Woodstock GA, LLC
 
Delaware
Cole MT Winchester VA, LLC
 
Delaware
Cole MT Whittier CA, LP
 
Delaware
Cole MT West Covina CA, LP
 
Delaware
Cole MT Wauwatosa WI, LLC
 
Delaware
Cole MT Waterbury CT, LLC
 
Delaware
Cole MT Warner Robins GA, LLC
 
Delaware
Cole MT Wake Forest NC, LLC
 
Delaware
Cole MT Virginia Beach VA, LLC
 
Delaware
Cole MT Vero Beach FL, LLC
 
Delaware
Cole MT Utica MI, LLC
 
Delaware
Cole MT Uniontown PA, LLC
 
Delaware
Cole MT Tucson AZ, LLC
 
Delaware
Cole MT Sunset Valley TX, LLC
 
Delaware
Cole MT St. Augustine FL, LLC
 
Delaware
Cole MT Spring Hill FL, LLC
 
Delaware
Cole MT South Elgin IL (JV), LLC
 
Delaware
Cole MT South Bend IN, LLC
 
Delaware
Cole MT Sherwood AR, LLC
 
Delaware
Cole MT San Marcos TX, LLC
 
Delaware
Cole MT Roswell GA, LLC
 
Delaware

10

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole MT Rogers MN, LLC
 
Delaware
Cole MT Ringgold GA, LLC
 
Delaware
Cole MT Richmond VA, LLC
 
Delaware
Cole MT Reno NV, LLC
 
Delaware
Cole MT Redding CA, LP
 
Delaware
Cole MT Queen Creek AZ, LLC
 
Delaware
Cole MT Prescott AZ, LLC
 
Delaware
Cole MT Port Arthur TX, LLC
 
Delaware
Cole MT Pensacola (Tradewinds) FL, LLC
 
Delaware
Cole MT Pensacola (Cordova) FL, LLC
 
Delaware
Cole MT Parma OH, LLC
 
Delaware
Cole MT Panama City Beach FL, LLC
 
Delaware
Cole MT Pace FL, LLC
 
Delaware
Cole MT Oxford AL, LLC
 
Delaware
Cole MT Oswego IL, LLC
 
Delaware
Cole MT Northville MI, LLC
 
Delaware
Cole MT Northport AL, LLC
 
Delaware
Cole MT Northpoint (Cape Coral) FL, LLC
 
Delaware
Cole MT Napa CA, LP
 
Delaware
Cole MT Monroe MI, LLC
 
Delaware
Cole MT Mishawaka IN, LLC
 
Delaware
Cole MT Millsboro DE, LLC
 
Delaware
Cole MT Merced CA, LP
 
Delaware
Cole MT Melrose Park IL, LLC
 
Delaware
Cole MT Lubbock TX, LLC
 
Delaware
Cole MT Lewis Center OH, LLC
 
Delaware
Cole MT Lenexa KS, LLC
 
Delaware
Cole MT Las Vegas NV, LLC
 
Delaware
Cole MT Lakewood CO, LLC
 
Delaware
Cole MT Lake Worth FL, LLC
 
Delaware
Cole MT Lake Charles LA, LLC
 
Delaware
Cole MT Kyle TX, LLC
 
Delaware
Cole MT Kingman AZ, LLC
 
Delaware
Cole MT Huntsville AL, LLC
 
Delaware
Cole MT Houston TX, LLC
 
Delaware
Cole MT Homosassa FL, LLC
 
Delaware
Cole MT Hixson TN, LLC
 
Delaware
Cole MT Highland Ranch CO, LLC
 
Delaware
Cole MT Greenville SC, LLC
 
Delaware
Cole MT Gilbert (San Tan) AZ, LLC
 
Delaware
Cole MT Gainesville GA, LLC
 
Delaware
Cole MT Fort Worth TX, LLC
 
Delaware
Cole MT Fort Myers FL, LLC
 
Delaware
Cole MT Folsom CA, LP
 
Delaware

11

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole MT Flowery Branch GA, LLC
 
Delaware
Cole MT Flagstaff AZ, LLC
 
Delaware
Cole MT Evans GA, LLC
 
Delaware
Cole MT East Point GA, LLC
 
Delaware
Cole MT Daytona Beach FL, LLC
 
Delaware
Cole MT Cleveland TN, LLC
 
Delaware
Cole MT Cincinnati OH, LLC
 
Delaware
Cole MT Chicago IL, LLC
 
Delaware
Cole MT Chicago (Kingsbury) IL, LLC
 
Delaware
Cole MT Chesterfield MI (JV), LLC
 
Delaware
Cole MT Chandler (Village) AZ, LLC
 
Delaware
Cole MT Chandler (Gateway) AZ, LLC
 
Delaware
Cole MT Chandler (Festival) AZ, LLC
 
Delaware
Cole MT Cedar Hill TX, LLC
 
Delaware
Cole MT Burleson TX, LLC
 
Delaware
Cole MT Brunswick GA, LLC
 
Delaware
Cole MT Bowling Green OH, LLC
 
Delaware
Cole MT Bismarck ND, LLC
 
Delaware
Cole MT Bethlehem GA (JV), LLC
 
Delaware
Cole MT Bellview FL, LLC
 
Delaware
Cole MT Bartlett IL, LLC
 
Delaware
Cole MT Aurora (Briarwood) CO, LLC
 
Delaware
Cole MT Anderson SC, LLC
 
Delaware
Cole MP PM Portfolio, LLC
 
Delaware
Cole MM St. Charles MO, LLC
 
Delaware
Cole MIT Vero Beach FL, LLC
 
Delaware
Cole MI Lafayette LA, LLC
 
Delaware
Cole MG/OB W. Windsor NJ, LLC
 
Delaware
Cole MG/OB Mt. Laurel NJ, LLC
 
Delaware
Cole MF Melbourne FL, LLC
 
Delaware
Cole MF Goshen IN, LLC
 
Delaware
Cole MF Garden City ID, LLC
 
Delaware
Cole MF Fairview Heights IL, LLC
 
Delaware
Cole MezzCo CCPT III, LLC
 
Delaware
Cole MezzCo CCPT I, LLC
 
Delaware
Cole MD Waco TX, LLC
 
Delaware
Cole LO Ticonderoga NY, LLC
 
Delaware
Cole LO Texas City TX, LP
 
Delaware
Cole LO Sanford ME, LLC
 
Delaware
Cole LO Miamisburg OH, LLC
 
Delaware
Cole LO Kansas City MO, LLC
 
Delaware
Cole LO Jonesboro AR, LLC
 
Delaware
Cole LO Florence KY, LLC
 
Delaware
Cole LO Denver CO, LLC
 
Delaware

12

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole LO Columbia SC, LLC
 
Delaware
Cole LO Burlington IA, LLC
 
Delaware
Cole LO Benton Harbor MI, LLC
 
Delaware
Cole Land Development, LLC
 
Delaware
Cole Land Development, LLC
 
Delaware
Cole LA Spring TX, LLC
 
Delaware
Cole LA Oswego IL, LLC
 
Delaware
Cole LA Oakdale MN, LLC
 
Delaware
Cole LA Indianapolis IN, LLC
 
Delaware
Cole LA Highland CA, LP
 
Delaware
Cole LA Glendale AZ, LLC
 
Delaware
Cole LA Edmond OK, LLC
 
Delaware
Cole LA Easton PA, LLC
 
Delaware
Cole LA Duncanville TX, LLC
 
Delaware
Cole LA Denton TX, LLC
 
Delaware
Cole LA Dallas TX, LLC
 
Delaware
Cole LA Carmel IN, LLC
 
Delaware
Cole LA Broadview IL, LLC
 
Delaware
Cole LA Avondale AZ, LLC
 
Delaware
Cole KR Wilmington NC, LLC
 
Delaware
Cole KO Tavares FL, LLC
 
Delaware
Cole KO Spartanburg SC, LLC
 
Delaware
Cole KO Salina KS, LLC
 
Delaware
Cole KO Saginaw MI, LLC
 
Delaware
Cole KO Rice Lake WI, LLC
 
Delaware
Cole KO Rice Lake WI (JV), LLC
 
Delaware
Cole KO Rancho Cordova CA, LP
 
Delaware
Cole KO Onalaska WI, LLC
 
Delaware
Cole KO Monrovia CA, LP
 
Delaware
Cole KO Monroe MI, LLC
 
Delaware
Cole KO McAllen TX, LLC
 
Delaware
Cole KO Fort Dodge IA, LLC
 
Delaware
Cole KO Columbia SC, LLC
 
Delaware
Cole KO Brownsville TX, LLC
 
Delaware
Cole KG West Branch IA, LLC
 
Delaware
Cole KG Tipton IA, LLC
 
Delaware
Cole KG Story City IA, LLC
 
Delaware
Cole KG Sloan IA, LLC
 
Delaware
Cole JO Shakopee MN, LLC
 
Delaware
Cole IO Westminster VT, LLC
 
Delaware
Cole IO West Dummerston VT, LLC
 
Delaware
Cole IO Skowhegan ME, LLC
 
Delaware
Cole IO Saco ME, LLC
 
Delaware
Cole IO Rutland VT, LLC
 
Delaware

13

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole IO Rochester NH, LLC
 
Delaware
Cole IO Orono ME, LLC
 
Delaware
Cole IO Lincoln ME, LLC
 
Delaware
Cole IO Kennebunk ME, LLC
 
Delaware
Cole IO Fort Kent ME, LLC
 
Delaware
Cole IO Dover NH, LLC
 
Delaware
Cole IO Conway NH, LLC
 
Delaware
Cole IO Caribou ME, LLC
 
Delaware
Cole IO Boothbay Harbor ME, LLC
 
Delaware
Cole IO Bethel ME, LLC
 
Delaware
Cole IO Belfast ME, LLC
 
Delaware
Cole IG Katy TX, LLC
 
Delaware
Cole ID West Columbia SC, LLC
 
Delaware
Cole ID Riverside CA, LP
 
Delaware
Cole ID Milton PA, LLC
 
Delaware
Cole ID Chattanooga TN, LLC
 
Delaware
Cole ID Charleston TN, LLC
 
Delaware
Cole HT Durham NC, LLC
 
Delaware
Cole Holdings X, LLC
 
Arizona
Cole Holdings X, LLC
 
Arizona
Cole HN Buffalo NY, LLC
 
Delaware
Cole HL Logan UT, LLC
 
Delaware
Cole HL Concord NC, LLC
 
Delaware
Cole HL Columbia TN, LLC
 
Delaware
Cole HL Avon IN, LLC
 
Delaware
Cole HH North Fayette PA, LLC
 
Delaware
Cole HH North Charleston SC, LLC
 
Delaware
Cole HH Merrillville IN, LLC
 
Delaware
Cole HH Joliet IL, LLC
 
Delaware
Cole HH Chesterfield MO, LLC
 
Delaware
Cole HG West Fork AR, LLC
 
Delaware
Cole HG Searcy AR, LLC
 
Delaware
Cole HG Poplar Bluff MO, LLC
 
Delaware
Cole HG Inola OK, LLC
 
Delaware
Cole HG Hot Springs AR, LLC
 
Delaware
Cole HG Hot Springs (Central) AR, LLC
 
Delaware
Cole HG Haskell AR, LLC
 
Delaware
Cole HG Cabot AR, LLC
 
Delaware
Cole HD Winchester VA, LLC
 
Delaware
Cole HD Winchester VA II, LLC
 
Delaware
Cole HD Tucson AZ, LLC
 
Delaware
Cole HD Tolleson AZ, LLC
 
Delaware
Cole HD Slidell LA, LLC
 
Delaware
Cole HD San Diego CA, LP
 
Delaware

14

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole HD Evans GA, LLC
 
Delaware
Cole HC Willow Grove PA, LLC
 
Delaware
Cole HC Sanford FL, LLC
 
Delaware
Cole HC Plainfield IL, LLC
 
Delaware
Cole HC New Lenox IL, LLC
 
Delaware
Cole HC Mishawaka IN, LLC
 
Delaware
Cole HC Lawrenceville NJ, LLC
 
Delaware
Cole HC Glendale Heights IL, LLC
 
Delaware
Cole HC Ft. Wayne IN, LLC
 
Delaware
Cole HC Douglasville GA, LLC
 
Delaware
Cole HC Creve Coeur MO, LLC
 
Delaware
Cole HC Casselberry FL, LLC
 
Delaware
Cole HC Aurora IL, LLC
 
Delaware
Cole HC Augusta GA, LLC
 
Delaware
Cole HA Rural Hall NC, LLC
 
Delaware
Cole GY Cumming GA, LLC
 
Delaware
Cole GY Cumming (Old Atlanta) GA, LLC
 
Delaware
Cole GY Corpus Christi TX, LLC
 
Delaware
Cole GY Columbia SC, LLC
 
Delaware
Cole Growth Opportunity Fund I LP
 
Delaware
Cole Growth Opportunity Fund I GP, LLC
 
Delaware
Cole GR Stockbridge GA, LLC
 
Delaware
Cole GP WG Lancaster CA, LLC
 
Delaware
Cole GP TS Dixon CA, LLC
 
Delaware
Cole GP Texas City TX LO, LLC
 
Delaware
Cole GP OF Oceanside CA, LLC
 
Delaware
Cole GP MT Whittier CA, LLC
 
Delaware
Cole GP MT West Covina CA, LLC
 
Delaware
Cole GP MT Redding CA, LLC
 
Delaware
Cole GP MT Napa CA, LLC
 
Delaware
Cole GP MT Merced CA, LLC
 
Delaware
Cole GP MT Folsom CA, LLC
 
Delaware
Cole GP LA Highland CA, LLC
 
Delaware
Cole GP ID Riverside CA, LLC
 
Delaware
Cole GP GM Houston TX, LLC
 
Delaware
Cole GP CV City of Industry CA, LLC
 
Delaware
Cole GP CT Modesto CA, LLC
 
Delaware
Cole GP CCPT III, LLC
 
Delaware
Cole GP CCPT I, LLC
 
Delaware
Cole GM Houston TX, LP
 
Delaware
Cole GL Manistee MI, LLC
 
Delaware
Cole GG Broken Arrow OK, LLC
 
Delaware
Cole GE Lancaster OH, LLC
 
Delaware
Cole GC Toledo OH, LLC
 
Delaware

15

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole GC Springfield OH, LLC
 
Delaware
Cole GC Spring TX, LLC
 
Delaware
Cole GC San Angelo TX, LLC
 
Delaware
Cole GC Richmond IN, LLC
 
Delaware
Cole GC Ontario OH, LLC
 
Delaware
Cole GC Northfield OH, LLC
 
Delaware
Cole GC Monroeville PA, LLC
 
Delaware
Cole GC Louisville KY, LLC
 
Delaware
Cole GC Independence MO, LLC
 
Delaware
Cole GC Grove City OH, LLC
 
Delaware
Cole GC Fairfield OH, LLC
 
Delaware
Cole GC Elyria OH, LLC
 
Delaware
Cole GC Dayton OH, LLC
 
Delaware
Cole GC Dayton (Miller) OH, LLC
 
Delaware
Cole GC Dayton (Kingsridge) OH, LLC
 
Delaware
Cole GC Cleveland OH, LLC
 
Delaware
Cole GC Clarksville IN, LLC
 
Delaware
Cole GC Cincinnati OH, LLC
 
Delaware
Cole GC Canton OH, LLC
 
Delaware
Cole GC Bakersfield CA, LLC
 
Delaware
Cole GC Akron OH, LLC
 
Delaware
Cole FS Englewood CO, LLC
 
Delaware
Cole FM Winston-Salem NC, LLC
 
Delaware
Cole FL Moyock NC, LLC
 
Delaware
Cole FF Battle Creek MI, LLC
 
Delaware
Cole FE Northwood OH, LLC
 
Delaware
Cole FE McComb MS, LLC
 
Delaware
Cole FE Lafayette IN, LLC
 
Delaware
Cole FE Effingham IL, LLC
 
Delaware
Cole FE Dublin VA, LLC
 
Delaware
Cole FE Bossier City LA, LLC
 
Delaware
Cole FE Beekmantown NY, LLC
 
Delaware
Cole FD Portfolio VIII, LLC
 
Delaware
Cole FD Portfolio VII, LLC
 
Delaware
Cole FD Portfolio IV, LLC
 
Delaware
Cole FD Portfolio III, LLC
 
Delaware
Cole FD Portfolio II, LLC
 
Delaware
Cole FD Portfolio I, LLC
 
Delaware
Cole EK Travelers Rest SC, LLC
 
Delaware
Cole EK Spartanburg SC, LLC
 
Delaware
Cole EK Philadelphia PA, LLC
 
Delaware
Cole EK Murfreesboro TN, LLC
 
Delaware
Cole EK Hayes VA, LLC
 
Delaware
Cole DST Advisors, LLC
 
Delaware

16

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole DK Moore OK, LLC
 
Delaware
Cole DK Jackson TN, LLC
 
Delaware
Cole DK Fort Gratiot MI, LLC
 
Delaware
Cole DK Charleston SC, LLC
 
Delaware
Cole DG Windsor MO, LLC
 
Delaware
Cole DG West Plains MO, LLC
 
Delaware
Cole DG Wagoner OK, LLC
 
Delaware
Cole DG Vidor TX, LLC
 
Delaware
Cole DG Vance AL, LLC
 
Delaware
Cole DG Tyler TX, LLC
 
Delaware
Cole DG Troy AL, LLC
 
Delaware
Cole DG Toledo OH, LLC
 
Delaware
Cole DG Thomaston GA, LLC
 
Delaware
Cole DG Thibodaux LA, LLC
 
Delaware
Cole DG Tahlequah OK, LLC
 
Delaware
Cole DG Sylacauga AL, LLC
 
Delaware
Cole DG Sullivan City TX, LLC
 
Delaware
Cole DG Shiloh GA, LLC
 
Delaware
Cole DG Schneider IN, LLC
 
Delaware
Cole DG Sandusky OH, LLC
 
Delaware
Cole DG Richmond MN, LLC
 
Delaware
Cole DG Richland IN, LLC
 
Delaware
Cole DG Rensselaer IN, LLC
 
Delaware
Cole DG Porter IN, LLC
 
Delaware
Cole DG Ponca City OK, LLC
 
Delaware
Cole DG Pittsburg IL, LLC
 
Delaware
Cole DG Phenix City AL, LLC
 
Delaware
Cole DG Phenix (Broad) AL, LLC
 
Delaware
Cole DG Pemberville OH, LLC
 
Delaware
Cole DG Orange TX, LLC
 
Delaware
Cole DG Ohatchee AL, LLC
 
Delaware
Cole DG Mt. Vernon AL, LLC
 
Delaware
Cole DG Morganton NC, LLC
 
Delaware
Cole DG Mobile (McVay) AL, LLC
 
Delaware
Cole DG Medaryville IN, LLC
 
Delaware
Cole DG Lyerly GA, LLC
 
Delaware
Cole DG Lubbock (FM 40) TX, LLC
 
Delaware
Cole DG Lowell OH, LLC
 
Delaware
Cole DG Lakeland FL, LLC
 
Delaware
Cole DG Lake Charles LA, LLC
 
Delaware
Cole DG Hicksville OH, LLC
 
Delaware
Cole DG Hendersonville NC, LLC
 
Delaware
Cole DG Headland AL, LLC
 
Delaware
Cole DG Hartselle AL, LLC
 
Delaware

17

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole DG Grambling LA, LLC
 
Delaware
Cole DG Frisco City AL, LLC
 
Delaware
Cole DG Fairfield OH, LLC
 
Delaware
Cole DG Ely MN, LLC
 
Delaware
Cole DG Edenton NC, LLC
 
Delaware
Cole DG Eagle Rock MO, LLC
 
Delaware
Cole DG Cullman (Lincoln) AL, LLC
 
Delaware
Cole DG Cullman (Hwy 157) AL, LLC
 
Delaware
Cole DG Childersburg AL, LLC
 
Delaware
Cole DG Cade LA, LLC
 
Delaware
Cole DG Butler AL, LLC
 
Delaware
Cole DG Broken Bow OK, LLC
 
Delaware
Cole DG Bremen AL, LLC
 
Delaware
Cole DG Barnesville MN, LLC
 
Delaware
Cole DG Andalusia AL, LLC
 
Delaware
Cole DC Newark OH, LLC
 
Delaware
Cole CY Grand Prairie TX, LLC
 
Delaware
Cole CV Whiteville NC, LLC
 
Delaware
Cole CV Weaverville NC, LLC
 
Delaware
Cole CV Warren OH, LLC
 
Delaware
Cole CV Titusville PA, LLC
 
Delaware
Cole CV Tipton IN, LLC
 
Delaware
Cole CV The Village OK, LLC
 
Delaware
Cole CV St. Augustine FL (Tuscan), LLC
 
Delaware
Cole CV Sparks NV, LLC
 
Delaware
Cole CV Southaven MS, LLC
 
Delaware
Cole CV Southaven (Goodman) MS, LLC
 
Delaware
Cole CV Sherman TX, LLC
 
Delaware
Cole CV Oklahoma City OK, LLC
 
Delaware
Cole CV New Port Richey FL, LLC
 
Delaware
Cole CV Naples FL, LLC
 
Delaware
Cole CV Moonville SC, LLC
 
Delaware
Cole CV Minneapolis MN, LLC
 
Delaware
Cole CV Mineola NY, LLC
 
Delaware
Cole CV Meridianville AL, LLC
 
Delaware
Cole CV Madison NC, LLC
 
Delaware
Cole CV Madison Heights VA, LLC
 
Delaware
Cole CV Lynchburg VA, LLC
 
Delaware
Cole CV Liberty MO, LLC
 
Delaware
Cole CV Lawrenceville NJ, LLC
 
Delaware
Cole CV Lawrenceville GA, LLC
 
Delaware
Cole CV Lawrence KS, LLC
 
Delaware
Cole CV Lake Wales FL, LLC
 
Delaware
Cole CV Lake Havasu AZ, LLC
 
Delaware

18

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole CV Lago Vista TX, LP
 
Delaware
Cole CV Kernersville NC, LLC
 
Delaware
Cole CV Jacksonville FL, LLC
 
Delaware
Cole CV Independence MO, LLC
 
Delaware
Cole CV Gulf Breeze FL, LLC
 
Delaware
Cole CV Greenville SC, LLC
 
Delaware
Cole CV Gainesville TX, LLC
 
Delaware
Cole CV Ft. Myers FL, LLC
 
Delaware
Cole CV Fredericksburg VA, LLC
 
Delaware
Cole CV Evansville IN, LLC
 
Delaware
Cole CV Edison NJ, LLC
 
Delaware
Cole CV Edinburgh IN, LLC
 
Delaware
Cole CV Edinburg TX, LLC
 
Delaware
Cole CV Eden NC, LLC
 
Delaware
Cole CV Duncanville TX, LP
 
Delaware
Cole CV Dover DE, LLC
 
Delaware
Cole CV Dolton IL, LLC
 
Delaware
Cole CV City of Industry CA, LP
 
Delaware
Cole CV Chicago IL, LLC
 
Delaware
Cole CV Cherry Hill NJ, LLC
 
Delaware
Cole CV Charlotte NC, LLC
 
Delaware
Cole CV Cayce SC, LLC
 
Delaware
Cole CV Brownsville TX, LLC
 
Delaware
Cole CV Brazil IN, LLC
 
Delaware
Cole CV Boca Raton (Yamato) FL, LLC
 
Delaware
Cole CV Bellevue OH, LLC
 
Delaware
Cole CV Auburndale FL, LLC
 
Delaware
Cole CV Athens GA, LLC
 
Delaware
Cole CV Anderson SC, LLC
 
Delaware
Cole CU Arlington TX, LLC
 
Delaware
Cole CT Oklahoma City (Western) OK, LLC
 
Delaware
Cole CT Oklahoma City (Rockwell) OK, LLC
 
Delaware
Cole CT Modesto CA, LP
 
Delaware
Cole CT Bedford OH, LLC
 
Delaware
Cole CP Scottsdale AZ, LLC
 
Delaware
Cole CP Schaumburg IL, LLC
 
Delaware
Cole CP Grapevine TX, LLC
 
Delaware
Cole CP Atlanta GA, LLC
 
Delaware
Cole CP Alpharetta GA, LLC
 
Delaware
Cole Corporate Income Operating Partnership III, LP
 
Delaware
Cole Corporate Income Advisors, LLC
 
Delaware
Cole Corporate Income Advisors III, LLC
 
Delaware
Cole Corporate Income Advisors II, LLC
 
Delaware
Cole Collateralized Senior Notes, LLC
 
Arizona

19

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole Collateralized Senior Notes IV, LLC
 
Arizona
Cole Collateralized Senior Notes III, LLC
 
Arizona
Cole Collateralized Senior Notes II, LLC
 
Arizona
Cole CO Pecan Park TX, LP
 
Delaware
Cole CO Hurst TX, LP
 
Delaware
Cole CO Austin TX, LP
 
Delaware
Cole CN Rochester MN, LLC
 
Delaware
Cole CM Henderson NV, LLC
 
Delaware
Cole CM Austin TX, LLC
 
Delaware
Cole CI Plano TX, LLC
 
Delaware
Cole CH/MG Ramsey NJ, LLC
 
Delaware
Cole CH/MG Flanders NJ, LLC
 
Delaware
Cole CG Blair NE, LLC
 
Delaware
Cole CCPT III Mezz Debt Holdings, LLC
 
Delaware
Cole CCPT III Acquisitions, LLC
 
Delaware
Cole CB Waynesboro VA, LLC
 
Delaware
Cole CB Sherman TX, LLC
 
Delaware
Cole CB San Antonio TX, LLC
 
Delaware
Cole CB Rocky Mount NC, LLC
 
Delaware
Cole CB Piedmont SC, LLC
 
Delaware
Cole CB Greensboro NC, LLC
 
Delaware
Cole CB Fort Mill SC, LLC
 
Delaware
Cole CB Columbus GA, LLC
 
Delaware
Cole CB Bristol VA, LLC
 
Delaware
Cole CB Abilene TX, LLC
 
Delaware
Cole Capital Partners, LLC
 
Arizona
Cole Capital Corporation
 
Arizona
Cole Capital Advisors, Inc.
 
Arizona
Cole CA Portfolio, LLC
 
Delaware
Cole C+ La Quinta CA, LLC
 
Delaware
Cole BU Portfolio II, LLC
 
Delaware
Cole BO Phoenix AZ, LLC
 
Delaware
Cole BN Wheeling IL, LLC
 
Delaware
Cole BN Stuart FL, LLC
 
Delaware
Cole BN Schaumburg IL, LLC
 
Delaware
Cole BN North Bay Village FL, LLC
 
Delaware
Cole BN Maple Grove MN, LLC
 
Delaware
Cole BN Farmington Hills MI, LLC
 
Delaware
Cole BN Dallas TX, LLC
 
Delaware
Cole BN Anchorage AK, LLC
 
Delaware
Cole BN Alpharetta GA, LLC
 
Delaware
Cole BL Greenwood SC, LLC
 
Delaware
Cole BJ Portfolio II, LLC
 
Delaware
Cole BJ Portfolio I, LLC
 
Delaware

20

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole BG Chester VA, LLC
 
Delaware
Cole BF Portfolio, LLC
 
Delaware
Cole BB Tupelo MS, LLC
 
Delaware
Cole BB Southaven MS, LLC
 
Delaware
Cole BB Richmond IN, LLC
 
Delaware
Cole BB Pineville NC, LLC
 
Delaware
Cole BB Norton Shores MI, LLC
 
Delaware
Cole BB Montgomery AL, LLC
 
Delaware
Cole BB Marquette MI, LLC
 
Delaware
Cole BB Kenosha WI, LLC
 
Delaware
Cole BB Indianapolis IN, LLC
 
Delaware
Cole BB Coral Springs FL, LLC
 
Delaware
Cole BB Bourbonnais IL, LLC
 
Delaware
Cole AZ Yorkville IL, LLC
 
Delaware
Cole AZ Trenton OH, LLC
 
Delaware
Cole AZ Rapid City SD, LLC
 
Delaware
Cole AZ Pearl River LA, LLC
 
Delaware
Cole AZ Nashville TN, LLC
 
Delaware
Cole AZ Mount Orab OH, LLC
 
Delaware
Cole AZ Hernando MS, LLC
 
Delaware
Cole AZ Hartville OH, LLC
 
Delaware
Cole AZ Hamilton OH, LLC
 
Delaware
Cole AZ Blanchester OH, LLC
 
Delaware
Cole AW Johnston IA, LLC
 
Delaware
Cole AW Des Moines (Fleur) IA, LLC
 
Delaware
Cole AW Des Moines (Beaver) IA, LLC
 
Delaware
Cole AT Dallas TX, LLC
 
Delaware
Cole AS Montgomery AL, LLC
 
Delaware
Cole AS Laredo TX, LLC
 
Delaware
Cole AS Killeen TX, LLC
 
Delaware
Cole AS Fort Worth TX, LLC
 
Delaware
Cole AS Bossier City LA, LLC
 
Delaware
Cole AS Austin TX, LLC
 
Delaware
Cole Arizona Portfolio (JV), LLC
 
Delaware
Cole AP Wytheville VA, LLC
 
Delaware
Cole AP West Memphis AR, LLC
 
Delaware
Cole AP Tyler TX, LLC
 
Delaware
Cole AP Swansea IL, LLC
 
Delaware
Cole AP Rolla MO, LLC
 
Delaware
Cole AP Norton VA, LLC
 
Delaware
Cole AP Memphis TN, LLC
 
Delaware
Cole AP Marion IL, LLC
 
Delaware
Cole AP Kalamazoo MI, LLC
 
Delaware
Cole AP Joplin MO, LLC
 
Delaware

21

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole AP Horn Lake MS, LLC
 
Delaware
Cole AP Farmington MO, LLC
 
Delaware
Cole AP Chambersburg PA, LLC
 
Delaware
Cole AP Bartlett TN, LLC
 
Delaware
Cole AP Adrian MI, LLC
 
Delaware
Cole Anchored Center Trust, Inc.
 
Maryland
Cole Anchored Center REIT Advisors, LLC
 
Delaware
Cole Anchored Center Operating Partnership, LP
 
Delaware
Cole AN Portfolio VI, LLC
 
Delaware
Cole AN Portfolio V, LLC
 
Delaware
Cole AN Portfolio IV, LLC
 
Delaware
Cole AN Portfolio III, LLC
 
Delaware
Cole AN Portfolio II, LLC
 
Delaware
Cole AM St. Joseph MO, LLC
 
Delaware
Cole AH Indianapolis IN, LLC
 
Delaware
Cole Acquisitions I, LLC
 
Delaware
Cole AB Yuma AZ, LLC
 
Delaware
Cole AB Weatherford TX, LLC
 
Delaware
Cole AB Tucson AZ, LLC
 
Delaware
Cole AB Tucson (Grant Rd) AZ, LLC
 
Delaware
Cole AB Silver City NM, LLC
 
Delaware
Cole AB Scottsdale AZ, LLC
 
Delaware
Cole AB Phoenix AZ, LLC
 
Delaware
Cole AB Odessa TX, LLC
 
Delaware
Cole AB Midland TX, LLC
 
Delaware
Cole AB Mesa AZ, LLC
 
Delaware
Cole AB Los Lunas NM, LLC
 
Delaware
Cole AB Las Cruces NM, LLC
 
Delaware
Cole AB Lake Havasu City AZ, LLC
 
Delaware
Cole AB Lafayette LA, LLC
 
Delaware
Cole AB Fort Worth TX, LLC
 
Delaware
Cole AB Fort Worth (Sycamore School Rd) TX, LLC
 
Delaware
Cole AB Fort Worth (Oakmont) TX, LLC
 
Delaware
Cole AB Fort Worth (Clifford St) TX, LLC
 
Delaware
Cole AB Fort Collins CO, LLC
 
Delaware
Cole AB Farmington NM, LLC
 
Delaware
Cole AB El Paso TX, LLC
 
Delaware
Cole AB Durango CO, LLC
 
Delaware
Cole AB Denver CO, LLC
 
Delaware
Cole AB Clovis NM, LLC
 
Delaware
Cole AB Bossier City LA, LLC
 
Delaware
Cole AB Baton Rouge LA, LLC
 
Delaware
Cole AB Baton Rouge (George O'Neal Rd) LA, LLC
 
Delaware
Cole AB Baton Rouge (College Dr) LA, LLC
 
Delaware

22

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole AB Arlington TX, LLC
 
Delaware
Cole AB Alexandria LA, LLC
 
Delaware
Cole AB Albuquerque NM, LLC
 
Delaware
Cole AB Albuquerque (Lomas Blvd) NM, LLC
 
Delaware
Cole AB Abilene TX, LLC
 
Delaware
Cole AA Webster TX, LLC
 
Delaware
Cole AA Washington Township MI, LLC
 
Delaware
Cole AA Vermilion OH, LLC
 
Delaware
Cole AA Twinsburg OH, LLC
 
Delaware
Cole AA Sylvania OH, LLC
 
Delaware
Cole AA Spring TX, LLC
 
Delaware
Cole AA South Lyon MI, LLC
 
Delaware
Cole AA Sapulpa OK, LLC
 
Delaware
Cole AA Salem OH, LLC
 
Delaware
Cole AA Romulus MI, LLC
 
Delaware
Cole AA Rock Hill SC, LLC
 
Delaware
Cole AA Richmond IN, LLC
 
Delaware
Cole AA Monroe MI, LLC
 
Delaware
Cole AA Mishawaka IN, LLC
 
Delaware
Cole AA Milwaukee WI, LLC
 
Delaware
Cole AA Massillon OH, LLC
 
Delaware
Cole AA Lubbock TX, LLC
 
Delaware
Cole AA Lehigh Acres FL, LLC
 
Delaware
Cole AA Kingwood TX, LLC
 
Delaware
Cole AA Janesville WI, LLC
 
Delaware
Cole AA Huntsville TX, LLC
 
Delaware
Cole AA Humble TX, LLC
 
Delaware
Cole AA Howell MI, LLC
 
Delaware
Cole AA Houston (Wallisville) TX, LLC
 
Delaware
Cole AA Houston (Imperial) TX, LLC
 
Delaware
Cole AA Houston (Aldine) TX, LLC
 
Delaware
Cole AA Holland OH, LLC
 
Delaware
Cole AA Hillview KY, LLC
 
Delaware
Cole AA Grand Rapids MI, LLC
 
Delaware
Cole AA Georgetown KY, LLC
 
Delaware
Cole AA Franklin IN, LLC
 
Delaware
Cole AA Frankfort KY, LLC
 
Delaware
Cole AA Florence KY, LLC
 
Delaware
Cole AA Delaware OH, LLC
 
Delaware
Cole AA Deer Park TX, LLC
 
Delaware
Cole AA Dayton OH, LLC
 
Delaware
Cole AA Crestwood KY, LLC
 
Delaware
Cole AA Charlotte (Albemarle) NC, LLC
 
Delaware
Cole AA Canton OH, LLC
 
Delaware

23

Entity Name
 
Jurisdiction of Formation/ Incorporation
Cole AA Candler NC, LLC
 
Delaware
Cole AA Brownstown MI, LLC
 
Delaware
Cole AA Bonita Springs FL, LLC
 
Delaware
Cole AA Bethel OH, LLC
 
Delaware
Cole AA Bedford IN, LLC
 
Delaware
Cole AA Appleton WI, LLC
 
Delaware
CNL Net Lease Funding 2003, LLC
 
Delaware
CNL Net Lease Funding 2001, LP
 
Delaware
CNL Funding 2000-A, LP
 
Delaware
CLF Yolo County Business Trust
 
Virgina
CLF Westbrook Malvern Business Trust
 
Virgina
CLF WAG Rosemead LLC
 
Delaware
CLF VA Ponce LLC
 
Delaware
CLF TW MILWAUKEE LLC
 
Delaware
CLF Tollway Plano LP
 
Delaware
CLF Tollway Plano GP LLC
 
Delaware
CLF Sylvan Way LLC
 
Delaware
CLF SSA Austin LP
 
Delaware
CLF SSA Austin GP LLC
 
Delaware
CLF South Monaco Denver LLC
 
Delaware
CLF Simi Valley Business Trust
 
Virgina
CLF Sierra LLC
 
Delaware
CLF Sawdust Member, LLC
 
Delaware
CLF Ridley Park Business Trust
 
Virgina
CLF Red Lion Road Philadelphia Business Trust
 
Virgina
CLF Real Estate LLC
 
Delaware
CLF Rapp Irving LP
 
Delaware
CLF Rapp Irving GP LLC
 
Delaware
CLF Pulco Two LLC
 
Delaware
CLF Pulco One LLC
 
Delaware
CLF Parsippany LLC
 
Delaware
CLF PARK TEN HOUSTON LLC
 
Delaware
CLF OP General Partner LLC
 
Delaware
CLF Noria Road Lawrence LLC
 
Delaware
CLF New Falls Business Trust
 
Virgina
CLF Mercer Island LLC
 
Delaware
CLF McCullough Drive Charlotte LLC
 
Delaware
CLF Lathrop Business Trust
 
Virgina
CLF Landmark Omaha LLC
 
Delaware
CLF Lakeside Richardson LLC
 
Delaware
CLF JCI Florida LLC
 
Delaware
CLF Holding Company, LLC
 
Delaware
CLF Herndon LLC
 
Delaware
CLF Greenway Drive Lawrence LLC
 
Delaware

24

Entity Name
 
Jurisdiction of Formation/ Incorporation
CLF Grassmere Nashville LLC
 
Delaware
CLF Fresno Business Trust
 
Virgina
CLF Fort Worth LP
 
Delaware
CLF Fort Worth GP LLC
 
Delaware
CLF Fort Wayne LLC
 
Delaware
CLF FBI Birmingham LLC
 
Delaware
CLF FBI Albany LLC
 
Delaware
CLF Farinon San Antinio LLC
 
Delaware
CLF EPA Member LLC
 
Delaware
CLF EPA Kansas City LLC
 
Delaware
CLF Elysian Fields LLC
 
Delaware
CLF Electric Road Roanoke LLC
 
Delaware
CLF DEA Birmingham LLC
 
Delaware
CLF Cooper Franklin LLC
 
Delaware
CLF Columbia LLC
 
Delaware
CLF Cheyenne Tulsa, LLC
 
Delaware
CLF Cheyenne Tulsa Member, LLC
 
Delaware
CLF Cane Run Member, LLC
 
Delaware
CLF Cane Run Louisville, LLC
 
Delaware
CLF Breinigsville Holding Company LLC
 
Delaware
CLF Breinigsville Business Trust
 
Virgina
CLF Bobs Randolph LLC
 
Delaware
CLF Ashland LLC
 
Delaware
CLF Arlington LP
 
Delaware
CLF Arlington GP LLC
 
Delaware
CLF Ann Arbor LLC
 
Delaware
CLF 6116 GP LLC
 
Delaware
CLF 555 N. Daniels Way LLC
 
Delaware
CLF 10777 Clay Road LLC
 
Delaware
CLF 1000 Milwaukee Avenue LLC
 
Delaware
Chandler Village Center, LLC
 
Arizona
Chandler Gateway SPE LLC
 
Delaware
Chandler Gateway Partners, LLC
 
Arizona
Chandler Festival SPE LLC
 
Delaware
Caplease Statutory Trust I
 
Delaware
Caplease Services Corp.
 
Delaware
CapLease Protective Trust
 
Virgina
Caplease Investment Management, LLC
 
Delaware
Caplease Debt Funding, LP
 
Delaware
Caplease Credit LLC
 
Delaware
CapLease 2007-STL LLC
 
Delaware
Capital Property Associates Limited Partnership
 
Maryland
Capital Lease Funding Securitization LP
 
Delaware
CA Portsmouth Investment Trust
 
Delaware

25

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARCP WY Kinston NC, LLC
 
Delaware
ARCP WGMRBSC001, LLC
 
Delaware
ARCP WGEPTMI001, LLC
 
Delaware
ARCP WELET1401, LLC
 
Delaware
ARCP TSRGCTX01, LLC
 
Delaware
ARCP TSMLBMA001, LLC
 
Delaware
ARCP TS Silver City NM, LLC
 
Delaware
ARCP TS Farmington NM, LLC
 
Delaware
ARCP TKGVLSC01, LLC
 
Delaware
ARCP Springing Member, LLC
 
Delaware
ARCP SN Mabelvale AR, LLC
 
Delaware
ARCP SB Memphis TN, LLC
 
Delaware
ARCP RL/OG/BB/SB Pittsburgh PA, LLC
 
Delaware
ARCP RL/OG Winnipeg MB, LLC
 
Delaware
ARCP RL/OG Silverdale WA, LLC
 
Delaware
ARCP RL/OG Salisbury MD, LLC
 
Delaware
ARCP RL/OG Port Charlotte FL, LLC
 
Delaware
ARCP RL/OG Oklahoma City OK, LLC
 
Delaware
ARCP RL/OG Morgantown WV, LLC
 
Delaware
ARCP RL/OG Manassas VA, LLC
 
Delaware
ARCP RL/OG Leesburg FL, LLC
 
Delaware
ARCP RL/OG Langhorne PA, LLC
 
Delaware
ARCP RL/OG Houston TX, LLC
 
Delaware
ARCP RL/OG Flagstaff AZ, LLC
 
Delaware
ARCP RL/OG Edmonton (Gateway Blvd NW) AB, LLC
 
Delaware
ARCP RL/OG Edmonton (171st Street) AB, LLC
 
Delaware
ARCP RL/OG Chesapeake VA, LLC
 
Delaware
ARCP RL/OG Cary NC, LLC
 
Delaware
ARCP RL/OG Altamonte Springs FL, LLC
 
Delaware
ARCP RL/OB/BB/SB Pittsburgh PA, LLC
 
Delaware
ARCP RL/BB Memphis TN, LLC
 
Delaware
ARCP RL Portfolio X, LLC
 
Delaware
ARCP RL Portfolio VIII, LLC
 
Delaware
ARCP RL Portfolio VII, LLC
 
Delaware
ARCP RL Portfolio VI, LLC
 
Delaware
ARCP RL Portfolio V, LLC
 
Delaware
ARCP RL Portfolio IX, LLC
 
Delaware
ARCP RL Portfolio IV, LLC
 
Delaware
ARCP RL Portfolio III, LLC
 
Delaware
ARCP RL Portfolio II, LLC
 
Delaware
ARCP RL Portfolio I, LLC
 
Delaware
ARCP RA West Branch MI, LLC
 
Delaware
ARCP RA Bay City MI, LLC
 
Delaware
ARCP QS Fredericksburg VA, LLC
 
Delaware

26

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARCP OFC Vista CA, LP
 
Delaware
ARCP OFC Sterling VA, LLC
 
Delaware
ARCP OFC Schaumburg IL, LLC
 
Delaware
ARCP OFC Mesa Portfolio, LLC
 
Delaware
ARCP OFC Malvern PA, LLC
 
Delaware
ARCP OFC Irving TX, LLC
 
Delaware
ARCP OFC Foxboro MA, LLC
 
Delaware
ARCP OFC El Segundo CA, LP
 
Delaware
ARCP OFC Dublin OH, LLC
 
Delaware
ARCP OFC Covington KY, LLC
 
Delaware
ARCP OFC Colorado Springs CO, LLC
 
Delaware
ARCP OFC Annandale NJ, LLC
 
Delaware
ARCP OFC Amherst NY, LLC
 
Delaware
ARCP MF Painesville Township OH, LLC
 
Delaware
ARCP MF Goldsboro NC, LLC
 
Delaware
ARCP MF Flint MI, LLC
 
Delaware
ARCP MF Flint (Miller) MI, LLC
 
Delaware
ARCP MD Sherman TX, LLC
 
Delaware
ARCP MBDLSTX01, LLC
 
Delaware
ARCP LS Willoughby OH, LLC
 
Delaware
ARCP LS Westlake OH, LLC
 
Delaware
ARCP LS Stow OH, LLS
 
Delaware
ARCP LS Stow OH, LLC
 
Delaware
ARCP LS South Euclid OH, LLC
 
Delaware
ARCP LS Solon OH, LLC
 
Delaware
ARCP LS Seven Hills OH, LLC
 
Delaware
ARCP LS Parma (Brookpark) OH, LLC
 
Delaware
ARCP LS Parma (Broadview) OH, LLC
 
Delaware
ARCP LS Painesville OH, LLC
 
Delaware
ARCP LS Medina OH, LLC
 
Delaware
ARCP LS Mayfield Heights OH, LLC
 
Delaware
ARCP LS Lakewood OH, LLC
 
Delaware
ARCP LS Fairview Park OH, LLC
 
Delaware
ARCP LS Cleveland OH, LLC
 
Delaware
ARCP LS Bedford Heights OH, LLC
 
Delaware
ARCP LS Barberton OH, LLC
 
Delaware
ARCP LS Akron OH, LLC
 
Delaware
ARCP LS Akron (West Market) OH, LLC
 
Delaware
ARCP LS Akron (East Waterloo) OH, LLC
 
Delaware
ARCP LL Saginaw MI, LLC
 
Delaware
ARCP KG Muskogee OK, LLC
 
Delaware
ARCP KC Davenport IA, LLC
 
Delaware
ARCP JL Houston TX, LLC
 
Delaware
ARCP JDDPTIA01, LLC
 
Delaware

27

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARCP ID North Little Rock AR, LLC
 
Delaware
ARCP ID Mohnton PA, LLC
 
Delaware
ARCP ID Mesa Portfolio, LLC
 
Delaware
ARCP ID Knoxville TN, LLC
 
Delaware
ARCP ID Cleveland OH, LLC
 
Delaware
ARCP HDMORAR001, LLC
 
Delaware
ARCP GSWARPA001, LLC
 
Delaware
ARCP GSPLTNY01, LLC
 
Delaware
ARCP GSFRENY001, LLC
 
Delaware
ARCP GP OFC Vista CA, LLC
 
Delaware
ARCP GP OFC El Segundo CA, LLC
 
Delaware
ARCP GE Winfield KS, LLC
 
Delaware
ARCP GC Nicholasville KY, LLC
 
Delaware
ARCP FEMGYNY01, LLC
 
Delaware
ARCP FE Tulsa OK, LLC
 
Delaware
ARCP FE Tempe AZ, LLC
 
Delaware
ARCP FE Menomonee Falls WI, LLC
 
Delaware
ARCP FE Marcy NY, LLC
 
Delaware
ARCP FE Columbia MO, LLC
 
Delaware
ARCP FE Cherry Valley IL, LLC
 
Delaware
ARCP FE Bel Aire KS, LLC
 
Delaware
ARCP FDCCC1405, LLC
 
Delaware
ARCP FDCCC1404, LLC
 
Delaware
ARCP FDCCC1403, LLC
 
Delaware
ARCP FDCCC1402, LLC
 
Delaware
ARCP FD Troy NC, LLC
 
District of Columbia
ARCP FD Portfolio IX, LLC
 
Delaware
ARCP FD Newberry SC, LLC
 
Delaware
ARCP FD Lovington NM, LLC
 
Delaware
ARCP FD Broad Top PA, LLC
 
Delaware
ARCP FD Blackhawk SD, LLC
 
Delaware
ARCP FD Balch Springs TX, LLC
 
Delaware
ARCP FD Anaconda MT, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio VII, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio VI, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio V, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio IV, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio III, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio II, LLC
 
Delaware
ARCP FD 2014 SLB Portfolio I, LLC
 
Delaware
ARCP Equity Fund Advisors, LLC
 
Delaware
ARCP DV New Orleans LA, LLC
 
Delaware
ARCP DT Chiefland FL, LLC
 
Delaware
ARCP DGWSGMO01, LLC
 
Delaware

28

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARCP DGWNAMO01, LLC
 
Delaware
ARCP DGWATPA01, LLC
 
Delaware
ARCP DGSYKPA01, LLC
 
Delaware
ARCP DGSTLMO001, LLC
 
Delaware
ARCP DGSNTMO01, LLC
 
Delaware
ARCP DGSNCMO01, LLC
 
Delaware
ARCP DGSJSMO01, LLC
 
Delaware
ARCP DGSFDMO001, LLC
 
Delaware
ARCP DGQLNMO001, LLC
 
Delaware
ARCP DGPMRMO001, LLC
 
Delaware
ARCP DGPLSPA01, LLC
 
Delaware
ARCP DGPCYFL01, LLC
 
Delaware
ARCP DGOGVMO01, LLC
 
Delaware
ARCP DGNWTOK01, LLC
 
Delaware
ARCP DGLSNMO001, LLC
 
Delaware
ARCP DGLBNMO001, LLC
 
Delaware
ARCP DGJNBIL001, LLC
 
Delaware
ARCP DGHVLMO01, LLC
 
Delaware
ARCP DGHLVMO001, LLC
 
Delaware
ARCP DGGRFAR001, LLC
 
Delaware
ARCP DGGFDMO01, LLC
 
Delaware
ARCP DGFPNAR01, LLC
 
Delaware
ARCP DGESNMO001, LLC
 
Delaware
ARCP DGDMDMO001, LLC
 
Delaware
ARCP DGCVRMO01, LLC
 
Delaware
ARCP DGCVLMO001, LLC
 
Delaware
ARCP DGCTNMO001, LLC
 
Delaware
ARCP DGCRLAR001, LLC
 
Delaware
ARCP DGCNYKS01, LLC
 
Delaware
ARCP DGCMROK001, LLC
 
Delaware
ARCP DGCCDMO01, LLC
 
Delaware
ARCP DGBRNMO001, LLC
 
Delaware
ARCP DGBLVAR001, LLC
 
Delaware
ARCP DGBLFMO001, LLC
 
Delaware
ARCP DGASGMO001, LLC
 
Delaware
ARCP DGASDMO001, LLC
 
Delaware
ARCP DGAPCMO001, LLC
 
Delaware
ARCP DGAFTAR01, LLC
 
Delaware
ARCP DG Rockford IL, LLC
 
Delaware
ARCP DG Rockford IL LLC
 
Delaware
ARCP DG Park Forest IL, LLC
 
Delaware
ARCP DG Palatka FL, LLC
 
Delaware
ARCP DG Oceana WV, LLC
 
Delaware
ARCP DG Monticello KY, LLC
 
Delaware

29

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARCP DG Minonk IL, LLC
 
Delaware
ARCP DG Galatia IL, LLC
 
Delaware
ARCP DG Cohasset MN, LLC
 
Delaware
ARCP DG Bronson MI, LLC
 
Delaware
ARCP DG Bainbridge IN, LLC
 
Delaware
ARCP DG Albert Lea MN, LLC
 
Delaware
ARCP CV Wichita (Harry) KS, LLC
 
Delaware
ARCP CV Westville IL, LLC
 
Delaware
ARCP CV Waterville NY, LLC
 
Delaware
ARCP CV Tunkhannock PA, LLC
 
Delaware
ARCP CV Tucson AZ, LLC
 
Delaware
ARCP CV Toledo OH, LLC
 
Delaware
ARCP CV Statesboro GA, LLC
 
Delaware
ARCP CV St. Louis MO, LLC
 
Delaware
ARCP CV Slidell (Brownswitch) LA, LLC
 
Delaware
ARCP CV Sikeston MO, LLC
 
Delaware
ARCP CV Selma AL, LLC
 
Delaware
ARCP CV Sanford NC, LLC
 
Delaware
ARCP CV Sandy UT, LLC
 
Delaware
ARCP CV San Antonio (Marbach) TX, LLC
 
Delaware
ARCP CV Roy UT, LLC
 
Delaware
ARCP CV Rowlett TX, LLC
 
Delaware
ARCP CV Rolla MO, LLC
 
Delaware
ARCP CV Portsmouth (High) VA, LLC
 
Delaware
ARCP CV Port Aransas TX, LLC
 
Delaware
ARCP CV Pflugerville TX, LLC
 
Delaware
ARCP CV Peoria AZ, LLC
 
Delaware
ARCP CV Oroville CA, LLC
 
Delaware
ARCP CV Oro Valley AZ, LLC
 
Delaware
ARCP CV Oklahoma City (Pennsylvania) OK, LLC
 
Delaware
ARCP CV O'Fallon MO, LLC
 
Delaware
ARCP CV Norfolk NE, LLC
 
Delaware
ARCP CV Muskogee OK, LLC
 
Delaware
ARCP CV Morgantown WV, LLC
 
Delaware
ARCP CV Metairie (David) LA, LLC
 
Delaware
ARCP CV Menifee CA, LLC
 
Delaware
ARCP CV Mendota IL, LLC
 
Delaware
ARCP CV Manchester GA, LLC
 
Delaware
ARCP CV Macon GA, LLC
 
Delaware
ARCP CV Liberty SC, LLC
 
Delaware
ARCP CV Lewes DE, LLC
 
Delaware
ARCP CV Lawrence MA, LLC
 
Delaware
ARCP CV Knoxville (Kingston) TN, LLC
 
Delaware
ARCP CV Junction City KS, LLC
 
Delaware

30

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARCP CV Ironton OH, LLC
 
Delaware
ARCP CV Hattiesburg MS, LLC
 
Delaware
ARCP CV Hannibal MO, LLC
 
Delaware
ARCP CV Greeneville TN, LLC
 
Delaware
ARCP CV Green OH, LLC
 
Delaware
ARCP CV Gloversville NY, LLC
 
Delaware
ARCP CV Fullerton CA, LLC
 
Delaware
ARCP CV Fort Wayne IN, LLC
 
Delaware
ARCP CV Erwin NC, LLC
 
Delaware
ARCP CV Enterprise AL, LLC
 
Delaware
ARCP CV Enid OK, LLC
 
Delaware
ARCP CV Emporia KS, LLC
 
Delaware
ARCP CV Elizabethtown KY, LLC
 
Delaware
ARCP CV Durant OK, LLC
 
Delaware
ARCP CV Duncan OK, LLC
 
Delaware
ARCP CV Donna TX, LLC
 
Delaware
ARCP CV Des Moines IA, LLC
 
Delaware
ARCP CV Corpus Christi (Padre Island) TX, LLC
 
Delaware
ARCP CV Claremore OK, LLC
 
Delaware
ARCP CV Celina TX, LLC
 
Delaware
ARCP CV Cary IL, LLC
 
Delaware
ARCP CV Cape Girardeau MO, LLC
 
Delaware
ARCP CV Canyon Lake TX, LLC
 
Delaware
ARCP CV Brookville IN, LLC
 
Delaware
ARCP CV Branson MO, LLC
 
Delaware
ARCP CV Bowling Green OH, LLC
 
Delaware
ARCP CV Bossier City LA, LLC
 
Delaware
ARCP CV Berlin VT, LLC
 
Delaware
ARCP CV Baton Rouge LA, LLC
 
Delaware
ARCP CV Anna TX, LLC
 
Delaware
ARCP CO Tioga ND, LLC
 
Delaware
ARCP CK Thomson GA, LLC
 
Delaware
ARCP CK Martinez GA, LLC
 
Delaware
ARCP Canadian Withholding Agent ULC
 
Nova Scotia, Canada
ARCP BE Lakeland FL, LLC
 
Delaware
ARCP AP St. Charles MO, LLC
 
Delaware
ARCP AF Jeffersontown KY, LLC
 
Delaware
ARCP AAYLNMI001, LLC
 
Delaware
ARCP AASSMMI001, LLC
 
Delaware
ARCP AALVNMI001, LLC
 
Delaware
ARCP AAFNTMI001, LLC
 
Delaware
ARCP AACROMI001, LLC
 
Delaware
ARCP AACLTMI001, LLC
 
Delaware
ARCP AA Tecumseh MI, LLC
 
Delaware

31

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARCP AA Brooklyn CT, LLC
 
Delaware
ARCM TRS Corp.
 
Delaware
ARCenters Operating Partnership, L.P.
 
Delaware
ARC3 WGWTKAL01, LLC
 
Delaware
ARC3 WGSTVMI001, LLC
 
Delaware
ARC3 WGSTNNY001, LLC
 
Delaware
ARC3 WGSPTLA01, LLC
 
Delaware
ARC3 WGMPWNJ001, LLC
 
Delaware
ARC3 WGGWDMS01, LLC
 
Delaware
ARC3 WGFFTKY01, LLC
 
Delaware
ARC3 WGCLACA001, LLC
 
Delaware
ARC3 WGBYNOH01, LLC
 
Delaware
ARC3 WGASNSC01, LLC
 
Delaware
ARC3 TSATNNJ001, LLC
 
Delaware
ARC3 GSSTUFL001, LLC
 
Delaware
ARC3 GSGRAID01, LLC
 
Delaware
ARC3 GSCRGCO001, LLC
 
Delaware
ARC3 GSCOCFL001, LLC
 
Delaware
ARC3 FETULOK001, LLC
 
Delaware
ARC3 FEQNCIL01, LLC
 
Delaware
ARC3 FEPBGWV001, LLC
 
Delaware
ARC3 FEORTNY001, LLC
 
Delaware
ARC3 FEKKMIN01, LLC
 
Delaware
ARC3 FEGNVNC001, LLC
 
Delaware
ARC3 FEEWCWA001, LLC
 
Delaware
ARC3 FECMCCO01, LLC
 
Delaware
ARC3 FEBVLTN001, LLC
 
Delaware
ARC3 FEBMTNH001, LLC
 
Delaware
ARC3 FDSTWOK001, LLC
 
Delaware
ARC3 FDRLAND001, LLC
 
Delaware
ARC3 FDNTNND001, LLC
 
Delaware
ARC3 FDMTNSD001, LLC
 
Delaware
ARC3 FDMADNE001, LLC
 
Delaware
ARC3 FDKNSTX01, LLC
 
Delaware
ARC3 FDHLKMS01, LLC
 
Delaware
ARC3 FDGPTMS01, LLC
 
Delaware
ARC3 FDFTYND001, LLC
 
Delaware
ARC3 FDFLATX001, LLC
 
Delaware
ARC3 FDCRRMS01, LLC
 
Delaware
ARC3 FDBLXMS01, LLC
 
Delaware
ARC3 ESBKYMO001, LLC
 
Delaware
ARC3 DGWMRLA001, LLC
 
Delaware
ARC3 DGWGVMS001, LLC
 
Delaware
ARC3 DGVNAMO01, LLC
 
Delaware

32

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC3 DGVASNC01, LLC
 
Delaware
ARC3 DGTRTAL001, LLC
 
Delaware
ARC3 DGTRTAL001, LLC
 
Delaware
ARC3 DGTLSAL001, LLC
 
Delaware
ARC3 DGSNSWI001, LLC
 
Delaware
ARC3 DGSKNMO01, LLC
 
Delaware
ARC3 DGSCRMO001, LLC
 
Delaware
ARC3 DGSBRMO001, LLC
 
Delaware
ARC3 DGRWDLA01, LLC
 
Delaware
ARC3 DGRMATX001, LLC
 
Delaware
ARC3 DGRGCTX001, LLC
 
Delaware
ARC3 DGRDLAL001, LLC
 
Delaware
ARC3 DGPYNOH001, LLC
 
Delaware
ARC3 DGPTTTX001, LLC
 
Delaware
ARC3 DGPTCTN001, LLC
 
Delaware
ARC3 DGPLCOH001, LLC
 
Delaware
ARC3 DGPGSTX001, LLC
 
Delaware
ARC3 DGOZKMO01, LLC
 
Delaware
ARC3 DGORNMO01, LLC
 
Delaware
ARC3 DGOIBNC01, LLC
 
Delaware
ARC3 DGNMSOH001, LLC
 
Delaware
ARC3 DGNHNMO01, LLC
 
Delaware
ARC3 DGNCZMS001, LLC
 
Delaware
ARC3 DGMVLMO001, LLC
 
Delaware
ARC3 DGMTLMO01, LLC
 
Delaware
ARC3 DGMNVIN001, LLC
 
Delaware
ARC3 DGMNGWI001, LLC
 
Delaware
ARC3 DGMLOFL001, LLC
 
Delaware
ARC3 DGMLNWI001, LLC
 
Delaware
ARC3 DGMHNLA01, LLC
 
Delaware
ARC3 DGMGMLA01, LLC
 
Delaware
ARC3 DGLMLIA01, LLC
 
Delaware
ARC3 DGLKGMO001, LLC
 
Delaware
ARC3 DGLKCLA001, LLC
 
Delaware
ARC3 DGLFDTX001, LLC
 
Delaware
ARC3 DGKGCMO001, LLC
 
Delaware
ARC3 DGHWLVA01, LLC
 
Delaware
ARC3 DGHTNIA01, LLC
 
Delaware
ARC3 DGHSGVA01, LLC
 
Delaware
ARC3 DGGVLTX001, LLC
 
Delaware
ARC3 DGGVLMS001, LLC
 
Delaware
ARC3 DGGFDOH001, LLC
 
Delaware
ARC3 DGGDRLA01, LLC
 
Delaware
ARC3 DGGDRFL001, LLC
 
Delaware

33

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC3 DGFYTNC01, LLC
 
Delaware
ARC3 DGFSTOH001, LLC
 
Delaware
ARC3 DGEDWMS001, LLC
 
Delaware
ARC3 DGDVLVA01, LLC
 
Delaware
ARC3 DGCWYMO001, LLC
 
Delaware
ARC3 DGCTNMI01, LLC
 
Delaware
ARC3 DGCMOTX001, LLC
 
Delaware
ARC3 DGCFDVA01, LLC
 
Delaware
ARC3 DGCDTLA01, LLC
 
Delaware
ARC3 DGCADMI01, LLC
 
Delaware
ARC3 DGBKLMO01, LLC
 
Delaware
ARC3 DGAVSMO001, LLC
 
Delaware
ARC3 DGAMTIL01, LLC
 
Delaware
ARC3 DGADYTX01, LLC
 
Delaware
ARC3 DGABTTX01, LLC
 
Delaware
ARC3 AAHUSTX002, LLC
 
Delaware
ARC3 AAHUSTX001, LLC
 
Delaware
ARC WSOLBMS001, LLC
 
Delaware
ARC WSOLBMS001 Holder, LLC
 
Delaware
ARC WMDVLVA001, LLC
 
Delaware
ARC WGWRNMI001, LLC
 
Delaware
ARC WGTRYMI001, LLC
 
Delaware
ARC WGTLQOK001, LLC
 
Delaware
ARC WGPORAZ001, LLC
 
Delaware
ARC WGPHXAZ001, LLC
 
Delaware
ARC WGOTEKS001, LLC
 
Delaware
ARC WGORLFL001, LLC
 
Delaware
ARC WGNCNSC001, LLC
 
Delaware
ARC WGMEMTN001, LLC
 
Delaware
ARC WGLVSNV002, LLC
 
Delaware
ARC WGLVSNV001, LLC
 
Delaware
ARC WGLVNMI001, LLC
 
Delaware
ARC WGLPSPR001, LLC
 
Delaware
ARC WGLNPMI001, LLC
 
Delaware
ARC WGJKNMS001, LLC
 
Delaware
ARC WGGVLSC001, LLC
 
Delaware
ARC WGETNOH001, LLC
 
Delaware
ARC WGESYSC001, LLC
 
Delaware
ARC WGDNVCO001, LLC
 
Delaware
ARC WGDBNMI001, LLC
 
Delaware
ARC WGCTPMI001, LLC
 
Delaware
ARC WGCSRCO001, LLC
 
Delaware
ARC WGCLBMS001, LLC
 
Delaware
ARC WGCGOIL002, LLC
 
Delaware

34

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC WGCGOIL001, LLC
 
Delaware
ARC WGCDVTN001, LLC
 
Delaware
ARC WGBTMMD001, LLC
 
Delaware
ARC WGBPTWV002, LLC
 
Delaware
ARC WGBPTWV001, LLC
 
Delaware
ARC WGANDIN001, LLC
 
Delaware
ARC WGAKNOH001, LLC
 
Delaware
ARC WGACWGA002, LLC
 
Delaware
ARC WGABOPR001, LLC
 
Delaware
ARC WDJKVFL001, LLC
 
Delaware
ARC VSEPKIL001, LLC
 
Delaware
ARC TSPYMNH001, LLC
 
Delaware
ARC TSPSWNH001, LLC
 
Delaware
ARC TSOCTAL001, LLC
 
Delaware
ARC TSNGNMI001, LLC
 
Delaware
ARC TSMMSFL001, LLC
 
Delaware
ARC TSLBSCA001, LLC
 
Delaware
ARC TSGRYLA001, LLC
 
Delaware
ARC TRSEAWA001, LLC
 
Delaware
ARC TPDULGA001, LLC
 
Delaware
ARC TKDBNOH001, LLC
 
Delaware
ARC TDFMTME001, LLC
 
Delaware
ARC TBLVLMA001, LLC
 
Delaware
ARC TBHGHMA001, LLC
 
Delaware
ARC STORROH003, LLC
 
Delaware
ARC STORROH002, LLC
 
Delaware
ARC STORROH001, LLC
 
Delaware
ARC SSPMTMA001, LLC
 
Delaware
ARC SESSAFL001, LLC
 
Delaware
ARC SEHPNVA002, LLC
 
Delaware
ARC SEHPNVA001, LLC
 
Delaware
ARC SEGCTVA001, LLC
 
Delaware
ARC SCRHOTX001, LLC
 
Delaware
ARC SCPHRTX001, LLC
 
Delaware
ARC SCLAFTX001, LLC
 
Delaware
ARC SCADWTX001, LLC
 
Delaware
ARC SBZBNNC001, LLC
 
Delaware
ARC SBYKLNC001, LLC
 
Delaware
ARC SBWPBFL001, LLC
 
Delaware
ARC SBWDFMD001, LLC
 
Delaware
ARC SBTVRSC001, LLC
 
Delaware
ARC SBTPAFL001, LLC
 
Delaware
ARC SBTLEFL001, LLC
 
Delaware
ARC SBSSIGA001, LLC
 
Delaware

35

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC SBSDAFL001, LLC
 
Delaware
ARC SBRWLGA001, LLC
 
Delaware
ARC SBRMTVA001, LLC
 
Delaware
ARC SBRMDVA001, LLC
 
Delaware
ARC SBRLHNC001, LLC
 
Delaware
ARC SBRCMVA001, LLC
 
Delaware
ARC SBPOGFL002, LLC
 
Delaware
ARC SBPOGFL001, LLC
 
Delaware
ARC SBPHRFL001, LLC
 
Delaware
ARC SBPCYFL001, LLC
 
Delaware
ARC SBPCAFL001, LLC
 
Delaware
ARC SBPBGVA001, LLC
 
Delaware
ARC SBOKONC001, LLC
 
Delaware
ARC SBODOFL001, LLC
 
Delaware
ARC SBNVLTN003, LLC
 
Delaware
ARC SBNVLTN002, LLC
 
Delaware
ARC SBNVLTN001, LLC
 
Delaware
ARC SBNPTFL001, LLC
 
Delaware
ARC SBNFKVA001, LLC
 
Delaware
ARC SBMVLNC001, LLC
 
Delaware
ARC SBMTSNC001, LLC
 
Delaware
ARC SBMNRNC001, LLC
 
Delaware
ARC SBMMIFL001, LLC
 
Delaware
ARC SBMDNTN001, LLC
 
Delaware
ARC SBMBEFL001, LLC
 
Delaware
ARC SBLWSFL001, LLC
 
Delaware
ARC SBLKDFL001, LLC
 
Delaware
ARC SBLGNTN001, LLC
 
Delaware
ARC SBLGNNC001, LLC
 
Delaware
ARC SBLBGVA001, LLC
 
Delaware
ARC SBKMEFL001, LLC
 
Delaware
ARC SBJSPGA001, LLC
 
Delaware
ARC SBHDNFL001, LLC
 
Delaware
ARC SBGBONC001, LLC
 
Delaware
ARC SBFDKMD001, LLC
 
Delaware
ARC SBELCMD001, LLC
 
Delaware
ARC SBDWYGA001, LLC
 
Delaware
ARC SBDTNFL001, LLC
 
Delaware
ARC SBDNNFL001, LLC
 
Delaware
ARC SBDLNFL001, LLC
 
Delaware
ARC SBDHMNC001, LLC
 
Delaware
ARC SBCTNVA001, LLC
 
Delaware
ARC SBCTATN001, LLC
 
Delaware
ARC SBCSPFL001, LLC
 
Delaware

36

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC SBCCDNC001, LLC
 
Delaware
ARC SBCBONC001, LLC
 
Delaware
ARC SBBTNSC001, LLC
 
Delaware
ARC SBBTNNC001, LLC
 
Delaware
ARC SBBLTNC001, LLC
 
Delaware
ARC SBBDNGA001, LLC
 
Delaware
ARC SBATLGA003, LLC
 
Delaware
ARC SBATLGA002, LLC
 
Delaware
ARC SBAPSMD001, LLC
 
Delaware
ARC SBANDSC001, LLC
 
Delaware
ARC RRINSIN001, LLC
 
Delaware
ARC RMWFDKS002, LLC
 
Delaware
ARC RMWFDKS001, LLC
 
Delaware
ARC RMBLGOH001, LLC
 
Delaware
ARC RMAKNOH001, LLC
 
Delaware
ARC RBCSRNJ001, LLC
 
Delaware
ARC RAWILNC001, LLC
 
Delaware
ARC RASVLKY001, LLC
 
Delaware
ARC RASFDKY001, LLC
 
Delaware
ARC RAPRSKY001, LLC
 
Delaware
ARC RAMAROH001, LLC
 
Delaware
ARC RALXNKY001, LLC
 
Delaware
ARC RALVLOH001, LLC
 
Delaware
ARC RALNGKY001, LLC
 
Delaware
ARC RALMAOH001, LLC
 
Delaware
ARC RAJFVIN001, LLC
 
Delaware
ARC RAHTNWV001, LLC
 
Delaware
ARC RABRTMI001, LLC
 
Delaware
ARC RAADMMA001, LLC
 
Delaware
ARC QBGBCMI001, LLC
 
Delaware
ARC QBFNTMI001, LLC
 
Delaware
ARC PSTVLNC001, LLC
 
Delaware
ARC PSMTSNC001, LLC
 
Delaware
ARC PSMGYAL001, LLC
 
Delaware
ARC PSLTNNC001, LLC
 
Delaware
ARC PSFMLSC001, LLC
 
Delaware
ARC PSCNRNC001, LLC
 
Delaware
ARC PSCLTNC004, LLC
 
Delaware
ARC PSCLTNC003, LLC
 
Delaware
ARC PSCLTNC002, LLC
 
Delaware
ARC PSCLTNC001, LLC
 
Delaware
ARC PSCLSNC001, LLC
 
Delaware
ARC PRRCRNY001, LLC
 
Delaware
ARC PFCNLGA001, LLC
 
Delaware

37

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC ORONAAL001, LLC
 
Delaware
ARC ORLMIWY001, LLC
 
Delaware
ARC NTSTLMO001, LLC
 
Delaware
ARC NTMRWGA001, LLC
 
Delaware
ARC MMWKAWI001, LLC
 
Delaware
ARC MMLSNME001, LLC
 
Delaware
ARC MFWSNNC001, LLC
 
Delaware
ARC MFWMTNC001, LLC
 
Delaware
ARC MFWKAIN001, LLC
 
Delaware
ARC MFTSEFL001, LLC
 
Delaware
ARC MFSPNWA002, LLC
 
Delaware
ARC MFSPNWA001, LLC
 
Delaware
ARC MFRLHNC001, LLC
 
Delaware
ARC MFRKHSC001, LLC
 
Delaware
ARC MFRGRAR001, LLC
 
Delaware
ARC MFNDLTX001, LLC
 
Delaware
ARC MFLFTLA001, LLC
 
Delaware
ARC MFKXVTN001, LLC
 
Delaware
ARC MFGVLNC001, LLC
 
Delaware
ARC MFFNCSC001, LLC
 
Delaware
ARC MFEVLIN001, LLC
 
Delaware
ARC MFDTNFL001, LLC
 
Delaware
ARC MFDTNAL001, LLC
 
Delaware
ARC MFDPEAL001, LLC
 
Delaware
ARC MFCBSIN001, LLC
 
Delaware
ARC MFBSEID001, LLC
 
Delaware
ARC MFBLGKY001, LLC
 
Delaware
ARC MFBFLUT001, LLC
 
Delaware
ARC LWWDMME001, LLC
 
Delaware
ARC KLVVHAL001, LLC
 
Delaware
ARC KLVLYAL001, LLC
 
Delaware
ARC KLTCLAL001, LLC
 
Delaware
ARC KLSNVGA001, LLC
 
Delaware
ARC KLSAGFL001, LLC
 
Delaware
ARC KLPRLMS001, LLC
 
Delaware
ARC KLPLCFL001, LLC
 
Delaware
ARC KLPHCAL001, LLC
 
Delaware
ARC KLORLFL002, LLC
 
Delaware
ARC KLORLFL001, LLC
 
Delaware
ARC KLMPSTN002, LLC
 
Delaware
ARC KLMPSTN001, LLC
 
Delaware
ARC KLMGYAL003, LLC
 
Delaware
ARC KLMGYAL002, LLC
 
Delaware
ARC KLMGYAL001, LLC
 
Delaware

38

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC KLMFBTN001, LLC
 
Delaware
ARC KLMDGGA001, LLC
 
Delaware
ARC KLMCNGA001, LLC
 
Delaware
ARC KLLWBTN001, LLC
 
Delaware
ARC KLKNXTN001, LLC
 
Delaware
ARC KLJAKMS002, LLC
 
Delaware
ARC KLJAKMS001, LLC
 
Delaware
ARC KLJACFL001, LLC
 
Delaware
ARC KLHVLAL003, LLC
 
Delaware
ARC KLHVLAL002, LLC
 
Delaware
ARC KLHVLAL001, LLC
 
Delaware
ARC KLGFPMS001, LLC
 
Delaware
ARC KLEPTGA001, LLC
 
Delaware
ARC KLCTNTN002, LLC
 
Delaware
ARC KLCTNTN001, LLC
 
Delaware
ARC KLCNTMS001, LLC
 
Delaware
ARC KLCBSGA001, LLC
 
Delaware
ARC KLAUGGA001, LLC
 
Delaware
ARC KLATLGA002 LLC
 
Delaware
ARC KLATLGA001, LLC
 
Delaware
ARC KLABYGA001, LLC
 
Delaware
ARC KHHWLMI001, LLC
 
Delaware
ARC KGWKEIA001, LLC
 
Delaware
ARC KGTGAND001, LLC
 
Delaware
ARC KGSWDAR001, LLC
 
Delaware
ARC KGRGSAR001, LLC
 
Delaware
ARC KGPGDAR001, LLC
 
Delaware
ARC KGOTMIA001, LLC
 
Delaware
ARC KGNEOMO001, LLC
 
Delaware
ARC KGMMTCO001, LLC
 
Delaware
ARC KGMGEOK001, LLC
 
Delaware
ARC KGMCTIA001, LLC
 
Delaware
ARC KGLWLAR001, LLC
 
Delaware
ARC KGJPLMO004, LLC
 
Delaware
ARC KGJPLMO003, LLC
 
Delaware
ARC KGJPLMO002, LLC
 
Delaware
ARC KGJPLMO001, LLC
 
Delaware
ARC KGGLTWY001, LLC
 
Delaware
ARC KGFTNCO001, LLC
 
Delaware
ARC KGCYNWY001, LLC
 
Delaware
ARC KGBTVAR001, LLC
 
Delaware
ARC KFCPTCA001, LLC
 
Delaware
ARC KBSRPNY001, LLC
 
Delaware
ARC IMCLBOH001, LLC
 
Delaware

39

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC HVVMNSD001, LLC
 
Delaware
ARC HRPWOTX001, LP
 
Delaware
ARC HRPWOTX001 GP, LLC
 
Delaware
ARC HRPWARI001, LLC
 
Delaware
ARC HRPSUTX001 LP, L.L.C.
 
Delaware
ARC HRPSUTX001 GP, LLC
 
Delaware
ARC HRPELKY001, LLC
 
Delaware
ARC HRPBPCC001, LLC
 
Delaware
ARC HRPBPAB002, LLC
 
Delaware
ARC HRPBPAB001, LP
 
Illinois
ARC HRPBPAB001, LLC
 
Delaware
ARC HRPBPAB001 LP, LLC
 
Delaware
ARC HRPBPAB001 GP, L.L.C.
 
Delaware
ARC HRPBPAA002, DST
 
Delaware
ARC HRPBPAA001, LLC
 
Delaware
ARC HRPBPAA001 SPE, LLC
 
Delaware
ARC HDCOLSC001, LLC
 
Delaware
ARC HBRHLNC001, LLC
 
Delaware
ARC GSSPRMO001, LLC
 
Delaware
ARC GSSPRAZ001, LLC
 
Delaware
ARC GSMOBAL001, LLC
 
Delaware
ARC GSGLOVA001, LLC
 
Delaware
ARC GSFTWTX001, LLC
 
Delaware
ARC GMGVAIL001, LLC
 
Delaware
ARC GMFTWIN001, LLC
 
Delaware
ARC GEAUBAL001, LLC
 
Delaware
ARC FMWSWNC001, LLC
 
Delaware
ARC FMWGNIL001, LLC
 
Delaware
ARC FMTVLNC001, LLC
 
Delaware
ARC FMSTPNC001, LLC
 
Delaware
ARC FMRSPNC001, LLC
 
Delaware
ARC FMRSBNC001, LLC
 
Delaware
ARC FMPRUIN001, LLC
 
Delaware
ARC FMPBKNC001, LLC
 
Delaware
ARC FMMOBAL001, LLC
 
Delaware
ARC FMLBTNC001, LLC
 
Delaware
ARC FMKMLOH001, LLC
 
Delaware
ARC FMJSNMI001, LLC
 
Delaware
ARC FMFYTNC003, LLC
 
Delaware
ARC FMFYTNC002, LLC
 
Delaware
ARC FMFYTNC001, LLC
 
Delaware
ARC FMFRHAL001, LLC
 
Delaware
ARC FMFMTNC001, LLC
 
Delaware
ARC FMFLYAL001, LLC
 
Delaware

40

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC FMDLSTX001, LLC
 
Delaware
ARC FMDFSFL001, LLC
 
Delaware
ARC FMCNTNC001, LLC
 
Delaware
ARC FMCGOIL001, LLC
 
Delaware
ARC FMCARMI001, LLC
 
Delaware
ARC FMBSRLA001, LLC
 
Delaware
ARC FMARAIL001, LLC
 
Delaware
ARC FMAGRNC001, LLC
 
Delaware
ARC FMABONC001, LLC
 
Delaware
ARC FMABLNC001, LLC
 
Delaware
ARC FEYMAAZ001, LLC
 
Delaware
ARC FEWVRNV001, LLC
 
Delaware
ARC FEWTLIA001, LLC
 
Delaware
ARC FEWCANV001, LLC
 
Delaware
ARC FERVLMN001, LLC
 
Delaware
ARC FERTNWY001, LLC
 
Delaware
ARC FERDCSD001, LLC
 
Delaware
ARC FEPHRMI001, LLC
 
Delaware
ARC FEPDAPA001, LLC
 
Delaware
ARC FEOTWIA001, LLC
 
Delaware
ARC FEOMKWA001, LLC
 
Delaware
ARC FEMTVIL001, LLC
 
Delaware
ARC FEMTPPA001, LLC
 
Delaware
ARC FEMBNFL001, LLC
 
Delaware
ARC FELWLAR001, LLC
 
Delaware
ARC FELDNKY002, LLC
 
Delaware
ARC FELDNKY001, LLC
 
Delaware
ARC FELBNOH001, LLC
 
Delaware
ARC FEKKEIL001, LLC
 
Delaware
ARC FEINDKS001, LLC
 
Delaware
ARC FEHZDKY001, LLC
 
Delaware
ARC FEHBTTN001, LLC
 
Delaware
ARC FEGRDMI001, LLC
 
Delaware
ARC FEEVLIN001, LLC
 
Delaware
ARC FEDMSIA001, LLC
 
Delaware
ARC FECCTOH001, LLC
 
Delaware
ARC FECCOCA001, LLC
 
Delaware
ARC FEBYNTX001, LLC
 
Delaware
ARC FEBTTMT001, LLC
 
Delaware
ARC FEABYGA001, LLC
 
Delaware
ARC FDWNNMS001, LLC
 
Delaware
ARC FDWLSNV001, LLC
 
Delaware
ARC FDWBRWI001, LLC
 
Delaware
ARC FDUVPIL001, LLC
 
Delaware

41

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC FDTTNMI001, LLC
 
Delaware
ARC FDTRPWI001, LLC
 
Delaware
ARC FDTRNWY001, LLC
 
Delaware
ARC FDTLSOK001, LLC
 
Delaware
ARC FDTLDOH001, LLC
 
Delaware
ARC FDTFWLA001, LLC
 
Delaware
ARC FDSVLTX001, LLC
 
Delaware
ARC FDSTLMO004, LLC
 
Delaware
ARC FDSTLMO003, LLC
 
Delaware
ARC FDSTLMO002, LLC
 
Delaware
ARC FDSTLMO001, LLC
 
Delaware
ARC FDSSGNV001, LLC
 
Delaware
ARC FDRVLNE001, LLC
 
Delaware
ARC FDRMSMI001, LLC
 
Delaware
ARC FDRGYCO001, LLC
 
Delaware
ARC FDPLNTX001, LLC
 
Delaware
ARC FDPKIIL001, LLC
 
Delaware
ARC FDOMDFL001, LLC
 
Delaware
ARC FDOLNMS001, LLC
 
Delaware
ARC FDOKWTX001, LLC
 
Delaware
ARC FDOKTTX001, LLC
 
Delaware
ARC FDMVLWI001, LLC
 
Delaware
ARC FDMTVWY001, LLC
 
Delaware
ARC FDMTVIL001, LLC
 
Delaware
ARC FDMTRNM001, LLC
 
Delaware
ARC FDMLBFL001, LLC
 
Delaware
ARC FDMKNWI001, LLC
 
Delaware
ARC FDMBHMO001, LLC
 
Delaware
ARC FDLRLMS001, LLC
 
Delaware
ARC FDLNXGA001, LLC
 
Delaware
ARC FDLLKNV001, LLC
 
Delaware
ARC FDLKVIN001, LLC
 
Delaware
ARC FDLDYTX001, LLC
 
Delaware
ARC FDLBTNC001, LLC
 
Delaware
ARC FDLBDIL001, LLC
 
Delaware
ARC FDKMRWY001, LLC
 
Delaware
ARC FDKLNMS001, LLC
 
Delaware
ARC FDKBYID001, LLC
 
Delaware
ARC FDJSNMI001, LLC
 
Delaware
ARC FDJKVTX001, LLC
 
Delaware
ARC FDJCROH001, LLC
 
Delaware
ARC FDINFMN001, LLC
 
Delaware
ARC FDHWLVA001, LLC
 
Delaware
ARC FDHUSTX001, LLC
 
Delaware

42

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC FDHTNNV001, LLC
 
Delaware
ARC FDHRSTN001, LLC
 
Delaware
ARC FDHFSNY001, LLC
 
Delaware
ARC FDHBGMS001, LLC
 
Delaware
ARC FDGTAVA001, LLC
 
Delaware
ARC FDGRSKY001, LLC
 
Delaware
ARC FDGPTMS002, LLC
 
Delaware
ARC FDGPTMS001, LLC
 
Delaware
ARC FDGBGKS001, LLC
 
Delaware
ARC FDFLTMI001, LLC
 
Delaware
ARC FDETLTX001, LLC
 
Delaware
ARC FDELYMN001, LLC
 
Delaware
ARC FDELKTX001, LLC
 
Delaware
ARC FDDVLMS001, LLC
 
Delaware
ARC FDDRTMI003, LLC
 
Delaware
ARC FDDRTMI002, LLC
 
Delaware
ARC FDDMSIA001, LLC
 
Delaware
ARC FDCWLTX001, LLC
 
Delaware
ARC FDCVLTX001, LLC
 
Delaware
ARC FDCTGNY001, LLC
 
Delaware
ARC FDCSRSD001, LLC
 
Delaware
ARC FDCSPNV001, LLC
 
Delaware
ARC FDCRNNV001, LLC
 
Delaware
ARC FDCMTLA001, LLC
 
Delaware
ARC FDCMONM001, LLC
 
Delaware
ARC FDCLVOH003, LLC
 
Delaware
ARC FDCLVOH001, LLC
 
Delaware
ARC FDCHOTX001, LLC
 
Delaware
ARC FDCDNTX001, LLC
 
Delaware
ARC FDCCSNY001, LLC
 
Delaware
ARC FDCBYMN001, LLC
 
Delaware
ARC FDBYTMI001, LLC
 
Delaware
ARC FDBSFMS001, LLC
 
Delaware
ARC FDBKNIN001, LLC
 
Delaware
ARC FDBCRMI001, LLC
 
Delaware
ARC FDAVGTX001, LLC
 
Delaware
ARC FDATNNY001, LLC
 
Delaware
ARC FDARCLA001, LLC
 
Delaware
ARC FDARCID001, LLC
 
Delaware
ARC FDADNWV001, LLC
 
Delaware
ARC DGZCYLA001, LLC
 
Delaware
ARC DGWUNSC001, LLC
 
Delaware
ARC DGWTHAR001, LLC
 
Delaware
ARC DGWSTAR001, LLC
 
Delaware

43

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC DGWRGOH001, LLC
 
Delaware
ARC DGWLCTX002, LLC
 
Delaware
ARC DGWLCTX001, LLC
 
Delaware
ARC DGWFDMI001, LLC
 
Delaware
ARC DGWCOTX001, LLC
 
Delaware
ARC DGWBGKY001, LLC
 
Delaware
ARC DGVRGMN001, LLC
 
Delaware
ARC DGVCTTX001, LLC
 
Delaware
ARC DGTYNNC001, LLC
 
Delaware
ARC DGTXRTX001, LLC
 
Delaware
ARC DGTRYTX001, LLC
 
Delaware
ARC DGTLRTX001, LLC
 
Delaware
ARC DGTKMAR001, LLC
 
Delaware
ARC DGSWLMS001, LLC
 
Delaware
ARC DGSVNIL001, LLC
 
Delaware
ARC DGSVHMO001, LLC
 
Delaware
ARC DGSTLMO002, LLC
 
Delaware
ARC DGSTLMO001, LLC
 
Delaware
ARC DGSSPOK003, LLC
 
Delaware
ARC DGSSPOK002, LLC
 
Delaware
ARC DGSSPOK001, LLC
 
Delaware
ARC DGSSOMS001, LLC
 
Delaware
ARC DGSRYAR001, LLC
 
Delaware
ARC DGSRTLA001, LLC
 
Delaware
ARC DGSRGLA001, LLC
 
Delaware
ARC DGSPNIL001, LLC
 
Delaware
ARC DGSPLMN001, LLC
 
Delaware
ARC DGSPGMN001, LLC
 
Delaware
ARC DGSNTTX008, LLC
 
Delaware
ARC DGSNTTX006, LLC
 
Delaware
ARC DGSNTTX005, LLC
 
Delaware
ARC DGSNTTX004, LLC
 
Delaware
ARC DGSNTTX003, LLC
 
Delaware
ARC DGSNTTX001, LLC
 
Delaware
ARC DGSLBTX001, LLC
 
Delaware
ARC DGSKNMO001, LLC
 
Delaware
ARC DGSKMTX001, LLC
 
Delaware
ARC DGSJNTX001, LLC
 
Delaware
ARC DGSGRMS001, LLC
 
Delaware
ARC DGSFLMO001, LLC
 
Delaware
ARC DGSDNKS001, LLC
 
Delaware
ARC DGSDLMO001, LLC
 
Delaware
ARC DGSCSKS001, LLC
 
Delaware
ARC DGSBTTX001, LLC
 
Delaware

44

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC DGSBNMO001, LLC
 
Delaware
ARC DGRSUMN001, LLC
 
Delaware
ARC DGRSSOK001, LLC
 
Delaware
ARC DGRSCMI001, LLC
 
Delaware
ARC DGRMTMO001, LLC
 
Delaware
ARC DGRMSMI001, LLC
 
Delaware
ARC DGRLAMO001, LLC
 
Delaware
ARC DGRHSIL001, LLC
 
Delaware
ARC DGRDCMI001, LLC
 
Delaware
ARC DGRCYMN001, LLC
 
Delaware
ARC DGRBVMO001, LLC
 
Delaware
ARC DGQTMAR001, LLC
 
Delaware
ARC DGPTNLA001, LLC
 
Delaware
ARC DGPTLMN001, LLC
 
Delaware
ARC DGPSDTX001, LLC
 
Delaware
ARC DGPPTOH001, LLC
 
Delaware
ARC DGPNCWV001, LLC
 
Delaware
ARC DGPMNKS001, LLC
 
Delaware
ARC DGPFCMO001, LLC
 
Delaware
ARC DGPBGMO001, LLC
 
Delaware
ARC DGOZKMO001, LLC
 
Delaware
ARC DGOTWIA001, LLC
 
Delaware
ARC DGOSCMO001, LLC
 
Delaware
ARC DGOLVMN001, LLC
 
Delaware
ARC DGNSAIA001, LLC
 
Delaware
ARC DGNIRLA001, LLC
 
Delaware
ARC DGNGEMI001, LLC
 
Delaware
ARC DGNCYKY001, LLC
 
Delaware
ARC DGNCLOH001, LLC
 
Delaware
ARC DGNBFTX003, LLC
 
Delaware
ARC DGNBFTX002, LLC
 
Delaware
ARC DGNBFTX001, LLC
 
Delaware
ARC DGMWDWV001, LLC
 
Delaware
ARC DGMVLTN001, LLC
 
Delaware
ARC DGMVLOK001, LLC
 
Delaware
ARC DGMVLAR001, LLC
 
Delaware
ARC DGMTMMI001, LLC
 
Delaware
ARC DGMTMIL001, LLC
 
Delaware
ARC DGMTGMN001, LLC
 
Delaware
ARC DGMSNTX001, LLC
 
Delaware
ARC DGMRVMO001, LLC
 
Delaware
ARC DGMRNIL001, LLC
 
Delaware
ARC DGMRHMO001, LLC
 
Delaware
ARC DGMPTTX001, LLC
 
Delaware

45

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC DGMPRTX001, LLC
 
Delaware
ARC DGMNTMI001, LLC
 
Delaware
ARC DGMNPKS001, LLC
 
Delaware
ARC DGMNDAR001, LLC
 
Delaware
ARC DGMMTIL001, LLC
 
Delaware
ARC DGMMNWV001, LLC
 
Delaware
ARC DGMLRMN001, LLC
 
Delaware
ARC DGMLNAL001, LLC
 
Delaware
ARC DGMLGKS001, LLC
 
Delaware
ARC DGMLCMN001, LLC
 
Delaware
ARC DGMKWIL001, LLC
 
Delaware
ARC DGMHDMS001, LLC
 
Delaware
ARC DGMGHAR001, LLC
 
Delaware
ARC DGMDYTX001, LLC
 
Delaware
ARC DGMDNNY001, LLC
 
Delaware
ARC DGMDNMS002, LLC
 
Delaware
ARC DGMDNMS001, LLC
 
Delaware
ARC DGMDNMO001, LLC
 
Delaware
ARC DGMDLMI001, LLC
 
Delaware
ARC DGMCRTN001, LLC
 
Delaware
ARC DGMCRMI001, LLC
 
Delaware
ARC DGMCDTX001, LLC
 
Delaware
ARC DGMBHMO001, LLC
 
Delaware
ARC DGMADOK001, LLC
 
Delaware
ARC DGLXNOK001, LLC
 
Delaware
ARC DGLXNMO001, LLC
 
Delaware
ARC DGLXNIL001, LLC
 
Delaware
ARC DGLVLOH001, LLC
 
Delaware
ARC DGLURMO001, LLC
 
Delaware
ARC DGLTRAR001, LLC
 
Delaware
ARC DGLTLTX001, LLC
 
Delaware
ARC DGLRDTX001, LLC
 
Delaware
ARC DGLPOAR001, LLC
 
Delaware
ARC DGLMQTX001, LLC
 
Delaware
ARC DGLLVTX001, LLC
 
Delaware
ARC DGLKVAR001, LLC
 
Delaware
ARC DGLDVOH001, LLC
 
Delaware
ARC DGLDLMO001, LLC
 
Delaware
ARC DGLBNMO002, LLC
 
Delaware
ARC DGLBNMO001, LLC
 
Delaware
ARC DGLBKTX004, LLC
 
Delaware
ARC DGLBKTX003, LLC
 
Delaware
ARC DGLBKTX001, LLC
 
Delaware
ARC DGKYLTX002, LLC
 
Delaware

46

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC DGKYLTX001, LLC
 
Delaware
ARC DGKSCMO001, LLC
 
Delaware
ARC DGKMNKS001, LLC
 
Delaware
ARC DGJVLLA001, LLC
 
Delaware
ARC DGJPNMO002, LLC
 
Delaware
ARC DGJNSMO001, LLC
 
Delaware
ARC DGJKVIL001, LLC
 
Delaware
ARC DGJKNMS001, LLC
 
Delaware
ARC DGIRRMI001, LLC
 
Delaware
ARC DGHPRKS001, LLC
 
Delaware
ARC DGHNYIL001, LLC
 
Delaware
ARC DGHLYMN001, LLC
 
Delaware
ARC DGHKYNC001, LLC
 
Delaware
ARC DGHKYMS001, LLC
 
Delaware
ARC DGHKPMO001, LLC
 
Delaware
ARC DGHHNOK001, LLC
 
Delaware
ARC DGHHLSC001, LLC
 
Delaware
ARC DGHGNAR001, LLC
 
Delaware
ARC DGHBTKS001, LLC
 
Delaware
ARC DGGYDMI001, LLC
 
Delaware
ARC DGGWRTX001, LLC
 
Delaware
ARC DGGWRMO001, LLC
 
Delaware
ARC DGGVLAR001, LLC
 
Delaware
ARC DGGTSOH001, LLC
 
Delaware
ARC DGGTNGA001, LLC
 
Delaware
ARC DGGNDTX001, LLC
 
Delaware
ARC DGGNCKS001, LLC
 
Delaware
ARC DGGDLAL001, LLC
 
Delaware
ARC DGFMTNM002, LLC
 
Delaware
ARC DGFMTNM001, LLC
 
Delaware
ARC DGFLTMI002, LLC
 
Delaware
ARC DGFLTMI001, LLC
 
Delaware
ARC DGFBYIL001, LLC
 
Delaware
ARC DGERVIA001, LLC
 
Delaware
ARC DGEREKS001, LLC
 
Delaware
ARC DGELNMO001, LLC
 
Delaware
ARC DGEJNMI001, LLC
 
Delaware
ARC DGEGRIA001, LLC
 
Delaware
ARC DGEDNMO001, LLC
 
Delaware
ARC DGEDFTX001, LLC
 
Delaware
ARC DGEBTKY001, LLC
 
Delaware
ARC DGEBKKY001, LLC
 
Delaware
ARC DGEBGTX002, LLC
 
Delaware
ARC DGEBGTX001, LLC
 
Delaware

47

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC DGDYLTN001, LLC
 
Delaware
ARC DGDYLLA001, LLC
 
Delaware
ARC DGDSTMO001, LLC
 
Delaware
ARC DGDSTIL001, LLC
 
Delaware
ARC DGDSAAR001, LLC
 
Delaware
ARC DGDRDMI001, LLC
 
Delaware
ARC DGDOLMO001, LLC
 
Delaware
ARC DGDNATX003, LLC
 
Delaware
ARC DGDNATX002, LLC
 
Delaware
ARC DGDNATX001, LLC
 
Delaware
ARC DGDMSAR001, LLC
 
Delaware
ARC DGDKNTX001, LLC
 
Delaware
ARC DGDIATX001, LLC
 
Delaware
ARC DGCYLTX001, LLC
 
Delaware
ARC DGCWNWV001, LLC
 
Delaware
ARC DGCVTMI001, LLC
 
Delaware
ARC DGCVSLA001, LLC
 
Delaware
ARC DGCTGIL001, LLC
 
Delaware
ARC DGCRVMO001, LLC
 
Delaware
ARC DGCRTIA001, LLC
 
Delaware
ARC DGCPTIA001, LLC
 
Delaware
ARC DGCPCTX002, LLC
 
Delaware
ARC DGCMDMI001, LLC
 
Delaware
ARC DGCLROK001, LLC
 
Delaware
ARC DGCFLKS001, LLC
 
Delaware
ARC DGCFLIA001, LLC
 
Delaware
ARC DGCFDMO001, LLC
 
Delaware
ARC DGCDWMO001, LLC
 
Delaware
ARC DGCDNKY001, LLC
 
Delaware
ARC DGCCLAL001, LLC
 
Delaware
ARC DGCCKTX001, LLC
 
Delaware
ARC DGBYNTX003, LLC
 
Delaware
ARC DGBYNTX002, LLC
 
Delaware
ARC DGBYNTX001, LLC
 
Delaware
ARC DGBVLVA001, LLC
 
Delaware
ARC DGBVLTX001, LLC
 
Delaware
ARC DGBTVAR002, LLC
 
Delaware
ARC DGBTVAR001, LLC
 
Delaware
ARC DGBTNMO001, LLC
 
Delaware
ARC DGBSPLA001, LLC
 
Delaware
ARC DGBRKTX001, LLC
 
Delaware
ARC DGBRAKY001, LLC
 
Delaware
ARC DGBMNAR001, LLC
 
Delaware
ARC DGBLYAR001, LLC
 
Delaware

48

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC DGBLSTX001, LLC
 
Delaware
ARC DGBLNTX001, LLC
 
Delaware
ARC DGBLGTX001, LLC
 
Delaware
ARC DGBLGMO001, LLC
 
Delaware
ARC DGBLEWV001, LLC
 
Delaware
ARC DGBHMAL001, LLC
 
Delaware
ARC DGBGRMI001, LLC
 
Delaware
ARC DGBCDTX001, LLC
 
Delaware
ARC DGBBEAR001, LLC
 
Delaware
ARC DGAVGTX001, LLC
 
Delaware
ARC DGAUSTX001, LLC
 
Delaware
ARC DGARLTX003, LLC
 
Delaware
ARC DGARLTX002, LLC
 
Delaware
ARC DGARLTX001, LLC
 
Delaware
ARC DGARAMO001, LLC
 
Delaware
ARC DGANDMN001, LLC
 
Delaware
ARC DGAKNTX001, LLC
 
Delaware
ARC DGADMMA001, LLC
 
Delaware
ARC DGABNKS001, LLC
 
Delaware
ARC DDSTPNC001, LLC
 
Delaware
ARC DDPKAFL001, LLC
 
Delaware
ARC DDOSCAR001, LLC
 
Delaware
ARC DDHWAKS001, LLC
 
Delaware
ARC DDHVLSC001, LLC
 
Delaware
ARC DDGTNOH001, LLC
 
Delaware
ARC DDCNTMO001, LLC
 
Delaware
ARC DDCINOH001, LLC
 
Delaware
ARC DDBVLTX001, LLC
 
Delaware
ARC DDAPKMI001, LLC
 
Delaware
ARC DDAKNOH001, LLC
 
Delaware
ARC DBPPROP001, LLC
 
Delaware
ARC DBPORBR001, LLC
 
Delaware
ARC DBPGDYR001, LLC
 
Delaware
ARC DBPCFBR001, LLC
 
Delaware
ARC CVVDAGA001, LLC
 
Delaware
ARC CVTDAPA001, LLC
 
Delaware
ARC CVSPGPA001, LLC
 
Delaware
ARC CVSCDFL001, LLC
 
Delaware
ARC CVSBGGA001, LLC
 
Delaware
ARC CVRTRNY001, LLC
 
Delaware
ARC CVNVLTN001, LLC
 
Delaware
ARC CVNCTPA001, LLC
 
Delaware
ARC CVMCBPA001, LLC
 
Delaware
ARC CVLVGNV001, LLC
 
Delaware

49

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC CVHRWMI001, LLC
 
Delaware
ARC CVHDYVA001, LLC
 
Delaware
ARC CVGVLSC001, LLC
 
Delaware
ARC CVGPTMI001, LLC
 
Delaware
ARC CVFLDPA001, LLC
 
Delaware
ARC CVFKNIN001, LLC
 
Delaware
ARC CVCOLSC002, LLC
 
Delaware
ARC CVBPKAL001, LLC
 
Delaware
ARC CVAPAGA001, LLC
 
Delaware
ARC COSTNND001, LLC
 
Delaware
ARC CKPNXAZ002, LLC
 
Delaware
ARC CKMTZGA001, LLC
 
Delaware
ARC CKAKNOH001, LLC
 
Delaware
ARC CFMEZZ001, LLC
 
Delaware
ARC CBYRKPA001, LLC
 
Delaware
ARC CBWTPMA001, LLC
 
Delaware
ARC CBWSKVA001, LLC
 
Delaware
ARC CBWRNRI001, LLC
 
Delaware
ARC CBWMNDE002, LLC
 
Delaware
ARC CBWMNDE001, LLC
 
Delaware
ARC CBWKFRI001, LLC
 
Delaware
ARC CBWHNPA001, LLC
 
Delaware
ARC CBWGVPA001, LLC
 
Delaware
ARC CBWFDPA001, LLC
 
Delaware
ARC CBWDLPA001, LLC
 
Delaware
ARC CBWCRIL001, LLC
 
Delaware
ARC CBWBNMA001, LLC
 
Delaware
ARC CBWBMMA001, LLC
 
Delaware
ARC CBVRNPA001, LLC
 
Delaware
ARC CBUDYPA001, LLC
 
Delaware
ARC CBTRYMI001, LLC
 
Delaware
ARC CBTRNPA001, LLC
 
Delaware
ARC CBTMPPA001, LLC
 
Delaware
ARC CBTCKPA001, LLC
 
Delaware
ARC CBTBYMA001, LLC
 
Delaware
ARC CBSVNPA001, LLC
 
Delaware
ARC CBSVLMA001, LLC
 
Delaware
ARC CBSTNCT002, LLC
 
Delaware
ARC CBSTNCT001, LLC
 
Delaware
ARC CBSRLOH001, LLC
 
Delaware
ARC CBSPGPA001, LLC
 
Delaware
ARC CBSLMNH001, LLC
 
Delaware
ARC CBSFDMA001, LLC
 
Delaware
ARC CBSDSMA001, LLC
 
Delaware

50

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC CBSCGPA001, LLC
 
Delaware
ARC CBRNDMA001, LLC
 
Delaware
ARC CBRMFRI001, LLC
 
Delaware
ARC CBRDGPA002, LLC
 
Delaware
ARC CBRDGPA001, LLC
 
Delaware
ARC CBPVDRI001, LLC
 
Delaware
ARC CBPTNPA001, LLC
 
Delaware
ARC CBPMHOH001, LLC
 
Delaware
ARC CBPMAOH002, LLC
 
Delaware
ARC CBPMAOH001, LLC
 
Delaware
ARC CBPLMNH001, LLC
 
Delaware
ARC CBPDAPA003, LLC
 
Delaware
ARC CBPDAPA002, LLC
 
Delaware
ARC CBPDAPA001, LLC
 
Delaware
ARC CBPBGPA011, LLC
 
Delaware
ARC CBPBGPA010, LLC
 
Delaware
ARC CBPBGPA009, LLC
 
Delaware
ARC CBPBGPA008, LLC
 
Delaware
ARC CBPBGPA007, LLC
 
Delaware
ARC CBPBGPA006, LLC
 
Delaware
ARC CBPBGPA005, LLC
 
Delaware
ARC CBPBGPA004, LLC
 
Delaware
ARC CBPBGPA003, LLC
 
Delaware
ARC CBPBGPA002, LLC
 
Delaware
ARC CBPBGPA001, LLC
 
Delaware
ARC CBOSPNH001, LLC
 
Delaware
ARC CBOMTPA001, LLC
 
Delaware
ARC CBOHLIL001, LLC
 
Delaware
ARC CBOFSIL001, LLC
 
Delaware
ARC CBOCYPA001, LLC
 
Delaware
ARC CBNSNPA001, LLC
 
Delaware
ARC CBNPRRI002, LLC
 
Delaware
ARC CBNPRRI001, LLC
 
Delaware
ARC CBNBDMA001, LLC
 
Delaware
ARC CBMVLCT001, LLC
 
Delaware
ARC CBMTPPA001, LLC
 
Delaware
ARC CBMTNMA001, LLC
 
Delaware
ARC CBMTLPA001, LLC
 
Delaware
ARC CBMRSPA001, LLC
 
Delaware
ARC CBMLNNJ001, LLC
 
Delaware
ARC CBMHLPA001, LLC
 
Delaware
ARC CBMFDPA001, LLC
 
Delaware
ARC CBMDNMA002, LLC
 
Delaware
ARC CBMDNMA001, LLC
 
Delaware

51

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC CBMDFMA001, LLC
 
Delaware
ARC CBMCRPA001, LLC
 
Delaware
ARC CBMCRNH002, LLC
 
Delaware
ARC CBMCRNH001, LLC
 
Delaware
ARC CBMBYVT001, LLC
 
Delaware
ARC CBMBNNC001, LLC
 
Delaware
ARC CBMBGPA001, LLC
 
Delaware
ARC CBLWSDE001, LLC
 
Delaware
ARC CBLTZPA001, LLC
 
Delaware
ARC CBLTBPA001, LLC
 
Delaware
ARC CBLMAPA001, LLC
 
Delaware
ARC CBLDLMA001, LLC
 
Delaware
ARC CBLCRPA002, LLC
 
Delaware
ARC CBLCRPA001, LLC
 
Delaware
ARC CBLBLPA001, LLC
 
Delaware
ARC CBKZNPA001, LLC
 
Delaware
ARC CBKSNPA001, LLC
 
Delaware
ARC CBKNGPA001, LLC
 
Delaware
ARC CBKNENH001, LLC
 
Delaware
ARC CBJTNRI001, LLC
 
Delaware
ARC CBHTNPA001, LLC
 
Delaware
ARC CBHSTPA001, LLC
 
Delaware
ARC CBHSPPA001, LLC
 
Delaware
ARC CBHMNCT001, LLC
 
Delaware
ARC CBHDHNJ001, LLC
 
Delaware
ARC CBHBGPA001, LLC
 
Delaware
ARC CBGSDPA001, LLC
 
Delaware
ARC CBGCYPA002, LLC
 
Delaware
ARC CBGCYPA001, LLC
 
Delaware
ARC CBGBGPA001, LLC
 
Delaware
ARC CBFMNMI001, LLC
 
Delaware
ARC CBFLNOH001, LLC
 
Delaware
ARC CBFDCPA001, LLC
 
Delaware
ARC CBEREPA001, LLC
 
Delaware
ARC CBEPRVA001, LLC
 
Delaware
ARC CBELMCT001, LLC
 
Delaware
ARC CBEHNCT001, LLC
 
Delaware
ARC CBEGCRI001, LLC
 
Delaware
ARC CBDXHPA001, LLC
 
Delaware
ARC CBDRRCT001, LLC
 
Connecticut
ARC CBDLSPA001, LLC
 
Delaware
ARC CBDLBPA001, LLC
 
Delaware
ARC CBDCRMA001, LLC
 
Delaware
ARC CBCVNRI001, LLC
 
Delaware

52

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC CBCTRCT001, LLC
 
Delaware
ARC CBCTNRI001, LLC
 
Delaware
ARC CBCTCIL001, LLC
 
Delaware
ARC CBCPHPA001, LLC
 
Delaware
ARC CBCNGPA001, LLC
 
Delaware
ARC CBCLEPA001, LLC
 
Delaware
ARC CBCGHIL001, LLC
 
Delaware
ARC CBCCGIL001, LLC
 
Delaware
ARC CBBTLPA001, LLC
 
Delaware
ARC CBBSNGA001, LLC
 
Delaware
ARC CBBRFPA001, LLC
 
Delaware
ARC CBBMNGA001, LLC
 
Delaware
ARC CBBFDOH001, LLC
 
Delaware
ARC CBATAPA001, LLC
 
Delaware
ARC CBAQAPA001, LLC
 
Delaware
ARC CBALYPA001, LLC
 
Delaware
ARC CBALPPA001, LLC
 
Delaware
ARC CAFEUSA001, LLC
 
Delaware
ARC CAFEHLD001, LLC
 
Delaware
ARC BWNCNOH001, LLC
 
Delaware
ARC BOLLSNM001, LLC
 
Delaware
ARC BJWTBSC001, LLC
 
Delaware
ARC BJWDRGA001, LLC
 
Delaware
ARC BJTMNNC001, LLC
 
Delaware
ARC BJSPTNC001, LLC
 
Delaware
ARC BJRRDNC001, LLC
 
Delaware
ARC BJMKCSC001, LLC
 
Delaware
ARC BJMGNNC001, LLC
 
Delaware
ARC BJITLNC001, LLC
 
Delaware
ARC BJGWDSC001 LLC
 
Delaware
ARC BJFNISC001, LLC
 
Delaware
ARC BJDBNNC001, LLC
 
Delaware
ARC BJCTNSC001, LLC
 
Delaware
ARC BJCPNSC001, LLC
 
Delaware
ARC BJBSCNC001, LLC
 
Delaware
ARC BJBNENC001, LLC
 
Delaware
ARC BFKSCMO001, LLC
 
Delaware
ARC BBSTNCA001, LLC
 
Delaware
ARC AZCGOIL001, LLC
 
Delaware
ARC ASSMATN001, LLC
 
Delaware
ARC ASMBLAL001, LLC
 
Delaware
ARC ASFVLAR001, LLC
 
Delaware
ARC ASDTNGA001, LLC
 
Delaware
ARC ARGWDMS001, LLC
 
Delaware

53

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC AMAHBCA001, LLC
 
Delaware
ARC ACLSHIL001, LLC
 
Delaware
ARC ACAWBWI001, LLC
 
Delaware
ARC ABLVLKY001, LLC
 
Delaware
ARC AAWRNOH001, LLC
 
Delaware
ARC AAWBYNJ001, LLC
 
Delaware
ARC AAVWTOH001, LLC
 
Delaware
ARC AATVLPA001, LLC
 
Delaware
ARC AATVLGA001, LLC
 
Delaware
ARC AATPLMS001, LLC
 
Delaware
ARC AASWRTN001, LLC
 
Delaware
ARC AASPDOH001, LLC
 
Delaware
ARC AASNAKS001, LLC
 
Delaware
ARC AASMSWV001, LLC
 
Delaware
ARC AASLGPA001, LLC
 
Delaware
ARC AARYNLA001, LLC
 
Delaware
ARC AARMTNC001, LLC
 
Delaware
ARC AAPSDTX001, LLC
 
Delaware
ARC AAPRYGA001, LLC
 
Delaware
ARC AAOKCOK001, LLC
 
Delaware
ARC AAOKAAL001, LLC
 
Delaware
ARC AAMSEMI001, LLC
 
Delaware
ARC AALWDNJ001, LLC
 
Delaware
ARC AALFDKY001, LLC
 
Delaware
ARC AALBYKY001, LLC
 
Delaware
ARC AAKNAWI001, LLC
 
Delaware
ARC AAINZKY001, LLC
 
Delaware
ARC AAHZHGA001, LLC
 
Delaware
ARC AAHVLGA001, LLC
 
Delaware
ARC AAHUSTX003, LLC
 
Delaware
ARC AAHNBKY001, LLC
 
Delaware
ARC AAGWDSC001, LLC
 
Delaware
ARC AAGFSNC001, LLC
 
Delaware
ARC AAFTWIN002, LLC
 
Delaware
ARC AAFTWIN001, LLC
 
Delaware
ARC AAFTAWI001, LLC
 
Delaware
ARC AAFLNOH001, LLC
 
Delaware
ARC AAETNOH001, LLC
 
Delaware
ARC AAEPSAL001, LLC
 
Delaware
ARC AAEDNNC001, LLC
 
Delaware
ARC AADTNAL001, LLC
 
Delaware
ARC AACROGA001, LLC
 
Delaware
ARC AACPNSC001, LLC
 
Delaware
ARC AACMBPA001, LLC
 
Delaware

54

Entity Name
 
Jurisdiction of Formation/ Incorporation
ARC AACLRAL001, LLC
 
Delaware
ARC AACLNIN001, LLC
 
Delaware
ARC AACFDSC001, LLC
 
Delaware
ARC AABNBKY001, LLC
 
Delaware
ARC AABHMAL002, LLC
 
Delaware
ARC AABHMAL001, LLC
 
Delaware
ARC AABDNKY001, LLC
 
Delaware
ARC AABBVKY001, LLC
 
Delaware
ARC AAATNTX001, LLC
 
Delaware
ARC AAABYGA001, LLC
 
Delaware
ARC AAABNIN001, LLC
 
Delaware
American Realty Capital Centers, Inc.
 
Maryland
257 W. Genesee, LLC
 
New York




55
Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-176714 and 333-192587 on Form S-8 of our reports dated February 23, 2016, relating to the consolidated financial statements and financial statement schedules of VEREIT, Inc. and subsidiaries (formerly American Realty Capital Properties, Inc.), and the effectiveness of VEREIT Inc. and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of VEREIT, Inc. for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Phoenix, AZ
February 23, 2016


Exhibit 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 30, 2015, with respect to the consolidated financial statements and schedules included in the Annual Report of VEREIT, Inc. on Form 10-K for the year ended December 31, 2015.  We consent to the incorporation by reference of said report in the Registration Statements of VEREIT, Inc. on Forms S-8 (File No. 333-176714 and No. 333-192587).


/s/ GRANT THORNTON LLP

Phoenix, Arizona
February 23, 2016




Exhibit 31.1




VEREIT, 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, Glenn J. Rufrano, certify that:
1.
I have reviewed this Annual Report on Form 10-K of VEREIT, 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:
February 23, 2016
/s/ Glenn J. Rufrano
 
 
Glenn J. Rufrano
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)


Exhibit 31.2



VEREIT, INC.
CERTIFICATION OF CHIEF FINANCIAL 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. Bartolotta, certify that:
1.
I have reviewed this Annual Report on Form 10-K of VEREIT, 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:
February 23, 2016
/s/ Michael J. Bartolotta
 
 
Michael J. Bartolotta
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer)



Exhibit 31.3


VEREIT 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, Glenn J. Rufrano, certify that:
1.
I have reviewed this Annual Report on Form 10-K of VEREIT 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:
February 23, 2016
/s/ Glenn J. Rufrano
 
 
Glenn J. Rufrano
 
 
Chief Executive Officer of VEREIT, Inc., the sole general partner
 
 
of VEREIT Operating Partnership, L.P.
 
 
(Principal Executive Officer)




Exhibit 31.4

VEREIT OPERATING PARTNERSHIP, L.P.
CERTIFICATION OF CHIEF FINANCIAL 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. Bartolotta, certify that:
1.
I have reviewed this Annual Report on Form 10-K of VEREIT 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:
February 23, 2016
/s/ Michael J. Bartolotta
 
 
Michael J. Bartolotta
Executive Vice President and Chief Financial Officer of
 
 
VEREIT, Inc., the sole general partner of VEREIT Operating Partnership, L.P.
 
 
(Principal Financial Officer)



Exhibit 32.1

VEREIT, 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 VEREIT, Inc. (the “Company”) for the year ended December 31, 2015 (the “Report”), I, Glenn J. Rufrano, Chief Executive Officer 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:
February 23, 2016
/s/ Glenn J. Rufrano
 
 
Glenn J. Rufrano
 
 
Chief Executive Officer
 
 
(Principal Executive 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 32.2

VEREIT, INC.
CERTIFICATION OF CHIEF FINANCIAL 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 VEREIT, Inc. (the “Company”) for the year ended December 31, 2015 (the “Report”), I, Michael J. Bartolotta, Executive Vice President and Chief Financial Officer 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:
February 23, 2016
/s/ Michael J. Bartolotta
 
 
Michael J. Bartolotta
Executive Vice President and Chief Financial Officer
 
 
(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

VEREIT 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 VEREIT Operating Partnership, L.P. (the “Company”) for the year ended December 31, 2015 (the “Report”), I, Glenn J. Rufrano, Chief Executive Officer of VEREIT, Inc., the sole general partner 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:
February 23, 2016
/s/ Glenn J. Rufrano
 
 
Glenn J. Rufrano
 
 
Chief Executive Officer of VEREIT, Inc., the sole general partner
 
 
of VEREIT Operating Partnership, L.P.
 
 
(Principal Executive 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 32.4

VEREIT OPERATING PARTNERSHIP, L.P.
CERTIFICATION OF CHIEF FINANCIAL 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 VEREIT Operating Partnership, L.P. (the “Company”) for the year ended December 31, 2015 (the “Report”), I, Michael J. Bartolotta, Executive Vice President and Chief Financial Officer of VEREIT, Inc., the sole general partner 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:
February 23, 2016
/s/ Michael J. Bartolotta
 
 
Michael J. Bartolotta
Executive Vice President and Chief Financial Officer of
 
 
VEREIT Inc., the sole general partner of VEREIT Operating Partnership, L.P.
 
 
(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.