VEREIT
Annual Report 2019

Plain-text annual report

2 0 1 9 A N N U A L R E P O R T D i sci plined . Transparent . Consistent . VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. www.VEREIT.com L E T T E R F R O M T H E C E O As a result, Fitch, a major credit rating agency, upgraded the Company from ‘BBB-‘ to ‘BBB’ with a stable outlook. We realized the benefits of our credit rating upgrade in savings in our credit facility of 25 basis points on the term loan, 20 basis points on the revolver, and 5 basis points on the facility fee. In addition, our investment grade ratings from our other major rating agencies remain intact at ‘BBB-‘ or equivalent. With litigation behind us, the balance sheet remains very liquid with a well-lad- dered maturity schedule. Maintained Tenured Leadership The experience of VEREIT’s team will continue to be an asset as the Company moves forward. The average tenure for Senior Director colleagues and above is more than eight years at VEREIT. The knowledge, professional relationships and experi- ence that comes with this tenure is invaluable. Over the last five years VEREIT’s team has worked diligently to strengthen the organization through a number of avenues, including employee engagement and corporate responsibility. The Company has established a more robust program focusing on environmental, social and governance accountability. Our leadership team has spearheaded these initiatives and will continue to report the Company’s efforts to our Board of Directors. Because of the tested experience of the Company’s leadership team, VEREIT will continue to perform in a disciplined, transparent and consistent manner. Conclusion Since the end of 2019, there has been increased uncertainty in the market and global economies as a result of the coronavirus (COVID-19). We are pleased that we further stabilized the Company over the last five years to help VEREIT weather more volatile conditions. Our tenured leadership team has experi- enced years of changing economic cycles and will maintain a measured approach in 2020. VEREIT will continue to prioritize the diversification of our portfolio, the health of the investment grade balance sheet, maintaining liquidity and the strength of our knowledgeable leadership team. We are proud of the positive transformation that has occurred at the Company and we thank you for your ongoing trust in VEREIT. Glenn J. Rufrano | Chief Executive Officer | VEREIT, Inc. Dear Stockholder, Over the last five years, VEREIT has worked hard to revitalize the Company following accounting issues that occurred under the organization’s prior management team. 2019 represented a transformative year for the Company as we realized the completion of the goals set forth in our 2015 business plan and we resolved our last legacy issue, litigation. VEREIT has improved portfolio quality, enhanced the strength of its balance sheet and maintained a consistent management team. The market has recognized these achievements as evidenced by VEREIT’s 2019 total stockholder return of 37.3%. Additionally, the Company announced the formation of two institutional partnerships increasing the Company’s sourcing opportunities while utilizing VEREIT’s in-house infrastructure to maximize the value of the enterprises. The partnerships also provide a more optimal business model that allows for capital sources other than the public equity markets. These accomplishments, along with a well-diversified portfolio, put the Company in a good position for the future. Further Diversified Portfolio and Asset Management Diversification is an important component in protecting income and generating consistent earnings regardless of macroeco- nomic conditions. In 2019, VEREIT continued to take advantage of capital markets by selling $1.06 billion of assets and acquiring $425.6 million of assets in order to improve portfolio metrics. Concentrations were improved with additional tenant diversifi- cation and office exposure continuing to decrease. Red Lobster, our top tenant, was reduced from 5.5% to 4.7% of annualized rental income. The Company also decreased Walgreens from being the second largest tenant exposure to the fourth and decreased Citizens Bank from 1.3% to 0.8% of annualized rental income. Through consistent portfolio management, VEREIT’s top 10 tenant concentration was reduced from 27.2% at the end of 2018 to 26.7% at the end of 2019. VEREIT’s portfolio remains extremely diversified geographically and by industry type. At year-end, 38.6% of annual rental income was generated from investment-grade rated companies and over 60.0% from public companies, providing greater tenant transparency. Occupancy remained healthy at 99.1% and 3.7 million square feet were leased by VEREIT in 2019, as the teams actively manage the portfolio. VEREIT’s portfolio of quality single-tenant assets has been strengthened over the years. Capital Activity and Balance Sheet VEREIT has been persistent in prudent capital allocation and the management of its investment-grade balance sheet. Since 2015, total debt has been reduced from $10.4 billion to $5.7 billion and Net Debt to Normalized EBITDA has decreased from 7.5x to 5.7x. Additionally, preferred stock has been reduced by $300 million. In 2019, the Company announced the global litigation settlement at a net cost to the Company of $765.5 million which was financed with an equity offering of $887 million. VEREIT also issued $129 million under the Company’s ATM program and $600 million aggregate principal amount of 3.1% senior notes due in 2029. This kept debt ratios low and extended the duration of and further laddered the maturity schedule. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR 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 Delaware (VEREIT, Inc.) (VEREIT Operating Partnership, L.P.) 45-2482685 45-1255683 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2325 E. Camelback Road, 9th Floor Phoenix AZ (Address of principal executive offices) (800) 606-3610 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: 85016 (Zip Code) Title of each class: Trading symbol(s): Name of each exchange on which registered: Common Stock $0.01 par value per share (VEREIT, Inc.) VER New York Stock Exchange 6.70% Series F Cumulative Redeemable Preferred Stock $0.01 par value per share (VEREIT, Inc.) VER PRF New York Stock Exchange Securities registered pursuant to Section 12(g) of the Securities 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 VEREIT Operating Partnership, L.P. Yes No No 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 VEREIT Operating Partnership, L.P. Yes No No 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 VEREIT Operating Partnership, L.P. Yes No No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). VEREIT, Inc. Yes VEREIT Operating Partnership, L.P. Yes No No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. VEREIT, Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company VEREIT Operating Partnership, L.P. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. VEREIT, Inc. VEREIT Operating Partnership, L.P. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). VEREIT, Inc. Yes No VEREIT Operating Partnership, L.P. Yes No The aggregate market value of voting and non-voting common stock held by non-affiliates of VEREIT, Inc. as of June 28, 2019 was approximately $8.8 billion based on the closing sale price for VEREIT, Inc.’s common stock on that day as reported by the New York Stock Exchange. There were 1,077,331,084 shares of common stock of VEREIT, Inc. outstanding as of February 21, 2020. 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 2020 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, 2019 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,” “VEREIT,” 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 equity or debt from time to time and guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries. 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 or debt 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 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 disclosures in Item 9A. Controls and Procedures and Exhibit 31 and Exhibit 32 certifications. As sole 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. For the fiscal year ended December 31, 2019 Forward-Looking Statements PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-K Summary Signatures Index to Consolidated Financial Statements Page 2 4 10 27 27 27 27 28 30 31 48 49 49 50 53 54 54 54 54 54 55 59 60 F-1 1 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 of 1934, as amended (the “Exchange Act”)) which reflect our expectations and projections regarding future events and plans, future financial condition, results of operations and business. Generally, the words “anticipates,” “assumes,” “believes,” “continues,” “could,” “estimates,” “expects,” “goals,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company’s control, that could cause actual events and plans or could cause our business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the 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. We disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as may be required by law. 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 may be subject to impairment charges. • We could be subject to unexpected costs or liabilities that may arise from potential dispositions, including related to limited partnership, tenant-in-common and Delaware statutory trust real estate programs (“1031 real estate programs”) and VEREIT’s management with respect to such programs. • 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, from tenant defaults generally or from the unpredictability of the business plans and financial condition of our tenants. • 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. • We may be subject to increases in our borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of London Inter-Bank Offer Rate (“LIBOR”) after 2021. • Our overall borrowing and operating flexibility may be adversely affected by the terms and restrictions within the indenture governing the senior unsecured notes (the “Senior Notes”), and the Credit Agreement governing the terms of the Credit Facility (as both terms are defined in Item 1. Business). • Our access to capital and terms of future financings may be affected by adverse changes to our credit rating. • 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 are subject to risks associated with our joint ventures including their management. • Compliance with the REIT annual distribution requirements may limit our operating flexibility. • 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 for the year ended December 31, 2019. 2 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 on a straight-line basis, which includes the effect of rent escalations and any tenant concessions, such as free rent, and our pro rata share of such revenues from properties owned by unconsolidated joint ventures. Annualized rental income excludes any adjustments to rental income due to changes in the collectability assessment, contingent rent, such as percentage rent, and operating expense reimbursements. Management uses annualized rental income as a basis for tenant, industry and geographic concentrations and other metrics within the portfolio. Annualized rental income is not indicative of future performance. 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. As explained further below, this determination is based on our management’s substantial experience performing credit analysis and is made after evaluating a tenant’s 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 recorded 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 that the tenant pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs). Double net leases typically require that 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. When we refer to “operating properties” we mean properties owned and consolidated by the Company, omitting properties (the “Excluded Properties”) for which (i) the related mortgage loan is in default, and (ii) management decides to transfer the properties to the lender in connection with settling the mortgage note obligation. At December 31, 2019 and 2018, there were no Excluded Properties. During the year ended December 31, 2019, there was one Excluded Property, which was an office property comprised of 145,186 square feet, of which 6,926 square feet were vacant, with principal outstanding of $19.5 million on the related mortgage loan. During the year ended December 31, 2018, there was one Excluded Property, which was a vacant industrial property, comprised of 307,725 square feet with principal outstanding of $16.2 million on the related mortgage loan. During the year ended December 31, 2017, there were seven Excluded Properties, which were two vacant office properties and five industrial properties, two of which were vacant, comprised of an aggregate 2.1 million square feet with aggregate principal outstanding of $116.6 million on the related mortgage loans. Effective April 1, 2019, the Company determined that the real estate portfolio and economic metrics of operating properties should include the Company's pro rata share of square feet and annualized rental income from the Company's unconsolidated joint ventures, based upon the Company's legal ownership percentage, which may, at times, not equal the Company's economic interest 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. The Company did not update data presented for prior periods as the impact on prior period metrics was immaterial. 3 As of December 31, 2019, our portfolio was comprised of 3,858 retail, restaurant, office and industrial real estate properties with an aggregate 88.5 million square feet, of which 99.0% was leased, with a weighted-average remaining lease term of 8.3 years. Omitting the square feet of one redevelopment property and including the pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures, we had an aggregate of 89.5 million square feet, of which 99.1% was leased, with a weighted-average remaining lease term of 8.3 years as of December 31, 2019. Item 1. Business. Overview PART I VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. Omitting the square feet of one redevelopment property and including the pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures, the Company has 3,858 retail, restaurant, office and industrial operating properties with an aggregate of 89.5 million square feet, of which 99.1% was leased as of December 31, 2019, with a weighted-average remaining lease term of 8.3 years. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. Substantially all of our real estate operations are conducted through the Operating Partnership. VEREIT, Inc. is the sole general partner and holder of 99.9% of the common partnership interests in the Operating Partnership (the “OP Units”) as of December 31, 2019. Prior to the fourth quarter of 2017, the Company operated through two business segments, the real estate investment segment and the investment management segment, Cole Capital. The Company completed the sale of Cole Capital on February 1, 2018. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations. 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 formed 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. VEREIT, Inc.’s shares of common stock (“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. 2019 Developments Real Estate Acquisitions During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million, which includes $2.3 million of external acquisition-related expenses that were capitalized. Real Estate Dispositions During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of six consolidated properties to two newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”) and one property sold through a foreclosure as discussed in Note 6 – Debt, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties. The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $293.9 million related to the dispositions which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. Litigation Activity During the year ended December 31, 2019, the Company also entered into agreements to settle certain outstanding litigation, including the pending class action lawsuit. In accordance with the terms of the agreements, certain defendants agreed to pay in the aggregate $1.025 billion, comprised of contributions from principals of the Company's former external manager, ARC Properties Advisors, LLC, (the “Former Manager”) totaling $225.0 million, $12.5 million from the Company’s former Chief Financial Officer (the “Former CFO”), $49.0 million from the Company’s former auditor, and the balance of $738.5 million from the Company. The contribution from the Company’s Former Manager and Former CFO were subsequently satisfied with a combination of (i) Limited Partner OP Units held by the Former Manager and the Former CFO, (ii) amounts due related to dividends on certain of 4 such Limited Partner OP Units previously withheld from distribution, (iii) the value of substantially all of the Limited Partner OP Units and dividends surrendered to the Company in July 2019 as a result of a settlement by the Former Manager with the SEC, and (iv) cash paid by the Former Manager and Former CFO. On October 15, 2019, the Company paid $966.3 million to fund its contribution and a portion of the Former Manager and Former CFO’s contributions in connection with their 19.9 million surrendered Limited Partner OP Units and dividends related to certain of such Limited Partner OP Units. The Company also reached an agreement on the material terms of a negotiated resolution relating to the U.S. Securities and Exchange Commission’s (the “SEC”) investigation pertaining to the findings of the investigation conducted in 2014 by the audit committee (the “Audit Committee”) of the General Partner’s Board of Directors (the “Audit Committee Investigation”), among other things, as discussed in Note 10 – Commitments and Contingencies. Balance Sheet and Liquidity Credit Agreement On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement provided for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,” together with the Revolving Credit Facility, the “Credit Facility”). In connection with entering into the Credit Agreement, the OP repaid all of the outstanding obligations under the Amended and Restated Credit Agreement dated as of June 30, 2014 (as amended, the “2014 Credit Agreement”) and the 2014 Credit Agreement was terminated. Effective December 27, 2019, the Company reduced its Revolving Credit Facility capacity from $2.0 billion to $1.5 billion. At December 31, 2019, $150.0 million was outstanding under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan. Derivatives and Hedging Activities During the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, which were designated as cash flow hedges. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%. During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. Debt Activity During the year ended December 31, 2019, the Company’s total debt decreased by $382.2 million, from $6.1 billion to $5.7 billion, primarily due to the redemption of the 2019 Senior Notes of $750.0 million, the redemption of the 4.125% senior notes due 2021 (the “2021 Senior Notes”) of $400.0 million, the repurchase of $80.7 million of the 3.75% convertible senior notes due 2020 (the “2020 Convertible Notes”), net repayments on the Revolving Credit Facility of $103.0 million and a reduction of $388.1 million in secured debt, offset by the issuance of the 3.10% senior notes due 2029 (the “2029 Senior Notes”) of $600.0 million and borrowings on the Credit Facility Term Loan of $750.0 million. Common Stock Offering On September 26, 2019, the Company completed a public equity offering (the "Offering"), selling a total of 94.3 million shares of Common Stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $886.9 million. The Company contributed the net proceeds from the Offering to the OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s Common Stock. Subsequent to September 30, 2019, the net proceeds of the Offering were used to pay amounts owed in connection with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes. 5 Common Stock Continuous Offering Programs On September 19, 2016, the Company registered a continuous equity offering program (the “Prior Program”) pursuant to which the Company could offer and sell, from time to time, in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year ended December 31, 2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for net proceeds of $41.8 million. On April 15, 2019, the Company established a new continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions (the “Current ATM Program”). The Current ATM Program replaced the Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available to be sold under the Current ATM Program. Share Repurchase Programs On May 3, 2018, the Company’s Board of Directors terminated its prior share repurchase program and authorized a new program (the “2018 Share Repurchase Program”) that permitted the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019, as market conditions warranted. On May 6, 2019, the Company’s Board of Directors authorized a new share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a specific time or in a specific situation, and repurchases are influenced by prevailing market conditions, the trading price of the Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock. There were no share repurchases under the 2018 Share Repurchase Program or the 2019 Share Repurchase Program during the year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price of $5.6 million under the 2018 Share Repurchase Program. Series F Preferred Stock and Series F Preferred OP Units During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends. As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding. Termination of Services Agreement with the Cole Purchaser (as defined below) During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC, terminated in accordance with the terms of the services agreement (the “Services Agreement”). Under the Services Agreement, the Company had continued to provide certain initial transition services to the Cole Purchaser and the Cole REITs subsequent to the sale of Cole Capital on February 1, 2018. The Company recorded $10.5 million of restructuring expenses related to the reorganization of its business after the sale of Cole Capital and cessation of initial transition services performed pursuant to the Services Agreement. Under the Services Agreement, the Company continues to be obligated to provide certain other services through December 31, 2023, which may be extended to December 31, 2024 under certain circumstances. 6 Primary Investment Focus We own and actively manage a diversified portfolio of single-tenant 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. 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 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, among other factors that we may deem relevant: (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 revenue 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 and mitigation options. Real Estate Investments As of December 31, 2019, the Company owned 3,858 operating properties comprising 89.5 million square feet of retail and commercial space located in 49 states and Puerto Rico, of which 99.1% was leased with a weighted-average remaining lease term of 8.3 years, which includes properties owned through consolidated joint ventures and the pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures and omits the square feet of one redevelopment property. There were no tenants exceeding 10% of our consolidated annualized rental income as of December 31, 2019 or 2018. As of December 31, 2019 and 2018, properties located in Texas represented 12.8% and 12.5%, respectively, of our consolidated annualized rental income. As of December 31, 2019 and 2018, tenants in the casual dining restaurant industry accounted for 12.0%, and 12.8%, respectively, of our consolidated annualized rental income. As of December 31, 2019 and 2018, tenants in the manufacturing industry accounted for 9.3% and 10.1%, respectively, of our consolidated annualized rental income. Financing Policies We rely on leverage to allow us to invest in a greater number of assets and enhance our asset returns. 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, unsecured corporate-level debt, 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 we may acquire properties subject to existing mortgage indebtedness. 7 We also may obtain secured or unsecured debt to acquire properties, and we expect that our financing sources will include the public debt market, 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 Facility, see Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources. Competition 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. 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. 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. We may also incur costs in connection with unsuccessful acquisitions that we will not be able to recover. Regulations Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, 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 not be in 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, 2019, we had approximately 160 employees. 8 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 access any materials we file with the SEC 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 our website 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. Supplemental Federal Income Tax Considerations This summary is for general information purposes only and is not tax advice. This discussion does not address all aspects of taxation that may be relevant to particular holders of our securities in light of their personal investment or tax circumstances. The following discussion supplements and updates the disclosures under “Certain U.S. Federal Income Tax Considerations” in the prospectus dated April 15, 2019 contained in our Registration Statement on Form S-3 filed with the SEC on April 15, 2019. The sixth sentence of the discussion under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Distributions Attributable to Sale or Exchange of Real Property” is revised to read, “We must withhold 21% of any distribution that is a distribution attributable to USRPI gain,” such that the revised paragraph reads in full as follows: Distributions Attributable to Sale or Exchange of Real Property. Except as discussed below with respect to 10% or less holders of regularly traded classes of stock, “qualified shareholders” and “qualified foreign pension funds” (for periods on and after December 18, 2015), for any year in which we qualify as a REIT, a Non-U.S. Stockholder will incur tax on distributions by us that are attributable to gain from our sale or exchange of USRPIs under special provisions of the U.S. federal income tax laws known as the Foreign Investment in Real Property Act, or FIRPTA. The term USRPIs includes interests in real property and shares in corporations at least 50% of whose real estate and business assets consist of interests in U.S. real property. Under those rules, a Non-U.S. Stockholder is taxed on distributions by us attributable to gain from sales of USRPIs as if the gain were effectively connected with a U.S. trade or business of the Non-U.S. Stockholder. A Non-U.S. Stockholder thus would be taxed on such a distribution at regular tax rates applicable to U.S. Stockholders, subject to any applicable alternative minimum tax. A corporate Non-U.S. Stockholder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such a distribution. We must withhold 21% of any distribution that is a distribution attributable to USRPI gain. A Non-U.S. Stockholder may receive a credit against its tax liability for the amount we withhold. However, FIRPTA and the 21% withholding tax will not apply to any distribution with respect to any class of our stock that is regularly traded on an established securities market located in the United States if the recipient Non-U.S. Stockholder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of distribution. Instead, any distribution will be treated as an ordinary distribution subject to the rules discussed above. The second sentence of the discussion under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - U.S. Federal Income Tax Withholding on Distributions not Subject to FIRPTA” is revised to read, “We also may be require to withhold tax at the rate of 21% on the portion of any dividend to a Non-U.S. Stockholder that is or could be designated by us as a capital gain dividend, even if not attributable to gain on a sale or exchange of an interest in U.S. real property,” such that the revised paragraph reads in full as follows: U.S. Federal Income Tax Withholding on Distributions not Subject to FIRPTA. For U.S. federal income tax withholding purposes, we generally will withhold tax at the rate of 30% on the amount of any distribution (other than distributions designated as capital gain dividends or distributions of USRPI gain subject to FIRPTA as discussed above) made to a Non U.S. Stockholder, unless the Non U.S. Stockholder provides us with appropriate documentation (1) evidencing that such Non U.S. Stockholder is eligible for an exemption or reduced rate under an applicable income tax treaty, generally an IRS Form W 8BEN or W-8BEN-E (in which case we will withhold at the lower treaty rate) or (2) claiming that the dividend is effectively connected with the Non U.S. Stockholder’s conduct of a trade or business within the U.S., generally an IRS Form W 8ECI (in which case we will not withhold tax). We also may be require to withhold tax at the rate of 21% on the portion of any dividend to a Non-U.S. Stockholder that is or could be designated by us as a capital gain dividend, even if not attributable to gain on a sale or exchange of an interest in U.S. real property. Such withheld amounts of tax do not represent actual tax liabilities, but rather, represent payments in respect of those tax liabilities described in the preceding 9 two paragraphs. Therefore, such withheld amounts are creditable by the Non U.S. Stockholder against its actual U.S. federal income tax liabilities, including those described in the preceding two paragraphs. The Non U.S. Stockholder would be entitled to a refund of any amounts withheld in excess of such Non U.S. Stockholder’s actual U.S. federal income tax liabilities, provided the required information is timely furnished to the IRS. The paragraph under “Certain U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Qualified Foreign Pension Funds” is replaced in its entirety, such that the revised paragraph reads in full as follows: Qualified Foreign Pension Funds. For periods on or after December 18, 2015, for FIRPTA purposes neither a “qualified foreign pension fund” nor any “qualified controlled entity” is treated as a Non-U.S. Stockholder. A “qualified foreign pension fund” is an organization or arrangement (i) created or organized in a foreign country, (ii) established by a foreign country (or one or more political subdivisions thereof) or one or more employers to provide retirement or pension benefits to current or former employees (including self-employed individuals) or their designees as a result of, or in consideration for, services rendered, (iii) which does not have a single participant or beneficiary that has a right to more than 5% of its assets or income, (iv) which is subject to government regulation and with respect to which annual information about its beneficiaries is provided, or is otherwise available, to relevant local tax authorities and (v) with respect to which, under its local laws, (A) contributions that would otherwise be subject to tax are deductible or excluded from its gross income or taxed at a reduced rate, or (B) taxation of its investment income is deferred, or such income is excluded from its gross income or taxed at a reduced rate. A “qualified controlled entity” is an entity all the interests of which are held by a qualified foreign pension fund. Alternatively, under proposed Treasury Regulations that taxpayers generally may rely on, but which are subject to change, a “qualified controlled entity” is a trust or corporation organized under the laws of a foreign country all of the interests of which are held by one or more qualified foreign pension funds either directly or indirectly through one or more qualified controlled entities or partnerships. Distributions received by qualified foreign pension funds and qualified controlled entities will be taxed as described above at - Distributions - In General regardless of whether the distribution is attributable to the sale of a USRPI. Gain of a qualified foreign pension fund or qualified controlled entity treated as gain from the sale or exchange of our stock as well as our capital gain dividends and distributions treated as gain from the sale or exchange of our stock under the rules described above at - Distributions - In General, will not be subject to tax unless such gain is treated as effectively connected with the qualified foreign pension fund's (or the qualified controlled entity's, as applicable) conduct of a U.S. trade or business, in which case the qualified foreign pension fund (or qualified controlled entity) generally will be subject to a tax at the same graduated rates applicable to U.S. Stockholders, unless an applicable income tax treaty provides otherwise, and may be subject to the 30% branch profits tax on its effectively connected earnings and profits, subject to adjustments, in the case of a foreign corporation. 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 VEREIT'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 VEREIT’s Common Stock and any class or series of its preferred stock, references to our “stockholders” represent holders of VEREIT’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 net leased commercial properties. Therefore, the financial failure of, or other default by, a significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, this risk is increased where we lease multiple properties to a single tenant under a master lease. In such an instance, a default specific to a particular property could result in a termination of the entire master lease, resulting in the loss of revenue from all properties under the master lease. 10 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 we do. 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. If our properties are nearing the end of the lease term or become vacant and our competitors offer alternative 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, offer substantial rent or other concessions, and accommodate requests for remodeling and other improvements in order to retain tenants when such tenants’ leases expire or to attract new 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. Any of our properties that become vacant could be difficult to sell or re-lease at similar or favorable rental rates or at all. We have and may continue to experience vacancies due to the default of a tenant under its lease, the expiration of one of our leases or if we are not willing to agree to existing or new tenant accommodations or concessions. We typically must incur all of the costs of ownership for a property that is vacant. If vacancies continue, we may suffer reduced rental income, 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, liquidity and results of operations 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 tenants, geographic areas or industries. We have tenant, geographic and industry concentrations within our portfolio and as we continue to acquire properties, our portfolio may become more concentrated by tenant, geographic area or industry. Any adverse change in the financial condition of a tenant with 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. These concentrations may also strengthen tenant bargaining power and make us more susceptible to adverse regulatory changes, natural disasters or other unexpected events that may impact a particular tenant, geographic location or industry which could negatively affect our operations or 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 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. Real estate investments are relatively illiquid and therefore we may not be able to dispose of properties when appropriate or on favorable terms which could, among other things, adversely impact our ability to make cash distributions to our stockholders and unitholders. We expect to hold our real estate investments until such time as we decide that a sale or other disposition is appropriate given our investment objectives and REIT qualification limitations. We generally intend to hold properties for an extended period of time, but our management or Board of Directors may exercise their discretion as to whether and when to sell a property (including in connection with joint venture arrangements) to achieve investment or portfolio objectives. Real estate investments are, in general, relatively illiquid and may become even more illiquid during periods of economic downturn. Our ability to dispose of properties on advantageous terms or at all depends on certain factors beyond our control, including competition from other sellers, the availability of attractive financing for potential buyers of our properties and the quality of the underlying tenant. In addition, if our competitors sell assets similar to assets we intend to divest 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 terms. Furthermore, we may be required to seek modifications of an underlying lease or expend funds to correct defects or to make improvements before a property can be sold. We cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. As a result, once we determine to sell a property we may not be able to do so quickly, on favorable terms or at all. Due to the uncertainty of market conditions that may affect the disposition of our properties, we cannot assure you that we will be able to sell our properties at a 11 profit or at all in the future, which may impact the extent to which our stockholders and unitholders will receive cash distributions and realize potential appreciation on our real estate investments. In addition, certain significant real property 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 disposition revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings. 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. A substantial portion of our properties are leased to tenants with a below investment grade rating, as determined by major credit rating agencies, or are leased to tenants that are not rated, and may have a greater risk of default. As of December 31, 2019, approximately 61.4% 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, which percentage may increase over time, including as property acquisition volume increases. Our investments in properties leased to such tenants may have a greater risk of default and bankruptcy than investments in properties leased exclusively to investment grade tenants, and these tenants may be more susceptible to default if economic conditions decline, including in the tenant’s industry. 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 underwriting and analysis of the tenant’s credit rating which includes, among other things, reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable). If our ratings estimates are inaccurate, the default or bankruptcy risk for the subject tenant may be greater than anticipated. These outcomes could have an adverse impact on our returns on the assets and hence our operating results. 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 from the proceeds of property or other asset dispositions, borrowings (including on our existing Revolving Credit Facility), cash and cash equivalents balances, and/or offerings of debt and/or equity securities. We have not established any limit on the amount of borrowings and/or the sale of property or other assets or the proceeds from an offering of debt or equity 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 portfolio investments, which may affect our ability to increase our property acquisitions and our profitability. Funding dividends with the sale of property or other assets or the proceeds of offerings of debt or equity securities may affect our ability to generate cash flows. 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. In addition, funding dividends from the sale of additional debt or equity 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. As a result, the return you realize on your investment may be reduced. 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 that rejects its lease would pay in full amounts it owes us under the lease. Even if a lease is assumed and brought current, we still run the risk that a tenant could condition lease assumption on a restructuring of certain terms, including rent, that would have an adverse impact on us. 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 by, one or more of the tenants to whom we have exposure could have an adverse effect on the 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 12 or avoid defaulting under its lease. If any of our tenants’ businesses experience adverse changes, they may fail to make rental payments when due, close a number of business locations, 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 incur substantial costs in protecting our investment. If a sale-leaseback transaction is re-characterized by the IRS or in a tenant’s bankruptcy proceeding, our REIT status or 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. The IRS could challenge our characterization of certain leases and re-characterize them as financing transactions or loans for U.S. federal income tax purposes or, in the event of the bankruptcy of a tenant, a sale-leaseback transaction might be re-characterized as either a financing or a joint venture. If a sale-leaseback transaction is re-characterized by the IRS, we might fail to satisfy the REIT qualification tests and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, such a re-characterization 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. Further, if a sale-leaseback is re-characterized as a financing, we would 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. In bankruptcy, 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 is re-characterized as a joint venture, our tenant 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 tenant relating to the property. We have a history of operating losses and cannot assure you that we will achieve or maintain profitability. Since our inception in 2010, we have experienced net losses (calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and as of December 31, 2019, had an accumulated deficit of $6.40 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 maintain 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 intend to 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 (including under our Revolving Credit Facility), cash and cash equivalent balances, proceeds from equity and/or debt offerings by VEREIT, the Operating Partnership or their subsidiaries, cash flow from operations and proceeds from property or other asset dispositions 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: • 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, including other real estate operating companies, REITs and investment funds; • we may acquire properties that are not accretive to our earnings upon acquisition; • 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; • we may need to spend more than budgeted amounts to make necessary improvements or renovations to acquired properties; 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; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations; and 13 • we may acquire properties and assume existing liabilities without any recourse, or with only limited recourse, for liabilities, whether known or unknown, quantifiable or unquantifiable, such as tax liabilities, accrued but unpaid liabilities, cleanup of environmental contamination, remediation of latent defects, 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. The value of our real estate investments is subject to risks including risks associated 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 risks and events include, but are not limited to: • • • • • • • • • • • • • • • • adverse changes in international, national or local economic and demographic conditions; vacancies or our inability to lease space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or tenant-favorable renewal options; adverse changes in financial conditions of buyers, sellers and tenants of properties; ongoing disruption and/or consolidation in the retail sector; negative developments in the real estate market, including tenant performance, that may cause management to reevaluate the business and macro-economic assumptions used in the impairment analysis of our properties, which may cause us to determine that an impairment has occurred and may have a material impact on the Company’s financial statements; inability to collect rent from tenants, or other failures by tenants to perform the obligations under their leases; competition from other real estate investors, including other real estate operating companies, REITs and institutional investment funds; the obsolescence of our properties over time, including as a result of age or a shift in market preference, which could impact our ability to re-tenant a property, particularly if the property was built to suit a particular tenant; our ownership or future acquisition of properties subject to leasehold interests in the land (i.e., ground leases) or other similar agreements with terms different than the related operating lease for the property, may limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties without the ground landlord’s consent, all of which may impair their value; reductions in the level of demand for commercial space generally, and freestanding net leased properties specifically, and changes in the relative popularity of our tenants and/or properties; increases in the supply of freestanding single-tenant properties; 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; 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; loss of property rights, adverse impacts on our tenants’ business operations and/or increases in tenant vacancies resulting from eminent domain proceedings; civil unrest, acts of God, including earthquakes, floods, hurricanes and other natural disasters, including extreme weather events or damage from rising sea levels from possible future climate change, which may result in uninsured losses, and acts of war or terrorism; and changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, governmental fiscal policies and the ADA. In addition, our properties are subject to the ADA and while our tenants are obligated to comply with the ADA and may be obligated under our leases to pay for the costs associated with compliance with the ADA, if compliance involves expenditures that are greater than anticipated or if tenants fail or are unable to comply, we may be required to incur expenses to bring a property into compliance. Any or all of these factors could materially adversely affect our results of operations through decreased revenues or increased costs. 14 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 commercial general liability, flood, earthquake, and property and rental loss insurance covering all of the properties in our portfolio under one or more blanket insurance policies with policy specifications, limits and deductibles customarily carried for similar properties. We carry professional liability, directors’ and officers’ insurance, and cyber liability insurance. We select policy specifications and insured limits that we believe are appropriate and adequate given the relative risk of loss, insurance coverages provided by tenants, 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 certain coverages 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. We do not carry insurance for certain losses and certain types of losses may be either uninsurable or not economically insurable, such as losses due to nuclear explosions, 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. 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. We face possible risks associated with the physical effects of climate change which could have a material adverse effect on our properties, operations and business. Climate change, including rising sea levels, flooding, extreme weather, changes in precipitation and temperature, and air quality, may result in physical damage to, a decrease in demand for, and/or a decrease in rent from and value of our properties located in the areas affected by these conditions. A number of our properties are located in areas that have historically been impacted by earthquakes, floods, hurricanes, and tornadoes. To the extent climate change causes increased changes in weather patterns, our markets could experience heightened storm intensity and rising sea-levels. These conditions could result in declining demand for leased space in our buildings or an inability to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we and/or our tenants find acceptable. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business. 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 participate in and may in the future participate in additional transactions structured to purchase and dispose of assets jointly with unaffiliated third parties (a “joint venture”), including the management of these joint ventures. There are additional risks involved in joint venture transactions apart from those associated with purchasing property directly. For example, as a co-investor in a joint venture, we may not be in a position to exercise sole decision-making authority relating to significant decisions affecting the property. In addition, there is the potential of the co-participant in the joint venture becoming bankrupt and the possibility of diverging or inconsistent economic or business interests of us and that participant. We may also provide non-recourse guarantees of the indebtedness of the joint venture. 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. 15 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. There were no changes to our internal control over financial reporting that occurred during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, 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 adversely affected and we could fail to meet our reporting obligations. Historical 1031 real estate programs we manage may divert resources from our core business operations and may subject us to unexpected liabilities and costs. We continue to serve as the asset manager of certain 1031 real estate programs. While the volume of programs under management has been decreasing, we continue to manage the remaining properties which requires the allocation of staff and other Company resources. Continuing management of these programs may divert resources from our core business operations and could result in unexpected liabilities and costs, including potential litigation. Changes in accounting pronouncements could adversely impact our or our tenants’ reported financial performance. Accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time the Financial Accounting Standards Board and the SEC, who create and interpret appropriate accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of our financial statements. These changes could have a material impact on our reported financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly, these changes could have a material impact on our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate. 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 and senior management teams and staff supporting our continuing operations. If there are changes in senior leadership affecting our continuing operations, such changes could be disruptive and could compromise our ability to operate our business. 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. 16 Competition that traditional retail tenants face from e-commerce retail sales, or the integration of brick and mortar stores with e-commerce retailers, could adversely affect our business. Our retail tenants continue to face increased competition from e-commerce retailers. E-commerce sales continue to account for an increasing percentage of retail sales, and this trend is expected to continue as our retail tenants continue to look for ways to increase their e-commerce presence and/or integrate their brick and mortar stores with an e-commerce platform. These trends may have an impact on decisions that retailers make regarding their brick and mortar stores. Changes in shopping trends as a result of the growth in e-commerce may also impact the profitability of retailers that do not adapt to changes in market conditions. The continued growth of e-commerce sales could decrease the need for traditional retail outlets and reduce retailers' space and property requirements. These conditions could adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions. 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 or reputation, 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 (e.g., the application of banking or other malware to intercept funds) 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 (e.g., disruption of finance or accounting systems that process or receive payment obligations, manage cash, warehouse data and other processes and procedures), 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. In addition, from time to time, we update, modify or change our information systems and, although we have taken steps to protect the security of the data and systems, our security measures may not be able to prevent cyber incidents resulting from such modifications or changes. 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 (including training and recovery 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. The remediation of a cyber incident could result in significant unplanned expenditures and our cash flows and results of operations could be adversely affected. 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 Third Amended and Restated Agreement of Limited Partnership of the OP, as amended (the “LPA”), after holding 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 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 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. 17 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: general market conditions; the market’s perception of our future growth potential; the extent of investor interest; analyst reports about us and the REIT industry; 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; our financial performance and that of our tenants; our current debt levels; our current and expected future earnings; our cash flow and cash dividends, including our ability to satisfy the dividend requirements applicable to REITs; and 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, 2019, we had $5.7 billion of debt outstanding, including net premiums and net deferred financing costs. 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. We may incur substantial additional debt in the future, including borrowings under our Revolving Credit Facility and other types of debt, as our business strategy contemplates the use of debt to finance long-term growth and our organizational documents contain no limitations on the amount of debt that we may incur upon approval by our Board, without stockholder approval. We may incur additional debt for various purposes including, without limitation, the funding of future acquisitions, capital improvements and leasing commissions in connection with the repositioning of properties which would increase our debt service obligations. Our substantial outstanding indebtedness, and the limitations imposed on us by our debt agreements, could have significant adverse consequences, including as follows: 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; • we may be unable to pay off or refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness and will depend on, among other things, our financial condition and market conditions at the time, restrictions in the agreements governing our indebtedness, general economic and capital market conditions, the availability of credit from banks or other lenders, and investor confidence in us; 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; • • we may be forced to dispose of properties, possibly on disadvantageous terms; • we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt • • obligations; certain of the property subsidiaries’ loan documents may include restrictions that limit the subsidiary’s ability to take certain actions with respect to the property, including restrictions on the subsidiary’s ability to make dividends to us or restrictions that require us to obtain lender consent which could adversely affect our ability to sell, lease or otherwise address issues with the property; certain of our borrowings, and our future borrowings may, bear interest at variable rates and 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; • 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 exercise their rights under any assignment of rents and leases; • we may be vulnerable to general adverse economic and industry conditions; and • we may be 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 Agreement, or the indenture governing the Senior Notes), we may automatically be in default under any other loan or indenture that has cross-default provisions (including the Credit Agreement), and (x) further borrowings under the Credit Facility will be prohibited, and outstanding indebtedness under the Credit Facility, and our indenture (including the indenture governing the Senior Notes) or such other loans may be accelerated and (y) to the extent any such debt is secured, directly or 18 indirectly, by any properties or assets, the lenders may foreclose on the properties or assets securing such indebtedness. 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. 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, the REIT provisions of the Internal Revenue Code may limit our ability to hedge our liabilities. Generally, 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 taxable REIT subsidiaries (“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. 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 comply with customary affirmative and negative covenants and other financial and operating covenants that, among other things, restrict our ability to take specific actions (e.g., consummate a merger, consolidation or sale of all or substantially all of our assets or incur or guarantee additional secured and unsecured indebtedness). In addition, the indenture governing our Senior Notes requires us, among other things, to maintain a maximum unencumbered leverage ratio and the Credit Agreement requires us, among other things, to maintain a maximum consolidated leverage ratio, a minimum fixed charge coverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio and a minimum unencumbered interest coverage ratio. The Credit Agreement also includes customary restrictions on, among other items, liens, negative pledges, intercompany transfers, fundamental changes, transactions with affiliates and restricted payments. 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 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. Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms. Credit rating agencies continually evaluate their ratings for the companies that they follow, including us. 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. The credit rating agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall view of our industry. Our Senior Notes are periodically rated by nationally recognized credit rating agencies, but we cannot be sure that credit rating agencies will maintain their ratings on the Senior Notes. Our current corporate credit and issue-level ratings for our Senior Notes are “BBB-” with a “stable” outlook from Standard & Poor’s Rating Services, “Baa3” with a “positive” outlook assigned by Moody’s Investor Service, Inc., and are “BBB” with a “stable” outlook assigned by Fitch Ratings, Inc. A deterioration in our credit ratings could 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 our Senior Notes. We may be adversely affected by changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates. In July 2017, the Financial Conduct Authority (“FCA”) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR. We are not able to predict when LIBOR will cease to be published or precisely how SOFR will be calculated and published. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR 19 may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form. We have contracts that are indexed to LIBOR and are monitoring and evaluating the related risks, which include interest amounts on our variable rate debt and the swap rate for our interest rate swaps. In the event that LIBOR is discontinued, the interest rates will be based on a fallback reference rate specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the alternative reference rate could vary from the underlying exposure or be higher and more volatile than LIBOR. Certain risks arise in connection with transitioning contracts to an alternative reference rate, including any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require substantial negotiation with each respective counterparty. If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact is likely to vary by contract. If LIBOR is discontinued or if the method of calculating LIBOR changes from its current form, interest rates on our current or future indebtedness may be adversely affected. While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified. Risks Related to Equity 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 may amend our charter from time to time to increase or decrease the aggregate number of shares of our stock, or of any class or series of stock 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 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 outstanding capital stock. The issuance of any such stock could also have the effect of diluting our existing equity holders and our expected earnings per share or delaying or preventing a change of control transaction that might otherwise be in the best interests of our stockholders. The trading price of our Common Stock has been and may continue to be subject to wide fluctuations. The sales price of our Common Stock on the NYSE has fluctuated and may continue to fluctuate in response to a number of events and factors, including: future offerings of our debt and equity securities or the perception that such sales could occur; actual or anticipated variations in our operating results, earnings, or liquidity, or those of our competitors; changes in our dividend policy or our dividend yield relative to yields on other financial instruments; publication of research reports about us, our competitors, our tenants, or the REIT industry; changes in market valuations of companies similar to us; speculation in the press or investment community; our failure to meet, or changes to, our earnings estimates, or those of any securities analysts; increases in market interest rates; adverse market reaction to the amount of or the maturity of our debt and our ability to refinance such debt and the terms thereof; changes in our credit ratings; changes in our key management; the financial condition, liquidity, results of operations, and prospects of our tenants; regulatory changes affecting our industry or our tenants; failure to maintain our REIT qualification; general market and economic conditions, including the current state of the credit and capital markets; and as a result of the events or realization of the risks described in this “Risk Factors” section or in our future filings with the SEC. Future offerings of debt, which would be senior to our Common Stock upon liquidation, or preferred equity securities that may be senior to our Common Stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our Common Stock. In the future, we may issue debt or preferred equity securities. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our Common Stock. Additional equity offerings, including offerings of convertible preferred stock, may dilute the holdings of our existing stockholders or otherwise reduce the market price of our Common Stock, or both. Holders of our Common Stock are not entitled to preemptive rights or other protections against dilution. Preferred stock, if issued, could have a preference on liquidating 20 distributions or a preference on distribution payments that could limit our ability to make distributions to holders of our Common Stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our Common Stock and diluting their stock holdings in us. 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 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. Risks Relating to our Real Estate Investments 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. Further, environmental laws may impose liabilities, costs or operating limitations on our tenants which could adversely affect our tenants’ operations and their ability to make rental payments to us. Although our properties are generally 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 finance or sell any affected properties. Our build-to-suit acquisitions are subject to additional risks related to properties under development. From time to time, we engage in build-to-suit acquisitions 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, and if other conditions have been met, such as there being an effective lease for the property, and the tenant having accepted the property and commenced paying rent. We may also engage in development and construction activities involving existing properties, including the construction of new buildings or the expansion of existing facilities (typically at the request of a tenant) or the development or build-out of vacant space. 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 and land use concerns of governmental entities and/or community groups, and the 21 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 revenue 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. 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, 2019, we owned approximately 99.9% 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, as well as certain provisions in the LPA, 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. Further, 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; the ability of the General Partner in some cases to amend the LPA without the consent of the limited partners; the right of the limited partners to 22 consent to transfers of the general partnership interest of the General Partner and mergers or consolidations of the Company under specified limited circumstances; and 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. 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, operations and other governance matters, will be determined by the Board. These policies may be amended or revised at any time and from time to time at the discretion of the Board without a vote of our stockholders. In addition, the Board 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 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 personal 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 determines that not qualifying as a REIT is in our best interests, or the qualification may be terminated 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. 23 Accordingly, we cannot be certain that we have been or will be successful in continuing 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 (which may cause us to forgo or defer sales of properties that otherwise would be favorable). 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 TRS. 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. We may use TRSs generally to hold properties for sale in the ordinary course of business or to hold assets or conduct activities that we cannot conduct directly as a REIT. Our TRS will be subject to applicable U.S. federal, state, local and foreign income tax on their taxable income. 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 TRS, 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. Complying with REIT requirements (including annual distribution requirements) may force us to forgo or liquidate otherwise attractive investment opportunities . This could reduce our operating flexibility, cause us to borrow funds during unfavorable market conditions, delay or hinder our ability to meet our investment objectives and reduce your overall return. In order to qualify as a REIT, we must satisfy certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. For example, 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. We must also meet the REIT gross income tests annually and that at the end of each calendar quarter which generally require that 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. 24 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. 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, sell assets or make taxable stock dividends. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. 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, it would be taxed 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 which 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 such partnership or limited liability company would be subject to taxation as a corporation, thereby reducing distributions to the Operating Partnership. Such a recharacterization of a subsidiary could also threaten our ability to maintain our REIT qualification. We may be subject to adverse legislative or regulatory tax changes including changes that modify the taxation of REITs and their shareholders increasing tax liability as well as reduce our operating flexibility and the market price of our capital stock. Numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments in shares of our Common Stock. In particular, on December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law which included changes to the Internal Revenue Code that affect the taxation of REITs and their stockholders. Among other changes, the TCJA permanently reduced the generally applicable corporate tax rate, generally reduced the tax rate applicable to individuals and other non-corporate taxpayers for tax years before January 1, 2026, eliminated or modified certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes), and, for taxable years before January 1, 2026, provided for preferential rates of taxation through a deduction of up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. Dividends payable by REITs are generally not eligible for the reduced tax rate applicable to qualified dividend income payable to US stockholders that are individuals, trusts or estates. This deduction provided by the TCJA mitigates but does not eliminate the difference in the effective tax rates between REIT dividends and qualified dividends. The TCJA also imposed new limitations on the deduction of net operating losses and requires us to recognize income for tax purposes no later than when we take it into account on our financial statements, which may result in us having to make additional taxable distributions to our stockholders in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. The effect of the significant changes made by the TCJA is still uncertain, and administrative guidance will be required in order to fully evaluate the effect of many provisions. The effect of any technical corrections with respect to the TCJA could have an adverse effect on us or our stockholders. 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. Further, 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. 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 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. 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, and for any year in which we fail to be a “publicly offered” REIT within the meaning of Section 562 of the Internal Revenue Code, 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.” We believe we qualify as a publicly offered REIT, but there can be no assurance that we will continue to so qualify. A dividend is not a preferential dividend if the distribution is pro rata among all outstanding shares of stock within 25 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 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 prior to January 1, 2015 (or any later year in which we are not a publicly offered REIT), 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. 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,” which 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. While we believe that we are a domestically- controlled qualified investment entity, our Common Stock is publicly traded, and so no assurances can be given. 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. While we anticipate that our shares will be “regularly traded” on an established securities market for the foreseeable future, 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. Unless exempted by the Board, 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, 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 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. These restrictions on transferability and ownership will not apply, however, if the Board 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. 26 Item 1B. Unresolved Staff Comments. None. Item 2. Properties. The Company is the lessee for our corporate office space, including our corporate headquarters, which is located in Phoenix, Arizona. As of December 31, 2019, the Company owned 3,858 operating properties comprising 89.5 million square feet of retail and commercial space located in 49 states and Puerto Rico, of which 99.1% was leased with a weighted-average remaining lease term of 8.3 years, which includes the pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures and omits the square feet of one redevelopment property. 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 10 – 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. 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(cid:85)(cid:73)(cid:70)(cid:1)(cid:48)(cid:81)(cid:70)(cid:83)(cid:66)(cid:85)(cid:74)(cid:79)(cid:72)(cid:1)(cid:49)(cid:66)(cid:83)(cid:85)(cid:79)(cid:70)(cid:83)(cid:84)(cid:73)(cid:74)(cid:81)(cid:8)(cid:84)(cid:1)(cid:48)(cid:49)(cid:1)(cid:54)(cid:79)(cid:74)(cid:85)(cid:84)(cid:15)(cid:1)(cid:34)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:39)(cid:70)(cid:67)(cid:83)(cid:86)(cid:66)(cid:83)(cid:90)(cid:1)(cid:19)(cid:18)(cid:13)(cid:1)(cid:19)(cid:17)(cid:19)(cid:17)(cid:13)(cid:1)(cid:85)(cid:73)(cid:70)(cid:83)(cid:70)(cid:1)(cid:88)(cid:70)(cid:83)(cid:70)(cid:1)(cid:18)(cid:21)(cid:1)(cid:83)(cid:70)(cid:68)(cid:80)(cid:83)(cid:69)(cid:1)(cid:73)(cid:80)(cid:77)(cid:69)(cid:70)(cid:83)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:48)(cid:49)(cid:1)(cid:54)(cid:79)(cid:74)(cid:85)(cid:84)(cid:15)(cid:1) (cid:19)(cid:25) Recent Sales of Unregistered Securities During 2019, the Operating Partnership redeemed an aggregate of 37,108 Series F Preferred Units for 37,108 shares of Series F Preferred Stock. Additionally, the General Partner issued an aggregate of 130,291 shares of Common Stock in redemption of 130,291 Limited Partner OP Units (which refers to OP Units issued to parties other than the General Partner). These shares of Series F Preferred Stock and Common Stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, based upon factual representations received from the limited partners who received the shares of Series F Preferred Stock and Common Stock. 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, 2019: Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total _______________________________________________ Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Securities Available For Future Issuance Under Equity Compensation Plans (1) (excluding securities reflected in column (a)) (c) 5,362,030 $ — 5,362,030 $ 7.57 — 7.57 96,679,922 — 96,679,922 (1) Represents the total number of shares of Common Stock reserved for the issuance of equity under our equity-based compensation plans. Shares available under the Equity Plan are equal to 10.0% of the total number of issued and outstanding shares of our Common Stock (on a fully diluted basis assuming the redemption of all OP Units for shares of Common Stock) at any time. As such, the number of shares available for issuance under the Equity Plan changes automatically with changes in the total number of outstanding shares of Common Stock, outstanding OP Units, and dilutive securities. See Note 13– Equity- based Compensation to our consolidated financial statements for a discussion of the Company’s equity-based compensation plans. Repurchases of Equity Securities Period October 1, 2019 - October 31, 2019 November 1, 2019 - November 30, 2019 December 1, 2019 - December 31, 2019 Total _______________________________________________ Total Number of Shares/ Units Redeemed (1) Redemption Price Per Share/Unit — $ — 8,000,000 8,000,000 $ — — 25.00 25.00 (1) During the three months ended December 31, 2019, the Company redeemed an aggregate of 8.0 million shares of its Series F Preferred Stock. 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 2019, there were no repurchased shares of Common Stock or corresponding OP Units made in order to satisfy the minimum tax withholding obligation for state and federal payroll taxes as all employee restricted shares of Common Stock (“Restricted Shares”) had previously vested during the year ended December 31, 2019. There were also no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the fourth quarter of 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price of $5.6 million under the 2018 Share Repurchase Program. See Note 13– Equity-based Compensation for further discussion of the share repurchase programs. 29 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: Balance sheet data: Total real estate investments, at cost Total assets Total debt, net Total liabilities Total equity Operating data: Rental revenue Litigation and non-routine costs, net (1) Impairments Total other operating expenses Total gain (loss) on dispositions and assets held for sale Interest and other expenses, net Provision for income taxes (Loss) income from continuing operations Income (loss) from discontinued operations, net of income taxes (2) Net (loss) income Net loss (income) attributable to non-controlling interests (3) Net (loss) income attributable to General Partner Cash flow data: Net cash flows (used in) provided by operating activities Net cash flows provided by (used in) investing activities Net cash flows used in financing activities Per share data: Basic and diluted net loss per share from continuing operations attributable to common stockholders Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders Basic and diluted net loss per share attributable to common stockholders (4) Weighted-average number of shares of Common Stock outstanding - basic and diluted (5) Cash dividends declared per common share 2019 2018 2017 2016 2015 December 31, $ 14,843,870 $ 13,280,680 $ 5,705,725 $ 6,437,402 $ 6,843,278 $ 15,604,839 $ 13,963,493 $ 6,087,922 $ 6,663,349 $ 7,300,144 $ 15,615,375 $ 14,705,578 $ 6,073,444 $ 6,662,702 $ 8,042,876 $ 15,584,442 $ 15,587,574 $ 6,367,248 $ 6,968,041 $ 8,619,533 $ 16,784,721 $ 17,405,866 $ 8,059,802 $ 8,691,907 $ 8,713,959 2019 2018 2017 2016 2015 Year Ended December 31, $ 1,237,234 (815,422) (47,091) (689,317) 292,647 (280,895) (4,262) (307,106) $ 1,257,867 (290,963) (54,647) (834,644) 94,331 (258,568) (5,101) (91,725) $ 1,252,285 (47,960) (50,548) (897,524) 61,536 (259,412) (6,882) 51,495 $ 1,335,447 (3,884) (182,820) (959,714) 45,524 (304,304) (7,136) (76,887) $ 1,441,135 (33,628) (91,755) (1,025,962) (72,311) (351,882) (4,589) (138,992) — (307,106) 6,753 (300,353) $ 3,695 (88,030) 2,256 (85,774) $ (19,117) 32,378 (560) 31,818 $ (123,937) (200,824) 4,961 (195,863) $ (184,500) (323,492) 7,139 (316,353) (107,603) $ 613,218 $ (525,398) $ $ 493,914 151,119 $ (655,406) $ 859,695 797,948 $ 793,267 (274,106) $ 941,417 881,637 (756,595) $ (1,506,985) $ (2,151,604) $ $ (0.37) $ (0.17) $ (0.02) $ (0.16) $ (0.23) — 0.00 (0.02) (0.13) (0.20) (0.37) $ (0.16) $ (0.04) $ (0.29) $ (0.43) $ $ $ $ $ $ 998,139,969 0.55 $ 969,092,268 0.55 $ 974,098,652 0.55 $ 931,422,844 0.55 $ 903,360,763 0.28 $ _______________________________________________ (1) The Company's operations were impacted by litigation and investigations prompted by the results of the Audit Committee Investigation beginning in 2014 through 2019. (2) On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. Substantially all of the Cole Capital segment is reflected in the financial statements as discontinued operations. (3) Represents loss or income attributable to limited partners and consolidated joint venture partners. (4) Amounts may not total due to rounding. (5) For all periods presented, the effect of certain unvested Restricted Shares or unvested restricted stock units (“Restricted Stock Units”), stock options (“Stock Options”) and OP Units outstanding were excluded from the weighted-average share calculation as the effect would be antidilutive. During the year ended December 31, 2019, all Restricted Shares vested. 30 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 VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has 3,858 retail, restaurant, office and industrial operating properties with an aggregate 89.5 million rentable square feet, of which 99.1% was leased as of December 31, 2019, with a weighted-average remaining lease term of 8.3 years. 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 assumptions or 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 In connection with prior mergers, we recorded goodwill as a result of the merger consideration exceeding the net assets acquired. We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. As part of the annual qualitative assessment performed during the fourth quarter of each year, we evaluate relevant events and circumstances that affect the fair value or carrying value including, but not limited to, the following: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets. • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development. • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows. • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation. • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely- than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit. • Sustained decrease in share price (both in absolute terms and relative to peers). 31 We performed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the qualitative analysis, we believe that it is more-likely-than-not that the fair value is greater than the carrying value. As such, no further testing was performed. 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 affect 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. The evaluation of real estate assets for potential impairment requires our management to exercise significant judgment and make certain key assumptions. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of our tenants. Changes related to management’s intent to sell or lease the real estate assets used to develop the forecasted cash flows may have a material impact on our financial results. Allocation of Purchase Price of Real Estate Assets 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. • We determine whether any financing assumed is above- or below- market based upon comparison to similar financing terms for similar investment properties. Recently Issued Accounting Pronouncements Recently issued accounting pronouncements are described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements. 32 Operating Highlights and Key Performance Indicators 2019 Activity Operations • • • • Acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million, which includes $2.3 million of external acquisition-related expenses that were capitalized. Disposed of 201 properties, including the sale of six consolidated properties to the Industrial Partnership and one property sold through a foreclosure, for an aggregate gross sales price of $1.2 billion, of which the Company’s share was $1.1 billion, resulting in proceeds of $1.1 billion after closing costs. The Company recorded a gain of $293.9 million related to the sales. Entered into agreements to settle outstanding litigation and reached an agreement on the material terms of a negotiated resolution relating to the SEC’s investigation pertaining to the findings of the Audit Committee Investigation, among other things. Recorded $10.5 million of restructuring expenses related to reorganization of business related to the termination of the Services Agreement in 2019 and the sale of the Company’s investment management segment, Cole Capital, in 2018. Debt • • • • • • • • • Reduced the capacity under the Revolving Credit Facility from $2.0 billion to $1.5 billion. Entered into interest rate swap agreements with an aggregate $900.0 million notional amount to hedge interest rate volatility. Due to an improvement in the Company’s credit rating during the fourth quarter, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and the interest rate spread on the Revolving Credit Facility was reduced by 20 bps to LIBOR + 1.00%. Entered into forward starting interest rate swaps with a total notional amount of $400.0 million. The swaps are structured to hedge our interest rate risk associated with anticipated issuance of 10-year public debt. The Company’s 2019 Senior Notes matured and the principal outstanding balance of $750.0 million, plus accrued and unpaid interest thereon, was repaid utilizing borrowings under the Credit Facility Term Loan. The Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 2029 Senior Notes. The Company’s 2021 Senior Notes consisting of $400.0 million aggregate principal amount were redeemed, and the principal plus accrued and unpaid interest thereon was repaid. Repurchased $80.7 million of the 2020 Convertible Notes. Total secured debt decreased by $388.1 million, from $1.9 billion to $1.5 billion. Equity • • • • Completed a public equity offering of 94.3 million shares of Common Stock for net proceeds, after underwriting discounts and offering expenses, of $886.9 million. Aggregate shares issued under the continuous equity offering programs totaled 14.1 million at a weighted average price per share of $9.18, for gross proceeds of $129.1 million. Redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends. Declared a quarterly dividend of $0.1375 per share of Common Stock for each quarter of 2019, representing an annualized dividend of $0.55 per share. 33 (cid:51)(cid:70)(cid:66)(cid:77)(cid:1)(cid:38)(cid:84)(cid:85)(cid:66)(cid:85)(cid:70)(cid:1)(cid:49)(cid:80)(cid:83)(cid:85)(cid:71)(cid:80)(cid:77)(cid:74)(cid:80)(cid:1)(cid:46)(cid:70)(cid:85)(cid:83)(cid:74)(cid:68)(cid:84) 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The following table shows the property statistics of our operating properties as of December 31, 2019 and 2018: Portfolio Metrics Operating properties Rentable square feet (in millions) (1) Economic occupancy rate (1)(2) Investment-grade tenants (1)(3) ____________________________________ 2019 3,858 89.5 99.1% 38.6% 2018 3,994 95.0 98.8% 41.9% (1) As of December 31, 2019, rentable square feet, economic occupancy rate and annualized rental income include the Company’s pro rata share of square feet and annualized rental income from the Company’s unconsolidated joint ventures. As of December 31, 2019, rentable square feet and economic occupancy rate exclude one redevelopment property. (2) Economic occupancy rate equals the sum of square feet leased (including space subject to month-to-month agreements) divided by rentable square feet. (3) Based on annualized rental income of our real estate portfolio as of December 31, 2019, 2018 and 2017, respectively. Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Financial Services LLC or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc. The ratings may reflect those assigned by Standard & Poor’s Financial Services LLC 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 operating properties as of December 31, 2019 and 2018: Economic Metrics Weighted-average lease term (in years) (1) Lease rollover: (1)(2) Annual average Maximum for a single year ____________________________________ 2019 8.3 6.9% 10.9% 2018 8.9 5.5% 7.2% (1) Based on annualized rental income of our real estate portfolio as of December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, includes the Company’s pro rata share of annualized rental income from the Company’s unconsolidated joint ventures. (2) Through the end of the next five years as of the respective reporting date. 35 Operating Performance In addition, management uses the following financial metrics to assess our operating performance (dollar amounts in thousands, except per share amounts). Data presented includes both continuing operations, which primarily represent the Company's real estate operations, and discontinued operations, which represent substantially all of Cole Capital, except as otherwise indicated. Financial Metrics Rental revenue (1) (Loss) income from continuing operations Income (loss) from discontinued operations, net of income taxes Basic and diluted net loss per share from continuing operations attributable to common stockholders Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders Basic and diluted net loss per share attributable to common stockholders (2) FFO attributable to common stockholders and limited partners from continuing operations (3) FFO attributable to common stockholders and limited partners from discontinued operations (3) FFO attributable to common stockholders and limited partners (3) AFFO attributable to common stockholders and limited partners from continuing operations (3) AFFO attributable to common stockholders and limited partners from discontinued operations (3) AFFO attributable to common stockholders and limited partners (3) AFFO attributable to common stockholders and limited partners from continuing operations per diluted share (3) AFFO attributable to common stockholders and limited partners from discontinued operations per diluted share (3) AFFO attributable to common stockholders and limited partners per diluted share (3) ____________________________________ Year Ended December 31, 2019 2018 1,237,234 $ (307,106) $ — $ 1,257,867 (91,725) 3,695 (0.37) $ (0.17) — (0.37) $ 0.00 (0.16) (138,372) $ 434,371 — 3,695 (138,372) $ 438,066 706,935 $ 710,688 — 3,202 706,935 $ 713,890 0.69 $ — 0.69 $ 0.72 0.00 0.72 $ $ $ $ $ $ $ $ $ $ $ (1) Represents continuing operations as presented on the statements of operations in accordance with U.S. GAAP. (2) Amounts may not total due to rounding. See Note 16 – Net Income (Loss) Per Share/Unit for calculation of net (loss) income per share. (3) See the Non-GAAP Measures section below for descriptions of our non-GAAP measures and reconciliations to the most comparable U.S. GAAP measure. 36 Property Financing Our mortgage notes payable consisted of the following as of December 31, 2019 and 2018 (dollar amounts in thousands): December 31, 2019 (4) December 31, 2018 _______________________________________________ Encumbered Properties Outstanding Loan Amount 355 459 $ $ 1,529,057 1,917,132 Weighted Average Effective Interest Rate (1)(2) Weighted Average Maturity (3) 5.05% 4.93% 2.8 3.4 (1) Effective interest rates ranged from 2.8% to 6.0% at December 31, 2019, 3.1% to 6.1% at December 31, 2018, and 3.1% to 7.2% at December 31, 2017. (2) Weighted average effective interest rate is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate would increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Omits mortgage notes associated with unconsolidated joint ventures of $269.3 million, which is non-recourse to the Company. The mortgage notes have a weighted-average fixed interest rate of 3.57% and mature on June 6, 2024. In addition, we have financing which is not secured by interests in real property, which is described under Liquidity and Capital Resources. Future Lease Expirations The following is a summary of lease expirations for the next 10 years and beyond at the operating properties we owned as of December 31, 2019 (dollar amounts and square feet in thousands): Year of Expiration 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Thereafter Total 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 154 179 243 288 254 241 223 350 307 140 683 3,062 2,982 8,510 8,015 6,202 10,013 4,569 7,970 6,983 5,902 5,440 22,125 88,711 3.4% $ 9.6% 9.0% 6.8% 11.3% 5.0% 8.9% 7.9% 6.6% 6.1% 24.5% 99.1% $ 33,486 78,469 74,995 76,927 120,825 60,565 76,442 98,175 70,492 53,488 368,355 1,112,219 3.0% 7.1% 6.7% 6.9% 10.9% 5.4% 6.9% 8.8% 6.3% 4.8% 33.2% 100.0% _______________________________________________ (1) The Company has certain leases comprised of multiple properties. Results of Operations On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital, which is presented as discontinued operations for all periods presented. The Company’s continuing operations represent primarily those of the real estate investment segment. Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for a discussion of 2017 items and a comparison of the years ended December 31, 2018 and 2017. Rental Revenue The table below sets forth, for the periods presented, rental revenue information and the dollar amount change year over year (dollar amounts in thousands): Rental revenue $ 1,237,234 $ 1,257,867 $ (20,633) Year Ended December 31, 2019 2018 2019 vs 2018 Increase/ (Decrease) 37 The decrease in rental revenue of $20.6 million during the year ended December 31, 2019 as compared to the same period in 2018 was primarily due to real estate dispositions, partially offset by real estate acquisitions. Subsequent to January 1, 2018, the Company acquired 118 occupied properties for an aggregate purchase price of $904.3 million and disposed of 351 consolidated properties for an aggregate sales price of $1.6 billion. Operating Expenses The table below sets forth, for the periods presented, certain operating expense information and the dollar amount change year over year (dollar amounts in thousands): Acquisition-related Litigation and non-routine costs, net Property operating General and administrative Depreciation and amortization Impairments Restructuring Total operating expenses Acquisition-Related Expenses Year Ended December 31, 2019 2018 2019 vs 2018 Increase/ (Decrease) $ 4,337 $ 815,422 129,769 62,711 481,995 47,091 10,505 3,632 290,963 126,461 63,933 640,618 54,647 $ $ $ $ $ $ — $ 705 524,459 3,308 (1,222) (158,623) (7,556) 10,505 $ 1,551,830 $ 1,180,254 $ 371,576 Acquisition-related expenses consist of allocated internal salaries related to time spent on acquiring commercial properties and costs associated with unconsummated deals. Litigation and non-routine costs, net Litigation and non-routine costs, net increased $524.5 million during the year ended December 31, 2019 as compared to the same period in 2018. The increase was primarily due to a $587.0 million increase in litigation settlement costs to $820.2 million during the year ended December 31, 2019 as compared to $233.2 million during the same period 2018, which related to litigation filed as a result of the findings of the Audit Committee Investigation. This increase was offset by $48.4 million of insurance recoveries received pursuant to a settlement and release agreement with certain insurance carriers, related to litigation filed as a result of the findings of the Audit Committee Investigation and $26.5 million of other recoveries related to the surrender of Limited Partner OP Units by the Former Manager and certain of its principals as described in Note 12 – Equity. Property Operating Expenses Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non- reimbursable property expenses. The increase in property operating expenses of $3.3 million during the year ended December 31, 2019 as compared to the same period in 2018 was primarily due to additional reimbursable ground rent recorded in conjunction with the adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”) on January 1, 2019 and an increase in reimbursable operating expenses, offset by the net impact of property dispositions and acquisitions. General and Administrative Expenses The decrease in general and administrative expenses of $1.2 million during the year ended December 31, 2019 as compared to the same period in 2018 was primarily due to a decrease in insurance expenses and bank fees. Depreciation and Amortization Expenses The decrease in depreciation and amortization expenses of $158.6 million during the year ended December 31, 2019 as compared to the same period in 2018 was primarily due to furniture and fixtures that were fully depreciated during 2018, as they had reached the end of their useful lives, and real estate dispositions, partially offset by real estate acquisitions. 38 Impairments Impairments of $47.1 million recorded during the year ended December 31, 2019 relate to certain office, retail and restaurant properties that, during 2019, management identified for potential sale or determined, based on discussions with the current tenants, would not be re-leased by the tenant and the Company believes the property will not be leased to another tenant at a rental rate that supports the current book value. Restructuring Expenses During the year ended December 31, 2019, the Company recorded $10.5 million of restructuring expenses related to the reorganization of the business after the sale of its investment management segment, Cole Capital, and cessation of services performed pursuant to the Services Agreement. Other Income, Provision for Income Taxes and Income (Loss) from Discontinued Operations The table below sets forth, for the periods presented, certain financial information and the dollar amount change year over year (dollar amounts in thousands): Interest expense (Loss) gain on extinguishment and forgiveness of debt, net Other income, net Equity in income and gain on disposition of unconsolidated entities Gain on disposition of real estate and real estate assets held for sale, net Provision for income taxes Income (loss) from discontinued operations, net of income taxes Interest Expense Year Ended December 31, 2019 2018 $ (278,574) $ (280,887) $ (17,910) 12,971 2,618 292,647 (4,262) — 5,360 15,090 1,869 94,331 $ $ $ $ (5,101) $ 3,695 $ 2019 vs 2018 Increase/ (Decrease) 2,313 (23,270) (2,119) 749 198,316 839 (3,695) The decrease in interest expense of $2.3 million during the year ended December 31, 2019 as compared to the same period in 2018 was primarily due to a decrease in average debt outstanding. (Loss) Gain on Extinguishment and Forgiveness of Debt, Net The loss on extinguishment and forgiveness of debt, net was $17.9 million during the year ended December 31, 2019 as compared to the gain on extinguishment and forgiveness of debt, net of $5.4 million for the same period in 2018. During the year ended December 31, 2019, the Company recognized losses on extinguishment of debt related to the redemption of $400.0 million of the 2021 Senior Notes, prepayments of mortgage notes payable, and the repurchase of $80.7 million of the 2020 Convertible Notes, offset by a gain on the foreclosure sale of one property. During the year ended December 31, 2018, the Company recognized a gain related to one deed-in-lieu of foreclosure transaction with the lender of a mortgage loan, which was secured by one property. Other Income, Net The decrease in other income, net of $2.1 million during the year ended December 31, 2019 as compared to the same period in 2018 was primarily due to a $5.1 million gain in 2018 from measuring the Company’s investments in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V”) at fair value after the investments were no longer accounted for using the equity method and a $4.8 million payment received in 2018 related to a fully reserved loan receivable recorded in other income, offset by $4.2 million of payments received in 2019 related to the Company’s bankruptcy claims related to two prior tenants and a $2.2 million loss in 2018 related to the sale of six commercial mortgage-backed securities. Equity in Income and Gain on Disposition of Unconsolidated Entities The increase in equity in income and gain on disposition of unconsolidated entities of $0.7 million during the year ended December 31, 2019 as compared to the same period in 2018, was primarily due to the Company’s investment in the Industrial Partnership. Gain on Disposition of Real Estate and Real Estate Assets Held for Sale, Net 39 The increase in gain on disposition of real estate and real estate assets held for sale, net of $198.3 million during the year ended December 31, 2019 as compared to the same period in 2018, was due to the Company’s disposition of 200 properties, excluding one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate sales price of $1.2 billion which resulted in a gain of $293.9 million during the year ended December 31, 2019, as compared to the disposition of 148 properties, excluding one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate sales price of $526.4 million during the same period in 2018, which resulted in a gain of $96.2 million. During the year ended December 31, 2019, the Company also recognized a loss of $1.3 million related to assets classified as held for sale, as compared to a loss of $1.9 million during the same period in 2018. Provision for Income Taxes The provision for income taxes consists of certain state, local and federal income and franchise taxes. Income (Loss) from Discontinued Operations, Net of Income Taxes The change in income (loss) from discontinued operations, net of income taxes of $3.7 million during the year ended December 31, 2019 as compared to the same period in 2018 was primarily due to the completion of the sale of the company’s investment management segment, Cole Capital, on February 1, 2018. 40 Non-GAAP Measures Our results are presented in accordance with U.S. GAAP. We also disclose certain non-GAAP measures, as discussed further below. Management 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 supplemental performance measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. 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 adjusted for gains or losses from disposition of property, depreciation and amortization of real estate assets, impairment write-downs on real estate, and our pro rata share of FFO adjustments related to unconsolidated partnerships and joint ventures. We calculate FFO in accordance with Nareit’s definition 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 expenses, litigation and non-routine costs, net, loss on disposition of discontinued operations, net revenue or expense earned or incurred that is related to the Services Agreement, gains or losses on sale of investment securities or mortgage notes receivable, payments on fully reserved loan receivables and restructuring expenses. We also exclude certain non-cash items such as impairments of goodwill and intangible assets, straight-line rent, net of bad debt expense related to straight-line rent, net direct financing lease adjustments, gains or losses on derivatives, reserves for loan loss, gains or losses on the extinguishment or forgiveness of debt, non-current portion of the tax benefit or expense, equity-based compensation and amortization of intangible assets, deferred financing costs, premiums and discounts on debt and investments, above-market lease assets and below-market lease liabilities. We omit the impact of the Excluded Properties and related non-recourse mortgage notes from FFO to calculate AFFO. 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 publicly-traded REITs, as AFFO, or an equivalent measure, is routinely reported by publicly-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), 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) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. 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. 41 The table below presents FFO and AFFO for the years ended December 31, 2019 and 2018 (in thousands, except share and per share data) and includes both continuing operations, which primarily represent the Company's real estate operations, and discontinued operations, which represent substantially all of Cole Capital. Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for a discussion of 2017 items. Year Ended December 31, Net (loss) income Dividends on non-convertible preferred stock Gain on disposition of real estate assets and interests in unconsolidated joint ventures, net Depreciation and amortization of real estate assets Impairment of real estate Proportionate share of adjustments for unconsolidated entities FFO attributable to common stockholders and limited partners Acquisition-related expenses Litigation and non-routine costs, net Loss on disposition and held for sale loss on discontinued operations Payments received on fully reserved loans Loss (gain) on investment securities and mortgage notes receivable Loss (gain) on derivative instruments, net Amortization of premiums and discounts on debt and investments, net Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities Net direct financing lease adjustments Amortization and write-off of deferred financing costs Deferred and other tax benefit (1) Loss (gain) on extinguishment and forgiveness of debt, net Straight-line rent, net of bad debt expense related to straight-line rent (2) Equity-based compensation Restructuring expenses Other adjustments, net Proportionate share of adjustments for unconsolidated entities Adjustments for Excluded Properties $ 2019 (307,106) $ (68,488) (292,654) 480,064 47,091 2,721 (138,372) 4,337 815,422 — (133) 493 58 (5,312) 2,538 1,617 15,464 — 17,910 (28,032) 12,251 10,505 (773) (1,005) (33) 706,935 2018 (88,030) (71,892) (95,034) 637,097 54,647 1,278 438,066 3,632 290,309 1,815 (4,792) (4,092) (355) (3,486) 4,178 2,023 19,166 (1,855) (5,360) (39,723) 12,417 — 1,446 36 465 AFFO attributable to common stockholders and limited partners $ $ 713,890 Weighted-average shares of Common Stock outstanding - basic Effect of weighted-average Limited Partner OP Units and dilutive securities (3) Weighted-average shares of Common Stock outstanding - diluted (4) 998,139,969 969,092,268 20,094,822 24,145,875 1,018,234,791 993,238,143 AFFO attributable to common stockholders and limited partners per diluted share $ 0.69 $ 0.72 ____________________________________ (1) This adjustment represents the non-current portion of the benefit from income taxes in order to show only the current portion of the benefit from income taxes as an impact to AFFO. (2) Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue (3) and does not record bad debt expense for uncollectible accounts. In connection with the Class Action Settlement, the Former Manager and Former CFO surrendered 19.9 million Limited Partner OP Units that were canceled during the three months ended December 31, 2019. Dilutive securities include unvested Restricted Shares, unvested Restricted Stock Units and Stock Options. During the year ended December 31, 2019, all Restricted Shares vested. (4) Weighted-average shares for all periods presented exclude the effect of the convertible debt as the Company would expect to settle the debt with cash and any shares underlying Restricted Stock Units that are not issuable based on the Company’s level of achievement of certain performance targets through the respective reporting period. 42 Liquidity and Capital Resources General Our principal liquidity needs for the next twelve months and beyond are to: • fund normal operating expenses; • fund potential capital expenditures, tenant improvements and leasing costs; • meet debt service and principal repayment obligations, including balloon payments on maturing debt; • pay dividends; • pay litigation costs and expenses (including the cost of the SEC settlement); and • fund property acquisitions. We expect to be able to satisfy these obligations using one or more of the following sources: • cash flow from operations; • proceeds from real estate dispositions; • utilization of the existing Revolving Credit Facility; • cash and cash equivalents balance; and • issuance of VEREIT debt and equity securities. Common Stock Offering On September 26, 2019, the Company completed the Offering, selling a total of 94.3 million shares of Common Stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $886.9 million. The Company contributed the net proceeds from the Offering to the OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s common stock. Subsequent to September 30, 2019, the net proceeds of the Offering were used to pay amounts owed in connection with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes. Common Stock Continuous Offering Programs On September 19, 2016, the Company registered the Prior Program pursuant to which the Company could offer and sell, from time to time, in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year ended December 31, 2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for net proceeds of $41.8 million. The proceeds from the sale of shares were used for general corporate purposes, including funding potential acquisitions and repurchasing or repaying outstanding indebtedness. On April 15, 2019, the Company established the Current ATM Program, a new continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions. The Current ATM Program replaced the Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available to be sold under the Current ATM Program. Share Repurchase Programs On May 3, 2018, the Company’s Board of Directors terminated its 2018 Share Repurchase Program that permitted the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019, as market conditions warranted. On May 6, 2019, the Company’s Board of Directors authorized the 2019 Share Repurchase Program that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a specific time or in a specific situation and repurchases are influenced by prevailing market conditions, the trading price of the 43 Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock. There were no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price of $5.6 million under the 2018 Share Repurchase Program. Series F Preferred Stock and Series F Preferred OP Units During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends. As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding. 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, 2019, the Company disposed of 201 properties, including the sale of six consolidated properties to the Industrial Partnership and one property sold through a foreclosure, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion, resulting in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. We expect to continue to explore opportunities to sell additional properties to provide us further financial flexibility and to fund property acquisitions. Credit Facility Summary and Obligations On May 23, 2018, the Company, as guarantor, and the Operating Partnership, as borrower, entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto that allows for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion Revolving Credit Facility and a $900.0 million Credit Facility Term Loan. Effective December 27, 2019, the Company reduced its Revolving Credit Facility capacity from $2.0 billion to $1.5 billion. At December 31, 2019, $150.0 million was outstanding under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $50.0 million. As of December 31, 2019, letters of credit outstanding were $3.9 million. Subsequent to December 31, 2019, all letters of credit outstanding were terminated. The Revolving Credit Facility generally bears interest at an annual rate of LIBOR plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (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 plus 1.0%, determined on a daily basis. The Credit Facility Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to 1.75%, or Base Rate plus 0.00% to 0.75% (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. 44 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 Ratio of total indebtedness to total asset value Ratio of adjusted EBITDA to fixed charges Ratio of secured indebtedness to total asset value Ratio of unsecured indebtedness to unencumbered asset value Ratio of unencumbered adjusted NOI to unsecured interest expense The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of December 31, 2019. Corporate Bonds Summary and Obligations On February 6, 2019, the Company’s 2019 Senior Notes matured and the principal outstanding balance of $750.0 million, plus accrued and unpaid interest thereon, was repaid, utilizing borrowings under the Credit Facility Term Loan. On December 4, 2019, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 2029 Senior Notes. On December 20, 2019, the $400.0 million 2021 Senior Notes were redeemed, and the principal plus accrued and unpaid interest thereon was repaid. As of December 31, 2019, the Operating Partnership had $2.85 billion aggregate principal amount of Senior Notes outstanding. 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 Limitation on incurrence of secured debt Debt service coverage ratio Maintenance of total unencumbered assets As of December 31, 2019, the Company believes that it was in compliance with these financial covenants based on the covenant limits and calculations in place at that time. Convertible Debt Summary and Obligations During the year ended December 31, 2019, the Company repurchased $80.7 million of the 2020 Convertible Notes and paid accrued and unpaid interest thereon. As of December 31, 2019, the Company had $321.8 million aggregate principal amount of the 2020 Convertible Notes outstanding. The OP has issued corresponding identical convertible notes to the General Partner. There were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of December 31, 2019. 45 Mortgage Notes Payable Summary and Obligations As of December 31, 2019, the Company had non-recourse mortgage indebtedness of $1.5 billion, which was collateralized by 355 properties, reflecting a decrease from December 31, 2018 of $388.1 million during the year ended December 31, 2019, primarily related to prepayments of mortgage notes payable. Our mortgage indebtedness bore interest at the weighted-average rate of 5.05% per annum and had a weighted-average maturity of 2.8 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. 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. The Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends as of December 31, 2019. Derivative Activity As discussed in Note 6 – Debt and Note 7 – Derivatives and Hedging Activities, during the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%. During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt. Dividends On November 5, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend of $0.55 per share) for the fourth quarter of 2019 to stockholders of record as of December 31, 2019, which was paid on January 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit. Our Series F Preferred Stock, as discussed in Note 12 – 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). 46 Contractual Obligations The following is a summary of our contractual obligations as of December 31, 2019 (in thousands): Total Less than 1 year 1-3 years 4-5 years More than 5 years Principal payments - mortgage notes Interest payments - mortgage notes (1) Principal payments - Credit Facility Interest payments - Credit Facility (1) (2) Principal payments - corporate bonds Interest payments - corporate bonds Principal payments - convertible debt Interest payments - convertible debt Operating and ground lease commitments Other commitments (3) $ 1,529,057 $ 188,385 $ 588,466 $ 745,238 $ 210,667 1,050,000 119,683 2,850,000 796,198 321,802 11,531 334,977 4,345 74,251 — 38,281 — 119,988 321,802 11,531 22,287 4,345 102,135 150,000 72,246 — 239,976 — — 44,406 — 33,154 900,000 9,156 500,000 219,212 — — 42,827 — 6,968 1,127 — — 2,350,000 217,022 — — 225,457 — Total $ 7,228,260 $ 780,870 $ 1,197,229 $ 2,449,587 $ 2,800,574 ____________________________________ (1) Interest payments due in future periods on the $164.4 million of variable rate debt were calculated using a forward LIBOR curve. (2) As of December 31, 2019, we had $900.0 million of variable rate debt on the Credit Facility Term Loan effectively fixed through the use of interest rate swap agreements. We used the interest rates effectively fixed under our swap agreements to calculate the debt payment obligations in future periods. (3) Includes the Company’s share of capital expenditures related to an expansion project of the property held within an unconsolidated joint venture and letters of credit outstanding. Subsequent to December 31, 2019, all letters of credit outstanding were terminated. Cash Flow Analysis for the year ended December 31, 2019 Operating Activities – During the year ended December 31, 2019, net cash used in operating activities increased $601.5 million to $107.6 million from $493.9 million net cash provided by operating activities during the same period in 2018. The increase was primarily due to a $524.5 million increase in litigation and non-routine costs, net, including litigation settlements, paid during the year ended December 31, 2019. Investing Activities – Net cash provided by investing activities for the year ended December 31, 2019 increased $462.1 million to $613.2 million from $151.1 million during the same period in 2018. The increase was primarily related to an increase in cash proceeds from dispositions of real estate and joint ventures of $565.2 million and a decrease in investments in real estate assets of $106.0 million, offset by a decrease in net proceeds from disposition of discontinued operations of $122.9 million, a decrease in proceeds from the sale of CMBS and mortgage notes receivables of $37.1 million and an increase in payments for capital expenditures and leasing costs and real estate developments of $34.6 million. Financing Activities – Net cash used in financing activities of $525.4 million decreased $130.0 million during the year ended December 31, 2019 from $655.4 million during the same period in 2018. The decrease was primarily related to $1.0 billion of proceeds received from the issuance of Common Stock in 2019, offset by the redemption of $300.1 million of Series F Preferred Stock in 2019, an increase in payments on mortgage notes payable and other debt, including debt extinguishment costs of $236.2 million, and a decrease of $170.0 million in net proceeds related to the credit facilities, corporate bonds and convertible notes. In addition, during the year ended December 31, 2019, $192.0 million of payments were made related to the surrender of Limited Partner OP Units, with no comparable activity during the same period in 2018. Please refer to the discussion in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Form 10-K for the year ended December 31, 2018, filed February 21, 2019, for the cash flow analysis for the years ended December 31, 2018 and 2017. 47 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 of 1986, as amended, 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, 2019. 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. As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The Company conducted substantially all of the Cole Capital business activities 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 Puerto Rico and, as a result, it files income tax returns in the U.S. federal jurisdiction, Puerto Rico, 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. Related Party Transactions and Agreements Through the closing of the Cole Capital sale, we were contractually responsible for managing the Cole REITs’ affairs on a day-to-day basis. For further explanation of the various related party transactions, agreements and fees see Note 15 – Related Party Transactions and Arrangements to our consolidated financial statements in this report. 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 on 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, caps, collars, treasury locks, options and forwards 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. 48 Interest Rate Risk As of December 31, 2019, 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 $5.8 billion and $5.6 billion, respectively. Changes in market interest rates on our fixed rate debt impact the 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, 2019 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 of $217.6 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt of $236.0 million. As of December 31, 2019, our debt included variable-rate debt with a fair value and carrying value of $164.5 million and $164.4 million, respectively. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2019 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $1.6 million annually. See Note 6 – Debt to our consolidated financial statements. As of December 31, 2019, our interest rate swaps had a fair value that resulted in net liabilities of $27.8 million. See Note 7 – Derivatives and Hedging Activities to our consolidated financial statements for further discussion. As the information presented above includes only those exposures that existed as of December 31, 2019, 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. In July 2017, the FCA announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the related risks, which include interest amounts on our variable rate debt as discussed in Note 6 – Debt and the swap rate for our interest rate swaps, as discussed in Note 7 – Derivatives and Hedging Activities. See Item 1A. Risk Factors for further discussion on risks related to changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative reference rates. 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. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies 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. 49 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 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 SEC’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, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level 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 such term is 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 U.S. 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. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019. The effectiveness of our internal control over financial reporting as of December 31, 2019 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. Changes in Internal Control Over Financial Reporting No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is 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 SEC’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. 50 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, 2019 and determined that the disclosure controls and procedures were effective at a reasonable assurance level 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 such term is 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 U.S. 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. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019. Changes in Internal Control Over Financial Reporting No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the three months ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 51 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of VEREIT, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2019, of the Company and our report dated February 25, 2020, expressed an unqualified opinion on those financial statements. Basis for Opinion 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 Annual 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. 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. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Phoenix, Arizona February 25, 2020 52 Item 9B. Other Information. None 53 Item 10. Directors, Executive Officers and Corporate Governance. PART III The information required by this Item will be included in our 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. 54 Item 15. Exhibits and Financial Statement Schedules. Financial Statements PART IV The Financial Statements are included herein at pages F-1 through F-59. Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts is included herein on page F-60. Schedule III - Real Estate and Accumulated Depreciation is included herein on pages F-61 through F-178. Schedule IV - Mortgage Loans Held for Investment is included herein on page F-179. Exhibits The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (and are numbered in accordance with Item 601 of Regulation S-K): Exhibit No. Description 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 4.1 4.2 4.3 Articles of Amendment and Restatement of VEREIT, Inc. (Incorporated by reference to the Company’s Pre-Effective Amendment No. 5 to Form S-11 (Registration No. 333-172205), filed with the SEC on July 5, 2011). Articles Supplementary Relating to the Series A Convertible Preferred Stock of VEREIT, Inc., dated May 10, 2012 (Incorporated by reference to the Company’s Form 8-K (File No. 001-35263), filed with the SEC on May 15, 2012). Articles Supplementary Relating to the Series B Convertible Preferred Stock of VEREIT, Inc., dated July 24, 2012 (Incorporated by reference to the Company’s Form 8-K (File No. 001-35263), filed with the SEC on July 30, 2012). Articles Supplementary for the Series C Convertible Preferred Stock of VEREIT, Inc., dated June 6, 2013 (Incorporated by reference to the Company’s Form 8-K (File No. 001-35263), filed with the SEC on June 12, 2013). Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., effective July 2, 2013 (Incorporated by reference to the Company’s Form 8-K (File No. 001-35263), filed with the SEC on July 9, 2013). Articles Supplementary for the Series D Cumulative Convertible Preferred Stock of VEREIT, Inc., filed November 8, 2013 (Incorporated by reference to the Company’s Form 8-K (File No. 001-35263), filed with the SEC on November 15, 2013). Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., effective December 9, 2013 (Incorporated by reference to the Company’s Amended Current Report on Form 8-K/A (File No. 001-35263), filed with the SEC on December 20, 2013). Articles Supplementary Relating to the 6.70% Series F Cumulative Redeemable Preferred Stock of VEREIT, Inc., dated January 2, 2014 (Incorporated by reference to the Company’s Registration Statement on Form 8-A (File No. 333-190056), filed with the SEC on January 3, 2014). Articles of Amendment to Articles of Amendment and Restatement of VEREIT, Inc., dated July 28, 2015 (Incorporated by reference to the Company’s Form 8-K (File No. 001-35263), filed with the SEC on July 28, 2015). Articles Supplementary to Articles of Amendment and Restatement of VEREIT, Inc., dated August 5, 2015 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015). Amended and Restated Bylaws of VEREIT, Inc., effective as of January 1, 2016 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended September 30, 2015 filed with the SEC on November 5, 2015). Certificate of Limited Partnership of VEREIT Operating Partnership, L.P. (Incorporated by reference to the Company’s Registration Statement on Form S-4 (Registration No. 333-197780-01), filed with the SEC on August 1, 2014). Amendment to Certificate of Limited Partnership of VEREIT Operating Partnership, L.P., effective July 28, 2015 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015). Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P., effective January 3, 2014 (Incorporated by reference to the Company’s Amendment No. 2 to its Annual Report on Form 10-K/A (File No. 001-35263), for the year ended December 31, 2013 filed with the SEC on March 2, 2015). First Amendment to Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P., dated January 26, 2015 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015). Second Amendment to Third Amended and Restated Agreement of Limited Partnership of VEREIT Operating Partnership, L.P., dated July 28, 2015 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015). 55 Exhibit No. Description 4.4 4.6 4.7 4.8 4.9 4.10 4.11 4.13 4.14 4.15 4.16 4.17 4.18 4.19 Indenture, dated as of July 29, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on July 29, 2013). Second Supplemental Indenture, dated as of December 10, 2013, between American Realty Capital Properties, Inc. and U.S. Bank National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on December 11, 2013). Form of 3.75% Convertible Senior Notes due 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on December 11, 2013). 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 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014). Officer’s Certificate, dated as of February 6, 2014 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2014). First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc. and U.S. Bank National Association (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 13, 2015). Officer’s Certificate, dated as of June 2, 2016 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on June 3, 2016). Form of 4.875% Senior Notes due 2026 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on June 3, 2016). Officer’s Certificate, dated as of August 11, 2017 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on August 11, 2017). Form of 3.950% Senior Notes due 2027 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on August 11, 2017). Officer’s Certificate, dated as of October 16, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on October 16, 2018). Form of 4.625% Senior Notes due 2025 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on October 16, 2018). Officer’s Certificate, dated as of December 4, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on December 4, 2019). Form of 3.10% Senior Notes due 2029 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on December 4, 2019). 4.20* Description of VEREIT, Inc.’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934. 10.1 10.2 10.3 10.4† 10.5† 10.6† 10.7† 10.8† 10.9† Credit Agreement dated as of May 23, 2018 by and among VEREIT Operating Partnership, L.P., VEREIT, Inc., the financial institutions from time to time party thereto as lenders and Wells Fargo Bank, National Association, as the administrative agent (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on May 23, 2018). Purchase and Sale Agreement, dated as of November 13, 2017, by and between VEREIT Operating Partnership, L.P. and CCA Acquisition, LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on November 13, 2017). First Amendment to the Purchase and Sale Agreement, dated as of February 1, 2018, by and between VEREIT Operating Partnership, L.P. and CCA Acquisition, LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on February 7, 2018). Equity Plan, effective September 5, 2011 of VEREIT, Inc. (Incorporated by reference to the Company’s Pre-Effective Amendment No. 4 to Form S-11 (Registration No. 333-172205), filed with the SEC on June 13, 2011). First Amendment to VEREIT, Inc.’s Equity Plan, effective November 12, 2012 (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2014 filed with the SEC on March 30, 2015). Second Amendment to VEREIT, Inc.’s Equity Plan, effective February 28, 2013 (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2014 filed with the SEC on March 30, 2015). Form of Equity Plan Time-Based Restricted Stock Unit Award Agreement (CEO) (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21, 2019). Form of Equity Plan Time-Based Restricted Stock Unit Award Agreement (Executive Officers) (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21, 2019). Form of Equity Plan Time-Based Restricted Stock Unit Award Agreement (Employees) (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21, 2019). 56 Exhibit No. 10.10† 10.11† 10.12† 10.13† 10.14† 10.15† 10.16† 10.17† 10.18† 10.19† 10.20† 10.21† 10.22† 10.23† 10.24† 10.25† 10.26† 10.27† 10.28† 10.29† 10.30 Description Form of Equity Plan Performance-Based Restricted Stock Unit Award Agreement (Executive Officers and CEO) (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21, 2019). Form of Equity Plan Performance-Based Restricted Stock Unit Award Agreement (Employees) (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21, 2019). Form of Equity Plan Non-Qualified Stock Option Award Agreement (Executive Officers and CEO) (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21, 2019). Form of Equity Plan Non-Qualified Stock Option Award Agreement (Employees) (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2018 filed with the SEC on February 21, 2019). Form of 2017 Deferred Stock Unit Award Agreement to be entered into with non-executive directors pursuant to the VEREIT, Inc. Equity Plan (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended March 31, 2017 filed with the SEC on May 4, 2017). Form of 2017 Deferred Stock Unit Award Agreement to be entered into with non-executive directors pursuant to the VEREIT, Inc. Equity Plan and the Independent Directors’ Deferred Compensation Program (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended March 31, 2017 filed with the SEC on May 4, 2017). Director Stock Plan of VEREIT, Inc. (Incorporated by reference to the Company’s Pre-Effective Amendment No. 4 to Form S-11 (Registration No. 333-172205), filed with the SEC on June 13, 2011). Form of Indemnification Agreement (Incorporated by reference to the Company’s Pre-effective Amendment No. 4 to Form S-11 Registration Statement (Registration No. 333-172205) filed with the SEC on June 13, 2011). Form of Indemnification Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on March 16, 2015). Employment Agreement, dated as of March 10, 2015, by and between VEREIT, Inc. and Glenn Rufrano (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-35263), filed with the SEC on March 16, 2015). Amendment effective February 21, 2018, to the Employment Agreement, dated as of March 10, 2015, by and between VEREIT, Inc. and Glenn Rufrano (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). Employment Letter and Confidentiality and Non-Competition Agreement, effective as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended September 31, 2015 filed with the SEC on November 5, 2015). Amendment, effective February 21, 2018, to the Employment Agreement, dated as of October 5, 2015, by and between VEREIT, Inc. and Michael J. Bartolotta (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended June 30, 2015 filed with the SEC on August 6, 2015). Amendment effective February 23, 2016, to Employment Agreement between VEREIT, Inc. and Lauren Goldberg, as of May 26, 2015 (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2015 filed with the SEC on February 23, 2016). Amendment, effective February 21, 2018, to the Employment Agreement, dated as of May 21, 2015, by and between VEREIT, Inc. and Lauren Goldberg (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). Amended and Restated Employment Letter, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2015 filed with the SEC on February 23,2016). Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Paul McDowell (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). Amended and Restated Employment Letter, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2015 filed with the SEC on February 23, 2016). Amendment, effective February 21, 2018, to the Employment Agreement, dated as of February 23, 2016, by and between VEREIT, Inc. and Thomas Roberts (Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-35263), for the year ended December 31, 2017 filed with the SEC on February 22, 2018). Class Action Stipulation of Settlement, dated as of September 30, 2019, by and among VEREIT, Inc., VEREIT Operating Partnership, L.P. and the other parties named therein (Incorporated by reference in the Company’s Quarterly Report on Form 10- Q (File No. 001-35263), for the quarter ended September 31, 2019 filed with the SEC on November 6, 2019). 57 Exhibit No. Description 10.31 21.1* 23.1* 23.2* 31.1* 31.2* 31.3* 31.4* 32.1** 32.2** 32.3** 32.4** Derivative Action Stipulation and Agreement of Settlement, dated as of September 27, 2019, by and among VEREIT, Inc. and the other parties named therein (Incorporated by reference in the Company’s Quarterly Report on Form 10-Q (File No. 001-35263), for the quarter ended September 31, 2019 filed with the SEC on November 6, 2019). List of Subsidiaries. Consent of Deloitte & Touche LLP. Consent of Deloitte & Touche LLP. 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. 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. 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. 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. 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. 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. 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. 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.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. 104* Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). _____________________________ * Filed herewith ** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. † Management contract or compensatory plan or arrangement. 58 Item 16. Form 10-K Summary. Not Applicable 59 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. SIGNATURES 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 /s/ Michael J. Bartolotta By: Michael J. Bartolotta Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: February 25, 2020 60 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 * /s/ Glenn J. Rufrano Chief Executive Officer Glenn J. Rufrano (Principal Executive Officer and Director) Date February 25, 2020 /s/ Michael J. Bartolotta Executive Vice President and Chief Financial Officer February 25, 2020 Michael J. Bartolotta (Principal Financial Officer) /s/ Gavin B. Brandon Senior Vice President and Chief Accounting Officer February 25, 2020 Gavin B. Brandon (Principal Accounting Officer) Director, Non-Executive Chairman February 25, 2020 /s/ Hugh R. Frater Hugh R. Frater /s/ David B. Henry David B. Henry Director /s/ Mary Hogan Preusse Director Mary Hogan Preusse /s/ Richard J. Lieb Richard J. Lieb /s/ Mark S. Ordan Mark S. Ordan Director Director /s/ Eugene A. Pinover Director Eugene A. Pinover /s/ Julie G. Richardson Director Julie G. Richardson _________________________________ February 25, 2020 February 25, 2020 February 25, 2020 February 25, 2020 February 25, 2020 February 25, 2020 * 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. 61 [This page intentionally left blank]  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets of VEREIT, Inc. as of December 31, 2019 and December 31, 2018 Consolidated Statements of Operations of VEREIT, Inc. for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Comprehensive Income (Loss) of VEREIT, Inc. for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Changes in Equity of VEREIT, Inc. for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Cash Flows of VEREIT, Inc. for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Balance Sheets of VEREIT Operating Partnership, L.P. as of December 31, 2019 and December 31, 2018 Consolidated Statements of Operations of VEREIT Operating Partnership, L.P. for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Comprehensive Income (Loss) of VEREIT Operating Partnership, L.P. for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Changes in Equity of VEREIT Operating Partnership, L.P. for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Cash Flows of VEREIT Operating Partnership, L.P. for the Years Ended December 31, 2019, 2018 and 2017 Notes to Consolidated Financial Statements Schedule II – Valuation and Qualifying Accounts Schedule III – Real Estate and Accumulated Depreciation Schedule IV – Mortgage Loans Held For Investment Page F-2 F-5 F-6 F-7 F-8 F-10 F-12 F-13 F-14 F-15 F-17 F-19 F-60 F-61 F-179 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of VEREIT, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of VEREIT, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2020 expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Real Estate Investments - Impairments- Refer to Note 2 and Note 5 to the financial statements Critical Audit Matter Description The Company performs quarterly impairment review procedures, primarily through monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable. The Company assesses the recoverability of real estate assets by determining whether the carrying value of the assets will be recovered from the undiscounted future cash flows expected from the use of the assets and their eventual disposition. Estimating future undiscounted cash flows requires management to make significant estimates and assumptions, including estimating the expected holding period of the assets when assessing recoverability. In the event that such expected undiscounted future cash flows do not exceed the carrying value, the Company will adjust the carrying value of 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. During 2019, the Company recorded $47.1 million of impairment charges. F-2 We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions required to evaluate the recoverability of real estate assets, including the estimated holding period of the assets when assessing recoverability. Auditing the assumptions used by the Company in estimating future undiscounted cash flows required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of the Company’s recoverability analysis. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures to test the assumptions used by management to estimate forecasted cash flows, including management’s expected holding period of such real estate assets, consisted of the following, among others: • We tested the effectiveness of internal controls over the inputs of the forecasted cash flows used in the recoverability analysis. • With the assistance of our fair value specialists, we evaluated the undiscounted future cash flows analysis, including estimates of future occupancy levels, market rental revenue, and capitalization rates, in addition to the assessment of expected remaining holding period and changes in management’s intent with respect to the expected holding period for each real estate asset with possible impairment indicators by: 1. Making inquiries of accounting and operations management. 2. Comparing the source data and management’s assumptions to the Company’s historical results and external market sources. 3. Testing the mathematical accuracy of the undiscounted future cash flows analysis. /s/ DELOITTE & TOUCHE LLP Phoenix, Arizona February 25, 2020 We have served as the Company’s auditor since 2015. F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the partners of VEREIT Operating Partnership, L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of VEREIT Operating Partnership, L.P and subsidiaries (the "Operating Partnership") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ DELOITTE & TOUCHE LLP Phoenix, Arizona February 25, 2020 We have served as the Operating Partnership’s auditor since 2015. F-4 VEREIT, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except for share and per share data) ASSETS Real estate investments, at cost: Land Buildings, fixtures and improvements Intangible lease assets Total real estate investments, at cost Less: accumulated depreciation and amortization Total real estate investments, net Operating lease right-of-use assets Investment in unconsolidated entities Cash and cash equivalents Restricted cash Rent and tenant receivables and other assets, net Goodwill Real estate assets held for sale, net Total assets LIABILITIES AND EQUITY Mortgage notes payable, net Corporate bonds, net Convertible debt, net Credit facility, net Below-market lease liabilities, net Accounts payable and accrued expenses Deferred rent and other liabilities Distributions payable Operating lease liabilities Total liabilities Commitments and contingencies (Note 10) Preferred stock, $0.01 par value, 100,000,000 shares authorized and 30,871,246 and 42,834,138 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively Common stock, $0.01 par value, 1,500,000,000 shares authorized and 1,076,845,984 and 967,515,165 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity Non-controlling interests Total equity Total liabilities and equity December 31, 2019 December 31, 2018 $ $ $ $ $ $ $ 2,738,679 10,200,550 1,904,641 14,843,870 3,594,247 11,249,623 215,227 68,825 12,921 20,959 348,395 1,337,773 26,957 13,280,680 1,528,134 2,813,739 318,183 1,045,669 143,583 126,320 90,349 150,364 221,061 6,437,402 2,843,212 10,749,228 2,012,399 15,604,839 3,436,772 12,168,067 — 35,289 30,758 22,905 366,092 1,337,773 2,609 13,963,493 1,922,657 3,368,609 394,883 401,773 173,479 145,611 69,714 186,623 — 6,663,349 309 428 10,768 13,251,962 (27,670) (6,399,626) 6,835,743 7,535 6,843,278 13,280,680 $ 9,675 12,615,472 (1,280) (5,467,236) 7,157,059 143,085 7,300,144 13,963,493 The accompanying notes are an integral part of these statements. F-5 VEREIT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per share data) Year Ended December 31, 2019 2018 2017 $ 1,237,234 $ 1,257,867 $ 1,252,285 4,337 815,422 129,769 62,711 481,995 47,091 10,505 3,632 290,963 126,461 63,933 640,618 54,647 — 3,402 47,960 128,717 58,603 706,802 50,548 — 1,551,830 1,180,254 996,032 (278,574) (17,910) 12,971 2,618 292,647 11,752 (302,844) (4,262) (307,106) — (307,106) 6,753 (300,353) $ (280,887) 5,360 15,090 1,869 94,331 (164,237) (86,624) (5,101) (91,725) 3,695 (88,030) 2,256 (85,774) $ (289,766) 18,373 9,218 2,763 61,536 (197,876) 58,377 (6,882) 51,495 (19,117) 32,378 (560) 31,818 (0.37) $ (0.17) $ (0.02) — $ (0.37) $ 0.00 $ (0.16) $ (0.02) (0.04) Rental revenue Operating expenses: Acquisition-related Litigation and non-routine costs, net Property operating General and administrative Depreciation and amortization Impairments Restructuring Total operating expenses Other (expenses) income: Interest expense (Loss) gain on extinguishment and forgiveness of debt, net Other income, net Equity in income and gain on disposition of unconsolidated entities Gain on disposition of real estate and real estate assets held for sale, net Total other income (expenses), net (Loss) income before taxes Provision for income taxes (Loss) income from continuing operations Income (loss) from discontinued operations, net of income taxes Net (loss) income Net loss (income) attributable to non-controlling interests (1) Net (loss) income attributable to the General Partner Basic and diluted net loss per share from continuing operations attributable to common stockholders Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders Basic and diluted net loss per share attributable to common stockholders (2) _______________________________________________ $ $ $ $ (1) Represents net loss (income) attributable to limited partners and a consolidated joint venture partner. (2) Amounts may not total due to rounding. The accompanying notes are an integral part of these statements. F-6 VEREIT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Net (loss) income Total other comprehensive (loss) income Unrealized loss on interest rate derivatives Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income Unrealized loss on investment securities, net Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net Total other comprehensive (loss) income Total comprehensive (loss) income Comprehensive loss (income) attributable to non-controlling interests(1) Total comprehensive (loss) income attributable to the General Partner $ Year Ended December 31, 2019 (307,106) $ $ 2018 2017 (88,030) $ 32,378 (29,894) 2,457 — — (27,437) — 313 (205) 2,237 2,345 (334,543) 7,800 (326,743) $ (85,685) 2,200 (83,485) $ (18) (70) (951) — (1,039) 31,339 (534) 30,805 _______________________________________________ (1) Represents comprehensive loss (income) attributable to limited partners and a consolidated joint venture partner. The accompanying notes are an integral part of these statements. F-7 . C N I , T I E R E V Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d e r a h s r o f t p e c x e , s d n a s u o h t n I ( y t i u q E l a t o T - n o N g n i l l o r t n o C s t s e r e t n I - k c o t S l a t o T ’ s r e d l o h y t i u q E t i c i f e D s s o L d e t a l u m u c c A e v i s n e h e r p m o C d e t a l u m u c c A r e h t O l a n o i t i d d A n I - d i a P l a t i p a C r a P e u l a V r e b m u N s e r a h S f o r a P e u l a V r e b m u N s e r a h S f o k c o t S n o m m o C k c o t S d e r r e f e r P 3 3 5 , 9 1 6 , 8 $ 2 7 1 , 2 7 1 $ 1 6 3 , 7 4 4 , 8 $ ) 3 2 4 , 0 0 2 , 4 ( $ ) 6 5 5 , 2 ( $ 1 7 1 , 0 4 6 , 2 1 $ 1 4 7 , 9 $ 0 5 6 , 6 4 1 , 4 7 9 8 2 4 $ 8 3 1 , 4 3 8 , 2 4 7 1 0 2 , 1 y r a u n a J , e c n a l a B — ) 1 4 2 ( 1 4 2 ) 8 1 5 ( ) 8 4 1 , 2 ( 4 5 7 , 6 1 1 0 1 ) 7 5 6 , 5 3 5 ( ) 7 2 2 , 3 1 ( ) 1 7 5 ( ) 2 9 8 , 1 7 ( ) 8 3 8 ( 8 7 3 , 2 3 ) 9 3 0 , 1 ( — — — 1 0 1 — ) 8 1 5 ( ) 8 4 1 , 2 ( 4 5 7 , 6 1 — — — — — ) 7 5 6 , 5 3 5 ( ) 7 5 6 , 5 3 5 ( ) 7 2 2 , 3 1 ( — — — ) 4 4 1 ( ) 8 3 8 ( 0 6 5 ) 6 2 ( ) 1 7 5 ( ) 1 7 5 ( ) 8 4 7 , 1 7 ( ) 8 4 7 , 1 7 ( — 8 1 8 , 1 3 ) 3 1 0 , 1 ( — — 8 1 8 , 1 3 — — — — — — — — — — ) 3 1 0 , 1 ( ) 7 1 5 ( ) 6 4 1 , 2 ( 0 5 7 , 6 1 — — — — — — — — ) 1 ( ) 2 ( 4 — — — — — — — — — — — — — — — — ) 9 5 7 , 8 6 ( ) 0 5 5 , 8 6 2 ( 2 4 2 , 9 9 3 — — — — — — — — — — — — — — — — — — — — — — 6 7 8 , 2 4 0 , 8 $ 8 9 5 , 8 5 1 $ 8 7 2 , 4 8 8 , 7 $ ) 1 8 5 , 6 7 7 , 4 ( $ ) 9 6 5 , 3 ( $ 8 5 2 , 4 5 6 , 2 1 $ 2 4 7 , 9 $ 3 8 5 , 8 0 2 , 4 7 9 8 2 4 $ 8 3 1 , 4 3 8 , 2 4 ) 4 5 1 , 0 5 ( ) 6 2 3 , 2 ( 4 1 3 , 3 1 0 2 1 ) 4 4 1 , 2 3 5 ( ) 8 4 0 , 3 1 ( — — — 0 2 1 — ) 7 1 9 ( — ) 7 1 9 ( ) 9 8 9 ( ) 2 9 8 , 1 7 ( ) 0 3 0 , 8 8 ( 5 4 3 , 2 6 5 ) 4 4 1 ( ) 6 5 2 , 2 ( ) 8 4 7 , 1 7 ( ) 4 7 7 , 5 8 ( 9 8 2 , 2 — ) 8 4 7 , 1 7 ( ) 4 7 7 , 5 8 ( ) 8 4 0 , 3 1 ( — — ) 4 4 1 , 2 3 5 ( ) 4 4 1 , 2 3 5 ( ) 4 5 1 , 0 5 ( ) 6 2 3 , 2 ( 4 1 3 , 3 1 — — — — — — — — — — — — — — — — 9 8 2 , 2 1 4 2 — 9 3 4 , 2 3 ) 2 8 0 , 0 5 ( ) 2 7 ( ) 6 7 8 , 6 0 2 , 7 ( — — — 2 7 — — — ) 4 2 3 , 2 ( 7 0 3 , 3 1 ) 2 ( 7 — — — — — — — — — — — — — — ) 2 0 5 , 4 2 3 ( 1 2 5 , 5 0 8 — — — — — — — — — — — — — — — — — — — — — — — ) 7 6 1 , 1 ( 7 6 1 , 1 5 1 2 , 4 1 0 , 1 — 5 1 2 , 4 1 0 , 1 — — — — 6 6 1 , 1 1 1 9 2 , 0 3 1 1 3 1 , 3 1 0 , 1 4 8 0 , 1 0 7 0 , 0 1 4 , 8 0 1 — — — — 4 4 1 , 0 0 3 , 7 $ 5 8 0 , 3 4 1 $ 9 5 0 , 7 5 1 , 7 $ ) 6 3 2 , 7 6 4 , 5 ( $ ) 0 8 2 , 1 ( $ 2 7 4 , 5 1 6 , 2 1 $ 5 7 6 , 9 $ 5 6 1 , 5 1 5 , 7 6 9 8 2 4 $ 8 3 1 , 4 3 8 , 2 4 e r a h s r e d n u k c o t S n o m m o C f o s e s a h c r u p e R s m a r g o r p e s a h c r u p e r x a t e l t t e s o t k c o t S n o m m o C f o s e s a h c r u p e R n o i t a g i l b o t s e r e t n i g n i l l o r t n o c - n o n m o r f s n o i t u b i r t n o C t e n , n o i t a s n e p m o c d e s a b - y t i u q E s r e d l o h s r e d l o h t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D r e d n u d e t n a r g s d r a w a n o s t n e l a v i u q e d n e d i v i D n a l P y t i u q E e h t — k c o t S n o m m o C n o d e r a l c e d s n o i t u b i r t s i D e r a h s n o m m o c r e p 5 5 . 0 $ d n a s r e d l o h e r a h s d e r r e f e r p o t s n o i t u b i r t s i D s r e d l o h t i n u e r u t n e v t n i o j f o n o i t i s o p s i D 7 1 0 2 , 1 3 r e b m e c e D , e c n a l a B s s o l e v i s n e h e r p m o c r e h t O F-8 e m o c n i t e N k c o t S n o m m o C o t s t i n U P O f o n o i s r e v n o C e r a h s r e d n u k c o t S n o m m o C f o s e s a h c r u p e R s m a r g o r p e s a h c r u p e r x a t e l t t e s o t k c o t S n o m m o C f o s e s a h c r u p e R n o i t a g i l b o t s e r e t n i g n i l l o r t n o c - n o n m o r f s n o i t u b i r t n o C t e n , n o i t a s n e p m o c d e s a b - y t i u q E s r e d l o h s r e d l o h t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D r e d n u d e t n a r g s d r a w a n o s t n e l a v i u q e d n e d i v i D n a l P y t i u q E e h t — k c o t S n o m m o C n o d e r a l c e d s n o i t u b i r t s i D e r a h s n o m m o c r e p 5 5 . 0 $ d n a s r e d l o h e r a h s d e r r e f e r p o t s n o i t u b i r t s i D k c o t S n o m m o C o t s t i n U P O f o n o i s r e v n o C e m o c n i e v i s n e h e r p m o c r e h t O 8 1 0 2 , 1 3 r e b m e c e D , e c n a l a B t e n , k c o t S n o m m o C f o e c n a u s s I s r e d l o h t i n u s s o l t e N y t i u q E l a t o T - n o N g n i l l o r t n o C s t s e r e t n I - k c o t S l a t o T ’ s r e d l o h y t i u q E t i c i f e D s s o L d e t a l u m u c c A e v i s n e h e r p m o C d e t a l u m u c c A r e h t O l a n o i t i d d A n I - d i a P l a t i p a C r a P e u l a V r e b m u N s e r a h S f o r a P e u l a V r e b m u N s e r a h S f o k c o t S n o m m o C k c o t S d e r r e f e r P . C N I , T I E R E V ) d e u n i t n o C ( – Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d e r a h s r o f t p e c x e , s d n a s u o h t n I ( ) 2 2 1 , 0 0 3 ( 4 6 ) 8 1 6 , 1 ( 1 0 1 , 3 1 ) 4 9 4 , 9 ( ) 5 9 1 , 2 6 5 ( ) 8 2 3 , 1 ( ) 8 8 4 , 8 6 ( 2 2 5 , 2 1 — — — 4 6 — — $ ) 3 2 9 ( $ 3 2 9 $ ) 2 2 1 , 0 0 3 ( — ) 8 1 6 , 1 ( 1 0 1 , 3 1 — — — — — $ ) 4 9 4 , 9 ( — — — ) 1 9 ( ) 8 2 3 , 1 ( ) 5 4 4 , 1 ( ) 7 9 3 , 8 6 ( ) 7 9 3 , 8 6 ( ) 5 9 1 , 2 6 5 ( ) 5 9 1 , 2 6 5 ( ) 0 1 5 , 8 1 2 ( ) 0 9 5 , 6 2 1 ( ) 0 2 9 , 1 9 ( 2 2 5 , 2 1 — ) 0 7 4 ( — ) 6 0 1 , 7 0 3 ( ) 7 3 4 , 7 2 ( — ) 1 7 0 , 2 ( ) 3 5 7 , 6 ( ) 7 4 0 , 1 ( ) 0 7 4 ( 1 7 0 , 2 — — — — ) 3 5 3 , 0 0 3 ( ) 3 5 3 , 0 0 3 ( ) 0 9 3 , 6 2 ( — ) 0 9 3 , 6 2 ( — — — — — — — — — — — — — — ) 6 1 6 , 1 ( 1 9 0 , 3 1 ) 2 0 0 , 0 0 3 ( $ 2 2 9 $ — — — 7 1 1 — — — — ) 0 7 4 ( 1 7 0 , 2 ) 0 2 9 , 1 9 ( — — ) 2 ( 0 1 — — — — — — — — — — — $ — — ) 1 3 3 , 0 0 2 ( 9 8 7 , 0 9 9 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 8 7 2 , 3 4 8 , 6 $ 5 3 5 , 7 $ 3 4 7 , 5 3 8 , 6 $ ) 6 2 6 , 9 9 3 , 6 ( $ ) 0 7 6 , 7 2 ( $ 2 6 9 , 1 5 2 , 3 1 $ 8 6 7 , 0 1 $ 4 8 9 , 5 4 8 , 6 7 0 , 1 9 0 3 $ 6 4 2 , 1 7 8 , 0 3 . s t n e m e t a t s e s e h t f o t r a p l a r g e t n i n a e r a s e t o n g n i y n a p m o c c a e h T 1 $ 8 0 1 , 7 3 s e i r e S o t s t i n U d e r r e f e r P F s e i r e S f o n o i s r e v n o C k c o t S d e r r e f e r P F ) 0 2 1 ( ) 0 0 0 , 0 0 0 , 2 1 ( k c o t S d e r r e f e r P F s e i r e S f o s n o i t p m e d e R x a t e l t t e s o t k c o t S n o m m o C f o s e s a h c r u p e R n o i t a g i l b o t s e r e t n i g n i l l o r t n o c - n o n m o r f s n o i t u b i r t n o C t e n , n o i t a s n e p m o c d e s a b - y t i u q E s r e d l o h s r e d l o h t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D r e d n u d e t n a r g s d r a w a n o s t n e l a v i u q e d n e d i v i D n a l P y t i u q E e h t — k c o t S n o m m o C n o d e r a l c e d s n o i t u b i r t s i D e r a h s n o m m o c r e p 5 5 . 0 $ d n a s r e d l o h e r a h s d e r r e f e r p o t s n o i t u b i r t s i D s r e d l o h t i n u s t i n U P O r e n t r a P d e t i i m L f o r e d n e r r u S d e h s i u q n i l e r e l b a y a p s n o i t u b i r t s i D s e t o n e l b i t r e v n o c f o e s a h c r u p e R F-9 9 1 0 2 , 1 3 r e b m e c e D , e c n a l a B s s o l e v i s n e h e r p m o c r e h t O y t i u q e f o n o i t a c o l l a e R s s o l t e N VEREIT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Cash flows from operating activities: Net (loss) income Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization Gain on real estate assets, net Impairments from held for sale Impairments Equity-based compensation Equity in income of unconsolidated entities and gain on joint venture Distributions from unconsolidated entities Loss (gain) on investments Loss (gain) on derivative instruments Non-cash restructuring expense Loss (gain) on extinguishment and forgiveness of debt, net Surrender of Limited Partner OP Units Changes in assets and liabilities: Investment in direct financing leases Rent and tenant receivables, operating lease right-of-use and other assets, net Due from affiliates Assets held for sale classified as discontinued operations Accounts payable and accrued expenses Deferred rent, operating lease and other liabilities Due to affiliates Liabilities related to discontinued operations Net cash (used in) provided by operating activities Cash flows from investing activities: Investments in real estate assets Capital expenditures and leasing costs Real estate developments Principal repayments received on investment securities and mortgage notes receivable Investments in unconsolidated entities Return of investment from unconsolidated entities Proceeds from disposition of real estate and joint venture Proceeds from disposition of discontinued operations Investment in leasehold improvements and other assets Deposits for real estate assets Proceeds from sale of investments and other assets Uses and refunds of deposits for real estate assets Proceeds from the settlement of property-related insurance claims Line of credit advances to Cole REITs Line of credit repayments from Cole REITs Net cash provided by (used in) investing activities Cash flows from financing activities: Proceeds from mortgage notes payable Payments on mortgage notes payable and other debt, including debt extinguishment costs Proceeds from credit facility Payments on credit facility Proceeds from corporate bonds Redemptions of corporate bonds, including extinguishment costs Repurchases of convertible notes, including extinguishment costs Payments of deferred financing costs F-10 Year Ended December 31, 2019 2018 2017 $ (307,106) $ (88,030) $ 32,378 495,232 (296,447) — 47,091 13,101 (2,618) 284 492 58 3,951 17,910 (26,536) 659,948 (96,068) — 54,647 13,314 (1,869) 1,366 (4,092) (355) — (5,360) — 745,499 (61,536) 20,027 50,548 16,751 (2,726) 3,646 (65) (2,976) — (18,373) — 1,622 2,078 2,097 (18,367) — — (16,719) (19,551) — — (107,603) (394,662) (37,957) (28,125) 106 (2,767) 1,138 1,067,532 — (1,716) (8,453) 9,837 6,328 1,957 — — 613,218 (34,096) — (2,492) 1,688 7,162 (66) (13,861) 493,914 (500,625) (22,291) (9,221) 5,761 (771) 48 502,289 122,915 (841) (13,412) 46,966 17,267 1,434 (2,200) 3,800 151,119 (21,394) 1,163 13,812 10,742 (395) 50 4,019 793,267 (699,004) (21,694) (14,850) 6,796 — 1,972 445,525 — (1,191) (37,226) 400 36,111 355 (16,400) 25,100 (274,106) 705 187 4,652 (374,058) 1,386,000 (739,000) 593,052 (1,160,977) (82,254) (4,190) (137,887) 1,934,000 (1,716,000) 546,304 — (597,500) (25,471) (424,385) 329,000 (645,107) 600,000 — — (9,575) VEREIT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued) (In thousands) Year Ended December 31, 2019 2018 2017 Repurchases of Common Stock under the share repurchase programs Repurchases of Common Stock to settle tax obligations Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses Redemption of Series F Preferred Stock Contributions from non-controlling interest holders Distributions paid Payment related to the surrender of Limited Partner OP Units Net cash used in financing activities Net change in cash and cash equivalents and restricted cash Cash and cash equivalents and restricted cash, beginning of period Less: cash and cash equivalents of discontinued operations Cash and cash equivalents and restricted cash from continuing operations, beginning of period Cash and cash equivalents and restricted cash, end of period Less: cash and cash equivalents of discontinued operations Cash and cash equivalents and restricted cash from continuing operations, end of period Reconciliation of Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents at beginning of period Restricted cash at beginning of period Cash and cash equivalents and restricted cash at beginning of period Cash and cash equivalents at end of period Restricted cash at end of period Cash and cash equivalents and restricted cash at end of period $ $ $ $ $ — $ (1,618) (50,154) $ (2,326) 1,014,215 (300,122) 64 (665,241) (191,974) (525,398) (19,783) — — 120 (606,679) — (655,406) (10,373) $ 53,663 — $ 64,036 (2,198) 53,663 33,880 — 33,880 30,758 22,905 53,663 12,921 20,959 33,880 $ $ $ 61,838 53,663 — 53,663 34,176 27,662 61,838 30,758 22,905 53,663 $ $ $ (518) (2,148) — — 101 (608,615) — (756,595) (237,434) 301,470 (2,973) 298,497 64,036 (2,198) 61,838 253,479 45,018 298,497 34,176 27,662 61,838 The accompanying notes are an integral part of these statements. F-11 VEREIT OPERATING PARTNERSHIP, L.P. CONSOLIDATED BALANCE SHEETS (In thousands, except for unit data) December 31, 2019 December 31, 2018 ASSETS Real estate investments, at cost: Land Buildings, fixtures and improvements Intangible lease assets Total real estate investments, at cost Less: accumulated depreciation and amortization Total real estate investments, net Operating lease right-of-use assets Investment in unconsolidated entities Cash and cash equivalents Restricted cash Rent and tenant receivables and other assets, net Goodwill Real estate assets held for sale, net Total assets LIABILITIES AND EQUITY Mortgage notes payable, net Corporate bonds, net Convertible debt, net Credit facility, net Below-market lease liabilities, net Accounts payable and accrued expenses Deferred rent and other liabilities Distributions payable Operating lease liabilities Total liabilities Commitments and contingencies (Note 10) General Partner's preferred equity, 30,871,246 and 42,834,138 General Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively General Partner's common equity, 1,076,845,984 and 967,515,165 General Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively Limited Partner's preferred equity, 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively Limited Partner's common equity, 786,719 and 23,715,908 Limited Partner OP Units issued and outstanding as of December 31, 2019 and December 31, 2018, respectively Total partners’ equity Non-controlling interests Total equity Total liabilities and equity $ $ $ $ $ $ $ 2,738,679 10,200,550 1,904,641 14,843,870 3,594,247 11,249,623 215,227 68,825 12,921 20,959 348,395 1,337,773 26,957 13,280,680 1,528,134 2,813,739 318,183 1,045,669 143,583 126,320 90,349 150,364 221,061 6,437,402 2,843,212 10,749,228 2,012,399 15,604,839 3,436,772 12,168,067 — 35,289 30,758 22,905 366,092 1,337,773 2,609 13,963,493 1,922,657 3,368,609 394,883 401,773 173,479 145,611 69,714 186,623 — 6,663,349 460,504 710,325 6,375,239 6,446,734 1,869 2,883 4,433 6,842,045 1,233 6,843,278 13,280,680 $ 138,931 7,298,873 1,271 7,300,144 13,963,493 The accompanying notes are an integral part of these statements. F-12 VEREIT OPERATING PARTNERSHIP, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per unit data) Rental revenue Operating expenses: Acquisition-related Litigation and non-routine costs, net Property operating General and administrative Depreciation and amortization Impairments Restructuring Total operating expenses Other (expenses) income: Interest expense (Loss) gain on extinguishment and forgiveness of debt, net Other income, net Equity in income and gain on disposition of unconsolidated entities Gain on disposition of real estate and real estate assets held for sale, net Total other income (expenses), net (Loss) income before taxes Provision for income taxes (Loss) income from continuing operations Income (loss) from discontinued operations, net of income taxes Net (loss) income Net loss attributable to non-controlling interests (1) Net (loss) income attributable to the OP Basic and diluted net loss per unit from continuing operations attributable to common unitholders Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders Basic and diluted net loss per unit attributable to common unitholders (2) _______________________________________________ (1) Represents net loss attributable to a consolidated joint venture partner. (2) Amounts may not total due to rounding. $ $ $ $ Year Ended December 31, 2019 2018 2017 $ 1,237,234 $ 1,257,867 $ 1,252,285 4,337 815,422 129,769 62,711 481,995 47,091 10,505 3,632 290,963 126,461 63,933 640,618 54,647 — 3,402 47,960 128,717 58,603 706,802 50,548 — 1,551,830 1,180,254 996,032 (278,574) (17,910) 12,971 2,618 292,647 11,752 (302,844) (4,262) (307,106) — (307,106) 102 (307,004) $ (280,887) 5,360 15,090 1,869 94,331 (164,237) (86,624) (5,101) (91,725) 3,695 (88,030) 154 (87,876) $ (289,766) 18,373 9,218 2,763 61,536 (197,876) 58,377 (6,882) 51,495 (19,117) 32,378 194 32,572 (0.37) $ (0.17) $ (0.02) — $ (0.37) $ 0.00 $ (0.16) $ (0.02) (0.04) The accompanying notes are an integral part of these statements. F-13 VEREIT OPERATING PARTNERSHIP, L.P. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Net (loss) income Total other comprehensive (loss) income Unrealized loss on interest rate derivatives Reclassification of previous unrealized loss (gain) on interest rate derivatives into net (loss) income Unrealized loss on investment securities, net Reclassification of previous unrealized loss on investment securities into net (loss) income as other income, net Total other comprehensive (loss) income Total comprehensive (loss) income Comprehensive loss attributable to non-controlling interests (1) Total comprehensive (loss) income attributable to the OP $ _______________________________________________ (1) Represents comprehensive loss attributable to a consolidated joint venture partner. Year Ended December 31, 2019 (307,106) $ $ 2018 2017 (88,030) $ 32,378 (29,894) 2,457 — — (27,437) — 313 (205) 2,237 2,345 (334,543) 102 (334,441) $ (85,685) 154 (85,531) $ (18) (70) (951) — (1,039) 31,339 194 31,533 The accompanying notes are an integral part of these statements. F-14 . . P L , P I H S R E N T R A P G N I T A R E P O T I E R E V r e n t r a P d e t i m L i r e n t r a P l a r e n e G r e n t r a P d e t i m L i r e n t r a P l a r e n e G s t i n U n o m m o C s t i n U d e r r e f e r P Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d t i n u r o f t p e c x e , s d n a s u o h t n I ( l a t o T l a t i p a C - n o N g n i l l o r t n o C s t s e r e t n I l a t o T ' s r e n t r a P l a t i p a C l a t i p a C f o r e b m u N s t i n U l a t i p a C f o r e b m u N s t i n U l a t i p a C r e b m u N s t i n U f o l a t i p a C f o r e b m u N s t i n U 3 3 5 , 9 1 6 , 8 $ 3 0 4 , 2 $ 0 3 1 , 7 1 6 , 8 $ 8 9 5 , 6 6 1 $ 7 4 3 , 8 4 7 , 3 2 0 4 5 , 3 9 5 , 7 $ 0 5 6 , 6 4 1 , 4 7 9 1 7 1 , 3 $ 4 7 8 , 6 8 1 2 8 , 3 5 8 $ 8 3 1 , 4 3 8 , 2 4 7 1 0 2 , 1 y r a u n a J , e c n a l a B ) 8 1 5 ( ) 8 4 1 , 2 ( 4 5 7 , 6 1 1 0 1 — — — 1 0 1 ) 8 1 5 ( — ) 8 4 1 , 2 ( 4 5 7 , 6 1 — — — — ) 1 7 5 ( ) 2 9 8 , 1 7 ( ) 8 3 8 ( 8 7 3 , 2 3 ) 9 3 0 , 1 ( — — ) 8 3 8 ( ) 4 9 1 ( — ) 1 7 5 ( ) 2 9 8 , 1 7 ( — 2 7 5 , 2 3 ) 9 3 0 , 1 ( — — — 4 5 7 ) 6 2 ( ) 4 8 8 , 8 4 5 ( ) 7 6 1 ( ) 7 1 7 , 8 4 5 ( ) 0 6 0 , 3 1 ( — — — — — — — — — — ) 8 1 5 ( ) 9 5 7 , 8 6 ( — ) 8 4 1 , 2 ( 4 5 7 , 6 1 ) 7 5 6 , 5 3 5 ( ) 1 7 5 ( — — 8 1 8 , 1 3 ) 3 1 0 , 1 ( — — — — — — — ) 0 5 5 , 8 6 2 ( 2 4 2 , 9 9 3 — — — — — — ) 4 4 1 ( — — — — — — — — — — — — — — — — — — — — — — ) 8 4 7 , 1 7 ( — — — — — — — — — — g n i l l o r t n o c - n o n d n a s t i n U P O n o m m o c o t s n o i t u b i r t s i D t i n u n o m m o c r e p 5 5 . 0 $ — s t s e r e t n i s r e d l o h t s e r e t n i g n i l l o r t n o c - n o n m o r f s n o i t u b i r t n o C e h t r e d n u d e t n a r g s d r a w a n o s t n e l a v i u q e d n e d i v i D n a l P y t i u q E e r a h s r e d n u s t i n U P O n o m m o c f o s e s a h c r u p e R s m a r g o r p e s a h c r u p e r x a t e l t t e s o t s t i n U P O n o m m o c f o s e s a h c r u p e R n o i t a g i l b o t e n , n o i t a s n e p m o c d e s a b - y t i u q E s t i n U d e r r e f e r P F s e i r e S o t s n o i t u b i r t s i D t s e r e t n i e r u t n e v t n i o j f o n o i t i s o p s i D s s o l e v i s n e h e r p m o c r e h t O ) s s o l ( e m o c n i t e N 6 7 8 , 2 4 0 , 8 $ 5 0 3 , 1 $ 1 7 5 , 1 4 0 , 8 $ 6 6 2 , 4 5 1 $ 7 4 3 , 8 4 7 , 3 2 5 0 2 , 2 0 1 , 7 $ 3 8 5 , 8 0 2 , 4 7 9 7 2 0 , 3 $ 4 7 8 , 6 8 3 7 0 , 2 8 7 $ 8 3 1 , 4 3 8 , 2 4 7 1 0 2 , 1 3 r e b m e c e D , e c n a l a B — ) 4 5 1 , 0 5 ( ) 6 2 3 , 2 ( 4 1 3 , 3 1 0 2 1 ) 2 9 1 , 5 4 5 ( ) 7 1 9 ( ) 2 9 8 , 1 7 ( ) 0 3 0 , 8 8 ( 5 4 3 , 2 — — — — 0 2 1 — — — — ) 4 5 1 ( — ) 1 4 2 ( ) 9 3 4 , 2 3 ( 1 4 2 9 3 4 , 2 3 ) 4 5 1 , 0 5 ( — ) 6 2 3 , 2 ( 4 1 3 , 3 1 — — — — ) 2 9 1 , 5 4 5 ( ) 8 4 0 , 3 1 ( ) 7 1 9 ( ) 2 9 8 , 1 7 ( ) 6 7 8 , 7 8 ( 5 4 3 , 2 — — 6 5 ) 2 0 1 , 2 ( — — — — — — — — — ) 4 5 1 , 0 5 ( ) 6 7 8 , 6 0 2 , 7 ( — ) 6 2 3 , 2 ( 4 1 3 , 3 1 ) 4 4 1 , 2 3 5 ( ) 7 1 9 ( — ) 4 7 7 , 5 8 ( 9 8 2 , 2 — — — — — — ) 2 0 5 , 4 2 3 ( 1 2 5 , 5 0 8 — — — — — — — ) 4 4 1 ( — — — — — — — — — — — — — — — — — — — — — ) 8 4 7 , 1 7 ( — — — — — — — — — — 4 4 1 , 0 0 3 , 7 $ 1 7 2 , 1 $ 3 7 8 , 8 9 2 , 7 $ 1 3 9 , 8 3 1 $ 8 0 9 , 5 1 7 , 3 2 4 3 7 , 6 4 4 , 6 $ 5 6 1 , 5 1 5 , 7 6 9 3 8 8 , 2 $ 4 7 8 , 6 8 5 2 3 , 0 1 7 $ 8 3 1 , 4 3 8 , 2 4 5 1 2 , 4 1 0 , 1 — — ) 8 1 6 , 1 ( ) 2 2 1 , 0 0 3 ( — — — — — — — ) 8 1 6 , 1 ( ) 2 2 1 , 0 0 3 ( ) 7 6 1 , 1 ( ) 1 9 2 , 0 3 1 ( 7 6 1 , 1 1 9 2 , 0 3 1 — — — — — — — ) 5 7 7 , 7 1 1 ( — — ) 8 1 6 , 1 ( ) 1 3 3 , 0 0 2 ( 5 1 2 , 4 1 0 , 1 — — 5 1 2 , 4 1 0 , 1 0 7 0 , 0 1 4 , 8 0 1 — — — — — — — — ) 3 2 9 ( ) 8 0 1 , 7 3 ( 3 2 9 8 0 1 , 7 3 o t s t i n U P O n o m m o c ' s r e n t r a P d e t i i m L f o n o i s r e v n o C s t i n U P O n o m m o c s ' r e n t r a P l a r e n e G e r a h s r e d n u s t i n U P O n o m m o c f o s e s a h c r u p e R s m a r g o r p e s a h c r u p e r x a t e l t t e s o t s t i n U P O n o m m o c f o s e s a h c r u p e R n o i t a g i l b o t e n , n o i t a s n e p m o c d e s a b - y t i u q E g n i l l o r t n o c - n o n d n a s t i n U P O n o m m o c o t s n o i t u b i r t s i D t i n u n o m m o c r e p 5 5 . 0 $ — s t s e r e t n i e h t r e d n u d e t n a r g s d r a w a n o s t n e l a v i u q e d n e d i v i D s r e d l o h t s e r e t n i g n i l l o r t n o c - n o n m o r f s n o i t u b i r t n o C n a l P y t i u q E s t i n U d e r r e f e r P F s e i r e S o t s n o i t u b i r t s i D t e n , s t i n U P O n o m m o c f o e c n a u s s I 8 1 0 2 , 1 3 r e b m e c e D , e c n a l a B s s o l e v i s n e h e r p m o c r e h t O ) s s o l ( e m o c n i t e N o t s t i n U P O n o m m o c ' s r e n t r a P d e t i i m L f o n o i s r e v n o C s t i n U P O n o m m o c s ' r e n t r a P l a r e n e G s t i n U d e r r e f e r P F s e i r e S r e n t r a P d e t i i m L f o n o i s r e v n o C k c o t S d e r r e f e r P F s e i r e S o t F-15 — — — — ) 7 4 3 , 2 8 1 ( ) 0 0 0 , 0 0 0 , 2 1 ( k c o t S d e r r e f e r P F s e i r e S f o s n o i t p m e d e R — — x a t e l t t e s o t s t i n U P O n o m m o c f o s e s a h c r u p e R n o i t a g i l b o 4 6 l a t o T l a t i p a C 1 0 1 , 3 1 $ ) 9 8 6 , 1 7 5 ( ) 8 2 3 , 1 ( ) 8 8 4 , 8 6 ( 2 2 5 , 2 1 ) 0 1 5 , 8 1 2 ( — ) 0 7 4 ( — 4 6 — — — — — — — ) 7 3 4 , 7 2 ( — ) 6 0 1 , 7 0 3 ( ) 2 0 1 ( — $ 1 0 1 , 3 1 $ — — $ ) 9 8 6 , 1 7 5 ( ) 4 9 4 , 9 ( ) 8 2 3 , 1 ( ) 8 8 4 , 8 6 ( 2 2 5 , 2 1 — — 2 2 5 , 2 1 — — — — — — ) 0 1 5 , 8 1 2 ( ) 0 9 5 , 6 2 1 ( ) 8 9 8 , 8 9 7 , 2 2 ( ) 0 2 9 , 1 9 ( — ) 0 7 4 ( ) 4 0 0 , 7 0 3 ( ) 7 3 4 , 7 2 ( — ) 1 7 0 , 2 ( ) 1 5 6 , 6 ( ) 7 4 0 , 1 ( — — — — ) 0 7 4 ( 1 7 0 , 2 ) 3 5 3 , 0 0 3 ( ) 0 9 3 , 6 2 ( — ) 5 9 1 , 2 6 5 ( — — ) 8 2 3 , 1 ( 1 0 1 , 3 1 $ 9 8 7 , 0 9 9 — — — — — — — — — — — — — — ) 1 9 ( — — — — — — $ — — — — — — — — — — — — — — — ) 7 9 3 , 8 6 ( $ — — — — — — — — — — — — — — — — — - n o N g n i l l o r t n o C s t s e r e t n I l a t o T ' s r e n t r a P l a t i p a C l a t i p a C f o r e b m u N s t i n U l a t i p a C f o r e b m u N s t i n U l a t i p a C r e b m u N s t i n U f o l a t i p a C f o r e b m u N s t i n U r e n t r a P d e t i m L i r e n t r a P l a r e n e G r e n t r a P d e t i m L i r e n t r a P l a r e n e G s t i n U n o m m o C s t i n U d e r r e f e r P ) d e u n i t n o C ( – Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C ) a t a d t i n u r o f t p e c x e , s d n a s u o h t n I ( . . P L , P I H S R E N T R A P G N I T A R E P O T I E R E V 8 7 2 , 3 4 8 , 6 $ 3 3 2 , 1 $ 5 4 0 , 2 4 8 , 6 $ 3 3 4 , 4 $ 9 1 7 , 6 8 7 9 3 2 , 5 7 3 , 6 $ 4 8 9 , 5 4 8 , 6 7 0 , 1 9 6 8 , 1 $ 6 6 7 , 9 4 4 0 5 , 0 6 4 $ 6 4 2 , 1 7 8 , 0 3 g n i l l o r t n o c - n o n d n a s t i n U P O n o m m o c o t s n o i t u b i r t s i D t i n u n o m m o c r e p 5 5 . 0 $ — s t s e r e t n i e h t r e d n u d e t n a r g s d r a w a n o s t n e l a v i u q e d n e d i v i D s r e d l o h t s e r e t n i g n i l l o r t n o c - n o n m o r f s n o i t u b i r t n o C n a l P y t i u q E t e n , n o i t a s n e p m o c d e s a b - y t i u q E s t i n U d e r r e f e r P F s e i r e S o t s n o i t u b i r t s i D s t i n U P O r e n t r a P d e t i i m L f o r e d n e r r u S d e h s i u q n i l e r e l b a y a p s n o i t u b i r t s i D s e t o n e l b i t r e v n o c f o e s a h c r u p e R l a t i p a c f o n o i t a c o l l a e R 9 1 0 2 , 1 3 r e b m e c e D , e c n a l a B s s o l e v i s n e h e r p m o c r e h t O s s o l t e N . s t n e m e t a t s e s e h t f o t r a p l a r g e t n i n a e r a s e t o n g n i y n a p m o c c a e h T F-16 VEREIT OPERATING PARTNERSHIP, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Cash flows from operating activities: Net (loss) income Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization Gain on real estate assets, net Impairments from held for sale Impairments Equity based compensation Equity in income of unconsolidated entities Distributions from unconsolidated entities Loss (gain) on investments Loss (gain) on derivative instruments Non-cash restructuring expense Loss (gain) on extinguishment and forgiveness of debt, net Surrender of Limited Partner OP Units Changes in assets and liabilities: Investment in direct financing leases Rent and tenant receivables, operating lease right-of-use and other assets, net Due from affiliates Assets held for sale classified as discontinued operations Accounts payable and accrued expenses Deferred rent, operating lease and other liabilities Due to affiliates Liabilities related to discontinued operations Net cash (used in) provided by operating activities Cash flows from investing activities: Investments in real estate assets Capital expenditures and leasing costs Real estate developments Principal repayments received on investment securities and mortgage notes receivable Investments in unconsolidated entities Return of investment from unconsolidated entities Proceeds from disposition of real estate and joint venture Proceeds from disposition of discontinued operations Investment in leasehold improvements and other assets Deposits for real estate assets Proceeds from sale of investments and other assets Uses and refunds of deposits for real estate assets Proceeds from the settlement of property-related insurance claims Line of credit advances to Cole REITs Line of credit repayments from Cole REITs Net cash provided by (used in) investing activities Cash flows from financing activities: Proceeds from mortgage notes payable Payments on mortgage notes payable and other debt, including debt extinguishment costs Proceeds from credit facility Payments on credit facility Proceeds from corporate bonds Redemptions of corporate bonds, including extinguishment costs Repurchases of convertible notes, including extinguishment costs Payments of deferred financing costs F-17 Year Ended December 31, 2019 2018 2017 $ (307,106) $ (88,030) $ 32,378 495,232 (296,447) — 47,091 13,101 (2,618) 284 492 58 3,951 17,910 (26,536) 659,948 (96,068) — 54,647 13,314 (1,869) 1,366 (4,092) (355) — (5,360) — 745,499 (61,536) 20,027 50,548 16,751 (2,726) 3,646 (65) (2,976) — (18,373) — 1,622 2,078 2,097 (18,367) — — (16,719) (19,551) — — (107,603) (394,662) (37,957) (28,125) 106 (2,767) 1,138 1,067,532 — (1,716) (8,453) 9,837 6,328 1,957 — — 613,218 (34,096) — (2,492) 1,688 7,162 (66) (13,861) 493,914 (500,625) (22,291) (9,221) 5,761 (771) 48 502,289 122,915 (841) (13,412) 46,966 17,267 1,434 (2,200) 3,800 151,119 (21,394) 1,163 13,812 10,742 (395) 50 4,019 793,267 (699,004) (21,694) (14,850) 6,796 — 1,972 445,525 — (1,191) (37,226) 400 36,111 355 (16,400) 25,100 (274,106) 705 187 4,652 (374,058) 1,386,000 (739,000) 593,052 (1,160,977) (82,254) (4,190) (137,887) 1,934,000 (1,716,000) 546,304 — (597,500) (25,471) (424,385) 329,000 (645,107) 600,000 — — (9,575) VEREIT OPERATING PARTNERSHIP, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued) (In thousands) Repurchases of Common Stock under the share repurchase programs Repurchases of Common Stock to settle tax obligations Proceeds from the issuance of Common Stock, net of underwriters’ discount and offering expenses Redemption of Series F Preferred Stock Contributions from non-controlling interest holders Distributions paid Payment related to the surrender of Limited Partner OP Units Net cash used in financing activities Net change in cash and cash equivalents and restricted cash Cash and cash equivalents and restricted cash, beginning of period Less: cash and cash equivalents of discontinued operations Cash and cash equivalents and restricted cash from continuing operations, beginning of period Cash and cash equivalents and restricted cash, end of period Less: cash and cash equivalents of discontinued operations Cash and cash equivalents and restricted cash from continuing operations, end of period Reconciliation of Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents at beginning of period Restricted cash at beginning of period Cash and cash equivalents and restricted cash at beginning of period Cash and cash equivalents at end of period Restricted cash at end of period Cash and cash equivalents and restricted cash at end of period $ $ $ $ $ Year Ended December 31, 2019 2018 2017 — $ (1,618) (50,154) $ (2,326) (518) (2,148) 1,014,215 (300,122) 64 (665,241) (191,974) (525,398) (19,783) — — 120 (606,679) — (655,406) (10,373) $ 53,663 — $ 64,036 (2,198) 53,663 33,880 — 33,880 30,758 22,905 53,663 12,921 20,959 33,880 $ $ $ 61,838 53,663 — 53,663 34,176 27,662 61,838 30,758 22,905 53,663 $ $ $ — — 101 (608,615) — (756,595) (237,434) 301,470 (2,973) 298,497 64,036 (2,198) 61,838 253,479 45,018 298,497 34,176 27,662 61,838 The accompanying notes are an integral part of these statements. F-18 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 Note 1 – Organization 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. The OP is a Delaware limited partnership of which the General Partner is the sole general partner. VEREIT’s 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”) trade on the New York Stock Exchange (“NYSE”) 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. VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company actively manages its portfolio considering a number of metrics including property type, concentration and key economic factors for appropriate balance and diversity. Substantially all of the Company’s operations are conducted through the OP. VEREIT is the sole general partner and holder of 99.9% of the common equity interests in the OP as of December 31, 2019. Under the limited partnership agreement of the OP, as amended (the “LPA”), after holding common units of limited partner interests in the OP (“OP Units”) or Series F Preferred Units of limited partnership interests in the OP (“Series F Preferred Units”), for a period of one year and meeting the other requirements in the LPA, unless we otherwise consent to an earlier redemption, holders have the right to redeem the units for the cash value of a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, or, at our option, a corresponding number of shares of Common Stock or Series F Preferred Stock, as applicable, subject to adjustment pursuant to the terms of the LPA. 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. The actions of the OP 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 OP. Therefore, the assets and liabilities of the General Partner and the OP are 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 OP’s behalf shall be treated as expenses of the OP. 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 OP 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 OP has a proportionate economic interest in the OP reflecting its capital contributions thereto. OP Units and Series F Preferred Units issued to the General Partner are referred to as “General Partner OP Units” and “General Partner Series F Preferred Units,” respectively. OP Units and Series F Preferred Units issued to parties other than the General Partner are referred to as “Limited Partner OP Units” and “Limited Partner Series F Preferred Units,” respectively. The LPA also provides that the OP 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. 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 generally accepted accounting principles in the United States (“U.S. GAAP”). F-19 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and a consolidated joint venture. The portion of the consolidated joint venture not owned by the Company is presented as non-controlling interest 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 and Note 12 – Equity, certain third parties have been issued OP Units and Series F Preferred 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. Equity is reallocated between controlling and noncontrolling interests in the OP upon a change in ownership. At the end of each reporting period, noncontrolling interests in the OP are adjusted to reflect their ownership percentage in the OP through a reallocation between controlling and noncontrolling interests in the OP, as applicable. As of December 31, 2019 and 2018, there were approximately 0.8 million and 23.7 million Limited Partner OP Units issued and outstanding, respectively, and 49,766 and 86,874 Limited Partner Series F Preferred Units issued and outstanding, respectively. 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 (“VIE”). 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. The Company then qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE, which is generally defined as the party who has a controlling financial interest in the 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. Reclassification The (loss) gain on derivative instruments, net line item has been combined into other income, net for prior periods presented to be consistent with the current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding goodwill and intangible asset impairments, real estate investment impairment, allocation of purchase price of real estate asset acquisitions and income taxes. 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. F-20 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Allocation of Purchase Price of Real Estate Assets The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets and liabilities acquired based on their relative fair values. Tangible assets include land, buildings, fixtures and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. 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. In estimating 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. 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. The value of in-place leases is amortized over the initial term of the respective leases. If a tenant terminates its lease, then the unamortized portion of the in-place lease value is charged to expense. 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 revenue over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental revenue over the remaining terms of the respective leases, including any bargain renewal periods. The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations. During the years ended December 31, 2019, 2018 and 2017, all real estate acquisitions qualified as asset acquisitions, and external acquisition costs related to asset acquisitions were capitalized and allocated to tangible and intangible assets and liabilities as described above. Internal costs, such as employee salaries, related to activities necessary to complete, or affect, self-originating asset acquisitions or business combinations are classified as acquisition-related expenses in the accompanying consolidated statements of operations for all periods presented. 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. See Note 3– Real Estate Investments and Related Intangibles 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, 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. F-21 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Discontinued Operations The Company reports discontinued operations when a component of an entity or group of components that has been disposed of or classified as held for sale represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The results of operations for assets meeting the definition of discontinued operations are reflected in the Company’s consolidated statements of operations as discontinued operations for all periods presented. See Note 14 — Discontinued Operations for further discussion regarding discontinued operations. Investment in Unconsolidated Entities Unconsolidated Joint Ventures The Company accounts for its investment in unconsolidated joint venture arrangements using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing 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 (loss) from the unconsolidated joint ventures in equity in income and gain on disposition of unconsolidated entities in the consolidated statements of operations. See Note 3– Real Estate Investments and Related Intangibles for further discussion on investments in unconsolidated joint ventures. Investment in Cole REITs On February 1, 2018, the Company sold certain of its equity investments to CCA Acquisition, LLC (the “Cole Purchaser”), an affiliate of CIM Group, LLC, retaining interests retaining interests in Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole Credit Property Trust V, Inc. (“CCPT V”). Subsequent to the sale of Cole Capital, the Company carries these investments at fair value, as the Company does not exert significant influence over CCIT II, CCIT III or CCPT V, and any changes in the fair value are recognized in other income, net in the accompanying consolidated statement of operations for the years ended December 31, 2019 and 2018. Prior to the sale of Cole Capital, the Company accounted for these investments using the equity method of accounting, which required the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the respective Cole REIT’s earnings and distributions. The Company recorded its proportionate share of net income or loss from the Cole REITs in equity in income and gain on disposition of unconsolidated entities in the consolidated statement of operations for the year ended December 31, 2017. 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 typically include computer hardware and software, furniture and fixtures, among other items, 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 three 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. In connection with prior mergers, the Company recorded goodwill as a result of the merger consideration exceeding the net assets acquired. As of December 31, 2019 and 2018, the carrying value of goodwill was $1.3 billion. F-22 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) 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. U.S. GAAP requires us to utilize the Company’s expected holding period of our properties when assessing recoverability. 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 or leasing transactions. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in Note 5 – Fair Value Measures. Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. To determine whether it is necessary to perform a quantitative goodwill impairment test, the Company first assesses qualitative factors, including, but not limited to macro-economic conditions such as deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative to peers. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no quantitative testing is required. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value is less than the carrying amount, the provisions of guidance require that the Company then compares the fair value to the carrying value. Goodwill is considered impaired if the carrying value exceeds the fair value. The Company performed the annual qualitative assessment for goodwill during the fourth quarter of 2019. As a result of the qualitative testing, the Company believes that it is more-likely-than-not that the fair value of the goodwill is greater than the carrying value. As such, no further testing was performed. The Company performed a quantitative analysis for the annual goodwill tests during the years ended December 31, 2018 and 2017, which also resulted in no impairments. Investment in Unconsolidated Joint Ventures 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 joint ventures. If an event or change in circumstance has occurred, the Company is required to evaluate its investment in the unconsolidated joint venture 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 joint venture 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 joint ventures were identified during the years ended December 31, 2019, 2018 and 2017. 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, 2019, 2018 and 2017. F-23 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) 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 Corporation (“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 $21.0 million and $22.9 million, respectively, in restricted cash as of December 31, 2019 and 2018. Restricted cash primarily consists of reserves related to lease expirations, as well as maintenance, structural and debt service reserves. In accordance with 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. Included in restricted cash at December 31, 2019 was $18.8 million in lender reserves and $2.2 million held in restricted lockbox accounts. Included in restricted cash at December 31, 2018 was $21.5 million in lender reserves and $1.4 million held in restricted lockbox accounts. Deferred Financing Costs Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. Deferred financing costs, other than those associated with the Revolving Credit Facility (as defined in Note 6 – Debt ), are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Deferred financing costs related to the Revolving Credit Facility are included in rent and tenant receivables and other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are written off when the associated debt is refinanced or repaid before maturity. Costs incurred in connection with potential financial transactions that are not completed are expensed in the period in which it is determined the financing will not be completed. Convertible Debt The Company has an outstanding aggregate balance of $321.8 million related to the 2020 Convertible Notes (as defined in Note 6 – Debt ). The 2020 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 2020 Convertible Notes are accounted for as a liability with a separate equity component recorded for the conversion option. A liability was recorded for the 2020 Convertible Notes on the issuance date at fair value based on a discounted cash flow analysis using current market rates for debt instruments with similar terms. The difference between the initial proceeds from the 2020 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 2020 Convertible Notes. Derivative Instruments The Company may use derivative financial instruments, including interest rate swaps, caps, collars, treasury locks, options and forwards to hedge all or a portion of the interest rate risk associated with its borrowings. The Company’s interest rate management objectives are intended to limit the impact of interest rate fluctuations on earnings and cash flows and to manage the Company’s overall borrowing costs. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges are used to hedge forecasted issuances of fixed rate debt and the variable cash flows associated with floating rate debt. 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 the Company may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. F-24 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) 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. 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 other income, net in the consolidated statements of operations and consolidated statements of comprehensive income (loss). If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss). Unrealized gains and losses in other comprehensive income (loss) are reclassified to interest expense when the related hedged items impact earnings. See Note 7 – Derivatives and Hedging Activities for further discussion. Leases ASC 842 (effective January 1, 2019) The adoption of ASC 842, effective January 1, 2019, did not have a material impact on the Company’s consolidated statements of operations. The most significant impact was the recognition of operating lease right-of-use (“ROU”) assets and operating lease liabilities for operating leases pursuant to which the Company is the lessee. The Company did not have a cumulative effect adjustment to retained earnings upon adoption. The lessor accounting model under ASC 842 is similar to existing guidance, however, it limits the capitalization of initial direct leasing costs, such as internally generated costs, and modifies the lease classification criteria through the elimination of "bright-line" tests. The Company elected the package of practical expedients permitted under ASC 842 (which included: (i) an entity need not reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases), the land easement practical expedient to carry forward existing accounting treatment on existing land easements, the practical expedient which allows a lessee to combine lease and non-lease components, and the short-term lease election that allows a lessee not to apply the balance sheet recognition requirements to leases with a term of 12 months or less. The Company elected not to apply the practical expedients related to hindsight or assessing impairment of ROU assets. Lessor (effective January 1, 2019) At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. Prior to the adoption of ASC 842, the Company has acquired certain properties that are subject to leases that qualified as direct financing leases. 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. The Company does not have any sales-type leases as of December 31, 2019. For operating leases with minimum scheduled rent increases, the Company recognizes rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. Variable lease payments, including contingent rent, which is paid by a tenant when the tenant's sales exceed an agreed upon minimum amount, are recognized once tenant sales exceed contractual tenant lease thresholds and is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. F-25 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) The Company, as lessor, identified three separate lease components as follows: i) land lease component, ii) single property lease component comprised of building, land improvements and tenant improvements, and iii) furniture and fixtures. The Company’s leases also contain provisions for tenants to reimburse the Company for real estate taxes and insurance, which are considered noncomponents of the lease, and maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. The Company continually reviews receivables related to rent, straight-line rent and property operating expense reimbursements 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. The review includes a binary assessment of whether or not substantially all of the amounts due under a tenant’s lease agreement are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. The Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental income and does not record an allowance for uncollectible accounts. Rental revenue also includes lease termination income collected from tenants to allow for the tenant to vacate their space prior to their scheduled termination dates, as well as amortization of above and below-market leases. Lessee (effective January 1, 2019) To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The ROU asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly. Policy applicable to periods prior to January 1, 2019 The accounting policy for leases in which the Company is the lessor or lessee prior to the adoption of ASC 842 can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Revenue Recognition In May 2014, the U.S. Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) (Topic 606), which 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. Revenues generated through leasing arrangements are within the scope of ASC 842, as discussed above, and are excluded from Topic 606. Revenue Recognition - Cole Capital As discussed in Note 14 — Discontinued Operations, on February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital. The assets, liabilities and related financial results of substantially all of the Cole Capital segment are reflected in the financial statements as discontinued operations. F-26 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Cole Capital earned securities sales commissions, dealer manager fees, distribution and stockholder servicing fees, real estate acquisition fees, financing coordination fees, property management fees, advisory fees, asset management fees and performance fees for services relating to the Cole REITs’ offerings and the investment and management of their respective assets, in accordance with the respective dealer manager and advisory agreements. The Company was also reimbursed for certain costs incurred in providing these services, which were recorded as revenue as the expenses were incurred subject to revenue constraint due to the limitations on the amount that was reimbursable based on the terms of the respective dealer manager and advisory agreements. Refer to Note 15 – Related Party Transactions and Arrangements for a disaggregation of Cole Capital revenues. The Company entered into a services agreement (the “Services Agreement”) with the Cole Purchaser, pursuant to which the Company will continue to provide certain services to the Cole Purchaser and the Cole REITs, including operational real estate support, (“Transition Services Revenues”) through March 31, 2019 (or, if later, the date of the last government filing other than a tax filing made by any of the Cole REITs with respect to its 2018 fiscal year). Under the terms of the Services Agreement, the Company will be entitled to receive reimbursement for certain of the services provided. The Company recorded Transition Services Revenues as costs associated with providing such services were incurred, which coincided with the timing in which the performance obligations of the contract had been met. During the year ended December 31, 2019 the Company incurred $2.1 million of such costs and recognized revenues of $2.4 million, including acquisition fees, and during the period from February 1, 2018 through December 31, 2018, the Company incurred $15.0 million of such costs and recognized revenues of $15.0 million, which are recorded in other income, net in the consolidated statement of operations. The Company may also earn additional fees in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year (the “Net Revenue Payments”), up to an aggregate of $80.0 million in Net Revenue Payments. Litigation and non-routine costs, net The Company has incurred legal fees and other costs associated with litigations and investigations resulting from the Audit Committee Investigation (defined below), which are considered non-routine. The Company’s insurance carriers have paid certain defense costs subject to standard reservation of rights under the respective policies. Litigation and non-routine costs, net include the following costs and recoveries (amounts in thousands): Litigation and non-routine costs, net: Audit Committee Investigation and related matters (1) Legal fees and expenses (2) Litigation settlements (3) Merger related transfer taxes(4) Total costs Insurance recoveries (5) Other recoveries (6) Total ___________________________________ Year Ended December 31, 2019 2018 2017 $ $ 70,168 2 820,208 — 890,378 (48,420) (26,536) 815,422 $ $ 59,755 530 233,246 — 293,531 (2,568) — 290,963 $ $ 49,434 421 — (1,595) 48,260 (300) — 47,960 (1) Includes all fees and costs associated with various litigations and investigations prompted by the results of the 2014 investigation conducted by the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Audit Committee Investigation”), including fees and costs incurred pursuant to the Company’s advancement obligations, litigation related thereto and in connection with related insurance recovery matters, net of accrual reversals. (2) Includes legal fees and expenses associated with litigation resulting from prior mergers and excludes amounts presented in income from discontinued operations, net of income taxes in the consolidated statements of operations for the year ended December 31, 2018. (3) Refer to Note 10 – Commitments and Contingencies for additional information. (4) The negative balance for the year ended December 31, 2017 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. (5) $2.3 million during the year ended December 31, 2018 relates to litigation resulting from prior mergers. (6) Represents the surrender of 2.9 million Limited Partner OP Units. Refer to Note 12 – Equity for additional information. F-27 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Loss Contingencies The Company records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable and the amount is reasonably estimable. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not known or probable, and is reasonably estimable, the estimated loss or range of loss is disclosed. Equity-based Compensation The Company has an equity-based incentive award plan (the “Equity Plan”) for non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP 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 13– Equity-based Compensation for additional information on these plans. Restructuring During the year ended December 31, 2019, the Company’s obligation to provide certain initial transition services for the Cole Purchaser terminated in accordance with the terms of the Services Agreement and the Company recorded $10.5 million of restructuring expenses related to the reorganization of its business, of which $9.2 million related to office lease terminations and modifications and $1.8 million related to the cessation of services under the Services Agreement, including severance, net of ASC 842 operating lease adjustments of $0.5 million. No restructuring expenses were recorded prior to January 1, 2019 in connection with the sale. 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 (“Restricted Shares”) 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. Income Taxes 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. 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, 2019. As a REIT, the General Partner is generally 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). However, the General Partner, its taxable REIT subsidiaries (“TRS”) entities, and the OP are still subject to certain state and local income, franchise and property taxes in the various jurisdictions in which they operate. The General Partner may also be subject to 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 include its allocable share of the OP’s income, gains, losses, deductions and credits for each taxable year. 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. A TRS is a subsidiary of a REIT that is subject to 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 conducted substantially all of the Cole Capital business activities through a TRS until it sold the Cole Capital business on February 1, 2018. During the year ended December 31, 2019, the Company conducted all of its business in the United States and Puerto Rico and filed income tax returns in the U.S. federal jurisdiction, Puerto Rico, and various state and local jurisdictions. With few exceptions, the Company is no longer subject to routine examinations by taxing authorities for years before 2015. Certain of the Company’s intercompany 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 F-28 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) 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. During the years ended December 31, 2019, 2018 and 2017, the Company recognized state and local income and franchise tax expense of $4.3 million, $4.7 million and $6.9 million, respectively, which are included in provision for income taxes in the accompanying consolidated statements of operations. In addition, the Company recorded a provision for federal income taxes of $0.4 million for the year ended December 31, 2018 related to a TRS entity, which is also included in provision for income taxes in the accompanying consolidated statements of operations. No provision for federal income taxes related to a TRS entity was recorded for the years ended December 31, 2019 or 2017. The provision for or benefit from income taxes attributable to the Cole Capital business, substantially all of which was conducted through a TRS entity, is included in discontinued operations for all periods presented, as discussed in Note 14 — Discontinued Operations. The Company had no unrecognized tax benefits as of or during the years ended December 31, 2019, 2018 and 2017. Any interest and penalties related to unrecognized tax benefits would be recognized in provision for income taxes in the accompanying consolidated statements of operations. As of December 31, 2019, the OP and the General Partner had no material uncertain income tax positions. Recent Accounting Pronouncements Financial Instruments - Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) and subsequent amendments to the initial guidance, intended to clarify and improve certain topics, under ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively Topic 326). Topic 326 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in Topic 326 require the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology under current U.S. GAAP. The effective date for Topic 326 is for fiscal years (including the interim periods therein) beginning after December 15, 2019. Topic 326 must be adopted by applying a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not expect Topic 326 will have a material impact on its consolidated financial statements upon adoption during the first quarter of 2020. F-29 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Note 3– Real Estate Investments and Related Intangibles Property Acquisitions During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million (the “2019 Acquisitions”), which includes $2.3 million of external acquisition- related expenses that were capitalized. Additionally, the Company placed in service one build-to-suit development project in which the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were capitalized and including the land parcel acquired during the year ended December 31, 2018. During the year ended December 31, 2018, the Company acquired a controlling interest in 52 commercial properties for an aggregate purchase price of $502.7 million (the “2018 Acquisitions”), which includes one land parcel for build-to-suit development, $2.1 million related to an outstanding tenant improvement allowance and $2.6 million of external acquisition-related expenses that were capitalized. During the year ended December 31, 2017, the Company acquired a controlling interest in 88 commercial properties and three land parcels for an aggregate purchase price of $748.8 million (the “2017 Acquisitions”), which includes $3.3 million of external acquisition-related expenses that were capitalized and includes 22 properties acquired in a nonmonetary exchange discussed below. The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands): Real estate investments, at cost: Land Buildings, fixtures and improvements Total tangible assets Acquired intangible assets: In-place leases and other intangibles (1) Above-market leases (2) Assumed intangible liabilities: Below-market leases (3) Total purchase price of assets acquired ____________________________________ Year Ended December 31, 2019 2018 2017 $ $ 83,476 268,470 351,946 $ 86,285 350,942 437,227 51,627 — 62,791 2,750 110,634 523,445 634,079 105,940 10,445 — 403,573 $ (116) 502,652 $ (1,680) 748,784 $ (1) The weighted average amortization period for acquired in-place leases and other intangibles is 16.5 years, 16.3 years and 15.8 years for 2019 Acquisitions, 2018 Acquisitions and 2017 Acquisitions, respectively. (2) The weighted average amortization period for acquired above-market leases is 10.8 years and 18.0 years for 2018 Acquisitions and 2017 Acquisitions, respectively. (3) The weighted average amortization period for assumed intangible lease liabilities is 9.9 years and 13.8 years for 2018 Acquisitions and 2017 Acquisitions, respectively. Property Dispositions and Real Estate Assets Held for Sale During the year ended December 31, 2019, the Company disposed of 201 properties, including the sale of six consolidated properties to two newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”) and one property sold through a foreclosure as discussed in Note 6 – Debt, for an aggregate gross sales price of $1.2 billion, of which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties. The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $293.9 million related to the dispositions, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. During the year ended December 31, 2018, the Company disposed of 149 properties, including one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $526.4 million, of which our share was $504.3 million after the profit participation payment related to the disposition of 34 Red Lobster properties. The dispositions resulted in proceeds of $496.7 million after closing costs. The Company recorded a gain of $96.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. F-30 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) During the year ended December 31, 2018, the Company also disposed of one property owned by an unconsolidated joint venture for a gross sales price of $34.1 million, of which our share was $17.1 million based on our ownership interest in the joint venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company recorded a gain of $0.7 million related to the sale and liquidation of the joint venture, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations. During the year ended December 31, 2017, the Company disposed of 137 properties, including one property owned by a consolidated joint venture, six properties transferred to the lender in either a deed-in-lieu of foreclosure or foreclosure sale transaction as discussed in Note 6 – Debt and 15 properties disposed of in connection with a nonmonetary exchange discussed below, for an aggregate gross sales price of $594.9 million, of which our share was $574.4 million after the profit participation payment related to the disposition of 31 Red Lobster properties and the consolidated joint venture partner’s share of the sales price. The dispositions resulted in proceeds of $445.5 million after a mortgage loan assumption of $66.0 million and closing costs. Additionally, the Company’s tax provision for the year ended December 31, 2017 included $1.7 million of Canadian tax gain on the sale of certain Canadian properties. The Company recorded a gain of $64.7 million, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. As of December 31, 2019, there were five properties classified as held for sale with a carrying value of $27.0 million, included in real estate assets held for sale, net, primarily comprised of land of $6.3 million and building, fixtures and improvements, net of $19.8 million, in the accompanying consolidated balance sheets, which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2018, there were five properties classified as held for sale. During the years ended December 31, 2019, 2018 and 2017, the Company recorded losses of $1.3 million, $1.9 million and $3.1 million respectively, related to held for sale properties. Intangible Lease Assets and Liabilities Intangible lease assets and liabilities of the Company consisted of the following as of December 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life): Intangible lease assets: In-place leases and other intangibles, net of accumulated amortization of $748,689 and $703,909, respectively Leasing commissions, net of accumulated amortization of $6,027 and $4,048, respectively Above-market lease assets and deferred lease incentives, net of accumulated amortization of $112,438 and $105,936, respectively Total intangible lease assets, net Intangible lease liabilities: Below-market leases, net of accumulated amortization of $99,315 and $89,905, respectively Weighted-Average Useful Life December 31, 2019 December 31, 2018 15.9 10.1 16.3 19.1 $ $ $ 854,196 $ 980,971 17,808 15,660 165,483 1,037,487 $ 201,875 1,198,506 143,583 $ 173,479 The aggregate amount of amortization of above and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $2.5 million, $4.2 million and $5.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $127.5 million, $139.6 million and $154.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. F-31 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of December 31, 2019 (amounts in thousands): In-place leases and other intangibles: Total projected to be included in amortization expense $ 116,812 $ 108,990 $ 95,237 $ 84,843 $ 74,347 2020 2021 2022 2023 2024 Leasing commissions: Total projected to be included in amortization expense 2,361 2,203 2,102 1,827 1,612 Above-market lease assets and deferred lease incentives: Total projected to be deducted from rental revenue 19,301 18,876 18,064 17,120 15,749 Below-market lease liabilities: Total projected to be included in rental revenue 16,840 15,189 13,497 12,774 10,927 Nonmonetary Exchange During the year ended December 31, 2017, the Company completed a nonmonetary exchange through the simultaneous acquisition of 22 Bob Evans properties and disposition of 15 Red Lobster properties. Pursuant to Nonmonetary Transactions, ASC (Topic 845), the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain the acquired nonmonetary asset, and a gain or loss should be recognized on the exchange. The fair value of the asset received should be used to measure the cost if the fair value of the asset received is more reliable than the fair value of the asset surrendered. The Company estimated the fair value of the Bob Evans and Red Lobster properties using valuation techniques consistent with the income approach and concluded that the fair value was $50.1 million. As the fair value of the assets received exceeded the book value of the assets surrendered, the Company recorded a gain of $7.4 million, which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations. Consolidated Joint Ventures The Company had an interest in one consolidated joint venture that owned one property as of December 31, 2019 and December 31, 2018. As of each of December 31, 2019 and December 31, 2018, the consolidated joint venture had total assets of $32.5 million, of which $29.6 million and $29.9 million, respectively, were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the Company and had a balance of $14.3 million and $14.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company has the ability to control operating and financing policies of the consolidated joint venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of the joint venture partner in accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls. Unconsolidated Joint Ventures The Company’s investment in unconsolidated joint ventures consisted of interests in the Industrial Partnership and one unconsolidated joint venture as of December 31, 2019 and an interest in one unconsolidated joint venture as of December 31, 2018. During the year ended December 31, 2018, the Company disposed of one property owned by an unconsolidated joint venture as previously discussed in the “Property Dispositions and Real Estate Assets Held for Sale” section herein. The unconsolidated joint ventures had total aggregate debt outstanding of $269.3 million as of December 31, 2019, which is non-recourse to the Company, as discussed in Note 6 – Debt. There was no debt outstanding related to the unconsolidated joint ventures as of December 31, 2018. The Company and the respective unconsolidated joint venture partners are subject to the provisions of the applicable joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls, including the Company’s share of expansion project capital expenditures. The following is a summary of the Company’s investments in unconsolidated joint ventures as of December 31, 2019, December 31, 2018 and for the years ended December 31, 2019, 2018 and 2017 (dollar amounts in thousands): F-32 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Carrying Amount of Investment (1) Equity in Income (2) Year Ended Investment Faison JV Bethlehem GA Industrial Partnership ____________________________________ Ownership % (3) 90% Number of Properties 1 December 31, 2019 40,416 $ December 31, 2018 35,289 $ $ 20% 6 $ 28,409 $ — $ December 31, 2019 December 31, 2018 December 31, 2017 2,364 254 $ $ 1,219 $ 3,068 — $ — (1) The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of December 31, 2019 and December 31, 2018. 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 mergers. 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. (2) During the years ended December 31, 2018 and December 31, 2017, the Company recognized $0.7 million and $0.2 million, respectively, of equity in income and gain on disposition of unconsolidated entities from the unconsolidated joint venture which disposed of its property during the year ended December 31, 2018. (3) The Company’s ownership interest 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. Note 4 –Rent and Tenant Receivables and Other Assets, Net Rent and tenant receivables and other assets, net consisted of the following as of December 31, 2019 and December 31, 2018 (in thousands): Straight-line rent receivable, net (1) Accounts receivable, net (1) Deferred costs, net (2) Investment in direct financing leases, net Investment in Cole REITs (3) Prepaid expenses Leasehold improvements, property and equipment, net (4) Other assets, net Total ___________________________________ December 31, 2019 266,195 $ 41,556 7,208 9,341 7,552 3,453 4,809 8,281 348,395 $ December 31, 2018 259,106 $ 36,939 17,515 13,254 7,844 5,022 9,754 16,658 366,092 $ (1) As of December 31, 2018, allowance for uncollectible accounts included in straight-line rent receivable, net and accounts receivable, net was $1.0 million and $5.3 million, respectively. Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectible accounts. Any recoveries for those receivables reserved prior to adoption of ASC 842 will be recorded as an adjustment to rental revenue. (2) Amortization expense for deferred costs related to the revolving credit facilities totaled $2.1 million, $7.3 million and $10.4 million for the years ended December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of $1.8 million for the year ended December 31, 2019. There were no related write- offs for the years ended December 31, 2018 or 2017. Accumulated amortization for deferred costs related to the revolving credit facilities was $49.8 million and $47.6 million as of December 31, 2019 and December 31, 2018, respectively. (3) On February 1, 2018, the Company completed the sale of Cole Capital (as described in Note 14 — Discontinued Operations), retaining interests in CCIT II, CCIT III and CCPT V. (4) Amortization expense for leasehold improvements totaled $0.7 million for the year ended December 31, 2019 with no related write-offs and $1.2 million for each of the years ended December 31, 2018 and 2017, with no related write-offs. Accumulated amortization was $2.8 million and $5.9 million as of December 31, 2019 and December 31, 2018, respectively. Depreciation expense for property and equipment totaled $1.3 million, $2.3 million and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively, inclusive of write-offs of less than $0.1 million, $0.8 million and $0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. Accumulated depreciation was $5.4 million and $7.0 million as of December 31, 2019 and December 31, 2018, respectively. The Company disposed of $4.3 million, net, of leasehold improvements, property and equipment, which is included in restructuring expenses in the accompanying consolidated statements of operations for the year ended December 31, 2019. F-33 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Note 5 – 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. The Company does not expect that changes in classifications between levels will be frequent. 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, 2019 and December 31, 2018, aggregated by the level in the fair value hierarchy within which those instruments fall (in thousands): Assets: Derivative assets Investment in Cole REITs Total assets Liabilities: Derivative liabilities Assets: Derivative assets Investment in Cole REITs Total assets Level 1 Level 2 Level 3 Balance as of December 31, 2019 — $ — — $ 250 — 250 $ $ — $ 7,552 7,552 $ 250 7,552 7,802 — $ (28,081) $ — $ (28,081) Level 1 Level 2 Level 3 Balance as of December 31, 2018 — $ — — $ 544 — 544 $ $ — $ 7,844 7,844 $ 544 7,844 8,388 $ $ $ $ $ Derivative Assets and Liabilities – The Company’s derivative financial instruments relate to interest rate swaps. 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. F-34 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Although the Company 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, 2019 and December 31, 2018, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Investment in Cole REITs – The fair values of CCIT II, CCIT III and CCPT V were estimated using the net asset value per share. Each of the Cole REIT’s share redemption programs includes restrictions that limit the number of shares redeemed by the respective Cole REIT. The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2019 (in thousands): Beginning balance, January 1, 2019 Unrealized loss included in other income, net Ending Balance, December 31, 2019 Investment in Cole REITs $ $ 7,844 (292) 7,552 The following are reconciliations of the changes in assets and liabilities with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2018 (in thousands): Beginning balance, January 1, 2018 Total gains and losses Unrealized loss included in other comprehensive income, net Realized loss included in other income, net Unrealized gain included in other income, net Purchases, issuance, settlements Return of principal received Amortization included in net income, net Sale of investments Ending Balance, December 31, 2018 Items Measured at Fair Value on a Non-Recurring Basis Commercial Mortgage-Backed Securities Investment in Cole REITs $ 40,974 $ 3,264 (205) (34) — (4,864) 157 (36,028) $ — $ — — 5,102 — — (522) 7,844 Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. 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. As part of the Company’s quarterly impairment review procedures, net real estate assets representing 77 properties were deemed to be impaired resulting in impairment charges of $47.1 million during the year ended December 31, 2019. The impairment charges relate to certain office, retail and restaurant properties that, during 2019, management identified for potential sale or determined, based on discussions with the current tenants, would not be re-leased by the tenant and the Company believes the property will not be leased to another tenant at a rental rate that supports the current book value. During the years ended December 31, 2018 and 2017 net real estate assets related to 70 and 69 properties, respectively, were deemed to be impaired resulting in impairment charges of $54.6 million and $50.5 million for the years ended December 31, 2018 and 2017, respectively. F-35 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) The Company estimates fair values using Level 3 inputs and uses 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 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 revenue 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 the Company’s impairment tests for the real estate assets during the year ended December 31, 2019, the Company used a range of discount rates from 7.9% to 8.7% with a weighted-average rate of 8.5% and capitalization rates from 7.4% to 8.2% with a weighted-average rate of 8.0%. Fair Value of Financial Instruments The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash 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. The fair values of the Company’s financial instruments are reported below (dollar amounts in thousands): Level Carrying Amount at December 31, 2019 Fair Value at December 31, 2019 Carrying Amount at December 31, 2018 Fair Value at December 31, 2018 Liabilities (1): Mortgage notes payable and other debt, net Corporate bonds, net Convertible debt, net Credit facility Total liabilities 2 2 2 2 $ $ 1,535,918 2,839,581 319,947 1,050,000 5,745,446 $ $ 1,590,915 3,022,087 327,237 1,050,000 5,990,239 $ $ 1,933,209 3,395,885 398,591 403,000 6,130,685 $ $ 1,961,496 3,368,928 396,905 403,000 6,130,329 _______________________________________________ (1) Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. Debt – 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. Corporate bonds and convertible debt are valued using quoted market prices in active markets with limited trading volume when available. F-36 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Note 6 – Debt As of December 31, 2019, the Company had $5.7 billion of debt outstanding, including net premiums and net deferred financing costs, with a weighted-average years to maturity of 4.8 years and a weighted-average interest rate of 4.30%. The following table summarizes the carrying value of debt as of December 31, 2019 and December 31, 2018, and the debt activity for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 Balance as of December 31, 2018 Debt Issuances Repayments, Extinguishment and Assumptions Accretion and Amortization Balance as of December 31, 2019 Mortgage notes payable: Outstanding balance Net premiums (1) Deferred costs Mortgages notes payable, net $ $ 1,917,132 16,077 (10,552) 1,922,657 $ 705 — (96) 609 (388,780) $ (1,503) 615 (389,668) — $ (7,713) 2,249 (5,464) Corporate bonds: Outstanding balance Discount (2) Deferred costs Corporate bonds, net Convertible debt: Outstanding balance Discount (2) Deferred costs Convertible debt, net Credit facility: Outstanding balance Deferred costs (3) Credit facility, net 3,400,000 (4,115) (27,276) 3,368,609 600,000 (6,948) (5,011) 588,041 (1,150,000) — 2,144 (1,147,856) 402,500 (3,909) (3,708) 394,883 403,000 (1,227) 401,773 — — — — (80,698) 391 372 (79,935) 1,386,000 (4,279) 1,381,721 (739,000) — (739,000) — 644 4,301 4,945 — 1,663 1,572 3,235 — 1,175 1,175 1,529,057 6,861 (7,784) 1,528,134 2,850,000 (10,419) (25,842) 2,813,739 321,802 (1,855) (1,764) 318,183 1,050,000 (4,331) 1,045,669 Total debt $ 6,087,922 $ 1,970,371 $ (2,356,459) $ 3,891 $ 5,705,725 ____________________________________ (1) Net premiums on mortgage notes payable were recorded upon the assumption of the respective mortgage notes 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 mortgage notes using the effective-interest method. (2) 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. (3) Deferred costs relate to the Credit Facility Term Loan, as defined in the “Credit Facility” section below. F-37 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Mortgage Notes Payable The Company’s mortgage notes payable consisted of the following as of December 31, 2019 (dollar amounts in thousands): Encumbered Properties Gross Carrying Value of Collateralized Properties (1) Outstanding Balance Weighted-Average Interest Rate (2) Fixed-rate debt Variable-rate debt Total (5) 354 1 355 $ $ 2,978,246 34,320 3,012,566 $ $ 1,514,666 14,391 1,529,057 (4) 5.05% 4.99% 5.05% ____________________________________ Weighted-Average Years to Maturity (3) 2.8 0.6 2.8 (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 is computed using the interest rate in effect until the anticipated repayment date. Should the loan not be repaid at the anticipated repayment date, the applicable interest rate will increase as specified in the respective loan agreement until the extended maturity date. (3) Weighted average years remaining to maturity is computed using the anticipated repayment date as specified in each loan agreement, where applicable. (4) Weighted-average interest rate for variable-rate debt represents the interest rate in effect as of December 31, 2019. (5) The table above does not include mortgage notes associated with unconsolidated joint ventures of $269.3 million, which are non-recourse to the Company. The mortgage notes have a weighted-average fixed interest rate of 3.57% and mature on June 6, 2024. 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 debt service coverage ratios and minimum net operating income). 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, 2019, the Company believes that it was in compliance with the financial covenants under the mortgage loan agreements and had no restrictions on the payment of dividends. On June 6, 2019, the Company received a notice of default from the lender of a non-recourse loan secured by one property, which had an outstanding balance of $19.5 million on the notice date, due to intentional non-payment of amounts due in accordance with the loan documents. On July 2, 2019, a foreclosure sale occurred to settle the mortgage note obligation. On April 12, 2018, the Company entered into a deed-in-lieu of foreclosure agreement with the lender of a mortgage loan, secured by one property, with an outstanding balance of $16.2 million at the time of default and conveyed all interest in the property to satisfy the mortgage loan. The following table summarizes the scheduled aggregate principal repayments due on mortgage notes subsequent to December 31, 2019 (in thousands): 2020 2021 2022 2023 2024 Thereafter Total Total 188,385 299,015 289,451 124,217 621,021 6,968 1,529,057 $ $ F-38 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Corporate Bonds As of December 31, 2019, the OP had $2.85 billion aggregate principal amount of senior unsecured notes (the “Senior Notes”) outstanding comprised of the following (dollar amounts in thousands): 2024 Senior Notes 2025 Senior Notes 2026 Senior Notes 2027 Senior Notes 2029 Senior Notes Total balance and weighted-average interest rate Outstanding Balance December 31, 2019 Interest Rate Maturity Date $ $ 500,000 550,000 600,000 600,000 600,000 4.600% February 6, 2024 4.625% November 1, 2025 4.875% 3.950% August 15, 2027 June 1, 2026 3.100% December 15, 2029 2,850,000 4.210% On February 6, 2019, $750.0 million of senior notes (the “2019 Senior Notes”) matured and the principal plus accrued and unpaid interest thereon, were repaid, utilizing borrowings under the Credit Facility Term Loan. On December 4, 2019, the Company closed a senior note offering, consisting of $600.0 million aggregate principal amount of the Operating Partnership’s 3.10% Senior Notes due 2029 (the “2029 Senior Notes”). On December 20, 2019, $400.0 million of the 4.125% senior notes due 2021 (the “2021 Senior Notes”) were redeemed, and the principal plus accrued and unpaid interest thereon was repaid. 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. If the redemption date is 60 or fewer days prior to the maturity date with respect to the 2025 Senior Notes or is 90 or fewer days prior to the maturity date with respect to the 2024 Senior Notes, the 2026 Senior Notes, the 2027 Senior Notes and the 2029 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 (the “Securities Act”) and are freely transferable. The indenture governing our Senior Notes requires us to maintain financial ratios which include maintaining (i) a maximum limitation on incurrence of total debt less than or equal to 65% of Total Assets (as defined in the indenture), (ii) maximum limitation on incurrence of secured debt less than or equal to 40% of Total Assets (as defined in the indenture), (iii) a minimum debt service coverage ratio of at least 1.5x and (iv) a minimum unencumbered asset value of at least 150% of the aggregate principal amount of all of the outstanding Unsecured Debt (as defined in the indenture). As of December 31, 2019, the Company believes that it was in compliance with the financial covenants of our Senior Notes based on the covenant limits and calculations in place at that time. Convertible Debt During the year ended December 31, 2019, the Company repurchased $80.7 million of the 3.75% convertible senior notes due 2020 (the “2020 Convertible Notes”) and paid accrued and unpaid interest thereon. As of December 31, 2019, the Company’s 2020 Convertible Notes had a balance of $321.8 million outstanding, which excludes the carrying value of the conversion options recorded within additional paid-in capital of $12.3 million and the unamortized discount of $1.9 million. The discount will be amortized over the remaining term of 1.0 year. The 2020 Convertible Notes bear interest at an annual rate of 3.75%. The 2020 Convertible Notes may be converted into cash, shares of the Company’s Common Stock or a combination thereof, in limited circumstances prior to June 15, 2020, and may be converted into such consideration at any time on or after June 15, 2020. As of December 31, 2019, the conversion rate was 66.7249 shares of the Company’s Common Stock per $1,000 principal amount of 2020 Convertible Notes, which reflects adjustments to the initial conversion rate pursuant to the terms of the applicable indenture as a result of cash dividend payments. There were no changes to the terms of the 2020 Convertible Notes during the year ended December 31, 2019 and the Company believes that it was in compliance with the financial covenants pursuant to the indenture governing the 2020 Convertible Notes as of December 31, 2019. F-39 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Credit Facility On May 23, 2018, the General Partner, as guarantor, and the OP, as borrower, entered into a credit agreement with Wells Fargo Bank, National Association as administrative agent and other lenders party thereto (the “Credit Agreement”). The Credit Agreement provided for maximum borrowings of $2.9 billion, originally consisting of a $2.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $900.0 million unsecured term loan facility (the “Credit Facility Term Loan,” together with the Revolving Credit Facility, the “Credit Facility”). Effective December 27, 2019, the Company reduced its Revolving Credit Facility from $2.0 billion to $1.5 billion. As of December 31, 2019, $150.0 million was outstanding under the Revolving Credit Facility and the full $900.0 million was drawn on the Credit Facility Term Loan. The maximum aggregate dollar amount of letters of credit that may be outstanding at any one time under the Credit Facility is $50.0 million. As of December 31, 2019, letters of credit outstanding were $3.9 million. Subsequent to December 31, 2019, all letters of credit outstanding were terminated. As discussed in Note 7 – Derivatives and Hedging Activities, on January 24, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, to hedge interest rate volatility. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%. The Revolving Credit Facility generally bears interest at an annual rate of London Interbank Offered Rate (“LIBOR”) plus 0.775% to 1.55% or Base Rate plus 0.00% to 0.55% (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 plus 1.0%, determined on a daily basis. The Credit Facility Term Loan generally bears interest at an annual rate of LIBOR plus 0.85% to 1.75%, or Base Rate plus 0.00% to 0.75% (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. 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 terminate, and payment of any unpaid amounts in respect of the Credit Facility will be accelerated. The Revolving Credit Facility terminates on May 23, 2022, unless extended in accordance with the terms of the Credit Agreement. The Credit Agreement provides for two six-month extension options with respect to the Revolving Credit Facility, exercisable at the OP’s election and subject to certain customary conditions, as well as certain customary “amend and extend” provisions. The outstanding Credit Facility Term Loan matures on May 23, 2023. 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 facility fee equal to 0.10% to 0.30% 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. The OP also 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). 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 1.5x, (iii) a secured leverage ratio less than or equal to 45%, (iv) a total unencumbered asset value ratio less than or equal to 60% and (v) a minimum unencumbered interest coverage ratio of at least 1.75x. The Company believes that it was in compliance with the financial covenants pursuant to the Credit Agreement and is not restricted from accessing any borrowing availability under the Credit Facility as of December 31, 2019. Note 7 – Derivatives and Hedging Activities Cash Flow Hedges of Interest Rate Risk During the year ended December 31, 2019, the Company entered into interest rate swap agreements with an aggregate $900.0 million notional amount, effective on February 6, 2019 and maturing on January 31, 2023, which were designated as cash flow hedges. Due to an improvement in the Company's credit rating during the fourth quarter of 2019, the interest rate spread on the $900.0 million Credit Facility Term Loan was reduced by 25 bps to LIBOR + 1.10%, and beginning on November 1, 2019, the swap agreements effectively fixed the Credit Facility Term Loan interest rate at 3.59%. F-40 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) During the year ended December 31, 2019, the Company also entered into forward starting interest rate swaps with a total notional amount of $400.0 million, which were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the anticipated issuance of long-term debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 120 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments), with anticipated issuance of 10-year public debt between May 1, 2020 and December 31, 2021. The table below presents the fair value of the Company’s derivative financial instruments designated as cash flow hedges as well as their classification in the consolidated balance sheets as of December 31, 2019 (in thousands). There were no financial instruments designated as cash flow hedges as of December 31, 2018. Derivatives Designated as Hedging Instruments Interest rate swaps Interest rate swaps Deferred rent, derivative and other liabilities Rent and tenant receivables and other assets, net $ $ 250 (28,081) Balance Sheet Location December 31, 2019 During the years ended December 31, 2019 and 2017, the Company recorded unrealized losses of $29.9 million and less than $0.1 million, respectively, for changes in the fair value of the cash flow hedges in accumulated other comprehensive income. There were no similar amounts recorded during the year ended December 31, 2018. The Company reclassified previous losses of $2.5 million, $0.3 million and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively, from accumulated other comprehensive income into interest expense as a result of the hedged transactions impacting earnings. During the year ended December 31, 2017, the Company also reclassified losses of $0.8 million from accumulated other comprehensive income into interest expense associated with settled interest rate derivatives and reclassified a gain of $1.1 million from accumulated other comprehensive income into interest expense in connection with the early termination of its interest rate swaps related to early repayment of mortgage loans and borrowings under the Credit Facility Term Loan. During the next twelve months, the Company estimates that an additional $8.3 million will be reclassified from other comprehensive income as an increase to interest expense. Derivatives Not Designated as Hedging Instruments As of December 31, 2019, the Company had no interest rate swaps that were not designated as qualifying hedging relationships. As of December 31, 2018, the Company had one interest rate swap that was not designated as a qualifying hedging relationship, with a notional amount of $50.7 million. The table below presents the fair value of the Company’s derivative financial instruments not designated as a hedge as well as their classification in the consolidated balance sheets as of December 31, 2018 (in thousands): Derivatives Not Designated as Hedging Instruments Balance Sheet Location Interest rate swaps Rent and tenant receivables and other assets, net December 31, 2018 $ 544 A loss of $0.1 million for the year ended December 31, 2019 and gains of $0.4 million and $3.0 million for the years ended December 31, 2018 and 2017, respectively, related to the change in the fair value of derivatives not designated as hedging instruments were recorded in other income, net in the accompanying consolidated statements of operations. F-41 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Tabular Disclosure of Offsetting Derivatives The table below details a gross presentation, the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2019 and December 31, 2018 (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. Offsetting of Derivative Assets and Liabilities Gross Amounts of Recognized Assets December 31, 2019 December 31, 2018 $ $ 250 544 Gross Amounts of Recognized Liabilities $ (28,081) $ — $ $ Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets 250 544 Net Amounts of Liabilities Presented in the Consolidated Balance Sheets $ $ (28,081) $ — $ — $ — $ Financial Instruments Cash Collateral Received Net Amount — $ — $(27,831) 544 — $ — $ 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, 2019, 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 agreements, it could have been required to settle its obligations under the agreements at their aggregate termination value of $28.2 million at December 31, 2019. Note 8 – Supplemental Cash Flow Disclosures Supplemental cash flow information was as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): Year Ended December 31, 2019 2018 2017 Supplemental disclosures: Cash paid for interest Cash paid for income taxes Cash received from federal income tax refund Non-cash investing and financing activities: Accrued capital expenditures, tenant improvements and real estate developments Accrued deferred financing costs Real estate contributions to Industrial Partnership Distributions declared and unpaid Distributions payable relinquished Mortgage note payable relieved by foreclosure or a deed-in-lieu of foreclosure Mortgage notes payable assumed in real estate disposition Real estate investments received from a ground lease expiration and other lease related transactions Real estate investments received from a property-related legal settlement Establishment of right-of-use assets and lease liabilities Nonmonetary exchanges: Exchange of real estate investments Real estate investments relinquished and gain on disposition Rent and tenant receivables, intangible lease liability and other assets, net $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ F-42 281,490 5,019 $ $ — $ 267,400 5,589 2,939 $ $ $ $ $ 12,648 67 — $ 148,383 $ — $ 260,951 11,280 16,686 6,578 — — 149,768 — 13,412 1,100 29,577 150,365 12,522 19,525 $ $ $ $ $ $ 16,200 $ 100,388 — $ — $ 66,000 3,800 $ 1,386 $ — $ $ 236,286 8,900 $ — $ — $ — $ — $ — $ — $ — $ 259 775 — 50,204 (47,474) (2,511) VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Note 9 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of December 31, 2019 and December 31, 2018 (in thousands): Accrued interest Accrued legal fees and litigation settlements Accrued real estate and other taxes Accounts payable Accrued other Total Note 10 – Commitments and Contingencies Litigation December 31, 2019 31,925 $ 25,571 25,320 1,779 41,725 126,320 $ December 31, 2018 43,916 $ 32,715 25,208 2,673 41,099 145,611 $ 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 As previously reported, 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. The Company also reported that the Audit Committee had based its conclusion on the preliminary findings of its investigation into concerns regarding accounting practices and other matters that were first reported to the Audit Committee in early September 2014 and that the Audit Committee believed that an error in the calculation of adjusted funds from operations for the first quarter of 2014 had been identified but intentionally not corrected when the Company reported its financial results for the three and six months ended June 30, 2014. Prior to the filing of the October 29 8-K, 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 Company has been cooperating with these regulators in their investigations. In connection with these investigations, on September 8, 2016, the United States Attorney’s Office for the Southern District of New York announced the filing of criminal charges against the Company’s former Chief Financial Officer (the “Former CFO”) and former Chief Accounting Officer (the “Criminal Action”), as well as the fact that the former Chief Accounting Officer pleaded guilty to the charges filed. Also on September 8, 2016, the SEC announced the filing of a civil complaint against the same two individuals in the United States District Court for the Southern District of New York. On June 30, 2017, following a jury trial, the Former CFO was convicted of the charges filed. Both the former Chief Accounting Officer and the Former CFO have entered into settlement agreements with the SEC resolving the charges brought against them. The United States Attorney’s Office has indicated that it does not intend to bring criminal charges against the Company arising from its investigation. In addition, the Company has not been in contact with the Massachusetts regulator since June 2015 and believes the investigation is concluded. On November 18, 2019, the Company announced it had reached agreement with the staff of the Enforcement Division of the SEC on the material terms of a negotiated resolution relating to the SEC's investigation of the matters disclosed in the Company's October 29 8-K. The agreement with the SEC staff, which is subject to documentation and approval by the SEC's Commissioners, includes payment of $8.0 million as a civil penalty. As discussed below, the Company and certain of its former officers and directors were named as defendants in a number of lawsuits filed following the October 29 8-K, including class actions, individual actions and derivative actions seeking money damages and other relief under the federal securities laws and state laws in both federal and state courts in New York, Maryland and Arizona. F-43 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Between October 30, 2014 and January 20, 2015, the Company and certain of its former officers and directors, among other individuals and entities, were named as defendants in ten securities class action complaints filed in the United States District Court for the Southern District of New York. The court consolidated these actions under the caption In re American Realty Capital Properties, Inc. Litigation, No. 15-MC-00040 (AKH) (the “Class Action”). The plaintiffs filed a second 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 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. On September 30, 2016, plaintiffs filed a third amended complaint to reflect certain prior rulings by the court in connection with various motions to dismiss. On August 31, 2017, the court issued an order granting plaintiffs’ motion for class certification. Defendants’ petitions seeking leave to appeal the court’s order granting class certification were denied on January 24, 2018. On September 8, 2019, the Company, along with the other parties to the Class Action, signed a Memorandum of Understanding (“MOU”) providing for the settlement of the Class Action, and on September 30, 2019, the parties entered into a Stipulation of Settlement (the “Class Action Settlement”) consistent with the terms of the MOU. Pursuant to the Class Action Settlement, certain defendants agreed to pay in the aggregate $1.025 billion, comprised of contributions from the principals of the Company's former external manager, ARC Properties Advisors, LLC, (the “Former Manager”) totaling $225.0 million, $12.5 million from the Company’s Former CFO, $49.0 million from the Company’s former auditor, and the balance of $738.5 million from the Company, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the year ended December 31, 2019. The contribution from the Company’s Former Manager is inclusive of the value of substantially all of the Limited Partner OP Units and dividends surrendered to the Company in July 2019 as a result of a settlement by the Former Manager and certain of its principals with the SEC, totaling approximately $32.0 million, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the year ended December 31, 2019. The Class Action Settlement does not contain any admission of liability, wrongdoing or responsibility by any of the parties. The Class Action Settlement was approved by the court on January 21, 2020, and a final judgment dismissing the Class Action was entered on January 22, 2020. The Company, certain of its former officers and directors, and the OP, among others, were also named as defendants in thirteen individual securities fraud actions filed in the United States District Court for the Southern District of New York: Jet Capital Master Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 15-cv-307 (the “Jet Capital Action”); Twin Securities, Inc. v. American Realty Capital Properties, Inc., et al., No. 15-cv-1291; HG Vora Special Opportunities Master Fund, Ltd v. American Realty Capital Properties, Inc., et al., No. 15-cv-4107; BlackRock ACS US Equity Tracker Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08464; PIMCO Funds: PIMCO Diversified Income Fund, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08466; Clearline Capital Partners LP, et al. v. American Realty Capital Properties, Inc. et al., No. 15-cv-08467; Pentwater Equity Opportunities Master Fund Ltd., et al. v. American Realty Capital Properties, Inc. et al., No. 15- cv-08510; Archer Capital Master Fund, et al. v. American Realty Capital Properties, Inc. et al, No. 16-cv-05471; Atlas Master Fund et al. v. American Realty Capital Properties, Inc. et al., No. 16-cv-05475; Eton Park Fund, L.P. v. American Realty Capital Properties, Inc., et al., No. 16-cv-09393; Reliance Standard Life Insurance Company, et al, v. American Realty Capital Properties, Inc. et al, No. 17-cv-02796; Fir Tree Capital Opportunity Master Fund, L.P. et al. v. American Realty Capital Properties, Inc. et al., No. 17-cv-04975; and Cohen & Steers Institutional Realty Shares, Inc. et al v. American Realty Capital Properties, Inc. et al., No. 18-cv-06770, (collectively, the “Opt-Out Actions”). The Opt-Out Actions asserted claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. The Company entered into a series of agreements dated September 30 through October 26, 2018, to settle all of the Opt-Out Actions other than the Jet Capital Action (the “Opt-Out Settlement Agreements”), which were brought by plaintiffs holding shares of common stock and swaps referencing common stock representing approximately 18.0% of VEREIT’s outstanding shares of common stock held at the end of the period covered by the litigations, for an aggregate payment of $127.5 million. The Opt-Out Settlement Agreements contain mutual releases by both plaintiffs and the Company and do not contain any admission of liability, wrongdoing or responsibility by any of the parties. On October 27, 2015, the Company and certain of its former officers, among others, were also 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 (the “Vanguard Action”). The Vanguard Action asserted claims arising out of allegedly false and misleading statements in connection with the purchase or sale of the Company’s securities. On June 7, 2018, the Company entered into a Settlement Agreement and Release (the “Vanguard Settlement Agreement”) to settle the Vanguard Action for a payment of $90.0 million. The Vanguard Settlement Agreement contains mutual releases by Plaintiffs and the Company, and does not contain any admission of liability, wrongdoing or responsibility by any of the parties. Vanguard’s holdings accounted for approximately 13.0% of the Company’s outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions. F-44 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) In addition to the settlement of the Opt-Out Actions and the Vanguard Action discussed above, between February 5, 2019 and April 5, 2019, the Company entered into a series of agreements to settle claims with shareholders who decided not to participate as class members in the Class Action. Pursuant to the terms of these settlement agreements, the shareholders released all claims that were the subject matter of the Class Action and the Company made payments totaling $27.9 million. On June 24, 2019, the Company and certain of its former officers were named as defendants in an individual action filed in the Supreme Court of the State of New York captioned Lakewood Capital Partners, L.P. v. American Realty Capital Properties, Inc., et al., Index No. 653676/2019 (the “Lakewood Action”), alleging claims of common law fraud arising out of allegedly false and misleading statements similar to those that were the subject of the Class Action. On September 6 and September 9, 2019, the Company entered into settlement agreements and releases similar to the Opt-Out Settlement Agreements to settle the only two remaining opt-out actions - the Jet Capital Action and the Lakewood Action - for a total of $27.0 million, which is included in litigation and non-routine costs, net in the accompanying consolidated statements of operations for the year ended December 31, 2019. The Company was also named as a nominal defendant, and certain of its former officers and directors were named as defendants, in shareholder derivative actions filed in the United States District Court for the Southern District of New York: Witchko v. Schorsch, et al., No. 15-cv-06043 (the “Witchko Action”); and Serafin, et al. v. Schorsch, et al., No. 15-cv-08563 (the “Serafin Action”). The court consolidated the Witchko Action and the Serafin Action (together the “SDNY Derivative Action”) and the plaintiffs designated the complaint filed in the Witchko Action as the operative complaint in the SDNY Derivative Action. The SDNY Derivative Action sought money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty, among other claims. In conjunction with entering into the Class Action Settlement, the Company entered into an agreement to resolve the claims asserted in the SDNY Derivative Action, as well as the claims asserted in the Frampton Action, the Kosky Action, and the Meloche Action (each as defined below) (the “Derivative Settlement”). On January 21, 2020, the court granted final approval of the settlement, and a final judgment dismissing the SDNY Derivative Action was entered on January 22, 2020. On December 3, 2015, the Company was named as a nominal defendant and certain of its former officers and directors were named as defendants in a shareholder derivative action filed in the Circuit Court for Baltimore City in Maryland, Frampton v. Schorsch, et al., No. 24-C-15-006269 (the “Frampton Action”). The Frampton Action sought money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty and contribution and indemnification. By order dated November 4, 2016, the Frampton Action was stayed pending resolution of the SDNY Derivative Action. On January 31, 2020, the plaintiff in the Frampton Action filed a notice dismissing the Frampton Action with prejudice. On June 10, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in the Supreme Court of the State of New York, Kosky v. Schorsch, et al., No. 653093/2016 (the “Kosky Action”). The Kosky Action sought money damages and other relief on behalf of the Company for, among other things, alleged breaches of fiduciary duty, negligence, and breach of contract. On October 6, 2016, the parties filed a stipulation staying the Kosky Action until resolution of the Class Action. In light of the release of claims in the Derivative Settlement, the Company expects that the parties in the Kosky Action will jointly seek to dismiss the Kosky Action with prejudice. On October 6, 2016, the Company was named as a nominal defendant, and certain of its former officers and directors, among others, were named as defendants, in a shareholder derivative action filed in the United States District Court for the District of Maryland, captioned Meloche v. Schorsch, et al., 16-cv-03366 (the “Meloche Action”). An amended complaint was filed on January 17, 2017. The Meloche Action seeks money damages and other relief on behalf of the Company for alleged breaches of fiduciary duty and negligence. By order dated May 16, 2017, the Meloche Action was stayed until resolution of the SDNY Derivative Action, and by order dated October 25, 2019, the stay was continued. In light of the release of claims in the Derivative Settlement, the Company expects that the parties in the Meloche Action will jointly seek to dismiss the Meloche Action with prejudice. Cole Litigation Matter 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. The plaintiff alleged, among other things, that the board of the Company breached its fiduciary duties in connection with the transactions contemplated under the agreement and plan of merger with Cole Real Estate Investments, Inc. 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 this merger, which were included in a Current Report on Form 8-K filed by the Company with the SEC on F-45 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) 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 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. Purchase Commitments In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. 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 11 - Leases Lessor The Company is the lessor for its 3,858 retail, restaurant, office and industrial properties. The Company’s operating and direct financing leases have non-cancelable lease terms of 0.08 years to 25.1 years. Certain leases with tenants include options to extend or terminate the lease agreements or to purchase the underlying asset. Lease agreements may also contain rent increases that are based on an index or rate (e.g., the consumer price index (“CPI”) or LIBOR). The Company believes the residual value risk is not a primary risk because of the long-lived nature of the assets. The components of rental revenue from the Company’s operating and direct financing leases were as follows (in thousands): Fixed: Cash rent Straight-line rent Lease intangible amortization Property operating cost reimbursements Sub-lease (1) Total fixed Variable (2) Income from direct financing leases Total rental revenue ____________________________________ Year Ended December 31, 2019 2018 2017 $ 1,102,538 $ 1,121,482 $ 1,110,983 28,032 (2,538) 5,559 21,496 39,772 (4,178) 5,375 16,178 46,968 (5,366) 3,056 16,383 1,155,087 1,178,629 1,172,024 81,310 837 78,179 1,059 78,699 1,562 $ 1,237,234 $ 1,257,867 $ 1,252,285 (1) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. (2) Includes costs reimbursed related to property operating expenses, common area maintenance and percentage rent, including these costs reimbursed by ground lease sub-tenants. F-46 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) The following table presents future minimum operating lease payments due to the Company over the next five years and thereafter as of December 31, 2019 (in thousands). 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. 2020 2021 2022 2023 2024 Thereafter Total Future Minimum Operating Lease Payments 1,066,215 1,035,373 966,765 889,768 811,274 4,675,575 9,444,970 $ $ Future Minimum Direct Financing Lease Payments (1) 2,215 $ 2,095 2,006 1,646 590 824 9,376 $ ____________________________________ (1) Related to 22 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties. Lessee The Company is the lessee under ground lease arrangements and corporate office leases. All leases for which the Company is the lessee meet the criteria of an operating lease. The Company’s leases have remaining lease terms of 0.2 years to 79.6 years, some of which include options to extend. The weighted average remaining lease term for the Company’s operating leases was 16.3 years as of December 31, 2019. Under certain ground lease arrangements, the Company pays variable costs, including property operating expenses and common area maintenance, which are generally reimbursed by the ground lease sub-tenants. The weighted average discount rate for the Company’s operating leases was 4.91% as of December 31, 2019. As the Company’s leases do not provide an implicit rate, the Company used an estimated incremental borrowing rate based on the information available at the adoption date in determining the present value of lease payments. The Company incorporated renewal periods in the calculation of the majority of ground lease right-of-use assets and lease liabilities. Pursuant to certain leases, the Company is required to execute renewal options available under the ground lease through the building lease term. No renewals were incorporated in the calculation of the corporate lease right-of-use assets and liabilities, as it is not reasonably certain that the Company will exercise the options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the lease expense components for the year ended December 31, 2019 (in thousands): Operating lease cost (1) Sublease income (2) ___________________________________ Year Ended December 31, 2019 $ $ 24,392 (21,496) (1) No cash paid for operating lease liabilities was capitalized. (2) The Company’s tenants are generally sub-tenants under certain ground leases and are responsible for paying the rent under these leases. Subsequent to initial measurement of $233.3 million and $236.3 million, respectively, the Company reduced the right-of-use assets by $2.1 million and operating lease liabilities by $2.6 million, for non-cash activity related to additions, dispositions and lease modifications during the year ended December 31, 2019. F-47 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) The following table reflects the future minimum lease payments due from the Company over the next five years and thereafter for ground lease obligations, which are substantially reimbursable by our tenants, and office lease obligations as of December 31, 2019 (in thousands). 2020 2021 2022 2023 2024 Thereafter Total Less: imputed interest Total Future Minimum Lease Payments $ $ 22,287 22,284 22,122 21,695 21,132 225,457 334,977 113,916 221,061 The following table reflects the future minimum lease payments due from the Company over the five years subsequent to December 31, 2018, as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (in thousands), which excluded certain ground leases under which the Company's sub-tenants are responsible for paying the rent under these leases directly to the ground lessor. 2019 2020 2021 2022 2023 Thereafter Total Future Minimum Lease Payments $ $ 18,479 18,191 17,929 18,118 17,772 196,670 287,159 Note 12 – 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, 2019, the General Partner had approximately 1.1 billion shares of Common Stock issued and outstanding. Additionally, the Operating Partnership had approximately 1.1 billion General Partner OP Units issued and outstanding as of December 31, 2019, corresponding to the General Partner’s outstanding shares of Common Stock. Common Stock Offering On September 26, 2019, the Company completed a public equity offering (the "Offering"), selling a total of 94.3 million shares of Common Stock, which included the full exercise of the underwriters' option to purchase additional shares, for net proceeds, after underwriting discounts and offering expenses, of $886.9 million. The Company contributed the net proceeds from the Offering to the OP in exchange for additional General Partner OP Units, which have substantially identical economic terms as the Company’s common stock. The net proceeds of the Offering were subsequently used to pay amounts owed in connection with the settlement of certain litigation, as described in Note 10 – Commitments and Contingencies, and for general corporate purposes. Common Stock Continuous Offering Programs On September 19, 2016, the Company registered a continuous equity offering program (the “Prior Program”) pursuant to which the Company could offer and sell, from time to time, in “at-the-market” offerings or certain other transactions, shares of Common Stock with an aggregate gross sales price of up to $750.0 million, through its sales agents. As of and during the year ended December 31, 2019, the Company had issued 5.0 million shares under the Prior Program, at a weighted average price per share of $8.42, for gross proceeds of $42.5 million. The weighted average price per share, net of offering costs, was $8.30, for net proceeds of $41.8 million. Prior to 2019, no shares of Common Stock had been issued pursuant to the Prior Program. F-48 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) On April 15, 2019, the Company established a new continuous equity offering program pursuant to which the Company may sell shares of Common Stock having an aggregate offering price of up to $750.0 million from time to time through April 15, 2022 in “at-the-market” offerings or certain other transactions ( the “Current ATM Program”). The Current ATM Program replaced the Prior Program. The proceeds from any sale of shares under the Current ATM Program have been or will be used for general corporate purposes, which may include funding potential acquisitions and repurchasing or repaying outstanding indebtedness. As of and during the year ended December 31, 2019, the Company had issued 9.0 million shares under the Current ATM Program, at a weighted average price per share of $9.60, for gross proceeds of $86.7 million. The weighted average price per share, net of offering costs, was $9.46, for net proceeds of $85.4 million. As of December 31, 2019, the Company had $663.3 million available to be sold under the Current ATM Program. Series F Preferred Stock and Series F Preferred OP Units The Series F Preferred Stock pays 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 was not redeemable by the Company before January 3, 2019, 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 trades on the NYSE under the symbol VER PRF. The Series F Preferred Units contain the same terms as the Series F Preferred Stock. During the year ended December 31, 2019, the Company redeemed a total of 12.0 million shares of Series F Preferred Stock, in two separate transactions, representing approximately 28.02% of the issued and outstanding preferred shares as of the beginning of the year. The shares of Series F Preferred Stock were redeemed at a redemption price of $25.00 per share plus all accrued and unpaid dividends. As of December 31, 2019, there were approximately 30.9 million shares of Series F Preferred Stock, approximately 30.9 million corresponding General Partner Series F Preferred Units and 49,766 Limited Partner Series F Preferred Units issued and outstanding. For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. Nondividend 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 paid on a percentage basis for the years ended December 31, 2019, 2018 and 2017: Ordinary dividends Capital gain distributions Total Limited Partner OP Units Year Ended December 31, 2019 2018 2017 71.7% 28.3% 100.0% 100.0% —% 100.0% 95.0% 5.0% 100.0% As of December 31, 2019 the Operating Partnership had approximately 0.8 million Limited Partner OP Units outstanding. On July 16, 2019, the SEC filed a complaint in United States District Court for the Southern District of New York charging the Company’s Former Manager (including certain of its principals) with securities law violations for, among other things, wrongfully obtaining certain incentive fees in connection with mergers entered into by the Company in 2013 and 2014. Simultaneously with the filing of the complaint, the parties entered into proposed settlement agreements, without admitting or denying the allegations of the complaint, pursuant to which 2.9 million Limited Partner OP Units were surrendered by the Former Manager and the Former CFO to the Company. The Company recorded the surrender of the Limited Partner OP Units as a reduction to litigation and non-routine costs, net, of $26.5 million, using a per share price of $9.08, during the second quarter of 2019. In addition to surrendering the 2.9 million Limited Partner OP Units, the Former Manager and the Former CFO relinquished any rights to $6.4 million of dividends on those units, which the Company had withheld payment of since October 2015. The court F-49 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) approved the settlements on July 17, 2019 and the Limited Partner OP Units were subsequently canceled on July 26, 2019. As discussed in Note 10 – Commitments and Contingencies, the contribution to the Class Action Settlement by the Company’s Former Manager included the value of substantially all of these surrendered Limited Partner OP Units and dividends. During the fourth quarter of 2019, the Former Manager and Former CFO surrendered an aggregate of 19.9 million Limited Partner OP Units to the Company to fund a portion of their contributions toward the Class Action Settlement. On October 15, 2019, the Company contributed cash to the settlement fund equal to the value of the surrendered Limited Partner OP Units and the surrendered Limited Partner OP Units were canceled. The Company reduced additional paid-in capital, distributions payable and non–controlling interests in the accompanying financial statements of VEREIT, Inc. for both of the above-mentioned transactions and made a corresponding reduction in distributions payable, General Partner's common equity and Limited Partner's common equity in the accompanying financial statements of the OP. Refer to Note 10 – Commitments and Contingencies for additional information. Common Stock Dividends The Company declared quarterly dividends to stockholders of record each quarter from the first quarter of the year ended December 31, 2017 through the third quarter of the year ended December 31, 2019 of $0.1375 per share of Common Stock (representing an annualized dividend of $0.55 per share). The Company’s Board of Directors declared a quarterly cash dividend of $0.1375 per share of Common Stock (equaling an annualized dividend of $0.55 per share) for the fourth quarter of 2019 on November 5, 2019 to stockholders of record as of December 31, 2019, which was paid on January 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP unit. For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. Nondividend 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 paid on a percentage basis for the years ended December 31, 2019, 2018 and 2017: Ordinary dividends Nondividend distributions Capital gain distributions Total Share Repurchase Programs Year Ended December 31, 2019 2018 2017 45.0% 37.2% 17.8% 100.0% 13.8% 86.2% —% 100.0% 60.0% 37.0% 3.0% 100.0% On May 3, 2018, the Company’s Board of Directors terminated its prior share repurchase program and authorized a new program (the “2018 Share Repurchase Program”) that permitted the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 3, 2019, as market conditions warranted. On May 6, 2019, the Company’s Board of Directors authorized a new share repurchase program (the “2019 Share Repurchase Program”) that permits the Company to repurchase up to $200.0 million of its outstanding Common Stock through May 6, 2022. Under the share repurchase programs, repurchases can be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements. The share repurchase programs do not obligate the Company to make any repurchases at a specific time or in a specific situation and repurchases are influenced by prevailing market conditions, the trading price of the Common Stock, the Company’s financial performance and other conditions. Shares of Common Stock repurchased by the Company under the share repurchase programs, if any, will be returned to the status of authorized but unissued shares of Common Stock. There were no share repurchases under the 2018 Share Repurchase Program or 2019 Share Repurchase Program during the year ended December 31, 2019. As of December 31, 2019, the Company had $200.0 million available for share repurchases under the 2019 Share Repurchase Program. During the year ended December 31, 2018, the Company repurchased 0.8 million shares of Common Stock in multiple open market transactions, at a weighted average share price of $6.95 for an aggregate purchase price of $5.6 million under the 2018 Share Repurchase Program. F-50 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Note 13– Equity-based Compensation Equity Plans The General Partner has an Equity Plan, which provides for the grant of stock options (“Stock Options”), stock appreciation rights, Restricted Shares, restricted stock units (“Restricted Stock Units”), deferred stock units (“Deferred Stock Units”), dividend equivalent rights and other stock-based awards to non-executive directors, officers, other employees and advisors or consultants who provide services to the Company, as applicable, and a non-executive director restricted share plan, which are accounted for under U.S. GAAP for share-based payments. The expense for such awards is recognized over the requisite service period. 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. 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 or settlement of Restricted Stock Units or Deferred Stock Units, respectively, 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 has 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, 2019, the General Partner had cumulatively awarded under its Equity Plan approximately 16.4 million shares of Common Stock, which was comprised of 4.0 million Restricted Shares, net of the forfeiture of 3.7 million Restricted Shares through that date, 6.4 million Restricted Stock Units, net of the forfeiture/cancellation of 2.0 million Restricted Stock Units through that date, 0.6 million Deferred Stock Units, and 5.4 million Stock Options, net of forfeiture/cancellation/exercise of 0.2 million Stock Options through that date. Accordingly, as of such date, approximately 96.6 million additional shares were available for future issuance, excluding the effect of the 5.4 million Stock Options. As of December 31, 2019, a total of 45,000 shares had been awarded under the non-executive director restricted share plan out of the 99,000 shares reserved for issuance. Restricted Shares The Company issued Restricted Shares to certain employees and non-executive directors beginning in 2011. 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, 2019, 2018 and 2017, the Company recorded $0.1 million, $0.6 million and $2.0 million, respectively, of compensation expense related to the Restricted Shares. During the year ended December 31, 2019, all 71,000 of the Restricted Shares vested. As such, there was no further unrecognized compensation expense related to the Restricted Shares as of December 31, 2019. The following table details the activity of the Restricted Shares during the year ended December 31, 2019: Unvested shares, December 31, 2018 Vested Unvested shares, December 31, 2019 Restricted Shares Weighted-Average Grant Date Fair Value $ 71,000 (71,000) — $ 14.04 14.04 — F-51 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Time-Based Restricted Stock Units Under the Equity Plan, the Company may award Restricted Stock Units to employees that will vest if the recipient maintains 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 each of the years ended December 31, 2019 and 2018, the Company recorded $5.1 million of compensation expense related to Time-Based Restricted Stock Units. During the year ended December 31, 2019, this includes compensation expense attributable to awards for which the requisite service period begins prior to the assumed future grant date. During the year ended December 31, 2017, the Company recorded $6.3 million of such expenses. As of December 31, 2019, there was $5.7 million of unrecognized compensation expense related to the Time-Based Restricted Stock Units with a weighted-average remaining term of 2.0 years. The following table details the activity of the Time-Based Restricted Stock Units during the year ended December 31, 2019. Unvested units, December 31, 2018 Granted Vested Forfeited Unvested units, December 31, 2019 Deferred Stock Units Time-Based Restricted Stock Units 1,291,015 609,071 (621,854) (26,631) 1,251,601 Weighted-Average Grant Date Fair Value 7.51 $ 8.16 7.71 7.43 7.73 $ The Company may award Deferred Stock Units to non-executive directors under the Equity Plan. Each Deferred Stock Unit represents the right to receive one share of Common Stock. The Deferred Stock Units provide for immediate vesting on the grant date and will be settled with Common Stock either on the earlier of the date on which the respective director separates from the Company, dies or the third anniversary of the grant date, or if granted pursuant to the director’s voluntary election to participate in the director’s deferred compensation program, on the date the director separates from the Company (or upon a change of control or death). The fair value of the Deferred Stock Units is determined using the closing stock price on the grant date and is expensed over the requisite service period or on the grant date for awards with no requisite service period. During each of the years ended December 31, 2019 and 2018, the Company recorded approximately $1.2 million of expense related to Deferred Stock Units. During the year ended December 31, 2017 the Company recorded $1.0 million of such expenses. As of December 31, 2019, there is no unrecognized compensation expense related to the Deferred Stock Units. The following table details the activity of the Deferred Stock Units during the year ended December 31, 2019. Unvested units, December 31, 2018 Granted Vested Unvested units, December 31, 2019 Long-Term Incentive Awards Deferred Stock Units Weighted-Average Grant Date Fair Value — 8.55 8.55 — — $ 151,953 (151,953) — $ The General Partner may award long-term incentive-based Restricted Stock Units (the “LTI Target Awards”) to 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 generally over a three year 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 is recognized on a straight-line basis over the requisite service period regardless of whether the necessary TSR is attained, provided that the requisite service condition has been achieved. During the years ended December 31, 2019, 2018 and 2017, the Company recorded $5.5 million, $5.8 million and $7.4 million, respectively, of expense related to the LTI Target Awards. As F-52 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) of December 31, 2019, there was $6.4 million of unrecognized compensation expense related to the LTI Target Awards with a weighted-average remaining term of 2.1 years. The following table details the activity of the LTI Target Awards during the year ended December 31, 2019. Unvested units, December 31, 2018 Granted Vested Forfeited Unvested units, December 31, 2019 Stock Options LTI Target Awards 1,616,963 734,057 (581,122) (155,802) 1,614,096 Weighted-Average Grant Date Fair Value 7.57 $ 8.11 8.95 8.84 7.20 $ The General Partner may award Stock Options to employees that will vest if the recipient maintains constant employment through the end of the requisite service period. The fair value of the Stock Options as of their grant date is determined using the Black-Scholes option pricing model, which requires the input of assumptions including expected terms, expected volatility, dividend yield and risk free rate. Expected term was calculated using the midpoint between the three year cliff vesting period and the 10-year contractual term. Expected volatilities were based on both historical and implied volatilities. The risk-free interest rate was based on zero-coupon yields derived from the U.S. Treasury Constant Maturity yield curve in effect as of the grant date. The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted at the date of grant as follows: Expected term (in years) Volatility Dividend yield Risk-free rate Grant date fair value February 20, 2019 February 21, 2018 6.5 24.21% 7.09% 2.52% 0.74 $ 6.5 27.39% 7.21% 2.75% 0.76 $ Compensation expense is recognized on a straight-line basis over the service period above. During the years ended December 31, 2019 and 2018, the Company recorded $1.2 million and $0.6 million, respectively, of expense related to Stock Options. As of December 31, 2019, there was $2.2 million of unrecognized compensation expense related to Stock Options with a weighted- average remaining term of 1.8 years. The following table details the activity of the Stock Options during the year ended December 31, 2019. Outstanding, December 31, 2018 Granted Exercised Forfeited Outstanding, December 31, 2019 Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value $ $ 6.84 8.26 6.84 7.21 7.57 9.14 — — — 8.66 $ $ 856,581 — (77,345) — 8,954,271 Stock Options 2,763,165 2,797,302 (42,765) (155,672) 5,362,030 F-53 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Note 14 — Discontinued Operations On November 13, 2017, the Company entered into a purchase and sale agreement (as amended by that certain First Amendment to the Purchase and Sale Agreement, dated as of February 1, 2018, the “Cole Capital Purchase and Sale Agreement”). On February 1, 2018, the Company completed the sale of its investment management segment, Cole Capital, under the terms of the Cole Capital Purchase and Sale Agreement. Substantially all of the Cole Capital segment operations were conducted through Cole Capital Advisors, Inc. (“CCA”), an Arizona corporation and a wholly owned subsidiary of the OP. The OP sold all of the issued and outstanding shares of common stock of CCA and certain of CCA’s subsidiaries to the Cole Purchaser, an affiliate of CIM Group, LLC for approximately $120.0 million paid in cash at closing. The Company could also earn up to an aggregate of $80.0 million of Net Revenue Payments in each calendar year through December 31, 2023 if future revenues of Cole Capital exceed a specified dollar threshold in a calendar year. There were no Net Revenue Payments received or earned since the sale. Substantially all of the Cole Capital segment financial results are reflected in the financial statements as discontinued operations. There were no discontinued operations or cash flows for the year ended December 31, 2019. There were also no assets and liabilities related to discontinued operations and real estate assets held for sale as of December 31, 2019 and 2018. The following is a summary of the financial information for discontinued operations for the years ended December 31, 2018 and 2017 (in thousands): Year Ended 2018 2017 Revenues: Offering-related fees and reimbursements Transaction service fees and reimbursements Management fees and reimbursements Total revenues Operating expenses: Cole Capital reallowed fees and commissions Transaction costs (1) General and administrative Amortization of intangible assets Total operating expenses Other income, net Loss on disposition and assets held for sale Income (loss) before taxes Benefit from (provision for) income taxes $ 1,027 $ 334 6,452 7,813 602 (654) 4,450 — 4,398 — (1,815) 1,600 2,095 Income (loss) from discontinued operations, net of income taxes $ 3,695 $ ___________________________________ 16,096 13,929 76,214 106,239 9,879 3,802 63,783 14,490 91,954 464 (20,027) (5,278) (13,839) (19,117) (1) The negative balance for the year ended December 31, 2018 is a result of estimated costs accrued in prior periods that exceeded actual expenses incurred. The following is a summary of cash flows related to discontinued operations for the years ended December 31, 2018 and 2017 (in thousands): Cash flows related to discontinued operations: Cash flows (used in) provided by operating activities Cash flows from investing activities Income Taxes Year Ended 2018 2017 $ $ (10,468) $ $ 122,915 33,232 — Cole Capital’s business, substantially all of which was conducted through a TRS, recognized a benefit of $2.1 million for the year ended December 31, 2018 and a provision of $13.8 million the year ended December 31, 2017. There was no related benefit or provision for the year ended December 31, 2019. F-54 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) The following table presents the reconciliation of the (benefit from) provision for 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, 2018 and 2017 (in thousands): Income (loss) before taxes Less: Income from non-taxable entities Income (loss) attributable to taxable subsidiaries before income taxes Federal benefit from (provision for) at statutory rate Impairment of goodwill Nondeductible portion of transaction costs and loss recognized on classification as held for sale Impact of change in federal tax rate Impact of valuation allowance State income taxes and other Total (benefit from) provision for income taxes - Cole Capital Year Ended 2018 2017 1,600 (685) 915 $ $ 192 — (719) — (1,158) (410) (2,095) $ (5,278) (9,523) (14,801) (5,180) — 8,283 3,481 6,165 1,090 13,839 $ $ $ The following table presents the components of the (benefit from) provision for income taxes for the years ended December 31, 2018 and 2017 (in thousands): Current Federal State Total current (benefit from) provision for income taxes Deferred Federal State Total deferred (benefit from) provision for income taxes Total (benefit from) provision for income taxes - Cole Capital Note 15 – Related Party Transactions and Arrangements Cole Capital Year Ended 2018 2017 $ $ (74) $ (166) (240) (1,756) (99) (1,855) (2,095) $ (120) 602 482 12,016 1,341 13,357 13,839 Through February 1, 2018, the Company was contractually responsible for managing CCIT II, CCIT III, Cole Credit Property Trust IV, Inc. (“CCPT IV”), CCPT V, and CIM Income NAV, Inc. (formerly known as Cole Real Estate Income Strategy (Daily NAV), Inc.) (“INAV” and collectively with CCIT II, CCIT III, CCPT IV, CCPT V, the “Cole REITs”) affairs on a day-to-day basis, identifying and making acquisitions and investments on the Cole REITs’ behalf, and recommending to the respective board of directors of each of the Cole REITs an approach for providing investors with liquidity. In addition, the Company was responsible for raising capital for certain Cole REITs, advised them regarding offerings, managed relationships with participating broker- dealers and financial advisors, and provided assistance in connection with compliance matters relating to the offerings. The Company received compensation and reimbursement for services relating to the Cole REITs’ offerings and the investment, management and disposition of their respective assets, as applicable. As discussed in Note 14 —Discontinued Operations, on February 1, 2018, the Company completed the sale of Cole Capital. The Cole Capital financial results are reflected in the consolidated statements of operations as discontinued operations for all periods presented. As a result of the sale of Cole Capital, the Cole REITs are no longer affiliated with the Company. During the years ended December 31, 2018 and 2017, the Company earned $8.0 million and $106.7 million, respectively of offering-related, transaction services and management fees and reimbursements from the Cole REITs. No such fees were earned during the year ended December 31, 2019. F-55 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Investment in the Cole REITs On February 1, 2018, the Company sold certain of its equity investments, recognizing a gain of $0.6 million, which is included in other income, net in the accompanying consolidated statement of operations for the year ended December 31, 2018, to the Cole Purchaser, retaining interests in CCIT II, CCIT III and CCPT V. As of December 31, 2019 and December 31, 2018, the Company owned aggregate equity investments of $7.6 million and $7.8 million, respectively, in CCIT II, CCIT III and CCPT V. During the year ended December 31, 2019, the Company recognized a loss of $0.3 million related to the change in fair value, which is included in other income, net in the accompanying consolidated statements of operations. During the year ended December 31, 2018, the Company recognized a $5.1 million gain from measuring the Company’s investments in CCIT II, CCIT III and CCPT V at fair value after the investments were no longer accounted for using the equity method, which is included in other income, net in the accompanying consolidated statements of operations. During the year ended December 31, 2017, the Company recognized a net loss of $0.5 million from the Cole REITs, which was included in equity in income and gain on disposition of unconsolidated entities. Note 16 – Net Income (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. Net Income (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, 2019, 2018 and 2017 (dollar amounts in thousands): Year Ended December 31, 2018 2017 (Loss) income from continuing operations Noncontrolling interests’ loss (income) from continuing operations Net (loss) income from continuing operations attributable to the General Partner Dividends to preferred shares and units Net loss from continuing operations available to the General Partner Earnings allocated to participating securities Income (loss) from discontinued operations, net of income taxes (Income) loss from discontinued operations attributable to limited partners $ 2019 (307,106) $ 6,753 (300,353) (68,488) (368,841) — — — (91,725) $ 2,344 (89,381) (71,892) (161,273) (42) 3,695 (88) Net loss used in basic and diluted net loss per share $ (368,841) $ (157,708) $ 51,495 (1,005) 50,490 (71,892) (21,402) (491) (19,117) 445 (40,565) Weighted average number of Common Stock outstanding - basic and diluted 998,139,969 969,092,268 974,098,652 Basic and diluted net loss per share from continuing operations attributable to common stockholders Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders Basic and diluted net loss per share attributable to common stockholders (1) _______________________________________________ (1) Amounts may not total due to rounding. $ $ $ (0.37) $ (0.17) $ — $ 0.00 $ (0.37) $ (0.16) $ (0.02) (0.02) (0.04) F-56 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) The following were excluded from diluted net loss per share attributable to common stockholders, as the effect would have been antidilutive: Weighted average unvested Restricted Shares and Restricted Stock Units (1) Weighted average stock options (1) Weighted average Limited Partner OP Units _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. Net Income (Loss) Per Unit Year Ended December 31, 2019 2018 2017 1,594,049 520,258 420,369 — 310,965 — 17,980,514 23,725,506 23,748,347 The following is a summary of the basic and diluted net loss per unit attributable to common unitholders, which includes all common General Partner unitholders and limited partner unitholders, for the years ended December 31, 2019, 2018 and 2017 (dollar amounts in thousands): (Loss) income from continuing operations Noncontrolling interests’ loss from continuing operations Net (loss) income from continuing operations attributable to the Operating Partnership Dividends to preferred units Net loss from continuing operations available to the Operating Partnership Earnings allocated to participating units Income (loss) from discontinued operations, net of income taxes Net loss used in basic and diluted net loss per unit Year Ended December 31, $ 2019 (307,106) $ 102 (307,004) (68,488) (375,492) — — $ (375,492) $ 2018 2017 (91,725) $ 154 (91,571) $ (71,892) (163,463) (42) 3,695 (159,810) $ 51,495 194 51,689 (71,892) (20,203) (491) (19,117) (39,811) Weighted average number of common units outstanding - basic and diluted 1,016,120,483 992,817,774 997,846,999 Basic and diluted net loss per unit from continuing operations attributable to common unitholders Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders Basic and diluted net loss per unit attributable to common unitholders(1) _______________________________________________ (1) Amounts may not total due to rounding. $ $ $ (0.37) $ (0.17) $ — $ 0.00 $ (0.37) $ (0.16) $ (0.02) (0.02) (0.04) The following were excluded from diluted net loss per unit attributable to common unitholders, as the effect would have been antidilutive: Weighted average unvested Restricted Shares and Restricted Stock Units (1) Weighted average stock options (1) _______________________________________________ (1) Net of assumed repurchases in accordance with the treasury stock method. F-57 Year Ended December 31, 2019 2018 2017 1,594,049 520,258 420,369 — 310,965 — VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Note 17 – Quarterly Results (Unaudited) Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2019 for the General Partner (in thousands, except share and per share amounts): Rental revenue Net income (loss) Net income (loss) attributable to the General Partner Basic and dilutive net income (loss) per share attributable to common stockholders (1) _______________________________________________ Quarters Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 $ 316,843 $ 312,043 $ 70,971 69,304 292,284 285,658 302,985 (741,529) (726,440) $ 305,363 71,168 71,125 $ 0.05 $ 0.27 $ (0.76) $ 0.05 (1) The sum of the quarterly net income (loss) per share amounts may not agree to the full year net loss per share amounts. The Company calculates net income (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, 2019 for the OP (in thousands, except share and per share amounts): Rental revenue Net income (loss) Net income (loss) attributable to the OP Basic and dilutive net income (loss) per unit attributable to common unitholders (1) _______________________________________________ $ $ Quarters Ended March 31, 2019 316,843 70,971 70,999 $ June 30, 2019 312,043 292,284 292,314 $ September 30, 2019 302,985 (741,529) (741,504) $ December 31, 2019 305,363 71,168 71,187 0.05 $ 0.27 $ (0.76) $ 0.05 (1) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year loss income per unit amounts. The Company calculates net income (loss) per unit based on the weighted-average number of outstanding units 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, 2018 for the General Partner (in thousands, except share and per share amounts): Rental revenue (1) Net income (loss) from continuing operations Income (loss) from discontinued operations, net of income taxes Net income (loss) Net income (loss) attributable to the General Partner Basic and diluted net income (loss) per share from continuing operations attributable to common stockholders (2) Basic and diluted net income (loss) per share from discontinued operations attributable to common stockholders (2) Basic and dilutive net income (loss) per share attributable to common stockholders (2) $ $ $ _______________________________________________ March 31, 2018 315,074 $ 29,036 3,501 32,537 31,795 0.01 0.00 0.01 Quarters Ended June 30, 2018 315,664 (74,691) 224 (74,467) (72,670) $ September 30, 2018 313,866 (73,942) — (73,942) (72,117) December 31, 2018 313,263 $ 27,872 (30) 27,842 27,218 (0.09) $ (0.09) $ 0.01 0.00 $ — $ (0.00) (0.09) $ (0.09) $ 0.01 $ $ $ $ (1) Represents revenue from continuing operations as presented on the statement of operations in accordance with U.S. GAAP. Substantially all of Cole Capital is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. (2) The sum of the quarterly net income (loss) per share amounts may not agree to the full year loss per share amounts. The Company calculates net income (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. F-58 VEREIT, INC. and VEREIT OPERATING PARTNERSHIP, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 – (Continued) Presented below is a summary of the unaudited quarterly financial information for the year ended December 31, 2018 for the OP (in thousands, except share and per share amounts): Rental revenue (1) Net income (loss) from continuing operations Income (loss) from discontinued operations, net of income taxes Net income (loss) Net income (loss) attributable to the OP Basic and diluted net income (loss) per unit from continuing operations attributable to common unitholders (2) Basic and diluted net income (loss) per unit from discontinued operations attributable to common unitholders (2) Basic and dilutive net income (loss) per unit attributable to common unitholders (2) _______________________________________________ March 31, 2018 315,074 29,036 3,501 32,537 32,577 0.01 0.00 0.01 $ $ $ $ $ $ $ $ Quarters Ended June 30, 2018 315,664 (74,691) 224 (74,467) (74,451) $ September 30, 2018 313,866 (73,942) — (73,942) (73,885) $ December 31, 2018 313,263 27,872 (30) 27,842 27,883 (0.09) $ (0.09) $ 0.01 0.00 $ — $ (0.00) (0.09) $ (0.09) $ 0.01 (1) Represents revenue from continuing operations as presented on the statement of operations in accordance with U.S. GAAP. Substantially all of Cole Capital is presented as discontinued operations and the Company’s remaining financial results are reported as a single segment for all periods presented. (2) The sum of the quarterly net income (loss) per unit amounts may not agree to the full year net loss per unit amounts. The Company calculates net income (loss) per unit based on the weighted-average number of outstanding units 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 18 – Subsequent Events The following events occurred subsequent to December 31, 2019: Real Estate Investment Activity From January 1, 2020 through February 12, 2020 the Company disposed of 13 properties, including the sale of two consolidated office properties to a newly-formed joint venture in which the Company owns a 20% equity interest (the “Office Partnership”), for an aggregate gross sales price of $118.1 million, of which four properties were held for sale with an aggregate carrying value of $14.2 million as of December 31, 2019, for an estimated gain of $20.8 million. From January 1, 2020 through February 12, 2020 the Company also acquired 23 properties for an aggregate purchase price of $127.8 million, excluding capitalized external acquisition-related expenses. Office Partnership From January 1, 2020 through February 12, 2020, the Office Partnership acquired one property from a third party for a purchase price of $33.1 million. Common Stock Dividend On February 25, 2020, 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 2020 to stockholders of record as of March 31, 2020, which will be paid on April 15, 2020. An equivalent distribution by the Operating Partnership is applicable per OP Unit. Preferred Stock Dividend On February 25, 2020, the Company’s Board of Directors declared a monthly cash dividend to holders of the Series F Preferred Stock for April 2020 through June 2020 with 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 March 15, 2020 - April 14, 2020 April 15, 2020 - May 14, 2020 May 15, 2020 - June 14, 2020 Record Date April 1, 2020 May 1, 2020 June 1, 2020 Payment Date April 15, 2020 May 15, 2020 June 15, 2020 F-59 VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P. SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS December 31, 2019 (in thousands) Schedule II – Valuation and Qualifying Accounts Description Year Ended December 31, 2019 Allowance for doubtful accounts Total Year Ended December 31, 2018 Reserve for program development costs (2) Allowance for doubtful accounts and other reserves Unsecured note reserve Total Year Ended December 31, 2017 Reserve for program development costs (2) Allowance for doubtful accounts and other reserves Unsecured note reserve Total _______________________________________________ Balance at Beginning of Year Additions Deductions Balance at End of Year $ $ $ $ $ $ 6,309 6,309 7,632 12,683 (4) 15,300 35,615 31,652 7,576 15,300 54,528 $ $ $ $ $ $ — — $ $ (6,309) (1) $ (6,309) $ 651 (3) $ 2,531 — 3,182 9,328 6,956 — 16,284 $ $ $ (8,283) (8,905) (15,300) (32,488) $ $ (33,348) (5) $ (1,849) — (35,197) $ — — — 6,309 — 6,309 7,632 12,683 (4) 15,300 35,615 (1) Upon adoption of ASC 842, the Company recognizes all changes in the collectability assessment for an operating lease as an adjustment to rental revenue and does not record an allowance for uncollectable accounts. (2) Classified as discontinued operations. (3) Represents additions to the reserve during the period from January 1, 2018 through January 31, 2018, prior to the sale of Cole Capital. (4) Includes $1.0 million classified as discontinued operations. (5) Deductions related to the return of the Company's interest in two funds not yet in offering ($1.3 million) and the closing of CCPT V's primary offering ($32.0 million). F-60 VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P. SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2019 (in thousands) Schedule III – Real Estate and Accumulated Depreciation Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Other N/A N/A $ — $ — $ 13,345 $ 7 $ 13,352 $ (4,367) N/A N/A Home Depot Columbia Citizens Bank Higganum Vacant New London US Bank Wilmington US Bank Chicago US Bank Chicago US Bank Lyons US Bank Elmwood Park US Bank Alsip SC CT CT IL IL IL IL IL IL US Bank Evergreen Park IL Citizens Bank Clinton Township Vacant Southfield Citizens Bank Richmond MI MI MI Citizens Bank St. Clair Shores MI Citizens Bank Warren Citizens Bank Dearborn Citizens Bank Dearborn Citizens Bank Livonia MI MI MI MI Vacant Harper Woods MI Citizens Bank Grosse Pointe MI Citizens Bank Pittsfield Citizens Bank Rollinsford Citizens Bank Albany Citizens Bank Johnstown Citizens Bank Vails Gate United Health Services Greene Citizens Bank Whitesboro Citizens Bank Amherst Citizens Bank East Aurora Citizens Bank Rochester NH NH NY NY NY NY NY NY NY NY — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,911 15,463 171 94 330 267 191 214 431 226 167 574 283 168 309 178 434 385 261 207 410 160 78 232 163 284 216 130 238 162 166 971 534 1,872 1,511 1,082 1,212 2,441 1,280 944 3,250 1,605 951 1,748 1,009 2,461 2,184 1,476 1,171 2,322 908 444 1,315 923 1,610 1,227 739 1,348 919 943 F-61 — — (498) — — — — — — — — (1,620) — — — — — — (1,228) — — — — — — (1,193) — — — — 18,374 (5,644) 11/9/2009 2009 1,142 130 2,202 1,778 1,273 1,426 2,872 1,506 1,111 3,824 268 1,119 2,057 1,187 2,895 2,569 1,737 150 2,732 1,068 522 1,547 1,086 1,894 250 869 1,586 1,081 1,109 (379) 8/1/2010 1995 (3) 8/1/2010 1972 (694) 8/1/2010 1966 (590) 8/1/2010 1923 (422) 8/1/2010 1979 (473) 8/1/2010 1959 (918) 8/1/2010 1984 (499) 8/1/2010 1981 (369) 8/1/2010 1984 (1,274) 8/1/2010 1970 (1) 8/1/2010 1975 (375) 8/1/2010 1980 (689) 8/1/2010 1960 (394) 8/1/2010 1963 (913) 8/1/2010 1977 (810) 8/1/2010 1974 (581) 8/1/2010 1959 — 8/1/2010 1982 (898) 8/1/2010 1975 (354) 8/1/2010 1976 (173) 8/1/2010 1977 (488) 8/1/2010 1960 (342) 8/1/2010 1973 (597) 8/1/2010 1967 (6) 8/1/2010 1981 (274) 8/1/2010 1995 (507) 8/1/2010 1965 (346) 8/1/2010 1996 (355) 8/1/2010 1962 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Citizens Bank Port Jervis Vacant Mentor Citizens Bank Northfield Citizens Bank Willoughby Citizens Bank Cleveland Citizens Bank Cleveland Citizens Bank Cleveland Citizens Bank Lakewood NY OH OH OH OH OH OH OH Citizens Bank Rocky River OH Citizens Bank Broadview Heights Citizens Bank Boardman Citizens Bank Brunswick Citizens Bank Wadsworth Citizens Bank Alliance Citizens Bank Louisville Citizens Bank Massillon Vacant Massillon Citizens Bank Narberth Citizens Bank St. Albans Community Bank Whitehall FedEx Butte Advance Auto Parts Houston Advance Auto Parts Houston OH OH OH OH OH OH OH OH PA VT NY MT TX TX Walgreens Staten Island NY Walgreens Coalinga Dollar General Red Level Dollar General Molino Dollar General Maysville Dollar General Forest CA AL FL MO OH Dollar General New Matamoras OH Dollar General Payne OH Dollar General Pleasant City OH Dollar General Poteet TX — — — — — — — — — — — — — — — — — — — — — 800 800 — 2,800 300 400 300 300 300 300 300 400 143 178 317 395 239 210 182 196 283 201 280 186 158 204 191 287 212 420 141 106 403 343 248 — 396 120 178 107 76 123 81 131 96 811 1,011 1,797 2,239 1,357 1,190 1,031 1,111 1,602 1,140 1,589 1,057 893 1,156 1,080 1,624 1,202 2,381 798 600 7,653 1,029 991 3,984 3,568 680 1,007 607 681 696 729 740 864 F-62 — (689) — (1,565) — — — — — — — — — — — — (1,269) — — — 954 500 2,114 1,069 1,596 1,400 1,213 1,307 1,885 1,341 1,869 1,243 1,051 1,360 1,271 1,911 145 2,801 939 706 (309) 8/1/2010 1995 (6) 8/1/2010 1976 (701) 8/1/2010 1969 (34) 8/1/2010 1920 (537) 8/1/2010 1973 (471) 8/1/2010 1950 (408) 8/1/2010 1930 (412) 8/1/2010 1985 (594) 8/1/2010 1972 (435) 8/1/2010 1982 (629) 8/1/2010 1984 (418) 8/1/2010 2004 (353) 8/1/2010 1960 (457) 8/1/2010 1972 (427) 8/1/2010 1960 (642) 8/1/2010 1978 (1) 8/1/2010 1958 (883) 8/1/2010 1935 (304) 8/1/2010 1989 (222) 8/1/2011 1995 6,126 14,182 (3,603) 9/27/2011 2001 — — — — — — — — — — — — 1,372 1,239 3,984 3,964 800 1,185 714 757 819 810 871 960 (384) 9/30/2011 2006 (370) 9/30/2011 2006 (1,579) 10/5/2011 2007 (1,414) 10/11/2011 2008 (252) 10/31/2011 2010 (374) 10/31/2011 2011 (225) 10/31/2011 2010 (253) 10/31/2011 2010 (258) 10/31/2011 2010 (271) 10/31/2011 2010 (275) 10/31/2011 2010 (321) 10/31/2011 2010 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Dollar General Progreso TX Dollar General Rio Grande City TX Dollar General Roma Dollar General Bella Vista Dollar General Carlisle TX AR AR Dollar General Green Forest AR Dollar General Jonesboro IL Dollar General Appleton City MO Dollar General Ash Grove Dollar General Ashland Dollar General Bernie Dollar General Bloomfield Dollar General Carterville Dollar General Clarkton Dollar General Diamond Dollar General Ellsinore Dollar General Hallsville Dollar General Lawson Dollar General Lilbourn Dollar General Qulin Dollar General Steele Dollar General Strafford Dollar General Commerce MO MO MO MO MO MO MO MO MO MO MO MO MO MO OK 400 300 500 — — — — — — — — — — — — — — — — — — — — 169 137 253 129 13 52 77 22 35 70 35 23 10 19 44 30 29 29 62 30 31 51 38 957 779 1,010 302 245 303 309 124 315 398 314 215 192 354 175 579 263 162 554 573 598 471 341 Walgreens Maplewood NJ 4,700 1,071 6,071 Dollar General Auxvasse Dollar General Conway Dollar General King City Dollar General Licking Dollar General Stanberry Advance Auto Parts Caro Advance Auto Parts Charlotte Advance Auto Parts Flint MO MO MO MO MO MI MI MI Advance Auto Parts Sault Ste. Marie MI 300 300 300 300 300 — — — — 72 37 33 76 111 117 123 133 75 650 694 625 688 629 665 697 534 671 F-63 — — — 35 (2) 38 — — 28 135 — 38 — — — 91 32 6 — 68 — 44 (6) — — — — — — (9) 92 92 80 1,126 916 1,263 466 256 393 386 146 378 603 349 276 202 373 219 700 324 197 616 671 629 566 373 (355) 10/31/2011 2010 (289) 10/31/2011 2010 (375) 10/31/2011 2010 (114) 11/10/2011 2005 (90) 11/10/2011 2005 (115) 11/10/2011 2005 (114) 11/10/2011 2007 (46) 11/10/2011 2004 (116) 11/10/2011 2006 (159) 11/10/2011 2006 (116) 11/10/2011 2007 (78) 11/10/2011 2005 (71) 11/10/2011 2004 (131) 11/10/2011 2007 (65) 11/10/2011 2005 (214) 11/10/2011 2010 (96) 11/10/2011 2004 (60) 11/10/2011 2003 (204) 11/10/2011 2010 (210) 11/10/2011 2009 (221) 11/10/2011 2009 (172) 11/10/2011 2009 (125) 11/10/2011 2006 7,142 (2,390) 11/18/2011 2011 722 731 658 764 740 773 912 759 826 (240) 11/22/2011 2011 (256) 11/22/2011 2011 (231) 11/22/2011 2010 (254) 11/22/2011 2010 (232) 11/22/2011 2010 (243) 11/23/2011 2002 (262) 11/23/2011 2002 (198) 11/23/2011 2002 (264) 11/23/2011 2003 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Walgreens Stevensville Dollar General Tarrant Advance Auto Parts Livonia General Service Administration Cocoa Dollar General Monroeville MI AL MI FL IN FedEx Belmont NH Walgreens Myrtle Beach SC Dollar Tree/Family Dollar Dollar Tree/Family Dollar Madison Floydada Dollar General Tuscaloosa NE TX AL Dollar General Grand Ridge FL Dollar General St. Clair MO Dollar General Pleasant Hill Dollar General Lyford Dollar General Mellen Dollar General Minong TN TX WI WI Dollar General Solon Springs WI Dollar General Edwards Dollar General Greenville MS MS Dollar General Walnut Grove MS General Service Administration Dollar Tree/Family Dollar General Service Administration Craig Stilwell Freeport Walgreens Eastpointe CO OK NY MI Express Scripts Berkeley MO Tractor Supply Allentown Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Fort Yates New Town Rolla Martin Dollar General Hampton Dollar General Lake Mills NJ ND ND ND SD IA IA 3,099 — — 500 — — — — — 300 300 400 300 300 300 300 300 300 300 300 — — — — — — — — — — — — Dollar General Marthasville MO 300 855 217 210 253 112 265 — 37 36 133 76 220 39 80 79 38 76 75 82 71 129 40 843 668 3,420 869 643 1,435 636 2,386 2,077 703 681 756 684 879 747 724 711 727 685 671 739 641 1,159 768 3,372 2,672 5,706 32,333 697 126 105 83 85 188 81 41 3,949 715 942 749 764 751 728 782 F-64 — — 49 15 — — — — — — — — — — — — — — — — 16 — — — — — — 23 — — — — — Accumulated Depreciation Date Acquired Date of Construction (1,347) 11/28/2011 2007 (318) 12/12/2011 2011 (241) 12/12/2011 2003 (552) 12/13/2011 2009 (233) 12/22/2011 2011 (996) 12/29/2011 1991 (813) 12/29/2011 2001 (258) 12/30/2011 2011 (250) 12/30/2011 2010 (277) 12/30/2011 2011 (251) 12/30/2011 2010 4,275 1,086 902 1,703 748 2,651 2,077 740 717 889 760 1,099 (322) 12/30/2011 1995 786 804 790 765 761 746 821 712 1,304 808 4,215 3,340 (274) 12/30/2011 2011 (265) 12/30/2011 2010 (261) 12/30/2011 2011 (266) 12/30/2011 2011 (251) 12/30/2011 2011 (246) 12/30/2011 2011 (271) 12/30/2011 2011 (235) 12/30/2011 2011 (445) 12/30/2011 1995 (280) 1/6/2012 2011 (1,276) 1/10/2012 1995 (1,039) 1/19/2012 1998 38,039 (12,526) 1/25/2012 2011 4,646 841 1,070 832 849 939 809 823 (1,334) 1/27/2012 2008 (260) 1/31/2012 2010 (345) 1/31/2012 2011 (273) 1/31/2012 2010 (278) 1/31/2012 2010 (272) 2/1/2012 2012 (263) 2/1/2012 2012 (283) 2/1/2012 2011 Property City State Dollar General Rio Grande City TX FedEx Blountville Dollar General Choudrant Dollar General Mangham TN LA LA Dollar General Mount Hermon LA Dollar General Monroe Dollar General Fayetteville Dollar General Ocean Isle Beach Dollar General Vass Dollar General Richmond Dollar General Danville Dollar General Hopewell Dollar General Hot Springs Walgreens Anderson Walgreens Wetumpka Walgreens Shereveport Walgreens Bryan FedEx FedEx Greenville Tulsa Dollar General Greenfield Dollar General Sikeston Dollar General Vienna LA NC NC NC VA VA VA VA SC AL LA OH NC OK OH MO MO Dollar General Lake Charles LA Dollar Tree/Family Dollar Kerens General Service Administration Grangeville Dollar General Gardner TX ID LA Dollar General West Monroe LA Dollar General Altamont Advance Auto Parts Greenwood Dollar General Cadillac Dollar General Carleton FedEx FedEx Kokomo Commerce City CO IL SC MI MI IN Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — 300 300 400 400 300 400 300 400 300 500 400 — — — — — — 400 — — — — 2,100 — — — — — — — — 163 562 83 40 94 97 216 341 226 242 155 584 283 835 547 619 219 363 458 110 56 78 102 73 317 138 153 211 210 187 222 186 652 5,056 745 759 842 869 647 633 528 726 621 713 661 3,342 3,102 3,509 4,154 6,903 8,695 986 1,056 704 919 658 6,023 784 869 844 630 747 666 — — — — — — — — — — — — — — — — — — — — — — — — 27 — — — — — — 815 5,618 828 799 936 966 863 974 754 968 776 1,297 944 4,177 3,649 4,128 4,373 7,266 9,153 1,096 1,112 782 1,021 731 6,367 922 1,022 1,055 840 934 888 (236) 2/1/2012 2011 (2,080) 2/3/2012 2009 (270) 2/6/2012 2011 (275) 2/6/2012 2011 (305) 2/6/2012 2009 (314) 2/6/2012 2011 (234) 2/6/2012 2011 (229) 2/6/2012 2011 (191) 2/6/2012 2011 (263) 2/6/2012 2011 (225) 2/6/2012 2011 (258) 2/6/2012 2011 (239) 2/6/2012 2011 (1,291) 2/8/2012 2006 (1,198) 2/22/2012 2007 (1,355) 2/22/2012 2003 (1,605) 2/22/2012 2007 (2,840) 2/22/2012 2006 (3,577) 2/22/2012 2008 (357) 2/23/2012 2011 (382) 2/24/2012 2011 (255) 2/24/2012 2011 (332) 2/29/2012 2012 (238) 2/29/2012 2011 (2,248) 3/5/2012 2007 (282) 3/8/2012 2012 (312) 3/9/2012 1995 (304) 3/9/2012 2012 (227) 3/9/2012 1995 (268) 3/16/2012 2012 (239) 3/16/2012 2011 3,541 3,442 7,169 (1,895) 3/16/2012 2012 6,556 26,224 393 33,173 (10,758) 3/20/2012 2007 F-65 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction CVS Franklin Advance Auto Parts Auburn Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Biloxi Carriere Tickfaw Dollar General Oran Dollar Tree/Family Dollar FedEx St Louis Blauvelt Dollar General Soso Advance Auto Parts Warren Dollar General Como Dollar General Gordonville Rubbermaid Winfield Dollar General Chunchula Dollar General Moulton Dollar General Nancy Dollar General New Iberia Dollar General Patterson Dollar General Zachary Citizens Bank Wilmington Citizens Bank Pelham IN IN MS MS LA MO MO NY MS OH TX TX KS AL AL KY LA LA LA DE NH Dollar General New Haven MO Dollar General Ozark MO Dollar General LittleRiver Acdmy Tire Kingdom Dublin Dollar General Moorhead Dollar Tree/Family Dollar Chalmette Circle K Dollar Tree/Family Dollar Dollar Tree/Family Dollar Phoenix Rangely Lovelock Dollar General Burkeville General Service Administration Fort Worth Dollar Tree/Family Dollar Wells TX OH MS LA AZ CO NV VA TX NV — — — — — — — 310 337 310 200 181 83 168 2,787 1,347 575 599 543 747 671 26,100 14,420 26,779 — — — — — — — — — — — — — — — — — — — — — — — — — 116 83 76 38 658 745 683 717 1,056 20,060 174 517 81 315 259 248 299 113 176 190 122 373 107 751 344 66 185 160 477 84 697 1,207 733 736 1,035 743 299 340 702 758 693 1,119 606 615 1,377 593 742 906 4,294 755 F-66 (6) — — — — — (4) — — (2) — — — — — — — — — — — — — — — — — — — — — (4) — 3,091 1,684 885 799 724 830 835 (1,070) 3/29/2012 1999 (484) 3/29/2012 2007 (207) 3/30/2012 2012 (215) 3/30/2012 2012 (195) 3/30/2012 2011 (269) 3/30/2012 2012 (238) 4/2/2012 2006 41,199 (10,851) 4/5/2012 2012 774 826 759 755 (235) 4/12/2012 2011 (265) 4/12/2012 2003 (244) 4/20/2012 2012 (256) 4/20/2012 2012 21,116 (8,128) 4/25/2012 2008 871 1,724 814 1,051 1,294 991 598 453 878 948 815 1,492 713 1,366 1,721 659 927 1,066 4,767 839 (249) 4/26/2012 2012 (431) 4/26/2012 2012 (262) 4/26/2012 2011 (263) 4/26/2012 2011 (370) 4/26/2012 2011 (265) 4/26/2012 2011 (102) 4/26/2012 1967 (116) 4/26/2012 1983 (251) 4/27/2012 2012 (271) 4/27/2012 2012 (248) 4/27/2012 2012 (434) 4/30/2012 2003 (215) 5/1/2012 2011 (218) 5/3/2012 2011 (489) 5/4/2012 1986 (210) 5/4/2012 2010 (263) 5/4/2012 2012 (321) 5/8/2012 2012 (1,574) 5/9/2012 2010 (268) 5/11/2012 2011 Property City State Dollar General Lucasville OH Dollar General Durand Dollar General Flint Dollar Tree/Family Dollar Dollar Tree/Family Dollar Gulfport D'Iberville General Mills Geneva Dollar Tree/Family Dollar Caldwell Walgreens Las Vegas FedEx FedEx Evansville Kankakee MI MI MS MS IL TX NV IN IL Dollar Tree/Family Dollar Hawthorne NV Big O Tires Los Lunas NTW Morrow Fresenius Medical Care Caro Fresenius Medical Care Jackson NM GA MI MI Fresenius Medical Care Kings Mills OH Dollar General Birmingham AL Dollar General Pacific Dollar General Loudonville Dollar General Natchez Tractor Supply Negaunee MO OH MS MI Dollar General Springfield MO FedEx Bryan General Service Administration General Service Administration Plattsburgh Mobile Tractor Supply Rio Grande General Service Administration Warren Dollar General Ash Flat Dollar General Flippin TX NY AL TX PA AR AR Dollar General Panama City FL Dollar General Clever MO Dollar General Humansville MO Dollar General Oak Grove MO Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — 6,566 — — — — — — 1,948 — — — — — — — — — — — — — — — — — — 223 181 83 209 241 893 726 743 626 561 7,457 22,371 138 1,528 665 195 191 316 397 92 137 399 156 151 236 166 488 378 1,422 508 268 469 341 44 53 139 136 69 27 552 6,114 2,661 1,103 764 1,265 1,586 1,744 2,603 598 882 853 945 664 1,953 702 4,763 4,572 5,095 1,095 3,114 132 64 312 542 277 106 F-67 — — — — — — 387 — 7 176 — — — — — 6 — — — — — — 33 — 49 — 55 24 1 280 — — 64 1,116 (317) 5/16/2012 2012 907 826 835 802 (257) 5/18/2012 2012 (264) 5/18/2012 2012 (222) 5/21/2012 2012 (199) 5/21/2012 2012 29,828 (8,996) 5/23/2012 1998 1,077 7,642 3,333 1,474 955 1,581 1,983 1,836 2,740 1,003 1,038 1,004 1,181 830 2,441 1,080 6,218 5,080 5,412 1,564 3,510 200 118 731 678 346 197 (205) 5/29/2012 2012 (2,316) 5/30/2012 2009 (1,070) 5/31/2012 1998 (484) 5/31/2012 2003 (269) 6/1/2012 2012 (483) 6/1/2012 2006 (605) 6/5/2012 1992 (538) 6/5/2012 1995 (804) 6/5/2012 1995 (190) 6/5/2012 1995 (311) 6/6/2012 2012 (301) 6/6/2012 2012 (333) 6/6/2012 2012 (234) 6/12/2012 2012 (633) 6/12/2012 2010 (248) 6/14/2012 2012 (1,523) 6/15/2012 1995 (1,664) 6/19/2012 2008 (1,860) 6/19/2012 1995 (355) 6/19/2012 1993 (1,144) 6/19/2012 2008 (48) 6/19/2012 1997 (22) 6/19/2012 1994 (58) 6/19/2012 1987 (191) 6/19/2012 2010 (98) 6/19/2012 2007 (41) 6/19/2012 1999 Property City State Dollar General Palmyra Dollar General Senath Dollar General Seneca Dollar General St. James MO MO MO MO Dollar General Willow Springs MO Advance Auto Parts Woodbury Advance Auto Parts Chapin General Service Administration Gloucester Dollar General Melvindale Fresenius Medical Care Peru Walgreens Walgreens Eaton Easley Advance Auto Parts Chesterfield Dollar General Bergman Dollar General Hickory Dollar General Stonewall Dollar General Stringer Dollar Tree/Family Dollar Eagle Lake Dollar General Silsbee Advance Auto Parts Pasadena NJ SC VA MI IN OH SC SC AR MS MS MS TX TX TX Dollar General New Charlisle OH Dollar General Bangor Dollar General East Jordan Dollar General Gaylord FedEx Humboldt Dollar General Mcminnville Dollar General Jennings Fresenius Medical Care Aurora MI MI MI TN TN MO IL Dollar Tree/Family Dollar Mountainair NM Dollar General Rush City MN Dollar General Manchester Dollar General Keithville Bojangles Boone TN LA NC Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,294 — — — — — 40 61 47 81 24 446 395 287 242 69 398 1,206 131 113 77 116 116 100 43 382 215 173 125 172 239 120 445 287 84 126 114 83 278 225 552 189 244 213 1,784 922 1,628 967 1,305 3,586 3,617 745 639 692 655 655 566 810 1,146 860 691 709 687 4,543 679 826 2,584 752 716 646 750 833 F-68 (3) — 180 — 48 — — 8 — — — — — — — — — 100 — — — — — — — — — 15 — — — — — 262 613 416 325 285 2,230 1,317 1,923 1,209 1,374 3,984 4,823 876 752 769 771 771 766 853 1,528 1,075 864 834 859 4,782 799 1,271 2,886 836 842 760 833 (79) 6/19/2012 2003 (195) 6/19/2012 2010 (90) 6/19/2012 1962 (86) 6/19/2012 1999 (77) 6/19/2012 2002 (629) 6/20/2012 2007 (325) 6/20/2012 2007 (593) 6/20/2012 1995 (341) 6/26/2012 2012 (403) 6/27/2012 1982 (1,349) 6/27/2012 2008 (1,361) 6/27/2012 2007 (262) 6/27/2012 2008 (224) 7/2/2012 2011 (242) 7/2/2012 2011 (229) 7/2/2012 2011 (229) 7/2/2012 2011 (215) 7/6/2012 2012 (284) 7/6/2012 2012 (401) 7/6/2012 2008 (301) 7/10/2012 2012 (242) 7/10/2012 2012 (248) 7/10/2012 2012 (241) 7/10/2012 2012 (1,799) 7/11/2012 2008 (238) 7/12/2012 2012 (289) 7/13/2012 2012 (796) 7/13/2012 1996 (263) 7/16/2012 2011 (250) 7/25/2012 2012 (226) 7/26/2012 2012 (263) 7/26/2012 2012 1,111 (355) 7/27/2012 1980 Property City State Bojangles Indian Trail Bojangles Morganton NC NC Bojangles Roanoke Rapids NC Bojangles Bojangles Clinton Winder Bojangles Dobson Bojangles Southport Scotts Miracle-Gro Orrville Scotts Miracle-Gro Orrville Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Tulsa Okolona Winona Dollar General Laredo Walgreens Lincoln Park Walgreens Anderson West Marine Deltaville Fresenius Medical Care Chicago Fresenius Medical Care Waukegan O'Reilly Auto Parts Oneonta Dollar General Belton Tractor Supply Gray CVS Freeland Dollar General Sarepta Dollar General Gardendale SC GA NC NC OH OH OK MS MS TX MI IN VA IL IL AL MO LA PA LA AL Dollar General Plattsburg MO Advance Auto Parts Granite Falls NC Advance Auto Parts Franklin OH Advance Auto Parts Oklahoma City OK Bojangles Chapin SC Williams Sonoma Olive Branch MS Dollar General Hickory Dollar General Tryon Bed Bath & Beyond Stockton NC NC CA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction 1,217 1,321 1,032 926 1,198 1,004 1,179 1,134 11,576 878 578 585 758 5,896 3,227 2,409 1,764 1,792 460 948 2,202 1,096 743 805 843 1,005 873 1,178 1,071 — — — — — — — — — — — — — 655 566 442 397 645 251 505 611 609 220 64 146 253 5,494 1,041 807 425 588 94 81 105 550 122 131 142 44 251 218 208 577 — — — — — — 2,048 — — — — — — — — — — — 2,330 44,266 89 139 804 789 40,278 2,761 52,454 F-69 — — — — — — — — — — — — — — — — — 61 52 — — — — — — — — — — — — — — 1,872 1,887 1,474 1,323 1,843 1,255 1,684 1,745 (520) 7/27/2012 2011 (564) 7/27/2012 2010 (440) 7/27/2012 2011 (395) 7/27/2012 2009 (512) 7/30/2012 2011 (429) 7/30/2012 2010 (503) 7/30/2012 2011 (449) 7/30/2012 1950 12,185 (4,584) 7/30/2012 2006 1,098 (307) 7/30/2012 2012 642 731 1,011 6,937 4,034 2,834 2,352 1,947 593 1,053 2,752 1,218 874 947 887 1,256 1,091 1,386 1,648 (202) 7/31/2012 2012 (205) 7/31/2012 2012 (265) 7/31/2012 2012 (2,204) 7/31/2012 2007 (1,206) 7/31/2012 2001 (843) 7/31/2012 2012 (540) 7/31/2012 1960 (565) 7/31/2012 1980 (162) 8/2/2012 2000 (330) 8/3/2012 2012 (701) 8/7/2012 2011 (407) 8/8/2012 2004 (259) 8/9/2012 2011 (280) 8/9/2012 2012 (293) 8/9/2012 2012 (350) 8/9/2012 2010 (304) 8/9/2012 1984 (410) 8/9/2012 2007 (454) 8/9/2012 2009 46,596 (17,392) 8/10/2012 2001 893 928 (279) 8/13/2012 2012 (274) 8/13/2012 2012 55,215 (20,609) 8/17/2012 2003 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Advance Auto Parts Houston Dollar Tree/Family Dollar Horn Lake Dollar General Doyle Advance Auto Parts Inez Advance Auto Parts Lakewood TX MS TN KY NJ — — — — — 837 225 75 130 750 CVS North Las Vegas NV 3,268 1,374 Dollar General Cardwell MO Dollar General Hawk Point MO Dollar General Robertsville MO Dollar General Sikeston Circle K Martinez Dollar General Covert Dollar General Iron River Dollar General Negaunee Dollar General Roscommon Dollar General Chariton Dollar General Jacksonville MO GA MI MI MI MI IA IL Dollar General Gower MO Dollar General Rocky Mount MO Dollar General New Braunfels TX Dollar General Waco Dollar General Auburn Dollar General Cottonwood Falls Dollar General Erie Dollar General Garden City Dollar General Harper Dollar General Humboldt Dollar General Kingman TX KS KS KS KS KS KS KS Dollar General Medicine Lodge KS Dollar General Minneapolis Dollar General Pomona Dollar General Sedan Dollar General Syracuse KS KS KS KS — — — — — — — — — — — — — — — — — — — — — — — — — — — 89 177 131 144 348 37 86 87 87 165 145 118 88 205 192 42 89 42 136 91 44 142 40 43 42 42 43 685 676 679 1,174 1,750 3,207 805 709 744 819 813 704 777 779 781 934 823 668 789 818 767 801 802 790 771 818 828 804 765 816 796 792 817 F-70 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,522 (238) 8/21/2012 2007 901 754 1,304 2,500 4,581 894 886 875 963 (235) 8/22/2012 2012 (236) 8/22/2012 2012 (408) 8/22/2012 2010 (609) 8/22/2012 2010 (1,190) 8/22/2012 2004 (280) 8/24/2012 2012 (246) 8/24/2012 2012 (259) 8/24/2012 2011 (285) 8/24/2012 2012 1,161 (283) 8/28/2012 2003 741 863 866 868 (245) 8/30/2012 2012 (270) 8/30/2012 2012 (271) 8/30/2012 2012 (271) 8/30/2012 2012 1,099 (325) 8/31/2012 2012 968 786 877 (286) 8/31/2012 2012 (232) 8/31/2012 2012 (275) 8/31/2012 2012 1,023 (284) 8/31/2012 2012 959 843 891 832 907 909 872 946 805 859 838 834 860 (267) 8/31/2012 2012 (278) 8/31/2012 2009 (279) 8/31/2012 2009 (275) 8/31/2012 2009 (268) 8/31/2012 2010 (284) 8/31/2012 2009 (288) 8/31/2012 2010 (280) 8/31/2012 2010 (266) 8/31/2012 2010 (284) 8/31/2012 2010 (277) 8/31/2012 2010 (275) 8/31/2012 2009 (284) 8/31/2012 2010 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar General Calera Dollar General Hartshorne Dollar General Lexington Dollar General Maud Dollar General Maysville OK OK OK OK OK Dollar General Rush Spring OK Dollar General Bryan Dollar General Gladewater Dollar General La Marque Dollar General Lubbock TX TX TX TX Dollar General Mount Pleasant TX Dollar General Tyler Dollar General Carthage Dollar General St. Louis Dollar General Nashua TX IL MO IA Dollar General Farmington NM Dollar General Morehouse Dollar General Sedadia Dollar General Edinburg MO MO TX Dollar General Marble Hill MO Dollar General Donna Dollar Tree/Family Dollar Warren Dollar General Troy Dollar General Edina Dollar General Belton Dollar General Meridian Dollar General Meridian Dollar General Bryan Dollar General Bryan Dollar Tree/Family Dollar Arco TX OH TX MO TX MS MS TX TX ID FedEx Parkersburg WV Dollar Tree/Family Dollar Gulfport MS Dollar General Kansas CIty MO — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 136 100 85 76 41 87 185 184 102 267 214 219 48 372 136 269 87 273 136 104 136 170 93 127 145 178 40 148 193 76 193 270 313 770 898 761 688 785 779 740 736 917 801 858 875 908 692 768 807 783 637 769 935 768 681 841 722 821 713 754 840 772 684 3,671 629 731 F-71 — — — — — — — — — — — — — — — — — — — — — (2) — — — — — — — — — — — 906 998 846 764 826 866 925 920 1,019 1,068 1,072 1,094 956 1,064 904 1,076 870 910 905 (268) 8/31/2012 2010 (312) 8/31/2012 2010 (265) 8/31/2012 2010 (239) 8/31/2012 2010 (273) 8/31/2012 2010 (271) 8/31/2012 2010 (257) 8/31/2012 2009 (256) 8/31/2012 2009 (319) 8/31/2012 2010 (278) 8/31/2012 2010 (298) 8/31/2012 2009 (304) 8/31/2012 2010 (316) 8/31/2012 2012 (241) 8/31/2012 2012 (265) 9/6/2012 2012 (279) 9/6/2012 2012 (270) 9/7/2012 2012 (220) 9/7/2012 2012 (266) 9/7/2012 2012 1,039 (323) 9/11/2012 2012 904 849 934 849 966 891 794 988 965 760 3,864 899 1,044 (265) 9/11/2012 2012 (235) 9/11/2012 2012 (290) 9/12/2012 2012 (249) 9/13/2012 2012 (283) 9/13/2012 2012 (246) 9/13/2012 2011 (260) 9/13/2012 2011 (290) 9/14/2012 2012 (267) 9/14/2012 2012 (236) 9/18/2012 2012 (1,431) 9/20/2012 2012 (217) 9/20/2012 2012 (253) 9/21/2012 2012 Property City State Dollar General Lexington IL Dollar General Lebanon MO Dollar Tree/Family Dollar Silver Spring NV Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Montgomery Tuscaloosa Jacksonville Orlando Orlando Plant City St. Augustine Albany Atlanta Augusta Columbus Decatur Macon AL AL FL FL FL FL FL GA GA GA GA GA GA Milledgeville GA Snellville Gulfport Pearl Chattanooga Knoxville GA MS MS TN TN IL MO MO TX TX TX LA Dollar General Marion Dollar General Lebanon Dollar General Ozark Dollar General Weslaco Dollar General San Leon Dollar General Kyle Dollar General Converse Dollar General St. Louis MO Mattress Firm Nederland Dollar General Jonesville TX LA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 100 278 202 259 206 574 372 669 355 411 309 166 365 622 94 325 261 466 215 426 336 369 153 177 149 215 87 132 84 260 311 103 899 835 808 1,036 1,165 574 372 446 533 411 721 664 851 934 533 759 609 466 861 638 784 246 867 708 842 862 786 747 756 606 1,245 929 F-72 — — — — 454 — 125 — — 125 — — — — — — — (602) (792) — — (375) — — — — — — — — 140 — 999 1,113 1,010 1,295 1,825 1,148 869 1,115 888 947 1,030 830 1,216 1,556 627 1,084 870 330 284 1,064 1,120 240 1,020 885 991 (310) 9/21/2012 2012 (288) 9/21/2012 2012 (279) 9/21/2012 2012 (437) 9/21/2012 1964 (311) 9/21/2012 1976 (242) 9/21/2012 1990 (173) 9/21/2012 1994 (188) 9/21/2012 1995 (225) 9/21/2012 2012 (190) 9/21/2012 2012 (304) 9/21/2012 1962 (280) 9/21/2012 1973 (359) 9/21/2012 1979 (394) 9/21/2012 1977 (225) 9/21/2012 1965 (320) 9/21/2012 1962 (257) 9/21/2012 2011 — 9/21/2012 1981 — 9/21/2012 2011 (269) 9/21/2012 1976 (331) 9/21/2012 2010 — 9/21/2012 1970 (299) 9/24/2012 1995 (244) 9/24/2012 2012 (291) 9/24/2012 2012 1,077 (298) 9/24/2012 2012 873 879 840 866 1,696 1,032 (272) 9/25/2012 2012 (258) 9/26/2012 2012 (261) 9/26/2012 2012 (209) 9/26/2012 2012 (432) 9/26/2012 1997 (321) 9/27/2012 2012 Property City State Dollar General Caruthersville MO Dollar General Jackson Price Rite Rochester Circle K FedEx FedEx FedEx Akron Omak Wenatchee Hazard Scotts Miracle-Gro Orrville FedEx Quincy Citizens Bank Colchester Citizens Bank Deep River Citizens Bank East Lyme Citizens Bank Montville Citizens Bank Stonington Citizens Bank Malden Citizens Bank Medford Citizens Bank Randolph Citizens Bank Somerville Citizens Bank Dallas MS NY OH WA WA KY OH IL CT CT CT CT CT MA MA MA MA PA Citizens Bank Mechanicsburg PA Citizens Bank Mount Lebanon PA Citizens Bank West Hazleton PA Kum & Go Paragould Kum & Go Sherwood CVS CVS CVS Alpharetta Vidalia Nashville Iron Mountain Columbus AR AR GA GA TN OH Dollar General Buchanan Dam TX Dollar Tree/Family Dollar Brookston Walgreens Memphis IN TN Dollar General Berkeley MO Dollar General Canyon Lake TX Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — 3,080 — — — — — — — — — — — 1,697 1,194 1,383 — — 1,620 1,577 — — — — — — — — — — — — 98 198 569 675 252 266 215 278 371 185 453 258 413 190 484 589 480 561 213 288 215 279 708 866 572 368 203 405 145 126 896 132 149 878 793 3,594 1,254 1,425 2,393 4,085 2,502 2,101 1,049 1,812 1,032 2,342 1,079 1,935 1,094 1,439 561 1,205 2,590 1,939 2,509 2,123 1,609 858 1,105 1,148 3,642 820 715 2,687 748 843 F-73 — — — — — — — — 3,011 — — — — — — — — — — — — — — — 141 76 82 1,264 — — — — — 976 991 4,163 1,929 1,677 2,659 4,300 2,780 5,483 1,234 2,265 1,290 2,755 1,269 2,419 1,683 1,919 1,122 1,418 2,878 2,154 2,788 2,831 2,475 1,571 1,549 1,433 5,311 965 841 (303) 9/27/2012 2012 (274) 9/27/2012 2011 (1,365) 9/27/2012 1965 (433) 9/27/2012 1996 (556) 9/27/2012 2012 (933) 9/27/2012 2012 (1,592) 9/28/2012 2012 (975) 9/28/2012 1950 (1,366) 9/28/2012 2012 (347) 9/28/2012 2012 (600) 9/28/2012 1851 (342) 9/28/2012 1972 (775) 9/28/2012 1984 (357) 9/28/2012 1984 (641) 9/28/2012 1988 (362) 9/28/2012 1938 (477) 9/28/2012 1979 (186) 9/28/2012 1940 (399) 9/28/2012 1949 (858) 9/28/2012 1900 (642) 9/28/2012 1960 (831) 9/28/2012 1900 (733) 9/28/2012 2012 (556) 9/28/2012 2012 (315) 9/28/2012 1994 (408) 9/28/2012 2000 (425) 9/28/2012 1996 (1,550) 9/28/2012 1954 (283) 9/28/2012 2012 (245) 10/1/2012 2012 3,583 (984) 10/2/2012 2003 880 992 (257) 10/9/2012 2012 (289) 10/12/2012 2012 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar General Donna O'Reilly Auto Parts Laramie FedEx Yuma General Mills Fort Wayne Advance Auto Parts Alton Dollar General San Antonio Dollar General San Antonio Dollar Tree/Family Dollar Avinger Dollar General Elmendorf Dollar Tree/Family Dollar St. Louis Dollar General Estherville TX WY AZ IN TX TX TX TX TX MO IA GA Krystal FedEx FedEx East Point Independence KS Ottumwa IA Dollar General Marionville MO Dollar General Flint National Tire & Battery St. Louis Rite Aid Louisville CVS New Castle Mattress Firm Columbus Kum & Go Tioga CVS Henrietta Walgreens Cordova Dollar Tree/Family Dollar FedEx Lenox Chico Cracker Barrel Braselton Cracker Barrel Bremen Cracker Barrel Mebane Cracker Barrel Emporia Cracker Barrel Woodstock Rite Aid Rite Aid Marion Lima Walgreens Clinton MI MO OH PA IN ND NY TN GA CA GA GA NC VA VA OH OH MI — — — — — — — — — — — — — — — — — — — — — — — — — 2,935 2,677 2,514 2,435 2,262 — — — 200 144 — 799 1,297 2,076 2,533 48,130 169 252 222 40 94 445 226 221 114 205 89 91 756 576 412 157 318 965 1,005 90 308 1,294 1,012 1,106 972 928 508 576 1,463 958 756 888 761 847 1,038 903 664 2,166 2,552 797 820 924 3,266 2,337 891 2,863 1,180 2,345 809 2,776 2,403 2,361 2,054 2,267 2,164 2,877 2,304 3,413 F-74 — — — — (3) — — — — — — — — 2,749 — — — — 49 — — 63 — — 242 — — — — — — — 153 999 1,441 2,076 (274) 10/12/2012 2012 (445) 10/12/2012 1999 (815) 10/17/2012 2011 50,663 (18,613) 10/18/2012 2012 1,124 1,008 1,110 801 941 1,483 1,129 885 2,280 5,506 886 911 1,680 3,842 2,798 1,048 3,181 2,208 3,350 899 3,326 3,697 3,373 3,160 3,239 3,092 3,385 2,880 5,029 (328) 10/18/2012 2006 (259) 10/22/2012 2012 (305) 10/22/2012 2012 (261) 10/22/2012 2012 (291) 10/23/2012 2012 (356) 10/23/2012 2012 (310) 10/25/2012 2012 (278) 10/26/2012 1984 (838) 10/30/2012 2012 (1,345) 10/30/2012 2012 (273) 10/31/2012 2012 (281) 10/31/2012 2012 (342) 10/31/2012 1998 (1,196) 10/31/2012 2008 (857) 10/31/2012 1999 (304) 11/6/2012 1964 (975) 11/8/2012 2012 (431) 11/8/2012 1997 (853) 11/9/2012 2002 (276) 11/9/2012 2012 (1,075) 11/9/2012 2006 (1,001) 11/13/2012 2005 (984) 11/13/2012 2006 (856) 11/13/2012 2004 (945) 11/13/2012 2004 (902) 11/13/2012 2005 (1,046) 11/13/2012 2006 (838) 11/13/2012 2006 (1,247) 11/13/2012 2002 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Vacant Warsaw Dollar Tree/Family Dollar Kiln Dollar Tree/Family Dollar Gulfport NC MS MS 1,428 (1,343) — — — 75 106 218 650 654 AON Lincolnshire IL 92,517 5,336 124,777 Dollar General Cedar Creek TX Dollar General Lacy Lakeview TX 7-Eleven Sarasota Dollar General Beeville Kum & Go Bentonville Kum & Go Kum & Go Lowell Rogers Kum & Go Ottumwa FL TX AR AR AR IA DaVita Dialysis Federal Way WA GE Aviation Auburn Dollar General Doyline Dollar Tree/Family Dollar Detroit Rubbermaid Winfield Advance Auto Parts Sweetwater Bojangles Biscoe AL LA MI KS TN NC Bojangles Moncks Corner SC Bojangles Walterboro Tractor Supply Plymouth SC NH CVS FedEx Mechanicsburg PA Roseville MN Walgreens Jeffersonville IN Walgreens Lawrenceburg KY Walgreens Lexington Walgreens Paris Walgreens Scottsville Walgreens Stanford KY KY KY KY Walgreens Huntington WV Dollar General Maynard Dollar General Wooster AR AR — — — — — — — — 17,751 24,133 — — — — — — — 2,074 — — — — — — — — — — — 291 146 1,312 90 587 774 668 586 1,929 1,627 88 130 819 360 247 505 454 424 1,155 1,462 824 567 — 743 153 152 964 73 74 680 826 1,312 810 1,370 1,437 1,559 1,368 22,357 30,920 793 1,169 15,555 839 986 1,179 1,363 2,430 3,465 8,282 2,472 2,267 1,943 2,228 2,904 2,886 2,250 654 664 F-75 160 756 872 — 11/13/2012 2003 (222) 11/14/2012 2012 (223) 11/15/2012 2012 130,113 (43,198) 11/16/2012 1998 971 972 2,624 900 1,905 2,184 2,227 1,954 (232) 11/16/2012 2012 (281) 11/16/2012 2012 (447) 11/19/2012 2000 (276) 11/19/2012 2012 (467) 11/20/2012 2009 (490) 11/20/2012 2009 (531) 11/20/2012 2008 (466) 11/20/2012 1998 24,286 (8,894) 11/21/2012 2000 32,555 (9,913) 11/21/2012 1995 881 1,299 (270) 11/27/2012 2012 (398) 11/27/2012 2011 16,374 (5,967) 11/28/2012 2012 1,199 1,233 1,684 1,817 2,869 4,620 9,744 3,296 2,834 1,943 2,971 3,057 3,038 3,214 727 738 (286) 11/29/2012 2006 (411) 11/29/2012 2010 (491) 11/29/2012 2010 (568) 11/29/2012 2010 (750) 11/29/2012 2011 (1,260) 11/29/2012 2008 (3,177) 11/30/2012 2012 (899) 11/30/2012 2008 (825) 11/30/2012 2008 (707) 11/30/2012 2007 (811) 11/30/2012 2008 (1,056) 11/30/2012 2007 (1,050) 11/30/2012 2009 (819) 11/30/2012 2008 (221) 12/4/2012 1995 (225) 12/4/2012 1995 — — — — — — — (52) (27) — — — 8 — — — — — — — 15 — — — — — — — — — — — Property City State Mattress Firm Florence Dollar Tree/Family Dollar Chireno Advance Auto Parts Bardstown SC TX KY Advance Auto Parts Brandenburg KY Advance Auto Parts Hardinsburg KY Advance Auto Parts Leitchfield KY Advance Auto Parts Titusville Dollar Tree/Family Dollar Oakhurst Walgreens Troy Vacant Greenville Dollar General St. Louis Citizens Bank Keene Citizens Bank Fairlawn Citizens Bank Altoona Citizens Bank Dillsburg Vacant Matamoras Citizens Bank Mercer Citizens Bank Milford Citizens Bank Oakmont Vacant Pittsburgh Citizens Bank Pittsburgh Citizens Bank Pittsburgh Citizens Bank Pittsburgh Citizens Bank Tyrone Citizens Bank Upper Darby PA TX MI NC MO NH OH PA PA PA PA PA PA PA PA PA PA PA PA Citizens Bank Middlebury VT US Bank Orland Hills IL Citizens Bank Milton MA Vacant Vacant Highspire Pitcairn Citizens Bank Pittsburgh Citizens Bank Pittsburgh Vacant Pittsburgh PA PA PA PA PA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — 1,885 1,885 — — — — — — — — — 2,262 — — — 2,646 2,244 — — 1,244 918 — 398 50 272 186 94 104 207 36 — 1,085 445 132 511 153 232 509 105 513 199 185 389 146 470 146 411 363 1,253 619 216 46 516 196 255 929 943 1,090 742 845 939 1,172 683 1,896 1,085 1,039 2,511 2,045 459 926 946 314 769 1,127 1,051 1,168 2,770 2,661 583 617 544 2,327 2,476 649 867 1,204 1,110 1,019 F-76 32 — 234 — — (5) — — 3 (1,322) — — — — — (1,435) (239) — — (871) — (1,726) — — — — — — (815) (908) — — — 1,359 993 1,596 928 939 1,038 1,379 719 1,899 848 1,484 2,643 2,556 612 1,158 20 180 1,282 1,326 365 1,557 1,190 3,131 729 1,028 907 3,580 3,095 50 5 1,720 1,306 1,274 (314) 12/7/2012 2012 (319) 12/10/2012 2012 (375) 12/10/2012 2005 (251) 12/10/2012 2005 (286) 12/10/2012 2007 (315) 12/10/2012 2005 (397) 12/12/2012 2010 (231) 12/12/2012 2012 (985) 12/12/2012 2000 (14) 12/12/2012 2012 (352) 12/14/2012 2012 (814) 12/14/2012 1900 (663) 12/14/2012 1979 (149) 12/14/2012 1971 (300) 12/14/2012 1935 — 12/14/2012 1920 (1) 12/14/2012 1964 (249) 12/14/2012 1981 (366) 12/14/2012 1967 — 12/14/2012 1960 (379) 12/14/2012 1940 (52) 12/14/2012 1900 (863) 12/14/2012 1979 (189) 12/14/2012 1967 (200) 12/14/2012 1966 (176) 12/14/2012 1969 (754) 12/14/2012 1995 (803) 12/14/2012 1968 — 12/14/2012 1974 — 12/14/2012 1985 (390) 12/14/2012 1970 (360) 12/14/2012 1980 (330) 12/14/2012 1970 Property City State Citizens Bank Pittsburgh Vacant Reading PA PA Dollar General Mount Morris IL Dollar General Melrose MN Dollar General Montgomery MN Dollar General Blessing Dollar Tree/Family Dollar Dollar Tree/Family Dollar Barryton Tustin Dollar General Wakefield Hanesbrands Rural Hall Walgreens Columbia Kum & Go Fountain Kum & Go Monument 7-Eleven Gloucester 7-Eleven Hampton 7-Eleven Hampton TX MI MI MI NC MS CO CO VA VA VA Dollar General Springfield MN Dollar General Corpus Christi TX Kum & Go Cheyenne WY Advance Auto Parts Calera Kum & Go Muscatine AL IA Advance Auto Parts St. Mary's WV Academy Sports + Outdoors Fayetteville AR Citizens Bank N. Providence RI DaVita Dialysis Allen Park MI Pantry Gas & Convenience Pantry Gas & Convenience Pantry Gas & Convenience Pantry Gas & Convenience Pantry Gas & Convenience Pantry Gas & Convenience Pantry Gas & Convenience Pantry Gas & Convenience Montgomery AL Charlotte Charlotte Charlotte Charlotte Conover Cornelius Lincolnton NC NC NC NC NC NC NC Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — 268 267 97 96 87 83 32 33 88 2,413 802 877 863 783 745 599 633 794 — (820) — — — — — — — 2,681 (782) 12/14/2012 1970 249 974 959 870 828 631 666 882 — 12/14/2012 1970 (297) 12/17/2012 2012 (292) 12/17/2012 2012 (265) 12/17/2012 2012 (252) 12/18/2012 2012 (203) 12/18/2012 2012 (214) 12/18/2012 2012 (269) 12/19/2012 2012 17,990 1,082 22,565 (202) 23,445 (8,911) 12/21/2012 1989 — — — — — — — — — — — — 7,290 1,445 — — — — — — — — — 452 1,131 1,192 144 69 161 88 270 411 723 794 309 1,900 200 209 526 1,332 1,667 1,191 1,070 1,144 1,847 1,766 4,072 1,696 1,457 578 624 644 795 809 2,327 723 1,853 928 7,601 1,800 1,885 1,228 1,332 417 1,787 1,308 936 2,258 2,159 F-77 — — — — — — — — — — — — — — 151 — — — — — — — — 4,524 2,827 2,649 722 693 805 883 1,079 2,738 1,446 2,647 1,237 9,501 2,000 2,245 1,754 2,664 2,084 2,978 2,378 2,080 4,105 3,925 (1,471) 12/21/2012 2011 (574) 12/24/2012 2012 (493) 12/24/2012 2012 (195) 12/24/2012 1985 (211) 12/24/2012 1986 (218) 12/24/2012 1959 (269) 12/26/2012 2012 (274) 12/26/2012 2012 (787) 12/27/2012 2012 (245) 12/27/2012 2008 (627) 12/27/2012 2012 (314) 12/28/2012 2007 (3,046) 12/28/2012 2012 (584) 12/31/2012 1971 (618) 12/31/2012 1955 (415) 12/31/2012 1998 (451) 12/31/2012 2004 (141) 12/31/2012 1982 (604) 12/31/2012 1987 (443) 12/31/2012 1997 (317) 12/31/2012 1998 (764) 12/31/2012 1999 (730) 12/31/2012 2000 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Pantry Gas & Convenience Pantry Gas & Convenience Pantry Gas & Convenience Matthews Thomasville Fort Mill DaVita Dialysis Beeville Advance Auto Parts Albany Advance Auto Parts Hazlehurst Advance Auto Parts Hinesville NC NC SC TX GA GA GA Advance Auto Parts Thomasville GA Advance Auto Parts Dothan Advance Auto Parts Enterprise Advance Auto Parts Perry Advance Auto Parts Cairo Synovus Bank Tampa Advance Auto Parts Springfield Dollar General Center Point Dollar General Roodhouse Dollar General Savanna AL AL GA GA FL OH IA IL IL Dollar General Caulfield MO Dollar General Adkins Dollar Tree/Family Dollar Somerville Dollar Tree/Family Dollar Pulaski Mattress Firm Bountiful TX TX IL UT Dollar General McMechen WV Dollar General Virginia Dollar General Cowen Orora US Bank Alhambra Chicago Heights Walgreens Acworth MN WV CA IL GA Ameriprise Ashwaubenon WI 10,998 Dollar Tree/Family Dollar Hattiesburg MS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 66 104 72 (30) (8) 50 67 29 — — — — — — — — — — — — — — — — — — 2,799 2,611 3,278 1,978 905 668 854 598 644 750 763 495 3,283 1,536 908 1,036 1,366 928 1,046 874 619 (616) 12/31/2012 1987 (486) 12/31/2012 2000 (665) 12/31/2012 1988 (608) 12/31/2012 1979 (215) 12/31/2012 1995 (155) 12/31/2012 1998 (147) 12/31/2012 1994 (122) 12/31/2012 1997 (109) 12/31/2012 1997 (142) 12/31/2012 1995 (166) 12/31/2012 1994 (107) 12/31/2012 1993 (745) 12/31/2012 1959 (364) 12/31/2012 2005 (261) 12/31/2012 2012 (281) 12/31/2012 2012 (370) 12/31/2012 2012 (267) 12/31/2012 2012 (301) 12/31/2012 2012 (251) 12/31/2012 2012 (199) 12/31/2012 2012 2,103 (462) 12/31/2012 2012 910 978 979 (275) 1/9/2013 2012 (279) 1/14/2013 2012 (263) 1/16/2013 2012 15,873 (3,295) 1/24/2013 1966 1,819 4,523 (527) 1/24/2013 1996 (1,055) 1/25/2013 2012 15,011 (4,285) 1/25/2013 2000 899 (226) 1/30/2013 2012 980 1,175 1,311 99 210 113 352 251 326 280 209 140 985 461 136 207 273 139 157 131 31 736 91 147 196 7,143 182 1,583 751 225 1,819 1,436 1,967 1,879 629 451 430 377 326 420 487 326 2,298 1,075 772 829 1,093 789 889 743 588 1,367 819 831 783 8,730 1,637 2,940 14,260 674 F-78 Property City State Walgreens Chicago Dollar Tree/Family Dollar Chimayo IL NM Fresenius Medical Care Bossier City LA Walgreens Chicago Dollar General Ottumwa Dollar General Olivia Dollar General Victoria Dollar General Donna Rubbermaid Brimfield Mattress Firm Rogers IL IA MN TX TX OH AR CVS Shippensburg PA Mattress Firm Evansville IN Dollar General Eldon MO Dollar General New Braunfels TX Dollar General San Antonio Dollar General Skidmore Dollar General De Soto Stripes Stripes Stripes Stripes Andrews La Feria Pharr Rio Hondo Dollar General Osceola Academy Sports + Outdoors Dalton TX TX MO TX TX TX TX MO GA BJ's Wholesale Club North Canton OH Dollar Tree/Family Dollar Kemmerer WY Idaho Guns & Outdoors Boise US Bank Westchester Dollar Tree/Family Dollar Toledo FedEx Wendover Dollar General Camden Dollar General Manchester Dollar General Manistique ID IL OH NV MI MI MI Dollar General Mount Morris MI Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — 4,965 6,787 — — — — — — — — — 1,212 2,829 158 120 632 682 1,617 3,003 143 98 91 145 812 884 817 820 1,552 29,495 321 351 117 52 95 163 90 101 406 219 281 293 93 998 456 45 335 366 306 262 138 213 155 110 1,284 1,988 2,227 986 855 926 811 912 2,302 1,970 2,531 2,640 835 5,656 8,668 853 1,339 853 917 1,483 781 853 876 988 F-79 198 (15) — — — — — — — — — — — — — — — — — — — — — 422 — 39 — — — — — — — 4,239 (1,015) 1/30/2013 1999 775 802 (210) 1/30/2013 2009 (199) 1/30/2013 2008 4,620 (1,077) 1/30/2013 2007 955 982 908 965 (273) 1/31/2013 2012 (297) 1/31/2013 2012 (275) 1/31/2013 2013 (276) 1/31/2013 2012 31,047 (11,134) 1/31/2013 2012 1,605 2,339 2,344 1,038 950 1,089 901 1,013 2,708 2,189 2,812 2,933 928 6,654 9,546 898 1,713 1,219 1,223 1,745 919 1,066 1,031 1,098 (428) 2/6/2013 2012 (708) 2/8/2013 2002 (743) 2/11/2013 1995 (329) 2/14/2013 2013 (285) 2/14/2013 2013 (309) 2/14/2013 2013 (271) 2/14/2013 2013 (304) 2/14/2013 2013 (768) 2/15/2013 2008 (657) 2/15/2013 2008 (845) 2/15/2013 1995 (881) 2/15/2013 2008 (279) 2/19/2013 2012 (2,244) 2/20/2013 2012 (3,481) 2/20/2013 1998 (285) 2/22/2013 2013 (447) 2/22/2013 2013 (273) 2/22/2013 1986 (306) 2/25/2013 2012 (555) 2/25/2013 2012 (260) 2/27/2013 2013 (285) 2/27/2013 2013 (292) 2/27/2013 2012 (330) 2/27/2013 2012 Property City State Dollar General Rapid City Dollar General Romulus Advance Auto Parts Birmingham Advance Auto Parts Birmingham Advance Auto Parts Fort Wayne Advance Auto Parts Fort Wayne MI MI AL AL IN IN Advance Auto Parts Chambersburg PA Bojangles Greenwood SC CVS CVS CVS CVS Harper Woods MI Detroit MI Stockbridge GA Greenville Fresenius Medical Care Dallas Dollar General Aurora Dollar General Belton Tractor Supply Los Banos SC TX MO TX CA Walgreens Aibonito Pueblo PR Dollar General Holly Hill Dollar General San Antonio Advance Auto Parts Kenosha TD Bank Falmouth Mattress Firm Knoxville FedEx Waterloo SunTrust Bank Dunedin SunTrust Bank Dunnellon SunTrust Bank North Port SunTrust Bank Plant City SunTrust Bank Port Orange SunTrust Bank Port Orange SunTrust Bank West Palm Beach SunTrust Bank Dunwoody SunTrust Bank Jesup SunTrust Bank St. Simons Island SC TX WI ME TN IA FL FL FL FL FL FL FL GA GA GA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — 3,468 5,695 1,983 — — 179 199 330 455 193 200 553 440 499 270 855 169 377 98 89 1,213 1,855 259 239 569 716 794 494 373 450 371 830 1,320 2,829 2,427 1,283 1,520 1,132 881 804 3,638 5,566 2,333 956 465 — — — 58 — — — — (2,038) (2,234) — — 80 — — — — — — — 895 993 824 886 643 571 1,383 1,760 1,290 463 2,138 1,689 1,589 979 893 4,851 7,421 2,592 1,195 1,034 (239) 2/27/2013 2012 (265) 2/27/2013 2011 (165) 2/28/2013 1999 (127) 2/28/2013 1997 (150) 2/28/2013 1998 (124) 2/28/2013 1998 (277) 2/28/2013 1997 (540) 2/28/2013 2011 (10) 2/28/2013 1999 — 2/28/2013 1999 (457) 2/28/2013 1998 (541) 2/28/2013 1997 (319) 2/28/2013 1958 (294) 2/28/2013 2013 (268) 2/28/2013 2013 (1,097) 2/28/2013 2009 (1,969) 3/5/2013 2012 (773) 3/6/2013 2013 (317) 3/11/2013 2013 (154) 3/13/2013 2004 19,607 4,057 23,689 307 28,053 (7,005) 3/18/2013 2002 — — — — — — — — — — — — 586 152 479 82 460 751 590 563 1,026 1,784 184 1,363 1,088 2,882 1,917 463 1,381 1,753 1,095 1,314 1,026 1,460 1,657 734 F-80 — — — — — — — — — — — — 1,674 3,034 2,396 545 1,841 2,504 1,685 1,877 2,052 3,244 1,841 2,097 (360) 3/19/2013 2012 (1,070) 3/22/2013 2006 (608) 3/22/2013 1995 (147) 3/22/2013 1980 (438) 3/22/2013 1982 (556) 3/22/2013 2000 (347) 3/22/2013 1989 (417) 3/22/2013 1982 (325) 3/22/2013 1981 (463) 3/22/2013 1972 (526) 3/22/2013 1964 (233) 3/22/2013 1975 Property City State Encumbrances at December 31, 2019 Initial Costs (1) Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction SunTrust Bank Ellicott City MD SunTrust Bank Waldorf MD SunTrust Bank Belmont SunTrust Bank Matthews SunTrust Bank Mocksville SunTrust Bank Raleigh SunTrust Bank Chattanooga SunTrust Bank Madison SunTrust Bank Cheriton SunTrust Bank Lynchburg SunTrust Bank Richmond Dollar General DeSoto Dollar General Mission Dollar Tree/Family Dollar Lovelady DaVita Dialysis Osceola Kohl's Howell Kum & Go Waukee Dollar General Presidio DaVita Dialysis Cincinnati DaVita Dialysis Georgetown NC NC NC NC TN TN VA VA VA IL TX TX AR MI IA TX OH OH Mattress Firm Spokane WA Qdoba Mexican Grill Flint Qdoba Mexican Grill Grand Blanc Vacant Wilmington Walgreens Las Piedras MI MI NC PR Mattress Firm Spokane WA Hy-Vee Vermillion SD Dollar Tree/Family Dollar CVS Kimberly St. Cloud SunTrust Bank Coral Springs SunTrust Bank Destin Osceola Regional Medical Ctr. Kissimmee SunTrust Bank Lakeland ID FL FL FL FL FL Land 1,728 523 616 382 978 658 223 286 90 251 277 138 158 82 137 547 1,280 72 219 125 511 110 165 412 — — — — — — — — — — — — — — — 7,705 — — — — — — — — 5,293 1,726 — 2,922 — 409 409 219 2,626 1,534 — — — — 654 572 1,167 598 F-81 931 2,962 924 382 2,933 658 1,263 1,143 510 466 416 784 894 740 1,232 10,399 1,280 1,370 878 706 1,582 990 935 1,257 5,179 1,685 3,684 657 1,875 1,525 1,717 778 1,110 — — — — — — — — — — — — — — — — — — 55 (1) — — — (831) — — — — 79 — — (1,084) — 2,659 3,485 1,540 764 3,911 1,316 1,486 1,429 600 717 693 922 1,052 822 1,369 (295) 3/22/2013 1975 (940) 3/22/2013 1964 (293) 3/22/2013 1970 (121) 3/22/2013 1971 (931) 3/22/2013 2000 (209) 3/22/2013 1977 (401) 3/22/2013 1953 (363) 3/22/2013 1953 (162) 3/22/2013 1975 (148) 3/22/2013 1973 (132) 3/22/2013 1959 (260) 3/26/2013 2013 (296) 3/27/2013 2013 (245) 3/27/2013 2012 (354) 3/28/2013 2009 10,946 (4,105) 3/28/2013 2003 2,560 1,442 1,152 830 2,093 1,100 1,100 838 6,905 2,094 4,093 876 3,488 2,179 2,289 861 1,708 (424) 3/28/2013 2012 (454) 3/28/2013 2013 (258) 3/28/2013 2008 (202) 3/28/2013 2009 (538) 3/28/2013 2013 (403) 3/29/2013 2006 (380) 3/29/2013 2006 — 3/29/2013 2013 (1,819) 4/3/2013 2012 (567) 4/4/2013 2013 (1,447) 4/8/2013 1986 (216) 4/10/2013 2013 (662) 4/12/2013 2002 (481) 4/12/2013 1996 (541) 4/12/2013 1998 (13) 4/12/2013 1981 (350) 4/12/2013 1988 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Vacant Melbourne SunTrust Bank Palm Harbor SunTrust Bank S. Daytona Beach SunTrust Bank Atlanta SunTrust Bank Atlanta SunTrust Bank Carrboro SunTrust Bank Concord SunTrust Bank Durham SunTrust Bank Greensboro SunTrust Bank Lexington SunTrust Bank Nashville SunTrust Bank Nashville Vacant Norfolk SunTrust Bank Petersburg SunTrust Bank Richmond FL FL FL GA GA NC NC NC NC NC TN TN VA VA VA Advance Auto Parts Barbourville KY Advance Auto Parts West Liberty KY Advance Auto Parts Manistee Tractor Supply Oneonta FedEx Des Moines MI AL IA The Vitamin Shoppe Evergreen Park IL Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Krystal Huntsville Huntsville Montgomery Montgomery Valley AL AL AL AL AL Vestavia Hills AL Corinth MS Chattanooga TN Lawrenceburg TN Memphis Memphis TN TN Murfreesboro TN — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 464 535 592 1,018 1,435 512 707 747 403 447 1,392 1,249 1,099 1,527 478 512 707 1,388 748 831 1,598 1,308 613 656 102 224 194 249 348 359 733 476 348 352 303 502 297 342 279 440 304 257 181 465 613 437 306 2,012 1,098 996 1,043 1,438 1,361 1,427 811 654 562 613 694 513 652 659 709 1,029 723 698 F-82 (1,131) — — — — — — — — — — — 3 — — — — — 57 183 — — 125 (570) — 125 — 125 — — — — — 725 1,784 1,691 2,545 1,913 1,024 1,414 2,135 1,151 1,278 2,906 1,226 1,096 408 2,236 1,292 1,245 1,391 1,854 2,277 1,903 1,159 1,131 295 1,115 1,116 855 1,056 1,099 1,013 1,286 904 1,163 (14) 4/12/2013 1987 (393) 4/12/2013 1994 (346) 4/12/2013 1985 (481) 4/12/2013 1965 (151) 4/12/2013 1970 (161) 4/12/2013 1980 (223) 4/12/2013 1988 (437) 4/12/2013 1973 (236) 4/12/2013 1962 (262) 4/12/2013 2001 (412) 4/12/2013 1992 (193) 4/12/2013 1970 (138) 4/12/2013 1990 (96) 4/12/2013 1975 (634) 4/12/2013 1909 (361) 4/15/2013 2006 (328) 4/15/2013 2006 (343) 4/15/2013 2007 (427) 4/18/2013 1983 (523) 4/18/2013 1986 (469) 4/19/2013 2012 (328) 4/23/2013 1960 (284) 4/23/2013 1971 — 4/23/2013 1962 (248) 4/23/2013 1962 (298) 4/23/2013 1979 (207) 4/23/2013 1995 (282) 4/23/2013 2007 (266) 4/23/2013 1983 (286) 4/23/2013 1980 (416) 4/23/2013 1975 (292) 4/23/2013 1972 (282) 4/23/2013 2008 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — 289 877 1,156 63,240 4,360 82,834 — — — — — — — — — — — — 2,373 — — 1,194 — 648 208 991 181 125 174 215 195 700 698 139 203 323 275 106 — 72 973 833 991 724 499 696 1,219 782 2,801 1,047 1,253 1,152 2,903 1,099 956 1,251 645 — — 1 — — — — — — — — — — — — — — 123 — — 877 1,445 (308) 4/24/2013 2003 (380) 4/24/2013 2013 87,195 (23,740) 4/24/2013 2000 1,621 1,041 1,982 905 624 870 1,434 977 3,501 1,745 1,392 1,355 3,226 1,374 1,185 1,251 717 (320) 4/25/2013 2012 (274) 4/26/2013 2013 (312) 4/26/2013 1880 (238) 4/26/2013 2013 (164) 4/26/2013 2007 (229) 4/26/2013 1985 (401) 4/30/2013 1995 (257) 4/30/2013 2006 (984) 4/30/2013 2001 (344) 4/30/2013 2008 (357) 4/30/2013 2008 (328) 4/30/2013 2012 (826) 4/30/2013 2012 (313) 4/30/2013 2011 (314) 5/2/2013 1964 (409) 5/2/2013 1995 (211) 5/9/2013 2007 Property City State CVS Towanda Advance Auto Parts Opelika Bi-Lo, LLC Jacksonville PA AL FL Vacant Bowling Green KY Dollar General Lonedell SunTrust Bank Frederick MO MD Hoosick Falls NY Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Rushville Houston NE TX MO KS NV IL NC NC NC NC MI LA FL AL TX VA Dollar General St. Louis Advance Auto Parts Salina Walgreens Las Vegas AutoZone Chicago Fresenius Medical Care Albemarle Fresenius Medical Care Angiers Fresenius Medical Care Asheboro Fresenius Medical Care Taylorsville Dollar Tree/Family Dollar Detroit Mattress Firm Lafayette Dollar Tree/Family Dollar Omnipoint Communications Torrington WY Monro Muffler Lewiston ME Mattress Firm Tallahassee Mattress Firm Dothan Dollar General Lubbock CVS Talbots Hardy Indianapolis IN 49,838 5,770 64,073 4,614 74,457 (20,195) 5/9/2013 2000 — — — — — 279 924 406 148 686 1,115 1,386 1,217 841 2,059 Lakeville MA 22,509 6,302 25,209 Advance Auto Parts Rayne Citizens Bank Glenside LA PA Dollar General Shelbina MO SunTrust Bank Rocky Mount VA Dollar General Henry IL Dollar General San Antonio TX — 1,257 — — — — 122 343 101 265 104 271 490 1,370 911 1,504 934 812 F-83 — 56 — — — — 84 — — — — — 1,394 2,366 1,623 989 2,745 (389) 5/10/2013 1976 (454) 5/14/2013 2013 (398) 5/14/2013 2013 (275) 5/16/2013 2013 (718) 5/16/2013 2005 31,511 (9,204) 5/17/2013 1987 696 1,713 1,012 1,769 1,038 1,083 (166) 5/21/2013 2000 (429) 5/22/2013 1958 (298) 5/22/2013 2013 (470) 5/22/2013 1961 (305) 5/23/2013 2013 (265) 5/23/2013 2013 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Talbots Hingham MA 23,362 3,009 27,080 DaVita Dialysis Hiawatha DaVita Dialysis Hartsville Arby's Louisville Dollar General Berea Dollar General Coldiron KS SC KY KY KY Dollar General East Bernstadt KY Dollar General Eubank Dollar General Whitesburg Walgreens Akron FedEx CVS Port Huron Hoover KY KY OH MI AL Bridgestone Tire Kansas CIty MO Advance Auto Parts Selinsgrove PA Lowe's Windham Dollar General Guyton ME GA Dollar Tree/Family Dollar Middleburg FL DNU Ormond Beach FL Advance Auto Parts Clinton IN Key Bank Spencerport NY DaVita Dialysis Palatka Mattress Firm Destin Dollar General Fairbury Krystal Huntsville Dollar General Moody Advance Auto Parts Eaton Advance Auto Parts Van Wert Dollar Tree/Family Dollar Custer Applebee's Rockford Arby's Arby's Arab Orange Park FL FL IL AL TX OH OH SD IL AL FL — — — — — — — — — — — — — 69 126 336 138 187 141 137 211 664 125 1,239 651 99 7,930 12,640 213 274 573 182 59 207 693 96 305 41 157 33 32 — 40 — — — — — — — — — — — — — — — — 1,302 1,136 625 781 747 799 775 845 1,548 1,121 2,890 1,954 891 — 852 822 860 729 1,112 1,173 1,287 867 712 781 471 630 617 — 887 420 1,256 F-84 — — — — — — — — — 72 — 84 — 67 — — — — — — — — — 125 — — — — 2,110 — — 30,089 (7,864) 5/24/2013 1980 1,371 1,262 961 919 934 940 912 1,056 2,284 1,246 4,213 2,605 1,057 (367) 5/30/2013 2012 (321) 5/30/2013 2013 (251) 5/30/2013 1979 (255) 5/30/2013 2012 (244) 5/30/2013 2013 (261) 5/30/2013 2012 (253) 5/30/2013 2013 (276) 5/30/2013 2012 (544) 5/31/2013 1994 (409) 5/31/2013 2003 (1,011) 5/31/2013 2003 (681) 5/31/2013 2008 (290) 6/3/2013 2003 12,640 — 6/3/2013 2006 1,065 1,096 1,433 911 1,171 1,380 1,980 963 1,142 822 628 663 649 2,110 927 1,676 (276) 6/3/2013 2011 (266) 6/4/2013 2008 (279) 6/4/2013 2008 (236) 6/5/2013 2004 (345) 6/5/2013 1960 (328) 6/5/2013 2013 (417) 6/5/2013 2013 (281) 6/7/2013 2013 (303) 6/10/2013 1985 (253) 6/11/2013 2013 (153) 6/13/2013 1987 (204) 6/13/2013 1995 (200) 6/14/2013 2006 (52) 6/27/2013 1995 (292) 6/27/2013 1995 (413) 6/27/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Arby's Arby's Arby's Arby's Arby's Arby's Canton Suwanee Avon Jonesville Kernersville Columbus GA GA IN NC NC OH Burger King Chattanooga TN Chevy's Vacant Denny's Denny's Denny's IHOP IHOP IHOP IHOP IHOP IHOP IHOP IHOP IHOP IHOP IHOP IHOP IHOP Greenbelt MD Lake Oswego OR Topeka Mooresville Greenville Homewood Greeley Loveland Pueblo Roseville KS NC SC AL CO CO CO MI Kansas CIty MO Anderson Greenville Clarksville SC SC TN Murfreesboro TN Houston Killeen TX TX Lake Jackson TX Jack in the Box Avondale Jack in the Box Chandler Jack in the Box Folsom Jack in the Box West Sacramento Jack in the Box Florissant Jack in the Box St. Louis Starbucks Las Vegas Jack in the Box Salem AZ AZ CA CA MO MO NV OR — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 370 370 500 350 280 400 740 530 590 630 250 570 610 120 181 330 340 630 — 610 530 600 760 380 370 110 450 280 590 502 420 680 580 1,200 1,561 812 908 774 1,155 1,591 2,399 1,693 446 841 554 1,762 1,538 1,534 1,589 1,071 1,002 — 1,551 1,346 1,687 2,462 1,028 2,018 2,237 1,447 2,423 1,710 1,515 1,494 1,533 1,301 F-85 — — — — — — — — — — — — — — — — 125 — 1 — — — — — — — — — — — — 150 — 1,570 1,931 1,312 1,258 1,054 1,555 2,331 2,929 2,283 1,076 1,091 1,124 2,372 1,658 1,715 1,919 1,536 1,632 1 2,161 1,876 2,287 3,222 1,408 2,388 2,347 1,897 2,703 2,300 2,017 1,914 2,363 1,881 (395) 6/27/2013 1995 (513) 6/27/2013 1995 (267) 6/27/2013 1995 (299) 6/27/2013 1995 (255) 6/27/2013 1995 (380) 6/27/2013 1995 (523) 6/27/2013 1995 (797) 6/27/2013 1995 (563) 6/27/2013 1995 (148) 6/27/2013 1995 (279) 6/27/2013 1995 (184) 6/27/2013 1995 (585) 6/27/2013 1995 (511) 6/27/2013 1995 (173) 6/27/2013 1995 (528) 6/27/2013 1995 (370) 6/27/2013 1995 (333) 6/27/2013 1995 — 6/27/2013 1995 (516) 6/27/2013 1995 (447) 6/27/2013 1995 (561) 6/27/2013 1995 (818) 6/27/2013 1995 (342) 6/27/2013 1995 (671) 6/27/2013 1995 (735) 6/27/2013 1995 (476) 6/27/2013 1995 (797) 6/27/2013 1995 (562) 6/27/2013 1995 (498) 6/27/2013 1995 (491) 6/27/2013 1995 (525) 6/27/2013 1995 (428) 6/27/2013 1995 Property City State Jack in the Box Tigard Jack in the Box Georgetown Jack in the Box Granbury OR TX TX Vacant Gun Barrel City TX Jack in the Box Hutchins Jack in the Box Lufkin Jack in the Box Lufkin Jack in the Box Orange Jack in the Box San Antonio Jack in the Box San Antonio Jack in the Box Tyler Jack in the Box Weatherford TX TX TX TX TX TX TX TX Jack in the Box Enumclaw WA Ker's WingHouse Bar and Grill Brandon Ker's WingHouse Bar and Grill Clearwater FL FL Leeann Chin Chanhassen MN Leeann Chin Golden Valley MN Popeyes Popeyes Popeyes Black Bear DIner Starke FL Thomasville GA Valdosta Colorado Springs Vacant Dillon Ruby Tuesday Bartow Ruby Tuesday Somerset Smokey Bones Morrow Sonny's Real Pit BBQ Athens Taco Bell Livingston Taco Bell Dallas TCF Bank Crystal MN Texas Roadhouse Ammon Texas Roadhouse Gastonia Texas Roadhouse Hickory ID NC NC Tilted Kilt Hendersonville TN GA CO CO FL KY GA GA TN TX Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 620 600 380 300 330 440 450 270 400 470 450 480 380 340 550 450 270 380 110 240 480 400 270 480 390 460 300 400 640 490 570 580 310 1,361 1,508 1,449 961 1,363 1,544 1,563 1,661 1,244 1,256 1,025 1,329 1,238 654 627 763 776 — 705 599 809 1,628 1,916 1,120 2,184 1,280 775 1,225 642 1,206 1,544 1,831 763 F-86 — — — (866) — — — — — — — — — — — — — 614 — — — — — — — — 63 — — — — — — 1,981 2,108 1,829 395 1,693 1,984 2,013 1,931 1,644 1,726 1,475 1,809 1,618 994 1,177 1,213 1,046 994 815 839 1,289 2,028 2,186 1,600 2,574 1,740 1,138 1,625 1,282 1,696 2,114 2,411 1,073 (447) 6/27/2013 1995 (496) 6/27/2013 1995 (476) 6/27/2013 1995 (39) 6/27/2013 1995 (448) 6/27/2013 1995 (507) 6/27/2013 1995 (514) 6/27/2013 1995 (546) 6/27/2013 1995 (409) 6/27/2013 1995 (413) 6/27/2013 1995 (337) 6/27/2013 1995 (437) 6/27/2013 1995 (407) 6/27/2013 1995 (217) 6/27/2013 1995 (208) 6/27/2013 1995 (251) 6/27/2013 1995 (255) 6/27/2013 1995 (72) 6/27/2013 1995 (232) 6/27/2013 1995 (197) 6/27/2013 1995 (269) 6/27/2013 1995 (541) 6/27/2013 1995 (637) 6/27/2013 1995 (372) 6/27/2013 1995 (726) 6/27/2013 1995 (425) 6/27/2013 1995 (57) 6/27/2013 1995 (403) 6/27/2013 1995 (198) 6/27/2013 1995 (401) 6/27/2013 1995 (513) 6/27/2013 1995 (609) 6/27/2013 1995 (253) 6/27/2013 1995 Property City State Wendy's Camarillo Wendy's Knoxville Wendy's Knoxville CA TN TN Douglasville GA Indianapolis IN Grand Rapids MI Walker Bandana's Bar-B-Q Restaurant Collinsville Bandana's Bar-B-Q Restaurant Arnold Black Angus Dublin Boston Market Indianapolis IN Golden Corral Henderson Golden Corral Flowood Golden Corral Bellevue Golden Corral Tulsa Golden Corral Rock Hill Arby's Arby's Arby's Arby's IHOP IHOP IHOP IHOP Castle Rock Southaven Leon Valley TX Auburn MI IL MO CA KY MS NE OK SC CO MS WA TX Jack in the Box Corinth Jack in the Box Nacogdoches TX Jack in the Box Spring Krystal Krystal Krystal Krystal Greenville Montgomery Scottsboro Chattanooga Longhorn Steakhouse Tampa Pizza Hut/WingStreet Cooper City Pizza Hut/WingStreet Marathon Pollo Tropical Davie TX AL AL AL TN FL FL FL FL Pollo Tropical Fort Lauderdale FL Pollo Tropical Lake Worth FL Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 320 330 330 370 530 230 360 340 460 620 410 600 680 520 280 320 320 350 650 780 400 340 570 195 560 20 186 370 320 530 280 190 280 2,253 1,161 1,132 1,692 1,236 1,289 1,002 627 433 2,467 1,070 1,586 2,730 1,433 3,890 2,130 2,334 2,108 2,055 1,878 1,416 1,320 1,340 1,147 829 1,157 328 1,852 466 187 1,490 1,242 1,182 F-87 — — — — — — — — — — — — — — — — — — — — — — — 181 175 (798) — — — — — — — 2,573 1,491 1,462 2,062 1,766 1,519 1,362 967 893 3,087 1,480 2,186 3,410 1,953 4,170 2,450 2,654 2,458 2,705 2,658 1,816 1,660 1,910 1,523 1,564 379 514 (741) 6/27/2013 1995 (382) 6/27/2013 1995 (372) 6/27/2013 1995 (556) 6/27/2013 1995 (406) 6/27/2013 1995 (94) 6/27/2013 1995 (329) 6/27/2013 1995 (209) 6/27/2013 1995 (144) 6/27/2013 1995 (820) 6/27/2013 1995 (352) 6/27/2013 1995 (527) 6/27/2013 1995 (907) 6/27/2013 1995 (476) 6/27/2013 1995 (1,293) 6/27/2013 1995 (708) 6/27/2013 1995 (776) 6/27/2013 1995 (701) 6/27/2013 1995 (885) 6/27/2013 1995 (624) 6/27/2013 1995 (465) 6/27/2013 1995 (434) 6/27/2013 1995 (441) 6/27/2013 1995 (452) 6/27/2013 1995 (344) 6/27/2013 1995 (154) 6/27/2013 1995 (88) 6/27/2013 1995 2,222 (616) 6/27/2013 1995 786 717 1,770 1,432 1,462 (155) 6/27/2013 1995 (62) 6/27/2013 1995 (490) 6/27/2013 1995 (408) 6/27/2013 1995 (389) 6/27/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Sonny's Real Pit BBQ Marietta Taco Bell St. Louis Taco Bell Wentzville Texas Roadhouse Shively Texas Roadhouse Concord GA MO MO KY NC Texas Roadhouse College Station TX Arby's Arby's Arby's Hampton Cove AL Fayetteville Willard NC OH Burger King Grand Rapids MI Burger King Grand Rapids MI Burger King Sparta Captain D's Southaven Captain D's Memphis Checkers Hollywood Checkers Lauderhill Checkers Plantation Denny's Watertown Kentucky Fried Chicken Appleton Logan's Roadhouse Huntsville Logan's Roadhouse Fayetteville Logan's Roadhouse Hattiesburg Logan's Roadhouse Clarksville Logan's Roadhouse Cleveland Logan's Roadhouse El Paso Rally's Rally's Rally's Rally's Rally's Rally's Indianapolis Kokomo Muncie New Orleans LA New Orleans LA Hamtramck Taco Bell Daphne Taco Bell Foley MI MS TN FL FL FL NY WI AL AR MS TN TN TX IN IN IN MI AL AL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 290 190 410 540 650 670 310 420 230 490 260 640 270 230 160 280 220 330 350 520 1,570 890 1,010 890 320 210 290 310 450 220 230 180 360 1,772 1,951 1,168 2,055 2,130 2,299 986 2,001 599 545 780 570 564 338 2,220 1,951 1,461 1,107 874 4,797 2,182 4,012 4,424 3,902 4,731 1,514 548 1,196 1,691 1,018 1,020 1,278 1,460 F-88 400 — — — — — — — — — — — — — — — — — — (1,363) (953) (804) (1,264) (1,225) (1,558) — — — — — — (1,038) — 2,462 2,141 1,578 2,595 2,780 2,969 1,296 2,421 829 1,035 1,040 1,210 834 568 2,380 2,231 1,681 1,437 1,224 3,954 2,799 4,098 4,170 3,567 3,493 1,724 838 1,506 2,141 1,238 1,250 420 1,820 (629) 6/27/2013 1995 (589) 6/27/2013 1995 (384) 6/27/2013 1995 (683) 6/27/2013 1995 (708) 6/27/2013 1995 (764) 6/27/2013 1995 (324) 6/27/2013 1995 (658) 6/27/2013 1995 (197) 6/27/2013 1995 (179) 6/27/2013 1995 (256) 6/27/2013 1995 (187) 6/27/2013 1995 (185) 6/27/2013 1995 (111) 6/27/2013 1995 (738) 6/27/2013 1995 (648) 6/27/2013 1995 (485) 6/27/2013 1995 (368) 6/27/2013 1995 (287) 6/27/2013 1995 (875) 6/27/2013 1995 (384) 6/27/2013 1995 (814) 6/27/2013 1995 (823) 6/27/2013 1995 (704) 6/27/2013 1995 (806) 6/27/2013 1995 (498) 6/27/2013 1995 (180) 6/27/2013 1995 (393) 6/27/2013 1995 (556) 6/27/2013 1995 (335) 6/27/2013 1995 (335) 6/27/2013 1995 — 6/27/2013 1995 (480) 6/27/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Taco Bell Mobile Taco Bell SaraLand Taco Bell Jacksonville Taco Bell Jacksonville Taco Bell Pensacola Taco Bell Augusta Taco Bell Hephzibah Taco Bell Jesup Taco Bell Waycross Taco Bell Brunswick AL AL FL FL FL GA GA GA GA OH Taco Bell North Olmstead OH Long John Silver's / Taco Bell Ashtabula Wendy's Swanton Wendy's Sylvania Wendy's Millington Wendy's Bluefield OH OH OH TN VA Wendy's Beaver WV Ale House Orlando Applebee's Greenville Arby's Arby's Arby's Arby's Arby's Arvada Indianapolis Flint Saginaw South Haven Boston Market Indianapolis Boston Market Fayetteville Boston Market Raleigh Salty's Jasper Bruegger's Bagels Iowa City Burger King Atlanta Burger King Durham Burger King Edison Burger King Albany FL SC CO IN MI MI MI IN NC NC AL IA GA NC NJ NY — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 160 150 440 340 140 220 330 230 170 400 390 440 430 300 380 450 290 290 600 190 370 110 310 260 930 460 280 140 40 380 170 480 330 1,973 1,063 1,167 1,383 1,897 1,292 930 715 1,115 1,267 904 1,640 1,233 799 1,208 1,927 1,156 3,647 2,166 1,465 1,130 1,422 1,110 573 — 1,520 1,015 219 379 499 352 1,075 850 F-89 — — (1,020) — (1,424) — (977) — — — — — — — — — — (1,300) (1,528) — — — — — (373) — — — (8) — — — — 2,133 1,213 587 1,723 613 1,512 283 945 1,285 1,667 1,294 2,080 1,663 1,099 1,588 2,377 1,446 2,637 1,238 1,655 1,500 1,532 1,420 833 557 1,980 1,295 359 411 879 522 1,555 1,180 (648) 6/27/2013 1995 (350) 6/27/2013 1995 — 6/27/2013 1995 (455) 6/27/2013 1995 — 6/27/2013 1995 (425) 6/27/2013 1995 — 6/27/2013 1995 (235) 6/27/2013 1995 (366) 6/27/2013 1995 (416) 6/27/2013 1995 (297) 6/27/2013 1995 (539) 6/27/2013 1995 (405) 6/27/2013 1995 (263) 6/27/2013 1995 (397) 6/27/2013 1995 (633) 6/27/2013 1995 (380) 6/27/2013 1995 (468) 6/27/2013 1995 (108) 6/27/2013 1995 (482) 6/27/2013 1995 (371) 6/27/2013 1995 (467) 6/27/2013 1995 (365) 6/27/2013 1995 (188) 6/27/2013 1995 (4) 6/27/2013 1995 (500) 6/27/2013 1995 (334) 6/27/2013 1995 (73) 6/27/2013 1995 (124) 6/27/2013 1995 (164) 6/27/2013 1995 (116) 6/27/2013 1995 (353) 6/27/2013 1995 (280) 6/27/2013 1995 PA GA AL GA IL KS OH OR TX MI IN IN GA GA Property City State Burger King Central Square NY Burger King Old Forge Captain D's Statesboro Checkers Huntsville Checkers Fayetteville Chipper's Grill Streator Denny's Denny's Denny's Denny's Denny's Denny's Denny's Denny's Merriam Branson MO N. Kansas City MO Sedalia MO Black Mountain NC Fremont Ontario Pasadena Einstein Bros. Bagels Dearborn Golden Corral Evansville Golden Corral Kokomo Hibachi Buffet Krab Hut Albany Golden Corral Brunswick Golden Corral Council Bluffs IA Golden Corral Aberdeen Golden Corral Lincoln NC NE Golden Corral Farmington NM Golden Corral Columbus Golden Corral Cookeville Golden Corral Bristol Vacant Hueytown Hardee's Old Fort Hardee's Chapin OH TN VA AL NC SC Hardee's Bloomingdale TN Hardee's Clinton Hardee's Crossville Hardee's / Red Burrito Attalla TN TN AL Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 500 390 350 689 681 190 390 620 630 500 210 320 240 500 190 670 780 460 390 1,140 690 300 270 770 800 750 60 300 380 270 390 300 220 1,189 905 401 — — 255 1,150 2,209 937 783 505 975 1,067 1,316 724 2,707 2,107 1,863 2,093 1,460 1,566 2,930 3,174 2,476 1,937 2,276 639 904 741 844 893 689 896 F-90 — 126 — — — — — — — — — — — — — — — — — — — — (2,023) — — — (311) — — — — — — 1,689 1,421 751 689 681 445 1,540 2,829 1,567 1,283 715 1,295 1,307 1,816 914 3,377 2,887 2,323 2,483 2,600 2,256 3,230 1,421 3,246 2,737 3,026 388 1,204 1,121 1,114 1,283 989 1,116 (391) 6/27/2013 1995 (138) 6/27/2013 1995 (132) 6/27/2013 1995 — 6/27/2013 1995 — 6/27/2013 1995 (85) 6/27/2013 1995 (382) 6/27/2013 1995 (734) 6/27/2013 1995 (311) 6/27/2013 1995 (260) 6/27/2013 1995 (168) 6/27/2013 1995 (324) 6/27/2013 1995 (355) 6/27/2013 1995 (438) 6/27/2013 1995 (238) 6/27/2013 1995 (900) 6/27/2013 1995 (700) 6/27/2013 1995 (619) 6/27/2013 1995 (695) 6/27/2013 1995 (485) 6/27/2013 1995 (520) 6/27/2013 1995 (974) 6/27/2013 1995 (227) 6/27/2013 1995 (823) 6/27/2013 1995 (644) 6/27/2013 1995 (757) 6/27/2013 1995 (22) 6/27/2013 1995 (297) 6/27/2013 1995 (244) 6/27/2013 1995 (277) 6/27/2013 1995 (294) 6/27/2013 1995 (226) 6/27/2013 1995 (295) 6/27/2013 1995 Property City State IHOP IHOP Natchitoches Fort Worth Jack in the Box Burley Jack in the Box Arlington Jack in the Box Arlington LA TX ID TX TX Jack in the Box Farmers Branch TX Jack in the Box Fort Worth TX Jack in the Box Grand Prairie TX Jack in the Box Grapevine Jack in the Box Houston Jack in the Box Houston Jack in the Box Houston Jack in the Box Houston Jack in the Box Houston Jack in the Box Mesquite Jack in the Box Port Arthur Jack in the Box San Antonio Jack in the Box Spring Kentucky Fried Chicken Kentucky Fried Chicken Deming Las Cruces Leeann Chin Long John Silver's / A&W Blaine Clovis Pizza Hut/WingStreet Bozeman Pizza Hut/WingStreet Glasgow Pizza Hut/WingStreet Livingston Pizza Hut/WingStreet Knoxville TX TX TX TX TX TX TX TX TX TX NM NM MN NM MT MT MT TN Popeyes Channelview TX Vacant Kennesaw Shoney's Gadsden Shoney's Grayson Shoney's Hattiesburg Shoney's Jackson GA AL KY MS MS Shoney's Summerville SC Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 750 560 240 420 420 460 490 600 470 460 390 330 410 450 560 460 350 450 220 270 480 210 150 120 130 300 220 210 220 420 730 360 350 89 1,879 1,430 1,325 1,365 1,640 1,702 1,856 1,344 1,437 1,172 1,845 1,621 1,396 1,652 1,405 1,249 1,487 691 498 528 705 343 217 245 546 401 46 707 406 618 572 800 F-91 — 1 — — — — — — — — — — — — — — — — — — — (377) — — — — — — — — — — — 839 2,440 1,670 1,745 1,785 2,100 2,192 2,456 1,814 1,897 1,562 2,175 2,031 1,846 2,212 1,865 1,599 1,937 911 768 (30) 6/27/2013 1995 (625) 6/27/2013 1995 (470) 6/27/2013 1995 (436) 6/27/2013 1995 (449) 6/27/2013 1995 (539) 6/27/2013 1995 (560) 6/27/2013 1995 (610) 6/27/2013 1995 (442) 6/27/2013 1995 (473) 6/27/2013 1995 (385) 6/27/2013 1995 (606) 6/27/2013 1995 (533) 6/27/2013 1995 (459) 6/27/2013 1995 (543) 6/27/2013 1995 (462) 6/27/2013 1995 (410) 6/27/2013 1995 (489) 6/27/2013 1995 (227) 6/27/2013 1995 (164) 6/27/2013 1995 1,008 (174) 6/27/2013 1995 538 493 337 375 846 621 256 927 826 1,348 932 1,150 (86) 6/27/2013 1995 (114) 6/27/2013 1995 (72) 6/27/2013 1995 (81) 6/27/2013 1995 (181) 6/27/2013 1995 (132) 6/27/2013 1995 (15) 6/27/2013 1995 (235) 6/27/2013 1995 (135) 6/27/2013 1995 (205) 6/27/2013 1995 (190) 6/27/2013 1995 (266) 6/27/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Shoney's Cookeville TN Shoney's Lawrenceburg TN Shoney's Charleston Shoney's Lewisburg Shoney's Princeton Shoney's Ripley Sonny's Real Pit BBQ Conyers WV WV WV WV GA Sweet Tomato Coral Springs FL Taco Bell Kingston Taco Bell / Pizza Hut Dallas Taco Cabana Austin Taco Cabana Pasadena Taco Cabana San Antonio Taco Cabana Schertz TN TX TX TX TX TX Texas Roadhouse Cedar Rapids IA Wendy's Salisbury MD Ale House St. Petersburg FL Applebee's Clinton Applebee's Fort Dodge Applebee's Marshalltown Applebee's Mason City Applebee's Muscatine Applebee's Sterling Arby's Arby's Arby's Arby's Arby's Arby's Arby's Arby's Arby's Arby's Kansas CIty Salina Topeka Alma Chesterfield Davison Flint Midland Waterford Port Huron IA IA IA IA IA IL KS KS KS MI MI MI MI MI MI MI — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 510 330 190 110 90 200 450 790 280 420 700 420 600 520 430 370 930 490 — 660 340 330 390 280 540 270 380 210 420 230 340 180 210 760 873 543 642 593 599 663 1,625 714 1,582 2,105 1,420 1,955 1,408 2,194 1,299 3,116 1,184 1,363 1,175 1,495 1,266 1,291 364 300 433 408 841 631 1,428 753 962 868 F-92 — — — — — — — — 300 — — — — — — — — — — — — — — — 64 — — — — — — — — 1,270 1,203 733 752 683 799 1,113 2,415 1,294 2,002 2,805 1,840 2,555 1,928 2,624 1,669 4,046 1,674 1,363 1,835 1,835 1,596 1,681 644 904 703 788 1,051 1,051 1,658 1,093 1,142 1,078 (252) 6/27/2013 1995 (290) 6/27/2013 1995 (181) 6/27/2013 1995 (213) 6/27/2013 1995 (197) 6/27/2013 1995 (199) 6/27/2013 1995 (220) 6/27/2013 1995 (540) 6/27/2013 1995 (281) 6/27/2013 1995 (520) 6/27/2013 1995 (692) 6/27/2013 1995 (467) 6/27/2013 1995 (643) 6/27/2013 1995 (463) 6/27/2013 1995 (729) 6/27/2013 1995 (427) 6/27/2013 1995 (1,036) 6/27/2013 1995 (393) 6/27/2013 1995 (656) 6/27/2013 1995 (390) 6/27/2013 1995 (497) 6/27/2013 1995 (421) 6/27/2013 1995 (429) 6/27/2013 1995 (120) 6/27/2013 1995 (26) 6/27/2013 1995 (142) 6/27/2013 1995 (134) 6/27/2013 1995 (276) 6/27/2013 1995 (208) 6/27/2013 1995 (470) 6/27/2013 1995 (248) 6/27/2013 1995 (316) 6/27/2013 1995 (285) 6/27/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Arby's Arby's Arby's Arby's Allentown Carlisle Hanover Amarillo Yemen Kitchen Raleigh Buca di Beppo Italian Wheeling Buca di Beppo Italian Westlake Burger King Tucson PA PA PA TX NC IL OH AZ Burger King Fort Oglethorpe GA Burger King Caribou Burger King Cohoes ME NY Burger King Montgomery NY Burger King Schenectady NY Burger King Elko Burger King Willoughby Vacant Ardmore Burger King Roseburg Burger King Gaffney Burger King Greenville NV OH OK OR SC SC Burger King Bluefield WV Charleston's Carmel Dairy Queen Mauldin Dairy Queen Alto Dairy Queen Pineland Dairy Queen Silsbee Dukin Donuts/Baskin- Robbins Dearborn Heights Grandy's Ardmore Grandy's Moore IN SC TX TX TX MI OK OK Grandy's Oklahoma City OK Grandy's Oklahoma City OK Hardee's Aiken Jack in the Box Belleville Vacant Houston SC IL TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 600 200 400 260 230 450 370 300 170 770 270 480 380 260 410 270 350 370 420 210 140 133 50 40 60 230 454 320 260 320 220 200 900 1,652 472 921 627 654 1,272 887 1,307 2,175 440 563 1,042 936 1,001 1,005 1,023 886 880 571 1,163 3,016 — 110 120 100 846 — 428 380 289 450 966 — — — — — — — 250 — (853) — — — — — — — — — — — — — — — — — — — — — — 1,749 (699) F-93 2,252 672 1,321 887 884 1,722 1,257 1,857 2,345 357 833 1,522 1,316 1,261 1,415 1,293 1,236 1,250 991 1,373 3,156 133 160 160 160 (543) 6/27/2013 1995 (155) 6/27/2013 1995 (303) 6/27/2013 1995 (206) 6/27/2013 1995 (215) 6/27/2013 1995 (423) 6/27/2013 1995 (295) 6/27/2013 1995 (446) 6/27/2013 1995 (715) 6/27/2013 1995 (2) 6/27/2013 1995 (185) 6/27/2013 1995 (343) 6/27/2013 1995 (308) 6/27/2013 1995 (329) 6/27/2013 1995 (330) 6/27/2013 1995 (336) 6/27/2013 1995 (291) 6/27/2013 1995 (289) 6/27/2013 1995 (188) 6/27/2013 1995 (382) 6/27/2013 1995 (1,002) 6/27/2013 1995 — 6/27/2013 1995 (36) 6/27/2013 1995 (40) 6/27/2013 1995 (33) 6/27/2013 1995 1,076 (278) 6/27/2013 1995 454 748 640 609 670 1,166 1,950 — 6/27/2013 1995 — 6/27/2013 1995 — 6/27/2013 1995 — 6/27/2013 1995 (148) 6/27/2013 1995 (318) 6/27/2013 1995 (11) 6/27/2013 1995 Property City State McAlisters Murfreesboro TN Lifetime Dentistry Chickasha Chickasha OK Popeyes Houston Vacant Memphis Spaghetti Warehouse Arlington Vacant Dallas Spaghetti Warehouse San Antonio Subway Knoxville Taco Cabana San Antonio Taco Cabana San Antonio Taco Cabana San Antonio TX TN TX TX TX TN TX TX TX Texas Roadhouse Grand Prairie TX Wendy's Worcester MA Applebee's North Canton OH Arby's Vacant Arby's Accomplishments Through People Guntersville AL Fountain Hills AZ Phoenix Columbus Burger King Anchorage Burger King Largo Burger King Springfield MA Vacant East Greenbush NY Burger King Spanaway WA Captain D's Duncanville Checkers Denny's Denny's Denny's Vacant FedEx Vacant Tampa Peoria Tempe Idaho Falls Albemarle Homewood Midwest City OK Golden Corral Norman OK Golden Corral College Station TX AZ GA AK FL TX FL AZ AZ ID NC AL Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 310 100 190 100 630 810 1,140 160 500 280 500 780 370 152 142 241 559 170 427 683 983 404 509 295 736 310 378 196 483 522 1,175 345 1,265 720 186 452 283 1,400 1,656 1,434 349 1,740 1,695 1,766 1,867 1,288 838 503 597 618 — 489 412 516 269 1,628 246 — 457 245 432 457 779 1,708 2,107 1,718 F-94 — — — 167 — — (1,063) — — — — — — — — (227) 200 — 200 — — (548) — — — — — — (590) — (983) — — 1,030 (239) 6/27/2013 1995 286 642 550 2,030 2,466 1,511 509 2,240 1,975 2,266 2,647 1,658 990 645 611 1,377 170 1,116 1,095 1,499 125 2,137 541 736 767 623 628 350 1,301 1,900 2,452 2,983 (64) 6/27/2013 1995 (149) 6/27/2013 1995 — 6/27/2013 1995 (465) 6/27/2013 1995 (550) 6/27/2013 1995 (126) 6/27/2013 1995 (115) 6/27/2013 1995 (572) 6/27/2013 1995 (557) 6/27/2013 1995 (581) 6/27/2013 1995 (621) 6/27/2013 1995 (423) 6/27/2013 1995 (281) 6/27/2013 1992 (167) 6/27/2013 1986 (55) 6/27/2013 1994 (219) 6/27/2013 1995 — 6/27/2013 1987 (162) 6/27/2013 1982 (137) 6/27/2013 1984 (171) 6/27/2013 1974 — 6/27/2013 1980 (540) 6/27/2013 1997 (82) 6/27/2013 1982 — 6/27/2013 1995 (153) 6/27/2013 1983 (80) 6/27/2013 1980 (138) 6/27/2013 1995 (3) 6/27/2013 1995 (253) 6/27/2013 2000 (263) 6/27/2013 1991 (706) 6/27/2013 1994 (575) 6/27/2013 1990 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Golden Corral Houston Grandy's Arlington Grandy's Carrollton Grandy's Fort Worth Grandy's Fort Worth Grandy's Grandy's Garland Garland Grandy's Irving Grandy's Lancaster Grandy's Mesquite Grandy's Plano TX TX TX TX TX TX TX TX TX TX TX Hardee's Canton GA Hardee's Mount Vernon IA Jack in the Box Texas City TX Lee's Famous Recipe Chicken Florissant Lee's Famous Recipe Chicken St. Ann Lee's Famous Recipe Chicken St. Louis Vacant Mobile MO MO MO AL Pizza Hut/WingStreet East Syracuse NY Vacant Penske Nedrow Bedford Pizza Hut/WingStreet Defiance NY OH OH Pizza Hut/WingStreet North Olmsted OH Pizza Hut/WingStreet Strongsville Pizza Hut/WingStreet Toledo Pizza Hut/WingStreet Cedar City Popeyes Austin TGI Fridays Warwick Verizon Wireless Statesville Wendy's Homewood Wendy's Benton Wendy's Bentonville Wendy's Bryant OH OH UT TX RI NC AL AR AR AR — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,147 2,447 (64) 3,530 (820) 6/27/2013 1995 734 847 777 811 623 859 871 780 871 871 488 320 454 306 187 107 127 137 55 183 114 122 74 58 52 1,216 1,228 207 995 478 648 529 — — — — — — — — — — 539 480 844 560 571 874 276 185 80 — 197 153 108 173 361 533 — — — — — — — — — — — (6) — — — — (388) — (105) — — — — — — — 2,775 (1,253) 459 — 1,018 708 575 F-95 27 — — — — 734 847 777 811 623 859 871 780 871 871 1,027 794 1,298 866 758 981 15 322 30 183 311 275 182 231 413 1,749 2,750 693 995 1,496 1,356 1,104 — 6/27/2013 1986 — 6/27/2013 1986 — 6/27/2013 1995 — 6/27/2013 1985 — 6/27/2013 1980 — 6/27/2013 1985 — 6/27/2013 1983 — 6/27/2013 1984 — 6/27/2013 1983 — 6/27/2013 1980 (179) 6/27/2013 1983 (159) 6/27/2013 1987 (280) 6/27/2013 1991 (186) 6/27/2013 1984 (189) 6/27/2013 1984 (290) 6/27/2013 1984 — 6/27/2013 1974 (61) 6/27/2013 1978 — 6/27/2013 1979 — 6/27/2013 1995 (65) 6/27/2013 1977 (51) 6/27/2013 1977 (36) 6/27/2013 1977 (57) 6/27/2013 1978 (120) 6/27/2013 1978 (177) 6/27/2013 1996 (452) 6/27/2013 1983 (151) 6/27/2013 1993 — 6/27/2013 1995 (338) 6/27/2013 1993 (235) 6/27/2013 1993 (191) 6/27/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Wendy's Cabot Wendy's Wendy's Conway Conway Wendy's Fayetteville Wendy's Fort Smith Wendy's Fort Smith Wendy's Little Rock Wendy's Little Rock Wendy's Little Rock Wendy's Rogers Wendy's Russellville Wendy's Springdale Wendy's Springdale Wendy's Van Buren Wendy's Norwich AR AR AR AR AR AR AR AR AR AR AR AR AR AR CT Wendy's Douglasville GA Wendy's Millville Wendy's Columbia Wendy's San Antonio Wendy's San Antonio NJ SC TX TX Wendy's Burlington WA Vacant Youngstown OH Whataburger El Campo Abuelo's Rogers Aliberto's Mexican Food Holbrook Applebee's Brandon Applebee's Plant City Applebee's Valrico Applebee's Newton TX AR AZ FL FL FL KS Applebee's Ocean Springs MS Applebee's Corpus Christi TX — — — — (11) — — — — — — — — — — (12) — — — — — (196) — — — — — — — (1,359) — 1,231 1,072 1,315 1,238 1,370 1,079 1,156 1,613 1,068 1,491 994 1,219 1,231 945 1,640 1,369 1,542 1,368 898 861 1,231 175 1,706 3,121 128 6,100 4,948 4,476 2,073 1,022 3,489 (234) 6/27/2013 1991 (197) 6/27/2013 1985 (276) 6/27/2013 1994 (275) 6/27/2013 1994 (394) 6/27/2013 1995 (337) 6/27/2013 1995 (291) 6/27/2013 1976 (514) 6/27/2013 1982 (154) 6/27/2013 1987 (303) 6/27/2013 1995 (211) 6/27/2013 1985 (297) 6/27/2013 1994 (272) 6/27/2013 1995 (248) 6/27/2013 1994 (311) 6/27/2013 1980 (257) 6/27/2013 1993 (388) 6/27/2013 1994 (76) 6/27/2013 1995 (209) 6/27/2013 1985 (150) 6/27/2013 1987 (267) 6/27/2013 1994 — 6/27/2013 1976 (336) 6/27/2013 1986 (769) 6/27/2013 2003 (32) 6/27/2013 1981 (1,222) 6/27/2013 1997 (961) 6/27/2013 2001 (1,097) 6/27/2013 1998 (525) 6/27/2013 1998 (42) 6/27/2013 2000 (980) 6/27/2013 2000 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 524 478 482 408 195 63 278 990 605 579 356 323 410 197 703 605 373 1,368 268 410 425 139 693 825 32 2,453 2,079 1,202 504 673 563 707 594 833 830 1,186 1,016 878 623 463 912 638 896 821 748 937 776 1,169 — 630 451 806 232 1,013 2,296 96 3,647 2,869 3,274 1,569 1,708 2,926 F-96 Property City State Applebee's Edinburg Applebee's McAllen TX TX Applebee's New Braunfels TX Applebee's San Antonio TX Arby's Arby's Arby's Arby's Arby's Arby's Arby's Arby's Alexander City AL Kennesaw GA Richmond Hill GA Mount Vernon IL New Albany New Albany Scottsburg IN IN IN Corinth MS Black Meg 43 Copperas Cove TX Bojangles Hickory Bojangles Taylorsville Burger King Denver Burger King Clearwater Burger King Alpharetta Burger King Alpharetta Burger King Alpharetta Burger King Alpharetta Burger King Martinez Burger King Thomson Burger King Springfield Burger King Gary Burger King Amesbury Burger King Brandon Burger King Chadbourn Burger King Claremont Burger King Clinton Burger King Wilmington Burger King Dover Burger King Hamburg NC NC CO FL GA GA GA GA GA GA IL IN MA MS NC NC NC NC NH NY Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 898 1,114 566 732 527 583 430 911 456 325 526 753 151 749 436 872 981 635 1,128 795 501 909 748 354 544 835 649 353 646 494 573 1,159 403 2,058 1,988 1,486 1,796 401 840 755 764 470 465 445 429 151 1,789 1,108 1,242 591 865 977 943 1,219 1,350 876 677 606 1,217 1,513 797 646 801 870 952 383 F-97 — — — — — — — — — — — — (105) — — — — — — — — — — (562) — — — — — — — — — 2,956 3,102 2,052 2,528 928 1,423 1,185 1,675 926 790 971 1,182 197 2,538 1,544 2,114 1,572 1,500 2,105 1,738 1,720 2,259 1,624 469 1,150 2,052 2,162 1,150 1,292 1,295 1,443 2,111 786 (689) 6/27/2013 2006 (666) 6/27/2013 1993 (498) 6/27/2013 1995 (601) 6/27/2013 2003 (133) 6/27/2013 1999 (279) 6/27/2013 1984 (250) 6/27/2013 1984 (254) 6/27/2013 1999 (156) 6/27/2013 2005 (154) 6/27/2013 1995 (148) 6/27/2013 1989 (142) 6/27/2013 1984 (6) 6/27/2013 1979 (593) 6/27/2013 1973 (367) 6/27/2013 1987 (412) 6/27/2013 1994 (196) 6/27/2013 1980 (287) 6/27/2013 1998 (324) 6/27/2013 1993 (313) 6/27/2013 1997 (404) 6/27/2013 2001 (448) 6/27/2013 1998 (291) 6/27/2013 1988 (19) 6/27/2013 1995 (201) 6/27/2013 1987 (404) 6/27/2013 1977 (502) 6/27/2013 1981 (264) 6/27/2013 1999 (214) 6/27/2013 2000 (266) 6/27/2013 1999 (289) 6/27/2013 1999 (316) 6/27/2013 1970 (127) 6/27/2013 1974 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Burger King Austin Burger King Germantown Burger King Marshfield Burger King Weston Captain D's Florence Carl's Jr. Purcell Vacant Brandon Chedder's Casual Cafe Bolingbrook Chedder's Casual Cafe Lubbock Chilis East Peoria China Buffet Alvin China Buffet Angleton Denny's Furr's Marion Garland Golden Corral Gilbert Golden Corral Goodyear Golden Corral Surprise Golden Corral Palatka TX WI WI WI KY OK FL IL TX IL TX TX OH TX AZ AZ AZ FL Golden Corral Zanesville OH FL FL NC TN AL AL LA AR TX IL IL IL Hardee's Pace Hardee's Williston Hardee's Hardee's Vacant Vacant IHOP Sparta Erwin Auburn Montgomery Bossier City Johnny Carinos Rogers Johnny Carinos Houston Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken / A&W Kentucky Fried Chicken Kentucky Fried Chicken Bloomington Decatur Granite City Crawfordsville IN Franklin IN — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 666 644 232 329 248 77 860 1,344 1,053 1,023 110 127 115 1,529 871 686 1,258 853 487 419 395 372 346 1,111 941 541 997 1,328 576 276 102 159 205 999 1,300 885 718 325 513 3,071 1,760 2,345 2,347 299 272 390 3,715 2,910 1,939 4,068 1,048 2,030 435 553 346 406 933 — 1,342 2,540 2,656 1,466 1,619 1,083 1,068 1,375 F-98 (516) 200 — — — — (2,202) — — — — — — — — — — (471) — — — — — — (591) — — — — — — — — 1,149 2,144 1,117 1,047 573 590 1,729 3,104 3,398 3,370 409 399 505 5,244 3,781 2,625 5,326 1,430 2,517 854 948 718 752 2,044 350 1,883 3,537 3,984 2,042 1,895 1,185 1,227 1,580 (161) 6/27/2013 1998 (431) 6/27/2013 1986 (294) 6/27/2013 1986 (238) 6/27/2013 1987 (108) 6/27/2013 1981 (170) 6/27/2013 1980 (229) 6/27/2013 2003 (590) 6/27/2013 1997 (785) 6/27/2013 1997 (786) 6/27/2013 2003 (100) 6/27/2013 1982 (91) 6/27/2013 1982 (131) 6/27/2013 1989 (1,244) 6/27/2013 2008 (975) 6/27/2013 2006 (649) 6/27/2013 2006 (1,363) 6/27/2013 2007 (183) 6/27/2013 1997 (680) 6/27/2013 2002 (144) 6/27/2013 1991 (184) 6/27/2013 1992 (115) 6/27/2013 1983 (135) 6/27/2013 1982 (313) 6/27/2013 1998 — 6/27/2013 1998 (449) 6/27/2013 1998 (851) 6/27/2013 2001 (890) 6/27/2013 2002 (486) 6/27/2013 2004 (537) 6/27/2013 2001 (359) 6/27/2013 1987 (354) 6/27/2013 1979 (456) 6/27/2013 1976 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Kentucky Fried Chicken Kentucky Fried Chicken / A&W Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Greenwood Allison Park Germantown Green Bay Milwaukee Milwaukee Milwaukee Milwaukee Milwaukee South Milwaukee Wauwatosa West Bend Charleston Long John Silver's / A&W Collinsville Long John Silver's / A&W Fairview Heights Long John Silver's / A&W Jacksonville Long John Silver's / A&W Litchfield Long John Silver's / A&W Marion Long John Silver's / A&W Mount Carmel Long John Silver's / A&W Vandalia Long John Silver's / A&W Long John Silver's / A&W Long John Silver's / A&W West Frankfort Wood River Garden City Long John Silver's / A&W Hays Vacant Englewood Long John Silver's / A&W Long John Silver's / A&W Long John Silver's / KFC Fairborn Austin Green Bay Los Tios Mexican Restaurant Dalton IN PA WI WI WI WI WI WI WI WI WI WI IL IL IL IL IL IL IL IL IL IL KS KS OH OH TX WI OH McDonald's Scotland Neck NC O'Charley's O'Charley's Dalton Tucker PDM Realty Kingston GA GA PA — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,405 683 913 1,022 773 795 750 975 924 695 615 705 1,514 940 525 431 996 1,059 484 484 996 314 530 624 — 300 477 563 30 — 1,817 866 — 339 246 368 208 396 281 89 197 138 197 135 185 282 220 258 171 194 305 105 101 244 251 120 160 547 103 459 748 18 320 406 1,037 29 F-99 — — — — — — — — — — — — — — — — — (924) — (376) (836) — — — (451) — — — — — — — — 1,744 929 1,281 1,230 1,169 1,076 839 1,172 1,062 892 750 890 1,796 1,160 783 602 (466) 6/27/2013 1976 (227) 6/27/2013 1978 (303) 6/27/2013 1989 (339) 6/27/2013 1986 (256) 6/27/2013 1991 (264) 6/27/2013 1992 (249) 6/27/2013 1989 (323) 6/27/2013 1991 (306) 6/27/2013 1992 (231) 6/27/2013 1993 (204) 6/27/2013 1992 (234) 6/27/2013 1972 (502) 6/27/2013 2003 (312) 6/27/2013 2006 (174) 6/27/2013 1976 (143) 6/27/2013 1978 1,190 (330) 6/27/2013 1986 440 589 209 404 565 650 784 96 403 936 (15) 6/27/2013 1983 (161) 6/27/2013 1977 (8) 6/27/2013 1976 (14) 6/27/2013 1977 (104) 6/27/2013 1975 (176) 6/27/2013 1978 (207) 6/27/2013 1994 — 6/27/2013 1974 (99) 6/27/2013 1976 (158) 6/27/2013 1993 1,311 (187) 6/27/2013 1978 48 320 2,223 1,903 29 (10) 6/27/2013 1990 — 6/27/2013 2005 (609) 6/27/2013 1993 (290) 6/27/2013 1993 — 6/27/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction GA KY OH SD TX IN FL FL VA TX CO NC NY AL AL AL CA CA CA Pizza Hut/WingStreet Jackson Pizza Hut/WingStreet Louisville Pizza Hut/WingStreet Delaware Pizza Hut/WingStreet Box Elder Pizza Hut/WingStreet Crystal City Ponderosa Scottsburg Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Blue Goose Cantina Mexican Schlotzsky's Brandon Tampa Winter Haven FL Bayou Vista Franklin Lafayette Lafayette Marksville Greenville Port Arthur LA LA LA LA LA MS TX Newport News VA Portsmouth Grapevine Colorado Springs Sonic Drive-In Wadesboro TGI Fridays Blasdell Taco Bell Cullman Taco Bell Hartselle Taco Bell Taco Bell Jasper Corona Taco Bell Fairfield Taco Bell Fontana Taco Bell Moreno Valley CA Taco Bell Rancho Cucamonga Taco Bell Vacaville Taco Bell Vacaville Taco Bell Kennesaw CA CA CA GA — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 673 539 270 68 148 430 776 673 484 375 283 434 473 487 513 408 381 369 572 530 137 1,215 375 378 445 306 500 524 367 415 522 1,184 162 735 499 721 217 453 141 961 1,065 1,001 709 538 899 901 1,129 977 589 217 230 868 530 266 1,913 1,053 781 814 1,138 1,327 1,016 998 1,210 1,513 1,375 601 F-100 — — — (152) — — — — — — — — — — — — — — — — — — (940) — — — — — — — — — — 1,408 1,038 991 133 601 571 1,737 1,738 1,485 1,084 821 1,333 1,374 1,616 1,490 997 598 599 1,440 1,060 403 3,128 488 1,159 1,259 1,444 1,827 1,540 1,365 1,625 2,035 2,559 763 (244) 6/27/2013 1987 (166) 6/27/2013 1975 (239) 6/27/2013 1975 (1) 6/27/2013 1985 (150) 6/27/2013 1981 (47) 6/27/2013 1985 (319) 6/27/2013 1978 (353) 6/27/2013 1976 (332) 6/27/2013 1976 (235) 6/27/2013 1985 (178) 6/27/2013 1985 (298) 6/27/2013 1993 (299) 6/27/2013 1996 (374) 6/27/2013 1987 (324) 6/27/2013 1984 (195) 6/27/2013 1984 (72) 6/27/2013 2002 (76) 6/27/2013 2002 (291) 6/27/2013 1999 (176) 6/27/2013 1997 (88) 6/27/2013 2007 (641) 6/27/2013 2000 — 6/27/2013 1988 (259) 6/27/2013 1996 (270) 6/27/2013 1987 (377) 6/27/2013 1990 (440) 6/27/2013 1985 (337) 6/27/2013 1992 (331) 6/27/2013 1992 (401) 6/27/2013 1992 (502) 6/27/2013 1985 (456) 6/27/2013 1994 (199) 6/27/2013 1984 Property City State Taco Bell North Corbin KY Kentucky Fried Chicken Milwaukee Taco Bell Montclair Taco Bell Rubidoux Vacant Taco Bueno Something Different Grill Taco Bueno Belton Frisco Lubbock N. Richland Hills Texas Roadhouse Kenosha Tire Warehouse Fitchburg Tire Warehouse Bangor Wendy's Anniston Wendy's Birmingham Wendy's Phenix City Wendy's Pine Bluff Wendy's Stuttgart Vacant Cocoa Wendy's Indialantic Wendy's Lynn Haven Wendy's Wendy's Melbourne New Smyrna Beach WI CA CA MO TX TX TX WI MA ME AL AL AL AR AR FL FL FL FL FL Wendy's Ormond Beach FL Wendy's Panama City(Callaway) Wendy's Panama City FL FL Wendy's South Daytona FL Wendy's Tallahassee Wendy's Tallahassee Wendy's Titusville Wendy's Marietta Wendy's Brunswick Wendy's Columbus Wendy's Columbus Wendy's Columbus FL FL FL GA GA GA GA GA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 139 533 322 415 476 601 228 423 1,061 203 289 454 562 529 221 67 249 592 446 550 476 626 461 445 531 952 855 415 383 306 701 743 478 1,082 1,055 900 1,223 701 577 561 567 1,835 704 1,400 591 990 1,178 1,022 1,038 567 614 852 680 394 561 529 837 432 514 505 761 506 435 1,787 1,184 2,209 F-101 — — — — — — — — (14) — — — — — — — (591) — — 1 — — — — — — — — — — — 1 — 1,221 1,588 1,222 1,638 1,177 1,178 789 990 2,882 907 1,689 1,045 1,552 1,707 1,243 1,105 225 1,206 1,298 1,231 870 1,187 990 1,282 963 1,466 1,360 1,176 889 741 2,488 1,928 2,687 (359) 6/27/2013 1986 (350) 6/27/2013 1978 (299) 6/27/2013 1996 (405) 6/27/2013 1992 (233) 6/27/2013 2006 (191) 6/27/2013 2000 (186) 6/27/2013 2000 (188) 6/27/2013 2000 (615) 6/27/2013 2001 (228) 6/27/2013 1982 (454) 6/27/2013 1977 (196) 6/27/2013 1976 (329) 6/27/2013 2005 (391) 6/27/2013 1999 (339) 6/27/2013 1989 (344) 6/27/2013 2001 — 6/27/2013 1979 (204) 6/27/2013 1985 (283) 6/27/2013 2005 (226) 6/27/2013 1993 (131) 6/27/2013 1982 (186) 6/27/2013 1994 (175) 6/27/2013 1984 (278) 6/27/2013 1987 (143) 6/27/2013 1980 (170) 6/27/2013 1986 (167) 6/27/2013 1986 (252) 6/27/2013 1984 (168) 6/27/2013 1994 (144) 6/27/2013 1985 (593) 6/27/2013 1999 (393) 6/27/2013 1988 (733) 6/27/2013 2003 Property City State Wendy's Eastman GA Wendy's Lithia Springs GA Wendy's Sharpsburg GA Wendy's Anderson Wendy's Anderson Wendy's Pendleton Wendy's Louisville Wendy's Louisville Wendy's Louisville Wendy's Minden Wendy's Baltimore Wendy's Baltimore Wendy's Landover Wendy's Pasadena IN IN IN KY KY KY LA MD MD MD MD Wendy's District Heights MD Wendy's Madison Heights Wendy's Bellevue MI NE Wendy's Buckeye Lake OH Wendy's Hamilton Wendy's Hillsboro Wendy's Whitehall Wendy's Arlington Wendy's Dublin Wendy's Emporia Wendy's Hayes OH OH OH TX VA VA VA Wendy's Mechanicsville VA Wendy's Pounding Mill VA Wendy's Woodbridge Wendy's Woodbridge Wendy's Fairmont Wendy's Moonshine Ripley Austin Fresenius Medical Care Clinton VA VA WV WV TX NC Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 258 668 649 872 859 448 834 532 857 182 760 904 340 1,049 332 198 338 864 655 291 716 1,322 384 631 304 521 296 1,193 521 224 273 837 139 473 774 1,299 736 707 894 1,379 1,221 1,420 936 802 1,035 267 1,902 275 725 484 877 1,848 1,408 863 1,546 1,401 1,424 859 704 1,404 1,598 615 1,119 871 1,797 2,655 F-102 — — — — 1 1 — — 1 — — 1 — — — (478) — — — — — — 1 — — — — — — — — — — 731 1,442 1,948 1,608 1,567 1,343 2,213 1,753 2,278 1,118 1,562 1,940 607 2,951 607 445 822 1,741 2,503 1,699 1,579 2,868 1,786 2,055 1,163 1,225 1,700 2,791 1,136 1,343 1,144 2,634 2,794 (157) 6/27/2013 1996 (257) 6/27/2013 1988 (431) 6/27/2013 2002 (244) 6/27/2013 1978 (235) 6/27/2013 1978 (297) 6/27/2013 2005 (457) 6/27/2013 2001 (405) 6/27/2013 1998 (471) 6/27/2013 2000 (310) 6/27/2013 2001 (266) 6/27/2013 1995 (344) 6/27/2013 2002 (89) 6/27/2013 1978 (631) 6/27/2013 1997 (91) 6/27/2013 1979 (50) 6/27/2013 1998 (161) 6/27/2013 1981 (291) 6/27/2013 2000 (613) 6/27/2013 2001 (467) 6/27/2013 1985 (286) 6/27/2013 1983 (513) 6/27/2013 1994 (465) 6/27/2013 1993 (472) 6/27/2013 1994 (285) 6/27/2013 1992 (234) 6/27/2013 1989 (466) 6/27/2013 2004 (530) 6/27/2013 1996 (204) 6/27/2013 1978 (371) 6/27/2013 1983 (289) 6/27/2013 1984 (602) 6/27/2013 1998 (741) 6/28/2013 2003 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Fresenius Medical Care Fairmont Fresenius Medical Care Fayetteville Fresenius Medical Care Fayetteville Fresenius Medical Care Fayetteville Fresenius Medical Care Lumberton Fresenius Medical Care Pembroke Fresenius Medical Care Red Springs Fresenius Medical Care Roseboro Fresenius Medical Care St. Pauls Kum & Go Gillette Dollar General Bastrop NC NC NC NC NC NC NC NC NC WY LA Dollar General Powhatan Point OH Dollar General Millwood WV Dollar Tree/Family Dollar Walgreens Gretna Denver CVS Columbia Dollar General West Union Fresenius Medical Care Fairhope Fresenius Medical Care Foley Fresenius Medical Care Mobile Fresenius Medical Care Defuniak Springs Dollar General Eagle Grove VA CO SC SC AL AL AL FL IA Dollar General San Antonio TX Dollar General Farmington NM Dollar General Amarillo TX Mount Vernon IL Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Birch Run Crosby Toledo Webster Alderson Walgreens Castle Rock Advance Auto Parts Eden MI MN OH WI WV CO NC — — — — — — — — — — — — — — 3,350 2,278 — — — — — — — — — — — — — — — 201 420 134 178 117 81 101 74 73 878 148 138 98 131 — — 46 — 287 278 115 100 220 224 198 117 81 49 226 43 166 3,953 — 1,581 320 F-103 1,819 2,379 2,551 3,379 2,216 1,547 1,913 1,404 1,389 2,048 838 784 881 744 4,050 2,811 868 2,035 2,580 2,505 2,180 902 880 898 794 1,050 729 928 905 808 663 3,689 746 7 — 87 99 — — — — — — — — — — — — — — (9) — 9 — — — — — 86 39 — — — — — 2,027 2,799 2,772 3,656 2,333 1,628 2,014 1,478 1,462 2,926 986 922 979 875 4,050 2,811 914 2,035 2,858 2,783 2,304 1,002 1,100 1,122 992 1,167 896 1,016 1,131 851 829 5,270 1,066 (508) 6/28/2013 2002 (665) 6/28/2013 1998 (714) 6/28/2013 2004 (945) 6/28/2013 1999 (620) 6/28/2013 1986 (433) 6/28/2013 2009 (535) 6/28/2013 2000 (393) 6/28/2013 2010 (388) 6/28/2013 2008 (664) 6/28/2013 2013 (270) 7/1/2013 2013 (252) 7/2/2013 2013 (284) 7/2/2013 2013 (240) 7/2/2013 2012 (1,392) 7/2/2013 2008 (822) 7/2/2013 2006 (280) 7/3/2013 2011 (564) 7/8/2013 2006 (715) 7/8/2013 2009 (695) 7/8/2013 2009 (605) 7/8/2013 2008 (290) 7/9/2013 2013 (283) 7/9/2013 2013 (289) 7/11/2013 2013 (256) 7/11/2013 2013 (338) 7/11/2013 2012 (253) 7/11/2013 1950 (299) 7/11/2013 1985 (291) 7/11/2013 1942 (260) 7/11/2013 2013 (214) 7/11/2013 2012 (1,268) 7/11/2013 2002 (240) 7/16/2013 2004 Property City State Dollar General Edinburg Kum & Go Muskogee Monro Muffler Waukesha Dollar Tree/Family Dollar Harrison TX OK WI TN SunTrust Bank Annapolis MD SunTrust Bank Nashville Dollar General Batesville Dollar General Batesville Dollar General Beebe Dollar General Blytheville Dollar General Des Arc Dollar General Dumas Dollar General Gassville Dollar General Higden TN AR AR AR AR AR AR AR AR Dollar General Lake Village AR Dollar General Lepanto Dollar General Little Rock Dollar General Marvell Dollar General McGehee Dollar General Quitman Dollar General Searcy Dollar General Tuckerman Dollar General White Hall FedEx Melbourne Rite Aid Burton AR AR AR AR AR AR AR AR FL MI Rubbermaid Bowling Green OH Vacant Mishawaka IN Walgreens Walgreens Adams Wilson Applebee's Fall River Arby's Arby's Arby's Merritt Island Orlando Rockledge MA NC MA FL FL FL Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 102 423 228 74 2,653 567 32 42 51 30 56 46 54 52 64 43 73 40 25 45 29 49 43 159 128 714 375 300 573 275 297 251 381 914 1,691 684 420 2,170 305 285 374 478 285 508 412 325 469 362 389 412 364 228 426 263 280 388 1,433 2,541 13,564 1,500 1,200 1,337 1,558 552 585 571 F-104 — — — — — — 7 78 52 50 53 23 21 80 29 — 13 107 29 — 66 81 — — 24 — — — — — — — — 1,016 2,114 912 494 (294) 7/16/2013 2013 (544) 7/22/2013 2013 (234) 7/23/2013 2002 (135) 7/23/2013 2006 4,823 (669) 7/23/2013 1976 872 324 494 581 365 617 481 400 601 455 432 498 511 282 471 358 410 431 1,592 2,693 (94) 7/23/2013 1954 (92) 7/25/2013 1998 (126) 7/25/2013 1999 (155) 7/25/2013 1999 (96) 7/25/2013 2000 (171) 7/25/2013 1999 (134) 7/25/2013 2000 (106) 7/25/2013 1999 (159) 7/25/2013 1999 (120) 7/25/2013 1998 (125) 7/25/2013 1995 (133) 7/25/2013 1999 (129) 7/25/2013 1999 (77) 7/25/2013 1998 (133) 7/25/2013 2001 (90) 7/25/2013 1998 (101) 7/25/2013 1999 (125) 7/25/2013 1999 (514) 7/26/2013 2001 (870) 7/26/2013 1999 14,278 (4,869) 7/29/2013 2013 1,875 1,500 1,910 1,833 849 836 952 (483) 7/30/2013 2013 (412) 7/30/2013 1958 (459) 7/30/2013 2002 (535) 7/31/2013 1994 (175) 7/31/2013 1984 (186) 7/31/2013 1985 (181) 7/31/2013 1984 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Arby's Arby's Arby's Vacant Savannah GA Fort Wayne Winchester IN IN Rochester NY N/A - Billboard Memphis N/A - Billboard Memphis N/A - Billboard Memphis N/A - Billboard Memphis Burger King Sierra Vista Burger King Cut Off Burger King Gonzales TN TN TN TN AZ LA LA Burger King Lake Charles LA Burger King Lake Charles LA Burger King Metairie Burger King Opelousas Burger King Raceland Burger King Belding Burger King Warren LA LA LA MI MI Burger King Kansas CIty MO Burger King Asheville Burger King Irondequoit Burger King Syracuse Burger King Mansfield Burger King Cashland Checkers New Philadelphia Celina Miami Checkers Orlando NC NY NY OH OH OH FL FL Jeremiah's Italian Ice Winter Springs FL Chilis Denny's Denny's Denny's Denny's Amarillo Mesa Phoenix Tempe Henrietta TX AZ AZ AZ NY — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 293 529 341 128 33 63 73 90 260 726 380 456 610 728 964 356 221 248 444 728 988 606 191 419 108 621 1,033 734 811 1,089 825 1,567 361 293 647 511 384 — — — — 1,041 1,088 465 456 746 392 964 533 411 745 1,036 595 659 606 766 779 132 — — — 1,893 891 1,237 844 241 F-105 — — — (337) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 586 1,176 852 175 33 63 73 90 1,301 1,814 845 912 1,356 1,120 1,928 889 632 993 1,480 1,323 1,647 1,212 957 1,198 240 621 1,033 734 2,704 1,980 2,062 2,411 602 (93) 7/31/2013 1985 (205) 7/31/2013 1987 (162) 7/31/2013 1988 — 7/31/2013 1985 — 7/31/2013 — 7/31/2013 — 7/31/2013 — 7/31/2013 - - - - (330) 7/31/2013 1994 (345) 7/31/2013 1990 (148) 7/31/2013 1990 (145) 7/31/2013 1980 (237) 7/31/2013 1990 (124) 7/31/2013 1990 (306) 7/31/2013 1978 (169) 7/31/2013 2000 (130) 7/31/2013 1994 (237) 7/31/2013 1987 (329) 7/31/2013 1984 (189) 7/31/2013 1982 (209) 7/31/2013 1980 (192) 7/31/2013 1986 (243) 7/31/2013 1985 (247) 7/31/2013 1986 (45) 7/31/2013 1995 — 7/31/2013 1993 — 7/31/2013 1995 — 7/31/2013 1995 (650) 7/31/2013 1984 (306) 7/31/2013 1994 (425) 7/31/2013 2005 (290) 7/31/2013 1995 (83) 7/31/2013 1970 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Eegee's Vacant Tucson Killeen Golden Corral Texarkana Grandy's Grandy's Dallas Dallas Grandy's Greenville Hardee's Jacksonville Hardee's Chester AZ TX TX TX TX TX FL SC IHOP Corpus Christi TX Jack in the Box Sacramento Taqueria El Rodeo de Jalisco San Antonio Mattress Firm Johnstown Monterey's Tex Mex Tulsa Mezcal Mexican Restaurant Grafton Pizza Hut/WingStreet Page Pizza Hut/WingStreet Dearborn Pizza Hut/WingStreet Beckley Pizza Hut/WingStreet Waupaca CA TX PA OK OH AZ MI WV WI Pizza Hut/WingStreet Huntington WV Pizza Hut/WingStreet Bowling Green OH Pizza Hut/WingStreet Middleburg Hts OH Pizza Hut/WingStreet Sandusky OH Vacant Shamokin Popeyes Houston Pizza Hut/WingStreet Stamford Pizza Hut/WingStreet Kanab Pizza Hut/WingStreet Abbotsford Pizza Hut/WingStreet Antigo Pizza Hut/WingStreet Clintonville Pizza Hut/WingStreet Eagle River Pizza Hut/WingStreet Hayward Pizza Hut/WingStreet Merrill Pizza Hut/WingStreet Neilsville PA TX TX UT WI WI WI WI WI WI WI — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 357 534 758 725 357 847 875 586 1,176 476 168 389 135 64 66 284 160 61 190 141 128 140 54 295 38 52 159 45 208 28 51 83 35 436 992 3,031 — — — 583 563 — 1,110 206 906 406 191 263 528 131 91 4 262 156 171 217 241 115 210 195 252 69 159 205 531 106 F-106 — (803) 793 723 (138) 7/31/2013 1990 (115) 7/31/2013 1993 — — — — — — — — — 745 (326) — — — — 35 — — — — (131) — — — — 100 — — — (100) — 3,789 (962) 7/31/2013 2001 725 357 847 1,458 1,149 1,176 1,586 374 2,040 215 255 329 812 291 187 194 403 284 311 140 536 153 262 354 397 277 187 256 514 141 — 7/31/2013 1981 — 7/31/2013 1984 — 7/31/2013 1979 (185) 7/31/2013 1993 (157) 7/31/2013 1994 — 7/31/2013 1,995 (352) 7/31/2013 1991 (65) 7/31/2013 1965 (364) 7/31/2013 1995 (28) 7/31/2013 2001 (66) 7/31/2013 1990 (84) 7/31/2013 1977 (168) 7/31/2013 1977 (42) 7/31/2013 1977 (44) 7/31/2013 1991 (1) 7/31/2013 1995 (83) 7/31/2013 1979 (50) 7/31/2013 1985 (54) 7/31/2013 1982 (4) 7/31/2013 1976 (76) 7/31/2013 1976 (36) 7/31/2013 1995 (67) 7/31/2013 1989 (62) 7/31/2013 1980 (102) 7/31/2013 1997 (22) 7/31/2013 1978 (50) 7/31/2013 1991 (65) 7/31/2013 1993 (130) 7/31/2013 1980 (34) 7/31/2013 1995 Property City State Pizza Hut/WingStreet Plover Vacant Schofield WI WI Pizza Hut/WingStreet Stevens Point WI Pizza Hut/WingStreet Tomahawk Popeyes Popeyes Vacant Miami Houston Indiana Popeyes Houston Quincy's Family Steakhouse Mr. & Mrs. Crab Seafood Monroe Orlando Shoney's Grenada Steak 'n Shake Tampa Taco Bell Detroit Waffle House Cocoa Wendy's Batesville Wendy's Little Rock Wendy's Little Rock Filibertos Wendy's Payson Groton WI FL TX PA TX NC FL MS FL MI FL AR AR AR AZ CT Wendy's Bowling Green OH The Dalles OR Vacant Vacant Wendy's Wendy's Anderson Greenville N. Myrtle Beach SC SC SC SC TX Vacant Spartanburg Whataburger Ingleside Denny's Bloomington MN Long John Silver's / A&W Penn Hills Wendy's Port Orange Wendy's Fairburn Applebee's Auburn Applebee's Phenix City Applebee's Arvada PA FL GA AL AL CO Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 85 106 130 35 220 111 676 278 560 1,286 270 951 124 150 155 501 773 679 1,099 502 201 734 516 464 699 1,106 1,184 438 695 1,076 1,155 1,488 754 199 196 390 81 330 166 100 (177) 100 — — — 1,255 (1,119) 227 458 — 809 — 704 279 878 500 773 829 900 932 802 897 631 861 572 474 — 656 569 1,316 1,732 2,232 1,760 F-107 — (246) (114) — 785 — — — 1 — (719) — (926) (486) (1,169) — 142 (818) — — — — — — — — 384 125 620 116 550 277 812 505 772 1,172 1,079 1,736 828 429 1,033 1,002 1,546 789 1,999 508 517 462 1,147 1,467 453 1,580 1,184 1,094 1,264 2,392 2,887 3,720 2,514 (84) 7/31/2013 1995 (2) 7/31/2013 1987 (148) 7/31/2013 1995 (26) 7/31/2013 1986 (105) 7/31/2013 1962 (53) 7/31/2013 1976 (10) 7/31/2013 2000 (72) 7/31/2013 1978 (83) 7/31/2013 1978 (31) 7/31/2013 1998 (257) 7/31/2013 1995 (107) 7/31/2013 1999 (223) 7/31/2013 1989 (89) 7/31/2013 1986 (279) 7/31/2013 1995 (159) 7/31/2013 1983 (245) 7/31/2013 1994 (46) 7/31/2013 1986 (285) 7/31/2013 1978 (67) 7/31/2013 1994 (238) 7/31/2013 1994 (34) 7/31/2013 1995 (200) 7/31/2013 1975 (273) 7/31/2013 1983 (13) 7/31/2013 1977 (150) 7/31/2013 1986 — 7/31/2013 1995 (208) 7/31/2013 1993 (181) 7/31/2013 1996 (418) 7/31/2013 2002 (595) 7/31/2013 1993 (766) 7/31/2013 1999 (604) 7/31/2013 1996 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Applebee's Applebee's Applebee's Brighton Colorado Springs Colorado Springs Applebee's Greeley Applebee's Northglenn Applebee's Pueblo Applebee's Bradenton Applebee's Crestview Applebee's Crystal River Applebee's Davenport Applebee's Inverness Applebee's Lakeland Applebee's Lakeland Applebee's Applebee's Largo New Port Richey Applebee's Riverview Applebee's St. Petersburg CO CO CO CO CO CO FL FL FL FL FL FL FL FL FL FL FL Applebee's Temple Terrace FL Applebee's Wesley Chapel FL Applebee's Winter Haven FL Applebee's Augusta Applebee's Applebee's Dublin Evans GA GA GA Applebee's Milledgeville GA Applebee's Savannah GA Applebee's Boise Applebee's Nampa Applebee's Pocatello ID ID ID Applebee's Hobbs NM Applebee's Rio Rancho NM Applebee's Roswell NM Applebee's Clackamas OR Applebee's Lake Oswego OR — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 657 499 629 559 578 960 2,475 943 1,328 1,506 1,977 1,283 1,959 2,334 1,695 1,849 2,329 2,396 3,272 2,130 1,254 1,171 1,426 1,174 1,329 948 729 612 600 645 405 901 1,352 1,972 1,996 1,888 2,235 1,734 2,879 3,713 1,752 2,467 4,517 2,965 2,383 3,638 3,501 3,147 3,434 3,493 3,594 3,272 2,603 2,329 1,431 2,649 1,761 2,468 1,761 2,915 1,837 3,401 3,654 2,295 2,103 1,652 F-108 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,629 2,495 2,517 2,794 2,312 3,839 6,188 2,695 3,795 6,023 4,942 3,666 5,597 5,835 4,842 5,283 5,822 5,990 6,544 4,733 3,583 2,602 4,075 2,935 3,797 2,709 3,644 2,449 4,001 4,299 2,700 3,004 3,004 (677) 7/31/2013 1998 (685) 7/31/2013 1995 (648) 7/31/2013 1994 (767) 7/31/2013 1995 (595) 7/31/2013 1993 (989) 7/31/2013 1998 (1,275) 7/31/2013 1994 (602) 7/31/2013 2000 (847) 7/31/2013 2001 (1,551) 7/31/2013 2007 (1,018) 7/31/2013 2000 (818) 7/31/2013 1997 (1,249) 7/31/2013 2000 (1,202) 7/31/2013 1995 (1,081) 7/31/2013 1998 (1,180) 7/31/2013 2006 (1,200) 7/31/2013 1994 (1,234) 7/31/2013 1993 (1,124) 7/31/2013 2000 (894) 7/31/2013 1999 (800) 7/31/2013 1987 (491) 7/31/2013 1998 (910) 7/31/2013 2004 (605) 7/31/2013 1999 (848) 7/31/2013 1994 (605) 7/31/2013 1998 (1,001) 7/31/2013 2000 (631) 7/31/2013 1998 (1,168) 7/31/2013 2002 (1,255) 7/31/2013 1995 (788) 7/31/2013 1998 (722) 7/31/2013 1997 (568) 7/31/2013 1993 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Applebee's Tualatin Applebee's Richland Applebee's Vancouver Arby's Arby's Arby's Arby's Arby's Arby's Arby's Hopkinsville KY Apopka Atlanta Grandville Wyoming Chattanooga Memphis Bojangles Denver Bojangles Statesville Bruegger's Bagels Durham Buffalo Wild Wings Langhorne Burger King Andalusia Burger King Atmore Burger King Brewton Burger King Dothan Burger King Dothan Burger King Enterprise Burger King Evergreen Burger King Monroeville Burger King Burger King Burger King Opp Troy Defuniak Springs Burger King Niceville Burger King Panama City Burger King Springfield Burger King Tallahassee Burger King Tallahassee Burger King Augusta Burger King Bainbridge Burger King Cairo OR WA WA FL GA MI MI TN TN NC NC NC PA AL AL AL AL AL AL AL AL AL AL FL FL FL FL FL FL GA GA GA — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,116 1,112 718 464 1,207 432 1,133 1,513 201 449 1,013 646 312 815 181 181 307 628 594 437 172 325 214 461 362 598 319 324 720 843 693 347 245 2,072 2,064 1,675 697 987 528 755 648 469 835 1,881 1,937 728 815 1,025 723 920 1,167 1,104 655 689 604 857 1,383 1,087 399 956 971 720 454 2,080 1,042 981 F-109 — — — — — — 1 — — — — — — — — — — (14) — — — — — — — — (640) — — — — — — 3,188 3,176 2,393 1,161 2,194 960 1,889 2,161 670 1,284 2,894 2,583 1,040 1,630 1,206 904 1,227 1,781 1,698 1,092 861 929 1,071 1,844 1,449 997 635 1,295 1,440 1,297 2,773 1,389 1,226 (712) 7/31/2013 2002 (709) 7/31/2013 2003 (575) 7/31/2013 2001 (221) 7/31/2013 1985 (313) 7/31/2013 1984 (168) 7/31/2013 1985 (240) 7/31/2013 1982 (206) 7/31/2013 1970 (149) 7/31/2013 1998 (265) 7/31/2013 1998 (597) 7/31/2013 1997 (615) 7/31/2013 1988 (231) 7/31/2013 1926 (280) 7/31/2013 1999 (325) 7/31/2013 2000 (230) 7/31/2013 2000 (292) 7/31/2013 1993 (370) 7/31/2013 1983 (350) 7/31/2013 1999 (208) 7/31/2013 1985 (219) 7/31/2013 1997 (192) 7/31/2013 1997 (272) 7/31/2013 1994 (439) 7/31/2013 1984 (345) 7/31/2013 1989 (127) 7/31/2013 1994 (136) 7/31/2013 1998 (308) 7/31/2013 1995 (228) 7/31/2013 1998 (144) 7/31/2013 1980 (660) 7/31/2013 1986 (331) 7/31/2013 1998 (311) 7/31/2013 1997 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Burger King Roswell Burger King Valdosta Burger King Des Moines Burger King Perry Burger King Red Oak Burger King Shenandoah Burger King Stuart Burger King Maywood GA GA IA IA IA IA IA IL Burger King Detroit MI Burger King Grand Rapids MI Burger King Hudsonville Burger King L'Anse Burger King Walker MI MI MI Burger King Hastings MN Burger King Clarksdale Burger King Cleveland Burger King Greenville Burger King Greenville Burger King Greenwood Burger King Grenada MS MS MS MS MS MS Burger King Philadelphia MS Burger King Yazoo City MS Burger King Blair Burger King Wahoo Burger King Nashua Burger King Dayton Burger King Harrisburg NE NE NH OH PA Burger King North Augusta SC Burger King North Augusta SC Burger King Gallatin Burger King Laredo Burger King Texas City Burger King Rhinelander TN TX TX WI — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 495 564 1,160 557 334 313 607 860 614 346 451 32 305 328 865 688 573 351 692 536 402 489 272 196 655 569 619 256 450 199 684 421 260 1,156 376 949 680 1,002 582 911 — — — — — — — 1,051 (357) 331 807 676 616 711 608 865 1,606 1,337 820 1,038 805 939 909 1,087 1,109 655 466 412 1,451 1,050 463 1,026 782 606 F-110 — — — — — 200 — — — — — — — — — — — — — — — — — 300 200 1,651 940 2,109 1,237 1,336 895 1,518 1,554 945 1,153 1,127 648 1,016 1,136 1,730 2,294 1,910 1,171 1,730 1,341 1,341 1,398 1,359 1,305 1,310 1,035 1,031 1,707 1,500 662 1,710 1,503 1,066 (367) 7/31/2013 1998 (119) 7/31/2013 1987 (301) 7/31/2013 1987 (216) 7/31/2013 1997 (318) 7/31/2013 1988 (185) 7/31/2013 1988 (289) 7/31/2013 1997 (194) 7/31/2013 2003 (105) 7/31/2013 1988 (256) 7/31/2013 1985 (215) 7/31/2013 1988 (196) 7/31/2013 1999 (226) 7/31/2013 1973 (211) 7/31/2013 1990 (275) 7/31/2013 1988 (510) 7/31/2013 1985 (424) 7/31/2013 2004 (260) 7/31/2013 1993 (329) 7/31/2013 1988 (255) 7/31/2013 1989 (298) 7/31/2013 1993 (288) 7/31/2013 1993 (345) 7/31/2013 1987 (352) 7/31/2013 1990 (208) 7/31/2013 2008 (148) 7/31/2013 1990 (131) 7/31/2013 1985 (460) 7/31/2013 1985 (333) 7/31/2013 1985 (147) 7/31/2013 1984 (325) 7/31/2013 2002 (285) 7/31/2013 1984 (192) 7/31/2013 1986 Property City State Castle Dental Murfreesboro TN Checkers Jacksonville Chevy's Miami Church's Chicken Atmore Church's Chicken Bay Minette Church's Chicken Flomaton Church's Chicken Jackson Church's Chicken Orlando Vacant Augusta Church's Chicken Augusta Church's Chicken Augusta Church's Chicken Charleston Church's Chicken Charleston Church's Chicken Columbia Church's Chicken Columbia Church's Chicken Greenville Church's Chicken Greenville Church's Chicken Church's Chicken North Charleston North Charleston Church's Chicken Orangeburg Church's Chicken Spartanburg Dairy Queen Woodville Denny's Fazoli's Scottsdale Carmel Golden Corral Wichita Golden Corral Baytown Hardee's Bremen Hardee's Akron Hardee's Jefferson Hardee's Minerva Hardee's Seville Hardee's Morristown Hardee's Springfield FL FL AL AL AL AL FL GA GA GA SC SC SC SC SC SC SC SC SC SC TX AZ IN KS TX GA OH OH OH OH TN TN Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 256 731 1,455 144 134 173 127 254 178 256 196 421 500 437 231 254 325 302 407 407 350 98 736 427 560 596 129 207 242 214 151 353 343 256 1,096 783 574 757 518 719 380 533 597 458 344 167 437 428 472 487 302 407 271 525 65 491 522 1,306 1,788 518 483 363 321 454 431 515 F-111 — — — — — — — — (591) — — — — (486) (393) — (458) — — (299) (432) — — — — — — — — — — — — 512 1,827 2,238 718 891 691 846 634 120 853 654 765 667 388 266 726 354 604 814 379 443 163 1,227 949 1,866 2,384 647 690 605 535 605 784 858 (88) 7/31/2013 1996 (348) 7/31/2013 1993 (269) 7/31/2013 1995 (182) 7/31/2013 1976 (240) 7/31/2013 2003 (164) 7/31/2013 1981 (228) 7/31/2013 1982 (121) 7/31/2013 1984 (9) 7/31/2013 1981 (189) 7/31/2013 1976 (145) 7/31/2013 1984 (109) 7/31/2013 1973 (53) 7/31/2013 1979 (13) 7/31/2013 1978 (12) 7/31/2013 1977 (150) 7/31/2013 2009 (15) 7/31/2013 1984 (96) 7/31/2013 1976 (129) 7/31/2013 1977 (12) 7/31/2013 1985 (18) 7/31/2013 1978 (21) 7/31/2013 1980 (169) 7/31/2013 1980 (166) 7/31/2013 1986 (414) 7/31/2013 2000 (567) 7/31/2013 1998 (164) 7/31/2013 1980 (153) 7/31/2013 1990 (115) 7/31/2013 1989 (102) 7/31/2013 1990 (144) 7/31/2013 1989 (137) 7/31/2013 1991 (163) 7/31/2013 1990 Property City State America's PowerSports, Inc. Round Rock IHOP Baytown Jack in the Box Cleburne TX TX TX Jack in the Box Missouri City TX Hooters Grand Prairie TX Johnny Carinos Midland Cork & Pig San Angelo Taco Bell / KFC Texarkana Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Dolton Elmhurst Hazel Crest Homewood Matteson Mattoon Taco Bell / KFC Oak Forest Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Kentucky Fried Chicken Rockford Springfield Springfield Westchester TX TX AR IL IL IL IL IL IL IL IL IL IL IL Taco Bell Crawfordsville IN Kentucky Fried Chicken Frankfort Taco Bell Hartford City Taco Bell Kokomo Taco Bell Lafayette Kentucky Fried Chicken Lebanon Taco Bell Noblesville Taco Bell Tipton Taco Bell / KFC Minden Taco Bell / KFC Shreveport Taco Bell / KFC Shreveport Taco Bell / KFC Shreveport Taco Bell / KFC Shreveport IN IN IN IN IN IN IN LA LA LA LA LA Taco Bell / KFC Mount Pleasant TX Encumbrances at December 31, 2019 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Initial Costs (1) Land 1,688 698 291 451 997 998 769 111 167 242 153 660 399 113 185 201 267 212 238 234 99 99 199 304 337 363 104 274 343 616 427 352 106 Buildings, Fixtures and Improvements 9,563 1,297 1,647 837 2,327 2,329 2,306 630 946 969 1,376 1,541 2,259 1,019 1,047 1,142 1,068 1,203 952 934 893 889 798 912 1,348 545 936 639 514 753 522 528 952 F-112 Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — 250 — 43 — — — — — — — — — — — — — — — — — — — — — — — — — — 11,251 (3,284) 7/31/2013 2008 1,995 1,938 1,288 3,574 3,327 3,118 741 1,113 1,211 1,529 2,201 2,658 1,132 1,232 1,343 1,335 1,415 1,190 1,168 992 988 997 1,216 1,685 908 1,040 913 857 (412) 7/31/2013 1998 (523) 7/31/2013 2000 (266) 7/31/2013 1991 (817) 7/31/2013 2001 (800) 7/31/2013 2000 (798) 7/31/2013 2005 (200) 7/31/2013 1980 (300) 7/31/2013 1975 (307) 7/31/2013 1990 (437) 7/31/2013 1982 (489) 7/31/2013 1992 (717) 7/31/2013 1973 (323) 7/31/2013 1973 (332) 7/31/2013 1955 (362) 7/31/2013 1995 (339) 7/31/2013 1987 (382) 7/31/2013 1987 (302) 7/31/2013 1973 (296) 7/31/2013 1991 (283) 7/31/2013 1985 (282) 7/31/2013 1978 (253) 7/31/2013 1993 (290) 7/31/2013 1990 (428) 7/31/2013 1983 (173) 7/31/2013 2005 (297) 7/31/2013 1998 (203) 7/31/2013 1995 (163) 7/31/2013 1995 1,369 (239) 7/31/2013 1995 949 880 (166) 7/31/2013 1997 (168) 7/31/2013 1998 1,058 (302) 7/31/2013 1992 Property City State Taco Bell / KFC New Boston Taco Bell / KFC Green Bay Taco Bell / KFC Dunkirk Taco Bell / KFC Geneva TX WI NY NY Taco Bell / KFC Canonsburg PA Logan's Roadhouse Owasso Long John Silver's / A&W Merced Pizza Hut/WingStreet Eatonton Pizza Hut/WingStreet Greensboro Pizza Hut/WingStreet Salisbury Pizza Hut/WingStreet Norwalk Pizza Hut/WingStreet Batesburg Pizza Hut/WingStreet Cheraw Pizza Hut/WingStreet Columbia Pizza Hut/WingStreet Edgefield Pizza Hut/WingStreet Pageland Pizza Hut/WingStreet St. George Pizza Hut/WingStreet Saluda Pizza Hut/WingStreet Santee OK CA GA GA MD OH SC SC SC SC SC SC SC SC Pizza Hut/WingStreet West Columbia SC Pizza Hut/WingStreet Amarillo Pizza Hut/WingStreet Amarillo TX TX Pizza Hut/WingStreet Fort Stockton TX Pizza Hut/WingStreet Midland Pizza Hut/WingStreet Midland Pizza Hut/WingStreet Monahans Pizza Hut/WingStreet Odessa Pizza Hut/WingStreet Odessa Pizza Hut/WingStreet Odessa Pizza Hut/WingStreet Odessa Pizza Hut/WingStreet Odessa Pizza Hut/WingStreet Pecos Pizza Hut/WingStreet Ashland TX TX TX TX TX TX TX TX TX VA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 125 470 800 569 176 1,449 174 353 569 245 77 261 415 881 221 344 367 346 371 507 339 254 252 414 506 361 456 588 572 627 457 387 589 1,127 574 978 695 1,586 2,173 695 353 465 734 115 484 507 588 410 420 245 346 248 415 1,016 1,015 1,007 506 619 671 847 882 572 766 685 719 — — — — — (567) — — — — — — — — — — — — — — — — — — — — — — — — — — 1,093 (362) F-113 1,252 1,044 1,778 1,264 1,762 3,055 869 706 (358) 7/31/2013 1995 (182) 7/31/2013 1986 (310) 7/31/2013 2000 (221) 7/31/2013 1999 (503) 7/31/2013 1996 (447) 7/31/2013 2006 (221) 7/31/2013 1982 (112) 7/31/2013 1988 1,034 (148) 7/31/2013 1989 979 192 745 922 (233) 7/31/2013 1983 (37) 7/31/2013 1977 (154) 7/31/2013 1987 (161) 7/31/2013 1984 1,469 (186) 7/31/2013 1977 631 764 612 692 619 922 1,355 1,269 1,259 920 1,125 1,032 1,303 1,470 1,144 1,393 1,142 1,106 1,320 (130) 7/31/2013 1986 (133) 7/31/2013 1999 (78) 7/31/2013 1980 (110) 7/31/2013 1995 (79) 7/31/2013 1972 (132) 7/31/2013 1980 (323) 7/31/2013 1976 (322) 7/31/2013 1980 (319) 7/31/2013 2008 (161) 7/31/2013 1975 (196) 7/31/2013 1978 (213) 7/31/2013 1979 (269) 7/31/2013 1976 (280) 7/31/2013 1972 (182) 7/31/2013 1976 (243) 7/31/2013 1979 (217) 7/31/2013 1976 (228) 7/31/2013 1974 (27) 7/31/2013 1989 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Pizza Hut/WingStreet Bedford Pizza Hut/WingStreet Chester VA VA Pizza Hut/WingStreet Christiansburg VA Pizza Hut/WingStreet Clifton Forge VA Pizza Hut/WingStreet Colonial Heights Pizza Hut/WingStreet Hampton Pizza Hut/WingStreet Hopewell VA VA VA Pizza Hut/WingStreet Newport News VA Pizza Hut/WingStreet Newport News VA Pizza Hut/WingStreet Petersburg Pizza Hut/WingStreet Richmond Pizza Hut/WingStreet Richmond Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Popeyes Rally's Rally's Jacksonville Lakeland Orlando Eunice Ferguson St. Louis Omaha Omaha Nederland Orange Indianapolis Indianapolis Sonny's Real Pit BBQ Venice TGI Fridays Royal Palm Beach TGI Fridays Ann Arbor TGI Fridays Kentwood TGI Fridays Novi VA VA VA FL FL FL LA MO MO NE NE TX TX IN IN FL FL MI MI MI Wild Bill's Sports Salon Rochester MN China Town Buffet Bismarck Taco Bell Albertville Taco Bell Dora ND AL AL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 548 473 494 287 311 641 707 394 394 378 666 311 781 830 782 382 128 288 343 264 445 456 1,168 1,168 338 1,530 547 281 1,042 1,347 1,038 419 348 670 1,104 918 861 311 345 864 591 591 701 814 311 955 830 955 891 383 431 515 615 668 847 — — 507 1,530 1,640 2,533 1,042 1,102 1,928 778 813 F-114 (271) — (310) (271) (119) (137) (295) — — (216) (277) (126) — — — — — — — — — — — — — — — — — — — — (797) 947 1,577 1,102 877 503 849 (16) 7/31/2013 1977 (350) 7/31/2013 1983 (23) 7/31/2013 1982 (22) 7/31/2013 1978 (8) 7/31/2013 1991 (9) 7/31/2013 1977 1,276 (22) 7/31/2013 1985 985 985 863 1,203 496 1,736 1,660 1,737 1,273 511 719 858 879 1,113 1,303 1,168 1,168 845 3,060 2,187 2,814 2,084 2,449 2,966 1,197 364 (188) 7/31/2013 1969 (188) 7/31/2013 1970 (18) 7/31/2013 1979 (20) 7/31/2013 1978 (8) 7/31/2013 1991 (303) 7/31/2013 1955 (263) 7/31/2013 1999 (303) 7/31/2013 2004 (283) 7/31/2013 1986 (122) 7/31/2013 1984 (137) 7/31/2013 1978 (163) 7/31/2013 1996 (195) 7/31/2013 1985 (212) 7/31/2013 1988 (269) 7/31/2013 1984 — 7/31/2013 2005 — 7/31/2013 2005 (174) 7/31/2013 1978 (525) 7/31/2013 2001 (563) 7/31/2013 1998 (870) 7/31/2013 1983 (358) 7/31/2013 1994 (378) 7/31/2013 1993 (662) 7/31/2013 2000 (247) 7/31/2013 2000 — 7/31/2013 1995 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Taco Bell Warrior Taco Bell Winfield Taco Bell Suisun City Taco Bell Vacant Marion Dayton Qdoba Mexican Grill Hutchinson Taco Bueno Arlington Burger King Waco AL AL CA IN OH KS TX TX TitleMax Gainesville GA Tumbleweed Terre Haute IN Tumbleweed Louisville Tumbleweed Maysville Tumbleweed Owensboro KY KY KY Tumbleweed Bellefontaine OH Tumbleweed Springfield Tumbleweed Wooster Tumbleweed Zanesville Wendy's Auburn Wendy's Fayetteville Wendy's Little Rock Wendy's Orange Wendy's Lake Wales Wendy's Merritt Island OH OH OH AL AR AR CT FL FL Wendy's Ormond Beach FL Wendy's Titusville Wendy's Albany Vacant Hogansville Wendy's Morrow Wendy's Savannah Wendy's Bourbonnais Wendy's Joliet Wendy's Kankakee Wendy's Mokena FL GA GA GA GA IL IL IL IL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 364 278 355 496 129 561 597 595 221 434 468 353 355 234 549 342 639 718 463 532 1,343 975 720 503 414 414 240 755 720 346 642 250 665 675 834 1,419 921 732 841 895 892 270 1,303 1,404 823 1,420 938 1,280 799 1,491 1,333 463 650 1,641 1,462 589 503 770 1,656 1,359 922 720 1,039 963 1,419 997 F-115 (701) — — — (786) — — (842) — — — — — — — — — 1 — — — — — — — — (1,081) — — — — — — 338 1,112 1,774 1,417 75 1,402 1,492 645 491 1,737 1,872 1,176 1,775 1,172 1,829 1,141 2,130 2,052 926 1,182 2,984 2,437 1,309 1,006 1,184 2,070 518 1,677 1,440 1,385 1,605 1,669 1,662 — 7/31/2013 1996 (265) 7/31/2013 2008 (450) 7/31/2013 1986 (292) 7/31/2013 1994 — 7/31/2013 1995 (267) 7/31/2013 2000 (284) 7/31/2013 2000 (16) 7/31/2013 1995 (93) 7/31/2013 2007 (448) 7/31/2013 1997 (482) 7/31/2013 2001 (283) 7/31/2013 2000 (488) 7/31/2013 1997 (322) 7/31/2013 1999 (440) 7/31/2013 1998 (274) 7/31/2013 1997 (512) 7/31/2013 1998 (423) 7/31/2013 2000 (147) 7/31/2013 1989 (206) 7/31/2013 1978 (521) 7/31/2013 1995 (464) 7/31/2013 1999 (187) 7/31/2013 1990 (160) 7/31/2013 1984 (244) 7/31/2013 1996 (525) 7/31/2013 1995 (25) 7/31/2013 1985 (293) 7/31/2013 1990 (229) 7/31/2013 2001 (330) 7/31/2013 1993 (306) 7/31/2013 1977 (450) 7/31/2013 2005 (316) 7/31/2013 1992 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Wendy's Anderson Wendy's Anderson Wendy's Connersville Wendy's Richmond Wendy's Richmond Popeyes Eatontown Wendy's Auburn Wendy's Binghamton Wendy's Corning Wendy's Cortland Wendy's Endicott Wendy's Horseheads Wendy's Owego Wendy's Centerville Wendy's Cincinnati Wendy's Dayton Wendy's Fairborn Wendy's Fairborn Wendy's Fairfield Wendy's Hamilton Wendy's Lancaster Wendy's Miamisburg Wendy's Middletown Wendy's Middletown Wendy's Middletown IN IN IN IN IN NJ NY NY NY NY NY NY NY OH OH OH OH OH OH OH OH OH OH OH OH Wendy's Saint Bernard OH Wendy's Springboro OH Wendy's West Carrollton OH Wendy's West Chester OH Wendy's West Chester OH Wendy's Wintersville Wendy's Enid Wendy's Ponca City OH OK OK — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 505 584 324 735 661 651 465 293 191 635 313 72 101 615 939 723 629 604 794 908 552 888 755 752 494 432 891 708 944 616 621 158 529 757 713 1,298 1,716 992 796 1,085 879 1,717 952 1,253 1,369 1,915 1,434 1,408 1,343 1,468 1,408 970 1,362 1,025 1,086 1,133 920 1,481 1,009 1,336 865 772 924 1,449 893 983 F-116 — — — — — — — — — — — — — — — — — — 1 — — — — — — — — — — — 1 — — 1,262 1,297 1,622 2,451 1,653 1,447 1,550 1,172 1,908 1,587 1,566 1,441 2,016 2,049 2,347 2,066 2,097 2,012 1,765 2,270 1,577 1,974 1,888 1,672 1,975 1,441 2,227 1,573 1,716 1,540 2,071 1,051 1,512 (240) 7/31/2013 1995 (226) 7/31/2013 1976 (412) 7/31/2013 1989 (544) 7/31/2013 1989 (315) 7/31/2013 1989 (253) 7/31/2013 1987 (344) 7/31/2013 1977 (279) 7/31/2013 1978 (545) 7/31/2013 1996 (302) 7/31/2013 1984 (398) 7/31/2013 1987 (434) 7/31/2013 1982 (608) 7/31/2013 1989 (455) 7/31/2013 1997 (447) 7/31/2013 1980 (426) 7/31/2013 1977 (466) 7/31/2013 1999 (447) 7/31/2013 1992 (308) 7/31/2013 1981 (432) 7/31/2013 2002 (325) 7/31/2013 1984 (345) 7/31/2013 1995 (359) 7/31/2013 1995 (292) 7/31/2013 1995 (470) 7/31/2013 1977 (320) 7/31/2013 1985 (424) 7/31/2013 1982 (275) 7/31/2013 1979 (245) 7/31/2013 1982 (293) 7/31/2013 2005 (460) 7/31/2013 1977 (284) 7/31/2013 2003 (312) 7/31/2013 1979 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Wendy's Sayre Wendy's Brentwood Wendy's Crossville Wendy's Manchester Wendy's Mcminnville PA TN TN TN TN Wendy's Murfreesboro TN Wendy's Nashville Wendy's Nashville TN TN Wendy's Corpus Christi TX Wendy's El Paso TX Wendy's Christiansburg VA Wendy's Hillsville Wendy's Lebanon Wendy's Wytheville Wendy's Beloit Wendy's Fitchburg Wendy's Germantown Wendy's Greenfield Wendy's Janesville Wendy's Kenosha Wendy's Kenosha Wendy's Madison Wendy's Milwaukee Wendy's Milwaukee Wendy's Milwaukee Wendy's New Berlin Wendy's Oak Creek Wendy's Sheboygan Wendy's West Allis VA VA VA WI WI WI WI WI WI WI WI WI WI WI WI WI WI WI Wendy's Bridgeport WV Wendy's Buckhannon WV Wendy's Parkersburg WV Wendy's Parkersburg WV — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 372 339 190 245 255 586 592 328 646 630 416 324 431 598 1,138 662 419 487 647 322 965 454 810 338 436 903 577 676 583 273 157 295 311 1,115 1,356 760 1,390 1,443 1,088 1,100 1,313 1,198 1,889 624 973 1,006 897 931 1,230 1,257 1,137 971 1,290 1,447 1,362 810 1,351 1,015 739 1,347 1,014 1,083 818 890 885 1,243 F-117 — — — — — — — — 1 — — — — — — — — — — — — — — — 1 — — — — — — — — 1,487 1,695 950 1,635 1,698 1,674 1,692 1,641 1,845 2,519 1,040 1,297 1,437 1,495 2,069 1,892 1,676 1,624 1,618 1,612 2,412 1,816 1,620 1,689 1,452 1,642 1,924 1,690 1,666 1,091 1,047 1,180 1,554 (354) 7/31/2013 1994 (430) 7/31/2013 1982 (241) 7/31/2013 1978 (441) 7/31/2013 1984 (458) 7/31/2013 2010 (345) 7/31/2013 1983 (349) 7/31/2013 1983 (417) 7/31/2013 1983 (381) 7/31/2013 1987 (599) 7/31/2013 1996 (198) 7/31/2013 1980 (309) 7/31/2013 2001 (319) 7/31/2013 1983 (285) 7/31/2013 2003 (295) 7/31/2013 2002 (390) 7/31/2013 2003 (399) 7/31/2013 1989 (361) 7/31/2013 2001 (308) 7/31/2013 1991 (409) 7/31/2013 1984 (459) 7/31/2013 1986 (432) 7/31/2013 1998 (257) 7/31/2013 1979 (429) 7/31/2013 1985 (323) 7/31/2013 1983 (234) 7/31/2013 1983 (428) 7/31/2013 1999 (322) 7/31/2013 1995 (344) 7/31/2013 1984 (260) 7/31/2013 1984 (283) 7/31/2013 1987 (281) 7/31/2013 1979 (395) 7/31/2013 1977 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Wendy's Parkersburg WV Wendy's Saint Marys WV Wendy's Vienna WV Whataburger Edna Whataburger Lubbock Kentucky Fried Chicken Kentucky Fried Chicken Warren New Kensington TX TX OH PA China Wok Springfield MO Torchy's Tacos Dollar Tree/Family Dollar Waco Plano DaVita Dialysis St. Pauls Dollar General Elkview Dollar General Doolittle Dollar General Malden Dollar General Amarillo Dollar General Mercedes Dollar General Annandale Walgreens Baltimore Dollar Tree/Family Dollar Etoile Dollar General Avinger Dollar General Amarillo Dollar General Boling Dollar General Ganado Dollar General San Antonio Dollar General South Pekin FedEx Tinicum Dollar General Brookeland Mattress Firm Rock Hill Dollar General Rolla Dollar General Mahomet TX TX NC WV MO MO TX TX MN MD TX TX TX TX TX TX IL PA TX SC MO IL Dollar General Pequot Lakes MN Dollar General Savannah MO Dollar General San Benito TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 241 70 301 290 432 426 324 753 595 468 138 274 137 108 153 215 212 964 1,322 702 869 647 640 487 753 893 869 1,246 823 778 974 866 859 848 1,185 2,764 850 830 877 831 857 776 933 45 44 97 92 95 333 104 — 93 385 209 292 155 270 202 — — — — — (421) (260) (973) — — — — — — — — — — — — — — — — — 1,205 1,392 1,003 1,159 1,079 645 551 533 1,488 1,337 1,384 1,097 915 1,082 1,019 1,074 1,060 3,949 895 874 974 923 952 1,109 1,037 (306) 7/31/2013 1996 (419) 7/31/2013 2001 (223) 7/31/2013 1976 (276) 7/31/2013 1986 (205) 7/31/2013 1992 (66) 7/31/2013 1987 (57) 7/31/2013 1967 (11) 7/31/2013 2006 (283) 7/31/2013 2000 (278) 8/1/2013 2013 (343) 8/2/2013 2006 (263) 8/2/2013 2013 (249) 8/2/2013 2013 (311) 8/2/2013 2013 (277) 8/2/2013 2013 (275) 8/2/2013 2013 (271) 8/2/2013 2013 (943) 8/6/2013 2000 (272) 8/6/2013 2013 (265) 8/8/2013 2013 (280) 8/13/2013 2013 (266) 8/13/2013 2013 (274) 8/13/2013 2013 (248) 8/13/2013 2013 (298) 8/14/2013 2013 32,180 549 32,729 (11,607) 8/15/2013 2013 840 898 835 877 880 811 807 F-118 — — — — — — — 933 1,283 1,044 1,169 1,035 1,081 1,009 (269) 8/15/2013 2013 (287) 8/21/2013 2008 (267) 8/21/2013 2013 (280) 8/22/2013 2013 (281) 8/22/2013 2013 (259) 8/23/2013 2013 (258) 8/23/2013 2013 Property City State Advance Auto Parts Fort Atkinson WI FedEx Lebanon Dollar General Diana Dollar General Lubbock Dollar General Cedar Falls OH TX TX IA Marble Hill MO Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Applebee's Applebee's Des Moines Thorp Oxford Pueblo IA WI AL CO CO Applebee's Thornton Applebee's Garden City ID Applebee's Roseburg Applebee's Vancouver Bandana's Bar-B-Q Restaurant Fenton Johnny Carinos Columbus Johnny Carinos Muncie Applebee's Gresham OR WA MO IN IN OR Applebee's Alamogordo NM Dollar General Sand Springs OK Dollar General Sand Springs OK Dollar General Sand Springs OK Dollar General Staples MN Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Greensburg Centerville Lumberton Jackson Dollar General Lexington Dollar Tree/Family Dollar Carlin KS TX NC MI MO NV Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Cold Springs NV Mountain View WY Clarendon TX TX 24 Hour Fitness Woodlands Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) 353 1,492 186 199 96 38 152 90 1,162 752 681 628 717 791 470 809 540 853 271 143 43 198 150 80 226 151 93 149 99 217 44 83 824 8,452 743 796 862 719 863 810 2,157 2,257 2,043 2,512 1,673 1,846 314 1,888 2,160 2,560 2,438 811 819 791 848 718 679 603 525 846 895 869 838 749 — — — — — — 5 — — — — — — 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Accumulated Depreciation Date Acquired Date of Construction (263) 8/26/2013 2004 (3,190) 8/26/2013 2013 (238) 8/27/2013 2013 (254) 8/28/2013 2013 (275) 8/28/2013 2013 (230) 8/29/2013 2013 (277) 8/30/2013 2013 (259) 8/30/2013 2013 (711) 8/30/2013 1995 (769) 8/30/2013 1998 (696) 8/30/2013 1994 (856) 8/30/2013 2003 (570) 8/30/2013 2000 (629) 8/30/2013 2001 (107) 8/30/2013 1986 (643) 8/30/2013 2004 (736) 8/30/2013 2003 (872) 8/30/2013 2004 (831) 8/30/2013 2000 (257) 9/3/2013 2013 (260) 9/3/2013 2013 (251) 9/3/2013 2012 (269) 9/4/2013 2013 (228) 9/9/2013 2012 (215) 9/10/2013 2013 (191) 9/11/2013 2005 (167) 9/12/2013 2007 (268) 9/13/2013 2013 (284) 9/13/2013 2012 1,177 9,944 929 995 958 757 1,020 900 3,319 3,009 2,724 3,140 2,390 2,638 784 2,697 2,700 3,413 2,709 954 862 989 998 798 905 754 618 995 994 1,086 (276) 9/13/2013 2013 882 832 (266) 9/13/2013 2013 (238) 9/17/2013 2013 2,690 7,463 215 10,368 (2,861) 9/24/2013 2002 F-119 Property City State Citizens Bank Warwick RI The UPS Store Elizabethtown KY Dollar General Milaca Dollar General Chelyan Walgreens Orlando MN WV FL Dollar Tree/Family Dollar Intrnatnl Falls MN First Bank Lake Mary Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — 5,025 3,015 5,045 5,226 4,724 — 2,258 4,020 4,121 3,719 4,355 5,695 5,360 3,015 2,781 3,719 3,920 4,925 2,446 3,082 2,613 3,538 2,312 2,814 4,147 1,870 1,460 102 273 1,007 32 1,230 1,511 901 1,890 2,493 2,163 1,998 587 2,385 1,895 2,439 1,142 1,873 1,757 1,022 378 975 1,029 1,295 950 1,209 1,190 1,390 846 915 2,453 8,828 10,336 697 777 11,395 (2,842) 9/24/2013 1995 12,573 (3,648) 9/24/2013 2001 — — — — 4 4 15 16 17 19 15 16 16 16 16 15 16 14 15 15 17 17 17 16 15 15 16 15 15 15 1,018 1,365 2,876 640 2,738 6,048 3,620 6,315 7,140 6,198 8,008 2,950 5,316 5,430 4,894 5,725 7,508 7,042 4,104 3,797 4,891 5,164 6,490 3,182 4,046 3,415 4,649 3,398 3,674 6,147 (290) 9/24/2013 2013 (346) 9/27/2013 2013 (633) 9/30/2013 1996 (193) 9/30/2013 1966 (454) 10/1/2013 1990 (1,527) 10/1/2013 2012 (912) 10/1/2013 2012 (1,485) 10/1/2013 2012 (1,560) 10/1/2013 2012 (1,353) 10/1/2013 2012 (2,018) 10/1/2013 2011 (792) 10/1/2013 2012 (983) 10/1/2013 2012 (1,186) 10/1/2013 2012 (823) 10/1/2013 2012 (1,538) 10/1/2013 2012 (1,892) 10/1/2013 2012 (1,775) 10/1/2013 2012 (1,034) 10/1/2013 2012 (1,147) 10/1/2013 2011 (1,314) 10/1/2013 2011 (1,387) 10/1/2013 2011 (1,744) 10/1/2013 2012 (748) 10/1/2013 2010 (951) 10/1/2013 2012 (745) 10/1/2013 2011 (1,093) 10/1/2013 2011 (855) 10/1/2013 2011 (925) 10/1/2013 2011 (1,239) 10/1/2013 2011 916 1,092 1,869 608 1,504 4,533 2,704 4,409 4,630 4,016 5,995 2,347 2,915 3,519 2,439 4,568 5,619 5,271 3,067 3,404 3,899 4,118 5,178 2,216 2,822 2,210 3,243 2,537 2,744 3,679 F-120 FL AZ AZ CA CA CA CT FL LA LA Phoenix Phoenix Fresno Palmdale Sacramento Norwich Lakeland Mandeville Metairie New Orleans LA Slidell Hingham Malden St. Joseph Beaufort LA MA MA MO NC Albuquerque NM Albuquerque NM Las Cruces NM Tulsa Jackson Knoxville Converse Dumas Elsa Ft . Worth OK TN TN TX TX TX TX CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS CVS Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction CVS CVS CVS CVS CVS CVS CVS CVS CVS San Antonio San Antonio San Antonio San Juan Norfolk Portsmouth Roanoke TX TX TX TX VA VA VA Virginia Beach VA Williamsburg VA First Bank Pinellas Park FL Huntington National Bank Huntington National Bank Jefferson Conneaut Morgan's Foods Pittsburgh OH OH PA Morgan's Foods Benwood WV Mattress Firm Daphne Bojangles Troutman AL NC Bojangles Fountain Inn SC Dollar General Adams MA Dollar General Modena Tractor Supply Mims Tractor Supply Plaistow FedEx London Dollar General Hawley Dollar General Weslaco Dollar General Billings Dollar General Texarkana NY FL NH KY MN TX MO TX Dollar Tree/Family Dollar University Park IL Dollar General Roseau Dollar General Lytle MN TX Dollar General New Braunfels TX Academy Sports + Outdoors Academy Sports + Outdoors Mobile Smyrna Abbott Laboratories Waukegan AL TN IL 3,806 4,422 2,660 2,345 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,996 2,034 868 610 697 1,230 825 683 907 630 255 205 180 123 528 718 287 254 249 310 638 350 89 205 139 136 295 143 243 156 1,311 2,109 4,734 2,993 3,778 2,605 2,441 2,789 3,690 2,474 3,868 5,137 1,470 765 477 269 287 1,233 1,077 1,150 1,016 996 2,787 2,552 3,151 803 822 790 772 688 808 971 883 7,431 8,434 16 15 16 15 15 16 14 14 15 4 7 7 3 4 — — — — — — — — — — — — — — — — — — 5,005 5,827 3,489 3,066 3,501 4,936 3,313 4,565 6,059 2,104 1,027 689 452 414 1,761 1,795 1,437 1,270 1,245 3,097 3,190 3,501 892 1,027 929 908 983 951 1,214 1,039 8,742 (1,009) 10/1/2013 2011 (1,273) 10/1/2013 2011 (879) 10/1/2013 2012 (823) 10/1/2013 2012 (940) 10/1/2013 2011 (1,243) 10/1/2013 2012 (834) 10/1/2013 2011 (1,303) 10/1/2013 2012 (1,730) 10/1/2013 2011 (443) 10/1/2013 1980 (231) 10/1/2013 1963 (145) 10/1/2013 1971 (84) 10/1/2013 1995 (89) 10/1/2013 1995 (388) 10/1/2013 2013 (419) 10/10/2013 2012 (447) 10/10/2013 2012 (320) 10/10/2013 2012 (314) 10/10/2013 2012 (778) 10/10/2013 2012 (712) 10/10/2013 2012 (1,102) 10/11/2013 2013 (253) 10/16/2013 2013 (259) 10/16/2013 2013 (249) 10/17/2013 2013 (243) 10/25/2013 2013 (217) 10/29/2013 2013 (254) 10/30/2013 2013 (306) 10/30/2013 2013 (278) 10/30/2013 2013 (2,072) 11/1/2013 2012 10,543 (2,351) 11/1/2013 2012 21,319 1,960 28,013 (6,551) 11/5/2013 1980 F-121 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Aetna Life Insurance Fresno amec AT&T Houston Richardson Becton Dickinson San Antonio Bunge North America Fort Worth Cadbury Whippany All About Cha Tulsa Comcast Englewood Cooper Tires Franklin Crozer-Keystone HealthSystem Ridley Park Bob's Stores Randolph Peraton Herndon CA TX TX TX TX NJ OK CO IN PA MA VA Farmers Insurance Mercer Island WA GM Financial Arlington General Service Administration Ponce MDC Holdings Inc. Denver TX PR CO PA — — 10,630 8,894 — — — — 14,385 — — — — — — — — Giant Lowe's Levittown 4,716 9,955 New Orleans LA 11,555 10,315 20,728 Metro by T-Mobile Richardson Michelin Louisville Pearson Lawrence TX KY KS BHC Marketing The Woodlands TX Pulte Mortgage Englewood CO Teva Pharmaceuticals Malvern Tiffany & Co. Parsippany Time Warner Cable Milwaukee T-Mobile Nashville Mars Petcare Columbia PA NJ WI TN SC 7,316 — — — — — — — — — APG Polytech The Woodlands TX 14,391 The Vitamin Shoppe Ashland Walgreens Portsmouth Dollar General Joplin Dollar General Laurie VA VA MO MO — — — — 1,292 1,120 2,548 4,724 2,563 2,666 2,248 3,081 1,190 1,875 5,219 2,399 730 144 102 3,405 2,524 1,891 1,666 1,100 2,767 1,253 1,490 4,438 — 2,840 1,384 22,343 30,398 31,118 19,092 8,433 2,937 28,685 (3,888) 11/5/2013 1969 1 728 94 — 32,923 (8,782) 11/5/2013 1998 33,737 (9,055) 11/5/2013 1986 20,852 (5,365) 11/5/2013 2008 9,533 (2,610) 11/5/2013 2005 38,018 (22,414) 18,371 — 11/5/2013 2004 70,274 1,868 73,395 (19,571) 11/5/2013 1995 5,060 33,994 6,114 6,826 8 — (5,092) 276 6,558 (1,553) 11/5/2013 1999 38,432 (11,784) 11/5/2013 2009 1,022 9,942 (20) 11/5/2013 1976 (2,280) 11/5/2013 1965 53,584 (12,143) 42,825 (2,634) 11/5/2013 1999 24,285 28,210 35,553 7,901 1,780 — — 52,495 (7,934) 11/5/2013 1982 43,454 (10,426) 11/5/2013 1998 9,313 (5,494) 5,599 (174) 11/5/2013 1995 12,648 66,398 1,921 80,967 (18,820) 11/5/2013 2001 — — 769 — 14,671 (2,842) 11/5/2013 2006 31,043 (5,918) 11/5/2013 2005 21,667 (5,703) 11/5/2013 1986 8,883 (2,691) 11/5/2013 2011 19,606 7,763 18,057 (3,435) 17,170 (2,605) 11/5/2013 1997 40,332 22,026 28 475 45,084 (11,004) 11/5/2013 2009 25,064 (6,355) 11/5/2013 2009 40,981 (6,124) 37,523 (5,300) 11/5/2013 1999 81,081 22,512 15,847 19,591 19,196 19,663 3,311 816 918 F-122 — 83,329 (28,106) 11/5/2013 1997 1,095 1,428 26,688 (6,661) 11/5/2013 2001 18,465 (4,683) 11/5/2013 2002 (984) 20,482 (4,391) 11/5/2013 2014 7,862 32,277 (4,214) 11/5/2013 2014 — — — — 22,062 (6,816) 11/5/2013 2013 4,041 960 1,020 (1,105) 11/5/2013 1998 (255) 11/12/2013 2013 (287) 11/15/2013 2013 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar General San Juan Dollar Tree/Family Dollar Oakwood Dollar General Kyle Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Lombard Markesan TX TX TX IL WI Cincinnatus NY Dollar Tree/Family Dollar Remus Bank of America Merced Bank of America Asheville Bank of America Charlotte Vacant Grants Pass Old Country Buffet Burbank Home Town Buffet Rialto Vacant San Luis Obispo Home Town Buffet Santa Maria Vacant Lone Tree Home Town Buffet Newark MI CA NC NC OR CA CA CA CA CO DE United Buffet and Grille Hagerstown MD Fire Mountain Buffet Summerville SC Home Town Buffet Union Gap WA Fire Mountain Buffet Charleston Ryan's Buffet Clarksburg General Electric Longmont Goodyear Stockbridge Goodyear DeKalb WV WV CO GA IL Goodyear Lockbourne OH Goodyear Goodyear York Terrell PA TX Goodyear McDonough GA PNC Bank Woodbury Walgreens Talladega Walgreens Tucker NJ AL GA Walgreens Dover-foxcroft ME — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 169 133 101 1,008 92 287 49 512 383 62 393 246 265 195 191 196 177 244 245 253 243 — 1,402 1,222 4,476 3,107 1,980 2,516 1,797 465 377 793 256 956 752 910 543 831 862 992 2,195 195 642 2,979 1,309 1,261 1,013 1,006 1,014 1,129 1,306 1,308 1,320 1,305 1,639 — — — — — — — 383 — — 1,125 885 1,011 1,551 923 1,149 1,041 3,090 578 704 (299) 11/15/2013 2013 (235) 11/20/2013 2013 (282) 12/6/2013 2013 (168) 12/12/2013 1967 (258) 12/12/2013 2013 (267) 12/30/2013 2013 (322) 1/2/2014 2012 (730) 1/8/2014 1980 (63) 1/8/2014 1993 (204) 1/8/2014 1983 (1,271) 2,101 (15) 1/8/2014 1963 (1,093) (1,046) (844) (763) (1,070) (739) (1,506) (1,241) (1,223) (1,228) (1,306) 462 480 364 434 140 567 44 312 350 320 333 (137) 1/8/2014 2001 (213) 1/8/2014 1998 (294) 1/8/2014 2000 (117) 1/8/2014 2002 (45) 1/8/2014 1995 (203) 1/8/2014 1983 (25) 1/8/2014 2001 (90) 1/8/2014 1997 (136) 1/8/2014 2002 (112) 1/8/2014 2000 (106) 1/8/2014 2001 15,640 1,260 18,302 (5,687) 1/8/2014 1993 32,119 44,516 28,868 53,396 34,804 21,264 2,633 1,311 1,419 2,659 F-123 — 395 — 366 — — — — — 22 33,341 (11,514) 1/8/2014 1995 49,387 (15,948) 1/8/2014 1999 31,975 (9,933) 1/8/2014 1998 55,742 (18,132) 1/8/2014 2001 37,320 (12,449) 1/8/2014 1998 23,061 (7,402) 1/8/2014 1995 3,098 1,688 2,212 2,937 (831) 1/8/2014 1971 (441) 1/8/2014 1997 (474) 1/8/2014 1996 (902) 1/8/2014 1999 Property City State Walgreens Fort Fairfield ME Walgreens Fort Kent Dollar General Van Buren Walgreens Burlington Rite Aid Rite Aid Rite Aid Popeyes Popeyes Popeyes Popeyes Bristol Winchester Meadville Carol City Pensacola Tampa Grenada Sovereign Bank Linden ME ME NC NH NH PA FL FL FL MS NJ Sovereign Bank Kennett Square PA State of Colorado Longmont CO US Bank Garfield Height OH Vacant Bristol United Way Lebanon Walgreens Tulsa Sam's Club Hoover Home Depot Las Vegas Home Depot Odessa Home Depot San Diego Lowe's Las Vegas PA PA OK AL NV TX CA NV Wal-Mart Albuquerque NM Wal-Mart Las Vegas NV Academy Sports + Outdoors Academy Sports + Outdoors LA Fitness Aaron's Aaron's Aaron's Aaron's Aaron's Bossier City Laredo Carmel Oxford Indianapolis Minden Shawnee Meadville LA TX IN AL IN LA OK PA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 117 387 115 973 395 343 193 423 301 216 77 601 837 1,150 165 114 80 1,147 2,253 7,907 1,599 12,518 11,499 10,991 17,038 2,906 2,782 1,457 278 235 323 303 237 1,821 2,064 1,720 2,726 1,461 1,868 2,521 1,090 673 508 458 2,329 2,412 9,067 1,016 81 435 2,904 9,606 — — — — — — 6,555 8,111 9,562 748 1,071 1,043 1,135 1,224 F-124 76 — (1,009) (2,123) 53 — — — — — — — — 2,014 2,451 826 1,576 1,909 2,211 2,714 1,513 974 724 535 2,930 3,249 (621) 1/8/2014 1998 (691) 1/8/2014 1999 (57) 1/8/2014 1998 (35) 1/8/2014 2000 (498) 1/8/2014 1997 (632) 1/8/2014 1998 (836) 1/8/2014 1999 (341) 1/8/2014 1979 (211) 1/8/2014 2001 (160) 1/8/2014 1981 (144) 1/8/2014 2007 (721) 1/8/2014 1945 (741) 1/8/2014 1963 6,023 16,240 (4,235) 1/8/2014 1988 — 118 89 — — — — — — — — — — — — — — — — 1,181 (332) 1/8/2014 1958 313 604 (40) 1/8/2014 1818 (146) 1/8/2014 1995 4,051 (869) 2/7/2014 2001 11,859 (2,573) 2/7/2014 1989 7,907 1,599 12,518 11,499 10,991 17,038 — — — — — — 2/7/2014 1998 2/7/2014 1998 2/7/2014 1998 2/7/2014 2002 2/7/2014 2008 2/7/2014 2001 9,461 (1,904) 2/7/2014 2008 10,893 (2,110) 2/7/2014 2008 11,019 (2,788) 2/7/2014 2008 1,026 1,306 1,366 1,438 1,461 (211) 2/7/2014 1989 (299) 2/7/2014 1998 (351) 2/7/2014 2008 (343) 2/7/2014 2008 (362) 2/7/2014 1994 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Aaron's Aaron's Aaron's Gildan Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Academy Sports + Outdoors Academy Sports + Outdoors Humble Mexia Odessa North Charleston Statesboro Mansura Battle Creek Columbia Chattanooga Killeen Livingston Pasadena El Dorado Pensacola TX TX TX SC GA LA MI SC TN TX TX TX AR FL Benton Harbor MI Copperas Cove TX Haltom City Port Lavaca Texas City Richmond Montgomery Fort Worth TX TX TX VA AL TX OK OK GA NC Walgreens Edmond Walgreens Stillwater Cracker Barrel Columbus Cracker Barrel Greensboro Cracker Barrel Rocky Mount NC Cracker Barrel Fort Mill Cracker Barrel Piedmont Cracker Barrel Abilene Cracker Barrel San Antonio Cracker Barrel Sherman Cracker Barrel Bristol SC SC TX TX TX VA — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 548 126 99 2,193 351 81 286 576 480 815 173 444 238 159 217 423 858 160 275 508 1,869 2,072 697 368 912 1,632 1,274 1,301 1,630 1,374 1,725 557 1,241 1,146 1,186 768 4,636 1,163 497 843 1,010 1,075 3,244 1,498 1,231 743 924 924 1,341 1,024 1,274 2,156 1,435 6,385 8,329 4,287 4,368 3,153 2,495 2,334 2,721 2,927 2,933 3,005 3,744 1,703 F-125 — — — — — — — (41) — — — — — — — — — — — — — — 1 87 — — — — — — — — — 1,694 1,312 867 6,829 1,514 578 1,129 1,545 1,555 4,059 1,671 1,675 981 1,083 1,141 1,764 1,882 1,434 2,431 1,943 8,254 (334) 2/7/2014 2008 (341) 2/7/2014 2007 (227) 2/7/2014 2006 (1,422) 2/7/2014 2008 (340) 2/7/2014 2008 (160) 2/7/2014 2000 (244) 2/7/2014 1995 (289) 2/7/2014 1977 (283) 2/7/2014 1989 (925) 2/7/2014 1981 (427) 2/7/2014 2008 (358) 2/7/2014 2009 (232) 2/7/2014 2000 (263) 2/7/2014 1979 (270) 2/7/2014 1997 (383) 2/7/2014 2007 (320) 2/7/2014 2008 (368) 2/7/2014 2007 (613) 2/7/2014 2008 (465) 2/7/2014 1988 (1,984) 2/7/2014 2009 10,401 (2,105) 2/7/2014 2009 4,985 4,823 4,065 4,127 3,608 4,022 4,557 4,307 4,730 4,301 2,944 (1,287) 2/7/2014 2000 (1,315) 2/7/2014 2000 (983) 2/7/2014 2003 (808) 2/7/2014 2005 (776) 2/7/2014 2006 (890) 2/7/2014 2006 (954) 2/7/2014 2005 (956) 2/7/2014 2005 (922) 2/7/2014 2005 (1,168) 2/7/2014 2007 (671) 2/7/2014 2006 LA Fitness Glendale AZ 3,001 Property City State Cracker Barrel Waynesboro VA Kohl's Tavares Tractor Supply Roswell Tractor Supply Edinburg Tractor Supply Del Rio Harris Teeter Durham Kohl's CVS Monrovia Edinburg FL NM TX TX NC CA TX Best Buy Bourbonnais IL Best Buy Coral Springs FL CVS Sparks NV Walgreens Spearfish Tractor Supply St. John Tractor Supply Irmo Home Depot Tucson Advance Auto Parts Webster Advance Auto Parts Houston Advance Auto Parts Humble Publix Birmingham Advance Auto Parts Deer Park Advance Auto Parts Houston Advance Auto Parts Houston Advance Auto Parts Kingwood SD IN SC AZ TX TX TX AL TX TX TX TX Lowe's Kansas CIty MO LA Fitness Spring Kohl's Columbia Advance Auto Parts Lubbock Advance Auto Parts Huntsville Walgreens Twin Falls TX SC TX TX ID Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,536 4,173 947 768 927 3,239 8,052 1,179 1,724 2,177 2,715 486 1,116 1,715 725 6,251 385 285 420 934 295 225 189 419 3,729 1,970 1,532 265 327 — — — — — — — — — 20 — — — — 62 — — (8) — 165 — — — — — — — — — — 3,025 4,173 3,128 3,931 2,971 3,239 (703) 2/7/2014 2004 — 2/7/2014 2008 (544) 2/7/2014 2009 (735) 2/7/2014 2009 (493) 2/7/2014 2009 — 2/7/2014 2009 15,943 (2,175) 2/7/2014 1982 4,239 6,880 9,765 7,558 6,380 5,274 5,112 2,958 6,251 1,837 1,682 1,824 7,476 1,802 1,518 1,855 1,811 3,729 (958) 2/7/2014 2008 (1,747) 2/7/2014 1991 (2,417) 2/7/2014 2005 (1,633) 2/7/2014 1993 (1,786) 2/7/2014 2009 (1,252) 2/7/2014 2008 (868) 2/7/2014 2007 (551) 2/7/2014 2009 — 2/7/2014 2005 (387) 2/7/2014 2008 (376) 2/7/2014 2006 (376) 2/7/2014 2007 (1,877) 2/7/2014 2004 (401) 2/7/2014 2008 (346) 2/7/2014 2008 (442) 2/7/2014 2008 (373) 2/7/2014 2009 — 2/7/2014 2009 11,260 (2,652) 2/7/2014 2006 16,093 (3,432) 2/7/2014 2007 1,524 1,605 5,052 (341) 2/7/2014 2008 (342) 2/7/2014 2008 (1,201) 2/7/2014 2009 1,489 — 2,181 3,163 2,044 — 7,891 3,060 5,156 7,568 4,843 5,894 4,158 3,397 2,171 — 1,452 1,405 1,404 6,377 1,507 1,293 1,666 1,392 — 9,290 14,561 1,259 1,278 3,896 F-126 2,286 1,156 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction CVS Meridianville AL 1,870 O'Reilly Auto Parts New Roads LA Tractor Supply Sicklerville Walgreens South Bend Kum & Go Tipton Kum & Go Story City Walgreens St. Charles Walgreens South Elgin FedEx Effingham NJ IN IA IA IL IL IL LA Fitness Highland CA Walgreens Framingham MA Walgreens Appleton Walgreens Appleton Walgreens Durham Walgreens Fort Mill Walgreens Winterville Walgreens Lancaster Kum & Go West Branch WI WI NC SC NC SC IA Walgreens Cleveland OH O'Reilly Auto Parts Breaux Bridge LA Cigna Plano Walgreens Baytown Walgreens Omaha Walgreens North Platte Walgreens Kingman Walgreens Augusta Cargill Blair LA Fitness Denton O'Reilly Auto Parts La Place TX TX NE NE AZ ME NE TX LA Walgreens North Mankato MN Kohl's McAllen TX — — 2,932 — — 1,905 2,124 6,607 4,411 2,863 1,764 2,572 2,871 — 2,844 2,797 — 2,530 — — 2,327 2,421 — 2,817 2,967 2,364 3,716 — 2,378 3,375 1,045 175 1,931 1,240 507 223 1,472 1,710 1,875 2,274 2,103 975 1,198 1,441 1,300 578 1,941 219 743 139 3,057 737 4,302 5,014 1,945 2,089 3,262 3,208 14,827 8,673 4,770 3,047 4,344 3,581 2,760 5,322 3,526 1,089 4,757 738 10,036 42,676 953 1,316 935 669 1,648 627 1,888 342 1,748 1,286 4,298 4,122 4,291 5,726 5,146 4,989 9,568 819 3,604 7,321 — — — 1 — — — — 34 — — — — — (233) — — — — — — 1 — 1 — — — 4,102 912 6,233 6,255 2,452 2,312 4,734 4,918 (988) 2/7/2014 2008 (221) 2/7/2014 2008 (1,027) 2/7/2014 2009 (1,530) 2/7/2014 2006 (702) 2/7/2014 2008 (632) 2/7/2014 2006 (957) 2/7/2014 2002 (980) 2/7/2014 2002 16,736 (3,896) 2/7/2014 2008 10,947 (2,772) 2/7/2014 2009 6,873 4,022 5,542 5,022 3,827 5,900 5,467 1,308 5,500 877 (1,393) 2/7/2014 2007 (919) 2/7/2014 2008 (1,315) 2/7/2014 2008 (1,178) 2/7/2014 2010 (917) 2/7/2014 2010 (1,664) 2/7/2014 2009 (1,183) 2/7/2014 2009 (329) 2/7/2014 1997 (1,457) 2/7/2014 2008 (220) 2/7/2014 2009 52,712 (11,617) 2/7/2014 2009 5,252 5,438 5,227 6,395 6,794 5,616 (1,263) 2/7/2014 2009 (1,252) 2/7/2014 2009 (1,317) 2/7/2014 2009 (1,699) 2/7/2014 2009 (1,589) 2/7/2014 2007 (1,232) 2/7/2014 2009 (6) 11,450 (2,740) 2/7/2014 2009 — — — 1,161 5,352 8,607 (241) 2/7/2014 2008 (1,095) 2/7/2014 2008 (1,872) 2/7/2014 2005 Austin Custom Winery Sunset Valley TX 16,393 14,283 28,351 3,071 45,705 (7,854) 2/7/2014 2007 Aaron's Valley AL — 141 827 — 968 (236) 2/7/2014 2009 F-127 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Aaron's Springdale Auburndale Redford AR FL MI Bowling Green OH North Olmsted OH Bloomsburg Mission Oneonta Lafayette Magnolia Kennett Charlotte Kent Marion Kingsville PA TX AL IN MS MO NC OH SC TX GA Home Depot Evans Walgreens Birmingham AL Northern Tool & Equipment CVS Ocala New Port Richey Advance Auto Parts Delaware Advance Auto Parts Canton Advance Auto Parts Twinsburg Advance Auto Parts Toledo Advance Auto Parts Holland Applebee's Marion FL FL OH OH OH OH OH IL Applebee's Joplin MO Applebee's Farmington MO Applebee's Rolla MO National Tire & Battery Nashville Kum & Go Sloan Tractor Supply Summerdale Tractor Supply Pearsall Walgreens Tucson TN IA AL TX AZ — — — — — — — 614 550 1,473 319 579 614 319 599 — 1,464 1,549 1,570 685 619 600 600 628 — — — — — — 1,136 1,127 513 1,351 125 326 218 224 324 205 404 287 203 308 245 100 345 4,583 996 1,693 1,149 502 443 486 116 131 855 754 574 671 603 447 276 318 — 1,234 F-128 916 5,127 698 928 753 856 954 1,080 652 2,791 473 1,201 1,080 685 1,040 — 3,005 2,727 2,966 1,274 1,206 1,004 1,375 1,453 1,527 1,829 2,242 2,272 1,373 2,162 2,470 2,551 5,143 — — — — — — — — — — — — — — — — 102 — — — — — — — — — — — — — — — — 1,429 6,478 823 1,254 971 1,080 1,278 1,285 1,056 3,078 676 1,509 1,325 785 1,385 4,583 4,103 4,420 4,115 1,776 1,649 1,490 1,491 1,584 2,382 2,583 2,816 2,943 1,976 2,609 2,746 2,869 6,377 Accumulated Depreciation Date Acquired Date of Construction (284) 2/7/2014 2009 (1,513) 2/7/2014 2009 (227) 2/7/2014 1972 (289) 2/7/2014 2009 (248) 2/7/2014 1960 (245) 2/7/2014 1996 (272) 2/7/2014 2009 (325) 2/7/2014 2008 (221) 2/7/2014 1989 (758) 2/7/2014 2000 (150) 2/7/2014 1999 (332) 2/7/2014 1994 (346) 2/7/2014 1999 (198) 2/7/2014 2008 (298) 2/7/2014 2009 — 2/7/2014 2009 (965) 2/7/2014 1999 (797) 2/7/2014 2008 (886) 2/7/2014 2004 (357) 2/7/2014 2008 (352) 2/7/2014 2008 (286) 2/7/2014 2009 (374) 2/7/2014 2009 (394) 2/7/2014 2008 (514) 2/7/2014 1998 (638) 2/7/2014 1994 (725) 2/7/2014 1999 (735) 2/7/2014 1997 (376) 2/7/2014 1978 (739) 2/7/2014 2008 (609) 2/7/2014 2010 (601) 2/7/2014 2009 (1,521) 2/7/2014 2003 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Walgreens Durham Walgreens Leland Walgreens Janesville Whole Foods Hinsdale FedEx Plattsburg Tractor Supply Kenedy Academy Sports + Outdoors Killeen O'Reilly Auto Parts Central FedEx Lafayette Experian Schaumburg Cracker Barrel Evans Tractor Supply Glenpool Tractor Supply Stillwater Tractor Supply Gibsonia Kohl's Rice Lake Walgreens Lancaster NC NC WI IL NY TX TX LA IN IL GA OK OK PA WI CA Walgreens Rocky Mount NC Tractor Supply Murphy Walgreens Beloit Tractor Supply Ballinger Igloo Katy AutoZone Hamilton AutoZone Mt. Orab AutoZone Blanchester AutoZone Trenton AutoZone Nashville Staples Lowe's CVS Houston Sanford Ft. Myers On the Border Columbus NC WI TX TX OH OH OH OH TN TX ME FL OH On the Border Concord Mills NC On the Border Denton On the Border DeSoto TX TX 2,678 — 2,101 5,709 2,614 1,145 3,116 — 2,093 — 6,317 1,180 1,205 — — 2,719 2,811 1,402 2,184 — — — — 535 — 861 1,815 4,672 3,025 1,925 — — — 2,201 1,226 593 5,499 801 309 2,779 104 768 5,935 3,452 359 205 1,044 1,268 859 1,105 990 721 476 9,821 2,447 2,715 2,778 7,788 4,246 4,046 2,090 3,653 2,477 5,617 38,470 507 258 341 306 555 1,169 4,045 2,335 1,594 1,903 1,419 751 1,283 1,219 838 812 1,270 3,192 — 3,502 1,558 1,456 2,012 3,207 F-129 2,923 3,681 4,009 7,388 3,982 2,372 5,321 915 4,128 — — — 1 — — — — — 5,124 4,907 4,602 (1,041) 2/7/2014 2008 (1,126) 2/7/2014 2008 (1,195) 2/7/2014 2010 12,888 (2,302) 2/7/2014 1999 4,783 2,681 8,100 1,019 4,896 (1,143) 2/7/2014 2008 (553) 2/7/2014 2010 (1,429) 2/7/2014 2009 (262) 2/7/2014 2010 (1,031) 2/7/2014 2008 26,003 (5,778) 26,160 (3,747) 2/7/2014 1986 24 — — 61 — — — — — — — — — — — — — — — — — — — 13,297 (2,824) 2/7/2014 2009 2,806 2,920 3,883 9,056 5,105 5,151 3,080 4,374 2,953 (593) 2/7/2014 2009 (654) 2/7/2014 2009 (699) 2/7/2014 2009 (1,937) 2/7/2014 2011 (1,366) 2/7/2014 2009 (1,356) 2/7/2014 2009 (538) 2/7/2014 2010 (1,113) 2/7/2014 2008 (579) 2/7/2014 2010 44,087 (9,706) 2/7/2014 2004 1,790 1,477 1,179 1,118 1,825 4,361 4,045 5,837 3,152 3,359 3,431 3,958 (362) 2/7/2014 2008 (341) 2/7/2014 2009 (242) 2/7/2014 2008 (231) 2/7/2014 2008 (358) 2/7/2014 2009 (804) 2/7/2014 2008 — 2/7/2014 2009 (1,148) 2/7/2014 2009 (604) 2/7/2014 1997 (545) 2/7/2014 2000 (677) 2/7/2014 2002 (1,014) 2/7/2014 1998 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Chilis Flanders On the Border Garland NJ TX On the Border Kansas CIty MO On the Border Lees Summit MO On the Border Alpharetta GA On the Border Auburn Hills MI On the Border Buford On the Border Burleson On the Border Lubbock On the Border Mesa GA TX TX AZ On the Border Mount Laurel NJ On the Border Novi MI On the Border Oklahoma City OK On the Border Peoria On the Border Rockwall On the Border Rogers On the Border Tulsa On the Border West Springfield On the Border W. Windsor AutoZone Pearl River Stripes Stripes Stripes Stripes Ranchito Mission Edinburg Eagle Pass AZ TX AR OK MA NJ LA TX TX TX TX Tractor Supply Belchertown MA Tractor Supply Southwick MA AutoZone Rapid City SD Crunch Fitness Montgomery AL Vacant Chilis Flanders Mt. Laurel Brick House Tavern & Tap W. Windsor NJ NJ NJ AutoZone Hartville OH Tire Kingdom Auburndale FL 1,508 — 1,454 1,200 — — — — — 1,804 713 — — 1,402 1,065 1,743 1,647 1,771 1,355 1,786 891 375 2,090 1,446 444 859 1,562 2,129 — 950 — 2,000 2,433 — — — — — — — 571 3,148 915 1,447 1,043 614 1,204 693 655 740 413 1,489 239 498 742 1,286 762 1,148 1,601 375 1,370 1,468 1,332 1,307 197 609 842 1,692 1,039 1,008 1,842 2,745 1,506 2,844 3,679 1,534 1,938 3,176 2,310 1,352 3,244 1,500 2,956 4,173 1,703 1,193 2,671 550 1,546 2,453 3,179 3,583 969 5,749 883 1,792 1,498 1,156 1,571 F-130 — — — — — — — — — — — — — — — — — — — — — — — — — — — (4,152) (1,154) — — — — 2,244 2,757 2,782 2,655 3,613 4,100 3,292 3,735 4,054 3,624 3,384 3,620 3,169 3,481 3,937 2,155 3,696 4,586 3,192 1,432 3,169 1,292 2,832 3,215 4,327 5,184 1,344 2,967 1,197 3,124 2,805 1,353 2,180 (428) 2/7/2014 2003 (563) 2/7/2014 2007 (425) 2/7/2014 1997 (406) 2/7/2014 2002 (619) 2/7/2014 1997 (864) 2/7/2014 1999 (514) 2/7/2014 2001 (936) 2/7/2014 2000 (1,129) 2/7/2014 1994 (519) 2/7/2014 1998 (654) 2/7/2014 2004 (968) 2/7/2014 1997 (779) 2/7/2014 1996 (422) 2/7/2014 1998 (965) 2/7/2014 1999 (503) 2/7/2014 2002 (974) 2/7/2014 1995 (1,332) 2/7/2014 1995 (740) 2/7/2014 1998 (345) 2/7/2014 2007 (814) 2/7/2014 2010 (162) 2/7/2014 1986 (486) 2/7/2014 1999 (765) 2/7/2014 2009 (815) 2/7/2014 2009 (909) 2/7/2014 2008 (267) 2/7/2014 2008 (147) 2/7/2014 2003 (35) 2/7/2014 2003 (413) 2/7/2014 2004 (399) 2/7/2014 1998 (331) 2/7/2014 2008 (462) 2/7/2014 2010 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Home Depot Slidell LA Lowe's Ticonderoga NY Advance Auto Parts Sapulpa LA Fitness Dallas Advance Auto Parts Franklin OK TX IN Advance Auto Parts Grand Rapids MI Tractor Supply Alton Tractor Supply Union Tractor Supply Troy IL MO MO FedEx Northwood OH Academy Sports + Outdoors Austin CVS Mishawaka CarMax Austin Tractor Supply Nixa Tractor Supply Lawrence CVS Ringgold Tractor Supply Sellersburg Tractor Supply Augusta Tractor Supply Wauseon CVS Gulf Breeze Tractor Supply Dixon Best Buy Port Arthur CVS Weaverville Tractor Supply Hamilton LA Fitness Oakdale TX IN TX MO KS GA IN ME OH FL CA TX NC OH MN Advance Auto Parts Bonita Springs FL Kohl's FedEx Salina Bossier City Advance Auto Parts Janesville Advance Auto Parts Appleton Albertson's Phoenix Albertson's Mesa Albertson's Tucson KS LA WI WI AZ AZ AZ — — — 5,131 1,812 362 — — 1,300 4,712 2,629 10,413 511 368 565 589 730 674 4,216 409 1,256 1,296 3,062 3,012 2,587 5,497 8,755 4,532 5,461 16,940 2,040 2,637 2,939 2,146 2,756 2,128 — 4,044 738 — 1,404 1,404 1,286 2,410 — 2,258 9,900 1,346 1,377 476 361 — 1,346 1,433 1,423 1,374 — — 8,077 3,098 932 4,749 1,561 — — — — — — — 762 530 931 545 1,619 3,331 1,998 675 2,315 1,219 964 295 299 498 2,456 1,944 2,710 — — — — — — 59 13 — 538 — — — — 32 — — — — — — 5,131 1,812 1,662 — — 2/7/2014 1998 2/7/2014 2009 (343) 2/7/2014 2007 13,042 (2,902) 2/7/2014 2008 1,767 1,664 3,686 3,614 3,317 6,709 (340) 2/7/2014 2010 (342) 2/7/2014 2008 (742) 2/7/2014 2008 (714) 2/7/2014 2008 (626) 2/7/2014 2009 (1,462) 2/7/2014 1998 12,971 (2,174) 2/7/2014 1988 4,941 (1,363) 2/7/2014 2007 22,401 (4,605) 2/7/2014 2004 2,516 3,030 4,285 2,908 3,286 3,059 545 5,663 (511) 2/7/2014 2009 (654) 2/7/2014 2010 (948) 2/7/2014 2007 (540) 2/7/2014 2010 (700) 2/7/2014 2009 (558) 2/7/2014 2007 — 2/7/2014 2009 (1,030) 2/7/2014 2007 14,992 270 18,593 (4,066) 2/7/2014 2008 4,307 1,472 8,315 1,552 5,009 6,223 1,695 1,228 4,628 4,145 7,704 F-131 — — — — 60 — — — — — — 6,305 2,147 (1,381) 2/7/2014 2009 (538) 2/7/2014 1975 10,630 (2,535) 2/7/2014 2009 2,771 6,033 6,518 1,994 1,726 7,084 6,089 (476) 2/7/2014 2007 (1,258) 2/7/2014 2009 (1,685) 2/7/2014 2009 (468) 2/7/2014 2007 (349) 2/7/2014 2007 (1,405) 2/7/2014 1998 (1,270) 2/7/2014 1997 10,414 (2,360) 2/7/2014 2000 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction WaWa Portsmouth CVS CVS Lynchburg Madison Heights Applebee's Wytheville VA VA VA VA Applebee's West Memphis AR Applebee's Swansea Applebee's Applebee's Norton Adrian IL VA MI Applebee's Chambersburg PA Applebee's Horn Lake MS Applebee's Kalamazoo Big O Tires Phoenix Applebee's Bartlett Applebee's Tyler CompUSA Arlington Albertson's Lake Havasu City Albertson's Yuma Albertson's Scottsdale Albertson's Tucson Albertson's Fort Worth Albertson's Fort Worth Albertson's Fort Worth Albertson's Fort Worth Albertson's Lafayette Albertson's Bossier City MI AZ TN TX TX AZ AZ AZ AZ TX TX TX TX LA LA Albertson's Baton Rouge LA Albertson's Albuquerque NM Albertson's Abilene Albertson's Alexandria Albertson's Fort Collins Albertson's El Paso TX LA CO TX Albertson's Farmington NM — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,573 914 1,015 564 388 727 848 407 591 584 575 206 315 696 2,437 1,275 1,574 2,872 1,642 2,146 1,833 1,833 1,174 1,556 1,949 1,711 2,950 1,187 1,423 1,288 1,375 1,442 — 2,987 2,589 923 1,536 1,741 433 2,351 2,416 1,642 2,644 1,367 2,201 2,904 1,467 5,396 6,452 7,943 3,587 4,678 7,311 4,528 6,255 7,926 5,125 7,061 3,388 6,373 6,024 6,612 6,447 2,505 F-132 — 99 69 — — — — — — (8) — — — — 127 — — — — — — — — — — — — — — — — — 1,573 4,000 3,673 1,487 1,924 2,468 1,281 2,758 3,007 2,218 3,219 1,573 2,516 3,600 4,031 6,671 8,026 — 2/7/2014 2008 (912) 2/7/2014 1999 (780) 2/7/2014 1997 (414) 2/7/2014 2000 (490) 2/7/2014 2006 (568) 2/7/2014 1998 (315) 2/7/2014 2006 (765) 2/7/2014 1995 (693) 2/7/2014 1995 (520) 2/7/2014 2005 (759) 2/7/2014 1994 (369) 2/7/2014 2010 (673) 2/7/2014 2005 (911) 2/7/2014 1990 (550) 2/7/2014 1992 (1,715) 2/7/2014 2003 (1,981) 2/7/2014 2003 10,815 (2,413) 2/7/2014 1991 5,229 6,824 9,144 6,361 7,429 9,482 7,074 8,772 6,338 7,560 7,447 7,900 7,822 3,947 (1,129) 2/7/2014 1994 (1,499) 2/7/2014 2000 (2,185) 2/7/2014 2004 (1,412) 2/7/2014 2002 (1,844) 2/7/2014 1988 (2,526) 2/7/2014 2000 (1,568) 2/7/2014 1988 (2,202) 2/7/2014 1991 (1,428) 2/7/2014 1978 (1,932) 2/7/2014 1984 (1,900) 2/7/2014 1990 (1,995) 2/7/2014 1996 (2,014) 2/7/2014 1978 (977) 2/7/2014 2002 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Albertson's Denver Tractor Supply Little Rock CO AR Albertson's Los Lunas NM Albertson's Midland Albertson's Odessa Albertson's Weatherford TX TX TX Tractor Supply Jefferson City MO Petco GetGo Lake Charles LA Lancaster OH 7-Eleven Carrizo Springs TX 7-Eleven Stripes Stripes Laredo Haskell Laredo Ulta Beauty Jackson Wal-Mart Pueblo TX TX TX TN CO FL NTT Data Lincoln Hanesbrands Rural Hall Best Buy Pineville Tractor Supply Franklin Walgreens Matteson NE NC NC NC IL Tractor Supply Sedalia MO Childtime Modesto Sherwin-Williams Muskegon Walgreens Grayson Walgreens Tucson CA MI GA AZ Tutor Time Downingtown PA Tutor Time Austin TX Children's Courtyard Grand Prairie TX Childtime Oklahoma City OK Childtime Oklahoma City OK CVS Arby's AAA Auburndale Daytona Beach FL 16,557 Oklahoma City OK — 1,500 — — — — 1,125 2,145 — — — — — 1,454 8,249 — — — — — 1,479 2,450 1,090 — — 2,720 2,910 — — — — — 2,058 930 1,105 1,002 947 1,820 490 690 5,286 2,035 4,770 9,885 8,867 5,771 1,877 4,072 2,210 15,649 2,526 2,367 2,554 2,338 2,123 12,512 2,038 — — — — — — 98 54 — — — — — — — — 7,344 2,965 5,875 (1,573) 2/7/2014 2002 (501) 2/7/2014 2009 (1,743) 2/7/2014 1991 10,887 (2,944) 2/7/2014 1984 9,814 7,591 2,465 4,816 (2,610) 2/7/2014 1985 (1,780) 2/7/2014 2001 (389) 2/7/2014 2009 (1,104) 2/7/2014 2008 17,859 (3,948) 2/7/2014 2008 3,022 2,948 2,697 2,964 2,670 (843) 2/7/2014 2010 (774) 2/7/2014 2010 (825) 2/7/2014 2010 (779) 2/7/2014 2010 (566) 2/7/2014 2010 15,098 (3,843) 2/7/2014 1998 3,456 (616) 2/7/2014 1999 28,511 (18,163) 14,946 (730) 2/7/2014 1986 32,567 25,566 41,214 7,970 2,629 4,070 1,782 1,524 1,524 3,747 3,571 2,788 1,861 1,055 796 793 F-133 178 (355) (50) — — — — — — 1 — — — — — — 36,384 (9,182) 2/7/2014 2009 28,023 (7,308) 2/7/2014 2009 42,962 (10,677) 2/7/2014 1992 9,788 3,063 4,486 2,262 1,804 1,711 4,695 4,977 2,993 2,278 1,422 920 901 (2,343) 2/7/2014 1994 (646) 2/7/2014 2009 (1,150) 2/7/2014 2008 (458) 2/7/2014 2010 (430) 2/7/2014 1988 (437) 2/7/2014 2008 (1,107) 2/7/2014 2004 (1,078) 2/7/2014 2004 (784) 2/7/2014 1998 (547) 2/7/2014 2000 (309) 2/7/2014 1999 (243) 2/7/2014 1985 (235) 2/7/2014 1986 496 581 143 626 547 2,586 1,418 4,598 3,639 2,812 1,798 1,818 434 416 480 280 187 947 1,406 205 417 367 124 108 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction CVS CVS CVS CVS CVS CVS CVS CVS CVS Childtime Bedford Healthnow Buffalo Advance Auto Parts Milwaukee All Cleaners Bartlett OH NY WI IL FL NY FL MI OH Boca Raton City of Industry CA Jacksonville Naples Southaven The Village Lawrence FL FL MS OK KS Lawrenceville NJ Mineola Advance Auto Parts Lehigh Acres Advance Auto Parts Howell Advance Auto Parts Salem Albertson's Las Cruces NM Bed Bath & Beyond Folsom CVS CVS Gainesville Dover Staples Pensacola CA TX DE FL O'Reilly Auto Parts Christiansburg VA O'Reilly Auto Parts San Antonio TX O'Reilly Auto Parts Ravenna O'Reilly Auto Parts Houston O'Reilly Auto Parts Highlands Thorntons Clarksville Thorntons Jeffersonville Thorntons Franklin Park Thorntons Westmont Thorntons Springfield Thorntons Ottawa Thorntons Bloomington OH TX TX IN IN IL IL IL IL IL — 111 852 40,299 2,569 89,399 — 7,060 2,625 2,500 3,715 2,675 4,270 3,425 2,908 5,170 2,280 1,425 830 660 — 610 4,437 — 1,224 2,240 — 1,281 520 837 2,674 — 379 439 267 1,588 1,473 5,970 3,560 3,202 4,323 4,164 4,100 4,730 4,392 6,412 5,120 2,016 1,471 1,147 5,719 — 194 — 963 (263) 2/7/2014 1979 92,162 (19,698) 2/7/2014 2007 2,083 (405) 2/7/2014 2008 2,555 12,962 (2,236) 2/7/2014 1999 — (30) — — (72) — — — — — — — — 3,560 4,396 6,563 4,164 5,309 5,250 5,229 9,086 5,120 2,395 1,910 1,414 7,307 (1,167) 2/7/2014 2009 (1,238) 2/7/2014 2009 (1,310) 2/7/2014 2009 (1,262) 2/7/2014 2009 (1,409) 2/7/2014 2009 (1,414) 2/7/2014 2009 (1,322) 2/7/2014 2009 (1,900) 2/7/2014 2009 (1,494) 2/7/2014 2008 (568) 2/7/2014 2008 (397) 2/7/2014 2008 (318) 2/7/2014 2009 (2,158) 2/7/2014 1997 21,600 10,314 27,983 372 38,669 (7,716) 2/7/2014 2006 2,215 2,046 — 646 703 — 560 485 — — — — — — — 341 4,081 1,539 562 439 144 340 281 1,319 1,233 1,403 760 926 565 1,184 3,334 — 3,354 793 1,030 1,137 895 813 687 1,533 1,882 3,069 2,514 2,003 733 F-134 — — — — — — — — — — — — — — — 3,675 4,081 4,893 1,355 1,469 1,281 1,235 1,094 2,006 2,766 3,285 3,829 3,440 2,568 1,917 (971) 2/7/2014 2003 — 2/7/2014 2010 (849) 2/7/2014 2010 (219) 2/7/2014 2010 (280) 2/7/2014 2010 (321) 2/7/2014 2010 (237) 2/7/2014 2010 (215) 2/7/2014 2010 (264) 2/7/2014 2005 (527) 2/7/2014 1995 (597) 2/7/2014 1989 (930) 2/7/2014 1997 (898) 2/7/2014 1994 (656) 2/7/2014 2006 (261) 2/7/2014 1992 Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Property City State Thorntons Joliet Thorntons Summit Thorntons Waukegan Thorntons Plainfield Thorntons South Elgin IL IL IL IL IL Thorntons Galloway OH Thorntons Terre Haute IN Thorntons Henderson KY Thorntons Evansville Thorntons Evansville Thorntons Henderson Thorntons Shelbyville Thorntons Louisville Thorntons Edinburgh Thorntons Oaklawn Advance Auto Parts Bedford Advance Auto Parts Bethel Advance Auto Parts Crestwood Advance Auto Parts Louisville IN IN KY KY KY IN IL IN OH KY KY Best Buy Indianapolis IN Stripes Stripes Fort Stockton TX Portales NM — — — — — — — — — — — — — — — 760 730 1,030 740 — — — Bed Bath & Beyond San Marcos TX 12,480 LA Fitness Indianapolis Best Buy Marquette Family Fare Battle Creek Lowe's Columbia Dick's Sporting Goods Jackson Petco Kohl's Dardenne Prairie Saginaw IN MI MI SC TN MO MI St. Luke's Urgent Care Creve Coeur MO Best Buy Norton Shores MI CVS Edison NJ — — — — — — — — — — 953 2,233 875 862 1,239 547 732 659 467 602 483 299 637 685 1,203 100 234 400 336 665 1,237 306 5,287 1,279 836 1,393 5,485 1,346 806 1,110 1,644 1,568 3,318 2,539 109 1,421 1,338 1,688 1,550 1,829 3,271 1,479 1,398 1,778 2,036 1,680 1,505 898 1,386 1,305 1,546 1,289 4,775 3,812 2,595 20,357 8,970 4,207 7,950 — 6,106 3,024 6,932 4,497 4,099 — F-135 — — — — — — — — — — — — — — 278 — — — — — — — 171 — 1,111 — — — — 104 — — — 3,492 2,342 2,296 2,200 2,927 2,097 2,561 3,930 1,946 2,000 2,261 2,335 2,317 2,190 2,379 1,486 1,539 1,946 1,625 5,440 5,049 2,901 (803) 2/7/2014 2000 (45) 2/7/2014 2000 (458) 2/7/2014 1999 (450) 2/7/2014 1995 (585) 2/7/2014 1995 (489) 2/7/2014 1998 (602) 2/7/2014 1995 (1,039) 2/7/2014 1971 (481) 2/7/2014 1987 (454) 2/7/2014 1990 (523) 2/7/2014 2007 (625) 2/7/2014 1991 (486) 2/7/2014 1994 (485) 2/7/2014 1996 (307) 2/7/2014 1994 (386) 2/7/2014 2007 (361) 2/7/2014 2008 (416) 2/7/2014 2009 (347) 2/7/2014 2009 (1,410) 2/7/2014 2009 (1,392) 2/7/2014 2010 (853) 2/7/2014 2010 25,815 (5,533) 2/7/2014 2006 10,249 (2,619) 2/7/2014 2009 6,154 9,343 5,485 7,452 3,830 8,146 6,141 5,667 3,318 (1,554) 2/7/2014 2010 (2,379) 2/7/2014 2010 — 2/7/2014 1994 (1,793) 2/7/2014 2007 (786) 2/7/2014 2009 (1,710) 2/7/2014 2011 (1,436) 2/7/2014 2010 (1,206) 2/7/2014 2001 — 2/7/2014 2008 Property City State LA Fitness Marana AZ DaVita Dialysis Grand Rapids MI Advance Auto Parts Charlotte Advance Auto Parts Rock Hill Walgreens Medina Walgreens Chicago Walgreens Decatur Hobby Lobby Avon Walgreens Chicago Best Buy Kenosha Bi-Lo, LLC Greenwood FedEx Vacant McComb Prattville Golden Corral Cullman Vacant Columbus Ryan's Buffet Commerce Ryan's Buffet Rome Longhorn Steakhouse Paducah Golden Corral Owensboro NC SC OH IL GA IN IL WI SC MS AL AL GA GA GA KY KY Vacant Bossier City LA Golden Corral Horn Lake Ryan's Buffet Asheville MS NC Golden Corral Coon Rapids MN Vacant Sevierville TN Golden Corral Beckley WV LA Fitness Broadview Glen's Market Manistee Stripes Odessa Banner Life Insurance Urbana ConAgra Brands Milton Dahl's Dahl's Dahl's Johnston Des Moines Des Moines IL MI TX MD PA IA IA IA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — 19,483 — — — — 1,284 215 723 506 820 952 1,746 1,439 911 1,925 533 548 1,038 847 1,307 962 831 1,121 1,244 1,168 925 1,261 1,611 1,443 1,248 3,345 294 301 2,733 5,656 3,202 2,871 628 8,322 1,794 883 915 4,585 3,235 3,337 5,855 4,830 5,503 4,212 3,268 1,802 2,390 2,529 1,470 1,848 1,443 1,656 2,594 2,463 2,204 2,188 430 2,258 8,763 6,694 2,895 31,483 27,242 6,644 11,761 3,947 F-136 — — — 45 81 — — 115 46 127 — 2,212 (1,871) (2,143) (2,876) (647) (918) (2,022) (1,942) (2,883) (2,320) (1,180) (2,894) (750) (2,508) 9,606 2,009 1,606 1,466 5,486 4,187 5,083 7,409 5,787 7,555 4,745 6,028 969 1,094 960 1,785 1,761 542 958 879 1,068 2,285 905 1,123 998 (2,523) 2/7/2014 2011 (450) 2/7/2014 1997 (253) 2/7/2014 2001 (257) 2/7/2014 1995 (1,333) 2/7/2014 2001 (950) 2/7/2014 2003 (1,005) 2/7/2014 2001 (1,614) 2/7/2014 2007 (1,388) 2/7/2014 2000 (1,614) 2/7/2014 2008 (1,245) 2/7/2014 1999 (1,135) 2/7/2014 2008 (145) 2/7/2014 1997 (177) 2/7/2014 1996 (152) 2/7/2014 2002 (323) 2/7/2014 1996 (329) 2/7/2014 1983 (13) 2/7/2014 1995 (130) 2/7/2014 1997 (136) 2/7/2014 2004 (173) 2/7/2014 1995 (407) 2/7/2014 1996 (111) 2/7/2014 2003 (109) 2/7/2014 2003 (151) 2/7/2014 1995 276 12,384 (2,611) 2/7/2014 2010 — — — — — — — 6,988 3,196 (1,890) 2/7/2014 2009 (918) 2/7/2014 2011 34,216 (8,103) 2/7/2014 2011 32,898 (6,973) 2/7/2014 1991 9,846 (2,021) 2/7/2014 2000 14,632 (3,459) 2/7/2014 2011 4,575 (1,187) 2/7/2014 1947 OH OH MI MI MI OH KY GA GA TX IL IN CA FL FL FL FL IL MA MD MI TX TX GA Property City State Dahl's Des Moines IA Advance Auto Parts Vermilion Advance Auto Parts Massillon Advance Auto Parts Monroe Advance Auto Parts South Lyon Walgreens Clarkston Owens Corning Newark Tractor Supply Grayson California Pizza Kitchen California Pizza Kitchen California Pizza Kitchen California Pizza Kitchen California Pizza Kitchen CVS Petsmart Alpharetta Atlanta Grapevine Schaumburg Evansville Westlake Village Paradise Valley AZ Petsmart Boca Raton Petsmart Lake Mary Petsmart Plantation Petsmart Tallahassee Petsmart Evanston Petsmart Braintree Petsmart Oxon Hill Petsmart Petsmart Flint Dallas Petsmart Southlake DaVita Dialysis Augusta DaVita Dialysis Douglasville GA Food Lion Moyock Walgreens Watertown Best Buy Richmond Walgreens Bartlett Dick's Sporting Goods Charleston Petsmart Parma NC NY IN TN SC OH Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,163 337 218 549 402 2,768 725 540 1,279 2,307 1,544 2,285 1,180 227 3,406 3,514 2,430 965 1,468 1,120 2,805 1,722 606 470 1,063 118 119 1,269 2,937 549 2,358 3,733 1,288 1,649 1,079 1,987 1,434 1,607 3,197 13,013 2,709 3,249 1,857 2,250 1,480 3,179 3,060 5,017 4,912 2,556 5,302 1,387 6,007 8,398 4,389 3,839 6,089 7,093 1,818 1,858 2,950 2,664 4,429 2,194 5,025 3,527 F-137 — — — — — — — — — — — — — — — — — — — — — — — — — 47 — 266 — — — — — 2,812 1,416 2,205 1,983 2,009 5,965 (508) 2/7/2014 1959 (320) 2/7/2014 2006 (549) 2/7/2014 2007 (393) 2/7/2014 2007 (435) 2/7/2014 2008 (964) 2/7/2014 2000 13,738 (3,227) 2/7/2014 2007 3,249 4,528 4,164 3,794 3,765 4,359 3,287 8,423 8,426 4,986 6,267 2,855 7,127 (666) 2/7/2014 2011 (1,031) 2/7/2014 1994 (639) 2/7/2014 1993 (731) 2/7/2014 1994 (520) 2/7/2014 1994 (1,016) 2/7/2014 1995 (909) 2/7/2014 2000 (1,277) 2/7/2014 1998 (1,334) 2/7/2014 2001 (714) 2/7/2014 1997 (1,368) 2/7/2014 2001 (404) 2/7/2014 1998 (1,524) 2/7/2014 2001 11,203 (2,071) 2/7/2014 1996 6,111 4,445 6,559 8,156 1,983 1,977 4,485 5,601 4,978 4,552 8,758 4,815 (1,153) 2/7/2014 1998 (997) 2/7/2014 1996 (1,483) 2/7/2014 1998 (1,761) 2/7/2014 1998 (394) 2/7/2014 2000 (403) 2/7/2014 2001 (964) 2/7/2014 1999 (815) 2/7/2014 2006 (1,334) 2/7/2014 2011 (649) 2/7/2014 2001 (1,579) 2/7/2014 2005 (917) 2/7/2014 1996 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Kohl's Brownsville Stop & Shop Chuze Fitness Cranston Highlands Ranch PLS Check Cashers Tucson PLS Check Cashers Calumet Park PLS Check Cashers Chicago PLS Check Cashers Dallas PLS Check Cashers Dallas PLS Check Cashers Fort Worth TX RI CO AZ IL IL TX TX TX PLS Check Cashers Grand Prairie TX PLS Check Cashers Houston PLS Check Cashers Kenosha PLS Check Cashers Mesa PLS Check Cashers Mesquite PLS Check Cashers Phoenix PLS Check Cashers Compton LA Fitness Duncanville Tractor Supply Rincon Petsmart Phoenix LA Fitness Avondale Change Healthcare Operations Nashville TX WI AZ TX AZ CA TX GA AZ AZ TN Lowe's West Carrollton OH CarMax Henderson Hobby Lobby Logan Best Buy Southaven Advance Auto Parts Brownstown Advance Auto Parts Romulus Advance Auto Parts Washington Twnshp BJ's Wholesale Club Deptford NV UT MS MI MI MI NJ BJ's Wholesale Club Westminster MD BJ's Wholesale Club Pembroke Pines FL BJ's Wholesale Club Lancaster PA — — — — — — — — — — — — — — — — — — 51,250 — 4,700 — — — — — — — 11,004 13,978 8,446 13,621 2,756 4,309 2,850 264 306 451 197 169 187 385 158 190 187 261 288 475 3,423 — 4,795 800 1,003 127 1,356 1,180 1,473 1,056 1,293 693 759 1,388 677 107 1,538 10,023 978 7,308 2,253 2,016 97,510 9,040 688 10,417 2,864 8,542 2,683 2,045 482 422 645 6,558 6,516 5,104 3,400 9,883 10,396 3,079 4,318 1,760 1,568 1,711 12,490 13,860 7,661 16,782 F-138 — — 2,262 — — — — — — — — — — — — — — — 6,179 4,309 9,907 1,064 1,309 578 1,553 1,349 1,660 1,441 1,451 883 946 (46) 2/7/2014 2007 — 2/7/2014 2011 (1,311) 2/7/2014 2007 (307) 2/7/2014 2005 (367) 2/7/2014 2005 (111) 2/7/2014 2001 (401) 2/7/2014 1983 (353) 2/7/2014 2003 (422) 2/7/2014 2003 (313) 2/7/2014 1971 (353) 2/7/2014 2005 (226) 2/7/2014 2005 (282) 2/7/2014 2006 1,649 (440) 2/7/2014 2006 965 582 (240) 2/7/2014 2006 (91) 2/7/2014 2005 11,561 (2,844) 2/7/2014 2007 2,994 (476) 2/7/2014 2007 678 105,496 (22,281) 2/7/2014 1997 — — — — — — — — — — — — — 11,293 (2,645) 2/7/2014 2006 11,105 (2,425) 2/7/2014 2010 12,747 (2,433) 2/7/2014 1994 18,938 (3,144) 2/7/2014 2002 5,762 6,363 2,242 1,990 2,356 (960) 2/7/2014 2008 (1,326) 2/7/2014 2007 (479) 2/7/2014 2008 (438) 2/7/2014 2007 (468) 2/7/2014 2008 19,048 (3,104) 2/7/2014 1995 20,376 (3,803) 2/7/2014 2001 12,765 (2,251) 2/7/2014 1997 20,182 (4,456) 2/7/2014 1996 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction BJ's Wholesale Club Greenfield BJ's Wholesale Club Uxbridge BJ's Wholesale Club Leominster BJ's Wholesale Club California BJ's Wholesale Club Auburn MA MA MA MD ME BJ's Wholesale Club Boynton Beach FL BJ's Wholesale Club Portsmouth NH BJ's Wholesale Club Jacksonville FL Golden Corral Independence MO CVS Cherry Hill NJ Urban Air Adventure Park North Fayette PA Home Depot Kennesaw GA DaVita Dialysis Willow Grove PA CVS CVS CVS Northbrook IL Warren Titusville OH PA TX GA MedAssets Plano Tractor Supply Bainbridge Tractor Supply Mishawaka IN Walgreens Albuquerque NM United Technologies Bradenton AGCO Duluth DaVita Dialysis Casselberry DaVita Dialysis Sanford Hobby Lobby Kannapolis Sam's Club Colorado Springs RaceTrac Atlanta RaceTrac Bellview RaceTrac Bessemer RaceTrac Denton RaceTrac Houston RaceTrac Houston RaceTrac Jacksonville FL GA FL FL NC CO GA FL AL TX TX TX FL 8,416 12,645 — — — — — — — — — — — — — — — — — — — 8,600 — — — — — — — — — — — 14,002 36,445 21,344 10,196 16,510 10,931 25,454 16,348 2,437 — 2,168 5,538 3,585 6,882 2,674 5,569 4,216 5,929 1,425 2,255 1,990 1,809 311 2,700 1,060 12,331 3,886 — 51 — — — — — 16,170 (3,381) 2/7/2014 1997 41,983 (8,127) 2/7/2014 2006 24,929 (5,117) 2/7/2014 1993 17,078 (2,827) 2/7/2014 2003 19,184 (3,852) 2/7/2014 1995 (15) 16,485 (3,097) 2/7/2014 2001 — — — — 29,670 (5,916) 2/7/2014 1993 22,277 (4,082) 2/7/2014 2003 3,862 2,255 5,750 (803) 2/7/2014 2010 — 2/7/2014 2011 (751) 2/7/2014 1999 14,140 (3,184) 2/7/2014 2012 4,248 (890) 2/7/2014 1989 3,471 41,765 1,842 47,078 (10,761) 2/7/2014 1980 560 670 1,622 683 10,432 45,650 687 620 1,173 2,692 3,503 392 530 1,929 3,347 1,025 684 761 1,030 1,209 1,203 1,065 2,445 2,683 2,287 17,973 14,842 2,320 2,793 4,227 12,652 1,511 3,831 2,624 2,645 1,204 1,509 2,863 F-139 75 71 — — — — — 2,257 1,424 (483) 2/7/2014 2008 (411) 2/7/2014 1998 56,082 (11,361) 2/7/2014 2013 3,132 3,303 3,460 (577) 2/7/2014 2008 (652) 2/7/2014 2011 (695) 2/7/2014 1996 20,665 (4,259) 2/7/2014 2004 160 18,505 (3,547) 2/7/2014 1999 — — — — — — — — — — — 2,712 3,323 6,156 (615) 2/7/2014 2007 (688) 2/7/2014 2005 (1,206) 2/7/2014 2004 15,999 (3,303) 2/7/2014 1998 2,536 4,515 3,385 3,675 2,413 2,712 3,928 (470) 2/7/2014 2004 (1,170) 2/7/2014 2007 (768) 2/7/2014 2003 (742) 2/7/2014 2003 (345) 2/7/2014 1995 (434) 2/7/2014 1997 (939) 2/7/2014 2011 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction 2,711 1,317 3,109 — — — 3,899 1,897 4,540 (901) 2/7/2014 2007 (384) 2/7/2014 1998 (870) 2/7/2014 2011 33,812 105 43,406 (8,507) 2/7/2014 2010 RaceTrac Leesburg RaceTrac Mobile Kohl's Fort Dodge General Service Administration Oceanside Irving Oil Belfast Irving Oil Irving Oil Bethel Boothbay Harbor Irving Oil Caribou Irving Oil Conway Irving Oil Dover Irving Oil Fort Kent Irving Oil Kennebunk Irving Oil Lincoln Irving Oil Orono Irving Oil Rochester Irving Oil Skowhegan Irving Oil Dummerston Irving Oil Rutland Irving Oil Saco FL AL IA CA ME ME ME ME NH NH ME ME ME ME NH ME VT VT ME Irving Oil Westminster VT LA Fitness Oswego DaVita Dialysis Ft. Wayne Binny's Beverage Depot Joliet Vacant Merrillville Physicians Dialysis Lawrenceville The Medicines Company Parsippany Dick's Sporting Goods Fort Gratiot Michaels Lafayette Outback Steakhouse Fort Smith Outback Steakhouse Centennial Outback Steakhouse Jacksonville Outback Steakhouse Sebring Outback Steakhouse Fort Wayne IL IN IL IN NJ NJ MI LA AR CO FL FL IN — — — 27,749 — — — — — — — — — — — — — — — — — — — — — 1,188 580 1,431 9,489 339 182 413 187 173 380 358 469 360 228 290 541 185 249 619 108 3,163 394 1,834 511 633 698 331 550 404 525 717 352 541 360 272 747 492 353 220 222 437 8,749 2,963 1,585 4,768 2,757 27,700 5,150 50,051 — — — — — — — 722 1,831 841 1,378 770 981 733 7,743 3,631 1,996 1,397 2,261 1,695 984 F-140 — — — — — — — — — — — — — — — — — (8) 775 — — 748 — 223 — — — — — 1,037 (240) 2/7/2014 1997 513 963 591 698 1,097 710 1,010 720 500 1,037 1,033 538 469 841 545 (119) 2/7/2014 1990 (208) 2/7/2014 1993 (135) 2/7/2014 1990 (165) 2/7/2014 2004 (238) 2/7/2014 1988 (147) 2/7/2014 1973 (203) 2/7/2014 1980 (127) 2/7/2014 1994 (92) 2/7/2014 1984 (236) 2/7/2014 1970 (196) 2/7/2014 1988 (139) 2/7/2014 1993 (78) 2/7/2014 1984 (110) 2/7/2014 1995 (148) 2/7/2014 1990 11,912 (2,713) 2/7/2014 2008 3,349 4,194 5,279 3,390 (674) 2/7/2014 2008 (641) 2/7/2014 2011 (1,451) 2/7/2014 2011 (670) 2/7/2014 2009 55,949 (12,908) 2/7/2014 2009 8,465 5,685 2,837 2,775 3,031 2,676 1,717 (2,331) 2/7/2014 2010 (1,180) 2/7/2014 2011 (674) 2/7/2014 1999 (483) 2/7/2014 1996 (683) 2/7/2014 2001 (578) 2/7/2014 2001 (539) 2/7/2014 2000 Property City State Outback Steakhouse Lexington KY Outback Steakhouse Baton Rouge LA Outback Steakhouse Southgate MI Outback Steakhouse Lees Summit MO Outback Steakhouse Las Cruces NM Outback Steakhouse Garner Outback Steakhouse Boardman Township Outback Steakhouse Pittsburgh Outback Steakhouse Conroe Outback Steakhouse Houston Outback Steakhouse McAllen Outback Steakhouse Colonial Heights NC OH PA TX TX TX VA Outback Steakhouse Newport News VA Outback Steakhouse Winchester Fleming's Steakhouse Englewood Bonefish Grill Lakeland VA CO FL Bonefish Grill Independence OH Outback Steakhouse Independence OH Bonefish Grill Gainesville Carrabba's Scottsdale Carrabba's Louisville Carrabba's Carrabba's Carrabba's Tampa Duluth Bowie Carrabba's Brooklyn Carrabba's Washington Twnshp Carrabba's Columbia VA AZ CO FL GA MD OH OH SC Carrabba's Johnson City TN West Marine Fort Lauderdale FL Petsmart Merced BevMo! Redding Golden Corral Bakersfield Golden Corral San Angelo CA CA CA TX Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,077 742 787 901 536 1,088 575 1,370 959 964 835 1,297 600 704 1,152 750 895 901 751 1,350 1,083 1,650 836 1,429 1,187 906 1,159 771 4,337 1,729 1,312 2,664 644 2,139 1,272 2,742 620 1,549 1,817 2,742 932 2,063 2,321 443 746 1,356 1,310 3,055 1,897 2,252 2,268 1,325 1,847 1,400 2,085 2,881 1,036 2,212 1,859 2,164 2,536 9,052 4,194 4,133 2,078 1,702 F-141 — — — — — — — (932) — — — — — — — — — — — — — — — — — — — — — — 227 — — 3,216 2,014 3,529 1,521 2,085 2,905 3,317 1,370 3,022 3,285 1,278 2,043 1,956 2,014 4,207 2,647 3,147 3,169 2,076 3,197 2,483 3,735 3,717 2,465 3,399 2,765 3,323 3,307 (702) 2/7/2014 2002 (414) 2/7/2014 2001 (859) 2/7/2014 1994 (230) 2/7/2014 1999 (493) 2/7/2014 2000 (606) 2/7/2014 2004 (875) 2/7/2014 1995 — 2/7/2014 1995 (607) 2/7/2014 2001 (684) 2/7/2014 1998 (149) 2/7/2014 1999 (577) 2/7/2014 2000 (710) 2/7/2014 1993 (752) 2/7/2014 2006 (988) 2/7/2014 2004 (615) 2/7/2014 2003 (756) 2/7/2014 2006 (611) 2/7/2014 2006 (624) 2/7/2014 2004 (449) 2/7/2014 2000 (450) 2/7/2014 2000 (689) 2/7/2014 1994 (927) 2/7/2014 2004 (598) 2/7/2014 2003 (684) 2/7/2014 2002 (624) 2/7/2014 2001 (684) 2/7/2014 2000 (865) 2/7/2014 2003 13,389 (2,355) 2/7/2014 2011 5,923 5,672 4,742 2,346 (1,111) 2/7/2014 1993 (1,208) 2/7/2014 1989 (743) 2/7/2014 2011 (525) 2/7/2014 2012 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Golden Corral Spring CVS CVS CVS CVS Eden Greenville Piedmont Anderson Tractor Supply Columbia TX NC SC SC SC SC MotoMart St. Charles MO CVS Kernersville NC Goodyear Corpus Christi TX O'Reilly Auto Parts Willard LA Fitness Easton Lowe's Burlington Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Jemison Montgomery El Dorado Jacksonville Apopka Bristol Gainesville Okeechobee Pensacola Tampa Macon Homedale Alexandria Kentwood Dollar Tree/Family Dollar Lynn Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Berkeley St Louis Las Vegas Penn Yan Houston Lufkin OH PA IA AL AL AR AR FL FL FL FL FL FL GA ID LA LA MA MO MO NV NY TX TX — — — — — — — — — — — — 757 959 663 571 1,127 631 1,002 894 559 1,005 673 973 458 683 1,222 969 972 876 525 886 1,153 3,342 836 1,108 836 623 952 1,085 960 753 137 938 1,207 1,450 1,816 1,206 1,389 2,222 1,980 1,313 1,737 877 10,600 2,775 8,191 143 533 49 155 518 202 423 655 146 531 230 59 168 117 400 179 215 689 23 297 198 997 936 1,003 758 1,402 727 1,263 580 907 1,062 851 1,387 579 877 1,547 1,391 1,357 612 760 1,081 1,600 F-142 — — — — — — — — — — 139 819 — — — — — — (16) — — — — — — — — — — — — — — 4,549 2,286 2,924 2,042 2,012 3,174 3,065 2,273 2,490 1,014 (466) 2/7/2014 2011 (436) 2/7/2014 1998 (562) 2/7/2014 1998 (344) 2/7/2014 1998 (402) 2/7/2014 1998 (526) 2/7/2014 2011 (655) 2/7/2014 2009 (392) 2/7/2014 1998 (473) 2/7/2014 2008 (242) 2/7/2014 2011 11,677 (3,117) 2/7/2014 1979 11,785 (2,207) 2/7/2014 1996 1,140 1,469 1,052 913 1,920 929 1,670 1,235 1,053 1,593 1,081 1,446 747 994 1,947 1,570 1,572 1,301 783 1,378 1,798 (301) 2/7/2014 2011 (288) 2/7/2014 2010 (283) 2/7/2014 2002 (215) 2/7/2014 2002 (394) 2/7/2014 2011 (231) 2/7/2014 2011 (356) 2/7/2014 2011 (203) 2/7/2014 2011 (244) 2/7/2014 2003 (317) 2/7/2014 2008 (256) 2/7/2014 2011 (414) 2/7/2014 2006 (173) 2/7/2014 2005 (268) 2/7/2014 2003 (449) 2/7/2014 2003 (394) 2/7/2014 2003 (389) 2/7/2014 2003 (215) 2/7/2014 2005 (223) 2/7/2014 2003 (312) 2/7/2014 2002 (459) 2/7/2014 2004 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction TX TX TX TX TX TX TX TX TX UT VA WI OH OH AR AZ AZ AZ Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar McAllen Robstown Royse City San Angelo San Antonio San Antonio San Antonio Tyler Waco Beaver Petersburg Milwaukee Dollar Tree/Family Dollar Bethel Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Cleveland Hot Springs Casa Grande Fort Mohave Guadalupe Mohave Valley AZ Phoenix Altha Ocala AZ FL FL Ormond Beach FL Plant City Tallahassee Seymour Topeka FL FL IN KS DNU Baton Rouge LA Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Brooklyn Saginaw St Louis Greenville Gulfport MI MI MO MS MS 857 550 972 891 800 864 598 416 440 646 948 970 852 1,079 — — — — — — — — — — 970 — — — — — — — — 219 44 411 232 198 299 260 132 125 107 142 161 139 39 247 454 302 400 302 1,109 126 344 675 279 632 238 177 377 150 164 258 125 312 1,093 852 1,078 1,118 1,018 1,039 653 554 544 913 1,209 1,397 1,099 1,614 845 313 571 584 281 767 727 1,251 1,152 1,040 871 764 1,405 716 634 1,086 1,310 872 1,237 F-143 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,312 896 1,489 1,350 1,216 1,338 913 686 669 1,020 1,351 1,558 1,238 1,653 1,092 767 873 984 583 1,876 853 1,595 1,827 1,319 1,503 1,002 1,582 1,093 784 1,250 1,568 997 1,549 (318) 2/7/2014 2004 (239) 2/7/2014 2003 (317) 2/7/2014 2002 (330) 2/7/2014 2011 (297) 2/7/2014 2002 (302) 2/7/2014 2004 (194) 2/7/2014 2004 (162) 2/7/2014 2003 (161) 2/7/2014 2001 (270) 2/7/2014 2007 (371) 2/7/2014 2003 (399) 2/7/2014 2003 (337) 2/7/2014 2005 (467) 2/7/2014 2003 (249) 2/7/2014 2011 (108) 2/7/2014 2003 (182) 2/7/2014 2001 (186) 2/7/2014 2004 (98) 2/7/2014 2003 (250) 2/7/2014 2003 (227) 2/7/2014 2011 (350) 2/7/2014 2006 (327) 2/7/2014 2011 (293) 2/7/2014 2004 (275) 2/7/2014 2011 (233) 2/7/2014 2003 (421) 2/7/2014 2004 (222) 2/7/2014 2003 (196) 2/7/2014 2002 (335) 2/7/2014 2003 (375) 2/7/2014 2003 (264) 2/7/2014 2011 (373) 2/7/2014 2007 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Gallup NM Battle Mountain NV Kingston OK Memphis Beaumont Beaumont Brazoria Houston Houston Houston Marshall Mexia Rio Grande Victoria Green Bay Little Rock Avondale Coolidge Phoenix Dacano Fort Lupton TN TX TX TX TX TX TX TX TX TX TX WI AR AZ AZ AZ CO CO Pembroke Park FL Fort Myers Lakeland Jacksonville Plant City Milton Ocala Deland Jacksonville FL FL FL FL FL FL FL FL FL IA Dollar Tree/Family Dollar Tampa Dollar Tree/Family Dollar Dollar Tree/Family Dollar Fort Dodge Kansas CIty KS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 221 116 28 248 215 235 216 565 138 128 85 112 133 441 304 125 603 126 504 155 154 656 189 339 271 712 544 554 492 545 773 152 154 1,366 1,431 660 1,039 1,511 810 966 1,223 1,052 769 662 495 1,284 144 1,072 629 882 785 1,079 959 1,180 944 1,344 785 1,121 1,113 683 984 1,293 1,173 1,057 449 1,367 F-144 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (17) — 1,587 1,547 688 1,287 1,726 1,045 1,182 1,788 1,190 897 747 607 1,417 585 1,376 754 1,485 911 1,583 1,114 1,334 1,600 1,533 1,124 1,392 1,825 1,227 1,538 1,785 1,718 1,830 584 1,521 (423) 2/7/2014 2007 (426) 2/7/2014 2009 (182) 2/7/2014 2000 (305) 2/7/2014 2004 (404) 2/7/2014 2003 (236) 2/7/2014 2003 (278) 2/7/2014 2002 (361) 2/7/2014 2009 (301) 2/7/2014 2002 (207) 2/7/2014 2002 (201) 2/7/2014 2001 (152) 2/7/2014 2000 (371) 2/7/2014 2003 (53) 2/7/2014 2003 (320) 2/7/2014 2011 (178) 2/7/2014 2002 (272) 2/7/2014 2002 (236) 2/7/2014 2000 (328) 2/7/2014 2003 (294) 2/7/2014 2003 (358) 2/7/2014 1961 (309) 2/7/2014 2006 (389) 2/7/2014 2002 (239) 2/7/2014 2003 (309) 2/7/2014 2011 (339) 2/7/2014 2005 (184) 2/7/2014 2010 (294) 2/7/2014 2011 (370) 2/7/2014 2011 (337) 2/7/2014 2008 (321) 2/7/2014 2011 (145) 2/7/2014 2002 (397) 2/7/2014 2002 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar Tree/Family Dollar DNU Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Hudson Burton Newaygo Kentwood MI MI MI MI St. Peter MN Kansas CIty MO Hernandez Canton Memphis Port Arthur Converse Leander Beaumont Houston Noonday San Antonio San Antonio Deltona Deltona Fort Meade Lake City St Petersburg Des Moines Indianapolis Princeton Terre Haute Abbeville Farmerville NM OH TN TX TX TX TX TX TX TX TX FL FL FL FL FL FL IA IN IN IN LA LA LA MI Dollar General Kissimmee New Orleans LA Shreveport Dollar Tree/Family Dollar Pontiac Dollar Tree/Family Dollar Kansas CIty MO 1,211 — — — — — — — — — — — — — — — — — 686 1,042 417 — 622 1,093 822 613 526 394 740 722 1,146 892 962 108 131 317 389 93 277 140 93 215 178 148 355 225 277 103 211 214 171 206 211 643 186 690 411 375 300 235 141 110 547 177 136 119 1,020 1,164 677 919 566 812 1,434 766 811 1,452 469 489 806 1,144 895 567 911 1,074 1,578 606 1,071 872 1,000 871 707 486 427 949 968 1,252 1,177 1,249 1,705 F-145 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,128 1,295 994 1,308 659 1,089 1,574 859 1,026 1,630 617 844 1,031 1,421 998 778 1,125 1,245 1,784 817 1,714 1,058 1,690 1,282 1,082 786 662 1,090 1,078 1,799 1,354 1,385 1,824 (325) 2/7/2014 2005 (349) 2/7/2014 2003 (218) 2/7/2014 2002 (254) 2/7/2014 2001 (162) 2/7/2014 1960 (238) 2/7/2014 2003 (443) 2/7/2014 2008 (223) 2/7/2014 2002 (239) 2/7/2014 2003 (414) 2/7/2014 2005 (141) 2/7/2014 2003 (150) 2/7/2014 2004 (233) 2/7/2014 2003 (329) 2/7/2014 2002 (261) 2/7/2014 2004 (168) 2/7/2014 2004 (265) 2/7/2014 2004 (292) 2/7/2014 2004 (441) 2/7/2014 2011 (161) 2/7/2014 2000 (299) 2/7/2014 2011 (249) 2/7/2014 2011 (309) 2/7/2014 2011 (266) 2/7/2014 2003 (195) 2/7/2014 2003 (151) 2/7/2014 2000 (129) 2/7/2014 2011 (290) 2/7/2014 2005 (290) 2/7/2014 2003 (372) 2/7/2014 2005 (349) 2/7/2014 2005 (381) 2/7/2014 2003 (505) 2/7/2014 2004 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Kansas CIty MO Alamorgordo NM Clovis Roswell Cleveland Loveland Middleton Memphis Memphis NM NM OH OH OH TN TN Cockrell Hill TX Dollar Tree/Family Dollar Dallas Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dickinson Houston Palestine Dollar Tree/Family Dollar Pharr TX TX TX TX TX Raymondville TX Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar West Marine San Antonio San Benito San Diego Bristol Harrison Township Amazon Chattanooga Advance Auto Parts Georgetown Advance Auto Parts Frankfort Golden Corral Akron Golden Corral Canton Golden Corral Cincinnati Golden Corral Clarksville Golden Corral Cleveland TX TX TX VA MI TN KY KY OH OH OH IN OH Golden Corral Beavercreek OH Golden Corral Dayton Golden Corral Dayton Golden Corral Elyria OH OH OH 970 524 657 766 1,370 798 660 1,251 973 970 627 681 920 671 969 542 1,143 598 602 608 — 142 161 119 140 216 179 137 376 336 369 292 182 1,355 120 219 117 117 132 55 104 452 1,338 675 854 953 1,818 986 869 1,508 1,156 1,156 676 876 95 914 1,253 707 1,619 772 855 837 2,092 40,800 1,995 54,332 — — — — — — — — — — — 510 833 640 647 694 1,061 1,109 713 579 774 1,167 1,323 1,034 2,133 2,135 2,066 1,344 2,315 1,858 1,429 2,766 1,599 F-146 — — — — — — — — — — — — — — — — — — — — — — — — — — (20) — — — — — — 1,480 (393) 2/7/2014 2004 836 973 1,093 2,034 1,165 1,006 1,884 1,492 1,525 968 1,058 1,450 1,034 1,472 824 1,736 904 910 941 (193) 2/7/2014 2001 (254) 2/7/2014 2004 (289) 2/7/2014 2004 (542) 2/7/2014 1994 (301) 2/7/2014 2002 (259) 2/7/2014 2001 (452) 2/7/2014 2005 (343) 2/7/2014 2003 (340) 2/7/2014 2002 (208) 2/7/2014 2004 (257) 2/7/2014 2010 (48) 2/7/2014 1981 (270) 2/7/2014 2000 (364) 2/7/2014 2002 (207) 2/7/2014 2002 (467) 2/7/2014 2004 (226) 2/7/2014 2004 (249) 2/7/2014 2004 (259) 2/7/2014 1978 2,544 (741) 2/7/2014 2009 56,327 (14,526) 2/7/2014 2011 1,833 1,867 2,773 2,782 2,740 2,405 3,424 2,571 2,008 3,540 2,766 (350) 2/7/2014 2007 (282) 2/7/2014 2007 (617) 2/7/2014 2003 (651) 2/7/2014 2002 (623) 2/7/2014 1999 (542) 2/7/2014 2002 (653) 2/7/2014 2004 (521) 2/7/2014 2000 (436) 2/7/2014 2000 (816) 2/7/2014 2002 (463) 2/7/2014 2004 Property City State Golden Corral Fairfield Golden Corral Grove City Golden Corral Louisville OH OH KY Golden Corral Monroeville PA Golden Corral Northfield Golden Corral Ontario Golden Corral Richmond Golden Corral Springfield Golden Corral Toledo Goodyear Columbia Goodyear Cumming Goodyear Cumming AutoZone Hernando OH OH IN OH OH SC GA GA MS CVS Oklahoma City OK Advance Auto Parts Dayton Advance Auto Parts Florence Advance Auto Parts Mishawaka Advance Auto Parts Richmond Advance Auto Parts Spring Ulta Beauty Fort Gratiot Pier 1 Imports Victoria Tractor Supply Middletown O'Reilly Auto Parts Louisville Trader Joe's Lexington Mattress Firm Fairview Heights RSA Security Bedford OH KY IN IN TX MI TX DE KY KY IL MA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — 859 926 1,020 1,647 947 616 728 619 838 656 534 1,085 141 569 470 550 429 377 388 164 457 1,487 573 2,287 231 1,135 1,859 1,173 849 1,061 2,412 723 1,142 3,333 2,077 2,516 1,915 833 1,609 1,349 1,280 1,373 1,616 1,616 2,083 1,767 3,293 794 3,795 958 — — — — — — — — — — — (11) 53 — — — — — — — — — — — — 1,994 2,785 2,193 2,496 2,008 3,028 1,451 1,761 4,171 2,733 3,050 2,989 1,027 2,178 1,819 1,830 1,802 1,993 2,004 2,247 2,224 4,780 1,367 6,082 1,189 (341) 2/7/2014 1999 (542) 2/7/2014 2007 (384) 2/7/2014 2001 (191) 2/7/2014 1982 (304) 2/7/2014 2004 (726) 2/7/2014 2004 (258) 2/7/2014 2002 (325) 2/7/2014 2000 (934) 2/7/2014 2004 (575) 2/7/2014 2010 (685) 2/7/2014 2010 (551) 2/7/2014 2010 (216) 2/7/2014 2003 (458) 2/7/2014 1996 (384) 2/7/2014 2007 (364) 2/7/2014 2008 (382) 2/7/2014 2007 (442) 2/7/2014 2007 (408) 2/7/2014 2007 (558) 2/7/2014 2012 (521) 2/7/2014 2011 (784) 2/7/2014 2007 (234) 2/7/2014 2011 (1,128) 2/7/2014 2012 (305) 2/7/2014 1977 16,594 75,137 1,217 92,948 (19,572) 2/7/2014 2001 Sysmex Lincolnshire IL 22,500 Benihana Maple Grove MN Benihana Farmington Hills Benihana Anchorage Benihana Dallas Benihana Miami Beach Benihana Stuart MI AK TX FL FL — — — — — — 4,143 1,319 2,025 1,391 2,988 3,775 1,661 36,987 2,604 2,049 1,877 1,275 433 1,917 F-147 — — — — — 3,367 — 41,130 (10,057) 2/7/2014 2010 3,923 4,074 3,268 4,263 7,575 3,578 (866) 2/7/2014 2006 (783) 2/7/2014 2012 (629) 2/7/2014 1998 (502) 2/7/2014 1975 — 2/7/2014 1972 (664) 2/7/2014 1976 Property City State Benihana Schaumburg IL Benihana Alpharetta GA Benihana Wheeling Trader Joe's Sarasota US Bank Fayetteville Advance Auto Parts Candler IL FL NC NC JOANN Shakopee MN Stripes Stripes Stripes Stripes Stripes Stripes Stripes Stripes Stripes Stripes Stripes Stripes Stripes Vacant Brady Brownsville TX TX Corpus Christi TX Corpus Christi TX Corpus Christi TX Edinburg Edinburg Houston Midland Mission Odessa San Angelo San Angelo Melbourne TX TX TX TX TX TX TX TX FL IL Road Ranger Winnebago Urban Air Adventure Park Coral Springs FL WaWa Gap PA Best Buy Chesterfield MO Cost Plus World Market La Quinta Sprouts Centennial Tractor Supply Tuscaloosa Dollar General Phenix City Dollar General Lyerly Dollar General Grambling CA CO AL AL GA LA Dollar General Lake Charles LA Dollar General Lowell OH Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,319 1,151 1,896 1,646 608 399 994 203 613 681 1,011 803 488 450 1,204 1,098 1,007 803 772 1,006 405 707 4,264 561 1,537 1,211 1,581 746 267 251 597 406 157 1,396 1,485 1,273 5,416 1,741 1,202 1,807 3,205 3,195 2,047 3,125 3,109 2,499 2,818 2,069 4,857 3,178 3,596 4,025 3,277 1,237 3,202 5,289 5,054 4,123 4,786 6,394 1,979 929 992 719 770 1,114 F-148 — — — — — — — — — — — — — — — — (33) — — — (942) — 200 (17) — — — — — — — — — 3,715 2,636 3,169 7,062 2,349 1,601 2,801 3,408 3,808 2,728 4,136 3,912 2,987 3,268 3,273 5,955 4,152 4,399 4,797 4,283 700 3,909 9,753 5,598 5,660 5,997 7,975 2,725 1,196 1,243 1,316 1,176 1,271 (500) 2/7/2014 1992 (269) 2/7/2014 2003 (310) 2/7/2014 2001 (1,540) 2/7/2014 2012 (454) 2/7/2014 2012 (333) 2/7/2014 2012 (500) 2/7/2014 2012 (965) 2/7/2014 2007 (984) 2/7/2014 2007 (645) 2/7/2014 2007 (970) 2/7/2014 2007 (965) 2/7/2014 2007 (834) 2/7/2014 2007 (792) 2/7/2014 2007 (634) 2/7/2014 2007 (1,485) 2/7/2014 2006 (920) 2/7/2014 2003 (1,565) 2/7/2014 1998 (1,231) 2/7/2014 1997 (1,017) 2/7/2014 2007 — 2/7/2014 2011 (983) 2/7/2014 1998 (1,467) 2/7/2014 2010 (1,451) 2/7/2014 2004 (1,262) 2/7/2014 2012 (1,388) 2/7/2014 2007 (1,946) 2/7/2014 2009 (485) 2/7/2014 2012 (279) 2/7/2014 2012 (297) 2/7/2014 2012 (230) 2/7/2014 2012 (237) 2/7/2014 2012 (325) 2/7/2014 2012 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar General Orange Dollar General Vidor Kohl's Spartanburg Merrill Lynch Hopewell Cigna Phoenix At Home Stockbridge Tractor Supply Jackson Dollar General Lakeland TX TX SC NJ AZ GA CA FL Dollar General St. Martinville LA Giant Eagle Gahanna Dollar General Ponca City Dollar General Tahlequah Dollar General Wagoner Wendy's Wendy's Avon Avon Wendy's Greenfield Wendy's Indianapolis Wendy's Wendy's Wendy's Wendy's Carmel Carmel Fishers Fishers Wendy's Lebanon Wendy's Noblesville Wendy's Henderson Wendy's Henderson Wendy's Henderson Wendy's Las Vegas Wendy's Las Vegas Wendy's Las Vegas Wendy's Las Vegas Wendy's Las Vegas Wendy's Las Vegas OH OK OK OK IN IN IN IN IN IN IN IN IN IN NV NV NV NV NV NV NV NV NV Wendy's San Antonio TX — — — 277 — 2,984 1,150 1,182 5,842 — — 1 1,427 1,182 8,827 (322) 2/7/2014 2012 (330) 2/7/2014 2012 (1,558) 2/7/2014 2006 74,250 17,619 108,349 (11,526) 114,442 (19,607) 2/7/2014 2001 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 6,194 2,057 1,209 413 175 16,215 8,967 3,640 1,810 1,028 3,549 16,736 145 123 31 538 638 429 751 736 915 855 761 1,265 590 933 882 785 398 919 789 725 915 633 707 1,161 1,101 1,076 407 330 214 212 211 178 147 229 108 42 842 457 507 589 562 583 458 724 392 603 F-149 — — — — — — — — — — — — — — — — — — — — — 1 — — — — — — — 22,409 (4,346) 2/7/2014 2012 11,024 (2,640) 2/7/2014 1998 4,849 2,223 1,203 (881) 2/7/2014 2012 (536) 2/7/2014 2012 (313) 2/7/2014 2012 20,285 (4,309) 2/7/2014 2002 1,306 1,224 1,107 945 968 643 963 947 1,093 1,002 990 1,373 632 1,775 1,339 1,293 987 1,481 1,372 1,183 1,639 1,025 1,310 (335) 2/7/2014 2012 (316) 2/7/2014 2012 (311) 2/7/2014 2012 (172) 2/7/2014 1990 (185) 2/7/2014 1999 (100) 2/7/2014 1980 (120) 2/7/2014 1993 (96) 2/7/2014 1980 (117) 2/7/2014 2001 (98) 2/7/2014 1999 (130) 2/7/2014 2012 (88) 2/7/2014 1979 (26) 2/7/2014 1988 (292) 2/7/2014 1997 (162) 2/7/2014 1999 (192) 2/7/2014 2000 (181) 2/7/2014 1976 (205) 2/7/2014 1976 (186) 2/7/2014 1984 (166) 2/7/2014 1986 (249) 2/7/2014 1991 (129) 2/7/2014 1994 (175) 2/7/2014 1990 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Wendy's San Antonio Wendy's San Antonio Wendy's San Antonio Wendy's San Antonio Wendy's San Marcos Wendy's Wendy's Schertz Selma TX TX TX TX TX TX TX Wendy's Bellingham WA Wendy's Bothell WA Wendy's Port Angeles WA Wendy's Redmond Wendy's Silverdale Wal-Mart Cary Harps Food Stores Searcy Kirklands Wilmington WA WA NC AR NC The Fresh Market Winston-Salem NC Tractor Supply Auburn Staples Helena Dollar General Pemberville Dollar General Thibodaux Dollar General Toledo Dollar General Hicksville Dollar General Sandusky Wal-Mart Valdosta Dollar General Fairfield Dollar General Phenix City Dollar General Troy Dollar General Morganton Harps Food Stores West Fork Harps Food Stores Haskell Natural Grocers Salem Dollar General Hartselle Dollar General Childersburg CA MT OH LA OH OH OH GA OH AL AL NC AR AR OR AL AL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 633 1,007 703 788 714 793 841 502 687 422 969 808 2,314 705 1,127 196 1,175 1,159 146 234 252 156 210 3,909 131 386 67 472 635 499 1,339 473 328 1,388 546 45 45 1,024 109 117 477 292 502 123 201 5,549 4,159 1,061 4,562 2,901 2,452 1,059 1,146 1,149 1,490 1,700 9,447 1,272 1,104 963 1,108 4,708 3,281 3,886 983 986 F-150 — — — — — — — — — 1 — — 1 — — — — — — — — — — — — — — — — — — — — 2,021 1,553 748 833 (372) 2/7/2014 1992 (163) 2/7/2014 1995 (26) 2/7/2014 2000 (27) 2/7/2014 2003 1,738 (288) 2/7/2014 2002 902 958 979 979 925 1,092 1,009 7,864 4,864 2,188 4,758 4,076 3,611 1,205 1,380 1,401 1,646 1,910 (37) 2/7/2014 1994 (35) 2/7/2014 2003 (146) 2/7/2014 1994 (73) 2/7/2014 2004 (251) 2/7/2014 1980 (26) 2/7/2014 1977 (161) 2/7/2014 1995 (1,638) 2/7/2014 2005 (1,169) 2/7/2014 2008 (317) 2/7/2014 2004 (1,195) 2/7/2014 2007 (740) 2/7/2014 2012 (659) 2/7/2014 2012 (314) 2/7/2014 2012 (351) 2/7/2014 2012 (336) 2/7/2014 2012 (433) 2/7/2014 2012 (493) 2/7/2014 2012 13,356 (2,813) 2/7/2014 1998 1,403 1,490 1,030 1,580 5,343 3,780 5,225 1,456 1,314 (366) 2/7/2014 2013 (336) 2/7/2014 2013 (292) 2/7/2014 2013 (338) 2/7/2014 2013 (1,329) 2/7/2014 2013 (954) 2/7/2014 2012 (1,125) 2/7/2014 2013 (302) 2/7/2014 2013 (302) 2/7/2014 2013 Property City State Rite Aid Cheektowaga NY Dick's Sporting Goods Moore Dollar General Thomaston Harps Food Stores Hot Springs Dollar General Mt. Vernon Dollar General Mobile Physicians Immediate Care Aurora Physicians Immediate Care Plainfield Physicians Immediate Care New Lenox Physicians Immediate Care Mishawaka Physicians Immediate Care Glendale Heights Harps Food Stores Hot Springs Dollar General Sylacauga Dollar General Tyler OK GA AR AL AL IL IL IL IN IL AR AL TX Dollar General Hendersonville NC Lowe's Florence Ulta Beauty Jonesboro Dollar Tree/Family Dollar Tampa Dollar Tree/Family Dollar Belleview KY AR FL FL DNU Bonita Springs FL Dollar Tree/Family Dollar Largo Harps Food Stores Cabot Vacant Vacant Joplin Joplin Kum & Go Neosho Dollar General Gratis Dollar Tree/Family Dollar Dollar Tree/Family Dollar Aaron's DNU Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Laurel Bassfield Greenwood Oviedo Helena Marietta Chateaugay FL AR MO MO MO OH MS MS MS FL GA GA NY Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 436 3,466 (1,207) 2,695 — 2/7/2014 2000 1,243 10,426 308 592 260 207 1,043 590 535 252 487 839 120 602 360 972 4,353 1,402 1,039 1,346 1,747 1,884 1,351 2,256 4,486 968 956 1,034 — — (10) — — — — — — — (6) — — — 11,669 (3,107) 2/7/2014 2012 1,280 4,935 1,662 1,246 2,389 2,337 2,419 1,603 2,743 5,319 1,088 1,558 1,394 (296) 2/7/2014 2013 (1,265) 2/7/2014 2013 (428) 2/7/2014 2013 (314) 2/7/2014 2013 (418) 2/7/2014 2003 (519) 2/7/2014 2011 (563) 2/7/2014 2011 (434) 2/7/2014 2013 (665) 2/7/2014 1997 (1,232) 2/7/2014 2013 (291) 2/7/2014 2013 (296) 2/7/2014 2013 (312) 2/7/2014 2013 4,814 10,189 398 15,401 (2,677) 2/7/2014 1997 742 552 332 672 844 270 218 127 504 161 225 96 156 469 242 366 133 2,289 792 829 918 962 4,664 782 300 1,144 1,042 723 752 967 848 790 749 910 F-151 — — — — — — (635) (280) — — — — — — — — — 3,031 1,344 1,161 1,590 1,806 4,934 365 147 1,648 1,203 948 848 1,123 1,317 1,032 1,115 1,043 (596) 2/7/2014 2013 (237) 2/7/2014 2013 (243) 2/7/2014 2013 (288) 2/7/2014 2013 (294) 2/7/2014 2013 (1,381) 2/7/2014 2014 (10) 2/11/2014 1987 — 2/11/2014 1973 (355) 2/11/2014 1997 (323) 2/18/2014 2013 (236) 2/19/2014 2013 (244) 2/19/2014 2013 (306) 2/19/2014 2006 (263) 2/19/2014 2013 (245) 2/19/2014 2013 (232) 2/19/2014 2013 (293) 2/20/2014 2014 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Vacant Dollar Tree/Family Dollar Dollar Tree/Family Dollar Tupelo Arcadia Garrison MS LA KY Dollar General Richmond MN Dollar General West Plains MO Dollar General Windsor Dollar General Lubbock HD Supply Santee MO TX CA Millenium Chemicals Glen Burnie MD Advance Auto Parts Rocky Mount NC Cash Wise Stanley Dollar Tree/Family Dollar Tires Plus Altona Duluth ND NY GA Harps Food Stores Poplar Bluff MO CVS CVS Edinburgh Tipton Mattress Firm South Bend Big Lots Chester Dollar General Mackinaw IN IN IN VA IL Dollar General Wheelersburg OH Dollar Tree/Family Dollar Hopewell DaVita Dialysis Clinton Dollar Tree/Family Dollar Mayville Dollar Tree/Family Dollar Flint VA MO WI MI Dollar General Barnesville MN Dollar General Eagle Rock MO Dollar General Sullivan City TX Walgreens Laurinburg Hobby Lobby Columbia American Family Care Garden City Dollar General Frisco City Dollar Tree/Family Dollar Ely Dollar General Edenton NC TN ID AL MN NC — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 258 51 134 96 90 86 41 2,400 2,127 348 1,163 94 777 572 420 311 289 335 149 395 430 128 128 162 86 133 165 355 951 492 121 231 240 427 704 737 836 769 829 825 7,312 — — — — — — — 36 685 755 871 932 859 915 866 (152) 2/20/2014 1998 (233) 2/20/2014 2010 (241) 2/20/2014 2012 (256) 2/20/2014 2014 (236) 2/20/2014 2014 (255) 2/20/2014 2014 (253) 2/20/2014 2014 9,748 (3,101) 2/21/2014 2003 23,198 (3,894) 21,431 (3,574) 2/21/2014 1984 836 5,037 923 1,259 2,991 1,530 1,726 2,445 3,373 1,011 1,132 987 896 1,023 1,027 841 786 876 3,577 2,467 1,305 836 1,008 1,025 F-152 — — — — 4 60 71 — 169 — — — — — — — — — — 39 263 — — — 1,184 6,200 1,017 2,036 3,567 2,010 2,108 2,734 3,877 1,160 1,527 1,417 1,024 1,151 1,189 927 919 1,041 3,932 3,457 2,060 957 1,239 1,265 (278) 2/21/2014 2005 (1,437) 2/21/2014 2014 (298) 2/21/2014 2014 (410) 2/21/2014 2001 (440) 2/21/2014 2014 (513) 2/24/2014 1998 (576) 2/24/2014 1998 (699) 2/24/2014 2013 (1,181) 2/24/2014 2013 (314) 2/25/2014 2013 (347) 2/25/2014 1925 (313) 2/26/2014 2014 (241) 2/26/2014 2003 (321) 2/26/2014 2014 (346) 2/26/2014 2014 (258) 2/26/2014 2014 (241) 2/26/2014 2014 (269) 2/26/2014 2014 (1,152) 2/26/2014 2013 (824) 2/26/2014 1986 (370) 2/26/2014 2003 (259) 2/26/2014 2014 (321) 2/27/2014 2014 (317) 2/28/2014 2013 Property City State Harps Food Stores Inola Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Cape Coral Vienna Omega Columbia Fayetteville OK FL GA GA SC NC Lowe's Benton Harbor MI Mattress Firm Goshen Dollar Tree/Family Dollar Jacksonville Dollar General Pleasantville Dollar General Sykesville Dollar General Wattsburg Dollar Tree/Family Dollar Lake Panasoffkee Wendy's Wendy's Wendy's Albany Belpre Benton Wendy's Brookville IN TX PA PA PA FL GA OH KY OH Wendy's Clarksburg WV Wendy's Columbus Wendy's Wendy's Wendy's Wendy's Wendy's Wendy's Dayton Dayton Dayton Dayton Dayton Eaton Wendy's Englewood Wendy's Fulton Wendy's Liverpool Wendy's Mayfield Wendy's Wendy's Normal Oswego Wendy's Picayune Wendy's Vestal GA OH OH OH OH OH OH OH NY NY KY IL NY MS NY Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 130 675 62 167 429 267 1,011 211 195 163 68 96 237 383 297 252 448 277 223 304 288 274 286 259 207 261 392 530 242 443 190 437 488 3,387 1,190 721 716 719 682 7,851 1,555 1,003 941 1,075 1,031 696 748 1,194 926 1,072 1,181 1,380 1,264 813 1,029 869 838 1,084 924 1,181 864 779 991 645 1,032 878 F-153 — — — — (35) — 598 — — — — — — — 1 — — — — — — — — — — — — — — — — — — 3,517 1,865 783 883 1,113 949 9,460 1,766 1,198 1,104 1,143 1,127 933 1,131 1,492 1,178 1,520 1,458 1,603 1,568 1,101 1,303 1,155 1,097 1,291 1,185 1,573 1,394 1,021 1,434 835 1,469 1,366 (978) 3/5/2014 2014 (364) 3/5/2014 2013 (222) 3/12/2014 2013 (220) 3/12/2014 2013 (221) 3/12/2014 2014 (210) 3/14/2014 2013 (2,297) 3/17/2014 1994 (439) 3/20/2014 2013 (316) 3/21/2014 2014 (286) 3/24/2014 2013 (326) 3/24/2014 2013 (313) 3/24/2014 2014 (214) 3/25/2014 2013 (228) 3/26/2014 1999 (365) 3/26/2014 2000 (282) 3/26/2014 2001 (327) 3/26/2014 1984 (360) 3/26/2014 1980 (421) 3/26/2014 1982 (385) 3/26/2014 1974 (248) 3/26/2014 1985 (321) 3/26/2014 2004 (265) 3/26/2014 1977 (256) 3/26/2014 1985 (157) 3/26/2014 1993 (282) 3/26/2014 1976 (360) 3/26/2014 1980 (125) 3/26/2014 1980 (238) 3/26/2014 1986 (302) 3/26/2014 1985 (197) 3/26/2014 1986 (315) 3/26/2014 1983 (127) 3/26/2014 1995 Property City State Dollar Tree/Family Dollar Newberry McAlisters Waco Tire Kingdom Greenville Hardee's Morrilton SC TX SC AR Tractor Supply Silver City NM Tractor Supply Farmington NM Tractor Supply Chickasha OK Dollar General Butler Dollar General Cullman Dollar General Vance Tractor Supply Jonesville Dollar Tree/Family Dollar Chiefland DaVita Dialysis Akron FedEx Tulsa LA Fitness Edmond West Marine Anchorage Dollar General Pittsburg Dollar Tree/Family Dollar Dollar Tree/Family Dollar Charlotte Raeford Dollar General Ohatchee Dollar Tree/Family Dollar Stuart Walgreens Lockport Dollar General Monticello Dollar Tree/Family Dollar Palatka AL AL AL MI FL OH OK OK AK IL NC NC AL VA NY KY FL Dollar Tree/Family Dollar Jackson Center OH Inform Diagnostics Irving Tractor Supply Macedon Dollar General Ely Ingersoll Rand Annandale Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar McCormick Graceville Cordele Dollar General Richland TX NY MN NJ SC FL GA IN Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 231 429 499 175 716 1,091 599 338 331 191 267 322 312 935 791 1,367 937 2,380 2,194 2,056 1,093 780 731 2,364 1,123 1,994 — — — — — — 538 — — — — — — 1,166 1,220 1,866 1,112 3,096 3,285 3,193 1,431 1,111 922 2,631 1,445 2,306 (283) 3/27/2014 2013 (273) 3/27/2014 2000 (435) 3/28/2014 1997 (286) 3/28/2014 1986 (654) 3/28/2014 2012 (603) 3/28/2014 2012 (675) 3/28/2014 2014 (337) 3/28/2014 2014 (240) 3/28/2014 2013 (225) 3/28/2014 2014 (650) 3/28/2014 2005 (340) 3/31/2014 2013 (495) 3/31/2014 1932 1,476 18,054 542 20,072 (7,077) 3/31/2014 1999 962 1,220 97 352 428 97 204 2,358 251 316 97 6,916 2,531 915 985 900 942 750 2,301 867 1,054 764 3,237 37,297 168 174 1,591 944 — — — — — — — 118 — — — 341 — — 7,878 3,751 1,012 1,337 1,328 1,039 954 4,777 1,118 1,370 861 (1,920) 3/31/2014 2014 (745) 3/31/2014 1995 (280) 3/31/2014 2014 (299) 4/15/2014 2014 (273) 4/17/2014 2014 (241) 4/17/2014 2014 (126) 4/18/2014 2013 (744) 4/21/2014 1998 (261) 4/25/2014 2012 (321) 4/25/2014 2014 (168) 4/28/2014 1989 40,875 (10,498) 4/28/2014 1997 1,759 1,118 (433) 4/29/2014 1992 (156) 4/30/2014 2014 1,367 14,223 (90) 15,500 (7,957) 4/30/2014 1999 167 367 136 156 791 810 1,049 887 F-154 — — — — 958 1,177 1,185 1,043 (242) 4/30/2014 2014 (247) 4/30/2014 2013 (237) 4/30/2014 2014 (148) 4/30/2014 2014 Property City State Dollar Tree/Family Dollar Lake Village IN Wendy's Kinston Dollar General Cohasset Katun Davenport GE Engine Services Winfield Dollar Tree/Family Dollar Sodus Dollar Tree/Family Dollar Hayneville Dollar General Palatka Vacant Dollar Tree/Family Dollar L'Anse Claxton McAlisters Sherman Walgreens Buxton Walgreens Houston Rite Aid Rite Aid Memphis Warren Walgreens Cahokia Vacant Lowe's Lowe's Cleveland Jonesboro Texas City Tractor Supply Woodstock Sherwin-Williams Ashtabula Sherwin-Williams Boardman Sherwin-Williams Angola Apria Healthcare Indianapolis Rite Aid Hayes Walgreens Spartanburg NC MN IA KS NY AL FL MI GA TX ME TX TN OH IL OH AR TX VA OH OH IN IN VA SC Walgreens Travelers Rest SC CVS Independence MO Rite Aid Philadelphia CVS Duncanville PA TX Rite Aid Wheelersburg OH Tractor Supply Paducah Rite Aid St. Marys KY OH Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 154 491 87 454 1,078 54 172 113 382 322 563 — 491 266 668 394 472 2,101 2,313 524 176 206 249 981 812 894 882 780 633 670 361 393 581 1,965 1,062 2,670 1,577 1,890 8,405 9,253 2,098 704 825 996 3,922 3,247 3,575 3,527 3,121 2,531 2,681 1,444 1,574 2,322 F-155 752 1,159 964 7,485 5,087 1,441 722 1,196 1,736 665 1,223 — — — — 22 — — — (1,468) — — — 2,132 — 54 (2,056) 166 (1,451) 906 1,650 1,051 7,939 6,187 1,495 894 1,309 650 987 1,786 2,132 2,456 1,382 1,282 2,137 911 (467) 4/30/2014 2013 (353) 5/1/2014 2004 (288) 5/2/2014 2013 (1,731) 5/6/2014 1993 (4,977) 5/6/2014 1951 (436) 5/7/2014 2013 (218) 5/7/2014 2013 (357) 5/7/2014 2013 — 5/13/2014 2009 (202) 5/14/2014 2014 (374) 5/16/2014 2013 (546) 5/19/2014 1997 (711) 5/19/2014 1993 (362) 5/19/2014 2000 (9) 5/19/2014 1999 (617) 5/19/2014 1994 (16) 5/19/2014 1994 185 10,691 (2,349) 5/19/2014 1994 — — — — — 775 — — — — — — 64 — — 11,566 (3,538) 5/19/2014 1995 2,622 880 1,031 1,245 5,678 4,059 4,469 4,409 3,901 3,164 3,351 1,869 1,967 2,903 (652) 5/19/2014 2004 (173) 5/19/2014 2003 (203) 5/19/2014 2003 (296) 5/19/2014 2001 (1,328) 5/19/2014 1993 (1,029) 5/19/2014 2005 (1,133) 5/19/2014 2004 (1,118) 5/19/2014 2005 (1,009) 5/19/2014 2000 (830) 5/19/2014 1999 (875) 5/19/2014 2000 (479) 5/19/2014 1998 (515) 5/19/2014 1995 (736) 5/19/2014 2005 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Tractor Supply Glasgow Best Buy Tupelo Vacant Savers Ross Hurst Austin Austin KY MS TX TX TX Vanguard Car Rental College Park GA Tractor Supply Topeka AutoZone Yorkville KS IL Dollar General Broken Bow OK 7-Eleven Merritt Island FL Dollar Tree/Family Dollar Abbeville Advance Auto Parts Tecumseh Lumber Liquidators Saginaw Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Abbeville Ellerbe Camden Wilmer Raeford Mattress Firm Goldsboro Dollar General Porter Dollar Tree/Family Dollar Broad Top SC MI MI GA NC AL AL NC NC IN PA Dollar General Albert Lea MN Dollar Tree/Family Dollar Estill Sunbelt Rentals Mabelvale Dept. of Public Advocacy Covington Jiffy Lube Houston Cactus Wellhead DuBois Select Energy Services Alderson Gravity Oilfield Services Gravity Oilfield Services Hobbs Midland SC AR KY TX PA OK NM TX Owens Corning Wichita Falls TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 453 484 497 740 658 1,561 446 383 331 540 146 281 287 163 225 137 221 185 349 243 196 223 244 240 1,812 1,934 1,990 2,958 2,631 6,244 1,785 1,534 1,325 2,162 734 1,214 502 768 781 851 791 935 1,385 995 954 551 757 894 — — 120 — 700 — — — — — — — 88 — — — — — — — — 161 — — 2,265 2,418 2,607 3,698 3,989 7,805 2,231 1,917 1,656 2,702 880 1,495 877 931 1,006 988 1,012 1,120 1,734 1,238 1,150 935 1,001 1,134 (581) 5/19/2014 2005 (561) 5/19/2014 2005 (640) 5/19/2014 1999 (865) 5/19/2014 2002 (1,082) 5/19/2014 2002 (2,496) 5/19/2014 2002 (582) 5/19/2014 2006 (478) 5/19/2014 2006 (360) 5/19/2014 2012 (531) 5/19/2014 2009 (174) 5/23/2014 2014 (338) 5/27/2014 2009 (153) 5/28/2014 2000 (178) 5/29/2014 2014 (215) 5/29/2014 2014 (238) 5/29/2014 2014 (220) 5/29/2014 2014 (255) 5/29/2014 2014 (322) 5/29/2014 2014 (150) 5/29/2014 2014 (212) 5/30/2014 2013 (149) 5/30/2014 1960 (178) 6/4/2014 2014 (246) 6/4/2014 2006 3,120 80,689 1,582 85,391 (18,483) 6/5/2014 1994 — — — — — — 1,460 2,671 1,410 1,487 1,591 1,078 (276) 6/9/2014 2008 (601) 6/12/2014 2012 (353) 6/12/2014 2008 (328) 6/12/2014 2013 (158) 6/12/2014 2009 (213) 6/12/2014 1972 423 129 260 358 1,063 231 1,037 2,542 1,150 1,129 528 847 F-156 Property City State Gravity Oilfield Services Gravity Oilfield Services Snyder Midland Waste Connections Weatherford Gravity Oilfield Services Odessa Select Energy Services Damascus TX TX TX TX AR Amega West West Alexander PA Cactus Wellhead Center Greene's Energy Group Broussard Select Energy Services Frierson Gravity Oilfield Services Monahans MS Energy Services Midland Select Energy Services Big Wells Amega West Midland Crest Pumping Technologies Pleasanton Cactus Wellhead Pleasanton Mastec Houston Gravity Oilfield Services San Angelo Energy Maintenance Services US Pasadena Express Energy Services Gravity Oilfield Services Dollar Tree/Family Dollar Pleasanton Snyder Bessemer Dollar Tree/Family Dollar Troy Dollar General Rockford Dollar Tree/Family Dollar Lumberton TX LA LA TX TX TX TX TX TX TX TX TX TX TX AL NC IL NC Applebee's St. Charles MO Rite Aid Rite Aid Dollar Tree/Family Dollar Dollar Tree/Family Dollar West Branch Bay City Sebring Charlotte Schmitz & Schmitz Gainesville Shale Tank Truck Midland Gravity Oilfield Services Odessa Select Energy Services Dilley MI MI FL NC TX TX TX TX Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 466 1,013 102 500 530 117 115 455 260 50 1,165 353 591 519 144 369 821 393 413 174 295 341 464 146 781 418 463 492 412 29 757 104 308 588 968 3,386 3,891 800 1,787 1,886 6,022 4,954 538 948 1,820 379 7,949 2,908 2,669 1,658 2,878 5,541 1,189 1,301 621 597 1,013 1,075 1,280 1,629 1,063 992 1,950 939 1,259 1,416 F-157 — — (2,911) — — (919) — — — — — — — — — — — — — — — — 27 — — 70 62 — — — — — — 1,054 1,981 577 4,391 1,330 985 2,001 6,477 5,214 588 2,113 2,173 970 8,468 3,052 3,038 2,479 3,271 5,954 1,363 1,596 962 1,088 1,159 1,856 1,768 2,154 1,555 1,404 1,979 1,696 1,363 1,724 (184) 6/12/2014 2005 (253) 6/12/2014 2010 (239) 6/12/2014 2011 (1,133) 6/12/2014 1963 (368) 6/12/2014 2009 (233) 6/12/2014 2010 (444) 6/12/2014 2011 (1,261) 6/12/2014 1980 (1,183) 6/12/2014 2010 (157) 6/12/2014 2011 (253) 6/12/2014 2012 (438) 6/12/2014 2011 (101) 6/12/2014 1979 (3,452) 6/12/2014 2013 (694) 6/12/2014 2011 (639) 6/12/2014 2012 (430) 6/12/2014 2012 (682) 6/12/2014 2011 (1,318) 6/12/2014 2012 (284) 6/12/2014 1975 (349) 6/16/2014 2014 (152) 6/17/2014 2014 (147) 6/18/2014 2014 (230) 6/20/2014 2014 (303) 6/23/2014 1990 (409) 6/23/2014 1996 (477) 6/24/2014 1996 (246) 6/24/2014 2014 (219) 6/25/2014 2014 (396) 6/25/2014 1930 (263) 6/25/2014 2012 (290) 6/25/2014 1963 (359) 6/25/2014 2012 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Fun Town RV Cleburne Select Energy Services Odessa Weir Williston Pro Oil & Gas Services, LLC Cuero Gravity Oilfield Services Levelland Select Energy Services Chireno Willbros Tulsa Forum Energy Technologies Gainesville Fun Town RV Cleburne Fun Town RV Cleburne Select Energy Services Cleburne 1888 Industrial Services Gravity Oilfield Services Forum Energy Technologies Midland Big Springs Guthrie Ingram Micro Amherst FedEx Sedgwick Claims Mgmt Services Tempe Dublin Tractor Supply Millbury Cash Wise Tioga Schneider Electric Foxboro Dollar Tree/Family Dollar Lovington Rockwell Collins Sterling Dollar Tree/Family Dollar Charlotte Dollar General Minonk Iron Mountain Mohnton Mattress Firm Painesville Beall's Lakeland Dollar Tree/Family Dollar Grove Hill Cactus Wellhead Williston Superior Energy Services Gainesville Dollar General Andalusia Red Lobster Birmingham Red Lobster Chandler TX TX ND TX TX TX OK TX TX TX TX TX TX OK NY AZ OH MA ND MA NM VA NC IL PA OH FL AL ND TX AL AL AZ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 476 460 273 127 42 388 2,239 123 262 70 154 508 426 393 4,107 2,914 945 806 1,065 11,784 54 547 1,998 6,232 982 1,887 5,470 6,375 6,019 369 — 2,333 815 599 1,305 20,347 12,300 8,520 3,094 4,581 — 722 — — — — — — — — — — — 1 — — — 1,023 2,458 6,505 1,109 1,929 5,858 8,614 6,142 631 70 2,487 1,324 1,025 1,698 (143) 6/25/2014 2007 (536) 6/25/2014 1982 (1,451) 6/25/2014 2012 (233) 6/25/2014 2014 (541) 6/25/2014 1997 (1,292) 6/25/2014 2011 (1,419) 6/25/2014 1982 (1,465) 6/25/2014 2008 (100) 6/25/2014 2008 — 6/25/2014 2009 (563) 6/25/2014 2008 (221) 6/25/2014 2012 (180) 6/25/2014 2012 (325) 6/25/2014 1979 24,454 (6,260) 6/25/2014 1986 163 15,377 (3,316) 6/25/2014 2004 — — — 9,465 3,900 5,646 (2,219) 6/26/2014 1997 (754) 6/26/2014 2013 (1,076) 6/26/2014 2014 27,888 39,672 (6,261) 6/27/2014 1965 — 776 (162) 6/30/2014 2014 4,285 29,802 6,288 40,375 (7,637) 6/30/2014 2011 490 56 197 437 2,033 144 72 284 317 — — 1,066 1,034 6,152 1,318 4,809 741 3,735 10,475 914 741 252 F-158 — — — — 1 — — 3 9 — — 1,556 1,090 6,349 1,755 6,843 885 3,807 (235) 7/2/2014 2014 (234) 7/2/2014 2014 (1,585) 7/2/2014 1979 (344) 7/10/2014 2014 (1,352) 7/16/2014 2006 (165) 7/24/2014 2013 (839) 7/24/2014 2011 10,762 (8,410) 7/24/2014 1982 1,240 (136) 7/24/2014 2014 741 252 (209) 7/28/2014 1972 (188) 7/28/2014 2000 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Red Lobster Gilbert Red Lobster Surprise Red Lobster Tucson Red Lobster Bakersfield Red Lobster Chula Vista Red Lobster Inglewood Red Lobster Oceanside Red Lobster San Bruno Red Lobster San Diego Red Lobster Red Lobster Valencia Colorado Springs Red Lobster Bridgeport Red Lobster Danbury Red Lobster Newark AZ AZ AZ CA CA CA CA CA CA CA CO CT CT DE Red Lobster Boynton Beach FL Red Lobster Hollywood Red Lobster Kissimmee Red Lobster Miami Red Lobster Panama City Red Lobster Austell Red Lobster Tucker Red Lobster Cedar Rapids Red Lobster Boise Red Lobster Red Lobster Pocatello Fairview Heights Red Lobster Forsyth Red Lobster Norridge Red Lobster Schaumburg Red Lobster Avon FL FL FL FL GA GA IA ID ID IL IL IL IL IN Red Lobster Lexington KY Red Lobster Baton Rouge LA Red Lobster Annapolis Red Lobster Frederick MD MD — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 460 565 676 731 1,671 2,211 1,529 1,611 1,113 841 1,512 323 159 1,515 1,631 2,282 1,364 1,062 1,515 1,092 1,718 495 714 773 1,806 1,083 929 665 864 1,094 1,535 644 319 F-159 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 460 565 676 731 1,671 2,211 1,529 1,611 1,113 841 1,512 323 159 1,515 1,631 2,282 1,364 1,062 1,515 1,092 1,718 495 714 773 1,806 1,083 929 665 864 1,094 1,535 644 319 (243) 7/28/2014 2007 (277) 7/28/2014 2003 (277) 7/28/2014 2009 (319) 7/28/2014 2003 (431) 7/28/2014 1988 (647) 7/28/2014 2007 (411) 7/28/2014 2010 (575) 7/28/2014 1992 (656) 7/28/2014 1988 (465) 7/28/2014 1988 (412) 7/28/2014 2004 (201) 7/28/2014 1996 (140) 7/28/2014 1996 (509) 7/28/2014 2006 (491) 7/28/2014 2008 (714) 7/28/2014 2003 (524) 7/28/2014 2002 (473) 7/28/2014 2003 (461) 7/28/2014 1976 (354) 7/28/2014 2001 (527) 7/28/2014 1973 (291) 7/28/2014 1981 (309) 7/28/2014 1988 (477) 7/28/2014 1994 (542) 7/28/2014 1972 (389) 7/28/2014 1975 (544) 7/28/2014 1979 (271) 7/28/2014 1976 (382) 7/28/2014 2001 (372) 7/28/2014 2011 (460) 7/28/2014 2011 (222) 7/28/2014 1985 (214) 7/28/2014 1997 Property City State Red Lobster Lanham MD Red Lobster Owings Mills MD Red Lobster Lansing Red Lobster Rochester MI MN Red Lobster Chesterfield MO Red Lobster St. Peters Red Lobster Springfield Red Lobster Meridian Red Lobster Concord Red Lobster Lincoln Red Lobster Cherry Hill Red Lobster Deptford Red Lobster Vineland Red Lobster Clovis Red Lobster Brooklyn Red Lobster Hicksville MO MO MS NC NE NJ NJ NJ NM NY NY Red Lobster Ronkonkoma NY Red Lobster Valley Stream NY Red Lobster Yonkers Red Lobster Akron Red Lobster Columbus Red Lobster Dublin Red Lobster Niles NY OH OH OH OH Red Lobster North Olmsted OH Red Lobster St. Clairsville OH Red Lobster Bartonsville Red Lobster Lancaster Red Lobster Philadelphia Red Lobster Pittsburgh Red Lobster Pottstown Red Lobster Scranton Red Lobster State College Red Lobster Washington PA PA PA PA PA PA PA PA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 455 229 1,534 1,674 1,762 1,543 1,510 872 1,506 254 2,274 1,608 1,779 318 5,897 870 1,109 1,417 894 1,398 1,100 873 1,799 2,291 853 2,389 2,968 1,902 1,379 1,115 1,563 1,026 694 F-160 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 455 229 1,534 1,674 1,762 1,543 1,510 872 1,506 254 2,274 1,608 1,779 318 5,897 870 1,109 1,417 894 1,398 1,100 873 1,799 2,291 853 2,389 2,968 1,902 1,379 1,115 1,563 1,026 694 (238) 7/28/2014 1980 (146) 7/28/2014 1989 (470) 7/28/2014 1976 (437) 7/28/2014 1987 (593) 7/28/2014 1973 (745) 7/28/2014 1976 (714) 7/28/2014 1972 (313) 7/28/2014 1996 (554) 7/28/2014 2002 (134) 7/28/2014 1977 (812) 7/28/2014 1984 (604) 7/28/2014 1991 (492) 7/28/2014 1995 (186) 7/28/2014 1995 (1,865) 7/28/2014 2003 (332) 7/28/2014 1982 (409) 7/28/2014 2005 (552) 7/28/2014 1983 (335) 7/28/2014 2012 (505) 7/28/2014 1981 (435) 7/28/2014 2002 (300) 7/28/2014 1990 (561) 7/28/2014 1982 (628) 7/28/2014 1974 (458) 7/28/2014 1997 (646) 7/28/2014 2010 (703) 7/28/2014 1977 (469) 7/28/2014 1977 (514) 7/28/2014 1976 (649) 7/28/2014 1995 (627) 7/28/2014 2001 (522) 7/28/2014 1999 (241) 7/28/2014 1976 Property City State Red Lobster Whitehall Red Lobster Columbia Red Lobster Myrtle Beach Red Lobster Spartanburg Red Lobster Sevierville Red Lobster Burleson PA SC SC SC TN TX Red Lobster College Station TX Red Lobster Conroe Red Lobster El Paso Red Lobster El Paso Red Lobster Fort Worth Red Lobster Houston Red Lobster Humble Red Lobster Laredo Red Lobster San Antonio Red Lobster Sugar Land TX TX TX TX TX TX TX TX TX Red Lobster Charlottesville VA Red Lobster Midlothian Red Lobster Sterling Red Lobster Winchester Red Lobster Olympia Red Lobster Spokane VA VA VA WA WA Red Lobster Charleston WV Red Lobster Dothan AL Red Lobster Vestavia Hills AL Red Lobster Pine Bluff Red Lobster Decatur Red Lobster Savannah Red Lobster Davenport Red Lobster Jackson Red Lobster Warren Red Lobster Roseville Red Lobster Crestwood AR GA GA IA MI MI MN MO Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 726 1,257 226 1,102 475 619 235 349 1,291 518 2,155 918 462 1,136 1,062 356 643 557 414 883 239 399 1,087 819 963 708 1,021 655 646 357 596 1,427 1,100 1,244 1,417 1,194 1,873 2,236 2,896 2,174 2,656 1,298 1,466 F-161 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,155 (833) 7/28/2014 1977 918 462 1,136 1,062 356 643 557 414 883 239 399 (324) 7/28/2014 1980 (254) 7/28/2014 2006 (319) 7/28/2014 1973 (438) 7/28/2014 2002 (218) 7/28/2014 2003 (236) 7/28/2014 1983 (263) 7/28/2014 2011 (249) 7/28/2014 1976 (318) 7/28/2014 2008 (139) 7/28/2014 1982 (242) 7/28/2014 1974 1,087 (349) 7/28/2014 1980 819 963 708 (355) 7/28/2014 2003 (262) 7/28/2014 1974 (242) 7/28/2014 1981 1,021 (308) 7/28/2014 1986 655 646 357 596 1,427 1,100 1,970 2,674 1,420 2,975 2,711 3,515 2,409 3,005 2,589 1,984 (317) 7/28/2014 2003 (311) 7/28/2014 2001 (213) 7/28/2014 2006 (362) 7/28/2014 1995 (441) 7/28/2014 2009 (439) 7/28/2014 2003 (258) 7/28/2014 1979 (246) 7/28/2014 1972 (297) 7/28/2014 1995 (312) 7/28/2014 1973 (362) 7/28/2014 1971 (469) 7/28/2014 1975 (373) 7/28/2014 1976 (434) 7/28/2014 1975 (223) 7/28/2014 1975 (265) 7/28/2014 1975 Property City State Red Lobster Jefferson City MO Red Lobster Bismarck Red Lobster Kearney ND NE Red Lobster Mechanicsburg PA Red Lobster Layton Red Lobster Montgomery Red Lobster Palm Desert Red Lobster Riverside Red Lobster Fort Pierce UT AL CA CA FL Red Lobster Pembroke Pines FL Red Lobster Plantation Red Lobster Sebring FL FL Red Lobster Winter Haven FL Red Lobster Athens Red Lobster Dalton GA GA Red Lobster Douglasville GA Red Lobster Gurnee Red Lobster Marion Red Lobster Oak Lawn Red Lobster Peru Red Lobster Anderson Red Lobster Mishawaka IL IL IL IL IN IN Red Lobster Owensboro KY Red Lobster St. Matthews KY Red Lobster Suitland MD Red Lobster Dearborn Heights Red Lobster Livonia Red Lobster Mt. Pleasant Red Lobster Portage Red Lobster Southgate Red Lobster Mankato Red Lobster St. Joseph Red Lobster Asheville MI MI MI MI MI MN MO NC Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 593 831 678 676 1,577 1,034 1,132 914 618 479 1,975 1,003 1,055 669 775 1,356 1,735 399 1,825 339 813 593 815 1,640 1,090 822 635 508 396 611 867 1,023 544 1,092 3,321 1,109 2,656 1,333 1,413 1,321 2,459 1,491 3,126 1,733 1,487 2,217 2,027 2,045 1,161 2,286 2,399 2,316 1,169 1,272 2,205 1,485 1,841 3,112 2,156 1,824 1,346 2,496 2,531 1,642 1,002 2,865 F-162 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,685 4,152 1,787 3,332 2,910 2,447 2,453 3,373 2,109 3,605 3,708 2,490 3,272 2,696 2,820 2,517 4,021 2,798 4,141 1,508 2,085 2,798 2,300 3,481 4,202 2,978 2,459 1,854 2,892 3,142 2,509 2,025 3,409 (233) 7/28/2014 1995 (528) 7/28/2014 1990 (281) 7/28/2014 1996 (435) 7/28/2014 1976 (317) 7/28/2014 1993 (286) 7/28/2014 1983 (325) 7/28/2014 2012 (408) 7/28/2014 1988 (335) 7/28/2014 1995 (536) 7/28/2014 1987 (351) 7/28/2014 1989 (302) 7/28/2014 1992 (344) 7/28/2014 1972 (322) 7/28/2014 1971 (375) 7/28/2014 1995 (265) 7/28/2014 1991 (385) 7/28/2014 1980 (450) 7/28/2014 1992 (376) 7/28/2014 1975 (277) 7/28/2014 1995 (256) 7/28/2014 1982 (370) 7/28/2014 1974 (298) 7/28/2014 1982 (311) 7/28/2014 1972 (484) 7/28/2014 1975 (367) 7/28/2014 1975 (356) 7/28/2014 1987 (308) 7/28/2014 1993 (410) 7/28/2014 1975 (465) 7/28/2014 1990 (352) 7/28/2014 1993 (212) 7/28/2014 1979 (471) 7/28/2014 1980 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Red Lobster Fayetteville Red Lobster Greensboro Red Lobster Raleigh Red Lobster Fargo Red Lobster Liverpool NC NC NC ND NY Red Lobster Beavercreek OH Red Lobster Lima OH Red Lobster Oklahoma City OK Red Lobster Shawnee OK Red Lobster Florence Red Lobster Clarksville Red Lobster Jackson Red Lobster Amarillo Red Lobster Denton Red Lobster Killeen Red Lobster Lewisville Red Lobster McAllen SC TN TN TX TX TX TX TX Red Lobster Harrisonburg VA Red Lobster Mt. Pleasant WI Red Lobster Huntington WV Red Lobster Cheyenne WY Red Lobster Ashwaubenon WI Red Lobster Huntsville AL Red Lobster Orland Park Red Lobster West Dundee Red Lobster Terre Haute Red Lobster Monroe Red Lobster Flint Red Lobster Saginaw Red Lobster Traverse City Red Lobster Du Bois Red Lobster Sumter Red Lobster Aurora IL IL IN LA MI MI MI PA SC IL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 675 1,372 946 888 900 551 843 610 437 779 543 822 590 832 732 1,087 960 465 856 344 1,514 1,270 1,098 1,046 197 1,066 455 505 335 1,036 317 988 1,598 2,908 1,785 2,183 2,933 2,088 2,334 658 2,681 1,744 1,506 2,223 1,427 2,342 2,044 1,935 1,626 1,647 1,369 1,773 2,552 640 1,116 2,330 2,489 2,195 2,640 2,022 2,266 1,961 1,121 981 1,117 782 F-163 — — — — — — — — — — — — — — — (106) — — — — — — — — — — — — — — — — — 3,583 3,157 3,129 3,821 2,988 2,885 1,501 3,291 2,181 2,285 2,766 2,249 2,932 2,876 2,667 2,607 2,607 1,834 2,629 2,896 2,154 2,386 3,428 3,535 2,392 3,706 2,477 2,771 2,296 2,157 1,298 2,105 2,380 (433) 7/28/2014 1978 (310) 7/28/2014 1972 (349) 7/28/2014 1983 (485) 7/28/2014 1981 (366) 7/28/2014 1975 (439) 7/28/2014 1994 (210) 7/28/2014 1991 (429) 7/28/2014 1980 (334) 7/28/2014 1995 (319) 7/28/2014 1990 (391) 7/28/2014 1990 (325) 7/28/2014 1995 (385) 7/28/2014 1976 (403) 7/28/2014 1991 (372) 7/28/2014 1991 (279) 7/28/2014 1973 (377) 7/28/2014 2010 (321) 7/28/2014 1993 (409) 7/28/2014 2012 (459) 7/28/2014 1985 (123) 7/28/2014 1992 (231) 7/28/2014 1975 (388) 7/28/2014 1975 (419) 7/28/2014 1980 (376) 7/28/2014 1982 (429) 7/28/2014 1972 (389) 7/28/2014 1991 (391) 7/28/2014 1976 (344) 7/28/2014 1975 (286) 7/28/2014 1996 (253) 7/28/2014 1995 (283) 7/28/2014 1995 (177) 7/28/2014 1979 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Red Lobster Matteson Red Lobster Springfield Red Lobster Vestal Red Lobster Cincinnati Red Lobster Lancaster IL IL NY OH OH Red Lobster Youngstown OH Red Lobster Chattanooga Red Lobster Longview Red Lobster Novi TN TX MI Red Lobster Cuyahoga Falls OH Red Lobster Muskogee Red Lobster Casper Red Lobster Buford Red Lobster Kennesaw Red Lobster Chicago Red Lobster Evansville Red Lobster Richmond Red Lobster Canton Red Lobster Mansfield Red Lobster Rochester Red Lobster Columbus Red Lobster Springfield Red Lobster Pittsburgh Bahama Breeze Pittsburgh Olive Garden Pittsburgh Smokey Bones Pittsburgh Olive Garden Silverdale Red Lobster Silverdale Red Lobster Salisbury Olive Garden Salisbury OK WY GA GA IL IN IN OH OH NY OH PA PA PA PA PA WA WA MD MD Red Lobster Port Charlotte FL Olive Garden Port Charlotte FL Red Lobster Oklahoma City OK — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 962 1,205 1,027 1,484 737 214 1,548 324 2,061 306 399 1,014 1,315 1,382 1,064 587 371 398 335 756 787 1,571 1,641 1,590 1,560 1,490 1,752 1,661 1,070 1,171 1,476 1,454 800 2,212 1,253 2,255 1,687 1,570 2,477 2,575 2,625 1,847 2,511 1,707 1,337 2,638 1,802 2,422 3,357 1,416 2,596 1,697 2,122 2,123 2,344 1,096 1,753 1,422 390 2,015 501 1,868 3,144 1,516 4,156 1,960 F-164 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 3,174 2,458 3,282 3,171 2,307 2,691 4,123 2,949 3,908 2,817 2,106 2,351 3,953 3,184 3,486 3,944 1,787 2,994 2,032 2,878 2,910 3,915 2,737 3,343 2,982 1,880 3,767 2,162 2,938 4,315 2,992 5,610 2,760 (360) 7/28/2014 1976 (259) 7/28/2014 1977 (387) 7/28/2014 1976 (280) 7/28/2014 1977 (313) 7/28/2014 1991 (416) 7/28/2014 1982 (387) 7/28/2014 1972 (441) 7/28/2014 1981 (352) 7/28/2014 1983 (397) 7/28/2014 1974 (356) 7/28/2014 1995 (352) 7/28/2014 2011 (488) 7/28/2014 2000 (338) 7/28/2014 1987 (404) 7/28/2014 1980 (534) 7/28/2014 1972 (322) 7/28/2014 1996 (408) 7/28/2014 1974 (297) 7/28/2014 1977 (412) 7/28/2014 1985 (347) 7/28/2014 1973 (437) 7/28/2014 1983 (223) 7/28/2014 1987 (336) 7/28/2014 2004 (278) 7/28/2014 2003 (168) 7/28/2014 2000 (320) 7/28/2014 1993 (190) 7/28/2014 1993 (381) 7/28/2014 1992 (472) 7/28/2014 1995 (319) 7/28/2014 1990 (605) 7/28/2014 1990 (362) 7/28/2014 1991 Property City State Olive Garden Oklahoma City OK Red Lobster Morgantown WV Olive Garden Morgantown WV Red Lobster Manassas Olive Garden Manassas Red Lobster Leesburg Olive Garden Leesburg Red Lobster Langhorne Olive Garden Langhorne Red Lobster Houston Olive Garden Houston Red Lobster Flagstaff Olive Garden Flagstaff Red Lobster Chesapeake Olive Garden Chesapeake Red Lobster Olive Garden Red Lobster Olive Garden Cary Cary Altamonte Springs Altamonte Springs Red Lobster Memphis Bahama Breeze Memphis Red Lobster Jackson Dollar General Galatia Dollar Tree/Family Dollar Marion VA VA FL FL PA PA TX TX AZ AZ VA VA NC NC FL FL TN TN MS IL AL Red Lobster Branson MO Red Lobster Mentor Red Lobster Sandusky Red Lobster Abilene Dollar General Rensselaer Dollar General Medaryville Dollar General Park Forest Dollar Tree/Family Dollar Blackhawk Dollar General Bronson OH OH TX IN IN IL SD MI Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 819 1,252 1,765 1,800 1,965 721 692 979 970 960 973 891 875 1,262 1,382 1,933 1,545 1,212 699 1,602 2,370 1,128 87 247 1,496 651 1,290 209 111 96 390 115 97 4,053 1,477 2,199 941 2,585 1,262 1,837 2,735 3,717 1,833 2,902 514 455 1,374 2,252 1,118 6,603 1,674 4,023 2,290 1,313 2,851 1,008 780 1,074 2,129 1,126 1,976 957 914 1,036 585 436 F-165 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 4,872 2,729 3,964 2,741 4,550 1,983 2,529 3,714 4,687 2,793 3,875 1,405 1,330 2,636 3,634 3,051 8,148 2,886 4,722 3,892 3,683 3,979 1,095 1,027 2,570 2,780 2,416 2,185 1,068 1,010 1,426 700 533 (594) 7/28/2014 1991 (342) 7/28/2014 2009 (432) 7/28/2014 2006 (236) 7/28/2014 1993 (395) 7/28/2014 1993 (290) 7/28/2014 1990 (289) 7/28/2014 1990 (506) 7/28/2014 1996 (544) 7/28/2014 1996 (323) 7/28/2014 1981 (437) 7/28/2014 1994 (211) 7/28/2014 1996 (95) 7/28/2014 1996 (270) 7/28/2014 1992 (351) 7/28/2014 1991 (276) 7/28/2014 1992 (942) 7/28/2014 1992 (325) 7/28/2014 1986 (670) 7/28/2014 2006 (370) 7/28/2014 1972 (219) 7/28/2014 1998 (472) 7/28/2014 1977 (221) 7/29/2014 2014 (176) 7/30/2014 2014 (201) 7/30/2014 2000 (361) 7/30/2014 1977 (248) 7/30/2014 1986 (346) 7/30/2014 1980 (240) 7/30/2014 2014 (334) 7/31/2014 2014 (219) 8/1/2014 2013 (139) 8/6/2014 2006 (257) 8/6/2014 1965 Property City State Dollar Tree/Family Dollar Winter Haven FL Dollar General Headland Dollar General Shiloh AL GA Dollar Tree/Family Dollar Jeffersonville GA DJO Global Mattress Firm Dollar Tree/Family Dollar Dollar Tree/Family Dollar Vista Flint Clearwater Zellwood ifm efector Malvern CA MI FL FL PA OH MS TX TN NC TX MI AZ OH FL Cortland Pearl Donna Lexington Liberty Ore City Detroit Phoenix Hamilton Mulberry Bowling Green KY Seadrift Pensacola Auburndale Richland El Dorado Sonora Acworth Avondale Monroe Wirtz Canton Lancaster Ash Fork TX FL FL GA AR TX GA LA MI VA MS SC AZ Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 534 387 150 153 942 1,091 743 926 3,732 16,868 467 425 272 1,816 188 342 194 323 243 27 110 303 131 131 334 51 69 314 125 151 49 489 381 243 148 210 249 123 1,323 1,006 1,005 — 963 1,001 855 838 802 744 1,051 712 1,215 1,156 951 832 1,085 951 859 806 548 901 1,255 1,061 919 1,142 725 1,015 F-166 — — — — — — — — 1,476 1,478 893 1,079 (144) 8/8/2014 2014 (266) 8/13/2014 2014 (268) 8/13/2014 2014 (206) 8/15/2014 2014 20,600 (12,645) 8/15/2014 2006 1,790 1,431 1,277 (325) 8/19/2014 2014 (219) 8/22/2014 2014 (220) 8/22/2014 2014 9,747 11,563 (1,523) 8/27/2014 2014 — — — — — — — — — — — — — — — — — — — — — — — — 1,151 1,343 1,049 1,161 1,045 771 1,161 1,015 1,346 1,287 1,285 883 1,154 1,265 984 957 597 1,390 1,636 1,304 1,067 1,352 974 1,138 (220) 8/28/2014 2013 (223) 8/28/2014 2013 (197) 8/28/2014 2013 (191) 8/28/2014 2013 (182) 8/28/2014 2013 (170) 8/28/2014 2013 (247) 8/28/2014 2005 (185) 8/28/2014 2004 (266) 8/28/2014 2013 (256) 8/28/2014 2013 (213) 8/28/2014 2013 (188) 8/28/2014 2013 (237) 8/28/2014 2013 (213) 8/28/2014 2013 (195) 8/28/2014 2014 (212) 8/28/2014 1988 (151) 8/28/2014 2001 (206) 8/28/2014 2013 (281) 8/28/2014 2013 (240) 8/28/2014 2013 (208) 8/28/2014 2013 (256) 8/28/2014 2013 (168) 8/28/2014 2013 (228) 8/28/2014 2013 Property City State Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Orlando FL Golden Valley AZ Woodruff Blooming Grove Marietta SC TX GA DNU Beverly Hills FL Phoenix AZ Oklahoma City OK Philadelphia MS Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Hiddenite Rockholds Natchez Nashville Durant Westwego Lindale Macon McAllen Bunnell Mitchell Carlisle Piney Flats Dayton Ocala Drew Orlando Dollar Tree/Family Dollar Canal Winchester Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Hickory Burlington Alton Refugio Fountain Duncan NC KY MS TN OK LA GA GA TX FL IN KY TN OH FL MS FL OH NC NC TX TX FL AZ Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 349 110 229 70 582 409 416 390 53 221 121 289 334 164 332 227 300 445 188 101 157 200 107 108 11 291 218 215 291 134 110 202 98 1,294 772 1,125 753 1,126 965 1,229 990 897 832 988 749 1,275 1,223 1,052 966 893 896 936 1,119 871 953 899 816 1,039 1,286 1,116 785 694 908 982 825 895 F-167 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,643 882 1,354 823 1,708 1,374 1,645 1,380 950 1,053 1,109 1,038 1,609 1,387 1,384 1,193 1,193 1,341 1,124 1,220 1,028 1,153 1,006 924 1,050 1,577 1,334 1,000 985 1,042 1,092 1,027 993 (283) 8/28/2014 2014 (204) 8/28/2014 2001 (248) 8/28/2014 2010 (173) 8/28/2014 2014 (252) 8/28/2014 2013 (218) 8/28/2014 2013 (270) 8/28/2014 2013 (224) 8/28/2014 2013 (205) 8/28/2014 2014 (190) 8/28/2014 2013 (228) 8/28/2014 2014 (223) 8/28/2014 1982 (312) 8/28/2014 1976 (287) 8/28/2014 2000 (241) 8/28/2014 2013 (220) 8/28/2014 2014 (203) 8/28/2014 2013 (202) 8/28/2014 2013 (214) 8/28/2014 2013 (258) 8/28/2014 2014 (200) 8/28/2014 2014 (216) 8/28/2014 2014 (258) 8/28/2014 1940 (194) 8/28/2014 2005 (276) 8/28/2014 1989 (281) 8/28/2014 2013 (248) 8/28/2014 2012 (179) 8/28/2014 2014 (159) 8/28/2014 2012 (204) 8/28/2014 2013 (219) 8/28/2014 2013 (188) 8/28/2014 2014 (201) 8/28/2014 2013 Property City State Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Alma Wichita Millbrook La Pryor GA KS AL TX DNU Boiling Springs NC Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Asheboro NC Montgomery AL Citra Sabinal Dayton Cincinnati FL TX OH OH AL AL DNU Huntsville Dollar Tree/Family Dollar Hoover Take 5 Oil Change N. Barberton OH Take 5 Oil Change Akron Take 5 Oil Change Akron OH OH Take 5 Oil Change Fairview Park OH Take 5 Oil Change Mayfield Heights OH Take 5 Oil Change Bedford Heights OH Take 5 Oil Change Painesville Take 5 Oil Change Westlake Take 5 Oil Change Parma Take 5 Oil Change Parma Take 5 Oil Change Lakewood Take 5 Oil Change Akron Take 5 Oil Change Cleveland Take 5 Oil Change Seven Hills Take 5 Oil Change Solon Take 5 Oil Change Medina OH OH OH OH OH OH OH OH OH OH Take 5 Oil Change South Euclid OH Take 5 Oil Change Stow OH Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — (5) — — 1,033 1,251 1,368 891 1,089 1,183 1,065 1,085 987 747 1,276 1,568 1,521 642 366 896 384 631 685 484 610 514 808 970 (213) 8/28/2014 1982 (229) 8/28/2014 2013 (236) 8/28/2014 2013 (185) 8/28/2014 2013 (169) 8/28/2014 2013 (216) 8/28/2014 2014 (191) 8/28/2014 2013 (231) 8/28/2014 2013 (212) 8/28/2014 2013 (164) 8/28/2014 2002 (254) 8/28/2014 2001 (238) 8/29/2014 2014 (262) 8/29/2014 2014 (120) 9/2/2014 1998 (69) 9/2/2014 1988 (189) 9/2/2014 1995 (65) 9/2/2014 1988 (112) 9/2/2014 1988 (140) 9/2/2014 1986 (67) 9/2/2014 1988 (117) 9/2/2014 1999 (91) 9/2/2014 1986 (135) 9/2/2014 1986 (190) 9/2/2014 1993 1,248 (253) 9/2/2014 1992 686 383 720 544 670 362 (136) 9/2/2014 1988 (61) 9/2/2014 1987 (123) 9/2/2014 1992 (110) 9/2/2014 1995 (126) 9/2/2014 1986 (45) 9/2/2014 1988 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 79 216 316 74 322 251 218 47 35 129 221 476 368 140 79 135 205 201 156 276 85 124 306 205 205 127 182 233 135 109 230 954 1,035 1,052 817 767 932 847 1,038 952 618 1,055 1,092 1,153 502 287 761 179 430 529 208 525 390 502 765 1,043 559 201 487 414 561 132 F-168 Property City State Take 5 Oil Change Willoughby OH Dollar Tree/Family Dollar St. Matthews SC Archrock Fort Worth FedEx Marcy Dollar General Schneider Dollar Tree/Family Dollar Parkton Dollar General Bainbridge AT&T Schaumburg Keane Frac Pleasanton Dollar Tree/Family Dollar Riverdale Dollar General Cullman Circle K Thomson Circle K Martinez TX NY IN NC IN IL TX GA AL GA GA Ashley Furniture HomeStore Jeffersontown KY Sunbelt Rentals Memphis Dollar General Bremen Dollar Tree/Family Dollar Manning Owens & Minor Cleveland Dollar Tree/Family Dollar Anaconda TN AL SC OH MT DaVita Dialysis New Orleans LA Kum & Go Muskogee OK Mattress Firm Flint Dollar Tree/Family Dollar Weatherford Dollar Tree/Family Dollar Parker Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar New Britain Keota Anthony Kansas CIty Advance Auto Parts Brooklyn SCP Distributors Knoxville SCP Distributors North Little Rock MI TX SD CT OK FL KS CT TN AR Dollar General Oceana WV Dollar Tree/Family Dollar Fayetteville GA Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 168 175 1,360 339 124 164 131 2,364 328 310 221 637 293 1,966 365 59 313 755 164 511 97 409 218 117 484 279 242 290 324 251 258 317 217 425 828 5,704 5,795 1,010 894 765 9,305 4,804 1,188 861 340 329 2,368 929 1,017 960 6,077 1,058 2,237 973 1,164 1,057 828 1,280 872 1,037 1,170 1,429 900 1,665 1,023 1,203 F-169 — — — — — — — 593 1,003 7,064 6,134 1,134 1,058 896 (104) 9/2/2014 1986 (187) 9/3/2014 2014 (1,404) 9/5/2014 2011 (2,363) 9/5/2014 2006 (225) 9/17/2014 2014 (199) 9/19/2014 2014 (174) 9/22/2014 2010 775 12,444 (2,901) 9/24/2014 1989 (2,858) — — — — — 128 — — (4) — — — — (5) 1 26 — — (5) — 191 (9) — — 2,274 1,498 1,082 977 622 4,334 1,422 1,076 1,273 6,828 1,222 2,748 1,070 1,573 1,270 946 1,790 1,151 1,279 1,455 1,753 1,342 1,914 1,340 1,420 (343) 9/25/2014 2014 (258) 9/26/2014 2014 (200) 9/26/2014 2014 (104) 9/26/2014 1990 (97) 9/26/2014 1993 (710) 9/26/2014 1970 (275) 9/26/2014 1995 (259) 9/29/2014 2014 (215) 9/30/2014 2014 (1,547) 9/30/2014 2014 (251) 9/30/2014 2014 (474) 9/30/2014 2010 (255) 9/30/2014 1999 (253) 10/3/2014 2014 (258) 10/10/2014 2014 (213) 10/10/2014 2014 (281) 10/14/2014 2013 (195) 10/16/2014 2014 (245) 10/30/2014 2014 (258) 11/6/2014 2014 (297) 11/7/2014 2006 (247) 11/20/2014 1970 (372) 11/20/2014 2006 (235) 11/20/2014 2014 (255) 11/20/2014 2014 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Lancaster NH Kansas CIty KS Cloudcroft NM Omaha Omaha Lake Alfred Stratford Dollar Tree/Family Dollar Ennis Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Huntsville Columbia Waterflow Broaddus Springer Arlington North El Reno Carrizozo Whitehall Wolcott Tyndall Wilmington Lemmon FedEx Rapid City Dollar Tree/Family Dollar Dollar Tree/Family Dollar McLaughlin Oklahoma City OK Dollar Tree/Family Dollar Belen Dollar Tree/Family Dollar Mesquite Dollar Tree/Family Dollar Logan Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Mesquite Poteau Fort Worth Mesquite Velarde NM NE NE FL NJ MT AL SC NM TX NM TX SC OK NM MT NY SD DE SD SD SD NM TX NM TX OK TX TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 456 352 184 141 196 484 378 246 628 489 175 75 106 425 193 225 250 132 197 72 540 140 305 35 403 350 426 80 1,460 310 276 1,414 183 1,294 1,026 1,344 1,159 1,334 1,006 1,511 — 924 943 — — — — 979 — — — 1,193 (2) (1) — 4 — — (173) 773 — — 1,294 921 1,198 1,112 — 968 1,113 1,064 — — 1,072 1,218 — 2,741 — — — — — — — 935 — — F-170 — 1,021 4,583 1,093 988 969 1,146 1,147 (183) 925 — (8) 1,122 1,748 1,377 1,528 1,304 1,530 1,490 1,716 1,019 1,552 1,432 1,469 996 1,304 1,537 1,172 1,193 1,363 1,196 1,390 1,144 1,758 1,161 7,629 1,128 1,391 1,319 1,572 1,227 1,277 1,235 1,211 1,406 1,305 (287) 12/12/2014 2014 (230) 12/18/2014 1995 (312) 12/18/2014 2014 (282) 12/18/2014 2014 (341) 12/19/2014 2014 (189) 12/23/2014 2014 (281) 12/31/2014 2014 (215) 1/8/2015 2014 (193) 1/12/2015 2014 (194) 2/3/2015 2013 (189) 2/5/2015 2014 (205) 2/6/2015 1995 (245) 2/11/2015 2015 (97) 2/13/2015 2017 (203) 2/23/2015 2013 (229) 3/2/2015 1995 (228) 3/6/2015 2014 (293) 3/19/2015 1995 (266) 3/25/2015 2014 (214) 3/31/2015 2015 (252) 4/21/2015 2015 (183) 5/1/2015 2015 (1,693) 5/8/2015 2007 (188) 5/12/2015 2015 (186) 5/15/2015 2015 (214) 5/29/2015 2015 (227) 5/29/2015 2015 (218) 5/29/2015 2015 (213) 7/9/2015 2015 (187) 8/7/2015 2015 (176) 8/21/2015 2015 (212) 9/1/2015 2015 (223) 9/2/2015 2015 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Dollar Tree/Family Dollar Geary Porum Industry Arlington OK OK TX TX Balch Springs TX Raytown Texhoma MO OK Three Forks MT Fort Worth TX LA Fitness Boynton Beach FL LA Fitness Miami LA Fitness McKinney FL TX LA Fitness St. Clair Shores MI Floor & Decor McDonough GA At Home Florence KY Academy Sports + Outdoors Johnson City TN Best Buy Findlay Natural Grocers Gilbert Natural Grocers Gilbert Natural Grocers Tucson SuperAmerica Waite Park SuperAmerica St. Cloud SuperAmerica St. Cloud SuperAmerica Waite Park SuperAmerica St. Cloud SuperAmerica St. Cloud SuperAmerica Sartell OH AZ AZ AZ MN MN MN MN MN MN MN SuperAmerica Sauk Rapids MN SuperAmerica Pierz SuperAmerica St. Cloud SuperAmerica Foley MN MN MN SuperAmerica Pequot Lakes MN LA Fitness Rowlett TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 167 18 190 300 318 415 150 250 350 1,485 2,730 2,039 2,163 1,859 6,794 1,902 3,313 2,113 2,100 1,571 316 126 330 770 104 582 718 419 67 361 72 158 882 — — — — — — — — 9,945 8,671 7,787 6,787 7,711 5,968 6,440 — 995 902 1,059 1,208 1,287 911 953 1,015 — — — — — — — 1,049 1,013 1,092 1,359 1,526 1,702 1,061 1,203 1,365 11,430 11,401 9,826 8,950 9,570 (164) 10/14/2015 2015 (197) 11/5/2015 2015 (199) 11/9/2015 2014 (189) 12/4/2015 1995 (210) 12/11/2015 2015 (266) 12/23/2015 2014 (160) 2/24/2016 2015 (179) 3/3/2016 2014 (163) 3/31/2016 2015 (927) 11/22/2016 2005 (833) 11/22/2016 2015 (759) 11/22/2016 2005 (706) 11/22/2016 1982 (725) 12/13/2016 2015 12,762 (1,085) 12/14/2016 1992 8,342 (594) 12/19/2016 2015 37,568 2,750 43,631 (3,079) 2/15/2017 1996 3,211 3,231 3,637 333 151 365 503 136 657 486 753 411 433 276 1,489 7,668 — — — — — — 1 — — 1 — — 1 — — 5,324 5,331 5,208 649 277 695 1,274 240 1,239 1,205 1,172 478 795 348 (276) 3/1/2017 2016 (278) 3/1/2017 2016 (355) 3/1/2017 2016 (31) 3/27/2017 1999 (15) 3/27/2017 1968 (36) 3/27/2017 1984 (48) 3/27/2017 1999 (13) 3/27/2017 1922 (66) 3/27/2017 1987 (44) 3/27/2017 2000 (71) 3/27/2017 1997 (39) 3/27/2017 1996 (43) 3/27/2017 1987 (27) 3/27/2017 1984 1,647 (149) 3/27/2017 1983 406 10,613 (663) 4/11/2017 2006 2,539 F-171 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Mister Car Wash Grand Rapids MI Mister Car Wash Grand Rapids MI Mister Car Wash Grand Rapids MI Mister Car Wash Grand Rapids MI Mister Car Wash Kentwood Fresh Thyme Farmers Market Canton Take 5 Oil Change Miamisburg Take 5 Oil Change Florence Take 5 Oil Change Fort Wright MI MI OH KY KY Take 5 Oil Change Lawrenceburg IN Take 5 Oil Change Erlanger Take 5 Oil Change Moraine Take 5 Oil Change Alexandria Tractor Supply Buena Vista Hobby Lobby Algonquin Bob Evans Amherst Bob Evans Brunswick Bob Evans Cincinnati Bob Evans Cincinnati Bob Evans East Peoria Bob Evans Indianapolis Bob Evans Jackson Bob Evans Lancaster Bob Evans Lima Bob Evans Marion Bob Evans Medina Bob Evans Mentor KY OH KY CO IL OH OH OH OH IL IN MI OH OH OH OH OH Bob Evans Mount Vernon OH Bob Evans Muskegon Bob Evans Newark Bob Evans Phoenixville Bob Evans Bob Evans Stow Troy MI DE PA OH OH — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 779 721 458 662 238 1,600 996 938 777 877 1,361 6,976 246 279 179 516 337 415 294 646 998 163 1,147 563 601 717 430 980 626 366 469 496 626 343 550 869 495 418 512 486 896 816 721 1,072 692 677 2,974 4,580 1,557 1,088 1,706 1,529 1,142 708 1,305 1,546 1,631 1,657 1,050 929 1,338 860 810 438 1,416 1,255 F-172 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,379 1,717 1,396 1,439 1,115 8,337 732 1,175 995 1,237 1,409 1,107 971 3,620 5,578 1,720 2,235 2,269 2,130 1,859 1,138 2,285 2,172 1,997 2,126 1,546 1,555 1,681 1,410 1,679 933 1,834 1,767 (123) 4/18/2017 2001 (73) 5/16/2017 1984 (71) 5/16/2017 1961 (58) 5/16/2017 2002 (68) 5/16/2017 1979 (565) 5/18/2017 2017 (39) 6/8/2017 1992 (65) 6/8/2017 1998 (63) 6/8/2017 1995 (59) 6/8/2017 2017 (76) 6/8/2017 2003 (51) 6/8/2017 1995 (50) 6/8/2017 1996 (228) 6/16/2017 2014 (357) 6/23/2017 2012 (126) 6/26/2017 1987 (95) 6/26/2017 1992 (149) 6/26/2017 2003 (135) 6/26/2017 2002 (99) 6/26/2017 1993 (62) 6/26/2017 2002 (102) 6/26/2017 2005 (131) 6/26/2017 1998 (139) 6/26/2017 2000 (143) 6/26/2017 2008 (93) 6/26/2017 2000 (80) 6/26/2017 1999 (119) 6/26/2017 2011 (70) 6/26/2017 2001 (62) 6/26/2017 1996 (34) 6/26/2017 1999 (125) 6/26/2017 2002 (109) 6/26/2017 1992 Property City State Bob Evans Wapakoneta OH Bob Evans Wilkes-Barre PA Bob Evans Willoughby Bob Evans Xenia OH OH Helmer Scientific Noblesville IN OH NY OH TN WI AR CO MI Gorilla Glue Cincinnati LA Fitness Webster Lamrite West Strongsville Five Below Smyrna Mattress Firm Oak Creek Cabela's Cabela's Cabela's Cabela's Cabela's Rogers Thornton Grandville Lacey WA Oklahoma City OK Mister Car Wash Florence AL Mister Car Wash Muscle Shoals AL Mister Car Wash Florence Duluth Trading Co Avon Amesbury Truth Statesville Petsmart Sedalia Tractor Supply York LA Fitness Tampa AL OH NC MO NE FL Five Below Montgomery AL Michaels Lancaster Art Van Furniture Avon Art Van Furniture Hanover Art Van Furniture Johnstown Art Van Furniture Lancaster Art Van Furniture Mentor Art Van Furniture Middleburg Heights CA OH PA PA PA OH OH Art Van Furniture North Canton OH Tractor Supply Romney WV Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 253 373 675 337 1,431 5,563 2,922 3,078 2,009 906 3,419 3,677 3,269 3,393 3,383 198 378 404 1,088 424 273 326 1,084 1,480 7,744 925 703 386 2,156 1,090 1,440 545 418 1,479 714 1,262 1,433 10,699 34,887 5,102 34,076 9,467 3,578 17,605 19,099 20,328 20,158 11,590 1,376 1,445 1,605 3,671 23,261 3,645 2,452 6,500 9,117 33,872 10,031 4,108 2,582 6,030 9,582 5,529 8,636 3,097 F-173 — — — — — — — — 1,732 1,087 1,937 1,770 (131) 6/26/2017 2001 (56) 6/26/2017 2003 (108) 6/26/2017 2005 (126) 6/26/2017 1988 12,130 (722) 7/27/2017 2012 40,450 (2,513) 7/28/2017 1978 8,024 (391) 8/1/2017 2014 37,154 (2,138) 8/21/2017 1999 108 11,584 (658) 8/25/2017 2016 — — — — (29) — 3 3 3 — 19 — — — 314 — — 177 201 394 — — — — 4,484 (276) 8/25/2017 2016 21,024 (1,148) 9/25/2017 2012 22,776 (1,216) 9/25/2017 2012 23,597 (1,312) 9/25/2017 2013 23,522 (1,365) 9/25/2017 2007 14,973 (746) 9/25/2017 2015 1,577 1,826 2,012 4,759 (89) 10/17/2017 2008 (100) 10/17/2017 2008 (129) 10/17/2017 2016 (291) 10/20/2017 2017 23,704 (1,393) 10/24/2017 2017 3,918 2,778 7,584 (230) 11/1/2017 2017 (165) 11/3/2017 2017 (480) 11/13/2017 2016 10,911 (721) 11/17/2017 2017 41,616 (2,102) 11/20/2017 1998 10,956 (623) 11/22/2017 2016 4,988 3,169 8,580 (253) 11/22/2017 1996 (180) 11/22/2017 1969 (387) 11/22/2017 1978 10,672 (593) 11/22/2017 2009 6,969 9,181 3,515 (336) 11/22/2017 1973 (546) 11/22/2017 2007 (194) 11/29/2017 2017 Property City State Burlington West Valley City Duluth Trading Co Waukesha Bed Bath & Beyond Windsor LA Fitness Tinley Park Petco Tucson UT WI VA IL AZ Petsmart Lee's Summit MO At Home Blaine At Home Fort Worth At Home Jackson At Home Memphis Hobby Lobby Auburn Burlington Rogers MN TX MS TN ME AR Best Buy Silverdale WA Codale Codale Codale Orem Logan West Valley Duluth Trading Co West Fargo Big Lots Foley SiteOne SiteOne SiteOne Homer Glen Park City Pingree Grove Marshalls Phoenix Floor & Decor Riverdale At Home Wixom At Home Shreveport At Home Clarksville Mad Max Fond Du Lac Mad Max Fond Du Lac Mad Max Fond Du Lac UT UT UT ND AL IL IL IL AZ UT MI LA TN WI WI WI Mad Max Port Washington WI Mad Max Port Washington WI Mad Max West Bend WI Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,331 857 3,032 1,722 1,176 781 3,023 2,641 2,661 4,790 2,606 1,460 3,687 637 420 2,684 1,099 1,770 929 932 1,281 2,325 2,920 3,329 2,093 1,649 303 1,484 133 191 533 463 5,821 4,067 59,649 8,976 8,565 3,381 9,220 10,723 7,245 4,048 3,566 6,379 — — 3 — — — — — — — — — 8,152 4,924 (486) 11/30/2017 2017 (241) 12/14/2017 2017 62,684 (3,109) 12/20/2017 2001 10,698 (510) 12/22/2017 2006 9,741 4,162 12,243 13,364 9,906 8,838 6,172 7,839 (624) 12/28/2017 2017 (195) 1/5/2018 2017 (547) 2/8/2018 2001 (600) 2/8/2018 2015 (408) 2/8/2018 1995 (279) 2/8/2018 2005 (188) 3/7/2018 2014 (337) 3/7/2018 2015 10,570 380 14,637 (732) 3/27/2018 1991 7 — — — — 7 11 — — 129 — — — — — — — — — 5,815 3,427 (404) 3/30/2018 1995 (173) 3/30/2018 2010 28,565 (1,302) 3/30/2018 2008 4,307 8,612 1,829 1,687 2,442 8,273 8,783 14,668 14,404 9,274 1,515 3,995 405 759 1,266 1,173 (164) 4/27/2018 2018 (319) 5/24/2018 2014 (83) 5/29/2018 1960 (64) 5/29/2018 1988 (90) 5/29/2018 2018 (329) 5/31/2018 1997 (457) 6/28/2018 1992 (547) 7/3/2018 2017 (557) 7/3/2018 2018 (357) 7/3/2018 1992 (64) 7/17/2018 2007 (186) 7/17/2018 1974 (19) 7/17/2018 1952 (34) 7/17/2018 1991 (44) 7/17/2018 1996 (43) 7/17/2018 2012 5,171 3,007 25,881 3,208 6,842 893 744 1,161 5,948 5,734 11,339 12,311 7,625 1,212 2,511 272 568 733 710 F-174 Property City State Mad Max West Bend Mad Max West Bend Mad Max West Bend LA Fitness Memphis WI WI WI TN Mister Car Wash Grand Rapids MI Mister Car Wash Jenison MI Regal Cinemas Christiansburg VA Marshall's Convenience Stores Cascade Marshall's Convenience Stores Elkhart Lake Marshall's Convenience Stores Glenbeulah Marshall's Convenience Stores Kewaskum Marshall's Convenience Stores Plymouth Marshall's Convenience Stores Plymouth At Home At Home Rogers Gilbert At Home Richmond Insurance Auto Auctions Hudson WI WI WI WI WI WI AR AZ TX FL Floor & Decor Oklahoma City OK Topgolf Brooklyn Center MN Floor & Decor Overland Park KS Duluth Trading Co South Portland ME Mills Fleet Farm Cedar Falls Graphic Packaging Monroe Fresh Thyme Farmers Market Omaha LA Fitness Edina 24 Hour Fitness Indio La-Z-Boy Chandler La-Z-Boy Tucson La-Z-Boy Goodyear IA LA NE MN CA AZ AZ AZ La-Z-Boy Prescott Valley AZ Floor & Decor Jacksonville Steinhafels Menomonee Falls Steinhafels Oak Creek FL WI WI Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 483 278 333 965 315 570 1,466 7,348 554 393 902 915 1,610 9,897 32 283 45 253 82 199 2,589 4,053 4,605 1,062 3,069 8,173 2,943 811 — 637 1,392 2,914 2,171 2,932 1,144 2,034 1,048 4,080 3,581 3,707 436 955 605 468 318 539 10,042 8,351 7,273 11,203 6,666 24,628 5,832 3,254 3,501 91,313 6,652 9,189 10,333 4,710 4,311 5,147 2,244 11,337 11,263 6,776 F-175 — — — — — — — — — — — — — — — — — — — — — 1,448 (52) 7/17/2018 2016 593 903 8,814 1,456 1,308 (23) 7/17/2018 1986 (33) 7/17/2018 1999 (346) 7/26/2018 2014 (39) 8/15/2018 1976 (36) 8/15/2018 1977 11,507 (353) 8/24/2018 2007 468 1,238 650 721 400 738 12,631 12,404 11,878 12,265 (23) 8/30/2018 1991 (50) 8/30/2018 1985 (31) 8/30/2018 2008 (27) 8/30/2018 1999 (17) 8/30/2018 1984 (33) 8/30/2018 2005 (373) 10/3/2018 2018 (312) 10/3/2018 2017 (276) 10/3/2018 2017 (819) 10/9/2018 2018 9,735 (227) 10/25/2018 2018 32,801 (1,164) 11/2/2018 2018 8,775 4,065 (202) 11/26/2018 1963 (106) 12/13/2018 2018 20,626 24,127 (148) 12/21/2018 2019 5 — — — — — — — — — — 91,955 (2,683) 12/28/2018 2018 8,044 (182) 1/15/2019 2017 12,103 12,504 7,642 5,455 7,181 3,292 15,417 14,844 10,483 (242) 1/30/2019 1968 (286) 2/5/2019 2007 (265) 2/13/2019 2005 (227) 2/13/2019 2002 (291) 2/13/2019 2008 (124) 2/13/2019 2016 (263) 3/27/2019 2018 (199) 5/1/2019 2006 (131) 5/1/2019 1986 Property City State Steinhafels Vernon Hills IL blue moose Oshkosh blue moose Oshkosh blue moose Oshkosh blue moose Oshkosh blue moose Rothschild WI WI WI WI WI Duluth Trading Co Spokane Valley WA Take 5 Oil Change Abilene Take 5 Oil Change Aledo Take 5 Oil Change Arlington Take 5 Oil Change Arlington Take 5 Oil Change Big Spring Take 5 Oil Change Canyon Take 5 Oil Change Fort Worth TX TX TX TX TX TX TX Take 5 Oil Change Hudson Oaks TX Take 5 Oil Change Midland Take 5 Oil Change Midland Take 5 Oil Change Odessa Take 5 Oil Change Odessa Horizon Hobby Champaign Fresh Thyme Farmers Market Green Park Fresh Thyme Farmers Market St. Peters Art Van Furniture Holland Duluth Trading Co Rogers Fresh Thyme Farmers Market Evansville Fresh Thyme Farmers Market Muncie La-Z-Boy Loveland La-Z-Boy Cincinnati Radians Memphis TX TX TX TX IL MO MO MI AR IN IN OH OH TN AMC Theaters Vancouver WA Spare Time Colchester Spare Time Greenville Bread & Butter Shop Marshfield VT SC WI Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5,574 7,858 192 212 108 263 162 1,203 53 253 227 144 191 73 208 231 291 198 150 188 316 2,576 1,362 1,281 967 713 1,095 921 808 944 1,842 1,929 1,844 111 432 764 500 1,191 751 3,769 630 1,054 439 629 823 648 559 828 1,495 1,253 1,003 1,521 16,835 6,629 6,960 6,648 3,997 6,543 6,832 2,041 2,996 18,125 6,188 5,996 11,054 338 F-176 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 13,432 (143) 5/1/2019 2001 624 976 608 1,454 913 4,972 683 1,307 666 773 (12) 5/16/2019 1956 (21) 5/16/2019 1959 (14) 5/16/2019 1997 (31) 5/16/2019 2007 (20) 5/16/2019 1990 (75) 5/17/2019 2019 (10) 6/18/2019 1996 (18) 6/18/2019 2005 (7) 6/18/2019 1998 (10) 6/18/2019 1996 1,014 (13) 6/18/2019 1990 721 767 1,059 1,786 1,451 1,153 1,709 (11) 6/18/2019 1985 (9) 6/18/2019 2006 (14) 6/18/2019 2009 (24) 6/18/2019 2004 (20) 6/18/2019 1990 (16) 6/18/2019 1990 (23) 6/18/2019 2006 17,151 (234) 6/20/2019 1980 9,205 8,322 7,929 4,964 7,256 7,927 2,962 3,804 (105) 6/25/2019 2017 (110) 6/25/2019 2018 (110) 6/26/2019 1993 (59) 7/2/2019 2019 (105) 7/17/2019 2018 (114) 7/17/2019 2018 (23) 8/12/2019 1996 (38) 8/12/2019 2018 19,069 (184) 9/11/2019 2000 8,030 7,925 (56) 9/23/2019 2005 (22) 11/13/2019 1979 12,898 (44) 11/13/2019 2017 449 (2) 11/14/2019 1982 Property City State Initial Costs (1) Encumbrances at December 31, 2019 Land Buildings, Fixtures and Improvements Costs Capitalized Subsequent to Acquisition (2) Gross Amount Carried at December 31, 2019 (3) (4) Accumulated Depreciation Date Acquired Date of Construction Bread & Butter Shop Marshfield Bread & Butter Shop Marshfield Bread & Butter Shop Marshfield Bread & Butter Shop Stratford Bread & Butter Shop Bread & Butter Shop Wisconsin Rapids Wisconsin Rapids Bread & Butter Shop Nekoosa WI WI WI WI WI WI WI La-Z-Boy Kennesaw GA La-Z-Boy McDonough GA La-Z-Boy Fleming Island FL Fas Mart Lottsburg VA Fas Mart Cobbs Creek VA Fas Mart Colonial Beach VA E-Z Mart Fayetteville AR E-Z Mart Texarkana E-Z Mart Mt Pleasant E-Z Mart New Boston TX TX TX Fas Mart Kilmarnock VA Best Buy Newport News VA Topgolf Schaumburg IL Aaron's Aaron's Aaron's Sheridan Aiken Niles AR SC OH — — — — — — — — — — — — — — — — — — — — — — — 158 239 474 66 309 287 302 1,942 1,215 876 341 927 262 126 70 484 724 519 7,678 1,206 933 1,673 366 986 569 936 4,539 3,219 4,244 906 1,470 1,151 1,051 371 1,329 1,791 1,349 9,619 14,103 28,296 116 512 114 852 812 1,509 — — — — — — — — — — — — — — — — — — — — — — — 1,364 1,172 2,147 432 1,295 856 1,238 6,481 4,434 5,120 1,247 2,397 1,413 1,177 441 1,813 2,515 1,868 17,297 42,399 968 1,324 1,623 (5) 11/14/2019 1987 (4) 11/14/2019 1995 (7) 11/14/2019 2009 (2) 11/14/2019 1985 (5) 11/14/2019 1988 (3) 11/14/2019 1998 (4) 11/14/2019 1998 (17) 11/22/2019 1995 (14) 11/22/2019 2018 (15) 11/22/2019 2007 (5) 11/25/2019 1986 (8) 11/25/2019 1991 (4) 11/25/2019 1990 (5) 11/25/2019 1990 (2) 11/25/2019 1996 (8) 11/25/2019 1997 (10) 11/25/2019 1994 (8) 11/25/2019 1980 (11) 12/18/2019 1994 (49) 12/30/2019 2019 (1) 12/31/2019 1998 (1) 12/31/2019 1995 (2) 12/31/2019 1972 $ 1,529,057 $ 2,786,282 $ 10,186,554 $ (33,607) $ 12,939,229 $ (2,727,099) _______________________________________________ (1) Initial costs exclude subsequent impairment charges. (2) Consists of capital expenditures and real estate development costs, net of condemnations, easements and impairment charges. (3) Gross intangible lease assets of $1.9 billion and the associated accumulated amortization of $867.2 million are not reflected in the table above. (4) The aggregate cost for Federal income tax purposes of land, buildings, fixtures and improvements as of December 31, 2018 was $13.0 billion. (5) 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-177 The following is a reconciliation of the gross real estate activity for the years ended December 31, 2019, 2018 and 2017 (amounts in thousands): Balance, beginning of year Additions: Acquisitions Improvements Deductions/Other: Dispositions Impairments Reclassified to assets held for sale Other Balance, end of year Years Ended December 31, 2019 13,592,440 $ 2018 13,577,700 $ 2017 13,539,921 351,135 56,446 437,227 31,898 (947,403) (81,078) (33,724) 1,413 12,939,229 $ (368,808) (84,278) (2,997) 1,698 13,592,440 $ 634,080 28,503 (505,403) (82,292) (52,376) 15,267 13,577,700 $ $ The following is a reconciliation of the accumulated depreciation for the years ended December 31, 2019, 2018 and 2017 (amounts in thousands): Balance, beginning of year Additions: Depreciation expense Deductions/Other: Dispositions Impairments Reclassified to assets held for sale Other Balance, end of year Years Ended December 31, 2019 2018 2017 $ 2,622,879 $ 2,217,108 $ 1,766,006 352,531 497,511 548,901 (201,319) (34,847) (7,602) (4,543) 2,727,099 $ (57,346) (32,147) (400) (1,847) 2,622,879 $ (34,086) (50,828) (12,885) — 2,217,108 $ F-178 VEREIT, INC. AND VEREIT OPERATING PARTNERSHIP, L.P. SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE December 31, 2019 (in thousands) Schedule IV – Mortgage Loans on Real Estate During the year ended December 31, 2018, the Company decided to sell its mortgage notes receivable and classified them as held for sale. During the year ended December 31, 2019, the Company sold all outstanding mortgage notes receivable. Beginning Balance Deductions during the year: Early payoff of loan investment Sale of loan investments Principal payments received on loan investments Amortization of unearned discounts and premiums Valuation allowance Ending Balance Year Ended December 31, 2019 2018 2017 $ 10,164 $ 20,294 $ 22,764 — (9,946) (106) (19) (93) — (8,256) (897) 15 (992) (1,502) — (904) (64) — $ — $ 10,164 $ 20,294 F-179 [This page intentionally left blank] The following tables show reconciliations to amounts presented in accordance with GAAP on the balance sheet and income statement for the periods presented (unaudited, dollar amounts in thousands): Net income (loss) Adjustments: Interest expense Depreciation and amortization Provision for (benefit from) income taxes Proportionate share of adjustments for unconsolidated entities EBITDA (Gain) loss on disposition of real estate assets, including joint ventures, net Impairments of real estate EBITDAre Non-real estate impairment Payments received on fully reserved loans Acquisition-related expenses Litigation and non-routine costs, net Loss on derivative instruments, net Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities Loss on extinguishment and forgiveness of debt, net Net direct financing lease adjustments Straight-line rent, net of bad debt expense related to straight-line rent Legal settlements Program development costs write-off Restructuring expenses Other adjustments, net Proportionate share of adjustments for unconsolidated entities Adjustment for Excluded Properties NORMALIZED EBITDA Mortgage notes payable, net Corporate bonds, net Convertible debt, net Credit facility, net Total debt - as reported Adjustments: Deferred financing costs, net Net discounts (premiums) Principal Outstanding Unconsolidated joint ventures’ pro rata share Adjusted Principal Outstanding Three Months Ended Dec. 31, 2019 71,168 2014 (360,427) $ $ 69,628 112,307 719 1,603 126,157 226,272 (26,571) 3,402 $ 255,425 $ (31,167) (41,541) 22,851 $ 236,735 $ 1,263 96,692 66,788 309,444 — 4,324 24,333 172 1,475 605 448 (25,367) (60,000) 13,109 — 335 1,086 — — (133) 1,168 8,659 — 504 17,413 387 (7,107) — — 356 (3,511) (559) 3 $ 253,915 $ 336,752 Dec. 31, 2019 Dec. 31, 2014 $ 3,773,922 $ 1,528,134 2,813,739 2,531,081 318,183 952,856 1,045,669 3,167,919 5,705,725 10,425,778 39,721 5,413 88,003 (44,660) 5,750,859 10,469,121 53,850 — $ 5,804,709 $ 10,469,121 Cash and cash equivalents Pro rata share of unconsolidated joint ventures’ cash and cash equivalents (12,921) (1,480) (416,711) — Net Debt Normalized EBITDA annualized NET DEBT TO NORMALIZED EBITDA annualized ratio $ 5,790,308 $ 10,052,410 1,015,660 1,347,008 5.70x 7.46x FORWARD-LOOKING INFORMATION Information set forth in this Annual Report contains "forward-looking statements" (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect the Company's expectations and projections regarding future events and plans, future financial condition, results of operations and business. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions, risks, uncertainties and other factors, which may be difficult to predict and beyond the control of the Company, which could cause actual events and plans or could cause the Company’s business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the impact of the coronavirus (COVID-19) on our business and the business of our tenants and the economy generally and other risks and uncertainties detailed in the risks identified in Part I, Item 1A. Risk Factors within this Annual Report. The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as may be required by law. EXECUTIVE TEAM Glenn J. Rufrano Chief Executive Officer Michael J. Bartolotta Executive Vice President & Chief Financial Officer Lauren Goldberg Executive Vice President, General Counsel & Secretary Paul H. McDowell Executive Vice President & Chief Operating Officer Thomas W. Roberts Executive Vice President & Chief Investment Officer BOARD OF DIRECTORS Hugh R. Frater Non-Executive Chairman of VEREIT, Inc., Chief Executive Officer of the Federal National Mortgage Association (Fannie Mae) David B. Henry Former Vice Chairman and Chief Executive Officer, Kimco Realty Corporation Mary Hogan Preusse Former Managing Director and Co-Head of Americas Real Estate, APG Asset Management US Richard J. Lieb Senior Advisor and former Managing Director and Chairman of Real Estate, Greenhill & Co., LLC Mark S. Ordan Former Chief Executive Officer, Quality Care Properties, Inc. Eugene A. Pinover Partner and Co-Chair of New York Real Estate Practice, DLA Piper Julie G. Richardson Former Partner and Managing Director, Providence Equity Partners Glenn J. Rufrano Chief Executive Officer, VEREIT, Inc. INVESTOR RELATIONS InvestorRelations@VEREIT.com 877.405.2653 HEADQUARTERS 2325 East Camelback Road 9th Floor, Phoenix, Arizona 85016 VEREIT is not affiliated with, is not endorsed by, does not endorse and is not sponsored by or a sponsor of the products or services pictured or mentioned. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of their respective companies. W W W . V E R E I T . C O M D i scipl ined . Trans parent . Co nsis te nt . 

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